Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Mar. 12, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | PSI International, Inc. | |
Entity Central Index Key | 1,690,921 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 12,000,000 | |
Trading Symbol | PSIT | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,989,826 | $ 1,739,545 |
Accounts receivable | 8,082,335 | 10,917,496 |
Related party receivables | 1,468,255 | 587,756 |
Prepaid expenses and other current assets | 382,881 | 184,724 |
Total current assets | 11,923,297 | 13,429,521 |
PROPERTY AND EQUIPMENT, NET | 25,378 | 34,140 |
DEPOSITS AND OTHER NON-CURRENT ASSETS | 1,956,564 | 852,478 |
TOTAL ASSETS | 13,905,239 | 14,316,139 |
CURRENT LIABILITIES | ||
Line of credit | 1,878,775 | 1,233,663 |
Accounts payable | 2,603,612 | 3,209,249 |
Income taxes payable | 379,808 | |
Accrued liabilities | 1,337,531 | 1,754,442 |
Current portion of deferred rent | 23,902 | 22,766 |
Total current liabilities | 6,223,628 | 6,220,120 |
DEFERRED RENT, NET OF CURRENT PORTION | 8,996 | 18,168 |
DEFERRED INCOME TAXES | 1,252,977 | 305,775 |
RELATED PARTY PAYABLE | 1,460,093 | 1,460,093 |
Total liabilities | 8,945,694 | 8,004,156 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, no par value; authorized 10,000,000,000 shares issued and outstanding 12,000,000 shares | ||
Additional paid-in capital | 2,976,524 | 2,976,524 |
Retained earnings | 1,983,021 | 3,335,459 |
Total stockholders' equity | 4,959,545 | 6,311,983 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 13,905,239 | $ 14,316,139 |
Condensed Balance Sheets (Unau3
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, no par value | ||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 12,000,000 | 12,000,000 |
Common stock, shares outstanding | 12,000,000 | 12,000,000 |
Condensed Statements of Income
Condensed Statements of Income (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
CONTRACT REVENUE | $ 10,496,879 | $ 13,779,208 | $ 33,630,908 | $ 40,398,157 |
COST OF REVENUE | 8,924,166 | 11,461,463 | 29,521,890 | 34,325,313 |
GROSS PROFIT | 1,572,713 | 2,317,745 | 4,109,018 | 6,072,844 |
OPERATING EXPENSES: | ||||
Selling, general and administrative expenses | 1,767,779 | 1,742,990 | 4,549,948 | 4,856,737 |
Total operating expenses | 1,767,779 | 1,742,990 | 4,549,948 | 4,856,737 |
OPERATING INCOME (LOSS) | (195,066) | 574,755 | (440,930) | 1,216,107 |
OTHER INCOME (EXPENSE) | ||||
Interest expense, net | (22,842) | (22,112) | (87,620) | (46,616) |
Other income, net | 24,004 | 16,211 | 558,036 | 48,130 |
Total other income (expense), net | 1,162 | (5,901) | 470,416 | 1,514 |
NET INCOME (LOSS) BEFORE INCOME TAXES | (193,904) | 568,854 | 29,486 | 1,217,620 |
INCOME TAX EXPENSE | (1,509,331) | (130,704) | (1,381,924) | (60,881) |
NET INCOME (LOSS) | $ (1,703,235) | $ 438,150 | $ (1,352,438) | $ 1,156,739 |
Earnings per share available to common stockholders | ||||
Basic and diluted | $ (0.14) | $ 0.04 | $ (0.11) | $ 0.10 |
Weighted average number of common shares outstanding | ||||
Basic and diluted | 12,000,000 | 12,000,000 | 12,000,000 | 12,000,000 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2015 | $ 2,976,524 | $ 2,286,667 | $ 5,263,191 | |
Balance, shares at Dec. 31, 2015 | 12,000,000 | |||
Net income | 1,048,792 | 1,048,792 | ||
Balance at Dec. 31, 2016 | 2,976,524 | 3,335,459 | 6,311,983 | |
Balance, shares at Dec. 31, 2016 | 12,000,000 | |||
Net income | (1,352,438) | (1,352,438) | ||
Balance at Sep. 30, 2017 | $ 2,976,524 | $ 1,983,021 | $ 4,959,545 | |
Balance, shares at Sep. 30, 2017 | 12,000,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (1,352,438) | $ 1,156,739 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 8,762 | 7,968 |
Deferred rent | (8,036) | (11,065) |
Deferred income taxes | 947,202 | |
Changes in operating assets and liabilities: | ||
Accounts and related party receivables | 1,004,662 | (1,714,668) |
Prepaid expenses and other assets | (198,157) | (1,001,378) |
Accounts payable | (605,637) | 135,319 |
Income taxes payable | 379,808 | |
Accrued liabilities | (416,911) | (59,326) |
Net cash used in operating activities | (240,745) | (1,486,411) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Increase in deposits and other non-current assets | (154,086) | (918,467) |
Purchase of property and equipment | (19,990) | |
Net cash used in investing activities | (154,086) | (938,457) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings on line of credits, net | 645,112 | 447,918 |
Increase in related party payable | 880,094 | |
Payment of note payable | (30,789) | |
Net cash provided by financing activities | 645,112 | 1,297,223 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 250,281 | (1,127,645) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,739,545 | 1,552,970 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,989,826 | 425,325 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 390 | 24,299 |
Cash paid for interest | 87,620 | 46,887 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Principal payments on notes payable paid by Parent | 1,410,093 | |
Reduction of related party receivables for acquired other non-current assets | $ 150,000 |
Organization, Description of Bu
Organization, Description of Business and Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Organization, Description of Business and Going Concern | 1. Organization, Description of Business AND GOING CONCERN PSI International, Inc. (the “Company”, “we” and “our”) was originally incorporated as Planning Systems International, Inc. in Massachusetts on February 3, 1977. In March 1984, we changed our name to PSI International, Inc. and in September 2004, we changed our state of domicile to Virginia. The Company is engaged in the provision of information technology and program management services (“IT and program management services”) to federal, state and local government agencies and commercial organizations. The information technology services include software development, database management, documents and record management, modernization planning, network integration and support, and data center and user support. The Company’s target markets include agencies and companies in niche areas, such as health research, pharmaceutical, regulatory oversight and social services. We provide IT and communications technology solutions to deliver cost-effective solutions and services across four niche