Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 13, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 001-37707 | ||
Entity Registrant Name | iSUN, INC. | ||
Entity Central Index Key | 0001634447 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-2150172 | ||
Entity Address, Address Line One | 400 Avenue D | ||
Entity Address, Address Line Two | Suite 10 | ||
Entity Address, City or Town | Williston | ||
Entity Address, State or Province | VT | ||
Entity Address, Postal Zip Code | 05495 | ||
City Area Code | 802 | ||
Local Phone Number | 658-3378 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | ISUN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 66.4 | ||
Entity Common Stock, Shares Outstanding | 13,951,640 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 2,242,083 | $ 699,154 |
Accounts receivable, net of allowance | 14,337,310 | 6,215,957 |
Costs and estimated earnings in excess of billings | 4,003,979 | 1,354,602 |
Inventory | 2,479,874 | 0 |
Other current assets | 1,070,632 | 214,963 |
Total current assets | 24,133,878 | 8,484,676 |
Property and equipment: | ||
Building and improvements | 966,603 | 672,727 |
Vehicles | 2,908,472 | 1,199,535 |
Tools and equipment | 3,126,673 | 508,846 |
Software | 234,246 | 0 |
Construction in process | 3,291 | 0 |
Solar arrays | 6,859,374 | 6,386,025 |
Property plant and equipment, gross | 14,098,659 | 8,767,133 |
Less accumulated depreciation | (3,056,406) | (2,647,333) |
Property plant and equipment, net | 11,042,253 | 6,119,800 |
Other Assets: | ||
Captive insurance investment | 270,430 | 198,105 |
Goodwill | 36,907,437 | 0 |
Intangible assets | 18,906,330 | 0 |
Investments | 12,420,496 | 4,820,496 |
Other assets | 47,065 | 0 |
Total noncurrent assets | 68,551,758 | 5,018,601 |
Total assets | 103,727,889 | 19,623,077 |
Current Liabilities: | ||
Accounts payable, includes book overdraft of $0 and $1.5 million at December 31, 2021 and 2020, respectively | 13,187,456 | 4,086,173 |
Accrued expenses | 7,628,212 | 172,021 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 2,388,501 | 1,140,125 |
Due to stockholders | 0 | 24,315 |
Line of credit | 4,468,298 | 2,482,127 |
Current portion of deferred compensation | 31,000 | 28,656 |
Current portion of long-term debt | 6,694,296 | 308,394 |
Total current liabilities | 34,397,763 | 8,241,811 |
Long-term liabilities: | ||
Deferred compensation, net of current portion | 27,884 | 62,531 |
Deferred tax liability | 771,656 | 610,558 |
Warrant liability | 148,013 | 1,124,411 |
Other liabilities | 3,375,427 | 0 |
Long-term debt, net of current portion | 5,148,855 | 1,701,495 |
Total liabilities | 43,869,598 | 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 December 31, 2021 and December 31, 2020, respectively | 0 | 20 |
Common stock - 0.0001 par value 49,000,000 shares authorized, 11,825,878 and 5,313,268 issued and outstanding as of December 31, 2021 and 2020, respectively | 1,183 | 531 |
Additional paid-in capital | 60,863,388 | 2,577,359 |
(Accumulated deficit)/Retained earnings | (1,006,280) | 5,304,361 |
Total Stockholders' equity | 59,858,291 | 7,882,271 |
Total liabilities and stockholders' equity | $ 103,727,889 | $ 19,623,077 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current Liabilities: | ||
Bank overdraft | $ 0 | $ 1.5 |
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) | 11,825,878 | 5,313,268 |
Common stock, shares outstanding (in shares) | 11,825,878 | 5,313,268 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Operations [Abstract] | ||
Earned revenue | $ 45,311,660 | $ 21,052,211 |
Cost of earned revenue | 38,920,493 | 18,709,074 |
Gross profit | 6,391,167 | 2,343,137 |
Warehouse and other operating expenses | 1,308,527 | 684,669 |
General and administrative expenses | 13,382,014 | 3,343,895 |
Stock based compensation - general and administrative | 2,315,125 | 0 |
Total operating expenses | 17,005,666 | 4,028,564 |
Operating loss | (10,614,499) | (1,685,427) |
Other expenses | ||
Gain on forgiveness of PPP loan | 2,000,000 | 1,496,468 |
Change in fair value of warrant liability | 976,398 | (975,728) |
Interest expense | (517,718) | (302,542) |
Loss before income taxes | (8,155,819) | (1,467,229) |
Benefit for income taxes | (1,914,841) | (487,173) |
Net loss | (6,240,978) | (980,056) |
Preferred stock dividend | (69,663) | (275,556) |
Net loss available to shares of common stockholders | $ (6,310,641) | $ (1,255,612) |
Weighted average shares of common stock outstanding | ||
Basic (in shares) | 9,264,919 | 5,301,471 |
Diluted (in shares) | 9,264,919 | 5,301,471 |
Basic (in dollars per share) | $ (0.67) | $ (0.24) |
Diluted (in dollars per share) | $ (0.67) | $ (0.24) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings/(Accumulated Deficit) [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] | |||||
Investment in GreenSeed Investors, LLC | $ 20 | $ 0 | 4,999,980 | 0 | 5,000,000 |
Investment in GreenSeed Investors, LLC (in shares) | 200,000 | 0 | |||
Investment in Solar Project Partners, LLC | $ 0 | $ 0 | 96,052 | 0 | 96,052 |
Investment in Solar Project Partners, LLC (in shares) | 0 | 0 | |||
Preferred stock dividend | $ 0 | $ 0 | 0 | (275,556) | (275,556) |
Exercise of warrants | $ 0 | $ 2 | 173,751 | 0 | 173,753 |
Exercise of warrants (in shares) | 0 | 15,109 | |||
Net loss | $ 0 | $ 0 | 0 | (980,056) | (980,056) |
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 | 130,000 | |||
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 | |||
Stock compensation under equity incentive plan | $ 0 | $ 14 | 2,315,111 | 0 | 2,315,125 |
Stock compensation under equity incentive plan (in shares) | 0 | 139,664 | |||
Exercise of options | $ 0 | $ 10 | 149,983 | 0 | 149,993 |
Exercise of options (in shares) | 0 | 100,666 | |||
Exercise of warrants | $ 0 | $ 182 | 20,905,833 | 0 | $ 20,906,015 |
Exercise of warrants (in shares) | 0 | 1,820,509 | 1,820,509 | ||
Acquisition of SolarCommunities, Inc. | $ 0 | $ 181 | 15,964,846 | 0 | $ 15,965,027 |
Acquisition of SolarCommunities, Inc. (in shares) | 0 | 1,810,915 | |||
Acquisition of Liberty Electric, Inc | $ 0 | $ 3 | 249,993 | 0 | 249,996 |
Acquisition of Liberty Electric, Inc (in shares) | 0 | 29,749 | |||
Sale of Common Stock pursuant to S-3 registration statement | $ 0 | $ 89 | 6,866,377 | 0 | 6,866,466 |
Sale of Common Stock pursuant to S-3 registration statement (in shares) | 0 | 887,551 | |||
Net loss | $ 0 | $ 0 | 0 | (6,240,978) | (6,240,978) |
Balance at Dec. 31, 2021 | $ 0 | $ 1,183 | $ 60,863,388 | $ (1,006,280) | $ 59,858,291 |
Balance (in shares) at Dec. 31, 2021 | 0 | 11,825,878 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (6,240,978) | $ (980,056) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation | 681,272 | 585,690 |
Bad debt expense | 0 | 164,292 |
Gain on forgiveness of PPP loan | (2,000,000) | (1,496,468) |
(Gain) on sale of fixed assets | (62,963) | 0 |
Change in fair value of warrant liability | (976,398) | 975,728 |
Stock based compensation | 2,315,125 | 0 |
Deferred finance charge amortization | 103,078 | 3,073 |
Amortization of intangibles | 300,703 | 0 |
Deferred income taxes | (1,909,173) | (487,923) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,121,353) | 914,356 |
Prepaid expenses | (825,332) | (13,637) |
Costs and estimated earnings in excess of billings | (2,649,377) | (82,230) |
Accounts payable | 9,101,283 | (188,344) |
Accrued expenses | 3,956,191 | 52,810 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,248,376 | 1,014,099 |
Inventory | (111,803) | 0 |
Other assets | (47,065) | 0 |
Other liabilities | 75,427 | 0 |
Deferred compensation | (32,303) | (25,576) |
Net cash (used in) provided by operating activities | (5,195,290) | 435,814 |
Cash flows from investing activities: | ||
Purchase of equipment | (975,552) | (8,121) |
Acquisition of SolarCommunities, Inc. | (25,649,622) | 0 |
Acquisition of Liberty Electric, Inc. | (1,194,824) | 0 |
Acquisition of Oakwood Construction Services, LLC | (1,000,000) | 0 |
Acquisition of iSun Energy, LLC | (85,135) | 0 |
Dividend receivable | 300,000 | 0 |
Minority investments | (8,000,000) | 0 |
Investment in captive insurance | (72,325) | (57,230) |
Net cash used in investing activities | (36,677,458) | (65,351) |
Cash flows from financing activities: | ||
Proceeds from line of credit | 30,683,668 | 18,080,985 |
Payments of line of credit | (29,697,497) | (18,783,899) |
Proceeds from long-term debt | 10,616,408 | 0 |
Exercise of stock options | 149,993 | 0 |
Payments of long-term debt | (4,997,202) | (416,143) |
Redemption of shares of Common Stock | (672,859) | 0 |
Due to stockholders | (24,315) | (318,403) |
Proceeds from PPP loan | 0 | 1,496,468 |
Proceeds from warrant exercise | 20,906,015 | 173,753 |
Proceeds from sales of common stock, gross proceeds of $7,166,993 less issuance costs of $300,527 | 6,866,466 | 0 |
Registered direct offering | 9,585,000 | 0 |
Net cash provided by financing activities | 43,415,677 | 232,761 |
Net increase in cash | 1,542,929 | 603,224 |
Cash, beginning of year | 699,154 | 95,930 |
Cash, end of year | 2,242,083 | 699,154 |
Cash paid during the year for: | ||
Interest | 36,493 | 293,751 |
Income taxes | 0 | 750 |
Supplemental schedule of non-cash investing and financing activities: | ||
Shares of Preferred Stock issued for investment | 0 | 5,000,000 |
Warrants issued for investment | 0 | 96,052 |
Preferred dividends satisfied with distribution from investment | 69,663 | 275,556 |
Vehicles purchased and financed | 0 | 30,658 |
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 [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 |
Acquisition of SolarCommunities, Inc. [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Shares issued | 15,965,027 | 0 |
Acquisition of Liberty Electric, Inc. [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Shares issued | $ 249,996 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flows from financing activities: | |
Gross proceeds | $ 7,166,993 |
Issuance costs | $ 300,527 |
SUMMARY OF OPERATIONS AND SIGNI
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 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 iSun, 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. On September 8, 2021, iSun, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, iSun Residential Merger Sub, Inc., a Vermont corporation (the “Merger Sub”) and wholly-owned subsidiary of iSun Residential, Inc., a Delaware corporation (“iSun Residential”) and wholly-owned subsidiary of the Company, SolarCommunities, Inc., a Vermont benefit corporation (“SunCommon”), and Jeffrey Irish, James Moore, and Duane Peterson as a “Shareholder Representative Group” of the holders of SunCommon’s capital stock (the “SunCommon Shareholders”), pursuant to which the Merger Sub merged with and into SunCommon (the “Merger”) with SunCommon as the surviving company in the Merger and SunCommon became a wholly-owned subsidiary of iSun Residential. The Merger was effective on October 1, 2021. 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 affected 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. On April 6, 2021, iSun Utility, LLC (“iSun Utility”), a Delaware limited liability company and wholly-owned subsidiary of iSun, Inc., a Delaware corporation (the “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 acquired 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. b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of iSun, Inc. and its direct and indirect wholly owned operating subsidiaries, iSun Residential, Inc., SolarCommunities, Inc., iSun Industrial, LLC, Peck Electric Co., Liberty Electric, Inc., iSun Utility, LLC and iSun Energy, LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. c) Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. The Company would cease to be an “emerging growth company” upon the earliest to occur of: the last day of the fiscal year in which it has more than $1.07 billion in annual revenue; the date it qualifies as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; the issuance, in any three-year period, by it of more than $1.0 billion in non-convertible debt or December 31, 2021. d) 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 December 31, 2021 and 2020, the Company had $0 in pre-contract costs classified as a current asset under contract assets on the 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 years ended December 31: 2021 2020 Solar Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 40,511,603 $ 17,354,852 Total $ 40,511,603 $ 17,354,852 Electric Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 3,631,105 $ 2,459,373 Total $ 3,631,105 $ 2,459,373 Data and Network Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 1,168,952 $ 1,237,986 Total $ 1,168,952 $ 1,237,986 Total Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 45,311,660 $ 21,052,211 Total $ 45,311,660 $ 21,052,211 The following table disaggregates the Company’s Solar Operations revenue based operational segment for the years ended December 31: 2021 2020 Solar Operations Residential $ 12,524,520 $ 86,774 Commercial and Industrial 26,613,352 17,268,078 Utility 1,373,731 - Total $ 40,511,603 $ 17,354,852 3) Variable Consideration 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. e) Accounts Receivable Accounts receivable are recorded when invoices are issued and presented on the balance sheet net of the allowance for doubtful accounts. The allowance, which was $84,000 at December 31, 2021 and $84,000 at December 31, 2020, is estimated based on historical losses, the existing economic condition, and the financial stability of the Company’s customers. Accounts are written off against the reserve when they are determined to be uncollectible. f) Project Assets Project assets primarily consist of costs related to solar power projects that are in various stages of development that are capitalized prior to the completion of the sale of the project, and are actively marketed and intended to be sold. In contrast to contract assets, the Company holds a controlling interest in the project itself. These project related costs include costs for land, development, and construction of a PV solar power system. Development costs may include legal, consulting, permitting, transmission upgrade, interconnection, and other similar costs. The Company typically classifies project assets as noncurrent due to the nature of solar power projects (long-lived assets) and the time required to complete all activities to develop, construct, and sell projects, which is typically longer than 12 months. Once the Company enters into a definitive sales agreement, such project assets are classified as current until the sale is completed and the Company has met all of the criteria to recognize the sale as revenue. Any income generated by a project while it remains within project assets is accounted for as a reduction to the basis in the project. If a project is completed and begins commercial operation prior to the closing of a sales arrangement, the completed project will remain in project assets until placed in service. All expenditures related to the development and construction of project assets, whether fully or partially owned, are presented as a component of cash flows from operating activities. Project assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A project is considered commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. A partially developed or partially constructed project is considered to be commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. The Company examines a number of factors to determine if the project is expected to be recoverable, including whether there are any changes in environmental, permitting, market pricing, regulatory, or other conditions that may impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated fair value, with the resulting impairment recorded within “Selling, general and administrative” expense. Project Asset were $0 for the years ended December 31, 2021 and 2020, respectively. g) Property and Equipment Property and equipment greater than $1,000 are recorded at cost. Cost includes the price paid to acquire or construct the assets, required installation costs, and any expenditures that substantially add to the value or substantially extend the useful life of the assets. The solar arrays represent project assets that the Company may temporarily own and operate after being placed into service. The Company reports solar arrays at cost, less accumulated depreciation. The Company begins depreciation on the solar arrays when they are placed in service. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Buildings and improvements 39 years Vehicles 3-5 years Tools and equipment 3-7 years Solar arrays 20 years Software 3-7 years Total depreciation expense for the years ended December 31, 2021 and 2020 was $681,272 and $585,690, respectively. The cost of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation are eliminated from the accounts and any resulting gain or loss is included in operations. The cost of maintenance and repairs are charged to expense as incurred, while significant renewals or betterments are capitalized. h) Long-Lived Assets The Company assesses long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, the Company compares undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, the Company measures any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and such projections may vary from the cash flows eventually realized. The Company considers a long-lived asset to be abandoned after the Company has ceased use of such asset and they have no intent to use or repurpose the asset in the future. Abandoned long-lived assets are recorded at their salvage value, if any. i) Asset Retirement Obligations The Company develops, constructs, and operates certain solar arrays with land lease agreements that include a requirement for the removal of the assets at the end of the term of the agreement. The Company recognizes such asset retirement obligations (“ARO”) in the period in which they are incurred based on the present value of estimated third-party recommissioning costs, and they capitalize the associated asset retirement costs as part of the carrying amount of the related assets. Once an asset is placed into service, the asset retirement cost is subsequently depreciated on a straight-line basis over the estimated useful life of the asset. Changes in AROs resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense. The AROs were not deemed significant to the financial statements and were therefore, not recorded as a liability at December 31, 2021 and 2020. j) 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 December 31, 2021 and 2020, the uninsured balances were approximately $914,000 and $422,000, respectively. k) Income Taxes 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. l) Sales Tax The Company’s accounting policy is to exclude state sales tax collected and remitted from revenues and costs of sales, respectively. m) 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, estimates in recording the business combinations, investments, impairment on investments and valuation of deferred tax assets. Actual results could differ from those estimates. n) Recently Issued Accounting Pronouncements The Company is an emerging growth company until at minimum December 31, 2023. The Company will maintain the election available to an emerging growth company to use any extended transition period applicable to non-public companies when complying with a new or revised accounting standard. The Company retains its emerging growth status and therefore elects to adopt new or revised accounting standards on the adoption date required for a private company. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. 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 In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In September 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470). In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016 the FASB issued ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326) o) 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. The Company incurred $400,000 and $0 of deferred financing costs during the year ended December 31, 2021 and 2020, respectively. Amortization expense associated with deferred financing costs, which is included in interest expense, totaled $103,078 and $3,073 for the years ended December 31, 2021 and 2020, respectively. p) 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. q) Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. At December 31, 2021 and 2020, no goodwill impairment was noted. r) Debt Extinguishment Under ASC 470, debt should be derecognized when the debt is extinguished, in accordance with the guidance in ASC 405-20, Liabilities: Extinguishments of Liabilities. s) 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. No inventory allowance exists at December 31, 2021 and December 31, 2020, respectively. t) Warrant liability The Company accounts for warrants to acquire shares of Common Stock as liabilities held at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a change in fair value of warrant liabilities in the Company’s consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the warrant liability will be reclassified to additional paid-in capital. u) 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. v) Legal Contingencies The Company accounts for liabilities resulting from legal proceedings when it is possible to evaluate the likelihood of an unfavorable outcome in order to provide an estimate for the contingent liability. At December 31, 2021 and 2020, there are no material contingent liabilities arising from pending litigation. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | 2. ACQUISITIONS iSun Energy, LLC 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 Business Combination On September 8, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, iSun Residential Merger Sub, Inc., a Vermont corporation (the “Merger Sub”) and wholly-owned subsidiary of iSun Residential, Inc., a Delaware corporation (“iSun Residential”) and wholly-owned subsidiary of the Company, SolarCommunities, Inc., a Vermont benefit corporation (“SunCommon”), and Jeffrey Irish, James Moore, and Duane Peterson as a “Shareholder Representative Group” of the holders of SunCommon’s capital stock (the “SunCommon Shareholders”), pursuant to which the Merger Sub merged with and into SunCommon (the “Merger”) with SunCommon as the surviving company in the Merger and SunCommon became a wholly-owned subsidiary of iSun Residential. In connection with Merger, the SunCommon Shareholders received merger consideration totaling $48,300,000 consisting of (i) cash in the amount of $25,534,621; (ii) Common Stock of the Company (“Common Stock”) in the amount of $15,965,027, priced at $8.816 per share; and (iii) earn out consideration of up to $10,000,000 upon the fulfillment of certain conditions. The net present value of the earnout provision was determined to be $6.8 million and the Company has included the $3.5 million and $3.3 million as current in accrued expenses and long-term liabilities in other liabilities, respectively. The shares of the Common Stock issued in connection with the Merger were listed on the NASDAQ Capital Market. The Merger closed and was effective on October 1, 2021. The Company will report begin reporting in segments in the future as we do not currently allocate labor amongst the operating divisions. The purchase price for SolarCommunities, Inc. consisted of approximately $48,300,000 in cash, equity and earnout provision subject to post-closing adjustments related to working capital, cash, indebtedness and transaction expenses. The Acquisition was accounted for under ASC 805 and the financial results of SunCommon have been included in the Company’s consolidated financial statements since the date of the Acquisition. Purchase Price Allocation Under the purchase method of accounting, the transaction was valued for accounting purposes at approximately $48,300,000 which was the fair value of SolarCommunities, Inc. at the time of acquisition. The assets and liabilities of SolarCommunities, Inc. were recorded at their respective fair values as of the date of acquisition. Any difference between the cost of SolarCommunities, Inc. and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date preliminary estimated fair value of the consideration transferred consisted of the following: Purchase price (in 000’s): Fair value of iSun’s shares of Common Stock issued (1,810,955 shares), at $8.816 per share $ 15,965 Cash paid 25,535 Earnout provision 6,800 Total consideration transferred $ 48,300 Fair value of identifiable assets acquired: Cash and cash equivalents $ 581 Accounts receivable 3,409 Inventory 2,653 Contract assets 610 Premises and equipment 4,447 Trademark and brand 11,980 Backlog 3,220 Other current assets 762 Total identifiable assets $ 27,662 Fair value of identifiable liabilities assumed: Accounts payable and accrued liabilities $ 5,562 Contract liabilities 1,103 Customer deposits 355 Deferred tax liabilities 2,070 Loans payable 6,282 Other liabilities 17 Total identifiable liabilities $ 15,389 Net assets acquired including identifiable intangible assets 12,273 Goodwill $ 36,027 During the year ended December 31, 2021, we recorded non-recurring total transaction costs related to the Acquisition of $1.235 million. These expenses were accounted for separately from the net assets acquired and are included in general and administrative expense. We will continue to conduct assessments of the net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. We expect that it may take into the second quarter of 2022 until all post-closing assessments and adjustments are finalized. Business Combination On November 18, 2021, John Stark Electric, Inc., a New Hampshire corporation (“JSI”) and wholly-owned subsidiary of iSun, Inc., a Delaware corporation (the “Company”), Liberty Electric, Inc., a New Hampshire Corporation (“Liberty”) and John P. Comeau (“Comeau”) after obtaining required consents released signature pages and closed an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which JSI acquired all of the assets of Liberty for a purchase price of $1.4 million, subject to a post-closing working capital adjustment. The purchase price was paid as follows: (i) cash in the amount of $1.2 million; (ii) Common Stock of the Company in the amount of $250,000, priced at $8.4035 per share, which is the 10-day volume weighted average Nasdaq closing price immediately prior to the Closing Date; and (iii) earn out consideration of up to $300,000 (1) upon the fulfillment of certain conditions. The purchase price for Liberty Electric, Inc. consisted of $1.4 million in cash, equity and cash consideration for existing working capital subject to post-closing adjustments related to working capital, cash, indebtedness and transaction expenses. The Acquisition was accounted for under ASC 805 and the financial results of Liberty have been included in the Company’s consolidated financial statements since the date of the Acquisition. Purchase Price Allocation Under the purchase method of accounting, the transaction was valued for accounting purposes at $1.4 million which was the fair value of Liberty Electric, Inc. at the time of acquisition. The assets and liabilities of Liberty Electric, Inc. were recorded at their respective fair values as of the date of acquisition. Any difference between the cost of Liberty Electric, Inc. and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: Purchase price (in 000’s): Fair value of iSun’s shares of Common Stock issued (29,749 shares), at $8.4035 per share $ 250 Cash paid 1,195 Earnout provision - Total consideration transferred $ 1,445 Fair value of identifiable assets acquired: Accounts receivable $ 562 Inventory 90 Contract assets 97 Premises and equipment 38 Other current assets 2 Total identifiable assets $ 789 Fair value of identifiable liabilities assumed: Accounts payable and accrued liabilities $ 219 Contract liabilities 5 Total identifiable liabilities $ 224 Net assets acquired including identifiable intangible assets 565 Goodwill $ 880 (1) The earnout provision has been deemed unlikely to be achieved and has not been included in the allocation of the purchase price. Pro Forma Information (Unaudited) The results of operations for the Acquisitions of SolarCommunities, Inc. and Liberty Electric, Inc. since the October 1, 2021 and November 1, 2021 closing dates, respectively, have been included in our December 31, 2021 consolidated financial statements and include approximately $12.5 million and $0.7 million of total revenue. The following unaudited pro forma financial information represents a summary of the consolidated results of operations for the years ended December 31, 2021 and 2020, assuming the acquisition had been completed as of January 1, 2020. The pro forma financial information includes certain non-recurring pro forma adjustments that were directly attributable to the business combination. The proforma adjustments include the elimination of Acquisition transaction expenses totaling $1.235 million incurred in 2021. The pro forma financial information is not necessarily indicative of the results of operations that would have been achieved if the acquisition had been effective as of these dates, or of future results. Year Ended December 31, (in 000’s) 2021 2020 Revenue, net $ 72,501 $ 58,524 Net loss $ (9,202 ) $ (2,147 ) Weighted average shares of common stock outstanding, basic and diluted 10,657,665 7,112,386 Net loss per share, basic and diluted $ (0.86 ) $ (0.30 ) |
ACQUISITIONS | 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 was 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 purchased 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. Under the Assignment provides that iSun Utility acquired all membership interests in Hartsel Solar, LLC (“Hartsel”), and through this transaction iSun Utility acquired all rights to Hartsel’s in-process solar project (the “Hartsel Project”). If Hartsel achieves 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. The contingent provisions of the Assignment Agreement entered into with Oakwood and Adani are considered Level 3 measurements. Given that the probability of such provisions being achieved is highly unlikely, no value was assigned to the contingent provision. At |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 12 Months Ended |
Dec. 31, 2021 | |
LIQUIDITY AND FINANCIAL CONDITION [Abstract] | |
