Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | PECK Co HOLDINGS, INC. | |
Entity Central Index Key | 0001634447 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,474,695 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 25,974 | $ 313,217 |
Accounts receivable, net of allowance | 4,380,905 | 2,054,413 |
Costs and estimated earnings in excess of billings | 1,603,640 | 718,984 |
Due from stockholders | 2,858 | 2,858 |
Total current assets | 6,013,377 | 3,089,472 |
Property and equipment: | ||
Building and improvements | 672,727 | 666,157 |
Vehicles | 1,187,968 | 1,147,371 |
Tools and equipment | 511,329 | 493,760 |
Solar arrays | 6,386,025 | 6,386,025 |
Property plant and equipment, gross | 8,758,049 | 8,693,313 |
Less accumulated depreciation | (1,882,827) | (1,571,774) |
Property plant and equipment, net | 6,875,222 | 7,121,539 |
Other Assets: | ||
Captive insurance investment | 139,038 | 80,823 |
Due from stockholders | 250,000 | 250,000 |
Cash surrender value - life insurance | 225,263 | 224,530 |
Other assets | 614,301 | 555,353 |
Total assets | 13,502,900 | 10,766,364 |
Current Liabilities: | ||
Accounts payable | 2,497,412 | 1,495,785 |
Accrued expenses | 258,506 | 236,460 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 720,793 | 180,627 |
Accrued losses on contract in progress | 0 | 9,128 |
Due to stockholders | 721,347 | 33,463 |
Line of credit | 1,554,258 | 972,524 |
Current portion of deferred compensation | 27,057 | 27,057 |
Current portion of long-term debt | 633,363 | 410,686 |
Total current liabilities | 6,412,736 | 3,365,730 |
Long-term liabilities: | ||
Deferred compensation, net of current portion | 103,335 | 116,711 |
Deferred tax liability | 1,506,362 | 0 |
Long-term debt, net of current portion | 1,798,783 | 2,212,885 |
Long-term liabilities | 3,408,480 | 2,329,596 |
Stockholders' equity: | ||
Preferred stock - .001 par value 1,000,000 shares authorized, 0 issued and outstanding | 0 | 0 |
Common stock - .001 par value 49,000,000 shares authorized, 5,474,695 shares issued and outstanding | 547 | 323 |
Additional paid-in capital | 423,530 | 552,630 |
Retained earnings | 3,257,607 | 4,518,085 |
Stockholders' equity | 3,681,684 | 5,071,038 |
Liabilities and Stockholders' equity | $ 13,502,900 | $ 10,766,364 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ .001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ .001 |
Common stock, shares authorized | 49,000,000 | 49,000,000 |
Common stock, shares issued | 5,474,695 | 5,474,695 |
Common stock, shares outstanding | 5,474,695 | 5,474,695 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Earned revenue | $ 6,281,813 | $ 4,596,683 | $ 10,128,590 | $ 9,032,150 |
Cost of earned revenue | 4,808,014 | 3,231,575 | 7,537,745 | 6,997,122 |
Gross profit | 1,473,799 | 1,365,108 | 2,590,845 | 2,035,028 |
Indirect expenses | 413,095 | 196,998 | 740,811 | 352,086 |
General and administrative expenses | 488,075 | 473,836 | 1,013,690 | 845,795 |
Total operating expenses | 901,170 | 670,834 | 1,754,501 | 1,197,881 |
Operating income | 572,629 | 694,274 | 836,344 | 837,147 |
Other income (expenses) | ||||
Interest expense | (61,909) | (27,927) | (103,546) | (44,854) |
Gain on disposal of fixed assets | 0 | 0 | 0 | 0 |
Total other income (expenses) | (61,909) | (27,927) | (103,546) | (44,854) |
Income before income taxes | 510,720 | 666,347 | 732,798 | 792,293 |
Provision for income taxes | 1,506,362 | 0 | 1,506,362 | 250 |
Net income (loss) | $ (995,642) | $ 666,347 | $ (774,064) | $ 787,793 |
Income (loss) per common share: | ||||
Basic | $ (0.29) | $ 0.21 | $ (0.23) | $ 0.24 |
Diluted | $ (0.29) | $ 0.21 | $ (0.23) | $ 0.24 |
PRO FORMA (C-Corporation basis) (Note m) | ||||
Income tax expense | $ 141,572 | $ 184,711 | $ 203,132 | $ 219,624 |
Net Income | $ 369,148 | $ 481,636 | $ 529,666 | $ 572,669 |
Income (loss) per common share: | ||||
Basic | $ 0.11 | $ 0.15 | $ 0.16 | $ 0.18 |
Diluted | $ 0.11 | $ 0.15 | $ 0.16 | $ 0.18 |
Statement of Changes in Equity
Statement of Changes in Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 29, 2018 | $ 6,000 | $ 546,953 | $ 4,518,085 | $ 5,071,038 |
Balance, Shares at Dec. 29, 2018 | 200 | |||
Retroactive conversion of shares | $ (5,677) | 5,677 | ||
Retroactive conversion of shares, Shares | 3,234,301 | |||
Balance at Jan. 02, 2019 | $ 323 | 552,630 | 4,518,085 | 5,071,038 |
Balance, Shares at Jan. 02, 2019 | 3,234,501 | |||
Balance at Dec. 31, 2018 | 5,071,038 | |||
Net loss | (774,064) | |||
Balance at Jun. 30, 2019 | $ 547 | 423,530 | 3,257,607 | 3,681,684 |
Balance, Shares at Jun. 30, 2019 | 5,474,695 | |||
Balance at Jan. 02, 2019 | $ 323 | 552,630 | 4,518,085 | 5,071,038 |
Balance, Shares at Jan. 02, 2019 | 3,234,501 | |||
Cash distributions to shareholders in 2019 prior to June 20 | $ 0 | 0 | (486,414) | (486,414) |
Cash distributions to shareholders in 2019 prior to June 20, Shares | 0 | |||
Conversion of Jensyn shares | $ 224 | 890,610 | 890,834 | |
Conversion of Jensyn shares, Shares | 2,240,194 | |||
Recapitalization costs | (1,019,710) | (1,019,710) | ||
Net loss | (774,064) | (774,064) | ||
Balance at Jun. 30, 2019 | $ 547 | $ 423,530 | $ 3,257,607 | $ 3,681,684 |
Balance, Shares at Jun. 30, 2019 | 5,474,695 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities | |||||
Net income | $ (995,642) | $ 666,347 | $ (774,064) | $ (774,064) | $ 787,793 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation | 311,053 | 199,796 | |||
Initial provision for deferred income taxes | 1,506,362 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (2,326,492) | 846,286 | |||
Prepaid expenses | 0 | (63,340) | |||
Costs and estimated earnings in excess of billings | (884,656) | 404,099 | |||
Cash surrender value - life insurance | (733) | 0 | |||
Accounts payable | 1,001,627 | (990,741) | |||
Accrued expenses | (106,830) | (89,585) | |||
Billings in excess of costs and estimated earnings on uncompleted contracts | 540,166 | (254,183) | |||
Accrued losses on contract in progress | (9,128) | 0 | |||
Due to stockholders | 421,070 | 0 | |||
Deferred compensation | (13,376) | 0 | |||
Net cash provided by operating activities | (335,001) | 840,125 | |||
Cash flows from investing activities: | |||||
Purchase of solar arrays and equipment | (33,339) | (2,585,002) | |||
Investment in captive insurance | (58,215) | (43,340) | |||
Net cash used in investing activities | (91,554) | (2,628,342) | |||
Cash flows from financing activities: | |||||
Net borrowings (repayments) on line of credit | 581,734 | 533,563 | |||
Proceeds from long-term debt | 0 | ||||
Payments of long-term debt | (222,822) | 752,197 | |||
Stockholder distributions paid | (219,600) | (120,244) | |||
Net cash provided by (used in) financing activities | 139,312 | 1,165,516 | |||
Net decrease in cash | (287,243) | (622,701) | |||
Cash, beginning of quarter | 313,217 | 760,781 | |||
Cash, end of quarter | $ 25,974 | $ 138,080 | $ 25,974 | 25,974 | 138,080 |
Cash paid during the year for: | |||||
Interest | 103,546 | 44,854 | |||
Income taxes | 250 | 250 | |||
Supplemental disclosure of non-cash investing and financing activities | |||||
One vehicle was purchased and financed | 31,397 | $ 39,790 | |||
Accrued S corporation distributions which have not been paid | 266,814 | ||||
Accrued recapitalization costs which have not been paid | $ 128,876 |
Summary of Operations and Signi
