Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
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 $0.001 per share | |
Trading Symbol | SUNW | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 35,187,898 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 14,273 | $ 19,719 |
Restricted cash | 248 | 323 |
Accounts receivable, net | 7,633 | 4,568 |
Inventory | 26,927 | 10,219 |
Contract assets | 24,722 | 14,498 |
Other current assets | 3,278 | 4,154 |
Total Current Assets | 77,081 | 53,481 |
Property and equipment, net | 2,494 | 3,195 |
Finance lease right-of-use assets, net | 1,888 | 1,407 |
Operating lease right-of-use assets | 1,937 | 2,502 |
Deposits | 162 | 132 |
Intangible assets, net | 5,620 | 7,910 |
Goodwill | 32,186 | 32,186 |
Total Assets | 121,368 | 100,813 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 19,160 | 11,127 |
Contract liabilities | 26,695 | 12,201 |
Finance lease liability, current portion | 491 | 424 |
Operating lease liability, current portion | 905 | 993 |
Total Current Liabilities | 47,251 | 24,745 |
Long-Term Liabilities: | ||
Finance lease liability, net of current portion | 997 | 542 |
Operating lease liability, net of current portion | 1,032 | 1,509 |
Warranty liability | 1,431 | 1,251 |
Total Long-Term Liabilities | 3,460 | 3,302 |
Total Liabilities | 50,711 | 28,047 |
Commitments and contingencies | ||
Shareholders’ Equity: | ||
Common stock, $0.001 par value; 50,000,000 authorized shares; 35,161,648 and 29,193,772 shares issued and outstanding, at September 30, 2022 and December 31, 2021, respectively | 35 | 29 |
Additional paid-in capital | 207,067 | 187,997 |
Accumulated deficit | (136,445) | (115,260) |
Total Shareholders’ Equity | 70,657 | 72,766 |
Total Liabilities and Shareholders’ Equity | $ 121,368 | $ 100,813 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
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 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 35,161,648 | 29,193,772 |
Common stock, shares outstanding | 35,161,648 | 29,193,772 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 40,713 | $ 31,220 | $ 108,306 | $ 69,480 |
Cost of Goods Sold | 21,204 | 18,150 | 59,030 | 42,348 |
Gross Profit | 19,509 | 13,070 | 49,276 | 27,132 |
Operating Expenses: | ||||
Selling and marketing | 14,773 | 10,072 | 41,320 | 21,468 |
General and administrative | 8,718 | 7,185 | 24,025 | 17,081 |
Stock-based compensation | 364 | 1,206 | 2,019 | 2,470 |
Depreciation and amortization | 1,056 | 1,062 | 3,177 | 2,160 |
Total Operating Expenses | 24,911 | 19,525 | 70,541 | 43,179 |
Operating Loss | (5,402) | (6,455) | (21,265) | (16,047) |
Other Income (Expense) | ||||
Other income (expense), net | (6) | 5 | 46 | 2,896 |
Interest expense | (50) | (10) | (115) | (40) |
Gain on disposal of property and equipment | 65 | 243 | 51 | |
Total Other Income (Expense), net | 9 | (5) | 174 | 2,907 |
Loss before Income Taxes | (5,393) | (6,460) | (21,091) | (13,140) |
Income Tax Expense | 94 | |||
Net Loss | $ (5,393) | $ (6,460) | $ (21,185) | $ (13,140) |
LOSS PER SHARE: | ||||
Basic | $ (0.16) | $ (0.24) | $ (0.66) | $ (0.50) |
Diluted | $ (0.16) | $ (0.24) | $ (0.66) | $ (0.50) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic | 33,626,405,000 | 27,047,960,000 | 32,027,304,000 | 26,449,743,000 |
Diluted | 33,626,405 | 27,047,960 | 32,027,304 | 26,449,743 |
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, 2020 | $ 24 | $ 122,668 | $ (88,635) | $ 34,057 |
Beginning balance, shares at Dec. 31, 2020 | 23,835,258 | |||
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) | ||
Stock-based compensation for options | 151 | 151 | ||
Ending balance, value at Mar. 31, 2021 | $ 27 | 171,674 | (93,448) | 78,253 |
Ending balance, shares at Mar. 31, 2021 | 27,047,744 | |||
Beginning balance, value at Dec. 31, 2020 | $ 24 | 122,668 | (88,635) | 34,057 |
Beginning balance, shares at Dec. 31, 2020 | 23,835,258 | |||
Net loss | (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 | |||
Net loss | (1,867) | (1,867) | ||
Stock-based compensation for options | 1,113 | 1,113 | ||
Ending balance, value at Jun. 30, 2021 | $ 27 | 172,787 | (95,315) | 77,499 |
Ending balance, shares at Jun. 30, 2021 | 27,047,744 | |||
Net loss | (6,460) | (6,460) | ||
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 | |||
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 Dec. 31, 2021 | $ 29 | 187,997 | (115,260) | 72,766 |
Beginning balance, shares at Dec. 31, 2021 | 29,193,772 | |||
Stock-based compensation | 1,284 | 1,284 | ||
Issuance of common stock under terms of restricted stock grants | ||||
Issuance of common stock under terms of restricted stock grants, shares | 121,666 | |||
Sales of common stock pursuant to S-3 registration statement | $ 3 | 7,811 | 7,814 | |
Sales of common stock pursuant to S-3 registration statement, shares | 2,757,830 | |||
Net loss | (8,207) | (8,207) | ||
Ending balance, value at Mar. 31, 2022 | $ 32 | 197,092 | (123,467) | 73,657 |
Ending balance, shares at Mar. 31, 2022 | 32,073,268 | |||
Beginning balance, value at Dec. 31, 2021 | $ 29 | 187,997 | (115,260) | 72,766 |
Beginning balance, shares at Dec. 31, 2021 | 29,193,772 | |||
Net loss | $ (21,185) | |||
Issuance of common stock for cashless exercise of options, shares | ||||
Ending balance, value at Sep. 30, 2022 | $ 35 | 207,067 | (136,445) | $ 70,657 |
Ending balance, shares at Sep. 30, 2022 | 35,161,648 | |||
Beginning balance, value at Mar. 31, 2022 | $ 32 | 197,092 | (123,467) | 73,657 |
Beginning balance, shares at Mar. 31, 2022 | 32,073,268 | |||
Stock-based compensation | 371 | 371 | ||
Issuance of common stock under terms of restricted stock grants | ||||
Issuance of common stock under terms of restricted stock grants, shares | 95,000 | |||
Sales of common stock pursuant to S-3 registration statement | $ 1 | 2,004 | 2,005 | |
Sales of common stock pursuant to S-3 registration statement, shares | 783,257 | |||
Net loss | (7,585) | (7,585) | ||
Tax withholdings related to net share settlements of equity awards | (34) | (34) | ||
Tax withholdings related to net share settlements of equity awards, shares | (16,703) | |||
Ending balance, value at Jun. 30, 2022 | $ 33 | 199,433 | (131,052) | 68,414 |
Ending balance, shares at Jun. 30, 2022 | 32,934,822 | |||
Stock-based compensation | 364 | 364 | ||
Issuance of common stock under terms of restricted stock grants | ||||
Issuance of common stock under terms of restricted stock grants, shares | 17,500 | |||
Sales of common stock pursuant to S-3 registration statement | $ 2 | 7,283 | 7,285 | |
Sales of common stock pursuant to S-3 registration statement, shares | 2,213,074 | |||
Net loss | (5,393) | (5,393) | ||
Tax withholdings related to net share settlements of equity awards | (13) | (13) | ||
Tax withholdings related to net share settlements of equity awards, shares | (3,748) | |||
Ending balance, value at Sep. 30, 2022 | $ 35 | $ 207,067 | $ (136,445) | $ 70,657 |
Ending balance, shares at Sep. 30, 2022 | 35,161,648 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (21,185) | $ (13,140) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 3,827 | 3,900 |
Amortization of right-of-use assets | 811 | 762 |
Gain on sale of equipment | (243) | (51) |
Paycheck Protection Program loan forgiveness | (2,881) | |
Stock-based compensation | 2,019 | 2,470 |
Bad debt expense | 378 | 255 |
Changes in Operating Assets and Liabilities, net of acquisition | ||
Accounts receivable | (3,443) | (1,197) |
Inventory | (16,784) | (5,700) |
Deposits and other current assets | 846 | (2,073) |
Contract assets | (10,224) | (2,685) |
Accounts payable and accrued liabilities | 8,033 | (4,669) |
Contract liabilities | 14,494 | 350 |
Warranty liability | 180 | 90 |
Operating lease liability | (811) | (762) |
