☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
47-2150172
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
400 Avenue D, Suite 10
Williston, Vermont
|
|
05495
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(802) 658-3378
Large accelerated filer
| ☐ |
Accelerated filer
| ☐ |
Non-accelerated filer
| ☒ |
Smaller reporting company
| ☒ |
Emerging growth company
| ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
• |
understatement of liabilities and overstatement of Common Stock subject to possible redemption by approximately $1.1 million and $0.1 million at December 31, 2020 and 2019, respectively;
|
• |
overstatement of additional paid-in capital by approximately $3.1 million and $3.1 million at December 31, 2020 and 2019, respectively and an understatement of retained earnings by approximately $2.0 million and $3.0 million at December 31, 2020 and 2019, respectively;
|
• |
overstatement of net income by approximately $1.0 million for the year ended December 31, 2020 and an understatement of net income by approximately $3.0 million for the year ended December 31, 2019;
|
• |
overstatement of basic and diluted net income per share of $0.18 for the year ended December 31, 2020 and an understatement of basic and diluted net income per share of $0.67 per share for the year ended December 31, 2019.
|
PART I
| ||
Item 1.
|
3
| |
Item 1A.
|
10
| |
Item 1B.
|
28
| |
Item 2.
|
28
| |
Item 3.
|
28
| |
Item 4.
|
28
| |
PART II
| ||
Item 5.
|
29
| |
Item 6.
|
29
| |
Item 7.
|
30 | |
Item 7A.
|
36
| |
Item 8.
|
37
| |
Item 9.
|
69
| |
Item 9A.
|
69
| |
Item 9B.
|
71 | |
PART III
| ||
Item 10.
|
72 | |
Item 11.
|
72 | |
Item 12.
|
72 | |
Item 13.
|
72 | |
Item 14.
|
72 | |
PART IV
| ||
Item 15.
|
73 | |
Item 16.
|
78
|
• |
The impact of the coronavirus pandemic (COVID-19) on general market and economic conditions has yet to be determined and is likely to have a material adverse effect on our business and results of operations.
|
• |
We have had an extensive and profitable operating history, with the exception of 2019 and 2020, but it may be difficult to accurately evaluate our future business and prospects.
|
• |
Our management discovered a material weakness in our disclosure controls and procedures and internal control over financial reporting as required to be implemented by Section 404 of the Sarbanes-Oxley Act of 2002.
|
• |
We may require substantial additional funding which may not be available to us on acceptable terms, or at all. If we fail to raise the necessary additional capital, we may be unable to achieve growth of our operations.
|
• |
A material reduction in the retail price of traditional utility generated electricity or electricity from other sources could harm our business, financial condition, results of operations and prospects.
|
• |
Existing electric utility industry regulations, and changes to regulations, may present technical, regulatory and economic barriers to the purchase and use of solar energy systems that may significantly reduce demand for our solar energy systems.
|
• |
Our growth strategy depends on the widespread adoption of solar power technology.
|
• |
Our business currently depends on the availability of rebates, tax credits and other financial incentives. The expiration, elimination or reduction of these rebates, credits and incentives would adversely impact our business.
|
• |
Our business depends in part on the regulatory treatment of third-party owned solar energy systems.
|
• |
Our ability to provide solar energy systems to customers on an economically viable basis depends on our ability to help customers arrange financing for such systems.
|
• |
We may not realize the anticipated benefits of future acquisitions, and integration of these acquisitions may disrupt our business and management.
|
• |
We may require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely impact our stockholders.
|
• |
The share price of our Common Stock is subject to fluctuation, has been and may continue to be volatile and may decline regardless of our operating performance, resulting in substantial losses for investors who have purchased shares of our Common Stock.
|
Item 1. |
Business.
|
• |
the impact of the COVID-19 pandemic on our business;
|
• |
our limited operating history;
|
• |
our ability to raise additional capital to meet our objectives;
|
• |
our ability to compete in the solar power industry;
|
• |
our ability to sell solar power systems;
|
• |
our ability to arrange financing for our customers;
|
• |
government incentive programs related to solar energy;
|
• |
our ability to increase the size of our company and manage growth;
|
• |
our ability to acquire and integrate other businesses;
|
• |
disruptions to our supply chain from protective tariffs on imported components, supply shortages and/or fluctuations in pricing;
|
• |
our ability or inability to attract and/or retain competent employees;
|
• |
relationships with employees, consultants, customers, and suppliers; and
|
• |
the concentration of our business in one industry in limited geographic areas;
|
• |
warrants exercisable for 2,097,250 shares of Common Stock, consisting of 3,900,000 warrants originally sold as part of units in the Jensyn IPO and 294,500 warrants sold as part of the units issued in a private placement simultaneously with the consummation of the Jensyn IPO. Each warrant entitled its holder to purchase one-half of one share of Common Stock at an exercise price of $5.75 per half share ($11.50 per whole share).
|
• |
Warrants exercisable for 195,000 shares of Common Stock, consisting of 390,000 warrants originally sold as part of Firm Units in the IPO. Each warrant entitled its holder to purchase one-half of one share of Common Stock at an exercise price of $5.75 per half share ($11.50 per whole share).
|
• |
Purchase option for 390,000 Units was originally sold as part of the IPO. Each Unit has an exercise price of $12.00 per Unit and consists of the following:
|
• |
One share of Common Stock
|
• |
One right to receive one-tenth (1/10) of a share of Common Stock issued upon exercise of the Unit
|
• |
One warrant entitling its holder to purchase one-half of one share of Common Stock at an exercise price of $5.75 per half share ($11.50 per whole share).
|
Item 1A. |
Risk Factors.
|
• |
construction of a significant number of new power generation plants, including plants utilizing natural gas, nuclear, coal, renewable energy or other generation technologies;
|
• |
relief of transmission constraints that enable local centers to generate energy less expensively;
|
• |
reductions in the price of natural gas;
|
• |
utility rate adjustment and customer class cost reallocation;
|
• |
energy conservation technologies and public initiatives to reduce electricity consumption;
|
• |
development of new or lower-cost energy storage technologies that have the ability to reduce a customer's average cost of electricity by shifting load to off-peak times; or
|
• |
development of new energy generation technologies that provide less expensive energy.
|
• |
cost-effectiveness of solar power technologies as compared with conventional and non-solar alternative energy technologies;
|
• |
performance and reliability of solar power products as compared with conventional and non-solar alternative energy products;
|
• |
fluctuations in economic and market conditions which impact the viability of conventional and non-solar alternative energy sources, such as increases or decreases in the prices of oil and other fossil fuels;
|
• |
continued deregulation of the electric power industry and broader energy industry; and
|
• |
availability of governmental subsidies and incentives.
|
• |
the state of financial and credit markets;
|
• |
changes in the legal or tax risks associated with these financings; and
|
• |
non-renewal of these incentives or decreases in the associated benefits.
|
• |
difficulty in assimilating the operations and personnel of the acquired company;
|
• |
difficulty in effectively integrating the acquired technologies or products with our current technologies;
|
• |
difficulty in maintaining controls, procedures and policies during the transition and integration;
|
• |
disruption of our ongoing business and distraction of management and employees from other opportunities and challenges due to integration issues;
|
• |
difficulty integrating the acquired company's accounting, management information, and other administrative systems;
|
• |
inability to retain key technical and managerial personnel of the acquired business;
|
• |
inability to retain key customers, vendors, and other business partners of the acquired business;
|
• |
inability to achieve the financial and strategic goals for the acquired and combined businesses;
|
• |
incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact operating results;
|
• |
potential failure of the due diligence processes to identify significant issues with product quality, legal and financial liabilities, among other things;
|
• |
potential inability to assert that internal controls over financial reporting are effective; and
|
• |
potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions.
|
• |
A classified Board of Directors with three-year staggered terms, which may delay the ability of stockholders to the change the membership of a majority of our Board of Directors;
|
• |
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
|
• |
the exclusive right of our Board of Directors to elect a director to fill a vacancy created by the expansion of the Board of Directors or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors;
|
• |
the ability of our Board of Directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
• |
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an Annual or Special Meeting of our Stockholders;
|
• |
the requirement that an Annual Meeting of Stockholders may be called only by the Chairman of the Board of Directors, the Chief Executive officer, or the Board of Directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
|
• |
limiting the liability of, and providing indemnification to, our directors and officers;
|
• |
controlling the procedures for the conduct and scheduling of stockholder meetings;
|
• |
providing that directors may be removed prior to the expiration of their terms by stockholders only for cause; and
|
• |
advance notice procedures that stockholders must comply with in order to nominate candidates to our Board of Directors or to propose matters to be acted upon at a stockholders' meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of the Company.
