Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 10, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | PECK Co HOLDINGS, INC. | |
Entity Central Index Key | 0001634447 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
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 | 5,312,220 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 118,450 | $ 95,930 |
Accounts receivable, net of allowance | 9,998,463 | 7,294,605 |
Costs and estimated earnings in excess of billings | 1,241,667 | 1,272,372 |
Other current assets | 147,431 | 201,326 |
Total current assets | 11,506,011 | 8,864,233 |
Property and equipment: | ||
Building and improvements | 672,727 | 672,727 |
Vehicles | 1,283,364 | 1,283,364 |
Tools and equipment | 517,602 | 517,602 |
Solar arrays | 6,386,025 | 6,386,025 |
Property plant and equipment, gross | 8,859,718 | 8,859,718 |
Less accumulated depreciation | (2,641,196) | (2,193,007) |
Property plant and equipment, net | 6,218,522 | 6,666,711 |
Other Assets: | ||
Captive insurance investment | 198,105 | 140,875 |
Total assets | 22,843,134 | 15,671,819 |
Current Liabilities: | ||
Accounts payable, includes bank overdrafts of $524,324 and $1,496,695 at September 30, 2020 and December 31, 2019, respectively | 3,245,792 | 4,274,517 |
Accrued expenses | 74,674 | 119,211 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 3,301,903 | 126,026 |
Due to stockholders | 37,315 | 342,718 |
Line of credit | 4,907,521 | 3,185,041 |
Current portion of deferred compensation | 27,880 | 27,880 |
Current portion of long-term debt | 352,814 | 426,254 |
Total current liabilities | 11,947,899 | 8,501,647 |
Long-term liabilities: | ||
Deferred compensation, net of current portion | 65,633 | 88,883 |
Deferred tax liability | 467,146 | 1,098,481 |
Long-term debt, net of current portion | 3,202,541 | 1,966,047 |
Total liabilities | 15,683,219 | 11,655,058 |
Commitments and Contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock - 0.0001 par value 1,000,000 shares authorized, 200,000 and 0 issued and outstanding at September 30, 2020 and December 31, 2019, respectively (Liquidation Value of $5,000,000) | 20 | |
Common stock - 0.0001 par value 49,000,000 shares authorized, 5,298,159 issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 529 | 529 |
Additional paid-in capital-common stock | 5,508,388 | 412,356 |
Retained earnings | 1,650,978 | 3,603,876 |
Total Stockholders' equity | 7,159,915 | 4,016,761 |
Total liabilities and stockholders' equity | 22,843,134 | 15,671,819 |
GreenSeed Investors, LLC [Member] | ||
Other Assets: | ||
Investment in GreenSeed Investors, LLC | 4,824,444 | |
Solar Project Partners, LLC [Member] | ||
Other Assets: | ||
Investment in GreenSeed Investors, LLC | $ 96,052 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Book overdraft | $ 524,324 | $ 1,496,695 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 200,000 | 0 |
Preferred stock, shares outstanding | 200,000 | 0 |
Preferred stock, liquidation | $ 5,000,000 | $ 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 49,000,000 | 49,000,000 |
Common stock, shares issued | 5,298,159 | 5,298,159 |
Common stock, shares outstanding | 5,298,159 | 5,298,159 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Earned revenue | $ 4,966,026 | $ 11,749,580 | $ 11,720,932 | $ 21,878,170 |
Cost of earned revenue | 4,728,328 | 10,308,936 | 11,162,439 | 17,846,681 |
Gross profit | 237,698 | 1,440,644 | 558,493 | 4,031,489 |
Warehousing and other operating expenses | 180,471 | 294,154 | 556,927 | 1,034,965 |
General and administrative expenses | 709,353 | 967,196 | 2,190,763 | 1,980,886 |
Total operating expenses | 889,824 | 1,261,350 | 2,747,690 | 3,015,851 |
Operating income | (652,126) | 179,294 | (2,189,197) | 1,015,638 |
Other expenses | ||||
Interest expense | (72,554) | (54,671) | (218,730) | (158,217) |
(Loss) income before income taxes | (724,680) | 124,623 | (2,407,927) | 857,421 |
(Benefit) provision for income taxes | (209,000) | 48,468 | (630,585) | 1,555,330 |
Net (loss) income | (515,680) | 76,155 | (1,777,342) | (697,909) |
Net income applicable to preferred shareholders | (175,556) | (175,556) | ||
Net (loss) income available to share of common stockholders | $ (691,236) | $ 76,155 | $ (1,952,898) | $ (697,909) |
Weighted average shares of common stock outstanding | ||||
Basic and diluted | 5,298,159 | 5,474,695 | 5,298,159 | 4,071,497 |
Basic and diluted | $ (0.13) | $ 0.01 | $ (0.37) | $ (0.17) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2018 | $ 323 | $ 552,630 | $ 4,518,085 | $ 5,071,038 | |
Balance, Shares at Dec. 31, 2018 | 3,234,501 | ||||
Cash distributions to stockholders in 2019 prior to June 20, 2019 | (190,199) | (190,199) | |||
Net Income (loss) | 376,652 | 376,652 | |||
Balance at Mar. 31, 2019 | $ 323 | 552,630 | 4,704,538 | 5,257,491 | |
Balance, Shares at Mar. 31, 2019 | 3,234,501 | ||||
Balance at Dec. 31, 2018 | $ 323 | 552,630 | 4,518,085 | 5,071,038 | |
Balance, Shares at Dec. 31, 2018 | 3,234,501 | ||||
Net Income (loss) | (697,909) | ||||
Balance at Sep. 30, 2019 | $ 547 | 423,306 | 3,333,762 | 3,757,615 | |
Balance, Shares at Sep. 30, 2019 | 5,474,695 | ||||
Balance at Mar. 31, 2019 | $ 323 | 552,630 | 4,704,538 | 5,257,491 | |
Balance, Shares at Mar. 31, 2019 | 3,234,501 | ||||
Cash distributions to stockholders in 2019 prior to June 20, 2019 | (296,215) | (296,215) | |||
Conversion of Rights to common shares | $ 42 | 42 | |||
Conversion of Rights to common shares, shares | 419,450 | ||||
Combination with Peck Electric Co. | $ 182 | (129,100) | (128,918) | ||
Combination with Peck Electric Co., shares | 1,820,744 | ||||
Net Income (loss) | (1,150,716) | (1,150,716) | |||
Balance at Jun. 30, 2019 | $ 547 | 423,530 | 3,257,607 | 3,681,684 | |
Balance, Shares at Jun. 30, 2019 | 5,474,695 | ||||
Recapitalization costs | (224) | (224) | |||
Net Income (loss) | 76,155 | 76,155 | |||
Balance at Sep. 30, 2019 | $ 547 | 423,306 | 3,333,762 | 3,757,615 | |
Balance, Shares at Sep. 30, 2019 | 5,474,695 | ||||
Balance at Dec. 31, 2019 | $ 529 | 412,356 | 3,603,876 | 4,016,761 | |
Balance, Shares at Dec. 31, 2019 | 5,298,159 | ||||
Net Income (loss) | (432,632) | (432,632) | |||
Balance at Mar. 31, 2020 | $ 529 | 412,356 | 3,171,244 | 3,584,129 | |
Balance, Shares at Mar. 31, 2020 | 5,298,159 | ||||
Balance at Dec. 31, 2019 | $ 529 | 412,356 | 3,603,876 | 4,016,761 | |
Balance, Shares at Dec. 31, 2019 | 5,298,159 | ||||
Net Income (loss) | (1,777,342) | ||||
Balance at Sep. 30, 2020 | $ 20 | $ 529 | 5,508,388 | 1,650,978 | 7,159,915 |
Balance, Shares at Sep. 30, 2020 | 200,000 | 5,298,159 | |||
Balance at Mar. 31, 2020 | $ 529 | 412,356 | 3,171,244 | 3,584,129 | |
Balance, Shares at Mar. 31, 2020 | 5,298,159 | ||||
Investment in Green Seed Investors, LLC | $ 20 | 4,999,980 | 5,000,000 | ||
Investment in Green Seed Investors, LLC, shares | 200,000 | ||||
Investment in Solar Project Partners, LLC | 96,052 | 96,052 | |||
Investment in Solar Project Partners, LLC, shares | |||||
Net Income (loss) | (829,030) | (829,030) | |||
Balance at Jun. 30, 2020 | $ 20 | $ 529 | 5,508,388 | 2,342,214 | 7,851,151 |
Balance, Shares at Jun. 30, 2020 | 200,000 | 5,298,159 | |||
Preferred stock dividend | (175,556) | (175,556) | |||
Investment in Green Seed Investors, LLC | $ 20 | 4,999,980 | 5,000,000 | ||
Investment in Green Seed Investors, LLC, shares | 200,000 | ||||
Investment in Solar Project Partners, LLC | 96,052 | 96,052 | |||
Investment in Solar Project Partners, LLC, shares | |||||
Net Income (loss) | (515,680) | (515,680) | |||
Balance at Sep. 30, 2020 | $ 20 | $ 529 | $ 5,508,388 | $ 1,650,978 | $ 7,159,915 |
Balance, Shares at Sep. 30, 2020 | 200,000 | 5,298,159 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Cash flows from operating activities | |||||||
Net loss | $ (515,680) | $ (432,632) | $ 76,155 | $ 376,652 | $ (1,777,342) | $ (697,909) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation | 138,164 | 155,169 | 448,189 | 466,222 | |||
Deferred finance charge amortization | 3,277 | ||||||
Bad debt expense | 164,292 | ||||||
Deferred tax (benefit) provision | (631,335) | 1,527,311 | $ 1,098,481 | ||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (2,868,150) | (5,103,347) | |||||
Other current assets | 53,895 | (210,852) | |||||
Costs and estimated earnings in excess of billings | 30,705 | (2,709,006) | |||||
Accounts payable | (1,028,725) | 2,085,197 | |||||
Accrued expenses | (44,537) | 43,425 | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 3,175,877 | 645,385 | |||||
Deferred compensation | (23,250) | (20,165) | |||||
Net cash used in operating activities | (2,497,104) | (3,973,739) | |||||
Cash flows from investing activities: | |||||||
Purchase of solar arrays and equipment | (39,243) | ||||||
Investment costs | (129,100) | ||||||
Cash surrender value of life insurance | (54,689) | ||||||
Investment in captive insurance | (57,230) | (60,063) | |||||
Net cash used in investing activities | (57,230) | (283,095) | |||||
Cash flows from financing activities: | |||||||
Net borrowings on line of credit | 2,232,580 | 4,027,476 | |||||
Payments of line of credit | (510,100) | ||||||
Proceeds from long-term debt | 1,487,624 | ||||||
Payments of long-term debt | (327,847) | (230,629) | |||||
Payments to stockholders | (305,403) | ||||||
Due to stockholders | 395,070 | ||||||
Stockholder distributions paid | (219,600) | ||||||
Net cash provided by financing activities | 2,576,854 | 3,972,317 | |||||
Net increase (decrease) in cash | 22,520 | (284,517) | |||||
Cash, beginning of period | $ 95,930 | $ 313,217 | 95,930 | 313,217 | 313,217 | ||
Cash, end of period | $ 118,450 | $ 28,700 | 118,450 | 28,700 | $ 95,930 | ||
Supplemental disclosure of cash flow information | |||||||
Interest | 215,453 | 158,217 | |||||
Income taxes | 366 | 5,859 | |||||
Supplemental schedule of non-cash investing and financing activities: | |||||||
Shares of Preferred Stock issued for investment | 5,000,000 | ||||||
Warrants issued for investment | 96,052 | ||||||
Preferred dividends satisfied with distribution from investment | 175,556 | ||||||
Vehicle purchased and financed | 127,161 | ||||||
Accrued S corporation distributions which have not been paid | $ 266,814 |
Summary of Operations and Signi
Summary of Operations and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
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 Northeastern United States. The Company also provides electrical contracting services and data and communication services. The work is performed under fixed-price and modified fixed-price contracts and time and materials contracts. The Company is incorporated in the State of Delaware and has its corporate headquarters in South Burlington, Vermont. On February 26, 2019, Peck Electric Co., 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 “Reverse Merger and Recapitalization”), 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 Reverse Merger and Recapitalization was completed. In connection with the Reverse Merger and Recapitalization, 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, Peck Company Holdings, Inc. was deemed the acquiring entity for accounting purposes. Concurrent with the completion of the Reverse Merger and Recapitalization, Jensyn changed its name from “Jensyn Acquisition Corp.” to “The Peck Company Holdings, Inc.” and the symbol for its Common Stock traded 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 condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any other period. The accompanying financial statements should be read in conjunction with the Company’s audited financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. c) Revenue Recognition 1) Revenue Recognition Standard In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU and all subsequently issued clarifying ASUs replaced most existing revenue recognition guidance in U.S. GAAP. The ASU also required expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the new standard in the fourth quarter 2019, effective January 1, 2019, the first day of the Company’s fiscal year, using the modified retrospective method. As part of the adoption of the ASU, the Company elected to use the following transition practical expedients: (i) completed contracts that begin and end in the same annual reporting period have not been restated; (ii) the Company used the known transaction price for completed contracts; (iii) to exclude disclosures of transaction prices allocated to remaining performance obligations when the Company expects to recognize such revenue for all periods prior to the date of initial application of the ASU; and (iv) the Company has reflected the aggregate of all contract modifications that occurred prior to the date of initial application when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price. The majority of the Company’s revenue is recognized over time based on the percentage of completion method with cost inputs. Revenue recognized over time primarily consists of performance obligations that are satisfied within one year or less. The majority of the Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. 