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, 2023

☐ 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

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Description automatically generated

SUNWORKS, INC.

(Exact name of registrant as specified 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)

N/A

(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		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		SUNW		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 11, 2023 was 44,288,422.

TABLE OF CONTENTS

	Page

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS	4

Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	4

Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022	5

Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2023 and 2022	6

Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022	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	27

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	27

ITEM 4. MINE SAFETY DISCLOSURES	27

ITEM 5. OTHER INFORMATION	27

ITEM 6. EXHIBITS	27

SIGNATURES	28

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 impacts on us, our operations, or our future financial and operational results; discussed in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, as amended by our Form 10-K/A filed on May 1, 2023 (our “Annual Report”), and the additional risks described in other documents we file from time to time with the Securities and Exchange Commission (the “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.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SUNWORKS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2023 AND DECEMBER 31, 2022

(in thousands, except share and per share data)

	June 30, 2023			December 31, 2022
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	4,631		$	7,807
Restricted cash		249			248
Accounts receivable, net		14,712			13,873
Inventory		18,937			26,401
Contract assets		16,201			20,699
Other current assets		3,279			5,824
Total Current Assets		58,009			74,852
Property and equipment, net		1,488			2,154
Finance lease right-of-use assets, net		4,300			2,487
Operating lease right-of-use assets, net		2,374			2,779
Deposits		199			192
Intangible assets, net		4,630			5,290
Goodwill		32,186			32,186
Total Assets	$	103,186		$	119,940

Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	22,209		$	24,567
Contract liabilities		21,231			24,960
Finance lease liabilities, current portion		1,047			631
Operating lease liabilities, current portion		1,008			1,098
Total Current Liabilities		45,495			51,256

Long-Term Liabilities:
Finance lease liabilities, net of current portion		2,911			1,470
Operating lease liabilities, net of current portion		1,366			1,681
Warranty liability		1,716			1,596
Total Long-Term Liabilities		5,993			4,747
Total Liabilities		51,488			56,003

Commitments and contingencies		-			-

Shareholders’ Equity:
Preferred stock Series B, $0.001 par value, 5,000,000 authorized shares; no shares issued and outstanding		-			-
Common stock, $0.001 par value; 50,000,000 authorized shares; 40,980,882 and 35,374,978 shares issued and outstanding, at June 30, 2023 and December 31, 2022, respectively		41			35
Additional paid-in capital		214,194			207,373
Accumulated deficit		(162,537	)		(143,471	)
Total Shareholders’ Equity		51,698			63,937

Total Liabilities and Shareholders’ Equity	$	103,186		$	119,940

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

SUNWORKS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE Three and six months ended June 30, 2023 and 2022

(in thousands, except share and per share data)

	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022

Revenue, net	$	34,638		$	36,397		$	72,537		$	67,593

Cost of Goods Sold		23,196			19,803			49,173			37,827

Gross Profit		11,442			16,594			23,364			29,766

Operating Expenses:
Selling and marketing		11,967			14,318			24,046			26,548
General and administrative		9,773			8,495			18,616			15,305
Stock-based compensation		436			371			880			1,655
Depreciation and amortization		623			1,071			1,245			2,121

Total Operating Expenses		22,799			24,255			44,787			45,629

Operating Loss		(11,357	)		(7,661	)		(21,423	)		(15,863	)

Other Income (Expense)
Other income (expense), net		(1,016	)		51			4,049			53
Interest expense		(173	)		(59	)		(242	)		(66	)
Gain (Loss) on disposal of property and equipment		(18	)		178			(1,338	)		178

Total Other Income (Expense), net		(1,207	)		170			2,469			165

Loss before Income Taxes		(12,564	)		(7,491	)		(18,954	)		(15,698	)

Income Tax Expense		112			94			112			94

Net Loss	$	(12,676	)	$	(7,585	)	$	(19,066	)	$	(15,792	)

LOSS PER SHARE:
Basic	$	(0.34	)	$	(0.23	)	$	(0.52	)	$	(0.51	)
Diluted	$	(0.34	)	$	(0.23	)	$	(0.52	)	$	(0.51	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic		37,524,312			32,907,289			36,477,806			31,262,031
Diluted		37,524,312			32,907,289			36,477,806			31,262,031

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

SUNWORKS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE Three and six months ended June 30, 2023 and 2022

(in thousands, except share data)

						Additional
	Common Stock					Paid-in			Accumulated
	Shares			Amount		Capital			Deficit			Total
Balance at December 31, 2022		35,374,978		$	35	$	207,373		$	(143,471	)	$	63,937
Stock-based compensation		-			-		444			-			444
Issuance of common stock under terms of restricted stock grants		104,267			-		-			-			-
Tax withholdings related to net share settlements of equity awards		(13,271	)		-		(39	)		-			(39	)
Sales of common stock pursuant to S-3 registration statement, net		100,000			1		141			-			142
Net loss for the three months ended March 31, 2023		-			-		-			(6,390	)		(6,390	)
Balance at March 31, 2023		35,565,974			36		207,919			(149,861	)		58,094
Stock-based compensation		-			-		436			-			436
Issuance of common stock under terms of restricted stock grants		73,763			-		-			-			-
Tax withholdings related to net share settlements of equity awards		(3,598	)		-		(4	)		-			(4	)
Registered direct sale of common stock pursuant to S-3 registration statement, net		4,050,000			4		4,286			-			4,290
Sales of common stock pursuant to S-3 registration statement, net		1,294,743			1		1,557			-			1,558
Net loss for the three months ended June 30, 2023		-			-		-			(12,676	)		(12,676	)
Balance at June 30, 2023		40,980,882		$	41	$	214,194		$	(162,537	)	$	51,698