|
• |
actual or anticipated fluctuations in our operating results;
|
• |
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
|
• |
failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
|
• |
ratings changes by any securities analysts who follow our company;
|
• |
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
• |
changes in operating performance and Common stock market valuations of other technology companies generally;
|
• |
price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
|
• |
changes in our Board of Directors or management;
|
• |
sales of large blocks of our Common Stock, including sales by our executive officers, directors and significant stockholders;
|
• |
potential lawsuits threatened or filed against us;
|
• |
short sales, hedging and other derivative transactions involving our Common Stock;
|
• |
general economic conditions in the United States and abroad; and
|
• |
other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
|
• |
are not required to obtain an attestation and report from our auditors on our management's assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act (the 'Sarbanes-Oxley Act');
|
• |
are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as 'compensation discussion and analysis');
|
• |
are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the 'say-on-pay,' 'say-on-frequency' and 'say-on-golden-parachute' votes);
|
• |
are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;
|
• |
may present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations ('MD&A') disclosure; and
|
• |
are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.
|
Item 1B. |
Unresolved Staff Comments.
|
Item 2. |
Properties.
|
Item 3. |
Legal Proceedings.
|
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
Item 6. |
Selected Financial Data |
Item 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operations. |
Year ended
December 31,
| ||||||||
2020
(restated)
|
2019
(restated)
| |||||||
Net loss
|
$
|
(980,056
|
)
|
$
|
2,528,302
| |||
Depreciation and amortization
|
585,690
|
621,233
| ||||||
Interest expense
|
302,542
|
244,068
| ||||||
Change in fair value of warrant liability
|
975,728
|
(2,956,097
|
)
| |||||
Income tax (benefit)
|
(487,173
|
)
|
1,104,840
| |||||
EBITDA
|
396,731
|
1,542,346
| ||||||
Other costs(1) |
-
|
273,819
| ||||||
Adjusted EBITDA
|
396,731
|
1,816,165
| ||||||
Weighted Average shares outstanding
|
5,301,471
|
4,447,681
| ||||||
Adjusted EPS
|
0.07
|
0.41
|
(1) |
Other costs consist of one-time expenses of multiple year financial audits and other legal and professional fees associated with the Reverse Merger and Recapitalization. Prior to the Reverse Merger and Recapitalization, the Company did not require annual financial statement audits. As part of the preparation for being a publicly traded entity, the Company was required to undergo financial statement audit for the years ended December 31, 2017. The cost of this expense is included in other costs.
|
(2) |
As the forgiveness of the PPP loan is considered a one-time expense, the Company considered including the forgiveness of $1,496,468 as a reconciling item. The Company excluded the forgiveness on the basis that had it not been awarded a PPP loan, the Company would have terminated, furlough or reduced its workforce during the COVID-19 pandemic shutdown.
|
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk |
Item 8. |
Financial Statements and Supplementary Data.
|
|
2020
(restated)
|
2019
(restated)
| ||||||
Assets
| ||||||||
Current Assets:
| ||||||||
Cash
|
$
|
699,154
|
$
|
95,930
| ||||
Accounts receivable, net of allowance
|
6,215,957
|
7,294,605
| ||||||
Costs and estimated earnings in excess of billings
|
1,354,602
|
1,272,372
| ||||||
Other current assets
|
214,963
|
201,326
| ||||||
Total current assets
|
8,484,676
|
8,864,233
| ||||||
Property and equipment:
| ||||||||
Building and improvements
|
672,727
|
672,727
| ||||||
Vehicles
|
1,199,535
|
1,283,364
| ||||||
Tools and equipment
|
508,846
|
517,602
| ||||||
Solar arrays
|
6,386,025
|
6,386,025
| ||||||
|
8,767,133
|
8,859,718
| ||||||
Less accumulated depreciation
|
(2,647,333
|
)
|
(2,193,007
|
)
| ||||
|
6,119,800
|
6,666,711
| ||||||
Other Assets:
| ||||||||
Captive insurance investment
|
198,105
|
140,875
| ||||||
Investment in GreenSeed Investors, LLC
|
4,724,444
|
-
| ||||||
Investment in Solar Partner Projects, LLC
|
96,052
|
-
| ||||||
|
5,018,601
|
140,875
| ||||||
Total assets
|
$
|
19,623,077
|
$
|
15,671,819
| ||||
Liabilities and Stockholders' Equity
| ||||||||
Current Liabilities:
| ||||||||
Accounts payable, includes book overdraft of $1,246,437 and $1,496,695 at December 31, 2020 and 2019, respectively
|
$
|
4,086,173
|
$
|
4,274,517
| ||||
Accrued expenses
|
172,021
|
119,211
| ||||||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
1,140,125
|
126,026
| ||||||
Due to stockholders
|
24,315
|
342,718
| ||||||
Line of credit
|
2,482,127
|
3,185,041
| ||||||
Current portion of deferred compensation
|
28,656
|
27,880
| ||||||
Current portion of long-term debt
|
308,394
|
426,254
| ||||||
Total current liabilities
|
8,241,811
|
8,501,647
| ||||||
Long-term liabilities:
| ||||||||
Deferred compensation, net of current portion
|
62,531
|
88,883
| ||||||
Deferred tax liability
|
610,558
|
1,098,481
| ||||||
Warrant liability
|
1,124,411
|
148,683
| ||||||
Long-term debt, net of current portion
|
1,701,495
|
1,966,047
| ||||||
Total liabilities
|
11,740,806
|
11,803,741
| ||||||
Commitments and Contingencies (Note 10)
| ||||||||
Stockholders' equity:
| ||||||||
Preferred stock - 0.0001 par value 200,000 shares authorized, 200,000 and 0 issued and outstanding at December 31, 2020 and December 31, 2019, respectively (Liquidation Value of $5,000,000)
|
20
|
-
| ||||||
Common stock - 0.0001 par value 49,000,000 shares authorized, 5,313,268 and 5,298,159 issued and outstanding as of December 31, 2020 and 2019, respectively
|
531
|
529
| ||||||
Additional paid-in capital
|
2,577,359
|
(2,692,424
|
)
| |||||
Retained earnings
|
5,304,361
|
6,559,973
| ||||||
Total Stockholders' equity
|
7,882,271
|
3,868,078
| ||||||
Total liabilities and stockholders' equity
|
$
|
19,623,077
|
$
|
15,671,819
|
|
2020
(restated)
|
2019
(restated)
| ||||||
| ||||||||
Earned revenue
|
$
|
21,052,211
|
$
|
28,221,569
| ||||
Cost of earned revenue
|
18,709,074
|
24,050,197
| ||||||
Gross profit
|
2,343,137
|
4,171,372
| ||||||
| ||||||||
Warehouse and other operating expenses
|
684,669
|
864,359
| ||||||
General and administrative expenses
|
3,343,895
|
2,385,900
| ||||||
Total operating expenses
|
4,028,564
|
3,250,259
| ||||||
Operating (loss) income
|
(1,685,427
|
)
|
921,113
| |||||
| ||||||||
Other expenses
| ||||||||
| ||||||||
Gain on forgiveness of PPP loan
|
1,496,468
|
-
| ||||||
Change in fair value of warrant liability
|
(975,728
|
)
|
2,956,097
| |||||
Interest expense
|
(302,542
|
)
|
(244,068
|
)
| ||||
| ||||||||
(Loss) income before income taxes
|
(1,467,229
|
)
|
3,633,142
| |||||
(Benefit) provision for income taxes
|
(487,173
|
)
|
1,104,840
| |||||
| ||||||||
Net (loss) income
|
(980,056
|
)
|
2,528,302
| |||||
| ||||||||
Net income applicable to preferred stock dividend
|
(275,556
|
)
|
-
| |||||
| ||||||||
Net (loss) income available to shares of common stockholders