2) Revenue Recognition Policy Solar Power Systems Sales and Engineering, Procurement, and Construction Services The Company recognizes revenue from the sale of solar power systems, Engineering, Procurement and Construction (“EPC”) services, and other construction type contracts over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Construction contracts, such as the sale of a solar power system combined with EPC services, are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. Our contracts often require significant services to integrate complex activities and equipment into a single deliverable and are therefore generally accounted for as a single performance obligation, even when delivering multiple distinct services. For such services, the Company recognizes revenue using the cost to cost method, based primarily on contract cost incurred to date compared to total estimated contract cost. The cost to cost method (an input method) is the most accurate depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Cost of revenue includes an allocation of indirect costs including depreciation and amortization. Subcontractor materials, labor and equipment, are included in revenue and cost of revenue when management believes that the Company is acting as a principal rather than as an agent (i.e., the Company integrates the materials, labor and equipment into the deliverables promised to the customer). Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the customer. As of September 30, 2020, the Company had $0 in pre-contract costs classified as a current asset under contract assets on the Condensed Consolidated Balance Sheet. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on construction contracts are typically due within 30 to 45 days of billing, depending on the contract. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. For sales of solar power systems in which the Company sells a controlling interest in the project to a customer, revenue is recognized for the consideration received when control of the underlying project is transferred to the customer. Revenue may also be recognized for the sale of a solar power system after it has been completed due to the timing of when a sales contract has been entered into with the customer. Energy Generation Revenue from net metering credits is recorded as electricity is generated from the solar arrays and billed to customers (PPA off-taker) at the price rate stated in the applicable power purchase agreement (PPA). Operation and Maintenance and Other Miscellaneous Services Revenue for time and materials contracts is recognized as the service is provided. 3) Disaggregation of Revenue from Contracts with Customers The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations for the three and nine months ended September 30: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Performance obligations satisfied over time Solar $ 3,840,231 $ 9,852,848 $ 9,162,303 $ 17,060,573 Electric 679,339 1,541,210 1,653,545 3,908,634 Data and Network 446,456 355,522 905,084 908,963 Total $ 4,966,026 $ 11,749,580 $ 11,720,932 $ 21,878,170 During the periods ended September 30, 2020 and 2019, there was no revenue recognized based on the satisfaction of performance obligation at a point in time. 4) Variable Consideration The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; award and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the Company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. 5) Remaining Performance Obligation Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. 6) Warranties The Company generally provides limited warranties for work performed under its construction contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. Historically, warranty claims have not resulted in material costs incurred, and any estimated costs for warranties are included in the individual contract cost estimates for purposes of accounting for long-term contracts. e) Accounts Receivable Accounts receivable are recorded when invoices are issued and presented on the condensed balance sheet net of the allowance for doubtful accounts. The allowance, which was $84,000 at September 30, 2020 and December 31, 2019, is estimated based on historical losses, the existing economic condition, and the financial stability of the Company’s customers. Accounts are written off against the reserve when they are determined to be uncollectible. f) Project Assets Project assets primarily consist of costs related to solar power projects that are in various stages of development that are capitalized prior to the completion of the sale of the project, and are actively marketed and intended to be sold. In contrast to contract assets, the Company holds a controlling interest in the project itself. These project related costs include costs for land, development, and construction of a PV solar power system. Development costs may include legal, consulting, permitting, transmission upgrade, interconnection, and other similar costs. The Company typically classifies project assets as noncurrent due to the nature of solar power projects (long-lived assets) and the time required to complete all activities to develop, construct, and sell projects, which is typically longer than 12 months. Once the Company enters into a definitive sales agreement, such project assets are classified as current until the sale is completed and the Company has met all of the criteria to recognize the sale as revenue. Any income generated by a project while it remains within project assets is accounted for as a reduction to the basis in the project. If a project is completed and begins commercial operation prior to the closing of a sales arrangement, the completed project will remain in project assets until placed in service. All expenditures related to the development and construction of project assets, whether fully or partially owned, are presented as a component of cash flows from operating activities. Project assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A project is considered commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. A partially developed or partially constructed project is considered to be commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. The Company examines a number of factors to determine if the project is expected to be recoverable, including whether there are any changes in environmental, permitting, market pricing, regulatory, or other conditions that may impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated fair value, with the resulting impairment recorded within “Selling, general and administrative” expense. Project Asset were $0 for the three and nine months ended September 30, 2020 and 2019, respectively. 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 three months ended September 30, 2020 and September 30, 2019 was $138,164 and $155,169, respectively. Total depreciation expense for the nine months ended September 30, 2020 and September 30, 2019 was $448,189 and $466,222, respectively. The cost of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation are eliminated from the accounts and any resulting gain or loss is included in operations. The cost of maintenance and repairs are charged to expense as incurred, while significant renewals or betterments are capitalized. h) Long-Lived Assets The Company assesses long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, the Company compares undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, the Company measures any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and such projections may vary from the cash flows eventually realized. The Company considers a long-lived asset to be abandoned after the Company has ceased use of such asset and they have no intent to use or repurpose the asset in the future. Abandoned long-lived assets are recorded at their salvage value, if any. i) Asset Retirement Obligations The Company develops, constructs, and operates certain solar arrays with land lease agreements that include a requirement for the removal of the assets at the end of the term of the agreement. The Company recognizes such asset retirement obligations (“ARO”) in the period in which they are incurred based on the present value of estimated third-party recommissioning costs, and they capitalize the associated asset retirement costs as part of the carrying amount of the related assets. Once an asset is placed into service, the asset retirement cost is subsequently depreciated on a straight-line basis over the estimated useful life of the asset. Changes in AROs resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense. The AROs were not deemed significant to the financial statements and were therefore not recorded as a liability at September 30, 2020 and December 31, 2019. j) Concentration and Credit Risks The Company occasionally has cash balances in a single financial institution during the year in excess of the Federal Deposit Insurance Corporation limit of up to $250,000 per financial institution. The differences between book and bank balances are outstanding checks and deposits in transit. At September 30, 2020, the uninsured balances were immaterial. k) Income Taxes Through June 20, 2019 (the date of the closing of the Exchange Agreement) the former Peck Electric had elected to be taxed as an S-Corporation under the Internal Revenue Code and similar codes in states in which the Company was subject to taxation. While this election was in effect, the income (whether distributed or not) was taxed for federal income tax purposes to former Peck Electric stockholders. Accordingly, no provision for federal income tax was required. The provision for income taxes for former Peck Electric was primarily for Vermont minimum taxes. As of the date of the completion of the Exchange Agreement, the Company effectively became a C-Corporation, which changed the level of taxation from the stockholders to the Company. The deferred tax assets and liabilities that arise out of the change of tax status have been recorded to account for the temporary differences that existed on the date of the change resulting in a deferred tax liability of $1,506,362. The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The financial statements of the Company account for deferred tax assets and liabilities in accordance with Accounting Standards Codification (“ASC”) 740, Income taxes. The Company also uses a more-likely-than-not measurement for all tax positions taken or expected to be taken on a tax return in order for those tax positions to be recognized in the financial statements. If the Company were to incur interest and penalties related to income taxes, these would be included in the provision for income taxes. Generally, the three tax years previously filed remain subject to examination by federal and state tax authorities. l) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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. m) 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). In August 2020, the FASB issued ASU No. 2020-08, Codification Improvements (Subtopic 310-20), Receivables-Nonrefundable Fees and Other Costs. In September 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470). n) Deferred Finance Costs Deferred financing costs relate to the Company’s debt and equity instruments. Deferred financing costs relating to debt instruments are amortized over the terms of the related instrument using the effective interest method. The Company incurred $21,547 of deferred financing costs for the year ended December 31, 2019 in connection with a refinance of its revolving line of credit. Amortization expense associated with deferred financing costs, which is included in interest expense, totaled $207 for the three months ended September 30, 2020 and $0 for the three months ended September 30, 2019. Amortization expense associated with deferred financing costs, which is included in interest expense, totaled $3,277 for the nine months ended September 30, 2020 and $0 for the nine months ended September 30, 2019. Debt financing costs relating to the equity credit line were offset against additional paid in capital as the shares issued were fully earned on the execution of the agreement. The Company incurred $413,032 of deferred financing costs that was recorded to additional paid in capital for the year ended December 31, 2019. o) Fair Value of Financial Instruments The Company’s financial instruments include cash and cash equivalents, accounts receivable, cash collateral deposited with insurance carriers, deferred compensation plan liabilities, accounts payable and other current liabilities, and debt obligations. Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market-based inputs or other observable inputs; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate their fair values. Management believes the carrying values of notes and other receivables, cash collateral deposited with insurance carriers, and outstanding balances on its credit facilities approximate their fair values. The earnout provision of the Share Exchange is considered a Level 3 measurement. Given that the probability of such provisions being achieved is highly unlikely, no value was assigned to the earnout provision. |
Exchange Agreement_Reverse Merg
Exchange Agreement/Reverse Merger and Recapitalization | 9 Months Ended |
Sep. 30, 2020 | |
Exchange Agreementreverse Merger And Recapitalization | |
