UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

 

For the fiscal year ended December 31, 2020

OR

 

For the transition period from     to    

Commission File No. 001-37707

iSUN, INC.

(Exact name of registrant as specified in its charter)

(802) 658-3378

(Registrant’s telephone number)

The Peck Company Holdings, Inc.

4050 Williston Road, Suite 511

South Burlington, VT 05403

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

(Title of class)

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and, (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No  ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ☒ No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein and, will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  ☐ NO ☒

The aggregate market value of the Common Stock held by non-affiliates as of June 30, 2020 was $19.8 million.

The number of shares of the Registrant’s Common Stock outstanding as March 12, 2021 was 8,478,584.

 

---

EXPLANATORY NOTE

 

iSun, Inc. (formerly known as The Peck Company Holdings, Inc.) (“iSun” or the “Company”) is filing this Amendment No. 1 on Form 10-K (this “Form 10-K/A” or “Report”) to amend the Annual Report on Form 10-K as of and for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2021 (the “Original Filing”), to restate the consolidated financial statements and related footnote disclosures as of December 31, 2020 and 2019, for the year ended December 31, 2020 and 2019 included in the Original Filing. This Form 10-K/A also amends certain other Items in the Original Filing, as listed in “Items Amended in this Form 10-K/A” below.

 

Restatement Background

 

On April 12, 2021, the Staff of SEC issued the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). The Staff Statement clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants that could result in the warrants issued by SPACs being classified as a liability measured at fair value, with non-cash fair value adjustments recorded in the consolidated statement of operations at the end of each reporting period. The Company has evaluated the applicability and potential impact of the Staff Statement on the Company’s consolidated financial statements. On May 20, 2021, the Audit Committee of the Board of Directors of the Company (the “Board”), in consultation with management of the Company, concluded that the following financial statements could no longer be relied upon, based on the facts below: (i) the audited consolidated financial statements of iSun as of December 31, 2020 and 2019, for the year ended December 31, 2020 and 2019 included in the Original Filing, (ii) the condensed consolidated unaudited financial statements of iSun included in iSun’s Quarterly Reports on Form 10-Q for (a) the three and six months ended June 30, 2019 (b) the three and nine months ended September 30, 2019 (c) the three months ended March 31, 2020, (d) the three and six months ended June 30, 2020, and (e) the three and nine months ended September 30, 2020, (collectively, the “Non-Reliance Periods”).

 

As a result of the factors described above, the Company has included in this Amendment: (i) certain restated items on the previously issued balance sheet dated as of December 31, 2020 and 2019 and (ii) restated financial statements for the years ended December 31, 2020 and 2019 that were previously reported on the Original 10-K, to restate the following non-cash items:

The restatement of the financial statements had no impact on the Company’s liquidity or cash position.

See Note 2 to the Notes to Financial Statements included in Part II, Item 8 of this Amendment for additional information on the restatement and the related financial statement effects.

Internal Control Considerations

In connection therewith, the Company’s management identified a material weakness in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected and corrected on a timely basis. For a discussion of management’s consideration of the material weakness identified, see Item 9A. Controls and Procedures included in this Amendment.

Items Amended

The following items are amended in this Amendment: (i) Part I, Item 1A. Risk Factors; (ii) Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; (iii) Part II, Item 8. Financial Statements and Supplementary Data; and (iv) Part II, Item 9a; (v) Part IV, Item 15. Exhibits, Financial Statement Schedules. Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment currently dated certifications from our principal executive officer and principal financial officer. These certifications are filed or furnished, as applicable, as Exhibits 31.1, 31.2, 32.1 and 32.2.

Except as described above, this Amendment does not amend, update or change any other disclosures in the Original 10-K. In addition, the information contained in this Amendment does not reflect events occurring after the filing of the Original 10-K and does not modify or update the disclosures therein, except as specifically identified above. Among other things, forward-looking statements made in the Original 10-K have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original 10-K, other than the restatement, and such forward-looking statements should be read in conjunction with our filings with the SEC, including those subsequent to the filing of the Original 10-K.

