Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39933 | |
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, $0.001 par value | |
Trading Symbol | UGRO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,637,040 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 22,767,595 | $ 34,592,190 |
Accounts receivable, net | 14,903,543 | 13,125,685 |
Contract receivables | 543,687 | |
Inventories | 398,098 | 514,756 |
Prepaid expenses and other current assets | 6,142,613 | 11,248,266 |
Total current assets | 44,755,536 | 59,480,897 |
Non-current assets: | ||
Property and equipment, net | 864,022 | 207,496 |
Operating lease right of use assets, net | 708,876 | 689,704 |
Investments | 4,210,358 | 4,210,358 |
Goodwill | 10,636,284 | 7,992,121 |
Intangible assets, net | 4,886,740 | 1,575,466 |
Total non-current assets | 21,306,280 | 14,675,145 |
Total assets | 66,061,816 | 74,156,042 |
Current liabilities: | ||
Accounts payable | 7,946,023 | 6,066,896 |
Contract liabilities | 671,685 | |
Accrued expenses | 3,381,263 | 3,878,278 |
Customer deposits | 3,286,073 | 13,345,451 |
Contingent consideration | 2,612,678 | 1,563,000 |
Operating lease liabilities | 283,727 | 152,459 |
Total current liabilities | 18,181,449 | 25,006,084 |
Non-current liabilities: | ||
Operating lease liabilities | 427,826 | 542,003 |
Deferred tax liability | 1,201,112 | 440,625 |
Total non-current liabilities | 1,628,938 | 982,628 |
Total liabilities | 19,810,387 | 25,988,712 |
Shareholders’ Equity | ||
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; 11,911,043 issued and 10,637,040 outstanding as of June 30, 2022, and 11,588,110 issued and 10,733,195 outstanding as of December 31, 2021 | 11,911 | 11,588 |
Additional paid in capital | 82,971,694 | 78,679,220 |
Treasury shares, cost basis: 1,274,003 shares as of June 30, 2022 and 854,915 shares as of December 31, 2021 | (11,456,667) | (7,683,490) |
Accumulated deficit | (25,275,509) | (22,839,988) |
Total shareholders’ equity | 46,251,429 | 48,167,330 |
Total liabilities and shareholders’ equity | $ 66,061,816 | $ 74,156,042 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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 value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 11,911,043 | 11,588,110 |
Common stock, shares outstanding | 10,637,040 | 10,733,195 |
Treasury stock, shares | 1,274,003 | 854,915 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Total Revenue | $ 16,281,503 | $ 12,831,297 | $ 37,334,371 | $ 24,865,653 |
Cost of Revenue | 12,779,557 | 9,908,913 | 28,930,405 | 19,302,626 |
Gross profit | 3,501,946 | 2,922,384 | 8,403,966 | 5,563,027 |
Operating expenses: | ||||
General and administrative | 4,240,658 | 2,400,417 | 8,965,957 | 4,597,257 |
Intangible asset amortization | 306,225 | 411 | 468,725 | 578 |
Stock-based compensation | 882,000 | 299,602 | 1,764,000 | 590,407 |
Total operating expenses | 5,428,883 | 2,700,430 | 11,198,682 | 5,188,242 |
Income (loss) from operations | (1,926,937) | 221,954 | (2,794,716) | 374,784 |
Non-operating income (expenses): | ||||
Interest expense | (7,658) | (4,624) | (15,317) | (322,067) |
Interest income | 47,275 | 11,531 | 127,126 | 14,390 |
Interest expense – beneficial conversion of notes payable | (636,075) | |||
Loss on extinguishment of debt | (790,723) | |||
PPP Loan Forgiveness | 1,032,316 | 1,032,316 | ||
Other income (expense) | 71,563 | (3,733) | 62,874 | (3,764) |
Total non-operating income (expenses) | 111,180 | 1,035,490 | 174,683 | (705,923) |
Income (loss) before income taxes | (1,815,757) | 1,257,444 | (2,620,033) | (331,138) |
Income tax expense (benefit) | (76,453) | (184,512) | ||
Net income (loss) | (1,739,304) | 1,257,444 | (2,435,521) | (331,138) |
Comprehensive income (loss) | $ (1,739,304) | $ 1,257,444 | $ (2,435,521) | $ (331,138) |
Earnings (loss) per share: | ||||
Earnings (loss) per share - basic | $ (0.17) | $ 0.11 | $ (0.23) | $ (0.03) |
Earnings (loss) per share - dilutive | $ (0.17) | $ 0.11 | $ (0.23) | $ (0.03) |
Weighted average share - basic | 10,508,972 | 11,220,580 | 10,527,975 | 9,535,630 |
Weighted average shares - dilutive | 10,508,972 | 11,725,282 | 10,527,975 | 9,535,630 |
Equipment Systems [Member] | ||||
Revenue | ||||
Total Revenue | $ 10,077,572 | $ 12,179,316 | $ 27,144,916 | $ 23,524,066 |
Construction Design/Build [Member] | ||||
Revenue | ||||
Total Revenue | 2,917,321 | 2,917,321 | ||
Service [Member] | ||||
Revenue | ||||
Total Revenue | 3,027,556 | 288,407 | 6,666,062 | 548,920 |
Consumable Products [Member] | ||||
Revenue | ||||
Total Revenue | $ 259,054 | $ 363,574 | $ 606,072 | $ 792,667 |
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, 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 Options Exercised | $ 5 | 32,390 | 32,395 | ||
Stock Options Exercised, shares | 4,777 | ||||
Net income (loss) | (331,138) | (331,138) | |||
Stock issuance related to offering, net of offering costs | $ 6,210 | 57,497,533 | 57,503,743 | ||
Stock issuance related to offering, net of offering costs, shares | 6,210,000 | ||||
Common stock repurchased | (3,474,270) | (3,474,270) | |||
Stock issued with exercise of warrants | $ 18 | 9,978 | 9,996 | ||
Stock issued with exercise of warrants, shares | 18,412 | ||||
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 grant program vesting | $ 17 | (17) | |||
Stock grant program vesting, shares | 16,586 | ||||
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 Options Exercised | $ 5 | 32,390 | 32,395 | ||
Stock Options Exercised, shares | 4,777 | ||||
Net income (loss) | 1,257,444 | 1,257,444 | |||
Stock issuance related to offering, net of offering costs | (195,574) | (195,574) | |||
Stock issuance related to offering, net of offering costs, shares | |||||
Common stock repurchased | (499,270) | (499,270) | |||
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 Dec. 31, 2021 | $ 11,588 | 78,679,220 | (22,839,988) | (7,683,490) | 48,167,330 |
Beginning balance, shares at Dec. 31, 2021 | 11,588,110 | ||||
Stock-based compensation | 1,764,000 | 1,764,000 | |||
Treasury stock | (3,773,177) | (3,773,177) | |||
Stock Options Exercised | |||||
Stock Options Exercised, shares | 4,555 | ||||
Stock Issuance related to acquisition | $ 283 | 2,499,717 | $ 2,500,000 | ||
Stock Issuance related to acquisition, shares | 283,515 | ||||
Net income (loss) | (2,435,521) | (2,435,521) | |||
Stock exercised | $ 5 | 28,792 | 28,797 | ||
Stock exercised, shares | 4,555 | ||||
Stock issued with exercise of warrants | $ 35 | (35) | |||
Stock issued with exercise of warrants, shares | 34,863 | ||||
Ending balance, value at Jun. 30, 2022 | $ 11,911 | 82,971,694 | (25,275,509) | (11,456,667) | 46,251,429 |
Ending balance, shares at Jun. 30, 2022 | 11,911,043 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 11,628 | 79,589,977 | (23,536,205) | (11,456,667) | 44,608,733 |
Beginning balance, shares at Mar. 31, 2022 | 11,627,528 | ||||
Stock-based compensation | 882,000 | 882,000 | |||
Treasury stock | |||||
Stock Options Exercised | |||||
Stock Options Exercised, shares | |||||
Stock Issuance related to acquisition | $ 283 | 2,499,717 | 2,500,000 | ||