Exchange Agreement/Reverse Merger and Recapitalization | Note 2. EXCHANGE AGREEMENT/REVERSE MERGER AND RECAPITALIZATION As discussed in Note 1, on June 20, 2019, the Company consummated the Reverse Merger and Recapitalization 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 Exchange Agreement, the stockholders of Peck Electric Co. exchanged their shares of capital stock in Peck Electric Co. for 3,234,501 shares of the Jensyn’s Common Stock (the “Share Exchange”), representing approximately 59% of Jensyn’s outstanding shares after giving effect to the Reverse Merger and Recapitalization. As a result of the Share Exchange, Peck Electric became a wholly owned subsidiary of the Company. Upon the closing of the Reverse Merger and Recapitalization and after giving effect to the issuances of Common Stock and the conversion of 4,194,500 rights to purchase Common Stock into 419,450 shares of Common Stock. In addition, 1,819,482 shares of the Company’s Common Stock were issued to Jensyn shareholders upon the closing of the Reverse Merger and Recapitalization. The Company also redeemed a total of 492,037 shares of its Common Stock pursuant to the terms of the Company’s Second Amended and Restated Certificate of Incorporation resulting in a total payment to redeeming stockholders of $5,510,814. i. warrants exercisable for 2,097,250 shares of Common Stock, consisting of 3,900,000 warrants originally sold as part of units in Jensyn’s initial public offering (the “IPO”) and 294,500 warrants sold as part of the units issued in a private placement simultaneously with the consummation of the Jensyn 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) ii. warrants exercisable for 195,000 shares of Common Stock, consisting of 390,000 private warrants originally sold as part of Firm Units in the IPO. Each warrant entitled 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). iii. Purchase option for 390,000 Units was originally sold as part of the IPO. Each Unit has an exercise price of $12.00 per Unit and consists of the following: ○ One share of Common Stock ○ One right to receive one-tenth (1/10) of a share of Common Stock issued upon exercise of the Unit One warrant entitling 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). b) Earnout The Exchange Agreement contained a provision that if certain conditions were met by June 30, 2020, the end of the Earnout Period, the Company would issue 898,473 shares of Common Stock to the original Peck Electric Co. stockholders, issue 11,231 shares of Common Stock to Exit Strategy Partners, LLC, and issue shares of Common Stock 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 and canceled 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 as described below under “Issuance of Additional Shares and Forfeiture of Sponsor Shares.” The Board of Directors of the Company established a Special Committee of the Board of Directors to determine whether the conditions were met. Based on the findings of the Special Committee, the Board of Directors has determined that the conditions were not met. Accordingly, no shares will be issued pursuant to this provision. c) Issuance of Additional Shares and Forfeiture of Sponsor Shares In connection with the Reverse Merger and Recapitalization 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 agreed to forfeit and cancel 281,758 shares of Common Stock. As of December 31, 2019, 257,799 shares of Common Stock were forfeited. No new shares will be issued as the earnout provisions of Exchange Agreement were notmet by June 30, 2020, the end of the Earnout Period. The remaining 23,959 shares of Common Stock are pending forfeiture and cancellation as of September 30, 2020. |
Exchange and Subscription Agree
Exchange and Subscription Agreement | 9 Months Ended |
Sep. 30, 2020 | |
Exchange And Subscription Agreement | |
Exchange and Subscription Agreement | Note 3. EXCHANGE AND SUBSCRIPTION AGREEMENT The Company entered into an Exchange and Subscription Agreement (the “Exchange Agreement”) dated April 22, 2020 with GreenSeed Investors, LLC, a Delaware limited liability company (“GSI”), and Solar Project Partners, LLC, a Delaware limited liability company (“SPP”). The primary purpose of GSI is to facilitate the green bond platform and provide capital for the acquisition of solar projects by SPP. The investment in GSI provides access to early stage financing to support the Company’s EPC operations while establishing a large pipeline of projects. The investment in SPP provides the Company with the opportunity to retain a long-term ownership in the completed solar projects. As such, the Company recorded the investments as long-term other assets. Pursuant to the Exchange Agreement, the Company subscribed for 500,000 Units of Class B Preferred Membership units of GSI in exchange for 200,000 shares of the Company’s Series A Preferred Stock (the “Preferred Shares”). In addition to the investment of Preferred Shares by the Company, GSI obtain additional capital contributions which valued the Units at $10.00 per Unit. As the Company acquired 500,000 Units, the market transactions were utilized as a Level 1 fair value instruments in determining the valuation of the investment. As of April 22, 2020, the fair value of the investment in GSI was $5,000,000. Separately, the Company subscribed for and purchased 100,000 Units of SPP in exchange for the issuance by the Company of a Warrant to acquire 275,000 shares of the Company’s Common Stock at an exercise price of $15.00 per share. As of April 22, 2020, the fair value of the warrants was $96,052. The key assumptions used in the valuation of the warrants were as follows; a) volatility of 71.36%, b) term of 5 years, c) risk free rate of 0.36% and d) a dividend yield of 0%. The Exchange Agreement provides that as long as the dividend payment on the Preferred Shares in each calendar quarter is equal to the aggregate distribution with respect to the GSI Units, such payments and distributions shall be offset and neither GSI nor the Company need to make any cash payments to the other. For the three months ending September 30, 2020, the Company accrued dividends of $175,556. For the nine months ending September 30, 2020, the Company accrued dividends of $175,556. For the three months ending September 30, 2020, the Company received a distribution from GSI in the amount of $175,556 which offset the dividends payable in accordance with the operating agreement between the Company and GSI. For the nine months ending September 30, 2020, the Company received a distribution from GSI in the amount of $175,556 which offset the dividends payable in accordance with the operating agreement between the Company and GSI. The Company granted to GSI the right to repurchase up to 400,000 (in tranches of 50,000) of the Units at a valuation of $10.00 per Unit totaling $4,000,000. The Company granted to GSI registration rights with respect to the Preferred Shares, the Warrant, and the Common Stock underlying the Warrant. The GSI and SPP investments are measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in ordinary transactions for the identical or similar investment of the same issuer. Changes in the fair value of the investment are recorded as net appreciation in fair value of investment in the Consolidated Statements of Operations. At September 30, 2020, the equity investment for GSI and SPP was $5,000,000 and $96,052, respectively. No net appreciation or depreciation in fair value of the investments was recorded during the three and nine month periods ended September 30, 2020, as there were no observable price changes. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 9 Months Ended |
Sep. 30, 2020 | |
Liquidity And Financial Condition | |
Liquidity and Financial Condition | Note 4. LIQUIDITY AND FINANCIAL CONDITION For the nine months ended September 30, 2020, the Company experienced a net operating loss and negative cash flow from operations. At September 30, 2020, the Company had balances of cash of $118,450, working capital deficit of $441,888 and total stockholders’ equity of $7,335,471. To date, the Company has relied predominantly on operating cash flow and borrowings from its credit facilities and long-term debt to fund its operations. On April 24, 2020, the Company received a loan under the CARES Act Payroll Protection Program (“PPP”) of $1,487,624. Proceeds from the loan were used to cover documented expenses related to payroll, rent and utilities, during the 24-week period, subsequent to the cash being received by the Company, are eligible to be forgiven. The forgiveness amount allows for not more than 40% of the forgiveness to be for non-payroll items and is subject to reduction if employees are terminated or wages are reduced. The remaining unforgiven amount of the loan bears interest at 1% per annum and matures on April 24, 2025. Initial principal payments are deferred for the first ten months; however, interest still accrues during this time. There are no collateral requirements or prepayment penalties associated with the loan. The Company has applied for forgiveness of the full amount of the PPP loan. Due to the impact of the COVID-19 pandemic, during the third quarter the Company recommenced several projects that were previously delayed. The delayed project start dates did negatively impact the anticipated revenue and cash flow for the period. However, all projects are anticipated to be completed consistent with original expectations. The current State of Emergency is scheduled to end on November 15, 2020. However, as the Company does support and maintain critical infrastructure, several projects were deemed essential and allowed to continue. Under the terms of the Company’s equity line of credit, Lincoln Park Capital is required to purchase shares up to a total value of $15,000,000 pursuant to certain terms and conditions. The Company can require the purchase of 50,000 shares of Common Stock under a regular purchase. On the next day following a regular purchase, the Company can require the purchase of an accelerated purchase equal to 200% of the shares sold in the regular purchase as well as an additional accelerated purchase equal to 300% of the shares sold in the regular purchase. The total number of shares authorized under the Purchase Agreement total 3,024,194 which would allow the Company to maximize the equity line of credit within 10 business days. As of September 30, 2020, The Company has not utilized the line and the full availability remains available. The Company believes its current cash on hand including the proceeds received under the PPP loan, the availability under the equity line of credits, the collectability of its accounts receivable and project backlog are sufficient to meet its operating and capital requirements for at least the next twelve months from the date these financial statements are issued. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2020 | |
Credit Loss [Abstract] | |
Accounts Receivable | Note 5. ACCOUNTS RECEIVABLE Accounts receivable consist of: September 30, 2020 December 31, 2019 Accounts receivable - contracts in progress $ 9,995,486 $ 7,190,412 Accounts receivable - retainage 86,977 188,193 10,082,463 7,378,605 Allowance for doubtful accounts (84,000 ) (84,000 ) Total $ 9,998,463 $ 7,294,605 Bad debt expense was $164,292 and $0 for September 30, 2020 and 2019, respectively. Contract assets represent revenue recognized in excess of amounts billed, unbilled receivables, and retainage. Unbilled receivables represent an unconditional right to payment subject only to the passage of time, which are reclassified to accounts receivable when they are billed under the terms of the contract. Contract assets were as follows at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Costs in excess of billings $ 1,241,667 $ 1,272,372 Unbilled receivables - 206,213 Retainage 86,977 188,193 $ 1,328,644 $ 1,666,778 Contract liabilities represent amounts billed to clients in excess of revenue recognized to date, billings in excess of costs, and retainage. The Company anticipates that substantially all incurred cost associated with contract assets as of September 30, 2020 will be billed and collected within one year. Contract liabilities were as follows at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Billings in excess of costs $ 3,301,903 $ 126,026 |
Contracts in Progress
Contracts in Progress | 9 Months Ended |
Sep. 30, 2020 | |
Contractors [Abstract] | |
Contracts in Progress | Note 6. CONTRACTS IN PROGRESS Information with respect to contracts in progress is as follows: September 30, 2020 December 31, 2019 Expenditures to date on uncompleted contracts $ 4,738,293 $ 4,699,855 Estimated earnings thereon 1,042,936 1,409,060 5,781,229 6,108,915 Less billings to date (8,274,600 ) (5,168,782 ) (2,493,371 ) 940,133 Plus under billings remaining on contracts 100% complete 433,135 206,213 Total $ (2,060,236 ) $ 1,146,346 Included in accompanying balance sheets under the following captions: September 30, 2020 December 31, 2019 Cost and estimated earnings in excess of billings $ 1,241,667 $ 1,272,372 Billings in excess of costs and estimated earnings on uncompleted contracts (3,301,903 ) (126,026 ) $ (2,060,236 ) $ 1,146,346 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 7. LONG-TERM DEBT A summary of long-term debt is as follows: September 30, 2020 December 31, 2019 NBT Bank, National Association, 4.25% interest rate, secured by all business assets, payable in monthly installments of $5,869 through September 2026, with a balloon payment at maturity. $ 693,461 $ 723,230 NBT Bank, National Association, 4.00% interest rate, secured by all business assets, payable in monthly installments of $12,070 through January 2021. 47,892 153,258 NBT Bank, National Association, 4.20% interest rate, secured by building, payable in monthly installments of $3,293 through September 2026, with a balloon payment at maturity. 253,348 274,476 NBT Bank, National Association, 4.15% interest rate, secured by all business assets, payable in monthly installments of $3,677 through April 2026. 219,235 244,920 NBT Bank, National Association, 4.20% interest rate, secured by all business assets, payable in monthly installments of $5,598 through October 2026, with a balloon payment at maturity. 438,800 474,464 NBT Bank, National Association, 4.85% interest rate, secured by a piece of equipment, payable in monthly installments of $2,932 including interest, through May 2023. 87,751 110,413 NBT Bank, National Association, 1.0% interest rate, payable in monthly installments including interest beginning September 2021, through August 2026, issued through the CARES Act Payroll Protection Program. 1,487,624 - Various vehicle loans, interest ranging from 0% to 6.99%, total current monthly installments of approximately $8,150, secured by vehicles, with varying terms through September 2025. 264,244 333,510 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. 79,726 98,033 3,572,081 2,412,304 Less current portion (352,814 ) (426,254 ) 3,219,267 1,986,050 Less debt issuance costs (16,726 ) (20,003 ) $ 3,202,541 $ 1,966,047 Maturities of long-term debt are as follows: Year ending December 31: Amount Remainder of 2020 $ 98,407 2021 404,619 2022 600,960 2023 561,413 2024 515,958 2025 and thereafter 1,390,724 $ 3,572,081 |
