Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-36868 | ||
Entity Registrant Name | SUNWORKS, INC. | ||
Entity Central Index Key | 0001172631 | ||
Entity Tax Identification Number | 01-0592299 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1555 Freedom Boulevard | ||
Entity Address, City or Town | Provo | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84604 | ||
City Area Code | (385) | ||
Local Phone Number | 497-6955 | ||
Title of 12(b) Security | Common Stock, Par Value $0.001 | ||
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 | $ 51.7 | ||
Entity Common Stock, Shares Outstanding | 35,417,104 | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s definitive Proxy Statement for the 2023 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, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 7,807 | $ 19,719 |
Restricted cash | 248 | 323 |
Accounts receivable, net | 13,873 | 4,568 |
Inventory | 26,401 | 10,219 |
Contract assets | 20,699 | 14,498 |
Other current assets | 5,824 | 4,154 |
Total Current Assets | 74,852 | 53,481 |
Property and equipment, net | 2,154 | 3,195 |
Finance lease right-of-use assets, net | 2,487 | 1,407 |
Operating lease right-of-use assets | 2,779 | 2,502 |
Deposits | 192 | 132 |
Intangible assets, net | 5,290 | 7,910 |
Goodwill | 32,186 | 32,186 |
Total Assets | 119,940 | 100,813 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 24,567 | 11,127 |
Contract liabilities | 24,960 | 12,201 |
Finance lease liability, current portion | 631 | 424 |
Operating lease liability, current portion | 1,098 | 993 |
Total Current Liabilities | 51,256 | 24,745 |
Long-Term Liabilities: | ||
Finance lease liability, net of current portion | 1,470 | 542 |
Operating lease liability, net of current portion | 1,681 | 1,509 |
Warranty liability | 1,596 | 1,251 |
Total Long-Term Liabilities | 4,747 | 3,302 |
Total Liabilities | 56,003 | 28,047 |
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; 35,374,978 and 29,193,772 shares issued and outstanding, at December 31, 2022 and 2021, respectively | 35 | 29 |
Additional paid-in capital | 207,373 | 187,997 |
Accumulated deficit | (143,471) | (115,260) |
Total Shareholders’ Equity | 63,937 | 72,766 |
Total Liabilities and Shareholders’ Equity | $ 119,940 | $ 100,813 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 35,374,978 | 29,193,772 |
Common stock, shares outstanding | 35,374,978 | 29,193,772 |
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, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue, net | $ 161,935 | $ 101,154 |
Cost of Goods Sold | 90,621 | 60,372 |
Gross Profit | 71,314 | 40,782 |
Operating Expenses | ||
Selling and marketing | 59,206 | 32,760 |
General and administrative | 34,122 | 24,826 |
Goodwill impairment | 5,464 | |
Stock-based compensation | 2,396 | 3,734 |
Depreciation and amortization | 3,799 | 3,222 |
Total Operating Expense | 99,523 | 70,006 |
Operating Loss | (28,209) | (29,224) |
Other Income (Expense) | ||
Other income, net | 16 | 2,894 |
Interest expense | (172) | (381) |
Gain on disposal of property and equipment | 248 | 86 |
Total Other Income, net | 92 | 2,599 |
Loss Before Income Taxes | (28,117) | (26,625) |
Income Tax Expense | 94 | |
Net Loss | $ (28,211) | $ (26,625) |
Net Loss per common share, basic and diluted | $ (0.86) | $ (0.99) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||
Basic and diluted | 32,830,421 | 26,947,023 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 24 | $ 122,668 | $ (88,635) | $ 34,057 |
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, net, shares | 5,356,984 | |||
Stock-based compensation | 3,734 | 3,734 | ||
Net loss | (26,625) | (26,625) | ||
Balance at Dec. 31, 2021 | $ 29 | 187,997 | (115,260) | $ 72,766 |
Balance, shares at Dec. 31, 2021 | 29,193,772 | |||
Issuance of common stock for cashless exercise of options, shares | ||||
Sales of common stock pursuant to S-3 registration statement, net | $ 6 | 17,098 | $ 17,104 | |
Sales of common stock pursuant to S-3 registration statement, net, shares | 5,754,161 | |||
Stock-based compensation | 2,396 | 2,396 | ||
Net loss | (28,211) | (28,211) | ||
Issuance of common stock under terms of restricted stock grants | ||||
Issuance of common stock under terms of restricted stock grants, shares | 477,069 | |||
Tax withholdings related to net share settlements of equity awards | (118) | (118) | ||
Tax withholdings related to net share settlements of equity awards, shares | (50,024) | |||
Balance at Dec. 31, 2022 | $ 35 | $ 207,373 | $ (143,471) | $ 63,937 |
Balance, shares at Dec. 31, 2022 | 35,374,978 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (28,211) | $ (26,625) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 4,823 | 5,877 |
Amortization of right-of-use asset | 1,107 | 1,066 |
Gain on sale of equipment | (248) | (86) |
Paycheck Protection Program loan forgiveness | (2,881) | |
Stock-based compensation | 2,396 | 3,734 |
Goodwill impairment | 5,464 | |
Bad debt expense | 473 | 454 |
Changes in Operating Assets and Liabilities, net of acquisition: | ||
Accounts receivable | (9,778) | (403) |
Inventory | (16,258) | (5,207) |
Deposits and other current assets | (1,730) | (2,408) |
Contract assets | (6,201) | (4,765) |
Accounts payable and accrued liabilities | 13,440 | (3,152) |
Contract liabilities | 12,759 | 668 |
Warranty liability | 345 | 120 |
Operating lease liability | (1,107) | (1,066) |
NET CASH USED IN OPERATING ACTIVITIES | (28,190) | (29,210) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of Solcius LLC, net of cash acquired | (50,619) | |
Purchase of property and equipment | (629) | (805) |
Proceeds from sale of property and equipment | 316 | 99 |
NET CASH USED IN INVESTING ACTIVITIES | (313) | (51,325) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on finance lease liabilities | (470) | (362) |
Proceeds from sales of common stock, net | 17,104 | 61,600 |
Payments for taxes related to net share settlement of equity awards | (118) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 16,516 | 61,238 |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (11,987) | (19,297) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR | 20,042 | 39,339 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR | 8,055 | 20,042 |
Cash and cash equivalents | 7,807 | 19,719 |
Restricted cash | 248 | 323 |
CASH PAID FOR: | ||
Interest | 89 | 57 |
Franchise and corporate excise taxes | 174 | 42 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Increase in operating right-of-use assets and liabilities due to lease modification | 132 | |
Right-of-use assets obtained in exchange for new operating lease liability | 1,384 | 1,056 |
Right-of-use assets obtained in exchange for new finance lease liability | $ 1,668 | $ 492 |
ORGANIZATION AND LINE OF BUSINE
ORGANIZATION AND LINE OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
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”) provides photovoltaic (“PV”) and battery-based power and storage systems for the residential and commercial markets. Commercial projects include commercial, agricultural, industrial and public works projects. We operate in several residential and commercial markets including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, Massachusetts, Rhode Island, New York, Pennsylvania, New Jersey and South Carolina. Through our operating subsidiaries, we design, arrange financing, integrate, install, and manage systems ranging in size from 2kW (kilowatt) for residential projects to multi-MW (megawatt) systems for larger commercial and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions. On April 8, 2021, Sunworks, Inc., through its operating subsidiary Sunworks United (the “Buyer”), acquired all of the issued and outstanding membership interests (the “Solcius Acquisition”) of Solcius, from Solcius Holdings, LLC (“Seller”). Located in Provo, Utah, Solcius is a full-service, residential solar systems provider. The Company believes the Solcius Acquisition enhances economies of scale, leading to better access to suppliers, vendors and financial partners, as well as marketing and customer acquisition opportunities. The Solcius Acquisition was consummated on April 8, 2021, pursuant to a Membership Interest Purchase Agreement, dated as of April 8, 2021 (the “Purchase Agreement”), by and between Buyer and Seller. The purchase price for Solcius consisted of $ 51,750 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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. Liquidity The accompanying consolidated financial statements contemplate the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has historically incurred significant operating losses. During 2022 we raised $ 17,104 19,400 75,000 We believe that the aggregate of our existing cash and cash equivalents is sufficient to meet our operating cash requirements and strategic objectives for growth for at least the next year. To satisfy our capital requirements, including acquisitions and ongoing future operations, we may seek to raise additional financing, including access to our Sales Agreement (as defined in Note 12) or through debt offerings. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill and intangibles, for possible impairments and estimations of long-lived assets, revenue recognition on construction contracts recognized over time, 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. Change in Accounting Estimate In July 2022, we completed an assessment of the contract fulfillment costs that give rise to an asset for residential contracts. We determined that additional specifically identifiable costs related directly to residential contracts can be capitalized, in accordance with Accounting Standards Codification (“ASC”) Section 340-40. The additional capitalized costs of approximately $ 3,458 Reclassifications Certain prior year amounts have been reclassified to conform to the current presentation. The reclassifications impact historical cost of goods sold, depreciation, amortization and general and administrative expenses. For the year ended December 31, 2021, $ 655 2,000 1,210 Segment Reporting We currently operate in three segments based upon our organizational structure and the way in which our operations are managed and evaluated. Our largest segment is Residential Solar which are projects smaller in size and shorter in duration. Our second operating segment is Commercial Solar Energy which includes projects that are commonly larger in size and longer in duration serving commercial, industrial, agricultural and public works customers. Our third segment is Corporate, which is responsible for general company oversight and management. Disaggregating the corporate costs from the residential and commercial operations simplifies the performance evaluation of the Residential Solar and Commercial Solar Energy segments. 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. Revenue from systems operations and maintenance were not significant or material in either 2022 or 2021. 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, 2022 and 2021 as well as the number of projects that comprise such changes. For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $100, calculated on a quarterly basis during the periods, 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 Year Ended (In thousands, except number of projects) December 31, 2022 December 31, 2021 Increase in revenue from net changes in transaction prices $ 492 $ 286 Increase (decrease) in revenue from net changes in input cost estimates (381 ) 815 Net increase (decrease) in revenue from net changes in estimates $ 111 $ 1,101 Number of projects 4 9 Net change in estimate as a percentage of aggregate revenue for associated projects 1.3 % 8.3 % Contract Assets and Liabilities Contract assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain contractual milestones are met; (ii) direct costs, including 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, 2022 December 31, 2021 Contract Assets $ 20,699 $ 14,498 Contract Liabilities 24,960 12,201 During the year ended December 31, 2022, the Company recognized revenue of $ 9,045 4,511 The following table represents the average percentage of completion as of December 31, 2022 for EPC projects that the Company is constructing. The Company expects to recognize $ 32,363 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 2023 - 2024 48.2 % 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 $ 455 309 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 $ 935 454 473 454 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, 2022 and 2021, the cash balance in excess of the FDIC limits was $ 7,735 19,631 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 $ 227 312 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. The Company also 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 1,596 1,251 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, 2022 and 2021 were $ 1,527 864 Stock-Based Compensation The Company periodically issues stock options and restricted stock units (“RSU”) to employees and non-employees. The Company accounts for stock option and RSU grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and RSU grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. Basic and Diluted Net (Loss) per Share Calculations (Loss) per Share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options and unvested RSUs 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, 2022 and 2021. As of December 31, 2022, the potentially dilutive securities were excluded from the computations of weighted average shares outstanding including 211,720 999,858 As of December 31, 2021, the potentially dilutive securities were excluded from the computations of weighted average shares outstanding including 290,684 1,185,889 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 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, 2022, 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. New Accounting Pronouncements Management reviewed currently issued pronouncements during the year ended December 31, 2022, 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, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | 3. BUSINESS ACQUISITION On April 8, 2021, pursuant to the Purchase Agreement, the Company, through its operating subsidiary Sunworks United Inc. acquired all of the issued and outstanding membership interests of Solcius from the Seller. Located in Provo, Utah, Solcius is a full-service residential solar systems provider. The purchase price for Solcius consisted of $ 51,750 Purchase Price Allocation Under the purchase method of accounting, the transaction was valued for accounting purposes at $ 52,111 15,600 SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED (in thousands) Base purchase price $ 51,750 Working capital shortfall (1,131 ) Cash surplus 1,492 Total purchase price paid $ 52,111 Cash $ 1,492 Accounts receivable 1,729 Inventory 3,833 Contract assets 7,336 Prepaids and other current assets 1,603 Property and equipment 143 Deposits 91 Operating lease right-of-use asset 1,885 Finance lease right-of-use assets 1,200 Other intangible assets 15,600 Identifiable assets acquired 34,912 Accounts payable and accrued liabilities (6,957 ) Contract liabilities (5,273 ) Operating and finance lease liabilities (2,757 ) Liabilities assumed (14,987 ) Net identifiable assets acquired 19,925 Goodwill 32,186 Net assets acquired $ 52,111 During the year ended December 31, 2021, we recorded total transaction costs related to the Acquisition of $ 774 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, 2022 December 31, 2021 Year ended December 31, 2022 December 31, 2021 Revenue, net $ 161,935 $ 127,304 Net Loss $ (25,956 ) $ (20,304 ) |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 4. REVENUE FROM CONTRACTS WITH CUSTOMERS The following table represents a disaggregation of revenue by customer type from contracts with customers for the years ended December 31, 2022 and 2021: SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 Year Ended December 31, 2022 2021 Residential $ 142,093 $ 77,861 Commercial 11,464 17,125 Public Works 8,378 6,168 Total $ 161,935 $ 101,154 |
OPERATING SEGMENTS
OPERATING SEGMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENTS | 5. OPERATING SEGMENTS Beginning in 2022, the Company assessed its operating segment disclosure based on ASC 280, Segment Reporting guidance. As a result, the following segments were established: Residential Solar, Commercial Solar Energy, and Corporate. Residential Solar Through our Solcius operating subsidiary, we design, arrange financing, integrate, install, and manage systems, primarily for residential homeowners. We sell residential solar systems through multiple channels, through our network of sales channel partners as well as a growing direct sales channel strategy. We operate in several residential markets including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, and South Carolina. We have direct sales and/or operations personnel in California, Nevada, Utah, Arizona, New Mexico, Texas, Colorado, South Carolina, Wisconsin and Minnesota. Commercial Solar Through our CSE subsidiary, we design, arrange financing, integrate, install, and manage systems ranging in size from 50kW (kilowatt) to multi-MW (megawatt) systems primarily for larger commercial and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions. Historically, the CSE subsidiary participated in the California Residential solar market. Following the Solcius Acquisition, all new residential sales are managed under the Solcius brand. Due to materiality, the Company will continue to report the remaining backlog of residential projects from CSE in the Commercial Solar Energy segment, which is expected to be fulfilled within the next year. CSE primarily operates in California. Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the years ended December 31, 2022 and 2021. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT Residential Solar Commercial Solar Corporate Total Year Ended December 31, 2022 Residential Solar Commercial Solar Corporate Total Net revenue $ 139,967 $ 21,968 $ - $ 161,935 Cost of goods sold 71,113 19,508 - 90,621 Gross profit 68,854 2,460 - 71,314 Operating expenses Selling and marketing 55,048 3,206 952 59,206 General and administrative 19,562 7,409 7,151 34,122 Segment loss (5,756 ) (8,155 ) (8,103 ) (22,014 ) Stock-based compensation 759 132 1,505 2,396 Depreciation and amortization 3,799 - - 3,799 Operating loss $ (10,314 ) $ (8,287 ) $ (9,608 ) $ (28,209 ) Residential Solar Commercial Solar Corporate Total Year Ended December 31, 2021 Residential Solar Commercial Solar Corporate Total Net revenue $ 72,278 $ 28,876 $ - $ 101,154 Cost of goods sold 36,028 24,344 - 60,372 Gross profit 36,250 4,532 - 40,782 Operating expenses Selling and marketing 28,489 4,000 271 32,760 General and administrative 11,291 5,031 8,503 24,825 Segment loss (3,530 ) (4,499 ) (8,774 ) (16,803 ) Goodwill impairment - 5,464 - 5,464 Stock-based compensation 2,725 3 1,006 3,734 Depreciation and amortization 3,148 75 - 3,223 Operating loss $ (9,403 ) $ (10,041 ) $ (9,780 ) $ (29,224 ) Assets by operating segment are as follows: December 31, 2022 Operating Segment: Residential Solar $ 90,113 Commercial Solar 21,772 Corporate 8,055 Total Consolidated Assets $ 119,940 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 6. PROPERTY AND EQUIPMENT, NET Property and equipment is summarized as follows at December 31, 2022 and 2021: SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 Leasehold improvements $ 463 $ 442 Vehicles & trailers 775 723 Machinery & equipment 847 778 Office equipment & furniture 579 439 Computers & software 3,810 3,552 Property and equipment gross 6,474 5,934 Less accumulated depreciation (4,320 ) (2,739 ) Property and equipment net $ 2,154 $ 3,195 |
RIGHT-OF-USE OPERATING LEASES
RIGHT-OF-USE OPERATING LEASES | 12 Months Ended |
Dec. 31, 2022 | |
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 5 The Company’s operating lease expense for the years ended December 31, 2022 and 2021 amounted to $ 1,597 1,452 1,597 1,452 1,107 1,597 Supplemental balance sheet information related to leases is as follows: SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION 2022 2021 Year Ended December 31, (in thousands) 2022 2021 Operating lease right-of-use assets $ 2,779 $ 2,502 Operating lease liabilities—short term 1,098 993 Operating lease liabilities—long term 1,681 1,509 Total operating lease liabilities $ 2,779 $ 2,502 As of December 31, 2022, the weighted average remaining lease term was 3.4 4.5 Minimum payments for the operating leases are as follows: SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES Operating Leases (in thousands) 2023 $ 1,143 2024 686 2025 582 2026 527 2027 43 Total lease payments $ 2,981 Less: imputed interest 202 Total $ 2,779 |
RIGHT-OF-USE FINANCE LEASES
RIGHT-OF-USE FINANCE LEASES | 12 Months Ended |
Dec. 31, 2022 | |
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 4 Supplemental balance sheet information related to finance leases is as follows: SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION 2022 2021 Year Ended December 31, (in thousands) 2022 2021 Finance lease right-of-use asset cost $ 3,543 $ 1,868 Finance lease right-of-use accumulated amortization (1,056 ) (461 ) Finance lease right of use asset, net 2,487 1,407 Finance lease obligation—short term 631 424 Finance lease obligation—long term 1,470 542 Total finance lease obligation $ 2,101 $ 966 As of December 31, 2022, the weighted average remaining lease term was 2.5 6.7 Minimum finance lease payments for the remaining lease terms are as follows: SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES December 31, 2022 (in thousands) 2023 $ 749 2024 618 2025 583 2026 384 2027 10 Total lease payments $ 2,344 Less: imputed interest 243 Total $ 2,101 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 9. INTANGIBLE ASSETS, NET The Company’s intangible assets at December 31, 2022 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization Cost Accumulated amortization Net carrying value Trademarks 10 Years $ 5,200 $ (910 ) $ 4,290 Backlog of projects 9 2,000 (2,000 ) - Covenant not-to-compete 3 Years 2,400 (1,400 ) 1,000 Software (included in property and equipment) 3 Years 3,400 (1,983 ) 1,417 Dealer relationships 18 2,600 (2,600 ) - $ 15,600 $ (8,893 ) $ 6,707 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 years ended December 31, 2022 and 2021 is as follows: SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS 2022 2021 Year Ended December 31, (in thousands) 2022 2021 Trademarks $ 520 $ 390 Backlog of projects - 2,000 Covenant not-to-compete 800 600 Software 1,133 850 Dealer relationships 1,300 1,300 Amortization expenses for intangible assets $ 3,753 $ 5,140 Estimated future amortization expense for the Company’s intangible assets as of December 31, 2022 is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Years ending December 31, 2023 $ 2,453 2024 $ 1,004 2025 $ 520 2026 $ 520 2027 $ 520 Thereafter $ 1,690 Depreciation and amortization expense on property and equipment and intangible assets for the years ended December 31, 2022 and 2021 was $ 4,823 5,877 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at December 31, 2022 and 2021 are as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2022 2021 Trade payables $ 15,721 $ 3,929 Accrued payroll, bonuses and benefits 4,997 3,132 Accrued expenses and dealer commissions 3,849 4,066 Total $ 24,567 $ 11,127 |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE | 11. 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, 2022 | |
Equity [Abstract] | |
CAPITAL STOCK | 12. 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 At The Market Offerings On January 27, 2021 the Company filed a Registration Statement on Form S-3 (File No. 333-252475) (the “2021 Registration Statement”) which was declared effective by the Securities and Exchange Commission (“SEC”) on February 3, 2021 and which allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $ 100,000 On February 10, 2021, the Company entered into a Sales Agreement (the “Roth Sales Agreement”) with Roth Capital Partners, LLC (the “Agent RCP”), pursuant to which the Company could offer and sell from time to time, through the Agent RCP, shares of the Company’s common stock, (the “2021 Placement Shares”), registered under the Securities Act, pursuant to the 2021 Registration Statement. On October 21, 2021, the Company filed a prospectus supplement with the SEC, (the “2021 Prospectus Supplement”) pursuant to which the Company could offer and sell from time to time, through the Agent RCP, up to $ 25,000 On June 8, 2022, the Company entered into a Sales Agreement (the “Roth/Northland Sales Agreement”) with Roth Capital Partners, LLC and Northland Securities, Inc. (each an “Agent” and collectively, the “Agents”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $ 26,800 The June 2022 Placement Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registration Statement on Form S-3 (File No. 333-252475) (the “2021 Registration Statement”), which was originally filed with the SEC on January 27, 2021 and declared effective by the SEC on February 3, 2021, the base prospectus contained within the 2021 Registration Statement, and the 2022 Prospectus Supplement. The June 2022 Placement Shares may be sold by the Company in “at the market offerings,” as defined in Rule 415 promulgated under the Securities Act, through the Agents. On June 1, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-265336) (the “2022 Registration Statement”) with the SEC. The 2022 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $ 75,000 2022 At The Market Offerings During 2022, 5,754,161 17,521 3.04 17,104 2.97 2021 At The Market Offerings In 2021, 5,356,984 63,067 11.77 61,600 11.49 |
STOCK _ BASED COMPENSATION
