NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2022
(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.
ORGANIZATION AND BASIS OF PRESENTATION
We provide photovoltaic (“PV”) and
battery based power and storage systems for the residential and commercial markets. Commercial projects include commercial, agricultural,
industrial and public works projects. We operate in several residential and commercial markets including California, Utah, Nevada, Arizona, New Mexico, Texas, Colorado, Minnesota,
Wisconsin, Massachusetts, Rhode Island, New York, Pennsylvania, New Jersey and South Carolina. Through our operating
subsidiaries, we design, arrange financing, integrate, install, and manage systems ranging in size from 2kW (kilowatt) for residential
projects to multi-MW (megawatt) systems for larger commercial and public works projects. Commercial installations have included installations
at office buildings, manufacturing plants, warehouses, service stations, churches, and agricultural facilities such as farms, wineries,
and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education
institutions.
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 March 31, 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 months ended March 31, 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.
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.
Segment
Reporting
We
currently operate in three segments based upon our organizational structure and the way in which our operations are managed and evaluated.
The largest segment is residential operations which are projects smaller in size and shorter in duration. Our second operating segment
is commercial operations 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 office that is responsible for general company oversight
and management. Separating the corporate costs from the residential and commercial operations simplifies the performance evaluation
of the Residential and Commercial 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.
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 months ended March 31, 2022 and 2021 as well as the number of projects that comprise such changes.
For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $100,
calculated on a quarterly basis during the periods, were presented. Also included in the table is the net change in estimate as a percentage
of the aggregate revenue for such projects.
SCHEDULE OF CHANGES IN ESTIMATE AGGREGATE REVENUE
| |
| | |
|
| | |
| |
Three
Months Ended | |
(In thousands, except number of projects) | |
March 31, 2022 | |
|
March 31, 2021 | |
Increase in revenue from net changes in transaction prices | |
$ | 457 | |
|
$ | 9 | |
Increase (decrease) in revenue from net changes in input cost estimates | |
| (461 | ) |
|
| 3 | |
Net increase (decrease) in revenue from net changes in estimates | |
$ | (4 | ) |
|
$ | 12 | |
| |
| | |
|
| | |
Number of projects | |
| 3 | |
|
| 2 | |
| |
| | |
|
| | |
Net change in estimate as a percentage of aggregate revenue for associated projects | |
| (0.1 | )% |
|
| 0.4 | % |
Contract
Assets and Liabilities
Contract
assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain contractual
milestones are met; (ii) direct costs, including commissions, labor related costs and permitting fees paid prior to recording revenue,
and (iii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for
larger construction contracts. Contract liabilities consist of deferred revenue, customer deposits and customer advances, which represent
consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a contract.
Total contract assets and contract liabilities balances as of the respective dates are as follows:
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES
| |
As of | |
(In thousands) | |
March 31, 2022 | | |
December 31, 2021 | |
Contract Assets | |
$ | 16,005 | | |
$ | 14,498 | |
Contract Liabilities | |
| 13,183 | | |
| 12,201 | |
During
the quarter ended March 31, 2022, the Company recognized revenue of $1,403 that was included in contract liabilities as of December 31,
2021. During the quarter ended March 31, 2021, the Company recognized revenue of $1,470 that was included in contract liabilities as
of December 31, 2020.
The
following table represents the average percentage of completion as of March 31, 2022 for EPC projects that the Company is constructing.
The Company expects to recognize $16,186 of revenue upon transfer of control of the projects.
SCHEDULE OF REVENUE RECOGNIZE UPON TRANSFER CONTROL OF PROJECTS
Project | |
Revenue Category | |
Expected Years Revenue Recognition Will Be Completed | |
Average Percentage of Revenue Recognized | |
Various Projects | |
EPC services | |
2022 - 2023 | |
| 64.3 | % |
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 months ended March 31, 2022 and 2021, respectively.
As
of March 31, 2022, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding
include 282,433
stock options and 1,226,430
unvested RSUs.
As
of March 31, 2021, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding
include 88,411
stock options and 210,000
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 three months ended March 31, 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.