LIQUIDITY AND FINANCIAL CONDITION | 3. LIQUIDITY AND FINANCIAL CONDITION In 2021, the Company experienced a net operating loss and negative cash flow from operations. At December 31, 2021, the Company had balances of million, million. To date, the Company has relied predominantly on operating cash flow to fund its operations, borrowings from its credit facilities, sales of Common Stock and exercise of public warrants. The Company does not expect to continue to incur losses from operations as the net operating loss was a result of the negative impact of the COVID-19 pandemic. The Company’s operations were delayed for approximately six months of the year ended December 31, 2020, which resulted in an overall reduction in revenue. For the year ended December 31, 2021, margin was impacted significantly due to material and commodity price increases and inefficiencies resulting from labor shortages. The Company modified contract terms to allow for an adjustment in contract terms to account for any fluctuations in material pricing. The demand for solar and electric vehicle infrastructure continues to increase across all customer groups. Our residential division has customer orders of approximately $19.2 million expected to be completed within four six twelve On January 8, 2021 we 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 our 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 had potential gross proceeds of approximately $39.5 million available from sales of Common Stock pursuant to the S-3 Registration Statement. The Company entered into a Sales Agreement with B. Riley Securities providing for the sale of shares of Common Stock in at the market (“ATM”) offerings. As of December 31, 2021, the Company had sold 887,551 shares of Common Stock under ATM offerings and received aggregate gross proceeds of $7,166,993. As of March 31, 2022, the Company had sold 1,847,505 additional shares of Common Stock in ATM offerings. On various dates from January 1, 2021 through April 12, 2021, certain holders of the Company’s Public Warrants exercised the right to convert the warrants into shares of Common Stock. As of April 12, 2021, a total of 3,641,018 Public Warrants were submitted for exercise resulting in an issuance of 1,820,509 with net proceeds of $20,906,015 being received by the Company. As of March 31, 2022, the Company had approximately $21.2 million The Company believes its current cash on hand, proceeds generated from the registered direct offering and additional sales of Common Stock, the availability under the equity line of credits, 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 | 12 Months Ended |
Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE [Abstract] | |
ACCOUNTS RECEIVABLE | 4. ACCOUNTS RECEIVABLE Accounts receivable consist of: December 31, 2021 December 31, 2020 Accounts receivable - contracts in progress $ 13,886,454 $ 6,206,760 Accounts receivable - retainage 534,856 93,197 14,421,310 6,299,957 Allowance for doubtful accounts (84,000 ) (84,000 ) Total $ 14,337,310 $ 6,215,957 Bad debt expense was $0 and $164,292 for the years ended December 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 December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Costs in excess of billings $ 3,451,705 $ 216,261 Unbilled receivables, included in costs in excess of billings 552,274 1,138,341 4,003,979 1,354,602 Retainage 534,856 93,197 $ 4,538,835 $ 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 December 31, 2021 will be billed and collected within one year. Contract liabilities were as follows at December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Billings in excess of costs $ 2,388,501 $ 1,140,125 |
CONTRACTS IN PROGRESS
CONTRACTS IN PROGRESS | 12 Months Ended |
Dec. 31, 2021 | |
CONTRACTS IN PROGRESS [Abstract] | |
CONTRACTS IN PROGRESS | 5. CONTRACTS IN PROGRESS Information with respect to contracts in progress are as follows: December 31, 2021 December 31, 2020 Expenditures to date on uncompleted contracts $ 13,715,664 $ 7,764,622 Estimated earnings thereon 2,783,733 2,178,868 16,499,397 9,943,490 Less billings to date (15,436,193 ) (10,867,354 ) 1,063,204 (923,864 ) Plus under billings remaining on contracts 100% complete 552,274 1,138,341 Total $ 1,615,478 $ 214,477 Included in accompany balance sheets under the following captions: December 31, 2021 December 31, 2020 Cost and estimated earnings in excess of billings $ 4,003,979 $ 1,354,602 Billings in excess of costs and estimated earnings on uncompleted contracts (2,388,501 ) (1,140,125 ) $ 1,615,478 $ 214,477 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 6. LONG-TERM DEBT A summary of long-term debt is as follows: December 31, 2021 December 31, 2020 NBT Bank, National Association, 4.25 monthly 5,869 $ 641,464 $ 683,268 NBT Bank, National Association, repaid in January 2021 - 12,050 NBT Bank, National Association, 4.20 monthly 3,293 216,533 246,135 NBT Bank, National Association, 4.15 monthly 3,677 174,525 210,475 NBT Bank, National Association, 4.20 monthly 5,598 376,651 426,624 NBT Bank, National Association, 4.85 monthly 2,932 48,039 80,001 Various vehicle loans, interest ranging from 0 10.09 monthly 34,878 1,147,255 294,799 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. 47,700 73,467 B. Riley Commercial Capital, LLC, 8.0% interest rate, payable in full on October 15, 2022 6,045,852 Unsecured note payable in connection with the PPP, established by the federal government Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which bears interest at 1% through April 2026. The Company has not yet applied for forgiveness. 2,591,500 - December 31, 2021 December 31, 2020 CSA 5: Payable in monthly installments of $2,414, including interest at 5.5%, due August 2026. 118,997 - CSA 17: Payable in monthly installments of $2,414, including interest at 5.5%. The interest rate will become variable at the VEDA Prime Rate from April 2025 through maturity in April 2027. 132,563 - CSA 36: Payable in monthly installments of $2,414, including interest at 5.5%. The interest rate will become variable at the VEDA Prime Rate from June 2025 through maturity in June 2027. 137,213 - CSA 5: Payable in monthly interest only installments of $1,104 through August 2019; then payments of $552, representing half of monthly interest only payments, through August 2026 with other half of interest only payments capitalized into principal; then $2,485 monthly payments of principal and interest, with a balloon payment of $20,142 due August 2034; interest at 11.25% throughout the loan term. 117,712 - CSA 17: Payable in monthly interest only installments of $1,104 through April 2020; then payments of $552, representing half of monthly interest only payments, through April 2027 with other half of interest only payments capitalized into principal; then $2,485 monthly payments of principal and interest, with a balloon payment of $20,142 due April 2035; interest at 11.25% throughout the loan term. 117,712 - CSA 36: Payable in monthly interest only installments of $1,104 through June 2020; then payments of $552, representing half of monthly interest only payments, through June 2027 with other half of interest only payments capitalized into principal; then $2,485 monthly payments of principal and interest, with a balloon payment of $20,142 due June 2035; interest at 11.25% throughout the loan term. 117,712 - Equipment loans 94,493 - Easement liabilities 31,081 - 12,157,002 2,026,819 Less current portion (6,694,296 ) (308,394 ) 5,462,706 1,718,425 Less debt issuance costs (313,851 ) (16,930 ) Long-term debt $ 5,148,855 $ 1,701,495 Maturities of long-term debt are as follows: Year ending December 31: Amount 2022 $ 6,694,296 2023 577,240 2024 532,735 2025 442,963 2026 2,932,173 Thereafter 977,595 $ 12,157,002 Payroll Protection Loan On April 24, 2020, the Company entered into a Promissory Note with NBT Bank, N.A. as the lender (“Lender”), pursuant to which the Lender agreed to make a loan to the Company under the Payroll Protection Program (“PPP Loan”) offered by the U.S. Small Business Administration (“SBA”) in a principal amount of $1,487,624 pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (“CARES”). The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. The amount that will be forgiven will be calculated in part with reference to the Company’s full-time headcount during the 24-week period following the funding of the PPP Loan. On December 1, 2020, the Company received notification from NBT Bank that the Small Business Administration has approved the forgiveness of the PPP loan in its entirety and as such, the full $1,496,468 has been recognized in the income statement as a gain upon debt extinguishment for the year ended December 31, 2020. In February 2021, SolarCommunities, Inc., an indirect wholly-owned subsidiary of the Company, entered into a Promissory Note with Citizens Bank, N.A. as the lender (“Lender”), pursuant to which the Lender agreed to make a loan to the Company under the Payroll Protection Program (“PPP Loan”) offered by the U.S. Small Business Administration (“SBA”) in a principal amount of $2,000,000 pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (“CARES”). The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. The amount that will be forgiven will be calculated in part with reference to the Company’s full-time headcount during the 24-week period following the funding of the PPP Loan. On December 6, 2021, SolarCommunities, Inc. received notification from Citizens that the Small Business Administration has approved the forgiveness of the PPP loan in its entirety and as such, the full $2,000,000 has been recognized in the income statement as a gain upon debt extinguishment for the year ended December 31, 2021. |
LINE OF CREDIT
LINE OF CREDIT | 12 Months Ended |
Dec. 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 2022. The balance outstanding was $4,468,298 and $2,482,127 at December 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 December 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 | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES In 2020, the Company entered into a The Company leases an office and warehouse facilities in Waterbury, Vermont under agreements expiring in May 2028 and August 2026, respectively. Monthly base rent for the office and warehouse facilities currently approximates $27,500, subject to annual 3% increases. The Company leases an office and warehouse facility in Rhinebeck, New York from a stockholder. Monthly base rent currently approximates $7,100 and is on a month-to-month basis. In 2015, the Company entered into two twenty-five-year In 2017, the Company entered into a In 2018, the Company entered into a In 2019, the Company entered into a The Company leases a vehicle under a non-cancelable operating lease. In addition, the Company occasionally pays rent for storage on a month-to-month basis. Total rent expense for all of the non-cancelable leases above were $353,160 and $62,021 for the years ended December 31, 2021 and 2020, respectively. The Company leases vehicles and office equipment under various agreements expiring through June 2026. As of December 31, 2021, aggregate monthly payments required under these leases approximates $35,000. 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 $700,375 and $228,667 for the year ended December 31, 2021 and 2020, respectively. Future minimum lease payments required under all of the non-cancelable operating leases are as follows: Year ending December 31: Amount 2022 $ 818,765 2023 783,878 2024 778,540 2025 768,149 2026 705,029 Thereafter 1,328,415 $ 5,182,776 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
WARRANTS [Abstract] | |
WARRANTS | 9. WARRANTS On March 9, 2021, the Company announced its intention to redeem all of its outstanding public warrants to purchase shares of the Company’s Common Stock that were issued under the Warrant Agreement. On April 12, 2021, the Company redeemed approximately 453,764 Warrants for $0.01 per warrant that remained outstanding on the Redemption Date, in accordance with the Public Warrant terms. After the redemption, as of April 12, 2021, the Company had no outstanding public warrants outstanding As of December 31, 2021, the Company received notification that (3,641,018) warrants issued in connection with the Company’s (Jensyn Acquisition Corp.) initial public offering were exercised and 1,820,509 shares of Common Stock were issued in connection with such exercise resulting in cash proceeds to the Company of $20,906,015. December 31, 2021 December 31, 2020 Beginning balance 4,163,926 4,194,144 Granted - - Exercised (3,641,018 ) (30,218 ) Redeemed (453,764 ) - Ending balance 69,144 4,163,926 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | 10. 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 December 31, 2021 Mark-to-Market Measurement at December 31, 2020 Risk-free rate 0.06 % 0.214 % Remaining term in years 2.47 3.47 Expected volatility 152.90 % 81.0 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 5.96 $ 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 December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ - $ - $ - $ - Private Warrants 148,013 - - 148,013 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: December 31, 2021 December 31, 2020 Beginning balance $ 350,455 $ 70,680 Fair value adjustment – Warrant liability (202,442 ) 279,775 Ending balance $ 148,013 $ 350,455 |
UNION ASSESSMENTS
UNION ASSESSMENTS | 12 Months Ended |
Dec. 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 Union. 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 years ended December 31, 2021 and 2020, the Company incurred the following union assessments. December 31, 2021 December 31, 2020 Pension fund $ 321,920 $ 310,023 Welfare fund 981,427 971,720 National employees benefit fund 91,180 90,993 Joint apprenticeship and training committee 33,163 20,233 401(k) matching 110,840 43,998 Total $ 1,538,530 $ 1,436,967 Multiemployer Plans The Company is party to collective bargaining agreements with unions representing certain of their employees, which require the Company to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to Multi-Employer Pension Plans (“MEPP”). The Pension Plan Agreement (“PPA”) defines the funding rules for defined benefit pension plans and establishes funding classifications for U.S.