Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 22, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36868 | |
Entity Registrant Name | SUNWORKS, INC. | |
Entity Central Index Key | 0001172631 | |
Entity Tax Identification Number | 01-0592299 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1555 Freedom Boulevard | |
Entity Address, City or Town | Provo | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84604 | |
City Area Code | (385) | |
Local Phone Number | 497-6955 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | SUNW | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,864,407 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 3,445 | $ 7,807 |
Restricted cash | 249 | 248 |
Accounts receivable, net | 12,316 | 13,873 |
Employee retention tax credit receivable, net | 5,055 | |
Inventory | 20,329 | 26,401 |
Contract assets | 18,834 | 20,699 |
Other current assets | 3,013 | 5,824 |
Total Current Assets | 63,241 | 74,852 |
Property and equipment, net | 1,821 | 2,154 |
Finance lease right-of-use assets, net | 3,583 | 2,487 |
Operating lease right-of-use assets, net | 2,645 | 2,779 |
Deposits | 203 | 192 |
Intangible assets, net | 4,960 | 5,290 |
Goodwill | 32,186 | 32,186 |
Total Assets | 108,639 | 119,940 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 20,331 | 24,567 |
Contract liabilities | 22,710 | 24,960 |
Finance lease liabilities, current portion | 870 | 631 |
Operating lease liabilities, current portion | 1,136 | 1,098 |
Total Current Liabilities | 45,047 | 51,256 |
Long-Term Liabilities: | ||
Finance lease liabilities, net of current portion | 2,333 | 1,470 |
Operating lease liabilities, net of current portion | 1,509 | 1,681 |
Warranty liability | 1,656 | 1,596 |
Total Long-Term Liabilities | 5,498 | 4,747 |
Total Liabilities | 50,545 | 56,003 |
Commitments and contingencies | ||
Shareholders’ Equity: | ||
Preferred stock Series B, $0.001 par value, 5,000,000 authorized shares; no shares issued and outstanding | ||
Common stock, $0.001 par value; 50,000,000 authorized shares; 35,565,974 and 35,374,978 shares issued and outstanding, at March 31, 2023 and December 31, 2022, respectively | 36 | 35 |
Additional paid-in capital | 207,919 | 207,373 |
Accumulated deficit | (149,861) | (143,471) |
Total Shareholders’ Equity | 58,094 | 63,937 |
Total Liabilities and Shareholders’ Equity | $ 108,639 | $ 119,940 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 35,565,974 | 35,374,978 |
Common stock, shares outstanding | 35,565,974 | 35,374,978 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue, net | $ 37,899 | $ 31,196 |
Cost of Goods Sold | 25,972 | 18,024 |
Gross Profit | 11,927 | 13,172 |
Operating Expenses: | ||
Selling and marketing | 12,176 | 12,229 |
General and administrative | 8,751 | 6,810 |
Stock-based compensation | 444 | 1,284 |
Depreciation and amortization | 623 | 1,050 |
Total Operating Expenses | 21,994 | 21,373 |
Operating Loss | (10,067) | (8,201) |
Other Income (Expense) | ||
Other income, net | 5,065 | 2 |
Interest expense | (68) | (8) |
Loss on sale of assets | (1,320) | |
Total Other Income (Expense), net | 3,677 | (6) |
Loss Before Income Taxes | (6,390) | (8,207) |
Income Tax Expense | ||
Net Loss | $ (6,390) | $ (8,207) |
Net Loss per common share, basic and diluted | $ (0.18) | $ (0.28) |
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING | ||
Basic and diluted | 35,419,672 | 29,502,905 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 29 | $ 187,997 | $ (115,260) | $ 72,766 |
Balance, shares at Dec. 31, 2021 | 29,193,772 | |||
Stock-based compensation | 1,284 | 1,284 | ||
Issuance of common stock under terms of restricted stock grants | ||||
Issuance of common stock under terms of restricted stock grants, shares | 121,666 | |||
Sales of common stock pursuant to S-3 registration statement, net | $ 3 | 7,811 | 7,814 | |
Sales of common stock pursuant to S-3 registration statement, net, shares | 2,757,830 | |||
Net loss | (8,207) | (8,207) | ||
Balance at Mar. 31, 2022 | $ 32 | 197,092 | (123,467) | 73,657 |
Balance, shares at Mar. 31, 2022 | 32,073,268 | |||
Beginning balance, value at Dec. 31, 2022 | $ 35 | 207,373 | (143,471) | 63,937 |
Balance, shares at Dec. 31, 2022 | 35,374,978 | |||
Stock-based compensation | 444 | 444 | ||
Issuance of common stock under terms of restricted stock grants | ||||
Issuance of common stock under terms of restricted stock grants, shares | 104,267 | |||
Tax withholdings related to net share settlements of equity awards | (39) | (39) | ||
Tax withholdings related to net share settlements of equity awards, shares | (13,271) | |||
Sales of common stock pursuant to S-3 registration statement, net | $ 1 | 141 | 142 | |
Sales of common stock pursuant to S-3 registration statement, net, shares | 100,000 | |||
Net loss | (6,390) | (6,390) | ||
Balance at Mar. 31, 2023 | $ 36 | $ 207,919 | $ (149,861) | $ 58,094 |
Balance, shares at Mar. 31, 2023 | 35,565,974 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,390) | $ (8,207) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 950 | 1,283 |
Amortization of right-of-use asset | 348 | 263 |
Loss on sale of inventory and equipment | 1,320 | |
Stock-based compensation | 444 | 1,284 |
Bad debt expense | 129 | 68 |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | 1,428 | (1,440) |
Employee retention tax credit receivable, net | (5,055) | |
Inventory | 2,237 | (3,882) |
Deposits and other current assets | 2,800 | 597 |
Contract assets | 1,865 | (1,507) |
Accounts payable and accrued liabilities | (4,236) | 2,961 |
Contract liabilities | (2,250) | 982 |
Warranty liability | 60 | 60 |
Operating lease liabilities | (348) | (263) |
NET CASH USED IN OPERATING ACTIVITIES | (6,698) | (7,801) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (103) | (168) |
Proceeds from sale of inventory and equipment | 2,520 | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 2,417 | (168) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on finance lease liabilities | (183) | (109) |
Proceeds from sales of common stock, net | 142 | 7,814 |
Payments for taxes related to net share settlement of equity awards | (39) | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | (80) | 7,705 |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (4,361) | (264) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR | 8,055 | 20,042 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | 3,694 | 19,778 |
Cash and cash equivalents | 3,445 | 19,455 |
Restricted cash | 249 | 323 |
CASH PAID FOR: | ||
Interest | 49 | 8 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 259 | 54 |
Decrease in operating right-of-use assets as a result of lease modification | 44 | |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 1,291 | $ 182 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | 1. ORGANIZATION AND BASIS OF PRESENTATION We provide photovoltaic (“PV”) and battery-based power and storage systems for the residential and commercial markets. Commercial projects include commercial, agricultural, industrial and public works projects. We operate in several residential and commercial markets including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, Massachusetts, Rhode Island, New York, Pennsylvania, New Jersey and South Carolina. Through our operating subsidiaries, we design, arrange financing, integrate, install, and manage systems ranging in size from 2kW (kilowatt) for residential projects to multi-MW (megawatt) systems for larger commercial and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions. The accompanying unaudited condensed consolidated financial statements (“financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year December 31, 2022. The financial statements have been prepared assuming that the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. These accounting policies conform to GAAP and have been consistently applied in the preparation of the condensed consolidated financial statements. There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Sunworks, Inc., and its wholly owned operating subsidiaries, Sunworks United Inc., Commercial Solar Energy, Inc. and Solcius LLC. All material intercompany transactions have been eliminated upon consolidation of these 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. At March 31, 2023, the Company had an accumulated deficit of approximately $ 150 6.4 We partner with various financing providers that offer our customers financial products that allow them to monetize the benefit of solar power generations. At the time of sale of a solar installation, we have historically received advanced funding from lenders to support our working capital needs. Credit market tightening related to recent bank sector volatility and general economic uncertainty have begun to materially change how lenders manage their risk profiles. In view of changing market dynamics, some of our lenders are either reducing or eliminating advance funding, which delays the timing of payment to us and negatively affects our available liquidity. Additionally, lenders are modifying their payment milestones and timelines, which may further reduce our available liquidity. If lenders continue to reduce or eliminate advance funding for solar installations, our liquidity available for operations may continue to be negatively impacted. Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve months from each financial statement issuance date to determine if there is a substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, management applied judgment to estimate the projected cash flows of the Company, including the following: (i) projected cash outflows, (ii) projected cash inflows, (iii) categorization of expenditures as discretionary versus non-discretionary, (iv) the ability to accelerate monetization of the Company’s employee retention tax credit receivable, (v) the ability to expedite collection of receivables under the Company’s factoring agreement with Produce Pay, Inc. and (vi) the ability to raise capital through the sale of equity in “at-the-market” offerings or otherwise. The cash flow projections are based on known or planned cash requirements for operating costs and expected customer revenues from customers. The Company’s continued existence is dependent upon management’s ability to increase liquidity, raise capital and develop profitable operations. Management is devoting significant efforts to increasing liquidity, raising capital and developing its business. The Company may meet its working capital requirements through a variety of means, including debt financings, equity financings, the sale or other disposition of assets, and/or reductions in operating costs. Although the Company expects its sources of capital will be sufficient to meet its near-term liquidity needs, there can be no assurance that its liquidity requirements will continue to be satisfied or that management’s actions will result in profitable operations. Effective May 4, 2023, Commercial Solar Energy, Inc. and Sunworks United, Inc., wholly-owned subsidiaries of Sunworks, Inc. (collectively, the “Company”) entered into a Factoring Agreement (the “Factoring Agreement”) with Produce Pay Inc. (the “Buyer”). Patrick McCullough, a director of the Company, is the Chief Executive Officer of the Buyer. Under the terms of the Factoring Agreement, the Company may use the Buyer’s on-line software platform to offer for sale, and the Buyer may purchase at 80 18.4 10,000,000 accounts receivable On May 22, 2023, the Company entered into trade purchase agreement with respect to its Employee Retention Tax Credit receivable (ERTC) with 1861 Acquisition LLC. Under the terms of the agreement, the Company expects to receive $5,738 of proceeds under the trade purchase agreement. On January 27, 2021, the Company filed a Registration Statement on Form S-3 (File No. 333-252475) (the “2021 Registration Statement”), with the SEC. The 2021 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $ 100,000 1,394,743 1,751 17,600 100,000 On June 1, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-265336) (the “2022 Registration Statement”), with the SEC. The 2022 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $ 75,000 On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law providing numerous tax provisions and other stimulus measures, including an employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes. The ERC is available for wages paid through December 31, 2021 and is equal to 70 % of qualified wages (which includes employer qualified health plan expenses) paid to employees. During each quarter of 2021, a maximum of $ 10,000 in qualified wages for each employee is eligible for the ERC. The Company retained a consultant to analyze results and determine whether the Company was eligible for the ERC. During the first quarter of 2023 the analysis was completed, and the necessary applications filed for the ERC with the Federal government. The net receivable for the uncollected ERC benefit is $ 5,055 as of March 31, 2023, and is included in the “Employee retention tax credit receivable, net” line item in the Company’s condensed consolidated balance sheet at March 31, 2023. The net benefit is also recorded “Other income, net” in the Company’s condensed consolidated statement of operations. Reclassifications Certain prior period amounts have been reclassified to conform to the current presentation. The reclassifications impact historical cost of goods sold, depreciation, amortization and general and administrative expenses. During the quarter ended March 31, 2022, $ 233 627 Segment Reporting We currently operate in three segments based upon our organizational structure and the way in which our operations are managed and evaluated. Our largest segment is Residential Solar which are projects smaller in size and shorter in duration. Our second operating segment is Commercial Solar Energy which includes projects that are commonly larger in size and longer in duration serving commercial, industrial, agricultural and public works customers. Our third segment is Corporate, which is responsible for general company oversight and management. Disaggregating the corporate costs from the residential and commercial operations simplifies the performance evaluation of the Residential Solar and Commercial Solar Energy segments. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill and intangibles, for possible impairments and estimations of long-lived assets, revenue recognition on construction contracts recognized over time, allowances for uncollectible accounts, finance lease right-of-use assets and liabilities, operating lease right-of-use assets and liabilities, warranty reserves, inventory valuation, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Revenue Recognition Revenue and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, engineering, procurement and construction (“EPC”) projects for residential and smaller commercial systems that require us to deliver functioning solar power systems are generally completed within two to twelve months from commencement of construction. Construction on larger commercial projects may be completed within eighteen to thirty-six months, depending on the size and location. We recognize revenue from commercial EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer. For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection. 