service areas: (1) Information Technology; (2) Health Science; (3) Human Services, and; (4) Renewable Energy Management. We leverage technology and innovation in such fields to allow customers in any industry to improve business performance, improve customer service, detect fraud, and reduce resource consumption by using their data to create new insights and to automate business processes. Our goal is to become a significant provider of such services to major corporations in the private sector and continue to grow our public sector client base by keeping our current clientele and developing new public sector clientele across existing and new product categories. We have sought to diversify and expand our offerings into progressive and innovative technology, specifically sustainable energy solutions. Through our contracts with the state and local governmental agencies and various partnerships with energy developers and energy capitals, we have committed ourselves to obtaining the expertise, capital, and resources required in order to advance our presence in the industry. The Company entered the lucrative renewable energy market by acquiring and operating clean power generation assets in Carroll County, Maryland in the third quarter of 2017. Over time, we intend to acquire other clean power generation assets, including wind, natural gas, geothermal and hydro-electricity, as well as hybrid energy solutions that enable us to provide contracted power on a 24/7 basis. The Company generated an operating loss of $(440,930) for the nine months ended September 30, 2017. As of September 30, 2017, cash and cash equivalents totaled $1,989,826. We anticipate that our current cash, cash equivalents, and cash to be generated from operations will be sufficient to meet our projected operating plans through at least March 31, 2019. The Company is in the process of an initial public offering to raise up to $30,000,000, to fund its general working capital and growth initiatives (“Proposed Public Offering”). If the Company is not able to raise enough capital from the initial public offering or if alternative financing is not available, the Company will delay, postpone or terminate some or all of its research and development and curtail certain selling, general and administrative operations. The inability to raise additional financing may have a material adverse effect on the future performance of the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation Use of Estimates Significant estimates embedded in the financial statements for the periods presented include revenue recognition on fixed-price contracts, income taxes and the useful lives of property, plant and equipment. Segment Reporting Operating Cycle Cash and Cash Equivalents Accounts Receivable Accounts receivable are considered past due if the invoice has been outstanding more than 30 days. The Company does not charge interest on past due receivables. Financial Credit Risk Property and Equipment Deferred Offering Costs Valuation of Long-lived Assets Impairment or Disposal of Long-Lived Assets Deferred Rent Liability Revenue Recognition Revenue on cost-plus-fee contracts is recognized to the extent of costs incurred plus a proportionate amount of the fee earned. The Company considers fixed fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. The Company considers performance-based fees, including award fees, under any contract type to be earned when it can demonstrate satisfaction of performance goals, based upon historical experience, or when the Company receives contractual notification from the customer that the fee has been earned. Revenue on time-and-materials contracts is recognized based on the hours incurred at the negotiated contract billing rates, plus the cost of any allowable material costs and out-of-pocket expenses. Revenue on fixed-price contracts is primarily recognized using the proportional performance method of contract accounting. Unless it is determined as part of the Company’s regular contract performance review that overall progress on a contract is not consistent with costs expended to date, the Company determines the percentage completed based on the percentage of costs incurred to date in relation to total estimated costs expected upon completion of the contract. Revenue on other fixed-price service contracts is generally recognized on a straight-line basis over the contractual service period, unless the revenue is earned, or obligations fulfilled, in a different manner. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined and are recorded as forward loss liabilities in the financial statements. Changes in job performance, job conditions and estimated profitability may result in revisions to costs and revenue and are recognized in the period in which the revisions are determined. Multiple agencies of state governments directly or indirectly provided the majority of the Company’s contract revenue. For the three and nine month periods ended September 30, 2017, one customer provided revenue in excess of 10% of total revenue during the periods. For the three and nine month periods ended September 30, 2016, two customers each provided revenue in excess of 10% of total revenue. These customers accounted for approximately 79% and 73%, respectively, of the Company’s total revenue for the three month periods ended September 30, 2017 and 2016. For the nine month periods ended September 30, 2017 and 2016, these customers contributed to approximately 72% and 75%, respectively, of the Company’s total revenue and represented approximately 34% and 77%, respectively, of the Company’s accounts receivable as of September 30, 2017 and 2016. Cost of Revenue Income Taxes Income Taxes In accordance with ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in assessing the future tax consequences of events that have been recognized in the financial statements or tax returns. Fair Value of Financial Instruments Fair Value Measurements ● Level 1 ● Level 2 ● Level 3 The carrying value of the Company’s cash equivalents, accounts receivable, line of credit, accounts payable and other short-term liabilities are believed to approximate fair value as of September 30, 2017 and December 31, 2016, because of the relatively short duration of these instruments. The Company considers the inputs related to these estimates to be Level 2 fair value measurements. Reclassifications Earnings Per Share New