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Form 10-Q Sunworks, Inc. For: Jun 30

August 9, 2022 9:03 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2022.

 

Or

 

TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________

 

Commission File Number 001-36868

 

 

SUNWORKS, INC.

(Name of registrant in its charter)

 

Delaware   01-0592299

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1555 Freedom Boulevard

Provo, UT 84604

(Address of principal executive offices) (Zip Code)

 

(385) 497-6955

(Registrant’s telephone Number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Ticker symbol(s)   Name of each exchange on which registered
Common stock, par value $0.001 per share   SUNW   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
  Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes No

 

The number of shares of registrant’s common stock outstanding as of August 9, 2022 was 32,940,656

 

 

 

 

 
 

 

TABLE OF CONTENTS

 

  Page
   
PART I - FINANCIAL INFORMATION  
   
ITEM 1. FINANCIAL STATEMENTS 4
   
Condensed Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 4
   
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 5
   
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2022 and 2021 6
   
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 7
   
Notes to the Unaudited Condensed Consolidated Financial Statements 8
   
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 20
   
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 25
   
ITEM 4. CONTROLS AND PROCEDURES 25
   
PART II - OTHER INFORMATION  
   
ITEM 1. LEGAL PROCEEDINGS 26
   
ITEM 1A. RISK FACTORS 26
   
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 26
   
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 26
   
ITEM 4. MINE SAFETY DISCLOSURES 26
   
ITEM 5. OTHER INFORMATION 26
   
ITEM 6. EXHIBITS 26
   
SIGNATURES 27

 

2
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (this Quarterly Report) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and we intend that such forward-looking statements be subject to the safe harbors created thereby. For this purpose, any statements contained in this Quarterly Report except for statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, trends in our businesses, or other characterizations of future events or circumstances are forward-looking statements.

 

The forward-looking statements included herein are based on current expectations of our management based on available information and involve a number of risks and uncertainties, all of which are difficult or impossible to predict accurately and many of which are beyond our control. As such, our actual results may differ significantly from those expressed in any forward-looking statements. Factors that might cause these differences in actual results include the risks and uncertainties discussed in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 (our Annual Report), and the additional risks described in other documents we file from time to time with the Securities and Exchange Commission (SEC). In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking information. Except as may be required by law, we disclaim any intent to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

3
 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

SUNWORKS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2022 AND DECEMBER 31, 2021

(in thousands, except share and per share data)

 

   June 30, 2022   December 31, 2021 
   (Unaudited)     
Assets          
Current Assets:          
Cash and cash equivalents  $12,067   $19,719 
Restricted cash   323    323 
Accounts receivable, net   8,012    4,568 
Inventory   18,822    10,219 
Contract assets   19,637    14,498 
Other current assets   4,748    4,154 
Total Current Assets   63,609    53,481 
Property and equipment, net   2,778    3,195 
Finance lease right-of-use assets, net   1,488    1,407 
Operating lease right-of-use assets   2,212    2,502 
Deposits   139    132 
Intangible assets, net   6,383    7,910 
Goodwill   32,186    32,186 
Total Assets  $108,795   $100,813 
           
Liabilities and Shareholders’ Equity          
Current Liabilities:          
Accounts payable and accrued liabilities  $16,323   $11,127 
Contract liabilities   19,417    12,201 
Finance lease liability, current portion   440    424 
Operating lease liability, current portion   967    993 
Total Current Liabilities   37,147    24,745 
           
Long-Term Liabilities:          
Finance lease liability, net of current portion   618    542 
Operating lease liability, net of current portion   1,245    1,509 
Warranty liability   1,371    1,251 
Total Long-Term Liabilities   3,234    3,302 
Total Liabilities   40,381    28,047 
           
Commitments and contingencies   -    - 
           
Shareholders’ Equity:          
Preferred stock, $0.001 par value, 5,000,000 authorized shares; no shares issued and outstanding   -    - 
Common stock, $0.001 par value; 50,000,000 authorized shares; 32,934,822 and 29,193,772 shares issued and outstanding, at June 30, 2022 and December 31, 2021, respectively   33    29 
Additional paid-in capital   199,433    187,997 
Accumulated deficit   (131,052)   (115,260)
Total Shareholders’ Equity   68,414    72,766 
           
Total Liabilities and Shareholders’ Equity  $108,795   $100,813 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4
 

 

SUNWORKS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 and 2021

(in thousands, except share and per share data)

 

   June 30, 2022   June 30, 2021   June 30, 2022   June 30, 2021 
   Three Months Ended   Six Months Ended 
   June 30, 2022   June 30, 2021   June 30, 2022   June 30, 2021 
                 
Revenue, net  $36,397   $32,091   $67,593   $38,260 
                     
Cost of Goods Sold   19,532    16,953    36,697    23,031 
                     
Gross Profit   16,865    15,138    30,896    15,229 
                     
Operating Expenses:                    
Selling and marketing   14,318    10,165    26,548    11,396 
General and administrative   8,525    6,738    15,961    10,190 
Stock-based compensation   371    1,113    1,655    1,264 
Depreciation and amortization   1,312    1,905    2,595    1,970 
                     
Total Operating Expenses   24,526    19,921    46,759    24,820 
                     
Operating Loss   (7,661)   (4,783)   (15,863)   (9,591)
                     
Other Income (Expense)                    
Other income, net   51    2,886    53    2,890 
Interest expense   (59)   (21)   (66)   (30)
Gain on disposal of property and equipment   178    51    178    51 
                     
Total Other Income, net   170    2,916    165    2,911 
                     
Loss before Income Taxes   (7,491)   (1,867)   (15,698)   (6,680)
                     
Income Tax Expense   94    -    94    - 
                     
Net Loss  $(7,585)  $(1,867)  $(15,792)  $(6,680)
                     
LOSS PER SHARE:                    
Basic  $(0.23)  $(0.07)  $(0.51)  $(0.26)
Diluted  $(0.23)  $(0.07)  $(0.51)  $(0.26)
                     
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING                    
Basic   32,907,289    27,047,744    31,262,031    26,145,676 
Diluted   32,907,289    27,047,744    31,262,031    26,145,676 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

5
 

 

SUNWORKS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED June 30, 2022 and 2021

(in thousands, except share data)

 

