Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 20, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SG BLOCKS, INC. | ||
Entity Central Index Key | 1,023,994 | ||
Trading Symbol | SGBX | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 12,266,807 | ||
Entity Common Stock, Shares Outstanding | 4,260,041 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 4,870,824 | $ 549,100 |
Short-term investment | 30,033 | 30,017 |
Accounts receivable, net | 3,005,875 | 234,518 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 61,175 | 33,349 |
Inventory | 9,445 | |
Prepaid expenses and other current assets | 183,890 | 124,720 |
Total current assets | 8,151,797 | 981,149 |
Equipment, net | 6,796 | 5,559 |
Goodwill | 4,162,173 | 4,162,173 |
Intangible assets, net | 3,028,247 | 3,587,250 |
Totals | 15,349,013 | 8,736,131 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,148,091 | 350,772 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,673,048 | 48,478 |
Deferred revenue | 72,788 | |
Conversion option liabilities | 384,461 | |
Total current liabilities | 3,821,139 | 856,499 |
Convertible debentures, net of discounts of $991,163 | 2,446,337 | |
Total liabilities | 3,821,139 | 3,302,836 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $1.00 par value, 5,405,010 shares authorized; 0 and 1,801,670 issued and outstanding as of December 31, 2017 and 2016, respectively | 1,801,670 | |
Common stock, $0.01 par value, 300,000,000 shares authorized; 4,260,041 and 163,901 issued and outstanding as of December 31, 2017 and 2016, respectively | 42,601 | 1,639 |
Additional paid-in capital | 17,304,529 | 4,936,562 |
Accumulated deficit | (5,819,256) | (1,306,576) |
Total stockholders' equity | 11,527,874 | 5,433,295 |
Totals | $ 15,349,013 | $ 8,736,131 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Discount on convertible debt noncurrent | $ 991,163 | |
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 5,405,010 | 5,405,010 |
Preferred stock, shares issued | 0 | 1,801,670 |
Preferred stock, shares outstanding | 0 | 1,801,670 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 4,260,041 | 163,901 |
Common stock, shares outstanding | 4,260,041 | 163,901 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2017 | |
Revenue: | |||
Construction revenue | $ 547,827 | $ 4,638,053 | |
Engineering services | 320,339 | 423,532 | |
Total | 868,166 | 5,061,585 | |
Cost of revenue: | |||
Construction revenue | 460,941 | 4,095,509 | |
Engineering services | 289,545 | 332,269 | |
Total | 750,486 | 4,427,778 | |
Gross profit | 117,680 | 633,807 | |
Operating expenses: | |||
Payroll and related expenses | 493,844 | 1,813,446 | |
General and administrative expenses | 555,806 | 1,753,236 | |
Marketing and business development expense | 85,488 | 271,092 | |
Pre-project expenses | 30,150 | 57,192 | |
Total | 1,165,288 | 3,894,966 | |
Operating loss | (1,047,608) | (3,261,159) | |
Other income (expense): | |||
Interest expense | (267,717) | (330,388) | |
Interest income | 7 | 15 | |
Other income | 1,000 | ||
Loss on debt conversions | (1,018,475) | ||
Change in fair value of financial instruments | 119,510 | 96,327 | |
Total | (148,200) | (1,251,521) | |
Net loss before reorganization items | (1,195,808) | (4,512,680) | |
Reorganization items: | |||
Legal and professional fees | (110,768) | ||
Gain on reorganization | |||
Total | (110,768) | ||
Net loss | $ (1,306,576) | $ (664,737) | $ (4,512,680) |
Net loss per share - basic and diluted: | |||
Basic and diluted | $ (7.97) | $ (1.95) | |
Weighted average shares outstanding: | |||
Basic and diluted | 163,901 | 2,310,066 | |
Predecessor | |||
Revenue: | |||
Construction revenue | 1,004,216 | ||
Engineering services | 52,007 | ||
Total | 1,056,223 | ||
Cost of revenue: | |||
Construction revenue | 816,076 | ||
Engineering services | 43,898 | ||
Total | 859,974 | ||
Gross profit | 196,249 | ||
Operating expenses: | |||
Payroll and related expenses | 367,254 | ||
General and administrative expenses | 557,069 | ||
Marketing and business development expense | 22,729 | ||
Pre-project expenses | 26,411 | ||
Total | 973,463 | ||
Operating loss | (777,214) | ||
Other income (expense): | |||
Interest expense | (429,017) | ||
Interest income | 8 | ||
Other income | |||
Loss on debt conversions | |||
Change in fair value of financial instruments | |||
Total | (429,009) | ||
Net loss before reorganization items | (1,206,223) | ||
Reorganization items: | |||
Legal and professional fees | (171,893) | ||
Gain on reorganization | 713,379 | ||
Total | 541,486 | ||
Net loss | $ (664,737) | ||
Net loss per share - basic and diluted: | |||
Basic and diluted | $ (0.01) | ||
Weighted average shares outstanding: | |||
Basic and diluted | 42,918,927 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | 0.01 Par Value Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2015 | $ (5,879,637) | $ 429,189 | $ 7,171,683 | $ (13,480,509) | |
Beginning Balance, Shares at Dec. 31, 2015 | 42,918,927 | ||||
Stock-based compensation | 119,146 | 119,146 | |||
Net loss | (664,737) | (664,737) | |||
Cancellation of Predecessor equity | 6,425,228 | $ (429,189) | (7,290,829) | 14,145,246 | |
Cancellation of Predecessor equity, Shares | (42,918,927) | ||||
Ending Balance at Jun. 30, 2016 | |||||
Ending Balance, Shares at Jun. 30, 2016 | |||||
Stock-based compensation | 188,343 | 188,343 | |||
Issuance of preferred stock | 5,405,010 | 1,801,670 | 3,603,340 | ||
Issuance of Successor common stock | 1,191,669 | $ 1,639 | 1,190,030 | ||
Issuance of Successor common stock, shares | 163,901 | ||||
Reorganization adjustment | (45,151) | (45,151) | |||
Net loss | (1,306,576) | (1,306,576) | |||
Ending Balance at Dec. 31, 2016 | 5,433,295 | $ 1,639 | 1,801,670 | 4,936,562 | (1,306,576) |
Ending Balance, Shares at Dec. 31, 2016 | 163,901 | ||||
Stock-based compensation | 701,402 | 701,402 | |||
Exercise of stock options | 8,409 | $ 28 | 2,803 | ||
Exercise of stock options, Shares | 2,803 | ||||
Conversion of preferred stock | $ 18,017 | (1,801,670) | 1,783,653 | ||
Conversion of preferred stock, Shares | 1,801,670 | ||||
Issuance of common stock, net of issuance costs | 7,059,614 | $ 17,250 | 7,042,364 | ||
Issuance of common stock, net of issuance costs, Shares | 1,725,000 | ||||
Issuance of common stock for services | 254,000 | $ 500 | 254,000 | ||
Issuance of common stock for services, Shares | 50,000 | ||||
Conversion of convertible debentures | 2,583,334 | $ 5,167 | 2,578,167 | ||
Conversion of convertible debentures, Shares | 516,667 | ||||
Net loss | (4,512,680) | (4,512,680) | |||
Ending Balance at Dec. 31, 2017 | $ 11,527,874 | $ 42,601 | $ 17,304,529 | $ (5,819,256) | |
Ending Balance, Shares at Dec. 31, 2017 | 4,260,041 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (1,306,576) | $ (664,737) | $ (4,512,680) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation expense | 1,434 | 2,955 | |
Amortization of intangible assets | 291,750 | 587,823 | |
Amortization of debt issuance costs | |||
Amortization of discount on convertible debentures | 250,308 | 330,388 | |
Interest income on short-term investment | (7) | (15) | |
Change in fair value of financial instruments | (119,510) | (96,327) | |
Interest expense on debtor in possession financing | |||
Loss on debt conversion | 1,018,475 | ||
Gain on reorganization | |||
Non-cash consultant fee | 254,500 | ||
Stock-based compensation | 188,343 | 701,402 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (43,624) | (2,771,357) | |
Cost and estimated earnings in excess of billings on uncompleted contracts | (33,349) | (27,826) | |
Inventory | 30,725 | 9,445 | |
Prepaid expenses and other current assets | (96,131) | (59,170) | |
Intangible asset | (28,820) | ||
Accounts payable and accrued expenses | 75,292 | 1,797,318 | |
Accounts payable and accrued expenses - subject to compromise | (33,713) | ||
Accrued interest, related party - subject to compromise | (26,500) | ||
Related party accounts payable and accrued expenses - subject to compromise | (206,629) | ||
Billings in excess of costs and estimated earnings -on uncompleted contracts | 5,804 | 1,624,570 | |
Deferred revenue | (10,627) | (72,788) | |
Net cash used in operating activities | (1,033,010) | (1,242,107) | |
Cash flows provided by investing activities: | |||
Short-term investment | |||
Purchase of equipment | (1,393) | (4,192) | |
Security deposit | 1,200 | ||
Net cash provided by (used in) investing activities | (193) | (4,192) | |
Cash flows from financing activities: | |||
Principal payments on related party notes payable | (73,500) | ||
Proceeds from exercise of stock options | 8,409 | ||
Proceeds from public stock offering, net of issuance costs | 7,059,614 | ||
Proceeds from issuance of convertible debentures | 750,000 | ||
Payments on convertible debentures | (1,500,000) | ||
Debt issuance costs | (50,000) | ||
Proceeds from (repayment of) debtor in possession financing | |||
Net cash provided by financing activities | 626,500 | 5,568,023 | |
Net increase (decrease) in cash and cash equivalents | (406,703) | 4,321,724 | |
Cash and cash equivalents - beginning of period | 955,803 | 955,803 | 549,100 |
Cash and cash equivalents - end of period | 549,100 | 955,803 | 4,870,824 |
Cash paid during the period for: | |||
Interest | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Conversion of convertible debentures to common stock | 2,583,334 | ||
Conversion of preferred stock to common stock | $ 1,801,670 | ||
Predecessor | |||
Cash flows from operating activities: | |||
Net loss | (664,737) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation expense | 1,629 | ||
Amortization of intangible assets | |||
Amortization of debt issuance costs | 5,204 | ||
Amortization of discount on convertible debentures | 387,965 | ||
Interest income on short-term investment | (8) | ||
Change in fair value of financial instruments | |||
Interest expense on debtor in possession financing | 35,848 | ||
Loss on debt conversion | |||
Gain on reorganization | (713,379) | ||
Non-cash consultant fee | |||
Stock-based compensation | 119,146 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (104,858) | ||
Cost and estimated earnings in excess of billings on uncompleted contracts | |||
Inventory | 118,011 | ||
Prepaid expenses and other current assets | (28,589) | ||
Intangible asset | |||
Accounts payable and accrued expenses | 269,317 | ||
Accounts payable and accrued expenses - subject to compromise | (22,457) | ||
Accrued interest, related party - subject to compromise | |||
Related party accounts payable and accrued expenses - subject to compromise | (163,522) | ||
Billings in excess of costs and estimated earnings -on uncompleted contracts | 14,650 | ||
Deferred revenue | (87,115) | ||
Net cash used in operating activities | (832,895) | ||
Cash flows provided by investing activities: | |||
Short-term investment | 2,700 | ||
Purchase of equipment | |||
Security deposit | |||
Net cash provided by (used in) investing activities | 2,700 | ||
Cash flows from financing activities: | |||
Principal payments on related party notes payable | |||
Proceeds from exercise of stock options | |||
Proceeds from public stock offering, net of issuance costs | |||
Proceeds from issuance of convertible debentures | 1,919,001 | ||
Payments on convertible debentures | |||
Debt issuance costs | |||
Proceeds from (repayment of) debtor in possession financing | (600,000) | ||
Net cash provided by financing activities | 1,319,001 | ||
Net increase (decrease) in cash and cash equivalents | 488,806 | ||
Cash and cash equivalents - beginning of period | $ 955,803 | 466,997 | |
Cash and cash equivalents - end of period | 955,803 | ||
Cash paid during the period for: | |||
Interest | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Conversion of convertible debentures to common stock | |||
Conversion of preferred stock to common stock |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business SG Blocks, Inc. (the “Company”) was previously known as CDSI Holdings, Inc. (a Delaware corporation incorporated on December 29, 1993). On November 4, 2011, the Company’s wholly-owned subsidiary was merged with and into SG Building Blocks, Inc. (“SG Building,” formerly SG Blocks Inc.) (the “Merger”), with SG Building surviving the Merger and becoming a wholly-owned subsidiary of the Company. The Merger was a reverse merger that was accounted for as a recapitalization of SG Building as SG Building was the accounting acquirer. Accordingly, the historical financial statements presented are the financial statements of SG Building. The Company provides two main products, both of which are used to meet the growing demand for safe and green commercial, industrial and residential building construction. SGB provides SG Blocks TM TM TM TM The Company also provides engineering and project management services related to the use of Modules in construction. Reverse Stock Split On February 28, 2017, the Company effected a 1-for-3 reverse stock split of its successor common stock and preferred stock, which has since been converted. All share and per share amounts set forth in the consolidated financial statements of the Company have been retroactively restated to reflect the split as if it had occurred as of the earliest period presented. Public Offering On June 27, 2017, the Company completed a public offering of its common stock (the “Public Offering”). In connection with the Public Offering, the Company sold 1,500,000 shares of common stock at a public offering price of $5.00 per share, resulting in aggregate net proceeds of $6,826,558 after deducting underwriting discounts and commissions and related expenses of $673,442. On July 12, 2017, the underwriters of the Public Offering exercised their option to purchase an additional 225,000 shares of common stock, resulting in net proceeds of $1,046,250 after deducting underwriting discounts and commissions and related expenses of $78,750. In addition, the Company incurred additional expenses related to the offering in the amount of $813,195. In connection with the Public Offering and as compensation to the underwriters, the Company issued warrants to purchase an aggregate of 86,250 shares of the Company’s common stock, at an exercise price of $6.25 per share, to certain affiliates of the underwriters. See Note 14 for additional information regarding the underwriters’ warrants. The Company incurred a total of $1,565,386 in issuance costs in connection with the Public Offering. As of December 31, 2017, the Company had 4,260,041 shares of common stock issued and outstanding. |
Emergence from Bankruptcy
Emergence from Bankruptcy | 12 Months Ended |
Dec. 31, 2017 | |
Emergence from Bankruptcy [Abstract] | |
