UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 20222023.
OrOR
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 001-36868
SUNWORKS, INC.
(NameExact name of registrant as specified in its charter)
Delaware | 01-0592299 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1555 Freedom Boulevard
ProvoProvo, UT 84604
(Address of principal executive offices) (Zip Code)
(385) (385)497-6955
(Registrant’s telephone Number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |||
Common stock, par value $0.001 per share | SUNW |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares of registrant’s common stock outstanding as of August 9, 202211, 2023 was .
TABLE OF CONTENTS
2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this Quarterly Report) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and we intend that such forward-looking statements be subject to the safe harbors created thereby. For this purpose, any statements contained in this Quarterly Report except for statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, trends in our businesses, or other characterizations of future events or circumstances are forward-looking statements.
The forward-looking statements included herein are based on current expectations of our management based on available information and involve a number of risks and uncertainties, all of which are difficult or impossible to predict accurately and many of which are beyond our control. As such, our actual results may differ significantly from those expressed in any forward-looking statements. Factors that might cause these differences in actual results include the risksimpacts on us, our operations, or our future financial and uncertaintiesoperational results; discussed in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20212022, as amended by our Form 10-K/A filed on May 1, 2023 (our Annual Report)“Annual Report”), and the additional risks described in other documents we file from time to time with the Securities and Exchange Commission (SEC)(the “SEC”). In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking information. Except as may be required by law, we disclaim any intent to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
3 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SUNWORKS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 20222023 AND DECEMBER 31, 20212022
(in thousands, except share and per share data)
June 30, 2022 | December 31, 2021 | June 30, 2023 | December 31, 2022 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Assets | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 12,067 | $ | 19,719 | $ | 4,631 | $ | 7,807 | ||||||||
Restricted cash | 323 | 323 | 249 | 248 | ||||||||||||
Accounts receivable, net | 8,012 | 4,568 | 14,712 | 13,873 | ||||||||||||
Inventory | 18,822 | 10,219 | 18,937 | 26,401 | ||||||||||||
Contract assets | 19,637 | 14,498 | 16,201 | 20,699 | ||||||||||||
Other current assets | 4,748 | 4,154 | 3,279 | 5,824 | ||||||||||||
Total Current Assets | 63,609 | 53,481 | 58,009 | 74,852 | ||||||||||||
Property and equipment, net | 2,778 | 3,195 | 1,488 | 2,154 | ||||||||||||
Finance lease right-of-use assets, net | 1,488 | 1,407 | 4,300 | 2,487 | ||||||||||||
Operating lease right-of-use assets | 2,212 | 2,502 | ||||||||||||||
Operating lease right-of-use assets, net | 2,374 | 2,779 | ||||||||||||||
Deposits | 139 | 132 | 199 | 192 | ||||||||||||
Intangible assets, net | 6,383 | 7,910 | 4,630 | 5,290 | ||||||||||||
Goodwill | 32,186 | 32,186 | 32,186 | 32,186 | ||||||||||||
Total Assets | $ | 108,795 | $ | 100,813 | $ | 103,186 | $ | 119,940 | ||||||||
Liabilities and Shareholders’ Equity | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable and accrued liabilities | $ | 16,323 | $ | 11,127 | $ | 22,209 | $ | 24,567 | ||||||||
Contract liabilities | 19,417 | 12,201 | 21,231 | 24,960 | ||||||||||||
Finance lease liability, current portion | 440 | 424 | ||||||||||||||
Operating lease liability, current portion | 967 | 993 | ||||||||||||||
Finance lease liabilities, current portion | 1,047 | 631 | ||||||||||||||
Operating lease liabilities, current portion | 1,008 | 1,098 | ||||||||||||||
Total Current Liabilities | 37,147 | 24,745 | 45,495 | 51,256 | ||||||||||||
Long-Term Liabilities: | ||||||||||||||||
Finance lease liability, net of current portion | 618 | 542 | ||||||||||||||
Operating lease liability, net of current portion | 1,245 | 1,509 | ||||||||||||||
Finance lease liabilities, net of current portion | 2,911 | 1,470 | ||||||||||||||
Operating lease liabilities, net of current portion | 1,366 | 1,681 | ||||||||||||||
Warranty liability | 1,371 | 1,251 | 1,716 | 1,596 | ||||||||||||
Total Long-Term Liabilities | 3,234 | 3,302 | 5,993 | 4,747 | ||||||||||||
Total Liabilities | 40,381 | 28,047 | 51,488 | 56,003 | ||||||||||||
Commitments and contingencies | - | - | - | - | ||||||||||||
Shareholders’ Equity: | ||||||||||||||||
Preferred stock, $ par value, authorized shares; shares issued and outstanding | - | - | ||||||||||||||
Common stock, $ par value; authorized shares; and shares issued and outstanding, at June 30, 2022 and December 31, 2021, respectively | 33 | 29 | ||||||||||||||
Preferred stock Series B, $ | par value, authorized shares; shares issued and outstanding- | - | ||||||||||||||
Common stock, $ | par value; authorized shares; and shares issued and outstanding, at June 30, 2023 and December 31, 2022, respectively41 | 35 | ||||||||||||||
Additional paid-in capital | 199,433 | 187,997 | 214,194 | 207,373 | ||||||||||||
Accumulated deficit | (131,052 | ) | (115,260 | ) | (162,537 | ) | (143,471 | ) | ||||||||
Total Shareholders’ Equity | 68,414 | 72,766 | 51,698 | 63,937 | ||||||||||||
Total Liabilities and Shareholders’ Equity | $ | 108,795 | $ | 100,813 | $ | 103,186 | $ | 119,940 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4 |
SUNWORKS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE Three and six months ended June 30, 2023 and 2022
(in thousands, except share and per share data)
June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | |||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | |||||||||||||
Revenue, net | $ | 34,638 | $ | 36,397 | $ | 72,537 | $ | 67,593 | ||||||||
Cost of Goods Sold | 23,196 | 19,803 | 49,173 | 37,827 | ||||||||||||
Gross Profit | 11,442 | 16,594 | 23,364 | 29,766 | ||||||||||||
Operating Expenses: | ||||||||||||||||
Selling and marketing | 11,967 | 14,318 | 24,046 | 26,548 | ||||||||||||
General and administrative | 9,773 | 8,495 | 18,616 | 15,305 | ||||||||||||
Stock-based compensation | 436 | 371 | 880 | 1,655 | ||||||||||||
Depreciation and amortization | 623 | 1,071 | 1,245 | 2,121 | ||||||||||||
Total Operating Expenses | 22,799 | 24,255 | 44,787 | 45,629 | ||||||||||||
Operating Loss | (11,357 | ) | (7,661 | ) | (21,423 | ) | (15,863 | ) | ||||||||
Other Income (Expense) | ||||||||||||||||
Other income (expense), net | (1,016 | ) | 51 | 4,049 | 53 | |||||||||||
Interest expense | (173 | ) | (59 | ) | (242 | ) | (66 | ) | ||||||||
Gain (Loss) on disposal of property and equipment | (18 | ) | 178 | (1,338 | ) | 178 | ||||||||||
Total Other Income (Expense), net | (1,207 | ) | 170 | 2,469 | 165 | |||||||||||
Loss before Income Taxes | (12,564 | ) | (7,491 | ) | (18,954 | ) | (15,698 | ) | ||||||||
Income Tax Expense | 112 | 94 | 112 | 94 | ||||||||||||
Net Loss | $ | (12,676 | ) | $ | (7,585 | ) | $ | (19,066 | ) | $ | (15,792 | ) | ||||
LOSS PER SHARE: | ||||||||||||||||
Basic | $ | (0.34 | ) | $ | (0.23 | ) | $ | (0.52 | ) | $ | (0.51 | ) | ||||
Diluted | $ | (0.34 | ) | $ | (0.23 | ) | $ | (0.52 | ) | $ | (0.51 | ) | ||||
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||||||||||||||
Basic | 37,524,312 | 32,907,289 | 36,477,806 | 31,262,031 | ||||||||||||
Diluted | 37,524,312 | 32,907,289 | 36,477,806 | 31,262,031 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
SUNWORKS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 and 2021
(in thousands, except share and per share data)
June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||||||||||
Revenue, net | $ | 36,397 | $ | 32,091 | $ | 67,593 | $ | 38,260 | ||||||||
Cost of Goods Sold | 19,532 | 16,953 | 36,697 | 23,031 | �� | |||||||||||
Gross Profit | 16,865 | 15,138 | 30,896 | 15,229 | ||||||||||||
Operating Expenses: | ||||||||||||||||
Selling and marketing | 14,318 | 10,165 | 26,548 | 11,396 | ||||||||||||
General and administrative | 8,525 | 6,738 | 15,961 | 10,190 | ||||||||||||
Stock-based compensation | 371 | 1,113 | 1,655 | 1,264 | ||||||||||||
Depreciation and amortization | 1,312 | 1,905 | 2,595 | 1,970 | ||||||||||||
Total Operating Expenses | 24,526 | 19,921 | 46,759 | 24,820 | ||||||||||||
Operating Loss | (7,661 | ) | (4,783 | ) | (15,863 | ) | (9,591 | ) | ||||||||
Other Income (Expense) | ||||||||||||||||
Other income, net | 51 | 2,886 | 53 | 2,890 | ||||||||||||
Interest expense | (59 | ) | (21 | ) | (66 | ) | (30 | ) | ||||||||
Gain on disposal of property and equipment | 178 | 51 | 178 | 51 | ||||||||||||
Total Other Income, net | 170 | 2,916 | 165 | 2,911 | ||||||||||||
Loss before Income Taxes | (7,491 | ) | (1,867 | ) | (15,698 | ) | (6,680 | ) | ||||||||
Income Tax Expense | 94 | - | 94 | - | ||||||||||||
Net Loss | $ | (7,585 | ) | $ | (1,867 | ) | $ | (15,792 | ) | $ | (6,680 | ) | ||||
LOSS PER SHARE: | ||||||||||||||||
Basic | $ | (0.23 | ) | $ | (0.07 | ) | $ | (0.51 | ) | $ | (0.26 | ) | ||||
Diluted | $ | (0.23 | ) | $ | (0.07 | ) | $ | (0.51 | ) | $ | (0.26 | ) | ||||
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||||||||||||||
Basic | 32,907,289 | 27,047,744 | 31,262,031 | 26,145,676 | ||||||||||||
Diluted | 32,907,289 | 27,047,744 | 31,262,031 | 26,145,676 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5 |
SUNWORKS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDEDThree and six months ended June 30, 20222023 and 20212022
(in thousands, except share data)
Additional | Additional | |||||||||||||||||||||||||||||||||||||||
Common Stock | Paid-in | Accumulated | Common Stock | Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||
Shares | Amount | Capital | Deficit | Total | Shares | Amount | Capital | Deficit | Total | |||||||||||||||||||||||||||||||
Balance at December 31, 2021 | 29,193,772 | $ | 29 | $ | 187,997 | $ | (115,260 | ) | $ | 72,766 | ||||||||||||||||||||||||||||||
Stock-based compensation | - | - | 1,284 | - | 1,284 | |||||||||||||||||||||||||||||||||||
Issuance of common stock under terms of restricted stock grants | 121,666 | - | - | - | - | |||||||||||||||||||||||||||||||||||
Sales of common stock pursuant to S-3 registration statement, net | 2,757,830 | 3 | 7,811 | - | 7,814 | |||||||||||||||||||||||||||||||||||
Net loss for the three months ended March 31, 2022 | - | - | - | (8,207 | ) | (8,207 | ) | |||||||||||||||||||||||||||||||||
Balance at March 31, 2022 | 32,073,268 | 32 | 197,092 | (123,467 | ) | 73,657 | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2022 | 35,374,978 | $ | 35 | $ | 207,373 | $ | (143,471 | ) | $ | 63,937 | ||||||||||||||||||||||||||||||
Stock-based compensation | - | - | 371 | - | 371 | - | - | 444 | - | 444 | ||||||||||||||||||||||||||||||
Issuance of common stock under terms of restricted stock grants | 95,000 | - | - | - | - | 104,267 | - | - | - | - | ||||||||||||||||||||||||||||||
Tax withholdings related to net share settlements of equity awards | (16,703 | ) | - | (34 | ) | - | (34 | ) | (13,271 | ) | - | (39 | ) | - | (39 | ) | ||||||||||||||||||||||||
