Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
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 | 1555 Freedom Boulevard | |
Entity Address, City or Town | Provo | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84604 | |
City Area Code | (385) | |
Local Phone Number | 497-6955 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | SUNW | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,083,599 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 11,219 | $ 38,991 |
Restricted cash | 348 | 348 |
Accounts receivable, net | 5,561 | 2,890 |
Inventory | 10,712 | 1,179 |
Contract assets | 12,418 | 2,397 |
Other current assets | 3,816 | 137 |
Total Current Assets | 44,074 | 45,942 |
Property and equipment, net | 3,415 | 198 |
Finance lease right-of-use assets, net | 1,223 | |
Operating lease right-of-use assets | 2,446 | 694 |
Deposits | 135 | 47 |
Intangible assets, net | 9,340 | |
Goodwill | 37,654 | 5,464 |
Total Assets | 98,287 | 52,345 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 9,610 | 7,356 |
Contract liabilities | 11,883 | 6,260 |
Finance lease liability, current portion | 452 | |
Operating lease liability, current portion | 918 | 649 |
Paycheck Protection Program loan payable, current portion | 787 | |
Total Current Liabilities | 22,863 | 15,052 |
Long-Term Liabilities: | ||
Finance lease liability, net of current portion | 430 | |
Operating lease liability, net of current portion | 1,528 | 45 |
Paycheck Protection Program loan payable, net of current portion | 2,060 | |
Warranty liability | 1,221 | 1,131 |
Total Long-Term Liabilities | 3,179 | 3,236 |
Total Liabilities | 26,042 | 18,288 |
Commitments and contingencies | ||
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; 27,049,274 and 23,835,258 shares issued and outstanding, at September 30, 2021 and December 31, 2020, respectively | 27 | 24 |
Additional paid-in capital | 173,993 | 122,668 |
Accumulated deficit | (101,775) | (88,635) |
Total Shareholders’ Equity | 72,245 | 34,057 |
Total Liabilities and Shareholders’ Equity | $ 98,287 | $ 52,345 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 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 | 27,049,274 | 23,835,258 |
Common stock, shares outstanding | 27,049,274 | 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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 31,220 | $ 7,304 | $ 69,480 | $ 29,335 |
Cost of Goods Sold | 16,804 | 5,670 | 39,836 | 23,468 |
Gross Profit | 14,416 | 1,634 | 29,644 | 5,867 |
Operating Expenses: | ||||
Selling and marketing | 10,072 | 1,069 | 21,468 | 3,864 |
General and administrative | 7,663 | 3,161 | 17,853 | 8,135 |
Goodwill impairment | 4,000 | |||
Stock-based compensation | 1,206 | 16 | 2,470 | 137 |
Depreciation and amortization | 1,930 | 82 | 3,900 | 246 |
Total Operating Expenses | 20,871 | 4,328 | 45,691 | 16,382 |
Operating Loss | (6,455) | (2,694) | (16,047) | (10,515) |
Other Income (Expense) | ||||
Other income, net | 5 | 1 | 2,896 | 11 |
Interest expense | (10) | (159) | (40) | (555) |
Gain on disposal of property and equipment | 51 | |||
Total Other Income (Expense), net | (5) | (158) | 2,907 | (544) |
Loss before Income Taxes | (6,460) | (2,852) | (13,140) | (11,059) |
Income Tax Expense | ||||
Net Loss | $ (6,460) | $ (2,852) | $ (13,140) | $ (11,059) |
LOSS PER SHARE: | ||||
Basic | $ (0.24) | $ (0.17) | $ (0.50) | $ (0.75) |
Diluted | $ (0.24) | $ (0.17) | $ (0.50) | $ (0.75) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic | 27,047,960 | 16,628,992 | 26,449,743 | 14,813,944 |
Diluted | 27,047,960 | 16,628,992 | 26,449,743 | 14,813,944 |
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 | ||
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 | |||
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, shares | 9,817,343 | |||
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 | (11,059) | |||
Ending balance, value at Sep. 30, 2020 | $ 17 | 88,995 | (83,755) | 5,257 |
Ending balance, shares at Sep. 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 | |||
Stock-based compensation for options | 16 | 16 | ||
Net loss | (2,852) | (2,852) | ||
Ending balance, value at Sep. 30, 2020 | $ 17 | 88,995 | (83,755) | 5,257 |
Ending balance, shares at Sep. 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, 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 | |||
Issuance of common stock for cashless exercise of options, shares | 2,218 | |||
Net loss | $ (13,140) | |||
Ending balance, value at Sep. 30, 2021 | $ 27 | 173,993 | (101,775) | 72,245 |
Ending balance, shares at Sep. 30, 2021 | 27,049,274 | |||
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 | |||
Stock-based compensation for options | 1,206 | 1,206 | ||
Issuance of common stock for cashless exercise of options | ||||
Issuance of common stock for cashless exercise of options, shares | 1,530,000 | |||
Net loss | (6,460) | (6,460) | ||
Ending balance, value at Sep. 30, 2021 | $ 27 | $ 173,993 | $ (101,775) | $ 72,245 |
Ending balance, shares at Sep. 30, 2021 | 27,049,274 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (6,460) | $ (2,852) | $ (13,140) | $ (11,059) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation and amortization | 1,930 | 82 | 3,900 | 246 |
Amortization of right-of-use assets | 762 | 570 | ||
Gain on sale of equipment | (51) | |||
Paycheck Protection Program loan forgiveness | (2,881) | |||
Stock-based compensation | 1,206 | 16 | 2,470 | 137 |
Goodwill impairment | 4,000 | |||
Amortization of debt issuance costs | 217 | |||
Bad debt expense | 74 | 0 | 255 | 280 |
Changes in Operating Assets and Liabilities, net of acquisition | ||||
Accounts receivable | (1,197) | 3,432 | ||
Inventory | (5,700) | 1,386 | ||
Deposits and other current assets | (2,073) | 154 | ||
Contract assets | (2,685) | 903 | ||
Accounts payable and accrued liabilities | (4,669) | (5,142) | ||
Contract liabilities | 350 | (1,892) | ||
Warranty liability | 90 | 70 | ||
Operating lease liability | (762) | (570) | ||
