Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 09, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | FTE Networks, Inc. | |
Entity Central Index Key | 1,122,063 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 7,500,819 | |
Trading Symbol | FTNW | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 12,884 | $ 15,642 |
Accounts receivable, net | 72,693 | 62,199 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 2,206 | 11,226 |
Other current assets | 8,814 | 7,256 |
Total Current Assets | 96,597 | 96,323 |
Property and equipment, net | 9,165 | 7,955 |
Intangible assets, net | 23,190 | 27,696 |
Goodwill | 35,672 | 35,672 |
Total Assets | 164,624 | 167,647 |
Current Liabilities: | ||
Accounts payable | 40,175 | 35,135 |
Contract liabilities | 21,754 | 30,304 |
Due to related parties | 89 | |
Accrued expenses and other current liabilities | 7,141 | 9,973 |
Senior note payable, current portion net of original issue discount and deferred financing costs | 28,661 | |
Notes payable, current portion, net of original issue discount and deferred costs | 14,343 | 10,488 |
Notes payable, related party, current | 19,173 | 8,526 |
Total Current Liabilities | 131,336 | 94,426 |
Senior note payable, non-current portion, net of original issue discount and deferred financing costs | 24,143 | |
Notes payable, non-current portion | 1,617 | 1,955 |
Notes payable, related parties, non-current, net of debt discount | 27,775 | 38,530 |
Deferred tax liability | 1,007 | 560 |
Total Liabilities | 161,735 | 159,614 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common stock; $0.001 par value, 100,000,000 shares authorized, 7,401,658 and 5,789,281 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 7 | 6 |
Additional paid-in capital | 67,677 | 49,381 |
Shares to be issued | 625 | |
Subscriptions receivable | (2,769) | (3,675) |
Accumulated deficit | (62,026) | (38,304) |
Total Stockholders' Equity | 2,889 | 8,033 |
Total Liabilities and Stockholders' Equity | 164,624 | 167,647 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||
Series A-1 Convertible Preferred Shares [Member] | ||
Stockholders' Equity: | ||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 7,401,658 | 5,789,281 |
Common stock, shares outstanding | 7,401,658 | 5,789,281 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 |
Preferred stock, shares designated | 4,500 | 4,500 |
Preferred stock, shares issued | 500 | 500 |
Preferred stock, shares outstanding | 500 | 500 |
Preferred stock, liquidation preference per share | $ 1,509,755 | $ 1,509,755 |
Series A-1 Convertible Preferred Shares [Member] | ||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 |
Preferred stock, shares designated | 1,000 | 1,000 |
Preferred stock, shares issued | 295 | 295 |
Preferred stock, shares outstanding | 295 | 295 |
Preferred stock, liquidation preference per share | $ 929,033 | $ 929,033 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Revenues, net of discounts | $ 86,367 | $ 50,697 | $ 171,511 | $ 55,783 | ||
Cost of revenues | 72,415 | 42,377 | 146,069 | 45,055 | ||
Gross profit | 13,952 | 8,320 | 25,442 | 10,728 | ||
Operating Expenses | ||||||
Compensation expense | 6,856 | 4,169 | 12,494 | 5,356 | ||
Selling, general and administrative expenses | 5,122 | 3,529 | 9,321 | 4,503 | ||
Amortization of intangible assets | 938 | 589 | 1,876 | 589 | ||
Travel expense | 567 | 191 | 836 | 291 | ||
Occupancy costs | 166 | 280 | 337 | 394 | ||
Transaction expenses | 33 | 1,409 | 125 | 1,419 | ||
Loss on sale of asset | (47) | 429 | (13) | 472 | ||
Total operating expenses | 13,635 | 10,596 | 24,976 | 13,024 | ||
Operating income (loss) | 317 | (2,276) | 466 | (2,296) | ||
Other (Expense) Income | ||||||
Interest (expense) income | (2,889) | (1,793) | (3,802) | (2,527) | ||
Amortization of deferred financing costs and debt discount | (3,458) | (1,934) | (9,370) | (2,331) | ||
Change in warrant fair market valuation | 1,021 | (1,179) | ||||
Other (expense) income | (1,421) | 10 | (1,744) | (46) | ||
Financing costs | (6,214) | (8,812) | (563) | |||
Total other (expense) income | (13,982) | (2,696) | (23,728) | (6,646) | ||
(Loss) income before (benefit) provision for income taxes | (13,665) | (4,972) | (23,262) | (8,942) | ||
(Benefit) provision for income taxes | (107) | 121 | 460 | 121 | ||
Net (loss) income | (13,558) | (5,093) | (23,722) | (9,063) | ||
Preferred stock dividends | (20) | (20) | (40) | (40) | ||
Net (loss) income attributable to common shareholders | $ (13,578) | $ (5,113) | $ (23,762) | $ (9,103) | ||
Loss per share: | ||||||
Basic and Diluted | $ (2.26) | $ (1.02) | $ (4.53) | $ (2.11) | ||
Weighted average number of common shares outstanding | ||||||
Basic and Diluted | 5,997,856 | 4,989,451 | 5,249,808 | 4,305,814 | ||
Predecessor [Member] | ||||||
Revenues, net of discounts | [1] | $ 42,089 | ||||
Cost of revenues | [1] | 33,789 | ||||
Gross profit | [1] | 8,300 | ||||
Operating Expenses | ||||||
Compensation expense | [1] | 5,671 | ||||
Selling, general and administrative expenses | [1] | 2,009 | ||||
Amortization of intangible assets | [1] | |||||
Travel expense | [1] | 22 | ||||
Occupancy costs | 160 | |||||
Transaction expenses | ||||||
Loss on sale of asset | [1] | |||||
Total operating expenses | [1] | 7,862 | ||||
Operating income (loss) | [1] | 438 | ||||
Other (Expense) Income | ||||||
Interest (expense) income | [1] | 5 | ||||
Amortization of deferred financing costs and debt discount | [1] | |||||
Change in warrant fair market valuation | [1] | |||||
Other (expense) income | [1] | 51 | ||||
Financing costs | [1] | |||||
Total other (expense) income | [1] | 56 | ||||
(Loss) income before (benefit) provision for income taxes | [1] | 494 | ||||
(Benefit) provision for income taxes | [1] | 240 | ||||
Net (loss) income | [1] | 254 | ||||
Preferred stock dividends | [1] | |||||
Net (loss) income attributable to common shareholders | [1] | $ 254 | ||||
[1] | Activity for the period April 1, 2017 through April 20, 2017 was not material. |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands | Series A Convertible Preferred Stock [Member] | Series A-1 Convertible Preferred Stock [Member] | Common Stock [Member] | Paid in Capital [Member] | Subscription Receivable [Member] | Shares to be Issued [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 6 | $ 49,381 | $ (3,675) | $ 625 | $ (38,304) | $ 8,033 | ||
Balance, shares at Dec. 31, 2017 | 500 | 295 | 5,798,281 | |||||
Common Shares retired | $ (1) | 1 | ||||||
Common Shares retired, shares | (69,484) | |||||||
Common Shares to settle legal matter | 300 | 300 | ||||||
Common Shares to settle legal matter, shares | 14,277 | |||||||
Common Shares sold to investors | $ 1 | 6,356 | (625) | 5,732 | ||||
Common Shares sold to investors, shares | 873,198 | |||||||
Common Shares issued to consultants | 734 | $ 734 | ||||||
Common Shares issued to consultants, shares | 40,336 | |||||||
Common Shares issued to board members | 447 | $ 447 | ||||||
Common Shares issued to board members, shares | 25,750 | |||||||
Common Shares issued to settle debt and related costs | $ 1 | 10,188 | 10,189 | |||||
Common Shares issued to settle debt and related costs, shares | 515,530 | |||||||
Common shares issued to warrant holders upon exercise | ||||||||
Common shares issued to warrant holders upon exercise, shares | 185,767 | |||||||
Share- based compensation | 310 | 906 | 1,216 | |||||
Share- based compensation, shares | 18,003 | |||||||
Accrued dividends - preferred stock | (40) | (40) | ||||||
Net loss | (23,722) | (23,722) | ||||||
Balance at Jun. 30, 2018 | $ 7 | $ 67,677 | $ (2,769) | $ (62,026) | $ 2,889 | |||
Balance, shares at Jun. 30, 2018 | 500 | 295 | 7,401,658 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Cash flows from operating activities: | ||||
Net (loss) income | $ (23,722) | $ (9,063) | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||
Depreciation | 863 | 289 | ||
Amortization of debt discount | 18,371 | 3,166 | ||
Amortization of intangible assets | 4,506 | 2,310 | ||
Payment in kind interest - senior debt | 1,491 | 446 | ||
Payment in kind interest - note payable | 111 | |||
Payment in kind interest - related party | 874 | |||
Share-based compensation | 1,216 | 1,970 | ||
Change in fair value of warrant derivative liability | 1,179 | |||
(Gain) loss on sale of asset | (13) | 472 | ||
Deferred tax income taxes | 486 | |||
Provision for bad debts | 300 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (10,493) | (13,961) | ||
Cost and estimated earnings in excess of billings on uncompleted contracts | 9,019 | |||
Other current assets | (369) | (423) | ||
Due to related party | 552 | 54 | ||
Accounts payable and accrued liabilities | 2,481 | 5,818 | ||
Contract liabilities | (8,550) | 8,617 | ||
Net cash (used in) provided by operating activities | (3,177) | 1,084 | ||
Cash flows from investing activities: | ||||
Net cash paid for Benchmark Builders, Inc. acquisition | (14,834) | |||
Purchase of property and equipment | (2,059) | (2,391) | ||
Net cash used in investing activities | (2,059) | (17,225) | ||
Cash flows from financing activities: | ||||
Proceeds from issuance of notes payable, net | 13,698 | 4,728 | ||
Payments on notes payable | (14,981) | (1,305) | ||
Proceeds from issuance of notes payable – senior notes | 935 | 11,000 | ||
Payments on notes payable - related parties | (2,650) | 7,500 | ||
Payment of deferred financing costs | (257) | |||
Distributions to stockholders | ||||
Net proceeds for shares to be issued | 615 | |||
Net proceeds from sale of common stock | 5,733 | 26 | ||
Net cash provided by financing activities | 2,478 | 22,564 | ||
Net change in cash | (2,758) | 6,423 | ||
Cash and cash equivalents, beginning of period | $ 1,412 | 15,642 | 1,412 | |
Cash and cash equivalents, end of period | 12,884 | 7,835 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid for interest | 1,039 | 2,528 | ||
Cash paid for income taxes | 10 | 173 | ||
Non-cash investing and financing activities: | ||||
Common stock shares issued to settle legal matter | 300 | 14 | ||
Common stock shares issued for notes payable and other debt | 7,600 | 264 | ||
Common stock shares issued to senior lender | 5,651 | |||
Common stock shares issued to board members | 447 | |||
Accrued dividends, preferred stock | 40 | 40 | ||
Common stock shares issued to employees under employment agreement for future services | 3,795 | |||
Common stock shares issued to consultants for services to be rendered | 734 | 1,219 | ||
Common stock shares issued to investor relation firm for services to be rendered | 125 | |||
Series A, B notes considerations for Benchmark acquisition | 42,500 | |||
Common stock issued as consideration for Benchmark acquisition | 21,658 | |||
Common stock shares reclassified from Temporary Equity | 437 | |||
Predecessor [Member] | ||||
Cash flows from operating activities: | ||||
Net (loss) income | [1] | 254 | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||
Depreciation | [1] | 5 | ||
Amortization of debt discount | [1] | |||
Payment in kind interest - senior debt | [1] | |||
Payment in kind interest - note payable | [1] | |||
Payment in kind interest - related party | [1] | |||
Share-based compensation | [1] | |||
Change in fair value of warrant derivative liability | [1] | |||
(Gain) loss on sale of asset | ||||
Deferred tax income taxes | [1] | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | [1] | 37,076 | ||
Cost and estimated earnings in excess of billings on uncompleted contracts | [1] | |||
Due to related party | [1] | (1,061) | ||
Accounts payable and accrued liabilities | [1] | (37,498) | ||
Contract liabilities | [1] | 5,514 | ||