           Additional         
   Common Stock   Paid-in   Accumulated     
   Shares   Amount   Capital   Deficit   Total 
Balance at December 31, 2021   29,193,772   $29   $187,997   $(115,260)  $72,766 
Stock-based compensation   -    -    1,284    -    1,284 
Issuance of common stock under terms of restricted stock grants   121,666    -    -    -    - 
Sales of common stock pursuant to S-3 registration statement, net   2,757,830    3    7,811    -    7,814 
Net loss for the three months ended March 31, 2022   -    -    -    (8,207)   (8,207)
Balance at March 31, 2022   32,073,268    32    197,092    (123,467)   73,657 
Stock-based compensation   -    -    371    -    371 
Issuance of common stock under terms of restricted stock grants   95,000    -    -    -    - 
Tax withholdings related to net share settlements of equity awards   (16,703)   -    (34)   -    (34)
Sales of common stock pursuant to S-3 registration statement, net   783,257    1    2,004    -    2,005 
Net loss for the three months ended June 30, 2022   -    -    -    (7,585)   (7,585)
Balance at June 30, 2022   32,934,822   $33   $199,433   $(131,052)  $68,414 

 

                Additional              
    Common Stock     Paid-in     Accumulated        
    Shares     Amount     Capital     Deficit     Total  
Balance at December 31, 2020     23,835,258     $ 24     $ 122,668     $ (88,635 )   $ 34,057  
Stock-based compensation for options     -       -       151       -       151  
Sales of common stock pursuant to S-3 registration statement     3,212,486       3       48,855       -       48,858  
Net loss for the three months ended March 31, 2021     -       -       -       (4,813 )     (4,813 )
Balance at March 31, 2021     27,047,744       27       171,674       (93,448 )     78,253  
Stock-based compensation for options     -       -       1,113       -       1,113  
Net loss for the three months ended June 30, 2021     -       -       -       (1,867 )     (1,867 )
Balance at June 30, 2021     27,047,744     $ 27     $ 172,787     $ (95,315 )   $ 77,499  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

6
 

 

SUNWORKS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED June 30, 2022 and 2021

(in thousands)

 

   June 30, 2022   June 30, 2021 
   Six Months Ended 
   June 30, 2022   June 30, 2021 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(15,792)  $(6,680)
Adjustments to reconcile net loss to net cash used in operating activities          
Depreciation and amortization   2,595    1,970 
Amortization of right-of-use assets   536    484 
Gain on sale of equipment   (178)   (51)
Paycheck Protection Program loan forgiveness   -    (2,881)
Stock-based compensation   1,655    1,264 
Bad debt expense   225    188 
Changes in Operating Assets and Liabilities, net of acquisition          
Accounts receivable   (3,669)   (3,952)
Inventory   (8,603)   (1,961)
Deposits and other current assets   (601)   (782)
Contract assets   (5,139)   (91)
Accounts payable and accrued liabilities   5,196    1,635 
Contract liabilities   7,216    1,378 
Warranty liability   120    60 
Operating lease liability   (536)   (484)
NET CASH USED IN OPERATING ACTIVITIES   (16,975)   (9,903)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of Solcius LLC, net of cash acquired   -    (50,619)
Purchase of property and equipment   (439)   (429)
Proceeds from sale of equipment   197    61 
NET CASH USED IN INVESTING ACTIVITIES   (242)   (50,987)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Principal payments on finance lease liabilities   (220)   (99)
Proceeds from sale of common stock, net   9,819    48,858 
Payments for taxes related to net share settlement of equity awards   (34)   - 
NET CASH PROVIDED BY FINANCING ACTIVITIES   9,565    48,759 
           
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH   (7,652)   (12,131)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH BEGINNING OF PERIOD   20,042    39,339 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD  $12,390   $27,208 
           
Cash and cash equivalents  $12,067   $26,860 
Restricted cash   323    348 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD  $12,390   $27,208 
           
CASH PAID FOR:          
Interest  $18   $11 
Franchise and corporate excise taxes  $42   $- 
           
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS          
Increase in operating right-of-use assets and liabilities due to lease modification   -    103 
Right-of-use assets obtained in exchange for new finance lease liability  $338    87 
Right-of-use assets obtained in exchange for new operating lease liability  $247   $481 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

7
 

 

SUNWORKS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(dollars in thousands, except share and per share data)

 

References herein to “we,” “us,” “Sunworks,” and “the Company” are to Sunworks, Inc. and its wholly owned subsidiaries, Sunworks United Inc. (“Sunworks United”), Commercial Solar Energy, Inc. (“CSE”), and Solcius LLC. (“Solcius”)

 

1. BASIS OF PRESENTATION

 

We provide photovoltaic (“PV”) and battery-based power and storage systems for the residential and commercial markets. Commercial projects include commercial, agricultural, industrial and public works projects. We operate in several residential and commercial markets including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, Massachusetts, Rhode Island, New York, Pennsylvania, New Jersey and South Carolina. Through our operating subsidiaries, we design, arrange financing, integrate, install, and manage systems ranging in size from 2kW (kilowatt) for residential projects to multi-MW (megawatt) systems for larger commercial and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions.

 

On April 8, 2021, Sunworks, Inc., through its operating subsidiary Sunworks United (the “Buyer”), acquired all of the issued and outstanding membership interests (the “Solcius Acquisition”) of Solcius, from Solcius Holdings, LLC (“Seller”). Located in Provo, Utah, Solcius is a full-service, residential solar systems provider. The Company believes the Solcius Acquisition enhances economies of scale, leading to better access to suppliers, vendors and financial partners, as well as marketing and customer acquisition opportunities.

 

The Solcius Acquisition was consummated on April 8, 2021, pursuant to a Membership Interest Purchase Agreement, dated as of April 8, 2021 (the “Purchase Agreement”), by and between Buyer and Seller. The purchase price for Solcius consisted of $51,750 in cash, subject to post-closing adjustments related to working capital, cash, indebtedness and transaction expenses. The acquired assets and operating results of Solcius are included in these consolidated financial statements and footnotes since the date of acquisition through June 30, 2022 (see Note 3).

 

The accompanying unaudited condensed consolidated financial statements (“financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year December 31, 2021.

 

8
 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. These accounting policies conform to GAAP and have been consistently applied in the preparation of the condensed consolidated financial statements.

 

There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021.

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of Sunworks, Inc., and its wholly owned operating subsidiaries: Sunworks United Inc., Commercial Solar Energy, Inc. and Solcius LLC. All material intercompany transactions have been eliminated upon consolidation of these entities.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform to the current presentation. The reclassifications impact historical segment reporting disclosures as historical corporate payroll costs were moved from the commercial operations segment to the corporate segment for enhanced reporting disclosures.

 

Segment Reporting

 

We currently operate in three segments based upon our organizational structure and the way in which our operations are managed and evaluated. Our largest segment is Residential Solar which are projects smaller in size and shorter in duration. Our second operating segment is Commercial Solar Energy which includes projects that are commonly larger in size and longer in duration serving commercial, industrial, agricultural and public works customers. Our third segment is the Corporate, which is responsible for general company oversight and management. Disaggregating the corporate costs from the residential and commercial operations simplifies the performance evaluation of the Residential Solar and Commercial Solar Energy segments.