STOCK – BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK – BASED COMPENSATION | 13. STOCK – BASED COMPENSATION Options As of December 31, 2022, the Company has incentive stock options and non-qualified stock options outstanding to purchase 211,720 five years 2.52 12.15 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: SUMMARY OF STOCK OPTIONS ACTIVITY 2022 2021 Weighted Weighted Number Average Number Average of Exercise of Exercise Options Price Options Price Outstanding, beginning January 1 290,684 $ 11.65 88,441 $ 11.02 Granted - - 260,000 12.15 Exercised - - (2,218 ) 2.10 Forfeited (73,251 ) 11.73 (29,113 ) 7.38 Expired (5,713 ) 10.50 (26,426 ) 19.93 Outstanding, and expected to vest as of December 31 211,720 $ 11.66 290,684 $ 11.65 Exercisable at the end of December 31 211,720 $ 11.66 28,042 $ 7.88 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, 2022: SUMMARY OF SHARES AUTHORIZED UNDER STOCK OPTION PLANS, BY EXERCISE PRICE RANGE Weighted Average Remaining Exercisable Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 8.68 7,142 7,142 0 .37 $ 7.63 2,142 2,142 0 .41 $ 3.07 3,071 3,071 1.62 $ 2.52 4,365 4,365 1.75 $ 12.15 195,000 195,000 3.28 211,720 211,720 Aggregate intrinsic value of options outstanding and exercisable at December 31, 2022 and 2021 was $ 0 and $ 2 , respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $ 1.58 and $ 3.07 as of December 31, 2022 and 2021, respectively, and the exercise price multiplied by the number of options outstanding. The Company recorded stock-based compensation for stock options of $ 674 2,027 Restricted Stock Units The following table summarizes the Company’s restricted stock unit activity during the year ended December 31, 2022 and 2021: A summary of the Company’s restricted stock unit activity and related information follows: SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY 2022 2021 Number Weighted Average Grant Date Number Weighted Average Grant Date of Value per of Value per Shares Share Shares Share Unvested, beginning January1 1,185,889 $ 5.11 - $ - Granted 337,972 2.39 1,195,889 5.14 Vested (467,069 ) 7.04 (10,000 ) 9.07 Forfeited (56,934 ) 3.35 - - Unvested at the end of December 31, 999,858 3.54 1,185,889 5.11 RSUs granted during the year ended December 31, 2022 vest in a variety of ways. Some RSUs vest on the one-year anniversary of the date of grant. Other RSUs vest one-third on the one-year anniversary date of the grant and then monthly over the next 24 months. Other RSUs 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 expense recognized in the consolidated statements of operations during the years ended December 31, 2022 and 2021 was $ 2,396 3,734 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 14. 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, 2022 and 2021. 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 2022 consolidated financial statements, since the potential tax benefit is offset by a valuation allowance of the same amount. The Company’s income tax provision consists of the following for the years ended December 31, 2022 and 2021: SCHEDULE OF INCOME TAX PROVISION December 31, 2022 December 31, 2021 Current: Federal $ - $ - State 94 75 Total current expense $ 94 $ 75 Deferred: Federal $ (5,350 ) $ (4,238 ) State (1,461 ) (1,353 ) Change in valuation allowance 6,811 5,591 Total deferred $ - $ - Income tax provision $ 94 $ 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, 2022 December 31, 2021 Deferred tax assets: Warranty, inventory and bad debt reserves $ 650 $ 464 Other accrued expenses 660 228 Other 30 28 Property and equipment 177 39 Intangible assets 439 707 Deferred stock-based compensation 421 445 Limitation under 163(j) 476 440 Research and development credits 173 232 Net operating loss 19,199 12,830 Total deferred tax assets 22,225 15,413 Valuation allowances (22,225 ) (15,413 ) 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 2022 2021 U.S Federal statutory tax rate 21.00 % 21.00 % State tax benefit, net -1.27 % -1.08 % Research and development credits - % - % Stock-based compensation -1.85 % -1.59 % Impairment of goodwill - % -4.31 % PPP Loan forgiveness - % 2.27 % Other -0.01 % -0.07 % Valuation allowance -18.21 % -16.50 % Effective income tax rate -0.34 % -0.28 % At December 31, 2022, the Company had federal and state net operating loss carryforwards of approximately $ 73,000 and $ 62,200 , respectively. In addition, the Company has federal research and development tax credit carryforwards of approximately $ 173 61,100 can be carried forward indefinitely. The remaining $11,800 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% The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, Income Taxes no |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 15. 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 significant-negative impact on the Company’s financial position. |
MAJOR CUSTOMER_SUPPLIERS
MAJOR CUSTOMER/SUPPLIERS | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMER/SUPPLIERS | 16. MAJOR CUSTOMER/SUPPLIERS The Company utilizes a network of authorized dealers to source sales for its residential operations. For the year ended December 31, 2022, the three largest authorized dealers were responsible for approximately 54% 56% For the years ended December 31, 2022 and 2021 the Company had no projects that represented more than 10% of revenue. As of December 31, 2022 the Company had a receivable balance from one customer for approximately $ 3,399 24% 572 13% For the year ended December 31, 2022 we had two vendors that combined accounted for 47% 45% |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS Subsequent to December 31, 2022 through March 10, 2023, 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, 2022 | |
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. Liquidity The accompanying consolidated financial statements contemplate the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has historically incurred significant operating losses. During 2022 we raised $ 17,104 19,400 75,000 We believe that the aggregate of our existing cash and cash equivalents is sufficient to meet our operating cash requirements and strategic objectives for growth for at least the next year. To satisfy our capital requirements, including acquisitions and ongoing future operations, we may seek to raise additional financing, including access to our Sales Agreement (as defined in Note 12) or through debt offerings. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill and intangibles, for possible impairments and estimations of long-lived assets, revenue recognition on construction contracts recognized over time, 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. |
Change in Accounting Estimate | Change in Accounting Estimate In July 2022, we completed an assessment of the contract fulfillment costs that give rise to an asset for residential contracts. We determined that additional specifically identifiable costs related directly to residential contracts can be capitalized, in accordance with Accounting Standards Codification (“ASC”) Section 340-40. The additional capitalized costs of approximately $ 3,458 |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current presentation. The reclassifications impact historical cost of goods sold, depreciation, amortization and general and administrative expenses. For the year ended December 31, 2021, $ 655 2,000 1,210 |
Segment Reporting | Segment Reporting We currently operate in three segments based upon our organizational structure and the way in which our operations are managed and evaluated. Our largest segment is Residential Solar which are projects smaller in size and shorter in duration. Our second operating segment is Commercial Solar Energy which includes projects that are commonly larger in size and longer in duration serving commercial, industrial, agricultural and public works customers. Our third segment is Corporate, which is responsible for general company oversight and management. Disaggregating the corporate costs from the residential and commercial operations simplifies the performance evaluation of the Residential Solar and Commercial Solar Energy segments. |
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. Revenue from systems operations and maintenance were not significant or material in either 2022 or 2021. 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, 2022 and 2021 as well as the number of projects that comprise such changes. For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $100, calculated on a quarterly basis during the periods, 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 Year Ended (In thousands, except number of projects) December 31, 2022 December 31, 2021 Increase in revenue from net changes in transaction prices $ 492 $ 286 Increase (decrease) in revenue from net changes in input cost estimates (381 ) 815 Net increase (decrease) in revenue from net changes in estimates $ 111 $ 1,101 Number of projects 4 9 Net change in estimate as a percentage of aggregate revenue for associated projects 1.3 % 8.3 % |
