Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-37707 | |
Entity Registrant Name | iSUN, INC. | |
Entity Central Index Key | 0001634447 | |
Entity Tax Identification Number | 47-2150172 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 400 Avenue D | |
Entity Address, Address Line Two | Suite 10 | |
Entity Address, City or Town | Williston | |
Entity Address, State or Province | VT | |
Entity Address, Postal Zip Code | 05495 | |
City Area Code | (802) | |
Local Phone Number | 658-3378 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | ISUN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,048,192 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 1,344 | $ 2,242 |
Accounts receivable, net of allowance | 13,754 | 14,337 |
Costs and estimated earnings in excess of billings | 3,527 | 4,004 |
Inventory | 2,950 | 2,480 |
Other current assets | 1,304 | 1,071 |
Total current assets | 22,879 | 24,134 |
Property and equipment: | ||
Building and improvements | 336 | 967 |
Vehicles | 2,942 | 2,908 |
Tools and equipment | 2,405 | 3,127 |
Software | 234 | 234 |
Construction in process | 14 | 3 |
Solar arrays | 6,708 | 6,859 |
Property, Plant and Equipment, Gross | 12,639 | 14,098 |
Less accumulated depreciation | (3,341) | (3,056) |
Property and equipment, net of accumulated depreciation | 9,298 | 11,042 |
Other Assets: | ||
Captive insurance investment | 270 | 270 |
Goodwill | 36,907 | 36,907 |
Intangible assets | 17,651 | 18,907 |
Investments | 12,320 | 12,420 |
Other assets | 48 | 48 |
Total other assets | 67,196 | 68,552 |
Total assets | 99,373 | 103,728 |
Current Liabilities: | ||
Accounts payable | 9,712 | 13,188 |
Accrued expenses | 6,256 | 7,628 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 3,221 | 2,389 |
Line of credit | 5,433 | 4,468 |
Current portion of deferred compensation | 31 | 31 |
Current portion of long-term debt | 562 | 6,694 |
Total current liabilities | 25,215 | 34,398 |
Long-term liabilities: | ||
Deferred compensation, net of current portion | 21 | 28 |
Deferred tax liability | 772 | |
Warrant liability | 85 | 148 |
Other liabilities | 3,328 | 3,375 |
Long-term debt, net of current portion | 2,127 | 5,149 |
Total liabilities | 30,776 | 43,870 |
Commitments and Contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock – 0.0001 par value 49,000,000 shares authorized, 13,739,154 and 11,825,878 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 1 | 1 |
Additional paid-in capital | 72,507 | 60,863 |
Accumulated deficit | (3,911) | (1,006) |
Total Stockholders’ equity | 68,597 | 59,858 |
Total liabilities and stockholders’ equity | $ 99,373 | $ 103,728 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 49,000,000 | 49,000,000 |
Common stock, shares issued | 13,739,154 | 11,825,878 |
Common stock, shares outstanding | 13,739,154 | 11,825,878 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Earned revenue | $ 15,087,000 | $ 7,261,000 |
Cost of earned revenue | 11,917,000 | 7,142,000 |
Gross profit | 3,170,000 | 119,000 |
Warehousing and other operating expenses | 607,000 | 184,000 |
General and administrative expenses | 7,022,000 | 1,465,000 |
Stock based compensation – general and administrative | 1,244,000 | 1,071,000 |
Total operating expenses | 8,873,000 | 2,719,000 |
Operating loss | (5,703,000) | (2,601,000) |
Other income (expenses) | ||
Gain on forgiveness of PPP Loan | 2,592,000 | |
Change in fair value of the warrant liability | 63,000 | (262,000) |
Interest expense, net | (629,000) | (36,000) |
Loss before income taxes | (3,677,000) | (2,899,000) |
(Benefit) provision for income taxes | (772,000) | 214,000 |
Net loss | (2,905,000) | (3,113,000) |
Net income applicable to preferred shareholders | (70) | |
Net loss available to shares of common stockholders | $ (2,905,000) | $ (3,183,000) |
Net loss per share of Common Stock - Basic and diluted | $ (0.23) | $ (0.41) |
Weighted average shares of Common Stock - Basic and diluted | 12,646,446 | 7,695,279 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 1,000 | $ 1,000 | $ 2,577,000 | $ 5,304,000 | $ 7,883,000 |
Balance (in shares) at Dec. 31, 2020 | 200,000 | 5,313,268 | |||
Issuance under equity incentive plan | 1,071 | 1,071 | |||
Issuance under equity incentive plan (in shares) | 126,083 | ||||
Net loss | (3,113,000) | (3,113,000) | |||
Registered Direct Offering | 9,585 | 9,585 | |||
Registered Direct Offering (in shares) | 840,000 | ||||
Acquisition of iSun Energy, LLC | 2,922 | 2,922 | |||
Acquisition of iSun Energy, LLC (in shares) | 300,000 | ||||
Exercise of Unit Purchase Option | |||||
Exercise of Unit Purchase Option (in shares) | 133,684 | ||||
Redemption of common stock | (673) | (673) | |||
Redemption of common stock (in shares) | (34,190) | ||||
Conversion of preferred shares | $ (1) | (1) | |||
Conversion of Preferred shares (in shares) | (200,000) | (370,370) | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 200,000 | 370,370 | |||
Dividends payable on preferred shares | (70) | (70) | |||
Conversion of Solar Project Partners, LLC warrant | |||||
Conversion of Solar Project Partners, LLC warrant (in shares) | 117,376 | ||||
Exercise of options | 150 | 150 | |||
Exercise of options (in shares) | 100,667 | ||||
Exercise of warrants | 17,444 | 17,444 | |||
Exercise of warrants (in shares) | 1,516,938 | ||||
Balance at Mar. 31, 2021 | $ 1,000 | 33,076,000 | 2,121,000 | 35,198,000 | |
Balance (in shares) at Mar. 31, 2021 | 8,784,196 | ||||
Balance at Dec. 31, 2021 | $ 1,000 | 60,863,000 | (1,006,000) | 59,858,000 | |
Balance (in shares) at Dec. 31, 2021 | 11,825,878 | ||||
Issuance under equity incentive plan | 1,244 | 1,244 | |||
Issuance under equity incentive plan (in shares) | 164,067 | ||||
Sale of common stock | 10,400,000 | 10,400,000 | |||
Sale of common stock (in shares) | 1,749,209 | ||||
Net loss | (2,905,000) | (2,905,000) | |||
Conversion of Solar Project Partners, LLC warrant (in shares) | 117,376 | ||||
Balance at Mar. 31, 2022 | $ 1,000 | $ 72,507,000 | $ (3,911,000) | $ 68,597,000 | |
Balance (in shares) at Mar. 31, 2022 | 13,739,154 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net loss | $ (2,905,000) | $ (3,113,000) | |
Adjustments to reconcile net loss to net cash (used in) operating activities: | |||
Depreciation | 548,000 | 136,000 | |
Amortization expense | 1,205,000 | ||
Gain on forgiveness of PPP loan | (2,592,000) | ||
Change in fair value of warrant liability | (63,000) | 262,000 | |
Stock based compensation | 1,244,000 | 1,071,000 | |
Deferred finance charge amortization | 1,000 | ||
Provision for deferred income taxes | (772,000) | 213,000 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 583,000 | (1,227,000) | |
Other current assets | (233,000) | 4,000 | |
Costs and estimated earnings in excess of billings | 477,000 | (1,247,000) | |
Accounts payable | (3,476,000) | (329,000) | |
Accrued expenses | (1,372,000) | (38,000) | |
Billings in excess of costs and estimated earnings on uncompleted contracts | 832,000 | 422,000 | |
Inventory | (470,000) | (1,535,000) | |
Other liabilities | (47,000) | ||
Deferred compensation | (7,000) | (8,000) | |
Net cash (used in) provided by operating activities | (7,048,000) | (5,388,000) | |
Cash flows from investing activities : | |||
Purchase of solar arrays and equipment | (131,000) | ||
Proceeds from sale of fixed assets | 1,247,000 | ||
Acquisition of iSun Energy, LLC | (85,000) | ||
Dividend receivable | 100,000 | ||
Minority investments | (2,500,000) | ||
Investment in captive insurance | (35,000) | ||
Net cash provided by (used in) investing activities | 1,347,000 | (2,751,000) | |
Cash flows from financing activities: | |||
Proceeds from line of credit | 8,807,000 | 9,441,000 | |
Payments to line of credit | (7,842,000) | (8,240,000) | |
Equity incentive program | 150,000 | ||
Payments of long-term debt | (6,562,000) | (88,000) | |
Due to stockholders | 28,000 | ||
Proceeds from warrant exercise | 17,444,000 | ||
Redemption of shares | (673,000) | ||
Proceeds from sales of common stock, gross proceeds of $10,722 less issuance cost of $322 | 10,400,000 | ||
Registered direct offering | 9,585,000 | ||
Net cash provided by financing activities | 4,803,000 | 27,647,000 | |
Net (decrease) increase in cash | (898,000) | 19,508,000 | |
Cash, beginning of period | 2,242 | 699 | $ 699 |
Cash, end of period | 1,344 | 20,207 | $ 2,242 |
Cash paid during the year for: | |||
Interest | 629,000 | 36,000 | |
Income taxes |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Statement of Cash Flows [Abstract] | |
Gross proceeds | $ 10,722 |
Issuance costs | $ 322 |
SUMMARY OF OPERATIONS AND SIGNI
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES a) Organization iSun, Inc. is a solar engineering, construction and procurement contractor for commercial, industrial, residential and utility customers. The Company also provides electrical contracting services and data and communication services. The work is performed under fixed-price and modified fixed-price contracts and time and materials contracts. The Company is incorporated in the State of Delaware and has its corporate headquarters in Williston, Vermont. On September 8, 2021, iSun, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, iSun Residential Merger Sub, Inc., a Vermont corporation (the “Merger Sub”) and wholly-owned subsidiary of iSun Residential, Inc., a Delaware corporation (“iSun Residential”) and wholly-owned subsidiary of the Company, SolarCommunities, Inc., a Vermont benefit corporation (“SunCommon”), and Jeffrey Irish, James Moore, and Duane Peterson as a “Shareholder Representative Group” of the holders of SunCommon’s capital stock (the “SunCommon Shareholders”), pursuant to which the Merger Sub merged with and into SunCommon (the “Merger”) with SunCommon as the surviving company in the Merger and SunCommon became a wholly-owned subsidiary of iSun Residential. The Merger was effective on October 1, 2021. Effective January 19, 2021, the Company changed its corporate name from The Peck Company Holdings, Inc. to iSun, Inc. (the “Name Change”). The Name Change was affected through a parent/subsidiary short-form merger of iSun, Inc., our wholly-owned Delaware subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the short-form merger, we filed a Certificate of Merger with the Secretary of State of the State of Delaware on January 19, 2021. The merger became effective on January 19, 2021 with the State of Delaware and, for purposes of the quotation of our Common Stock on the Nasdaq Capital Market (“Nasdaq”), effective at the open of the market on January 20, 2021. On April 6, 2021, iSun Utility, LLC (“iSun Utility”), a Delaware limited liability company and wholly-owned subsidiary of iSun, Inc., a Delaware corporation (the “Company”), Adani Solar USA, Inc., a Delaware corporation (Adani”), and Oakwood Construction Services, Inc., a Delaware corporation (“Oakwood”) entered into an Assignment Agreement (the “Assignment”), pursuant to which iSun Utility acquired all rights to the intellectual property of Oakwood and its affiliates (the “Project IP”). Oakwood is a utility-scale solar EPC company and a wholly-owned subsidiary of Adani. The Project IP includes all of the intellectual property, project references, templates, client lists, agreements, forms and processes of Adani’s U.S. solar business. 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 March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 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, 2021. b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of iSun, Inc. and its direct and indirect wholly owned operating subsidiaries, iSun Residential, Inc., SolarCommunities, Inc., iSun Industrial, LLC, Peck Electric Co., Liberty Electric, Inc., iSun Utility, LLC, iSun Corporate, LLC and iSun Energy, LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. c) Revenue Recognition The majority of the Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. 1) Revenue Recognition Policy Solar Power Systems Sales and Engineering, Procurement, and Construction Services The Company recognizes revenue from the sale of solar power systems, Engineering, Procurement and Construction (“EPC”) services, and other construction-type contracts over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Construction contracts, such as the sale of a solar power system combined with EPC services, are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. Our contracts often require significant services to integrate complex activities and equipment into a single deliverable, and are therefore generally accounted for as a single performance obligation, even when delivering multiple distinct services. For such services, the Company recognizes revenue using the cost to cost method, based primarily on contract cost incurred to date compared to total estimated contract cost. The cost to cost method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Cost of revenue includes an allocation of indirect costs including depreciation and amortization. Subcontractor materials, labor and equipment, are included in revenue and cost of revenue when management believes that the Company is acting as a principal rather than as an agent (i.e., the Company integrates the materials, labor and equipment into the deliverables promised to the customer). Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the customer. As of March 31, 2022 and December 31, 2021, the Company had $ 0 30 45 For sales of solar power systems in which the Company sells a controlling interest in the project to a customer, revenue is recognized for the consideration received when control of the underlying project is transferred to the customer. Revenue may also be recognized for the sale of a solar power system after it has been completed due to the timing of when a sales contract has been entered into with the customer. Energy Generation Revenue from net metering credits is recorded as electricity is generated from the solar arrays and billed to customers (PPA off-taker) at the price rate stated in the applicable power purchase agreement (PPA). Operation and Maintenance and Other Miscellaneous Services Revenue for time and materials contracts is recognized as the service is provided. 2) Disaggregation of Revenue from Contracts with Customers The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations for the three months ended March 31, 2022 and March 31, 2021: (In thousands) SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 Solar Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 13,608 $ 6,093 Total $ 13,608 $ 6,093 Electric Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 1,267 $ 889 Total $ 1,267 $ 889 Data and Network Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 212 $ 279 Total $ 212 $ 279 Total Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 15,087 $ 7,261 Total $ 15,087 $ 7,261 The following table disaggregates the Company’s Solar Operations revenue based operational segment for the three months ended March 31, 2022 and March 31, 2021: (In thousands) SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT 2022 2021 Solar Operations Residential $ 6,397 $ - Commercial and Industrial 5,682 6,093 Utility 1,529 - Total $ 13,608 $ 6,093 3) Variable Consideration The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; award and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the Company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. 4) Remaining Performance Obligation Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. 5) Warranties The Company generally provides limited workmanship warranties up to five years d) Accounts Receivable Accounts receivable are recorded when invoices are issued and presented on the balance sheet net of the allowance for doubtful accounts. The allowance, which was $ 84,000 84,000 e) Concentration and Credit Risks (In thousands) The Company occasionally has cash balances in a single financial institution during the year in excess of the Federal Deposit Insurance Corporation (FDIC) limits. The differences between book and bank balances are outstanding checks and deposits in transit. At March 31, 2022, the uninsured balances were approximately $ 1,893 f) Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates their estimates, including those related to inputs used to recognize revenue over time, estimates in recording the business combinations, goodwill, intangibles, investments, impairment on investments, warranty liability and valuation of deferred tax assets. Actual results could differ from those estimates. g) Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): On May 03, 2021, the FASB issued Accounting Standards Update (ASU) 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) On May 03, 2021, the FASB issued Accounting Standards Update (ASU) 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options h) Fair Value of Financial Instruments The Company’s financial instruments include cash and cash equivalents, accounts receivable, cash collateral deposited with insurance carriers, deferred compensation plan liabilities, accounts payable and other current liabilities, and debt obligations. Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market-based inputs or other observable inputs; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash, accounts receivable, accounts payable and other current liabilities approximate their fair values. Management believes the carrying values of notes and other receivables, cash collateral deposited with insurance carriers, and outstanding balances on its line of credit and long-term debt approximate their fair values as these amounts are estimated using public market prices, quotes from financial institutions and other available information. i) Debt Extinguishment Under ASC 470, debt should be derecognized when the debt is extinguished, in accordance with the guidance in ASC 405-20, Liabilities: Extinguishments of Liabilities. 2,000,000 2,591,500 j) Inventory Inventory is valued at lower of cost or net realizable value determined by the first-in, first-out method. Inventory primarily consists of solar panels and other materials. The Company reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. Inventory is presented net of an allowance of $ 0 k) Warrant liability The Company accounts for warrants to acquire shares of Common Stock as liabilities held at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a change in fair value of warrant liabilities in the Company’s consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the warrant liability will be reclassified to additional paid-in capital. l) Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one m) Legal contingencies The Company accounts for liabilities resulting from legal proceedings when it is possible to evaluate the likelihood of an unfavorable outcome in order to provide an estimate for the contingent liability. At March 31, 2022 and 2021, there are no material contingent liabilities arising from pending litigation. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITIONS | 2. BUSINESS ACQUISITIONS Business Combination On September 8, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, iSun Residential Merger Sub, Inc., a Vermont corporation (the “Merger Sub”) and wholly-owned subsidiary of iSun Residential, Inc., a Delaware corporation (“iSun Residential”) and wholly-owned subsidiary of the Company, SolarCommunities, Inc., a Vermont benefit corporation (“SunCommon”), and Jeffrey Irish, James Moore, and Duane Peterson as a “Shareholder Representative Group” of the holders of SunCommon’s capital stock (the “SunCommon Shareholders”), pursuant to which the Merger Sub merged with and into SunCommon (the “Merger”) with SunCommon as the surviving company in the Merger and SunCommon became a wholly-owned subsidiary of iSun Residential. In connection with Merger, the SunCommon Shareholders received merger consideration totaling $ 48,300,000 25,534,621 15,965,027 8.816 10,000,000 6.8 3.5 3.3 The Company will report begin reporting in segments in the future as we do not currently allocate labor amongst the operating divisions. The purchase price for SolarCommunities, Inc. consisted of approximately $ 48,300,000 Purchase Price Allocation Under the purchase method of accounting, the transaction was valued for accounting purposes at approximately $ 48,300,000 SCHEDULE OF BUSINESS ACQUISITIONS Purchase price (in thousands): $ 15,965 Fair value of iSun’s shares of Common Stock issued ( 1,810,955 8.816 $ 15,965 Cash paid 25,535 Earnout provision 6,800 Total consideration transferred $ 48,300 Fair value of identifiable assets acquired: Cash and cash equivalents $ 581 Accounts receivable 3,409 Inventory 2,653 Contract assets 610 Premises and equipment 4,447 Trademark and brand 11,980 Backlog 3,220 Other current assets 762 Total identifiable assets $ 27,662 Fair value of identifiable liabilities assumed: Accounts payable and accrued liabilities $ 5,562 Contract liabilities 1,103 Customer deposits 355 Deferred tax liabilities 2,070 Loans payable 6,282 Other liabilities 17 Total identifiable liabilities $ 15,389 Net assets acquired including identifiable intangible assets 12,273 Goodwill $ 36,027 During the year ended December 31, 2021, we recorded non-recurring total transaction costs related to the Acquisition of $ 1.235 We will continue to conduct assessments of the net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. We expect that it may take into the second quarter of 2022 until all post-closing assessments and adjustments are finalized. Business Combination On November 18, 2021, John Stark Electric, Inc., a New Hampshire corporation (“JSI”) and wholly-owned subsidiary of iSun, Inc., a Delaware corporation (the “Company”), Liberty Electric, Inc., a New Hampshire Corporation (“Liberty”) and John P. Comeau (“Comeau”) after obtaining required consents released signature pages and closed an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which JSI acquired all of the assets of Liberty for a purchase price of $ 1.4 1.2 250,000 8.4035 300,000 The purchase price for Liberty Electric, Inc. consisted of $ 1.4 Purchase Price Allocation Under the purchase method of accounting, the transaction was valued for accounting purposes at $ 1.4 SCHEDULE OF BUSINESS ACQUISITIONS Purchase price (in thousands): $ 250 Fair value of iSun’s shares of Common Stock issued ( 29,749 8.4035 $ 250 Cash paid 1,195 Earnout provision - Total consideration transferred $ 1,445 Fair value of identifiable assets acquired: Accounts receivable $ 562 Inventory 90 Contract assets 97 Premises and equipment 38 Other current assets 2 Total identifiable assets $ 789 Fair value of identifiable liabilities assumed: Accounts payable and accrued liabilities $ 219 Contract liabilities 5 Total identifiable liabilities $ 224 Net assets acquired including identifiable intangible assets 565 Goodwill $ 880 (1) The earnout provision has been deemed unlikely to be achieved and has not been included in the allocation of the purchase price. Pro Forma Information (Unaudited) The results of operations for the Acquisitions of SolarCommunities, Inc. and Liberty Electric, Inc. since the October 1, 2021 and November 1, 2021 closing dates, respectively, have been included in our December 31, 2021 consolidated financial statements and include approximately $ 12.5 0.7 1.235 SCHEDULE OF PRO FORMA INFORMATION For the three months ending March 31, (in thousands) 2021 Revenue, net $ 14,249 Net loss $ (4,090 ) Weighted average shares of common stock outstanding, basic and diluted 9,535,943 Net loss per share, basic and diluted $ (0.43 ) |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 3 Months Ended |
Mar. 31, 2022 | |
Liquidity And Financial Condition | |
LIQUIDITY AND FINANCIAL CONDITION | 3. LIQUIDITY AND FINANCIAL CONDITION In the three months ended March 31, 2022, the Company experienced a net operating loss and negative cash flow from operations. At March 31, 2022, the Company had cash on hand of approximately $ 1.3 2.3 7.0 To date, the Company has relied predominantly on operating cash flow to fund its operations, borrowings from its credit facilities, sales of Common Stock and exercise of public warrants. The availability of financing and the cash flow from operations mitigates the potential for substantial doubt. The demand for solar and electric vehicle infrastructure continues to increase across all customer groups. Our residential division has customer orders of approximately $ 26.2 three five months 10.8 six eight months 91.3 twelve eighteen months 550 As of March 31, 2022, the Company had approximately $ 21.2 The Company believes its current cash on hand, proceeds generated from the registered direct offering and additional sales of Common Stock, the availability under the equity line of credits, the collectability of its accounts receivable and project backlog are sufficient to meet its operating and capital requirements for at least the next twelve months from the date these financial statements are issued. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | 4. ACCOUNTS RECEIVABLE Accounts receivable consist of: (In thousands) SCHEDULE OF ACCOUNTS RECEIVABLE March 31, 2022 December 31, 2021 Accounts receivable - contracts in progress $ 13,332 $ 13,886 Accounts receivable - retainage 506 535 Accounts receivable 13,838 14,421 Allowance for doubtful accounts (84 ) (84 ) Total $ 13,754 $ 14,337 Bad debt expense was $ 0 Contract assets represent revenue recognized in excess of amounts billed, unbilled receivables, and retainage. Unbilled receivables represent an unconditional right to payment subject only to the passage of time, which are reclassified to accounts receivable when they are billed under the terms of the contract. Contract assets were as follows at March 31, 2022 and 2021: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (In thousands) March 31, 2022 December 31, 2021 Costs in excess of billings $ 2,205 $ 3,452 Unbilled receivables, included in costs in excess of billings 1,322 552 Costs and estimated earnings in excess of billings 3,527 4,004 Retainage 506 535 Total $ 4,033 $ 4,539 Contract liabilities represent amounts billed to clients in excess of revenue recognized to date, billings in excess of costs, and retainage. The Company anticipates that substantially all incurred cost associated with contract assets as of March 31, 2022 will be billed and collected within one year. Contract liabilities were as follows at March 31, 2022 and December 31, 2021: (In thousands) March 31, 2022 December 31, 2021 Billings in excess of costs $ 3,221 $ 2,389 |