-registered multiemployer pension plans. Under the PPA, plans are classified into one of the following five categories, based on multiple factors, also referred to as a plan’s “zone status”: Green (safe), Yellow (endangered), Orange (seriously endangered), and Red (critical or critical and declining). Factors included in the determination of a plan’s zone status include: funded percentage, cash flow position and whether the plan is projecting a minimum funding deficiency. A multiemployer plan that is so underfunded as to be in “endangered,” “seriously endangered,” “critical,” or “critical and declining” status (as determined under the PPA) is required to adopt a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”), which, among other actions, could include decreased benefits and increased employer contributions, which could take the form of a surcharge on benefit contributions. These actions are intended to improve their funding status over a period of years. If a pension fund is in critical status, a participating employer must pay an automatic surcharge in addition to contributions otherwise required under the collective bargaining agreement (“CBA”). With some exceptions, the surcharge is equal to 5% of required contributions for the initial critical year and 10% for each succeeding plan year in which the plan remains in critical status. The surcharge ceases on the effective date of a CBA (or other agreement) that includes contribution and benefit terms consistent with the rehabilitation plan. Certain plans in which the Company participates are in “endangered,” “seriously endangered,” “critical,” or “critical and declining” status. The amount of additional funds, if any, that the Company may be obligated to contribute to these plans in the future cannot be estimated due to the uncertainty of the future levels of work that could be required of the union employees covered by these plans, as well as the required future contribution rates and possible surcharges applicable to these plans. Details of significant multiemployer pension plans as of and for the periods indicated, based upon information available to the Company from plan administrators as well as publicly available information on the U.S. Department of Labor website, are provided in the following table: Multiemployer Employer Identification Plan Contributions For the Years Ended December 31, Expiration Date of Pension Protection Act Zone Status FIP/RP Pension Plan Number Number 2021 2020 CBA 2021 As of 2020 As of Status Surcharge National Electrical Benefit Fund 53-0181657 1 91,180 90,993 5/31/2022 Green 12/31/2020 Green 12/31/2019 NA No |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 12. INCOME TAXES The provision for income taxes for the year ended December 31, 2021 and 2020 consists of the following: 2021 2020 Current Federal $ (658 ) $ - State (5,010 ) 750 Total Current (5,668 ) 750 Deferred Federal (1,446,680 ) (369,705 ) State (462,493 ) (118,218 ) Total Deferred $ (1,909,173 ) (487,923 ) Benefit for Income Taxes $ (1,914,841 ) $ (487,173 ) The Company’s total deferred tax assets and liabilities at December 31, 2021 and 2020 are as follows: 2021 2020 Deferred tax assets (liabilities) Accruals and reserves $ 169,693 $ 23,758 Tax credits 514,216 - Net operating loss 6,182,372 812,996 Total deferred tax assets 6,866,281 836,754 Property and equipment (3,465,745 ) (1,447,312 ) Intangibles (3,856,597 ) - Stock-based compensation (315,595 ) - Total deferred tax liabilities (7,637,937 ) (1,447,312 ) Net deferred tax liability $ (771,656 ) $ (610,558 ) The Company 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. There were no uncertain tax positions as of December 31, 2021 and 2020. If the Company were to incur interest and penalties related to income taxes, these would be included in the provision for income taxes, there were none for the year ended December 31, 2021 and 2020 respectively. Generally, the three tax years Reconciliation between the effective tax on income from operations and the statutory tax rate is as follows: 2021 2020 Income tax expense at federal statutory rate $ (1,683,335 ) $ (308,119 ) Paycheck Protection Program tax exempt loan forgiveness (420,000 ) (412,295 ) Permanent differences 22,627 44,816 Permanent differences for change in fair value of warrants (205,044 ) 204,904 Stock compensation subject to §162(m) limitation 204,752 - Non-deductible intangible assets 833,399 - Other adjustments 3,852 15,726 State and local taxes net of federal benefit (671,092 ) (32,205 ) Income tax benefit $ (1,914,841 ) $ (487,173 ) The Company received a loan under the CARES Act Payroll Protection Program (“PPP”) of $1,487,624. The Company’s acquisition of SolarCommunities, Inc. & Subsidiaries included the acquisition of outstanding “PPP” loans of $2,591,500 and $2,000,000. Proceeds from the loans were used to cover documented expenses related to payroll, rent and utilities, during the 24-week period, subsequent to the cash being received by the Company, are eligible to be forgiven. The “PPP” loan was forgiven in its entirety in 2020 and the income is deemed to be non-taxable which results in the Company’s effective tax rate differing from the statutory rate. The SolarCommunities, Inc & Subsidiaries PPP loan of $2,000,000 was forgiven in its entirety in 2021. The Company has federal net operating losses of approximately $23,000,000 of which $2,200,000 will expire beginning in 2035, $20,800,000 of the net operating losses do not expire. Net operating losses incurred beginning in 2018 are not subject to expiration under the Tax Cuts and Jobs Act, but the annual usage is limited to 80% of pre net operating loss taxable income for years beginning after December 31, 2020. The Company has tax credit carryforwards of approximately $514,000 which will expire beginning in 2034. We believe that it is more likely than not that the tax benefit of these net operating losses will be fully realized, as such no valuation allowance has been recorded. The deferred tax assets for the net operating losses are presented net with deferred tax liabilities, which primarily consist of book and tax depreciation differences. |
CAPTIVE INSURANCE
CAPTIVE INSURANCE | 12 Months Ended |
Dec. 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 $248,450 and $189,958 for the years ended December 31, 2021 and 2020, 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, 2021 is: Total assets $ 133,377,815 Total liabilities $ 63,743,334 Comprehensive income $ 12,495,600 NCL’s fiscal year end is September 30, 2021. December 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) 40,263 3,320 Total $ 270,430 $ 198,105 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 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 December 31, 2021 and December 31, 2020, the amount owed of $21,000 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 December 31, 2021 and December 31, 2020, the amounts due of $38,530 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 December 31, 2021 and December 31, 2020, the amounts owed of $59,530 and $286,964, respectively, are included in the “due to stockholders” as there is a right to offset. The amounts below include amounts due to/from stockholders as of December 31, 2021 and December 31, 2020: December 31, 2021 December 31, 2020 Due to stockholders consists of unsecured notes to stockholders with interest at the mid-term AFR rate ( 1.60 $ - $ 24,315 |
DEFERRED COMPENSATION PLAN
DEFERRED COMPENSATION PLAN | 12 Months Ended |
Dec. 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 $58,884. 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 December 31, 2021 and 2020 and recorded in the statement of operations when incurred. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 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. Years Ended December 31, 2021 2020 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 Warrants to purchase Common Stock, from Jensyn’s IPO 34,572 2,277,141 Warrants to purchase Common Stock, from Solar Project Partners, LLC. Exchange and Subscription Agreement - 275,000 Conversion of Preferred Stock to Common Stock from GreenSeed Investors, LLC Exchange and Subscription Agreement - 370,370 Unvested restricted stock awards 160,667 - Unvested options to purchase Common Stock 201,334 - Totals 825,573 3,351,511 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. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 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 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 | 12 Months Ended |
Dec. 31, 2021 | |
RESTRICTED STOCK AND STOCK OPTIONS [Abstract] | |
RESTRICTED STOCK AND STOCK OPTIONS | 18. RESTRICTED STOCK AND STOCK OPTIONS Options As of December 31, 2021, the Company has 201,334 non-qualified stock options outstanding to purchase 201,334 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%. December 31, 2021 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2021 - $ - Granted 302,000 $ 1.49 Exercised 100,666 $ 1.49 Outstanding, ending December 31, 2021 201,334 $ 1.49 Exercisable at December 31, 2021 - $ - The above table does not include the 429,000 options issued as part of the Jensyn IPO. Aggregate intrinsic value of options outstanding at December 31, 2021 was $0.9 million. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period which was $5.96 as of December 31, 2021 and the exercise price multiplied by the number of options outstanding. During the years ended and 2020, the Company charged a total of $1.1 million and $0, respectively to operations to recognize stock based compensation expense for stock options. As of , the Company had $0.6 million in unrecognized stock-based compensation expense related to 201,334 stock option awards, which is expected to be recognized over a weighted average period of less than three years. All units are expected to vest. The stock options were exercised for 100,666 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 RSGAs). 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. During the year ended December 31, 2021 Stock-based compensation, excluding the January 2021 RSGA, related to employee and director options totaled $0.3 million and $0 for the year ended December 31, 2021 On December 17, 2021, the stockholders approved an amendment to the 2020 Equity Incentive Plan increasing the available shares of Common Stock to 3,000,000 shares of Common Stock. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
INVESTMENTS [Abstract] | |
INVESTMENTS | 19. INVESTMENTS Investments consist of: December 31, 2021 December 31, 2020 GreenSeed Investors, LLC $ 4,324,444 $ 4,724,444 Investment in Solar Project Partners, LLC 96,052 96,052 Investment in Gemini Electric Mobility Co. 2,000,000 - Investment in NAD Grid Corp. d/b/a AmpUp 1,000,000 - Investment in Encore Renewables 5,000,000 - Total $ 12,420,496 $ 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 December 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 year ended December 31, 2021, the Company received a return of capital from GSI in the amount of $400,000. The dividend receivable of $100,000 is included in other current assets as of December 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 December 31, 2021, as there were no observable price changes. Gemini and AmpUp On March 18, 2021, the Company made a minority investment of $1,500,000 in Gemini Electric Mobility Co. (“Gemini”) utilizing a Simple Agreement for Future Equity. On May 6, 2021, the Company made an additional minority investment of $500,000 in Gemini. On March 18, 2021, the Company made a minority investment 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 December 31, 2021, the equity investment for Gemini and AmpUp was $2,000,000 and $1,000,000, respectively. No net appreciation or depreciation in fair value of the investments was recorded during the nine months ending December 31, 2021, as there were no observable price changes. Encore Renewables On November 24, 2021, the Company entered into a Membership Unit Purchase Agreement pursuant to which the Company invested $5,000,000 in Encore Redevelopment, LLC (“Encore”) representing a fully-diluted 9.1% ownership interest. The Encore investment is 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 Encore, 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 December 31, 2021, as there were no observable price changes. |
INTANGIBLES
INTANGIBLES | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLES [Abstract] | |
INTANGIBLES | 20. INTANGIBLES The Company’s intangible assets at December 31, 2021 consist of: Amortization periods December 31, 2021 iSun Trademark and Brand 10 Years $ 3,007,033 Intellectual property 10 Years 1,000,000 Backlog of projects 12 Months 3,220,000 SunCommon Trademark and Brand 10 Years 11,980,000 Accumulated amortization (300,703 ) $ 18,906,330 Estimated future amortization expense for the Company’s intangible assets as of December 31, 2021 is as follows: Cost 2022 $ 4,818,703 2023 1,598,703 2024 1,598,703 2025 1,598,703 2026 1,598,703 Thereafter 7,692,815 Total $ 18,906,330 |
STOCK REDEMPTION
STOCK REDEMPTION | 12 Months Ended |
Dec. 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 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 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. Sale of Common Stock pursuant to S-3 Registration Statement Subsequent to December 31, 2021, 2,049,006 shares of Common Stock were sold under the B. Riley Sales Agreement between January 3, 2022 and April 14, 2022, pursuant to a prospectus supplement that was filed with the SEC on February 10, 2021. Total gross proceeds for the shares were $11.97 million or $5.84 per share. Net proceeds after issuance costs were $11.61 million or $5.66 per share. Repayment of loan obligation with B. Riley Commercial Capital, LLC On March 14, 2022, iSun, Inc. (the “Company”) and B. Riley Commercial Capital, LLC (“B. Riley”) terminated the Loan and Security Agreement (the “Loan Agreement”), dated September 30, 2021, as amended, by and among the Company and certain of its affiliates, as borrowers, and B. Riley, as lender. The Loan Agreement provided for a loan of up to $10,000,000 for acquisition finance, general corporate purposes, and working capital for the Company. All outstanding amounts due under the Loan Agreement were repaid in full. The Company repaid outstanding principal in the amount of $10,000,000 and approximately $224,000 in accrued interest under the Loan Agreement. Exercise of Put Agreements Pursuant to the terms of the Put Agreement issued in connection with the Agreement and Plan of Merger with SolarCommunities, Inc., certain shareholders exercised their right to cause the Company to purchase shares of Common Stock at the Put Purchase Price. As of March 31, 2022, a total of 549,690 shares of Common Stock were sold to the Company for $4,861,810. |
SUMMARY OF OPERATIONS AND SIG_2
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Share Exchange Agreement | On September 8, 2021, iSun, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, iSun Residential Merger Sub, Inc., a Vermont corporation (the “Merger Sub”) and wholly-owned subsidiary of iSun Residential, Inc., a Delaware corporation (“iSun Residential”) and wholly-owned subsidiary of the Company, SolarCommunities, Inc., a Vermont benefit corporation (“SunCommon”), and Jeffrey Irish, James Moore, and Duane Peterson as a “Shareholder Representative Group” of the holders of SunCommon’s capital stock (the “SunCommon Shareholders”), pursuant to which the Merger Sub merged with and into SunCommon (the “Merger”) with SunCommon as the surviving company in the Merger and SunCommon became a wholly-owned subsidiary of iSun Residential. The Merger was effective on October 1, 2021. 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 affected 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. On April 6, 2021, iSun Utility, LLC (“iSun Utility”), a Delaware limited liability company and wholly-owned subsidiary of iSun, Inc., a Delaware corporation (the “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 acquired 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. |
Principles of Consolidation | b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of iSun, Inc. and its direct and indirect wholly owned operating subsidiaries, iSun Residential, Inc., SolarCommunities, Inc., iSun Industrial, LLC, Peck Electric Co., Liberty Electric, Inc., iSun Utility, LLC and iSun Energy, LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Revenue Recognition | d) 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 December 31, 2021 and 2020, the Company had $0 in pre-contract costs classified as a current asset under contract assets on the 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 years ended December 31: 2021 2020 Solar Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 40,511,603 $ 17,354,852 Total $ 40,511,603 $ 17,354,852 Electric Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 3,631,105 $ 2,459,373 Total $ 3,631,105 $ 2,459,373 Data and Network Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 1,168,952 $ 1,237,986 Total $ 1,168,952 $ 1,237,986 Total Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 45,311,660 $ 21,052,211 Total $ 45,311,660 $ 21,052,211 The following table disaggregates the Company’s Solar Operations revenue based operational segment for the years ended December 31: 2021 2020 Solar Operations Residential $ 12,524,520 $ 86,774 Commercial and Industrial 26,613,352 17,268,078 Utility 1,373,731 - Total $ 40,511,603 $ 17,354,852 3) Variable Consideration 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. |