Contract Assets and Liabilities | Contract Assets and Liabilities Contract assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain contractual milestones are met; (ii) direct costs, including 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, 2022 December 31, 2021 Contract Assets $ 20,699 $ 14,498 Contract Liabilities 24,960 12,201 During the year ended December 31, 2022, the Company recognized revenue of $ 9,045 4,511 The following table represents the average percentage of completion as of December 31, 2022 for EPC projects that the Company is constructing. The Company expects to recognize $ 32,363 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 2023 - 2024 48.2 % |
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 $ 455 309 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 $ 935 454 473 454 |
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, 2022 and 2021, the cash balance in excess of the FDIC limits was $ 7,735 19,631 |
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 $ 227 312 |
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. The Company also 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 1,596 1,251 |
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, 2022 and 2021 were $ 1,527 864 |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and restricted stock units (“RSU”) to employees and non-employees. The Company accounts for stock option and RSU grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and RSU grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. |
Basic and Diluted Net (Loss) per Share Calculations | Basic and Diluted Net (Loss) per Share Calculations (Loss) per Share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options and unvested RSUs 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, 2022 and 2021. As of December 31, 2022, the potentially dilutive securities were excluded from the computations of weighted average shares outstanding including 211,720 999,858 As of December 31, 2021, the potentially dilutive securities were excluded from the computations of weighted average shares outstanding including 290,684 1,185,889 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 |
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, 2022, 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. |
New Accounting Pronouncements | New Accounting Pronouncements Management reviewed currently issued pronouncements during the year ended December 31, 2022, 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, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE | SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE Year Ended (In thousands, except number of projects) December 31, 2022 December 31, 2021 Increase in revenue from net changes in transaction prices $ 492 $ 286 Increase (decrease) in revenue from net changes in input cost estimates (381 ) 815 Net increase (decrease) in revenue from net changes in estimates $ 111 $ 1,101 Number of projects 4 9 Net change in estimate as a percentage of aggregate revenue for associated projects 1.3 % 8.3 % |
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES | SCHEDULE OF CONTRACT ASSETS AND LIABILITIES As of (In thousands) December 31, 2022 December 31, 2021 Contract Assets $ 20,699 $ 14,498 Contract Liabilities 24,960 12,201 |
SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS | SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS Project Revenue Category Expected Years Revenue Recognition Will Be Completed Average Percentage of Revenue Recognized Various Projects EPC services 2023 - 2024 48.2 % |
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, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED | SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED (in thousands) Base purchase price $ 51,750 Working capital shortfall (1,131 ) Cash surplus 1,492 Total purchase price paid $ 52,111 Cash $ 1,492 Accounts receivable 1,729 Inventory 3,833 Contract assets 7,336 Prepaids and other current assets 1,603 Property and equipment 143 Deposits 91 Operating lease right-of-use asset 1,885 Finance lease right-of-use assets 1,200 Other intangible assets 15,600 Identifiable assets acquired 34,912 Accounts payable and accrued liabilities (6,957 ) Contract liabilities (5,273 ) Operating and finance lease liabilities (2,757 ) Liabilities assumed (14,987 ) Net identifiable assets acquired 19,925 Goodwill 32,186 Net assets acquired $ 52,111 |
SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS | SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS December 31, 2022 December 31, 2021 Year ended December 31, 2022 December 31, 2021 Revenue, net $ 161,935 $ 127,304 Net Loss $ (25,956 ) $ (20,304 ) |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table represents a disaggregation of revenue by customer type from contracts with customers for the years ended December 31, 2022 and 2021: SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 Year Ended December 31, 2022 2021 Residential $ 142,093 $ 77,861 Commercial 11,464 17,125 Public Works 8,378 6,168 Total $ 161,935 $ 101,154 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT | Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the years ended December 31, 2022 and 2021. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT Residential Solar Commercial Solar Corporate Total Year Ended December 31, 2022 Residential Solar Commercial Solar Corporate Total Net revenue $ 139,967 $ 21,968 $ - $ 161,935 Cost of goods sold 71,113 19,508 - 90,621 Gross profit 68,854 2,460 - 71,314 Operating expenses Selling and marketing 55,048 3,206 952 59,206 General and administrative 19,562 7,409 7,151 34,122 Segment loss (5,756 ) (8,155 ) (8,103 ) (22,014 ) Stock-based compensation 759 132 1,505 2,396 Depreciation and amortization 3,799 - - 3,799 Operating loss $ (10,314 ) $ (8,287 ) $ (9,608 ) $ (28,209 ) Residential Solar Commercial Solar Corporate Total Year Ended December 31, 2021 Residential Solar Commercial Solar Corporate Total Net revenue $ 72,278 $ 28,876 $ - $ 101,154 Cost of goods sold 36,028 24,344 - 60,372 Gross profit 36,250 4,532 - 40,782 Operating expenses Selling and marketing 28,489 4,000 271 32,760 General and administrative 11,291 5,031 8,503 24,825 Segment loss (3,530 ) (4,499 ) (8,774 ) (16,803 ) Goodwill impairment - 5,464 - 5,464 Stock-based compensation 2,725 3 1,006 3,734 Depreciation and amortization 3,148 75 - 3,223 Operating loss $ (9,403 ) $ (10,041 ) $ (9,780 ) $ (29,224 ) Assets by operating segment are as follows: December 31, 2022 Operating Segment: Residential Solar $ 90,113 Commercial Solar 21,772 Corporate 8,055 Total Consolidated Assets $ 119,940 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment is summarized as follows at December 31, 2022 and 2021: SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 Leasehold improvements $ 463 $ 442 Vehicles & trailers 775 723 Machinery & equipment 847 778 Office equipment & furniture 579 439 Computers & software 3,810 3,552 Property and equipment gross 6,474 5,934 Less accumulated depreciation (4,320 ) (2,739 ) Property and equipment net $ 2,154 $ 3,195 |
RIGHT-OF-USE OPERATING LEASES (
RIGHT-OF-USE OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Right-of-use Operating Leases | |
SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION | Supplemental balance sheet information related to leases is as follows: SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION 2022 2021 Year Ended December 31, (in thousands) 2022 2021 Operating lease right-of-use assets $ 2,779 $ 2,502 Operating lease liabilities—short term 1,098 993 Operating lease liabilities—long term 1,681 1,509 Total operating lease liabilities $ 2,779 $ 2,502 |
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) 2023 $ 1,143 2024 686 2025 582 2026 527 2027 43 Total lease payments $ 2,981 Less: imputed interest 202 Total $ 2,779 |
RIGHT-OF-USE FINANCE LEASES (Ta
RIGHT-OF-USE FINANCE LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Right-of-use Finance Leases | |
SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION | Supplemental balance sheet information related to finance leases is as follows: SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION 2022 2021 Year Ended December 31, (in thousands) 2022 2021 Finance lease right-of-use asset cost $ 3,543 $ 1,868 Finance lease right-of-use accumulated amortization (1,056 ) (461 ) Finance lease right of use asset, net 2,487 1,407 Finance lease obligation—short term 631 424 Finance lease obligation—long term 1,470 542 Total finance lease obligation $ 2,101 $ 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, 2022 (in thousands) 2023 $ 749 2024 618 2025 583 2026 384 2027 10 Total lease payments $ 2,344 Less: imputed interest 243 Total $ 2,101 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The Company’s intangible assets at December 31, 2022 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization Cost Accumulated amortization Net carrying value Trademarks 10 Years $ 5,200 $ (910 ) $ 4,290 Backlog of projects 9 2,000 (2,000 ) - Covenant not-to-compete 3 Years 2,400 (1,400 ) 1,000 Software (included in property and equipment) 3 Years 3,400 (1,983 ) 1,417 Dealer relationships 18 2,600 (2,600 ) - $ 15,600 $ (8,893 ) $ 6,707 |
SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS | Amortization expenses for intangible assets for the years ended December 31, 2022 and 2021 is as follows: SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS 2022 2021 Year Ended December 31, (in thousands) 2022 2021 Trademarks $ 520 $ 390 Backlog of projects - 2,000 Covenant not-to-compete 800 600 Software 1,133 850 Dealer relationships 1,300 1,300 Amortization expenses for intangible assets $ 3,753 $ 5,140 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS | Estimated future amortization expense for the Company’s intangible assets as of December 31, 2022 is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Years ending December 31, 2023 $ 2,453 2024 $ 1,004 2025 $ 520 2026 $ 520 2027 $ 520 Thereafter $ 1,690 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Accounts payable and accrued liabilities at December 31, 2022 and 2021 are as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2022 2021 Trade payables $ 15,721 $ 3,929 Accrued payroll, bonuses and benefits 4,997 3,132 Accrued expenses and dealer commissions 3,849 4,066 Total $ 24,567 $ 11,127 |
STOCK _ BASED COMPENSATION (Tab
STOCK – BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTIONS ACTIVITY | A summary of the Company’s stock option activity and related information follows: SUMMARY OF STOCK OPTIONS ACTIVITY 2022 2021 Weighted Weighted Number Average Number Average of Exercise of Exercise Options Price Options Price Outstanding, beginning January 1 290,684 $ 11.65 88,441 $ 11.02 Granted - - 260,000 12.15 Exercised - - (2,218 ) 2.10 Forfeited (73,251 ) 11.73 (29,113 ) 7.38 Expired (5,713 ) 10.50 (26,426 ) 19.93 Outstanding, and expected to vest as of December 31 211,720 $ 11.66 290,684 $ 11.65 Exercisable at the end of December 31 211,720 $ 11.66 28,042 $ 7.88 Weighted average fair value of options granted during period $ - $ 12.15 |
SUMMARY OF 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, 2022: SUMMARY OF SHARES AUTHORIZED UNDER STOCK OPTION PLANS, BY EXERCISE PRICE RANGE Weighted Average Remaining Exercisable Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 8.68 7,142 7,142 0 .37 $ 7.63 2,142 2,142 0 .41 $ 3.07 3,071 3,071 1.62 $ 2.52 4,365 4,365 1.75 $ 12.15 195,000 195,000 3.28 211,720 211,720 |
SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY | A summary of the Company’s restricted stock unit activity and related information follows: SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY 2022 2021 Number Weighted Average Grant Date Number Weighted Average Grant Date of Value per of Value per Shares Share Shares Share Unvested, beginning January1 1,185,889 $ 5.11 - $ - Granted 337,972 2.39 1,195,889 5.14 Vested (467,069 ) 7.04 (10,000 ) 9.07 Forfeited (56,934 ) 3.35 - - Unvested at the end of December 31, 999,858 3.54 1,185,889 5.11 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX PROVISION | The Company’s income tax provision consists of the following for the years ended December 31, 2022 and 2021: SCHEDULE OF INCOME TAX PROVISION December 31, 2022 December 31, 2021 Current: Federal $ - $ - State 94 75 Total current expense $ 94 $ 75 Deferred: Federal $ (5,350 ) $ (4,238 ) State (1,461 ) (1,353 ) Change in valuation allowance 6,811 5,591 Total deferred $ - $ - Income tax provision $ 94 $ 75 |
SCHEDULE OF DEFERRED TAX ASSETS | 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, 2022 December 31, 2021 Deferred tax assets: Warranty, inventory and bad debt reserves $ 650 $ 464 Other accrued expenses 660 228 Other 30 28 Property and equipment 177 39 Intangible assets 439 707 Deferred stock-based compensation 421 445 Limitation under 163(j) 476 440 Research and development credits 173 232 Net operating loss 19,199 12,830 Total deferred tax assets 22,225 15,413 Valuation allowances (22,225 ) (15,413 ) 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 2022 2021 U.S Federal statutory tax rate 21.00 % 21.00 % State tax benefit, net -1.27 % -1.08 % Research and development credits - % - % Stock-based compensation -1.85 % -1.59 % Impairment of goodwill - % -4.31 % PPP Loan forgiveness - % 2.27 % Other -0.01 % -0.07 % Valuation allowance -18.21 % -16.50 % Effective income tax rate -0.34 % -0.28 % |
ORGANIZATION AND LINE OF BUSI_2
ORGANIZATION AND LINE OF BUSINESS (Details Narrative) - Solcius Holdings, LLC [Member] $ in Thousands | Apr. 08, 2021 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Cash payment to acquire business | $ 51,750 |
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, 2022 USD ($) Projects | Dec. 31, 2021 USD ($) Projects | |
Accounting Policies [Abstract] | ||
Increase in revenue from net changes in transaction prices | $ 492 | $ 286 |
Increase (decrease) in revenue from net changes in input cost estimates | (381) | 815 |
Net increase (decrease) in revenue from net changes in estimates | $ 111 | $ 1,101 |
Number of projects | Projects | 4 | 9 |
Net change in estimate as a percentage of aggregate revenue for associated projects | 1.30% | 8.30% |
SCHEDULE OF CONTRACT ASSETS AND
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Contract Assets | $ 20,699 | $ 14,498 |
Contract Liabilities | $ 24,960 | $ 12,201 |
SCHEDULE OF REVENUE RECOGNIZE U
SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Project | Various Projects |
Revenue Category | EPC services |
Expected Year Revenue Recognition Will Be Completed | 2023 - 2024 |
Average Percentage of Revenue Recognized | 48.20% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reclassification [Line Items] | ||
Sale of shares, value | $ 17,104 | |
Remaining available shares, value | 19,400 | |
Net proceeds after issuance cost | 75,000 | |
Professional and contract services expense | 3,458,000 | |
Depreciation | 4,823,000 | $ 5,877,000 |
General and administrative | 34,122,000 | 24,826,000 |
Contract with Customer, Liability, Revenue Recognized | 9,045,000 | |
Revenue recognised | 4,511,000 | |
Revenue from contract with customer transfer of control projects | 32,363,000 | |
Accounts receivable, net | 13,873,000 | 4,568,000 |
Accounts receivable net | 935,000 | 454,000 |
Provision for doubtful accounts | 473,000 | 454,000 |
Cash balance in excess of FDIC limits | 7,735,000 | 19,631,000 |
Inventory allowance, net | $ 227,000 | 312,000 |
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 | $ 1,596,000 | 1,251,000 |
Advertising and marketing expenses | 1,527,000 | 864,000 |
Goodwill, impairment loss | $ 5,464,000 | |
Equity Option [Member] | ||
Reclassification [Line Items] | ||
Potentially dilutive securities | 211,720 | 290,684 |
Unvested Restricted Stock Units [Member] | ||
Reclassification [Line Items] | ||
Potentially dilutive securities | 999,858 | 1,185,889 |
Trade Accounts Receivable [Member] | ||
Reclassification [Line Items] | ||
Accounts receivable, net | $ 455,000 | $ 309,000 |
Previously Reported [Member] | ||
Reclassification [Line Items] | ||
General and administrative | 1,210,000 | |
Previously Reported [Member] | ||
Reclassification [Line Items] | ||
Depreciation | 655,000 | |
Amortization | $ 2,000,000 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED (Details) - USD ($) $ in Thousands | Apr. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 32,186 | $ 32,186 | |
Solcius Holdings, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Base purchase price | $ 51,750 | ||
Working capital shortfall | (1,131) | ||
Cash surplus | 1,492 | ||
Total purchase price paid | 52,111 | ||
Cash | 1,492 | ||
Accounts receivable | 1,729 | ||
Inventory | 3,833 | ||
Contract assets | 7,336 | ||
Prepaids and other current assets | 1,603 | ||
Property and equipment | 143 | ||
Deposits | 91 | ||
Operating lease right-of-use asset | 1,885 | ||
Finance lease right-of-use assets | 1,200 | ||
Other intangible assets | 15,600 | ||
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, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue, net | $ 161,935 | $ 127,304 |
Net Loss | $ (25,956) | $ (20,304) |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Revenue, net | $ 161,935 | $ 101,154 | |
Solcius Holdings, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses | $ 51,750 | ||
Business combination, consideration transferred | 52,111 | ||
Other intangible assets | 15,600 | ||
Business acquisition, transaction costs | 774 | ||
Revenue, net | $ 72,279 | ||
Elimination of transaction expenses | $ 774 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 161,935 | $ 101,154 |
Residential [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 142,093 | 77,861 |