Accounting Pronouncements Adopted — Pushdown Accounting In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes New Accounting Pronouncements Not Yet Adopted — In February 2016, the FASB issued ASU 2016-02, Leases Leases In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) Identifying Performance Obligations and Licensing Narrow-Scope Improvements and Practical Expedients In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, . |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 3. SEGMENT INFORMATION Prior to the third quarter of 2017, the Company had a single reportable business segment, for the provision of IT consulting government contracting services to federal, state and local government agencies and commercial organizations. In August 2017, the Company acquired Power Purchase Agreements (“PPA”) and other related assets from an entity under common control of our Parent. In addition, the Company completed construction of a solar farm project in August 2017. Management determines the Company’s reportable segments based on the internal reporting used by our Chief Operating Decision Makers to evaluate performance and to assess where to allocate resources. The Company evaluates segment performance based on the segment operating profit before corporate expenses. Summarized below are the operating results for each reportable segment: IT Consulting Government Contracting Service Renewable Energy Three Months Ended Three Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Contract Revenue $ 10,496,879 $ 13,779,208 $ - $ - Cost of Revenue $ 8,841,339 $ 11,461,463 $ 82,827 $ - Operating Expenses $ 1,762,257 $ 1,742,990 $ 5,522 $ - Operating Income (Loss) $ (106,717 ) $ 574,755 $ (88,349 ) $ - Other Income (Expense), net $ 1,162 $ (5,901 ) $ - $ - Net Income (Loss) $ (1,614,886 ) $ 438,150 $ (88,349 ) $ - IT Consulting Government Contracting Service Renewable Energy Nine Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Contract Revenue $ 33,630,908 $ 40,398,157 $ - $ - Cost of Revenue $ 29,439,063 $ 34,325,313 $ 82,827 $ - Operating Expenses $ 4,544,426 $ 4,856,737 $ 5,522 $ - Operating Income (Loss) $ (352,581 ) $ 1,216,107 $ (88,349 ) $ - Other Income (Expense), net $ 470,416 $ 1,514 $ - $ - Net Income (Loss) $ (1,264,089 ) $ 1,156,739 $ (88,349 ) $ - IT Consulting Government Contracting Service Renewable Energy September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 Total Assets $ 10,215,580 $ 11,828,389 $ 3,689,659 $ 2,487,750 For the three month periods ended September 30, 2017 and 2016, depreciation and amortization was $3,341 and $0 for IT consulting government contracting service and renewable energy, respectively. For the nine months ended September 30, 2017, depreciation and amortization expense was $8,762 and $0 for IT consulting government contracting service and renewable energy, respectively. |
Acquisition Under Common Contro
Acquisition Under Common Control | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition Under Common Control | 4. acquisiTion under common control In August 2017, the Company acquired PPA and other related assets from an entity under common control of our Parent with a total historical cost of approximately $1,100,000. Based on management’s assessment, the Company has account for this transaction as a business combination under common control with no adjustment to the historical carrying amounts of the assets acquired in accordance with ASC 805, Business Combinations |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. PROPERTY AND EQUIPMENT Property and equipment and related accumulated depreciation and amortization as of September 30, 2017 and December 31, 2016 are as follows: Useful Lives (Years) September 30, 2017 December 31, 2016 Furniture and fixtures 5 $ 80,497 $ 80,497 Equipment 5 171,565 171,565 Leasehold improvements 5 288,280 288,280 Total - at cost 540,342 540,342 Less accumulated depreciation and amortization (514,964 ) (506,202 ) Property and equipment - net $ 25,378 $ 34,140 Depreciation and amortization expense on property and equipment totaled $3,341 and $2,561 for the three month periods ended September 30, 2017 and 2016, respectively, and $8,762 and $7,968 for the nine month periods ended September 30, 2017 and 2016, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. income taxes The Company was treated as an S corporation under Subchapter S of the Internal Revenue Code (“IRC”) for federal, Virginia, New York, and New Jersey state income tax purposes until August 2017. Under a qualified S corporation election, all applicable income and losses of the Company are passed through to the stockholders and no related income taxes are recorded by the Company. Income taxes are recorded for states that do not permit an S corporation election. In August 2017, the Company no longer qualified for Subchapter S treatment and changed its tax status to a C corporation. As a result, the Company recognized income tax expense for changing from the cash basis to accrual basis of accounting for income tax purposes as of the effective date of the tax status change. Deferred tax assets and liabilities for certain temporary differences were also recognized as of the date of the change. Further, the financial statements for the period in which the change becomes effective will include the effects of the event in current income tax expense. Prospectively, pretax income will be subject to federal, state and local income taxes from the date of the tax status change. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. There are no unrecognized tax benefits, interest or penalties recognized in the financial statements. Income tax payable of $379,808 at September 30, 2017 primarily represents the amount due with the Company’s 2017 tax return for federal income taxes relating to the change in tax status from subchapter S Corporation to C Corporation which required converting from the cash to accrual method for tax purposes. The balance of cash to accrual taxable income is deferred and payable over three subsequent tax filing periods. Income tax receivable of $91,964 at December 31, 2016 relating to prior year state taxes paid is included in prepaid and other current assets in the balance sheet. As of September 30, 2017 and December 31, 2016, a summary of the tax effect of the significant components of deferred income taxes is as follows: September 30, 2017 December 31, 2016 Deferred tax assets: Accounts payable and accrued liabilities $ 120,516 $ 230,625 Property and equipment 67,396 9,051 Deferred rent 12,774 13,754 200,685 253,430 Deferred tax liabilities: Accounts receivable - (555,380 ) Cash to accrual taxable income (1,453,662 ) - Prepaid expenses - (3,825 ) (1,453,662 ) (559,205 ) Net deferred tax liability $ (1,252,977 ) $ (305,775 ) For the three and nine month periods ended September 30, 2017 and 2016, the Company’s income tax expense consists of following: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Current $ 403,599 $ (33,208) $ 434,722 $ 37,607 Deferred 1,105,732 163,912 947,202 23,274 Total $ 1,509,331 $ 130,704 $ 1,381,924 $ 60,881 The provision for income taxes varied from the statutory income tax rate for the reporting periods because the Company only recorded income taxes prior to August 1, 2017 on cash-basis taxable income allocated to states that did not recognize the Company’s subchapter S Corporation tax status. After August 1, 2017, upon change in tax status to a C Corporation, the Company recorded income taxes on accrual basis taxable income for all federal, state and local jurisdictions. The change in tax status required converting from the cash to accrual basis for tax purposes and resulted in the recognition of a significant tax charge for previously untaxed income, which distorts the effective tax rate for the three and nine month periods ended September 30, 2017. A numerical rate reconciliation would not be meaningful. The Company remains subject to examination by tax authorities for tax years after 2013. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law. The law includes significant changes to the U.S. corporate income tax system which will or may impact us beginning January 1, 2018, including a reduction of the federal corporate income tax rate from 35% to 21%, and potential limitations on the deductibility of interest expense and executive compensation. We are in the process of analyzing the final legislation and determining an estimate of the financial impact. ASC 740 requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. We will re-measure our deferred income taxes using the new corporate tax rate during the fourth quarter of 2018 when the new tax law was enacted. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 7. STOCKHOLDERS’ EQUITY On August 1, 2016, the Company amended its Articles of Incorporation to increase the authorized shares of common stock to 10,000,000,000 shares from 12,000,000. In August 2017, the Company’s Parent sold 7,081,352 shares of PSI International, Inc. common stock directly to investors and distributed 500 shares to Company employees. Following these transactions, the Parent holds 4,558,148 shares of the Company common stock, and the remaining 360,500 shares are owned by other Company employees. In September 2017, the Company filed a Form 1-A Offering Circular with the SEC for an initial public offering (“IPO”) of its common stock. The Company intends to offer 2 million shares of its common stock at $15.00 per share to potential investors. |
Bank Borrowings
Bank Borrowings | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Bank Borrowings | 8. bank borrowings In 2015, the Company entered into a revolving credit agreement (the “Credit Agreement”) with a financial institution (the “Bank”) under which the Company could borrow up to a maximum of $4,000,000 in revolving credit and a $4,000,000 term loan. The loan had an interest rate of 4.25% and monthly principal and interest payments of $74,220. The outstanding principal under the term loan of $1,440,882 was paid off in January 2016 directly by the Parent, and the Company recorded the corresponding amount as a long-term related party payable. The Company amended the Credit Agreement in June 2016 to allow for a maximum revolving credit amount of $6,000,000 for working capital or other general business purposes, with interest at a base rate of 3% plus the one-month LIBOR. The amended Credit Agreement expired on September 20, 2017. The Company is currently renegotiating a new revolving credit facility with the Bank with similar terms and conditions, and the Bank has allowed the Company to continue using the expired credit facility during the renegotiation process under substantially all of the terms of the expired amended Credit Agreement. Borrowings under the Credit Agreement are secured by substantially all assets of the Company. The terms of the Credit Agreement require that the Company be in compliance with certain financial covenants. The Company was in compliance with such covenants prior to expiration of the Credit Agreement. The total outstanding revolving credit borrowings cannot exceed certain percentages of eligible accounts receivable of the Company. The borrowings outstanding as of September 30, 2017 and December 31, 2016 were $1,878,775 and $1,233,663, respectively, with an interest rate of 4.24% at September 30, 2017 and 3.61% at December 31, 2016. The amount available under the revolving credit facility as of September 30, 2017 and December 31, 2016 was $4,121,225 and $4,766,337, respectively, under the terms of the original agreement prior to its expiration. |
Profit Sharing Plan
Profit Sharing Plan | 9 Months Ended |
Sep. 30, 2017 | |
Profit Sharing Plan | |
Profit Sharing Plan | 9. Profit Sharing Plan The Company maintains a profit sharing plan (the “Plan”) in according with Section 401(k) of the IRC. All employees who have attained the age of 21, excluding any participants designated as Alternative Benefit/No Benefit Employees as defined in the plan document, are eligible to participate in the Plan. Participating employees are entitled to make voluntary contributions. The employer’s contributions to the Plan are discretionary. Such discretionary contributions vest gradually over 5 years and become fully vested at the fifth year of the participating employee’s employment with the Company. The Company did not make any discretionary contributions to the Plan for the three and nine month periods ended September 30, 2017 and 2016. |
Stock Option Plans