Summary of Operations and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Operations and Significant Accounting Policies | Note 1. SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES a) Organization The Peck Company Holdings, Inc. is a solar engineering, construction and procurement contractor for commercial and industrial customers across the Northeast. 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 South Burlington, Vermont. On February 26, 2019, Peck Electric Co. (also referred to herein as the “Former Peck Company Holdings, Inc.”), a privately held company, entered into a Share Exchange Agreement (the “Exchange Agreement”) with Jensyn Acquisition Corp. (“Jensyn”), a publicly held company whose primary business objective was to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (the “Business Combination”), with one or more target businesses (a Special Purpose Acquisition Company or “SPAC”). On June 20, 2019, with the approval of the stockholders of each of Peck Electric Co. and Jensyn, the Business Combination was completed. In connection with the Business Combination, Jensyn issued 3,234,501 shares of Jensyn’s common stock, par value $0.0001 per share (the “Common Stock”), to the stockholders of the Peck Electric Co. in exchange for all of the equity securities of Peck Electric Co., and Peck Electric Co. became a wholly-owned subsidiary of Jensyn. While Jensyn was the surviving legal entity, Former Peck Company Holdings, Inc. was deemed the acquiring entity for accounting purposes. Concurrent with the completion of the Business Combination, Jensyn changed its name from “Jensyn Acquisition Corp.” to “The Peck Company Holdings, Inc.” and the symbol for its common stock on Nasdaq became PECK. Unless the context otherwise requires, “we,” “us,” “our,” “Peck Company” and the “Company” refer to the combined company. b) Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any other period. The accompanying financial statements should be read in conjunction with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2018. As a SPAC, Jensyn had substantially no business operations prior to June 20, 2019. For financial accounting and reporting purposes, the Business Combination was accounted for as a “reverse spinoff” in accordance with U.S. GAAP. Under this method of accounting, Jensyn was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Peck Electric Co. shareholders having a majority of the voting power of the combined company, Peck Electric Co. comprising the ongoing operations of the combined entity, Peck Electric Co. comprising a majority of the governing body of the combined company, and Peck Electric Co.’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of the Peck Electric Co. issuing stock for the net assets and equity of Jensyn, consisting of $0 assets, accompanied by a recapitalization. The net assets of Jensyn were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to June 20, 2019, the date of completion of the Business Combination, are those of Peck Electric Co. Prior to June 20, 2019, Peck Electric Co. was a “pass-through” (S-corporation) entity for income tax purposes and had no material income tax accounting reflected in its financial statements for financial reporting purposes since taxable income and deductions were “passed through” to Peck Electric Co.’s stockholders. Jensyn is a taxable C Corporation for income tax purposes. As a result of the acquisition by Jensyn, the consolidated company is now a taxable C corporation. The financial statements of the Company now account for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income taxes. Since Jensyn had substantially no business operations as a SPAC, its limited accounting policies were not in conflict with those of Peck Electric Co. The consolidated Company uses the accounting policies of Peck as described in note 1 to Peck’s audited financial statements as of and for the year ended December 31, 2018. There have been no material changes to these accounting policies, except for the adoption of an accounting policy for income taxes for the company for the 2 nd 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 securities; or December 31, 2021. d) Contract Revenue and Cost Recognition The Company recognizes revenue using cost based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract, after consideration of the customers’ commitment to perform their obligations under the contract, which is typically measured through receipt of cash deposits or other forms of financial security issued by creditworthy financial institutions. Cost based input methods of revenue recognition are considered a reasonable depiction of the Company’s efforts to satisfy long-term construction contracts with customers and therefore reflect the transfer of goods to a customer under such contracts. Costs incurred towards contract completion may include costs associated with materials, labor, subcontractors, and other indirect costs related to contract performance. At the time a loss on a contract becomes apparent, a provision is made for the entire amount of the estimated loss, if the loss is directly attributed to actions in that year. Revenue for time and materials contracts is recognized as the work is performed. Revenue from net metering credits is recorded as electricity is generated from the solar arrays and paid by the off-takers. 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 $15,000 at June 30, 2019 and December 31, 2018, is estimated annually 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) Costs and Estimated Earnings on Uncompleted Contracts The asset, “Costs and Estimated Earnings in Excess of Billings”, represents revenues recognized in excess of amounts billed. The liability “Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts,” represents billings in excess of revenues recognized. g) Property and Equipment Property and equipment greater than $1,000 are recorded at cost, less accumulated depreciation. 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 Total depreciation expense for the quarters ended June 30, 2019 and June 30, 2018 is $160,570 and $96,329, 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) 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. 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, 2018 is: Total assets $ 46,647,571 Total liabilities $ 22,762,283 Comprehensive income $ 3,991,828 NCL’s fiscal year end is September 30, 2018, therefore amounts represent balances and activities through and for the years ending September 30, 2018. As part of the investment in NCL, the Company provided $43,340 as cash security in 2018 and an additional $58,215 in 2019. The captive insurance equity of $139,038 consists of $36,000 of capital, $101,555 of cash security and $1,483 of investment income in excess of losses (incurred and reserves). j) 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 June 30, 2019 and December 31, 2018. k) 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 June 30, 2019 and December 31, 2018, the uninsured balances were $0 and $457,422, respectively. l) Defined Contribution Pension Plan The Company has a union contract under which the union and administrative employees are covered by the union’s defined contribution pension plan. Pension costs include current service costs, which are based on hours worked, or a percentage of gross wages. m) Income Taxes Through June 20, 2019 (the date of the completion of the Business Combination) the Former Peck Company Holdings, Inc. had elected to be taxed as an S-Corporation under the Internal Revenue Code and similar codes in states in which the Company was subject to taxation. While this election was in effect, the income (whether distributed or not) was taxed for federal income tax purposes to Former Peck Company Holdings, Inc. stockholders. Accordingly, no provision for federal income tax was required. The provision for income taxes for Former Peck Company Holdings, Inc. was primarily for Vermont minimum taxes. As of the date of the completion of the Business Combination, the Company effectively became a C-Corporation, which changed the level of taxation from the stockholders to the Company. The deferred tax assets and liabilities that arise out of the change of tax status have been recorded to account for the temporary differences that existed on the date of the change. 