Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

As indicated in the Explanatory Note above, on September 8, 2021, iSun, iSun Residential, Merger Sub and SunCommon entered into the Merger Agreement. The Merger Agreement contains the terms and conditions of the proposed Merger, whereby iSun Residential, a wholly-owned subsidiary of iSun acquired SunCommon in the Merger. Under the Merger Agreement, Merger Sub merged with and into SunCommon, with SunCommon surviving the Merger and becoming a wholly-owned subsidiary of iSun Residential. The Merger became effective on October 1, 2021.

At the completion of the Merger (the “Effective Time”), the shareholders of SunCommon received cash considerations of $25,534,621 and 1,810,855 shares of iSun Common Stock valued at $8.816 per share. The shares of iSun Common Stock issued in connection with the Merger listed on the NASDAQ Capital Market. Immediately following completion of the Merger, former holders of SunCommon Common Stock own approximately 16.62% of the outstanding Common Stock of iSun and pre-Merger holders of iSun Common Stock own approximately 83.38% of the outstanding Common Stock of iSun.

The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of iSun and SunCommon, as an acquisition by iSun of SunCommon using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of SunCommon will be recorded by iSun at their respective fair values as of the date the Merger was completed. Certain reclassifications have been made to the historical financial statements of SunCommon to conform to the presentation in iSun’s financial statements.

The unaudited pro forma condensed combined balance sheet gives effect to the Merger as if the transaction had occurred on June 30, 2021. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 give effect to the Merger as if the transaction had occurred on January 1, 2020.

A final determination of the fair values of SunCommon’ assets and liabilities will be based on the actual net tangible and intangible assets of SunCommon that existed as of the date of completion of the transaction. Consequently, fair value adjustments and amounts preliminarily allocated to goodwill (or to a bargain purchase gain) and identifiable intangibles could change significantly from those allocations used in the unaudited pro forma condensed combined financial statements presented herein and could result in a material change in amortization of acquired intangible assets.

The unaudited pro forma condensed combined financial information included herein is presented for informational purposes only and does not necessarily reflect the financial results of the combined companies had the companies actually been combined at the beginning of the periods presented. The adjustments included in this unaudited pro forma condensed combined financial information are preliminary and may be revised and may not agree to actual amounts recorded by iSun upon consummation of the Merger. This information also does not reflect transaction costs, the benefits of the expected cost savings and expense efficiencies, opportunities to earn additional revenue, potential impacts of current market conditions on revenues or asset dispositions, among other factors, and includes various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the Merger had been consummated on the date or at the beginning of the period indicated or that may be attained in the future.

The unaudited pro forma condensed combined financial information should be read in conjunction with and is qualified in its entirety by reference to the historical consolidated financial statements and related notes thereto of iSun and its subsidiaries, filed with the U.S. Securities and Exchange Commission and the historical consolidated financial statements and related notes thereto of SunCommon and its subsidiaries, which are filed as Exhibit 99.1 to this Current Report on Form 8-K.

PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED)

iSun, Inc.

As of June 30, 2021

(In thousands, except share data)

	Historical
	June 30, 2021		June 30, 2021
	iSun		SunCommon			Pro Forma Adjustments Note B				Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	20,223	$	—		$	(16,085	)	(a)(c)(f)	$	4,138
Accounts receivable, net of allowance		4,057		3,405			—				7,462
Costs and estimated earnings in excess of billings		2,612		1,154			—				3,766
Inventories		1,535		2,143			—				3,678
Prepaid expenses and other current assets		224		551			—				775
Total current assets		28,651		7,253			(16,085	)			19,819
Property and equipment, net		6,145		3,822			—				9,967
Captive insurance investment		233		—			—				233
Intangibles		4,007		—			—				4,007
Investments		7,621		—			—				7,621
Goodwill		—		3,076			32,673		(b)		35,749
Deferred tax asset		—		787			(787	)	(b)		—
		18,006		7,685			31,886				57,577
TOTAL ASSETS	$	46,657	$	14,938		$	15,801			$	77,396
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Accounts payable and accrued liabilities	$	2,444	$	4,210		$	—			$	6,654
Billings in excess of costs		574		1,065			—				1,639
Line of credit		3,518		2,066			(2,066	)	(f)		3,518
Current portion of long-term debt		274		4,592			(3,592	)	(e)(f)		1,274
Total current liabilities		6,810		11,933			(5,658	)			13,085
Other liabilities		47		49			—				96
Deferred tax liability		372		—			—				372
Warrant liability		307		—			—				307
Long-term debt		1,520		831			8,169		(a)		10,520
		2,246		880			8,169				11,295
TOTAL LIABILITIES		9,056		12,813			2,511				24,380
Series A Preferred stock - $0.001 par value, 2,000,000 shares authorized; 825,000 issued and outstanding		—		802			(802	)	(b)		—
Series B Preferred stock - $0.001 par value, 682,045 shares authorized; 660,900 issued and outstanding		—		1,457			(1,457	)	(b)		—
Series C Preferred stock - $0.001 par value, 500,000 shares authorized; 250,678 issued and outstanding		—		1,015			(1,015	)	(b)		—
Common stock - $0.001 par value, 8,000,000 shares authorized; 5,295,297 issued and outstanding		—		5			(5	)	(b)		—
Common stock, $0.0001 par value; 49,000,000 authorized shares; 10,898,722 shares issued and outstanding at June 30, 2021		1		—			—				1
Additional paid-in capital		—		3,260			(3,260	)	(b)		—
Additional paid-in capital		36,803		—			15,965		(g)		52,768
Retained earnings		797		—			(550	)	(c)		247
Accumulated deficit		—		(4,414	)		4,414		(b)		—
Total stockholders’ equity		37,601		2,125			13,290				53,016
Total liabilities and stockholders’ equity	$	46,657	$	14,938		$	15,801			$	77,396

