Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | May 01, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | FTE Networks, Inc. | ||
Entity Central Index Key | 0001122063 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 10,100 | ||
Entity Common Stock, Shares Outstanding | 25,572,148 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash and cash equivalents | $ 12,170 | $ 15,642 | |
Accounts receivable, net | 74,048 | 61,699 | |
Costs and estimated earnings in excess of billings on uncompleted contracts | 5,974 | 5,286 | |
Other current assets | 3,994 | 6,283 | |
Total current assets | 96,186 | 88,910 | |
Property and equipment, net | 3,405 | 7,082 | |
Intangible assets, net | 19,692 | 27,696 | |
Goodwill | 45,007 | 45,007 | |
Total assets | 164,290 | 168,695 | |
Current liabilities: | |||
Accounts payable | 77,076 | 43,894 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | 34,690 | 37,531 | |
Due to related parties | 17 | ||
Accrued expenses and other current liabilities | 10,350 | 10,188 | |
Senior note payable, current portion, net of original issue discount and deferred financing costs | 34,322 | ||
Convertible notes payable, net of original issue discount and deferred financing costs | 4,498 | 2,391 | |
Merchant credit agreements, net of original issue discount and deferred financing costs | 2,102 | 4,239 | |
Notes payable and capital leases, current portion, net of original issue discount and deferred financing costs | 3,260 | 3,669 | |
Notes payable, related parties, current | 13,776 | 8,576 | |
Debt derivative liabilities | 8,038 | 48,195 | |
Warrant derivative liabilities | 3,558 | 16,492 | |
Total current liabilities | 191,687 | 175,175 | |
Notes payable and capital leases, non-current portion, net of original issue discount and deferred financing costs | 1,268 | 1,830 | |
Notes payable, related parties, non-current, net of debt discount | 29,153 | 38,530 | |
Senior note payable, non-current portion, net of original issue discount and deferred financing costs | 23,405 | ||
Deferred tax liability | 1,641 | 560 | |
Total liabilities | 223,749 | 239,500 | |
Commitments and contingencies (Note 18) | |||
Stockholders' equity (deficit): | |||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | |||
Common stock, $0.001 par value, 100,000,000 shares authorized and 12,286,847 and 5,620,281 shares issued and outstanding at December 31, 2018 and 2017, respectively | 12 | 6 | |
Additional paid-in capital | 113,881 | 56,979 | |
Shares to be issued | 1,280 | 250 | |
Accumulated deficit | (174,632) | (128,040) | |
Total stockholders' deficit | (59,459) | (70,805) | $ (17,820) |
Total liabilities and stockholders' equity (deficit) | 164,290 | 168,695 | |
Series A Convertible Preferred Stock [Member] | |||
Stockholders' equity (deficit): | |||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | |||
Series A-1 Convertible Preferred Shares [Member] | |||
Stockholders' equity (deficit): | |||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | |||
Series G Convertible Preferred Shares [Member] | |||
Stockholders' equity (deficit): | |||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 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 |
Preferred stock, shares outstanding | 795 | 2,575 |
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 | 12,286,847 | 5,620,281 |
Common stock, shares outstanding | 12,286,847 | 5,620,281 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized | 4,500 | |
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 | $ 1,536 | $ 1,536 |
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 | $ 948 | $ 948 |
Series G Convertible Preferred Shares [Member] | ||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 1,780 | 1,780 |
Preferred stock, shares issued | 0 | 1,780 |
Preferred stock, shares outstanding | 0 | 1,780 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues, net of discounts | $ 384,755 | $ 215,509 | |
Cost of revenues | 331,868 | 185,152 | |
Gross profit | 52,887 | 30,357 | |
Operating expenses | |||
Compensation expense | 47,155 | 23,973 | |
Selling, general and administrative expenses | 40,287 | 13,518 | |
Amortization of intangible assets | 3,751 | 2,597 | |
(Gain) loss on sale of asset | (13) | 31 | |
Transaction expenses | 701 | ||
Total operating expenses | 91,180 | 40,820 | |
Operating loss | (38,293) | (10,463) | |
Other expenses | |||
Interest expense | (9,067) | (6,309) | |
Amortization of deferred financing costs and debt discount | (48,248) | (15,079) | |
Gain (loss) on debt derivative | 17,177 | (35,012) | |
Change in warrant fair value | 11,678 | (357) | |
Loss on issuance of notes | (5,391) | (24,262) | |
Extinguishment gain | 26,718 | 666 | |
Other (expense) income, net | (80) | (707) | |
Total other expenses, net | (7,213) | (81,060) | |
Loss before provision for income taxes | (45,506) | (91,523) | |
Provision for income taxes | 1,086 | 560 | |
Net loss | (46,592) | (92,083) | |
Preferred stock dividends | (80) | (80) | |
Net loss attributable to common shareholders | $ (46,672) | $ (92,163) | |
Loss per common share: | |||
Basic and diluted | $ (6.07) | $ (19.38) | |
Weighted average number of common shares outstanding | |||
Basic and diluted | 7,688,796 | 4,756,049 | |
Predecessor [Member] | |||
Revenues, net of discounts | $ 35,191 | ||
Cost of revenues | 31,387 | ||
Gross profit | 3,804 | ||
Operating expenses | |||
Compensation expense | 5,550 | ||
Selling, general and administrative expenses | 2,438 | ||
Amortization of intangible assets | |||
(Gain) loss on sale of asset | |||
Transaction expenses | |||
Total operating expenses | 7,988 | ||
Operating loss | (4,184) | ||
Other expenses | |||
Interest expense | |||
Amortization of deferred financing costs and debt discount | |||
Gain (loss) on debt derivative | |||
Change in warrant fair value | |||
Loss on issuance of notes | |||
Extinguishment gain | |||
Other (expense) income, net | 5 | ||
Total other expenses, net | 5 | ||
Loss before provision for income taxes | (4,179) | ||
Provision for income taxes | |||
Net loss | (4,179) | ||
Preferred stock dividends | |||
Net loss attributable to common shareholders | $ (4,179) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Paid in Capital [Member] | Shares to be Issued [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2016 | $ 3 | $ 18,134 | $ (35,957) | $ (17,820) | ||
Balance, shares at Dec. 31, 2016 | 795 | 3,121,254 | ||||
Balance at Dec. 31, 2016 | $ 3 | 18,134 | (35,957) | (17,820) | ||
Balance, shares at Dec. 31, 2016 | 795 | 3,121,254 | ||||
Balance at Dec. 31, 2016 | $ 3 | 18,134 | (35,957) | (17,820) | ||
Balance, shares at Dec. 31, 2016 | 795 | 3,121,254 | ||||
Balance at Dec. 31, 2016 | $ 3 | 18,134 | (35,957) | (17,820) | ||
Balance, shares at Dec. 31, 2016 | 795 | 3,121,254 | ||||
Balance at Dec. 31, 2016 | $ 3 | 18,134 | (35,957) | (17,820) | ||
Balance, shares at Dec. 31, 2016 | 795 | 3,121,254 | ||||
Stock Incentive to Investors | 2,713 | (2,136) | 577 | |||
Stock Incentive to Investors, shares | 221,511 | |||||
Common shares issued to employees | 3,780 | 3,780 | ||||
Common shares issued to employees, shares | 164,610 | |||||
Common shares issued to senior lender | $ 1 | 5,649 | 5,650 | |||
Common shares issued to senior lender, shares | 256,801 | |||||
Common shares issued to investor relations firm | 211 | 211 | ||||
Common shares issued to investor relations firm, shares | 12,346 | |||||
Common shares issued to consultant | 1,321 | 1,321 | ||||
Common shares issued to consultant, shares | 93,959 | |||||
Common shares issued to Benchmark sellers | $ 1 | 21,657 | 21,658 | |||
Common shares issued to Benchmark sellers, shares | 1,069,538 | |||||
Common shares issued to convert debt | 1,587 | 1,587 | ||||
Common shares issued to convert debt, shares | 170,765 | |||||
Common shares issued for convertible notes - inducement, | 347 | 347 | ||||
Common shares issued for convertible notes - inducement, shares | 27,970 | |||||
Common shares issued for convertible notes - conversion | 1,925 | 1,925 | ||||
Common shares issued for convertible notes - conversion, shares | 200,470 | |||||
Common shares issued for convertible notes - financing, settlement and prepayment | 117 | 117 | ||||
Common shares issued for convertible notes - financing, settlement and prepayment, shares | 6,800 | |||||
Common shares issued to settle legal matter | 9 | 9 | ||||
Common shares issued to settle legal matter, shares | 836 | |||||
Common shares issued board fee | 9 | 9 | ||||
Common shares issued board fee, shares | 800 | |||||
Reclassification from temporary equity | $ 1 | 437 | 438 | |||
Reclassification from temporary equity, shares | 444,275 | |||||
Warrant exercised | 94 | 94 | ||||
Warrant exercised, shares | 6,346 | |||||
Shares to be issued | (1,521) | 2,386 | 865 | |||
Accrued dividends - preferred stock | (80) | (80) | ||||
Exchange of common stock for Series G convertible preferred stock | ||||||
Exchange of common stock for Series G convertible preferred stock, shares | 1,780 | (178,000) | ||||
Share- based compensation, shares | ||||||
Net loss | (92,083) | (92,083) | ||||
Balance at Dec. 31, 2017 | $ 6 | 56,979 | 250 | (128,040) | (70,805) | |
Balance, shares at Dec. 31, 2017 | 2,575 | 5,620,281 | ||||
Balance at Dec. 31, 2016 | $ 3 | 18,134 | (35,957) | (17,820) | ||
Balance, shares at Dec. 31, 2016 | 795 | 3,121,254 | ||||
Net loss | 138,675 | |||||
Balance at Dec. 31, 2018 | $ 12 | 113,881 | 1,280 | (174,632) | (59,459) | |
Balance, shares at Dec. 31, 2018 | 795 | 12,286,847 | ||||
Balance at Dec. 31, 2017 | $ 6 | 56,979 | 250 | (128,040) | (70,805) | |
Balance, shares at Dec. 31, 2017 | 2,575 | 5,620,281 | ||||
Balance at Dec. 31, 2017 | $ 6 | 56,979 | 250 | (128,040) | (70,805) | |
Balance, shares at Dec. 31, 2017 | 2,575 | 5,620,281 | ||||
Balance at Dec. 31, 2017 | $ 6 | 56,979 | 250 | (128,040) | (70,805) | |
Balance, shares at Dec. 31, 2017 | 2,575 | 5,620,281 | ||||
Balance at Dec. 31, 2017 | $ 6 | 56,979 | 250 | (128,040) | (70,805) | |
Balance, shares at Dec. 31, 2017 | 2,575 | 5,620,281 | ||||
Common shares issued to employees | 16,605 | 16,606 | ||||
Common shares issued to employees, shares | ||||||
Common shares issued to investor relations firm | $ 2 | 16,336 | 16,338 | |||
Common shares issued to investor relations firm, shares | 1,901,520 | |||||
Common shares issued to consultant | 8,686 | 8,687 | ||||
Common shares issued to consultant, shares | ||||||
Common shares issued for convertible notes - inducement, | 2,156 | 2,156 | ||||
Common shares issued for convertible notes - inducement, shares | ||||||
Common shares issued for convertible notes - financing, settlement and prepayment | 185 | 185 | ||||
Common shares issued for convertible notes - financing, settlement and prepayment, shares | ||||||
Common shares issued to settle legal matter | 553 | 553 | ||||
Common shares issued board fee | 533 | 533 | ||||
Common shares issued board fee, shares | ||||||
Warrant exercised | 1,818 | 1,818 | ||||
Warrant exercised, shares | ||||||
Shares to be issued | (1,521) | 2,386 | 865 | |||
Accrued dividends - preferred stock | (80) | (80) | ||||
Common shares issued to investors | 7,100 | (6,306) | 795 | |||
Common shares issued to investors, shares | ||||||
Common shares issue to settle debt | 919 | 919 | ||||
Common shares issue to settle debt, shares | ||||||
Exchange of common stock for Series G convertible preferred stock | ||||||
Exchange of common stock for Series G convertible preferred stock, shares | (1,780) | 178,000 | ||||
Issuance of Preferred G shares | ||||||
Share- based compensation, shares | ||||||
Shares returned to outstanding | (75) | (75) | ||||
Shares returned to outstanding, shares | ||||||
Net loss | (46,592) | (46,592) | ||||
Balance at Dec. 31, 2018 | $ 12 | 113,881 | 1,280 | (174,632) | (59,459) | |
Balance, shares at Dec. 31, 2018 | 795 | 12,286,847 | ||||
Balance at Dec. 31, 2018 | $ 12 | $ 113,881 | $ 1,280 | $ (174,632) | $ (59,459) | |
Balance, shares at Dec. 31, 2018 | 795 | 12,286,847 |
Predecessor Statements of Stock
Predecessor Statements of Stockholders' Equity (Deficit) - Predecessor [Member] - USD ($) $ in Thousands | Common Stock [Member] | Retained Earnings [Member] | Total Stockholders' Equity (Deficit) [Member] |
Balance at Dec. 31, 2016 | $ 10 | $ 1,851 | $ 1,861 |
Balance at Dec. 31, 2016 | 10 | 1,851 | 1,861 |
Distribution to Stockholders | (5,349) | (5,349) | |
Net Loss | (4,179) | (4,179) | |
Balance at Apr. 20, 2017 | 10 | (7,667) | (7,667) |
Balance at Dec. 31, 2016 | 10 | 1,851 | 1,861 |
Balance at Dec. 31, 2016 | 10 | 1,851 | 1,861 |
Balance at Dec. 31, 2016 | 10 | 1,851 | 1,861 |
Balance at Dec. 31, 2016 | $ 10 | $ 1,851 | $ 1,861 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | 24 Months Ended | |
Apr. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||
Net loss | $ (46,592) | $ (92,083) | $ 138,675 | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation expense | 934 | 760 | ||
Amortization of intangible assets | 8,004 | 8,976 | ||
Amortization of debt discount and deferred financing costs | 52,259 | 12,914 | ||
Provision for bad debts | (351) | 551 | ||
(Gain) loss on sale and disposal of asset | 3,310 | (31) | ||
Late fee on senior debt | 541 | |||
Payment in-kind interest-debt on notes payable | 2,167 | 1,595 | ||
Payment in-kind interest on related party notes payable | 1,730 | 1,310 | ||
Share-based compensation | 18,438 | 4,343 | ||
Common shares issued for board of director fees | 533 | |||
Common shares issued for convertible note modifications, amendments, redemption agreements and settlements | 805 | 103 | ||
Common shares issued for consulting services | 8,686 | |||
Convertible note issued for consulting expenses | 400 | |||
Loss on issuance of convertible debt | 5,319 | 24,262 | ||
Prepayment penalties on convertible note payments | 1,078 | |||
Gain on extinguishment of debt | (35,425) | (666) | ||
Gain on extinguishment of related party debt | (530) | |||
Loss on merchant credit and note payable settlement, net | 987 | |||
(Gain) loss on warrant derivative liabilities | (11,678) | 357 | ||
(Gain) loss on convertible derivative liabilities | (17,177) | 35,012 | ||
Accrued dividends, preferred stock | (80) | (80) | ||
Benefit from deferred income taxes | 1,591 | 560 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (11,998) | (46,408) | ||
Cost and estimated earnings in excess of billings on uncompleted contracts | (3,530) | 21,060 | ||
Other current assets | 3,229 | (468) | ||
Accounts payable and accrued liabilities | 36,120 | 31,061 | ||
Due to related party | 25 | (109) | ||
Net cash provided by operating activities | 17,854 | 3,960 | ||
Cash flows from investing activities: | ||||
Net cash paid for Benchmark Builders, Inc. acquisition | (14,834) | |||
Purchase of property and equipment | (631) | (3,736) | ||
Net cash used in investing activities | (631) | (18,570) | ||
Cash flows from financing activities: | ||||
Proceeds from issuance of convertible notes | 15,226 | 4,095 | ||
Payments on convertible notes | (5,947) | (1,426) | ||
Proceeds from issuance of merchant credit agreements | 17,356 | 5,718 | ||
Payments on merchant credit agreements | (47,545) | (2,624) | ||
Proceeds from issuance of notes payable, net | 650 | 1,400 | ||
Payments on notes payable, capital leases and settlement notes | (1,981) | (1,335) | ||
Proceeds from issuance of senior note payable, net | 2,115 | 12,695 | ||
Proceeds from issuance of Series C notes | 7,500 | |||
Payment of Series C notes | (7,541) | |||
Payments on notes payable - related parties | (420) | |||
Proceeds from sale of common stock | 7,370 | 3,338 | ||
Proceeds from exercise of warrants | 562 | |||
Payment of deferred financing costs | (540) | (521) | ||
Distribution to stockholders | ||||
Net cash (used in) provided by financing activities | (20,695) | 28,840 | ||
Net change in cash | (3,472) | 14,230 | ||
Cash, beginning of period | $ 1,412 | 15,642 | 1,412 | 1,412 |
Cash, end of period | 12,170 | 15,642 | 12,170 | |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 5,083 | 1,959 | ||
Cash paid for income taxes | ||||
Non-cash investing and financing activities: | ||||
Common shares issued for convertible note conversions | 16,338 | 1,925 | ||
Common shares issued for convertible note inducement | 2,156 | 347 | ||
Common shares issued to noteholder for debt discount | 1,097 | 11 | ||
Common shares issued for note payable and other accrued debt conversions | 853 | 1,595 | ||
Common shares issued to senior lender for note inducement | 5,650 | |||
Common shares issued for services to Board members and outside consultants for accrued services | 825 | |||
Common shares reclassified from temporary equity | 437 | |||
Common stock issued for cashless warrant exercise | 1,256 | 94 | ||
Debt discount and deferred financing costs from issuance of merchant credit agreements | 34,602 | 4,221 | ||
Debt discount and deferred financing costs from issuance of convertible notes payable | 2,082 | 658 | ||
Debt discount from warrant and conversion derivative liability | 14,647 | 3,543 | ||
Debt discount and deferred financing costs from issuance of notes payable | 741 | 8,093 | ||
Issuance of notes payable and capital leases for the purchase of fixed assets | 561 | |||
Receivable from merchant credit agreement overdraw | 885 | |||
Senior lender accrued interest converted to principal | $ 2,816 | |||
Predecessor [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | (4,179) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation expense | 6 | |||
Amortization of intangible assets | ||||
Amortization of debt discount and deferred financing costs | ||||
Provision for bad debts | ||||
(Gain) loss on sale and disposal of asset | ||||
Late fee on senior debt | ||||
Payment in-kind interest-debt on notes payable | ||||
Payment in-kind interest on related party notes payable | ||||
Share-based compensation | ||||
Common shares issued for board of director fees | ||||
Common shares issued for convertible note modifications, amendments, redemption agreements and settlements | ||||
Common shares issued for consulting services | ||||
Loss on issuance of convertible debt | ||||
Prepayment penalties on convertible note payments | ||||
Gain on extinguishment of debt | ||||
Gain on extinguishment of related party debt | ||||
Loss on merchant credit and note payable settlement, net | ||||
(Gain) loss on warrant derivative liabilities | ||||
(Gain) loss on convertible derivative liabilities | ||||
Accrued dividends, preferred stock | ||||
Benefit from deferred income taxes | ||||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 37,933 | |||
Cost and estimated earnings in excess of billings on uncompleted contracts | 9,814 | |||
Other current assets | (1,061) | |||
Accounts payable and accrued liabilities | (39,470) | |||
Due to related party | ||||
Net cash provided by operating activities | 3,043 | |||
Cash flows from investing activities: | ||||
Net cash paid for Benchmark Builders, Inc. acquisition | ||||
Purchase of property and equipment | (30) | |||
Net cash used in investing activities | (30) | |||
Cash flows from financing activities: | ||||
Proceeds from issuance of convertible notes | ||||
Payments on convertible notes | ||||
Proceeds from issuance of merchant credit agreements | ||||
Payments on merchant credit agreements | ||||
Proceeds from issuance of notes payable, net | ||||
Payments on notes payable, capital leases and settlement notes | ||||
Proceeds from issuance of senior note payable, net | ||||
Proceeds from issuance of Series C notes | ||||
Payment of Series C notes | ||||
Payments on notes payable - related parties | ||||
Proceeds from sale of common stock | ||||
Proceeds from exercise of warrants | ||||
Payment of deferred financing costs | ||||
Distribution to stockholders | (5,349) | |||
Net cash (used in) provided by financing activities | (5,349) | |||
Net change in cash | (2,336) | |||
Cash, beginning of period | 4,752 | $ 4,752 | $ 4,752 | |
Cash, end of period | 2,416 | |||
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | ||||
Cash paid for income taxes | 1,187 | |||
Non-cash investing and financing activities: | ||||
Common shares issued for convertible note conversions | ||||
Common shares issued for convertible note inducement | ||||
Common shares issued to noteholder for debt discount | ||||
Common shares issued for note payable and other accrued debt conversions | ||||
Common shares issued to senior lender for note inducement | ||||
Common shares issued for services to Board members and outside consultants for accrued services | ||||
Common shares reclassified from temporary equity | ||||
Common stock issued for cashless warrant exercise | ||||
Debt discount and deferred financing costs from issuance of merchant credit agreements | ||||
Debt discount and deferred financing costs from issuance of convertible notes payable | ||||
Debt discount from warrant and conversion derivative liability | ||||
Issuance of notes payable and capital leases for the purchase of fixed assets | ||||
Receivable from merchant credit agreement overdraw | ||||
Senior lender accrued interest converted to principal |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION 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 5. The Company and Benchmark operate in similar segments. Audited predecessor financial statements have been provided in these consolidated financial statements since the operations of the company before the acquisition of Benchmark were insignificant relative to the operations acquired. Basis of Presentation and Consolidation The accompanying consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated 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. Segments The Company operates in two segments in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280 “ Segment Reporting Reverse stock split On November 6, 2017, the Company’s board of directors approved, without action by the shareholders of the Company, a Certificate of Amendment to the Company’s Certificate of Incorporation to implement a 25-for-1 reverse stock split of the Company’s Common Stock with an effective date of November 6, 2017. On the effective date of the reverse split each 25 shares of issued Common Stock were converted automatically into one share of Common Stock. The number of authorized shares of the Company’s Common Stock was reduced from 200,000,000 shares to 8,000,000 shares. All Common Stock shares and per-share amounts have been retroactively adjusted to give effect to the reverse split. Liquidity and Managements’ Plans In accordance with Accounting Standards Update, (“ASU”), 2014-15, Presentation of Financial Statements—Going Concern The Company’s ultimate success is dependent on its ability to obtain additional financing and generate sufficient cash flow to meet its obligations on a timely basis. The Company’s business will require significant amounts of capital to sustain operations and the Company will need to make the investments it needs to execute its longer-term business plan. Absent generation of sufficient revenue from the execution of the Company’s long-term business plan, the Company will need to obtain debt or equity financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or operations. Such additional debt or equity financing may not be available to the Company on favorable terms, if at all. At December 31, 2018, the Company had $12,170 in cash and a working capital deficit of $95,501. The Company has classified all amounts outstanding to the Senior Lender totaling $34,322 as current liabilities as they mature during 2019. See Note 14. Also, the Company has reported aggregated net losses of $138,675 for the two-year period ended December 31, 2018. Management has assessed the Company’s ability to continue as a going concern in accordance with the requirement of ASC 205-40. Management believes the Company’s present cash flows from operations will not enable it to meet its obligations for the twelve months from the date these financial statements are available to be issued. Management currently has available certain bridge financing from a significant shareholder to fund its operations, but is actively seeking new sources of financing at more favorable terms and conditions, that will enable the Company to meet its obligations for the twelve-month period from the date the financial statements are available to be issued. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Restatement of Consolidated Fin
Restatement of Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Consolidated Financial Statements | NOTE 2. RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS Overview This Annual Report on Form 10-K for the year ended December 31, 2018 contains our audited consolidated financial statements for the years ended December 31, 2018 and 2017, of which the audited consolidated financial statements from December 31, 2018 have not previously been filed, as well as restatements of the following previously filed consolidated financial statements: (i) our audited consolidated financial statements for the year ended December 31, 2017; and (ii) our unaudited consolidated financial statements for the quarters ended March 31, 2018 and 2017, June 30, 2018 and 2017 and September 30, 2018 and 2017, in Note 25. We have not filed and do not intend to file amendments to any of our previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the restatements of our consolidated financial statements. We have not timely filed our Annual Report on Form 10-K for the year ended December 31, 2018 and the Fiscal Year 2019 Form 10-Qs as a result of the internal investigation of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) and the subsequent restatement of certain of our prior period financial statements as more fully described below. Background On April 2, 2019, the Company announced that the Audit Committee following a communication with the Company’s former independent registered public accounting firm concluded that previously issued audited financial statements as of and for the year ended December 31, 2017, and interim reviews of the financial statements for the periods ended March 31, June 30, and September 30, 2018 and 2017, should no longer be relied upon. The conclusion to prevent future reliance on the aforementioned financial statements resulted from the determination that such financial statements failed to properly account for certain convertible notes and other potentially dilutive securities. Specifically, the Company identified a potential issue related to the accounting related to certain convertible notes and other potentially dilutive securities the Company issued in 2017, 2018, and 2019. Further, the independent investigation announced on March 22, 2019 is also focused on issues related to the accounting for and disclosure of certain expenses incurred by management, as well as the appropriateness and disclosure of certain related party transactions. To date, the investigation team has found what it believes are significant personal expenses incurred by former officers that were charged to the Company, including: multiple trips on chartered jets to vacation destinations in the U.S., South America and Europe, as well as to a family home; the use of Company vehicles largely if not solely for personal purposes; incidental personal charges on Company credit cards; and Company payments for credit card bills in the names of former officers. The investigation also found at least one large share issuance to a related party that was not reported timely. Further, the investigation team also found instances in which cash transfers were made to former officers with little or no support. However, this work is ongoing, and further findings may change our preliminary assessments described above. The investigation team is working with the Company to ensure that its findings are appropriately reflected in the Company’s restatement and in its next Form 10-K. On June 11, 2019, the Audit Committee, following a communication by its former independent auditors, Marcum, concluded that the Company’s previously issued audited financial statements as of and for the years ended December 31, 2017 and 2016 and completed interim reviews for the periods ended March 31, June 30 and September 30, 2018, 2017 and 2016 should no longer be relied upon. The conclusion on June 11, 2019 to add the aforementioned 2016 financial statements to those statements which should no longer be relied upon resulted from determinations made as part of the Company’s ongoing restatement effort that certain items, including revenues originally recognized in 2016, should no longer be recognized. In addition to the Audit Committee investigation matter described above, the Company also corrected for (i) out of period adjustments and errors related to the Company’s acquisition and revenue and costs and (ii) out of period adjustments and errors identified during management’s review of significant accounts and transactions. The significant account and transaction review adjustments referred to in (ii) above were made in the restatement and relate to revenue recognition (Note 4), accounts receivable (Note 6), merchant account agreements (Note 11), convertible notes payable (Note 12), notes payable (Note 13) debt derivative liabilities (Note 16), warrant liabilities (Note 16), stockholders’ equity (Note 20), stock awards (Note 21) and various other matters. Effect of Restatement on Previously Filed December 31, 2017 Form 10-K The restatement adjustments related to the year ended December 31, 2016 are reflected in the beginning accumulated deficit balance in the consolidated financial statements for 2017. The cumulative impact of these adjustments increased accumulated deficit by approximately $16,906 at the beginning of 2017. The 2016 adjustments principally related to $6,840 of unbilled revenue that was unsubstantiated and subsequently reversed during 2017 and 2018, $8,767 of compensation expense for executive management and certain employees, $614 for interest, fines and penalties for prior period unpaid payroll taxes, $476 of selling, general and administration expenses for professional fees and $165 for directors fees. The restatement adjustments were tax effected and any tax adjustments reflected in the consolidated financial statements for 2017 relate entirely to the tax effect on the restatement adjustments. The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported financial statements as of and for the year ended December 31, 2017. The effect of the restatement on the previously filed consolidated balance sheet as of December 31, 2017 is as follows: As of December 31, 2017 (dollars in thousands, except per share data) As Previously Reported Adjustments As Restated (Unaudited) (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 15,642 $ — $ 15,642 Accounts receivable, net 62,199 (500 ) 61,699 Costs and estimated earnings in excess of billings on uncompleted contract 11,226 (5,940 ) 5,286 Other current assets 7,256 (973 ) 6,283 Total current assets 96,323 (7,413 ) 88,910 Property and equipment, net 7,955 (873 ) 7,082 Intangible assets, net 27,696 — 27,696 Goodwill 35,672 9,335 45,007 Total assets $ 167,646 $ 1,049 $ 168,695 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable $ 35,134 $ 8,760 $ 43,894 Billings in excess of costs and estimated earnings on uncompleted contracts 30,304 7,227 37,531 Accrued expenses and other current liabilities 9,973 215 10,188 Convertible notes payable, net of original issue discount and deferred financing cost — 2,391 2,391 Merchant credit agreements — 4,239 4,239 Notes payable, current portion, net of original issue discount and deferred financing costs 10,488 (6,819 ) 3,669 Notes payable, related parties, current portion 8,526 50 8,576 Debt derivative liabilities — 48,195 48,195 Warrant derivative liabilities — 16,492 16,492 Total current liabilities 94,425 80,750 175,175 Notes payable, non-current portion 1,955 (125 ) 1,830 Notes payable, related parties, non-current, net of debt discount 38,530 — 38,530 Senior note payable, non-current portion, net of original issue discount and deferred financing costs 24,143 (738 ) 23,405 Deferred tax liability 560 — 560 Total liabilities 159,613 79,887 239,500 Commitments and contingencies (Note 18) Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at December 31, 2017 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at December 31, 2017 — — — Series G convertible preferred stock, $0.001 stated value, 1,780 shares designated and 1,780 shares issued and outstanding at December 31, 2017 — — — Common stock, $0.001 par value, 100,000,000 shares authorized and 5,620,281 shares issued and outstanding at December 31, 2017 6 — 6 Additional paid-in capital 49,381 7,598 56,979 Shares to be issued 625 (375 ) 250 Subscriptions receivable (3,675 ) 3,675 — Accumulated deficit (38,304 ) (89,736 ) (128,040 ) Total stockholders’ equity (deficit) 8,033 (78,838 ) (70,805 ) Total liabilities and stockholders’ equity (deficit) $ 167,646 $ 1,049 $ 168,695 The effect of the restatement on the previously filed consolidated statement of operations for the year ended December 31, 2017 is as follows: Year ended December 31, 2017 (dollars in thousands, except per share data) As Previously Reported Adjustments As Restated (Unaudited) (Unaudited) Revenues, net of discounts $ 243,409 $ (27,900 ) $ 215,509 Cost of revenues 206,394 (21,242 ) 185,152 Gross profit 37,015 (6,658 ) 30,357 Operating expenses Compensation expense 19,413 4,560 23,973 Selling, general and administrative expenses 14,934 (1,416 ) 13,518 Amortization of intangible assets 2,597 — 2,597 Loss on sale of asset 31 — 31 Transaction expenses 1,666 (965 ) 701 Total operating expenses 38,641 2,179 40,820 Operating loss (1,626 ) (8,837 ) (10,463 ) Other expenses Interest expense (5,819 ) (490 ) (6,309 ) Amortization of deferred financing costs and debt discount (6,349 ) (8,730 ) (15,079 ) Loss on conversion derivative liability — (35,012 ) (35,012 ) Loss on warrant derivative liability — (357 ) (357 ) Other expense, net (123 ) (584 ) (707 ) Loss on issuance of notes — (24,262 ) (24,262 ) Extinguishment gain — 666 666 Financing costs (5,552 ) 5,552 — Total other expenses, net (17,843 ) (63,217 ) (81,060 ) Loss before provision for income taxes (19,469 ) (72,054 ) (91,523 ) Provision for income taxes 560 — 560 Net loss (20,029 ) (72,054 ) (92,083 ) Preferred stock dividends (80 ) — (80 ) Net loss attributable to common shareholders $ (20,109 ) $ (72,054 ) $ (92,163 ) Loss per common share: Basic and diluted $ (4.23 ) $ (15.15 ) $ (19.38 ) Weighted average number of common shares outstanding Basic and diluted 4,748,563 4,756,049 4,756,049 The effect of the restatement on the previously filed consolidated statement of cash flows for the year ended December 31, 2017 is as follows: Year ended December 31, 2017 (dollars in thousands) As Previously Reported Adjustments As Restated (Unaudited) (Unaudited) Cash flows from operating activities: Net loss $ (20,029 ) $ (72,054 ) $ (92,083 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 870 (110 ) 760 Amortization of intangible assets 8,976 — 8,976 Amortization of debt discount and deferred financing costs 8,010 4,904 12,914 Provision for bad debts 551 — 551 Loss (gain) on sale of asset 31 (62 ) (31 ) Late fee on senior debt 541 — 541 Payment in kind interest-debt on notes payable 934 661 1,595 Payment in kind interest on related party notes payable 1,310 — 1,310 Share-based compensation 1,681 2,662 4,343 Common shares issued for convertible notes modifications, amendments, redemption agreements and settlements — 103 103 Convertible note issued for consulting expenses — 400 400 Loss on issuance of convertible debt — 24,262 24,262 Gain on extinguishment of debt — (666 ) (666 ) Loss on warrant derivative liabilities — 357 357 Loss on convertible derivative liabilities — 35,012 35,012 Debt financing expense 531 (531 ) — Accrued dividends, preferred stock — (80 ) (80 ) Benefit from deferred income taxes (599 ) 1,159 560 Changes in operating assets and liabilities: Accounts receivable (41,106 ) (5,302 ) (46,408 ) Cost and estimated earnings in excess of billings on uncompleted contracts 19,078 1,982 21,060 Other current assets 5,888 (6,356 ) (468 ) Accounts payable and accrued liabilities 17,463 13,598 31,061 Due to related party — (109 ) (109 ) Net cash provided by (used in) operating activities 4,130 (170 ) 3,960 Cash flows from investing activities : Net cash paid for Benchmark Builders, Inc. acquisition (14,834 ) — (14,834 ) Purchase of property and equipment (5,208 ) 1,472 (3,736 ) Net cash (used in) provided by investing activities (20,042 ) 1,472 (18,570 ) Cash flows from financing activities : Proceeds from issuance of convertible notes — 4,095 4,095 Payments on convertible notes — (1,426 ) (1,426 ) Proceeds from issuance of merchant credit agreements — 5,718 5,718 Payments on merchant credit agreements — (2,624 ) (2,624 ) Proceeds from issuance of notes payable, net 12,158 (10,758 ) 1,400 Payments on notes payable (5,342 ) 4,007 (1,335 ) Proceeds from issuance of senior note payable, net 13,210 (515 ) 12,695 Proceeds from issuance of Series C notes 7,500 — 7,500 Payments on notes payable – related parties (112 ) 112 — Proceeds from sale of common stock 3,338 — 3,338 Payment of deferred financing costs (610 ) 89 (521 ) Net cash provided by (used in) financing activities 30,142 (1,302 ) 28,840 Net change in cash 14,230 — 14,230 Cash, beginning of period 1,412 — 1,412 Cash, end of period $ 15,642 $ — $ 15,642 |
Summary of Significant Policies
Summary of Significant Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Policies | NOTE 3. SUMMARY OF SIGNIFICANT POLICIES Revenue and Cost of Goods Sold Recognition On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, Revenues derived from construction services at 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 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, contract 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 year ended December 31, 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. On December 31, 2018 and January 1, 2018, the Company had no material capitalized mobilization costs. Revenue from telecommunication 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. 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. Costs and estimated earnings in excess of billings on uncompleted contracts and Billings in excess of costs and estimated earnings on uncompleted contracts In accordance with normal practice in the construction industry, the Company includes asset and liability accounts relating to construction contracts in current assets and liabilities even when such amounts are realizable or payable over a period in excess of one year. For the year ended December 31, 2018 and 2017, the Company has included retainage payable as part of accounts payable. Retainage payable is anticipated to be paid within the next twelve months. The Company has also included any unbilled retainage receivable as part of accounts receivable and such amounts are also expected to be billed and collected within the next twelve months. Cash and Cash Equivalents Cash consisting of interest-bearing demand deposits is carried at cost, which approximates fair value. The Company considers cash in banks and holdings of highly liquid investments with original maturities of three months or less when purchased to be cash or cash equivalents. At various times throughout the year, and as of December 31, 2018, some accounts held at financial institutions were in excess of the federally insured limit of $250. The Company reduces its exposure to credit risk by maintaining its cash deposits with major financial institutions and monitoring their credit ratings. The Company has not experienced any losses on these accounts and believes credit risk to be minimal. Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses due to the inability of its customers to make the required payments. Management analyzes the collectability of trade accounts and other receivables and the adequacy of the allowance for doubtful accounts on a regular basis taking into consideration the aging of the account balances, historical bad debt experience, customer concentration, customer credit-worthiness, customer financial condition and credit report and the current economic environment. In addition, an allowance is established when it is probable that a specific receivable is not collectible and the loss can be reasonably estimated. Amounts are written off against the allowance when they are considered to be uncollectible. If estimates of collectability of trade accounts and other receivables change or should customers experience unanticipated financial difficulties, additional allowances may be required. Management monitors and evaluates the allowance for doubtful accounts quarterly and is adjusted to maintain the allowance at a level considered adequate to provide for uncollectible amounts. The allowance for doubtful accounts is included in general and administrative expenses in the Consolidated Statements of Operations. Deferred Financing Costs and Amortization of Deferred Financing Cost Deferred financing costs relate to the Company’s debt instruments, the short and long-term portions of which are reflected as a deduction from the carrying amount of the related debt instruments, including the Company’s senior debt. Deferred financing costs are amortized using the straight-line method over the term of the related debt instrument which approximates the effective interest method. Long-Lived Assets The Company’s long-lived assets consist primarily of property and equipment and finite-lived intangible assets. Property and equipment are stated at cost or if acquired in a business combination, at the acquisition date fair value. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Property and equipment under capital leases are depreciated over their estimated useful lives. Expenditures for repairs and maintenance are charged to expense as incurred. The carrying amount of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses on disposition of property and equipment included in other income or expense. When the Company identifies assets to be sold, those assets are valued based on their estimated fair value less costs to sell, classified as held-for-sale and depreciation is no longer recorded. Estimated losses on disposals are included within operating expenses. Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis, which are generally based on contractual terms or legal rights. Customer relationships acquired through business combinations are amortized over the estimated remaining useful life of the acquired customer base. This remaining useful life is based on historical customer retention and attrition rates. Contracts in progress acquired through business combinations are amortized over the estimated duration of the underlying projects. Trademarks and tradenames acquired through business combinations are amortized over the estimated useful life that such trademarks and tradenames are expected to be used. Non-compete arrangements entered into in connection with business combinations are amortized over the contractual life of the arrangements. On a periodic basis, the Company evaluates the estimated remaining useful life of acquired intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. The carrying amounts of long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill and Indefinite-Lived Intangible Assets The Company has goodwill and certain indefinite-lived intangible assets that have been recorded in connection with the acquisition of a business. Goodwill and indefinite-lived assets are not amortized, but instead are tested for impairment at least annually. Goodwill represents the excess of the purchase price of an acquired business over the estimated fair value of the underlying net tangible and intangible assets acquired. The Company tests goodwill resulting from acquisitions for impairment annually on March 1, or whenever events or changes in circumstances indicate an impairment. For purposes of the goodwill impairment test, the Company has determined that it currently operates as a single reporting unit. If it is determined that an impairment has occurred, the Company adjusts the carrying value accordingly, and charges the impairment as an operating expense in the period the determination is made. Although the Company believes goodwill is appropriately stated in the consolidated financial statements, changes in strategy or market conditions could significantly impact these judgments and require an adjustment to the recorded balance. There were no impairments during the periods presented. Income Taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more likely than not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Stock-Based Compensation Compensation expense for all stock-based employee and director compensation awards granted is based on the grant date fair value estimated in accordance with the provisions of ASC Topic 718, Stock Compensation The Company estimates the fair value of stock-based compensation awards on the date of grant using the Black-Scholes-Merton option pricing model. This method considers among other factors, the expected term of the award and the expected volatility of the Company’s stock price. Expected terms are calculated using the Simplifies Method, volatility is determined based on the Company’s historical stock price and the discount rate is based upon treasure tares with instruments of similar expected terms. Fair Value of Financial Instruments Under ASC Topic 820, Fair Value Measurement Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3- Inputs are unobservable and reflect the Company’s assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available. Derivatives The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, The Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for The Company’s liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, The Company seeks to validate the model’s output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the warrants issued by the Company has been estimated using Monte Carlo simulation and or a Black Scholes model. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Statement of Operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company record a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. Sequencing As of October 13, 2016, the Company adopted a sequencing policy whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors and convertible preferred stock. Equity Preferred Stock The Company applies the classification and measurement principles enumerated in ASC 815 with respect to accounting for its issuance of preferred stock. The Company evaluates convertible preferred stock at each reporting date for appropriate balance sheet classification. Advertising Advertising costs, if any, are expensed as incurred. For the years ended December 31, 2018 and 2017, the Company spending on advertising was not material. Concentration of Labor Approximately 21% and 17% of the Company’s labor force is covered under union agreements in the United States at December 31, 2018 and 2017, respectively. These agreements are renegotiated when their terms expire between 2020 and 2021. Net Loss Per Common Share Basic net 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 attributable to common shareholders is computed by dividing net loss by the weighted average number of common shares outstanding during the period adjusted for the dilutive effects of common stock equivalents. 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. For the years ended December 31, 2018 and 2017 no effect for common stock was considered in the calculation of diluted loss per share as their effect was anti-dilutive. The Company had the following common stock equivalents at December 31, 2018 and 2017. 2018 2017 Convertible preferred stock, Series A 2,395,830 1,146,797 Convertible preferred stock, Series A-1 767,040 727,703 Convertible preferred stock, Series G — 178,000 Convertible notes 21,303,158 1,847,057 Common stock warrants 287,484 330,856 Options 19,010 1,318 Total potentially dilutive shares 24,772,522 4,231,731 The above table excludes any common shares related to the convertible debt for the Series A and Series B since such debt is only convertible at the then prevailing market price upon default. Recent Accounting Pronouncements Accounting Pronouncements Adopted In January 2017, the FASB issued ASU 2017-04: Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Accounting Pronouncements Issued The Company is evaluating whether the effects of the following recent accounting pronouncements, or any other recently issued but not yet effective accounting standards, will have a material effect on the Company’s consolidated financial position, results of operations or cash flows. In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements Compensation – Stock Compensation – Income Taxes Business Combinations – Income Taxes Fair Value Measurement – Overall In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. In July 2017, the FASB issued ASU 2017-11 – Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 is intended to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the Board determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. ASU 2017-11 is effective for fiscal years, and interim periods within fiscal years beginning after beginning after December 15, 2018. The Company expects that the adoption of this ASU will not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326). In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) The Company plans to elect the transition package of practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The Company’s operating leases primarily comprise of office facilities, with the most significant leases relating to corporate headquarters in Malvern, Pennsylvania and an office in San Francisco, California. The Company is in the process of finalizing changes to its systems and processes in conjunction with its review of lease agreements and will disclose the actual impact of adopting ASU 2016-02 in its interim report on Form 10-Q for the quarter ended March 31, 2019. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Revenue Recognition | NOTE 4. REVENUE RECOGNITION On January 1, 2018, the Company adopted ASC 606. Under ASC 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 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. December 31, 2018 Major Sources of Revenue Infrastructure $ 383,778 Technology 977 Total $ 384,755 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 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 year ended December 31, 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 December 31, 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 installing and 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. Sometimes, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company generally 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 year ended December 31, 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 December 31, 2018 Trade receivables $ 61,699 $ 74,048 Contract assets $ 5,286 $ 5,974 Contract liabilities $ 46,254 $ 45,166 As of January 1, 2018, and December 31, 2018, contract liabilities consisted of accrued subcontract costs, therefore, no amounts were recognized in revenue during the year ended December 31, 2018, related to its contract liabilities. Contract Acquisition Costs The Company does not have material 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 years ended December 31, 2018 and 2017. Transaction Price Allocated to the Remaining Performance Obligations On December 31, 2018, the Company had approximately $132,523 of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied). |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 5. ACQUISITIONS 2017 Acquisition On April 20, 2017, FTE acquired all of the issued and outstanding shares of common stock of Benchmark Builders, Inc. (“Benchmark”), The purchase price consisted of (i) cash consideration of approximately $17,250 (ii) 1,069,538 shares of FTE common stock with a fair value of $21,658, (iii) convertible promissory notes in the aggregate principal amount of $12,500 to certain stockholders of Benchmark (the “Series A Notes”, which mature on April 20, 2019) and (iv) promissory notes in the aggregate principal amount of $30,000 to certain stockholders of Benchmark (the “Series B Notes”, which mature on April 20, 2020). On April 20, 2017, the Company’s senior lender, amended the original credit agreement to provide for approximately $10,100 towards the cash purchase price of the Benchmark acquisition, refinancing this new advance with the existing debt and extending the maturity date of the facility to March 31, 2019. See Note 14. In addition, certain sellers of Benchmark provided approximately $7,500 towards the cash purchase price for which they received promissory notes (the “Series C Notes”, which mature on October 20, 2018). The acquisition has been accounted for as a business combination in accordance with ASC Topic 805. Benchmark is a full-service general contracting management and general contracting firm, significantly expanding the Company’s presence in the New York area. The following table summarizes the consideration transferred for the acquisition of Benchmark: Cash consideration $ 17,250 Shares of common stock 21,658 Series A notes* 11,263 Series B notes* 24,574 Less: Receivable from Benchmark (500 ) Merger consideration $ 74,245 *: Series A and B notes were recorded at fair value. The following table summarizes the acquisition date fair value of the purchase price allocation assigned to each major class of assets acquired and liabilities assumed as of April 20, 2017, the closing date for Benchmark: ASSETS ACQUIRED Cash $ 2,416 Accounts receivable 20,577 Costs and estimated earnings in excess of billings on uncompleted contracts 3,870 Other current assets 4,235 Property and equipment 47 Total identifiable assets acquired 31,145 Fair value of intangible assets acquired: Contracts in progress 10,632 Trademarks and tradenames 2,749 Customer relationships 22,743 Non-compete 548 Total fair value of intangible assets acquired 36,672 Goodwill 45,007 Total Assets Acquired 112,824 LIABILITIES ASSUMED Accounts payable 20,098 Billings in excess of costs and estimated earnings on uncompleted contract 16,303 Accrued expenses and other current liabilities 2,178 Total Liabilities Assumed 38,579 Total consideration transferred $ 74,245 Goodwill of $45,007 was recorded related to this acquisition. The Company believes the goodwill related to the acquisition was a result of the expected growth platform to be used for expanding the business. As of April 20, 2017, goodwill is expected to be fully deductible for tax purposes and will be amortized over 15 years. The operating results of Benchmark for the period from April 21, 2017 to December 31, 2017 included revenues of $201,681 and net income of $15,315 and are included in the consolidated statements of operations for the year ended December 31, 2017. The net income in the Company’s Consolidated Statements of Operations reflects $8,976 of amortization expense for the year ended December 31, 2017, in connection with Benchmark’s intangible assets. The Company incurred a total of $701 in transaction costs in connection with the acquisition, which are included in the consolidated statement of operations for the year ended December 31, 2017, respectively. See Note 9. Goodwill and Intangible Assets 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 year ended December 31, 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 twelve months ended December 31, 2017: Revenue Net Loss Loss per Share Weighted 2017 supplemental pro forma from January 1, 2017 through December 31, 2017 $ 250,700 (103,596 ) (21.77 ) 4,756,049 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Accounts Receivable | NOTE 6. ACCOUNTS RECEIVABLE The following table presents accounts receivable, net for the years ended December 31, 2018 and 2017: December 31 2018 2017 Uncompleted contracts $ 44,227 $ 36,464 Completed contracts 13,184 13,865 Unbilled receivable 16,957 12,040 Allowance for doubtful accounts (320 ) (670 ) Accounts receivable, net $ 74,048 $ 61,699 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. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | NOTE 7. OTHER CURRENT ASSETS Other current assets consist of the following: December 31 2018 2017 Notes receivables, promissory note $ 885 $ — Prepaid insurance 625 1,398 Prepaid city and state taxes 1,858 2,318 Prepaid contract costs for work in process — 84 Prepaid operating expenses 626 2,483 Other current assets $ 3,994 $ 6,283 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 8. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: Estimated December 31 Life (in years) 2018 2017 Machinery and equipment 6-8 $ 1,598 $ 1,686 Vehicles and trailers 7-10 2,276 2,276 Network services platform 5 — 3,438 Computer equipment and software 2-5 years 1,281 1,150 Leasehold improvements 2-5 years 647 183 Furniture and fixtures 2-5 years 56 33 5,858 8,766 Less: accumulated depreciation (2,453 ) (1,684 ) Property and equipment, net $ 3,405 $ 7,082 The Company completed the development of the new network infrastructure services platform on October 11, 2017, due to market conditions during 2018 this platform was determined to be obsolete and was written off to selling, general and administration costs for the year ended December 31, 2018. Depreciation expense for the years ended December 31, 2018 and 2017, was $934 and $760, respectively. The Company leases various equipment under capital leases. Assets held under capital leases are included in property and equipment as follows: December 31, 2018 2017 Machinery & equipment $ 1,375 $ 1,548 Less: accumulated depreciation (575 ) (438 ) $ 800 $ 1,110 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 9. INTANGIBLE ASSETS AND GOODWILL As of December 31, 2018 and 2017, goodwill was $45,007, and the activity within those years was as follows: December 31 2018 2017 Beginning balance $ 45,007 $ — Acquisition — 45,007 Ending balance $ 45,007 $ 45,007 The goodwill is assessed for impairment on an annual basis and also on an interim basis when indicators of impairment exist. The Company completed its goodwill assessment on March 1, 2018, and determined the goodwill was not impaired. The fair value of identifiable intangible assets consisted of the following at December 31, 2018: Weighted average Gross Accumulated Net Definite- Lived Intangibles Trademarks and tradenames 63.7 2,749 665 2,084 Customer relationships 63.7 22,743 5,497 17,246 Contracts in progress — 10,632 10,632 — Non-compete 39.7 548 186 362 Total Intangible Assets $ 36,672 $ 16,980 $ 19,692 The fair value of identifiable intangible assets consisted of the following at December 31, 2017: Weighted average Gross Accumulated Net Definite- Lived Intangibles Trademarks and tradenames 75.7 2,749 272 2,477 Customer relationships 75.7 22,743 2,247 20,496 Contracts in progress 9.7 10,632 6,379 4,253 Non-compete 51.7 548 78 470 Total Intangible Assets $ 36,672 $ 8,976 $ 27,696 Amortization expense for the years ended December 31, 2018 and 2017 was $8,004 and $8,976, respectively. For the year ended December 31, 2018, amortization expense of $3,751 was charged to operating expenses and $4,253 was charged to cost of revenues. For the year ended December 31, 2017, amortization expense of $2,597 was charged to operating expenses and $6,379 was charged to cost of revenues. Expected future amortization expense consists of the following for each of the following years ended December 31: 2019 $ 3,751 2020 3,751 2021 3,751 2022 3,675 2023 3,642 Thereafter 1,122 Total $ 19,692 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: December 31, 2018 2017 Accrued interest payable [1] $ 1,673 $ 2,456 Accrued dividends payable 690 610 Accrued compensation expense [2] 3,942 4,264 Accrued bonuses 3,939 2,587 Accrued taxes payable 76 182 Other accrued expense 30 89 Accrued expenses, current $ 10,350 $ 10,188 [1] Accrued interest payable as of December 31, 2018 and 2017 includes $1,461 and $1,188, respectively, of estimated penalties and interest associated with prior period unpaid payroll taxes. [2] Accrued compensation includes $1,868 in both December 31, 2018 and 2017, associated with prior period unpaid payroll taxes. |
Merchant Account Agreements
Merchant Account Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Merchant Account Agreements | NOTE 11: MERCHANT ACCOUNT AGREEMENTS 2018 During the year ended December 31, 2018, the Company entered into 65 merchant account agreements, whereby the Company agreed to borrow an aggregate of $70,947, net of $25,126 in original issue discounts and $6,914 in deferred financing costs, in exchange for daily repayment funded through the Company’s future receivables. The merchant account agreements are collateralized by the assets of the Company and are due in terms between one and six months. As of December 31, 2018, there were 18 merchant account agreements with an aggregate balance of $11,228, net of original issue discount of $6,746 and deferred financing costs of $2,380. During the years ended December 31, 2018 and 2017, the Company recognized $30,008 and $401, respectively, in amortization of deferred financing costs and debt discounts from the amortization of original issuance discounts and deferred debt issuance costs on the straight-line method over the term of the related merchant account agreement, which approximates the effective interest method. 2017 During the year ended December 31, 2017, the Company entered into 24 merchant account agreements, whereby the Company agreed to borrow an aggregate of $11,632, net of $3,549 in original issue discounts and $672 in deferred financing costs, in exchange for daily repayment funded through the Company’s future receivables. The merchant account agreements are collateralized by the assets of the Company and are due in terms between one and six months. As of December 31, 2017, there were 12 merchant account agreements outstanding with an aggregate balance of $7,315, net of original issue discount of $2,576 and deferred financing costs of $500. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 12: CONVERTIBLE NOTES PAYABLE 2018 During the year ended December 31, 2018, the Company entered into 39 convertible notes payable, borrowing an aggregate of $17,307, net of original issuance discounts of $1,556 and deferred financing costs of $526. Additionally, as inducement, the Company issued a total of 198,746 shares of the Company’s common stock valued at $2,563. During the year ended December 31, 2018, the Company repaid $5,231 of the convertible notes in cash and issued a total of 1,889,144 shares of the Company’s common stock for the conversion of $6,668 in convertible debt principal and $242 in accrued interest. As of December 31, 2018, the Company had 25 outstanding convertible notes payable totaling $9,042, net of unamortized original issuance discounts and deferred financing costs of $4,544. The outstanding convertible notes of the Company are unsecured, bear interest between 4% and 12% per annum or require a one-time payment of 4% of principal in the form of shares of the Company’s common stock. The convertible notes have original maturity terms between six months and one year and are convertible at variable rates between 50% and 75% of the quoted market price of the Company’s common stock. All notes that contained convertible terms during the year ended December 31, 2018 were evaluated for derivative accounting (see Note 16). Aggregate amortization of the debt discounts and deferred financing costs on convertible debt for the year ended December 31, 2018 was $17,304. During February , the Company entered into an amendment to extend two past due convertible promissory notes held by one holder with an outstanding principal balance of $900. The amendment extended the maturity date and provided a conversion standstill for 72 days in exchange for a principal payment of $150. During February 2018, the Company entered into a second amendment to the convertible promissory notes extending the maturity date another 89 days in exchange for imposing a floor price of no less than 50% of the closing trade price of the Company’s common stock and a cash payment right to elect to pay conversion notices in cash, for a 10% cash payment premium. During August 2018, the Company entered into a settlement agreement with a holder of a convertible promissory note in the amount of $556, whereby, the Company agreed to a $44 increase in the principal balance and allowing immediate conversion by the holder in the exchange for waivers of certain events of default and a leak-out provision, limiting the holder’s sale of the Company’s common stock to 10% of the average daily share trading volume. As a result of the modification, the Company recognized a derivative liability of $99 as a result of the conversion allowance and a loss on debt modification of $408. 2017 During the year ended December 31, 2017, the Company entered into 29 convertible notes payable, borrowing an aggregate of $5,153, net of original issuance discounts of $543 and deferred financing costs of $115. Additionally, as inducement, the Company granted a total of 250,771 warrants to purchase common stock with an aggregate issuance value of $11,642 and issued a total of 27,970 shares of the Company’s common stock valued at $418. During the year ended December 31, 2017, the Company repaid $1,426 of the convertible notes in cash and issued a total of 250,771 shares of the Company’s common stock for the conversion of $643 in convertible debt principal and $11 in accrued interest. As of December 31, 2017, the Company had 14 outstanding convertible notes payable totaling $3,205, net of unamortized original issuance discounts and deferred financing costs of $814. The outstanding convertible notes of the Company are unsecured, bear interest between 4% and 12% per annum or require a one-time payment of 4% of principal in the form of shares of the Company’s common stock. The convertible notes have original maturity terms between three months and three years and are convertible at variable rates between 50% and 80% of the quoted market price of the Company’s common stock. All notes that contained convertible terms during the year ended December 31, 2017 were evaluated for derivative accounting (see Note 16). Aggregate amortization of the debt discounts and deferred financing costs on convertible debt for the year ended December 31, 2017 was $564. During February 2017, the Company entered into an amendment to a convertible promissory note whereby, in exchange for the issuance of 2,000 shares of the Company’s common stock valued at $35, the holder agreed to waive certain events of default under the note. The value of the issued common stock was accounted for as additional debt discount on the convertible promissory note. During May 2017, the Company entered into a second amendment to the above mentioned convertible promissory note, whereby, in exchange for the payment of $50 in cash, a $50 principal addition and the issuance of 2,000 shares of the Company’s common stock valued at $42, the holder agreed to waive certain events of default under the note. The amendment was accounted for as a debt modification, resulting in the recognition of a $137 increase in note principal value, $11 increase in debt discount and the recognition of $199 loss on extinguishment of debt. Outstanding convertible notes payable consist of the following at December 31, 2018 and 2017: December 31, Name 2018 2017 Note 1 $ 365 $ — Note 2 800 — Note 3 310 — Note 4 211 — Note 5 165 — Note 6 263 — Note 7 525 — Note 8 315 — Note 9 211 — Note 10 660 — Note 11 525 — Note 12 525 — Note 13 158 — Note 14 130 — Note 15 211 — Note 16 100 — Note 17 1,070 — Note 18 1,070 — Note 19 281 — Note 20 168 — Note 21 168 — Note 22 281 — Note 23 168 — Note 24 321 — Note 25 41 — Note 26 — 448 Note 27 — 316 Note 28 — 95 Note 29 — 805 Note 30 — 585 Note 31 — 113 Note 32 — 144 Note 33 — 144 Note 34 — 83 Note 35 — 56 Note 36 — 125 Note 37 — 128 Note 38 — 110 Note 39 — 53 Total 9,042 3,205 Less: Unamortized discount (4,544 ) (814 ) Net $ 4,498 $ 2,391 |
Notes and Capital Leases Payabl
Notes and Capital Leases Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes and Capital Leases Payable | NOTE 13: NOTES AND CAPITAL LEASES PAYABLE Outstanding promissory notes, obligations under capital leases and other notes payable consist of the following: December 31, 2018 2017 Notes payable bearing interest at stated rates between 4% and 12% per annum. Terms range from 3 to 36 months $ 3,019 $ 3,404 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. 320 695 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 1,189 1,425 Total Notes Payables 4,528 5,524 Less: Original issue discount and deferred financing costs — (25 ) Notes payable, net of original issue discount and deferred financing costs 4,528 5,499 Less: Current portion (3,260 ) (3,669 ) Total Notes non-current portion $ 1,268 $ 1,830 The required principal payments for all borrowings for each of the five years following the balance sheet date are as follows: 2019 3,260 2020 776 2021 352 2022 133 2023 7 Thereafter — Total $ 4,528 |
Senior Debt
Senior Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Senior Debt | NOTE 14. SENIOR DEBT On October 28, 2015, the Company entered into an $8,000 senior credit facility (“Facility”). The Facility had a two-year term, and interest payments in the amount of 12%, paid quarterly in arrears. Additionally, there is a PIK provision providing a 4% per annum increase in the principal balance monthly. The Facility is secured by all assets of the Company. As a condition of the Facility, the Company issued 163,441 shares of its Series D Preferred Stock and 391,903 shares of its Series F Preferred Stock to the lender. A market valuation was performed on this transaction by a qualified third-party valuation firm, an original issue discount of $437 was recorded and is being amortized on a straight-line method, approximating the interest rate method, over twenty-four months to Interest Expense on the Consolidated Statement of Operations. During the years ended December 31, 2018 and 2017, $0 and $182, respectively, was included in amortization of debt discount, and none remained unamortized. On April 5, 2016, the Company entered into an amendment agreement (“Amendment No.1”) to the Facility, amending select provisions of the original credit agreement, including equity raises and changes to certain financial and operational covenants. On September 30, 2016, the Company entered into a second amendment agreement (“Amendment No. 2”) to consolidate a series of short-term bridge loans which were granted to the Company from time to time during the second and third quarters of 2016 into a $5,000 loan, with a maturity date of April 30, 2017 bearing interest at 12% and a PIK provision of 4%. Amendment No. 2 also amended certain covenants. In conjunction with Amendment No. 2, the Company issued warrants to purchase 93,750 shares of the Company’s common stock at any time for five years at an initial exercise price of $20 per share. The $322 value of the warrants was recorded as debt discount and is being amortized on a straight-line basis over the remaining life of the Facility. During November 2016, the Company borrowed a total of $1,000 under the terms of the Facility and issued warrants to purchase 100,000 shares of the Company’s common stock at any time for five years at an initial exercise price of $10 per share. The $430 value of the warrants was recorded as debt discount and is being amortized on a straight-line basis over the remaining life of the Facility. During December 2016, the Company borrowed a total of $1,500 under the terms of the Facility and issued warrants to purchase 150,000 shares of the Company’s common stock at any time for five years at an initial exercise price of $10 per share. The $519 value of the warrants was recorded as debt discount and is being amortized on a straight-line basis over the remaining life of the Facility. During March 2017, the Company borrowed an additional $1,500 under the terms of the Facility, originally due April 30, 2017, but subsequently extended to March 31, 2019. On April 20, 2017, as part of the Benchmark acquisition, the Facility was amended (“Amendment No. 3”) to provide for an additional $11,480, extend the maturity date of the Facility to March 31, 2019 and add certain covenants regarding debt coverage, EBITDA and revenue. Approximately $10,100 was applied to the cash purchase price and extended the maturity date of the Facility to March 31, 2019. The Company issued 256,801 shares of Common Stock to the senior lender with a fair value of $5,649 as a term of Amendment No. 3. The value of the shares was recorded as a debt discount. During April 2017, the Company incurred a $480 extension fee to extend the Facility to March 31, 2019. This amount was added to the principal amount of the Facility and incurs interest under the terms of the Facility. The Company’s senior lender became a greater than 5% beneficial owner of the Company’s common stock on May 15, 2017. During October and November 2017, the Company borrowed a total of $1,600 under the terms of the Facility, due March 31, 2019. During December 2017, the Company incurred a $42 penalty related to loan non-compliance, which was added to the principal amount of the Facility and incurs interest under the terms of the Facility, due March 31, 2019. During the year ended December 31, 2017, the Company reclassified 444,275 shares of Common Stock held by its senior lender with a fair value of $438 from temporary equity to permanent equity which is included in the Stockholders’ Equity section of the Consolidated Balance Sheet as of December 31, 2017. The temporary equity was reclassified due to the put provision included in the original Facility being removed upon the execution of Amendment No. 3 resulting from the Benchmark acquisition on April 20, 2017. 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. During September 2018, the Company borrowed a total of $2,188 under the terms of the Facility, due March 31, 2019. The borrowing consisted of $1,949 in accrued interest conversion, an original issuance discount of $219 and fees of $20. During October 2018, the Company borrowed $1,300 under the terms of the Facility, due March 31, 2019. The borrowing consisted of $1,170 in cash and an original issuance discount of $130. During the years ended December 31, 2018 and 2017, the Company recognized $4,540 and $2,678 in original issuance discounts and deferred finance costs on related senior debt issuances, respectively. During the years ended December 31, 2018 and 2017, the Company recognized $8,492 and $548 in amortization expense on the straight-line method over the term of the Facility, respectively, which approximates the effective interest method. The unamortized original issuance discount and deferred finance costs balance was $2,118 and $3,452 as of December 31, 2018 and 2017, respectively. December 31, 2018 2017 Senior note payable $ 36,441 $ 29,475 Less: Original issue discount (1,768 ) (4,715 ) Less: Deferred financing cost (351 ) (1,355 ) Total Senior Debt $ 34,322 $ 23,405 The Senior Notes payments all come due in 2019, the outstanding balance is reflected as current on the consolidated financial statements at December 31, 2018. See Note 26. |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party | NOTE 15. RELATED PARTY Guarantees/Related Party Advances The former CEO, Michael Palleschi, provided cash advances witnessed by interest-bearing notes totaling $0 and $536, for the years ended December 31, 2018 and 2017, respectively. Additionally, the former 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 former CEO is personally liable for the payment of the entire amount of the open credit obligation, which was $0 and $18 as of December 31, 2018 and 2017, respectively. Additionally, the Company entered into several secured equipment financing arrangements with total obligations of approximately $79 and $132 as of December 31, 2018 and 2017, respectively, that required the guaranty of a Company officer, which was provided by Mr. Palleschi. The former CFO, David Lethem, provided an unsecured, interest-bearing note totaling $150 during the year ended December 31, 2017. Additionally, the former CFO personally guaranteed several secured equipment financing arrangements with total obligations of approximately $291 and $371 as of December 31, 2018 and 2017, respectively. The former CFO also 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 former CFO is personally liable for the payment of the entire amount of the open credit obligation, which was $14 as of December 31, 2017. There was no balance outstanding at December 31, 2018. The Company issued two promissory notes to TBK327 Partners, LLC, an entity controlled by a former member of the Company’s Board of Directors, Christopher Ferguson. The first note was issued in or around January 23, 2014 in the principal amount of $177 and the second note was issued in or around May 16, 2014 in the principal amount of $80 (collectively the “TBK Notes”). As of December 31, 2018 and 2017, the Company had an outstanding principal balance of $237 for the TBK Notes. The Company issued two promissory notes SRM Entertainment Group, LLC, an entity controlled by a former member of our Board of Directors, Christopher Ferguson. The first note was issued in or around May 5, 2017 in the principal amount of $50 (the “May SRM Note”) and the second note was issued in or around July 11, 2017 in the principal amount of $137 (the “July SRM Note”). As of December 31, 2018, the May SRM Note had been repaid in full and the July SRM Note had an outstanding principal balance of $137. Related Party Commissions The Predecessor used the services of HKSE Inc. (“HKSE”) as a consulting firm. HKSE is a company wholly owned and operated by a stockholder of Benchmark and current stockholder of the Company. HKSE is paid commissions computed as a percent of the total annual billings of Benchmark to its clients. This agreement was cancelled in April 2017. For the period from January 1, 2017 through April 20, 2017 (Predecessor), HKSE received commissions totaling $285. Mr. Christopher Ferguson, a member of the Board of Directors, was owed Board of Directors’ fees in the amount of $5 for each of the years ended December 31, 2018 and December 31, 2017. As noted above in the discussion of the Internal Investigation, prior management caused the Company to engage in these related party transactions, some of which were implemented to the Company’s detriment and were not disclosed properly or were not disclosed at all. Common Stock During the year ended December 31, 2018 and 2017, the Company issued a total of 33,000 and 800 shares of common stock to members of the Company’s Board of Directors having a fair value of $533 and $8, respectively, to satisfy accrued directors’ fees. Benchmark Acquisition On April 20, 2017, the Company issued 1,069,538 shares of the Company’s common stock to the former owners for the acquisition of Benchmark. The shares were valued at $21,658 and were part of the purchase price consideration. See Note 5. 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 to significant shareholders stockholders of the Company, which matured on April 20, 2019. Interest is computed at the rate of 5% percent per annum on the outstanding principal. Interest expense was $695 and $442 for the year ended December 31, 2018 and 2017, respectively. These notes shall be convertible into conversion shares, at the holder’s option, upon an event of default at a conversion price per share of $11.88. 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 to 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. Interest expense was $929 and $633 for the year ended December 31, 2018 and 2017, respectively. 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 to significant shareholders of the Company, which matured on October 20, 2018. Interest is computed at the rate of 3% per annum on the outstanding principal. Interest expense was $138 and $153 for the year ended December 31, 2018 and 2017, respectively. The following is a summary of the balance of related party notes as of December 31, 2018 and 2017: December 31 2018 2017 Former CEO and board member cash advance $ 380 $ 1,093 Former CFO cash advance — 80 Series A notes 13,603 12,942 Series B notes 31,564 30,633 Series C notes — 7,403 Total notes payable, related party 45,547 52,151 Less: discount on notes payable, related party (2,618 ) (5,045 ) Notes payable, net of discount 42,929 47,106 Less: current portion (13,776 ) (8,576 ) Total non-current notes, related party $ 29,153 $ 38,530 During October 2018, the Company paid the remaining principal and accumulated in-kind interest balance totaling $4,891 on its Series C Notes in the aggregate principal amount of $7,500 to the former owners of Benchmark. The required principal payments for all borrowings for each of the five years following the balance sheet date are as follows: 2019 $ 13,603 2020 31,564 2021 — 2022 — 2023 — Thereafter — Total $ 45,547 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 16. FAIR VALUE MEASUREMENTS In accordance with ASC No. 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion feature associated with convertible debt on a recurring basis to determine the fair value of the liability. ASC No. 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below: Level 1 – Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date Level 2 – Quoted prices in markets that are not active or inputs which are either directly or indirectly observable Level 3 – Unobservable inputs for the instrument requiring the development of assumptions by the Company The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2018 and 2017: December 31, 2018 Fair value at December 31, 2018 Quoted prices in active markets Significant other observable inputs (Level 2) Significant unobservable inputs Warrant derivative liability $ 3,558 $ — $ — $ 3,558 Debt derivative liability 8,038 — — 8,038 Total fair value $ 11,596 $ — $ — $ 11,596 December 31, 2017 Fair value at December 31, 2017 Quoted prices in active markets Significant other observable inputs (Level 2) Significant unobservable inputs Warrant derivative liability $ 16,492 $ — $ — $ 16,492 Debt derivative liability 48,195 — — 48,195 Total fair value $ 64,687 $ — $ — $ 64,687 There were no transfers between Level 1, 2 or 3 during the years ended December 31, 2018 and 2017. The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2018 and 2017. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs. Warrant Liability Debt Derivative Liability Total Balance – December 31, 2016 $ 1,437 $ — $ 1,437 Additional warrant liability 14,698 — 14,698 Additional derivative liability from issuance of convertible notes — 15,817 15,817 Extinguishment of derivative liabilities related to debt conversion and repayment — (2,634 ) (2,634 ) Change in fair value 357 35,012 35,369 Balance – December 31, 2017 16,492 48,195 64,687 Additional derivative liability from issuance of convertible notes — 17,882 17,882 Extinguishment of warrant liabilities related to warrants exercise (1,256 ) — (1,256 ) Extinguishment of derivative liabilities related to debt conversion and repayment — (40,862 ) (40,862 ) Change in fair value (11,678 ) (17,177 ) (28,855 ) Balance – December 31, 2018 3,558 8,038 11,596 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of December 31, 2018 and 2017 is as follows: As of December 31, 2018 As of December 31, 2017 Embedded Embedded Warrant Liability Conversion Feature Warrant Liability Conversion Feature Strike price $ 7.80 $ 2.61 $ 5.93 $ 3.47 Contractual term (years) 2.7 0.6 3.2 0.8 Volatility (annual) 91.2 % 91.2 % 135.5 % 135.5 % Risk-free rate 2.24 % 2.36 % 1.98 % 1.55 % Dividend yield (per share) 0 % 0 % 0 % 0 % |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Benefit Plans | NOTE 17. BENEFIT PLANS Defined Contribution Plan The Company has a defined contribution plan covering all full-time employees qualified under Section 401(k) of the Internal Revenue Code, in which the Company matches a portion of an employee’s salary deferral. The Company’s contributions to this plan were $78 and $50, for the years ended December 31, 2018 and 2017, respectively. The Predecessor has a defined contribution plan covering all full-time employees qualified under Section 401(k) of the Internal Revenue Code, in which the Predecessor matches a portion of an employee’s salary deferral. The Company’s contributions to this plan were $721 for the year ended December 31, 2017. The Predecessor instituted a cash balance for its employees in 2016, the cash balance plan expense totaled $808 for the year ended December 31, 2017. The Company and the Predecessor combined their defined contributions plans as of November 1, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 18. COMMITMENTS AND CONTINGENCIES Property Lease Obligations Rental expense, resulting from property lease agreements, for the year ended December 31, 2018 and 2017, was approximately $1,373 and $1,167, respectively. The remaining aggregate commitment for lease payments under the operating lease for the facilities as of December 31, 2018 are as follows: 2019 402 2020 280 2021 269 2022 239 2023 — Thereafter — Total Lease Obligations $ 1,190 Legal Matters 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. On May 10, 2018, Vista Capital Investments, LLC (“Vista”) filed suit against the Company for breach of contract and breach of the implied covenant of good faith and fair dealing arising out of a securities purchase agreement (the “SPA”) and a convertible note in the principal amount of $275 in the Superior Court of California for the county of San Diego. Vista alleges damages in excess of $9,000 stemming from the Company’s purported dilutive issuances of Company common stock. Vista was the holder of a convertible note for which there was no prior Board authorization See Note 2.)The Company and Vista are continuing to discuss terms of settlement. On April 11, 2019, the Company received a demand for arbitration, which was filed with the American Arbitration Association (AAA), Case No. 01-19-0001-0962,on behalf of Michael Palleschi, the Company’s former CEO, alleging a breach of his employment agreement and seeking $11,300 in damages. The Company has asserted counterclaims and affirmative defenses to Mr. Palleschi’s claims and intends to vigorously defend this matter. Discovery is pending. On June 26, 2019, Efraim Barenbaum filed a shareholder derivative suit in the United States District Court for the Southern District of New York against certain of the Company’s former directors and executive officers, alleging claims for breaches of fiduciary duties, unjust enrichment, waste, and violations of Section 14 of the Securities Exchange Act of 1934. The Company was named as a nominal defendant only. The Company filed a motion to dismiss the complaint on September 23, 2019. In response to the motion, the plaintiff filed an amended complaint on November 1, 2019, but the causes of action remained equally deficient. Having found the claims in the amended complaint also to be baseless, the Company filed a motion to dismiss that pleading as well on January 27, 2020. On August 17, 2019, Auctus Fund, LLC (“Auctus”) filed suit against the Company alleging, among other things, breach of contract and violations of state and federal securities laws, arising out of a securities purchase agreement and a convertible note in the principal amount of $525. Auctus is the holder of a convertible note for which there was no prior Board authorization. See Note 26. The Company denies any alleged wrongdoing and intends to vigorously defend against these claims. The matter is pending in the United States District Court for the District of Massachusetts. On November 5, 2019, St. George Investments LLC (“St. George”) filed suit against the Company in the Third Judicial District Court for Salt Lake County in the state of Utah to compel arbitration, alleging, among other things, breach of contract arising out of a securities purchase agreement and convertible note in the principal amount of $2,315. St. George is the holder of a convertible note for which there was no prior Board authorization. See Note 26.. The Company is vigorously defending its interests in this matter. On November 26, 2019, David Lethem, the Company’s former CFO, filed a complaint against the Company in the 20 th On January 3, 2020, CBRE, Inc. (“CBRE”) filed suit against the Company’s subsidiary, CrossLayer, Inc., for breach of contract arising out of a program participation agreement in the Superior Court of the state of Delaware. CBRE is alleging damages of $1,333. The Company considers CBRE’s claims to be without merit and has engaged counsel who is vigorously disputing this matter. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 19. INCOME TAXES The Company is required to file a consolidated U.S. federal income tax return and various state tax returns. The components of income tax expense (benefit) are as follows: December 31 2018 2017 Current: Federal $ — $ — State and local 82 — 82 — Deferred: Federal 731 356 State and local 273 204 1,004 560 Change in valuation allowance — — Income tax provision (benefit) $ 1,086 $ 560 The Company recorded a deferred tax liability of $1,641 and $560 as of December 31, 2018 and 2017, respectively, related to the acquisition of Benchmark Builders, Inc. This deferred tax liability was recorded to account for the book vs. tax basis difference related to the goodwill intangible asset, which was recorded in connection with the acquisition. This deferred tax liability was excluded from sources of future taxable income, as the timing of its reversal cannot be predicted due to the indefinite life of the goodwill. As such, this deferred tax liability cannot be used to offset the valuation allowance. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, “Income Taxes,” the Company recorded a valuation allowance to fully offset the gross deferred tax asset, because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets at December 31, 2018 and 2017. 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 and 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 our 2017 U.S. income tax return in 2018 the Company may identify additional remeasurement adjustments to our recorded deferred tax liabilities. We will continue to assess our 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. At December 31, 2018 and 2017, the Company had net deferred tax assets of $39,500 and $22,125, respectively, against which a valuation allowance of $41,100 and $21,700, respectively, had been recorded. The determination of this valuation allowance did not take into account the Company’s deferred tax liability for goodwill assigned an indefinite life for book purposes, also known as a “naked credit” in the amount of $1,640 and $560 at December 31, 2018 and 2017, respectively. The change in the valuation allowance for the year ended December 31, 2018 was an increase of $19,400. The increase in the valuation allowance for the year ended December 31, 2018 was mainly attributable to increases in net operating losses and accrued liabilities. The increase in the valuation allowance for the year ended December 31, 2017 was mainly attributable to increases in net operating losses and accrued liabilities, partially offset by a decrease in the gross deferred tax assets caused by the decrease in the corporate tax rate. Significant components of the Company’s deferred tax assets at December 31, 2017 and 2016 are as follows: December 31 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 39,996 $ 18,587 Interest expense limitation 1,983 — Accrued liabilities 1,442 1,139 Intangible assets 1,201 1,119 Stock-based compensation 1,395 1,061 Reserves 95 219 Gross deferred tax assets 46,112 22,125 Valuation allowance (41,121 ) (21,682 ) Gross deferred tax assets after valuation allowance 4,991 443 Deferred tax liability – unrealized gains (4,557 ) — Deferred tax liability – goodwill (1,641 ) (560 ) Deferred tax liability – property and equipment (434 ) (443 ) Net deferred tax liability $ (1,641 ) $ (560 ) A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2018 and 2017 is as follows: December 31 2018 2017 U.S federal statutory rate 21.0 % 34.0 % State income taxes, net of federal benefit 6.5 % 1.7 % Nondeductible – meals & entertainment (0.1 )% (0.1 )% Warrant derivative gains or losses 4.2 % (0.1 )% Impact of tax law change — % (15.5 )% Change in valuation allowance (32.9 )% (20.9 )% Other (0.6 ) 0.2 % Effective tax rate (1.9 )% (0.7 )% The Company had approximately $166,300 and $83,700 of available gross net operating loss (“NOL”) carryforwards (federal and state) as of December 31, 2018 and 2017, respectively, which begin to expire in 2032. However, the Company has not yet filed its tax returns for its fiscal years ended September 30, 2013, September 30, 2014, September 30, 2015, September 30, 2016, December 31, 2016, December 31, 2017 or December 31, 2018. Therefore, the Company’s NOLs will not be available to offset future taxable income, if any, until the returns are filed. Sections 382 and 383 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the NOL carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stockholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the amount of the NOL carryforwards that the Company may utilize in any one year may be limited. Beacon had generated approximately $25,000 of NOLs prior to the Beacon Merger, which the Company’s preliminary analysis indicates would be subject to significant limitations pursuant to Internal Revenue Code Section 382, such that no deferred tax asset has been reflected herein related to the Beacon NOLs. The Company has not yet assessed whether an ownership change under Section 382 occurred during the years ended December 31, 2018 and 2017. If an ownership change occurred, there is a potential that a portion of the Company’s NOLs could be limited. However, since there is a full valuation allowance offsetting the deferred tax asset related to the NOL, a limitation should not have a material impact on the Company’s financial statements. The Company will continue to monitor its ownership changes for purposes of Section 382. During the period of September 30, 2014 through December 31, 2017, the Company operated primarily in Florida, Indiana, Nevada, North Carolina, Colorado, Texas, Iowa, Washington, Missouri, Georgia, and New York. If the Company is required to pay income taxes or penalties in the future, penalties will be recorded in general and administrative expenses and interest will be separately stated as interest expense. The Company has not yet filed its tax returns for its fiscal years ended September 30, 2012, September 30, 2013, September 30, 2014, September 30, 2015, September 30, 2016, December 31, 2016, December 31, 2017 or December 31, 2018, but has engaged an accounting firm to begin to compile the past due returns. The Company’s tax returns for the periods from October 1, 2012 through December 31, 2018 remain subject to examination and may be subject to penalties for late filing. The Company does not have any uncertain tax positions for which it is reasonably possible that the total amount of gross unrecognized tax benefits will increase or decrease within 12 months as of December 31, 2018. The unrecognized tax benefits may increase or change during the next year for items that arise in the ordinary course of business. Income Taxes (Predecessor) The Predecessor was taxed as a Sub Chapter S-Corporation in 2016 and the period from January 1, 2017 through April 20, 2017 which is a non-taxing entity for Federal income tax purposes. With the exception of the New York State minimum tax, the shareholders of Benchmark include their respective share of the income or loss in their personal income tax returns accordingly. New York City does not acknowledge S-Corp status and assesses taxes at the corporate level. Local income taxes incurred amounted to $240 for the period from January 1, 2017 through April 20, 2017. Benchmark is current with respect to its Federal, State and City income tax filing requirements. Management is not aware of any issues or circumstances that would unfavorably impact its tax status. Management has determined that Benchmark had no uncertain tax positions that would require financial statement recognition. The Company is a non-taxing entity for both Federal and State income tax purposes and its temporary differences between financial statement carrying amount and income tax bases are not material. Therefore, no deferred tax was calculated. The Company’s effective local tax rate was 7.5% and 48.6% for the year ended December 31, 2016 and the period from January 1, 2017 through April 20, 2017, respectively. The effective rate is less than the statutory rate for the year ended December 31, 2016 due to an immaterial under accrual of local taxes and more than the statutory rate for the period from January 1, 2017 through April 20, 2017 due to an immaterial over accrual of local taxes which the effective rate is also impacted due to the short tax period. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 20. STOCKHOLDERS’ EQUITY Authorized Capital The Company is currently authorized to issue up to 100,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of convertible preferred stock, par value $0.01 per share, of which the following series have been designated: 4,500 shares of Series A, 1,000 shares of Series A-1, 4,000 shares of Series B, 400 shares of Series C-1, 2,000 shares of Series C-2, 110 shares of Series C-3, and 2,000,000 shares of Series D, 1,980,000 of Series F and 1,780 shares of Series G. Common Stock The Company is presently authorized to issue up to 100,000,000 shares of common stock, $0.001 par value per share, of which 12,286,847 and 5,798,281 shares of common stock were issued and outstanding as of December 31, 2018 and 2017, respectively. The holders of the Company’s common stock are entitled to receive dividends equally when, as and if declared by the Board of Directors, out of funds legally available. The holders of the Company’s common stock have sole voting rights, one vote for each share held of record, and are entitled upon liquidation of the Company to share ratably in the net assets of the Company available for distribution after payment of all obligations of the Company and after provision has been made with respect to each class of stock, if any, having preference over the common stock, currently including the Company’s preferred stock. The shares of common stock are not redeemable and have no preemptive or similar rights. Equity Transactions (in whole dollars) Settlement of Legal Matters During the year ended December 31, 2018, the Company issued 58,083 shares of its common stock with a fair value of $553 for settlement of legal matters. During the year ended December 31, 2017, the Company issued 836 shares of its common stock with a fair value of $8 for settlement of legal matters. Investors During the year ended December 31, 2018, the Company issued 902,784 shares of its common stock to individual investors, which resulted in net proceeds to the Company of $6,232. During the year ended December 31, 2017, the Company issued 211,511 shares of its common stock to individual investors, which resulted in net proceeds to the Company of $577. Consultants During the year ended December 31, 2018, the Company issued 810,106 shares of its common stock with a fair value of $8,686 pursuant to consulting agreements. During the year ended December 31, 2017, the Company issued 93,959 shares of its common stock with a fair value of $1,321 pursuant to consulting agreements. Share-Based Compensation During the year ended December 31, 2018, the Company issued 1,328,663 shares of its common stock with a fair value of $16,606 to employees. Board of Directors During the year ended December 31, 2018, the Company issued 33,000 shares of its common stock with a fair value of $533 to board of directors. During the year ended December 31, 2017, the Company issued 800 shares of its common stock with a fair value of $9 to board of directors. Senior Lender During the year ended December 31, 2018, the Company issued 854,599 shares of its common stock with a fair value of $1,097 to its Senior Lender. During the year ended December 31, 2017, the Company issued 256,801 shares of its common stock with a fair value of $5,650 to its Senior Lender. Settlement of Debt and Related Costs During the year ended December 31, 2018, the Company issued 40,000 shares of its common stock with a fair value of $919 to settle debt having an approximate value. During the year ended December 31, 2017, the Company issued 170,765 shares of its common stock with a fair value of $1,587 to settle debt having an approximate value. Convertible Notes – Conversions, Inducements and Related Costs During the year ended December 31, 2018, the Company issued 1,901,520 shares of its common stock with a fair value of $16,338 to its convertible note holders upon conversion of outstanding convertible notes to common shares. During the year ended December 31, 2018, the Company issued 199,376 shares of its common stock with a fair value of $2,156 to its convertible note holders as an inducement upon the funding of the respective convertible note During the year ended December 31, 2018, the Company issued 11,519 shares of its common stock with a fair value of $185 to its convertible note holders as certain financing, settlement and prepayment costs. During the year ended December 31, 2017, the Company issued 200,470 shares of its common stock with a fair value of $1,925 to its convertible note holders upon conversion of outstanding convertible notes to common shares. During the year ended December 31, 2017, the Company issued 27,970 shares of its common stock with a fair value of $347 to its convertible note holders as an inducement upon the funding of the respective convertible note During the year ended December 31, 2017, the Company issued 6,800 shares of its common stock with a fair value of $114 to its convertible note holders as certain financing, settlement and prepayment costs. Exercise of Warrant Shares During the year ended December 31, 2018, the Company issued 429,027 shares of its common stock with a fair value of $1,818 for the exercise of warrant shares. During the year ended December 31, 2017, the Company issued 6,346 shares of its common stock with a fair value of $94 for the exercise of warrant shares. Shares Returned During the year ended December 31, 2018, 80,114 shares of its common stock was returned to the Company with a fair value of $75. Benchmark Acquisition During the year ended December 31, 2017, the Company issued 1,069,538 shares of its common stock with a fair value of $21,658 to the former owners for the acquisition of Benchmark. See additional details in Note 5 Acquisitions. Employees During the year ended December 31, 2017, the Company issued 164,610 shares of its common stock with a fair value of $3,780 to employees. Investor Relations Firm During the year ended December 31, 2017, the Company issued 12,346 shares of its common stock with a fair value of $211 to an investor relations firm for services rendered. Preferred Stock The Company is authorized to issue a total of 5,000,000 shares of convertible preferred stock with such designations, rights, preferences and/or limitations as may be determined by the Board, and as expressed in a resolution thereof. The following table presents the convertible preferred stock activity for the years ended December 31, 2018 and 2017. Series A Series A-1 Series G Total Preferred Stock Shares Amount Shares Amount Shares Amount Shares Amount 12/31/2016 Balance 500 $ — 295 $ — — $ — 795 $ — 2017 Grant — — — — 1,780 — 1,780 — 12/31/2017 Balance 500 $ — 295 $ — 1,780 $ — 2,575 $ — Exchange to common shares — — — — (1,780 ) $ — (1,780 ) — 12/31/2018 Balance 500 $ — 295 $ — — $ — 795 $ — Dividend charges recorded during the years ended December 31, 2018 and 2017 are as follows: December 31, 2018 2017 Series A $ 50 $ 50 A-1 30 30 Total $ 80 $ 80 Accrued dividends payable in accrued expenses at December 31, 2018 and 2017 are as follows: December 31, 2018 2017 Series A $ 410 $ 360 A-1 280 250 Total $ 690 $ 610 Series A and Series A-1 Convertible Preferred Stock The Company has designated 4,500 shares of Series A Convertible Preferred Stock (“Series A”) and 1,000 shares of Series A-1 Convertible Preferred Stock (“Series A-1”), of which 500 and 295 shares, respectively, are currently issued and outstanding. Holders of the Series A and Series A-1 are entitled to receive contractual cumulative dividends in preference to any dividend on the common stock at the rate of 10% per annum on the initial investment amount commencing on the date of issue. Such dividends are payable on January 1, April 1, July 1 and October 1 of each year, upon the declaration of payment by the Board of Directors. The Series A and Series A-1 shares also contain a right of redemption in the event of liquidation or a change in control. The redemption feature provides for payment of a liquidation fee of 110% of the face value of the Series A shares and 125% of the face value of the series A-1 shares plus any accrued unpaid dividends in the event of bankruptcy, change of control, or any actions to take the Company private. Series B Convertible Preferred Stock The Company previously designated 4,000 shares of Series B Convertible Preferred Stock (“Series B”), of which no shares are currently issued and outstanding. Series C-1, Series C-2 and Series C-3 Convertible Preferred Stock The Company previously designated 400, 2,000 and 110 shares of Series C-1 Convertible Preferred Stock (“Series C-1”), Series C-2 Convertible Preferred Stock (“Series C-2”) and SeriesC-3 Convertible Preferred Stock (“Series C-3), respectively. There are no shares of Series C-1, Series C-2 or Series C-3 currently issued or outstanding. Series D Convertible Preferred Stock The Company previously designated 2,000,000 shares of Series D Convertible Preferred Stock (“Series D”), of which no shares are currently issued and outstanding as of December 31, 2018 and 2017. Series F Convertible Preferred Stock The Company previously designated 1,980,000 shares of Series F Convertible Preferred Stock (“Series F”), of which none were issued and outstanding as of December 31, 2018 and 2019, respectively. Series G Convertible Preferred Stock The Board of Directors of the Company authorized the designation of a new series of preferred stock, the Series G Convertible Preferred Stock, out of its available “blank check preferred stock” and authorized the issuance of up to 1,780 shares of the Series G Convertible Preferred Stock. A Certificate of Designation was filed with the Secretary of State of the State of Nevada on December 4, 2017. The Series G Convertible Preferred Stock had various rights, privileges and preferences, including conversion into 100 shares of Common Stock (subject to adjustments) upon the filing of an amendment to the Company’s Articles of Incorporation incorporating a reverse stock split and the rights are junior and subordinate to any shares of Preferred Stock issued prior to this issuance. On December 4, 2017, an Agreement to Exchange Common Stock for Series G Convertible Preferred Stock (“Exchange Agreement”) was entered in between the Company and an affiliate. The Company and the affiliate agreed to the exchange of 178,000 shares of the Company’s common stock for 1,780 shares of the Company’s Series G Convertible Preferred Stock, par value $0.01 per share (“Series G Preferred Stock”). The affiliate transferred and assigned 178,000 shares of the Company’s common stock and the Company issued the affiliate 1,780 shares of the Company Series G Preferred Stock. On September 13, 2018, the affiliate converted 1,780 shares of the Series G Preferred Stock into 178,000 shares of the Company’s common stock. As of December 31, 2018, no shares of the Series G Preferred Stock were outstanding. Preferred Stock Transactions During each of the years ended December 31, 2018 and 2017, the Company accrued an additional $80 of preferred stock dividends, respectively. |