 

TABLE OF CONTENTS

PART I

 

Forward-looking Statements

Statements in this Annual Report on Form 10-K that are not historical facts constitute forward-looking statements. Examples of forward-looking statements include statements relating to industry prospects, our future economic performance including anticipated revenues and expenditures, results of operations or financial position, and other financial items, our business plans and objectives, and may include certain assumptions that underlie forward-looking statements. Risks and uncertainties that may affect our future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements include, among other things, those listed under “Risk Factors” and elsewhere in this Annual Report.

These risks and uncertainties include but are not limited to:

 

 

 

 

 

 

 

 

 

 

 

 

 

In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.

These statements are subject to business and economic risk and reflect management’s current expectations and involve subjects that are inherently uncertain and difficult to predict. Actual events or results may differ materially. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of these statements. We are under no duty to update any of the forward-looking statements after the date of this Annual Report to conform these statements to actual results.

Business Introduction/Summary

We were originally formed on October 8, 2014 as a blank check company under the name Jensyn Acquisition Corp. for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or more businesses or entities. On June 20, 2019, we completed a business combination (the “Reverse Merger and Recapitalization”) pursuant to which we acquired Peck Electric Co. (“Peck Electric”). The Business Combination was a reverse merger treated as a recapitalization and that Peck Electric was deemed the accounting acquirer and takes over the historical information for the Company. Following the Reverse Merger and Recapitalization, we became known as The Peck Company Holdings, Inc. We conducted all of our business operations exclusively through our wholly owned subsidiary, Peck Electric, until January 19, 2021.

On January 19, 2021, we completed a business combination (the “Merger Agreement”) pursuant to which we acquired iSun Energy LLC (“iSun Energy, LLC”). The Business Combination was an acquisition treated as a merger and reorganization and that iSun Energy, LLC became a wholly owned subsidiary of The Peck Company Holdings, Inc. Following the Merger Agreement, we changed our name to iSun, Inc. (formerly The Peck Company Holdings, Inc,) We now conduct all of our business operations exclusively through our wholly owned subsidiaries, Peck Electric and iSun Energy, LLC.

We are one of the largest commercial solar engineering, procurement and construction (“EPC”) companies in the country and are expanding across the Northeastern United States. We were a second-generation family business founded under the name Peck Electric Co. in 1972 as a traditional electrical contractor. Our core values were and still are to align people, purpose, and profitability, and since taking leadership in 1994, Jeffrey Peck, our Chief Executive Officer, has applied such core values to expand into the solar industry. Today, we are guided by the mission to facilitate the reduction of carbon emissions through the expansion of clean, renewable energy and we believe that leveraging such core values to deploy resources toward profitable business is the only sustainable strategy to achieve these objectives.

The world recognizes the need to transition to a reliable, renewable energy grid in the next 50 years. Vermont and Hawaii are leading the way in the U.S. with renewable energy goals of 75% by 2032 and 100% by 2045, respectively. California committed to 100% carbon-free energy by 2045. The majority of the other states in the U.S. also have renewable energy goals, regardless of current Federal solar policy. We are a member of Renewable Energy Vermont, an organization that advocates for clean, practical and renewable solar energy. We intend to use near-term incentives to take advantage of long-term, sustainable energy transformation with a commitment to the environment and to our shareholders. Our triple bottom line, which is geared towards people, environment, and profit, has always been our guide since we began installing renewable energy and we intend that it remain our guide over the next 50 years as we construct our energy future.

