Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 11, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-36868 | ||
Entity Registrant Name | SUNWORKS, INC. | ||
Entity Central Index Key | 0001172631 | ||
Entity Tax Identification Number | 01-0592299 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1555 Freedom Boulevard | ||
Entity Address, City or Town | Provo | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84604 | ||
City Area Code | 385 | ||
Local Phone Number | 497-6955 | ||
Title of 12(b) Security | Common Stock, Par Value $0.001 | ||
Trading Symbol | SUNW | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 284.2 | ||
Entity Common Stock, Shares Outstanding | 29,303,772 | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K, are incorporated by reference in Part III, Items 10-14 of this Form 10-K. Except for the portions of the Proxy Statement specifically incorporated by reference in this Form 10-K, the Proxy Statement shall not be deemed to be filed as part hereof | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 170 | ||
Auditor Name | KMJ Corbin & Company LLP | ||
Auditor Location | Irvine, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 19,719 | $ 38,991 |
Restricted cash | 323 | 348 |
Accounts receivable, net | 4,568 | 2,890 |
Inventory | 10,219 | 1,179 |
Contract assets | 14,498 | 2,397 |
Other current assets | 4,154 | 137 |
Total Current Assets | 53,481 | 45,942 |
Property and equipment, net | 3,195 | 198 |
Finance lease right-of-use assets, net | 1,407 | |
Operating lease right-of-use assets | 2,502 | 694 |
Deposits | 132 | 47 |
Intangible assets, net | 7,910 | |
Goodwill | 32,186 | 5,464 |
Total Assets | 100,813 | 52,345 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 11,127 | 7,356 |
Contract liabilities | 12,201 | 6,260 |
Finance lease liability, current portion | 424 | |
Operating lease liability, current portion | 993 | 649 |
Paycheck Protection Program loan payable, current portion | 787 | |
Total Current Liabilities | 24,745 | 15,052 |
Long-Term Liabilities: | ||
Finance lease liability, net of current portion | 542 | |
Operating lease liability, net of current portion | 1,509 | 45 |
Paycheck Protection Program loan payable, net of current portion | 2,060 | |
Warranty liability | 1,251 | 1,131 |
Total Long-Term Liabilities | 3,302 | 3,236 |
Total Liabilities | 28,047 | 18,288 |
Commitments and contingencies | ||
Shareholders’ Equity: | ||
Preferred stock Series B, $0.001 par value, 5,000,000 authorized shares; no shares issued and outstanding | ||
Common stock, $0.001 par value; 50,000,000 authorized shares; 29,193,772 and 23,835,258 shares issued and outstanding, at December 31, 2021 and 2020, respectively | 29 | 24 |
Additional paid-in capital | 187,997 | 122,668 |
Accumulated deficit | (115,260) | (88,635) |
Total Shareholders’ Equity | 72,766 | 34,057 |
Total Liabilities and Shareholders’ Equity | $ 100,813 | $ 52,345 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 5,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 29,193,772 | 23,835,258 |
Common stock, shares outstanding | 29,193,772 | 23,835,258 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue, net | $ 101,154 | $ 37,913 |
Cost of Goods Sold | 56,507 | 29,902 |
Gross Profit | 44,647 | 8,011 |
Operating Expenses | ||
Selling and marketing | 32,760 | 5,646 |
General and administrative | 26,036 | 13,116 |
Goodwill impairment | 5,464 | 4,000 |
Stock-based compensation | 3,734 | 147 |
Depreciation and amortization | 5,877 | 337 |
Total Operating Expense | 73,871 | 23,246 |
Operating Loss | (29,224) | (15,235) |
Other Income (Expense) | ||
Other income, net | 2,894 | 10 |
Interest expense | (381) | (714) |
Gain on disposal of property and equipment | 86 | |
Total Other Income (Expense), net | 2,599 | (704) |
Loss Before Income Taxes | (26,625) | (15,939) |
Income Tax Expense | ||
Net Loss | (26,625) | (15,939) |
Deemed dividend on repricing of warrants (See Note 15) | (60) | |
Net Loss available to common shareholders | $ (26,625) | $ (15,999) |
Net Loss per common share, basic and diluted | $ (0.99) | $ (1.03) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||
Basic and diluted | 26,947,023 | 15,600,455 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 7 | $ 81,132 | $ (72,696) | $ 8,443 |
Beginning balance, shares at Dec. 31, 2019 | 6,805,697 | |||
Issuance of common stock under terms of restricted stock grants | 63 | 63 | ||
Issuance of common stock under terms of restricted stock grants, shares | 5,952 | |||
Issuance of common stock for cashless exercise of options | ||||
Issuance of common stock for cashless exercise of options, shares | 13,924 | 26,116 | ||
Sales of common stock pursuant to S-3 registration statement, net | $ 17 | 41,389 | $ 41,406 | |
Sales of common stock pursuant to S-3 registration statement, shares | 17,009,685 | |||
Stock-based compensation | 84 | 84 | ||
Net loss | (15,939) | (15,939) | ||
Ending balance, value at Dec. 31, 2020 | $ 24 | 122,668 | (88,635) | 34,057 |
Ending balance, shares at Dec. 31, 2020 | 23,835,258 | |||
Issuance of common stock for cashless exercise of options | ||||
Issuance of common stock for cashless exercise of options, shares | 1,530 | 2,218 | ||
Sales of common stock pursuant to S-3 registration statement, net | $ 5 | 61,595 | $ 61,600 | |
Sales of common stock pursuant to S-3 registration statement, shares | 5,356,984 | |||
Stock-based compensation | 3,734 | 3,734 | ||
Net loss | (26,625) | (26,625) | ||
Ending balance, value at Dec. 31, 2021 | $ 29 | $ 187,997 | $ (115,260) | $ 72,766 |
Ending balance, shares at Dec. 31, 2021 | 29,193,772 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (26,625) | $ (15,939) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 5,877 | 337 |
Amortization of right-of-use asset | 1,066 | 811 |
(Gain) loss on sale of equipment | (86) | 2 |
Paycheck Protection Program loan forgiveness | (2,881) | |
Stock-based compensation | 3,734 | 147 |
Goodwill impairment | 5,464 | 4,000 |
Amortization of debt issuance costs | 266 | |
Bad debt expense | 454 | 710 |
Changes in Operating Assets and Liabilities, net of acquisition: | ||
Accounts receivable | (403) | 4,006 |
Inventory | (5,207) | 1,791 |
Deposits and other current assets | (2,408) | 160 |
Contract assets | (4,765) | 2,467 |
Accounts payable and accrued liabilities | (3,152) | (3,865) |
Contract liabilities | 668 | 891 |
Warranty liability | 120 | 690 |
Operating lease liability | (1,066) | (811) |
NET CASH USED IN OPERATING ACTIVITIES | (29,210) | (4,337) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of Solcius LLC, net cash acquired | (50,619) | |
Purchase of property and equipment | (805) | (27) |
Proceeds from sale of property and equipment | 99 | 1 |
NET CASH USED IN INVESTING ACTIVITIES | (51,325) | (26) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Loans payable and acquisition convertible promissory note repayments | (340) | |
Promissory note payable repayment | (3,750) | |
Principal payments on finance lease liabilities | (362) | |
Proceeds from Paycheck Protection Program loan payable | 2,847 | |
Proceeds from sales of common stock, net | 61,600 | 41,406 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 61,238 | 40,163 |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (19,297) | 35,800 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR | 39,339 | 3,539 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR | 20,042 | 39,339 |
Cash and cash equivalents | 19,719 | 38,991 |
Restricted cash | 323 | 348 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR | 20,042 | 39,339 |
CASH PAID FOR: | ||
Interest | 57 | 840 |
Franchise and corporate excise taxes | 42 | 243 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Increase in operating right-of-use assets and liabilities due to lease modification | 132 | |
Right-of-use assets obtained in exchange for new operating lease liability | 1,056 | |
Right-of-use assets obtained in exchange for new finance lease liability | $ 492 |
ORGANIZATION AND LINE OF BUSINE
ORGANIZATION AND LINE OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND LINE OF BUSINESS | 1. ORGANIZATION AND LINE OF BUSINESS Organization and Line of Business Sunworks, Inc. (“We” or the “Company”) was originally incorporated in Delaware on January 30, 2002 as MachineTalker, Inc. In July 2010, the Company changed its name to Solar3D, Inc. On January 31, 2014, the Company acquired Solar United Network Inc., a California corporation. On March 2, 2015, the Company acquired the assets of MD Energy LLC. On December 1, 2015, the Company acquired Plan B Enterprises, Inc. (“Plan B”) through a merger of Plan B into our wholly owned subsidiary, Elite Solar Acquisition Sub., Inc. On March 1, 2016 the Company changed its name to Sunworks, Inc. with simultaneous Nasdaq stock symbol change from SLTD to SUNW. On the same day, Solar United Network Inc. changed its name to Sunworks United. On April 8, 2021, Sunworks, Inc., through its operating subsidiary Sunworks United (the “Buyer”), acquired all of the issued and outstanding membership interests (the “Acquisition”) of Solcius, from Solcius Holdings, LLC (“Seller”). Located in Provo, Utah, Solcius is a full-service, residential solar systems provider. The Acquisition creates a national solar power provider with a presence in various states, including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, Massachusetts, New Jersey and South Carolina. The Company believes the Acquisition enhances economies of scale, leading to better access to suppliers, vendors and financial partners, as well as marketing and customer acquisition opportunities. The Acquisition was consummated on April 8, 2021 pursuant to a Membership Interest Purchase Agreement, dated as of April 8, 2021 (the “Purchase Agreement”), by and between Buyer and Seller. The purchase price for Solcius consisted of $ 51,750 During 2021 the Company merged the remaining assets of MD Energy LLC into Plan B and renamed the entity Commercial Solar Energy, Inc (“CSE”). CSE became a subsidiary of Sunworks United. We provide photo voltaic (“PV”) based power systems for the residential and commercial markets. Commercial projects include commercial, agricultural, industrial and public works projects. We operate in several residential and commercial markets including California, Oregon, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, Massachusetts, New Jersey, Hawaii and South Carolina. We have direct sales or operations personnel in California, Nevada, Massachusetts, Utah, Arizona, New Mexico, Texas, Colorado, South Carolina, Wisconsin and Minnesota. Through our operating subsidiaries, we design, arrange financing, integrate, install, and manage systems ranging in size from 2kW (kilowatt) for residential projects to multi-MW (megawatt) systems for larger commercial and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of Sunworks, Inc. is presented to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to generally accepted accounting principles used in the United States (“GAAP”) and have been consistently applied in the preparation of the consolidated financial statements. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Sunworks, Inc., and its wholly-owned operating subsidiaries, Sunworks United Inc., Commercial Solar Energy, Inc. and Solcius LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, intangibles, impairments and estimations of long-lived assets, revenue recognition on construction contracts recognized over time, fair value of assets acquired and liabilities assumed in a business combination, allowances for uncollectible accounts, finance lease right-of-use assets and liabilities, operating lease right-of-use assets and liabilities, warranty reserves, inventory valuation, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Reclassifications Certain reclassifications have been made to prior year’s consolidated financial statements to conform to classifications used in the current year. Sales commissions, finders’ fees and financing fees paid to third parties have been reclassified from cost of goods sold to selling and marketing in the consolidated statements of operations with no change in the previously reported net losses. Customer deposits have been reclassified and included in contract liabilities. Revenue Recognition Revenue and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, engineering, procurement and construction (“EPC”) projects for residential and smaller commercial systems that require us to deliver functioning solar power systems are generally completed within two to twelve months from commencement of construction. Construction on larger commercial projects may be completed within eighteen to thirty-six months, depending on the size and location. We recognize revenue from commercial EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer. For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection. We recognize revenue for systems operations and maintenance over the term of the service period. For commercial projects, we commence recognizing performance revenue when work starts on the job and continue recognizing revenue over time as work is performed based on the ratio of costs incurred, excluding modules and components, compared to the total estimated non-materials costs at completion of the performance obligations. Judgment is required to evaluate assumptions including the amount of net contract revenue and the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If estimated total costs on any contract are greater than the net contract revenue, the Company recognizes the entire estimated loss in the period the loss becomes known. Changes in estimates for commercial projects occur for a variety of reasons, including, but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in the Company’s consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the years ended December 31, 2021 and 2020 as well as the number of projects that comprise such changes. For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $100, calculated on a quarterly basis during the periods, were presented. Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects. SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE (In thousands, except number of projects) December 31, 2021 December 31, 2020 Year Ended (In thousands, except number of projects) December 31, 2021 December 31, 2020 Increase in revenue from net changes in transaction prices $ 286 $ 62 Increase (decrease) in revenue from net changes in input cost estimates 815 (299 ) Net increase (decrease) in revenue from net changes in estimates $ 1,101 $ (237 ) Number of projects 9 5 Net change in estimate as a percentage of aggregate revenue for associated projects 8.3 % ( 1.8 )% Contract Assets and Liabilities Contract assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain contractual milestones are met; (ii) direct costs, including commissions, labor related costs and permitting fees paid prior to recording revenue, and (iii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for larger construction contracts. Contract liabilities consist of deferred revenue, customer deposits and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Total contract assets and contract liabilities balances as of the respective dates are as follows: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES As of (In thousands) December 31, 2021 December 31, 2020 Contract Assets $ 14,498 $ 2,397 Contract Liabilities 12,201 6,260 During the year ended December 31, 2021, the Company recognized revenue of $ 4,511 that was included in contract liabilities as of December 31, 2020. During the year ended December 31, 2020, the Company recognized revenue of $ 4,730 that was included in contract liabilities as of December 31, 2019. The following table represents the average percentage of completion as of December 31, 2021 for EPC projects that the Company is constructing. The Company expects to recognize $ 18,289 SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS Project Revenue Category Expected Years Revenue Recognition Will Be Completed Average Percentage of Revenue Recognized Various Projects EPC services 2022 - 2023 58.7 % Accounts Receivable Accounts receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $ 309 392 The Company performs ongoing credit evaluation of its customers. Management monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, age of receivables and other information, and records bad debts using the allowance method. Accounts receivable are presented net of an allowance for doubtful accounts of $ 454 at December 31, 2021, and $ 253 at December 31, 2020. During 2021, $ 454 was recorded as bad debt expense compared to $ 710 in 2020. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted Cash The Company considers restricted cash to be cash balances that have legal or contractual restrictions imposed by a third party and are restricted as to withdrawal or use except for the specified purpose. Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (“FDIC”) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2021 and 2020, the cash balance in excess of the FDIC limits was $ 19,631 38,981 Inventory Inventory is valued at lower of cost or net realizable value determined by the first-in, first-out method. Inventory primarily consists of panels, inverters, batteries, optimizers, mounting racks and other materials. The Company reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. Inventory is presented net of an allowance of $ 312 309 Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when it is put into service and are depreciated using the straight-line method over property and equipment’s estimated useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery & equipment 3 7 Office equipment & furniture 5 7 Computers & software 3 5 Vehicles & trailers 3 7 Leasehold improvements 3 5 Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included in the consolidated balance sheet. With the acquisition of Solcius in April 2021, the Company has finance lease ROU assets and finance lease liabilities, which are presented in the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating and finance lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and the Company recognizes such lease payments on a straight-line basis over the lease term. Warranty Liability The Company establishes warranty liability reserves to provide for estimated future expenses as a result of installation, product and performance defects, product recalls and litigation incidental to the Company’s business. Liability estimates are determined based on management’s judgment, considering such factors as historical experience, the likely current cost of corrective action, manufacturers’ and subcontractors’ participation in sharing the cost of corrective action, and consultations with third party experts such as engineers. Solar panel manufacturers currently provide substantial warranties of between ten to twenty-five years with full reimbursement to replace and install replacement panels. 1,251 1,131 Advertising and Marketing The Company expenses advertising and marketing costs as incurred. Advertising and marketing costs may include printed material, billboards, sponsorships, direct mail, radio, telemarketing, tradeshow costs, magazine, and catalog advertisement. Advertising and marketing costs for the years ended December 31, 2021 and 2020 were $ 864 107 Stock-Based Compensation The Company periodically issues stock options and restricted stock units (“RSU”) to employees and non-employees. The Company accounts for stock option and RSU grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and RSU grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. Basic and Diluted Net (Loss) per Share Calculations (Loss) per Share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, restricted stock, warrants and convertible notes were not used in the calculation of the net loss per share. A net loss causes all outstanding common stock options to be anti-dilutive. As a result, the basic and diluted losses per common share are the same for the year ended December 31, 2021 and 2020. As of December 31, 2021, the potentially dilutive securities were excluded from the computations of weighted average shares outstanding including 290,684 stock options, and 1,185,889 unvested RSUs. As of December 31, 2020, the potentially dilutive securities were excluded from the computations of weighted average shares outstanding including 88,441 Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method, if their effect would be dilutive. Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Business Combinations and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company retains a valuation consulting firm to assist in testing for goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of an asset exceeds its fair value and may not be recoverable. At December 31, 2021 we performed a quantitative assessment of goodwill. It was determined that the remaining carrying of goodwill resulting from the acquisitions made in 2014 and 2015 exceeded their fair value and we recorded an impairment of $ 5,464 for the remaining balances. Early in 2020, as a result of the events and circumstances resulting from the COVID-19 pandemic, the Company’s outlook for revenue, profitability and cash flow had deteriorated. Therefore, the Company performed a quantitative assessment of goodwill at March 31, 2020. It was determined that the carrying value of goodwill exceeded its fair value at March 31, 2020. As a result, the Company recorded an impairment of $ 4,000 Fair Value of Financial Instruments Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2021, the amounts reported for cash, accrued interest and other expenses, approximate the fair value because of their short maturities. The Company accounts for financial instruments measured as fair value on a recurring basis under ASC Topic 820. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has two New Accounting Pronouncements Management reviewed currently issued pronouncements during the year ended December 31, 2021, and believes that any other recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying consolidated financial statements. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | 3. BUSINESS ACQUISITION On April 8, 2021, pursuant to the Purchase Agreement, the Company, through its operating subsidiary Sunworks United Inc. acquired all of the issued and outstanding membership interests of Solcius from the Seller. Located in Provo, Utah, Solcius is a full-service residential solar systems provider. The purchase price for Solcius consisted of $ 51,750 in cash subject to post-closing adjustments related to working capital, cash, indebtedness and transaction expenses. The Acquisition was accounted for under ASC 805 and the financial results of Solcius have been included in the Company’s consolidated financial statements since the date of the Acquisition. Purchase Price Allocation Under the purchase method of accounting, the transaction was valued for accounting purposes at $ 52,111 which was the fair value of Solcius at the time of acquisition. The assets and liabilities of Solcius were recorded at their respective fair values as of the date of acquisition. The Company utilized the services of a valuation specialist to assist in identifying $ 15,600 of separately identifiable intangible assets. Any difference between the cost of Solcius and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED (in thousands) Base purchase price $ 51,750 Working capital shortfall (1,131 ) Cash surplus 1,492 Total purchase price paid $ 52,111 Cash $ 1,492 Accounts receivable 1,729 Inventory 3,833 Contract assets 7,336 Prepaids and other current assets 1,603 Property and equipment 143 Deposits 91 Operating lease right-of-use asset 1,885 Finance lease right-of-use assets 1,200 Other intangible assets 15,600 Identifiable assets acquired 34,912 Accounts payable and accrued liabilities (6,957 ) Contract liabilities (5,273 ) Operating and finance lease liabilities (2,757 ) Liabilities assumed (14,987 ) Net identifiable assets acquired 19,925 Goodwill 32,186 Net assets acquired $ 52,111 During the year ended December 31, 2021, we recorded total transaction costs related to the Acquisition of $ 774 We will continue to conduct assessments of the net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. We expect that it may take into the second quarter of 2022 until all post-closing assessments and adjustments are finalized. Pro Forma Information (Unaudited) The results of operations for the Acquisition since the April 8, 2021 closing date have been included in our December 31, 2021 consolidated financial statements and include approximately $ 72,279 774 SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS December 31, 2021 December 31, 2020 Year ended December 31, 2021 December 31, 2020 Revenue, net $ 127,304 $ 131,377 Net Loss $ (20,304 ) $ (19,858 ) |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 4. REVENUE FROM CONTRACTS WITH CUSTOMERS The following table represents a disaggregation of revenue by customer type from contracts with customers for the years ended December 31, 2021 and 2020: SCHEDULE OF DISAGGREGATION OF REVENUE 2021 2020 Year Ended December 31, 2021 2020 Residential $ 77,861 $ 9,685 Commercial 17,125 18,771 Public Works 6,168 9,457 Total $ 101,154 $ 37,913 Contract assets represent revenues recognized in excess of amounts invoiced on contracts in progress. Contract liabilities represent billings in excess of revenues recognized on contracts in progress. At December 31, 2021 and 2020, the contract asset balances were $ 14,498 2,397 12,201 6,260 |