Sales of common stock pursuant to S-3 registration statement, net | 783,257 | 1 | 2,004 | - | 2,005 | 100,000 | 1 | 141 | - | 142 | ||||||||||||||||||||||||||||||
Net loss for the three months ended June 30, 2022 | - | - | - | (7,585 | ) | (7,585 | ) | |||||||||||||||||||||||||||||||||
Balance at June 30, 2022 | 32,934,822 | $ | 33 | $ | 199,433 | $ | (131,052 | ) | $ | 68,414 | ||||||||||||||||||||||||||||||
Net loss for the three months ended March 31, 2023 | - | - | - | (6,390 | ) | (6,390 | ) | |||||||||||||||||||||||||||||||||
Balance at March 31, 2023 | 35,565,974 | 36 | 207,919 | (149,861 | ) | 58,094 | ||||||||||||||||||||||||||||||||||
Stock-based compensation | - | - | 436 | - | 436 | |||||||||||||||||||||||||||||||||||
Issuance of common stock under terms of restricted stock grants | 73,763 | - | - | - | - | |||||||||||||||||||||||||||||||||||
Tax withholdings related to net share settlements of equity awards | (3,598 | ) | - | (4 | ) | - | (4 | ) | ||||||||||||||||||||||||||||||||
Registered direct sale of common stock pursuant to S-3 registration statement, net | 4,050,000 | 4 | 4,286 | - | 4,290 | |||||||||||||||||||||||||||||||||||
Sales of common stock pursuant to S-3 registration statement, net | 1,294,743 | 1 | 1,557 | - | 1,558 | |||||||||||||||||||||||||||||||||||
Net loss for the three months ended June 30, 2023 | - | - | - | (12,676 | ) | (12,676 | ) | |||||||||||||||||||||||||||||||||
Balance at June 30, 2023 | 40,980,882 | $ | 41 | $ | 214,194 | $ | (162,537 | ) | $ | 51,698 |
Additional | ||||||||||||||||||||
Common Stock | Paid-in | Accumulated | ||||||||||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
Balance at December 31, 2020 | 23,835,258 | $ | 24 | $ | 122,668 | $ | (88,635 | ) | $ | 34,057 | ||||||||||
Stock-based compensation for options | - | - | 151 | - | 151 | |||||||||||||||
Sales of common stock pursuant to S-3 registration statement | 3,212,486 | 3 | 48,855 | - | 48,858 | |||||||||||||||
Net loss for the three months ended March 31, 2021 | - | - | - | (4,813 | ) | (4,813 | ) | |||||||||||||
Balance at March 31, 2021 | 27,047,744 | 27 | 171,674 | (93,448 | ) | 78,253 | ||||||||||||||
Stock-based compensation for options | - | - | 1,113 | - | 1,113 | |||||||||||||||
Net loss for the three months ended June 30, 2021 | - | - | - | (1,867 | ) | (1,867 | ) | |||||||||||||
Balance at June 30, 2021 | 27,047,744 | $ | 27 | $ | 172,787 | $ | (95,315 | ) | $ | 77,499 |
Additional | ||||||||||||||||||||
Common Stock | Paid-in | Accumulated | ||||||||||||||||||
Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
Balance at December 31, 2021 | 29,193,772 | $ | 29 | $ | 187,997 | $ | (115,260 | ) | $ | 72,766 | ||||||||||
Stock-based compensation | - | - | 1,284 | - | 1,284 | |||||||||||||||
Issuance of common stock under terms of restricted stock grants | 121,666 | - | - | - | - | |||||||||||||||
Sales of common stock pursuant to S-3 registration statement, net | 2,757,830 | 3 | 7,811 | - | 7,814 | |||||||||||||||
Net loss for the three months ended March 31, 2022 | - | - | - | (8,207 | ) | (8,207 | ) | |||||||||||||
Balance at March 31, 2022 | 32,073,268 | 32 | 197,092 | (123,467 | ) | 73,657 | ||||||||||||||
Balance | 32,073,268 | 32 | 197,092 | (123,467 | ) | 73,657 | ||||||||||||||
Stock-based compensation | - | - | 371 | - | 371 | |||||||||||||||
Issuance of common stock under terms of restricted stock grants | 95,000 | - | - | - | - | |||||||||||||||
Tax withholdings related to net share settlements of equity awards | (16,703 | ) | - | (34 | ) | - | (34 | ) | ||||||||||||
Sales of common stock pursuant to S-3 registration statement, net | 783,257 | 1 | 2,004 | - | 2,005 | |||||||||||||||
Net loss for the three months ended June 30, 2022 | - | - | - | (7,585 | ) | (7,585 | ) | |||||||||||||
Balance at June 30, 2022 | 32,934,822 | $ | 33 | $ | 199,433 | $ | (131,052 | ) | $ | 68,414 | ||||||||||
Balance | 32,934,822 | $ | 33 | $ | 199,433 | $ | (131,052 | ) | $ | 68,414 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6 |
SUNWORKS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED June 30, 20222023 and 20212022
(in thousands)
June 30, 2022 | June 30, 2021 | June 30, 2023 | June 30, 2022 | |||||||||||||
Six Months Ended | Six Months Ended | |||||||||||||||
June 30, 2022 | June 30, 2021 | June 30, 2023 | June 30, 2022 | |||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | �� | |||||||||||||||
Net loss | $ | (15,792 | ) | $ | (6,680 | ) | $ | (19,066 | ) | $ | (15,792 | ) | ||||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||||||||||
Depreciation and amortization | 2,595 | 1,970 | 1,967 | 2,595 | ||||||||||||
Amortization of right-of-use assets | 536 | 484 | 674 | 536 | ||||||||||||
Gain on sale of equipment | (178 | ) | (51 | ) | ||||||||||||
Paycheck Protection Program loan forgiveness | - | (2,881 | ) | |||||||||||||
Loss (Gain) on sale of inventory and equipment | 1,338 | (178 | ) | |||||||||||||
Stock-based compensation | 1,655 | 1,264 | 880 | 1,655 | ||||||||||||
Bad debt expense | 225 | 188 | 394 | 225 | ||||||||||||
Changes in Operating Assets and Liabilities, net of acquisition | ||||||||||||||||
Changes in Operating Assets and Liabilities: | ||||||||||||||||
Accounts receivable | (3,669 | ) | (3,952 | ) | (1,233 | ) | (3,669 | ) | ||||||||
Inventory | (8,603 | ) | (1,961 | ) | 3,494 | (8,603 | ) | |||||||||
Deposits and other current assets | (601 | ) | (782 | ) | 2,538 | (601 | ) | |||||||||
Contract assets | (5,139 | ) | (91 | ) | 4,498 | (5,139 | ) | |||||||||
Accounts payable and accrued liabilities | 5,196 | 1,635 | (2,358 | ) | 5,196 | |||||||||||
Contract liabilities | 7,216 | 1,378 | (3,729 | ) | 7,216 | |||||||||||
Warranty liability | 120 | 60 | 120 | 120 | ||||||||||||
Operating lease liability | (536 | ) | (484 | ) | ||||||||||||
Operating lease liabilities | (674 | ) | (536 | ) | ||||||||||||
NET CASH USED IN OPERATING ACTIVITIES | (16,975 | ) | (9,903 | ) | (11,157 | ) | (16,975 | ) | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||
Purchase of Solcius LLC, net of cash acquired | - | (50,619 | ) | |||||||||||||
Purchase of property and equipment | (439 | ) | (429 | ) | (150 | ) | (439 | ) | ||||||||
Proceeds from sale of equipment | 197 | 61 | ||||||||||||||
NET CASH USED IN INVESTING ACTIVITIES | (242 | ) | (50,987 | ) | ||||||||||||
Proceeds from sale of inventory and equipment | 2,631 | 197 | ||||||||||||||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 2,481 | (242 | ) | |||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||
Principal payments on finance lease liabilities | (220 | ) | (99 | ) | (446 | ) | (220 | ) | ||||||||
Proceeds from sale of common stock, net | 9,819 | 48,858 | 5,990 | 9,819 | ||||||||||||
Payments for taxes related to net share settlement of equity awards | (34 | ) | - | (43 | ) | (34 | ) | |||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 9,565 | 48,759 | 5,501 | 9,565 | ||||||||||||
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (7,652 | ) | (12,131 | ) | (3,175 | ) | (7,652 | ) | ||||||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH BEGINNING OF PERIOD | 20,042 | 39,339 | ||||||||||||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH BEGINNING OF YEAR | 8,055 | 20,042 | ||||||||||||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | $ | 12,390 | $ | 27,208 | $ | 4,880 | $ | 12,390 | ||||||||
Cash and cash equivalents | $ | 12,067 | $ | 26,860 | $ | 4,631 | $ | 12,067 | ||||||||
Restricted cash | 323 | 348 | 249 | 323 | ||||||||||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | $ | 12,390 | $ | 27,208 | $ | 4,880 | $ | 12,390 | ||||||||
CASH PAID FOR: | ||||||||||||||||
Interest | $ | 18 | $ | 11 | $ | 125 | $ | 18 | ||||||||
Franchise and corporate excise taxes | $ | 42 | $ | - | $ | 174 | $ | 42 | ||||||||
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||||||||||||||||
Increase in operating right-of-use assets and liabilities due to lease modification | - | 103 | ||||||||||||||
Right-of-use assets obtained in exchange for new finance lease liability | $ | 338 | 87 | |||||||||||||
Right-of-use assets obtained in exchange for new operating lease liability | $ | 247 | $ | 481 | ||||||||||||
Decrease in operating right-of-use assets as a result of lease modification | $ | 44 | $ | - | ||||||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 314 | $ | 247 | ||||||||||||
Right-of-use assets obtained in exchange for new finance liabilities | $ | 2,310 | $ | 338 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SUNWORKS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 20222023
(dollars in thousands, except share and per share data)
References herein to “we,” “us,” “Sunworks,” and “the Company” are to Sunworks, Inc. and its wholly owned subsidiaries, Sunworks United Inc. (“Sunworks United”), Commercial Solar Energy, Inc. (“CSE”), and Solcius LLC. (“Solcius”)
1. BASIS OF PRESENTATION
We provide photovoltaic (“PV”) and battery-based power and storage systems for the residential and commercial markets. Commercial projects include commercial, agricultural, industrial and public works projects. We operate in several residential and commercial markets including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, Massachusetts, Rhode Island, New York, Pennsylvania, New Jersey and South Carolina. Through our operating subsidiaries, we design, arrange financing, integrate, install, and manage systems ranging in size from 2kW (kilowatt) for residential projects to multi-MW (megawatt) systems for larger commercial and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions.
On April 8, 2021, Sunworks, Inc., through its operating subsidiary Sunworks United (the “Buyer”), acquired all of the issued and outstanding membership interests (the “Solcius Acquisition”) of Solcius, from Solcius Holdings, LLC (“Seller”). Located in Provo, Utah, Solcius is a full-service, residential solar systems provider. The Company believes the Solcius Acquisition enhances economies of scale, leading to better access to suppliers, vendors and financial partners, as well as marketing and customer acquisition opportunities.
The Solcius Acquisition was consummated on April 8, 2021, pursuant to a Membership Interest Purchase Agreement, dated as of April 8, 2021 (the “Purchase Agreement”), by and between Buyer and Seller. The purchase price for Solcius consisted of $51,750 in cash, subject to post-closing adjustments related to working capital, cash, indebtedness and transaction expenses. The acquired assets and operating results of Solcius are included in these consolidated financial statements and footnotes since the date of acquisition through June 30, 2022 (see Note 3).
The accompanying unaudited condensed consolidated financial statements (“financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 20222023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.2023. The financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2022, as amended by our Form 10-K/A filed on May 1, 2023.
The financial statements have been prepared assuming that the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. These accounting policies conform to GAAP and have been consistently applied in the preparation of the condensed consolidated financial statements.
There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021.2022.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of Sunworks, Inc., and its wholly owned operating subsidiaries:subsidiaries, Sunworks United Inc., Commercial Solar Energy, Inc. and Solcius LLC. All material intercompany transactions have been eliminated upon consolidation of these entities.
