Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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, $0.0001 par value | |
Trading Symbol | ISUN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 37,544,216 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 5,600 | $ 5,455 |
Accounts receivable, net of allowance | 13,127 | 8,783 |
Contract assets | 11,485 | 7,324 |
Inventory | 1,569 | 2,536 |
Other current assets | 1,698 | 1,625 |
Total current assets | 33,479 | 25,723 |
Other Assets: | ||
Property and equipment, net of accumulated depreciation | 8,297 | 8,440 |
Operating lease right-of-use assets, net | 6,479 | 6,960 |
Captive insurance investment | 629 | 270 |
Intangible assets, net | 12,839 | 14,038 |
Investments | 12,020 | 12,020 |
Other assets | 30 | 30 |
Total other assets | 40,294 | 41,758 |
Total assets | 73,773 | 67,481 |
Current Liabilities: | ||
Accounts payable | 20,783 | 12,941 |
Accrued expenses | 4,677 | 5,868 |
Operating lease liability | 598 | 588 |
Contract liabilities | 6,439 | 5,419 |
Current portion of deferred compensation | 8 | 31 |
Current portion of long-term debt | 8,544 | 5,374 |
Total current liabilities | 41,049 | 30,221 |
Long-term liabilities: | ||
Warrant liability | 178 | 10 |
Operating lease liability, net of current portion | 6,261 | 6,711 |
Other liabilities | 2,448 | 3,026 |
Long-term debt, net of current portion | 883 | 8,226 |
Total liabilities | 50,819 | 48,194 |
Contingencies (Note 1l) | ||
Stockholders’ equity: | ||
Preferred stock - 0.0001 par value 1,000,000 shares authorized, 0 issued and outstanding as of September 30, 2023 and December 31, 2022 | ||
Common stock – 0.0001 par value 49,000,000 shares authorized, 34,940,885 and 15,083,109 issued and outstanding as of September 30, 2023, and December 31, 2022, respectively | 3 | 2 |
Additional paid-in capital | 85,492 | 74,070 |
Accumulated deficit | (62,541) | (54,785) |
Total Stockholders’ equity | 22,954 | 19,287 |
Total liabilities and stockholders’ equity | $ 73,773 | $ 67,481 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 49,000,000 | 49,000,000 |
Common stock, shares issued | 34,940,885 | 15,083,109 |
Common stock, shares outstanding | 34,940,885 | 15,083,109 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Earned revenue | $ 27,909 | $ 19,034 | $ 70,274 | $ 50,597 |
Cost of earned revenue | 22,481 | 15,417 | 55,360 | 40,057 |
Income before operating expenses | 5,428 | 3,617 | 14,914 | 10,540 |
Warehousing and other operating expenses | 183 | 172 | 634 | 1,539 |
General and administrative expenses | 5,747 | 5,965 | 16,930 | 17,474 |
Stock based compensation – general and administrative | 494 | 567 | 1,240 | 2,402 |
Depreciation and amortization | 782 | 1,770 | 2,294 | 5,300 |
Total operating expenses | 7,206 | 8,474 | 21,098 | 26,715 |
Operating loss | (1,778) | (4,857) | (6,184) | (16,175) |
Other (expense) income: | ||||
Gain on forgiveness of PPP Loan | 2,592 | |||
Change in fair value of the warrant liability | (178) | 7 | (168) | 98 |
Loss on debt conversion | (303) | |||
Interest expense, net | (292) | (84) | (1,089) | (800) |
Other (expense) income | (470) | (77) | (1,560) | 1,890 |
Loss before income taxes | (2,248) | (4,934) | (7,744) | (14,285) |
Tax expense (benefit) | 12 | (765) | ||
Net loss | $ (2,248) | $ (4,934) | $ (7,756) | $ (13,520) |
Net loss per share of Common Stock - Basic | $ (0.07) | $ (0.36) | $ (0.35) | $ (0.98) |
Net loss per share of Common Stock - Diluted | $ (0.07) | $ (0.36) | $ (0.35) | $ (0.98) |
Weighted average shares of Common Stock - Basic | 30,898,334 | 13,546,624 | 22,222,377 | 13,769,564 |
Weighted average shares of Common Stock - Diluted | 30,898,334 | 13,546,624 | 22,222,377 | 13,769,564 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 1 | $ 60,863 | $ (1,006) | $ 59,858 | |
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 | ||||
Net Loss | (2,905) | (2,905) | |||
Sale of common stock pursuant to S-3 registration statement | 10,400 | 10,400 | |||
Sale of common stock pursuant to S-3 registration statement, shares | 1,749,209 | ||||
Balance at Mar. 31, 2022 | $ 1 | 72,507 | (3,911) | 68,597 | |
Balance, shares at Mar. 31, 2022 | 13,739,154 | ||||
Balance at Dec. 31, 2021 | $ 1 | 60,863 | (1,006) | 59,858 | |
Balance, shares at Dec. 31, 2021 | 11,825,878 | ||||
Net Loss | (13,520) | ||||
Balance at Sep. 30, 2022 | $ 2 | 78,086 | (14,526) | 63,562 | |
Balance, shares at Sep. 30, 2022 | 15,227,582 | ||||
Balance at Mar. 31, 2022 | $ 1 | 72,507 | (3,911) | 68,597 | |
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 | ||||
Proceeds from the sales of common stock, net | 1,239 | 1,239 | |||
Proceeds from the sales of common stock, net, shares | 309,038 | ||||
Net Loss | (5,681) | (5,681) | |||
Balance at Jun. 30, 2022 | $ 1 | 75,222 | (9,592) | 65,631 | |
Balance, shares at Jun. 30, 2022 | 14,382,080 | ||||
Issuance under equity incentive plan | 567 | 567 | |||
Issuance under equity incentive plan, shares | 9,000 | ||||
Net Loss | (4,934) | (4,934) | |||
Sale of common stock pursuant to S-3 registration statement | $ 1 | 2,297 | 2,298 | ||
Sale of common stock pursuant to S-3 registration statement, shares | 836,502 | ||||
Balance at Sep. 30, 2022 | $ 2 | 78,086 | (14,526) | 63,562 | |
Balance, shares at Sep. 30, 2022 | 15,227,582 | ||||
Balance at Dec. 31, 2022 | $ 2 | 74,070 | (54,785) | 19,287 | |
Balance, shares at Dec. 31, 2022 | 15,083,109 | ||||
Issuance under equity incentive plan | 373 | 373 | |||
Issuance under equity incentive plan, shares | 225,169 | ||||
Issuance of shares for acquisition of iSun Energy, LLC | |||||
Issuance of shares for acquisition of iSun Energy, LLC, shares | 200,000 | ||||
Issuance of shares of common stock for repayment of debt | 481 | 481 | |||
Issuance of shares of common stock for repayment of debt, shares | 412,218 | ||||
Proceeds from the sales of common stock, net | 1,431 | 1,431 | |||
Proceeds from the sales of common stock, net, shares | 893,764 | ||||
Net Loss | (2,997) | (2,997) | |||
Balance at Mar. 31, 2023 | $ 2 | 76,355 | (57,782) | 18,575 | |
Balance, shares at Mar. 31, 2023 | 16,814,260 | ||||
Balance at Dec. 31, 2022 | $ 2 | 74,070 | (54,785) | 19,287 | |
Balance, shares at Dec. 31, 2022 | 15,083,109 | ||||
Net Loss | (7,756) | ||||
Balance at Sep. 30, 2023 | $ 3 | 85,492 | (62,541) | 22,954 | |
Balance, shares at Sep. 30, 2023 | 34,940,885 | ||||
Balance at Mar. 31, 2023 | $ 2 | 76,355 | (57,782) | 18,575 | |
Balance, shares at Mar. 31, 2023 | 16,814,260 | ||||
Issuance under equity incentive plan | 373 | 373 | |||
Issuance under equity incentive plan, shares | 0 | ||||
Issuance of shares of common stock for repayment of debt | 2,466 | 2,466 | |||
Issuance of shares of common stock for repayment of debt, shares | 3,524,345 | ||||
Proceeds from the sales of common stock, net | 1,658 | 1,658 | |||
Proceeds from the sales of common stock, net, shares | 3,096,884 | ||||
Net Loss | (2,511) | (2,511) | |||
Balance at Jun. 30, 2023 | $ 2 | 80,852 | (60,293) | 20,561 | |
Balance, shares at Jun. 30, 2023 | 23,435,489 | ||||
Issuance under equity incentive plan | 494 | 494 | |||
Issuance under equity incentive plan, shares | 346,281 | ||||
Issuance of shares of common stock for repayment of debt | 878 | 878 | |||
Issuance of shares of common stock for repayment of debt, shares | 2,403,848 | ||||
Proceeds from the sales of common stock, net | $ 1 | 3,268 | 3,269 | ||
Proceeds from the sales of common stock, net, shares | 8,755,267 | ||||
Net Loss | (2,248) | (2,248) | |||
Balance at Sep. 30, 2023 | $ 3 | $ 85,492 | $ (62,541) | $ 22,954 | |
Balance, shares at Sep. 30, 2023 | 34,940,885 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities | |||||||
Net loss | $ (2,248) | $ (2,997) | $ (4,934) | $ (2,905) | $ (7,756) | $ (13,520) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation of property plant and equipment | 1,095 | 1,685 | |||||
Bad debt expense | 50 | 87 | $ 145 | ||||
Amortization of intangible assets | 1,199 | 3,615 | |||||
Amortization of right-of-use asset | 481 | ||||||
Gain on forgiveness of PPP loan | (2,592) | ||||||
Gain on sale of property and equipment | (36) | ||||||
Change in fair value of warrant liability | 168 | (98) | |||||
Stock based compensation | 494 | 1,240 | 2,402 | ||||
Deferred finance charge amortization | 498 | 302 | |||||
Loss on conversion of debt | 303 | ||||||
Provision for deferred income taxes | (772) | ||||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (4,394) | 2,495 | |||||
Other current assets | (73) | 7 | |||||
Contract assets | (4,161) | 351 | |||||
Inventory | 967 | (982) | |||||
Accounts payable | 7,842 | (4,208) | |||||
Accrued expenses | (1,191) | 980 | |||||
Contract liabilities | 1,020 | 3,754 | |||||
Other liabilities | (578) | (1,057) | |||||
Deferred compensation | (23) | (22) | |||||
Operating lease liability | (440) | ||||||
Net cash used in operating activities | (3,789) | (7,573) | |||||
Cash flows from investing activities: | |||||||
Purchase of property and equipment | (603) | (637) | |||||
Proceeds from sale of property and equipment | 43 | 1,247 | |||||
Captive insurance investment | (359) | ||||||
Dividend receivable | 300 | ||||||
Net cash (used in) provided by investing activities | (919) | 910 | |||||
Cash flows from financing activities: | |||||||
Proceeds from line of credit | 20,453 | ||||||
Payments to line of credit | (19,275) | ||||||
Proceeds from long term debt | 230 | ||||||
Repayments of long-term debt | (1,505) | (7,118) | |||||
Proceeds from sales of common stock, net | 6,358 | 13,937 | |||||
