Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 $0.001 per share | |
Trading Symbol | SUNW | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 56,784,147 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 2,197 | $ 7,807 |
Restricted cash | 250 | 248 |
Accounts receivable, net | 10,203 | 13,873 |
Inventory | 16,379 | 26,401 |
Contract assets | 16,714 | 20,699 |
Other current assets | 3,557 | 5,824 |
Total Current Assets | 49,300 | 74,852 |
Property and equipment, net | 1,156 | 2,154 |
Finance lease right-of-use assets, net | 4,156 | 2,487 |
Operating lease right-of-use assets, net | 2,203 | 2,779 |
Deposits | 202 | 192 |
Intangible assets, net | 4,300 | 5,290 |
Goodwill | 6,186 | 32,186 |
Total Assets | 67,503 | 119,940 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 18,587 | 24,567 |
Contract liabilities | 19,280 | 24,960 |
Finance lease liabilities, current portion | 1,115 | 631 |
Operating lease liabilities, current portion | 915 | 1,098 |
Total Current Liabilities | 39,897 | 51,256 |
Long-Term Liabilities: | ||
Finance lease liabilities, net of current portion | 2,933 | 1,470 |
Operating lease liabilities, net of current portion | 1,288 | 1,681 |
Warranty liability | 1,776 | 1,596 |
Total Long-Term Liabilities | 5,997 | 4,747 |
Total Liabilities | 45,894 | 56,003 |
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; 100,000,000 authorized shares; 48,934,447 and 35,374,978 shares issued and outstanding, at September 30, 2023 and December 31, 2022, respectively | 49 | 35 |
Additional paid-in capital | 220,501 | 207,373 |
Accumulated deficit | (198,941) | (143,471) |
Total Shareholders’ Equity | 21,609 | 63,937 |
Total Liabilities and Shareholders’ Equity | $ 67,503 | $ 119,940 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 48,934,447 | 35,374,978 |
Common stock, shares outstanding | 48,934,447 | 35,374,978 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 28,696 | $ 40,713 | $ 101,234 | $ 108,306 |
Cost of Goods Sold | 20,522 | 21,204 | 69,696 | 59,030 |
Gross Profit | 8,174 | 19,509 | 31,538 | 49,276 |
Operating Expenses: | ||||
Selling and marketing | 7,801 | 14,773 | 31,847 | 41,320 |
General and administrative | 9,441 | 8,718 | 28,057 | 24,025 |
Goodwill impairment | 26,000 | 26,000 | ||
Stock-based compensation | 477 | 364 | 1,357 | 2,019 |
Depreciation and amortization | 623 | 1,056 | 1,868 | 3,177 |
Total Operating Expenses | 44,342 | 24,911 | 89,129 | 70,541 |
Operating Loss | (36,168) | (5,402) | (57,591) | (21,265) |
Other Income (Expense) | ||||
Other income (expense), net | 54 | (6) | 4,103 | 46 |
Interest expense | (394) | (50) | (636) | (115) |
Gain (loss) on disposal of property and equipment | 104 | 65 | (1,234) | 243 |
Total Other Income (Expense), net | (236) | 9 | 2,233 | 174 |
Loss before Income Taxes | (36,404) | (5,393) | (55,358) | (21,091) |
Income Tax Expense | 112 | 94 | ||
Net Loss | $ (36,404) | $ (5,393) | $ (55,470) | $ (21,185) |
LOSS PER SHARE: | ||||
Basic | $ (0.84) | $ (0.16) | $ (1.43) | $ (0.66) |
Diluted | $ (0.84) | $ (0.16) | $ (1.43) | $ (0.66) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic | 43,569,953 | 33,626,405 | 38,867,833 | 32,027,304 |
Diluted | 43,569,953 | 33,626,405 | 38,867,833 | 32,027,304 |
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 |
Balance at Dec. 31, 2021 | $ 29 | $ 187,997 | $ (115,260) | $ 72,766 |
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, net | $ 3 | 7,811 | 7,814 | |
Sales of common stock pursuant to S-3 registration statement, net, shares | 2,757,830 | |||
Net loss | (8,207) | (8,207) | ||
Balance at Mar. 31, 2022 | $ 32 | 197,092 | (123,467) | 73,657 |
Balance, shares at Mar. 31, 2022 | 32,073,268 | |||
Balance at Dec. 31, 2021 | $ 29 | 187,997 | (115,260) | 72,766 |
Balance, shares at Dec. 31, 2021 | 29,193,772 | |||
Net loss | (21,185) | |||
Balance at Sep. 30, 2022 | $ 35 | 207,067 | (136,445) | 70,657 |
Balance, shares at Sep. 30, 2022 | 35,161,648 | |||
Balance at Mar. 31, 2022 | $ 32 | 197,092 | (123,467) | 73,657 |
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 | |||
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) | |||
Sales of common stock pursuant to S-3 registration statement, net | $ 1 | 2,004 | 2,005 | |
Sales of common stock pursuant to S-3 registration statement, net, shares | 783,257 | |||
Net loss | (7,585) | (7,585) | ||
Balance at Jun. 30, 2022 | $ 33 | 199,433 | (131,052) | 68,414 |
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 | |||
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) | |||
Sales of common stock pursuant to S-3 registration statement, net | $ 2 | 7,283 | 7,285 | |
Sales of common stock pursuant to S-3 registration statement, net, shares | 2,213,074 | |||
Net loss | (5,393) | (5,393) | ||
Balance at Sep. 30, 2022 | $ 35 | 207,067 | (136,445) | 70,657 |
Balance, shares at Sep. 30, 2022 | 35,161,648 | |||
Balance at Dec. 31, 2022 | $ 35 | 207,373 | (143,471) | 63,937 |
Balance, shares at Dec. 31, 2022 | 35,374,978 | |||
Stock-based compensation | 444 | 444 | ||
Issuance of common stock under terms of restricted stock grants | ||||
Issuance of common stock under terms of restricted stock grants, shares | 104,267 | |||
Tax withholdings related to net share settlements of equity awards | (39) | (39) | ||
Tax withholdings related to net share settlements of equity awards, shares | (13,271) | |||
Sales of common stock pursuant to S-3 registration statement, net | $ 1 | 141 | 142 | |
Sales of common stock pursuant to S-3 registration statement, net, shares | 100,000 | |||
Net loss | (6,390) | (6,390) | ||
Balance at Mar. 31, 2023 | $ 36 | 207,919 | (149,861) | 58,094 |
Balance, shares at Mar. 31, 2023 | 35,565,974 | |||
Balance at Dec. 31, 2022 | $ 35 | 207,373 | (143,471) | $ 63,937 |
Balance, shares at Dec. 31, 2022 | 35,374,978 | |||
Sales of common stock pursuant to S-3 registration statement, net, shares | 5,993,205 | |||
Net loss | $ (55,470) | |||
Balance at Sep. 30, 2023 | $ 49 | 220,501 | (198,941) | 21,609 |
Balance, shares at Sep. 30, 2023 | 48,934,447 | |||
Balance at Mar. 31, 2023 | $ 36 | 207,919 | (149,861) | 58,094 |
Balance, shares at Mar. 31, 2023 | 35,565,974 | |||
Stock-based compensation | 436 | 436 | ||
Issuance of common stock under terms of restricted stock grants | ||||
Issuance of common stock under terms of restricted stock grants, shares | 73,763 | |||
Tax withholdings related to net share settlements of equity awards | (4) | (4) | ||
Tax withholdings related to net share settlements of equity awards, shares | (3,598) | |||
Sales of common stock pursuant to S-3 registration statement, net | $ 1 | 1,557 | 1,558 | |
Sales of common stock pursuant to S-3 registration statement, net, shares | 1,294,743 | |||
Net loss | (12,676) | (12,676) | ||
Registered direct sale of common stock pursuant to S-3 registration statement, net | $ 4 | 4,286 | 4,290 | |
Registered direct sale of common stock pursuant to S-3 registration statement, net, shares | 4,050,000 | |||
Balance at Jun. 30, 2023 | $ 41 | 214,194 | (162,537) | 51,698 |
Balance, shares at Jun. 30, 2023 | 40,980,882 | |||
Stock-based compensation | 477 | 477 | ||
Issuance of common stock under terms of restricted stock grants | ||||
Issuance of common stock under terms of restricted stock grants, shares | 58,128 | |||
Tax withholdings related to net share settlements of equity awards | (3) | (3) | ||
Tax withholdings related to net share settlements of equity awards, shares | (3,025) | |||
Sales of common stock pursuant to S-3 registration statement, net | $ 5 | 2,940 | 2,945 | |
Sales of common stock pursuant to S-3 registration statement, net, shares | 4,598,462 | |||
Net loss | (36,404) | (36,404) | ||
Registered direct sale of common stock pursuant to S-3 registration statement, net | $ 3 | 2,893 | 2,896 | |
Registered direct sale of common stock pursuant to S-3 registration statement, net, shares | 3,300,000 | |||
Balance at Sep. 30, 2023 | $ 49 | $ 220,501 | $ (198,941) | $ 21,609 |
Balance, shares at Sep. 30, 2023 | 48,934,447 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (55,470) | $ (21,185) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 2,968 | 3,827 |
Amortization of right-of-use assets | 999 | 811 |
Loss (gain) on sale of inventory and equipment | 1,234 | (243) |
Stock-based compensation | 1,357 | 2,019 |
Goodwill impairment | 26,000 | |
Bad debt expense | 584 | 378 |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | 3,086 | (3,443) |
Inventory | 5,522 | (16,784) |
Deposits and other current assets | 2,257 | 846 |
Contract assets | 3,985 | (10,224) |
Accounts payable and accrued liabilities | (5,980) | 8,033 |