We primarily provide EPC services to solar energy customers for projects ranging in size from several kilowatts for residential loads to multi-megawatt systems for large commercial and utility projects. To date, we have installed over 125 megawatts of solar systems since inception and are focused on profitable growth opportunities. We believe that we are well-positioned for what we believe to be the coming transformation to an all renewable energy economy. As a result of the completion of the Reverse Merger and Recapitalization, we have now opened our family company to the public market as part of our strategic growth plan. We are expanding across the Northeastern United States to serve the fast-growing demand for clean renewable energy. We are open to partnering with others to accelerate our growth process, and we are expanding our portfolio of company-owned solar arrays to establish recurring revenue streams for many years to come. We have established a leading presence in the market after five decades of successfully serving our customers, and we are now ready for new opportunities and the next five decades of success.

We manage our business through our construction operations and offer our EPC services and products consisting of solar, electrical and data installations. Approximately 80% of our revenue is derived from our solar EPC business, approximately 18% of revenue is derived from our electrical and data business and approximately 2% of revenue is currently derived from recurring revenue of Company-owned solar arrays. Recently our growth has been derived by increasing our solar customer base starting in 2013 and by continuing to serve the needs of existing electrical and data customers. We have installed some of the largest commercial and utility-scale solar arrays in the State of Vermont. Our union crews are expert constructors, and union access to an additional workforce makes us ready for rapid expansion to other states while maintaining control of operating costs. The skillset provided by our workforce is transferrable among our service offerings depending on current demand.

We also make investments in solar development projects and currently own approximately three megawatts of operating solar arrays operating under long-term power purchase agreements. These long-term recurring revenue streams, combined with our in-house development and construction capabilities, make this asset class a strategic long-term investment opportunity for us.

We have a three-pronged growth strategy that includes (1) organic expansion across the Northeastern United States, (2) conducting accretive merger and acquisition transactions to expand geographically, and (3) investing into Company-owned solar assets.

Consummation of the Business Combinations

On January 19, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Company, Peck Mercury, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Merger Sub”), iSun Energy LLC, a Delaware limited liability company (“iSun Energy, LLC”), the sole member of which was Sassoon M. Peress (“Peress”), and Peress, pursuant to which the Merger Sub merged with and into iSun Energy LLC (the “Merger”) with iSun Energy LLC as the surviving company in the Merger and iSun Energy LLC becoming a wholly-owned subsidiary of the Company. In connection with Merger, Peress will receive 400,000 shares of the Company’s Common Stock over five years, 200,000 shares of which were issued at the closing, warrants to purchase up 200,000 shares of the Company’s Common Stock, and up to 240,000 shares of the Company’s Common Stock based on certain performance milestones.

iSun Energy LLC offers products and services designed to support the growing electric vehicle and smart city markets. The flagship iSun Energy & Mobility Hub is the result of 30 years of passion, dedication, and innovation through sustainability. The iSun solar EV carport charging systems incorporate solar panels to charge electric vehicles while providing unparalleled software insights into data surrounding the energy produced, consumed, air quality effects and other key metrics. The iSun Oasis Smart Solar Bench is expected to be an integral part in developing smart cities and campuses and has the ability to charge any mobile device through integrated solar panels that collect and store energy throughout the day. iSun’s accompanying data platform allows for monitoring and analysis of key metrics through built in IoT (Internet of Things) sensors. The platform also affords both physical and digital advertising and branding, for additional recurring revenue opportunities. iSun’s Augmented Reality 3D software platform helps clients visualize their projects before they are built, making it easy for our clients to adopt sustainable solutions and to understand their impact on sustainability.

As disclosed on our Current Report on Form 8-K filed with the SEC on June 26, 2019, on June 20, 2019 (the “Closing Date”), the Company consummated the previously announced business combination (the “Reverse Merger and Recapitalization”) following a Special Meeting of its Stockholders held on June 19, 2019 (the “Special Meeting”), where the stockholders of the Company considered and approved, among other matters, a proposal to adopt that certain Share Exchange Agreement, dated as of February 26, 2019 (the “Exchange Agreement”), by and among Jensyn, Peck Electric Co., a Vermont corporation (“Peck Electric”), and Peck Electric’s stockholders (the “Stockholders”). “Jensyn” refers to the Company prior to the closing of the Reverse Merger and Recapitalization (the “Closing”). In connection with the Closing and pursuant to the Exchange Agreement, among other things, the Company changed its name from “Jensyn Acquisition Corp.” to “The Peck Company Holdings, Inc.”

