Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
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, $0.0001 par value | |
Trading Symbol | ISUN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,382,080 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 1,296 | $ 2,242 |
Accounts receivable, net of allowance | 9,777 | 14,337 |
Costs and estimated earnings in excess of billings | 3,132 | 4,004 |
Inventory | 5,458 | 2,480 |
Other current assets | 1,312 | 1,071 |
Total current assets | 20,975 | 24,134 |
Other Assets: | ||
Property and equipment, net of accumulated depreciation | 9,084 | 11,042 |
Captive insurance investment | 270 | 270 |
Goodwill | 36,907 | 36,907 |
Intangible assets, net | 16,447 | 18,907 |
Investments | 12,220 | 12,420 |
Other assets | 48 | 48 |
Total other assets | 74,976 | 79,594 |
Total assets | 95,951 | 103,728 |
Current Liabilities: | ||
Accounts payable | 9,644 | 13,188 |
Accrued expenses | 7,325 | 7,628 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 3,464 | 2,389 |
Line of credit | 4,754 | 4,468 |
Current portion of deferred compensation | 31 | 31 |
Current portion of long-term debt | 571 | 6,694 |
Total current liabilities | 25,789 | 34,398 |
Long-term liabilities: | ||
Deferred compensation, net of current portion | 14 | 28 |
Deferred tax liability | 772 | |
Warrant liability | 57 | 148 |
Other liabilities | 2,303 | 3,375 |
Long-term debt, net of current portion | 2,157 | 5,149 |
Total liabilities | 30,320 | 43,870 |
Commitments and Contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock – 0.0001 par value 49,000,000 shares authorized, 14,382,080 and 11,825,878 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 1 | 1 |
Additional paid-in capital | 75,222 | 60,863 |
Accumulated deficit | (9,592) | (1,006) |
Total Stockholders’ equity | 65,631 | 59,858 |
Total liabilities and stockholders’ equity | $ 95,951 | $ 103,728 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 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 | 14,382,080 | 11,825,878 |
Common stock, shares outstanding | 14,382,080 | 11,825,878 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Earned revenue | $ 16,476 | $ 4,353 | $ 31,563 | $ 11,614 |
Cost of earned revenue | 12,723 | 4,988 | 24,640 | 12,130 |
Gross profit | 3,753 | (635) | 6,923 | (516) |
Warehousing and other operating expenses | 1,017 | 80 | 1,367 | 127 |
General and administrative expenses | 5,982 | 1,655 | 11,509 | 3,120 |
Stock based compensation – general and administrative | 591 | 265 | 1,835 | 1,336 |
Depreciation and amortization | 1,778 | 169 | 3,530 | 305 |
Total operating expenses | 9,368 | 2,169 | 18,241 | 4,888 |
Operating loss | (5,615) | (2,804) | (11,318) | (5,404) |
Other income (expenses) | ||||
Gain on forgiveness of PPP Loan | 2,592 | |||
Change in fair value of the warrant liability | 28 | 1,079 | 91 | 818 |
Interest expense, net | (87) | (50) | (716) | (88) |
Loss before income taxes | (5,674) | (1,775) | (9,351) | (4,674) |
(Benefit) provision for income taxes | 7 | (451) | (765) | (236) |
Net loss | (5,681) | (1,324) | (8,586) | (4,438) |
Preferred shareholders’ dividend | (70) | |||
Net loss available to shares of common stockholders | $ (5,681) | $ (1,324) | $ (8,586) | $ (4,508) |
Net loss per share of Common Stock - Basic and diluted | $ (0.40) | $ (0.15) | $ (0.64) | $ (0.53) |
Weighted average shares of Common Stock - Basic and diluted | 14,070,117 | 9,058,483 | 13,364,352 | 8,382,930 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, value at Dec. 31, 2020 | $ 1,000 | $ 1,000 | $ 2,577,000 | $ 5,304,000 | $ 7,883,000 |
Balance, shares at Dec. 31, 2020 | 200,000 | 5,313,268 | |||
Issuance under equity incentive plan | 1,071 | 1,071 | |||
Issuance under equity incentive plan, shares | 126,083 | ||||
Net loss | (3,113,000) | (3,113,000) | |||
Registered Direct Offering | 9,585 | 9,585 | |||
Registered Direct Offering, shares | 840,000 | ||||
Acquisition of iSun Energy, LLC | 2,922 | 2,922 | |||
Acquisition of iSun Energy, LLC, shares | 300,000 | ||||
Exercise of Unit Purchase Option | |||||
Exercise of Unit Purchase Option, shares | 133,684 | ||||
Redemption of common stock | (673) | (673) | |||
Redemption of common stock, shares | (34,190) | ||||
Conversion of preferred shares | $ (1) | (1) | |||
Conversion of preferred shares, shares | (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, shares | 117,376 | ||||
Exercise of options | 150 | 150 | |||
Exercise of options, shares | 100,667 | ||||
Exercise of Warrants | 17,444 | 17,444 | |||
Exercise of warrants, shares | 1,516,938 | ||||
Balance, value at Mar. 31, 2021 | $ 1,000 | 33,076,000 | 2,121,000 | 35,198,000 | |
Balance, shares at Mar. 31, 2021 | 8,784,196 | ||||
Balance, value at Dec. 31, 2020 | $ 1,000 | $ 1,000 | 2,577,000 | 5,304,000 | 7,883,000 |
Balance, shares at Dec. 31, 2020 | 200,000 | 5,313,268 | |||
Net loss | (4,438,000) | ||||
Balance, value at Jun. 30, 2021 | $ 1,000 | 36,803,000 | 797,000 | 37,601,000 | |
Balance, shares at Jun. 30, 2021 | 9,087,767 | ||||
Balance, value at Mar. 31, 2021 | $ 1,000 | 33,076,000 | 2,121,000 | 35,198,000 | |
Balance, shares at Mar. 31, 2021 | 8,784,196 | ||||
Net loss | (1,324,000) | (1,324,000) | |||
Exercise of Warrants | 3,462 | 3,462 | |||
Exercise of warrants, shares | 303,571 | ||||
Stock based compensation | 265,000 | 265,000 | |||
Balance, value at Jun. 30, 2021 | $ 1,000 | 36,803,000 | 797,000 | 37,601,000 | |
Balance, shares at Jun. 30, 2021 | 9,087,767 | ||||
Balance, value at Dec. 31, 2021 | $ 1,000 | 60,863,000 | (1,006,000) | 59,858,000 | |
Balance, shares at Dec. 31, 2021 | 11,825,878 | ||||
Issuance under equity incentive plan | 1,244 | 1,244 | |||
Issuance under equity incentive plan, shares | 164,067 | ||||
Sale of common stock pursuant to S-3 registration statement | 10,400,000 | 10,400,000 | |||
Sale of common stock pursuant to S-3 registration statement, shares | 1,749,209 | ||||
Net loss | (2,905,000) | (2,905,000) | |||
Balance, value at Mar. 31, 2022 | $ 1,000 | 72,507,000 | (3,911,000) | 68,597,000 | |
Balance, shares at Mar. 31, 2022 | 13,739,154 | ||||
Balance, value at Dec. 31, 2021 | $ 1,000 | 60,863,000 | (1,006,000) | 59,858,000 | |
Balance, shares at Dec. 31, 2021 | 11,825,878 | ||||
Net loss | (8,586,000) | ||||
Balance, value at Jun. 30, 2022 | $ 1,000 | 75,222,000 | (9,592,000) | 65,631,000 | |
Balance, shares at Jun. 30, 2022 | 14,382,080 | ||||
Balance, value at Mar. 31, 2022 | $ 1,000 | 72,507,000 | (3,911,000) | 68,597,000 | |
Balance, shares at Mar. 31, 2022 | 13,739,154 | ||||
Issuance under equity incentive plan | 1,476 | 1,476 | |||
Issuance under equity incentive plan, shares | 333,888 | ||||
Sale of common stock pursuant to S-3 registration statement | 1,239,000 | 1,239,000 | |||
Sale of common stock pursuant to S-3 registration statement, shares | 309,038 | ||||
Net loss | (5,681,000) | (5,681,000) | |||
Balance, value at Jun. 30, 2022 | $ 1,000 | $ 75,222,000 | $ (9,592,000) | $ 65,631,000 | |
Balance, shares at Jun. 30, 2022 | 14,382,080 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (8,586) | $ (4,438) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation | 1,121 | 305 |