OPERATING SEGMENTS
OPERATING SEGMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENTS | 5. OPERATING SEGMENTS The acquisition of Solcius was completed in April 2021. Solcius is a separate segment for management reporting purposes. Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the year ended December 31, 2021. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT Solcius Sunworks Total For the Year Ended December 31, 2021 Solcius Sunworks Total Net revenue $ 72,278 $ 28,876 $ 101,154 Cost of sales 32,319 24,188 56,507 Gross profit 39,959 4,688 44,647 Operating expenses Selling and marketing 28,489 4,271 32,760 General and administrative 12,501 13,535 26,036 Segment contribution (loss) (1,031 ) (13,118 ) (14,149 ) Goodwill impairment - 5,464 5,464 Stock-based compensation 2,725 1,009 3,734 Depreciation and amortization 5,647 230 5,877 Operating income (loss) $ (9,403 ) $ (19,821 ) $ (29,224 ) |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 6. PROPERTY AND EQUIPMENT, NET Property and equipment is summarized as follows at December 31, 2021 and 2020: SCHEDULE OF PROPERTY AND EQUIPMENT 2021 2020 Leasehold improvements $ 442 $ 419 Vehicles & trailers 723 221 Machinery & equipment 778 713 Office equipment & furniture 439 364 Computers & software 3,552 120 Property and equipment gross 5,934 1,837 Less accumulated depreciation (2,739 ) (1,639 ) Property and equipment net $ 3,195 $ 198 |
RIGHT-OF-USE OPERATING LEASES
RIGHT-OF-USE OPERATING LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Right-of-use Operating Leases | |
RIGHT-OF-USE OPERATING LEASES | 7. RIGHT-OF-USE OPERATING LEASES The Company has ROU operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 year to 5 years, some of which include options to extend. The Company’s operating lease expense for the years ended December 31, 2021 and 2020 amounted to $ 1,452 1,016 1,452 1,016 1,066 1,452 Supplemental balance sheet information related to leases is as follows: SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION 2021 2020 Year Ended December 31, (in thousands) 2021 2020 Operating lease right-of-use assets $ 2,502 $ 694 Operating lease liabilities—short term 993 649 Operating lease liabilities—long term 1,509 45 Total operating lease liabilities $ 2,502 $ 694 As of December 31, 2021, the weighted average remaining lease term was 3.5 3.3 Minimum payments for the operating leases are as follows: SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES Operating Leases (in thousands) 2022 $ 1,041 2023 688 2024 312 2025 294 2026 270 Thereafter - Total lease payments $ 2,605 Less: imputed interest 103 Total $ 2,502 |
RIGHT-OF-USE FINANCE LEASES
RIGHT-OF-USE FINANCE LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Right-of-use Finance Leases | |
RIGHT-OF-USE FINANCE LEASES | 8. RIGHT-OF-USE FINANCE LEASES The Company has finance leases for vehicles. The Company’s finance leases have remaining lease terms of 1 year to 5 years. Supplemental balance sheet information related to finance leases is as follows: SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION December 31, 2021 (in thousands) Finance lease right-of-use asset cost $ 1,868 Finance lease right-of-use accumulated amortization (461 ) Finance lease right of use asset, net $ 1,407 Finance lease obligation—short term $ 424 Finance lease obligation—long term 542 Total finance lease obligation $ 966 As of December 31, 2021, the weighted average remaining lease term was 2.4 4.4 Minimum finance lease payments for the remaining lease terms are as follows: SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES December 31, 2021 (in thousands) 2022 $ 458 2023 283 2024 149 2025 120 2026 14 Thereafter - Total lease payments $ 1,024 Less: imputed interest 58 Total $ 966 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 9. INTANGIBLE ASSETS, NET The Company’s intangible assets at December 31, 2021 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization Cost Accumulated amortization Net carrying value Trademarks 10 $ 5,200 $ (390 ) $ 4,810 Backlog of projects 9 2,000 (2,000 ) - Covenant not-to-compete 3 2,400 (600 ) 1,800 Software (included in property and equipment) 3 3,400 (850 ) 2,550 Dealer relationships 18 2,600 (1,300 ) 1,300 $ 15,600 $ (5,140 ) $ 10,460 Intangible assets are stated at their original estimated value at the date of acquisition. The amortization of intangible assets commences upon acquisition. The intangible assets are being amortized using the straight-line method over the intangible asset’s estimated useful life: Amortization expenses for intangible assets for the year ended December 31, 2021 was as follows: SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS For the Year ended December 31, 2021 Trademarks $ 390 Backlog of projects 2,000 Covenant not-to-compete 600 Software 850 Dealer relationships 1,300 Amortization expenses for intangible assets $ 5,140 Estimated future amortization expense for the Company’s intangible assets as of December 31, 2021 is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Years ending December 31, 2022 $ 3,753 2023 $ 2,453 2024 $ 1,004 2025 $ 520 2026 $ 520 Thereafter $ 2,210 Depreciation and amortization expense on property and equipment and intangible assets for the years ended December 31, 2021 and 2020 was $ 5,877 and $ 337 , respectively. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at December 31, 2021 and 2020 are as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2021 2020 Trade payables $ 3,929 $ 3,780 Accrued payroll, vacation and payroll taxes 3,132 798 Accrued expenses, bonus and commissions 4,066 2,778 Total $ 11,127 $ 7,356 |
ACQUISITION PROMISSORY NOTE
ACQUISITION PROMISSORY NOTE | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION PROMISSORY NOTE | 11. ACQUISITION PROMISSORY NOTE On February 28, 2015, the Company issued a 4 % convertible promissory note in the aggregate principal amount of $ 2,650 as part of the consideration paid to acquire 100 % of the total outstanding stock of MD Energy. The note was convertible into shares of common stock on or after each of the following dates: November 30, 2015, November 30, 2016 and November 30, 2017. 18.20 per share and a beneficial conversion feature of $ 3,262 was calculated but capped at the $ 2,650 value of the note. This convertible promissory note was paid in full on February 28, 2020 3 during the year ended December 31, 2020. The outstanding balance at December 31, 2020 was $ 0 . |
PROMISSORY NOTES PAYABLE
PROMISSORY NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES PAYABLE | 12. PROMISSORY NOTES PAYABLE On April 27, 2018, the Company entered into a Loan Agreement (the “Loan Agreement”) with CrowdOut Capital, Inc. (“CrowdOut”) pursuant to which the Company issued an aggregate of $ 3,750 in promissory notes (the “Notes”), of which $ 3,000 was a Senior Note and $ 750 were Subordinated Notes. The Subordinated Notes were funded by the Company’s then Chief Executive Officer, Charles Cargile, and the Company’s then President of Commercial Operations, Kirk Short. The Notes bore interest at the rate of the one-month LIBOR plus 950 basis points and were scheduled to mature January 31, 2021 as amended. The Notes could be prepaid in whole without the consent of the lender or in part with the consent of the lender. At the time the Notes were paid in full, the Company paid CrowdOut, as the holder of the Senior Note, an exit fee of $ 435 435 141 On January 28, 2020, the Company entered into a second amendment to its Loan Agreement pursuant to which the Loan Agreement was amended to permit the partial prepayment of One Million Five Hundred Thousand Dollars $( 1,500 1,500 3,000 The Company recorded amortization of debt issuance costs of $ 266 On December 4, 2020, the Company paid the remaining outstanding balance of the $ 1,500 750 435 |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE | 13. PAYCHECK PROTECTION PROGRAM LOAN PAYABLE On April 28, 2020 the Company’s operating subsidiary, Sunworks United, received a loan under the Paycheck Protection Program (“PPP”), which was established by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), of $ 2,847 2,847 34 |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
CAPITAL STOCK | 14. CAPITAL STOCK Preferred Stock Pursuant to the terms of our Charter, our board of directors is authorized, subject to limitations prescribed by Delaware law, to issue up to 5,000,000 0.001 On January 9, 2015, we filed two Certificates of Designations, Preferences, and Rights, for Series A Preferred Stock and Series B Preferred Stock with the Secretary of State of the State of Delaware, or the Certificates of Designations, establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to 4,400 0.001 1,700,000 0.001 no Common Stock As approved by stockholders during the 2020 annual meeting on September 18, 2020, a Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware to reduce the total number of shares of all classes of capital stock of the Company to fifty-five million ( 55,000,000 50,000,000 0.001 5,000,000 0.001 Year ended December 31, 2021 Registration Statement On January 27, 2021, the Company filed a Registration Statement on Form S-3 (File No. 333-252475) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). The Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $ 100 First Sales Agreement On February 10, 2021, the Company entered into a Sales Agreement (the “Roth Sales Agreement”) with Roth Capital Partners, LLC (the “Agent RCP”), pursuant to which the Company could offer and sell from time to time, through the Agent RCP, shares of the Company’s common stock, registered under the Securities Act, pursuant to the Registration Statement filed on Form S-3. Sales of shares pursuant to the Roth Sales Agreement are deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act. The Agent RCP has agreed to act as sales agent and use commercially reasonable efforts to sell on the Company’s behalf all of the shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent RCP and the Company. 3,212,486 49,937 15.54 48,858 15.21 Second Sales Agreement On October 21, 2021, the Company filed a prospectus supplement with the SEC, pursuant to which the Company could offer and sell from time to time, through the Agent RCP, shares of the Company’s common stock, registered under the Securities Act, pursuant to the Registration Statement. In accordance with the terms of the Roth Sales Agreement, we may offer and sell shares of our common stock under this prospectus having an aggregate offering price of up to $ 25 Sales of shares pursuant to the Roth Sales Agreement are deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act. The Agent RCP has agreed to act as sales agent and use commercially reasonable efforts to sell on the Company’s behalf all of the shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent RCP and the Company. 2,144,498 shares of common stock were sold under the Roth Sales Agreement between October 27, 2021 and November 19, 2021, pursuant to a prospectus supplement that was filed with the SEC on October 21, 2021. Total gross proceeds for the New Placement Shares were $ 13,130 or $ 6.12 12,742 or $ 5.94 Year ended December 31, 2020 $15 Million Prospectus Supplement Continuation From - June 6, 2019 Pursuant to a June 6, 2019 At Market Issuance Sales Agreement (the “First ATM Agreement”) with B. Riley Securities (the “Agent”), the Company offered and sold shares of the Company’s common stock, par value $ 0.001 per share, registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registration Statement (the “Prior Registration Statement”) on Form S-3 (File No. 333-231653), which was originally filed with the Securities and Exchange Commission (“SEC”) on May 21, 2019 and declared effective by the SEC on May 31, 2019. The base prospectus was contained within the Prior Registration Statement. The Prior Registration Statement allowed the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $ 50 million. As of December 31, 2020, all of the shares of common stock registered under the Prior Registration Statement had been sold. Sales of shares under the First ATM Agreement were deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act. The Agent acted as sales agent and used commercially reasonable efforts to sell on the Company’s behalf all of the First Placement Shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and the Company. 9,817,343 7,976 0.812 7,736 0.788 $20 Million Prospectus Supplement – November 25, 2020 3,877,746 19,990 5.16 19,468 5.02 $14.6 Million Prospectus Supplement – December 18, 2020 3,314,596 14,590 4.40 14,202 4.28 Restricted Stock During the first three months of the year 2020, the terms of a March 2017 restricted stock grant agreement were completed with the issuance of 5,952 |