Contract liabilities | (5,680) | 14,494 |
Warranty liability | 180 | 180 |
Operating lease liabilities | (999) | (811) |
NET CASH USED IN OPERATING ACTIVITIES | (19,957) | (22,102) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (203) | (432) |
Proceeds from sale of inventory and equipment | 3,509 | 311 |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 3,306 | (121) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on finance lease liabilities | (742) | (355) |
Proceeds from sale of common stock, net | 11,831 | 17,104 |
Payments for taxes related to net share settlement of equity awards | (46) | (47) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 11,043 | 16,702 |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (5,608) | (5,521) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH BEGINNING OF YEAR | 8,055 | 20,042 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | 2,447 | 14,521 |
Cash and cash equivalents | 2,197 | 14,273 |
Restricted cash | 250 | 248 |
CASH PAID FOR: | ||
Interest | 308 | 51 |
Franchise and corporate excise taxes | 201 | 42 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Decrease in operating right-of-use assets as a result of lease modification | 44 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | 468 | 247 |
Right-of-use assets obtained in exchange for new finance liabilities | $ 2,689 | $ 903 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION We provide photovoltaic (“PV”) and battery-based power, storage systems and electric charging solutions 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. 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, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended by our Form 10-K/A filed on May 1, 2023. The financial statements have been prepared assuming that the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022. 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 operating entities. Other inactive wholly-owned legal entities exist without any operations at this time. Liquidity The Company has historically incurred significant operating losses. At September 30, 2023, the Company had an accumulated deficit of approximately $ 198,941 26,000 36,404 55,470 We partner with various financing providers that offer our customers financial products that allow them to monetize the benefit of solar power generation. At the time of sale of a solar installation, we have historically received advanced funding from lenders to support our working capital needs. Credit market tightening, recent bank sector volatility and general economic uncertainty continue to have a material impact on how lenders manage their risk profiles. In view of changing market dynamics, our lenders have eliminated advance funding, which delays the timing of payment to us and negatively affects our available liquidity. Additionally, lenders are modifying their payment milestones and timelines, which further reduces our available liquidity. Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve months from each financial statement issuance date to determine if there is a substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, management applied judgment to estimate the projected cash flows of the Company, including the following: (i) projected cash outflows, (ii) projected cash inflows, (iii) categorization of expenditures as discretionary versus non-discretionary, (iv) the ability to expedite collection of receivables under the Company’s factoring agreement with Produce Pay, Inc. and (vi) the ability to raise capital through the sale of equity in at-the-market offerings (see Note 8) or otherwise. The cash flow projections are based on known or planned cash requirements for operating costs and expected customer revenues from customers. The Company’s continued existence is dependent upon management’s ability to increase liquidity, raise capital and develop profitable operations. The Company anticipates that it will need to improve its liquidity position through equity or debt financings, sale or other dispositions of assets and/or reductions in operating costs, in order to satisfy its liquidity needs for the next twelve months. Following the liquidity assessment, Management has determined that substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued. Management is devoting significant efforts to increasing liquidity, raising capital and developing its business. Effective May 4, 2023, Commercial Solar Energy, Inc. and Sunworks United, Inc., wholly-owned subsidiaries of Sunworks, Inc. (collectively, the “Company”) entered into a Factoring Agreement (the “Factoring Agreement”) with Produce Pay Inc. (the “Buyer”). Patrick McCullough, the Chairman of the Company, is the Chief Executive Officer of the Buyer. Under the terms of the Factoring Agreement, the Company may use the Buyer’s on-line software platform to offer for sale, and the Buyer may purchase at 80 18.4 10,000 4,628 On May 22, 2023, the Company entered into trade purchase agreement with respect to its Employee Retention Tax Credit (ERTC) receivable with 1861 Acquisition LLC. Under the terms of the agreement, the Company received $ 5,723 1,028 On January 27, 2021, the Company filed a Registration Statement on Form S-3 (File No. 333-252475) (the “2021 Registration Statement”), with the SEC. The 2021 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $ 100,000 5,993,205 4,835 14,600 100,000 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 4,050,000 1.14 4,617 3,300,000 1.00 3,300 67,100 75,000 On August 28, 2023, the Company entered into an At-The-Market-Issuance Sales Agreement (the “2023 Sales Agreement”) with B. Riley Securities, Inc. 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 $ 17,600 of shares of the Company’s common stock (the “2023 Placement Shares”), through the Agents. On August 28, 2023, the Company filed a prospectus supplement with the SEC that covers the sale of the 2023 Placement Shares to be sold under the Sales Agreement, which shares have been registered under the 2021 Registration Statement. Goodwill As a result of the Solcius acquisition in April of 2021, the Company added $ 32,186 of goodwill, which was included in the Residential segment. See Note 4, “Operating Segments” of these unaudited condensed consolidated financial statements for further discussion of the Company’s segments. The goodwill represented the excess of the purchase price over the fair value of assets acquired, including identifiable intangibles and liabilities as part of the Company’s acquisition of Solcius. During the third quarter of 2023, the Company identified triggering events associated with Sunworks market capitalization relative to the net asset value of the Company and the negative impact of rising interest rates on residential originations. As a result, the Company retained a valuation consulting firm to assist in testing for goodwill impairment in the third quarter of 2023 to evaluate the recoverability of the Solcius asset group. In accordance with GAAP, the carrying value of the Solcius asset group was compared to both forecasted discounted cash flows associated with this asset group and a market valuation approach. Based on the analyses performed, it was determined that the carrying amount of the reporting unit exceeded the fair value and the Company recorded a $ 26,000 goodwill impairment charge in the third quarter of 2023. Operating 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 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 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 consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill and intangibles, for possible impairments and estimations of long-lived assets, revenue recognition on construction contracts recognized over time, 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 Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, engineering, procurement and construction (“EPC”) projects for residential and smaller commercial systems that require us to deliver functioning solar power systems are generally completed within two to twelve months from commencement of construction. Construction on larger commercial projects may be completed within eighteen to thirty-six months, depending on the size and location. We recognize revenue from commercial EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer. For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection. We recognize revenue for systems operations and maintenance over the term of the service period. For commercial projects, we commence recognizing performance revenue