Amortization expense | 2,409 | |
Gain on forgiveness of PPP loan | (2,592) | |
Change in fair value of warrant liability | (91) | (818) |
Stock based compensation | 2,720 | 1,336 |
Deferred finance charge amortization | 2 | |
Deferred taxes | (772) | (238) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,560 | 2,158 |
Other current assets | (241) | 22 |
Costs and estimated earnings in excess of billings | 872 | (1,257) |
Inventory | (2,978) | (1,535) |
Accounts payable | (3,544) | (1,753) |
Accrued expenses | (303) | (90) |
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,075 | (566) |
Other liabilities | (1,102) | |
Deferred compensation | (14) | (16) |
Net cash used in operating activities | (7,466) | (6,888) |
Cash flows from investing activities: | ||
Purchase of solar arrays and equipment | (359) | (331) |
Proceeds from sale of fixed assets | 1,247 | |
Acquisition of Oakwood Construction Services, LLC | (1,000) | |
Acquisition of iSun Energy, LLC | (85) | |
Dividend receivable | 200 | 100 |
Minority investments | (3,000) | |
Investment in captive insurance | (35) | |
Net cash provided by (used in) investing activities | 1,088 | (4,351) |
Cash flows from financing activities: | ||
Proceeds from line of credit | 16,227 | 16,643 |
Payments to line of credit | (15,941) | (15,607) |
Equity incentive program | 150 | |
Proceeds from long-term debt | 230 | |
Payments of long-term debt | (6,723) | (218) |
Due to stockholders | (24) | |
Proceeds from warrant exercise | 20,906 | |
Redemption of shares | (673) | |
Proceeds from sales of common stock, gross proceeds of $12,000 less issuance cost of $361 | 11,639 | |
Registered direct offering | 9,585 | |
Net cash provided by financing activities | 5,432 | 30,762 |
Net (decrease) increase in cash | (946) | 19,523 |
Cash, beginning of period | 2,242 | 699 |
Cash, end of period | 1,296 | 20,222 |
Supplemental disclosure of cash flow information | ||
Interest | 716 | 88 |
Income taxes | 7 | |
Supplemental schedule of non-cash investing and financing activities | ||
Preferred dividends satisfied with distribution from investment | 70 | |
Shares of Common Stock issued for acquisition of iSun Energy LLC | $ 2,922 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Statement of Cash Flows [Abstract] | |
Gross proceeds | $ 12,000 |
Issuance costs | $ 361 |
SUMMARY OF OPERATIONS AND SIGNI
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 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. 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 six months ended June 30, 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 June 30, 2022 and December 31, 2021, the Company had $0 in pre-contract costs classified as a current asset under contract assets on its Consolidated Balance Sheet. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on construction contracts are typically due within 30 to 45 days of billing, depending on the contract. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. For sales of solar power systems in which the Company sells a controlling interest in the project to a customer, revenue is recognized for the consideration received when control of the underlying project is transferred to the customer. Revenue may also be recognized for the sale of a solar power system after it has been completed due to the timing of when a sales contract has been entered into with the customer. Energy Generation Revenue from net metering credits is recorded as electricity is generated from the solar arrays and billed to customers (PPA off-taker) at the price rate stated in the applicable power purchase agreement (PPA). Operation and Maintenance and Other Miscellaneous Services Revenue for time and materials contracts is recognized as the service is provided. 2) Disaggregation of Revenue from Contracts with Customers The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations for the three and six months ended June 30, 2022 and June 30, 2021: (In thousands) SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Performance obligations satisfied over time Solar $ 14,867 $ 3,516 $ 28,475 $ 9,609 Electric 1,249 605 2,516 1,494 Data and Network 360 232 572 511 Totals $ 16,476 $ 4,353 $ 31,563 $ 11,614 The following table disaggregates the Company’s revenue based on operational division for the three and six months ended June 30, 2022 and June 30, 2021: (In thousands) SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Operations Residential $ 9,949 $ - $ 16,346 $ - Commercial and Industrial 5,992 4,103 13,153 11,364 Utility 535 250 2,064 250 Totals $ 16,476 $ 4,353 $ 31,563 $ 11,614 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 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 June 30, 2022, the uninsured balances were approximately $ 571,000 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): 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. 2,591,500 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 June 30, 2022 and 2021, there are no material contingent liabilities arising from pending litigation. n) Reclassification Certain reclassifications have been made to prior year’s financial statement to conform to classifications used in the current year. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITIONS | 2. BUSINESS ACQUISITIONS Business Combination- SunCommon 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 begin reporting in segments for the interim and annual reporting periods subsequent to December 31, 2022 as we do not currently allocate labor amongst the operating divisions. The purchase price for SolarCommunities, Inc. consisted of approximately $ 48,300,000 Preliminary 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 except shares and per share): $ 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 third quarter of 2022 until all post-closing assessments and adjustments are finalized. Business Combination- JSI 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 except for share and per share): $ 250 Fair value of iSun’s shares of Common Stock issued ( 29,749 8.4035 $ 250 Cash paid 1,195 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 (in thousands) SCHEDULE OF PRO FORMA INFORMATION Three Months Ended Six Months Ended Revenue, net $ 13,943 $ 28,372 Net Income (Loss) 1,031 (542 ) Weighted average shares of common stock outstanding, basic and diluted 10,223,594 10,899,147 Net Loss per share, basic and diluted $ 0.10 $ (0.05 ) |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 6 Months Ended |
Jun. 30, 2022 | |
Liquidity And Financial Condition | |