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. Deferred tax assets and liabilities are all classified as long-term as adopted under Accounting Standards Update 2015-17. 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. n) Sales Tax The Company’s accounting policy is to exclude state sales tax collected and remitted from revenues and costs of sales, respectively. o) Use of Estimates The preparation of 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, specifically percentage-of-completion. Actual results could differ from those estimates. p) Recently Issued Accounting Pronouncements Prior to June 20, 2019, the Company was defined as a non-public entity for purposes of applying transition guidance related to new or revised accounting standards under GAAP, and was required to adopt new or revised accounting standards after the required adoption dates that applied to public companies. Subsequent to June 20, 2019 the company maintains its emerging growth company status until no later than December 31, 2021. 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), In June 2016 the FASB issued ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326) In August 2016 the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230). q) Subsequent Events The Company has evaluated subsequent events through August 14, 2019, which is the date that the unaudited financials were available to be issued. Based on its evaluation, there are no events that are required to be disclosed herein. |
Stock Exchange Agreement_Busine
Stock Exchange Agreement/Business Combination | 6 Months Ended |
Jun. 30, 2019 | |
Stock Exchange Agreementbusiness Combination | |
Stock Exchange Agreement/Business Combination | Note 2. STOCK EXCHANGE AGREEMENT/BUSINESS COMBINATION As discussed in Note 1, on June 20, 2019, the Company consummated the Business Combination pursuant to the Exchange Agreement between Jensyn and Peck Electric Co. The materials actions arising from the agreement are outlined below: a) Exchange of Shares Upon the closing of the Business Combination, the stockholders of Peck Electric exchanged their shares of capital stock in Peck Electric f b) Redemption of Shares Jensyn redeemed a total of 492,037 shares of its Common Stock pursuant to the terms of the Company’s amended and restated certificate of incorporation, as amended (the “Jensyn Certificate of Incorporation”), resulting in a total payment to redeeming stockholders of $5,510,814. c) Earnout In the event that the Company’s Adjusted EBITDA (as defined in the Exchange Agreement) for the twelve month period July 1, 2019 through June 30, 2020 (the “Earnout Period”) is $5,000,000 or more (the “Adjusted EBITDA Target”) or the closing price of the Company’s Common Stock is $12.00 or more per share at any time during the Earnout Period (the “Stock Price Target”), then the Company shall issue 898,473 shares of the Company’s Common Stock to the original Peck Electric stockholders and issue to certain of the initial stockholders of the Company a number of shares of the Company’s Common Stock equal to the number of shares of the Company’s Common Stock forfeited by such stockholders to the extent that such shares are used to satisfy Company obligations or to induce investors to make an equity investment in the Company at or prior to the closing of the Business Combination, as described below under “Issuance of Additional Shares and Forfeiture of Sponsor Shares.” d) Issuance of Additional Shares and Forfeiture of Sponsor Shares In connection with the closing of the Business Combination arising out of the Exchange Agreement, the Company issued 493,299 shares of Common Stock in exchange for the cancellation of approximately $5,618,675 of obligations and, as contemplated by the Exchange Agreement, certain insiders and their transferees have agreed to forfeit 281,758 shares of Common Stock. e) Transaction Costs Transaction expenses of $ Transaction costs of $128,876 have been recorded as a cost of equity for the accounting acquirer’s transactions costs and costs related to effectuating the reverse recapitalization which is an equity transaction. Upon the closing of the Business Combination and after giving effect to the issuances, redemptions and forfeitures of Common Stock described above, and the conversion of 4,194,500 rights to purchase Common Stock into 419,450 shares of Common Stock, there were: i. 5,474,695 shares of common stock of the Company issued and outstanding, of which 281,758 shares are subject to cancelation which have not yet been processed with the transfer agent; and ii. warrants exercisable for 2,097,250 shares of Common Stock, consisting of 3,900,000 public warrants originally sold as part of units in the Company’s initial public offering (the “IPO”) and 294,500 private warrants sold as part of the units issued in a private placement simultaneously with the consummation of the IPO. Each warrant entitles its holder to purchase one-half of one share of Common Stock at an exercise price of $5.75 per half share ($11.50 per whole share) |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2019 | |
Credit Loss [Abstract] | |
Accounts Receivable | Note 3. ACCOUNTS RECEIVABLE Accounts receivable consist of: June 30, 2019 December 31, 2018 Accounts receivable - contracts in progress $ 4,121,428 $ 1,672,900 Accounts receivable - retainage 274,477 396,513 4,395,905 2,069,413 Allowance for doubtful accounts (15,000 ) (15,000 ) Total $ 4,380,905 $ 2,054,413 Bad debt expense was $0 for June 30, 2019 and 2018, respectively. |
Cash Surrender Value - Life Ins
Cash Surrender Value - Life Insurance | 6 Months Ended |
Jun. 30, 2019 | |
Insurance [Abstract] | |
Cash Surrender Value - Life Insurance | Note 4. CASH SURRENDER VALUE - LIFE INSURANCE The Company has purchased life insurance contracts on key employees as an investment. The cash surrender value of these contracts was $225,263 and $224,530 as of June 30, 2019 and December 31, 2018, respectively. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 5. LONG-TERM DEBT A summary of long-term debt is as follows: June 30, 2019 December 31, 2018 Community Bank, N.A., 4.99% interest rate, secured by the Company’s operating assets, a Solar Power and Services Agreement, an Assignment of Lease Agreement, and personally guaranteed by the two majority stockholders, payable in monthly installments of $6,125 including interest, with a balloon payment of $330,752, through May 2028. $ 732,997 $ 751,225 NBT Bank, N.A., 4.85% interest rate, secured by a piece of equipment, payable in monthly installments of $2,932 including interest, through May 2023. 125,058 139,416 Various vehicle loans, interest ranging from 0% to 5.99%, total current monthly installments of approximately $12,750, secured by vehicles, with varying terms through April 2025. 354,439 389,575 Community Bank, N.A., 4.46% interest rate, secured by the Company’s operating assets and personally guaranteed by the two majority stockholders, payable in monthly installments of $5,689 including interest, through December 2027. 486,137 509,207 Community Bank, N.A., 4.28% interest rate, secured by the building, the Company’s operating assets and personally guaranteed by the two majority stockholders, payable in monthly installments of $3,317 including interest, through December 2030. The note is subject to the provisions of an agreement containing covenants that require the maintenance of certain financial ratios. 279,096 300,865 Community Bank, N.A., 4.25% interest rate, secured by a Power Purchase Agreement, mortgage deed of leased property, and the Company’s operating assets and is personally guaranteed by the two majority stockholders, payable in monthly installments of $4,098 including interest, with a balloon payment of $225,238, through March 2020. The note is subject to the provisions of an agreement containing covenants that require the maintenance of certain financial ratios. 250,137 269,191 Community Bank, N.A., 3.74% interest rate, secured by the Company’s operating assets and personally guaranteed by the two majority stockholders, payable in monthly installments of $6,706 including interest, refinanced in February 2017 through February 2021. 96,115 143,961 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 5/20 – 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. 108,167 120,131 2,432,146 2,623,571 Less current portion (633,363 ) (410,686 ) $ 1,798,783 $ 2,212,885 Maturities of long-term debt are as follows: Year ending June 30: Amount Remainder of 2019 $ 209,747 2020 566,061 2021 241,636 2022 248,945 2023 199,537 2024 and 966,220 $ 2,432,146 |