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. We recognize revenue for commercial systems operations and maintenance over the term of the service period. Historically, revenue from systems operations and maintenance are not significant or material. Judgment is required to evaluate assumptions including the amount of net contract revenue and the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If estimated total costs on any contract are greater than the net contract revenue, the Company recognizes the entire estimated loss in the period the loss becomes known. Changes in estimates for commercial projects occur for a variety of reasons, including, but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in the Company’s condensed consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the three months ended March 31, 2023 and 2022 as well as the number of projects that comprise such changes. For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $ 100 SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE Three Months Ended (In thousands, except number of projects) March 31, 2023 March 31, 2022 Increase in revenue from net changes in transaction prices $ - $ 457 Increase (decrease) in revenue from net changes in input cost estimates (165 ) (461 ) Net increase (decrease) in revenue from net changes in estimates $ (165 ) $ (4 ) Number of projects 1 3 Net change in estimate as a percentage of aggregate revenue for associated projects (42.4 )% (0.1 )% 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) March 31, 2023 December 31, 2022 Contract Assets $ 18,834 $ 20,699 Contract Liabilities 22,710 24,960 During the quarter ended March 31, 2023, the Company recognized revenue of $ 2,459 1,403 The following table represents the average percentage of completion as of March 31, 2023 for EPC projects that the Company is constructing. The Company expects to recognize $35,541 of revenue upon transfer of control of the projects. SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS Project Revenue Category Expected Years Revenue Average Percentage of Various Projects EPC services 2023 - 2024 47.0 % Basic and Diluted Net (Loss) per Share Calculations (Loss) per Share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, unvested restricted stock units (“RSUs”) and unvested performance-based restricted stock units (“PSUs”) were not used in the calculation of the net loss per share. A net loss causes all outstanding common stock options, unvested RSUs and unvested PSUs to be anti-dilutive. As a result, the basic and diluted losses per common share are the same for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 211,720 846,267 1,634,546 As of March 31, 2022, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 282,433 771,041 455,389 Dilutive per share amounts are computed using the weighted-average number of shares of common stock outstanding and potentially dilutive securities, using the treasury stock method, if their effect would be dilutive. New Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information for credit loss estimates on certain types of financial instruments, including trade receivables. In addition, new disclosures are required. The ASU, as subsequently amended, is effective for the Company for fiscal years beginning after December 15, 2022, as the Company was a smaller reporting company as of November 15, 2019, the determination date. We adopted ASU 2016-13 on January 1, 2023. Based on the composition of the Company’s accounts receivable, and other financial assets, including current market conditions and historical credit loss activity, the adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures. Specifically, the Company’s estimate of expected credit losses as of March 31, 2023, using its expected credit loss evaluation process described above, resulted in no adjustments to the provision for credit losses and no cumulative-effect adjustment to accumulated deficit on the adoption date of the standard. Management reviewed currently issued pronouncements during the three months ended March 31, 2023, and believes that any recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying condensed consolidated financial statements. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 3. REVENUE FROM CONTRACTS WITH CUSTOMERS The following table represents a disaggregation of revenue by customer type from contracts with customers for the three months ended March 31, 2023 and 2022: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Three Months Ended March 31, 2023 2022 Residential $ 30,073 $ 26,999 Commercial 2,731 2,788 Public Works 5,095 1,409 Total $ 37,899 $ 31,196 |
OPERATING SEGMENTS
OPERATING SEGMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENTS | 4. OPERATING SEGMENTS The Company assessed its operating segment disclosure based on ASC 280, Segment Reporting Residential Solar Through our Solcius operating subsidiary, we design, arrange financing, integrate, install, and manage systems, primarily for residential homeowners. We sell residential solar systems through multiple channels, through our network of sales channel partners, 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 Commercial Solar Energy subsidiary, we design, arrange financing, integrate, install, and manage systems ranging in size from 50kW (kilowatt) to multi-MW (megawatt) systems primarily for larger commercial and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions. Historically, the Commercial Solar Energy subsidiary participated in the California residential solar market. Following the acquisition of Solcius, all new residential sales are managed under the Solcius brand. Due to materiality, the Company will continue to report the remaining backlog of residential projects in the Commercial Solar Energy segment, which is expected to be fulfilled within the next year. Commercial Solar Energy primarily operates in California. Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the three months ended March 31, 2023 and 2022. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT Residential Commercial Corporate Total Three Months Ended March 31, 2023 Residential Commercial Corporate Total Net revenue $ 30,007 $ 7,892 $ - $ 37,899 Cost of goods sold 18,434 7,538 - 25,972 Gross profit 11,573 354 11,927 Operating expenses Selling and marketing 11,330 681 165 12,176 General and administrative 5,292 1,623 1,836 8,751 Segment loss (5,049 ) (1,950 ) (2,001 ) (9,000 ) Stock-based compensation 19 33 392 444 Depreciation and amortization 623 - - 623 Operating loss $ (5,691 ) $ (1,983 ) $ (2,393 ) $ (10,067 ) Residential Solar Commercial Solar Corporate Total Three Months Ended March 31, 2022 Residential Solar Commercial Solar Corporate Total Net revenue $ 26,394 $ 4,802 $ - $ 31,196 Cost of goods sold 14,012 4,012 - 18,024 Gross profit 12,382 790 13,172 Operating expenses Selling and marketing 11,132 851 246 12,229 General and administrative 3,770 1,468 1,572 6,810 Segment loss (2,520 ) (1,529 ) (1,818 ) (5,867 ) Stock-based compensation 705 35 544 1,284 Depreciation and amortization 1,049 1 - 1,050 Operating loss $ (4,274 ) $ (1,565 ) $ (2,362 ) $ (8,201 ) Assets by operating segment are as follows: March 31, 2023 Operating Segment: Residential Solar $ 88,645 Commercial Solar 16,300 Corporate 3,694 Total Consolidated Assets $ 108,639 |
RIGHT-OF-USE OPERATING LEASES
RIGHT-OF-USE OPERATING LEASES | 3 Months Ended |
Mar. 31, 2023 | |
Right-of-use Operating Leases | |
RIGHT-OF-USE OPERATING LEASES | 5. RIGHT-OF-USE OPERATING LEASES The Company has Right of Use (“ROU”) operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 5 The Company’s operating lease expense for the three months ended March 31, 2023 and 2022 amounted to $ 597 427 597 427 348 597 Supplemental balance sheet information related to leases is as follows: SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION March 31, 2023 (in thousands) Operating lease right-of-use assets $ 2,645 Operating lease liabilities, current portion 1,136 Operating lease liabilities, net of current portion 1,509 Total operating lease liabilities $ 2,645 As of March 31, 2023, the weighted average remaining lease term was 3.1 4.7 Minimum payments for the operating leases are as follows: SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES Operating Leases (in thousands) 2023 – Remainder of Year $ 972 2024 755 2025 582 2026 527 2027 43 Total lease payments $ 2,879 Less: imputed interest 234 Total $ 2,645 |
RIGHT-OF-USE FINANCE LEASES
RIGHT-OF-USE FINANCE LEASES | 3 Months Ended |
Mar. 31, 2023 | |
Right-of-use Finance Leases | |