LIQUIDITY AND FINANCIAL CONDITION | 3. LIQUIDITY AND FINANCIAL CONDITION In the six months ended June 30, 2022, the Company experienced a net operating loss and negative cash flow from operations. At June 30, 2022, the Company had cash on hand of approximately $ 1.3 4.8 7.5 To date, the Company has relied predominantly on operating cash flow, borrowings from its credit facilities, and 30.7 three five months 11.4 six eight months 105.8 993 As of June 30, 2022, the Company had approximately $ 20.3 The Company believes its current cash on hand, potential |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | 4. ACCOUNTS RECEIVABLE Accounts receivable consist of: (In thousands) SCHEDULE OF ACCOUNTS RECEIVABLE June 30, 2022 December 31, 2021 Accounts receivable - contracts in progress $ 9,073 $ 13,886 Accounts receivable - retainage 788 535 Accounts receivable 9,861 14,421 Allowance for doubtful accounts (84 ) (84 ) Total $ 9,777 $ 14,337 Bad debt expense was immaterial for the three and six months ended June 30, 2022 and 2021, respectively. Contract assets represent revenue recognized in excess of amounts billed, unbilled receivables, and retainage. Unbilled receivables represent an unconditional right to payment subject only to the passage of time, which are reclassified to accounts receivable when they are billed under the terms of the contract. Contract assets were as follows at June 30, 2022 and 2021: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (In thousands) June 30, 2022 December 31, 2021 Costs in excess of billings $ 1,514 $ 3,452 Unbilled receivables, included in costs in excess of billings 1,618 552 Costs and estimated earnings in excess of billings 3,132 4,004 Retainage – open contracts - - Total $ 3,132 $ 4,004 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 June 30, 2022 will be billed and collected within one year. Contract liabilities were as follows at June 30, 2022 and December 31, 2021: (In thousands) June 30, 2022 December 31, 2021 Billings in excess of costs $ 3,464 $ 2,389 |
CONTRACTS IN PROGRESS
CONTRACTS IN PROGRESS | 6 Months Ended |
Jun. 30, 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) June 30, 2022 December 31, 2021 Expenditures to date on uncompleted contracts $ 16,427 $ 13,716 Estimated earnings thereon 2,225 2,783 Contract costs 18,652 16,499 Less billings to date (20,603 ) (15,436 ) Contract costs, net of billings (1,951 ) 1,063 Plus under billings remaining on contracts 100% complete 1,619 552 Total $ (332 ) $ 1,615 Included in accompany balance sheets under the following captions: (In thousands) June 30, 2022 December 31, 2021 Cost and estimated earnings in excess of billings $ 3,132 $ 4,004 Billings in excess of costs and estimated earnings on uncompleted contracts (3,464 ) (2,389 ) Total $ (332 ) $ 1,615 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 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 $ 620 $ 641 (In thousands) June 30, 2022 December 31, 2021 NBT Bank, National Association, 4.25 monthly 5,869 $ 620 $ 641 NBT Bank, National Association, 4.20 monthly 3,293 - 216 NBT Bank, National Association, 4.15 monthly 3,677 156 174 NBT Bank, National Association, 4.20 monthly 5,598 351 377 NBT Bank, National Association, 4.85 monthly 2,932 31 48 Various vehicle loans, interest ranging from 0 10.09 monthly 37,000 1,228 1,147 National Bank of Middlebury, 3.95 5 10 2.75 3.95 monthly 2,388 34 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 June 30, 2022 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 5.5 126 137 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 20,142 11.25 118 118 Equipment loans 76 94 Easement liabilities - 31 2,740 12,157 Less current portion (571 ) (6,694 ) 2,169 5,463 Less unamortized debt issuance costs (12 ) (314 ) Long-term debt $ 2,157 $ 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 $ 294 2023 538 2024 482 2025 395 2026 793 2027 and thereafter 238 Total $ 2,740 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 were used for acquisition finance, general corporate purposes and working capital. The Loan Agreement provided for a $ 10,000,000 October 15, 2022 8.0 |
LINE OF CREDIT
LINE OF CREDIT | 6 Months Ended |
Jun. 30, 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 4.75 4.8 4.5 80 1.20 1.00 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Leases (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 $ 180 49 375 111 The Company leases vehicles and office equipment under various agreements expiring through June 2026. As of June 30, 2021, aggregate monthly payments required under these leases approximates $ 12 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 $ 109 99 319 196 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 $ 399 2023 804 2024 812 2025 800 2026 718 2027 452 Thereafter 1,016 Total future minimum lease payments $ 5,001 Litigation 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 of time to plead to Plaintiffs’ Amended Complaint until April 29, 2022. On April 29, 2022, the Company filed its Answer and Counterclaims. Plaintiffs filed their Answer to the Company’s Counterclaims on May 31, 2022. The Court granted the parties’ Stipulated Discovery Schedule on June 8, 2022, setting forth discovery and other deadlines, and a Trial Readiness date of March 1, 2023. In accordance with the Stipulated Discovery Schedule, the parties served their respective Initial Disclosures on June 7, 2022, Plaintiffs served their 1 st st st st |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 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 June 30, 2021, the Company received notification that 3,641,018 1,820,509 20,906,015 SCHEDULE OF WARRANTS June 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2022 Mark-to-Market Measurement at December 31, 2021 Risk-free rate 2.98 % 0.06 % Remaining term in years 1.98 2.47 Expected volatility 148.92 % 152.90 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 3.25 $ 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 June 30, 2022 Total Level 1 Level 2 Level 3 Liabilities: Private Warrants 57 - - 57 Fair Value Measurement as of December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: 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 June 30, 2022 December 31, 2021 Beginning balance $ 148 $ 350 Fair value adjustment – Warrant liability (91 ) (202 ) Ending balance $ 57 $ 148 |
UNION ASSESSMENTS
UNION ASSESSMENTS | 6 Months Ended |
Jun. 30, 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, 2025. During the three and six months ended June 30, 2022 and 2021, the Company incurred the following union assessments. SCHEDULE OF UNION ASSESSMENTS 2022 2021 2022 2021 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Pension fund $ 83 $ 69 $ 245 $ 187 Welfare fund 331 230 653 574 National employees benefit fund 26 19 54 53 Joint apprenticeship and training committee 11 4 26 16 401(k) matching 43 34 92 55 Total $ 494 $ 356 $ 1,070 $ 885 |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | 12. PROVISION FOR INCOME TAXES The provision for income taxes for June 30, 2022 and 2021 consists of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 2022 2021 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Current Federal $ - $ - $ - $ - State 7 1 7 2 Total Current 7 1 7 2 Deferred Federal (1,251 ) (342 ) (2,520 ) (180 ) State (400 ) (110 ) (807 ) (58 ) Change in valuation allowance 1,651 - 2,555 - Total Deferred - (452 ) (772 ) (238 ) Benefit from Income Taxes $ 7 $ (451 ) $ (765 ) $ (236 ) The Company’s total deferred tax assets and liabilities at June 30, 2022 and December 31, 