						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
Balance		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
Balance		32,934,822		$	33	$	199,433		$	(131,052	)	$	68,414

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

SUNWORKS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED June 30, 2023 and 2022

(in thousands)

	June 30, 2023			June 30, 2022
	Six Months Ended
	June 30, 2023			June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(19,066	)	$	(15,792	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		1,967			2,595
Amortization of right-of-use assets		674			536
Loss (Gain) on sale of inventory and equipment		1,338			(178	)
Stock-based compensation		880			1,655
Bad debt expense		394			225
Changes in Operating Assets and Liabilities:
Accounts receivable		(1,233	)		(3,669	)
Inventory		3,494			(8,603	)
Deposits and other current assets		2,538			(601	)
Contract assets		4,498			(5,139	)
Accounts payable and accrued liabilities		(2,358	)		5,196
Contract liabilities		(3,729	)		7,216
Warranty liability		120			120
Operating lease liabilities		(674	)		(536	)
NET CASH USED IN OPERATING ACTIVITIES		(11,157	)		(16,975	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(150	)		(439	)
Proceeds from sale of inventory and equipment		2,631			197
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		2,481			(242	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on finance lease liabilities		(446	)		(220	)
Proceeds from sale of common stock, net		5,990			9,819
Payments for taxes related to net share settlement of equity awards		(43	)		(34	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		5,501			9,565

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(3,175	)		(7,652	)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH BEGINNING OF YEAR		8,055			20,042
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD	$	4,880		$	12,390

Cash and cash equivalents	$	4,631		$	12,067
Restricted cash		249			323
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD	$	4,880		$	12,390

CASH PAID FOR:
Interest	$	125		$	18
Franchise and corporate excise taxes	$	174		$	42

SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS
Decrease in operating right-of-use assets as a result of lease modification	$	44		$	-
Right-of-use assets obtained in exchange for new operating lease liabilities	$	314		$	247
Right-of-use assets obtained in exchange for new finance liabilities	$	2,310		$	338

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

SUNWORKS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(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.

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, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended by our Form 10-K/A filed on May 1, 2023.

The financial statements have been prepared assuming that the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022.

Principles of Consolidation

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

Liquidity

The Company has historically incurred significant operating losses. At June 30, 2023, the Company had an accumulated deficit of approximately $162,537. The Company’s net losses were $12,676 and $19,066 for the three and six months ended June 30, 2023, respectively.

We partner with various financing providers that offer our customers financial products that allow them to monetize the benefit of solar power generation. At the time of sale of a solar installation, we have historically received advanced funding from lenders to support our working capital needs. Credit market tightening related to recent bank sector volatility and general economic uncertainty have begun to materially change how lenders manage their risk profiles. In view of changing market dynamics, some of our lenders are either reducing or eliminating advance funding, which delays the timing of payment to us and negatively affects our available liquidity. Additionally, lenders are modifying their payment milestones and timelines, which may further reduce our available liquidity.

Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve months from each financial statement issuance date to determine if there is a substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, management applied judgment to estimate the projected cash flows of the Company, including the following: (i) projected cash outflows, (ii) projected cash inflows, (iii) categorization of expenditures as discretionary versus non-discretionary, (iv) the ability to expedite collection of receivables under the Company’s factoring agreement with Produce Pay, Inc. and (vi) the ability to raise capital through the sale of equity in at-the-market offerings (see Note 8) or otherwise. The cash flow projections are based on known or planned cash requirements for operating costs and expected customer revenues from customers.

The Company’s continued existence is dependent upon management’s ability to increase liquidity, raise capital and develop profitable operations. Management is devoting significant efforts to increasing liquidity, raising capital and developing its business. The Company may meet its working capital requirements through a variety of means, including debt financings, equity financings, the sale or other disposition of assets, and/or reductions in operating costs. The Company anticipates that it will need to sell additional shares of stock, in at-the-market offerings or otherwise, in order to satisfy its liquidity needs for the next twelve months. Our ability to raise additional capital by issuing additional shares will require an increase in our authorized shares that requires shareholder approval. If the Company cannot raise needed funds, it raises substantial doubt about the Company’s ability to satisfy its liabilities and commitments in the normal course of business over the next year.