Emergence from Bankruptcy | 2. Emergence from Bankruptcy Through December 31, 2017, the Company has incurred an accumulated deficit of $5,819,256. At December 31, 2017, the Company had a cash balance of $4,870,824 and a short-term investment of approximately $30,000. Since the Company’s inception, it has generated revenues from construction, engineering and project management services. On October 15, 2015, the Company filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). On June 3, 2016, the United States Bankruptcy Court for the Southern District of New York confirmed the Company’s plan of reorganization (the “Plan”). The Plan became effective on June 30, 2016 (the “Effective Date”). On the Effective Date, the Plan became effective and the Company emerged from bankruptcy. On October 15, 2015, the Company, as borrower, and its subsidiaries, as guarantors, entered into a Debtor in Possession Credit Agreement (the “DIP Credit Agreement” and the loans thereunder, the “DIP Loan”) with Hillair Capital Investments L.P. (“HCI”). As a condition to the making of the DIP Loan, the Company and its subsidiaries entered into a Senior Security Agreement (the “DIP Security Agreement” and, together with the DIP Credit Agreement and the other documents entered into in connection therewith, the “DIP Facility”), also dated as of October 15, 2015, with Hillair Capital Management LLC (“HCM”), pursuant to which the Company and its subsidiaries granted HCM a first priority security interest in all of their respective assets for the benefit of HCI. The DIP Loan had a maximum principal amount of $600,000, bore interest at a rate of 12%, required the Company to pay a collateral fee of $25,000 and was due and payable upon the earlier to occur of April 15, 2016 or other dates specified in the DIP Credit Agreement. The DIP Loan became due on April 15, 2016, but was not repaid until the Effective Date, as described below. The funds advanced under the DIP Facility were used by the Company to fund its operation during the bankruptcy proceeding, including payment of professional fees and expenses. On the Effective Date and in accordance with the Plan, the DIP Facility was repaid in full and the related DIP Credit Agreement was terminated. Prior to the Effective Date, the Company was authorized to issue: (i) 300,000,000 shares of common stock, par value $0.01 (the “Former Common Stock”), of which 42,918,927 shares were issued and outstanding as of June 29, 2016; and (ii) 5,000,000 shares of preferred stock, par value $0.01 (the “Former Preferred Stock”), none of which were issued and outstanding prior to the Effective Date. On the Effective Date, and pursuant to the terms of the Plan, the Company entered into a Securities Purchase Agreement, dated June 30, 2016 (the “2016 SPA”), pursuant to which the Company sold for a subscription price of $2,000,000 a 12% Original Issue Discount Senior Secured Convertible Debenture to HCI in the principal amount of $2,500,000, with a maturity date of June 30, 2018 (the “Exit Facility”). The Exit Facility was convertible at HCI’s option at any time in whole or in part into shares of New Common Stock (as defined below) at a ratio of 1 share for every $3.75 of debt. In connection with the Company’s Public Offering, as described elsewhere in this Annual Report on Form 10-K, the Exit Facility was partially converted into 375,758 shares of New Common Stock. The Company repaid the remaining outstanding balance using proceeds from the Public Offering. On November 17, 2016, the Company entered into a Securities Purchase Agreement with HCI, for which the Company sold for a subscription price of $750,000, a 12% Original Issue Discount Senior Secured Convertible Debenture to HCI in the amount of $937,500, with a maturity date of June 30, 2018 (the “November 2016 Debenture” and together with the Exit Facility, the “2016 Debentures”). The November 2016 Debenture was convertible at HCI’s option at any time in whole or in part into shares of New Common Stock at a ratio of 1 share for every $3.75 of debt. In connection with the Company’s Public Offering, as described elsewhere in this Annual Report on Form 10-K, the November 2016 Debenture was partially converted into 140,909 shares of New Common Stock. The Company repaid the remaining outstanding balance using proceeds from the Public Offering. On the Effective Date, all previously issued and outstanding shares of the Former Common Stock were deemed discharged, cancelled and extinguished, and, pursuant to the Plan, the Company issued, in the aggregate, 163,901 shares of common stock, par value $0.01 (the “New Common Stock”), to the holders of Former Common Stock, representing 7.5% of SGB’s issued and outstanding New Common Stock, after taking into account full exercise of the Management Options (as defined below) and conversion of the New Preferred Stock (as defined below), but prior to any conversion of the Exit Facility, as of the Effective Date. Further, under the Plan, upon the Effective Date certain members of the Company’s management were entitled to receive options (“Management Options”) to acquire an aggregate of 10%, or approximately 218,384 shares, of SGB’s New Common Stock, on a fully diluted basis, assuming conversion of all of the New Preferred Stock but not the Exit Facility. On October 26, 2016, the Company authorized the Management Options to be issued. On the Effective Date, pursuant to the terms of the Plan and the Company’s Amended and Restated Certificate of Incorporation, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Convertible Preferred Stock, designating 5,405,010 shares of preferred stock, par value $1.00 (the “New Preferred Stock”). On the Effective Date and pursuant to the Plan, each Prepetition Loan Document, as defined in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 7, 2016, was cancelled and the holders of debt thereunder received one share of the New Preferred Stock for each dollar owed by the Company thereunder. Prior to its conversion in June 2017, the New Preferred Stock was convertible into New Common Stock on a 1:1 basis and, if converted on the Effective Date, would convert into 82.5% of the New Common Stock issued and outstanding on the Effective Date, after taking into account shares of New Common Stock issued to holders of the Former Common Stock and the exercise of the Management Options but prior to any conversion of the Exit Facility. As described elsewhere in this Annual Report on Form 10-K, in connection with the Company’s Public Offering, the Company converted all of the issued and outstanding shares of New Preferred Stock into 1,801,670 shares of New Common Stock. In addition, each of the general unsecured claims received a distribution of 100% of its allowed claim, plus post-petition interest calculated at the Federal judgment rate, payable as follows: 50% on the Effective Date, 25% at the conclusion of the next full fiscal quarter after the Effective Date and the remaining 25%, plus any post-petition interest owed, at the conclusion of the second full fiscal quarter after the Effective Date. These claims have been identified as subject to compromise on the balance sheet and were fully paid. Upon the Company’s emergence from Chapter 11 bankruptcy, the Company adopted fresh start accounting, pursuant to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 852, “Reorganizations” (“ASC 852”), and applied the provisions thereof to its financial statements. The Company qualified for fresh start accounting because (i) the holders of existing voting shares of the pre-emergence debtor-in-possession (the “Predecessor” or “Predecessor Company”) received less than 50% of the voting shares of the post-emergence successor entity (the “Successor” or “Successor Company”) and (ii) the reorganization value of the Company’s assets immediately prior to confirmation was less than the post-petition liabilities and allowed claims. The Company applied fresh start accounting on June 30, 2016 when it emerged from bankruptcy protection. Adopting fresh start accounting results in a new reporting entity for financial reporting purposes with no beginning retained earnings or deficit. The cancellation of all existing shares outstanding on the Effective Date and issuance of new shares of the Successor Company caused a related change of control of the Company under ASC 852. Upon the application of fresh start accounting, the Company allocated the reorganization value to its individual assets based on their estimated fair values. Reorganization value represents the fair value of the Successor Company’s assets before considering liabilities. As a result of the application of fresh start accounting, as well as the effects of the implementation of the Plan, the Consolidated Financial Statements on or after June 30, 2016 are not comparable with the Consolidated Financial Statements prior to that date. References to “Successor” or “Successor Company” relate to the financial position and results of operations of the reorganized Company subsequent to June 30, 2016. References to “Predecessor” or “Predecessor Company” refer to the financial position and results of operations of the Company prior to June 30, 2016. Reorganization Value. A discounted cash flow (“DCF”) analysis was performed based on budgeted performance for the third and fourth fiscal quarters of 2016, and forecasted performance for 2017 through 2020. The DCF analysis also included a terminal value at the end of the forecast period (e.g., after 3.5 years). The terminal value was derived using a Gordon Growth model, which capitalizes the terminal year cash flow at a rate of 5%. The DCF included a 40% tax rate and the use of the Company’s existing net operating loss carry-forward. The discount rate employed in the DCF model was approximately 36.73%. This discount rate is within the range of discount rates cited in the relevant accounting guidance for second- and third-stage venture companies. The identified separable intangible assets included proprietary technology and knowledge and customer contacts. These were valued through identification of the specific cash flows attributable to each asset, using a discount rate of 30% in each case. The proprietary technology and knowledge was valued at $2,766,000 using a royalty savings method over the expected 20-year life of the asset. This method recognizes that ownership of intellectual property relieves the owner from having to pay a royalty to another party for its use. The customer relationships were valued in aggregate at $1,113,000 using a multi-period excess earnings method (MPEEM) over a period of 2.5 years. In this analysis, signed customer contracts, probability-weighted renewals, and the gross margins of each contract were identified. Other operating expenses and charges for the use of contributory assets were applied to derive the expected cash flows due to these contracts. The residual goodwill amount is the result of the aforementioned enterprise value, less the value of these identified intangible assets, less the value of net working capital and fixed assets, and as adjusted for deferred taxes resulting from the fresh start accounting. The reorganization value was derived from an estimate of enterprise value. Enterprise value represents the estimated fair value of an entity’s long term debt and stockholders’ equity. In support of the Plan, the enterprise value of the Successor Company was estimated to be approximately $8,551,528. The valuation analysis was prepared using financial information and financial projections and applying standard valuation techniques and including risked net asset value analysis. The Company identified an embedded derivative related to the convertible option feature included in the convertible debentures. The accounting treatment of derivative financial instruments requires the Company to bifurcate and fair value the derivative as of the inception date of the convertible debentures and to fair value the derivative as of each subsequent reporting date. Upon issuance of the convertible debenture on June 30, 2016, the Company received net proceeds of $1,319,001, net of the payoff of $600,000 debtor-in-possession financing and $35,848 in interest expense on such financing, recorded a discount of $500,000, reimbursed HCI for $45,151 of reorganization costs and recognized a derivative financial instrument approximating $394,460. After these adjustments, the Company’s debt was $1,605,540. The difference between the $2,500,000 face amount and the discounts recorded is being amortized over two years, the current expected life of the debt. The fair value of the convertible options was estimated using a Black-Scholes pricing model with the following assumptions: stock price of $3.00; strike price of $3.75; expected volatility of 48.8%; risk free interest rate of 0.58%; and expiration date of two years. The fair value of these convertible options was estimated using Level 3 inputs. The adjustments set forth in the following condensed consolidated balance sheet reflect the effect of the consummation of the transactions contemplated by the Plan (reflected in the column “Reorganization Adjustments”), as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column “Fresh Start Adjustments”). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities, as well as significant assumptions. The following table reflects the reorganization and application of ASC 852 on our condensed consolidated balance sheet as of June 30, 2016: Predecessor Company Reorganization Adjustments Fresh Start Adjustments Successor Company (Unaudited) Assets Current assets: Cash and cash equivalents $ - $ 955,803 (1) $ - $ 955,803 Short-term investment 30,011 - - 30,011 Accounts receivable, net 190,893 - - 190,893 Prepaid expenses 28,589 - - 28,589 Inventory 40,170 - - 40,170 Total current assets 289,663 955,803 - 1,245,466 Equipment, net 5,600 - - 5,600 Security deposit 1,200 - - 1,200 Goodwill - - 4,162,173 (7) 4,162,173 Intangible assets - - 3,879,000 (7) 3,879,000 Totals $ 296,463 $ 955,803 $ 8,041,173 $ 9,293,439 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ 487,699 $ (212,219 )(2) $ - $ 275,480 Accounts payable and accrued expenses – subject to compromise 120,325 (86,612 )(2) - 33,713 Accrued interest, related party – subject to compromise 43,301 (16,801 )(2) - 26,500 Accrued interest 173,147 (173,147 )(2) - - Related party accounts payable and accrued expenses – subject to compromise 370,151 (163,522 )(2) - 206,629 Related party notes payable – secured claim 73,500 - - 73,500 Convertible debentures, net of discounts 5,405,010 (5,405,010 )(3) - - Billings in excess of costs and estimated earnings on uncompleted contracts 42,674 - - 42,764 Deferred revenue 83,415 - - 83,415 Convertible option liabilities - 394,460 (4) - 394,460 Total current liabilities 6,799,222 (5,662,851 ) - 1,136,371 Debtor in possession financing 600,000 (600,000 )(4) - - Convertible debentures, net of discounts - 1,605,540 (4) - 1,605,540 Total liabilities 7,399,222 (4,657,311 ) - 2,741,911 Commitments and Contingencies Stockholders’ equity (deficit): Successor Preferred stock, $1.00 par value, 5,405,000 shares authorized; 1,801,670 issued and outstanding at June 30, 2016 - 1,801,670 (3) - 1,801,670 Predecessor Preferred stock, $0.01 par value, 5,000,000 shares authorized; 0 issued and outstanding at December 31, 2015 - - - - Successor Common stock, $0.01 par value, 300,000,000 shares authorized; 163,901 issued and outstanding at June 30, 2016 - 1,639 (5) - 1,639 Predecessor Common stock, $0.01 par value, 300,000,000 shares authorized; 42,918,927 issued and outstanding at December 31, 2015 429,189 (429,189 )(5) - - Successor additional paid-in capital - 3,561,463 (3)(6) 1,186,756 (7) 4,748,219 Predecessor additional paid-in capital 7,290,829 - (7,290,829 )(7) - Accumulated deficit (14,822,777 ) 677,531 14,145,246 - Total stockholders’ equity (deficit) (7,102,759 ) 5,613,114 8,041,173 6,551,528 Totals $ 296,463 955,803 8,041,173 9,293,439 Reorganization Adjustments 1. Reflects the net cash payments recorded as of the Effective Date from implementation of the Plan: Sources: Net proceeds from Exit Facility $ 1,319,001 Total sources 1,319,001 Uses: Predecessor accounts payable and accrued expenses paid upon emergence 185,979 Other payments made upon emergence 177,219 Total uses 363,198 Net Sources $ 955,803 2. Reflects the settlement of accounts payable and accrued expenses upon emergence, as well as payments made on the Effective Date. 3. Reflects the conversion of convertible debentures to preferred stock. 