CONTRACTS IN PROGRESS
CONTRACTS IN PROGRESS | 3 Months Ended |
Mar. 31, 2022 | |
Contracts In Progress | |
CONTRACTS IN PROGRESS | 5. CONTRACTS IN PROGRESS Information with respect to contracts in progress are as follows: SCHEDULE OF CONTRACTS IN PROGRESS (In thousands) March 31, 2022 December 31, 2021 Expenditures to date on uncompleted contracts $ 14,465 $ 13,716 Estimated earnings thereon 2,664 2,784 Contract costs 17,129 16,500 Less billings to date (18,763 ) (15,436 ) Contract costs, net of billings (1,634 ) 1,063 Plus under billings remaining on contracts 100% complete 1,940 552 Total $ 306 $ 1,615 Included in accompany balance sheets under the following captions: (In thousands) March 31, 2022 December 31, 2021 Cost and estimated earnings in excess of billings $ 3,527 $ 4,004 Billings in excess of costs and estimated earnings on uncompleted contracts (3,221 ) (2,389 ) Total $ 306 $ 1,615 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 6. LONG-TERM DEBT A summary of long-term debt is as follows: SUMMARY OF LONG-TERM DEBT (In thousands) March 31, 2022 December 31, 2021 $ 630 $ 641 NBT Bank, National Association, 4.25% monthly 5,869 $ 630 $ 641 NBT Bank, National Association, 4.20 monthly 3,293 - 216 NBT Bank, National Association, 4.15 monthly 3,677 165 174 NBT Bank, National Association, 4.20 monthly 5,598 363 377 NBT Bank, National Association, 4.85 monthly 2,932 40 48 Various vehicle loans, interest ranging from 0 10.09 monthly 34,878 1,098 1,147 National Bank of Middlebury, 3.95% 5 10 2.75 3.95 monthly 2,388 41 48 B. Riley Commercial Capital, LLC, 8.0 - 6,046 Unsecured note payable in connection with the PPP, established by the federal government Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which bears interest at 1 - 2,592 March 31, 2021 December 31, 2021 CSA 5: Payable in monthly 2,414 5.5 - 119 CSA 17: Payable in monthly 2,414 5.5 - 133 CSA 36: Payable in monthly 2,414 5.5 132 137 CSA 5: Payable in monthly 1,104 552 monthly 2,485 monthly 20,142 11.25% - 118 CSA 17: Payable in monthly 1,104 552 monthly 2,485 monthly 20,142 11.25% - 118 CSA 36: Payable in monthly 1,104 552 monthly 2,485 monthly 20,142 11.25% 118 118 Equipment loans 86 94 Easement liabilities 29 31 2,702 12,157 Less current portion (562 ) (6,694 ) 2,140 5,463 Less debt issuance costs (13 ) (314 ) Long-term debt $ 2,127 $ 5,149 Maturities of long-term debt are as follows: (In thousands) SCHEDULE OF MATURITIES OF LONG-TERM DEBT Year ending December 31: Amount Remainder of 2022 $ 461 2023 497 2024 449 2025 354 2026 753 2027 and thereafter 188 Total $ 2,702 On September 30, 2021, the Company entered into a Loan and Security Agreement with B. Riley Commercial Capital, LLC, as Lender. The proceeds of the Loan Agreement are expected to be used for acquisition finance, general corporate purposes and working capital. The Loan Agreement provides for a $ 10,000,000 October 15, 2022 8.0 |
LINE OF CREDIT
LINE OF CREDIT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
LINE OF CREDIT | 7. LINE OF CREDIT The Company’s wholly owned subsidiary, Peck Electric Co., has a working capital line of credit with NBT Bank with a limit of $ 6 3.5 5.4 4.5 80 1.20 1.00 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES (All dollar amounts in thousands) In 2020, the Company entered into a ten 6,250 6,500 108 2 The Company leases an office and warehouse facilities in Waterbury, Vermont under agreements expiring in May 2028 and August 2026, respectively. Monthly base rent for the office and warehouse facilities currently approximates $ 28 3 The Company leases an office and warehouse facility in Rhinebeck, New York from a stockholder. Monthly base rent currently approximates $ 7 The Company leases a vehicle under a non-cancelable operating lease. In addition, the Company occasionally pays rent for storage on a month-to-month basis. Total rent expense for all of the non-cancelable leases above were $ 195 62 The Company leases vehicles and office equipment under various agreements expiring through June 2026. As of March 31, 2021, aggregate monthly payments required under these leases approximates $ 25 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 $ 210 98 On January 27, 2022, the Company became aware of pending litigation in the U.S. District Court for the District of Vermont entitled Sassoon Peress and Renewz Sustainable Solutions, Inc. v. iSun, Inc. alleging various claims including breach of contract, defamation, and unjust enrichment arising out of the acquisition of iSun Energy, LLC, the sole owner of which was Mr. Peress. The litigation seeks legal and equitable remedies. The Company was granted an extension to plead to Plaintiffs’ Amended Complaint until April 29, 2022. On April 29, 2022, the Company filed an Answer and Counter-Claims. The Company plans to vigorously contest the litigation. It is not possible to evaluate the likelihood of an unfavorable outcome or provide an estimate or range of potential loss. Future minimum lease payments required under all of the non-cancelable operating leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years ending December 31: Amount Remainder of 2022 $ 612 2023 815 2024 799 2025 796 2026 625 Thereafter 1,256 Total future minimum lease payments $ 4,903 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
Warrants | |
WARRANTS | 9. WARRANTS On March 9, 2021, the Company announced its intention to redeem all of its outstanding public warrants to purchase shares of the Company’s Common Stock that were issued under the Warrant Agreement. On April 12, 2021, the Company redeemed approximately 453,764 no . As of March 31, 2022, the Company received notification that 3,641,018 1,820,509 20,906,015 SCHEDULE OF WARRANTS March 31, 2022 December 31, 2021 Beginning balance 69,144 4,163,926 Granted - - Exercised - (3,641,018 ) Redeemed - (453,764 ) Ending balance 69,144 69,144 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 10. FAIR VALUE MEASUREMENTS The Public Warrants were traded under the symbol ISUNW and the fair values were based upon the closing price of the Public Warrants at each measurement date. The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS Input Mark-to-Market Measurement at March 31, 2022 Mark-to-Market Measurement at December 31, 2021 Risk-free rate 2.28 % 0.06 % Remaining term in years 2.22 2.47 Expected volatility 151.05 % 152.90 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 4.10 $ 5.96 The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Fair Value Measurement as of March 31, 2022 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ - $ $ $ - Private Warrants 85 - - 85 Fair Value Measurement as of December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ - $ $ $ - Private Warrants 148 - - 148 The following is a roll forward of the Company’s Level 3 instruments: SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS March 31, 2022 December 31, 2021 Beginning balance $ 148 $ 350 Fair value adjustment – Warrant liability (63 ) (202 ) Ending balance $ 85 $ 148 |
UNION ASSESSMENTS
UNION ASSESSMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
UNION ASSESSMENTS | 11. UNION ASSESSMENTS The Company employs members of the International Brotherhood of Electrical Workers Local 300 (IBEW). The union fee assessments payable are both withholdings from employees and employer assessments. Union fees are for monthly dues, defined contribution pension, health and welfare funds as part of multi-employer plans. All union assessments are based on the number of hours worked or a percentage of gross wages as stipulated in the agreement with the Union. The Company has an agreement with the IBEW in respect to rates of pay, hours, benefits, and other employment conditions that expires May 31, 2022. During the three months ended March 31, 2022 and 2021, the Company incurred the following union assessments. SCHEDULE OF UNION ASSESSMENTS (In thousands) Three Months Ended March 31, 2022 2021 Pension fund $ 162 $ 118 Welfare fund 322 343 National employees benefit fund 28 34 Joint apprenticeship and training committee 15 20 401(k) matching 49 21 Total $ 576 $ 536 |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | 12. PROVISION FOR INCOME TAXES The provision for income taxes for March 31, 2022 and 2021 consists of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 (In thousands) Three Months Ended March 31, 2022 2021 Current Federal $ - $ - State - 1 Total Current - 1 Deferred Federal (1,270 ) 162 State (406 ) 51 Change in valuation allowance 904 - Total Deferred (772 ) 213 (Benefit) provision from Income Taxes $ (772 ) $ 214 The Company’s total deferred tax assets and liabilities at March 31, 2022 and December 31, 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (In thousands) March 31, 2022 December 31, 2021 Deferred tax assets (liabilities) Accruals and reserves $ 150 $ 170 Tax credits 514 514 Stock-based compensation 29 - Net operating loss 7,131 6,182 Less valuation allowance (904 ) - Net deferred tax assets 6,920 6,866 Property and equipment (2,274 ) (3,466 ) Intangibles (4,646 ) (3,857 ) Stock-based compensation - (315 ) Total deferred tax liabilities (6,920 ) (7,638 ) Net deferred tax asset (liabilities) $ - $ (772 ) The Company uses a more-likely-than-not measurement for all tax positions taken or expected to be taken on a tax return in order for those tax positions to be recognized in the financial statements. There were no no three Reconciliation between the effective tax on income from operations and the statutory tax rate is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2022 2021 (In thousands) Three Months Ended March 31, 2022 2021 Income tax (benefit) expense at federal statutory rate $ (773 ) $ (609 ) Paycheck Protection Program tax exempt loan forgiveness (544 ) - Permanent tax differences - 184 Permanent differences for change in fair value of warrants (13 ) - Non-deductible goodwill and other intangible - 833 Valuation allowance 904 State and local taxes net of federal benefit (346 ) (194 ) Total $ (772 ) $ 214 The Company received a loan under the CARES Act Payroll Protection Program (“PPP”) of $ 1,487,624 2,591,500 2,000,000 2,000,000 2,591,500 The Company has federal net operating losses of approximately $ 27,000,000 2,200,000 24,800,000 514,000 no |
CAPTIVE INSURANCE
CAPTIVE INSURANCE | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
CAPTIVE INSURANCE | 13. CAPTIVE INSURANCE The Company and other companies are members of an offshore heterogeneous group captive insurance holding company entitled Navigator Casualty, LTD. (NCL). NCL is located in the Cayman Islands and insures claims relating to workers’ compensation, general liability, and auto liability coverage. Premiums are developed through the use of an actuarially determined loss forecast. Premiums paid totaled $ 74 248 for the three months ending and the year ended December 31, 2021, respectively 100,000 300,000 Each shareholder has equal ownership and invests a one-time cash capitalization of $ 36,000 35,900 100 Summary financial information on NCL as of September 30, 2021 is: (In thousands) SUMMARY OF FINANCIAL INFORMATION Total assets $ 133,377 Total liabilities $ 63,743 Comprehensive income $ 12,496 NCL’s fiscal year end is September 30, 2021. (In thousands) March 31, 2022 December 31, 2021 Investment in NCL Capital $ 36 $ 36 Cash security 194 194 Investment income in excess of losses (incurred and reserves) 40 40 Totals $ 270 $ 270 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 14. RELATED PARTY TRANSACTIONS (All dollar amounts in thousands) In 2014, the minority stockholders of Peck Electric Co., who sold the building that the Company formerly occupied, lent the proceeds to the majority stockholders of Peck Electric Co. who contributed $ 400 8 21 In May 2018, stockholders of the Company bought out a minority stockholder of Peck Electric Co. The Company advanced $ 250,000 9 39 In 2019, the Company’s majority stockholders lent proceeds to the Company to help with cash flow needs. At March 31, 2022 and December 31, 2021, the amounts owed of $ 17 60 |
DEFERRED COMPENSATION PLAN
DEFERRED COMPENSATION PLAN | 3 Months Ended |
Mar. 31, 2022 | |
Compensation Related Costs [Abstract] | |
