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    ISUN   US4652461066

ISUN, INC.

(ISUN)
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ISUN : 10-K/A - Management's Discussion and Analysis of Financial Condition and Results of Operations.

06/11/2021 | 06:07am EDT

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under "Risk Factors" and elsewhere in this Annual Report on Form 10-K.

Business Introduction / Overview

iSun, Inc., the principal office of which is located in Williston, Vermont, is one of the largest commercial solar engineering, procurement and construction ("EPC") companies in the country and is expanding across the Northeastern United States ("U.S."). The Company is a second-generation business founded under the name Peck Electric Co. ("Peck Electric") in 1972 as a traditional electrical contractor. The Company's core values are to align people, purpose, and profitability, and since taking leadership in 1994, Jeffrey Peck, the Company's Chief Executive Officer, has applied such core values to expand into the solar industry. Today, the Company is 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. The Company intends to use near-term incentives to take advantage of long-term, sustainable energy transformation with a commitment to the environment and to its 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.

After installing more than 200 megawatts of solar energy, 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 our business combination transaction with Jensyn Acquisition Corp. ("Jensyn") on June 20, 2019, pursuant to which we acquired Peck Electric Co. (the "Reverse Merger and Recapitalization"), we have now opened our company to the public market as part of our strategic growth plan. We are expanding across the Northeastern U.S. 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 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.

On January 19, 2021, we entered in an agreement to acquire iSun Energy LLC based in Burlington, Vermont. iSun Energy, LLC offers a portfolio of products that supports the growing electric vehicle market, specifically carports, charging stations and user-facing technology. 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 we continue to execute on our three-pronged growth strategy, the iSun Energy, LLC acquisition allows to further enable the transition to renewable and clean energy. As our portfolio of offerings continues to expand, we are able to further provide energy as a service to the marketplace.

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Table of Contents With the filing of our Form S-3 Registration Statement on December 4, 2020, we have the ability to access the capital markets up to $50,000,000 in aggregate to support our statement growth strategy. The access to capital accelerates our growth process and allows us to continue our expansion plans into new territories, aggressively pursue accretive merger and acquisition transactions and continue investing in our company-owned solar assets which now consist of the product offerings of iSun Energy LLC. There is currently approximately $39.5 million available under the Registration Statement as we drew down approximately $10.5 million through our Registered Direct Offering.

On April 24, 2020, we were fortunate to obtain a loan under the CARES Act Payroll Protection Program ("PPP") of $1,487,624. The loan allowed us to maintain our workforce during the shutdown caused by the COVID-19 pandemic. 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.

Equity and Ownership Structure

On June 20, 2019, Jensyn consummated the Reverse Merger and Recapitalization, which resulted in the acquisition of 100% of the issued and outstanding equity securities of Peck Electric by Jensyn, and in Peck Electric becoming a wholly-owned subsidiary of Jensyn. Jensyn was originally incorporated as a special purpose acquisition company, formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Recapitalization. Simultaneously with the Reverse Merger and Recapitalization, we changed our name to "The Peck Company Holdings, Inc." We conducted all of our business operations exclusively through our wholly-owned subsidiary, Peck Electric.

Unless the context otherwise requires, "we," "us," "our" and the "Company" refers to iSun, Inc. (formerly The Peck Company Holdings, Inc.) and its subsidiary after June 20, 2019, and "Peck Electric" refers to the business of Peck Electric before June 20, 2019. Upon closing of the Reverse Merger and Recapitalization, Peck Electric was deemed the accounting acquirer and takes over the historical information for the Company.

Effective January 19, 2021, the Company changed its corporate name from The Peck Company Holdings, Inc. to iSun, Inc. (the "Name Change"). The Name Change was effected through a parent/subsidiary short-form merger of iSun, Inc., our wholly owned Delaware subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the short-form merger, we filed a Certificate of Merger with the Secretary of State of the State of Delaware on January 19, 2021. The merger became effective on January 19, 2021 with the State of Delaware and, for purposes of the quotation of our Common Stock on the Nasdaq Capital Market ("Nasdaq"), effective at the open of the market on January 20, 2021. We conduct all of our business operations exclusively through our wholly-owned subsidiaries, Peck Electric and iSun Energy LLC.

Critical Accounting Policies

The following discussion and analysis of the Company's financial condition and results of operations are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used to review the Company's impairments and estimations of long-lived assets, impairment on investment, revenue recognition utilizing a cost to cost method, allowances for uncollectible accounts, and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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Revenue Recognition

We recognize revenue from contracts with customers under Accounting Standards Codification ("ASC") Topic 606 ("Topic 606"). Under Topic 606, revenue is recognized when, or as, control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. We primarily recognize revenue over time utilizing the cost-to-cost measure of progress on contracts for specific projects and for certain master service and other service agreements.