Stock-Based Awards
Stock-Based Awards | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Awards | NOTE 21. STOCK-BASED AWARDS Stock Options Stock options are granted at exercise prices equal to the fair value of the Company’s common stock at the date of grant. The options typically vest over a three-year period and each option, if not exercised or terminated, expires on the seventh anniversary of the grant date. The Company estimates the grant date fair value of the stock options it grants using a Black-Scholes valuation model. The Company’s assumption for expected volatility is based on its historical volatility data related to market trading of its own common stock. The Company bases its assumptions for expected life of the new stock option grants on the life of the option granted, and if relevant, its analysis of the historical exercise patterns of its stock options. The dividend yield assumption is based on dividends expected to be paid over the expected life of the stock option. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the same period as the expected option term of each stock option. The fair value of the options granted during the years ended December 31, 2018 and 2017 was determined using the following assumptions: For the year ended December 31, 2018 2017 Stock option assumptions: Risk-free interest rate 2.41 % 1.5%-1.98 % Expected life (years) 10 5 Expected volatility 328 % 330%-379 % Expected dividends 0 % 0 % The following tables provide information about outstanding options for the years ended December 31, 2018 and 2017: Stock Options Shares Weighted Weighted Average Intrinsic Value (In thousands) Outstanding as of December 31, 2016 — — — — Granted 94,666 $ 16.55 — — Options exercised — — — — Forfeited — — — — Outstanding as of December 31, 2017 94,666 16.55 9.57 64 Granted 250,000 15.84 — — Options exercised — — — — Forfeited (2,573 ) 8.75 — — Outstanding as of December 31, 2018 342,093 15.79 9.17 — Exercisable options as of December 31, 2018 111,404 $ 16.05 9.07 — Stock compensation expense related to the options totaled approximately $1,808 and $563 for the years ended December 31, 2018 and 2017, respectively. At December 31, 2018 and 2017, the Company had unrecognized compensation expense related to stock options, of $2,692 and $556, respectively. This expense will be recognized over a weighted-average number of years of 1.6, 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 $2.34 and $9.92 on the last trading day of 2018 and 2017, respectively, 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 during 2018 and 2017. The amount of aggregate intrinsic value will change based on the price of the Company’s Common Stock. The weighted average grant date fair value per share of Company’s stock options granted during the years ended December 31, 2018 and 2017 was $15.84 and $12.50, respectively. The total fair value of options vested during the years ended December 31, 2018 and 2017 was $1,276 and -0- , respectively. As of December 31, 2018, there were 2,657,907 common shares available for issuance under the 2017 Plan. Warrants The Company accounts for common stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants are accounted for as derivative liabilities if the warrants allow for cash settlement or provide for modification of the warrant exercise price in the event subsequent sales of common stock by the Company are at a lower price per share than the then-current warrant exercise price. The Company classifies derivative warrant liabilities on the balance sheet at fair value and changes in the fair value during the periods presented in the statement of operations, which is revalued at each balance sheet date subsequent to the initial issuance of the stock warrant. All warrants outstanding as of December 31, 2018 were exercisable. The following table shows exercise prices and expiration dates for warrants outstanding as of December 31, 2018: Issued to Amount Issue Date Expiration Date Exercise Price Investment Bank 97 10/31/2014 10/31/2021 $ 5.00 Equity Investors 60 9/1/2016 9/1/2021 $ 10.00 Equity Investors 6 3/29/2017 3/29/2022 $ 10.00 Equity Investors 99 9/8/2016 9/8/2021 $ 20.00 Equity Investors 97 9/29/2016 9/29/2021 $ 20.00 Equity Investor 94 9/30/2016 9/30/2021 $ 20.00 Equity Investors 104 10/12/2016 10/12/2021 $ 20.00 Term Note Lender (1) 100 11/11/2016 11/11/2021 $ 10.00 Term Note Lender (1) 150 12/23/2016 12/23/2021 $ 10.00 Convertible Note Holder (1) 5 1/17/2017 1/17/2020 $ 62.50 Convertible Note Holder (1) 5 1/18/2017 1/18/2020 $ 62.50 Convertible Note Holder (1) 4 2/17/2017 2/17/2020 $ 62.50 Convertible Note Holder (5) 4 2/17/2017 2/17/2020 $ 62.50 Convertible Note Holder (1) 5 2/23/2017 2/23/2020 $ 62.50 Term Note Lender (1) 150 3/28/2017 3/28/2022 $ 10.00 Convertible Note Holder (1) 5 5/19/2017 5/19/2020 $ 62.50 Convertible Note Holder (1) 4 5/17/2017 5/17/2020 $ 62.50 Convertible Note Holder (1) 4 5/17/2017 5/17/2020 $ 62.50 Convertible Note Holder (1) 90 6/1/2017 6/1/2022 $ 25.00 Convertible Note Holder (1) 160 6/2/2017 6/30/2020 $ 62.50 Convertible Note Holder (1) 483 6/8/2017 6/30/2020 $ 62.50 Convertible Note Holder (1) 2 6/21/2017 6/21/2020 $ 62.50 Convertible Note Holder (1) 3 6/21/2017 6/21/2020 $ 62.50 Convertible Note Holder (1) 3 6/21/2017 6/21/2020 $ 62.50 Convertible Note Holder (1) 11 8/2/2017 8/2/2020 $ 62.50 Convertible Note Holder (1) 11 8/2/2017 8/2/2020 $ 62.50 Convertible Note Holder (1) 2 8/14/2017 8/14/2020 $ 62.50 Convertible Note Holder (1) 2 8/14/2017 8/14/2020 $ 62.50 Equity Investor 14 8/27/2017 8/27/2020 $ 16.50 Term Note Lender (1) 20 11/8/2017 11/8/2022 $ 10.00 Term Note Lender (1) 140 11/8/2017 11/8/2022 $ 10.00 Equity Investors 41 4/1/2018 4/1/2023 $ 15.00 Equity Investors 41 4/1/2018 4/1/2023 $ 15.00 Equity Investors 90 10/25/2018 10/25/2019 $ 6.00 Term Note Lender (1) 108 10/30/2018 10/30/2023 $ 6.00 2,214 (1) Warrant was determined to be a derivative subject to fair value accounting and is recorded as a warrant liability. A summary of the warrant activity the years ended December 31, 2018 and 2017 is as follows: Weighted Weighted Average Average Number of Exercise Remaining Warrants Price Life in Years Outstanding, December 31, 2016 1,020 $ 18.04 4.45 Issued 1,348 27.84 — Exercised (125 ) 62.50 — Outstanding, December 31, 2017 2,243 29.52 3.32 Issued 416 4.68 Exercised (445 ) 13.95 Outstanding, December 31, 2018 2,214 $ 28.93 2.59 The Company has assessed its outstanding equity-linked financial statements issued with the term loans, see Note 14 and the convertible notes, see Note 12 and has concluded that the warrants are subject to derivative accounting as a result of certain anti-dilution provisions contained in the warrant agreements. The value of these warrants at issuance are classified as a fee and are being amortized over the life of the respective loan or convertible note. The fair value of these warrants is classified as a liability in the financial statements, with the change in fair value during the future periods being recorded in the statement of operations. See Note 16 . |
Customer Concentration
Customer Concentration | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Customer Concentration | NOTE 22. CUSTOMER CONCENTRATION Accounts receivable and revenue from the Company’s major customers as of December 31, 2018 and 2017 are as follows: (in thousands) Revenues % of Total Revenue 2018 2017 2018 2017 Customer A $ 47,664 $ — 12 % — % Customer B $ — $ 49,307 — % 21 % Customer C $ 31,512 $ 29,972 8 % 14 % (in thousands) Revenues (Predecessor) % of Total Revenue For the period Ended April 21, 2017 For the period Customer D $ 7,382 21 % Customer E $ 6,752 19 % Customer F $ 4,048 12 % (in thousands) Accounts Receivable % of Accounts Receivable 2018 2017 2018 2017 Customer B $ — $ 18,477 — % 30 % Customer G $ 7,724 $ — 10 % — % Customer C $ — $ 7,513 — % 12 % Customer D $ 8,334 $ — 11 % — % 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 | 12 Months Ended |
Dec. 31, 2018 | |
Contractors [Abstract] | |
Costs and Estimated Earnings on Uncompleted Contracts | NOTE 23. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS Costs and estimated earnings in excess of billings on uncompleted contracts are as follows: December 31, 2018 2017 Costs incurred on uncompleted contracts 283,833 $ 101,785 Estimated earnings 16,568 5,916 300,401 107,701 Billings to date (329,117 ) (139,946 ) (28,716 ) $ (32,245 ) Included in the accompanying balance sheets: Costs and estimated earnings in excess of billings 5,974 5,286 Billings in excess of costs and estimated earnings (34,690 ) (37,531 ) Total (28,716 ) $ (32,245 ) |
Backlog (Unaudited)
Backlog (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Backlog | |
Backlog (Unaudited) | NOTE 24. BACKLOG (UNAUDITED) The following is a reconciliation of backlog representing signed contracts in progress at December 31, 2018: Balance – December 31, 2017 $ 244,645 New contracts and adjustments 257,529 502,174 Less contract revenues earned for the year ended December 31, 2018 (369,651 ) Balance – December 31, 2018 $ 132,523 |
Unaudited Quarterly Data
Unaudited Quarterly Data | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Data | NOTE 25. UNAUDITED QUARTERLY DATA Three months ended ($ in thousands, except per share data) March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 90,453 $ 83,525 $ 88,837 $ 121,940 Gross profit $ 12,230 $ 13,076 $ 18,696 $ 8,885 Operating loss $ (149 ) $ (2,358 ) $ (12,264 ) $ (23,522 ) Net (loss) income $ (1,087 ) $ 7,501 $ (12,987 ) $ (40,019 ) Cumulative preferred dividends $ (20 ) $ (20 ) $ (20 ) $ (20 ) Net (loss) income applicable to common shares $ (1,107 ) $ 7,481 $ (13,007 ) $ (40,039 ) Net (loss) income per common share – basic $ (0.19 ) $ 1.13 $ (1.68 ) $ (3.79 ) Net (loss) income per common share – diluted $ (0.19 ) $ 0.50 $ (1.68 ) $ (3.79 ) Weighted average number of common shares outstanding – basic 5,851,288 6,601,685 7,745,537 10,577,376 Weighted average number of common shares outstanding – diluted 5,851,288 14,996,607 7,745,537 10,577,376 Three months ended ($ in thousands, except per share data) March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 5,443 $ 42,581 $ 96,827 $ 70,658 Gross profit (loss) $ 2,750 $ 9,255 $ 23,776 $ (5,424 ) Operating (loss) income $ (2,658 ) $ 220 $ 14,161 $ (22,185 ) Net loss $ (12,351 ) $ (34,524 ) $ (1,748 ) $ (43,460 ) Cumulative preferred dividends $ (20 ) $ (20 ) $ (20 ) $ (20 ) Net loss applicable to common shares $ (12,371 ) $ (34,544 ) $ (1,768 ) $ (43,480 ) Net loss per common share – basic and diluted $ (3.73 ) $ (7.22 ) $ (0.33 ) $ (7.83 ) Weighted average number of common shares outstanding – basic and diluted 3,312,373 4,787,556 5,367,966 5,552,429 Explanatory Note: The Company is providing restated quarterly and year-to-date unaudited consolidated financial information for interim periods occurring within years ended December 31, 2018 and 2017 in order to comply with SEC requirements. See Note 2 for further background concerning the events preceding the restatement of financial information in this Form 10-K. As discussed in Note 2, the Audit Committee and the Company identified certain errors that are corrected through adjustments made as part of the restatement. These adjustments include corrections related to the investigation of convertible notes that was conducted, as well as (i) corrections related to the Company’s convertible notes and (ii) corrections resulting from management’s review of significant accounts and transactions. The effect of the restatement on the previously filed consolidated balance sheet for the period ended March 31, 2018 is as follows: As of March 31, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 9,638 $ 24 $ 9,662 Accounts receivable, net 78,251 (17,166 ) 61,085 Costs and estimated earnings in excess of billings on uncompleted contracts 4,552 (1,107 ) 3,445 Other current assets 9,782 (273 ) 9,509 Total current assets 102,223 (18,522 ) 83,701 Property and equipment, net 8,121 (1,466 ) 6,655 Intangible assets, net 25,443 — 25,443 Goodwill 35,672 9,335 45,007 Total assets 171,459 (10,653 ) 160,806 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable 46,095 (366 ) 45,729 Billings in excess of costs and estimated earnings on uncompleted contracts 18,516 8,588 27,104 Due to related party 28 — 28 Accrued expenses and other current liabilities 7,259 282 7,541 Senior notes payable, current portion net of original discount and deferred financing costs — 25,807 25,807 Convertible notes payable, net of original issue discount and deferred financing cost — 3,548 3,548 Merchant credit agreements, net of original issue discount and deferred financing cost — 2,369 2,369 Notes payable, current portion, net of original issue discount and deferred financing costs 10,182 (6,910 ) 3,272 Notes payable, related parties, current portion 7,603 — 7,603 Debt derivative liability — 22,077 22,077 Warrant liability — 29,897 29,897 Total current liabilities 89,683 85,292 174,975 Notes payable, non-current portion 1,934 (125 ) 1,809 Notes payable, related parties, non-current net of debt discount 39,523 — 39,523 Senior note payable, non-current portion, net of original issue discount and deferred financing costs 26,408 (26,408 ) — Deferred tax liability 1,122 (39 ) 1,083 Total liabilities 158,670 58,720 217,390 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at March 31, 2018 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at March 31, 2018 — — — Series G convertible preferred stock, $0.001 stated value, 1,780 shares designated and 1,780 shares issued and outstanding at March 31, 2018 — — — Common stock, $0.001 par value, 100,000,000 shares authorized 6,136,059 shares issued and outstanding at March 31, 2018, respectively 6 — 6 Additional paid-in capital 57,792 8,436 66,228 Shares to be issued 6,681 (375 ) 6,306 Subscriptions receivable (3,222 ) 3,222 — Accumulated deficit (48,468 ) (80,656 ) (129,124 ) Total stockholders’ deficit 12,789 (69,373 ) (56,584 ) Total liabilities and stockholders’ deficit 171,459 (10,653 ) 160,806 The effect of the restatement on the previously filed consolidated statement of operations for the three months ended March 31, 2018 is as follows: Three Months ended March 31, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 85,145 $ 5,308 $ 90,453 Cost of revenues 73,654 4,569 78,223 Gross profit 11,491 739 12,230 Operating expenses Compensation expense 5,638 224 5,862 Selling, general and administrative expenses 4,639 907 5,546 Amortization expense 938 — 938 Loss on sale of asset 33 — 33 Transaction expenses 93 (93 ) — Total operating expenses 11,341 1,038 12,379 Operating income (loss) 150 (299 ) (149 ) Other (expenses) income Interest expense (913 ) (122 ) (1,035 ) Amortization of deferred financing costs and debt discount (5,912 ) (2,215 ) (8,127 ) Gain on debt derivative liability — 11,759 11,759 Loss on warrant liability — (13,821 ) (13,821 ) Other (expense) income, net (597 ) (190 ) (787 ) Extinguishment loss (322 ) 14,823 14,501 Loss on issuance of notes — (2,860 ) (2,860 ) Financing costs (2,002 ) 2,002 — Total other expenses, net (9,746 ) 9,376 (370 ) Loss before provision for income taxes (9,596 ) 9,077 (519 ) Provision for income taxes 568 — 568 Net loss (10,164 ) 9,077 (1,087 ) Preferred stock dividends (20 ) — (20 ) Net loss attributable to common shareholders $ (10,184 ) $ 9,077 $ (1,107 ) Loss per common share: Basic and diluted $ (2.09 ) $ 1.55 $ (0.19 ) Weighted average number of common shares outstanding Basic and diluted 4,876,131 5,851,288 5,851,288 The effect of the restatement on the previously filed consolidated balance sheet for the period ended June 30, 2018 is as follows: As of June 30, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 12,884 $ 2 $ 12,886 Accounts receivable, net 72,693 (12,779 ) 59,914 Costs and estimated earnings in excess of billings on uncompleted contract 2,206 1,023 3,229 Other current assets 8,814 (1,796 ) 7,018 Total current assets 96,597 (13,550 ) 83,047 Property and equipment, net 9,165 (2,367 ) 6,798 Intangible assets, net 23,190 — 23,190 Goodwill 35,672 9,335 45,007 Total assets 164,624 (6,582 ) 158,042 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable 40,175 (477 ) 39,698 Billings in excess of costs and estimated earnings on uncompleted contracts 21,754 10,498 32,252 Due to related parties 89 — 89 Accrued expenses and other current liabilities 7,141 1,651 8,792 Convertible notes payable, net of original issue discount and deferred financing cost — 4,591 4,591 Merchant credit agreements, net of original issue discount and deferred financing cost — 2,668 2,668 Senior notes payable, current portion, net of original issue discount and deferred financing costs 28,661 (451 ) 28,210 Notes payable and capital leases, current portion, net of original issue discount and deferred financing costs 14,343 (11,466 ) 2,877 Notes payable, related party 19,173 (850 ) 18,323 Debt derivative liability — 8,416 8,416 Warrant liability — 26,793 26,793 Total current liabilities 131,336 41,373 172,709 Notes payable, non-current portion 1,617 — 1,617 Notes payable, non-current portion, related parties net of debt discount 27,775 — 27,775 Deferred tax liability 1,007 — 1,007 Total liabilities 161,735 41,373 203,108 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at June 30, 2018 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at June 30, 2018 — — — Series G convertible preferred stock, $0.001 stated value, 1,780 shares designated and 1,780 shares issued and outstanding at June 30, 2018 — — — Common stock, $0.001 par value, 100,000,000 shares authorized and 7,225,158 shares issued and outstanding at June 30, 2018 7 — 7 Additional paid-in capital 67,677 8,876 76,553 Subscriptions receivable (2,769 ) 2,769 — Accumulated deficit (62,026 ) (59,600 ) (121,626 ) Total stockholders’ (deficit) equity 2,889 (47,955 ) (45,066 ) Total liabilities and stockholders’ (deficit) equity $ 164,624 $ (6,582 ) $ 158,042 The effect of the restatement on the previously filed consolidated statement of operations for the three months ended June 30, 2018 is as follows: Three Months ended June 30, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 86,367 $ (2,842 ) $ 83,525 Cost of revenues 72,415 (1,966 ) 70,449 Gross profit 13,952 (876 ) 13,076 Operating expenses Compensation expense 6,856 757 7,613 Selling, general and administrative expenses 5,855 1,075 6,930 Amortization of intangible assets 938 — 938 Loss on sale of asset (47 ) — (47 ) Transaction expenses 33 (33 ) — Total operating expenses 13,635 1,799 15,434 Operating income (loss) 317 (2,675 ) (2,358 ) Other (expenses) income Interest expense (2,889 ) (71 ) (2,960 ) Amortization of deferred financing costs and debt discount (3,458 ) (3,685 ) (7,143 ) Gain on debt derivative liability — 6,313 6,313 Gain on warrant liability — 2,748 2,748 Other income, net (1,421 ) 2,191 770 Loss on issuance of notes — (1,591 ) (1,591 ) Gain on extinguishment of debt — 11,607 11,607 Financing costs (6,214 ) 6,214 — Total other (expenses) income, net (13,982 ) 23,726 9,744 (Loss) income before provision for income taxes (13,665 ) 21,051 7,386 (Benefit) for income taxes (107 ) (8 ) (115 ) Net (loss) income (13,558 ) 21,059 7,501 Preferred stock dividends (20 ) — (20 ) Net (loss) income attributable to common shareholders $ (13,578 ) $ 21,059 $ 7,481 (Loss) income per common share: Basic $ (2.26 ) $ 3.19 $ 1.13 Diluted $ (2.26 ) $ 1.40 $ 0.50 Weighted average number of common shares outstanding Basic 5,997,856 6,601,685 6,601,685 Diluted 5,997,856 14,996,607 14,996,607 The effect of the restatement on the previously filed consolidated statement of operations for the six months ended June 30, 2018 is as follows: Six Months ended June 30, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 171,511 $ 2,467 $ 173,978 Cost of revenues 146,069 2,603 148,672 Gross profit 25,442 (136 ) 25,306 Operating expenses Compensation expense 12,494 981 13,475 Selling, general and administrative expenses 10,494 1,982 12,476 Amortization of intangible assets 1,876 — 1,876 Loss on sale of asset (13 ) (1 ) (14 ) Transaction expenses 125 (125 ) — Total operating expenses 24,976 2,837 27,813 Operating loss 466 (2,973 ) (2,507 ) Other (expenses) income Interest expense (3,802 ) (193 ) (3,995 ) Amortization of deferred financing costs and debt discount (9,370 ) (5,900 ) (15,270 ) Gain on conversion derivative liability — 18,072 18,072 Loss on warrant derivative liability — (11,073 ) (11,073 ) Other expense, net (1,744 ) 1,727 (17 ) Loss on issuance of debt — (4,451 ) (4,451 ) Extinguishment gain — 26,108 26,108 Financing costs (8,812 ) 8,812 — Total other expenses, net (23,728 ) 33,102 9,374 Loss before provision for income taxes (23,262 ) 30,129 6,867 Provision for income taxes 460 (7 ) 453 Net loss (23,722 ) 30,136 6,414 Preferred stock dividends (40 ) — (40 ) Net loss attributable to common shareholders $ (23,762 ) $ 30,136 $ 6,374 Loss per common share: Basic $ (4.53 ) $ 4.84 $ 1.02 Diluted $ (4.53 ) $ 2.06 $ 0.44 Weighted average number of common shares outstanding Basic 5,249,808 6,228,559 6,228,559 Diluted 5,249,808 14,632,985 14,632,985 The effect of the restatement on the previously filed consolidated balance sheet for the period ended September 30, 2018 is as follows: As of September 30, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 5,722 $ 2 $ 5,724 Accounts receivable, net 75,812 (10,179 ) 65,633 Costs and estimated earnings in excess of billings on uncompleted contract 4,362 (1,434 ) 2,928 Other current assets 6,416 (173 ) 6,243 Total current assets 92,312 (11,784 ) 80,528 Property and equipment, net 9,956 (3,353 ) 6,603 Intangible assets, net 20,937 — 20,937 Goodwill 35,672 9,335 45,007 Total assets 158,877 (5,802 ) 153,075 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable 29,307 (389 ) 28,918 Billings in excess of costs and estimated earnings on uncompleted contracts 27,984 7,881 35,865 Due to related parties 56 — 56 Accrued expenses and other current liabilities 9,160 778 9,938 Senior notes payable, current, net of original issue discount and deferred financing costs 31,122 (264 ) 30,858 Convertible notes payable, net of original issue discount and deferred financing cost — 8,186 8,186 Merchant credit agreements, net of original issue discount and deferred financing cost — 4,821 4,821 Notes payable and capital leases, current portion, net of original issue discount and deferred financing costs 17,474 (14,347 ) 3,127 Notes payable, current portion, related parties 18,334 — 18,334 Debt derivative liability — 11,885 11,885 Warrant liability — 11,522 11,522 Total current liabilities 133,437 30,073 163,510 Notes payable, non-current portion 1,414 — 1,414 Notes payable, non-current portion, related parties net of debt discount 28,463 — 28,463 Deferred tax liability 1,128 513 1,641 Total liabilities 164,442 30,586 195,028 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at September 30, 2018 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at September 30, 2018 — — — Common stock, $0.001 par value, 100,000,000 shares authorized and 8,605,021 shares issued and outstanding at September 30, 2018 8 — 8 Additional paid-in capital 71,421 21,231 92,652 Shares to be issued — — — Subscriptions receivable (2,941 ) 2,941 — Accumulated deficit (74,053 ) (60,560 ) (134,613 ) Total stockholders’ (deficit) equity (5,565 ) (36,388 ) (41,953 ) Total liabilities and stockholders’ (deficit) equity $ 158,877 $ (5,802 ) $ 153,075 The effect of the restatement on the previously filed consolidated statement of operations for the three months ended September 30, 2018 is as follows: Three Months ended September 30, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 92,224 $ (3,387 ) $ 88,837 Cost of revenues 76,311 (6,170 ) 70,141 Gross profit 15,913 2,783 18,696 Operating expenses Compensation expense 9,283 11,038 20,321 Selling, general and administrative expenses 9,045 656 9,701 Amortization of intangible assets 938 — 938 Transaction expenses — — — Total operating expenses 19,266 11,694 30,960 Operating loss (3,353 ) (8,911 ) (12,264 ) Other (expenses) income Interest expense (2,140 ) (74 ) (2,214 ) Amortization of deferred financing costs and debt discount (4,318 ) (4,059 ) (8,377 ) (Loss) on debt derivative liability — (2,627 ) (2,627 ) Gain on warrant liability — 14,787 14,787 Other (expense) income, net (572 ) 602 30 Loss on issuance of notes — (203 ) (203 ) Extinguishment loss — (1,485 ) (1,485 ) Financing costs (1,374 ) 1,374 — Total other (expenses) income, net (8,404 ) 8,315 (89 ) Loss before provision for income taxes (11,757 ) (596 ) (12,353 ) Provision for income taxes 268 366 634 Net loss (12,025 ) (962 ) (12,987 ) Preferred stock dividends (20 ) — (20 ) Net loss attributable to common shareholders $ (12,045 ) $ (962 ) $ (13,007 ) Income per common share: Basic and diluted $ (1.89 ) $ (0.12 ) $ (1.68 ) Weighted average number of common shares outstanding Basic and diluted 6,372,775 7,745,537 7,745,537 The effect of the restatement on the previously filed consolidated statement of operations for the nine months ended September 30, 2018 is as follows: Nine Months ended September 30, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 263,735 $ (920 ) $ 262,815 Cost of revenues 222,380 (3,567 ) 218,813 Gross profit 41,355 2,647 44,002 Operating expenses Compensation expense -selling general and administrative 21,777 12,019 33,796 Selling, general and administrative expenses 19,653 2,524 22,177 Amortization of intangible assets 2,813 1 2,814 Loss on sale of asset — (14 ) (14 ) Transaction expenses — — — Total operating expenses 44,243 14,530 58,773 Operating loss (2,888 ) (11,883 ) (14,771 ) Other expenses Interest expense (5,942 ) (267 ) (6,209 ) Amortization of deferred financing costs and debt discount (13,688 ) (9,959 ) (23,647 ) Gain on debt derivative liability — 15,445 15,445 Gain on warrant liability — 3,714 3,714 Other (expense) income, net (2,316 ) 2,329 13 Loss on issuance of notes — (4,654 ) (4,654 ) Extinguishment gain — 24,623 24,623 Financing costs (10,187 ) 10,187 — Total other expenses, net (32,133 ) 41,418 9,285 Loss before provision for income taxes (35,021 ) 29,535 (5,486 ) Provision for income taxes 728 359 1,087 Net loss (35,749 ) 29,176 (6,573 ) Preferred stock dividends (60 ) — (60 ) Net loss attributable to common shareholders $ (35,809 ) $ 29,176 $ (6,633 ) Loss per common share: Basic and diluted $ (6.36 ) $ 4.33 $ (0.98 ) Weighted average number of common shares outstanding Basic and diluted 5,630,556 6,739,775 6,739,775 The effect of the restatement on the previously filed consolidated balance sheet for the period ended March 31, 2017 is as follows: As of March 31, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 2 $ — $ 2 Accounts receivable, net 9,985 (5,446 ) 4,539 Other current assets 3,649 (1,443 ) 2,206 Total current assets 13,636 (6,889 ) 6,747 Property and equipment, net 4,300 (25 ) 4,275 Total assets 17,936 (6,914 ) 11,022 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable 2,332 (148 ) 2,184 Due to related party 190 (35 ) 155 Accrued expenses and other current liabilities 3,508 784 4,292 Convertible notes payable, net of original issue discount and deferred financing cost — 175 175 Merchant credit agreements, net of original issue discount and deferred financing cost — 36 36 Notes payable, current portion, net of original issue discount and deferred financing costs 5,431 3,754 9,185 Notes payable, related parties, current portion 791 35 826 Debt derivative liability — 2,773 2,773 Warrant liability 3,357 5,060 8,417 Total current liabilities 15,609 12,434 28,043 Notes payable, non-current portion 7,300 (5,171 ) 2,129 Senior note payable, non-current portion, net of original issue discount and deferred financing costs 5,082 (1,113 ) 3,969 Total liabilities 27,991 6,150 34,141 Commitments and contingencies Temporary equity: Common stock; $0.001 par value, subject to put provision, 100,000,000 shares authorized and 444,275 shares issued and outstanding at March 31, 2017 437 — 437 Total temporary equity 437 — 437 Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at March 31, 2017 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at March 31, 2017 — — — Common stock, $0.001 par value, 100,000,000 shares authorized 3,536,096 shares issued and outstanding at March 31, 2017 88 (85 ) 3 Additional paid-in capital 17,484 6,648 24,132 Shares to be issued 615 — 615 Subscriptions receivable (5,658 ) 5,658 — Accumulated deficit (23,021 ) (25,285 ) (48,306 ) Total stockholders’ deficit (10,492 ) (13,064 ) (23,556 ) Total liabilities and stockholders’ deficit $ 17,936 $ (6,914 ) $ 11,022 The effect of the restatement on the previously filed consolidated statement of operations for the three months ended March 31, 2017 is as follows: Three Months ended March 31, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 5,086 $ 357 $ 5,443 Cost of revenues 2,678 15 2,693 Gross profit 2,408 342 2,750 Operating expenses Compensation expense 1,187 3,040 4,227 Selling, general and administrative expenses 1,187 (198 ) 989 Loss on sale of asset — (8 ) (8 ) Transaction expenses 11 189 200 Total operating expenses 2,385 3,023 5,408 Operating income (loss) 23 (2,681 ) (2,658 ) Other (expenses) income Interest expense (734 ) (123 ) (857 ) Amortization of deferred financing costs and debt discount (397 ) (857 ) (1,254 ) Gain on debt derivative liability — 97 97 Loss on warrant liability (2,200 ) (2,450 ) (4,650 ) Other (expense) income, net (100 ) 156 56 Loss on issuance of notes — (3,085 ) (3,085 ) Financing costs (563 ) 563 — Total other expenses, net (3,994 ) (5,699 ) (9,693 ) Loss before provision for income taxes (3,971 ) (8,380 ) (12,351 ) Provision for income taxes — — — Net loss (3,971 ) (8,380 ) (12,351 ) Preferred stock dividends (20 ) — (20 ) Net loss attributable to common shareholders $ (3,991 ) $ (8,380 ) $ (12,371 ) Loss per common share: . Basic and diluted $ (1.09 ) $ (2.53 ) $ (3.73 ) Weighted average number of common shares outstanding Basic and diluted 3,677,614 3,312,373 3,312,373 The effect of the restatement on the previously filed consolidated balance sheet for the period ended June 30, 2017 is as follows: As of June 30, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 7,835 $ — $ 7,835 Accounts receivable, net 36,707 (1,705 ) 35,002 Costs and estimated earnings in excess of billings on uncompleted contract 5,966 (1,313 ) 4,653 Other current assets 6,736 (1,224 ) 5,512 Total current assets 57,244 (4,242 ) 53,002 Property and equipment, net 5,556 (106 ) 5,450 Intangible assets, net 29,320 — 29,320 Goodwill 46,922 9,790 56,712 Total assets 139,042 5,442 144,484 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable 22,255 4,005 26,260 Billings in excess of costs and estimated earnings on uncompleted contracts 15,380 7,209 22,589 Due to related parties 154 (43 ) 111 Accrued expenses and other current liabilities 6,609 750 7,359 Convertible notes payable, net of original issue discount and deferred financing cost — 813 813 Merchant credit agreement, net of original issue discount and deferred financing cost — 57 57 Notes payable and capital leases, current portion, net of original issue discount and deferred financing costs 12,012 (7,753 ) 4,259 Notes payable, current portion, related party 791 7,293 8,084 Debt derivative liability — 13,467 13,467 Warrant liability 2,336 24,874 27,210 Total current liabilities 59,537 50,672 110,209 Notes payable, non-current portion 46,981 (44,959 ) 2,022 Notes payable, non-current portion, related party — 42,500 42,500 Senior note payable, non-current portion, net of original issue discount and deferred financing costs 19,951 (238 ) 19,713 Total liabilities 126,469 47,975 174,444 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at June 30, 2017 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at June 30, 2017 — — — Common stock, $0.001 par value, 100,000,000 shares authorized and 5,208,185 shares issued and outstanding at June 30, 2017 130 (115 ) 15 Additional paid-in capital 43,011 7,104 50,115 Shares to be issued 2,201 550 2,751 Subscriptions receivable (4,656 ) 4,656 — Accumulated deficit (28,113 ) (54,728 ) (82,841 ) Total stockholders’ (deficit) equity 12,573 (42,533 ) (29,960 ) Total liabilities and stockholders’ (deficit) equity $ 139,042 $ 5,442 $ 144,484 The effect of the restatement on the previously filed consolidated statement of operations for the three months ended June 30, 2017 is as follows: Three Months ended June 30, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 50,697 $ (8,116 ) $ 42,581 Cost of revenues 42,377 (9,051 ) 33,326 Gross profit 8,320 935 9,255 Operating expenses Compensation expense 4,169 380 4,549 Selling, general and administrative expenses 4,000 14 4,014 Amortization of intangible assets 589 — 589 Loss on sale of asset 429 (801 ) (372 ) Transaction expenses 1,409 (1,154 ) 255 Total operating expenses 10,596 (1,561 ) 9,035 Operating (loss) income (2,276 ) 2,496 220 Other (expenses) income Interest expense (1,793 ) (131 ) (1,924 ) Amortization of deferred financing costs and debt discount (1,934 ) (1,743 ) (3,677 ) Gain on debt derivative liability — 498 498 Gain (loss) on warrant liability 1,021 (8,684 ) (7,663 ) Other income, net 10 (1,390 ) (1,380 ) Loss on issuance of notes — (23,350 ) (23,350 ) Extinguishment gain — 2,873 2,873 Total other expenses, net (2,696 ) (31,927 ) (34,623 ) Loss before provision for income taxes (4,972 ) (29,431 ) (34,403 ) Provision for income taxes 121 — 121 Net loss (5,093 ) (29,431 ) (34,524 ) Preferred stock dividends (20 ) — (20 ) Net loss attributable to common shareholders $ (5,113 ) $ (29,431 ) $ (34,544 ) Loss per common share: . Basic and diluted $ (1.02 ) $ (6.15 ) $ (7.22 ) Weighted average number of common shares outstanding Basic and diluted 4,989,451 4,787,556 4,787,556 The effect of the restatement on the previously filed consolidated statement of operations for the six months ended June 30, 2017 is as follows: Six Months ended June 30, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 55,783 $ (7,759 ) $ 48,024 Cost of revenues 45,055 (9,036 ) 36,019 Gross profit 10,728 1,277 12,005 Operating expenses Compensation expense 5,356 3,420 8,776 Selling, general and administrative expenses 5,188 (185 ) 5,003 Amortization of intangible assets 589 — 589 Loss on sale of asset 472 (852 ) (380 ) Transaction expenses 1,419 (964 ) 455 Total operating expenses 13,024 1,419 14,443 Operating loss (2,296 ) (142 ) (2,438 ) Other (expenses) income Interest expense (2,527 ) (254 ) (2,781 ) Amortization of deferred financing costs and debt discount (2,331 ) (2,600 ) (4,931 ) Gain on conversion derivative liability — 595 595 Loss on warrant derivative liability (1,179 ) (11,134 ) (12,313 ) Other expense, net (46 ) (1,278 ) (1,324 ) Loss on issuance of notes — (23,350 ) (23,350 ) Extinguishment loss — (212 ) (212 ) Financing costs (563 ) 563 — Total other expenses, net (6,646 ) (37,670 ) (44,316 ) Loss before provision for income taxes (8,942 ) (37,812 ) (46,754 ) Provision for income taxes 121 — 121 Net loss (9,063 ) (38,812 ) (46,875 ) Preferred stock dividends (40 ) — (40 ) Net loss attributable to common shareholders $ (9,103 ) $ (38,812 ) $ (46,915 ) Loss per common share: Basic and diluted $ (2.11 ) $ (9.33 ) $ (11.57 ) Weighted average number of common shares outstanding Basic and diluted 4,305,814 4,054,039 4,054,039 The effect of the restatement on the previously filed consolidated balance sheet for the period ended September 30, 2017 is as follows: As of September 30, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 3,154 $ — $ 3,154 Accounts receivable, net 51,791 212 52,003 Costs and estimated earnings in excess of billings on uncompleted contract 6,773 1,035 7,808 Other current assets 7,727 (1,270 ) 6,457 Total current assets 69,445 (23 ) 69,422 Property and equipment, net 7,101 (130 ) 6,971 Intangible assets, net 26,306 — 26,306 Goodwill 46,922 9,790 56,712 Total assets 149,774 9,637 159,411 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable 33,531 6,103 39,634 Billings in excess of costs and estimated earnings on uncompleted contracts 7,378 512 7,890 Due to related parties 343 (254 ) 89 Accrued expenses and other current liabilities 9,931 704 10,635 Convertible notes payable, net of original issue discount and deferred financing cost — 1,818 1,818 Merchant credit agreement, net of original issue discount and deferred financing cost — 482 482 Notes payable and capital leases, current portion, net of original issue discount and deferred financing costs 14,022 (9,713 ) 4,309 Notes payable, current portion, related parties 791 5,087 5,878 Debt derivative liability — 36,482 36,482 Warrant liability 303 14,543 14,846 Total current liabilities 66,299 55,764 122,063 Notes payable, non-current portion 46,899 (45,013 ) 1,886 Notes payable, non-current portion, related party — 42,500 42,500 Senior note payable, non-current portion, net of original issue discount and deferred financing costs 20,022 3,539 23,561 Total liabilities 133,220 56,790 190,010 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at September 30, 2017 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at September 30, 2017 — — — Common stock, $0.001 par value, 100,000,000 shares authorized and 5,435,083 shares issued and outstanding at September 30, 2017 5 — 5 Additional paid-in capital 45,625 8,101 53,726 Shares to be issued 75 175 250 Subscriptions receivable (3,588 ) 3,588 — Accumulated deficit (25,563 ) (59,017 ) (84,580 ) Total stockholders’ (deficit) equity 16,554 (47,153 ) (30,599 ) Total liabilities and stockholders’ (deficit) equity $ 149,774 $ 9,637 $ 159,411 The effect of the restatement on the previously filed consolidated statement of operations for the three months ended September 30, 2017 is as follows: Three Months ended September 30, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 79,083 $ 17,744 $ 96,827 Cost of revenues 63,553 9,498 73,051 Gross profit 15,530 8,246 23,776 Operating expenses Compensation expense 5,312 716 6,028 Selling, general and administrative expenses 4,414 (1,605 ) 2,809 Amortization of intangible assets 768 — 768 Gain on sale of |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 26. SUBSEQUENT EVENTS Internal Investigation In current reports on Form 8-K filed on March 11, 2019 and March 22, 2019, the Company disclosed that it had entered into certain securities purchase agreements (the “Purchase Agreements”) with certain investors (the “Investors”), which the Company sold an aggregate principal amount of $22,700 in convertible notes (the “Notes”) between January 2017 and January 2019. Approximately $9,800 of principal and interest had been converted into 5,186,306 shares of the Company’s Common Stock through March 19, 2019. These issuances were not supported by a listing application with the New York Stock Exchange (“Exchange’), which resulted in the Company receiving a public reprimand letter from the NYSE Regulation Staff of the Exchange on March 25, 2019. On March 22, 2019, the Company announced the initiation of an independent investigation (the “Investigation”) of these issuances and engaged K&L Gates LLP and Credibility International, LLC, an independent forensic accounting firm (together, the “Team”) to conduct the Investigation. Scope of the Investigation The Investigation focused primarily on the following areas: (i) whether prior management, including former Chief Executive Officer, (“former CEO”), Michael Palleschi, and former Chief Financial Officer (“former CFO”), David Lethem, had proper authorization to issue the Notes; (ii) whether the Company properly accounted for and disclosed certain expenses incurred by prior management; (iii) the use of personal credit cards by employees to pay routine Company expenses; (iv) whether the Company properly entered into and disclosed certain related party transactions (v) whether certain transactions were improperly reported to increase revenue; (vi) the payment of certain wage and salary amounts to employees; (vii) the Company’s interactions with its external auditors; and (viii) issues related to Mr. Palleschi’s compensation. In connection with the Investigation, the Team visited the Company’s Naples, Florida office and collected hard copy documents, created images of electronic equipment belonging to various members of the prior management team, copied many folders from the Company’s SharePoint database, conducted multiple interviews with sixteen individuals, and collected and processed over four hundred thousand e-mails and documents. Findings of the Investigation The Team found the following: 1. Issuances of the Notes. In numerous instances, prior FTE management, including Mr. Palleschi and Mr. Lethem, caused the Company to issue the Notes as well as other financings without proper Board authorization. Specifically, the Team found: (i) several issuances for which the supporting resolutions did not comply with Nevada state law and the Company’s bylaws; (ii) several issuances for which there were no Board resolutions; and (iii) several issuances for which the supporting resolutions had been falsified. Moreover, the prior management caused the Company to make incomplete disclosures about the Notes in its required SEC filings for fiscal year 2017 and the first three quarters of fiscal year 2018. Notably, because of the prior management, the Company did not disclose that each of the Notes contained a conversion feature that allowed the holders of the Notes to convert the debt into the Company’s Common Stock. 2. Reimbursement of Expenses and the Use of Personal Credit Cards for Business Expenses. The Investigation revealed that prior management misused Company funds for personal expenses, including charter flights and automobile leases. The Team also found that prior management instructed FTE employees to charge FTE-related business expenses to their personal credit cards from 2018 forward. However, the Team found that the expenses charged pursuant to such instruction were largely business-related. 3. Related Party Transactions. The Team found that prior management caused the Company to engage in numerous related party transactions, some of which were implemented to the Company’s detriment and were not disclosed properly or were not disclosed at all. Such transactions included loans provided to the Company by former officers and directors, as well as instances of deferred salary or deferred bonus pay. The Team identified transactions between the Company and former officers or directors, as well as between the Company and entities controlled by former officers or directors. 4. Revenue Recognition and Interaction with Auditors The Team found that prior management caused the Company to improperly recognize revenue in 2016 and 2017. The revenue was recorded to unbilled Accounts Receivable and later written off in three separate transactions during 2018. The Team also found that members of prior management provided inaccurate and incomplete statements to the Company’s former independent registered public accounting firm, Marcum LLP, (“Marcum”) regarding the basis for recognizing the revenue. 