Stock Issuance related to acquisition, shares | 283,515 | ||||
Net income (loss) | (1,739,304) | (1,739,304) | |||
Ending balance, value at Jun. 30, 2022 | $ 11,911 | $ 82,971,694 | $ (25,275,509) | $ (11,456,667) | $ 46,251,429 |
Ending balance, shares at Jun. 30, 2022 | 11,911,043 |
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, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Stock issuance cost | $ 195,574 | $ 4,596,257 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (2,435,521) | $ (331,138) |
Adjustments to reconcile net income (loss) from operations: | ||
Depreciation and amortization | 589,835 | 109,625 |
Deferred income tax benefit | (184,512) | |
Amortization of deferred financing costs | 103,632 | |
Loss on extinguishment of debt | 790,723 | |
Interest on convertible notes | 53,725 | |
Stock-based compensation expense | 1,764,000 | 590,407 |
Beneficial conversion of Bridge notes | 636,075 | |
Inventory write-offs | (84,942) | 26,792 |
Bad debt expense | 30,000 | 28,248 |
PPP loan forgiveness | (1,032,316) | |
Changes in operating assets and liabilities (net of acquired amounts): | ||
Accounts receivable | 663,955 | (2,034,311) |
Inventories | 201,600 | (116,964) |
Prepayments and other assets | 6,073,732 | (3,732,753) |
Accounts payable and accrued expenses | (1,320,152) | 1,729,802 |
Operating leases | (163,054) | |
Customer deposits | (10,059,378) | 4,475,416 |
Net Cash Provided By (Used In) Operating Activities | (4,924,437) | 1,296,963 |
Cash Flows from Investing Activities | ||
Business combinations, net of cash acquired | (2,709,148) | |
Purchases of property and equipment | (374,630) | (9,670) |
Net Cash Used In Investing Activities | (3,083,778) | (9,670) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of Common Stock, net of offering costs | 58,203,091 | |
Repurchase of Common Stock | (3,773,177) | (3,474,270) |
Repayment of notes payable | (5,755,845) | |
Proceeds from stock issuance | 28,797 | |
Payment of finance lease ROU liability | (72,000) | |
Net Cash Provided By (Used In) Financing Activities | (3,816,380) | 48,972,976 |
Net Increase (Decrease) in Cash | (11,824,595) | 50,260,269 |
Cash at Beginning of Period | 34,592,190 | 184,469 |
Cash at End of Period | 22,767,595 | 50,444,738 |
Supplemental Cash Flow Information: | ||
Interest paid | 15,317 | 218,453 |
Operating lease right of use asset | 52,733 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Stock issued related to acquisitions | 2,500,000 | |
PPP Loan Forgiveness | $ 1,032,316 |
ORGANIZATION, ACQUISITIONS, AND
ORGANIZATION, ACQUISITIONS, AND LIQUIDITY | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, ACQUISITIONS, AND LIQUIDITY | NOTE 1 – ORGANIZATION, ACQUISITIONS, AND LIQUIDITY Organization urban-gro, Inc. (“our,” the “Company,” or “urban-gro”) is an integrated professional services and design-build firm. We offer value-added architectural, engineering, and construction management solutions to the Controlled Environment Agriculture (“CEA”), industrial, healthcare, and other commercial sectors. Innovation, collaboration, and a commitment to sustainability drive our team to provide exceptional customer experiences. To serve our horticulture clients, we engineer and design indoor CEA facilities and then integrate complex environmental equipment systems into those facilities. Through this work, we create high-performance indoor cultivation facilities for our clients to grow specialty crops, including leafy greens, vegetables, herbs, and plant-based medicines. Our custom-tailored approach to design, 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 also serve a broad range of commercial and governmental entities, providing them with planning, consulting, architectural and engineering design services for their facilities. 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. Acquisitions Emerald On April 29, 2022 (the “Emerald Closing Date”), the Company acquired all of the issued and outstanding capital stock (the “Emerald Acquisition”) of Emerald Construction Management, Inc. (“Emerald”) from their shareholders (collectively, the “Emerald Sellers”). The aggregate purchase price for the Emerald Acquisition was $ 7.8 7.0 0.8 The Emerald Purchase Price was payable as follows: $ 3.3 0.4 283,515 2.5 2.0 The Emerald Contingent Consideration is payable quarterly for a two-year period and will be equal to 35% of the Quarterly Gross Profit (as defined in the Emerald Acquisition Agreement). SCHEDULE OF INITIAL ACQUISITION OF TARGET COMPANIES 1 Purchase Price $ 7,667,328 Allocation of Purchase Price: Cash $ 622,641 Accounts receivable, net $ 3,015,500 Contract receivable $ 697,019 Prepayments and other assets $ 38,086 Property and equipment $ 403,008 ROU asset $ 82,408 Goodwill $ 2,644,162 Intangible assets $ 3,780,000 Accrued expenses $ 2,111,302 Contract liabilities $ 476,786 ROU liability $ 82,408 Deferred tax liability $ 945,000 The following pro forma amounts reflect the Company’s results as if the acquisition of Emerald had occurred on January 1, 2021. These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of the acquisition to reflect the additional amortization of intangibles. SCHEDULE OF SUPPLEMENTAL INFORMATION ON UNAUDITED PRO-FORMA BASIC OF ACQUISITION 1 2 3 4 Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue 18,718,087 16,775,744 49,015,819 33,062,834 Net Income (loss) (1,556,748 ) 1,040,701 (1,456,161 ) (263,650 ) Acquired goodwill from Emerald represents the value expected to arise from organic growth and an opportunity to expand into a well-established market for the Company. 2WR On June 28, 2021, the Company’s wholly-owned subsidiary, urban-gro Architect Holdings, LLC (the “Buyer”), and the 2WRCO Shareholders, the 2WRGA Shareholders, the MJ12 Shareholders, and the 2WRMS Shareholders (collectively, the “2WR Sellers”), and Sam Andras, an individual (the “Sellers Representative”) entered into a Stock Purchase Agreement (the “2WR Purchase Agreement”), pursuant to which the Buyer would purchase all of the issued and outstanding capital stock of 2WR of Colorado, Inc., a Colorado corporation (“2WRCO”), 2WR of Georgia, Inc., a Georgia corporation (“2WRGA”), MJ12 Design Studio, Inc., a Colorado corporation (“MJ12”) (collectively, the “2WR Purchased Shares”) from the 2WR Sellers. In connection with the acquisition of the 2WR Purchased Shares, the Buyer entered into an affiliate relationship with 2WR of Mississippi, P.C., a Mississippi professional corporation (“2WRMS” and together with 2WRCO, 2WRGA and MJ12, the “2WR Entities”). The transaction closed on July 30, 2021. The 2WR Purchased Shares had an initial purchase price of up to $ 7.1 0.001 2.0 2.0 The 2WR Earnout Payments are payable quarterly for a two-year period and will be equal to 20% of the 2WR Entities’ Quarterly Gross Profit (as defined in the 2WR Purchase Agreement) SCHEDULE OF INITIAL ACQUISITION OF TARGET COMPANIES Purchase Price $ 10,058,536 Allocation of Purchase Price: Cash $ 950,690 Accounts receivable, net $ 1,676,208 Prepayments and other assets $ 42,752 Property and equipment $ 9,351 Goodwill $ 7,090,054 Intangible assets $ 1,762,500 Accrued expenses $ 1,032,394 Deferred tax liability $ 440,625 The following pro forma amounts reflect the Company’s results as if the acquisition of the 2WR Entities had occurred on January 1, 2020. These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of the acquisition to reflect the additional amortization of intangibles. SCHEDULE OF SUPPLEMENTAL INFORMATION ON UNAUDITED PRO-FORMA BASIC OF ACQUISITION 1 2 3 4 Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue 16,281,503 14,868,933 37,334,371 28,617,733 Net Income (loss) (1,739,304 ) 1,358,395 (2,435,521 ) 732,592 Acquired goodwill from the 2WR Entities represents the value expected to arise from organic growth and an opportunity to expand into a well-established market for the Company. 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, 2022 | |