Net cash provided by financing activities | 4,853 | 8,227 | |||||
Net increase in cash | 145 | 1,564 | |||||
Cash, beginning of period | $ 5,455 | $ 2,242 | 5,455 | 2,242 | 2,242 | ||
Cash, end of period | $ 5,600 | $ 3,806 | 5,600 | 3,806 | $ 5,455 | ||
Cash paid during the year for: | |||||||
Interest | 288 | 800 | |||||
Income taxes | 7 | ||||||
Supplemental disclosure of non-cash investing and financing activities | |||||||
Accrued Employee Incentive Compensation settled in stock | 885 | ||||||
Issuance of shares of Common Stock for repayment of debt | 3,825 | ||||||
Vehicles and equipment purchased and financed | $ 356 |
SUMMARY OF OPERATIONS AND SIGNI
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
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 leading solar energy and clean mobility infrastructure Company with over 50 years of experience accelerating the adoption of innovative electrification technologies. The Company provides solar product services ranging from project origination, design, development, engineering, procurement, construction, storage, monitoring and maintenance for EV infrastructure, residential, commercial, industrial 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 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, 2022. 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 September 30, 2023 and December 31, 2022 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 nine months ended September 30, 2023 and September 30, 2022: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Performance obligations satisfied over time Solar $ 23,549 $ 16,836 $ 60,401 $ 45,311 Electric 3,773 1,994 9,081 4,510 Data and Network 587 204 792 776 Totals $ 27,909 $ 19,034 $ 70,274 $ 50,597 Revenue $ 27,909 $ 19,034 $ 70,274 $ 50,597 The following table disaggregates the Company’s revenue based operational division for the three and nine months ended September 30, 2023, and September 30, 2022: SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Residential $ 8,280 $ 11,338 $ 24,418 $ 27,684 Commercial and Industrial 18,836 5,933 43,471 19,085 Utility 793 1,763 2,385 3,828 Totals $ 27,909 $ 19,034 $ 70,274 $ 50,597 Revenue $ 27,909 $ 19,034 $ 70,274 $ 50,597 3) Variable Consideration The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; award and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the Company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. 4) Remaining Performance Obligation Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. 5) Warranties The Company generally provides limited workmanship warranties up to five years for work performed under its construction contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. Historically, warranty claims have not resulted in material costs incurred, and any estimated costs for warranties are included in the individual contract cost estimates for purposes of accounting for long-term contracts. 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, is estimated based on historical losses, the existing economic condition, and the financial stability of the Company’s customers. Accounts are written off against the reserve when they are determined to be uncollectible. f) Contract Assets and Liabilities The timing of revenue recognition, billings and cash collections results in contracts receivable, retainage receivable, contract assets and contract liabilities on the accompanying consolidated balance sheet. Included in contract assets is revenue in excess of billings and conditional retainage on uncompleted contracts. Included in contract liabilities is billings and conditional retainage in excess of revenue earned on uncompleted contracts. Also included in contract assets and contract liabilities is “conditional retainage” representing work performed by the Company for a customer that is retained pending the completion of the terms within the contract. Upon completion of the contract terms the conditional retainage is billed and collectible based on the passage of time at which time the amount is presented as a retainage receivable. On a contract by contract basis, the conditional retainage is included in the contract asset “revenue in excess of billings and conditional retainage in excess on uncompleted contracts” and contract liability “billings and conditional retainage in excess of revenue earned on uncompleted contracts” to arrive at a net contract asset or liability by contract. The following table provides information about contract assets and liabilities at: SCHEDULE OF CONTRACT ASSET AND LIABILITIES September 30, 2023 December 31, 2022 Contract Assets Revenue in excess of billings on uncompleted contracts $ 10,934 $ 6,887 Conditional retainage 551 437 Total Contract Assets 11,485 7,324 Contract Liabilities Billings in excess of revenue on uncompleted contracts 6,439 5,419 Conditional retainage - - Total Contract Liabilities $ 6,439 $ 5,419 Project Assets Project assets primarily consist of costs related to solar power projects that are in various stages of development that are capitalized prior to the completion of the sale of the project and are actively marketed and intended to be sold. In contrast to contract assets, the Company holds a controlling interest in the project itself. These project related costs include costs for land, development, and construction of a PV solar power system. Development costs may include legal, consulting, permitting, transmission upgrade, interconnection, and other similar costs. The Company typically classifies project assets as noncurrent due to the nature of solar power projects (long-lived assets) and the time required to complete all activities to develop, construct, and sell projects, which is typically longer than 12 months. Once the Company enters into a definitive sales agreement, such project assets are classified as current until the sale is completed and the Company has met all of the criteria to recognize the sale as revenue. Any income generated by a project while it remains within project assets is accounted for as a reduction to the basis in the project. If a project is completed and begins commercial operation prior to the closing of a sales arrangement, the completed project will remain in project assets until placed in service. All expenditures related to the development and construction of project assets, whether fully or partially owned, are presented as a component of cash flows from operating activities. Project assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A project is considered commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. A partially developed or partially constructed project is considered to be commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. The Company examines a number of factors to determine if the project is expected to be recoverable, including whether there are any changes in environmental, permitting, market pricing, regulatory, or other conditions that may impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated fair value, with the resulting impairment recorded within “Selling, general and administrative” expense. Project assets were $ 0 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 September 30, 2023, the uninsured balances were approximately $ 3,554 f) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used to review the Company’s impairments and estimations of long-lived assets, impairment on investment, estimates in recording business combinations, goodwill, intangibles, revenue recognition utilizing a cost-to-cost method, allowances for uncollectible accounts, impairment on investments, warrant liability and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. g) Recently Issued Accounting Pronouncements The Company is an emerging growth company until at minimum December 31, 2024. The Company will maintain the election available to an emerging growth company to use any extended transition period applicable to non-public companies when complying with a new or revised accounting standard. The Company retains its emerging growth status and therefore elects to adopt new or revised accounting standards on the adoption date required for a private company. In March 2023, the FASB issued ASU No. 2014-01, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects 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. 2,592 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 at net realizable value with reserves for obsolete inventory of $ 0 k) Segment Information The Company currently operates in four segments based upon our organizational structure and the way in which our operations are managed and evaluated. The first segment is Residential which are projects smaller in size and shorter in duration. The second operating segment is Commercial and Industrial which includes projects that are commonly larger in size and longer in duration serving commercial and industrial customers. The third operating segment is Utility which includes design, development, project origination and other professional services as well as projects that are commonly larger in size and longer in duration serving utility-scale customers. The fourth segment is Corporate, which is responsible for general company oversight and management. Disaggregating the corporate costs from the revenue operations simplifies the performance evaluation of the Residential, Commercial and Industrial, and Utility segments. l) Legal contingencies The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. No reserves were deemed necessary as of September 30, 2023. m) Inflation risk Changes in economic conditions, including inflation, rising interest rates, lower consumer confidence, volatile equity capital markets and ongoing supply chain disruptions may affect our business, revenues and earnings adversely. n) Reclassification Certain prior period amounts presented on the Company’s financial statements have been reclassified in order to conform to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