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (In thousands) June 30, 2022 December 31, 2021 Deferred tax assets (liabilities) Accruals and reserves $ 155 $ 170 Tax credits 514 514 Stock-based compensation 193 - Net operating loss 8,075 6,182 Less valuation allowance (2,555 ) - Total deferred tax assets 6,382 6,866 Property and equipment (2,070 ) (3,466 ) Intangibles (4,312 ) (3,857 ) Stock-based compensation - (315 ) Total deferred tax liabilities (6,382 ) (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 none 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 2022 2021 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Income tax (benefit) expense at federal rate $ (1,193 ) $ (278 ) $ (1,803 ) $ (946 ) State and local taxes net of federal benefit (445 ) (124 ) (795 ) (354 ) Paycheck Protection Program tax exempt loan forgiveness - - (544 ) - Permanent tax differences - (94 ) (149 ) 4 Permanent tax differences for change in fair value of warrants (6 ) 45 (19 ) 227 Non-deductible goodwill and other intangible - - - 833 Valuation allowance 1,651 - 2,555 - Total $ 7 $ (451 ) $ (765 ) $ (236 ) 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 | 6 Months Ended |
Jun. 30, 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 six 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) June 30, 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 | 6 Months Ended |
Jun. 30, 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 0 21 In May 2018, stockholders of the Company bought out a minority stockholder of Peck Electric Co. The Company advanced $ 250,000 0 39 In 2019, the Company’s majority stockholders lent proceeds to the Company to help with cash flow needs. At June 30, 2022 and December 31, 2021, the amounts owed of $ 0 60 |
DEFERRED COMPENSATION PLAN
DEFERRED COMPENSATION PLAN | 6 Months Ended |
Jun. 30, 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 45 24.5 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 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 2022 2021 2022 2021 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 429,000 429,000 Private warrants to purchase Common Stock, from Jensyn’s IPO 34,572 34,572 34,572 34,572 Unvested restricted stock awards 205,335 160,667 205,335 160,667 Unvested options to purchase Common Stock 350,668 201,334 350,668 201,334 Totals 1,019,575 825,573 1,019,575 825,573 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 | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
RESTRICTED STOCK AND STOCK OPTIONS | 17. RESTRICTED STOCK AND STOCK OPTIONS Options As of June 30, 2022, the Company has 201,334 201,334 five years 1.49 1.7 187.94 2 0.13 0 As of June 30, 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 Six Months Ended June 30, 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 June 30, 2022 576,334 $ 3.80 Exercisable at June 30, 2022 225,666 $ 3.46 The above table does not include the 429,000 Aggregate intrinsic value of options outstanding at June 30, 2022 was $ 0.4 3.25 During the three months ended June 30, 2022 and 2021, the Company charged a total of $ 0.3 0.1 and 2021, the Company charged a total of $ 0.9 0.6 As of June 30, 2022, the Company had $ 0.9 576,334 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 June 30, 2022 and 2021, stock-based compensation expense of $ 0.3 0.1 0.8 0.7 Stock-based compensation, excluding the January 2022 and 2021 RSGA, related to employee and director options totaled $ 0.0 0.1 0.1 0.5 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 | 6 Months Ended |
Jun. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | 18. INVESTMENTS Investments consist of: (In thousands) SCHEDULE OF INVESTMENT June 30, 2022 December 31, 2021 GreenSeed Investors, LLC $ 4,124 $ 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 $ 12,220 $ 12,420 GreenSeed Investors, LLC and Solar Project Partners, LLC For the three months ended June 30, 2022, the Company received a return of capital from GSI in the amount of $ 100,000 100,000 200,000 200,000 |
STOCK REDEMPTION
STOCK REDEMPTION | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCK REDEMPTION | 19. STOCK REDEMPTION On January 25, 2021, the Company purchased 34,190 shares of Common Stock from certain executives at $ 19.68 five 673,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF OPERATIONS AND SIG_2
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 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. 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 six months ended June 30, 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 June 30, 2022 and December 31, 2021, the Company had $0 in pre-contract costs classified as a current asset under contract assets on its Consolidated Balance Sheet. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on construction contracts are typically due within 30 to 45 days of billing, depending on the contract. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. For sales of solar power systems in which the Company sells a controlling interest in the project to a customer, revenue is recognized for the consideration received when control of the underlying project is transferred to the customer. Revenue may also be recognized for the sale of a solar power system after it has been completed due to the timing of when a sales contract has been entered into with the customer. Energy Generation Revenue from net metering credits is recorded as electricity is generated from the solar arrays and billed to customers (PPA off-taker) at the price rate stated in the applicable power purchase agreement (PPA). Operation and Maintenance and Other Miscellaneous Services Revenue for time and materials contracts is recognized as the service is provided. 2) Disaggregation of Revenue from Contracts with Customers The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations for the three and six months ended June 30, 2022 and June 30, 2021: (In thousands) SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Performance obligations satisfied over time Solar $ 14,867 $ 3,516 $ 28,475 $ 9,609 Electric 1,249 605 2,516 1,494 Data and Network 360 232 572 511 Totals $ 16,476 $ 4,353 $ 31,563 $ 11,614 The following table disaggregates the Company’s revenue based on operational division for the three and six months ended June 30, 2022 and June 30, 2021: (In thousands) SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Operations Residential $ 9,949 $ - $ 16,346 $ - Commercial and Industrial 5,992 4,103 13,153 11,364 Utility 535 250 2,064 250 Totals $ 16,476 $ 4,353 $ 31,563 $ 11,614 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 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 June 30, 2022, the uninsured balances were approximately $ 571,000 |
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): 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. 2,591,500 |
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 June 30, 2022 and 2021, there are no material contingent liabilities arising from pending litigation. |
Reclassification | n) Reclassification Certain reclassifications have been made to prior year’s financial statement to conform to classifications used in the current year. |