Line of Credit
Line of Credit | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Line of Credit | Note 6. LINE OF CREDIT The Company has a line of credit with Community Bank N.A., with a limit of $1,800,000 and a variable interest rate of prime plus .5% (6.00% at June 30, 2019), due to expire on August 31, 2019. The balance outstanding at June 30, 2019 and December 31, 2018 was $1,554,258 and $972,524, respectively. The balance includes expected cash overdrafts of $642,931 and $0 at June 30, 2019 and December 31, 2018, respectively. The line and notes are personally guaranteed by the two majority stockholders and are subject to the provisions of an agreement containing the covenants that require the maintenance of certain financial ratios. |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Operating Leases | Note 7. OPERATING LEASES In 2015 the Company entered into two twenty-five-year non-cancelable lease agreements for land on which they constructed solar arrays. One lease has fixed annual rent of $2,500. The second lease has annual rent of $2,500 with an annual increase of 2%. In 2017 the Company entered into a twenty-year non-cancelable lease agreement for land on which they constructed solar arrays. The lease has annual rent of $3,500 with an annual increase of 2%. In 2018 the Company entered into a twenty-year non-cancelable lease agreement for land on which they constructed solar arrays. The lease has annual rent of $26,000. 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 $128 and $384 for the quarter ended June 30, 2019 and 2018, respectively. In 2019 the Company entered into a two two-year non-cancelable lease agreement for equipment used in solar installations. The leases have a combined annual rent of $45,832. The Company also rents equipment to be used on jobs under varying terms not exceeding one year. Total rent expense under these leases was $80,509 and $23,380 for the quarter ended June 30, 2019 and 2018, respectively. Future minimum lease payments required under all of the non-cancelable operating leases are as follows: Year ending December 31: Amount 2020 $ 80,806 2021 54,201 2022 35,236 2023 35,371 2024 35,508 Thereafter 483,777 $ 724,899 |
Provision for Income Taxes
Provision for Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Note 8. PROVISION FOR INCOME TAXES In connection with the closing of the Business Combination, the Company’s tax status changed from a S corporation to a C corporation. As a result, the Company is responsible for Federal and State income taxes and must record deferred tax assets and liabilities for the tax effects of any temporary differences that exist on the date of the change. When push down accounting does not apply as part of a business combination U.S. GAAP requires the effect of the change in tax status to be recognized in the financial statements and the effect is included in income (loss) from continuing operations. The company recorded income tax expense and a deferred tax liability of $1,506,362 as a result of the change in tax status. The Company’s unaudited statements of operations also present pro-forma income tax expense for periods prior to June 20, 2019 with an effective tax rate of 27.72%. The Business Combination between Jensyn and Peck Electric Co. and the Company’s recapitalization on June 20, 2019 likely caused a stock ownership change for purposes of Section 382 of the Internal Revenue Code. The Company is still preparing a detail analysis to determine if the potential ownership change will have any effect on any federal and state net operating losses and treatment of transaction costs. The provision for income taxes at June 30, 2019 and 2018 consists of the following: 2019 2018 Current Federal $ 0 $ 0 State 0 250 Total Current 0 250 Deferred Federal 1,141,389 0 State 364,973 0 Total Deferred $ 1,506,362 0 Provision for Income Taxes $ 1,506,362 $ 0 The Company’s total deferred tax assets and liabilities at June 30, 2019 are as follows: 2019 Current deferred tax assets (liabilities) Accruals and reserves 4,157 Property and equipment (1,510,519 ) Net deferred tax asset (liabilities) $ (1,506,362 ) |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9. RELATED PARTY TRANSACTIONS In 2014, the minority stockholders, who sold the building the Company occupies, lent the proceeds to the majority stockholders who contributed $400,000 of the net proceeds as paid in capital. Debt service on this personal debt comes from the Company in the form of distributions of $4,000 per month to the majority stockholders through April 2022. In May 2018, a minority stockholder was bought-out by the other stockholders who now owe the Company $250,000 from the stock purchase. This amount is included in the “due from stockholders” value below. The Company’s majority shareholder loaned $421,070 to the company to help with cash flow needs during the quarter ending June 30, 2019 which is included in the “due to stockholders” value below. The Company was an S corporation through June 20, 2019, as a result the taxable income of the Company is reported on the owner’s tax returns and they are taxed individually. As a result, the Company has accrued a distribution for taxes of $266,814 to the owners of Peck Electric Co. for the period when the Company was an S corporation, which is included in the “due to stockholders” value below. The Company performs an equalization of distributions each year based on total distributions to shareholders and their proportional share of those distributions. The amounts below include amounts due to/from stockholders related to the equalization of distributions as of June 30, 2019 and December 31, 2018: 2019 2018 Due from stockholders consists of unsecured notes from stockholders with interest 2.18%. $ 252,858 $ 252,858 Due to stockholders consists of unsecured notes to stockholders with interest at the mid-term AFR rate (2.08% at June 30, 2019). $ 721,347 $ 33,463 |
Deferred Compensation Plan
Deferred Compensation Plan | 6 Months Ended |
Jun. 30, 2019 | |
Compensation Related Costs [Abstract] | |
Deferred Compensation Plan | Note 10. DEFERRED COMPENSATION PLAN In 2018, the Company adopted 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 salaries under the agreement is $155,000, the net present value of which is $143,768. 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. |
Risk Factor
Risk Factor | 6 Months Ended |
Jun. 30, 2019 | |
Risk Factor | |
Risk Factor | Note 11. RISK FACTOR The Company derives a significant amount of its work from the solar industry. Under current law, the available 30% federal tax solar credits are scheduled to decrease at the end of 2019, declining to a fixed 10% in 2022. The Company may be affected for the foreseeable future by the expiration of these credits. Where this risk factor exists, it is not possible to determine the effects on the future operations of the Company. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Income (loss) per common share: | |