Commercial [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 11,464 | 17,125 |
Public Works [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 8,378 | $ 6,168 |
SCHEDULE OF SEGMENT REPORTING I
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 161,935 | $ 101,154 |
Cost of goods sold | 90,621 | 60,372 |
Gross profit | 71,314 | 40,782 |
Operating expenses | ||
Selling and marketing | 59,206 | 32,760 |
General and administrative | 34,122 | 24,826 |
Stock-based compensation | 2,396 | 3,734 |
Depreciation and amortization | 3,799 | 3,222 |
Operating loss | (28,209) | (29,224) |
Total Consolidated Assets | 119,940 | 100,813 |
Segment Reporting [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 161,935 | 101,154 |
Cost of goods sold | 90,621 | 60,372 |
Gross profit | 71,314 | 40,782 |
Operating expenses | ||
Selling and marketing | 59,206 | 32,760 |
General and administrative | 34,122 | 24,825 |
Segment loss | (22,014) | (16,803) |
Stock-based compensation | 2,396 | 3,734 |
Depreciation and amortization | 3,799 | 3,223 |
Operating loss | (28,209) | (29,224) |
Goodwill impairment | 5,464 | |
Segment Reporting [Member] | Residential Solar [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 139,967 | 72,278 |
Cost of goods sold | 71,113 | 36,028 |
Gross profit | 68,854 | 36,250 |
Operating expenses | ||
Selling and marketing | 55,048 | 28,489 |
General and administrative | 19,562 | 11,291 |
Segment loss | (5,756) | (3,530) |
Stock-based compensation | 759 | 2,725 |
Depreciation and amortization | 3,799 | 3,148 |
Operating loss | (10,314) | (9,403) |
Goodwill impairment | ||
Segment Reporting [Member] | Commercial Solar [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 21,968 | 28,876 |
Cost of goods sold | 19,508 | 24,344 |
Gross profit | 2,460 | 4,532 |
Operating expenses | ||
Selling and marketing | 3,206 | 4,000 |
General and administrative | 7,409 | 5,031 |
Segment loss | (8,155) | (4,499) |
Stock-based compensation | 132 | 3 |
Depreciation and amortization | 75 | |
Operating loss | (8,287) | (10,041) |
Goodwill impairment | 5,464 | |
Segment Reporting [Member] | Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | ||
Cost of goods sold | ||
Gross profit | ||
Operating expenses | ||
Selling and marketing | 952 | 271 |
General and administrative | 7,151 | 8,503 |
Segment loss | (8,103) | (8,774) |
Stock-based compensation | 1,505 | 1,006 |
Depreciation and amortization | ||
Operating loss | (9,608) | (9,780) |
Goodwill impairment | ||
Residential Solar [Member] | ||
Operating expenses | ||
Total Consolidated Assets | 90,113 | |
Commercial Solar [Member] | ||
Operating expenses | ||
Total Consolidated Assets | 21,772 | |
Corporate Segment [Member] | ||
Operating expenses | ||
Total Consolidated Assets | $ 8,055 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 6,474 | $ 5,934 |
Less accumulated depreciation | (4,320) | (2,739) |
Property and equipment net | 2,154 | 3,195 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 463 | 442 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 775 | 723 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 847 | 778 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 579 | 439 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 3,810 | $ 3,552 |
SCHEDULE OF OPERATING LEASES SU
SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Right-of-use Operating Leases | ||
Operating lease right-of-use assets | $ 2,779 | $ 2,502 |
Operating lease liabilities—short term | 1,098 | 993 |
Operating lease liabilities—long term | 1,681 | 1,509 |
Total operating lease liabilities | $ 2,779 | $ 2,502 |
SCHEDULE OF MATURITIES FOR OPER
SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Right-of-use Operating Leases | ||
2023 | $ 1,143 | |
2024 | 686 | |
2025 | 582 | |
2026 | 527 | |
2027 | 43 | |
Total lease payments | 2,981 | |
Less: imputed interest | 202 | |
Total | $ 2,779 | $ 2,502 |
RIGHT-OF-USE OPERATING LEASES_2
RIGHT-OF-USE OPERATING LEASES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease, expense | $ 1,597 | $ 1,452 |
Operating lease, payments | 1,597 | 1,452 |
Operating lease right of use asset amortization expenses | $ 1,107 | |
Operating lease, weighted average remaining lease term | 3 years 4 months 24 days | |
Operating lease, weighted average discount rate, percent | 4.50% | |
Addition to Basic Operating Lease [Member] | ||
Operating lease, expense | $ 1,597 | |
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, 2022 | Dec. 31, 2021 |
Right-of-use Finance Leases | ||
Finance lease right-of-use asset cost | $ 3,543 | $ 1,868 |
Finance lease right-of-use accumulated amortization | (1,056) | (461) |
Finance lease right of use asset, net | 2,487 | 1,407 |
Finance lease obligation—short term | 631 | 424 |
Finance lease obligation—long term | 1,470 | 542 |
Total finance lease obligation | $ 2,101 | $ 966 |
SCHEDULE OF MATURITIES FOR FINA
SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Right-of-use Finance Leases | ||
2023 | $ 749 | |
2024 | 618 | |
2025 | 583 | |
2026 | 384 | |
2027 | 10 | |
Total lease payments | 2,344 | |
Less: imputed interest | 243 | |
Total | $ 2,101 | $ 966 |
RIGHT-OF-USE FINANCE LEASES (De
RIGHT-OF-USE FINANCE LEASES (Details Narrative) | Dec. 31, 2022 |
Finance lease, weighted average remaining lease term | 2 years 6 months |
Finance lease, weighted average discount rate, percent | 6.70% |
Minimum [Member] | |
Lessee, finance lease, term of contract | 1 year |
Maximum [Member] | |
Lessee, finance lease, term of contract | 4 years |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Cost | $ 15,600 |
Intangible assets, Accumulated amortization | (8,893) |
Intangible assets, Net carrying value | $ 6,707 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 10 years |
Intangible assets, Cost | $ 5,200 |
Intangible assets, Accumulated amortization | (910) |
Intangible assets, Net carrying value | $ 4,290 |
Backlog of Projects [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 9 months |
Intangible assets, Cost | $ 2,000 |
Intangible assets, Accumulated amortization | (2,000) |
Intangible assets, Net carrying value | |
Covenant Not-to-Compete [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 3 years |
Intangible assets, Cost | $ 2,400 |
Intangible assets, Accumulated amortization | (1,400) |
Intangible assets, Net carrying value | $ 1,000 |
Software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 3 years |
Intangible assets, Cost | $ 3,400 |
Intangible assets, Accumulated amortization | (1,983) |
Intangible assets, Net carrying value | $ 1,417 |
Dealer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 18 months |
Intangible assets, Cost | $ 2,600 |
Intangible assets, Accumulated amortization | (2,600) |
Intangible assets, Net carrying value |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expenses for intangible assets | $ 3,753 | $ 5,140 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expenses for intangible assets | 520 | 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 | 800 | 600 |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expenses for intangible assets | 1,133 | 850 |
Dealer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expenses for intangible assets | $ 1,300 | $ 1,300 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 2,453 |
2024 | 1,004 |
2025 | 520 |
2026 | 520 |
2027 | 520 |
Thereafter | $ 1,690 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Depreciation and amortization expense | $ 4,823 | $ 5,877 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Trade payables | $ 15,721 | $ 3,929 |
Accrued payroll, bonuses and benefits | 4,997 | 3,132 |
Accrued expenses and dealer commissions | 3,849 | 4,066 |
Total | $ 24,567 | $ 11,127 |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE (Details Narrative) - Paycheck Protection Program Loan [Member] - Sun Works United [Member] $ in Thousands | Apr. 28, 2020 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Proceeds from loan | $ 2,847 |
Debt Instrument decrease forgiveness | 2,847 |
Accrued interest forgiveness | $ 34 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jun. 08, 2022 | Jun. 01, 2022 | Oct. 21, 2021 | Jan. 27, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 09, 2015 | |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 5,000,000 | ||||||
Preferred stock, par value | $ 0.001 | ||||||
Aggregate sale value of common stock | $ 19,400 | ||||||
Gross proceeds from sale of stock | $ 17,104,000 | $ 61,600,000 | |||||
Share price | $ 1.58 | $ 3.07 | |||||
Net proceeds after issuance cost | $ 17,104 | ||||||
Roth Sales Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share price | $ 11.77 | ||||||
Net proceeds after issuance cost | $ 61,600,000 | ||||||
Sale of stock, price per share net | $ 11.49 | ||||||