STOCK OPTIONS, RESTRICTED STOCK
STOCK OPTIONS, RESTRICTED STOCK UNITS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS, RESTRICTED STOCK UNITS | 15. STOCK OPTIONS, RESTRICTED STOCK UNITS Options As of December 31, 2021, the Company has incentive stock options and non-qualified stock options outstanding to purchase 290,684 shares of common stock, per the terms set forth in the option agreements. The stock options vest at various times and are exercisable for a period of five years from the date of grant at exercise prices ranging from $ 2.10 to $ 12.15 per share, the market value of the Company’s common stock on the date of each grant. The Company determined the fair market value of these options by using the Black Scholes option valuation model. Option forfeitures are accounted for as they occur. On April 12, 2021, subject to the 2016 Plan, the Company granted eight members of Solcius management incentive stock options for a total of 260,000 The entire 260,000 12.15 10.30 126.0 1.69 five years During 2021, using cashless option exercises, 2,218 1,530 A summary of the Company’s stock option activity and related information follows: SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY 2021 2020 Weighted Weighted Number Average Number Average of Exercise of Exercise Options Price Options Price Outstanding, beginning January 1 88,441 $ 11.02 143,623 $ 8.99 Granted 260,000 12.15 - - Exercised (2,218 ) 2.10 (26,116 ) 2.66 Forfeited (29,113 ) 7.38 (29,066 ) 8.53 Expired (26,426 ) 19.93 - - Outstanding, and expected to vest as of December 31 290,684 $ 11.65 88,441 $ 11.02 Exercisable at the end of December 31 28,042 $ 7.88 71,502 $ 12.81 Weighted average fair value of options granted during period $ 12.15 $ - The following summarizes the options to purchase shares of the Company’s common stock which were outstanding at December 31, 2021: SCHEDULE OF SHARE-BASED COMPENSATION, SHARES AUTHORIZED UNDER STOCK OPTION PLANS, BY EXERCISE PRICE RANGE Weighted Average Remaining Exercisable Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 10.50 9,998 9,998 0.38 $ 8.68 7,142 7,142 1.37 $ 7.63 4,999 4,999 1.41 $ 2.10 1,109 853 2.01 $ 3.07 3,071 2,475 2.62 $ 2.52 4,365 2,575 2.75 $ 12.15 260,000 - 4.28 290,684 28,042 Aggregate intrinsic value of options outstanding and exercisable at December 31, 2021 and 2020 was $ 2 5 3.07 5.12 The Company recorded stock-based compensation for stock options of $ 2,027 and $ 84 for the years ended December 31, 2021 and 2020, respectively. Restricted Stock Units The following table summarizes the Company’s restricted stock unit activity during the year ended December 31, 2021: SCHEDULE OF STOCK-BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY December 31, 2021 Weighted Average Number Of Shares Grant Date Unvested, beginning December 31, 2020 - $ - Granted 1,195,889 $ 5.14 Vested (10,000 ) $ 9.07 Forfeited - $ - Unvested at the end of December 31, 2021 1,185,889 $ 5.11 RSUs granted during the year ended December 31, 2021 vest in a variety of ways. Some RSU’s vest on the one-year anniversary of the date of grant. Other RSU’s vest one-third on the one-year anniversary date of the grant and then monthly over the next 24 months. Other RSU’s vest one-third on each annual anniversary date for the next three years. Another portion of the RSUs are performance based and vest on achieving certain revenue and cash flow and profitability goals measured annually or in some cases for the year 2024. The total combined stock option, RSU compensation and restricted stock expense recognized in the consolidated statements of operations during the years ended December 31, 2021 and 2020 was $ 3,734 and $ 147 , respectively. Warrants As part of a March 2015 capital raise, the Company issued common stock with warrants to purchase 428,572 29.05 429 March 9, 2020 The sales and issuances of common stock pursuant to various ATM agreements in 2019 and 2020 described in Note 14 triggered the down round provision in the warrants resulting in the Company recording a deemed dividend of approximately $ 60 in the year ended December 31, 2020. Pursuant to the down round provisions of the warrants, the exercise price decreased from $ 29.05 1.20 1.20 0.65 The deemed dividend has no cash impact. For financial statement presentation purposes, the deemed dividend is shown as an increase in the net loss attributable to common shareholders, increasing the loss per share for common stock by approximately $ 0.01 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES The Company is recording an income tax expense for state franchise and minimum taxes only, due to operating losses incurred for the years ended December 31, 2021 and 2020. State franchise and minimum taxes are included in general and administrative expense. The Company accounts for income taxes in accordance with ASC 740, which requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. No tax benefit has been reported in the 2021 consolidated financial statements, since the potential tax benefit is offset by a valuation allowance of the same amount. The Company’s income tax expense for the years ended December 31, 2021 and 2020 are summarized below: SCHEDULE OF INCOME TAX EXPENSE December 31, 2021 December 31, 2020 Current: Federal $ - $ - State 75 - Total current expense $ 75 $ - Deferred: Federal $ (4,238 ) $ (2,863 ) State (1,353 ) (599 ) Change in valuation allowance 5,591 3,462 Total deferred $ - $ - Income tax provision (benefit) $ 75 $ - Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2021 December 31, 2020 Deferred tax assets: Warranty, inventory and bad debt reserves $ 464 $ 462 Other accrued expenses 228 - Other 28 86 Property and equipment 39 94 Intangible assets 707 - Deferred stock-based compensation 445 84 Limitation under 163(j) 440 579 Research and development credits 232 248 Net operating loss 12,830 8,270 Total deferred tax assets 15,413 9,823 Valuation allowances (15,413 ) (9,823 ) Net deferred tax assets $ - $ - A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income tax provision is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 U.S Federal statutory tax rate 21.00 % 21.00 % State tax benefit, net -1.08 % - % Research and development credits - % - % Stock-based compensation -1.59 % -0.19 % Impairment of goodwill -4.31 % -5.27 % PPP Loan forgiveness 2.27 % - % Other -0.07 % - % Valuation allowance -16.50 % -15.54 % Effective income tax rate -0.28 % - % At December 31, 2021, the Company had federal and state net operating loss carryforwards of approximately $ 48.0 million and $ 46.8 million, respectively. In addition, the Company has federal and California research and development tax credit carryforwards of approximately $ 173 and $ 75 , respectively. The federal net operating losses incurred in years beginning after January 1, 2018 in the amount of $ 36.0 The remaining $11.8 million of federal net operating loss, research tax credit carryforwards and California net operating loss carryforwards will begin to expire in 2029 unless previously utilized . The California research and development credit carryforwards will carry forward indefinitely until utilized. Utilization of U.S. net operating losses and tax credit carryforwards may be limited by “ownership change” rules, as defined in Sections 382 and 383 of the Code. Similar rules may apply under state tax laws. The Company has not conducted a study to-date to assess whether a limitation would apply under Sections 382 and 383 of the Code as and when it starts utilizing its net operating losses and tax credits. The Company will continue to monitor activities in the future. In the event the Company should experience an ownership change in the future, the amount of net operating losses and research and development credit carryovers available in any taxable year could be limited and may expire unutilized. The CARES Act was signed into law on March 27, 2020 as a response to the economic challenges facing U.S. businesses caused by the COVID-19 global pandemic. The CARES Act allowed net operating loss incurred in 2018-2020 to be carried back five years or carried forward indefinitely, and to be fully utilized without being subjected to the 80% taxable income limitation. Net operating losses incurred after December 31, 2020 will be subjected to the 80% taxable income limitation. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion, or all, of the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible. Due to the uncertainty surrounding the realization of the benefits of its deferred assets, including NOL carryforwards, the Company has provided a 100% valuation allowance on its deferred tax assets at December 31, 2021 and 2020, respectively. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, Income Taxes no As part of the acquisition of Solcius a portion of the purchase price was assigned to goodwill and other intangibles. The transaction was taxable for income tax purposes and all assets and liabilities have been recorded at fair value for both book and income tax purposes. Therefore, no deferred tax asset differences between book and tax were originally recorded as part of the purchase price allocation. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a negative impact on the Company’s financial position. |
MAJOR CUSTOMER_SUPPLIERS
MAJOR CUSTOMER/SUPPLIERS | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMER/SUPPLIERS | 18. MAJOR CUSTOMER/SUPPLIERS The Company utilizes a network of authorized dealers to source sales for its residential operations. For the year ended December 31, 2021, the three largest authorized dealers were responsible for approximately 56% 26% For the years ended December 31, 2021 and 2020 the Company had no projects that represented more than 10% of revenue. As of December 31, 2021 the Company had a receivable balance from one customer for approximately $ 572 13% 10% For the year ended December 31, 2021 we had two vendors that combined accounted for 45.1% 11.6% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 19. RELATED PARTY TRANSACTIONS The Company rents a facility in Durham, California from its former President of Commercial Operations, for $ 11 112 108 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS Subsequent to December 31, 2021 through March 11, 2022, there were no events, not otherwise described in these consolidated financial statements, requiring disclosure here. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Sunworks, Inc., and its wholly-owned operating subsidiaries, Sunworks United Inc., Commercial Solar Energy, Inc. and Solcius LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, intangibles, impairments and estimations of long-lived assets, revenue recognition on construction contracts recognized over time, fair value of assets acquired and liabilities assumed in a business combination, allowances for uncollectible accounts, finance lease right-of-use assets and liabilities, operating lease right-of-use assets and liabilities, warranty reserves, inventory valuation, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year’s consolidated financial statements to conform to classifications used in the current year. Sales commissions, finders’ fees and financing fees paid to third parties have been reclassified from cost of goods sold to selling and marketing in the consolidated statements of operations with no change in the previously reported net losses. Customer deposits have been reclassified and included in contract liabilities. |