Earnings (Loss) Per Share | Note 12. 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. As a result of the Company’s recapitalization, the Company has retrospectively adjusted the weighted average Class A units outstanding prior to June 20, 2019 by multiplying them by the exchange ratio used to determine the number of common shares into which they converted. Quarter Ended June 30, 2019 2018 Numerator: Net Income (loss) $ (995,642 ) $ 666,347 Denominator: Weighted average shares outstanding: Basic 3,480,676 3,234,501 Diluted 3,480,676 3,234,501 Basic income (loss) per share (0.29) 0.21 Diluted income (loss) per share (0.29) 0.21 Pro forma C – Corporation Earnings per share: Numerator Net Income (loss) $ 369,148 $ 481,636 Denominator: Weighted average shares outstanding: Basic 3,480,676 3,234,501 Diluted 3,480,676 3,234,501 Basic income (loss) per share 0.11 0.15 Diluted income (loss) per share 0.11 0.15 The Company has contingent share arrangements and warrants arising from the Business Combination and Jensyn’s IPO as discussed in Footnote 2. The potential issuance of additional 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 stock will be issued. These instruments could result in dilution in future periods. Below is a schedule of the potential shares arising from these contingencies that were excluded from the calculations above: Quarter Ended June 30, 2019 2018 Earnout provision, includes new shares to be issued to former Peck shareholders 898,473 0 Warrants on common stock, from Jensyn’s IPO 2,097,250 0 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. SUBSEQUENT EVENTS On August 13, 2019 the Company obtained a new revolving line of credit for $2,000,000 to purchase solar development projects prior to construction. |
Summary of Operations and Sig_2
Summary of Operations and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | a) Organization The Peck Company Holdings, Inc. is a solar engineering, construction and procurement contractor for commercial and industrial customers across the Northeast. 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 South Burlington, Vermont. On February 26, 2019, Peck Electric Co. (also referred to herein as the “Former Peck Company Holdings, Inc.”), a privately held company, entered into a Share Exchange Agreement (the “Exchange Agreement”) with Jensyn Acquisition Corp. (“Jensyn”), a publicly held company whose primary business objective was to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (the “Business Combination”), with one or more target businesses (a Special Purpose Acquisition Company or “SPAC”). On June 20, 2019, with the approval of the stockholders of each of Peck Electric Co. and Jensyn, the Business Combination was completed. In connection with the Business Combination, Jensyn issued 3,234,501 shares of Jensyn’s common stock, par value $0.0001 per share (the “Common Stock”), to the stockholders of the Peck Electric Co. in exchange for all of the equity securities of Peck Electric Co., and Peck Electric Co. became a wholly-owned subsidiary of Jensyn. While Jensyn was the surviving legal entity, Former Peck Company Holdings, Inc. was deemed the acquiring entity for accounting purposes. Concurrent with the completion of the Business Combination, Jensyn changed its name from “Jensyn Acquisition Corp.” to “The Peck Company Holdings, Inc.” and the symbol for its common stock on Nasdaq became PECK. Unless the context otherwise requires, “we,” “us,” “our,” “Peck Company” and the “Company” refer to the combined company. |
Basis of Presentation | b) Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any other period. The accompanying financial statements should be read in conjunction with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2018. As a SPAC, Jensyn had substantially no business operations prior to June 20, 2019. For financial accounting and reporting purposes, the Business Combination was accounted for as a “reverse spinoff” in accordance with U.S. GAAP. Under this method of accounting, Jensyn was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Peck Electric Co. shareholders having a majority of the voting power of the combined company, Peck Electric Co. comprising the ongoing operations of the combined entity, Peck Electric Co. comprising a majority of the governing body of the combined company, and Peck Electric Co.’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of the Peck Electric Co. issuing stock for the net assets and equity of Jensyn, consisting of $0 assets, accompanied by a recapitalization. The net assets of Jensyn were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to June 20, 2019, the date of completion of the Business Combination, are those of Peck Electric Co. Prior to June 20, 2019, Peck Electric Co. was a “pass-through” (S-corporation) entity for income tax purposes and had no material income tax accounting reflected in its financial statements for financial reporting purposes since taxable income and deductions were “passed through” to Peck Electric Co.’s stockholders. Jensyn is a taxable C Corporation for income tax purposes. As a result of the acquisition by Jensyn, the consolidated company is now a taxable C corporation. The financial statements of the Company now account for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income taxes. Since Jensyn had substantially no business operations as a SPAC, its limited accounting policies were not in conflict with those of Peck Electric Co. The consolidated Company uses the accounting policies of Peck as described in note 1 to Peck’s audited financial statements as of and for the year ended December 31, 2018. There have been no material changes to these accounting policies, except for the adoption of an accounting policy for income taxes for the company for the 2 nd |
Emerging Growth Company Status | 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 securities; or December 31, 2021. |
Contract Revenue and Cost Recognition | d) Contract Revenue and Cost Recognition The Company recognizes revenue using cost based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract, after consideration of the customers’ commitment to perform their obligations under the contract, which is typically measured through receipt of cash deposits or other forms of financial security issued by creditworthy financial institutions. Cost based input methods of revenue recognition are considered a reasonable depiction of the Company’s efforts to satisfy long-term construction contracts with customers and therefore reflect the transfer of goods to a customer under such contracts. Costs incurred towards contract completion may include costs associated with materials, labor, subcontractors, and other indirect costs related to contract performance. At the time a loss on a contract becomes apparent, a provision is made for the entire amount of the estimated loss, if the loss is directly attributed to actions in that year. Revenue for time and materials contracts is recognized as the work is performed. Revenue from net metering credits is recorded as electricity is generated from the solar arrays and paid by the off-takers. |
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 $15,000 at June 30, 2019 and December 31, 2018, is estimated annually 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. |
Costs and Estimated Earnings on Uncompleted Contracts | f) Costs and Estimated Earnings on Uncompleted Contracts The asset, "Costs and Estimated Earnings in Excess of Billings", represents revenues recognized in excess of amounts billed. The liability "Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts," represents billings in excess of revenues recognized. |
Property and Equipment | g) Property and Equipment Property and equipment greater than $1,000 are recorded at cost, less accumulated depreciation. 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 Total depreciation expense for the quarters ended June 30, 2019 and June 30, 2018 is $160,570 and $96,329, 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. |
