Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36868 | |
Entity Registrant Name | SUNWORKS, INC. | |
Entity Central Index Key | 0001172631 | |
Entity Tax Identification Number | 01-0592299 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2270 Douglas Blvd. | |
Entity Address, Address Line Two | Suite 216 | |
Entity Address, City or Town | Roseville | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95661 | |
City Area Code | (916) | |
Local Phone Number | 409-6900 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | SUNW | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,047,744 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 26,860 | $ 38,991 |
Restricted cash | 348 | 348 |
Accounts receivable, net | 8,383 | 2,890 |
Inventory | 6,973 | 1,179 |
Contract assets | 9,824 | 2,397 |
Other current assets | 2,540 | 137 |
Total Current Assets | 54,928 | 45,942 |
Property and equipment, net | 3,725 | 198 |
Finance lease right-of-use assets, net | 1,142 | |
Operating lease right-of-use assets | 2,479 | 694 |
Deposits | 120 | 47 |
Intangible assets, net | 10,770 | |
Goodwill | 37,654 | 5,464 |
Total Assets | 110,818 | 52,345 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 15,914 | 7,356 |
Contract liabilities | 12,911 | 6,260 |
Finance lease liability, current portion | 415 | |
Operating lease liability, current portion | 860 | 649 |
Paycheck Protection Program loan payable, current portion | 787 | |
Total Current Liabilities | 30,100 | 15,052 |
Long-Term Liabilities: | ||
Finance lease liability, net of current portion | 409 | |
Operating lease liability, net of current portion | 1,619 | 45 |
Paycheck Protection Program loan payable, net of current portion | 2,060 | |
Warranty liability | 1,191 | 1,131 |
Total Long-Term Liabilities | 3,219 | 3,236 |
Total Liabilities | 33,319 | 18,288 |
Shareholders’ Equity: | ||
Preferred stock Series B, $0.001 par value, 5,000,000 authorized shares; no shares issued and outstanding | ||
Common stock, $0.001 par value; 50,000,000 authorized shares; 27,047,744 and 23,835,258 shares issued and outstanding, at June 30, 2021 and December 31, 2020, respectively | 27 | 24 |
Additional paid-in capital | 172,787 | 122,668 |
Accumulated deficit | (95,315) | (88,635) |
Total Shareholders’ Equity | 77,499 | 34,057 |
Total Liabilities and Shareholders’ Equity | $ 110,818 | $ 52,345 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 27,047,744 | 23,835,258 |
Common stock, shares outstanding | 27,047,744 | 23,835,258 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 32,091 | $ 9,670 | $ 38,260 | $ 22,031 |
Cost of Goods Sold | 16,953 | 7,263 | 23,031 | 17,798 |
Gross Profit | 15,138 | 2,407 | 15,229 | 4,233 |
Operating Expenses: | ||||
Selling and marketing | 10,165 | 1,268 | 11,396 | 2,795 |
General and administrative | 6,738 | 2,365 | 10,190 | 4,974 |
Goodwill impairment | 4,000 | |||
Stock-based compensation | 1,113 | 23 | 1,264 | 121 |
Depreciation and amortization | 1,905 | 83 | 1,970 | 164 |
Total Operating Expenses | 19,921 | 3,739 | 24,820 | 12,054 |
Operating Loss | (4,783) | (1,332) | (9,591) | (7,821) |
Other Income (Expense) | ||||
Other income, net | 2,886 | 10 | 2,890 | 10 |
Interest expense | (21) | (137) | (30) | (396) |
Gain on disposal of property and equipment | 51 | 51 | ||
Total Other Income (Expense), net | 2,916 | (127) | 2,911 | (386) |
Loss before Income Taxes | (1,867) | (1,459) | (6,680) | (8,207) |
Income Tax Expense | ||||
Net Loss | $ (1,867) | $ (1,459) | $ (6,680) | $ (8,207) |
LOSS PER SHARE: | ||||
Basic | $ (0.07) | $ (0.09) | $ (0.26) | $ (0.59) |
Diluted | $ (0.07) | $ (0.09) | $ (0.26) | $ (0.59) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic | 27,047,744 | 16,628,992 | 26,145,676 | 13,896,447 |
Diluted | 27,047,744 | 16,628,992 | 26,145,676 | 13,896,447 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 7 | $ 81,132 | $ (72,696) | $ 8,443 |
Beginning balance, shares at Dec. 31, 2019 | 6,805,697 | |||
Stock-based compensation for options | 35 | 35 | ||
Sales of common stock pursuant to S-3 registration statement | $ 10 | 7,726 | 7,736 | |
Sales of common stock pursuant to S-3 registration statement, net, shares | 9,817,343 | |||
Issuance of common stock under terms of restricted stock grants | 63 | 63 | ||
Issuance of common stock under terms of restricted stock grants, shares | 5,952 | |||
Net loss | (6,748) | (6,748) | ||
Ending balance, value at Mar. 31, 2020 | $ 17 | 88,956 | (79,444) | 9,529 |
Ending balance, shares at Mar. 31, 2020 | 16,628,992 | |||
Beginning balance, value at Dec. 31, 2019 | $ 7 | 81,132 | (72,696) | 8,443 |
Beginning balance, shares at Dec. 31, 2019 | 6,805,697 | |||
Net loss | (8,207) | |||
Ending balance, value at Jun. 30, 2020 | $ 17 | 88,979 | (80,903) | 8,093 |
Ending balance, shares at Jun. 30, 2020 | 16,628,992 | |||
Beginning balance, value at Mar. 31, 2020 | $ 17 | 88,956 | (79,444) | 9,529 |
Beginning balance, shares at Mar. 31, 2020 | 16,628,992 | |||
Stock-based compensation for options | 23 | 23 | ||
Net loss | (1,459) | (1,459) | ||
Ending balance, value at Jun. 30, 2020 | $ 17 | 88,979 | (80,903) | 8,093 |
Ending balance, shares at Jun. 30, 2020 | 16,628,992 | |||
Beginning balance, value at Dec. 31, 2020 | $ 24 | 122,668 | (88,635) | 34,057 |
Beginning balance, shares at Dec. 31, 2020 | 23,835,258 | |||
Stock-based compensation for options | 151 | 151 | ||
Sales of common stock pursuant to S-3 registration statement | $ 3 | 48,855 | 48,858 | |
Sales of common stock pursuant to S-3 registration statement, net, shares | 3,212,486 | |||
Net loss | (4,813) | (4,813) | ||
Ending balance, value at Mar. 31, 2021 | $ 27 | 171,674 | (93,448) | 78,253 |
Ending balance, shares at Mar. 31, 2021 | 27,047,744 | |||
Beginning balance, value at Dec. 31, 2020 | $ 24 | 122,668 | (88,635) | 34,057 |
Beginning balance, shares at Dec. 31, 2020 | 23,835,258 | |||
Net loss | (6,680) | |||
Ending balance, value at Jun. 30, 2021 | $ 27 | 172,787 | (95,315) | 77,499 |
Ending balance, shares at Jun. 30, 2021 | 27,047,744 | |||
Beginning balance, value at Mar. 31, 2021 | $ 27 | 171,674 | (93,448) | 78,253 |
Beginning balance, shares at Mar. 31, 2021 | 27,047,744 | |||
Stock-based compensation for options | 1,113 | 1,113 | ||
Net loss | (1,867) | (1,867) | ||
Ending balance, value at Jun. 30, 2021 | $ 27 | $ 172,787 | $ (95,315) | $ 77,499 |
Ending balance, shares at Jun. 30, 2021 | 27,047,744 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (1,867) | $ (1,459) | $ (6,680) | $ (8,207) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation and amortization | 1,905 | 83 | 1,970 | 164 |
Amortization of right-of-use assets | 484 | 331 | ||
Gain on sale of equipment | (51) | (51) | ||
Paycheck Protection Program loan forgiveness | (2,881) | |||
Stock-based compensation | 1,113 | 23 | 1,264 | 121 |
Goodwill impairment | 4,000 | |||
Amortization of debt issuance costs | 180 | |||
Bad debt expense | 183 | 158 | 188 | 280 |
Changes in Operating Assets and Liabilities, net of acquisition | ||||
Accounts receivable | (3,952) | 3,531 | ||
Inventory | (1,961) | 1,302 | ||
Deposits and other current assets | (782) | (321) | ||
Contract assets | (91) | 591 | ||
Accounts payable and accrued liabilities | 1,635 | (4,232) | ||
Contract liabilities | 1,378 | (1,560) | ||
Warranty liability | 60 | 50 | ||
Operating lease liability | (484) | (331) | ||
NET CASH USED IN OPERATING ACTIVITIES | (9,903) | (4,101) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of Solcius LLC, net of cash acquired | (50,619) | |||
