Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 16, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39933 | |
Entity Registrant Name | URBAN-GRO, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-5158469 | |
Entity Address, Address Line One | 1751 Panorama Point | |
Entity Address, Address Line Two | Unit G | |
Entity Address, City or Town | Lafayette | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80026 | |
City Area Code | 720 | |
Local Phone Number | 390-3880 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | UGRO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 12,318,761 | |
Entity Central Index Key | 0001706524 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 692,680 | $ 1,112,504 |
Accounts receivable, net | 18,754,870 | 26,991,739 |
Contract receivables | 10,174,845 | 10,071,951 |
Prepaid expenses and other assets | 3,606,595 | 2,775,682 |
Total current assets | 33,228,990 | 40,951,876 |
Non-current assets: | ||
Property and equipment, net | 1,255,557 | 1,419,393 |
Operating lease right of use assets, net | 1,918,532 | 2,041,217 |
Goodwill | 15,572,050 | 15,572,050 |
Intangible assets, net | 4,155,175 | 4,394,507 |
Total non-current assets | 22,901,314 | 23,427,167 |
Total assets | 56,130,304 | 64,379,043 |
Current liabilities: | ||
Accounts payable | 24,987,061 | 25,411,243 |
Contract liabilities | 3,093,242 | 8,063,325 |
Accrued expenses | 3,632,874 | 4,071,231 |
Customer deposits | 555,676 | 603,046 |
Contingent consideration | 49,830 | 49,830 |
Notes payable | 2,490,486 | 3,204,840 |
Operating lease liabilities | 673,920 | 707,141 |
Total current liabilities | 35,483,089 | 42,110,656 |
Non-current liabilities: | ||
Operating lease liabilities | 1,292,500 | 1,380,362 |
Deferred tax liability | 769,036 | 817,419 |
Total non-current liabilities | 2,061,536 | 2,197,781 |
Total liabilities | 37,544,625 | 44,308,437 |
Commitments and contingencies (note 11) | ||
Stockholders’ equity: | ||
Preferred stock, $0.10 par value; 3,000,000 shares authorized; 0 shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 30,000,000 shares authorized; 13,768,594 issued and 12,318,761 outstanding as of March 31, 2024, and 13,522,669 issued and 12,072,836 outstanding as of December 31, 2023 | 13,769 | 13,523 |
Additional paid-in capital | 89,557,913 | 88,901,583 |
Treasury shares, cost basis: 1,449,833 shares as of March 31, 2024 and as of December 31, 2023 | (12,045,542) | (12,045,542) |
Accumulated deficit | (58,940,461) | (56,798,958) |
Total stockholders’ equity | 18,585,679 | 20,070,606 |
Total liabilities and stockholders’ equity | $ 56,130,304 | $ 64,379,043 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 13,768,594 | 13,522,669 |
Common stock, shares outstanding (in shares) | 12,318,761 | 12,072,836 |
Treasury stock, shares, cost basis (in shares) | 1,449,833 | 1,449,833 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total revenues and other income | $ 15,542,678 | $ 16,765,385 |
Total cost of revenues | 12,426,663 | 13,923,537 |
Gross profit | 3,116,015 | 2,841,848 |
Operating expenses: | ||
General and administrative | 4,283,878 | 7,098,858 |
Stock-based compensation | 656,576 | 479,641 |
Intangible asset amortization | 239,333 | 310,020 |
Total operating expenses | 5,179,787 | 7,888,519 |
Loss from operations | (2,063,772) | (5,046,671) |
Non-operating income (expense): | ||
Interest expense | (99,306) | (73,216) |
Interest income | 81 | 73,131 |
Contingent consideration | 0 | (160,232) |
Other income (expense) | (26,889) | (2,793) |
Total non-operating income (expense) | (126,114) | (163,110) |
Loss before income taxes | (2,189,886) | (5,209,781) |
Income tax benefit | 48,383 | 65,132 |
Net loss | (2,141,503) | (5,144,649) |
Comprehensive loss | $ (2,141,503) | $ (5,144,649) |
Net loss per share – basic (in dollars per share) | $ (0.18) | $ (0.48) |
Net loss per share – diluted (in dollars per share) | $ (0.18) | $ (0.48) |
Weighted average shares – basic (in shares) | 12,075,619 | 10,772,705 |
Weighted average shares – diluted (in shares) | 12,075,619 | 10,772,705 |
Equipment systems | ||
Revenues: | ||
Total revenues and other income | $ 2,508,287 | $ 2,911,823 |
Total cost of revenues | 2,172,383 | 2,477,505 |
Services | ||
Revenues: | ||
Total revenues and other income | 3,133,793 | 3,470,653 |
Total cost of revenues | 1,508,449 | 1,997,423 |
Construction design-build | ||
Revenues: | ||
Total revenues and other income | 9,825,457 | 10,205,952 |
Total cost of revenues | 8,692,432 | 9,315,993 |
Other | ||
Revenues: | ||
Total revenues and other income | 75,141 | 176,957 |
Total cost of revenues | $ 53,399 | $ 132,616 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2022 | 12,220,593 | ||||
Beginning balance at Dec. 31, 2022 | $ 34,731,764 | $ 12,221 | $ 84,882,982 | $ (38,117,897) | $ (12,045,542) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 479,641 | 479,641 | |||
Stock grant program vesting (in shares) | 103,572 | ||||
Stock grant program vesting | 0 | $ 103 | (103) | ||
Stock issued for contingent consideration (in shares) | 64,224 | ||||
Stock issued for contingent consideration | 191,919 | $ 64 | 191,855 | ||
Net loss | (5,144,649) | (5,144,649) | |||
Ending balance (in shares) at Mar. 31, 2023 | 12,388,389 | ||||
Ending balance at Mar. 31, 2023 | $ 30,258,675 | $ 12,388 | 85,554,375 | (43,262,546) | (12,045,542) |
Beginning balance (in shares) at Dec. 31, 2023 | 12,072,836 | 13,522,669 | |||
Beginning balance at Dec. 31, 2023 | $ 20,070,606 | $ 13,523 | 88,901,583 | (56,798,958) | (12,045,542) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 656,576 | 656,576 | |||
Stock grant program vesting (in shares) | 245,925 | ||||
Stock grant program vesting | 0 | $ 246 | (246) | ||
Net loss | $ (2,141,503) | (2,141,503) | |||
Ending balance (in shares) at Mar. 31, 2024 | 12,318,761 | 13,768,594 | |||
Ending balance at Mar. 31, 2024 | $ 18,585,679 | $ 13,769 | $ 89,557,913 | $ (58,940,461) | $ (12,045,542) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (2,141,503) | $ (5,144,649) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 434,595 | 404,069 |
Deferred income tax benefit | (48,383) | (65,132) |
Stock-based compensation expense | 656,576 | 479,641 |
Change in fair value of contingent consideration | 0 | 160,232 |
Other, net | 137,973 | 327,189 |
Changes in operating assets and liabilities (net of acquired amounts): | ||
Accounts receivable and contract receivables | 8,083,975 | (6,827,927) |
Prepaid expenses and other assets and property and equipment | (746,995) | (334,525) |
Accounts payable, contract liabilities, and accrued expenses | (5,841,001) | 7,118,280 |
Operating lease liability | (158,644) | (174,592) |
Customer deposits | (47,370) | (215,552) |
Net cash provided by (used in) operating activities | 329,223 | (4,272,966) |
Cash flows from investing activities: | ||
Refunds/(Purchases) of property and equipment | 8,487 | |
Refunds/(Purchases) of property and equipment | (133,833) | |
Net cash provided by (used in) investing activities | 8,487 | (133,833) |
Cash flows from financing activities: | ||
Additions to notes payable | 3,024,223 | 0 |
Repayment of notes payable | (3,738,577) | 0 |
Repayment of finance lease ROU liability | (43,180) | (43,410) |
Payments to settle contingent consideration | 0 | (230,309) |
Net cash used in financing activities | (757,534) | (273,719) |
Net change in cash | (419,824) | (4,680,518) |
Cash at beginning of period | 1,112,504 | 12,008,003 |
Cash at end of period | 692,680 | 7,327,485 |
Supplemental cash flow information: | ||
Cash paid for interest | 120,170 | 6,475 |
Net cash paid for income taxes | 22,975 | 23,487 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Operating lease right of use assets and liabilities extension | $ 0 | $ 101,264 |
ORGANIZATION, ACQUISITIONS, AND
ORGANIZATION, ACQUISITIONS, AND LIQUIDITY | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation, Business Combination, And Presentation Of Financial Statements [Abstract] | |
ORGANIZATION, ACQUISITIONS, AND LIQUIDITY | ORGANIZATION, ACQUISITIONS, AND LIQUIDITY Organization urban-gro, Inc. (“we,” “us,” “our,” the “Company,” or “urban-gro”) is an integrated professional services and design-build firm. We offer value-added architectural, engineering, and construction management solutions to the Controlled Environment Agriculture (“CEA”), industrial, healthcare, and other commercial sectors. Innovation, collaboration, and a commitment to sustainability drive our team to provide exceptional customer experiences. To serve our horticulture clients, we engineer, design and manage the construction of indoor CEA facilities and then integrate complex environmental equipment systems into those facilities. Through this work, we create high-performance indoor cultivation facilities for our clients to grow specialty crops, including leafy greens, vegetables, herbs, and plant-based medicines. Our custom-tailored approach to design, construction, procurement, and equipment integration provides a single point of accountability across all aspects of indoor growing operations. We also help our clients achieve operational efficiency and economic advantages through a full spectrum of professional services and programs focused on facility optimization and environmental health. Further, we serve a broad range of commercial and governmental entities, providing them with planning, consulting, architectural, engineering and construction design-build services for their facilities. We aim to work with our clients from the inception of their project in a way that provides value throughout the life of their facility. We are a trusted partner and advisor to our clients and offer a complete set of engineering and managed services complemented by a vetted suite of select cultivation equipment systems. Acquisitions DVO Effective October 31, 2022, the Company entered into an agreement with Dawson Van Orden, Inc. ("Seller" or "DVO") and DVO's shareholders (the "DVO Shareholders") to acquire substantially all of the operating assets and liabilities of DVO, a Texas based engineering firm with significant experience in indoor CEA. The purchase price of $6.1 million, after working capital adjustments, was comprised of (i) $1.2 million in cash, (ii) a $3.8 million Seller's promissory note, and (iii) $1.1 million of the Company's common stock. The Seller's promissory note was initially to be paid out over four fiscal quarters beginning in January 2023. In the third fiscal quarter ended September 30, 2023, a portion of that quarter’s note payment was extended to the first fiscal quarter ended March 31, 2024. The Seller’s promissory note balances as of March 31, 2024, and December 31, 2023, were $0.2 million and $0.6 million, respectively. The purchase price excludes up to $1.1 million of contingent consideration earnout that may become payable to the Seller dependent on the continued employment of the DVO Shareholders. The contingent consideration earnout is payable at the Company’s discretion, in cash or shares of the Company’s common stock with the value of such shares being determined based upon the volume-weighted