In connection with the Closing, Jensyn issued 3,234,501 shares of Jensyn’s Common Stock to the Stockholders in exchange for all of the equity securities of Peck Electric, and Peck Electric became a wholly-owned subsidiary of the Company.

The Company redeemed a total of 492,037 shares of its Common Stock pursuant to the terms of the Company’s Second Amended and Restated Certificate of Incorporation resulting in a total payment to redeeming stockholders of $5,510,814.

In connection with the Reverse Merger and Recapitalization, the Company issued 493,299 shares of Common Stock in exchange for the cancellation of approximately $5,618,675 of obligations and, as contemplated by the Exchange Agreement, certain insiders and their transferees agreed to forfeit and cancel 281,758 shares of Common Stock.

Upon the Closing and after giving effect to the issuances, redemptions and forfeitures of Common Stock described above, and the conversion of 4,194,500 rights to purchase Common Stock into 419,450 shares of Common Stock, there were:

 

 

 

 

•

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

​		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

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Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Total depreciation expense for the years ended December 31, 2020 and 2019 was $585,690 and $621,233, respectively.

The cost of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation are eliminated from the accounts and any resulting gain or loss is included in operations. The cost of maintenance and repairs are charged to expense as incurred, while significant renewals or betterments are capitalized.

i)	Long-Lived Assets

The Company assesses long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

When impairment indicators are present, the Company compares undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, the Company measures any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets.

If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and such projections may vary from the cash flows eventually realized.

The Company considers a long-lived asset to be abandoned after the Company has ceased use of such asset and they have no intent to use or repurpose the asset in the future. Abandoned long-lived assets are recorded at their salvage value, if any.

j)	Asset Retirement Obligations

The Company develops, constructs, and operates certain solar arrays with land lease agreements that include a requirement for the removal of the assets at the end of the term of the agreement. The Company recognizes such asset retirement obligations (“ARO”) in the period in which they are incurred based on the present value of estimated third-party recommissioning costs, and they capitalize the associated asset retirement costs as part of the carrying amount of the related assets. Once an asset is placed into service, the asset retirement cost is subsequently depreciated on a straight-line basis over the estimated useful life of the asset. Changes in AROs resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense. The AROs were not deemed significant to the financial statements and were therefore, not recorded as a liability at December 31, 2020 and 2019.

k)	Concentration and Credit Risks

The Company occasionally has cash balances in a single financial institution during the year in excess of the Federal Deposit Insurance Corporation (FDIC) limit of up to $250,000 per financial institution. The differences between book and bank balances are outstanding checks and deposits in transit. At December 31, 2020, the uninsured balances were approximately $422,000.

l)	Income Taxes

Through June 20, 2019 (the date of the completion of the Reverse Merger and Recapitalization) the former Peck Electric had elected to be taxed as an S-Corporation under the Internal Revenue Code and similar codes in states in which the Company was subject to taxation. While this election was in effect, the income (whether distributed or not) was taxed for federal income tax purposes to former Peck Electric stockholders. Accordingly, no provision for federal income tax was required. However, the Company did calculate a proforma provision. The provision for income taxes for former Peck Electric was primarily for Vermont minimum taxes. As of the date of the completion of the Reverse Merger and Recapitalization, the Company effectively became a C-Corporation, which changed the level of taxation from the stockholders to the Company. The deferred tax assets and liabilities that arise out of the change of tax status have been recorded to account for the temporary differences that existed on the date of the change resulting in a deferred tax liability of $1,506,362. At December 31, 2020 and 2019, the deferred tax liability was $610,558 and $1,098,481, respectively.