Net cash (used in) provided by operating activities | [1] | 4,290 | ||
Cash flows from investing activities: | ||||
Net cash paid for Benchmark Builders, Inc. acquisition | [1] | |||
Purchase of property and equipment | [1] | (28) | ||
Net cash used in investing activities | [1] | (28) | ||
Cash flows from financing activities: | ||||
Proceeds from issuance of notes payable, net | [1] | |||
Payments on notes payable | [1] | |||
Proceeds from issuance of notes payable – senior notes | [1] | |||
Payments on notes payable - related parties | ||||
Payment of deferred financing costs | [1] | |||
Distributions to stockholders | [1] | (6,599) | ||
Net proceeds for shares to be issued | [1] | |||
Net proceeds from sale of common stock | [1] | |||
Net cash provided by financing activities | [1] | (6,599) | ||
Net change in cash | [1] | (2,337) | ||
Cash and cash equivalents, beginning of period | [1] | 4,753 | $ 4,753 | |
Cash and cash equivalents, end of period | [1] | 2,416 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid for interest | [1] | |||
Cash paid for income taxes | [1] | 68 | ||
Non-cash investing and financing activities: | ||||
Common stock shares issued to settle legal matter | [1] | |||
Common stock shares issued for notes payable and other debt | [1] | |||
Common stock shares issued to senior lender | [1] | |||
Common stock shares issued to board members | [1] | |||
Accrued dividends, preferred stock | [1] | |||
Common stock shares issued to employees under employment agreement for future services | [1] | |||
Common stock shares issued to consultants for services to be rendered | [1] | |||
Common stock shares issued to investor relation firm for services to be rendered | [1] | |||
Series A, B notes considerations for Benchmark acquisition | [1] | |||
Common stock issued as consideration for Benchmark acquisition | [1] | |||
Common stock shares reclassified from Temporary Equity | [1] | |||
[1] | Activity for the period April 1, 2017 through April 20, 2017 was not material. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | NOTE 1. BASIS OF PRESENTATION and Significant Accounting Policies Description of Business FTE Networks, Inc. (collectively with its subsidiaries, “FTE” or the “Company” is a leading provider of innovative technology-oriented solutions for smart platforms, network infrastructure and buildings throughout the United States across a range of industries. The Company’s primary activities include the engineering, building, installation, maintenance and support solutions for state-of-the-art networks and commercial properties and the following services, data center infrastructure, fiber optics, wireless integration, network engineering, internet service provider, general contracting management and general contracting. On April 20, 2017, FTE acquired Benchmark Builders, Inc. (“Benchmark” or “Predecessor”). Benchmark is a full-service general contracting management and general contracting firm in the New York metropolitan area. See Note 4. The Company and Benchmark operate in similar segments. Unaudited predecessor financial statements have been provided in these condensed consolidated financial statements since the operations of the Company before the acquisition of Benchmark were insignificant relative to the operations acquired. Basis of Presentation The accompanying condensed unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated balance sheet as of December 31, 2017 is derived from the Company’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these condensed unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2017 contained in the Company’s 2017 Annual Report on Form 10-K (the “2017 Form 10-K”). The condensed consolidated financial statements include the Predecessor financial statements for the period of January 1, 2017 through March 31, 2017, the activity for the period from April 1, 2017 through April 20, 2017 was not material. In management’s opinion, all normal and recurring adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included. Certain prior year amounts have been reclassified to conform to the current period presentation. Interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The Company believes that the disclosures made in these condensed unaudited consolidated financial statements are adequate to make the information not misleading. Segments The Company operates in two segments in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280 “ Segments There have been no material changes to the Company’s significant accounting policies and critical accounting estimates described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Use of Estimates The preparation of financial statements in conformity with U. S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Key estimates include: the recognition of revenue and project profit or loss (which the Company defines as project revenue less project costs of revenue, including project-related depreciation), in particular, on construction contracts accounted for under the percentage-of-completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of probable contract price adjustments as inputs; allowances for doubtful accounts; estimated fair values of acquired assets; asset lives used in computing depreciation and amortization; share-based compensation; other reserves and accruals; accounting for income taxes. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations taken as a whole, actual results could differ materially from those estimates. Balance Sheet Classifications The Company includes in current assets and liabilities retainage receivable and payable under construction contracts that may extend beyond one year. A one-year time period is used as the basis for classifying all other current assets and liabilities. Recently Adopted Accounting Standards The Company adopted ASC No. 606, “ Revenue from Contracts with Customers Note 3 In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 clarifies and provides specific guidance on eight cash flow classification issues that are not currently addressed in U.S. GAAP and will thereby reduce the current diversity in practice. ASU 2016-15 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017, with early application permitted. The Company adopted the new standard on January 1, 2018 without a material impact on its financial statements. Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The standard requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. The standard is effective for annual reporting periods beginning after December 15, 2018, the effective date for the Company is January 1, 2019, with early application permitted. The adoption will require a modified retrospective approach for leases that exist or are entered after the beginning of the earliest period presented. The Company is currently evaluating the standard to determine the impact of the adoption on the consolidated financial statements. The Company will adopt ASU 2016-02 as of January 1, 2019 and expects to utilize the expedients permitted under ASU 2016-02, which allow entities to retain the classification of lease contracts existing as of the date of adoption and ASU 2018-11 which relieves the entities from having to present prior comparative years’ results when adopting the standard and allows an entity to recognize the cumulative effect of applying the new standard to leased assets and liabilities as an adjustment to the opening balance of retained earnings. The Company is continuing to assess the potential effects of this ASU, which have not yet been quantified, on its consolidated financial statements. The Company’s assessment, which it expects to substantially complete in the fourth quarter of 2018, includes a detailed review of the lease contracts and a comparison of its historical accounting policies and practices to the new standard. Based on the Company’s progress in reviewing its leasing arrangements across all of its business units, the Company expects to recognize incremental lease assets and liabilities on its consolidated balance sheets upon adoption of the standard. This ASU is not expected to have a material effect on the amount of expense recognized in connection with the Company’s current leasing arrangements as compared to current practice; however, based on the Company’s preliminary review of its lease contracts to date, it anticipates that the amount of incremental lease assets and lease liabilities to be recognized upon adoption of this ASU will not be material. The Company’s expectations may change as its assessment progresses. For information about the Company’s future lease commitments as of December 31, 2017, see Note 12 – Commitments and Contingencies in the Company’s 2017 Form 10-K. Net Loss Per Common Share Basic loss per share is computed by dividing net loss attributable to common stockholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period adjusted for the dilutive effects of common stock equivalents (the denominator), as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as issued but unvested restricted shares. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company incurred losses for the three and six months ended June 30, 2018 and 2017. The Company had the following anti-dilutive common stock equivalents as calculated under the treasury stock method: For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Convertible preferred stock, Series A (a) 28,324 26,687 28,324 26,687 Convertible preferred stock, Series A-1 (a) 17,937 15,746 17,937 15,746 Common stock warrants 1,122,520 819,925 1,122,520 819,925 Restricted stock units 322,921 322,921 322,921 322,921 Options 46,634 — 46,634 — Total potentially dilutive shares 1,538,336 1,185,279 1,538,336 1,185,279 (a) Dilutive effect of convertible securities are included in diluted EPS by application of the if-converted method. The above table excludes any common shares related to the convertible debt since such debt is only convertible at the then prevailing market price upon default. Income Taxes The Company’s effective tax rate for the three months ended June 30, 2018 and 2017 was 1.1% and (2.4)%, respectively. The Company’s effective tax rate for the six months ended June 30, 2018 and 2017 was (1.9)% and (1.4)%, respectively. For the three and six months ended June 30, 2018 and 2017, the Company calculated income tax expense based upon an annual effective tax rate forecast adjusted for discrete items that specifically relate to the interim period. Changes in tax laws or rates on deferred tax assets and liabilities are recognized as discrete items in the interim period that includes the enactment date. The Company’s effective tax rate for the three and six months ended June 30, 2018 was primarily based on the Company’s recognition of a deferred tax liability as of March 31 and June 30, 2018. The deferred tax liability is related to goodwill, which was assigned an indefinite life for book purposes, also knows as a “naked credit” in the amount of $1,120 and $1,007 as of March 31 and June 30, 2018, respectively. On December 22, 2017, new legislation was signed into law, informally titled the Tax Cuts and Jobs Act, which included, among other things, a provision to reduce the federal corporate income tax rate to 21%. Under ASC 740, Accounting for Income Taxes, the enactment of the Tax Act also requires companies, to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. There is no further change to its assertion on maintaining a full valuation allowance against its U.S. deferred tax assets. The Company’s gross deferred tax assets have been revalued from 34% to 21% with a corresponding offset to the valuation allowance. Any potential other taxes arising due to the Tax Act will result in reductions to its net operating loss carryforward and valuation allowance. The reduction of the corporate tax rate resulted in a write-down of the gross deferred tax asset of approximately $4,700, and a corresponding write-down of the valuation allowance. Upon completion of the 2017 and 2018 U.S. income tax returns the Company may identify additional remeasurement adjustments to the deferred tax liability. The Company will continue to assess its provision for income taxes as future guidance is issued, but do not currently anticipate significant revisions will be necessary. Any such revisions will be treated in accordance with the measurement period guidance outlined in Staff Accounting Bulletin No. 118. |