4. Reflects the Convertible Debentures. 5. Reflects the cancellation of predecessor common stock and the issuance of successor common stock. 6. Reorganization adjustment. Fresh Start Adjustments 7. Reflects the recognition of goodwill, intangible assets and the cumulative impact of fresh-start adjustments. Reorganization Items Reorganization items represent amounts incurred subsequent to the bankruptcy filing as a direct result of the Chapter 11 bankruptcy filing and are comprised of the following: Successor Predecessor Legal and professional fees $ (110,768 ) (171,893 ) Net gain on reorganization items - 713,379 Reorganization items, net $ (110,768 ) 541,486 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of consolidation Accounting estimates Operating cycle – Revenue recognition Contract costs include all direct material and labor costs and those indirect costs related to contract performance. General and administrative costs, marketing and business development expenses and pre-project expenses are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. An amount equal to contract costs attributable to claims is included in revenue when realization is probable and the amount can be reliably estimated. The asset, “Costs and estimated earnings in excess of billing on uncompleted contracts,” represents revenue recognized in excess of amounts billed. The liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents billing in excess of revenue recognized. The Company offers a one-year warranty on completed contracts. For the years ended December 31, 2017 and 2016, the warranty claims were not material. The Company does not anticipate that any additional claims are likely to occur for warranties that are currently outstanding. Accordingly, no warranty reserve is considered necessary for any of the periods presented. The Company also supplies repurposed containers and SGPBMs to its customers. In these cases, the Company serves as a supplier to its customers for standard and made to order products that it sells at fixed prices. Revenue from these contracts is generally recognized when the products have been delivered to the customer, accepted by the customer and collection is reasonably assured. Revenue is recognized upon completion of the following: an order for product is received from a customer; written approval for the payment schedule is received from the customer and the corresponding required deposit or payments are received; a common carrier signs documentation accepting responsibility for the unit as agent for the customer; and the unit is delivered to the customer’s receiving point, at which point the title and risk of loss passes to the customer. Amounts billed to customers in a sales transaction for shipping and handling are classified as revenue. Products sold are generally paid for based on schedules provided for in each individual customer contract including upfront deposits and progress payments as products are being manufactured. Funds received in advance of meeting the criteria for revenue recognition are deferred and are recorded as revenue when they are earned. Cash and cash equivalents Short-term investment Accounts receivable Inventory Goodwill – Intangible assets – Intangible assets represent the preliminary assets identified upon emergence from bankruptcy and consist of $2,766,000 of proprietary knowledge and technology which is being amortized over 20 years and $1,113,000 of customer contracts which is being amortized over 2.5 years. In addition, included in intangible assets is $28,820 of trademarks which is being amortized over 5 years. The Company evaluated intangible assets for impairment during the year ended December 31, 2017, and determined that there are no impairment losses. The accumulated amortization and amortization expense as of and for the year ended December 31, 2017 was $879,573 and $587,823, respectively. The accumulated amortization and amortization expense as of and for the year ended December 31, 2016 was $291,750. The estimated amortization expense for the successive five years is as follows: For the year ending December 31,: 2018 $ 589,264 2019 144,064 2020 144,064 2021 144,064 2022 139,741 Thereafter 1,867,050 $ 3,028,247 Equipment Convertible instruments The Company has determined that the embedded conversion options in the convertible debentures should be bifurcated from their host instruments and a portion of the proceeds received upon the issuance of the hybrid contract have been allocated to the fair value of the derivative. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in the consolidated statement of operations. Common stock purchase warrants and other derivative financial instruments The Company’s free standing derivatives consisted of issuances of convertible debentures as described in Note 8. Prior to bankruptcy, the Company evaluated the common stock purchase warrants to assess their proper classification in the consolidated balance sheet and determined that the common stock purchase warrants feature a characteristic permitting cash settlement at the option of the holder. In connection with the Plan these warrants were cancelled. Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Financial assets and liabilities measured at fair value on a recurring basis are summarized below: December 31, Quoted prices in active market for identical assets Significant other Significant Short-term investment $ 30,033 - 30,033 - December 31, Quoted prices in active market for identical assets Significant other observable inputs Significant unobservable inputs Short-term investment $ 30,017 $ - $ 30,017 $ - Conversion option liabilities $ 384,461 $ - $ - $ 384,461 Conversion option liabilities are measured at fair value using the Black-Scholes model and are classified within Level 3 of the valuation hierarchy. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial Officer, who reports to the Chief Executive Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial Officer and are approved by the Chief Executive Officer. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis: For the year ended For the year ended Beginning balance $ 384,461 $ - Aggregate fair value of conversion option liabilities issued - 503,971 Change in fair value related to conversion of convertible debentures (288,134 ) - Change in fair value of conversion option liabilities (96,327 ) (119,510 ) Ending balance $ - $ 384,461 The significant assumptions and valuation methods that the Company used to determine fair value and the change in fair value of the Company’s derivative financial instruments are discussed in Note 8. The Company presented conversion option liabilities at fair value on its consolidated balance sheets, with the corresponding changes in fair value recorded in the Company’s consolidated statements of operations for the applicable reporting periods. As disclosed in Note 8, the Company computed the fair value of the conversion option liabilities at the dates of issuance and the reporting dates of December 31, 2017 and 2016 using a Black-Scholes model. The calculation of the Black-Scholes model involves the use of the fair value of the Company’s common stock, estimated term, volatility, risk-free interest rates and dividend yield (if applicable). The Company developed the assumptions that were used as follows: The fair value of the Company’s common stock was obtained from the terms of the recapitalization of the Company including the Exit Facility, which occurred concurrent with the Company’s emergence from bankruptcy protection as well as publicly traded market prices of the Company. The term represents the remaining contractual term of the derivative; the volatility rate was developed based on analysis of the Company’s historical stock price volatility and the historical volatility rates of several other similarly situated companies (using a number of observations that was at least equal to or exceeded the number of observations in the life of the derivative financial instrument at issue); the risk free interest rates were obtained from publicly available United States Treasury yield curve rates; and the dividend yield is zero because the Company has not paid dividends and does not expect to pay dividends in the foreseeable future. Share-based payments The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors the fair value of the award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees is reported within operating expenses in the consolidated statements of operations. For the year ending December 31, 2017, stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations. Income taxes – The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. Concentrations of credit risk – With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At December 31, 2017 and 2016, 81% and 63%, respectively, of the Company’s accounts receivable were due from two and three customers, respectively. Revenue relating to two and three customers represented approximately 80% and 69% of the Company’s total revenue for the years ended December 31, 2017 and 2016, respectively. Cost of revenue relating to one and three vendors represented approximately 55% and 63% of the Company’s total cost of revenue for the years ended December 31, 2017 and 2016, respectively. The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers. Recent accounting pronouncements Revenue from Contracts with Customers Revenue Recognition Revenue Recognition -Construction-Type and Production-Type Contracts Other Assets and Deferred Costs - Contracts with Customers In July 2015, the FASB issued ASU No. 2015-11, Inventory: Simplifying the Measurement of Inventory. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Accounts Receivable [Abstract] | |
Accounts Receivable | 4. Accounts Receivable At December 31, 2017 and 2016, the Company’s accounts receivable consisted of the following: 2017 2016 Billed: Construction revenue $ 2,470,526 $ 124,713 Engineering services 196,008 144,040 Retainage receivable 373,576 - Total gross receivables 3,040,110 268,753 Less: allowance for doubtful accounts (34,235 ) (34,235 ) Total net receivables $ 3,005,875 $ 234,518 |
Costs and Estimated Earnings on
Costs and Estimated Earnings on Uncompleted Contracts | 12 Months Ended |
Dec. 31, 2017 | |
Costs and Estimated Earnings on Uncompleted Contracts [Abstract] | |
Costs and Estimated Earnings on Uncompleted Contracts | 5. Costs and Estimated Earnings on Uncompleted Contracts Costs and estimated earnings on uncompleted contracts consist of the following at December 31, 2017 and 2016: 2017 2016 Costs incurred on uncompleted contracts $ 3,681,965 $ 316,722 Provision for loss on uncompleted contracts - - Estimated earnings to date on uncompleted contracts 328,273 40,488 4,010,238 357,210 Less: billings to date (5,622,111 ) (372,339 ) $ (1,611,873 ) $ (15,129 ) The above amounts are included in the accompanying consolidated balance sheets under the following captions at December 31, 2017 and 2016. 2017 2016 Costs and estimated earnings in excess of billings on uncompleted contracts $ 61,175 $ 33,349 Billings in excess of cost and estimated earnings on uncompleted contracts (1,673,048 ) (48,478 ) $ (1,611,873 ) $ (15,129 ) Although management believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2017 | |
Inventory [Abstract] | |
Inventory | 6. Inventory At December 31, 2017 and 2016, the Company’s inventory consisted of the following: 2017 2016 Contract building $ - $ 9,445 $ - $ 9,445 |
Equipment
Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Equipment [Abstract] | |
Equipment | 7. Equipment At December 31, 2017 and 2016, the Company’s equipment consisted of the following: 2017 2016 Computer equipment and software $ 28,370 $ 24,179 Furniture and other equipment 2,997 2,997 31,367 27,176 Less: accumulated depreciation (24,571 ) (21,617 ) $ 6,796 $ 5,559 Depreciation expense for the years ended December 31, 2017 and 2016 amounted to $2,955 and $3,063 respectively. |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Debentures [Abstract] | |
Convertible Debentures | 8. Convertible Debentures On the Effective Date, and pursuant to the terms of the Plan, the Company entered into the 2016 SPA, pursuant to which the Company sold for a subscription price of $2,000,000, the Exit Facility, a 12% Original Issue Discount Senior Secured Convertible Debenture to HCI in the principal amount of $2,500,000, with a maturity date of June 30, 2018. The Exit Facility was convertible at HCI’s option at any time in whole or in part into shares of New Common Stock at a ratio of 1 share for every $3.75 of debt. On November 17, 2016, the Company entered into a Securities Purchase Agreement with HCI, for which the Company sold for a subscription price of $750,000, the November 2016 Debenture, a 12% Original Issue Discount Senior Secured Convertible Debenture to HCI in the amount of $937,500, with a maturity date of June 30, 2018. The November 2016 Debenture was convertible at HCI’s option at any time, in whole or in part, into shares of New Common Stock at a ratio of 1 share for every $3.75 of debt. In connection with the Public Offering, HCI converted $1,937,500 of the 2016 Debentures into 516,667 shares of New Common Stock. The Company recorded a loss of $1,018,475 on the conversion of the 2016 Debentures. The Company repaid the remaining outstanding balance of $1,500,000 using proceedings from the Public Offering A summary of the Company’s convertible debentures is as follows: December 31, December 31, Exit Facility, net of $0 and $670,845 discount, respectively $ - $ 1,829,155 November 2016 Debenture, net of $0 and $320,318 discount, respectively - 617,182 Total debt - 2,446,337 Less current portion - - Long-term debt $ - $ 2,446,337 For each of the six months ended June 30, 2016 and December 31, 2016 total amortization relating to the discount amounted to $387,965 and $250,308, respectively, and is included in interest expense on the accompanying consolidated statements of operations. For the year ended December 31, 2017 total amortization relating to the discount amounted to $330,388 and is included in interest expense on the accompanying consolidated statement of operations. Due to the Company filing a voluntary petition for relief under Chapter 11 of Title 11 of the Bankruptcy Court, interest stopped accruing on the Predecessor’s company convertible debentures as of October 15, 2015. Additional contractual interest through June 30, 2016 would have resulted in $146,509 of additional interest. As of the Effective Date, in connection with the Plan, all of the outstanding debentures were converted into preferred stock in accordance with the Plan. In connection with the 2016 Debentures, the Company bifurcated the conversion option from its debt host. The fair value of the conversion option liabilities were determined to be $503,971 at the date of issuance, utilizing a Black-Scholes model. Consequently, the Company recorded a discount of $503,971 on the debentures, which will be amortized over the term of the debenture, using the effective interest method. The fair value of the conversion option liabilities as of December 31, 2016 was $384,461. The significant assumptions the Company used to measure the fair value at December 31, 2016 and the date of issuance of the conversion option liability are as follows: Date of Issuance December 31, Stock price $ 3.00 $ 3.00 Term 1.62 – 2 1.5 Volatility 44 – 48.8 % 44.4% Risk-free interest rate 0.58 – 0.873 % 0.966% Exercise price $ 3.75 $ 3.75 |