|
$
|
(1,255,612
|
)
|
$
|
2,528,302
| |||
Weighted average shares of common stock outstanding
| ||||||||
Basic and diluted
|
5,301,471
|
4,447,681
| ||||||
Basic and diluted
|
$
|
(0.24
|
)
|
$
|
0.57
|
|
Preferred Stock
|
Common Stock
|
Additional
Paid-In
Capital
|
Retained
Earnings
|
Total
| |||||||||||||||||||||||
Shares
|
Amounts
|
Shares
|
Amounts
| |||||||||||||||||||||||||
Balance as of January 1, 2019
|
-
|
$
|
-
|
3,234,501
|
$
|
323
|
552,630
|
$
|
4,518,085
|
5,071,038
| ||||||||||||||||||
| ||||||||||||||||||||||||||||
Cash distributions to shareholders
|
-
|
-
|
-
|
-
|
-
|
(486,414
|
)
|
(486,414
|
)
| |||||||||||||||||||
| ||||||||||||||||||||||||||||
Conversion of rights to common shares
|
-
|
-
|
419,450
|
42
|
-
|
-
|
42
| |||||||||||||||||||||
| ||||||||||||||||||||||||||||
Combination with Peck Electric Co., restated
|
-
|
-
|
1,820,744
|
182
|
(3,234,104
|
)
|
-
|
(3,233,922
|
)
| |||||||||||||||||||
| ||||||||||||||||||||||||||||
Shares issued for equity line
|
-
|
-
|
81,263
|
8
|
(10,976
|
)
|
-
|
(10,968
|
)
| |||||||||||||||||||
| ||||||||||||||||||||||||||||
Forfeitures
|
-
|
-
|
(257,799
|
)
|
(26
|
)
|
26
|
-
|
-
| |||||||||||||||||||
| ||||||||||||||||||||||||||||
Net income, restated
|
-
|
-
|
-
|
-
|
-
|
2,528,302
|
2,528,302
| |||||||||||||||||||||
| ||||||||||||||||||||||||||||
Balance as of December 31, 2019, restated
|
-
|
$
|
-
|
5,298,159
|
$
|
529
|
$
|
(2,692,424
|
)
|
$
|
6,559,973
|
$
|
3,868,078
| |||||||||||||||
| ||||||||||||||||||||||||||||
Investment in Green Seed Investors, LLC
|
200,000
|
20
|
-
|
-
|
4,999,980
|
-
|
5,000,000
| |||||||||||||||||||||
| ||||||||||||||||||||||||||||
Investment in Solar Project Partners, LLC
|
-
|
-
|
-
|
-
|
96,052
|
-
|
96,052
| |||||||||||||||||||||
| ||||||||||||||||||||||||||||
Preferred stock dividend
|
-
|
-
|
-
|
-
|
-
|
(275,556
|
)
|
(275,556
|
)
| |||||||||||||||||||
| ||||||||||||||||||||||||||||
Exercise of warrants
|
-
|
-
|
15,109
|
2
|
173,751
|
-
|
173,753
| |||||||||||||||||||||
| ||||||||||||||||||||||||||||
Net loss, restated
|
-
|
-
|
-
|
-
|
-
|
(980,056
|
)
|
(980,056
|
)
| |||||||||||||||||||
| ||||||||||||||||||||||||||||
Balance as of, December 31, 2020, as restated
|
200,000
|
$
|
20
|
5,313,268
|
$
|
531
|
$
|
2,577,359
|
$
|
5,304,361
|
$
|
7,882,271
|
|
2020
(restated)
|
2019
(restated)
| ||||||
Cash flows from operating activities
| ||||||||
Net (loss) income
|
$
|
(980,056
|
)
|
$
|
2,528,302
| |||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
| ||||||||
Depreciation
|
585,690
|
621,233
| ||||||
Bad debt expense
|
164,292
|
69,000
| ||||||
Gain on forgiveness of PPP loan
|
(1,496,468
|
)
|
-
| |||||
Change in fair value of warrant liabilities
|
975,728
|
(2,956,097
|
)
| |||||
Deferred finance charge amortization
|
3,073
|
1,544
| ||||||
(Benefit) provision for deferred income taxes
|
(487,923
|
)
|
1,098,481
| |||||
Changes in operating assets and liabilities:
| ||||||||
Accounts receivable
|
914,356
|
(5,309,192
|
)
| |||||
Prepaid expenses
|
(13,637
|
)
|
(201,326
|
)
| ||||
Costs and estimated earnings in excess of billings
|
(82,230
|
)
|
(553,388
|
)
| ||||
Accounts payable
|
(188,344
|
)
|
2,778,732
| |||||
Accrued expenses
|
52,810
|
(117,249
|
)
| |||||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
1,014,099
|
(54,601
|
)
| |||||
Accrued losses on contract in progress
|
-
|
(9,128
|
)
| |||||
Deferred compensation
|
(25,576
|
)
|
(27,005
|
)
| ||||
Net cash provided by (used in) operating activities
|
435,814
|
(2,130,694
|
)
| |||||
Cash flows from investing activities:
| ||||||||
Purchase of equipment
|
(8,121
|
)
|
(39,612
|
)
| ||||
Cash surrender value - life insurance
|
-
|
224,530
| ||||||
Investment costs
|
-
|
(129,142
|
)
| |||||
Investment in captive insurance
|
(57,230
|
)
|
(60,052
|
)
| ||||
Net cash used in investing activities
|
(65,351
|
)
|
(4,276
|
)
| ||||
Cash flows from financing activities:
| ||||||||
Proceeds from line of credit
|
18,080,985
|
13,927,654
| ||||||
Payments of line of credit
|
(18,783,899
|
)
|
(11,715,137
|
)
| ||||
Proceeds from long-term debt
|
-
|
9,338
| ||||||
Deferred finance charges
|
-
|
(21,547
|
)
| |||||
Payments of long-term debt
|
(416,143
|
)
|
(347,356
|
)
| ||||
Due to stockholders
|
(318,403
|
)
|
295,299
| |||||
Proceeds from PPP loan
|
1,496,468
|
-
| ||||||
Proceeds from warrant exercise
|
173,753
|
-
| ||||||
Equity line issuance costs
|
-
|
(10,968
|
)
| |||||
Stockholder distributions paid
|
-
|
(219,600
|
)
| |||||
Net cash provided by financing activities
|
232,761
|
1,917,683
| ||||||
Net increase (decrease) in cash
|
603,224
|
(217,287
|
)
| |||||
Cash, beginning of year
|
95,930
|
313,217
| ||||||
Cash, end of year
|
$
|
699,154
|
$
|
95,930
| ||||
Supplemental disclosure of cash flow information
| ||||||||
Cash paid during the year for:
| ||||||||
Interest
|
$
|
293,751
|
$
|
244,068
| ||||
Income taxes
|
750
|
5,859
| ||||||
Supplemental schedule of non-cash investing and financing activities:
| ||||||||
Shares of Preferred Stock issued for investment
|
$
|
5,000,000
|
$
|
-
| ||||
Warrants issued for investment
|
$
|
96,052
|
$
|
-
| ||||
Preferred dividends satisfied with distribution from investment
|
$
|
275,556
|
$
|
-
| ||||
Vehicles purchased and financed
|
$
|
30,658
|
$
|
126,793
| ||||
Shares of Common Stock issued for equity line, at par
|
$
|
-
|
$
|
8
| ||||
Accrued S corporation distributions which have not been paid
|
$
|
-
|
$
|
266,814
|
1. |
SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
|
a) |
Organization
|
b) |
Restatement of Previously Issued Financial Statements (Restated)
|
c) |
Principles of Consolidation
|
d) |
Emerging Growth Company Status
|
e)
|
Revenue Recognition
|
|
2020
|
2019
| ||||||
Solar Operations
| ||||||||
Performance obligations satisfied at a point in time
|
$
|
-
|
$
|
4,220,000
| ||||
Performance obligations satisfied over time
|
$
|
17,354,852
|
$
|
17,849,945
| ||||
|
$
|
17,354,852
|
$
|
22,069,945
| ||||
| ||||||||
Electric Operations
| ||||||||
Performance obligations satisfied at a point in time
|
$
|
-
|
$
|
-
| ||||
Performance obligations satisfied over time
|
$
|
2,459,373
|
$
|
4,962,539
| ||||
|
$
|
2,459,373
|
$
|
4,962,539
| ||||
| ||||||||
Data and Network Operations
| ||||||||
Performance obligations satisfied at a point in time
|
$
|
-
|
$
|
-
| ||||
Performance obligations satisfied over time
|
$
|
1,237,986
|
$
|
1,189,085
| ||||
|
$
|
1,237,986
|
$
|
1,189,085
| ||||
| ||||||||
Total
| ||||||||
Performance obligations satisfied at a point in time
|
$
|
-
|
$
|
4,220,000
| ||||
Performance obligations satisfied over time
|
$
|
21,052,211
|
$
|
24,001,569
| ||||
Total
|
$
|
21,052,211
|
$
|
28,221,569
|
f) |
Accounts Receivable
|
g) |
Project Assets
|
h) |
Property and Equipment
|
Buildings and improvements
|
39 years
|
Vehicles
|
3-5 years
|
Tools and equipment
|
3-7 years
|
Solar arrays
|
20 years
|
i)
|
Long-Lived Assets
|
j)
|
Asset Retirement Obligations
|
k)
|
Concentration and Credit Risks
|
l)
|
Income Taxes
|
m)
|
Sales Tax
|
n)
|
Use of Estimates
|
o)
|
Recently Issued Accounting Pronouncements
|
p)
|
Deferred Finance Costs
|
q)
|
Fair Value of Financial Instruments
|
r)
|
Debt Extinguishment
|
s)
|
Segment Information
|
t)
|
Warrant liability (Restated)
|
2.
