Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 12, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 7.6 | ||
Entity Common Stock, Shares Outstanding | 47,384,672 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 3,463 | $ 5,455 |
Accounts receivable, net of credit losses of $163 and $302 respectively | 12,987 | 8,783 |
Contract assets, | 12,560 | 7,324 |
Inventory | 1,494 | 2,536 |
Other current assets | 973 | 1,625 |
Total current assets | 31,477 | 25,723 |
Other assets: | ||
Property and equipment, net of accumulated depreciation | 7,808 | 8,440 |
Operating lease right-of-use asset, net | 6,318 | 6,960 |
Captive insurance investment | 629 | 270 |
Intangible assets, net | 12,439 | 14,038 |
Investments | 8,000 | 12,020 |
Other assets | 30 | 30 |
Total assets | 66,701 | 67,481 |
Current Liabilities: | ||
Accounts payable | 20,532 | 12,941 |
Accrued expenses | 5,382 | 5,868 |
Operating lease liability | 596 | 588 |
Contract liabilities | 7,024 | 5,419 |
Current portion of deferred compensation | 31 | |
Current portion of long-term debt | 1,820 | 5,374 |
Total current liabilities | 35,354 | 30,221 |
Long-term liabilities: | ||
Warrant liability | 248 | 10 |
Operating lease liability, net of current portion | 6,114 | 6,711 |
Other liabilities | 21 | 3,026 |
Long-term debt, net of current portion | 7,962 | 8,226 |
Derivative liability | 3,882 | |
Total liabilities | 53,581 | 48,194 |
Commitments and Contingencies (Note 10) | ||
Temporary Equity: | ||
Series A Preferred stock – 0.0001 par value; $3,000,000 and $0 liquidation value; 300,000 and 0 shares authorized, issued and outstanding as of December 31, 2023 and 2022, respectively | ||
Stockholders’ equity: | ||
Common stock – 0.0001 par value 49,000,000 shares authorized, 47,317,508 and 15,083,109 issued and outstanding as of December 31, 2023 and 2022, respectively | 5 | 2 |
Additional paid-in capital | 87,317 | 74,070 |
Accumulated deficit | (74,202) | (54,785) |
Total Stockholders’ equity | 13,120 | 19,287 |
Total liabilities, temporary equity and stockholders’ equity | $ 66,701 | $ 67,481 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Allowance of credit losses | $ 163,000 | $ 302,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 49,000,000 | 49,000,000 |
Common stock, shares issued | 47,317,508 | 15,083,109 |
Common stock, shares outstanding | 47,317,508 | 15,083,109 |
Series A Preferred Stock [Member] | ||
Series A Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series A Preferred stock, liquidation value | $ 3,000,000 | $ 0 |
Series A Preferred stock, shares authorized | 300,000 | 0 |
Series A Preferred stock, shares issued | 300,000 | 0 |
Series A Preferred stock, shares outstanding | 300,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Earned revenue | $ 95,683 | $ 76,453 |
Cost of earned revenue | 77,767 | 60,481 |
Income before operating expenses | 17,916 | 15,972 |
Warehouse and other operating expenses | 824 | 1,765 |
General and administrative expenses | 21,618 | 22,411 |
Stock based compensation - general and administrative | 1,079 | 2,981 |
Impairment of goodwill | 37,150 | |
Impairment of investment | 4,020 | |
Depreciation and amortization | 3,069 | 7,071 |
Total operating expenses | 30,610 | 71,378 |
Operating loss | (12,694) | (55,406) |
Other income (expense) | ||
Gain on forgiveness of PPP loan | 2,592 | |
Change in fair value of warrant liability | (238) | 138 |
Loss on extinguishment of debt | (3,076) | |
Other expense | (500) | (504) |
Financing costs | (308) | |
Other financing costs | (863) | |
Interest expense | (1,694) | (1,351) |
Loss before income taxes | (19,373) | (54,531) |
Income tax expense (benefit) | 44 | (752) |
Net loss | $ (19,417) | $ (53,779) |
Weighted average shares of common stock outstanding | ||
Weighted average shares of Common Stock - Basic | 26,703,958 | 14,089,499 |
Weighted average shares of Common Stock - Diluted | 26,703,958 | 14,089,499 |
Basic | $ (0.73) | $ (3.82) |
Diluted | $ (0.73) | $ (3.82) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Series A Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | 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 | 11,825,878,000 | |||
Issuance under equity incentive plan | 3,866 | 3,866 | ||
Issuance under equity incentive plan, shares | 619,300 | |||
Redemption of Put Agreements | (5,079) | (5,079) | ||
Redemption of Put Agreements, shares | (575,966) | |||
Proceeds from the sale of Common Stock, net | $ 1 | 14,420 | 14,421 | |
Proceeds from the sales of common stock, net, shares | 3,213,897 | |||
Net loss | (53,779) | (53,779) | ||
Balance at Dec. 31, 2022 | $ 2 | 74,070 | (54,785) | 19,287 |
Balance,shares at Dec. 31, 2022 | 15,083,109,000 | |||
Issuance under equity incentive plan | 1,079 | 1,079 | ||
Issuance under equity incentive plan, shares | 621,450 | |||
Proceeds from the sale of Common Stock, net | $ 1 | 7,713 | 7,714 | |
Proceeds from the sales of common stock, net, shares | 21,572,538 | |||
Net loss | (19,417) | (19,417) | ||
Issuance of shares for acquisition of iSun Energy, LLC | ||||
Issuance of shares for acquisition of iSun Energy, LLC, shares | 200,000 | |||
Issuance of shares for debt amortization | 3,825 | 3,825 | ||
Issuance of shares for amortization , shares | 6,340,411 | |||
Issuance of Common Stock in connection with repayment of Anson Loan | $ 2 | 630 | 632 | |
Issuance of shares of common stock for repayment of debt, shares | 3,500,000 | |||
Balance at Dec. 31, 2023 | $ 5 | $ 87,317 | $ (74,202) | $ 13,120 |
Balance,shares at Dec. 31, 2023 | 47,317,508,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (19,417) | $ (53,779) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment of goodwill | 37,150 | |
Impairment of investment | 4,020 | |
Depreciation of property and equipment | 1,471 | 2,252 |
Bad debt expense | 67 | 145 |
Amortization of intangible assets | 1,599 | 4,820 |
Amortization of right-of-use asset | 642 | 660 |
Gain on forgiveness of PPP loan | (2,592) | |
Gain on sale of property and equipment | (36) | 78 |
Change in fair value of warrant liability | 238 | (138) |
Stock based compensation | 1,079 | 3,866 |
Deferred finance charge amortization | 1,049 | 413 |
Loss on extinguishment of debt | 3,076 | |
Deferred income taxes | (772) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,271) | 5,409 |
Other current assets | 652 | (554) |
Contract assets | (5,236) | (3,320) |
Inventory | 1,042 | (56) |
Accounts payable | 7,591 | (247) |
Accrued expenses | (486) | (1,760) |
Contract liabilities | 1,605 | 3,030 |
Other assets | 18 | |
Other liabilities | (3,005) | (349) |
Deferred compensation | (31) | (28) |
Operating lease liability | (589) | (564) |
Net cash used in operating activities | (8,940) | (6,318) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (616) | (512) |
Proceeds from sale of property and equipment | 169 | 1,267 |
Dividend receivable | 400 | |
Investment in captive insurance | (359) | |
Net cash (used in) provided by investing activities | (806) | 1,155 |
Cash flows from financing activities: | ||
Proceeds from line of credit | 20,453 | |
Payments to line of credit | (24,921) | |
Proceeds from long-term debt | 7,935 | (12,500) |
Payments of deferred finance charges | (1,654) | |
Payments of long-term debt | (7,895) | (7,344) |
Proceeds from sales of common stock, net | 7,714 | 14,421 |
Redemption of Put agreements | (5,079) | |
Net cash provided by financing activities | 7,754 | 8,376 |
Net (decrease) increase in cash | (1,992) | 3,213 |
Cash, beginning of year | 5,455 | 2,242 |
Cash, end of year | 3,463 | 5,455 |
Cash paid during the year for: | ||
Interest | 1,512 | 1,351 |
Income taxes | 7 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued employee incentive compensation settled in stock | 885 | |
Operating right-of-use lease asset and operating lease liability upon adoption of ASU 2016-02, Leases (Topic 842) | 268 | |
Vehicles purchased and financed | 356 | 465 |
Issuance of Series A Preferred Stock in connection with Anson loan repayment | 3,882 | |
Issuance of Common Stock in connection with Anson loan | 632 | |
Issuance of shares of Common Stock for repayment of debt | $ 3,825 |
SUMMARY OF OPERATIONS AND SIGNI
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 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 solar energy company providing design, development, engineering, procurement, installation, storage and electric vehicle infrastructure services for residential, commercial, industrial and utility customers across the United States. The Company also provides electrical contracting services and data and communication services. The work is performed under fixed-price and modified fixed-price contracts and time and materials contracts. The Company is incorporated in the State of Delaware and has its corporate headquarters in Williston, Vermont. 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) Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. The Company would cease to be an “emerging growth company” upon the earliest to occur of: the last day of the fiscal year in which it has more than $ 1.07 700 1.0 d) 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 December 31, 2023 and 2022, the Company had $ 0 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, all recognized over time, based on the timing of satisfaction of performance obligations for the years ended December 31: (In thousands) SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Performance obligations satisfied over time Solar $ 80,615 $ 68,936 Electric 13,672 6,354 Data and Network 1,396 1,163 Totals $ 95,683 $ 76,453 Revenue $ 95,683 $ 76,453 The following table disaggregates the Company’s revenue based operational division for the years ended December 31: (In thousands) SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT 2023 2022 Operations Residential $ 33,039 $ 39,513 Commercial and Industrial 61,470 32,750 Utility 1,174 4,190 Totals $ 95,683 $ 76,453 Revenue $ 95,683 $ 76,453 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. e) Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds. The Company maintains cash in bank accounts which, at times, may exceed federally insured limits. As part of its cash management process, the Company periodically reviews the relative credit standing of these banks. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible. The Company did not have any cash equivalents as of December 31, 2023. e) Accounts Receivable Accounts receivable are recorded when invoices are issued and presented on the balance sheet net of the allowance for credit losses. The allowance, which was $ 163 302 Concentration of accounts receivable consist of the following: SCHEDULE OF CONCENTRATION OF ACCOUNTS RECEIVABLE December 31, 2023 December 31, 2022 Customer A 18 % 0 % Customer B 13 % 0 % Customer C 10 % 0 % Customer D 6 % 0 % Customer E 3 % 5 % Customer F 1 % 5 % Customer G 0 % 7 % Customer H 4 % 15 % Concentration Risk Percentage 4 % 15 % f) Contract Assets and Liabilities Contract assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain met; (ii) direct costs, including commissions, labor related costs and permitting fees paid prior to recording revenue, and (iii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for larger construction contracts. Contract liabilities consist of deferred revenue, customer deposits and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Total contract assets and contract liabilities balances as of the respective dates are as follows: SCHEDULE OF CONTRACT ASSET AND LIABILITIES 2023 2022 (In thousands) Contract Assets $ 12,560 $ 7,324 Contract Liabilities 7,024 5,419 Contract assets are presented net of credit losses, which were immaterial for the years ended December 31, 2023 and 2022. Project Assets Project assets primarily consist of costs related to solar power projects that are in various stages of development that are capitalized prior to the completion of the sale of the project, and are actively marketed and intended to be sold. In contrast to contract assets, the Company holds a controlling interest in the project itself. These project related costs include costs for land, development, and construction of a PV solar power system. Development costs may include legal, consulting, permitting, transmission upgrade, interconnection, and other similar costs. The Company typically classifies project assets as noncurrent due to the nature of solar power projects (long-lived assets) and the time required to complete all activities to develop, construct, and sell projects, which is typically longer than 12 months. Once the Company enters into a definitive sales agreement, such project assets are classified as current until the sale is completed and the Company has met all of the criteria to recognize the sale as revenue. Any income generated by a project while it remains within project assets is accounted for as a reduction to the basis in the project. If a project is completed and begins commercial operation prior to the closing of a sales arrangement, the completed project will remain in project assets until placed in service. All expenditures related to the development and construction of project assets, whether fully or partially owned, are presented as a component of cash flows from operating activities. Project assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A project is considered commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. A partially developed or partially constructed project is considered to be commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. The Company examines a number of factors to determine if the project is expected to be recoverable, including whether there are any changes in environmental, permitting, market pricing, regulatory, or other conditions that may impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated fair value, with the resulting impairment recorded within “Selling, general and administrative” expense. Project Asset were $ 0 g) Property and Equipment Property and equipment greater than $ 5 The solar arrays represent project assets that the Company may temporarily own and operate after being placed into service. The Company reports solar arrays at cost, less accumulated depreciation. The Company begins depreciation on the solar arrays when they are placed in service. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Buildings and improvements 39 Vehicles 3 5 Tools and equipment 3 7 Solar arrays 20 Software 3 7 The cost of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation are eliminated from the accounts and any resulting gain or loss is included in operations. The cost of maintenance and repairs are charged to expense as incurred, while significant renewals or betterments are capitalized. h) Intangible Assets Intangible assets primarily consist of trademarks, intellectual property and backlog They are amortized ratably over a range of 1 10 i) Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests goodwill for potential impairment at least annually, or more frequently if an event or other circumstance indicates that the Company may not be able to recover the carrying amount of the net assets of the reporting unit. The Company has determined that the reporting unit is the entire company, due to the integration of all of the Company’s activities. In evaluating goodwill for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. However, due to the decline in Company’s market price, it was determined that it was more likely and not that the Goodwill was fully impaired as of December 31, 2022 and recorded an impairment of $ 37.2 j) Long-Lived Assets The Company assesses long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, the Company compares undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, the Company measures any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and such projections may vary from the cash flows eventually realized. The Company considers a long-lived asset to be abandoned after the Company has ceased use of such asset and it has no intent to use or repurpose the asset in the future. Abandoned long-lived assets are recorded at their salvage value, if any. k) Asset Retirement Obligations The Company develops, constructs, and operates certain solar arrays with land lease agreements that include a requirement for the removal of the assets at the end of the term of the agreement. The Company recognizes such asset retirement obligations (“ARO”) in the period in which they are incurred based on the present value of estimated third-party recommissioning costs, and it capitalizes the associated asset retirement costs as part of the carrying amount of the related assets. Once an asset is placed into service, the asset retirement cost is subsequently depreciated on a straight-line basis over the estimated useful life of the asset. Changes in AROs resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense. The AROs were not deemed material to the financial statements and as a result a liability was not recorded at December 31, 2023 and 2022. l) Concentration and Credit Risks The Company occasionally has cash balances in a single financial institution during the year in excess of the Federal Deposit Insurance Corporation (FDIC) limit of up to $ 250 1,895 3,300 m) Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The financial statements of the Company account for deferred tax assets and liabilities in accordance with Accounting Standards Codification (“ASC”) 740, Income taxes. The Company also uses a more-likely-than-not measurement for all tax positions taken or expected to be taken on a tax return in order for those tax positions to be recognized in the financial statements. If the Company were to incur interest and penalties related to income taxes, these would be included in the provision for income taxes. Generally, the three tax years previously filed remain subject to examination by federal and state tax authorities. n) Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity. o) Sales Tax The Company’s accounting policy is to exclude state sales tax collected and remitted from revenues and costs of sales, respectively. p) Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 impairment analysis of its intangible assets, impairment on investment, the valuation of the Company’s Series A Preferred Stock using the Monte Carlo simulation and revenue recognition utilizing a cost-to-cost method. 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. q) 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 In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2016-13 “Financial Instruments - Credit Losses (Topic 326)” and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively Topic 326). Topic 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This replaces the existing incurred loss model with an expected loss model and requires the use of forward-looking information to calculate credit loss estimates. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company’s financial position, results of operations or cash flows. On November 27, 2023, FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires public entities to consider relevant qualitative and quantitative factors when determining whether segment expense categories and amounts are significant, and identify segment expenses on the basis of amounts that are regularly provided to the chief operating decision maker (CODM), and included in reported segment profit or loss. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated financial statements and related disclosures. On December 14, 2023, the FASB issued ASU 2023-09 which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated financial statements and related disclosures. r) Deferred Finance Costs Deferred financing costs relate to the Company’s debt and equity instruments. Deferred financing costs relating to debt instruments are amortized over the terms of the related instrument using the effective interest method. The Company incurred $ 308 0 1,049 413 s) Fair Value of Financial Instruments The Company’s financial instruments include cash, 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. t) 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 3.1 u) 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. No v) Warrant liability The Company accounts for warrants to acquire shares of Common Stock as liabilities held at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a change in fair value of warrant liabilities in the Company’s consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the warrant liability will be reclassified to additional paid-in capital. w) Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has two x) Legal Contingencies The Company accounts for liabilities resulting from legal proceedings when it is possible to evaluate the likelihood of an unfavorable outcome in order to provide an estimate for the contingent liability. At December 31, 2023 and 2022, there are no material contingent liabilities arising from pending litigation. y) Sequencing Policy On December 12, 2023, as a result of entering into a Letter Agreement with Certain Investors (see Note 7) which resulted in the issuance of common stock and Series A Convertible Preferred Stock, the Company adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all instruments issued subsequent to that date, the Company’s Series A Convertible Preferred Stock and warrants will be classified as a derivative liability. If an additional offering occurs in the future, the Company will evaluate instruments issued prior to Dec |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | 3. LIQUIDITY AND GOING CONCERN As of December 31, 2023, the Company had a working capital deficiency of $ 3.9 19.4 million and $ 53.8 million, respectively, and used cash in operations of $ 8.9 million and $ 6.3 million, respectfully. The Company has historically incurred operating losses and may continue to incur operating losses for the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern for at least one year from the date these financial statements are issued. This may hinder the Company’s future ability to obtain new financing or may force us to obtain financing on less favorable terms than would otherwise be available. The Company’s plans include continued efforts to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to achieve profitable operations. If the Company is unable to obtain such additional financing on a timely basis it may have a material adverse effect on it’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue our operations and liquidate. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | 4. ACCOUNTS RECEIVABLE Accounts receivable consist of: SCHEDULE OF ACCOUNTS RECEIVABLE December 31, 2023 December 31, 2022 Accounts receivable - contracts in progress $ 13,892 $ 8,502 Accounts receivable - retainage (742 ) 583 Accounts receivable 13,150 9,085 Allowance for credit losses (163 ) (302 ) Total $ 12,987 $ 8,783 Bad debt expense was $ 67 145 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 December 31, 2023 and 2022: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Contract assets $ 11,300 $ 7,231 Unbilled receivables, included in costs in excess of billings 518 (490 ) Costs and estimated earnings in excess of billings 11,818 6,741 Retainage, included in Accounts Receivable 742 583 Total $ 12,560 $ 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 costs associated with contract assets as of December 31, 2023 will be billed and collected within one year. Contract liabilities were as follows at December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Contract Liabilities $ 7,024 $ 5,419 Retainage - - Total $ 7,024 $ 5,419 |
CONTRACTS IN PROGRESS
CONTRACTS IN PROGRESS | 12 Months Ended |
Dec. 31, 2023 | |
Contracts In Progress | |
CONTRACTS IN PROGRESS | 5. CONTRACTS IN PROGRESS Information with respect to contracts in progress are as follows: SCHEDULE OF CONTRACTS IN PROGRESS December 31, 2023 December 31, 2022 Expenditures to date on uncompleted contracts $ 56,642 $ 31,215 Estimated earnings thereon 2,029 2,509 Contract costs 58,671 33,724 Less billings to date (53,654 ) (31,912 ) Contract costs, net of billings 5,017 1,812 Plus under billings remaining on contracts 100% complete 519 93 Total $ 5,536 $ 1,905 Included in accompany balance sheets under the following captions: December 31, 2022 December 31, 2021 Contract assets $ 12,560 $ 7,324 Contract liabilities (7,024 ) (5,419 ) Total $ 5,536 $ 1,905 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT Information with respect to property and equipment are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Building and improvements $ 481 $ 481 Vehicles 4,196 3,824 Tools and equipment 2,551 2,152 Software 329 310 Solar arrays 6,562 6,708 Property plant and equipment gross 6,562 6,708 Less accumulated depreciation (6,311 ) (5,035 ) Property plant and equipment, net $ 7,808 $ 8,440 Total depreciation expense for the years ended December 31, 2023 and 2022 was $ 1,471 2,252 |
OPERATING SEGMENTS
OPERATING SEGMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENTS | 7. OPERATING SEGMENTS Beginning in 2023, in conjunction with the implementation of a new ERP system, 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 years ended December 31, 2023 and 2022. SCHEDULE OF SEGMENT NET REVENUE Residential Commercial Utility Corporate Total Year ended December 31, 2023 Residential Commercial Utility Corporate Total Net revenue $ 33,039 $ 61,470 $ 1,174 $ - $ 95,683 Cost of earned revenue 23,631 52,667 1,469 - 77,767 Income (loss) before operating expenses 9,408 8,803 (295 ) - 17,916 Operating expenses Warehousing and other operating expenses - 824 - - 824 Impairment of investment - - - 4,020 4,020 General and administrative expenses 10,453 5,180 1,027 4,958 21,618 Segment (loss) gain (1,045 ) 2,799 (1,322 ) (8,978 ) (8,546 ) Stock based compensation – general and administrative - - - 1,079 1,079 Depreciation and amortization 1,978 1,091 - - 3,069 Operating (loss) gain $ (3,023 ) $ 1,708 $ (1,322 ) (10,057 ) $ (12,694 ) Residential Commercial Utility Corporate Total Year ended December 31, 2022 Residential Commercial Utility Corporate Total Net revenue $ 39,513 $ 32,746 $ 4,194 $ - $ 76,453 Cost of earned revenue 29,834 28,457 2,190 - 60,481 Income before operating expenses 9,679 4,289 2,004 - 15,972 Income (loss) before operating expenses 9,679 4,289 2,004 - 15,972 Operating expenses Warehousing and other operating expenses - 1,765 - - 1,765 Impairment of goodwill - - - 37,150 37,150 General and administrative expenses 13,471 4,679 1,394 2,867 22,411 Segment contribution (loss) (3,792 ) (2,155 ) 610 (40,017 ) (45,354 ) Stock based compensation – general and administrative - - - 2,981 2,981 Depreciation and amortization 6,017 1,054 - - 7,071 Operating (loss) income $ (9,809 ) $ (3,209 ) $ 610 (42,998 ) $ (55,406 ) Assets by operating segment are as follows: December 31, December 31, Residential $ 19,631 23,685 Commercial and Industrial 45,201 41,831 Utility 585 990 Corporate 1,284 975 Assets $ 66,701 67,481 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | 8. LEASES The company follows guidance of ASU 842, Accounting for Leases, where the company recognizes a right-of-use asset and lease liability, at present value of future lease payments, for leases that are either classified as an operating or financing lease under the guidance. The Company considers leases of 12 months or less as short-term leases and does not record a right-of-use asset or lease liability for such leases. 1 18 The Company’s lease expense for the year ended December 31, 2023 was entirely comprised of operating leases as disclosed below. SCHEDULE OF LEASE EXPENSE December 31, 2023 December 31, 2022 Lease cost Operating lease cost $ 921 $ 1,029 Total lease cost $ 921 $ 1,029 Right of use asset, net $ 6,318 $ 6,960 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (816 ) $ (834 ) Weighted average remaining lease term – operating leases 10.12 10.94 Weighted average discount rate – operating leases 3.33 % 3.33 % Estimated minimum future lease obligations are as follows: SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE Year ending December 31: Amount 2024 $ 805 2025 798 2026 795 2027 797 2028 803 Thereafter 4,084 Total lease payments 8,082 Less: interest (1,372 ) Total operating leases liability 6,710 operating leases liability Current 596 operating leases liability Non Current $ 6,114 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 9. LONG-TERM DEBT A summary of long-term debt is as follows: SUMMARY OF LONG-TERM DEBT December 31, 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. $ 552 $ 598 NBT Bank, National Association, 4.25 5,869 552 598 NBT Bank, National Association, 4.15 3,677 98 137 NBT Bank, National Association, 4.20 5,598 270 325 NBT Bank, National Association, 4.85 2,932 - 14 Various vehicle loans, interest ranging from 0 10.09 34,878 1,233 1,271 National Bank of Middlebury, 3.95 5 10 2.75 3.95 2,388 - 21 Senior secured convertible notes payable, 5 monthly payments th letter agreement with certain investors 12,500 Revenue loan with 48 month amortization period secured by all assets of the Company, no conversion provisions. 