average price ("VWAP") of the Company’s common stock in the ten trading days prior to the end of the applicable quarter for which the quarterly gross profit is calculated. The Company accounted for the acquisition as follows: Purchase price $ 6,072,366 Allocation of purchase price: Accounts receivable, net $ 1,134,909 Right of use asset $ 1,197,310 Property and equipment $ 229,058 Goodwill $ 3,444,926 Intangible assets $ 1,276,000 Accrued expenses $ (12,527) Right of use liability $ (1,197,310) Pro-forma disclosure of the DVO acquisition is not required as the historical results of DVO were not material to the Company's consolidated financial statements. Acquired goodwill from DVO represents the value expected to arise from organic growth and an opportunity to expand into a well-established market for the Company. Emerald/UG Construction Effective April 29, 2022, the Company acquired all of the issued and outstanding capital stock of Emerald Construction Management, Inc. (“Emerald”) from its shareholders (the “Emerald Sellers”). The purchase price of $7.7 million, after working capital adjustments, was comprised of (i) $3.4 million in cash, (ii) $2.5 million of the Company’s common stock, and (iii) $1.8 million of estimated contingent consideration earnout payable to the Emerald Sellers over the term of the earnout. The total contingent earnout payable to the Emerald Sellers is $2.0 million. Effective January 1, 2023, the terms of the contingent consideration earnout provisions were amended providing for the entire contingent consideration of up to $2.0 million to be earned based solely on the continued employment of the Emerald Sellers for a two year period. This resulted in the Company recording additional contingent consideration expense of $160,232 in the first quarter ended March 31, 2023. Per the amendment, the remaining contingent consideration earnout is payable quarterly, at the Company’s discretion, in cash or in shares of the Company’s common stock with the value of such shares being determined based upon the volume-weighted average price ("VWAP") of the Company’s common stock in the ten trading days prior to the end of the applicable quarter. Effective November 21, 2023, Emerald changed its name to UG Construction, Inc. (“UG Construction”). The Company accounted for the acquisition as follows: Purchase Price $ 7,671,557 Allocation of Purchase Price: Cash $ 622,641 Accounts receivable, net $ 2,666,811 Contract receivables $ 494,456 Prepayments and other assets $ 38,086 Property and equipment $ 403,008 Right of use asset $ 82,408 Goodwill $ 4,135,006 Intangible assets $ 3,659,000 Accrued expenses $ (2,361,302) Contract liabilities $ (1,071,399) Right of use liability $ (82,408) Deferred tax liability $ (914,750) Acquired goodwill from Emerald represents the value expected to arise from organic growth and an opportunity for the Company to expand into a well-established market. Per the Emerald Acquisition Agreement and Plan of Merger (the “Emerald Acquisition Agreement”), when the Company acquired all of the issued and outstanding capital stock of Emerald, the Emerald Sellers indemnified the Company for any material liabilities, losses, and actions or inaction which took place prior to the acquisition and that were not disclosed as part of the transaction. To that end, a pre-acquisition Emerald project incurred a substantial loss that was not disclosed in the Emerald Acquisition Agreement. The majority shareholder of Emerald has agreed to indemnify the Company for the loss, which is currently estimated to be $2.3 million (the “Indemnified Loss”). In the second fiscal quarter ended June 30, 2023, the Company offset $1.0 million of the Indemnified Loss against the total remaining contingent consideration and certain other liabilities owed to the majority shareholder of Emerald thereby resulting in a net amount due from the majority shareholder of Emerald to $1.3 million. Further, the Company has agreed to satisfy up to $1.2 million of the Indemnified Loss in the event a certain Emerald project is above a 7% profit margin, on a dollar for dollar basis. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are available to be issued. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Condensed Consolidated Financial Statements The Company has prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the SEC for condensed financial reporting. The condensed consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of stockholders’ equity and condensed consolidated statements of cash flows for the periods presented. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted in accordance with regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. During the three months ended March 31, 2024, there were no material changes made to the Company’s significant accounting policies. Use of Estimates In preparing condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated revenues earned under construction design-build contracts; estimated useful lives and potential impairment of long-lived assets, intangibles and goodwill; inventory write-offs; allowance for deferred tax assets; and allowance for bad debt. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Balance Sheet Classifications The Company includes in current assets and liabilities the following amounts that are in connection with construction contracts that may extend beyond one year: contract assets and contract liabilities (including retainage invoiced to customers contingent upon anything other than the passage of time), capitalized costs to fulfill contracts, retainage payable to sub-contractors and accrued losses on uncompleted contracts. A one-year time period is used to classify all other current assets and liabilities when not otherwise prescribed by the applicable accounting principles. Contract Assets and Liabilities The timing between when the Company invoices for its construction design-build customers can create a contract asset or contract liability. Refer to Note 3 - Revenue from Contracts with Customers for further discussion of the Company's contract assets and liabilities. Recently Issued Accounting Standards From time to time, the Financial Accounting Standards Board (the "FASB") or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s financial statements upon adoption. Management has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company's financial condition or the results of our operations. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS The Company recognizes revenue predominantly from the sale of equipment systems, services, construction design-build, and from other various immaterial contracts with customers from its CEA and Commercial sectors. The table below presents the revenue by source for the three months ended March 31, 2024 and 2023: For the three months ended March 31, 2024 CEA Commercial Total Relative Percentage Equipment systems $ 2,508,287 $ — $ 2,508,287 16% Services 867,907 2,265,886 3,133,793 20% Construction design-build 957,623 8,867,834 9,825,457 63% Other 75,141 — 75,141 —% Total revenues and other income $ 4,408,958 $ 11,133,720 $ 15,542,678 100% Relative percentage 28 % 72 % 100 % For the three months ended March 31, 2023 CEA Commercial Total Relative Percentage Equipment systems $ 2,911,823 $ — $ 2,911,823 17% Services 1,577,026 1,893,627 3,470,653 21% Construction design-build 383,524 9,822,428 10,205,952 61% Other 176,957 — 176,957 1% Total revenues and other income $ 5,049,330 $ 11,716,055 $ 16,765,385 100% Relative percentage 30 % 70 % 100 % Under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , a performance obligation is a promise in a contract with a customer, to transfer a distinct good or service to the customer. Equipment systems contracts are lump sum contracts, which require the performance of some, or all, of the obligations under the contract for a specified amount. Service revenue contracts, which include both architectural and engineering designs, generally contain multiple performance obligations which can span across multiple phases of a project and are generally set forth in the contract as distinct milestones. The majority of construction design-build contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. Some contracts have multiple performance obligations, most commonly due to the contract covering multiple phases of the project life cycle (design and construction). The transaction price for service contracts and construction design-build contracts is allocated to each distinct performance obligation and recognized as revenue when, or as, each performance obligation is satisfied. When there are multiple performance obligations under the same service contract, the Company allocates the transaction price to each performance obligation based on the standalone selling price. In general, payment terms are fixed at the time of the contract and are not subject to discounts, incentives, payment bonuses, credits, or penalties, unless negotiated in an amendment. When establishing the selling price to the customer, the Company uses various observable inputs. For equipment systems, the stand-alone selling price is determined by forecasting the expected costs of the products, and then adding in the appropriate margins established by management. For service revenues and construction design-build revenues, the Company estimates the selling price by reference to certain physical characteristics of the project, which include the facility size, the complexity of the design, and the mechanical systems involved, which are indicative of the scope and complexity for those services. Significant judgments are typically not required with respect to the determination of the transaction price based on the nature of the selling prices of the products and services delivered and the collectability of those amounts. Accordingly, the Company does not consider estimates of variable consideration to be constrained. The Company recognizes equipment systems, services, and construction design-build revenues when the performance obligation with the customer is satisfied. For satisfaction of equipment system revenues, the Company recognizes revenue when control of the promised good transfers to the customer, which predominately occurs at the time of shipment. For service revenues, satisfaction occurs as the services related to the distinct performance obligations are rendered or completed in exchange for consideration in an amount for which the Company is entitled. The time period between recognition and satisfaction of performance obligations is generally within the same reporting period; thus, there are no material unsatisfied or partially unsatisfied performance obligations for product or service revenues at the end of the reporting period. Construction design-build revenues are recognized as the Company's obligations are satisfied over time, using the ratio of project costs incurred to estimated total costs for each contract because of the continuous transfer of control to the customer as all of the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed. This continuous