|
RESTATEMENT OF FINANCIAL STATEMENTS
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Balance sheet as of December 31, 2020 (audited)
| ||||||||||||
Warrant Liability
|
$
|
-
|
$
|
1,124,411
|
$
|
1,124,411
| ||||||
Additional Paid-in Capital
|
5,682,139
|
(3,104,780
|
)
|
2,577,359
| ||||||||
Retained Earnings
|
3,323,992
|
1,980,369
|
5,304,361
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Operations for the year ended December 31, 2020 (audited)
| ||||||||||||
Change in fair value of the Warrant Liability
|
$
|
-
|
$
|
(975,728
|
)
|
$
|
(975,728
|
)
| ||||
Net loss
|
(4,328
|
)
|
(975,728
|
)
|
(980,056
|
)
| ||||||
Net loss per share of Common Stock (basic and diluted)
|
(0.05
|
)
|
(0.19
|
)
|
(0.24
|
)
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Cash Flows for the year ended December 31, 2020 (audited)
| ||||||||||||
Net loss
|
$
|
(4,328
|
)
|
$
|
(975,728
|
)
|
$
|
(980,056
|
)
| |||
Change in fair value of the Warrant Liability
|
-
|
975,728
|
975,728
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Balance sheet as of September 30, 2020 (unaudited)
| ||||||||||||
Warrant Liability
|
$
|
-
|
$
|
1,350,530
|
$
|
1,350,530
| ||||||
Additional Paid-in Capital
|
5,508,398
|
(1,350,530
|
)
|
4,157,868
| ||||||||
Retained Earnings
|
1,650,978
|
1,790,250
|
3,441,228
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Operations for the three months ended September 30, 2020 (unaudited)
| ||||||||||||
Change in fair value of the Warrant Liability
|
$
|
-
|
$
|
(819,170
|
)
|
$
|
(819,170
|
)
| ||||
Net loss
|
(515,680
|
)
|
(819,170
|
)
|
(1,334,850
|
)
| ||||||
Net loss per share of Common Stock (basic and diluted)
|
(0.13
|
)
|
(0.15
|
)
|
(0.28
|
)
|
As Previously Reported |
Adjustments
|
As Restated
| ||||||||||
Statement of Operations for the nine months ended September 30, 2020 (unaudited)
| ||||||||||||
Change in fair value of the Warrant Liability
|
$
|
-
|
$
|
(1,201,850
|
)
|
$
|
(1,201,850
|
)
| ||||
Net loss
|
(1,777,342
|
)
|
(1,201,850
|
)
|
(2,979,192
|
)
| ||||||
Net loss per shar of Common Stock (basic and diluted)
|
(0.37
|
)
|
(0.23
|
)
|
(0.60
|
)
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited)
| ||||||||||||
Net loss
|
$
|
(1,777,342
|
)
|
$
|
(1,201,850
|
)
|
$
|
(2,979,192
|
)
| |||
Change in fair value of the Warrant Liability
|
-
|
1,201,850
|
1,201,850
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Balance sheet as of June 30, 2020 (unaudited)
| ||||||||||||
Warrant Liability
|
$
|
-
|
$
|
531,360
|
$
|
531,360
| ||||||
Additional Paid-in Capital
|
5,508,398
|
(531,360
|
)
|
4,977,028
| ||||||||
Retained Earnings
|
2,342,214
|
2,573,420
|
4,915,634
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Operations for the three months ended June 30, 2020 (unaudited)
| ||||||||||||
Change in fair value of the Warrant Liability
|
$
|
-
|
$
|
(25,075
|
)
|
$
|
(25,075
|
)
| ||||
Net loss
|
(829,030
|
)
|
(25,075
|
)
|
(854,105
|
)
| ||||||
Net loss per share of Common Stock (basic and diluted)
|
(0.16
|
)
|
(0.00
|
)
|
(0.16
|
)
|
As Previously Reported |
Adjustments
|
As Restated
| ||||||||||
Statement of Operations for the six months ended June 30, 2020 (unaudited)
| ||||||||||||
Change in fair value of the Warrant Liability
|
$
|
-
|
$
|
(382,680
|
)
|
$
|
(382,680
|
)
| ||||
Net loss
|
(1,261,662
|
)
|
(382,680
|
)
|
(1,644,342
|
)
| ||||||
Net loss per share of Common Stock (basic and diluted)
|
(0.24
|
)
|
(0.07
|
)
|
(0.31
|
)
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Cash Flows for the six months ended June 30, 2020 (unaudited)
| ||||||||||||
Net loss
|
$
|
(1,261,662
|
)
|
$
|
(382,680
|
)
|
$
|
(1,644,342
|
)
| |||
Change in fair value of the Warrant Liability
|
-
|
382,680
|
382,680
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Balance sheet as of March 31, 2020 (unaudited)
| ||||||||||||
Warrant Liability
|
$
|
-
|
$
|
506,285
|
$
|
506,285
| ||||||
Additional Paid-in Capital
|
412,356
|
(506,285
|
)
|
(93,929
|
)
| |||||||
Retained Earnings
|
3,171,244
|
2,598,495
|
5,769,739
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Operations for the three months ended March 31, 2020 (unaudited)
| ||||||||||||
Change in fair value of the Warrant Liability
|
$
|
-
|
$
|
(357,605
|
)
|
$
|
(357,605
|
)
| ||||
Net loss
|
(432,632
|
)
|
(357,605
|
)
|
(790,237
|
)
| ||||||
Net loss per share of Common Stock (basic and diluted)
|
(0.08
|
)
|
(0.07
|
)
|
(0.15
|
)
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Cash Flows for the three months ended March 31, 2020 (unaudited)
| ||||||||||||
Net loss
|
$
|
(432,632
|
)
|
$
|
(357,605
|
)
|
$
|
(790,237
|
)
| |||
Change in fair value of the Warrant Liability
|
-
|
357,605
|
357,605
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Balance sheet as of December 31, 2019 (audited)
| ||||||||||||
Warrant Liability
|
$
|
-
|
$
|
148,683
|
$
|
148,683
| ||||||
Additional Paid-in Capital
|
412,356
|
(3,104,780
|
)
|
(2,692,424
|
)
| |||||||
Retained Earnings
|
3,603,876
|
2,956,097
|
6,559,973
|
As Previously Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Operations for the year ended December 31, 2019 (audited)
| ||||||||||||
Change in fair value of the Warrant Liability
|
$
|
-
|
$
|
2,956,097
|
$
|
2,956,097
| ||||||
Net (loss) income |
(427,795
|
)
|
2,956,097
|
2,528,302
| ||||||||
Net (loss) income per share of Common Stock (basic and diluted)
|
(0.10
|
)
|
0.67
|
0.57
|
As Previously Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Cash Flows for the year ended December 31, 2019 (audited)
| ||||||||||||
Net (loss) income
|
$
|
(427,795
|
)
|
$
|
2,956,097
|
$
|
2,528,302
| |||||
Change in fair value of the Warrant Liability
|
-
|
(2,956,097
|
)
|
(2,956,097
|
)
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Balance sheet as of September 30, 2019 (unaudited)
| ||||||||||||
Warrant Liability
|
$
|
-
|
$
|
970,710
|
$
|
970,710
| ||||||
Additional Paid-in Capital
|
423,530
|
(970,710
|
)
|
(547,180
|
)
| |||||||
Retained Earnings
|
3,333,762
|
2,134,070
|
5,467,832
|
As Previously Reported |
Adjustments
|
As Restated
| ||||||||||
Statement of Operations for the three months ended September 30, 2019 (unaudited)
| ||||||||||||
Change in fair value of the Warrant Liability