LIQUIDITY AND FINANCIAL CONDITI
LIQUIDITY AND FINANCIAL CONDITION | 9 Months Ended |
Sep. 30, 2023 | |
Liquidity And Financial Condition | |
LIQUIDITY AND FINANCIAL CONDITION | 2. LIQUIDITY AND FINANCIAL CONDITION For the nine months ended September 30, 2023, the Company experienced a net loss of approximately $ 7,800 3,800 5,600 7,600 To date, the Company has relied predominantly on operating cash flow, borrowings from its credit facilities, and sales of Common Stock. During the nine months ended September 30, 2023, the Company has reduced its cash used in operations, but is still operating in a net loss situation, although at a reduced level, this raises substantial doubt about the ability for the Company to continue as a going concern for at least one year from the date these financial statements are issued. However, the Company believes the matters outlined below alleviate that substantial doubt. The demand for solar and electric vehicle infrastructure continues to increase across all customer groups. Our residential division has customer orders of approximately $ 15,000 three five months 140,300 6,500 1,600 that will transition to the respective divisions backlog when approaching notice to proceed . The customer demand across our segments will provide short-term operational cash flow. The Company has a diversified revenue stream which mitigates operational exposure impacting specific segments. As of September 30 , 2023 , the Company has approximately $ 10,900 The Company believes its current cash on hand, potential additional sales of Common Stock, the collectability of its accounts receivable and project backlog are sufficient to meet its operating and capital requirements for at least one year from the date these financial statements are issued. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | 3. ACCOUNTS RECEIVABLE SCHEDULE OF ACCOUNTS RECEIVABLE September 30, 2023 December 31, 2022 Accounts receivable - contracts in progress $ 12,752 $ 8,502 Accounts receivable – retainage 551 583 Accounts receivable 13,303 9,085 Allowance for doubtful accounts (176 ) (302 ) Total $ 13,127 $ 8,783 Bad debt expense was $ 50 145 Contract assets represent revenue recognized in excess of amounts billed, unbilled receivables, and retainage. Unbilled receivables represent an unconditional right to payment subject only to the passage of time, which are reclassified to accounts receivable when they are billed under the terms of the contract. Contract assets were as follows at September 30, 2023 and December 31, 2022: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES September 30, 2023 December 31, 2022 Contract assets $ 10,843 $ 6,648 Unbilled receivables, included in costs in excess of billings 91 93 Costs and estimated earnings in excess of billings 10,934 6,741 Retainage 551 583 Total $ 11,485 $ 7,324 Contract liabilities represent amounts billed to clients in excess of revenue recognized to date, billings in excess of costs, and retainage. The Company anticipates that substantially all incurred cost associated with contract assets as of September 30, 2023 will be billed and collected within one year. |
CONTRACTS IN PROGRESS
CONTRACTS IN PROGRESS | 9 Months Ended |
Sep. 30, 2023 | |
Contracts In Progress | |
CONTRACTS IN PROGRESS | 4. CONTRACTS IN PROGRESS SCHEDULE OF CONTRACTS IN PROGRESS September 30, 2023 December 31, 2022 Expenditures to date on uncompleted contracts $ 54,092 $ 31,215 Estimated earnings thereon 4,008 2,509 Contract costs 58,100 33,724 Less billings to date (53,145 ) (31,912 ) Contract costs, net of billings 4,955 1,812 Plus under billings remaining on contracts 100% complete 91 93 Total $ 5,046 $ 1,905 Included in accompany balance sheets under the following captions: September 30, 2023 December 31, 2022 Contract assets $ 11,485 $ 7,324 Contract liabilities (6,439 ) (5,419 ) Total $ 5,046 $ 1,905 |
OPERATING SEGMENTS
OPERATING SEGMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENTS | 5. OPERATING SEGMENTS Beginning in 2023, the Company assessed its operating segment disclosure based on ASC 280, Segment Reporting Segment Reporting, Residential Through its SunCommon operating subsidiary, the Company designs, arranges financing, integrates, installs, and manages systems, primarily for residential homeowners. The Company sells residential solar systems through its direct sales and marketing channel strategy. The Company operates in the New York and Vermont residential markets. It has direct sales and/or operations personnel in New York and Vermont. Commercial and Industrial Through our iSun Industrial subsidiary, the Company designs, integrates, installs, and manages systems ranging in size from 50kW (kilowatt) to multi-MW (megawatt) systems primarily for larger commercial and industrial projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, service stations, churches, and other consumer facing businesses. Industrial installations have included school districts, local municipalities, federal facilities, higher education institutions as well as green and brown fields. It has operations personnel in New York, New Hampshire, Maine and Vermont. Through its iSun Utility subsidiary, the Company develops, designs, engineers, arranges financing, installs, and manages systems ranging in size from 500 kW (kilowatt) to multi-MW (megawatt) systems primarily for asset owners, business and municipalities. The Utility segment is originating projects in Vermont, North Carolina, South Carolina, Ohio, California, Georgia, Alabama and Colorado. It has operations personnel in Vermont and Pennsylvania. Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the three and nine months ended September 30, 2023. SCHEDULE OF SEGMENT NET REVENUE Three months ended September 30, 2023 Residential Commercial Utility Corporate Total Net revenue $ 8,280 $ 18,755 $ 874 $ - $ 27,909 Cost of earned revenue 5,993 15,511 977 - 22,481 Income (loss) before operating expenses 2,287 3,244 (103 ) - 5,428 Operating expenses Warehousing and other operating expenses - 183 - - 183 General and administrative expenses 3,117 1,122 243 1,265 5,747 Segment contribution (loss) (830 ) 1,939 (346 ) (1,265 ) (502 ) Stock based compensation – general and administrative - - - 494 494 Depreciation and amortization 495 287 - - 782 Operating (loss) income $ (1,325 ) $ 1,653 $ (346 ) (1,759 ) $ (1,778 ) Nine months ended September 30, 2023 Residential Commercial Utility Corporate Total Net revenue $ 24,418 $ 44,682 $ 1,174 $ - $ 70,274 Cost of earned revenue 17,537 36,356 1,467 - 55,360 Income (loss) before operating expenses 6,881 8,326 (293 ) - 14,914 Operating expenses Warehousing and other operating expenses - 634 - - 634 General and administrative expenses 8,495 3,962 894 3,579 16,930 Segment contribution (loss) (1,614 ) 3,730 (1,187 ) (3,579 ) (2,650 ) Stock based compensation – general and administrative - - - 1,240 1,240 Depreciation and amortization 1,480 814 - - 2,294 Operating (loss) income $ (3,094 ) $ 2,916 $ (1,187 ) (4,819 ) $ (6,184 ) Assets by operating segment are as follows: September 30, Residential $ 21,208 Commercial and Industrial 27,605 Utility 1,742 Corporate 23,218 Assets $ 73,773 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASES | 6. LEASES The Company has operating leases for offices, warehouse, vehicles, office equipment and land leases for its solar assets. The Company’s leases have remaining lease terms of 1 18 In 2020, the Company entered into a ten-year lease agreement for a new headquarters in Williston, Vermont consisting of approximately 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. The 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 In 2015, the Company entered into two twenty-five-year non-cancelable lease agreements for land on which they constructed solar arrays. One lease has fixed annual rent of $ 3 3 2 In 2017, the Company entered into a twenty-year non-cancelable lease agreement for land on which it constructed solar arrays. The lease has annual rent of $ 4 2 In 2018, the Company entered into a twenty-year non-cancelable lease agreement for land on which it constructed solar arrays. The lease has annual rent of $ 26 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. The Company leases vehicles and office equipment under various agreements expiring through June 2026. As of September 30, 2023, aggregate monthly payments required under these leases approximates $ 35 The Company’s lease expense for the three and nine months ended September 30, 2023 was entirely comprised of operating leases and amounted to $ 58 184 . 