See notes to the unaudited pro forma condensed combined financial information.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)

iSun, Inc.

 

For the Six Months Ended June 30, 2021

(In thousands, except share and per share data)

	Historical
	6 months ended
	June 30, 2021			June 30, 2021			Pro Forma Adjustments Note B				Pro Forma Combined
	iSun			SunCommon
Revenue, net	$	11,614		$	14,920		$	—			$	26,534
Cost of revenue earned		12,130			10,958			—				23,088
Gross profit		(516	)		3,962			—				3,446
Warehouse and other operating expenses		432			—			—				432
Selling, general and administrative expenses		3,120			5,599			—				8,169
Stock based compensation – general & administrative		1,336			—			—				1,336
Total operating expenses		4,888			5,599			—				10,487
Loss from operations		(5,404	)		(1,637	)		—				(7,041	)
Interest expense		(87	)		(120	)		(300	)	(f)		(507	)
Change in warrant liability		817			—			—				817
Loss before income taxes		(4,674	)		(1,757	)		(300	)			(6,731	)
Benefit for income taxes		(237	)		—			—				(237	)
Net income (loss)		(4,437	)		(1,757	)		(300	)			(6,494	)
Preferred stock dividend		(70	)		—			—				(70	)
Net loss available to common stockholders	$	(4,507	)	$	(1,757	)	$	(300	)		$	(6,564	)
Net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.53	)	$	(0.33	)					$	(0.64	)
Weighted-average shares used to compute net loss per share attributable to ordinary shareholders, basic and diluted		8,382,930			5,295,297			(3,484,342	)	(d)		10,193,885

See notes to the unaudited pro forma condensed combined financial information.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)

iSun, Inc.

 

For the Year Ended December 31, 2020

(In thousands, except share and per share data)

	Historical
	12 months ended
	December 31, 2020			December 31, 2020			Pro Forma Adjustments Note B				Pro Forma Combined
	iSun			SunCommon
Revenue, net	$	21,052		$	32,101		$	—			$	53,153
Cost of revenue earned		18,709			22,395							41,104
Gross profit		2,343			9,706							12,049
Warehouse and other operating expenses		684			—			—				684
Selling, general and administrative expenses		3,344			11,115							14,459
Stock based compensation – general & administrative		—			—			—				—
Total operating expenses		4,028			11,115
(Loss) income from operations		(1,685	)		(1,409	)						(3,094	)
Interest expense		(303	)		(160	)		(600	)	(f)		(1,063	)
Gain on forgiveness of PPP loan		1,497			—			—				1,497
Other, net		—			363			—				363
Change in warrant liability		(976	)		—			—				(976	)
(Loss) income before income taxes		(1,467	)		(1,206	)		(600	)			(3,273	)
Benefit for income taxes		(487	)		(80	)		—				(567	)
Net (loss) income		(980	)		(1,126	)		(600	)			(2,706	)
Preferred stock dividend		(276	)		—			—				(276	)
Net (loss) income available to common stockholders	$	(1,256	)	$	(1,126	)	$	(600	)		$	(2,982	)
Net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.24	)	$	(0.21	)					$	(0.38	)
Weighted-average shares used to compute net loss per share attributable to ordinary shareholders, basic and diluted		5,301,471			5,295,297			(3,484,342	)	(d)		7,112,426

See notes to the unaudited pro forma condensed combined financial information.

NOTE A – BASIS OF PRESENTATION

On September 8, 2021, iSun, Inc., a Delaware corporation ( “iSun”), entered into an Agreement and Plan of Merger dated September 8, 2021, by among the iSun, Solar Communities, Inc., a Vermont corporation ( “SunCommon”),  iSun Residential, Inc., a Delaware corporation and wholly-owned subsidiary of iSun (“iSun Residential”)  and iSun Residential Merger Sub, Inc., a Vermont corporation and wholly-owned subsidiary of iSun Residential t (“Merger Sub”) (the “Merger Agreement”). .