Effective May 4, 2023, Commercial Solar Energy, Inc. and Sunworks United, Inc., wholly-owned subsidiaries of Sunworks, Inc. (collectively, the “Company”) entered into a Factoring Agreement (the “Factoring Agreement”) with Produce Pay Inc. (the “Buyer”). Patrick McCullough, a director of the Company, is the Chief Executive Officer of the Buyer. Under the terms of the Factoring Agreement, the Company may use the Buyer’s on-line software platform to offer for sale, and the Buyer may purchase at 80% of face value, certain accounts receivable of the Company. The Company will receive a rebate back to the Company in a maximum amount of 18.4% of the verified receivable amount if the receivable is collected within 30 days and a lesser rebate amount based on the receivable collection period. The Factoring Agreement provides for a minimum volume commitment of $10,000 accounts receivable during the first year of the agreement. As of June 30, 2023, $2,405 of accounts receivable had been factored cumulatively pursuant to the Factoring Agreement.

On May 22, 2023, the Company entered into trade purchase agreement with respect to its Employee Retention Tax Credit (ERTC) receivable with 1861 Acquisition LLC. Under the terms of the agreement, the Company received $5,723 of proceeds under the trade purchase agreement. The sale of the ERTC receivable resulted in a loss of $1,028 in the second quarter of 2023.

On January 27, 2021, the Company filed a Registration Statement on Form S-3 (File No. 333-252475) (the “2021 Registration Statement”), with the SEC. The 2021 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $100,000. The 2021 Registration Statement was declared effective by the SEC on February 3, 2021. From January 1, 2023 through the date of this filing we sold 1,394,743 shares with gross proceeds of approximately $1,751 under the 2021 Registration Statement. Approximately $17,600 of the $100,000 total is available for future offerings pursuant to the 2021 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. On June 12, 2023, pursuant to a securities purchase agreement, the Company sold and issued 4,050,000 shares of common stock at a purchase price of $1.14 per share for total gross proceeds of $4,617. On August 11, 2023, pursuant to a securities purchase agreement, the Company sold and issued 3,300,000 shares of common stock at a purchase price of $1.00 per share for total gross proceeds of $3,300. Approximately $67,100 of the $75,000 total is available for future offerings pursuant to the 2022 Registration Statement.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current presentation. The reclassifications impact historical cost of goods sold, depreciation, amortization and general and administrative expenses. During the three months ended June 30, 2022, $241 of depreciation and amortization expense and $30 of costs previously reported in general and administrative expense are now reclassified to cost of goods sold. During the six months ended June 30, 2022, $474 of depreciation and amortization expense and $656 of costs previously reported in general and administrative expense are now reclassified to cost of goods sold.

Segment Reporting

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

Use of Estimates

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

Revenue Recognition

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

For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection. 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 the 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, 2023 and 2022 as well as the number of projects that comprise such changes. For purposes of the following table, only projects with changes in estimates that have an impact on revenue and or cost of at least $100, 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.


	Three Months Ended						Six Months Ended
(In thousands, except number of projects)	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Increase in revenue from net changes in transaction prices	$	223		$	-		$	163		$	475
Increase (decrease) in revenue from net changes in input cost estimates		386			-			571			(487	)
Net increase (decrease) in revenue from net changes in estimates	$	609		$	-		$	734		$	(12	)

Number of projects		5			-			7			3

Net change in estimate as a percentage of aggregate revenue for associated projects		8.2	%		0.0	%		7.5	%		(0.2	)%

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, 2023		December 31, 2022
	As of
(In thousands)	June 30, 2023		December 31, 2022
Contract Assets	$	16,201	$	20,699
Contract Liabilities		21,231		24,960

During the three and six months ended June 30, 2023, the Company recognized revenue of $4,187 and $17,308, respectively, that was included in contract liabilities as of December 31, 2022. 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.

The following table represents the average percentage of completion as of June 30, 2023 for EPC projects that the Company is constructing. The Company expects to recognize $36,161 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		2023 - 2024			50.2	%

Basic and Diluted Net (Loss) per Share Calculations

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

A net loss causes all outstanding common stock options, unvested RSUs and unvested PSUs to be anti-dilutive. As a result, the basic and diluted losses per common share are the same for the three and six months ended June 30, 2023 and 2022, respectively.

As of June 30, 2023, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 162,436 stock options, 746,829 unvested RSUs and 1,634,546 unvested PSUs.

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, 666,692 unvested RSUs and 442,889 unvested PSUs.

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

New Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information for credit loss estimates on certain types of financial instruments, including trade receivables. In addition, new disclosures are required. The ASU, as subsequently amended, is effective for the Company for fiscal years beginning after December 15, 2022, as the Company was a smaller reporting company as of November 15, 2019, the determination date. We adopted ASU 2016-13 on January 1, 2023. Based on the composition of the Company’s accounts receivable, and other financial assets, including current market conditions and historical credit loss activity, the adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures. Specifically, the Company’s estimate of expected credit losses as of June 30, 2023, using its expected credit loss evaluation process described above, resulted in no adjustments to the provision for credit losses and no cumulative-effect adjustment to accumulated deficit on the adoption date of the standard.

Management reviewed currently issued pronouncements during the six months ended June 30, 2023, and believes that any recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying condensed consolidated financial statements.