NET CASH USED IN OPERATING ACTIVITIES | (25,331) | (7,268) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of Solcius LLC, net of cash acquired | (50,619) | |||
Purchase of property and equipment | (535) | (26) | ||
Proceeds from sale of equipment | 61 | |||
NET CASH USED IN INVESTING ACTIVITIES | (51,093) | (26) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Loans payable repayments | (337) | |||
Promissory note payable repayment | (1,500) | |||
Principal payments on finance lease liabilities | (206) | |||
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 | 48,652 | 8,746 | ||
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (27,772) | 1,452 | ||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH BEGINNING OF PERIOD | 39,339 | 3,539 | ||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | 11,567 | 4,991 | 11,567 | 4,991 |
Cash and cash equivalents | 11,219 | 4,643 | 11,219 | 4,643 |
Restricted cash | $ 348 | $ 348 | 348 | 348 |
CASH PAID FOR: | ||||
Interest | 40 | 204 | ||
Franchise and corporate excise taxes | 239 | |||
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||||
Increase in operating right-of-use assets and liabilities due to lease modification | 132 | |||
Right-of-use assets obtained in exchange for new finance lease liability | 252 | |||
Right-of-use assets obtained in exchange for new operating lease liability | $ 697 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 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 (the “Buyer”), acquired all of the issued and outstanding membership interests (the “Acquisition”) of Solcius, from Solcius Holdings, LLC (“Seller”). Located in Provo, Utah, Solcius is a full-service, residential solar systems provider. The transaction creates a national solar power provider with a presence in 14 states, including California, Oregon, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, Massachusetts, New Jersey, Hawaii and South Carolina. The Company believes the transaction enhances economies of scale, leading to better access to suppliers, vendors and financial partners, as well as marketing and customer acquisition opportunities. The 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 nine months ended September 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 | 9 Months Ended |
Sep. 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. For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection. We recognize revenue for systems operations and maintenance over the term of the service period. For EPC revenue, we commence recognizing performance revenue when work starts on the job and continue recognizing revenue over time as work is performed based on the ratio of costs incurred, excluding modules and components, compared to the total estimated non-materials costs at completion of the performance obligations. Judgment is required to evaluate assumptions including the amount of net contract revenue and the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If estimated total costs on any contract are greater than the net contract revenue, the Company recognizes the entire estimated loss in the period the loss becomes known. Changes in estimates for EPC services occur for a variety of reasons, including but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in the Company’s consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the three and nine months ended September 30, 2021 and 2020 as well as the number of projects that comprise such changes. For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $100, calculated on a quarterly basis during the periods, were presented. Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects. SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE (In thousands, except number of projects) September September September September Three Months Ended Nine Months Ended (In thousands, except number of projects) September September September September Increase in revenue from net changes in transaction prices $ - $ - $ 190 $ 200 Increase (decrease) in revenue from net changes in input cost estimates 1,307 83 985 369 Net increase in revenue from net changes in estimates $ 1,307 $ 83 $ 1,175 $ 569 Number of projects 4 3 6 7 Net change in estimate as a percentage of aggregate revenue for associated projects 17.3 % 1.1 % 11.3 % 5.2 % Contract Assets and Liabilities Contract assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain contractual milestones are met; (ii) direct costs, including commissions, labor related costs and permitting fees paid prior to recording revenue, and (iii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for larger construction contracts. Contract liabilities consist of deferred revenue, customer deposits and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Total contract assets and contract liabilities balances as of the respective dates are as follows: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES As of (In thousands) September 30, 2021 December 31, 2020 Contract Assets $ 12,418 $ 2,397 Contract Liabilities 11,883 6,260 During the three and nine months ended September 30, 2021, the Company recognized revenue of $ 1,942 and $ 4,376 , respectively, that was included in contract liabilities as of June 30, 2021 and December 31, 2020, respectively. During the three and nine months ended September 30, 2020, the Company recognized revenue of $ 922 and $ 3,249, respectively, that was included in contract liabilities as of June 30, 2020 and December 31, 2019, respectively. The following table represents the average percentage of completion as of September 30, 2021 for EPC projects that the Company is constructing. The Company expects to recognize $ 17,900 of revenue upon transfer of control of the projects. SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS Project Revenue Category Expected Years Revenue Recognition Will Be Completed Average Percentage of Revenue Recognized Various Projects EPC services 2021 - 2022 55.5 % 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 $ 295 392 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 September 30, 2021 of $ 491 and at December 31, 2020 of $ 253 . During the three months ended September 30, 2021, $ 132 of uncollectible accounts receivable was written off against the allowance for doubtful accounts. Additionally, during the three months ended September 30, 2021, $ 74 was recorded as bad debt expense compared to $ 0 in the prior year period. During the nine months ended September 30, 2021 and 2020, $ 255 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, optimizers 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 Leasehold improvements 3 5 Intangible Assets The Company’s intangible assets at September 30, 2021 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization Cost Accumulated amortization Net carrying value Trademarks 10 $ 5,200 $ (260 ) $ 4,940 Backlog of projects 9 2,000 (1,334 ) 666 Covenant not-to-compete 3 2,400 (400 ) 2,000 Software (included in property and equipment) 3 3,400 (566 ) 2,834 Dealer relationships 18 2,600 (866 ) 1,734 $ 15,600 $ (3,426 ) $ 12,174 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 nine months ended September 30, 2021 was as follows: SCHEDULE OF AMORTIZATION EXPENSES For the For the Three Months Ended Nine months ended September 30, 2021 September 30, 2021 Trademarks $ 130 $ 260 Backlog of projects 667 1,334 Covenant not-to-compete 200 400 Software 283 566 Dealer relationships 433 866 $ 1,713 $ 3,426 Estimated future amortization expense for the Company’s intangible assets as of September 30, 2021 is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE 2021 Years ending December 31, Remainder of 2021 $ 1,713 2022 $ 3,753 2023 $ 2,453 2024 $ 1,004 2025 $ 520 Thereafter $ 2,731 Depreciation and amortization expense for the three months ended September 30, 2021 and 2020 was $ 1,930 82 3,900 246 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 nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 307,698 stock options, and 317,500 unvested RSUs. As of September 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. There were no events or circumstances that indicated impairment of goodwill at September 30, 2021. 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 September 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 nine months ended September 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 | 9 Months Ended |
Sep. 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 which was the fair value of Solcius at the time of acquisition. The assets and liabilities of Solcius were recorded at their respective fair values as of the date of acquisition. The Company used a valuation consultant who identified $ 15,600 of separately identifiable intangible assets. Any difference between the cost of Solcius and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED (in thousands) Base purchase price $ 51,750 Working capital shortfall (1,131 ) Cash surplus 1,492 Total purchase price paid $ 52,111 Cash $ 1,492 Accounts receivable 1,729 Inventory 3,833 Contract assets 7,336 Prepaids and other current assets 1,603 Property and equipment 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 nine months ended September 30, 2021, we recorded total transaction costs related to the Acquisition of $ 25 and $ 774 , respectively. These expenses were accounted for separately from the net assets acquired, and are included in general and administrative expense. 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 September 30, 2021 condensed consolidated financial statements and include approximately $ 46,191 774 SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Three Months Ended Nine months ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Revenue, net $ 31,220 $ 28,717 $ 95,564 $ 98,295 Net Loss $ (4,380 ) $ (3,436 ) $ (8,806 ) $ (14,535 ) |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Sep. 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 nine months ended September 30, 2021 and 2020: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Commercial $ 4,795 $ 3,683 $ 14,011 $ 13,445 Public Works 1,841 1,633 4,425 8,328 Residential 24,584 1,988 51,044 7,562 Total $ 31,220 $ 7,304 $ 69,480 $ 29,335 |
OPERATING SEGMENTS
OPERATING SEGMENTS | 9 Months Ended |
Sep. 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 and nine months ended September 30, 2021. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT Solcius Sunworks Total For the Three Months Ended September 30, 2021 Solcius Sunworks Total Net revenue $ 23,379 $ 7,841 $ 31,220 Cost of sales 10,377 6,427 16,804 Gross profit 13,002 1,414 14,416 Operating expenses Selling & marketing 9,226 846 10,072 General & administrative 4,316 3,347 7,663 Segment contribution (loss) (540 ) (2,779 ) (3,319 ) Stock-based compensation 905 301 1,206 Depreciation and amortization 1,880 50 1,930 Operating income (loss) $ (3,325 ) $ (3,130 ) $ (6,455 ) Solcius Sunworks Total For the Nine months ended September 30, 2021 Solcius Sunworks Total Net revenue $ 46,191 $ 23,289 $ 69,480 Cost of sales 20,122 19,714 39,836 Gross profit 26,069 3,575 29,644 Operating expenses Selling & marketing 18,087 3,381 21,468 General & administrative 7,847 10,006 17,853 Segment contribution (loss) 135 (9,812 ) (9,677 ) Stock-based compensation 1,810 660 2,470 Depreciation and amortization 3,749 151 3,900 Operating income (loss) $ (5,424 ) $ (10,623 ) $ (16,047 ) |
RIGHT-OF-USE OPERATING LEASES
RIGHT-OF-USE OPERATING LEASES | 9 Months Ended |