Liquidity
The Company has historically incurred significant operating losses. At June 30, 2023, the Company had an accumulated deficit of approximately $162,537. The Company’s net losses were $12,676 and $19,066 for the three and six months ended June 30, 2023, respectively.
We partner with various financing providers that offer our customers financial products that allow them to monetize the benefit of solar power generation. At the time of sale of a solar installation, we have historically received advanced funding from lenders to support our working capital needs. Credit market tightening related to recent bank sector volatility and general economic uncertainty have begun to materially change how lenders manage their risk profiles. In view of changing market dynamics, some of our lenders are either reducing or eliminating advance funding, which delays the timing of payment to us and negatively affects our available liquidity. Additionally, lenders are modifying their payment milestones and timelines, which may further reduce our available liquidity.
Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve months from each financial statement issuance date to determine if there is a substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, management applied judgment to estimate the projected cash flows of the Company, including the following: (i) projected cash outflows, (ii) projected cash inflows, (iii) categorization of expenditures as discretionary versus non-discretionary, (iv) the ability to expedite collection of receivables under the Company’s factoring agreement with Produce Pay, Inc. and (vi) the ability to raise capital through the sale of equity in at-the-market offerings (see Note 8) or otherwise. The cash flow projections are based on known or planned cash requirements for operating costs and expected customer revenues from customers.
The Company’s continued existence is dependent upon management’s ability to increase liquidity, raise capital and develop profitable operations. Management is devoting significant efforts to increasing liquidity, raising capital and developing its business. The Company may meet its working capital requirements through a variety of means, including debt financings, equity financings, the sale or other disposition of assets, and/or reductions in operating costs. The Company anticipates that it will need to sell additional shares of stock, in at-the-market offerings or otherwise, in order to satisfy its liquidity needs for the next twelve months. Our ability to raise additional capital by issuing additional shares will require an increase in our authorized shares that requires shareholder approval. If the Company cannot raise needed funds, it raises substantial doubt about the Company’s ability to satisfy its liabilities and commitments in the normal course of business over the next year.
Effective May 4, 2023, Commercial Solar Energy, Inc. and Sunworks United, Inc., wholly-owned subsidiaries of Sunworks, Inc. (collectively, the “Company”) entered into a Factoring Agreement (the “Factoring Agreement”) with Produce Pay Inc. (the “Buyer”). Patrick McCullough, a director of the Company, is the Chief Executive Officer of the Buyer. Under the terms of the Factoring Agreement, the Company may use the Buyer’s on-line software platform to offer for sale, and the Buyer may purchase at 80% of face value, certain accounts receivable of the Company. The Company will receive a rebate back to the Company in a maximum amount of 18.4% of the verified receivable amount if the receivable is collected within 30 days and a lesser rebate amount based on the receivable collection period. The Factoring Agreement provides for a minimum volume commitment of $10,000 accounts receivable during the first year of the agreement. As of June 30, 2023, $2,405 of accounts receivable had been factored cumulatively pursuant to the Factoring Agreement.
9 |
On May 22, 2023, the Company entered into trade purchase agreement with respect to its Employee Retention Tax Credit (ERTC) receivable with 1861 Acquisition LLC. Under the terms of the agreement, the Company received $5,723 of proceeds under the trade purchase agreement. The sale of the ERTC receivable resulted in a loss of $1,028 in the second quarter of 2023.
On January 27, 2021, the Company filed a Registration Statement on Form S-3 (File No. 333-252475) (the “2021 Registration Statement”), with the SEC. The 2021 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $100,000. The 2021 Registration Statement was declared effective by the SEC on February 3, 2021. From January 1, 2023 through the date of this filing we sold shares with gross proceeds of approximately $1,751 under the 2021 Registration Statement. Approximately $17,600 of the $100,000 total is available for future offerings pursuant to the 2021 Registration Statement.
On June 1, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-265336) (the “2022 Registration Statement”), with the SEC. The 2022 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $75,000. The 2022 Registration Statement was declared effective by the SEC on August 5, 2022. On June 12, 2023, pursuant to a securities purchase agreement, the Company sold and issued shares of common stock at a purchase price of $ per share for total gross proceeds of $4,617. On August 11, 2023, pursuant to a securities purchase agreement, the Company sold and issued shares of common stock at a purchase price of $ per share for total gross proceeds of $3,300. Approximately $67,100 of the $75,000 total is available for future offerings pursuant to the 2022 Registration Statement.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current presentation. The reclassifications impact historical segment reporting disclosures as historical corporate payrollcost of goods sold, depreciation, amortization and general and administrative expenses. During the three months ended June 30, 2022, $241 of depreciation and amortization expense and $30 of costs were moved frompreviously reported in general and administrative expense are now reclassified to cost of goods sold. During the commercial operations segmentsix months ended June 30, 2022, $474 of depreciation and amortization expense and $656 of costs previously reported in general and administrative expense are now reclassified to the corporate segment for enhanced reporting disclosures.cost of goods sold.
Segment Reporting
We currently operate in three segments based upon our organizational structure and the way in which our operations are managed and evaluated. Our largest segment is Residential Solar which are projects smaller in size and shorter in duration. Our second operating segment is Commercial Solar Energy which includes projects that are commonly larger in size and longer in duration serving commercial, industrial, agricultural and public works customers. Our third segment is the Corporate, which is responsible for general company oversight and management. Disaggregating the corporate costs from the residential and commercial operations simplifies the performance evaluation of the Residential Solar and Commercial Solar Energy segments.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill and intangibles, for possible impairments and estimations of long-lived assets, revenue recognition on construction contracts recognized over time, fair value of assets acquired and liabilities assumed in a business combination, allowances for uncollectible accounts, finance lease right-of-use assets and liabilities, operating lease right-of-use assets and liabilities, warranty reserves, inventory valuation, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
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Revenue Recognition
Revenue and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, engineering, procurement and construction (“EPC”) projects for residential and smaller commercial systems that require us to deliver functioning solar power systems are generally completed within two to twelve months from commencement of construction. Construction on larger commercial projects may be completed within eighteen to thirty-six months, depending on the size and location. We recognize revenue from commercial EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer.
For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection. We recognize revenue for systems operations and maintenance over the term of the service period.
For commercial projects, we commence recognizing performance revenue when work starts on the job and continue recognizing revenue over time as work is performed based on the ratio of costs incurred, excluding modules and components, compared to the total estimated non-materials costs at completion of the performance obligations.
Judgment is required to evaluate assumptions including the amount of net contract revenue and the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If the estimated total costs on any contract are greater than the net contract revenue, the Company recognizes the entire estimated loss in the period the loss becomes known.
Changes in estimates for commercial projects occur for a variety of reasons, including, but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in the Company’s condensed consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the three and six months ended June 30, 20222023 and 20212022 as well as the number of projects that comprise such changes. For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $100,$100, calculated on a quarterly basis during the periods, are presented. Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects.
SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE
(In thousands, except number of projects) | June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
(In thousands, except number of projects) | June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||
Increase in revenue from net changes in transaction prices | $ | - | $ | 106 | $ | 475 | $ | 115 | ||||||||
Increase (decrease) in revenue from net changes in input cost estimates | - | 35 | (487 | ) | 38 | |||||||||||
Net increase in revenue from net changes in estimates | $ | - | $ | 141 | $ | (12 | ) | $ | 153 | |||||||
Number of projects | - | 3 | 3 | 5 | ||||||||||||
Net change in estimate as a percentage of aggregate revenue for associated projects | 0.0 | % | 14.2 | % | (0.2 | )% | 4.1 | % |
Three Months Ended | Six Months Ended | |||||||||||||||
(In thousands, except number of projects) | June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | ||||||||||||
Increase in revenue from net changes in transaction prices | $ | 223 | $ | - | $ | 163 | $ | 475 | ||||||||
Increase (decrease) in revenue from net changes in input cost estimates | 386 | - | 571 | (487 | ) | |||||||||||
Net increase (decrease) in revenue from net changes in estimates | $ | 609 | $ | - | $ | 734 | $ | (12 | ) | |||||||
Number of projects | 5 | - | 7 | 3 | ||||||||||||
Net change in estimate as a percentage of aggregate revenue for associated projects | 8.2 | % | 0.0 | % | 7.5 | % | (0.2 | )% |
Contract Assets and Liabilities
Contract assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain contractual milestones are met; (ii) direct costs, including commissions, installation labor related costs and permitting fees paid prior to recording revenue, and (iii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for larger construction contracts. Contract liabilities consist of deferred revenue, customer deposits and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Total contract assets and contract liabilities balances as of the respective dates are as follows:
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES
(In thousands) | June 30, 2022 | December 31, 2021 | June 30, 2023 | December 31, 2022 | ||||||||||||
As of | As of | |||||||||||||||
(In thousands) | June 30, 2022 | December 31, 2021 | June 30, 2023 | December 31, 2022 | ||||||||||||
Contract Assets | $ | 19,637 | $ | 14,498 | $ | 16,201 | $ | 20,699 | ||||||||
Contract Liabilities | 19,417 | 12,201 | 21,231 | 24,960 |
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During the three and six months ended June 30, 2023, the Company recognized revenue of $4,187and $17,308, respectively, that was included in contract liabilities as of December 31, 2022. During the three and six months ended June 30, 2022, the Company recognized revenue of $4,187 and $6,863, respectively, that was included in contract liabilities as of December 31, 2021. Pre-Solcius acquisition, the Commercial Solar Energy segment for the three and six months ended June 30, 2021 recognized revenue of $2,382 and $3,852, respectively, that was included in contract liabilities as of December 31, 2020.
The following table represents the average percentage of completion as of June 30, 20222023 for EPC projects that the Company is constructing. The Company expects to recognize $36,09136,161 of revenue upon transfer of control of the projects.
SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS
Project | Revenue Category | Expected Years Revenue Recognition Will Be Completed | Average Percentage of Revenue Recognized | |||||||||
Various Projects | EPC services | 2023 - 2024 | 50.2 | % |
(Loss) per Share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing income (loss) available to holders of common stockshareholders by the weighted-average number of common shares of common stock outstanding.available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional shares of common stockshares that would have been outstanding if the potential shares of common stockshares had been issued and if the additional shares of common stockshares were dilutive. The shares for employee options, unvested restricted stock warrantsunits (“RSUs”) and convertible notesunvested performance-based restricted stock units (“PSUs”) were not used in the calculation of the net loss per share.
A net loss causes all outstanding common stock options, unvested RSUs and unvested restricted stock units (“RSUs”)PSUs to be anti-dilutive. As a result, the basic and diluted losses per common share are the same for the three and six months ended June 30, 2023 and 2022, respectively.
As of June 30, 2023, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 2021, respectively. unvested PSUs. stock options, unvested RSUs and
As of June 30, 2022, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include and unvested RSUs. stock options,
As of June 30, 2021, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include stock optionsRSUs and unvested RSUs.PSUs.
Dilutive per share amounts are computed using the weighted-average number of shares of common stock outstanding and potentially dilutive securities, using the treasury stock method, if their effect would be dilutive.
New Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information for credit loss estimates on certain types of financial instruments, including trade receivables. In addition, new disclosures are required. The ASU, as subsequently amended, is effective for the Company for fiscal years beginning after December 15, 2022, as the Company was a smaller reporting company as of November 15, 2019, the determination date. We adopted ASU 2016-13 on January 1, 2023. Based on the composition of the Company’s accounts receivable, and other financial assets, including current market conditions and historical credit loss activity, the adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures. Specifically, the Company’s estimate of expected credit losses as of June 30, 2023, using its expected credit loss evaluation process described above, resulted in no adjustments to the provision for credit losses and no cumulative-effect adjustment to accumulated deficit on the adoption date of the standard.
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Management reviewed currently issued pronouncements during the six months ended June 30, 2022,2023, and believes that any recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying condensed consolidated financial statements.
3. BUSINESS ACQUISITION
On April 8, 2021, pursuant to the Purchase Agreement, the Company, through its operating subsidiary Sunworks United Inc., acquired all of the issued and outstanding membership interests of Solcius from the Seller. Located in Provo, Utah, Solcius is a full-service residential solar systems provider.