Contracts. We derive revenue primarily from construction projects performed under: (i) master and other service agreements, which are typically priced using either a time and materials or a fixed price per unit basis; and (ii) contracts for specific projects requiring the construction and installation of an entire infrastructure system or specified units within an infrastructure system, which are subject to multiple pricing options, including fixed price, unit price, time and materials, or cost plus a markup.

The total contract transaction price and cost estimation processes used for recognizing revenue over time under the cost-to-cost method is based on the professional knowledge and experience of our project managers, engineers and financial professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions and management's assessment of expected variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and our profit recognition. Changes in these factors could result in revisions to revenue in the period in which the revisions are determined, which could materially affect our consolidated results of operations for that period. Provisions for losses on uncompleted contracts are recorded in the period in which such losses are determined. For the year ended December 31, 2020 and 2019, project profit was affected by less than 5% as a result of changes in contract estimates included in projects that were in process as of December 31, 2020 and 2019.

Performance Obligations. A performance obligation is a contractual promise to transfer a distinct good or service to a customer and is the unit of account under Topic 606. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. Our contracts often require significant services to integrate complex activities and equipment into a single deliverable and are therefore generally accounted for as a single performance obligation, even when delivering multiple distinct services. Contract amendments and change orders, which are generally not distinct from the existing contract, are typically accounted for as a modification of the existing contract and performance obligation. The vast majority of our performance obligations are completed within one year.

When more than one contract is entered into with a customer on or close to the same date, management evaluates whether those contracts should be combined and accounted for as a single contract as well as whether those contracts should be accounted for as one, or more than one, performance obligation. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts.

Union Labor

The Company uses union labor in order to construct and maintain the solar, electric and data work that comprise the core activities of its business. As such, contributions were made by the Company to the National Joint Apprenticeship and Training Committee, the National Electrical Benefit Funds, Union Pension Plans and a union Health and Welfare Fund. Each employee contributes monthly to the International Brotherhood of Electrical Workers ("IBEW"). The Company's contract with the IBEW expires May 31, 2022.

The Company's management believes that access to unionized labor provides a unique advantage for growth, because workforce resources can be scaled efficiently utilizing labor unions in other states to meet specific project needs in other states without substantially increasing fixed costs for the Company.

Business Insurance / Captive Insurance Group

In 2018, Peck Electric joined a captive insurance group. The Company's management believes that belonging to a captive insurance group will stabilize business insurance expenses and will lock in lower rates that are not subject to change from year-to-year and instead are based on the Company's favorable experience modification rate.

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Revenue Drivers

The Company's business includes the design and construction of solar arrays for its customers. Revenue is recognized for each construction project on a percentage of completion basis. From time to time, the Company constructs solar arrays for its own account or purchases a solar array that must still be constructed. In these instances, no revenue is recognized for the construction of the solar array. In instances where the Company owns the solar array, revenue is recognized for the sale of the electricity generated to third parties. As a result, depending on whether it is building for others or for its own account, the Company's revenue is subject to significant variation.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2020 COMPARED TO THE YEAR ENDED DECEMBER 31, 2019

REVENUE AND COST OF EARNED REVENUE

For the year ended December 31, 2020, our revenue decreased 25.4% to $21,052,211 compared to $28,221,569 for the year ended December 31, 2019. Cost of earned revenue for the year ended December 31, 2020, was 26.2% lower at $17,742,118 compared to $24,050,197 for the year ended December 31, 2019. Our revenue was limited due to the shutdown as a result of the COVID-19 pandemic. The Company had several projects that were scheduled to begin in the second quarter of the year that were rescheduled until the end of the third quarter. The delay in project start dates impacted our ability to grow revenue during 2020 but will positively impact future periods as project start dates were rescheduled to the first quarter of 2021.

Gross profit was $2,343,137 for the year ended December 31, 2020. This compares to $4,171,372 of gross profit for the year ended December 31, 2019. The gross margin was 11.1% in the year ended December 31, 2020 compared to 14.8% in the year ended December 31, 2019. Approximately 80% of revenue in the year ended December 31, 2020 was from solar installations compared to 77% of revenues in the year ended December 31, 2019. The solar installation represents higher margin installation in comparison to our traditional electrical and data installations which lead to an increase in gross margin. However, the impact of our worksite shutdowns as a result of the COVID-19 pandemic eroded our margins as we were required to remove all material and equipment from our projects. Once our projects were able to resume operations, we incurred additional costs related to remobilizing and training our workforce as well as delivering material and equipment to the respective job sites.