when work starts on the job and continue recognizing revenue over time as work is performed based on the ratio of costs incurred, excluding modules and components, compared to the total estimated non-materials costs at completion of the performance obligations. Judgment is required to evaluate assumptions including the amount of net contract revenue and the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If the estimated total costs on any contract are greater than the net contract revenue, the Company recognizes the entire estimated loss in the period the loss becomes known. Changes in estimates for commercial projects occur for a variety of reasons, including, but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in the Company’s condensed consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the three and nine months ended September 30, 2023 and 2022 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 SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE Three Months Ended Nine months Ended (In thousands, except number of projects) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Increase (decrease) in revenue from net changes in transaction prices $ (417 ) $ - $ (555 ) $ 484 Increase (decrease) in revenue from net changes in input cost estimates 229 - 591 (500 ) Net increase (decrease) in revenue from net changes in estimates $ (188 ) $ - $ 36 $ (16 ) Number of projects 4 - 9 3 Net change in estimate as a percentage of aggregate revenue for associated projects (3.3 )% 0.0 % 0.3 % (0.2 )% Contract Assets and Liabilities Contract assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain contractual milestones are met; (ii) direct costs, including commissions, installation labor related costs and permitting fees paid prior to recording revenue, and (iii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for larger construction contracts. Contract liabilities consist of deferred revenue, customer deposits and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Total contract assets and contract liabilities balances as of the respective dates are as follows: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (In thousands) September 30, 2023 December 31, 2022 As of (In thousands) September 30, 2023 December 31, 2022 Contract Assets $ 16,714 $ 20,699 Contract Liabilities 19,280 24,960 During the three and nine months ended September 30, 2023, the Company recognized revenue of $ 1,352 18,660 486 8,295 The following table represents the average percentage of completion as of September 30, 2023 for EPC projects that the Company is constructing. The Company expects to recognize $ 30,585 SCHEDULE OF REVENUE RECOGNIZE UPON CONTROL OF PROJECTS Project Revenue Category Expected Years Revenue Recognition Will Be Completed Average Percentage of Revenue Recognized Various Projects EPC services 2023 - 2024 56.7 % 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, unvested restricted stock units (“RSUs”) and unvested performance-based restricted stock units (“PSUs”) were not used in the calculation of the net loss per share. A net loss causes all outstanding common stock options, unvested RSUs 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, 2023 and 2022, respectively. As of September 30, 2023, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 158,071 985,557 As of September 30, 2022, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 236,720 638,024 Dilutive per share amounts are computed using the weighted-average number of shares of common stock outstanding and potentially dilutive securities, using the treasury stock method, if their effect would be dilutive. New Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information for credit loss estimates on certain types of financial instruments, including trade receivables. In addition, new disclosures are required. The ASU, as subsequently amended, is effective for the Company for fiscal years beginning after December 15, 2022, as the Company was a smaller reporting company as of November 15, 2019, the determination date. We adopted ASU 2016-13 on January 1, 2023. Based on the composition of the Company’s accounts receivable, and other financial assets, including current market conditions and historical credit loss activity, the adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures. Specifically, the Company’s estimate of expected credit losses as of September 30, 2023, using its expected credit loss evaluation process described above, resulted in no adjustments to the provision for credit losses and no cumulative-effect adjustment to accumulated deficit on the adoption date of the standard. Management reviewed currently issued pronouncements during the nine months ended September 30, 2023, and believes that any recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying condensed consolidated financial statements. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 3. 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, 2023 and 2022: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 2023 2022 Three Months Ended September 30, Nine months Ended September 30, 2023 2022 2023 2022 Residential $ 20,455 $ 37,253 $ 77,816 $ 97,416 Commercial 4,130 3,049 11,079 8,593 Public Works 4,111 411 12,339 2,297 Total $ 28,696 $ 40,713 $ 101,234 $ 108,306 Revenues $ 28,696 $ 40,713 $ 101,234 $ 108,306 |
OPERATING SEGMENTS
OPERATING SEGMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENTS | 4. OPERATING SEGMENTS 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 and 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. Commercial Solar Through our Commercial Solar Energy subsidiary, we design, arrange financing, integrate, install, and manage systems ranging in size from 50kW (kilowatt) to multi-MW (megawatt) systems primarily for larger commercial and public works projects. Additionally, we provide storage and electric vehicle charging solutions to our customers. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions. Historically, the Commercial Solar Energy subsidiary participated in the California residential solar market. Following the acquisition of Solcius, 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 in the Commercial Solar Energy segment, which is expected to be fulfilled within the next year. Commercial Solar Energy primarily operates in California. Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the three and nine months ended September 30, 2023 and 2022. Certain prior period amounts have been reclassified to conform to the current period presentation. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT Residential Solar Commercial Solar Corporate Total Three Months Ended September 30, 2023 Residential Solar Commercial Solar Corporate Total Net revenue $ 20,348 $ 8,348 $ - $ 28,696 Cost of goods sold 13,506 7,016 - 20,522 Gross profit 6,842 1,332 8,174 Operating expenses Selling and marketing 7,148 531 122 7,801 General and administrative 5,182 1,678 2,581 9,441 Segment loss (5,488 ) (877 ) (2,703 ) (9,068 ) Goodwill impairment 26,000 - - 26,000 Stock-based compensation 33 68 376 477 Depreciation and amortization 623 - - 623 Operating loss $ (32,144 ) $ (945 ) $ (3,079 ) $ (36,168 ) Residential Solar Commercial Solar Corporate Total 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 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 income (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 ) Residential Solar Commercial Solar Corporate Total Nine months Ended September 30, 2023 Residential Solar Commercial Solar Corporate Total Net revenue $ 77,556 $ 23,678 $ - $ 101,234 Cost of goods sold 49,675 20,021 - 69,696 Gross profit 27,881 3,657 31,538 Operating expenses Selling and marketing 29,654 1,796 397 31,847 General and administrative 16,253 5,153 6,651 28,057 Segment loss (18,026 ) (3,292 ) (7,048 ) (28,366 ) Goodwill impairment 26,000 - - 26,000 Stock-based compensation 67 134 1,156 1,357 Depreciation and amortization 1,868 - - 1,868 Operating loss $ (45,961 ) $ (3,426 ) $ (8,204 ) $ (57,591 ) Residential Solar Commercial Solar Corporate Total 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 ) 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, 2023 Operating Segment: Residential Solar $ 51,918 Commercial Solar 13,138 Corporate 2,447 Total Consolidated Assets $ 67,503 |
RIGHT-OF-USE OPERATING LEASES
RIGHT-OF-USE OPERATING LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Right-of-use Operating Leases | |