5. Payment of Certain Wages, Salary Amounts and Payroll Expenses The Team found that the Company’s former CEO, Mr. Palleschi, engaged in improper conduct in connection with his compensation including the following: (i) Mr. Palleschi, without proper authorization, caused the Company to amend his employment agreement, significantly increasing his salary and bonus pay; (ii) Mr. Palleschi, without proper authorization, caused the Company to grant him deferred compensation and to issue “demand notes,” which characterized the deferred compensation as debt of the Company owed to Mr. Palleschi, this mischaracterization resulted in the Company making three substantial wire transfers to Mr. Palleschi to pay him the amounts he was owed on the “demand notes; and (iii) Mr. Palleschi, without proper authorization, caused the Company to enter into a release agreement under which the Company agreed to pay amounts purportedly owed to Messrs. Palleschi and Lethem, in exchange for a mutual release. The Team also found that each of the payments noted above were made without the withholding of income taxes. In addition, the Team identified multiple instances where Messrs. Palleschi and Lethem made or attempted unsupported cash payments to themselves and certain family members, through direct wire transfers, PayPal and other means. Furthermore, the Team identified three instances in which the Company paid each of its employees through direct wire transfer rather than through its outside payroll processing firm. In each instance the Company wired the amount due, net of income taxes, but failed to remit payroll taxes. Further to the findings of the Investigation as noted above, the Company also has found that former management created and distributed false and misleading documents to its internal accounting staff resulting in improper accounting for (i) convertible notes by removing certain language regarding conversion features and registration rights, (ii) revenue recognition by falsifying support for unbilled revenue, (iii) compensation and characterization of certain cash disbursements, (iv) related party transactions and (v) equity issuances which were later determined to be improperly authorized, and other issues. The Company also found that former management withheld requested documentation and similarly provided false and misleading documents to its former independent registered public accounting firm. Remediation The Company self-reported the matters raised in the Investigation to both the U.S. Securities and Exchange Commission (“SEC”) and the New York County District Attorney’s Office (“NYCDA”), and kept both agencies, along with the U.S. Attorney’s Office for the Southern District of New York (“SDNY”), updated on its progress throughout the Investigation. The Company continues to cooperate with all three agencies. The Company has also taken numerous remedial actions in response to the findings of the Investigation. Most notably, the Company has made dramatic changes to its management team, completely replacing senior management, including Messrs. Palleschi and Lethem as well as the majority of its former Board of Directors. The Company has also restated its financial statements for fiscal year 2017 and the periods ended March 31, June 30 and September 30, 2018 and 2017, as discussed below. Among other things, the restatement corrects the improperly recognized revenue identified by the Investigation and account for the convertible feature of the Notes. In addition, the Company has taken significant steps to improve its policies and procedures and internal controls relating to, among other things, the following: (i) tracking, approving and disclosing all issuances of equity and debt; (ii) its expense reimbursement policy; and (iii) tracking, approving and disclosing related party transactions. See “Item 9A Controls and Procedures”. Finally, to remedy deficiencies in its equity issuances, the Board of Directors held a total of four special meetings on April 29, May 7, May 8, and May 13, 2019, respectively, at which it reviewed all equity issuances and decided which issuances were (i) valid; (ii) noncompliant but should be ratified; (iii) noncompliant but would not be challenged; and (iv) noncompliant and should be nullified. As a result, certain issuances to convertible noteholders, current and former personnel and related parties were nullified. Additionally, the Company sent a letter to its shareholders, dated May 23, 2019, to notify them of noncompliant issuances that were approved and validated during the Board’s review. Departure of Executive Officers On January 17, 2019, Lynn Martin, the Company’s then-Chief Operating Officer, resigned from the Company, effective January 25, 2019. On January 19, 2019, Michael Palleschi, was granted a temporary leave of absence by the Board. On May 11, 2019, Mr. Palleschi notified the Company of his resignation from the Company’s Board and as the Company’s CEO. On May 13, the Board accepted Mr. Palleschi’s resignation from the Board, without compensation and without a release, and terminated his employment as the Company’s CEO on May 13, 2019. On January 19, 2019, Anthony Sirotka, the Company’s former Chief Administrative Officer, was appointed as the Company’s Interim CEO. On June 27, 2019, Mr. Sirotka was placed on administrative leave. Mr. Sirotka resigned on October 2, 2019. On March 11, 2019, David Lethem, the former CFO, resigned from the Company, effective March 11, 2019. Non-Reliance on Previously Issued Financial Statements The Company announced on April 2, 2019, that the Audit Committee (“Audit Committee”) of FTE, following a communication by Marcum, LLP, the Company’s former registered independent public accounting firm, concluded that previously issued audited financial statements as of and for the year ended December 31, 2017, and interim reviews of the financial statements for the periods ended March 31, June 30, and September 30, 2018 and 2017, should no longer be relied upon. The conclusion to prevent future reliance on the aforementioned financial statements resulted from the determination that such financial statements failed to properly account for certain convertible notes and other potentially dilutive securities. Specifically, the Company identified a potential issue related to the accounting related to certain convertible notes and other potentially dilutive securities the Company issued in 2017, 2018, and during January of 2019. On June 11, 2019, the Audit Committee, following a communication by Marcum, concluded that the Company’s previously issued audited financial statements as of and for the years ended December 31, 2017 and 2016 and completed interim reviews for the periods ended March 31, June 30, and September 30, 2018, 2017 and 2016 should no longer be relied upon. The conclusion on June 11, 2019 to add the aforementioned 2016 financial statements to those statements which should no longer be relied upon resulted from determinations made as part of the Company’s ongoing restatement effort that certain items, including revenues originally recognized in 2016, should no longer be recognized. See Note 2 and Note 25 for the impacts on the financial statements for the years ended December 31, 2017 and 2016 as well as the impacts on the quarterly financial statements for the years ended December 31, 2018 and 2017. Amendment No. 4 to Lateral Credit Agreement On February 12, 2019, the Company and certain of its wholly-owned subsidiaries entered into Amendment No. 4 (the “Fourth Amendment”) to the credit agreement dated October 28, 2015, by and among Jus-Com, Inc., certain other Company subsidiaries, Lateral Juscom Feeder LLC (“Lateral”) and several lenders party thereto (together with Lateral, the “Lenders”) (as amended, the “Credit Agreement”). The Fourth Amendment provided for, among other things, $12,632 in delayed draw loans (the “Delayed Draw Term Loans”). The Delayed Draw Term Loans had a maturity date of March 31, 2019, and an interest rate of 12% and 4% of paid in kind interest, payable quarterly in arrears according to the terms of the Credit Agreement. In addition, the Company and the Lenders agreed to enter into a restructuring services agreement, in form and substance acceptable to the Lenders in their sole discretion, on or prior to February 28, 2019, which date was extended on several occasions by the parties. Lateral is controlled by Richard de Silva, who joined the Company’s Board of Directors on October 18, 2019 The Fourth Amendment also provided for (i) amendments to the employment agreements between Benchmark, our former principal operating subsidiary, and Fred Sacramone and Brian McMahon, the founders of Benchmark who sold Benchmark to the Company in April of 2017 (the “Benchmark Sellers”); (ii) the issuance of a promissory note to Fred Sacramone for cash received in the principal amount of $1,000 (the “Sacramone Bridge Note”), which note originally matured on March 31, 2019, and was subsequently amended and restated on July 2, 2020 to extend the maturity date to September 30, 2020, and for which Mr. Sacramone was issued 356,513 shares of Common Stock; (iii) the appointment of a finance transformation officer (who was acting in the capacity of Chief Financial Officer from January 23, 2019 through July 15, 2019); and (iv) the issuance of an aggregate of 1,698,580 shares of the Company’s Common Stock to the Lenders. Restructuring of Lateral Credit Agreement and Designation of Series H Preferred Stock On July 2, 2019, the Company completed the debt restructuring contemplated under the Fourth Amendment by entering into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) among the Company, Lateral and several Lenders. The Company also amended and restated the Series A convertible notes (as amended, the “Series A Notes”), Series B promissory notes (as amended, the “Series B Notes”) issued to the Benchmark Sellers, and the Sacramone Bridge Note (together with the Series A Notes and the Series B Notes, the “Benchmark Notes”). Amended and Restated Credit Agreement Summary Pursuant to the Amended and Restated Credit Agreement, the Delayed Draw Term Loans, which were continued as super senior term loans with an aggregate outstanding balance of $12,900 (the “Super Senior Term Loans”) were amended to: (i) extend the maturity to September 30, 2020; (ii) amend the interest rate to 12% per annum payable in cash; (iii) add a 4% extension fee to the principal amount (subject to reduction); and (iv) provide for monthly amortization payments based on available cash flow. In addition, the existing term loans under the Credit Agreement, with an aggregate balance of approximately $37,900 (“Lateral’s Existing Term Loans”) were amended to: (i) extend the maturity to April 30, 2021; (ii) amend the interest rate to 12% per annum payable in cash; (iii) add a 4% extension fee to the principal amount thereof (subject to reduction); and (iv) include monthly amortization payments based on available cash flow. As consideration for the Amended and Restated Credit Amendment, the Company issued to the Lenders 1,500,000 shares of the Company’s common stock and warrants (the “Warrants”) exercisable to purchase 3,173,731 shares of the Company’s common stock (collectively, the “Lender Securities”) with an initial exercise price of $3.00 per share. Pursuant to the terms of the Warrants, in the event the Super Senior Term Loans were not paid and satisfied by October 31, 2019, the exercise per share of half of the Warrants would be automatically reset to $0.01 and in the event the Super Senior Term Loans were not paid by December 31, 2019, the exercise per share of the other half of the Warrants would be automatically reset to $0.01. The Company also agreed that on December 31, 2019, the aggregate number of shares of the Company’s common stock issuable upon exercise of the Warrants would be automatically adjusted on December 31, 2019 such that that Lateral and its affiliates would beneficially own, in the aggregate, inclusive of all shares of common stock previously issued, 25% of the outstanding shares of the Company’s common stock on a fully-diluted basis, subject to certain exceptions. As additional consideration for the Amended and Restated Credit Agreement, the Company and Lateral entered into a registration rights agreement (the “Registration Rights Agreement”) whereby the Company agreed to register the common stock issued to Lateral. The Company and Lateral also entered into an investor rights agreement (the “Investor Rights Agreement”) whereby the Company agreed that within sixty days of its execution, the Company would set the number of directors on its Board of Directors at seven and Lateral would be entitled to nominate one of such seven directors. Series A Notes and Series B Notes & Designation of Series H Preferred Stock The Series A Notes and Series B Notes were also amended to extend the maturity date to July 30, 2021 and to amend the interest rate to 8% per annum to be paid in kind until the borrowings under the Amended and Restated Credit Agreement were repaid in full. The Sacramone Bridge Note was amended to extend the maturity date to September 30, 2020, to capitalize the accrued interest as of July 2, 2019 and to provide for monthly cash interest payments. Additionally, all of the foregoing notes were amended to provide for monthly amortization payments based on available cash flow. As consideration for amending and restating the Benchmark Notes, the Company entered into subscription agreements (the “Subscription Agreements”) pursuant to which it issued to the Benchmark Sellers an aggregate of 1,951 shares of the Company’s Series A Preferred Stock and 296 shares of the Company’s Series A-1 Preferred Stock (collectively, the “Series A Preferred”), which the Benchmark Sellers immediately exchanged, pursuant to exchange agreements (the “Exchange Agreements”), for an aggregate of 100 shares of a new series of preferred stock (the “Series H Preferred,” and together with the Series A Preferred, the “Preferred Stock”). The Series H Preferred had no dividend rights, no liquidation preference, was not convertible and had perpetual voting rights equivalent to 51% of the total number of votes that could be cast by all outstanding shares of capital stock of the Company. Foreclosure by Senior Secured Lenders During July 2019, the Company was notified that judgments had been entered against the Company in favor of six holders of the Company’s convertible notes in the state of New York. Certain of these convertible noteholders sought to levy against the bank account of the Company’s former subsidiary, Benchmark, and filed an order directing the Company to turn over all of the Company’s assets. The Company’s failure to satisfy, vacate or stay these judgments constituted an event of default under the Credit Agreement. As a result, on October 10, 2019, the Company consented to a Proposal for Surrender of Collateral and Strict Foreclosure (the “Foreclosure Proposal”), from Lateral, Lateral Builders LLC (“Lateral Builders”) and Benchmark Holdings, LLC (“Benchmark Holdings” and together with Lateral Recovery LLC (“Lateral Recovery”), the (“Foreclosing Lenders”)), pursuant to which the Lenders took possession and ownership of the Subject Collateral (see below) by means of a strict foreclosure by the Foreclosing Lenders (the “Benchmark Foreclosure”). Pursuant to the Foreclosure Proposal, the Company transferred; (i) to Benchmark Holdings all of its (a) equity interests in Benchmark, the Company’s principal operating subsidiary, and (b) cash on hand in excess of levels specified in the Foreclosure Proposal; and (ii) to Lateral Recovery, all of the Credit Parties’ interests in certain commercial tort litigation claims, fraud claims, and insurance claims as specified in the Foreclosure Proposal (collectively, the “Subject Collateral”). Also pursuant to the Foreclosure Proposal, Benchmark transferred $3,000 of cash to the Company. Additionally, Benchmark agreed to make a monthly cash payment to the Company, in the amount of $300 per month (the “Working Capital Cash Payments”), for purposes of funding certain of the Company’s remaining obligations related to accounts payable, indebtedness for borrowed money, convertible note obligations and other matters specified in the Foreclosure Proposal (the “Remainder Obligations”). Working Capital Cash Payments were to continue until the earlier of (i) October 10, 2021, (ii) the repayment in full of the Remainder Obligations or (iii) the occurrence of a Working Capital Termination Event (as defined in the Foreclosure Proposal). The cash infusion and Working Capital Cash Payments provided the opportunity for the Company to receive total cash payments of up to $10,200 over the next 24 months. Benchmark Holdings, as the holder of the following of the Company’s obligations, absolutely and unconditionally released and forever discharged the Company and the other Credit Parties from certain indebtedness previously held by Niagara Nominee L.P. totaling $4,900, the Lateral’s Existing Term Loans totaling $42,300 and the Super Senior Term Loans totaling $13,500 as each such term is defined in the Credit Agreement. Accordingly, Lateral’s Existing Term Loans and the Super Senior Term Loans were deemed fully paid and satisfied. Additionally, pursuant to an Agreement Regarding Debt and Series H Preferred Stock (the “Debt and Series H Agreement”), dated October 10, 2019, entered into between the Company and Fred Sacramone and Brian McMahon, Messrs. Sacramone and McMahon released the Company and its affiliates from (i) all obligations represented by the Sacramone Bridge Note per the Credit Agreement, which had an outstanding amount equal to approximately $1,000 and (ii) indebtedness represented by the Series B Notes in the amount of $19,000. As a result, the total amount remaining outstanding under the Series A Notes and Series B Notes was $28,000 (the “Remaining Indebtedness”) with a due date of December 31, 2019. The total debt relief provided pursuant to the Foreclosure Proposal and the related agreements and arrangements equaled an aggregate of $80,700. In accordance with the Debt and Series H Agreement, the Remaining Indebtedness was to be automatically released and discharged as of December 31, 2019 unless (i) on or before November 10, 2019, the Company entered into a business combination transaction that enabled the Company’s common stock to remain listed on the NYSE American Exchange or any other U.S. national securities exchange and (ii) such business combination transaction was consummated on or before December 31, 2019 (such transaction, a “Qualified Business Combination”). Additionally, the Debt and Series H Agreement also required Messrs. Sacramone and McMahon to sell their shares of Series H Preferred Stock to the Company for a nominal price in the event an agreement for a Qualified Business Combination was entered into on or before November 10, 2019, and such Qualified Business Combination was consummated on or before December 31, 2019. On November 8, 2019, the Company and Messrs. Sacramone and McMahon entered into an amendment to the Debt and Series H Agreement, pursuant to which the parties agreed to extend the date by which an agreement for a Qualified Business Combination must be entered into from November 10, 2019 to December 31, 2019 and to extend the date by which a Qualified Business Combination must close from December 31, 2019 to February 28, 2020. On December 23, 2019, the Company entered into a separate agreement with Messrs. Sacramone and McMahon pursuant to which the Company repurchased all outstanding shares of its Series H Preferred Stock from Messrs. Sacramone and McMahon for a payment of $1.00 per share, as a result of which no shares of Series H Preferred Stock remain outstanding. The Remaining Indebtedness remains an unpaid and outstanding Company liability. As of December 31, 2019, the outstanding balance of the Remaining Indebtedness was $28,000 (subject to the adjustment described below). In order to facilitate the continued inflow of additional cash infusions from Benchmark and other agreements pertaining to the Remaining Indebtedness, the Board also determined that, as result of the completion of the Vision Transaction, Benchmark would no longer be obligated to continue making Working Capital Cash Payments to the Company. On January 10, 2020, Benchmark loaned $300 to the Company with a maturity date of October 1, 2020 and an annual interest rate of 10%. Furthermore, on January 27, 2020, the Company issued two senior promissory notes to Benchmark, one in the principal amount of $4,129 and the other in the principal amount of $600 (collectively, the “Senior Notes”), each such note secured by all of the Company’s non-real estate assets. The $4,129 note, which matures on December 1, 2020 and has an interest rate of 10%, obligates the Company to repay all monies previously paid or transferred to the Company pursuant to the Foreclosure Proposal, including (i) $3,000 in cash; (ii) two Working Capital Cash Payments totaling $600; and (iii) approximately $500 in cash remaining in a Benchmark bank account, was issued in consideration of a $6,000 reduction to the $28,000 Remaining Indebtedness. The $600 note, which matures on December 1, 2020 and has an interest rate of 10%, was issued to evidence the loan received by Benchmark on January 10, 2020 in the principal amount of $300 and an additional $300 loan from Benchmark received on January 27, 2020. As of the date of this filing the Remaining Indebtedness is $22,000. On May 1, 2020, the parties entered into a second amendment to the Debt and Series H Agreement (the “Second Amendment”) pursuant to which Messrs. Sacramone and McMahon agreed to release and forever discharge the Remaining Indebtedness on the date on which the NYSE American Exchange files a Form 25 with the Securities and Exchange Commission (the “SEC”), delisting the Company’s common stock (the “Termination Date”), provided that in no event shall the Termination Date be any sooner than July 1, 2020 or any later than October 1, 2020. Appointment of New Board and Committee Members On April 1, 2019, James E. Shiah was appointed to the Board, effective April 15, 2019. Mr. Shiah joined then-directors Luisa Ingargiola, Christopher Ferguson, Patrick O’Hare, Brad Mitchell, and Fred Sacramone. On May 29, 2019, Ms. Ingargiola and Messrs. Ferguson, O’Hare, and Mitchell resigned from the Board. Jeanne Kingsley and Stephen Berini were appointed to the Board, effective June 10, 2019. Ms. Kingsley and Mr. James Shiah were appointed to the Audit Committee, which committee Mr. Shiah chaired. Mr. Shiah was also appointed to the Company’s Compensation Committee and its Nominating and Corporate Governance Committee. On June 24, 2019, Richard Omanoff was appointed to the Board and to be chair of the Nominating and Corporate Governance Committee. Mr. Omanoff was joined by Irving Rothman, who was appointed to the Board, effective June 25, 2019 and was appointed to the Company’s Audit, Compensation, and Nominating and Corporate Governance Committee. On September 16, 2019, Irving Rothman resigned from the Board, followed by James Shiah, Jeanne Kingsley, and Stephen Berini who all resigned from the Board effective October 9, 2019. On October 18, 2019, concurrent with the resignation of Fred Sacramone and Richard Omanoff, the Board appointed Michael P. Beys, Joseph F. Cunningham, Jr., Richard de Silva and Peter Ghishan as directors. The Board determined that each of Messrs. Beys, Cunningham and Ghishan is “independent” under NYSE American listing standards and other governing laws and applicable regulations, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Accordingly, Messrs. Cunningham and Ghishan were appointed to serve on the Audit Committee. Mr. Cunningham was appointed to serve as the chair of the Audit Committee and the Board determined that he was financially sophisticated as defined in the NYSE American governance standards. Messrs. Beys and Cunningham were appointed to serve on the Compensation Committee and Messrs. Beys and Ghishan were appointed to serve on the Nominating and Corporate Governance Committee. Appointment of Interim CEO On June 13, 2019, the Board of Directors appointed Fred Sacramone as the Company’s Co-Interim Chief Executive Officer. On June 27, 2019, the Board of Directors appointed Mr. Sacramone as the Company’s Interim Chief Executive Officer. Mr. Sacramone resigned on October 21, 2019, concurrent with the appointment of Stephen M. Goodwin. Appointment of Interim CEO On October 21, 2019, the Board of Directors appointed Stephen M. Goodwin as the Company’s Interim Chief Executive Officer. Mr. Goodwin replaced Fred Sacramone, who resigned concurrent with Mr. Goodwin’s appointment. Appointment of Interim CEO On December 11, 2019, the Board of Directors appointed Michael P. Beys as the Company’s Interim Chief Executive Officer. Mr. Beys replaced Stephen M. Goodwin, who resigned concurrent with Mr. Beys’s appointment. The Board of Directors appointed Mr. Goodwin as the Company’s Executive Vice President of Operations. Upon Mr. Beys’ appointment as Interim Chief Executive Officer, the Board of Directors determined that he no longer qualified as “independent” under NYSE American listing standards and applicable regulations, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Accordingly, the Board of Directors replaced Mr. Beys on the Compensation Committee with Mr. Ghishan and replaced Mr. Beys on the Nominating and Corporate Governance Committee with Mr. Cunningham. Suspension of Trading of Common Stock During March 2019, the Company received a series of letters from the NYSE American concerning its failure to comply with various continued listing requirements under the NYSE American Company Guide. On December 17, 2019, the Company received a letter from the staff of NYSE Regulation (the “Staff”), on behalf of the Exchange, stating that it had determined to commence proceedings to delist the Company’s Common Stock from the Exchange because, according to the Exchange, the Company or its management had engaged in operations that, in the opinion of the Exchange, were contrary to the public interest. On December 17, 2019 at market close, the Company’s Common Stock was suspended from trading on the NYSE American Market. The Company appealed this determination to the NYSE Listing Qualifications Panel (the “Panel”) of the Exchange’s Committee for Review, and a hearing regarding the Company’s continued listing was held on February 13, 2020. On March 9, 2020, the NYSE Office of General Counsel notified the Company that the Panel had determined to affirm the Staff’s decision to delist the Company’s shares from NYSE. The Company has since initiated steps to seek review of and/or appeal the Panel’s determination. As of the date of the filing of this report, the Company’s Common Stock was listed on the NYSE American Market under the symbol FTNW but continued to be suspended from trading. In the event the common stock is delisted from the NYSE American Market, the Company intends to pursue other opportunities to have the common stock traded on a stock market, which may include one of the trading platforms operated by OTC Markets Group or the over-the-counter market. Acquisition of Vision Property Assets On December 20, 2019, the Company entered into a purchase agreement (the “Vision Purchase Agreement”) with (i) US Home Rentals LLC, a Delaware limited liability company and direct wholly owned subsidiary of FTE (“A |
Summary of Significant Polici_2
Summary of Significant Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revenue and Cost of Goods Sold Recognition | Revenue and Cost of Goods Sold Recognition On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, Revenues derived from construction services at 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 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, contract 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 year ended December 31, 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. On December 31, 2018 and January 1, 2018, the Company had no material capitalized mobilization costs. Revenue from telecommunication 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. 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. |
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts and Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts | Costs and estimated earnings in excess of billings on uncompleted contracts and Billings in excess of costs and estimated earnings on uncompleted contracts In accordance with normal practice in the construction industry, the Company includes asset and liability accounts relating to construction contracts in current assets and liabilities even when such amounts are realizable or payable over a period in excess of one year. For the year ended December 31, 2018 and 2017, the Company has included retainage payable as part of accounts payable. Retainage payable is anticipated to be paid within the next twelve months. The Company has also included any unbilled retainage receivable as part of accounts receivable and such amounts are also expected to be billed and collected within the next twelve months. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consisting of interest-bearing demand deposits is carried at cost, which approximates fair value. The Company considers cash in banks and holdings of highly liquid investments with original maturities of three months or less when purchased to be cash or cash equivalents. At various times throughout the year, and as of December 31, 2018, some accounts held at financial institutions were in excess of the federally insured limit of $250. The Company reduces its exposure to credit risk by maintaining its cash deposits with major financial institutions and monitoring their credit ratings. The Company has not experienced any losses on these accounts and believes credit risk to be minimal. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses due to the inability of its customers to make the required payments. Management analyzes the collectability of trade accounts and other receivables and the adequacy of the allowance for doubtful accounts on a regular basis taking into consideration the aging of the account balances, historical bad debt experience, customer concentration, customer credit-worthiness, customer financial condition and credit report and the current economic environment. In addition, an allowance is established when it is probable that a specific receivable is not collectible and the loss can be reasonably estimated. Amounts are written off against the allowance when they are considered to be uncollectible. If estimates of collectability of trade accounts and other receivables change or should customers experience unanticipated financial difficulties, additional allowances may be required. Management monitors and evaluates the allowance for doubtful accounts quarterly and is adjusted to maintain the allowance at a level considered adequate to provide for uncollectible amounts. The allowance for doubtful accounts is included in general and administrative expenses in the Consolidated Statements of Operations. |
Deferred Financing Costs and Amortization of Deferred Financing Cost | Deferred Financing Costs and Amortization of Deferred Financing Cost Deferred financing costs relate to the Company’s debt instruments, the short and long-term portions of which are reflected as a deduction from the carrying amount of the related debt instruments, including the Company’s senior debt. Deferred financing costs are amortized using the straight-line method over the term of the related debt instrument which approximates the effective interest method. |
Long-Lived Assets | Long-Lived Assets The Company’s long-lived assets consist primarily of property and equipment and finite-lived intangible assets. Property and equipment are stated at cost or if acquired in a business combination, at the acquisition date fair value. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Property and equipment under capital leases are depreciated over their estimated useful lives. Expenditures for repairs and maintenance are charged to expense as incurred. The carrying amount of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses on disposition of property and equipment included in other income or expense. When the Company identifies assets to be sold, those assets are valued based on their estimated fair value less costs to sell, classified as held-for-sale and depreciation is no longer recorded. Estimated losses on disposals are included within operating expenses. Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis, which are generally based on contractual terms or legal rights. Customer relationships acquired through business combinations are amortized over the estimated remaining useful life of the acquired customer base. This remaining useful life is based on historical customer retention and attrition rates. Contracts in progress acquired through business combinations are amortized over the estimated duration of the underlying projects. Trademarks and tradenames acquired through business combinations are amortized over the estimated useful life that such trademarks and tradenames are expected to be used. Non-compete arrangements entered into in connection with business combinations are amortized over the contractual life of the arrangements. On a periodic basis, the Company evaluates the estimated remaining useful life of acquired intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. The carrying amounts of long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets The Company has goodwill and certain indefinite-lived intangible assets that have been recorded in connection with the acquisition of a business. Goodwill and indefinite-lived assets are not amortized, but instead are tested for impairment at least annually. Goodwill represents the excess of the purchase price of an acquired business over the estimated fair value of the underlying net tangible and intangible assets acquired. The Company tests goodwill resulting from acquisitions for impairment annually on March 1, or whenever events or changes in circumstances indicate an impairment. For purposes of the goodwill impairment test, the Company has determined that it currently operates as a single reporting unit. If it is determined that an impairment has occurred, the Company adjusts the carrying value accordingly, and charges the impairment as an operating expense in the period the determination is made. Although the Company believes goodwill is appropriately stated in the consolidated financial statements, changes in strategy or market conditions could significantly impact these judgments and require an adjustment to the recorded balance. There were no impairments during the periods presented. |
Income Taxes | Income Taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more likely than not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense for all stock-based employee and director compensation awards granted is based on the grant date fair value estimated in accordance with the provisions of ASC Topic 718, Stock Compensation The Company estimates the fair value of stock-based compensation awards on the date of grant using the Black-Scholes-Merton option pricing model. This method considers among other factors, the expected term of the award and the expected volatility of the Company’s stock price. Expected terms are calculated using the Simplifies Method, volatility is determined based on the Company’s historical stock price and the discount rate is based upon treasure tares with instruments of similar expected terms. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Under ASC Topic 820, Fair Value Measurement Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3- Inputs are unobservable and reflect the Company’s assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available. |
Derivatives | Derivatives The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, The Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for The Company’s liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, The Company seeks to validate the model’s output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. |
Warrant Liability | Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the warrants issued by the Company has been estimated using Monte Carlo simulation and or a Black Scholes model. |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Statement of Operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company record a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. |
Sequencing | Sequencing As of October 13, 2016, the Company adopted a sequencing policy whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors and convertible preferred stock. |
Equity Preferred Stock | Equity Preferred Stock The Company applies the classification and measurement principles enumerated in ASC 815 with respect to accounting for its issuance of preferred stock. The Company evaluates convertible preferred stock at each reporting date for appropriate balance sheet classification. |
Advertising | Advertising Advertising costs, if any, are expensed as incurred. For the years ended December 31, 2018 and 2017, the Company spending on advertising was not material. |
Concentration of Labor | Concentration of Labor Approximately 21% and 17% of the Company’s labor force is covered under union agreements in the United States at December 31, 2018 and 2017, respectively. These agreements are renegotiated when their terms expire between 2020 and 2021. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net 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 attributable to common shareholders is computed by dividing net loss by the weighted average number of common shares outstanding during the period adjusted for the dilutive effects of common stock equivalents. 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. For the years ended December 31, 2018 and 2017 no effect for common stock was considered in the calculation of diluted loss per share as their effect was anti-dilutive. The Company had the following common stock equivalents at December 31, 2018 and 2017. 2018 2017 Convertible preferred stock, Series A 2,395,830 1,146,797 Convertible preferred stock, Series A-1 767,040 727,703 Convertible preferred stock, Series G — 178,000 Convertible notes 21,303,158 1,847,057 Common stock warrants 287,484 330,856 Options 19,010 1,318 Total potentially dilutive shares 24,772,522 4,231,731 The above table excludes any common shares related to the convertible debt for the Series A and Series B since such debt is only convertible at the then prevailing market price upon default. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Adopted In January 2017, the FASB issued ASU 2017-04: Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Accounting Pronouncements Issued The Company is evaluating whether the effects of the following recent accounting pronouncements, or any other recently issued but not yet effective accounting standards, will have a material effect on the Company’s consolidated financial position, results of operations or cash flows. In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements Compensation – Stock Compensation – Income Taxes Business Combinations – Income Taxes Fair Value Measurement – Overall In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. In July 2017, the FASB issued ASU 2017-11 – Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 is intended to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the Board determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. ASU 2017-11 is effective for fiscal years, and interim periods within fiscal years beginning after beginning after December 15, 2018. The Company expects that the adoption of this ASU will not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326). In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) The Company plans to elect the transition package of practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The Company’s operating leases primarily comprise of office facilities, with the most significant leases relating to corporate headquarters in Malvern, Pennsylvania and an office in San Francisco, California. The Company is in the process of finalizing changes to its systems and processes in conjunction with its review of lease agreements and will disclose the actual impact of adopting ASU 2016-02 in its interim report on Form 10-Q for the quarter ended March 31, 2019. |
Restatement of Consolidated F_2
Restatement of Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Effect of Restatement on Financial Information | The effect of the restatement on the previously filed consolidated balance sheet as of December 31, 2017 is as follows: As of December 31, 2017 (dollars in thousands, except per share data) As Previously Reported Adjustments As Restated (Unaudited) (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 15,642 $ — $ 15,642 Accounts receivable, net 62,199 (500 ) 61,699 Costs and estimated earnings in excess of billings on uncompleted contract 11,226 (5,940 ) 5,286 Other current assets 7,256 (973 ) 6,283 Total current assets 96,323 (7,413 ) 88,910 Property and equipment, net 7,955 (873 ) 7,082 Intangible assets, net 27,696 — 27,696 Goodwill 35,672 9,335 45,007 Total assets $ 167,646 $ 1,049 $ 168,695 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable $ 35,134 $ 8,760 $ 43,894 Billings in excess of costs and estimated earnings on uncompleted contracts 30,304 7,227 37,531 Accrued expenses and other current liabilities 9,973 215 10,188 Convertible notes payable, net of original issue discount and deferred financing cost — 2,391 2,391 Merchant credit agreements — 4,239 4,239 Notes payable, current portion, net of original issue discount and deferred financing costs 10,488 (6,819 ) 3,669 Notes payable, related parties, current portion 8,526 50 8,576 Debt derivative liabilities — 48,195 48,195 Warrant derivative liabilities — 16,492 16,492 Total current liabilities 94,425 80,750 175,175 Notes payable, non-current portion 1,955 (125 ) 1,830 Notes payable, related parties, non-current, net of debt discount 38,530 — 38,530 Senior note payable, non-current portion, net of original issue discount and deferred financing costs 24,143 (738 ) 23,405 Deferred tax liability 560 — 560 Total liabilities 159,613 79,887 239,500 Commitments and contingencies (Note 18) Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at December 31, 2017 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at December 31, 2017 — — — Series G convertible preferred stock, $0.001 stated value, 1,780 shares designated and 1,780 shares issued and outstanding at December 31, 2017 — — — Common stock, $0.001 par value, 100,000,000 shares authorized and 5,620,281 shares issued and outstanding at December 31, 2017 6 — 6 Additional paid-in capital 49,381 7,598 56,979 Shares to be issued 625 (375 ) 250 Subscriptions receivable (3,675 ) 3,675 — Accumulated deficit (38,304 ) (89,736 ) (128,040 ) Total stockholders’ equity (deficit) 8,033 (78,838 ) (70,805 ) Total liabilities and stockholders’ equity (deficit) $ 167,646 $ 1,049 $ 168,695 The effect of the restatement on the previously filed consolidated statement of operations for the year ended December 31, 2017 is as follows: Year ended December 31, 2017 (dollars in thousands, except per share data) As Previously Reported Adjustments As Restated (Unaudited) (Unaudited) Revenues, net of discounts $ 243,409 $ (27,900 ) $ 215,509 Cost of revenues 206,394 (21,242 ) 185,152 Gross profit 37,015 (6,658 ) 30,357 Operating expenses Compensation expense 19,413 4,560 23,973 Selling, general and administrative expenses 14,934 (1,416 ) 13,518 Amortization of intangible assets 2,597 — 2,597 Loss on sale of asset 31 — 31 Transaction expenses 1,666 (965 ) 701 Total operating expenses 38,641 2,179 40,820 Operating loss (1,626 ) (8,837 ) (10,463 ) Other expenses Interest expense (5,819 ) (490 ) (6,309 ) Amortization of deferred financing costs and debt discount (6,349 ) (8,730 ) (15,079 ) Loss on conversion derivative liability — (35,012 ) (35,012 ) Loss on warrant derivative liability — (357 ) (357 ) Other expense, net (123 ) (584 ) (707 ) Loss on issuance of notes — (24,262 ) (24,262 ) Extinguishment gain — 666 666 Financing costs (5,552 ) 5,552 — Total other expenses, net (17,843 ) (63,217 ) (81,060 ) Loss before provision for income taxes (19,469 ) (72,054 ) (91,523 ) Provision for income taxes 560 — 560 Net loss (20,029 ) (72,054 ) (92,083 ) Preferred stock dividends (80 ) — (80 ) Net loss attributable to common shareholders $ (20,109 ) $ (72,054 ) $ (92,163 ) Loss per common share: Basic and diluted $ (4.23 ) $ (15.15 ) $ (19.38 ) Weighted average number of common shares outstanding Basic and diluted 4,748,563 4,756,049 4,756,049 The effect of the restatement on the previously filed consolidated statement of cash flows for the year ended December 31, 2017 is as follows: Year ended December 31, 2017 (dollars in thousands) As Previously Reported Adjustments As Restated (Unaudited) (Unaudited) Cash flows from operating activities: Net loss $ (20,029 ) $ (72,054 ) $ (92,083 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 870 (110 ) 760 Amortization of intangible assets 8,976 — 8,976 Amortization of debt discount and deferred financing costs 8,010 4,904 12,914 Provision for bad debts 551 — 551 Loss (gain) on sale of asset 31 (62 ) (31 ) Late fee on senior debt 541 — 541 Payment in kind interest-debt on notes payable 934 661 1,595 Payment in kind interest on related party notes payable 1,310 — 1,310 Share-based compensation 1,681 2,662 4,343 Common shares issued for convertible notes modifications, amendments, redemption agreements and settlements — 103 103 Convertible note issued for consulting expenses — 400 400 Loss on issuance of convertible debt — 24,262 24,262 Gain on extinguishment of debt — (666 ) (666 ) Loss on warrant derivative liabilities — 357 357 Loss on convertible derivative liabilities — 35,012 35,012 Debt financing expense 531 (531 ) — Accrued dividends, preferred stock — (80 ) (80 ) Benefit from deferred income taxes (599 ) 1,159 560 Changes in operating assets and liabilities: Accounts receivable (41,106 ) (5,302 ) (46,408 ) Cost and estimated earnings in excess of billings on uncompleted contracts 19,078 1,982 21,060 Other current assets 5,888 (6,356 ) (468 ) Accounts payable and accrued liabilities 17,463 13,598 31,061 Due to related party — (109 ) (109 ) Net cash provided by (used in) operating activities 4,130 (170 ) 3,960 Cash flows from investing activities : Net cash paid for Benchmark Builders, Inc. acquisition (14,834 ) — (14,834 ) Purchase of property and equipment (5,208 ) 1,472 (3,736 ) Net cash (used in) provided by investing activities (20,042 ) 1,472 (18,570 ) Cash flows from financing activities : Proceeds from issuance of convertible notes — 4,095 4,095 Payments on convertible notes — (1,426 ) (1,426 ) Proceeds from issuance of merchant credit agreements — 5,718 5,718 Payments on merchant credit agreements — (2,624 ) (2,624 ) Proceeds from issuance of notes payable, net 12,158 (10,758 ) 1,400 Payments on notes payable (5,342 ) 4,007 (1,335 ) Proceeds from issuance of senior note payable, net 13,210 (515 ) 12,695 Proceeds from issuance of Series C notes 7,500 — 7,500 Payments on notes payable – related parties (112 ) 112 — Proceeds from sale of common stock 3,338 — 3,338 Payment of deferred financing costs (610 ) 89 (521 ) Net cash provided by (used in) financing activities 30,142 (1,302 ) 28,840 Net change in cash 14,230 — 14,230 Cash, beginning of period 1,412 — 1,412 Cash, end of period $ 15,642 $ — $ 15,642 |
Summary of Significant Polici_3
Summary of Significant Policies (Tables) | 12 Months Ended |
Dec. 31, 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 common stock equivalents at December 31, 2018 and 2017. 2018 2017 Convertible preferred stock, Series A 2,395,830 1,146,797 Convertible preferred stock, Series A-1 767,040 727,703 Convertible preferred stock, Series G — 178,000 Convertible notes 21,303,158 1,847,057 Common stock warrants 287,484 330,856 Options 19,010 1,318 Total potentially dilutive shares 24,772,522 4,231,731 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition [Abstract] | |
Schedule of Disaggregation of Revenue | The following table details the revenue from customers disaggregated by source of revenue. December 31, 2018 Major Sources of Revenue Infrastructure $ 383,778 Technology 977 Total $ 384,755 |
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 December 31, 2018 Trade receivables $ 61,699 $ 74,048 Contract assets $ 5,286 $ 5,974 Contract liabilities $ 46,254 $ 45,166 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Summary of Consideration for Acquisition of Benchmark | The following table summarizes the consideration transferred for the acquisition of Benchmark: Cash consideration $ 17,250 Shares of common stock 21,658 Series A notes* 11,263 Series B notes* 24,574 Less: Receivable from Benchmark (500 ) Merger consideration $ 74,245 *: Series A and B notes were recorded at fair value. |
Schedule of Preliminary Purchase Price Allocation | The following table summarizes the acquisition date fair value of the purchase price allocation assigned to each major class of assets acquired and liabilities assumed as of April 20, 2017, the closing date for Benchmark: ASSETS ACQUIRED Cash $ 2,416 Accounts receivable 20,577 Costs and estimated earnings in excess of billings on uncompleted contracts 3,870 Other current assets 4,235 Property and equipment 47 Total identifiable assets acquired 31,145 Fair value of intangible assets acquired: Contracts in progress 10,632 Trademarks and tradenames 2,749 Customer relationships 22,743 Non-compete 548 Total fair value of intangible assets acquired 36,672 Goodwill 45,007 Total Assets Acquired 112,824 LIABILITIES ASSUMED Accounts payable 20,098 Billings in excess of costs and estimated earnings on uncompleted contract 16,303 Accrued expenses and other current liabilities 2,178 Total Liabilities Assumed 38,579 Total consideration transferred $ 74,245 |
Schedule of Business Acquisition Unaudited Pro Forma Information | The unaudited pro forma combined results, which assumes the transaction was completed on January 1 are as follows for the twelve months ended December 31, 2017: Revenue Net Loss Loss per Share Weighted 2017 supplemental pro forma from January 1, 2017 through December 31, 2017 $ 250,700 (103,596 ) (21.77 ) 4,756,049 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | The following table presents accounts receivable, net for the years ended December 31, 2018 and 2017: December 31 2018 2017 Uncompleted contracts $ 44,227 $ 36,464 Completed contracts 13,184 13,865 Unbilled receivable 16,957 12,040 Allowance for doubtful accounts (320 ) (670 ) Accounts receivable, net $ 74,048 $ 61,699 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following: December 31 2018 2017 Notes receivables, promissory note $ 885 $ — Prepaid insurance 625 1,398 Prepaid city and state taxes 1,858 2,318 Prepaid contract costs for work in process — 84 Prepaid operating expenses 626 2,483 Other current assets $ 3,994 $ 6,283 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Property, Plant and Equipment | Property and equipment, net consist of the following: Estimated December 31 Life (in years) 2018 2017 Machinery and equipment 6-8 $ 1,598 $ 1,686 Vehicles and trailers 7-10 2,276 2,276 Network services platform 5 — 3,438 Computer equipment and software 2-5 years 1,281 1,150 Leasehold improvements 2-5 years 647 183 Furniture and fixtures 2-5 years 56 33 5,858 8,766 Less: accumulated depreciation (2,453 ) (1,684 ) Property and equipment, net $ 3,405 $ 7,082 |
Assets Held Under Capital Leases [Member] | |
Schedule of Property, Plant and Equipment | The Company leases various equipment under capital leases. Assets held under capital leases are included in property and equipment as follows: December 31, 2018 2017 Machinery & equipment $ 1,375 $ 1,548 Less: accumulated depreciation (575 ) (438 ) $ 800 $ 1,110 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | As of December 31, 2018 and 2017, goodwill was $45,007, and the activity within those years was as follows: December 31 2018 2017 Beginning balance $ 45,007 $ — Acquisition — 45,007 Ending balance $ 45,007 $ 45,007 |