612 481 440 SCHEDULE OF OPERATING LEASE September 30, 2023 December 31, 2022 Operating lease right-of-use assets $ 6,479 $ 6,960 Operating lease liabilities—short term 598 588 Operating lease liabilities—long term 6,261 6,711 Total operating lease liabilities $ 6,859 $ 7,299 As of September 30, 2023, the weighted average remaining lease term for operating leases was 10.33 3.33 SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE Year ending December 31: Amount Remaining 2023 $ 204 2024 805 2025 798 2026 796 2027 797 2028 804 Thereafter 3,937 Total lease payments 8,141 Less: interest (1,282 ) Total operating leases liability $ 6,859 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 7. LONG-TERM DEBT SUMMARY OF LONG-TERM DEBT September 30, 2023 December 31, 2022 NBT Bank, National Association, 4.25% interest rate, secured by all business assets, payable in monthly installments of $5,869 through September 2026, with a balloon payment at maturity. $ 564 $ 598 NBT Bank, National Association, 4.25 5,869 $ 564 $ 598 NBT Bank, National Association, 4.15 3,677 108 137 NBT Bank, National Association, 4.20 5,598 284 325 NBT Bank, National Association, repaid in May 2023. - 14 Various vehicle loans, interest ranging from 0 9.25 40,167 1,346 1,271 National Bank of Middlebury, repaid in May 2023. - 21 Senior secured convertible notes payable, 5 monthly payments th 7,933 12,500 CSA 36: Payable in monthly installments of $ 2,414 5.5 98 115 CSA 36: Payable in monthly interest only installments of $ 1,104 552 2,485 20,142 11.25 118 118 Equipment loans 32 56 Long-term debit 10,483 15,155 Less current portion (8,544 ) (5,374 ) Long-term debt, including debt issuance costs 1,939 9,781 Less debt issuance costs (1,056 ) (1,555 ) Long-term debt $ 883 $ 8,226 SCHEDULE OF MATURITIES OF LONG-TERM DEBT Year ending December 31: Amount Remainder of 2023 $ 8,088 2024 590 2025 511 2026 901 2027 187 2028 and thereafter 206 Total $ 10,483 Senior Secured Convertible Notes Payable On November 4, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with two affiliated investors. At the Closing, the Company issued and sold to each Purchaser a Senior Secured Convertible Note, the aggregate original principal amount of the two Notes was $ 12,500 6 11,750 12,500 6 25,000 . The Conversion Price of $ 2.66 th On August 30, 2023, the Company entered into a Letter Agreement with the two affiliated investors regarding a modification of the terms of the SPA. The Company failed to fulfill the EBITDA covenant for the quarter ended June 30, 2023. Under the Notes, a failure to fulfill the EBITDA covenant is defined as an Event of Default. Upon the occurrence of an Event of Default, the Purchasers may accelerate all amounts due under the Notes. The Purchasers have agreed to a waiver of the Event of Default upon the terms set forth in the letter agreement, including that the Company shall pay the Investors the aggregate amount of $ 1,442 1.00 1,000,000 1.00 5 years During the nine months ended September 30, 2023, the Company issued 6,340,411 3,825 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 8. FAIR VALUE MEASUREMENTS During the three and nine months ended September 30, 2023, 1,000,000 1,069,144 SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS Input Mark-to-Market Measurement at September 30, 2023 Mark-to-Market Measurement at December 31, 2022 Risk-free rate 4,81 % 3.88 % Remaining term in years 0.72 4.91 1.47 Expected volatility 140.91 % 147.02 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 0.22 $ 1.30 SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Fair Value Measurement as of September 30, 2023 Total Level 1 Level 2 Level 3 Liabilities: Private Warrants $ 178 - - $ 178 Fair Value Measurement as of December 31, 2022 Total Level 1 Level 2 Level 3 Liabilities: Private Warrants $ 10 - - $ 10 SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS September 30, 2023 December 31, 2022 Beginning balance $ 10 $ 148 Fair value adjustment – Warrant liability 168 (138 ) Ending balance $ 178 $ 10 |
UNION ASSESSMENTS
UNION ASSESSMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Union Assessments | |
UNION ASSESSMENTS | 9. 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 nine months ended September 30, 2023 and 2022, the Company incurred the following union assessments. SCHEDULE OF UNION ASSESSMENTS Three Months Ended Nine Months Ended September 30, 2023 2022 2023 2022 Pension fund $ 198 $ 82 $ 472 $ 326 Welfare fund 360 160 954 814 National employees benefit fund 47 21 103 74 Joint apprenticeship and training committee 37 6 75 32 401(k) matching 42 31 162 123 Total $ 684 $ 300 $ 1,766 $ 1,369 Union assessments $ 684 $ 300 $ 1,766 $ 1,369 |
DEFERRED COMPENSATION PLAN
DEFERRED COMPENSATION PLAN | 9 Months Ended |
Sep. 30, 2023 | |
Compensation Related Costs [Abstract] | |
DEFERRED COMPENSATION PLAN | 10. DEFERRED COMPENSATION PLAN In 2018, the Company entered into a deferred compensation agreement with a former minority stockholder. The agreement provides for deferred income benefits and is payable over the post-retirement period. The Company accrues the present value of the estimated future benefit payments over the period from the date of the agreement to the retirement date. The minimum commitment for future compensation under the agreement is $ 15 15 24.5 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | 11. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of Common Stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock. SCHEDULE OF POTENTIAL SHARE ISSUANCES EXCLUDED FROM COMPUTATION OF EARNINGS (LOSS) PER SHARE Three Months Ended Nine Months Ended September 30, 2023 2022 2023 2022 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 407,189 205,335 407,189 205,335 Options to purchase Common Stock 1,166,333 350,668 1,166,333 350,668 Private warrants to purchase common shares from Anson Note 1,000,000 - 1,000,000 - Totals 3,037,094 1,019,575 3,037,094 1,019,575 Anti-dilutive securities 3,037,094 1,019,575 3,037,094 1,019,575 |
RESTRICTED STOCK AND STOCK OPTI
RESTRICTED STOCK AND STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
RESTRICTED STOCK AND STOCK OPTIONS | 12. RESTRICTED STOCK AND STOCK OPTIONS Options As of September 30, 2023, the Company had 1,166,333 1,166,333 three years 2.40 1,700 125.96 2 0.06 0 SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY Nine Months Ended September 30, 2023 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2023 576,333 $ 3.80 Granted 590,000 $ 1.03 Exercised - $ - Outstanding, ending September 30, 2023 1,166,333 $ 2.40 Exercisable at September 30, 2023 451,333 $ 3.46 The above table does not include the 429,000 Aggregate intrinsic value of options outstanding at September 30, 2023 was $ 0 0.40 During the three months ended September 30, 2023 and 2022, the Company charged a total of $ 100 300 400 1,100 As of September 30, 2023, the Company had $ 600 1,166,333 three years 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 of Common Stock 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 of Common Stock issuable under the January 2022 RSGA are valued as of the grant date at $ 5.04 187,500 62,500 62,500 62,500 With an effective date of January 24, 2023, 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 2023 (the January 2023 RSGAs). All shares of Common Stock issuable under the January 2023 RSGA are valued as of the grant date at $ 1.39 247,000 130,333 58,334 58,333 In the three months ended September 30, 2023 and 2022, stock-based compensation expense of $ 200 300 700 1,200 Stock-based compensation, excluding the January 2021, January 2022 and January 2023 RSGA, related to employee and director options totaled $ 150 0 150 100 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS Sale of Common Stock pursuant to S-3 Registration Statement Subsequent to September 30, 2023, 1,381,844 260 0.19 250 0.18 Execution of term sheet On October 23, 2023, the Company executed a non-binding term sheet with an institutional investor to provide an $ 8 Event of Default On November 13, 2023, the Company received notification from the Purchasers of the Senior Secured Convertible Note of an Event of Default as the Company failed to make the $ 1,442 Delisting Notice Extension On November 14, 2023, the Company received notice from the Nasdaq Stock Market that the cure period to regain compliance with the Bid Price Requirement has been extended for an additional 180 days until May 13, 2024. |
SUMMARY OF OPERATIONS AND SIG_2
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | a) Organization iSun, Inc. is a leading solar energy and clean mobility infrastructure Company with over 50 years of experience accelerating the adoption of innovative electrification technologies. The Company provides solar product services ranging from project origination, design, development, engineering, procurement, construction, storage, monitoring and maintenance for EV infrastructure, residential, commercial, industrial 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 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, 2022. |