NET CASH USED IN OPERATING ACTIVITIES | (22,102) | (25,331) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of Solcius LLC, net of cash acquired | (50,619) | |
Purchase of property and equipment | (432) | (535) |
Proceeds from sale of equipment | 311 | 61 |
NET CASH USED IN INVESTING ACTIVITIES | (121) | (51,093) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on finance lease liabilities | (355) | (206) |
Proceeds from sale of common stock, net | 17,104 | 48,858 |
Payments for taxes related to net share settlement of equity awards | (47) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 16,702 | 48,652 |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (5,521) | (27,772) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH BEGINNING OF PERIOD | 20,042 | 39,339 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | 14,521 | 11,567 |
Cash and cash equivalents | 14,273 | 11,219 |
Restricted cash | 248 | 348 |
CASH PAID FOR: | ||
Interest | 51 | 40 |
Franchise and corporate excise taxes | 42 | |
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 | 903 | 252 |
Right-of-use assets obtained in exchange for new operating lease liability | $ 247 | $ 697 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION We provide photovoltaic (“PV”) and battery-based power and storage systems for the residential and commercial markets. Commercial projects include commercial, agricultural, industrial and public works projects. We operate in several residential and commercial markets including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, Massachusetts, Rhode Island, New York, Pennsylvania, New Jersey and South Carolina. Through our operating subsidiaries, we design, arrange financing, integrate, install, and manage systems ranging in size from 2kW (kilowatt) for residential projects to multi-MW (megawatt) systems for larger commercial and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions. On April 8, 2021, Sunworks, Inc., through its operating subsidiary Sunworks United (the “Buyer”), acquired all of the issued and outstanding membership interests (the “Solcius Acquisition”) of Solcius, from Solcius Holdings, LLC (“Seller”). Located in Provo, Utah, Solcius is a full-service, residential solar systems provider. The Company believes the Solcius Acquisition enhances economies of scale, leading to better access to suppliers, vendors and financial partners, as well as marketing and customer acquisition opportunities. The Solcius Acquisition was consummated on April 8, 2021, pursuant to a Membership Interest Purchase Agreement, dated as of April 8, 2021 (the “Purchase Agreement”), by and between Buyer and Seller. The purchase price for Solcius consisted of $ 51,750 The accompanying unaudited condensed consolidated financial statements (“financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
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 condensed consolidated financial statements. There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Sunworks, Inc., and its wholly owned operating subsidiaries: Sunworks United Inc., Commercial Solar Energy, Inc. and Solcius LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. Reclassifications Certain prior period amounts have been reclassified to conform to the current presentation. The reclassifications impact historical cost of goods sold, depreciation, amortization and general and administrative expenses. During the quarter ended September 30, 2021, $ 201 667 478 407 1,333 771 Change in Accounting Estimate In July 2022, we completed an assessment of the contract fulfillment costs that give rise to an asset for residential contracts. We determined that additional specifically identifiable costs related directly to residential contracts can be capitalized, in accordance with Accounting Standards Codification (“ASC”) Section 340-40. The additional capitalized costs of approximately $ 2,794 Segment Reporting We currently operate in three segments based upon our organizational structure and the way in which our operations are managed and evaluated. Our largest segment is Residential Solar which are projects smaller in size and shorter in duration. Our second operating segment is Commercial Solar Energy which includes projects that are commonly larger in size and longer in duration serving commercial, industrial, agricultural and public works customers. Our third segment is the Corporate, which is responsible for general company oversight and management. Disaggregating the corporate costs from the residential and commercial operations simplifies the performance evaluation of the Residential Solar and Commercial Solar Energy segments. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, intangibles, impairments and estimations of long-lived assets, revenue recognition on construction contracts recognized over time, fair value of assets acquired and liabilities assumed in a business combination, allowances for uncollectible accounts, finance lease right-of-use assets and liabilities, operating lease right-of-use assets and liabilities, warranty reserves, inventory valuation, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Revenue Recognition Revenue and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, engineering, procurement and construction (“EPC”) projects for residential and smaller commercial systems that require us to deliver functioning solar power systems are generally completed within two to twelve months from commencement of construction. Construction on larger commercial projects may be completed within eighteen to thirty-six months, depending on the size and location. We recognize revenue from commercial EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer. For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection. We recognize revenue for systems operations and maintenance over the term of the service period. For commercial projects, we commence recognizing performance revenue when work starts on the job and continue recognizing revenue over time as work is performed based on the ratio of costs incurred, excluding modules and components, compared to the total estimated non-materials costs at completion of the performance obligations. Judgment is required to evaluate assumptions including the amount of net contract revenue and the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If estimated total costs on any contract are greater than the net contract revenue, the Company recognizes the entire estimated loss in the period the loss becomes known. Changes in estimates for commercial projects occur for a variety of reasons, including, but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in the Company’s condensed consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the three and nine months ended September 30, 2022 and 2021 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, are presented. Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects. SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE Three Months Ended Nine Months Ended (In thousands, except number of projects) September 30, September 30, September 30, September 30, Increase in revenue from net changes in transaction prices $ - $ - $ 484 $ 190 Increase (decrease) in revenue from net changes in input cost estimates - 1,307 (500 ) 985 Net increase (decrease) in revenue from net changes in estimates $ - $ 1,307 $ (16 ) $ 1,175 Number of projects - 4 3 6 Net change in estimate as a percentage of aggregate revenue for associated projects 0.0 % 17.3 % (0.2 )% 11.3 % 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 all installation materials, commissions, installation labor, benefit 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, December 31, Contract Assets $ 24,722 $ 14,498 Contract Liabilities $ 26,695 $ 12,201 During the three and nine months ended September 30, 2022, the Company recognized revenue of $ 486 8,295 1,942 4,376 The following table represents the average percentage of completion as of September 30, 2022 for EPC projects that the Company is constructing. The Company expects to recognize $ 39,695 SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS Project Revenue Category Expected Years Average Percentage Various Projects EPC services 2022 - 2023 38.5 % 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 holders of common stock by the weighted-average number of shares of common stock outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares of common stock were dilutive. The shares for employee options, restricted stock, warrants and convertible notes were not used in the calculation of the net loss per share. A net loss causes all outstanding common stock options and unvested restricted stock units (“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, 2022 and 2021, respectively. As of September 30, 2022, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 236,720 1,080,914 As of September 30, 2021, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 307,698 317,500 Dilutive per share amounts are computed using the weighted-average number of shares of common stock outstanding and potentially dilutive securities, using the treasury stock method, if their effect would be dilutive. New Accounting Pronouncements Management reviewed currently issued pronouncements during the nine months ended September 30, 2022, and believes that any recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying condensed consolidated financial statements. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 9 Months Ended |
Sep. 30, 2022 | |
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, acquired all of the issued and outstanding membership interests of Solcius from the Seller. Located in Provo, Utah, Solcius is a full-service residential solar systems provider. The purchase price for Solcius consisted of $ 51,750 Purchase Price Allocation Under the purchase method of accounting, the transaction was valued for accounting purposes at $ 52,111 15,600 SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED (in thousands) Base purchase price $ 51,750 Working capital shortfall (1,131 ) Cash surplus 1,492 Total purchase price paid $ 52,111 Cash $ 1,492 Accounts receivable 1,729 Inventory 3,833 Contract assets 7,336 Prepaids and other current assets 1,603 Property and equipment 143 Deposits 91 Operating lease right-of-use asset 1,885 Finance lease right-of-use assets 1,200 Other intangible assets 15,600 Identifiable assets acquired 34,912 Accounts payable and accrued liabilities (6,957 ) Contract liabilities (5,273 ) Operating and finance lease liabilities (2,757 ) Liabilities assumed (14,987 ) Net identifiable assets acquired 19,925 Goodwill 32,186 Net assets acquired $ 52,111 During the three and nine months ended September 30, 2022, we recorded no 25 774 We conducted an assessment of the net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values and concluded that no additional adjustment to the purchase price allocation or accounting was required from the original purchase accounting. Pro Forma Information (Unaudited) The results of operations for the Solcius Acquisition since the April 8, 2021 closing date have been included in our consolidated financial statements. The following unaudited pro forma financial information represents a summary of the condensed consolidated results of operations for three and nine months ended September 30, 2022 and 2021, assuming the Solcius Acquisition had been completed as of January 1, 2020. The pro forma financial information includes certain non-recurring pro forma adjustments that were directly attributable to the business combination. The pro forma adjustments include the elimination of Solcius Acquisition transaction expenses totaling $ 774 SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (In thousands) Revenue, net $ 40,713 $ 31,220 $ 108,306 $ 95,564 Net Loss $ (4,960 ) $ (4,380 ) $ (18,930 ) $ (8,806 ) |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and 2021: SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 2022 2021 Three months ended Nine months ended (In thousands) 2022 2021 2022 2021 Residential $ 37,253 $ 24,584 $ 97,416 $ 51,044 Commercial 3,049 4,795 8,593 14,011 Public Works 411 1,841 2,297 4,425 Total $ 40,713 $ 31,220 $ 108,306 $ 69,480 |
OPERATING SEGMENTS
OPERATING SEGMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENTS | 5. OPERATING SEGMENTS Beginning in 2022, the Company assessed its operating segment disclosure based on ASC 280, Segment Reporting Residential Solar Through our Solcius operating subsidiary, we design, arrange financing, integrate, install, and manage systems, primarily for residential homeowners. We sell residential solar systems through multiple channels, through our network of sales channel partners as well as a growing direct sales channel strategy. We operate in several residential markets including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, and South Carolina. We have direct sales and/or operations personnel in California, Nevada, Utah, Arizona, New Mexico, Texas, Colorado, South Carolina, Wisconsin and Minnesota. Commercial Solar Energy Through our CSE subsidiary, we design, arrange financing, integrate, install, and manage systems ranging in size from 50kW (kilowatt) to multi-MW (megawatt) systems primarily for larger commercial and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions. Historically, the CSE subsidiary participated in the California Residential solar market. Following the Solcius Acquisition, all new residential sales are managed under the Solcius brand. Due to materiality, the Company will continue to report the remaining backlog of residential projects from CSE in the Commercial Solar Energy segment, which is expected to be fulfilled within the next year. CSE primarily operates in California. 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, 2022. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT Three months ended September 30, 2022 Residential Solar Commercial Solar Corporate Total Net revenue $ 36,659 $ 4,054 $ - $ 40,713 Cost of goods sold 17,132 4,050 22 21,204 Gross profit (loss) 19,527 4 (22 ) 19,509 Operating expenses Selling and marketing 13,711 809 253 14,773 General and administrative 5,069 1,797 1,852 8,718 Segment contribution (loss) 747 (2,602 ) (2,127 ) (3,982 ) Stock-based compensation 19 31 314 364 Depreciation and amortization 1,056 - - 1,056 Operating loss $ (328 ) $ (2,633 ) $ (2,441 ) $ (5,402 ) Nine months ended September 30, 2022 Residential Solar Commercial Solar Corporate Total Net revenue $ 95,569 $ 12,737 $ - $ 108,306 Cost of goods sold 47,646 11,354 30 59,030 Gross profit 47,923 1,383 (30 ) 49,276 Operating expenses Selling and marketing 38,068 2,530 722 41,320 General and administrative 13,810 4,941 5,274 24,025 Segment loss (3,955 ) (6,088 ) (6,026 ) (16,069 ) Segment contribution (loss) (3,955 ) (6,088 ) (6,026 ) (16,069 ) Stock-based compensation 740 101 1,178 2,019 Depreciation and amortization 3,177 - - 3,177 Operating loss $ (7,872 ) $ (6,189 ) $ (7,204 ) $ (21,265 ) Assets by operating segment are as follows: September 30, (in thousands) Operating Segment: Residential Solar $ 93,956 Commercial Solar 15,818 Corporate 11,594 Total Consolidated Assets $ 121,368 |
RIGHT-OF-USE OPERATING LEASES
RIGHT-OF-USE OPERATING LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Right-of-use Operating Leases | |
