Annual report [Section 13 and 15(d), not S-K Item 405]

Goodwill and Intangible Assets

v3.26.1
Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2025
Goodwill and Intangible Assets [Abstract]  
Goodwill and Intangible Assets NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

The Company reassesses the value of our reporting units and related goodwill balances annually on October 1 and at other times if events have occurred or circumstances exist that indicate the carrying amount of goodwill may not be recoverable.

On July 4, 2025, the President signed H.R. 1, the “One Big Beautiful Bill Act,” or “OBBBA”, into law, which accelerates the phase-outs and terminations of various eligible tax credits enacted as part of the Inflation Reduction Act and places restrictions on continued receipt of tax credits by specified foreign entities and foreign influenced entities. The OBBBA terminates several consumer-facing tax credits, including the Residential Clean Energy Credit (Section 25D) and the Energy Efficient Home

Improvement Credit (Section 25C), effective at the end of 2025. The Section 25D credit previously allowed homeowners to claim a 30% credit for installing rooftop solar panels and related equipment. The OBBBA also has an accelerated phaseout of the Clean Electricity Investment Tax Credit (Section 48E) and the Clean Electricity Production Tax Credit (45Y). In this accelerated phase out, projects must begin construction by July 4, 2026, or be placed in service by December 31, 2027, to qualify for these credits. The Company performed a quantitative assessment related to the recoverability of our goodwill for our two reporting units as a result of the material decline in our forecasted revenues and operating results.

The Company estimated the fair value of the reporting units using an equally weighted combination of an income approach and market approach. Under the income approach, the Company discounted the estimated future cash flows of each reporting unit using a rate of return commensurate with the reporting unit’s risk.  Under the market approach, the Company utilized the Guideline Public Company Method based on market revenue multiples of comparable publicly traded companies. The Company concluded that the fair values of the SUNation NY and HEC reporting units exceeded its carrying value as of September 30, 2025 and October 1, 2025 and no impairment charge was necessary.

As a result of the implications of the OBBBA as noted above, the Company performed an impairment test on the tradenames and trademarks intangible assets associated with both the HEC and SUNation NY reporting units as of September 30, 2025. The Company performed the analysis under ASC 360 and no impairment charge was realized.

At December 31, 2024, we performed an interim quantitative assessment related to the recoverability of our goodwill for our two reporting units as a result of a material decline in our stock price and forecasted revenues and operating results. The Company estimated the fair value of the reporting units using an equally weighted combination of an income approach and market approach. Under the income approach, the Company discounted the estimated future cash flows of each reporting unit using a rate of return commensurate with the reporting unit’s risk.  Under the market approach, the Company utilized the Guideline Public Company Method based on market revenue multiples of comparable publicly traded companies. The Company concluded that the fair value of the HEC reporting unit did not exceed its carrying value as of December 31, 2024 and recorded an impairment loss of $3,101,981 in its consolidated statement of operations.

The changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 by reporting unit are as follows:

HEC

SUNation NY

Total

January 1, 2024

$

9,829,212

$

10,716,638

$

20,545,850

Goodwill impairment loss

(3,101,981)

(3,101,981)

December 31, 2024

$

6,727,231

$

10,716,638

$

17,443,869

December 31, 2025

$

6,727,231

$

10,716,638

$

17,443,869

Gross goodwill

9,829,212

10,716,638

20,545,850

Accumulated impairment loss

(3,101,981)

(3,101,981)

Balance at December 31, 2025

$

6,727,231

$

10,716,638

$

17,443,869

During the year ended December 31, 2024, the Company performed an impairment test for the asset group associated with the developed technology intangible asset. The test included comparing the sum of the estimated undiscounted future cash flow attributable to this asset and its carrying amounts, and recognizing an impairment for the amount to which the carrying amount exceeds the fair value of the asset. The Company recognized an impairment charge of $750,000 on its developed technology intangible asset as the Company determined in the fourth quarter of 2024 as this asset is no longer relevant for the Company’s continued and future operations.
 

The Company’s policy is to remove intangible assets once they are fully amortized. The Company’s identifiable intangible assets with finite lives are being amortized over their estimated useful lives and were as follows:

December 31, 2025

Estimated Useful Life

Gross Carrying Amount

Accumulated Amortization

Impairment Loss

Net

Tradenames & trademarks

8 years

$

17,900,000

$

(7,916,667)

$

$

9,983,333

Developed technology

4 years

2,400,000

(1,650,000)

(750,000)

$

20,300,000

$

(9,566,667)

$

(750,000)

$

9,983,333

December 31, 2024

Estimated Useful Life

Gross Carrying Amount

Accumulated Amortization

Impairment Loss

Net

Tradenames & trademarks

3-8 years

$

17,900,000

$

(5,679,167)

$

$

12,220,833

Developed technology

4 years

2,400,000

(1,650,000)

(750,000)

$

20,300,000

$

(7,329,167)

$

(750,000)

$

12,220,833

Amortization expense on these identifiable intangible assets was $2,237,500 and $2,837,500 in 2025 and 2024, respectively. The weighted average remaining useful life at December 31, 2025 was 4.5 years. The estimated future amortization expense for identifiable intangible assets during the next five fiscal years is as follows:

Year Ending December 31:

2026

$

2,237,500

2027

2,237,500

2028

2,237,500

2029

2,237,500

2030

1,033,333

Total

$

9,983,333