|
$
|
-
|
$
|
289,325
|
$
|
289,325
| ||||||
Net income
|
76,155
|
289,325
|
365,480
| |||||||||
Net income per share of Common Stock (basic and diluted)
|
0.01
|
0.06
|
0.07
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Operations for the nine months ended September 30, 2019 (unaudited)
| ||||||||||||
Change in fair value of the Warrant Liability
|
$
|
-
|
$
|
2,134,070
|
$
|
2,134,070
| ||||||
Net (loss) income
|
(697,909
|
)
|
2,134,070
|
1,436,161
| ||||||||
Net (loss) income per share of Common Stock (basic and diluted)
|
(0.17
|
)
|
0.52
|
0.35
|
As Previously Reported |
Adjustments
|
As Restated
| ||||||||||
Statement of Cash Flows for the nine months ended September 30, 2019 (unaudited)
| ||||||||||||
Net (loss) income
|
$
|
(697,909
|
)
|
$
|
2,134,070
|
$
|
1,436,161
| |||||
Change in fair value of the Warrant Liability
|
-
|
(2,134,070
|
)
|
(2,134,070
|
)
|
As Previously Reported |
Adjustments
|
As Restated
| ||||||||||
Balance sheet as of June 30, 2019 (unaudited)
| ||||||||||||
Warrant Liability
|
$
|
-
|
$
|
1,260,035
|
$
|
1,260,035
| ||||||
Additional Paid-in Capital
|
423,530
|
(1,260,035
|
)
|
(836,505
|
)
| |||||||
Retained Earnings
|
3,257,607
|
1,844,745
|
5,102,352
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Operations for the three months ended June 30, 2019 (unaudited)
| ||||||||||||
Change in fair value of the Warrant Liability
|
$
|
-
|
$
|
1,844,745
|
$
|
1,844,745
| ||||||
Net (loss) income
|
(995,642
|
)
|
1,844,745
|
849,103
| ||||||||
Net (loss) income per share of Common Stock (basic and diluted)
|
(0.28
|
)
|
0.54
|
0.24
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Operations for the six months ended June 30, 2019 (unaudited)
| ||||||||||||
Change in fair value of the Warrant Liability
|
$
|
-
|
$
|
1,844,745
|
$
|
1,844,745
| ||||||
Net (loss) income
|
(774,064
|
)
|
1,844,745
|
1,070,681
| ||||||||
Net (loss) income per share of Common Stock (basic and diluted)
|
(0.23
|
)
|
0.55
|
0.32
|
As Previously
Reported
|
Adjustments
|
As Restated
| ||||||||||
Statement of Cash Flows for the six months ended June 30, 2019 (unaudited)
| ||||||||||||
Net (loss) income
|
$
|
(774,064
|
)
|
$
|
1,844,745
|
$
|
1,070,681
| |||||
Change in fair value of the warrant liability
|
-
|
(1,844,745
|
)
|
(1,844,745
|
)
|
3.
|
EXCHANGE AGREEMENT/REVERSE MERGER AND RECAPITALIZATION
|
a)
|
Exchange of Shares
|
i. |
warrants exercisable for 2,097,250 shares of Common Stock, consisting of 3,900,000 warrants originally sold as part of units in Jensyn's initial public offering (the 'IPO') and 294,500 warrants sold as part of the units issued in a private placement simultaneously with the consummation of the Jensyn IPO. Each warrant entitles its holder to purchase one-half of one share of Common Stock at an exercise price of $5.75 per half share ($11.50 per whole share)
|
ii. |
warrants exercisable for 195,000 shares of Common Stock, consisting of 390,000 private warrants originally sold as part of Firm Units in the IPO. Each warrant entitled its holder to purchase one-half of one share of Common Stock at an exercise price of $5.75 per half share ($11.50 per whole share).
|
iii. |
Purchase option for 390,000 Units was originally sold as part of the IPO. Each Unit has an exercise price of $12.00 per Unit and consists of the following:
|
○ |
One share of Common Stock
|
○ |
One right to receive one-tenth (1/10) of a share of Common Stock issued upon exercise of the Unit
|
○ |
One warrant entitling its holder to purchase one-half of one share of Common Stock at an exercise price of $5.75 per half share ($11.50 per whole share).
|
b)
|
Earnout
|
c)
|
Issuance of Additional Shares and Forfeiture of Sponsor Shares
|
4.
|
EXCHANGE AND SUBSCRIPTION AGREEMENT
|
|
December 31,
2020
|
December 31,
2019
| ||||||
Initial value as of April 22, 2020
|
$
|
5,000,000
|
$
|
-
| ||||
Return of capital
|
(275,556
|
) |
-
| |||||
Total
|
$
|
4,724,444
|
$
|
-
|
5.
|
LIQUIDITY AND FINANCIAL CONDITION
|
6.
|
ACCOUNTS RECEIVABLE
|
|
December 31,
2020
|
December 31,
2019
| ||||||
Accounts receivable - contracts in progress
|
$
|
6,206,760
|
$
|
7,190,412
| ||||
Accounts receivable - retainage
|
93,197
|
188,193
| ||||||
|
6,299,957
|
7,378,605
| ||||||
Allowance for doubtful accounts
|
(84,000
|
) |
(84,000
|
)
| ||||
Total
|
$
|
6,215,957
|
$
|
7,294,605
|
|
December 31,
2020
|
December 31,
2019
| ||||||
Costs in excess of billings
|
$
|
216,261
|
$
|
1,066,159
| ||||
Unbilled receivables, included in costs in excess of billings
|
1,138,341
|
206,213
| ||||||
|
1,354,602
|
1,272,372
| ||||||
Retainage
|
93,197
|
188,193
| ||||||
|
$
|
1,447,799
|
$
|
1,460,565
|
|
December 31,
2020
|
December 31,
2019
| ||||||
Billings in excess of costs
|
$
|
1,140,125
|
$
|
126,026
|
7.
|
CONTRACTS IN PROGRESS
|
|
December 31,
2020
|
December 31,
2019
| ||||||
Expenditures to date on uncompleted contracts
|
$
|
7,764,622
|
$
|
4,699,855
| ||||
Estimated earnings thereon
|
2,178,868
|
1,409,060
| ||||||
|
9,943,490
|
6,108,915
| ||||||
Less billings to date
|
(10,867,354
|
)
|
(5,168,782
|
)
| ||||
|
(923,864
|
)
|
940,133
| |||||
Plus under billings remaining on contracts 100% complete
|
1,138,341
|
206,213
| ||||||
Total
|
$
|
214,477
|
$
|
1,146,346
|
|
December 31,
2020
|
December 31,
2019
| ||||||
Cost and estimated earnings in excess of billings
|
$
|
1,354,602
|
$
|
1,272,372
| ||||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
(1,140,125
|
)
|
(126,026
|
)
| ||||
|
$
|
214,477
|
$
|
1,146,346
|
8.
|
LONG-TERM DEBT
|
|
December 31,
2020
|
December 31,
2019
| ||||||
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.
|
$
|
683,268
|
$
|
723,230
| ||||
NBT Bank, National Association, 4.00% interest rate, secured by all business assets, payable in monthly installments of $12,070 through January 2021.
|
12,050
|
153,258
| ||||||
NBT Bank, National Association, 4.20% interest rate, secured by building, payable in monthly installments of $3,293 through September 2026, with a balloon payment at maturity.
|
246,135
|
274,476
| ||||||
NBT Bank, National Association, 4.15% interest rate, secured by all business assets, payable in monthly installments of $3,677 through April 2026.
