SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s consolidated financial statements include the accounts of NRCG and its wholly-owned subsidiary NRC Group and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified in the Consolidated Statements of Operations and Comprehensive Income to conform with current year presentation. Common Control Transaction The consolidated financial statements of NRC Holdings and SES Holdco were combined and retrospectively recast for all periods presented in the consolidated financial statements because the Dividend Recapitalization and related combination of NRC Holdings and SES Holdco was between entities under common control. Accordingly, following the Dividend Recapitalization, the financial results and financial position of NRC Group were retrospectively adjusted to include the financial results and financial position of NRC Holdings and SES Holdco in the periods presented prior to the reverse merger with Hennessy (see Note 3). As JFL retained control of NRC and Sprint, the assets and liabilities transferred to NRC Group were recorded at their respective carrying values similar to a pooling-of-interests. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. As described above, the Company has four operating segments which have not been aggregated to form a reportable segment. See Note 11. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable at the time under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Contracts and Revenue Recognition The Company recognizes revenue when it is realized or realizable and earned. For all periods presented in the consolidated financial statements, revenue is realized or realizable and considered earned when persuasive evidence of an arrangement exists, services have been rendered, the price to the customer is fixed or determinable and collectability is reasonably assured. Amounts received prior to the performance of services under customer contracts are recognized as deferred revenues, and revenue recognition is deferred until such time that all revenue recognition criteria have been met. The Company earns revenues primarily from marine and land-based emergency response, retainer fees, waste disposal and services in waste management, consulting and training and industrial and remediation services. Emergency response revenues are recognized as services are provided and are dependent on the magnitude and number of individual responses. Retainer agreements with vessel owners generally range from one to three years while retainer agreements with facility owners can be as long as ten years. Such retainer fees are generally recognized ratably over the term of the respective contract. Consulting and training services fees are recognized as the services are provided based on the respective contractual terms. Project management, which consists primarily of remediation and industrial services, is provided on a time and material basis, with revenues recognized as the services are provided. Most of the project management revenue is generated by short-term projects, most of which are governed by master service agreements that are long-term in nature. The master service agreements are typically entered into with the Company’s larger customers and outline the pricing and legal frameworks for such projects. Revenue related to equipment rental and transportation services is recognized as the service is provided over the contract term. Rental contracts are daily, weekly, or monthly. For waste disposal and services in waste management, which consists of landfill usage and waste management services, revenue recognition is based on labor hours and tonnage of waste disposed. Revenue related to equipment sales is recognized upon transfer of title to the customer. Amounts billed to customers for shipping and handling costs are recorded in revenue whereas shipping and handling costs incurred by the Company are included in operating expenses, including cost of revenue in the Consolidated Statements of Operations and Comprehensive Income (Loss). Cash and Cash Equivalents The Company’s cash primarily consists of cash in various banks in the United States. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company does not have any cash equivalents as of December 31, 2018 and 2017. Fair Value The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value . ● Level 1 — uses quoted prices in active markets for identical assets or liabilities. ● Level 2 — uses observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. The Company’s only financial instruments carried at fair value, with changes in fair value flowing through current earnings, consist of contingent consideration liabilities recorded in conjunction with business combinations, as follows (in thousands): Fair Value Measurement at Reporting Date Using Balance as of December 31, 2018 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Contingent consideration - current $ 2,470 $ - $ - $ 2,470 Contingent consideration - long-term 3,846 - - 3,846 Total liabilities measured at fair value $ 6,316 $ - $ - $ 6,316 Balance as of December 31, 2017 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Contingent consideration - current $ - $ - $ - $ - Contingent consideration - long-term 4,132 - - 4,132 Total liabilities measured at fair value $ 4,132 $ - $ - $ 4,132 There were no transfers made among the three levels in the fair value hierarchy for the years ended December 31, 2018 and 2017. The following table presents additional information about Level 3 liabilities measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the unrealized gains and losses for liabilities within the Level 3 category may 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. Changes in Level 3 liabilities measured at fair value for the years ended December 31, 2018 and 2017 (in thousands): Contingent consideration - January 1, 2017 $ 4,132 Contingent consideration - December 31, 2017 $ 4,132 Fair value of contingent consideration - Clean Line (March 28, 2018) 507 Fair value of contingent consideration - Quail Run (October 3, 2018) 2,956 Change in fair value of contingent consideration (recognized in earnings) (1,279 ) $ 6,316 The fair value of the Company’s contingent consideration liabilities recorded as part of the acquisitions of Enpro Holdings Group (“Enpro”), Clean Line Waste Water Solutions Limited (“Clean Line”) and Quail Run Services, LLC (“Quail Run”) has been classified within Level 3 in the fair value hierarchy. The contingent consideration represents the estimated fair value of future payments due to the sellers of Enpro, Clean Line and Quail Run based on each company’s achievement of annual earnings targets in certain years and other events considered in certain transaction documents. The initial fair values of the contingent consideration was calculated through the use of either Monte Carlo simulation or modified Black-Scholes analyses based on earnings projections for the respective earn-out periods, corresponding earnings thresholds, and approximate timing of payments as outlined in the purchase agreements. The analyses utilized the following assumptions: (i) expected term; (ii) risk-adjusted net sales or earnings; (iii) risk-free interest rate; and (iv) expected volatility of earnings. Estimated payments, as determined through the respective models, were further discounted by a credit spread assumption to account for credit risk. The contingent consideration is revalued to fair value each period, and any increase or decrease is recorded in operating income (loss). The fair value of the contingent consideration may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. See Note 4. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value because of the short-term nature of these instruments. The carrying value of the Company’s term loans and revolving credit facilities, including the current portion, approximate fair value as the terms and conditions of these loans are consistent with comparable market debt issuances. The carrying value of the equipment loans approximate fair value as the underlying interest rates approximate current market rates for all periods presented (Level 2). The Company measures certain assets at fair value on a non-recurring basis, generally annually or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. These assets include goodwill and other intangible assets. See Note 6. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Trade Receivables and Allowance for Doubtful Accounts Customers are domestic and international shippers, major oil companies, independent exploration and production companies, pipeline and transportation companies, power generating operators, industrial companies, airports and state and local government agencies. All customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company routinely reviews its trade receivables and makes provisions for probable doubtful accounts based on the credit worthiness of the parties involved, historical collection information and economic conditions. However, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables that are deemed uncollectible are removed from accounts receivable and from the allowance for doubtful accounts when collection efforts have been exhausted. The Company records allowances for doubtful accounts receivable based upon expected collectability. The reserve is generally established based upon an analysis of its aged receivables. Additionally, if necessary, a specific reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of a bankruptcy filing or deterioration in the customer’s operating results or financial position. The Company also regularly reviews the allowance by considering factors such as historical collections experience, credit quality, age of the accounts receivable balance and current economic conditions that may affect a customer’s ability to pay. If actual bad debts differ from the reserves calculated, the Company records an adjustment to bad debt expense in the period in which the difference occurs. The following table provides a roll forward of the allowance for doubtful accounts for the years ended December 31, 2018 and 2017 (in thousands): Years ended December 31, 2018 2017 2016 Allowance for doubtful accounts, beginning of period $ 895 $ 1,948 $ 1,074 Bad debt expense (benefit) 124 (240 ) 1,733 Write-offs, net of recoveries, for bad debt (392 ) (813 ) (859 ) Allowance for doubtful accounts, end of period $ 627 $ 895 $ 1,948 Concentrations of Credit Risk The Company is exposed to concentrations of credit risk associated with its cash and cash equivalents. The Company minimizes its credit risk relating to these positions by monitoring the financial condition of the financial institutions and by primarily conducting business with large, well-established financial institutions. The Company is also exposed to concentrations of credit risk relating to its trade receivables due from customers in the industries described above. Credit risk associated with a portion of the Company’s trade receivables is reduced by its ability to submit claims to the Oil Spill Liability Trust Fund (“OSLTF”) for reimbursement of unpaid customer receivables related to services regulated under the provisions of the Oil Pollution Act of 1990 (“OPA 90”), and in some cases credit risk is reduced by contract terms which obligates the Company to pay for subcontracted services only when paid for by its customer. As of December 31, 2018 and 2017, the Company did not have any trade receivables that are eligible for submission to the OSLTF for reimbursement. The Company also offers a diverse portfolio of oilfield support services and functions for customers in oil and gas exploration companies, midstream pipelines, plant operators and other oilfield services companies active in Eagle Ford and Permian Basin of West Texas. Consequently, the Company’s ability to collect the amount due from customers may be affected by economic fluctuations in the industries or in the areas in which it operates. The Company does not generally require collateral or other security to support its outstanding receivables. The Company minimizes its credit risk relating to receivables by performing ongoing credit evaluations and, to date, credit losses have not been material. Debt Issuance Costs The Company accounts for debt issuance costs in accordance with Accounting Standards Update (“ASU”) 2015-03, whereby debt issuance costs are reflected as a reduction to the term loan. The Company amortizes these costs as interest expense over the scheduled maturity period of the debt. Inventories Inventories, which consist primarily of supplies used for emergency response and industrial services, are stated at the lower of cost (using the first-in, first-out method) or net realizable value. The Company