 

Use of Estimates

 

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, intangibles, impairments and estimations of long-lived assets, revenue recognition on construction contracts recognized over time, fair value of assets acquired and liabilities assumed in a business combination, allowances for uncollectible accounts, finance lease right-of-use assets and liabilities, operating lease right-of-use assets and liabilities, warranty reserves, inventory valuation, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Revenue Recognition

 

Revenue and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, engineering, procurement and construction (“EPC”) projects for residential and smaller commercial systems that require us to deliver functioning solar power systems are generally completed within two to twelve months from commencement of construction. Construction on larger commercial projects may be completed within eighteen to thirty-six months, depending on the size and location. We recognize revenue from commercial EPC services over time as our performance creates or enhances an energy generation asset controlled by the customer.

 

For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection. We recognize revenue for systems operations and maintenance over the term of the service period.

 

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For commercial projects, we commence recognizing performance revenue when work starts on the job and continue recognizing revenue over time as work is performed based on the ratio of costs incurred, excluding modules and components, compared to the total estimated non-materials costs at completion of the performance obligations.

 

Judgment is required to evaluate assumptions including the amount of net contract revenue and the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue to recognize. If estimated total costs on any contract are greater than the net contract revenue, the Company recognizes the entire estimated loss in the period the loss becomes known.

 

Changes in estimates for commercial projects occur for a variety of reasons, including, but not limited to (i) construction plan accelerations or delays, (ii) product cost forecast changes, (iii) change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect in the Company’s condensed consolidated statements of operations. The table below outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the three and six months ended June 30, 2022 and 2021 as well as the number of projects that comprise such changes. For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $100, calculated on a quarterly basis during the periods, are presented. Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects.

 

(In thousands, except number of projects)  June 30, 2022   June 30, 2021   June 30, 2022   June 30, 2021 
   Three Months Ended   Six Months Ended 
(In thousands, except number of projects)  June 30, 2022   June 30, 2021   June 30, 2022   June 30, 2021 
Increase in revenue from net changes in transaction prices  $-   $106   $475   $115 
Increase (decrease) in revenue from net changes in input cost estimates   -    35    (487)   38 
Net increase in revenue from net changes in estimates  $-   $141   $(12)  $153 
                     
Number of projects   -    3    3    5 
                     
Net change in estimate as a percentage of aggregate revenue for associated projects   0.0%   14.2%   (0.2)%   4.1%

 

Contract Assets and Liabilities

 

Contract assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain contractual milestones are met; (ii) direct costs, including commissions, installation labor related costs and permitting fees paid prior to recording revenue, and (iii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for larger construction contracts. Contract liabilities consist of deferred revenue, customer deposits and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Total contract assets and contract liabilities balances as of the respective dates are as follows:

 

(In thousands)  June 30, 2022   December 31, 2021 
   As of 
(In thousands)  June 30, 2022   December 31, 2021 
Contract Assets  $19,637   $14,498 
Contract Liabilities   19,417    12,201 

 

During the three and six months ended June 30, 2022, the Company recognized revenue of $4,187 and $6,863, respectively, that was included in contract liabilities as of December 31, 2021. Pre-Solcius acquisition, the Commercial Solar Energy segment for the three and six months ended June 30, 2021 recognized revenue of $2,382 and $3,852, respectively, that was included in contract liabilities as of December 31, 2020.

 

10
 

 

The following table represents the average percentage of completion as of June 30, 2022 for EPC projects that the Company is constructing. The Company expects to recognize $36,091 of revenue upon transfer of control of the projects.

 

Project  Revenue Category  Expected Years Revenue Recognition Will Be Completed  Average Percentage of Revenue Recognized 
Various Projects  EPC services  2022 - 2023   40.1%

 

Basic and Diluted Net (Loss) per Share Calculations

 

(Loss) per Share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing income (loss) available to holders of common stock by the weighted-average number of shares of common stock outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares of common stock were dilutive. The shares for employee options, restricted stock, warrants and convertible notes were not used in the calculation of the net loss per share.

 

A net loss causes all outstanding common stock options and unvested restricted stock units (“RSUs”) to be anti-dilutive. As a result, the basic and diluted losses per common share are the same for the three and six months ended June 30, 2022 and 2021, respectively.

 

As of June 30, 2022, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 276,720 stock options and 1,109,581 unvested RSUs.

 

As of June 30, 2021, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 329,914 stock options and 287,500 unvested RSUs.

 

Dilutive per share amounts are computed using the weighted-average number of shares of common stock outstanding and potentially dilutive securities, using the treasury stock method, if their effect would be dilutive.

 

New Accounting Pronouncements

 

Management reviewed currently issued pronouncements during the six months ended June 30, 2022, and believes that any recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying condensed consolidated financial statements.

 

3. BUSINESS ACQUISITION

 

On April 8, 2021, pursuant to the Purchase Agreement, the Company, through its operating subsidiary Sunworks United Inc., acquired all of the issued and outstanding membership interests of Solcius from the Seller. Located in Provo, Utah, Solcius is a full-service residential solar systems provider.

 

The purchase price for Solcius consisted of $51,750 in cash subject to post-closing adjustments related to working capital, cash, indebtedness and transaction expenses. The Solcius Acquisition was accounted for under ASC 805 and the financial results of Solcius have been included in the Company’s condensed consolidated financial statements since the date of the Solcius Acquisition.

 

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Purchase Price Allocation

 

Under the purchase method of accounting, the transaction was valued for accounting purposes at $52,111 which was the fair value of Solcius at the time of acquisition. The assets and liabilities of Solcius were recorded at their respective fair values as of the date of acquisition. The Company utilized the services of a valuation specialist to assist in identifying $15,600 of separately identifiable intangible assets. Any difference between the cost of Solcius and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following:

 

   (in thousands) 
Base purchase price  $51,750 
Working capital shortfall   (1,131)
Cash surplus   1,492 
Total purchase price paid  $52,111 
      
Cash  $1,492 
Accounts receivable   1,729 
Inventory   3,833 
Contract assets   7,336 
Prepaids and other current assets   1,603 
Property and equipment   143 
Deposits   91 
Operating lease right-of-use asset   1,885 
Finance lease right-of-use assets   1,200 
Other intangible assets   15,600 
Identifiable assets acquired   34,912 
Accounts payable and accrued liabilities   (6,957)
Contract liabilities   (5,273)
Operating and finance lease liabilities   (2,757)
Liabilities assumed   (14,987)
Net identifiable assets acquired   19,925 
Goodwill   32,186 
Net assets acquired  $52,111 

 

During the three and six months ended June 30, 2022, we recorded no transaction costs related to the Solcius Acquisition. During the three and six months ended June 30, 2021, we recorded transaction costs of $40 and $750 related to the Solcius Acquisition, respectively. These expenses were accounted for separately from the net assets acquired and were included in general and administrative expense for the three months and six months ended June 30, 2021.