For 2021, we anticipate an increase in revenue over 2020 due to several factors. The sum of our backlog projects is already near $61 million and are anticipated to be completed within twelve to eighteen months. We are not typically bidding competitively for projects, but instead engage with our customers over a long-term basis to develop project designs and to help customers reduce project costs. Therefore, the $61 million in project-based revenue anticipated for the next twelve to eighteen months represents projects that have a high probability for conversion. Historically, we have been awarded over 90% of the projects we have reviewed for construction. The upfront assistance and coordination with our clients can be considered our marketing effort, which is a significant advantage for converting a high percentage of its pipeline projects.

In addition, we are engaging existing customers and new partners outside of Vermont as part of our planned 2021 expansion across the Northeast. The Company has already identified over $26 million of opportunities in other states that are included in its 2021 and 2022 projections.

SELLING AND MARKETING EXPENSES

We rely on referrals from customers and on its industry reputation, and therefore have not historically incurred significant selling and marketing expenses.

GENERAL AND ADMINISTRATIVE EXPENSES

Total general and administrative (G&A) expenses were $3,343,895 for the year ended December 31, 2020, compared to $2,385,900 for the year ended December 31, 2019. As a percentage of revenue, G&A expenses increased to 15.9% in the year ended December 31, 2020 compared to 8.5% in the year ended December 31, 2019. In total dollars, G&A expense increased primarily due to the added personal costs required to support the Company's growth initiatives compared to the year ended December 31, 2019. With the acquisition of iSun Energy LLC, we do anticipate an increase in G&A to support the new opportunities provided by our expanded product and service offerings. We continue to search for talented individuals that can support our growth strategies.

WAREHOUSE AND OTHER OPERATING EXPENSES

Warehousing and other operating expenses for 2020 are expected to be stable or decrease compared to prior years as we continue to look for opportunities to streamline our operations and decrease our cost structure. To date, we have reduced certain administrative and insurance costs and restructured our utilization of skilled labor in order to reduce the overhead burden, without compromising the ability to operate effectively.

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OTHER INCOME (EXPENSES) (RESTATED)

Interest expense for the twelve months ended December 31, 2020, was $302,542 compared to $244,068 for the same period of the prior year as a result of increased utilization of our line of credit. We recognized a gain on the forgiveness of the PPP loan of $1,496,468 for the twelve months ended December 31, 2020. The change in fair value of the warrant liability decreased by $975,728 and increased by $2,956,097 for the years ended December 31, 2020 and 2019, respectively.

INCOME (BENEFIT)TAX EXPENSE

The US GAAP effective tax rate for the years ended December 31, 2020 was 99.12% and December 31, 2019 was 163.19%. The proforma effective tax rate for the years ended December 31, 2020 was 27.72% and December 31, 2019 was 27.72%. At December 31, 2020, the change in the effective tax rate ("ETR") is driven by the non-taxable income generated from the forgiveness of a loan under the CARES Act Payroll Protection Program ("PPP") of $1,487,624. At December 31, 2019, the change in the effective tax rate ("ETR") is driven by the conversion from an S-corporation to C-corporation, which occurred on the date of the Reverse Merger and Recapitalization. This conversion resulted in non-recurring deferred tax expense of $1,098,481 for the year ended December 31, 2019 related to the recognition of deferred tax liabilities for temporary differences that existed on the date of the change. Excluding the impact of the conversion, the Company's ETR was 27.72% based on the statutory tax rates in the jurisdictions where the Company is subject to income taxes.

NET LOSS (RESTATED)

The net loss for the year ended December 31, 2020 was $980,056 compared to a net income of $2,528,302 for the year ended December 31, 2019.

Certain Non-GAAP Measures

We periodically review the following key non-GAAP measures to evaluate our business and trends, measure our performance, prepare financial projections and make strategic decisions.

EBITDA and Adjusted EBITDA

Included in this presentation are discussions and reconciliations of earnings before interest, income tax and depreciation and amortization ("EBITDA") and EBITDA adjusted for certain non-cash, non-recurring or non-core expenses ("Adjusted EBITDA") to net loss in accordance with GAAP. Adjusted EBITDA excludes certain non-cash and other expenses, certain legal services costs, professional and consulting fees and expenses, and one-time Reverse Merger and Recapitalization expenses and certain adjustments. We believe that these non-GAAP measures illustrate the underlying financial and business trends relating to our results of operations and comparability between current and prior periods. We also use these non-GAAP measures to establish and monitor operational goals.