The purchase price for Solcius consisted of $51,750 in cash subject to post-closing adjustments related to working capital, cash, indebtedness and transaction expenses. The Solcius Acquisition was accounted for under ASC 805 and the financial results of Solcius have been included in the Company’s condensed consolidated financial statements since the date of the Solcius Acquisition.
Purchase Price Allocation
Under the purchase method of accounting, the transaction was valued for accounting purposes at $52,111 which was the fair value of Solcius at the time of acquisition. The assets and liabilities of Solcius were recorded at their respective fair values as of the date of acquisition. The Company utilized the services of a valuation specialist to assist in identifying $15,600 of separately identifiable intangible assets. Any difference between the cost of Solcius and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following:
SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED
(in thousands) | ||||
Base purchase price | $ | 51,750 | ||
Working capital shortfall | (1,131 | ) | ||
Cash surplus | 1,492 | |||
Total purchase price paid | $ | 52,111 | ||
Cash | $ | 1,492 | ||
Accounts receivable | 1,729 | |||
Inventory | 3,833 | |||
Contract assets | 7,336 | |||
Prepaids and other current assets | 1,603 | |||
Property and equipment | 143 | |||
Deposits | 91 | |||
Operating lease right-of-use asset | 1,885 | |||
Finance lease right-of-use assets | 1,200 | |||
Other intangible assets | 15,600 | |||
Identifiable assets acquired | 34,912 | |||
Accounts payable and accrued liabilities | (6,957 | ) | ||
Contract liabilities | (5,273 | ) | ||
Operating and finance lease liabilities | (2,757 | ) | ||
Liabilities assumed | (14,987 | ) | ||
Net identifiable assets acquired | 19,925 | |||
Goodwill | 32,186 | |||
Net assets acquired | $ | 52,111 |
During the three and six months ended June 30, 2022, we recorded 0 transaction costs related to the Solcius Acquisition. During the three and six months ended June 30, 2021, we recorded transaction costs of $40 and $750 related to the Solcius Acquisition, respectively. These expenses were accounted for separately from the net assets acquired and were included in general and administrative expense for the three months and six months ended June 30, 2021.
We conducted an assessment of the net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values and concluded that no additional adjustment to the purchase price allocation or accounting was required from the original purchase accounting.
Pro Forma Information (Unaudited)
The results of operations for the Solcius Acquisition since the April 8, 2021 closing date have been included in our consolidated financial statements. The following unaudited pro forma financial information represents a summary of the condensed consolidated results of operations for three and six months ended June 30, 2022 and 2021, assuming the Solcius Acquisition had been completed as of January 1, 2020. The pro forma financial information includes certain non-recurring pro forma adjustments that were directly attributable to the business combination. The proforma adjustments include the elimination of Solcius Acquisition transaction expenses totaling $750 incurred in the six months of 2021, and adjustments to recognize amortization of intangible assets, retention stock-based compensation programs and retention bonus accruals in 2022 and 2021. The retention bonus expense is recognized over the first year following the Solcius Acquisition. The pro forma financial information is not necessarily indicative of the results of operations that would have been achieved if the Solcius Acquisition had been effective as of these dates, or of future results.
SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS
June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||||||||||
Revenue, net | $ | 36,397 | $ | 33,532 | $ | 67,593 | $ | 64,344 | ||||||||
Net Loss | $ | (7,151 | ) | $ | (282 | ) | $ | (13,971 | ) | $ | (4,414 | ) |
4. REVENUE FROM CONTRACTS WITH CUSTOMERS
The following table represents a disaggregation of revenue by customer type from contracts with customers for the three and six months ended June 30, 20222023 and 2021:2022:
SCHEDULE OF DISAGGREGATION OF REVENUE
2022 | 2021 | 2022 | 2021 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||
2022 | 2021 | 2022 | 2021 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||
Commercial | $ | 2,756 | $ | 6,221 | $ | 5,545 | $ | 9,216 | $ | 4,218 | $ | 2,756 | $ | 6,950 | $ | 5,545 | ||||||||||||||||
Public Works | 478 | 940 | 1,886 | 2,584 | 3,133 | 478 | 8,227 | 1,886 | ||||||||||||||||||||||||
Residential | 33,163 | 24,930 | 60,162 | 26,460 | 27,287 | 33,163 | 57,360 | 60,162 | ||||||||||||||||||||||||
Total | $ | 36,397 | $ | 32,091 | $ | 67,593 | $ | 38,260 | $ | 34,638 | $ | 36,397 | $ | 72,537 | $ | 67,593 | ||||||||||||||||
Revenues | $ | 34,638 | $ | 36,397 | $ | 72,537 | $ | 67,593 |
5.4. OPERATING SEGMENTS
Beginning in 2022, theThe Company assessed its operating segment disclosure based on ASC 280, Segment Reporting guidance. As a result, the following segments were established: Residential Solar, Commercial Solar Energy, and Corporate.
Residential Solar
Through our Solcius operating subsidiary, we design, arrange financing, integrate, install, and manage systems, primarily for residential homeowners. We sell residential solar systems through multiple channels, through our network of sales channel partners, as well as, a growing direct sales channel strategy. We operate in several residential markets including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, and South Carolina. We have direct sales and/or operations personnel in California, Nevada, Utah, Arizona, New Mexico, Texas, Colorado, South Carolina, Wisconsin and Minnesota.
Commercial Solar
Through our Commercial Solar Energy subsidiary, we design, arrange financing, integrate, install, and manage systems ranging in size from 50kW (kilowatt) to multi-MW (megawatt) systems primarily for larger commercial and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions. Historically, the Commercial Solar Energy subsidiary participated in the California Residentialresidential solar market. Following the acquisition of Solcius, Acquisition, all new residential sales are managed under the Solcius brand. Due to materiality, the Company will continue to report the remaining backlog of Residentialresidential projects in the Commercial Solar Energy segment, which is expected to be fulfilled within the next year. Commercial Solar Energy primarily operates in California.
Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the three months and six months ended June 30, 2023 and 2022. Certain prior period amounts have been reclassified to conform to the current period presentation.
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT
Residential Solar | Commercial Solar | Corporate | Total | Residential Solar | Commercial Solar | Corporate | Total | |||||||||||||||||||||||||
Three Months Ended June 30, 2022 | Three Months Ended June 30, 2023 | |||||||||||||||||||||||||||||||
Residential Solar | Commercial Solar | Corporate | Total | Residential Solar | Commercial Solar | Corporate | Total | |||||||||||||||||||||||||
Net revenue | $ | 32,516 | $ | 3,881 | $ | - | $ | 36,397 | $ | 27,200 | $ | 7,438 | $ | - | $ | 34,638 | ||||||||||||||||
Cost of sales | 16,279 | 3,253 | - | 19,532 | ||||||||||||||||||||||||||||
Cost of goods sold | 17,729 | 5,467 | - | 23,196 | ||||||||||||||||||||||||||||
Gross profit | 16,237 | 628 | 16,865 | 9,471 | 1,971 | 11,442 | ||||||||||||||||||||||||||
Operating expenses | ||||||||||||||||||||||||||||||||
Selling and marketing | 13,225 | 870 | 223 | 14,318 | 11,272 | 584 | 111 | 11,967 | ||||||||||||||||||||||||
General and administrative | 5,000 | 1,676 | 1,849 | 8,525 | 5,687 | 1,852 | 2,234 | 9,773 | ||||||||||||||||||||||||
Segment loss | (1,988 | ) | (1,918 | ) | (2,072 | ) | (5,978 | ) | (7,488 | ) | (465 | ) | (2,345 | ) | (10,298 | ) | ||||||||||||||||
Stock-based compensation | 16 | 35 | 320 | 371 | 15 | 33 | 388 | 436 | ||||||||||||||||||||||||
Depreciation and amortization | 1,265 | 47 | - | 1,312 | 623 | - | - | 623 | ||||||||||||||||||||||||
Operating loss | $ | (3,269 | ) | $ | (2,000 | ) | $ | (2,392 | ) | $ | (7,661 | ) | $ | (8,126 | ) | $ | (498 | ) | $ | (2,733 | ) | $ | (11,357 | ) |
Residential Solar | Commercial Solar | Corporate | Total | |||||||||||||
Six Months Ended June 30, 2022 | ||||||||||||||||
Residential Solar | Commercial Solar | Corporate | Total | |||||||||||||
Net revenue | $ | 58,911 | $ | 8,682 | $ | - | $ | 67,593 | ||||||||
Cost of sales | 29,473 | 7,224 | - | 36,697 | ||||||||||||
Gross profit | 29,438 | 1,458 | 30,896 | |||||||||||||
Operating expenses | ||||||||||||||||
Selling and marketing | 24,357 | 1,721 | 470 | 26,548 | ||||||||||||
General and administrative | 9,397 | 3,142 | 3,422 | 15,961 | ||||||||||||
Segment loss | (4,316 | ) | (3,405 | ) | (3,892 | ) | (11,613 | ) | ||||||||
Stock-based compensation | 721 | 70 | 864 | 1,655 | ||||||||||||
Depreciation and amortization | 2,506 | 89 | - | 2,595 | ||||||||||||
Operating loss | $ | (7,543 | ) | $ | (3,564 | ) | $ | (4,756 | ) | $ | (15,863 | ) |
13 |
Residential Solar | Commercial Solar | Corporate | Total | |||||||||||||
Three Months Ended June 30, 2022 | ||||||||||||||||
Residential Solar | Commercial Solar | Corporate | Total | |||||||||||||
Net revenue | $ | 32,516 | $ | 3,881 | $ | - | $ | 36,397 | ||||||||
Cost of goods sold | 16,503 | 3,300 | - | 19,803 | ||||||||||||
Gross profit | 16,013 | 581 | 16,594 | |||||||||||||
Operating expenses | ||||||||||||||||
Selling and marketing | 13,225 | 870 | 223 | 14,318 | ||||||||||||
General and administrative | 4,970 | 1,676 | 1,849 | 8,495 | ||||||||||||
Segment loss | (2,182 | ) | (1,965 | ) | (2,072 | ) | (6,219 | ) | ||||||||
Stock-based compensation | 16 | 35 | 320 | 371 | ||||||||||||
Depreciation and amortization | 1,071 | - | - | 1,071 | ||||||||||||
Operating loss | $ | (3,269 | ) | $ | (2,000 | ) | $ | (2,392 | ) | $ | (7,661 | ) |
Residential Solar | Commercial Solar | Corporate | Total | |||||||||||||
Six Months Ended June 30, 2023 | ||||||||||||||||
Residential Solar | Commercial Solar | Corporate | Total | |||||||||||||
Net revenue | $ | 57,207 | $ | 15,330 | $ | - | $ | 72,537 | ||||||||
Cost of goods sold | 36,168 | 13,005 | - | 49,173 | ||||||||||||
Gross profit | 21,039 | 2,325 | 23,364 | |||||||||||||
Operating expenses | ||||||||||||||||
Selling and marketing | 22,506 | 1,265 | 275 | 24,046 | ||||||||||||
General and administrative | 11,071 | 3,475 | 4,070 | 18,616 | ||||||||||||
Segment loss | (12,538 | ) | (2,415 | ) | (4,345 | ) | (19,298 | ) | ||||||||
Stock-based compensation | 34 | 66 | 780 | 880 | ||||||||||||
Depreciation and amortization | 1,245 | - | - | 1,245 | ||||||||||||
Operating loss | $ | (13,817 | ) | $ | (2,481 | ) | $ | (5,125 | ) | $ | (21,423 | ) |
Residential Solar | Commercial Solar | Corporate | Total | |||||||||||||
Six Months Ended June 30, 2022 | ||||||||||||||||
Residential Solar | Commercial Solar | Corporate | Total | |||||||||||||
Net revenue | $ | 58,911 | $ | 8,682 | $ | - | $ | 67,593 | ||||||||
Cost of goods sold | 30,515 | 7,312 | - | 37,827 | ||||||||||||
Gross profit | 28,396 | 1,370 | 29,766 | |||||||||||||
Operating expenses | ||||||||||||||||
Selling and marketing | 24,357 | 1,721 | 470 | 26,548 | ||||||||||||
General and administrative | 8,741 | 3,142 | 3,422 | 15,305 | ||||||||||||
Segment loss | (4,702 | ) | (3,493 | ) | (3,892 | ) | (12,087 | ) | ||||||||
Stock-based compensation | 721 | 70 | 864 | 1,655 | ||||||||||||
Depreciation and amortization | 2,120 | 1 | - | 2,121 | ||||||||||||
Operating loss | $ | (7,543 | ) | $ | (3,564 | ) | $ | (4,756 | ) | $ | (15,863 | ) |
14 |
Assets by operating segment are as follows:
June 30, 2023 | ||||
Operating Segment: | ||||
Residential Solar | $ | 82,518 | ||
Commercial Solar | 15,787 | |||
Corporate | 4,881 | |||
Total Consolidated Assets | $ | 103,186 |
6.5. RIGHT-OF-USE OPERATING LEASES
The Company has right-of-use (“ROU”) operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 year to 54 years, some of which include options to extend.