Stock Option Plans | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Plans | 10. stock option PLANs The Company has a qualified incentive stock option plan (the “Stock Option Plan”) which allows the Company to grant options to purchase up to a maximum of 500,000 shares of common stock to participants of the Stock Option Plan. The option price for each stock option award may not be less than the fair market value per share of common stock on the date of grant. Stock options granted under the Stock Option Plan vest ratably over a five- or seven-year period as defined in the Stock Option Plan. Stock options expire ten years after the grant date or when certain other events occur, as defined in the option agreement. In the event of termination of the optionee’s relationship with the Company, stock options not yet exercised terminate at the earlier of three months from termination or the end of the vesting period. The Company accounts for stock options under ASC 718, Stock Compensation On August 2, 2017, our Board of Directors unanimously approved our 2017 Equity Incentive Plan (the “2017 Plan”), subject to shareholder approval. The 2017 Plan authorizes us to issue up to 500,000 shares of our common stock. The 2017 Plan allows us to grant tax-qualified incentive stock options, non-qualified stock options and restrictive stock awards to employees, directors and consultants of our Company. No awards have been granted under the 2017 Plan. No stock options were outstanding under the Stock Option Plan as of September 30, 2017 and December 31, 2016, and there was no stock option activity or expense during any of the periods presented. |
Lease Commitments and Contingen
Lease Commitments and Contingent Liability | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease Commitments and Contingent Liability | 11. lease commitments and CONTINGENT LIABILITY The Company leases its office space under non-cancelable agreements, which expire through 2022. These leases contain rent escalation clauses for an increase in the base rent and provisions for the payment of related property taxes, maintenance and certain other operating costs. The Company also has a sub-lease agreement, which expires in July 2018. On September 7, 2017, the Company entered into a termination of its office space lease effective December 31, 2017. Rent expense for the three month period ended September 30, 2017 and 2016 was $135,472 and $112,513, respectively, and for the nine month period ended September 30, 2017 and 2016 was $302,584 and $268,337, respectively. Sublease income for the three month period ended September 30, 2017 and 2016 was $16,949 and $16,457, respectively, and for the nine month period ended September 30, 2017 and 2016 was $50,192 and $48,734, respectively, and is recorded in other income in the condensed statements of income. The Company has cost-reimbursable type contracts with the U.S. Government. Consequently, the Company is reimbursed based upon its direct expenses attributable to the contract plus a percentage for indirect costs based upon overhead and general and administrative expenses. The overhead and general administrative rates are estimates. Accordingly, if the actual rates as determined by the cognizant audit agency are below the Company’s estimates, a refund for the difference would be due to the U.S Government. Management does not anticipate any significant liability associated with indirect rate differences. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related party transactions The Company provided management consulting services for an entity owned by its Parent during the three and nine month periods ended September 30, 2017 under an agreement dated July 29, 2016 which allows for a five percent markup on actual expenses. There were no consulting services provided to the related entity for the three month periods ended September 30, 2017 and 2016, respectively, and revenue from such consulting services of $603,435 and $0 was recognized for the nine month periods ended September 30, 2017 and 2016, respectively, which is included in related party receivables in the balances sheets. Also, during the nine month period ended September 30, 2017, the Company made deposits of $724,610 related to the construction of solar farms for this entity, which is included in related party receivables in the balance sheet at September 30, 2017. In August 2017, the Company entered into an agreement to acquire a PPA and assets under construction for two solar energy from this related party. The Parent paid the remaining balance of the Company’s term loan in January 2016, which is recorded as related party payable to the Parent in the balance sheets as of September 30, 2016 and December 31, 2016. The Company’s balances with related parties as of September 30, 2017 and December 31, 2016 are as follows: September 30, 2017 December 31, 2016 Accounts receivable $ 1,468,255 $ 587,756 Payables to a shareholder $ 1,460,093 $ 1,460,093 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. SUBSEQUENT EVENTS In preparing its financial statements, the Company evaluated subsequent events through March 12, 2018, which is the date that the financial statements were issued. The Company is currently renegotiating a renewal of its Credit Agreement with the lender with similar terms and conditions as the expired agreement. The lender has agreed allow the Company to continue using the revolving credit facility in accordance with the terms and conditions in the expired Credit Agreement during the renegotiation. In September 2017, the Company entered into a new lease for its corporate headquarters. The initial base monthly rent under the new lease agreement commenced on October 1, 2017 but is abated fully or partially for the first fourteen months of the lease term and escalates annually. The new lease expires in January 2025. Future minimum lease payments for the new lease are $0 in 2017, $72,803 in 2018, $184,034 in 2019, $189,555 in 2020, $195,242 in 2021 and $639,754 thereafter. As discussed in Note 11 to these financial statements, prior to its original lease end date of July 31, 2018, the Company negotiated a termination as of December 31, 2017 of the lease agreement for its prior corporate headquarters. In November 2017, the Company formed wholly-owned subsidiaries, PSI Solar 1, LLC and PSI Solar 2, LLC. Simultaneously, the Company transferred its PPA and other related assets with a total historical cost of approximately $7.8 million to these subsidiaries for the purposes of operating solar farms in Carroll County, Maryland. In December 2017, PSI Solar 1, LLC entered into a purchase agreement with Advantage Capital Solar Partners 1, LLC (“Advantage Capital”) at a valuation of approximately $11 million. Advantage