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 September 30, 2023 and December 31, 2022 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 nine months ended September 30, 2023 and September 30, 2022: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Performance obligations satisfied over time Solar $ 23,549 $ 16,836 $ 60,401 $ 45,311 Electric 3,773 1,994 9,081 4,510 Data and Network 587 204 792 776 Totals $ 27,909 $ 19,034 $ 70,274 $ 50,597 Revenue $ 27,909 $ 19,034 $ 70,274 $ 50,597 The following table disaggregates the Company’s revenue based operational division for the three and nine months ended September 30, 2023, and September 30, 2022: SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Residential $ 8,280 $ 11,338 $ 24,418 $ 27,684 Commercial and Industrial 18,836 5,933 43,471 19,085 Utility 793 1,763 2,385 3,828 Totals $ 27,909 $ 19,034 $ 70,274 $ 50,597 Revenue $ 27,909 $ 19,034 $ 70,274 $ 50,597 3) Variable Consideration The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders; award and incentive fees; and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount. Factors considered in determining whether revenue associated with claims (including change orders in dispute and unapproved change orders in regard to both scope and price) should be recognized include the following: (a) the contract or other evidence provides a legal basis for the claim, (b) additional costs were caused by circumstances that were unforeseen at the contract date and not the result of deficiencies in the Company’s performance, (c) claim-related costs are identifiable and considered reasonable in view of the work performed, and (d) evidence supporting the claim is objective and verifiable. If the requirements for recognizing revenue for claims or unapproved change orders are met, revenue is recorded only when the costs associated with the claims or unapproved change orders have been incurred. Back charges to suppliers or subcontractors are recognized as a reduction of cost when it is determined that recovery of such cost is probable and the amounts can be reliably estimated. Disputed back charges are recognized when the same requirements described above for claims accounting have been satisfied. 4) Remaining Performance Obligation Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. 5) Warranties The Company generally provides limited workmanship warranties up to five years for work performed under its construction contracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. Historically, warranty claims have not resulted in material costs incurred, and any estimated costs for warranties are included in the individual contract cost estimates for purposes of accounting for long-term contracts. |
Accounts Receivable | 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, is estimated based on historical losses, the existing economic condition, and the financial stability of the Company’s customers. Accounts are written off against the reserve when they are determined to be uncollectible. |
Contract Assets and Liabilities | f) Contract Assets and Liabilities The timing of revenue recognition, billings and cash collections results in contracts receivable, retainage receivable, contract assets and contract liabilities on the accompanying consolidated balance sheet. Included in contract assets is revenue in excess of billings and conditional retainage on uncompleted contracts. Included in contract liabilities is billings and conditional retainage in excess of revenue earned on uncompleted contracts. Also included in contract assets and contract liabilities is “conditional retainage” representing work performed by the Company for a customer that is retained pending the completion of the terms within the contract. Upon completion of the contract terms the conditional retainage is billed and collectible based on the passage of time at which time the amount is presented as a retainage receivable. On a contract by contract basis, the conditional retainage is included in the contract asset “revenue in excess of billings and conditional retainage in excess on uncompleted contracts” and contract liability “billings and conditional retainage in excess of revenue earned on uncompleted contracts” to arrive at a net contract asset or liability by contract. The following table provides information about contract assets and liabilities at: SCHEDULE OF CONTRACT ASSET AND LIABILITIES September 30, 2023 December 31, 2022 Contract Assets Revenue in excess of billings on uncompleted contracts $ 10,934 $ 6,887 Conditional retainage 551 437 Total Contract Assets 11,485 7,324 Contract Liabilities Billings in excess of revenue on uncompleted contracts 6,439 5,419 Conditional retainage - - Total Contract Liabilities $ 6,439 $ 5,419 Project Assets Project assets primarily consist of costs related to solar power projects that are in various stages of development that are capitalized prior to the completion of the sale of the project and are actively marketed and intended to be sold. In contrast to contract assets, the Company holds a controlling interest in the project itself. These project related costs include costs for land, development, and construction of a PV solar power system. Development costs may include legal, consulting, permitting, transmission upgrade, interconnection, and other similar costs. The Company typically classifies project assets as noncurrent due to the nature of solar power projects (long-lived assets) and the time required to complete all activities to develop, construct, and sell projects, which is typically longer than 12 months. Once the Company enters into a definitive sales agreement, such project assets are classified as current until the sale is completed and the Company has met all of the criteria to recognize the sale as revenue. Any income generated by a project while it remains within project assets is accounted for as a reduction to the basis in the project. If a project is completed and begins commercial operation prior to the closing of a sales arrangement, the completed project will remain in project assets until placed in service. All expenditures related to the development and construction of project assets, whether fully or partially owned, are presented as a component of cash flows from operating activities. Project assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A project is considered commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. A partially developed or partially constructed project is considered to be commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. The Company examines a number of factors to determine if the project is expected to be recoverable, including whether there are any changes in environmental, permitting, market pricing, regulatory, or other conditions that may impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated fair value, with the resulting impairment recorded within “Selling, general and administrative” expense. Project assets were $ 0 |
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 September 30, 2023, the uninsured balances were approximately $ 3,554 |
Use of Estimates | f) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used to review the Company’s impairments and estimations of long-lived assets, impairment on investment, estimates in recording business combinations, goodwill, intangibles, revenue recognition utilizing a cost-to-cost method, allowances for uncollectible accounts, impairment on investments, warrant liability and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Recently Issued Accounting Pronouncements | g) Recently Issued Accounting Pronouncements The Company is an emerging growth company until at minimum December 31, 2024. The Company will maintain the election available to an emerging growth company to use any extended transition period applicable to non-public companies when complying with a new or revised accounting standard. The Company retains its emerging growth status and therefore elects to adopt new or revised accounting standards on the adoption date required for a private company. In March 2023, the FASB issued ASU No. 2014-01, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects |
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. 2,592 |
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 at net realizable value with reserves for obsolete inventory of $ 0 |
Segment Information | k) Segment Information The Company currently operates in four segments based upon our organizational structure and the way in which our operations are managed and evaluated. The first segment is Residential which are projects smaller in size and shorter in duration. The second operating segment is Commercial and Industrial which includes projects that are commonly larger in size and longer in duration serving commercial and industrial customers. The third operating segment is Utility which includes design, development, project origination and other professional services as well as projects that are commonly larger in size and longer in duration serving utility-scale customers. The fourth segment is Corporate, which is responsible for general company oversight and management. Disaggregating the corporate costs from the revenue operations simplifies the performance evaluation of the Residential, Commercial and Industrial, and Utility segments. |
Legal contingencies | l) Legal contingencies The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. No reserves were deemed necessary as of September 30, 2023. |
Inflation risk | m) Inflation risk Changes in economic conditions, including inflation, rising interest rates, lower consumer confidence, volatile equity capital markets and ongoing supply chain disruptions may affect our business, revenues and earnings adversely. |
Reclassification | n) Reclassification Certain prior period amounts presented on the Company’s financial statements have been reclassified in order to conform to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
SUMMARY OF OPERATIONS AND SIG_3
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 nine months ended September 30, 2023 and September 30, 2022: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Performance obligations satisfied over time Solar $ 23,549 $ 16,836 $ 60,401 $ 45,311 Electric 3,773 1,994 9,081 4,510 Data and Network 587 204 792 776 Totals $ 27,909 $ 19,034 $ 70,274 $ 50,597 Revenue $ 27,909 $ 19,034 $ 70,274 $ 50,597 |
SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT | The following table disaggregates the Company’s revenue based operational division for the three and nine months ended September 30, 2023, and September 30, 2022: SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Residential $ 8,280 $ 11,338 $ 24,418 $ 27,684 Commercial and Industrial 18,836 5,933 43,471 19,085 Utility 793 1,763 2,385 3,828 Totals $ 27,909 $ 19,034 $ 70,274 $ 50,597 Revenue $ 27,909 $ 19,034 $ 70,274 $ 50,597 |
SCHEDULE OF CONTRACT ASSET AND LIABILITIES | SCHEDULE OF CONTRACT ASSET AND LIABILITIES September 30, 2023 December 31, 2022 Contract Assets Revenue in excess of billings on uncompleted contracts $ 10,934 $ 6,887 Conditional retainage 551 437 Total Contract Assets 11,485 7,324 Contract Liabilities Billings in excess of revenue on uncompleted contracts 6,439 5,419 Conditional retainage - - Total Contract Liabilities $ 6,439 $ 5,419 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | SCHEDULE OF ACCOUNTS RECEIVABLE September 30, 2023 December 31, 2022 Accounts receivable - contracts in progress $ 12,752 $ 8,502 Accounts receivable – retainage 551 583 Accounts receivable 13,303 9,085 Allowance for doubtful accounts (176 ) (302 ) Total $ 13,127 $ 8,783 |
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 September 30, 2023 and December 31, 2022: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES September 30, 2023 December 31, 2022 Contract assets $ 10,843 $ 6,648 Unbilled receivables, included in costs in excess of billings 91 93 Costs and estimated earnings in excess of billings 10,934 6,741 Retainage 551 583 Total $ 11,485 $ 7,324 |
CONTRACTS IN PROGRESS (Tables)
CONTRACTS IN PROGRESS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Contracts In Progress | |
SCHEDULE OF CONTRACTS IN PROGRESS | SCHEDULE OF CONTRACTS IN PROGRESS September 30, 2023 December 31, 2022 Expenditures to date on uncompleted contracts $ 54,092 $ 31,215 Estimated earnings thereon 4,008 2,509 Contract costs 58,100 33,724 Less billings to date (53,145 ) (31,912 ) Contract costs, net of billings 4,955 1,812 Plus under billings remaining on contracts 100% complete 91 93 Total $ 5,046 $ 1,905 Included in accompany balance sheets under the following captions: September 30, 2023 December 31, 2022 Contract assets $ 11,485 $ 7,324 Contract liabilities (6,439 ) (5,419 ) Total $ 5,046 $ 1,905 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT NET REVENUE | Segment net revenue, segment operating expenses and segment contribution (loss) information consisted of the following for the three and nine months ended September 30, 2023. SCHEDULE OF SEGMENT NET REVENUE Three months ended September 30, 2023 Residential Commercial Utility Corporate Total Net revenue $ 8,280 $ 18,755 $ 874 $ - $ 27,909 Cost of earned revenue 5,993 15,511 977 - 22,481 Income (loss) before operating expenses 2,287 3,244 (103 ) - 5,428 Operating expenses Warehousing and other operating expenses - 183 - - 183 General and administrative expenses 3,117 1,122 243 1,265 5,747 Segment contribution (loss) (830 ) 1,939 (346 ) (1,265 ) (502 ) Stock based compensation – general and administrative - - - 494 494 Depreciation and amortization 495 287 - - 782 Operating (loss) income $ (1,325 ) $ 1,653 $ (346 ) (1,759 ) $ (1,778 ) Nine months ended September 30, 2023 Residential Commercial Utility Corporate Total Net revenue $ 24,418 $ 44,682 $ 1,174 $ - $ 70,274 Cost of earned revenue 17,537 36,356 1,467 - 55,360 Income (loss) before operating expenses 6,881 8,326 (293 ) - 14,914 Operating expenses Warehousing and other operating expenses - 634 - - 634 General and administrative expenses 8,495 3,962 894 3,579 16,930 Segment contribution (loss) (1,614 ) 3,730 (1,187 ) (3,579 ) (2,650 ) Stock based compensation – general and administrative - - - 1,240 1,240 Depreciation and amortization 1,480 814 - - 2,294 Operating (loss) income $ (3,094 ) $ 2,916 $ (1,187 ) (4,819 ) $ (6,184 ) Assets by operating segment are as follows: September 30, Residential $ 21,208 Commercial and Industrial 27,605 Utility 1,742 Corporate 23,218 Assets $ 73,773 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
SCHEDULE OF OPERATING LEASE | SCHEDULE OF OPERATING LEASE September 30, 2023 December 31, 2022 Operating lease right-of-use assets $ 6,479 $ 6,960 Operating lease liabilities—short term 598 588 Operating lease liabilities—long term 6,261 6,711 Total operating lease liabilities $ 6,859 $ 7,299 |
SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE | As of September 30, 2023, the weighted average remaining lease term for operating leases was 10.33 3.33 SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE Year ending December 31: Amount Remaining 2023 $ 204 2024 805 2025 798 2026 796 2027 797 2028 804 Thereafter 3,937 Total lease payments 8,141 Less: interest (1,282 ) Total operating leases liability $ 6,859 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SUMMARY OF LONG-TERM DEBT | SUMMARY OF LONG-TERM DEBT September 30, 2023 December 31, 2022 NBT Bank, National Association, 4.25% interest rate, secured by all business assets, payable in monthly installments of $5,869 through September 2026, with a balloon payment at maturity. $ 564 $ 598 NBT Bank, National Association, 4.25 5,869 $ 564 $ 598 NBT Bank, National Association, 4.15 3,677 108 137 NBT Bank, National Association, 4.20 5,598 284 325 NBT Bank, National Association, repaid in May 2023. - 14 Various vehicle loans, interest ranging from 0 9.25 40,167 1,346 1,271 National Bank of Middlebury, repaid in May 2023. - 21 Senior secured convertible notes payable, 5 monthly payments th 7,933 12,500 CSA 36: Payable in monthly installments of $ 2,414 5.5 98 115 CSA 36: Payable in monthly interest only installments of $ 1,104 552 2,485 20,142 11.25 118 118 Equipment loans 32 56 Long-term debit 10,483 15,155 Less current portion (8,544 ) (5,374 ) Long-term debt, including debt issuance costs 1,939 9,781 Less debt issuance costs (1,056 ) (1,555 ) Long-term debt $ 883 $ 8,226 |
SCHEDULE OF MATURITIES OF LONG-TERM DEBT | SCHEDULE OF MATURITIES OF LONG-TERM DEBT Year ending December 31: Amount Remainder of 2023 $ 8,088 2024 590 2025 511 2026 901 2027 187 2028 and thereafter 206 Total $ 10,483 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS | SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS Input Mark-to-Market Measurement at September 30, 2023 Mark-to-Market Measurement at December 31, 2022 Risk-free rate 4,81 % 3.88 % Remaining term in years 0.72 4.91 1.47 Expected volatility 140.91 % 147.02 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 0.22 $ 1.30 |
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS | SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Fair Value Measurement as of September 30, 2023 Total Level 1 Level 2 Level 3 Liabilities: Private Warrants $ 178 - - $ 178 Fair Value Measurement as of December 31, 2022 Total Level 1 Level 2 Level 3 Liabilities: Private Warrants $ 10 - - $ 10 |
SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS | SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS September 30, 2023 December 31, 2022 Beginning balance $ 10 $ 148 Fair value adjustment – Warrant liability 168 (138 ) Ending balance $ 178 $ 10 |
UNION ASSESSMENTS (Tables)
UNION ASSESSMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Union Assessments | |
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 nine months ended September 30, 2023 and 2022, the Company incurred the following union assessments. SCHEDULE OF UNION ASSESSMENTS Three Months Ended Nine Months Ended September 30, 2023 2022 2023 2022 Pension fund $ 198 $ 82 $ 472 $ 326 Welfare fund 360 160 954 814 National employees benefit fund 47 21 103 74 Joint apprenticeship and training committee 37 6 75 32 401(k) matching 42 31 162 123 Total $ 684 $ 300 $ 1,766 $ 1,369 Union assessments $ 684 $ 300 $ 1,766 $ 1,369 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF POTENTIAL SHARE ISSUANCES EXCLUDED FROM COMPUTATION OF EARNINGS (LOSS) PER SHARE | SCHEDULE OF POTENTIAL SHARE ISSUANCES EXCLUDED FROM COMPUTATION OF EARNINGS (LOSS) PER SHARE Three Months Ended Nine Months Ended September 30, 2023 2022 2023 2022 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 407,189 205,335 407,189 205,335 Options to purchase Common Stock 1,166,333 350,668 1,166,333 350,668 Private warrants to purchase common shares from Anson Note 1,000,000 - 1,000,000 - Totals 3,037,094 1,019,575 3,037,094 1,019,575 Anti-dilutive securities 3,037,094 1,019,575 3,037,094 1,019,575 |
RESTRICTED STOCK AND STOCK OP_2
RESTRICTED STOCK AND STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY | SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY Nine Months Ended September 30, 2023 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2023 576,333 $ 3.80 Granted 590,000 $ 1.03 Exercised - $ - Outstanding, ending September 30, 2023 1,166,333 $ 2.40 Exercisable at September 30, 2023 451,333 $ 3.46 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 27,909 | $ 19,034 | $ 70,274 | $ 50,597 |
Solar Operations [Member] | ||||
Revenue | 23,549 | 16,836 | 60,401 | 45,311 |
Electric Operations [Member] | ||||
Revenue | 3,773 | 1,994 | 9,081 | 4,510 |
Data and Network Operations [Member] | ||||
Revenue | $ 587 | $ 204 | $ 792 | $ 776 |
SCHEDULE OF REVENUE BASED OPERA
SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 27,909 | $ 19,034 | $ 70,274 | $ 50,597 |
Residential [Member] | ||||
Revenue | 8,280 | 11,338 | 24,418 | 27,684 |