Liquidity and Managements' Plan
Liquidity and Managements' Plans | 6 Months Ended |
Jun. 30, 2018 | |
Liquidity And Managements Plans | |
Liquidity and Managements' Plans | Note 2. Liquidity and Managements’ Plans The Company reported operating income of $466 during the six months ended June 30, 2018 and had a cash and cash equivalent balance of $12,884 at June 30, 2018. The Company also used cash in its operating activities of $3,177 and had a working capital deficit of $34,739 due to its senior notes payables becoming current within the year. The Company believes with its cash and cash equivalent balance at June 30, 2018 of $12,884, current revenues of $171,511 and backlog and orders under master service agreements of approximately $322,000 as of June 30, 2018, will be sufficient to maintain operations and working capital requirements for at least the next 12 months from the date of this filing. Other sources of liquidity could include additional potential issuances of debt or equity securities in public or private financings. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 3. Revenue Recognition On January 1, 2018, the Company adopted ASC No. 606. Under ASC No. 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC No. 606. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company does not collect sales, value add, and other taxes collected on behalf of third parties. Disaggregation of Revenue The following table details the revenue from customers disaggregated by source of revenue. Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Major Sources of Revenue Infrastructure $ 86,028 $ 170,953 Technology 339 558 Total $ 86,367 $ 171,511 Infrastructure revenue Revenues in the Infrastructure segment are derived from construction services, which in Benchmark are derived from short-term construction projects ranging from 6 to 12 months in duration under fixed-price contracts. The Company has determined that these short-term construction projects provide a distinct service and, therefore, qualify as one performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. Revenue from fixed-price contracts provide for a fixed amount of revenue for the entire project, subject to certain additions for modified scope or specifications to the original project. Revenue is recognized over time, because of the continuous transfer of control to the customer as all the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed. This continuous transfer of control to the customer is further supported by clauses in the contract that allow the customer to unilaterally terminate the contract for convenience, pay us for costs incurred plus a reasonable profit and take control of any work in process. Under ASC No.606, the cost-to-cost measure of progress continues to best depict the transfer of control of assets to the customer, which occurs as we incur costs. Contract costs include labor, material, and other direct costs. Contract modifications are routine in the performance of the contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contact modifications are for goods or services that are not distinct, therefore, accounted for as part of the existing contract. Cost to obtain contracts (pre-contract costs) are generally charged to expense as incurred and included in operating expenses on the consolidated statements of operations. Certain construction contracts include retention provisions to provide assurance to the customers that the Company will perform in accordance with the contract terms and, therefore, not considered a financing benefit. The balances billed but not paid by customers pursuant to these provisions generally become due upon completion and acceptance of the project work or products by the customer. The Company has determined that there are no significant financing components in its contracts during the three and six months ended June 30, 2018. Costs to mobilize equipment and labor to a job site prior to substantive work beginning are capitalized as incurred and amortized over the expected duration of the contract. As of June 30, 2018, and January 1, 2018, the Company had no material capitalized mobilization costs. Revenue from telecommunication services from FTE Network Services are derived from short-term projects performed under master and other service agreements as well as from contracts for specific projects or jobs requiring the installation of an entire infrastructure system or specified units within an entire infrastructure system. The Company has determined that these short-term projects provide a distinct service and therefore qualify as one performance obligation. The Company provides services under unit-price or fixed-price master service or other service agreements under which the Company furnishes specified units of service for a fixed-price per unit of service and revenue is recognized upon completion of the defined project due to its short-term nature. Technology revenue The Company also derives service revenues by managing wireless networks for customers to offer to their tenants and bills monthly in advance for the month’s services. The Company determined the wireless service contracts cover a single performance obligation and transfer control of access to the wireless service continuously, as the customer simultaneously receives and consumes the benefits. Therefore, the revenue for the monthly wireless service, is considered to be recognized over time. Contract Assets and Liabilities The timing of revenue recognition, billings and cash collections results in billed accounts receivable, retainage receivable and costs and estimated earning in excess of billings on uncompleted contracts (contract assets) on the consolidated balance sheet. In the infrastructure segment, amounts are billed as work in progress in accordance with agreed-upon contractual terms at periodic intervals. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company sometimes receives advances or deposits from its customers, before revenue is recognized, resulting in billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities). These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of the reporting period. Changes in the contract asset and liability balances for the three and six months ended June 30, 2018 were not materially impacted by any other factors. The following table provides information about receivables, contract assets and contract liabilities from contracts with customers: January 1, 2018 June 30, 2018 Trade receivables $ 62,199 $ 72,693 Contract assets $ 11,226 $ 2,206 Contract liabilities $ 30,304 $ 21,754 As of January 1, 2018, and June 30, 2018 contract liabilities consisted of accrued subcontract costs, therefore, no amounts were recognized in revenue during the three and six months ended June 30, 2018 related to its contract liabilities. Contract Acquisition Costs The Company does not have commission programs or incur other contract fulfilment costs in obtaining new contracts. All personnel costs were expensed as current period costs. Contract Estimates Accounting for long-term contracts and programs involves the use of techniques to estimate total contract revenue and costs. Transaction price for contracts may include variable consideration, which includes increases to transaction price for approved and change orders, claims and other contract provisions. The Company includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of the anticipated performance and all information (historical, current and forecasted) that is reasonably available to the Company. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price are not resolved in the Company’s favor, or to the extent other contract provisions reflected in the transaction price are not earned, there could be reductions in or reversals of, previously recognized revenue. No adjustment on any one contract was material to the consolidated financial statements for the three and six months ended June 30, 2018 and 2017. Transaction Price Allocated to the Remaining Performance Obligations On June 30, 2018, the Company had approximately $132,000 of estimated revenue expec |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition | NOTE 4. ACQUISITION 2017 Acquisition During April 2017, the Company acquired all the issued and outstanding shares of common stock of Benchmark Builders, Inc. (“Benchmark”). The acquisition was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations Unaudited Supplemental Pro Forma Information The pro forma results presented below include the effects of the Company’s 2017 acquisition of Benchmark as if the acquisition occurred on January 1, 2017. The pro forma net loss for the period ended June 30, 2017 includes the additional depreciation and amortization resulting from the adjustments to the value of property and equipment and intangible assets resulting from purchase accounting and elimination of transaction costs. The pro forma results also include interest expense associated with debt used to fund the acquisitions. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2017. The unaudited pro forma combined results, which assumes the transaction was completed on January 1 are as follows for the period ended June 30, 2017. Revenue [*] Net Loss[*] Loss per Share Weighted Average Shares 2017 supplemental pro forma from January 1, 2017 through June 30, 2017 $ 97,872 $ (13,448 ) $ (2.93 ) 4,585,951 [*] The unaudited supplemental pro forma activity from April 1, 2017 through June 30, 2017 has been excluded as the activity for the period April 1, 2017 through April 20, 2017 was not material. |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Accounts Receivable | NOTE 5. Accounts Receivable Accounts receivable, net for the following: June 30, 2018 December 31, 2017 Uncompleted contracts $ 39,848 $ 39,612 Completed contracts 6,992 8,555 Accounts receivable 5,899 4,510 Unbilled receivable 20,624 10,077 Allowance for doubtful accounts (670 ) (555 ) Accounts receivable, net $ 72,693 $ 62,199 Accounts receivable from customers are generated from revenues earned after the installation or service for a job has been completed, inspected and approval has been obtained by its customer. The Company segments some of its large contracts into smaller more manageable contracts which allows for certain jobs to be completed, inspected and approved for payment by the customer in less time than non-segmentation. Unbilled Accounts Receivable are generally invoiced when authorized by the service provider typically within 90 to 180 days after the Company completes its performance obligation. The payment terms are generally 30 days. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 6. INTANGIBLE ASSETS AND GOODWILL The fair value of identifiable intangible assets consisted of the following at June 30, 2018: Weighted average remaining useful life (months) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite- Lived Intangible Goodwill — $ 35,672 $ — $ 35,672 Definite- Lived Intangibles Trademarks and tradenames 69.7 2,749 468 2,281 Customer relationships 69.7 22,743 3,872 18,871 Contracts in progress 3.7 10,632 9,010 1,622 Non-compete 45.7 548 132 416 Total Definite Intangible Assets 36,672 13,482 23,190 Total Intangible Assets $ 72,344 $ 13,482 $ 58,862 The Company performs its annual goodwill impairment assessment at the end of the first quarter each year. As a result of the Company’s annual assessment, the Company determined that the fair value of the indefinite-lived intangible asset was substantially in excess of its carrying values and no impairment had occurred. The Company continues to believe that goodwill and the indefinite-lived intangible asset are recoverable; however, significant adverse changes in the projected revenues and cash flows of the Company could result in an impairment of goodwill or the indefinite-lived intangible asset. There can be no assurances that goodwill or the indefinite-lived intangible asset may not be impaired in future periods. Amortization expense for the three months ended June 30, 2018 and 2017, totaled $2,253 and $2,310, respectively, and for the six months ended June 30, 2018 and 2017, totaled $4,506 and $2,310, respectively. For the three and six months ended June 30, 2018, amortization expense of $938 and $1,876, respectively, was charged to operating expenses and $1,315 and $2,630, respectively, was charged to cost of revenues. For the three months ended June 30, 2017, amortization expense of $590, was charged to operating expenses and $1,720, was charged to cost of revenues. No amortization expense was recorded prior to April 20, 2017, the acquisition date of Benchmark. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7. NOTES PAYABLE Outstanding promissory notes and other notes payable consisted of the following: June 30, 2018 December 31, 2017 Vendor notes issued to settle litigation, bearing interest rates between 0% and 6% per annum, terms range from 1 to 48 months. $ 629 $ 890 Short-term agreements, due between one and six months 4,120 7,315 Short-term notes payable bearing interest at stated rates between 4% and 12% per annum. Terms range from 3 to 36 months 12,725 5,214 Obligations under capital leases, bearing interest rates between 4.1% and 8.2% per annum, secured by equipment having a value that approximates the debt value. Terms range from 48 to 60 months. 465 695 Various Equipment notes, bearing interest rates between 2% and 41% per annum, secured by equipment having a value that approximates the debt value. Terms range from 30 to 72 months 1,350 1,507 Total Notes Payables 19,289 15,621 Less: Original issue discount and deferred financing costs (3,329 ) (3,138 ) Notes payable, net of original issue discount and deferred financing costs 15,960 12,483 Less: Current portion (14,343 ) (10,488 ) Total Notes non-current portion $ 1,617 $ 1,995 During the six months ended June 30, 2018, the Company issued short-term agreement and notes payable in an aggregate of $13,698 net of original issue discounts of $4,843 and deferred financing costs of $1,000. The short-term agreements and promissory notes payable are unsecured, bear interest between 4% and 12% per annum and mature between three months and three years. During the six months ended June 30, 2018, the Company repaid a total of $14,336 in cash and issued an aggregate of 277,536 shares of common shares for the payment of $1,928 in promissory note principal and accrued interest. |
Senior Debt
Senior Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Senior Debt | NOTE 8. SENIOR DEBT The Company’s senior credit facility, the (“Facility”) as amended provides financing at the discretion of the lender with an interest rate of 12% paid quarterly in arrears and includes a “payment in kind” (PIK) provision providing a 4% per annum increase in the principal balance monthly. The Facility is due on March 31, 2019 and is secured by all assets of the Company. During January 2018, the Company received cash of $23 for a note under the terms of the facility and converted $867 in PIK interest and $110 in debt discount into principal, all due March 31, 2019. During April 2018, the Company borrowed a total of $1,025 under the terms of the Facility, due March 31, 2019. The Company recognized an original issuance discount of $103 and deferred finance costs of $10 on the note. The Company recognized $483 and $990 in interest expense from the amortization of original issuance discounts and deferred financing costs for the three months ended June 30, 2018 and 2017, respectively, and $1,579 and $1,239 for six months ended June 30, 2018 and 2017, respectively. June 30, 2018 December 31, 2017 Senior note payable $ 32,124 $ 29,475 Less: Original issue discount (3,117 ) (4,901 ) Less: Deferred financing cost (346 ) (431 ) Total Senior note payable, current portion $ 28,661 $ — Total Senior note payable, non-current portion $ — $ 24,143 The Company is in compliance with its debt covenants as of June 30, 2018 and December 31, 2017. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9. RELATED PARTY TRANSACTIONS Guarantees Related Party Advances The Chief Executive Officer (“CEO”) provided cash advances witnessed by interest-bearing notes totaling $1,198 and $536, as of June 30, 2018 and December 31, 2017, respectively, and provided cash advances totaling $0 and $80, as of June 30, 2018 and December 31, 2017, respectively. Additionally, the CEO provided a personal credit card account for the purchase of goods and services by FTE. While the credit card balances are reflected in the Company’s books and records, the CEO is personally liable for the payment of the entire amount of the open credit obligation, which was $4 and $12 as of June 30, 2018 and December 31, 2017, respectively. Additionally, the Company entered into several secured equipment financing arrangements with total obligations of approximately $105 and $345 as of June 30, 2018 and December 31, 2017, respectively, that required the guaranty of a Company officer, which was provided by him. The Chief Financial Officer (“CFO”) provided an unsecured, interest-bearing note totaling $150 during the year ended December 31, 2017. The balance on the note was $0 and $80 as of June 30, 2018 and December 31, 2017, respectively. Additionally, the CFO personally guaranteed several secured equipment financing arrangements with total obligations of approximately $262 and $562 as of June 30, 2018 and December 31, 2017, respectively. The CFO also provides a personal credit card account for the purchase of goods and services by FTE. While the credit card balances are reflected in the Company’s books and records, the CFO is personally liable for the payment of the entire amount of the open credit obligation, which was $0 and $14 at June 30, 2018 and December 31, 2017, respectively. Mr. Chris Ferguson, a member of the Board of Directors, has provided cash advances totaling $147 as of June 30, 2018 and December 31, 2017. Benchmark Acquisition On April 20, 2017, the Company issued Series A convertible promissory notes, in the aggregate principal amount of $12,500 to the former owners of Benchmark and significant shareholders of the Company, maturing on April 20, 2019. Interest is computed at the rate of 5% percent per annum on the outstanding principal, is payable in arrears quarterly, commencing June 30, 2017 by capitalizing it to the outstanding principal amount. Interest expense was $164 and $324 for the three and six months ended June 30, 2018, and $122 for both the three and six months ended June 30, 2017. On April 20, 2017, the Company issued Series B Notes in the aggregate principal amount of $30,000 to the former owners of Benchmark and significant shareholders of the Company, which mature on April 20, 2020. Interest is computed at the rate of 3% per annum on the outstanding principal is payable in arrears quarterly, commencing June 30, 2017 by capitalizing it to the outstanding principal amount. Interest expense was $263 and $485 for the three and six months ended June 30, 2018, respectively, and $175 for both the three and six months ended of June 30, 2017. On April 20, 2017, the Company issued Series C Notes in the aggregate principal amount of $7,500 to the former owners of Benchmark and significant shareholders of the Company, which mature on October 20, 2018. Interest computes at the rate of 3% per annum on the outstanding principal, is payable in arrears quarterly, commencing June 30, 2017 by capitalizing it to the outstanding principal amount. Interest expense was $41 and $92 for the three and six months ended June 30, 2018, respectively, and $42 for both the three and six months ended of June 30, 2017. Total related party notes consisted of the following: June 30, 2018 December 31, 2017 CEO and Board Member Cash Advance $ 1,578 $ 1,043 CFO — 80 Series A Notes 13,265 12,942 Series B Notes 31,091 30,633 Series C Notes 4,845 7,403 50,779 52,101 Less: current portion (19,173 ) (8,526 ) Less: discount on related party notes (3,831 ) (5,045 ) Total related party notes $ 27,775 $ 38,530 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10. COMMITMENTS AND CONTINGENCIES The Company is involved in litigation claims arising in the ordinary course of business. Legal fees and other costs associated with such actions are expensed as incurred. In addition, the Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. The Company reserves for costs relating to these matters when a loss is probable and the amount can be reasonably estimated. There have been no material developments in any legal proceedings since the disclosures contained in the Company’s Form 10-K for the year ended December 31, 2017. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 11. STOCKHOLDERS’ EQUITY Dividends Dividend charges recorded during the three and six months ended June 30, 2018 and 2017 are as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 Series A $ 13 $ 13 $ 26 $ 25 A-1 7 7 14 15 Total $ 20 $ 20 $ 40 $ 40 Accrued dividends payable included in accrued expenses are as follows: June 30, 2018 December 31,2017 Series A $ 385 $ 354 A-1 265 257 Total $ 650 $ 611 Subscription Receivable As of June 30, 2018, 167,139 shares of common stock issued to employees were vested at a fair value of $5,522. As of June 30, 2018, 155,782 shares that were previously issued to employees with a fair value of $3,134 remained unvested. Because these common shares are subject to forfeiture if the employees are no longer employed with the company at the end of their employment agreements, their unvested value is carried in subscriptions receivable in stockholders’ equity. Shares to be Issued to Investors During the six months ended June 30, 2018, the Company sold shares of its common stock to individual investors. Net cash proceeds received by the Company was $5,437 and 807,531 shares of its common stock were sold. Stock issuances costs totaled $619. All of the shares were issued to the investors during May 2018. Equity Transactions (in whole dollars ) Settlement of debt and related costs During the six months ended June 30, 2018, the Company issued 441,362 shares of its common stock with a fair value of $8,847,000 to settle debt. During the six months ended June 30, 2018, the Company issued 74,168 shares of its common stock with a fair value of $1,341,000 for related costs. Consultants During the six months ended March 31, 2018, the Company issued 40,336 shares of its common stock with a fair value of $734,000 pursuant to consulting agreements. Sale of Common Stock During the six months ended June 30, 2018, the Company issued 873,198 shares of its common stock to individual investors, which resulted in net proceeds to the Company of $6,357,000. Board of Directors During the six months ended June 30, 2018, the Company issued 25,750 shares of its common stock with a fair value of $447,000 to members of the Board of Directors. Settle Legal Matters During the six months ended June 30, 2018, the Company issued 14,277 shares of its common stock with a fair value of $300,000 to settle certain legal matters. Share- Based Compensation During the six months ended June 30, 2018, the Company issued 18,003 shares of its common stock with a fair value of $309,000 to employees under employment agreements for services rendered. Exercise of Warrant Shares During the six months ended June 30, 2018, the Company issued 185,767 shares of its common stock for the exercise of warrant shares. Shares Retired During the six months ended June 30, 2018, the Company retired 69,484 shares of its common stock. |