The Company’s operating lease expense for the three and six months ended June 30, 20222023 amounted to $384444 and $8111,041, respectively. The Company’s operating lease expense for the three and six months ended June 30, 20212022 amounted to $444384 and $758811, respectively. Operating lease payments, which reduced operating cash flows for the three and six months ended June 30, 20222023 amounted to $384444 and $8111,041, respectively. The difference between the year to date ROU asset amortization of $536674 and the associated lease expense of $8111,041 consists of short-term leases excluded from the ROU asset calculation, basic operating lease expenses included in the lease expense for property and sales taxes, triple net and common area charges for facilities and other equipment and vehicle lease related charges.
Supplemental balance sheet information related to leases is as follows:
SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION
June 30, 2022 | June 30, 2023 | |||||||
(in thousands) | (in thousands) | |||||||
Operating lease right-of-use assets | $ | 2,212 | $ | 2,374 | ||||
Operating lease liabilities—short term | 967 | |||||||
Operating lease liabilities—long term | 1,245 | |||||||
Operating lease liabilities, current portion | 1,008 | |||||||
Operating lease liabilities, net of current portion | 1,366 | |||||||
Total operating lease liabilities | $ | 2,212 | $ | 2,374 |
As of June 30, 2022,2023, the weighted average remaining lease term was 3.2 years and the weighted average discount rate for the Company’s leases was 3.24.4%%.
Minimum payments for the operating leases are as follows:
SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES
Operating Leases | Operating Leases | |||||||
(in thousands) | (in thousands) | |||||||
Remainder of 2022 | $ | 542 | ||||||
2023 | 806 | |||||||
Remainder of 2023 | $ | 633 | ||||||
2024 | 353 | 784 | ||||||
2025 | 306 | 596 | ||||||
2026 | 280 | 527 | ||||||
Thereafter | - | |||||||
2027 | 43 | |||||||
Total lease payments | $ | 2,287 | $ | 2,583 | ||||
Less: imputed interest | 75 | 209 | ||||||
Total | $ | 2,212 | $ | 2,374 |
15 |
7.6. RIGHT-OF-USE FINANCE LEASES
The Company has finance leases for vehicles. The Company’s finance leases have remaining lease terms of 1 year to 4 years.
Supplemental balance sheet information related to finance leases is as follows:
SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION
June 30, 2022 | June 30, 2023 | |||||||
(in thousands) | (in thousands) | |||||||
Finance lease right-of-use asset cost | $ | 2,248 | $ | 5,871 | ||||
Finance lease right-of-use accumulated amortization | (760 | ) | (1,571 | ) | ||||
Finance lease right of use asset, net | $ | 1,488 | $ | 4,300 | ||||
Finance lease obligation—short term | $ | 440 | ||||||
Finance lease obligation—long term | 618 | |||||||
Finance lease obligation, current portion | $ | 1,047 | ||||||
Finance lease obligation, net of current portion | 2,911 | |||||||
Total finance lease obligation | $ | 1,058 | $ | 3,958 |
As of June 30, 2022,2023, the weighted average remaining lease term was 2.72.8 years and the weighted average discount rate for the Company’s leases was 4.58.4%%.
Minimum finance lease payments for the remaining lease terms are as follows:
SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES
June 30, 2022 | June 30, 2023 | |||||||
(in thousands) | (in thousands) | |||||||
Remainder of 2022 | $ | 275 | ||||||
2023 | 364 | |||||||
Remainder of 2023 | $ | 691 | ||||||
2024 | 232 | 1,283 | ||||||
2025 | 202 | 1,250 | ||||||
2026 | 56 | 1,044 | ||||||
Thereafter | - | |||||||
2027 | 313 | |||||||
Total lease payments | $ | 1,129 | $ | 4,581 | ||||
Less: imputed interest | 71 | 623 | ||||||
Total | $ | 1,058 | $ | 3,958 |
8.7. INTANGIBLE ASSETS, NET
The Company’s intangible assets at June 30, 20222023 consist of the following:
SCHEDULE OF INTANGIBLE ASSETS
Amortization periods | Cost | Accumulated amortization | Net carrying value | Amortization periods | Cost | Accumulated amortization | Net carrying value | |||||||||||||||||||||
Trademarks | 10 Years | $ | 5,200 | $ | (650 | ) | $ | 4,550 | 10 Years | $ | 5,200 | $ | (1,170 | ) | $ | 4,030 | ||||||||||||
Backlog of projects | 9 Months | 2,000 | (2,000 | ) | - | 9 Months | 2,000 | (2,000 | ) | - | ||||||||||||||||||
Covenant not-to-compete | 3 Years | 2,400 | (1,000 | ) | 1,400 | 3 Years | 2,400 | (1,800 | ) | 600 | ||||||||||||||||||
Software (included in property and equipment) | 3 Years | 3,400 | (1,416 | ) | 1,984 | 3 Years | 3,400 | (2,550 | ) | 850 | ||||||||||||||||||
Dealer relationships | 18 Months | 2,600 | (2,167 | ) | 433 | 18 Months | 2,600 | (2,600 | ) | - | ||||||||||||||||||
$ | 15,600 | $ | (7,233 | ) | $ | 8,367 | $ | 15,600 | $ | (10,120 | ) | $ | 5,480 |
Intangible assets are stated at their original estimated value at the date of acquisition. The amortization of intangible assets commences upon acquisition. The intangible assets are being amortized using the straight-line method over the intangible asset’s estimated useful life:
Amortization expenses for intangible assets for the three and six months ended June 30, 20222023 was as follows:
SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS
For the | For the | For the | For the | |||||||||||||
Three Months Ended | Six Months ended | Three Months Ended | Six Months ended | |||||||||||||
June 30, 2022 | June 30, 2022 | June 30, 2023 | June 30, 2023 | |||||||||||||
Trademarks | $ | 130 | $ | 260 | $ | 130 | $ | 260 | ||||||||
Covenant not-to-compete | 200 | 400 | 200 | 400 | ||||||||||||
Software | 283 | 567 | 283 | 567 | ||||||||||||
Dealer relationships | 434 | 866 | ||||||||||||||
Amortization expenses for intangible assets | $ | 1,047 | $ | 2,093 | $ | 613 | $ | 1,227 |
16 |
Estimated future amortization expense for the Company’s intangible assets as of June 30, 20222023 is as follows:
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS
Years ending December 31, | ||||||||
Remainder of 2022 | $ | 1,660 | ||||||
2023 | $ | 2,453 | ||||||
Remainder of 2023 | $ | 1,227 | ||||||
2024 | $ | 1,004 | $ | 1,003 | ||||
2025 | $ | 520 | $ | 520 | ||||
2026 | $ | 520 | $ | 520 | ||||
2027 | $ | 520 | ||||||
Thereafter | $ | 2,210 | $ | 1,690 |
Depreciation and amortization expense on property and equipment and intangible assets for the three and six months ended June 30, 2023 was $1,016 and $1,967, respectively. Depreciation and amortization expense on property and equipment and intangible assets for the three and six months ended June 30, 2022 was $1,312 and $2,595, respectively. Depreciation and amortization expense on property and equipment and intangible assets for the three and six months ended June 30, 2021 was $1,905 and $1,970, respectively.
9. PAYCHECK PROTECTION PROGRAM LOAN PAYABLE
On April 28, 2020, the Company’s operating subsidiary, Sunworks United, Inc., received a loan under the Paycheck Protection Program (“PPP”), which was established by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), of $2,847. As modified by the subsequent PPP Flexibility Act of 2020, proceeds from the loan were used to cover documented expenses related to payroll, rent and utilities, during the 24-week period after the cash was received by the Company. The 24-week period ended on October 12, 2020. The loan was accounted for as a financial liability in accordance with FASB ASC 470 until June 29, 2021, when the $2,847 loan was fully forgiven, together with $34 of accrued interest. As a result, the Company recorded a gain on extinguishment of the debt which is included in other income on the condensed consolidated statements of operations for the three and six months ended June 30, 2021.
10.8. CAPITAL STOCK
Roth and Northland 2022 Sales Agreement At The Market Offering
On June 8, 2022, Sunworks, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and Northland Securities, Inc. (each an “Agent” and collectively, the “Agents”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $26,800 of shares of the Company’s common stock, par value $ per share (the “June 2022 Placement Shares”), through the Agents. On June 8, 2022, the Company filed a prospectus supplement with the SEC that covers the sale of June 2022 Placement Shares to be sold under the Sales Agreement in an aggregate amount of $26,800 (the “Prospectus Supplement”).
The June 2022 Placement Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registration Statement on Form S-3 (File No. 333-252475) (the “2021 Registration Statement”), which was originally filed with the Securities and Exchange Commission (“SEC”) on January 27, 2021 and declared effective by the SEC on February 3, 2021, the base prospectus contained within the 2021 Registration Statement, and the Prospectus Supplement. The June 2022 Placement Shares may be sold by the Company in “at the market offerings,” as defined in Rule 415 promulgated under the Securities Act, through the Agents.
Registration Statement
On June 1, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-265336) (the “2022 Registration Statement”) with the SEC. The 2022 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $75,000. The 2022 Registration Statement was declared effective by the SEC on August 5, 2022.
Roth Sales 2022 Agreement At The Market Offering
On February 10, 2021, the Company entered into a Sales Agreement (the “Roth Sales Agreement”) with Roth Capital Partners, LLC (the “Agent RCP”), pursuant to which the Company could offer and sell from time to time, through the Agent RCP, shares of the Company’s common stock, (the “2021 Placement Shares”), registered under the Securities Act of 1933 (the “Securities Act”), pursuant to the 2021 Registration Statement.
On October 21, 2021, the Company filed a prospectus supplement with the SEC, (the “2021 Prospectus Supplement”) pursuant to which the Company could offer and sell from time to time, through the Agent RCP, up to $
of the 2021 Placement Shares pursuant to the 2021 Registration Statement in “at-the-market” offerings, as defined in Rule 415 promulgated under the Securities Act.On June 8, 2022, the Company entered into a Sales Agreement (the “Roth/Northland Sales Agreement”) with Roth Capital Partners, LLC and Northland Securities, Inc. (each an “Agent” and collectively, the “Agents”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $26,800 of shares of the Company’s common stock (the “June 2022 Placement Shares” and together with the 2021 Placement Shares, the “Placement Shares”), through the Agents. On June 8, 2022, the Company filed a prospectus supplement with the SEC that covers the sale of June 2022 Placement Shares to be sold under the Roth/Northland Sales Agreement (the “2022 Prospectus Supplement”).
The June 2022 Placement Shares are registered under the Securities Act, pursuant to the 2021 Registration StatementStatement. The June 2022 Placement Shares may be sold by the Company in “at the marketat-the-market offerings,” as defined in Rule 415 promulgated under the Securities Act.Act, through the Agents.
2022 At-The-Market Offerings
During the first quartersix months of 2022, shares of common stock were sold under the Roth Sales Agreement. Total gross proceeds from the sales were $7,974 at an average sale price of $ per share. Net proceeds after brokerage costs, professional, registration and other fees were $7,814 or $ per share.
During the second quarter of 2022, shares of common stockPlacement Shares were sold under the Roth Sales Agreement. Total gross proceeds for the sales were $ onand such shares were sold at an average sale price of $ per share. Net proceeds from such sales, after brokerage costs, professional, registration and other fees were $ or $ per share.
2023 At-The-Market Offerings
In connection with the filing of the Prospectus Supplement for June 2022 Placement Shares, the Roth Sales Agreement and the related prospectus supplement was terminated.