|
210,475
|
244,920
| ||||||
NBT Bank, National Association, 4.20% interest rate, secured by all business assets, payable in monthly installments of $5,598 through October 2026, with a balloon payment at maturity.
|
426,624
|
474,464
| ||||||
NBT Bank, National Association, 4.85% interest rate, secured by a piece of equipment, payable in monthly installments of $2,932 including interest, through May 2023.
|
80,001
|
110,413
| ||||||
Various vehicle loans, interest ranging from 0% to 6.99%, total current monthly installments of approximately $8,150, secured by vehicles, with varying terms through September 2025.
|
294,799
|
333,510
|
|
December 31,
2020
|
December 31,
2019
| ||||||
National Bank of Middlebury, 3.95% interest rate for the initial 5 years, after which the loan rate will adjust equal to the Federal Home Loan Bank of Boston 5/10 - year Advance Rate plus 2.75%, loan is subject to a floor rate of 3.95%, secured by solar panels and related equipment, payable in monthly installments of $2,388 including interest, through December 2024.
|
73,467
|
98,033
| ||||||
|
2,026,819
|
2,412,304
| ||||||
Less current portion
|
(308,394
|
)
|
(426,254
|
)
| ||||
|
1,718,425
|
1,986,050
| ||||||
Less debt issuance costs
|
(16,930
|
)
|
(20,003
|
)
| ||||
Long-term debt
|
$
|
1,701,495
|
$
|
1,966,047
|
Year ending December 31:
|
Amount
| |||
2021
|
$
|
308,394
| ||
2022
|
305,857
| |||
2023
|
265,765
| |||
2024
|
222,606
| |||
2025
|
209,858
| |||
Thereafter
|
714,339
| |||
|
$
|
2,026,819
|
9.
|
LINE OF CREDIT
|
10.
|
COMMITMENTS AND CONTINGENCIES
|
Year ending December 31:
|
Amount
| |||
2021
|
$
|
162,363
| ||
2022
|
145,561
| |||
2023
|
147,903
| |||
2024
|
150,291
| |||
2025
|
152,310
| |||
Thereafter
|
1,070,016
| |||
|
$
|
1,828,444
|
11.
|
FAIR VALUE MEASUREMENTS (RESTATED)
|
Input
|
Value-to-Market
Measurement at
December 31, 2020
|
Value-to-Market
Measurement at
December 31, 2019
|
Value-to-Market
Measurement at
June 20, 2019
| |||||||||
Risk-free rate
|
0.214
|
%
|
1.63
|
%
|
1.73
|
%
| ||||||
Remaining term in years
|
3.47
|
4.47
|
5.00
| |||||||||
Expected volatility
|
81.0
|
%
|
67.0
|
%
|
69.2
|
%
| ||||||
Exercise price
|
$
|
11.50
|
$
|
11.50
|
$
|
11.50
| ||||||
Fair value of Common Stock
|
$
|
5.95
|
$
|
2.48
|
$
|
5.03
|
Fair Value Measurement as of
December 31, 2020
| ||||||||||||||||
Total
|
Level 1
|
Level 2
|
Level 3
| |||||||||||||
Liabilities:
| ||||||||||||||||
Public Warrants
|
$
|
773,956
|
$
|
773,956
|
$
|
-
|
$
|
-
| ||||||||
Private Warrants
|
350,455
|
-
|
-
|
350,455
| ||||||||||||
$
|
1,124,411
|
$
|
773,956
|
$
|
-
|
$
|
350,455
|
Fair Value Measurement as of
December 31, 2019
| ||||||||||||||||
Total
|
Level 1
|
Level 2
|
Level 3
| |||||||||||||
Liabilities:
| ||||||||||||||||
Public Warrants
|
$
|
78,000
|
$
|
78,000
|
$
|
-
|
$
|
-
| ||||||||
Private Warrants
|
70,680
|
-
|
-
|
70,680
| ||||||||||||
$
|
148,680
|
$
|
78,000
|
$
|
-
|
$
|
70,680
|
Balance, June 30, 2019
|
$
|
480,035
| ||
Fair value adjustment - Warrant liability
|
(409,355
|
)
| ||
Balance, January 1, 2020
|
$
|
70,680
| ||
Fair value adjustment - Warrant liability
|
279,775
| |||
Balance, December 31, 2020
|
$
|
350,455
|
12.
|
EQUITY FINANCINGS
|
13.
|
UNION ASSESSMENTS
|
December 31,
2020
|
December 31,
2019
| |||||||
Pension fund
|
$
|
310,023
|
$
|
374,020
| ||||
Welfare fund
|
971,720
|
1,192,831
| ||||||
National employees benefit fund
|
90,993
|
131,982
| ||||||
Joint apprenticeship and training committee
|
20,233
|
17,829
| ||||||
401(k) matching
|
43,998
|
38,521
| ||||||
Total
|
$
|
1,436,967
|
$
|
1,755,183
|
|
Contributions
For the Years Ended
December 31,
|
|
Pension Protection Act Zone Status
|
|
| |||||||||||||||||
Multiemployer
Pension Plan
|
Employer
Identification
Number
|
Plan
Number
|
2020
|
2019
|
Expiration
Date of
CBA
|
|
2020
|
|
As of
|
|
2019
|
|
As of
|
|
FIP/RP
Status
|
|
Surcharge
| |||||
National Electrical Benefit Fund
|
53-0181657
|
1
|
90,993
|
131,982
|
5/31/2022
|
|
Green
|
|
12/31/2020
|
|
Green
|
|
12/31/2019
|
|
NA
|
|
No
|
14.
|
PROVISION FOR INCOME TAXES (RESTATED)
|
|
2020
|
2019
| ||||||
Current
| ||||||||
Federal
|
$
|
-
|
$
|
-
| ||||
State
|
750
|
6,359
| ||||||
| ||||||||
Total Current
|
750
|
6,359
| ||||||
| ||||||||
Deferred
| ||||||||
Federal
|
(369,705
|
)
|
751,432
| |||||
State
|
(118,218
|
)
|
347,049
| |||||
| ||||||||
Total Deferred
|
$
|
(487,923
|
)
|
1,098,481
| ||||
| ||||||||
(Benefit) Provision for Income Taxes
|
$
|
(487,173
|
)
|
$
|
1,104,840
|
|
2020
|
2019
| ||||||
Deferred tax assets (liabilities)
| ||||||||
Accruals and reserves
|
$
|
23,758
|
$
|
4,157
| ||||
Net operating loss
|
812,996
|
421,940
| ||||||
Total deferred tax assets
|
836,754
|
426,097
| ||||||
| ||||||||
Property and equipment
|
(1,447,312
|
)
|
(1,524,578
|
)
| ||||
Total deferred tax liabilities
|
(1,447,312
|
)
|
(1,524,578
|
)
| ||||
| ||||||||
Net deferred tax asset (liabilities)
|
$
|
(610,558
|
)
|
$
|
(1,098,481
|
)
|
|
2020
(restated)
|
2019 (restated) | ||||||
Income tax expense at federal statutory rate
|
$
|
(308,119
|
)
|
$
|
762,960
| |||
Federal taxes on period Company was a flow through entity
|
-
|
(220,005
|
)
| |||||
Paycheck Protection Program tax exempt loan forgiveness
|
(412,295
|
)
|
-
| |||||
Permanent differences
|
44,816
|
2,049
| ||||||
Permanent differences for change in fair value of warrants
|
204,904 |
(620,781 |
) | |||||
Deferred tax expense recorded upon conversion to C-Corp
|
-
|
1,134,772
| ||||||
Other adjustments
|
15,726 |
-
| ||||||
State and local taxes net of federal benefit
|
(32,205
|
)
|
45,845
| |||||
Income tax expense
|
$
|
(487,173
|
)
|
$
|
1,104,840
|
15.
|
CAPTIVE INSURANCE
|
Total assets
|
$
|
96,020,037
| ||
Total liabilities
|
$
|
46,176,680
| ||
Comprehensive income
|
$
|
8,820,830
|
|
2020
|
2019
| ||||||
Investment in NCL
| ||||||||
Capital
|
$
|
36,000
|
$
|
36,000
| ||||
Cash security
|
158,785
|
101,555
| ||||||
Investment income in excess of losses (incurred and reserves)
|
3,320
|
3,320
| ||||||
Total |
$
|
198,105
|
$
|
140,875
|
16.