RIGHT-OF-USE OPERATING LEASES | 6. RIGHT-OF-USE OPERATING LEASES The Company has right-of-use (“ROU”) operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 5 The Company’s operating lease expense for the three and nine months ended September 30, 2022 amounted to $ 373 1,184 394 1,086 373 1,184 811 1,184 Supplemental balance sheet information related to leases is as follows: SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION September 30, (in thousands) Operating lease right-of-use assets $ 1,937 Operating lease liabilities—short term 905 Operating lease liabilities—long term 1,032 Total operating lease liabilities $ 1,937 As of September 30, 2022, the weighted average remaining lease term was 3.0 3.0 Minimum payments for the operating leases are as follows: SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES Operating Leases (in thousands) Remainder of 2022 $ 264 2023 806 2024 353 2025 297 2026 278 Thereafter - Total lease payments $ 1,998 Less: imputed interest 61 Total $ 1,937 |
RIGHT-OF-USE FINANCE LEASES
RIGHT-OF-USE FINANCE LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Right-of-use Finance Leases | |
RIGHT-OF-USE FINANCE LEASES | 7. RIGHT-OF-USE FINANCE LEASES The Company has finance leases for vehicles. The Company’s finance leases have remaining lease terms of 1 4 Supplemental balance sheet information related to finance leases is as follows: SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION September 30, (in thousands) Finance lease right-of-use asset cost $ 2,761 Finance lease right-of-use accumulated amortization (873 ) Finance lease right of use asset, net $ 1,888 Finance lease obligation—short term $ 491 Finance lease obligation—long term 997 Total finance lease obligation $ 1,488 As of September 30, 2022, the weighted average remaining lease term was 3.2 5.2 Minimum finance lease payments for the remaining lease terms are as follows: SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES September 30, (in thousands) Remainder of 2022 $ 159 2023 517 2024 385 2025 355 2026 197 Thereafter - Total lease payments $ 1,613 Less: imputed interest 125 Total $ 1,488 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 8. INTANGIBLE ASSETS, NET The Company’s intangible assets at September 30, 2022 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization Cost Accumulated amortization Net Trademarks 10 $ 5,200 $ (780 ) $ 4,420 Backlog of projects 9 2,000 (2,000 ) - Covenant not-to-compete 3 2,400 (1,200 ) 1,200 Software (included in property and equipment) 3 3,400 (1,700 ) 1,700 Dealer relationships 18 2,600 (2,600 ) - $ 15,600 $ (8,280 ) $ 7,320 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 expense for intangible assets for the three and nine months ended September 30, 2022 was as follows: SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS For the For the Three Months Nine Months September 30, September 30, Trademarks $ 130 $ 390 Covenant not-to-compete 200 600 Software 283 850 Dealer relationships 434 1,300 Amortization expenses for intangible assets $ 1,047 $ 3,140 Estimated future amortization expense for the Company’s intangible assets as of September 30, 2022 is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Years ending December 31, Remainder of 2022 $ 613 2023 $ 2,453 2024 $ 1,004 2025 $ 520 2026 $ 520 Thereafter $ 2,210 Depreciation and amortization expense on property and equipment and intangible assets for the three and nine months ended September 30, 2022 was $ 1,232 3,827 1,930 3,900 |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE | 9. PAYCHECK PROTECTION PROGRAM LOAN PAYABLE On April 28, 2020, the Company’s operating subsidiary, Sunworks United received a loan of $ 2,847 2,847 loan was fully forgiven, together with $ 34 of accrued interest. As a result, the Company recorded a gain on extinguishment of the debt which is included in other income on the condensed consolidated statements of operations for the nine months ended September 30, 2021. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
CAPITAL STOCK | 10. CAPITAL STOCK Roth/Northland Sales Agreement At The Market Offering On June 8, 2022, the Company entered into a Sales Agreement (the “Roth/Northland Sales Agreement”) with Roth Capital Partners, LLC and Northland Securities, Inc. (each an “Agent” and collectively, the “Agents”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $ 26,800 of shares of the Company’s common stock (the “June 2022 Placement Shares”), through the Agents. On June 8, 2022, the Company filed a prospectus supplement with the Securities and Exchange Commission (“SEC”) that covers the sale of June 2022 Placement Shares to be sold under the Sales Agreement (the “2022 Prospectus Supplement”). The June 2022 Placement Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registration Statement on Form S-3 (File No. 333-252475) (the “2021 Registration Statement”), which was originally filed with the SEC on January 27, 2021 and declared effective by the SEC on February 3, 2021, the base prospectus contained within the 2021 Registration Statement, and the 2022 Prospectus Supplement. The June 2022 Placement Shares may be sold by the Company in “at the market offerings,” as defined in Rule 415 promulgated under the Securities Act, through the Agents. During the third quarter of 2022, 2,213,074 7,467 3.37 7,285 3.29 Roth Sales Agreement At The Market Offering On February 10, 2021, the Company entered into a Sales Agreement (the “Roth Sales Agreement”) with Roth Capital Partners, LLC (the “Agent RCP”), pursuant to which the Company could offer and sell from time to time, through the Agent RCP, shares of the Company’s common stock, (“the 2021 Placement Shares”), registered under the Securities Act, pursuant to the 2021 Registration Statement. On October 21, 2021, the Company filed a prospectus supplement with the SEC, (the “2021 Prospectus Supplement”) pursuant to which the Company could offer and sell from time to time, through the Agent RCP, up to $ 25,000 During the first quarter of 2022, 2,757,830 7,974 2.89 7,814 2.83 During the second quarter of 2022, 783,257 2,080 2.66 2,005 2.56 In connection with the filing of the 2022 Prospectus Supplement for June 2022 Placement Shares, the Roth Sales Agreement and the 2021 Prospectus Supplement were terminated. 2022 Registration Statement On June 1, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-265336) (the “2022 Registration Statement”) with the SEC. The 2022 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $ 75,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 11. STOCK-BASED COMPENSATION Options As of September 30, 2022, the Company has incentive stock options and non-qualified stock options outstanding to purchase 236,720 five years 2.52 12.15 A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2022, is as follows: SCHEDULE OF STOCK OPTIONS ACTIVITY Weighted Number Average of Exercise Options Price Outstanding, at December 31, 2021 290,684 $ 11.65 Granted - - Exercised - - Forfeited (48,251 ) 11.50 Expired (5,713 ) 10.50 Outstanding and expected to vest as of September 30, 2022 236,720 $ 11.71 Exercisable at September 30, 2022 236,720 $ 11.71 Weighted average fair value of options granted during period $ - The following summarizes the options to purchase shares of the Company’s common stock which were outstanding at September 30, 2022: SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING Weighted Average Remaining Exercise Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 8.68 7,142 7,142 0.62 $ 7.63 2,142 2,142 0.66 $ 3.07 3,071 3,071 1.88 $ 2.52 4,365 4,365 2.01 $ 12.15 220,000 220,000 3.53 236,720 236,720 Aggregate intrinsic value of options outstanding and exercisable at September 30, 2022, and December 31, 2021 was $ 1 2 2.79 3.07 The Company recorded stock-based compensation expense for stock options of $ 1 674 605 1,355 Restricted Stock Units The following table summarizes the Company’s restricted stock unit activity during the nine months ended September 30, 2022: SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY Weighted Number Of Shares Grant Date Value per Unvested, beginning December 31, 2021 1,185,889 $ 5.11 Granted 167,208 $ 2.44 Vested (224,166 ) $ 9.55 Forfeited (48,017 ) $ 3.35 Unvested at September 30, 2022 1,080,914 $ 3.85 The Company recorded RSU compensation expense for RSUs of $ 363 1,345 601 1,115 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS Subsequent events have been evaluated from the condensed consolidated balance sheet date of September 30, 2022 through the date of this Quarterly Report. Based on management’s evaluation, there are no events that required recognition or disclosure in the Company’s accompanying condensed consolidated financial statements or the related notes thereto. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Sunworks, Inc., and its wholly owned operating subsidiaries: Sunworks United Inc., Commercial Solar Energy, Inc. and Solcius LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current presentation. The reclassifications impact historical cost of goods sold, depreciation, amortization and general and administrative expenses. During the quarter ended September 30, 2021, $ 201 667 478 407 1,333 771 |
Change in Accounting Estimate | Change in Accounting Estimate In July 2022, we completed an assessment of the contract fulfillment costs that give rise to an asset for residential contracts. We determined that additional specifically identifiable costs related directly to residential contracts can be capitalized, in accordance with Accounting Standards Codification (“ASC”) Section 340-40. The additional capitalized costs of approximately $ 2,794 |
Segment Reporting | Segment Reporting We currently operate in three segments based upon our organizational structure and the way in which our operations are managed and evaluated. Our largest segment is Residential Solar which are projects smaller in size and shorter in duration. Our second operating segment is Commercial Solar Energy which includes projects that are commonly larger in size and longer in duration serving commercial, industrial, agricultural and public works customers. Our third segment is the Corporate, which is responsible for general company oversight and management. Disaggregating the corporate costs from the residential and commercial operations simplifies the performance evaluation of the Residential Solar and Commercial Solar Energy segments. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, intangibles, impairments and estimations of long-lived assets, revenue recognition on construction contracts recognized over time, fair value of assets acquired and liabilities assumed in a business combination, allowances for uncollectible accounts, finance lease right-of-use assets and liabilities, operating lease right-of-use assets and liabilities, warranty reserves, inventory valuation, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
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 ASC 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, engineering, procurement and construction (“EPC”) projects for residential and smaller commercial systems that require us to deliver functioning solar power systems are generally completed within two to twelve months from commencement of construction. Construction on larger commercial projects may be completed within eighteen to thirty-six months, depending on the size and location. We recognize revenue from commercial EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer. For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection. We recognize revenue for systems operations and maintenance over the term of the service period. For commercial projects, we commence recognizing performance revenue when work starts on the job and continue recognizing revenue over time as work is performed based on the ratio of costs incurred, excluding modules and components, compared to the total estimated non-materials costs at completion of the performance obligations. Judgment is required to evaluate assumptions including the amount of net contract revenue and the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If estimated total costs on any contract are greater than the net contract revenue, the Company recognizes the entire estimated loss in the period the loss becomes known. Changes in estimates for commercial projects occur for a variety of reasons, including, but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in the Company’s condensed consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the three and nine months ended September 30, 2022 and 2021 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, are presented. Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects. SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE Three Months Ended Nine Months Ended (In thousands, except number of projects) September 30, September 30, September 30, September 30, Increase in revenue from net changes in transaction prices $ - $ - $ 484 $ 190 Increase (decrease) in revenue from net changes in input cost estimates - 1,307 (500 ) 985 Net increase (decrease) in revenue from net changes in estimates $ - $ 1,307 $ (16 ) $ 1,175 Number of projects - 4 3 6 Net change in estimate as a percentage of aggregate revenue for associated projects 0.0 % 17.3 % (0.2 )% 11.3 % |
Contract Assets and Liabilities | 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 all installation materials, commissions, installation labor, benefit 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, December 31, Contract Assets $ 24,722 $ 14,498 Contract Liabilities $ 26,695 $ 12,201 During the three and nine months ended September 30, 2022, the Company recognized revenue of $ 486 8,295 1,942 4,376 The following table represents the average percentage of completion as of September 30, 2022 for EPC projects that the Company is constructing. The Company expects to recognize $ 39,695 SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS Project Revenue Category Expected Years Average Percentage Various Projects EPC services 2022 - 2023 38.5 % |
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 holders of common stock by the weighted-average number of shares of common stock outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares of common stock were dilutive. The shares for employee options, restricted stock, warrants and convertible notes were not used in the calculation of the net loss per share. A net loss causes all outstanding common stock options and unvested restricted stock units (“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, 2022 and 2021, respectively. As of September 30, 2022, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 236,720 1,080,914 As of September 30, 2021, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 307,698 317,500 Dilutive per share amounts are computed using the weighted-average number of shares of common stock outstanding and potentially dilutive securities, using the treasury stock method, if their effect would be dilutive. |
New Accounting Pronouncements | New Accounting Pronouncements Management reviewed currently issued pronouncements during the nine months ended September 30, 2022, and believes that any recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE | SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE Three Months Ended Nine Months Ended (In thousands, except number of projects) September 30, September 30, September 30, September 30, Increase in revenue from net changes in transaction prices $ - $ - $ 484 $ 190 Increase (decrease) in revenue from net changes in input cost estimates - 1,307 (500 ) 985 Net increase (decrease) in revenue from net changes in estimates $ - $ 1,307 $ (16 ) $ 1,175 Number of projects - 4 3 6 Net change in estimate as a percentage of aggregate revenue for associated projects 0.0 % 17.3 % (0.2 )% 11.3 % |