8,000 - CSA 36: Payable in monthly installments of $ 2,414 5.5 92 115 CSA 36: Payable in monthly interest only installments of $ 1,104 552 2,485 20,142 11.25 118 118 Equipment loans 22 56 Long-term debit 10,385 15,155 Less current portion (1,820 ) (5,374 ) Long-term debt, including debt issuance costs 8,565 9,781 Less debt issuance costs (603 ) (1,555 ) Long-term debt $ 7,962 $ 8,226 Maturities of long-term debt are as follows: SCHEDULE OF MATURITIES OF LONG-TERM DEBT Year ending December 31: Amount 2024 $ 1,821 2025 2,043 2026 2,423 2027 3,898 2028 76 Thereafter 124 Total $ 10,385 Decathlon Specialty Finance Revenue Loan On December 12, 2023, the Company and its Subsidiaries entered into a Revenue Loan and Security Agreement (the “Loan Agreement”) with Decathlon Specialty Finance, LLC providing for a loan facility for the Company in the maximum amount of $ 8.0 The Loan Agreement requires monthly payments in a fixed amount of $ 165 225 5.2 13.2 8.0 16.25 Letter Agreement with Certain Investors On December 12, 2023, iSun, Inc., a Delaware corporation (the “Company”), entered into a Letter Agreement (the “Letter Agreement”) by and between the Company and each of Anson Investments Master Fund LP and Anson East Master Fund LP (together, the “Investors”) pursuant to which the Company redeemed all amounts due under those certain Senior Secured Convertible Promissory Notes issued to the Investors, dated November 4, 2022 (the “Notes”). Pursuant to the Letter Agreement, the Company made cash payments to the Investors in the aggregate amount of $ 6,000 and issued an aggregate amount of 3,500,000 shares of the Company’s Common Stock, par value $ 0.0001 per share (“Common Stock”) adding a total of $ 632 to stockholders’ equity to the Investors and 300,000 shares of the Company’s Series A Convertible Redeemable Preferred Stock, par value $ 0.0001 per share (“Preferred Stock”) to the Investors in a private placement transaction resulting in a $ 3,882 addition to derivative liabilities due to the Company not having enough authorized shares in the event of a full redemption. The Company evaluated the impact of ASU 470 and determined that the new debt and the fair value of the preferred stock and common stock issued did exceed the 10% test and therefore should be treated as a loss of debt extinguishment. For the year end December 31, 2023, a loss on debt extinguishment of $ 3.1 million was included in the statement of operations. Cash Advance Funding In September 2023, the Company agreed to two cash advance funding agreements totaling $ 1,500 600 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES On January 27, 2022, the Company became aware of pending litigation in the U.S. District Court for the District of Vermont, entitled Sassoon Peress and Renewz Sustainable Solutions, Inc. v. iSun, Inc., alleging various claims including breach of contract, defamation, and unjust enrichment arising out of the acquisition of iSun Energy, LLC, the sole owner of which was Mr. Peress. The litigation seeks legal and equitable remedies. The Company was granted an extension of time to plead to Plaintiffs’ Amended Complaint until April 29, 2022. On January 17, 2023, the Company entered into a settlement agreement effectively resolving all claims with no additional consideration paid as a result of settlement. On February 13, 2024, the Company became aware of pending litigation in the U.S. District Court for the District of Vermont, entitled Duane Peterson, James more and Jeffrey Irish, solely in their capacity as Shareholder Representative Group v. iSun Inc., alleging breach of contract/collection. iSun Inc.’s responsive pleading was made on March 15, 2024. iSun, Inc. plans to vigorously contest this litigation. At this stage it is not possible to evaluate the likelihood of an unfavorable outcome or provide an estimate of the range of potential loss. On January 2, 2024, the Company became aware of pending litigation in the U.S. District Court for the District of North Carolina, entitled Alpha Engineering Services, P.A. d/b/a Alpha Environmental v. iSun Corporate, LLC, alleging breach of contract and a second alternative claim for relief in Quantum Meruit th |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
WARRANTS | 11. WARRANTS During the year ended December 31, 2023, 1,000,000 The Company issued warrants to acquire an aggregate of 1,000,000 1.00 5 1,069,144 SCHEDULE OF WARRANTS ACQUIRED December 31, 2023 December 31, 2022 Beginning balance 69,144 69,144 Granted 1,000,000 - Exercised - - Redeemed - Ending balance 1,069,144 69,144 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 12. FAIR VALUE MEASUREMENTS The Public Warrants were traded under the symbol ISUNW and the fair values were based upon the closing price of the Public Warrants at each measurement date. The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS Input Mark-to-Market Measurement at December 31, 2023 Mark-to-Market Measurement at December 31, 2022 Risk-free rate 3.88 % 3.88 % Remaining term in years 0.47 4.66 1.47 Expected volatility 139.50 % 147.02 % Exercise price $ 1 11.50 $ 11.50 Fair value of common stock $ 0.22 $ 1.30 The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Fair Value Measurement as of December 31, 2023 Total Level 1 Level 2 Level 3 Liabilities: Series A Convertible Preferred Stock 3,882 - - 3,882 Private Warrants 248 - - 248 Fair Value Measurement as of December 31, 2022 Total Level 1 Level 2 Level 3 Liabilities: Private Warrants 10 - - 10 The following is a roll forward of the Company’s Level 3 instruments: SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS December 31, 2023 December 31, 2022 Beginning balance $ 10 $ 148 Series A Convertible Preferred Stock 3,882 - Fair value adjustment – Warrant liability 238 (138 ) Ending balance $ 4,130 $ 10 Assets and Liabilities Not Measured at Fair Value on a Recurring Basis In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also measures certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, investments, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. As of December 31, 2023 and 2022, the fair values of cash, accounts receivable, contract assets, other current assets, accounts payable, contract liabilities, and accrued expenses approximated their carrying values because of the short-term nature of these instruments. For the year ended December 31, 2023, the Company determined there were indicators that would cause a 100 investments due to the fair value of the investments remaining at a level below its cost 4.0 During the year ended December 31, 2022, the Company calculated the estimated fair value of a reporting unit using a weighting of the income and market approaches. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company used internal analyses based primarily on market comparables. The Company based these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. However, due to the decline in Company’s market price, it was determined that it was more likely and not that the Goodwill was fully impaired as of December 31, 2022 and recorded an impairment of $ 37.2 |
UNION ASSESSMENTS
UNION ASSESSMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
UNION ASSESSMENTS | 13. 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 years ended December 31, 2023 and 2022, the Company incurred the following union assessments (in thousands): SCHEDULE OF UNION ASSESSMENTS December 31, 2023 December 31, 2022 Pension fund $ 670 $ 350 Welfare fund 1,602 1,120 National employees benefit fund 149 100 Joint apprenticeship and training committee 115 43 401(k) matching 208 172 Total $ 2,744 $ 1,785 Multiemployer Plans The Company is party to collective bargaining agreements with unions representing certain of their employees, which require the Company to pay specified wages, provide certain benefits to their union employees and contribute certain amounts to Multi-Employer Pension Plans (“MEPP”). The Pension Plan Agreement (“PPA”) defines the funding rules for defined benefit pension plans and establishes funding classifications for U.S.-registered multiemployer pension plans. Under the PPA, plans are classified into one of the following five categories, based on multiple factors, also referred to as a plan’s “zone status”: Green (safe), Yellow (endangered), Orange (seriously endangered), and Red (critical or critical and declining). Factors included in the determination of a plan’s zone status include: funded percentage, cash flow position and whether the plan is projecting a minimum funding deficiency. A multiemployer plan that is so underfunded as to be in “endangered,” “seriously endangered,” “critical,” or “critical and declining” status (as determined under the PPA) is required to adopt a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”), which, among other actions, could include decreased benefits and increased employer contributions, which could take the form of a surcharge on benefit contributions. These actions are intended to improve their funding status over a period of years. If a pension fund is in critical status, a participating employer must pay an automatic surcharge in addition to contributions otherwise required under the collective bargaining agreement (“CBA”). With some exceptions, the surcharge is equal to 5% of required contributions for the initial critical year and 10% for each succeeding plan year in which the plan remains in critical status. The surcharge ceases on the effective date of a CBA (or other agreement) that includes contribution and benefit terms consistent with the rehabilitation plan. Certain plans in which the Company participates are in “endangered,” “seriously endangered,” “critical,” or “critical and declining” status. The amount of additional funds, if any, that the Company may be obligated to contribute to these plans in the future cannot be estimated due to the uncertainty of the future levels of work that could be required of the union employees covered by these plans, as well as the required future contribution rates and possible surcharges applicable to these plans. Details of significant multiemployer pension plans as of and for the periods indicated, based upon information available to the Company from plan administrators as well as publicly available information on the U.S. Department of Labor website, are provided in the following table: SCHEDULE OF MULTIEMPLOYER PLANS Multiemployer Employer Identification Plan Contributions For the Years December 31, Expiration Date of Pension Protection Act Zone Status FIP/RP Pension Plan Number Number 2023 2022 CBA 2023 As of 2022 As of Status Surcharge National Electrical Benefit Fund 53-0181657 1 99,907 91,180 5/31/2023 Green 12/31/2022 Green 12/31/2021 NA No |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 14. RELATED PARTY TRANSACTIONS In January 2022, two former shareholders of SolarCommunities, Inc. lent proceeds to SolarCommunities, Inc to support the subsidiary’s working capital. At December 31, 2023, the amount of $ 933 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 15. INCOME TAXES The provision for income taxes for the years ended December 31, 2023 and 2022 consists of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2023 2022 Current Federal $ - $ - State 44 20 Total Current 44 20 Deferred Federal - (585 ) State - (187 ) Total Deferred $ - (772 ) Provision (Benefit) for Income Taxes $ 44 $ (752 ) The Company’s total deferred tax assets and liabilities at December 31, 2023 and 2022 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Deferred tax assets (liabilities) Accruals and reserves $ 804 $ 219 Tax credits 592 592 Net operating loss 12,252 9,272 Asset Impairments 1,114 - Stock-based compensation 275 22 Less valuation allowance (10,222 ) (4,771 ) Total deferred tax assets 4,815 5,335 Property and equipment (1,776 ) (1,903 ) Intangibles (3,039 ) (3,432 ) Total deferred tax liabilities (4,815 ) (5,335 ) Net deferred tax liability $ - $ - The Company uses a more-likely-than-not measurement for all tax positions taken or expected to be taken on a tax return in order for those tax positions to be recognized in the financial statements. There were no uncertain tax positions as of December 31, 2023 and 2022. If the Company were to incur interest and penalties related to income taxes, these would be included in the provision for income taxes, there were none For the years ended December 31, 2023 and 2022, respectively, the reconciliation between the effective tax of (0.23 1.38 21 21 SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2023 2022 Income tax expense at federal statutory rate $ (4,069 ) $ (11,450 ) Paycheck Protection Program tax exempt loan forgiveness - (544 ) Permanent differences 4 2 Permanent differences for change in fair value of warrants 50 (29 ) Goodwill Impairment - 10,400 Non-deductible intangible assets - - Other adjustments - - State and local taxes net of federal benefit (1,329 ) (3,902 ) Valuation allowance 5,388 4,771 Income tax expense (benefit) $ 44 $ (752 ) The Company has federal net operating losses of approximately $ 44,300 2,200 42,100 43,600 592 617 and $ 4,771 |
CAPTIVE INSURANCE
CAPTIVE INSURANCE | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