Purchase of property and equipment | (429) | (25) | ||
Proceeds from sale of equipment | 61 | |||
NET CASH USED IN INVESTING ACTIVITIES | (50,987) | (25) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Loans payable repayments | (310) | |||
Promissory note payable repayment | (1,500) | |||
Principal payments on finance lease liabilities | (99) | |||
Proceeds from Paycheck Protection Program loan payable | 2,847 | |||
Proceeds from sale of common stock, net | 48,858 | 7,736 | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 48,759 | 8,773 | ||
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (12,131) | 4,647 | ||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH BEGINNING OF PERIOD | 39,339 | 3,539 | ||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | 27,208 | 8,186 | 27,208 | 8,186 |
Cash and cash equivalents | 26,860 | 7,838 | 26,860 | 7,838 |
Restricted cash | $ 348 | $ 348 | 348 | 348 |
CASH PAID FOR: | ||||
Interest | 11 | 143 | ||
Franchise and corporate excise taxes | ||||
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 | 87 | |||
Right-of-use assets obtained in exchange for new operating lease liability | $ 481 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION Sunworks, Inc. (NASDAQ:SUNW) through its wholly owned subsidiaries is a provider of high-performance solar power systems. Sunworks sells, engineers, procures materials, constructs and maintains photo-voltaic solar power systems for customers in a wide range of industries including residential, agricultural, commercial and industrial, state and federal, and public works. Systems range in size from 2 kilowatt to multi-megawatt in size. On April 8, 2021, Sunworks, Inc., through its operating subsidiary Sunworks United Inc. (the “Buyer”), acquired all of the issued and outstanding membership interests (the “Acquisition”) of Solcius LLC, a California limited liability company (“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 in 12 states, including California, Oregon, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, Massachusetts, New Jersey, Hawaii and South Carolina. 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 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 The accompanying 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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, 2020. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 financial statements. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Sunworks, Inc., and its wholly owned operating subsidiaries, Sunworks United, MD Energy, Plan B and Solcius. All material intercompany transactions have been eliminated upon consolidation of these entities. Reclassifications Certain reclassifications have been made to prior year’s financial statements to conform to classifications used in the current year. Sales commissions, finders’ fees and financing fees paid to third parties have been reclassified from cost of goods sold to selling and marketing in the condensed consolidated statements of operations with no change in the previously reported net losses. Customer deposits have been reclassified and included in contract liabilities. Use of Estimates The preparation of 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 financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to assess the realizability of the Company’s goodwill, 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, operating and finance 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. 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 EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer. The cost of materials or equipment will generally be excluded from our recognition of profit, unless specifically produced or manufactured for a project, because such costs are not considered to be a measure of progress. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss in the period it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts which require the revision become known. We use an input method based on costs incurred as we believe that this method most accurately reflects our progress toward satisfaction of the performance obligation. Under this method, revenue arising from fixed-price construction contracts is recognized as work is performed based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligations. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Contract assets represent revenue recognized in excess of amounts invoiced to customers on contracts in progress together with commissions paid to third-party sales partners prior to revenue being recognized on residential projects. Contract liabilities represent amounts invoiced to and deposits paid by customers in excess of revenue recognized on contracts in progress. Accounts Receivable Accounts receivable are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $ 262 392 The Company performs ongoing credit evaluation of its customers. Management monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, age of receivables and other information, and records bad debts using the allowance method. Accounts receivable are presented net of an allowance for doubtful accounts at June 30, 2021 of $ 295 and at December 31, 2020 of $ 253 . During the three months ended June 30, 2021, $ 134 of uncollectible accounts receivable was written off against the allowance for doubtful accounts. Additionally, during the three months ended June 30, 2021, $ 183 was recorded as bad debt expense compared to $ 158 in the prior year period. During the six months ended June 30, 2021 and 2020, $ 188 and $ 280, respectively, was recorded as bad debt expense. Inventory Inventory is valued at lower of cost or net realizable value determined by the first-in, first-out method. Inventory primarily consists of panels, inverters, and mounting racks and other materials. The Company reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when property and equipment are put into service and are depreciated using the straight-line method over the property and equipment’s estimated useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery & equipment 3 7 Office equipment & fixtures 5 7 Computers & software 3 5 Vehicles & trailers 3 7 Leaseholder improvements 3 5 Intangible Assets The Company’s intangible assets at June 30, 2021 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization periods Cost Accumulated amortization Net carrying value Trademarks 10 $ 5,200 $ (130 ) $ 5,070 Backlog of projects 9 2,000 (667 ) 1,333 Covenant not-to-compete 3 2,400 (200 ) 2,200 Software (included in property and equipment) 3 3,400 (283 ) 3,117 Dealer relationships 18 2,600 (433 ) 2,167 $ 15,600 $ (1,713 ) $ 13,887 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, 2021 was as follows: SCHEDULE OF AMORTIZATION EXPENSES For the For the Three Months Ended Six Months Ended June 30, 2021 June 30, 2021 Trademarks $ 130 $ 130 Backlog of projects 667 667 Covenant not-to-compete 200 200 Software 283 283 Dealer relationships 433 433 $ 1,713 $ 1,713 Estimated future amortization expense for the Company’s intangible assets as June 30, 2021 is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE 2021 Years ending December 31, Remainder of 2021 $ 3,427 2022 $ 3,753 2023 $ 2,453 2024 $ 1,004 2025 $ 520 Thereafter $ 2,730 Depreciation and amortization expense for the three months ended June 30, 2021 and 2020 was $ 1,905 and $ 83 , respectively. Depreciation and amortization expense for the six months ended June 30, 2021 and 2020 was $ 1,970 and $ 164 , respectively. Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included in the condensed consolidated balance sheet. With the acquisition of Solcius in April 2021, the Company has finance lease ROU assets and finance lease liabilities, which are presented appropriately in the condensed consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating and finance lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and the Company recognizes such lease payments on a straight-line basis over the lease term. Stock-Based Compensation The Company periodically issues stock options and restricted stock units (“RSU”) to employees and non-employees. The Company accounts for stock option and RSU grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and RSU grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. Basic and Diluted Net (Loss) per Share Calculations (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 common shareholders by the weighted-average number of common shares 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 common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options and RSUs were not used in the calculation of the net loss per share. A net loss causes all outstanding common stock options and unvested RSUs 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, 2021 and 2020, respectively. As of June 30, 2021, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 329,914 stock options and 287,500 unvested RSUs. As of June 30, 2020, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 128,411 Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method, if their effect would be dilutive. Business Combinations and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company retains a valuation consulting firm to test for goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of an asset exceeds its fair value and may not be recoverable. Early in 2020, as a result of the events and circumstances resulting from the COVID-19 pandemic, the Company’s outlook for revenue, profitability and cash flow had deteriorated. Therefore, the Company performed a quantitative assessment of goodwill at March 31, 2020. It was determined that the carrying value of goodwill exceeded its fair value at March 31, 2020. As a result, the Company recorded an impairment of $ 4,000 . In accordance with the Company’s policies, the Company performed a quantitative assessment of goodwill at December 31, 2020 and no impairment was found. Fair Value of Financial Instruments Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2021, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities. We account for financial instruments measured as fair value on a recurring basis under ASC Topic 820. ASC Topic 820 defines fair value and established a framework for measuring fair value in accordance with GAAP and also expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. New Accounting Pronouncements Management reviewed currently issued pronouncements during the six months ended June 30, 2021, and believes that any other recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying condensed consolidated financial statements. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | 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 Purchase Price Allocation Under the purchase method of accounting, the transaction was valued for accounting purposes at $ 52,111 15,600 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 139 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 34,908 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 19,921 Goodwill 32,190 Net assets acquired $ 52,111 During the three and six months ended June 30, 2021, we recorded total transaction costs related to the Acquisition of $ 40 750, respectively We will continue to conduct assessments of the net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. We expect that it may take into late 2021 until all post-closing assessments and adjustments are finalized. Pro Forma Information The results of operations for the Acquisition since the April 8, 2021 closing date have been included in our June 30, 2021 condensed consolidated financial statements and include approximately $ 22,812 750 SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Revenue, net $ 33,532 $ 30,775 $ 64,344 $ 69,578 Net Loss $ (282 ) $ (2,424 ) $ (4,414 ) $ (11,225 ) |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 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, 2021 and 2020: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Commercial $ 6,221 $ 5,152 $ 9,216 $ 9,762 Public Works 940 2,717 2,584 6,695 Residential 24,930 1,801 26,460 5,574 Total $ 32,091 $ 9,670 $ 38,260 $ 22,031 Contract assets represent revenue recognized in excess of amounts invoiced on contracts in progress. Contract liabilities represent billings in excess of revenue recognized on contracts in progress. At June 30, 2021 and December 31, 2020, the contract asset balances were $ 9,824 and $ 2,397 , and the contract liability balances were $ 12,911 and $ 6,260 , respectively. During the three and six months ended June 30, 2021, the Company recognized revenue of approximately $ 2,335 3,846 6,260 |
OPERATING SEGMENTS
OPERATING SEGMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENTS | 5. OPERATING SEGMENTS The acquisition of Solcius was completed in April 2021. Solcius is a separate segment for management reporting purposes. Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the three months ended June 30, 2021. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT For the Three Months Ended June 30, 2021 Solcius Sunworks Total Net revenue $ 22,812 $ 9,279 $ 32,091 Cost of sales 9,745 7,208 16,953 Gross profit 13,067 2,071 15,138 Operating expenses Selling & marketing 8,861 1,304 10,165 General & administrative 3,531 3,207 6,738 Segment contribution (loss) 675 (2,440 ) (1,765 ) Stock-based compensation 967 146 1,113 Depreciation and amortization 1,870 35 1,905 Operating income (loss) $ (2,162 ) $ (2,621 ) $ (4,783 ) 1 2 3 For the Six Months Ended June 30, 2021 Solcius Sunworks Total Net revenue $ 22,812 $ 15,448 $ 38,260 Cost of sales 9,745 13,286 23,031 Gross profit 13,067 2,162 15,229 Operating expenses Selling & marketing 8,861 2,535 11,396 General & administrative 3,531 6,659 10,190 Segment contribution (loss) 675 (7,032 ) (6,357 ) Stock-based compensation 967 297 1,264 Depreciation and amortization 1,870 100 1,970 Operating income (loss) $ (2,162 ) $ (7,429 ) $ (9,591 ) |
RIGHT-OF-USE OPERATING LEASES
RIGHT-OF-USE OPERATING LEASES | 6 Months Ended |
Jun. 30, 2021 | |
Right-of-use Operating Leases | |
RIGHT-OF-USE OPERATING LEASES | 6. RIGHT-OF-USE OPERATING LEASES The Company has ROU operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 year to 6 years, some of which include options to extend. The Company’s operating lease expense for the three and six months ended June 30, 2021 amounted to $ 444 and $ 758 , respectively. Operating lease payments, which reduced operating cash flows for the three and six months ended June 30, 2021 amounted to $ 444 and $ 758, respectively. The difference between the ROU asset amortization of $ 484 and the associated lease expense of $ 758 consists of early cancellation of a facility lease obligation, new facility leases, 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, 2021 (in thousands) Operating lease right-of-use assets $ 2,479 Operating lease liabilities—short term 860 Operating lease liabilities—long term 1,619 Total operating lease liabilities $ 2,479 As of June 30, 2021, the weighted average remaining lease term was 2.46 years and the weighted average discount rate for the Company’s leases was 3.9% . Minimum payments for the operating leases are as follows: SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES Operating Leases (in thousands) Remainder of 2021 $ 565 2022 716 2023 478 2024 312 2025 294 Thereafter 269 Total lease payments $ 2,634 Less: imputed interest 155 Total $ 2,479 |