SUMMARY OF OPERATIONS AND SIG_3
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2022 and June 30, 2021: (In thousands) SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Performance obligations satisfied over time Solar $ 14,867 $ 3,516 $ 28,475 $ 9,609 Electric 1,249 605 2,516 1,494 Data and Network 360 232 572 511 Totals $ 16,476 $ 4,353 $ 31,563 $ 11,614 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Acquisition [Line Items] | |
SCHEDULE OF PRO FORMA INFORMATION | SCHEDULE OF PRO FORMA INFORMATION Three Months Ended Six Months Ended Revenue, net $ 13,943 $ 28,372 Net Income (Loss) 1,031 (542 ) Weighted average shares of common stock outstanding, basic and diluted 10,223,594 10,899,147 Net Loss per share, basic and diluted $ 0.10 $ (0.05 ) |
Solar Communities, Inc. [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF BUSINESS ACQUISITIONS | SCHEDULE OF BUSINESS ACQUISITIONS Purchase price (in thousands except shares and per share): $ 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 except for share and per share): $ 250 Fair value of iSun’s shares of Common Stock issued ( 29,749 8.4035 $ 250 Cash paid 1,195 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) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | Accounts receivable consist of: (In thousands) SCHEDULE OF ACCOUNTS RECEIVABLE June 30, 2022 December 31, 2021 Accounts receivable - contracts in progress $ 9,073 $ 13,886 Accounts receivable - retainage 788 535 Accounts receivable 9,861 14,421 Allowance for doubtful accounts (84 ) (84 ) Total $ 9,777 $ 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 June 30, 2022 and 2021: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (In thousands) June 30, 2022 December 31, 2021 Costs in excess of billings $ 1,514 $ 3,452 Unbilled receivables, included in costs in excess of billings 1,618 552 Costs and estimated earnings in excess of billings 3,132 4,004 Retainage – open contracts - - Total $ 3,132 $ 4,004 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 June 30, 2022 will be billed and collected within one year. Contract liabilities were as follows at June 30, 2022 and December 31, 2021: (In thousands) June 30, 2022 December 31, 2021 Billings in excess of costs $ 3,464 $ 2,389 |
CONTRACTS IN PROGRESS (Tables)
CONTRACTS IN PROGRESS (Tables) | 6 Months Ended |
Jun. 30, 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) June 30, 2022 December 31, 2021 Expenditures to date on uncompleted contracts $ 16,427 $ 13,716 Estimated earnings thereon 2,225 2,783 Contract costs 18,652 16,499 Less billings to date (20,603 ) (15,436 ) Contract costs, net of billings (1,951 ) 1,063 Plus under billings remaining on contracts 100% complete 1,619 552 Total $ (332 ) $ 1,615 Included in accompany balance sheets under the following captions: (In thousands) June 30, 2022 December 31, 2021 Cost and estimated earnings in excess of billings $ 3,132 $ 4,004 Billings in excess of costs and estimated earnings on uncompleted contracts (3,464 ) (2,389 ) Total $ (332 ) $ 1,615 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SUMMARY OF LONG-TERM DEBT | A summary of long-term debt is as follows: SUMMARY OF LONG-TERM DEBT $ 620 $ 641 (In thousands) June 30, 2022 December 31, 2021 NBT Bank, National Association, 4.25 monthly 5,869 $ 620 $ 641 NBT Bank, National Association, 4.20 monthly 3,293 - 216 NBT Bank, National Association, 4.15 monthly 3,677 156 174 NBT Bank, National Association, 4.20 monthly 5,598 351 377 NBT Bank, National Association, 4.85 monthly 2,932 31 48 Various vehicle loans, interest ranging from 0 10.09 monthly 37,000 1,228 1,147 National Bank of Middlebury, 3.95 5 10 2.75 3.95 monthly 2,388 34 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 June 30, 2022 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 5.5 126 137 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 20,142 11.25 118 118 Equipment loans 76 94 Easement liabilities - 31 2,740 12,157 Less current portion (571 ) (6,694 ) 2,169 5,463 Less unamortized debt issuance costs (12 ) (314 ) Long-term debt $ 2,157 $ 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 $ 294 2023 538 2024 482 2025 395 2026 793 2027 and thereafter 238 Total $ 2,740 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 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 $ 399 2023 804 2024 812 2025 800 2026 718 2027 452 Thereafter 1,016 Total future minimum lease payments $ 5,001 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
SCHEDULE OF WARRANTS | SCHEDULE OF WARRANTS June 30, 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) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS | SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS Input Mark-to-Market Measurement at June 30, 2022 Mark-to-Market Measurement at December 31, 2021 Risk-free rate 2.98 % 0.06 % Remaining term in years 1.98 2.47 Expected volatility 148.92 % 152.90 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 3.25 $ 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 June 30, 2022 Total Level 1 Level 2 Level 3 Liabilities: Private Warrants 57 - - 57 Fair Value Measurement as of December 31, 2021 Total Level 1 Level 2 Level 3 Liabilities: 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 June 30, 2022 December 31, 2021 Beginning balance $ 148 $ 350 Fair value adjustment – Warrant liability (91 ) (202 ) Ending balance $ 57 $ 148 |
UNION ASSESSMENTS (Tables)
UNION ASSESSMENTS (Tables) | 6 Months Ended |
Jun. 30, 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, 2025. During the three and six months ended June 30, 2022 and 2021, the Company incurred the following union assessments. SCHEDULE OF UNION ASSESSMENTS 2022 2021 2022 2021 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Pension fund $ 83 $ 69 $ 245 $ 187 Welfare fund 331 230 653 574 National employees benefit fund 26 19 54 53 Joint apprenticeship and training committee 11 4 26 16 401(k) matching 43 34 92 55 Total $ 494 $ 356 $ 1,070 $ 885 |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) | The provision for income taxes for June 30, 2022 and 2021 consists of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 2022 2021 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Current Federal $ - $ - $ - $ - State 7 1 7 2 Total Current 7 1 7 2 Deferred Federal (1,251 ) (342 ) (2,520 ) (180 ) State (400 ) (110 ) (807 ) (58 ) Change in valuation allowance 1,651 - 2,555 - Total Deferred - (452 ) (772 ) (238 ) Benefit from Income Taxes $ 7 $ (451 ) $ (765 ) $ (236 ) |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The Company’s total deferred tax assets and liabilities at June 30, 2022 and December 31, 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (In thousands) June 30, 2022 December 31, 2021 Deferred tax assets (liabilities) Accruals and reserves $ 155 $ 170 Tax credits 514 514 Stock-based compensation 193 - Net operating loss 8,075 6,182 Less valuation allowance (2,555 ) - Total deferred tax assets 6,382 6,866 Property and equipment (2,070 ) (3,466 ) Intangibles (4,312 ) (3,857 ) Stock-based compensation - (315 ) Total deferred tax liabilities (6,382 ) (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 2022 2021 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Income tax (benefit) expense at federal rate $ (1,193 ) $ (278 ) $ (1,803 ) $ (946 ) State and local taxes net of federal benefit (445 ) (124 ) (795 ) (354 ) Paycheck Protection Program tax exempt loan forgiveness - - (544 ) - Permanent tax differences - (94 ) (149 ) 4 Permanent tax differences for change in fair value of warrants (6 ) 45 (19 ) 227 Non-deductible goodwill and other intangible - - - 833 Valuation allowance 1,651 - 2,555 - Total $ 7 $ (451 ) $ (765 ) $ (236 ) |