CAPTIVE INSURANCE | 16. CAPTIVE INSURANCE The Company and other companies are members of an offshore heterogeneous group captive insurance holding company entitled Navigator Casualty, LTD. (NCL). NCL is located in the Cayman Islands and insures claims relating to workers’ compensation, general liability, and auto liability coverage. Premiums are developed through the use of an actuarially determined loss forecast. Premiums paid totalled $ 359 235 100,000 300,000 Each shareholder has equal ownership and invests a one-time cash capitalization of $ 36,000 35,900 100 Summary financial information on NCL as of September 30, 2023 is: SUMMARY OF FINANCIAL INFORMATION Total assets $ 194,375 Total liabilities $ 100,145 Comprehensive income $ 195 NCL’s fiscal year end is September 30, 2023. December 31, 2023 December 31, 2022 Investment in NCL Capital $ 36 $ 36 Cash security 218 218 Investment income in excess of losses (incurred and reserves) 16 16 Total $ 270 $ 270 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | 17. 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 2023 2022 Years Ended December 31, 2023 2022 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 Warrants to purchase Common Stock, from Jensyn’s IPO 34,572 34,572 Unvested restricted stock awards 202,305 305,023 Unexercised options to purchase Common Stock 888,084 225,666 Unvested options to purchase Common Stock - 350,667 Private warrants to purchase common shares from Anson Note 1,000,000 - Series A Convertible Preferred Stock 300,000 - Totals 2,853,961 1,344,928 The Company has contingent share arrangements and warrants with the potential issuance of additional shares of Common Stock from these arrangements which were excluded from the diluted EPS calculation because the prevailing market and operating conditions at the present time do not indicate that any additional shares of Common Stock will be issued. These instruments could result in dilution in future periods. |
RESTRICTED STOCK AND STOCK OPTI
RESTRICTED STOCK AND STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
RESTRICTED STOCK AND STOCK OPTIONS | 18. RESTRICTED STOCK AND STOCK OPTIONS Options As of December 31, 2023, the Company has 605,249 605,249 five years 2.84 294 146.38 2 4.41 0 SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY December 31, 2023 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2023 576,334 $ 3.80 Granted 410,000 $ 1.03 Exercised - $ - Forfeited 98,250 $ - Outstanding, ending December 31, 2023 888,084 $ 2.94 Exercisable at December 31, 2023 605,249 $ 2.84 December 31, 2022 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2022 201,334 $ 1.49 Granted 375,000 $ 5.04 Exercised - $ 1.49 Outstanding, ending December 31, 2022 576,334 $ 3.80 Exercisable at December 31, 2022 225,666 $ 3.46 The above table does not include the 429,000 Aggregate intrinsic value of options outstanding was $ 0 0.31 During the years ended December 31, 2023 and 2022, the Company charged a total of $ 362 and $ 1,359 , respectively to operations to recognize stock based compensation expense for stock options. As of December 31, 2023, the Company had $ 169 in unrecognized stock-based compensation expense related to 207,834 stock option awards, which is expected to be recognized over a weighted average period of less than three years . All options are expected to vest. Restricted Stock Grant to Executives With an effective date of January 3, 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 and Chief Financial Officer Jeffrey Peck, Former Chief Financial Officer John Sullivan, and Kenneth Merritt in January 2023 (the January 2023 RSGAs). All shares issuable under the January 2023 RSGA are valued as of the grant date at $ 1.32 180,000 93,334 43,333 43,333 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 and Chief Financial Officer Jeffrey Peck, Former Chief Financial Officer John Sullivan, Executive Vice President Fredrick Myrick, and Chief Strategy Officer Michael dAmato in January 2022 (the January 2022 RSGAs). All shares issuable under the January 2022 RSGA are valued as of the grant date at $ 5.04 187,500 62,500 62,500 62,500 37,499 With an effective date of April 18, 2022, subject to the iSun, Inc. 2020 Equity Incentive Plan, (the “2020 Plan”), the Company entered into a Restricted Stock Grant Agreement with our Chief Executive Officer and Chief Financial Officer Jeffrey Peck, Former Chief Financial Officer John Sullivan, Executive Vice President Fredrick Myrick, and Chief Strategy Officer Michael dAmato in April 2022 (the April 2022 RSGAs). All shares issuable under the April 2022 RSGA are valued as of the grant date at $ 3.63 337,033 112,345 112,345 112,343 78,120 During the years ended December 31, 2023 and 2022, stock-based compensation expense of $ 717 1,359 |
SERIES A CONVERTIBLE PREFERRED
SERIES A CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Series Convertible Preferred Stock | |
SERIES A CONVERTIBLE PREFERRED STOCK | 19. SERIES A CONVERTIBLE PREFERRED STOCK Pursuant to the Letter Agreement dated December 12,2023, the Company issued 300,000 0.0001 90 300,000 0.0001 3,000,000 Dividends in-kind at the rate per annum of 7 Under ASC 470, a difference between the reacquisition price of debt and the net carrying amount of the extinguished debt shall be recognized currently in income of the period of extinguishment as losses or gains and identified as a separate item. If upon extinguishment of debt the parties also exchange unstated (or stated) rights or privileges, the portion of the consideration exchanged allocable to such unstated (or stated) rights or privileges shall be given appropriate accounting recognition. Moreover, extinguishment transactions between related entities may be in essence capital transaction. The Preferred Stock is classified as a derivative liability due to the Company not having enough authorized shares in the event of a full redemption and has a carrying value of $ 3.9 million as of December 31, 2023. The Company utilized a Monte Carlo simulation to determine the fair value at the time of issuance. The Company used two scenarios to calculate the fair value of the Series A Convertible Preferred Stock which included: a) The Preferred Shares are held until Redemption and b) The Preferred Shares are Converted to Common Shares. The Company determined that 6,694 simulations out of 20,000 simulations had a Common stock price that was equal to or greater than $ 0.857 33.47 66.53 3,882 12.94 |
SALES OF COMMON STOCK PURSUANT
SALES OF COMMON STOCK PURSUANT TO S-3 REGISTRATION STATEMENT | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SALES OF COMMON STOCK PURSUANT TO S-3 REGISTRATION STATEMENT | 20. SALES OF COMMON STOCK PURSUANT TO S-3 REGISTRATION STATEMENT The Company issued 21,572,538 3,213,897 7,714 14,421 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | 21. INVESTMENTS Investments consist of: SCHEDULE OF INVESTMENT December 31, 2022 December 31, 2022 GreenSeed Investors, LLC $ - $ 3,924 Investment in Solar Project Partners, LLC - 96 Investment in Gemini Electric Mobility Co. 2,000 2,000 Investment in NAD Grid Corp. d/b/a AmpUp 1,000 1,000 Investment in Encore Renewables 5,000 5,000 Total $ 8,000 $ 12,020 GreenSeed Investors, LLC (“GSI”) and Solar Project Partners, LLC (“SPP”) For the year ended December 31, 2023, the Company determined there were indicators that would cause a 100 4.0 The GSI and SPP investments are measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in ordinary transactions for the identical or similar investment of the same issuer. As the Company does not have significant influence over operating or financial policies of GSI and SPP, the cost method of accounting for the investment was determined to be appropriate. Changes in the fair value of the investment are recorded as net appreciation in fair value of investment in the Consolidated Statements of Operations. No net appreciation or depreciation in fair value of the investments was recorded during the year ended December 31, 2023, as there were no observable price changes. |
INTANGIBLES
INTANGIBLES | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES | 22. INTANGIBLES The Company’s intangible assets at December 31, 2023 consist of: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS Amortization December 31, December 31, iSun Trademark and Brand 10 $ 3,007 $ 3,007 Intellectual property 10 1,000 1,000 Backlog of projects 12 3,220 3,220 SunCommon Trademark and Brand 10 11,980 11,980 Intangible assets, gross 10 Years 11,980 11,980 Accumulated amortization (6,768 ) (5,169 ) Total $ 12,439 $ 14,038 At December 31, 2023 and 2022, amortization expense was $ 1,599 4,820 Estimated future amortization expense for the Company’s intangible assets as of December 31, 2023 is as follows: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Cost 2024 $ 1,599 2025 1,599 2026 1,599 2027 1,599 2028 1,599 Thereafter 4,444 Total $ 12,439 The estimated weighted average remaining period of amortization is 9 |
REVISIONS OF PREVIOUSLY ISSUED
REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Revisions Of Previously Issued Financial Statements | |
REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 23. REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS During the year ended December 31, 2022, the company recognized an impairment loss related to goodwill for the year ended December 31, 2022. The tax provision included this impairment loss as a deduction for tax purposes and part of the deferred tax asset for “Net operating loss”, and a separate valuation allowance in the same amount. The total included as a deferred tax asset and valuation allowance was $ 10,400 ($10,400) 5,335 In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, The following table presents the effect of correcting this error on the Company’s previously issued footnotes related the deferred tax assets and liabilities at December 31, 2022. There were no changes to the statements of stockholders’ equity, balance sheets or statements of operations. SCHEDULE OF CORRECTING ERROR As previously reported Adjustment As revised As of December 31, 2022 As previously reported Adjustment As revised Deferred tax assets (liabilities) Net operating loss 19,673 (10,400 ) 9,273 Less Valuation Allowance (15,171 ) 10,400 (4,771 ) Total Deferred tax assets 5,335 0 5,335 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 24. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Cash Advance Funding In September 2023, the Company agreed to two cash advance funding agreements totaling $ 1,500 600 th 2.4 |
SUMMARY OF OPERATIONS AND SIG_2
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | a) Organization iSun, Inc. is a solar energy company providing design, development, engineering, procurement, installation, storage and electric vehicle infrastructure services for residential, commercial, industrial and utility customers across the United States. The Company also provides electrical contracting services and data and communication services. The work is performed under fixed-price and modified fixed-price contracts and time and materials contracts. The Company is incorporated in the State of Delaware and has its corporate headquarters in Williston, Vermont. |
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. |
Emerging Growth Company Status | c) Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. The Company would cease to be an “emerging growth company” upon the earliest to occur of: the last day of the fiscal year in which it has more than $ 1.07 700 1.0 |
Revenue Recognition | d) 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 December 31, 2023 and 2022, the Company had $ 0 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, all recognized over time, based on the timing of satisfaction of performance obligations for the years ended December 31: (In thousands) SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Performance obligations satisfied over time Solar $ 80,615 $ 68,936 Electric 13,672 6,354 Data and Network 1,396 1,163 Totals $ 95,683 $ 76,453 Revenue $ 95,683 $ 76,453 The following table disaggregates the Company’s revenue based operational division for the years ended December 31: (In thousands) SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT 2023 2022 Operations Residential $ 33,039 $ 39,513 Commercial and Industrial 61,470 32,750 Utility 1,174 4,190 Totals $ 95,683 $ 76,453 Revenue $ 95,683 $ 76,453 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. e) Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds. The Company maintains cash in bank accounts which, at times, may exceed federally insured limits. As part of its cash management process, the Company periodically reviews the relative credit standing of these banks. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible. The Company did not have any cash equivalents as of December 31, 2023. |
Accounts Receivable | e) Accounts Receivable Accounts receivable are recorded when invoices are issued and presented on the balance sheet net of the allowance for credit losses. The allowance, which was $ 163 302 Concentration of accounts receivable consist of the following: SCHEDULE OF CONCENTRATION OF ACCOUNTS RECEIVABLE December 31, 2023 December 31, 2022 Customer A 18 % 0 % Customer B 13 % 0 % Customer C 10 % 0 % Customer D 6 % 0 % Customer E 3 % 5 % Customer F 1 % 5 % Customer G 0 % 7 % Customer H 4 % 15 % Concentration Risk Percentage 4 % 15 % |
