Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2020

Condensed Consolidated Financial Statements

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with instructions to the Quarterly Report on Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Readers of this report should refer to the consolidated financial statements and the notes thereto included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2020.

Unaudited Interim Financial Information

The accompanying interim Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Stockholders’ Equity and Condensed Consolidated Statements of Cash Flows for the periods presented are unaudited. Also, within the notes to the Condensed Consolidated Financial Statements, we have included unaudited information for these interim periods. These unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with GAAP. In our opinion, the accompanying unaudited Condensed Consolidated Financial Statements contain all normal and recurring adjustments necessary for a fair statement of the Company’s financial position as of June 30, 2020, and its results of operations and its cash flows for the six months ended June 30, 2020. The results for the six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020.

The Condensed Consolidated Balance Sheet as of December 31, 2019 was derived from our audited financial statements included in our Annual Report on Form 10-K filed with the SEC on May 12, 2020, but is presented as condensed and does not contain all of the footnote disclosures from the annual financial statements.

Recently Adopted Accounting Standards

New Revenue Recognition Standard

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), as amended by subsequent ASUs (collectively, “ASC Topic 606”) which amends the existing accounting standards for revenue recognition and establishes principles for recognizing revenue upon the transfer of promised goods or services to customers based on the expected consideration to be received in exchange for those goods or services. Effective December 31, 2019, management adopted ASC Topic 606 for the annual and quarterly periods beginning after January 1, 2019 using a modified retrospective transition approach. The financial information for the three and six months ended June 30, 2019 has been recast to conform to the new standard.

The adoption of ASC Topic 606 did not have an impact on revenue of our fixed-price and other service contracts. However, it did impact revenue of our construction-type contracts within our construction and service segments specifically in accounting for warranties. For many of our construction-type contracts, we previously included assurance-type warranties in total estimated project costs. Under ASC Topic 606, the estimated cost of satisfying assurance-type warranties is accrued in accordance with the guidance in ASC Topic 460, Guarantees. Upon adoption of ASC Topic 606, we removed estimated and actual warranty costs at the contract level and recognized a warranty liability and expense in direct proportion to the cost-to-cost method progress towards completion of the associated contract, which had a $0.6 million effect on our opening accumulated deficit balance at January 1, 2019.

The Company also offers service-type warranties on certain construction-type projects. These service-type warranties were not accounted for as a separate performance obligation prior to the adoption of ASC Topic 606. Upon adoption of ASC Topic 606, we allocated a portion of the contract's transaction price to the service-type warranty based on its estimated standalone selling price. The accounting for service-type warranties under ASC Topic 606 did not have a material impact on the condensed consolidated financial statements.

In addition, as of January 1, 2019, we began to separately present contract assets and liabilities on the consolidated balance sheets. Contract assets include amounts due under contractual retainage provisions that were previously included in accounts receivable as well as costs and estimated earnings in excess of billings on uncompleted contracts that were previously separately presented. Contract liabilities include billings in excess of costs and estimated earnings on uncompleted contracts that were previously separately presented and provisions for losses. See Note 5 - Contract Assets and Liabilities for further information.

The adoption of ASC Topic 606 had no impact on the cash flows provided by operating activities in the Company's condensed consolidated statements of cash flows.

Notes 2, 4, 5, and 16 include additional information relating to our adoption of ASC Topic 606. Note 12 includes information regarding our revenue disaggregated by segment.

Refer to the section, Effects of Adoption of ASC 606 and ASC 842 on Condensed Consolidated Financial Statements, below for additional disclosures around the quantitative impacts that the adoption of ASC Topic 606 had on our condensed consolidated financial statements.

New Leasing Standard

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended and supplemented by subsequent ASUs (collectively, “ASC Topic 842”). ASC Topic 842 amends the existing guidance in Accounting Standards Codification (“ASC”) 840, Leases. This ASU requires, among other things, the recognition of lease right-of-use (“ROU”) assets and lease liabilities by lessees for those leases currently classified as operating leases. Effective December 31, 2019, management adopted ASC Topic 606 for the annual and quarterly periods beginning after January 1, 2019 using a modified retrospective transition approach. The financial information for the quarter-ended June 30, 2019 has been recast to conform to the new standard.