Captive Insurance | i) 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. 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, 2018 is: Total assets $ 46,647,571 Total liabilities $ 22,762,283 Comprehensive income $ 3,991,828 NCL’s fiscal year end is September 30, 2018, therefore amounts represent balances and activities through and for the years ending September 30, 2018. As part of the investment in NCL, the Company provided $43,340 as cash security in 2018 and an additional $58,215 in 2019. The captive insurance equity of $139,038 consists of $36,000 of capital, $101,555 of cash security and $1,483 of investment income in excess of losses (incurred and reserves). |
Asset Retirement Obligations | j) 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 June 30, 2019 and December 31, 2018. |
Concentration and Credit Risks | k) 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 June 30, 2019 and December 31, 2018, the uninsured balances were $0 and $457,422, respectively. |
Defined Contribution Pension Plan | l) Defined Contribution Pension Plan The Company has a union contract under which the union and administrative employees are covered by the union’s defined contribution pension plan. Pension costs include current service costs, which are based on hours worked, or a percentage of gross wages. |
Income Taxes | m) Income Taxes Through June 20, 2019 (the date of the completion of the Business Combination) the Former Peck Company Holdings, Inc. had elected to be taxed as an S-Corporation under the Internal Revenue Code and similar codes in states in which the Company was subject to taxation. While this election was in effect, the income (whether distributed or not) was taxed for federal income tax purposes to Former Peck Company Holdings, Inc. stockholders. Accordingly, no provision for federal income tax was required. The provision for income taxes for Former Peck Company Holdings, Inc. was primarily for Vermont minimum taxes. As of the date of the completion of the Business Combination, the Company effectively became a C-Corporation, which changed the level of taxation from the stockholders to the Company. The deferred tax assets and liabilities that arise out of the change of tax status have been recorded to account for the temporary differences that existed on the date of the change. 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. Deferred tax assets and liabilities are all classified as long-term as adopted under Accounting Standards Update 2015-17. 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 | n) 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 | o) Use of Estimates The preparation of 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, specifically percentage-of-completion. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | p) Recently Issued Accounting Pronouncements Prior to June 20, 2019, the Company was defined as a non-public entity for purposes of applying transition guidance related to new or revised accounting standards under GAAP, and was required to adopt new or revised accounting standards after the required adoption dates that applied to public companies. Subsequent to June 20, 2019 the company maintains its emerging growth company status until no later than December 31, 2021. 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), In June 2016 the FASB issued ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326) In August 2016 the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230). |
Subsequent Events | q) Subsequent Events The Company has evaluated subsequent events through August 14, 2019, which is the date that the unaudited financials were available to be issued. Based on its evaluation, there are no events that are required to be disclosed herein. |
Summary of Operations and Sig_3
Summary of Operations and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of 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 |
Summary Financial Information on NCL | Summary financial information on NCL as of September 30, 2018 is: Total assets $ 46,647,571 Total liabilities $ 22,762,283 Comprehensive income $ 3,991,828 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Credit Loss [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consist of: June 30, 2019 December 31, 2018 Accounts receivable - contracts in progress $ 4,121,428 $ 1,672,900 Accounts receivable - retainage 274,477 396,513 4,395,905 2,069,413 Allowance for doubtful accounts (15,000 ) (15,000 ) Total $ 4,380,905 $ 2,054,413 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | A summary of long-term debt is as follows: June 30, 2019 December 31, 2018 Community Bank, N.A., 4.99% interest rate, secured by the Company’s operating assets, a Solar Power and Services Agreement, an Assignment of Lease Agreement, and personally guaranteed by the two majority stockholders, payable in monthly installments of $6,125 including interest, with a balloon payment of $330,752, through May 2028. $ 732,997 $ 751,225 NBT Bank, N.A., 4.85% interest rate, secured by a piece of equipment, payable in monthly installments of $2,932 including interest, through May 2023. 125,058 139,416 Various vehicle loans, interest ranging from 0% to 5.99%, total current monthly installments of approximately $12,750, secured by vehicles, with varying terms through April 2025. 354,439 389,575 Community Bank, N.A., 4.46% interest rate, secured by the Company’s operating assets and personally guaranteed by the two majority stockholders, payable in monthly installments of $5,689 including interest, through December 2027. 486,137 509,207 Community Bank, N.A., 4.28% interest rate, secured by the building, the Company’s operating assets and personally guaranteed by the two majority stockholders, payable in monthly installments of $3,317 including interest, through December 2030. The note is subject to the provisions of an agreement containing covenants that require the maintenance of certain financial ratios. 279,096 300,865 Community Bank, N.A., 4.25% interest rate, secured by a Power Purchase Agreement, mortgage deed of leased property, and the Company’s operating assets and is personally guaranteed by the two majority stockholders, payable in monthly installments of $4,098 including interest, with a balloon payment of $225,238, through March 2020. The note is subject to the provisions of an agreement containing covenants that require the maintenance of certain financial ratios. 250,137 269,191 Community Bank, N.A., 3.74% interest rate, secured by the Company’s operating assets and personally guaranteed by the two majority stockholders, payable in monthly installments of $6,706 including interest, refinanced in February 2017 through February 2021. 96,115 143,961 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 5/20 – 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. 108,167 120,131 2,432,146 2,623,571 Less current portion (633,363 ) (410,686 ) $ 1,798,783 $ 2,212,885 |
Schedule of Maturities of Long-term Debt | Maturities of long-term debt are as follows: Year ending June 30: Amount Remainder of 2019 $ 209,747 2020 566,061 2021 241,636 2022 248,945 2023 199,537 2024 and 966,220 $ 2,432,146 |
Operating Leases (Tables)
Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Minimum Lease Payments | Future minimum lease payments required under all of the non-cancelable operating leases are as follows: Year ending December 31: Amount 2020 $ 80,806 2021 54,201 2022 35,236 2023 35,371 2024 35,508 Thereafter 483,777 $ 724,899 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes at June 30, 2019 and 2018 consists of the following: 2019 2018 Current Federal $ 0 $ 0 State 0 250 Total Current 0 250 Deferred Federal 1,141,389 0 State 364,973 0 Total Deferred $ 1,506,362 0 Provision for Income Taxes $ 1,506,362 $ 0 |
