Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 06, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-52898 | |
Entity Registrant Name | urban-gro, Inc. | |
Entity Central Index Key | 0001706524 | |
Entity Tax Identification Number | 46-5158469 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1751 Panorama Point | |
Entity Address, Address Line Two | Unit G | |
Entity Address, City or Town | Lafayette | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80026 | |
City Area Code | (720) | |
Local Phone Number | 390-3880 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | UGRO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,512,515 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 50,444,738 | $ 184,469 |
Accounts receivable, net | 2,977,167 | 915,052 |
Inventories | 627,276 | 537,104 |
Related party receivable | 5,626 | 61,678 |
Prepayments and other assets | 6,212,891 | 3,547,068 |
Total current assets | 60,267,698 | 5,245,371 |
Non-current assets: | ||
Property and equipment, net | 96,734 | 129,444 |
Operating lease right of use assets, net | 22,222 | 88,889 |
Investments | 1,710,358 | 1,710,358 |
Goodwill | 902,067 | 902,067 |
Other assets | 83,936 | 84,514 |
Total non-current assets | 2,815,317 | 2,915,272 |
Total assets | 63,083,015 | 8,160,643 |
Current liabilities: | ||
Accounts payable | 2,265,840 | 653,998 |
Accrued expenses | 1,971,405 | 1,798,494 |
Deposits | 9,354,279 | 4,878,863 |
Notes payable | 1,854,500 | |
Revolving Facility | 3,403,143 | |
Term Loan, net | 1,868,320 | |
Operating lease liabilities | 22,222 | 88,889 |
Total current liabilities | 13,613,746 | 14,546,207 |
Non-current liabilities: | ||
Notes payable | 1,020,600 | |
Total non-current liabilities | 1,020,600 | |
Total liabilities | 13,613,746 | 15,566,807 |
Shareholders’ equity (deficit): | ||
Preferred stock, $0.10 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 11,222,914 issued and 10,820,019 outstanding as of June 30, 2021, and 4,718,714 shares issued and outstanding as of December 31, 2020 | 11,223 | 4,719 |
Additional paid in capital | 75,227,775 | 14,553,438 |
Treasury shares, cost basis: 402,895 shares as of June 30, 2021 | (3,474,270) | |
Accumulated deficit | (22,295,459) | (21,964,321) |
Total shareholders’ equity (deficit) | 49,469,269 | (7,406,164) |
Total liabilities and shareholders’ equity (deficit) | $ 63,083,015 | $ 8,160,643 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 11,222,914 | 4,718,714 |
Common Stock, Shares, Outstanding | 10,820,019 | 4,718,714 |
Treasury Stock, Shares | 402,895 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | ||||
Total Revenue | $ 12,831,297 | $ 4,005,264 | $ 24,865,653 | $ 8,266,267 |
Cost of Revenue | 9,908,913 | 2,811,812 | 19,302,626 | 5,959,327 |
Gross profit | 2,922,384 | 1,193,452 | 5,563,027 | 2,306,940 |
Operating expenses: | ||||
General and administrative | 2,400,828 | 1,560,499 | 4,597,835 | 3,655,907 |
Stock-based compensation | 299,602 | 559,904 | 590,407 | 992,549 |
Total operating expenses | 2,700,430 | 2,120,403 | 5,188,242 | 4,648,456 |
Income (loss) from operations | 221,954 | (926,951) | 374,784 | (2,341,516) |
Non-operating income (expenses): | ||||
Interest expense | (4,624) | (365,709) | (322,067) | (664,343) |
Interest expense – beneficial conversion of notes payable | (636,075) | |||
Loss on extinguishment of debt | (790,723) | |||
Impairment of investment | (310,000) | (310,000) | ||
PPP Loan Forgiveness | 1,032,316 | 1,032,316 | ||
Other income | 7,798 | 32,690 | 10,626 | 50,258 |
Total non-operating income (expenses) | 1,035,490 | (643,019) | (705,923) | (924,085) |
Income (loss) before income taxes | 1,257,444 | (1,569,970) | (331,138) | (3,265,601) |
Income tax expense (benefit) | ||||
Net income (loss) | 1,257,444 | (1,569,970) | (331,138) | (3,265,601) |
Comprehensive income (loss) | $ 1,257,444 | $ (1,569,970) | $ (331,138) | $ (3,265,601) |
Earnings (loss) per share: | ||||
Earnings (loss) per share - basic | $ 0.11 | $ (0.33) | $ (0.03) | $ (0.69) |
Earnings (loss) per share - dilutive | $ 0.11 | $ (0.33) | $ (0.03) | $ (0.69) |
Weighted average share - basic | 11,220,580 | 4,792,462 | 9,535,630 | 4,765,047 |
Weighted average shares - dilutive | 11,725,282 | 4,792,462 | 9,535,630 | 4,765,047 |
Equipment Systems [Member] | ||||
Revenue | ||||
Total Revenue | $ 12,179,316 | $ 3,108,162 | $ 23,524,066 | $ 6,589,747 |
Consumable Products [Member] | ||||
Revenue | ||||
Total Revenue | 363,574 | 270,434 | 792,667 | 635,186 |
Services [Member] | ||||
Revenue | ||||
Total Revenue | $ 288,407 | $ 626,668 | $ 548,920 | $ 1,041,334 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 4,702 | $ 11,877,590 | $ (16,890,626) | $ (5,008,334) | |
Beginning balance, shares at Dec. 31, 2019 | 4,701,552 | ||||
Stock-based compensation | 992,549 | 992,549 | |||
Stock grant program vesting | $ 20 | (20) | |||
Stock grant program vesting, shares | 20,278 | ||||
Clawback of stock granted | $ (17) | 17 | |||
Claw back of stock granted, shares | (16,667) | ||||
Stock issued loan revisions | $ 16 | 99,984 | 100,000 | ||
Stock issued loan revisions, shares | 16,667 | ||||
Stock issuance related to debt | $ 83 | 499,917 | 500,000 | ||
Stock issuance related to debt, shares | 83,333 | ||||
Warrant issuance related to debt | 76,822 | 76,822 | |||
Net income (loss) | (3,265,601) | (3,265,601) | |||
Ending balance, value at Jun. 30, 2020 | $ 4,805 | 13,546,858 | (20,156,227) | (6,604,564) | |
Ending balance, shares at Jun. 30, 2020 | 4,805,163 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 4,785 | 12,986,974 | (18,586,257) | (5,594,498) | |