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:
SCHEDULE OF BUSINESS ACQUISITION LIABILITIES AND ASSETS ACQUIRED
| |
(in thousands) | |
Base purchase price | |
$ | 51,750 | |
Working capital shortfall | |
| (1,131 | ) |
Cash surplus | |
| 1,492 | |
Total purchase price paid | |
$ | 52,111 | |
| |
| | |
Cash | |
$ | 1,492 | |
Accounts receivable | |
| 1,729 | |
Inventory | |
| 3,833 | |
Contract assets | |
| 7,336 | |
Prepaids and other current assets | |
| 1,603 | |
Property and equipment | |
| 143 | |
Deposits | |
| 91 | |
Operating lease right-of-use asset | |
| 1,885 | |
Finance lease right-of-use assets | |
| 1,200 | |
Other intangible assets | |
| 15,600 | |
Identifiable assets acquired | |
| 34,912 | |
Accounts payable and accrued liabilities | |
| (6,957 | ) |
Contract liabilities | |
| (5,273 | ) |
Operating and finance lease liabilities | |
| (2,757 | ) |
Liabilities assumed | |
| (14,987 | ) |
Net identifiable assets acquired | |
| 19,925 | |
Goodwill | |
| 32,186 | |
Net assets acquired | |
$ | 52,111 | |
During
the three months ended March 31, 2021, we recorded total transaction costs related to the Solcius Acquisition of $710.
These expenses were accounted for separately from the net assets acquired and were included in general and administrative expense for
the three months ended March 31, 2021.
We
will continue to conduct assessments of the net assets acquired and recognized amounts for identifiable assets acquired and liabilities
assumed at their estimated acquisition date fair values. We expect that our assessment will be finalized in the second quarter
of 2022.
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 the quarters ended March 31, 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
$710
incurred in the first quarter 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.
SCHEDULE OF BUSINESS ACQUISITION PROFORMA STATEMENTS OF OPERATIONS
| |
March 31, 2022 | | |
March 31, 2021 | |
| |
Three Months Ended | |
| |
March 31, 2022 | | |
March 31, 2021 | |
| |
| | |
| |
Revenue, net | |
$ | 31,196 | | |
$ | 30,811 | |
| |
| | | |
| | |
Net Loss | |
$ | (6,819 | ) | |
$ | (4,132 | ) |
4.
REVENUE FROM CONTRACTS WITH CUSTOMERS
The
following table represents a disaggregation of revenue by customer type from contracts with customers for the three months ended March
31, 2022 and 2021:
SCHEDULE OF DISAGGREGATION OF REVENUE
| |
2022 | | |
2021 | |
| |
Three
Months Ended March 31, | |
| |
2022 | | |
2021 | |
Residential | |
$ | 26,999 | | |
$ | 1,530 | |
Commercial | |
| 2,788 | | |
| 2,995 | |
Public Works | |
| 1,409 | | |
| 1,644 | |
Total | |
$ | 31,196 | | |
$ | 6,169 | |
Contract
assets represent revenues recognized in excess of amounts invoiced on contracts in progress. Contract liabilities represent billings
in excess of revenues recognized on contracts in progress. At March 31, 2022 and December 31, 2021, the contract asset balances were
$16,005 and $14,498, and the contract liability balances were $13,183 and $12,201, respectively.
5.
OPERATING SEGMENTS
In
Q1 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 primarily operates in California.
Segment
net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the three months
ended March 31, 2022.
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT
| |
| Solcius | | |
| CSE | | |
| Corporate | | |
| Total | |
| |
Three
Months Ended | |
| |
| March
31, 2022 | |
| |
Residential
Solar | | |
Commercial
Solar | | |
Corporate | | |
Total | |
Net revenue | |
$ | 26,394 | | |
$ | 4,802 | | |
$ | - | | |
$ | 31,196 | |
Cost of sales | |
| 13,193 | | |
| 3,971 | | |
| - | | |
| 17,164 | |
Gross profit | |
| 13,201 | | |
| 831 | | |
| | | |
| 14,032 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
Selling and marketing | |
| 11,132 | | |
| 851 | | |
| 246 | | |
| 12,229 | |
General and administrative | |
| 4,397 | | |
| 1,468 | | |
| 1,572 | | |
| 7,437 | |
Segment loss | |
| (2,328 | ) | |
| (1,488 | ) | |
| (1,818 | ) | |
| (5,634 | ) |
| |
| | | |
| | | |
| | | |
| | |
Stock-based compensation | |
| 705 | | |
| 35 | | |
| 544 | | |
| 1,284 | |
Depreciation and amortization | |
| 1,241 | | |
| 42 | | |
| - | | |
| 1,283 | |
Operating loss | |
$ | (4,274 | ) | |
$ | (1,565 | ) | |
$ | (2,362 | ) | |
$ | (8,201 | ) |
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 months ended March 31, 2022 and 2021 amounted to $427
and $314,
respectively. Operating lease payments, which reduced operating cash flows for the three months ended March 31, 2022 and 2021 amounted
to $427 and
$314,
respectively. The difference between the ROU asset amortization of $263
and the associated lease expense of $427
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:
SCHEDULE OF OPERATING LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION
| |
March 31, 2022 | |
| |
| (in thousands) | |
Operating lease right-of-use assets | |
$ | 2,293 | |
| |
| | |
Operating lease liabilities—short term | |
| 947 | |
Operating lease liabilities—long term | |
| 1,346 | |
Total operating lease liabilities | |
$ | 2,293 | |
As
of March 31, 2022, the weighted average remaining lease term was 3.4
years and the discount rate for the Company’s
leases was 3.1%.