Roth Sales Agreement [Member] | 2021 Placement Shares [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 5,356,984 | ||||||
Roth Sales Agreement [Member] | June 2022 Placement Shares [Member] | |||||||
Class of Stock [Line Items] | |||||||
Gross proceeds from sale of stock | $ 63,067,000 | ||||||
Roth/Northland Sales Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Aggregate sale value of common stock | $ 26,800,000 | ||||||
Share price | $ 3.04 | ||||||
Net proceeds after issuance cost | $ 17,104,000 | ||||||
Sale of stock, price per share net | $ 2.97 | ||||||
Roth/Northland Sales Agreement [Member] | 2021 Placement Shares [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 5,754,161 | ||||||
Roth/Northland Sales Agreement [Member] | June 2022 Placement Shares [Member] | |||||||
Class of Stock [Line Items] | |||||||
Gross proceeds from sale of stock | $ 17,521,000 | ||||||
Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Aggregate sale value of common stock | $ 75,000,000 | $ 100,000,000 | |||||
Maximum [Member] | Roth Sales Agreement [Member] | 2021 Placement Shares [Member] | |||||||
Class of Stock [Line Items] | |||||||
Aggregate sale value of common stock | $ 25,000,000 | ||||||
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 |
SUMMARY OF STOCK OPTIONS ACTIVI
SUMMARY OF STOCK OPTIONS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Options, Outstanding, Beginning | 290,684 | 88,441 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 11.65 | $ 11.02 |
Number of Options, Granted | 260,000 | |
Weighted Average Exercise Price, Granted | $ 12.15 | |
Number of Options, Exercised | (2,218) | |
Weighted Average Exercise Price, Exercised | $ 2.10 | |
Number of Options, Forfeited | (73,251) | (29,113) |
Weighted Average Exercise Price, Forfeited | $ 11.73 | $ 7.38 |
Number of Options, Expired | (5,713) | (26,426) |
Weighted Average Exercise Price, Expired | $ 10.50 | $ 19.93 |
Number of Options, Outstanding, Ending | 211,720 | 290,684 |
Weighted Average Exercise Price, Outstanding, Ending | $ 11.66 | $ 11.65 |
Number of Options, Exercisable at the end | 211,720 | 28,042 |
Weighted Average Exercise Price, Outstanding, Ending | $ 11.66 | $ 7.88 |
Weighted Average Exercise Price,Weighted Average Grant Date Fair Value | $ 12.15 |
SUMMARY OF SHARES AUTHORIZED UN
SUMMARY OF SHARES AUTHORIZED UNDER STOCK OPTION PLANS, BY EXERCISE PRICE RANGE (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercisable Prices | $ 11.66 | $ 7.88 | |
Stock Options Outstanding | 211,720 | 290,684 | 88,441 |
Stock Options Exercisable | 211,720 | 28,042 | |
Exercisable Price 1 [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) | 4 months 13 days | ||
Exercisable Price 2 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercisable Prices | $ 7.63 | ||
Stock Options Outstanding | 2,142 | ||
Stock Options Exercisable | 2,142 | ||
Weighted Average Remaining Contractual Life (years) | 4 months 28 days | ||
Exercisable Price 3 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercisable Prices | $ 3.07 | ||
Stock Options Outstanding | 3,071 | ||
Stock Options Exercisable | 3,071 | ||
Weighted Average Remaining Contractual Life (years) | 1 year 7 months 13 days | ||
Exercisable Price 4 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercisable Prices | $ 2.52 | ||
Stock Options Outstanding | 4,365 | ||
Stock Options Exercisable | 4,365 | ||
Weighted Average Remaining Contractual Life (years) | 1 year 9 months | ||
Exercisable Price 5 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercisable Prices | $ 12.15 | ||
Stock Options Outstanding | 195,000 | ||
Stock Options Exercisable | 195,000 | ||
Weighted Average Remaining Contractual Life (years) | 3 years 3 months 10 days |
SUMMARY OF RESTRICTED STOCK UNI
SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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 | 1,185,889 | |
Weighted Average Grant Date Value Share Beginning | $ 5.11 | |
Number of Shares, Granted | 337,972 | 1,195,889 |
Weighted Average Grant Date Value, Granted | $ 2.39 | $ 5.14 |
Number of Shares, Vested | (467,069) | (10,000) |
Weighted Average Grant Date Value, Vested | $ 7.04 | $ 9.07 |
Number of Shares, Forfeited | (56,934) | |
Weighted Average Grant Date Value, Forfeited | $ 3.35 | |
Number of Shares, Outstanding, Ending | 999,858 | 1,185,889 |
Weighted Average Grant Date Value, Outstanding, Ending | $ 3.54 | $ 5.11 |
STOCK _ BASED COMPENSATION (Det
STOCK – BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | ||||
Apr. 12, 2021 | Apr. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of options, outstanding, shares | 211,720 | 290,684 | 88,441 | ||
Options exercise price | $ 11.66 | $ 11.65 | $ 11.02 | ||
Share price | $ 1.58 | $ 3.07 | |||
Issuance of common stock for cashless exercise of options, shares | 2,218 | ||||
Exercisable intrinsic value | $ 0 | $ 2,000 | |||
Stock based compensation expenses | 674,000 | 2,027,000 | |||
Restricted stock expense | $ 2,396,000 | $ 3,734,000 | |||
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 | ||||
2016 Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options exercise price | $ 12.15 | $ 12.15 | |||
Number of options granted | 260,000 | 260,000 | |||
Options vesting period, description | The entire 260,000 options vested on April 8, 2022, the one-year anniversary date of the Solcius acquisition. | ||||
Share price | $ 10.30 | $ 10.30 | |||
Volatility rate | 126% | ||||
Risk-free interest rate | 1.69% | ||||
Mature and expire period | 5 years | ||||
Share-Based Payment Arrangement, Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of options, outstanding, shares | 211,720 | ||||
Exercisable period | 5 years | ||||
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options exercise price | $ 2.52 | ||||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options exercise price | $ 12.15 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options vesting period, description | Some RSUs vest on the one-year anniversary of the date of grant. Other RSUs vest one-third on the one-year anniversary date of the grant and then monthly over the next 24 months. Other RSUs 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 PROVISIO
SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | ||
State | 94 | 75 |
Total current expense | 94 | 75 |
Deferred: | ||
Federal | (5,350) | (4,238) |
State | (1,461) | (1,353) |
Change in valuation allowance | 6,811 | 5,591 |
Total deferred | ||
Income tax provision | $ 94 | $ 75 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Warranty, inventory and bad debt reserves | $ 650 | $ 464 |
Other accrued expenses | 660 | 228 |
Other | 30 | 28 |
Property and equipment | 177 | 39 |
Intangible assets | 439 | 707 |
Deferred stock-based compensation | 421 | 445 |
Limitation under 163(j) | 476 | 440 |
Research and development credits | 173 | 232 |
Net operating loss | 19,199 | 12,830 |
Total deferred tax assets | 22,225 | 15,413 |
Valuation allowances | (22,225) | (15,413) |
Net deferred tax assets |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S Federal statutory tax rate | 21% | 21% |
State tax benefit, net | (1.27%) | (1.08%) |
Research and development credits | ||
Stock-based compensation | (1.85%) | (1.59%) |
Impairment of goodwill | (4.31%) | |
PPP Loan forgiveness | 2.27% | |
Other | (0.01%) | (0.07%) |
Valuation allowance | (18.21%) | (16.50%) |
Effective income tax rate | (0.34%) | (0.28%) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 02, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards, Limitations on Use | The remaining $11,800 of federal net operating loss, research tax credit carryforwards and California net operating loss carryforwards will begin to expire in 2029 unless previously utilized. | ||
Deferred tax assets valuation allowance percent | 100% | ||
Uncertain tax positions | $ 0 | $ 0 | |
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 73,000 | $ 61,100 | |
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 | $ 62,200 |
MAJOR CUSTOMER_SUPPLIERS (Detai
MAJOR CUSTOMER/SUPPLIERS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||
Accounts receivable | $ 935 | $ 454 |
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Dealers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration credit risk percentage | 54% | 56% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One customer [member] | ||
Concentration Risk [Line Items] | ||
Concentration credit risk percentage | 24% | |
Accounts receivable | $ 3,399 | $ 572 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | No customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration credit risk percentage | 13% | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Two Vendors [Member] | ||
Concentration Risk [Line Items] | ||
Concentration credit risk percentage | 47% | 45% |