Revenue Recognition | Revenue Recognition Revenue and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, engineering, procurement and construction (“EPC”) projects for residential and smaller commercial systems that require us to deliver functioning solar power systems are generally completed within two to twelve months from commencement of construction. Construction on larger commercial projects may be completed within eighteen to thirty-six months, depending on the size and location. We recognize revenue from commercial EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer. For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection. We recognize revenue for systems operations and maintenance over the term of the service period. For commercial projects, we commence recognizing performance revenue when work starts on the job and continue recognizing revenue over time as work is performed based on the ratio of costs incurred, excluding modules and components, compared to the total estimated non-materials costs at completion of the performance obligations. Judgment is required to evaluate assumptions including the amount of net contract revenue and the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If estimated total costs on any contract are greater than the net contract revenue, the Company recognizes the entire estimated loss in the period the loss becomes known. Changes in estimates for commercial projects occur for a variety of reasons, including, but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in the Company’s consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the years ended December 31, 2021 and 2020 as well as the number of projects that comprise such changes. For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $100, calculated on a quarterly basis during the periods, were presented. Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects. SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE (In thousands, except number of projects) December 31, 2021 December 31, 2020 Year Ended (In thousands, except number of projects) December 31, 2021 December 31, 2020 Increase in revenue from net changes in transaction prices $ 286 $ 62 Increase (decrease) in revenue from net changes in input cost estimates 815 (299 ) Net increase (decrease) in revenue from net changes in estimates $ 1,101 $ (237 ) Number of projects 9 5 Net change in estimate as a percentage of aggregate revenue for associated projects 8.3 % ( 1.8 )% |
Contract Assets and Liabilities | Contract Assets and Liabilities Contract assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain contractual milestones are met; (ii) direct costs, including commissions, labor related costs and permitting fees paid prior to recording revenue, and (iii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for larger construction contracts. Contract liabilities consist of deferred revenue, customer deposits and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Total contract assets and contract liabilities balances as of the respective dates are as follows: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES As of (In thousands) December 31, 2021 December 31, 2020 Contract Assets $ 14,498 $ 2,397 Contract Liabilities 12,201 6,260 During the year ended December 31, 2021, the Company recognized revenue of $ 4,511 that was included in contract liabilities as of December 31, 2020. During the year ended December 31, 2020, the Company recognized revenue of $ 4,730 that was included in contract liabilities as of December 31, 2019. The following table represents the average percentage of completion as of December 31, 2021 for EPC projects that the Company is constructing. The Company expects to recognize $ 18,289 SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS Project Revenue Category Expected Years Revenue Recognition Will Be Completed Average Percentage of Revenue Recognized Various Projects EPC services 2022 - 2023 58.7 % |
Accounts Receivable | Accounts Receivable Accounts receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $ 309 392 The Company performs ongoing credit evaluation of its customers. Management monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, age of receivables and other information, and records bad debts using the allowance method. Accounts receivable are presented net of an allowance for doubtful accounts of $ 454 at December 31, 2021, and $ 253 at December 31, 2020. During 2021, $ 454 was recorded as bad debt expense compared to $ 710 in 2020. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Restricted Cash | Restricted Cash The Company considers restricted cash to be cash balances that have legal or contractual restrictions imposed by a third party and are restricted as to withdrawal or use except for the specified purpose. |
Concentration Risk | Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (“FDIC”) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2021 and 2020, the cash balance in excess of the FDIC limits was $ 19,631 38,981 |
Inventory | Inventory Inventory is valued at lower of cost or net realizable value determined by the first-in, first-out method. Inventory primarily consists of panels, inverters, batteries, optimizers, mounting racks and other materials. The Company reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. Inventory is presented net of an allowance of $ 312 309 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when it is put into service and are depreciated using the straight-line method over property and equipment’s estimated useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery & equipment 3 7 Office equipment & furniture 5 7 Computers & software 3 5 Vehicles & trailers 3 7 Leasehold improvements 3 5 |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included in the consolidated balance sheet. With the acquisition of Solcius in April 2021, the Company has finance lease ROU assets and finance lease liabilities, which are presented in the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating and finance lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and the Company recognizes such lease payments on a straight-line basis over the lease term. |
Warranty Liability | Warranty Liability The Company establishes warranty liability reserves to provide for estimated future expenses as a result of installation, product and performance defects, product recalls and litigation incidental to the Company’s business. Liability estimates are determined based on management’s judgment, considering such factors as historical experience, the likely current cost of corrective action, manufacturers’ and subcontractors’ participation in sharing the cost of corrective action, and consultations with third party experts such as engineers. Solar panel manufacturers currently provide substantial warranties of between ten to twenty-five years with full reimbursement to replace and install replacement panels. 1,251 1,131 |
Advertising and Marketing | Advertising and Marketing The Company expenses advertising and marketing costs as incurred. Advertising and marketing costs may include printed material, billboards, sponsorships, direct mail, radio, telemarketing, tradeshow costs, magazine, and catalog advertisement. Advertising and marketing costs for the years ended December 31, 2021 and 2020 were $ 864 107 |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and restricted stock units (“RSU”) to employees and non-employees. The Company accounts for stock option and RSU grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and RSU grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. |
Basic and Diluted Net (Loss) per Share Calculations | Basic and Diluted Net (Loss) per Share Calculations (Loss) per Share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, restricted stock, warrants and convertible notes were not used in the calculation of the net loss per share. A net loss causes all outstanding common stock options to be anti-dilutive. As a result, the basic and diluted losses per common share are the same for the year ended December 31, 2021 and 2020. As of December 31, 2021, the potentially dilutive securities were excluded from the computations of weighted average shares outstanding including 290,684 stock options, and 1,185,889 unvested RSUs. As of December 31, 2020, the potentially dilutive securities were excluded from the computations of weighted average shares outstanding including 88,441 Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method, if their effect would be dilutive. |
Long-Lived Assets | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Business Combinations and Goodwill | Business Combinations and Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company retains a valuation consulting firm to assist in testing for goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of an asset exceeds its fair value and may not be recoverable. At December 31, 2021 we performed a quantitative assessment of goodwill. It was determined that the remaining carrying of goodwill resulting from the acquisitions made in 2014 and 2015 exceeded their fair value and we recorded an impairment of $ 5,464 for the remaining balances. Early in 2020, as a result of the events and circumstances resulting from the COVID-19 pandemic, the Company’s outlook for revenue, profitability and cash flow had deteriorated. Therefore, the Company performed a quantitative assessment of goodwill at March 31, 2020. It was determined that the carrying value of goodwill exceeded its fair value at March 31, 2020. As a result, the Company recorded an impairment of $ 4,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2021, the amounts reported for cash, accrued interest and other expenses, approximate the fair value because of their short maturities. The Company accounts for financial instruments measured as fair value on a recurring basis under ASC Topic 820. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has two |
New Accounting Pronouncements | New Accounting Pronouncements Management reviewed currently issued pronouncements during the year ended December 31, 2021, and believes that any other recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE | SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE (In thousands, except number of projects) December 31, 2021 December 31, 2020 Year Ended (In thousands, except number of projects) December 31, 2021 December 31, 2020 Increase in revenue from net changes in transaction prices $ 286 $ 62 Increase (decrease) in revenue from net changes in input cost estimates 815 (299 ) Net increase (decrease) in revenue from net changes in estimates $ 1,101 $ (237 ) Number of projects 9 5 Net change in estimate as a percentage of aggregate revenue for associated projects 8.3 % ( 1.8 )% |
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES | SCHEDULE OF CONTRACT ASSETS AND LIABILITIES As of (In thousands) December 31, 2021 December 31, 2020 Contract Assets $ 14,498 $ 2,397 Contract Liabilities 12,201 6,260 |
SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS | SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS Project Revenue Category Expected Years Revenue Recognition Will Be Completed Average Percentage of Revenue Recognized Various Projects EPC services 2022 - 2023 58.7 % |
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES | Property and equipment are stated at cost. Depreciation for property and equipment commences when it is put into service and are depreciated using the straight-line method over property and equipment’s estimated useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery & equipment 3 7 Office equipment & furniture 5 7 Computers & software 3 5 Vehicles & trailers 3 7 Leasehold improvements 3 5 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED | SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED (in thousands) Base purchase price $ 51,750 Working capital shortfall (1,131 ) Cash surplus 1,492 Total purchase price paid $ 52,111 Cash $ 1,492 Accounts receivable 1,729 Inventory 3,833 Contract assets 7,336 Prepaids and other current assets 1,603 Property and equipment 143 Deposits 91 Operating lease right-of-use asset 1,885 Finance lease right-of-use assets 1,200 Other intangible assets 15,600 Identifiable assets acquired 34,912 Accounts payable and accrued liabilities (6,957 ) Contract liabilities (5,273 ) Operating and finance lease liabilities (2,757 ) Liabilities assumed (14,987 ) Net identifiable assets acquired 19,925 Goodwill 32,186 Net assets acquired $ 52,111 |
SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS | SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS December 31, 2021 December 31, 2020 Year ended December 31, 2021 December 31, 2020 Revenue, net $ 127,304 $ 131,377 Net Loss $ (20,304 ) $ (19,858 ) |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table represents a disaggregation of revenue by customer type from contracts with customers for the years ended December 31, 2021 and 2020: SCHEDULE OF DISAGGREGATION OF REVENUE 2021 2020 Year Ended December 31, 2021 2020 Residential $ 77,861 $ 9,685 Commercial 17,125 18,771 Public Works 6,168 9,457 Total $ 101,154 $ 37,913 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT | The acquisition of Solcius was completed in April 2021. Solcius is a separate segment for management reporting purposes. Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the year ended December 31, 2021. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT Solcius Sunworks Total For the Year Ended December 31, 2021 Solcius Sunworks Total Net revenue $ 72,278 $ 28,876 $ 101,154 Cost of sales 32,319 24,188 56,507 Gross profit 39,959 4,688 44,647 Operating expenses Selling and marketing 28,489 4,271 32,760 General and administrative 12,501 13,535 26,036 Segment contribution (loss) (1,031 ) (13,118 ) (14,149 ) Goodwill impairment - 5,464 5,464 Stock-based compensation 2,725 1,009 3,734 Depreciation and amortization 5,647 230 5,877 Operating income (loss) $ (9,403 ) $ (19,821 ) $ (29,224 ) |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment is summarized as follows at December 31, 2021 and 2020: SCHEDULE OF PROPERTY AND EQUIPMENT 2021 2020 Leasehold improvements $ 442 $ 419 Vehicles & trailers 723 221 Machinery & equipment 778 713 Office equipment & furniture 439 364 Computers & software 3,552 120 Property and equipment gross 5,934 1,837 Less accumulated depreciation (2,739 ) (1,639 ) Property and equipment net $ 3,195 $ 198 |
RIGHT-OF-USE OPERATING LEASES (
RIGHT-OF-USE OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Right-of-use Operating Leases | |
SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION | Supplemental balance sheet information related to leases is as follows: SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION 2021 2020 Year Ended December 31, (in thousands) 2021 2020 Operating lease right-of-use assets $ 2,502 $ 694 Operating lease liabilities—short term 993 649 Operating lease liabilities—long term 1,509 45 Total operating lease liabilities $ 2,502 $ 694 |
SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES | Minimum payments for the operating leases are as follows: SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES Operating Leases (in thousands) 2022 $ 1,041 2023 688 2024 312 2025 294 2026 270 Thereafter - Total lease payments $ 2,605 Less: imputed interest 103 Total $ 2,502 |
RIGHT-OF-USE FINANCE LEASES (Ta
RIGHT-OF-USE FINANCE LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Right-of-use Finance Leases | |
SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION | Supplemental balance sheet information related to finance leases is as follows: SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION December 31, 2021 (in thousands) Finance lease right-of-use asset cost $ 1,868 Finance lease right-of-use accumulated amortization (461 ) Finance lease right of use asset, net $ 1,407 Finance lease obligation—short term $ 424 Finance lease obligation—long term 542 Total finance lease obligation $ 966 |
SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES | Minimum finance lease payments for the remaining lease terms are as follows: SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES December 31, 2021 (in thousands) 2022 $ 458 2023 283 2024 149 2025 120 2026 14 Thereafter - Total lease payments $ 1,024 Less: imputed interest 58 Total $ 966 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The Company’s intangible assets at December 31, 2021 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization Cost Accumulated amortization Net carrying value Trademarks 10 $ 5,200 $ (390 ) $ 4,810 Backlog of projects 9 2,000 (2,000 ) - Covenant not-to-compete 3 2,400 (600 ) 1,800 Software (included in property and equipment) 3 3,400 (850 ) 2,550 Dealer relationships 18 2,600 (1,300 ) 1,300 $ 15,600 $ (5,140 ) $ 10,460 |
SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS | Amortization expenses for intangible assets for the year ended December 31, 2021 was as follows: SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS For the Year ended December 31, 2021 Trademarks $ 390 Backlog of projects 2,000 Covenant not-to-compete 600 Software 850 Dealer relationships 1,300 Amortization expenses for intangible assets $ 5,140 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS | Estimated future amortization expense for the Company’s intangible assets as of December 31, 2021 is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Years ending December 31, 2022 $ 3,753 2023 $ 2,453 2024 $ 1,004 2025 $ 520 2026 $ 520 Thereafter $ 2,210 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Accounts payable and accrued liabilities at December 31, 2021 and 2020 are as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2021 2020 Trade payables $ 3,929 $ 3,780 Accrued payroll, vacation and payroll taxes 3,132 798 Accrued expenses, bonus and commissions 4,066 2,778 Total $ 11,127 $ 7,356 |
STOCK OPTIONS, RESTRICTED STO_2
STOCK OPTIONS, RESTRICTED STOCK UNITS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY | A summary of the Company’s stock option activity and related information follows: SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY 2021 2020 Weighted Weighted Number Average Number Average of Exercise of Exercise Options Price Options Price Outstanding, beginning January 1 88,441 $ 11.02 143,623 $ 8.99 Granted 260,000 12.15 - - Exercised (2,218 ) 2.10 (26,116 ) 2.66 Forfeited (29,113 ) 7.38 (29,066 ) 8.53 Expired (26,426 ) 19.93 - - Outstanding, and expected to vest as of December 31 290,684 $ 11.65 88,441 $ 11.02 Exercisable at the end of December 31 28,042 $ 7.88 71,502 $ 12.81 Weighted average fair value of options granted during period $ 12.15 $ - |
SCHEDULE OF SHARE-BASED COMPENSATION, SHARES AUTHORIZED UNDER STOCK OPTION PLANS, BY EXERCISE PRICE RANGE | The following summarizes the options to purchase shares of the Company’s common stock which were outstanding at December 31, 2021: SCHEDULE OF SHARE-BASED COMPENSATION, SHARES AUTHORIZED UNDER STOCK OPTION PLANS, BY EXERCISE PRICE RANGE Weighted Average Remaining Exercisable Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 10.50 9,998 9,998 0.38 $ 8.68 7,142 7,142 1.37 $ 7.63 4,999 4,999 1.41 $ 2.10 1,109 853 2.01 $ 3.07 3,071 2,475 2.62 $ 2.52 4,365 2,575 2.75 $ 12.15 260,000 - 4.28 290,684 28,042 |
SCHEDULE OF STOCK-BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY | The following table summarizes the Company’s restricted stock unit activity during the year ended December 31, 2021: SCHEDULE OF STOCK-BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY December 31, 2021 Weighted Average Number Of Shares Grant Date Unvested, beginning December 31, 2020 - $ - Granted 1,195,889 $ 5.14 Vested (10,000 ) $ 9.07 Forfeited - $ - Unvested at the end of December 31, 2021 1,185,889 $ 5.11 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSE | The Company’s income tax expense for the years ended December 31, 2021 and 2020 are summarized below: SCHEDULE OF INCOME TAX EXPENSE December 31, 2021 December 31, 2020 Current: Federal $ - $ - State 75 - Total current expense $ 75 $ - Deferred: Federal $ (4,238 ) $ (2,863 ) State (1,353 ) (599 ) Change in valuation allowance 5,591 3,462 Total deferred $ - $ - Income tax provision (benefit) $ 75 $ - |
SCHEDULE OF DEFERRED TAX ASSETS | SCHEDULE OF DEFERRED TAX ASSETS December 31, 2021 December 31, 2020 Deferred tax assets: Warranty, inventory and bad debt reserves $ 464 $ 462 Other accrued expenses 228 - Other 28 86 Property and equipment 39 94 Intangible assets 707 - Deferred stock-based compensation 445 84 Limitation under 163(j) 440 579 Research and development credits 232 248 Net operating loss 12,830 8,270 Total deferred tax assets 15,413 9,823 Valuation allowances (15,413 ) (9,823 ) Net deferred tax assets $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income tax provision is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 U.S Federal statutory tax rate 21.00 % 21.00 % State tax benefit, net -1.08 % - % Research and development credits - % - % Stock-based compensation -1.59 % -0.19 % Impairment of goodwill -4.31 % -5.27 % PPP Loan forgiveness 2.27 % - % Other -0.07 % - % Valuation allowance -16.50 % -15.54 % Effective income tax rate -0.28 % - % |
ORGANIZATION AND LINE OF BUSI_2
ORGANIZATION AND LINE OF BUSINESS (Details Narrative) $ in Thousands | Apr. 08, 2021USD ($) |
Solcius Holdings, LLC [Member] | Purchase Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Cash payment to acquire business | $ 51,750 |
SCHEDULE OF CHANGES IN ESTIMATE
SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)Projects | Dec. 31, 2020USD ($)Projects | |
Accounting Policies [Abstract] | ||
Increase in revenue from net changes in transaction prices | $ 286 | $ 62 |
Increase (decrease) in revenue from net changes in input cost estimates | 815 | (299) |
Net increase (decrease) in revenue from net changes in estimates | $ 1,101 | $ (237) |
Number of projects | Projects | 9 | 5 |
Net change in estimate as a percentage of aggregate revenue for associated projects | 8.30% | 1.80% |
SCHEDULE OF CONTRACT ASSETS AND
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Contract Assets | $ 14,498 | $ 2,397 |
Contract Liabilities | $ 12,201 | $ 6,260 |
SCHEDULE OF REVENUE RECOGNIZE U
SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Project | Various Projects |
Revenue Category | EPC services |
Expected Year Revenue Recognition Will Be Completed | 2022 - 2023 |
Average Percentage of Revenue Recognized | 58.70% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 7 years |
Office equipment and fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 5 years |
Office equipment and fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 7 years |
Computer and software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 3 years |
Computer and software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 5 years |
Vehicles and trailers [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 3 years |
Vehicles and trailers [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 7 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 3 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, estimated useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)Segmentsshares | Dec. 31, 2020USD ($)shares | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Contract with Customer, Liability, Revenue Recognized | $ 4,511 | $ 4,730 |
Revenue from contract with customer transfer of control projects | 18,289 | |
Accounts receivable, net | 4,568 | 2,890 |
Accounts Receivable, after Allowance for Credit Loss | 454 | 253 |
Accounts Receivable, Credit Loss Expense (Reversal) | 454 | 710 |
Cash balance in excess of FDIC limits | 19,631 | 38,981 |
Inventory allowance, net | $ 312 | 309 |