3. 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, 2023 and 2022:

SCHEDULE OF DISAGGREGATION OF REVENUE

	2023		2022		2023		2022
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Commercial	$	4,218	$	2,756	$	6,950	$	5,545
Public Works		3,133		478		8,227		1,886
Residential		27,287		33,163		57,360		60,162
Total	$	34,638	$	36,397	$	72,537	$	67,593
Revenues	$	34,638	$	36,397	$	72,537	$	67,593

4. OPERATING SEGMENTS

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.

Commercial Solar

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

Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the three and six months ended June 30, 2023 and 2022. Certain prior period amounts have been reclassified to conform to the current period presentation.

	Residential Solar			Commercial Solar			Corporate			Total
	Three Months Ended June 30, 2023
	Residential Solar			Commercial Solar			Corporate			Total
Net revenue	$	27,200		$	7,438		$	-		$	34,638
Cost of goods sold		17,729			5,467			-			23,196
Gross profit		9,471			1,971						11,442

Operating expenses
Selling and marketing		11,272			584			111			11,967
General and administrative		5,687			1,852			2,234			9,773
Segment loss		(7,488	)		(465	)		(2,345	)		(10,298	)

Stock-based compensation		15			33			388			436
Depreciation and amortization		623			-			-			623
Operating loss	$	(8,126	)	$	(498	)	$	(2,733	)	$	(11,357	)

	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 goods sold		16,503			3,300			-			19,803
Gross profit		16,013			581						16,594

Operating expenses
Selling and marketing		13,225			870			223			14,318
General and administrative		4,970			1,676			1,849			8,495
Segment loss		(2,182	)		(1,965	)		(2,072	)		(6,219	)

Stock-based compensation		16			35			320			371
Depreciation and amortization		1,071			-			-			1,071
Operating loss	$	(3,269	)	$	(2,000	)	$	(2,392	)	$	(7,661	)

	Residential Solar			Commercial Solar			Corporate			Total
	Six Months Ended June 30, 2023
	Residential Solar			Commercial Solar			Corporate			Total
Net revenue	$	57,207		$	15,330		$	-		$	72,537
Cost of goods sold		36,168			13,005			-			49,173
Gross profit		21,039			2,325						23,364

Operating expenses
Selling and marketing		22,506			1,265			275			24,046
General and administrative		11,071			3,475			4,070			18,616
Segment loss		(12,538	)		(2,415	)		(4,345	)		(19,298	)

Stock-based compensation		34			66			780			880
Depreciation and amortization		1,245			-			-			1,245
Operating loss	$	(13,817	)	$	(2,481	)	$	(5,125	)	$	(21,423	)

	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 goods sold		30,515			7,312			-			37,827
Gross profit		28,396			1,370						29,766

Operating expenses
Selling and marketing		24,357			1,721			470			26,548
General and administrative		8,741			3,142			3,422			15,305
Segment loss		(4,702	)		(3,493	)		(3,892	)		(12,087	)

Stock-based compensation		721			70			864			1,655
Depreciation and amortization		2,120			1			-			2,121
Operating loss	$	(7,543	)	$	(3,564	)	$	(4,756	)	$	(15,863	)

Assets by operating segment are as follows:

	June 30, 2023
Operating Segment:
Residential Solar	$	82,518
Commercial Solar		15,787
Corporate		4,881
Total Consolidated Assets	$	103,186

5. RIGHT-OF-USE OPERATING LEASES

The Company has right-of-use (“ROU”) operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 year to 4 years, some of which include options to extend.

The Company’s operating lease expense for the three and six months ended June 30, 2023 amounted to $444 and $1,041, respectively. The Company’s operating lease expense for the three and six months ended June 30, 2022 amounted to $384 and $811, respectively. Operating lease payments, which reduced operating cash flows for the three and six months ended June 30, 2023 amounted to $444 and $1,041, respectively. The difference between the year to date ROU asset amortization of $674 and the associated lease expense of $1,041 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, 2023
	(in thousands)
Operating lease right-of-use assets	$	2,374

Operating lease liabilities, current portion		1,008
Operating lease liabilities, net of current portion		1,366
Total operating lease liabilities	$	2,374

As of June 30, 2023, the weighted average remaining lease term was 3.2 years and the weighted average discount rate for the Company’s leases was 4.4%.

Minimum payments for the operating leases are as follows:

	Operating Leases
	(in thousands)
Remainder of 2023	$	633
2024		784
2025		596
2026		527
2027		43
Total lease payments	$	2,583
Less: imputed interest		209
Total	$	2,374

6. 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, 2023
	(in thousands)
Finance lease right-of-use asset cost	$	5,871
Finance lease right-of-use accumulated amortization		(1,571	)
Finance lease right of use asset, net	$	4,300

Finance lease obligation, current portion	$	1,047
Finance lease obligation, net of current portion		2,911
Total finance lease obligation	$	3,958

As of June 30, 2023, the weighted average remaining lease term was 2.8 years and the weighted average discount rate for the Company’s leases was 8.4%.