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The financial statements of the Company account for deferred tax assets and liabilities in accordance with Accounting Standards Codification (“ASC”) 740, Income taxes.

The Company also uses a more-likely-than-not measurement for all tax positions taken or expected to be taken on a tax return in order for those tax positions to be recognized in the financial statements. If the Company were to incur interest and penalties related to income taxes, these would be included in the provision for income taxes. Generally, the three tax years previously filed remain subject to examination by federal and state tax authorities.

m)

Sales Tax

The Company’s accounting policy is to exclude state sales tax collected and remitted from revenues and costs of sales, respectively.

n)	Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates their estimates, including those related to inputs used to recognize revenue over time, investments, impairment on investments and valuation of deferred tax assets. Actual results could differ from those estimates.

o)	Recently Issued Accounting Pronouncements

Prior to June 20, 2019, the Company was defined as a non-public entity for purposes of applying transition guidance related to new or revised accounting standards under GAAP and was required to adopt new or revised accounting standards after the required adoption dates that applied to public companies. Subsequent to June 20, 2019, the Company maintains its emerging growth company status until no later than December 31, 2021. The Company will maintain the election available to an emerging growth company to use any extended transition period applicable to non-public companies when complying with a new or revised accounting standard. The Company retains its emerging growth status and therefore elects to adopt new or revised accounting standards on the adoption date required for a private company.

In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). This ASU clarifies the interaction among accounting standards for equity securities, equity method investments and certain derivatives. We are currently assessing the provisions of this guidance to determine whether or not its adoption will have an impact on our consolidated financial statements and related disclosures. This guidance is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. We are currently assessing the provisions of this guidance to determine whether or not its adoption will have an impact on our consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In September 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470). This ASU amends SEC paragraphs pursuant to SEC release No. 33-10762. We are currently assessing the provisions of this guidance to determine whether or not its adoption will have an impact on our consolidated financial statements and related disclosures. This guidance is effective for fiscal years beginning after December 15, 2021 with early adoption permitted.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either operating or financing, with such classifications affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019, and early adoption is permitted. This standard is effective for the Company’s annual reporting period beginning after December 15, 2021. We are currently assessing the provisions of this guidance to determine whether or not its adoption will have an impact on our consolidated financial statements and related disclosures.

In June 2020, the FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842), to provide a one-year deferral of the effective dates. We are adopting the deferral and currently assessing the provisions of this guidance to determine whether or not its adoption will have an impact on our consolidated financial statements and related disclosures.

In June 2016 the FASB issued ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326). This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. The update will replace the current incurred loss model with an expected loss model. Under the incurred loss model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (that is has been “incurred”). Under the expected loss model, a loss (or allowance) is recognized upon initial recognitions of the asset that reflects all future events that leads to a loss being realized, regardless of whether it is probable that the future event will occur. The incurred loss model considers past events and conditions, while the expected loss model includes expectations for the future which have yet to occur. ASU 2018-19 was issued in November 2018 and excludes operating leases from the new guidance. The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. As an Emerging Growth Company, the standard is effective for the Company’s 2021 annual reporting period and interim periods beginning first quarter of 2022. The Company is evaluating the impact of ASU 2016-13 will have on its consolidated financial statements and associated disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). This ASU reduces the complexity over accounting for income taxes by removing certain exceptions and amending guidance to improve consistent application of accounting over income taxes. We are currently assessing the provision of this guidance to determine whether or not its adoption will have an impact on our consolidated financial statements and related disclosures. The Company is currently evaluating the impact of ASU No. 2019-12 will have on its consolidated financial statements.