Capital invested approximately $3.5 million in 3 tranches. Two tranches, comprising 75% of the total investment, were executed in December 2017 and the remaining 25% of the investment is expected to be executed in the first quarter of 2018. The remaining amount was financed with bank debt. As result of the transaction, AC PSI Solar LLC 2017, a special purpose entity set up as a vehicle to own PSI Solar 1, LLC, became the sole member of PSI Solar 1 LLC and the Company became the Managing Member of AC PSI Solar LLC 2017. This transaction was structured as a 60 month flip, in which Advantage Capital owns 99% and the Company owns 1% of AC PSI Solar LLC 2017 for the first 60 months. After the 60 month period, the Company has the option, subject to the investment return metrics in the agreements, to flip the ownership, where the Company would own 99% of AC PSI Solar LLC 2017 for the consideration of 8% of Advantage Capital’s approximately $3.5 million investment. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Use of Estimates | Use of Estimates Significant estimates embedded in the financial statements for the periods presented include revenue recognition on fixed-price contracts, income taxes and the useful lives of property, plant and equipment. |
Segment Reporting | Segment Reporting |
Operating Cycle | Operating Cycle |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable | Accounts Receivable Accounts receivable are considered past due if the invoice has been outstanding more than 30 days. The Company does not charge interest on past due receivables. |
Financial Credit Risk | Financial Credit Risk |
Property and Equipment | Property and Equipment |
Deferred Offering Costs | Deferred Offering Costs |
Valuation of Long-lived Assets | Valuation of Long-lived Assets Impairment or Disposal of Long-Lived Assets |
Deferred Rent Liability | Deferred Rent Liability |
Revenue Recognition | Revenue Recognition Revenue on cost-plus-fee contracts is recognized to the extent of costs incurred plus a proportionate amount of the fee earned. The Company considers fixed fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. The Company considers performance-based fees, including award fees, under any contract type to be earned when it can demonstrate satisfaction of performance goals, based upon historical experience, or when the Company receives contractual notification from the customer that the fee has been earned. Revenue on time-and-materials contracts is recognized based on the hours incurred at the negotiated contract billing rates, plus the cost of any allowable material costs and out-of-pocket expenses. Revenue on fixed-price contracts is primarily recognized using the proportional performance method of contract accounting. Unless it is determined as part of the Company’s regular contract performance review that overall progress on a contract is not consistent with costs expended to date, the Company determines the percentage completed based on the percentage of costs incurred to date in relation to total estimated costs expected upon completion of the contract. Revenue on other fixed-price service contracts is generally recognized on a straight-line basis over the contractual service period, unless the revenue is earned, or obligations fulfilled, in a different manner. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined and are recorded as forward loss liabilities in the financial statements. Changes in job performance, job conditions and estimated profitability may result in revisions to costs and revenue and are recognized in the period in which the revisions are determined. Multiple agencies of state governments directly or indirectly provided the majority of the Company’s contract revenue. For the three and nine month periods ended September 30, 2017, one customer provided revenue in excess of 10% of total revenue during the periods. For the three and nine month periods ended September 30, 2016, two customers each provided revenue in excess of 10% of total revenue. These customers accounted for approximately 79% and 73%, respectively, of the Company’s total revenue for the three month periods ended September 30, 2017 and 2016. For the nine month periods ended September 30, 2017 and 2016, these customers contributed to approximately 72% and 75%, respectively, of the Company’s total revenue and represented approximately 34% and 77%, respectively, of the Company’s accounts receivable as of September 30, 2017 and 2016. |
Cost of Revenue | Cost of Revenue |
Income Taxes | Income Taxes Income Taxes In accordance with ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in assessing the future tax consequences of events that have been recognized in the financial statements or tax returns. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value Measurements ● Level 1 ● Level 2 ● Level 3 The carrying value of the Company’s cash equivalents, accounts receivable, line of credit, accounts payable and other short-term liabilities are believed to approximate fair value as of September 30, 2017 and December 31, 2016, because of the relatively short duration of these instruments. The Company considers the inputs related to these estimates to be Level 2 fair value measurements. |
Reclassifications | Reclassifications |
Earnings Per Share | Earnings Per Share |
New Accounting Pronouncements Adopted | New Accounting Pronouncements Adopted — Pushdown Accounting In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted — In February 2016, the FASB issued ASU 2016-02, Leases Leases In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) Identifying Performance Obligations and Licensing Narrow-Scope Improvements and Practical Expedients In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, . |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments | Summarized below are the operating results for each reportable segment: IT Consulting Government Contracting Service Renewable Energy Three Months Ended Three Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Contract Revenue $ 10,496,879 $ 13,779,208 $ - $ - Cost of Revenue $ 8,841,339 $ 11,461,463 $ 82,827 $ - Operating Expenses $ 1,762,257 $ 1,742,990 $ 5,522 $ - Operating Income (Loss) $ (106,717 ) $ 574,755 $ (88,349 ) $ - Other Income (Expense), net $ 1,162 $ (5,901 ) $ - $ - Net Income (Loss) $ (1,614,886 ) $ 438,150 $ (88,349 ) $ - IT Consulting Government Contracting Service Renewable