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES | SCHEDULE OF CONTRACT ASSETS AND LIABILITIES As of (In thousands) September 30, December 31, Contract Assets $ 24,722 $ 14,498 Contract Liabilities $ 26,695 $ 12,201 |
SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS | SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS Project Revenue Category Expected Years Average Percentage Various Projects EPC services 2022 - 2023 38.5 % |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 143 Deposits 91 Operating lease right-of-use asset 1,885 Finance lease right-of-use assets 1,200 Other intangible assets 15,600 Identifiable assets acquired 34,912 Accounts payable and accrued liabilities (6,957 ) Contract liabilities (5,273 ) Operating and finance lease liabilities (2,757 ) Liabilities assumed (14,987 ) Net identifiable assets acquired 19,925 Goodwill 32,186 Net assets acquired $ 52,111 |
SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS | SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (In thousands) Revenue, net $ 40,713 $ 31,220 $ 108,306 $ 95,564 Net Loss $ (4,960 ) $ (4,380 ) $ (18,930 ) $ (8,806 ) |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and 2021: SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 2022 2021 Three months ended Nine months ended (In thousands) 2022 2021 2022 2021 Residential $ 37,253 $ 24,584 $ 97,416 $ 51,044 Commercial 3,049 4,795 8,593 14,011 Public Works 411 1,841 2,297 4,425 Total $ 40,713 $ 31,220 $ 108,306 $ 69,480 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT | 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, 2022. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT Three months ended September 30, 2022 Residential Solar Commercial Solar Corporate Total Net revenue $ 36,659 $ 4,054 $ - $ 40,713 Cost of goods sold 17,132 4,050 22 21,204 Gross profit (loss) 19,527 4 (22 ) 19,509 Operating expenses Selling and marketing 13,711 809 253 14,773 General and administrative 5,069 1,797 1,852 8,718 Segment contribution (loss) 747 (2,602 ) (2,127 ) (3,982 ) Stock-based compensation 19 31 314 364 Depreciation and amortization 1,056 - - 1,056 Operating loss $ (328 ) $ (2,633 ) $ (2,441 ) $ (5,402 ) Nine months ended September 30, 2022 Residential Solar Commercial Solar Corporate Total Net revenue $ 95,569 $ 12,737 $ - $ 108,306 Cost of goods sold 47,646 11,354 30 59,030 Gross profit 47,923 1,383 (30 ) 49,276 Operating expenses Selling and marketing 38,068 2,530 722 41,320 General and administrative 13,810 4,941 5,274 24,025 Segment loss (3,955 ) (6,088 ) (6,026 ) (16,069 ) Segment contribution (loss) (3,955 ) (6,088 ) (6,026 ) (16,069 ) Stock-based compensation 740 101 1,178 2,019 Depreciation and amortization 3,177 - - 3,177 Operating loss $ (7,872 ) $ (6,189 ) $ (7,204 ) $ (21,265 ) Assets by operating segment are as follows: September 30, (in thousands) Operating Segment: Residential Solar $ 93,956 Commercial Solar 15,818 Corporate 11,594 Total Consolidated Assets $ 121,368 |
RIGHT-OF-USE OPERATING LEASES (
RIGHT-OF-USE OPERATING LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, (in thousands) Operating lease right-of-use assets $ 1,937 Operating lease liabilities—short term 905 Operating lease liabilities—long term 1,032 Total operating lease liabilities $ 1,937 |
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 2022 $ 264 2023 806 2024 353 2025 297 2026 278 Thereafter - Total lease payments $ 1,998 Less: imputed interest 61 Total $ 1,937 |
RIGHT-OF-USE FINANCE LEASES (Ta
RIGHT-OF-USE FINANCE LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, (in thousands) Finance lease right-of-use asset cost $ 2,761 Finance lease right-of-use accumulated amortization (873 ) Finance lease right of use asset, net $ 1,888 Finance lease obligation—short term $ 491 Finance lease obligation—long term 997 Total finance lease obligation $ 1,488 |
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, (in thousands) Remainder of 2022 $ 159 2023 517 2024 385 2025 355 2026 197 Thereafter - Total lease payments $ 1,613 Less: imputed interest 125 Total $ 1,488 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The Company’s intangible assets at September 30, 2022 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization Cost Accumulated amortization Net Trademarks 10 $ 5,200 $ (780 ) $ 4,420 Backlog of projects 9 2,000 (2,000 ) - Covenant not-to-compete 3 2,400 (1,200 ) 1,200 Software (included in property and equipment) 3 3,400 (1,700 ) 1,700 Dealer relationships 18 2,600 (2,600 ) - $ 15,600 $ (8,280 ) $ 7,320 |
SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS | Amortization expense for intangible assets for the three and nine months ended September 30, 2022 was as follows: SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS For the For the Three Months Nine Months September 30, September 30, Trademarks $ 130 $ 390 Covenant not-to-compete 200 600 Software 283 850 Dealer relationships 434 1,300 Amortization expenses for intangible assets $ 1,047 $ 3,140 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS | Estimated future amortization expense for the Company’s intangible assets as of September 30, 2022 is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Years ending December 31, Remainder of 2022 $ 613 2023 $ 2,453 2024 $ 1,004 2025 $ 520 2026 $ 520 Thereafter $ 2,210 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTIONS ACTIVITY | A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2022, is as follows: SCHEDULE OF STOCK OPTIONS ACTIVITY Weighted Number Average of Exercise Options Price Outstanding, at December 31, 2021 290,684 $ 11.65 Granted - - Exercised - - Forfeited (48,251 ) 11.50 Expired (5,713 ) 10.50 Outstanding and expected to vest as of September 30, 2022 236,720 $ 11.71 Exercisable at September 30, 2022 236,720 $ 11.71 Weighted average fair value of options granted during period $ - |
SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING | The following summarizes the options to purchase shares of the Company’s common stock which were outstanding at September 30, 2022: SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING Weighted Average Remaining Exercise Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 8.68 7,142 7,142 0.62 $ 7.63 2,142 2,142 0.66 $ 3.07 3,071 3,071 1.88 $ 2.52 4,365 4,365 2.01 $ 12.15 220,000 220,000 3.53 236,720 236,720 |
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY | The following table summarizes the Company’s restricted stock unit activity during the nine months ended September 30, 2022: SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY Weighted Number Of Shares Grant Date Value per Unvested, beginning December 31, 2021 1,185,889 $ 5.11 Granted 167,208 $ 2.44 Vested (224,166 ) $ 9.55 Forfeited (48,017 ) $ 3.35 Unvested at September 30, 2022 1,080,914 $ 3.85 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) $ in Thousands | Apr. 08, 2021 USD ($) |
Purchase Agreement [Member] | Solcius Acquisition [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Payments to acquire businesses | $ 51,750 |
SCHEDULE OF CHANGES IN ESTIMATE
SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE (Details) Projects in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) Projects | Sep. 30, 2022 USD ($) Projects | Sep. 30, 2021 USD ($) Projects | |
Accounting Policies [Abstract] | ||||
Increase in revenue from net changes in transaction prices | $ 484 | $ 190 | ||
Increase (decrease) in revenue from net changes in input cost estimates | 1,307 | (500) | 985 | |
Net increase (decrease) in revenue from net changes in estimates | $ 1,307 | $ (16) | $ 1,175 | |
Number of projects | Projects | 4 | 3 | 6 | |
Net change in estimate as a percentage of aggregate revenue for associated projects | 0% | 17.30% | (20.00%) | 11.30% |