During the first six months of 2023, of the Placement Shares were sold under the Roth/Northland Sales Agreement. Total gross proceeds for the sales were $ and such shares were sold at an average sale price of $ per share. Net proceeds from such sales, after brokerage costs, professional, registration and other fees were $ per share.
Registered Direct Offering
On June 8, 2023, pursuant to a securities purchase agreement, the Company sold and issued 4,617. After deducting placement agent commissions and other offering expenses, the net proceeds were $4,290 or $ per share. shares of common stock at a purchase price of $ per share for total gross proceeds of $
17 |
Options
As of June 30, 2022,2023, the Company has incentive stock options and non-qualified stock options outstanding to purchase shares of common stock, per the terms set forth in the option agreements. The stock options vest at various times and are exercisable for a period of from the date of grant at exercise prices ranging from $ to $ per share, the market value of the Company’s common stock on the date of each grant. The Company determined the fair market value of these options by using the Black Scholes option valuation model. Option forfeitures are accounted for as they occur.
SCHEDULESUMMARY OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY
June 30, 2022 | June 30, 2023 | |||||||||||||||
Weighted | Weighted | |||||||||||||||
Number | Average | Number | Average | |||||||||||||
of | Exercise | of | Exercise | |||||||||||||
Options | Price | Options | Price | |||||||||||||
Outstanding, at December 31, 2021 | 290,684 | $ | 11.65 | |||||||||||||
Outstanding, at December 31, 2022 | 211,720 | $ | 11.66 | |||||||||||||
Granted | - | - | - | - | ||||||||||||
Exercised | - | - | - | - | ||||||||||||
Forfeited | (8,251 | ) | 8.38 | (40,000 | ) | 12.15 | ||||||||||
Expired | (5,713 | ) | 10.50 | (9,284 | ) | 8.44 | ||||||||||
Outstanding and expected to vest as of June 30, 2022 | 276,720 | $ | 11.77 | |||||||||||||
Exercisable at June 30, 2022 | 276,039 | $ | 11.80 | |||||||||||||
Outstanding and expected to vest as of June 30, 2023 | 162,436 | $ | 11.72 | |||||||||||||
Exercisable at June 30, 2023 | 162,436 | $ | 11.72 | |||||||||||||
Weighted average fair value of options granted during period | $ | - | - | $ | - |
SCHEDULESUMMARY OF SHARE-BASED COMPENSATION, SHARES AUTHORIZED UNDER STOCK OPTIONOPTIONS PLANS, BY EXERCISE PRICE RANGE
Weighted | Weighted | |||||||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||||||
Remaining | Remaining | |||||||||||||||||||||||||||
Exercisable | Exercisable | Stock Options | Stock Options | Contractual | Exercisable | Stock Options | Stock Options | Contractual | ||||||||||||||||||||
Prices | Prices | Outstanding | Exercisable | Life (years) | Prices | Outstanding | Exercisable | Life (years) | ||||||||||||||||||||
$ | 8.68 | 7,142 | 7,142 | 3.07 | 3,071 | 3,071 | ||||||||||||||||||||||
$ | 7.63 | 2,142 | 2,142 | 2.52 | 4,365 | 4,365 | ||||||||||||||||||||||
$ | 3.07 | 3,071 | 2,986 | 12.15 | 155,000 | 155,000 | ||||||||||||||||||||||
$ | 2.52 | 4,365 | 3,769 | |||||||||||||||||||||||||
$ | 12.15 | 260,000 | 260,000 | |||||||||||||||||||||||||
276,720 | 276,039 | 162,436 | 162,436 |
Aggregate intrinsic value of options outstanding and exercisable at June 30, 2022,2023, and December 31, 20212022 was $ and $ , respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $ and $ as of June 30, 20222023 and December 31, 2021,2022, respectively, and the exercise price multiplied by the number of options outstanding.
The Company recorded stock-based compensation expense for stock options of $ The Company recorded stock-based compensation expense for stock options of $ and $ for the three and six months ended June 30, 2021, respectively. and $ for the three and six months ended June 30, 2023, respectively. The Company recorded stock-based compensation expense for stock options of $ and $ for the three and six months ended June 30, 2022, respectively.
18 |
Restricted Stock Units
SCHEDULESUMMARY OF STOCK-BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY
June 30, 2022 | June 30, 2023 | |||||||||||||||
Weighted Average | Weighted Average | |||||||||||||||
Number Of Shares | Grant Date Value per Share | Number Of Shares | Grant Date Value per Share | |||||||||||||
Unvested, beginning December 31, 2021 | 1,185,889 | $ | 5.11 | |||||||||||||
Unvested, beginning December 31, 2022 | 561,136 | $ | 3.80 | |||||||||||||
Granted | 167,208 | $ | 2.44 | 403,536 | $ | 2.37 | ||||||||||
Vested | (206,666 | ) | $ | 9.69 | (178,029 | ) | $ | 3.84 | ||||||||
Forfeited | (36,850 | ) | $ | 3.35 | (39,814 | ) | $ | 2.82 | ||||||||
Unvested at the end of June 30, 2022 | 1,109,581 | $ | 3.91 | |||||||||||||
Unvested at the end of June 30, 2023 | 746,829 | $ | 3.07 |
The Company recorded RSU compensation expense for RSUs of $ The Company recorded RSU compensation expense of $ and $ for the three and six months ended June 30, 2023, respectively. The Company recorded RSU compensation expense for RSUs of $ and $ for the three and six months ended June 30, 2022, respectively.
375
Performance-Based Restricted Stock Units
Separate from the RSUs above are Performance Based Restricted Stock Units that vest on achieving certain revenue, cash flow and $ profitability goals measured annually, or in some cases, for the three and six months ended June 30, 2021, respectively.
year ending December 31, 2024. The maximum number of shares issuable upon achieving all goals is
shares.11.
10. COMMITMENTS AND CONTINGENCIES
Litigation
From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a negative impact on the Company’s financial position.
12.11. SUBSEQUENT EVENTS
The 2022 Registration Statement for $75,000 was declared effective by the SEC on August 5, 2022. No shares have been sold under the 2022 Registration Statement.
Registered Direct Offering
On August 11, 2023, pursuant to a securities purchase agreement, the Company sold and issued 3,300. After deducting placement agent commissions and other offering expenses, the net proceeds were $3,002 or $ per share.
shares of common stock at a purchase price of $ per share for total gross proceeds of $19 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this Quarterly Report)“Quarterly Report”) and the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 20212022, as amended by our Form 10-K/A filed on May 1, 2023 (our Annual Report)“Annual Report”). This section contains forward-looking statements that are based on our current expectations and reflect our plans, estimates, and anticipated future financial performance. These statements involve numerous risks and uncertainties. Our actual results may differ materially from those expressed or implied by these forward-looking statements as a result of many factors, including those set forth in the sections entitled “Risk Factors” in Item 1A of our Annual Report and Part II, Item 1A, of our Quarterly Report for the quarter ended March 31, 2022, and “Cautionary Note Regarding Forward-Looking Statements” included in this Quarterly Report.
Unless otherwise noted, (1) “Sunworks” refers to Sunworks, Inc., (2) “Company,” “we,” “us,” and “our,” refer to the ongoing business operations of Sunworks, Inc., and its wholly ownedwholly-owned operating subsidiaries, Sunworks United Inc., Commercial Solar Energy, Inc. and Solcius LLC. All material intercompany transactions have been eliminated upon consolidation of these entities.
All amounts presented in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise noted, are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted.
The financial and operating results for the three and six months ended June 30, 2022, include the operating results of Solcius acquired on April 8, 2021, with only a partial contribution for the three and six months ended June 30, 2021.
Overview
On April 8, 2021, Sunworks, Inc., through its operating subsidiary Sunworks United (the “Buyer”), acquired all of the issued and outstanding membership interests (the “Solcius Acquisition”) of Solcius, from Solcius Holdings, LLC (“Seller”). Located in Provo, Utah, Solcius is a full-service, residential solar systems provider. The transaction creates a national solar power provider with a presence now in 15 states, including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, Massachusetts, Rhode Island, New York, Pennsylvania, New Jersey and South Carolina. The Company believes the transaction enhances economies of scale, leading to better access to suppliers, vendors and financial partners, as well as marketing and customer acquisition opportunities.
The Solcius Acquisition was consummated on April 8, 2021, pursuant to a Membership Interest Purchase Agreement, dated as of April 8, 2021 (the “Purchase Agreement”), by and between Buyer and Seller. The purchase price for Solcius consisted of $51.75 million in cash.
Residential Solar
Through our Residential Solar operating subsidiary, Solcius, LLC, we design, arrange financing, integrate, install, and manage systems, primarily for residential homeowners. We sell residential solar systems through multiple channels, including our network of sales channel partners, and our growing direct sales channel strategy. We operate in several residential and commercial markets including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin and South Carolina. We have direct sales or operations personnel in California, Nevada, Utah, Arizona, New Mexico, Texas, Colorado, South Carolina, Wisconsin and Minnesota.
Commercial Solar
Through our Commercial Solar Energy operating subsidiary,subsidiaries, we design, arrange financing, integrate, install, and manage systems ranging in size from 2kW (kilowatt) for residential projects to multi-MW (megawatt) systems for larger commercial and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions. Commercial Solar Energy primarily operates primarily in California.
For both the second quarter of 2022,three and six months ended June 30, 2023, approximately 91%79% of our revenue was from installations for the residential market, and approximately 9%21% of our revenue was from installations for the commercial and public works markets.
For the second quarter of 2021three months and six months ended June 30, 2022, approximately 78%91% and 89% of our revenue, respectively, was from installations for the residential market and approximately 22%9% and 11% of our revenue, respectively was from installations for the commercial and public works markets. Solcius revenue was only included from its acquisition date of April 8, 2021 through the end of the second quarter of 2021.
Orders and Backlog
For the quarter ended June 30, 2022, the combined backlog of the Company increased from $63,000 to $96,000, driven by growth in both the Residential Solar and Commercial Solar segments.
Residential Solar segment new originations increased 37% quarter over quarter, driven by increased volume in the Company’s existing markets. While originations increased across all sales channels, originations from the direct salesforce increased 74% quarter over quarter. At the end of the period, our direct salesforce represented 23% of new originations, up from 2% in the comparable prior year quarter.
Commercial Solar Segment orders were $24,000 during the quarter, a result of the Company’s recent leadership changes and strengthening demand for commercial and public works solar projects. Orders during the quarter were more than double the amount of orders received for the full year in 2021.
IMPACT OF COVID-19 ON OUR BUSINESS
The continued global novel coronavirus and its variants (COVID-19) pandemic, has resulted in significant governmental measures being implemented to control the spread of the virus, including quarantines, travel restrictions and business shutdowns. The uncertain macroeconomic environment created by the COVID-19 pandemic has had and may continue to have a significant, adverse impact on our business. To assist readers in reviewing management’s discussion and analysis of financial condition and results of operations, we provide the following discussion regarding the effects COVID-19 has had on the Company, what management expects the future impact to be, how we are responding to evolving circumstances and how we are planning for further COVID-19 uncertainties.
State and local directives, guidelines, and other restrictions, as well as consumer behavior, continue to impact our operations in the regions in which we operate, particularly California. During 2022 and 2021 we continued to serve customers. COVID-19 and the governmental directives materially disrupted the operations of the local and state governments by closing or restricting operations at city, county and state offices for design reviews, permitting projects, and inspections of projects. Utility companies have been unable to provide timely shutdowns, inspections and interconnection approvals. This disruption negatively impacts our ability to complete projects, generate revenue on projects in backlog and causes many customers to delay decisions on new projects.
Our revenue and gross profit for the first six months of 2022 were negatively impacted by governmental responses to the COVID-19 pandemic, which delayed pre-construction approvals and installation activity for our larger public works, agriculture and commercial projects by delaying approvals. Earlier governmental orders and social distancing guidelines slowed our sales process, as our customers avoided interacting with our sales and installation personnel and delayed buying decisions.
We received a loan under the Paycheck Protection Program of $2,847 which was used to pay for payroll costs, interest on debt, rent, utilities, and group health care benefits, allowing the Company to focus on revenue generating activities in an effort to mitigate some of the impact COVID-19 has on our business. The entire principal of the loan and all accrued interest was forgiven in June of 2021.