CAPTIVE INSURANCE (Tables)
CAPTIVE INSURANCE (Tables) | 6 Months Ended |
Jun. 30, 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) June 30, 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) | 6 Months Ended |
Jun. 30, 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 2022 2021 2022 2021 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 429,000 429,000 Private warrants to purchase Common Stock, from Jensyn’s IPO 34,572 34,572 34,572 34,572 Unvested restricted stock awards 205,335 160,667 205,335 160,667 Unvested options to purchase Common Stock 350,668 201,334 350,668 201,334 Totals 1,019,575 825,573 1,019,575 825,573 |
RESTRICTED STOCK AND STOCK OP_2
RESTRICTED STOCK AND STOCK OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY | SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY Six Months Ended June 30, 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 June 30, 2022 576,334 $ 3.80 Exercisable at June 30, 2022 225,666 $ 3.46 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF INVESTMENT | Investments consist of: (In thousands) SCHEDULE OF INVESTMENT June 30, 2022 December 31, 2021 GreenSeed Investors, LLC $ 4,124 $ 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 $ 12,220 $ 12,420 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Totals | $ 16,476 | $ 4,353 | $ 31,563 | $ 11,614 |
Solar Operations [Member] | ||||
Totals | 14,867 | 3,516 | 28,475 | 9,609 |
Electric Operations [Member] | ||||
Totals | 1,249 | 605 | 2,516 | 1,494 |
Data And Network Operations [Member] | ||||
Totals | $ 360 | $ 232 | $ 572 | $ 511 |
SCHEDULE OF REVENUE BASED OPERA
SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Totals | $ 16,476 | $ 4,353 | $ 31,563 | $ 11,614 |
Operations [Member] | ||||
Totals | 16,476 | 4,353 | 31,563 | 11,614 |
Residential [Member] | Operations [Member] | ||||
Totals | 9,949 | 16,346 | ||
Commercial and Industrial [Member] | Operations [Member] | ||||
Totals | 5,992 | 4,103 | 13,153 | 11,364 |
Utility [Member] | Operations [Member] | ||||
Totals | $ 535 | $ 250 | $ 2,064 | $ 250 |
SUMMARY OF OPERATIONS AND SIG_4
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Allowance for doubtful accounts | $ 84,000 | $ 84,000 | $ 84,000 | ||
Uninsured cash balances | 571,000 | 571,000 | |||
Gain on forgiveness of PPP loan | 2,592,000 | ||||
Inventory allowance | $ 0 | $ 0 | $ 0 | ||
Number of reportable segments | Segment | 1 | ||||
PPP [Member] | |||||
Gain on forgiveness of PPP loan | $ 2,591,500 | ||||
Maximum [Member] | |||||
Workmanship warranties period | 5 years |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITIONS (Details) - USD ($) | Nov. 18, 2021 | Sep. 08, 2021 | Jun. 30, 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 | |||
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, shares | 1,810,955 | |
Business acquisition, share price | $ 8.816 | |
Liberty Electric, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Shares issued, 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 ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Revenue, net | $ 13,943,000 | $ 28,372,000 |
Net Income (Loss) | 1,031,000 | (542,000) |
Weighted average shares of common stock outstanding, basic and diluted | $ 10,223,594 | $ 10,899,147 |
Net Loss per share, basic and diluted | $ 0.10 | $ (0.05) |
BUSINESS ACQUISITIONS (Details
BUSINESS ACQUISITIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
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 | |||
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 | 6 Months Ended | ||
Jun. 30, 2022 USD ($) MW | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Cash | $ 1,296 | $ 2,242 | |
Working capital deficit | 4,800 | ||
Operating cash flow utilized | 7,466 | $ 6,888 | |
Proceeds from issuance or sale of equity | 11,639 | ||
Scenario, Plan [Member] | |||
Proceeds from issuance or sale of equity | 20,300 | ||
Residential [Member] | |||
Customer orders | $ 30,700 | ||
Residential [Member] | Minimum [Member] | |||
Completion period | 3 months | ||
Residential [Member] | Maximum [Member] | |||
Completion period | 5 months | ||
Commercial [Member] | |||
Contracted backlog | $ 11,400 | ||
Commercial [Member] | Minimum [Member] | |||
Completion period | 6 months | ||
Commercial [Member] | Maximum [Member] | |||
Completion period | 8 months | ||
Industrial [Member] | |||
Contracted backlog | $ 105,800 | ||
Utility [Member] | |||
Projects under development | MW | 993 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 9,861 | $ 14,421 |
Allowance for doubtful accounts | (84) | (84) |
Total | 9,777 | 14,337 |
Contracts in Progress [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 9,073 | 13,886 |
Retainage [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 788 | $ 535 |
SCHEDULE OF CONTRACT ASSETS AND
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Costs in excess of billings | $ 1,514 | $ 3,452 |
Unbilled receivables, included in costs in excess of billings | 1,618 | 552 |
Costs and estimated earnings in excess of billings | 3,132 | 4,004 |
Retainage – open contracts | ||
Total | 3,132 | 4,004 |
Billings in excess of costs | $ 3,464 | $ 2,389 |
SCHEDULE OF CONTRACTS IN PROGRE
SCHEDULE OF CONTRACTS IN PROGRESS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Capitalized Contract Cost [Line Items] | ||
Contract costs | $ 18,652 | $ 16,499 |
Less billings to date | (20,603) | (15,436) |
Contract costs, net of billings | (1,951) | 1,063 |
Plus under billings remaining on contracts 100% complete | 1,619 | 552 |
Total | (332) | 1,615 |
Cost and estimated earnings in excess of billings | 3,132 | 4,004 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (3,464) | (2,389) |
Expenditures on Uncompleted Contracts [Member] | ||
Capitalized Contract Cost [Line Items] | ||
Contract costs | 16,427 | 13,716 |
Earnings on Uncompleted Contracts [Member] | ||
Capitalized Contract Cost [Line Items] | ||
Contract costs | $ 2,225 | $ 2,783 |
SUMMARY OF LONG-TERM DEBT (Deta
SUMMARY OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Long-term debt | $ 2,740 | $ 12,157 |
Less current portion | (571) | (6,694) |
Long-term debt, including debt issuance costs | 2,169 | 5,463 |
Less debt issuance costs | (12) | (314) |
Long-term debt | 2,157 | 5,149 |
NBT Bank, National Association, Secured Debt, 4.25 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 620 | 641 |
NBT Bank, National Association, Secured Debt, Building, 4.20 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 216 | |