 

We conducted an assessment of the net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values and concluded that no additional adjustment to the purchase price allocation or accounting was required from the original purchase accounting.

 

Pro Forma Information (Unaudited)

 

The results of operations for the Solcius Acquisition since the April 8, 2021 closing date have been included in our consolidated financial statements. The following unaudited pro forma financial information represents a summary of the condensed consolidated results of operations for three and six months ended June 30, 2022 and 2021, assuming the Solcius Acquisition had been completed as of January 1, 2020. The pro forma financial information includes certain non-recurring pro forma adjustments that were directly attributable to the business combination. The proforma adjustments include the elimination of Solcius Acquisition transaction expenses totaling $750 incurred in the six months of 2021, and adjustments to recognize amortization of intangible assets, retention stock-based compensation programs and retention bonus accruals in 2022 and 2021. The retention bonus expense is recognized over the first year following the Solcius Acquisition. The pro forma financial information is not necessarily indicative of the results of operations that would have been achieved if the Solcius Acquisition had been effective as of these dates, or of future results.

 

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   June 30, 2022   June 30, 2021   June 30, 2022   June 30, 2021 
   Three Months Ended   Six Months Ended 
   June 30, 2022   June 30, 2021   June 30, 2022   June 30, 2021 
                 
Revenue, net  $36,397   $33,532   $67,593   $64,344 
                     
Net Loss  $(7,151)  $(282)  $(13,971)  $(4,414)

 

4. REVENUE FROM CONTRACTS WITH CUSTOMERS

 

The following table represents a disaggregation of revenue by customer type from contracts with customers for the three and six months ended June 30, 2022 and 2021:

 

   2022   2021   2022   2021 
  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
   2022   2021   2022   2021 
Commercial  $2,756   $6,221   $5,545   $9,216 
Public Works   478    940    1,886    2,584 
Residential   33,163    24,930    60,162    26,460 
Total  $36,397   $32,091   $67,593   $38,260 

 

5. OPERATING SEGMENTS

 

Beginning in 2022, the Company assessed its operating segment disclosure based on ASC 280, Segment Reporting guidance. As a result, the following segments were established: Residential Solar, Commercial Solar Energy, and Corporate.

 

Residential Solar

 

Through our Solcius operating subsidiary, we design, arrange financing, integrate, install, and manage systems, primarily for residential homeowners. We sell residential solar systems through multiple channels, through our network of sales channel partners, as well as, a growing direct sales channel strategy. We operate in several residential markets including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, and South Carolina. We have direct sales and/or operations personnel in California, Nevada, Utah, Arizona, New Mexico, Texas, Colorado, South Carolina, Wisconsin and Minnesota.

 

Commercial Solar

 

Through our Commercial Solar Energy subsidiary, we design, arrange financing, integrate, install, and manage systems ranging in size from 50kW (kilowatt) to multi-MW (megawatt) systems primarily for larger commercial and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions. Historically, the Commercial Solar Energy subsidiary participated in the California Residential solar market.  Following the Solcius Acquisition, all new residential sales are managed under the Solcius brand.  Due to materiality, the Company will continue to report the remaining backlog of Residential projects in the Commercial Solar Energy segment, which is expected to be fulfilled within the next year. Commercial Solar Energy primarily operates in California.

 

13
 

 

Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the three months and six months ended June 30, 2022.

 

   Residential Solar   Commercial Solar   Corporate   Total 
   Three Months Ended June 30, 2022 
   Residential Solar   Commercial Solar   Corporate   Total 
Net revenue  $32,516   $3,881   $-   $36,397 
Cost of sales   16,279    3,253    -    19,532 
Gross profit   16,237    628         16,865 
                     
Operating expenses                     
Selling and marketing   13,225    870    223    14,318 
General and administrative   5,000    1,676    1,849    8,525 
Segment loss   (1,988)   (1,918)   (2,072)   (5,978)
                     
Stock-based compensation   16    35    320    371 
Depreciation and amortization   1,265    47    -    1,312 
Operating loss  $(3,269)  $(2,000)  $(2,392)  $(7,661)

 

   Residential Solar   Commercial Solar   Corporate   Total 
   Six Months Ended June 30, 2022 
   Residential Solar   Commercial Solar   Corporate   Total 
Net revenue  $58,911   $8,682   $-   $67,593 
Cost of sales   29,473    7,224    -    36,697 
Gross profit   29,438    1,458         30,896 
                     
Operating expenses                    
Selling and marketing   24,357    1,721    470    26,548 
General and administrative   9,397    3,142    3,422    15,961 
Segment loss   (4,316)   (3,405)   (3,892)   (11,613)
                     
Stock-based compensation   721    70    864    1,655 
Depreciation and amortization   2,506    89    -    2,595 
Operating loss  $(7,543)  $(3,564)  $(4,756)  $(15,863)

 

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6. RIGHT-OF-USE OPERATING LEASES

 

The Company has right-of-use (“ROU”) operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 year to 5 years, some of which include options to extend.

 

The Company’s operating lease expense for the three and six months ended June 30, 2022 amounted to $384 and $811, respectively. The Company’s operating lease expense for the three and six months ended June 30, 2021 amounted to $444 and $758, respectively. Operating lease payments, which reduced operating cash flows for the three and six months ended June 30, 2022 amounted to $384 and $811, respectively. The difference between the ROU asset amortization of $536 and the associated lease expense of $811 consists of short-term leases excluded from the ROU asset calculation, basic operating lease expenses included in the lease expense for property and sales taxes, triple net and common area charges for facilities and other equipment and vehicle lease related charges.

 

Supplemental balance sheet information related to leases is as follows:

   June 30, 2022 
    (in thousands) 
Operating lease right-of-use assets  $2,212 
      
Operating lease liabilities—short term   967 
Operating lease liabilities—long term   1,245 
Total operating lease liabilities  $2,212 

 

As of June 30, 2022, the weighted average remaining lease term was 3.2 years and the weighted average discount rate for the Company’s leases was 3.2%.

 

Minimum payments for the operating leases are as follows:

 

   Operating Leases 
   (in thousands) 
Remainder of 2022  $542 
2023   806 
2024   353 
2025   306 
2026   280 
Thereafter   - 
Total lease payments  $2,287 
Less: imputed interest   75 
Total  $2,212 

 

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7. RIGHT-OF-USE FINANCE LEASES

 

The Company has finance leases for vehicles. The Company’s finance leases have remaining lease terms of 1 year to 4 years.