|
RELATED PARTY TRANSACTIONS
|
|
December 31,
2020
|
December 31,
2019
| ||||||
Due to stockholders consists of unsecured notes to stockholders with interest at the mid-term AFR rate (2.08% at December 31, 2020).
|
$
|
24,315
|
$
|
342,718
|
17.
|
DEFERRED COMPENSATION PLAN
|
18.
|
EARNINGS (LOSS) PER SHARE
|
|
Years Ended December 31,
| |||||||
|
2020
|
2019
| ||||||
Numerator:
| ||||||||
Net loss
|
$
|
(980,056
|
)
|
$
|
2,528,302
| |||
Net income applicable to preferred shareholders
|
(275,556
|
)
|
-
| |||||
Net loss available to common stock shareholders
|
(1,255,612
|
)
|
2,528,302
|
|
Years Ended December 31,
| |||||||
|
2020
|
2019
| ||||||
Denominator:
| ||||||||
Weighted average shares outstanding:
| ||||||||
Basic
|
5,301,471
|
4,447,681
| ||||||
Diluted
|
5,301,471
|
4,447,681
| ||||||
| ||||||||
Basic income (loss) per share
|
(0.24
|
)
|
0.57
| |||||
Diluted income (loss) per share
|
(0.24
|
)
|
0.57
|
|
Years Ended December 31,
| |||||||
|
2020
|
2019
| ||||||
Earnout provision, includes new shares of Common Stock that may be issued to former Peck Electric Co. shareholders
|
-
|
898,473
| ||||||
Earnout provision, includes new shares of Common Stock that may be issued to Exit Strategy
|
-
|
11,231
| ||||||
Earnout provision, including new shares of Common Stock that may be issued to holders of forfeited and canceled shares
|
-
|
257,799
| ||||||
Option to purchase Common Stock, from Jensyn's IPO
|
429,000
|
429,000
| ||||||
Warrants to purchase Common Stock, from Jensyn's IPO
|
2,277,141
|
2,292,250
| ||||||
Warrants to purchase Common Stock, from Solar Project Partners, LLC. Exchange and Subscription Agreement
|
275,000
|
-
| ||||||
Conversion of Preferred Stock to Common Stock from GreenSeed Investors, LLC Exchange and Subscription Agreement
|
370,370
|
-
|
19.
|
PREFERRED STOCK
|
20.
|
SUBSEQUENT EVENTS
|
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A. |
Controls and Procedures.
|
Item 9B. |
Other Information.
|
Item 10. |
Directors, Executive Officers and Corporate Governance |
Item 11. |
Executive Compensation |
The information required for this item is incorporated by reference from our Proxy Statement to be filed in connection with our 2021 Annual Meeting of Shareholders.
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Item 13. |
Certain Relationships and Related Transactions and Director Independence |
Item 14. |
Principal Accounting Fees and Services |
The information required for this item is incorporated by reference from our Proxy Statement to be filed in connection with our 2021 Annual Meeting of Shareholders.
Item 15. |
Exhibits, Financial Statement Schedules. |
(1)
| Financial Statements.
|
(2)
| Financial Statement Schedules.
|
(3)
| Exhibits.
|
101.INS XBRL Instance Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
* |
Filed herewith.
|
(b) |
Exhibits.
|
(c)
|
Financial Statement Schedules.
|
Exhibit
No.
|
|
Description
|
|
Included
|
|
Form
|
|
Filing
Date
|
1.1 |
|
Underwriting Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Chardan Capital Markets, LLC, as representative of the underwriters named on Schedule A thereto.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
1.2 |
|
Sales Agreement, dated December 4, 2020, between The Peck Company Holdings, Inc. and A.G.P./Alliance Global Partners
|
|
By Reference
|
|
S-3
|
|
December 4, 2020
|
|
|
|
| |||||
2.1(a) |
|
Share Exchange Agreement, dated as of February 26, 2019, by and among Jensyn Acquisition Corp., Peck Electric Co. and the stockholders of Peck Electric Co.
|
|
By Reference
|
|
8-K
|
|
March 1, 2019
|
|
|
|
| |||||
2.1(b) |
|
First Amendment to Share Exchange Agreement, dated as of February 26, 2019, by and among Jensyn Acquisition Corp., Peck Electric Co. and the stockholders of Peck Electric Co.
|
|
By Reference
|
|
8-K
|
|
June 3, 2019
|
|
|
|
| |||||
2.2 |
|
Membership Interest Purchase Agreement dated as of November 3, 2017 among Jensyn Acquisition Corp., BAE Energy Management, LLC, Victor Ferreira and Karen Ferreira.
|
|
By Reference
|
|
8-K
|
|
November 9, 2017
|
|
|
|
| |||||
2.3 |
|
Share Exchange Agreement by and among Jensyn Acquisition Corp., Oneness Global and the Stockholders of Oneness Global
|
|
By Reference
|
|
10-Q
|
|
August 20, 2018
|
|
|
|
| |||||
2.4 |
|
Exchange and Subscription Agreement, dated April 22, 2020, among The Peck Company Holdings, Inc., GreenSeed Investors, LLC and Solar Project Partners, LLC
|
|
By Reference
|
|
8-K
|
|
April 28, 2020
|
|
|
|
| |||||
2.5 |
|
Agreement and Plan of Merger, dated January 19, 2021, by and among iSun Energy LLC and iSun, Inc. and Peck Mercury, Inc.
|
|
By Reference
|
|
8-K
|
|
January 25, 2021
|
|
|
|
| |||||
3.1 |
|
Amended and Restated Certificate of Incorporation.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
3.1(a) |
|
Amendment to Amended and Restated Certificate of Incorporation dated March 6, 2018.
|
|
By Reference
|
|
8-K
|
|
March 6, 2018
|
|
|
|
| |||||
3.1(b) |
|
Amendment to Amended and Restated Certificate of Incorporation dated June 4, 2018.
|
|
By Reference
|
|
8-K
|
|
June 8, 2018
|
|
|
|
| |||||
3.1(c) |
|
Amendment to Amended and Restated Certificate of Incorporation dated August 29, 2018.
|
|
By Reference
|
|
8-K
|
|
September 4, 2018
|
|
|
|
| |||||
3.1(d) |
|
Amendment to Amended and Restated Certificate of Incorporation dated January 2, 2019.
|
|
By Reference
|
|
8-K
|
|
January 3, 2019
|
Exhibit
No.
|
|
Description
|
|
Included
|
|
Form
|
|
Filing
Date
|
3.1(e) |
|
Certificate of Designation, Preferences and Rights of Preferred Stock of The Peck Company Holdings, Inc.
|
|
By Reference
|
|
8-K
|
|
April 28, 2020
|
|
|
|
| |||||
3.2 |
|
Bylaws.
|
|
By Reference
|
|
S-1
|
|
November 23, 2015
|
|
|
|
| |||||
4.1 |
|
Specimen Unit Certificate.
|
|
By Reference
|
|
S-1
|
|
November 23, 2015
|
|
|
|
| |||||
4.2 |
|
Specimen Common Stock Certificate.
|
|
By Reference
|
|
S-1
|
|
November 23, 2015
|
|
|
|
| |||||
4.3 |
|
Specimen Right Certificate.
|
|
By Reference
|
|
S-1
|
|
November 23, 2015
|
|
|
|
| |||||
4.4 |
|
Specimen Warrant Certificate.