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’ equity (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, 2021. Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. During the six months ended June 30, 2022, there were no material changes made to the Company’s significant accounting policies. Use of Estimates In preparing condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include: estimated revenues earned under construction design-build contracts; estimated useful lives and potential impairment of long-lived assets, intangibles and goodwill; inventory write offs; allowance for deferred tax assets; and allowance for bad debt. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Balance Sheet Classifications The Company includes in current assets and liabilities the following amounts that are in connection with construction contracts that may extend beyond one year: contract assets and contract liabilities (including retainage invoiced to customers contingent upon anything other than the passage of time), capitalized costs to fulfill contracts, retainage payable to sub-contractors and accrued losses on uncompleted contracts. A one-year time period is used to classify all other current assets and liabilities when not otherwise prescribed by the applicable accounting principles. Contracts Receivable Contracts receivable includes billed and unbilled amounts for services provided to customers for which the Company has an unconditional right to payment. Billed and unbilled amounts for which payment is contingent on anything other than the passage of time are included in contract assets and contract liabilities on a contract-by-contract basis. When payment of the retainage is contingent upon the Company fulfilling its obligations under the contract it does not meet the criteria to be included in contracts receivable and remains in the contract’s respective contract asset or contract liability, determined on a contract-by-contract basis. Retainage for which the Company has an unconditional right to payment that is only subject to the passage of time are included in contracts receivable. The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Contracts receivable is ordinarily due 30 days after the issuance of the invoice. Accounts past due more than 60 days are considered delinquent. Interest continues to accrue on delinquent accounts until the account is past due more than one year, at which time interest accrual ceases and does not resume until the account is no longer classified as delinquent, Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. Contract Assets and Liabilities The timing of when the Company bills their customers on long-term construction contracts is generally dependent upon agreed-upon contractual terms, which may include milestone billings based on the completion of certain phases of the work, or when services are provided. When as a result of contingencies, billings cannot occur until after the related revenue has been recognized, the result is in unbilled revenue, which is included in contract assets. Additionally, the Company may receive advances or deposits from customers before revenue is recognized, resulting in deferred revenue, which is included in contract liabilities. Retainage for which the Company has an unconditional right to payment that is only subject to the passage of time are classified as contracts receivable. Retainage subject to conditions other than the passage of time do not meet the definition of a receivable and are therefore included in contract assets and contract liabilities, as determined on a contract-by-contract basis. Contract assets represent revenues recognized in excess of amounts paid or payable (contract receivables) to the Company on uncompleted contracts. Contract liabilities represent the Company’s obligation to perform on uncompleted contracts with customers for which the Company has received payment or for which contract receivables are outstanding. SCHEDULE OF CONTRACT ASSETS AND LIABILITIES Contract assets Revenue recognized in excess of amounts paid or payable (contract receivables) to the Company on uncompleted contracts (contract asset), excluding retainage $ 261,920 Retainage included in contract assets due to being conditional on something other than solely passage of time 281,767 Total contract assets $ 543,687 Contract liabilities Payments received or receivable (contract receivables) in excess of revenue recognized on uncompleted contracts (contract liability), excluding retainage $ (672,699 ) Retainage included in contract liabilities due to being conditional on something other than solely passage of time 1,014 Total contract liabilities $ (671,685 ) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS Cloud 9 Support, LLC (“Cloud 9”) is an entity owned by James Lowe, a director of the Company. Cloud 9 purchases materials from the Company for use with its customers. Total sales to Cloud 9 from the Company were $ 11,813 93,205 5,606 79,199 4,052 6,797 |
PREPAYMENTS AND OTHER ASSETS
PREPAYMENTS AND OTHER ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 December 31, 2021 Vendor prepayments $ 5,348,733 $ 10,652,962 Prepaid services and fees 761,697 587,505 Other assets 32,183 7,799 Prepayments and other assets $ 6,142,613 $ 11,248,266 |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | NOTE 5 – INVESTMENTS The components of investments are summarized as follows: SCHEDULE OF COST METHOD INVESTMENTS June 30, 2022 December 31, 2021 Investment in Edyza $ 1,710,358 $ 1,710,358 Investment in XSF 2,500,000 2,500,000 Investment $ 4,210,358 $ 4,210,358 Edyza 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. XS Financial On October 30, 2021, the Company’s wholly-owned subsidiary UGFS, LLC, a Colorado limited liability company (“UGFS”), participated in a convertible note offering of Xtraction Services, Inc., a/k/a XS Financial Inc. (CSE: XSF) (OTCQB: XSHLF) (“XSF”), a specialty finance company providing CAPEX financing solutions, including equipment leasing, to Controlled Environment Agriculture (CEA) companies in the United States. UGFS invested $ 2,500,000 43,500,000 9.50 8.0 1.5 8.0 October 28, 2023 1,250,000 0.45 |
GOODWILL & INTANGIBLE ASSETS