transfer of control to the customer is further supported by clauses in the contract that allow the customer to unilaterally terminate the contract for convenience, pay the Company for costs incurred plus a reasonable profit and take control of any work in process. This cost-to-cost measure is used for our construction design-build contracts because management considers it to be the best available measure of progress on these contracts. Contract modifications through change orders, claims and incentives are routine in the performance of the Company’s construction design-build contracts to account for changes in the contract specifications or requirements. In most instances, contract modifications are not distinct from the existing contract due to the significant integration of services provided in the contract and are accounted for as a modification of the existing contract and performance obligation. Either the Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Change orders that are unapproved as to both price and scope are evaluated as claims. The Company considers claims to be amounts in excess of approved contract prices that the Company seeks to collect from its customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes of unanticipated additional contract costs. The timing of when the Company bills customers on long-term construction design-build contracts is generally dependent upon agreed-upon contractual terms, which may include milestone billings based on the completion of certain phases of the work, or when services are provided. When as a result of contingencies, billings cannot occur until after the related revenue has been recognized, the result is unbilled revenue, which is included in contract assets. Additionally, when the Company may receives advances or deposits from customers before revenue is recognized; the result is deferred revenue, which is included in contract liabilities. Retainage subject to conditions other than the passage of time are included in contract assets and contract liabilities. Contract assets represent revenues recognized in excess of amounts paid or payable (contract receivables) to the Company on uncompleted contracts. Contract liabilities represent the Company’s obligation to perform on uncompleted contracts with customers for which the Company has received payment or for which contract receivables are outstanding. The following table provides information about contract assets and contract liabilities from contracts with customers: March 31, 2024 December 31, 2023 Contract assets: Revenue recognized in excess of amounts paid or payable (contract receivables) to the Company on uncompleted contracts (contract asset), excluding retainage $ 9,452,074 $ 9,364,915 Retainage included in contract assets due to being conditional on something other than solely passage of time 722,771 707,036 Total contract assets $ 10,174,845 $ 10,071,951 March 31, 2024 December 31, 2023 Contract liabilities: Payments received or receivable (contract receivables) in excess of revenue recognized on uncompleted contracts (contract liability) $ 3,020,140 $ 8,009,018 Retainage included in contract liabilities due to being conditional on something other than solely passage of time 73,102 54,307 Total contract liabilities $ 3,093,242 $ 8,063,325 Trade accounts receivable, net of allowance for doubtful accounts, balances from contracts with customers within the accompanying condensed consolidated balance sheets as of March 31, 2024, and December 31, 2023, were $15,575,996 and $23,857,287, respectively. Non-trade accounts receivable as of March 31, 2024, and December 31, 2023, were $3,178,874 and $3,134,452, respectively. Non-trade accounts receivables as of March 31, 2024,were comprised of the remaining Indemnified Loss receivable from the majority shareholder of Emerald further detailed in Note 1 – Organization, Acquisitions, and Liquidity and miscellaneous non-trade accounts receivable of 542,466. Non-trade accounts receivable as of December 31, 2023, were comprised of the indemnification loss receivable, and miscellaneous non-trade accounts receivable totaling $498,043. For equipment systems contracts, the Company’s predominant policy is to collect deposits from customers at the beginning of the contract and the balance of the contract payment prior to shipping. The Company does, in some cases, collect deposits or retainers as down payments on service contracts. Consumable products orders may be paid for in advance of shipment or for recurring customers with credit, payment terms of 30 days or less may be extended by the Company. Customer payments that have been collected prior to the performance obligation being recognized are recorded as customer deposit liabilities on the balance sheet. When the performance obligation is satisfied and all the criteria for revenue recognition are met, revenue is recognized. In certain situations when the customer has paid the deposit and services have been performed but the customer chooses not to proceed with the contract, the Company is entitled to keep the deposit and recognize revenue. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS A director of the Company is an owner of Cloud 9 Support, LLC (“Cloud 9”) and Potco LLC (“Potco”). Cloud 9 purchases materials from the Company for use with its customers and Potco purchases equipment from the Company for use in its cultivation facility. Another director of the Company is working on a vertical farming innovation model with a group of CEA experts (“the CEA Consortium”). The CEA Consortium contracts services from the Company related to their business model. The table below presents the revenues for these related party entities for the three months ended March 31, 2024, and 2023: Three Months Ended March 31, 2024 2023 Revenue - Cloud 9 $ — $ — Revenue - Potco — 479,897 Revenue - CEA Consortium $ — $ — Total revenues from related party transactions $ — $ 479,897 The table below presents the accounts receivable from these related party entities as of March 31, 2024, and December 31, 2023: March 31, 2024 December 31, 2023 Accounts receivable - Cloud 9 $ — $ — Accounts receivable - Potco 163,088 163,088 Accounts receivable - CEA Consortium $ 245,000 $ 245,000 Total accounts receivable due from related party transactions $ 408,088 $ 408,088 |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS | PREPAID EXPENSES AND OTHER ASSETS Prepayments and other assets are comprised of prepayments paid to vendors to initiate orders, prepaid services and fees, inventories, and other assets. These amounts are summarized as follows: March 31, 2024 December 31, 2023 Vendor prepayments $ 1,873,443 $ 1,124,118 Prepaid services and fees 1,461,345 1,379,949 Inventories 236,814 228,858 Other assets 34,993 42,757 Total Prepaid expenses and other assets $ 3,606,595 $ 2,775,682 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment balances are summarized as follows: March 31, 2024 December 31, 2023 Computers and technology equipment $ 297,592 $ 294,322 Furniture and fixtures 325,485 325,485 Leasehold improvements 228,760 228,760 Vehicles 432,823 432,823 Software 1,075,813 1,087,569 Other equipment 145,950 145,951 Accumulated depreciation (1,250,866) (1,095,517) Total Property and equipment, net $ 1,255,557 $ 1,419,393 Depreciation expense for the three months ended March 31, 2024, and 2023 totaled $195,262 and $94,049, respectively. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS As of March 31, 2024 and December 31, 2023 the Company did not have any investments. XS Financial On October 30, 2021, the Company participated in a convertible note offering of Xtraction Services, Inc., a/k/a XS Financial Inc. (CSE: XSF) (OTCQB: XSHLF) ("XSF"), a specialty finance company providing CAPEX financing solutions, including equipment leasing, to CEA companies in the United States. The Company invested $2,500,000 of a total $43,500,000 raised by XSF. Prior to any Nasdaq listing, the investment incurs 9.5% interest payable, of which, 7.5% is cash interest and 2.0% is interest paid in kind. Subsequent to any Nasdaq listing by XSF, the investment incurs 8.0% cash interest. The debt matures on October 28, 2023, with a one-year option at the sole discretion of XSF to extend the maturity date. In addition, the Company received 1,250,000 warrants denominated in Canadian dollars ("C$") with a C$0.45 exercise price as subject to the warrant instrument. No value was attributed to the warrants at the time of the investment. In August 2023, the Company entered into an agreement to sell back its investment to XSF for $2.3 million and cancel the warrants. The Company received the $2.3 million in proceeds on August 30, 2023. In connection with the agreement to sell the investment, the Company recorded an impairment loss of $0.3 million. |
GOODWILL & INTANGIBLE ASSETS
GOODWILL & INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL & INTANGIBLE ASSETS | GOODWILL & INTANGIBLE ASSETS Goodwill The Company has recorded goodwill in conjunction with the acquisitions it has completed. The goodwill balances as of March 31, 2024 and December 31, 2023 were $15,572,050 and $15,572,050, respectively. Goodwill is not amortized. The Company did not record any impairment charges related to goodwill for the three months ended March 31, 2024 and 2023. Intangible Assets Other Than Goodwill Intangible assets as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, 2024 Cost Accumulated Amortization Net Book Value Finite-lived intangible assets: Customer relationships $ 4,212,100 $ (1,155,181) $ 3,056,919 Trademarks and trade names 1,778,000 (752,317) 1,025,683 Backlog and other 768,113 (723,831) 44,282 Total finite-lived intangible assets: 6,758,213 (2,631,329) 4,126,884 Indefinite-lived intangible assets: Trade name 28,291 — 28,291 Total indefinite-lived intangible assets 28,291 — 28,291 Total intangible assets, net $ 6,786,504 $ (2,631,329) $ 4,155,175 December 31, 2023 Cost Accumulated Amortization Net Book Value Finite-lived intangible assets: Customer relationships $ 4,212,100 $ (1,004,749) $ 3,207,351 Trademarks and trade names 1,778,000 (663,417) 1,114,583 Backlog and other 768,113 (723,831) 44,282 Total finite-lived intangible assets: 6,758,213 (2,391,997) 4,366,216 Indefinite-lived intangible assets: Trade name 28,291 — 28,291 Total indefinite-lived intangible assets 28,291 — 28,291 Total intangible assets, net $ 6,786,504 $ (2,391,997) $ 4,394,507 Amortization expense for intangible assets subject to amortization for the three months ended March 31, 2024 and 2023 was $239,333 and $310,020, respectively. The estimated future amortization expense for intangible assets subject to amortization as of March 31, 2024, is summarized below: For the years ending December 31, Estimated Future Remainder of 2024 $ 730,301 2025 959,788 2026 918,205 2027 693,555 2028 554,540 Thereafter 270,495 Total estimated future amortization expense $ 4,126,884 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses are summarized as follows: March 31, December 31, Accrued operating expenses $ 297,577 $ 834,144 Accrued wages and related expenses 