Beginning balance, shares at Mar. 31, 2020 | 4,784,885 | ||||
Stock-based compensation | 559,904 | 559,904 | |||
Stock grant program vesting | $ 20 | (20) | |||
Stock grant program vesting, shares | 20,278 | ||||
Net income (loss) | (1,569,970) | (1,569,970) | |||
Ending balance, value at Jun. 30, 2020 | $ 4,805 | 13,546,858 | (20,156,227) | (6,604,564) | |
Ending balance, shares at Jun. 30, 2020 | 4,805,163 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 4,719 | 14,553,438 | (21,964,321) | (7,406,164) | |
Beginning balance, shares at Dec. 31, 2020 | 4,718,714 | ||||
Stock-based compensation | 590,407 | 590,407 | |||
Stock grant program vesting | $ 17 | (17) | |||
Stock grant program vesting, shares | 16,586 | ||||
Beneficial conversion feature | 636,075 | 636,075 | |||
Conversion of Bridge Financing | $ 254 | 1,907,971 | 1,908,225 | ||
Conversion of Bridge Financing, shares | 254,425 | ||||
Stock issued with exercise of warrants | $ 18 | 9,978 | 9,996 | ||
Stock issued with exercise of warrants,shares | 18,412 | ||||
Stock issuance related to offering, net of offering costs of $4,596,257 | $ 6,210 | 57,497,533 | 57,503,743 | ||
Stock issuance related to offering, net, of offering costs of $4,400,683 shares | 6,210,000 | ||||
Common stock repurchased | (3,474,270) | (3,474,270) | |||
Stock Options Exercised | $ 5 | 32,390 | $ 32,395 | ||
Stock Option Exercised, shares | 4,777 | 4,777 | |||
Net income (loss) | (331,138) | $ (331,138) | |||
Ending balance, value at Jun. 30, 2021 | $ 11,223 | 75,227,775 | (22,295,459) | (3,474,270) | 49,469,269 |
Ending balance, shares at Jun. 30, 2021 | 11,222,914 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 11,218 | 75,091,357 | (23,552,903) | (2,975,000) | 48,574,672 |
Beginning balance, shares at Mar. 31, 2021 | 11,218,137 | ||||
Stock-based compensation | 299,602 | 299,602 | |||
Stock issuance related to offering, net of offering costs of $4,596,257 | (195,574) | (195,574) | |||
Stock issuance related to offering, net, of offering costs of $4,400,683 shares | |||||
Common stock repurchased | (499,270) | (499,270) | |||
Stock Options Exercised | $ 5 | 32,390 | 32,395 | ||
Stock Option Exercised, shares | 4,777 | ||||
Net income (loss) | 1,257,444 | 1,257,444 | |||
Ending balance, value at Jun. 30, 2021 | $ 11,223 | $ 75,227,775 | $ (22,295,459) | $ (3,474,270) | $ 49,469,269 |
Ending balance, shares at Jun. 30, 2021 | 11,222,914 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Deficit) (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Net of offering costs of | $ 195,574 | $ 4,596,257 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (331,138) | $ (3,265,601) |
Adjustments to reconcile net loss from operations: | ||
Depreciation and amortization | 109,625 | 120,410 |
Amortization of deferred financing costs | 103,632 | 203,721 |
Loss on extinguishment of debt | 790,723 | |
Interest on convertible notes | 53,725 | |
Stock-based compensation expense | 590,407 | 992,549 |
Beneficial conversion of Bridge notes | 636,075 | |
Impairment of investment | 310,000 | |
Gain on disposal of assets | 3,468 | |
Inventory write-offs | 26,792 | 25,528 |
Bad debt expense | 28,248 | 25,239 |
PPP loan forgiveness | (1,032,316) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,034,311) | 613,723 |
Inventories | (116,964) | (324,981) |
Prepayments and other assets | (3,732,753) | (158,687) |
Accounts payable and accrued expenses | 1,729,802 | (2,149,312) |
Deposits | 4,475,416 | 441,518 |
Net Cash Provided By (Used In) Operating Activities | 1,296,963 | (3,162,425) |
Cash Flows from Investing Activities | ||
Purchases of property and equipment | (9,670) | (85,331) |
Net Cash Used In Investing Activities | (9,670) | (85,331) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of Revolving Facility | 2,207,432 | |
Proceeds from issuance of Term Loan | 2,000,000 | |
Proceeds from Revolving Facility advances | 1,205,525 | |
Repurchase of Common Stock | (3,474,270) | |
Proceeds from issuance of Common Stock, net of offering costs | 58,203,091 | |
Long-term note payable | 1,020,600 | |
Debt financing costs | (545,501) | |
Repayment of debt | (5,755,845) | (2,686,522) |
Net Cash Provided by Financing Activities | 48,972,976 | 3,201,534 |
Net Increase in Cash | 50,260,269 | (46,222) |
Cash at Beginning of Period | 184,469 | 448,703 |
Cash at End of Period | 50,444,738 | 402,481 |
Supplemental Cash Flow Information: | ||
Interest Paid | 218,435 | 664,343 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Debt financing costs booked in equity | 676,822 | |
PPP Loan Forgiveness | $ 1,032,316 |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 – GENERAL Organization urban-gro, Inc. (“we,” “us,” “our,” the “Company,” or “urban-gro”) is a leading architectural, engineering and design services company focused on the sustainable commercial indoor horticulture market. We engineer and design indoor controlled environment agriculture (“CEA”) facilities and then integrate complex environmental equipment systems into those facilities. Through this work, we create high-performance indoor cultivation facilities for our clients to grow specialty crops, including leafy greens, vegetables, herbs, and plant-based medicines. Our custom-tailored approach to design, procurement, and equipment integration provides a single point of accountability across all aspects of indoor growing operations. We also help our clients achieve operational efficiency and economic advantages through a full spectrum of professional services and programs focused on facility optimization and environmental health which establish facilities that allow clients to manage, operate and perform at the highest level throughout their entire cultivation lifecycle once they are up and running. We aim to work with our clients from inception of their project in a way that provides value throughout the life of their facility. We are a trusted partner and advisor to our clients and offer a complete set of engineering and managed services complemented by a vetted suite of select cultivation equipment systems. Basis of Presentation These consolidated financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). On December 31, 2020, we effected a 1-for-6 reverse stock split Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are available to be issued. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Condensed Consolidated Financial Statements The Company has prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the SEC for condensed financial reporting. The condensed consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of shareholders’ deficit and condensed consolidated statements of cash flows for the periods presented. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in the Company’s 2020 Form 10-K. During the six months ended June 30, 2021, there were no material changes made to the Company’s significant accounting policies. Use of Estimates In preparing condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of long-lived assets and goodwill, inventory write offs, allowance for deferred tax assets, and allowance for bad debt. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Recently Issued Accounting Pronouncements From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s financial statements upon adoption. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS Cloud 9 Support, LLC (“Cloud 9”), a company owned by James Lowe, a director and shareholder, purchases materials from the Company. Total sales to Cloud 9 from the Company were $ 93,205 and $ 247,157 for the six months ended June 30, 2021, and 2020, respectively, and $ 79,199 and $ 114,285 during the three months ended June 30, 2021 and 2020, respectively. Outstanding receivables from Cloud 9 as of June 30, 2021 and December 31, 2020 totaled $ 5,626 and $ 61,678 , respectively. In October 2018, we issued a $ 1,000,000 April 30, 2019 12,500 12 5,000 7.20 five years 9 1,667 On February 21, 2020, we entered into an agreement to amend the James Lowe Note to extend the maturity date therein from December 31, 2019 to the date which is the earlier of 60 days following the date: (a) on which demand for repayment is made by the lenders under the Credit Agreement, as described in Note 9, (which is now only applicable in the case of an event of default under the Credit Agreement because of the removal of the demand feature pursuant to the First Amendment to the Credit Agreement); or (b) which is the maturity date under the Credit Agreement. In addition, on February 25, 2020, the Company entered into a subordination, postponement and standstill agreement with Cloud9 Support (the “Subordination Agreement”) pursuant to which Cloud 9 Support agreed to postpone and subordinate all payments due under the promissory note until the facilities under the Credit Agreement have been fully and finally repaid. The term for the Subordination Agreement will continue in force as long as the Company is indebted to the agent or lenders under the Credit Agreement. In consideration for Cloud9 Support’s agreement to extend the maturity date of the promissory note and to enter into the Subordination Agreement, we issued 16,667 On December 15, 2020, James Lowe agreed to convert the $ 1,000,000 4,500 12 137,940 |
PREPAYMENTS AND OTHER ASSETS
PREPAYMENTS AND OTHER ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAYMENTS AND OTHER ASSETS | NOTE 4 – PREPAYMENTS AND OTHER ASSETS Prepayments and other assets are comprised of prepayments paid to vendors to initiate orders and prepaid services and fees. The prepaid balances are summarized as follows: SCHEDULE OF PREPAID BALANCES June 30, December 31, 2021 2020 Vendor prepayments $ 5,699,972 $ 2,676,493 Prepaid services and fees 512,919 365,931 Deferred financing asset (See Note 9 - Debt) - 504,644 Prepayments and other assets $ 6,212,891 $ 3,547,068 |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | NOTE 5 – INVESTMENTS The Company has a strategic investment in Edyza, Inc. (“Edyza”), a hardware and software technology company that enables dense sensor networks in agriculture, healthcare, and other environments that require precise micro-climate monitoring. The Company measures this investment at cost, less any impairment changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The balance as of June 30, 2021 and December 31, 2020 was $ 1,710,358 |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 6 – GOODWILL The Company recorded goodwill in conjunction with the initial acquisition of Impact Engineering, Inc. (“Impact”) on March 7, 2019. The goodwill balance as of June 30, 2021 and December 31, 2020 is $ 902,067 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 7 – ACCRUED EXPENSES Accrued expenses are summarized as follows: SCHEDULE OF ACCRUED EXPENSES June 30, December 31, 2021 2020 Accrued operating expenses $ 588,276 $ 717,503 Accrued wages and related expenses 661,696 408,907 Accrued interest expense - 99,258 Accrued sales tax payable 721,433 572,826 Accrued expenses $ 1,971,405 $ 1,798,494 Accrued sales tax payable is comprised of amounts due to various states and Canadian provinces for 2015 through 2020. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE The following is a summary of notes payable excluding related party notes payable: SCHEDULE OF NOTES PAYABLE June 30, December 31, 2021 2020 Paycheck Protection Program (“PPP”) loan entered into on April 16, 2020. The Company applied for and has been notified that the full amount of the loan, which was used for eligible expenditures for payroll and other expenses described in the CARES Act was forgiven on June 11, 2021. $ - 1,020,600 Convertible notes related to bridge financing. See Bridge Financing Notes below. - 1,854,500 Total - 2,875,100 Less current maturities - (1,854,500 ) Long Term $ - $ 1,020,600 During the fourth quarter of 2020 the Company entered into bridge financing notes (the “Bridge Financing Notes”) totaling $ 1,854,500 1,004,500 350,000 500,000 12 2,500,000 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 9 – DEBT The Company’s borrowings as of June 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF DEBT June 30, December 31, 2021 2020 Revolving Facility $ - $ 3,403,143 Term Loan, net of unamortized debt issuance costs - 1,868,320 Total - 5,271,463 Less current debt due within one year - (5,271,463 ) Total long-term debt $ - $ - On February 21, 2020, we entered into a letter agreement (the “Credit Agreement”) by and among the Company, as borrower, urban-gro Canada Technologies Inc. and Impact., as guarantors, the lenders party thereto (the “Lenders”), and Bridging Finance Inc., as administrative agent for the Lenders (the “Agent”). The Credit Agreement, which was denominated in Canadian dollars (C$), was comprised of (i) a 12-month senior secured demand term loan facility in the amount of C$ 2.7 million 2.0 million 5.4 million 4.0 million The final maturity date of the Facilities was initially stipulated in the Credit Agreement as the earlier of (i) demand, and (ii) the date that is 12 months after the closing date, with a potential extension to the date that is 24 months after the closing date (the “Initial Maturity Date”). The Facilities bore interest at the annual rate established and designated by the Bank of Nova Scotia as the prime rate, plus 11% per annum. Accrued interest on the outstanding principal amount of the Facilities was due and payable monthly in arrears, on the last business day of each month, and on the Initial Maturity Date. The Revolving Facility could initially be borrowed and re-borrowed on a revolving basis by the Company during the term of the Facilities, provided that borrowings under the Revolving Facility were limited by a loan availability formula equal to the sum of (i) 90% of insured accounts receivable, (ii) 85% of investment grade receivables, (iii) 75% of other accounts receivable, (iv) 50% of eligible inventory, and (v) the lesser of C$4.05 million ($3.0 million) and (A) 75% of uncollected amounts on eligible signed equipment orders for equipment systems contracts and (B) 85% of uncollected amounts on eligible signed professional services order forms for design contracts. On September 4, 2020, the Company executed an amendment to the Credit Agreement (the “First Amendment”) whereas the Facilities described above were due on December 31, 2021 (the “Revised Maturity Date”). The First Amendment also increased the rate at which the Facilities will bear interest to the annual rate established and designated by the Bank of Nova Scotia as the prime rate, plus 12 As a result of the First Amendment, the Company was required to prepay, on or before January 31, 2021, $ 1,000,000 100,000 50,000 The Company incurred $ 1,314,868 676,822 6.00 5 years 1.14 100 504,644 252,322 |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
RISKS AND UNCERTAINTIES | NOTE 10 – RISKS AND UNCERTAINTIES Concentration Risk During the six months ended June 30, 2021 one client represented 46 15 17 60 11 25 11 75 15 23 17 During the six months ended June 30, 2021, 16 15% from another vendor 25 % of the Company’s total purchases, compared to the three months ended June 30, 2020, where a separate vendor consisted of 15 % 35 25 Coronavirus Pandemic The outbreak of COVID-19, a novel strain of coronavirus first identified in China, which has spread across the globe including the U.S., has had an adverse impact on our operations and financial condition. The response to this coronavirus by federal, state and local governments in the U.S. has resulted in significant market and business disruptions across many industries and affecting businesses of all sizes. This pandemic has also caused significant stock market volatility and further tightened capital access for most businesses. Given that the COVID-19 pandemic and its disruptions are of an unknown duration, they could have an adverse effect on our liquidity and profitability. The ultimate magnitude of COVID-19, including the extent of its impact on our financial and operational results, which could be material, will depend on the length of time that the pandemic continues, its effect on the demand for our products and our supply chain, the effect of governmental regulations imposed in response to the pandemic, as well as uncertainty regarding all of the foregoing. We cannot at this time predict the full impact of the COVID-19 pandemic, but it could have a larger material adverse effect on our business, financial condition, results of operations and cash flows beyond what is discussed within this Report. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 11 – STOCK-BASED COMPENSATION Stock-based compensation expense for the six months ended June 30, 2021 and 2020 was $ 590,407 and $ 992,549 , respectively, based on the vesting schedule of the stock grants and options. Stock based compensation expense for the three months ended June 30, 2021 and 2020 was $ 299,602 and $ 559,904 , respectively, based on the vesting schedule of the stock grants and options. No cash flow effects are anticipated for stock grants. Stock Grants: The following table shows stock grant activity for the six months ended June 30, 2021: SCHEDULE OF STOCK GRANT ACTIVITY Grants outstanding as of December 31, 2020 118,889 Grants awarded 101,102 Grants Vested (16,667) Grants outstanding as of June 30, 2021 203,324 As of June 30, 2021, the Company has $ 642,717 Stock Options: The following table shows stock option activity for the six months ended June 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Weighted Weighted Stock options outstanding as of December 31, 2020 638,278 7.72 $ 6.48 Issued 55,833 4.51 $ 6.00 Expired (18,444) 4.82 $ 7.89 Exercised (4,777) - $ 6.78 Stock options outstanding at June 30, 2021 670,890 7.55 $ 6.39 Stock options exercisable at June 30, 2021 365,362 7.69 $ 6.46 The fair value of the options is calculated using the Black-Scholes pricing model based on the market value of the underlying common stock at the valuation measurement date of $ 9.39 5 1.61% 100% As of June 30, 2021, the Company has $ 515,320 0 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 12 – SHAREHOLDERS’ EQUITY In March 2020, an executive left the Company and returned 16,667 16,667 On February 17, 2021, we completed an offering of 6,210,000 shares of our common stock, inclusive of the underwriters full overallotment, at $ 10.00 per share for total gross offering proceeds of $ 62,100,000 . In connection with this offering, we received approval to list our common stock on the Nasdaq Capital Market under the symbol “UGRO”. On May 24, 2021, we announced that the Board of Directors authorized a stock repurchase program to purchase up to $ 5.0 52,895 |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2021 | |
Warrants | |
WARRANTS | NOTE 13 – WARRANTS The following table shows warrant activity for the six months ended June 30, 2021. SCHEDULE OF WARRANT ACTIVITY Number of shares Weighted Average Exercise Price Warrants outstanding as of December 31, 2020 202,752 $ 13.64 Exercised (18,412 ) $ 24.00 Issued in connection with equity offering 310,500 $ 12.50 Expired (116,674 ) $ 18.00 Warrants outstanding as of June 30, 2021 377,166 $ 11.16 Warrants exercisable as of June 30, 2021 377,166 $ 11.16 The fair value of the warrants issued in connection with the equity offering were calculated using the Black-Scholes pricing model based on the market value of the underlying common stock at the valuation measurement date of $ 10.00 5 0.57 100 The weighted-average life of the warrants is 2.20 0 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS The Company has evaluated events and transaction occurring subsequent to June 30, 2021 up to the date of this filing of these condensed consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation. On July 30, 2021, the Company announced that it had completed the acquisitions of 2WR of Colorado, Inc., a Colorado corporation, 2WR of Georgia, Inc., a Georgia corporation, and MJ12 Design Studio, Inc., a Colorado corporation (“ the 2WR Entities”), and had entered into an affiliate relationship with 2WR of Mississippi, P.C., a Mississippi professional corporation, agreements that were initially announced on June 28, 2021. The acquisitions of the 2WR Entities were for a total purchase price of up to $ 9,100,000 5,100,000 2,000,000 2,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates In preparing condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of long-lived assets and goodwill, inventory write offs, allowance for deferred tax assets, and allowance for bad debt. |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s financial statements upon adoption. |
PREPAYMENTS AND OTHER ASSETS (T
PREPAYMENTS AND OTHER ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID BALANCES | Prepayments and other assets are comprised of prepayments paid to vendors to initiate orders and prepaid services and fees. The prepaid balances are summarized as follows: SCHEDULE OF PREPAID BALANCES June 30, December 31, 2021 2020 Vendor prepayments $ 5,699,972 $ 2,676,493 Prepaid services and fees 512,919 365,931 Deferred financing asset (See Note 9 - Debt) - 504,644 Prepayments and other assets $ 6,212,891 $ 3,547,068 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses are summarized as follows: SCHEDULE OF ACCRUED EXPENSES June 30, December 31, 2021 2020 Accrued operating expenses $ 588,276 $ 717,503 Accrued wages and related expenses 661,696 408,907 Accrued interest expense - 99,258 Accrued sales tax payable 721,433 572,826 Accrued expenses $ 1,971,405 $ 1,798,494 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | SCHEDULE OF NOTES PAYABLE June 30, December 31, 2021 2020 Paycheck Protection Program (“PPP”) loan entered into on April 16, 2020. The Company applied for and has been notified that the full amount of the loan, which was used for eligible expenditures for payroll and other expenses described in the CARES Act was forgiven on June 11, 2021. $ - 1,020,600 Convertible notes related to bridge financing. See Bridge Financing Notes below. - 1,854,500 Total - 2,875,100 Less current maturities - (1,854,500 ) Long Term $ - $ 1,020,600 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF DEBT | The Company’s borrowings as of June 30, 2021 and December 31, 2020 consisted of the following: SCHEDULE OF DEBT June 30, December 31, 2021 2020 Revolving Facility $ - $ 3,403,143 Term Loan, net of unamortized debt issuance costs - 1,868,320 Total - 5,271,463 Less current debt due within one year - (5,271,463 ) Total long-term debt $ - $ - |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK GRANT ACTIVITY | The following table shows stock grant activity for the six months ended June 30, 2021: SCHEDULE OF STOCK GRANT ACTIVITY Grants outstanding as of December 31, 2020 118,889 Grants awarded 101,102 Grants Vested (16,667) Grants outstanding as of June 30, 2021 203,324 |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table shows stock option activity for the six months ended June 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Weighted Weighted Stock options outstanding as of December 31, 2020 638,278 7.72 $ 6.48 Issued 55,833 4.51 $ 6.00 Expired (18,444) 4.82 $ 7.89 Exercised (4,777) - $ 6.78 Stock options outstanding at June 30, 2021 670,890 7.55 $ 6.39 Stock options exercisable at June 30, 2021 365,362 7.69 $ 6.46 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Warrants | |
SCHEDULE OF WARRANT ACTIVITY | The following table shows warrant activity for the six months ended June 30, 2021. SCHEDULE OF WARRANT ACTIVITY Number of shares Weighted Average Exercise Price Warrants outstanding as of December 31, 2020 202,752 $ 13.64 Exercised (18,412 ) $ 24.00 Issued in connection with equity offering 310,500 $ 12.50 Expired (116,674 ) $ 18.00 Warrants outstanding as of June 30, 2021 377,166 $ 11.16 Warrants exercisable as of June 30, 2021 377,166 $ 11.16 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split description | 1-for-6 reverse stock split |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Feb. 17, 2021 | Dec. 15, 2020 | Feb. 25, 2020 | Oct. 31, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||||||
Accounts Receivable, Related Parties, Current | $ 5,626 | $ 5,626 | $ 61,678 | |||||||
Stock option exercise price per share | $ 6.46 | $ 6.46 | ||||||||
Stock option exercisable term | 7 years 8 months 8 days | |||||||||
Common stock issued during the period | 6,210,000 | |||||||||
Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock options granted | (16,667) | |||||||||
Common stock issued during the period | 6,210,000 | |||||||||
Cloud 9 Support [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Revenue from Related Parties | $ 79,199 | $ 114,285 | $ 93,205 | $ 247,157 | ||||||
Accounts Receivable, Related Parties, Current | $ 5,626 | $ 5,626 | 61,678 | |||||||
James Lowe [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face amount | $ 1,004,500 | |||||||||
Stock options granted | 5,000 | |||||||||
Stock option exercise price per share | $ 7.20 | |||||||||
Stock option exercisable term | 5 years | |||||||||
James Lowe [Member] | Bridge Financing [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, interest rate percentage | 12.00% | |||||||||
Debt instrument, convertible into bridge financing | $ 1,000,000 | |||||||||
Accrued interest | $ 4,500 | |||||||||
Debt conversion shares issued | 137,940 | |||||||||
James Lowe [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock issued during the period | 16,667 | 1,667 | ||||||||
James Lowe [Member] | Unsecured Debt [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face amount | $ 1,000,000 | |||||||||
Debt maturity date | Apr. 30, 2019 | |||||||||
Debt instrument, origination fee amount | $ 12,500 | |||||||||
Debt instrument, interest rate percentage | 12.00% | 9.00% |
SCHEDULE OF PREPAID BALANCES (D
SCHEDULE OF PREPAID BALANCES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Vendor prepayments | $ 5,699,972 | $ 2,676,493 |
Prepaid services and fees | 512,919 | 365,931 |
Deferred financing asset (See Note 9 - Debt) | 504,644 | |
Prepayments and other assets | $ 6,212,891 | $ 3,547,068 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Equity Method Investments and Joint Ventures [Abstract] | ||
Investments | $ 1,710,358 | $ 1,710,358 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 902,067 | $ 902,067 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued operating expenses | $ 588,276 | $ 717,503 |
Accrued wages and related expenses | 661,696 | 408,907 |
Accrued interest expense | 99,258 | |
Accrued sales tax payable | 721,433 | 572,826 |
Accrued expenses | $ 1,971,405 | $ 1,798,494 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Notes payable | $ 2,875,100 | |
Notes payable, current maturities | (1,854,500) | |
Notes payable, long term | 1,020,600 | |
Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 1,854,500 | |
Paycheck Protection Program Loan Payable [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | $ 1,020,600 |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Total | $ 5,271,463 | |
Less current debt due within one year | (5,271,463) | |
Total long-term debt | ||
Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Total | 1,868,320 | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Total | $ 3,403,143 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Nov. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Short-term Debt [Line Items] | ||||||
Proceeds from debt | $ 1,020,600 | |||||
Gross proceeds from qualified offering | $ 195,574 | $ 4,596,257 | ||||
James Lowe [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument principal amount | $ 1,004,500 | $ 1,004,500 | ||||
Bridge Financing Notes [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument principal amount | 1,854,500 | $ 1,854,500 | ||||
Proceeds from debt | $ 500,000 | $ 350,000 | ||||
Debt interest rate | 12.00% | 12.00% | ||||
Gross proceeds from qualified offering | $ 2,500,000 |
DEBT (Details Narrative)
DEBT (Details Narrative) | Mar. 01, 2021USD ($) | Jan. 31, 2021USD ($) | Oct. 02, 2020USD ($) | Sep. 04, 2020USD ($)$ / shares | Feb. 21, 2020USD ($) | Jun. 30, 2021$ / shares | Dec. 31, 2020USD ($) |
Measurement Input, Share Price [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Fair value of warrants | $ / shares | 10 | ||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Fair value of warrants | 0.57 | ||||||
Measurement Input, Price Volatility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Fair value of warrants | 100 | ||||||
Credit Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt, description | The Credit Agreement, which was denominated in Canadian dollars (C$), was comprised of (i) a 12-month senior secured demand term loan facility in the amount of C$2.7 million ($2.0 million), which was funded in its entirety on the closing date (the “Term Loan”); and (ii) a 12-month demand revolving credit facility of up to C$5.4 million ($4.0 million), which could be drawn from time to time, subject to the terms and conditions set forth in the Credit Agreement and described further below (the “Revolving Facility,” and together with the Term Loan, the “Facilities”). The Credit Agreement was personally guaranteed by the Company’s CEO and Chairman, Brad Nattrass, and was to be in place for the original term of the Credit Agreement (1 year) plus a 1-year extension period at the discretion of the Lender as provided in the Credit Agreement. | ||||||
Maturity date, description | The final maturity date of the Facilities was initially stipulated in the Credit Agreement as the earlier of (i) demand, and (ii) the date that is 12 months after the closing date, with a potential extension to the date that is 24 months after the closing date (the “Initial Maturity Date”). The Facilities bore interest at the annual rate established and designated by the Bank of Nova Scotia as the prime rate, plus 11% per annum. Accrued interest on the outstanding principal amount of the Facilities was due and payable monthly in arrears, on the last business day of each month, and on the Initial Maturity Date. | ||||||
Warrants term | 5 years | ||||||
Credit Agreement [Member] | Measurement Input, Share Price [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Fair value of warrants | $ / shares | 6 | ||||||
Credit Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Fair value of warrants | 0.0114 | ||||||
Credit Agreement [Member] | Measurement Input, Price Volatility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Fair value of warrants | 1 | ||||||
Credit Agreement [Member] | Prime Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 12.00% | ||||||
Credit Agreement [Member] | Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility loan amount | $ 4,000,000 | ||||||
Prepayment of debt | $ 1,000,000 | ||||||
Monthly payment of debt | $ 100,000 | ||||||
Unamortized debt issuance costs | $ 252,322 | ||||||
Credit Agreement [Member] | CAD [Member] | Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility loan amount | 5,400,000 | ||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility loan amount | $ 2,000,000 | ||||||
Credit facility, discription | The Revolving Facility could initially be borrowed and re-borrowed on a revolving basis by the Company during the term of the Facilities, provided that borrowings under the Revolving Facility were limited by a loan availability formula equal to the sum of (i) 90% of insured accounts receivable, (ii) 85% of investment grade receivables, (iii) 75% of other accounts receivable, (iv) 50% of eligible inventory, and (v) the lesser of C$4.05 million ($3.0 million) and (A) 75% of uncollected amounts on eligible signed equipment orders for equipment systems contracts and (B) 85% of uncollected amounts on eligible signed professional services order forms for design contracts. | ||||||
Monthly payment of debt | $ 50,000 | ||||||
Debt issuance costs | $ 1,314,868 | ||||||
Unamortized debt issuance costs | $ 504,644 | ||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Common Stock and Warrant [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt issuance costs | $ 676,822 | ||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | CAD [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility loan amount | $ 2,700,000 |
RISKS AND UNCERTAINTIES (Detail
RISKS AND UNCERTAINTIES (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer Benchmark [Member] | Client Concentration Risk [Member] | One Client [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 60.00% | 46.00% | |||
Revenue from Contract with Customer Benchmark [Member] | Client Concentration Risk [Member] | Another Client [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 11.00% | 15.00% | |||
Revenue from Contract with Customer Benchmark [Member] | Client Concentration Risk [Member] | Two Client [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 17.00% | ||||
Revenue from Contract with Customer Benchmark [Member] | Client Concentration Risk [Member] | Other Client One [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 25.00% | ||||
Revenue from Contract with Customer Benchmark [Member] | Client Concentration Risk [Member] | Other Client Two [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 11.00% | ||||
Accounts Receivable [Member] | Client Concentration Risk [Member] | One Client [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 75.00% | 23.00% | |||
Accounts Receivable [Member] | Client Concentration Risk [Member] | Another Client [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 15.00% | 17.00% | |||
Purchases [Member] | Vendor Concentration Risk [Member] | One Vendor [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 25.00% | 15.00% | 16.00% | 15.00% | |
Accounts Payable [Member] | Vendor Concentration Risk [Member] | One Vendor [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 35.00% | 25.00% |
SCHEDULE OF STOCK GRANT ACTIVIT
SCHEDULE OF STOCK GRANT ACTIVITY (Details) | 6 Months Ended |
Jun. 30, 2021shares | |
Share-based Payment Arrangement [Abstract] | |
Grants outstanding, beginning | 118,889 |
Grants awarded | 101,102 |
Grants Vested | (16,667) |
Grants outstanding, ending | 203,324 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Stock options outstanding, Number of shares, beginning | shares | 638,278 |
Stock options outstanding, Weighted Average Remaining Life (Years) | 7 years 8 months 19 days |
Stock options outstanding, Weighted Average Exercise Price, beginning | $ / shares | $ 6.48 |
Issued, Number of shares | shares | 55,833 |
Issued, Weighted Average Remaining Life (Years) | 4 years 6 months 3 days |
Issued, Weighted Average Exercise Price | $ / shares | $ 6 |
Expired, Number of shares | shares | (18,444) |
Expired, Weighted Average Remaining Life (Years) | 4 years 9 months 25 days |
Expired, Weighted Average Exercise Price | $ / shares | $ 7.89 |
Exercised, Number of shares | shares | (4,777) |
Exercised, Weighted Average Exercise Price | $ / shares | $ 6.78 |
Stock options outstanding, Number of shares, ending | shares | 670,890 |
Stock options outstanding, Weighted Average Remaining Life (Years) | 7 years 6 months 18 days |
Stock options outstanding, Weighted Average Exercise Price, ending | $ / shares | $ 6.39 |
Stock options exercisable, Number of shares | shares | 365,362 |
Stock options exercisable, Weighted Average Remaining Life (Years) | 7 years 8 months 8 days |
Stock options exercisable, Weighted Average Exercise Price | $ / shares | $ 6.46 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | $ 299,602 | $ 559,904 | $ 590,407 | $ 992,549 |
Unrecognized share-based compensation expense | 642,717 | 642,717 | ||
Share based payment award, aggregate intrinsic value options outstanding | 0 | 0 | ||
Share based payment award, aggregate intrinsic value options exercisable | 0 | 0 | ||
Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized share-based compensation expense | $ 515,320 | $ 515,320 | ||
Share based payment award, valuation payment | $ 9.39 | $ 9.39 | ||
Share based payment award, remaining contractual term | 5 years | |||
Share based payment award, risk-free interest rate | 1.61% | |||
Share based payment award, expected volatility price | 100.00% |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | May 24, 2021 | Feb. 17, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2021 |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Returned shares of common stock | 16,667 | ||||
Number of common stock shares repurchase | 16,667 | 52,895 | |||
Stock Issued During Period, Shares, New Issues | 6,210,000 | ||||
Shares Issued, Price Per Share | $ 10 | ||||
Stock Issued During Period, Value, New Issues | $ 62,100,000 | $ (195,574) | $ 57,503,743 | ||
Board of Directors [Member] | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Number of repurchase stock value | $ 5 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Summary of Investment Holdings [Line Items] | |
Number of shares, Warrants outstanding beginning | shares | 202,752 |
Weighted Average Exercise Price, Balance beginning | $ / shares | $ 13.64 |
Number of shares, Warrants Exercised | shares | (18,412) |
Weighted Average Exercise Price, Warrants Exercised | $ / shares | $ 24 |
Number of shares, Warrants Issued in connection with equity offering | shares | 310,500 |
Weighted Average Exercise Price, Warrants Issued in connection with equity offering | $ / shares | $ 12.50 |
Number of shares, Warrants Expired | shares | (116,674) |
Weighted Average Exercise Price, Warrants Expired | $ / shares | $ 18 |
Number of shares, Warrants outstanding ending | shares | 377,166 |
Weighted Average Exercise Price, Balance ending | $ / shares | $ 11.16 |
Number of shares, Warrants exercisable | shares | 377,166 |
Weighted Average Exercise Price, Warrants exercisable | $ / shares | $ 11.16 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / shares | |
Warrant [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Weighted-average term | 2 years 2 months 12 days |
Aggregate intrinsic value outstanding and exercisable amount | $ | $ 0 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | $ / shares | 10 |
Measurement Input, Offered Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
[custom:WarrantsMeasurementInputPeriod] | 5 years |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.57 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 100 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended |
Jun. 30, 2021USD ($) | |
N2WR Entities [Member] | |
Asset Acquisition, Contingent Consideration [Line Items] | |
Business Combination, Consideration Transferred | $ 5,100,000 |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 2,000,000 |
Business Combination, Contingent Consideration, Liability, Current | 2,000,000 |
N2WR Entities [Member] | |
Asset Acquisition, Contingent Consideration [Line Items] | |
Asset Acquisition, Price of Acquisition, Expected | $ 9,100,000 |