Debtor in Possession Financing
Debtor in Possession Financing | 12 Months Ended |
Dec. 31, 2017 | |
Debtor in Possession Financing [Abstract] | |
Debtor in Possession Financing | 9. Debtor in Possession Financing In connection with the bankruptcy, the Company entered into financing in the amount of $600,000. On the effective date of the Plan, the DIP Facility was converted into the Exit Facility, a 12% Original Issue Discount Senior Secured Convertible Debenture due two years from the Effective Date of the Plan as disclosed in Note 2 and Note 8. As of December 31, 2017 the Company had no balance on the DIP Facility. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | 10. Income Taxes The Company’s provision (benefit) for income taxes consists of the following for the year ended December 31, 2017 and 2016: 2017 2016 Deferred: Federal $ 2,126,062 $ (475,316 ) State and local 200,294 (419,247 ) Total deferred 2,326,356 (894,563 ) Total provision (benefit) for income taxes 2,326,356 (894,563 ) Less: valuation reserve (2,326,356 ) 894,563 Income tax provision $ - $ - A reconciliation of the federal statutory rate to 0% for the year ended December 31, 2017 and 2016 to the effective rate for income from operations before income taxes is as follows: 2017 2016 Benefit for income taxes at federal statutory rate 34.0 % 34.0 % State and local income taxes, net of federal benefit 7.4 7.8 Differences attributable to the Tax and Jobs Cut Act (32.0 ) - Differences attributable to change in state business apportionment (4.7 ) 12.3 Reorganization expenses - (6.0 ) Loss on debt conversion (9.1 ) - Amortization of intangible assets - (6.2 ) Prior year adjustment of taxes (47.1 ) 3.4 Other (0.1 ) 0.1 Less valuation allowance 51.6 (45.4 ) Effective income tax rate 0.0 % 0.0 % During 2017, the Company adjusted its estimate of business apportionment, thus decreasing its effective state and local tax rate from 7.8% to 7.4%. The decrease is primarily due to allocation of business receipts from New York State and New York City. In addition, the Company adjusted prior deferred tax balances for various items which were offset by the valuation allowance. The tax effects of these temporary differences along with the net operating losses, net of an allowance for credits, have been recognized as deferred tax assets (liabilities) at December 31, 2017 and 2016 as follows: 2017 2016 Net operating loss carryforward $ 3,738,980 $ 5,256,605 Bad debt reserve 9,709 141,182 Employee stock compensation 255,322 78,652 Net conversion feature discount - (5,208 ) Intangible assets (858,811 ) - Depreciation 2,567 2,782 Charity 234 344 Net deferred tax asset 3,148,001 5,474,357 Valuation allowance (3,148,001 ) (5,474,357 ) Net deferred tax asset $ - $ - The Company establishes a valuation allowance, if based on the weight of available evidence; it is more likely than not that some portion or all of the deferred assets will not be realized. The valuation allowance increased (decreased) by $(2,326,356) and $894,563 during 2017 and 2016, respectively, offsetting the increase in the deferred tax asset attributable to the net operating loss and reserves. As of December 31, 2017, the Company had a net operating loss carryforward of approximately $13,100,000 for Federal tax purposes. The net operating loss expires through 2037. The Company’s net operating loss carryforward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. As required by the provisions of ASC 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. On December 22, 2017, the Tax Cuts and Jobs Act (“2017 Tax Act”) was enacted, which among numerous other provisions, reduced the federal statutory corporate tax rate from 34% to 21%. Based on the provisions of the 2017 Tax Act, the Company re-measured its deferred tax assets and liabilities and adjusted its estimated annual effective income tax rate to incorporate the lower federal corporate tax rate into the tax provision for the year ended December 31, 2017. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expenses. As of December 31, 2017, the Company has no unrecognized tax positions, including interest and penalties. The tax years 2014 - 2016 are still open to examination by the major tax jurisdictions in which the Company operates. The Company files returns in the United States Federal tax jurisdiction and various other state jurisdictions. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Net Income (Loss) Per Share [Abstract] | |
Net Income (Loss) Per Share | 11. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At December 31, 2017, there were options and warrants to purchase 938,392 and 86,250, respectively, shares of common stock, outstanding that could potentially dilute future net income (loss) per share. At December 31, 2016, there were options to purchase 295,051 shares of common stock, outstanding which could potentially dilute future net income (loss) per share. At December 31, 2016, the Company also had outstanding convertible debt that was initially convertible into 916,667 shares of common stock, which could have potentially diluted future net income (loss) per share. The number of shares the convertible debt could be converted into could have potentially increased under certain circumstances related to the market price of the Company’s common stock at the time of conversion. This debt is no longer outstanding after the Public Offering, as discussed elsewhere in this Annual Report on Form 10-K. |
Construction Backlog
Construction Backlog | 12 Months Ended |
Dec. 31, 2017 | |
Construction Backlog [Abstract] | |
Construction Backlog | 12. Construction Backlog The following represents the backlog of signed construction and engineering contracts in existence at December 31, 2017 and 2016, which represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements in effect at December 31, 2017, on which work has not yet begun: 2017 2016 Balance - January 1 $ 541,291 $ 105,851 New contracts and change orders during the period 81,179,323 807,786 81,720,614 913,637 Less: contract revenue earned during the period (5,061,585 ) (372,346 ) 76,659,029 541,291 Contracts signed but not started - - Balance - December 31 $ 76,659,029 $ 541,291 Backlog at December 31, 2017 includes two large contracts entered into by the Company during the third quarter in the amounts of approximately $55,000,000 and $15,000,000. The Company expects that all of this revenue will be realized by August 31, 2020. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 13. Stockholders’ Equity Public Offering – In July 2017, as permitted by the underwriting agreement entered into in connection with the Public Offering, the underwriters exercised their option to purchase an additional 225,000 shares of common stock at $5.00 per share. The Company incurred $176,771 in issuance costs from this issuance. In connection with this exercise, certain affiliates of the underwriters were granted additional warrants to purchase 11,250 shares of common stock in the aggregate valued at $8,321 (as discussed in Note 14). In connection with and prior to the Public Offering, the Company issued 1,801,670 shares of its common stock upon conversion of all outstanding New Preferred Stock. Also in connection with the Public Offering, the Company issued a total of 516,667 shares of its common stock upon conversion of an aggregate amount of $1,937,500 of the 2016 Debentures. The fair market value of the shares at the time of conversion was $2,583,334. The Company recognized a loss of $645,833, which is included in the overall loss on conversion of convertible debentures of $1,018,475 at December 31, 2017. Issuance of Common Stock and Options for Services Exercise of Stock Options |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants [Abstract] | |
Warrants | 14. Warrants In conjunction with the Public Offering, the Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 86,250 shares of common stock at an exercise price of $6.25 per share. The warrants are exercisable at the option of the holder on or after June 21, 2018 and expire June 21, 2023. The fair value of warrants was calculated utilizing a Black-Scholes model and amounted to $63,796. The fair market value of the warrants as of the date of issuance has been included in issuance costs in additional paid-in-capital. |
Stock Options and Grants
Stock Options and Grants | 12 Months Ended |
Dec. 31, 2017 | |
Stock Options and Grants [Abstract] | |
Stock Options and Grants | 15. Stock Options and Grants A summary of stock option activity and changes during the years ended December 31, 2017 and 2016 is presented below. The table includes options granted to employees and directors of the Company and does not include 50,000 options granted to a consultant during 2017, as described below: Shares Weighted Average Fair Value Per Share Weighted Per Share Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – January 1, 2016 Predecessor 15,425,001 0.07 0.30 7.00 - Granted - - - Exercised - - - Cancelled (15,425,001 ) (0.07 ) (0.30 ) Outstanding – June 30, 2016 Predecessor - - - - - Granted 295,051 1.25 3.00 Exercised - - - Cancelled Outstanding – December 31, 2016 - Successor 295,051 $ 1.25 $ 3.00 - $ - Granted 598,552 1.22 4.28 Exercised (2,803 ) Cancelled (2,408 ) Outstanding – December 31, 2017 - Successor 888,392 1.23 3.86 9.15 $ 1,881,869 Exercisable – December 31, 2016 128,299 1.25 3.00 9.86 - Exercisable – December 31, 2017 738,608 $ 1.22 $ 4.04 9.19 $ 1,435,515 Predecessor Prior to the Effective Date, the Company had stock plans approving the issuance of shares of the Company’s common stock. In connection with the Plan, all of the outstanding stock options under such plans were cancelled. For the six months ended June 30, 2016, the Company recognized stock-based compensation of $119,146 which is included in payroll and related expenses in the accompanying consolidated statements of operations. Successor On October 26, 2016, the Company’s Board of Directors approved the issuance of up to 500,000 shares of the Company’s common stock in the form of restricted stock or options (“2016 Stock Plan”). Effective January 20, 2017, the 2016 Stock Plan was amended and restated as the SG Blocks, Inc. Stock Incentive Plan (the “Incentive Plan”). The Incentive Plan authorizes the issuance of up to 1,500,000 shares of common stock. It authorizes the issuance of equity-based awards in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards to non-employee directors and to officers, employees and consultants of the Company and its subsidiary, except that incentive stock options may only be granted to the Company’s employees and its subsidiary’s employees. The Incentive Plan expires on October 26, 2026, and is administered by the Company’s Compensation Committee of the Board of Directors. Each of the Company’s employees, directors, and consultants are eligible to participate in the 2016 Stock Plan. As of December 31, 2017, there were 561,608 shares of common stock available for issuance under the 2016 Stock Plan. For the year ended December 31, 2017 and the six months ended December 31, 2016, the Company recognized stock-based compensation expense of $701,402 and $188,343, respectively, which is included in payroll and related expenses in the accompanying consolidated statements of operations. As of December 31, 2017, there was $208,576 of total unrecognized compensation costs related to non-vested stock options, which will be expensed over a weighted average period of 1.18 years. The intrinsic value is calculated as the difference between the fair value of the stock price at year end and the exercise price of each of the outstanding stock options. The fair value of the stock price at December 31, 2017 was $5.98 per share. On November 1, 2016, Mahesh Shetty, the Company’s Chief Financial Officer, and two employees of the Company were granted options to purchase 21,839 and an aggregate of 54,596, respectively, shares of the Company’s common stock with an exercise price of $3.00 per share. These options were granted under the 2016 Stock Plan. These options vest at various dates through November 1, 2018 in accordance with the underlying agreement. The fair value of these options upon issuance amounted to $95,390. On November 1, 2016, Paul Galvin, the Company’s Chief Executive Officer, Stevan Armstrong, the Company’s Chief Technology Officer and four directors of the Company, including Mr. Shetty, were granted options to purchase 111,607, 43,677 and an aggregate of 63,335, respectively, shares of the Company’s common stock with an exercise price of $3.00 per share. These options were granted under the 2016 Stock Plan. These options vest at various dates throughout November 1, 2019 in accordance with the underlying agreement. The fair value of these options upon issuance amounted to $272,834. On January 30, 2017, the Company granted Mr. Galvin, Mr. Armstrong, Mr. Shetty, and three employees of the Company options to purchase 96,814, 34,481, 69,038 and an aggregate of 47,010, respectively, shares of the Company’s common stock with an exercise price of $3.00 per share. These options were granted pursuant to the 2016 Stock Plan. These options vest in equal quarterly installments over a two year period and will fully vest by the end of December 2018, in accordance with the underlying agreement. The fair value of these options upon issuance amounted to $316,599. In March 2017, Mr. Galvin and Mr. Shetty, were granted options to purchase 185,425 and 132,446 shares of the Company’s common stock, respectively. The exercise price of such options was contingent on the offering price of the Public Offering and based on the $5.00 Public Offering Price. 185,425 of such options have an exercise price of $5.00 per share and 132,446 have an exercise price of $6.00 per share. These options vested during the three months ended September 30, 2017, when certain performance conditions were met. The fair value of these options upon issuance amounted to $370,558. Also in March 2017, the Company issued options to purchase an aggregate of 33,334 shares of the Company’s common stock to two directors. Such options have an exercise price of $3.00 per share, and vest in quarterly installments, in accordance with the underlying agreement. The fair value of these options upon issuance amount to $42,934. Non-Employee Stock Options In September 2017, in connection with an advisory agreement entered into by the Company (the “Advisory Agreement”), a consultant was granted options to purchase 50,000 shares of the Company’s common stock, with an exercise price of $6.25. The options vest when certain performance conditions are met. These performance conditions consist of the purchase of fifty modular units from the Company by qualified customers. As of December 31, 2017, these options have not vested. The fair value of the stock-based option awards granted during the year ended December 31, 2017 were estimated at the date of grant using the Black-Scholes option valuation model with the following assumptions: 2017 Expected dividend yield 0 % Expected stock volatility 25.5 - 44 % Risk-free interest rate 1.78 - 2.11 % Expected life 5.5 Because the Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method” to calculate the expected life of the stock-based option awards granted to employees. The simplified method is calculated by averaging the vesting period and contractual term of the options. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of consolidation | Basis of consolidation |