1,540,201 1,428,364 Accrued 401(k) 22,346 66,642 Accrued interest expense 35,671 26,000 Accrued sales tax payable 1,737,079 1,716,081 Total accrued expenses $ 3,632,874 $ 4,071,231 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE The table below shows outstanding notes payable amounts as of March 31, 2024 and December 31, 2023. As of March 31, 2024 December 31, 2023 Line of credit $ 2,000,000 $ 2,500,000 DVO note 204,330 575,240 Other financing agreements 286,156 129,600 Total $ 2,490,486 $ 3,204,840 Less current maturities (2,490,486) (3,204,840) Long Term — – On December 13, 2023, UG Construction, a wholly owned subsidiary of the Company, entered into an interest only asset based revolving Loan Agreement (the “Line of Credit”) with Gemini Finance Corp. (“Lender”) pursuant to which Lender extended to UG Construction a secured line of credit in an amount not to exceed $10,000,000, to be used to assist UG Construction and the Company with cash management. Lender will consider requests for advances under the Line of Credit, which Lender may accept or reject in its discretion, until September 12, 2024 (the “Initial Term”), subject to an automatic extension for an additional nine-month term until May 12, 2025, provided that UG Construction is in compliance with all the terms of the applicable loan documents and Lender has not sent a written notice of non-renewal at least 60 days prior to expiration of the Initial Term. The Line of Credit contains standard events of default and representations and warranties by UG Construction and the Lender and the Company have entered into a Continuing Guaranty pursuant to which the Company will guarantee repayment of the loans associated with the Line of Credit (the “Guaranty Agreement”). Loans made under the Line of Credit shall be evidenced by a Secured Promissory Note - Revolving issued by UG Construction to the Lender (the “Promissory Note”), and each draw on the Promissory Note shall be due and payable on or before 180 days after such draw is funded to UG Construction; provided that, such draw is also subject to a mandatory prepayment upon UG Construction’s receipt of payment for any invoice previously submitted and approved for financing by Lender. Lender will receive a security interest in UG Construction’s Collateral (as defined in the “Security Agreement” entered into as part of the Line of Credit). The Promissory Note earns interest at a monthly rate of one and seventy-five hundredths percent (1.75%). In connection with entering in the Line of Credit, the Company has agreed to issue to Bancroft Capital, LLC (the “Placement Agent”) cash and warrant compensation in two separate tranches, the first being earned upon closing of the Line of Credit and the remainder of which will be due if and when UG Construction draws more than $4,500,000 from the Line of Credit. Both instances are detailed as follows: 1.At closing of the Line of Credit, the Placement Agent earned a cash fee of $200,000. In addition to the cash fee, the Company will issue to the Placement Agent or its designees, $200,000 worth of warrants (the “Placement Agent’s Warrants”) to purchase the Company’s common stock at a price per share equal to 110% of the daily volume weighted average closing price of the Company’s common stock on the Nasdaq exchange for a period consisting of ten (10) consecutive trading days ending on and inclusive of the trading day of the Closing. The Placement Agent’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing six (6) months from the date of issuance. The Placement Agent’s Warrants will provide for registration rights (including a one-time demand registration right and unlimited piggyback rights), cashless exercise and customary anti-dilution provisions (for stock dividends and splits) and anti-dilution protection (adjustment in the number and price of such warrants and the shares underlying such warrants) resulting from corporate events (which would include dividends, reorganizations, mergers, etc.). 2. If and when Emerald draws more than $4,500,000 from the Line of Credit, the Placement Agent will earn an additional cash fee of $200,000, and an additional $200,000 worth of Placement Agent’s Warrants to purchase the Company’s common stock at a price per share equal to 110% of the daily volume weighted average closing price of the Company’s common stock on the Nasdaq exchange for a period consisting of ten (10) consecutive trading days ending on and inclusive of the trading day of the date that the draws exceeding $4,500,000 were to take place. As part of the Asset Purchase Agreement of DVO, a non-negotiable promissory note in the aggregate principal amount of $3,806,250, payable to DVO was issued effective November 1, 2022 (the "DVO Promissory Note"). The principal amount, together with the simple interest accrued on the unpaid principal amount outstanding was to be paid by the Company on a quarterly basis for the first four consecutive quarters, with the first payment paid in January 2023, and the remaining three payments due ten days following the end of each subsequent fiscal quarter thereafter until the earlier of the end of the fourth full fiscal quarter following the closing date December 31, 2023 or the payment in full of all amounts due. In the third quarter ended September 30, 2023, a portion of that quarter’s note payment was extended to the first quarter ended March 31, 2024. The DVO Promissory Note may be prepaid in whole or in part at any time without premium or penalty; provided, that each payment shall be accompanied by payment of all unpaid costs, fees and expenses, if any, which are due plus all accrued and unpaid interest due as of the date of such prepayment. The outstanding principal balance under the DVO Promissory Note shall bear simple interest at a variable rate per annum equal to the rate of interest most recently published by JP Morgan Chase & Co. as the "prime rate" (the "Prime Rate"). Initially, interest will accrue at the Prime Rate as of the date of the DVO Promissory Note. The interest rate will be adjusted on a quarterly basis as of the first day of each full fiscal quarter following the first full fiscal quarter after the closing date to the then current Prime Rate. In connection with the extension of the DVO Promissory Note payment to the first quarter ended March 31, 2024, the interest rate was revised to a fixed rate of 10%, with principal and interest to be paid on a weekly basis. The other financing agreements relate to short-term financing of the Company's insurance policies and are at an average interest rate of 13.6%. |
OPERATING LEASE LIABILITIES AND
OPERATING LEASE LIABILITIES AND COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
OPERATING LEASE LIABILITIES AND COMMITMENTS AND CONTINGENCIES | OPERATING LEASE LIABILITIES AND COMMITMENTS AND CONTINGENCIES The Company has seven operating office lease liabilities and one finance office lease liability with an imputed annual interest rate of 8.0%. Five of the leases were assigned to the Company in connection with its various acquisitions. The remaining lease terms range from less than a year to 6 years, as of March 31, 2024. The following is a summary of operating lease liabilities: March 31, December 31, Operating lease liabilities related to right of use assets $ 1,966,420 $ 2,087,503 Less current portion (673,920) (707,141) Long term $ 1,292,500 $ 1,380,362 The following is a schedule showing total future minimum lease payments: For the years ending December 31, Minimum Lease Payments Remainder of 2024 $ 552,251 2025 573,133 2026 404,751 2027 346,812 2028 253,415 Thereafter 82,488 Total minimum lease payments 2,212,850 Less: Amount representing interest (246,430) Net lease obligations $ 1,966,420 From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no ongoing legal proceedings for which management believes the ultimate outcome would have a material adverse effect on the Company’s results of operations and cash flows. On August 11, 2023, the Company entered into a settlement agreement (the “Settlement Agreement”) with Crest Ventures, LLC (“Crest”) and Andrew Telsey to settle all claims in the litigation filed in the District Court for Arapahoe County, Colorado, Case No. 2021CV31301. Pursuant to the Settlement Agreement, the Company paid $1,500,000 to Crest on September 7, 2023. In connection with this settlement, the Company recorded a loss in the second quarter ended June 30, 2023 of $1,500,000 in accordance with GAAP related to loss contingencies. |
OPERATING LEASE LIABILITIES AND COMMITMENTS AND CONTINGENCIES | OPERATING LEASE LIABILITIES AND COMMITMENTS AND CONTINGENCIES The Company has seven operating office lease liabilities and one finance office lease liability with an imputed annual interest rate of 8.0%. Five of the leases were assigned to the Company in connection with its various acquisitions. The remaining lease terms range from less than a year to 6 years, as of March 31, 2024. The following is a summary of operating lease liabilities: March 31, December 31, Operating lease liabilities related to right of use assets $ 1,966,420 $ 2,087,503 Less current portion (673,920) (707,141) Long term $ 1,292,500 $ 1,380,362 The following is a schedule showing total future minimum lease payments: For the years ending December 31, Minimum Lease Payments Remainder of 2024 $ 552,251 2025 573,133 2026 404,751 2027 346,812 2028 253,415 Thereafter 82,488 Total minimum lease payments 2,212,850 Less: Amount representing interest (246,430) Net lease obligations $ 1,966,420 From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no ongoing legal proceedings for which management believes the ultimate outcome would have a material adverse effect on the Company’s results of operations and cash flows. On August 11, 2023, the Company entered into a settlement agreement (the “Settlement Agreement”) with Crest Ventures, LLC (“Crest”) and Andrew Telsey to settle all claims in the litigation filed in the District Court for Arapahoe County, Colorado, Case No. 2021CV31301. Pursuant to the Settlement Agreement, the Company paid $1,500,000 to Crest on September 7, 2023. In connection with this settlement, the Company recorded a loss in the second quarter ended June 30, 2023 of $1,500,000 in accordance with GAAP related to loss contingencies. |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