|
|
By Reference
|
|
S-1
|
|
November 23, 2015
|
|
|
|
| |||||
4.5 |
|
Promissory Note, dated September 17, 2019, issued to NBT Bank, National Association
|
|
By Reference
|
|
10-Q
|
|
November 18, 2019
|
|
|
|
| |||||
4.6 |
|
Warrant Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Continental Stock Transfer & Trust Company.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
4.7 |
|
Unit Purchase Option, dated March 7, 2016, between Jensyn Acquisition Corp. and Chardan Capital Markets, LLC.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
4.8 |
|
Rights Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Continental Stock Transfer & Trust Company.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
4.9 |
|
Warrant, dated April 22, 2020, issued by The Peck Company Holdings, Inc. to GreenSeed Investors, LLC
|
|
By Reference
|
|
8-K
|
|
April 28, 2020
|
|
|
|
| |||||
4.10 |
|
Promissory Note, dated January 13, 2020, issued by Peck Electric Co. to NBT Bank, National Association
|
|
By Reference
|
|
8-K
|
|
April 28, 2020
|
|
|
|
| |||||
4.11 |
|
Paycheck Protection Program Note and Disbursement Authorization, dated April 24, 2020 issued by Peck Electric Co. to NBT Bank, National Association
|
|
By Reference
|
|
8-K
|
|
April 28, 2020
|
|
|
|
| |||||
10.1 |
|
Business Loan Agreement, dated September 17, 2019, between Peck Electric Co. and NBT Bank, National Association, as lender
|
|
By Reference
|
|
10-Q
|
|
November 18, 2019
|
|
|
|
| |||||
10.2 |
|
Commercial Security Agreement, dated September 17 2019, between Peck Electric Co. and NBT Bank, National Association
|
|
By Reference
|
|
10-Q
|
|
November 18, 2019
|
|
|
|
| |||||
10.3 |
|
Commercial Guaranty, dated September 17, 2019
|
|
By Reference
|
|
10-Q
|
|
November 18, 2019
|
|
|
|
| |||||
10.4(a) |
|
Letter Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Jeffrey Raymond.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
Exhibit
No.
|
|
Description
|
|
Included
|
|
Form
|
|
Filing
Date
|
10.4(b) |
|
Letter Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Rebecca Irish.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
10.4(c) |
|
Letter Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Joseph Raymond.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
10.4(d) |
|
Letter Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Peter Underwood.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
10.4(e) |
|
Letter Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Philip Politziner.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
10.4(f) |
|
Letter Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Joseph Anastasio.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
10.4(g) |
|
Letter Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Richard C. Cook.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
10.4(h) |
|
Letter Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Jensyn Capital, LLC.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
10.5 |
|
Investment Management Trust Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Continental Stock Transfer & Trust Company.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
10.5(a) |
|
Amendment No 1 to Investment Management Trust Agreement dated as of March 6, 2018 between Jensyn Acquisition Corp and Continental Stock Transfer & Trust Company.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
10.5(b) |
|
Amendment No 2 to Investment Management Trust Agreement dated as of March 2, 2018 between Jensyn Acquisition Corp and Continental Stock Transfer & Trust Company.
|
|
By Reference
|
|
8-K
|
|
June 8, 2018
|
|
|
|
| |||||
10.5(c) |
|
Amendment No 3 to Investment Management Trust Agreement dated as of March 2, 2018 between Jensyn Acquisition Corp and Continental Stock Transfer & Trust Company.
|
|
By Reference
|
|
8-K
|
|
August 29, 2018
|
|
|
|
| |||||
10.5(d) |
|
Amendment No 4 to Investment Management Trust Agreement dated as of March 2, 2018 between Jensyn Acquisition Corp and Continental Stock Transfer & Trust Company.
|
|
By Reference
|
|
8-K
|
|
January 3, 2019
|
|
|
|
| |||||
10.6 |
|
Stock Escrow Agreement, dated March 2, 2016, among Jensyn Acquisition Corp., the Initial Stockholders identified therein and Continental Stock Transfer & Trust Company.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
Exhibit
No.
|
|
Description
|
|
Included
|
|
Form
|
|
Filing
Date
|
10.7 |
|
Registration Rights Agreement, dated March 2, 2016, among Jensyn Acquisition Corp. and the Investors identified therein.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
10.8 |
|
Form of Indemnity Agreement.
|
|
By Reference
|
|
S-1
|
|
November 23, 2015
|
|
|
|
| |||||
10.9 |
|
Administrative Services Agreement, dated December 1, 2014, by and between Jensyn Acquisition Corp. and Jensyn Integration Services, LLC
|
|
By Reference
|
|
S-1
|
|
November 23, 2015
|
|
|
|
| |||||
10.10 |
|
Private Units Purchase Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Chardan Capital Markets, LLC.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
10.11 |
|
Private Units Purchase Agreement, dated March 2, 2016, between Jensyn Acquisition Corp. and Jensyn Capital, LLC.
|
|
By Reference
|
|
8-K
|
|
March 10, 2016
|
|
|
|
| |||||
10.12 |
|
Letter Agreement, dated June 11, 2015, between Jensyn Acquisition Corp. and Corinthian Partners, LLC.
|
|
By Reference
|
|
S-1
|
|
November 23, 2015
|
|
|
|
| |||||
10.13 |
|
Form of Rights of First Refusal and Corporate Opportunities Agreement.
|
|
By Reference
|
|
S-1
|
|
November 23, 2015
|
|
|
|
| |||||
10.14 |
|
Joinder Agreement dated November 11, 2016 executed by Stewart Martin.
|
|
By Reference
|
|
10-K
|
|
March 27, 2017
|
|
|
|
| |||||
10.15 |
|
Form of Guaranty of Funding dated March 7, 2017 issued by Insiders
|
|
By Reference
|
|
10-K
|
|
March 27, 2017
|
|
|
|
| |||||
10.16 |
|
Letter Agreement dated as of January 31, 2018 among Jensyn Acquisition Corp., Victor Ferreira and Karen Ferreira.
|
|
By Reference
|
|
10-K
|
|
March 29, 2018
|
|
|
|
| |||||
10.17 |
|
Promissory Note dated March 6, 2018 issued to Jensyn Capital, LLC
|
|
By Reference
|
|
10-Q
|
|
May 21, 2018
|
|
|
|
| |||||
10.18 |
|
Promissory Note dated June 22, 2018 issued to Jensyn Capital, LLC
|
|
By Reference
|
|
10-Q
|
|
August 20, 2018
|
|
|
|
| |||||
10.19 |
|
Second Original Discount Promissory Note dated March 7, 2019 issued to Riverside Merchant Partners, LLC
|
|
By Reference
|
|
8-K
|
|
March 14, 2019
|
|
|
|
| |||||
10.20 |
|
Voting Agreement dated March 7, 2019 among Riverside Merchant Partners, LLC and the shareholders that are a signatory thereto
|
|
By Reference
|
|
8-K
|
|
March 14, 2019
|
Exhibit
No.
|
|
Description
|
|
Included
|
|
Form
|
|
Filing
Date
|
10.21 |
|
Voting Agreement, dated June 20, 2019, between Peck Company Holdings Inc. and Jeffrey Peck
|
|
By Reference
|
|
10-K
|
|
April 14, 2020
|
|
|
|
| |||||
10.22 |
|
Business Loan Agreement, dated January 13, 2020 between Peck Electric Co. and NBT Bank, National Association
|
|
By Reference
|
|
8-K
|
|
April 28, 2020
|
|
|
|
| |||||
10.23 |
|
Commercial Guaranty, dated January 13, 2020, issued by Jeffrey Peck to NBT Bank, National Association
|
|
By Reference
|
|
8-K
|
|
April 28, 2020
|
|
|
|
| |||||
10.24 |
|
Lease Agreement, dated December 7, 2020, between Peck Electric Co. and Unsworth Properties, LLC as agent for Meach, LLC, 306 West Indian, LLC, Cooper Two, LLC, Trek Communities, LLC, Masthead, LLC and Stephen and Shona Unsworth
|
|
By Reference
|
|
8-K
|
|
December 10, 2020
|
|
|
|
| |||||
14 |
|
Form of Code of Ethics.
|
|
By Reference
|
|
S-1
|
|
November 23, 2015
|
|
|
|
| |||||
21 |
|
List of subsidiaries of iSun, Inc.
|
|
By Reference
|
|
10-K
|
|
March 15, 2021 |
|
|
|
| |||||
|
Independent Registered Public Accounting Firm's Consent
|
|
Herewith
|
|
10-K/A
|
|
June 9, 2021
| |
|
|
|
| |||||
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Herewith
|
|
10-K/A
|
|
June 9, 2021
| |
|
|
|
| |||||
|
Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Herewith
|
|
10-K/A
|
|
June 9, 2021
| |
|
|
|
| |||||
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Herewith
|
|
10-K/A
|
|
June 9, 2021
|
Item 16. |
Form 10-K Summary.
|
Attachments
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Disclaimer
iSun Inc. published this content on 11 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 June 2021 10:07:06 UTC.