Accounting estimates | Accounting estimates |
Operating cycle | Operating cycle – |
Revenue recognition | Revenue recognition Contract costs include all direct material and labor costs and those indirect costs related to contract performance. General and administrative costs, marketing and business development expenses and pre-project expenses are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. An amount equal to contract costs attributable to claims is included in revenue when realization is probable and the amount can be reliably estimated. The asset, “Costs and estimated earnings in excess of billing on uncompleted contracts,” represents revenue recognized in excess of amounts billed. The liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents billing in excess of revenue recognized. The Company offers a one-year warranty on completed contracts. For the years ended December 31, 2017 and 2016, the warranty claims were not material. The Company does not anticipate that any additional claims are likely to occur for warranties that are currently outstanding. Accordingly, no warranty reserve is considered necessary for any of the periods presented. The Company also supplies repurposed containers and SGPBMs to its customers. In these cases, the Company serves as a supplier to its customers for standard and made to order products that it sells at fixed prices. Revenue from these contracts is generally recognized when the products have been delivered to the customer, accepted by the customer and collection is reasonably assured. Revenue is recognized upon completion of the following: an order for product is received from a customer; written approval for the payment schedule is received from the customer and the corresponding required deposit or payments are received; a common carrier signs documentation accepting responsibility for the unit as agent for the customer; and the unit is delivered to the customer’s receiving point, at which point the title and risk of loss passes to the customer. Amounts billed to customers in a sales transaction for shipping and handling are classified as revenue. Products sold are generally paid for based on schedules provided for in each individual customer contract including upfront deposits and progress payments as products are being manufactured. Funds received in advance of meeting the criteria for revenue recognition are deferred and are recorded as revenue when they are earned. |
Cash and cash equivalents | Cash and cash equivalents |
Short-term investment | Short-term investment |
Accounts receivable | Accounts receivable |
Inventory | Inventory |
Goodwill | Goodwill – |
Intangible assets | Intangible assets – Intangible assets represent the preliminary assets identified upon emergence from bankruptcy and consist of $2,766,000 of proprietary knowledge and technology which is being amortized over 20 years and $1,113,000 of customer contracts which is being amortized over 2.5 years. In addition, included in intangible assets is $28,820 of trademarks which is being amortized over 5 years. The Company evaluated intangible assets for impairment during the year ended December 31, 2017, and determined that there are no impairment losses. The accumulated amortization and amortization expense as of and for the year ended December 31, 2017 was $879,573 and $587,823, respectively. The accumulated amortization and amortization expense as of and for the year ended December 31, 2016 was $291,750. The estimated amortization expense for the successive five years is as follows: For the year ending December 31,: 2018 $ 589,264 2019 144,064 2020 144,064 2021 144,064 2022 139,741 Thereafter 1,867,050 $ 3,028,247 |
Equipment | Equipment |
Convertible instruments | Convertible instruments The Company has determined that the embedded conversion options in the convertible debentures should be bifurcated from their host instruments and a portion of the proceeds received upon the issuance of the hybrid contract have been allocated to the fair value of the derivative. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in the consolidated statement of operations. |
Common stock purchase warrants and other derivative financial instruments | Common stock purchase warrants and other derivative financial instruments The Company’s free standing derivatives consisted of issuances of convertible debentures as described in Note 8. Prior to bankruptcy, the Company evaluated the common stock purchase warrants to assess their proper classification in the consolidated balance sheet and determined that the common stock purchase warrants feature a characteristic permitting cash settlement at the option of the holder. In connection with the Plan these warrants were cancelled. |
Fair value measurements | Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Financial assets and liabilities measured at fair value on a recurring basis are summarized below: December 31, Quoted prices in active market for identical assets Significant other Significant Short-term investment $ 30,033 - 30,033 - December 31, Quoted prices in active market for identical assets Significant other observable inputs Significant unobservable inputs Short-term investment $ 30,017 $ - $ 30,017 $ - Conversion option liabilities $ 384,461 $ - $ - $ 384,461 Conversion option liabilities are measured at fair value using the Black-Scholes model and are classified within Level 3 of the valuation hierarchy. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial Officer, who reports to the Chief Executive Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial Officer and are approved by the Chief Executive Officer. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis: For the year ended For the year ended Beginning balance $ 384,461 $ - Aggregate fair value of conversion option liabilities issued - 503,971 Change in fair value related to conversion of convertible debentures (288,134 ) - Change in fair value of conversion option liabilities (96,327 ) (119,510 ) Ending balance $ - $ 384,461 The significant assumptions and valuation methods that the Company used to determine fair value and the change in fair value of the Company’s derivative financial instruments are discussed in Note 8. The Company presented conversion option liabilities at fair value on its consolidated balance sheets, with the corresponding changes in fair value recorded in the Company’s consolidated statements of operations for the applicable reporting periods. As disclosed in Note 8, the Company computed the fair value of the conversion option liabilities at the dates of issuance and the reporting dates of December 31, 2017 and 2016 using a Black-Scholes model. The calculation of the Black-Scholes model involves the use of the fair value of the Company’s common stock, estimated term, volatility, risk-free interest rates and dividend yield (if applicable). The Company developed the assumptions that were used as follows: The fair value of the Company’s common stock was obtained from the terms of the recapitalization of the Company including the Exit Facility, which occurred concurrent with the Company’s emergence from bankruptcy protection as well as publicly traded market prices of the Company. The term represents the remaining contractual term of the derivative; the volatility rate was developed based on analysis of the Company’s historical stock price volatility and the historical volatility rates of several other similarly situated companies (using a number of observations that was at least equal to or exceeded the number of observations in the life of the derivative financial instrument at issue); the risk free interest rates were obtained from publicly available United States Treasury yield curve rates; and the dividend yield is zero because the Company has not paid dividends and does not expect to pay dividends in the foreseeable future. |
Share-based payments | Share-based payments The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors the fair value of the award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees is reported within operating expenses in the consolidated statements of operations. For the year ending December 31, 2017, stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations. |
Income taxes | Income taxes – The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. |
Concentrations of credit risk | Concentrations of credit risk – With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At December 31, 2017 and 2016, 81% and 63%, respectively, of the Company’s accounts receivable were due from two and three customers, respectively. Revenue relating to two and three customers represented approximately 80% and 69% of the Company’s total revenue for the years ended December 31, 2017 and 2016, respectively. Cost of revenue relating to one and three vendors represented approximately 55% and 63% of the Company’s total cost of revenue for the years ended December 31, 2017 and 2016, respectively. The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers. |
Recent accounting pronouncements | Recent accounting pronouncements Revenue from Contracts with Customers Revenue Recognition Revenue Recognition -Construction-Type and Production-Type Contracts Other Assets and Deferred Costs - Contracts with Customers In July 2015, the FASB issued ASU No. 2015-11, Inventory: Simplifying the Measurement of Inventory. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718 |
Emergence from Bankruptcy (Tabl
Emergence from Bankruptcy (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Emergence from Bankruptcy [Abstract] | |
Schedule of reorganization condensed consolidated balance sheet | Predecessor Company Reorganization Adjustments Fresh Start Adjustments Successor Company (Unaudited) Assets Current assets: Cash and cash equivalents $ - $ 955,803 (1) $ - $ 955,803 Short-term investment 30,011 - - 30,011 Accounts receivable, net 190,893 - - 190,893 Prepaid expenses 28,589 - - 28,589 Inventory 40,170 - - 40,170 Total current assets 289,663 955,803 - 1,245,466 Equipment, net 5,600 - - 5,600 Security deposit 1,200 - - 1,200 Goodwill - - 4,162,173 (7) 4,162,173 Intangible assets - - 3,879,000 (7) 3,879,000 Totals $ 296,463 $ 955,803 $ 8,041,173 $ 9,293,439 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ 487,699 $ (212,219 )(2) $ - $ 275,480 Accounts payable and accrued expenses – subject to compromise 120,325 (86,612 )(2) - 33,713 Accrued interest, related party – subject to compromise 43,301 (16,801 )(2) - 26,500 Accrued interest 173,147 (173,147 )(2) - - Related party accounts payable and accrued expenses – subject to compromise 370,151 (163,522 )(2) - 206,629 Related party notes payable – secured claim 73,500 - - 73,500 Convertible debentures, net of discounts 5,405,010 (5,405,010 )(3) - - Billings in excess of costs and estimated earnings on uncompleted contracts 42,674 - - 42,764 Deferred revenue 83,415 - - 83,415 Convertible option liabilities - 394,460 (4) - 394,460 Total current liabilities 6,799,222 (5,662,851 ) - 1,136,371 Debtor in possession financing 600,000 (600,000 )(4) - - Convertible debentures, net of discounts - 1,605,540 (4) - 1,605,540 Total liabilities 7,399,222 (4,657,311 ) - 2,741,911 Commitments and Contingencies Stockholders’ equity (deficit): Successor Preferred stock, $1.00 par value, 5,405,000 shares authorized; 1,801,670 issued and outstanding at June 30, 2016 - 1,801,670 (3) - 1,801,670 Predecessor Preferred stock, $0.01 par value, 5,000,000 shares authorized; 0 issued and outstanding at December 31, 2015 - - - - Successor Common stock, $0.01 par value, 300,000,000 shares authorized; 163,901 issued and outstanding at June 30, 2016 - 1,639 (5) - 1,639 Predecessor Common stock, $0.01 par value, 300,000,000 shares authorized; 42,918,927 issued and outstanding at December 31, 2015 429,189 (429,189 )(5) - - Successor additional paid-in capital - 3,561,463 (3)(6) 1,186,756 (7) 4,748,219 Predecessor additional paid-in capital 7,290,829 - (7,290,829 )(7) - Accumulated deficit (14,822,777 ) 677,531 14,145,246 - Total stockholders’ equity (deficit) (7,102,759 ) 5,613,114 8,041,173 6,551,528 Totals $ 296,463 955,803 8,041,173 9,293,439 1. Reflects the net cash payments recorded as of the Effective Date from implementation of the Plan: 2. Reflects the settlement of accounts payable and accrued expenses upon emergence, as well as payments made on the Effective Date. 3. Reflects the conversion of convertible debentures to preferred stock. 4. Reflects the Convertible Debentures. 5. Reflects the cancellation of predecessor common stock and the issuance of successor common stock. 6. Reorganization adjustment. 7. Reflects the recognition of goodwill, intangible assets and the cumulative impact of fresh-start adjustments. |
Schedule of reorganization adjustments net cash payments recorded as of effective date from implementation plan | Sources: Net proceeds from Exit Facility $ 1,319,001 Total sources 1,319,001 Uses: Predecessor accounts payable and accrued expenses paid upon emergence 185,979 Other payments made upon emergence 177,219 Total uses 363,198 Net Sources $ 955,803 |
Schedule of reorganization items represent amounts incurred subsequent to bankruptcy filing | Successor Predecessor Legal and professional fees $ (110,768 ) (171,893 ) Net gain on reorganization items - 713,379 Reorganization items, net $ (110,768 ) 541,486 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of estimated amortization expense of intangible assets | For the year ending December 31,: 2018 $ 589,264 2019 144,064 2020 144,064 2021 144,064 2022 139,741 Thereafter 1,867,050 $ 3,028,247 |
Summary of financial assets and liabilities measured at fair value on recurring basis | December 31, Quoted prices in active market for identical assets Significant other Significant Short-term investment $ 30,033 - 30,033 - December 31, Quoted prices in active market for identical assets Significant other observable inputs Significant unobservable inputs Short-term investment $ 30,017 $ - $ 30,017 $ - Conversion option liabilities $ 384,461 $ - $ - $ 384,461 |
Summary of changes in fair value of company's level 3 financial liabilities measured on recurring basis | For the year ended For the year ended Beginning balance $ 384,461 $ - Aggregate fair value of conversion option liabilities issued - 503,971 Change in fair value related to conversion of convertible debentures (288,134 ) - Change in fair value of conversion option liabilities (96,327 ) (119,510 ) Ending balance $ - $ 384,461 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounts Receivable [Abstract] | |
Summary of accounts receivable | 2017 2016 Billed: Construction revenue $ 2,470,526 $ 124,713 Engineering services 196,008 144,040 Retainage receivable 373,576 - Total gross receivables 3,040,110 268,753 Less: allowance for doubtful accounts (34,235 ) (34,235 ) Total net receivables $ 3,005,875 $ 234,518 |
Costs and Estimated Earnings 26
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Costs and Estimated Earnings on Uncompleted Contracts [Abstract] | |