Line of Credit
Line of Credit | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Line of Credit | Note 8. LINE OF CREDIT The Company has a working capital line of credit with NBT Bank with a limit of $6,000,000 and a variable interest rate based on the Wall Street Journal Prime rate, currently 3.25%. The line of credit is payable upon demand. The balance outstanding was $4,907,521 and $2,675,041 at September 30, 2020 and December 31, 2019, respectively Borrowing is based on 80% of eligible accounts receivable. The line is secured by all business assets and is subject to certain financial covenants. These financial covenants consist of a minimum debt service coverage ratio of 1.20 to 1.00 measured on a quarterly basis. As of September 30, 2020, the Company is in compliance with the financial covenants. The Company had a line of credit with NBT Bank with a limit of $2,000,000 to fund the development of certain solar arrays. The line had a variable interest rate based on the Wall Street Journal Prime rate, which was 4.75%. The maturity date was September 2020 and this line of credit has been closed. There were no borrowings at September 30, 2020 and the balance was $510,100 at December 31, 2019. The line was secured by all business assets and is subject to certain financial covenants. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. COMMITMENTS AND CONTINGENCIES 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 it 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 it constructed solar arrays. The lease has annual rent of $26,000. In 2019, the Company entered into a two-year non-cancelable lease agreement for equipment used in solar installations. The leases have a combined annual rent of $45,832. 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 $2,547 and $5,219 for the three months ended September 30, 2020 and 2019, respectively. Total rent expense for all of the non-cancelable leases above were $19,577 and $31,347 for the nine months ended September 30, 2020 and 2019, respectively. The Company also rents equipment to be used on jobs under varying terms not exceeding one year. Total rent expense under short term rental agreements was $44,385 and $186,465 for the three months ended September 30, 2020 and 2019, respectively. Total rent expense under short term rental agreements was $160,639 and $266,974 for the nine months ended September 30, 2020 and 2019, respectively. Future minimum lease payments required under all of the non-cancelable operating leases are as follows: Year ending December 31: Amount Remainder of 2020 $ 48,125 2021 54,201 2022 35,236 2023 35,371 2024 35,508 2025 35,231 Thereafter 448,546 $ 692,218 |
Union Assessments
Union Assessments | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Union Assessments | Note 10. UNION ASSESSMENTS The Company employs members of the International Brotherhood of Electrical Workers Local 300 (IBEW). The union fee assessments payable are both withholdings from employees and employer assessments. Union fees are for monthly dues, defined contribution pension, health and welfare funds as part of multi-employer plans. All union assessments are based on the number of hours worked or a percentage of gross wages as stipulated in the agreement with the Union. The Company has an agreement with the IBEW in respect to rates of pay, hours, benefits, and other employment conditions. During the three and nine months ended September 30, 2020 and 2019, the Company incurred the following union assessments. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Pension fund $ 68,353 $ 141,553 $ 209,389 $ 287,810 Welfare fund 218,428 441,441 585,134 895,423 National employees benefit fund 23,553 52,484 59,366 97,071 Joint apprenticeship and training committee 3,336 8,004 8,546 14,456 401(k) matching 11,485 11,424 30,987 28,256 Total $ 325,155 $ 654,906 $ 893,422 $ 1,323,016 |
Provision for Income Taxes
Provision for Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Note 11. PROVISION FOR INCOME TAXES In connection with the closing of the Reverse Merger and Recapitalization, the Company’s tax status changed from an S-corporation to a C-corporation. As a result, the Company is responsible for federal and state income taxes and must record deferred tax assets and liabilities for the tax effects of any temporary differences that exist on the date of the change. When push down accounting does not apply as part of a business combination, U.S. GAAP requires the effect of the change in tax status to be recognized in the financial statements and the effect is included in income (loss) from continuing operations. The Company recorded deferred income tax expense and a corresponding deferred tax liability of $1,098,481 as of and for the year ended December 31, 2019, of which $1,506,362 was recorded at the time of conversion to a C Corporation (see note 1 (k) income taxes). The provision for income taxes for the nine months ending September 30, 2020 and 2019 consists of the following: September 30, 2020 September 30, 2019 Current Federal $ - $ 21,660 State 750 6,359 Total current 750 28,019 Deferred Federal (478,370 ) 1,141,389 State (152,965 ) 364,973 Total deferred tax (asset) liability $ (631,335 ) 1,506,362 (Benefit) provision for Income Taxes $ (630,585 ) $ 1,555,330 The Company’s total deferred tax assets and liabilities at September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 December 31, 2019 Deferred tax assets (liabilities) Accruals and reserves $ 23,758 $ 4,157 Net operating loss 964,948 421,940 Total deferred tax assets 988,706 426,097 Property and equipment (1,455,853 ) (1,524,578 ) Total deferred tax liabilities (1,476,297 ) (1,524,578 ) Net deferred tax asset (liabilities) $ (467,147 ) $ (1,098,481 ) Reconciliation between the effective tax on income from operations and the statutory tax rate is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Income tax (benefit) expense at federal statutory rate $ (152,183 ) $ 26,170 $ (505,665 ) $ 180,058 Federal taxes on period Company was a flow through entity - - - (153,888 ) Permanent differences 12,676 - 36,111 - Deferred tax expense recorded upon conversion to C corp - - - 1,506,362 Other adjustments (15,191 ) - 3,910 - State and local taxes net of federal benefit (54,302 ) 22,298 (164,941 ) 22,798 Total $ (209,000 ) $ 48,468 $ (630,585 ) $ 1,555,330 |
Captive Insurance
Captive Insurance | 9 Months Ended |
Sep. 30, 2020 | |
Underwriter discounts | |
Captive Insurance | Note 12. CAPTIVE INSURANCE The Company and other companies are members of an offshore heterogeneous group captive insurance holding company entitled Navigator Casualty, LTD. (NCL). NCL is located in the Cayman Islands and insures claims relating to workers’ compensation, general liability, and auto liability coverage. Premiums are developed through the use of an actuarially determined loss forecast. Premiums paid totaled $174,891 and $117,528 for the years ended December 31, 2019 and 2018, respectively. The loss funding, derived from the actuarial forecast, is broken-out into two categories by the actuary known as the “A & B” Funds. The “A” Fund pays for the first $100,000 of any loss and the “B” Fund contributes to the remainder of the loss layer up to $300,000 total per occurrence. Each shareholder has equal ownership and invests a one-time cash capitalization of $36,000. This is broken out into two categories, $35,900 of redeemable preference shares and $100 for a single common share. Each shareholder represents a single and equal vote on NCL’s Board of Directors. Summary financial information on NCL as of September 30, 2019 is: Total assets $ 68,741,297 Total liabilities $ 34,086,013 Comprehensive income $ 5,762,011 NCL’s fiscal year end is September 30, 2019. September 30, 2020 December 31, 2019 Investment in NCL Capital $ 36,000 $ 36,000 Cash security 158,785 101,555 Investment income in excess of losses (incurred and reserves) 3,320 3,320 Total investment $ 198,105 $ 140,875 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. RELATED PARTY TRANSACTIONS In 2014, the minority stockholders of Peck Electric Co., who sold the building that the Company occupies, lent the proceeds to the majority stockholders of Peck Electric Co. who contributed $400,000 of the net proceeds as paid in capital. At September 30, 2020 and December 31, 2019, the amount owed of $86,000 and $117,605, respectively, is included in the “due to stockholders” as there is a right to offset. In May 2018, stockholders of the Company bought out a minority stockholder of Peck Electric Co. The Company advanced $250,000 for the stock purchase which is included in the “due from stockholders”. At September 30, 2020 and December 31, 2019, the amounts of $602,463 and $337,000, respectively, are included in the “due to stockholders” as there is a right to offset. In 2019, the Company’s majority stockholder loaned $286,964 and $295,299 to the Company to help with cash flow needs and the amount is included in the “due to stockholders” at September 30, 2020 and December 31, 2019, respectively. The Company was an S-corporation through June 20, 2019 and 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 at September 30, 2020 and December 31, 2019, respectively, to the owners of Peck Electric Co. for the period during which the Company was an S-corporation, which is included in the “due to stockholders” value below. The amounts below include amounts due to/from stockholders as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Due to stockholders consists of unsecured notes to stockholders with interest at the mid-term AFR rate (2.08% at September 30, 2020). $ 37,315 $ 342,718 |
Deferred Compensation Plan
Deferred Compensation Plan | 9 Months Ended |
Sep. 30, 2020 | |
Compensation Related Costs [Abstract] | |
Deferred Compensation Plan | Note 14. DEFERRED COMPENSATION PLAN In 2018, the Company entered into a deferred compensation agreement with a former minority stockholder. The agreement provides for deferred income benefits and is payable over the post-retirement period. The Company accrues the present value of the estimated future benefit payments over the period from the date of the agreement to the retirement date. The minimum commitment for future compensation under the agreement is $155,000, the net present value of which is $93,513 at September 30, 2020. The Company will also pay the former stockholder a solar management fee of 24.5% of the available cash flow from the solar arrays put into service on or before December 31, 2017 over the life of the arrays. The amount is de minimis and therefore not recorded on the balance sheet as of September 30, 2020 and December 31, 2019 and recorded in the statement of operations when incurred. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Net (loss) income available to common stockholder: | |