Contract Assets and Liabilities | f) Contract Assets and Liabilities Contract assets consist of (i) the earned, but unbilled, portion of a project for which payment is deferred by the customer until certain met; (ii) direct costs, including commissions, labor related costs and permitting fees paid prior to recording revenue, and (iii) unbilled receivables which represent revenue that has been recognized in advance of billing the customer, which is common for larger construction contracts. Contract liabilities consist of deferred revenue, customer deposits and customer advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Total contract assets and contract liabilities balances as of the respective dates are as follows: SCHEDULE OF CONTRACT ASSET AND LIABILITIES 2023 2022 (In thousands) Contract Assets $ 12,560 $ 7,324 Contract Liabilities 7,024 5,419 Contract assets are presented net of credit losses, which were immaterial for the years ended December 31, 2023 and 2022. Project Assets Project assets primarily consist of costs related to solar power projects that are in various stages of development that are capitalized prior to the completion of the sale of the project, and are actively marketed and intended to be sold. In contrast to contract assets, the Company holds a controlling interest in the project itself. These project related costs include costs for land, development, and construction of a PV solar power system. Development costs may include legal, consulting, permitting, transmission upgrade, interconnection, and other similar costs. The Company typically classifies project assets as noncurrent due to the nature of solar power projects (long-lived assets) and the time required to complete all activities to develop, construct, and sell projects, which is typically longer than 12 months. Once the Company enters into a definitive sales agreement, such project assets are classified as current until the sale is completed and the Company has met all of the criteria to recognize the sale as revenue. Any income generated by a project while it remains within project assets is accounted for as a reduction to the basis in the project. If a project is completed and begins commercial operation prior to the closing of a sales arrangement, the completed project will remain in project assets until placed in service. All expenditures related to the development and construction of project assets, whether fully or partially owned, are presented as a component of cash flows from operating activities. Project assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A project is considered commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. A partially developed or partially constructed project is considered to be commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. The Company examines a number of factors to determine if the project is expected to be recoverable, including whether there are any changes in environmental, permitting, market pricing, regulatory, or other conditions that may impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated fair value, with the resulting impairment recorded within “Selling, general and administrative” expense. Project Asset were $ 0 |
Property and Equipment | g) Property and Equipment Property and equipment greater than $ 5 The solar arrays represent project assets that the Company may temporarily own and operate after being placed into service. The Company reports solar arrays at cost, less accumulated depreciation. The Company begins depreciation on the solar arrays when they are placed in service. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Buildings and improvements 39 Vehicles 3 5 Tools and equipment 3 7 Solar arrays 20 Software 3 7 The cost of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation are eliminated from the accounts and any resulting gain or loss is included in operations. The cost of maintenance and repairs are charged to expense as incurred, while significant renewals or betterments are capitalized. |
Intangible Assets | h) Intangible Assets Intangible assets primarily consist of trademarks, intellectual property and backlog They are amortized ratably over a range of 1 10 |
Goodwill | i) Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests goodwill for potential impairment at least annually, or more frequently if an event or other circumstance indicates that the Company may not be able to recover the carrying amount of the net assets of the reporting unit. The Company has determined that the reporting unit is the entire company, due to the integration of all of the Company’s activities. In evaluating goodwill for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. However, due to the decline in Company’s market price, it was determined that it was more likely and not that the Goodwill was fully impaired as of December 31, 2022 and recorded an impairment of $ 37.2 |
Long-Lived Assets | j) Long-Lived Assets The Company assesses long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, the Company compares undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, the Company measures any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and such projections may vary from the cash flows eventually realized. The Company considers a long-lived asset to be abandoned after the Company has ceased use of such asset and it has no intent to use or repurpose the asset in the future. Abandoned long-lived assets are recorded at their salvage value, if any. |
Asset Retirement Obligations | k) Asset Retirement Obligations The Company develops, constructs, and operates certain solar arrays with land lease agreements that include a requirement for the removal of the assets at the end of the term of the agreement. The Company recognizes such asset retirement obligations (“ARO”) in the period in which they are incurred based on the present value of estimated third-party recommissioning costs, and it capitalizes the associated asset retirement costs as part of the carrying amount of the related assets. Once an asset is placed into service, the asset retirement cost is subsequently depreciated on a straight-line basis over the estimated useful life of the asset. Changes in AROs resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense. The AROs were not deemed material to the financial statements and as a result a liability was not recorded at December 31, 2023 and 2022. |
Concentration and Credit Risks | l) Concentration and Credit Risks The Company occasionally has cash balances in a single financial institution during the year in excess of the Federal Deposit Insurance Corporation (FDIC) limit of up to $ 250 1,895 3,300 |
Income Taxes | m) Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The financial statements of the Company account for deferred tax assets and liabilities in accordance with Accounting Standards Codification (“ASC”) 740, Income taxes. The Company also uses a more-likely-than-not measurement for all tax positions taken or expected to be taken on a tax return in order for those tax positions to be recognized in the financial statements. If the Company were to incur interest and penalties related to income taxes, these would be included in the provision for income taxes. Generally, the three tax years previously filed remain subject to examination by federal and state tax authorities. |
Preferred Stock | n) Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity. |
Sales Tax | o) Sales Tax The Company’s accounting policy is to exclude state sales tax collected and remitted from revenues and costs of sales, respectively. |
Use of Estimates | p) Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 impairment analysis of its intangible assets, impairment on investment, the valuation of the Company’s Series A Preferred Stock using the Monte Carlo simulation and revenue recognition utilizing a cost-to-cost method. 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 | q) 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 In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2016-13 “Financial Instruments - Credit Losses (Topic 326)” and also issued subsequent amendments to the initial guidance under ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively Topic 326). Topic 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This replaces the existing incurred loss model with an expected loss model and requires the use of forward-looking information to calculate credit loss estimates. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company’s financial position, results of operations or cash flows. On November 27, 2023, FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires public entities to consider relevant qualitative and quantitative factors when determining whether segment expense categories and amounts are significant, and identify segment expenses on the basis of amounts that are regularly provided to the chief operating decision maker (CODM), and included in reported segment profit or loss. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated financial statements and related disclosures. On December 14, 2023, the FASB issued ASU 2023-09 which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated financial statements and related disclosures. |
Deferred Finance Costs | r) Deferred Finance Costs Deferred financing costs relate to the Company’s debt and equity instruments. Deferred financing costs relating to debt instruments are amortized over the terms of the related instrument using the effective interest method. The Company incurred $ 308 0 1,049 413 |
Fair Value of Financial Instruments | s) Fair Value of Financial Instruments The Company’s financial instruments include cash, 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 | t) 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 3.1 |
Inventory | u) 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. No |
Warrant liability | v) Warrant liability The Company accounts for warrants to acquire shares of Common Stock as liabilities held at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a change in fair value of warrant liabilities in the Company’s consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the warrant liability will be reclassified to additional paid-in capital. |
Segment Information | w) Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has two |
Legal Contingencies | x) Legal Contingencies The Company accounts for liabilities resulting from legal proceedings when it is possible to evaluate the likelihood of an unfavorable outcome in order to provide an estimate for the contingent liability. At December 31, 2023 and 2022, there are no material contingent liabilities arising from pending litigation. |
Sequencing Policy | y) Sequencing Policy On December 12, 2023, as a result of entering into a Letter Agreement with Certain Investors (see Note 7) which resulted in the issuance of common stock and Series A Convertible Preferred Stock, the Company adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all instruments issued subsequent to that date, the Company’s Series A Convertible Preferred Stock and warrants will be classified as a derivative liability. If an additional offering occurs in the future, the Company will evaluate instruments issued prior to December 12, 2023 as to whether such instruments would result in a classification modification and determine what the respective accounting treatment would occur at such time. |
SUMMARY OF OPERATIONS AND SIG_3
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table disaggregates the Company’s revenue, all recognized over time, based on the timing of satisfaction of performance obligations for the years ended December 31: (In thousands) SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Performance obligations satisfied over time Solar $ 80,615 $ 68,936 Electric 13,672 6,354 Data and Network 1,396 1,163 Totals $ 95,683 $ 76,453 Revenue $ 95,683 $ 76,453 |
SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT | The following table disaggregates the Company’s revenue based operational division for the years ended December 31: (In thousands) SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT 2023 2022 Operations Residential $ 33,039 $ 39,513 Commercial and Industrial 61,470 32,750 Utility 1,174 4,190 Totals $ 95,683 $ 76,453 Revenue $ 95,683 $ 76,453 |
SCHEDULE OF CONCENTRATION OF ACCOUNTS RECEIVABLE | Concentration of accounts receivable consist of the following: SCHEDULE OF CONCENTRATION OF ACCOUNTS RECEIVABLE December 31, 2023 December 31, 2022 Customer A 18 % 0 % Customer B 13 % 0 % Customer C 10 % 0 % Customer D 6 % 0 % Customer E 3 % 5 % Customer F 1 % 5 % Customer G 0 % 7 % Customer H 4 % 15 % Concentration Risk Percentage 4 % 15 % |
SCHEDULE OF CONTRACT ASSET AND LIABILITIES | SCHEDULE OF CONTRACT ASSET AND LIABILITIES 2023 2022 (In thousands) Contract Assets $ 12,560 $ 7,324 Contract Liabilities 7,024 5,419 |
SCHEDULE OF ESTIMATED USEFUL LIVES | SCHEDULE OF ESTIMATED USEFUL LIVES Buildings and improvements 39 Vehicles 3 5 Tools and equipment 3 7 Solar arrays 20 Software 3 7 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | Accounts receivable consist of: SCHEDULE OF ACCOUNTS RECEIVABLE December 31, 2023 December 31, 2022 Accounts receivable - contracts in progress $ 13,892 $ 8,502 Accounts receivable - retainage (742 ) 583 Accounts receivable 13,150 9,085 Allowance for credit losses (163 ) (302 ) Total $ 12,987 $ 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 December 31, 2023 and 2022: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Contract assets $ 11,300 $ 7,231 Unbilled receivables, included in costs in excess of billings 518 (490 ) Costs and estimated earnings in excess of billings 11,818 6,741 Retainage, included in Accounts Receivable 742 583 Total $ 12,560 $ 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 costs associated with contract assets as of December 31, 2023 will be billed and collected within one year. Contract liabilities were as follows at December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Contract Liabilities $ 7,024 $ 5,419 Retainage - - Total $ 7,024 $ 5,419 |
CONTRACTS IN PROGRESS (Tables)
CONTRACTS IN PROGRESS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contracts In Progress | |