Summary of costs and estimated earnings on uncompleted contracts | 2017 2016 Costs incurred on uncompleted contracts $ 3,681,965 $ 316,722 Provision for loss on uncompleted contracts - - Estimated earnings to date on uncompleted contracts 328,273 40,488 4,010,238 357,210 Less: billings to date (5,622,111 ) (372,339 ) $ (1,611,873 ) $ (15,129 ) |
Summary of costs included in condensed consolidated balance sheets | 2017 2016 Costs and estimated earnings in excess of billings on uncompleted contracts $ 61,175 $ 33,349 Billings in excess of cost and estimated earnings on uncompleted contracts (1,673,048 ) (48,478 ) $ (1,611,873 ) $ (15,129 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory [Abstract] | |
Schedule of company's inventory | 2017 2016 Contract building $ - $ 9,445 $ - $ 9,445 |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equipment [Abstract] | |
Schedule of company's equipment | 2017 2016 Computer equipment and software $ 28,370 $ 24,179 Furniture and other equipment 2,997 2,997 31,367 27,176 Less: accumulated depreciation (24,571 ) (21,617 ) $ 6,796 $ 5,559 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Debentures [Abstract] | |
Summary of convertible debentures | December 31, December 31, Exit Facility, net of $0 and $670,845 discount, respectively $ - $ 1,829,155 November 2016 Debenture, net of $0 and $320,318 discount, respectively - 617,182 Total debt - 2,446,337 Less current portion - - Long-term debt $ - $ 2,446,337 |
Schedule of significant assumptions used to measure fair value | Date of Issuance December 31, Stock price $ 3.00 $ 3.00 Term 1.62 – 2 1.5 Volatility 44 – 48.8 % 44.4% Risk-free interest rate 0.58 – 0.873 % 0.966% Exercise price $ 3.75 $ 3.75 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Summary of Company's benefit for income taxes | 2017 2016 Deferred: Federal $ 2,126,062 $ (475,316 ) State and local 200,294 (419,247 ) Total deferred 2,326,356 (894,563 ) Total provision (benefit) for income taxes 2,326,356 (894,563 ) Less: valuation reserve (2,326,356 ) 894,563 Income tax provision $ - $ - |
Summary of reconciliation of the federal statutory rate | 2017 2016 Benefit for income taxes at federal statutory rate 34.0 % 34.0 % State and local income taxes, net of federal benefit 7.4 7.8 Differences attributable to the Tax and Jobs Cut Act (32.0 ) - Differences attributable to change in state business apportionment (4.7 ) 12.3 Reorganization expenses - (6.0 ) Loss on debt conversion (9.1 ) - Amortization of intangible assets - (6.2 ) Prior year adjustment of taxes (47.1 ) 3.4 Other (0.1 ) 0.1 Less valuation allowance 51.6 (45.4 ) Effective income tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets (liabilities) | 2017 2016 Net operating loss carryforward $ 3,738,980 $ 5,256,605 Bad debt reserve 9,709 141,182 Employee stock compensation 255,322 78,652 Net conversion feature discount - (5,208 ) Intangible assets (858,811 ) - Depreciation 2,567 2,782 Charity 234 344 Net deferred tax asset 3,148,001 5,474,357 Valuation allowance (3,148,001 ) (5,474,357 ) Net deferred tax asset $ - $ - |
Construction Backlog (Tables)
Construction Backlog (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Construction Backlog [Abstract] | |
Schedule of backlog of signed construction and engineering contracts | 2017 2016 Balance - January 1 $ 541,291 $ 105,851 New contracts and change orders during the period 81,179,323 807,786 81,720,614 913,637 Less: contract revenue earned during the period (5,061,585 ) (372,346 ) 76,659,029 541,291 Contracts signed but not started - - Balance - December 31 $ 76,659,029 $ 541,291 |
Stock Options and Grants (Table
Stock Options and Grants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stock Options and Grants [Abstract] | |
Summary of employee stock option activity | Shares Weighted Average Fair Value Per Share Weighted Per Share Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – January 1, 2016 Predecessor 15,425,001 0.07 0.30 7.00 - Granted - - - Exercised - - - Cancelled (15,425,001 ) (0.07 ) (0.30 ) Outstanding – June 30, 2016 Predecessor - - - - - Granted 295,051 1.25 3.00 Exercised - - - Cancelled Outstanding – December 31, 2016 - Successor 295,051 $ 1.25 $ 3.00 - $ - Granted 598,552 1.22 4.28 Exercised (2,803 ) Cancelled (2,408 ) Outstanding – December 31, 2017 - Successor 888,392 1.23 3.86 9.15 $ 1,881,869 Exercisable – December 31, 2016 128,299 1.25 3.00 9.86 - Exercisable – December 31, 2017 738,608 $ 1.22 $ 4.04 9.19 $ 1,435,515 |
Summary of fair value stock-based option awards granted using Black-Scholes option valuation model | 2017 Expected dividend yield 0 % Expected stock volatility 25.5 - 44 % Risk-free interest rate 1.78 - 2.11 % Expected life 5.5 |
Description of Business (Detail
Description of Business (Details) - USD ($) | Jul. 12, 2017 | Jul. 31, 2017 | Jun. 30, 2017 | Jun. 27, 2017 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Description of Business (Textual) | |||||||
Reverse stock split | 1-for-3 | ||||||
Proceeds from public stock offering, net of issuance costs | $ 7,059,614 | ||||||
Common stock, shares issued | 4,260,041 | 163,901 | |||||
Common stock, shares outstanding | 4,260,041 | 163,901 | |||||
Offering costs | $ 1,565,386 | ||||||
IPO [Member] | |||||||
Description of Business (Textual) | |||||||
Shares of common stock | 225,000 | 1,500,000 | 1,500,000 | ||||
Shares issued, price per share | $ 5 | ||||||
Proceeds from public stock offering, net of issuance costs | $ 1,046,250 | $ 6,826,558 | |||||
Aggregate purchase warrants | 11,250 | ||||||
Commissions and related expenses | 78,750 | $ 673,442 | |||||
Additional expenses related to offering | $ 813,195 | ||||||
Over Allotment [Member] | |||||||
Description of Business (Textual) | |||||||
Aggregate purchase warrants | 86,250 | ||||||
Exercise price | $ 6.25 |
Emergence from Bankruptcy (Deta
Emergence from Bankruptcy (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Current assets: | ||||||
Cash and cash equivalents | $ 4,870,824 | $ 549,100 | $ 346,417 | $ 955,803 | $ 955,803 | |
Short-term investment | 30,033 | 30,017 | ||||
Accounts receivable, net | 3,005,875 | 234,518 | ||||
Prepaid expenses | 343,173 | 124,720 | ||||
Inventory | 9,445 | |||||
Total current assets | 8,151,797 | 981,149 | ||||
Equipment, net | 6,796 | 5,559 | ||||
Goodwill | 4,162,173 | 4,162,173 | ||||
Intangible assets | 3,028,247 | |||||
Totals | 15,349,013 | 8,736,131 | ||||
Current liabilities: | ||||||
Accounts payable and accrued expenses | 2,148,091 | 350,772 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,673,048 | 48,478 | ||||
Deferred revenue | 72,788 | |||||
Total current liabilities | 3,821,139 | 856,499 | ||||
Total liabilities | 3,821,139 | 3,302,836 | ||||
Commitments and Contingencies | ||||||
Stockholders' equity (deficit): | ||||||
Accumulated deficit | (5,819,256) | (1,306,576) | ||||
Total stockholders' equity (deficit) | 11,527,874 | 5,433,295 | (5,879,637) | |||
Totals | 15,349,013 | 8,736,131 | ||||
Predecessor Company [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 955,803 | $ 466,997 | ||||
Short-term investment | 30,011 | |||||
Accounts receivable, net | 190,893 | |||||
Prepaid expenses | 28,589 | |||||
Inventory | 40,170 | |||||
Total current assets | 289,663 | |||||
Equipment, net | $ 5,559 | 5,600 | ||||
Security deposit | 1,200 | |||||
Goodwill | ||||||
Intangible assets | ||||||
Totals | 296,463 | |||||
Current liabilities: | ||||||
Accounts payable and accrued expenses | 487,699 | |||||
Accounts payable and accrued expenses - subject to compromise | 120,325 | |||||
Accrued interest, related party - subject to compromise | 43,301 | |||||
Accrued interest | 173,147 | |||||
Related party accounts payable and accrued expenses - subject to compromise | 370,151 | |||||
Related party notes payable - secured claim | 73,500 | |||||
Convertible debentures, net of discounts | 5,405,010 | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 42,674 | |||||
Deferred revenue | 83,415 | |||||
Convertible option liabilities | ||||||
Total current liabilities | 6,799,222 | |||||
Debtor in possession financing | 600,000 | |||||
Convertible debentures, net of discounts | ||||||
Total liabilities | 7,399,222 | |||||
Commitments and Contingencies | ||||||
Stockholders' equity (deficit): | ||||||
Successor Preferred stock, $1.00 par value, 5,405,000 shares authorized; 1,801,670 issued and outstanding at June 30, 2016 | ||||||
Predecessor Preferred stock, $0.01 par value, 5,000,000 shares authorized; 0 issued and outstanding at December 31, 2015 | ||||||
Successor Common stock, $0.01 par value, 300,000,000 shares authorized; 163,901 issued and outstanding at June 30, 2016 | ||||||
Predecessor Common stock, $0.01 par value, 300,000,000 shares authorized; 42,918,927 issued and outstanding at December 31, 2015 | 429,189 | |||||
Successor additional paid-in capital | ||||||
Predecessor additional paid-in capital | 7,290,829 | |||||
Accumulated deficit | (14,822,777) | |||||
Total stockholders' equity (deficit) | (7,102,759) | |||||
Totals | 296,463 | |||||
Reorganization Adjustments [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | [1] | 955,803 | ||||
Short-term investment | ||||||
Accounts receivable, net | ||||||
Prepaid expenses | ||||||
Inventory | ||||||
Total current assets | 955,803 | |||||
Equipment, net | ||||||
Security deposit | ||||||
Goodwill | ||||||
Intangible assets | ||||||
Totals | 955,803 | |||||
Current liabilities: | ||||||
Accounts payable and accrued expenses | [2] | (212,219) | ||||
Accounts payable and accrued expenses - subject to compromise | [2] | (86,612) | ||||
Accrued interest, related party - subject to compromise | [2] | (16,801) | ||||
Accrued interest | [2] | (173,147) | ||||
Related party accounts payable and accrued expenses - subject to compromise | [2] | (163,522) | ||||
Related party notes payable - secured claim | ||||||
Convertible debentures, net of discounts | [3] | (5,405,010) | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | ||||||
Deferred revenue | ||||||
Convertible option liabilities | [4] | 394,460 | ||||
Total current liabilities | (5,662,851) | |||||
Debtor in possession financing | [4] | (600,000) | ||||
Convertible debentures, net of discounts | [4] | 1,605,540 | ||||
Total liabilities | (4,657,311) | |||||
Commitments and Contingencies | ||||||
Stockholders' equity (deficit): | ||||||
Successor Preferred stock, $1.00 par value, 5,405,000 shares authorized; 1,801,670 issued and outstanding at June 30, 2016 | [3] | 1,801,670 | ||||
Predecessor Preferred stock, $0.01 par value, 5,000,000 shares authorized; 0 issued and outstanding at December 31, 2015 | ||||||
Successor Common stock, $0.01 par value, 300,000,000 shares authorized; 163,901 issued and outstanding at June 30, 2016 | [5] | 1,639 | ||||
Predecessor Common stock, $0.01 par value, 300,000,000 shares authorized; 42,918,927 issued and outstanding at December 31, 2015 | [5] | (429,189) | ||||
Successor additional paid-in capital | [3],[6] | 3,561,463 | ||||
Predecessor additional paid-in capital | ||||||
Accumulated deficit | 677,531 | |||||
Total stockholders' equity (deficit) | 5,613,114 | |||||
Totals | 955,803 | |||||
Fresh Start Adjustments [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | ||||||
Short-term investment | ||||||
Accounts receivable, net | ||||||
Prepaid expenses | ||||||
Inventory | ||||||
Total current assets | ||||||
Equipment, net | ||||||
Security deposit | ||||||
Goodwill | 4,162,173 | |||||
Intangible assets | 3,879,000 | |||||
Totals | 8,041,173 | |||||
Current liabilities: | ||||||
Accounts payable and accrued expenses | ||||||
Accounts payable and accrued expenses - subject to compromise | ||||||
Accrued interest, related party - subject to compromise | ||||||
Accrued interest | ||||||
Related party accounts payable and accrued expenses - subject to compromise | ||||||
Related party notes payable - secured claim | ||||||
Convertible debentures, net of discounts | ||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | ||||||
Deferred revenue | ||||||
Convertible option liabilities | ||||||
Total current liabilities | ||||||
Debtor in possession financing | ||||||
Convertible debentures, net of discounts | ||||||
Total liabilities | ||||||
Commitments and Contingencies | ||||||
Stockholders' equity (deficit): | ||||||
Successor Preferred stock, $1.00 par value, 5,405,000 shares authorized; 1,801,670 issued and outstanding at June 30, 2016 | ||||||
Predecessor Preferred stock, $0.01 par value, 5,000,000 shares authorized; 0 issued and outstanding at December 31, 2015 | ||||||
Successor Common stock, $0.01 par value, 300,000,000 shares authorized; 163,901 issued and outstanding at June 30, 2016 | ||||||
Predecessor Common stock, $0.01 par value, 300,000,000 shares authorized; 42,918,927 issued and outstanding at December 31, 2015 | ||||||
Successor additional paid-in capital | 1,186,756 | |||||
Predecessor additional paid-in capital | (7,290,829) | |||||
Accumulated deficit | 14,145,246 | |||||
Total stockholders' equity (deficit) | 8,041,173 | |||||
Totals | 8,041,173 | |||||
Successor Company [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 955,803 | |||||
Short-term investment | 30,011 | |||||
Accounts receivable, net | 190,893 | |||||
Prepaid expenses | 28,589 | |||||
Inventory | 40,170 | |||||
Total current assets | 1,245,466 | |||||
Equipment, net | $ 6,796 | 5,600 | ||||
Security deposit | 1,200 | |||||
Goodwill | 4,162,173 | |||||
Intangible assets | 3,879,000 | |||||
Totals | 9,293,439 | |||||
Current liabilities: | ||||||
Accounts payable and accrued expenses | 275,480 | |||||
Accounts payable and accrued expenses - subject to compromise | 33,713 | |||||
Accrued interest, related party - subject to compromise | 26,500 | |||||
Accrued interest | ||||||
Related party accounts payable and accrued expenses - subject to compromise | 206,629 | |||||
Related party notes payable - secured claim | 73,500 | |||||
Convertible debentures, net of discounts | ||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 42,764 | |||||
Deferred revenue | 83,415 | |||||
Convertible option liabilities | 394,460 | |||||
Total current liabilities | 1,136,371 | |||||
Debtor in possession financing | ||||||
Convertible debentures, net of discounts | 1,605,540 | |||||
Total liabilities | 2,741,911 | |||||
Commitments and Contingencies | ||||||
Stockholders' equity (deficit): | ||||||
Successor Preferred stock, $1.00 par value, 5,405,000 shares authorized; 1,801,670 issued and outstanding at June 30, 2016 | 1,801,670 | |||||
Predecessor Preferred stock, $0.01 par value, 5,000,000 shares authorized; 0 issued and outstanding at December 31, 2015 | ||||||
Successor Common stock, $0.01 par value, 300,000,000 shares authorized; 163,901 issued and outstanding at June 30, 2016 | 1,639 | |||||
Predecessor Common stock, $0.01 par value, 300,000,000 shares authorized; 42,918,927 issued and outstanding at December 31, 2015 | ||||||
Successor additional paid-in capital | 4,748,219 | |||||
Predecessor additional paid-in capital | ||||||
Accumulated deficit | ||||||
Total stockholders' equity (deficit) | 6,551,528 | |||||
Totals | $ 9,293,439 | |||||
[1] | Reflects the net cash payments recorded as of the Effective Date from implementation of the Plan: | |||||
[2] | Reflects the settlement of accounts payable and accrued expenses upon emergence, as well as payments made on the Effective Date. | |||||