Earnings (Loss) Per Share | Note 15. 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 Reverse Merger and Recapitalization, the Company has retrospectively adjusted the weighted average of shares of common stock outstanding prior to June 20, 2019 by multiplying them by the exchange ratio used to determine the number of shares of common stock into which they converted. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Net (loss) income $ (515,680 ) $ 76,155 $ (1,777,342 ) $ (697,909 ) Net income applicable to preferred shareholders (175,556 ) - (175,556 ) - Net (loss) income available to common stock shareholders $ (691,236 ) $ 76,155 $ (1,952,898 ) $ (697,909 ) Denominator: Weighted average shares outstanding: Basic 5,298,159 5,474,695 5,298,159 4,071,497 Diluted 5,298,159 5,474,695 5,298,159 4,071,497 Basic income (loss) per share $ (0.13 ) $ 0.01 $ (0.37 ) $ (0.17 ) Diluted income (loss) per share $ (0.13 ) $ 0.01 $ (0.37 ) $ (0.17 ) The Company has contingent share arrangements and warrants arising from the Reverse Merger and Recapitalization and Jensyn’s IPO as discussed in Note 2 and the Exchange and Subscription Agreement discussed in Note 3. The potential issuance of additional shares of Common Stock from these arrangements were excluded from the diluted EPS calculation because the prevailing market and operating conditions at the present time do not indicate that any additional shares of Common Stock will be issued. These instruments could result in dilution in future periods. As of September 30, 2020, the earnout shares were forfeited. Below is a schedule of the potential share issuances arising from these contingencies that were excluded from the calculations above: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Earnout provision, includes new shares of common stock to be issued to former Peck Electric Co. shareholders - 898,473 - 898,473 Earnout provision, includes new shares of Common Stock that may be issued to Exit Strategy - 11,231 - 11,231 Earnout provision, including new shares of Common Stock that may be issued to holders of forfeited and canceled shares - 257,799 - 257,799 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 429,000 429,000 Warrants to purchase Common Stock, from Jensyn’s IPO 2,292,250 2,292,250 2,292,250 2,292,250 Warrants to purchase Common Stock, from Solar Project Partners, LLC. Exchange and Subscription Agreement 275,000 - 275,000 - Conversion of Preferred Stock to Common Stock from GreenSeed Investors, LLC Exchange and Subscription Agreement 200,000 - 200,000 - |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Preferred Stock | Note 16. PREFERRED STOCK The Company has authorized and designated 1,000,000 shares of convertible preferred stock (the “Preferred Stock”). Pursuant to the Exchange Agreement, the Company subscribed for 500,000 Units of Class B Preferred Membership units of GSI in exchange for 200,000 shares of the Company’s Series A Preferred Stock (the “Preferred Shares”). In addition, the Company subscribed for and purchased 100,000 Units of SPP in exchange for the issuance by the Company of a Warrant to acquire 275,000 shares of the Company’s Common Stock at an exercise price of $15.00 per share. The Exchange Agreement provides that as long as the dividend payment on the Preferred Shares in each calendar quarter is equal to the aggregate distribution with respect to the GSI Units, such payments and distributions shall be offset and neither GSI nor the Company need to make any cash payments to the other. The Company granted to GSI the right to repurchase up to 400,000 (in tranches of 50,000) of the Units at a valuation of $4,000,000. The Company granted to GSI registration rights with respect to the Preferred Shares, the Warrant, and the Common Stock underlying the Warrant. The Preferred Stock has the following rights and privileges: Voting Conversion Dividends Liquidation Redemption |
Merger Agreement
Merger Agreement | 9 Months Ended |
Sep. 30, 2020 | |
Merger Agreement | |
Merger Agreement | Note 17. MERGER AGREEMENT On August 10, 2020, the Company and Sunworks, Inc. (“Sunworks”) (Nasdaq: SUNZ), entered into a definitive agreement under which the Company will acquire Sunworks in an all-stock transaction pursuant to which each share of Sunworks stock will be exchanged for 0.185171 shares of Peck common stock (subject to certain adjustments). Assuming no adjustments, Sunworks’ stockholders will receive an aggregate of approximately 3,079,207 shares of Peck common stock, representing approximately 36.54% of Peck common stock outstanding after the merger. Before entering into the definitive agreement, no material relationship existed between Sunworks and Peck. The merger has received the approval of the Board of Directors of both Sunworks and Peck and is anticipated to close during the fourth quarter of 2020 subject to approval by stockholders of both companies and other customary conditions. On October 14, 2020 the Company filed its Definitive Joint Proxy Statement/Prospectus (“the Proxy”) with the Securities and Exchange Commission. The Proxy included the notice of a Special Meeting of Stockholders to be held on November 12, 2020 to vote on the proposal to adopt the Agreement and Plan of Merger. Sunworks provides photovoltaic (PV) based power systems for the agricultural, commercial, industrial (ACI), public works, and residential markets in California, Nevada, Massachusetts, Oregon, New Jersey and Hawaii. The merger will be accounted for as a business combination in which the Company will be the acquirer. |
Summary of Operations and Sig_2
Summary of Operations and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 Northeastern United States. The Company also provides electrical contracting services and data and communication services. The work is performed under fixed-price and modified fixed-price contracts and time and materials contracts. The Company is incorporated in the State of Delaware and has its corporate headquarters in South Burlington, Vermont. On February 26, 2019, Peck Electric Co., 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 “Reverse Merger and Recapitalization”), 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 Reverse Merger and Recapitalization was completed. In connection with the Reverse Merger and Recapitalization, 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, Peck Company Holdings, Inc. was deemed the acquiring entity for accounting purposes. Concurrent with the completion of the Reverse Merger and Recapitalization, Jensyn changed its name from “Jensyn Acquisition Corp.” to “The Peck Company Holdings, Inc.” and the symbol for its Common Stock traded 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 condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any other period. The accompanying financial statements should be read in conjunction with the Company’s audited financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. |
Revenue Recognition | c) Revenue Recognition 1) Revenue Recognition Standard In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU and all subsequently issued clarifying ASUs replaced most existing revenue recognition guidance in U.S. GAAP. The ASU also required expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the new standard in the fourth quarter 2019, effective January 1, 2019, the first day of the Company’s fiscal year, using the modified retrospective method. As part of the adoption of the ASU, the Company elected to use the following transition practical expedients: (i) completed contracts that begin and end in the same annual reporting period have not been restated; (ii) the Company used the known transaction price for completed contracts; (iii) to exclude disclosures of transaction prices allocated to remaining performance obligations when the Company expects to recognize such revenue for all periods prior to the date of initial application of the ASU; and (iv) the Company has reflected the aggregate of all contract modifications that occurred prior to the date of initial application when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price. The majority of the Company’s revenue is recognized over time based on the percentage of completion method with cost inputs. Revenue recognized over time primarily consists of performance obligations that are satisfied within one year or less. The majority of the Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. 2) Revenue Recognition Policy Solar Power Systems Sales and Engineering, Procurement, and Construction Services The Company recognizes revenue from the sale of solar power systems, Engineering, Procurement and Construction (“EPC”) services, and other construction type contracts over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Construction contracts, such as the sale of a solar power system combined with EPC services, are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. Our contracts often require significant services to integrate complex activities and equipment into a single deliverable and are therefore generally accounted for as a single performance obligation, even when delivering multiple distinct services. For such services, the Company recognizes revenue using the cost to cost method, based primarily on contract cost incurred to date compared to total estimated contract cost. The cost to cost method (an input method) is the most accurate depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Cost of revenue includes an allocation of indirect costs including depreciation and amortization. Subcontractor materials, labor and equipment, are included in revenue and cost of revenue when management believes that the Company is acting as a principal rather than as an agent (i.e., the Company integrates the materials, labor and equipment into the deliverables promised to the customer). Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the customer. As of September 30, 2020, the Company had $0 in pre-contract costs classified as a current asset under contract assets on the Condensed Consolidated Balance Sheet. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on construction contracts are typically due within 30 to 45 days of billing, depending on the contract. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. For sales of solar power systems in which the Company sells a controlling interest in the project to a customer, revenue is recognized for the consideration received when control of the underlying project is transferred to the customer. Revenue may also be recognized for the sale of a solar power system after it has been completed due to the timing of when a sales contract has been entered into with the customer. Energy Generation Revenue from net metering credits is recorded as electricity is generated from the solar arrays and billed to customers (PPA off-taker) at the price rate stated in the applicable power purchase agreement (PPA). Operation and Maintenance and Other Miscellaneous Services Revenue for time and materials contracts is recognized as the service is provided. 3) Disaggregation of Revenue from Contracts with Customers The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations for the three and nine months ended September 30: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Performance obligations satisfied over time Solar $ 3,840,231 $ 9,852,848 $ 9,162,303 $ 17,060,573 Electric 679,339 1,541,210 1,653,545 3,908,634 Data and Network 446,456 355,522 905,084 908,963 Total $ 4,966,026 $ 11,749,580 $ 11,720,932 $ 21,878,170 During the periods ended September 30, 2020 and 2019, there was no revenue recognized based on the satisfaction of performance obligation at a point in time. 4) Variable Consideration The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; award and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the Company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. 5) Remaining Performance Obligation Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. 6) Warranties The Company generally provides limited warranties for work performed under its construction contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. Historically, warranty claims have not resulted in material costs incurred, and any estimated costs for warranties are included in the individual contract cost estimates for purposes of accounting for long-term contracts. |
Accounts Receivable | e) Accounts Receivable Accounts receivable are recorded when invoices are issued and presented on the condensed balance sheet net of the allowance for doubtful accounts. The allowance, which was $84,000 at September 30, 2020 and December 31, 2019, is estimated based on historical losses, the existing economic condition, and the financial stability of the Company’s customers. Accounts are written off against the reserve when they are determined to be uncollectible. |
Project Assets | f) Project Assets Project assets primarily consist of costs related to solar power projects that are in various stages of development that are capitalized prior to the completion of the sale of the project, and are actively marketed and intended to be sold. In contrast to contract assets, the Company holds a controlling interest in the project itself. These project related costs include costs for land, development, and construction of a PV solar power system. Development costs may include legal, consulting, permitting, transmission upgrade, interconnection, and other similar costs. The Company typically classifies project assets as noncurrent due to the nature of solar power projects (long-lived assets) and the time required to complete all activities to develop, construct, and sell projects, which is typically longer than 12 months. Once the Company enters into a definitive sales agreement, such project assets are classified as current until the sale is completed and the Company has met all of the criteria to recognize the sale as revenue. Any income generated by a project while it remains within project assets is accounted for as a reduction to the basis in the project. If a project is completed and begins commercial operation prior to the closing of a sales arrangement, the completed project will remain in project assets until placed in service. All expenditures related to the development and construction of project assets, whether fully or partially owned, are presented as a component of cash flows from operating activities. Project assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A project is considered commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. A partially developed or partially constructed project is considered to be commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. The Company examines a number of factors to determine if the project is expected to be recoverable, including whether there are any changes in environmental, permitting, market pricing, regulatory, or other conditions that may impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated fair value, with the resulting impairment recorded within “Selling, general and administrative” expense. Project Asset were $0 for the three and nine months ended September 30, 2020 and 2019, respectively. |
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 three months ended September 30, 2020 and September 30, 2019 was $138,164 and $155,169, respectively. Total depreciation expense for the nine months ended September 30, 2020 and September 30, 2019 was $448,189 and $466,222, respectively. The cost of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation are eliminated from the accounts and any resulting gain or loss is included in operations. The cost of maintenance and repairs are charged to expense as incurred, while significant renewals or betterments are capitalized. |