p)	Deferred Finance Costs

Deferred financing costs relate to the Company’s debt and equity instruments. Deferred financing costs relating to debt instruments are amortized over the terms of the related instrument using the effective interest method. The Company incurred $0 and $21,547 of deferred financing costs during the year ended December 31, 2020 and 2019, respectively, in connection with a refinance of its revolving line of credit. Amortization expense associated with deferred financing costs, which is included in interest expense, totaled $3,073 and $1,544 for the years ended December 31, 2020 and 2019, respectively. Debt financing costs relating to the equity credit line were offset against additional paid in capital as the shares issued were fully earned on the execution of the agreement. The Company incurred $0 and $413,032 of deferred financing costs that was recorded to additional paid in capital for the year ended December 31, 2020 and 2019, respectively.

q)	Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable, cash collateral deposited with insurance carriers, deferred compensation plan liabilities, accounts payable and other current liabilities, and debt obligations.

Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: (i) Level 1 - quoted market prices in active markets for identical assets or liabilities; (ii) Level 2 - observable market-based inputs or other observable inputs; and (iii) Level 3 - significant unobservable inputs that cannot be corroborated by observable market data, which are generally determined using valuation models incorporating management estimates of market participant assumptions. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash, accounts receivable, accounts payable and other current liabilities approximate their fair values. Management believes the carrying values of notes and other receivables, cash collateral deposited with insurance carriers, and outstanding balances on its line of credit and long-term debt approximate their fair values as these amounts are estimated using public market prices, quotes from financial institutions and other available information.

At December 31, 2019, the earnout provision of the Share Exchange was considered a Level 3 measurement. Given that the earnout provision was not met, it is no longer considered a Level 3 investment at December 31, 2020. The Company determined that it was unlikely that the earnout provision would be met, therefore no value was assigned.

r)	Debt Extinguishment

Under ASC 470, debt should be derecognized when the debt is extinguished, in accordance with the guidance in ASC 405-20, Liabilities: Extinguishments of Liabilities. Under this guidance, debt is extinguished when the debt is paid, or the debtor is legally released from being the primary obligor by the creditor. On December 1, 2020, the Company received notification from NBT Bank that the Small Business Administration has approved the forgiveness of the PPP loan in its entirety and as such, the full $1,496,468 has been recognized in the income statement as a gain upon debt extinguishment for the year ended December 31, 2020.

s)	Segment Information

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment with different product offerings for financial reporting purposes, which represents the Company’s core business.

t)	Warrant liability (Restated)

2.	RESTATEMENT OF FINANCIAL STATEMENTS

On May 20, 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants (the “Warrants”) the Company previously issued, the Company’s previously issued financial statements for the Affected Periods (as defined below) should no longer be relied upon. As such, the Company is restating its unaudited and audited financial statements for the Affected Periods.

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s financial statements as opposed to equity. Since issuance, the Company’s Warrants were accounted for as equity within the Company’s previously reported financial statements, and after discussion and evaluation, management concluded that the Warrants should be presented as liabilities reported at fair value with subsequent fair value remeasurement at each reporting period.

The Affected Periods are the years ended December 31, 2020 and 2019 and the quarters ended September 30, 2020, June 30, 2020, March 31, 2020, September 30, 2019 and June 30, 2019.

Impact of the Restatement

The impact of the restatement on the Consolidated Balance Sheet, Statements of Operations and Cash Flows as of and for the year ended December 31, 2020.

The impact of the restatement on the Condensed Consolidated Balance Sheet, Statements of Operations and Cash Flows as of September 30, 2020 and for the three and nine months ended September 30, 2020.

The impact of the restatement on the Condensed Consolidated Balance Sheet, Statements of Operations and Cash Flows as of June 30, 2020 and for the three and six months ended June 30, 2020.

The impact of the restatement on the Condensed Consolidated Balance Sheet, Statements of Operations and Cash Flows as of and the three months ended March 31, 2020.

The impact of the restatement on the Consolidated Balance Sheet, Statements of Operations and Cash Flows as of and for the year ended December 31, 2019.