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

	June 30, 2023
	(in thousands)
Remainder of 2023	$	691
2024		1,283
2025		1,250
2026		1,044
2027		313
Total lease payments	$	4,581
Less: imputed interest		623
Total	$	3,958

7. INTANGIBLE ASSETS, NET

The Company’s intangible assets at June 30, 2023 consist of the following:

SCHEDULE OF INTANGIBLE ASSETS

	Amortization periods	Cost		Accumulated amortization			Net carrying value
Trademarks	10 Years	$	5,200	$	(1,170	)	$	4,030
Backlog of projects	9 Months		2,000		(2,000	)		-
Covenant not-to-compete	3 Years		2,400		(1,800	)		600
Software (included in property and equipment)	3 Years		3,400		(2,550	)		850
Dealer relationships	18 Months		2,600		(2,600	)		-
		$	15,600	$	(10,120	)	$	5,480

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 and six months ended June 30, 2023 was as follows:

	For the		For the
	Three Months Ended		Six Months ended
	June 30, 2023		June 30, 2023
Trademarks	$	130	$	260
Covenant not-to-compete		200		400
Software		283		567
	$	613	$	1,227

Estimated future amortization expense for the Company’s intangible assets as of June 30, 2023 is as follows:

Years ending December 31,
Remainder of 2023	$	1,227
2024	$	1,003
2025	$	520
2026	$	520
2027	$	520
Thereafter	$	1,690

Depreciation and amortization expense on property and equipment and intangible assets for the three and six months ended June 30, 2023 was $1,016 and $1,967, respectively. 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.

8. CAPITAL STOCK

On February 10, 2021, the Company entered into a Sales Agreement (the “Roth Sales Agreement”) with Roth Capital Partners, LLC (the “Agent RCP”), pursuant to which the Company could offer and sell from time to time, through the Agent RCP, shares of the Company’s common stock, (the “2021 Placement Shares”), registered under the Securities Act of 1933 (the “Securities Act”), pursuant to the 2021 Registration Statement.

On October 21, 2021, the Company filed a prospectus supplement with the SEC, (the “2021 Prospectus Supplement”) pursuant to which the Company could offer and sell from time to time, through the Agent RCP, up to $25,000 of the 2021 Placement Shares pursuant to the 2021 Registration Statement in “at-the-market” offerings, as defined in Rule 415 promulgated under the Securities Act.

On June 8, 2022, the Company entered into a Sales Agreement (the “Roth/Northland Sales Agreement”) with Roth Capital Partners, LLC and Northland Securities, Inc. (each an “Agent” and collectively, the “Agents”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $26,800 of shares of the Company’s common stock (the “June 2022 Placement Shares” and together with the 2021 Placement Shares, the “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 Roth/Northland Sales Agreement (the “2022 Prospectus Supplement”).

The June 2022 Placement Shares are registered under the Securities Act, pursuant to the 2021 Registration Statement. The June 2022 Placement Shares may be sold by the Company in at-the-market offerings, as defined in Rule 415 promulgated under the Securities Act, through the Agents.

2022 At-The-Market Offerings

During the first six months of 2022, 3,541,087 of the Placement Shares were sold under the Roth Sales Agreement. Total gross proceeds for the sales were $10,054 and such shares were sold at an average sale price of $2.84 per share. Net proceeds from such sales, after brokerage costs, professional, registration and other fees were $9,819 or $2.77 per share.

2023 At-The-Market Offerings

During the first six months of 2023, 1,394,743 of the Placement Shares were sold under the Roth/Northland Sales Agreement. Total gross proceeds for the sales were $1,751 and such shares were sold at an average sale price of $1.26 per share. Net proceeds from such sales, after brokerage costs, professional, registration and other fees were $1.22 per share.

Registered Direct Offering

On June 8, 2023, pursuant to a securities purchase agreement, the Company sold and issued 4,050,000 shares of common stock at a purchase price of $1.14 per share for total gross proceeds of $4,617. After deducting placement agent commissions and other offering expenses, the net proceeds were $4,290 or $1.06 per share.

9. STOCK-BASED COMPENSATION

Options

As of June 30, 2023, the Company has incentive stock options and non-qualified stock options outstanding to purchase 162,436 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:

SUMMARY OF STOCK OPTIONS ACTIVITY

	June 30, 2023
				Weighted
	Number			Average
	of			Exercise
	Options			Price
Outstanding, at December 31, 2022		211,720		$	11.66
Granted		-			-
Exercised		-			-
Forfeited		(40,000	)		12.15
Expired		(9,284	)		8.44
Outstanding and expected to vest as of June 30, 2023		162,436		$	11.72
Exercisable at June 30, 2023		162,436		$	11.72
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, 2023:

						Weighted
						Average
						Remaining
Exercisable		Stock Options		Stock Options		Contractual
Prices		Outstanding		Exercisable		Life (years)
$	3.07		3,071		3,071		1.13
$	2.52		4,365		4,365		1.26
$	12.15		155,000		155,000		2.79
			162,436		162,436

Aggregate intrinsic value of options outstanding and exercisable at June 30, 2023, and December 31, 2022 was $0 and $0, 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 $1.13 and $1.58 as of June 30, 2023 and December 31, 2022, respectively, and the exercise price multiplied by the number of options outstanding.