RIGHT-OF-USE FINANCE LEASES
RIGHT-OF-USE FINANCE LEASES | 6 Months Ended |
Jun. 30, 2021 | |
Right-of-use Finance Leases | |
RIGHT-OF-USE FINANCE LEASES | 7. RIGHT-OF-USE FINANCE LEASES The Company has finance leases for vehicles. The Company’s finance leases have remaining lease terms of 1 4 Supplemental balance sheet information related to finance leases is as follows: SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION June 30, 2021 (in thousands) Finance lease right-of-use asset cost $ 1,280 Finance lease right-of-use accumulated amortization (138 ) Finance lease right of use asset, net $ 1,142 Finance lease obligation—short term $ 415 Finance lease obligation—long term 409 Total finance lease obligation $ 824 As of June 30, 2021, the weighted average remaining lease term was 2.05 years and the weighted average discount rate for the Company’s leases was 4.9% . Minimum finance lease payments for the remaining lease terms are as follows: SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES June 30, 2021 (in thousands) Remainder of 2021 $ 268 2022 360 2023 179 2024 43 2025 16 Thereafter - Total lease payments $ 866 Less: imputed interest 42 Total $ 824 |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE | 8. 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. |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
CAPITAL STOCK | 9. CAPITAL STOCK Common Stock On January 27, 2021, the Company filed a Registration Statement on Form S-3 (File No. 333-252475) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). The 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 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, registered under the Securities Act, pursuant to the Registration Statement filed on Form S-3. Sales of shares pursuant to the Roth Sales Agreement are deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act. The Agent RCP has agreed to act as sales agent and use commercially reasonable efforts to sell on the Company’s behalf all of the shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent RCP and the Company. 3,212,486 49,937 15.54 48,858 15.21 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 10. STOCK-BASED COMPENSATION Options As of June 30, 2021, the Company has non-qualified stock options outstanding to purchase 329,914 five 2.10 21.70 On April 12, 2021, subject to the 2016 Plan, the Company granted eight members of Solcius management incentive stock options for a total of 260,000 shares of common stock. The entire 260,000 options vest on April 8, 2022, the one-year anniversary date of the Solcius acquisition. The exercise price of each option share is $ 12.15 , the closing price of Sunworks stock on April 12, 2021. The Company determined the fair market value of these options at $ 10.30 per share by using the Black Scholes option valuation model. The annualized volatility is 126.0 percent with an annual risk-free interest rate of 1.69 percent. The options mature and expire in five years from date of grant. SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY June 30, 2021 Number Weighted average of Options exercise price Outstanding, beginning December 31, 2020 88,441 $ 11.02 Granted 260,000 $ 12.15 Exercised - - Forfeited (6,385 ) $ 6.14 Expired (12,142 ) $ 18.76 Outstanding at the end of June 30, 2021 329,914 $ 11.72 Exercisable at the end of June 30, 2021 63,780 $ 10.83 During the three months ended June 30, 2021 and 2020, the Company charged a total of $ 738 23 During the six months ended June 30, 2021 and 2020, the Company charged a total of $ 7 50 and $ 58 , respectively, to operations to recognize stock-based compensation expense for stock options. RSU to CEO On January 11, 2021, subject to the Sunworks, Inc. 2016 Equity Incentive Plan, (the “2016 Plan”), the Company entered into a RSU grant agreement with its Chief Executive Officer, Gaylon Morris (the “January 2021 RSUGA”). All shares issuable under the January 2021 RSUGA are valued as of the grant date at $ 7.95 per share. The January 2021 RSUGA provides for the issuance of up to 210,000 shares of the Company’s common stock. The RSUs will vest as follows: 70,000 of the RSUs will vest on the one-year anniversary of the effective date, and the balance, or 140,000 RSUs will vest in 24 equal monthly installments commencing on the one-year anniversary of the effective date. During the three and six months ended June 30, 2021, stock-based compensation expense of $ 139 278, respectively, RSUs to Solcius Employees On April 12, 2021, subject to the 2016 Plan, the Company entered into RSU grant agreements with seven members of Solcius management (the “April 2021 RSUGAs”). All shares issuable under the April 2021 RSUGAs are valued as of the grant date at $ 12.15 per share. The April 2021 RSUGAs provide for the total combined issuance of up to 77,500 shares of the Company’s common stock. The entire 77,500 RSUs vest on April 8, 2022, the one-year anniversary of the Solcius acquisition. During the three months ended June 30, 2021, stock-based compensation expense of $ 236 was recognized for the April 2021 RSUGAs. The total combined option and RSU compensation expense recognized in the condensed consolidated statements of operations during the three months ended June 30, 2021 and 2020 was $ 1,113 and $ 23 , respectively. The total combined option and RSU compensation expense recognized in the condensed consolidated statements of operations during the six months ended June 30, 2021 and 2020 was $ 1,264 and $ 121 , respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS The Company rents a facility in Durham, California from Plan D Enterprises, Inc., an entity controlled by the Company’s President of Commercial Operations, for $ 9 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. 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 except as noted below: On October 12, 2020, a putative class complaint was filed by a purported stockholder of Sunworks regarding the contemplated but terminated merger among iSun, Inc. (formerly The Peck Company Holdings, Inc.), Peck Mercury, Inc. and Sunworks (the “Merger”). The complaint names, as defendants, each of the Sunworks’ Board of Directors (the “Directors”) and asserts that the Directors breached their fiduciary duties. The plaintiff alleges that the consideration to be received by stockholders of Sunworks was inadequate and that the Registration Statement on Form S-4 contained materially incomplete and misleading information regarding the proposed Merger. On November 24, 2020, the parties filed a joint stipulation to dismiss the action without prejudice with a reservation for plaintiff to seek attorneys’ fees and costs; the Court granted that stipulation and ordered the dismissal on November 25, 2020. On May 17, 2021, the Court granted a stipulation by the parties for plaintiff’s counsel to receive an award of $ 500 as a mootness fee which was promptly paid by the Company. The had been recorded as an accrued liability as of December 31, 2020. As part of the stipulation, the Company did not admit any liability or wrongdoing and the case was closed. There were seven other actions related to the same proposed transaction, all of which have been voluntarily dismissed by the respective plaintiffs. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Sunworks, Inc., and its wholly owned operating subsidiaries, Sunworks United, MD Energy, Plan B and Solcius. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year’s financial statements to conform to classifications used in the current year. Sales commissions, finders’ fees and financing fees paid to third parties have been reclassified from cost of goods sold to selling and marketing in the condensed consolidated statements of operations with no change in the previously reported net losses. Customer deposits have been reclassified and included in contract liabilities. |