Stock Based Awards
Stock Based Awards | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Awards | NOTE 12. STOCK BASED AWARDS The Company’s 2017 Plan provides for awards of common stock in the form of incentive stock options, non-qualified stock options, SARs, restricted stock, performance shares or other stock-based awards. Awards are discretionary. The exercise price of stock options is equal to the fair market value of the underlying Common Stock on the date of grant. The options vest on the anniversary of the grant over a four-year term. The following table summarizes stock option award activity during the six months ended June 30, 2018: Stock Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In years) Aggregate Intrinsic Value (In thousands) Outstanding as of December 31, 2017 47,870 $ 8.72 8.4 $ 65 Granted — $ — — — Options exercised — $ — — — Forfeited or expired (1,236 ) $ — — — Outstanding as of June 30, 2018 46,634 $ 8.72 7.8 $ 496 Fully vested and exercisable as of June 30, 2018 12,750 $ 8.0 4.4 $ 144 Stock compensation expense related to the options totaled approximately $14 and $28 for the three and six months ended June 30, 2018. No stock compensation expense related to options was incurred for the three or six months ended June 30, 2017. As of June 30, 2018, the Company had unrecognized compensation expense related to stock options of $174. This expense will be recognized over a weighted-average number of years of 3.2, based on the average remaining service periods for the awards. The aggregate intrinsic values presented above represent the total pre-tax intrinsic values (the difference between the Company’s closing stock price of $19.30 on the last trading day, June 29, 2018 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on the last trading day of the second quarter of 2018. The amount of aggregate intrinsic value will change based on the price of the Company’s Common Stock. There were no stock options granted and/or exercised for the six months ended June 30, 2018. Warrants A summary of the warrant activity for the six months ended June 30, 2018 is as follows: Weighted Weighted Average Average Number of Exercise Remaining Warrants Price Life in Years Outstanding, December 31, 2017 980 $ 13.12 4.03 Issued 340 $ 10.39 3.53 Exercised (198 ) $ 5.27 — Expired — $ — — Outstanding, June 30, 2018 1,122 $ 13.68 3.53 Exercisable, June 30, 2018 1,122 $ 13.68 3.53 |
Customer Concentration
Customer Concentration | 6 Months Ended |
Jun. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Customer Concentration | Note 13. Customer Concentration Revenue from the Company’s major customers are as follows: For the Three Months June 30, % of Total Revenue 2018 2017 2018 2017 Customer A $ 17,218 $ — 20 % — % Customer B $ 15,974 $ — 18 % — % Customer C $ 13,450 $ — 15 % — % Customer D $ — $ 8,857 — % 17 % Customer E $ 9,097 $ — 10 % — % Customer F $ — $ 8,126 — % 16 % Customer G $ — $ 7,527 — % 15 % For the Six Months June 30, % of Total Revenues 2018 2017 2018 Customer A $ 17,218 $ — 10 % — % Customer B $ 34,632 $ — 20 % — % Customer D $ — $ 8,857 — % 17 % Customer F $ — $ 8,126 — % 16 % Customer G $ — $ 7,527 — % 15 % Accounts Receivables for the Company’s major customers are as follows: Accounts Receivable % of Total Accounts Receivable As of June 30, 2018 As of December 31, 2017 2018 2017 Customer A $ 12,570 $ — 16 % — % Customer B $ 12,428 $ — 16 % — % Customer C $ 8,636 $ — 11 % — % Customer H $ — $ 7,513 — % 12 % Customer I $ — $ 18,477 — % 30 % The Company’s customer base is highly concentrated. Revenues are non-recurring, project-based revenues, therefore, it is not unusual for significant period-to-period shifts in customer concentrations. Revenue may significantly decline if the Company were to lose one or more of its significant customers, or if the Company were not able to obtain new customers upon the completion of significant contracts. |
Costs and Estimated Earnings on
Costs and Estimated Earnings on Uncompleted Contracts | 6 Months Ended |
Jun. 30, 2018 | |
Contractors [Abstract] | |
Costs and Estimated Earnings on Uncompleted Contracts | NOTE 14. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS Costs and estimated earnings in excess of billings on uncompleted contracts are summarized as follows: June 30, 2018 December 31, 2017 Costs incurred on uncompleted contracts $ 204,513 $ 147,117 Estimated earnings 41,276 46,277 245,789 193,394 Billings to date (243,583 ) (212,472 ) $ 2,206 $ (19,078 ) Included in the accompanying balance sheets: Costs and estimated earnings in excess of billings 2,206 11,226 Billings in excess of costs and estimated earnings — (30,304 ) Total $ 2,206 $ (19,078 ) |
Backlog
Backlog | 6 Months Ended |
Jun. 30, 2018 | |
Backlog | |
Backlog | NOTE 15. BACKLOG The following is a reconciliation of backlog representing signed contracts in progress at June 30, 2018: Balance – March 31, 2018 $ 205,963 New contracts and adjustments 9,442 215,405 Less contract revenues earned for the three months ended June 30, 2018 (83,295 ) Balance – June 30, 2018 $ 132,110 |
Basis of Presentation and Sig22
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business FTE Networks, Inc. (collectively with its subsidiaries, “FTE” or the “Company” is a leading provider of innovative technology-oriented solutions for smart platforms, network infrastructure and buildings throughout the United States across a range of industries. The Company’s primary activities include the engineering, building, installation, maintenance and support solutions for state-of-the-art networks and commercial properties and the following services, data center infrastructure, fiber optics, wireless integration, network engineering, internet service provider, general contracting management and general contracting. On April 20, 2017, FTE acquired Benchmark Builders, Inc. (“Benchmark” or “Predecessor”). Benchmark is a full-service general contracting management and general contracting firm in the New York metropolitan area. See Note 4. The Company and Benchmark operate in similar segments. Unaudited predecessor financial statements have been provided in these condensed consolidated financial statements since the operations of the Company before the acquisition of Benchmark were insignificant relative to the operations acquired. |
Basis of Presentation | Basis of Presentation The accompanying condensed unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated balance sheet as of December 31, 2017 is derived from the Company’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these condensed unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2017 contained in the Company’s 2017 Annual Report on Form 10-K (the “2017 Form 10-K”). The condensed consolidated financial statements include the Predecessor financial statements for the period of January 1, 2017 through March 31, 2017, the activity for the period from April 1, 2017 through April 20, 2017 was not material. In management’s opinion, all normal and recurring adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included. Certain prior year amounts have been reclassified to conform to the current period presentation. Interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The Company believes that the disclosures made in these condensed unaudited consolidated financial statements are adequate to make the information not misleading. |
Segments | Segments The Company operates in two segments in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280 “ Segments There have been no material changes to the Company’s significant accounting policies and critical accounting estimates described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U. S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Key estimates include: the recognition of revenue and project profit or loss (which the Company defines as project revenue less project costs of revenue, including project-related depreciation), in particular, on construction contracts accounted for under the percentage-of-completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of probable contract price adjustments as inputs; allowances for doubtful accounts; estimated fair values of acquired assets; asset lives used in computing depreciation and amortization; share-based compensation; other reserves and accruals; accounting for income taxes. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations taken as a whole, actual results could differ materially from those estimates. |
Balance Sheet Classifications | Balance Sheet Classifications The Company includes in current assets and liabilities retainage receivable and payable under construction contracts that may extend beyond one year. A one-year time period is used as the basis for classifying all other current assets and liabilities. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards The Company adopted ASC No. 606, “ Revenue from Contracts with Customers Note 3 In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 clarifies and provides specific guidance on eight cash flow classification issues that are not currently addressed in U.S. GAAP and will thereby reduce the current diversity in practice. ASU 2016-15 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017, with early application permitted. The Company adopted the new standard on January 1, 2018 without a material impact on its financial statements. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The standard requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. The standard is effective for annual reporting periods beginning after December 15, 2018, the effective date for the Company is January 1, 2019, with early application permitted. The adoption will require a modified retrospective approach for leases that exist or are entered after the beginning of the earliest period presented. The Company is currently evaluating the standard to determine the impact of the adoption on the consolidated financial statements. The Company will adopt ASU 2016-02 as of January 1, 2019 and expects to utilize the expedients permitted under ASU 2016-02, which allow entities to retain the classification of lease contracts existing as of the date of adoption and ASU 2018-11 which relieves the entities from having to present prior comparative years’ results when adopting the standard and allows an entity to recognize the cumulative effect of applying the new standard to leased assets and liabilities as an adjustment to the opening balance of retained earnings. The Company is continuing to assess the potential effects of this ASU, which have not yet been quantified, on its consolidated financial statements. The Company’s assessment, which it expects to substantially complete in the fourth quarter of 2018, includes a detailed review of the lease contracts and a comparison of its historical accounting policies and practices to the new standard. Based on the Company’s progress in reviewing its leasing arrangements across all of its business units, the Company expects to recognize incremental lease assets and liabilities on its consolidated balance sheets upon adoption of the standard. This ASU is not expected to have a material effect on the amount of expense recognized in connection with the Company’s current leasing arrangements as compared to current practice; however, based on the Company’s preliminary review of its lease contracts to date, it anticipates that the amount of incremental lease assets and lease liabilities to be recognized upon adoption of this ASU will not be material. The Company’s expectations may change as its assessment progresses. For information about the Company’s future lease commitments as of December 31, 2017, see Note 12 – Commitments and Contingencies in the Company’s 2017 Form 10-K. |