Minimum
payments for the operating leases are as follows:
SCHEDULE OF MATURITIES FOR OPERATING LEASES LIABILITIES
| |
Operating Leases | |
| |
(in thousands) | |
2022 – Remainder of Year | |
$ | 777 | |
2023 | |
| 700 | |
2024 | |
| 324 | |
2025 | |
| 306 | |
2026 | |
| 281 | |
Thereafter | |
| - | |
Total lease payments | |
$ | 2,388 | |
Less: imputed interest | |
| 95 | |
Total | |
$ | 2,293 | |
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 5 years.
Supplemental
balance sheet information related to finance leases is as follows:
SCHEDULE OF FINANCE LEASES SUPPLEMENTAL BALANCE SHEET INFORMATION
| |
March 31, 2022 | |
| |
| (in thousands) | |
Finance lease right-of-use asset cost | |
$ | 2,152 | |
Finance lease right-of-use accumulated amortization | |
| (639 | ) |
Finance lease right of use asset, net | |
$ | 1,513 | |
| |
| | |
Finance lease obligation—short term | |
$ | 438 | |
Finance lease obligation—long term | |
| 601 | |
Total finance lease obligation | |
$ | 1,039 | |
As
of March 31, 2022, the weighted average remaining lease term was 2.6 years and the weighted average discount rate for the Company’s
leases was 4.3%.
Minimum
finance lease payments for the remaining lease terms are as follows:
SCHEDULE OF MATURITIES FOR FINANCE LEASES LIABILITIES
| |
March 31, 2022 | |
| |
| (in thousands) | |
Remainder of 2022 | |
$ | 382 | |
2023 | |
| 331 | |
2024 | |
| 196 | |
2025 | |
| 166 | |
2026 | |
| 28 | |
Thereafter | |
| - | |
Total lease payments | |
$ | 1,103 | |
Less: imputed interest | |
| 64 | |
Total | |
$ | 1,039 | |
8.
INTANGIBLE ASSETS, NET
The
Company’s intangible assets at March 31, 2022 consist of the following:
SCHEDULE OF INTANGIBLE ASSETS
| |
Amortization periods | |
Cost | | |
Accumulated amortization | | |
Net carrying value | |
Trademarks | |
10 Years | |
$ | 5,200 | | |
$ | (520 | ) | |
$ | 4,680 | |
Backlog of projects | |
9 Months | |
| 2,000 | | |
| (2,000 | ) | |
| - | |
Covenant not-to-compete | |
3 Years | |
| 2,400 | | |
| (800 | ) | |
| 1,600 | |
Software (included in property and equipment) | |
3 Years | |
| 3,400 | | |
| (1,133 | ) | |
| 2,267 | |
Dealer relationships | |
18 Months | |
| 2,600 | | |
| (1,733 | ) | |
| 867 | |
| |
| |
$ | 15,600 | | |
$ | (6,186 | ) | |
$ | 9,414 | |
Intangible
assets are stated at their original estimated value at the date of acquisition. The amortization of intangible assets commences upon
acquisition. The intangible assets are being amortized using the straight-line method over the intangible asset’s estimated useful
life:
Amortization
expenses for intangible assets for the three months ended March 31, 2022 was as follows:
SCHEDULE
OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS
| |
For the | |
| |
Three Months
Ended | |
| |
March 31, 2022 | |
Trademarks | |
$ | 130 | |
Covenant not-to-compete | |
| 200 | |
Software | |
| 283 | |
Dealer relationships | |
| 433 | |
Amortization expenses for intangible assets | |
$ | 1,046 | |
Estimated
future amortization expense for the Company’s intangible assets as of March 31, 2022 is as follows:
SCHEDULE
OF FUTURE AMORTIZATION EXPENSES OF INTANGIBLE ASSETS
Years ending December 31, | |
| |
Remainder of 2022 | |
$ | 2,707 | |
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 months ended March 31, 2022 and 2021 was $1,283
and $65, respectively.
9.