Long-Lived Assets | h) Long-Lived Assets The Company assesses long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, the Company compares undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, the Company measures any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and such projections may vary from the cash flows eventually realized. The Company considers a long-lived asset to be abandoned after the Company has ceased use of such asset and they have no intent to use or repurpose the asset in the future. Abandoned long-lived assets are recorded at their salvage value, if any. |
Asset Retirement Obligations | i) Asset Retirement Obligations The Company develops, constructs, and operates certain solar arrays with land lease agreements that include a requirement for the removal of the assets at the end of the term of the agreement. The Company recognizes such asset retirement obligations (“ARO”) in the period in which they are incurred based on the present value of estimated third-party recommissioning costs, and they capitalize the associated asset retirement costs as part of the carrying amount of the related assets. Once an asset is placed into service, the asset retirement cost is subsequently depreciated on a straight-line basis over the estimated useful life of the asset. Changes in AROs resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense. The AROs were not deemed significant to the financial statements and were therefore not recorded as a liability at September 30, 2020 and December 31, 2019. |
Concentration and Credit Risks | j) Concentration and Credit Risks The Company occasionally has cash balances in a single financial institution during the year in excess of the Federal Deposit Insurance Corporation limit of up to $250,000 per financial institution. The differences between book and bank balances are outstanding checks and deposits in transit. At September 30, 2020, the uninsured balances were immaterial. |
Income Taxes | k) Income Taxes Through June 20, 2019 (the date of the closing of the Exchange Agreement) the former Peck Electric had elected to be taxed as an S-Corporation under the Internal Revenue Code and similar codes in states in which the Company was subject to taxation. While this election was in effect, the income (whether distributed or not) was taxed for federal income tax purposes to former Peck Electric stockholders. Accordingly, no provision for federal income tax was required. The provision for income taxes for former Peck Electric was primarily for Vermont minimum taxes. As of the date of the completion of the Exchange Agreement, the Company effectively became a C-Corporation, which changed the level of taxation from the stockholders to the Company. The deferred tax assets and liabilities that arise out of the change of tax status have been recorded to account for the temporary differences that existed on the date of the change resulting in a deferred tax liability of $1,506,362. The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The financial statements of the Company account for deferred tax assets and liabilities in accordance with Accounting Standards Codification (“ASC”) 740, Income taxes. The Company also uses a more-likely-than-not measurement for all tax positions taken or expected to be taken on a tax return in order for those tax positions to be recognized in the financial statements. If the Company were to incur interest and penalties related to income taxes, these would be included in the provision for income taxes. Generally, the three tax years previously filed remain subject to examination by federal and state tax authorities. |
Use of Estimates | l) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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 | m) 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). In August 2020, the FASB issued ASU No. 2020-08, Codification Improvements (Subtopic 310-20), Receivables-Nonrefundable Fees and Other Costs. In September 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470). |
Deferred Finance Costs | n) Deferred Finance Costs Deferred financing costs relate to the Company’s debt and equity instruments. Deferred financing costs relating to debt instruments are amortized over the terms of the related instrument using the effective interest method. The Company incurred $21,547 of deferred financing costs for the year ended December 31, 2019 in connection with a refinance of its revolving line of credit. Amortization expense associated with deferred financing costs, which is included in interest expense, totaled $207 for the three months ended September 30, 2020 and $0 for the three months ended September 30, 2019. Amortization expense associated with deferred financing costs, which is included in interest expense, totaled $3,277 for the nine months ended September 30, 2020 and $0 for the nine months ended September 30, 2019. Debt financing costs relating to the equity credit line were offset against additional paid in capital as the shares issued were fully earned on the execution of the agreement. The Company incurred $413,032 of deferred financing costs that was recorded to additional paid in capital for the year ended December 31, 2019. |
Fair Value of Financial Instruments | o) Fair Value of Financial Instruments The Company’s financial instruments include cash and cash equivalents, accounts receivable, cash collateral deposited with insurance carriers, deferred compensation plan liabilities, accounts payable and other current liabilities, and debt obligations. Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market-based inputs or other observable inputs; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate their fair values. Management believes the carrying values of notes and other receivables, cash collateral deposited with insurance carriers, and outstanding balances on its credit facilities approximate their fair values. The earnout provision of the Share Exchange is considered a Level 3 measurement. Given that the probability of such provisions being achieved is highly unlikely, no value was assigned to the earnout provision. |
Summary of Operations and Sig_3
Summary of Operations and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Disaggregation of Revenue from Contracts with Customers | The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations for the three and nine months ended September 30: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Performance obligations satisfied over time Solar $ 3,840,231 $ 9,852,848 $ 9,162,303 $ 17,060,573 Electric 679,339 1,541,210 1,653,545 3,908,634 Data and Network 446,456 355,522 905,084 908,963 Total $ 4,966,026 $ 11,749,580 $ 11,720,932 $ 21,878,170 |
Schedule of Estimated Useful Lives | 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 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Credit Loss [Abstract] | |
Schedule of Accounts Receivable | Note 5. ACCOUNTS RECEIVABLE Accounts receivable consist of: September 30, 2020 December 31, 2019 Accounts receivable - contracts in progress $ 9,995,486 $ 7,190,412 Accounts receivable - retainage 86,977 188,193 10,082,463 7,378,605 Allowance for doubtful accounts (84,000 ) (84,000 ) Total $ 9,998,463 $ 7,294,605 |
Schedule of Contract Assets and Liabilities | Contract assets were as follows at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Costs in excess of billings $ 1,241,667 $ 1,272,372 Unbilled receivables - 206,213 Retainage 86,977 188,193 $ 1,328,644 $ 1,666,778 Contract liabilities represent amounts billed to clients in excess of revenue recognized to date, billings in excess of costs, and retainage. The Company anticipates that substantially all incurred cost associated with contract assets as of September 30, 2020 will be billed and collected within one year. Contract liabilities were as follows at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Billings in excess of costs $ 3,301,903 $ 126,026 |
Contracts in Progress (Tables)
Contracts in Progress (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Contractors [Abstract] | |
Schedule of Contracts in Progress Information | Note 6. CONTRACTS IN PROGRESS Information with respect to contracts in progress is as follows: September 30, 2020 December 31, 2019 Expenditures to date on uncompleted contracts $ 4,738,293 $ 4,699,855 Estimated earnings thereon 1,042,936 1,409,060 5,781,229 6,108,915 Less billings to date (8,274,600 ) (5,168,782 ) (2,493,371 ) 940,133 Plus under billings remaining on contracts 100% complete 433,135 206,213 Total $ (2,060,236 ) $ 1,146,346 |
Schedule of Balance Sheets Under Following Captions | Included in accompanying balance sheets under the following captions: September 30, 2020 December 31, 2019 Cost and estimated earnings in excess of billings $ 1,241,667 $ 1,272,372 Billings in excess of costs and estimated earnings on uncompleted contracts (3,301,903 ) (126,026 ) $ (2,060,236 ) $ 1,146,346 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | A summary of long-term debt is as follows: September 30, 2020 December 31, 2019 NBT Bank, National Association, 4.25% interest rate, secured by all business assets, payable in monthly installments of $5,869 through September 2026, with a balloon payment at maturity. $ 693,461 $ 723,230 NBT Bank, National Association, 4.00% interest rate, secured by all business assets, payable in monthly installments of $12,070 through January 2021. 47,892 153,258 NBT Bank, National Association, 4.20% interest rate, secured by building, payable in monthly installments of $3,293 through September 2026, with a balloon payment at maturity. 253,348 274,476 NBT Bank, National Association, 4.15% interest rate, secured by all business assets, payable in monthly installments of $3,677 through April 2026. 219,235 244,920 NBT Bank, National Association, 4.20% interest rate, secured by all business assets, payable in monthly installments of $5,598 through October 2026, with a balloon payment at maturity. 438,800 474,464 NBT Bank, National Association, 4.85% interest rate, secured by a piece of equipment, payable in monthly installments of $2,932 including interest, through May 2023. 87,751 110,413 NBT Bank, National Association, 1.0% interest rate, payable in monthly installments including interest beginning September 2021, through August 2026, issued through the CARES Act Payroll Protection Program. 1,487,624 - Various vehicle loans, interest ranging from 0% to 6.99%, total current monthly installments of approximately $8,150, secured by vehicles, with varying terms through September 2025. 264,244 333,510 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. 79,726 98,033 3,572,081 2,412,304 Less current portion (352,814 ) (426,254 ) 3,219,267 1,986,050 Less debt issuance costs (16,726 ) (20,003 ) $ 3,202,541 $ 1,966,047 |
Schedule of Maturities of Long-term Debt | Maturities of long-term debt are as follows: Year ending December 31: Amount Remainder of 2020 $ 98,407 2021 404,619 2022 600,960 2023 561,413 2024 515,958 2025 and thereafter 1,390,724 $ 3,572,081 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 Remainder of 2020 $ 48,125 2021 54,201 2022 35,236 2023 35,371 2024 35,508 2025 35,231 Thereafter 448,546 $ 692,218 |
Union Assessments (Tables)
Union Assessments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Union Assessments | The Company has an agreement with the IBEW in respect to rates of pay, hours, benefits, and other employment conditions. During the three and nine months ended September 30, 2020 and 2019, the Company incurred the following union assessments. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Pension fund $ 68,353 $ 141,553 $ 209,389 $ 287,810 Welfare fund 218,428 441,441 585,134 895,423 National employees benefit fund 23,553 52,484 59,366 97,071 Joint apprenticeship and training committee 3,336 8,004 8,546 14,456 401(k) matching 11,485 11,424 30,987 28,256 Total $ 325,155 $ 654,906 $ 893,422 $ 1,323,016 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes for the nine months ending September 30, 2020 and 2019 consists of the following: September 30, 2020 September 30, 2019 Current Federal $ - $ 21,660 State 750 6,359 Total current 750 28,019 Deferred Federal (478,370 ) 1,141,389 State (152,965 ) 364,973 Total deferred tax (asset) liability $ (631,335 ) 1,506,362 (Benefit) provision for Income Taxes $ (630,585 ) $ 1,555,330 |
Schedule of Deferred Tax Assets and Liabilities | The Company’s total deferred tax assets and liabilities at September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 December 31, 2019 Deferred tax assets (liabilities) Accruals and reserves $ 23,758 $ 4,157 Net operating loss 964,948 421,940 Total deferred tax assets 988,706 426,097 Property and equipment (1,455,853 ) (1,524,578 ) Total deferred tax liabilities (1,476,297 ) (1,524,578 ) Net deferred tax asset (liabilities) $ (467,147 ) $ (1,098,481 ) |
Schedule of Reconciliation Between Effective Income Tax Operations and Statutory Tax Rate | Reconciliation between the effective tax on income from operations and the statutory tax rate is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Income tax (benefit) expense at federal statutory rate $ (152,183 ) $ 26,170 $ (505,665 ) $ 180,058 Federal taxes on period Company was a flow through entity - - - (153,888 ) Permanent differences 12,676 - 36,111 - Deferred tax expense recorded upon conversion to C corp - - - 1,506,362 Other adjustments (15,191 ) - 3,910 - State and local taxes net of federal benefit (54,302 ) 22,298 (164,941 ) 22,798 Total $ (209,000 ) $ 48,468 $ (630,585 ) $ 1,555,330 |