Accounts Receivable | e) Accounts Receivable Accounts receivable are recorded when invoices are issued and presented on the balance sheet net of the allowance for doubtful accounts. The allowance, which was $84,000 at December 31, 2021 and $84,000 at December 31, 2020, is estimated based on historical losses, the existing economic condition, and the financial stability of the Company’s customers. Accounts are written off against the reserve when they are determined to be uncollectible. |
Project Assets | f) Project Assets Project assets primarily consist of costs related to solar power projects that are in various stages of development that are capitalized prior to the completion of the sale of the project, and are actively marketed and intended to be sold. In contrast to contract assets, the Company holds a controlling interest in the project itself. These project related costs include costs for land, development, and construction of a PV solar power system. Development costs may include legal, consulting, permitting, transmission upgrade, interconnection, and other similar costs. The Company typically classifies project assets as noncurrent due to the nature of solar power projects (long-lived assets) and the time required to complete all activities to develop, construct, and sell projects, which is typically longer than 12 months. Once the Company enters into a definitive sales agreement, such project assets are classified as current until the sale is completed and the Company has met all of the criteria to recognize the sale as revenue. Any income generated by a project while it remains within project assets is accounted for as a reduction to the basis in the project. If a project is completed and begins commercial operation prior to the closing of a sales arrangement, the completed project will remain in project assets until placed in service. All expenditures related to the development and construction of project assets, whether fully or partially owned, are presented as a component of cash flows from operating activities. Project assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A project is considered commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. A partially developed or partially constructed project is considered to be commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. The Company examines a number of factors to determine if the project is expected to be recoverable, including whether there are any changes in environmental, permitting, market pricing, regulatory, or other conditions that may impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated fair value, with the resulting impairment recorded within “Selling, general and administrative” expense. Project Asset were $0 for the years ended December 31, 2021 and 2020, respectively. |
Property and Equipment | g) Property and Equipment Property and equipment greater than $1,000 are recorded at cost. Cost includes the price paid to acquire or construct the assets, required installation costs, and any expenditures that substantially add to the value or substantially extend the useful life of the assets. The solar arrays represent project assets that the Company may temporarily own and operate after being placed into service. The Company reports solar arrays at cost, less accumulated depreciation. The Company begins depreciation on the solar arrays when they are placed in service. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Buildings and improvements 39 years Vehicles 3-5 years Tools and equipment 3-7 years Solar arrays 20 years Software 3-7 years Total depreciation expense for the years ended December 31, 2021 and 2020 was $681,272 and $585,690, respectively. The cost of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation are eliminated from the accounts and any resulting gain or loss is included in operations. The cost of maintenance and repairs are charged to expense as incurred, while significant renewals or betterments are capitalized. |
Long-Lived Assets | h) Long-Lived Assets The Company assesses long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, the Company compares undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, the Company measures any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and such projections may vary from the cash flows eventually realized. The Company considers a long-lived asset to be abandoned after the Company has ceased use of such asset and they have no intent to use or repurpose the asset in the future. Abandoned long-lived assets are recorded at their salvage value, if any. |
Asset Retirement Obligations | i) Asset Retirement Obligations The Company develops, constructs, and operates certain solar arrays with land lease agreements that include a requirement for the removal of the assets at the end of the term of the agreement. The Company recognizes such asset retirement obligations (“ARO”) in the period in which they are incurred based on the present value of estimated third-party recommissioning costs, and they capitalize the associated asset retirement costs as part of the carrying amount of the related assets. Once an asset is placed into service, the asset retirement cost is subsequently depreciated on a straight-line basis over the estimated useful life of the asset. Changes in AROs resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense. The AROs were not deemed significant to the financial statements and were therefore, not recorded as a liability at December 31, 2021 and 2020. |
Concentration and Credit Risks | j) 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 December 31, 2021 and 2020, the uninsured balances were approximately $914,000 and $422,000, respectively. |
Income Taxes | k) Income Taxes 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. |
Sales Tax | l) Sales Tax The Company’s accounting policy is to exclude state sales tax collected and remitted from revenues and costs of sales, respectively. |
Use of Estimates | m) 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, estimates in recording the business combinations, investments, impairment on investments and valuation of deferred tax assets. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | n) Recently Issued Accounting Pronouncements The Company is an emerging growth company until at minimum December 31, 2023. The Company will maintain the election available to an emerging growth company to use any extended transition period applicable to non-public companies when complying with a new or revised accounting standard. The Company retains its emerging growth status and therefore elects to adopt new or revised accounting standards on the adoption date required for a private company. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. 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 In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In September 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470). In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016 the FASB issued ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326) |
Deferred Finance Costs | o) 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. The Company incurred $400,000 and $0 of deferred financing costs during the year ended December 31, 2021 and 2020, respectively. Amortization expense associated with deferred financing costs, which is included in interest expense, totaled $103,078 and $3,073 for the years ended December 31, 2021 and 2020, respectively. |
Fair Value of Financial Instruments | p) 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. |
Goodwill | q) Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. At December 31, 2021 and 2020, no goodwill impairment was noted. |
Debt Extinguishment | r) Debt Extinguishment Under ASC 470, debt should be derecognized when the debt is extinguished, in accordance with the guidance in ASC 405-20, Liabilities: Extinguishments of Liabilities. |
Inventory | s) 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. No inventory allowance exists at December 31, 2021 and December 31, 2020, respectively. |
Warrant liability | t) Warrant liability The Company accounts for warrants to acquire shares of Common Stock as liabilities held at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a change in fair value of warrant liabilities in the Company’s consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the warrant liability will be reclassified to additional paid-in capital. |
Segment Information | u) 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. |
Legal Contingencies | v) Legal Contingencies The Company accounts for liabilities resulting from legal proceedings when it is possible to evaluate the likelihood of an unfavorable outcome in order to provide an estimate for the contingent liability. At December 31, 2021 and 2020, there are no material contingent liabilities arising from pending litigation. |
SUMMARY OF OPERATIONS AND SIG_3
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 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 years ended December 31: 2021 2020 Solar Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 40,511,603 $ 17,354,852 Total $ 40,511,603 $ 17,354,852 Electric Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 3,631,105 $ 2,459,373 Total $ 3,631,105 $ 2,459,373 Data and Network Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 1,168,952 $ 1,237,986 Total $ 1,168,952 $ 1,237,986 Total Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 45,311,660 $ 21,052,211 Total $ 45,311,660 $ 21,052,211 The following table disaggregates the Company’s Solar Operations revenue based operational segment for the years ended December 31: 2021 2020 Solar Operations Residential $ 12,524,520 $ 86,774 Commercial and Industrial 26,613,352 17,268,078 Utility 1,373,731 - Total $ 40,511,603 $ 17,354,852 |
Estimated Useful Lives | The estimated useful lives are as follows: Buildings and improvements 39 years Vehicles 3-5 years Tools and equipment 3-7 years Solar arrays 20 years Software 3-7 years |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACQUISITIONS [Abstract] | |
Pro Forma Information | The results of operations for the Acquisitions of SolarCommunities, Inc. and Liberty Electric, Inc. since the October 1, 2021 and November 1, 2021 closing dates, respectively, have been included in our December 31, 2021 consolidated financial statements and include approximately $12.5 million and $0.7 million of total revenue. The following unaudited pro forma financial information represents a summary of the consolidated results of operations for the years ended December 31, 2021 and 2020, assuming the acquisition had been completed as of January 1, 2020. The pro forma financial information includes certain non-recurring pro forma adjustments that were directly attributable to the business combination. The proforma adjustments include the elimination of Acquisition transaction expenses totaling $1.235 million incurred in 2021. The pro forma financial information is not necessarily indicative of the results of operations that would have been achieved if the acquisition had been effective as of these dates, or of future results. Year Ended December 31, (in 000’s) 2021 2020 Revenue, net $ 72,501 $ 58,524 Net loss $ (9,202 ) $ (2,147 ) Weighted average shares of common stock outstanding, basic and diluted 10,657,665 7,112,386 Net loss per share, basic and diluted $ (0.86 ) $ (0.30 ) |
SolarCommunities, Inc. [Member] | |
ACQUISITIONS [Abstract] | |
Purchase Price Allocation | The acquisition date preliminary estimated fair value of the consideration transferred consisted of the following: Purchase price (in 000’s): Fair value of iSun’s shares of Common Stock issued (1,810,955 shares), at $8.816 per share $ 15,965 Cash paid 25,535 Earnout provision 6,800 Total consideration transferred $ 48,300 Fair value of identifiable assets acquired: Cash and cash equivalents $ 581 Accounts receivable 3,409 Inventory 2,653 Contract assets 610 Premises and equipment 4,447 Trademark and brand 11,980 Backlog 3,220 Other current assets 762 Total identifiable assets $ 27,662 Fair value of identifiable liabilities assumed: Accounts payable and accrued liabilities $ 5,562 Contract liabilities 1,103 Customer deposits 355 Deferred tax liabilities 2,070 Loans payable 6,282 Other liabilities 17 Total identifiable liabilities $ 15,389 Net assets acquired including identifiable intangible assets 12,273 Goodwill $ 36,027 |
Liberty Electric, Inc. [Member] | |
ACQUISITIONS [Abstract] | |
Purchase Price Allocation | The acquisition date estimated fair value of the consideration transferred consisted of the following: Purchase price (in 000’s): Fair value of iSun’s shares of Common Stock issued (29,749 shares), at $8.4035 per share $ 250 Cash paid 1,195 Earnout provision - Total consideration transferred $ 1,445 Fair value of identifiable assets acquired: Accounts receivable $ 562 Inventory 90 Contract assets 97 Premises and equipment 38 Other current assets 2 Total identifiable assets $ 789 Fair value of identifiable liabilities assumed: Accounts payable and accrued liabilities $ 219 Contract liabilities 5 Total identifiable liabilities $ 224 Net assets acquired including identifiable intangible assets 565 Goodwill $ 880 (1) The earnout provision has been deemed unlikely to be achieved and has not been included in the allocation of the purchase price. |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE [Abstract] | |
Accounts Receivable | Accounts receivable consist of: December 31, 2021 December 31, 2020 Accounts receivable - contracts in progress $ 13,886,454 $ 6,206,760 Accounts receivable - retainage 534,856 93,197 14,421,310 6,299,957 Allowance for doubtful accounts (84,000 ) (84,000 ) Total $ 14,337,310 $ 6,215,957 |
Contract Assets and Liabilities | Contract assets were as follows at December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Costs in excess of billings $ 3,451,705 $ 216,261 Unbilled receivables, included in costs in excess of billings 552,274 1,138,341 4,003,979 1,354,602 Retainage 534,856 93,197 $ 4,538,835 $ 1,447,799 Contract liabilities were as follows at December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Billings in excess of costs $ 2,388,501 $ 1,140,125 |
CONTRACTS IN PROGRESS (Tables)
CONTRACTS IN PROGRESS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
CONTRACTS IN PROGRESS [Abstract] | |
Contracts in Progress | Information with respect to contracts in progress are as follows: December 31, 2021 December 31, 2020 Expenditures to date on uncompleted contracts $ 13,715,664 $ 7,764,622 Estimated earnings thereon 2,783,733 2,178,868 16,499,397 9,943,490 Less billings to date (15,436,193 ) (10,867,354 ) 1,063,204 (923,864 ) Plus under billings remaining on contracts 100% complete 552,274 1,138,341 Total $ 1,615,478 $ 214,477 Included in accompany balance sheets under the following captions: December 31, 2021 December 31, 2020 Cost and estimated earnings in excess of billings $ 4,003,979 $ 1,354,602 Billings in excess of costs and estimated earnings on uncompleted contracts (2,388,501 ) (1,140,125 ) $ 1,615,478 $ 214,477 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LONG-TERM DEBT [Abstract] | |