RIGHT-OF-USE OPERATING LEASES | 5. RIGHT-OF-USE OPERATING LEASES The Company has right-of-use (“ROU”) operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 4 The Company’s operating lease expense for the three and nine months ended September 30, 2023 amounted to $ 589 1,630 373 1,184 589 1,630 999 1,630 Supplemental balance sheet information related to leases is as follows: SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION September 30, 2023 (in thousands) Operating lease right-of-use assets $ 2,203 Operating lease liabilities, current portion 915 Operating lease liabilities, net of current portion 1,288 Total operating lease liabilities $ 2,203 As of September 30, 2023, the weighted average remaining lease term was 2.9 4.5 Minimum payments for the operating leases are as follows: SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES Operating Leases (in thousands) Remainder of 2023 $ 307 2024 832 2025 644 2026 571 2027 43 Total lease payments $ 2,397 Less: imputed interest 194 Total $ 2,203 |
RIGHT-OF-USE FINANCE LEASES
RIGHT-OF-USE FINANCE LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Right-of-use Finance Leases | |
RIGHT-OF-USE FINANCE LEASES | 6. 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, 2023 (in thousands) Finance lease right-of-use asset cost $ 5,208 Finance lease right-of-use accumulated amortization (1,052 ) Finance lease right of use asset, net $ 4,156 Finance lease obligation, current portion $ 1,115 Finance lease obligation, net of current portion 2,933 Total finance lease obligation $ 4,048 As of September 30, 2023, the weighted average remaining lease term was 3.2 8.5 Minimum finance lease payments for the remaining lease terms are as follows: SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES September 30, 2023 (in thousands) Remainder of 2023 $ 368 2024 1,395 2025 1,363 2026 1,156 2027 404 Total lease payments $ 4,686 Less: imputed interest 638 Total $ 4,048 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 7. INTANGIBLE ASSETS, NET The Company’s intangible assets at September 30, 2023 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization Cost Accumulated amortization Net carrying value Trademarks 10 $ 5,200 $ (1,300 ) $ 3,900 Backlog of projects 9 2,000 (2,000 ) - Covenant not-to-compete 3 2,400 (2,000 ) 400 Software (included in property and equipment) 3 3,400 (2,833 ) 567 Dealer relationships 18 2,600 (2,600 ) - $ 15,600 $ (10,733 ) $ 4,867 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, 2023 was as follows: SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS For the For the Three Months Ended Nine months ended September 30, 2023 September 30, 2023 Trademarks $ 130 $ 390 Covenant not-to-compete 200 600 Software 283 850 Amortization expenses for intangible assets $ 613 $ 1,840 Estimated future amortization expense for the Company’s intangible assets as of September 30, 2023 is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Years ending December 31, Remainder of 2023 $ 614 2024 $ 1,003 2025 $ 520 2026 $ 520 2027 $ 520 Thereafter $ 1,690 Depreciation and amortization expense on property and equipment and intangible assets for the three and nine months ended September 30, 2023 was $ 1,001 2,968 1,232 3,827 |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK | 8. CAPITAL STOCK On February 10, 2021, the Company entered into a Sales Agreement (the “Roth Sales Agreement”) with Roth Capital Partners, LLC (the “Agent RCP”), pursuant to which the Company could offer and sell from time to time, through the Agent RCP, shares of the Company’s common stock, (the “2021 Placement Shares”), registered under the Securities Act of 1933 (the “Securities Act”), pursuant to the 2021 Registration Statement. On October 21, 2021, the Company filed a prospectus supplement with the SEC, (the “2021 Prospectus Supplement”) pursuant to which the Company could offer and sell from time to time, through the Agent RCP, up to $ 25,000 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 “RN Agent” and collectively, the “RN Agents”), pursuant to which the Company could offer and sell from time to time up to an aggregate of $ 26,800 On August 28, 2023, the Company delivered written notice to Roth Capital Partners, LLC terminating the Roth/Northland Sales Agreement. Upon termination of the Roth/Northland Sales Agreement, the Company will not make any additional offers or sales of placement shares pursuant to the Roth/Northland Sales Agreement or the 2022 Prospectus Supplement. On August 28, 2023, the Company entered into the 2023 Sales Agreement, pursuant to which the Company may offer and sell from time to time the 2023 Placement Shares, through the Agents. On August 28, 2023, the Company filed a prospectus supplement with the SEC that covers the sale of the 2023 Placement Shares to be sold under the Sales Agreement, which shares have been registered under the 2021 Registration Statement. 2022 At-The-Market Offerings During the first nine months of 2022, 5,754,161 17,521 3.04 17,104 2.97 2023 At-The-Market Offerings During the first nine months of 2023, 5,993,205 7,611,931 4,835 0.81 4,645 0.77 Registered Direct Offerings On June 8, 2023, pursuant to a securities purchase agreement, the Company sold and issued 4,050,000 1.14 4,617 4,290 1.06 On August 11, 2023, pursuant to a securities purchase agreement, the Company sold and issued 3,300,000 1.00 3,300 2,896 0.88 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 9. STOCK-BASED COMPENSATION Options As of September 30, 2023, the Company has incentive stock options and non-qualified stock options outstanding to purchase 158,071 five years 3.07 12.15 A summary of the Company’s stock option activity and related information follows: SUMMARY OF STOCK OPTIONS ACTIVITY September 30, 2023 Weighted Number Average of Exercise Options Price Outstanding, at December 31, 2022 211,720 $ 11.66 Granted - - Exercised - - Forfeited (44,365 ) 11.20 Expired (9,284 ) 8.44 Outstanding and expected to vest as of September 30, 2023 158,071 $ 11.97 Exercisable at September 30, 2023 158,071 $ 11.97 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, 2023: SUMMARY OF SHARES AUTHORIZED UNDER STOCK OPTIONS PLANS, BY EXERCISE PRICE RANGE Weighted Average Remaining Exercisable Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 3.07 3,071 3,071 0.88 $ 12.15 155,000 155,000 2.53 158,071 158,071 Aggregate intrinsic value of options outstanding and exercisable at September 30, 2023, and December 31, 2022 was $ 0 0 0.52 1.58 The Company recorded stock-based compensation expense for stock options of $ 0 0 1 674 Restricted Stock Units The following table summarizes the Company’s restricted stock unit activity during the nine months ended September 30, 2023: SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY September 30, 2023 Weighted Average Number Of Shares Grant Date Value per Share Unvested, beginning December 31, 2022 561,136 $ 3.80 Granted 754,048 $ 2.03 Vested (236,157 ) $ 4.01 Forfeited (93,470 ) $ 2.66 Unvested at the end of September 30, 2023 985,557 $ 2.50 The Company recorded RSU compensation expense for RSUs of $ 477 1,357 363 1,345 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a negative impact on the Company’s financial position. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS Between October 1, 2023 and October 27, 2023, 7,611,931 3,569 0.47 3,480 0.46 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 operating entities. Other inactive wholly-owned legal entities exist without any operations at this time. |