Use of Estimates | Use of Estimates The preparation of 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 financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to assess the realizability of the Company’s goodwill, 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, operating and finance 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. |
Revenue Recognition | 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 EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer. The cost of materials or equipment will generally be excluded from our recognition of profit, unless specifically produced or manufactured for a project, because such costs are not considered to be a measure of progress. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss in the period it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts which require the revision become known. We use an input method based on costs incurred as we believe that this method most accurately reflects our progress toward satisfaction of the performance obligation. Under this method, revenue arising from fixed-price construction contracts is recognized as work is performed based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligations. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Contract assets represent revenue recognized in excess of amounts invoiced to customers on contracts in progress together with commissions paid to third-party sales partners prior to revenue being recognized on residential projects. Contract liabilities represent amounts invoiced to and deposits paid by customers in excess of revenue recognized on contracts in progress. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $ 262 392 The Company performs ongoing credit evaluation of its customers. Management monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, age of receivables and other information, and records bad debts using the allowance method. Accounts receivable are presented net of an allowance for doubtful accounts at June 30, 2021 of $ 295 and at December 31, 2020 of $ 253 . During the three months ended June 30, 2021, $ 134 of uncollectible accounts receivable was written off against the allowance for doubtful accounts. Additionally, during the three months ended June 30, 2021, $ 183 was recorded as bad debt expense compared to $ 158 in the prior year period. During the six months ended June 30, 2021 and 2020, $ 188 and $ 280, respectively, was recorded as bad debt expense. |
Inventory | Inventory Inventory is valued at lower of cost or net realizable value determined by the first-in, first-out method. Inventory primarily consists of panels, inverters, and mounting racks and other materials. The Company reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when property and equipment are put into service and are depreciated using the straight-line method over the property and equipment’s estimated useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery & equipment 3 7 Office equipment & fixtures 5 7 Computers & software 3 5 Vehicles & trailers 3 7 Leaseholder improvements 3 5 |
Intangible Assets | Intangible Assets The Company’s intangible assets at June 30, 2021 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization periods Cost Accumulated amortization Net carrying value Trademarks 10 $ 5,200 $ (130 ) $ 5,070 Backlog of projects 9 2,000 (667 ) 1,333 Covenant not-to-compete 3 2,400 (200 ) 2,200 Software (included in property and equipment) 3 3,400 (283 ) 3,117 Dealer relationships 18 2,600 (433 ) 2,167 $ 15,600 $ (1,713 ) $ 13,887 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, 2021 was as follows: SCHEDULE OF AMORTIZATION EXPENSES For the For the Three Months Ended Six Months Ended June 30, 2021 June 30, 2021 Trademarks $ 130 $ 130 Backlog of projects 667 667 Covenant not-to-compete 200 200 Software 283 283 Dealer relationships 433 433 $ 1,713 $ 1,713 Estimated future amortization expense for the Company’s intangible assets as June 30, 2021 is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE 2021 Years ending December 31, Remainder of 2021 $ 3,427 2022 $ 3,753 2023 $ 2,453 2024 $ 1,004 2025 $ 520 Thereafter $ 2,730 Depreciation and amortization expense for the three months ended June 30, 2021 and 2020 was $ 1,905 and $ 83 , respectively. Depreciation and amortization expense for the six months ended June 30, 2021 and 2020 was $ 1,970 and $ 164 , respectively. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included in the condensed consolidated balance sheet. With the acquisition of Solcius in April 2021, the Company has finance lease ROU assets and finance lease liabilities, which are presented appropriately in the condensed consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating and finance lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and the Company recognizes such lease payments on a straight-line basis over the lease term. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and restricted stock units (“RSU”) to employees and non-employees. The Company accounts for stock option and RSU grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and RSU grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. |
Basic and Diluted Net (Loss) per Share Calculations | Basic and Diluted Net (Loss) per Share Calculations (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 common shareholders by the weighted-average number of common shares 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 common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options and RSUs were not used in the calculation of the net loss per share. A net loss causes all outstanding common stock options and unvested RSUs 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, 2021 and 2020, respectively. As of June 30, 2021, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 329,914 stock options and 287,500 unvested RSUs. As of June 30, 2020, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 128,411 Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method, if their effect would be dilutive. |