RISKS AND UNCERTAINTIES | RISKS AND UNCERTAINTIES Concentration Risk The table below shows customers who account for 10% or more of the Company’s total revenues and 10% or more of the Company’s accounts receivable for the periods presented: Customers exceeding 10% of revenue Three Months Ended Company Customer Number 2024 2023 C000002187 42 % 43 % C000002336 * 17 % *Amounts less than 10% Customers exceeding 10% of accounts receivable As of As of Company Customer Number 2024 2023 C000002187 * 57 % C000002345 14 % * *Amounts less than 10% The table below shows vendors who account for 10% or more of the Company’s total purchases and 10% or more of the Company’s accounts payable for the periods presented: Vendors exceeding 10% of purchases Three Months Ended Company Vendor Number 2024 2023 V000002275 * 19 % V000002589 14 % * V000002503 14 % * *Amounts less than 10% Vendors exceeding 10% of accounts payable As of As of Company Vendor Number 2024 2023 V000002275 14 % 13 % *Amounts less than 10% Foreign Exchange Risk Although our revenues and expenses are expected to be predominantly denominated in United States dollars, we may be exposed to currency exchange fluctuations. Recent events in the global financial markets have been coupled with increased volatility in the currency markets. Fluctuations in the exchange rate between the U.S. dollar, the Canadian dollar, the Euro, and the currency of other regions in which we may operate may have a material adverse effect on our business, financial condition and operating results. We may, in the future, establish a program to hedge a portion of our foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements. However, even if we develop a hedging program, it may not mitigate currency risks. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Based on the vesting schedule of the grants of restricted stock units (“RSU” or “RSUs”) and options, stock-based compensation expense for the three months ended March 31, 2024 and 2023 totaled $656,576 and $479,641, respectively. The Company has adopted the 2021 Omnibus Stock Incentive Plan, as amended (the “Omnibus Incentive Plan”), which provides for the issuance of incentive stock options, grants of RSUs, and stock-based awards to employees, directors, and consultants of the Company to reward and attract employees and compensate the Company’s Board of Directors (the “Board”) and vendors when applicable. The Omnibus Incentive Plan is administered by the Company's Board. Grants of RSUs under the Omnibus Incentive Plan are valued at no less than the market price of the stock on the date of grant. The fair value of the options is calculated using the Black-Scholes pricing model based on the estimated market value of the underlying common stock at the valuation measurement date, the remaining contractual term of the options, risk-free interest rate and expected volatility of the price of the underlying common stock of 100%. There is a moderate degree of subjectivity involved when estimating the value of stock options with the Black-Scholes option pricing model as the assumptions used are moderately judgmental. Grant of RSUs and stock options are sometimes offered as part of an employment offer package, to ensure continuity of service or as a reward for performance. Grants of RSUs and stock options typically require a 1 to 3 year period of continued employment or service performance before the grant of RSUs or stock options vest. No cash flow effects are anticipated for grants of RSUs or stock options. The following schedule shows grants of RSU activity for the three months ended March 31, 2024: Number of Grants of RSUs unvested as of December 31, 2023 594,269 Grants of RSUs 365,793 Forfeiture/cancelled — Grants of RSUs vested and issued (245,925) Grants of RSUs unvested as of March 31, 2024 714,137 The following table summarizes the vesting time periods of these unvested RSUs: Number of Shares Vesting Time Period 173,452 Remainder of 2024 170,577 2025 370,108 2026 714,137 The following schedule shows stock option activity for the three months ended March 31, 2024. Number of Shares Weighted Weighted Stock options outstanding as of December 31, 2023 662,283 7.9 $ 6.77 Issued 35,000 0.5 $ 1.21 Forfeited — 0 $ — Exercised — 0 $ — Stock options outstanding as of March 31, 2024 697,283 7.9 $ 6.77 Stock options exercisable as of March 31, 2024 655,538 7.9 $ 6.30 As of March 31, 2024, the Company has $43,204 in unrecognized stock-based compensation expense related to these stock options. The aggregate intrinsic value of the options outstanding and exercisable at March 31, 2024 is $0. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY On May 24, 2021, the Board authorized a stock repurchase program to purchase up to $5.0 million of the currently outstanding shares of the Company’s common stock, over a period of 12 months through open market purchases, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. On January 18, 2022, the Board authorized a $2.0 million increase to the stock repurchase program, to a total of $7.0 million. On February 2, 2022, the Board authorized an additional $1.5 million increase to the stock repurchase, to a total of $8.5 million. On September 12, 2022, the Board authorized an additional $2 million increase to the stock repurchase, to a total of $10.5 million. In total, the Company has repurchased 1,099,833 shares of common stock at an average price per share of $8.25 for a total of $9.1 million, under this program. The Company did not repurchase shares of common stock either during the three months ended March 31, 2024 or during the three months ended March 31, 2023. As of March 31, 2024, we have $1.4 million remaining under the repurchase program. In February 2021, the Company repurchased 350,000 shares of common stock with an average price per share of $8.50, for a total of $3.0 million, outside of any stock repurchase or publicly announced program. The following table shows warrant activity for the three months ended March 31, 2024. Number of Weighted Warrants outstanding as of December 31, 2023 486,030 $ 8.33 Issued — $ — Exercised — $ — Expired — $ — Warrants outstanding as of March 31, 2024 486,030 $ 8.33 Warrants exercisable as of March 31, 2024 486,030 $ 8.33 The aggregate intrinsic value of the warrants outstanding and exercisable as of March 31, 2024 is $0. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
WARRANTS | STOCKHOLDERS’ EQUITY On May 24, 2021, the Board authorized a stock repurchase program to purchase up to $5.0 million of the currently outstanding shares of the Company’s common stock, over a period of 12 months through open market purchases, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. On January 18, 2022, the Board authorized a $2.0 million increase to the stock repurchase program, to a total of $7.0 million. On February 2, 2022, the Board authorized an additional $1.5 million increase to the stock repurchase, to a total of $8.5 million. On September 12, 2022, the Board authorized an additional $2 million increase to the stock repurchase, to a total of $10.5 million. In total, the Company has repurchased 1,099,833 shares of common stock at an average price per share of $8.25 for a total of $9.1 million, under this program. The Company did not repurchase shares of common stock either during the three months ended March 31, 2024 or during the three months ended March 31, 2023. As of March 31, 2024, we have $1.4 million remaining under the repurchase program. In February 2021, the Company repurchased 350,000 shares of common stock with an average price per share of $8.50, for a total of $3.0 million, outside of any stock repurchase or publicly announced program. The following table shows warrant activity for the three months ended March 31, 2024. Number of Weighted Warrants outstanding as of December 31, 2023 486,030 $ 8.33 Issued — $ — Exercised — $ — Expired — $ — Warrants outstanding as of March 31, 2024 486,030 $ 8.33 Warrants exercisable as of March 31, 2024 486,030 $ 8.33 The aggregate intrinsic value of the warrants outstanding and exercisable as of March 31, 2024 is $0. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company has experienced cumulative losses for both book and tax purposes since inception. The potential future recovery of any tax assets that the Company may be entitled to due to these accumulated losses is uncertain and any tax assets that that the Company may be entitled to have been fully reserved based on management’s current estimates. Management intends to continue maintaining a full valuation allowance on the Company’s deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances.The deferred income tax benefit for the three months ended March 31, 2024 and 2023 relates to the reduction in the deferred tax liability associated with the amortization of the intangible assets from the acquisitions of the 2WR Entities and Emerald. The Company records state income taxes paid during the year within the Other income (expense) financial statement line item. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS None. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Unaudited Condensed Consolidated Financial Statements | Unaudited Condensed Consolidated Financial Statements |
Use of Estimates | Use of Estimates In preparing condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated revenues earned under construction design-build contracts; estimated useful lives and potential impairment of long-lived assets, intangibles and goodwill; inventory write-offs; allowance for deferred tax assets; and allowance for bad debt. |
Reclassification and Balance Sheet Classifications | Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Balance Sheet Classifications The Company includes in current assets and liabilities the following amounts that are in connection with construction contracts that may extend beyond one year: contract assets and contract liabilities (including retainage invoiced to customers contingent upon anything other than the passage of time), capitalized costs to fulfill contracts, retainage payable to sub-contractors and accrued losses on uncompleted contracts. A one-year time period is used to classify all other current assets and liabilities when not otherwise prescribed by the applicable accounting principles. |
Contract Assets and Liabilities | Contract Assets and Liabilities |
Recently Issued Accounting Standards | Recently Issued Accounting Standards From time to time, the Financial Accounting Standards Board (the "FASB") or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s financial statements upon adoption. Management has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company's financial condition or the results of our operations. |
ORGANIZATION, ACQUISITIONS, A_2
ORGANIZATION, ACQUISITIONS, AND LIQUIDITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation, Business Combination, And Presentation Of Financial Statements [Abstract] | |
Schedule of Purchase Price Allocation | The Company accounted for the acquisition as follows: Purchase price $ 6,072,366 Allocation of purchase price: Accounts receivable, net $ 1,134,909 Right of use asset $ 1,197,310 Property and equipment $ 229,058 Goodwill $ 3,444,926 Intangible assets $ 1,276,000 Accrued expenses $ (12,527) Right of use liability $ (1,197,310) The Company accounted for the acquisition as follows: Purchase Price $ 7,671,557 Allocation of Purchase Price: Cash $ 622,641 Accounts receivable, net $ 2,666,811 Contract receivables $ 494,456 Prepayments and other assets $ 38,086 Property and equipment $ 403,008 Right of use asset $ 82,408 Goodwill $ 4,135,006 Intangible assets $ 3,659,000 Accrued expenses $ (2,361,302) Contract liabilities $ (1,071,399) Right of use liability $ (82,408) Deferred tax liability $ (914,750) |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue, by Source | The table below presents the revenue by source for the three months ended March 31, 2024 and 2023: For the three months ended March 31, 2024 CEA Commercial Total Relative Percentage Equipment systems $ 2,508,287 $ — $ 2,508,287 16% Services 867,907 2,265,886 3,133,793 20% Construction design-build 957,623 8,867,834 9,825,457 63% Other 75,141 — 75,141 —% Total revenues and other income $ 4,408,958 $ 11,133,720 $ 15,542,678 100% Relative percentage 28 % 72 % 100 % For the three months ended March 31, 2023 CEA Commercial Total Relative Percentage Equipment systems $ 2,911,823 $ — $ 2,911,823 17% Services 1,577,026 1,893,627 3,470,653 21% Construction design-build 383,524 9,822,428 10,205,952 61% Other 176,957 — 176,957 1% Total revenues and other income $ 5,049,330 $ 11,716,055 $ 16,765,385 100% Relative percentage 30 % 70 % 100 % |