records write-downs, as needed, to adjust the carrying amount of inventories to the lower of cost or net realizable value. There were no inventory write-downs for the years ended December 31, 2018, 2017 and 2016. Property and Equipment Property and equipment, stated at cost, are depreciated using the straight-line method over the estimated useful life of the asset, or for leasehold improvements, over the shorter of the estimated useful life or the lease term, to an estimated salvage value. As of December 31, 2018 and 2017, the estimated useful lives (in years) of each of the Company’s classes of property and equipment were as follows: Useful Lives Vessels and equipment 10 Vehicles and trailers 5 Machinery and equipment 5-10 Office equipment and fixtures 3-15 Leasehold improvements 10 Computer systems/license fees 3 Equipment replacement, maintenance and repair costs and the costs of routine dry-dock inspections, which do not extend the lives of the assets, are charged to operating expense as incurred. However, major improvements, including expenditures incurred during routine and regulatory related dry-docking of the Company’s vessels that extend the useful life or improve the marketing and commercial characteristics of the vessels and related spill equipment affixed to the vessel are capitalized. Costs of the assets sold or retired and the related accumulated depreciation are eliminated from accounts in the year of sale or retirement and resulting gains or losses are recognized within the Consolidated Statements of Operations and Comprehensive Income (Loss). Property and equipment and other long-lived assets that have definitive lives are evaluated for impairment when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable (each, a “triggering event”). Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to its fair value. For the years ended December 31, 2018, 2017 and 2016, the Company did not record impairment charges related to property and equipment. Intangible Assets Identifiable intangible assets represent tradenames, customer relationships, permits/licenses, trademarks, backlog and non-compete agreements acquired in business combinations and are being amortized over their respective estimated useful lives, which approximate the pattern in which the assets’ economic benefits are consumed, ranging from 2 to 26 years. The fair value of the trademarks is determined using the relief from royalty method and certain customer relationships are valued using the multi-period excess earnings method. The Company assesses the fair value of all other identifiable intangible assets for businesses acquired using an income-based approach, which is based on a detailed valuation that used information and assumptions produced by management which considers management’s best estimates of inputs and assumptions that a market participant would use. Under the income approach, the fair value of the intangible asset is based on the present value of estimated future cash flows. The income approach is based on a number of factors including estimates of future market growth trends, forecasted revenues and expenses, appropriate discount rates and other variables. The estimates are based on assumptions that the Company believes to be reasonable, but such assumptions are subject to unpredictability and uncertainty. For amortizable intangible assets, the Company performs an impairment analysis when circumstances suggest that the carrying values of those assets may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. During 2016, $7.8 million of intangible assets were deemed to be impaired. There were no indicators of impairments for the years ended December 31, 2018 and 2017. In October 2018, the Company acquired trademarks with an indefinite life as part of the Quail Run acquisition. Goodwill Goodwill is comprised of the purchase price of business acquisitions in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized but is reviewed for impairment annually as of December 31, or when events or changes in the business environment indicate that the carrying value of the reporting unit may exceed its fair value, by comparing the fair value of each reporting unit to its carrying value, including goodwill. For the years ended December 31, 2017 and 2016, when testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the carrying value of a reporting unit exceeds its fair value, then no further analysis is required. If the qualitative assessment indicates, however, that it is more likely than not that the carrying value of a reporting unit exceeds its fair value, then a quantitative impairment test must be performed. In the first step of the two-step quantitative impairment test, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess. In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment During 2016, $17.1 million of goodwill was deemed to be impaired. There were no impairments for the years ended December 31, 2018 and 2017. Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting based on Accounting Standards Codification (“ASC”) 805 — Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Insurance Coverage The Company maintains marine hull, liability and war risk, general liability, workers compensation and other insurance customary in the industry in which the Company operates. Most of the insurance is obtained through third party insurance programs with premiums charged to participating businesses based on insured asset values. The Company participates in third party sponsored health benefit plans for its participating employees and is not self-insured. Leases The Company enters into leases for certain facilities and equipment. For operating leases, rent expense is recognized on a straight-line basis over the expected lease term. Leases generally contain lease renewal options at fair market value and range in duration from one to eleven years. Capital leases are recorded as an asset and an obligation at an amount equal to the present value of the minimum lease payments during the lease term and range in duration from one to five years. Amortization expense related to capital leases is included in depreciation and amortization expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). Asset Retirement Obligations Under the terms of its oilfield waste disposal permit for the SKCD facility, the Company is required to perform certain necessary closure