NBT Bank, National Association, Secured Debt, 4.15 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 156 | 174 |
NBT Bank, National Association, Secured Debt, Business Assets, 4.20 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 351 | 377 |
NBT Bank, National Association, Secured Debt, 4.85 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 31 | 48 |
Vehicle Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 1,228 | 1,147 |
National Bank of Middlebury, Secured Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 34 | 48 |
Loan and Security Agreement [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 6,046 | |
Unsecured Note Payable in Connection with Payroll Protection Program [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 2,592 | |
CSA 5, Secured Debt, Interest Rate 5.5 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 119 | |
CSA 17, Secured Debt, Interest Rate 5.5 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 133 | |
CSA 36, Secured Debt, Interest Rate 5.5 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 126 | 137 |
CSA 5, Secured Debt, Interest Rate 11.25 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 118 | |
CSA 17, Secured Debt, Interest Rate 11.25 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 118 | |
CSA 36, Secured Debt, Interest Rate 11.25 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 118 | 118 |
Equipment Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | 76 | 94 |
Easement Liabilities [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debt | $ 31 |
SUMMARY OF LONG-TERM DEBT (De_2
SUMMARY OF LONG-TERM DEBT (Details) (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | |
NBT Bank, National Association, Secured Debt, 4.25 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
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] | ||
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] | ||
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] | ||
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] | ||
Interest rate | 4.85% | |
Frequency of payment | monthly | |
Installment payment | $ 2,932 | |
Vehicle Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Frequency of payment | monthly | |
Installment payment | $ 37,000 | |
Vehicle Loans [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 0% | |
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] | ||
Interest rate | 3.95% | |
Frequency of payment | monthly | |
Installment payment | $ 2,388 | |
Interest rate | 5 years | |
Interest rate | 10 years | |
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% | 8% |
Unsecured Note Payable in Connection with Payroll Protection Program [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 1% | |
CSA 5, Secured Debt, Interest Rate 5.5 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
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] | ||
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] | ||
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] | ||
Frequency of payment | monthly | |
Installment payment | $ 2,485 | |
Interest only payment | 1,104 | |
Half of interest only payment | $ 552 | |
CSA 17, Secured Debt, Interest Rate 11.25 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 11.25% | |
Frequency of payment | monthly | |
Installment payment | $ 2,485 | |
Half of interest only payment | 552 | |
Balloon payment | $ 20,142 | |
CSA 36, Secured Debt, Interest Rate 11.25 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 11.25% | |
Frequency of payment | monthly | |
Installment payment | $ 2,485 | |
Interest only payment | 1,104 | |
Half of interest only payment | 552 | |
Balloon payment | $ 20,142 |
SCHEDULE OF MATURITIES OF LONG-
SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Remainder of 2022 | $ 294 | |
2023 | 538 | |
2024 | 482 | |
2025 | 395 | |
2026 | 793 | |
2027 and thereafter | 238 | |
Total | $ 2,740 | $ 12,157 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - Loan and Security Agreement [Member] - USD ($) | 1 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2022 | |
Short-Term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 10,000,000 | |
Maturity date | Oct. 15, 2022 | |
Interest rate | 8% | 8% |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||
Line of credit | $ 4,754 | $ 4,468 |
NBT Bank, Working Capital Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 6,000 | |
Line of credit | $ 4,800 | $ 4,500 |
Eligible accounts receivable on which borrowings are based | 80% | |
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 | 4.75% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2022 | $ 399 |
2023 | 804 |
2024 | 812 |
2025 | 800 |
2026 | 718 |
2027 | 452 |
Thereafter | 1,016 |
Total future minimum lease payments | $ 5,001 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) ft² | |
Product Liability Contingency [Line Items] | |||||
Payments for rent | $ 180 | $ 49 | $ 375 | $ 111 | |
Short Term Rental Agreements [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Payments for rent | $ 109 | $ 99 | 319 | $ 196 | |
Vehicles and Office Equipment [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Payments for rent | $ 12 | ||||
Ten-Year Lease, 2020 [Member] | Building [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Operating lease annual increase percentage | 2% | ||||
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% | ||||
Rhinebeck [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Payments for rent | $ 7 |
SCHEDULE OF WARRANTS (Details)
SCHEDULE OF WARRANTS (Details) - shares | 6 Months Ended | 12 Months Ended | |
Apr. 12, 2021 | Jun. 30, 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 ($) | 6 Months Ended | 12 Months Ended | |||
Apr. 12, 2021 | Jun. 30, 2022 | Jun. 30, 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 | $ 20,906,000 | ||||
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 | 6 Months Ended | 12 Months Ended | |
Jun. 30, 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 | 2.98% | 0.06% | |
Remaining term in years | 1 year 11 months 23 days | 2 years 5 months 19 days | |
Expected volatility | 148.92% | 152.90% | |
Exercise price | $ 11.50 | $ 11.50 | |
Fair value of common stock | $ 3.25 | $ 5.96 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - Private Warrants [Member] - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | $ 57 | $ 148 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | $ 57 | $ 148 |
SCHEDULE OF ROLL FORWARD OF LEV
SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value adjustment – Warrant liability | $ 28 | $ 1,079 | $ 91 | $ 818 | |
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 | (91) | (202) | |||
Ending balance | $ 57 | $ 57 | $ 148 |
SCHEDULE OF UNION ASSESSMENTS (
SCHEDULE OF UNION ASSESSMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | $ 494 | $ 356 | $ 1,070 | $ 885 |
Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | 83 | 69 | 245 | 187 |
Welfare Fund [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | 331 | 230 | 653 | 574 |
National Employees Benefit Fund [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | 26 | 19 | 54 | 53 |