SCHEDULE OF CONTRACTS IN PROGRESS | Information with respect to contracts in progress are as follows: SCHEDULE OF CONTRACTS IN PROGRESS December 31, 2023 December 31, 2022 Expenditures to date on uncompleted contracts $ 56,642 $ 31,215 Estimated earnings thereon 2,029 2,509 Contract costs 58,671 33,724 Less billings to date (53,654 ) (31,912 ) Contract costs, net of billings 5,017 1,812 Plus under billings remaining on contracts 100% complete 519 93 Total $ 5,536 $ 1,905 Included in accompany balance sheets under the following captions: December 31, 2022 December 31, 2021 Contract assets $ 12,560 $ 7,324 Contract liabilities (7,024 ) (5,419 ) Total $ 5,536 $ 1,905 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Information with respect to property and equipment are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Building and improvements $ 481 $ 481 Vehicles 4,196 3,824 Tools and equipment 2,551 2,152 Software 329 310 Solar arrays 6,562 6,708 Property plant and equipment gross 6,562 6,708 Less accumulated depreciation (6,311 ) (5,035 ) Property plant and equipment, net $ 7,808 $ 8,440 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2023 and 2022. SCHEDULE OF SEGMENT NET REVENUE Residential Commercial Utility Corporate Total Year ended December 31, 2023 Residential Commercial Utility Corporate Total Net revenue $ 33,039 $ 61,470 $ 1,174 $ - $ 95,683 Cost of earned revenue 23,631 52,667 1,469 - 77,767 Income (loss) before operating expenses 9,408 8,803 (295 ) - 17,916 Operating expenses Warehousing and other operating expenses - 824 - - 824 Impairment of investment - - - 4,020 4,020 General and administrative expenses 10,453 5,180 1,027 4,958 21,618 Segment (loss) gain (1,045 ) 2,799 (1,322 ) (8,978 ) (8,546 ) Stock based compensation – general and administrative - - - 1,079 1,079 Depreciation and amortization 1,978 1,091 - - 3,069 Operating (loss) gain $ (3,023 ) $ 1,708 $ (1,322 ) (10,057 ) $ (12,694 ) Residential Commercial Utility Corporate Total Year ended December 31, 2022 Residential Commercial Utility Corporate Total Net revenue $ 39,513 $ 32,746 $ 4,194 $ - $ 76,453 Cost of earned revenue 29,834 28,457 2,190 - 60,481 Income before operating expenses 9,679 4,289 2,004 - 15,972 Income (loss) before operating expenses 9,679 4,289 2,004 - 15,972 Operating expenses Warehousing and other operating expenses - 1,765 - - 1,765 Impairment of goodwill - - - 37,150 37,150 General and administrative expenses 13,471 4,679 1,394 2,867 22,411 Segment contribution (loss) (3,792 ) (2,155 ) 610 (40,017 ) (45,354 ) Stock based compensation – general and administrative - - - 2,981 2,981 Depreciation and amortization 6,017 1,054 - - 7,071 Operating (loss) income $ (9,809 ) $ (3,209 ) $ 610 (42,998 ) $ (55,406 ) Assets by operating segment are as follows: December 31, December 31, Residential $ 19,631 23,685 Commercial and Industrial 45,201 41,831 Utility 585 990 Corporate 1,284 975 Assets $ 66,701 67,481 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
SCHEDULE OF LEASE EXPENSE | The Company’s lease expense for the year ended December 31, 2023 was entirely comprised of operating leases as disclosed below. SCHEDULE OF LEASE EXPENSE December 31, 2023 December 31, 2022 Lease cost Operating lease cost $ 921 $ 1,029 Total lease cost $ 921 $ 1,029 Right of use asset, net $ 6,318 $ 6,960 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (816 ) $ (834 ) Weighted average remaining lease term – operating leases 10.12 10.94 Weighted average discount rate – operating leases 3.33 % 3.33 % |
SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE | Estimated minimum future lease obligations are as follows: SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE Year ending December 31: Amount 2024 $ 805 2025 798 2026 795 2027 797 2028 803 Thereafter 4,084 Total lease payments 8,082 Less: interest (1,372 ) Total operating leases liability 6,710 operating leases liability Current 596 operating leases liability Non Current $ 6,114 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SUMMARY OF LONG-TERM DEBT | A summary of long-term debt is as follows: SUMMARY OF LONG-TERM DEBT December 31, 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. $ 552 $ 598 NBT Bank, National Association, 4.25 5,869 552 598 NBT Bank, National Association, 4.15 3,677 98 137 NBT Bank, National Association, 4.20 5,598 270 325 NBT Bank, National Association, 4.85 2,932 - 14 Various vehicle loans, interest ranging from 0 10.09 34,878 1,233 1,271 National Bank of Middlebury, 3.95 5 10 2.75 3.95 2,388 - 21 Senior secured convertible notes payable, 5 monthly payments th letter agreement with certain investors 12,500 Revenue loan with 48 month amortization period secured by all assets of the Company, no conversion provisions. 8,000 - CSA 36: Payable in monthly installments of $ 2,414 5.5 92 115 CSA 36: Payable in monthly interest only installments of $ 1,104 552 2,485 20,142 11.25 118 118 Equipment loans 22 56 Long-term debit 10,385 15,155 Less current portion (1,820 ) (5,374 ) Long-term debt, including debt issuance costs 8,565 9,781 Less debt issuance costs (603 ) (1,555 ) Long-term debt $ 7,962 $ 8,226 |
SCHEDULE OF MATURITIES OF LONG-TERM DEBT | Maturities of long-term debt are as follows: SCHEDULE OF MATURITIES OF LONG-TERM DEBT Year ending December 31: Amount 2024 $ 1,821 2025 2,043 2026 2,423 2027 3,898 2028 76 Thereafter 124 Total $ 10,385 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
SCHEDULE OF WARRANTS ACQUIRED | SCHEDULE OF WARRANTS ACQUIRED December 31, 2023 December 31, 2022 Beginning balance 69,144 69,144 Granted 1,000,000 - Exercised - - Redeemed - Ending balance 1,069,144 69,144 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS | SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS Input Mark-to-Market Measurement at December 31, 2023 Mark-to-Market Measurement at December 31, 2022 Risk-free rate 3.88 % 3.88 % Remaining term in years 0.47 4.66 1.47 Expected volatility 139.50 % 147.02 % Exercise price $ 1 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 | The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Fair Value Measurement as of December 31, 2023 Total Level 1 Level 2 Level 3 Liabilities: Series A Convertible Preferred Stock 3,882 - - 3,882 Private Warrants 248 - - 248 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 | The following is a roll forward of the Company’s Level 3 instruments: SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS December 31, 2023 December 31, 2022 Beginning balance $ 10 $ 148 Series A Convertible Preferred Stock 3,882 - Fair value adjustment – Warrant liability 238 (138 ) Ending balance $ 4,130 $ 10 |
UNION ASSESSMENTS (Tables)
UNION ASSESSMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
SCHEDULE OF UNION ASSESSMENTS | The Company has an agreement with the IBEW in respect to rates of pay, hours, benefits, and other employment conditions that expires May 31, 2025. During the years ended December 31, 2023 and 2022, the Company incurred the following union assessments (in thousands): SCHEDULE OF UNION ASSESSMENTS December 31, 2023 December 31, 2022 Pension fund $ 670 $ 350 Welfare fund 1,602 1,120 National employees benefit fund 149 100 Joint apprenticeship and training committee 115 43 401(k) matching 208 172 Total $ 2,744 $ 1,785 |
SCHEDULE OF MULTIEMPLOYER PLANS | Details of significant multiemployer pension plans as of and for the periods indicated, based upon information available to the Company from plan administrators as well as publicly available information on the U.S. Department of Labor website, are provided in the following table: SCHEDULE OF MULTIEMPLOYER PLANS Multiemployer Employer Identification Plan Contributions For the Years December 31, Expiration Date of Pension Protection Act Zone Status FIP/RP Pension Plan Number Number 2023 2022 CBA 2023 As of 2022 As of Status Surcharge National Electrical Benefit Fund 53-0181657 1 99,907 91,180 5/31/2023 Green 12/31/2022 Green 12/31/2021 NA No |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) | The provision for income taxes for the years ended December 31, 2023 and 2022 consists of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2023 2022 Current Federal $ - $ - State 44 20 Total Current 44 20 Deferred Federal - (585 ) State - (187 ) Total Deferred $ - (772 ) Provision (Benefit) for Income Taxes $ 44 $ (752 ) |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The Company’s total deferred tax assets and liabilities at December 31, 2023 and 2022 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Deferred tax assets (liabilities) Accruals and reserves $ 804 $ 219 Tax credits 592 592 Net operating loss 12,252 9,272 Asset Impairments 1,114 - Stock-based compensation 275 22 Less valuation allowance (10,222 ) (4,771 ) Total deferred tax assets 4,815 5,335 Property and equipment (1,776 ) (1,903 ) Intangibles (3,039 ) (3,432 ) Total deferred tax liabilities (4,815 ) (5,335 ) Net deferred tax liability $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | For the years ended December 31, 2023 and 2022, respectively, the reconciliation between the effective tax of (0.23 1.38 21 21 SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2023 2022 Income tax expense at federal statutory rate $ (4,069 ) $ (11,450 ) Paycheck Protection Program tax exempt loan forgiveness - (544 ) Permanent differences 4 2 Permanent differences for change in fair value of warrants 50 (29 ) Goodwill Impairment - 10,400 Non-deductible intangible assets - - Other adjustments - - State and local taxes net of federal benefit (1,329 ) (3,902 ) Valuation allowance 5,388 4,771 Income tax expense (benefit) $ 44 $ (752 ) |
CAPTIVE INSURANCE (Tables)
CAPTIVE INSURANCE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
SUMMARY OF FINANCIAL INFORMATION | Summary financial information on NCL as of September 30, 2023 is: SUMMARY OF FINANCIAL INFORMATION Total assets $ 194,375 Total liabilities $ 100,145 Comprehensive income $ 195 NCL’s fiscal year end is September 30, 2023. December 31, 2023 December 31, 2022 Investment in NCL Capital $ 36 $ 36 Cash security 218 218 Investment income in excess of losses (incurred and reserves) 16 16 Total $ 270 $ 270 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 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 2023 2022 Years Ended December 31, 2023 2022 Option to purchase Common Stock, from Jensyn’s IPO 429,000 429,000 Warrants to purchase Common Stock, from Jensyn’s IPO 34,572 34,572 Unvested restricted stock awards 202,305 305,023 Unexercised options to purchase Common Stock 888,084 225,666 Unvested options to purchase Common Stock - 350,667 Private warrants to purchase common shares from Anson Note 1,000,000 - Series A Convertible Preferred Stock 300,000 - Totals 2,853,961 1,344,928 |
RESTRICTED STOCK AND STOCK OP_2
RESTRICTED STOCK AND STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY | SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY December 31, 2023 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2023 576,334 $ 3.80 Granted 410,000 $ 1.03 Exercised - $ - Forfeited 98,250 $ - Outstanding, ending December 31, 2023 888,084 $ 2.94 Exercisable at December 31, 2023 605,249 $ 2.84 December 31, 2022 Number of Options Weighted average exercise price Outstanding, beginning January 1, 2022 201,334 $ 1.49 Granted 375,000 $ 5.04 Exercised - $ 1.49 Outstanding, ending December 31, 2022 576,334 $ 3.80 Exercisable at December 31, 2022 225,666 $ 3.46 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF INVESTMENT | Investments consist of: SCHEDULE OF INVESTMENT December 31, 2022 December 31, 2022 GreenSeed Investors, LLC $ - $ 3,924 Investment in Solar Project Partners, LLC - 96 Investment in Gemini Electric Mobility Co. 2,000 2,000 Investment in NAD Grid Corp. d/b/a AmpUp 1,000 1,000 Investment in Encore Renewables 5,000 5,000 Total $ 8,000 $ 12,020 |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS | The Company’s intangible assets at December 31, 2023 consist of: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS Amortization December 31, December 31, iSun Trademark and Brand 10 $ 3,007 $ 3,007 Intellectual property 10 1,000 1,000 Backlog of projects 12 3,220 3,220 SunCommon Trademark and Brand 10 11,980 11,980 Intangible assets, gross 10 Years 11,980 11,980 Accumulated amortization (6,768 ) (5,169 ) Total $ 12,439 $ 14,038 |
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE | Estimated future amortization expense for the Company’s intangible assets as of December 31, 2023 is as follows: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE Cost 2024 $ 1,599 2025 1,599 2026 1,599 2027 1,599 2028 1,599 Thereafter 4,444 Total $ 12,439 |
REVISIONS OF PREVIOUSLY ISSUE_2
REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revisions Of Previously Issued Financial Statements | |
SCHEDULE OF CORRECTING ERROR | The following table presents the effect of correcting this error on the Company’s previously issued footnotes related the deferred tax assets and liabilities at December 31, 2022. There were no changes to the statements of stockholders’ equity, balance sheets or statements of operations. SCHEDULE OF CORRECTING ERROR As previously reported Adjustment As revised As of December 31, 2022 As previously reported Adjustment As revised Deferred tax assets (liabilities) Net operating loss 19,673 (10,400 ) 9,273 Less Valuation Allowance (15,171 ) 10,400 (4,771 ) Total Deferred tax assets 5,335 0 5,335 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 95,683 | $ 76,453 |
Solar Operations [Member] | ||
Revenue | 80,615 | 68,936 |
Electric Operations [Member] | ||
Revenue | 13,672 | 6,354 |
Data And Network Operations [Member] | ||
Revenue | $ 1,396 | $ 1,163 |
SCHEDULE OF REVENUE BASED OPERA
SCHEDULE OF REVENUE BASED OPERATIONAL SEGMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 95,683 | $ 76,453 |
Residential [Member] | ||
Revenue | 33,039 | 39,513 |
Commercial and Industrial [Member] | ||
Revenue | 61,470 | 32,750 |
Utility [Member] | ||
Revenue | $ 1,174 | $ 4,190 |
SCHEDULE OF CONCENTRATION OF AC
SCHEDULE OF CONCENTRATION OF ACCOUNTS RECEIVABLE (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration Risk Percentage | 18% | 0% |
Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration Risk Percentage | 13% | 0% |
Customer C [Member] | ||
Product Information [Line Items] | ||
Concentration Risk Percentage | 10% | 0% |
Customer D [Member] | ||
Product Information [Line Items] | ||
Concentration Risk Percentage | 6% | 0% |
Customer E [Member] | ||
Product Information [Line Items] | ||
Concentration Risk Percentage | 3% | 5% |
Customer F [Member] | ||
Product Information [Line Items] | ||
Concentration Risk Percentage | 1% | 5% |
Customer G [Member] | ||
Product Information [Line Items] | ||
Concentration Risk Percentage | 0% | 7% |
Customer H [Member] | ||
Product Information [Line Items] | ||
Concentration Risk Percentage | 4% | 15% |
SCHEDULE OF CONTRACT ASSET AND
SCHEDULE OF CONTRACT ASSET AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contract Assets | $ 12,560 | $ 7,324 |