RIGHT-OF-USE FINANCE LEASES | 6. RIGHT-OF-USE FINANCE LEASES The Company has finance leases for vehicles. The Company’s finance leases have remaining lease terms of 1 4 Supplemental balance sheet information related to finance leases is as follows: SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION March 31, 2023 (in thousands) Finance lease right-of-use asset cost $ 4,881 Finance lease right-of-use accumulated amortization (1,298 ) Finance lease right of use asset, net $ 3,583 Finance lease obligation, current portion $ 870 Finance lease obligation, net of current portion 2,333 Total finance lease obligation $ 3,203 As of March 31, 2023, the weighted average remaining lease term was 2.7 7.2 Minimum finance lease payments for the remaining lease terms are as follows: SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES March 31, 2023 (in thousands) Remainder of 2023 $ 834 2024 983 2025 960 2026 751 2027 150 Total lease payments $ 3,678 Less: imputed interest 475 Total $ 3,203 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 7. INTANGIBLE ASSETS, NET The Company’s intangible assets at March 31, 2023 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization Cost Accumulated Net carrying Trademarks 10 $ 5,200 $ (1,040 ) $ 4,160 Backlog of projects 9 2,000 (2,000 ) - Covenant not-to-compete 3 2,400 (1,600 ) 800 Software (included in property and equipment) 3 3,400 (2,267 ) 1,133 Dealer relationships 18 2,600 (2,600 ) - $ 15,600 $ (9,507 ) $ 6,093 Intangible assets are stated at their original estimated value at the date of acquisition. The amortization of intangible assets commences upon acquisition. The intangible assets are being amortized using the straight-line method over the intangible asset’s estimated useful life: Amortization expenses for intangible assets for the three months ended March 31, 2023 was as follows: SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS For the Three Months March 31, 2023 Trademarks $ 130 Covenant not-to-compete 200 Software 283 Amortization expenses for intangible assets $ 613 Estimated future amortization expense for the Company’s intangible assets as of March 31, 2023 is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Years ending December 31, Remainder of 2023 $ 1,840 2024 $ 1,003 2025 $ 520 2026 $ 520 2027 $ 520 Thereafter $ 1,690 Depreciation and amortization expense on property and equipment and intangible assets for the three months ended March 31, 2023 and 2022 was $ 950 1,283 |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK | 8. CAPITAL STOCK On February 10, 2021, the Company entered into a Sales Agreement (the “Roth Sales Agreement”) with Roth Capital Partners, LLC (the “Agent RCP”), pursuant to which the Company could offer and sell from time to time, through the Agent RCP, shares of the Company’s common stock, (the “2021 Placement Shares”), registered under the Securities Act of 1933 (the “Securities Act”), pursuant to the 2021 Registration Statement. On October 21, 2021, the Company filed a prospectus supplement with the SEC, (the “2021 Prospectus Supplement”) pursuant to which the Company could offer and sell from time to time, through the Agent RCP, up to $ 25,000 On June 8, 2022, the Company entered into a Sales Agreement (the “Roth/Northland Sales Agreement”) with Roth Capital Partners, LLC and Northland Securities, Inc. (each an “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, pursuant to the 2021 Registration Statement. 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. 2023 At-The-Market Offerings During the first three months of 2023, 100,000 144 1.44 142 1.42 2022 At-The-Market Offerings During the first three months of 2022, 2,757,830 7,974 2.89 7,814 2.83 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 9. STOCK-BASED COMPENSATION Options As of March 31, 2023, the Company has incentive stock options and non-qualified stock options outstanding to purchase 211,720 five years 2.52 12.15 A summary of the Company’s stock option activity and related information follows: SUMMARY OF STOCK OPTIONS ACTIVITY March 31, 2023 Weighted Number Average of Exercise Options Price Outstanding, at December 31, 2022 211,720 $ 11.66 Granted - - Exercised - - Forfeited - - Expired - - Outstanding and expected to vest as of March 31, 2023 211,720 $ 11.66 Exercisable at March 31, 2023 211,720 $ 11.66 Weighted average fair value of options granted during period $ - The following summarizes the options to purchase shares of the Company’s common stock which were outstanding at March 31, 2023: SUMMARY OF SHARES AUTHORIZED UNDER STOCK OPTIONS PLANS, BY EXERCISE PRICE RANGE Weighted Average Remaining Exercisable Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 8.68 7,142 7,142 0.12 $ 7.63 2,142 2,142 0.16 $ 3.07 3,071 2,730 1.38 $ 2.52 4,365 3,172 1.51 $ 12.15 195,000 195,000 3.04 211,720 211,720 Aggregate intrinsic value of options outstanding and exercisable at March 31, 2023 and December 31, 2022 was $ 0 0 1.44 1.58 The Company recorded stock-based compensation expense for stock options of $ 0 671 Restricted Stock Units The following table summarizes the Company’s restricted stock unit activity during the three months ended March 31, 2023: SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY March 31, 2023 Weighted Number Of Grant Date Value per Unvested, beginning December 31, 2022 561,136 $ 3.80 Granted 403,536 $ 2.37 Vested (104,268 ) $ 3.69 Forfeited (14,137 ) $ 3.35 Unvested at the end of March 31, 2023 846,267 $ 3.14 The total combined stock option, RSU compensation and restricted stock expense recognized in the condensed consolidated statements of operations during the three months ended March 31, 2023 and 2022 was $ 444 1,284 Performance-Based Restricted Stock Units Separate from the RSUs above are Performance Based Restricted Stock Units that vest on achieving certain revenue, cash flow and profitability goals measured annually, or in some cases, for the year ending December 31, 2024. The maximum number of shares issuable upon achieving all goals is 1,634,546 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a negative impact on the Company’s financial position. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS Between April 1, 2023 and April 21, 2023, 1,294,743 1,607, 1.24 1,548, 1.20 Effective May 4, 2023, Commercial Solar Energy, Inc. and Sunworks United, Inc., wholly-owned subsidiaries of Sunworks, Inc. (collectively, the “Company”) entered into a Factoring Agreement (the “Factoring Agreement”) with Produce Pay Inc. (the “Buyer”). Patrick McCullough, a director of the Company, is the Chief Executive Officer of the Buyer. Under the terms of the Factoring Agreement, the Company may use the Buyer’s on-line software platform to offer for sale, and the Buyer may purchase at 80 18.4 10,000,000 accounts receivable On May 22, 2023, the Company entered into trade purchase agreement with respect to its Employee Retention Tax Credit receivable (ERTC) with 1861 Acquisition LLC. Under the terms of the agreement, the Company expects to receive $ 5,738 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Sunworks, Inc., and its wholly owned operating subsidiaries, Sunworks United Inc., Commercial Solar Energy, Inc. and Solcius LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Liquidity | 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. At March 31, 2023, the Company had an accumulated deficit of approximately $ 150 6.4 We partner with various financing providers that offer our customers financial products that allow them to monetize the benefit of solar power generations. At the time of sale of a solar installation, we have historically received advanced funding from lenders to support our working capital needs. Credit market tightening related to recent bank sector volatility and general economic uncertainty have begun to materially change how lenders manage their risk profiles. In view of changing market dynamics, some of our lenders are either reducing or eliminating advance funding, which delays the timing of payment to us and negatively affects our available liquidity. Additionally, lenders are modifying their payment milestones and timelines, which may further reduce our available liquidity. If lenders continue to reduce or eliminate advance funding for solar installations, our liquidity available for operations may continue to be negatively impacted. Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve months from each financial statement issuance date to determine if there is a substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, management applied judgment to estimate the projected cash flows of the Company, including the following: (i) projected cash outflows, (ii) projected cash inflows, (iii) categorization of expenditures as discretionary versus non-discretionary, (iv) the ability to accelerate monetization of the Company’s employee retention tax credit receivable, (v) the ability to expedite collection of receivables under the Company’s factoring agreement with Produce Pay, Inc. and (vi) the ability to raise capital through the sale of equity in “at-the-market” offerings or otherwise. The cash flow projections are based on known or planned cash requirements for operating costs and expected customer revenues from customers. The Company’s continued existence is dependent upon management’s ability to increase liquidity, raise capital and develop profitable operations. Management is devoting significant efforts to increasing liquidity, raising capital and developing its business. The Company may meet its working capital requirements through a variety of means, including debt financings, equity financings, the sale or other disposition of assets, and/or reductions in operating costs. Although the Company expects its sources of capital will be sufficient to meet its near-term liquidity needs, there can be no assurance that its liquidity requirements will continue to be satisfied or that management’s actions will result in profitable operations. Effective May 4, 2023, Commercial Solar Energy, Inc. and Sunworks United, Inc., wholly-owned subsidiaries of Sunworks, Inc. (collectively, the “Company”) entered into a Factoring Agreement (the “Factoring Agreement”) with Produce Pay Inc. (the “Buyer”). Patrick McCullough, a director of the Company, is the Chief Executive Officer of the Buyer. Under the terms of the Factoring Agreement, the Company may use the Buyer’s on-line software platform to offer for sale, and the Buyer may purchase at 80 18.4 10,000,000 accounts receivable On May 22, 2023, the Company entered into trade purchase agreement with respect to its Employee Retention Tax Credit receivable (ERTC) with 1861 Acquisition LLC. Under the terms of the agreement, the Company expects to receive $5,738 of proceeds under the trade purchase agreement. On January 27, 2021, the Company filed a Registration Statement on Form S-3 (File No. 333-252475) (the “2021 Registration Statement”), with the SEC. The 2021 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $ 100,000 1,394,743 1,751 17,600 100,000 On June 1, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-265336) (the “2022 Registration Statement”), with the SEC. The 2022 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $ 75,000 On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law providing numerous tax provisions and other stimulus measures, including an employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes. The ERC is available for wages paid through December 31, 2021 and is equal to 70 % of qualified wages (which includes employer qualified health plan expenses) paid to employees. During each quarter of 2021, a maximum of $ 10,000 in qualified wages for each employee is eligible for the ERC. The Company retained a consultant to analyze results and determine whether the Company was eligible for the ERC. During the first quarter of 2023 the analysis was completed, and the necessary applications filed for the ERC with the Federal government. The net receivable for the uncollected ERC benefit is $ 5,055 as of March 31, 2023, and is included in the “Employee retention tax credit receivable, net” line item in the Company’s condensed consolidated balance sheet at March 31, 2023. The net benefit is also recorded “Other income, net” in the Company’s condensed consolidated statement of operations. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current presentation. The reclassifications impact historical cost of goods sold, depreciation, amortization and general and administrative expenses. During the quarter ended March 31, 2022, $ 233 627 |
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. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill and intangibles, for possible impairments and estimations of long-lived assets, revenue recognition on construction contracts recognized over time, allowances for uncollectible accounts, finance lease right-of-use assets and liabilities, operating lease right-of-use assets and liabilities, warranty reserves, inventory valuation, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Revenue Recognition | Revenue Recognition Revenue and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, engineering, procurement and construction (“EPC”) projects for residential and smaller commercial systems that require us to deliver functioning solar power systems are generally completed within two to twelve months from commencement of construction. Construction on larger commercial projects may be completed within eighteen to thirty-six months, depending on the size and location. We recognize revenue from commercial EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer. For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection. 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. We recognize revenue for commercial systems operations and maintenance over the term of the service period. Historically, revenue from systems operations and maintenance are not significant or material. Judgment is required to evaluate assumptions including the amount of net contract revenue and the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If estimated total costs on any contract are greater than the net contract revenue, the Company recognizes the entire estimated loss in the period the loss becomes known. Changes in estimates for commercial projects occur for a variety of reasons, including, but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in the Company’s condensed consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the three months ended March 31, 2023 and 2022 as well as the number of projects that comprise such changes. For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $ 100 SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE Three Months Ended (In thousands, except number of projects) March 31, 2023 March 31, 2022 Increase in revenue from net changes in transaction prices $ - $ 457 Increase (decrease) in revenue from net changes in input cost estimates (165 ) (461 ) Net increase (decrease) in revenue from net changes in estimates $ (165 ) $ (4 ) Number of projects 1 3 Net change in estimate as a percentage of aggregate revenue for associated projects (42.4 )% (0.1 )% |
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) March 31, 2023 December 31, 2022 Contract Assets $ 18,834 $ 20,699 Contract Liabilities 22,710 24,960 During the quarter ended March 31, 2023, the Company recognized revenue of $ 2,459 1,403 The following table represents the average percentage of completion as of March 31, 2023 for EPC projects that the Company is constructing. The Company expects to recognize $35,541 of revenue upon transfer of control of the projects. SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS Project Revenue Category Expected Years Revenue Average Percentage of Various Projects EPC services 2023 - 2024 47.0 % |
Basic and Diluted Net (Loss) per Share Calculations | Basic and Diluted Net (Loss) per Share Calculations (Loss) per Share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, unvested restricted stock units (“RSUs”) and unvested performance-based restricted stock units (“PSUs”) were not used in the calculation of the net loss per share. A net loss causes all outstanding common stock options, unvested RSUs and unvested PSUs to be anti-dilutive. As a result, the basic and diluted losses per common share are the same for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 211,720 846,267 1,634,546 As of March 31, 2022, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 282,433 771,041 455,389 Dilutive per share amounts are computed using the weighted-average number of shares of common stock outstanding and potentially dilutive securities, using the treasury stock method, if their effect would be dilutive. |