Liquidity | Liquidity The Company has historically incurred significant operating losses. At September 30, 2023, the Company had an accumulated deficit of approximately $ 198,941 26,000 36,404 55,470 We partner with various financing providers that offer our customers financial products that allow them to monetize the benefit of solar power generation. At the time of sale of a solar installation, we have historically received advanced funding from lenders to support our working capital needs. Credit market tightening, recent bank sector volatility and general economic uncertainty continue to have a material impact on how lenders manage their risk profiles. In view of changing market dynamics, our lenders have eliminated advance funding, which delays the timing of payment to us and negatively affects our available liquidity. Additionally, lenders are modifying their payment milestones and timelines, which further reduces our available liquidity. Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve months from each financial statement issuance date to determine if there is a substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, management applied judgment to estimate the projected cash flows of the Company, including the following: (i) projected cash outflows, (ii) projected cash inflows, (iii) categorization of expenditures as discretionary versus non-discretionary, (iv) the ability to expedite collection of receivables under the Company’s factoring agreement with Produce Pay, Inc. and (vi) the ability to raise capital through the sale of equity in at-the-market offerings (see Note 8) or otherwise. The cash flow projections are based on known or planned cash requirements for operating costs and expected customer revenues from customers. The Company’s continued existence is dependent upon management’s ability to increase liquidity, raise capital and develop profitable operations. The Company anticipates that it will need to improve its liquidity position through equity or debt financings, sale or other dispositions of assets and/or reductions in operating costs, in order to satisfy its liquidity needs for the next twelve months. Following the liquidity assessment, Management has determined that substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued. Management is devoting significant efforts to increasing liquidity, raising capital and developing its business. Effective May 4, 2023, Commercial Solar Energy, Inc. and Sunworks United, Inc., wholly-owned subsidiaries of Sunworks, Inc. (collectively, the “Company”) entered into a Factoring Agreement (the “Factoring Agreement”) with Produce Pay Inc. (the “Buyer”). Patrick McCullough, the Chairman of the Company, is the Chief Executive Officer of the Buyer. Under the terms of the Factoring Agreement, the Company may use the Buyer’s on-line software platform to offer for sale, and the Buyer may purchase at 80 18.4 10,000 4,628 On May 22, 2023, the Company entered into trade purchase agreement with respect to its Employee Retention Tax Credit (ERTC) receivable with 1861 Acquisition LLC. Under the terms of the agreement, the Company received $ 5,723 1,028 On January 27, 2021, the Company filed a Registration Statement on Form S-3 (File No. 333-252475) (the “2021 Registration Statement”), with the SEC. The 2021 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $ 100,000 5,993,205 4,835 14,600 100,000 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 4,050,000 1.14 4,617 3,300,000 1.00 3,300 67,100 75,000 On August 28, 2023, the Company entered into an At-The-Market-Issuance Sales Agreement (the “2023 Sales Agreement”) with B. Riley Securities, Inc. 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 $ 17,600 of shares of the Company’s common stock (the “2023 Placement Shares”), through the Agents. On August 28, 2023, the Company filed a prospectus supplement with the SEC that covers the sale of the 2023 Placement Shares to be sold under the Sales Agreement, which shares have been registered under the 2021 Registration Statement. |
Goodwill | Goodwill As a result of the Solcius acquisition in April of 2021, the Company added $ 32,186 of goodwill, which was included in the Residential segment. See Note 4, “Operating Segments” of these unaudited condensed consolidated financial statements for further discussion of the Company’s segments. The goodwill represented the excess of the purchase price over the fair value of assets acquired, including identifiable intangibles and liabilities as part of the Company’s acquisition of Solcius. During the third quarter of 2023, the Company identified triggering events associated with Sunworks market capitalization relative to the net asset value of the Company and the negative impact of rising interest rates on residential originations. As a result, the Company retained a valuation consulting firm to assist in testing for goodwill impairment in the third quarter of 2023 to evaluate the recoverability of the Solcius asset group. In accordance with GAAP, the carrying value of the Solcius asset group was compared to both forecasted discounted cash flows associated with this asset group and a market valuation approach. Based on the analyses performed, it was determined that the carrying amount of the reporting unit exceeded the fair value and the Company recorded a $ 26,000 goodwill impairment charge in the third quarter of 2023. |
Operating Segment Reporting | Operating 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 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 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 consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill and intangibles, for possible impairments and estimations of long-lived assets, revenue recognition on construction contracts recognized over time, 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 Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, engineering, procurement and construction (“EPC”) projects for residential and smaller commercial systems that require us to deliver functioning solar power systems are generally completed within two to twelve months from commencement of construction. Construction on larger commercial projects may be completed within eighteen to thirty-six months, depending on the size and location. We recognize revenue from commercial EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer. For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection. We recognize revenue for systems operations and maintenance over the term of the service period. For commercial projects, we commence recognizing performance revenue when work starts on the job and continue recognizing revenue over time as work is performed based on the ratio of costs incurred, excluding modules and components, compared to the total estimated non-materials costs at completion of the performance obligations. Judgment is required to evaluate assumptions including the amount of net contract revenue and the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If the estimated total costs on any contract are greater than the net contract revenue, the Company recognizes the entire estimated loss in the period the loss becomes known. Changes in estimates for commercial projects occur for a variety of reasons, including, but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in the Company’s condensed consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the three and nine months ended September 30, 2023 and 2022 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 SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE Three Months Ended Nine months Ended (In thousands, except number of projects) September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Increase (decrease) in revenue from net changes in transaction prices $ (417 ) $ - $ (555 ) $ 484 Increase (decrease) in revenue from net changes in input cost estimates 229 - 591 (500 ) Net increase (decrease) in revenue from net changes in estimates $ (188 ) $ - $ 36 $ (16 ) Number of projects 4 - 9 3 Net change in estimate as a percentage of aggregate revenue for associated projects (3.3 )% 0.0 % 0.3 % (0.2 )% |
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 commissions, installation labor related costs and permitting fees paid prior to recording revenue, and (iii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for larger construction contracts. Contract liabilities consist of deferred revenue, customer deposits and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Total contract assets and contract liabilities balances as of the respective dates are as follows: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (In thousands) September 30, 2023 December 31, 2022 As of (In thousands) September 30, 2023 December 31, 2022 Contract Assets $ 16,714 $ 20,699 Contract Liabilities 19,280 24,960 During the three and nine months ended September 30, 2023, the Company recognized revenue of $ 1,352 18,660 486 8,295 The following table represents the average percentage of completion as of September 30, 2023 for EPC projects that the Company is constructing. The Company expects to recognize $ 30,585 SCHEDULE OF REVENUE RECOGNIZE UPON CONTROL OF PROJECTS Project Revenue Category Expected Years Revenue Recognition Will Be Completed Average Percentage of Revenue Recognized Various Projects EPC services 2023 - 2024 56.7 % |