Contract Liabilities | $ 7,024 | $ 5,419 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | Dec. 31, 2023 |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 39 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Solar Arrays [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Software and Software Development Costs [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Software and Software Development Costs [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
SUMMARY OF OPERATIONS AND SIG_4
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Revenue | $ 95,683,000 | $ 76,453,000 | |
Pre contract costs | 0 | 0 | |
Allowance for doubtful accounts | 163,000 | 302,000 | |
Threshold value to record property and equipment at cost | 5,000 | ||
Goodwill impairment loss | 37,150,000 | ||
Cash, FDIC insured amount | 250,000 | ||
Uninsured cash balances | 1,895,000 | 3,300,000 | |
Deferred financing costs | 308,000 | 0 | |
Amortization expense | 1,049,000 | 413,000 | |
Gain on forgiveness of PPP loan | 2,592,000 | ||
Loss on extinguishment of debt | 3,076,000 | ||
Inventory allowance | $ 0 | 0 | |
Number of reportable segments | Segment | 2 | ||
Letter Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Loss on extinguishment of debt | $ 3,100,000 | ||
Minimum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Intangible asset useful life | 1 year | ||
Maximum [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Intangible asset useful life | 10 years | ||
Solar Power Projects [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Project assets | $ 0 | $ 0 | |
Forecast [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Revenue | $ 1,070,000,000 | ||
Equity securities revenue | 700,000,000 | ||
Non convertible debt revenue | $ 1,000,000,000 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficiency | $ 3,900 | |
Net Income (Loss) Attributable to Parent | 19,417 | $ 53,779 |
Net Cash Provided by (Used in) Operating Activities | $ 8,940 | $ 6,318 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 13,150 | $ 9,085 |
Allowance for credit losses | (163) | (302) |
Total | 12,987 | 8,783 |
Contracts in Progress [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 13,892 | 8,502 |
Retainage [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ (742) | $ 583 |
SCHEDULE OF CONTRACT ASSETS AND
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Contract assets | $ 11,300 | $ 7,231 |
Unbilled receivables, included in costs in excess of billings | 518 | (490) |
Costs and estimated earnings in excess of billings | 11,818 | 6,741 |
Retainage, included in Accounts Receivable | 742 | 583 |
Total | 12,560 | 7,324 |
Contract Liabilities | 7,024 | 5,419 |
Retainage | ||
Total | $ 7,024 | $ 5,419 |
ACCOUNTS RECEIVABLE (Details Na
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Bad debt expense | $ 67 | $ 145 |
SCHEDULE OF CONTRACTS IN PROGRE
SCHEDULE OF CONTRACTS IN PROGRESS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Capitalized Contract Cost [Line Items] | ||
Contract costs | $ 58,671 | $ 33,724 |
Less billings to date | (53,654) | (31,912) |
Contract costs, net of billings | 5,017 | 1,812 |
Plus under billings remaining on contracts 100% complete | 519 | 93 |
Total | 5,536 | 1,905 |
Contract assets | 12,560 | 7,324 |
Contract liabilities | (7,024) | (5,419) |
Expenditures On Uncompleted Contracts [Member] | ||
Capitalized Contract Cost [Line Items] | ||
Contract costs | 56,642 | 31,215 |
Estimated Earnings Thereon [Member] | ||
Capitalized Contract Cost [Line Items] | ||
Contract costs | $ 2,029 | $ 2,509 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation | $ (6,311) | $ (5,035) |
Property plant and equipment, net | 7,808 | 8,440 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 481 | 481 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 4,196 | 3,824 |
Tools, Dies and Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 2,551 | 2,152 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 329 | 310 |
Electric Generation Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 6,562 | $ 6,708 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1,471 | $ 2,252 |
SCHEDULE OF SEGMENT NET REVENUE
SCHEDULE OF SEGMENT NET REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 95,683 | $ 76,453 |
Cost of earned revenue | 77,767 | 60,481 |
Income (loss) before operating expenses | 17,916 | 15,972 |
Operating expenses | ||
Warehousing and other operating expenses | 824 | 1,765 |
Impairment of investment | 4,020 | |
General and administrative expenses | 21,618 | 22,411 |
Segment (loss) gain | (8,546) | |
Stock based compensation – general and administrative | 1,079 | 2,981 |
Depreciation and amortization | 3,069 | 7,071 |
Operating (loss) income | (12,694) | (55,406) |
Impairment of goodwill | 37,150 | |
Segment contribution (loss) | (45,354) | |
Assets | 66,701 | 67,481 |
Residential [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 33,039 | 39,513 |
Cost of earned revenue | 23,631 | 29,834 |
Income (loss) before operating expenses | 9,408 | 9,679 |
Operating expenses | ||
Warehousing and other operating expenses | ||
Impairment of investment | ||
General and administrative expenses | 10,453 | 13,471 |
Segment (loss) gain | (1,045) | |
Stock based compensation – general and administrative | ||
Depreciation and amortization | 1,978 | 6,017 |
Operating (loss) income | (3,023) | (9,809) |
Impairment of goodwill | ||
Segment contribution (loss) | (3,792) | |
Assets | 19,631 | 23,685 |
Commercial and Industrial [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 61,470 | 32,746 |
Cost of earned revenue | 52,667 | 28,457 |
Income (loss) before operating expenses | 8,803 | 4,289 |
Operating expenses | ||
Warehousing and other operating expenses | 824 | 1,765 |
Impairment of investment | ||
General and administrative expenses | 5,180 | 4,679 |
Segment (loss) gain | 2,799 | |
Stock based compensation – general and administrative | ||
Depreciation and amortization | 1,091 | 1,054 |
Operating (loss) income | 1,708 | (3,209) |
Impairment of goodwill | ||
Segment contribution (loss) | (2,155) | |
Assets | 45,201 | 41,831 |
Utility [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 1,174 | 4,194 |
Cost of earned revenue | 1,469 | 2,190 |
Income (loss) before operating expenses | (295) | 2,004 |
Operating expenses | ||
Warehousing and other operating expenses | ||
Impairment of investment | ||
General and administrative expenses | 1,027 | 1,394 |
Segment (loss) gain | (1,322) | |
Stock based compensation – general and administrative | ||
Depreciation and amortization | ||
Operating (loss) income | (1,322) | 610 |
Impairment of goodwill | ||
Segment contribution (loss) | 610 | |
Assets | 585 | 990 |
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 | ||
Impairment of investment | 4,020 | |
General and administrative expenses | 4,958 | 2,867 |
Segment (loss) gain | (8,978) | |
Stock based compensation – general and administrative | 1,079 | 2,981 |
Depreciation and amortization | ||
Operating (loss) income | (10,057) | (42,998) |
Impairment of goodwill | 37,150 | |
Segment contribution (loss) | (40,017) | |
Assets | $ 1,284 | $ 975 |
SCHEDULE OF LEASE EXPENSE (Deta
SCHEDULE OF LEASE EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 921 | $ 1,029 |
Total lease cost | 921 | 1,029 |
Right of use asset, net | 6,318 | 6,960 |
Operating cash flows from operating leases | $ (816) | $ (834) |
Weighted average remaining lease term, operating leases | 10 years 1 month 13 days | 10 years 11 months 8 days |
Weighted average discount rate, operating leases | 3.33% | 3.33% |
SCHEDULE OF ESTIMATED FUTURE MI
SCHEDULE OF ESTIMATED FUTURE MINIMUM LEASE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 805 | |
2025 | 798 | |
2026 | 795 | |
2027 | 797 | |
2028 | 803 | |
Thereafter | 4,084 | |
Total lease payments | 8,082 | |
Less: interest | (1,372) | |
Total operating leases liability | 6,710 | |
operating leases liability Current | 596 | $ 588 |
operating leases liability Non Current | $ 6,114 | $ 6,711 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Dec. 31, 2023 |
Minimum [Member] | |
Operating lease, remaining lease term | 1 year |
Maximum [Member] | |
Operating lease, remaining lease term | 18 years |
SUMMARY OF LONG-TERM DEBT (Deta
SUMMARY OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Long-term debit | $ 10,385 | $ 15,155 |
Less current portion | (1,820) | (5,374) |
Long-term debt, including debt issuance costs | 8,565 | 9,781 |
Less debt issuance costs | (603) | (1,555) |
Long-term debt | 7,962 | 8,226 |
NBT Bank National Association 4.25% Interest Rate [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 552 | 598 |
NBT Bank National Association 4.15% Interest Rate [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 98 | 137 |
NBT Bank National Association 4.20% Interest Rate [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 270 | 325 |
NBT Bank, National Association, Secured Debt, 4.85 Percent [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 14 | |
Vehicle Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 1,233 | 1,271 |
National Bank of Middlebury Secured Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 21 | |
Interest fixed term | 5 years | |
Interest variable term | 10 years | |
Senior Secured Convertible Notes Payable 5% [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 12,500 | |
Revenue Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | $ 8,000 | |
CSA 36 Secured Debt Interest Rate 55% [Member] | ||
Short-Term Debt [Line Items] | ||
Long-term debit | 92 | 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 | $ 22 | $ 56 |
SUMMARY OF LONG-TERM DEBT (De_2
SUMMARY OF LONG-TERM DEBT (Details) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 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 |
NBT Bank, National Association, Secured Debt, 4.85 Percent [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 4.85% |
Installment payment | $ 2,932 |
Vehicle Loans [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 3.95% |
Installment payment | $ 34,878 |
Basis spread on variable rate | 2.75% |
Floor interest rate | 3.95% |
Vehicle Loans [Member] | Minimum [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 0% |
Vehicle Loans [Member] | Maximum [Member] | |
Short-Term Debt [Line Items] | |
Interest rate | 10.09% |
National Bank of Middlebury Secured Debt [Member] | |
Short-Term Debt [Line Items] | |
Installment payment | $ 2,388 |
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 | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 1,821 |
2025 | 2,043 |
2026 | 2,423 |
2027 | 3,898 |
2028 | 76 |
Thereafter | 124 |
Total | $ 10,385 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 12, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Line of Credit Facility [Line Items] | ||||
Repayments of long-term debt | $ 7,895 | $ 7,344 | ||
Long-term debt | $ 10,385 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Gain (Loss) on Extinguishment of Debt | $ 3,076 | |||
Revenue Loan And Security Agreement [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 8,000 | |||
Long-term debt, payment of principal or interest | 5,200 | |||
Repayments of long-term debt | 13,200 | |||
Long-term debt | $ 8,000 | |||
Long-term deb, variable interest rate | 16.25% | |||
Revenue Loan And Security Agreement [Member] | January 1 20225 Thousand December 5 20225 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, current borrowing capacity | $ 165 | |||
Revenue Loan And Security Agreement [Member] | January 1 2024 Thousand December 31 2024 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, remaining borrowing capacity | $ 225 | |||
Letter Agreement [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Gain (Loss) on Extinguishment of Debt | 3,100 | |||
Letter Agreement [Member] | Series A Convertible Redeemable Preferred Stock [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Preferred Stock, Shares Issued | 300,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Letter Agreement [Member] | Investor [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument face amount | $ 6,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 3,882 | |||
Letter Agreement [Member] | Investor [Member] | Series A Redeemable Preferred Stock [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Stock Issued During Period, Value, New Issues | $ 632 | |||
Letter Agreement [Member] | Investor [Member] | Common Stock [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 3,500,000 | |||
Cash Advance Funding Agreement [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument face amount | $ 1,500 | |||
Accrued expenses current | $ 600 |
SCHEDULE OF WARRANTS ACQUIRED (
SCHEDULE OF WARRANTS ACQUIRED (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants | ||
Beginning balance | 69,144 | 69,144 |
Granted | 1,000,000 | |
Exercised | ||
Redeemed | ||
Ending balance | 1,069,144 | 69,144 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants outstanding | 1,000,000 | ||
Exercise price | $ 1 | ||
Warrants outstanding term | 5 years | ||
Private warrants to acquire shares of common stock | 1,069,144 | 69,144 | 69,144 |
Warrant [Member] | |||
Number of new shares issued | 1,000,000 | ||
Private warrants to acquire shares of common stock | 1,069,144 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS (Details) - Private Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free rate | 3.88% | 3.88% |
Remaining term in years | 1 year 5 months 19 days | |
Expected volatility | 139.50% | 147.02% |
Exercise price | $ 11.50 | |
Fair value of common stock | $ 0.22 | $ 1.30 |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Remaining term in years | 5 months 19 days | |
Exercise price | $ 1 | |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Remaining term in years | 4 years 7 months 28 days | |
Exercise price | $ 11.50 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 248 | $ 10 |
Fair Value, Inputs, Level 1 [Member] | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | ||
Fair Value, Inputs, Level 2 [Member] | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | ||
Fair Value, Inputs, Level 3 [Member] | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 248 | $ 10 |
Series A Convertible Preferred Stock [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 3,882 | |