Net Loss Per Common Share | Net Loss Per Common Share Basic loss per share is computed by dividing net loss attributable to common stockholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period adjusted for the dilutive effects of common stock equivalents (the denominator), as calculated under the treasury stock method, which includes the potential effect of dilutive common stock equivalents, such as issued but unvested restricted shares. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company incurred losses for the three and six months ended June 30, 2018 and 2017. The Company had the following anti-dilutive common stock equivalents as calculated under the treasury stock method: For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Convertible preferred stock, Series A (a) 28,324 26,687 28,324 26,687 Convertible preferred stock, Series A-1 (a) 17,937 15,746 17,937 15,746 Common stock warrants 1,122,520 819,925 1,122,520 819,925 Restricted stock units 322,921 322,921 322,921 322,921 Options 46,634 — 46,634 — Total potentially dilutive shares 1,538,336 1,185,279 1,538,336 1,185,279 (a) Dilutive effect of convertible securities are included in diluted EPS by application of the if-converted method. The above table excludes any common shares related to the convertible debt since such debt is only convertible at the then prevailing market price upon default. |
Income Taxes | Income Taxes The Company’s effective tax rate for the three months ended June 30, 2018 and 2017 was 1.1% and (2.4)%, respectively. The Company’s effective tax rate for the six months ended June 30, 2018 and 2017 was (1.9)% and (1.4)%, respectively. For the three and six months ended June 30, 2018 and 2017, the Company calculated income tax expense based upon an annual effective tax rate forecast adjusted for discrete items that specifically relate to the interim period. Changes in tax laws or rates on deferred tax assets and liabilities are recognized as discrete items in the interim period that includes the enactment date. The Company’s effective tax rate for the three and six months ended June 30, 2018 was primarily based on the Company’s recognition of a deferred tax liability as of March 31 and June 30, 2018. The deferred tax liability is related to goodwill, which was assigned an indefinite life for book purposes, also knows as a “naked credit” in the amount of $1,120 and $1,007 as of March 31 and June 30, 2018, respectively. On December 22, 2017, new legislation was signed into law, informally titled the Tax Cuts and Jobs Act, which included, among other things, a provision to reduce the federal corporate income tax rate to 21%. Under ASC 740, Accounting for Income Taxes, the enactment of the Tax Act also requires companies, to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. There is no further change to its assertion on maintaining a full valuation allowance against its U.S. deferred tax assets. The Company’s gross deferred tax assets have been revalued from 34% to 21% with a corresponding offset to the valuation allowance. Any potential other taxes arising due to the Tax Act will result in reductions to its net operating loss carryforward and valuation allowance. The reduction of the corporate tax rate resulted in a write-down of the gross deferred tax asset of approximately $4,700, and a corresponding write-down of the valuation allowance. Upon completion of the 2017 and 2018 U.S. income tax returns the Company may identify additional remeasurement adjustments to the deferred tax liability. The Company will continue to assess its provision for income taxes as future guidance is issued, but do not currently anticipate significant revisions will be necessary. Any such revisions will be treated in accordance with the measurement period guidance outlined in Staff Accounting Bulletin No. 118. |
Basis of Presentation and Sig23
Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company had the following anti-dilutive common stock equivalents as calculated under the treasury stock method: For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Convertible preferred stock, Series A (a) 28,324 26,687 28,324 26,687 Convertible preferred stock, Series A-1 (a) 17,937 15,746 17,937 15,746 Common stock warrants 1,122,520 819,925 1,122,520 819,925 Restricted stock units 322,921 322,921 322,921 322,921 Options 46,634 — 46,634 — Total potentially dilutive shares 1,538,336 1,185,279 1,538,336 1,185,279 (a) Dilutive effect of convertible securities are included in diluted EPS by application of the if-converted method. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition [Abstract] | |
Schedule of Disaggregation of Revenue | The following table details the revenue from customers disaggregated by source of revenue. Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Major Sources of Revenue Infrastructure $ 86,028 $ 170,953 Technology 339 558 Total $ 86,367 $ 171,511 |
Schedule of Contract with Customer, Assets and Liabilities | The following table provides information about receivables, contract assets and contract liabilities from contracts with customers: January 1, 2018 June 30, 2018 Trade receivables $ 62,199 $ 72,693 Contract assets $ 11,226 $ 2,206 Contract liabilities $ 30,304 $ 21,754 |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisition Pro Forma Information | The unaudited pro forma combined results, which assumes the transaction was completed on January 1 are as follows for the period ended June 30, 2017. Revenue [*] Net Loss[*] Loss per Share Weighted Average Shares 2017 supplemental pro forma from January 1, 2017 through June 30, 2017 $ 97,872 $ (13,448 ) $ (2.93 ) 4,585,951 [*] The unaudited supplemental pro forma activity from April 1, 2017 through June 30, 2017 has been excluded as the activity for the period April 1, 2017 through April 20, 2017 was not material. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net for the following: June 30, 2018 December 31, 2017 Uncompleted contracts $ 39,848 $ 39,612 Completed contracts 6,992 8,555 Accounts receivable 5,899 4,510 Unbilled receivable 20,624 10,077 Allowance for doubtful accounts (670 ) (555 ) Accounts receivable, net $ 72,693 $ 62,199 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The fair value of identifiable intangible assets consisted of the following at June 30, 2018: Weighted average remaining useful life (months) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite- Lived Intangible Goodwill — $ 35,672 $ — $ 35,672 Definite- Lived Intangibles Trademarks and tradenames 69.7 2,749 468 2,281 Customer relationships 69.7 22,743 3,872 18,871 Contracts in progress 3.7 10,632 9,010 1,622 Non-compete 45.7 548 132 416 Total Definite Intangible Assets 36,672 13,482 23,190 Total Intangible Assets $ 72,344 $ 13,482 $ 58,862 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Promissory Notes Outstanding and Other Notes Payable | Outstanding promissory notes and other notes payable consisted of the following: June 30, 2018 December 31, 2017 Vendor notes issued to settle litigation, bearing interest rates between 0% and 6% per annum, terms range from 1 to 48 months. $ 629 $ 890 Short-term agreements, due between one and six months 4,120 7,315 Short-term notes payable bearing interest at stated rates between 4% and 12% per annum. Terms range from 3 to 36 months 12,725 5,214 Obligations under capital leases, bearing interest rates between 4.1% and 8.2% per annum, secured by equipment having a value that approximates the debt value. Terms range from 48 to 60 months. 465 695 Various Equipment notes, bearing interest rates between 2% and 41% per annum, secured by equipment having a value that approximates the debt value. Terms range from 30 to 72 months 1,350 1,507 Total Notes Payables 19,289 15,621 Less: Original issue discount and deferred financing costs (3,329 ) (3,138 ) Notes payable, net of original issue discount and deferred financing costs 15,960 12,483 Less: Current portion (14,343 ) (10,488 ) Total Notes non-current portion $ 1,617 $ 1,995 |
Senior Debt (Tables)
Senior Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Senior Debt | June 30, 2018 December 31, 2017 Senior note payable $ 32,124 $ 29,475 Less: Original issue discount (3,117 ) (4,901 ) Less: Deferred financing cost (346 ) (431 ) Total Senior note payable, current portion $ 28,661 $ — Total Senior note payable, non-current portion $ — $ 24,143 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Notes Issued to Related Parties | Total related party notes consisted of the following: June 30, 2018 December 31, 2017 CEO and Board Member Cash Advance $ 1,578 $ 1,043 CFO — 80 Series A Notes 13,265 12,942 Series B Notes 31,091 30,633 Series C Notes 4,845 7,403 50,779 52,101 Less: current portion (19,173 ) (8,526 ) Less: discount on related party notes (3,831 ) (5,045 ) Total related party notes $ 27,775 $ 38,530 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Dividends Preferred Stock | Dividend charges recorded during the three and six months ended June 30, 2018 and 2017 are as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 Series A $ 13 $ 13 $ 26 $ 25 A-1 7 7 14 15 Total $ 20 $ 20 $ 40 $ 40 |
Schedule of Accrued Liabilities | Accrued dividends payable included in accrued expenses are as follows: June 30, 2018 December 31,2017 Series A $ 385 $ 354 A-1 265 257 Total $ 650 $ 611 |
Stock Based Awards (Tables)
Stock Based Awards (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Award Activity | The following table summarizes stock option award activity during the six months ended June 30, 2018: Stock Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In years) Aggregate Intrinsic Value (In thousands) Outstanding as of December 31, 2017 47,870 $ 8.72 8.4 $ 65 Granted — $ — — — Options exercised — $ — — — Forfeited or expired (1,236 ) $ — — — Outstanding as of June 30, 2018 46,634 $ 8.72 7.8 $ 496 Fully vested and exercisable as of June 30, 2018 12,750 $ 8.0 4.4 $ 144 |
Schedule of Warrants Activity | A summary of the warrant activity for the six months ended June 30, 2018 is as follows: Weighted Weighted Average Average Number of Exercise Remaining Warrants Price Life in Years Outstanding, December 31, 2017 980 $ 13.12 4.03 Issued 340 $ 10.39 3.53 Exercised (198 ) $ 5.27 — Expired — $ — — Outstanding, June 30, 2018 1,122 $ 13.68 3.53 Exercisable, June 30, 2018 1,122 $ 13.68 3.53 |
Customer Concentration (Tables)