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, unvested restricted stock units (“RSUs”) and unvested performance-based restricted stock units (“PSUs”) were not used in the calculation of the net loss per share. A net loss causes all outstanding common stock options, unvested RSUs 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, 2023 and 2022, respectively. As of September 30, 2023, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 158,071 985,557 As of September 30, 2022, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 236,720 638,024 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 In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information for credit loss estimates on certain types of financial instruments, including trade receivables. In addition, new disclosures are required. The ASU, as subsequently amended, is effective for the Company for fiscal years beginning after December 15, 2022, as the Company was a smaller reporting company as of November 15, 2019, the determination date. We adopted ASU 2016-13 on January 1, 2023. Based on the composition of the Company’s accounts receivable, and other financial assets, including current market conditions and historical credit loss activity, the adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures. Specifically, the Company’s estimate of expected credit losses as of September 30, 2023, using its expected credit loss evaluation process described above, resulted in no adjustments to the provision for credit losses and no cumulative-effect adjustment to accumulated deficit on the adoption date of the standard. Management reviewed currently issued pronouncements during the nine months ended September 30, 2023, and believes that any recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Increase (decrease) in revenue from net changes in transaction prices $ (417 ) $ - $ (555 ) $ 484 Increase (decrease) in revenue from net changes in input cost estimates 229 - 591 (500 ) Net increase (decrease) in revenue from net changes in estimates $ (188 ) $ - $ 36 $ (16 ) Number of projects 4 - 9 3 Net change in estimate as a percentage of aggregate revenue for associated projects (3.3 )% 0.0 % 0.3 % (0.2 )% |
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES | SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (In thousands) September 30, 2023 December 31, 2022 As of (In thousands) September 30, 2023 December 31, 2022 Contract Assets $ 16,714 $ 20,699 Contract Liabilities 19,280 24,960 |
SCHEDULE OF REVENUE RECOGNIZE UPON CONTROL OF PROJECTS | SCHEDULE OF REVENUE RECOGNIZE UPON CONTROL OF PROJECTS Project Revenue Category Expected Years Revenue Recognition Will Be Completed Average Percentage of Revenue Recognized Various Projects EPC services 2023 - 2024 56.7 % |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 and 2022: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 2023 2022 Three Months Ended September 30, Nine months Ended September 30, 2023 2022 2023 2022 Residential $ 20,455 $ 37,253 $ 77,816 $ 97,416 Commercial 4,130 3,049 11,079 8,593 Public Works 4,111 411 12,339 2,297 Total $ 28,696 $ 40,713 $ 101,234 $ 108,306 Revenues $ 28,696 $ 40,713 $ 101,234 $ 108,306 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 and nine months ended September 30, 2023 and 2022. Certain prior period amounts have been reclassified to conform to the current period presentation. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT Residential Solar Commercial Solar Corporate Total Three Months Ended September 30, 2023 Residential Solar Commercial Solar Corporate Total Net revenue $ 20,348 $ 8,348 $ - $ 28,696 Cost of goods sold 13,506 7,016 - 20,522 Gross profit 6,842 1,332 8,174 Operating expenses Selling and marketing 7,148 531 122 7,801 General and administrative 5,182 1,678 2,581 9,441 Segment loss (5,488 ) (877 ) (2,703 ) (9,068 ) Goodwill impairment 26,000 - - 26,000 Stock-based compensation 33 68 376 477 Depreciation and amortization 623 - - 623 Operating loss $ (32,144 ) $ (945 ) $ (3,079 ) $ (36,168 ) Residential Solar Commercial Solar Corporate Total 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 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 income (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 ) Residential Solar Commercial Solar Corporate Total Nine months Ended September 30, 2023 Residential Solar Commercial Solar Corporate Total Net revenue $ 77,556 $ 23,678 $ - $ 101,234 Cost of goods sold 49,675 20,021 - 69,696 Gross profit 27,881 3,657 31,538 Operating expenses Selling and marketing 29,654 1,796 397 31,847 General and administrative 16,253 5,153 6,651 28,057 Segment loss (18,026 ) (3,292 ) (7,048 ) (28,366 ) Goodwill impairment 26,000 - - 26,000 Stock-based compensation 67 134 1,156 1,357 Depreciation and amortization 1,868 - - 1,868 Operating loss $ (45,961 ) $ (3,426 ) $ (8,204 ) $ (57,591 ) Residential Solar Commercial Solar Corporate Total 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 ) 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, 2023 Operating Segment: Residential Solar $ 51,918 Commercial Solar 13,138 Corporate 2,447 Total Consolidated Assets $ 67,503 |
RIGHT-OF-USE OPERATING LEASES (
RIGHT-OF-USE OPERATING LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 (in thousands) Operating lease right-of-use assets $ 2,203 Operating lease liabilities, current portion 915 Operating lease liabilities, net of current portion 1,288 Total operating lease liabilities $ 2,203 |
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 2023 $ 307 2024 832 2025 644 2026 571 2027 43 Total lease payments $ 2,397 Less: imputed interest 194 Total $ 2,203 |
RIGHT-OF-USE FINANCE LEASES (Ta
RIGHT-OF-USE FINANCE LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 (in thousands) Finance lease right-of-use asset cost $ 5,208 Finance lease right-of-use accumulated amortization (1,052 ) Finance lease right of use asset, net $ 4,156 Finance lease obligation, current portion $ 1,115 Finance lease obligation, net of current portion 2,933 Total finance lease obligation $ 4,048 |
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, 2023 (in thousands) Remainder of 2023 $ 368 2024 1,395 2025 1,363 2026 1,156 2027 404 Total lease payments $ 4,686 Less: imputed interest 638 Total $ 4,048 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The Company’s intangible assets at September 30, 2023 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization Cost Accumulated amortization Net carrying value Trademarks 10 $ 5,200 $ (1,300 ) $ 3,900 Backlog of projects 9 2,000 (2,000 ) - Covenant not-to-compete 3 2,400 (2,000 ) 400 Software (included in property and equipment) 3 3,400 (2,833 ) 567 Dealer relationships 18 2,600 (2,600 ) - $ 15,600 $ (10,733 ) $ 4,867 |
SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS | Amortization expenses for intangible assets for the three and nine months ended September 30, 2023 was as follows: SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS For the For the Three Months Ended Nine months ended September 30, 2023 September 30, 2023 Trademarks $ 130 $ 390 Covenant not-to-compete 200 600 Software 283 850 Amortization expenses for intangible assets $ 613 $ 1,840 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS | Estimated future amortization expense for the Company’s intangible assets as of September 30, 2023 is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Years ending December 31, Remainder of 2023 $ 614 2024 $ 1,003 2025 $ 520 2026 $ 520 2027 $ 520 Thereafter $ 1,690 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTIONS ACTIVITY | A summary of the Company’s stock option activity and related information follows: SUMMARY OF STOCK OPTIONS ACTIVITY September 30, 2023 Weighted Number Average of Exercise Options Price Outstanding, at December 31, 2022 211,720 $ 11.66 Granted - - Exercised - - Forfeited (44,365 ) 11.20 Expired (9,284 ) 8.44 Outstanding and expected to vest as of September 30, 2023 158,071 $ 11.97 Exercisable at September 30, 2023 158,071 $ 11.97 Weighted average fair value of options granted during period - $ - |
SUMMARY OF SHARES AUTHORIZED UNDER STOCK OPTIONS PLANS, BY EXERCISE PRICE RANGE | The following summarizes the options to purchase shares of the Company’s common stock which were outstanding at September 30, 2023: SUMMARY OF SHARES AUTHORIZED UNDER STOCK OPTIONS PLANS, BY EXERCISE PRICE RANGE Weighted Average Remaining Exercisable Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 3.07 3,071 3,071 0.88 $ 12.15 155,000 155,000 2.53 158,071 158,071 |
SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY | The following table summarizes the Company’s restricted stock unit activity during the nine months ended September 30, 2023: SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY September 30, 2023 Weighted Average Number Of Shares Grant Date Value per Share Unvested, beginning December 31, 2022 561,136 $ 3.80 Granted 754,048 $ 2.03 Vested (236,157 ) $ 4.01 Forfeited (93,470 ) $ 2.66 Unvested at the end of September 30, 2023 985,557 $ 2.50 |