DEFERRED COMPENSATION PLAN | 15. DEFERRED COMPENSATION PLAN (All dollar amounts in thousands) 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 59 24.5 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | 16. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of Common Stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into Common Stock. SCHEDULE OF POTENTIAL SHARE ISSUANCES EXCLUDED FROM COMPUTATION OF EARNINGS (LOSS) PER SHARE Three Months Ended March 31, 2022 2021 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 Warrants to purchase Common Stock, from Jensyn’s IPO 34,572 565,025 Warrants to purchase Common Stock, from Solar Project Partners, LLC. Exchange and Subscription Agreement - - Conversion of Preferred Stock to Common Stock from GreenSeed Investors, LLC Exchange and Subscription Agreement - - Unvested restricted stock awards 205,335 161,470 Unvested options to purchase Common Stock 350,668 - Totals 1,019,575 1,155,495 The Company has contingent share arrangements and warrants with the potential issuance of additional shares of Common Stock from these arrangements were excluded from the diluted EPS calculation because the prevailing market and operating conditions at the present time do not indicate that any additional shares of Common Stock will be issued. These instruments could result in dilution in future periods. |
RESTRICTED STOCK AND STOCK OPTI
RESTRICTED STOCK AND STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
RESTRICTED STOCK AND STOCK OPTIONS | 17. RESTRICTED STOCK AND STOCK OPTIONS Options As of March 31, 2022, the Company has 201,334 201,334 five years 1.49 1.7 187.94 2 0.13 0 As of March 31, 2022, the Company has 375,000 375,000 five years 5.04 1.2 125.96 2 0.06 0 SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY Three Months Ended March 31, 2022 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2022 201,334 $ 1.49 Granted 375,000 $ 5.04 Exercised - $ 1.49 Outstanding, ending March 31, 2022 576,334 $ 3.80 Exercisable at March 31, 2022 225,666 $ 3.46 The above table does not include the 429,000 Aggregate intrinsic value of options outstanding at March 31, 2022 was $ 0.5 4.10 During the three months ended March 31, 2022 and 2021, the Company charged a total of $ 0.6 0.1 1.1 576,334 three years The stock options were exercised for 100,667 0.1 Restricted Stock Grant to Executives With an effective date of January 4, 2021, subject to the iSun, Inc. 2020 Equity Incentive Plan, (the “2020 Plan”), the Company entered into a restricted stock grant agreement with our Chief Executive Officer Jeffrey Peck, Chief Financial Officer John Sullivan, Executive Vice President Fredrick Myrick, and Chief Strategy Officer Michael dAmato in January 2021 (the January 2021 RSGAs). All shares issuable under the January 2021 RSGA are valued as of the grant date at $ 6.15 241,000 80,333 80,333 80,334 With an effective date of January 24, 2022, subject to the iSun, Inc. 2020 Equity Incentive Plan, (the “2020 Plan”), the Company entered into a restricted stock grant agreement with our Chief Executive Officer Jeffrey Peck, Chief Financial Officer John Sullivan, Executive Vice President Fredrick Myrick, and Chief Strategy Officer Michael dAmato in January 2022 (the January 2022 RSGAs). All shares issuable under the January 2022 RSGA are valued as of the grant date at $ 5.04 187,500 62,500 62,500 62,500 In the three months ended March 31, 2022 and 2021, stock-based compensation expense of $ 0.5 0.1 Stock-based compensation, excluding the January 2022 and 2021 RSGA, related to employee and director options totaled $ 0.1 0.0 On December 17, 2021, the stockholders approved an amendment to the 2020 Equity Incentive Plan increasing the available shares of Common Stock to 3,000,000 |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | 18. INVESTMENTS Investments consist of: (In thousands) SCHEDULE OF INVESTMENT March 31, 2022 December 31, 2021 GreenSeed Investors, LLC $ 4,224 $ 4,324 Investment in Solar Project Partners, LLC 96 96 Investment in Gemini Electric Mobility Co. 2,000 2,000 Investment in NAD Grid Corp. d/b/a AmpUp 1,000 1,000 Investment in Encore Renewables 5,000 5,000 Total $ 12,320 $ 12,420 GreenSeed Investors, LLC and Solar Project Partners, LLC The Company entered into an Exchange and Subscription Agreement (the “Exchange Agreement”) dated April 22, 2020 with GreenSeed Investors, LLC, a Delaware limited liability company (“GSI”), and Solar Project Partners, LLC, a Delaware limited liability company (“SPP”). The primary purpose of GSI is to facilitate the green bond platform and provide capital for the acquisition of solar projects by SPP. The investment in GSI provides access to early stage financing to support the Company’s EPC operations while establishing a large pipeline of projects. The investment in SPP provides the Company with the opportunity to retain a long-term ownership in the completed solar projects. As such, the Company recorded the investments as long-term other assets. Pursuant to the Exchange Agreement, the Company subscribed for 500,000 200,000 10.00 500,000 5.0 100,000 275,000 15.00 117,376 The Exchange Agreement provides that as long as the dividend payment on the Preferred Shares in each calendar quarter is equal to the aggregate distribution with respect to the GSI Units, such payments and distributions shall be offset and neither GSI nor the Company need to make any cash payments to the other. For the three months ended March 31, 2022, the Company received a return of capital from GSI in the amount of $ 100,000 100,000 The Company granted to GSI the right to repurchase up to 400,000 50,000 10.00 4.0 The Company granted to GSI registration rights with respect to the Preferred Shares, the Warrant, and the Common Stock underlying the Warrant. The GSI and SPP investments are measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in ordinary transactions for the identical or similar investment of the same issuer. As the Company does not have significant influence over operating or financial policies of GSI and SPP, the cost method of accounting for the investment was determined to be appropriate. Changes in the fair value of the investment are recorded as net appreciation in fair value of investment in the Consolidated Statements of Operations. No Gemini and AmpUp On March 18, 2021, the Company made a minority investment of $ 1.5 On May 6, 2021, the Company made an additional minority investment of $ 0.5 On March 18, 2021, the Company made a minority investment of $ 1.0 The Gemini and AmpUp investments are measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in ordinary transactions for the identical or similar investment of the same issuer. These investments are minority investments intended to support electric vehicle infrastructure development. The Company has no control in these entities. Changes in the fair value of the investment are recorded as net appreciation in fair value of investment in the Consolidated Statements of Operations. At March 31, 2022, the equity investment for Gemini and AmpUp was $ 2.0 1.0 No Encore Renewables On November 24, 2021, the Company entered into a Membership Unit Purchase Agreement pursuant to which the Company invested $ 5.0 9.1 The Encore investment is measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in ordinary transactions for the identical or similar investment of the same issuer. As the Company does not have significant influence over operating or financial policies of Encore, the cost method of accounting for the investment was determined to be appropriate. Changes in the fair value of the investment are recorded as net appreciation in fair value of investment in the Consolidated Statements of Operations. No |
STOCK REDEMPTION
STOCK REDEMPTION | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCK REDEMPTION | 19. STOCK REDEMPTION On January 25, 2021, the Company purchased 34,190 19.68 five 673,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS 2020 Equity Incentive Plan With an effective date of April 18, 2022, subject to the iSun, Inc. 2020 Equity Incentive Plan, (the “2020 Plan”), the Company entered into a Restricted Stock Grant Agreements with our Chief Executive Officer Jeffrey Peck, Chief Financial Officer John Sullivan, Executive Vice President Fredrick Myrick, and Chief Strategy Officer Michael dAmato in January 2022 (the April 2022 RSGAs). All shares issuable under the April 2022 RSGAs are valued as of the grant date at $ 5.04 337,033 112,345 112,345 112,343 Sale of Common Stock pursuant to S-3 Registration Statement Subsequent to March 31, 2022, 309,038 1.28 4.14 1.24 4.01 |
SUMMARY OF OPERATIONS AND SIG_2
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | a) Organization iSun, Inc. is a solar engineering, construction and procurement contractor for commercial, industrial, residential and utility customers. The Company also provides electrical contracting services and data and communication services. The work is performed under fixed-price and modified fixed-price contracts and time and materials contracts. The Company is incorporated in the State of Delaware and has its corporate headquarters in Williston, Vermont. On September 8, 2021, iSun, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, iSun Residential Merger Sub, Inc., a Vermont corporation (the “Merger Sub”) and wholly-owned subsidiary of iSun Residential, Inc., a Delaware corporation (“iSun Residential”) and wholly-owned subsidiary of the Company, SolarCommunities, Inc., a Vermont benefit corporation (“SunCommon”), and Jeffrey Irish, James Moore, and Duane Peterson as a “Shareholder Representative Group” of the holders of SunCommon’s capital stock (the “SunCommon Shareholders”), pursuant to which the Merger Sub merged with and into SunCommon (the “Merger”) with SunCommon as the surviving company in the Merger and SunCommon became a wholly-owned subsidiary of iSun Residential. The Merger was effective on October 1, 2021. Effective January 19, 2021, the Company changed its corporate name from The Peck Company Holdings, Inc. to iSun, Inc. (the “Name Change”). The Name Change was affected through a parent/subsidiary short-form merger of iSun, Inc., our wholly-owned Delaware subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the short-form merger, we filed a Certificate of Merger with the Secretary of State of the State of Delaware on January 19, 2021. The merger became effective on January 19, 2021 with the State of Delaware and, for purposes of the quotation of our Common Stock on the Nasdaq Capital Market (“Nasdaq”), effective at the open of the market on January 20, 2021. On April 6, 2021, iSun Utility, LLC (“iSun Utility”), a Delaware limited liability company and wholly-owned subsidiary of iSun, Inc., a Delaware corporation (the “Company”), Adani Solar USA, Inc., a Delaware corporation (Adani”), and Oakwood Construction Services, Inc., a Delaware corporation (“Oakwood”) entered into an Assignment Agreement (the “Assignment”), pursuant to which iSun Utility acquired all rights to the intellectual property of Oakwood and its affiliates (the “Project IP”). Oakwood is a utility-scale solar EPC company and a wholly-owned subsidiary of Adani. The Project IP includes all of the intellectual property, project references, templates, client lists, agreements, forms and processes of Adani’s U.S. solar business. 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 March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 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, 2021. |
Principles of Consolidation | b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of iSun, Inc. and its direct and indirect wholly owned operating subsidiaries, iSun Residential, Inc., SolarCommunities, Inc., iSun Industrial, LLC, Peck Electric Co., Liberty Electric, Inc., iSun Utility, LLC, iSun Corporate, LLC and iSun Energy, LLC. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Revenue Recognition | c) Revenue Recognition The majority of the Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. 1) Revenue Recognition Policy Solar Power Systems Sales and Engineering, Procurement, and Construction Services The Company recognizes revenue from the sale of solar power systems, Engineering, Procurement and Construction (“EPC”) services, and other construction-type contracts over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Construction contracts, such as the sale of a solar power system combined with EPC services, are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services. Our contracts often require significant services to integrate complex activities and equipment into a single deliverable, and are therefore generally accounted for as a single performance obligation, even when delivering multiple distinct services. For such services, the Company recognizes revenue using the cost to cost method, based primarily on contract cost incurred to date compared to total estimated contract cost. The cost to cost method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Cost of revenue includes an allocation of indirect costs including depreciation and amortization. Subcontractor materials, labor and equipment, are included in revenue and cost of revenue when management believes that the Company is acting as a principal rather than as an agent (i.e., the Company integrates the materials, labor and equipment into the deliverables promised to the customer). Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the customer. As of March 31, 2022 and December 31, 2021, the Company had $ 0 30 45 For sales of solar power systems in which the Company sells a controlling interest in the project to a customer, revenue is recognized for the consideration received when control of the underlying project is transferred to the customer. Revenue may also be recognized for the sale of a solar power system after it has been completed due to the timing of when a sales contract has been entered into with the customer. Energy Generation Revenue from net metering credits is recorded as electricity is generated from the solar arrays and billed to customers (PPA off-taker) at the price rate stated in the applicable power purchase agreement (PPA). Operation and Maintenance and Other Miscellaneous Services Revenue for time and materials contracts is recognized as the service is provided. 2) Disaggregation of Revenue from Contracts with Customers The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations for the three months ended March 31, 2022 and March 31, 2021: (In thousands) SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 Solar Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 13,608 $ 6,093 Total $ 13,608 $ 6,093 Electric Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 1,267 $ 889 Total $ 1,267 $ 889 Data and Network Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 212 $ 279 Total $ 212 $ 279 Total Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 15,087 $ 7,261 Total $ 15,087 $ 7,261 The following table disaggregates the Company’s Solar Operations revenue based operational segment for the three months ended March 31, 2022 and March 31, 2021: (In thousands) SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT 2022 2021 Solar Operations Residential $ 6,397 $ - Commercial and Industrial 5,682 6,093 Utility 1,529 - Total $ 13,608 $ 6,093 3) Variable Consideration The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; award and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the Company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. 4) Remaining Performance Obligation Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. 5) Warranties The Company generally provides limited workmanship warranties up to five years |
Accounts Receivable | d) Accounts Receivable Accounts receivable are recorded when invoices are issued and presented on the balance sheet net of the allowance for doubtful accounts. The allowance, which was $ 84,000 84,000 |
Concentration and Credit Risks | e) Concentration and Credit Risks (In thousands) The Company occasionally has cash balances in a single financial institution during the year in excess of the Federal Deposit Insurance Corporation (FDIC) limits. The differences between book and bank balances are outstanding checks and deposits in transit. At March 31, 2022, the uninsured balances were approximately $ 1,893 |
Use of Estimates | f) Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates their estimates, including those related to inputs used to recognize revenue over time, estimates in recording the business combinations, goodwill, intangibles, investments, impairment on investments, warranty liability and valuation of deferred tax assets. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | g) Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): On May 03, 2021, the FASB issued Accounting Standards Update (ASU) 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) On May 03, 2021, the FASB issued Accounting Standards Update (ASU) 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options |
Fair Value of Financial Instruments | h) Fair Value of Financial Instruments The Company’s financial instruments include cash and cash equivalents, accounts receivable, cash collateral deposited with insurance carriers, deferred compensation plan liabilities, accounts payable and other current liabilities, and debt obligations. Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market-based inputs or other observable inputs; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash, accounts receivable, accounts payable and other current liabilities approximate their fair values. Management believes the carrying values of notes and other receivables, cash collateral deposited with insurance carriers, and outstanding balances on its line of credit and long-term debt approximate their fair values as these amounts are estimated using public market prices, quotes from financial institutions and other available information. |
Debt Extinguishment | i) Debt Extinguishment Under ASC 470, debt should be derecognized when the debt is extinguished, in accordance with the guidance in ASC 405-20, Liabilities: Extinguishments of Liabilities. 2,000,000 2,591,500 |
Inventory | j) Inventory Inventory is valued at lower of cost or net realizable value determined by the first-in, first-out method. Inventory primarily consists of solar panels and other materials. The Company reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. Inventory is presented net of an allowance of $ 0 |
Warrant liability | k) Warrant liability The Company accounts for warrants to acquire shares of Common Stock as liabilities held at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a change in fair value of warrant liabilities in the Company’s consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the warrant liability will be reclassified to additional paid-in capital. |
Segment Information | l) Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one |
Legal contingencies | m) Legal contingencies The Company accounts for liabilities resulting from legal proceedings when it is possible to evaluate the likelihood of an unfavorable outcome in order to provide an estimate for the contingent liability. At March 31, 2022 and 2021, there are no material contingent liabilities arising from pending litigation. |
SUMMARY OF OPERATIONS AND SIG_3
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations for the three months ended March 31, 2022 and March 31, 2021: (In thousands) SCHEDULE OF DISAGGREGATION OF REVENUE 2022 2021 Solar Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 13,608 $ 6,093 Total $ 13,608 $ 6,093 Electric Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 1,267 $ 889 Total $ 1,267 $ 889 Data and Network Operations Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 212 $ 279 Total $ 212 $ 279 Total Performance obligations satisfied at a point in time $ - $ - Performance obligations satisfied over time $ 15,087 $ 7,261 Total $ 15,087 $ 7,261 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Acquisition [Line Items] | |
SCHEDULE OF PRO FORMA INFORMATION | SCHEDULE OF PRO FORMA INFORMATION For the three months ending March 31, (in thousands) 2021 Revenue, net $ 14,249 Net loss $ (4,090 ) Weighted average shares of common stock outstanding, basic and diluted 9,535,943 Net loss per share, basic and diluted $ (0.43 ) |
Solar Communities, Inc. [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITIONS | SCHEDULE OF BUSINESS ACQUISITIONS Purchase price (in thousands): $ 15,965 Fair value of iSun’s shares of Common Stock issued ( 1,810,955 8.816 $ 15,965 Cash paid 25,535 Earnout provision 6,800 Total consideration transferred $ 48,300 Fair value of identifiable assets acquired: Cash and cash equivalents $ 581 Accounts receivable 3,409 Inventory 2,653 Contract assets 610 Premises and equipment 4,447 Trademark and brand 11,980 Backlog 3,220 Other current assets 762 Total identifiable assets $ 27,662 Fair value of identifiable liabilities assumed: Accounts payable and accrued liabilities $ 5,562 Contract liabilities 1,103 Customer deposits 355 Deferred tax liabilities 2,070 Loans payable 6,282 Other liabilities 17 Total identifiable liabilities $ 15,389 Net assets acquired including identifiable intangible assets 12,273 Goodwill $ 36,027 |
Liberty Electric, Inc. [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITIONS | SCHEDULE OF BUSINESS ACQUISITIONS Purchase price (in thousands): $ 250 Fair value of iSun’s shares of Common Stock issued ( 29,749 8.4035 $ 250 Cash paid 1,195 Earnout provision - Total consideration transferred $ 1,445 Fair value of identifiable assets acquired: Accounts receivable $ 562 Inventory 90 Contract assets 97 Premises and equipment 38 Other current assets 2 Total identifiable assets $ 789 Fair value of identifiable liabilities assumed: Accounts payable and accrued liabilities $ 219 Contract liabilities 5 Total identifiable liabilities $ 224 Net assets acquired including identifiable intangible assets 565 Goodwill $ 880 (1) The earnout provision has been deemed unlikely to be achieved and has not been included in the allocation of the purchase price. |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | Accounts receivable consist of: (In thousands) SCHEDULE OF ACCOUNTS RECEIVABLE March 31, 2022 December 31, 2021 Accounts receivable - contracts in progress $ 13,332 $ 13,886 Accounts receivable - retainage 506 535 Accounts receivable 13,838 14,421 Allowance for doubtful accounts (84 ) (84 ) Total $ 13,754 $ 14,337 |
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES | Contract assets represent revenue recognized in excess of amounts billed, unbilled receivables, and retainage. Unbilled receivables represent an unconditional right to payment subject only to the passage of time, which are reclassified to accounts receivable when they are billed under the terms of the contract. Contract assets were as follows at March 31, 2022 and 2021: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (In thousands) March 31, 2022 December 31, 2021 Costs in excess of billings $ 2,205 $ 3,452 Unbilled receivables, included in costs in excess of billings 1,322 552 Costs and estimated earnings in excess of billings 3,527 4,004 Retainage 506 535 Total $ 4,033 $ 4,539 Contract liabilities represent amounts billed to clients in excess of revenue recognized to date, billings in excess of costs, and retainage. The Company anticipates that substantially all incurred cost associated with contract assets as of March 31, 2022 will be billed and collected within one year. Contract liabilities were as follows at March 31, 2022 and December 31, 2021: (In thousands) March 31, 2022 December 31, 2021 Billings in excess of costs $ 3,221 $ 2,389 |
CONTRACTS IN PROGRESS (Tables)
CONTRACTS IN PROGRESS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Contracts In Progress | |
SCHEDULE OF CONTRACTS IN PROGRESS | Information with respect to contracts in progress are as follows: SCHEDULE OF CONTRACTS IN PROGRESS (In thousands) March 31, 2022 December 31, 2021 Expenditures to date on uncompleted contracts $ 14,465 $ 13,716 Estimated earnings thereon 2,664 2,784 Contract costs 17,129 16,500 Less billings to date (18,763 ) (15,436 ) Contract costs, net of billings (1,634 ) 1,063 Plus under billings remaining on contracts 100% complete 1,940 552 Total $ 306 $ 1,615 Included in accompany balance sheets under the following captions: (In thousands) March 31, 2022 December 31, 2021 Cost and estimated earnings in excess of billings $ 3,527 $ 4,004 Billings in excess of costs and estimated earnings on uncompleted contracts (3,221 ) (2,389 ) Total $ 306 $ 1,615 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SUMMARY OF LONG-TERM DEBT | A summary of long-term debt is as follows: SUMMARY OF LONG-TERM DEBT (In thousands) March 31, 2022 December 31, 2021 $ 630 $ 641 NBT Bank, National Association, 4.25% monthly 5,869 $ 630 $ 641 NBT Bank, National Association, 4.20 monthly 3,293 - 216 NBT Bank, National Association, 4.15 monthly 3,677 165 174 NBT Bank, National Association, 4.20 monthly 5,598 363 377 NBT Bank, National Association, 4.85 monthly 2,932 40 48 Various vehicle loans, interest ranging from 0 10.09 monthly 34,878 1,098 1,147 National Bank of Middlebury, 3.95% 5 10 2.75 3.95 monthly 2,388 41 48 B. Riley Commercial Capital, LLC, 8.0 - 6,046 Unsecured note payable in connection with the PPP, established by the federal government Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which bears interest at 1 - 2,592 March 31, 2021 December 31, 2021 CSA 5: Payable in monthly 2,414 5.5 - 119 CSA 17: Payable in monthly 2,414 5.5 - 133 CSA 36: Payable in monthly 2,414 5.5 132 137 CSA 5: Payable in monthly 1,104 552 monthly 2,485 monthly 20,142 11.25% - 118 CSA 17: Payable in monthly 1,104 552 monthly 2,485 monthly 20,142 11.25% - 118 CSA 36: Payable in monthly 1,104 552 monthly 2,485 monthly 20,142 11.25% 118 118 Equipment loans 86 94 Easement liabilities 29 31 2,702 12,157 Less current portion (562 ) (6,694 ) 2,140 5,463 Less debt issuance costs (13 ) (314 ) Long-term debt $ 2,127 $ 5,149 |
SCHEDULE OF MATURITIES OF LONG-TERM DEBT | Maturities of long-term debt are as follows: (In thousands) SCHEDULE OF MATURITIES OF LONG-TERM DEBT Year ending December 31: Amount Remainder of 2022 $ 461 2023 497 2024 449 2025 354 2026 753 2027 and thereafter 188 Total $ 2,702 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum lease payments required under all of the non-cancelable operating leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years ending December 31: Amount Remainder of 2022 $ 612 2023 815 2024 799 2025 796 2026 625 Thereafter 1,256 Total future minimum lease payments $ 4,903 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants | |
SCHEDULE OF WARRANTS | SCHEDULE OF WARRANTS March 31, 2022 December 31, 2021 Beginning balance 69,144 4,163,926 Granted - - Exercised - (3,641,018 ) Redeemed - (453,764 ) Ending balance 69,144 69,144 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS | SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS Input Mark-to-Market Measurement at March 31, 2022 Mark-to-Market Measurement at December 31, 2021 Risk-free rate 2.28 % 0.06 % Remaining term in years 2.22 2.47 Expected volatility 151.05 % 152.90 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 4.10 $ 5.96 |
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS | The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Fair Value Measurement as of March 31, 2022 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ - $ $ $ - Private Warrants 85 - - 85 Fair Value Measurement as of December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: Public Warrants $ - $ $ $ - Private Warrants 148 - - 148 |
SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS | The following is a roll forward of the Company’s Level 3 instruments: SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS March 31, 2022 December 31, 2021 Beginning balance $ 148 $ 350 Fair value adjustment – Warrant liability (63 ) (202 ) Ending balance $ 85 $ 148 |
UNION ASSESSMENTS (Tables)
UNION ASSESSMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 that expires May 31, 2022. During the three months ended March 31, 2022 and 2021, the Company incurred the following union assessments. SCHEDULE OF UNION ASSESSMENTS (In thousands) Three Months Ended March 31, 2022 2021 Pension fund $ 162 $ 118 Welfare fund 322 343 National employees benefit fund 28 34 Joint apprenticeship and training committee 15 20 401(k) matching 49 21 Total $ 576 $ 536 |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) | The provision for income taxes for March 31, 2022 and 2021 consists of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 (In thousands) Three Months Ended March 31, 2022 2021 Current Federal $ - $ - State - 1 Total Current - 1 Deferred Federal (1,270 ) 162 State (406 ) 51 Change in valuation allowance 904 - Total Deferred (772 ) 213 (Benefit) provision from Income Taxes $ (772 ) $ 214 |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The Company’s total deferred tax assets and liabilities at March 31, 2022 and December 31, 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (In thousands) March 31, 2022 December 31, 2021 Deferred tax assets (liabilities) Accruals and reserves $ 150 $ 170 Tax credits 514 514 Stock-based compensation 29 - Net operating loss 7,131 6,182 Less valuation allowance (904 ) - Net deferred tax assets 6,920 6,866 Property and equipment (2,274 ) (3,466 ) Intangibles (4,646 ) (3,857 ) Stock-based compensation - (315 ) Total deferred tax liabilities (6,920 ) (7,638 ) Net deferred tax asset (liabilities) $ - $ (772 ) |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | Reconciliation between the effective tax on income from operations and the statutory tax rate is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2022 2021 (In thousands) Three Months Ended March 31, 2022 2021 Income tax (benefit) expense at federal statutory rate $ (773 ) $ (609 ) Paycheck Protection Program tax exempt loan forgiveness (544 ) - Permanent tax differences - 184 Permanent differences for change in fair value of warrants (13 ) - Non-deductible goodwill and other intangible - 833 Valuation allowance 904 State and local taxes net of federal benefit (346 ) (194 ) Total $ (772 ) $ 214 |
CAPTIVE INSURANCE (Tables)
CAPTIVE INSURANCE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
SUMMARY OF FINANCIAL INFORMATION | Summary financial information on NCL as of September 30, 2021 is: (In thousands) SUMMARY OF FINANCIAL INFORMATION Total assets $ 133,377 Total liabilities $ 63,743 Comprehensive income $ 12,496 NCL’s fiscal year end is September 30, 2021. (In thousands) March 31, 2022 December 31, 2021 Investment in NCL Capital $ 36 $ 36 Cash security 194 194 Investment income in excess of losses (incurred and reserves) 40 40 Totals $ 270 $ 270 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF POTENTIAL SHARE ISSUANCES EXCLUDED FROM COMPUTATION OF EARNINGS (LOSS) PER SHARE | SCHEDULE OF POTENTIAL SHARE ISSUANCES EXCLUDED FROM COMPUTATION OF EARNINGS (LOSS) PER SHARE Three Months Ended March 31, 2022 2021 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 Warrants to purchase Common Stock, from Jensyn’s IPO 34,572 565,025 Warrants to purchase Common Stock, from Solar Project Partners, LLC. Exchange and Subscription Agreement - - Conversion of Preferred Stock to Common Stock from GreenSeed Investors, LLC Exchange and Subscription Agreement - - Unvested restricted stock awards 205,335 161,470 Unvested options to purchase Common Stock 350,668 - Totals 1,019,575 1,155,495 |
RESTRICTED STOCK AND STOCK OP_2
RESTRICTED STOCK AND STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY | SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY Three Months Ended March 31, 2022 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2022 201,334 $ 1.49 Granted 375,000 $ 5.04 Exercised - $ 1.49 Outstanding, ending March 31, 2022 576,334 $ 3.80 Exercisable at March 31, 2022 225,666 $ 3.46 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF INVESTMENT | Investments consist of: (In thousands) SCHEDULE OF INVESTMENT March 31, 2022 December 31, 2021 GreenSeed Investors, LLC $ 4,224 $ 4,324 Investment in Solar Project Partners, LLC 96 96 Investment in Gemini Electric Mobility Co. 2,000 2,000 Investment in NAD Grid Corp. d/b/a AmpUp 1,000 1,000 Investment in Encore Renewables 5,000 5,000 Total $ 12,320 $ 12,420 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 15,087 | $ 7,261 |
Transferred at Point in Time [Member] | ||
Revenue | ||
Transferred over Time [Member] | ||
Revenue | 15,087 | 7,261 |
Solar Operations [Member] | ||
Revenue | 13,608 | 6,093 |
Solar Operations [Member] | Transferred at Point in Time [Member] | ||
Revenue | ||
Solar Operations [Member] | Transferred over Time [Member] | ||
Revenue | 13,608 | 6,093 |
Electric Operations [Member] | ||
Revenue | 1,267 | 889 |
Electric Operations [Member] | Transferred at Point in Time [Member] | ||
Revenue | ||
Electric Operations [Member] | Transferred over Time [Member] | ||
Revenue | 1,267 | 889 |
Data and Network Operations [Member] | ||
Revenue | 212 | 279 |
Data and Network Operations [Member] | Transferred at Point in Time [Member] | ||
Revenue | ||
Data and Network Operations [Member] | Transferred over Time [Member] | ||
Revenue | $ 212 | $ 279 |
SCHEDULE OF REVENUE BASED OPERA
SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 15,087 | $ 7,261 |
Solar Operations [Member] | ||
Revenue | 13,608 | 6,093 |
Residential [Member] | Solar Operations [Member] | ||
Revenue | 6,397 | |
Commercial and Industrial [Member] | Solar Operations [Member] | ||
Revenue | 5,682 | 6,093 |
Utility [Member] | Solar Operations [Member] | ||
Revenue | $ 1,529 |
SUMMARY OF OPERATIONS AND SIG_4
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022USD ($)Segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Pre-Contract Costs, Current | $ 0 | $ 0 | |
Allowance for doubtful accounts | 84,000 | 84,000 | |
Uninsured cash balances | 1,893,000 | ||
Gain on forgiveness of PPP loan | 2,592,000 | ||
Inventory allowance | $ 0 | 0 | |
Number of reportable segments | Segment | 1 | ||
PPP [Member] | |||
Gain on forgiveness of PPP loan | $ 2,591,500 | ||
PPP [Member] | |||
Gain on forgiveness of PPP loan | $ 2,000,000 | ||
Minimum [Member] | |||
Payment period on construction contracts | 30 days | ||
Maximum [Member] | |||
Payment period on construction contracts | 45 days | ||
Workmanship warranties period | 5 years |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITIONS (Details) - USD ($) | Nov. 18, 2021 | Sep. 08, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 36,907,000 | $ 36,907,000 | ||
Solar Communities, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of iSun's shares of Common Stock issued (29,749 shares), at $8.4035 per share | $ 15,965,027 | |||
Cash paid | 25,534,621 | |||
Earnout provision | 6,800,000 | |||
Total consideration transferred | 48,300,000 | |||
Cash and cash equivalents | 581,000 | |||
Accounts receivable | 3,409,000 | |||
Inventory | 2,653,000 | |||
Contract assets | 610,000 | |||
Premises and equipment | 4,447,000 | |||
Other current assets | 762,000 | |||
Total identifiable assets | 27,662,000 | |||
Accounts payable and accrued liabilities | 5,562,000 | |||
Contract liabilities | 1,103,000 | |||
Customer deposits | 355,000 | |||
Deferred tax liabilities | 2,070,000 | |||
Loans payable | 6,282,000 | |||
Other liabilities | 17,000 | |||
Total identifiable liabilities | 15,389,000 | |||
Net assets acquired including identifiable intangible assets | 12,273,000 | |||
Goodwill | 36,027,000 | |||
Solar Communities, Inc. [Member] | Trademarks and Trade Names [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 11,980,000 | |||
Solar Communities, Inc. [Member] | Order or Production Backlog [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 3,220,000 | |||
Liberty Electric, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of iSun's shares of Common Stock issued (29,749 shares), at $8.4035 per share | $ 250,000 | |||
Cash paid | 1,195,000 | |||
Earnout provision | ||||
Total consideration transferred | 1,445,000 | |||
Accounts receivable | 562,000 | |||
Inventory | 90,000 | |||
Contract assets | 97,000 | |||
Premises and equipment | 38,000 | |||
Other current assets | 2,000 | |||
Total identifiable assets | 789,000 | |||
Accounts payable and accrued liabilities | 219,000 | |||
Contract liabilities | 5,000 | |||
Total identifiable liabilities | 224,000 | |||
Net assets acquired including identifiable intangible assets | 565,000 | |||
Goodwill | $ 880,000 |
SCHEDULE OF BUSINESS ACQUISIT_2
SCHEDULE OF BUSINESS ACQUISITIONS (Details) (Parenthetical) - $ / shares | Nov. 18, 2021 | Sep. 08, 2021 |
Solar Communities, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Shares issued (in shares) | 1,810,955 | |
Business acquisition, share price | $ 8.816 | |
Liberty Electric, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Shares issued (in shares) | 29,749 | |
Business acquisition, share price | $ 8.4035 |
SCHEDULE OF PRO FORMA INFORMATI
SCHEDULE OF PRO FORMA INFORMATION (Details) - Solar Communities, Inc. and Liberty Electric Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Revenue, net | $ 14,249 | |
Net loss | $ (4,090) | |
Weighted average shares of common stock outstanding, basic | 9,535,943 | |
Net loss per share, basic | $ (0.43) |
BUSINESS ACQUISITIONS (Details
BUSINESS ACQUISITIONS (Details Narrative) - USD ($) | Nov. 18, 2021 | Sep. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Solar Communities, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 48,300,000 | |||
Cash consideration | 25,534,621 | |||
Value of common stock to be issued or issued in connection with Merger | $ 15,965,027 | |||
Business acquisition, share price | $ 8.816 | |||
Earnout provision | $ 6,800,000 | |||
Acquisition costs | $ 1,235,000 | |||
Revenue since acquisition date | $ 12,500,000 | |||
Solar Communities, Inc. [Member] | Accrued Liabilities, Current [Member] | ||||
Business Acquisition [Line Items] | ||||
Earn out provision current liability | 3,500,000 | |||
Solar Communities, Inc. [Member] | Other Noncurrent Liabilities [Member] | ||||
Business Acquisition [Line Items] | ||||
Earn out provision long-term liability | 3,300,000 | |||
Solar Communities, Inc. [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Earnout provision | $ 10,000,000 | |||
Liberty Electric, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 1,445,000 | |||
Cash consideration | 1,195,000 | |||
Value of common stock to be issued or issued in connection with Merger | $ 250,000 | |||
Business acquisition, share price | $ 8.4035 | |||
Earnout provision | ||||
Revenue since acquisition date | $ 700,000 | |||
Liberty Electric, Inc. [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination, contingent consideration, liability | $ 300,000 |
LIQUIDITY AND FINANCIAL CONDI_2
LIQUIDITY AND FINANCIAL CONDITION (Details Narrative) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)MW | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Cash | $ 1,344 | $ 2,242 | |
Working capital deficit | 2,300 | ||
Operating cash flow utilized | 7,048 | $ 5,388 | |
Proceeds from issuance or sale of equity | 10,400 | ||
Scenario, Plan [Member] | |||
Proceeds from issuance or sale of equity | 21,200 | ||
Residential [Member] | |||
Customer orders | $ 26,200 | ||
Residential [Member] | Minimum [Member] | |||
Completion period | 3 months | ||
Residential [Member] | Maximum [Member] | |||
Completion period | 5 months | ||
Commercial [Member] | |||
Contracted backlog | $ 10,800 | ||