Schedule of Contract Assets and Contract Liabilities from Contracts with Customers | The following table provides information about contract assets and contract liabilities from contracts with customers: March 31, 2024 December 31, 2023 Contract assets: Revenue recognized in excess of amounts paid or payable (contract receivables) to the Company on uncompleted contracts (contract asset), excluding retainage $ 9,452,074 $ 9,364,915 Retainage included in contract assets due to being conditional on something other than solely passage of time 722,771 707,036 Total contract assets $ 10,174,845 $ 10,071,951 March 31, 2024 December 31, 2023 Contract liabilities: Payments received or receivable (contract receivables) in excess of revenue recognized on uncompleted contracts (contract liability) $ 3,020,140 $ 8,009,018 Retainage included in contract liabilities due to being conditional on something other than solely passage of time 73,102 54,307 Total contract liabilities $ 3,093,242 $ 8,063,325 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions on Financial Statements | The table below presents the revenues for these related party entities for the three months ended March 31, 2024, and 2023: Three Months Ended March 31, 2024 2023 Revenue - Cloud 9 $ — $ — Revenue - Potco — 479,897 Revenue - CEA Consortium $ — $ — Total revenues from related party transactions $ — $ 479,897 The table below presents the accounts receivable from these related party entities as of March 31, 2024, and December 31, 2023: March 31, 2024 December 31, 2023 Accounts receivable - Cloud 9 $ — $ — Accounts receivable - Potco 163,088 163,088 Accounts receivable - CEA Consortium $ 245,000 $ 245,000 Total accounts receivable due from related party transactions $ 408,088 $ 408,088 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Assets | These amounts are summarized as follows: March 31, 2024 December 31, 2023 Vendor prepayments $ 1,873,443 $ 1,124,118 Prepaid services and fees 1,461,345 1,379,949 Inventories 236,814 228,858 Other assets 34,993 42,757 Total Prepaid expenses and other assets $ 3,606,595 $ 2,775,682 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment Balances | Property and equipment balances are summarized as follows: March 31, 2024 December 31, 2023 Computers and technology equipment $ 297,592 $ 294,322 Furniture and fixtures 325,485 325,485 Leasehold improvements 228,760 228,760 Vehicles 432,823 432,823 Software 1,075,813 1,087,569 Other equipment 145,950 145,951 Accumulated depreciation (1,250,866) (1,095,517) Total Property and equipment, net $ 1,255,557 $ 1,419,393 |
GOODWILL & INTANGIBLE ASSETS (T
GOODWILL & INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, 2024 Cost Accumulated Amortization Net Book Value Finite-lived intangible assets: Customer relationships $ 4,212,100 $ (1,155,181) $ 3,056,919 Trademarks and trade names 1,778,000 (752,317) 1,025,683 Backlog and other 768,113 (723,831) 44,282 Total finite-lived intangible assets: 6,758,213 (2,631,329) 4,126,884 Indefinite-lived intangible assets: Trade name 28,291 — 28,291 Total indefinite-lived intangible assets 28,291 — 28,291 Total intangible assets, net $ 6,786,504 $ (2,631,329) $ 4,155,175 December 31, 2023 Cost Accumulated Amortization Net Book Value Finite-lived intangible assets: Customer relationships $ 4,212,100 $ (1,004,749) $ 3,207,351 Trademarks and trade names 1,778,000 (663,417) 1,114,583 Backlog and other 768,113 (723,831) 44,282 Total finite-lived intangible assets: 6,758,213 (2,391,997) 4,366,216 Indefinite-lived intangible assets: Trade name 28,291 — 28,291 Total indefinite-lived intangible assets 28,291 — 28,291 Total intangible assets, net $ 6,786,504 $ (2,391,997) $ 4,394,507 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, 2024 Cost Accumulated Amortization Net Book Value Finite-lived intangible assets: Customer relationships $ 4,212,100 $ (1,155,181) $ 3,056,919 Trademarks and trade names 1,778,000 (752,317) 1,025,683 Backlog and other 768,113 (723,831) 44,282 Total finite-lived intangible assets: 6,758,213 (2,631,329) 4,126,884 Indefinite-lived intangible assets: Trade name 28,291 — 28,291 Total indefinite-lived intangible assets 28,291 — 28,291 Total intangible assets, net $ 6,786,504 $ (2,631,329) $ 4,155,175 December 31, 2023 Cost Accumulated Amortization Net Book Value Finite-lived intangible assets: Customer relationships $ 4,212,100 $ (1,004,749) $ 3,207,351 Trademarks and trade names 1,778,000 (663,417) 1,114,583 Backlog and other 768,113 (723,831) 44,282 Total finite-lived intangible assets: 6,758,213 (2,391,997) 4,366,216 Indefinite-lived intangible assets: Trade name 28,291 — 28,291 Total indefinite-lived intangible assets 28,291 — 28,291 Total intangible assets, net $ 6,786,504 $ (2,391,997) $ 4,394,507 |
Schedule of Future Amortization Expenses of Intangible Assets | The estimated future amortization expense for intangible assets subject to amortization as of March 31, 2024, is summarized below: For the years ending December 31, Estimated Future Remainder of 2024 $ 730,301 2025 959,788 2026 918,205 2027 693,555 2028 554,540 Thereafter 270,495 Total estimated future amortization expense $ 4,126,884 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are summarized as follows: March 31, December 31, Accrued operating expenses $ 297,577 $ 834,144 Accrued wages and related expenses 1,540,201 1,428,364 Accrued 401(k) 22,346 66,642 Accrued interest expense 35,671 26,000 Accrued sales tax payable 1,737,079 1,716,081 Total accrued expenses $ 3,632,874 $ 4,071,231 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Notes Payable | The table below shows outstanding notes payable amounts as of March 31, 2024 and December 31, 2023. As of March 31, 2024 December 31, 2023 Line of credit $ 2,000,000 $ 2,500,000 DVO note 204,330 575,240 Other financing agreements 286,156 129,600 Total $ 2,490,486 $ 3,204,840 Less current maturities (2,490,486) (3,204,840) Long Term — – |
OPERATING LEASE LIABILITIES A_2
OPERATING LEASE LIABILITIES AND COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Summary of Operating Lease Liabilities | The following is a summary of operating lease liabilities: March 31, December 31, Operating lease liabilities related to right of use assets $ 1,966,420 $ 2,087,503 Less current portion (673,920) (707,141) Long term $ 1,292,500 $ 1,380,362 |
Schedule of Future Minimum Rental Payments for Operating Leases | The following is a schedule showing total future minimum lease payments: For the years ending December 31, Minimum Lease Payments Remainder of 2024 $ 552,251 2025 573,133 2026 404,751 2027 346,812 2028 253,415 Thereafter 82,488 Total minimum lease payments 2,212,850 Less: Amount representing interest (246,430) Net lease obligations $ 1,966,420 |
RISKS AND UNCERTAINTIES (Tables
RISKS AND UNCERTAINTIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risks | The table below shows customers who account for 10% or more of the Company’s total revenues and 10% or more of the Company’s accounts receivable for the periods presented: Customers exceeding 10% of revenue Three Months Ended Company Customer Number 2024 2023 C000002187 42 % 43 % C000002336 * 17 % *Amounts less than 10% Customers exceeding 10% of accounts receivable As of As of Company Customer Number 2024 2023 C000002187 * 57 % C000002345 14 % * *Amounts less than 10% The table below shows vendors who account for 10% or more of the Company’s total purchases and 10% or more of the Company’s accounts payable for the periods presented: Vendors exceeding 10% of purchases Three Months Ended Company Vendor Number 2024 2023 V000002275 * 19 % V000002589 14 % * V000002503 14 % * *Amounts less than 10% Vendors exceeding 10% of accounts payable As of As of Company Vendor Number 2024 2023 V000002275 14 % 13 % *Amounts less than 10% |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Grants Activity | The following schedule shows grants of RSU activity for the three months ended March 31, 2024: Number of Grants of RSUs unvested as of December 31, 2023 594,269 Grants of RSUs 365,793 Forfeiture/cancelled — Grants of RSUs vested and issued (245,925) Grants of RSUs unvested as of March 31, 2024 714,137 |
Schedule of Vesting Periods | The following table summarizes the vesting time periods of these unvested RSUs: Number of Shares Vesting Time Period 173,452 Remainder of 2024 170,577 2025 370,108 2026 714,137 |
Schedule of Stock Option Activity | The following schedule shows stock option activity for the three months ended March 31, 2024. Number of Shares Weighted Weighted Stock options outstanding as of December 31, 2023 662,283 7.9 $ 6.77 Issued 35,000 0.5 $ 1.21 Forfeited — 0 $ — Exercised — 0 $ — Stock options outstanding as of March 31, 2024 697,283 7.9 $ 6.77 Stock options exercisable as of March 31, 2024 655,538 7.9 $ 6.30 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Warrant Activity | The following table shows warrant activity for the three months ended March 31, 2024. Number of Weighted Warrants outstanding as of December 31, 2023 486,030 $ 8.33 Issued — $ — Exercised — $ — Expired — $ — Warrants outstanding as of March 31, 2024 486,030 $ 8.33 Warrants exercisable as of March 31, 2024 486,030 $ 8.33 |
ORGANIZATION, ACQUISITIONS, A_3
ORGANIZATION, ACQUISITIONS, AND LIQUIDITY - Narrative (Details) | 3 Months Ended | |||||
Oct. 31, 2022 USD ($) quarter trading_day | Apr. 29, 2022 USD ($) trading_day | Mar. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | ||||||
Notes payable | $ 2,490,486 | $ 3,204,840 | ||||
Acquisition, additional contingent consideration expense | 0 | $ 160,232 | ||||
DVO | ||||||
Business Acquisition [Line Items] | ||||||
Business combination consideration transferred | $ 6,100,000 | |||||
Acquisition, cash payment | 1,200,000 | |||||
Acquisition, liabilities incurred, promissory note | 3,800,000 | |||||
Acquisition, common stock consideration | $ 1,100,000 | |||||
Acquisition, liabilities incurred, promissory note, number of quarters to be paid | quarter | 4 | |||||
Notes payable | 200,000 | $ 600,000 | ||||
Acquisition, contingent consideration, range of outcome (up to) | $ 1,100,000 | |||||
Acquisition, contingent consideration, liability, earnout fair value criteria, number of trading days prior to end of applicable quarter | trading_day | 10 | |||||
Purchase price | $ 6,072,366 | |||||