Customer Concentration (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration Credit Risk Percentage | Revenue from the Company’s major customers are as follows: For the Three Months June 30, % of Total Revenue 2018 2017 2018 2017 Customer A $ 17,218 $ — 20 % — % Customer B $ 15,974 $ — 18 % — % Customer C $ 13,450 $ — 15 % — % Customer D $ — $ 8,857 — % 17 % Customer E $ 9,097 $ — 10 % — % Customer F $ — $ 8,126 — % 16 % Customer G $ — $ 7,527 — % 15 % For the Six Months June 30, % of Total Revenues 2018 2017 2018 Customer A $ 17,218 $ — 10 % — % Customer B $ 34,632 $ — 20 % — % Customer D $ — $ 8,857 — % 17 % Customer F $ — $ 8,126 — % 16 % Customer G $ — $ 7,527 — % 15 % Accounts Receivables for the Company’s major customers are as follows: Accounts Receivable % of Total Accounts Receivable As of June 30, 2018 As of December 31, 2017 2018 2017 Customer A $ 12,570 $ — 16 % — % Customer B $ 12,428 $ — 16 % — % Customer C $ 8,636 $ — 11 % — % Customer H $ — $ 7,513 — % 12 % Customer I $ — $ 18,477 — % 30 % |
Costs and Estimated Earnings 34
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Contractors [Abstract] | |
Schedule of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts | Costs and estimated earnings in excess of billings on uncompleted contracts are summarized as follows: June 30, 2018 December 31, 2017 Costs incurred on uncompleted contracts $ 204,513 $ 147,117 Estimated earnings 41,276 46,277 245,789 193,394 Billings to date (243,583 ) (212,472 ) $ 2,206 $ (19,078 ) Included in the accompanying balance sheets: Costs and estimated earnings in excess of billings 2,206 11,226 Billings in excess of costs and estimated earnings — (30,304 ) Total $ 2,206 $ (19,078 ) |
Backlog (Tables)
Backlog (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Backlog | |
Schedule of Reconciliation of Backlog Representing Signed Contracts | The following is a reconciliation of backlog representing signed contracts in progress at June 30, 2018: Balance – March 31, 2018 $ 205,963 New contracts and adjustments 9,442 215,405 Less contract revenues earned for the three months ended June 30, 2018 (83,295 ) Balance – June 30, 2018 $ 132,110 |
Basis of Presentation and Sig36
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Effective income tax rate | 1.10% | (2.40%) | (1.90%) | (1.40%) | |
Deferred tax liability | $ 1,007 | $ 1,007 | $ 1,120 | ||
Income tax, description | The Company's gross deferred tax assets have been revalued from 34% to 21% with a corresponding offset to the valuation allowance. | ||||
Federal statutory income tax rate | 21.00% | ||||
Deferred tax asset | $ 4,700 | $ 4,700 |
Basis of Presentation and Sig37
Basis of Presentation and Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Earnings Per Share Basic And Diluted [Line Items] | |||||
Total potentially dilutive shares | 1,538,336 | 1,185,279 | 1,538,336 | 1,185,279 | |
Series A Convertible Preferred Stock [Member] | |||||
Earnings Per Share Basic And Diluted [Line Items] | |||||
Total potentially dilutive shares | [1] | 28,324 | 26,687 | 28,324 | 26,687 |
Series A-1 Convertible Preferred Stock [Member] | |||||
Earnings Per Share Basic And Diluted [Line Items] | |||||
Total potentially dilutive shares | [1] | 17,937 | 15,746 | 17,937 | 15,746 |
Common Stock Warrants [Member] | |||||
Earnings Per Share Basic And Diluted [Line Items] | |||||
Total potentially dilutive shares | 1,122,520 | 819,925 | 1,122,520 | 819,925 | |
Restricted Stock Units (RSUs) [Member] | |||||
Earnings Per Share Basic And Diluted [Line Items] | |||||
Total potentially dilutive shares | 322,921 | 322,921 | 322,921 | 322,921 | |
Options [Member] | |||||
Earnings Per Share Basic And Diluted [Line Items] | |||||
Total potentially dilutive shares | 46,634 | 46,634 | |||
[1] | Dilutive effect of convertible securities are included in diluted EPS by application of the if-converted method. |
Liquidity and Managements' Pl38
Liquidity and Managements' Plans (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net operating loss | $ 317 | $ (2,276) | $ 466 | $ (2,296) | |||
Net cash used in operating activities | 3,177 | (1,084) | |||||
Working capital deficit | 34,739 | 34,739 | |||||
Cash and cash equivalents | 12,884 | 7,835 | 12,884 | 7,835 | $ 15,642 | $ 1,412 | |
Revenues | 86,367 | $ 50,697 | 171,511 | $ 55,783 | |||
Backlog and orders | 132,110 | 132,110 | $ 205,963 | ||||
Master Service Agreements [Member] | |||||||
Backlog and orders | $ 322,000 | $ 322,000 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($) | |
Revenue Recognition [Abstract] | ||
Revenue recognized from contract with customers | ||
Revenue remaining performance obligation | $ 132,000 | $ 132,000 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Total | $ 86,367 | $ 50,697 | $ 171,511 | $ 55,783 |
Infrastructure [Member] | ||||
Total | 86,028 | 170,953 | ||
Technology [Member] | ||||
Total | $ 339 | $ 558 |
Revenue Recognition - Schedul41
Revenue Recognition - Schedule of Contract with Customer, Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 02, 2018 |
Revenue Recognition [Abstract] | ||
Trade receivables | $ 72,693 | $ 62,199 |
Contract assets | 2,206 | 11,226 |
Contract liabilities | $ 21,754 | $ 30,304 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisition Pro Forma Information (Details) - 2017 Supplemental Pro Forma From January 1, 2017 Through June 30, 2017 [Member] $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2018USD ($)$ / sharesshares | ||
Revenue | $ 97,872 | [1] |
Net Loss | $ (13,448) | [1] |
Loss Per Share | $ / shares | $ (2.93) | |
Weighted Average Shares | shares | 4,585,951 | |
[1] | The unaudited supplemental pro forma activity from April 1, 2017 through June 30, 2017 has been excluded as the activity for the period April 1, 2017 through April 20, 2017 was not material. |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Uncompleted contracts | $ 39,848 | $ 39,612 |
Completed contracts | 6,992 | 8,555 |
Accounts receivable | 5,899 | 4,510 |
Unbilled receivable | 20,624 | 10,077 |
Allowance for doubtful accounts | (670) | (555) |
Accounts receivable, net | $ 72,693 | $ 62,199 |
Intangible Assets and Goodwil44
Intangible Assets and Goodwill (Details Narrative) - USD ($) $ in Thousands | Apr. 20, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Amortization expenses | $ 2,253 | $ 2,310 | $ 4,506 | $ 2,310 | |
Operating Expense [Member] | |||||
Amortization expenses | 938 | 590 | 1,876 | ||
Cost of Revenues [Member] | |||||
Amortization expenses | $ 1,315 | $ 1,720 | $ 2,630 |
Intangible Assets and Goodwil45
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Gross Carrying Amount | $ 72,344 |
Accumulated Amortization | 13,482 |
Net Carrying Amount | $ 58,862 |
Contracts in Progress [Member] | |
Weighted average remaining useful life (Months) | 3.7 (Months) |
Trademarks and Tradenames [Member] | |
Weighted average remaining useful life (Months) | 69.7 (Months) |
Customer Relationships [Member] | |
Weighted average remaining useful life (Months) | 69.7 (Months) |
Non-compete [Member] | |
Weighted average remaining useful life (Months) | 45.7 (Months) |
Indefinite-lived Intangible Assets [Member] | Goodwill [Member] | |
Gross Carrying Amount | $ 35,672 |
Accumulated Amortization | |
Net Carrying Amount | 35,672 |
Definite-lived Intangible Assets [Member] | |
Gross Carrying Amount | 36,672 |
Accumulated Amortization | 13,482 |
Net Carrying Amount | 23,190 |
Definite-lived Intangible Assets [Member] | Contracts in Progress [Member] | |
Gross Carrying Amount | 10,632 |
Accumulated Amortization | 9,010 |
Net Carrying Amount | 1,622 |
Definite-lived Intangible Assets [Member] | Trademarks and Tradenames [Member] | |
Gross Carrying Amount | 2,749 |
Accumulated Amortization | 468 |
Net Carrying Amount | 2,281 |
Definite-lived Intangible Assets [Member] | Customer Relationships [Member] | |
Gross Carrying Amount | 22,743 |
Accumulated Amortization | 3,872 |
Net Carrying Amount | 18,871 |
Definite-lived Intangible Assets [Member] | Non-compete [Member] | |
Gross Carrying Amount | 548 |
Accumulated Amortization | 132 |
Net Carrying Amount | $ 416 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Notes payable | $ 19,289 | $ 15,621 |
Debt instrument, interest rate, stated percentage | 12.00% | |
Short-term Agreement [Member] | ||
Notes payable | $ 13,698 | |
Debt original issue discount | 4,843 | |
Deferred financing cost | $ 1,000 | |
Debt maturity description | Mature between three months and three years. | |
Repayments of debt | $ 14,336 | |
Stock issued during period, shares, new issues | 277,536 | |
Stock issued during period, value, new issues | $ 1,928 | |
Short-term Agreement [Member] | Minimum [Member] | ||
Debt instrument, interest rate, stated percentage | 4.00% | |
Short-term Agreement [Member] | Maximum [Member] | ||
Debt instrument, interest rate, stated percentage | 12.00% |
Notes Payable - Schedule of Pro
Notes Payable - Schedule of Promissory Notes Outstanding and Other Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Total Notes payables | $ 19,289 | $ 15,621 |
Less: Original issue discount and deferred financing costs | (3,329) | (3,138) |
Notes payable, net of original issue discount and deferred financing costs | 15,960 | 12,483 |
Less: Current portion | (14,343) | (10,488) |
Total Notes non-current portion | 1,617 | 1,995 |
Vendor Notes [Member] | ||
Total Notes payables | 629 | 890 |
Short-term Agreements [Member] | ||
Total Notes payables | 4,120 | 7,315 |
Short-term Notes Payable Bearing Interest [Member] | ||
Total Notes payables | 12,725 | 5,214 |
Obligations under Capital Leases [Member] | ||
Total Notes payables | 465 | 695 |
Various Equipment Notes [Member] | ||
Total Notes payables | $ 1,350 | $ 1,507 |
Notes Payable - Schedule of P48
Notes Payable - Schedule of Promissory Notes Outstanding and Other Notes Payable (Details) (Parenthetical) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Debt instrument, interest rate, stated percentage | 12.00% | |
Vendor Notes [Member] | Minimum [Member] | ||
Debt instrument, interest rate, stated percentage | 0.00% | 0.00% |
Debt instrument, term | 1 month | 1 month |
Vendor Notes [Member] | Maximum [Member] | ||
Debt instrument, interest rate, stated percentage | 6.00% | 6.00% |
Debt instrument, term | 48 months | 48 months |
Short-term Notes Payable Bearing Interest [Member] | Minimum [Member] | ||
Debt instrument, interest rate, stated percentage | 4.00% | 4.00% |
Debt instrument, term | 3 months | 3 months |
Short-term Notes Payable Bearing Interest [Member] | Maximum [Member] | ||
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% |
Debt instrument, term | 36 months | 36 months |
Obligations under Capital Leases [Member] | Minimum [Member] | ||
Debt instrument, interest rate, stated percentage | 4.10% | 4.10% |
Debt instrument, term | 48 months | 48 months |
Obligations under Capital Leases [Member] | Maximum [Member] | ||
Debt instrument, interest rate, stated percentage | 8.20% | 8.20% |
Debt instrument, term | 60 months | 60 months |
Various Equipment Notes [Member] | Minimum [Member] | ||
Debt instrument, interest rate, stated percentage | 2.00% | 2.00% |
Debt instrument, term | 30 months | 30 months |
Various Equipment Notes [Member] | Maximum [Member] | ||
Debt instrument, interest rate, stated percentage | 41.00% | 41.00% |
Debt instrument, term | 72 months | 72 months |
Senior Debt (Details Narrative)
Senior Debt (Details Narrative) - USD ($) $ in Thousands | Apr. 30, 2018 | Jan. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% | ||||
Credit facility due date | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | |||
Line of credit | $ 23 | |||||
PIK interest | 867 | $ 1,491 | $ 446 | |||
Original issuance discount | $ 110 | $ 103 | 103 | |||
Credit facility | $ 1,025 | |||||
Deferred finance costs | $ 10 | |||||
Interest expense | $ 483 | $ 990 | $ 1,579 | $ 1,239 | ||
Payment in Kind (PIK) Note [Member] | ||||||
Debt instrument, interest rate, stated percentage | 4.00% | 4.00% |
Senior Debt - Schedule of Senio
Senior Debt - Schedule of Senior Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Total Senior note payable, current portion | $ 28,661 | |
Total Senior note payable, non-current portion | 24,143 | |
Senior Debt [Member] | ||
Senior note payable | 32,124 | 29,475 |
Less: Original issue discount | (3,117) | (4,901) |
Less: Deferred financing cost | (346) | (431) |
Total Senior note payable, current portion | 28,661 | |
Total Senior note payable, non-current portion | $ 24,143 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Apr. 20, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Debt obligation | $ 105 | $ 105 | $ 345 | |||
Debt interest rate | 12.00% | 12.00% | ||||
Series A Convertible Promissory Notes [Member] | ||||||
Debt instrument face amount | $ 12,500 | |||||
Debt instrument maturity date | Apr. 20, 2019 | |||||
Debt interest rate | 5.00% | |||||
Interest expense | $ 164 | $ 122 | $ 324 | $ 122 | ||
Series B Notes [Member] | ||||||
Debt instrument face amount | $ 30,000 | |||||
Debt instrument maturity date | Apr. 20, 2020 | |||||
Debt interest rate | 3.00% | |||||
Interest expense | 263 | 175 | 485 | 175 | ||
Series C Notes [Member] | ||||||
Debt instrument face amount | $ 7,500 | |||||
Debt instrument maturity date | Oct. 20, 2018 | |||||
Debt interest rate | 3.00% | |||||
Interest expense | 41 | $ 42 | 92 | $ 42 | ||
Chief Executive Officer [Member] | ||||||
Advances from officers | 1,198 | 1,198 | 536 | |||
Payment for cash advances | 0 | 80 | ||||
Payments for debt obligation | 4 | 12 | ||||
Chief Financial Officer [Member] | ||||||
Advances from officers | 150 | |||||
Payments for debt obligation | 0 | 14 | ||||
Debt obligation | 262 | 262 | 562 | |||
Unsecured note | 0 | 0 | 80 | |||
Chris Ferguson [Member] | ||||||
Advances from officers | $ 147 | $ 147 | $ 147 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Notes Issued to Related Parties (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Related party notes gross | $ 50,779 | $ 52,101 |
Less: current portion | (19,173) | (8,526) |
Less discount on related party notes | (3,831) | (5,045) |
Total related party notes | 27,775 | 38,530 |
Series B Notes [Member] | ||
Related party notes gross | 31,091 | 30,633 |
Series C Notes [Member] | ||
Related party notes gross | 4,845 | 7,403 |
Series A Notes [Member] | ||
Related party notes gross | 13,265 | 12,942 |
CEO and Board Member Cash Advance [Member] | ||
Related party notes gross | 1,578 | 1,043 |
CFO [Member] | ||
Related party notes gross | $ 80 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Number of common stock shares issued for services | ||
Fair value of common stock shares issued for services | $ 734 | |
Share- based compensation | $ 1,216 | |
Common Stock [Member] | ||
Number of common stock shares issued for services | 40,336 | |
Fair value of common stock shares issued for services | ||
Number of shares issued for settlement of debt, shares | 441,362 | |
Number of shares issued for settlement of debt | $ 8,847 | |
Number of shares issued for settlement of legal matter, shares | 14,277 | |
Number of shares issued for settlement of legal matter | $ 300 | |
Share- based compensation | ||
Share- based compensation, shares | 18,003 | |
Common shares issued to warrant holders upon exercise shares | 185,767 | |
Common shares retired, shares | 69,484 | |
Common Stock [Member] | Employment Agreements [Member] | ||
Number of common stock shares issued for services | 167,139 | 155,782 |
Fair value of common stock shares issued for services | $ 5,522 | $ 3,134 |
Share- based compensation | $ 18,003 | |
Share- based compensation, shares | 309 | |
Common Stock [Member] | Consulting Agreement [Member] | ||
Stock issued during period, shares, new issues | 74,168 | |
Stock issued during period, value, new issues | $ 1,341 | |
Common Stock [Member] | Individual Investors [Member] | ||
Proceeds from private placement | $ 5,437 | |
Number of common stock sold | 807,531 | |
Stock issuance costs | $ 619 | |
Common Stock [Member] | Consultants [Member] | ||
Stock issued during period, shares, new issues | 40,336 | |
Stock issued during period, value, new issues | $ 734 | |
Common Stock [Member] | Individual Investor [Member] | ||
Stock issued during period, shares, new issues | 873,198 | |
Stock issued during period, value, new issues | $ 6,357 | |
Common Stock [Member] | Board of Director [Member] | ||
Stock issued during period, shares, new issues | 25,750 | |
Stock issued during period, value, new issues | $ 447 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Dividends Preferred Stock (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Preferred stock dividends | $ 20 | $ 20 | $ 40 | $ 40 |
Series A Preferred Stock [Member] | ||||
Preferred stock dividends | 13 | 13 | 26 | 25 |
Series A-1 Preferred Stock [Member] | ||||
Preferred stock dividends | $ 7 | $ 7 | $ 14 | $ 15 |
Stockholders' Equity - Schedul
Stockholders' Equity - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Accrued dividends payable | $ 650 | $ 611 |
Series A Preferred Stock [Member] | ||
Accrued dividends payable | 385 | 354 |
Series A-1 Preferred Stock [Member] | ||
Accrued dividends payable | $ 265 | $ 257 |
Stock Based Awards (Details Nar
Stock Based Awards (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||
Stock compensation expense related to the options | $ 14 | $ 0 | $ 28 | $ 0 | |
Unrecognized compensation expense related to stock options | $ 174 | $ 174 | |||
Weighted-average number of years average remaining service periods for awards | 3 years 2 months 12 days | ||||
Closing stock price per share | $ 19.30 |
Stock Based Awards - Schedule o
Stock Based Awards - Schedule of Stock Option Award Activity (Details) - Stock Option [Member] $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Number of shares Outstanding at the beginning of the year | shares | 47,870 |
Number of shares Granted | shares | |
Number of shares Options exercised | shares | |
Number of shares Forfeited or expired | shares | (1,236) |
Number of shares Outstanding at the end of the year | shares | 46,634 |
Number of shares Fully vested and exercisable at end of the year | shares | 12,750 |
Weighted Average Exercise Price Outstanding at the beginning of the year | $ / shares | $ 8.72 |
Weighted Average Exercise Price Granted | $ / shares | |
Weighted Average Exercise Price Options exercised | $ / shares | |
Weighted Average Exercise Price Forfeited or expired | $ / shares | |
Weighted Average Exercise Price Outstanding at the end of the year | $ / shares | 8.72 |
Weighted Average Exercise Price Fully vested and exercisable at end of the year | $ / shares | $ 8 |
Weighted Average Remaining Contractual Term Outstanding, Granted | 8 years 4 months 24 days |
Weighted Average Remaining Contractual Term Outstanding | 7 years 9 months 18 days |
Weighted Average Remaining Contractual Term Fully vested and exercisable | 4 years 4 months 24 days |
Aggregate Intrinsic Value Outstanding, beginning | $ | $ 65 |
Aggregate Intrinsic Value Outstanding, ending | $ | 496 |
Aggregate Intrinsic Value Fully vested and exercisable | $ | $ 144 |
Stock Based Awards - Schedule58
Stock Based Awards - Schedule of Warrants Activity (Details) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Warrants, Outstanding, Beginning balance | shares | 980 |
Number of Warrants, Issued | shares | 340 |
Number of Warrants, Exercised | shares | (198) |
Number of Warrants, Expired | shares | |
Number of Warrants, Outstanding, Ending balance | shares | 1,122 |
Number of Warrants, Outstanding, Exercisable Ending balance | shares | 1,122 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ 13.12 |
Weighted Average Exercise Price, Issued | $ / shares | 10.39 |
Weighted Average Exercise Price, Exercised | $ / shares | 5.27 |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | 13.68 |
Weighted Average Exercise Price, Exercisable, Ending | $ / shares | $ 13.68 |
Warrants outstanding ,Weighted Average Remaining Contractual Life in Years, Beginning | 4 years 11 days |
Warrants outstanding ,Weighted Average Remaining Contractual Life in Years, Issued | 3 years 6 months 10 days |
Warrants outstanding ,Weighted Average Remaining Contractual Life in Years, Beginning | 3 years 6 months 10 days |
Warrants exercisable, Weighted Average Remaining Contractual Life in Years | 3 years 6 months 10 days |
Customer Concentration - Schedu
Customer Concentration - Schedule of Concentration Credit Risk Percentage (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Revenues | $ 86,367 | $ 50,697 | $ 171,511 | $ 55,783 | |
Accounts Receivable | 5,899 | 5,899 | $ 4,510 | ||
Revenue [Member] | Customer A [Member] | |||||
Revenues | $ 17,218 | $ 17,218 | |||
Concentration risk percentage | 2.00% | 0.00% | 10.00% | 0.00% | |
Revenue [Member] | Customer B [Member] | |||||
Revenues | $ 15,974 | $ 34,632 | |||
Concentration risk percentage | 18.00% | 0.00% | 20.00% | 0.00% | |
Revenue [Member] | Customer C [Member] | |||||
Revenues | $ 13,450 | ||||
Concentration risk percentage | 15.00% | 0.00% | |||
Revenue [Member] | Customer D [Member] | |||||
Revenues | $ 7,527 | $ 8,857 | |||
Concentration risk percentage | 0.00% | 17.00% | 0.00% | 17.00% | |
Revenue [Member] | Customer E [Member] | |||||
Revenues | $ 9,097 | ||||
Concentration risk percentage | 10.00% | 0.00% | |||
Revenue [Member] | Customer F [Member] | |||||
Revenues | $ 8,126 | $ 8,126 | |||
Concentration risk percentage | 0.00% | 16.00% | 0.00% | 16.00% | |
Revenue [Member] | Customer G [Member] | |||||
Revenues | $ 7,527 | $ 8,857 | |||
Concentration risk percentage | 0.00% | 15.00% | 0.00% | 17.00% | |
Accounts Receivable [Member] | Customer A [Member] | |||||
Concentration risk percentage | 16.00% | 0.00% | |||
Accounts Receivable | $ 12,570 | $ 12,570 | |||
Accounts Receivable [Member] | Customer B [Member] | |||||
Concentration risk percentage | 16.00% | 0.00% | |||
Accounts Receivable | 12,428 | $ 12,428 | |||
Accounts Receivable [Member] | Customer C [Member] | |||||
Concentration risk percentage | 11.00% | 0.00% | |||
Accounts Receivable | 8,636 | $ 8,636 | |||
Accounts Receivable [Member] | Customer H [Member] | |||||
Concentration risk percentage | 0.00% | 12.00% | |||
Accounts Receivable | 7,513 | ||||
Accounts Receivable [Member] | Customer I [Member] | |||||
Concentration risk percentage | 0.00% | 30.00% | |||
Accounts Receivable | $ 18,477 |
Costs and Estimated Earnings 60
Costs and Estimated Earnings on Uncompleted Contracts - Schedule of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Costs and estimated earnings in excess of billings | $ 2,206 | $ 11,226 |
Uncompleted Contracts [Member] | ||
Costs incurred on uncompleted contracts | 204,513 | 147,117 |
Estimated earnings | 41,276 | 46,277 |
Costs incurred on uncompleted contracts and estimated earnings | 245,789 | 193,394 |
Billings to date | (243,583) | (212,472) |
Costs and estimated earnings on uncompleted contracts | 2,206 | (19,078) |
Costs and estimated earnings in excess of billings | 2,206 | 11,226 |
Billings in excess of costs and estimated earnings | (30,304) | |
Costs and estimated earnings on uncompleted contracts | $ 2,206 | $ (19,078) |
Backlog - Schedule of Reconcili
Backlog - Schedule of Reconciliation of Backlog Representing Signed Contracts (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2018USD ($) | |
Balance | $ 205,963 |
Contract amount gross | 215,405 |
Less contract revenues earned | (83,295) |
Balance | 132,110 |
New Contracts and Adjustments [Member] | |
Contract amount gross | $ 9,442 |