Commercial and Industrial [Member] | ||||
Revenue | 18,836 | 5,933 | 43,471 | 19,085 |
Utility [Member] | ||||
Revenue | $ 793 | $ 1,763 | $ 2,385 | $ 3,828 |
SCHEDULE OF CONTRACT ASSET AND
SCHEDULE OF CONTRACT ASSET AND LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Revenue in excess of billings on uncompleted contracts | $ 10,934 | $ 6,887 |
Conditional retainage | 551 | 437 |
Total Contract Assets | 11,485 | 7,324 |
Billings in excess of revenue on uncompleted contracts | 6,439 | 5,419 |
Conditional retainage | ||
Total Contract Liabilities | $ 6,439 | $ 5,419 |
SUMMARY OF OPERATIONS AND SIG_4
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Uninsured cash balances | $ 3,554 | $ 3,554 | |||
Gain on forgiveness of PPP loan | $ 2,592 | ||||
Inventory allowance | $ 0 | 0 | $ 0 | ||
PPP [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Gain on forgiveness of PPP loan | $ 2,592 | ||||
Solar Power Projects [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Project assets | $ 0 | $ 0 |
LIQUIDITY AND FINANCIAL CONDI_2
LIQUIDITY AND FINANCIAL CONDITION (Details Narrative) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 USD ($) MW | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Operating loss | $ 7,800 | ||
Cash in operations | 3,800 | ||
Cash | 5,600 | $ 5,455 | |
Working capital | 7,600 | ||
Proceeds from issuance or sale of equity | 6,358 | $ 13,937 | |
Common Stock [Member] | |||
Proceeds from issuance or sale of equity | 10,900 | ||
Residential [Member] | |||
Customer orders | $ 15,000 | ||
Residential [Member] | Minimum [Member] | |||
Completion period | 3 months | ||
Residential [Member] | Maximum [Member] | |||
Completion period | 5 months | ||
Commercial [Member] | |||
Contracted backlog | $ 140,300 | ||
Industrial [Member] | |||
Contracted backlog | $ 6,500 | ||
Utility [Member] | |||
Projects under development | MW | 1,600 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 13,303 | $ 9,085 |
Allowance for doubtful accounts | (176) | (302) |
Total | 13,127 | 8,783 |
Contracts in Progress [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 12,752 | 8,502 |
Retainage [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 551 | $ 583 |
SCHEDULE OF CONTRACT ASSETS AND
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Contract assets | $ 10,843 | $ 6,648 |
Unbilled receivables, included in costs in excess of billings | 91 | 93 |
Costs and estimated earnings in excess of billings | 10,934 | 6,741 |
Retainage | 551 | 583 |
Total | $ 11,485 | $ 7,324 |
ACCOUNTS RECEIVABLE (Details Na
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Receivables [Abstract] | |||
Bad debt expense | $ 50 | $ 87 | $ 145 |
SCHEDULE OF CONTRACTS IN PROGRE
SCHEDULE OF CONTRACTS IN PROGRESS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Capitalized Contract Cost [Line Items] | ||
Contract costs | $ 58,100 | $ 33,724 |
Less billings to date | (53,145) | (31,912) |
Contract costs, net of billings | 4,955 | 1,812 |
Plus under billings remaining on contracts 100% complete | 91 | 93 |
Total | 5,046 | 1,905 |
Contract assets | 11,485 | 7,324 |
Contract liabilities | (6,439) | (5,419) |
Expenditures on Uncompleted Contracts [Member] | ||
Capitalized Contract Cost [Line Items] | ||
Contract costs | 54,092 | 31,215 |
Estimated Earnings Thereon [Member] | ||
Capitalized Contract Cost [Line Items] | ||
Contract costs | $ 4,008 | $ 2,509 |
SCHEDULE OF SEGMENT NET REVENUE
SCHEDULE OF SEGMENT NET REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 27,909 | $ 70,274 | |||
Cost of earned revenue | 22,481 | $ 15,417 | 55,360 | $ 40,057 | |
Income (loss) before operating expenses | 5,428 | 3,617 | 14,914 | 10,540 | |
Operating expenses | |||||
Warehousing and other operating expenses | 183 | 172 | 634 | 1,539 | |
General and administrative expenses | 5,747 | 5,965 | 16,930 | 17,474 | |
Segment contribution (loss) | (502) | (2,650) | |||
Stock based compensation – general and administrative | 494 | 1,240 | 2,402 | ||
Depreciation and amortization | 782 | 1,770 | 2,294 | 5,300 | |
Operating (loss) income | (1,778) | $ (4,857) | (6,184) | $ (16,175) | |
Assets | 73,773 | 73,773 | $ 67,481 | ||
Residential [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 8,280 | 24,418 | |||
Cost of earned revenue | 5,993 | 17,537 | |||
Income (loss) before operating expenses | 2,287 | 6,881 | |||
Operating expenses | |||||
Warehousing and other operating expenses | |||||
General and administrative expenses | 3,117 | 8,495 | |||
Segment contribution (loss) | (830) | (1,614) | |||
Stock based compensation – general and administrative | |||||
Depreciation and amortization | 495 | 1,480 | |||
Operating (loss) income | (1,325) | (3,094) | |||
Assets | 21,208 | 21,208 | |||
Commercial and Industrial [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 18,755 | 44,682 | |||
Cost of earned revenue | 15,511 | 36,356 | |||
Income (loss) before operating expenses | 3,244 | 8,326 | |||
Operating expenses | |||||
Warehousing and other operating expenses | 183 | 634 | |||
General and administrative expenses | 1,122 | 3,962 | |||
Segment contribution (loss) | 1,939 | 3,730 | |||
Stock based compensation – general and administrative | |||||
Depreciation and amortization | 287 | 814 | |||
Operating (loss) income | 1,653 | 2,916 | |||
Assets | 27,605 | 27,605 | |||
Utility [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 874 | 1,174 | |||
Cost of earned revenue | 977 | 1,467 | |||
Income (loss) before operating expenses | (103) | (293) | |||
Operating expenses | |||||
Warehousing and other operating expenses | |||||
General and administrative expenses | 243 | 894 | |||
Segment contribution (loss) | (346) | (1,187) | |||
Stock based compensation – general and administrative | |||||
Depreciation and amortization | |||||
Operating (loss) income | (346) | (1,187) | |||
Assets | 1,742 | 1,742 | |||
Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | |||||
Cost of earned revenue | |||||
Income (loss) before operating expenses | |||||
Operating expenses | |||||
Warehousing and other operating expenses | |||||
General and administrative expenses | 1,265 | 3,579 | |||
Segment contribution (loss) | (1,265) | (3,579) | |||
Stock based compensation – general and administrative | 494 | 1,240 | |||
Depreciation and amortization | |||||
Operating (loss) income | (1,759) | (4,819) | |||
Assets | $ 23,218 | $ 23,218 |
SCHEDULE OF OPERATING LEASE (De
SCHEDULE OF OPERATING LEASE (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 6,479 | $ 6,960 |
Operating lease liabilities—short term | 598 | 588 |
Operating lease liabilities—long term | 6,261 | 6,711 |
Total operating lease liabilities | $ 6,859 | $ 7,299 |
SCHEDULE OF ESTIMATED FUTURE MI
SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Remaining 2023 | $ 204 | |
2024 | 805 | |
2025 | 798 | |
2026 | 796 | |
2027 | 797 | |
2028 | 804 | |
Thereafter | 3,937 | |
Total lease payments | 8,141 | |
Less: interest | (1,282) | |
Total operating leases liability | $ 6,859 | $ 7,299 |
LEASES (Details Narrative)
LEASES (Details Narrative) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) ft² | Dec. 31, 2018 USD ($) | Dec. 31, 2017 USD ($) | Dec. 31, 2015 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||
Annual rent | $ 26 | $ 4 | ||||||
Operating lease annual increase percentage | 2% | 2% | ||||||
Lease expense | $ 58 | $ 184 | ||||||
Operating lease payments | 612 | |||||||
Operating lease, right-of-use asset, amortization expense | $ 481 | |||||||
Operating lease, weighted average remaining lease term | 10 years 3 months 29 days | 10 years 3 months 29 days | ||||||
Operating lease, weighted average discount rate, percent | 3.33% | 3.33% | ||||||
Property, Plant and Equipment [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, right-of-use asset, amortization expense | $ 481 | |||||||
Lease expense including interest | $ 440 | |||||||
Vehicles and Office Equipment [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Annual rent | $ 35 | |||||||
First Lease Annual Rent [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Annual rent | $ 3 | |||||||
Second Lease Annual Rent [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Annual rent | $ 3 | |||||||
Williston [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Annual rent | $ 108 | |||||||
Operating lease annual increase percentage | 2% | |||||||
Waterbury [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Annual rent | $ 28 | |||||||
Operating lease annual increase percentage | 3% | |||||||
Rhinebeck [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Annual rent | $ 7 | |||||||
Office Building [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Warehouse | ft² | 6,250 | |||||||
Warehouse [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Warehouse | ft² | 6,500 | |||||||
Minimum [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, remaining lease term | 1 year | 1 year | ||||||
Maximum [Member] | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease, remaining lease term | 18 years | 18 years |
SUMMARY OF LONG-TERM DEBT (Deta
SUMMARY OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Long-term debit | $ 10,483 | $ 15,155 |
Less current portion | (8,544) | (5,374) |
Long-term debt, including debt issuance costs | 1,939 | 9,781 |
Less debt issuance costs | (1,056) | (1,555) |
Long-term debt | 883 | 8,226 |
NBT Bank National Association 4.25% Interest Rate [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 564 | 598 |