The Company recorded stock-based compensation expense for stock options of $0 and $0 for the three and six months ended June 30, 2023, respectively. 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.

Restricted Stock Units

The following table summarizes the Company’s restricted stock unit activity during the six months ended June 30, 2023:

	June 30, 2023
				Weighted Average
	Number Of Shares			Grant Date Value per Share
Unvested, beginning December 31, 2022		561,136		$	3.80
Granted		403,536		$	2.37
Vested		(178,029	)	$	3.84
Forfeited		(39,814	)	$	2.82
Unvested at the end of June 30, 2023		746,829		$	3.07

The Company recorded RSU compensation expense for RSUs of $436 and $880 for the three and six months ended June 30, 2023, respectively. The Company recorded RSU compensation expense for RSUs of $369 and $982 for the three and six months ended June 30, 2022, respectively.

Performance-Based Restricted Stock Units

Separate from the RSUs above are Performance Based Restricted Stock Units that vest on achieving certain revenue, cash flow and profitability goals measured annually, or in some cases, for the year ending December 31, 2024. The maximum number of shares issuable upon achieving all goals is 1,634,546 shares.

10. COMMITMENTS AND CONTINGENCIES

Litigation

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

11. SUBSEQUENT EVENTS

Registered Direct Offering

On August 11, 2023, pursuant to a securities purchase agreement, the Company sold and issued 3,300,000 shares of common stock at a purchase price of $1.00 per share for total gross proceeds of $3,300. After deducting placement agent commissions and other offering expenses, the net proceeds were $3,002 or $0.91 per share.

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, 2022, as amended by our Form 10-K/A filed on May 1, 2023 (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 Part II, Item 1A, 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.

Residential Solar

Through our Residential Solar operating subsidiary, Solcius, LLC, 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.

Commercial Solar

Through our Commercial Solar Energy 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. Commercial Solar Energy primarily operates primarily in California.

For both the three and six months ended June 30, 2023, approximately 79% of our revenue was from installations for the residential market, and approximately 21% of our revenue was from installations for the commercial and public works markets.

For the three months and six months ended June 30, 2022, approximately 91% and 89% of our revenue, respectively, was from installations for the residential market and approximately 9% and 11% of our revenue, respectively was from installations for the commercial and public works markets.

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 six months ended June 30, 2023 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.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2023 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2022

REVENUE AND COST OF GOODS SOLD

For the three months ended June 30, 2023, revenue declined to $34,638, compared to $36,397 for the same quarter in the prior year. Approximately 78.5% of revenue was from residential segment installations, or $27,200, compared to 89.3% of revenue, or $32,516, for the same quarter in the prior year. Residential segment revenue declined as a result of fewer projects reaching final inspection compared to the same quarter in the prior year, partially offset by higher average selling prices. Commercial and public works revenue was approximately 21.5% of revenue, or $7,438, for the three months ended June 30, 2023, compared to 10.7%, or $3,881, of revenue in the same period in the prior year. The increase in commercial revenue is a result of an increased backlog and executing on our strategy to grow the commercial segment.

Cost of goods sold for the three months ended June 30, 2023, was $23,196, compared to $19,803 reported for the three months ended June 30, 2022. The increase in cost of goods sold is primarily the result of inflationary pressures on labor, materials and construction supplies, as well as, under absorption of direct and overhead costs due to extended California interconnection approval timelines and lower volume in several markets.

Gross profit was $11,442 for the three months ended June 30, 2023, compared to $16,594 for the prior year period. The gross margin declined to 33.0% in the second quarter of 2023, compared to 45.6% in the second quarter 2022. The reduction in margin is the result of installation delays due to delayed regulatory approvals and higher construction costs.

SELLING AND MARKETING EXPENSES

For the three months ended June 30, 2023, the Company’s selling and marketing expenses were $11,967 compared to $14,318 for the same three months in 2022. As a percentage of revenue, selling and marketing expenses were 34.5% of revenue in the second quarter of 2023 compared to 39.3% of revenue in the same period in 2022. The decreased expenses were largely related to the benefit of our sales and marketing effort over the past year to expand our lead generation efforts and improve brand awareness. Additionally, these investments are targeted at positively impacting our ability to grow our in-house sales capability for residential markets. In the prior year period, we incurred a higher marketing spend for dealer commissions, advertising and branding. The residential sales and marketing model had previously focused on lead generation and effective interaction with a network of authorized dealers and third-party sales organizations.

GENERAL AND ADMINISTRATIVE EXPENSES

Total general and administrative expenses increased to $9,773 for the three months ended June 30, 2023, compared to $8,495 for the same period in the prior year. The general and administrative expenses increased from the prior year period as a result of increases in salaries and benefits, insurance, professional services, software and equipment related expenses, partially offset by savings attributable to a reduction of headcount in 2023.

STOCK-BASED COMPENSATION EXPENSES

During the three months ended June 30, 2023, we incurred $436 in total non-cash stock-based compensation expense, compared to $371 for the prior year period. The period-over-period increase in stock-based compensation is the result of expanding RSU grants as part of utilizing the non-cash compensation structure for incentivizing employees.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expense for the three months ended June 30, 2023 was $1,016, which includes $393 recorded in cost of goods sold compared to $1,312, which includes $241 recorded in cost of goods sold in the prior year period. Depreciation and amortization expenses decreased in the current year period as a result of a portion of the $15,600 of identified intangible assets of Solcius being fully amortized within 2022 following the closing of the Solcius acquisition in April 2021. The estimated useful lives range from nine months to ten years. Offsetting the reduction in amortization of intangibles was an increase in depreciation expense for additional installation service vehicles added during the first half of 2023. The amortization expense from the Solcius acquisition for the second quarter of 2023 was $613, compared to $1,047 for the same period in 2022.

OTHER INCOME (EXPENSE)

Other expenses were $(1,207) for the three months ended June 30, 2023, compared to other income of $170 for the same period in the prior year. Other expense is primarily the result of the $1,028 loss resulting from the sale our net $5,055 Employee Retention Tax Credit during the quarter. The interest expense of $173 is primarily related to the finance lease assets, credit card finance charges, sales tax liability and the financing of business insurance premiums.

INCOME TAX EXPENSE

Income tax expense is a provision for Texas Margin Tax for our Texas based operations.

NET LOSS

The net loss for the three months ended June 30, 2023, was $12,676, compared to a net loss of $7,585 for the three months ended June 30, 2022.

ORDERS AND BACKLOG

For the quarter ended June 30, 2023, our combined backlog of residential and commercial projects was $84,000, approximately a 2.7% decrease compared to the prior year end. Residential Solar segment originations decreased by approximately 50% in the current quarter, compared to the prior year quarter, primarily driven by higher interest rates and following a surge in California originations in the first quarter of 2023 as customers secured more favorable economics in advance of the NEM 3.0 deadline. Within this segment, originations generated from the direct sales channel were approximately 45%, compared to approximately 23% in the prior period, due to execution against our stated goal to diversify our sources of originations. As a result, the Residential Solar backlog declined to $48,000, or 19%, on a year-over-year basis. We expect to execute against our Residential Solar segment backlog over the next 1-5 months, as project complexity, jurisdictional requirements, materials and labor availability each influence timelines for completion.

Commercial Solar segment orders were approximately $8,094 for the quarter ending June 30, 2023, compared to approximately $23,743 during the same period in the prior year, which was primarily driven by the timing of several large orders. The Commercial Solar segment backlog is $36,200, which represents a 0.2% increase on a year-over-year basis. We expect to execute against this backlog over the next 3 to18 months, subject to receiving timely authorizations to proceed with construction from the various stakeholders.

RESIDENTIAL SOLAR SEGMENT KEY PERFORMANCE INDICATORS

	Three Months Ended
	June 30,
	2023			2022
Net Total Originations (Watts in thousands)		8,064			16,292
Installation (Watts in thousands)		6,309			7,920
Average Project Size Installed (Watts)		6,782			6,268
Revenue	$	27,200		$	32,516
Gross Margin		34.8	%		49.3	%
Operating (Loss)	$	(8,126	)	$	(3,269	)
Operating (Loss) %		(29.9	)%		(10.1	)%

COMMERCIAL SOLAR SEGMENT KEY PERFORMANCE INDICATORS

	Three Months Ended
	June 30,
	2023			2022
Net Total Orders	$	8,094		$	23,743
Revenue	$	7,438		$	3,881
Gross Margin		26.5	%		15.0	%
Operating (Loss)	$	(498	)	$	(2,000	)
Operating (Loss) %		(6.7	)%		(51.5	)%

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2023 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2022

REVENUE AND COST OF GOODS SOLD

For the six months ended June 30, 2023, revenue increased to $72,537 compared to $67,593 for the six months ended June 30, 2022. Residential segment revenue was approximately 78.9% of revenue in the first six months of 2023 or $57,207. Residential segment revenue was approximately 87.2% of revenue or $58,911, for the same period in the prior year. Residential segment revenue decreased as a result of the reduction in third-party sales organization sourced revenue and extended inspection times. As a percentage of total revenue, residential segment revenue decreased as commercial revenue increased in both dollars and percentage of total revenue. Commercial segment revenue was 21.1% of total revenue, or $15,330, for the first six months of 2023, compared to 12.8%, or $8,682 of revenue in the same period of the prior year. Commercial revenue benefits from greater order volume in prior periods.

Cost of goods sold for the six months ended June 30, 2023, was $49,173, or 67.8% of revenue, compared to $37,827, or 56.0% of revenue, reported for the six months ended June 30, 2022. The increase in cost of goods sold is primarily the result of higher revenue combined with inflationary pressures on materials and construction labor, as well as labor inefficiencies associated with weather and regulatory approval delays in the current year. Included within cost of goods sold is a $979 inventory write-down for solar module inventory to lower of cost or market, as a result of excess inventory in our Commercial Solar Energy segment.

Gross profit was $23,364 for the six months ended June 30, 2023. This compares to $29,766 of gross profit for the same period of the prior year. Gross margin declined to 32.2% in the first six months of 2023 compared to 44.0% in the same six-month period of 2022. The reduction in margin is the result of installation delays due to regulatory approvals and weather delays, as well as, higher construction costs.

SELLING AND MARKETING EXPENSES

For the six months ended June 30, 2023, our selling and marketing expenses were $24,046, compared to $26,548 for the six months ended June 30, 2022. As a percentage of revenue, selling and marketing expenses were 33.1% for the six months ended June 30, 2023, compared to 39.3% of revenue in the same period of 2022. Selling and marketing expenses decreased as a result of lower residential revenue, as the residential business model focuses more on direct lead generation.

GENERAL AND ADMINISTRATIVE EXPENSES

Total general and administrative expenses of $18,616 for the six months ended June 30, 2023, increased, compared to $15,305 for the six months ended June 30, 2022. The general and administrative expenses increased from the prior year six-month period as a result of increases in corporate overhead expenses including legal, accounting and consulting fees.

STOCK-BASED COMPENSATION EXPENSE

During the six months ended June 30, 2023, we incurred $880 in total non-cash stock-based compensation expense, compared to $1,655 for the same period in the prior year. The period-over-period decrease in stock-based compensation is the result of the vesting of the Solcius acquisition related RSUs and stock options granted in April 2021. Partially offsetting the reduction in stock-based compensation expense is the non-cash expense for expanding RSU grants during 2022 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, 2023 was $1,967, which includes $722 recorded in cost of goods sold compared to $2,595, which includes $474 recorded in cost of goods sold in the prior year period. Depreciation and amortization expenses decreased in the current year period as a result of a portion of the $15,600 of identified intangible assets of Solcius being fully amortized within 2022 following the closing of the Solcius acquisition in April 2021. The estimated useful lives range from nine months to ten years.

OTHER INCOME (EXPENSE)

Other income was $2,469 for the six months ended June 30, 2023, compared to $165 for the same period in the prior year. Other income is primarily related to the $5,055 employee retention tax credit receivable, net of consultants’ fees. During the second quarter the employee retention tax credit was sold at a discount of $1,028 which appears as other expense. Interest expense of $242 is primarily related to the finance lease assets, sales tax liability, credit card finance charges and the financing of business insurance premiums. Included in loss on sale of assets is the sale of $3,969 of solar module inventory for $2,596, recognizing a loss on the sale of assets of $1,373.

Other income in 2022 was the result of the gain on equipment sales of $178 most of which was fully depreciated. Interest expense of $66 is primarily for interest on finance leases and sales taxes liability.

INCOME TAX EXPENSE

Income tax expense is a provision for Texas Margin Tax on our Texas based operations.

NET LOSS

The net loss for the six months ended June 30, 2023 was $19,066. The net loss for the six months ended June 30, 2022 was $15,792.

RESIDENTIAL SOLAR SEGMENT KEY PERFORMANCE INDICATORS

	Six Months Ended
	June 30,
	2023			2022
Net Total Originations (Watts in thousands)		18,992			28,587
Installation (Watts in thousands)		13,198			14,330
Average Project Size Installed (Watts)		6,682			6,203
Revenue	$	57,207		$	58,911
Gross Margin		36.8	%		48.2	%
Operating (Loss)	$	(13,817	)	$	(7,543	)
Operating (Loss) %		(24.2	)%		(12.8	)%

COMMERCIAL SOLAR SEGMENT KEY PERFORMANCE INDICATORS

	Six Months Ended
	June 30,
	2023			2022
Net Total Orders	$	19,627		$	26,545
Revenue	$	15,330		$	8,682
Gross Margin		15.2	%		15.8	%
Operating (Loss)	$	(2,481	)	$	(3,564	)
Operating (Loss) %		(16.2	)%		(41.1	)%

LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources

We had $4,631 in unrestricted cash at June 30, 2023, as compared to $7,807 at December 31, 2022. We believe that our existing cash and cash equivalents is not 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, for 12 months and longer into the future, we expect to raise additional capital through debt and equity financings or the sale or other disposition of assets.

On January 27, 2021, we filed a Registration Statement on Form S-3 (File No. 333-252475) (the “2021 Registration Statement”), with the SEC. The 2021 Registration Statement allows the Company to offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not to exceed $100,000. The 2021 Registration Statement was declared effective by the SEC on February 3, 2021. From January 1, 2023 through the date of this filing we sold 1,394,743 shares with gross proceeds of approximately $1,751 under the 2021 Registration Statement. Approximately $17,600 of the $100,000 total is available for future offerings pursuant to the 2021 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.

On June 12, 2023, pursuant to a securities purchase agreement, the Company sold and issued 4,050,000 shares of common stock registered under the 2022 Registration Statement. The registered direct offering was at a purchase price of $1.14 per share for total gross proceeds of $4,617. After deducting placement agent commissions and other offering expenses, the net proceeds were $4,290, or $1.06 per share.

SEC Form 10-Q filed by Sunworks Inc.