[3] | Reflects the conversion of convertible debentures to preferred stock. | |||||
[4] | Reflects the Convertible Debentures. | |||||
[5] | Reflects the cancellation of predecessor common stock and the issuance of successor common stock. | |||||
[6] | Reorganization adjustment. |
Emergence from Bankruptcy (De35
Emergence from Bankruptcy (Details 1) - Reorganization Adjustments [Member] | Dec. 31, 2017USD ($) |
Sources: | |
Net proceeds from Exit Facility | $ 1,319,001 |
Total sources | 1,319,001 |
Uses: | |
Predecessor accounts payable and accrued expenses paid upon emergence | 185,979 |
Other payments made upon emergence | 177,219 |
Total uses | 363,198 |
Net Sources | $ 955,803 |
Emergence from Bankruptcy (De36
Emergence from Bankruptcy (Details 2) - USD ($) | 6 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2016 | |
Emergence From Bankruptcy [Line Items] | ||
Legal and professional fees | $ (110,768) | |
Net gain on reorganization items | ||
Reorganization items, net | $ 110,768 | |
Predecessor [Member] | ||
Emergence From Bankruptcy [Line Items] | ||
Legal and professional fees | $ (171,893) | |
Net gain on reorganization items | 713,379 | |
Reorganization items, net | $ (541,486) |
Emergence from Bankruptcy (De37
Emergence from Bankruptcy (Details Textual) - USD ($) | Nov. 17, 2016 | Jun. 29, 2016 | Oct. 15, 2015 | Jun. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2015 |
Emergence from Bankruptcy (Textual) | |||||||||
Accumulated deficit | $ (1,306,576) | $ (5,819,256) | |||||||
Cash balance | $ 955,803 | $ 549,100 | $ 955,803 | $ 346,417 | 4,870,824 | $ 955,803 | |||
Short-term investment | $ 30,000 | ||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||||
Common stock, shares issued | 163,901 | 4,260,041 | |||||||
Common stock, shares outstanding | 163,901 | 4,260,041 | |||||||
Preferred stock, shares authorized | 5,405,010 | 5,405,010 | |||||||
Preferred stock, par value | $ 1 | $ 1 | |||||||
Preferred stock, shares issued | 1,801,670 | 0 | |||||||
Preferred stock, shares outstanding | 1,801,670 | 0 | |||||||
Debt conversion, description | Each of the general unsecured claims received a distribution of 100% of its allowed claim, plus post-petition interest calculated at the Federal judgment rate, payable as follows: 50% on the Effective Date, 25% at the conclusion of the next full fiscal quarter after the Effective Date and the remaining 25%, plus any post-petition interest owed, at the conclusion of the second full fiscal quarter after the Effective Date. | ||||||||
Identified separable intangible assets, description | The identified separable intangible assets included proprietary technology and knowledge and customer contacts. These were valued through identification of the specific cash flows attributable to each asset, using a discount rate of 30% in each case. The proprietary technology and knowledge was valued at $2,766,000 using a royalty savings method over the expected 20-year life of the asset. This method recognizes that ownership of intellectual property relieves the owner from having to pay a royalty to another party for its use. The customer relationships were valued in aggregate at $1,113,000 using a multi-period excess earnings method (MPEEM) over a period of 2.5 years. | ||||||||
Enterprise value | $ 8,551,528 | ||||||||
Received net proceeds | $ 750,000 | ||||||||
Interest expense | 146,509 | ||||||||
Discounted cash flow analysis, description | The DCF analysis also included a terminal value at the end of the forecast period (e.g., after 3.5 years). The terminal value was derived using a Gordon Growth model, which capitalizes the terminal year cash flow at a rate of 5%. The DCF included a 40% tax rate and the use of the Company’s existing net operating loss carry-forward.The discount rate employed in the DCF model was approximately 36.73%. | ||||||||
Successor [Member] | |||||||||
Emergence from Bankruptcy (Textual) | |||||||||
Accumulated deficit | |||||||||
Cash balance | 955,803 | 955,803 | |||||||
Debtor in possession financing | |||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||||
Common stock, shares issued | 163,901 | 163,901 | |||||||
Common stock, shares outstanding | 163,901 | 163,901 | |||||||
Preferred stock, shares authorized | 5,405,000 | 5,405,000 | |||||||
Preferred stock, par value | $ 1 | $ 1 | |||||||
Preferred stock, shares issued | 1,801,670 | 1,801,670 | |||||||
Preferred stock, shares outstanding | 1,801,670 | 1,801,670 | |||||||
Predecessor [Member] | |||||||||
Emergence from Bankruptcy (Textual) | |||||||||
Accumulated deficit | $ (14,822,777) | $ (14,822,777) | |||||||
Cash balance | 955,803 | 955,803 | $ 466,997 | ||||||
Debtor in possession financing | 600,000 | 600,000 | |||||||
Common stock, shares authorized | 300,000,000 | ||||||||
Common stock, par value | $ 0.01 | ||||||||
Common stock, shares issued | 42,918,927 | ||||||||
Common stock, shares outstanding | 42,918,927 | ||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||
Preferred stock, par value | $ 0.01 | ||||||||
Preferred stock, shares issued | 0 | ||||||||
Preferred stock, shares outstanding | 0 | ||||||||
Received net proceeds | 1,919,001 | ||||||||
Derivative Financial Instruments [Member] | |||||||||
Emergence from Bankruptcy (Textual) | |||||||||
Debtor in possession financing | 600,000 | 600,000 | |||||||
Received net proceeds | 1,319,001 | ||||||||
Recorded discount | 500,000 | 500,000 | |||||||
Interest expense | 35,848 | ||||||||
Reorganization costs | 45,151 | 45,151 | |||||||
Derivative financial instrument | 394,460 | 394,460 | |||||||
Debt amount | 1,605,540 | ||||||||
Debt, face amount | $ 2,500,000 | 2,500,000 | |||||||
Former Common Stock [Member] | |||||||||
Emergence from Bankruptcy (Textual) | |||||||||
Common stock, shares authorized | 300,000,000 | ||||||||
Common stock, par value | $ 0.01 | ||||||||
Common stock, shares issued | 42,918,927 | ||||||||
Common stock, shares outstanding | 42,918,927 | ||||||||
Preferred stock conversion basis, description | The holders of Former Common Stock, representing 7.5% of SGB’s issued and outstanding New Common Stock, after taking into account full exercise of the Management Options (as defined below) and conversion of the New Preferred Stock (as defined below), but prior to any conversion of the Exit Facility, as of the Effective Date. Further, under the Plan, upon the Effective Date certain members of the Company’s management were entitled to receive options (“Management Options”) to acquire an aggregate of 10%, or approximately 218,384 shares, of SGB’s New Common Stock, on a fully diluted basis, assuming conversion of all of the New Preferred Stock but not the Exit Facility. | ||||||||
Former Preferred Stock [Member] | |||||||||
Emergence from Bankruptcy (Textual) | |||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||
Preferred stock, par value | $ 0.01 | ||||||||
New Common Stock [Member] | |||||||||
Emergence from Bankruptcy (Textual) | |||||||||
Common stock, par value | $ 0.01 | ||||||||
Common stock, shares issued | 163,901 | ||||||||
Preferred stock, shares authorized | 5,405,010 | ||||||||
Preferred stock, par value | $ 1 | ||||||||
Preferred stock conversion basis, description | Prior to its conversion in June 2017, the New Preferred Stock was convertible into New Common Stock on a 1:1 basis and, if converted on the Effective Date, would convert into 82.5% of the New Common Stock issued and outstanding on the Effective Date, after taking into account shares of New Common Stock issued to holders of the Former Common Stock and the exercise of the Management Options but prior to any conversion of the Exit Facility. As described elsewhere in this Annual Report on Form 10-K, in connection with the Company's Public Offering, the Company converted all of the issued and outstanding shares of New Preferred Stock into 1,801,670 shares of New Common Stock. | ||||||||
Preferred stock shares, received | 1,801,670 | ||||||||
DIP Credit Agreement [Member] | |||||||||
Emergence from Bankruptcy (Textual) | |||||||||
Debtor in possession financing | $ 600,000 | ||||||||
Interest rate | 12.00% | ||||||||
Maturity date | Apr. 15, 2016 | ||||||||
Collateral fee | $ 25,000 | ||||||||
2016 SPA [Member] | |||||||||
Emergence from Bankruptcy (Textual) | |||||||||
Maturity date | Jun. 30, 2018 | ||||||||
Subscription price sales | $ 2,000,000 | ||||||||
Original issue discount rate | 12.00% | ||||||||
Convertible debt principal amount | $ 2,500,000 | $ 2,500,000 | |||||||
Debt conversion, description | The Exit Facility was convertible at HCI's option at any time in whole or in part into shares of New Common Stock (as defined below) at a ratio of 1 share for every $3.75 of debt. | ||||||||
Conversion of stock, shares converted | 375,758 | ||||||||
Securities Purchase Agreement [Member] | HCI [Member] | |||||||||
Emergence from Bankruptcy (Textual) | |||||||||
Maturity date | Jun. 30, 2018 | ||||||||
Subscription price sales | $ 750,000 | ||||||||
Original issue discount rate | 12.00% | ||||||||
Convertible debt principal amount | $ 937,500 | ||||||||
Debt conversion, description | The November 2016 Debenture was convertible at HCI's option at any time in whole or in part into shares of New Common Stock at a ratio of 1 share for every $3.75 of debt. | ||||||||
Debenture converted shares | 140,909 | ||||||||
Convertible options [Member] | |||||||||
Emergence from Bankruptcy (Textual) | |||||||||
Fair value assumptions, stock price | $ 3 | ||||||||
Fair value assumptions, strike price | $ 3.75 | ||||||||
Fair value assumptions, expected volatility rate | 48.80% | ||||||||
Fair value assumptions, risk free interest rate | 0.58% | ||||||||
Fair value assumptions, expected term | 2 years |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Details) | Dec. 31, 2017USD ($) |
Summary of Significant Accounting Policies [Abstract] | |
2,018 | $ 589,264 |
2,019 | 144,064 |
2,020 | 144,064 |
2,021 | 144,064 |
2,022 | 139,741 |
Thereafter | 1,867,050 |
Total | $ 3,028,247 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of financial assets and liabilities measured at fair value on a recurring basis | ||
Short-term investment | $ 30,033 | $ 30,017 |
Conversion option liabilities | 384,461 | |
Fair value measured on recurring basis [Member] | Quoted prices in active market for identical assets (Level l) [Member] | ||
Summary of financial assets and liabilities measured at fair value on a recurring basis | ||
Short-term investment | ||
Conversion option liabilities | ||
Fair value measured on recurring basis [Member] | Significant other observable inputs (Level 2) [Member] | ||
Summary of financial assets and liabilities measured at fair value on a recurring basis | ||
Short-term investment | 30,033 | 30,017 |
Conversion option liabilities | ||
Fair value measured on recurring basis [Member] | Significant unobservable inputs (Level 3) [Member] | ||
Summary of financial assets and liabilities measured at fair value on a recurring basis | ||
Short-term investment | ||
Conversion option liabilities | $ 384,461 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | ||
Beginning balance | $ 384,461 | |
Aggregate fair value of conversion option liabilities issued | 503,971 | |
Change in fair value related to conversion of convertible debentures | (288,134) | |
Change in fair value of conversion option liabilities | (96,327) | (119,510) |
Ending balance | $ 384,461 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | |
Dec. 31, 2017USD ($)CustomerVendors | Dec. 31, 2016USD ($)CustomerVendors | |
Summary of Significant Accounting Policies (Textual) | ||
Inventory work-in-process | $ 9,445 | |
Intangible assets identified bankruptcy proceedings, description | Intangible assets represent the preliminary assets identified upon emergence from bankruptcy and consist of $2,766,000 of proprietary knowledge and technology which is being amortized over 20 years and $1,113,000 of customer contracts which is being amortized over 2.5 years. In addition, included in intangible assets is $28,820 of trademarks which is being amortized over 5 years. | |
Term of company's operating cycle | The length of the Company's contracts varies, but is typically between six to twelve months. | |
Warranty offered on completed contracts | 1 year | |
Estimated useful lives | 5 years | |
Intangible assets trademarks | $ 28,820 | |
Accumulated amortization | 879,573 | 291,750 |
Amortization expense | $ 587,823 | $ 291,750 |
Computer and software [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Estimated useful lives | 3 years | |
Computer and software [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Estimated useful lives | 5 years | |
Accounts receivable [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk, percentage | 81.00% | 63.00% |
Number of customers | Customer | 2 | 3 |
Revenue [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk, percentage | 80.00% | 69.00% |
Number of customers | Customer | 2 | 3 |
Cost of revenue [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk, percentage | 55.00% | 63.00% |
Number of vendors | Vendors | 1 | 3 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of accounts receivable | ||
Total gross receivables | $ 3,040,110 | $ 268,753 |
Less: allowance for doubtful accounts | (34,235) | (34,235) |
Total net receivables | 3,005,875 | 234,518 |
Construction revenue [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 2,470,526 | 124,713 |
Engineering services [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | 196,008 | 144,040 |
Retainage receivable [Member] | ||
Summary of accounts receivable | ||
Total gross receivables | $ 373,576 |
Costs and Estimated Earnings 43
Costs and Estimated Earnings on Uncompleted Contracts (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Costs and estimated earnings on uncompleted contracts | ||
Costs incurred on uncompleted contracts | $ 3,681,965 | $ 316,722 |
Provision for loss on uncompleted contracts | ||
Estimated earnings to date on uncompleted contracts | 328,273 | 40,488 |
Cost on uncompleted contracts, net | 4,010,238 | 357,210 |
Less: billings to date | (5,622,111) | (372,339) |
Costs and estimated earnings on uncompleted contracts, net | $ (1,611,873) | $ (15,129) |
Costs and Estimated Earnings 44
Costs and Estimated Earnings on Uncompleted Contracts (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Costs and estimated earnings amounts on uncompleted contracts included in balance sheets | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 61,175 | $ 33,349 |
Billings in excess of cost and estimated earnings on uncompleted contracts | (1,673,048) | (48,478) |
Costs and estimated earnings on uncompleted contracts, net | $ (1,611,873) | $ (15,129) |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory [Abstract] | ||
Contract building | $ 9,445 | |
Inventory | $ 9,445 |
Equipment (Details)
Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of company's equipment | ||
Equipment, gross | $ 31,367 | $ 27,176 |
Less: accumulated depreciation | (24,571) | (21,617) |
Equipment, net | 6,796 | 5,559 |
Computer equipment and software [Member] | ||
Schedule of company's equipment | ||
Equipment, gross | 28,370 | 24,179 |
Furniture and other equipment [Member] | ||
Schedule of company's equipment | ||
Equipment, gross | $ 2,997 | $ 2,997 |
Equipment (Details Textual)
Equipment (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equipment (Textual) | |||
Depreciation expense | $ 1,434 | $ 2,955 | |