Series A Convertible Preferred Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | ||
Series A Convertible Preferred Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | ||
Series A Convertible Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 3,882 |
SCHEDULE OF ROLL FORWARD OF LEV
SCHEDULE OF ROLL FORWARD OF LEVEL 3 INSTRUMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Beginning balance | $ 10 | $ 148 |
Series A Convertible Preferred Stock | 3,882 | |
Fair value adjustment – Warrant liability | 238 | (138) |
Ending balance | $ 4,130 | $ 10 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Impairment of investment, percentage | 100% | |
Impairment loss | $ 4,020 | |
Impairment of goodwill | $ 37,150 | |
GreenSeed Investors LLC [Member] | ||
Impairment loss | $ 4,000 |
SCHEDULE OF UNION ASSESSMENTS (
SCHEDULE OF UNION ASSESSMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Total | $ 2,744 | $ 1,785 |
Pension Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 670 | 350 |
Welfare Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 1,602 | 1,120 |
National Employees Benefit Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 149 | 100 |
Joint Apprenticeship And Training Committee [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 115 | 43 |
Matching 401K Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | $ 208 | $ 172 |
SCHEDULE OF MULTIEMPLOYER PLANS
SCHEDULE OF MULTIEMPLOYER PLANS (Details) - National Electrical Benefit Fund [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Multiemployer plan, pension, significant, employer identification number | 530181657 | |
Multiemployer Plan, Pension, Significant, Employer Contribution, Cost | $ 99,907 | $ 91,180 |
Multiemployer Plan, Pension, Significant, Collective-Bargaining Arrangement, Expiration Date | May 31, 2023 | |
Multiemployer Plan, Pension, Significant, Certified Zone Status [Fixed List] | Green | Green |
Multiemployer Plan, Pension, Significant, Funding Improvement or Rehabilitation Plan, Implementation Status [Fixed List] | NA | |
Multiemployer Plan, Pension, Significant, Surcharge [Fixed List] | No |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Dec. 31, 2023 USD ($) |
Related Party Transactions [Abstract] | |
Accrued expenses | $ 933 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
Federal | ||
State | 44 | 20 |
Total Current | 44 | 20 |
Deferred | ||
Federal | (585) | |
State | (187) | |
Total Deferred | (772) | |
Provision (Benefit) for Income Taxes | $ 44 | $ (752) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets (liabilities) | ||
Accruals and reserves | $ 804 | $ 219 |
Tax credits | 592 | 592 |
Net operating loss | 12,252 | 9,272 |
Asset Impairments | 1,114 | |
Stock-based compensation | 275 | 22 |
Less valuation allowance | (10,222) | (4,771) |
Total deferred tax assets | 4,815 | 5,335 |
Property and equipment | (1,776) | (1,903) |
Intangibles | (3,039) | (3,432) |
Total deferred tax liabilities | (4,815) | (5,335) |
Net deferred tax liability |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense at federal statutory rate | $ (4,069) | $ (11,450) |
Paycheck Protection Program tax exempt loan forgiveness | (544) | |
Permanent differences | 4 | 2 |
Permanent differences for change in fair value of warrants | 50 | (29) |
Goodwill Impairment | 10,400 | |
Non-deductible intangible assets | ||
Other adjustments | ||
State and local taxes net of federal benefit | $ (1,329) | $ (3,902) |
Valuation allowance | 5,388 | 4,771 |
Provision (Benefit) for Income Taxes | $ 44 | $ (752) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Interest and penalties related to income taxes | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent | (0.23%) | 1.38% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Tax credit carryforwards | $ 592,000 | |
Increase in valluation allowance | 617 | $ 4,771 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 44,300,000 | |
Deferred tax assets, operating loss carryforwards, subject to examination | 2,200,000 | |
Net operating losses not subject to expiration | 42,100,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 43,600,000 |
SUMMARY OF FINANCIAL INFORMATIO
SUMMARY OF FINANCIAL INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Total assets | $ 66,701 | $ 67,481 | |
Total liabilities | 53,581 | 48,194 | |
Investment in NCL | |||
Total | 629 | 270 | |
Navigator Casualty, LTD. [Member] | |||
Total assets | $ 194,375 | ||
Total liabilities | 100,145 | ||
Comprehensive income | $ 195 | ||
Investment in NCL | |||
Capital | 36 | 36 | |
Cash security | 218 | 218 | |
Investment income in excess of losses (incurred and reserves) | 16 | 16 | |
Total | $ 270 | $ 270 |
CAPTIVE INSURANCE (Details Narr
CAPTIVE INSURANCE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Premiums paid | $ 359,000 | $ 235,000 |
Navigator Casualty, LTD. [Member] | ||
Capital investment | 36,000 | |
Redeemable preference shares | 35,900 | |
Common shares | 100 | |
Navigator Casualty, LTD. [Member] | Fund A [Member] | ||
Loss layer | 100,000 | |
Navigator Casualty, LTD. [Member] | Fund B [Member] | ||
Loss layer | $ 300,000 |
SCHEDULE OF POTENTIAL SHARE ISS
SCHEDULE OF POTENTIAL SHARE ISSUANCES EXCLUDED FROM COMPUTATION OF EARNINGS (LOSS) PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 2,853,961 | 1,344,928 |
Option to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 429,000 | 429,000 |
Warrants To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 34,572 | 34,572 |
Unvested Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 202,305 | 305,023 |
Unexercised options to purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 888,084 | 225,666 |
Unvested Options To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 350,667 | |
Private Warrants to Purchase Common Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 1,000,000 | |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 300,000 |
SCHEDULE OF SHARE BASED PAYMENT
SCHEDULE OF SHARE BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Outstanding beginning | 576,334 | 201,334 |
Weighted average exercise price, Outstanding beginning | $ 3.80 | $ 1.49 |
Number of Options, Granted | 410,000 | 375,000 |
Weighted average exercise price, Granted | $ 1.03 | $ 5.04 |
Number of Options, Exercised | ||
Weighted average exercise price, Exercised | $ 1.49 | |
Number of Options, Forfeited | 98,250 | |
Weighted average exercise price, Forfeited | ||
Number of Options, Outstanding ending | 888,084 | 576,334 |
Weighted average exercise price, Outstanding ending | $ 2.94 | $ 3.80 |
Number of Options, Exercisable | 605,249 | 225,666 |
Weighted average exercise price, Exercisable | $ 2.84 | $ 3.46 |
RESTRICTED STOCK AND STOCK OP_3
RESTRICTED STOCK AND STOCK OPTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jan. 03, 2023 | Apr. 18, 2022 | Jan. 24, 2022 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option to purchase common stock | 429,000 | ||||||
Aggregate intrinsic value of options | $ 0 | $ 0 | |||||
Non-Qualified Stock Options [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares available | 605,249 | ||||||
Number of shares available for grant | 605,249 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years | ||||||
Exercised | $ 2.84 | ||||||
Fair value | $ 294,000,000 | ||||||
Volatility | 146.38% | ||||||
Term | 2 years | ||||||
Risk free rate | 4.41% | ||||||
Dividend yield | 0% | ||||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares available | 888,084 | 576,334 | 201,334 | ||||
Share price | $ 0.31 | ||||||
Stock or Unit Option Plan Expense | $ 362,000 | $ 1,359,000 | |||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 169,000 | ||||||
Unrecognized share based compensation, shares | 207,834 | ||||||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years | ||||||
Restricted Stock [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.32 | ||||||
Granted in shares | 180,000 | ||||||
Shares vested | 93,334 | ||||||
Restricted Stock [Member] | Officer [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.63 | $ 5.04 | |||||
Granted in shares | 337,033 | 187,500 | |||||
Stock based compensation expense | $ 717,000 | $ 1,359,000 | |||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Granted in shares | 43,333 | ||||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Officer [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Granted in shares | 62,500 | 112,345 | 112,345 | ||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Officer [Member] | Forecast [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Granted in shares | 112,343 | ||||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Granted in shares | 43,333 | ||||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Officer [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Granted in shares | 62,500 | ||||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Officer [Member] | Forecast [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Granted in shares | 78,120 | ||||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Officer [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Granted in shares | 62,500 | ||||||
Restricted Stock [Member] | Share Based Compensation Award Tranche Four [Member] | Officer [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Granted in shares | 37,499 |
SERIES A CONVERTIBLE PREFERRE_2
SERIES A CONVERTIBLE PREFERRED STOCK (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 12, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Letter Agreement [Member] | |||
Conversion price, percentage | 90% | ||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 3,900,000 | ||
Share price | $ 0.857 | ||
Derivative liabilities | $ 3,882 | ||
Share value | $ 12.94 | ||
Letter Agreement [Member] | Common Stock [Member] | |||
Probability percentage | 33.47% | ||
Letter Agreement [Member] | Preferred Stock [Member] | |||
Probability percentage | 66.53% | ||
Series A Convertible Redeemable Preferred Stock [Member] | Letter Agreement [Member] | |||
Preferred stock, shares issued | 300,000 | ||
Preferred stock, par value | $ 0.0001 | ||
Dividend rate | 7% | ||
Series A Preferred Stock [Member] | |||
Preferred stock, shares issued | 300,000 | 0 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Series A convertible preferred stock, outstanding | 300,000 | ||
Series A convertible preferred stock, outstanding | 300,000 | ||
Series A Preferred Stock [Member] | Letter Agreement [Member] | |||
Temporary Equity Liquidation | $ 3,000,000 |
SALES OF COMMON STOCK PURSUAN_2
SALES OF COMMON STOCK PURSUANT TO S-3 REGISTRATION STATEMENT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Sale of common stock, amount | $ 7,714 | $ 14,421 |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Sale of common stock, shares | 21,572,538 | 3,213,897 |
Sale of common stock, amount | $ 1 | $ 1 |
SCHEDULE OF INVESTMENT (Details
SCHEDULE OF INVESTMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Investments [Line Items] | ||
Total | $ 8,000 | $ 12,020 |
GreenSeed Investors LLC [Member] | ||
Schedule of Investments [Line Items] | ||
Total | 3,924 | |
Solar Project Partners, LLC [Member] | ||
Schedule of Investments [Line Items] | ||
Total | 96 | |
Gemini Electric Mobility Co [Member] | ||
Schedule of Investments [Line Items] | ||
Total | 2,000 | 2,000 |
NAD Grid Corp. d/b/a AmpUp [Member] | ||
Schedule of Investments [Line Items] | ||
Total | 1,000 | 1,000 |
Encore Redevelopment [Member] | ||
Schedule of Investments [Line Items] | ||
Total | $ 5,000 | $ 5,000 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Impairment of investment, percentage | 100% |
Impairment loss | $ 4,020 |
GreenSeed Investors LLC [Member] | |
Impairment loss | $ 4,000 |
SCHEDULE OF FINITE LIVED INTANG
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (6,768) | $ (5,169) |
Total | 12,439 | 14,038 |
iSun Trademark and Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 3,007 | 3,007 |
Estimated useful life | 10 years | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,000 | 1,000 |
Estimated useful life | 10 years | |
Backlog Of Projects [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 3,220 | 3,220 |
Estimated useful life | 12 months | |
Sun Common Trademark And Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 11,980 | $ 11,980 |
Estimated useful life | 10 years |
SCHEDULE OF FINITE LIVED INTA_2
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 1,599 | |
2025 | 1,599 | |
2026 | 1,599 | |
2027 | 1,599 | |
2028 | 1,599 | |
Thereafter | 4,444 | |
Total | $ 12,439 | $ 14,038 |
INTANGIBLES (Details Narrative)
INTANGIBLES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1,599 | $ 4,820 |
Remaining period of amortization | 9 years |
SCHEDULE OF CORRECTING ERROR (D
SCHEDULE OF CORRECTING ERROR (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets (liabilities) | ||
Net operating loss | $ 12,252 | $ 9,272 |
Less Valuation Allowance | (10,222) | (4,771) |
Total deferred tax assets | $ 4,815 | 5,335 |
Error Correction, Other [Member] | ||
Deferred tax assets (liabilities) | ||
Net operating loss | 9,273 | |
Less Valuation Allowance | (4,771) | |
Total deferred tax assets | 5,335 | |
Previously Reported [Member] | ||
Deferred tax assets (liabilities) | ||
Net operating loss | 19,673 | |
Less Valuation Allowance | (15,171) | |
Total deferred tax assets | 5,335 | |
Revision of Prior Period, Adjustment [Member] | ||
Deferred tax assets (liabilities) | ||
Net operating loss | (10,400) | |
Less Valuation Allowance | 10,400 | |
Total deferred tax assets | $ 0 |
REVISIONS OF PREVIOUSLY ISSUE_3
REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revisions Of Previously Issued Financial Statements | ||
Deferred tax asset | $ 10,400 | |
Valuation allowance | (10,400) | |
Deferred tax asset | $ 4,815 | $ 5,335 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Thousands | Jan. 04, 2024 | Dec. 31, 2023 | Sep. 30, 2023 |
Subsequent Event [Line Items] | |||
Debt outstanding balance | $ 10,385 | ||
Cash Advance Funding Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument face amount | $ 1,500 | ||
Accrued expenses current | $ 600 | ||
Cash Advance Funding Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt outstanding balance | $ 2,400 |