SCHEDULE OF CONTRACT ASSETS AND
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Contract Assets | $ 24,722 | $ 14,498 |
Contract Liabilities | $ 26,695 | $ 12,201 |
SCHEDULE OF REVENUE RECOGNIZE U
SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Project | Various Projects |
Revenue Category | EPC services |
Expected Year Revenue Recognition Will Be Completed | 2022 - 2023 |
Average Percentage of Revenue Recognized | 38.50% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Depreciation | $ 3,827 | $ 3,900 | ||
General and administrative expense | $ 8,718 | $ 7,185 | 24,025 | 17,081 |
Professional and contract services expense | 2,794 | |||
Contract with Customer, Liability, Revenue Recognized | $ 486 | 8,295 | ||
Contract with Customer, Liability, Revenue Recognized | 1,942 | $ 4,376 | ||
Revenue from contract with customer transfer of control projects | $ 39,695 | |||
Equity Option [Member] | ||||
Potentially dilutive securities | 236,720 | 307,698 | ||
Unvested Restricted Stock Units [Member] | ||||
Potentially dilutive securities | 1,080,914 | 317,500 | ||
Previously Reported [Member] | ||||
Depreciation | 201 | $ 407 | ||
Amortization | 667 | 1,333 | ||
General and administrative expense | $ 478 | $ 771 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED (Details) - USD ($) $ in Thousands | Apr. 08, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 32,186 | $ 32,186 | |
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 | 143 | ||
Deposits | 91 | ||
Operating lease right-of-use asset | 1,885 | ||
Finance lease right-of-use assets | 1,200 | ||
Other intangible assets | 15,600 | ||
Identifiable assets acquired | 34,912 | ||
Accounts payable and accrued liabilities | (6,957) | ||
Contract liabilities | (5,273) | ||
Operating and finance lease liabilities | (2,757) | ||
Liabilities assumed | (14,987) | ||
Net identifiable assets acquired | 19,925 | ||
Goodwill | 32,186 | ||
Net assets acquired | $ 52,111 |
SCHEDULE OF BUSINESS ACQUISIT_2
SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenue, net | $ 40,713 | $ 31,220 | $ 108,306 | $ 95,564 |
Net Loss | $ (4,960) | $ (4,380) | $ (18,930) | $ (8,806) |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - Solcius Holdings, LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 08, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 51,750 | ||||
Business combination, consideration transferred | 52,111 | ||||
Other intangible assets | $ 15,600 | ||||
Business acquisition, transaction costs | $ 0 | $ 25 | $ 0 | $ 774 | |
Elimination of transaction expenses | $ 774 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 40,713 | $ 31,220 | $ 108,306 | $ 69,480 |
Residential [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 37,253 | 24,584 | 97,416 | 51,044 |
Commercial [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 3,049 | 4,795 | 8,593 | 14,011 |
Public Works [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 411 | $ 1,841 | $ 2,297 | $ 4,425 |
SCHEDULE OF SEGMENT REPORTING I
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 40,713 | $ 31,220 | $ 108,306 | $ 69,480 | |
Cost of goods sold | 21,204 | 18,150 | 59,030 | 42,348 | |
Gross profit | 19,509 | 13,070 | 49,276 | 27,132 | |
Operating expenses | |||||
Selling and marketing | 14,773 | 10,072 | 41,320 | 21,468 | |
General and administrative | 8,718 | 7,185 | 24,025 | 17,081 | |
Segment contribution (loss) | (3,982) | (16,069) | |||
Stock-based compensation | 364 | 1,206 | 2,019 | 2,470 | |
Depreciation and amortization | 1,056 | 1,062 | 3,177 | 2,160 | |
Operating loss | (5,402) | $ (6,455) | (21,265) | $ (16,047) | |
Total Consolidated Assets | 121,368 | 121,368 | $ 100,813 | ||
Residential Solar [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 36,659 | 95,569 | |||
Cost of goods sold | 17,132 | 47,646 | |||
Gross profit | 19,527 | 47,923 | |||
Operating expenses | |||||
Selling and marketing | 13,711 | 38,068 | |||
General and administrative | 5,069 | 13,810 | |||
Segment contribution (loss) | 747 | (3,955) | |||
Stock-based compensation | 19 | 740 | |||
Depreciation and amortization | 1,056 | 3,177 | |||
Operating loss | (328) | (7,872) | |||
Total Consolidated Assets | 93,956 | 93,956 | |||
Commercial Solar [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 4,054 | 12,737 | |||
Cost of goods sold | 4,050 | 11,354 | |||
Gross profit | 4 | 1,383 | |||
Operating expenses | |||||
Selling and marketing | 809 | 2,530 | |||
General and administrative | 1,797 | 4,941 | |||
Segment contribution (loss) | (2,602) | (6,088) | |||
Stock-based compensation | 31 | 101 | |||
Depreciation and amortization | |||||
Operating loss | (2,633) | (6,189) | |||
Total Consolidated Assets | 15,818 | 15,818 | |||
Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | |||||
Cost of goods sold | 22 | 30 | |||
Gross profit | (22) | (30) | |||
Operating expenses | |||||
Selling and marketing | 253 | 722 | |||
General and administrative | 1,852 | 5,274 | |||
Segment contribution (loss) | (2,127) | (6,026) | |||
Stock-based compensation | 314 | 1,178 | |||
Depreciation and amortization | |||||
Operating loss | (2,441) | (7,204) | |||
Total Consolidated Assets | $ 11,594 | $ 11,594 |
SCHEDULE OF OPERATING LEASES SU
SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Right-of-use Operating Leases | ||
Operating lease right-of-use assets | $ 1,937 | $ 2,502 |
Operating lease liabilities—short term | 905 | 993 |
Operating lease liabilities—long term | 1,032 | $ 1,509 |
Total operating lease liabilities | $ 1,937 |
SCHEDULE OF MATURITIES FOR OPER
SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Right-of-use Operating Leases | |
Remainder of 2022 | $ 264 |
2023 | 806 |
2024 | 353 |
2025 | 297 |
2026 | 278 |
Thereafter | |
Total lease payments | 1,998 |
Less: imputed interest | 61 |
Total | $ 1,937 |
RIGHT-OF-USE OPERATING LEASES_2
RIGHT-OF-USE OPERATING LEASES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating lease expense | $ 373,000 | $ 394,000 | $ 1,184,000 | $ 1,086,000 |
Operating lease payments | $ 373,000 | 1,184,000 | ||
Operating lease right of use asset amortization expenses | 811 | |||
Short term lease expense | $ 1,184,000 | |||
Operating lease, weighted average remaining lease term | 3 years | 3 years | ||
Operating lease, weighted average discount rate | 3% | 3% | ||
Minimum [Member] | ||||
Operating lease, term | 1 year | 1 year | ||
Maximum [Member] | ||||
Operating lease, term | 5 years | 5 years |
SCHEDULE OF FINANCE LEASES SUPP
SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Right-of-use Finance Leases | ||
Finance lease right-of-use asset cost | $ 2,761 | |
Finance lease right-of-use accumulated amortization | (873) | |
Finance lease right of use asset, net | 1,888 | $ 1,407 |
Finance lease obligation—short term | 491 | 424 |
Finance lease obligation—long term | 997 | $ 542 |
Total finance lease obligation | $ 1,488 |
SCHEDULE OF MATURITIES FOR FINA
SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Right-of-use Finance Leases | |
Remainder of 2022 | $ 159 |
2023 | 517 |
2024 | 385 |
2025 | 355 |
2026 | 197 |
Thereafter | |
Total lease payments | 1,613 |
Less: imputed interest | 125 |
Total | $ 1,488 |
RIGHT-OF-USE FINANCE LEASES (De
RIGHT-OF-USE FINANCE LEASES (Details Narrative) | Sep. 30, 2022 |
Finance lease, weighted average remaining lease term | 3 years 2 months 12 days |
Finance lease, weighted average discount rate, percent | 5.20% |
Minimum [Member] | |
Lessee, finance lease, term of contract | 1 year |
Maximum [Member] | |
Lessee, finance lease, term of contract | 4 years |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Cost | $ 15,600 |
Intangible assets, Accumulated amortization | (8,280) |
Intangible assets, Net carrying value | $ 7,320 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 10 years |