Schedule of Deferred Tax Assets and Liabilities | The Company’s total deferred tax assets and liabilities at June 30, 2019 are as follows: 2019 Current deferred tax assets (liabilities) Accruals and reserves 4,157 Property and equipment (1,510,519 ) Net deferred tax asset (liabilities) $ (1,506,362 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Due To/from Stockholders | The amounts below include amounts due to/from stockholders related to the equalization of distributions as of June 30, 2019 and December 31, 2018: 2019 2018 Due from stockholders consists of unsecured notes from stockholders with interest 2.18%. $ 252,858 $ 252,858 Due to stockholders consists of unsecured notes to stockholders with interest at the mid-term AFR rate (2.08% at June 30, 2019). $ 721,347 $ 33,463 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income (loss) per common share: | |
Schedule of Earnings Per Share, Basic and Diluted | Quarter Ended June 30, 2019 2018 Numerator: Net Income (loss) $ (995,642 ) $ 666,347 Denominator: Weighted average shares outstanding: Basic 3,480,676 3,234,501 Diluted 3,480,676 3,234,501 Basic income (loss) per share (0.29) 0.21 Diluted income (loss) per share (0.29) 0.21 Pro forma C – Corporation Earnings per share: Numerator Net Income (loss) $ 369,148 $ 481,636 Denominator: Weighted average shares outstanding: Basic 3,480,676 3,234,501 Diluted 3,480,676 3,234,501 Basic income (loss) per share 0.11 0.15 Diluted income (loss) per share 0.11 0.15 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Below is a schedule of the potential shares arising from these contingencies that were excluded from the calculations above: Quarter Ended June 30, 2019 2018 Earnout provision, includes new shares to be issued to former Peck shareholders 898,473 0 Warrants on common stock, from Jensyn’s IPO 2,097,250 0 |
Summary of Operations and Sig_4
Summary of Operations and Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 20, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Common stock, par value | $ 0.001 | $ .001 | ||
Emerging growth company status description | 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 securities; or December 31, 2021. | |||
Allowance for accounts receivable | $ 15,000 | $ 15,000 | ||
Accumulated depreciation property and equipment | 1,882,827 | 1,571,774 | ||
Depreciation expense | 311,053 | $ 199,796 | ||
Captive insurance investment | $ 139,038 | 80,823 | ||
Invests one-time capitalization description | 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. | |||
Investment a one-time cash capitalization | $ 36,000 | |||
Redeemable preference shares | 35,900 | |||
Investment security | 58,215 | $ 43,340 | ||
Captive insurance equity | 139,038 | |||
Capital | 36,000 | |||
Cash security | 101,555 | |||
Investment income in excess of losses | 1,483 | |||
Cash, FDIC insured amount | 250,000 | |||
Cash, uninsured amount | 0 | $ 457,422 | ||
Fund A [Member] | ||||
Captive insurance investment | 100,000 | |||
Fund B [Member] | Maximum [Member] | ||||
Captive insurance investment | 300,000 | |||
Plant and Equipment [Member] | ||||
Accumulated depreciation property and equipment | $ 1,000 | |||
Share Exchange Agreement [Member] | ||||
Stock issued for exchange of common stock, shares | 3,234,501 | |||
Common stock, par value | $ 0.0001 | |||
Issuing stock for net assets and equity | $ 0 |
Summary of Operations and Sig_5
Summary of Operations and Significant Accounting Policies - Schedule of Estimated Useful Lives (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Buildings and Improvements [Member] | |
Estimated useful lives of propety and equipment | 39 years |
Vehicles [Member] | Minimum [Member] | |
Estimated useful lives of propety and equipment | 3 years |
Vehicles [Member] | Maximum [Member] | |
Estimated useful lives of propety and equipment | 5 years |
Tools and Equipment [Member] | Minimum [Member] | |
Estimated useful lives of propety and equipment | 3 years |
Tools and Equipment [Member] | Maximum [Member] | |
Estimated useful lives of propety and equipment | 7 years |
Solar Arrays [Member] | |
Estimated useful lives of propety and equipment | 20 years |
Summary of Operations and Sig_6
Summary of Operations and Significant Accounting Policies - Summary Financial Information on NCL (Details) - USD ($) | Sep. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Total assets | $ 46,647,571 | $ 13,502,900 | $ 10,766,364 |
Total liabilities | 22,762,283 | ||
Comprehensive income | $ 3,991,828 |
Stock Exchange Agreement_Busi_2
Stock Exchange Agreement/Business Combination (Details Narrative) - USD ($) | Jun. 20, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 |
Issuance of common stock in exchange for cancellation, shares | 281,758 | |||
Conversion of stock shares converted | 4,194,500 | |||
Conversion of stock, shares issued | 419,450 | |||
Common stock, shares issued | 5,474,695 | 5,474,695 | 5,474,695 | |
Common stock, shares outstanding | 5,474,695 | 5,474,695 | 5,474,695 | |
Exercisable warrant for common stock | 2,097,250 | |||
Warrant exercise price per shares | $ 11.50 | |||
Public Warrants [Member] | ||||
Exercisable warrant for common stock | 3,900,000 | |||
Warrant exercise price per shares | $ 5.75 | |||
Private Warrants [Member] | ||||
Exercisable warrant for common stock | 294,500 | |||
Warrant exercise price per shares | $ 5.75 | |||
Legal Acquirer's [Member] | ||||
Transaction expenses | $ 890,834 | |||
Accounting Acquirer's [Member] | ||||
Transaction expenses | $ 128,876 | |||
Share Exchange Agreement [Member] | ||||
Stock issued for exchange of common stock, shares | 3,234,501 | |||
Common stock exchange of outstanding percentage | 59.00% | |||
Redeemed shares of common stock | 492,037 | |||
Payment of redeeming common stock | $ 5,510,814 | |||
Issuance of common stock in exchange for cancellation, shares | 493,299 | |||
Issuance of common stock in exchange for cancellation, amount | $ 5,618,675 | |||
Share Exchange Agreement [Member] | Transferees [Member] | ||||
Issuance of common stock in exchange for cancellation, shares | 281,758 | |||
Share Exchange Agreement [Member] | Forecast [Member] | ||||
Adjustment of earnings before interest, tax, depreciation and amortization | $ 5,000,000 | |||
Earnout closing price per shares | $ 12 | |||
Adjustment of earnings before interest, tax, depreciation and amortization, shares | 898,473 |
Accounts Receivable - (Details
Accounts Receivable - (Details Narrative) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Accounts Receivable - | ||
Bad debt expense | $ 0 | $ 0 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts receivable, gross | $ 4,395,905 | $ 2,069,413 |
Allowance for doubtful accounts | (15,000) | (15,000) |
Total | 4,380,905 | 2,054,413 |
Accounts Receivable Contracts in Progress [Member] | ||
Accounts receivable, gross | 4,121,428 | 1,672,900 |
Accounts Receivable Retainage [Member] | ||
Accounts receivable, gross | $ 274,477 | $ 396,513 |
Cash Surrender Value - Life I_2
Cash Surrender Value - Life Insurance (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Cash Surrender Value Life Insurance Details Narrative Abstract | ||
Cash surrender value - life insurance | $ 225,263 | $ 224,530 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
long-term debt | $ 2,432,146 | $ 2,623,571 |
Less current portion | (633,363) | (410,686) |
Long-term debt, non-current | 1,798,783 | 2,212,885 |
Community Bank, N.A., 4.99% [Member] | ||
long-term debt | 732,997 | 751,225 |
NBT Bank, N.A., 4.85% [Member] | ||
long-term debt | 125,058 | 139,416 |
Vehicle Loans [Member] | ||
long-term debt | 354,439 | 389,575 |
Community Bank, N.A., 4.46% [Member] | ||
long-term debt | 486,137 | 509,207 |
Community Bank, N.A., 4.28% [Member] | ||
long-term debt | 279,096 | 300,865 |
Community Bank, N.A., 4.25% [Member] | ||
long-term debt | 250,137 | 269,191 |
Community Bank, N.A., 3.74% [Member] | ||
long-term debt | 96,115 | 143,961 |
National Bank of Middlebury, 3.95% [Member] | ||