New Accounting Pronouncements | New Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information for credit loss estimates on certain types of financial instruments, including trade receivables. In addition, new disclosures are required. The ASU, as subsequently amended, is effective for the Company for fiscal years beginning after December 15, 2022, as the Company was a smaller reporting company as of November 15, 2019, the determination date. We adopted ASU 2016-13 on January 1, 2023. Based on the composition of the Company’s accounts receivable, and other financial assets, including current market conditions and historical credit loss activity, the adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures. Specifically, the Company’s estimate of expected credit losses as of March 31, 2023, using its expected credit loss evaluation process described above, resulted in no adjustments to the provision for credit losses and no cumulative-effect adjustment to accumulated deficit on the adoption date of the standard. Management reviewed currently issued pronouncements during the three months ended March 31, 2023, and believes that any recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE | SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE Three Months Ended (In thousands, except number of projects) March 31, 2023 March 31, 2022 Increase in revenue from net changes in transaction prices $ - $ 457 Increase (decrease) in revenue from net changes in input cost estimates (165 ) (461 ) Net increase (decrease) in revenue from net changes in estimates $ (165 ) $ (4 ) Number of projects 1 3 Net change in estimate as a percentage of aggregate revenue for associated projects (42.4 )% (0.1 )% |
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES | SCHEDULE OF CONTRACT ASSETS AND LIABILITIES As of (In thousands) March 31, 2023 December 31, 2022 Contract Assets $ 18,834 $ 20,699 Contract Liabilities 22,710 24,960 |
SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS | SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS Project Revenue Category Expected Years Revenue Average Percentage of Various Projects EPC services 2023 - 2024 47.0 % |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table represents a disaggregation of revenue by customer type from contracts with customers for the three months ended March 31, 2023 and 2022: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Three Months Ended March 31, 2023 2022 Residential $ 30,073 $ 26,999 Commercial 2,731 2,788 Public Works 5,095 1,409 Total $ 37,899 $ 31,196 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT | Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the three months ended March 31, 2023 and 2022. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT Residential Commercial Corporate Total Three Months Ended March 31, 2023 Residential Commercial Corporate Total Net revenue $ 30,007 $ 7,892 $ - $ 37,899 Cost of goods sold 18,434 7,538 - 25,972 Gross profit 11,573 354 11,927 Operating expenses Selling and marketing 11,330 681 165 12,176 General and administrative 5,292 1,623 1,836 8,751 Segment loss (5,049 ) (1,950 ) (2,001 ) (9,000 ) Stock-based compensation 19 33 392 444 Depreciation and amortization 623 - - 623 Operating loss $ (5,691 ) $ (1,983 ) $ (2,393 ) $ (10,067 ) Residential Solar Commercial Solar Corporate Total Three Months Ended March 31, 2022 Residential Solar Commercial Solar Corporate Total Net revenue $ 26,394 $ 4,802 $ - $ 31,196 Cost of goods sold 14,012 4,012 - 18,024 Gross profit 12,382 790 13,172 Operating expenses Selling and marketing 11,132 851 246 12,229 General and administrative 3,770 1,468 1,572 6,810 Segment loss (2,520 ) (1,529 ) (1,818 ) (5,867 ) Stock-based compensation 705 35 544 1,284 Depreciation and amortization 1,049 1 - 1,050 Operating loss $ (4,274 ) $ (1,565 ) $ (2,362 ) $ (8,201 ) Assets by operating segment are as follows: March 31, 2023 Operating Segment: Residential Solar $ 88,645 Commercial Solar 16,300 Corporate 3,694 Total Consolidated Assets $ 108,639 |
RIGHT-OF-USE OPERATING LEASES (
RIGHT-OF-USE OPERATING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Right-of-use Operating Leases | |
SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION | Supplemental balance sheet information related to leases is as follows: SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION March 31, 2023 (in thousands) Operating lease right-of-use assets $ 2,645 Operating lease liabilities, current portion 1,136 Operating lease liabilities, net of current portion 1,509 Total operating lease liabilities $ 2,645 |
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 – Remainder of Year $ 972 2024 755 2025 582 2026 527 2027 43 Total lease payments $ 2,879 Less: imputed interest 234 Total $ 2,645 |
RIGHT-OF-USE FINANCE LEASES (Ta
RIGHT-OF-USE FINANCE LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Right-of-use Finance Leases | |
SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION | Supplemental balance sheet information related to finance leases is as follows: SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION March 31, 2023 (in thousands) Finance lease right-of-use asset cost $ 4,881 Finance lease right-of-use accumulated amortization (1,298 ) Finance lease right of use asset, net $ 3,583 Finance lease obligation, current portion $ 870 Finance lease obligation, net of current portion 2,333 Total finance lease obligation $ 3,203 |
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 March 31, 2023 (in thousands) Remainder of 2023 $ 834 2024 983 2025 960 2026 751 2027 150 Total lease payments $ 3,678 Less: imputed interest 475 Total $ 3,203 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The Company’s intangible assets at March 31, 2023 consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization Cost Accumulated Net carrying Trademarks 10 $ 5,200 $ (1,040 ) $ 4,160 Backlog of projects 9 2,000 (2,000 ) - Covenant not-to-compete 3 2,400 (1,600 ) 800 Software (included in property and equipment) 3 3,400 (2,267 ) 1,133 Dealer relationships 18 2,600 (2,600 ) - $ 15,600 $ (9,507 ) $ 6,093 |
SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS | Amortization expenses for intangible assets for the three months ended March 31, 2023 was as follows: SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS For the Three Months March 31, 2023 Trademarks $ 130 Covenant not-to-compete 200 Software 283 Amortization expenses for intangible assets $ 613 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS | Estimated future amortization expense for the Company’s intangible assets as of March 31, 2023 is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Years ending December 31, Remainder of 2023 $ 1,840 2024 $ 1,003 2025 $ 520 2026 $ 520 2027 $ 520 Thereafter $ 1,690 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTIONS ACTIVITY | A summary of the Company’s stock option activity and related information follows: SUMMARY OF STOCK OPTIONS ACTIVITY March 31, 2023 Weighted Number Average of Exercise Options Price Outstanding, at December 31, 2022 211,720 $ 11.66 Granted - - Exercised - - Forfeited - - Expired - - Outstanding and expected to vest as of March 31, 2023 211,720 $ 11.66 Exercisable at March 31, 2023 211,720 $ 11.66 Weighted average fair value of options granted during period $ - |
SUMMARY OF SHARES AUTHORIZED UNDER STOCK OPTIONS PLANS, BY EXERCISE PRICE RANGE | The following summarizes the options to purchase shares of the Company’s common stock which were outstanding at March 31, 2023: SUMMARY OF SHARES AUTHORIZED UNDER STOCK OPTIONS PLANS, BY EXERCISE PRICE RANGE Weighted Average Remaining Exercisable Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 8.68 7,142 7,142 0.12 $ 7.63 2,142 2,142 0.16 $ 3.07 3,071 2,730 1.38 $ 2.52 4,365 3,172 1.51 $ 12.15 195,000 195,000 3.04 211,720 211,720 |
SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY | The following table summarizes the Company’s restricted stock unit activity during the three months ended March 31, 2023: SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY March 31, 2023 Weighted Number Of Grant Date Value per Unvested, beginning December 31, 2022 561,136 $ 3.80 Granted 403,536 $ 2.37 Vested (104,268 ) $ 3.69 Forfeited (14,137 ) $ 3.35 Unvested at the end of March 31, 2023 846,267 $ 3.14 |
SCHEDULE OF CHANGES IN ESTIMATE
SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) Projects | Mar. 31, 2022 USD ($) Projects | |
Accounting Policies [Abstract] | ||
Increase in revenue from net changes in transaction prices | $ 457 | |
Increase (decrease) in revenue from net changes in input cost estimates | (165) | (461) |
Net increase (decrease) in revenue from net changes in estimates | $ (165) | $ (4) |
Number of projects | Projects | 1 | 3 |
Net change in estimate as a percentage of aggregate revenue for associated projects | (42.40%) | (0.10%) |
SCHEDULE OF CONTRACT ASSETS AND
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Contract Assets | $ 18,834 | $ 20,699 |
Contract Liabilities | $ 22,710 | $ 24,960 |
SCHEDULE OF REVENUE RECOGNIZE U
SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Project | Various Projects |
Revenue Category | EPC services |
Expected Year Revenue Recognition Will Be Completed | 2023 - 2024 |
Average Percentage of Revenue Recognized | 47% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
May 04, 2023 | Jun. 01, 2022 | Jan. 27, 2021 | Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||||
Accumulated deficit | $ 149,861,000 | $ 143,471,000 | ||||||
Net income loss | 6,390,000 | $ 8,207,000 | ||||||
Common stock, shares issues | 1,394,743 | |||||||
Gross proceeds | $ 1,751,000 | 142,000 | 7,814,000 | |||||
Future offerings amount | $ 17,600,000 | |||||||
[custom:EmployeeRetentionTaxCreditReceivableNet-0] | 5,055,000 | |||||||
Depreciation and amortization | 623,000 | 1,050,000 | ||||||
General and administrative expense | 8,751,000 | 6,810,000 | ||||||
Revenue impact cost | 100,000 | |||||||
Revenue recognised | $ 2,459,000 | $ 1,403,000 | ||||||
Equity Option [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Potentially dilutive securities | 211,720 | 282,433 | ||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Potentially dilutive securities | 846,267 | 771,041 | ||||||
Performance Shares [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Potentially dilutive securities | 1,634,546 | 455,389 | ||||||
Previously Reported [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation and amortization | $ 233,000 | |||||||
General and administrative expense | $ 627,000 | |||||||
Employee Retention Credit [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 70% | |||||||
Maximum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Net proceeds after issuance cost | $ 75,000,000 | $ 100,000,000 | ||||||
Employee Retention Credit [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Payments to Employees | $ 10,000,000 | |||||||
[custom:EmployeeRetentionTaxCreditReceivableNet-0] | $ 5,055,000 | |||||||
[custom:EmployeeRetentionTaxCreditDescription] | as of March 31, 2023, and is included in the “Employee retention tax credit receivable, net” line item in the Company’s condensed consolidated balance sheet at March 31, 2023. The net benefit is also recorded “Other income, net” in the Company’s condensed consolidated statement of operations. | |||||||
Commercial Solar Enegry Inc and Sunworks United Inc [Member] | Factoring Agreement [Member] | Subsequent Event [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Accounts receivable purchase percentage | 80% | |||||||
Accounts receivable | $ 10,000,000 | |||||||
Accounts Receivable, after Allowance for Credit Loss, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | |||||||
Commercial Solar Enegry Inc and Sunworks United Inc [Member] | Factoring Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Accounts receivable purchase percentage | 18.40% |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 37,899 | $ 31,196 |
Residential [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 30,073 | 26,999 |
Commercial [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 2,731 | 2,788 |
Public Works [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 5,095 | $ 1,409 |
SCHEDULE OF SEGMENT REPORTING I
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Net revenue | $ 37,899 | $ 31,196 | |
Cost of goods sold | 25,972 | 18,024 | |
Gross profit | 11,927 | 13,172 | |
Operating expenses | |||
Selling and marketing | 12,176 | 12,229 | |
General and administrative | 8,751 | 6,810 | |
Stock-based compensation | 444 | 1,284 | |
Depreciation and amortization | 623 | 1,050 | |
Operating loss | (10,067) | (8,201) | |
Total Consolidated Assets | 108,639 | $ 119,940 | |
Segment Reporting [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 37,899 | 31,196 | |
Cost of goods sold | 25,972 | 18,024 | |
Gross profit | 11,927 | 13,172 | |
Operating expenses | |||
Selling and marketing | 12,176 | 12,229 | |
General and administrative | 8,751 | 6,810 | |
Segment loss | (9,000) | (5,867) | |
Stock-based compensation | 444 | 1,284 | |
Depreciation and amortization | 623 | 1,050 | |
Operating loss | (10,067) | (8,201) | |
Segment Reporting [Member] | Residential Solar [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 30,007 | 26,394 | |
Cost of goods sold | 18,434 | 14,012 | |
Gross profit | 11,573 | 12,382 | |
Operating expenses | |||
Selling and marketing | 11,330 | 11,132 | |
General and administrative | 5,292 | 3,770 | |
Segment loss | (5,049) | (2,520) | |
Stock-based compensation | 19 | 705 | |
Depreciation and amortization | 623 | 1,049 | |
Operating loss | (5,691) | (4,274) | |
Segment Reporting [Member] | Commercial Solar [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 7,892 | 4,802 | |
Cost of goods sold | 7,538 | 4,012 | |
Gross profit | 354 | 790 | |
Operating expenses | |||
Selling and marketing | 681 | 851 | |
General and administrative | 1,623 | 1,468 | |
Segment loss | (1,950) | (1,529) | |
Stock-based compensation | 33 | 35 | |
Depreciation and amortization | 1 | ||
Operating loss | (1,983) | (1,565) | |
Segment Reporting [Member] | Corporate Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | |||
Cost of goods sold | |||
Operating expenses | |||
Selling and marketing | 165 | 246 | |
General and administrative | 1,836 | 1,572 | |
Segment loss | (2,001) | (1,818) | |
Stock-based compensation | 392 | 544 | |
Depreciation and amortization | |||
Operating loss | (2,393) | $ (2,362) | |
Residential Solar [Member] | |||
Operating expenses | |||
Total Consolidated Assets | 88,645 | ||
Commercial Solar [Member] | |||
Operating expenses | |||
Total Consolidated Assets | 16,300 | ||
Corporate Segment [Member] | |||
Operating expenses | |||
Total Consolidated Assets | $ 3,694 |
SCHEDULE OF OPERATING LEASES SU
SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Right-of-use Operating Leases | ||
Operating lease right-of-use assets | $ 2,645 | $ 2,779 |
Operating lease liabilities, current portion | 1,136 | 1,098 |
Operating lease liabilities, net of current portion | 1,509 | $ 1,681 |
Total operating lease liabilities | $ 2,645 |
SCHEDULE OF MATURITIES FOR OPER
SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Right-of-use Operating Leases | |
2023 – Remainder of Year | $ 972 |
2024 | 755 |
2025 | 582 |
2026 | 527 |
2027 | 43 |
Total lease payments | 2,879 |
Less: imputed interest | 234 |
Total | $ 2,645 |
RIGHT-OF-USE OPERATING LEASES_2
RIGHT-OF-USE OPERATING LEASES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating lease, expense | $ 597 | $ 427 |
Operating lease, payments | 597 | 427 |
Operating lease right of use asset amortization expenses | $ 348 | |
Short term lease cost | $ 597 | |
Operating lease, weighted average remaining lease term | 3 years 1 month 6 days | |
Operating lease, weighted average discount rate, percent | 4.70% | |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Right-of-use Finance Leases | ||
Finance lease right-of-use asset cost | $ 4,881 | |
Finance lease right-of-use accumulated amortization | (1,298) | |
Finance lease right of use asset, net | 3,583 | $ 2,487 |
Finance lease obligation, current portion | 870 | 631 |
Finance lease obligation, net of current portion | 2,333 | $ 1,470 |
Total finance lease obligation | $ 3,203 |
SCHEDULE OF MATURITIES FOR FINA
SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Right-of-use Finance Leases | |
Remainder of 2023 | $ 834 |
2024 | 983 |
2025 | 960 |
2026 | 751 |
2027 | 150 |
Total lease payments | 3,678 |
Less: imputed interest | 475 |