activities as required by the RRC. The SKCD facility consists of multiple active and planned disposal pits within the facility, each of which must be closed once they have reached their permitted capacity for waste. Closure of the disposal pit entails capping the pit with a high density polyethylene liner and topsoil amongst other environmental remediation procedures. The Company records an asset retirement obligation (“ARO”) for disposal pits in the year they become active and begin receiving oilfield waste, the balance of which represents the estimated amount the Company will incur to close each disposal pit in the landfill. The liability is initially recorded at fair value with the corresponding cost capitalized as a component of property and equipment within the Consolidated Balance Sheet. The liability is accreted to its present value each period, and the capitalized costs are amortized on a straight-line basis over the expected period of operation of the respective disposal pit. The Company determines the ARO by calculating the present value of estimated future cash flows related to the liability. Estimating the future ARO requires management to make estimates and judgments regarding timing and existence of a liability, as well as the necessary cost to achieve adequate closure of each pit. Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate costs, inflation factors, credit adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the related asset. In each of December 2017 and April 2018, the Company established an ARO liability and associated asset in the amount of $0.65 million and $0.65 million, respectively. For the year ended December 31, 2018, the Company recorded accretion expense of $0.1 million. No accretion expense was recorded for the year ended December 31, 2017. As of December 31, 2018 and 2017, the ARO liability was $1.4 million and $0.7 million, respectively. These ARO liabilities relate to the future closure costs associated with Disposal Pit #1 and Disposal Pit #2, respectively. Disposal Pit #1 and Disposal Pit #2 are the Company’s only active cells in the SKCD facility. This obligation represents the net present value of the estimated future payout of approximately $1.6 million, which is expected to be incurred by the Company upon closure of Disposal Pit #1 in 2020 and Disposal Pit # 2 in 2019/2020. Income Taxes There are two major components of income tax expense, current and deferred. Current income tax expense or benefit approximates cash to be paid or refunded for taxes for the applicable period. Deferred tax expense or benefit is the result of changes between deferred tax assets and liabilities. Deferred income tax assets and liabilities have been provided in recognition of the income tax effect attributable to the book and tax basis differences of assets and liabilities reported in the accompanying consolidated financial statements. Deferred tax assets or liabilities are provided using the enacted tax rates expected to apply to taxable income in the periods in which they are expected to be settled or realized. Interest and penalties relating to uncertain tax positions are recognized in interest expense and general and administrative expense, respectively, in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). When necessary, the Company records a valuation allowance to reduce its deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Foreign Currency Translation and Transactions The assets, liabilities and results of operations of certain consolidated entities are measured using their functional currency which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these entities with the Company, their assets and liabilities are translated to U.S. dollars at currency exchange rates as of the Consolidated Balance Sheet date and their revenues and expenses are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these entities’ consolidated financial statements are reported in accumulated other comprehensive loss in the Consolidated Balance Sheets and total other comprehensive income (loss) on the Consolidated Statements of Operations and Comprehensive Income (Loss). Certain entities of NRCG enter into transactions denominated in currencies other than their functional currency. Gains and losses from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in foreign currency transaction gains (loss) in the Consolidated Statements of Operations and Comprehensive Income (Loss). Comprehensive Income (Loss) Comprehensive income (loss) is the total of net loss and all other changes in shareholders’ equity (deficit) of an enterprise that result from transactions and other economic events of a reporting period other than transactions with its owners. The Company has chosen to disclose comprehensive income (loss) in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company’s other comprehensive income (loss) is comprised of currency translation adjustments. Recent Accounting Pronouncements Standards implemented In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes, Intra-Entity Transfers of Assets Other Than Inventory” (“Topic 740”). Topic 740 requires companies to recognize the income tax effects of intercompany sales and transfers of assets other than inventory in the period which the transfer occurs. Previously, companies were required to defer the income tax effects on intercompany transfer of assets until the asset has been sold to an outside party. On January 1, 2018, we adopted the guidance, which is effective for annual periods and related interim periods beginning after December 15, 2017 on a modified retrospective basis. There was no impact to our financial statements as a result of the adopting ASU No. 2016-16. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, For the Year Ended December 31, 2016 Cash $ 14,204 Restricted cash 1,500 Total cash and restricted cash $ 15,704 In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In January 2017, FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Standards to be implemented In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers: (Topic 606) Identifying Performance Obligations and Licensing In February 2016 the FASB issued ASU No. 2016-02 , Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In February 2018, the FASB issued ASU 2018-02, Income Statement — Reporting Comprehensive Income, (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Dis |