Business Combinations and Goodwill | Business Combinations and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company retains a valuation consulting firm to test for goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of an asset exceeds its fair value and may not be recoverable. Early in 2020, as a result of the events and circumstances resulting from the COVID-19 pandemic, the Company’s outlook for revenue, profitability and cash flow had deteriorated. Therefore, the Company performed a quantitative assessment of goodwill at March 31, 2020. It was determined that the carrying value of goodwill exceeded its fair value at March 31, 2020. As a result, the Company recorded an impairment of $ 4,000 . In accordance with the Company’s policies, the Company performed a quantitative assessment of goodwill at December 31, 2020 and no impairment was found. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2021, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities. We account for financial instruments measured as fair value on a recurring basis under ASC Topic 820. ASC Topic 820 defines fair value and established a framework for measuring fair value in accordance with GAAP and also expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
New Accounting Pronouncements | New Accounting Pronouncements Management reviewed currently issued pronouncements during the six months ended June 30, 2021, and believes that any other recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES | Property and equipment are stated at cost. Depreciation for property and equipment commences when property and equipment are put into service and are depreciated using the straight-line method over the property and equipment’s estimated useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery & equipment 3 7 Office equipment & fixtures 5 7 Computers & software 3 5 Vehicles & trailers 3 7 Leaseholder improvements 3 5 |
SCHEDULE OF INTANGIBLE ASSETS | The Company’s intangible assets at June 30, 2021 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization periods Cost Accumulated amortization Net carrying value Trademarks 10 $ 5,200 $ (130 ) $ 5,070 Backlog of projects 9 2,000 (667 ) 1,333 Covenant not-to-compete 3 2,400 (200 ) 2,200 Software (included in property and equipment) 3 3,400 (283 ) 3,117 Dealer relationships 18 2,600 (433 ) 2,167 $ 15,600 $ (1,713 ) $ 13,887 |
SCHEDULE OF AMORTIZATION EXPENSES | Amortization expenses for intangible assets for the three and six months ended June 30, 2021 was as follows: SCHEDULE OF AMORTIZATION EXPENSES For the For the Three Months Ended Six Months Ended June 30, 2021 June 30, 2021 Trademarks $ 130 $ 130 Backlog of projects 667 667 Covenant not-to-compete 200 200 Software 283 283 Dealer relationships 433 433 $ 1,713 $ 1,713 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE | Estimated future amortization expense for the Company’s intangible assets as June 30, 2021 is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE 2021 Years ending December 31, Remainder of 2021 $ 3,427 2022 $ 3,753 2023 $ 2,453 2024 $ 1,004 2025 $ 520 Thereafter $ 2,730 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED | 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 139 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 34,908 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 19,921 Goodwill 32,190 Net assets acquired $ 52,111 |
SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS | SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Revenue, net $ 33,532 $ 30,775 $ 64,344 $ 69,578 Net Loss $ (282 ) $ (2,424 ) $ (4,414 ) $ (11,225 ) |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table represents a disaggregation of revenue by customer type from contracts with customers for the three and six months ended June 30, 2021 and 2020: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Commercial $ 6,221 $ 5,152 $ 9,216 $ 9,762 Public Works 940 2,717 2,584 6,695 Residential 24,930 1,801 26,460 5,574 Total $ 32,091 $ 9,670 $ 38,260 $ 22,031 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT | The acquisition of Solcius was completed in April 2021. Solcius is a separate segment for management reporting purposes. Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the three months ended June 30, 2021. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT For the Three Months Ended June 30, 2021 Solcius Sunworks Total Net revenue $ 22,812 $ 9,279 $ 32,091 Cost of sales 9,745 7,208 16,953 Gross profit 13,067 2,071 15,138 Operating expenses Selling & marketing 8,861 1,304 10,165 General & administrative 3,531 3,207 6,738 Segment contribution (loss) 675 (2,440 ) (1,765 ) Stock-based compensation 967 146 1,113 Depreciation and amortization 1,870 35 1,905 Operating income (loss) $ (2,162 ) $ (2,621 ) $ (4,783 ) 1 2 3 For the Six Months Ended June 30, 2021 Solcius Sunworks Total Net revenue $ 22,812 $ 15,448 $ 38,260 Cost of sales 9,745 13,286 23,031 Gross profit 13,067 2,162 15,229 Operating expenses Selling & marketing 8,861 2,535 11,396 General & administrative 3,531 6,659 10,190 Segment contribution (loss) 675 (7,032 ) (6,357 ) Stock-based compensation 967 297 1,264 Depreciation and amortization 1,870 100 1,970 Operating income (loss) $ (2,162 ) $ (7,429 ) $ (9,591 ) |
RIGHT-OF-USE OPERATING LEASES (
RIGHT-OF-USE OPERATING LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Right-of-use Operating Leases | |
SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION | Supplemental balance sheet information related to leases is as follows: SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION June 30, 2021 (in thousands) Operating lease right-of-use assets $ 2,479 Operating lease liabilities—short term 860 Operating lease liabilities—long term 1,619 Total operating lease liabilities $ 2,479 |
SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES | Minimum payments for the operating leases are as follows: SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES Operating Leases (in thousands) Remainder of 2021 $ 565 2022 716 2023 478 2024 312 2025 294 Thereafter 269 Total lease payments $ 2,634 Less: imputed interest 155 Total $ 2,479 |
RIGHT-OF-USE FINANCE LEASES (Ta
RIGHT-OF-USE FINANCE LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Right-of-use Finance Leases | |
SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION | Supplemental balance sheet information related to finance leases is as follows: SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION June 30, 2021 (in thousands) Finance lease right-of-use asset cost $ 1,280 Finance lease right-of-use accumulated amortization (138 ) Finance lease right of use asset, net $ 1,142 Finance lease obligation—short term $ 415 Finance lease obligation—long term 409 Total finance lease obligation $ 824 |
SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES | Minimum finance lease payments for the remaining lease terms are as follows: SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES June 30, 2021 (in thousands) Remainder of 2021 $ 268 2022 360 2023 179 2024 43 2025 16 Thereafter - Total lease payments $ 866 Less: imputed interest 42 Total $ 824 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY | SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY June 30, 2021 Number Weighted average of Options exercise price Outstanding, beginning December 31, 2020 88,441 $ 11.02 Granted 260,000 $ 12.15 Exercised - - Forfeited (6,385 ) $ 6.14 Expired (12,142 ) $ 18.76 Outstanding at the end of June 30, 2021 329,914 $ 11.72 Exercisable at the end of June 30, 2021 63,780 $ 10.83 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) | Apr. 08, 2021USD ($) |