These non-GAAP measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute or superior to, the other measures of financial performance prepared in accordance with GAAP. Using only the non-GAAP financial measures, particularly Adjusted EBITDA, to analyze our performance would have material limitations because such calculations are based on a subjective determination regarding the nature and classification of events and circumstances that investors may find significant. We compensate for these limitations by presenting both the GAAP and non-GAAP measures of our operating results. Although other companies may report measures entitled "Adjusted EBITDA" or similar in nature, numerous methods may exist for calculating a company's Adjusted EBITDA or similar measures. As a result, the methods that we use to calculate Adjusted EBITDA may differ from the methods used by other companies to calculate their non-GAAP measures.

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The reconciliations of EBITDA and Adjusted EBITDA to net loss, the most directly
comparable financial measure calculated and presented in accordance with GAAP,
are shown in the table below:

                                                     Year ended
                                                    December 31,
                                               2020             2019
                                            (restated)       (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.


LIQUIDITY AND CAPITAL RESOURCES

We had $699,154 in unrestricted cash at December 31, 2020, as compared to $95,930 at December 31, 2019.

As of December 31, 2020, our working capital surplus was $242,865 compared to a working capital surplus of $362,586 at December 31, 2019. On January 8, 2021, we entered into a Securities Purchase Agreement with two institutional investors providing for the issuance and sale by the Company of an aggregate 840,000 shares of our Common Stock in a registered direct offering at a purchase price of $12.50 per Share for gross proceeds of approximately $10.5 million before deducting fees and offering expenses.

We believe that the aggregate of our existing cash and cash equivalents, including our working capital line of credit, shelf registration and equity line of capital, will be sufficient to meet our operating cash requirements until at least March 30, 2022.

As of March 12, 2021, we have approximately $20.5 million in cash availability. During the first quarter of 2021, we received cash proceeds of approximately $15 million from the exercise of our Public Warrants and an additional approximately $2.5 million from the exercise of 292,500 Unit Purchase Options. The available funds will support the execution of our approximate $61 million in backlog. We believe the backlog is executable within the next twelve to eighteen months which would support our transition back to profitability in 2021.

With the filing of our Form S-3 Registration Statement on December 4, 2020, we have the ability to access the capital markets up to $50,000,000 in aggregate to support our statement growth strategy. The access to capital accelerates our growth process and allows us to continue our expansion plans into new territories, aggressively pursue accretive merger and acquisition transactions and continue investing in our company-owned solar assets which now consist of the product offerings of iSun Energy LLC. There is currently approximately $39.5 million available under the Registration Statement as we drew down approximately $10.5 million through our Registered Direct Offering.

Under the terms of the equity line of credit entered into on September 26, 2019, Lincoln Park Capital is required to purchase shares up to a total value of $15,000,000 pursuant to certain terms and conditions. As of December 31, 2020, $15,000,000 of the equity line of credit is available for use. We can require the purchase of 50,000 shares of Common Stock under a regular purchase. On the next day following a regular purchase, we can require the purchase of an accelerated purchase equal to 200% of the shares sold in the regular purchase as well as an additional accelerated purchase equal to 300% of the shares sold in the regular purchase. The total number of shares authorized under the Purchase Agreement total 3,024,194 which would allow us to maximize the equity line of credit within 10 business days. At that moment, we have no plans to utilize our equity line of credit, but we do have the capability to raise capital utilizing this at-the-market offering and receive the cash proceeds from the transaction to fund our operating activities.

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Table of Contents Cash flow provided by operating activities was $435,814 for the year ended December 31, 2020, compared to $2,130,694 of cash used by operating activities in the year ended December 31, 2019. The increase in cash provided by operating activities was primarily the result of the decrease in accounts receivable of $914,356 and an increase in billings in excess of costs of $1,014,099.

Net cash used in investing activities was $65,351 for the year ended December 31, 2020, compared to $4,276 used in the year ended December 31, 2019. This increase was related to the continued investment in our captive insurance.

Net cash provided by financing activities was $232,761 for the year ended December 31, 2020 compared to $1,917,683 of cash provided by financing activities for the year ended December 31, 2019. The cash flow used by financing activities was utilized to make payments against the line of credit as well as payments against long-term debt. The Company also received proceeds from the PPP loan of $1,496,468.

© Edgar Online, source Glimpses

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