Commercial [Member] | Minimum [Member] | |||
Completion period | 6 months | ||
Commercial [Member] | Maximum [Member] | |||
Completion period | 8 months | ||
Industrial [Member] | |||
Contracted backlog | $ 91,300 | ||
Industrial [Member] | Minimum [Member] | |||
Completion period | 12 months | ||
Industrial [Member] | Maximum [Member] | |||
Completion period | 18 months | ||
Utility [Member] | |||
Projects under development | MW | 550 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 13,838 | $ 14,421 |
Allowance for doubtful accounts | (84) | (84) |
Total | 13,754 | 14,337 |
Contracts in Progress [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 13,332 | 13,886 |
Retainage [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 506 | $ 535 |
SCHEDULE OF CONTRACT ASSETS AND
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Costs in excess of billings | $ 2,205 | $ 3,452 |
Unbilled receivables, included in costs in excess of billings | 1,322 | 552 |
Costs and estimated earnings in excess of billings | 3,527 | 4,004 |
Retainage | 506 | 535 |
Total | 4,033 | 4,539 |
Billings in excess of costs | $ 3,221 | $ 2,389 |
ACCOUNTS RECEIVABLE (Details Na
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Receivables [Abstract] | ||
Bad debt expense | $ 0 | $ 0 |
SCHEDULE OF CONTRACTS IN PROGRE
SCHEDULE OF CONTRACTS IN PROGRESS (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Capitalized Contract Cost [Line Items] | ||
Contract costs | $ 17,129 | $ 16,500 |
Less billings to date | (18,763) | (15,436) |
Contract costs, net of billings | (1,634) | 1,063 |
Plus under billings remaining on contracts 100% complete | 1,940 | 552 |
Total | 306 | 1,615 |
Cost and estimated earnings in excess of billings | 3,527 | 4,004 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (3,221) | (2,389) |
Expenditures on Uncompleted Contracts [Member] | ||
Capitalized Contract Cost [Line Items] | ||
Contract costs | 14,465 | 13,716 |
Earnings on Uncompleted Contracts [Member] | ||
Capitalized Contract Cost [Line Items] | ||
Contract costs | $ 2,664 | $ 2,784 |
SUMMARY OF LONG-TERM DEBT (Deta
SUMMARY OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | |||
Long-term debt | $ 2,702 | $ 12,157 | |
Less current portion | (562) | (6,694) | |
Long-term debt, including debt issuance costs | 2,140 | 5,463 | |
Less debt issuance costs | (13) | (314) | |
Long-term debt | 2,127 | 5,149 | |
NBT Bank, National Association, Secured Debt, 4.25 Percent [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | $ 630 | 641 | |
Interest rate | 4.25% | ||
Frequency of payment | monthly | ||
Installment payment | $ 5,869 | ||
NBT Bank, National Association, Secured Debt, Building, 4.20 Percent [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | 216 | ||
Interest rate | 4.20% | ||
Frequency of payment | monthly | ||
Installment payment | $ 3,293 | ||
NBT Bank, National Association, Secured Debt, 4.15 Percent [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | $ 165 | 174 | |
Interest rate | 4.15% | ||
Frequency of payment | monthly | ||
Installment payment | $ 3,677 | ||
NBT Bank, National Association, Secured Debt, Business Assets, 4.20 Percent [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | $ 363 | 377 | |
Interest rate | 4.20% | ||
Frequency of payment | monthly | ||
Installment payment | $ 5,598 | ||
NBT Bank, National Association, Secured Debt, 4.85 Percent [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | $ 40 | 48 | |
Interest rate | 4.85% | ||
Frequency of payment | monthly | ||
Installment payment | $ 2,932 | ||
Vehicle Loans [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | $ 1,098 | 1,147 | |
Frequency of payment | monthly | ||
Installment payment | $ 34,878 | ||
National Bank of Middlebury, Secured Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | $ 41 | 48 | |
Interest rate | 3.95% | ||
Debt Instrument, Term of Fixed Interest Rate | 5 years | ||
Debt Instrument, Term of Variable Interest Rate | 10 years | ||
Frequency of payment | monthly | ||
Installment payment | $ 2,388 | ||
Loan and Security Agreement [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | 6,046 | ||
Interest rate | 8.00% | 8.00% | |
Unsecured Note Payable in Connection with Payroll Protection Program [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | 2,592 | ||
Interest rate | 1.00% | ||
CSA 5, Secured Debt, Interest Rate 5.5 Percent [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | 119 | ||
Interest rate | 5.50% | ||
Frequency of payment | monthly | ||
Installment payment | $ 2,414 | ||
CSA 17, Secured Debt, Interest Rate 5.5 Percent [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | 133 | ||
Interest rate | 5.50% | ||
Frequency of payment | monthly | ||
Installment payment | $ 2,414 | ||
CSA 36, Secured Debt, Interest Rate 5.5 Percent [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | $ 132 | 137 | |
Interest rate | 5.50% | ||
Frequency of payment | monthly | ||
Installment payment | $ 2,414 | ||
CSA 5, Secured Debt, Interest Rate 11.25 Percent [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | 118 | ||
Interest rate | 11.25% | ||
Frequency of payment | monthly | ||
Interest only payment | $ 1,104 | ||
Half of interest only payment | 552 | ||
Installment payment | 2,485 | ||
Balloon payment | 20,142 | ||
CSA 17, Secured Debt, Interest Rate 11.25 Percent [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | 118 | ||
Interest rate | 11.25% | ||
Frequency of payment | monthly | ||
Interest only payment | $ 1,104 | ||
Half of interest only payment | 552 | ||
Installment payment | 2,485 | ||
Balloon payment | 20,142 | ||
CSA 36, Secured Debt, Interest Rate 11.25 Percent [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | $ 118 | 118 | |
Interest rate | 11.25% | ||
Frequency of payment | monthly | ||
Interest only payment | $ 1,104 | ||
Half of interest only payment | 552 | ||
Installment payment | 2,485 | ||
Balloon payment | 20,142 | ||
Equipment Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | 86 | 94 | |
Easement Liabilities [Member] | |||
Short-Term Debt [Line Items] | |||
Long-term debt | $ 29 | $ 31 |
SUMMARY OF LONG-TERM DEBT (De_2
SUMMARY OF LONG-TERM DEBT (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | |
NBT Bank, National Association, Secured Debt, 4.25 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Frequency of payment | monthly | |
Installment payment | $ 5,869 | |
Interest rate | 4.25% | |
NBT Bank, National Association, Secured Debt, Building, 4.20 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Frequency of payment | monthly | |
Installment payment | $ 3,293 | |
Interest rate | 4.20% | |
NBT Bank, National Association, Secured Debt, 4.15 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Frequency of payment | monthly | |
Installment payment | $ 3,677 | |
Interest rate | 4.15% | |
NBT Bank, National Association, Secured Debt, Business Assets, 4.20 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Frequency of payment | monthly | |
Installment payment | $ 5,598 | |
Interest rate | 4.20% | |
NBT Bank, National Association, Secured Debt, 4.85 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Frequency of payment | monthly | |
Installment payment | $ 2,932 | |
Interest rate | 4.85% | |
Vehicle Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Frequency of payment | monthly | |
Installment payment | $ 34,878 | |
Vehicle Loans [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 0.00% | |
Vehicle Loans [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 10.09% | |
National Bank of Middlebury, Secured Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Frequency of payment | monthly | |
Installment payment | $ 2,388 | |
Interest rate | 3.95% | |
Basis spread on variable rate | 2.75% | |
Floor interest rate | 3.95% | |
Loan and Security Agreement [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Unsecured Note Payable in Connection with Payroll Protection Program [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 1.00% | |
CSA 5, Secured Debt, Interest Rate 5.5 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Frequency of payment | monthly | |
Installment payment | $ 2,414 | |
Interest rate | 5.50% | |
CSA 17, Secured Debt, Interest Rate 5.5 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Frequency of payment | monthly | |
Installment payment | $ 2,414 | |
Interest rate | 5.50% | |
CSA 36, Secured Debt, Interest Rate 5.5 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Frequency of payment | monthly | |
Installment payment | $ 2,414 | |
Interest rate | 5.50% |
SCHEDULE OF MATURITIES OF LONG-
SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Remainder of 2022 | $ 461 | |
2023 | 497 | |
2024 | 449 | |
2025 | 354 | |
2026 | 753 | |
2027 and thereafter | 188 | |
Total | $ 2,702 | $ 12,157 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - Loan and Security Agreement [Member] - USD ($) | 1 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Face amount | $ 10,000,000 | |
Maturity date | Oct. 15, 2022 | |
Interest rate | 8.00% | 8.00% |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | |
Debt Instrument [Line Items] | ||
Line of credit | $ 5,433 | $ 4,468 |
NBT Bank, Working Capital Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 6,000 | |
Line of credit | $ 5,400 | $ 4,500 |
Eligible accounts receivable on which borrowings are based | 80.00% | |
NBT Bank, Working Capital Line of Credit [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Debt service coverage ratio | 1.20 | |
NBT Bank, Working Capital Line of Credit [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Debt service coverage ratio | 1 | |
NBT Bank, Working Capital Line of Credit [Member] | Prime Rate [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.50% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2022 | $ 612 |
2023 | 815 |
2024 | 799 |
2025 | 796 |
2026 | 625 |
Thereafter | 1,256 |
Total future minimum lease payments | $ 4,903 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)ft² | |
Product Liability Contingency [Line Items] | |||
Payments for rent | $ 195 | $ 62 | |
Short Term Rental Agreements [Member] | |||
Product Liability Contingency [Line Items] | |||
Payments for rent | 210 | $ 98 | |
Vehicles and Office Equipment [Member] | |||
Product Liability Contingency [Line Items] | |||
Payments for rent | $ 25 | ||
Ten-Year Lease, 2020 [Member] | Building [Member] | |||
Product Liability Contingency [Line Items] | |||
Operating lease annual increase percentage | 2.00% | ||
Williston [Member] | |||
Product Liability Contingency [Line Items] | |||
Term of operating lease | 10 years | ||
Payments for rent | $ 108 | ||
Williston [Member] | Office Building [Member] | |||
Product Liability Contingency [Line Items] | |||
Area under lease | ft² | 6,250 | ||
Williston [Member] | Warehouse [Member] | |||
Product Liability Contingency [Line Items] | |||
Area under lease | ft² | 6,500 | ||
Waterbury [Member] | |||
Product Liability Contingency [Line Items] | |||
Payments for rent | $ 28 | ||
Operating lease annual increase percentage | 3.00% | ||
Rhinebeck [Member] | |||
Product Liability Contingency [Line Items] | |||
Payments for rent | $ 7 |
SCHEDULE OF WARRANTS (Details)
SCHEDULE OF WARRANTS (Details) - shares | Apr. 12, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Warrants | |||
Beginning balance | 69,144 | 4,163,926 | |
Granted | |||
Exercised | (3,641,018) | ||
Redeemed | 453,764 | (453,764) | |
Ending balance | 0 | 69,144 | 69,144 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | Apr. 12, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||
Warrants redeemed | 453,764 | (453,764) | |||
Number of warrants or rights outstanding | 0 | 69,144 | 69,144 | 4,163,926 | |
Proceeds from exercise of warrants | $ 17,444,000 | ||||
Common Stock [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Warrant exercised | 1,820,509 | ||||
Proceeds from exercise of warrants | $ 20,906,015 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Warrant exercised | 3,641,018 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Jan. 25, 2021 | |
Class of Warrant or Right [Line Items] | |||
Fair value of common stock | $ 19.68 | ||
Private Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Risk-free rate | 2.28% | 0.06% | |
Remaining term in years | 2 years 2 months 19 days | 2 years 5 months 19 days | |
Expected volatility | 151.05% | 152.90% | |
Exercise price | $ 11.50 | $ 11.50 | |
Fair value of common stock | $ 4.10 | $ 5.96 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | 85 | 148 |
Private Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Private Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Private Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | $ 85 | $ 148 |
SCHEDULE OF ROLL FORWARD OF LEV
SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value adjustment – Warrant liability | $ 63 | $ (262) | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Beginning balance | 148 | $ 350 | $ 350 |
Fair value adjustment – Warrant liability | (63) | (202) | |
Ending balance | $ 85 | $ 148 |
SCHEDULE OF UNION ASSESSMENTS (