Warranty description | Solar panel manufacturers currently provide substantial warranties of between ten to twenty-five years with full reimbursement to replace and install replacement panels. | |
Warranty reserve liability | $ 1,251 | 1,131 |
Advertising and marketing expenses | 864 | 107 |
Goodwill, impairment loss | $ 5,464 | $ 4,000 |
Number of reportable segments | Segments | 2 | |
Equity Option [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 290,684 | 88,441 |
Unvested Restricted Stock Units [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 1,185,889 | |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 309 | $ 392 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED (Details) - USD ($) $ in Thousands | Apr. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 32,186 | $ 5,464 | |
Solcius Holdings, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Base purchase price | $ 51,750 | ||
Working capital shortfall | (1,131) | ||
Cash surplus | 1,492 | ||
Total purchase price paid | 52,111 | ||
Cash | 1,492 | ||
Accounts receivable | 1,729 | ||
Inventory | 3,833 | ||
Contract assets | 7,336 | ||
Prepaids and other current assets | 1,603 | ||
Property and equipment | 143 | ||
Deposits | 91 | ||
Operating lease right-of-use asset | 1,885 | ||
Finance lease right-of-use assets | 1,200 | ||
Other intangible assets | 15,600 | ||
Intangible assets acquired | 34,912 | ||
Accounts payable and accrued liabilities | (6,957) | ||
Contract liabilities | (5,273) | ||
Operating and finance lease liabilities | (2,757) | ||
Liabilities assumed | (14,987) | ||
Net assets acquired | 19,925 | ||
Goodwill | 32,186 | ||
Total purchase price | $ 52,111 |
SCHEDULE OF BUSINESS ACQUISIT_2
SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue, net | $ 127,304 | $ 131,377 |
Net Loss | $ (20,304) | $ (19,858) |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) $ in Thousands | Apr. 08, 2021 | Apr. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Net revenue | $ 101,154 | $ 37,913 | ||
Solcius Holdings, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 51,750 | |||
Business combination, consideration transferred | 52,111 | |||
Other intangible assets | $ 15,600 | $ 15,600 | ||
Acquisition transaction expenses | 774 | |||
Net revenue | $ 72,279 | |||
Proforma acquisition | $ 774 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 101,154 | $ 37,913 |
Residential [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 77,861 | 9,685 |
Commercial [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 17,125 | 18,771 |
Public Works [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 6,168 | $ 9,457 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 14,498 | $ 2,397 |
Contract liabilities | $ 12,201 | $ 6,260 |
SCHEDULE OF SEGMENT REPORTING I
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 101,154 | $ 37,913 |
Cost of sales | 56,507 | 29,902 |
Gross profit | 44,647 | 8,011 |
Selling and marketing | 32,760 | 5,646 |
General and administrative | 26,036 | 13,116 |
Segment contribution (loss) | (14,149) | |
Goodwill impairment | 5,464 | |
Stock-based compensation | 3,734 | 147 |
Depreciation and amortization | 5,877 | 337 |
Operating income (loss) | (29,224) | $ (15,235) |
Solcius [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 72,278 | |
Cost of sales | 32,319 | |
Gross profit | 39,959 | |
Selling and marketing | 28,489 | |
General and administrative | 12,501 | |
Segment contribution (loss) | (1,031) | |
Goodwill impairment | ||
Stock-based compensation | 2,725 | |
Depreciation and amortization | 5,647 | |
Operating income (loss) | (9,403) | |
Sunworks [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 28,876 | |
Cost of sales | 24,188 | |
Gross profit | 4,688 | |
Selling and marketing | 4,271 | |
General and administrative | 13,535 | |
Segment contribution (loss) | (13,118) | |
Goodwill impairment | 5,464 | |
Stock-based compensation | 1,009 | |
Depreciation and amortization | 230 | |
Operating income (loss) | $ (19,821) |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 5,934 | $ 1,837 |
Less accumulated depreciation | (2,739) | (1,639) |
Property and equipment net | 3,195 | 198 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 442 | 419 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 723 | 221 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 778 | 713 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 439 | 364 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 3,552 | $ 120 |
SCHEDULE OF OPERATING LEASES SU
SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Right-of-use Operating Leases | ||
Operating lease right-of-use assets | $ 2,502 | $ 694 |
Operating lease liabilities—short term | 993 | 649 |
Operating lease liabilities—long term | 1,509 | 45 |
Total operating lease liabilities | $ 2,502 | $ 694 |
SCHEDULE OF MATURITIES FOR OPER
SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Right-of-use Operating Leases | ||
2022 | $ 1,041 | |
2023 | 688 | |
2024 | 312 | |
2025 | 294 | |
2026 | 270 | |
Thereafter | ||
Total lease payments | 2,605 | |
Less: imputed interest | 103 | |
Total | $ 2,502 | $ 694 |
RIGHT-OF-USE OPERATING LEASES_2
RIGHT-OF-USE OPERATING LEASES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease, expense | $ 1,452 | $ 1,016 |
Operating lease, payments | 1,452 | $ 1,016 |
Operating lease difference of right of use asset amortization expenses | $ 1,066 | |
Operating lease, weighted average remaining lease term | 3 years 6 months | |
Operating lease, weighted average discount rate, percent | 3.30% | |
Addition to Basic Operating Lease [Member] | ||
Operating lease, expense | $ 1,452 | |
Minimum [Member] | ||
Lessee, operating lease, term of contract | 1 year | |
Maximum [Member] | ||
Lessee, operating lease, term of contract | 5 years |
SCHEDULE OF FINANCE LEASES SUPP
SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Right-of-use Finance Leases | ||
Finance lease right-of-use asset cost | $ 1,868 | |
Finance lease right-of-use accumulated amortization | (461) | |
Finance lease right of use asset, net | 1,407 | |
Finance lease obligation—short term | 424 | |
Finance lease obligation—long term | 542 | |
Total finance lease obligation | $ 966 |
SCHEDULE OF MATURITIES FOR FINA
SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Right-of-use Finance Leases | |
2022 | $ 458 |
2023 | 283 |
2024 | 149 |
2025 | 120 |
2026 | 14 |
Thereafter | |
Total lease payments | 1,024 |
Less: imputed interest | 58 |
Total | $ 966 |
RIGHT-OF-USE FINANCE LEASES (De
RIGHT-OF-USE FINANCE LEASES (Details Narrative) | Dec. 31, 2021 |
Finance lease, weighted average remaining lease term | 2 years 4 months 24 days |
Finance lease, weighted average discount rate, percent | 4.40% |
Minimum [Member] | |
Lessee, finance lease, term of contract | 1 year |
Maximum [Member] | |
Lessee, finance lease, term of contract | 5 years |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | $ 15,600 |
Finite-Lived Intangible Assets, Accumulated Amortization | (5,140) |
Finite-Lived Intangible Assets, Net | $ 10,460 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 10 years |
Finite-Lived Intangible Assets, Gross | $ 5,200 |
Finite-Lived Intangible Assets, Accumulated Amortization | (390) |
Finite-Lived Intangible Assets, Net | $ 4,810 |
Backlog of projects [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 9 months |
Finite-Lived Intangible Assets, Gross | $ 2,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (2,000) |
Finite-Lived Intangible Assets, Net | |
Covenant not-to-compete [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 3 years |
Finite-Lived Intangible Assets, Gross | $ 2,400 |
Finite-Lived Intangible Assets, Accumulated Amortization | (600) |
Finite-Lived Intangible Assets, Net | $ 1,800 |
Software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 3 years |
Finite-Lived Intangible Assets, Gross | $ 3,400 |
Finite-Lived Intangible Assets, Accumulated Amortization | (850) |
Finite-Lived Intangible Assets, Net | $ 2,550 |
Dealer relationship [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 18 months |
Finite-Lived Intangible Assets, Gross | $ 2,600 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,300) |
Finite-Lived Intangible Assets, Net | $ 1,300 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization expenses for intangible assets | $ 5,140 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization expenses for intangible assets | 390 |
Backlog of projects [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization expenses for intangible assets | 2,000 |
Covenant not-to-compete [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization expenses for intangible assets | 600 |
Software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization expenses for intangible assets | 850 |
Dealer relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization expenses for intangible assets | $ 1,300 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 3,753 |
2023 | 2,453 |
2024 | 1,004 |
2025 | 520 |
2026 | 520 |
Thereafter | $ 2,210 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Depreciation and amortization expense | $ 5,877 | $ 337 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Trade payables | $ 3,929 | $ 3,780 |
Accrued payroll, vacation and payroll taxes | 3,132 | 798 |
Accrued expenses, bonus and commissions | 4,066 | 2,778 |
Total | $ 11,127 | $ 7,356 |
ACQUISITION PROMISSORY NOTE (De
ACQUISITION PROMISSORY NOTE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Feb. 28, 2015 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Convertible debt | $ 0 | |
MD energy LLC [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition, percentage of voting interests acquired | 100.00% | |
MD energy LLC [Member] | Convertible Debt [Member] | ||
Business Acquisition [Line Items] | ||
Debt instrument, interest rate | 4.00% | |
Debt instrument, face amount | $ 2,650 | |
Debt instrument, convertible terms | The note was convertible into shares of common stock on or after each of the following dates: November 30, 2015, November 30, 2016 and November 30, 2017. | |
Debt instrument, convertible, conversion price | $ 18.20 | |
Debt instrument, convertible, terms of conversion feature | $ 3,262 | |
Debt instrument, maturity date | Feb. 28, 2020 | |
Interest expense | $ 3 | |
MD energy LLC [Member] | Convertible Debt [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Debt instrument, face amount | $ 2,650 |
PROMISSORY NOTES PAYABLE (Detai
PROMISSORY NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands | Jan. 28, 2020 | Jun. 03, 2019 | Apr. 27, 2018 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 04, 2020 |
Debt Instrument [Line Items] | ||||||
Debt instrument exit fees | $ 435 | |||||
Interest expense | $ 266 | |||||
Senior note | 1,500 | |||||
Subordinated notes | $ 750 | |||||
Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate Terms | The Notes bore interest at the rate of the one-month LIBOR plus 950 basis points | |||||
Interest expense | 141 | |||||
Prepayment of senior note | $ 1,500 | |||||
Loan Agreement [Member] | Senior Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment of senior note | $ 3,000 | |||||
Loan Agreement [Member] | Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 3,000 | |||||
Debt instrument exit fees | $ 435 | |||||
Loan Agreement [Member] | Subordinated Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | 750 | |||||
Loan Agreement [Member] | CrowdOut Capital, Inc [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 3,750 | |||||
Debt Instrument, Maturity Date | Jan. 31, 2021 | |||||
Second Amendment Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment of senior note | $ 1,500 |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE (Details Narrative) - Paycheck Protection Program Loan [Member] $ in Thousands | Apr. 28, 2020USD ($) |
Principal Forgiveness [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt Instrument, Decrease, Forgiveness | $ 2,847 |
Accrued Interest [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt Instrument, Decrease, Forgiveness | 34 |
Sunworks United, Inc [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Proceeds from Loan Originations | $ 2,847 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 21, 2021 | Jan. 27, 2021 | Dec. 22, 2020 | Dec. 02, 2020 | Nov. 19, 2021 | Feb. 23, 2021 | May 31, 2019 | Mar. 31, 2020 | Mar. 26, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 18, 2020 | Jun. 06, 2019 | Jan. 09, 2015 |