The Merger Agreement provides that upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into SunCommon (the “Merger”), with SunCommon as the surviving corporation in the Merger and becoming a wholly-owned subsidiary of iSun Residential (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), the shareholders of SunCommon will receive cash consideration of $25,534,621 and 1,810,855 shares of iSun Common Stock valued at $8.816 per share. The shares of iSun Common Stock to be issued in connection with the Merger will be listed on the NASDAQ Capital Market.

The unaudited pro forma condensed combined financial information of iSun’s financial condition and results of operations, including per share data, are presented after giving effect to the Merger. The pro forma financial information assumes that the Merger with SunCommon was consummated on January 1, 2021 and January 1, 2020, for purposes of unaudited pro forma condensed combined statements of operations and on June 30, 2021, for purposes of the unaudited pro forma condensed combined balance sheet and gives effect to the Merger, for purposes of the unaudited pro forma condensed combined statement of operations, as if it had been effective during the entire period presented.

The Merger will be accounted for using the acquisition method of accounting; accordingly, the difference between the purchase price over the estimated fair value of the assets acquired (including identifiable intangible assets) and liabilities assumed will be recorded as goodwill. Alternatively, if the estimated fair value of the assets acquired (including identifiable intangible assets) and liabilities assumed exceeds the purchase price, the difference will be recorded as a bargain purchase gain.

The pro forma financial information includes estimated adjustments to record the assets and liabilities of SunCommon at their respective fair values and represents management’s estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analysis is performed. The final allocation of the purchase price will be determined after the Merger is completed and after completion of a final analysis to determine the fair values of SunCommon’s tangible, and identifiable intangible, assets and liabilities as of the effective date of the Merger.

NOTE B – PRO FORMA ADJUSTMENTS

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All adjustments are based on current valuations, estimates, and assumptions. Subsequent to the completion of the Merger, iSun will engage an independent third party valuation firm to determine the fair value of the assets acquired and liabilities assumed which could significantly change the amount of the estimated fair values used in pro forma financial information presented.

(a) Estimated cash paid at close, approx. $25.5 million

(b) Elimination of SunCommon’s stockholders’ equity representing conversion of all of SunCommon’s common stock into the merger consideration, see ‘Note C’ for estimated goodwill calculation. Includes elimination of SunCommon’s existing goodwill of $3.1 million and deferred tax assets of $0.8 million.

(c) Accrued legal fees related to the transaction estimated to be $200,000 for iSun and $200,000 for SunCommon. Additional accounting and advisory services related to the due diligence process estimated at $150,000. All costs are non-recurring and assume expenses paid at June 30, 2021.

(d) Weighted average basic and diluted shares outstanding were adjusted to effect the merger of Merger Sub into SunCommon, elimination of SunCommon’s outstanding shares of 5,295,297 and additional of issuance of iSun’s shares of Common Stock of 1,810,955.

(e) Escrow of SunCommon’s PPP loan, not being assumed as part of the Merger.

(f) Prior to the close of the transaction, the Company secured a line of credit of $10 million at 8% annual interest rate due on October 15, 2022, $1 million is considered to be short term with $9 million considered to be long term. The line of credit is not assumed by the Company and paid down to $0 at close. Interest expense of $0.6 million and $0.3 million, net adjustments, have been included in the statement of operations for the year ended December 31, 2020 and for the six months ended June 30, 2021, respectively.

(g) Issuance of 1,810,955 shares of iSun Common Stock at $8,816 per share resulting in Additional Paid-In Capital of $15,965 million.

NOTE C – PRO FORMA ALLOCATION OF PURCHASE PRICE

The following table shows the pro forma allocation of the consideration paid for SunCommon’s common equity to the acquired identifiable assets and liabilities assumed and the pro forma goodwill generated from the transaction (unaudited, dollars in thousands):

Purchase price:
Fair value of iSun’s shares of Common Stock issued (1,810,955 shares), at $8.816 per share			$	15,965
Cash paid				25,535
Total consideration transferred			$	41,500
Fair value of identifiable assets acquired:
Cash and cash equivalents	$	-
Accounts receivable		3,405
Inventory		2,143
Contract assets		1,154
Premises and equipment		3,823
Other current assets		551
Total identifiable assets	$	11,075
Fair value of identifiable liabilities assumed:
Accounts payable and accrued liabilities	$	4,210
Contract liabilities		1,066
Line of credit
Loans payable
Other liabilities		49
Total identifiable liabilities	$	5,324
Net assets acquired including identifiable intangible assets				5,751
Preliminary pro forma goodwill			$	35,749