SCHEDULE OF CHANGES IN ESTIMATE
SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) Projects | Sep. 30, 2022 USD ($) Projects | Sep. 30, 2023 USD ($) Projects | Sep. 30, 2022 USD ($) Projects | |
Accounting Policies [Abstract] | ||||
Increase (decrease) in revenue from net changes in transaction prices | $ (417) | $ (555) | $ 484 | |
Increase (decrease) in revenue from net changes in input cost estimates | 229 | 591 | (500) | |
Net increase (decrease) in revenue from net changes in estimates | $ (188) | $ 36 | $ (16) | |
Number of projects | Projects | 4 | 9 | 3 | |
Net change in estimate as a percentage of aggregate revenue for associated projects | (3.30%) | 0% | 0.30% | (0.20%) |
SCHEDULE OF CONTRACT ASSETS AND
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Contract Assets | $ 16,714 | $ 20,699 |
Contract Liabilities | $ 19,280 | $ 24,960 |
SCHEDULE OF REVENUE RECOGNIZE U
SCHEDULE OF REVENUE RECOGNIZE UPON CONTROL OF PROJECTS (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Project | Various Projects |
Revenue Category | EPC services |
Expected Year Revenue Recognition Will Be Completed | 2023 - 2024 |
Average Percentage of Revenue Recognized | 56.70% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||||||||
Aug. 28, 2023 | Aug. 11, 2023 | Jun. 12, 2023 | May 22, 2023 | May 04, 2023 | Jun. 01, 2022 | Jan. 27, 2021 | Jan. 27, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Accumulated deficit | $ 198,941,000 | $ 198,941,000 | $ 143,471,000 | ||||||||||||||
Goodwill impairment | 26,000,000 | 26,000,000 | |||||||||||||||
Net income loss | 36,404,000 | $ 12,676,000 | $ 6,390,000 | 5,393,000 | $ 7,585,000 | $ 8,207,000 | $ 55,470,000 | 21,185,000 | |||||||||
Proceeds from trade purchase agreement | $ 5,723,000 | ||||||||||||||||
Proceeds from sale of other receivables | $ 1,028 | ||||||||||||||||
Net proceeds after issuance cost | $ 100,000,000 | ||||||||||||||||
Common stock, shares issues | 5,993,205 | ||||||||||||||||
Gross proceeds | 4,835,000 | 2,945,000 | $ 1,558,000 | $ 142,000 | 7,285,000 | $ 2,005,000 | $ 7,814,000 | ||||||||||
Future offerings amount | $ 67,100,000 | $ 14,600,000 | $ 14,600,000 | ||||||||||||||
Sale of stock shares | 4,050,000 | ||||||||||||||||
Share purchase price | $ 1.14 | ||||||||||||||||
Gross proceeds from sale of stock | $ 3,300,000 | $ 4,617,000 | $ 11,831,000 | 17,104,000 | |||||||||||||
Shares issued | 3,300,000 | ||||||||||||||||
Share price | $ 1 | ||||||||||||||||
Goodwill | 6,186,000 | 6,186,000 | $ 32,186,000 | ||||||||||||||
Revenue impact cost | 100,000 | ||||||||||||||||
Recognized revenue | 1,352,000 | $ 486,000 | 18,660,000 | $ 8,295,000 | |||||||||||||
Revenue from contract with customer transfer of control projects | $ 30,585 | ||||||||||||||||
Equity Option [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Potentially dilutive securities | 158,071 | 236,720 | |||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Potentially dilutive securities | 985,557 | 638,024 | |||||||||||||||
Maximum [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Net proceeds after issuance cost | $ 75,000,000 | $ 100,000,000 | |||||||||||||||
At The Market Issuance Sales Agreement [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Net proceeds after issuance cost | $ 17,600,000 | ||||||||||||||||
Commercial Solar Enegry Inc and Sunworks United Inc [Member] | Factoring Agreement [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Accounts receivable purchase percentage | 80% | ||||||||||||||||
Accounts receivable | $ 10,000,000 | $ 4,628 | $ 4,628 | ||||||||||||||
Commercial Solar Enegry Inc and Sunworks United Inc [Member] | Factoring Agreement [Member] | Maximum [Member] | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||
Accounts receivable purchase percentage | 18.40% |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 28,696 | $ 40,713 | $ 101,234 | $ 108,306 |
Residential [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 20,455 | 37,253 | 77,816 | 97,416 |
Commercial [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,130 | 3,049 | 11,079 | 8,593 |
Public Works [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 4,111 | $ 411 | $ 12,339 | $ 2,297 |
SCHEDULE OF SEGMENT REPORTING I
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 28,696 | $ 40,713 | $ 101,234 | $ 108,306 | |
Cost of goods sold | 20,522 | 21,204 | 69,696 | 59,030 | |
Gross profit | 8,174 | 19,509 | 31,538 | 49,276 | |
Operating expenses | |||||
Selling and marketing | 7,801 | 14,773 | 31,847 | 41,320 | |
General and administrative | 9,441 | 8,718 | 28,057 | 24,025 | |
Goodwill impairment | 26,000 | 26,000 | |||
Stock-based compensation | 477 | 364 | 1,357 | 2,019 | |
Depreciation and amortization | 623 | 1,056 | 1,868 | 3,177 | |
Operating loss | (36,168) | (5,402) | (57,591) | (21,265) | |
Total Consolidated Assets | 67,503 | 67,503 | $ 119,940 | ||
Segment Reporting [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 28,696 | 40,713 | 101,234 | 108,306 | |
Cost of goods sold | 20,522 | 21,204 | 69,696 | 59,030 | |
Gross profit | 8,174 | 19,509 | 31,538 | 49,276 | |
Operating expenses | |||||
Selling and marketing | 7,801 | 14,773 | 31,847 | 41,320 | |
General and administrative | 9,441 | 8,718 | 28,057 | 24,025 | |
Segment loss | (9,068) | (3,982) | (28,366) | (16,069) | |
Goodwill impairment | 26,000 | 26,000 | |||
Stock-based compensation | 477 | 364 | 1,357 | 2,019 | |
Depreciation and amortization | 623 | 1,056 | 1,868 | 3,177 | |
Operating loss | (36,168) | (5,402) | (57,591) | (21,265) | |
Segment Reporting [Member] | Residential Solar [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 20,348 | 36,659 | 77,556 | 95,569 | |
Cost of goods sold | 13,506 | 17,132 | 49,675 | 47,646 | |
Gross profit | 6,842 | 19,527 | 27,881 | 47,923 | |
Operating expenses | |||||
Selling and marketing | 7,148 | 13,711 | 29,654 | 38,068 | |
General and administrative | 5,182 | 5,069 | 16,253 | 13,810 | |
Segment loss | (5,488) | 747 | (18,026) | (3,955) | |
Goodwill impairment | 26,000 | 26,000 | |||
Stock-based compensation | 33 | 19 | 67 | 740 | |
Depreciation and amortization | 623 | 1,056 | 1,868 | 3,177 | |
Operating loss | (32,144) | (328) | (45,961) | (7,872) | |
Segment Reporting [Member] | Commercial Solar [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 8,348 | 4,054 | 23,678 | 12,737 | |
Cost of goods sold | 7,016 | 4,050 | 20,021 | 11,354 | |
Gross profit | 1,332 | 4 | 3,657 | 1,383 | |
Operating expenses | |||||
Selling and marketing | 531 | 809 | 1,796 | 2,530 | |
General and administrative | 1,678 | 1,797 | 5,153 | 4,941 | |
Segment loss | (877) | (2,602) | (3,292) | (6,088) | |
Goodwill impairment | |||||
Stock-based compensation | 68 | 31 | 134 | 101 | |
Depreciation and amortization | |||||
Operating loss | (945) | (2,633) | (3,426) | (6,189) | |
Segment Reporting [Member] | 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 | 122 | 253 | 397 | 722 | |
General and administrative | 2,581 | 1,852 | 6,651 | 5,274 | |
Segment loss | (2,703) | (2,127) | (7,048) | (6,026) | |
Goodwill impairment | |||||
Stock-based compensation | 376 | 314 | 1,156 | 1,178 | |
Depreciation and amortization | |||||
Operating loss | (3,079) | $ (2,441) | (8,204) | $ (7,204) | |
Residential Solar [Member] | |||||
Operating expenses | |||||
Total Consolidated Assets | 51,918 | 51,918 | |||
Commercial Solar [Member] | |||||
Operating expenses | |||||
Total Consolidated Assets | 13,138 | 13,138 | |||
Corporate Segment [Member] | |||||
Operating expenses | |||||
Total Consolidated Assets | $ 2,447 | $ 2,447 |
SCHEDULE OF OPERATING LEASES SU
SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Right-of-use Operating Leases | ||
Operating lease right-of-use assets | $ 2,203 | $ 2,779 |
Operating lease liabilities, current portion | 915 | 1,098 |
Operating lease liabilities, net of current portion | 1,288 | $ 1,681 |
Total operating lease liabilities | $ 2,203 |
SCHEDULE OF MATURITIES FOR OPER
SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Right-of-use Operating Leases | |
Remainder of 2023 | $ 307 |
2024 | 832 |
2025 | 644 |
2026 | 571 |
2027 | 43 |
Total lease payments | 2,397 |
Less: imputed interest | 194 |
Total | $ 2,203 |
RIGHT-OF-USE OPERATING LEASES_2
RIGHT-OF-USE OPERATING LEASES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating lease, expense | $ 589 | $ 373 | $ 1,630 | $ 1,184 |
Operating lease, payments | $ 589 | 1,630 | ||
Operating lease right of use asset amortization expenses | 999 | |||
Short term lease cost | $ 1,630 | |||