 

Supplemental balance sheet information related to finance leases is as follows:

  

   June 30, 2022 
   (in thousands) 
Finance lease right-of-use asset cost  $2,248 
Finance lease right-of-use accumulated amortization   (760)
Finance lease right of use asset, net  $1,488 
      
Finance lease obligation—short term  $440 
Finance lease obligation—long term   618 
Total finance lease obligation  $1,058 

 

As of June 30, 2022, the weighted average remaining lease term was 2.7 years and the weighted average discount rate for the Company’s leases was 4.5%.

 

Minimum finance lease payments for the remaining lease terms are as follows:

 

   June 30, 2022 
   (in thousands) 
Remainder of 2022  $275 
2023   364 
2024   232 
2025   202 
2026   56 
Thereafter   - 
Total lease payments  $1,129 
Less: imputed interest   71 
Total  $1,058 

 

8. INTANGIBLE ASSETS, NET

 

The Company’s intangible assets at June 30, 2022 consist of the following:

 

   Amortization
periods
  Cost   Accumulated amortization   Net carrying value 
Trademarks  10 Years  $5,200   $(650)  $4,550 
Backlog of projects  9 Months   2,000    (2,000)   - 
Covenant not-to-compete  3 Years   2,400    (1,000)   1,400 
Software (included in property and equipment)  3 Years   3,400    (1,416)   1,984 
Dealer relationships  18 Months   2,600    (2,167)   433 
      $15,600   $(7,233)  $8,367 

 

Intangible assets are stated at their original estimated value at the date of acquisition. The amortization of intangible assets commences upon acquisition. The intangible assets are being amortized using the straight-line method over the intangible asset’s estimated useful life:

 

16
 

 

Amortization expenses for intangible assets for the three months ended June 30, 2022 was as follows:

 

           
   For the   For the 
   Three Months Ended   Six Months ended 
   June 30, 2022   June 30, 2022 
Trademarks  $130   $260 
Covenant not-to-compete   200    400 
Software   283    567 
Dealer relationships   434    866 
 Amortization expenses for intangible assets  $1,047   $2,093 

 

Estimated future amortization expense for the Company’s intangible assets as of June 30, 2022 is as follows:

 

      
Years ending December 31,    
Remainder of 2022  $1,660 
2023  $2,453 
2024  $1,004 
2025  $520 
2026  $520 
Thereafter  $2,210 

 

Depreciation and amortization expense on property and equipment and intangible assets for the three and six months ended June 30, 2022 was $1,312 and $2,595, respectively. Depreciation and amortization expense on property and equipment and intangible assets for the three and six months ended June 30, 2021 was $1,905 and $1,970, respectively.

 

9. PAYCHECK PROTECTION PROGRAM LOAN PAYABLE

 

On April 28, 2020, the Company’s operating subsidiary, Sunworks United, Inc., received a loan under the Paycheck Protection Program (“PPP”), which was established by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), of $2,847. As modified by the subsequent PPP Flexibility Act of 2020, proceeds from the loan were used to cover documented expenses related to payroll, rent and utilities, during the 24-week period after the cash was received by the Company. The 24-week period ended on October 12, 2020. The loan was accounted for as a financial liability in accordance with FASB ASC 470 until June 29, 2021, when the $2,847 loan was fully forgiven, together with $34 of accrued interest. As a result, the Company recorded a gain on extinguishment of the debt which is included in other income on the condensed consolidated statements of operations for the three and six months ended June 30, 2021.

 

10. CAPITAL STOCK

 

Roth and Northland 2022 Sales Agreement At The Market Offering

 

On June 8, 2022, Sunworks, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and Northland Securities, Inc. (each an “Agent” and collectively, the “Agents”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $26,800 of shares of the Company’s common stock, par value $0.001 per share (the “June 2022 Placement Shares”), through the Agents. On June 8, 2022, the Company filed a prospectus supplement with the SEC that covers the sale of June 2022 Placement Shares to be sold under the Sales Agreement in an aggregate amount of $26,800 (the “Prospectus Supplement”).

 

The June 2022 Placement Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registration Statement on Form S-3 (File No. 333-252475) (the “2021 Registration Statement”), which was originally filed with the Securities and Exchange Commission (“SEC”) on January 27, 2021 and declared effective by the SEC on February 3, 2021, the base prospectus contained within the 2021 Registration Statement, and the Prospectus Supplement. The June 2022 Placement Shares may be sold by the Company in “at the market offerings,” as defined in Rule 415 promulgated under the Securities Act, through the Agents.

 

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Registration Statement

 

On June 1, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-265336) (the “2022 Registration Statement”) with the SEC. The 2022 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $75,000. The 2022 Registration Statement was declared effective by the SEC on August 5, 2022.

 

Roth Sales 2022 Agreement At The Market Offering

 

On February 10, 2021, the Company entered into a Sales Agreement (the “Roth Sales Agreement”) with Roth Capital Partners, LLC (the “Agent RCP”), pursuant to which the Company could offer and sell from time to time, through the Agent RCP, shares of the Company’s common stock, registered under the Securities Act, pursuant to the Registration Statement.

 

On October 21, 2021, the Company filed a prospectus supplement with the SEC, pursuant to which the Company could offer and sell from time to time, through the Agent RCP, up to $25,000 of shares of the Company’s common stock, registered under the Securities Act, pursuant to the 2021 Registration Statement in “at the market offerings,” as defined in Rule 415 promulgated under the Securities Act.

 

During the first quarter of 2022, 2,757,830 shares of common stock were sold under the Roth Sales Agreement. Total gross proceeds from the sales were $7,974 at an average sale price of $2.89 per share. Net proceeds after brokerage costs, professional, registration and other fees were $7,814 or $2.83 per share.

 

During the second quarter of 2022, 783,257 shares of common stock were sold under the Roth Sales Agreement. Total gross proceeds for the sales were $2,080 on an average sale price of $2.66 per share. Net proceeds after brokerage costs, professional, registration and other fees were $2,005 or $2.56 per share.

 

In connection with the filing of the Prospectus Supplement for June 2022 Placement Shares, the Roth Sales Agreement and the related prospectus supplement was terminated.

 

11. STOCK-BASED COMPENSATION

 

Options

 

As of June 30, 2022, the Company has incentive stock options and non-qualified stock options outstanding to purchase 276,720 shares of common stock, per the terms set forth in the option agreements. The stock options vest at various times and are exercisable for a period of five years from the date of grant at exercise prices ranging from $2.52 to $12.15 per share, the market value of the Company’s common stock on the date of each grant. The Company determined the fair market value of these options by using the Black Scholes option valuation model. Option forfeitures are accounted for as they occur.