Joint Apprenticeship and Training Committee [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | 11 | 4 | 26 | 16 |
Matching 401(k) Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | $ 43 | $ 34 | $ 92 | $ 55 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Current | ||||
Federal | ||||
State | 7 | 1 | 7 | 2 |
Total Current | 7 | 1 | 7 | 2 |
Deferred | ||||
Federal | (1,251) | (342) | (2,520) | (180) |
State | (400) | (110) | (807) | (58) |
Change in valuation allowance | 1,651 | 2,555 | ||
Total Deferred | (452) | (772) | (238) | |
Benefit from Income Taxes | $ 7 | $ (451) | $ (765) | $ (236) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred tax assets (liabilities) | ||
Accruals and reserves | $ 155 | $ 170 |
Tax credits | 514 | 514 |
Stock-based compensation | 193 | |
Net operating loss | 8,075 | 6,182 |
Less valuation allowance | (2,555) | |
Total deferred tax assets | 6,382 | 6,866 |
Property and equipment | (2,070) | (3,466) |
Intangibles | (4,312) | (3,857) |
Stock-based compensation | (315) | |
Total deferred tax liabilities | (6,382) | (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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense at federal rate | $ (1,193) | $ (278) | $ (1,803) | $ (946) |
State and local taxes net of federal benefit | (445) | (124) | (795) | (354) |
Paycheck Protection Program tax exempt loan forgiveness | (544) | |||
Permanent tax differences | (94) | (149) | 4 | |
Permanent tax differences for change in fair value of warrants | (6) | 45 | (19) | 227 |
Non-deductible goodwill and other intangible | 833 | |||
Valuation allowance | 1,651 | 2,555 | ||
Benefit from Income Taxes | $ 7 | $ (451) | $ (765) | $ (236) |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 | $ 571,000 | 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 | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Total assets | $ 95,951 | $ 103,728 |
Total liabilities | 30,320 | 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 ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 | Jun. 30, 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 | $ 0 | $ 60 | ||
Investor [Member] | Sale of Building [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to stockholders | 0 | 21 | ||
Stockholders [Member] | Buyout of Minority Stockholder [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to stockholders | $ 0 | $ 39 |
DEFERRED COMPENSATION PLAN (Det
DEFERRED COMPENSATION PLAN (Details Narrative) - Investor [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2018 USD ($) | |
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 | $ 45 |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Totals | 1,019,575 | 825,573 | 1,019,575 | 825,573 |
Payroll Protection Program [Member] | Jensyn Acquisition Corp [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Totals | 429,000,000 | 429,000,000 | 429,000,000 | 429,000,000 |
Private Warrant [Member] | Jensyn Acquisition Corp [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Totals | 34,572,000 | 34,572,000 | 34,572,000 | 34,572,000 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Totals | 205,335,000 | 160,667,000 | 205,335,000 | 160,667,000 |
Unvested Options To Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Totals | 350,668,000 | 201,334,000 | 350,668,000 | 201,334,000 |
SCHEDULE OF SHARE BASED PAYMENT
SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY (Details) - Share-Based Payment Arrangement, Option [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding beginning balance | shares | 201,334 |
Outstanding per share | $ / shares | $ 1.49 |
Granted | shares | 375,000 |
Granted per share | $ / shares | $ 5.04 |
Exercised | shares | |
Exercised per share | $ / shares | $ 1.49 |
Outstanding ending balance | shares | 576,334 |
Outstanding per share | $ / shares | $ 3.80 |
Exercisable | shares | 225,666 |
Exercisable per share | $ / shares | $ 3.46 |
RESTRICTED STOCK AND STOCK OP_3
RESTRICTED STOCK AND STOCK OPTIONS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jan. 22, 2022 | Jan. 04, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 17, 2021 | Jan. 25, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option to purchase common stock | 429,000 | ||||||||
Share price | $ 19.68 | ||||||||
Proceeds from options exercised | $ 150 | ||||||||
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 | 576,334 | 201,334 | 201,334 | ||||
Available shares of common stock | 201,334 | 201,334 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years | ||||||||
Exercised | $ 1.49 | ||||||||
Fair value | $ 1,700 | ||||||||
Volatility | 187.94% | ||||||||
Term | 2 years | ||||||||
Risk free rate | 0.13% | ||||||||
Dividend yield | 0% | ||||||||
Aggregate intrinsic value of options outstanding | $ 400 | $ 400 | |||||||
Share price | $ 3.25 | $ 3.25 | |||||||
Stock-based compensation expense | $ 300 | $ 100 | |||||||
Unrecognized stock-based compensation expense | $ 900 | $ 600 | $ 900 | 600 | |||||
Unrecognized share based compensation, shares | 576,334 | 576,334 | |||||||
Exercised | 100,667 | 100,667 | |||||||
Proceeds from options exercised | $ 100 | ||||||||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, 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 | 375,000 | |||||||
Available shares of common stock | 375,000 | 375,000 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years | ||||||||
Exercised | $ 5.04 | ||||||||
Fair value | $ 1,200 | ||||||||
Volatility | 125.96% | ||||||||
Term | 2 years | ||||||||
Risk free rate | 0.06% | ||||||||
Dividend yield | 0% | ||||||||
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 | $ 300 | 100 | $ 800 | 700 | |||||
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 | $ 0 | $ 100 | $ 100 | $ 500 |
SCHEDULE OF INVESTMENT (Details
SCHEDULE OF INVESTMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Net Investment Income [Line Items] | ||
Total | $ 12,220 | $ 12,420 |
GreenSeed Investors LLC [Member] | ||
Net Investment Income [Line Items] | ||
Total | 4,124 | 4,324 |
Solar Project Partners LLC [Member] | ||
Net Investment Income [Line Items] | ||
Total | 96 | 96 |
Gemini Electric Mobility Co [Member] | ||
Net Investment Income [Line Items] | ||
Total | 2,000 | 2,000 |
NAD Grid Corp [Member] | ||
Net Investment Income [Line Items] | ||
Total | 1,000 | 1,000 |
Encore Renewables [Member] | ||
Net Investment Income [Line Items] | ||
Total | $ 5,000 | $ 5,000 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - GreenSeed Investors LLC [Member] | Jun. 30, 2022 USD ($) |
Dividends receivable | $ 200,000,000 |
Other Current Assets [Member] | |
Dividends receivable | 100,000,000 |
Maximum [Member] | |
Return of capital | 200,000 |
Maximum [Member] | Class B Preferred Membership Units [Member] | |
Return of capital | $ 100,000 |
STOCK REDEMPTION (Details Narra
STOCK REDEMPTION (Details Narrative) | Jan. 25, 2021 USD ($) $ / shares |
Equity [Abstract] | |
Share price | $ / shares | $ 19.68 |
Term used to average closing prices of common stock | 5 days |
Redemption of shares of common stock | $ | $ 673,000 |