Emerald | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition, cash payment | $ 3,400,000 | |||||
Acquisition, common stock consideration | 2,500,000 | |||||
Acquisition, contingent consideration, range of outcome (up to) | $ 2,000,000 | $ 1,200,000 | $ 1,300,000 | 2,300,000 | ||
Acquisition, contingent consideration, liability, earnout fair value criteria, number of trading days prior to end of applicable quarter | trading_day | 10 | |||||
Purchase price | $ 7,671,557 | |||||
Acquisition, estimated contingent consideration, liability | $ 1,800,000 | |||||
Acquisition, contingent consideration, range of outcome, performance period following the closing | 2 years | |||||
Acquisition, additional contingent consideration expense | $ 160,232 | |||||
Acquisition, offset indemnified loss | $ 1,000,000 | |||||
Acquisition, contingent consideration, liability, profit margin threshold, if circumstances met | 7% |
ORGANIZATION, ACQUISITIONS, A_4
ORGANIZATION, ACQUISITIONS, AND LIQUIDITY - Schedule of Purchase Price Allocation (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 31, 2022 | Apr. 29, 2022 |
Allocation of purchase price: | ||||
Goodwill | $ 15,572,050 | $ 15,572,050 | ||
DVO | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 6,072,366 | |||
Allocation of purchase price: | ||||
Accounts receivable, net | 1,134,909 | |||
Right of use asset | 1,197,310 | |||
Property and equipment | 229,058 | |||
Goodwill | 3,444,926 | |||
Intangible assets | 1,276,000 | |||
Accrued expenses | (12,527) | |||
Right of use liability | $ (1,197,310) | |||
Emerald | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 7,671,557 | |||
Allocation of purchase price: | ||||
Cash | 622,641 | |||
Accounts receivable, net | 2,666,811 | |||
Contract receivables | 494,456 | |||
Prepayments and other assets | 38,086 | |||
Right of use asset | 82,408 | |||
Property and equipment | 403,008 | |||
Goodwill | 4,135,006 | |||
Intangible assets | 3,659,000 | |||
Accrued expenses | (2,361,302) | |||
Contract liabilities | (1,071,399) | |||
Right of use liability | (82,408) | |||
Deferred tax liability | $ (914,750) |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | $ 15,542,678 | $ 16,765,385 |
Relative percentage | 100% | 100% |
CEA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | $ 4,408,958 | $ 5,049,330 |
Relative percentage | 28% | 30% |
Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | $ 11,133,720 | $ 11,716,055 |
Relative percentage | 72% | 70% |
Equipment systems | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | $ 2,508,287 | $ 2,911,823 |
Relative percentage | 16% | 17% |
Equipment systems | CEA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | $ 2,508,287 | $ 2,911,823 |
Equipment systems | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | 0 | 0 |
Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | $ 3,133,793 | $ 3,470,653 |
Relative percentage | 20% | 21% |
Services | CEA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | $ 867,907 | $ 1,577,026 |
Services | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | 2,265,886 | 1,893,627 |
Construction design-build | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | $ 9,825,457 | $ 10,205,952 |
Relative percentage | 63% | 61% |
Construction design-build | CEA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | $ 957,623 | $ 383,524 |
Construction design-build | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | 8,867,834 | 9,822,428 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | $ 75,141 | $ 176,957 |
Relative percentage | 0% | 1% |
Other | CEA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | $ 75,141 | $ 176,957 |
Other | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues and other income | $ 0 | $ 0 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Schedule of Contract Assets and Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Contract assets: | ||
Revenue recognized in excess of amounts paid or payable (contract receivables) to the Company on uncompleted contracts (contract asset), excluding retainage | $ 9,452,074 | $ 9,364,915 |
Retainage included in contract assets due to being conditional on something other than solely passage of time | 722,771 | 707,036 |
Total contract assets | 10,174,845 | 10,071,951 |
Contract liabilities: | ||
Payments received or receivable (contract receivables) in excess of revenue recognized on uncompleted contracts (contract liability) | 3,020,140 | 8,009,018 |
Retainage included in contract liabilities due to being conditional on something other than solely passage of time | 73,102 | 54,307 |
Total contract liabilities | $ 3,093,242 | $ 8,063,325 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Trade accounts receivable | $ 15,575,996 | $ 23,857,287 |
Non-trade accounts receivable | 3,178,874 | 3,134,452 |
Non-trade accounts receivable, miscellaneous | $ 542,466 | $ 498,043 |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Related Party Revenues (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Total revenues from related party transactions | $ 15,542,678 | $ 16,765,385 |
Cloud 9 Support, PotCo LLC, and CEA Consortium | ||
Related Party Transaction [Line Items] | ||
Total revenues from related party transactions | 0 | 479,897 |
Revenue - Cloud 9 | ||
Related Party Transaction [Line Items] | ||
Total revenues from related party transactions | 0 | 0 |
Revenue - Potco | ||
Related Party Transaction [Line Items] | ||
Total revenues from related party transactions | 0 | 479,897 |
Revenue - CEA Consortium | ||
Related Party Transaction [Line Items] | ||
Total revenues from related party transactions | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Schedule of Related Party Accounts Receivable (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Total accounts receivable due from related party transactions | $ 18,754,870 | $ 26,991,739 |
Cloud 9 Support, PotCo LLC, and CEA Consortium | ||
Related Party Transaction [Line Items] | ||
Total accounts receivable due from related party transactions | 408,088 | 408,088 |
Accounts receivable - Cloud 9 | ||
Related Party Transaction [Line Items] | ||
Total accounts receivable due from related party transactions | 0 | 0 |
Accounts receivable - Potco | ||
Related Party Transaction [Line Items] | ||
Total accounts receivable due from related party transactions | 163,088 | 163,088 |
Accounts receivable - CEA Consortium | ||
Related Party Transaction [Line Items] | ||
Total accounts receivable due from related party transactions | $ 245,000 | $ 245,000 |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS - Schedule of Prepaid Expenses and Other Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Vendor prepayments | $ 1,873,443 | $ 1,124,118 |
Prepaid services and fees | 1,461,345 | 1,379,949 |
Inventories | 236,814 | 228,858 |
Other assets | 34,993 | 42,757 |
Total Prepaid expenses and other assets | $ 3,606,595 | $ 2,775,682 |
PROPERTY AND EQUIPMENT, NET - S
PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (1,250,866) | $ (1,095,517) |
Total Property and equipment, net | 1,255,557 | 1,419,393 |
Computers and technology equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 297,592 | 294,322 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 325,485 | 325,485 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 228,760 | 228,760 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 432,823 | 432,823 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,075,813 | 1,087,569 |
Other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 145,950 | $ 145,951 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 195,262 | $ 94,049 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) | 1 Months Ended | |||||
Aug. 30, 2023 USD ($) | Oct. 30, 2021 USD ($) shares | Aug. 30, 2023 USD ($) | Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | Oct. 30, 2021 $ / shares | |
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Class of warrant or right, outstanding (in shares) | shares | 486,030 | 486,030 | ||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 8.33 | $ 8.33 | ||||
XS Financial, Inc. | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Class of warrant or right, outstanding (in shares) | shares | 1,250,000 | |||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0.45 | |||||
XS Financial, Inc. | Prior to Any NASDAQ Listing | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Debt, interest rate | 9.50% | |||||
Debt, cash interest, interest rate | 7.50% | |||||
Debt instrument, interest paid in kind, interest rate | 2% | |||||
XS Financial, Inc. | Post Any Listing | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Debt, interest rate | 8% | |||||
XS Financial, Inc. | Convertible Notes Payable | Convertible Debt | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Debt instrument, face amount | $ 43,500,000 | |||||
Option to extend maturity date, period | 1 year | |||||
XS Financial, Inc. | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Investments | $ 2,500,000 | |||||
Sale of investment | $ 2,300,000 | |||||
Proceeds from sale of investment | $ 2,300,000 | |||||
Impairment loss | $ 300,000 |
GOODWILL & INTANGIBLE ASSETS -
GOODWILL & INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 15,572,050 | $ 15,572,050 | |
Goodwill, impairment | 0 | $ 0 | |
Intangible asset amortization | $ 239,333 | $ 310,020 |
GOODWILL & INTANGIBLE ASSETS _2
GOODWILL & INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 6,758,213 | $ 6,758,213 |
Accumulated Amortization | (2,631,329) | (2,391,997) |
Net Book Value | 4,126,884 | 4,366,216 |
Indefinite-lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets | 28,291 | 28,291 |
Cost | 6,786,504 | 6,786,504 |
Net Book Value | 4,155,175 | 4,394,507 |
Trade name | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets | 28,291 | 28,291 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 4,212,100 | 4,212,100 |
Accumulated Amortization | (1,155,181) | (1,004,749) |
Net Book Value | 3,056,919 | 3,207,351 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,778,000 | 1,778,000 |
Accumulated Amortization | (752,317) | (663,417) |
Net Book Value | 1,025,683 | 1,114,583 |
Backlog and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 768,113 | 768,113 |
Accumulated Amortization | (723,831) | (723,831) |
Net Book Value | $ 44,282 | $ 44,282 |
GOODWILL & INTANGIBLE ASSETS _3
GOODWILL & INTANGIBLE ASSETS - Schedule of Future Amortization Expenses of Intangible Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2024 | $ 730,301 | |
2025 | 959,788 | |
2026 | 918,205 | |
2027 | 693,555 | |
2028 | 554,540 | |
Thereafter | 270,495 | |
Net Book Value | $ 4,126,884 | $ 4,366,216 |
ACCRUED EXPENSES - Schedule of
ACCRUED EXPENSES - Schedule of Accrued Expenses (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued operating expenses | $ 297,577 | $ 834,144 |
Accrued wages and related expenses | 1,540,201 | 1,428,364 |
Accrued 401(k) | 22,346 | 66,642 |
Accrued interest expense | 35,671 | 26,000 |
Accrued sales tax payable | 1,737,079 | 1,716,081 |
Total accrued expenses | $ 3,632,874 | $ 4,071,231 |
NOTES PAYABLE - Schedule of Deb