Solcius [Member] | Purchase Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Cash payment to acquire business | $ 51,750 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 7 years |
Office Equipment & Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 5 years |
Office Equipment & Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 7 years |
Computer & Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 3 years |
Computer & Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 5 years |
Vehicles & Trailers [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 3 years |
Vehicles & Trailers [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 7 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 3 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 5 years |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 15,600 |
Accumulated amortization | (1,713) |
Net carrying value | $ 13,887 |
Trademarks [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization period | 10 years |
Cost | $ 5,200 |
Accumulated amortization | (130) |
Net carrying value | $ 5,070 |
Backlog of Projects [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization period | 9 months |
Cost | $ 2,000 |
Accumulated amortization | (667) |
Net carrying value | $ 1,333 |
Covenant Not-to-Compete [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization period | 3 years |
Cost | $ 2,400 |
Accumulated amortization | (200) |
Net carrying value | $ 2,200 |
Software Development [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization period | 3 years |
Cost | $ 3,400 |
Accumulated amortization | (283) |
Net carrying value | $ 3,117 |
Dealer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization period | 18 months |
Cost | $ 2,600 |
Accumulated amortization | (433) |
Net carrying value | $ 2,167 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 1,713 | $ 1,713 |
Trademarks [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 130 | 130 |
Backlog of Projects [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 667 | 667 |
Covenant Not-to-Compete [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 200 | 200 |
Software Development [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 283 | 283 |
Dealer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 433 | $ 433 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Accounting Policies [Abstract] | |
Remainder of 2021 | $ 3,427 |
2022 | 3,753 |
2023 | 2,453 |
2024 | 1,004 |
2025 | 520 |
Thereafter | $ 2,730 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivable, net | $ 8,383 | $ 8,383 | $ 2,890 | ||
Accounts Receivable, after Allowance for Credit Loss | 295 | 295 | 253 | ||
[custom:UncollectibleAccountsReceivable-0] | 134 | 134 | |||
Accounts Receivable, Credit Loss Expense (Reversal) | 183 | $ 158 | 188 | $ 280 | |
Depreciation, Depletion and Amortization, Nonproduction | 1,905 | 83 | 1,970 | 164 | |
Goodwill, Impairment Loss | $ 4,000 | ||||
Equity Option [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 329,914 | 128,411 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 287,500 | ||||
Trade Accounts Receivable [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivable, net | $ 262 | $ 262 | $ 392 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED (Details) - USD ($) $ in Thousands | Apr. 08, 2021 | Jun. 30, 2021 | Apr. 18, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 37,654 | $ 5,464 | ||
Solcius Holdings, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
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 | 139 | |||
Deposits | 91 | |||
Operating lease right-of-use asset | 1,885 | |||
Finance lease right-of-use assets | 1,200 | |||
Other intangible assets | 15,600 | |||
Intangible assets acquired | 34,908 | $ 15,600 | ||
Accounts payable and accrued liabilities | (6,957) | |||
Contract liabilities | (5,273) | |||
Operating and capital lease liabilities | (2,757) | |||
Liabilities assumed | (14,987) | |||
Net assets acquired | 19,921 | |||
Goodwill | 32,190 | |||
Total purchase price | $ 52,111 |
SCHEDULE OF BUSINESS ACQUISIT_2
SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS (Details) - Solcius Holdings, LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Revenue, net | $ 33,532 | $ 30,775 | $ 64,344 | $ 69,578 |
Net Loss | $ (282) | $ (2,424) | $ (4,414) | $ (11,225) |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) $ in Thousands | Apr. 08, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Apr. 18, 2021 |
Business Acquisition [Line Items] | ||||||
Net revenue | $ 32,091 | $ 9,670 | $ 38,260 | $ 22,031 | ||
Solcius [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Net revenue | 22,812 | 22,812 | ||||
Solcius Holdings, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 51,750 | |||||
Business Combination, Consideration Transferred | 52,111 | |||||
Intangible assets acquired | $ 34,908 | $ 15,600 | ||||
Transaction costs | $ 40 | 750 | ||||
Proforma | $ 750 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 32,091 | $ 9,670 | $ 38,260 | $ 22,031 |
Commercial [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 6,221 | 5,152 | 9,216 | 9,762 |
Public Works [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 940 | 2,717 | 2,584 | 6,695 |
Residential [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 24,930 | $ 1,801 | $ 26,460 | $ 5,574 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Contract with Customer, Asset, after Allowance for Credit Loss | $ 9,824 | $ 9,824 | $ 2,397 |
Contract with Customer, Liability, Current | 12,911 | 12,911 | $ 6,260 |
Revenu recognized | 2,335 | 3,846 | |
Contract liabilities | $ 6,260 | $ 6,260 |
SCHEDULE OF SEGMENT REPORTING I
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 32,091 | $ 9,670 | $ 38,260 | $ 22,031 |
Cost of sales | 16,953 | 7,263 | 23,031 | 17,798 |
Gross profit | 15,138 | 2,407 | 15,229 | 4,233 |
Selling & marketing | 10,165 | 1,268 | 11,396 | 2,795 |
General & administrative | 6,738 | 2,365 | 10,190 | 4,974 |
Segment contribution (loss) | (1,765) | (6,357) | ||
Stock-based compensation | 1,113 | 23 | 1,264 | 121 |
Depreciation and amortization | 1,905 | 83 | 1,970 | 164 |
Operating income (loss) | (4,783) | $ (1,332) | (9,591) | $ (7,821) |
Solcius [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 22,812 | 22,812 | ||
Cost of sales | 9,745 | 9,745 | ||
Gross profit | 13,067 | 13,067 | ||
Selling & marketing | 8,861 | 8,861 | ||
General & administrative | 3,531 | 3,531 | ||
Segment contribution (loss) | 675 | 675 | ||
Stock-based compensation | 967 | 967 | ||
Depreciation and amortization | 1,870 | 1,870 | ||
Operating income (loss) | (2,162) | (2,162) | ||
Sunworks [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 9,279 | 15,448 | ||
Cost of sales | 7,208 | 13,286 | ||
Gross profit | 2,071 | 2,162 | ||
Selling & marketing | 1,304 | 2,535 | ||
General & administrative | 3,207 | 6,659 | ||
Segment contribution (loss) | (2,440) | (7,032) | ||
Stock-based compensation | 146 | 297 | ||
Depreciation and amortization | 35 | 100 | ||
Operating income (loss) | $ (2,621) | $ (7,429) |
SCHEDULE OF OPERATING LEASES SU
SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Right-of-use Operating Leases | ||
Operating lease right-of-use assets | $ 2,479 | $ 694 |
Operating lease liabilities—short term | 860 | 649 |
Operating lease liabilities—long term | 1,619 | $ 45 |
Total operating lease liabilities | $ 2,479 |
SCHEDULE OF MATURITIES FOR OPER
SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Right-of-use Operating Leases | |
Remainder of 2021 | $ 565 |