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Share capital | 55,000,000 | |||||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Share price | $ 3.07 | $ 5.12 | ||||||||||||
First Placement Shares [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Net proceeds after issuance cost | $ 7,736 | |||||||||||||
Sale of shares of common stock | 9,817,343 | |||||||||||||
Gross proceeds from sale of stock | $ 7,976 | |||||||||||||
Share price | $ 0.812 | |||||||||||||
Sale of stock, price per share | $ 0.788 | |||||||||||||
Second Placement Shares [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Net proceeds after issuance cost | $ 19,468 | |||||||||||||
Sale of shares of common stock | 3,877,746 | |||||||||||||
Gross proceeds from sale of stock | $ 19,990 | |||||||||||||
Share price | $ 5.16 | |||||||||||||
Sale of stock, price per share | $ 5.02 | |||||||||||||
Third placement shares [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Net proceeds after issuance cost | $ 14,202 | |||||||||||||
Sale of shares of common stock | 3,314,596 | |||||||||||||
Gross proceeds from sale of stock | $ 14,590 | |||||||||||||
Share price | $ 4.40 | |||||||||||||
Sale of stock, price per share | $ 4.28 | |||||||||||||
Roth Sales Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Net proceeds after issuance cost | $ 12,742 | |||||||||||||
Sale of shares of common stock | 2,144,498 | |||||||||||||
Gross proceeds from sale of stock | $ 13,130 | |||||||||||||
Share price | $ 6.12 | |||||||||||||
Sale of stock, price per share | $ 5.94 | |||||||||||||
Roth Sales Agreement [Member] | Placement Shares [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Net proceeds after issuance cost | $ 48,858 | |||||||||||||
Sale of shares of common stock | 3,212,486 | |||||||||||||
Gross proceeds from sale of stock | $ 49,937 | |||||||||||||
Share price | $ 15.54 | |||||||||||||
Sale of stock, price per share | $ 15.21 | |||||||||||||
First ATM Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Restricted Stock Grant Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of restricted stock under terms, shares | 5,952 | |||||||||||||
Maximum [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Net proceeds after issuance cost | $ 100,000 | |||||||||||||
Maximum [Member] | Roth Sales Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Net proceeds after issuance cost | $ 25,000 | |||||||||||||
Maximum [Member] | First ATM Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Net proceeds after issuance cost | $ 50,000 | |||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 4,400 | |||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 1,700,000 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Outstanding, Beginning | 88,441 | 143,623 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 11.02 | $ 8.99 |
Number of Options, Granted | 260,000 | |
Weighted Average Exercise Price, Granted | $ 12.15 | |
Number of Options, Exercised | (2,218) | (26,116) |
Weighted Average Exercise Price, Exercised | $ 2.10 | $ 2.66 |
Number of Options, Forfeited | (29,113) | (29,066) |
Weighted Average Exercise Price, Forfeited | $ 7.38 | $ 8.53 |
Number of Options, Expired | (26,426) | |
Weighted Average Exercise Price, Expired | $ 19.93 | |
Number of Options, Outstanding, Ending | 290,684 | 88,441 |
Weighted Average Exercise Price, Outstanding, Ending | $ 11.65 | $ 11.02 |
Number of Options, Exercisable at the end | 28,042 | 71,502 |
Weighted Average Exercise Price, Exercisable at the end | $ 7.88 | $ 12.81 |
Weighted Average Exercise Price,Weighted Average Grant Date Fair Value | $ 12.15 |
SCHEDULE OF SHARE-BASED COMPE_2
SCHEDULE OF SHARE-BASED COMPENSATION, SHARES AUTHORIZED UNDER STOCK OPTION PLANS, BY EXERCISE PRICE RANGE (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercisable Prices | $ 7.88 | $ 12.81 | |
Stock Options Outstanding | 290,684 | 88,441 | 143,623 |
Stock Options Exercisable | 28,042 | 71,502 | |
Exercisable Price 1 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercisable Prices | $ 10.50 | ||
Stock Options Outstanding | 9,998 | ||
Stock Options Exercisable | 9,998 | ||
Weighted Average Remaining Contractual Life (years) | 4 months 17 days | ||
Exercisable Price 2 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercisable Prices | $ 8.68 | ||
Stock Options Outstanding | 7,142 | ||
Stock Options Exercisable | 7,142 | ||
Weighted Average Remaining Contractual Life (years) | 1 year 4 months 13 days | ||
Exercisable Price 3 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercisable Prices | $ 7.63 | ||
Stock Options Outstanding | 4,999 | ||
Stock Options Exercisable | 4,999 | ||
Weighted Average Remaining Contractual Life (years) | 1 year 4 months 28 days | ||
Exercisable Price 4 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercisable Prices | $ 2.10 | ||
Stock Options Outstanding | 1,109 | ||
Stock Options Exercisable | 853 | ||
Weighted Average Remaining Contractual Life (years) | 2 years 3 days | ||
Exercisable Price 5 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercisable Prices | $ 3.07 | ||
Stock Options Outstanding | 3,071 | ||
Stock Options Exercisable | 2,475 | ||
Weighted Average Remaining Contractual Life (years) | 2 years 7 months 13 days | ||
Exercisable Price 6 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercisable Prices | $ 2.52 | ||
Stock Options Outstanding | 4,365 | ||
Stock Options Exercisable | 2,575 | ||
Weighted Average Remaining Contractual Life (years) | 2 years 9 months | ||
Exercisable Price 7 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercisable Prices | $ 12.15 | ||
Stock Options Outstanding | 260,000 | ||
Stock Options Exercisable | |||
Weighted Average Remaining Contractual Life (years) | 4 years 3 months 10 days |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Granted | 260,000 | |
Weighted Average Grant Date Value, Granted | $ 12.15 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding, Beginning | ||
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Beginning Balance | ||
Number of Shares, Granted | 1,195,889 | |
Weighted Average Grant Date Value, Granted | $ 5.14 | |
Number of Shares, Vested | (10,000) | |
Weighted Average Grant Date Value, Vested | $ 9.07 | |
Number of Shares, Forfeited | ||
Weighted Average Grant Date Value, Forfeited | ||
Number of Shares, Outstanding, Ending | 1,185,889 | |
Weighted Average Grant Date Value, Outstanding, Ending | $ 5.11 |
STOCK OPTIONS, RESTRICTED STO_3
STOCK OPTIONS, RESTRICTED STOCK UNITS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2015 | Dec. 31, 2019 | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 290,684 | 88,441 | 143,623 | |||
Options exercise price | $ 11.65 | $ 11.02 | $ 8.99 | |||
Share price | $ 3.07 | $ 5.12 | ||||
Issuance of common stock for cashless exercise of options, shares | 2,218 | 26,116 | ||||
Options aggregrate intrinsic value | $ 2 | $ 5 | ||||
Stock based compensation expenses | 2,027 | 84 | ||||
Share-based Payment Arrangement, Noncash Expense | 3,734 | 147 | ||||
Down round feature triggered for warrant | $ 60 | |||||
Net loss per share of common stock | $ (0.99) | $ (1.03) | ||||
Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of common stock for cashless exercise of options, shares | 1,530 | 13,924 | ||||
Warrant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants issued to purchase shares of common stock | 428,572 | |||||
Warrant exercise price | $ 29.05 | |||||
Warrants exercised | 429 | |||||
Warrant expiration | Mar. 9, 2020 | |||||
Net loss per share of common stock | $ 0.01 | |||||
2016 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options exercise price | $ 12.15 | |||||
Number of options granted | 260,000 | |||||
Options vesting period, description | The entire 260,000 options vest on April 8, 2022, the one-year anniversary date of the Solcius acquisition. | |||||
Share price | $ 10.30 | |||||
Volatility rate | 126.00% | |||||
Risk-free interest rate | 1.69% | |||||
Mature and expire period | 5 years | |||||
Minimum [Member] | Warrant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrant exercise price | 1.20 | 29.05 | ||||
Maximum [Member] | Warrant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrant exercise price | $ 0.65 | $ 1.20 | ||||
Share-based Payment Arrangement, Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 290,684 | |||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 5 years | |||||
Share-based Payment Arrangement, Option [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options exercise price | $ 2.10 | |||||
Share-based Payment Arrangement, Option [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options exercise price | $ 12.15 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options vesting period, description | Some RSU’s vest on the one-year anniversary of the date of grant. Other RSU’s vest one-third on the one-year anniversary date of the grant and then monthly over the next 24 months. Other RSU’s vest one-third on each annual anniversary date for the next three years. Another portion of the RSUs are performance based and vest on achieving certain revenue and cash flow and profitability goals measured annually or in some cases for the year 2024. |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | ||
State | 75 | |
Total current expense | 75 | |
Deferred: | ||
Federal | (4,238) | (2,863) |
State | (1,353) | (599) |
Change in valuation allowance | 5,591 | 3,462 |
Total deferred | ||
Income tax provision (benefit) | $ 75 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Warranty, inventory and bad debt reserves | $ 464 | $ 462 |
Other accrued expenses | 228 | |
Other | 28 | 86 |
Property and equipment | 39 | 94 |
Intangible assets | 707 | |
Deferred stock-based compensation | 445 | 84 |
Limitation under 163(j) | 440 | 579 |
Research and development credits | 232 | 248 |
Net operating loss | 12,830 | 8,270 |
Total deferred tax assets | 15,413 | 9,823 |
Valuation allowances | (15,413) | (9,823) |
Net deferred tax assets |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S Federal statutory tax rate | 21.00% | 21.00% |
State tax benefit, net | (1.08%) | |
Research and development credits | ||
Stock-based compensation | (1.59%) | (0.19%) |
Impairment of goodwill | (4.31%) | (5.27%) |
PPP Loan forgiveness | 2.27% | |
Other | (0.07%) | |
Valuation allowance | (16.50%) | (15.54%) |
Effective income tax rate | (0.28%) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | Jan. 02, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards, Limitations on Use | The remaining $11.8 million of federal net operating loss, research tax credit carryforwards and California net operating loss carryforwards will begin to expire in 2029 | ||
Operating loss carryforwards, expiration year | 2029 | ||
Deferred tax assets valuation allowance percent | 100.00% | 100.00% | |
Uncertain tax positions | $ 0 | $ 0 | |
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 36,000 | 48,000 | |
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax Credit Carryforward, Amount | 173 | ||
Foreign Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 46,800 | ||
Foreign Tax Authority [Member] | Research Tax Credit Carryforward [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax Credit Carryforward, Amount | $ 75 |
MAJOR CUSTOMER_SUPPLIERS (Detai
MAJOR CUSTOMER/SUPPLIERS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Accounts receivable | $ 454 | $ 253 |
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Dealers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration credit risk percentage | 56.00% | 26.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration credit risk percentage | 13.00% | |
Accounts receivable | $ 572 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration credit risk percentage | 10.00% | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Two Vendors [Member] | ||
Concentration Risk [Line Items] | ||
Concentration credit risk percentage | 45.10% | 11.60% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Facility [Member] - President [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Rent paid to related party | $ 11 | |
Related party costs | $ 112 | $ 108 |