Sep. 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 6 The Company’s operating lease expense for the three and nine months ended September 30, 2021 amounted to $ 394 and $ 1,086 , respectively. Operating lease payments, which reduced operating cash flows for the three and nine months ended September 30, 2021 amounted to $ 394 and $ 1,086 , respectively. The difference between the ROU asset amortization of $ 762 and the associated lease expense of $ 1,086 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 September 30, 2021 (in thousands) Operating lease right-of-use assets $ 2,446 Operating lease liabilities—short term 918 Operating lease liabilities—long term 1,528 Total operating lease liabilities $ 2,446 As of September 30, 2021, the weighted average remaining lease term was 2.5 years and the weighted average discount rate for the Company’s leases was 3.8%. Minimum payments for the operating leases are as follows: SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES Operating Leases (in thousands) Remainder of 2021 $ 296 2022 854 2023 518 2024 312 2025 294 Thereafter 270 Total lease payments $ 2,544 Less: imputed interest 98 Total $ 2,446 |
RIGHT-OF-USE FINANCE LEASES
RIGHT-OF-USE FINANCE LEASES | 9 Months Ended |
Sep. 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 year 4 years Supplemental balance sheet information related to finance leases is as follows: SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION September 30, 2021 (in thousands) Finance lease right-of-use asset cost $ 1,520 Finance lease right-of-use accumulated amortization (297 ) Finance lease right of use asset, net $ 1,223 Finance lease obligation—short term $ 452 Finance lease obligation—long term 430 Total finance lease obligation $ 882 As of September 30, 2021, the weighted average remaining lease term was 2.2 4.5% Minimum finance lease payments for the remaining lease terms are as follows: SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES September 30, 2021 (in thousands) Remainder of 2021 $ 165 2022 402 2023 221 2024 84 2025 56 Thereafter - Total lease payments $ 928 Less: imputed interest 46 Total $ 882 |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE | 9 Months Ended |
Sep. 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, 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, together with $34 of accrued interest, was fully forgiven. 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 nine months ended September 30, 2021. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 10. STOCK-BASED COMPENSATION Options As of September 30, 2021, the Company has non-qualified stock options outstanding to purchase 307,698 shares of common stock, per the terms set forth in the option agreements. The stock options vest at various times and are exercisable for a period of one to five years from the date of grant at exercise prices ranging from $ 2.10 to $ 21.70 per share, the market value of the Company’s common stock on the date of each grant. The Company determined the fair market value of these options by using the Black Scholes option valuation model. SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY September 30, 2021 Number Weighted average of Options exercise price Outstanding, beginning December 31, 2020 88,441 $ 11.02 Granted 260,000 $ 12.15 Exercised (2,218 ) 2.10 Forfeited (13,527 ) $ 8.44 Expired (24,998 ) $ 16.62 Outstanding at the end of September 30, 2021 307,698 $ 11.70 Exercisable at the end of September 30, 2021 47,698 $ 9.22 The following table summarizes the Company’s restricted stock unit activity during the nine months ended September 30,2021: SCHEDULE OF STOCK-BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY September 30, 2021 Weighted Average Number Of Shares Grant Date Value per Share Unvested, beginning December 31, 2020 0 $ 0.00 Granted 327,500 $ 9.08 Vested (10,000 ) $ 9.07 Forfeited 0 0 Unvested at the end of September 30, 2021 317,500 $ 9.08 The total combined option and RSU compensation expense recognized in the condensed consolidated statements of operations during the three months ended September 30, 2021 and 2020 was $ 1,206 16 The total combined option and RSU compensation expense recognized in the condensed consolidated statements of operations during the nine months ended September 30, 2021 and 2020 was $ 2,470 137 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 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 former President of Commercial Operations, for $ 9 per month. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 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. This amount 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS On October 21, 2021, the Company filed a prospectus supplement with the SEC, 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 In accordance with the terms of the Roth Sales Agreement, we may offer and sell shares of our common stock under this prospectus having an aggregate offering price of up to $ 25 million (the “New Placement Shares”) from time to time through or to Agent RCP, as sales agent or principal. 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. Subsequent to September 30, 2021 and through November 10, 2021 the sale and issuance of the New Placement Shares pursuant to the Roth Sales Agreement totaled 2,035,025 12,222 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 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. For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection. We recognize revenue for systems operations and maintenance over the term of the service period. For EPC revenue, we commence recognizing performance revenue when work starts on the job and continue recognizing revenue over time as work is performed based on the ratio of costs incurred, excluding modules and components, compared to the total estimated non-materials costs at completion of the performance obligations. Judgment is required to evaluate assumptions including the amount of net contract revenue and the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If estimated total costs on any contract are greater than the net contract revenue, the Company recognizes the entire estimated loss in the period the loss becomes known. Changes in estimates for EPC services occur for a variety of reasons, including but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in the Company’s consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the three and nine months ended September 30, 2021 and 2020 as well as the number of projects that comprise such changes. For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $100, calculated on a quarterly basis during the periods, were presented. Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects. SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE (In thousands, except number of projects) September September September September Three Months Ended Nine Months Ended (In thousands, except number of projects) September September September September Increase in revenue from net changes in transaction prices $ - $ - $ 190 $ 200 Increase (decrease) in revenue from net changes in input cost estimates 1,307 83 985 369 Net increase in revenue from net changes in estimates $ 1,307 $ 83 $ 1,175 $ 569 Number of projects 4 3 6 7 Net change in estimate as a percentage of aggregate revenue for associated projects 17.3 % 1.1 % 11.3 % 5.2 % Contract Assets and Liabilities Contract assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain contractual milestones are met; (ii) direct costs, including commissions, labor related costs and permitting fees paid prior to recording revenue, and (iii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for larger construction contracts. Contract liabilities consist of deferred revenue, customer deposits and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Total contract assets and contract liabilities balances as of the respective dates are as follows: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES As of (In thousands) September 30, 2021 December 31, 2020 Contract Assets $ 12,418 $ 2,397 Contract Liabilities 11,883 6,260 During the three and nine months ended September 30, 2021, the Company recognized revenue of $ 1,942 and $ 4,376 , respectively, that was included in contract liabilities as of June 30, 2021 and December 31, 2020, respectively. During the three and nine months ended September 30, 2020, the Company recognized revenue of $ 922 and $ 3,249, respectively, that was included in contract liabilities as of June 30, 2020 and December 31, 2019, respectively. The following table represents the average percentage of completion as of September 30, 2021 for EPC projects that the Company is constructing. The Company expects to recognize $ 17,900 of revenue upon transfer of control of the projects. SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS Project Revenue Category Expected Years Revenue Recognition Will Be Completed Average Percentage of Revenue Recognized Various Projects EPC services 2021 - 2022 55.5 % |
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 $ 295 392 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 September 30, 2021 of $ 491 and at December 31, 2020 of $ 253 . During the three months ended September 30, 2021, $ 132 of uncollectible accounts receivable was written off against the allowance for doubtful accounts. Additionally, during the three months ended September 30, 2021, $ 74 was recorded as bad debt expense compared to $ 0 in the prior year period. During the nine months ended September 30, 2021 and 2020, $ 255 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, optimizers 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 Leasehold improvements 3 5 |
Intangible Assets | Intangible Assets The Company’s intangible assets at September 30, 2021 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization Cost Accumulated amortization Net carrying value Trademarks 10 $ 5,200 $ (260 ) $ 4,940 Backlog of projects 9 2,000 (1,334 ) 666 Covenant not-to-compete 3 2,400 (400 ) 2,000 Software (included in property and equipment) 3 3,400 (566 ) 2,834 Dealer relationships 18 2,600 (866 ) 1,734 $ 15,600 $ (3,426 ) $ 12,174 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 nine months ended September 30, 2021 was as follows: SCHEDULE OF AMORTIZATION EXPENSES For the For the Three Months Ended Nine months ended September 30, 2021 September 30, 2021 Trademarks $ 130 $ 260 Backlog of projects 667 1,334 Covenant not-to-compete 200 400 Software 283 566 Dealer relationships 433 866 $ 1,713 $ 3,426 Estimated future amortization expense for the Company’s intangible assets as of September 30, 2021 is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE 2021 Years ending December 31, Remainder of 2021 $ 1,713 2022 $ 3,753 2023 $ 2,453 2024 $ 1,004 2025 $ 520 Thereafter $ 2,731 Depreciation and amortization expense for the three months ended September 30, 2021 and 2020 was $ 1,930 82 3,900 246 |
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 nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 307,698 stock options, and 317,500 unvested RSUs. As of September 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. There were no events or circumstances that indicated impairment of goodwill at September 30, 2021. |
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 September 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 nine months ended September 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) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE | SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE (In thousands, except number of projects) September September September September Three Months Ended Nine Months Ended (In thousands, except number of projects) September September September September Increase in revenue from net changes in transaction prices $ - $ - $ 190 $ 200 Increase (decrease) in revenue from net changes in input cost estimates 1,307 83 985 369 Net increase in revenue from net changes in estimates $ 1,307 $ 83 $ 1,175 $ 569 Number of projects 4 3 6 7 Net change in estimate as a percentage of aggregate revenue for associated projects 17.3 % 1.1 % 11.3 % 5.2 % |
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES | SCHEDULE OF CONTRACT ASSETS AND LIABILITIES As of (In thousands) September 30, 2021 December 31, 2020 Contract Assets $ 12,418 $ 2,397 Contract Liabilities 11,883 6,260 |
SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS | SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS Project Revenue Category Expected Years Revenue Recognition Will Be Completed Average Percentage of Revenue Recognized Various Projects EPC services 2021 - 2022 55.5 % |
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 Leasehold improvements 3 5 |
SCHEDULE OF INTANGIBLE ASSETS | The Company’s intangible assets at September 30, 2021 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization Cost Accumulated amortization Net carrying value Trademarks 10 $ 5,200 $ (260 ) $ 4,940 Backlog of projects 9 2,000 (1,334 ) 666 Covenant not-to-compete 3 2,400 (400 ) 2,000 Software (included in property and equipment) 3 3,400 (566 ) 2,834 Dealer relationships 18 2,600 (866 ) 1,734 $ 15,600 $ (3,426 ) $ 12,174 |
SCHEDULE OF AMORTIZATION EXPENSES | Amortization expenses for intangible assets for the three and nine months ended September 30, 2021 was as follows: SCHEDULE OF AMORTIZATION EXPENSES For the For the Three Months Ended Nine months ended September 30, 2021 September 30, 2021 Trademarks $ 130 $ 260 Backlog of projects 667 1,334 Covenant not-to-compete 200 400 Software 283 566 Dealer relationships 433 866 $ 1,713 $ 3,426 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE | Estimated future amortization expense for the Company’s intangible assets as of September 30, 2021 is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE 2021 Years ending December 31, Remainder of 2021 $ 1,713 2022 $ 3,753 2023 $ 2,453 2024 $ 1,004 2025 $ 520 Thereafter $ 2,731 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 9 Months Ended |
Sep. 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 September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Three Months Ended Nine months ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Revenue, net $ 31,220 $ 28,717 $ 95,564 $ 98,295 Net Loss $ (4,380 ) $ (3,436 ) $ (8,806 ) $ (14,535 ) |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2021 and 2020: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Commercial $ 4,795 $ 3,683 $ 14,011 $ 13,445 Public Works 1,841 1,633 4,425 8,328 Residential 24,584 1,988 51,044 7,562 Total $ 31,220 $ 7,304 $ 69,480 $ 29,335 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 9 Months Ended |
Sep. 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 and nine months ended September 30, 2021. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT Solcius Sunworks Total For the Three Months Ended September 30, 2021 Solcius Sunworks Total Net revenue $ 23,379 $ 7,841 $ 31,220 Cost of sales 10,377 6,427 16,804 Gross profit 13,002 1,414 14,416 Operating expenses Selling & marketing 9,226 846 10,072 General & administrative 4,316 3,347 7,663 Segment contribution (loss) (540 ) (2,779 ) (3,319 ) Stock-based compensation 905 301 1,206 Depreciation and amortization 1,880 50 1,930 Operating income (loss) $ (3,325 ) $ (3,130 ) $ (6,455 ) Solcius Sunworks Total For the Nine months ended September 30, 2021 Solcius Sunworks Total Net revenue $ 46,191 $ 23,289 $ 69,480 Cost of sales 20,122 19,714 39,836 Gross profit 26,069 3,575 29,644 Operating expenses Selling & marketing 18,087 3,381 21,468 General & administrative 7,847 10,006 17,853 Segment contribution (loss) 135 (9,812 ) (9,677 ) Stock-based compensation 1,810 660 2,470 Depreciation and amortization 3,749 151 3,900 Operating income (loss) $ (5,424 ) $ (10,623 ) $ (16,047 ) |
RIGHT-OF-USE OPERATING LEASES (
RIGHT-OF-USE OPERATING LEASES (Tables) | 9 Months Ended |
Sep. 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 September 30, 2021 (in thousands) Operating lease right-of-use assets $ 2,446 Operating lease liabilities—short term 918 Operating lease liabilities—long term 1,528 Total operating lease liabilities $ 2,446 |
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 $ 296 2022 854 2023 518 2024 312 2025 294 Thereafter 270 Total lease payments $ 2,544 Less: imputed interest 98 Total $ 2,446 |
RIGHT-OF-USE FINANCE LEASES (Ta
RIGHT-OF-USE FINANCE LEASES (Tables) | 9 Months Ended |
Sep. 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 September 30, 2021 (in thousands) Finance lease right-of-use asset cost $ 1,520 Finance lease right-of-use accumulated amortization (297 ) Finance lease right of use asset, net $ 1,223 Finance lease obligation—short term $ 452 Finance lease obligation—long term 430 Total finance lease obligation $ 882 |
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 September 30, 2021 (in thousands) Remainder of 2021 $ 165 2022 402 2023 221 2024 84 2025 56 Thereafter - Total lease payments $ 928 Less: imputed interest 46 Total $ 882 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY | SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY September 30, 2021 Number Weighted average of Options exercise price Outstanding, beginning December 31, 2020 88,441 $ 11.02 Granted 260,000 $ 12.15 Exercised (2,218 ) 2.10 Forfeited (13,527 ) $ 8.44 Expired (24,998 ) $ 16.62 Outstanding at the end of September 30, 2021 307,698 $ 11.70 Exercisable at the end of September 30, 2021 47,698 $ 9.22 |
SCHEDULE OF STOCK-BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY | The following table summarizes the Company’s restricted stock unit activity during the nine months ended September 30,2021: SCHEDULE OF STOCK-BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY September 30, 2021 Weighted Average Number Of Shares Grant Date Value per Share Unvested, beginning December 31, 2020 0 $ 0.00 Granted 327,500 $ 9.08 Vested (10,000 ) $ 9.07 Forfeited 0 0 Unvested at the end of September 30, 2021 317,500 $ 9.08 |
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 CHANGES IN ESTIMATE
SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($)Projects | Sep. 30, 2020USD ($)Projects | Sep. 30, 2021USD ($)Projects | Sep. 30, 2020USD ($)Projects | |
Accounting Policies [Abstract] | ||||
Increase in revenue from net changes in transaction prices | $ 190 | $ 200 | ||
Increase (decrease) in revenue from net changes in input cost estimates | 1,307 | 83 | 985 | 369 |