Summary of Long-term Debt | A summary of long-term debt is as follows: December 31, 2021 December 31, 2020 NBT Bank, National Association, 4.25 monthly 5,869 $ 641,464 $ 683,268 NBT Bank, National Association, repaid in January 2021 - 12,050 NBT Bank, National Association, 4.20 monthly 3,293 216,533 246,135 NBT Bank, National Association, 4.15 monthly 3,677 174,525 210,475 NBT Bank, National Association, 4.20 monthly 5,598 376,651 426,624 NBT Bank, National Association, 4.85 monthly 2,932 48,039 80,001 Various vehicle loans, interest ranging from 0 10.09 monthly 34,878 1,147,255 294,799 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. 47,700 73,467 B. Riley Commercial Capital, LLC, 8.0% interest rate, payable in full on October 15, 2022 6,045,852 Unsecured note payable in connection with the PPP, established by the federal government Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which bears interest at 1% through April 2026. The Company has not yet applied for forgiveness. 2,591,500 - December 31, 2021 December 31, 2020 CSA 5: Payable in monthly installments of $2,414, including interest at 5.5%, due August 2026. 118,997 - CSA 17: Payable in monthly installments of $2,414, including interest at 5.5%. The interest rate will become variable at the VEDA Prime Rate from April 2025 through maturity in April 2027. 132,563 - CSA 36: Payable in monthly installments of $2,414, including interest at 5.5%. The interest rate will become variable at the VEDA Prime Rate from June 2025 through maturity in June 2027. 137,213 - CSA 5: Payable in monthly interest only installments of $1,104 through August 2019; then payments of $552, representing half of monthly interest only payments, through August 2026 with other half of interest only payments capitalized into principal; then $2,485 monthly payments of principal and interest, with a balloon payment of $20,142 due August 2034; interest at 11.25% throughout the loan term. 117,712 - CSA 17: Payable in monthly interest only installments of $1,104 through April 2020; then payments of $552, representing half of monthly interest only payments, through April 2027 with other half of interest only payments capitalized into principal; then $2,485 monthly payments of principal and interest, with a balloon payment of $20,142 due April 2035; interest at 11.25% throughout the loan term. 117,712 - CSA 36: Payable in monthly interest only installments of $1,104 through June 2020; then payments of $552, representing half of monthly interest only payments, through June 2027 with other half of interest only payments capitalized into principal; then $2,485 monthly payments of principal and interest, with a balloon payment of $20,142 due June 2035; interest at 11.25% throughout the loan term. 117,712 - Equipment loans 94,493 - Easement liabilities 31,081 - 12,157,002 2,026,819 Less current portion (6,694,296 ) (308,394 ) 5,462,706 1,718,425 Less debt issuance costs (313,851 ) (16,930 ) Long-term debt $ 5,148,855 $ 1,701,495 |
Maturities of Long-term Debt | Maturities of long-term debt are as follows: Year ending December 31: Amount 2022 $ 6,694,296 2023 577,240 2024 532,735 2025 442,963 2026 2,932,173 Thereafter 977,595 $ 12,157,002 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 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: Year ending December 31: Amount 2022 $ 818,765 2023 783,878 2024 778,540 2025 768,149 2026 705,029 Thereafter 1,328,415 $ 5,182,776 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
WARRANTS [Abstract] | |
Warrants | December 31, 2021 December 31, 2020 Beginning balance 4,163,926 4,194,144 Granted - - Exercised (3,641,018 ) (30,218 ) Redeemed (453,764 ) - Ending balance 69,144 4,163,926 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 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 December 31, 2021 Mark-to-Market Measurement at December 31, 2020 Risk-free rate 0.06 % 0.214 % Remaining term in years 2.47 3.47 Expected volatility 152.90 % 81.0 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 5.96 $ 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 December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ - $ - $ - $ - Private Warrants 148,013 - - 148,013 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: December 31, 2021 December 31, 2020 Beginning balance $ 350,455 $ 70,680 Fair value adjustment – Warrant liability (202,442 ) 279,775 Ending balance $ 148,013 $ 350,455 |
UNION ASSESSMENTS (Tables)
UNION ASSESSMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
UNION ASSESSMENTS [Abstract] | |
Union Assessments | During the years ended December 31, 2021 and 2020, the Company incurred the following union assessments. December 31, 2021 December 31, 2020 Pension fund $ 321,920 $ 310,023 Welfare fund 981,427 971,720 National employees benefit fund 91,180 90,993 Joint apprenticeship and training committee 33,163 20,233 401(k) matching 110,840 43,998 Total $ 1,538,530 $ 1,436,967 |
Multiemployer Pension Plans | Details of significant multiemployer pension plans as of and for the periods indicated, based upon information available to the Company from plan administrators as well as publicly available information on the U.S. Department of Labor website, are provided in the following table: Multiemployer Employer Identification Plan Contributions For the Years Ended December 31, Expiration Date of Pension Protection Act Zone Status FIP/RP Pension Plan Number Number 2021 2020 CBA 2021 As of 2020 As of Status Surcharge National Electrical Benefit Fund 53-0181657 1 91,180 90,993 5/31/2022 Green 12/31/2020 Green 12/31/2019 NA No |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES [Abstract] | |
Provision for Income Taxes | The provision for income taxes for the year ended December 31, 2021 and 2020 consists of the following: 2021 2020 Current Federal $ (658 ) $ - State (5,010 ) 750 Total Current (5,668 ) 750 Deferred Federal (1,446,680 ) (369,705 ) State (462,493 ) (118,218 ) Total Deferred $ (1,909,173 ) (487,923 ) Benefit for Income Taxes $ (1,914,841 ) $ (487,173 ) |
Deferred Tax Assets and Liabilities | The Company’s total deferred tax assets and liabilities at December 31, 2021 and 2020 are as follows: 2021 2020 Deferred tax assets (liabilities) Accruals and reserves $ 169,693 $ 23,758 Tax credits 514,216 - Net operating loss 6,182,372 812,996 Total deferred tax assets 6,866,281 836,754 Property and equipment (3,465,745 ) (1,447,312 ) Intangibles (3,856,597 ) - Stock-based compensation (315,595 ) - Total deferred tax liabilities (7,637,937 ) (1,447,312 ) Net deferred tax liability $ (771,656 ) $ (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: 2021 2020 Income tax expense at federal statutory rate $ (1,683,335 ) $ (308,119 ) Paycheck Protection Program tax exempt loan forgiveness (420,000 ) (412,295 ) Permanent differences 22,627 44,816 Permanent differences for change in fair value of warrants (205,044 ) 204,904 Stock compensation subject to §162(m) limitation 204,752 - Non-deductible intangible assets 833,399 - Other adjustments 3,852 15,726 State and local taxes net of federal benefit (671,092 ) (32,205 ) Income tax benefit $ (1,914,841 ) $ (487,173 ) |
CAPTIVE INSURANCE (Tables)
CAPTIVE INSURANCE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
CAPTIVE INSURANCE [Abstract] | |
Captive Insurance | Summary financial information on NCL as of September 30, 2021 is: Total assets $ 133,377,815 Total liabilities $ 63,743,334 Comprehensive income $ 12,495,600 NCL’s fiscal year end is September 30, 2021. December 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) 40,263 3,320 Total $ 270,430 $ 198,105 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
Related Party Transactions | The amounts below include amounts due to/from stockholders as of December 31, 2021 and December 31, 2020: December 31, 2021 December 31, 2020 Due to stockholders consists of unsecured notes to stockholders with interest at the mid-term AFR rate ( 1.60 $ - $ 24,315 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
EARNINGS (LOSS) PER SHARE [Abstract] | |
Potential Share Issuances Excluded from Computation of 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. Years Ended December 31, 2021 2020 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 Warrants to purchase Common Stock, from Jensyn’s IPO 34,572 2,277,141 Warrants to purchase Common Stock, from Solar Project Partners, LLC. Exchange and Subscription Agreement - 275,000 Conversion of Preferred Stock to Common Stock from GreenSeed Investors, LLC Exchange and Subscription Agreement - 370,370 Unvested restricted stock awards 160,667 - Unvested options to purchase Common Stock 201,334 - Totals 825,573 3,351,511 |
RESTRICTED STOCK AND STOCK OP_2
RESTRICTED STOCK AND STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
RESTRICTED STOCK AND STOCK OPTIONS [Abstract] | |
Stock Options | December 31, 2021 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2021 - $ - Granted 302,000 $ 1.49 Exercised 100,666 $ 1.49 Outstanding, ending December 31, 2021 201,334 $ 1.49 Exercisable at December 31, 2021 - $ - |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INVESTMENTS [Abstract] | |
Investments | Investments consist of: December 31, 2021 December 31, 2020 GreenSeed Investors, LLC $ 4,324,444 $ 4,724,444 Investment in Solar Project Partners, LLC 96,052 96,052 Investment in Gemini Electric Mobility Co. 2,000,000 - Investment in NAD Grid Corp. d/b/a AmpUp 1,000,000 - Investment in Encore Renewables 5,000,000 - Total $ 12,420,496 $ 4,820,496 |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLES [Abstract] | |
Intangibles | The Company’s intangible assets at December 31, 2021 consist of: Amortization periods December 31, 2021 iSun Trademark and Brand 10 Years $ 3,007,033 Intellectual property 10 Years 1,000,000 Backlog of projects 12 Months 3,220,000 SunCommon Trademark and Brand 10 Years 11,980,000 Accumulated amortization (300,703 ) $ 18,906,330 |
Future Amortization Expense | Estimated future amortization expense for the Company’s intangible assets as of December 31, 2021 is as follows: Cost 2022 $ 4,818,703 2023 1,598,703 2024 1,598,703 2025 1,598,703 2026 1,598,703 Thereafter 7,692,815 Total $ 18,906,330 |
SUMMARY OF OPERATIONS AND SIG_4
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Revenue Recognition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition [Abstract] | ||
Pre-contract costs | $ 0 | $ 0 |
Revenue | $ 45,311,660 | 21,052,211 |
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 | 45,311,660 | 21,052,211 |
Solar Operations [Member] | ||
Revenue Recognition [Abstract] | ||
Revenue | 40,511,603 | 17,354,852 |
Solar Operations [Member] | Residential [Member] | ||
Revenue Recognition [Abstract] | ||
Revenue | 12,524,520 | 86,774 |
Solar Operations [Member] | Commercial and Industrial [Member] | ||
Revenue Recognition [Abstract] | ||
Revenue | 26,613,352 | 17,268,078 |
Solar Operations [Member] | Utility [Member] | ||
Revenue Recognition [Abstract] | ||
Revenue | 1,373,731 | 0 |
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 | 40,511,603 | 17,354,852 |
Electric Operations [Member] | ||
Revenue Recognition [Abstract] | ||
Revenue | 3,631,105 | 2,459,373 |
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 | 3,631,105 | 2,459,373 |
Data and Network Operations [Member] | ||
Revenue Recognition [Abstract] | ||
Revenue | 1,168,952 | 1,237,986 |
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 | $ 1,168,952 | $ 1,237,986 |
SUMMARY OF OPERATIONS AND SIG_5
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Accounts Receivable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable [Abstract] | ||
Allowance for doubtful accounts | $ 84,000 | $ 84,000 |
SUMMARY OF OPERATIONS AND SIG_6
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Project Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Project Assets [Member] | ||
Movement in Property, Plant and Equipment [Roll Forward] | ||
Additions | $ 0 | $ 0 |
SUMMARY OF OPERATIONS AND SIG_7
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Minimum value to record property and equipment at cost | $ 1,000 | |
Depreciation expense | $ 681,272 | $ 585,690 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Useful life | 39 years | |
Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Useful life | 3 years | |
Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Useful life | 5 years | |
Tools and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Useful life | 3 years | |
Tools and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Useful life | 7 years | |
Solar Arrays [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Useful life | 20 years | |
Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Useful life | 3 years | |
Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Abstract] | ||
Useful life | 7 years |
SUMMARY OF OPERATIONS AND SIG_8
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Concentration and Credit Risks (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Concentration and Credit Risks [Abstract] | ||
Uninsured cash balances | $ 914,000 | $ 422,000 |
SUMMARY OF OPERATIONS AND SIG_9
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Deferred Finance Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Finance Costs [Abstract] | ||
Deferred finance costs | $ 400,000 | $ 0 |
Amortization expense | $ 103,078 | $ 3,073 |
SUMMARY OF OPERATIONS AND SI_10
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Goodwill (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Goodwill impairment | $ 0 | $ 0 |
SUMMARY OF OPERATIONS AND SI_11
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Debt Extinguishment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Extinguishment [Abstract] | ||
Gain on forgiveness of PPP loan | $ 2,000,000 | $ 1,496,468 |
SUMMARY OF OPERATIONS AND SI_12
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Inventory (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Abstract] | ||
Inventory allowance | $ 0 | $ 0 |
SUMMARY OF OPERATIONS AND SI_13
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES, Segment Information (Details) | 12 Months Ended |
Dec. 31, 2021Segment | |
Segment Information [Abstract] | |
Number of reportable segments | 1 |
ACQUISITIONS, iSun Energy, LLC
ACQUISITIONS, iSun Energy, LLC (Details) | Jan. 19, 2021USD ($)shares | Apr. 12, 2021shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 30, 2020$ / shares |
Acquisition [Abstract] | |||||
Shares issued upon exercise of warrants (in shares) | shares | 1,820,509 | 1,820,509 | |||
Intangible assets | $ 18,906,330 | $ 0 | |||
Intangible assets, accumulated amortization | 300,703 | ||||
Intangible assets, amortization expense | 300,703 | 0 | |||
iSun Energy LLC [Member] | |||||
Acquisition [Abstract] | |||||
Share price (in dollars per share) | $ / shares | $ 6.01 | ||||
Intangible assets | 2,700,000 | ||||
Intangible assets, accumulated amortization | $ 300,000 | ||||
Estimated useful life | 10 years | ||||
Intangible assets, amortization expense | $ 300,000 | $ 0 | |||
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 consideration | 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 |
ACQUISITIONS, Assignment Agreem
ACQUISITIONS, Assignment Agreement (Details) - USD ($) | Apr. 06, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Assignment Agreement [Abstract] | |||
Intangible assets | $ 18,906,330 | $ 0 | |
Intangible assets, amortization expense | 300,703 | $ 0 | |
Hartsel Project [Member] | |||
Assignment Agreement [Abstract] | |||
Solar investment tax credit | 30.00% | ||
iSun Utility [Member] | |||
Assignment Agreement [Abstract] | |||
Intangible assets | $ 1,000,000 | ||
Estimated useful life | 10 years | ||
Intangible assets, amortization expense | $ 0 | ||
iSun Utility [Member] | Project IP [Member] | |||
Assignment Agreement [Abstract] | |||
Total consideration | $ 2,700,000 | ||
Consideration due immediately | 1,000,000 | ||
iSun Utility [Member] | Project IP [Member] | Payable Upon Achievement of Certain Milestones [Member] | |||
Assignment Agreement [Abstract] | |||
Contingent consideration payable | 1,700,000 | ||
iSun Utility [Member] | Hartsel Project [Member] | Payable Upon Achievement of Certain Milestones [Member] | |||
Assignment Agreement [Abstract] | |||
Contingent consideration payable | 700,000 | ||
iSun Utility [Member] | Hartsel Project [Member] | Payable for Key Development Milestones [Member] | |||
Assignment Agreement [Abstract] | |||
