Summary Of Significant Accounting Policies | Note 2. Summary of significant accounting policies Basis of Presentation The interim unaudited consolidated financial statements included herein have been prepared by the Company in accordance with: (i) generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the consolidated financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal and recurring nature. The Company’s results shown on an interim basis are not necessarily indicative of results for a full year. This Form 10-Q should be read in conjunction with the current report on Form 8-K filed with the SEC on May 10, 2023 (the “May 10, 2023 Form 8-K”) and the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022, and filed with the SEC on March 15, 2023, as part of the Company’s Annual Report on Form 10-K (the "2022 Annual Report"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. There have been no material changes from Note 2, Summary of significant accounting policies, as described in the notes to the Company’s consolidated financial statements contained in the May 10, 2023 Form 8-K and the 2022 Annual Report, other than as noted below. The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and the Company has and intends to continue to take advantage of certain exemptions from various reporting requirements. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements and related disclosures, presented in U.S. dollars, have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. The results and trends in these consolidated financial statements may not be representative for any future periods or the full year. Revenue Nature of Services Infrastructure The Company’s Infrastructure segment revenues are derived from: (i) broadband and wireless; (ii) electrical contracting services; (iii) electric vehicle charging infrastructure; and (iv) fleet services. Broadband and wireless, electrical contracting, and electric vehicle charging infrastructure primarily involve design, engineering and construction services. Types of services typically include providing: (i) end-to-end network design and implementation services for telecommunication and wireless carriers, cable companies and enterprise organizations; (ii) cell tower construction and modification services for national and regional wireless service providers, tower owners, and federal, state, and local government agencies; (iii) cellular distributed antenna systems (“DAS”) and bi-directional antenna (“BDA”) public safety systems from initial Radio Frequency (“RF”) site assessment, through design, engineering, implementation, and testing; (iv) DAS maintenance and monitoring service, including an in-house 24 hour network operations center, utilizing Software-as-a-Service cloud-based software and customized maintenance program; (v) scalable and energy-efficient mission critical power systems to meet the demand of data equipment deployment for mission critical data centers; (vi) electrical and telecommunications construction and facilities services to commercial, industrial, and institutional facilities; and (vii) end-to-end solutions for safe, reliable, flexible and scalable charging ecosystems. Projects can be performed under individual contracts or a statement of work under a master service agreement, which are generally multi-year agreements. The typical length of projects can vary and depends on size and complexity: broadband and wireless – two to three months; electrical contracting services – six months to three years; electric vehicle charging infrastructure – three to twelve months. The types of services for fleet services primarily involve leasing and maintenance of real property to commercial and fleet operator customers in return for payment. Lease agreements include fixed payments and vary in length from 12 months to 3 years. Telecommunications The Company’s Telecommunications segment revenues are derived from operating a global telecommunication network consisting of domestic switching and related peripheral equipment, carrier-grade routers, and switches for internet and circuit-based services. Types of services typically include providing: (i) routing of voice, data, and Short Message Services (“SMS”) to Carriers and Mobile Network Operators (“MNO”) globally; and (ii) customers with internet-protocol-based and time-division multiplexing (“TDM”) access for the transport of long-distance voice and data minutes. The Company’s Telecommunications segment operates an extensive network of direct routes and offers premium voice communication services for carrying a mix of business, residential and carrier long-distance traffic, data and transit traffic. Telecommunications has both a customer and vendor relationship with most parties. Telecommunications provides the customer routing services through the Telecommunications supplier routes on incoming calls and then Telecommunications purchases routing services from other vendor’s supplier routes in order to complete the call. Revenue Recognition Revenue is recognized when a customer obtains control of promised services. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised services in the contract; (ii) determination of whether the promised services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company’s primary revenue stream is from services. The Company recognizes as revenues the amount of the transaction price for the performance obligation when the performance obligation is satisfied or as it is satisfied. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer, in an amount that reflects the consideration it expects to be entitled to in exchange for those products or services. The Company evaluates when it is appropriate to recognize revenues based on the gross amount invoiced to the customer or the net amount retained by the Company if a third party is involved. A contract liability for deferred revenue is recorded when consideration is received or is unconditionally due from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Deferred revenue balances typically result from advance payments received from customers for contracts or from billings in excess of revenue recognized on services arrangements. Contract assets represent when revenues are recognized in advance of invoice issuance. These assets are presented separately on the consolidated balance sheet and are converted to accounts receivable once the Company’s right to the consideration becomes unconditional, which varies by contract but is generally based on achieving certain acceptance milestones. The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset would be one year or less. Infrastructure Broadband and wireless, electrical contracting services, and electric vehicle charging projects often require significant services to integrate complex activities and equipment into a single deliverable and are therefore generally accounted for as a single performance obligation, even when delivering multiple services that are capable of being distinct. Contract amendments and change orders, which are generally not distinct from the existing contract, are typically accounted for as a modification of the existing contract and performance obligation. The Company recognizes revenues from these services over time using an input method, based on assessment of performance completed to date. The Company uses the percentage of completion method when it measures its progress towards completion of the performance obligation based on the ratio of costs incurred to date to total estimated costs at completion under the contract. The Company believes that this approach faithfully depicts the Company’s performance toward complete satisfaction of the performance obligation as it accurately measures the transfer of control of the finished product to the customer. Due to the nature of the Company’s performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, the performance of subcontracts, and the availability and timing of funding from the customer, among other variables. As a significant change in one or more of these estimates could affect the profitability of contracts, the Company updates contract-related estimates regularly through a review process in which management evaluates the progress and execution of each performance obligation and the estimated cost at completion. As part of this process, management reviews information including, but not limited to, any outstanding key contract matter, progress towards completion and the related program schedule and the related changes in estimates of revenues and costs. The Company recognizes adjustments in estimated profit on contracts on a cumulative catch-up basis. Therefore, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the Company recognizes a provision for the entire loss in the period it is identified. The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders. The Company includes variable consideration in the estimated transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of variable consideration to be included in the transaction price, using the expected value or the most likely amount method, which is expected to better predict the amount. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, performance, and all information that is reasonably available to the Company. Fleet services include a single deliverable of leased parking spaces. The Company recognizes revenues from these services evenly over the life of the contracts. Telecommunications The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the voice, data and SMS are routed, and the performance obligation is satisfied. Revenue is earned based on the number of minutes during a call multiplied by the price per minute and is recorded upon completion of a call. Incomplete calls are not revenues earned by Telecommunications and may occur as a result of technical issues or because the customer’s credit limit was exceeded and thus the customer routing of traffic was prevented. Telecommunications evaluates gross versus net revenue recognition for each of its contractual arrangements by assessing indicators of control to determine whether Telecommunications acts as a principal (i.e., gross recognition) or an agent (i.e., net recognition). Telecommunications has determined that it acts as a principal for all of its performance obligations as Telecommunications may accept or reject calls, determines the routing decision and routing vendor and has the risk of financial loss on revenues from customers and amounts owed to the vendors. Net revenue represents gross revenue, net of allowance for doubtful accounts receivable, service credits and service adjustments. Cost of revenue includes network costs that consist of access, transport and termination costs. The majority of Telecommunications’ cost of revenue is variable, primarily based upon minutes of use, with transmission and termination costs being the most significant expense. Refer to Note 4, Revenue, for additional information on the Company’s revenue. Cost of Sales Cost of sales consists primarily of network telecommunication costs, contracted services, salaries and related employee benefits, including stock-based compensation, material and equipment costs, travel and other costs related to vehicles, training and lease expense. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments In October 2021, the FASB issued ASU No. 2021-08, Business Combinations - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Reclassification Certain amounts included in the prior year financial statements and disclosures have been reclassified to conform to the current year presentation. These reclassifications did not have a material impact on the Company’s previously reported financial statements. Change in Accounting Principle Effective January 1, 2023, the Company changed its accounting principle for recognizing stock-based compensation expense from the graded vesting attribution method, where an award is divided into vesting increments or tranches, to the straight-line attribution method of accounting. The Company believes the straight-line attribution method more accurately reflects how awards are earned over its employees’ service periods. Also, it is the predominant method used in its industry, and therefore it better aligns the Company’s recognition of stock-based compensation expense with its peers. The retrospective application of the change in accounting principle had an effect on the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income (loss) and consolidated statements of stockholders’ equity. There was no net effect to the amounts reported for net cash provided by (used in) operating, investing or financing activities in the consolidated statements of cash flows for prior periods as a result of the change in accounting method. However, the net loss, change in deferred income taxes and stock-based compensation line items within net cash flows provided by operating activities each decreased as shown below to reflect the change in accounting method. The following tables present the comparative effect of the change in accounting principle and its effect on the Company’s previously reported financial statements. Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 (amounts, in thousands, except per share data) Stock-based compensation Prior to revision $ 5 $ 9,761 $ 5,547 $ 20,505 Revision 4,959 (2,538 ) 5,319 (5,858 ) As revised $ 4,964 $ 7,223 $ 10,866 $ 14,647 Loss from operations Prior to revision $ (3,520 ) $ (12,466 ) $ (12,780 ) $ (25,252 ) Revision (4,959 ) 2,538 (5,319 ) 5,858 As revised $ (8,479 ) $ (9,928 ) $ (18,099 ) $ (19,394 ) Income tax benefit (expense) Prior to revision $ (242 ) $ 11 $ (352 ) $ 1,589 Revision - (56 ) - (261 ) As revised $ (242 ) $ (45 ) $ (352 ) $ 1,328 Net income (loss) Prior to revision $ (3,887 ) $ (19,642 ) $ (12,739 ) $ (32,783 ) Revision (4,959 ) 2,482 (5,319 ) 5,597 As revised $ (8,846 ) $ (17,160 ) $ (18,058 ) $ (27,186 ) Basic income (loss) per share available to common stockholders Prior to revision $ (0.02 ) $ (0.27 ) $ (0.06 ) $ (0.37 ) Revision (0.02 ) 0.01 (0.03 ) 0.03 As revised $ (0.04 ) $ (0.26 ) $ (0.09 ) $ (0.34 ) Diluted income (loss) per share available to common stockholders Prior to revision $ (0.02 ) $ (0.27 ) $ (0.06 ) $ (0.37 ) Revision (0.02 ) 0.01 (0.03 ) 0.03 As revised $ (0.04 ) $ (0.26 ) $ (0.09 ) $ (0.34 ) The opening balances of accumulated deficit and additional paid in capital as of December 31, 2021, have been adjusted by $8.0 million and $9.1 million, respectively to reflect the cumulative effect of the change. As of June 30, December 31, 2023 2022 (amounts, in thousands) Net deferred tax (liability) asset Prior to revision $ (1,144 ) $ (1,389 ) Revision (26 ) (21 ) As revised $ (1,170 ) $ (1,410 ) Additional paid in capital Prior to revision $ 214,763 $ 197,816 Revision (12,774 ) (18,093 ) As revised $ 201,989 $ 179,723 Accumulated deficit Prior to revision $ (187,025 ) $ (173,586 ) Revision 12,748 18,072 As revised $ (174,277 ) $ (155,514 ) Total stockholders' equity Prior to revision $ 27,759 $ 24,250 Revision (26 ) (21 ) As revised $ 27,733 $ 24,229 Stock-based compensation correction of immaterial error In 2023, the Company identified a misstatement related to its presentation of stock-based compensation in its consolidated statements of operations. Although determined to be immaterial, the Company elected to correct the immaterial misstatement and reclassified its stock-based compensation expense to the same financial statement line item as cash compensation paid to the same employees and nonemployees. The reclassification reflects the change in accounting principle discussed above and had no incremental impact on the consolidated balance sheets, consolidated statements of comprehensive income (loss), consolidated statements of stockholders’ equity, or consolidated statement of cash flows. There was no net effect to the amounts reported for (loss) from operations as a result of this reclassification. However, cost of sales, gross profit, stock-based compensation, general and administrative, salaries and related benefits, and total operating expenses each were adjusted as shown below to reflect the reclassification. The following tables present the effect of the reclassification on the Company’s previously reported financial statements. Year Ended December 31, 2022 2021 2020 (amounts, in thousands) Cost of sales Prior to revision $ 669,620 $ 465,503 $ 83,554 Revision 2,503 1,771 - As revised $ 672,123 $ 467,274 $ 83,554 Gross Profit Prior to revision $ 28,213 $ 11,515 $ 1,172 Revision (2,503 ) (1,771 ) - As revised $ 25,710 $ 9,744 $ 1,172 Stock-based compensation Prior to revision $ 26,499 $ 21,801 $ 2,005 Revision (26,499 ) (21,801 ) (2,005 ) As revised $ - $ - $ - General and administrative Prior to revision $ 14,392 $ 7,995 $ 2,020 Revision 9,117 11,011 121 Other Reclassifications (677 ) - - As revised $ 22,832 $ 19,006 $ 2,141 Salaries and related benefits Prior to revision $ 16,677 $ 8,806 $ 687 Revision 14,879 9,019 1,884 Other Reclassifications 657 - - As revised $ 32,203 $ 17,825 $ 2,571 Total operating expenses Prior to revision $ 67,225 $ 40,977 $ 5,922 Revision (2,503 ) (1,771 ) - Other Reclassifications (20 ) - - As revised $ 64,702 $ 39,206 $ 5,922 Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 (amounts, in thousands) Cost of sales Prior to revision $ 156,812 $ 173,760 $ 178,951 $ 160,097 Revision 804 704 506 489 Other Reclassifications - 303 303 (606 ) As revised $ 157,616 $ 174,767 $ 179,760 $ 159,980 Gross Profit Prior to revision $ 6,166 $ 7,281 $ 6,906 $ 7,860 Revision (804 ) (704 ) (506 ) (489 ) Other Reclassifications - (303 ) (303 ) 606 As revised $ 5,362 $ 6,274 $ 6,097 $ 7,977 Stock-based compensation Prior to revision $ 7,424 $ 7,223 $ 5,867 $ 5,985 Revision (7,424 ) (7,223 ) (5,867 ) (5,985 ) As revised $ - $ - $ - $ - General and administrative Prior to revision $ 2,742 $ 3,908 $ 3,516 $ 4,266 Revision 2,865 2,704 1,775 1,773 Other Reclassifications - (160 ) (150 ) (367 ) As revised $ 5,607 $ 6,452 $ 5,141 $ 5,632 Salaries and related benefits Prior to revision $ 4,193 $ 4,127 $ 4,417 $ 3,930 Revision 3,755 3,815 3,586 3,723 Other Reclassifications - (143 ) (153 ) 953 As revised $ 7,948 $ 7,799 $ 7,850 $ 8,607 Total operating expenses Prior to revision $ 15,632 $ 16,906 $ 14,596 $ 20,091 Revision (804 ) (704 ) (506 ) (489 ) Other Reclassifications - (303 ) (303 ) 586 As revised $ 14,828 $ 16,202 $ 14,090 $ 19,582 Three Months Ended March 31, 2023 (amounts, in thousands) Cost of sales Prior to revision $ 186,828 Revision 432 As revised $ 187,260 Gross Profit Prior to revision $ 6,721 Revision (432 ) As revised $ 6,289 Stock-based compensation Prior to revision $ 5,902 Revision (5,902 ) As revised $ - General and administrative Prior to revision $ 3,345 Revision 1,760 As revised $ 5,105 Salaries and related benefits Prior to revision $ 5,418 Revision 3,710 As revised $ 9,128 Total operating expenses Prior to revision $ 16,341 Revision (432 ) As revised $ 15,909 |