Net increase in revenue from net changes in estimates | $ 1,307 | $ 83 | $ 1,175 | $ 569 |
Number of projects | Projects | 4 | 3 | 6 | 7 |
Net change in estimate as a percentage of aggregate revenue for associated projects | 17.30% | 1.10% | 11.30% | 5.20% |
SCHEDULE OF CONTRACT ASSETS AND
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Contract assets | $ 12,418 | $ 2,397 |
Contract liabilities | $ 11,883 | $ 6,260 |
SCHEDULE OF REVENUE RECOGNIZE U
SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Project | Various Projects |
Revenue Category | EPC services |
Expected year revenue recognition will be completed | 2021 - 2022 |
Average percentage of Revenue Recognized | 55.50% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 15,600 |
Accumulated amortization | (3,426) |
Net carrying value | $ 12,174 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization period | 10 years |
Cost | $ 5,200 |
Accumulated amortization | (260) |
Net carrying value | $ 4,940 |
Backlog of Projects [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization period | 9 months |
Cost | $ 2,000 |
Accumulated amortization | (1,334) |
Net carrying value | $ 666 |
Covenant Not-to-Compete [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization period | 3 years |
Cost | $ 2,400 |
Accumulated amortization | (400) |
Net carrying value | $ 2,000 |
Software Development [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization period | 3 years |
Cost | $ 3,400 |
Accumulated amortization | (566) |
Net carrying value | $ 2,834 |
Dealer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization period | 18 months |
Cost | $ 2,600 |
Accumulated amortization | (866) |
Net carrying value | $ 1,734 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 1,713 | $ 3,426 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 130 | 260 |
Backlog of Projects [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 667 | 1,334 |
Covenant Not-to-Compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 200 | 400 |
Software Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 283 | 566 |
Dealer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 433 | $ 866 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Accounting Policies [Abstract] | |
Remainder of 2021 | $ 1,713 |
2022 | 3,753 |
2023 | 2,453 |
2024 | 1,004 |
2025 | 520 |
Thereafter | $ 2,731 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Contract with Customer, Liability, Revenue Recognized | $ 1,942 | $ 922 | $ 4,376 | $ 3,249 | |
[custom:RevenueFromContractWithCustomerTransferOfControlProjects] | 17,900 | ||||
Accounts receivable, net | 5,561 | 5,561 | $ 2,890 | ||
Accounts receivable | 491 | 491 | 253 | ||
Uncollectible accounts receivable | 132 | 132 | |||
Bad debt expense | 74 | 0 | 255 | 280 | |
Depreciation and amortization | 1,930 | 82 | 3,900 | 246 | |
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) | 307,698 | 128,411 | |||
Unvested Restricted Stock Units [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 317,500 | ||||
Trade Accounts Receivable [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivable, net | $ 295 | $ 295 | $ 392 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED (Details) - USD ($) $ in Thousands | Apr. 08, 2021 | Sep. 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 finance 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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Revenue, net | $ 31,220 | $ 28,717 | $ 95,564 | $ 98,295 |
Net Loss | $ (4,380) | $ (3,436) | $ (8,806) | $ (14,535) |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) $ in Thousands | Apr. 08, 2021 | Apr. 08, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 18, 2021 |
Business Acquisition [Line Items] | |||||||
Net revenue | $ 31,220 | $ 7,304 | $ 69,480 | $ 29,335 | |||
Solcius [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Net revenue | $ 46,191 | 23,379 | 46,191 | ||||
Solcius Holdings, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 51,750 | ||||||
Business Combination, Consideration Transferred | 52,111 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 34,908 | $ 34,908 | $ 15,600 | ||||
Asset Acquisition, Consideration Transferred, Transaction Cost | $ 25 | 774 | |||||
Proforma acquisition | $ 774 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 31,220 | $ 7,304 | $ 69,480 | $ 29,335 |
Commercial [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 4,795 | 3,683 | 14,011 | 13,445 |
Public Works [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,841 | 1,633 | 4,425 | 8,328 |
Residential [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 24,584 | $ 1,988 | $ 51,044 | $ 7,562 |
SCHEDULE OF SEGMENT REPORTING I
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) - USD ($) $ in Thousands | Apr. 08, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 31,220 | $ 7,304 | $ 69,480 | $ 29,335 | |
Cost of sales | 16,804 | 5,670 | 39,836 | 23,468 | |
Gross profit | 14,416 | 1,634 | 29,644 | 5,867 | |
Selling & marketing | 10,072 | 1,069 | 21,468 | 3,864 | |
General & administrative | 7,663 | 3,161 | 17,853 | 8,135 | |
Segment contribution (loss) | (3,319) | (9,677) | |||
Stock-based compensation | 1,206 | 16 | 2,470 | 137 | |
Depreciation and amortization | 1,930 | 82 | 3,900 | 246 | |
Operating income (loss) | (6,455) | $ (2,694) | (16,047) | $ (10,515) | |
Solcius [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 46,191 | 23,379 | 46,191 | ||
Cost of sales | 10,377 | 20,122 | |||
Gross profit | 13,002 | 26,069 | |||
Selling & marketing | 9,226 | 18,087 | |||
General & administrative | 4,316 | 7,847 | |||
Segment contribution (loss) | (540) | 135 | |||
Stock-based compensation | 905 | 1,810 | |||
Depreciation and amortization | 1,880 | 3,749 | |||
Operating income (loss) | (3,325) | (5,424) | |||
Sunworks [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 7,841 | 23,289 | |||
Cost of sales | 6,427 | 19,714 | |||
Gross profit | 1,414 | 3,575 | |||