Total | $ 3,203 |
RIGHT-OF-USE FINANCE LEASES (De
RIGHT-OF-USE FINANCE LEASES (Details Narrative) | Mar. 31, 2023 |
Finance lease, weighted average remaining lease term | 2 years 8 months 12 days |
Finance lease, weighted average discount rate, percent | 7.20% |
Minimum [Member] | |
Operating lease, term | 1 year |
Maximum [Member] | |
Operating lease, term | 4 years |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | $ 15,600 |
Intangible assets, Accumulated amortization | (9,507) |
Intangible assets, Net carrying value | $ 6,093 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 10 years |
Finite-Lived Intangible Assets, Gross | $ 5,200 |
Intangible assets, Accumulated amortization | (1,040) |
Intangible assets, Net carrying value | $ 4,160 |
Backlog of Projects [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 9 months |
Finite-Lived Intangible Assets, Gross | $ 2,000 |
Intangible assets, Accumulated amortization | (2,000) |
Intangible assets, Net carrying value | |
Covenant Not-to-Compete [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 3 years |
Finite-Lived Intangible Assets, Gross | $ 2,400 |
Intangible assets, Accumulated amortization | (1,600) |
Intangible assets, Net carrying value | $ 800 |
Software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 3 years |
Finite-Lived Intangible Assets, Gross | $ 3,400 |
Intangible assets, Accumulated amortization | (2,267) |
Intangible assets, Net carrying value | $ 1,133 |
Dealer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Amortization periods | 18 months |
Finite-Lived Intangible Assets, Gross | $ 2,600 |
Intangible assets, Accumulated amortization | (2,600) |
Intangible assets, Net carrying value |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization expenses for intangible assets | $ 613 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization expenses for intangible assets | 130 |
Covenant Not-to-Compete [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization expenses for intangible assets | 200 |
Software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization expenses for intangible assets | $ 283 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 1,840 |
2024 | 1,003 |
2025 | 520 |
2026 | 520 |
2027 | 520 |
Thereafter | $ 1,690 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Depreciation and amortization expense | $ 950 | $ 1,283 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Jun. 08, 2022 | Jun. 01, 2022 | Oct. 21, 2021 | Jan. 27, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Gross proceeds from sale of stock | $ 142 | $ 7,814 | ||||
Maximum [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate placement shares | $ 75,000 | $ 100,000 | ||||
Roth Sales Agreement [Member] | Maximum [Member] | 2021 Placement Shares [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate placement shares | $ 25,000 | |||||
Roth/Northland Sales Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate placement shares | $ 26,800 | |||||
Roth/Northland Sales Agreement [Member] | 2021 Placement Shares [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 100,000 | 2,757,830 | ||||
Gross proceeds from sale of stock | $ 144 | $ 7,974 | ||||
Share price | $ 1.44 | $ 2.89 | ||||
Net proceeds after issuance cost | $ 142 | $ 7,814 | ||||
Sale of stock, price per share net | $ 1.42 | $ 2.83 |
SUMMARY OF STOCK OPTIONS ACTIVI
SUMMARY OF STOCK OPTIONS ACTIVITY (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of Options Outstanding, Beginning balance | shares | 211,720 |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 11.66 |
Number of Options, Granted | shares | |
Weighted Average Exercise Price, Granted | |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | |
Number of Options, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | |
Number of Options, Expired | shares | |
Weighted Average Exercise Price, Expired | |
Number of Options Outstanding, Ending balance | shares | 211,720 |
Weighted Average Exercise Price Outstanding, Ending balance | $ 11.66 |
Number of Options Exercisable, Ending balance | shares | 211,720 |
Weighted Average Exercise Price Exercisable, Ending balance | $ 11.66 |
Weighted Average Exercise Price, Weighted average fair value of options granted |
SUMMARY OF SHARES AUTHORIZED UN
SUMMARY OF SHARES AUTHORIZED UNDER STOCK OPTIONS PLANS, BY EXERCISE PRICE RANGE (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding | 211,720 |
Stock Options Exercisable | 211,720 |
Exercise Price One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 8.68 |
Stock Options Outstanding | 7,142 |
Stock Options Exercisable | 7,142 |
Weighted Average Remaining Contractual Life (years) | 1 month 13 days |
Exercise Price Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 7.63 |
Stock Options Outstanding | 2,142 |
Stock Options Exercisable | 2,142 |
Weighted Average Remaining Contractual Life (years) | 1 month 28 days |
Exercise Price Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 3.07 |
Stock Options Outstanding | 3,071 |
Stock Options Exercisable | 2,730 |
Weighted Average Remaining Contractual Life (years) | 1 year 4 months 17 days |
Exercise Price Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 2.52 |
Stock Options Outstanding | 4,365 |
Stock Options Exercisable | 3,172 |
Weighted Average Remaining Contractual Life (years) | 1 year 6 months 3 days |
Exercise Price Five [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 12.15 |
Stock Options Outstanding | 195,000 |
Stock Options Exercisable | 195,000 |
Weighted Average Remaining Contractual Life (years) | 3 years 14 days |
SUMMARY OF RESTRICTED STOCK UNI
SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Unvested, Beginning | shares | 561,136 |
Weighted Average Grant Date Value, Unvested, Beginning | $ / shares | $ 3.80 |
Number of Shares, Granted | shares | 403,536 |
Weighted Average Grant Date Value, Granted | $ / shares | $ 2.37 |
Number of Shares, Vested | shares | (104,268) |
Weighted Average Grant Date Value, Vested | $ / shares | $ 3.69 |
Number of Shares, Forfeited | shares | (14,137) |
Weighted Average Grant Date Value, Forfeited | $ / shares | $ 3.35 |
Number of Shares Unvested, Ending | shares | 846,267 |
Weighted Average Grant Date Value, Unvetsed, Ending | $ / shares | $ 3.14 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock options outstanding | 211,720 | 211,720 | |
Options exercise price | $ 11.66 | $ 11.66 | |
Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock options outstanding | 211,720 | ||
Vesting term | 5 years | ||
Options aggregrate intrinsic value | $ 0 | $ 0 | |
Share price | $ 1.44 | $ 1.58 | |
Stock based compensation expenses | $ 0 | $ 671 | |
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] | |||
Stock based compensation expenses | $ 444 | $ 1,284 | |
Stock issuable upon achieving goals | 1,634,546 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
May 22, 2023 | May 04, 2023 | Apr. 21, 2023 | Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Event [Line Items] | ||||||
Common stock, shares issues | 1,394,743 | |||||
Issuance of Common stock | $ 142,000 | $ 7,814,000 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of Common stock | $ 1,607,000 | |||||
SharePrice | $ 1.24 | |||||
Issuance of Common stock | $ 1,548,000 | |||||
SharePrice | $ 1.20 | |||||
Subsequent Event [Member] | Trade Purchase Arrangement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from trade purchase | $ 5,738 | |||||
Subsequent Event [Member] | Commercial Solar Enegry Inc and Sunworks United Inc [Member] | Factoring Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Accounts receivable purchase percentage | 80% | |||||
Accounts receivable | $ 10,000,000 | |||||
Accounts Receivable, after Allowance for Credit Loss, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | |||||
Subsequent Event [Member] | Commercial Solar Enegry Inc and Sunworks United Inc [Member] | Factoring Agreement [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Accounts receivable purchase percentage | 18.40% | |||||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares issues | 100,000 | 2,757,830 | ||||
Common Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares issues | 1,294,743 |