Intangible assets, Cost | $ 5,200 |
Intangible assets, Accumulated amortization | (780) |
Intangible assets, Net carrying value | $ 4,420 |
Backlog of Projects [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 9 months |
Intangible assets, Cost | $ 2,000 |
Intangible assets, Accumulated amortization | (2,000) |
Intangible assets, Net carrying value | |
Covenant Not-to-Compete [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 3 years |
Intangible assets, Cost | $ 2,400 |
Intangible assets, Accumulated amortization | (1,200) |
Intangible assets, Net carrying value | $ 1,200 |
Software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 3 years |
Intangible assets, Cost | $ 3,400 |
Intangible assets, Accumulated amortization | (1,700) |
Intangible assets, Net carrying value | $ 1,700 |
Dealer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 18 months |
Intangible assets, Cost | $ 2,600 |
Intangible assets, Accumulated amortization | (2,600) |
Intangible assets, Net carrying value |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expenses for intangible assets | $ 1,047 | $ 3,140 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expenses for intangible assets | 130 | 390 |
Covenant Not-to-Compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expenses for intangible assets | 200 | 600 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expenses for intangible assets | 283 | 850 |
Dealer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expenses for intangible assets | $ 434 | $ 1,300 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2022 | $ 613 |
2023 | 2,453 |
2024 | 1,004 |
2025 | 520 |
2026 | 520 |
Thereafter | $ 2,210 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Depreciation and amortization expense | $ 1,232 | $ 1,930 | $ 3,827 | $ 3,900 |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE (Details Narrative) - Paycheck Protection Program Loan [Member] - Sun Works United [Member] $ in Thousands | Apr. 28, 2020 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Proceeds from loan | $ 2,847 |
Debt Instrument, Decrease, Forgiveness | 2,847 |
Accrued interest forgiveness | $ 34 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jun. 08, 2022 | Jun. 01, 2022 | Oct. 21, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Gross proceeds from sale of stock | $ 17,104 | $ 48,858 | ||||||
Maximum [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Net proceeds after issuance cost | $ 75,000 | |||||||
Roth/Northland Sales Agreement [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Net proceeds after issuance cost | $ 26,800 | |||||||
Roth Sales Agreement [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Net proceeds after issuance cost | $ 2,005 | |||||||
Sale of stock, number of shares issued in transaction | 783,257 | |||||||
Gross proceeds from sale of stock | $ 2,080 | |||||||
Share price | $ 2.66 | |||||||
Sale of stock, price per share net | $ 2.56 | |||||||
Roth Sales Agreement [Member] | June 2022 Placement Shares [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Net proceeds after issuance cost | $ 7,285 | |||||||
Sale of stock, number of shares issued in transaction | 2,213,074 | |||||||
Gross proceeds from sale of stock | $ 7,467 | |||||||
Share price | $ 3.37 | $ 3.37 | ||||||
Sale of stock, price per share net | $ 3.29 | $ 3.29 | ||||||
Roth Sales Agreement [Member] | 2021 Placement Shares [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Net proceeds after issuance cost | $ 7,814 | |||||||
Sale of stock, number of shares issued in transaction | 2,757,830 | |||||||
Gross proceeds from sale of stock | $ 7,974 | |||||||
Share price | $ 2.89 | |||||||
Sale of stock, price per share net | $ 2.83 | |||||||
Roth Sales Agreement [Member] | 2021 Placement Shares [Member] | Maximum [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Net proceeds after issuance cost | $ 25,000 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of Options Outstanding, Beginning balance | shares | 290,684 |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 11.65 |
Number of Options, Granted | shares | |
Weighted Average Exercise Price, Granted | |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | |
Number of Options, Forfeited | shares | (48,251) |
Weighted Average Exercise Price, Forfeited | $ 11.50 |
Number of Options, Expired | shares | (5,713) |
Weighted Average Exercise Price, Expired | $ 10.50 |
Number of Options Outstanding, Ending balance | shares | 236,720 |
Weighted Average Exercise Price Outstanding, Ending balance | $ 11.71 |
Number of Options Exercisable, Ending balance | shares | 236,720 |
Weighted Average Exercise Price Exercisable, Ending balance | $ 11.71 |
Weighted Average Exercise Price, Weighted average fair value of options granted |
SCHEDULE OF OPTIONS TO PURCHASE
SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding | 236,720 |
Stock Options Exercisable | 236,720 |
Exercise Price One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 8.68 |
Exercisable Price One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding | 7,142 |
Stock Options Exercisable | 7,142 |
Weighted Average Remaining Contractual Life (years) | 7 months 13 days |
Exercise Price Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 7.63 |
Exercisable Price Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding | 2,142 |
Stock Options Exercisable | 2,142 |
Weighted Average Remaining Contractual Life (years) | 7 months 28 days |
Exercise Price Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 3.07 |
Exercisable Price Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding | 3,071 |
Stock Options Exercisable | 3,071 |
Weighted Average Remaining Contractual Life (years) | 1 year 10 months 17 days |
Exercise Price Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 2.52 |
Exercisable Price Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding | 4,365 |
Stock Options Exercisable | 4,365 |
Weighted Average Remaining Contractual Life (years) | 2 years 3 days |
Exercise Price Five [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 12.15 |
Exercisable Price Five [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding | 220,000 |
Stock Options Exercisable | 220,000 |
Weighted Average Remaining Contractual Life (years) | 3 years 6 months 10 days |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Unvested, Beginning | shares | 1,185,889 |
Weighted Average Grant Date Value, Unvested, Beginning | $ / shares | $ 5.11 |
Number of Shares, Granted | shares | 167,208 |
Weighted Average Grant Date Value, Granted | $ / shares | $ 2.44 |
Number of Shares, Vested | shares | (224,166) |
Weighted Average Grant Date Value, Vested | $ / shares | $ 9.55 |
Number of Shares, Forfeited | shares | (48,017) |
Weighted Average Grant Date Value, Forfeited | $ / shares | $ 3.35 |
Number of Shares Unvested, Ending | shares | 1,080,914 |
Weighted Average Grant Date Value, Unvetsed, Ending | $ / shares | $ 3.85 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock options outstanding | 236,720 | 236,720 | 290,684 | ||
Options exercise price | $ 11.71 | $ 11.71 | $ 11.65 | ||
Share-Based Payment Arrangement, Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock options outstanding | 236,720 | 236,720 | |||
Vesting term | 5 years | ||||
Options aggregrate intrinsic value | $ 1 | $ 1 | $ 2 | ||
Share price | $ 2.79 | $ 2.79 | $ 3.07 | ||
Stock based compensation expenses | $ 1 | $ 605 | $ 674 | $ 1,355 | |
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options exercise price | $ 2.52 | $ 2.52 | |||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options exercise price | $ 12.15 | $ 12.15 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock based compensation expenses | $ 363 | $ 601 | $ 1,345 | $ 1,115 |