Energy Nine Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Contract Revenue $ 33,630,908 $ 40,398,157 $ - $ - Cost of Revenue $ 29,439,063 $ 34,325,313 $ 82,827 $ - Operating Expenses $ 4,544,426 $ 4,856,737 $ 5,522 $ - Operating Income (Loss) $ (352,581 ) $ 1,216,107 $ (88,349 ) $ - Other Income (Expense), net $ 470,416 $ 1,514 $ - $ - Net Income (Loss) $ (1,264,089 ) $ 1,156,739 $ (88,349 ) $ - IT Consulting Government Contracting Service Renewable Energy September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 Total Assets $ 10,215,580 $ 11,828,389 $ 3,689,659 $ 2,487,750 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment and related accumulated depreciation and amortization as of September 30, 2017 and December 31, 2016 are as follows: Useful Lives (Years) September 30, 2017 December 31, 2016 Furniture and fixtures 5 $ 80,497 $ 80,497 Equipment 5 171,565 171,565 Leasehold improvements 5 288,280 288,280 Total - at cost 540,342 540,342 Less accumulated depreciation and amortization (514,964 ) (506,202 ) Property and equipment - net $ 25,378 $ 34,140 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Income Taxes | As of September 30, 2017 and December 31, 2016, a summary of the tax effect of the significant components of deferred income taxes is as follows: September 30, 2017 December 31, 2016 Deferred tax assets: Accounts payable and accrued liabilities $ 120,516 $ 230,625 Property and equipment 67,396 9,051 Deferred rent 12,774 13,754 200,685 253,430 Deferred tax liabilities: Accounts receivable - (555,380 ) Cash to accrual taxable income (1,453,662 ) - Prepaid expenses - (3,825 ) (1,453,662 ) (559,205 ) Net deferred tax liability $ (1,252,977 ) $ (305,775 ) |
Schedule of Current and Deferred Tax Provision | For the three and nine month periods ended September 30, 2017 and 2016, the Company’s income tax expense consists of following: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Current $ 403,599 $ (33,208) $ 434,722 $ 37,607 Deferred 1,105,732 163,912 947,202 23,274 Total $ 1,509,331 $ 130,704 $ 1,381,924 $ 60,881 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company’s balances with related parties as of September 30, 2017 and December 31, 2016 are as follows: September 30, 2017 December 31, 2016 Accounts receivable $ 1,468,255 $ 587,756 Payables to a shareholder $ 1,460,093 $ 1,460,093 |
Organization, Description of 25
Organization, Description of Business and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating loss | $ (195,066) | $ 574,755 | $ (440,930) | $ 1,216,107 | ||
Cash and cash equivalents | $ 1,989,826 | $ 425,325 | 1,989,826 | $ 425,325 | $ 1,739,545 | $ 1,552,970 |
Maximum [Member] | ||||||
Proceeds of initial public offering | $ 30,000,000 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016 | Sep. 30, 2017USD ($)Integer | Sep. 30, 2016 | |
Number of operating segments | Integer | 2 | |||
Deferred offering costs | $ | $ 222,300 | $ 222,300 | ||
Revenue [Member] | ||||
Concentration risk, percentage | 79.00% | 73.00% | 72.00% | 75.00% |
Accounts Receivable [Member] | ||||
Concentration risk, percentage | 34.00% | 77.00% | ||
One Customers [Member] | Revenue [Member] | ||||
Concentration risk, percentage | 10.00% | 10.00% | ||
Two Customers [Member] | Revenue [Member] | ||||
Concentration risk, percentage | 10.00% | 10.00% |
Segment Information - (Details
Segment Information - (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Integer | Sep. 30, 2016USD ($) | |
Number of segment | Integer | 1 | |||
Depreciation and amortization | $ 3,341 | $ 2,561 | $ 8,762 | $ 7,968 |
IT Consulting Government Contracting Service [Member] | ||||
Depreciation and amortization | 3,341 | 0 | 8,762 | 0 |
Renewable Energy [Member] | ||||
Depreciation and amortization | $ 3,341 | $ 0 | $ 8,762 | $ 0 |
Segment Information - Schedule
Segment Information - Schedule of Reportable Segments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Contract Revenue | $ 10,496,879 | $ 13,779,208 | $ 33,630,908 | $ 40,398,157 | |
Cost of Revenue | 8,924,166 | 11,461,463 | 29,521,890 | 34,325,313 | |
Operating Expenses | 1,767,779 | 1,742,990 | 4,549,948 | 4,856,737 | |
Operating Income (Loss) | (195,066) | 574,755 | (440,930) | 1,216,107 | |
Other Income (Expense), net | 1,162 | (5,901) | 470,416 | 1,514 | |
Net Income (Loss) | (1,703,235) | 438,150 | (1,352,438) | 1,156,739 | $ 1,048,792 |
Total Assets | 13,905,239 | 13,905,239 | 14,316,139 | ||
IT Consulting Government Contracting Service [Member] | |||||
Contract Revenue | 10,496,879 | 13,779,208 | 33,630,908 | 40,398,157 | |
Cost of Revenue | 8,841,339 | 11,461,463 | 29,439,063 | 34,325,313 | |
Operating Expenses | 1,762,257 | 1,742,990 | 4,544,426 | 4,856,737 | |
Operating Income (Loss) | (106,717) | 574,755 | (352,581) | 1,216,107 | |
Other Income (Expense), net | 1,162 | (5,901) | 470,416 | 1,514 | |
Net Income (Loss) | (1,614,886) | 438,150 | (1,264,089) | 1,156,739 | |
Total Assets | 10,215,580 | 10,215,580 | 11,828,389 | ||
Renewable Energy [Member] | |||||
Contract Revenue | |||||
Cost of Revenue | 82,827 | 82,827 | |||
Operating Expenses | 5,522 | 5,522 | |||
Operating Income (Loss) | (88,349) | (88,349) | |||
Other Income (Expense), net | |||||
Net Income (Loss) | (88,349) | (88,349) | |||
Total Assets | $ 3,689,659 | $ 3,689,659 | $ 2,487,750 |
Acquisition Under Common Cont29
Acquisition Under Common Control (Details Narrative) | Sep. 30, 2017USD ($) |
Power Purchase Agreements [Member] | |
Acquired other related assets | $ 1,100,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 3,341 | $ 2,561 | $ 8,762 | $ 7,968 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Total - at cost | $ 540,342 | $ 540,342 |
Less accumulated depreciation and amortization | (514,964) | (506,202) |
Property and equipment - net | $ 25,378 | 34,140 |
Furniture and Fixtures [Member] | ||
Useful Lives (Years) | P5Y | |
Total - at cost | $ 80,497 | 80,497 |
Equipment [Member] | ||
Useful Lives (Years) | P5Y | |
Total - at cost | $ 171,565 | 171,565 |
Leasehold Improvements [Member] | ||
Useful Lives (Years) | P5Y | |
Total - at cost | $ 288,280 | $ 288,280 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Income tax payable | $ 379,808 | |
Income tax receivable | $ 91,964 | |
Tax Cuts and Jobs Act of 2017 [Member] | December 22, 2017 [Member] | ||