Although there is uncertainty around the continued impact and severity the COVID-19 pandemic has had, and will continue to have, on our operations, these developments and measures have negatively affected our business, including a negative impact on the supply chain upon which we rely on to operate. We will continue to attempt to mitigate the impact through appropriate operational measures.
As the COVID-19 pandemic and its effects evolve, we are monitoring our business to ensure that our expenses are in line with expected cash generation. The extent to which our results are affected by the COVID-19 pandemic will largely depend on future developments which cannot be accurately predicted and are uncertain, but the COVID-19 pandemic has had and will continue to have an adverse effect on our business, operations, financial condition, results of operations, and cash flows.
Critical Accounting Estimates
We prepare our unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenues and expenses recorded in our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carry values of assets and liabilities that are not readily apparent from other sources.
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These estimates may change as new events occur and additional information is obtained. Actual results may differ from these estimates under different assumptions and conditions.
There were no significant changes in our critical accounting estimates during the three and six months ended June 30, 20222023 compared to those previously disclosed in “Critical Accounting Policies” and “Use of Estimates” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.Report.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 20222023 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 20212022
REVENUE AND COST OF GOODS SOLD
For the three months ended June 30, 2022,2023, revenue increaseddeclined to $36,397$34,638, compared to $32,091$36,397 for the same quarter in the prior year. Approximately 91%78.5% of revenue was from residential segment installations, for the residential markets, or $33,163,$27,200, compared to 78%89.3% of revenue, or $24,930,$32,516, for the same quarter in the prior year. The increase in residentialResidential segment revenue isdeclined as a result of organic growth and the inclusion of the Residential Solar segment (Solcius) revenue for the entire quarterfewer projects reaching final inspection compared to 2021. Within the Residential Solar segment, Revenue from the direct salesforce accounted for $4,400, or 14%, compared to approximately 5%same quarter in the prior year.year, partially offset by higher average selling prices. Commercial and public works revenue was approximately 9%21.5% of total revenue, or $3,234,$7,438, for the three months ended June 30, 20222023, compared to 22%10.7%, or $7,161$3,881, of revenue in the same period in the prior year. The reductionincrease in commercial revenue is primarily driven by lower new orders ina result of an increased backlog and executing on our strategy to grow the preceding quarters.commercial segment.
Cost of goods sold for the three months ended June 30, 2022,2023, was $19,532,$23,196, compared to $16,953$19,803 reported for the three months ended June 30, 2021.2022. The increase in cost of goods sold is primarily the result of increase in revenue compared to the prior period and inflationary pressures on materiallabor, materials and labor costs.construction supplies, as well as, under absorption of direct and overhead costs due to extended California interconnection approval timelines and lower volume in several markets.
Gross profit was $16,865$11,442 for the three months ended June 30, 2022,2023, compared to $15,138$16,594 for the prior year period. The gross margin declined to 46.3%33.0% in the second quarter of 2022,2023, compared to 47.2%45.6% in the second quarter 2021.2022. The reduction in margin percentage decrease is the result of inflationary pressures on materialsinstallation delays due to delayed regulatory approvals and labor.higher construction costs.
SELLING AND MARKETING EXPENSES
For the three months ended June 30, 2022, our2023, the Company’s selling and marketing expenses were $14,318,$11,967 compared to $10,165$14,318 for the same three months in 2021.2022. As a percentage of revenue, selling and marketing expenses were 39.3%34.5% of revenue in the second quarter of 2022,2023 compared to 31.7%39.3% of revenue in the same period in 2021.2022. The increaseddecreased expenses were largely related to additionalthe benefit of our sales and marketing effort over the past year to expand our lead generation efforts and improve brand awareness. Additionally, these investments are targeted at positively impacting our ability to grow our in-house sales capability for residential markets. In the prior year period, we incurred a higher marketing spend for dealer commissions, advertising and investment in thebranding. The residential direct salesforce.sales and marketing model had previously focused on lead generation and effective interaction with a network of authorized dealers and third-party sales organizations.
GENERAL AND ADMINISTRATIVE EXPENSES
Total G&Ageneral and administrative expenses of $8,525increased to $9,773 for the three months ended June 30, 2022, increased,2023, compared to $6,738$8,495 for the same period in the prior year. The G&Ageneral and administrative expenses increased from the prior year partiallyperiod as a result of Solcius G&A costs being included for the full quarter of 2022 compared to a partial quarter in 2021. There were also cost increases in salaries wages,and benefits, together with increasesinsurance, professional services, software and equipment related expenses, partially offset by savings attributable to a reduction of headcount in business insurance expenses compared to the prior year quarter.2023.
STOCK-BASED COMPENSATION EXPENSEEXPENSES
During the three months ended June 30, 2022,2023, we incurred $371$436 in total non-cash stock-based compensation expense, compared to $1,113$371 for the prior year period. The year over year decreaseperiod-over-period increase in stock-based compensation is the result of the vesting of the Solcius acquisition related RSUs and stock options in April 2022. Partially offsetting the reduction in stock-based compensation expense, is the non-cash expenses for expanding RSU grants as part of utilizing the non-cash compensation structure to a broader population offor incentivizing employees.
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DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense for the three months ended June 30, 2022,2023 was $1,312,$1,016, which includes $393 recorded in cost of goods sold compared to $1,905 for$1,312, which includes $241 recorded in cost of goods sold in the prior year period. Depreciation and amortization expenses decreased in the current year period as a result of a portion of the $15,600 of identified intangible asset for the acquired order backlog related to theassets of Solcius Acquisition having beenbeing fully amortized within 2022 following the first nine monthsclosing of the transaction.Solcius acquisition in April 2021. The intangible assets are being amortized over the estimated useful lives of the specific assets, which have original useful lives rangingrange from nine months to ten years. Offsetting the reduction in amortization of intangibles was an increase in depreciation expense for additional installation service vehicles added during the first half of 2023. The amortization expense from the Solcius acquisition for the second quarter of 2023 was $613, compared to $1,047 for the same period in 2022.
OTHER INCOME (EXPENSE)
Other income was $170expenses were $(1,207) for the three months ended June 30, 2022,2023, compared to $2,916other income of $170 for the same three monthsperiod in 2021. The entire PPP loanthe prior year. Other expense is primarily the result of $2,847 plus accrued interest of $34 was forgiven and recognized as other incomethe $1,028 loss resulting from the sale our net $5,055 Employee Retention Tax Credit during the second quarter of 2021. A gain of $178 was recognized on the sale of surplus equipment. Interest expense for the second quarter of 2022 was $59 compared to $21 for the same quarter in 2021.quarter. The 2022 interest expense of $173 is primarily related to the ROU finance leasedlease assets, and a reserve for amounts due as a result of an ongoingcredit card finance charges, sales tax audit.liability and the financing of business insurance premiums.
INCOME TAX EXPENSE
Income tax expense is a provision for Texas Margin Tax onfor our acquired Texas based operations as a result of the Solcius acquisition in April 2021.operations.
NET LOSS
The net loss for the three months ended June 30, 20222023, was $7,585,$12,676, compared to a net loss of $1,867$7,585 for the three months ended June 30, 2021.2022.
ORDERS AND BACKLOG
For the quarter ended June 30, 2023, our combined backlog of residential and commercial projects was $84,000, approximately a 2.7% decrease compared to the prior year end. Residential Solar segment originations decreased by approximately 50% in the current quarter, compared to the prior year quarter, primarily driven by higher interest rates and following a surge in California originations in the first quarter of 2023 as customers secured more favorable economics in advance of the NEM 3.0 deadline. Within this segment, originations generated from the direct sales channel were approximately 45%, compared to approximately 23% in the prior period, due to execution against our stated goal to diversify our sources of originations. As a result, the Residential Solar backlog declined to $48,000, or 19%, on a year-over-year basis. We expect to execute against our Residential Solar segment backlog over the next 1-5 months, as project complexity, jurisdictional requirements, materials and labor availability each influence timelines for completion.
Commercial Solar segment orders were approximately $8,094 for the quarter ending June 30, 2023, compared to approximately $23,743 during the same period in the prior year, which was primarily driven by the timing of several large orders. The Commercial Solar segment backlog is $36,200, which represents a 0.2% increase on a year-over-year basis. We expect to execute against this backlog over the next 3 to18 months, subject to receiving timely authorizations to proceed with construction from the various stakeholders.
RESIDENTIAL SOLAR SEGMENT KEY PERFORMANCE INDICATORS
Three Months Ended | ||||||||
June 30, | ||||||||
2023 | 2022 | |||||||
Net Total Originations (Watts in thousands) | 8,064 | 16,292 | ||||||
Installation (Watts in thousands) | 6,309 | 7,920 | ||||||
Average Project Size Installed (Watts) | 6,782 | 6,268 | ||||||
Revenue | $ | 27,200 | $ | 32,516 | ||||
Gross Margin | 34.8 | % | 49.3 | % | ||||
Operating (Loss) | $ | (8,126 | ) | $ | (3,269 | ) | ||
Operating (Loss) % | (29.9 | )% | (10.1 | )% |
COMMERCIAL SOLAR SEGMENT KEY PERFORMANCE INDICATORS
Three Months Ended | ||||||||
June 30, | ||||||||
2023 | 2022 | |||||||
Net Total Orders | $ | 8,094 | $ | 23,743 | ||||
Revenue | $ | 7,438 | $ | 3,881 | ||||
Gross Margin | 26.5 | % | 15.0 | % | ||||
Operating (Loss) | $ | (498 | ) | $ | (2,000 | ) | ||
Operating (Loss) % | (6.7 | )% | (51.5 | )% |
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 20222023 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 20212022
REVENUE AND COST OF GOODS SOLD
For the six months ended June 30, 2022,2023, revenue increased to $67,593$72,537 compared to $38,260$67,593 for the six months ended June 30, 2021. Approximately 89%2022. Residential segment revenue was approximately 78.9% of revenue in the first six months of 20222023 or $57,207. Residential segment revenue was from installations for the residential markets at $60,162, compared to 69%approximately 87.2% of revenue or $26,460,$58,911, for the same period in the prior year. Residential Solar segment revenue increaseddecreased as a result of the full period inclusionreduction in third-party sales organization sourced revenue and extended inspection times. As a percentage of the Solcius Acquisition, which was acquiredtotal revenue, residential segment revenue decreased as commercial revenue increased in April 2021both dollars and the expansionpercentage of our direct salesforce.total revenue. Commercial Solar Energy segment revenue was 11%21.1% of total revenue, or $7,431,$15,330, for the first six months of 2022,2023, compared to 31%12.8%, or $11,800,$8,682 of revenue in the same period of the prior year. The reduction was primarily driven by lower new ordersCommercial revenue benefits from greater order volume in the preceding quarters.prior periods.
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Cost of goods sold for the six months ended June 30, 2022,2023, was $36,697,$49,173, or 54.3%67.8% of revenue, compared to $23,031,$37,827, or 60.2%56.0% of revenue, reported for the six months ended June 30, 2021.2022. The increase in cost of goods sold is primarily the result of higher revenue combined with inflationary pressures on materials and construction labor, as well as labor inefficiencies associated with weather and regulatory approval delays in the current year. Included within cost of goods sold is a $979 inventory write-down for solar module inventory to lower of cost or market, as a result of excess inventory in our Commercial Solar Energy segment.
Gross profit was $30,896$23,364 for the six months ended June 30, 2022.2023. This compares to $15,229$29,766 of gross profit for the same period of the prior year. Gross margin improveddeclined to 45.7%32.2% in the first six months of 20222023 compared to 39.8%44.0% in the same six-month period of 2021.2022. The grossreduction in margin improvement is predominantly driven by a mixthe result of installation delays due to regulatory approvals and weather delays, as well as, higher margin residential revenue, partially offset by inflationary pressures on materials and labor.
Revenue and gross profit in the six months ended June 30, 2022, were positively impacted by the Solcius acquisition. In contrast, the prior year Solcius results were only included from the April 8, 2021 acquisition date through the end of the second quarter.construction costs.