 

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A summary of the Company’s stock option activity and related information follows:

 

   June 30, 2022 
       Weighted 
   Number   Average 
   of   Exercise 
   Options   Price 
Outstanding, at December 31, 2021   290,684   $11.65 
Granted   -    - 
Exercised   -    - 
Forfeited   (8,251)   8.38 
Expired   (5,713)   10.50 
Outstanding and expected to vest as of June 30, 2022   276,720   $11.77 
Exercisable at June 30, 2022   276,039   $11.80 
Weighted average fair value of options granted during period       $- 

 

The following summarizes the options to purchase shares of the Company’s common stock which were outstanding at June 30, 2022:

 

            Weighted 
            Average 
            Remaining 
Exercisable   Stock Options   Stock Options   Contractual 
Prices   Outstanding   Exercisable   Life (years) 
$8.68    7,142    7,142    0.87 
$7.63    2,142    2,142    0.92 
$3.07    3,071    2,986    2.13 
$2.52    4,365    3,769    2.26 
$12.15    260,000    260,000    3.79 
      276,720    276,039      

 

Aggregate intrinsic value of options outstanding and exercisable at June 30, 2022, and December 31, 2021 was $0 and $2, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $1.58 and $3.07 as of June 30, 2022 and December 31, 2021, respectively, and the exercise price multiplied by the number of options outstanding.

 

The Company recorded stock-based compensation expense for stock options of $2 and $673 for the three and six months ended June 30, 2022, respectively. The Company recorded stock-based compensation expense for stock options of $738 and $750 for the three and six months ended June 30, 2021, respectively.

  

Restricted Stock Units

 

The following table summarizes the Company’s restricted stock unit activity during the six months ended June 30, 2022:

 

   June 30, 2022 
       Weighted Average 
   Number Of Shares  

Grant Date

Value per Share

 
Unvested, beginning December 31, 2021   1,185,889   $5.11 
Granted   167,208   $2.44 
Vested   (206,666)  $9.69 
Forfeited   (36,850)  $3.35 
Unvested at the end of June 30, 2022   1,109,581   $3.91 

 

The Company recorded RSU compensation expense for RSUs of $369 and $982 for the three and six months ended June 30, 2022, respectively. The Company recorded RSU compensation expense of $375 and $514 for the three and six months ended June 30, 2021, respectively.

 

11. COMMITMENTS AND CONTINGENCIES

 

Litigation

 

From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a negative impact on the Company’s financial position.

 

12. SUBSEQUENT EVENTS

 

The 2022 Registration Statement for $75,000 was declared effective by the SEC on August 5, 2022. No shares have been sold under the 2022 Registration Statement.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this Quarterly Report) and the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 (our Annual Report). This section contains forward-looking statements that are based on our current expectations and reflect our plans, estimates, and anticipated future financial performance. These statements involve numerous risks and uncertainties. Our actual results may differ materially from those expressed or implied by these forward-looking statements as a result of many factors, including those set forth in the sections entitled “Risk Factors” in Item 1A of our Annual Report and Part II, Item 1A of our Quarterly Report for the quarter ended March 31, 2022, and “Cautionary Note Regarding Forward-Looking Statements” included in this Quarterly Report.

 

Unless otherwise noted, (1) “Sunworks” refers to Sunworks, Inc., (2) “Company,” “we,” “us,” and “our,” refer to the ongoing business operations of Sunworks, Inc., and its wholly owned operating subsidiaries, Sunworks United Inc., Commercial Solar Energy, Inc. and Solcius LLC. All material intercompany transactions have been eliminated upon consolidation of these entities.

 

All amounts presented in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise noted, are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted.

  

The financial and operating results for the three and six months ended June 30, 2022, include the operating results of Solcius acquired on April 8, 2021, with only a partial contribution for the three and six months ended June 30, 2021.

 

Overview

 

On April 8, 2021, Sunworks, Inc., through its operating subsidiary Sunworks United (the “Buyer”), acquired all of the issued and outstanding membership interests (the “Solcius Acquisition”) of Solcius, from Solcius Holdings, LLC (“Seller”). Located in Provo, Utah, Solcius is a full-service, residential solar systems provider. The transaction creates a national solar power provider with a presence now in 15 states, including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin, Massachusetts, Rhode Island, New York, Pennsylvania, New Jersey and South Carolina. The Company believes the transaction enhances economies of scale, leading to better access to suppliers, vendors and financial partners, as well as marketing and customer acquisition opportunities.

 

The Solcius Acquisition was consummated on April 8, 2021, pursuant to a Membership Interest Purchase Agreement, dated as of April 8, 2021 (the “Purchase Agreement”), by and between Buyer and Seller. The purchase price for Solcius consisted of $51.75 million in cash.

 

Residential Solar

 

Through our Residential Solar operating subsidiary, we design, arrange financing, integrate, install, and manage systems, primarily for residential homeowners. We sell residential solar systems through multiple channels, including our network of sales channel partners, and our growing direct sales channel strategy. We operate in several residential and commercial markets including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota, Wisconsin and South Carolina. We have direct sales or operations personnel in California, Nevada, Utah, Arizona, New Mexico, Texas, Colorado, South Carolina, Wisconsin and Minnesota.

 

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Commercial Solar

 

Through our Commercial Solar Energy operating subsidiary, we design, arrange financing, integrate, install, and manage systems ranging in size from 2kW (kilowatt) for residential projects to multi-MW (megawatt) systems for larger commercial and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions. Commercial Solar primarily operates primarily in California.

 

For the second quarter of 2022, approximately 91% of our revenue was from installations for the residential market and approximately 9% of our revenue was from installations for the commercial and public works markets.

 

For the second quarter of 2021 approximately 78% of our revenue was from installations for the residential market and approximately 22% of our revenue was from installations for the commercial and public works markets. Solcius revenue was only included from its acquisition date of April 8, 2021 through the end of the second quarter of 2021.

 

Orders and Backlog

 

For the quarter ended June 30, 2022, the combined backlog of the Company increased from $63,000 to $96,000, driven by growth in both the Residential Solar and Commercial Solar segments.

 

Residential Solar segment new originations increased 37% quarter over quarter, driven by increased volume in the Company’s existing markets. While originations increased across all sales channels, originations from the direct salesforce increased 74% quarter over quarter. At the end of the period, our direct salesforce represented 23% of new originations, up from 2% in the comparable prior year quarter.

 

Commercial Solar Segment orders were $24,000 during the quarter, a result of the Company’s recent leadership changes and strengthening demand for commercial and public works solar projects. Orders during the quarter were more than double the amount of orders received for the full year in 2021.