Captive Insurance (Tables)
Captive Insurance (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Captive Insurance Tables Abstract | |
Summary Financial Information on NCL | Summary financial information on NCL as of September 30, 2019 is: Total assets $ 68,741,297 Total liabilities $ 34,086,013 Comprehensive income $ 5,762,011 |
Schedule of Investments | NCL’s fiscal year end is September 30, 2019. September 30, 2020 December 31, 2019 Investment in NCL Capital $ 36,000 $ 36,000 Cash security 158,785 101,555 Investment income in excess of losses (incurred and reserves) 3,320 3,320 Total investment $ 198,105 $ 140,875 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Due To/from Stockholders | The amounts below include amounts due to/from stockholders as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Due to stockholders consists of unsecured notes to stockholders with interest at the mid-term AFR rate (2.08% at September 30, 2020). $ 37,315 $ 342,718 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Net (loss) income available to common stockholder: | |
Schedule of Earnings Per Share, Basic and Diluted | As a result of the Reverse Merger and Recapitalization, the Company has retrospectively adjusted the weighted average of shares of common stock outstanding prior to June 20, 2019 by multiplying them by the exchange ratio used to determine the number of shares of common stock into which they converted. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Net (loss) income $ (515,680 ) $ 76,155 $ (1,777,342 ) $ (697,909 ) Net income applicable to preferred shareholders (175,556 ) - (175,556 ) - Net (loss) income available to common stock shareholders $ (691,236 ) $ 76,155 $ (1,952,898 ) $ (697,909 ) Denominator: Weighted average shares outstanding: Basic 5,298,159 5,474,695 5,298,159 4,071,497 Diluted 5,298,159 5,474,695 5,298,159 4,071,497 Basic income (loss) per share $ (0.13 ) $ 0.01 $ (0.37 ) $ (0.17 ) Diluted income (loss) per share $ (0.13 ) $ 0.01 $ (0.37 ) $ (0.17 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Below is a schedule of the potential share issuances arising from these contingencies that were excluded from the calculations above: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Earnout provision, includes new shares of common stock to be issued to former Peck Electric Co. shareholders - 898,473 - 898,473 Earnout provision, includes new shares of Common Stock that may be issued to Exit Strategy - 11,231 - 11,231 Earnout provision, including new shares of Common Stock that may be issued to holders of forfeited and canceled shares - 257,799 - 257,799 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 429,000 429,000 Warrants to purchase Common Stock, from Jensyn’s IPO 2,292,250 2,292,250 2,292,250 2,292,250 Warrants to purchase Common Stock, from Solar Project Partners, LLC. Exchange and Subscription Agreement 275,000 - 275,000 - Conversion of Preferred Stock to Common Stock from GreenSeed Investors, LLC Exchange and Subscription Agreement 200,000 - 200,000 - |
Summary of Operations and Sig_4
Summary of Operations and Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 20, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Issuing stock for net assets and equity | $ 0 | $ 0 | ||||
Allowance for accounts receivable | 84,000 | 84,000 | $ 84,000 | |||
Project asset | 0 | $ 0 | $ 0 | $ 0 | ||
Property and equipment, description | 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. | |||||
Property and equipment, costs | 1,000 | $ 1,000 | ||||
Depreciation expense | 138,164 | 155,169 | 448,189 | 466,222 | ||
Cash, FDIC insured amount | 250,000 | 250,000 | ||||
Deferred tax liability | 1,506,362 | |||||
Deferred financing costs | 21,547 | |||||
Amortization expense | $ 207 | $ 0 | $ 3,277 | $ 0 | ||
Deferred financing cost | $ 413,032 | |||||
Share Exchange Agreement [Member] | ||||||
Stock issued for common stock, shares | 3,234,501 | |||||
Common stock, par value | $ 0.0001 | |||||
Deferred tax liability | $ 1,506,362 |
Summary of Operations and Sig_5
Summary of Operations and Significant Accounting Policies - Schedule of Disaggregation of Revenue from Contracts with Customers (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | $ 4,966,026 | $ 11,749,580 | $ 11,720,932 | $ 21,878,170 |
Performance Obligations Satisfied Over Time [Member] | ||||
Revenue | 4,966,026 | 11,749,580 | 11,720,932 | 21,878,170 |
Solar Operations [Member] | Performance Obligations Satisfied Over Time [Member] | ||||
Revenue | 3,840,231 | 9,852,848 | 9,162,303 | 17,060,573 |
Electric Operations [Member] | Performance Obligations Satisfied Over Time [Member] | ||||
Revenue | 679,339 | 1,541,210 | 1,653,545 | 3,908,634 |
Data and Network Operations [Member] | Performance Obligations Satisfied Over Time [Member] | ||||
Revenue | $ 446,456 | $ 355,522 | $ 905,084 | $ 908,963 |
Summary of Operations and Sig_6
Summary of Operations and Significant Accounting Policies - Schedule of Estimated Useful Lives (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Buildings and Improvements [Member] | |
Estimated useful lives of property and equipment | 39 years |
Vehicles [Member] | Minimum [Member] | |
Estimated useful lives of property and equipment | 3 years |
Vehicles [Member] | Maximum [Member] | |
Estimated useful lives of property and equipment | 5 years |
Tools and Equipment [Member] | Minimum [Member] | |
Estimated useful lives of property and equipment | 3 years |
Tools and Equipment [Member] | Maximum [Member] | |
Estimated useful lives of property and equipment | 7 years |
Solar Arrays [Member] | |
Estimated useful lives of property and equipment | 20 years |
Exchange Agreement_Reverse Me_2
Exchange Agreement/Reverse Merger and Recapitalization (Details Narrative) - Share Exchange Agreement [Member] - USD ($) | Jun. 20, 2019 | Jun. 20, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Stock issued for common stock, shares | 3,234,501 | ||||
Common stock exchange of outstanding percentage | 59.00% | ||||
Conversion of stock shares converted | 4,194,500 | ||||
Number of warrants exercisable | 2,097,250 | 2,097,250 | |||
Warrant exercise price | $ 11.50 | $ 11.50 | |||
Number of shares issued for business combination | 493,299 | ||||
Number of shares issued for business combination, value | $ 5,618,675 | ||||
Number of shares forfeited and cancelled | 281,758 | ||||
Number of forfeited new shares issued | 257,799 | ||||
Number of remaining shares of common stock are pending forfeiture and cancellation | 23,959 | ||||
Peck Electric Co [Member] | |||||
Stock issued for common stock, shares | 898,473 | ||||
Exit Strategy Partners, LLC [Member] | |||||
Stock issued for common stock, shares | 11,231 | ||||
Private Warrants [Member] | |||||
Number of warrants exercisable | 195,000 | 195,000 | |||
Warrant exercise price | $ 11.50 | $ 11.50 | |||
Half Share [Member] | |||||
Warrant exercise price | 5.75 | 5.75 | |||
Half Share [Member] | Private Warrants [Member] | |||||
Warrant exercise price | $ 5.75 | $ 5.75 | |||
IPO [Member] | Private Warrants [Member] | |||||
Number of warrants exercisable | 390,000 | 390,000 | |||
Common Stock [Member] | |||||
Stock issued for common stock, shares | 1,819,482 | ||||
Conversion of stock shares converted | 419,450 | ||||
Stock redeemed shares of common stock | 492,037 | ||||
Stock redeemed shares of common stock, value | $ 5,510,814 | ||||
Warrant [Member] | |||||
Number of warrants exercisable | 3,900,000 | 3,900,000 | |||
Warrant [Member] | Purchase Option [Member] | |||||
Number of warrants exercisable | 390,000 | 390,000 | |||
Warrant exercise price | $ 12 | $ 12 | |||
Warrants purchase option, description | Purchase option for 390,000 Units was originally sold as part of the IPO. Each Unit has an exercise price of $12.00 per Unit and consists of the following: 1. One share of Common Stock 2. One right to receive one-tenth (1/10) of a share of Common Stock issued upon exercise of the Unit 3. One warrant entitling its holder to purchase one-half of one share of Common Stock at an exercise price of $5.75 per half share ($11.50 per whole share). | ||||
Warrant [Member] | Private Placement [Member] | |||||
Number of warrants exercisable | 294,500 | 294,500 |
Exchange and Subscription Agr_2
Exchange and Subscription Agreement (Details Narrative) | Apr. 22, 2020USD ($)$ / sharesshares | Apr. 22, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) |
Warrant term | 5 years | 5 years | ||
Volatility [Member] | ||||
Warrant measurement input | 71.36 | 71.36 | ||
Risk Free Rate [Member] | ||||
Warrant measurement input | 0.36 | 0.36 | ||
Dividend Yield [Member] | ||||
Warrant measurement input | 0 | 0 | ||
GreenSeed Investors, LLC [Member] | ||||
Fair value of investment | $ | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 |
Fair value of warrants | $ | $ 96,052 | 96,052 | ||
Accrued dividends | $ | 175,556 | 175,556 | ||
Solar Project Partners, LLC [Member] | ||||
Fair value of investment | $ | $ 96,052 | $ 96,052 | ||
Exchange Agreement [Member] | GreenSeed Investors, LLC [Member] | ||||
Number of stock issued price per share | $ / shares | $ 10 | $ 10 | ||
Number of exchange shares | shares | 100,000 | |||
Warrant to acquire | shares | 275,000 | 275,000 | ||
Warrants exercise price | $ / shares | $ 15 | $ 15 | ||
Number of repurchase shares | $ | $ 400,000 | |||
Number of repurchase shares, value | shares | 4,000,000 | |||
Exchange Agreement [Member] | GreenSeed Investors, LLC [Member] | Tranches [Member] | ||||
Number of repurchase shares | $ | $ 50,000 | |||
Exchange Agreement [Member] | GreenSeed Investors, LLC [Member] | Additional Paid-In Capital [Member] | ||||
Number of common stock shares issued | shares | 500,000 | |||
Number of stock issued price per share | $ / shares | $ 10 | $ 10 | ||
Exchange Agreement [Member] | GreenSeed Investors, LLC [Member] | Class B Preferred [Member] | ||||
Number of common stock shares issued | shares | 500,000 | |||
Exchange Agreement [Member] | GreenSeed Investors, LLC [Member] | Series A Preferred Stock [Member] | ||||
Number of common stock shares issued | shares | 200,000 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details Narrative) - USD ($) | Apr. 24, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Cash | $ 118,450 | $ 95,930 | |||||||
Working capital | 441,888 | ||||||||
Stockholders' equity | 7,159,915 | $ 7,851,151 | $ 3,584,129 | $ 4,016,761 | $ 3,757,615 | $ 3,681,684 | $ 5,257,491 | $ 5,071,038 | |
Equity Line of Credit [Member] | Lincoln Park Capital [Member] | |||||||||
Line of credit | $ 15,000,000 | ||||||||
Equity line of credit, description | The Company can require the purchase of 50,000 shares of Common Stock under a regular purchase. On the next day following a regular purchase, the Company can require the purchase of an accelerated purchase equal to 200% of the shares sold in the regular purchase as well as an additional accelerated purchase equal to 300% of the shares sold in the regular purchase. The total number of shares authorized under the Purchase Agreement total 3,024,194 which would allow the Company to maximize the equity line of credit within 10 business days. | ||||||||
Number of shares authorized | 3,024,194 | ||||||||
Payroll Protection Program [Member] | |||||||||
Proceeds from loan | $ 1,487,624 | ||||||||
Debt forgiveness, percentage | 40.00% | ||||||||
Debt interest rate | 1.00% | ||||||||
Debt maturity date | Apr. 24, 2025 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Credit Loss [Abstract] | ||
Bad debt expense | $ 164,292 | $ 0 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts receivable, gross | $ 10,082,463 | $ 7,378,605 |
Allowance for doubtful accounts | (84,000) | (84,000) |
Total | 9,998,463 | 7,294,605 |
Accounts Receivable - Contracts in Progress [Member] | ||
Accounts receivable, gross | 9,995,486 | 7,190,412 |
Accounts Receivable - Retainage [Member] | ||
Accounts receivable, gross | $ 86,977 | $ 188,193 |
Accounts Receivable - Schedul_2
Accounts Receivable - Schedule of Contract Assets and Liabilities (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Costs in excess of billings | $ 1,241,667 | $ 1,272,372 |
Unbilled receivables | 206,213 | |
Retainage | 86,977 | 188,193 |
Contract assets | 1,328,644 | 1,666,778 |
Billings in excess of costs | $ 3,301,903 | $ 126,026 |
Contracts in Progress - Schedul
Contracts in Progress - Schedule of Contracts in Progress Information (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Expenditures to date on uncompleted contracts | $ 4,738,293 | $ 4,699,855 |
Estimated earnings thereon | 1,042,936 | 1,409,060 |
Total expenditure and estimated earnings | 5,781,229 | 6,108,915 |
Less billings to date | (8,274,600) | (5,168,782) |
Contracts in progress, gross | (2,493,371) | 940,133 |
Plus under billings remaining on contracts 100% complete | 433,135 | 206,213 |
Total | $ 2,060,236 | $ 1,146,346 |
Contracts in Progress - Sched_2
Contracts in Progress - Schedule of Contracts in Progress Information (Details) (Parenthetical) | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Plus under billings remaining on contracts, percentage | 100.00% | 100.00% |
Contracts in Progress - Sched_3
Contracts in Progress - Schedule of Balance Sheets Under Following Captions (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Cost and estimated earnings in excess of billings | $ 1,241,667 | $ 1,272,372 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (3,301,903) | (126,026) |
Total | $ 2,060,236 | $ 1,146,346 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Long-term debt | $ 3,572,081 | $ 2,412,304 |