Schedule of Intangible Assets | The fair value of identifiable intangible assets consisted of the following at December 31, 2018: Weighted average Gross Accumulated Net Definite- Lived Intangibles Trademarks and tradenames 63.7 2,749 665 2,084 Customer relationships 63.7 22,743 5,497 17,246 Contracts in progress — 10,632 10,632 — Non-compete 39.7 548 186 362 Total Intangible Assets $ 36,672 $ 16,980 $ 19,692 The fair value of identifiable intangible assets consisted of the following at December 31, 2017: Weighted average Gross Accumulated Net Definite- Lived Intangibles Trademarks and tradenames 75.7 2,749 272 2,477 Customer relationships 75.7 22,743 2,247 20,496 Contracts in progress 9.7 10,632 6,379 4,253 Non-compete 51.7 548 78 470 Total Intangible Assets $ 36,672 $ 8,976 $ 27,696 |
Schedule of Future Amortization Expenses | Expected future amortization expense consists of the following for each of the following years ended December 31: 2019 $ 3,751 2020 3,751 2021 3,751 2022 3,675 2023 3,642 Thereafter 1,122 Total $ 19,692 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, 2018 2017 Accrued interest payable [1] $ 1,673 $ 2,456 Accrued dividends payable 690 610 Accrued compensation expense [2] 3,942 4,264 Accrued bonuses 3,939 2,587 Accrued taxes payable 76 182 Other accrued expense 30 89 Accrued expenses, current $ 10,350 $ 10,188 [1] Accrued interest payable as of December 31, 2018 and 2017 includes $1,461 and $1,188, respectively, of estimated penalties and interest associated with prior period unpaid payroll taxes. [2] Accrued compensation includes $1,868 in both December 31, 2018 and 2017, associated with prior period unpaid payroll taxes. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Convertible Notes Payable | Outstanding convertible notes payable consist of the following at December 31, 2018 and 2017: December 31, Name 2018 2017 Note 1 $ 365 $ — Note 2 800 — Note 3 310 — Note 4 211 — Note 5 165 — Note 6 263 — Note 7 525 — Note 8 315 — Note 9 211 — Note 10 660 — Note 11 525 — Note 12 525 — Note 13 158 — Note 14 130 — Note 15 211 — Note 16 100 — Note 17 1,070 — Note 18 1,070 — Note 19 281 — Note 20 168 — Note 21 168 — Note 22 281 — Note 23 168 — Note 24 321 — Note 25 41 — Note 26 — 448 Note 27 — 316 Note 28 — 95 Note 29 — 805 Note 30 — 585 Note 31 — 113 Note 32 — 144 Note 33 — 144 Note 34 — 83 Note 35 — 56 Note 36 — 125 Note 37 — 128 Note 38 — 110 Note 39 — 53 Total 9,042 3,205 Less: Unamortized discount (4,544 ) (814 ) Net $ 4,498 $ 2,391 |
Notes and Capital Leases Paya_2
Notes and Capital Leases Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Promissory Notes Outstanding and Other Notes Payable | Outstanding promissory notes, obligations under capital leases and other notes payable consist of the following: December 31, 2018 2017 Notes payable bearing interest at stated rates between 4% and 12% per annum. Terms range from 3 to 36 months $ 3,019 $ 3,404 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. 320 695 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 1,189 1,425 Total Notes Payables 4,528 5,524 Less: Original issue discount and deferred financing costs — (25 ) Notes payable, net of original issue discount and deferred financing costs 4,528 5,499 Less: Current portion (3,260 ) (3,669 ) Total Notes non-current portion $ 1,268 $ 1,830 |
Schedule of Principal Payments for Borrowings | The required principal payments for all borrowings for each of the five years following the balance sheet date are as follows: 2019 3,260 2020 776 2021 352 2022 133 2023 7 Thereafter — Total $ 4,528 |
Senior Debt (Tables)
Senior Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Senior Debt | December 31, 2018 2017 Senior note payable $ 36,441 $ 29,475 Less: Original issue discount (1,768 ) (4,715 ) Less: Deferred financing cost (351 ) (1,355 ) Total Senior Debt $ 34,322 $ 23,405 |
Related Party (Tables)
Related Party (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Notes Issued to Related Party | The following is a summary of the balance of related party notes as of December 31, 2018 and 2017: December 31 2018 2017 Former CEO and board member cash advance $ 380 $ 1,093 Former CFO cash advance — 80 Series A notes 13,603 12,942 Series B notes 31,564 30,633 Series C notes — 7,403 Total notes payable, related party 45,547 52,151 Less: discount on notes payable, related party (2,618 ) (5,045 ) Notes payable, net of discount 42,929 47,106 Less: current portion (13,776 ) (8,576 ) Total non-current notes, related party $ 29,153 $ 38,530 |
Schedule of Principal Payments for Borrowings - Related Party | The required principal payments for all borrowings for each of the five years following the balance sheet date are as follows: 2019 $ 13,603 2020 31,564 2021 — 2022 — 2023 — Thereafter — Total $ 45,547 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Liabilities on Recurring Basis | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2018 and 2017: December 31, 2018 Fair value at December 31, 2018 Quoted prices in active markets Significant other observable inputs (Level 2) Significant unobservable inputs Warrant derivative liability $ 3,558 $ — $ — $ 3,558 Debt derivative liability 8,038 — — 8,038 Total fair value $ 11,596 $ — $ — $ 11,596 December 31, 2017 Fair value at December 31, 2017 Quoted prices in active markets Significant other observable inputs (Level 2) Significant unobservable inputs Warrant derivative liability $ 16,492 $ — $ — $ 16,492 Debt derivative liability 48,195 — — 48,195 Total fair value $ 64,687 $ — $ — $ 64,687 |
Schedule of Changes in Fair Value Liabilities | The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2018 and 2017. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs. Warrant Liability Debt Derivative Liability Total Balance – December 31, 2016 $ 1,437 $ — $ 1,437 Additional warrant liability 14,698 — 14,698 Additional derivative liability from issuance of convertible notes — 15,817 15,817 Extinguishment of derivative liabilities related to debt conversion and repayment — (2,634 ) (2,634 ) Change in fair value 357 35,012 35,369 Balance – December 31, 2017 16,492 48,195 64,687 Additional derivative liability from issuance of convertible notes — 17,882 17,882 Extinguishment of warrant liabilities related to warrants exercise (1,256 ) — (1,256 ) Extinguishment of derivative liabilities related to debt conversion and repayment — (40,862 ) (40,862 ) Change in fair value (11,678 ) (17,177 ) (28,855 ) Balance – December 31, 2018 3,558 8,038 11,596 |
Summary of Weighted Average Unobservable Inputs | A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of December 31, 2018 and 2017 is as follows: As of December 31, 2018 As of December 31, 2017 Embedded Embedded Warrant Liability Conversion Feature Warrant Liability Conversion Feature Strike price $ 7.80 $ 2.61 $ 5.93 $ 3.47 Contractual term (years) 2.7 0.6 3.2 0.8 Volatility (annual) 91.2 % 91.2 % 135.5 % 135.5 % Risk-free rate 2.24 % 2.36 % 1.98 % 1.55 % Dividend yield (per share) 0 % 0 % 0 % 0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Leases Obligations | The remaining aggregate commitment for lease payments under the operating lease for the facilities as of December 31, 2018 are as follows: 2019 402 2020 280 2021 269 2022 239 2023 — Thereafter — Total Lease Obligations $ 1,190 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows: December 31 2018 2017 Current: Federal $ — $ — State and local 82 — 82 — Deferred: Federal 731 356 State and local 273 204 1,004 560 Change in valuation allowance — — Income tax provision (benefit) $ 1,086 $ 560 |
Schedule of Deferred Tax Assets | Significant components of the Company’s deferred tax assets at December 31, 2017 and 2016 are as follows: December 31 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 39,996 $ 18,587 Interest expense limitation 1,983 — Accrued liabilities 1,442 1,139 Intangible assets 1,201 1,119 Stock-based compensation 1,395 1,061 Reserves 95 219 Gross deferred tax assets 46,112 22,125 Valuation allowance (41,121 ) (21,682 ) Gross deferred tax assets after valuation allowance 4,991 443 Deferred tax liability – unrealized gains (4,557 ) — Deferred tax liability – goodwill (1,641 ) (560 ) Deferred tax liability – property and equipment (434 ) (443 ) Net deferred tax liability $ (1,641 ) $ (560 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2018 and 2017 is as follows: December 31 2018 2017 U.S federal statutory rate 21.0 % 34.0 % State income taxes, net of federal benefit 6.5 % 1.7 % Nondeductible – meals & entertainment (0.1 )% (0.1 )% Warrant derivative gains or losses 4.2 % (0.1 )% Impact of tax law change — % (15.5 )% Change in valuation allowance (32.9 )% (20.9 )% Other (0.6 ) 0.2 % Effective tax rate (1.9 )% (0.7 )% |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock Activity | The following table presents the convertible preferred stock activity for the years ended December 31, 2018 and 2017. Series A Series A-1 Series G Total Preferred Stock Shares Amount Shares Amount Shares Amount Shares Amount 12/31/2016 Balance 500 $ — 295 $ — — $ — 795 $ — 2017 Grant — — — — 1,780 — 1,780 — 12/31/2017 Balance 500 $ — 295 $ — 1,780 $ — 2,575 $ — Exchange to common shares — — — — (1,780 ) $ — (1,780 ) — 12/31/2018 Balance 500 $ — 295 $ — — $ — 795 $ — |
Schedule of Dividends Preferred Stock | Dividend charges recorded during the years ended December 31, 2018 and 2017 are as follows: December 31, 2018 2017 Series A $ 50 $ 50 A-1 30 30 Total $ 80 $ 80 |
Schedule of Accrued Liabilities | Accrued dividends payable in accrued expenses at December 31, 2018 and 2017 are as follows: December 31, 2018 2017 Series A $ 410 $ 360 A-1 280 250 Total $ 690 $ 610 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Fair Value Assumptions of Options | The fair value of the options granted during the years ended December 31, 2018 and 2017 was determined using the following assumptions: For the year ended December 31, 2018 2017 Stock option assumptions: Risk-free interest rate 2.41 % 1.5%-1.98 % Expected life (years) 10 5 Expected volatility 328 % 330%-379 % Expected dividends 0 % 0 % |
Schedule of Stock Option Award Activity | The following tables provide information about outstanding options for the years ended December 31, 2018 and 2017: Stock Options Shares Weighted Weighted Average Intrinsic Value (In thousands) Outstanding as of December 31, 2016 — — — — Granted 94,666 $ 16.55 — — Options exercised — — — — Forfeited — — — — Outstanding as of December 31, 2017 94,666 16.55 9.57 64 Granted 250,000 15.84 — — Options exercised — — — — Forfeited (2,573 ) 8.75 — — Outstanding as of December 31, 2018 342,093 15.79 9.17 — Exercisable options as of December 31, 2018 111,404 $ 16.05 9.07 — |
Schedule of Warrants Outstanding | All warrants outstanding as of December 31, 2018 were exercisable. The following table shows exercise prices and expiration dates for warrants outstanding as of December 31, 2018: Issued to Amount Issue Date Expiration Date Exercise Price Investment Bank 97 10/31/2014 10/31/2021 $ 5.00 Equity Investors 60 9/1/2016 9/1/2021 $ 10.00 Equity Investors 6 3/29/2017 3/29/2022 $ 10.00 Equity Investors 99 9/8/2016 9/8/2021 $ 20.00 Equity Investors 97 9/29/2016 9/29/2021 $ 20.00 Equity Investor 94 9/30/2016 9/30/2021 $ 20.00 Equity Investors 104 10/12/2016 10/12/2021 $ 20.00 Term Note Lender (1) 100 11/11/2016 11/11/2021 $ 10.00 Term Note Lender (1) 150 12/23/2016 12/23/2021 $ 10.00 Convertible Note Holder (1) 5 1/17/2017 1/17/2020 $ 62.50 Convertible Note Holder (1) 5 1/18/2017 1/18/2020 $ 62.50 Convertible Note Holder (1) 4 2/17/2017 2/17/2020 $ 62.50 Convertible Note Holder (5) 4 2/17/2017 2/17/2020 $ 62.50 Convertible Note Holder (1) 5 2/23/2017 2/23/2020 $ 62.50 Term Note Lender (1) 150 3/28/2017 3/28/2022 $ 10.00 Convertible Note Holder (1) 5 5/19/2017 5/19/2020 $ 62.50 Convertible Note Holder (1) 4 5/17/2017 5/17/2020 $ 62.50 Convertible Note Holder (1) 4 5/17/2017 5/17/2020 $ 62.50 Convertible Note Holder (1) 90 6/1/2017 6/1/2022 $ 25.00 Convertible Note Holder (1) 160 6/2/2017 6/30/2020 $ 62.50 Convertible Note Holder (1) 483 6/8/2017 6/30/2020 $ 62.50 Convertible Note Holder (1) 2 6/21/2017 6/21/2020 $ 62.50 Convertible Note Holder (1) 3 6/21/2017 6/21/2020 $ 62.50 Convertible Note Holder (1) 3 6/21/2017 6/21/2020 $ 62.50 Convertible Note Holder (1) 11 8/2/2017 8/2/2020 $ 62.50 Convertible Note Holder (1) 11 8/2/2017 8/2/2020 $ 62.50 Convertible Note Holder (1) 2 8/14/2017 8/14/2020 $ 62.50 Convertible Note Holder (1) 2 8/14/2017 8/14/2020 $ 62.50 Equity Investor 14 8/27/2017 8/27/2020 $ 16.50 Term Note Lender (1) 20 11/8/2017 11/8/2022 $ 10.00 Term Note Lender (1) 140 11/8/2017 11/8/2022 $ 10.00 Equity Investors 41 4/1/2018 4/1/2023 $ 15.00 Equity Investors 41 4/1/2018 4/1/2023 $ 15.00 Equity Investors 90 10/25/2018 10/25/2019 $ 6.00 Term Note Lender (1) 108 10/30/2018 10/30/2023 $ 6.00 2,214 (1) Warrant was determined to be a derivative subject to fair value accounting and is recorded as a warrant liability. |
Schedule of Warrants Activity | A summary of the warrant activity the years ended December 31, 2018 and 2017 is as follows: Weighted Weighted Average Average Number of Exercise Remaining Warrants Price Life in Years Outstanding, December 31, 2016 1,020 $ 18.04 4.45 Issued 1,348 27.84 — Exercised (125 ) 62.50 — Outstanding, December 31, 2017 2,243 29.52 3.32 Issued 416 4.68 Exercised (445 ) 13.95 Outstanding, December 31, 2018 2,214 $ 28.93 2.59 |
Customer Concentration (Tables)
Customer Concentration (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration Credit Risk Percentage | Accounts receivable and revenue from the Company’s major customers as of December 31, 2018 and 2017 are as follows: (in thousands) Revenues % of Total Revenue 2018 2017 2018 2017 Customer A $ 47,664 $ — 12 % — % Customer B $ — $ 49,307 — % 21 % Customer C $ 31,512 $ 29,972 8 % 14 % (in thousands) Revenues (Predecessor) % of Total Revenue For the period Ended April 21, 2017 For the period Customer D $ 7,382 21 % Customer E $ 6,752 19 % Customer F $ 4,048 12 % (in thousands) Accounts Receivable % of Accounts Receivable 2018 2017 2018 2017 Customer B $ — $ 18,477 — % 30 % Customer G $ 7,724 $ — 10 % — % Customer C $ — $ 7,513 — % 12 % Customer D $ 8,334 $ — 11 % — % |
Costs and Estimated Earnings _2
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 12 Months Ended |
Dec. 31, 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 as follows: December 31, 2018 2017 Costs incurred on uncompleted contracts 283,833 $ 101,785 Estimated earnings 16,568 5,916 300,401 107,701 Billings to date (329,117 ) (139,946 ) (28,716 ) $ (32,245 ) Included in the accompanying balance sheets: Costs and estimated earnings in excess of billings 5,974 5,286 Billings in excess of costs and estimated earnings (34,690 ) (37,531 ) Total (28,716 ) $ (32,245 ) |
Backlog (Unaudited) (Tables)
Backlog (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Backlog | |
Schedule of Reconciliation of Backlog Representing Signed Contracts | The following is a reconciliation of backlog representing signed contracts in progress at December 31, 2018: Balance – December 31, 2017 $ 244,645 New contracts and adjustments 257,529 502,174 Less contract revenues earned for the year ended December 31, 2018 (369,651 ) Balance – December 31, 2018 $ 132,523 |
Unaudited Quarterly Data (Table
Unaudited Quarterly Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Data on Financial Information | Three months ended ($ in thousands, except per share data) March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 90,453 $ 83,525 $ 88,837 $ 121,940 Gross profit $ 12,230 $ 13,076 $ 18,696 $ 8,885 Operating loss $ (149 ) $ (2,358 ) $ (12,264 ) $ (23,522 ) Net (loss) income $ (1,087 ) $ 7,501 $ (12,987 ) $ (40,019 ) Cumulative preferred dividends $ (20 ) $ (20 ) $ (20 ) $ (20 ) Net (loss) income applicable to common shares $ (1,107 ) $ 7,481 $ (13,007 ) $ (40,039 ) Net (loss) income per common share – basic $ (0.19 ) $ 1.13 $ (1.68 ) $ (3.79 ) Net (loss) income per common share – diluted $ (0.19 ) $ 0.50 $ (1.68 ) $ (3.79 ) Weighted average number of common shares outstanding – basic 5,851,288 6,601,685 7,745,537 10,577,376 Weighted average number of common shares outstanding – diluted 5,851,288 14,996,607 7,745,537 10,577,376 Three months ended ($ in thousands, except per share data) March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 5,443 $ 42,581 $ 96,827 $ 70,658 Gross profit (loss) $ 2,750 $ 9,255 $ 23,776 $ (5,424 ) Operating (loss) income $ (2,658 ) $ 220 $ 14,161 $ (22,185 ) Net loss $ (12,351 ) $ (34,524 ) $ (1,748 ) $ (43,460 ) Cumulative preferred dividends $ (20 ) $ (20 ) $ (20 ) $ (20 ) Net loss applicable to common shares $ (12,371 ) $ (34,544 ) $ (1,768 ) $ (43,480 ) Net loss per common share – basic and diluted $ (3.73 ) $ (7.22 ) $ (0.33 ) $ (7.83 ) Weighted average number of common shares outstanding – basic and diluted 3,312,373 4,787,556 5,367,966 5,552,429 Explanatory Note: The Company is providing restated quarterly and year-to-date unaudited consolidated financial information for interim periods occurring within years ended December 31, 2018 and 2017 in order to comply with SEC requirements. See Note 2 for further background concerning the events preceding the restatement of financial information in this Form 10-K. As discussed in Note 2, the Audit Committee and the Company identified certain errors that are corrected through adjustments made as part of the restatement. These adjustments include corrections related to the investigation of convertible notes that was conducted, as well as (i) corrections related to the Company’s convertible notes and (ii) corrections resulting from management’s review of significant accounts and transactions. The effect of the restatement on the previously filed consolidated balance sheet for the period ended March 31, 2018 is as follows: As of March 31, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 9,638 $ 24 $ 9,662 Accounts receivable, net 78,251 (17,166 ) 61,085 Costs and estimated earnings in excess of billings on uncompleted contracts 4,552 (1,107 ) 3,445 Other current assets 9,782 (273 ) 9,509 Total current assets 102,223 (18,522 ) 83,701 Property and equipment, net 8,121 (1,466 ) 6,655 Intangible assets, net 25,443 — 25,443 Goodwill 35,672 9,335 45,007 Total assets 171,459 (10,653 ) 160,806 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable 46,095 (366 ) 45,729 Billings in excess of costs and estimated earnings on uncompleted contracts 18,516 8,588 27,104 Due to related party 28 — 28 Accrued expenses and other current liabilities 7,259 282 7,541 Senior notes payable, current portion net of original discount and deferred financing costs — 25,807 25,807 Convertible notes payable, net of original issue discount and deferred financing cost — 3,548 3,548 Merchant credit agreements, net of original issue discount and deferred financing cost — 2,369 2,369 Notes payable, current portion, net of original issue discount and deferred financing costs 10,182 (6,910 ) 3,272 Notes payable, related parties, current portion 7,603 — 7,603 Debt derivative liability — 22,077 22,077 Warrant liability — 29,897 29,897 Total current liabilities 89,683 85,292 174,975 Notes payable, non-current portion 1,934 (125 ) 1,809 Notes payable, related parties, non-current net of debt discount 39,523 — 39,523 Senior note payable, non-current portion, net of original issue discount and deferred financing costs 26,408 (26,408 ) — Deferred tax liability 1,122 (39 ) 1,083 Total liabilities 158,670 58,720 217,390 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at March 31, 2018 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at March 31, 2018 — — — Series G convertible preferred stock, $0.001 stated value, 1,780 shares designated and 1,780 shares issued and outstanding at March 31, 2018 — — — Common stock, $0.001 par value, 100,000,000 shares authorized 6,136,059 shares issued and outstanding at March 31, 2018, respectively 6 — 6 Additional paid-in capital 57,792 8,436 66,228 Shares to be issued 6,681 (375 ) 6,306 Subscriptions receivable (3,222 ) 3,222 — Accumulated deficit (48,468 ) (80,656 ) (129,124 ) Total stockholders’ deficit 12,789 (69,373 ) (56,584 ) Total liabilities and stockholders’ deficit 171,459 (10,653 ) 160,806 The effect of the restatement on the previously filed consolidated statement of operations for the three months ended March 31, 2018 is as follows: Three Months ended March 31, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 85,145 $ 5,308 $ 90,453 Cost of revenues 73,654 4,569 78,223 Gross profit 11,491 739 12,230 Operating expenses Compensation expense 5,638 224 5,862 Selling, general and administrative expenses 4,639 907 5,546 Amortization expense 938 — 938 Loss on sale of asset 33 — 33 Transaction expenses 93 (93 ) — Total operating expenses 11,341 1,038 12,379 Operating income (loss) 150 (299 ) (149 ) Other (expenses) income Interest expense (913 ) (122 ) (1,035 ) Amortization of deferred financing costs and debt discount (5,912 ) (2,215 ) (8,127 ) Gain on debt derivative liability — 11,759 11,759 Loss on warrant liability — (13,821 ) (13,821 ) Other (expense) income, net (597 ) (190 ) (787 ) Extinguishment loss (322 ) 14,823 14,501 Loss on issuance of notes — (2,860 ) (2,860 ) Financing costs (2,002 ) 2,002 — Total other expenses, net (9,746 ) 9,376 (370 ) Loss before provision for income taxes (9,596 ) 9,077 (519 ) Provision for income taxes 568 — 568 Net loss (10,164 ) 9,077 (1,087 ) Preferred stock dividends (20 ) — (20 ) Net loss attributable to common shareholders $ (10,184 ) $ 9,077 $ (1,107 ) Loss per common share: Basic and diluted $ (2.09 ) $ 1.55 $ (0.19 ) Weighted average number of common shares outstanding Basic and diluted 4,876,131 5,851,288 5,851,288 The effect of the restatement on the previously filed consolidated balance sheet for the period ended June 30, 2018 is as follows: As of June 30, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 12,884 $ 2 $ 12,886 Accounts receivable, net 72,693 (12,779 ) 59,914 Costs and estimated earnings in excess of billings on uncompleted contract 2,206 1,023 3,229 Other current assets 8,814 (1,796 ) 7,018 Total current assets 96,597 (13,550 ) 83,047 Property and equipment, net 9,165 (2,367 ) 6,798 Intangible assets, net 23,190 — 23,190 Goodwill 35,672 9,335 45,007 Total assets 164,624 (6,582 ) 158,042 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable 40,175 (477 ) 39,698 Billings in excess of costs and estimated earnings on uncompleted contracts 21,754 10,498 32,252 Due to related parties 89 — 89 Accrued expenses and other current liabilities 7,141 1,651 8,792 Convertible notes payable, net of original issue discount and deferred financing cost — 4,591 4,591 Merchant credit agreements, net of original issue discount and deferred financing cost — 2,668 2,668 Senior notes payable, current portion, net of original issue discount and deferred financing costs 28,661 (451 ) 28,210 Notes payable and capital leases, current portion, net of original issue discount and deferred financing costs 14,343 (11,466 ) 2,877 Notes payable, related party 19,173 (850 ) 18,323 Debt derivative liability — 8,416 8,416 Warrant liability — 26,793 26,793 Total current liabilities 131,336 41,373 172,709 Notes payable, non-current portion 1,617 — 1,617 Notes payable, non-current portion, related parties net of debt discount 27,775 — 27,775 Deferred tax liability 1,007 — 1,007 Total liabilities 161,735 41,373 203,108 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at June 30, 2018 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at June 30, 2018 — — — Series G convertible preferred stock, $0.001 stated value, 1,780 shares designated and 1,780 shares issued and outstanding at June 30, 2018 — — — Common stock, $0.001 par value, 100,000,000 shares authorized and 7,225,158 shares issued and outstanding at June 30, 2018 7 — 7 Additional paid-in capital 67,677 8,876 76,553 Subscriptions receivable (2,769 ) 2,769 — Accumulated deficit (62,026 ) (59,600 ) (121,626 ) Total stockholders’ (deficit) equity 2,889 (47,955 ) (45,066 ) Total liabilities and stockholders’ (deficit) equity $ 164,624 $ (6,582 ) $ 158,042 The effect of the restatement on the previously filed consolidated statement of operations for the three months ended June 30, 2018 is as follows: Three Months ended June 30, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 86,367 $ (2,842 ) $ 83,525 Cost of revenues 72,415 (1,966 ) 70,449 Gross profit 13,952 (876 ) 13,076 Operating expenses Compensation expense 6,856 757 7,613 Selling, general and administrative expenses 5,855 1,075 6,930 Amortization of intangible assets 938 — 938 Loss on sale of asset (47 ) — (47 ) Transaction expenses 33 (33 ) — Total operating expenses 13,635 1,799 15,434 Operating income (loss) 317 (2,675 ) (2,358 ) Other (expenses) income Interest expense (2,889 ) (71 ) (2,960 ) Amortization of deferred financing costs and debt discount (3,458 ) (3,685 ) (7,143 ) Gain on debt derivative liability — 6,313 6,313 Gain on warrant liability — 2,748 2,748 Other income, net (1,421 ) 2,191 770 Loss on issuance of notes — (1,591 ) (1,591 ) Gain on extinguishment of debt — 11,607 11,607 Financing costs (6,214 ) 6,214 — Total other (expenses) income, net (13,982 ) 23,726 9,744 (Loss) income before provision for income taxes (13,665 ) 21,051 7,386 (Benefit) for income taxes (107 ) (8 ) (115 ) Net (loss) income (13,558 ) 21,059 7,501 Preferred stock dividends (20 ) — (20 ) Net (loss) income attributable to common shareholders $ (13,578 ) $ 21,059 $ 7,481 (Loss) income per common share: Basic $ (2.26 ) $ 3.19 $ 1.13 Diluted $ (2.26 ) $ 1.40 $ 0.50 Weighted average number of common shares outstanding Basic 5,997,856 6,601,685 6,601,685 Diluted 5,997,856 14,996,607 14,996,607 The effect of the restatement on the previously filed consolidated statement of operations for the six months ended June 30, 2018 is as follows: Six Months ended June 30, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 171,511 $ 2,467 $ 173,978 Cost of revenues 146,069 2,603 148,672 Gross profit 25,442 (136 ) 25,306 Operating expenses Compensation expense 12,494 981 13,475 Selling, general and administrative expenses 10,494 1,982 12,476 Amortization of intangible assets 1,876 — 1,876 Loss on sale of asset (13 ) (1 ) (14 ) Transaction expenses 125 (125 ) — Total operating expenses 24,976 2,837 27,813 Operating loss 466 (2,973 ) (2,507 ) Other (expenses) income Interest expense (3,802 ) (193 ) (3,995 ) Amortization of deferred financing costs and debt discount (9,370 ) (5,900 ) (15,270 ) Gain on conversion derivative liability — 18,072 18,072 Loss on warrant derivative liability — (11,073 ) (11,073 ) Other expense, net (1,744 ) 1,727 (17 ) Loss on issuance of debt — (4,451 ) (4,451 ) Extinguishment gain — 26,108 26,108 Financing costs (8,812 ) 8,812 — Total other expenses, net (23,728 ) 33,102 9,374 Loss before provision for income taxes (23,262 ) 30,129 6,867 Provision for income taxes 460 (7 ) 453 Net loss (23,722 ) 30,136 6,414 Preferred stock dividends (40 ) — (40 ) Net loss attributable to common shareholders $ (23,762 ) $ 30,136 $ 6,374 Loss per common share: Basic $ (4.53 ) $ 4.84 $ 1.02 Diluted $ (4.53 ) $ 2.06 $ 0.44 Weighted average number of common shares outstanding Basic 5,249,808 6,228,559 6,228,559 Diluted 5,249,808 14,632,985 14,632,985 The effect of the restatement on the previously filed consolidated balance sheet for the period ended September 30, 2018 is as follows: As of September 30, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 5,722 $ 2 $ 5,724 Accounts receivable, net 75,812 (10,179 ) 65,633 Costs and estimated earnings in excess of billings on uncompleted contract 4,362 (1,434 ) 2,928 Other current assets 6,416 (173 ) 6,243 Total current assets 92,312 (11,784 ) 80,528 Property and equipment, net 9,956 (3,353 ) 6,603 Intangible assets, net 20,937 — 20,937 Goodwill 35,672 9,335 45,007 Total assets 158,877 (5,802 ) 153,075 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable 29,307 (389 ) 28,918 Billings in excess of costs and estimated earnings on uncompleted contracts 27,984 7,881 35,865 Due to related parties 56 — 56 Accrued expenses and other current liabilities 9,160 778 9,938 Senior notes payable, current, net of original issue discount and deferred financing costs 31,122 (264 ) 30,858 Convertible notes payable, net of original issue discount and deferred financing cost — 8,186 8,186 Merchant credit agreements, net of original issue discount and deferred financing cost — 4,821 4,821 Notes payable and capital leases, current portion, net of original issue discount and deferred financing costs 17,474 (14,347 ) 3,127 Notes payable, current portion, related parties 18,334 — 18,334 Debt derivative liability — 11,885 11,885 Warrant liability — 11,522 11,522 Total current liabilities 133,437 30,073 163,510 Notes payable, non-current portion 1,414 — 1,414 Notes payable, non-current portion, related parties net of debt discount 28,463 — 28,463 Deferred tax liability 1,128 513 1,641 Total liabilities 164,442 30,586 195,028 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at September 30, 2018 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at September 30, 2018 — — — Common stock, $0.001 par value, 100,000,000 shares authorized and 8,605,021 shares issued and outstanding at September 30, 2018 8 — 8 Additional paid-in capital 71,421 21,231 92,652 Shares to be issued — — — Subscriptions receivable (2,941 ) 2,941 — Accumulated deficit (74,053 ) (60,560 ) (134,613 ) Total stockholders’ (deficit) equity (5,565 ) (36,388 ) (41,953 ) Total liabilities and stockholders’ (deficit) equity $ 158,877 $ (5,802 ) $ 153,075 The effect of the restatement on the previously filed consolidated statement of operations for the three months ended September 30, 2018 is as follows: Three Months ended September 30, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 92,224 $ (3,387 ) $ 88,837 Cost of revenues 76,311 (6,170 ) 70,141 Gross profit 15,913 2,783 18,696 Operating expenses Compensation expense 9,283 11,038 20,321 Selling, general and administrative expenses 9,045 656 9,701 Amortization of intangible assets 938 — 938 Transaction expenses — — — Total operating expenses 19,266 11,694 30,960 Operating loss (3,353 ) (8,911 ) (12,264 ) Other (expenses) income Interest expense (2,140 ) (74 ) (2,214 ) Amortization of deferred financing costs and debt discount (4,318 ) (4,059 ) (8,377 ) (Loss) on debt derivative liability — (2,627 ) (2,627 ) Gain on warrant liability — 14,787 14,787 Other (expense) income, net (572 ) 602 30 Loss on issuance of notes — (203 ) (203 ) Extinguishment loss — (1,485 ) (1,485 ) Financing costs (1,374 ) 1,374 — Total other (expenses) income, net (8,404 ) 8,315 (89 ) Loss before provision for income taxes (11,757 ) (596 ) (12,353 ) Provision for income taxes 268 366 634 Net loss (12,025 ) (962 ) (12,987 ) Preferred stock dividends (20 ) — (20 ) Net loss attributable to common shareholders $ (12,045 ) $ (962 ) $ (13,007 ) Income per common share: Basic and diluted $ (1.89 ) $ (0.12 ) $ (1.68 ) Weighted average number of common shares outstanding Basic and diluted 6,372,775 7,745,537 7,745,537 The effect of the restatement on the previously filed consolidated statement of operations for the nine months ended September 30, 2018 is as follows: Nine Months ended September 30, 2018 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 263,735 $ (920 ) $ 262,815 Cost of revenues 222,380 (3,567 ) 218,813 Gross profit 41,355 2,647 44,002 Operating expenses Compensation expense -selling general and administrative 21,777 12,019 33,796 Selling, general and administrative expenses 19,653 2,524 22,177 Amortization of intangible assets 2,813 1 2,814 Loss on sale of asset — (14 ) (14 ) Transaction expenses — — — Total operating expenses 44,243 14,530 58,773 Operating loss (2,888 ) (11,883 ) (14,771 ) Other expenses Interest expense (5,942 ) (267 ) (6,209 ) Amortization of deferred financing costs and debt discount (13,688 ) (9,959 ) (23,647 ) Gain on debt derivative liability — 15,445 15,445 Gain on warrant liability — 3,714 3,714 Other (expense) income, net (2,316 ) 2,329 13 Loss on issuance of notes — (4,654 ) (4,654 ) Extinguishment gain — 24,623 24,623 Financing costs (10,187 ) 10,187 — Total other expenses, net (32,133 ) 41,418 9,285 Loss before provision for income taxes (35,021 ) 29,535 (5,486 ) Provision for income taxes 728 359 1,087 Net loss (35,749 ) 29,176 (6,573 ) Preferred stock dividends (60 ) — (60 ) Net loss attributable to common shareholders $ (35,809 ) $ 29,176 $ (6,633 ) Loss per common share: Basic and diluted $ (6.36 ) $ 4.33 $ (0.98 ) Weighted average number of common shares outstanding Basic and diluted 5,630,556 6,739,775 6,739,775 The effect of the restatement on the previously filed consolidated balance sheet for the period ended March 31, 2017 is as follows: As of March 31, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 2 $ — $ 2 Accounts receivable, net 9,985 (5,446 ) 4,539 Other current assets 3,649 (1,443 ) 2,206 Total current assets 13,636 (6,889 ) 6,747 Property and equipment, net 4,300 (25 ) 4,275 Total assets 17,936 (6,914 ) 11,022 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable 2,332 (148 ) 2,184 Due to related party 190 (35 ) 155 Accrued expenses and other current liabilities 3,508 784 4,292 Convertible notes payable, net of original issue discount and deferred financing cost — 175 175 Merchant credit agreements, net of original issue discount and deferred financing cost — 36 36 Notes payable, current portion, net of original issue discount and deferred financing costs 5,431 3,754 9,185 Notes payable, related parties, current portion 791 35 826 Debt derivative liability — 2,773 2,773 Warrant liability 3,357 5,060 8,417 Total current liabilities 15,609 12,434 28,043 Notes payable, non-current portion 7,300 (5,171 ) 2,129 Senior note payable, non-current portion, net of original issue discount and deferred financing costs 5,082 (1,113 ) 3,969 Total liabilities 27,991 6,150 34,141 Commitments and contingencies Temporary equity: Common stock; $0.001 par value, subject to put provision, 100,000,000 shares authorized and 444,275 shares issued and outstanding at March 31, 2017 437 — 437 Total temporary equity 437 — 437 Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at March 31, 2017 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at March 31, 2017 — — — Common stock, $0.001 par value, 100,000,000 shares authorized 3,536,096 shares issued and outstanding at March 31, 2017 88 (85 ) 3 Additional paid-in capital 17,484 6,648 24,132 Shares to be issued 615 — 615 Subscriptions receivable (5,658 ) 5,658 — Accumulated deficit (23,021 ) (25,285 ) (48,306 ) Total stockholders’ deficit (10,492 ) (13,064 ) (23,556 ) Total liabilities and stockholders’ deficit $ 17,936 $ (6,914 ) $ 11,022 The effect of the restatement on the previously filed consolidated statement of operations for the three months ended March 31, 2017 is as follows: Three Months ended March 31, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 5,086 $ 357 $ 5,443 Cost of revenues 2,678 15 2,693 Gross profit 2,408 342 2,750 Operating expenses Compensation expense 1,187 3,040 4,227 Selling, general and administrative expenses 1,187 (198 ) 989 Loss on sale of asset — (8 ) (8 ) Transaction expenses 11 189 200 Total operating expenses 2,385 3,023 5,408 Operating income (loss) 23 (2,681 ) (2,658 ) Other (expenses) income Interest expense (734 ) (123 ) (857 ) Amortization of deferred financing costs and debt discount (397 ) (857 ) (1,254 ) Gain on debt derivative liability — 97 97 Loss on warrant liability (2,200 ) (2,450 ) (4,650 ) Other (expense) income, net (100 ) 156 56 Loss on issuance of notes — (3,085 ) (3,085 ) Financing costs (563 ) 563 — Total other expenses, net (3,994 ) (5,699 ) (9,693 ) Loss before provision for income taxes (3,971 ) (8,380 ) (12,351 ) Provision for income taxes — — — Net loss (3,971 ) (8,380 ) (12,351 ) Preferred stock dividends (20 ) — (20 ) Net loss attributable to common shareholders $ (3,991 ) $ (8,380 ) $ (12,371 ) Loss per common share: . Basic and diluted $ (1.09 ) $ (2.53 ) $ (3.73 ) Weighted average number of common shares outstanding Basic and diluted 3,677,614 3,312,373 3,312,373 The effect of the restatement on the previously filed consolidated balance sheet for the period ended June 30, 2017 is as follows: As of June 30, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 7,835 $ — $ 7,835 Accounts receivable, net 36,707 (1,705 ) 35,002 Costs and estimated earnings in excess of billings on uncompleted contract 5,966 (1,313 ) 4,653 Other current assets 6,736 (1,224 ) 5,512 Total current assets 57,244 (4,242 ) 53,002 Property and equipment, net 5,556 (106 ) 5,450 Intangible assets, net 29,320 — 29,320 Goodwill 46,922 9,790 56,712 Total assets 139,042 5,442 144,484 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable 22,255 4,005 26,260 Billings in excess of costs and estimated earnings on uncompleted contracts 15,380 7,209 22,589 Due to related parties 154 (43 ) 111 Accrued expenses and other current liabilities 6,609 750 7,359 Convertible notes payable, net of original issue discount and deferred financing cost — 813 813 Merchant credit agreement, net of original issue discount and deferred financing cost — 57 57 Notes payable and capital leases, current portion, net of original issue discount and deferred financing costs 12,012 (7,753 ) 4,259 Notes payable, current portion, related party 791 7,293 8,084 Debt derivative liability — 13,467 13,467 Warrant liability 2,336 24,874 27,210 Total current liabilities 59,537 50,672 110,209 Notes payable, non-current portion 46,981 (44,959 ) 2,022 Notes payable, non-current portion, related party — 42,500 42,500 Senior note payable, non-current portion, net of original issue discount and deferred financing costs 19,951 (238 ) 19,713 Total liabilities 126,469 47,975 174,444 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at June 30, 2017 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at June 30, 2017 — — — Common stock, $0.001 par value, 100,000,000 shares authorized and 5,208,185 shares issued and outstanding at June 30, 2017 130 (115 ) 15 Additional paid-in capital 43,011 7,104 50,115 Shares to be issued 2,201 550 2,751 Subscriptions receivable (4,656 ) 4,656 — Accumulated deficit (28,113 ) (54,728 ) (82,841 ) Total stockholders’ (deficit) equity 12,573 (42,533 ) (29,960 ) Total liabilities and stockholders’ (deficit) equity $ 139,042 $ 5,442 $ 144,484 The effect of the restatement on the previously filed consolidated statement of operations for the three months ended June 30, 2017 is as follows: Three Months ended June 30, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 50,697 $ (8,116 ) $ 42,581 Cost of revenues 42,377 (9,051 ) 33,326 Gross profit 8,320 935 9,255 Operating expenses Compensation expense 4,169 380 4,549 Selling, general and administrative expenses 4,000 14 4,014 Amortization of intangible assets 589 — 589 Loss on sale of asset 429 (801 ) (372 ) Transaction expenses 1,409 (1,154 ) 255 Total operating expenses 10,596 (1,561 ) 9,035 Operating (loss) income (2,276 ) 2,496 220 Other (expenses) income Interest expense (1,793 ) (131 ) (1,924 ) Amortization of deferred financing costs and debt discount (1,934 ) (1,743 ) (3,677 ) Gain on debt derivative liability — 498 498 Gain (loss) on warrant liability 1,021 (8,684 ) (7,663 ) Other income, net 10 (1,390 ) (1,380 ) Loss on issuance of notes — (23,350 ) (23,350 ) Extinguishment gain — 2,873 2,873 Total other expenses, net (2,696 ) (31,927 ) (34,623 ) Loss before provision for income taxes (4,972 ) (29,431 ) (34,403 ) Provision for income taxes 121 — 121 Net loss (5,093 ) (29,431 ) (34,524 ) Preferred stock dividends (20 ) — (20 ) Net loss attributable to common shareholders $ (5,113 ) $ (29,431 ) $ (34,544 ) Loss per common share: . Basic and diluted $ (1.02 ) $ (6.15 ) $ (7.22 ) Weighted average number of common shares outstanding Basic and diluted 4,989,451 4,787,556 4,787,556 The effect of the restatement on the previously filed consolidated statement of operations for the six months ended June 30, 2017 is as follows: Six Months ended June 30, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 55,783 $ (7,759 ) $ 48,024 Cost of revenues 45,055 (9,036 ) 36,019 Gross profit 10,728 1,277 12,005 Operating expenses Compensation expense 5,356 3,420 8,776 Selling, general and administrative expenses 5,188 (185 ) 5,003 Amortization of intangible assets 589 — 589 Loss on sale of asset 472 (852 ) (380 ) Transaction expenses 1,419 (964 ) 455 Total operating expenses 13,024 1,419 14,443 Operating loss (2,296 ) (142 ) (2,438 ) Other (expenses) income Interest expense (2,527 ) (254 ) (2,781 ) Amortization of deferred financing costs and debt discount (2,331 ) (2,600 ) (4,931 ) Gain on conversion derivative liability — 595 595 Loss on warrant derivative liability (1,179 ) (11,134 ) (12,313 ) Other expense, net (46 ) (1,278 ) (1,324 ) Loss on issuance of notes — (23,350 ) (23,350 ) Extinguishment loss — (212 ) (212 ) Financing costs (563 ) 563 — Total other expenses, net (6,646 ) (37,670 ) (44,316 ) Loss before provision for income taxes (8,942 ) (37,812 ) (46,754 ) Provision for income taxes 121 — 121 Net loss (9,063 ) (38,812 ) (46,875 ) Preferred stock dividends (40 ) — (40 ) Net loss attributable to common shareholders $ (9,103 ) $ (38,812 ) $ (46,915 ) Loss per common share: Basic and diluted $ (2.11 ) $ (9.33 ) $ (11.57 ) Weighted average number of common shares outstanding Basic and diluted 4,305,814 4,054,039 4,054,039 The effect of the restatement on the previously filed consolidated balance sheet for the period ended September 30, 2017 is as follows: As of September 30, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 3,154 $ — $ 3,154 Accounts receivable, net 51,791 212 52,003 Costs and estimated earnings in excess of billings on uncompleted contract 6,773 1,035 7,808 Other current assets 7,727 (1,270 ) 6,457 Total current assets 69,445 (23 ) 69,422 Property and equipment, net 7,101 (130 ) 6,971 Intangible assets, net 26,306 — 26,306 Goodwill 46,922 9,790 56,712 Total assets 149,774 9,637 159,411 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable 33,531 6,103 39,634 Billings in excess of costs and estimated earnings on uncompleted contracts 7,378 512 7,890 Due to related parties 343 (254 ) 89 Accrued expenses and other current liabilities 9,931 704 10,635 Convertible notes payable, net of original issue discount and deferred financing cost — 1,818 1,818 Merchant credit agreement, net of original issue discount and deferred financing cost — 482 482 Notes payable and capital leases, current portion, net of original issue discount and deferred financing costs 14,022 (9,713 ) 4,309 Notes payable, current portion, related parties 791 5,087 5,878 Debt derivative liability — 36,482 36,482 Warrant liability 303 14,543 14,846 Total current liabilities 66,299 55,764 122,063 Notes payable, non-current portion 46,899 (45,013 ) 1,886 Notes payable, non-current portion, related party — 42,500 42,500 Senior note payable, non-current portion, net of original issue discount and deferred financing costs 20,022 3,539 23,561 Total liabilities 133,220 56,790 190,010 Commitments and contingencies Stockholders’ Equity (Deficit): Preferred stock; $0.01 par value, 5,000,000 shares authorized: — — — Series A convertible preferred stock, $1,000 stated value, 4,500 shares designated and 500 shares issued and outstanding at September 30, 2017 — — — Series A-1 convertible preferred stock, $1,000 stated value, 1,000 shares designated and 295 shares issued and outstanding at September 30, 2017 — — — Common stock, $0.001 par value, 100,000,000 shares authorized and 5,435,083 shares issued and outstanding at September 30, 2017 5 — 5 Additional paid-in capital 45,625 8,101 53,726 Shares to be issued 75 175 250 Subscriptions receivable (3,588 ) 3,588 — Accumulated deficit (25,563 ) (59,017 ) (84,580 ) Total stockholders’ (deficit) equity 16,554 (47,153 ) (30,599 ) Total liabilities and stockholders’ (deficit) equity $ 149,774 $ 9,637 $ 159,411 The effect of the restatement on the previously filed consolidated statement of operations for the three months ended September 30, 2017 is as follows: Three Months ended September 30, 2017 ($ in thousands, except per share data) As Previously Reported Adjustments As Restated (unaudited) (unaudited) (unaudited) Revenues, net of discounts $ 79,083 $ 17,744 $ 96,827 Cost of revenues 63,553 9,498 73,051 Gross profit 15,530 8,246 23,776 Operating expenses Compensation expense 5,312 716 6,028 Selling, general and administrative expenses 4,414 (1,605 ) 2,809 Amortization of intangible assets 768 — 768 Gain on sale of assets — (236 ) (236 ) Transaction |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Narrative) - USD ($) $ in Thousands | Nov. 06, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Reverse stock split | 25-for-1 reverse stock split | |||||||||
Number of common stock shares reverse split | 25 | |||||||||
Common stock, shares authorized | 200,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Cash | $ 12,170 | $ 15,642 | $ 12,170 | |||||||
Working capital deficit | 95,501 | 95,501 | ||||||||
Senior notes payable, current portion net of original discount and deferred financing costs | 34,322 | 34,322 | ||||||||
Net loss | $ (46,592) | $ (92,083) | $ 138,675 |
Restatement of Consolidated F_3
Restatement of Consolidated Financial Statements (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated deficit | $ (174,632) | $ (128,040) | |
Compensation expense | 18,438 | 4,343 | |
Interest, fines an penalties | 1,461 | 1,188 | |
Selling, general and administration expenses | 40,287 | 13,518 | |
Effect of Restatement on Previously Filed [Member] | |||
Accumulated deficit | 16,906 | ||
Compensation expense | 8,767 | 8,767 | |
Interest, fines an penalties | 614 | 614 | |
Selling, general and administration expenses | 476 | 476 | |
Professional fees | |||
Directors fees | $ 165 | $ 165 | |
Effect of Restatement on Previously Filed [Member] | Unbilled Revenues [Member] | |||
Accumulated deficit | $ 6,840 |
Restatement of Consolidated F_4
Restatement of Consolidated Financial Statements - Schedule of Effect of Restatement on Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||||
Dec. 31, 2016 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Cash and cash equivalents | $ 12,170 | $ 15,642 | $ 12,170 | $ 15,642 | $ 12,170 | |||||||||||
Accounts receivable, net | 74,048 | 61,699 | 74,048 | 61,699 | 74,048 | |||||||||||
Costs and estimated earnings in excess of billings on uncompleted contract | 5,974 | 5,286 | 5,974 | 5,286 | 5,974 | |||||||||||
Other current assets | 3,994 | 6,283 | 3,994 | 6,283 | 3,994 | |||||||||||
Total current assets | 96,186 | 88,910 | 96,186 | 88,910 | 96,186 | |||||||||||
Property and equipment, net | 3,405 | 7,082 | 3,405 | 7,082 | 3,405 | |||||||||||
Intangible assets, net | 19,692 | 27,696 | 19,692 | 27,696 | 19,692 | |||||||||||
Goodwill | 45,007 | 45,007 | 45,007 | 45,007 | 45,007 | |||||||||||
Total assets | 164,290 | 168,695 | 164,290 | 168,695 | 164,290 | |||||||||||
Accounts payable | 77,076 | 43,894 | 77,076 | 43,894 | 77,076 | |||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 34,690 | 37,531 | 34,690 | 37,531 | 34,690 | |||||||||||
Accrued expenses and other current liabilities | 10,350 | 10,188 | 10,350 | 10,188 | 10,350 | |||||||||||
Convertible notes payable, net of original issue discount and deferred financing cost | 4,498 | 2,391 | 4,498 | 2,391 | 4,498 | |||||||||||
Merchant credit agreements | 2,102 | 4,239 | 2,102 | 4,239 | 2,102 | |||||||||||
Notes payable, current portion, net of original issue discount and deferred financing costs | 3,260 | 3,669 | 3,260 | 3,669 | 3,260 | |||||||||||
Notes payable, related parties, current portion | 13,776 | 8,576 | 13,776 | 8,576 | 13,776 | |||||||||||
Debt derivative liabilities | 8,038 | 48,195 | 8,038 | 48,195 | 8,038 | |||||||||||
Warrant derivative liabilities | 3,558 | 16,492 | 3,558 | 16,492 | 3,558 | |||||||||||
Total current liabilities | 191,687 | 175,175 | 191,687 | 175,175 | 191,687 | |||||||||||
Notes payable, non-current portion | 1,268 | 1,830 | 1,268 | 1,830 | 1,268 | |||||||||||
Notes payable, related parties, non-current, net of debt discount | 29,153 | 38,530 | 29,153 | 38,530 | 29,153 | |||||||||||
Senior note payable, non-current portion, net of original issue discount and deferred financing costs | 23,405 | 23,405 | ||||||||||||||
Deferred tax liability | 1,641 | 560 | 1,641 | 560 | 1,641 | |||||||||||
Total liabilities | 223,749 | 239,500 | 223,749 | 239,500 | 223,749 | |||||||||||
Commitments and contingencies (Note18) | ||||||||||||||||
Preferred stock value | ||||||||||||||||
Common stock, $0.001 par value, 100,000,000 shares authorized and 5,620,281 shares issued and outstanding at December 31, 2017 | 12 | 6 | 12 | 6 | 12 | |||||||||||
Additional paid-in capital | 113,881 | 56,979 | 113,881 | 56,979 | 113,881 | |||||||||||
Shares to be issued | 1,280 | 250 | 1,280 | 250 | 1,280 | |||||||||||
Accumulated deficit | (174,632) | (128,040) | (174,632) | (128,040) | (174,632) | |||||||||||
Total stockholders' equity (deficit) | (17,820) | (59,459) | (70,805) | (59,459) | (70,805) | (59,459) | ||||||||||
Total liabilities and stockholders' equity (deficit) | 164,290 | 168,695 | 164,290 | 168,695 | 164,290 | |||||||||||
Revenues, net of discounts | 384,755 | 215,509 | ||||||||||||||
Cost of revenues | 331,868 | 185,152 | ||||||||||||||
Gross profit | 52,887 | 30,357 | ||||||||||||||
Compensation expense | 47,155 | 23,973 | ||||||||||||||
Selling, general and administrative expenses | 40,287 | 13,518 | ||||||||||||||
Amortization of intangible assets | 3,751 | 2,597 | ||||||||||||||
Loss on sale of asset | 13 | (31) | ||||||||||||||
Transaction expenses | 701 | |||||||||||||||
Total operating expenses | 91,180 | 40,820 | ||||||||||||||
Operating loss | (38,293) | (10,463) | ||||||||||||||
Interest expense | (9,067) | (6,309) | ||||||||||||||
Amortization of deferred financing costs and debt discount | 48,248 | 15,079 | ||||||||||||||
Loss on conversion derivative liability | 17,177 | (35,012) | ||||||||||||||
Loss on warrant derivative liability | (11,678) | 357 | ||||||||||||||
Other expense, net | (80) | (707) | ||||||||||||||
Loss on issuance of notes | 5,391 | 24,262 | ||||||||||||||
Extinguishment gain | 35,425 | 666 | ||||||||||||||
Total other expenses, net | (7,213) | (81,060) | ||||||||||||||
Loss before provision for income taxes | (45,506) | (91,523) | ||||||||||||||
Provision for income taxes | 1,086 | 560 | ||||||||||||||
Net loss | (46,592) | (92,083) | 138,675 | |||||||||||||
Preferred stock dividends | (80) | (80) | ||||||||||||||
Net loss attributable to common shareholders | $ (46,672) | $ (92,163) | ||||||||||||||
Loss per common share: Basic and diluted | $ (6.07) | $ (19.38) | ||||||||||||||
Weighted average number of common shares outstanding Basic and diluted | 7,688,796 | 4,756,049 | ||||||||||||||
Depreciation expense | $ 934 | $ 760 | ||||||||||||||