GOODWILL & INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL & INTANGIBLE ASSETS | NOTE 6 – GOODWILL & INTANGIBLE ASSETS Goodwill The Company has recorded goodwill in conjunction with the acquisitions it has completed. The goodwill balances as of June 30, 2022 and December 31, 2021 were $ 10,636,284 7,992,121 Intangible Assets Other Than Goodwill Intangible assets as of June 30, 2022 and December 31, 2021 consisted of the following: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS June 30, 2022 Cost Accumulated Amortization Net Book Value Finite-lived intangible assets: Customer relationships $ 2,665,100 $ 152,584 $ 2,502,516 Trademarks and trade names 2,195,000 148,018 2,046,982 Backlog and Other 708,837 444,162 264,675 Total finite-lived intangible assets: 5,558,937 744,764 4,814,173 Indefinite-lived intangible assets: Patents 44,276 - 44,276 Trade name 28,291 - 28,291 Total Intangible assets, net $ 5,631,504 $ 744,764 $ 4,886,740 December 31, 2021 Cost Accumulated Amortization Net Book Value Customer relationships $ 834,100 $ 49,649 $ 784,451 Trademarks and trade names 499,000 41,583 457,417 Backlog and Other 518,404 184,806 333,598 $ 1,851,504 $ 276,039 $ 1,575,466 The estimated future amortization expense for intangible assets subject to amortization as of June 30, 2022, is summarized below: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Estimated Future Amortization Expense Remainder of 2022 $ 577,253 2023 907,610 2024 819,944 2025 819,944 Thereafter 1,689,422 Total $ 4,814,173 Amortization expense for intangible assets for the six months ended June 30, 2022 and 2021 was $ 468,725 578 306,225 411 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 7 – ACCRUED EXPENSES Accrued expenses are summarized as follows: SCHEDULE OF ACCRUED EXPENSES June 30, December 31, 2022 2021 Accrued operating expenses $ 673,034 $ 628,871 Accrued wages and related expenses 800,322 1,887,124 Accrued 401(k) 163,941 23,520 Accrued sales tax payable 1,743,966 1,338,763 Accrued expenses $ 3,381,263 $ 3,878,278 |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
RISKS AND UNCERTAINTIES | NOTE 8 – RISKS AND UNCERTAINTIES Concentration Risk The table below shows customers who account for 10% or more of the Company’s total revenues and 10% or more of the Company’s accounts receivable for the periods presented: Customers exceeding 10% of revenue: SCHEDULES OF CONCENTRATION OF RISK Three Months Ended Three Months Ended Six Months Ended Six Months Ended Company Customer Number 2022 2021 2022 2021 C000001462 * 59 % 16 % 46 % C000001140 25 % * 20 % * C000001660 * * * 15 % C000001661 * 11 % * * C000000819 14 % * * * Customers exceeding 10% of accounts receivable: June 30, December 31, Company Customer Number 2022 2021 C000001462 * 41 % C000001140 23 % 23 % C000002151 12 % * The table below shows vendors who account for 10% or more of the Company’s total purchases and 10% or more of the Company’s accounts payable for the periods presented: Vendors exceeding 10% of purchases: Three Months Ended Three Months Ended Six Months Ended Six Months Ended Company Vendor Number 2022 2021 2022 2021 V000001029 23 % * 25 % 10 % V000001350 * 17 % * 16 % V000000453 * * 12 % * V000001372 * 25 % * 15 % V000001326 * * * 10 % V000001280 19 % * * * Vendors exceeding 10% of accounts payable: June 30, December 31, Company Vendor Number 2022 2021 V000001029 33 % * V000000453 * 20 % V000001372 * 33 % V000001326 * 12 % *Amounts less than 10% Foreign Exchange Risk Although the Company’s revenues and expenses are expected to be predominantly denominated in United States dollars, the Company may be exposed to currency exchange fluctuations. Recent events in the global financial markets have been coupled with increased volatility in the currency markets. Fluctuations in the exchange rate between the U.S. dollar, the Canadian dollar, the Euro, and the currency of other regions in which the Company may operate may have a material adverse effect on the Company’s business, financial condition and operating results. The Company may, in the future, establish a program to hedge a portion of the Company’s foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements. However, even if the Company develops a hedging program, there can be no assurance that it will effectively mitigate currency risks. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 9 – STOCK-BASED COMPENSATION Stock-based compensation expense for the six months ended June 30, 2022, and 2021 was $ 1,764,000 590,407 882,000 299,602 The following schedule shows stock grant activity for the six months ended June 30, 2022. SCHEDULE OF STOCK GRANT ACTIVITY Grants unissued as of December 31, 2021 153,673 Grants outstanding, beginning 153,673 Grants awarded 628,760 Forfeiture/Cancelled (7,200 ) Grants Vested (16,667 ) Grants unissued as of June 30, 2022 758,566 Grants outstanding, ending 758,566 As of June 30, 2022, the Company has $ 1.8 The following schedule shows stock option activity for the six months ended June 30, 2022. SCHEDULE OF STOCK GRANT VESTING PERIODS Number of Shares Weighted Average Remaining Life (Years) Weighted Average Exercise Price Stock options outstanding as of December 31, 2021 641,337 7.20 $ 6.27 Issued 44,410 9.50 $ 10.48 Expired - - $ - Exercised (4,555 ) - $ (6.00 ) Stock options outstanding as of June 30, 2022 681,192 7.40 $ 6.55 Stock options exercisable as of June 30, 2022 579,169 7.20 $ 6.41 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 $ 10.48 10 0.66 100 As of June 30, 2022, the Company has $ 0.6 0 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 10 – SHAREHOLDERS’ EQUITY On May 24, 2021, the Board of Directors authorized a stock repurchase program to purchase up to $ 5.0 2.0 7.0 1.5 8.5 419,088 9.02 3.8 924,003 9.20 8.5 For the three and six months ended June 30, 2021, the Company repurchased 52,895 under this program, 350,000 8.50 3.0 |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
WARRANTS | NOTE 11 – WARRANTS The following table shows warrant activity for the six months ended June 30, 2022. SCHEDULE OF WARRANT ACTIVITY Number of shares Weighted Average Exercise Price Warrants outstanding as of December 31, 2021 374,088 $ 11.26 Exercised (18,196 ) $ 6.00 Terminated – cashless exercise (44,393 ) $ 6.00 Warrants outstanding as of June 30, 2022 311,499 $ 12.32 Warrants exercisable as of June 30, 2022 311,499 $ 12.32 The weighted-average life of the warrants is 2.3 0 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES The Company has experienced losses for both book and tax purposes since inception. The deferred income tax benefit for the three and six month periods ended June 30, 2022 relates to the reduction in the deferred tax liability associated with the amortization of the intangible assets from the acquisitions of the Emerald and 2WR Entities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS The Company has evaluated events and transaction occurring subsequent to June 30, 2022 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. During 2021, the Company purchased lights from one of its international vendors to fulfill an order for a major customer. Subsequent to the sale, delivery and installation of the lights, the customer noted the lights were not performing as the manufacturer had stipulated. The Company performed tests of the lights and confirmed the performance metrics did not meet the manufacturer’s specifications. The Company worked with the customer to determine a lighting solution of replacement lights, sourced from the vendor, that would meet their needs. The customer has been a key customer to the Company and the Company expects to continue to do significant business with the customer in the future. In order to immediately satisfy the customer in this matter, during the third quarter of 2022, the Company agreed to supply the replacement lighting solution to the customer at the Company’s expense while the Company continues to work with the vendor to resolve the original defective lighting issue. The cost of the replacement lighting solution is expected to be $ 3.2 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Condensed Consolidated Financial Statements | 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’ equity (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, 2021. |