SCHEDULE OF UNION ASSESSMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Union assessments incurred | $ 576 | $ 536 |
Pension Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Union assessments incurred | 162 | 118 |
Welfare Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Union assessments incurred | 322 | 343 |
National Employees Benefit Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Union assessments incurred | 28 | 34 |
Joint Apprenticeship and Training Committee [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Union assessments incurred | 15 | 20 |
Matching 401(k) Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Union assessments incurred | $ 49 | $ 21 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Current | ||
Federal | ||
State | 1 | |
Total Current | 1 | |
Deferred | ||
Federal | (1,270) | 162 |
State | (406) | 51 |
Change in valuation allowance | 904 | |
Total Deferred | (772) | 213 |
(Benefit) provision from Income Taxes | $ (772) | $ 214 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets (liabilities) | ||
Accruals and reserves | $ 150 | $ 170 |
Tax credits | 514 | 514 |
Stock-based compensation | 29 | |
Net operating loss | 7,131 | 6,182 |
Less valuation allowance | (904) | |
Net deferred tax assets | 6,920 | 6,866 |
Property and equipment | (2,274) | (3,466) |
Intangibles | (4,646) | (3,857) |
Stock-based compensation | (315) | |
Total deferred tax liabilities | (6,920) | (7,638) |
Net deferred tax asset (liabilities) | $ (772) |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) expense at federal statutory rate | $ (773) | $ (609) |
Paycheck Protection Program tax exempt loan forgiveness | (544) | |
Permanent tax differences | 184 | |
Permanent differences for change in fair value of warrants | (13) | |
Non-deductible goodwill and other intangible | 833 | |
Valuation allowance | 904 | |
State and local taxes net of federal benefit | (346) | (194) |
(Benefit) provision from Income Taxes | $ (772) | $ 214 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Uncertain tax positions | $ 0 | $ 0 |
Interest and penalties related to income taxes | $ 0 | 0 |
Time period tax years previously filed remain subject to examination | 3 years | |
Debt current | $ 562,000 | 6,694,000 |
Tax credit carryforwards | 514,000 | |
Valuation allowance | 0 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 27,000,000 | |
Net operating losses subject to expiration | 2,200,000 | |
Net operating losses not subject to expiration | 24,800,000 | |
Payroll Protection Program Loan [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Face amount | 1,487,624 | |
Payroll Protection Program Loan [Member] | Loan One [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Debt current | 2,591,500 | |
Loan forgiven | 2,591,500 | |
Payroll Protection Program Loan [Member] | Loan Two [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Debt current | $ 2,000,000 | |
Loan forgiven | $ 2,000,000 |
SUMMARY OF FINANCIAL INFORMATIO
SUMMARY OF FINANCIAL INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Total assets | $ 99,373 | $ 103,728 |
Total liabilities | 30,776 | 43,870 |
Investment in NCL | ||
Totals | 270 | 270 |
Navigator Casualty, LTD. [Member] | ||
Total assets | 133,377 | |
Total liabilities | 63,743 | |
Comprehensive income | 12,496 | |
Investment in NCL | ||
Capital | 36 | 36 |
Cash security | 194 | 194 |
Investment income in excess of losses (incurred and reserves) | 40 | 40 |
Totals | $ 270 | $ 270 |
CAPTIVE INSURANCE (Details Narr
CAPTIVE INSURANCE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Net Investment Income [Line Items] | ||
Premiums paid | $ 74,000 | $ 248,000 |
Navigator Casualty, LTD. [Member] | ||
Net Investment Income [Line Items] | ||
Capital investment | 36,000 | |
Redeemable preference shares | 35,900 | |
Common shares | 100 | |
Fund A [Member] | Navigator Casualty, LTD. [Member] | ||
Net Investment Income [Line Items] | ||
Loss layer | 100,000 | |
Fund B [Member] | Navigator Casualty, LTD. [Member] | ||
Net Investment Income [Line Items] | ||
Loss layer | $ 300,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2018 | Dec. 31, 2014 | Mar. 31, 2022 | Dec. 31, 2021 | |
Majority Shareholder [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from related party | $ 400 | |||
Majority Shareholder [Member] | Advance for Stock Purchase [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction amount | $ 250,000 | |||
Majority Shareholder [Member] | Loan to Help with Cash Flow Needs [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to stockholders | $ 17 | $ 60 | ||
Investor [Member] | Sale of Building [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to stockholders | 8 | 21 | ||
Stockholders [Member] | Buyout of Minority Stockholder [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to stockholders | $ 9 | $ 39 |
DEFERRED COMPENSATION PLAN (Det
DEFERRED COMPENSATION PLAN (Details Narrative) - Investor [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Minimum commitment for future compensation | $ 155 |
Net present value of future compensation | $ 59 |
Solar management fee | 24.50% |
SCHEDULE OF POTENTIAL SHARE ISS
SCHEDULE OF POTENTIAL SHARE ISSUANCES EXCLUDED FROM COMPUTATION OF EARNINGS (LOSS) PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 1,019,575 | 1,155,495 |
Payroll Protection Program [Member] | Jensyn Acquisition Corp. [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 429,000 | 429,000 |
Warrant [Member] | Jensyn Acquisition Corp. [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 34,572 | 565,025 |
Warrants to Purchase Common Stock from Solar Project Partners, LLC Exchange and Subscription Agreement [Member] | Solar Project Partners, LLC [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | ||
Conversion of Preferred Stock to Common Stock from Green Seed Investors LLC Exchange and Subscription Agreement [Member] | Green Seed Investors, LLC [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | ||
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 205,335 | 161,470 |
Unvested Options To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 350,668 |
SCHEDULE OF SHARE BASED PAYMENT
SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding beginning balance | 201,334 | |
Outstanding per share | $ 1.49 | |
Granted | 375,000 | |
Granted per share | $ 5.04 | |
Exercised | ||
Exercised per share | $ 1.49 | |
Outstanding ending balance | 576,334 | 201,334 |
Outstanding per share | $ 3.80 | |
Exercisable | 225,666 | |
Exercisable per share | $ 3.46 |
RESTRICTED STOCK AND STOCK OP_3
RESTRICTED STOCK AND STOCK OPTIONS (Details Narrative) - USD ($) | Jan. 22, 2022 | Jan. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 17, 2021 | Jan. 25, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Option to purchase Common Stock, from Jensyn's IPO (in shares) | 429,000 | |||||
Share price (in dollars per share) | $ 19.68 | |||||
Proceeds from options exercised | $ 150,000 | |||||
Equity Incentive Plan 2020 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Available shares of common stock | 3,000,000 | |||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares available | 576,334 | 201,334 | ||||
Available shares of common stock | 201,334 | |||||
Period to exercise from date of grant | 5 years | |||||
Exercised | $ 1.49 | |||||
Fair value | $ 1,700,000 | |||||
Volatility | 187.94% | |||||
Term | 2 years | |||||
Risk free rate | 0.13% | |||||
Dividend yield | 0.00% | |||||
Aggregate intrinsic value of options outstanding | $ 500,000 | |||||
Share price (in dollars per share) | $ 4.10 | |||||
Stock-based compensation expense | $ 600,000 | $ 100,000 | ||||
Unrecognized stock-based compensation expense | $ 1,100,000 | |||||
Unrecognized share based compensation, shares | 576,334 | |||||
Exercised | 100,667 | |||||
Proceeds from options exercised | $ 100,000 | |||||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Period for recognition | 3 years | |||||
Non-Qualified Stock Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares available | 375,000 | |||||
Available shares of common stock | 375,000 | |||||
Period to exercise from date of grant | 5 years | |||||
Exercised | $ 5.04 | |||||
Fair value | $ 1,200,000 | |||||
Volatility | 125.96% | |||||
Term | 2 years | |||||
Risk free rate | 0.06% | |||||
Dividend yield | 0.00% | |||||
Restricted Stock [Member] | Officer [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Grant date per share | $ 5.04 | $ 6.15 | ||||
Shares granted | 187,500 | 241,000 | ||||
Stock based compensation expense | $ 500,000 | 100,000 | ||||
Restricted Stock [Member] | Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Shares granted | 62,500 | 80,333 | ||||
Restricted Stock [Member] | Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Shares granted | 62,500 | 80,333 | ||||
Restricted Stock [Member] | Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Shares granted | 62,500 | 80,334 | ||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 100 | $ 0 |
SCHEDULE OF INVESTMENT (Details
SCHEDULE OF INVESTMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Net Investment Income [Line Items] | ||
Investment | $ 12,320 | $ 12,420 |
Green Seed Investors, LLC [Member] | ||
Net Investment Income [Line Items] | ||
Investment | 4,224 | 4,324 |
Solar Project Partners, LLC [Member] | ||
Net Investment Income [Line Items] | ||
Investment | 96 | 96 |
Gemini Electric Mobility Co [Member] | ||
Net Investment Income [Line Items] | ||
Investment | 2,000 | 2,000 |
NAD Grid Corp. [Member] | ||
Net Investment Income [Line Items] | ||
Investment | 1,000 | 1,000 |
Encore Renewables [Member] | ||
Net Investment Income [Line Items] | ||
Investment | $ 5,000 | $ 5,000 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | Nov. 24, 2021 | May 06, 2021 | Mar. 18, 2021 | Apr. 22, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Net appreciation (depreciation) in fair value of investments | $ 0 | ||||||
Minority investments | $ 2,500,000 | ||||||
Investment | $ 12,320,000 | $ 12,420,000 | |||||
Common Stock [Member] | |||||||
Warrant converted to common stock | 117,376 | 117,376 | |||||
Convertible Preferred Stock [Member] | |||||||
Shares issued pursuant to exchange agreement | 200,000 | ||||||
Green Seed Investors, LLC [Member] | |||||||
Number of units subscribed | 500,000 | ||||||
Fair value of investment | $ 5,000,000 | ||||||
Warrants exercise price | $ 15 | ||||||
Investment | $ 4,224,000 | 4,324,000 | |||||
Green Seed Investors, LLC [Member] | Other Current Assets [Member] | |||||||
Dividends receivable | $ 100,000,000 | ||||||
Green Seed Investors, LLC [Member] | Minimum [Member] | |||||||
Number of Units that can be repurchased | 50,000 | ||||||
Green Seed Investors, LLC [Member] | Class B Preferred Membership Units [Member] | |||||||
Number of units subscribed | 500,000 | ||||||
Unit price | $ 10 | $ 10 | |||||
Units that can be repurchased | $ 4,000,000 | ||||||
Green Seed Investors, LLC [Member] | Class B Preferred Membership Units [Member] | Maximum [Member] | |||||||
Return of capital | $ 100,000 | ||||||
Number of Units that can be repurchased | 400,000 | ||||||
Solar Project Partners, LLC [Member] | |||||||
Number of units subscribed | 100,000 | ||||||
Number of shares issued upon exercise of warrants | 275,000 | ||||||
Investment | $ 96,000 | 96,000 | |||||
Gemini Electric Mobility Co [Member] | |||||||
Minority investments | $ 500,000 | $ 1,500,000 | |||||
Investment | 2,000,000 | 2,000,000 | |||||
NAD Grid Corp. [Member] | |||||||
Minority investments | $ 1,000,000 | ||||||
Investment | 1,000,000 | 1,000,000 | |||||
Encore Renewables [Member] | |||||||
Net appreciation (depreciation) in fair value of investments | 0 | ||||||
Minority investments | $ 5,000,000 | ||||||
Investment | $ 5,000,000 | $ 5,000,000 | |||||
Cost method investment, ownership percentage | 9.10% |
STOCK REDEMPTION (Details Narra
STOCK REDEMPTION (Details Narrative) | Jan. 25, 2021USD ($)$ / sharesshares |
Equity [Abstract] | |
Redemption of shares of common stock | shares | 34,190 |
Share price | $ / shares | $ 19.68 |
Term used to average closing prices of common stock | 5 days |
Redemption of shares of common stock | $ | $ 673,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 18, 2022 | May 11, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 25, 2021 |
Subsequent Event [Line Items] | ||||||||
Share price | $ 19.68 | |||||||
Gross proceeds | $ 10,722 | |||||||
Proceeds from sales of common stock | $ 10,400 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price | $ 4.01 | |||||||
Proceeds from sales of common stock | $ 1,240 | |||||||
Subsequent Event [Member] | B Riley Sales Agreement [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price | $ 4.14 | |||||||
Shares issued, shares | 309,038 | |||||||
Gross proceeds | $ 1,280 | |||||||
Subsequent Event [Member] | Equity Incentive Plan 2020 [Member] | Restricted Stock Grant Agreements [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price | $ 5.04 | |||||||
Shares issued, shares | 337,033 | |||||||
Shares vested | 112,343 | 112,345 | 112,345 |