Amortization of intangible assets | 8,004 | 8,976 | ||||||||||||||
Amortization of debt discount and deferred financing costs | 52,259 | 12,914 | ||||||||||||||
Provision for bad debts | (351) | 551 | ||||||||||||||
Loss (gain) on sale of asset | 3,310 | (31) | ||||||||||||||
Late fee on senior debt | 541 | |||||||||||||||
Payment in-kind interest-debt on notes payable | 2,167 | 1,595 | ||||||||||||||
Payment in-kind interest on related party notes payable | 1,730 | 1,310 | ||||||||||||||
Share-based compensation | 18,438 | 4,343 | ||||||||||||||
Common shares issued for convertible note modifications, amendments, redemption agreements and settlements | 805 | 103 | ||||||||||||||
Convertible note issued for consulting expenses | 400 | |||||||||||||||
Loss on issuance of convertible debt | 5,319 | 24,262 | ||||||||||||||
Gain on extinguishment of debt | (35,425) | (666) | ||||||||||||||
(Gain) loss on warrant derivative liabilities | (11,678) | 357 | ||||||||||||||
(Gain) loss on convertible derivative liabilities | (17,177) | 35,012 | ||||||||||||||
Accrued dividends, preferred stock | (80) | (80) | ||||||||||||||
Benefit from deferred income taxes | 1,591 | 560 | ||||||||||||||
Accounts receivable | (11,998) | (46,408) | ||||||||||||||
Cost and estimated earnings in excess of billings on uncompleted contracts | (3,530) | 21,060 | ||||||||||||||
Other current assets | 3,229 | (468) | ||||||||||||||
Accounts payable and accrued liabilities | 36,120 | 31,061 | ||||||||||||||
Due to related party | 25 | (109) | ||||||||||||||
Net cash provided by (used in) operating activities | 17,854 | 3,960 | ||||||||||||||
Net cash paid for Benchmark Builders, Inc. acquisition | (14,834) | |||||||||||||||
Purchase of property and equipment | (631) | (3,736) | ||||||||||||||
Net cash (used in) provided by investing activities | (631) | (18,570) | ||||||||||||||
Proceeds from issuance of convertible notes | 15,226 | 4,095 | ||||||||||||||
Payments on convertible notes | (5,947) | (1,426) | ||||||||||||||
Proceeds from issuance of merchant credit agreements | 17,356 | 5,718 | ||||||||||||||
Payments on merchant credit agreements | (47,545) | (2,624) | ||||||||||||||
Proceeds from issuance of notes payable, net | 650 | 1,400 | ||||||||||||||
Proceeds from issuance of senior note payable, net | 2,115 | 12,695 | ||||||||||||||
Proceeds from issuance of Series C notes | 7,500 | |||||||||||||||
Payments on notes payable – related parties | (420) | |||||||||||||||
Proceeds from sale of common stock | 7,370 | 3,338 | ||||||||||||||
Payment of deferred financing costs | (540) | (521) | ||||||||||||||
Net cash provided by (used in) financing activities | (20,695) | 28,840 | ||||||||||||||
Net change in cash | (3,472) | 14,230 | ||||||||||||||
Cash, beginning of period | $ 15,642 | $ 1,412 | $ 15,642 | $ 1,412 | $ 15,642 | $ 1,412 | 15,642 | 1,412 | 1,412 | |||||||
Cash, end of period | 1,412 | 12,170 | 15,642 | 12,170 | 15,642 | 12,170 | ||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock value | ||||||||||||||||
As Previously Reported [Member] | ||||||||||||||||
Cash and cash equivalents | $ 5,722 | $ 12,884 | 9,638 | 15,642 | $ 3,154 | $ 7,835 | 2 | 12,884 | 7,835 | 5,722 | 3,154 | 15,642 | ||||
Accounts receivable, net | 75,812 | 72,693 | 78,251 | 62,199 | 51,791 | 36,707 | 9,985 | 72,693 | 36,707 | 75,812 | 51,791 | 62,199 | ||||
Costs and estimated earnings in excess of billings on uncompleted contract | 4,362 | 2,206 | 4,552 | 11,226 | 6,773 | 5,966 | 2,206 | 5,966 | 4,362 | 6,773 | 11,226 | |||||
Other current assets | 6,416 | 8,814 | 9,782 | 7,256 | 7,727 | 6,736 | 3,649 | 8,814 | 6,736 | 6,416 | 7,727 | 7,256 | ||||
Total current assets | 92,312 | 96,597 | 102,223 | 96,323 | 69,445 | 57,244 | 13,636 | 96,597 | 57,244 | 92,312 | 69,445 | 96,323 | ||||
Property and equipment, net | 9,956 | 9,165 | 8,121 | 7,955 | 7,101 | 5,556 | 4,300 | 9,165 | 5,556 | 9,956 | 7,101 | 7,955 | ||||
Intangible assets, net | 20,937 | 23,190 | 25,443 | 27,696 | 26,306 | 29,320 | 23,190 | 29,320 | 20,937 | 26,306 | 27,696 | |||||
Goodwill | 35,672 | 35,672 | 35,672 | 35,672 | 46,922 | 46,922 | 35,672 | 46,922 | 35,672 | 46,922 | 35,672 | |||||
Total assets | 158,877 | 164,624 | 171,459 | 167,646 | 149,774 | 139,042 | 17,936 | 164,624 | 139,042 | 158,877 | 149,774 | 167,646 | ||||
Accounts payable | 29,307 | 40,175 | 46,095 | 35,134 | 33,531 | 22,255 | 2,332 | 40,175 | 22,255 | 29,307 | 33,531 | 35,134 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 27,984 | 21,754 | 18,516 | 30,304 | 7,378 | 15,380 | 21,754 | 15,380 | 27,984 | 7,378 | 30,304 | |||||
Accrued expenses and other current liabilities | 9,160 | 7,141 | 7,259 | 9,973 | 9,931 | 6,609 | 3,508 | 7,141 | 6,609 | 9,160 | 9,931 | 9,973 | ||||
Convertible notes payable, net of original issue discount and deferred financing cost | ||||||||||||||||
Merchant credit agreements | ||||||||||||||||
Notes payable, current portion, net of original issue discount and deferred financing costs | 17,474 | 14,343 | 10,182 | 10,488 | 14,022 | 12,012 | 5,431 | 14,343 | 12,012 | 17,474 | 14,022 | 10,488 | ||||
Notes payable, related parties, current portion | 18,334 | 19,173 | 7,603 | 8,526 | 791 | 791 | 791 | 19,173 | 791 | 18,334 | 791 | 8,526 | ||||
Debt derivative liabilities | ||||||||||||||||
Warrant derivative liabilities | 303 | 2,336 | 3,357 | 2,336 | 303 | |||||||||||
Total current liabilities | 133,437 | 131,336 | 89,683 | 94,425 | 66,299 | 59,537 | 15,609 | 131,336 | 59,537 | 133,437 | 66,299 | 94,425 | ||||
Notes payable, non-current portion | 1,414 | 1,617 | 1,934 | 1,955 | 46,899 | 46,981 | 7,300 | 1,617 | 46,981 | 1,414 | 46,899 | 1,955 | ||||
Notes payable, related parties, non-current, net of debt discount | 28,463 | 27,775 | 39,523 | 38,530 | 27,775 | 28,463 | 38,530 | |||||||||
Senior note payable, non-current portion, net of original issue discount and deferred financing costs | 26,408 | 24,143 | 20,022 | 19,951 | 5,082 | 19,951 | 20,022 | 24,143 | ||||||||
Deferred tax liability | 1,128 | 1,007 | 1,122 | 560 | 1,007 | 1,128 | 560 | |||||||||
Total liabilities | 164,442 | 161,735 | 158,670 | 159,613 | 133,220 | 126,469 | 27,991 | 161,735 | 126,469 | 164,442 | 133,220 | 159,613 | ||||
Commitments and contingencies (Note18) | ||||||||||||||||
Preferred stock value | ||||||||||||||||
Common stock, $0.001 par value, 100,000,000 shares authorized and 5,620,281 shares issued and outstanding at December 31, 2017 | 8 | 7 | 6 | 6 | 5 | 130 | 88 | 7 | 130 | 8 | 5 | 6 | ||||
Additional paid-in capital | 71,421 | 67,677 | 57,792 | 49,381 | 45,625 | 43,011 | 17,484 | 67,677 | 43,011 | 71,421 | 45,625 | 49,381 | ||||
Shares to be issued | 6,681 | 625 | 75 | 2,201 | 615 | 2,201 | 75 | 625 | ||||||||
Subscriptions receivable | (2,941) | (2,769) | (3,222) | (3,675) | (3,588) | (4,656) | (5,658) | (2,769) | (4,656) | (2,941) | (3,588) | (3,675) | ||||
Accumulated deficit | (74,053) | (62,026) | (48,468) | (38,304) | (25,563) | (28,113) | (23,021) | (62,026) | (28,113) | (74,053) | (25,563) | (38,304) | ||||
Total stockholders' equity (deficit) | (5,565) | 2,889 | 12,789 | 8,033 | 16,554 | 12,573 | (10,492) | 2,889 | 12,573 | (5,565) | 16,554 | 8,033 | ||||
Total liabilities and stockholders' equity (deficit) | 158,877 | 164,624 | 171,459 | 167,646 | 149,774 | 139,042 | 17,936 | 164,624 | 139,042 | 158,877 | 149,774 | 167,646 | ||||
Revenues, net of discounts | 92,224 | 85,145 | 79,083 | 50,697 | 5,086 | 171,511 | 55,783 | 263,735 | 134,866 | 243,409 | ||||||
Cost of revenues | 76,311 | 72,415 | 73,654 | 63,553 | 42,377 | 2,678 | 146,069 | 45,055 | 222,380 | 108,608 | 206,394 | |||||
Gross profit | 15,913 | 11,491 | 15,530 | 8,320 | 2,408 | 25,442 | 10,728 | 41,355 | 26,258 | 37,015 | ||||||
Compensation expense | 9,283 | 6,856 | 5,638 | 5,312 | 4,169 | 1,187 | 12,494 | 5,356 | 21,777 | 10,668 | 19,413 | |||||
Selling, general and administrative expenses | 9,045 | 5,855 | 4,639 | 4,414 | 4,000 | 1,187 | 10,494 | 5,188 | 19,653 | 9,696 | 14,934 | |||||
Amortization of intangible assets | 938 | 938 | 938 | 768 | 589 | 1,876 | 589 | 2,813 | 1,358 | 2,597 | ||||||
Loss on sale of asset | (47) | 33 | 429 | (13) | 472 | 376 | 31 | |||||||||
Transaction expenses | 33 | 93 | 246 | 1,409 | 11 | 125 | 1,419 | 1,666 | 1,666 | |||||||
Total operating expenses | 19,266 | 13,635 | 11,341 | 10,740 | 10,596 | 2,385 | 24,976 | 13,024 | 44,243 | 23,764 | 38,641 | |||||
Operating loss | (3,353) | 150 | 4,790 | (2,276) | 23 | 466 | (2,296) | (2,888) | 2,494 | (1,626) | ||||||
Interest expense | (2,140) | (2,889) | (913) | (1,824) | (1,793) | (734) | (3,802) | (2,527) | (5,942) | (4,351) | (5,819) | |||||
Amortization of deferred financing costs and debt discount | (4,318) | (3,458) | (5,912) | (1,332) | (1,934) | (397) | (9,370) | (2,331) | (13,688) | (3,663) | (6,349) | |||||
Loss on conversion derivative liability | ||||||||||||||||
Loss on warrant derivative liability | 2,033 | 1,021 | (2,200) | (1,179) | 854 | |||||||||||
Other expense, net | (572) | (1,421) | (597) | (7) | 10 | (100) | (1,744) | (46) | (2,316) | (52) | (123) | |||||
Loss on issuance of notes | ||||||||||||||||
Extinguishment gain | (322) | |||||||||||||||
Financing costs | (1,374) | (6,214) | (2,002) | (139) | (563) | (8,812) | (563) | (10,187) | (702) | (5,552) | ||||||
Total other expenses, net | (8,404) | (13,982) | (9,746) | (1,269) | (2,696) | (3,994) | (23,728) | (6,646) | (32,113) | (7,914) | (17,843) | |||||
Loss before provision for income taxes | (11,757) | (13,665) | (9,596) | 3,521 | (4,972) | (3,971) | (23,262) | (8,942) | (35,021) | (5,420) | (19,469) | |||||
Provision for income taxes | 268 | (107) | 568 | 972 | 121 | 460 | 121 | 728 | 1,093 | 560 | ||||||
Net loss | (12,025) | (13,558) | (10,164) | 2,549 | (5,093) | (3,971) | (23,722) | (9,063) | (35,749) | (6,513) | (20,029) | |||||
Preferred stock dividends | (20) | (20) | (20) | (20) | (20) | (20) | (40) | (40) | (60) | (60) | (80) | |||||
Net loss attributable to common shareholders | $ (12,045) | $ (13,578) | $ (10,184) | $ 2,529 | $ (5,113) | $ (3,991) | (23,762) | $ (9,103) | $ (35,809) | $ (6,573) | $ (20,109) | |||||
Loss per common share: Basic and diluted | $ (1.89) | $ (2.26) | $ (2.09) | $ 0.47 | $ (1.02) | $ (1.09) | $ (2.11) | $ (6.36) | $ (1.40) | $ (4.23) | ||||||
Weighted average number of common shares outstanding Basic and diluted | 6,372,775 | 5,997,856 | 4,876,131 | 5,367,208 | 4,989,451 | 3,677,614 | 4,305,814 | 5,630,556 | 4,699,369 | 4,748,563 | ||||||
Depreciation expense | $ 870 | |||||||||||||||
Amortization of intangible assets | 8,976 | |||||||||||||||
Amortization of debt discount and deferred financing costs | 8,010 | |||||||||||||||
Provision for bad debts | 551 | |||||||||||||||
Loss (gain) on sale of asset | 31 | |||||||||||||||
Late fee on senior debt | 541 | |||||||||||||||
Payment in-kind interest-debt on notes payable | 934 | |||||||||||||||
Payment in-kind interest on related party notes payable | 1,310 | |||||||||||||||
Share-based compensation | 1,681 | |||||||||||||||
Common shares issued for convertible note modifications, amendments, redemption agreements and settlements | ||||||||||||||||
Convertible note issued for consulting expenses | ||||||||||||||||
Loss on issuance of convertible debt | ||||||||||||||||
Gain on extinguishment of debt | $ 322 | |||||||||||||||
(Gain) loss on warrant derivative liabilities | ||||||||||||||||
(Gain) loss on convertible derivative liabilities | ||||||||||||||||
Debt financing expense | 531 | |||||||||||||||
Accrued dividends, preferred stock | ||||||||||||||||
Benefit from deferred income taxes | (599) | |||||||||||||||
Accounts receivable | (41,106) | |||||||||||||||
Cost and estimated earnings in excess of billings on uncompleted contracts | 19,078 | |||||||||||||||
Other current assets | 5,888 | |||||||||||||||
Accounts payable and accrued liabilities | 17,463 | |||||||||||||||
Due to related party | ||||||||||||||||
Net cash provided by (used in) operating activities | 4,130 | |||||||||||||||
Net cash paid for Benchmark Builders, Inc. acquisition | (14,834) | |||||||||||||||
Purchase of property and equipment | (5,208) | |||||||||||||||
Net cash (used in) provided by investing activities | (20,042) | |||||||||||||||
Proceeds from issuance of convertible notes | ||||||||||||||||
Payments on convertible notes | ||||||||||||||||
Proceeds from issuance of merchant credit agreements | ||||||||||||||||
Payments on merchant credit agreements | ||||||||||||||||
Proceeds from issuance of notes payable, net | 12,158 | |||||||||||||||
Payments on notes payable | (5,342) | |||||||||||||||
Proceeds from issuance of senior note payable, net | 13,210 | |||||||||||||||
Proceeds from issuance of Series C notes | 7,500 | |||||||||||||||
Payments on notes payable – related parties | (112) | |||||||||||||||
Proceeds from sale of common stock | 3,338 | |||||||||||||||
Payment of deferred financing costs | (610) | |||||||||||||||
Net cash provided by (used in) financing activities | 30,142 | |||||||||||||||
Net change in cash | 14,230 | |||||||||||||||
Cash, beginning of period | 15,642 | $ 1,412 | 15,642 | 1,412 | 15,642 | 1,412 | 15,642 | 1,412 | 1,412 | |||||||
Cash, end of period | 1,412 | 15,642 | 15,642 | |||||||||||||
As Previously Reported [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock value | ||||||||||||||||
As Previously Reported [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock value | ||||||||||||||||
Adjustments [Member] | ||||||||||||||||
Cash and cash equivalents | 2 | 2 | 24 | 2 | 2 | |||||||||||
Accounts receivable, net | (10,179) | (12,779) | (17,166) | (500) | 212 | (1,705) | (5,446) | (12,779) | (1,705) | (10,179) | 212 | (500) | ||||
Costs and estimated earnings in excess of billings on uncompleted contract | (1,434) | 1,023 | (1,107) | (5,940) | 1,035 | (1,313) | 1,023 | (1,313) | (1,434) | 1,035 | (5,940) | |||||
Other current assets | (173) | (1,796) | (273) | (973) | (1,270) | (1,224) | (1,443) | (1,796) | (1,224) | (173) | (1,270) | (973) | ||||
Total current assets | (11,784) | (13,550) | (18,522) | (7,413) | (23) | (4,242) | (6,889) | (13,550) | (4,242) | (11,784) | (23) | (7,413) | ||||
Property and equipment, net | (3,353) | (2,367) | (1,466) | (873) | (130) | (106) | (25) | (2,367) | (106) | (3,353) | (130) | (873) | ||||
Intangible assets, net | ||||||||||||||||
Goodwill | 9,335 | 9,335 | 9,335 | 9,335 | 9,790 | 9,790 | 9,335 | 9,790 | 9,335 | 9,790 | 9,335 | |||||
Total assets | (5,802) | (6,582) | (10,653) | 1,049 | 9,637 | 5,442 | (6,914) | (6,582) | 5,442 | (5,802) | 9,637 | 1,049 | ||||
Accounts payable | (389) | (477) | (366) | 8,760 | 6,103 | 4,005 | (148) | (477) | 4,005 | (389) | 6,103 | 8,760 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 7,881 | 10,498 | 8,588 | 7,227 | 512 | 7,209 | 10,498 | 7,209 | 7,881 | 512 | 7,227 | |||||
Accrued expenses and other current liabilities | 778 | 1,651 | 282 | 215 | 704 | 750 | 784 | 1,651 | 750 | 778 | 704 | 215 | ||||
Convertible notes payable, net of original issue discount and deferred financing cost | 8,186 | 4,591 | 3,548 | 2,391 | 1,818 | 813 | 175 | 4,591 | 813 | 8,186 | 1,818 | 2,391 | ||||
Merchant credit agreements | 4,821 | 2,668 | 2,369 | 4,239 | 482 | 57 | 36 | 2,668 | 57 | 4,821 | 482 | 4,239 | ||||
Notes payable, current portion, net of original issue discount and deferred financing costs | (14,347) | (11,466) | (6,910) | (6,819) | (9,713) | (7,753) | 3,754 | (11,466) | (7,753) | (14,347) | (9,713) | (6,819) | ||||
Notes payable, related parties, current portion | (850) | 50 | 5,087 | 7,293 | 35 | (850) | 7,293 | 5,087 | 50 | |||||||
Debt derivative liabilities | 11,885 | 8,416 | 22,077 | 48,195 | 36,482 | 13,467 | 2,773 | 8,416 | 13,467 | 11,885 | 36,482 | 48,195 | ||||
Warrant derivative liabilities | 11,522 | 26,793 | 29,897 | 16,492 | 14,543 | 24,874 | 5,060 | 26,793 | 24,874 | 11,522 | 14,543 | 16,492 | ||||
Total current liabilities | 30,073 | 41,373 | 85,292 | 80,750 | 55,764 | 50,672 | 12,434 | 41,373 | 50,672 | 30,073 | 55,764 | 80,750 | ||||
Notes payable, non-current portion | (125) | (125) | (45,013) | (44,959) | (5,171) | (44,959) | (45,013) | (125) | ||||||||
Notes payable, related parties, non-current, net of debt discount | 42,500 | 42,500 | 42,500 | 42,500 | ||||||||||||
Senior note payable, non-current portion, net of original issue discount and deferred financing costs | (26,408) | (738) | 3,539 | (238) | (1,113) | (238) | 3,539 | (738) | ||||||||
Deferred tax liability | 513 | (39) | 513 | |||||||||||||
Total liabilities | 30,586 | 41,373 | 58,720 | 79,887 | 56,790 | 47,975 | 6,150 | 41,373 | 47,975 | 30,586 | 56,790 | 79,887 | ||||
Commitments and contingencies (Note18) | ||||||||||||||||
Preferred stock value | ||||||||||||||||
Common stock, $0.001 par value, 100,000,000 shares authorized and 5,620,281 shares issued and outstanding at December 31, 2017 | (115) | (85) | (115) | |||||||||||||
Additional paid-in capital | 21,231 | 8,876 | 8,436 | 7,598 | 8,101 | 7,104 | 6,648 | 8,876 | 7,104 | 21,231 | 8,101 | 7,598 | ||||
Shares to be issued | (375) | (375) | 175 | 550 | 550 | 175 | (375) | |||||||||
Subscriptions receivable | 2,941 | 2,769 | 3,222 | 3,675 | 3,588 | 4,656 | 5,658 | 2,769 | 4,656 | 2,941 | 3,588 | 3,675 | ||||
Accumulated deficit | (60,560) | (59,600) | (80,656) | (89,736) | (59,017) | (54,728) | (25,285) | (59,600) | (54,728) | (60,560) | (59,017) | (89,736) | ||||
Total stockholders' equity (deficit) | (36,388) | (47,955) | (69,373) | (78,838) | (47,153) | (42,533) | (13,064) | (47,955) | (42,533) | (36,388) | (47,153) | (78,838) | ||||
Total liabilities and stockholders' equity (deficit) | (5,802) | (6,582) | (10,653) | 1,049 | 9,637 | 5,442 | (6,914) | (6,582) | 5,442 | (5,802) | 9,637 | 1,049 | ||||
Revenues, net of discounts | (3,387) | 5,308 | 17,744 | (8,116) | 357 | 2,467 | (7,759) | (920) | 9,985 | (27,900) | ||||||
Cost of revenues | (6,170) | (1,966) | 4,569 | 9,498 | (9,051) | 15 | 2,603 | (9,036) | (3,567) | 462 | (21,242) | |||||
Gross profit | 2,783 | 739 | 8,246 | 935 | 342 | (136) | 1,277 | 2,647 | 9,523 | (6,658) | ||||||
Compensation expense | 11,038 | 757 | 224 | 716 | 380 | 3,040 | 981 | 3,420 | 12,019 | 4,136 | 4,560 | |||||
Selling, general and administrative expenses | 656 | 1,075 | 907 | (1,605) | 14 | (198) | 1,982 | (185) | 2,524 | (1,884) | (1,416) | |||||
Amortization of intangible assets | 1 | |||||||||||||||
Loss on sale of asset | (236) | (801) | (8) | (1) | (852) | (14) | (992) | |||||||||
Transaction expenses | (33) | (93) | (1,154) | 189 | (125) | (964) | (965) | (965) | ||||||||
Total operating expenses | 11,694 | 1,799 | 1,038 | (1,125) | (1,561) | 3,023 | 2,837 | 1,419 | 14,530 | 295 | 2,179 | |||||
Operating loss | (8,911) | (299) | 9,371 | 2,496 | (2,681) | (2,973) | (142) | (11,883) | 9,228 | (8,837) | ||||||
Interest expense | (74) | (71) | (122) | (82) | (131) | (123) | (193) | (254) | (267) | (335) | (490) | |||||
Amortization of deferred financing costs and debt discount | (4,059) | (3,685) | (2,215) | (1,569) | (1,743) | (857) | (5,900) | (2,600) | (9,959) | (4,169) | (8,730) | |||||
Loss on conversion derivative liability | (2,627) | 6,313 | 11,759 | (22,133) | 498 | 97 | 18,072 | 595 | 15,445 | (21,539) | (35,012) | |||||
Loss on warrant derivative liability | 14,787 | 2,748 | (13,821) | 10,398 | (8,684) | (2,450) | (11,073) | (11,134) | 3,714 | (736) | (357) | |||||
Other expense, net | 602 | 2,191 | (190) | 301 | (1,390) | 156 | 1,727 | (1,278) | 2,329 | (977) | (584) | |||||
Loss on issuance of notes | (203) | (1,591) | (2,860) | (911) | (23,350) | (3,085) | (4,451) | (23,350) | (4,654) | (24,262) | (24,262) | |||||
Extinguishment gain | (1,485) | 11,607 | 14,823 | 190 | 2,873 | 26,108 | (212) | 24,623 | (21) | 666 | ||||||
Financing costs | 1,374 | 6,214 | 2,002 | 139 | 563 | 8,812 | 563 | 10,187 | 702 | 5,552 | ||||||
Total other expenses, net | 8,315 | 23,726 | 9,376 | (13,667) | (31,927) | (5,699) | 33,102 | (37,670) | 41,418 | (51,337) | (63,217) | |||||
Loss before provision for income taxes | (596) | 21,051 | 9,077 | (4,296) | (29,431) | (8,380) | 30,129 | (37,812) | 29,535 | (42,109) | (72,054) | |||||
Provision for income taxes | 366 | (8) | 1 | (7) | 359 | 1 | ||||||||||
Net loss | (962) | 12,759 | 4,677 | (4,297) | (29,431) | (8,380) | 30,136 | (38,812) | 29,176 | (42,110) | (72,054) | |||||
Preferred stock dividends | ||||||||||||||||
Net loss attributable to common shareholders | $ (962) | $ 12,759 | $ 9,077 | $ (4,297) | $ (29,431) | $ (8,380) | 30,136 | $ (38,812) | $ 29,176 | $ (42,110) | $ (72,054) | |||||
Loss per common share: Basic and diluted | $ (0.12) | $ 1.93 | $ 1.55 | $ (0.80) | $ (6.15) | $ (2.53) | $ (9.33) | $ 4.33 | $ (9.36) | $ (15.15) | ||||||
Weighted average number of common shares outstanding Basic and diluted | 7,745,537 | 6,601,685 | 5,851,288 | 5,367,966 | 4,787,556 | 3,312,373 | 4,054,039 | 6,739,775 | 4,496,828 | 4,756,049 | ||||||
Depreciation expense | $ (110) | |||||||||||||||
Amortization of intangible assets | ||||||||||||||||
Amortization of debt discount and deferred financing costs | 4,904 | |||||||||||||||
Provision for bad debts | ||||||||||||||||
Loss (gain) on sale of asset | (62) | |||||||||||||||
Late fee on senior debt | ||||||||||||||||
Payment in-kind interest-debt on notes payable | 661 | |||||||||||||||
Payment in-kind interest on related party notes payable | ||||||||||||||||
Share-based compensation | 2,662 | |||||||||||||||
Common shares issued for convertible note modifications, amendments, redemption agreements and settlements | 103 | |||||||||||||||
Convertible note issued for consulting expenses | 400 | |||||||||||||||
Loss on issuance of convertible debt | 24,262 | |||||||||||||||
Gain on extinguishment of debt | $ 1,485 | $ (11,607) | $ (14,823) | $ (190) | $ (2,873) | (26,108) | $ 212 | $ (24,623) | $ 21 | (666) | ||||||
(Gain) loss on warrant derivative liabilities | 357 | |||||||||||||||
(Gain) loss on convertible derivative liabilities | 35,012 | |||||||||||||||
Debt financing expense | (531) | |||||||||||||||
Accrued dividends, preferred stock | (80) | |||||||||||||||
Benefit from deferred income taxes | 1,159 | |||||||||||||||
Accounts receivable | (5,302) | |||||||||||||||
Cost and estimated earnings in excess of billings on uncompleted contracts | 1,982 | |||||||||||||||
Other current assets | (6,356) | |||||||||||||||
Accounts payable and accrued liabilities | 13,598 | |||||||||||||||
Due to related party | (109) | |||||||||||||||
Net cash provided by (used in) operating activities | (170) | |||||||||||||||
Net cash paid for Benchmark Builders, Inc. acquisition | ||||||||||||||||
Purchase of property and equipment | 1,472 | |||||||||||||||
Net cash (used in) provided by investing activities | 1,472 | |||||||||||||||
Proceeds from issuance of convertible notes | 4,095 | |||||||||||||||
Payments on convertible notes | (1,426) | |||||||||||||||
Proceeds from issuance of merchant credit agreements | 5,718 | |||||||||||||||
Payments on merchant credit agreements | (2,624) | |||||||||||||||
Proceeds from issuance of notes payable, net | (10,758) | |||||||||||||||
Payments on notes payable | 4,007 | |||||||||||||||
Proceeds from issuance of senior note payable, net | (515) | |||||||||||||||
Proceeds from issuance of Series C notes | ||||||||||||||||
Payments on notes payable – related parties | 112 | |||||||||||||||
Proceeds from sale of common stock | ||||||||||||||||
Payment of deferred financing costs | 89 | |||||||||||||||
Net cash provided by (used in) financing activities | (1,302) | |||||||||||||||
Net change in cash | ||||||||||||||||
Cash, beginning of period | ||||||||||||||||
Cash, end of period | ||||||||||||||||
Adjustments [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock value | ||||||||||||||||
Adjustments [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock value | ||||||||||||||||
Adjustments [Member] | Series G Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock value | ||||||||||||||||
As Restated [Member] | ||||||||||||||||
Cash and cash equivalents | 5,724 | 12,886 | 9,662 | 15,642 | 3,154 | 7,835 | 2 | 12,886 | 7,835 | 5,724 | 3,154 | 15,642 | ||||
Accounts receivable, net | 65,633 | 59,914 | 61,085 | 61,699 | 52,003 | 35,002 | 4,539 | 59,914 | 35,002 | 65,633 | 52,003 | 61,699 | ||||
Costs and estimated earnings in excess of billings on uncompleted contract | 2,928 | 3,229 | 3,445 | 5,286 | 7,808 | 4,653 | 3,229 | 4,653 | 2,928 | 7,808 | 5,286 | |||||
Other current assets | 6,243 | 7,018 | 9,509 | 6,283 | 6,457 | 5,512 | 2,206 | 7,018 | 5,512 | 6,243 | 6,457 | 6,283 | ||||
Total current assets | 80,528 | 83,047 | 83,701 | 88,910 | 69,422 | 53,002 | 6,747 | 83,047 | 53,002 | 80,528 | 69,422 | 88,910 | ||||
Property and equipment, net | 6,603 | 6,798 | 6,655 | 7,082 | 6,971 | 5,450 | 4,275 | 6,798 | 5,450 | 6,603 | 6,971 | 7,082 | ||||
Intangible assets, net | 20,937 | 23,190 | 25,443 | 27,696 | 26,306 | 29,320 | 23,190 | 29,320 | 20,937 | 26,306 | 27,696 | |||||
Goodwill | 45,007 | 45,007 | 45,007 | 45,007 | 56,712 | 56,712 | 45,007 | 56,712 | 45,007 | 56,712 | 45,007 | |||||
Total assets | 153,075 | 158,042 | 160,806 | 168,695 | 159,411 | 144,484 | 11,022 | 158,042 | 144,484 | 153,075 | 159,411 | 168,695 | ||||
Accounts payable | 28,918 | 39,698 | 45,729 | 43,894 | 39,634 | 26,260 | 2,184 | 39,698 | 26,260 | 28,918 | 39,634 | 43,894 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 35,865 | 32,252 | 27,104 | 37,531 | 7,890 | 22,589 | 32,252 | 22,589 | 35,865 | 7,890 | 37,531 | |||||
Accrued expenses and other current liabilities | 9,938 | 8,792 | 7,541 | 10,188 | 10,635 | 7,359 | 4,292 | 8,792 | 7,359 | 9,938 | 10,635 | 10,188 | ||||
Convertible notes payable, net of original issue discount and deferred financing cost | 8,186 | 4,591 | 3,548 | 2,391 | 1,818 | 813 | 175 | 4,591 | 813 | 8,186 | 1,818 | 2,391 | ||||
Merchant credit agreements | 4,821 | 2,668 | 2,369 | 4,239 | 482 | 57 | 36 | 2,668 | 57 | 4,821 | 482 | 4,239 | ||||
Notes payable, current portion, net of original issue discount and deferred financing costs | 3,127 | 2,877 | 3,272 | 3,669 | 4,309 | 4,259 | 9,185 | 2,877 | 4,259 | 3,127 | 4,309 | 3,669 | ||||
Notes payable, related parties, current portion | 18,334 | 18,323 | 7,603 | 8,576 | 5,878 | 8,084 | 826 | 18,323 | 8,084 | 18,334 | 5,878 | 8,576 | ||||
Debt derivative liabilities | 11,885 | 8,416 | 22,077 | 48,195 | 36,482 | 13,467 | 2,773 | 8,416 | 13,467 | 11,885 | 36,482 | 48,195 | ||||
Warrant derivative liabilities | 11,522 | 26,793 | 29,897 | 16,492 | 14,846 | 27,210 | 8,417 | 26,793 | 27,210 | 11,522 | 14,846 | 16,492 | ||||
Total current liabilities | 163,510 | 172,709 | 174,975 | 175,175 | 122,063 | 110,209 | 28,043 | 172,709 | 110,209 | 163,510 | 122,063 | 175,175 | ||||
Notes payable, non-current portion | 1,414 | 1,617 | 1,809 | 1,830 | 1,886 | 2,022 | 2,129 | 1,617 | 2,022 | 1,414 | 1,886 | 1,830 | ||||
Notes payable, related parties, non-current, net of debt discount | 28,463 | 27,775 | 39,523 | 38,530 | 42,500 | 42,500 | 27,775 | 42,500 | 28,463 | 42,500 | 38,530 | |||||
Senior note payable, non-current portion, net of original issue discount and deferred financing costs | 23,405 | 23,561 | 19,713 | 3,969 | 19,713 | 23,561 | 23,405 | |||||||||
Deferred tax liability | 1,641 | 1,007 | 1,083 | 560 | 1,007 | 1,641 | 560 | |||||||||
Total liabilities | 195,028 | 203,108 | 217,390 | 239,500 | 190,010 | 174,444 | 34,141 | 203,108 | 174,444 | 195,028 | 190,010 | 239,500 | ||||
Commitments and contingencies (Note18) | ||||||||||||||||
Preferred stock value | ||||||||||||||||
Common stock, $0.001 par value, 100,000,000 shares authorized and 5,620,281 shares issued and outstanding at December 31, 2017 | 8 | 7 | 6 | 6 | 5 | 15 | 3 | 7 | 15 | 8 | 5 | 6 | ||||
Additional paid-in capital | 92,652 | 76,553 | 66,228 | 56,979 | 53,726 | 50,115 | 24,132 | 76,553 | 50,115 | 92,652 | 53,726 | 56,979 | ||||
Shares to be issued | 6,306 | 250 | 250 | 2,751 | 615 | 2,751 | 250 | 250 | ||||||||
Subscriptions receivable | ||||||||||||||||
Accumulated deficit | (134,613) | (121,626) | (129,124) | (128,040) | (84,580) | (82,841) | (48,306) | (121,626) | (82,841) | (134,613) | (84,580) | (128,040) | ||||
Total stockholders' equity (deficit) | (41,953) | (45,066) | (56,584) | (70,805) | (30,599) | (29,960) | (23,556) | (45,066) | (29,960) | (41,953) | (30,599) | (70,805) | ||||
Total liabilities and stockholders' equity (deficit) | 153,075 | 158,042 | 160,806 | 168,695 | 159,411 | 144,484 | 11,022 | 158,042 | 144,484 | 153,075 | 159,411 | 168,695 | ||||
Revenues, net of discounts | 121,940 | 88,837 | 83,525 | 90,453 | 70,658 | 96,827 | 42,581 | 5,443 | 173,978 | 48,024 | 262,815 | 144,851 | 215,509 | |||
Cost of revenues | 70,141 | 70,449 | 78,223 | 73,051 | 33,326 | 2,693 | 148,672 | 36,019 | 218,813 | 109,070 | 185,152 | |||||
Gross profit | 8,885 | 18,696 | 13,076 | 12,230 | (5,424) | 23,776 | 9,255 | 2,750 | 25,306 | 12,005 | 44,002 | 35,781 | 30,357 | |||
Compensation expense | 20,321 | 7,613 | 5,862 | 6,028 | 4,549 | 4,227 | 13,475 | 8,776 | 33,796 | 14,804 | 23,973 | |||||
Selling, general and administrative expenses | 9,701 | 6,930 | 5,546 | 2,809 | 4,014 | 989 | 12,476 | 5,003 | 22,177 | 7,812 | 13,518 | |||||
Amortization of intangible assets | 938 | 938 | 938 | 768 | 589 | 1,876 | 589 | 2,814 | 1,358 | 2,597 | ||||||
Loss on sale of asset | (47) | 33 | (236) | (372) | (8) | (14) | (380) | (14) | (616) | 31 | ||||||
Transaction expenses | 246 | 255 | 200 | 455 | 701 | 701 | ||||||||||
Total operating expenses | 30,960 | 15,434 | 12,379 | 9,615 | 9,035 | 5,408 | 27,813 | 14,443 | 58,773 | 24,059 | 40,820 | |||||
Operating loss | (23,522) | (12,264) | (2,358) | (149) | (22,185) | 14,161 | 220 | (2,658) | (2,507) | (2,438) | (14,771) | 11,722 | (10,463) | |||
Interest expense | (2,214) | (2,960) | (1,035) | (1,906) | (1,924) | (857) | (3,995) | (2,781) | (6,209) | (4,686) | (6,309) | |||||
Amortization of deferred financing costs and debt discount | (8,377) | (7,143) | (8,127) | (2,901) | (3,677) | (1,254) | (15,270) | (4,931) | (23,647) | (7,832) | 15,079 | |||||
Loss on conversion derivative liability | (2,627) | 6,313 | 11,759 | (22,133) | 498 | 97 | 18,072 | 595 | 15,445 | (21,539) | (35,012) | |||||
Loss on warrant derivative liability | 14,787 | 2,748 | (13,821) | 12,431 | (7,663) | (4,650) | (11,073) | (12,313) | 3,714 | 118 | 357 | |||||
Other expense, net | 30 | 770 | (787) | 294 | (1,380) | 56 | (17) | (1,324) | 13 | (1,029) | (707) | |||||
Loss on issuance of notes | (203) | 11,607 | (2,860) | (911) | (23,350) | (3,085) | (4,451) | (23,350) | (4,654) | (24,262) | (24,262) | |||||
Extinguishment gain | (1,485) | (1,591) | 14,501 | 190 | 26,108 | (212) | 24,623 | (21) | 666 | |||||||
Financing costs | 2,873 | |||||||||||||||
Total other expenses, net | (89) | 9,744 | (370) | (14,936) | (34,623) | (9,693) | 9,374 | (44,316) | 9,285 | (59,251) | (81,060) | |||||
Loss before provision for income taxes | (12,353) | 7,386 | (519) | (775) | (34,403) | (12,351) | 6,867 | (46,754) | 5,486 | (47,529) | (91,523) | |||||
Provision for income taxes | 634 | (115) | 568 | 973 | 121 | 453 | 121 | 1,087 | 1,094 | 560 | ||||||
Net loss | (40,019) | (12,987) | (7,501) | (1,087) | (42,960) | (1,748) | (34,524) | (12,351) | 6,414 | (46,875) | (6,573) | (48,623) | (92,163) | |||
Preferred stock dividends | (20) | (20) | (20) | (20) | (20) | (20) | (20) | (20) | (40) | (40) | (60) | (60) | (80) | |||
Net loss attributable to common shareholders | $ (40,039) | (13,007) | 7,481 | (1,107) | $ (43,480) | $ (1,768) | $ (34,544) | $ (12,371) | 6,374 | $ (46,915) | $ (6,633) | $ (48,683) | $ (92,163) | |||
Loss per common share: Basic and diluted | $ (7.83) | $ (0.33) | $ (7.22) | $ (3.37) | $ (11.57) | $ (0.98) | $ (10.83) | $ (19.38) | ||||||||
Weighted average number of common shares outstanding Basic and diluted | 5,552,429 | 5,367,966 | 4,787,556 | 3,312,373 | 4,054,039 | 6,739,775 | 4,496,828 | 4,756,049 | ||||||||
Depreciation expense | $ 760 | |||||||||||||||
Amortization of intangible assets | 8,976 | |||||||||||||||
Amortization of debt discount and deferred financing costs | 12,914 | |||||||||||||||
Provision for bad debts | 551 | |||||||||||||||
Loss (gain) on sale of asset | (31) | |||||||||||||||
Late fee on senior debt | 541 | |||||||||||||||
Payment in-kind interest-debt on notes payable | 1,595 | |||||||||||||||
Payment in-kind interest on related party notes payable | 1,310 | |||||||||||||||
Share-based compensation | 4,343 | |||||||||||||||
Common shares issued for convertible note modifications, amendments, redemption agreements and settlements | 103 | |||||||||||||||
Convertible note issued for consulting expenses | 400 | |||||||||||||||
Loss on issuance of convertible debt | 24,262 | |||||||||||||||
Gain on extinguishment of debt | 1,485 | 1,591 | (14,501) | $ (190) | (26,108) | $ 212 | $ (24,623) | $ 21 | (666) | |||||||
(Gain) loss on warrant derivative liabilities | 357 | |||||||||||||||
(Gain) loss on convertible derivative liabilities | 35,012 | |||||||||||||||
Debt financing expense | ||||||||||||||||
Accrued dividends, preferred stock | (80) | |||||||||||||||
Benefit from deferred income taxes | 560 | |||||||||||||||
Accounts receivable | (46,408) | |||||||||||||||
Cost and estimated earnings in excess of billings on uncompleted contracts | 21,060 | |||||||||||||||
Other current assets | (468) | |||||||||||||||
Accounts payable and accrued liabilities | 31,061 | |||||||||||||||
Due to related party | (109) | |||||||||||||||
Net cash provided by (used in) operating activities | 3,960 | |||||||||||||||
Net cash paid for Benchmark Builders, Inc. acquisition | (14,834) | |||||||||||||||
Purchase of property and equipment | (3,736) | |||||||||||||||
Net cash (used in) provided by investing activities | (18,570) | |||||||||||||||
Proceeds from issuance of convertible notes | 4,095 | |||||||||||||||
Payments on convertible notes | (1,426) | |||||||||||||||
Proceeds from issuance of merchant credit agreements | 5,718 | |||||||||||||||
Payments on merchant credit agreements | (2,624) | |||||||||||||||
Proceeds from issuance of notes payable, net | 1,400 | |||||||||||||||
Payments on notes payable | (1,335) | |||||||||||||||
Proceeds from issuance of senior note payable, net | 12,695 | |||||||||||||||
Proceeds from issuance of Series C notes | 7,500 | |||||||||||||||
Payments on notes payable – related parties | ||||||||||||||||
Proceeds from sale of common stock | 3,338 | |||||||||||||||
Payment of deferred financing costs | (521) | |||||||||||||||
Net cash provided by (used in) financing activities | 28,840 | |||||||||||||||
Net change in cash | 14,230 | |||||||||||||||
Cash, beginning of period | 15,642 | $ 1,412 | 15,642 | 1,412 | 15,642 | 1,412 | $ 15,642 | 1,412 | $ 1,412 | |||||||
Cash, end of period | $ 1,412 | $ 15,642 | 15,642 | |||||||||||||
As Restated [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock value | ||||||||||||||||
As Restated [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock value | ||||||||||||||||
As Restated [Member] | Series G Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock value |
Restatement of Consolidated F_5
Restatement of Consolidated Financial Statements - Schedule of Effect of Restatement on Financial Information (Details) (Parenthetical) - $ / shares | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 06, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, shares outstanding | 795 | 2,575 | 795 | |||||||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 200,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 12,286,847 | 8,605,021 | 7,225,158 | 6,136,059 | 5,620,281 | 5,435,083 | 5,208,185 | 3,536,096 | ||
Common stock, shares outstanding | 12,286,847 | 8,605,021 | 7,225,158 | 6,136,059 | 5,620,281 | 5,435,083 | 5,208,185 | 3,536,096 | ||
Series A Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||
Preferred stock, shares authorized | 4,500 | |||||||||
Preferred stock, shares designated | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | ||
Preferred stock, shares issued | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | ||
Preferred stock, shares outstanding | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | ||
Series A-1 Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 1,000 | |||||||||
As Previously Reported [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock, shares issued | 8,605,021 | 7,225,158 | 6,136,059 | 5,620,281 | 5,435,083 | 5,208,185 | 3,536,096 | |||
Common stock, shares outstanding | 8,605,021 | 7,225,158 | 6,136,059 | 5,620,281 | 5,435,083 | 5,208,185 | 3,536,096 | |||
As Previously Reported [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||
Preferred stock, shares designated | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | |||
Preferred stock, shares issued | 500 | 500 | 500 | 500 | 500 | 500 | 500 | |||
Preferred stock, shares outstanding | 500 | 500 | 500 | 500 | 500 | 500 | 500 | |||
As Previously Reported [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 1,000 | |||||||||
Preferred stock, shares designated | 1,000 | |||||||||
Preferred stock, shares issued | 295 | |||||||||
Preferred stock, shares outstanding | 295 | |||||||||
Adjustments [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock, shares issued | 8,605,021 | 7,225,158 | 6,136,059 | 5,620,281 | 5,435,083 | 5,208,185 | 3,536,096 | |||
Common stock, shares outstanding | 8,605,021 | 7,225,158 | 6,136,059 | 5,620,281 | 5,435,083 | 5,208,185 | 3,536,096 | |||
Adjustments [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||
Preferred stock, shares designated | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | |||
Preferred stock, shares issued | 500 | 500 | 500 | 500 | 500 | 500 | 500 | |||
Preferred stock, shares outstanding | 500 | 500 | 500 | 500 | 500 | 500 | 500 | |||
Adjustments [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 1,000 | |||||||||
Preferred stock, shares designated | 1,000 | |||||||||
Preferred stock, shares issued | 295 | |||||||||
Preferred stock, shares outstanding | 295 | |||||||||
As Restated [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 0.01 | |||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||
Preferred stock, shares outstanding | 795 | |||||||||
Common stock, par or stated value per share | $ 0.001 | |||||||||
Common stock, shares authorized | 100,000,000 | |||||||||
Common stock, shares issued | 5,620,281 | |||||||||
Common stock, shares outstanding | 5,620,281 | |||||||||
As Restated [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 1,000 | |||||||||
Preferred stock, shares designated | 4,500 | |||||||||
Preferred stock, shares issued | 500 | |||||||||
Preferred stock, shares outstanding | 500 | |||||||||
As Restated [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 1,000 | |||||||||
Preferred stock, shares designated | 1,000 | |||||||||
Preferred stock, shares issued | 295 | |||||||||
Preferred stock, shares outstanding | 295 |
Summary of Significant Polici_4
Summary of Significant Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Jan. 02, 2018 | |
Material capitalized mobilization costs | |||
Excess of federal insured limit amount | 250 | ||
Advertising costs | |||
Union Agreements [Member] | |||
Concentration risk, percentage | 21.00% | ||
Agreement expiration term description | These agreements are renegotiated when their terms expire between 2020 and 2021. | ||
Union Agreement [Member] | |||
Concentration risk, percentage | 17.00% |
Summary of Significant Polici_5
Summary of Significant Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share Basic And Diluted [Line Items] | ||
Total potentially dilutive shares | 24,772,522 | 4,231,731 |
Series A Convertible Preferred Stock [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Total potentially dilutive shares | 2,395,830 | 1,146,797 |
Series A-1 Convertible Preferred Stock [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Total potentially dilutive shares | 767,040 | 727,703 |
Series G Convertible Preferred Stock [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Total potentially dilutive shares | 178,000 | |
Convertible Notes [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Total potentially dilutive shares | 21,303,158 | 1,847,057 |
Common Stock Warrants [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Total potentially dilutive shares | 287,484 | 330,856 |
Options [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Total potentially dilutive shares | 19,010 | 1,318 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revenue Recognition [Abstract] | |
Revenue recognized from contract with customers | |
Revenue remaining performance obligation | $ 132,523 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Total | $ 384,755 |
Infrastructure [Member] | |
Total | 383,778 |
Technology [Member] | |
Total | $ 977 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Contract with Customer, Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 02, 2018 |
Revenue Recognition [Abstract] | ||
Trade receivables | $ 74,048 | $ 61,699 |
Contract assets | 5,974 | 5,286 |
Contract liabilities | $ 45,166 | $ 46,254 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) $ in Thousands | Apr. 20, 2017 | Apr. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business combination goodwill | $ 45,007 | $ 45,007 | |||
Adjustment of amortization expense | $ 8,004 | 8,976 | |||
Benchmark [Member] | |||||
Business combination goodwill | $ 45,007 | $ 45,007 | |||
Amortized period | 15 years | ||||
Business combination revenues | 201,681 | ||||
Business combination net income | $ 15,315 | ||||
Adjustment of amortization expense | 8,976 | ||||
Business combination transaction costs | $ 701 | ||||
Stock Purchase Agreement [Member] | Benchmark [Member] | |||||
Cash consideration | $ 17,250 | ||||
Common stock fair value | 1,069,538 | ||||
Value of common stock issued for acquisition | $ 21,658 | ||||
Stock Purchase Agreement Amendment [Member] | Lateral Investment Management [Member] | |||||
Cash consideration | $ 10,110 | ||||
Debt maturity date | Mar. 31, 2019 | ||||
Stock Purchase Agreement Amendment [Member] | Series A Notes [Member] | |||||
Cash consideration | $ 12,500 | ||||
Debt maturity date | Apr. 20, 2019 | ||||
Stock Purchase Agreement Amendment [Member] | Series B Notes [Member] | |||||
Cash consideration | $ 30,000 | ||||
Debt maturity date | Apr. 20, 2020 | ||||
Stock Purchase Agreement Amendment [Member] | Series C Notes [Member] | |||||
Cash consideration | $ 7,500 | ||||
Debt maturity date | Oct. 20, 2018 |
Acquisitions - Summary of Consi
Acquisitions - Summary of Consideration for Acquisition of Benchmark (Details) - Benchmark Acquisition [Member] $ in Thousands | Apr. 20, 2017USD ($) | |
Merger consideration | $ 74,245 | |
Less: Receivable from Benchmark | (500) | |
Cash Consideration [Member] | ||
Merger consideration | 17,250 | |
Shares of Common Stock [Member] | ||
Merger consideration | 21,658 | |
Series A Notes [Member] | ||
Merger consideration | 11,263 | [1] |
Series B Notes [Member] | ||
Merger consideration | $ 24,574 | [1] |
[1] | Series A and B notes were recorded at fair value. |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Apr. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill | $ 45,007 | $ 45,007 | ||
Benchmark Acquisition [Member] | ||||
Cash | $ 2,416 | |||
Accounts receivable | 20,577 | |||
Costs and estimated earnings in excess of billings on uncompleted contracts | 3,870 | |||
Other current assets | 4,235 | |||
Property and equipment | 47 | |||
Total identifiable assets acquired | 31,145 | |||
Contracts in progress | 10,632 | |||
Trademarks and tradenames | 2,749 | |||
Customer relationships | 22,743 | |||
Non-compete | 548 | |||
Total fair value of identified intangible assets | 36,672 | |||
Goodwill | 45,007 | |||
Total Assets Acquired | 112,824 | |||
Accounts payable | 20,098 | |||
Billings in excess of costs and estimated earnings on uncompleted contract | 16,303 | |||
Accrued expenses and other current liabilities | 2,178 | |||
Total liabilities assumed | 38,579 | |||
Total consideration transferred | $ 74,245 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisition Unaudited Pro Forma Information (Details) - 2017 Supplemental Pro Forma From January 1, 2017 Through December 30, 2017 [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Revenue | $ 250,700 |
Net Loss | $ (103,596) |
Loss Per Share | $ / shares | $ (21.77) |
Weighted Average Shares | shares | 4,756,049 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Uncompleted contracts | $ 44,227 | $ 36,464 |
Completed contracts | 13,184 | 13,865 |
Unbilled receivable | 16,957 | 12,040 |
Allowance for doubtful accounts | (320) | (670) |
Accounts receivable, net | $ 74,048 | $ 61,699 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Notes receivables, promissory note | $ 885 | |
Prepaid insurance | 625 | 1,398 |
Prepaid city and state taxes | 1,858 | 2,318 |
Prepaid contract costs for work in process | 84 | |
Prepaid operating expenses | 626 | 2,483 |
Other current assets | $ 3,994 | $ 6,283 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 934 | $ 760 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,858 | $ 8,766 |
Less: accumulated depreciation | (2,453) | (1,684) |
Property, plant and equipment, net | 3,405 | 7,082 |
Assets Held Under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | (575) | (438) |
Property, plant and equipment, net | 800 | 1,110 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,598 | 1,686 |
Machinery and Equipment [Member] | Assets Held Under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,375 | 1,548 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 6 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 8 years | |
Vehicles and Trailers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,276 | 2,276 |
Vehicles and Trailers [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 7 years | |
Vehicles and Trailers [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 10 years | |
Network Services Platform [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 5 years | |
Property, plant and equipment, gross | 3,438 | |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,281 | 1,150 |
Computer Equipment and Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 2 years | |
Computer Equipment and Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 647 | 183 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 2 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 56 | $ 33 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 2 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 5 years |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill | $ 45,007 | $ 45,007 | |
Amortization expenses | 3,751 | 2,597 | |
Operating Expense [Member] | |||
Amortization expenses | 8,004 | 8,976 | |
Cost of Revenues [Member] | |||
Amortization expenses | $ 4,253 | $ 6,379 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 45,007 | |
Acquisition | 45,007 | |
Ending balance | $ 45,007 | $ 45,007 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net Carrying Amount | $ 19,692 | |
Definite-lived Intangible Assets [Member] | ||
Gross Carrying Amount | 36,672 | $ 36,672 |
Accumulated Amortization | 16,980 | 8,976 |
Net Carrying Amount | $ 19,692 | $ 27,696 |
Contracts in Progress [Member] | ||
Weighted average remaining useful life (months) | 0 (Months) | 9.7 (Months) |
Contracts in Progress [Member] | Definite-lived Intangible Assets [Member] | ||
Gross Carrying Amount | $ 10,632 | $ 10,632 |
Accumulated Amortization | 10,632 | 6,379 |
Net Carrying Amount | $ 4,253 | |
Trademarks and Tradenames [Member] | ||
Weighted average remaining useful life (months) | 63.7 (Months) | 75.7 (Months) |
Trademarks and Tradenames [Member] | Definite-lived Intangible Assets [Member] | ||
Gross Carrying Amount | $ 2,749 | $ 2,749 |
Accumulated Amortization | 665 | 272 |
Net Carrying Amount | $ 2,084 | $ 2,477 |
Customer Relationships [Member] | ||
Weighted average remaining useful life (months) | 63.7 (Months) | 75.7 (Months) |
Customer Relationships [Member] | Definite-lived Intangible Assets [Member] | ||
Gross Carrying Amount | $ 22,743 | $ 22,743 |
Accumulated Amortization | 5,497 | 2,247 |
Net Carrying Amount | $ 17,246 | $ 20,496 |
Non-compete [Member] | ||
Weighted average remaining useful life (months) | 39.7 (Months) | 51.7 (Months) |
Non-compete [Member] | Definite-lived Intangible Assets [Member] | ||
Gross Carrying Amount | $ 548 | $ 548 |
Accumulated Amortization | 186 | 78 |
Net Carrying Amount | $ 362 | $ 470 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Future Amortization Expenses (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 | $ 3,751 |
2020 | 3,751 |
2021 | 3,751 |
2022 | 3,675 |
2023 | 3,642 |
Thereafter | 1,122 |
Total | $ 19,692 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |||
Accrued interest payable | [1] | $ 1,673 | $ 2,456 |
Accrued dividends payable | 690 | 610 | |
Accrued compensation expense | [2] | 3,942 | 4,264 |
Accrued bonuses | 3,939 | 2,587 | |
Accrued taxes payable | 76 | 182 | |
Other accrued expense | 30 | 89 | |
Accrued expenses, current | $ 10,350 | $ 10,188 | |
[1] | Accrued interest payable as of December 31, 2018 and 2017 includes $1,461 and $1,188, respectively, of estimated penalties and interest associated with prior period unpaid payroll taxes. | ||
[2] | Accrued compensation includes $1,868 in both December 31, 2018 and 2017, associated with prior period unpaid payroll taxes. |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Payables and Accruals [Abstract] | ||
Estimated penalties and interest | $ 1,461 | $ 1,188 |
Accrued payroll taxes | $ 1,868 | $ 1,868 |
Merchant Account Agreements (De
Merchant Account Agreements (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Original issuance discount | $ 42,929 | $ 47,106 |
Amortization of deferred financing costs and debt discounts | 48,248 | 15,079 |
65 Merchant Account Agreements [Member] | ||
Short term borrowings | 70,947 | |
Original issuance discount | 25,126 | |
Deferred finance costs | 6,914 | |
Amortization of deferred financing costs and debt discounts | 30,008 | 401 |
18 Merchant Account Agreements [Member] | ||
Short term borrowings | 11,228 | |
Original issuance discount | 6,746 | |
Deferred finance costs | $ 2,380 | |
24 Merchant Account Agreements [Member] | ||
Short term borrowings | 11,632 | |
Original issuance discount | 3,549 | |
Deferred finance costs | 672 | |
12 Merchant Account Agreements [Member] | ||
Short term borrowings | 7,315 | |
Original issuance discount | 2,576 | |
Deferred finance costs | $ 500 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Aug. 31, 2018 | Feb. 28, 2018 | May 31, 2017 | Feb. 28, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 05, 2019 | Aug. 17, 2019 | May 10, 2018 | |
Convertible notes payable borrowing amount | $ 15,226 | $ 4,095 | |||||||
Original issuance discount | 42,929 | 47,106 | |||||||
Repayments of convertible notes, in cash | 5,947 | 1,426 | |||||||
Convertible notes payable, outstanding | $ 2,315 | $ 525 | $ 275 | ||||||
Aggregate amortization of debt discounts and deferred financing costs | 48,248 | 15,079 | |||||||
Gain on extinguishment of debt | 35,425 | 666 | |||||||