 

IMPACT OF COVID-19 ON OUR BUSINESS

 

The continued global novel coronavirus and its variants (COVID-19) pandemic, has resulted in significant governmental measures being implemented to control the spread of the virus, including quarantines, travel restrictions and business shutdowns. The uncertain macroeconomic environment created by the COVID-19 pandemic has had and may continue to have a significant, adverse impact on our business. To assist readers in reviewing management’s discussion and analysis of financial condition and results of operations, we provide the following discussion regarding the effects COVID-19 has had on the Company, what management expects the future impact to be, how we are responding to evolving circumstances and how we are planning for further COVID-19 uncertainties.

 

State and local directives, guidelines, and other restrictions, as well as consumer behavior, continue to impact our operations in the regions in which we operate, particularly California. During 2022 and 2021 we continued to serve customers. COVID-19 and the governmental directives materially disrupted the operations of the local and state governments by closing or restricting operations at city, county and state offices for design reviews, permitting projects, and inspections of projects. Utility companies have been unable to provide timely shutdowns, inspections and interconnection approvals. This disruption negatively impacts our ability to complete projects, generate revenue on projects in backlog and causes many customers to delay decisions on new projects.

 

Our revenue and gross profit for the first six months of 2022 were negatively impacted by governmental responses to the COVID-19 pandemic, which delayed pre-construction approvals and installation activity for our larger public works, agriculture and commercial projects by delaying approvals. Earlier governmental orders and social distancing guidelines slowed our sales process, as our customers avoided interacting with our sales and installation personnel and delayed buying decisions.

 

We received a loan under the Paycheck Protection Program of $2,847 which was used to pay for payroll costs, interest on debt, rent, utilities, and group health care benefits, allowing the Company to focus on revenue generating activities in an effort to mitigate some of the impact COVID-19 has on our business. The entire principal of the loan and all accrued interest was forgiven in June of 2021.

 

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Although there is uncertainty around the continued impact and severity the COVID-19 pandemic has had, and will continue to have, on our operations, these developments and measures have negatively affected our business, including a negative impact on the supply chain upon which we rely on to operate. We will continue to attempt to mitigate the impact through appropriate operational measures.

 

As the COVID-19 pandemic and its effects evolve, we are monitoring our business to ensure that our expenses are in line with expected cash generation. The extent to which our results are affected by the COVID-19 pandemic will largely depend on future developments which cannot be accurately predicted and are uncertain, but the COVID-19 pandemic has had and will continue to have an adverse effect on our business, operations, financial condition, results of operations, and cash flows.

 

Critical Accounting Estimates

 

We prepare our unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenues and expenses recorded in our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carry values of assets and liabilities that are not readily apparent from other sources.

 

These estimates may change as new events occur and additional information is obtained. Actual results may differ from these estimates under different assumptions and conditions.

 

There were no significant changes in our critical accounting estimates during the three and six months ended June 30, 2022 compared to those previously disclosed in “Critical Accounting Policies” and “Use of Estimates” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

  

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2022 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2021

 

REVENUE AND COST OF GOODS SOLD

 

For the three months ended June 30, 2022, revenue increased to $36,397 compared to $32,091 for the same quarter in the prior year. Approximately 91% of revenue was from installations for the residential markets, or $33,163, compared to 78% of revenue, or $24,930, for the same quarter in the prior year. The increase in residential revenue is a result of organic growth and the inclusion of the Residential Solar segment (Solcius) revenue for the entire quarter compared to 2021. Within the Residential Solar segment, Revenue from the direct salesforce accounted for $4,400, or 14%, compared to approximately 5% in the prior year. Commercial and public works revenue was approximately 9% of total revenue or $3,234, for the three months ended June 30, 2022 compared to 22%, or $7,161 of revenue in the same period in the prior year. The reduction is primarily driven by lower new orders in the preceding quarters.

 

Cost of goods sold for the three months ended June 30, 2022, was $19,532, compared to $16,953 reported for the three months ended June 30, 2021. The increase in cost of goods sold is primarily the result of increase in revenue compared to the prior period and inflationary pressures on material and labor costs.

 

Gross profit was $16,865 for the three months ended June 30, 2022, compared to $15,138 for the prior year period. The gross margin declined to 46.3% in the second quarter of 2022, compared to 47.2% in the second quarter 2021. The margin percentage decrease is the result of inflationary pressures on materials and labor.

  

SELLING AND MARKETING EXPENSES

 

For the three months ended June 30, 2022, our selling and marketing expenses were $14,318, compared to $10,165 for the same three months in 2021. As a percentage of revenue, selling and marketing expenses were 39.3% of revenue in the second quarter of 2022, compared to 31.7% of revenue in the same period in 2021. The increased expenses were largely related to additional marketing spend for dealer commissions and investment in the residential direct salesforce.

 

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GENERAL AND ADMINISTRATIVE EXPENSES

 

Total G&A expenses of $8,525 for the three months ended June 30, 2022, increased, compared to $6,738 for the same period in the prior year. The G&A expenses increased from the prior year partially as a result of Solcius G&A costs being included for the full quarter of 2022 compared to a partial quarter in 2021. There were also cost increases in salaries, wages, benefits together with increases in business insurance expenses compared to the prior year quarter.

 

STOCK-BASED COMPENSATION EXPENSE

 

During the three months ended June 30, 2022, we incurred $371 in total non-cash stock-based compensation expense, compared to $1,113 for the prior year period. The year over year decrease in stock-based compensation is the result of the vesting of the Solcius acquisition related RSUs and stock options in April 2022. Partially offsetting the reduction in stock-based compensation expense, is the non-cash expenses for expanding RSU grants as part of the compensation structure to a broader population of employees.

 

DEPRECIATION AND AMORTIZATION

 

Depreciation and amortization expense for the three months ended June 30, 2022, was $1,312, compared to $1,905 for the prior year period. Depreciation and amortization expenses decreased as a result of the identified intangible asset for the acquired order backlog related to the Solcius Acquisition having been fully amortized within the first nine months of the transaction. The intangible assets are being amortized over the estimated useful lives of the specific assets, which have original useful lives ranging from nine months to ten years.

 

OTHER INCOME (EXPENSE)

 

Other income was $170 for the three months ended June 30, 2022, compared to $2,916 for the same three months in 2021. The entire PPP loan of $2,847 plus accrued interest of $34 was forgiven and recognized as other income during the second quarter of 2021. A gain of $178 was recognized on the sale of surplus equipment. Interest expense for the second quarter of 2022 was $59 compared to $21 for the same quarter in 2021. The 2022 interest expense is related to the ROU finance leased assets and a reserve for amounts due as a result of an ongoing sales tax audit.