2022 | 716 |
2023 | 478 |
2024 | 312 |
2025 | 294 |
Thereafter | 269 |
Total lease payments | 2,634 |
Less: imputed interest | 155 |
Total | $ 2,479 |
RIGHT-OF-USE OPERATING LEASES_2
RIGHT-OF-USE OPERATING LEASES (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Operating Lease, Expense | $ 444 | $ 758 |
Operating Lease, Payments | $ 444 | 758 |
[custom:OperatingLeaseDifferenceOfRightOfUseAssetAmortizationExpenses] | $ 484 | |
Operating Lease, Weighted Average Remaining Lease Term | 2 years 5 months 15 days | 2 years 5 months 15 days |
Operating Lease, Weighted Average Discount Rate, Percent | 3.90% | 3.90% |
Addition to Basic Operating Lease [Member] | ||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Operating Lease, Expense | $ 758 | |
Minimum [Member] | ||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 1 year | 1 year |
Maximum [Member] | ||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 6 years | 6 years |
SCHEDULE OF FINANCE LEASES SUPP
SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Right-of-use Finance Leases | ||
Finance lease right-of-use asset cost | $ 1,280 | |
Finance lease right-of-use accumulated amortization | (138) | |
Finance lease right of use asset, net | 1,142 | |
Finance lease obligation—short term | 415 | |
Finance lease obligation—long term | 409 | |
Total finance lease obligation | $ 824 |
SCHEDULE OF MATURITIES FOR FINA
SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Right-of-use Finance Leases | |
Remainder of 2021 | $ 268 |
2022 | 360 |
2023 | 179 |
2024 | 43 |
2025 | 16 |
Thereafter | |
Total lease payments | 866 |
Less: imputed interest | 42 |
Total | $ 824 |
RIGHT-OF-USE FINANCE LEASES (De
RIGHT-OF-USE FINANCE LEASES (Details Narrative) | Jun. 30, 2021 |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |
Finance Lease, Weighted Average Remaining Lease Term | 2 years 18 days |
Finance Lease, Weighted Average Discount Rate, Percent | 4.90% |
Minimum [Member] | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |
Finance lease, remaining lease term | 1 year |
Maximum [Member] | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |
Finance lease, remaining lease term | 4 years |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE (Details Narrative) - Paycheck Protection Program Loan [Member] - USD ($) $ in Thousands | Apr. 28, 2020 | Apr. 28, 2020 |
Principal Forgiveness [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Debt Instrument, Decrease, Forgiveness | $ 2,847 | |
Accrued Interest Forgiveness [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Debt Instrument, Decrease, Forgiveness | $ 34 | |
Sunworks United, Inc [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from Loan Originations | $ 2,847 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 27, 2021 | Feb. 23, 2021 | Feb. 10, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate sale value of common stock | $ 100,000 | ||
Roth Sales Agreement [Member] | Placement Shares [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of shares of common stock | 3,212,486 | ||
Proceeds from private placement | $ 49,937 | ||
Sale of stock, price per share | $ 15.54 | ||
Net proceeds after issuance cost | $ 48,858 | ||
Sale of stock price per share, after issuance cost | $ 15.21 |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Options, Outstanding, beginning | shares | 88,441 |
Weighted Average Exercise Price, Outstanding, beginning | $ / shares | $ 11.02 |
Number of Options, Granted | shares | 260,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 12.15 |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Options, Forfeited | shares | (6,385) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 6.14 |
Number of Options, Expired | shares | (12,142) |
Weighted Average Exercise Price, Expired | $ / shares | $ 18.76 |
Number of Options, Outstanding, end | shares | 329,914 |
Weighted Average Exercise Price, Outstanding, end | $ / shares | $ 11.72 |
Number of Options, Exercisable at the end | shares | 63,780 |
Weighted Average Exercise Price, Exercisable at the end | $ / shares | $ 10.83 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 12, 2021 | Apr. 08, 2021 | Jan. 11, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of non-qualified stock options outstanding to purchase shares of common stock | 329,914 | 329,914 | 88,441 | |||||
Exercise price per share | $ 11.72 | $ 11.72 | $ 11.02 | |||||
Share-based compensation | $ 1,113 | $ 23 | $ 1,264 | $ 121 | ||||
Restricted Stock Grant Agreement [Member] | January 2021 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation | 139 | $ 278 | ||||||
Restricted Stock Grant Agreement [Member] | April 2021 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation | $ 236 | |||||||
Gaylon Morris [Member] | Restricted Stock Grant Agreement [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price per share | $ 7.95 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The January 2021 RSUGA provides for the issuance of up to | |||||||
2016 Plan [Member] | Eight Members [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price per share | $ 12.15 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 260,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 260,000 | |||||||
Share Price | $ 10.30 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 126.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.69% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||
2016 Plan [Member] | Seven Members of Solcius [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price per share | $ 12.15 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The April 2021 RSUGAs provide for the total combined issuance of up to | |||||||
Maximum [Member] | Gaylon Morris [Member] | Restricted Stock Grant Agreement [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 210,000 | |||||||
Maximum [Member] | 2016 Plan [Member] | Seven Members of Solcius [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 77,500 | |||||||
Share-based Payment Arrangement, Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of non-qualified stock options outstanding to purchase shares of common stock | 329,914 | 329,914 | ||||||
Stock options vest at various time and exercisable period | 5 years | |||||||
Share-based compensation | $ 738 | $ 23 | $ 7 | $ 58 | ||||
Share-based Payment Arrangement, Option [Member] | Minimum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price per share | $ 2.10 | $ 2.10 | ||||||
Share-based Payment Arrangement, Option [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price per share | $ 21.70 | $ 21.70 | ||||||
One Year Anniversary [Member] | Gaylon Morris [Member] | Restricted Stock Grant Agreement [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 70,000 | |||||||
One Year Anniversary [Member] | 2016 Plan [Member] | Seven Members of Solcius [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 77,500 | |||||||
24 Equal Monthly Installments [Member] | Gaylon Morris [Member] | Restricted Stock Grant Agreement [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 140,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Facility [Member] | Plan D Enterprises, Inc [Member] | President [Member] | |
Lessor, Lease, Description [Line Items] | |
Rent paid to related party | $ 9 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands | 1 Months Ended |
May 17, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Loss Contingency, Damages Awarded, Value | $ 500 |