The Company elected the package of practical expedients which provides relief from having to reassess (1) whether any expired or existing contracts contain leases, (2) lease classification (as operating or financing) for any expired or existing leases, and (3) initial direct costs for any existing leases. The Company also elected not to separate non-lease components from lease components and did not elect the hindsight practical expedient.

The adoption of ASC Topic 842 had no impact to the Company's condensed consolidated statements of operations or the consolidated cash flows provided by operating and financing activities in the Company's condensed consolidated statements of cash flows.

Refer to Note 13 - Leases for additional information regarding the impact of the adoption of ASC Topic 842 on the Company's financial position.

Additionally, refer to the section, Effects of Adoption of ASC 606 and ASC 842 on Condensed Consolidated Financial Statements, below for additional disclosures around the quantitative impacts that the adoption of ASC Topic 842 had on our condensed consolidated financial statements.

Effects of Adoption of ASC 606 and ASC 842 on Condensed Consolidated Financial Statements

The effect of the changes made to the Company's condensed consolidated June 30, 2019 balance sheet and condensed consolidated statement of operations for the three and six month periods ended June 30, 2019 for the adoption of ASC Topic 606 and ASC Topic 842 were as follows:



CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands)	Previously Reported Balance as of June 30, 2019^(a)		Adjustments due to ASC Topic 606		Adjustments due to ASC Topic 842		Balance as of June 30, 2019 (As Recast)
Assets
Accounts receivable, net ^(b)	142,761		(31,236	)	—		111,525
Contract assets	—		68,285		—		68,285
Costs and estimated earnings in excess of billings on uncompleted contracts	36,030		(36,030	)	—		—
Other current assets	4,637		1		—		4,638
Operating lease right-of-use assets ^(c)	—		—		22,685		22,685
Deferred tax asset	4,170		(207	)	—		3,963

Liabilities
Contract liabilities	—		44,131		—		44,131
Billings in excess of costs and estimated earnings on uncompleted contracts	46,536		(46,536	)	—		—
Accrued expenses and other current liabilities	24,575		2,663		—		27,238
Current portion of long-term debt	2,173		—		62		2,235
Current operating lease liabilities ^(c)	—		—		3,824		3,824
Long-term debt	39,983		—		65		40,048
Long-term operating lease liabilities ^(c)	—		—		19,656		19,656
Other long-term liabilities	2,498		—		(794	)	1,704

Stockholders' Equity
Accumulated deficit	(7,782	)	555		(128	)	(7,355	)

(a) Balances as previously reported on the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

(b) Prior to the adoption of ASC Topic 606, retainage receivable was included within accounts receivable, net.

(c) Prior to the adoption of ASC Topic 842, operating lease right-of-use assets and current and long-term operating lease liabilities were not recorded on the Company's condensed consolidated balance sheets.



CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
	Three months ended June 30, 2019
(in thousands)	Previously Reported^(a)			Adjustments due to ASC Topic 606			Adjustments due to ASC Topic 842		As Recast
Revenue
Construction	$	104,925		$	(166	)	—		$	104,759
Service	27,828			16			—		27,844
Total revenue	132,753			(150		)	—		132,603
Cost of revenue
Construction	94,503			(427		)	—		94,076
Service	20,849			(17		)	—		20,832
Total cost of revenue	115,352			(444		)	—		114,908
Gross profit	17,401			294			—		17,695
Operating expenses:
Selling, general and administrative expenses	17,079			—			—		17,079
Amortization of intangibles	175			—			—		175
Total operating expenses	17,254			—			—		17,254
Operating income	147			294			—		441
Other income (expenses):
Interest expense, net	(1,597		)	—			—		(1,597		)
Gain on disposition of property and equipment	9			—			—		9
Loss on debt extinguishment	(513		)	—			—		(513		)
Loss on change in fair value of warrant liability	(103		)	—			—		(103		)
Total other expenses	(2,204		)	—			—		(2,204		)
Income before income taxes	(2,057		)	294			—		(1,763		)
Income tax provision (benefit)	(553		)	79			—		(474		)
Net loss	$	(1,504	)	$	215		$	—	$	(1,289	)

(a) Balances as previously reported on the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 2019.



CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
	Six months ended June 30, 2019
(in thousands)	Previously Reported^(a)			Adjustments due to ASC Topic 606			Adjustments due to ASC Topic 842		As Recast
Revenue
Construction	$	209,599		$	(380	)	$	—	$	209,219
Service	57,105			26			—		57,131
Total revenue	266,704			(354		)	—		266,350
Cost of revenue
Construction	185,864			(244		)	—		185,620
Service	43,406			5			—		43,411
Total cost of revenue	229,270			(239		)	—		229,031
Gross profit	37,434			(115		)	—		37,319
Operating expenses:
Selling, general and administrative expenses	33,124			—			—		33,124
Amortization of intangibles	350			—			—		350
Total operating expenses	33,474			—			—		33,474
Operating income	3,960			(115		)	—		3,845
Other income (expenses):
Interest expense, net	(2,430		)	—			—		(2,430		)
Gain on disposition of property and equipment	21			—			—		21
Loss on debt extinguishment	(513		)	—			—		(513		)
Loss on change in fair value of warrant liability	(103		)	—			—		(103		)
Total other expenses	(3,025		)	—			—		(3,025		)
Income before income taxes	935			(115		)	—		820
Income tax provision (benefit)	293			(32		)	—		261
Net income	$	642		$	(83	)	$	—	$	559

(a) Balances as previously reported on the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 2019.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss methodology for the measurement and recognition of credit losses on most financial instruments, including trade receivables and off-balance sheet credit exposure. Under this guidance, an entity is required to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses. This ASU also requires disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. The guidance is effective for smaller reporting companies on January 1, 2023 with early adoption permitted. The adoption of this standard will be through a cumulative-effect adjustment to retained earnings as of the effective date. Based on our historical experience, the Company does not expect that this pronouncement will have a significant impact in its financial statements or on the estimate of the allowance for doubtful accounts.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which affects general principles within Topic 740, and is meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. The changes are effective for annual periods beginning after December 15, 2020. Management is currently assessing the impact of this pronouncement on its condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments, which makes improvements to financial instruments guidance. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. With regard to amendments related to Issue 1, Issue 2, Issue 4 and Issue 5, for public business entities, the amendments are effective upon issuance of this final ASU. With regard to amendments related to Issue 6 and Issue 7, for entities that have not yet adopted the guidance in Update 2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in ASU 2016-13. For entities that have adopted the guidance in ASU 2016-13, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We do not expect the adoption of this pronouncement to have a material impact on our condensed consolidated financial statements or presentation thereof.

The FASB also issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting in March 2020. The new guidance provides optional expedients for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The guidance is effective prospectively as of March 12, 2020 through December 31, 2022 and interim periods within those fiscal years. We do not expect the adoption of this ASU to have a material impact on our condensed consolidated financial statements or presentation thereof.

Fair Value Measurements

The Company measures the fair value of financial assets and liabilities in accordance with ASC Topic 820 – Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:


•	Level 1 — inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date;

•

Level 2 — inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities; and


•	Level 3 — unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company believes that the carrying amounts of its financial instruments, including cash and cash equivalents, trade accounts receivable and accounts payable consist primarily of instruments without extended maturities, which approximate fair value primarily due to their short-term maturities and low risk of counterparty default. We also believe that the carrying value of the 2019 Refinancing Agreement term loan approximates its fair value due to the variable rate on such debt. As of June 30, 2020 and December 31, 2019, the Company determined that the fair value of its 2019 Refinancing Agreement term loan was $41.0 million at each date. Such fair value is determined using discounted estimated future cash flows using level 3 inputs.

In connection with the 2019 Refinancing Agreement, on the Refinancing Closing Date, the Company issued to CB and the other lenders under the CB Warrants to purchase up to a maximum of 263,314 shares of the Company's common stock at an exercise price of $7.63 per share subject to certain adjustments, including for stock dividends, stock splits or reclassifications (refer to Note 7 - Debt). The fair value of the Company’s warrant liability is recorded in the Company’s condensed consolidated financial statements and is determined using the Black-Scholes-Merton option pricing model. The valuation inputs include the quoted price of the Company’s common stock in an active market, volatility and expected life of the warrants, which are Level 3 inputs. Volatility is based on the actual market activity of the Company’s stock. The expected life is based on the remaining contractual term of the warrants and the risk-free interest rate is based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life.