Fair value of warrants | (11,678) | 357 | |||||||
39 Convertible Note Payable [Member] | |||||||||
Convertible notes payable borrowing amount | 17,307 | ||||||||
Original issuance discount | 1,556 | ||||||||
Deferred financing costs | $ 526 | ||||||||
Number of shares issued, shares | 198,746 | ||||||||
Number of shares issued, values | $ 2,563 | ||||||||
Repayments of convertible notes, in cash | $ 5,231 | ||||||||
Debt conversion converted instrument shares | 1,889,144 | ||||||||
Value of converted shares | $ 6,668 | ||||||||
Accrued interest | 242 | ||||||||
25 Convertible Note Payable [Member] | |||||||||
Deferred financing costs | 4,544 | ||||||||
Convertible notes payable, outstanding | 9,042 | ||||||||
Aggregate amortization of debt discounts and deferred financing costs | $ 17,304 | ||||||||
25 Convertible Note Payable [Member] | Minimum [Member] | |||||||||
Debt, interest rate percentage | 4.00% | ||||||||
Debt instrument term | 6 months | ||||||||
Debt instrument conversion rates | 50.00% | ||||||||
25 Convertible Note Payable [Member] | Maximum [Member] | |||||||||
Debt, interest rate percentage | 12.00% | ||||||||
Debt instrument term | 1 year | ||||||||
Debt instrument conversion rates | 75.00% | ||||||||
Convertible Notes Payable [Member] | |||||||||
Original issuance discount | $ 4,544 | 814 | |||||||
Convertible notes payable, outstanding | $ 556 | $ 900 | |||||||
Increase in debt pricipal value | $ 44 | $ 150 | |||||||
Debt instrument description | The holder's sale of the Company's common stock to 10% of the average daily share trading volume. | The Company entered into a second amendment to the convertible promissory notes extending the maturity date another 89 days in exchange for imposing a floor price of no less than 50% of the closing trade price of the Company's common stock and a cash payment right to elect to pay conversion notices in cash, for a 10% cash payment premium. | |||||||
Cash payment premium, percentage | 10.00% | ||||||||
Recognized derivative liability | $ 99 | ||||||||
Gain on extinguishment of debt | $ 408 | ||||||||
29 Convertible Note Payable [Member] | |||||||||
Convertible notes payable borrowing amount | 5,153 | ||||||||
Original issuance discount | 543 | ||||||||
Deferred financing costs | $ 115 | ||||||||
Number of shares issued, shares | 27,970 | ||||||||
Number of shares issued, values | $ 418 | ||||||||
Repayments of convertible notes, in cash | 1,426 | ||||||||
Accrued interest | 11 | ||||||||
Convertible notes payable, outstanding | $ 643 | ||||||||
Number of warrants granted to purchase common shares | 250,771 | ||||||||
Fair value of warrants | $ 11,642 | ||||||||
14 Convertible Note Payable [Member] | |||||||||
Original issuance discount | $ 11 | ||||||||
Deferred financing costs | 814 | ||||||||
Number of shares issued, shares | 2,000 | ||||||||
Number of shares issued, values | $ 42 | ||||||||
Repayments of convertible notes, in cash | 50 | ||||||||
Debt conversion converted instrument shares | 2,000 | ||||||||
Value of converted shares | 50 | $ 35 | |||||||
Convertible notes payable, outstanding | 3,205 | ||||||||
Aggregate amortization of debt discounts and deferred financing costs | $ 564 | ||||||||
Increase in debt pricipal value | 137 | ||||||||
Gain on extinguishment of debt | $ 199 | ||||||||
14 Convertible Note Payable [Member] | Minimum [Member] | |||||||||
Debt, interest rate percentage | 4.00% | ||||||||
Debt instrument term | 3 months | ||||||||
Debt instrument conversion rates | 50.00% | ||||||||
14 Convertible Note Payable [Member] | Maximum [Member] | |||||||||
Debt, interest rate percentage | 12.00% | ||||||||
Debt instrument term | 3 years | ||||||||
Debt instrument conversion rates | 80.00% |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Outstanding Convertible Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Less: Unamortized discount | $ (42,929) | $ (47,106) |
Convertible note payable, net | 4,498 | 2,391 |
Note 1 [Member] | ||
Convertible note payable, gross | 365 | |
Note 2 [Member] | ||
Convertible note payable, gross | 800 | |
Note 3 [Member] | ||
Convertible note payable, gross | 310 | |
Note 4 [Member] | ||
Convertible note payable, gross | 211 | |
Note 5 [Member] | ||
Convertible note payable, gross | 165 | |
Note 6 [Member] | ||
Convertible note payable, gross | 263 | |
Note 7 [Member] | ||
Convertible note payable, gross | 525 | |
Note 8 [Member] | ||
Convertible note payable, gross | 315 | |
Note 9 [Member] | ||
Convertible note payable, gross | 211 | |
Note 10 [Member] | ||
Convertible note payable, gross | 660 | |
Note 11 [Member] | ||
Convertible note payable, gross | 525 | |
Note 12 [Member] | ||
Convertible note payable, gross | 525 | |
Note 13 [Member] | ||
Convertible note payable, gross | 158 | |
Note 14 [Member] | ||
Convertible note payable, gross | 130 | |
Note 15 [Member] | ||
Convertible note payable, gross | 211 | |
Note 16 [Member] | ||
Convertible note payable, gross | 100 | |
Note 17 [Member] | ||
Convertible note payable, gross | 1,070 | |
Note 18 [Member] | ||
Convertible note payable, gross | 1,070 | |
Note 19 [Member] | ||
Convertible note payable, gross | 281 | |
Note 20 [Member] | ||
Convertible note payable, gross | 168 | |
Note 21 [Member] | ||
Convertible note payable, gross | 168 | |
Note 22 [Member] | ||
Convertible note payable, gross | 281 | |
Note 23 [Member] | ||
Convertible note payable, gross | 168 | |
Note 24 [Member] | ||
Convertible note payable, gross | 321 | |
Note 25 [Member] | ||
Convertible note payable, gross | 41 | |
Note 26 [Member] | ||
Convertible note payable, gross | 448 | |
Note 27 [Member] | ||
Convertible note payable, gross | 316 | |
Note 28 [Member] | ||
Convertible note payable, gross | 95 | |
Note 29 [Member] | ||
Convertible note payable, gross | 805 | |
Note 30 [Member] | ||
Convertible note payable, gross | 585 | |
Note 31 [Member] | ||
Convertible note payable, gross | 113 | |
Note 32 [Member] | ||
Convertible note payable, gross | 144 | |
Note 33 [Member] | ||
Convertible note payable, gross | 144 | |
Note 34 [Member] | ||
Convertible note payable, gross | 83 | |
Note 35 [Member] | ||
Convertible note payable, gross | 56 | |
Note 36 [Member] | ||
Convertible note payable, gross | 125 | |
Note 37 [Member] | ||
Convertible note payable, gross | 128 | |
Note 38 [Member] | ||
Convertible note payable, gross | 110 | |
Note 39 [Member] | ||
Convertible note payable, gross | 53 | |
Convertible Notes Payable [Member] | ||
Convertible note payable, gross | 9,042 | 3,205 |
Less: Unamortized discount | (4,544) | (814) |
Convertible note payable, net | $ 4,498 | $ 2,391 |
Notes and Capital Leases Paya_3
Notes and Capital Leases Payable - Schedule of Promissory Notes Outstanding and Other Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Total Notes Payables | $ 4,528 | $ 5,524 |
Less: Original issue discount and deferred financing costs | (25) | |
Notes payable, net of original issue discount and deferred financing costs | 4,528 | 5,499 |
Less: Current portion | (3,260) | (3,669) |
Total Notes non-current portion | 1,268 | 1,830 |
Notes Payable Bearing Interest [Member] | ||
Total Notes Payables | 3,019 | 3,404 |
Obligations Under Capital Leases [Member] | ||
Total Notes Payables | 320 | 695 |
Various Equipment Notes [Member] | ||
Total Notes Payables | $ 1,189 | $ 1,425 |
Notes and Capital Leases Paya_4
Notes and Capital Leases Payable - Schedule of Promissory Notes Outstanding and Other Notes Payable (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Notes Payable Bearing Interest [Member] | ||
Debt instrument, terms | Terms range from 3 to 36 months | Terms range from 3 to 36 months |
Notes Payable Bearing Interest [Member] | Minimum [Member] | ||
Debt, interest rate percentage | 4.00% | 4.00% |
Notes Payable Bearing Interest [Member] | Maximum [Member] | ||
Debt, interest rate percentage | 12.00% | 12.00% |
Obligations Under Capital Leases [Member] | ||
Debt instrument, terms | Terms range from 48 to 60 months. | Terms range from 48 to 60 months. |
Obligations Under Capital Leases [Member] | Minimum [Member] | ||
Debt, interest rate percentage | 4.10% | 4.10% |
Obligations Under Capital Leases [Member] | Maximum [Member] | ||
Debt, interest rate percentage | 8.20% | 8.20% |
Various Equipment Notes [Member] | ||
Debt instrument, terms | Terms range from 30 to 72 months | Terms range from 30 to 72 months |
Various Equipment Notes [Member] | Minimum [Member] | ||
Debt, interest rate percentage | 2.00% | 2.00% |
Various Equipment Notes [Member] | Maximum [Member] | ||
Debt, interest rate percentage | 41.00% | 41.00% |
Notes and Capital Leases Paya_5
Notes and Capital Leases Payable - Schedule of Principal Payments for Borrowings (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 3,260 |
2020 | 776 |
2021 | 352 |
2022 | 133 |
2023 | 7 |
Thereafter | |
Total | $ 4,528 |
Senior Debt (Details Narrative)
Senior Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 20, 2017 | Apr. 05, 2016 | Oct. 28, 2015 | Oct. 31, 2018 | Sep. 30, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2017 | Oct. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 05, 2019 | Aug. 17, 2019 | May 10, 2018 | May 15, 2017 | Sep. 30, 2016 | Jun. 30, 2016 |
Original issuance discount | $ 47,106 | $ 42,929 | $ 47,106 | ||||||||||||||||||
Debt instrument, face amount | $ 2,315 | $ 525 | $ 275 | ||||||||||||||||||
Proceeds from issuance of debt | 7,500 | ||||||||||||||||||||
Shares issued during period, values | 5,650 | ||||||||||||||||||||
Payment in Cash Note [Member] | |||||||||||||||||||||
Proceeds from issuance of debt | $ 1,170 | ||||||||||||||||||||
Senior Lender [Member] | |||||||||||||||||||||
Ownership percentage | 5.00% | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Original issuance discount | $ 322 | $ 519 | $ 430 | ||||||||||||||||||
Number of warrants to purchase shares | 93,750 | 150,000 | 100,000 | ||||||||||||||||||
Proceeds from issuance of debt | $ 1,500 | $ 1,000 | |||||||||||||||||||
Exercise price of warrants | $ 20 | $ 10 | $ 10 | ||||||||||||||||||
PIK Provision [Member] | |||||||||||||||||||||
Debt, interest rate percentage | 4.00% | ||||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||
Shares issued during period, shares | 163,441 | ||||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||
Shares issued during period, shares | 391,903 | ||||||||||||||||||||
Senior Credit Facility [Member] | |||||||||||||||||||||
Line of credit | $ 8,000 | ||||||||||||||||||||
Debt, interest rate percentage | 12.00% | 12.00% | 12.00% | ||||||||||||||||||
Shares issued during period, shares | 256,801 | 444,275 | |||||||||||||||||||
Original issuance discount | $ 437 | 130 | $ 219 | $ 103 | $ 110 | $ 4,540 | 4,540 | 4,540 | |||||||||||||
Amortization of debt discount | 0 | 182 | |||||||||||||||||||
Debt instrument, face amount | $ 5,000 | $ 5,000 | |||||||||||||||||||
Debt maturity date | Mar. 31, 2019 | Apr. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | |||||||||||||
Proceeds from issuance of debt | $ 11,480 | $ 1,300 | 2,188 | $ 1,025 | $ 23 | $ 1,600 | $ 1,600 | $ 1,500 | |||||||||||||
Shares issued during period, values | 5,649 | $ 438 | |||||||||||||||||||
Extention fee | $ 480 | 20 | |||||||||||||||||||
Penalty fee | 42 | ||||||||||||||||||||
Deferred finance costs | $ 10 | 2,678 | 2,678 | 2,678 | |||||||||||||||||
Accrued interest | $ 1,949 | ||||||||||||||||||||
Unamortized original issuance discount and deferred finance costs | $ 3,452 | 2,118 | 3,452 | ||||||||||||||||||
Senior Credit Facility [Member] | Payment in Kind (PIK) Note [Member] | |||||||||||||||||||||
Proceeds from issuance of debt | $ 867 | ||||||||||||||||||||
Senior Credit Facility [Member] | Cash Purchase Price [Member] | |||||||||||||||||||||
Debt maturity date | Mar. 31, 2019 | ||||||||||||||||||||
Proceeds from issuance of debt | $ 10,100 | ||||||||||||||||||||
Senior Credit Facility [Member] | Straight-Line Method [Member] | |||||||||||||||||||||
Amortization of debt discount | $ 8,492 | $ 548 |
Senior Debt - Schedule of Senio
Senior Debt - Schedule of Senior Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Total Senior Debt | $ 34,322 | |
Senior Debt [Member] | ||
Senior note payable | 36,441 | 29,475 |
Less: Original issue discount | (1,768) | (4,715) |
Less: Deferred financing cost | (351) | (1,355) |
Total Senior Debt | $ 34,322 | $ 23,405 |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 20, 2017 | Oct. 31, 2018 | Apr. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 05, 2019 | Aug. 17, 2019 | May 10, 2018 | Jul. 11, 2017 | May 05, 2017 | May 16, 2014 | Jan. 23, 2014 |
Debt instrument, face amount | $ 2,315 | $ 525 | $ 275 | |||||||||
Repayments of related party debt | $ 420 | |||||||||||
Payment in Kind (PIK) Note [Member] | ||||||||||||
Repayments of related party debt | $ 4,891 | |||||||||||
Series A Convertible Promissory Notes [Member] | ||||||||||||
Debt instrument, face amount | $ 12,500 | $ 12,500 | ||||||||||
Debt, interest rate percentage | 5.00% | 5.00% | ||||||||||
Interest expense | 695 | 442 | ||||||||||
Debt maturity date | Apr. 20, 2019 | |||||||||||
Conversion price per share | $ 11.88 | $ 11.88 | ||||||||||
Series B Notes [Member] | ||||||||||||
Debt instrument, face amount | $ 30,000 | $ 30,000 | ||||||||||
Debt, interest rate percentage | 3.00% | 3.00% | ||||||||||
Interest expense | 929 | 633 | ||||||||||
Debt maturity date | Apr. 20, 2020 | |||||||||||
Series C Notes [Member] | ||||||||||||
Debt instrument, face amount | $ 7,500 | $ 7,500 | ||||||||||
Debt, interest rate percentage | 3.00% | 3.00% | ||||||||||
Interest expense | 138 | 153 | ||||||||||
Debt maturity date | Oct. 20, 2018 | |||||||||||
Repayments of related party debt | $ 7,500 | |||||||||||
Acquisition of BenchMark [Member] | ||||||||||||
Number of shares issued for acquisitions, shares | 1,069,538 | |||||||||||
Number of shares issued for acquisitions, value | $ 21,658 | |||||||||||
Predecessor [Member] | ||||||||||||
Repayments of related party debt | ||||||||||||
TBK327 Partners, LLC [Member] | ||||||||||||
Debt instrument, face amount | 237 | 237 | $ 80 | $ 177 | ||||||||
SRM Entertainment Group [Member] | ||||||||||||
Debt instrument, face amount | 137 | $ 137 | $ 50 | |||||||||
HKSE, Inc [Member] | Predecessor [Member] | ||||||||||||
Payments of commission fee | $ 285 | |||||||||||
Mr. Christopher Ferguson [Member] | ||||||||||||
Related party debt, fee | 5 | 5 | ||||||||||
Chief Executive Officer [Member] | ||||||||||||
Advances from officers | 0 | 536 | ||||||||||
Payment for cash advances | 0 | 18 | ||||||||||
Payments for debt obligation | 79 | 132 | ||||||||||
David Lethem [Member] | ||||||||||||
Payments for debt obligation | 14 | |||||||||||
Unsecured note | 150 | |||||||||||
Debt obligation | $ 291 | $ 371 | ||||||||||
Board of Director [Member] | ||||||||||||
Number of shares issued, shares | 33,000 | 800 | ||||||||||
Number of shares issued, values | $ 533 | $ 8 |
Related Party - Schedule of Not
Related Party - Schedule of Notes Issued to Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Total notes payable, related party | $ 45,547 | $ 52,151 |
Less: discount on notes payable, related party | (2,618) | (5,045) |
Notes payable, net of discount | 42,929 | 47,106 |
Less: current portion | (13,776) | (8,576) |
Total related party notes | 29,153 | 38,530 |
Series B Notes [Member] | ||
Total notes payable, related party | 31,564 | 30,633 |
Series C Notes [Member] | ||
Total notes payable, related party | 7,403 | |
Series A Notes [Member] | ||
Total notes payable, related party | 13,603 | 12,942 |
Former CEO and Board Member Cash Advance [Member] | ||
Total notes payable, related party | 380 | |
Former CFO Cash Advance [Member] | ||
Total notes payable, related party | ||
CEO and Board Member Cash Advance [Member] | ||
Total notes payable, related party | 1,093 | |
CFO Cash Advance [Member] | ||
Total notes payable, related party | $ 80 |
Related Party - Schedule of Pri
Related Party - Schedule of Principal Payments for Borrowings - Related Party (Details) $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 3,260 |
2020 | 776 |
2021 | 352 |
2022 | 133 |
2023 | 7 |
Thereafter | |
Total | 4,528 |
Related Party [Member] | |
2019 | 13,776 |
2020 | 29,153 |
2021 | |
2022 | |
2023 | |
Thereafter | |
Total | $ 49,929 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Liabilities on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Total fair value | $ 11,596 | $ 64,687 | $ 1,437 |
Warrant Derivative Liability [Member] | |||
Total fair value | 3,558 | 16,492 | 1,437 |
Debt Derivative Liability [Member] | |||
Total fair value | 8,038 | 48,195 | |
Fair Value, Inputs, Level 1 [Member] | |||
Total fair value | |||
Fair Value, Inputs, Level 1 [Member] | Warrant Derivative Liability [Member] | |||
Total fair value | |||
Fair Value, Inputs, Level 1 [Member] | Debt Derivative Liability [Member] | |||
Total fair value | |||
Level 2 [Member] | |||
Total fair value | |||
Level 2 [Member] | Warrant Derivative Liability [Member] | |||
Total fair value | |||
Level 2 [Member] | Debt Derivative Liability [Member] | |||
Total fair value | |||
Level 3 [Member] | |||
Total fair value | 11,596 | 64,687 | |
Level 3 [Member] | Warrant Derivative Liability [Member] | |||
Total fair value | 3,558 | 16,492 | |
Level 3 [Member] | Debt Derivative Liability [Member] | |||
Total fair value | $ 8,038 | $ 48,195 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Fair Value Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Balance January 1 | $ 64,687 | $ 1,437 |
Additional warrant liability | 14,698 | |
Additional derivative liability from issuance of convertible notes | 17,882 | 15,817 |
Extinguishment of warrant liabilities related to warrants exercise | (1,256) | |
Extinguishment of derivative liabilities related to debt conversion and repayment | (40,862) | (2,634) |
Change in fair value | (28,855) | 35,369 |
Balance December 31 | 11,596 | 64,687 |
Warrant Derivative Liability [Member] | ||
Balance January 1 | 16,492 | 1,437 |
Additional warrant liability | 14,698 | |
Additional derivative liability from issuance of convertible notes | ||
Extinguishment of warrant liabilities related to warrants exercise | (1,256) | |
Extinguishment of derivative liabilities related to debt conversion and repayment | ||
Change in fair value | (11,678) | 357 |
Balance December 31 | 3,558 | 16,492 |
Debt Derivative Liability [Member] | ||
Balance January 1 | 48,195 | |
Additional warrant liability | ||
Additional derivative liability from issuance of convertible notes | 17,882 | 15,817 |
Extinguishment of warrant liabilities related to warrants exercise | ||
Extinguishment of derivative liabilities related to debt conversion and repayment | (40,862) | (2,634) |
Change in fair value | (17,177) | 35,012 |
Balance December 31 | $ 8,038 | $ 48,195 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Weighted Average Unobservable Inputs (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrant Derivative Liability [Member] | Measurement Input, Strike Price [Member] | ||
Derivative liability, measurement input | 7.80 | 5.93 |
Warrant Derivative Liability [Member] | Measurement Input, Expected Term [Member] | ||
Derivative liability, measurement input, term | 2 years 8 months 12 days | 3 years 2 months 12 days |
Warrant Derivative Liability [Member] | Measurement Input, Price Volatility [Member] | ||
Derivative liability, measurement input | 91.2 | 135.5 |
Warrant Derivative Liability [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative liability, measurement input | 2.24 | 1.98 |
Warrant Derivative Liability [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Derivative liability, measurement input | 0 | 0 |
Embedded Conversion Feature [Member] | Measurement Input, Strike Price [Member] | ||
Derivative liability, measurement input | 2.61 | 3.47 |
Embedded Conversion Feature [Member] | Measurement Input, Expected Term [Member] | ||
Derivative liability, measurement input, term | 7 months 6 days | 9 months 18 days |
Embedded Conversion Feature [Member] | Measurement Input, Price Volatility [Member] | ||
Derivative liability, measurement input | 91.2 | 135.5 |
Embedded Conversion Feature [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative liability, measurement input | 2.36 | 1.55 |
Embedded Conversion Feature [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Derivative liability, measurement input | 0 | 0 |
Benefit Plans (Details Narrativ
Benefit Plans (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Pension contributions | $ 78 | $ 50 |
Defined Contribution Plan [Member] | ||
Pension contributions | 721 | |
Cash balance plan expense | $ 808 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2018 | Dec. 31, 2017 | Jan. 10, 2020 | Jan. 03, 2020 | Nov. 05, 2019 | Aug. 17, 2019 | Apr. 11, 2019 | May 10, 2018 | |
Lease payments during the period | $ 1,373 | $ 1,167 | ||||||
Debt instrument, face amount | $ 2,315 | $ 525 | $ 275 | |||||
Damages from issuance of dilutive common stock | $ 9,000 | |||||||
Seeking damages | $ 11,300 | |||||||
Subsequent Event [Member] | ||||||||
Debt instrument, face amount | $ 300 | |||||||
Seeking damages | $ 1,333 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Payments Under Leases Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 402 |
2020 | 280 |
2021 | 269 |
2022 | 239 |
2023 | |
Thereafter | |
Total Lease Obligations | $ 1,190 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | ||
Apr. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 22, 2017 | |
Deferred tax liability | $ 1,641 | $ 560 | ||
Income tax examination | 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 and any potential other taxes arising due to the Tax Act will result in reductions to its net operating loss carryforward and valuation allowance. | |||
Deferred tax assets, write down value | $ 4,700 | |||
Deferred tax assets, net | $ 4,991 | 443 | ||
Valuation allowances | 41,121 | 21,682 | ||
Change in valuation allowance | 19,400 | |||
Operating loss carryforwards | $ 166,300 | $ 83,700 | ||
Operating loss carryforwards expiration period | 2032 | |||
Income tax description | Ownership in excess of 50% over a three-year period | |||
Percentage of effective local tax rate | 6.50% | 1.70% | ||
Naked Credit [Member] | ||||
Valuation allowances | $ 1,640 | $ 560 | ||
Beacon Merger [Member] | ||||
Operating loss carryforwards | $ 25,000 | |||
Predecessor [Member] | ||||
Local income taxes | $ 240 | |||
Percentage of effective local tax rate | 48.60% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Current: Federal | ||
Current: State and local | 82 | |
Current income tax expense (benefit), total | 82 | |
Deferred: Federal | 731 | 356 |
Deferred: State and local | 273 | 204 |
Deferred income tax expense (benefit), total | 1,004 | 560 |
Change in valuation allowance | ||
Income tax provision (benefit) | $ 1,086 | $ 560 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 39,996 | $ 18,587 |
Interest expense limitation | 1,983 | |
Accrued liabilities | 1,442 | 1,139 |
Intangible assets | 1,201 | 1,119 |
Stock-based compensation | 1,395 | 1,061 |
Reserves | 95 | 219 |
Gross deferred tax assets | 46,112 | 22,125 |
Valuation allowance | (41,121) | (21,682) |
Gross deferred tax assets after valuation allowance | 4,991 | 443 |
Deferred tax liability - unrealized gains | (4,557) | |
Deferred tax liability - goodwill | (1,641) | (560) |
Deferred tax liability - Property and equipment | (434) | (443) |
Net deferred tax assets | $ (1,641) | $ (560) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S federal statutory rate | 21.00% | 34.00% |
State income taxes, net of federal benefit | 6.50% | 1.70% |
Nondeductible - meals & entertainment | (0.10%) | (0.10%) |
Warrant derivative gains or losses | 4.20% | (0.10%) |
Impact of tax law change | 0.00% | (15.50%) |
Change in valuation allowance | (32.90%) | (20.90%) |
Other | (0.60%) | 0.20% |
Effective tax rate | (1.90%) | (0.70%) |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 13, 2018 | Dec. 04, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Nov. 06, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 200,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Common stock, shares issued | 12,286,847 | 5,620,281 | 8,605,021 | 7,225,158 | 6,136,059 | 5,435,083 | 5,208,185 | 3,536,096 | ||||
Common stock, shares outstanding | 12,286,847 | 5,620,281 | 8,605,021 | 7,225,158 | 6,136,059 | 5,435,083 | 5,208,185 | 3,536,096 | ||||
Preferred stock shares outstanding | 795 | 2,575 | 795 | |||||||||
Board of Director [Member] | ||||||||||||
Stock issued during period, shares, new issues | 33,000 | 800 | ||||||||||
Stock issued during period, value, new issues | $ 533 | $ 8 | ||||||||||
Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, par or stated value per share | $ 0.01 | |||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||
Common stock, shares issued | 5,798,281 | |||||||||||
Common stock, shares outstanding | 5,798,281 | |||||||||||
Preferred stock, description | The Company has designated 4,500 shares of Series A Convertible Preferred Stock ("Series A") and 1,000 shares of Series A-1 Convertible Preferred Stock ("Series A-1"), of which 500 and 295 shares, respectively, are currently issued and outstanding. Holders of the Series A and Series A-1 are entitled to receive contractual cumulative dividends in preference to any dividend on the common stock at the rate of 10% per annum on the initial investment amount commencing on the date of issue. Such dividends are payable on January 1, April 1, July 1 and October 1 of each year, upon the declaration of payment by the Board of Directors. The Series A and Series A-1 shares also contain a right of redemption in the event of liquidation or a change in control. The redemption feature provides for payment of a liquidation fee of 110% of the face value of the Series A shares and 125% of the face value of the series A-1 shares plus any accrued unpaid dividends in the event of bankruptcy, change of control, or any actions to take the Company private. | |||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||
Preferred stock, shares authorized | 4,500 | |||||||||||
Preferred stock shares issued | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | ||||
Preferred stock shares outstanding | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | ||||
Series A-1 Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 1,000 | |||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 4,000 | |||||||||||
Preferred stock shares issued | ||||||||||||
Preferred stock shares outstanding | ||||||||||||
Series C-1 Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 400 | |||||||||||
Series C-2 Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 2,000 | |||||||||||
Series C-3 Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 110 | |||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 1,980,000 | 1,980,000 | ||||||||||
Series G Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 1,780 | |||||||||||
Preferred stock, description | The Series G Convertible Preferred Stock has various rights, privileges and preferences, including conversion into 100 shares of Common Stock (subject to adjustments) upon the filing of an amendment to the Company's Articles of Incorporation incorporating a reverse stock split and the rights are junior and subordinate to any shares of Preferred Stock issued prior to this issuance. | |||||||||||
Series G Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, par or stated value per share | $ 0.01 | |||||||||||
Number of shares exchange of common stock | 1,780 | 1,780 | ||||||||||
Affiliate transferred assigned description | The affiliate transferred and assigned 178,000 shares of the Company’s common stock and the Company issued the affiliate 1,780 shares of the Company Series G Preferred Stock. | |||||||||||
Series G Convertible Preferred Stock [Member] | Exchange Agreement [Member] | ||||||||||||
Number of shares exchange of common stock | 178,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Common stock, shares authorized | 100,000,000 | |||||||||||
Common stock, par or stated value per share | $ 0.001 | |||||||||||
Common stock, shares issued | 12,286,847 | |||||||||||
Common stock, shares outstanding | 12,286,847 | |||||||||||
Number of shares exchange of common stock | 178,000 | 170,765 | ||||||||||
Common Stock [Member] | Individual Investors [Member] | ||||||||||||
Stock issued during period, shares, new issues | 902,784 | 211,511 | ||||||||||
Stock issued during period, value, new issues | $ 6,232 | $ 577 | ||||||||||
Common Stock [Member] | Consultants [Member] | ||||||||||||
Stock issued during period, shares, new issues | 810,106 | 93,959 | ||||||||||
Stock issued during period, value, new issues | $ 8,686 | $ 1,321 | ||||||||||
Common Stock [Member] | Employees [Member] | ||||||||||||
Stock issued during period, shares, new issues | 1,328,663 | 164,610 | ||||||||||
Stock issued during period, value, new issues | $ 16,606 | $ 3,780 | ||||||||||
Common Stock [Member] | Board of Director [Member] | ||||||||||||
Stock issued during period, shares, new issues | 33,000 | 800 | ||||||||||
Stock issued during period, value, new issues | $ 533 | $ 9 | ||||||||||
Common Stock [Member] | Senior Lender [Member] | ||||||||||||
Stock issued during period, shares, new issues | 854,599 | 256,801 | ||||||||||
Stock issued during period, value, new issues | $ 1,097 | $ 5,650 | ||||||||||
Common Stock [Member] | For Settlement of Legal Matters [Member] | ||||||||||||
Stock issued during period, shares, new issues | 58,083 | 836 | ||||||||||
Stock issued during period, value, new issues | $ 553 | $ 8 | ||||||||||
Common Stock [Member] | Settlement of Debt [Member] | ||||||||||||
Number of shares issued for settlement of debt, shares | 40,000 | 170,765 | ||||||||||
Number of shares issued for settlement of debt | $ 919 | $ 1,587 | ||||||||||
Common Stock [Member] | Upon Conversion of Outstanding Convertible Notes [Member] | ||||||||||||
Number of shares issued for settlement of debt, shares | 1,901,520 | 200,470 | ||||||||||
Number of shares issued for settlement of debt | $ 16,338 | $ 1,925 | ||||||||||
Common Stock [Member] | Inducement Upon Funding of Respective Convertible Note [Member] | ||||||||||||
Number of shares issued for settlement of debt, shares | 199,376 | 27,970 | ||||||||||
Number of shares issued for settlement of debt | $ 2,156 | $ 347 | ||||||||||
Common Stock [Member] | Certain Financing, Settlement and Prepayment Costs [Member] | ||||||||||||
Number of shares issued for settlement of debt, shares | 11,519 | 6,800 | ||||||||||
Number of shares issued for settlement of debt | $ 185 | $ 114 | ||||||||||
Common Stock [Member] | Exercise of Warrants [Member] | ||||||||||||
Stock issued during period, shares, new issues | 429,027 | 6,346 | ||||||||||
Stock issued during period, value, new issues | $ 1,818 | $ 94 | ||||||||||
Common Stock [Member] | Shares Returned [Member] | ||||||||||||
Shares returned during period, shares | 80,114 | |||||||||||
Shares returned during period, values | $ 75 | |||||||||||
Common Stock [Member] | BenchMark Acquisition [Member] | ||||||||||||
Shares issued for acquisition, shares | 1,069,538 | |||||||||||
Shares issued for acquisition, values | $ 21,658 | |||||||||||
Common Stock [Member] | Investors Relations Firm [Member] | ||||||||||||
Stock issued during period, shares, new issues | 12,346 | |||||||||||
Stock issued during period, value, new issues | $ 211 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Convertible Preferred Stock Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Beginning balance preferred stock, shares | 2,575 | 795 |
Beginning balance preferred stock, value | ||
Grant | 1,780 | |
Exchange to common shares | (1,780) | |
Ending balance preferred stock, shares | 795 | 2,575 |
Ending balance preferred stock, value | ||
Series A Preferred Stock [Member] | ||
Beginning balance preferred stock, shares | 500 | 500 |
Beginning balance preferred stock, value | ||
Grant | ||
Exchange to common shares | ||
Ending balance preferred stock, shares | 500 | 500 |
Ending balance preferred stock, value | ||
Series A-1 Preferred Stock [Member] | ||
Beginning balance preferred stock, shares | 295 | 295 |
Beginning balance preferred stock, value | ||
Grant | ||
Exchange to common shares | ||
Ending balance preferred stock, shares | 295 | 295 |
Ending balance preferred stock, value | ||
Series G Preferred Stock [Member] | ||
Beginning balance preferred stock, shares | 1,780 | |
Beginning balance preferred stock, value | ||
Grant | 1,780 | |
Exchange to common shares | (1,780) | |
Ending balance preferred stock, shares | 1,780 | |
Ending balance preferred stock, value |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Dividends Preferred Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Preferred stock dividends | $ 80 | $ 80 |
Series A Preferred Stock [Member] | ||
Preferred stock dividends | 50 | 50 |
Series A-1 Preferred Stock [Member] | ||
Preferred stock dividends | $ 30 | $ 30 |
Stockholders' Equity - Schedul
Stockholders' Equity - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued dividends payable | $ 690 | $ 610 |
Series A Preferred Stock [Member] | ||
Accrued dividends payable | 410 | 360 |
Series A-1 Preferred Stock [Member] | ||
Accrued dividends payable | $ 280 | $ 250 |
Stock-Based Awards (Details Nar
Stock-Based Awards (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stock compensation expense related to the options | $ 1,808 | $ 563 |
Unrecognized compensation expense related to stock options | $ 2,692 | $ 556 |
Weighted average number of years average remaining service periods for awards | 1 year 7 months 6 days | |
Closing stock price per share | $ 2.34 | $ 9.92 |
Weighted average grant date fair value | $ 15.84 | $ 12.50 |
Fair value of stock option vested | $ 1,276 | $ 0 |
2017 Plan [Member] | ||
Common shares available for issuance | 2,657,907 |
Stock-Based Awards - Schedule o
Stock-Based Awards - Schedule of Fair Value Assumptions of Options (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Risk-free interest rate | 2.41% | |
Expected life (years) | 10 years | 5 years |
Expected volatility | 328.00% | |
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 1.50% | |
Expected volatility | 330.00% | |
Maximum [Member] | ||
Risk-free interest rate | 1.98% | |
Expected volatility | 379.00% |
Stock-Based Awards - Schedule_2
Stock-Based Awards - Schedule of Stock Option Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted Average Exercise Price Granted | $ 15.84 | $ 12.50 |
Stock Option [Member] | ||
Number of shares Outstanding at the beginning of the period | 94,666 | |
Number of shares Granted | 250,000 | 94,666 |
Number of shares Options exercised | ||
Number of shares Forfeited | (2,573) | |
Number of shares Outstanding at the end of the period | 342,093 | 94,666 |
Number of shares Exercisable Options at end of the period | 111,404 | |
Weighted Average Exercise Price Outstanding at the beginning of the period | $ 16.55 | |
Weighted Average Exercise Price Granted | 15.84 | 16.55 |
Weighted Average Exercise Price Options exercised | ||
Weighted Average Exercise Price Forfeited | 8.75 | |
Weighted Average Exercise Price Outstanding at the end of the period | 15.79 | $ 16.55 |
Weighted Average Exercise Price Exercisable Options at end of the period | $ 16.05 | |
Weighted Average Remaining Contractual Life (In years) Outstanding | 9 years 2 months 1 day | 9 years 6 months 25 days |
Weighted Average Remaining Contractual Life (In years) Exercisable | 9 years 26 days | |
Intrinsic Value Outstanding, beginning | $ 64 | |
Intrinsic Value Outstanding, ending | 64 | |
Intrinsic Value Exercisable |
Stock-Based Awards - Schedule_3
Stock-Based Awards - Schedule of Warrants Outstanding (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)$ / shares | ||
Warrant, Amount | $ 2,214 | |
Convertible Note Holder [Member] | ||
Warrant, Amount | $ 5 | [1] |
Warrant, Issue Date | Jan. 17, 2017 | [1] |
Warrant, Expiration Date | Jan. 17, 2020 | [1] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [1] |
Convertible Note Holder One [Member] | ||
Warrant, Amount | $ 5 | [1] |
Warrant, Issue Date | Jan. 18, 2017 | [1] |
Warrant, Expiration Date | Jan. 18, 2020 | [1] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [1] |
Convertible Note Holder Two [Member] | ||
Warrant, Amount | $ 4 | [2] |
Warrant, Issue Date | Feb. 17, 2017 | [2] |
Warrant, Expiration Date | Feb. 17, 2020 | [2] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [2] |
Convertible Note Holder Three [Member] | ||
Warrant, Amount | $ 4 | [1] |
Warrant, Issue Date | Feb. 17, 2017 | [1] |
Warrant, Expiration Date | Feb. 17, 2020 | [1] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [1] |
Convertible Note Holder Four [Member] | ||
Warrant, Amount | $ 5 | [2] |
Warrant, Issue Date | Feb. 23, 2017 | [2] |
Warrant, Expiration Date | Feb. 23, 2020 | [2] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [2] |
Convertible Note Holder Five [Member] | ||
Warrant, Amount | $ 5 | [1] |
Warrant, Issue Date | May 19, 2017 | [1] |
Warrant, Expiration Date | May 19, 2020 | [1] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [1] |
Convertible Note Holder Six [Member] | ||
Warrant, Amount | $ 4 | [2] |
Warrant, Issue Date | May 17, 2017 | [2] |
Warrant, Expiration Date | May 17, 2020 | [2] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [2] |
Convertible Note Holder Seven [Member] | ||
Warrant, Amount | $ 4 | [1] |
Warrant, Issue Date | May 17, 2017 | [1] |
Warrant, Expiration Date | May 17, 2020 | [1] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [1] |
Convertible Note Holder Eight [Member] | ||
Warrant, Amount | $ 90 | [1] |
Warrant, Issue Date | Jun. 1, 2017 | [1] |
Warrant, Expiration Date | Jun. 1, 2022 | [1] |
Warrant, Exercise Price | $ / shares | $ 25 | [1] |
Convertible Note Holder Nine [Member] | ||
Warrant, Amount | $ 160 | [1] |
Warrant, Issue Date | Jun. 2, 2017 | [1] |
Warrant, Expiration Date | Jun. 30, 2020 | [1] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [1] |
Convertible Note Holder Ten [Member] | ||
Warrant, Amount | $ 483 | [2] |
Warrant, Issue Date | Jun. 8, 2017 | [2] |
Warrant, Expiration Date | Jun. 30, 2020 | [2] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [2] |
Convertible Note Holder Eleveen [Member] | ||
Warrant, Amount | $ 2 | [1] |
Warrant, Issue Date | Jun. 21, 2017 | [1] |
Warrant, Expiration Date | Jun. 21, 2020 | [1] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [1] |
Convertible Note Holder Twelve [Member] | ||
Warrant, Amount | $ 3 | [1] |
Warrant, Issue Date | Jun. 21, 2017 | [1] |
Warrant, Expiration Date | Jun. 21, 2017 | [1] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [1] |
Convertible Note Holder Thirteen [Member] | ||
Warrant, Amount | $ 3 | [1] |
Warrant, Issue Date | Jun. 21, 2017 | [1] |
Warrant, Expiration Date | Jun. 21, 2020 | [1] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [1] |
Convertible Note Holder Fourteen [Member] | ||
Warrant, Amount | $ 11 | [2] |
Warrant, Issue Date | Aug. 2, 2017 | [2] |
Warrant, Expiration Date | Aug. 2, 2020 | [2] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [2] |
Convertible Note Holder Fifteen [Member] | ||
Warrant, Amount | $ 11 | [1] |
Warrant, Issue Date | Aug. 2, 2017 | [1] |
Warrant, Expiration Date | Aug. 2, 2020 | [1] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [1] |
Convertible Note Holder Sixteen [Member] | ||
Warrant, Amount | $ 2 | [1] |
Warrant, Issue Date | Aug. 14, 2017 | [1] |
Warrant, Expiration Date | Aug. 14, 2020 | [1] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [1] |
Convertible Note Holder Seventeen [Member] | ||
Warrant, Amount | $ 2 | [1] |
Warrant, Issue Date | Aug. 14, 2017 | [1] |
Warrant, Expiration Date | Aug. 14, 2020 | [1] |
Warrant, Exercise Price | $ / shares | $ 62.50 | [1] |
Term Note Lender [Member] | ||
Warrant, Amount | $ 100 | [1] |
Warrant, Issue Date | Nov. 11, 2016 | [1] |
Warrant, Expiration Date | Nov. 11, 2021 | [1] |
Warrant, Exercise Price | $ / shares | $ 10 | [1] |
Term Note Lender One [Member] | ||
Warrant, Amount | $ 150 | [1] |
Warrant, Issue Date | Dec. 23, 2016 | [1] |
Warrant, Expiration Date | Dec. 23, 2021 | [1] |
Warrant, Exercise Price | $ / shares | $ 10 | [1] |
Term Note Lender Two [Member] | ||
Warrant, Amount | $ 150 | [1] |
Warrant, Issue Date | Mar. 28, 2017 | [1] |
Warrant, Expiration Date | Mar. 28, 2022 | [1] |
Warrant, Exercise Price | $ / shares | $ 10 | [1] |
Term Note Lender Three [Member] | ||
Warrant, Amount | $ 20 | [1] |
Warrant, Issue Date | Nov. 8, 2017 | [1] |
Warrant, Expiration Date | Nov. 8, 2022 | [1] |
Warrant, Exercise Price | $ / shares | $ 10 | [1] |
Term Note Lender Four [Member] | ||
Warrant, Amount | $ 140 | [1] |
Warrant, Issue Date | Nov. 8, 2017 | [1] |
Warrant, Expiration Date | Nov. 8, 2022 | [1] |
Warrant, Exercise Price | $ / shares | $ 10 | [1] |
Term Note Lender Five [Member] | ||
Warrant, Amount | $ 108 | [1] |
Warrant, Issue Date | Oct. 30, 2018 | [1] |
Warrant, Expiration Date | Oct. 30, 2023 | [1] |
Warrant, Exercise Price | $ / shares | $ 6 | [1] |
Equity Investors [Member] | ||
Warrant, Amount | $ 60 | |
Warrant, Issue Date | Sep. 1, 2016 | |
Warrant, Expiration Date | Sep. 1, 2021 | |
Warrant, Exercise Price | $ / shares | $ 10 | |
Equity Investors One [Member] | ||
Warrant, Amount | $ 6 | |
Warrant, Issue Date | Mar. 29, 2017 | |
Warrant, Expiration Date | Mar. 29, 2022 | |
Warrant, Exercise Price | $ / shares | $ 10 | |
Equity Investors Two [Member] | ||
Warrant, Amount | $ 99 | |
Warrant, Issue Date | Sep. 8, 2016 | |
Warrant, Expiration Date | Sep. 8, 2021 | |
Warrant, Exercise Price | $ / shares | $ 20 | |
Equity Investors Three [Member] | ||
Warrant, Amount | $ 97 | |
Warrant, Issue Date | Sep. 29, 2016 | |
Warrant, Expiration Date | Sep. 29, 2021 | |
Warrant, Exercise Price | $ / shares | $ 20 | |
Equity Investors Four [Member] | ||
Warrant, Amount | $ 94 | |
Warrant, Issue Date | Sep. 30, 2016 | |
Warrant, Expiration Date | Sep. 30, 2021 | |
Warrant, Exercise Price | $ / shares | $ 20 | |
Equity Investors Five [Member] | ||
Warrant, Amount | $ 104 | |
Warrant, Issue Date | Oct. 12, 2016 | |
Warrant, Expiration Date | Oct. 12, 2021 | |
Warrant, Exercise Price | $ / shares | $ 20 | |
Equity Investors Six [Member] | ||
Warrant, Amount | $ 14 | |
Warrant, Issue Date | Aug. 27, 2017 | |
Warrant, Expiration Date | Aug. 27, 2020 | |
Warrant, Exercise Price | $ / shares | $ 16.50 | |
Equity Investors Seven [Member] | ||
Warrant, Amount | $ 41 | [1] |
Warrant, Issue Date | Apr. 1, 2018 | [1] |
Warrant, Expiration Date | Apr. 1, 2023 | [1] |
Warrant, Exercise Price | $ / shares | $ 15 | [1] |
Equity Investors Eight [Member] | ||
Warrant, Amount | $ 41 | |
Warrant, Issue Date | Apr. 1, 2018 | |
Warrant, Expiration Date | Apr. 1, 2023 | |
Warrant, Exercise Price | $ / shares | $ 15 | |
Equity Investors Nine [Member] | ||
Warrant, Amount | $ 90 | |
Warrant, Issue Date | Oct. 25, 2018 | |
Warrant, Expiration Date | Oct. 25, 2019 | |
Warrant, Exercise Price | $ / shares | $ 6 | |
Investment Bank [Member] | ||
Warrant, Amount | $ 97 | |
Warrant, Issue Date | Oct. 31, 2014 | |
Warrant, Expiration Date | Oct. 31, 2021 | |
Warrant, Exercise Price | $ / shares | $ 5 | |
[1] | Warrant was determined to be a derivative subject to fair value accounting and is recorded as a warrant liability. | |
[2] | Accrued interest payable as of December 31, 2018 and 2017 includes $1,461 and $1,188, respectively, of estimated penalties and interest associated with prior period unpaid payroll taxes. |
Stock-Based Awards - Schedule_4
Stock-Based Awards - Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Warrants, Outstanding, Beginning balance | 2,243 | 1,020 |
Number of Warrants, Issued | 416 | 1,348 |
Number of Warrants, Exercised | (445) | (125) |
Number of Warrants, Outstanding, Ending balance | 2,214 | 2,243 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 29.52 | $ 18.04 |
Weighted Average Exercise Price, Issued | 4.68 | 27.84 |
Weighted Average Exercise Price, Exercised | 13.95 | 62.50 |
Weighted Average Exercise Price, Outstanding, Ending | $ 28.93 | $ 29.52 |
Warrants outstanding ,Weighted Average Remaining Contractual Life in Years, Beginning | 3 years 3 months 26 days | 4 years 5 months 12 days |
Warrants outstanding ,Weighted Average Remaining Contractual Life in Years, Beginning | 2 years 7 months 2 days | 3 years 3 months 26 days |
Customer Concentration - Schedu
Customer Concentration - Schedule of Concentration Credit Risk Percentage (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | ||
Apr. 21, 2017 | Apr. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 384,755 | $ 215,509 | ||
Predecessor [Member] | ||||
Revenues | $ 35,191 | |||
Revenue [Member] | Customer A [Member] | ||||
Revenues | $ 47,664 | |||
Concentration risk percentage | 12.00% | 0.00% | ||
Revenue [Member] | Customer B [Member] | ||||
Revenues | $ 49,307 | |||
Concentration risk percentage | 0.00% | 21.00% | ||
Revenue [Member] | Customer C [Member] | ||||
Revenues | $ 31,512 | $ 29,972 | ||
Concentration risk percentage | 8.00% | 13.00% | ||
Revenue [Member] | Customer D [Member] | Predecessor [Member] | ||||
Revenues | $ 7,382 | |||
Concentration risk percentage | 21.00% | |||
Revenue [Member] | Customer E [Member] | Predecessor [Member] | ||||
Revenues | $ 6,752 | |||
Concentration risk percentage | 19.00% | |||
Revenue [Member] | Customer F [Member] | Predecessor [Member] | ||||
Revenues | $ 4,048 | |||
Concentration risk percentage | 12.00% | |||
Accounts Receivable [Member] | Customer B [Member] | ||||
Concentration risk percentage | 0.00% | 30.00% | ||
Accounts Receivable | $ 18,477 | |||
Accounts Receivable [Member] | Customer C [Member] | ||||
Concentration risk percentage | 0.00% | 12.00% | ||
Accounts Receivable | $ 7,513 | |||
Accounts Receivable [Member] | Customer D [Member] | ||||
Concentration risk percentage | 11.00% | 0.00% | ||
Accounts Receivable | $ 8,334 | |||
Accounts Receivable [Member] | Customer G [Member] | ||||
Concentration risk percentage | 10.00% | 0.00% | ||
Accounts Receivable | $ 7,724 |
Costs and Estimated Earnings _3
Costs and Estimated Earnings on Uncompleted Contracts - Schedule of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Costs and estimated earnings in excess of billings | $ 5,974 | $ 5,286 |
Billings in excess of costs and estimated earnings | (34,690) | (37,531) |
Uncompleted Contracts [Member] | ||
Costs incurred on uncompleted contracts | 283,833 | 101,785 |
Estimated earnings | 16,568 | 5,916 |
Costs incurred on uncompleted contracts and estimated earnings | 300,401 | 107,701 |
Billings to date | (329,117) | (139,946) |
Costs and estimated earnings on uncompleted contracts | (28,716) | (32,245) |
Costs and estimated earnings in excess of billings | 5,974 | 5,286 |
Billings in excess of costs and estimated earnings | (34,690) | (37,531) |
Total | $ (28,716) | $ (32,245) |
Backlog (Unaudited) - Schedule
Backlog (Unaudited) - Schedule of Reconciliation of Backlog Representing Signed Contracts (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Balance | $ 244,645 |
Contract amount gross | 502,174 |
Less: contract revenues earned | (369,651) |
Balance | 132,523 |
New Contracts and Adjustments [Member] | |
Contract amount gross | $ 257,529 |
Unaudited Quarterly Data - Sche
Unaudited Quarterly Data - Schedule of Quarterly Data on Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Revenues | $ 384,755 | $ 215,509 | ||||||||||||||
Gross profit | 52,887 | 30,357 | ||||||||||||||
Operating (loss) income | (38,293) | (10,463) | ||||||||||||||
Net (loss) income | (46,592) | (92,083) | $ 138,675 | |||||||||||||
Cumulative preferred dividends | (80) | (80) | ||||||||||||||
Net (loss) income applicable to common shares | $ (46,672) | $ (92,163) | ||||||||||||||
Net loss per common share - basic and diluted | $ (6.07) | $ (19.38) | ||||||||||||||
Weighted average number of common shares outstanding - basic and diluted | 7,688,796 | 4,756,049 | ||||||||||||||
Cash and cash equivalents | $ 12,170 | $ 15,642 | $ 12,170 | $ 15,642 | 12,170 | |||||||||||
Accounts receivable, net | 74,048 | 61,699 | 74,048 | 61,699 | 74,048 | |||||||||||
Costs and estimated earnings in excess of billings on uncompleted contract | 5,974 | 5,286 | 5,974 | 5,286 | 5,974 | |||||||||||
Other current assets | 3,994 | 6,283 | 3,994 | 6,283 | 3,994 | |||||||||||
Total current assets | 96,186 | 88,910 | 96,186 | 88,910 | 96,186 | |||||||||||
Property and equipment, net | 3,405 | 7,082 | 3,405 | 7,082 | 3,405 | |||||||||||
Intangible assets, net | 19,692 | 27,696 | 19,692 | 27,696 | 19,692 | |||||||||||
Goodwill | 45,007 | 45,007 | 45,007 | 45,007 | 45,007 | |||||||||||
Total assets | 164,290 | 168,695 | 164,290 | 168,695 | 164,290 | |||||||||||
Accounts payable | 77,076 | 43,894 | 77,076 | 43,894 | 77,076 | |||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 34,690 | 37,531 | 34,690 | 37,531 | 34,690 | |||||||||||
Due to related parties | 17 | 17 | 17 | |||||||||||||
Accrued expenses and other current liabilities | 10,350 | 10,188 | 10,350 | 10,188 | 10,350 | |||||||||||
Senior notes payable, current portion net of original discount and deferred financing costs | 34,322 | 34,322 | 34,322 | |||||||||||||
Convertible notes payable, net of original issue discount and deferred financing cost | 4,498 | 2,391 | 4,498 | 2,391 | 4,498 | |||||||||||
Merchant credit agreements, net of original issue discount and deferred financing cost | 2,102 | 4,239 | 2,102 | 4,239 | 2,102 | |||||||||||
Notes payable and capital leases, current portion, net of original issue discount and deferred financing costs | 3,260 | 3,669 | 3,260 | 3,669 | 3,260 | |||||||||||
Notes payable, related parties, current portion | 13,776 | 8,576 | 13,776 | 8,576 | 13,776 | |||||||||||
Debt derivative liability | 8,038 | 48,195 | 8,038 | 48,195 | 8,038 | |||||||||||
Warrant liability | 3,558 | 16,492 | 3,558 | 16,492 | 3,558 | |||||||||||
Total current liabilities | 191,687 | 175,175 | 191,687 | 175,175 | 191,687 | |||||||||||
Notes payable, non-current portion | 1,268 | 1,830 | 1,268 | 1,830 | 1,268 | |||||||||||
Notes payable, related parties, non-current net of debt discount | 29,153 | 38,530 | 29,153 | 38,530 | 29,153 | |||||||||||
Senior note payable, non-current portion, net of original issue discount and deferred financing costs | 23,405 | 23,405 | ||||||||||||||
Deferred tax liability | 1,641 | 560 | 1,641 | 560 | 1,641 | |||||||||||
Total liabilities | 223,749 | 239,500 | 223,749 | 239,500 | 223,749 | |||||||||||
Commitments and contingencies | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
Common stock value | 12 | 6 | 12 | 6 | 12 | |||||||||||
Additional paid-in capital | 113,881 | 56,979 | 113,881 | 56,979 | 113,881 | |||||||||||
Shares to be issued | 1,280 | 250 | 1,280 | 250 | 1,280 | |||||||||||
Accumulated deficit | (174,632) | (128,040) | (174,632) | (128,040) | (174,632) | |||||||||||
Total stockholders' (deficit) equity | (59,459) | (70,805) | (59,459) | (70,805) | (59,459) | $ (17,820) | ||||||||||