Selling & marketing | 846 | 3,381 | |||
General & administrative | 3,347 | 10,006 | |||
Segment contribution (loss) | (2,779) | (9,812) | |||
Stock-based compensation | 301 | 660 | |||
Depreciation and amortization | 50 | 151 | |||
Operating income (loss) | $ (3,130) | $ (10,623) |
SCHEDULE OF OPERATING LEASES SU
SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Right-of-use Operating Leases | ||
Operating lease right-of-use assets | $ 2,446 | $ 694 |
Operating lease liabilities—short term | 918 | 649 |
Operating lease liabilities—long term | 1,528 | $ 45 |
Total operating lease liabilities | $ 2,446 |
SCHEDULE OF MATURITIES FOR OPER
SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Right-of-use Operating Leases | |
Remainder of 2021 | $ 296 |
2022 | 854 |
2023 | 518 |
2024 | 312 |
2025 | 294 |
Thereafter | 270 |
Total lease payments | 2,544 |
Less: imputed interest | 98 |
Total | $ 2,446 |
RIGHT-OF-USE OPERATING LEASES_2
RIGHT-OF-USE OPERATING LEASES (Details Narrative) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Operating Lease, Expense | $ 394 | $ 1,086 |
Operating Lease, Payments | $ 394 | 1,086 |
[custom:OperatingLeaseDifferenceOfRightOfUseAssetAmortizationExpenses] | $ 762 | |
Operating Lease, Weighted Average Remaining Lease Term | 2 years 6 months | 2 years 6 months |
Operating Lease, Weighted Average Discount Rate, Percent | 3.80% | 3.80% |
Addition to Basic Operating Lease [Member] | ||
Operating Lease, Expense | $ 1,086 | |
Minimum [Member] | ||
Lessee, Operating Lease, Term of Contract | 1 year | 1 year |
Maximum [Member] | ||
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 | Sep. 30, 2021 | Dec. 31, 2020 |
Right-of-use Finance Leases | ||
Finance lease right-of-use asset cost | $ 1,520 | |
Finance lease right-of-use accumulated amortization | (297) | |
Finance lease right of use asset, net | 1,223 | |
Finance lease obligation—short term | 452 | |
Finance lease obligation—long term | 430 | |
Total finance lease obligation | $ 882 |
SCHEDULE OF MATURITIES FOR FINA
SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Right-of-use Finance Leases | |
Remainder of 2021 | $ 165 |
2022 | 402 |
2023 | 221 |
2024 | 84 |
2025 | 56 |
Thereafter | |
Total lease payments | 928 |
Less: imputed interest | 46 |
Total | $ 882 |
RIGHT-OF-USE FINANCE LEASES (De
RIGHT-OF-USE FINANCE LEASES (Details Narrative) | Sep. 30, 2021 |
Finance Lease, Weighted Average Remaining Lease Term | 2 years 2 months 12 days |
Finance Lease, Weighted Average Discount Rate, Percent | 4.50% |
Minimum [Member] | |
Finance lease, remaining lease term | 1 year |
Maximum [Member] | |
Finance lease, remaining lease term | 4 years |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE (Details Narrative) - Paycheck Protection Program Loan [Member] $ in Thousands | Apr. 28, 2020USD ($) |
Principal Forgiveness [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt Instrument, Decrease, Forgiveness | $ 2,847 |
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 | Feb. 10, 2021 | Jan. 27, 2021 | Feb. 23, 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 | $ 48,858 | $ 49,937 | |
Sale of stock, price per share | $ 15.54 | ||
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) | 9 Months Ended |
Sep. 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 | (2,218) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 2.10 |
Number of Options, Forfeited | shares | (13,527) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 8.44 |
Number of Options, Expired | shares | (24,998) |
Weighted Average Exercise Price, Expired | $ / shares | $ 16.62 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 307,698 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 11.70 |
Number of Options, Exercisable at the end | shares | 47,698 |
Weighted Average Exercise Price, Exercisable at the end | $ / shares | $ 9.22 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding, Granted | 260,000 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding, beginning | 0 |
Weighted Average Grant Date Value, beginning | $ / shares | $ 0 |
Number of Shares, Outstanding, Granted | 327,500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 9.08 |
Number of Shares, Outstanding, Vested | (10,000,000) |
Weighted Average Grant Date Value, Vested | $ / shares | $ 9.07 |
Number of Shares, Outstanding, Forfeited | 0 |
Weighted Average Grant Date Value, Forfeited | $ / shares | $ 0 |
Number of Shares, Outstanding, ending | 317,500,000 |
Weighted Average Grant Date Value, Outstanding, ending | $ / shares | $ 9.08 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 307,698 | 307,698 | 88,441 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 11.70 | $ 11.70 | $ 11.02 | ||
Share-based Payment Arrangement, Noncash Expense | $ 1,206 | $ 16 | $ 2,470 | $ 137 | |
Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 307,698 | 307,698 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||
Share-based Payment Arrangement, Option [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 2.10 | $ 2.10 | |||
Share-based Payment Arrangement, Option [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 21.70 | $ 21.70 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Facility [Member] | Plan D Enterprises, Inc [Member] | President [Member] | |
Property, Plant and Equipment [Line Items] | |
Payments for Rent | $ 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 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 09, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 10, 2021 | Oct. 21, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Common stock issued | 27,049,274 | 23,835,258 | ||||
Common shares outstanding | 27,049,274 | 23,835,258 | ||||
Proceeds from issuance of common stock | $ 48,858,000 | $ 7,736,000 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
General Partners' Offering Costs | $ 25,000,000 | |||||
Common stock issued | 2,035,025 | |||||
Common shares outstanding | 2,035,025 | |||||
Proceeds from issuance of common stock | $ 12,222 |