Contingent consideration payable | $ 1,000,000 |
ACQUISITIONS, Business Combinat
ACQUISITIONS, Business Combination - SolarCommunities, Inc. (Details) - USD ($) | Oct. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value of Identifiable Liabilities Assumed [Abstract] | |||
Goodwill | $ 36,907,437 | $ 0 | |
SolarCommunities, Inc. [Member] | |||
Business Combination [Abstract] | |||
Earn out provision | $ 6,800,000 | ||
Purchase Price [Abstract] | |||
Fair value of iSun's shares of Common Stock issued (1,810,955 shares), at $8.816 per share | 15,965,027 | ||
Cash paid | 25,534,621 | ||
Earnout provision | 6,800,000 | ||
Total consideration transferred | $ 48,300,000 | ||
Shares issued (in shares) | 1,810,955 | ||
Share price (in dollars per share) | $ 8.816 | ||
Fair Value of Identifiable Assets Acquired [Abstract] | |||
Cash and cash equivalents | $ 581,000 | ||
Accounts receivable | 3,409,000 | ||
Inventory | 2,653,000 | ||
Contract assets | 610,000 | ||
Premises and equipment | 4,447,000 | ||
Other current assets | 762,000 | ||
Total identifiable assets | 27,662,000 | ||
Fair Value of Identifiable Liabilities Assumed [Abstract] | |||
Accounts payable and accrued liabilities | 5,562,000 | ||
Contract liabilities | 1,103,000 | ||
Customer deposits | 355,000 | ||
Deferred tax liabilities | 2,070,000 | ||
Loans payable | 6,282,000 | ||
Other liabilities | 17,000 | ||
Total identifiable liabilities | 15,389,000 | ||
Net assets acquired including identifiable intangible assets | 12,273,000 | ||
Goodwill | 36,027,000 | ||
Transaction costs | $ 1,235,000 | ||
SolarCommunities, Inc. [Member] | Maximum [Member] | |||
Purchase Price [Abstract] | |||
Earnout provision | 10,000,000 | ||
SolarCommunities, Inc. [Member] | Trademark and Brand [Member] | |||
Fair Value of Identifiable Assets Acquired [Abstract] | |||
Intangible assets | 11,980,000 | ||
SolarCommunities, Inc. [Member] | Backlog [Member] | |||
Fair Value of Identifiable Assets Acquired [Abstract] | |||
Intangible assets | 3,220,000 | ||
SolarCommunities, Inc. [Member] | Accrued Expenses [Member] | |||
Business Combination [Abstract] | |||
Earn out provision current liability | 3,500,000 | ||
SolarCommunities, Inc. [Member] | Other Liabilities [Member] | |||
Business Combination [Abstract] | |||
Earn out provision long-term liability | $ 3,300,000 |
ACQUISITIONS, Business Combin_2
ACQUISITIONS, Business Combination - Liberty Electric, Inc. (Details) - USD ($) | Nov. 18, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value of Identifiable Liabilities Assumed [Abstract] | |||
Goodwill | $ 36,907,437 | $ 0 | |
Liberty Electric, Inc. [Member] | |||
Purchase Price [Abstract] | |||
Fair value of iSun's shares of Common Stock issued (29,749 shares), at $8.4035 per share | $ 250,000 | ||
Cash paid | 1,195,000 | ||
Earnout provision | 0 | ||
Total consideration transferred | $ 1,445,000 | ||
Shares issued (in shares) | 29,749 | ||
Share price (in dollars per share) | $ 8.4035 | ||
Fair Value of Identifiable Assets Acquired [Abstract] | |||
Accounts receivable | $ 562,000 | ||
Inventory | 90,000 | ||
Contract assets | 97,000 | ||
Premises and equipment | 38,000 | ||
Other current assets | 2,000 | ||
Total identifiable assets | 789,000 | ||
Fair Value of Identifiable Liabilities Assumed [Abstract] | |||
Accounts payable and accrued liabilities | 219,000 | ||
Contract liabilities | 5,000 | ||
Total identifiable liabilities | 224,000 | ||
Net assets acquired including identifiable intangible assets | 565,000 | ||
Goodwill | 880,000 | ||
Liberty Electric, Inc. [Member] | Maximum [Member] | |||
Business Combination [Abstract] | |||
Earn out provision | $ 300,000 |
ACQUISITIONS, Pro Forma Informa
ACQUISITIONS, Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Solar Communities, Inc. and Liberty Electric Inc. [Member] | ||||
Pro Forma Information [Abstract] | ||||
Revenue, net | $ 72,501 | $ 58,524 | ||
Net loss | $ (9,202) | $ (2,147) | ||
Weighted average shares of common stock outstanding, basic (in shares) | 10,657,665 | 7,112,386 | ||
Weighted average shares of common stock outstanding, diluted (in shares) | 10,657,665 | 7,112,386 | ||
Net loss per share, basic (in dollars per share) | $ (0.86) | $ (0.30) | ||
Net loss per share, diluted (in dollars per share) | $ (0.86) | $ (0.30) | ||
SolarCommunities, Inc. [Member] | ||||
Pro Forma Information [Abstract] | ||||
Revenue since acquisition date | $ 12,500 | |||
Liberty Electric, Inc. [Member] | ||||
Pro Forma Information [Abstract] | ||||
Revenue since acquisition date | $ 700 |
LIQUIDITY AND FINANCIAL CONDI_2
LIQUIDITY AND FINANCIAL CONDITION (Details) | Jan. 08, 2021USD ($)Investor$ / sharesshares | Mar. 31, 2022USD ($)shares | Apr. 12, 2021USD ($)shares | Dec. 31, 2021USD ($)MWshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) |
Liquidity and Financial Condition [Abstract] | ||||||
Cash | $ 2,242,083 | $ 699,154 | ||||
Working capital deficit | (10,300,000) | |||||
Total stockholders' equity | 59,858,291 | $ 7,882,271 | $ 3,868,078 | |||
Short-term loan | 6,000,000 | |||||
Non-cash liabilities | $ 2,000,000 | |||||
Term of delay in operations | 6 months | |||||
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 sale of Common Stock | $ 10,500,000 | $ 7,166,993 | ||||
Shares offered in Registration Statement | 50,000,000 | |||||
Potential gross proceeds available from sales of Common Stock pursuant to S-3 Registration Statement | $ 39,500,000 | |||||
Sale of Common Stock under ATM offerings (in shares) | shares | 1,847,505 | 887,551 | ||||
Number of warrants exercised (in shares) | shares | 3,641,018 | 3,641,018 | 30,218 | |||
Shares issued upon exercise of warrants (in shares) | shares | 1,820,509 | 1,820,509 | ||||
Proceeds from exercise of warrants | $ 20,906,015 | $ 20,906,015 | $ 173,753 | |||
Plan [Member] | ||||||
Liquidity and Financial Condition [Abstract] | ||||||
Potential gross proceeds available from sales of Common Stock pursuant to S-3 Registration Statement | $ 21,200,000 | |||||
Residential Division [Member] | ||||||
Liquidity and Financial Condition [Abstract] | ||||||
Customer orders | $ 19,200,000 | |||||
Residential Division [Member] | Minimum [Member] | ||||||
Liquidity and Financial Condition [Abstract] | ||||||
Completion period | 4 months | |||||
Residential Division [Member] | Maximum [Member] | ||||||
Liquidity and Financial Condition [Abstract] | ||||||
Completion period | 6 months | |||||
Commercial Division [Member] | ||||||
Liquidity and Financial Condition [Abstract] | ||||||
Contracted backlog | $ 9,300,000 | |||||
Commercial Division [Member] | Minimum [Member] | ||||||
Liquidity and Financial Condition [Abstract] | ||||||
Completion period | 6 months | |||||
Commercial Division [Member] | Maximum [Member] | ||||||
Liquidity and Financial Condition [Abstract] | ||||||
Completion period | 8 months | |||||
Industrial Division [Member] | ||||||
Liquidity and Financial Condition [Abstract] | ||||||
Contracted backlog | $ 73,800,000 | |||||
Industrial Division [Member] | Minimum [Member] | ||||||
Liquidity and Financial Condition [Abstract] | ||||||
Completion period | 12 months | |||||
Industrial Division [Member] | Maximum [Member] | ||||||
Liquidity and Financial Condition [Abstract] | ||||||
Completion period | 18 months | |||||
Utility Division [Member] | ||||||
Liquidity and Financial Condition [Abstract] | ||||||
Projects under development | MW | 550 |
ACCOUNTS RECEIVABLE, Accounts R
ACCOUNTS RECEIVABLE, Accounts Receivable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable [Abstract] | ||
Accounts receivable | $ 14,421,310 | $ 6,299,957 |
Allowance for doubtful accounts | (84,000) | (84,000) |
Total | 14,337,310 | 6,215,957 |
Bad debt expense | 0 | 164,292 |
Contracts in Progress [Member] | ||
Accounts Receivable [Abstract] | ||
Accounts receivable | 13,886,454 | 6,206,760 |
Retainage [Member] | ||
Accounts Receivable [Abstract] | ||
Accounts receivable | $ 534,856 | $ 93,197 |
ACCOUNTS RECEIVABLE, Contract A
ACCOUNTS RECEIVABLE, Contract Assets and Contract Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Contract Assets [Abstract] | ||
Costs in excess of billings | $ 3,451,705 | $ 216,261 |
Unbilled receivables, included in costs in excess of billings | 552,274 | 1,138,341 |
Costs and estimated earnings in excess of billings | 4,003,979 | 1,354,602 |
Retainage | 534,856 | 93,197 |
Contract assets | 4,538,835 | 1,447,799 |
Contract Liabilities [Abstract] | ||
Billings in excess of costs | $ 2,388,501 | $ 1,140,125 |
CONTRACTS IN PROGRESS (Details)
CONTRACTS IN PROGRESS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Contracts in Progress [Abstract] | ||
Contract costs | $ 16,499,397 | $ 9,943,490 |
Less billings to date | (15,436,193) | (10,867,354) |
Contract costs, net of billings | 1,063,204 | (923,864) |
Plus under billings remaining on contracts 100% complete | 552,274 | 1,138,341 |
Total | 1,615,478 | 214,477 |
Contracts in Progress, Net [Abstract] | ||
Costs and estimated earnings in excess of billings | 4,003,979 | 1,354,602 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (2,388,501) | (1,140,125) |
Total | 1,615,478 | 214,477 |
Expenditures on Uncompleted Contracts [Member] | ||
Contracts in Progress [Abstract] | ||
Contract costs | 13,715,664 | 7,764,622 |
Earnings on Uncompleted Contracts [Member] | ||
Contracts in Progress [Abstract] | ||
Contract costs | $ 2,783,733 | $ 2,178,868 |
LONG-TERM DEBT, Summary of Long
LONG-TERM DEBT, Summary of Long-term Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Long-Term Debt [Abstract] | ||
Long-term debt | $ 12,157,002 | $ 2,026,819 |
Less current portion | (6,694,296) | (308,394) |
Long-term debt, including debt issuance costs | 5,462,706 | 1,718,425 |
Less debt issuance costs | (313,851) | (16,930) |
Long-term debt | 5,148,855 | 1,701,495 |
NBT Bank, 4.25% Interest Rate [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 641,464 | 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 | $ 216,533 | 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 | $ 174,525 | 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 | $ 376,651 | 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 | $ 48,039 | 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 | $ 1,147,255 | 294,799 |
Frequency of payment | monthly | |
Installment payment | $ 34,878 | |
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 | 10.09% | |
National Bank of Middlebury [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 47,700 | 73,467 |
Floor interest rate | 3.95% | |
Term for payment of fixed interest rate | 5 years | |
Term for payment of variable interest rate | 10 years | |
Basis spread on variable rate | 2.75% | |
Frequency of payment | monthly | |
Installment payment | $ 2,388 | |
B. Riley Commercial Capital, LLC [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 6,045,852 | |
Interest rate | 8.00% | |
Unsecured Notes Payable in Connection with the PPP [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 2,591,500 | 0 |
Interest rate | 1.00% | |
CSA 5: Interest Rate 5.5% [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 118,997 | 0 |
Interest rate | 5.50% | |
Frequency of payment | monthly | |
Installment payment | $ 2,414 | |
CSA 17: Interest Rate 5.5% [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 132,563 | 0 |
Interest rate | 5.50% | |
Frequency of payment | monthly | |
Installment payment | $ 2,414 | |
CSA 36: Interest Rate 5.5% [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 137,213 | 0 |
Interest rate | 5.50% | |
Frequency of payment | monthly | |
Installment payment | $ 2,414 | |
CSA 5: Interest Rate 11.25% [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 117,712 | 0 |
Interest rate | 11.25% | |
Interest only payment | $ 1,104 | |
Half of interest only payment | $ 552 | |
Frequency of payment | monthly | |
Installment payment | $ 2,485 | |
Balloon payment | 20,142 | |
CSA 17: Interest Rate 11.25% [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 117,712 | 0 |
Interest rate | 11.25% | |
Interest only payment | $ 1,104 | |
Half of interest only payment | $ 552 | |
Frequency of payment | monthly | |
Installment payment | $ 2,485 | |
Balloon payment | 20,142 | |
CSA 36: Interest Rate 11.25% [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 117,712 | 0 |
Interest rate | 11.25% | |
Interest only payment | $ 1,104 | |
Half of interest only payment | $ 552 | |
Frequency of payment | monthly | |
Installment payment | $ 2,485 | |
Balloon payment | 20,142 | |
Equipment Loan [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | 94,493 | 0 |
Easement Liabilities [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 31,081 | $ 0 |
LONG-TERM DEBT, Maturities of L
LONG-TERM DEBT, Maturities of Long-term Debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Maturities of Long-term Debt [Abstract] | ||
2022 | $ 6,694,296 | |
2023 | 577,240 | |
2024 | 532,735 | |
2025 | 442,963 | |
2026 | 2,932,173 | |
Thereafter | 977,595 | |
Total | $ 12,157,002 | $ 2,026,819 |
LONG-TERM DEBT, Payroll Protect
LONG-TERM DEBT, Payroll Protection Loan (Details) - USD ($) | Dec. 06, 2021 | Dec. 01, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2021 | Jun. 30, 2020 | Apr. 24, 2020 |
Long-Term Debt [Abstract] | ||||||||
Gain on forgiveness of PPP loan | $ 2,000,000 | $ 1,496,468 | ||||||
PPP Loan [Member] | ||||||||
Long-Term Debt [Abstract] | ||||||||
Face amount | $ 2,000,000 | $ 2,591,500 | $ 1,487,624 | |||||
Gain on forgiveness of PPP loan | $ 2,000,000 | $ 1,496,468 | ||||||
PPP Loan [Member] | Plan [Member] | ||||||||
Long-Term Debt [Abstract] | ||||||||
Gain on forgiveness of PPP loan | $ 2,591,500 |
LINE OF CREDIT (Details)
LINE OF CREDIT (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Line of Credit Facility [Abstract] | ||
Line of credit | $ 4,468,298 | $ 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 | $ 4,468,298 | $ 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) | 12 Months Ended | |||||
Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($)Lease | Dec. 31, 2019Lease | Dec. 31, 2018Lease | Dec. 31, 2017Lease | Dec. 31, 2015Lease | |
Operating Leases [Abstract] | ||||||
Number of operating lease agreements entered into | Lease | 1 | 1 | 1 | 1 | 2 | |
Rent expense | $ 353,160 | $ 62,021 | ||||
Rent expense under short-term agreements | $ 700,375 | $ 228,667 | ||||
10-Year Lease Entered into in 2020 [Member] | Office Space [Member] | ||||||
Operating Leases [Abstract] | ||||||
Area under lease | ft² | 6,250 | |||||
10-Year Lease Entered into in 2020 [Member] | Warehouse [Member] | ||||||
Operating Leases [Abstract] | ||||||
Area under lease | ft² | 6,500 | |||||
Headquarters [Member] | 10-Year Lease Entered into in 2020 [Member] | ||||||
Operating Leases [Abstract] | ||||||
Term of operating lease | 10 years | |||||
Annual rent | $ 108,162 | |||||
Operating lease annual increase percentage | 2.00% | |||||
Office and Warehouse [Member] | ||||||
Operating Leases [Abstract] | ||||||
Monthly base rent | $ 7,100 | |||||
Office and Warehouse [Member] | Leases Expiring in May 2028 and August 2026 [Member] | ||||||
Operating Leases [Abstract] | ||||||
Monthly base rent | $ 27,500 | |||||
Operating lease annual increase percentage | 3.00% | |||||
Land [Member] | 25-Year Lease One Entered into in 2015 [Member] | ||||||
Operating Leases [Abstract] | ||||||
Term of operating lease | 25 years | |||||
Annual rent | $ 2,500 | |||||
Land [Member] | 25-Year Lease Two Entered into in 2015 [Member] | ||||||
Operating Leases [Abstract] | ||||||
Term of operating lease | 25 years | |||||
Annual rent | $ 2,500 | |||||
Operating lease annual increase percentage | 2.00% | |||||
Land [Member] | 20-Year Lease Entered into in 2017 [Member] | ||||||
Operating Leases [Abstract] | ||||||
