Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Interim financial information – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 nine months ended September 30, 2018 December 31, 2018 The condensed consolidated financial statements and notes should be read in conjunction with the financial statements and notes for the year ended December 31, 2017 December 31, 2017 Basis of consolidation – The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, SG Building Blocks, Inc. and those entities in which it has a controlling interest. The Company consolidates entities that it controls due to ownership of a majority voting interest, and it consolidates variable interest entities “VIEs” when it has variable interests and is the primary beneficiary. The Company's share of earnings or losses of nonconsolidated affiliates is included in the Company's consolidated operating results using the equity method of accounting. All intercompany balances and transactions are eliminated. Certain prior period amounts have been reclassified to conform to the current period’s presentation. The Company conducts some of its operations through joint ventures, which operate through partnerships, corporations, undivided interest and other business forms and are principally accounted for using the equity method of accounting. The joint ventures are characterized by a 50% or less, noncontrolling ownership or participation interest, with decision making and distribution of expected gains and losses typically being proportionate to the ownership or participation interest. For unconsolidated partnerships and joint ventures, the Company generally recognizes its proportionate share of revenue, cost and profit in its Condensed Consolidated Statement of Operations and uses the one 0 In accordance with Accounting Standards Update (“ASU”) No. 2015-02, “Consolidation” (Topic 810) (“ASC 810”), the Company assesses joint ventures at inception to determine if any meet the qualifications of a VIE. The Company considers a partnership or joint venture a VIE if it has any of the following characteristics: (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810 The Company also performs a qualitative assessment of each VIE to determi 810 As required by ASC 810 In some cases, the Company is required to consolidate certain VIEs if it determines it is the primary beneficiary of the joint venture because it controls the activities that most significantly impact the economic performance of the entity. SG Residential, Inc. is a consolidated VIE because the total equity investment was nominal and not sufficient to permit the entity to finance its activities without additional subordinated financial support. The Company applies the provisions of ASC 810-10-45, which establishes accounting and reporting standards for ownership interests in subsidiaries held by owners other than the parent, the amount of consolidated net earnings attributable to the parent and to the noncontrolling interests, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. As required by ASC 810-10-45, the Company has separately disclosed on the face of the Condensed Consolidated Statement of Operations for all periods presented the amount of net income (loss) attributable to the Company and the amount of net income (loss) attributable to noncontrolling interests. For the three and nine months ended September 30, 2018, net loss attributable to noncontrolling interests was $52,445. For the three and nine months ended September 30, 2018, no distributions paid to or capital contributions were recorded for noncontrolling interest s Comprehensive Income The Company follows Financial Accounting Standards Board (“FASB”) ASC 220.10, "Reporting Comprehensive Income." Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). Since the Company has no items of other comprehensive income, comprehensive income (loss) is equal to net income (loss). Recently adopted accounting pronouncements New accounting pronouncements implemented by the Company during the nine 2018 In May 2014, the FASB issued ASU No. 2014 09 606 606 606 605 605 606 In accordance with ASC 606 606 605 606 606 In recalculating costs and revenue under ASC 606 Recently issued accounting pronouncements not yet adopted New accounting pronouncements requiring implementation in future periods are discussed below. In February 2016, the FASB issued ASU No. 2016 02 842 2016 02 2016 02 twelve 2018 11 842 2018 11 2018 10 842 2018 10 2016 02 2016 02 2018 10 2018 11 2016 02 2016 02 In January 2017, the FASB issued ASU No. 2017 04 2 2017 04 In February 2018, the FASB issued ASU No. 2018 02 220 2018 02 2018 02 2018 02 In June 2018, the FASB issued ASU No. 2018 07 718 2018 07 718 2018 07 718 2018 07 718 1 2 606 2018 07 In August 2018, the FASB issued ASU No. 2018 13 820 3 2018 13 2018 13 In August 2018, the Securities and Exchange Commission issued a final rule "Disclosure Update and Simplification". The final rule is intended to update existing disclosure requirements that have become redundant, duplicative, overlapping, outdated or superseded and to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Included in the final rule is a requirement to present changes in stockholders' equity in the Company's 10-Q filings. The final rule is effective for all filings made on or after November 5, 2018. The Securities and Exchange Commission is not objecting to filers deferring the presentation of changes in stockholders' equity in their quarterly reports on Form 10-Q until after the effective date. The presentation of stockholders' equity will be included in the Company's 2019 first quarter filing. Accounting estimates – The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Significant areas that require the Company to make estimates include revenue recognition, stock-based compensation, warrant liabilities and allowance for doubtful accounts. Actual results could differ from those estimates. Operating cycle – The length of the Company’s contracts varies but is typically between six to twelve months. twelve one year Revenue recognition – On January 1, 2018, the Company adopted the following ASUs: ASU 2014 09 2014 09 five ASU 2016 08 2014 09 2016 08 2016 08 ASU 2016 10 2014 09 2016 10 2016 10 ASU 2016 12 2014 09 ASU 2016 20 606 ASU 2017 05 610 20 ASU 2017 13 The adoption of ASC 606 five 606 ( 1 ( 2 ( 3 ( 4 ( 5 The new revenue recognition standard requires the Company to determine, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time—regardless of the length of contract or other factors. The Company now applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e., percentage of completion). Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. For the nine months ended September 30, 2018 2017 nine months ended September 30, 2018 2017 Remaining Unsatisfied Performance Obligations The Company’s remaining unsatisfied performance obligations (“RUPO”) as of September 30, 2018 As of September 30, 2018 The Company expects to satisfy its RUPO as of September 30, 2018 Within 1 $ 19,302,904 1 2 63,794,582 Thereafter 19,742,160 Total Remaining Unsatisfied Performance Obligations $ 102,839,646 Although RUPO reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. RUPO is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Disaggregation of Revenues The Company’s revenues are principally derived from construction and engineering contracts related to Modules. Our contracts are with many different customers in numerous industries. The following tables provide further disaggregation of the Company’s revenues by categories: Three Months Ended September 30, Revenue by Customer Type 2018 2017 ( 1 Multi-Family $ 47,026 2 % $ — — Office 445,992 22 % 137,889 10 % Retail 955,667 46 % 92,535 7 % School 602,641 29 % 1,157,453 83 % Special Use 30,990 1 % 2,159 — Other 509 — 4,916 — Total revenue by customer type $ 2,082,825 100 % $ 1,394,952 100 % Nine Months Ended September 30, Revenue by Customer Type 2018 2017 ( 1 Multi-Family $ 257,840 4 % $ — — Office 1,039,348 18 % 1,111,171 38 % Retail 1,487,587 25 % 312,999 10 % School 2,462,880 42 % 1,525,168 51 % Special Use 667,074 11 % 9,208 — Other 17,421 — 42,733 1 % Total revenue by customer type $ 5,932,150 100 % $ 3,001,279 100 % ( 1 Prior period amounts have not been adjusted for the adoption of ASC 606 Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable are recognized net of an allowance for doubtful accounts. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the condensed consolidated balance sheets and labeled as “costs and estimated earnings in excess of billings on uncompleted contracts”. Contract liabilities from construction and engineering contracts occur when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the condensed consolidated balance sheet and labeled as “billings in excess of costs and estimated earnings on uncompleted contracts”. Although the Company 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. Impact of the Adoption of ASC 606 Prior to implementing ASC 606 606 The actual cost as a percent of total expected cost at completion was used to estimate the percentage completed on fixed price jobs. Furthermore, the process for allocating transaction price to performance obligations is also substantially similar to prior years. As a result, no material modifications were required to be made to our method of revenue recognition. Cash and cash equivalents – The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three Short-term investment – The Company classifies any investments with a maturity greater than three one Accounts receivable – Accounts receivable are receivables generated from sales to customers and progress billings on performance type contracts. Amounts included in accounts receivable are deemed to be collectible within the Company’s operating cycle. Management provides an allowance for doubtful accounts based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Goodwill – T he Company performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of its reporting unit below its carrying values. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, management conducts a two Intangible assets – In tangible assets consist of $ 2,766,000 20 1,113,000 2.5 28,820 5,000 years. The Company evaluated intangible assets for impairment during the year ended December 31, 2017 September 30, 2018 2017 three months ended September 30, 2018 2017 147,316 respectively. expense for the nine months ended September 30, 2018 2017 five For the year ending December 31,: 2018 $ 147,565 2019 145,064 2020 145,064 2021 145,064 2022 140,741 Thereafter 1,867,717 Total estimated amortization expense $ 2,591,215 Fair value measurements – Financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, are carried at cost, which the Company believes approximates fair value due to the short-term nature of these instruments. 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 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: Short-term investment: The Company had $30,033 in a short-term investment as of December 31, 2017 2 nine months ended September 30, 2018 September 30, 2018 Conversion option liabilities: The conversion option liabilities are measured at fair value using the Black-Scholes model and are classified within Level 3 3 3 September 30, 2018 The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 nine months ended September 30, 2017 that are measured at fair value on a recurring basis: Nine Months Ended September 30, 2017 Beginning balance $ 384,461 Aggregate fair value of conversion option liabilities issued — Change in fair value related to conversion of convertible debentures (288,134 ) Change in fair value of conversion option liabilities and warrants (96,327 ) Ending balance $ — The Company presented the conversion option liabilities at fair value on its condensed consolidated balance sheets, with the corresponding changes in fair value recorded in the Company’s condensed consolidated statements of operations for the applicable reporting periods. The calculation of the Black-Scholes model involved 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 (defined below), which occurred concurrent with the Company’s emergence from bankruptcy protection, as well as publicly traded market prices of the Company’s common stock. The term represented 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 was zero 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 payroll and related expenses in the consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations. For the nine September 30, 2018 Income taxes – The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. 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. Impact of the Tax Cuts and Jobs Act The TCJA was enacted in the United States on December 2 2 2017 Among other things, the TCJA lowered the corporate tax rate from 35.0% to 21.0% and imposed a one-time transition tax on unremitted earnings as of the end of 2017. 118 “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” 118 118 The Company recognized the income tax effects of the TCJA in its consolidated financial statements for the year ended December 31, 2017 three and nine September 30, 2018 Concentrations of credit risk – Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in its account and believes that it is not exposed to any significant credit risk on the account. 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 September 30, 2018 December 31, 2017 Revenue relating to four customers represented approximately 11%, 14%, 29% three months ended September 30, 2018 three months ended September 30, 2017 nine months ended September 30, 2018 nine months ended September 30, 2017 Cost of revenue relating to four three months ended September 30, 2018 2017 nine months ended September 30, 2018 2017 |