NBT Bank National Association 4.15% Interest Rate [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 108 | 137 |
NBT Bank National Association 4.20% Interest Rate [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 284 | 325 |
NBT Bank National Association Repaid in May 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 14 | |
Vehicle Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 1,346 | 1,271 |
National Bank of Middlebury Secured Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 21 | |
Senior Secured Convertible Notes Payable 5% [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 7,933 | 12,500 |
CSA 36 Secured Debt Interest Rate 55% [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 98 | 115 |
CSA 36 Secured Debt Interest Rate 11.25% [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 118 | 118 |
Equipment Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | $ 32 | $ 56 |
SUMMARY OF LONG-TERM DEBT (De_2
SUMMARY OF LONG-TERM DEBT (Details) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
NBT Bank National Association 4.25% Interest Rate [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 4.25% |
Installment payment | $ 5,869 |
NBT Bank National Association 4.15% Interest Rate [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 4.15% |
Installment payment | $ 3,677 |
NBT Bank National Association 4.20% Interest Rate [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 4.20% |
Installment payment | $ 5,598 |
Vehicle Loans [Member] | |
Short-Term Debt [Line Items] | |
Installment payment | $ 40,167 |
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 | 9.25% |
Senior Secured Convertible Notes Payable 5% [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 5% |
Frequency of payment | monthly payments |
CSA 36 Secured Debt Interest Rate 55% [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 5.50% |
Installment payment | $ 2,414 |
CSA 36 Secured Debt Interest Rate 11.25% [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 11.25% |
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) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2023 | $ 8,088 |
2024 | 590 |
2025 | 511 |
2026 | 901 |
2027 | 187 |
2028 and thereafter | 206 |
Total | $ 10,483 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 9 Months Ended | ||
Nov. 04, 2022 | Sep. 30, 2023 | Aug. 30, 2023 | |
Debt Instrument [Line Items] | |||
Share Price | $ 2.66 | ||
Repayments of convertible notes | $ 3,825,000 | ||
Common Stock [Member] | |||
Debt Instrument [Line Items] | |||
Shares issued | 6,340,411 | ||
Warrant [Member] | |||
Debt Instrument [Line Items] | |||
Warrants to acquire an common stock | 1,000,000 | ||
Exercise price of warrants | $ 1 | ||
Warrants and rights outstanding, term | 5 years | ||
Investor [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 1,442 | ||
Exercise price of warrants | $ 1 | ||
Senior Secured Convertible First Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 12,500,000 | ||
Discount percentage | 6% | ||
Gross proceeds from debt | $ 11,750,000 | ||
Senior Secured Convertible Second Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 12,500,000 | ||
Discount percentage | 6% | ||
Senior Secured Convertible Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 25,000,000 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Nov. 04, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of common stock | $ 2.66 | ||
Private Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Risk-free rate | 4.81% | 3.88% | |
Remaining term in years | 1 year 5 months 19 days | ||
Expected volatility | 140.91% | 147.02% | |
Exercise price | $ 11.50 | $ 11.50 | |
Fair value of common stock | $ 0.22 | $ 1.30 | |
Private Warrants [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Remaining term in years | 8 months 19 days | ||
Private Warrants [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Remaining term in years | 4 years 10 months 28 days |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | $ 178 | $ 10 |
Private Warrants [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | 178 | 10 |
Private Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Private Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | ||
Private Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liabilities | $ 178 | $ 10 |
SCHEDULE OF ROLL FORWARD OF LEV
SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |||||
Beginning balance | $ 10 | $ 148 | $ 148 | ||
Fair value adjustment – Warrant liability | $ 178 | $ (7) | 168 | $ (98) | (138) |
Ending balance | $ 178 | $ 178 | $ 10 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - Warrant [Member] | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Number of new shares issued | 1,000,000 | 1,000,000 |
Private warrants to acquire shares of common stock | 1,069,144 | 1,069,144 |
SCHEDULE OF UNION ASSESSMENTS (
SCHEDULE OF UNION ASSESSMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Union assessments | $ 684 | $ 300 | $ 1,766 | $ 1,369 |
Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Union assessments | 198 | 82 | 472 | 326 |
Welfare Fund [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Union assessments | 360 | 160 | 954 | 814 |
National Employees Benefit Fund [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Union assessments | 47 | 21 | 103 | 74 |
Joint Apprenticeship and Training Committee [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Union assessments | 37 | 6 | 75 | 32 |
401 (K) Matching Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Union assessments | $ 42 | $ 31 | $ 162 | $ 123 |
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 | $ 15 |
Net present value of future compensation | $ 15 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 3,037,094 | 1,019,575 | 3,037,094 | 1,019,575 |
Options to Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 429,000 | 429,000 | 429,000 | 429,000 |
Warrants to Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 34,572 | 34,572 | 34,572 | 34,572 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 407,189 | 205,335 | 407,189 | 205,335 |
Unvested Options to Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 1,166,333 | 350,668 | 1,166,333 | 350,668 |
Private Warrants to Purchase Common Shares From Anson Note [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 1,000,000 | 1,000,000 |
SCHEDULE OF SHARE BASED PAYMENT
SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY (Details) - Share-Based Payment Arrangement, Option [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Outstanding Balance | shares | 576,333 |
Weighted average exercise price, Outstanding | $ / shares | $ 3.80 |
Number of Options, Granted | shares | 590,000 |
Weighted average exercise price, Granted | $ / shares | $ 1.03 |
Number of Options, Exercised | shares | |
Weighted average exercise price, Exercised | $ / shares | |
Number of Options, Outstanding Balance | shares | 1,166,333 |
Weighted average exercise price, Outstanding | $ / shares | $ 2.40 |
Number of Options, Exercisable | shares | 451,333 |
Weighted average exercise price, Exercisable | $ / 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 | 9 Months Ended | |||||||
Jan. 24, 2023 | Jan. 24, 2022 | Jan. 04, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 04, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option to purchase common stock | 429,000 | ||||||||
Share price | $ 2.66 | ||||||||
Non-Qualified Stock Options [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares available | 1,166,333 | 1,166,333 | |||||||
Number of shares available for grant | 1,166,333 | 1,166,333 | |||||||
Stock option period | 3 years | ||||||||
Exercised | $ 2.40 | ||||||||
Fair value | $ 1,700 | ||||||||
Volatility | 125.96% | ||||||||
Expected term | 2 years | ||||||||
Risk free rate | 0.06% | ||||||||
Dividend yield | 0% | ||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares available | 1,166,333 | 1,166,333 | 576,333 | ||||||
Aggregate intrinsic value of options outstanding | $ 0 | $ 0 | |||||||
Share price | $ 0.40 | $ 0.40 | |||||||
Stock-based compensation expense | $ 100 | $ 300 | $ 400 | $ 1,100 | |||||
Unrecognized stock-based compensation expense | $ 600 | $ 600 | |||||||
Unrecognized share based compensation, shares | 1,166,333 | 1,166,333 | |||||||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Period for recognition | 3 years | ||||||||
Restricted Stock [Member] | Officer [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Grant date fair value | $ 1.39 | $ 5.04 | $ 6.15 | ||||||
Shares granted | 247,000 | 187,500 | 241,000 | ||||||
Stock based compensation expense | $ 200 | 300 | $ 700 | 1,200 | |||||
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 | 130,333 | 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 | 58,334 | 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 | 58,333 | 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 | $ 150 | $ 0 | $ 150 | $ 100 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||
Oct. 23, 2023 | Oct. 26, 2023 | Nov. 13, 2023 | Nov. 04, 2022 | |
Subsequent Event [Line Items] | ||||
Share price | $ 2.66 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Loan processing fee | $ 8,000,000 | |||
B Riley Sales Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued in transaction | 1,381,844 | |||
Proceeds from issuance of common stock | $ 260,000 | |||
Shares issued price per shares | $ 0.19 | |||
Net proceeds from issuance of common stock | $ 250,000 | |||
Share price | $ 0.18 | |||
Letter Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument face amount | $ 1,442 |