NOTES PAYABLE - Schedule of Debt (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Long-Term and Short-Term Debt Instruments [Line Items] | ||
Total | $ 2,490,486 | $ 3,204,840 |
Less current maturities | (2,490,486) | (3,204,840) |
Long Term | 0 | 0 |
Other financing agreements | ||
Schedule of Long-Term and Short-Term Debt Instruments [Line Items] | ||
Short-term debt | 286,156 | 129,600 |
DVO note | DVO | ||
Schedule of Long-Term and Short-Term Debt Instruments [Line Items] | ||
Long-term debt | 204,330 | 575,240 |
Revolving Facility | Line of credit | ||
Schedule of Long-Term and Short-Term Debt Instruments [Line Items] | ||
Long-term debt | $ 2,000,000 | $ 2,500,000 |
NOTES PAYABLE - Narrative (Deta
NOTES PAYABLE - Narrative (Details) | 3 Months Ended | ||
Dec. 13, 2023 USD ($) trading_day tranche | Nov. 01, 2022 USD ($) quarter | Mar. 31, 2024 | |
Other financing agreements | |||
Line of Credit Facility [Line Items] | |||
Debt, average interest rate | 13.60% | ||
Bancroft Capital, LLC | |||
Line of Credit Facility [Line Items] | |||
Cash and warrant compensation, number of separate tranches | tranche | 2 | ||
Cash and warrant compensation, payout criteria, line of credit drawn by borrower, amount to exceed | $ 4,500,000 | ||
Bancroft Capital, LLC | Tranche One | |||
Line of Credit Facility [Line Items] | |||
Value of warrants to be issued, if circumstances met | $ 200,000 | ||
Warrants to be issued if criteria met, price of warrant, percent of daily volume weighted average closing price, if trading day criteria met | 110% | ||
Warrants to be issued if criteria met, price of warrant, percent of daily volume weighted average closing price criteria, number of consecutive trading days | trading_day | 10 | ||
Warrants to be issued if criteria met, exercise period, number of months from the date of issuance | 6 months | ||
Bancroft Capital, LLC | Tranche Two | |||
Line of Credit Facility [Line Items] | |||
Cash and warrant compensation, payout criteria, line of credit drawn by borrower, amount to exceed | $ 4,500,000 | ||
Value of warrants to be issued, if circumstances met | $ 200,000 | ||
Warrants to be issued if criteria met, price of warrant, percent of daily volume weighted average closing price, if trading day criteria met | 110% | ||
Warrants to be issued if criteria met, price of warrant, percent of daily volume weighted average closing price criteria, number of consecutive trading days | trading_day | 10 | ||
Bancroft Capital, LLC | Tranche One | |||
Line of Credit Facility [Line Items] | |||
Cash and warrant compensation, cash fee earned | $ 200,000 | ||
Bancroft Capital, LLC | Tranche Two | |||
Line of Credit Facility [Line Items] | |||
Cash and warrant compensation, additional cash fee earned, If borrowing criteria met | 200,000 | ||
Line of credit | Revolving Facility | Loan Agreement | UG Construction, Inc. | Gemini Finance Corp. | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity (up to) | $ 10,000,000 | ||
Extension period following initial term | 9 months | ||
Debt, covenant, lender non-renewal written notice, minimum number of days prior to initial term expiration | 60 days | ||
Secured Promissory Note | UG Construction, Inc. | Gemini Finance Corp. | |||
Line of Credit Facility [Line Items] | |||
Maximum number of days draws due and payable | 180 days | ||
Debt, interest rate | 1.75% | ||
DVO note | DVO | |||
Line of Credit Facility [Line Items] | |||
Debt, face amount | $ 3,806,250 | ||
Debt, payment terms, number of consecutive quarters | quarter | 4 | ||
Debt, payment terms, remaining three payments, number of days following end of each fiscal quarter | 10 days | ||
Debt, interest rate during period | 10% |
OPERATING LEASE LIABILITIES A_3
OPERATING LEASE LIABILITIES AND COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | 3 Months Ended | ||
Sep. 07, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2024 lease | |
Lessee, Lease, Description [Line Items] | |||
Number of operating leases | 7 | ||
Number of finance leases | 1 | ||
Operating lease, interest rate | 8% | ||
Finance lease, interest rate | 8% | ||
Crest Ventures, LLC Litigation | Settled Litigation | |||
Lessee, Lease, Description [Line Items] | |||
Loss contingency, damages paid | $ | $ 1.5 | ||
Loss on settlement | $ | $ 1.5 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Finance lease, term of contract (minimum less than a year) | 1 year | ||
Operating lease, term of contract (minimum less than a year) | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Finance lease, term of contract (minimum less than a year) | 6 years | ||
Operating lease, term of contract (minimum less than a year) | 6 years | ||
2WR, Emerald, and DVO Acquisitions | |||
Lessee, Lease, Description [Line Items] | |||
Number of operating leases acquired via business combinations | 5 |
OPERATING LEASE LIABILITIES A_4
OPERATING LEASE LIABILITIES AND COMMITMENTS AND CONTINGENCIES - Schedule of Operating Lease Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Operating lease liabilities related to right of use assets | $ 1,966,420 | $ 2,087,503 |
Less current portion | (673,920) | (707,141) |
Long term | $ 1,292,500 | $ 1,380,362 |
OPERATING LEASE LIABILITIES A_5
OPERATING LEASE LIABILITIES AND COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Remainder of 2024 | $ 552,251 | |
2025 | 573,133 | |
2026 | 404,751 | |
2027 | 346,812 | |
2028 | 253,415 | |
Thereafter | 82,488 | |
Total minimum lease payments | 2,212,850 | |
Less: Amount representing interest | (246,430) | |
Net lease obligations | $ 1,966,420 | $ 2,087,503 |
RISKS AND UNCERTAINTIES - Sched
RISKS AND UNCERTAINTIES - Schedule of Concentration Risk (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Purchases | Supplier Concentration Risk | V000002275 | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 19% | ||
Purchases | Supplier Concentration Risk | V000002589 | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14% | ||
Purchases | Supplier Concentration Risk | V000002503 | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14% | ||
Accounts Payable | Supplier Concentration Risk | V000002275 | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14% | 13% | |
C000002187 | Revenue Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 42% | 43% | |
C000002187 | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 57% | ||
C000002336 | Revenue Benchmark | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 17% | ||
C000002345 | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14% |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 656,576 | $ 479,641 |
Unrecognized stock-based compensation expense | 43,204 | |
Stock options outstanding, aggregate intrinsic value | 0 | |
Stock options exercisable, aggregate intrinsic value | $ 0 | |
Omnibus Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value assumptions, expected volatility rate | 100% | |
Stock Grants | Minimum | Omnibus Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting employment period (in years) | 1 year | |
Stock Grants | Maximum | Omnibus Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting employment period (in years) | 3 years | |
Stock Options | Minimum | Omnibus Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting employment period (in years) | 1 year | |
Stock Options | Maximum | Omnibus Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting employment period (in years) | 3 years |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of RSU Activity (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2024 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 594,269 |
Grants of RSUs (in shares) | 365,793 |
Forfeiture/cancelled (in shares) | 0 |
Grants of RSUs vested and issued (in shares) | (245,925) |
Ending balance (in shares) | 714,137 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of RSU Vesting Periods (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2024 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares (in shares) | 714,137 |
Vesting Period One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares (in shares) | 173,452 |
Vesting Period Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares (in shares) | 170,577 |
Vesting Period Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares (in shares) | 370,108 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Shares | ||
Stock options outstanding, beginning balance (in shares) | 662,283 | |
Issued (in shares) | 35,000 | |
Forfeited (in shares) | 0 | |
Exercised (in shares) | 0 | |
Stock options outstanding, ending balance (in shares) | 697,283 | 662,283 |
Stock options exercisable (in shares) | 655,538 | |
Weighted Average Remaining Life (Years) | ||
Stock options outstanding (in years) | 7 years 10 months 24 days | 7 years 10 months 24 days |
Issued (in years) | 6 months | |
Forfeited (in years) | 0 years | |
Exercised (in years) | 0 years | |
Stock options exercisable, end of period (in years) | 7 years 10 months 24 days | |
Weighted Average Exercise Price | ||
Stock options outstanding, beginning balance (in dollars per share) | $ 6.77 | |
Issued (in dollars per share) | 1.21 | |
Forfeited (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Stock options outstanding, ending balance (in dollars per share) | 6.77 | $ 6.77 |
Stock options exercisable (in dollars per share) | $ 6.30 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 34 Months Ended | |||||
May 24, 2021 | Feb. 28, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Sep. 12, 2022 | Feb. 02, 2022 | Jan. 18, 2022 | |
Equity [Abstract] | ||||||||
Stock repurchase program, authorized amount (up to) | $ 5,000,000 | $ 10,500,000 | $ 8,500,000 | $ 7,000,000 | ||||
Stock repurchase program, period in force | 12 months | |||||||
Stock repurchase program, increased authorized amount | $ 2,000,000 | $ 1,500,000 | $ 2,000,000 | |||||
Stock repurchased (in shares) | 350,000 | 0 | 0 | 1,099,833 | ||||
Stock repurchased, average price per share (in dollars per share) | $ 8.50 | $ 8.25 | ||||||
Stock repurchased during period | $ 3,000,000 | $ 9,100,000 | ||||||
Stock repurchase program, amount remaining under program | $ 1,400,000 |
WARRANTS - Schedule of Warrant
WARRANTS - Schedule of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Shares | |
Warrants outstanding, beginning balance (in shares) | shares | 486,030 |
Issued (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Expired (in shares) | shares | 0 |
Warrants outstanding, ending balance (in shares) | shares | 486,030 |
Warrants exercisable (in shares) | shares | 486,030 |
Weighted Average Exercise Price | |
Warrants outstanding, beginning balance (in dollars per share) | $ / shares | $ 8.33 |
Issued (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 0 |
Expired (in dollars per share) | $ / shares | 0 |
Warrants outstanding, ending balance (in dollars per share) | $ / shares | 8.33 |
Warrants exercisable (in dollars per share) | $ / shares | $ 8.33 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) | Mar. 31, 2024 USD ($) |
Equity [Abstract] | |
Warrants, outstanding, intrinsic value | $ 0 |
Warrants, exercisable, intrinsic value | $ 0 |