 

INCOME TAX EXPENSE

 

Income tax expense is a provision for Texas Margin Tax on our acquired Texas based operations as a result of the Solcius acquisition in April 2021.

 

NET LOSS

 

The net loss for the three months ended June 30, 2022 was $7,585, compared to a net loss of $1,867 for the three months ended June 30, 2021.

 

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2021

 

REVENUE AND COST OF GOODS SOLD

 

For the six months ended June 30, 2022, revenue increased to $67,593 compared to $38,260 for the six months ended June 30, 2021. Approximately 89% of revenue in the first six months of 2022 was from installations for the residential markets at $60,162, compared to 69% of revenue or $26,460, for the same period in the prior year. Residential Solar segment revenue increased as a result of the full period inclusion of the Solcius Acquisition, which was acquired in April 2021 and the expansion of our direct salesforce. Commercial Solar Energy segment revenue was 11% of total revenue, or $7,431, for the first six months of 2022, compared to 31%, or $11,800, of revenue in the same period of the prior year. The reduction was primarily driven by lower new orders in the preceding quarters.

 

Cost of goods sold for the six months ended June 30, 2022, was $36,697, or 54.3% of revenue, compared to $23,031, or 60.2% of revenue, reported for the six months ended June 30, 2021.

 

Gross profit was $30,896 for the six months ended June 30, 2022. This compares to $15,229 of gross profit for the same period of the prior year. Gross margin improved to 45.7% in the first six months of 2022 compared to 39.8% in the same six-month period of 2021. The gross margin improvement is predominantly driven by a mix of higher margin residential revenue, partially offset by inflationary pressures on materials and labor.

 

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Revenue and gross profit in the six months ended June 30, 2022, were positively impacted by the Solcius acquisition. In contrast, the prior year Solcius results were only included from the April 8, 2021 acquisition date through the end of the second quarter.

 

SELLING AND MARKETING EXPENSES

 

For the six months ended June 30, 2022, our selling and marketing expenses were $26,548, compared to $11,396 for the six months ended June 30, 2021. As a percentage of revenue, selling and marketing expenses were 39.3% of the first six months revenue in 2022, compared to 29.8% of revenue in the same period of 2021. Selling and marketing expenses increased as a result of higher residential revenue, as the residential business model focuses on lead generation and effective interaction with third-party sales organizations.

 

GENERAL AND ADMINISTRATIVE EXPENSES (G&A)

 

Total G&A expenses of $15,961 for the six months ended June 30, 2022, increased, compared to $10,190 for the six months ended June 30, 2021. The G&A expenses increased from the prior year six-month period as a result of the Solcius acquisition in April 2021 and increases in corporate overhead expenses.

 

STOCK-BASED COMPENSATION EXPENSE

 

During the six months ended June 30, 2022, we incurred $1,655 in total non-cash stock-based compensation expense, compared to $1,264 for the same period in the prior year. The year over year increase in stock-based compensation is the result of the Company expanding its RSU grants as part of the compensation structure to a broader population of employees.

 

DEPRECIATION AND AMORTIZATION

 

Depreciation and amortization expense for the six months ended June 30, 2022, was $2,595, compared to $1,970 for the same period in the prior year. Depreciation and amortization expenses increased as a result of the $15,600 of identified intangible assets of Solcius being amortized within the first nine months since acquisition. The total $15,600 balance of intangible assets is being amortized over the estimated useful lives of the specific assets. The estimated useful lives range from nine months to ten years. The amortization expense from the April 2021 Solcius acquisition for the six months ended June 30, 2022 was $2,093.

 

OTHER INCOME (EXPENSE)

 

Other income was $165 for the six months ended June 30, 2022, compared to $2,911 for the same six months in 2021. Other income in 2022 was the result of equipment sales most of which was fully depreciated. Other income in the prior six month period income is primarily the result of the June 2021 forgiveness of the Paycheck Protection Program loan of $2,847 and $34 of accrued loan interest. Interest expense is primarily for interest on finance leases and sales taxes liability. Interest expense for the first six months of 2022, was $66, compared to $30 during the first six months of 2021.

 

INCOME TAX EXPENSE

 

Income tax expense is a provision for Texas Margin Tax on our acquired Texas based operations as a result of the Solcius acquisition in April 2021.

 

NET LOSS

 

The net loss for the six months ended June 30, 2022 was $15,792. The net loss for the six months ended June 30, 2021 was $6,680.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Liquidity and Capital Resources

 

We had $12,067 in unrestricted cash at June 30, 2022, as compared to $19,719 at December 31, 2021. We believe that our existing cash and cash equivalents is sufficient to meet our operating cash requirements and strategic objectives for growth for at least the next year. To satisfy our capital requirements, including acquisitions and ongoing operations, 12 months and longer into the future, we will likely seek to raise additional financing through debt and equity financings.

 

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On January 27, 2021, the Company filed a Registration Statement on Form S-3 (File No. 333-252475) (the “Registration Statement”), with the SEC. The Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $100,000. The Registration Statement was declared effective by the SEC on February 3, 2021. From January 1, 2022 through the date of this filing we sold 3,541,087 shares with gross proceeds of approximately $10 million. Approximately $26.9 million of the $100 million total is available for future offerings pursuant to the Registration Statement.

 

On June 1, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-265336) (the “2022 Registration Statement”), with the SEC. The 2022 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $75,000. The 2022 Registration Statement was declared effective by the SEC on August 5, 2022. No shares have been sold under the 2022 Registration Statement.

 

As of June 30, 2022, our working capital surplus was $26,496, compared to a working capital surplus of $28,736 at December 31, 2021.

 

During the six months ended June 30, 2022, we used $16,975 of cash in operating activities, compared to $9,903 used in operating activities for the prior year period. The cash used in operating activities was primarily the result of the current year net loss combined with investments in working capital to secure inventory to support growth and minimize the impacts of supply chain disruption.

 

Net cash used in investing activities totaled $242 for the six months ended June 30, 2022, for acquisition of vehicles and equipment. The cash used in investing activities for the same period in 2021 totaled $50,987 as a result of the purchase of Solcius LLC, which required net cash of $50,619, and the purchase of vehicles, property and equipment.

 

Net cash provided by financing activities during the six months ended June 30, 2022, was $9,565 primarily due to net proceeds from sales of our common stock during the first six months of the current year.

 

Net cash provided by financing activities during the first six months of 2021 was $48,759. Net cash was provided primarily by financing activities includes the net proceeds of $48,858 from the sales of our common stock.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity, or capital expenditures.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not Applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods specified in the SEC rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

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Limitations on the Effectiveness of Controls

 

Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource co