Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Cover page. | ||
Entity Registrant Name | ISUN, INC. | |
Entity Central Index Key | 0001634447 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Address, State or Province | VT | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,087,767 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 20,206,778 | $ 699,154 |
Accounts receivable, net of allowance | 7,442,640 | 6,215,957 |
Inventory | 1,534,859 | 0 |
Costs and estimated earnings in excess of billings | 2,601,682 | 1,354,602 |
Other current assets | 241,205 | 214,963 |
Total current assets | 32,027,164 | 8,484,676 |
Property and Equipment, net of accumulated depreciation | 6,114,584 | 6,119,800 |
Captive insurance investment | 233,487 | 198,105 |
Intangible assets | 3,007,033 | 0 |
Investments | 7,220,496 | 4,820,496 |
Total noncurrent assets | 16,575,600 | 11,138,401 |
Total assets | 48,602,764 | 19,623,077 |
Current Liabilities: | ||
Accounts payable, includes bank overdraft of $1,246,437 at December 31, 2020 | 3,757,582 | 4,086,173 |
Accrued expenses | 134,029 | 172,021 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,561,829 | 1,140,125 |
Due to stockholders | 52,170 | 24,315 |
Line of credit | 3,682,818 | 2,482,127 |
Current portion of deferred compensation | 28,656 | 28,656 |
Current portion of long-term debt | 296,484 | 308,394 |
Total current liabilities | 9,513,568 | 8,241,811 |
Long-term liabilities: | ||
Deferred compensation, net of current portion | 54,185 | 62,531 |
Deferred tax liability | 824,129 | 610,558 |
Warrant liability | 1,386,379 | 1,124,411 |
Long-term debt, net of current portion | 1,625,801 | 1,701,495 |
Total liabilities | 13,404,062 | 11,740,806 |
Commitments and Contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock - 0.0001 par value 200,000 shares authorized, 0 and 200,000 issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 0 | 20 |
Common stock - 0.0001 par value 49,000,000 shares authorized, 8,784,196 and 5,313,268 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 878 | 531 |
Additional paid-in capital | 33,076,459 | 2,577,359 |
Retained earnings | 2,121,365 | 5,304,361 |
Total Stockholders' equity | 35,198,702 | 7,882,271 |
Total liabilities and stockholders' equity | $ 48,602,764 | $ 19,623,077 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Liabilities: | ||
Bank overdraft | $ 1,246,437 | |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 200,000 | 200,000 |
Preferred stock, shares issued (in shares) | 0 | 200,000 |
Preferred stock, shares outstanding (in shares) | 0 | 200,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 49,000,000 | 49,000,000 |
Common stock, shares issued (in shares) | 8,784,196 | 5,313,268 |
Common stock, shares outstanding (in shares) | 8,784,196 | 5,313,268 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Condensed Consolidated Statements of Operations [Abstract] | ||
Earned revenue | $ 7,260,657 | $ 3,984,680 |
Cost of earned revenue | 7,141,760 | 3,668,167 |
Gross profit | 118,897 | 316,513 |
Warehouse and other operating expenses | 183,476 | 192,942 |
General and administrative expenses | 1,465,064 | 617,748 |
Stock based compensation - general and administrative | 1,070,908 | 0 |
Total operating expenses | 2,719,448 | 810,690 |
Operating loss | (2,600,551) | (494,177) |
Other expenses | ||
Change in fair value of the warrant liability | (261,968) | (357,605) |
Interest expense, net | (36,493) | (80,766) |
Loss before income taxes | (2,899,012) | (932,548) |
Provision (benefit) for income taxes | 214,321 | (142,311) |
Net loss | (3,113,333) | (790,237) |
Preferred stock dividend | (69,663) | 0 |
Net loss available to shares of common stockholders | $ (3,182,996) | $ (790,237) |
Net loss per common share-Basic (in dollars per share) | $ (0.41) | $ (0.15) |
Net loss per common share-Diluted (in dollars per share) | $ (0.41) | $ (0.15) |
Weighted average shares of common stock-Basic (in shares) | 7,695,279 | 5,298,159 |
Weighted average shares of common stock-Diluted (in shares) | 7,695,279 | 5,298,159 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 0 | $ 529 | $ (2,692,424) | $ 6,559,973 | $ 3,868,078 |
Balance (in shares) at Dec. 31, 2019 | 0 | 5,298,159 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | $ 0 | 0 | (790,237) | (790,237) |
Balance at Mar. 31, 2020 | $ 0 | $ 529 | (2,692,424) | 5,769,736 | 3,077,841 |
Balance (in shares) at Mar. 31, 2020 | 0 | 5,298,159 | |||
Balance at Dec. 31, 2020 | $ 20 | $ 531 | 2,577,359 | 5,304,361 | 7,882,271 |
Balance (in shares) at Dec. 31, 2020 | 200,000 | 5,313,268 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Registered Direct Offering | $ 0 | $ 84 | 9,584,916 | 0 | 9,585,000 |
Registered Direct Offering (in shares) | 0 | 840,000 | |||
Acquisition of iSun Energy, LLC | $ 0 | $ 30 | 2,921,868 | 0 | 2,921,898 |
Acquisition of iSun Energy, LLC (in shares) | 0 | 300,000 | |||
Exercise of Unit Purchase Option | $ 0 | $ 13 | (13) | 0 | 0 |
Exercise of Unit Purchase Option (in shares) | 0 | 133,684 | |||
Redemption of common stock | $ 0 | $ (3) | (672,856) | 0 | (672,859) |
Redemption of common stock (in shares) | 0 | (34,190) | |||
Conversion of Preferred Shares | $ (20) | $ 37 | (17) | 0 | $ 0 |
Conversion of Preferred shares (in shares) | (200,000) | 370,370 | 370,370 | ||
Dividends payable on preferred shares | $ 0 | $ 0 | 0 | (69,663) | $ (69,663) |
Conversion of Solar Project Partners, LLC warrant | $ 0 | $ 12 | (12) | 0 | 0 |
Conversion of Solar Project Partners, LLC warrant (in shares) | 0 | 117,376 | |||
Issuance under equity incentive plan | $ 0 | $ 12 | 1,070,896 | 0 | 1,070,908 |
Issuance under equity incentive plan (in shares) | 0 | 126,083 | |||
Exercise of options | $ 0 | $ 10 | 149,983 | 0 | 149,993 |
Exercise of options (in shares) | 0 | 100,667 | |||
Exercise of warrants | $ 0 | $ 152 | 17,444,335 | 0 | $ 17,444,487 |
Exercise of warrants (in shares) | 0 | 1,516,938 | 1,516,938 | ||
Net loss | $ 0 | $ 0 | 0 | (3,113,333) | $ (3,113,333) |
Balance at Mar. 31, 2021 | $ 0 | $ 878 | $ 33,076,459 | $ 2,121,365 | $ 35,198,702 |
Balance (in shares) at Mar. 31, 2021 | 0 | 8,784,196 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (3,113,333) | $ (790,237) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 135,825 | 155,012 |
Deferred finance charge amortization | 770 | 1,535 |
Provision (benefit) for deferred income taxes | 213,571 | (143,061) |
Stock based compensation | 1,070,908 | 0 |
Change in fair value of warrant liabilities | 261,968 | 357,605 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,226,683) | 166,925 |
Prepaid expenses | 4,095 | 62,278 |
Inventory | (1,534,859) | 0 |
Costs and estimated earnings in excess of billings | (1,247,080) | (197,704) |
Accounts payable | (328,591) | (1,778,242) |
Accrued expenses | (37,992) | 18,914 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 421,704 | 161,425 |
Deferred compensation | (8,346) | (7,750) |
Net cash used in operating activities | (5,388,043) | (1,993,300) |
Cash flows from investing activities: | ||
Purchase of equipment | (130,609) | 0 |
Acquisition of iSun Energy, LLC | (85,135) | 0 |
Investment in captive insurance | (35,382) | (57,230) |
Minority investments | (2,500,000) | 0 |
Net cash used in investing activities | (2,751,126) | (57,230) |
Cash flows from financing activities: | ||
Proceeds from line of credit | 9,440,699 | 5,603,603 |
Payments of line of credit | (8,240,008) | (3,165,953) |
Payments of long-term debt | (88,374) | (135,099) |
Redemption of shares of Common Stock | (672,859) | 0 |
Due to stockholders | 27,855 | (291,403) |
Proceeds from registered direct offering | 9,585,000 | 0 |
Proceeds from warrant exercise | 17,444,487 | 0 |
Proceeds from option exercise | 149,993 | 0 |
Net cash provided by financing activities | 27,646,793 | 2,011,148 |
Net increase (decrease) in cash | 19,507,624 | (39,382) |
Cash, beginning of period | 699,154 | 95,930 |
Cash, end of period | 20,206,778 | 56,548 |
Cash paid during the year for: | ||
Interest | 36,493 | 79,231 |
Income taxes | 0 | 366 |
Supplemental schedule of non-cash investing and financing activities: | ||
Preferred dividends satisfied with distribution from investment | 69,663 | 0 |
Conversion of Solar Project Partners, LLC [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Shares issued | 12 | 0 |
Exercise of Unit Purchase Option on Cashless Basis [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Shares issued | 13 | 0 |
Conversion of Preferred Stock [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Shares issued | 37 | 0 |
Acquisition of iSun Energy, LLC [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Shares issued | $ 2,921,898 | $ 0 |
SUMMARY OF OPERATIONS AND SIGNI
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES a) Organization and Basis of Presentation iSun, Inc.(formerly known as The Peck Company Holdings, Inc.) is a solar engineering, construction and procurement contractor for commercial and industrial customers across the Northeastern United States. The Company also provides electrical contracting services and data and communication services. The work is performed under fixed-price and modified fixed-price contracts and time and materials contracts. The Company is incorporated in the State of Delaware and has its corporate headquarters in Williston, Vermont. Effective January 19, 2021, the Company changed its corporate name from The Peck Company Holdings, Inc. to iSun, Inc. (the “Name Change”). The Name Change was effected through a parent/subsidiary short-form merger of iSun, Inc., our wholly-owned Delaware subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the short-form merger, we filed a Certificate of Merger with the Secretary of State of the State of Delaware on January 19, 2021. The merger became effective on January 19, 2021 with the State of Delaware and, for purposes of the quotation of our Common Stock on the Nasdaq Capital Market (“Nasdaq”), effective at the open of the market on January 20, 2021. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other period. The accompanying financial statements should be read in conjunction with the Company’s audited financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of iSun, Inc. and its wholly owned operating subsidiaries, Peck Electric Co and iSun Energy LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. c) Revenue Recognition The majority of the Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. 1) Revenue Recognition Policy Solar Power Systems Sales and Engineering, Procurement, and Construction Services The Company recognizes revenue from the sale of solar power systems, Engineering, Procurement and Construction (“EPC”) services, and other construction type contracts over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Construction contracts, such as the sale of a solar power system combined with EPC services, are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. Our contracts often require significant services to integrate complex activities and equipment into a single deliverable, and are therefore generally accounted for as a single performance obligation, even when delivering multiple distinct services. For such services, the Company recognizes revenue using the cost to cost method, based primarily on contract cost incurred to date compared to total estimated contract cost. The cost to cost method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Cost of revenue includes an allocation of indirect costs including depreciation and amortization. Subcontractor materials, labor and equipment, are included in revenue and cost of revenue when management believes that the Company is acting as a principal rather than as an agent (i.e., the Company integrates the materials, labor and equipment into the deliverables promised to the customer). Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the customer. As of March 31, 2021 and December 31, 2020, the Company had $0 in pre-contract costs classified as a current asset under contract assets on its Consolidated Balance Sheet. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on construction contracts are typically due within 30 to 45 days of billing, depending on the contract. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. For sales of solar power systems in which the Company sells a controlling interest in the project to a customer, revenue is recognized for the consideration received when control of the underlying project is transferred to the customer. Revenue may also be recognized for the sale of a solar power system after it has been completed due to the timing of when a sales contract has been entered into with the customer. Energy Generation Revenue from net metering credits is recorded as electricity is generated from the solar arrays and billed to customers (PPA off-taker) at the price rate stated in the applicable power purchase agreement (PPA). Operation and Maintenance and Other Miscellaneous Services Revenue for time and materials contracts is recognized as the service is provided. 2) Disaggregation of Revenue from Contracts with Customers The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations for the three months ended March 31: 2021 2020 Solar Operations Performance obligations satisfied at a point in time $ — $ — Performance obligations satisfied over time $ 6,092,674 $ 3,229,844 $ 6,092,674 $ 3,229,844 Electric Operations Performance obligations satisfied at a point in time $ — — Performance obligations satisfied over time $ 889,111 $ 491,640 $ 889,111 $ 491,640 Data and Network Operations Performance obligations satisfied at a point in time $ — $ — Performance obligations satisfied over time $ 278,872 $ 263,196 $ 278,872 $ 263,196 Total Performance obligations satisfied at a point in time $ — — Performance obligations satisfied over time $ 7,260,657 $ 3,984,680 Total $ 7,260,657 $ 3,984,680 The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; award and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the Company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. 4) Remaining Performance Obligation Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. 5) Warranties The Company generally provides limited workmanship warranties up to five years for work performed under its construction contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. Historically, warranty claims have not resulted in material costs incurred, and any estimated costs for warranties are included in the individual contract cost estimates for purposes of accounting for long-term contracts. d) Concentration and Credit Risks The Company occasionally has cash balances in a single financial institution during the year in excess of the Federal Deposit Insurance Corporation (FDIC) limit of up to $250,000 per financial institution. The differences between book and bank balances are outstanding checks and deposits in transit. At March 31, 2021, the uninsured balances were approximately $20 million. e) Income Taxes Through June 20, 2019 (the date of the completion of the Reverse Merger and Recapitalization between Peck Electric Co. and Jensyn Acquisition Corp, (the Company’s predecessor)) the former Peck Electric Co. had elected to be taxed as an S-Corporation under the Internal Revenue Code and similar codes in states in which the Company was subject to taxation. While this election was in effect, the income (whether distributed or not) was taxed for federal income tax purposes to former Peck Electric stockholders. Accordingly, no provision for federal income tax was required. However, the Company did calculate a proforma provision. The provision for income taxes for former Peck Electric Co. was primarily for Vermont minimum taxes. As of the date of the completion of the Reverse Merger and Recapitalization, the Company effectively became a C-Corporation, which changed the level of taxation from the stockholders to the Company. The deferred tax assets and liabilities that arise out of the change of tax status have been recorded to account for the temporary differences that existed on the date of the change resulting in a deferred tax liability of $1,506,362. At March 31, 2021 and December 31, 2020, the deferred tax liability was $824,129 and $610,558, respectively. The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The financial statements of the Company account for deferred tax assets and liabilities in accordance with Accounting Standards Codification (“ASC”) 740, Income taxes. The Company also uses a more-likely-than-not measurement for all tax positions taken or expected to be taken on a tax return in order for those tax positions to be recognized in the financial statements. If the Company were to incur interest and penalties related to income taxes, these would be included in the provision for income taxes. Generally, the three tax years previously filed remain subject to examination by federal and state tax authorities. f) Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates their estimates, including those related to inputs used to recognize revenue over time, goodwill, intangibles, investments, impairment on investments and valuation of deferred tax assets. Actual results could differ from those estimates. g) Deferred Finance Costs Deferred financing costs relate to the Company’s debt and equity instruments. Deferred financing costs relating to debt instruments are amortized over the terms of the related instrument using the effective interest method. Amortization expense associated with deferred financing costs, which is included in interest expense, totaled $770 and $1,535 for the three months ended March 31, 2021 and March 31 2020, respectively. h) Fair Value of Financial Instruments The Company’s financial instruments include cash and cash equivalents, accounts receivable, cash collateral deposited with insurance carriers, deferred compensation plan liabilities, accounts payable and other current liabilities, and debt obligations. Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market-based inputs or other observable inputs; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash, accounts receivable, accounts payable and other current liabilities approximate their fair values. Management believes the carrying values of notes and other receivables, cash collateral deposited with insurance carriers, and outstanding balances on its line of credit and long-term debt approximate their fair values as these amounts are estimated using public market prices, quotes from financial institutions and other available information. i) Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment with different product offerings for financial reporting purposes, which represents the Company’s core business. j) Recently Issued Accounting Pronouncements On May 03, 2021, the FASB issued Accounting Standards Update (ASU) 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options k) Inventory Inventory is valued at lower of cost or net realizable value determined by the first-in, first-out method. Inventory primarily consists of solar panels and other materials. The Company reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. Inventory is presented net of an allowance of $0 at March 31, 2021 and December 31, 2020. l) Reclassification Certain reclassifications have been made to prior year’s financial statement to conform to classifications used in the current year. |
RESTATEMENT OF FINANCIAL STATEM
RESTATEMENT OF FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2021 | |
RESTATEMENT OF FINANCIAL STATEMENTS [Abstract] | |
RESTATEMENT OF FINANCIAL STATEMENTS | 2 RESTATEMENT OF FINANCIAL STATEMENTS On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s financial statements as opposed to equity. Since issuance, the Company’s Warrants were accounted for as equity within the Company’s previously reported financial statements, and after discussion and evaluation, management concluded that the Warrants should be presented as liabilities reported at fair value with subsequent fair value remeasurement at each reporting period. The Company concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants the Company’s predecessor previously issued, the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. The Affected Periods are the years ended December 31, 2020 and 2019 and the quarters ended September 30, 2020, June 30, 2020, March 31, 2020, September 30, 2019 and June 30, 2019. As such, the Company is restating its unaudited and audited financial statements for the Affected Periods included in this Form 10-Q. Impact of the Restatement The impact of the restatement on the Condensed Consolidated Balance Sheet as of December 31, 2020 included in this filing is presented below. As Previously Reported Adjustments As Restated Balance sheet as of December 31, 2020 (audited) Warrant Liability $ - $ 1,124,411 $ 1,124,411 Additional Paid-in Capital 5,682,139 (3,104,780 ) 2,577,359 Retained Earnings 3,323,992 1,980,369 5,304,361 The impact of the restatement on the Condensed Consolidated Statement of Operations for the three months ended March 31, 2020 included in this filing is presented below. As Previously Reported Adjustments As Restated Statement of Operations for the three months ended March 31, 2020 (unaudited) Change in fair value of the warrant liability $ - $ (357,605 ) $ (357,605 ) Net loss (432,632 ) (357,605 ) (790,237 ) Net loss per common share (0.08 ) (0.07 ) (0.15 ) The impact of the restatement on the Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2020 included in this filing is presented below. As Previously Adjustments As Restated Statement of Cash Flows for the three months ended March 31, 2020 (unaudited) Net Loss $ (432,632 ) $ (357,605 ) $ (790,237 ) Change in fair value of the warrant liability - 357,605 357,605 |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 3 Months Ended |
Mar. 31, 2021 | |
LIQUIDITY AND FINANCIAL CONDITION [Abstract] | |
LIQUIDITY AND FINANCIAL CONDITION | 3. LIQUIDITY AND FINANCIAL CONDITION In the three months ended March 31, 2021, the Company experienced a net operating loss and negative cash flow from operations. At March 31, 2021, the Company had cash on hand of approximately $20.2 million and working capital of approximately $22.5 million. The Company utilized approximately $5.4 million in cash to support operations during the three months ending March 31, 2021. In prior years, the Company has relied predominantly on operating cash flow to fund its operations and borrowings from its credit facilities. For the three months ending March 31, 2021, the Company utilized the proceeds from the registered direct offering and exercise of warrants described below to generate cash flow to support its operations. On January 8, 2021, the Company entered into a Securities Purchase Agreement with two institutional investors providing for the issuance and sale by the Company of an aggregate 840,000 shares of its Common Stock in a registered direct offering at a purchase price of $12.50 per share for gross proceeds of approximately $10.5 million before deducting fees and offering expenses. The Company’s Form S-3 Registration Statement is effective and allows the Company to offer, issue and sell up to $50,000,000 in the aggregate of our shares of Common Stock. After the registered direct offering, the Company has approximately $39.5 million available under the shelf registration. The Company believes its current cash on hand, proceeds generated from the registered direct offering, the potential availability of proceeds of sale of shares of Common Stock under the shelf registration, the collectability of its accounts receivable and project backlog are sufficient to meet its operating and capital requirements for at least the next twelve months from the date these financial statements are issued. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2021 | |
ACCOUNTS RECEIVABLE [Abstract] | |
ACCOUNTS RECEIVABLE | 4. ACCOUNTS RECEIVABLE Accounts receivable consist of: March 31, 2021 December 31, 2020 Accounts receivable - contracts in progress $ 7,410,103 $ 6,206,760 Accounts receivable - retainage 116,537 93,197 7,526,640 6,299,957 Allowance for doubtful accounts (84,000 ) (84,000 ) Total $ 7,442,640 $ 6,215,957 Bad debt expense was $0 and $164,292 for the three months ended March 31, 2021 and 2020, respectively. Contract assets represent revenue recognized in excess of amounts billed, unbilled receivables, and retainage. Unbilled receivables represent an unconditional right to payment subject only to the passage of time, which are reclassified to accounts receivable when they are billed under the terms of the contract. Contract assets were as follows at March 31, 2021 and 2020: March 31, 2021 December 31, 2020 Costs in excess of billings $ 958,720 $ 216,261 Unbilled receivables, included in costs in excess of billings 1,642,962 1,138,341 2,601,682 1,354,602 Retainage 116,537 93,197 $ 2,718,219 $ 1,447,799 Contract liabilities represent amounts billed to clients in excess of revenue recognized to date, billings in excess of costs, and retainage. The Company anticipates that substantially all incurred cost associated with contract assets as of March 31, 2021 will be billed and collected within one year. Contract liabilities were as follows at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Billings in excess of costs $ 1,561,829 $ 1,140,125 |
CONTRACTS IN PROGRESS
CONTRACTS IN PROGRESS | 3 Months Ended |
Mar. 31, 2021 | |
CONTRACTS IN PROGRESS [Abstract] | |
CONTRACTS IN PROGRESS | 5. CONTRACTS IN PROGRESS Information with respect to contracts in progress are as follows: March 31, 2021 December 31, 2020 Expenditures to date on uncompleted contracts $ 4,222,606 $ 7,764,622 Estimated earnings thereon 1,242,219 2,178,868 5,464,825 9,943,490 Less billings to date (6,067,934 ) (10,867,354 ) (603,109 ) (923,864 ) Plus under billings remaining on contracts 100% complete 1,642,962 1,138,341 Total $ 1,039,853 $ 214,477 Included in accompany balance sheets under the following captions: March 31, 2021 December 31, 2020 Cost and estimated earnings in excess of billings $ 2,601,682 $ 1,354,602 Billings in excess of costs and estimated earnings on uncompleted contracts (1,561,829 ) (1,140,125 ) $ 1,039,853 $ 214,477 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2021 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 6. LONG-TERM DEBT A summary of long-term debt is as follows: March 31, 2021 December 31, 2020 NBT Bank, National Association, 4.25% interest rate, secured by all business assets, payable in monthly installments of $5,869 through September 2026, with a balloon payment at maturity. $ 672,887 $ 683,268 NBT Bank, National Association, repaid in January 2021. - 12,050 NBT Bank, National Association, 4.20% interest rate, secured by building, payable in monthly installments of $3,293 through September 2026, with a balloon payment at maturity. 238,817 246,135 NBT Bank, National Association, 4.15% interest rate, secured by all business assets, payable in monthly installments of $3,677 through April 2026. 201,600 210,475 NBT Bank, National Association, 4.20% interest rate, secured by all business assets, payable in monthly installments of $5,598 through October 2026, with a balloon payment at maturity. 414,270 426,624 NBT Bank, National Association, 4.85% interest rate, secured by a piece of equipment, payable in monthly installments of $2,932 including interest, through May 2023. 72,145 80,001 Various vehicle loans, interest ranging from 0% to 6.99%, total current monthly installments of approximately $8,150, secured by vehicles, with varying terms through September 2025. 271,616 294,799 March 31, 2021 December 31, 2020 National Bank of Middlebury, 3.95% interest rate for the initial 5 years, after which the loan rate will adjust equal to the Federal Home Loan Bank of Boston 5/10 – year Advance Rate plus 2.75%, loan is subject to a floor rate of 3.95%, secured by solar panels and related equipment, payable in monthly installments of $2,388 including interest, through December 2024. 67,110 73,467 1,938,445 2,026,819 Less current portion (296,484 ) (308,394 ) 1,641,961 1,718,425 Less debt issuance costs (16,160 ) (16,930 ) Long-term debt $ 1,625,801 $ 1,701,495 Maturities of long-term debt are as follows: Year ending December 31: Amount Remainder of 2021 $ 220,020 2022 305,857 2023 265,765 2024 222,606 2025 209,858 2026 and thereafter 714,339 $ 1,938,445 |
LINE OF CREDIT
LINE OF CREDIT | 3 Months Ended |
Mar. 31, 2021 | |
LINE OF CREDIT [Abstract] | |
LINE OF CREDIT | 7. LINE OF CREDIT The Company has a working capital line of credit with NBT Bank with a limit of $6,000,000 and a variable interest rate based on the Wall Street Journal Prime rate, currently 3.25%. The line of credit is payable upon demand and subject to an annual review in September 2021. The balance outstanding was $3,682,818 and $2,482,127 at March 31, 2021 and December 31, 2020, respectively Borrowing is based on 80% of eligible accounts receivable. The line is secured by all business assets and is subject to certain financial covenants. These financial covenants consist of a minimum debt service coverage ratio of 1.20 to 1.00 measured on a quarterly basis. As of March 31, 2021, the Company was not in compliance with the financial covenants but received a waiver of covenant default from NBT Bank. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Total rent expense for all of the non-cancelable leases above were $61,215 and $62,021 for the three months ended March 31, 2021 and 2020, respectively. The Company also rents equipment to be used on jobs under varying terms not exceeding one year. Total rent expense under short term rental agreements was $97,639 and $87,626 for the quarters ended March 31, 2021 and 2020, respectively. Future minimum lease payments required under all of the non-cancelable operating leases are as follows: Years ending December 31: Amount Remainder of 2021 $ 101,148 2022 145,561 2023 147,903 2024 150,291 2025 152,310 Thereafter 1,070,016 $ 1,767,229 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | 9. FAIR VALUE MEASUREMENTS The Public Warrants were traded under the symbol ISUNW and the fair values were based upon the closing price of the Public Warrants at each measurement date. The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below: Input Mark-to-Market Measurement at March 31, 2020 Mark-to-Market Measurement at December 31, 2020 Risk-free rate 0.412 % 0.214 % Remaining term in years 3.22 3.47 Expected volatility 84.9 % 81.0 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 13.35 $ 5.95 The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement as of March 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ 1,113,951 $ 1,113,951 $ - $ - Private Warrants 272,428 - - 272,428 Fair Value Measurement as of December 31, 2020 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ 773,956 $ 773,956 $ - $ - Private Warrants 350,455 - - 350,455 The following is a roll forward of the Company’s Level 3 instruments: Balance, January 1, 2021 $ 1,124,411 Fair value adjustment – Warrant liability 261,968 Balance, March 31, 2021 $ 1,386,379 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2021 | |
WARRANTS [Abstract] | |
WARRANTS | 10. WARRANTS As of March 31, 2021, the Company received notification that 3,033,876 warrants issued in connection with the Company’s (Jensyn Acquisition Corp.) initial public offering were exercised and 1,516,938 shares of Common Stock were issued in connection with such exercise resulting in cash proceeds to the Company of $17,444,487. Number of Warrants Outstanding, beginning January 1, 2021 4,163,926 Granted - Exercised 3,033,876 Redeemed - Outstanding, ending March 31, 2021 1,130,050 |
UNION ASSESSMENTS
UNION ASSESSMENTS | 3 Months Ended |
Mar. 31, 2021 | |
UNION ASSESSMENTS [Abstract] | |
UNION ASSESSMENTS | 11. UNION ASSESSMENTS The Company employs members of the International Brotherhood of Electrical Workers Local 300 (IBEW). The union fee assessments payable are both withholdings from employees and employer assessments. Union fees are for monthly dues, defined contribution pension, health and welfare funds as part of multi-employer plans. All union assessments are based on the number of hours worked or a percentage of gross wages as stipulated in the agreement with the IBEW. The Company has an agreement with the IBEW in respect to rates of pay, hours, benefits, and other employment conditions that expires May 31, 2022. During the three months ended March 31, 2021 and 2020, the Company incurred the following union assessments. March 31, 2021 March 31, 2020 Pension fund $ 118,434 $ 73,170 Welfare fund 343,371 214,028 National employees benefit fund 33,680 20,519 Joint apprenticeship and training committee 19,630 2,841 401(k) matching 20,998 - Total $ 536,113 $ 310,558 |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
PROVISION FOR INCOME TAXES [Abstract] | |
PROVISION FOR INCOME TAXES | 12. PROVISION FOR INCOME TAXES In connection with the closing of the Reverse Merger and Recapitalization, the Company’s tax status changed from an S-corporation to a C-corporation. As a result, the Company is responsible for Federal and State income taxes and must record deferred tax assets and liabilities for the tax effects of any temporary differences that exist on the date of the change. When push down accounting does not apply as part of a business combination, U.S. GAAP requires the effect of the change in tax status to be recognized in the financial statements and the effect is included in income (loss) from continuing operations. The Company recorded deferred income tax expense and a corresponding deferred tax liability of $1,098,481 as of and for the year ended December 31, 2019, of which $1,506,362 was recorded at the time of conversion to a C-corporation (see note 1 (k) income taxes). For the year ended December 31, 2020 the Company recorded deferred income tax benefit of $487,923 and had a net deferred tax liability of $610,558. The Reverse Merger and Recapitalization between Jensyn Acquisition Corp. and Peck Electric Co. on June 20, 2019 caused a stock ownership change for purposes of Section 382 of the Internal Revenue Code. The Company recognized tax net operating losses which it expects to fully utilize over time subject to annual limitations as set forth in the Internal Revenue Code. The provision for income taxes for the year ended December 31, 2020 and 2019 consists of the following: March 31, 2021 March 31, 2020 Current Federal $ — $ — State 750 750 Total Current 750 750 Deferred Federal 161,825 (108,437 ) State 51,746 (34,624 ) Total Deferred $ 213,571 (143,061 ) Provision (benefit) for Income Taxes $ 214,321 $ (142,311 ) The Company’s total deferred tax assets and liabilities at March 31, 2021 and December 31, 2020 are as follows: March 31, 2021 December 31, 2020 Deferred tax assets (liabilities) Accruals and reserves $ 23,758 $ 23,758 Net operating loss 1,751,269 812,996 Total deferred tax assets 1,775,027 836,754 Property and equipment (2,255,689 ) (1,447,312 ) Stock-based compensation (343,467 ) - Total deferred tax liabilities (2,599,156 ) (1,447,312 ) Net deferred tax asset (liabilities) $ (824,129 ) $ (610,558 ) Reconciliation between the effective tax on income from operations and the statutory tax rate is as follows: March 31, 2021 March 31, 2020 Income tax expense at federal statutory rate $ (608,792 ) $ (193,106 ) Permanent differences 183,790 111,438 Non-deductible goodwill and other intangible 833,399 - State and local taxes net of federal benefit (194,076 ) (60,643 ) Income tax (benefit) expense $ 214,321 $ (142,311 ) |
CAPTIVE INSURANCE
CAPTIVE INSURANCE | 3 Months Ended |
Mar. 31, 2021 | |
CAPTIVE INSURANCE [Abstract] | |
CAPTIVE INSURANCE | 13. CAPTIVE INSURANCE The Company and other companies are members of an offshore heterogeneous group captive insurance holding company entitled Navigator Casualty, LTD. (NCL). NCL is located in the Cayman Islands and insures claims relating to workers’ compensation, general liability, and auto liability coverage. Premiums are developed through the use of an actuarially determined loss forecast. Premiums paid totaled $189,958 and $189,337 for the years ended December 31, 2020 and 2019, respectively. The loss funding, derived from the actuarial forecast, is broken-out into two categories by the actuary known as the “A & B” Funds. The “A” Fund pays for the first $100,000 of any loss and the “B” Fund contributes to the remainder of the loss layer up to $300,000 total per occurrence. Each shareholder has equal ownership and invests a one-time cash capitalization of $36,000. This is broken out into two categories, $35,900 of redeemable preference shares and $100 for a single common share. Each shareholder represents a single and equal vote on NCL’s Board of Directors. Summary financial information on NCL as of September 30, 2020 is: Total assets $ 96,020,037 Total liabilities $ 46,176,680 Comprehensive income $ 8,820,830 NCL’s fiscal year end is September 30, 2020. March 31, 2021 December 31, 2020 Investment in NCL Capital $ 36,000 $ 36,000 Cash security 194,167 158,785 Investment income in excess of losses (incurred and reserves) 3,320 3,320 Total deferred tax assets $ 233,487 $ 198,105 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 14. RELATED PARTY TRANSACTIONS In 2014, the minority stockholders of Peck Electric Co., who sold the building that the Company formerly occupied, lent the proceeds to the majority stockholders of Peck Electric Co. who contributed $400,000 of the net proceeds as paid in capital. At March 31, 2021 and December 31, 2020, the amount owed of $57,400 and $73,000, respectively, is included in the “due to stockholders” as there is a right to offset. In May 2018, stockholders of the Company bought out a minority stockholder of Peck Electric Co. The Company advanced $250,000 for the stock purchase which is included in the “due from stockholders”. At March 31, 2021 and December 31, 2020, the amounts due of $29,404 and $602,463, respectively, are included in the “due to stockholders” as there is a right to offset. In 2019, the Company’s majority stockholders lent proceeds to the Company to help with cash flow needs. At March 31, 2021 and December 31, 2020, the amounts owed of $90,552 and $286,964, respectively, are included in the “due to stockholders” as there is a right to offset. The Company was an S-corporation through June 20, 2019 and as a result, the taxable income of the Company is reported on each stockholder’s tax returns and each stockholder are taxed individually. As a result, the Company has accrued a distribution for taxes of $6,622 at March 31, 2021 and December 31, 2020, respectively, to the former stockholders of Peck Electric Co. for the period during which the Company was an S-corporation, which is included in the “due to stockholders” value below. The amounts below include amounts due to/from stockholders as of December 31, 2020 and December 31, 2019: March 31, 2021 December 31, 2020 Due to stockholders consists of unsecured notes to stockholders with interest at the mid-term AFR rate (2.08% at March 31, 2021). $ 52,170 $ 24,315 |
DEFERRED COMPENSATION PLAN
DEFERRED COMPENSATION PLAN | 3 Months Ended |
Mar. 31, 2021 | |
DEFERRED COMPENSATION PLAN [Abstract] | |
DEFERRED COMPENSATION PLAN | 15. DEFERRED COMPENSATION PLAN In 2018, the Company entered into a deferred compensation agreement with a former minority stockholder. The agreement provides for deferred income benefits and is payable over the post-retirement period. The Company accrues the present value of the estimated future benefit payments over the period from the date of the agreement to the retirement date. The minimum commitment for future compensation under the agreement is $155,000, the net present value of which is $82,841. The Company will also pay the former stockholder a solar management fee of 24.5% of the available cash flow from the solar arrays put into service on or before December 31, 2017 over the life of the arrays. The amount is de minimis and therefore not recorded on the balance sheet as of March 31, 2021 and December 31, 2020 and recorded in the statement of operations when incurred. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
EARNINGS (LOSS) PER SHARE [Abstract] | |
EARNINGS (LOSS) PER SHARE | 16. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of Common Stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into Common Stock. The Company has contingent share arrangements and warrants with the potential issuance of additional shares of Common Stock from these arrangements were excluded from the diluted EPS calculation because the prevailing market and operating conditions at the present time do not indicate that any additional shares of Common Stock will be issued. These instruments could result in dilution in future periods. Three Months Ended March 31, 2021 2020 Earnout provision, includes new shares of Common Stock that may be issued to former Peck Electric Co. shareholders — 898,473 Earnout provision, includes new shares of Common Stock that may be issued to Exit Strategy — 11,231 Earnout provision, including new shares of Common Stock that may be issued to holders of forfeited and canceled shares — 257,799 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 Warrants to purchase Common Stock, from Jensyn’s IPO 565,025 2,292,250 Unvested restricted stock awards 161,470 - |
PREFERRED STOCK
PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2021 | |
PREFERRED STOCK [Abstract] | |
PREFERRED STOCK | 17. PREFERRED STOCK The Company has authorized and designated 200,000 shares of convertible preferred stock (the “Preferred Stock”). Pursuant to the Exchange Agreement, the Company subscribed for 500,000 Units of Class B Preferred Membership units of GSI in exchange for 200,000 shares of the Company’s Series A Preferred Stock (the “Preferred Shares”). In addition, the Company subscribed for and purchased 100,000 Units of SPP in exchange for the issuance by the Company of a Warrant to acquire 275,000 shares of the Company’s Common Stock at an exercise price of $15.00 per share. The Exchange Agreement provides that as long as the dividend payment on the Preferred Shares in each calendar quarter is equal to the aggregate distribution with respect to the GSI Units, such payments and distributions shall be offset and neither GSI nor the Company need to make any cash payments to the other. The Company granted to GSI the right to repurchase up to 400,000 (in tranches of 50,000) of the Units at a valuation of $4,000,000. The Company granted to GSI registration rights with respect to the Preferred Shares, the Warrant, and the Common Stock underlying the Warrant. The Preferred Stock has the following rights and privileges: Voting Conversion 20 days in a 30 day trading period, or (ii) when there is a change in control and the holder would receive consideration equal to or greater than the preferred liquidation preferences. Dividends Liquidation Redemption Pursuant to the First Amended Certificate of Designation, on February 22, 2021 the Company notified all holders of the Preferred Shares of the mandatory conversion of the Preferred Shares into shares of Common Stock. A total of 370,370 shares of Common Stock were issued pursuant to the conversion. |
RESTRICTED STOCK AND STOCK OPTI
RESTRICTED STOCK AND STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2021 | |
RESTRICTED STOCK AND STOCK OPTIONS [Abstract] | |
RESTRICTED STOCK AND STOCK OPTIONS | 18. RESTRICTED STOCK AND STOCK OPTIONS Options As of March 31, 2021, the Company has 201,333 non-qualified stock options outstanding to purchase 201,333 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 an exercise price of $1.49 per share, the fair market value of the Company’s Common Stock on the date of each grant. The Company determined the fair market value of these options to be $1.7 million by using the Black Scholes option valuation model. The key assumptions used in the valuation of the options were as follows; a) volatility of 187.94%, b) term of 2 years, c) risk free rate of 0.13% and d) a dividend yield of 0%. Three Months Ended March 31, 2021 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2021 - $ - Granted 302,000 $ 1.49 Exercised 100,667 $ 1.49 Outstanding, ending March 31, 2021 201,333 $ 1.49 Exercisable at March 31, 2021 - $ - During the three months ended March 31, 2021 and 2020, the Company charged a total of $1.0 million and $0, respectively, to operations to recognize stock-based compensation expense for stock options and unamortized stock-based compensation expense for stock options is $1.0 million. The stock options were exercised for 100,667 shares of Common Stock providing approximately $0.1 million of cash flow to the Company. Restricted Stock Grant to Executives With an effective date of January 4, 2021, subject to the iSun, Inc. 2020 Equity Incentive Plan, (the “2020 Plan”), the Company entered into a restricted stock grant agreement with our Chief Executive Officer Jeffrey Peck, Chief Financial Officer John Sullivan, Chief Operating Officer Fredrick Myrick, and Chief Strategy Officer Michael dAmato in January 2021 (the January 2021 RSGA). All shares issuable under the January 2021 RSGA are valued as of the grant date at $6.15 per share representing the fair market value. The January 2021 RSGA provides for the issuance of up to 241,000 shares of the Company’s common stock. The restricted shares shall vest as follows: 80,333 of the restricted shares shall vest immediately, 80,333 of the restricted shares shall vest on the one (1) year anniversary of the effective date, and the balance, or 80,334 restricted shares, shall vest on the two (2) year anniversary of the effective date. In the three months ended March 31, 2021 and 2020, stock-based compensation expense of $0.2 million and $0, respectively was recognized for the January 2021 RSGA. Stock-based compensation, excluding the January 2021 RSGA, related to employee and director options totaled $0.4 and $0 for the three months ended March 31, 2021 and 2020, respectively. On February 25, 2021, the stockholders approved an amendment to the 2020 Equity Incentive Plan increase the available shares of Common Stock to 1,000,000 shares of Common Stock. |
ACQUISITION
ACQUISITION | 3 Months Ended |
Mar. 31, 2021 | |
ACQUISITION [Abstract] | |
ACQUISITION | 19. ACQUISITION On January 19, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization with iSun Energy LLC. iSun Energy LLC became a wholly-owned subsidiary of the Company. iSun Energy, LLC is a provider of products and services designed to support the electric vehicle market. In connection with Merger, Sassoon Peress, the sole member, will receive 400,000 shares of the Company’s Common Stock over five years valued at $2,404,000, 200,000 shares of which were issued at the closing, warrants to purchase up 200,000 shares of the Company’s Common Stock, valued at $517,898, cash considerations of $85,135 and up to 240,000 shares of the Company’s Common Stock based on certain performance milestones for an aggregate value of $3,007,033. The 400,000 shares of Company’s Common Stock were valued utilizing the market close price of $6.01 on the date, December 30, 2020, which the binding letter of intent was executed. For the warrants, the Company determined the fair market value of these options by using the Black Scholes option valuation model. The key assumptions used in the valuation of the warrants were as follows; a) volatility of 103.32%, b) term of 3 years, c) risk free rate of 0.36% and d) a dividend yield of 0%. At March 31, 2021, the amount of $3,007,033 is included as an Intangible Asset. The Company deemed the acquisition an asset acquisition in as much as the acquired assets consisted primarily of the iSun brand and know-how and contained no other business processes. Amortization is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life is 10 years. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2021 | |
INVESTMENTS [Abstract] | |
INVESTMENTS | 20. INVESTMENTS Investments consist of: March 31, 2021 December 31, 2020 GreenSeed Investors, LLC $ 4,624,444 $ 4,724,444 Investment in Solar Project Partners, LLC 96,052 96,052 Investment in Gemini Electric Mobility Co. 1,500,000 - Investment in NAD Grid Corp. d/b/a AmpUp 1,000,000 - Total $ 7,220,496 $ 4,820,496 GreenSeed Investors, LLC and Solar Project Partners, LLC The Company entered into an Exchange and Subscription Agreement (the “Exchange Agreement”) dated April 22, 2020 with GreenSeed Investors, LLC, a Delaware limited liability company (“GSI”), and Solar Project Partners, LLC, a Delaware limited liability company (“SPP”). The primary purpose of GSI is to facilitate the green bond platform and provide capital for the acquisition of solar projects by SPP. The investment in GSI provides access to early stage financing to support the Company’s EPC operations while establishing a large pipeline of projects. The investment in SPP provides the Company with the opportunity to retain a long-term ownership in the completed solar projects. As such, the Company recorded the investments as long-term other assets. Pursuant to the Exchange Agreement, the Company subscribed for 500,000 Units of Class B Preferred Membership units of GSI in exchange for 200,000 shares of the Company’s Series A Preferred Stock (the “Preferred Shares”). In addition to the investment by GSI in the Preferred Shares, GSI obtained additional capital contributions which valued the Units at $10.00 per Unit. As the Company acquired 500,000 Units, the market transactions were utilized as a Level 1 fair value instruments in determining the valuation of the investment. As of April 22, 2020, the fair value of the investment in GSI was $5,000,000. Separately, the Company subscribed for and purchased 100,000 Units of SPP in exchange for the issuance by the Company of a Warrant to acquire 275,000 shares of the Company’s Common Stock at an exercise price of $15.00 per share. As of March 31, 2021, the warrant was converted to 117,376 shares of Common Stock on a cashless basis. The Exchange Agreement provides that as long as the dividend payment on the Preferred Shares in each calendar quarter is equal to the aggregate distribution with respect to the GSI Units, such payments and distributions shall be offset and neither GSI nor the Company need to make any cash payments to the other. For the three months ended March 31, 2021, the Company received a return of capital from GSI in the amount of $100,000 which offset the dividends payable of $69,663 in accordance with the operating agreement between the Company and GSI. The dividend receivable of $30,337 is included in other current assets as of March 31, 2021. The Company granted to GSI the right to repurchase up to 400,000 (in tranches of 50,000) of the Units at a valuation of $10.00 per Unit totaling $4,000,000. The Company granted to GSI registration rights with respect to the Preferred Shares, the Warrant, and the Common Stock underlying the Warrant. The GSI and SPP investments are measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in ordinary transactions for the identical or similar investment of the same issuer. As the Company does not have significant influence over operating or financial policies of GSI and SPP, the cost method of accounting for the investment was determined to be appropriate. Changes in the fair value of the investment are recorded as net appreciation in fair value of investment in the Consolidated Statements of Operations. No net appreciation or depreciation in fair value of the investments was recorded during the year ended March 31, 2021, as there were no observable price changes. Gemini and AmpUp On March 18, 2021, the Company made minority investments of $1,500,000 in Gemini Electric Mobility Co. (“Gemini”) utilizing a Simple Agreement for Future Equity. On March 18, 2021, the Company made minority investments of $1,000,000 in Nad Grid Corp (“AmpUp”) utilizing a Simple Agreement for Future Equity. The Gemini and AmpUp investments are measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in ordinary transactions for the identical or similar investment of the same issuer. These investments are minority investments intended to support electric vehicle infrastructure development. The Company has no control in these entities. Changes in the fair value of the investment are recorded as net appreciation in fair value of investment in the Consolidated Statements of Operations. At March 31, 2021, the equity investment for Gemini and AmpUp was $1,000,000 and $1,500,000, respectively. No net appreciation or depreciation in fair value of the investments was recorded during the three months ending March 31, 2021, as there were no observable price changes. |
STOCK REDEMPTION
STOCK REDEMPTION | 3 Months Ended |
Mar. 31, 2021 | |
STOCK REDEMPTION [Abstract] | |
STOCK REDEMPTION | 21. STOCK REDEMPTION On January 25, 2021, the Company purchased 34,190 shares of Common Stock from certain executives at $19.68, which was the 5-day average of the closing prices for the Common Stock as reported by the Nasdaq Capital Market for the five trading days immediately preceding January 22, 2021, for a total of approximately $674,000. Upon redemption, the shares of Common Stock were canceled. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 22. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Public Warrant Call As originally announced in the 8-K filed on March 9, 2021, the Company provided notice to the holders of its outstanding public warrants (the “Warrants”) that, pursuant to the terms of the Warrants, the Company determined to exercise its right to redeem the Warrants by paying to the holders of such Warrants the redemption price of $0.01 per warrant, with the redemption to take place on April 12, 2021 (the “Redemption Date”). Since the Company provided the redemption notice, approximately 607,142 Warrants were exercised for approximately 303,571 shares of the Company’s Common Stock. On April 12, 2021, the Company redeemed approximately 453,764 Warrants that remained outstanding on the Redemption Date, in accordance with the Public Warrant terms. Assignment Agreement On April 6, 2021, iSun Utility, LLC (“iSun Utility”), a Delaware limited liability company and wholly-owned subsidiary of Company, Adani Solar USA, Inc., a Delaware corporation (Adani”), and Oakwood Construction Services, Inc., a Delaware corporation (“Oakwood”) entered into an Assignment Agreement (the “Assignment”), pursuant to which iSun Utility will acquire all rights to the intellectual property of Oakwood and its affiliates (the “Project IP”). Oakwood is a utility-scale solar EPC company and a wholly-owned subsidiary of Adani. The Project IP includes all of the intellectual property, project references, templates, client lists, agreements, forms and processes of Adani’s U.S. solar business. Under the Assignment, iSun Utility will purchase the Project IP from Adani and Oakwood for total consideration of $2.7 million, with $1.0 million due immediately and the remaining $1.7 million contingent upon the achievement of certain milestones, as described in this paragraph. The Assignment provides that iSun Utility will acquire all membership interests in Hartsel Solar, LLC (“Hartsel”), and through this transaction iSun Utility will acquire all rights to Hartsel’s in-process solar project (the “Hartsel Project”). Upon Hartsel achieving certain milestones, iSun Utility will pay to Adani $0.7 million to secure equipment previously purchased allowing for safe harbor of the 30% ITC and an additional amount of $1.0 million for key development milestones. Purchase and Sale Agreement On April 6, 2021, Peck Electric Co., a Vermont corporation and a wholly-owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Agreement”) to sell real property known as and numbered 4090 Williston Road, South Burlington, Vermont (the “Property”), to Nedde Real Estate LLC, a Vermont limited liability company. The Company formerly used the Property for its offices but has since moved to a new location. The purchase price for the Property is $565,000 and shall be paid at Closing (as defined in the Agreement). The Agreement is also subject to certain customary contingencies to Closing. |
SUMMARY OF OPERATIONS AND SIG_2
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other period. The accompanying financial statements should be read in conjunction with the Company’s audited financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
Principles of Consolidation | b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of iSun, Inc. and its wholly owned operating subsidiaries, Peck Electric Co and iSun Energy LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Revenue Recognition | c) Revenue Recognition The majority of the Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. 1) Revenue Recognition Policy Solar Power Systems Sales and Engineering, Procurement, and Construction Services The Company recognizes revenue from the sale of solar power systems, Engineering, Procurement and Construction (“EPC”) services, and other construction type contracts over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Construction contracts, such as the sale of a solar power system combined with EPC services, are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. Our contracts often require significant services to integrate complex activities and equipment into a single deliverable, and are therefore generally accounted for as a single performance obligation, even when delivering multiple distinct services. For such services, the Company recognizes revenue using the cost to cost method, based primarily on contract cost incurred to date compared to total estimated contract cost. The cost to cost method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Cost of revenue includes an allocation of indirect costs including depreciation and amortization. Subcontractor materials, labor and equipment, are included in revenue and cost of revenue when management believes that the Company is acting as a principal rather than as an agent (i.e., the Company integrates the materials, labor and equipment into the deliverables promised to the customer). Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the customer. As of March 31, 2021 and December 31, 2020, the Company had $0 in pre-contract costs classified as a current asset under contract assets on its Consolidated Balance Sheet. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on construction contracts are typically due within 30 to 45 days of billing, depending on the contract. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. For sales of solar power systems in which the Company sells a controlling interest in the project to a customer, revenue is recognized for the consideration received when control of the underlying project is transferred to the customer. Revenue may also be recognized for the sale of a solar power system after it has been completed due to the timing of when a sales contract has been entered into with the customer. Energy Generation Revenue from net metering credits is recorded as electricity is generated from the solar arrays and billed to customers (PPA off-taker) at the price rate stated in the applicable power purchase agreement (PPA). Operation and Maintenance and Other Miscellaneous Services Revenue for time and materials contracts is recognized as the service is provided. 2) Disaggregation of Revenue from Contracts with Customers The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations for the three months ended March 31: 2021 2020 Solar Operations Performance obligations satisfied at a point in time $ — $ — Performance obligations satisfied over time $ 6,092,674 $ 3,229,844 $ 6,092,674 $ 3,229,844 Electric Operations Performance obligations satisfied at a point in time $ — — Performance obligations satisfied over time $ 889,111 $ 491,640 $ 889,111 $ 491,640 Data and Network Operations Performance obligations satisfied at a point in time $ — $ — Performance obligations satisfied over time $ 278,872 $ 263,196 $ 278,872 $ 263,196 Total Performance obligations satisfied at a point in time $ — — Performance obligations satisfied over time $ 7,260,657 $ 3,984,680 Total $ 7,260,657 $ 3,984,680 The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; award and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the Company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. 4) Remaining Performance Obligation Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. 5) Warranties The Company generally provides limited workmanship warranties up to five years for work performed under its construction contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. Historically, warranty claims have not resulted in material costs incurred, and any estimated costs for warranties are included in the individual contract cost estimates for purposes of accounting for long-term contracts. |
Concentration and Credit Risks | d) Concentration and Credit Risks The Company occasionally has cash balances in a single financial institution during the year in excess of the Federal Deposit Insurance Corporation (FDIC) limit of up to $250,000 per financial institution. The differences between book and bank balances are outstanding checks and deposits in transit. At March 31, 2021, the uninsured balances were approximately $20 million. |
Income Taxes | e) Income Taxes Through June 20, 2019 (the date of the completion of the Reverse Merger and Recapitalization between Peck Electric Co. and Jensyn Acquisition Corp, (the Company’s predecessor)) the former Peck Electric Co. had elected to be taxed as an S-Corporation under the Internal Revenue Code and similar codes in states in which the Company was subject to taxation. While this election was in effect, the income (whether distributed or not) was taxed for federal income tax purposes to former Peck Electric stockholders. Accordingly, no provision for federal income tax was required. However, the Company did calculate a proforma provision. The provision for income taxes for former Peck Electric Co. was primarily for Vermont minimum taxes. As of the date of the completion of the Reverse Merger and Recapitalization, the Company effectively became a C-Corporation, which changed the level of taxation from the stockholders to the Company. The deferred tax assets and liabilities that arise out of the change of tax status have been recorded to account for the temporary differences that existed on the date of the change resulting in a deferred tax liability of $1,506,362. At March 31, 2021 and December 31, 2020, the deferred tax liability was $824,129 and $610,558, respectively. The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The financial statements of the Company account for deferred tax assets and liabilities in accordance with Accounting Standards Codification (“ASC”) 740, Income taxes. The Company also uses a more-likely-than-not measurement for all tax positions taken or expected to be taken on a tax return in order for those tax positions to be recognized in the financial statements. If the Company were to incur interest and penalties related to income taxes, these would be included in the provision for income taxes. Generally, the three tax years previously filed remain subject to examination by federal and state tax authorities. |
Use of Estimates | f) Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates their estimates, including those related to inputs used to recognize revenue over time, goodwill, intangibles, investments, impairment on investments and valuation of deferred tax assets. Actual results could differ from those estimates. |
Deferred Finance Costs | g) Deferred Finance Costs Deferred financing costs relate to the Company’s debt and equity instruments. Deferred financing costs relating to debt instruments are amortized over the terms of the related instrument using the effective interest method. Amortization expense associated with deferred financing costs, which is included in interest expense, totaled $770 and $1,535 for the three months ended March 31, 2021 and March 31 2020, respectively. |
Fair Value of Financial Instruments | h) Fair Value of Financial Instruments The Company’s financial instruments include cash and cash equivalents, accounts receivable, cash collateral deposited with insurance carriers, deferred compensation plan liabilities, accounts payable and other current liabilities, and debt obligations. Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market-based inputs or other observable inputs; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash, accounts receivable, accounts payable and other current liabilities approximate their fair values. Management believes the carrying values of notes and other receivables, cash collateral deposited with insurance carriers, and outstanding balances on its line of credit and long-term debt approximate their fair values as these amounts are estimated using public market prices, quotes from financial institutions and other available information. |
Segment Information | i) Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment with different product offerings for financial reporting purposes, which represents the Company’s core business. |
Recently Issued Accounting Pronouncements | j) Recently Issued Accounting Pronouncements On May 03, 2021, the FASB issued Accounting Standards Update (ASU) 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options |
Inventory | k) Inventory Inventory is valued at lower of cost or net realizable value determined by the first-in, first-out method. Inventory primarily consists of solar panels and other materials. The Company reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. Inventory is presented net of an allowance of $0 at March 31, 2021 and December 31, 2020. |
Reclassification | l) Reclassification Certain reclassifications have been made to prior year’s financial statement to conform to classifications used in the current year. |
SUMMARY OF OPERATIONS AND SIG_3
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Disaggregation of Revenue | The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations for the three months ended March 31: 2021 2020 Solar Operations Performance obligations satisfied at a point in time $ — $ — Performance obligations satisfied over time $ 6,092,674 $ 3,229,844 $ 6,092,674 $ 3,229,844 Electric Operations Performance obligations satisfied at a point in time $ — — Performance obligations satisfied over time $ 889,111 $ 491,640 $ 889,111 $ 491,640 Data and Network Operations Performance obligations satisfied at a point in time $ — $ — Performance obligations satisfied over time $ 278,872 $ 263,196 $ 278,872 $ 263,196 Total Performance obligations satisfied at a point in time $ — — Performance obligations satisfied over time $ 7,260,657 $ 3,984,680 Total $ 7,260,657 $ 3,984,680 |
RESTATEMENT OF FINANCIAL STAT_2
RESTATEMENT OF FINANCIAL STATEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
RESTATEMENT OF FINANCIAL STATEMENTS [Abstract] | |
Impact of Restatement of Financial Statements | The impact of the restatement on the Condensed Consolidated Balance Sheet as of December 31, 2020 included in this filing is presented below. As Previously Reported Adjustments As Restated Balance sheet as of December 31, 2020 (audited) Warrant Liability $ - $ 1,124,411 $ 1,124,411 Additional Paid-in Capital 5,682,139 (3,104,780 ) 2,577,359 Retained Earnings 3,323,992 1,980,369 5,304,361 The impact of the restatement on the Condensed Consolidated Statement of Operations for the three months ended March 31, 2020 included in this filing is presented below. As Previously Reported Adjustments As Restated Statement of Operations for the three months ended March 31, 2020 (unaudited) Change in fair value of the warrant liability $ - $ (357,605 ) $ (357,605 ) Net loss (432,632 ) (357,605 ) (790,237 ) Net loss per common share (0.08 ) (0.07 ) (0.15 ) The impact of the restatement on the Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2020 included in this filing is presented below. As Previously Adjustments As Restated Statement of Cash Flows for the three months ended March 31, 2020 (unaudited) Net Loss $ (432,632 ) $ (357,605 ) $ (790,237 ) Change in fair value of the warrant liability - 357,605 357,605 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
ACCOUNTS RECEIVABLE [Abstract] | |
Accounts Receivable | Accounts receivable consist of: March 31, 2021 December 31, 2020 Accounts receivable - contracts in progress $ 7,410,103 $ 6,206,760 Accounts receivable - retainage 116,537 93,197 7,526,640 6,299,957 Allowance for doubtful accounts (84,000 ) (84,000 ) Total $ 7,442,640 $ 6,215,957 |
Contract Assets and Liabilities | Contract assets were as follows at March 31, 2021 and 2020: March 31, 2021 December 31, 2020 Costs in excess of billings $ 958,720 $ 216,261 Unbilled receivables, included in costs in excess of billings 1,642,962 1,138,341 2,601,682 1,354,602 Retainage 116,537 93,197 $ 2,718,219 $ 1,447,799 Contract liabilities were as follows at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Billings in excess of costs $ 1,561,829 $ 1,140,125 |
CONTRACTS IN PROGRESS (Tables)
CONTRACTS IN PROGRESS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
CONTRACTS IN PROGRESS [Abstract] | |
Contracts in Progress | Information with respect to contracts in progress are as follows: March 31, 2021 December 31, 2020 Expenditures to date on uncompleted contracts $ 4,222,606 $ 7,764,622 Estimated earnings thereon 1,242,219 2,178,868 5,464,825 9,943,490 Less billings to date (6,067,934 ) (10,867,354 ) (603,109 ) (923,864 ) Plus under billings remaining on contracts 100% complete 1,642,962 1,138,341 Total $ 1,039,853 $ 214,477 Included in accompany balance sheets under the following captions: March 31, 2021 December 31, 2020 Cost and estimated earnings in excess of billings $ 2,601,682 $ 1,354,602 Billings in excess of costs and estimated earnings on uncompleted contracts (1,561,829 ) (1,140,125 ) $ 1,039,853 $ 214,477 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
LONG-TERM DEBT [Abstract] | |
Summary of Long-term Debt | A summary of long-term debt is as follows: March 31, 2021 December 31, 2020 NBT Bank, National Association, 4.25% interest rate, secured by all business assets, payable in monthly installments of $5,869 through September 2026, with a balloon payment at maturity. $ 672,887 $ 683,268 NBT Bank, National Association, repaid in January 2021. - 12,050 NBT Bank, National Association, 4.20% interest rate, secured by building, payable in monthly installments of $3,293 through September 2026, with a balloon payment at maturity. 238,817 246,135 NBT Bank, National Association, 4.15% interest rate, secured by all business assets, payable in monthly installments of $3,677 through April 2026. 201,600 210,475 NBT Bank, National Association, 4.20% interest rate, secured by all business assets, payable in monthly installments of $5,598 through October 2026, with a balloon payment at maturity. 414,270 426,624 NBT Bank, National Association, 4.85% interest rate, secured by a piece of equipment, payable in monthly installments of $2,932 including interest, through May 2023. 72,145 80,001 Various vehicle loans, interest ranging from 0% to 6.99%, total current monthly installments of approximately $8,150, secured by vehicles, with varying terms through September 2025. 271,616 294,799 March 31, 2021 December 31, 2020 National Bank of Middlebury, 3.95% interest rate for the initial 5 years, after which the loan rate will adjust equal to the Federal Home Loan Bank of Boston 5/10 – year Advance Rate plus 2.75%, loan is subject to a floor rate of 3.95%, secured by solar panels and related equipment, payable in monthly installments of $2,388 including interest, through December 2024. 67,110 73,467 1,938,445 2,026,819 Less current portion (296,484 ) (308,394 ) 1,641,961 1,718,425 Less debt issuance costs (16,160 ) (16,930 ) Long-term debt $ 1,625,801 $ 1,701,495 |
Maturities of Long-term Debt | Maturities of long-term debt are as follows: Year ending December 31: Amount Remainder of 2021 $ 220,020 2022 305,857 2023 265,765 2024 222,606 2025 209,858 2026 and thereafter 714,339 $ 1,938,445 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Future Minimum Lease Payments | Future minimum lease payments required under all of the non-cancelable operating leases are as follows: Years ending December 31: Amount Remainder of 2021 $ 101,148 2022 145,561 2023 147,903 2024 150,291 2025 152,310 Thereafter 1,070,016 $ 1,767,229 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value Measurement Inputs | The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below: Input Mark-to-Market Measurement at March 31, 2020 Mark-to-Market Measurement at December 31, 2020 Risk-free rate 0.412 % 0.214 % Remaining term in years 3.22 3.47 Expected volatility 84.9 % 81.0 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 13.35 $ 5.95 |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement as of March 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ 1,113,951 $ 1,113,951 $ - $ - Private Warrants 272,428 - - 272,428 Fair Value Measurement as of December 31, 2020 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ 773,956 $ 773,956 $ - $ - Private Warrants 350,455 - - 350,455 |
Roll Forward of Level 3 Instruments | The following is a roll forward of the Company’s Level 3 instruments: Balance, January 1, 2021 $ 1,124,411 Fair value adjustment – Warrant liability 261,968 Balance, March 31, 2021 $ 1,386,379 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
WARRANTS [Abstract] | |
Warrants | Number of Warrants Outstanding, beginning January 1, 2021 4,163,926 Granted - Exercised 3,033,876 Redeemed - Outstanding, ending March 31, 2021 1,130,050 |
UNION ASSESSMENTS (Tables)
UNION ASSESSMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
UNION ASSESSMENTS [Abstract] | |
Union Assessments | During the three months ended March 31, 2021 and 2020, the Company incurred the following union assessments. March 31, 2021 March 31, 2020 Pension fund $ 118,434 $ 73,170 Welfare fund 343,371 214,028 National employees benefit fund 33,680 20,519 Joint apprenticeship and training committee 19,630 2,841 401(k) matching 20,998 - Total $ 536,113 $ 310,558 |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
PROVISION FOR INCOME TAXES [Abstract] | |
Provision for Income Taxes | The provision for income taxes for the year ended December 31, 2020 and 2019 consists of the following: March 31, 2021 March 31, 2020 Current Federal $ — $ — State 750 750 Total Current 750 750 Deferred Federal 161,825 (108,437 ) State 51,746 (34,624 ) Total Deferred $ 213,571 (143,061 ) Provision (benefit) for Income Taxes $ 214,321 $ (142,311 ) |
Deferred Tax Assets and Liabilities | The Company’s total deferred tax assets and liabilities at March 31, 2021 and December 31, 2020 are as follows: March 31, 2021 December 31, 2020 Deferred tax assets (liabilities) Accruals and reserves $ 23,758 $ 23,758 Net operating loss 1,751,269 812,996 Total deferred tax assets 1,775,027 836,754 Property and equipment (2,255,689 ) (1,447,312 ) Stock-based compensation (343,467 ) - Total deferred tax liabilities (2,599,156 ) (1,447,312 ) Net deferred tax asset (liabilities) $ (824,129 ) $ (610,558 ) |
Statutory to Effective Tax Rate Reconciliation | Reconciliation between the effective tax on income from operations and the statutory tax rate is as follows: March 31, 2021 March 31, 2020 Income tax expense at federal statutory rate $ (608,792 ) $ (193,106 ) Permanent differences 183,790 111,438 Non-deductible goodwill and other intangible 833,399 - State and local taxes net of federal benefit (194,076 ) (60,643 ) Income tax (benefit) expense $ 214,321 $ (142,311 ) |
CAPTIVE INSURANCE (Tables)
CAPTIVE INSURANCE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
CAPTIVE INSURANCE [Abstract] | |
Captive Insurance | Summary financial information on NCL as of September 30, 2020 is: Total assets $ 96,020,037 Total liabilities $ 46,176,680 Comprehensive income $ 8,820,830 NCL’s fiscal year end is September 30, 2020. March 31, 2021 December 31, 2020 Investment in NCL Capital $ 36,000 $ 36,000 Cash security 194,167 158,785 Investment income in excess of losses (incurred and reserves) 3,320 3,320 Total deferred tax assets $ 233,487 $ 198,105 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
Related Party Transactions | The amounts below include amounts due to/from stockholders as of December 31, 2020 and December 31, 2019: March 31, 2021 December 31, 2020 Due to stockholders consists of unsecured notes to stockholders with interest at the mid-term AFR rate (2.08% at March 31, 2021). $ 52,170 $ 24,315 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
EARNINGS (LOSS) PER SHARE [Abstract] | |
Potential Share Issuances Excluded from Computation of Earnings (loss) Per Share | The Company has contingent share arrangements and warrants with the potential issuance of additional shares of Common Stock from these arrangements were excluded from the diluted EPS calculation because the prevailing market and operating conditions at the present time do not indicate that any additional shares of Common Stock will be issued. These instruments could result in dilution in future periods. Three Months Ended March 31, 2021 2020 Earnout provision, includes new shares of Common Stock that may be issued to former Peck Electric Co. shareholders — 898,473 Earnout provision, includes new shares of Common Stock that may be issued to Exit Strategy — 11,231 Earnout provision, including new shares of Common Stock that may be issued to holders of forfeited and canceled shares — 257,799 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 Warrants to purchase Common Stock, from Jensyn’s IPO 565,025 2,292,250 Unvested restricted stock awards 161,470 - |
RESTRICTED STOCK AND STOCK OP_2
RESTRICTED STOCK AND STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
RESTRICTED STOCK AND STOCK OPTIONS [Abstract] | |
Stock Options | Three Months Ended March 31, 2021 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2021 - $ - Granted 302,000 $ 1.49 Exercised 100,667 $ 1.49 Outstanding, ending March 31, 2021 201,333 $ 1.49 Exercisable at March 31, 2021 - $ - |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
INVESTMENTS [Abstract] | |
Investments | Investments consist of: March 31, 2021 December 31, 2020 GreenSeed Investors, LLC $ 4,624,444 $ 4,724,444 Investment in Solar Project Partners, LLC 96,052 96,052 Investment in Gemini Electric Mobility Co. 1,500,000 - Investment in NAD Grid Corp. d/b/a AmpUp 1,000,000 - Total $ 7,220,496 $ 4,820,496 |
SUMMARY OF OPERATIONS AND SIG_4
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Revenue Recognition (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |||
Pre-contract costs | $ 0 | $ 0 | |
Revenue | $ 7,260,657 | $ 3,984,680 | |
Minimum [Member] | |||
Revenue Recognition [Abstract] | |||
Payment period on construction contracts | 30 days | ||
Maximum [Member] | |||
Revenue Recognition [Abstract] | |||
Payment period on construction contracts | 45 days | ||
Workmanship warranties period | 5 years | ||
Performance Obligations Satisfied at a Point in Time [Member] | |||
Revenue Recognition [Abstract] | |||
Revenue | $ 0 | 0 | |
Performance Obligations Satisfied Over Time [Member] | |||
Revenue Recognition [Abstract] | |||
Revenue | 7,260,657 | 3,984,680 | |
Solar Operations [Member] | |||
Revenue Recognition [Abstract] | |||
Revenue | 6,093,674 | 3,229,844 | |
Solar Operations [Member] | Performance Obligations Satisfied at a Point in Time [Member] | |||
Revenue Recognition [Abstract] | |||
Revenue | 0 | 0 | |
Solar Operations [Member] | Performance Obligations Satisfied Over Time [Member] | |||
Revenue Recognition [Abstract] | |||
Revenue | 6,093,674 | 3,229,844 | |
Electric Operations [Member] | |||
Revenue Recognition [Abstract] | |||
Revenue | 889,111 | 491,640 | |
Electric Operations [Member] | Performance Obligations Satisfied at a Point in Time [Member] | |||
Revenue Recognition [Abstract] | |||
Revenue | 0 | 0 | |
Electric Operations [Member] | Performance Obligations Satisfied Over Time [Member] | |||
Revenue Recognition [Abstract] | |||
Revenue | 889,111 | 491,640 | |
Data and Network Operations [Member] | |||
Revenue Recognition [Abstract] | |||
Revenue | 278,872 | 263,196 | |
Data and Network Operations [Member] | Performance Obligations Satisfied at a Point in Time [Member] | |||
Revenue Recognition [Abstract] | |||
Revenue | 0 | 0 | |
Data and Network Operations [Member] | Performance Obligations Satisfied Over Time [Member] | |||
Revenue Recognition [Abstract] | |||
Revenue | $ 278,872 | $ 263,196 |
SUMMARY OF OPERATIONS AND SIG_5
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Concentration and Credit Risks (Details) $ in Millions | Mar. 31, 2021USD ($) |
Concentration and Credit Risks [Abstract] | |
Uninsured cash balances | $ 20 |
SUMMARY OF OPERATIONS AND SIG_6
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 20, 2019 |
Income Taxes [Abstract] | ||||
Deferred tax liability | $ 824,129 | $ 610,558 | $ 1,098,481 | $ 1,506,362 |
SUMMARY OF OPERATIONS AND SIG_7
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Deferred Finance Costs (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Deferred Finance Costs [Abstract] | ||
Amortization expense | $ 770 | $ 1,535 |
SUMMARY OF OPERATIONS AND SIG_8
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Segment Information (Details) | 3 Months Ended |
Mar. 31, 2021Segment | |
Segment Information [Abstract] | |
Number of reportable segments | 1 |
SUMMARY OF OPERATIONS AND SIG_9
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Inventory (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory [Abstract] | ||
Inventory allowance | $ 0 | $ 0 |
RESTATEMENT OF FINANCIAL STAT_3
RESTATEMENT OF FINANCIAL STATEMENTS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Balance Sheet [Abstract] | |||
Warrant liability | $ 1,386,379 | $ 1,124,411 | |
Additional paid-in capital | 33,076,459 | 2,577,359 | |
Retained earnings | 2,121,365 | 5,304,361 | |
Statement of Operations [Abstract] | |||
Change in fair value of the warrant liability | (261,968) | $ (357,605) | |
Net loss | $ (3,113,333) | $ (790,237) | |
Net loss per common share-Basic (in dollars per share) | $ (0.41) | $ (0.15) | |
Net loss per common share-Diluted (in dollars per share) | $ (0.41) | $ (0.15) | |
Statement of Cash Flows [Abstract] | |||
Net loss | $ (3,113,333) | $ (790,237) | |
Change in fair value of warrant liabilities | $ 261,968 | 357,605 | |
As Previously Reported [Member] | |||
Balance Sheet [Abstract] | |||
Warrant liability | 0 | ||
Additional paid-in capital | 5,682,139 | ||
Retained earnings | 3,323,992 | ||
Statement of Operations [Abstract] | |||
Change in fair value of the warrant liability | 0 | ||
Net loss | $ (432,632) | ||
Net loss per common share-Basic (in dollars per share) | $ (0.08) | ||
Net loss per common share-Diluted (in dollars per share) | $ (0.08) | ||
Statement of Cash Flows [Abstract] | |||
Net loss | $ (432,632) | ||
Change in fair value of warrant liabilities | 0 | ||
Accounting for Warrants [Member] | Adjustments [Member] | |||
Balance Sheet [Abstract] | |||
Warrant liability | 1,124,411 | ||
Additional paid-in capital | (3,104,780) | ||
Retained earnings | $ 1,980,369 | ||
Statement of Operations [Abstract] | |||
Change in fair value of the warrant liability | (357,605) | ||
Net loss | $ (357,605) | ||
Net loss per common share-Basic (in dollars per share) | $ (0.07) | ||
Net loss per common share-Diluted (in dollars per share) | $ (0.07) | ||
Statement of Cash Flows [Abstract] | |||
Net loss | $ (357,605) | ||
Change in fair value of warrant liabilities | $ 357,605 |
LIQUIDITY AND FINANCIAL CONDI_2
LIQUIDITY AND FINANCIAL CONDITION (Details) | Jan. 08, 2021USD ($)Investor$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Liquidity and Financial Condition [Abstract] | ||||
Cash | $ 20,206,778 | $ 699,154 | ||
Working capital | 22,500,000 | |||
Operating cash flow utilized | $ (5,388,043) | $ (1,993,300) | ||
Number of institutional investors entering into Securities Purchase Agreement | Investor | 2 | |||
Shares issued (in shares) | shares | 840,000 | |||
Purchase price (in dollars per share) | $ / shares | $ 12.50 | |||
Gross proceeds from registered direct offering | $ 10,500,000 | |||
Available amount under shelf registration | 39,500,000 | |||
Maximum [Member] | ||||
Liquidity and Financial Condition [Abstract] | ||||
Registration Statement | $ 50,000,000 |
ACCOUNTS RECEIVABLE, Accounts R
ACCOUNTS RECEIVABLE, Accounts Receivable (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounts Receivable [Abstract] | |||
Accounts receivable | $ 7,526,640 | $ 6,299,957 | |
Allowance for doubtful accounts | (84,000) | (84,000) | |
Total | 7,442,640 | 6,215,957 | |
Bad debt expense | 0 | $ 164,292 | |
Contracts in Progress [Member] | |||
Accounts Receivable [Abstract] | |||
Accounts receivable | 7,410,103 | 6,206,760 | |
Retainage [Member] | |||
Accounts Receivable [Abstract] | |||
Accounts receivable | $ 116,537 | $ 93,197 |
ACCOUNTS RECEIVABLE, Contract A
ACCOUNTS RECEIVABLE, Contract Assets and Contract Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Contract Assets [Abstract] | ||
Costs in excess of billings | $ 958,720 | $ 216,261 |
Unbilled receivables, included in costs in excess of billings | 1,642,962 | 1,138,341 |
Costs and estimated earnings in excess of billings | 2,601,682 | 1,354,602 |
Retainage | 116,537 | 93,197 |
Contract assets | 2,718,219 | 1,447,799 |
Contract Liabilities [Abstract] | ||
Billings in excess of costs | $ 1,561,829 | $ 1,140,125 |
CONTRACTS IN PROGRESS (Details)
CONTRACTS IN PROGRESS (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Contracts in Progress [Abstract] | ||
Contract costs | $ 5,464,825 | $ 9,943,490 |
Less billings to date | (6,067,934) | (10,867,354) |
Contract costs, net of billings | (603,109) | (923,864) |
Plus under billings remaining on contracts 100% complete | 1,642,962 | 1,138,341 |
Total | 1,039,853 | 214,477 |
Contracts in Progress, Net [Abstract] | ||
Cost and estimated earnings in excess of billings | 2,601,682 | 1,354,602 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (1,561,829) | (1,140,125) |
Total | 1,039,853 | 214,477 |
Expenditures on Uncompleted Contracts [Member] | ||
Contracts in Progress [Abstract] | ||
Contract costs | 4,222,606 | 7,764,622 |
Earnings on Uncompleted Contracts [Member] | ||
Contracts in Progress [Abstract] | ||
Contract costs | $ 1,242,219 | $ 2,178,868 |
LONG-TERM DEBT, Summary of Long
LONG-TERM DEBT, Summary of Long-term Debt (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Long-Term Debt [Abstract] | ||
Long-term debt | $ 1,938,445 | $ 2,026,819 |
Less current portion | (296,484) | (308,394) |
Long-term debt, including debt issuance costs | 1,641,961 | 1,718,425 |
Less debt issuance costs | (16,160) | (16,930) |
Long-term debt | 1,625,801 | 1,701,495 |
NBT Bank, 4.25% Interest Rate [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 672,887 | 683,268 |
Interest rate | 4.25% | |
Frequency of payment | monthly | |
Installment payment | $ 5,869 | |
NBT Bank [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | 0 | 12,050 |
NBT Bank, 4.20% Interest Rate [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 238,817 | 246,135 |
Interest rate | 4.20% | |
Frequency of payment | monthly | |
Installment payment | $ 3,293 | |
NBT Bank, 4.15% Interest Rate [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 201,600 | 210,475 |
Interest rate | 4.15% | |
Frequency of payment | monthly | |
Installment payment | $ 3,677 | |
NBT Bank, 4.20% Interest Rate [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 414,270 | 426,624 |
Interest rate | 4.20% | |
Frequency of payment | monthly | |
Installment payment | $ 5,598 | |
NBT Bank, 4.85% Interest Rate [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 72,145 | 80,001 |
Interest rate | 4.85% | |
Frequency of payment | monthly | |
Installment payment | $ 2,932 | |
Various Vehicle Loans [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 271,616 | 294,799 |
Frequency of payment | monthly | |
Installment payment | $ 8,150 | |
Various Vehicle Loans [Member] | Minimum [Member] | ||
Long-Term Debt [Abstract] | ||
Interest rate | 0.00% | |
Various Vehicle Loans [Member] | Maximum [Member] | ||
Long-Term Debt [Abstract] | ||
Interest rate | 6.99% | |
National Bank of Middlebury [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 67,110 | $ 73,467 |
Term for payment of fixed interest rate | 5 years | |
Term for payment of variable interest rate | 10 years | |
Floor interest rate | 3.95% | |
Frequency of payment | monthly | |
Installment payment | $ 2,388 | |
National Bank of Middlebury [Member] | Federal Home Loan Bank of Boston [Member] | ||
Long-Term Debt [Abstract] | ||
Basis spread on variable rate | 2.75% |
LONG-TERM DEBT, Maturities of L
LONG-TERM DEBT, Maturities of Long-term Debt (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Maturities of Long-term Debt [Abstract] | ||
Remainder of 2021 | $ 220,020 | |
2022 | 305,857 | |
2023 | 265,765 | |
2024 | 222,606 | |
2025 | 209,858 | |
2026 and thereafter | 714,339 | |
Total | $ 1,938,445 | $ 2,026,819 |
LINE OF CREDIT (Details)
LINE OF CREDIT (Details) | 3 Months Ended | |
Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Line of Credit Facility [Abstract] | ||
Line of credit | $ 3,682,818 | $ 2,482,127 |
NBT Bank Working Capital Line of Credit [Member] | ||
Line of Credit Facility [Abstract] | ||
Maximum borrowing capacity | 6,000,000 | |
Line of credit | $ 3,682,818 | $ 2,482,127 |
Eligible accounts receivable on which borrowings are based | 80.00% | |
NBT Bank Working Capital Line of Credit [Member] | Minimum [Member] | ||
Line of Credit Facility [Abstract] | ||
Debt service coverage ratio | 1.20 | |
NBT Bank Working Capital Line of Credit [Member] | Prime Rate [Member] | ||
Line of Credit Facility [Abstract] | ||
Interest rate | 3.25% |
COMMITMENTS AND CONTINGENCIES,
COMMITMENTS AND CONTINGENCIES, Operating Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
Rent expense | $ 61,215 | $ 62,021 |
Rent expense under short-term agreements | $ 97,639 | $ 87,626 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES, Future Minimum Lease Payments (Details) | Mar. 31, 2021USD ($) |
Future Minimum Lease Payments [Abstract] | |
Remainder of 2021 | $ 101,148 |
2022 | 145,561 |
2023 | 147,903 |
2024 | 150,291 |
2025 | 152,310 |
Thereafter | 1,070,016 |
Total future minimum lease payments | $ 1,767,229 |
FAIR VALUE MEASUREMENTS, Fair V
FAIR VALUE MEASUREMENTS, Fair Value Measurement Inputs (Details) - Private Warrants [Member] | Mar. 31, 2021$ / shares | Dec. 31, 2020$ / shares |
Fair Value Measurements [Abstract] | ||
Remaining term in years | 3 years 2 months 19 days | 3 years 5 months 19 days |
Risk-free Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.00412 | 0.00214 |
Expected Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.849 | 0.810 |
Exercise Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | 11.50 |
Fair Value of Common Stock [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 13.35 | 5.95 |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant Liabilities | $ 1,113,951 | $ 773,956 |
Public Warrants [Member] | Level 1 [Member] | ||
Liabilities [Abstract] | ||
Warrant Liabilities | 1,113,951 | 773,956 |
Public Warrants [Member] | Level 2 [Member] | ||
Liabilities [Abstract] | ||
Warrant Liabilities | 0 | 0 |
Public Warrants [Member] | Level 3 [Member] | ||
Liabilities [Abstract] | ||
Warrant Liabilities | 0 | 0 |
Private Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant Liabilities | 272,428 | 350,455 |
Private Warrants [Member] | Level 1 [Member] | ||
Liabilities [Abstract] | ||
Warrant Liabilities | 0 | 0 |
Private Warrants [Member] | Level 2 [Member] | ||
Liabilities [Abstract] | ||
Warrant Liabilities | 0 | 0 |
Private Warrants [Member] | Level 3 [Member] | ||
Liabilities [Abstract] | ||
Warrant Liabilities | $ 272,428 | $ 350,455 |
FAIR VALUE MEASUREMENTS, Roll F
FAIR VALUE MEASUREMENTS, Roll Forward of Level 3 Instruments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Unobservable Input Reconciliation [Roll Forward] | ||
Fair value adjustment | $ (261,968) | $ (357,605) |
Warrant Liability [Member] | ||
Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 1,124,411 | |
Fair value adjustment | 261,968 | |
Ending balance | $ 1,386,379 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
WARRANTS [Abstract] | ||
Shares issued upon exercise of warrants (in shares) | 1,516,938 | |
Proceeds from exercise of warrants | $ 17,444,487 | $ 0 |
Number of Warrants [Abstract] | ||
Outstanding, beginning (in shares) | 4,163,926 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 3,033,876 | |
Redeemed (in shares) | 0 | |
Outstanding, ending (in shares) | 1,130,050 |
UNION ASSESSMENTS (Details)
UNION ASSESSMENTS (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Union Assessments [Abstract] | ||
Union assessments incurred | $ 536,113 | $ 310,558 |
Pension Fund [Member] | ||
Union Assessments [Abstract] | ||
Union assessments incurred | 118,434 | 73,170 |
Welfare Fund [Member] | ||
Union Assessments [Abstract] | ||
Union assessments incurred | 343,371 | 214,028 |
National Employees Benefit Fund [Member] | ||
Union Assessments [Abstract] | ||
Union assessments incurred | 33,680 | 20,519 |
Joint Apprenticeship and Training Committee [Member] | ||
Union Assessments [Abstract] | ||
Union assessments incurred | 19,630 | 2,841 |
401(k) Matching [Member] | ||
Union Assessments [Abstract] | ||
Union assessments incurred | $ 20,998 | $ 0 |
PROVISION FOR INCOME TAXES, Pro
PROVISION FOR INCOME TAXES, Provision for Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 20, 2019 | |
PROVISION FOR INCOME TAXES [Abstract] | |||||
Deferred tax liability | $ 824,129 | $ 610,558 | $ 1,098,481 | $ 1,506,362 | |
Current [Abstract] | |||||
Federal | 0 | $ 0 | |||
State | 750 | 750 | |||
Total current | 750 | 750 | |||
Deferred [Abstract] | |||||
Federal | 161,825 | (108,437) | |||
State | 51,746 | (34,624) | |||
Total deferred | 213,571 | (143,061) | $ (487,923) | $ 1,098,481 | |
Provision (benefit) for Income Taxes | $ 214,321 | $ (142,311) |
PROVISION FOR INCOME TAXES, Def
PROVISION FOR INCOME TAXES, Deferred Tax Assets and Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 20, 2019 | |
Deferred Tax Assets (Liabilities) [Abstract] | ||||
Accruals and reserves | $ 23,758 | $ 23,758 | ||
Net operating loss | 1,751,269 | 812,996 | ||
Total deferred tax assets | 1,775,027 | 836,754 | ||
Property and equipment | (2,255,689) | (1,447,312) | ||
Stock-based compensation | (343,467) | 0 | ||
Total deferred tax liabilities | (2,599,156) | (1,447,312) | ||
Net deferred tax asset (liabilities) | (824,129) | (610,558) | $ (1,098,481) | $ (1,506,362) |
Income Tax Uncertainties [Abstract] | ||||
Uncertain tax positions | 0 | 0 | ||
Interest and penalties related to income taxes | $ 0 | $ 0 | ||
Time period tax years previously filed remain subject to examination | 3 years |
PROVISION FOR INCOME TAXES, Sta
PROVISION FOR INCOME TAXES, Statutory to Effective Tax Rate Reconciliation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statutory to Effective Tax Rate Reconciliation [Abstract] | ||
Income tax expense at federal statutory rate | $ (469,779) | $ (120,738) |
Permanent differences | 326 | 12,328 |
Non-deductible goodwill and other intangible | 833,399 | 0 |
State and local taxes net of federal benefit | (149,625) | (33,901) |
Provision (benefit) for Income Taxes | $ 214,321 | $ (142,311) |
CAPTIVE INSURANCE (Details)
CAPTIVE INSURANCE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Captive Insurance [Abstract] | |||
Premiums paid | $ 189,958 | $ 189,337 | |
Summary Financial Information [Abstract] | |||
Total assets | $ 48,602,764 | 19,623,077 | |
Total liabilities | 13,404,062 | 11,740,806 | |
Investment in NCL [Abstract] | |||
Total deferred tax assets | 233,487 | 198,105 | |
NCL [Member] | |||
Captive Insurance [Abstract] | |||
Capital investment | 36,000 | ||
Redeemable preference shares | 35,900 | ||
Common shares | 100 | ||
Summary Financial Information [Abstract] | |||
Total assets | 96,020,037 | ||
Total liabilities | 46,176,680 | ||
Comprehensive income | 8,820,830 | ||
Investment in NCL [Abstract] | |||
Capital | 36,000 | 36,000 | |
Cash security | 194,167 | 158,785 | |
Investment income in excess of losses (incurred and reserves) | 3,320 | 3,320 | |
Total deferred tax assets | 233,487 | $ 198,105 | |
NCL [Member] | Fund A [Member] | |||