Operating lease, weighted average remaining lease term | 2 years 10 months 24 days | 2 years 10 months 24 days | ||
Operating lease, weighted average discount rate, percent | 4.50% | 4.50% | ||
Minimum [Member] | ||||
Lessee, operating lease, term of contract | 1 year | 1 year | ||
Maximum [Member] | ||||
Lessee, operating lease, term of contract | 4 years | 4 years |
SCHEDULE OF FINANCE LEASES SUPP
SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Right-of-use Finance Leases | ||
Finance lease right-of-use asset cost | $ 5,208 | |
Finance lease right-of-use accumulated amortization | (1,052) | |
Finance lease right of use asset, net | 4,156 | $ 2,487 |
Finance lease obligation, current portion | 1,115 | 631 |
Finance lease obligation, net of current portion | 2,933 | $ 1,470 |
Total finance lease obligation | $ 4,048 |
SCHEDULE OF MATURITIES FOR FINA
SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Right-of-use Finance Leases | |
Remainder of 2023 | $ 368 |
2024 | 1,395 |
2025 | 1,363 |
2026 | 1,156 |
2027 | 404 |
Total lease payments | 4,686 |
Less: imputed interest | 638 |
Total | $ 4,048 |
RIGHT-OF-USE FINANCE LEASES (De
RIGHT-OF-USE FINANCE LEASES (Details Narrative) | Sep. 30, 2023 |
Finance lease, weighted average remaining lease term | 3 years 2 months 12 days |
Finance lease, weighted average discount rate, percent | 8.50% |
Minimum [Member] | |
Finance lease, term | 1 year |
Maximum [Member] | |
Finance lease, term | 4 years |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | $ 15,600 |
Intangible assets, Accumulated amortization | (10,733) |
Intangible assets, Net carrying value | $ 4,867 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 10 years |
Finite-Lived Intangible Assets, Gross | $ 5,200 |
Intangible assets, Accumulated amortization | (1,300) |
Intangible assets, Net carrying value | $ 3,900 |
Backlog of Projects [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 9 months |
Finite-Lived Intangible Assets, Gross | $ 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 |
Finite-Lived Intangible Assets, Gross | $ 2,400 |
Intangible assets, Accumulated amortization | (2,000) |
Intangible assets, Net carrying value | $ 400 |
Software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 3 years |
Finite-Lived Intangible Assets, Gross | $ 3,400 |
Intangible assets, Accumulated amortization | (2,833) |
Intangible assets, Net carrying value | $ 567 |
Dealer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 18 months |
Finite-Lived Intangible Assets, Gross | $ 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, 2023 | Sep. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expenses for intangible assets | $ 613 | $ 1,840 |
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 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 614 |
2024 | 1,003 |
2025 | 520 |
2026 | 520 |
2027 | 520 |
Thereafter | $ 1,690 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Depreciation and amortization expense | $ 1,001 | $ 1,232 | $ 2,968 | $ 3,827 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||||||||
Aug. 11, 2023 | Aug. 11, 2023 | Jun. 12, 2023 | Jun. 08, 2023 | Jun. 08, 2022 | Jun. 01, 2022 | Oct. 21, 2021 | Jan. 27, 2021 | Jan. 27, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Net proceeds from sale of stock | $ 100,000 | ||||||||||||||||
Sale of stock shares | 4,050,000 | ||||||||||||||||
Gross proceeds from sale of stock | $ 3,300 | $ 4,617 | $ 11,831 | $ 17,104 | |||||||||||||
Share price | $ 1 | $ 1 | |||||||||||||||
Sale of stock price per share | $ 1.14 | ||||||||||||||||
Gross proceeds | $ 4,835 | $ 2,945 | $ 1,558 | $ 142 | $ 7,285 | $ 2,005 | $ 7,814 | ||||||||||
Maximum [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Net proceeds from sale of stock | $ 75,000 | $ 100,000 | |||||||||||||||
Roth Sales Agreement [Member] | Maximum [Member] | 2021 Placement Shares [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Net proceeds from sale of stock | $ 25,000 | ||||||||||||||||
Roth/Northland Sales Agreement [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Net proceeds from sale of stock | $ 26,800 | ||||||||||||||||
Gross proceeds from sale of stock | $ 4,835 | ||||||||||||||||
Share price | $ 0.81 | $ 0.81 | |||||||||||||||
Sale of stock price per share | $ 0.77 | $ 0.77 | |||||||||||||||
Roth/Northland Sales Agreement [Member] | 2023 Placement Shares [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Sale of stock shares | 7,611,931 | 5,754,161 | |||||||||||||||
Gross proceeds from sale of stock | $ 17,521 | ||||||||||||||||
Share price | $ 3.04 | $ 3.04 | |||||||||||||||
Net proceeds after issuance cost | $ 4,645 | $ 17,104 | |||||||||||||||
Sale of stock price per share | $ 2.97 | $ 2.97 | |||||||||||||||
Roth/Northland Sales Agreement [Member] | 2022 Placement Shares [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Sale of stock shares | 5,993,205 | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Net proceeds from sale of stock | $ 2,896 | $ 4,290 | |||||||||||||||
Sale of stock shares | 3,300,000 | 4,050,000 | |||||||||||||||
Share price | 0.88 | $ 0.88 | $ 1.06 | ||||||||||||||
Sale of stock price per share | $ 1 | $ 1 | $ 1.14 | ||||||||||||||
Gross proceeds | $ 3,300 | $ 4,617 |
SUMMARY OF STOCK OPTIONS ACTIVI
SUMMARY OF STOCK OPTIONS ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of Options Outstanding, Beginning balance | shares | 211,720 |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 11.66 |
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 | (44,365) |
Weighted Average Exercise Price, Forfeited | $ 11.20 |
Number of Options, Expired | shares | (9,284) |
Weighted Average Exercise Price, Expired | $ 8.44 |
Number of Options Outstanding, Ending balance | shares | 158,071 |
Weighted Average Exercise Price Outstanding, Ending balance | $ 11.97 |
Number of Options Exercisable, Ending balance | shares | 158,071 |
Weighted Average Exercise Price Exercisable, Ending balance | $ 11.97 |
Weighted Average Exercise Price, Weighted average fair value of options granted |
SUMMARY OF SHARES AUTHORIZED UN
SUMMARY OF SHARES AUTHORIZED UNDER STOCK OPTIONS PLANS, BY EXERCISE PRICE RANGE (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding | 158,071 |
Stock Options Exercisable | 158,071 |
Exercise Price One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 3.07 |
Stock Options Outstanding | 3,071 |
Stock Options Exercisable | 3,071 |
Weighted Average Remaining Contractual Life (years) | 10 months 17 days |
Exercise Price Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 12.15 |
Stock Options Outstanding | 155,000 |
Stock Options Exercisable | 155,000 |
Weighted Average Remaining Contractual Life (years) | 2 years 6 months 10 days |
SUMMARY OF RESTRICTED STOCK UNI
SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Unvested, Beginning | shares | 561,136 |
Weighted Average Grant Date Value, Unvested, Beginning | $ / shares | $ 3.80 |
Number of Shares, Granted | shares | 754,048 |
Weighted Average Grant Date Value, Granted | $ / shares | $ 2.03 |
Number of Shares, Vested | shares | (236,157) |
Weighted Average Grant Date Value, Vested | $ / shares | $ 4.01 |
Number of Shares, Forfeited | shares | (93,470) |
Weighted Average Grant Date Value, Forfeited | $ / shares | $ 2.66 |
Number of Shares Unvested, Ending | shares | 985,557 |
Weighted Average Grant Date Value, Unvetsed, Ending | $ / shares | $ 2.50 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 11, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock options outstanding | 158,071 | 158,071 | 211,720 | |||
Options exercise price | $ 11.97 | $ 11.97 | $ 11.66 | |||
Share price | $ 1 | |||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock options outstanding | 158,071 | 158,071 | ||||
Vesting term | 5 years | |||||
Options aggregrate intrinsic value | $ 0 | $ 0 | $ 0 | |||
Share price | $ 0.52 | $ 0.52 | $ 1.58 | |||
Stock based compensation expenses | $ 0 | $ 1 | $ 0 | $ 674 | ||
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options exercise price | $ 3.07 | $ 3.07 | ||||
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 | $ 477 | $ 363 | $ 1,357 | $ 1,345 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Aug. 11, 2023 | Jun. 12, 2023 | Oct. 27, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | |||||
Shares issued | 3,300,000 | ||||
Gross proceeds from sale of stock | $ 3,300 | $ 4,617 | $ 11,831 | $ 17,104 | |
Share price | $ 1 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued | 7,611,931 | ||||
Gross proceeds from sale of stock | $ 3,569 | ||||
Share price | $ 0.47 | ||||
Net proceeds | $ 3,480 | ||||
Share issued price per share | $ 0.46 |