Statutory corporate income tax rate description | On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law. The law includes significant changes to the U.S. corporate income tax system which will or may impact us beginning January 1, 2018, including a reduction of the federal corporate income tax rate from 35% to 21%, and potential limitations on the deductibility of interest expense and executive compensation. | |
US corporate tax percentage | 35.00% | |
Reduction of federal corporated tax rate | 21.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Income Taxes (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, accounts payable and accrued liabilities | $ 120,516 | $ 230,625 |
Deferred tax assets, property and equipment | 67,396 | 9,051 |
Deferred tax assets, deferred rent | 12,774 | 13,754 |
Deferred tax assets, net | 200,685 | 253,430 |
Deferred tax liabilities, accounts receivable | (555,380) | |
Deferred tax liabilities, cash to accrual taxable income | (1,453,662) | |
Deferred tax liabilities, prepaid expenses | (3,825) | |
Deferred tax liabilities, net | (1,453,662) | (559,205) |
Net deferred tax liability | $ (1,252,977) | $ (305,775) |
Income Taxes - Schedule of Curr
Income Taxes - Schedule of Current and Deferred Tax Provision (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Current | $ 403,599 | $ (33,208) | $ 434,722 | $ 37,607 |
Deferred | 1,105,732 | 163,912 | 947,202 | 23,274 |
Total | $ 1,509,331 | $ 130,704 | $ 1,381,924 | $ 60,881 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | 1 Months Ended | ||
Aug. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | |
Excess, shares authorized | 9,988,000,000 | ||
Initial Public Offering [Member] | |||
Number of intends to offer share | 2,000,000 | ||
Sale of stock, price per share | $ 15 | ||
Common Stock [Member] | |||
Transaction of shares to be holds | 4,558,148 | ||
Investor [Member] | |||
Sale of stock, number of shares issued in transaction | 7,081,352 | ||
Employee [Member] | |||
Sale of stock, number of shares issued in transaction | 500 | ||
Remaining shares owned | 360,500 | ||
Previously Authorized [Member] | |||
Common stock, shares authorized | 12,000,000 |
Bank Borrowings (Details Narrat
Bank Borrowings (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revolving credit facility | $ 1,878,775 | $ 1,233,663 | |
Credit Agreement [Member] | |||
Line of credit maximum borrowing | $ 6,000,000 | ||
Line of credit interest rate, description | interest at a base rate of 3% plus the one-month LIBOR. | ||
Debt instrument expired date | Sep. 20, 2017 | ||
Credit Agreement [Member] | Bank [Member] | |||
Interest rate | 4.25% | ||
Line of credit, principal and interest payments | $ 74,220 | ||
Line of credit outstanding principal | $ 1,440,882 | ||
Credit Agreement [Member] | Bank [Member] | Revolving Credit Facility [Member] | |||
Line of credit maximum borrowing | $ 4,000,000 | ||
Credit Agreement [Member] | Bank [Member] | Term Loan [Member] | |||
Line of credit maximum borrowing | $ 4,000,000 | ||
Original Agreement [Member] | |||
Interest rate | 4.24% | 3.61% | |
Line of credit maximum borrowing outstanding | $ 1,878,775 | $ 1,233,663 | |
Revolving credit facility | $ 4,121,225 | $ 4,766,337 |
Stock Option Plans (Details Nar
Stock Option Plans (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Stock option activity | ||
Stock Option Plan [Member] | ||
Stock option grant to purchase shares of common stock | 500,000 | |
Stock options granted vest, description | Stock options granted under the Stock Option Plan vest ratably over a five- or seven-year period as defined in the Stock Option Plan. | |
Stock option expire period | 10 years | |
Stock option risk-free rate, description | The risk-free rate is based on the rate for a five-year treasury note | |
2017 Equity Incentive Plan [Member] | Maximum [Member] | ||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 500,000 |
Lease Commitments and Conting38
Lease Commitments and Contingent Liability (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Rent expense | $ 135,472 | $ 112,513 | $ 302,584 | $ 268,337 |
Sublease income | $ 16,949 | $ 16,457 | $ 50,192 | $ 48,734 |
Non-Cancelable Agreements [Member] | ||||
Leases, description | expire through 2022 | |||
Sub-Lease Agreement [Member] | ||||
Leases expiration date | Jul. 31, 2018 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue consulting services | $ 603,435 | $ 0 | ||
Solar Farms [Member] | ||||
Deposits | $ 724,610 | $ 724,610 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Related Party Transactions [Abstract] | ||
Accounts receivable | $ 1,468,255 | $ 587,756 |
Payables to a shareholder | $ 1,460,093 | $ 1,460,093 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | |
Power Purchase Agreements [Member] | ||
Acquired other related assets | $ 1,100,000 | |
Subsequent Event [Member] | ||
Leases date | Jan. 31, 2025 | |
Future minimum lease payments in 2017 | $ 0 | |
Future minimum lease payments in 2018 | 72,803 | |
Future minimum lease payments in 2019 | 184,034 | |
Future minimum lease payments in 2020 | 189,555 | |
Future minimum lease payments in 2021 | 195,242 | |
Future minimum lease payments in thereafter | $ 639,754 | |
Subsequent Event [Member] | Advantage Capital [Member] | ||
Ownership percentage | 99.00% | |
Ownership percentage, description | This transaction was structured as a 60 month flip, in which Advantage Capital owns 99% and the Company owns 1% of AC PSI Solar LLC 2017 for the first 60 months. After the 60 month period, the Company has the option, subject to the investment return metrics in the agreements, to flip the ownership, where the Company would own 99% of AC PSI Solar LLC 2017 for the consideration of 8% of Advantage Capitals approximately $3.5 million investment. | |
Investment | $ 3,500,000 | |
Subsequent Event [Member] | December 2017 [Member] | ||
Noncontrolling interest rate | 75.00% | |
Subsequent Event [Member] | December 2017 [Member] | 3 Tranches [Member] | Advantage Capital [Member] | ||
Valuation advantage capital invested | $ 3,500,000 | |
Subsequent Event [Member] | First quarter of 2018 [Member] | ||
Noncontrolling interest rate | 25.00% | |
Subsequent Event [Member] | Lease Agreement [Member] | ||
Leases date | Jul. 31, 2018 | |
Subsequent Event [Member] | Power Purchase Agreements [Member] | ||
Acquired other related assets | $ 7,800,000 | |
Subsequent Event [Member] | Purchase Agreement [Member] | December 2017 [Member] | Advantage Capital [Member] | ||
Valuation advantage capital invested | $ 11,000,000 |