CAPITAL STOCK
On February 10, 2021, the Company entered into
a Sales Agreement (the “Roth Sales Agreement”) with Roth Capital Partners, LLC (the “Agent RCP”), pursuant to
which the Company could offer and sell from time to time, through the Agent RCP, shares of the Company’s common stock, registered
under the Securities Act, pursuant to the Registration Statement filed on Form S-3.
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, shares of the Company’s common stock, registered under the Securities Act, pursuant to the
Registration Statement.
In
accordance with the terms of the Roth Sales Agreement, we may offer and sell shares of our common stock under this prospectus supplement
having an aggregate offering price of up to $25,000
million (the “Placement Shares”)
from time to time through or to Agent RCP, as sales agent or principal.
Sales
of shares pursuant to the Roth Sales Agreement are deemed to be “at the market offerings” as defined in Rule 415 promulgated
under the Securities Act. The Agent RCP has agreed to act as sales agent and use commercially reasonable efforts to sell on the Company’s
behalf all of the shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed
terms between the Agent RCP and the Company.
2,757,830
shares of common stock were sold under the Roth Sales
Agreement between March 16, 2022 and March 29, 2022. Total gross proceeds for the Placement Shares were $7,974
or $2.89
per share. Net proceeds after brokerage costs,
professional, registration and other fees were $7,814
or $2.83
per share.
10.
STOCK-BASED COMPENSATION
Options
As
of March 31, 2022, the Company has incentive stock options and non-qualified stock options outstanding to purchase 282,433
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.
A
summary of the Company’s stock option activity and related information follows:
SCHEDULE
OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY
| |
March 31, 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 | |
| - | | |
| - | |
Outstanding and expected to vest as of March 31, 2022 | |
| 282,433 | | |
$ | 11.75 | |
Exercisable at March 31, 2022 | |
| 20,899 | | |
$ | 7.40 | |
Weighted average fair value of options granted during period | |
| | | |
$ | - | |
The
following summarizes the options to purchase shares of the Company’s common stock which were outstanding at March 31, 2022:
SCHEDULE OF SHARE-BASED COMPENSATION, SHARES AUTHORIZED UNDER STOCK OPTION PLANS, BY EXERCISE PRICE RANGE
| | |
| | |
| | |
Weighted | |
| | |
| | |
| | |
Average | |
| | |
| | |
| | |
Remaining | |
Exercisable | | |
Stock Options | | |
Stock Options | | |
Contractual | |
Prices | | |
Outstanding | | |
Exercisable | | |
Life (years) | |
$ | 10.50 | | |
| 5,713 | | |
| 5,713 | | |
| 0.13 | |
$ | 8.68 | | |
| 7,142 | | |
| 7,142 | | |
| 1.12 | |
$ | 7.63 | | |
| 2,142 | | |
| 2,142 | | |
| 1.16 | |
$ | 3.07 | | |
| 3,071 | | |
| 2,730 | | |
| 2.38 | |
$ | 2.52 | | |
| 4,365 | | |
| 3,172 | | |
| 2.51 | |
$ | 12.15 | | |
| 260,000 | | |
| - | | |
| 4.04 | |
| | | |
| 282,433 | | |
| 20,899 | | |
| | |
Aggregate
intrinsic value of options outstanding and exercisable at March 31, 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 $2.52 and $3.07 as of March 31, 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 $671 and $12 for the three months ended March 31, 2022 and 2021,
respectively.
Restricted
Stock Units
The
following table summarizes the Company’s restricted stock unit activity during the three months ended March 31, 2022:
SCHEDULE
OF STOCK-BASED COMPENSATION, RESTRICTED STOCK UNIT ACTIVITY
| |
March 31, 2022 | |
| |
| | |
Weighted Average | |
| |
Number Of Shares | | |
Grant Date
Value per Share | |
Unvested, beginning December 31, 2021 | |
| 1,185,889 | | |
$ | 5.11 | |
Granted | |
| 152,208 | | |
$ | 2.48 | |
Vested | |
| (111,667 | ) | |
$ | 8.25 | |
Forfeited | |
| - | | |
$ | - | |
Unvested at the end of March 31, 2022 | |
| 1,226,430 | | |
$ | 4.50 | |
The
total combined stock option, RSU compensation and restricted stock expense recognized in the condensed consolidated statements of operations
during the three months ended March 31, 2022 and 2021 was $1,284 and $151, 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
Between April 1, 2022 and April 7,
2022, 783,257
shares of common stock were sold, issued and trades
settled under the Roth Sales Agreement. Total gross proceeds for the shares were approximately $2,080
or $2.66
per share. Net proceeds after issuance costs
were approximately $2,038
or $2.60
per share.