Significant Accounting Policies | Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. During the six months ended June 30, 2022, there were no material changes made to the Company’s significant accounting policies. |
Use of Estimates | Use of Estimates In preparing condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include: estimated revenues earned under construction design-build contracts; estimated useful lives and potential impairment of long-lived assets, intangibles and goodwill; inventory write offs; allowance for deferred tax assets; and allowance for bad debt. |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Balance Sheet Classifications | Balance Sheet Classifications The Company includes in current assets and liabilities the following amounts that are in connection with construction contracts that may extend beyond one year: contract assets and contract liabilities (including retainage invoiced to customers contingent upon anything other than the passage of time), capitalized costs to fulfill contracts, retainage payable to sub-contractors and accrued losses on uncompleted contracts. A one-year time period is used to classify all other current assets and liabilities when not otherwise prescribed by the applicable accounting principles. |
Contracts Receivable | Contracts Receivable Contracts receivable includes billed and unbilled amounts for services provided to customers for which the Company has an unconditional right to payment. Billed and unbilled amounts for which payment is contingent on anything other than the passage of time are included in contract assets and contract liabilities on a contract-by-contract basis. When payment of the retainage is contingent upon the Company fulfilling its obligations under the contract it does not meet the criteria to be included in contracts receivable and remains in the contract’s respective contract asset or contract liability, determined on a contract-by-contract basis. Retainage for which the Company has an unconditional right to payment that is only subject to the passage of time are included in contracts receivable. The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Contracts receivable is ordinarily due 30 days after the issuance of the invoice. Accounts past due more than 60 days are considered delinquent. Interest continues to accrue on delinquent accounts until the account is past due more than one year, at which time interest accrual ceases and does not resume until the account is no longer classified as delinquent, Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. |
Contract Assets and Liabilities | Contract Assets and Liabilities The timing of when the Company bills their customers on long-term construction contracts is generally dependent upon agreed-upon contractual terms, which may include milestone billings based on the completion of certain phases of the work, or when services are provided. When as a result of contingencies, billings cannot occur until after the related revenue has been recognized, the result is in unbilled revenue, which is included in contract assets. Additionally, the Company may receive advances or deposits from customers before revenue is recognized, resulting in deferred revenue, which is included in contract liabilities. Retainage for which the Company has an unconditional right to payment that is only subject to the passage of time are classified as contracts receivable. Retainage subject to conditions other than the passage of time do not meet the definition of a receivable and are therefore included in contract assets and contract liabilities, as determined on a contract-by-contract basis. Contract assets represent revenues recognized in excess of amounts paid or payable (contract receivables) to the Company on uncompleted contracts. Contract liabilities represent the Company’s obligation to perform on uncompleted contracts with customers for which the Company has received payment or for which contract receivables are outstanding. SCHEDULE OF CONTRACT ASSETS AND LIABILITIES Contract assets Revenue recognized in excess of amounts paid or payable (contract receivables) to the Company on uncompleted contracts (contract asset), excluding retainage $ 261,920 Retainage included in contract assets due to being conditional on something other than solely passage of time 281,767 Total contract assets $ 543,687 Contract liabilities Payments received or receivable (contract receivables) in excess of revenue recognized on uncompleted contracts (contract liability), excluding retainage $ (672,699 ) Retainage included in contract liabilities due to being conditional on something other than solely passage of time 1,014 Total contract liabilities $ (671,685 ) |
ORGANIZATION, ACQUISITIONS, A_2
ORGANIZATION, ACQUISITIONS, AND LIQUIDITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Emerald Construction Management Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF INITIAL ACQUISITION OF TARGET COMPANIES | SCHEDULE OF INITIAL ACQUISITION OF TARGET COMPANIES 1 Purchase Price $ 7,667,328 Allocation of Purchase Price: Cash $ 622,641 Accounts receivable, net $ 3,015,500 Contract receivable $ 697,019 Prepayments and other assets $ 38,086 Property and equipment $ 403,008 ROU asset $ 82,408 Goodwill $ 2,644,162 Intangible assets $ 3,780,000 Accrued expenses $ 2,111,302 Contract liabilities $ 476,786 ROU liability $ 82,408 Deferred tax liability $ 945,000 |
SCHEDULE OF SUPPLEMENTAL INFORMATION ON UNAUDITED PRO-FORMA BASIC OF ACQUISITION | The following pro forma amounts reflect the Company’s results as if the acquisition of Emerald had occurred on January 1, 2021. These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of the acquisition to reflect the additional amortization of intangibles. SCHEDULE OF SUPPLEMENTAL INFORMATION ON UNAUDITED PRO-FORMA BASIC OF ACQUISITION 1 2 3 4 Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue 18,718,087 16,775,744 49,015,819 33,062,834 Net Income (loss) (1,556,748 ) 1,040,701 (1,456,161 ) (263,650 ) |
2WR Sellers [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF INITIAL ACQUISITION OF TARGET COMPANIES | SCHEDULE OF INITIAL ACQUISITION OF TARGET COMPANIES Purchase Price $ 10,058,536 Allocation of Purchase Price: Cash $ 950,690 Accounts receivable, net $ 1,676,208 Prepayments and other assets $ 42,752 Property and equipment $ 9,351 Goodwill $ 7,090,054 Intangible assets $ 1,762,500 Accrued expenses $ 1,032,394 Deferred tax liability $ 440,625 |
SCHEDULE OF SUPPLEMENTAL INFORMATION ON UNAUDITED PRO-FORMA BASIC OF ACQUISITION | The following pro forma amounts reflect the Company’s results as if the acquisition of the 2WR Entities had occurred on January 1, 2020. These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of the acquisition to reflect the additional amortization of intangibles. SCHEDULE OF SUPPLEMENTAL INFORMATION ON UNAUDITED PRO-FORMA BASIC OF ACQUISITION 1 2 3 4 Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue 16,281,503 14,868,933 37,334,371 28,617,733 Net Income (loss) (1,739,304 ) 1,358,395 (2,435,521 ) 732,592 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES | Contract assets represent revenues recognized in excess of amounts paid or payable (contract receivables) to the Company on uncompleted contracts. Contract liabilities represent the Company’s obligation to perform on uncompleted contracts with customers for which the Company has received payment or for which contract receivables are outstanding. SCHEDULE OF CONTRACT ASSETS AND LIABILITIES Contract assets Revenue recognized in excess of amounts paid or payable (contract receivables) to the Company on uncompleted contracts (contract asset), excluding retainage $ 261,920 Retainage included in contract assets due to being conditional on something other than solely passage of time 281,767 Total contract assets $ 543,687 Contract liabilities Payments received or receivable (contract receivables) in excess of revenue recognized on uncompleted contracts (contract liability), excluding retainage $ (672,699 ) Retainage included in contract liabilities due to being conditional on something other than solely passage of time 1,014 Total contract liabilities $ (671,685 ) |
PREPAYMENTS AND OTHER ASSETS (T
PREPAYMENTS AND OTHER ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 December 31, 2021 Vendor prepayments $ 5,348,733 $ 10,652,962 Prepaid services and fees 761,697 587,505 Other assets 32,183 7,799 Prepayments and other assets $ 6,142,613 $ 11,248,266 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
SCHEDULE OF COST METHOD INVESTMENTS | The components of investments are summarized as follows: SCHEDULE OF COST METHOD INVESTMENTS June 30, 2022 December 31, 2021 Investment in Edyza $ 1,710,358 $ 1,710,358 Investment in XSF 2,500,000 2,500,000 Investment $ 4,210,358 $ 4,210,358 |
GOODWILL & INTANGIBLE ASSETS (T
GOODWILL & INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS | Intangible assets as of June 30, 2022 and December 31, 2021 consisted of the following: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS June 30, 2022 Cost Accumulated Amortization Net Book Value Finite-lived intangible assets: Customer relationships $ 2,665,100 $ 152,584 $ 2,502,516 Trademarks and trade names 2,195,000 148,018 2,046,982 Backlog and Other 708,837 444,162 264,675 Total finite-lived intangible assets: 5,558,937 744,764 4,814,173 Indefinite-lived intangible assets: Patents 44,276 - 44,276 Trade name 28,291 - 28,291 Total Intangible assets, net $ 5,631,504 $ 744,764 $ 4,886,740 December 31, 2021 Cost Accumulated Amortization Net Book Value Customer relationships $ 834,100 $ 49,649 $ 784,451 Trademarks and trade names 499,000 41,583 457,417 Backlog and Other 518,404 184,806 333,598 $ 1,851,504 $ 276,039 $ 1,575,466 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS | The estimated future amortization expense for intangible assets subject to amortization as of June 30, 2022, is summarized below: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS Estimated Future Amortization Expense Remainder of 2022 $ 577,253 2023 907,610 2024 819,944 2025 819,944 Thereafter 1,689,422 Total $ 4,814,173 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses are summarized as follows: SCHEDULE OF ACCRUED EXPENSES June 30, December 31, 2022 2021 Accrued operating expenses $ 673,034 $ 628,871 Accrued wages and related expenses 800,322 1,887,124 Accrued 401(k) 163,941 23,520 Accrued sales tax payable 1,743,966 1,338,763 Accrued expenses $ 3,381,263 $ 3,878,278 |
RISKS AND UNCERTAINTIES (Tables
RISKS AND UNCERTAINTIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
SCHEDULES OF CONCENTRATION OF RISK | The table below shows customers who account for 10% or more of the Company’s total revenues and 10% or more of the Company’s accounts receivable for the periods presented: Customers exceeding 10% of revenue: SCHEDULES OF CONCENTRATION OF RISK Three Months Ended Three Months Ended Six Months Ended Six Months Ended Company Customer Number 2022 2021 2022 2021 C000001462 * 59 % 16 % 46 % C000001140 25 % * 20 % * C000001660 * * * 15 % C000001661 * 11 % * * C000000819 14 % * * * Customers exceeding 10% of accounts receivable: June 30, December 31, Company Customer Number 2022 2021 C000001462 * 41 % C000001140 23 % 23 % C000002151 12 % * The table below shows vendors who account for 10% or more of the Company’s total purchases and 10% or more of the Company’s accounts payable for the periods presented: Vendors exceeding 10% of purchases: Three Months Ended Three Months Ended Six Months Ended Six Months Ended Company Vendor Number 2022 2021 2022 2021 V000001029 23 % * 25 % 10 % V000001350 * 17 % * 16 % V000000453 * * 12 % * V000001372 * 25 % * 15 % V000001326 * * * 10 % V000001280 19 % * * * Vendors exceeding 10% of accounts payable: June 30, December 31, Company Vendor Number 2022 2021 V000001029 33 % * V000000453 * 20 % V000001372 * 33 % V000001326 * 12 % *Amounts less than 10% |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK GRANT ACTIVITY | The following schedule shows stock grant activity for the six months ended June 30, 2022. SCHEDULE OF STOCK GRANT ACTIVITY Grants unissued as of December 31, 2021 153,673 Grants outstanding, beginning 153,673 Grants awarded 628,760 Forfeiture/Cancelled (7,200 ) Grants Vested (16,667 ) Grants unissued as of June 30, 2022 758,566 Grants outstanding, ending 758,566 |
SCHEDULE OF STOCK GRANT VESTING PERIODS | The following schedule shows stock option activity for the six months ended June 30, 2022. SCHEDULE OF STOCK GRANT VESTING PERIODS Number of Shares Weighted Average Remaining Life (Years) Weighted Average Exercise Price Stock options outstanding as of December 31, 2021 641,337 7.20 $ 6.27 Issued 44,410 9.50 $ 10.48 Expired - - $ - Exercised (4,555 ) - $ (6.00 ) Stock options outstanding as of June 30, 2022 681,192 7.40 $ 6.55 Stock options exercisable as of June 30, 2022 579,169 7.20 $ 6.41 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
SCHEDULE OF WARRANT ACTIVITY | The following table shows warrant activity for the six months ended June 30, 2022. SCHEDULE OF WARRANT ACTIVITY Number of shares Weighted Average Exercise Price Warrants outstanding as of December 31, 2021 374,088 $ 11.26 Exercised (18,196 ) $ 6.00 Terminated – cashless exercise (44,393 ) $ 6.00 Warrants outstanding as of June 30, 2022 311,499 $ 12.32 Warrants exercisable as of June 30, 2022 311,499 $ 12.32 |
SCHEDULE OF INITIAL ACQUISITION
SCHEDULE OF INITIAL ACQUISITION OF TARGET COMPANIES (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Allocation of Purchase Price: | ||
Goodwill | $ 10,636,284 | $ 7,992,121 |
Emerald Construction Management Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Purchase Price | 7,667,328 | |
Allocation of Purchase Price: | ||
Cash | 622,641 | |
Accounts receivable, net | 3,015,500 | |
Contract receivable | 697,019 | |
Prepayments and other assets | 38,086 | |
Property and equipment | 403,008 | |
ROU asset | 82,408 | |
Goodwill | 2,644,162 | |
Intangible assets | 3,780,000 | |
Accrued expenses | 2,111,302 | |
Contract liabilities | 476,786 | |
ROU liability | 82,408 | |
Deferred tax liability | 945,000 | |
2WR Sellers [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Purchase Price | 10,058,536 | |
Allocation of Purchase Price: | ||
Cash | 950,690 | |
Accounts receivable, net | 1,676,208 | |
Prepayments and other assets | 42,752 | |
Property and equipment | 9,351 | |
Goodwill | 7,090,054 | |
Intangible assets | 1,762,500 | |
Accrued expenses | 1,032,394 | |
Deferred tax liability | $ 440,625 |
SCHEDULE OF SUPPLEMENTAL INFORM
SCHEDULE OF SUPPLEMENTAL INFORMATION ON UNAUDITED PRO-FORMA BASIC OF ACQUISITION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Emerald Construction Management Inc [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Revenue | $ 18,718,087 | $ 16,775,744 | $ 49,015,819 | $ 33,062,834 |
Net Income (loss) | (1,556,748) | 1,040,701 | (1,456,161) | (263,650) |
2WR Sellers [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Revenue | 16,281,503 | 14,868,933 | 37,334,371 | 28,617,733 |
Net Income (loss) | $ (1,739,304) | $ 1,358,395 | $ (2,435,521) | $ 732,592 |
ORGANIZATION, ACQUISITIONS, A_3
ORGANIZATION, ACQUISITIONS, AND LIQUIDITY (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Apr. 29, 2022 | Jun. 28, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Emerald Construction Management Inc [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business acquisition, purchase price | $ 7.8 | |||
Business acquisition, initial purchase price | 7 | |||
Business acquisition. working capital adjustment | 0.8 | |||
Business acquisition, cash payment | 3.3 | |||
Business acquisition, outstanding debt | $ 0.4 | |||
Business acquisition, shares issued, shares | 283,515 | |||
Business acquisition, shares issued, value | $ 2.5 | |||
Business acquisition, contingent consideration liability | $ 2 | |||
Business acquisition, contingent consideration, description | The Emerald Contingent Consideration is payable quarterly for a two-year period and will be equal to 35% of the Quarterly Gross Profit (as defined in the Emerald Acquisition Agreement). | |||
2WR Sellers [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business acquisition, initial purchase price | $ 7.1 | |||
Business acquisition, cash payment | 2 | |||
Business acquisition, shares issued, value | $ 2 | |||
Business acquisition, contingent consideration, description | The 2WR Earnout Payments are payable quarterly for a two-year period and will be equal to 20% of the 2WR Entities’ Quarterly Gross Profit (as defined in the 2WR Purchase Agreement) | |||
Common stock, par value | $ 0.001 |
SCHEDULE OF CONTRACT ASSETS AND
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) | Jun. 30, 2022 USD ($) |
Accounting Policies [Abstract] | |
Revenue recognized in excess of amounts paid or payable (contract receivables) to the Company on uncompleted contracts (contract asset), excluding retainage | $ 261,920 |
Retainage included in contract assets due to being conditional on something other than solely passage of time | 281,767 |
Total contract assets | 543,687 |
Payments received or receivable (contract receivables) in excess of revenue recognized on uncompleted contracts (contract liability), excluding retainage | (672,699) |
Retainage included in contract liabilities due to being conditional on something other than solely passage of time | 1,014 |
Total contract liabilities | $ (671,685) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Cloud 9 Support, LLC [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Revenue from related party | $ 5,606 | $ 79,199 | $ 11,813 | $ 93,205 | |
Account receivable, related party | $ 4,052 | $ 4,052 | $ 6,797 |
SCHEDULE OF PREPAID BALANCES (D
SCHEDULE OF PREPAID BALANCES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Vendor prepayments | $ 5,348,733 | $ 10,652,962 |
Prepaid services and fees | 761,697 | 587,505 |
Other assets | 32,183 | 7,799 |
Prepayments and other assets | $ 6,142,613 | $ 11,248,266 |
SCHEDULE OF COST METHOD INVESTM
SCHEDULE OF COST METHOD INVESTMENTS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Investments in and Advances to Affiliates [Line Items] | ||
Investment | $ 4,210,358 | $ 4,210,358 |
Edyza [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investment | 1,710,358 | 1,710,358 |
XSF [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investment | $ 2,500,000 | $ 2,500,000 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) shares in Thousands | Oct. 30, 2021 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 30, 2021 $ / shares |
Investments in and Advances to Affiliates [Line Items] | ||||
Investments | $ 4,210,358 | $ 4,210,358 | ||
XS Financial [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Investments | $ 2,500,000 | |||
Capital rasied | $ 43,500,000 | |||
Conversion of debt into equity percentage | 9.50% | |||
Debt Instrument, Maturity Date | Oct. 28, 2023 | |||
Class of Warrant or Right, Outstanding | shares | 1,250,000,000 | |||
Share Price | $ / shares | $ 0.45 | |||
XS Financial [Member] | Note Purchase Agreement [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Conversion of debt into equity percentage | 8% | |||
XS Financial [Member] | Note Purchase Agreement [Member] | Payment in Kind (PIK) Note [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Conversion of debt into equity percentage | 1.50% |
SCHEDULE OF FINITE-LIVED INTANG
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets Cost | $ 5,558,937 | $ 1,851,504 |
Finite lived intangible assets accumulated amortization | 744,764 | 276,039 |
Finite lived intangible assets net book value | 4,814,173 | |
Indefinite lived intangible assets Cost | 5,631,504 | |
Indefinite lived intangible assets accumulated amortization | 744,764 | |
Finite lived intangible assets net book value | 4,886,740 | 1,575,466 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets Cost | 2,665,100 | 834,100 |
Finite lived intangible assets accumulated amortization | 152,584 | 49,649 |
Finite lived intangible assets net book value | 2,502,516 | |
Finite lived intangible assets net book value | 784,451 | |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets Cost | 2,195,000 | 499,000 |
Finite lived intangible assets accumulated amortization | 148,018 | 41,583 |
Finite lived intangible assets net book value | 2,046,982 | |
Finite lived intangible assets net book value | 457,417 | |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets Cost | 708,837 | 518,404 |
Finite lived intangible assets accumulated amortization | 444,162 | 184,806 |
Finite lived intangible assets net book value | 264,675 | |
Finite lived intangible assets net book value | $ 333,598 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets Cost | 44,276 | |
Indefinite lived intangible assets accumulated amortization | ||
Indefinite lived intangible assets net book value | 44,276 | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets Cost | 28,291 | |
Indefinite lived intangible assets accumulated amortization | ||
Finite lived intangible assets net book value | $ 28,291 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS (Details) | Jun. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2022 | $ 577,253 |
2023 | 907,610 |
2024 | 819,944 |
2025 | 819,944 |
Thereafter | 1,689,422 |
Total | $ 4,814,173 |
GOODWILL & INTANGIBLE ASSETS (D
GOODWILL & INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 10,636,284 | $ 10,636,284 | $ 7,992,121 | ||
Amortization expense for intangible assets | $ 306,225 | $ 411 | $ 468,725 | $ 578 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued operating expenses | $ 673,034 | $ 628,871 |
Accrued wages and related expenses | 800,322 | 1,887,124 |
Accrued 401(k) | 163,941 | 23,520 |
Accrued sales tax payable | 1,743,966 | 1,338,763 |
Accrued expenses | $ 3,381,263 | $ 3,878,278 |
SCHEDULES OF CONCENTRATION OF R
SCHEDULES OF CONCENTRATION OF RISK (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
C000001462 [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 59% | 16% | 46% | ||
C000001462 [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 41% | ||||
C000001140 [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 25% | 20% | |||
C000001140 [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 23% | 23% | |||
C000001660 [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 15% | ||||
C000001660 [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 12% | ||||
C000001661 [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 11% | ||||
C000000819 [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 14% | ||||
V000001029 [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 23% | 25% | 10% | ||
V000001029 [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 33% | ||||
V000001350 [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 17% | 16% | |||
V000001350 [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 20% | ||||
V000000453 [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 12% | ||||
V000000453 [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 33% | ||||
V000001372 [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 25% | 15% | |||
V000001372 [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 12% | ||||
V000001326 [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 10% | ||||
V000001280 [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 19% |
SCHEDULE OF STOCK GRANT ACTIVIT
SCHEDULE OF STOCK GRANT ACTIVITY (Details) | 6 Months Ended |
Jun. 30, 2022 shares | |
Share-Based Payment Arrangement [Abstract] | |
Grants outstanding, beginning | 153,673 |
Grants awarded | 628,760 |
Forfeiture/Cancelled | (7,200) |
Grants Vested | (16,667) |
Grants outstanding, ending | 758,566 |
SCHEDULE OF STOCK GRANT VESTING
SCHEDULE OF STOCK GRANT VESTING PERIODS (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Stock options outstanding, Number of shares, beginning | shares | 641,337 |
Stock options outstanding, Weighted Average Remaining Life (Years), beginning | 7 years 2 months 12 days |
Stock options outstanding, Weighted Average Exercise Price, Beginning | $ / shares | $ 6.27 |
Issued, Number of shares | shares | 44,410 |
Issued, Weighted Average Remaining Life (Years) | 9 years 6 months |
Issued, Weighted Average Exercise Price | $ / shares | $ 10.48 |
Expired, Number of shares | shares | |
Expired, Weighted Average Exercise Price | $ / shares | |
Exercised, Number of shares | shares | (4,555) |
Exercised, Weighted Average Exercise Price | $ / shares | $ (6) |
Stock options outstanding, Number of shares, ending | shares | 681,192 |
Stock options outstanding, Weighted Average Remaining Life (Years), ending | 7 years 4 months 24 days |
Stock options outstanding, Weighted Average Exercise Price, Ending | $ / shares | $ 6.55 |
Stock options exercisable | shares | 579,169 |
Stock options exercisable, Weighted Average Remaining Life (Years) | 7 years 2 months 12 days |
Stock options exercisable, Weighted Average Exercise Price | $ / shares | $ 6.41 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 882,000 | $ 299,602 | $ 1,764,000 | $ 590,407 |
Unrecognized share-based compensation expense | 1,800,000 | 1,800,000 | ||
Aggregate intrinsic value of options outstanding and 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 | $ 600,000 | $ 600,000 | ||
Share price | $ 10.48 | $ 10.48 | ||
Remaining contractual term | 10 years | |||
Rsk-free interest rate | 0.66% | |||
Expected volatility rate | 100% |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Feb. 02, 2022 | Jan. 18, 2022 | May 24, 2021 | |
Class of Stock [Line Items] | ||||||
Stock Repurchased During Period, Value | $ 499,270 | $ 3,474,270 | ||||
Stock Repurchase Program [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Repurchased During Period, Shares | 52,895 | 924,003 | 350,000 | |||
Share Price | $ 8.50 | $ 9.20 | $ 8.50 | |||
Stock Repurchased During Period, Value | $ 3,000,000 | $ 8,500,000 | $ 3,000,000 | |||
Common Stock [Member] | Stock Repurchase Program [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Repurchased During Period, Shares | 419,088 | |||||
Share Price | $ 9.02 | |||||
Stock Repurchased During Period, Value | $ 3,800,000 | |||||
Board of Directors [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Repurchase Program, Authorized Amount | $ 1,500,000 | $ 2,000,000 | $ 5,000,000 | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 8,500,000 | $ 7,000,000 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Offsetting Assets [Line Items] | |
Number of shares, Warrants outstanding beginning | shares | 374,088 |
Weighted Average Exercise Price, Balance beginning | $ / shares | $ 11.26 |
Number of shares, Warrants Exercised | shares | (18,196) |
Weighted Average Exercise Price, Warrants Exercised | $ / shares | $ 6 |
Number of shares, Warrants terminated cashless exercise | shares | (44,393) |
Weighted Average Exercise Price, Warrants terminated cashless exercise | $ / shares | $ 6 |
Number of shares, Warrants outstanding ending | shares | 311,499 |
Weighted Average Exercise Price, Balance ending | $ / shares | $ 12.32 |
Number of shares, Warrants exercisable | shares | 311,499 |
Weighted Average Exercise Price, Warrants exercisable | $ / shares | $ 12.32 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | Jun. 30, 2022 USD ($) |
Warrants | |
Warrant term | 2 years 3 months 18 days |
Warrant outstanding and exercisable aggregate intrinsic value | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) $ in Millions | Sep. 30, 2022 USD ($) |
Forecast [Member] | Lights [Member] | |
Propert and equipment, cost | $ 3.2 |