Equipment [Member] | |||
Equipment (Textual) | |||
Depreciation expense | $ 2,955 | $ 3,063 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total debt | $ 2,446,337 | |
Less current portion | ||
Long-term debt | 2,446,337 | |
Exit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,829,155 | |
November 2016 Debenture [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 617,182 |
Convertible Debentures (Detai49
Convertible Debentures (Details 1) - Convertible Debentures [Member] | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Convertible Debentures [Line Items] | |
Stock price | $ 3 |
Term | 1 year 6 months |
Volatility | 44.40% |
Risk-free interest rate | 0.966% |
Exercise price | $ 3.75 |
Date of Issuance [Member] | |
Convertible Debentures [Line Items] | |
Stock price | 3 |
Exercise price | $ 3.75 |
Date of Issuance [Member] | Minimum [Member] | |
Convertible Debentures [Line Items] | |
Term | 1 year 7 months 13 days |
Volatility | 44.00% |
Risk-free interest rate | 0.58% |
Date of Issuance [Member] | Maximum [Member] | |
Convertible Debentures [Line Items] | |
Term | 2 years |
Volatility | 48.80% |
Risk-free interest rate | 0.873% |
Convertible Debentures (Detai50
Convertible Debentures (Details Textual) - USD ($) | Nov. 17, 2016 | Oct. 15, 2015 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2017 |
Convertible Debentures (Textual) | ||||||
Maximum principal amount | $ 600,000 | |||||
Total amortization relating to the discount | $ 250,308 | $ 387,965 | $ 330,388 | |||
Proceedings from the public offering | 7,059,614 | |||||
Additional contractual interest | 146,509 | |||||
HCI [Member] | ||||||
Convertible Debentures (Textual) | ||||||
Maximum principal amount | $ 2,500,000 | |||||
Due date of convertible debentures | Jun. 30, 2018 | |||||
Common stock ratio shares | 1 | |||||
Share price | $ 3.75 | |||||
Fair value of option debenture discount | $ 394,460 | |||||
Senior Secured Convertible Debenture [Member] | ||||||
Convertible Debentures (Textual) | ||||||
Subscription price sales | $ 2,000,000 | |||||
Original issue discount | 12.00% | |||||
Senior Secured Convertible Debenture [Member] | HCI [Member] | ||||||
Convertible Debentures (Textual) | ||||||
Subscription price sales | $ 750,000 | |||||
Maximum principal amount | $ 937,500 | |||||
Due date of convertible debentures | Jun. 30, 2018 | |||||
Original issue discount | 12.00% | |||||
2016 Debentures [Member] | ||||||
Convertible Debentures (Textual) | ||||||
Common stock ratio shares | 1,500,000 | |||||
Fair value of option debenture discount | 384,461 | 503,971 | ||||
Fair value of conversion option liabilities | 503,971 | |||||
2016 Debentures [Member] | HCI [Member] | ||||||
Convertible Debentures (Textual) | ||||||
Debt conversion, converted instrument amount | $ 1,937,500 | |||||
Debt conversion, converted instrument, shares issued | 516,667 | |||||
Loss of conversion of debentures | $ 1,018,475 | |||||
Proceedings from the public offering | 1,500,000 | |||||
Exit Facility [Member] | ||||||
Convertible Debentures (Textual) | ||||||
Fair value of option debenture discount | 670,845 | 0 | ||||
November 2016 Debenture [Member] | ||||||
Convertible Debentures (Textual) | ||||||
Fair value of option debenture discount | $ 320,318 | $ 0 | ||||
November 2016 Debenture [Member] | HCI [Member] | ||||||
Convertible Debentures (Textual) | ||||||
Common stock ratio shares | 1 | |||||
Share price | $ 3.75 |
Debtor in Possession Financing
Debtor in Possession Financing (Details) - Loans Receivable [Member] | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Debtor in Possession Financing (Textual) | |
Debtor in possession financing | $ 600,000 |
Debtor in possession credit facility, interest rate | 12.00% |
Debtor in possession financing, effective date | 2 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred: | ||
Federal | $ 2,126,062 | $ (475,316) |
State and local | 200,294 | (419,247) |
Total deferred | 2,326,356 | (894,563) |
Total provision (benefit) for income taxes | 2,326,356 | (894,563) |
Less: valuation reserve | (2,326,356) | 894,563 |
Income tax provision |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of reconciliation of the federal statutory rate | ||
Benefit for income taxes at federal statutory rate | 34.00% | 34.00% |
State and local income taxes, net of federal benefit | 7.40% | 7.80% |
Differences attributable to the Tax and Jobs Cut Act | (32.00%) | |
Differences attributable to change in state business apportionment | (4.70%) | 12.30% |
Reorganization expenses | (6.00%) | |
Loss on debt conversion | (9.10%) | |
Amortization of intangible assets | (6.20%) | |
Prior year adjustment of taxes | (47.10%) | 3.40% |
Other | (0.10%) | 0.10% |
Less valuation allowance | 51.60% | (45.40%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets (liabilities) | ||
Net operating loss carryforward | $ 3,738,980 | $ 5,256,605 |
Bad debt reserve | 9,709 | 141,182 |
Employee stock compensation | 255,322 | 78,652 |
Net conversion feature discount | (5,208) | |
Intangible assets | (858,811) | |
Depreciation | 2,567 | 2,782 |
Charity | 234 | 344 |
Net deferred tax asset | 3,148,001 | 5,474,357 |
Valuation allowance | (3,148,001) | (5,474,357) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | |||
Reconciliation of federal statutory rate | 0.00% | 0.00% | |
Effective state and local tax rate | 7.40% | 7.80% | |
Valuation allowance | $ (2,326,356) | $ 894,563 | |
Net operating loss carry forward | $ 13,100,000 | ||
Net operating loss expiration date | Dec. 31, 2037 | ||
Maximum [Member] | |||
Income Taxes (Textual) | |||
Reconciliation of federal statutory rate | 34.00% | ||
Effective state and local tax rate | 7.80% | ||
Minimum [Member] | |||
Income Taxes (Textual) | |||
Reconciliation of federal statutory rate | 21.00% | ||
Effective state and local tax rate | 7.40% |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock options [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 938,392 | 295,051 |
Warrants [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 86,250 | |
Convertible Debt [Member] | ||
Net Income (Loss) Per Share (Textual) | ||
Warrants to purchase shares of common stock | 916,667 |
Construction Backlog (Details)
Construction Backlog (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Construction Backlog [Abstract] | |||
Balance - beginning of period | $ 541,291 | $ 105,851 | |
New contracts and change orders during the period | 81,179,323 | 807,786 | |
Construction backlog, gross | 81,720,614 | 913,637 | |
Less: contract revenue earned during the period | (5,061,585) | (372,346) | |
Construction backlog, net | 76,659,029 | 541,291 | |
Contracts signed but not started | [1] | ||
Balance - end of period | $ 76,659,029 | $ 541,291 | |
[1] | 3 NTG: What is this line meant to include? |
Construction Backlog (Details T
Construction Backlog (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Construction Backlog (Textual) | |||
Large contracts entered | $ 81,179,323 | $ 807,786 | |
Contract One [Member] | |||
Construction Backlog (Textual) | |||
Large contracts entered | $ 55,000,000 | ||
Contract Two [Member] | |||
Construction Backlog (Textual) | |||
Large contracts entered | $ 15,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Jul. 12, 2017 | Nov. 30, 2017 | Nov. 20, 2017 | Jul. 31, 2017 | Jun. 30, 2017 | Jun. 27, 2017 | Dec. 31, 2017 |
Stockholders' Equity (Textual) | |||||||
Aggregate amount of conversion | $ 2,583,334 | ||||||
Issuance of common stock for services | 254,000 | ||||||
Loss on conversion of convertible debentures | 1,018,475 | ||||||
Recognized loss on conversion | $ 645,833 | ||||||
Options Held [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Exercise of stock options, Shares | 2,803 | ||||||
Common stock exercise price | $ 3 | ||||||
2016 Debentures [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Issued shares of common stock | 1,500,000 | ||||||
Common stock issued upon conversion | 516,667 | ||||||
Aggregate amount of conversion | $ 1,937,500 | ||||||
IPO [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Issued shares of common stock | 225,000 | 1,500,000 | 1,500,000 | ||||
Common stock, per share | $ 5 | $ 5 | |||||
Issuance costs of offering | $ 176,771 | $ 1,388,615 | |||||
Warrants issued | $ 55,475 | ||||||
Issued warrants | 75,000 | ||||||
Fair value of warrants | $ 8,321 | ||||||
Warrants to purchase | 11,250 | ||||||
New Preferred Stock [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Common stock issued upon conversion | 1,801,670 | ||||||
Issuance of Common Stock & Options for Services [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Consultant received option to purchase | 50,000 | ||||||
Issuance of common stock for services | $ 254,500 | ||||||
Issuance of common stock for services, Shares | 50,000 |
Warrants (Details)
Warrants (Details) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Warrants (Textual) | |
Aggregate purchase warrants | shares | 86,250 |
Common stock exercise price | $ / shares | $ 6.25 |
Fair value of warrants | $ | $ 63,796 |
Maturity date | Jun. 21, 2023 |
Stock Options and Grants (Detai
Stock Options and Grants (Details) - Stock options [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares Outstanding, Beginning balance | 295,051 | |||
Shares, Granted | 598,552 | |||
Shares, Exercised | (2,803) | |||
Shares, Cancelled | (2,408) | |||
Shares Outstanding, Ending balance | 295,051 | 888,392 | 295,051 | |
Shares, Exercisable | 128,299 | 738,608 | 128,299 | |
Weighted Average Fair Value Per Share, Outstanding, Beginning balance | $ 1.25 | |||
Weighted Average Fair Value Per Share, Granted | 1.22 | |||
Weighted Average Fair Value Per Share, Exercised | ||||
Weighted Average Fair Value Per Share, Cancelled | ||||
Weighted Average Fair Value Per Share, Outstanding, Ending balance | $ 1.25 | 1.23 | $ 1.25 | |
Weighted Average Fair Value Per Share, Exercisable | 1.25 | 1.22 | 1.25 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | 3 | |||
Weighted Average Exercise Price Per Share, Granted | 4.28 | |||
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | 3 | 3.86 | 3 | |
Weighted Average Exercise Price Per Share, Exercisable | $ 3 | $ 4.04 | $ 3 | |
Weighted Average Remaining Terms (in years), Outstanding, Ending balance | 9 years 1 month 24 days | |||
Weighted Average Remaining Terms (in years), Exercisable | 9 years 2 months 8 days | 9 years 10 months 10 days | ||
Aggregate intrinsic Value, Outstanding, Beginning balance | ||||
Aggregate Intrinsic Value, Outstanding, Ending balance | 1,881,869 | |||
Aggregate Intrinsic Value, Exercisable | $ 1,435,515 | |||
Predecessor [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares Outstanding, Beginning balance | 15,425,001 | 295,051 | 15,425,001 | |
Shares, Granted | 295,051 | |||
Shares, Exercised | ||||
Shares, Cancelled | (15,425,001) | |||
Shares Outstanding, Ending balance | 295,051 | 295,051 | ||
Weighted Average Fair Value Per Share, Outstanding, Beginning balance | $ 0.07 | $ 1.25 | $ 0.07 | |
Weighted Average Fair Value Per Share, Granted | 1.25 | |||
Weighted Average Fair Value Per Share, Exercised | ||||
Weighted Average Fair Value Per Share, Cancelled | (0.07) | |||
Weighted Average Fair Value Per Share, Outstanding, Ending balance | 1.25 | 1.25 | ||
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | 0.30 | $ 3 | 0.30 | |
Weighted Average Exercise Price Per Share, Granted | 3 | |||
Weighted Average Exercise Price Per Share, Exercised | ||||
Weighted Average Exercise Price Per Share, Cancelled | (0.30) | |||
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | $ 3 | $ 3 | ||
Weighted Average Remaining Terms (in years), Outstanding, Beginning balance | 7 years | |||
Aggregate intrinsic Value, Outstanding, Beginning balance | ||||
Aggregate Intrinsic Value, Outstanding, Ending balance |
Stock Options and Grants (Det62
Stock Options and Grants (Details 1) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Expected life | 5 years 6 months |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected stock volatility | 25.50% |
Risk-free interest rate | 1.78% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected stock volatility | 44.00% |
Risk-free interest rate | 2.11% |
Stock Options and Grants (Det63
Stock Options and Grants (Details Textual) | Nov. 01, 2016USD ($)Employee$ / sharesshares | Sep. 30, 2017$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Jan. 30, 2017USD ($)$ / sharesshares | Oct. 26, 2016shares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2017USD ($)$ / sharesshares |
Stock Options and Grants (Textual) | |||||||||||
Stock-based compensation | $ | $ 188,343 | $ 701,402 | |||||||||
Recognized stock-based compensation expense | $ | $ 439,821 | $ 119,146 | 649,204 | ||||||||
Unrecognized compensation costs | $ | $ 208,576 | $ 208,576 | |||||||||
Non-vested stock options weighted average period | 1 year 2 months 5 days | ||||||||||
Advisory Agreement [Member] | |||||||||||
Stock Options and Grants (Textual) | |||||||||||
Granted options to purchase | 50,000 | 50,000 | |||||||||
Exercise price | $ / shares | $ 6.25 | $ 6.25 | $ 6.25 | $ 6.25 | |||||||
Paul Galvin [Member] | |||||||||||
Stock Options and Grants (Textual) | |||||||||||
Granted options to purchase | 185,425 | ||||||||||
Exercise price | $ / shares | $ 5 | ||||||||||
Mahesh Shetty [Member] | |||||||||||
Stock Options and Grants (Textual) | |||||||||||
Granted options to purchase | 132,446 | ||||||||||
Exercise price | $ / shares | $ 6 | ||||||||||
Employees and Directors [Member] | |||||||||||
Stock Options and Grants (Textual) | |||||||||||
Granted options to purchase | 50,000 | ||||||||||
Predecessor [Member] | |||||||||||
Stock Options and Grants (Textual) | |||||||||||
Stock-based compensation | $ | $ 119,146 | ||||||||||
2016 Plan [Member] | |||||||||||
Stock Options and Grants (Textual) | |||||||||||
Restricted stock or options issued, shares | 500,000 | ||||||||||
Common stock available for issuance, shares | 1,500,000 | 561,608 | 561,608 | ||||||||
2016 Plan One [Member] | Paul Galvin [Member] | |||||||||||
Stock Options and Grants (Textual) | |||||||||||
Granted options to purchase | 111,607 | 185,425 | 96,814 | ||||||||
Exercise price | $ / shares | $ 3 | $ 5 | $ 3 | ||||||||
Fair value of options | $ | $ 272,834 | $ 316,599 | $ 370,558 | ||||||||
2016 Plan One [Member] | Mahesh Shetty [Member] | |||||||||||
Stock Options and Grants (Textual) | |||||||||||
Granted options to purchase | 21,839 | 132,446 | 69,038 | ||||||||
Exercise price | $ / shares | $ 3 | $ 6 | $ 3 | ||||||||
Fair value of options | $ | $ 95,390 | $ 370,558 | $ 316,599 | $ 370,558 | |||||||
2016 Plan One [Member] | Stevan Armstrong [Member] | |||||||||||
Stock Options and Grants (Textual) | |||||||||||
Granted options to purchase | 43,677 | 34,481 | |||||||||
Exercise price | $ / shares | $ 3 | $ 3 | |||||||||
Fair value of options | $ | $ 272,834 | $ 316,599 | |||||||||
2016 Plan One [Member] | Director [Member] | |||||||||||
Stock Options and Grants (Textual) | |||||||||||
Granted options to purchase | 63,335 | 33,334 | |||||||||
Exercise price | $ / shares | $ 3 | $ 3 | |||||||||
Fair value of options | $ | $ 272,834 | $ 42,934 | |||||||||
2016 Plan One [Member] | Employee [Member] | |||||||||||
Stock Options and Grants (Textual) | |||||||||||
Granted options to purchase | 54,596 | 47,010 | |||||||||
Exercise price | $ / shares | $ 3 | ||||||||||
Fair value of options | $ | $ 95,390 | ||||||||||
Number of employees | Employee | 2 |