Captive Insurance [Abstract] | |||
Loss layer | 100,000 | ||
NCL [Member] | Fund B [Member] | Maximum [Member] | |||
Captive Insurance [Abstract] | |||
Loss layer | $ 300,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2018 | Dec. 31, 2014 | Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||||
Due to stockholders | $ 52,170 | $ 24,315 | ||
Majority Stockholders [Member] | ||||
Related Party Transactions [Abstract] | ||||
Proceeds from related party | $ 400,000 | |||
Majority Stockholders [Member] | Advance for Stock Purchase [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction amount | $ 250,000 | |||
Majority Stockholders [Member] | Loan to Help with Cash Flow Needs [Member] | ||||
Related Party Transactions [Abstract] | ||||
Due to stockholders | 90,552 | 286,964 | ||
Stockholders [Member] | Buyout of Minority Stockholder [Member] | ||||
Related Party Transactions [Abstract] | ||||
Due to stockholders | 29,404 | 602,463 | ||
Stockholders [Member] | Distribution for Taxes [Member] | ||||
Related Party Transactions [Abstract] | ||||
Due to stockholders | 6,622 | 6,622 | ||
Stockholders [Member] | Unsecured Notes [Member] | ||||
Related Party Transactions [Abstract] | ||||
Due to stockholders | $ 52,170 | 24,315 | ||
Mid-term AFR rate | 2.08% | |||
Minority Stockholder [Member] | Sale of Building [Member] | ||||
Related Party Transactions [Abstract] | ||||
Due to stockholders | $ 57,400 | $ 73,000 |
DEFERRED COMPENSATION PLAN (Det
DEFERRED COMPENSATION PLAN (Details) - Minority Stockholder [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | |
Deferred Compensation Plan [Abstract] | ||
Minimum commitment for future compensation | $ 155,000 | |
Net present value of future compensation | $ 82,841 | |
Solar management fee | 24.50% |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnout Provision, Includes New Shares of Common Stock That May be Issued [Member] | Peck Electric Co. [Member] | ||
Earnings (Loss) per Share [Abstract] | ||
Antidilutive securities excluded from EPS calculation (in shares) | 0 | 898,473 |
Earnout Provision, Includes New Shares of Common Stock That May be Issued [Member] | Exit Strategy Partners, LLC [Member] | ||
Earnings (Loss) per Share [Abstract] | ||
Antidilutive securities excluded from EPS calculation (in shares) | 0 | 11,231 |
Earnout Provision, Including New Shares of Common Stock That May be Issued to Holders of Forfeited and Canceled Shares [Member] | ||
Earnings (Loss) per Share [Abstract] | ||
Antidilutive securities excluded from EPS calculation (in shares) | 0 | 257,799 |
Option to Purchase Common Stock, from Jensyn's IPO [Member] | Jensyn [Member] | ||
Earnings (Loss) per Share [Abstract] | ||
Antidilutive securities excluded from EPS calculation (in shares) | 429,000 | 429,000 |
Warrants to Purchase Common Stock, from Jensyn's IPO [Member] | Jensyn [Member] | ||
Earnings (Loss) per Share [Abstract] | ||
Antidilutive securities excluded from EPS calculation (in shares) | 565,025 | 2,292,250 |
Unvested Restricted Stock Awards [Member] | ||
Earnings (Loss) per Share [Abstract] | ||
Antidilutive securities excluded from EPS calculation (in shares) | 161,470 | 0 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) - USD ($) | Apr. 22, 2020 | Mar. 31, 2021 | Jan. 25, 2021 | Dec. 31, 2020 |
Preferred Stock [Abstract] | ||||
Preferred stock, shares designated (in shares) | 200,000 | 200,000 | ||
Number of shares of common stock received upon conversion (in shares) | 1.85185 | |||
Share price (in dollars per share) | $ 15 | $ 19.68 | ||
Threshold trading days for conversion | 20 days | |||
Threshold consecutive trading days for conversion | 30 days | |||
Dividend rate (in dollars per share) | $ 2 | |||
Liquidation price per share (in dollars per share) | 25 | |||
Redemption price per share (in dollars per share) | $ 27.50 | |||
Conversion of Preferred shares (in shares) | 370,370 | |||
Series A Preferred Stock [Member] | ||||
Preferred Stock [Abstract] | ||||
Shares issued pursuant to Exchange Agreement (in shares) | 200,000 | |||
GSI [Member] | ||||
Preferred Stock [Abstract] | ||||
Warrants exercise price (in dollars per share) | $ 15 | |||
GSI [Member] | Minimum [Member] | ||||
Preferred Stock [Abstract] | ||||
Number of Units that can be repurchased (in shares) | 50,000 | |||
GSI [Member] | Class B Preferred Membership Units [Member] | ||||
Preferred Stock [Abstract] | ||||
Number of Units subscribed for pursuant to Exchange Agreement (in shares) | 500,000 | |||
Units that can be repurchased | $ 4,000,000 | |||
GSI [Member] | Class B Preferred Membership Units [Member] | Maximum [Member] | ||||
Preferred Stock [Abstract] | ||||
Number of Units that can be repurchased (in shares) | 400,000 | |||
SPP [Member] | ||||
Preferred Stock [Abstract] | ||||
Number of Units subscribed for pursuant to Exchange Agreement (in shares) | 100,000 | |||
Number of shares issued upon exercise of warrants (in shares) | 275,000 | |||
Warrants exercise price (in dollars per share) | $ 15 |
RESTRICTED STOCK AND STOCK OP_3
RESTRICTED STOCK AND STOCK OPTIONS, Options (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Weighted Average Exercise Price [Abstract] | ||
Option to purchase Common Stock, from Jensyn's IPO (in shares) | 429,000 | |
Proceeds from option exercised | $ 149,993 | $ 0 |
Stock Options [Member] | ||
Options [Abstract] | ||
Number of shares available for grant (in shares) | 201,333 | |
Period to exercise from date of grant | 5 years | |
Fair value | $ 1,700,000 | |
Volatility | 187.94% | |
Term | 2 years | |
Risk free rate | 0.13% | |
Dividend yield | 0.00% | |
Number of Options [Roll Forward] | ||
Outstanding (in shares) | 0 | |
Granted (in shares) | 302,000 | |
Exercised (in shares) | 100,667 | |
Outstanding (in shares) | 201,333 | |
Exercisable (in shares) | 0 | |
Weighted Average Exercise Price [Abstract] | ||
Granted (in dollars per share) | $ 1.49 | |
Exercised (in dollars per share) | 1.49 | |
Outstanding (in dollars per share) | $ 1.49 | |
Stock-based compensation expense | $ 1,000,000 | $ 0 |
Unamortized stock-based compensation expense | 1,000,000 | |
Proceeds from option exercised | $ 100,000 |
RESTRICTED STOCK AND STOCK OP_4
RESTRICTED STOCK AND STOCK OPTIONS, Restricted Stock Grant to Executives (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Feb. 25, 2021 | |
Equity Incentive Plan [Member] | ||||
Restricted Stock [Abstract] | ||||
Available shares of common Stock (in shares) | 1,000,000 | |||
Restricted Stock [Member] | Officers [Member] | ||||
Restricted Stock [Abstract] | ||||
Granted (in dollars per share) | $ 6.15 | |||
Granted (in shares) | 241,000 | |||
Stock-based compensation expense | $ 0.2 | $ 0 | ||
Restricted Stock [Member] | Officers [Member] | Vest Immediately [Member] | ||||
Restricted Stock [Abstract] | ||||
Granted (in shares) | 80,333 | |||
Restricted Stock [Member] | Officers [Member] | Vest on One Year Anniversary of Effective Date [Member] | ||||
Restricted Stock [Abstract] | ||||
Granted (in shares) | 80,333 | |||
Restricted Stock [Member] | Officers [Member] | Vest on Two Year Anniversary of Effective Date [Member] | ||||
Restricted Stock [Abstract] | ||||
Granted (in shares) | 80,334 | |||
Restricted Stock [Member] | Employees and Directors [Member] | ||||
Restricted Stock [Abstract] | ||||
Stock-based compensation expense | $ 0.4 | $ 0 |
ACQUISITION (Details)
ACQUISITION (Details) | Jan. 19, 2021USD ($)shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 30, 2020$ / shares |
Acquisition [Abstract] | ||||
Shares issued upon exercise of warrants (in shares) | shares | 1,516,938 | |||
Intangible assets | $ | $ 3,007,033 | $ 0 | ||
Estimated useful life | 10 years | |||
iSun Energy LLC [Member] | ||||
Acquisition [Abstract] | ||||
Share price (in dollars per share) | $ / shares | $ 6.01 | |||
iSun Energy LLC [Member] | Warrants [Member] | ||||
Acquisition [Abstract] | ||||
Term | 3 years | |||
iSun Energy LLC [Member] | Warrants [Member] | Volatility [Member] | ||||
Acquisition [Abstract] | ||||
Measurement input | 1.0332 | |||
iSun Energy LLC [Member] | Warrants [Member] | Risk-free Rate [Member] | ||||
Acquisition [Abstract] | ||||
Measurement input | 0.0036 | |||
iSun Energy LLC [Member] | Warrants [Member] | Dividend Yield [Member] | ||||
Acquisition [Abstract] | ||||
Measurement input | 0 | |||
iSun Energy LLC [Member] | Sassoon Peress [Member] | ||||
Acquisition [Abstract] | ||||
Common stock to be issued or issued in connection with Merger (in shares) | shares | 400,000 | |||
Term for shares to be issued in connection with Merger | 5 years | |||
Value of common stock to be issued or issued in connection with Merger | $ | $ 2,404,000 | |||
Shares issued (in shares) | shares | 200,000 | |||
Warrants issued to purchase common stock | $ | $ 517,898 | |||
Cash considerations | $ | 85,135 | |||
Common stock to be issued in connection with Merger based on certain performance milestones | $ | $ 3,007,033 | |||
iSun Energy LLC [Member] | Sassoon Peress [Member] | Maximum [Member] | ||||
Acquisition [Abstract] | ||||
Shares issued upon exercise of warrants (in shares) | shares | 200,000 | |||
Common stock to be issued in connection with Merger based on certain performance milestones (in shares) | shares | 240,000 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) | Mar. 18, 2021 | Apr. 22, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 08, 2021 | Dec. 31, 2020 |
Investments [Abstract] | ||||||
Investment | $ 7,220,496 | $ 4,820,496 | ||||
Minority investments | 2,500,000 | $ 0 | ||||
Unit price (in dollars per share) | $ 12.50 | |||||
Preferred dividends satisfied with distribution from investment | 69,663 | $ 0 | ||||
Net appreciation (depreciation) in fair value of investments | $ 0 | |||||
Series A Preferred Stock [Member] | ||||||
Investments [Abstract] | ||||||
Shares issued pursuant to Exchange Agreement (in shares) | 200,000 | |||||
Common Stock [Member] | ||||||
Investments [Abstract] | ||||||
Warrant converted to common stock (in shares) | 117,376 | |||||
GreenSeed Investors, LLC [Member] | ||||||
Investments [Abstract] | ||||||
Investment | $ 4,624,444 | 4,724,444 | ||||
Fair value of investment | $ 5,000,000 | |||||
Warrants exercise price (in dollars per share) | $ 15 | |||||
Return of capital | 100,000 | |||||
Preferred dividends satisfied with distribution from investment | 69,663 | |||||
GreenSeed Investors, LLC [Member] | Other Current Assets [Member] | ||||||
Investments [Abstract] | ||||||
Dividends receivable | $ 30,337 | |||||
GreenSeed Investors, LLC [Member] | Minimum [Member] | ||||||
Investments [Abstract] | ||||||
Number of Units that can be repurchased (in shares) | 50,000 | |||||
GreenSeed Investors, LLC [Member] | Class B Preferred Membership Units [Member] | ||||||
Investments [Abstract] | ||||||
Number of Units subscribed for pursuant to Exchange Agreement (in shares) | 500,000 | |||||
Unit price (in dollars per share) | $ 10 | |||||
Units that can be repurchased | $ 4,000,000 | |||||
GreenSeed Investors, LLC [Member] | Class B Preferred Membership Units [Member] | Maximum [Member] | ||||||
Investments [Abstract] | ||||||
Number of Units that can be repurchased (in shares) | 400,000 | |||||
Solar Project Partners, LLC [Member] | ||||||
Investments [Abstract] | ||||||
Investment | $ 96,052 | 96,052 | ||||
Number of Units subscribed for pursuant to Exchange Agreement (in shares) | 100,000 | |||||
Number of shares issued upon exercise of warrants (in shares) | 275,000 | |||||
Warrants exercise price (in dollars per share) | $ 15 | |||||
Solar Project Partners, LLC [Member] | Common Stock [Member] | ||||||
Investments [Abstract] | ||||||
Warrant converted to common stock (in shares) | 117,376 | |||||
Gemini Electric Mobility Co [Member] | ||||||
Investments [Abstract] | ||||||
Investment | $ 1,500,000 | 0 | ||||
Minority investments | $ 1,500,000 | |||||
NAD Grid Corp. d/b/a AmpUp [Member] | ||||||
Investments [Abstract] | ||||||
Investment | $ 1,000,000 | $ 0 | ||||
Minority investments | $ 1,000,000 |
STOCK REDEMPTION (Details)
STOCK REDEMPTION (Details) - USD ($) | Jan. 25, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
STOCK REDEMPTION [Abstract] | |||
Redemption of shares of Common Stock (in shares) | 34,190 | ||
Share price (in dollars per share) | $ 19.68 | $ 15 | |
Term used to average closing prices of common stock | 5 days | ||
Redemption of shares of Common Stock | $ 674,000 | $ 672,859 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 12, 2021 | Apr. 06, 2021 | Jan. 08, 2021 | Apr. 12, 2021 | Mar. 31, 2021 |
Subsequent Events [Abstract] | |||||
Number of warrants exercised (in shares) | 3,033,876 | ||||
Shares issued (in shares) | 840,000 | ||||
Warrants redeemed (in shares) | 0 | ||||
Subsequent Event [Member] | |||||
Subsequent Events [Abstract] | |||||
Redemption price of warrant (in dollars per share) | $ 0.01 | $ 0.01 | |||
Number of warrants exercised (in shares) | 607,142 | ||||
Shares issued (in shares) | 303,571 | ||||
Warrants redeemed (in shares) | 453,764 | ||||
Subsequent Event [Member] | Hartsel Project [Member] | |||||
Subsequent Events [Abstract] | |||||
Solar investment tax credit | 30.00% | ||||
Subsequent Event [Member] | iSun Utility [Member] | Project IP [Member] | |||||
Subsequent Events [Abstract] | |||||
Total consideration | $ 2,700 | ||||
Consideration payable immediately | 1,000 | ||||
Contingent consideration payable upon achievement of certain milestones | 1,700 | ||||
Subsequent Event [Member] | iSun Utility [Member] | Hartsel Project [Member] | |||||
Subsequent Events [Abstract] | |||||
Total consideration | 700 | ||||
Contingent consideration payable upon achievement of certain milestones | 1,000 | ||||
Subsequent Event [Member] | Peck Electric Co. [Member] | Real Property [Member] | |||||
Subsequent Events [Abstract] | |||||
Total consideration | $ 565 |