Less current portion | (352,814) | (426,254) |
Long-term debt, net of current portion | 3,219,267 | 1,986,050 |
Less debt issuance costs | (16,726) | (20,003) |
Long-term debt, net of debt issuance cost | 3,202,541 | 1,966,047 |
NBT Bank, National Association, 4.25% [Member] | ||
Long-term debt | 693,461 | 723,230 |
NBT Bank, National Association, 4.00% [Member] | ||
Long-term debt | 47,892 | 153,258 |
NBT Bank, National Association, 4.20% Balloon Payment [Member] | ||
Long-term debt | 253,348 | 274,476 |
NBT Bank, National Association, 4.15% [Member] | ||
Long-term debt | 219,235 | 244,920 |
NBT Bank, National Association, 4.20% [Member] | ||
Long-term debt | 438,800 | 474,464 |
NBT Bank, National Association, 4.85% [Member] | ||
Long-term debt | 87,751 | 110,413 |
NBT Bank, National Association, 1.0% [Member] | ||
Long-term debt | 1,487,624 | |
Vehicle Loans [Member] | ||
Long-term debt | 264,244 | 333,510 |
National Bank of Middlebury, 3.95% [Member] | ||
Long-term debt | $ 79,726 | $ 98,033 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long-term Debt (Details) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
NBT Bank, National Association, 4.25% [Member] | ||
Debt instrument, interest rate | 4.25% | 4.25% |
Debt instrument, monthly installments | $ 5,869 | $ 5,869 |
Debt instrument, maturity date description | September 2026 | September 2026 |
NBT Bank, National Association, 4.00% [Member] | ||
Debt instrument, interest rate | 4.00% | 4.00% |
Debt instrument, monthly installments | $ 12,070 | $ 12,070 |
Debt instrument, maturity date description | January 2021 | January 2021 |
NBT Bank, National Association, 4.20% Balloon Payment [Member] | ||
Debt instrument, interest rate | 4.20% | 4.20% |
Debt instrument, monthly installments | $ 3,293 | $ 3,293 |
Debt instrument, maturity date description | September 2026 | September 2026 |
NBT Bank, National Association, 4.15% [Member] | ||
Debt instrument, interest rate | 4.15% | 4.15% |
Debt instrument, monthly installments | $ 3,677 | $ 3,677 |
Debt instrument, maturity date description | April 2026 | April 2026 |
NBT Bank, National Association, 4.20% [Member] | ||
Debt instrument, interest rate | 4.20% | 4.20% |
Debt instrument, monthly installments | $ 5,598 | $ 5,598 |
Debt instrument, maturity date description | October 2026 | October 2026 |
NBT Bank, National Association, 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 description | May 2023 | May 2023 |
NBT Bank, National Association, 1.0% [Member] | ||
Debt instrument, interest rate | 1.00% | 1.00% |
Debt instrument, maturity date description | September 2021, through August 2026 | September 2021, through August 2026 |
Vehicle Loans [Member] | ||
Debt instrument, monthly installments | $ 8,150 | $ 8,150 |
Debt instrument, maturity date description | September 2025 | September 2025 |
Vehicle Loans [Member] | Minimum [Member] | ||
Debt instrument, variable rate | 0.00% | 0.00% |
Vehicle Loans [Member] | Maximum [Member] | ||
Debt instrument, variable rate | 6.99% | 6.99% |
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 description | December 2024 | December 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 ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Remainder of 2020 | $ 98,407 | |
2021 | 404,619 | |
2022 | 600,960 | |
2023 | 561,413 | |
2024 | 515,958 | |
2025 and thereafter | 1,390,724 | |
Total | $ 3,572,081 | $ 2,412,304 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - Line of Credit [Member] - NBT Bank [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Line of credit facility maximum borrowing capacity | $ 6,000,000 | |
Line of credit | 4,907,521 | $ 2,675,041 |
Certain Solar Arrays [Member] | ||
Line of credit facility maximum borrowing capacity | $ 2,000,000 | |
Debt instrument, variable rate | 4.75% | |
Debt instrument, maturity date description | September 2020 | |
Line of credit | $ 510,100 | |
Prime Rate [Member] | ||
Debt instrument, variable rate | 3.25% | |
Line of credit facility, borrowing capacity percentage | 80.00% | |
Debt instrument, covenant ratio description | These financial covenants consist of a minimum debt service coverage ratio of 1.20 to 1.00 measured on a quarterly basis. As of September 30, 2020, the Company is in compliance with the financial covenants. |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating lease annual rent | $ 2,547 | $ 5,219 | $ 19,577 | $ 31,347 | ||||
Non-cancelable Lease Agreements One [Member] | ||||||||
Operating lease term | 25 years | |||||||
Operating lease annual rent | $ 2,500 | |||||||
Non-cancelable Lease Agreements Two [Member] | ||||||||
Operating lease term | 25 years | |||||||
Operating lease annual rent | $ 2,500 | |||||||
Operating lease annual increase percentage | 2.00% | |||||||
Non-cancelable Lease Agreements [Member] | ||||||||
Operating lease term | 2 years | 20 years | 20 years | |||||
Operating lease annual rent | $ 45,832 | $ 26,000 | $ 3,500 | |||||
Operating lease annual increase percentage | 2.00% | |||||||
Short Term Rental Agreements [Member] | ||||||||
Operating lease annual rent | $ 44,385 | $ 186,465 | $ 160,639 | $ 266,974 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Minimum Lease Payments (Details) | Sep. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2020 | $ 48,125 |
2021 | 54,201 |
2022 | 35,236 |
2023 | 35,371 |
2024 | 35,508 |
2025 | 35,231 |
Thereafter | 448,546 |
Operating leases future minimum lease payments | $ 692,218 |
Union Assessments - Schedule of
Union Assessments - Schedule of Union Assessments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total | $ 325,155 | $ 654,906 | $ 893,422 | $ 1,323,016 |
Pension Fund [Member] | ||||
Total | 68,353 | 141,553 | 209,389 | 287,810 |
Welfare Fund [Member] | ||||
Total | 218,428 | 441,441 | 585,134 | 895,423 |
National Employees Benefit Fund [Member] | ||||
Total | 23,553 | 52,484 | 59,366 | 97,071 |
Joint Apprenticeship and Training Committee [Member] | ||||
Total | 3,336 | 8,004 | 8,546 | 14,456 |
401(k) Matching [Member] | ||||
Total | $ 11,485 | $ 11,424 | $ 30,987 | $ 28,256 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Deferred Income tax expense | $ (631,335) | $ 1,527,311 | $ 1,098,481 |
Deferred tax liability | $ 1,506,362 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Current: Federal | $ 21,660 | |||
Current: State | 750 | 6,359 | ||
Total Current | 750 | 28,019 | ||
Deferred: Federal | (478,370) | 1,141,389 | ||
Deferred: State | (152,965) | 364,973 | ||
Total deferred tax (asset) liability | (631,335) | 1,506,362 | ||
(Benefit) provision for income taxes | $ (209,000) | $ 48,468 | $ (630,585) | $ 1,555,330 |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Accruals and reserves | $ 23,758 | $ 4,157 |
Net operating loss | 964,948 | 421,940 |
Total deferred tax assets | 988,706 | 426,097 |
Property and equipment | (1,455,853) | (1,524,578) |
Total deferred tax liabilities | (1,476,297) | (1,524,578) |
Net deferred tax asset (liabilities) | $ (467,147) | $ (1,098,481) |
Provision for Income Taxes - _3
Provision for Income Taxes - Schedule of Reconciliation Between Effective Income Tax Operations and Statutory Tax Rate (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense at federal statutory rate | $ (152,183) | $ 26,170 | $ (505,665) | $ 180,058 |
Federal taxes on period Company was a flow through entity | (153,888) | |||
Permanent differences | 12,676 | 36,111 | ||
Deferred tax expense recorded upon conversion to C corp | 1,506,362 | |||
Other adjustments | (15,191) | 3,910 | ||
State and local taxes net of federal benefit | (54,302) | 22,298 | (164,941) | 22,798 |
Total | $ (209,000) | $ 48,468 | $ (630,585) | $ 1,555,330 |
Captive Insurance (Details Narr
Captive Insurance (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Captive insurance premiums paid | $ 174,891 | $ 117,528 | |
Captive insurance investment | $ 140,875 | $ 198,105 | |
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 | ||
Single common share price | $ 100 | ||
Fund A [Member] | |||
Captive insurance investment | $ 100,000 | ||
Fund B [Member] | Maximum [Member] | |||
Captive insurance investment | $ 300,000 |
Captive Insurance - Summary Fin
Captive Insurance - Summary Financial Information on NCL (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Underwriter discounts | |||
Total assets | $ 68,741,297 | $ 22,843,134 | $ 15,671,819 |
Total liabilities | 34,086,013 | $ 15,683,219 | $ 11,655,058 |
Comprehensive income | $ 5,762,011 |
Captive Insurance - Schedule of
Captive Insurance - Schedule of Investments (Details) - Navigator Casualty, LTD. [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total investment | $ 198,105 | $ 140,875 |
Capital [Member] | ||
Total investment | 36,000 | 36,000 |
Cash Security [Member] | ||
Total investment | 158,785 | 101,555 |
Investment Income in Excess of Losses [Member] | ||
Total investment | $ 3,320 | $ 3,320 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 31, 2018 | Dec. 31, 2014 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Proceeds from related party debt | $ 395,070 | ||||
Accrued distribution for taxes | 266,814 | $ 266,814 | |||
Majority Stockholders [Member] | |||||
Due to related party | 286,964 | 295,299 | |||
Majority Stockholders [Member] | Peck Electric Co [Member] | |||||
Proceeds from related party debt | $ 400,000 | ||||
Due to related party | 86,000 | 117,605 | |||
Minority Stockholders [Member] | |||||
Due to related party | $ 602,463 | $ 337,000 | |||
Related party transaction, amounts of transaction | $ 250,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Amounts Due To/from Stockholders (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Majority Stockholders [Member] | Unsecured Notes [Member] | ||
Due to stockholders | $ 37,315 | $ 342,718 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Amounts Due To/from Stockholders (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2020 | |
Majority Stockholders [Member] | Unsecured Notes [Member] | |
Debt instrument, variable rate | 2.08% |
Deferred Compensation Plan (Det
Deferred Compensation Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2020 | |
Compensation Related Costs [Abstract] | ||
Deferred compensation arrangement | $ 155,000 | |
Deferred compensation arrangement, current | $ 93,513 | |
Solar management fee, percent | 24.50% |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net (loss) income available to common stockholder: | ||||||||
Net Income (loss) | $ (515,680) | $ (829,030) | $ (432,632) | $ 76,155 | $ (1,150,716) | $ 376,652 | $ (1,777,342) | $ (697,909) |
Net income applicable to preferred shareholders | 175,556 | 175,556 | ||||||
Net (loss) income available to common stock shareholders | $ (691,236) | $ 76,155 | $ (1,952,898) | $ (697,909) | ||||
Weighted average shares outstanding: Basic | 5,298,159 | 5,474,695 | 5,298,159 | 4,071,497 | ||||
Weighted average shares outstanding: Diluted | 5,298,159 | 5,474,695 | 5,298,159 | 4,071,497 | ||||
Basic income (loss) per share | $ (0.13) | $ 0.01 | $ (0.37) | $ (0.17) | ||||
Diluted income (loss) per share | $ (0.13) | $ 0.01 | $ (0.37) | $ (0.17) |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net (loss) income available to common stockholder: | ||||
Earnout provision, includes new shares of common stock to be issued to former Peck Electric Co. shareholders | 898,473 | 898,473 | ||
Earnout provision, includes new shares of Common Stock that may be issued to Exit Strategy | 11,231 | 11,231 | ||
Earnout provision, including new shares of Common Stock that may be issued to holders of forfeited and canceled shares | 257,799 | 257,799 | ||
Option to purchase Common Stock, from Jensyn's IPO | 429,000 | 429,000 | 429,000 | 429,000 |
Warrants to purchase Common Stock, from Jensyn's IPO | 2,292,250 | 2,292,250 | 2,292,250 | 2,292,250 |
Warrants to purchase Common Stock, from Solar Project Partners, LLC. Exchange and Subscription Agreement | 275,000 | 275,000 | ||
Conversion of Preferred Stock to Common Stock from GreenSeed Investors, LLC Exchange and Subscription Agreement | 200,000 | 200,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Apr. 22, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, shares designated | 1,000,000 | 1,000,000 | |
GreenSeed Investors, LLC [Member] | |||
Conversion price | $ 15 | ||
Conversion description | The trading of the shares of common stock is equal to or greater than $15.00 per share for any 20 days in a 30 day trading period | ||
Liquidation price per share | $ 25 | ||
Redemption price per sahre | 27.50 | ||
GreenSeed Investors, LLC [Member] | Board of Directors [Member] | |||
Dividends rate | $ 2 | ||
Exchange Agreement [Member] | GreenSeed Investors, LLC [Member] | |||
Number of exchange shares | 100,000 | ||
Warrant to acquire | 275,000 | ||
Warrants exercise price | $ 15 | ||
Number of repurchase shares | $ 400,000 | ||
Number of repurchase shares, value | 4,000,000 | ||
Exchange Agreement [Member] | GreenSeed Investors, LLC [Member] | Tranches [Member] | |||
Number of repurchase shares | $ 50,000 | ||
Exchange Agreement [Member] | GreenSeed Investors, LLC [Member] | Class B Preferred [Member] | |||
Number of common stock shares issued | 500,000 | ||
Exchange Agreement [Member] | GreenSeed Investors, LLC [Member] | Series A Preferred Stock [Member] | |||
Number of common stock shares issued | 200,000 |
Merger Agreement (Details Narra
Merger Agreement (Details Narrative) - Sunworks, Inc [Member] | Aug. 10, 2020$ / sharesshares |
Shares exchanged, price per share | $ / shares | $ 0.185171 |
Number of shares issued, shares | shares | 3,079,207 |
Equity outstanding, percentage | 36.54% |