Total stockholders' (deficit) equity | 164,290 | 168,695 | 164,290 | 168,695 | 164,290 | |||||||||||
Cost of revenues | 331,868 | 185,152 | ||||||||||||||
Compensation expense | 47,155 | 23,973 | ||||||||||||||
Selling, general and administrative expenses | 40,287 | 13,518 | ||||||||||||||
Amortization expense | 3,751 | 2,597 | ||||||||||||||
Gain (loss) on sale of asset | 13 | (31) | ||||||||||||||
Transaction expenses | 701 | |||||||||||||||
Total operating expenses | 91,180 | 40,820 | ||||||||||||||
Interest expense | (9,067) | (6,309) | ||||||||||||||
Amortization of deferred financing costs and debt discount | 48,248 | 15,079 | ||||||||||||||
Gain (Loss) on debt conversion derivative liability | 17,177 | (35,012) | ||||||||||||||
Gain (loss) on warrant derivative liability | (11,678) | 357 | ||||||||||||||
Total Other expense income, net | (80) | (707) | ||||||||||||||
Gain loss on extinguishment of debt | 35,425 | 666 | ||||||||||||||
Loss on issuance of notes | 5,391 | 24,262 | ||||||||||||||
Total other expenses, net | (7,213) | (81,060) | ||||||||||||||
Income Loss before provision for income taxes | (45,506) | (91,523) | ||||||||||||||
Provision (Benefit) for income taxes | 1,086 | 560 | ||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
Series A-1 Convertible Preferred Shares [Member] | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
Series G Convertible Preferred Shares [Member] | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
As Restated [Member] | ||||||||||||||||
Revenues | 121,940 | $ 88,837 | $ 83,525 | $ 90,453 | 70,658 | $ 96,827 | $ 42,581 | $ 5,443 | $ 173,978 | $ 48,024 | $ 262,815 | $ 144,851 | 215,509 | |||
Gross profit | 8,885 | 18,696 | 13,076 | 12,230 | (5,424) | 23,776 | 9,255 | 2,750 | 25,306 | 12,005 | 44,002 | 35,781 | 30,357 | |||
Operating (loss) income | (23,522) | (12,264) | (2,358) | (149) | (22,185) | 14,161 | 220 | (2,658) | (2,507) | (2,438) | (14,771) | 11,722 | (10,463) | |||
Net (loss) income | (40,019) | (12,987) | (7,501) | (1,087) | (42,960) | (1,748) | (34,524) | (12,351) | 6,414 | (46,875) | (6,573) | (48,623) | (92,163) | |||
Cumulative preferred dividends | (20) | (20) | (20) | (20) | (20) | (20) | (20) | (20) | (40) | (40) | (60) | (60) | (80) | |||
Net (loss) income applicable to common shares | $ (40,039) | $ (13,007) | $ 7,481 | $ (1,107) | $ (43,480) | $ (1,768) | $ (34,544) | $ (12,371) | $ 6,374 | $ (46,915) | $ (6,633) | $ (48,683) | $ (92,163) | |||
Net (loss) income per common share - basic | $ (3.79) | $ (1.68) | $ 1.13 | $ (0.19) | $ (1.02) | |||||||||||
Net (loss) income per common share - diluted | $ (3.79) | $ (1.68) | $ 0.50 | $ (0.94) | $ 0.44 | |||||||||||
Weighted average number of common shares outstanding - basic | 10,577,376 | 7,745,537 | 6,601,685 | 5,851,288 | 6,228,559 | |||||||||||
Weighted average number of common shares outstanding - diluted | 10,577,376 | 7,745,537 | 14,996,607 | 5,851,288 | 14,632,985 | |||||||||||
Net loss per common share - basic and diluted | $ (7.83) | $ (0.33) | $ (7.22) | $ (3.37) | $ (11.57) | $ (0.98) | $ (10.83) | $ (19.38) | ||||||||
Weighted average number of common shares outstanding - basic and diluted | 5,552,429 | 5,367,966 | 4,787,556 | 3,312,373 | 4,054,039 | 6,739,775 | 4,496,828 | 4,756,049 | ||||||||
Cash and cash equivalents | $ 5,724 | $ 12,886 | $ 9,662 | $ 15,642 | $ 3,154 | $ 7,835 | $ 2 | $ 12,886 | $ 7,835 | $ 5,724 | $ 3,154 | $ 15,642 | ||||
Accounts receivable, net | 65,633 | 59,914 | 61,085 | 61,699 | 52,003 | 35,002 | 4,539 | 59,914 | 35,002 | 65,633 | 52,003 | 61,699 | ||||
Costs and estimated earnings in excess of billings on uncompleted contract | 2,928 | 3,229 | 3,445 | 5,286 | 7,808 | 4,653 | 3,229 | 4,653 | 2,928 | 7,808 | 5,286 | |||||
Other current assets | 6,243 | 7,018 | 9,509 | 6,283 | 6,457 | 5,512 | 2,206 | 7,018 | 5,512 | 6,243 | 6,457 | 6,283 | ||||
Total current assets | 80,528 | 83,047 | 83,701 | 88,910 | 69,422 | 53,002 | 6,747 | 83,047 | 53,002 | 80,528 | 69,422 | 88,910 | ||||
Property and equipment, net | 6,603 | 6,798 | 6,655 | 7,082 | 6,971 | 5,450 | 4,275 | 6,798 | 5,450 | 6,603 | 6,971 | 7,082 | ||||
Intangible assets, net | 20,937 | 23,190 | 25,443 | 27,696 | 26,306 | 29,320 | 23,190 | 29,320 | 20,937 | 26,306 | 27,696 | |||||
Goodwill | 45,007 | 45,007 | 45,007 | 45,007 | 56,712 | 56,712 | 45,007 | 56,712 | 45,007 | 56,712 | 45,007 | |||||
Total assets | 153,075 | 158,042 | 160,806 | 168,695 | 159,411 | 144,484 | 11,022 | 158,042 | 144,484 | 153,075 | 159,411 | 168,695 | ||||
Accounts payable | 28,918 | 39,698 | 45,729 | 43,894 | 39,634 | 26,260 | 2,184 | 39,698 | 26,260 | 28,918 | 39,634 | 43,894 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 35,865 | 32,252 | 27,104 | 37,531 | 7,890 | 22,589 | 32,252 | 22,589 | 35,865 | 7,890 | 37,531 | |||||
Due to related parties | 56 | 89 | 28 | 89 | 111 | 155 | 89 | 111 | 56 | 89 | ||||||
Accrued expenses and other current liabilities | 9,938 | 8,792 | 7,541 | 10,188 | 10,635 | 7,359 | 4,292 | 8,792 | 7,359 | 9,938 | 10,635 | 10,188 | ||||
Senior notes payable, current portion net of original discount and deferred financing costs | 30,858 | 28,210 | 25,807 | 28,210 | 30,858 | |||||||||||
Convertible notes payable, net of original issue discount and deferred financing cost | 8,186 | 4,591 | 3,548 | 2,391 | 1,818 | 813 | 175 | 4,591 | 813 | 8,186 | 1,818 | 2,391 | ||||
Merchant credit agreements, net of original issue discount and deferred financing cost | 4,821 | 2,668 | 2,369 | 4,239 | 482 | 57 | 36 | 2,668 | 57 | 4,821 | 482 | 4,239 | ||||
Notes payable and capital leases, current portion, net of original issue discount and deferred financing costs | 3,127 | 2,877 | 3,272 | 3,669 | 4,309 | 4,259 | 9,185 | 2,877 | 4,259 | 3,127 | 4,309 | 3,669 | ||||
Notes payable, related parties, current portion | 18,334 | 18,323 | 7,603 | 8,576 | 5,878 | 8,084 | 826 | 18,323 | 8,084 | 18,334 | 5,878 | 8,576 | ||||
Debt derivative liability | 11,885 | 8,416 | 22,077 | 48,195 | 36,482 | 13,467 | 2,773 | 8,416 | 13,467 | 11,885 | 36,482 | 48,195 | ||||
Warrant liability | 11,522 | 26,793 | 29,897 | 16,492 | 14,846 | 27,210 | 8,417 | 26,793 | 27,210 | 11,522 | 14,846 | 16,492 | ||||
Total current liabilities | 163,510 | 172,709 | 174,975 | 175,175 | 122,063 | 110,209 | 28,043 | 172,709 | 110,209 | 163,510 | 122,063 | 175,175 | ||||
Notes payable, non-current portion | 1,414 | 1,617 | 1,809 | 1,830 | 1,886 | 2,022 | 2,129 | 1,617 | 2,022 | 1,414 | 1,886 | 1,830 | ||||
Notes payable, related parties, non-current net of debt discount | 28,463 | 27,775 | 39,523 | 38,530 | 42,500 | 42,500 | 27,775 | 42,500 | 28,463 | 42,500 | 38,530 | |||||
Senior note payable, non-current portion, net of original issue discount and deferred financing costs | 23,405 | 23,561 | 19,713 | 3,969 | 19,713 | 23,561 | 23,405 | |||||||||
Deferred tax liability | 1,641 | 1,007 | 1,083 | 560 | 1,007 | 1,641 | 560 | |||||||||
Total liabilities | 195,028 | 203,108 | 217,390 | 239,500 | 190,010 | 174,444 | 34,141 | 203,108 | 174,444 | 195,028 | 190,010 | 239,500 | ||||
Common stock; $0.001 par value, subject to put provision, 8,000,000 shares authorized and 444,275 shares issued and outstanding at March 31, 2017 | 437 | |||||||||||||||
Total temporary equity | 437 | |||||||||||||||
Commitments and contingencies | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
Common stock value | 8 | 7 | 6 | 6 | 5 | 15 | 3 | 7 | 15 | 8 | 5 | 6 | ||||
Additional paid-in capital | 92,652 | 76,553 | 66,228 | 56,979 | 53,726 | 50,115 | 24,132 | 76,553 | 50,115 | 92,652 | 53,726 | 56,979 | ||||
Shares to be issued | 6,306 | 250 | 250 | 2,751 | 615 | 2,751 | 250 | 250 | ||||||||
Subscriptions receivable | ||||||||||||||||
Accumulated deficit | (134,613) | (121,626) | (129,124) | (128,040) | (84,580) | (82,841) | (48,306) | (121,626) | (82,841) | (134,613) | (84,580) | (128,040) | ||||
Total stockholders' (deficit) equity | (41,953) | (45,066) | (56,584) | (70,805) | (30,599) | (29,960) | (23,556) | (45,066) | (29,960) | (41,953) | (30,599) | (70,805) | ||||
Total stockholders' (deficit) equity | 153,075 | 158,042 | 160,806 | 168,695 | 159,411 | 144,484 | 11,022 | 158,042 | 144,484 | 153,075 | 159,411 | 168,695 | ||||
Cost of revenues | 70,141 | 70,449 | 78,223 | 73,051 | 33,326 | 2,693 | 148,672 | 36,019 | 218,813 | 109,070 | 185,152 | |||||
Compensation expense | 20,321 | 7,613 | 5,862 | 6,028 | 4,549 | 4,227 | 13,475 | 8,776 | 33,796 | 14,804 | 23,973 | |||||
Selling, general and administrative expenses | 9,701 | 6,930 | 5,546 | 2,809 | 4,014 | 989 | 12,476 | 5,003 | 22,177 | 7,812 | 13,518 | |||||
Amortization expense | 938 | 938 | 938 | 768 | 589 | 1,876 | 589 | 2,814 | 1,358 | 2,597 | ||||||
Gain (loss) on sale of asset | (47) | 33 | (236) | (372) | (8) | (14) | (380) | (14) | (616) | 31 | ||||||
Transaction expenses | 246 | 255 | 200 | 455 | 701 | 701 | ||||||||||
Total operating expenses | 30,960 | 15,434 | 12,379 | 9,615 | 9,035 | 5,408 | 27,813 | 14,443 | 58,773 | 24,059 | 40,820 | |||||
Interest expense | (2,214) | (2,960) | (1,035) | (1,906) | (1,924) | (857) | (3,995) | (2,781) | (6,209) | (4,686) | (6,309) | |||||
Amortization of deferred financing costs and debt discount | (8,377) | (7,143) | (8,127) | (2,901) | (3,677) | (1,254) | (15,270) | (4,931) | (23,647) | (7,832) | 15,079 | |||||
Gain (Loss) on debt conversion derivative liability | (2,627) | 6,313 | 11,759 | (22,133) | 498 | 97 | 18,072 | 595 | 15,445 | (21,539) | (35,012) | |||||
Gain (loss) on warrant derivative liability | 14,787 | 2,748 | (13,821) | 12,431 | (7,663) | (4,650) | (11,073) | (12,313) | 3,714 | 118 | 357 | |||||
Total Other expense income, net | 30 | 770 | (787) | 294 | (1,380) | 56 | (17) | (1,324) | 13 | (1,029) | (707) | |||||
Gain loss on extinguishment of debt | (1,485) | (1,591) | 14,501 | 190 | 26,108 | (212) | 24,623 | (21) | 666 | |||||||
Loss on issuance of notes | (203) | 11,607 | (2,860) | (911) | (23,350) | (3,085) | (4,451) | (23,350) | (4,654) | (24,262) | (24,262) | |||||
Financing costs | 2,873 | |||||||||||||||
Total other expenses, net | (89) | 9,744 | (370) | (14,936) | (34,623) | (9,693) | 9,374 | (44,316) | 9,285 | (59,251) | (81,060) | |||||
Income Loss before provision for income taxes | (12,353) | 7,386 | (519) | (775) | (34,403) | (12,351) | 6,867 | (46,754) | 5,486 | (47,529) | (91,523) | |||||
Provision (Benefit) for income taxes | 634 | (115) | 568 | 973 | 121 | 453 | 121 | 1,087 | 1,094 | 560 | ||||||
As Restated [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
As Restated [Member] | Series A-1 Convertible Preferred Shares [Member] | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
As Restated [Member] | Series G Convertible Preferred Shares [Member] | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
Previously Reported [Member] | ||||||||||||||||
Revenues | 92,224 | 85,145 | 79,083 | 50,697 | 5,086 | 171,511 | 55,783 | 263,735 | 134,866 | 243,409 | ||||||
Gross profit | 15,913 | 11,491 | 15,530 | 8,320 | 2,408 | 25,442 | 10,728 | 41,355 | 26,258 | 37,015 | ||||||
Operating (loss) income | (3,353) | 150 | 4,790 | (2,276) | 23 | 466 | (2,296) | (2,888) | 2,494 | (1,626) | ||||||
Net (loss) income | (12,025) | (13,558) | (10,164) | 2,549 | (5,093) | (3,971) | (23,722) | (9,063) | (35,749) | (6,513) | (20,029) | |||||
Cumulative preferred dividends | (20) | (20) | (20) | (20) | (20) | (20) | (40) | (40) | (60) | (60) | (80) | |||||
Net (loss) income applicable to common shares | $ (12,045) | $ (13,578) | $ (10,184) | $ 2,529 | $ (5,113) | $ (3,991) | $ (23,762) | $ (9,103) | $ (35,809) | $ (6,573) | $ (20,109) | |||||
Net (loss) income per common share - basic | $ (4.53) | |||||||||||||||
Net (loss) income per common share - diluted | $ (4.53) | |||||||||||||||
Weighted average number of common shares outstanding - basic | 5,249,808 | |||||||||||||||
Weighted average number of common shares outstanding - diluted | 5,249,808 | |||||||||||||||
Net loss per common share - basic and diluted | $ (1.89) | $ (2.26) | $ (2.09) | $ 0.47 | $ (1.02) | $ (1.09) | $ (2.11) | $ (6.36) | $ (1.40) | $ (4.23) | ||||||
Weighted average number of common shares outstanding - basic and diluted | 6,372,775 | 5,997,856 | 4,876,131 | 5,367,208 | 4,989,451 | 3,677,614 | 4,305,814 | 5,630,556 | 4,699,369 | 4,748,563 | ||||||
Cash and cash equivalents | $ 5,722 | $ 12,884 | $ 9,638 | 15,642 | $ 3,154 | $ 7,835 | $ 2 | $ 12,884 | $ 7,835 | $ 5,722 | $ 3,154 | $ 15,642 | ||||
Accounts receivable, net | 75,812 | 72,693 | 78,251 | 62,199 | 51,791 | 36,707 | 9,985 | 72,693 | 36,707 | 75,812 | 51,791 | 62,199 | ||||
Costs and estimated earnings in excess of billings on uncompleted contract | 4,362 | 2,206 | 4,552 | 11,226 | 6,773 | 5,966 | 2,206 | 5,966 | 4,362 | 6,773 | 11,226 | |||||
Other current assets | 6,416 | 8,814 | 9,782 | 7,256 | 7,727 | 6,736 | 3,649 | 8,814 | 6,736 | 6,416 | 7,727 | 7,256 | ||||
Total current assets | 92,312 | 96,597 | 102,223 | 96,323 | 69,445 | 57,244 | 13,636 | 96,597 | 57,244 | 92,312 | 69,445 | 96,323 | ||||
Property and equipment, net | 9,956 | 9,165 | 8,121 | 7,955 | 7,101 | 5,556 | 4,300 | 9,165 | 5,556 | 9,956 | 7,101 | 7,955 | ||||
Intangible assets, net | 20,937 | 23,190 | 25,443 | 27,696 | 26,306 | 29,320 | 23,190 | 29,320 | 20,937 | 26,306 | 27,696 | |||||
Goodwill | 35,672 | 35,672 | 35,672 | 35,672 | 46,922 | 46,922 | 35,672 | 46,922 | 35,672 | 46,922 | 35,672 | |||||
Total assets | 158,877 | 164,624 | 171,459 | 167,646 | 149,774 | 139,042 | 17,936 | 164,624 | 139,042 | 158,877 | 149,774 | 167,646 | ||||
Accounts payable | 29,307 | 40,175 | 46,095 | 35,134 | 33,531 | 22,255 | 2,332 | 40,175 | 22,255 | 29,307 | 33,531 | 35,134 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 27,984 | 21,754 | 18,516 | 30,304 | 7,378 | 15,380 | 21,754 | 15,380 | 27,984 | 7,378 | 30,304 | |||||
Due to related parties | 56 | 89 | 28 | 343 | 154 | 190 | 89 | 154 | 56 | 343 | ||||||
Accrued expenses and other current liabilities | 9,160 | 7,141 | 7,259 | 9,973 | 9,931 | 6,609 | 3,508 | 7,141 | 6,609 | 9,160 | 9,931 | 9,973 | ||||
Senior notes payable, current portion net of original discount and deferred financing costs | 31,122 | 28,661 | 28,661 | 31,122 | ||||||||||||
Convertible notes payable, net of original issue discount and deferred financing cost | ||||||||||||||||
Merchant credit agreements, net of original issue discount and deferred financing cost | ||||||||||||||||
Notes payable and capital leases, current portion, net of original issue discount and deferred financing costs | 17,474 | 14,343 | 10,182 | 10,488 | 14,022 | 12,012 | 5,431 | 14,343 | 12,012 | 17,474 | 14,022 | 10,488 | ||||
Notes payable, related parties, current portion | 18,334 | 19,173 | 7,603 | 8,526 | 791 | 791 | 791 | 19,173 | 791 | 18,334 | 791 | 8,526 | ||||
Debt derivative liability | ||||||||||||||||
Warrant liability | 303 | 2,336 | 3,357 | 2,336 | 303 | |||||||||||
Total current liabilities | 133,437 | 131,336 | 89,683 | 94,425 | 66,299 | 59,537 | 15,609 | 131,336 | 59,537 | 133,437 | 66,299 | 94,425 | ||||
Notes payable, non-current portion | 1,414 | 1,617 | 1,934 | 1,955 | 46,899 | 46,981 | 7,300 | 1,617 | 46,981 | 1,414 | 46,899 | 1,955 | ||||
Notes payable, related parties, non-current net of debt discount | 28,463 | 27,775 | 39,523 | 38,530 | 27,775 | 28,463 | 38,530 | |||||||||
Senior note payable, non-current portion, net of original issue discount and deferred financing costs | 26,408 | 24,143 | 20,022 | 19,951 | 5,082 | 19,951 | 20,022 | 24,143 | ||||||||
Deferred tax liability | 1,128 | 1,007 | 1,122 | 560 | 1,007 | 1,128 | 560 | |||||||||
Total liabilities | 164,442 | 161,735 | 158,670 | 159,613 | 133,220 | 126,469 | 27,991 | 161,735 | 126,469 | 164,442 | 133,220 | 159,613 | ||||
Common stock; $0.001 par value, subject to put provision, 8,000,000 shares authorized and 444,275 shares issued and outstanding at March 31, 2017 | 437 | |||||||||||||||
Total temporary equity | 437 | |||||||||||||||
Commitments and contingencies | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
Common stock value | 8 | 7 | 6 | 6 | 5 | 130 | 88 | 7 | 130 | 8 | 5 | 6 | ||||
Additional paid-in capital | 71,421 | 67,677 | 57,792 | 49,381 | 45,625 | 43,011 | 17,484 | 67,677 | 43,011 | 71,421 | 45,625 | 49,381 | ||||
Shares to be issued | 6,681 | 625 | 75 | 2,201 | 615 | 2,201 | 75 | 625 | ||||||||
Subscriptions receivable | (2,941) | (2,769) | (3,222) | (3,675) | (3,588) | (4,656) | (5,658) | (2,769) | (4,656) | (2,941) | (3,588) | (3,675) | ||||
Accumulated deficit | (74,053) | (62,026) | (48,468) | (38,304) | (25,563) | (28,113) | (23,021) | (62,026) | (28,113) | (74,053) | (25,563) | (38,304) | ||||
Total stockholders' (deficit) equity | (5,565) | 2,889 | 12,789 | 8,033 | 16,554 | 12,573 | (10,492) | 2,889 | 12,573 | (5,565) | 16,554 | 8,033 | ||||
Total stockholders' (deficit) equity | 158,877 | 164,624 | 171,459 | 167,646 | 149,774 | 139,042 | 17,936 | 164,624 | 139,042 | 158,877 | 149,774 | 167,646 | ||||
Cost of revenues | 76,311 | 72,415 | 73,654 | 63,553 | 42,377 | 2,678 | 146,069 | 45,055 | 222,380 | 108,608 | 206,394 | |||||
Compensation expense | 9,283 | 6,856 | 5,638 | 5,312 | 4,169 | 1,187 | 12,494 | 5,356 | 21,777 | 10,668 | 19,413 | |||||
Selling, general and administrative expenses | 9,045 | 5,855 | 4,639 | 4,414 | 4,000 | 1,187 | 10,494 | 5,188 | 19,653 | 9,696 | 14,934 | |||||
Amortization expense | 938 | 938 | 938 | 768 | 589 | 1,876 | 589 | 2,813 | 1,358 | 2,597 | ||||||
Gain (loss) on sale of asset | (47) | 33 | 429 | (13) | 472 | 376 | 31 | |||||||||
Transaction expenses | 33 | 93 | 246 | 1,409 | 11 | 125 | 1,419 | 1,666 | 1,666 | |||||||
Total operating expenses | 19,266 | 13,635 | 11,341 | 10,740 | 10,596 | 2,385 | 24,976 | 13,024 | 44,243 | 23,764 | 38,641 | |||||
Interest expense | (2,140) | (2,889) | (913) | (1,824) | (1,793) | (734) | (3,802) | (2,527) | (5,942) | (4,351) | (5,819) | |||||
Amortization of deferred financing costs and debt discount | (4,318) | (3,458) | (5,912) | (1,332) | (1,934) | (397) | (9,370) | (2,331) | (13,688) | (3,663) | (6,349) | |||||
Gain (Loss) on debt conversion derivative liability | ||||||||||||||||
Gain (loss) on warrant derivative liability | 2,033 | 1,021 | (2,200) | (1,179) | 854 | |||||||||||
Total Other expense income, net | (572) | (1,421) | (597) | (7) | 10 | (100) | (1,744) | (46) | (2,316) | (52) | (123) | |||||
Gain loss on extinguishment of debt | (322) | |||||||||||||||
Loss on issuance of notes | ||||||||||||||||
Financing costs | (1,374) | (6,214) | (2,002) | (139) | (563) | (8,812) | (563) | (10,187) | (702) | (5,552) | ||||||
Total other expenses, net | (8,404) | (13,982) | (9,746) | (1,269) | (2,696) | (3,994) | (23,728) | (6,646) | (32,113) | (7,914) | (17,843) | |||||
Income Loss before provision for income taxes | (11,757) | (13,665) | (9,596) | 3,521 | (4,972) | (3,971) | (23,262) | (8,942) | (35,021) | (5,420) | (19,469) | |||||
Provision (Benefit) for income taxes | 268 | (107) | 568 | 972 | 121 | 460 | 121 | 728 | 1,093 | 560 | ||||||
Previously Reported [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
Previously Reported [Member] | Series A-1 Convertible Preferred Shares [Member] | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
Previously Reported [Member] | Series G Convertible Preferred Shares [Member] | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
Adjustments [Member] | ||||||||||||||||
Revenues | (3,387) | 5,308 | 17,744 | (8,116) | 357 | 2,467 | (7,759) | (920) | 9,985 | (27,900) | ||||||
Gross profit | 2,783 | 739 | 8,246 | 935 | 342 | (136) | 1,277 | 2,647 | 9,523 | (6,658) | ||||||
Operating (loss) income | (8,911) | (299) | 9,371 | 2,496 | (2,681) | (2,973) | (142) | (11,883) | 9,228 | (8,837) | ||||||
Net (loss) income | (962) | 12,759 | 4,677 | (4,297) | (29,431) | (8,380) | 30,136 | (38,812) | 29,176 | (42,110) | (72,054) | |||||
Cumulative preferred dividends | ||||||||||||||||
Net (loss) income applicable to common shares | $ (962) | $ 12,759 | $ 9,077 | $ (4,297) | $ (29,431) | $ (8,380) | $ 30,136 | $ (38,812) | $ 29,176 | $ (42,110) | $ (72,054) | |||||
Net (loss) income per common share - basic | $ 4.84 | |||||||||||||||
Net (loss) income per common share - diluted | $ 2.06 | |||||||||||||||
Weighted average number of common shares outstanding - basic | 6,228,559 | |||||||||||||||
Weighted average number of common shares outstanding - diluted | 14,632,985 | |||||||||||||||
Net loss per common share - basic and diluted | $ (0.12) | $ 1.93 | $ 1.55 | $ (0.80) | $ (6.15) | $ (2.53) | $ (9.33) | $ 4.33 | $ (9.36) | $ (15.15) | ||||||
Weighted average number of common shares outstanding - basic and diluted | 7,745,537 | 6,601,685 | 5,851,288 | 5,367,966 | 4,787,556 | 3,312,373 | 4,054,039 | 6,739,775 | 4,496,828 | 4,756,049 | ||||||
Cash and cash equivalents | $ 2 | $ 2 | $ 24 | $ 2 | $ 2 | |||||||||||
Accounts receivable, net | (10,179) | (12,779) | (17,166) | (500) | 212 | (1,705) | (5,446) | (12,779) | (1,705) | (10,179) | 212 | (500) | ||||
Costs and estimated earnings in excess of billings on uncompleted contract | (1,434) | 1,023 | (1,107) | (5,940) | 1,035 | (1,313) | 1,023 | (1,313) | (1,434) | 1,035 | (5,940) | |||||
Other current assets | (173) | (1,796) | (273) | (973) | (1,270) | (1,224) | (1,443) | (1,796) | (1,224) | (173) | (1,270) | (973) | ||||
Total current assets | (11,784) | (13,550) | (18,522) | (7,413) | (23) | (4,242) | (6,889) | (13,550) | (4,242) | (11,784) | (23) | (7,413) | ||||
Property and equipment, net | (3,353) | (2,367) | (1,466) | (873) | (130) | (106) | (25) | (2,367) | (106) | (3,353) | (130) | (873) | ||||
Intangible assets, net | ||||||||||||||||
Goodwill | 9,335 | 9,335 | 9,335 | 9,335 | 9,790 | 9,790 | 9,335 | 9,790 | 9,335 | 9,790 | 9,335 | |||||
Total assets | (5,802) | (6,582) | (10,653) | 1,049 | 9,637 | 5,442 | (6,914) | (6,582) | 5,442 | (5,802) | 9,637 | 1,049 | ||||
Accounts payable | (389) | (477) | (366) | 8,760 | 6,103 | 4,005 | (148) | (477) | 4,005 | (389) | 6,103 | 8,760 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 7,881 | 10,498 | 8,588 | 7,227 | 512 | 7,209 | 10,498 | 7,209 | 7,881 | 512 | 7,227 | |||||
Due to related parties | (254) | (43) | (35) | (43) | (254) | |||||||||||
Accrued expenses and other current liabilities | 778 | 1,651 | 282 | 215 | 704 | 750 | 784 | 1,651 | 750 | 778 | 704 | 215 | ||||
Senior notes payable, current portion net of original discount and deferred financing costs | (264) | (451) | 25,807 | (451) | (264) | |||||||||||
Convertible notes payable, net of original issue discount and deferred financing cost | 8,186 | 4,591 | 3,548 | 2,391 | 1,818 | 813 | 175 | 4,591 | 813 | 8,186 | 1,818 | 2,391 | ||||
Merchant credit agreements, net of original issue discount and deferred financing cost | 4,821 | 2,668 | 2,369 | 4,239 | 482 | 57 | 36 | 2,668 | 57 | 4,821 | 482 | 4,239 | ||||
Notes payable and capital leases, current portion, net of original issue discount and deferred financing costs | (14,347) | (11,466) | (6,910) | (6,819) | (9,713) | (7,753) | 3,754 | (11,466) | (7,753) | (14,347) | (9,713) | (6,819) | ||||
Notes payable, related parties, current portion | (850) | 50 | 5,087 | 7,293 | 35 | (850) | 7,293 | 5,087 | 50 | |||||||
Debt derivative liability | 11,885 | 8,416 | 22,077 | 48,195 | 36,482 | 13,467 | 2,773 | 8,416 | 13,467 | 11,885 | 36,482 | 48,195 | ||||
Warrant liability | 11,522 | 26,793 | 29,897 | 16,492 | 14,543 | 24,874 | 5,060 | 26,793 | 24,874 | 11,522 | 14,543 | 16,492 | ||||
Total current liabilities | 30,073 | 41,373 | 85,292 | 80,750 | 55,764 | 50,672 | 12,434 | 41,373 | 50,672 | 30,073 | 55,764 | 80,750 | ||||
Notes payable, non-current portion | (125) | (125) | (45,013) | (44,959) | (5,171) | (44,959) | (45,013) | (125) | ||||||||
Notes payable, related parties, non-current net of debt discount | 42,500 | 42,500 | 42,500 | 42,500 | ||||||||||||
Senior note payable, non-current portion, net of original issue discount and deferred financing costs | (26,408) | (738) | 3,539 | (238) | (1,113) | (238) | 3,539 | (738) | ||||||||
Deferred tax liability | 513 | (39) | 513 | |||||||||||||
Total liabilities | 30,586 | 41,373 | 58,720 | 79,887 | 56,790 | 47,975 | 6,150 | 41,373 | 47,975 | 30,586 | 56,790 | 79,887 | ||||
Common stock; $0.001 par value, subject to put provision, 8,000,000 shares authorized and 444,275 shares issued and outstanding at March 31, 2017 | ||||||||||||||||
Total temporary equity | ||||||||||||||||
Commitments and contingencies | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
Common stock value | (115) | (85) | (115) | |||||||||||||
Additional paid-in capital | 21,231 | 8,876 | 8,436 | 7,598 | 8,101 | 7,104 | 6,648 | 8,876 | 7,104 | 21,231 | 8,101 | 7,598 | ||||
Shares to be issued | (375) | (375) | 175 | 550 | 550 | 175 | (375) | |||||||||
Subscriptions receivable | 2,941 | 2,769 | 3,222 | 3,675 | 3,588 | 4,656 | 5,658 | 2,769 | 4,656 | 2,941 | 3,588 | 3,675 | ||||
Accumulated deficit | (60,560) | (59,600) | (80,656) | (89,736) | (59,017) | (54,728) | (25,285) | (59,600) | (54,728) | (60,560) | (59,017) | (89,736) | ||||
Total stockholders' (deficit) equity | (36,388) | (47,955) | (69,373) | (78,838) | (47,153) | (42,533) | (13,064) | (47,955) | (42,533) | (36,388) | (47,153) | (78,838) | ||||
Total stockholders' (deficit) equity | (5,802) | (6,582) | (10,653) | 1,049 | 9,637 | 5,442 | (6,914) | (6,582) | 5,442 | (5,802) | 9,637 | 1,049 | ||||
Cost of revenues | (6,170) | (1,966) | 4,569 | 9,498 | (9,051) | 15 | 2,603 | (9,036) | (3,567) | 462 | (21,242) | |||||
Compensation expense | 11,038 | 757 | 224 | 716 | 380 | 3,040 | 981 | 3,420 | 12,019 | 4,136 | 4,560 | |||||
Selling, general and administrative expenses | 656 | 1,075 | 907 | (1,605) | 14 | (198) | 1,982 | (185) | 2,524 | (1,884) | (1,416) | |||||
Amortization expense | 1 | |||||||||||||||
Gain (loss) on sale of asset | (236) | (801) | (8) | (1) | (852) | (14) | (992) | |||||||||
Transaction expenses | (33) | (93) | (1,154) | 189 | (125) | (964) | (965) | (965) | ||||||||
Total operating expenses | 11,694 | 1,799 | 1,038 | (1,125) | (1,561) | 3,023 | 2,837 | 1,419 | 14,530 | 295 | 2,179 | |||||
Interest expense | (74) | (71) | (122) | (82) | (131) | (123) | (193) | (254) | (267) | (335) | (490) | |||||
Amortization of deferred financing costs and debt discount | (4,059) | (3,685) | (2,215) | (1,569) | (1,743) | (857) | (5,900) | (2,600) | (9,959) | (4,169) | (8,730) | |||||
Gain (Loss) on debt conversion derivative liability | (2,627) | 6,313 | 11,759 | (22,133) | 498 | 97 | 18,072 | 595 | 15,445 | (21,539) | (35,012) | |||||
Gain (loss) on warrant derivative liability | 14,787 | 2,748 | (13,821) | 10,398 | (8,684) | (2,450) | (11,073) | (11,134) | 3,714 | (736) | (357) | |||||
Total Other expense income, net | 602 | 2,191 | (190) | 301 | (1,390) | 156 | 1,727 | (1,278) | 2,329 | (977) | (584) | |||||
Gain loss on extinguishment of debt | (1,485) | 11,607 | 14,823 | 190 | 2,873 | 26,108 | (212) | 24,623 | (21) | 666 | ||||||
Loss on issuance of notes | (203) | (1,591) | (2,860) | (911) | (23,350) | (3,085) | (4,451) | (23,350) | (4,654) | (24,262) | (24,262) | |||||
Financing costs | 1,374 | 6,214 | 2,002 | 139 | 563 | 8,812 | 563 | 10,187 | 702 | 5,552 | ||||||
Total other expenses, net | 8,315 | 23,726 | 9,376 | (13,667) | (31,927) | (5,699) | 33,102 | (37,670) | 41,418 | (51,337) | (63,217) | |||||
Income Loss before provision for income taxes | (596) | 21,051 | 9,077 | (4,296) | (29,431) | (8,380) | 30,129 | (37,812) | 29,535 | (42,109) | (72,054) | |||||
Provision (Benefit) for income taxes | 366 | (8) | 1 | (7) | 359 | 1 | ||||||||||
Adjustments [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
Adjustments [Member] | Series A-1 Convertible Preferred Shares [Member] | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||||||||||||||||
Adjustments [Member] | Series G Convertible Preferred Shares [Member] | ||||||||||||||||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: |
Unaudited Quarterly Data - Sc_2
Unaudited Quarterly Data - Schedule of Quarterly Data on Financial Information (Details) (Parenthetical) - $ / shares | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 06, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, shares outstanding | 795 | 2,575 | 795 | |||||||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 200,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 12,286,847 | 8,605,021 | 7,225,158 | 6,136,059 | 5,620,281 | 5,435,083 | 5,208,185 | 3,536,096 | ||
Common stock, shares outstanding | 12,286,847 | 8,605,021 | 7,225,158 | 6,136,059 | 5,620,281 | 5,435,083 | 5,208,185 | 3,536,096 | ||
Temporary equity, par or stated value per share | $ 0.001 | |||||||||
Temporary equity, shares authorized | 100,000,000 | |||||||||
Temporary equity, shares issued | 444,275 | |||||||||
Temporary equity, shares outstanding | 444,275 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||
Preferred stock, shares authorized | 4,500 | |||||||||
Preferred stock, shares designated | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | ||
Preferred stock, shares issued | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | ||
Preferred stock, shares outstanding | 500 | 500 | 500 | 500 | 500 | 500 | 500 | 500 | ||
Series A-1 Convertible Preferred Shares [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||
Preferred stock, shares designated | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | ||
Preferred stock, shares issued | 295 | 295 | 295 | 295 | 295 | 295 | 295 | 295 | ||
Preferred stock, shares outstanding | 295 | 295 | 295 | 295 | 295 | 295 | 295 | 295 | ||
Series G Convertible Preferred Shares [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares designated | 1,780 | 1,780 | 1,780 | 1,780 | ||||||
Preferred stock, shares issued | 0 | 1,780 | 1,780 | 1,780 | ||||||
Preferred stock, shares outstanding | 0 | 1,780 | 1,780 | 1,780 | ||||||
Previously Reported [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock, shares issued | 8,605,021 | 7,225,158 | 6,136,059 | 5,620,281 | 5,435,083 | 5,208,185 | 3,536,096 | |||
Common stock, shares outstanding | 8,605,021 | 7,225,158 | 6,136,059 | 5,620,281 | 5,435,083 | 5,208,185 | 3,536,096 | |||
Temporary equity, par or stated value per share | $ 0.001 | |||||||||
Temporary equity, shares authorized | 100,000,000 | |||||||||
Temporary equity, shares issued | 444,275 | |||||||||
Temporary equity, shares outstanding | 444,275 | |||||||||
Previously Reported [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||
Preferred stock, shares designated | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | |||
Preferred stock, shares issued | 500 | 500 | 500 | 500 | 500 | 500 | 500 | |||
Preferred stock, shares outstanding | 500 | 500 | 500 | 500 | 500 | 500 | 500 | |||
Previously Reported [Member] | Series A-1 Convertible Preferred Shares [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||
Preferred stock, shares designated | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | ||||
Preferred stock, shares issued | 295 | 295 | 295 | 295 | 295 | 295 | ||||
Preferred stock, shares outstanding | 295 | 295 | 295 | 295 | 295 | 295 | ||||
Previously Reported [Member] | Series G Convertible Preferred Shares [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares designated | 1,780 | 1,780 | ||||||||
Preferred stock, shares issued | 1,780 | 1,780 | ||||||||
Preferred stock, shares outstanding | 1,780 | 1,780 | ||||||||
Adjustments [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock, shares issued | 8,605,021 | 7,225,158 | 6,136,059 | 5,620,281 | 5,435,083 | 5,208,185 | 3,536,096 | |||
Common stock, shares outstanding | 8,605,021 | 7,225,158 | 6,136,059 | 5,620,281 | 5,435,083 | 5,208,185 | 3,536,096 | |||
Temporary equity, par or stated value per share | $ 0.001 | |||||||||
Temporary equity, shares authorized | 100,000,000 | |||||||||
Temporary equity, shares issued | 444,275 | |||||||||
Temporary equity, shares outstanding | 444,275 | |||||||||
Adjustments [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||
Preferred stock, shares designated | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | |||
Preferred stock, shares issued | 500 | 500 | 500 | 500 | 500 | 500 | 500 | |||
Preferred stock, shares outstanding | 500 | 500 | 500 | 500 | 500 | 500 | 500 | |||
Adjustments [Member] | Series A-1 Convertible Preferred Shares [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||
Preferred stock, shares designated | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | ||||
Preferred stock, shares issued | 295 | 295 | 295 | 295 | 295 | 295 | ||||
Preferred stock, shares outstanding | 295 | 295 | 295 | 295 | 295 | 295 | ||||
Adjustments [Member] | Series G Convertible Preferred Shares [Member] | ||||||||||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares designated | 1,780 | 1,780 | ||||||||
Preferred stock, shares issued | 1,780 | 1,780 | ||||||||
Preferred stock, shares outstanding | 1,780 | 1,780 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2020 | Apr. 29, 2020 | Apr. 25, 2020 | Mar. 10, 2020 | Feb. 27, 2020 | Jan. 27, 2020 | Jan. 10, 2020 | Dec. 30, 2019 | Dec. 23, 2019 | Nov. 08, 2019 | Oct. 10, 2019 | Jul. 02, 2019 | Mar. 19, 2019 | Feb. 20, 2019 | Feb. 20, 2019 | Feb. 12, 2019 | Apr. 30, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 25, 2020 | Apr. 16, 2020 | Mar. 05, 2020 | Mar. 04, 2020 | Jan. 16, 2020 | Dec. 20, 2019 | Nov. 05, 2019 | Aug. 17, 2019 | Mar. 22, 2019 | Mar. 11, 2019 | May 10, 2018 | |
Aggregate principal amount | $ 2,315 | $ 525 | $ 275 | |||||||||||||||||||||||||||||||||||
Term loans debt | $ 4,528 | |||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 7,500 | |||||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | 35,425 | 666 | ||||||||||||||||||||||||||||||||||||
Original issuance discount | 42,929 | 47,106 | ||||||||||||||||||||||||||||||||||||
Repayments of convertible debt | 5,947 | 1,426 | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 650 | 1,400 | ||||||||||||||||||||||||||||||||||||
Repayments of debt | 1,981 | 1,335 | ||||||||||||||||||||||||||||||||||||
Loss on sale of asset | 3,310 | (31) | ||||||||||||||||||||||||||||||||||||
Value of common stock shares issued for convertible debt | $ 1,587 | |||||||||||||||||||||||||||||||||||||
Notes and Capital Leases Payable [Member] | ||||||||||||||||||||||||||||||||||||||
Total net book value | $ 1,926 | |||||||||||||||||||||||||||||||||||||
Convertible Note Holder [Member] | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | [1] | $ 62.50 | ||||||||||||||||||||||||||||||||||||
Merchant Account Agreements [Member] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 11,228 | |||||||||||||||||||||||||||||||||||||
Settlement Agreements [Member] | 9 Holders of 14 Individual Convertible Notes [Mmeber] | ||||||||||||||||||||||||||||||||||||||
Debt instrument conversion of common stock | 353,202 | |||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 5,010 | |||||||||||||||||||||||||||||||||||||
Market value of converted shares | $ 378,416 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 300 | |||||||||||||||||||||||||||||||||||||
Debt maturity date | Oct. 1, 2020 | |||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Issuance of common stock shares | 4,193,684 | |||||||||||||||||||||||||||||||||||||
Remaining indebtedness | $ 22,000 | $ 28,000 | ||||||||||||||||||||||||||||||||||||
Due from related party | $ 250 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Lateral SMA Agent, LLC [Member] | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Nov. 15, 2020 | Nov. 15, 2020 | ||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||
Due from related party | $ 800 | |||||||||||||||||||||||||||||||||||||
Debt note secured | 800 | |||||||||||||||||||||||||||||||||||||
Due to related party | $ 75 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Previously Made by Lateral [Member] | ||||||||||||||||||||||||||||||||||||||
Due from related party | 550 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Cobblestone Ventures, Inc. [Member] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 100 | |||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series A Notes and Series B Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 8.00% | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Repurchase of outstanding preferred stock for payment per share | $ 1 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Super-senior Bridge Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 37,900 | |||||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 30, 2021 | |||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 12.00% | |||||||||||||||||||||||||||||||||||||
Extension fee, percentage | 4.00% | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series A Notes and Series B Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jul. 30, 2021 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | The Bridge Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Amended Series B Benchmark Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Indebtedness | $ 19,000 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Amended Series A Benchmark Notes and Amended Series B Benchmark Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Remaining indebtedness | $ 28,000 | |||||||||||||||||||||||||||||||||||||
Indebtedness due date | Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Senior Promissory Notes One [Member] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 4,129 | |||||||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 1, 2020 | |||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Cash | $ 3,000 | |||||||||||||||||||||||||||||||||||||
Working capital cash payments | 600 | |||||||||||||||||||||||||||||||||||||
Remaining indebtedness | 28,000 | |||||||||||||||||||||||||||||||||||||
Cash consideration | 500 | |||||||||||||||||||||||||||||||||||||
Deduction in remaining indebtedness | $ 6,000 | |||||||||||||||||||||||||||||||||||||
Business combination, consideration description | The $4,129 note, which matures on December 1, 2020 and has an interest rate of 10%, obligates the Company to repay all monies previously paid or transferred to the Company pursuant to the Foreclosure Proposal, including (i) $3,000 in cash; (ii) two Working Capital Cash Payments totaling $600; and (iii) approximately $500 was issued in consideration of a $6,000 reduction to the $28,000 Remaining Indebtedness. | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Senior Promissory Notes Two [Member] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 600 | |||||||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 1, 2020 | |||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 300 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Debt and Series H Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Termination date | Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Three Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||
Debt instrument conversion of common stock | 35,056 | 3,123,548 | ||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 618 | |||||||||||||||||||||||||||||||||||||
Original issuance discount | 40 | |||||||||||||||||||||||||||||||||||||
Deferred financing costs | 28 | |||||||||||||||||||||||||||||||||||||
Market value of converted shares | $ 113,042 | $ 3,036 | ||||||||||||||||||||||||||||||||||||
Repayments of convertible debt | 6,292 | |||||||||||||||||||||||||||||||||||||
Accrued interest | $ 57 | $ 57 | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Notes and Capital Leases Payable [Member] | ||||||||||||||||||||||||||||||||||||||
Notes payable and capital lease obligations | $ 837 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 276 | |||||||||||||||||||||||||||||||||||||
Repayments of debt | 752 | |||||||||||||||||||||||||||||||||||||
Loss on sale of asset | $ 390 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Senior Promissory Note [Member] | Lateral SMA Agent, LLC [Member] | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Nov. 15, 2020 | |||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Due to related party | $ 200,000 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Note Holder [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for convertible debt | 185,000 | |||||||||||||||||||||||||||||||||||||
Value of common stock shares issued for convertible debt | $ 278 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Senior Secured Lenders [Member] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 80,700 | |||||||||||||||||||||||||||||||||||||
Cash | 3,000 | |||||||||||||||||||||||||||||||||||||
Working capital cash payments | 300 | |||||||||||||||||||||||||||||||||||||
Aggregate working capital cash payments | $ 600 | $ 600 | ||||||||||||||||||||||||||||||||||||
Term loans debt | 42,300 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Senior Secured Lenders [Member] | Niagara Nominee L.P. [Member] | ||||||||||||||||||||||||||||||||||||||
Indebtedness | 4,900 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Senior Secured Lenders [Member] | Next 24 months [Member] | ||||||||||||||||||||||||||||||||||||||
Proceeds from working capital cash payments | 10,200 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | LeoGroup Private Investment Access, LLC [Member] | 22 Month Term Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 22.00% | 22.00% | ||||||||||||||||||||||||||||||||||||
Term loans debt | $ 5,000 | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Niagara Nominee L.P. [Member] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock shares | 1,005,751 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | CEO and a member the Board [Member] | Cobblestone Ventures, Inc. [Member] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 100,000 | |||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Mr. Ghishan [Member] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 30 | |||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Note Holders [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for convertible debt | 35,056 | |||||||||||||||||||||||||||||||||||||
Value of common stock shares issued for convertible debt | $ 113 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Note Holders One [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for convertible debt | 3,123,548 | |||||||||||||||||||||||||||||||||||||
Value of common stock shares issued for convertible debt | $ 6,534 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Note Holders Two [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for convertible debt | 353,202 | |||||||||||||||||||||||||||||||||||||
Value of common stock shares issued for convertible debt | $ 378 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Employees [Member] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock shares | 62,839 | |||||||||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 218 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Employees [Member] | Bridge Note [Member] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,000 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock shares | 356,513 | |||||||||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 613 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Co-guarantor [Member] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock shares | 1,005,751 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Individual Investors [Member] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock shares | 160,000 | |||||||||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 1,138 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Former Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock shares | 250,000 | |||||||||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 248 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Purchase Agreements [Member] | Investors [Member] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 22,700 | $ 22,700 | ||||||||||||||||||||||||||||||||||||
Principal and interest | $ 9,800 | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion of common stock | 5,186,306 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Lateral Credit Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Debt instrument description | The Fourth Amendment also provided for (i) amendments to the employment agreements between Benchmark, our former principal operating subsidiary, and Fred Sacramone and Brian McMahon, the founders of Benchmark who sold Benchmark to the Company in April of 2017 (the "Benchmark Sellers"); (ii) the issuance of a promissory note to Fred Sacramone for cash received in the principal amount of $1,000 (the "Sacramone Note"), which note matured on March 31, 2019, the Sacramone Note was amended and restated on July 22, 2020 extending the maturity date to September 30, 2020 and was issued 356,513 shares of common stock; (iii) the appointment of a finance transformation officer; and (iv) the issuance of an aggregate of 1,698,580 shares of the Company's Common Stock to the Lenders | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Lateral Credit Agreement [Member] | Term Loans [Member] | ||||||||||||||||||||||||||||||||||||||
Loans draw amount | $ 12,632 | |||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 12.00% | |||||||||||||||||||||||||||||||||||||
Paid in kind interest | 4.00% | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Credit Agreement Amendment [Member] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock shares | 1,500,000 | |||||||||||||||||||||||||||||||||||||
Number of warrants granted to purchase common shares | 3,173,731 | |||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 3 | |||||||||||||||||||||||||||||||||||||
Warrant exercise price description | Pursuant to the terms of the Warrants, in the event the Lateral Bridge Loan were not paid and satisfied by October 31, 2019, the exercise per share of half of the Warrants would be automatically reset to $0.01 and in the event the Lateral Bridge Loan were paid by December 31, 2019, the exercise per share of the other half of the Warrants would be automatically reset to $0.01. | |||||||||||||||||||||||||||||||||||||
Outstanding common shares, percentage | 25.00% | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Credit Agreement Amendment [Member] | Lateral Bridge Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 12,900 | |||||||||||||||||||||||||||||||||||||
Debt maturity date | Sep. 30, 2020 | |||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 12.00% | |||||||||||||||||||||||||||||||||||||
Extension fee, percentage | 4.00% | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Subscription Agreements [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 1,951 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Subscription Agreements [Member] | Series A-1 Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 296 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Exchange Agreements [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 100 | |||||||||||||||||||||||||||||||||||||
Voting rights equivalent | 51.00% | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Credit Agreement [Member] | Super Senior Term Loans [Member] | ||||||||||||||||||||||||||||||||||||||
Term loans debt | $ 13,500 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Debt and Series H Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Related parties agreed to extend agreement date description | On November 8, 2019, the Company and Messrs. Sacramone and McMahon entered into an amendment to the Debt and Series H Agreement, pursuant to which the parties agreed to extend the date by which an agreement for a Qualified Business Combination must be entered into from November 10, 2019 to December 31, 2019 and to extend the date by which a Qualified Business Combination must close from December 31, 2019 to February 28, 2020. | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Debt and Series H Agreement [Member] | Fred Sacramone [Member] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,000 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Vision Purchase Agreement [Member] | US Home Rentals LLC [Member] | ||||||||||||||||||||||||||||||||||||||
Voting rights equivalent | 100.00% | |||||||||||||||||||||||||||||||||||||
Cash | $ 9,750 | |||||||||||||||||||||||||||||||||||||
Cash consideration | $ 350,000 | |||||||||||||||||||||||||||||||||||||
Business combination, consideration description | Pursuant to the Vision Purchase Agreement, as amended, Acquisition Sub purchased (a) all of the equity interests in the Entities and (b) all of Vision's assets that are related to its business, including certain assumed contracts and assumed intellectual property, excluding certain specified assets for aggregate consideration of $350,000, consisting of (i) $250 of cash; (ii) $9,750 in promissory notes payable on or before March 31, 2020 as extended by the forbearance period; (iii) the amount of outstanding indebtedness of the Entities, which is approximately $80,000, (iv) 4,222,474 shares of the Company's common stock, par value $0.001, which the parties valued at $32,000, and (v) shares of a newly designated Series I Non-Convertible Preferred Stock having an aggregate stated value equal to $228,000. | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | CrossLayer, Inc [Member] | ||||||||||||||||||||||||||||||||||||||
Accounts payable and obligations | $ 73 | |||||||||||||||||||||||||||||||||||||
Long-term supplier contracts | $ 100 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Merchant Account Agreements [Member] | ||||||||||||||||||||||||||||||||||||||
Principal and interest | $ 8,804 | |||||||||||||||||||||||||||||||||||||
Debt settlement payments | 2,005 | |||||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 419 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | ||||||||||||||||||||||||||||||||||||||
Principal and interest | $ 1,800 | |||||||||||||||||||||||||||||||||||||
Debt, interest rate percentage | 6.00% | |||||||||||||||||||||||||||||||||||||
Issuance of common stock shares | 185,000 | |||||||||||||||||||||||||||||||||||||
Original issuance discount | $ 125 | |||||||||||||||||||||||||||||||||||||
Debt instrument purchase price | $ 1,675 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Settlement Agreements [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares returned | 119,593 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Senior Lender in accordance with Amendment No. 4 to Lateral Credit Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock shares | 1,698,580 | |||||||||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 2,922 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Senior Lender in accordance with Credit Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock shares | 1,500,000 | |||||||||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 1,588 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Co-guarantor in accordance with Credit Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock shares | 505,724 | |||||||||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 534 | |||||||||||||||||||||||||||||||||||||
[1] | Warrant was determined to be a derivative subject to fair value accounting and is recorded as a warrant liability. |