Term of operating lease | 20 years | |||||
Annual rent | $ 3,500 | |||||
Operating lease annual increase percentage | 2.00% | |||||
Land [Member] | 20-Year Lease Entered into in 2018 [Member] | ||||||
Operating Leases [Abstract] | ||||||
Term of operating lease | 20 years | |||||
Annual rent | $ 26,000 | |||||
Equipment Used in Solar Installations [Member] | 2-Year Lease Entered into in 2019 [Member] | ||||||
Operating Leases [Abstract] | ||||||
Term of operating lease | 2 years | |||||
Annual rent | $ 49,805 | |||||
Vehicles and Office Equipment [Member] | Leases Expiring through June 2026 [Member] | ||||||
Operating Leases [Abstract] | ||||||
Aggregate monthly payments required | $ 35,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES, Future Minimum Lease Payments (Details) | Dec. 31, 2021USD ($) |
Future Minimum Lease Payments [Abstract] | |
2022 | $ 818,765 |
2023 | 783,878 |
2024 | 778,540 |
2025 | 768,149 |
2026 | 705,029 |
Thereafter | 1,328,415 |
Total future minimum lease payments | $ 5,182,776 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) | Apr. 12, 2021 | Apr. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
WARRANTS [Abstract] | ||||
Shares issued upon exercise of warrants (in shares) | 1,820,509 | 1,820,509 | ||
Proceeds from exercise of warrants | $ 20,906,015 | $ 20,906,015 | $ 173,753 | |
Number of Warrants [Abstract] | ||||
Outstanding, beginning (in shares) | 4,163,926 | 4,163,926 | 4,194,144 | |
Granted (in shares) | 0 | 0 | ||
Exercised (in shares) | (3,641,018) | (3,641,018) | (30,218) | |
Redeemed (in shares) | (453,764) | (453,764) | 0 | |
Outstanding, ending (in shares) | 69,144 | 4,163,926 | ||
Redemption price per share (in dollars per share) | $ 0.01 | |||
Public Warrants [Member] | ||||
Number of Warrants [Abstract] | ||||
Outstanding, ending (in shares) | 0 | 0 |
FAIR VALUE MEASUREMENTS, Fair V
FAIR VALUE MEASUREMENTS, Fair Value Measurement Inputs (Details) - Private Warrants [Member] | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements [Abstract] | ||
Remaining term in years | 2 years 5 months 19 days | 3 years 5 months 19 days |
Risk-free Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0006 | 0.00214 |
Expected Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 1.5290 | 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 | 5.96 | 5.95 |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant Liabilities | $ 0 | $ 773,956 |
Public Warrants [Member] | Level 1 [Member] | ||
Liabilities [Abstract] | ||
Warrant Liabilities | 0 | 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 | 148,013 | 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 | $ 148,013 | $ 350,455 |
FAIR VALUE MEASUREMENTS, Roll F
FAIR VALUE MEASUREMENTS, Roll Forward of Level 3 Instruments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unobservable Input Reconciliation [Roll Forward] | ||
Fair value adjustment | $ 976,398 | $ (975,728) |
Warrant Liability [Member] | ||
Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | 350,455 | 70,680 |
Fair value adjustment | (202,442) | 279,775 |
Ending balance | $ 148,013 | $ 350,455 |
UNION ASSESSMENTS, Union Assess
UNION ASSESSMENTS, Union Assessments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Union Assessments [Abstract] | ||
Union assessments incurred | $ 1,538,530 | $ 1,436,967 |
Pension Fund [Member] | ||
Union Assessments [Abstract] | ||
Union assessments incurred | 321,920 | 310,023 |
Welfare Fund [Member] | ||
Union Assessments [Abstract] | ||
Union assessments incurred | 981,427 | 971,720 |
National Employees Benefit Fund [Member] | ||
Union Assessments [Abstract] | ||
Union assessments incurred | 91,180 | 90,993 |
Joint Apprenticeship and Training Committee [Member] | ||
Union Assessments [Abstract] | ||
Union assessments incurred | 33,163 | 20,233 |
401(k) Matching [Member] | ||
Union Assessments [Abstract] | ||
Union assessments incurred | $ 110,840 | $ 43,998 |
UNION ASSESSMENTS, Multiemploye
UNION ASSESSMENTS, Multiemployer Pension Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Multiemployer Pension Plans [Abstract] | ||
Employer Identification Number | 530181657 | |
National Electrical Benefit Fund [Member] | ||
Multiemployer Pension Plans [Abstract] | ||
Plan Number | 001 | |
Contributions | $ 91,180 | $ 90,993 |
Expiration date of CBA | May 31, 2022 | |
Zone status | Green | Green |
FIP/RP Status | NA | |
Surcharge | No |
INCOME TAXES, Provision for Inc
INCOME TAXES, Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current [Abstract] | ||
Federal | $ (658) | $ 0 |
State | (5,010) | 750 |
Total current | (5,668) | 750 |
Deferred [Abstract] | ||
Federal | (1,446,680) | (369,705) |
State | (462,493) | (118,218) |
Total deferred | (1,909,173) | (487,923) |
Benefit for Income Taxes | $ (1,914,841) | $ (487,173) |
INCOME TAXES, Deferred Tax Asse
INCOME TAXES, Deferred Tax Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Tax Assets (Liabilities) [Abstract] | ||
Accruals and reserves | $ 169,693 | $ 23,758 |
Tax credits | 514,216 | 0 |
Net operating loss | 6,182,372 | 812,996 |
Total deferred tax assets | 6,866,281 | 836,754 |
Property and equipment | (3,465,745) | (1,447,312) |
Intangibles | (3,856,597) | 0 |
Stock-based compensation | (315,595) | 0 |
Total deferred tax liabilities | (7,637,937) | (1,447,312) |
Net deferred tax liability | (771,656) | (610,558) |
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 |
INCOME TAXES, Statutory to Effe
INCOME TAXES, Statutory to Effective Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2021 | Jun. 30, 2020 | Apr. 24, 2020 | |
Statutory to Effective Tax Rate Reconciliation [Abstract] | |||||
Income tax expense at federal statutory rate | $ (1,683,335) | $ (308,119) | |||
Paycheck Protection Program tax exempt loan forgiveness | (420,000) | (412,295) | |||
Permanent differences | 22,627 | 44,816 | |||
Permanent differences for change in fair value of warrants | (205,044) | 204,904 | |||
Stock compensation subject to 162(m) limitation | 204,752 | 0 | |||
Non-deductible intangible assets | 833,399 | 0 | |||
Other adjustments | 3,852 | 15,726 | |||
State and local taxes net of federal benefit | (671,092) | (32,205) | |||
Benefit for Income Taxes | (1,914,841) | $ (487,173) | |||
Income Taxes [Abstract] | |||||
Tax credit carryforwards | 514,000 | ||||
Valuation allowance | 0 | ||||
Federal [Member] | |||||
Income Taxes [Abstract] | |||||
Net operating losses | 23,000,000 | ||||
Net operating losses subject to expiration | 2,200,000 | ||||
Net operating losses not subject to expiration | 20,800,000 | ||||
PPP Loan [Member] | |||||
Income Taxes [Abstract] | |||||
Face amount | $ 2,000,000 | $ 2,591,500 | $ 1,487,624 | ||
Loan forgiven | $ 2,000,000 |
CAPTIVE INSURANCE (Details)
CAPTIVE INSURANCE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Captive Insurance [Abstract] | |||
Premiums paid | $ 248,450 | $ 189,958 | |
Summary Financial Information [Abstract] | |||
Total assets | 103,727,889 | 19,623,077 | |
Total liabilities | 43,869,598 | 11,740,806 | |
Investment in NCL [Abstract] | |||
Total | 270,430 | 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 | $ 133,377,815 | ||
Total liabilities | 63,743,334 | ||
Comprehensive income | $ 12,495,600 | ||
Investment in NCL [Abstract] | |||
Capital | 36,000 | 36,000 | |
Cash security | 194,167 | 158,785 | |
Investment income in excess of losses (incurred and reserves) | 40,263 | 3,320 | |
Total | 270,430 | $ 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 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||||
Due to stockholders | $ 0 | $ 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 | 59,530 | 286,964 | ||
Stockholders [Member] | Buyout of Minority Stockholder [Member] | ||||
Related Party Transactions [Abstract] | ||||
Due to stockholders | 38,530 | 602,463 | ||
Stockholders [Member] | Unsecured Notes [Member] | ||||
Related Party Transactions [Abstract] | ||||
Due to stockholders | $ 0 | 24,315 | ||
Mid-term AFR rate | 1.60% | |||
Minority Stockholder [Member] | Sale of Building [Member] | ||||
Related Party Transactions [Abstract] | ||||
Due to stockholders | $ 21,000 | $ 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 | $ 58,884 | |
Solar management fee | 24.50% |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings (Loss) per Share [Abstract] | ||
Antidilutive securities excluded from EPS calculation (in shares) | 825,573 | 3,351,511 |
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) | 34,572 | 2,277,141 |
Warrants to Purchase Common Stock from Solar Project Partners, LLC Exchange and Subscription Agreement [Member] | Solar Project Partners, LLC [Member] | ||
Earnings (Loss) per Share [Abstract] | ||
Antidilutive securities excluded from EPS calculation (in shares) | 0 | 275,000 |
Conversion of Preferred Stock to Common Stock from Green Seed Investors LLC Exchange and Subscription Agreement [Member] | GreenSeed Investors, LLC [Member] | ||
Earnings (Loss) per Share [Abstract] | ||
Antidilutive securities excluded from EPS calculation (in shares) | 0 | 370,370 |
Unvested Restricted Stock Awards [Member] | ||
Earnings (Loss) per Share [Abstract] | ||
Antidilutive securities excluded from EPS calculation (in shares) | 160,667 | 0 |
Unvested Options to Purchase Common Stock [Member] | ||
Earnings (Loss) per Share [Abstract] | ||
Antidilutive securities excluded from EPS calculation (in shares) | 201,334 | 0 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) - USD ($) | Apr. 22, 2020 | Dec. 31, 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 | ||
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 | ||
Minimum [Member] | |||
Preferred Stock [Abstract] | |||
Conversion price (in dollars per share) | $ 15 | ||
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 | ||
Series A Preferred Stock [Member] | |||
Preferred Stock [Abstract] | |||
Preferred stock, shares designated (in shares) | 200,000 | ||
Shares issued pursuant to Exchange Agreement (in shares) | 200,000 |
RESTRICTED STOCK AND STOCK OP_3
RESTRICTED STOCK AND STOCK OPTIONS, Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Exercise Price [Abstract] | ||
Option to purchase Common Stock, from Jensyn's IPO (in shares) | 429,000 | |
Proceeds from options exercised | $ 149,993 | $ 0 |
Stock Options [Member] | ||
Options [Abstract] | ||
Number of shares available for grant (in shares) | 201,334 | |
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) | 100,666 | |
Outstanding (in shares) | 201,334 | 0 |
Exercisable (in shares) | 0 | |
Weighted Average Exercise Price [Abstract] | ||
Outstanding (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 1.49 | |
Exercised (in dollars per share) | 1.49 | |
Outstanding (in dollars per share) | $ 1.49 | $ 0 |
Aggregate intrinsic value of options outstanding | $ 900,000 | |
Share price (in dollars per share) | $ 5.96 | |
Stock-based compensation expense | $ 1,100,000 | $ 0 |
Unrecognized stock-based compensation expense | 600,000 | |
Proceeds from options exercised | $ 100,000 | |
Stock Options [Member] | Maximum [Member] | ||
Weighted Average Exercise Price [Abstract] | ||
Period for recognition | 3 years |
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 | 12 Months Ended | ||
Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 17, 2021 | |
Equity Incentive Plan [Member] | ||||
Restricted Stock [Abstract] | ||||
Available shares of common Stock (in shares) | 3,000,000 | |||
Restricted Stock [Member] | Officers [Member] | ||||
Restricted Stock [Abstract] | ||||
Granted (in dollars per share) | $ 6.15 | |||
Granted (in shares) | 241,000 | |||
Stock-based compensation expense | $ 0.9 | $ 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 | $ 0.3 | $ 0 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) | Nov. 24, 2021 | May 06, 2021 | Mar. 18, 2021 | Apr. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 08, 2021 |
Investments [Abstract] | |||||||
Investment | $ 12,420,496 | $ 4,820,496 | |||||
Unit price (in dollars per share) | $ 12.50 | ||||||
Minority investments | 8,000,000 | $ 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] | |||||||
Shares issued pursuant to Exchange Agreement (in shares) | 0 | ||||||
Warrant converted to common stock (in shares) | 117,376 | ||||||
GreenSeed Investors, LLC [Member] | |||||||
Investments [Abstract] | |||||||
Investment | $ 4,324,444 | $ 4,724,444 | |||||
Fair value of investment | $ 5,000,000 | ||||||
Warrants exercise price (in dollars per share) | $ 15 | ||||||
Return of capital | 400,000 | ||||||
GreenSeed Investors, LLC [Member] | Other Current Assets [Member] | |||||||
Investments [Abstract] | |||||||
Dividends receivable | $ 100,000 | ||||||
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 | $ 2,000,000 | 0 | |||||
Minority investments | $ 500,000 | $ 1,500,000 | |||||
NAD Grid Corp. d/b/a AmpUp [Member] | |||||||
Investments [Abstract] | |||||||
Investment | 1,000,000 | 0 | |||||
Minority investments | $ 1,000,000 | ||||||
Encore Renewables [Member] | |||||||
Investments [Abstract] | |||||||
Investment | $ 5,000,000 | $ 0 | |||||
Minority investments | $ 5,000,000 | ||||||
Ownership interest | 9.10% |
INTANGIBLES (Details)
INTANGIBLES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets [Abstract] | ||
Accumulated amortization | $ (300,703) | |
Total | 18,906,330 | $ 0 |
Future Amortization Expense [Abstract] | ||
2022 | 4,818,703 | |
2023 | 1,598,703 | |
2024 | 1,598,703 | |
2025 | 1,598,703 | |
2026 | 1,598,703 | |
Thereafter | 7,692,815 | |
Total | $ 18,906,330 | $ 0 |
iSun Energy LLC [Member] | ||
Intangible Assets [Abstract] | ||
Amortization period | 10 years | |
Accumulated amortization | $ (300,000) | |
Total | 2,700,000 | |
Future Amortization Expense [Abstract] | ||
Total | $ 2,700,000 | |
Trademark and Brand [Member] | ||
Intangible Assets [Abstract] | ||
Amortization period | 10 years | |
Cost | $ 11,980,000 | |
Trademark and Brand [Member] | iSun Energy LLC [Member] | ||
Intangible Assets [Abstract] | ||
Amortization period | 10 years | |
Cost | $ 3,007,033 | |
Intellectual Property [Member] | ||
Intangible Assets [Abstract] | ||
Amortization period | 10 years | |
Cost | $ 1,000,000 | |
Backlog of Projects [Member] | ||
Intangible Assets [Abstract] | ||
Amortization period | 12 months | |
Cost | $ 3,220,000 |
STOCK REDEMPTION (Details)
STOCK REDEMPTION (Details) - USD ($) | Jan. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
STOCK REDEMPTION [Abstract] | |||
Redemption of shares of Common Stock (in shares) | 34,190 | ||
Redemption price (in dollars per share) | $ 19.68 | ||
Term used to average closing prices of common stock | 5 days | ||
Redemption of shares of Common Stock | $ 672,859 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Mar. 14, 2022 | Jan. 08, 2021 | Apr. 14, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Events [Abstract] | ||||||
Sale of Common Stock under ATM offerings (in shares) | 1,847,505 | 887,551 | ||||
Gross proceeds from sale of common stock | $ 10,500,000 | $ 7,166,993 | ||||
Net proceeds from sale of common stock after issuance costs | 6,866,466 | $ 0 | ||||
Repayment of debt | $ 4,997,202 | $ 416,143 | ||||
Subsequent Event [Member] | ||||||
Subsequent Events [Abstract] | ||||||
Sale of Common Stock under ATM offerings (in shares) | 2,049,006 | |||||
Gross proceeds from sale of common stock | $ 11,970,000 | |||||
Share price (in dollars per share) | $ 5.84 | |||||
Net proceeds from sale of common stock after issuance costs | $ 11,610,000 | |||||
Share price after issuance costs (in dollars per share) | $ 5.66 | |||||
Face amount | $ 10,000,000 | |||||
Repayment of debt | 10,000,000 | |||||
Accrued interest | $ 224,000 | |||||
Shares purchased (in shares) | 549,690 | |||||
Shares purchased | $ 4,861,810 |