long-term debt | $ 108,167 | $ 120,131 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long-term Debt (Details) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Community Bank, N.A., 4.99% [Member] | ||
Debt instrument, interest rate | 4.99% | 4.99% |
Debt instrument, monthly installments | $ 6,125 | $ 6,125 |
Debt instrument, balloon payment | $ 330,752 | $ 330,752 |
Debt instrument, maturity date | May 31, 2028 | May 31, 2028 |
NBT Bank, N.A., 4.85% [Member] | ||
Debt instrument, interest rate | 4.85% | 4.85% |
Debt instrument, monthly installments | $ 2,932 | $ 2,932 |
Debt instrument, maturity date | May 31, 2023 | May 31, 2023 |
Vehicle Loans [Member] | ||
Debt instrument, monthly installments | $ 12,750 | $ 12,750 |
Debt instrument, maturity date | Apr. 30, 2025 | Apr. 30, 2025 |
Vehicle Loans [Member] | Minimum [Member] | ||
Debt instrument, variable rate | 0.00% | 0.00% |
Vehicle Loans [Member] | Maximum [Member] | ||
Debt instrument, variable rate | 5.99% | 5.99% |
Community Bank, N.A., 4.46% [Member] | ||
Debt instrument, interest rate | 4.46% | 4.46% |
Debt instrument, monthly installments | $ 5,689 | $ 5,689 |
Debt instrument, maturity date | Dec. 31, 2027 | Dec. 31, 2027 |
Community Bank, N.A., 4.28% [Member] | ||
Debt instrument, interest rate | 4.28% | 4.28% |
Debt instrument, monthly installments | $ 3,317 | $ 3,317 |
Debt instrument, maturity date | Dec. 31, 2030 | Dec. 31, 2030 |
Community Bank, N.A., 4.25% [Member] | ||
Debt instrument, interest rate | 4.25% | 4.25% |
Debt instrument, monthly installments | $ 4,098 | $ 4,098 |
Debt instrument, balloon payment | $ 225,238 | $ 225,238 |
Debt instrument, maturity date | Mar. 31, 2020 | Mar. 31, 2020 |
Community Bank, N.A., 3.74% [Member] | ||
Debt instrument, interest rate | 3.74% | 3.74% |
Debt instrument, monthly installments | $ 6,706 | $ 6,706 |
Debt instrument, maturity date | Feb. 28, 2021 | Feb. 28, 2021 |
National Bank of Middlebury, 3.95% [Member] | ||
Debt instrument, interest rate | 3.95% | 3.95% |
Debt instrument, monthly installments | $ 2,388 | $ 2,388 |
Debt instrument, maturity date | Dec. 31, 2024 | Dec. 31, 2024 |
Debt instrument, term | 5 years | 5 years |
National Bank of Middlebury, 3.95% [Member] | Advance Rate Plus [Member] | ||
Debt instrument, variable rate | 2.75% | 2.75% |
National Bank of Middlebury, 3.95% [Member] | Floor Rate [Member] | ||
Debt instrument, variable rate | 3.95% | 3.95% |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-term Debt (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Remainder of 2019 | $ 209,747 | |
2020 | 566,061 | |
2021 | 241,636 | |
2022 | 248,945 | |
2023 | 199,537 | |
2024 and | 966,220 | |
Total | $ 2,432,146 | $ 2,623,571 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - Line of Credit [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Line of credit facility maximum borrowing capacity | $ 1,800,000 | |
Debt instrument, variable rate | 6.00% | |
Debt instrument, maturity date | Aug. 31, 2019 | |
Line of credit | $ 1,554,258 | $ 972,524 |
Line of credit includes expected cash overdrafts | $ 642,931 | $ 0 |
Prime Rate [Member] | ||
Debt instrument, variable rate | 0.50% |
Operating Leases (Details Narra
Operating Leases (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Non-cancelable Lease Agreements One [Member] | ||||||
Operating lease term | 2 years | 2 years | 2 years | 25 years | ||
Operating lease annual rent | $ 80,509 | $ 23,380 | $ 45,832 | $ 2,500 | ||
Non-cancelable Lease Agreements Two [Member] | ||||||
Operating lease term | 25 years | |||||
Operating lease annual rent | $ 45,832 | $ 2,500 | ||||
Operating lease annual increase percentage | 2.00% | |||||
Non-cancelable Lease Agreements [Member] | ||||||
Operating lease term | 20 years | 20 years | ||||
Operating lease annual rent | $ 128 | $ 384 | $ 26,000 | $ 3,500 | ||
Operating lease annual increase percentage | 2.00% |
Operating Leases - Schedule of
Operating Leases - Schedule of Minimum Lease Payments (Details) | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 80,806 |
2021 | 54,201 |
2022 | 35,236 |
2023 | 35,371 |
2024 | 35,508 |
Thereafter | 483,777 |
Operating leases future minimum lease payments | $ 724,899 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) - USD ($) | Jun. 20, 2019 | Jun. 30, 2019 |
Income Tax Disclosure [Abstract] | ||
Income tax expense and deferred tax liability | $ 1,506,362 | |
Effective tax rate | 27.72% |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Federal | $ 0 | $ 0 | ||
State | 0 | 250 | ||
Total Current | 0 | 250 | ||
Federal | 1,141,389 | 0 | ||
State | 364,973 | 0 | ||
Total Deferred | 1,506,362 | 0 | ||
Provision for Income Taxes | $ 1,506,362 | $ 0 | $ 1,506,362 | $ 250 |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Accruals and reserves | $ 4,157 | |
Property and equipment | (1,510,519) | |
Net deferred tax asset (liabilities) | $ (1,506,362) | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2018 | Dec. 31, 2014 | Jun. 30, 2019 | Jun. 20, 2019 | |
Majority Stockholders [Member] | ||||
Proceeds from related party | $ 400,000 | |||
Related party transaction maturity date | Apr. 30, 2022 | |||
Related party transaction, amounts of transaction | $ 250,000 | |||
Due to related party | $ 421,070 | |||
Majority Stockholders [Member] | Per Month [Member] | ||||
Distribution to related party | $ 4,000 | |||
Peck Electric Co [Member] | ||||
Due to related party | $ 266,814 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Amounts Due To/from Stockholders (Details) - Majority Stockholders [Member] - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Due to stockholders | $ 421,070 | |
Unsecured Notes [Member] | ||
Due from stockholders | 252,858 | $ 252,858 |
Due to stockholders | $ 721,347 | $ 33,463 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Amounts Due To/from Stockholders (Details) (Parenthetical) - Majority Stockholders [Member] - Unsecured Notes [Member] | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt instrument, interest rate | 2.18% | 2.18% |
Debt instrument, variable rate | 2.08% |
Deferred Compensation Plan (Det
Deferred Compensation Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | |
Compensation Related Costs [Abstract] | ||
Deferred compensation arrangement | $ 155,000 | |
Deferred compensation arrangement, current | $ 143,768 | |
Solar management fee | 24.50% |
Risk Factor (Details Narrative)
Risk Factor (Details Narrative) | 6 Months Ended |
Jun. 30, 2019 | |
Risk Factor | |
Federal tax credit percentage | 30.00% |
Future federal tax rate for solar | 10.00% |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income (loss) per common share: | ||||
Net Income (loss) | $ (995,642) | $ 666,347 | ||
Weighted average shares outstanding: Basic | 3,480,676 | 3,234,501 | ||
Weighted average shares outstanding: Diluted | 3,480,676 | 3,234,501 | ||
Basic income (loss) per share | $ (0.29) | $ 0.21 | $ (0.23) | $ 0.24 |
Diluted income (loss) per share | $ (0.29) | $ 0.21 | $ (0.23) | $ 0.24 |
Pro forma C – Corporation Earnings per share: Net Income (loss) | $ 369,148 | $ 481,636 | $ 529,666 | $ 572,669 |
Weighted average shares outstanding: Basic | 3,480,676 | 3,234,501 | ||
Weighted average shares outstanding: Diluted | 3,480,676 | 3,234,501 | ||
Basic income (loss) per share | $ 0.11 | $ 0.15 | $ 0.16 | $ 0.18 |
Diluted income (loss) per share | $ 0.11 | $ 0.15 | $ 0.16 | $ 0.18 |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Warrant [Member] | ||
Warrants on common stock, from Jensyn's IPO | 2,097,250 | 0 |
Former Peck Shareholders [Member] | ||
Earnout provision, includes new shares to be issued to former Peck shareholders | 898,473 | 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Aug. 13, 2019USD ($) |
Subsequent Event [Member] | Solar Development Projects [Member] | |
Line of credit facility maximum borrowing capacity | $ 2,000,000 |