SELLING AND MARKETING EXPENSES
For the six months ended June 30, 2022,2023, our selling and marketing expenses were $26,548,$24,046, compared to $11,396$26,548 for the six months ended June 30, 2021.2022. As a percentage of revenue, selling and marketing expenses were 39.3% of33.1% for the first six months revenue in 2022,ended June 30, 2023, compared to 29.8%39.3% of revenue in the same period of 2021.2022. Selling and marketing expenses increaseddecreased as a result of higherlower residential revenue, as the residential business model focuses more on direct lead generation and effective interaction with third-party sales organizations.generation.
GENERAL AND ADMINISTRATIVE EXPENSES (G&A)
Total G&Ageneral and administrative expenses of $15,961$18,616 for the six months ended June 30, 2022,2023, increased, compared to $10,190$15,305 for the six months ended June 30, 2021.2022. The G&Ageneral and administrative expenses increased from the prior year six-month period as a result of the Solcius acquisition in April 2021 and increases in corporate overhead expenses.expenses including legal, accounting and consulting fees.
STOCK-BASED COMPENSATION EXPENSE
During the six months ended June 30, 2022,2023, we incurred $1,655$880 in total non-cash stock-based compensation expense, compared to $1,264$1,655 for the same period in the prior year. The year over year increaseperiod-over-period decrease in stock-based compensation is the result of the Companyvesting of the Solcius acquisition related RSUs and stock options granted in April 2021. Partially offsetting the reduction in stock-based compensation expense is the non-cash expense for expanding its RSU grants during 2022 as part of the compensation structure to a broader population of employees.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense for the six months ended June 30, 2022,2023 was $2,595,$1,967, which includes $722 recorded in cost of goods sold compared to $1,970 for the same period$2,595, which includes $474 recorded in cost of goods sold in the prior year.year period. Depreciation and amortization expenses increaseddecreased in the current year period as a result of a portion of the $15,600 of identified intangible assets of Solcius being fully amortized within 2022 following the first nine months since acquisition. The total $15,600 balance of intangible assets is being amortized over the estimated useful livesclosing of the specific assets.Solcius acquisition in April 2021. The estimated useful lives range from nine months to ten years. The amortization expense from the April 2021 Solcius acquisition for the six months ended June 30, 2022 was $2,093.
OTHER INCOME (EXPENSE)
Other income was $165$2,469 for the six months ended June 30, 2022,2023, compared to $2,911$165 for the same six monthsperiod in 2021. the prior year. Other income is primarily related to the $5,055 employee retention tax credit receivable, net of consultants’ fees. During the second quarter the employee retention tax credit was sold at a discount of $1,028 which appears as other expense. Interest expense of $242 is primarily related to the finance lease assets, sales tax liability, credit card finance charges and the financing of business insurance premiums. Included in loss on sale of assets is the sale of $3,969 of solar module inventory for $2,596, recognizing a loss on the sale of assets of $1,373.
Other income in 2022 was the result of the gain on equipment sales of $178 most of which was fully depreciated. Other income in the prior six month period income is primarily the resultInterest expense of the June 2021 forgiveness of the Paycheck Protection Program loan of $2,847 and $34 of accrued loan interest. Interest expense$66 is primarily for interest on finance leases and sales taxes liability. Interest expense for the first six months of 2022, was $66, compared to $30 during the first six months of 2021.
INCOME TAX EXPENSE
Income tax expense is a provision for Texas Margin Tax on our acquired Texas based operations as a result of the Solcius acquisition in April 2021.operations.
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NET LOSS
The net loss for the six months ended June 30, 20222023 was $15,792.$19,066. The net loss for the six months ended June 30, 20212022 was $6,680.$15,792.
RESIDENTIAL SOLAR SEGMENT KEY PERFORMANCE INDICATORS
Six Months Ended | ||||||||
June 30, | ||||||||
2023 | 2022 | |||||||
Net Total Originations (Watts in thousands) | 18,992 | 28,587 | ||||||
Installation (Watts in thousands) | 13,198 | 14,330 | ||||||
Average Project Size Installed (Watts) | 6,682 | 6,203 | ||||||
Revenue | $ | 57,207 | $ | 58,911 | ||||
Gross Margin | 36.8 | % | 48.2 | % | ||||
Operating (Loss) | $ | (13,817 | ) | $ | (7,543 | ) | ||
Operating (Loss) % | (24.2 | )% | (12.8 | )% |
COMMERCIAL SOLAR SEGMENT KEY PERFORMANCE INDICATORS
Six Months Ended | ||||||||
June 30, | ||||||||
2023 | 2022 | |||||||
Net Total Orders | $ | 19,627 | $ | 26,545 | ||||
Revenue | $ | 15,330 | $ | 8,682 | ||||
Gross Margin | 15.2 | % | 15.8 | % | ||||
Operating (Loss) | $ | (2,481 | ) | $ | (3,564 | ) | ||
Operating (Loss) % | (16.2 | )% | (41.1 | )% |
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Capital Resources
We had $12,067$4,631 in unrestricted cash at June 30, 2022,2023, as compared to $19,719$7,807 at December 31, 2021.2022. We believe that our existing cash and cash equivalents is not sufficient to meet our operating cash requirements and strategic objectives for growth for at least the next year. To satisfy our capital requirements, including acquisitions and ongoing operations, for 12 months and longer into the future, we will likely seekexpect to raise additional financingcapital through debt and equity financings.financings or the sale or other disposition of assets.
On January 27, 2021, the Companywe filed a Registration Statement on Form S-3 (File No. 333-252475) (the “Registration“2021 Registration Statement”), with the SEC. The 2021 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $100,000. The 2021 Registration Statement was declared effective by the SEC on February 3, 2021. From January 1, 20222023 through the date of this filing we sold 3,541,0871,394,743 shares with gross proceeds of approximately $10 million.$1,751 under the 2021 Registration Statement. Approximately $26.9 million$17,600 of the $100 million$100,000 total is available for future offerings pursuant to the 2021 Registration Statement.
On June 1, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-265336) (the “2022 Registration Statement”), with the SEC. The 2022 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $75,000. The 2022 Registration Statement was declared effective by the SEC on August 5, 2022. No
On June 12, 2023, pursuant to a securities purchase agreement, the Company sold and issued 4,050,000 shares have been soldof common stock registered under the 2022 Registration Statement. The registered direct offering was at a purchase price of $1.14 per share for total gross proceeds of $4,617. After deducting placement agent commissions and other offering expenses, the net proceeds were $4,290, or $1.06 per share.
On August 11, 2023, pursuant to a securities purchase agreement, the Company sold and issued 3,300,000 shares of common stock registered under the 2022 Registration Statement. The registered direct offering was at a purchase price of $1.00 per share for total gross proceeds of $3,300. After deducting placement agent commissions and other offering expenses, the net proceeds were $3,002, or $0.91 per share. Approximately $67,100 of the $75,000 total is available for future offerings pursuant to the 2022 Registration Statement.
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In addition, effective May 4, 2023, we entered into a Factoring Agreement (the “Factoring Agreement”) with Produce Pay Inc. (the “Buyer”) pursuant to which we may offer for sale, and the Buyer may purchase at 80% of face value, certain accounts receivable of the Company. Through June 30, 2023, $2,405 of receivables have been factored. Proceeds received total $1,924 through June 30, 2023 and $54 of interest expense recognized.
On May 22, 2023, the Company entered into a trade purchase agreement with respect to its Employee Retention Tax Credit receivable (ERC) with 1861 Acquisition LLC. Under the terms of the agreement, on May 23, 2023, the Company received $5,723 of proceeds under the trade purchase agreement.
As of June 30, 2022,2023, our working capital surplus was $26,496,$12,514 compared to a working capital surplus of $28,736$23,596 at December 31, 2021.2022.
During the six months ended June 30, 2022,2023, we used $16,975$11,157 of cash in operating activities compared to $9,903$16,975 used in operating activities for the prior year period. The cash used in operating activities was primarily the result of the currenta higher operating loss during year net loss combined with investments in working capital to securepartially offset by a reduction of inventory, to support growthwhich is primarily driven by sales of excess inventory and minimize the impacts of supply chain disruption.improved module lead times and availability.
Net cash used inprovided by investing activities totaled $242$2,481 for the six months ended June 30, 2022, for2023, primarily from the sale of inventory partially offset by the acquisition of vehicles and equipment. The cash used in investing activities for the same period in 20212022 totaled $50,987 as a result of the purchase of Solcius LLC, which required net cash of $50,619, and the purchase of vehicles, property and equipment.$242 for routine equipment purchases.
Net cash provided by financing activities during the six months ended June 30, 2022,2023 was $9,565$5,501 primarily due to net proceeds from salesthe at-the-market offerings under our 2021 Registration Statement and our registered direct offering under our 2022 Registration Statement. Principal payments for finance lease liabilities totaled $446 together with $43 in tax payments related to net share settlement of our common stock during the first six months of the current year.equity awards.
Net cash provided by financing activities during the first six months of 20212022 was $48,759. Net cash was provided$9,565 primarily by financing activities includes thedue to net proceeds of $48,858 from the sales ofat-the-market offerings under our common stock.2021 Registration Statement.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity, or capital expenditures.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods specified in the SEC rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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Limitations on the Effectiveness of Controls
Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. In addition, the design of any system of controls is based on assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies and procedures may deteriorate. Control systems can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal second quarter ended June 30, 2022,2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS
The disclosure below supplements our risk factors from those disclosed in Part I, Item 1A in our Annual Report and Part II, Item 1A of our Quarterly Report for the quarter ended March 31, 2023. These risks and uncertainties, along with those previously disclosed, could materially adversely affect our business or financial results.
None.
Our ability to raise capital through the sale of our common stock in amounts sufficient to fund operations requires shareholder approval of an amendment to our certificate of incorporation to increase our authorized shares of common stock.
To satisfy our capital requirements, we expect to raise additional capital through equity financings. Our certificate of incorporation currently authorizes the issuance of 50,000,000 shares of common stock. As of August 11, 2023, there were 44,280,882 shares of common stock issued and outstanding. Our ability to raise additional capital sufficient to fund operations by issuing shares of common stock will require us to increase the number of our authorized shares of common stock above 50,000,000. To increase the number of our authorized shares of common stock, we will need to ask our shareholders to approve an amendment to our certificate of incorporation, which requires an affirmative vote of a majority of the shares of our common stock attending our annual shareholders meeting and voting on the proposal to amend our certificate of incorporation. There is no assurance that we will be able to obtain the requisite shareholder approval to increase the number of our authorized shares of common stock. Failure to increase the number of our authorized shares of common stock would have a material adverse impact on our ability to raise capital sufficient to fund operations.
26 |
If we are unable to obtain funding on a timely basis, or if revenues from collaboration arrangements or financing sources are less than we have projected, we may be required to further revise our business plan and strategy, which may result in us significantly curtailing, delaying or discontinuing portions or all of our operations, or may result in our being unable to expand our operations or otherwise capitalize on our business opportunities. As a result, our business, financial condition and results of operations could be materially affected.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
None.The meeting date for the 2023 annual meeting of stockholders (the “2023 Annual Meeting”) has been advanced more than 30 days from the anniversary of the Company’s 2022 annual meeting of stockholders. The 2023 Annual Meeting is tentatively scheduled for September 22, 2023. The time and meeting website information will be set forth in the Company’s proxy statement for the 2023 Annual Meeting, which will be filed with the SEC in advance of the meeting. Pursuant to Rule 14a-8, in order for a stockholder proposal or the nomination of a candidate for director to be included in the Company’s definitive proxy statement for the 2023 Annual Meeting, it must be submitted to our Corporate Secretary at 1555 Freedom Boulevard, 200 W, Provo, UT 84604 no later than August 18, 2023, which the Company believes is a reasonable time before it begins to print and send its proxy materials. The proposals and nominations must comply with all of the applicable requirements set forth in the rules and regulations of the SEC, under the Exchange Act, and the Company’s Bylaws.
ITEM 6. EXHIBITS.
* | Filed herewith. |
** | Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Provo, State of Utah, on August 9, 2022.14, 2023.
Sunworks, Inc. | ||
Date: August | By: | /s/ Gaylon Morris |
Gaylon Morris, Chief Executive Officer | ||
(Principal Executive Officer) | ||
Date: August | By: | /s/ Jason Bonfigt |
Jason Bonfigt, Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |