Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 11, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Sunworks, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 19,762,844 | ||
Entity Public Float | $ 59,300,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,172,631 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 12,040 | $ 414 |
Restricted cash | 37 | 0 |
Accounts receivable | 7,023 | 2,023 |
Inventory | 1,269 | 23 |
Costs in excess of billings | 2,130 | 1,277 |
Other current assets | 220 | 281 |
Total Current Assets | 22,719 | 4,018 |
Property and Equipment, net | 745 | 84 |
Other Assets | ||
Other deposits | 36 | 20 |
Goodwill | 10,864 | 2,599 |
Other intangible assets | 500 | 0 |
Total Other Assets | 11,400 | 2,619 |
Total Assets | 34,864 | 6,721 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 5,033 | 1,971 |
Billings in excess of costs | 1,990 | 892 |
Customer deposits | 394 | 52 |
Loan payable, current portion | 2,028 | 0 |
Derivative liability | 0 | 68 |
Acquisition convertible promissory notes, net of beneficial conversion feature of $1,767 and $234, respectively | 750 | 891 |
Convertible promissory notes, net of debt discount of $0 and $1, respectively | 850 | 887 |
Total Current Liabilities | 11,045 | 4,761 |
Long Term Liabilities | ||
Loan payable | 232 | 0 |
Warranty liability | 45 | 0 |
Total Long Term Liabilities | 277 | 0 |
Total Liabilities | 11,322 | 4,761 |
Shareholders' Equity | ||
Preferred stock, $.001 par value; 5,000,000 authorized shares; 1,506,024 and 0 shares issued and outstanding, respectively | 2 | 0 |
Common stock, $.001 par value; 1,000,000,000 authorized shares; 18,320,535 and 14,016,252 shares issued and outstanding, respectively | 18 | 14 |
Additional paid in capital | 63,285 | 42,765 |
Accumulated Deficit | (39,763) | (40,819) |
Total Shareholders' Equity | 23,542 | 1,960 |
Total Liabilities and Shareholders' Equity | $ 34,864 | $ 6,721 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible promissory notes, beneficial conversion feature (in Dollars) | $ 1,767 | $ 234 |
Convertible promissory notes, discount (in Dollars) | $ 0 | $ 1 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1,506,024 | 0 |
Preferred stock, shares outstanding | 1,506,024 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 18,320,535 | 14,016,252 |
Common stock, shares outstanding | 18,320,535 | 14,016,252 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Sales | $ 53,713 | $ 20,190 |
Cost of Goods Sold | 36,664 | 14,578 |
Gross Profit | 17,049 | 5,612 |
Operating Expenses | ||
Selling and marketing expenses | 5,941 | 1,575 |
General and administrative expenses | 8,633 | 3,602 |
Research and development cost | 53 | 113 |
Depreciation and amortization | 51 | 10 |
Total Operating Expenses | 14,678 | 5,300 |
Income/Loss before Other Income/(Expenses) | 2,371 | 312 |
Other Income/(Expenses) | ||
Interest and other income | 10 | 0 |
Other expense | (3) | (33) |
Loss on settlement of debt | 0 | (187) |
Gain (Loss) on change in fair value of derivative liability | 69 | (20,770) |
Interest expense | (1,391) | (4,194) |
Total Other Income/(Expenses) | (1,315) | (25,184) |
Income (Loss) before Income Taxes | 1,056 | (24,872) |
Income Tax Expense | 0 | 0 |
Net Income (Loss) | $ 1,056 | $ (24,872) |
EARNINGS (LOSS) PER SHARE: | ||
Basic (in Dollars per share) | $ 0.06 | $ (2.15) |
Diluted (in Dollars per share) | $ 0.05 | $ (2.15) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||
Basic (in Shares) | 16,966,921 | 11,589,412 |
Diluted (in Shares) | 23,709,210 | 11,589,412 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Stock Issued for Cashless Conversion of Warrants [Member]Common Stock [Member] | Stock Issued for Cashless Conversion of Warrants [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2013 | $ 0 | $ 8 | $ 12,492 | $ (15,947) | $ (3,447) | ||
Balance (in Shares) at Dec. 31, 2013 | 0 | 8,203,472 | |||||
Issuance of common stock for conversion of promissory notes, plus accrued interest | $ 5 | 12,768 | 12,773 | ||||
Issuance of common stock for conversion of promissory notes, plus accrued interest (in Shares) | 5,192,399 | ||||||
Issuance of common stock for cashless exercise of warrants (in Shares) | 62,217 | 62,217 | 75,049 | ||||
Issuance of common stock for services at fair value | $ 1 | 179 | 180 | ||||
Issuance of common stock for services at fair value (in Shares) | 384,615 | ||||||
Issuance of common stock for services | 122 | 122 | |||||
Issuance of common stock for services (in Shares) | 31,193 | ||||||
Issuance of common stock for commitment fee | 26 | $ 26 | |||||
Issuance of common stock for commitment fee (in Shares) | 67,308 | 81,197 | |||||
Beneficial conversion feature | 1,750 | $ 1,750 | |||||
Fair value of exchanged convertible notes | 15,183 | 15,183 | |||||
Stock compensation cost | 245 | 245 | |||||
Net income loss | (24,872) | (24,872) | |||||
Balance at Dec. 31, 2014 | $ 0 | $ 14 | 42,765 | (40,819) | $ 1,960 | ||
Balance (in Shares) at Dec. 31, 2014 | 0 | 14,016,253 | 14,016,252 | ||||
Issuance of common stock for cash | $ 3 | 11,576 | $ 11,579 | ||||
Issuance of common stock for cash (in Shares) | 3,000,000 | 3,000,000 | |||||
Issuance of common stock for conversion of promissory notes, plus accrued interest | $ 1 | 1,299 | $ 1,300 | ||||
Issuance of common stock for conversion of promissory notes, plus accrued interest (in Shares) | 1,175,517 | ||||||
Issuance of common stock for cashless exercise of warrants | 12 | $ 12 | |||||
Issuance of common stock for cashless exercise of warrants (in Shares) | 3,000 | 3,000 | |||||
Issuance of common stock for cashless exercise of options (in Shares) | 53,649 | ||||||
Contributed capital | 39 | $ 39 | |||||
Issuance of common stock for services at fair value | $ 3 | ||||||
Issuance of common stock for services at fair value (in Shares) | 11,583 | ||||||
Issuance of common stock for services | 239 | $ 239 | |||||
Issuance of common stock for services (in Shares) | 57,529 | 57,529 | |||||
Issuance of common stock for commitment fee | 3 | $ 3 | |||||
Issuance of common stock for commitment fee (in Shares) | 11,583 | ||||||
Beneficial conversion feature | 2,718 | $ 2,718 | |||||
Rounding shares due to reverse split (in Shares) | 3,004 | 3,004 | |||||
Issuance of preferred stock for Plan B acquisition | $ 2 | 4,498 | $ 4,500 | ||||
Issuance of preferred stock for Plan B acquisition (in Shares) | 1,506,024 | ||||||
Stock compensation cost | 136 | 136 | |||||
Net income loss | 1,056 | 1,056 | |||||
Balance at Dec. 31, 2015 | $ 2 | $ 18 | $ 63,285 | $ (39,763) | $ 23,542 | ||
Balance (in Shares) at Dec. 31, 2015 | 1,506,024 | 18,320,535 | 18,320,535 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 1,056 | $ (24,872) |
Adjustments to reconcile net loss to net cash (used) in operating activities | ||
Depreciation and amortization | 51 | 10 |
Stock based compensation | 136 | 425 |
Common stock issued for services | 239 | 76 |
(Gain) Loss on change in derivative liability | (69) | 20,770 |
Amortization of debt discount | 1,186 | 4,014 |
Loss on settlement of debt | 0 | 187 |
Impairment of patents | 0 | 23 |
Common stock issued for commitment fees | 3 | 26 |
(Increase) Decrease in: | ||
Accounts receivable | (1,228) | (1,457) |
Inventory | (690) | (23) |
Other current assets | 76 | (271) |
Cost in excess of billings | (28) | (1,137) |
Other receivable | 0 | 39 |
Other asset | (37) | (13) |
Accounts payable and accrued liabilities | 368 | 990 |
Billings in excess of cost | (197) | 666 |
Other liabilities | 387 | 138 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 1,253 | (409) |
NET CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Net cash paid for acquisitions, | (2,814) | (572) |
Purchase of property and equipment | (224) | (80) |
NET CASH USED IN INVESTING ACTIVITIES | (3,038) | (652) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans payable net of payments | 1,780 | 0 |
Proceeds from convertible promissory notes | 0 | 1,465 |
Proceeds from conversion of warrants | 13 | 0 |
Capital contribution | 39 | 0 |
Proceeds from issuance of common stock, net of cost | 11,579 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 13,411 | 1,465 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 11,626 | 404 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 414 | 10 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 12,040 | 414 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Convertible promissory notes and Preferred Shares issued for acquisitions | 7,150 | 1,750 |
Fair value of exchanged convertible notes | 0 | 15,184 |
Issuance of common stock upon a cashless exercise of stock options | 0 | 1 |
Stock Issued for Conversion of Debt [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Non-Cash Transaction, Stock Issued | 1,300 | 12,773 |
Stock Issued for Cashless Conversion of Warrants [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Non-Cash Transaction, Stock Issued | $ 0 | $ 1 |
1. ORGANIZATION AND LINE OF BUS
1. ORGANIZATION AND LINE OF BUSINESS | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. ORGANIZATION AND LINE OF BUSINESS Organization Sunworks, Inc. (the "Company") was incorporated in the state of Delaware on January 30, 2002. The Company, based in Santa Barbara, California, began operations on January 30, 2002. We were originally formed in January 2002 as MachineTalker, Inc. in order to pursue the development of new wireless process control technology. In September 2010, we shifted our engineering and research focus to developing a new means for generating solar-produced electrical power, which we plan to patent and perfect for use in the manufacture of highly efficient solar cells. In July 2010, we changed our company name to Solar3D, Inc. and in March 2016, we changed our company name to Sunworks, Inc. in order to better reflect our new business plan. Line of Business Through the acquisitions of Sunworks United, Inc. (d/b/a Sunworks United), MD Energy, LLC, and Elite Solar Acquisition, Inc. the Company provides solar photovoltaic installation and consulting services to residential, commercial, and agricultural properties. The work is performed under fixed price bid contracts, cost-plus contracts and negotiated price contracts. The Company performed all of its work in California during 2014 and opened an office in Reno, Nevada in 2015. We are also developing and marketing a new three-dimensional version of solar cell technology in order to maximize the conversion of sunlight into electricity. We have applied for patent protection on what we believe to be a breakthrough design for the next generation in solar cell technology with increased efficiency and resulting in a lower cost per watt of electricity produced. To commercialize this technology, we plan to work with a manufacturing partner that has the capability to assist with the remaining steps (prototyping and volume runs to verify and prove improvement in conversion efficiency). |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of Sunworks, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Sunworks, Inc., and its wholly owned operating subsidiaries, Sunworks United, Inc. (d/b/a Sunworks United), MD Energy, Inc., and Elite Solar Acquisition Sub, Inc. All material intercompany transactions have been eliminated upon consolidation of these entities. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, debt beneficial conversion features, valuations of non-cash capital stock issuances 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. Revenue Recognition Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (“ASC 605-35”). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. The Asset, “Costs in excess of billings”, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, “Billings in excess of costs”, represents billings in excess of revenues recognized on contracts in progress. At December 31, 2015 and December 31, 2014, the costs in excess of billings balance were $2,130 and $1,277, and the billings in excess of costs balance were $1,990 and $892, respectively. Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $218 and $0 were included in the balance of trade accounts receivable as of December 31, 2015 and December 31, 2014, respectively. Contract Receivable The Company performs ongoing credit evaluation of its customers. Management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information, and records bad debts using the direct write-off method. Generally accepted accounting principles require the allowance method be used to reflect bad debts, however, the effect of the use of the direct write-off method is not materially different from the results that would have been obtained had the allowance method been followed. Accounts receivable are presented net of an allowance for doubtful accounts of $0 at December 31, 2015, and 2014. Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when it's put into service and are depreciated using the straight line method over its estimated useful lives: Machinery & equipment 5 Years Furniture & fixtures 5-7 Years Computer equipment 3-5 Years Vehicles 5-7 Years Leaseholder improvements 7-15 Years Depreciation expenses as of December 31, 2015 and 2014 was $51 and $10, respectively. Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2015, the cash balance in excess of the FDIC limits was $10,879. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. Inventory Inventory is valued at the lower of cost or market and is determined by the first-in, first-out method. Inventory primarily consists of panels and other materials. Advertising and Marketing The Company expenses advertising and marketing costs as incurred. Advertising and marketing costs include printed material, direct mail, radio, telemarketing, tradeshow costs, magazine and catalog advertisement. Advertising and marketing costs for the years ended December 31, 2015 and 2014 were $2,915 and $637, respectively. Research and Development Costs Research and development costs are expensed as incurred. These costs consist primarily of consulting fees, salaries and direct payroll related costs. The costs for the years ended December 31, 2015 and 2014 were $53 and $113, respectively. Fair Value of Financial Instruments Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2015 and 2014, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities. We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2015 and 2014: The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Beginning balance as of January 1, 2014 $ 2,822 Fair value of derivative liabilities issued 1,465 Conversion of notes payable (24,989 ) Loss on change in derivative liability 20,770 Ending balance as of December 31, 2014 $ 68 Fair value of derivative liabilities issued - Conversion of notes payable (76 ) Loss on change in derivative liability 8 Ending balance as of December 31, 2015 $ - We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion features within certain convertible promissory notes was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The derivative liability is adjusted periodically according to the stock price fluctuations. At the time of conversion, any remaining derivative liability will be charged to additional paid-in capital. For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. During the year ended December 31, 2015 and 2014, the significant assumptions used in the Black Scholes valuation of the derivative are as follows: 2015 2014 Stock Price on valuation dates $ 5.00 $ 1.66 - $2.60 Conversion price for the debt $ 0.52 $ 0.34 - $1.30 Dividend yield 0.00 % 0.00 % Years to maturity - 6 months - 1 year Risk free rate 0.05 % .03% - .13 % Expected volatility 142.25 % 54.43% - 256.72 % Warranty Liability The Company establishes warranty liability reserves to provide for estimated future expenses as a result of installation and product defects, product recalls and litigation incidental to the Company’s business. Liability estimates are determined based on management’s judgment, considering such factors as historical experience, the likely current cost of corrective action, manufacturers’ and subcontractors’ participation in sharing the cost of corrective action, consultations with third party experts such as engineers, and discussions with the Company’s general counsel and outside counsel retained to handle specific product liability cases. Solar panel manufacturers currently provide substantial warranties between ten to twenty-five years with full reimbursement to replace and install replacement panels while inverter manufacturers currently provide warranties covering ten to fifteen year replacement and installation. Warranty costs and associated liabilities for the years ended December 31, 2015 and 2014 were $45 and $0, respectively. Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. As of December 31, 2014, potentially dilutive securities have been excluded from the computations of weighted average shares outstanding including 957,266 stock options, 700,000 restricted stock grants and shares underlying convertible notes. Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. The following schedule reconciles the denominators of the Company’s calculation for basic and diluted net income per share: Twelve months ended December 31, 2015 Shares used in basic per share computation 16,966,921 Effect of dilutive common stock options outstanding 599,677 Effect of dilutive conversion options 4,636,588 Effect of dilutive conversion of Series B Preferred Stock 1,506,024 Shares used in diluted per share computation 23,709,210 Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2015 and 2014, and determined there was no impairment of indefinite lived intangibles and goodwill. Business Combinations We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Income Taxes The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. Segment Reporting 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 for financial reporting purposes, which represents the Company's core business. Recently Issued Accounting Pronouncements On June 19, 2014, the Company adopted the amendment to (Topic 718) Stock Compensation Accounting for Share-Based Payments In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). This ASU provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry specific guidance. The standard’s core principle is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers" (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to fiscal years beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The Board received feedback that having different balance sheet presentation requirements for debt issuance costs and debt discount and premium creates unnecessary complexity. Recognizing debt issuance costs as a deferred charge (that is, an asset) also is different from the guidance in International Financial Reporting Standards (IFRS), which requires that transaction costs be deducted from the carrying value of the financial liability and not recorded as separate assets. Additionally, the requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, Elements of Financial Statements, which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. Concepts Statement 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. The Company is currently evaluating the effects of adopting this ASU, if it is deemed to be applicable. Management reviewed currently issued pronouncements during the twelve months ended December 31, 2015, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
3. BUSINESS ACQUISITION
3. BUSINESS ACQUISITION | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 3. BUSINESS ACQUISITION Solar United Network, Inc. (Sunworks United) On January 31, 2014, the Company acquired 100% of the issued and outstanding stock of Solar United Network, Inc. (Sunworks United) for cash in the amount of $1,062 and by issuance of convertible promissory notes in the principal amount of $1,750. The acquisition was accounted for under ASC 805. Sunworks United provides solar photovoltaic installation and consulting services to residential, commercial and agricultural properties. The acquisition is designed to enhance our services for solar technology. Sunworks United became a wholly-owned subsidiary of the Company. Under the purchase method of accounting, the transactions were valued for accounting purposes at $2,812, which was the fair value of Sunworks United at time of acquisition. The assets and liabilities of Sunworks United were recorded at their respective fair values as of the date of acquisition. Since the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: Closing cash payment $ 1,062 Convertible promissory notes 1,750 Total purchase price $ 2,812 Tangible assets acquired $ 1,253 Liabilities assumed (1,040 ) Net tangible assets 213 Goodwill 2,599 Total purchase price $ 2,812 Key factors that make up the goodwill created by the transaction include knowledge and experience of the acquired workforce and infrastructure. MD Energy, LLC (MD Energy) On March 2, 2015, the Company acquired 100% of the tangible and intangible assets of MD Energy, LLC (MD Energy), for cash in the amount of $850, a convertible promissory note in the principal amount of $2,650, and payment of working capital surplus in the amount of $437. The acquisition was accounted for under ASC 805. MD Energy designs, arranges financing, monitors and maintains solar systems, but outsources the physical construction of the systems. The acquisition is designed to enhance our services for solar technology. MD Energy is now a wholly-owned subsidiary of the Company. Under the purchase method of accounting, the transactions were valued for accounting purposes at $3,937, which was the fair value of the Company at time of acquisition. Since the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: Closing cash payment $ 850 Working capital surplus 437 Convertible promissory notes 2,650 Total purchase price $ 3,937 Tangible assets acquired $ 1,442 Liabilities assumed (799 ) Net tangible assets 643 Goodwill 3,294 Total purchase price $ 3,937 Plan B Enterprises, Inc. (Plan B) On August 6, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger”) with Plan B Enterprises, Inc., a California corporation and d/b/a Elite Solar, Universal Racking Solutions (collectively, “Plan B”), Kirk R. Short (the “Plan B Shareholder”) and Elite Solar Acquisition Sub, Inc., a wholly owned subsidiary of the Company (“Acquisition Sub”) whereby Plan B was merged with and into Acquisition Sub, with Acquisition Sub surviving as the Surviving Corporation. Plan B is engaged in the business of designing and installing photovoltaic systems for residential, commercial, agricultural and municipal customers. On December 1, 2015, the Company acquired 100% of the issued and outstanding stock of Plan B for cash in the amount of $2,500 and by issuance of 1,506,024 shares of convertible preferred stock in the principal amount of $4,500. The acquisition was accounted for under ASC 805. Plan B provides solar photovoltaic installation and consulting services to residential, commercial and agricultural properties. The acquisition is designed to enhance our services for solar technology. Plan B was merged into Acquisition Sub that is now a wholly-owned subsidiary of the Company. Under the purchase method of accounting, the transactions were valued for accounting purposes at $7,000, which was the fair value of Plan B at time of acquisition. The assets and liabilities of Plan B were recorded at their respective fair values as of the date of acquisition. Since the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: Closing cash payment $ 2,500 Preferred share value / Series B 4,500 Total purchase price 7,000 Tangible assets acquired 5203 Liabilities assumed (3,674 ) Net tangible assets 1,529 Goodwill 4,971 Other intangible assets 500 Total purchase price $ 7,000 The above estimated fair value of the intangible assets of MDE and Plan B is based on a preliminary purchase price allocation prepared by management. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, we record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined. Pro forma results The following tables set forth the unaudited pro forma results of the Company as if the acquisition of Sunworks United, MDE and Plan B had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. Year ended, December 31, 2015 Year ended, December 31, 2014 Total revenues $ 66,981 $ 36,017 Net Income (loss) 1,858 (23,472 ) Basic and diluted net income (loss) per common share $ 0.10 $ (2.02 ) |
4. PROPERTY AND EQUIPMENT, NET
4. PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 4. PROPERTY AND EQUIPMENT, NET Property and equipment is summarized as follows at December 31, 2015 and 2014: 2015 2014 Leasehold improvements $ 48 $ 20 Vehicles 221 26 Office equipment & furniture 552 41 Computers and software 65 80 886 167 Less accumulated depreciation (141 ) (83 ) $ 745 $ 84 Depreciation expense for the years ended December 31, 2015 and 2014 was $51 and $10, respectively. |
5. ACCOUNTS PAYABLE AND ACCRUED
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at December 31, 2015 and 2014 are as follows: 2015 2014 Trade payables $ 4,273 $ 1,500 Accrued payroll and commissions 295 295 Accrued expenses 465 176 Total $ 5,033 $ 1,971 |
6. LOANS PAYABLE
6. LOANS PAYABLE | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Long-term Debt [Text Block] | 6. LOANS PAYABLE Plan B, a subsidiary of the Company, established a line of credit prior to the acquisition on March 10, 2014, with Tri Counties Bank to borrow up to $200 maturing on March 10, 2015. The maturity date was subsequently extended to March 10, 2016. The minimum monthly payment is dependent upon the outstanding balance due. This was a variable rate revolving line of credit with a minimum interest rate of 4.75%. The outstanding balance at December 31, 2015 is $137. Subsequent to year-end the outstanding balance was paid in full before the maturity date. Plan B, a subsidiary of the Company, entered into a business loan agreement prior to the acquisition with Tri Counties Bank dated March 14, 2014, in the original amount of $130, bearing interest at 4.95%. The loan agreement called for monthly payments of $2 and was scheduled to mature on March 14, 2019. Proceeds from the loan were used to purchase a pile driver and related equipment and is secured by the equipment. The outstanding balance at December 31, 2015, is $88. Plan B, a subsidiary of the Company, entered into a Business loan agreement prior to the acquisition with Tri Counties Bank dated April 9, 2014, in the original amount of $250, bearing interest at 4.95%. The loan agreement calls for monthly payments of $5 and is scheduled to mature on April 9, 2019. Proceeds from the loan were used to purchase racking inventory and related equipment. The loan is secured by the inventory and equipment. The outstanding balance at December 31, 2015, is $173. MDE, a subsidiary of the Company, entered into notes payable in October 2014, secured by transportation equipment, requiring combined On December 31, 2015, the Company entered into a $2.5 million Credit Facility with JPMorgan Chase Bank, N.A. Availability under the Credit Facility is a Line of Credit with a Letter of Credit Sublimit up to $2.5 million. Upon execution the Company accessed $1.8 million that was repaid in full on January 5, 2016. The Note matures on November 30, 2017, but may be cancelled at any time by the Company. Loans are secured by a security interest in the Company’s account held with the Lender. Interest on any unpaid balance accrues at the Prime Rate; provided that, on any given day, shall not be less than the Adjusted One Month LIBOR rate. Until the maturity date, the Company shall pay monthly interest only. The Credit Facility provides for the payment of certain fees, including fees applicable to each standby letter of credit and standard transaction fees with respect to any transactions occurring on account of any letter of credit. Subject to customary carve-outs, the Credit Agreement contains customary negative covenants and restrictions for agreements of this type on actions by the Company including, without limitation, restrictions on indebtedness, liens, investments, loans, consolidation, mergers, dissolution, asset dispositions outside the ordinary course of business, change in business and restriction on use of proceeds. In addition, the Credit Agreement requires compliance by the Company of covenants including, but not limited to, furnishing the lender with certain financial reports. The Credit Agreement contains customary events of default, including, without limitation, non-payment of principal or interest, violation of covenants, inaccuracy of representations in any material respect and cross defaults with certain other indebtedness and agreements. As of December 31, 2015 and December 31, 2014, loans payable are summarized as follows: 2015 2014 Business line dated March 10, 2014 $ 137 $ - Business loan agreement dated March 14, 2014 88 - Business loan agreement dated April 9, 2014 174 - Equipment notes payable 61 Line of credit 1,800 - Subtotal 2,260 - Less: Current position (2,028 ) - Long-term position $ 232 $ - |
7. ACQUISITION CONVERTIBLE PROM
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 7. ACQUISITION CONVERTIBLE PROMISSORY NOTE On January 31, 2014, the Company entered into a securities purchase agreement providing for the sale of four 4% convertible promissory notes in the aggregate principal amount of $1,750 as part of the consideration paid to acquire 100% of the issued and outstanding stock of Sunworks United. The notes are convertible at any time after issuance into shares of fully paid and non-assessable shares of common stock. The conversion price is $0.52 per share until March 30, 2015, which has been amended to extend to March 31, 2016, and thereafter the conversion price will be the greater of $0.52 or 50% of the average closing price of the common stock during the ten (10) consecutive trading days following the submission of the conversion notice. The Notes are five (5) year notes and bear interest at the rate of 4% per annum. As amended on June 30, 2015, the Company will make quarterly payments of principal and interest payable over a three-year period commencing March 31, 2016. In February and March 2014, $625 of the notes was converted into 1,201,923 shares of common stock, leaving a remaining balance of $1,125 as of December 31, 2014. During the twelve months ended December 31, 2015, the Company issued 721,154 shares of common stock upon conversion of principal in the amount of $375. The principal balance remaining as of December 31, 2015 is $750. The Company recorded amortization of the beneficial conversion feature as interest expense in the amount of $234 during the twelve months ended December 31, 2015. Subsequent to year-end in March 2016, the notes were fully converted to 1,442,308 shares of common stock. On February 28, 2015, the Company entered into a securities purchase agreement providing for the sale of a 4% convertible promissory note in the aggregate principal amount of $2,650 as part of the consideration paid to acquire 100% of the total outstanding stock of MD Energy. The note is convertible into shares of common stock on or after each of the following dates: November 30, 2015, November 30, 2016 and November 30, 2017. The conversion price shall be $2.60 per share. A beneficial conversion feature of $2,650 was calculated and capped at the value of the note based on effective conversion price of $3.20. In November 2015, the Company issued 339,743 shares of common stock upon conversion of the principal amount of $883. Commencing on March 31, 2015, and on the last day of each quarter thereafter during the first two (2) years of the note, the Company will make quarterly interest only payments to the shareholder for interest accrued on the Note during the quarter. Commencing with the quarter ending on June 30, 2017, the Company will make quarterly payments of interest accrued on the Note during the prior quarter plus $221, with the final payment of all outstanding principal and accrued but unpaid interest on the Note due and payable on February 28, 2020 (the maturity date). The Company recorded amortization of the beneficial conversion feature as interest expense in the amount of $952 during the twelve months ended December 31, 2015. The debt discount will be amortized over the life of the Convertible Note, or until such time that the Convertible Notes are converted, in full or in part, into shares of common stock of the Company with any unamortized debt discount continuing to be amortized in the event of any partial conversion thereof and any unamortized debt discount being expensed at such time of full conversion thereof. We evaluated the foregoing financing transactions in accordance with ASC Topic 470, Debt with Conversion and Other Options |
8. CONVERTIBLE PROMISSORY NOTES
8. CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 8. CONVERTIBLE PROMISSORY NOTES Convertible promissory note at December 31, 2015 and 2014 are as follows: 2015 2014 Convertible promissory notes payable $ 850 $ 888 Less, debt discount - (1 ) Convertible promissory notes payable, net $ 850 $ 887 On March 1, 2013, the Company entered into a securities purchase agreement providing for the sale of a 5% convertible promissory note in the aggregate principal amount of $8, for consideration of $8. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.52 per share or the lowest closing price after the effective date. The note matured on March 31, 2015. As of December 31, 2015, the Company had issued 16,987 shares of common stock for principal in the amount of $8, plus accrued interest of $1. On January 29, 2014, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $100. Upon execution of the note, the Company received an initial advance of $90. On December 4, 2014, the Company issued 192,543 shares of common stock upon conversion of $60 in principal, plus interest of $5. As of December 31, 2014, the remaining balance is $30. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.338 per share, or fifty percent (50%) of the lowest trading price after the effective date. The Company issued 97,633 shares of common stock upon conversion of principal in the amount of $30, plus accrued interest of $3 during the twelve months ended December 31, 2015 On January 31, 2014, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $500, for consideration of $500. The proceeds were restricted and were used for the purchase of Solar United Network, Inc. During the year ended December 31, 2014, the Company issued 1,567,606 shares of common stock upon conversion of $500 in principal, plus $30 in accrued interest. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $500 during the year ended December 31, 2014. On January 31, 2014, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $750, for consideration of $750. The proceeds were restricted and were used for the purchase of Solar United Network, Inc. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. As of September 30, 2014, the note was exchanged for a new note with a fix price of $0.338, and convertible into shares of common stock. Per ASC 815, the derivative liability on the note was extinguished and the new note was re-valued per ASC 470 as a beneficial conversion feature, which was expensed in the statement of operations during the prior year. The note matured on October 28, 2014, with an extension of three months. The note matured on January 31, 2015, and was extended to June 30, 2016, and in March 2016 was subsequently extended to June 30, 2019 with zero interest. The Company recorded interest expense in the amount of $75 and $69, during the twelve months ended December 31, 2015 and 2014, respectively. On February 11, 2014, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $100. Upon execution of the note, the Company received an initial advance of $20. In February and March, the Company received additional advances in an aggregate amount of $80 for an aggregate total of $100. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. As of September 30, 2014, the note was exchanged for a new note with a fixed price of $0.338, and convertible into shares of common stock. Per ASC 815, the derivative liability on the note was extinguished and the new note was re-valued per ASC 470 as a beneficial conversion feature. The note matured on various dates from the effective date of each advance with respect to each advance. At the sole discretion of the lender, the lender was able to modify the maturity date to be twelve (12) months from the effective date of each advance. The note matured on various dates in 2014, and was extended to June 30, 2016, and in March 2016 was subsequently extended to June 30, 2019 with zero interest. The Company recorded interest expense in the amount of $10 and $8, during the twelve months ended December 31, 2015 and 2014, respectively. At the time of issuance, the Company evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The notes had no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The derivative liability was adjusted periodically according to the stock price fluctuations. |
9. CAPITAL STOCK
9. CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 9. CAPITAL STOCK Reverse Stock Split On February 25, 2015, the Company effected a 26:1 reverse stock split on its issued and outstanding shares of common stock. All share and per share dollar amounts have been retrospectively revised to reflect the twenty six-for-one (26:1) reverse stock split. Preferred Stock On November 25, 2015, the Company established a new series of the authorized preferred stock designated as Series B Preferred Stock, $0.001 par value per share, and which will consist of 1,700,000 shares. The Certificate of Designation was filed with the Secretary of State of the State of Delaware. Pursuant to the Certificate of Designation and subject to the rights of any other series of preferred stock to be established by the Board of Director, holders of Series B Preferred Stock (the “Holders”) will have liquidation preference over the holders of the Company’s Common Stock in any distribution upon winding up, dissolution, or liquidation. Holders will also be entitled to receive dividends, if, when and as declared by the Board of Director, which dividends shall be payable in preference and priority to any payment of any dividend to holders of Common Stock. Holders will be entitled to convert each share of Series B Preferred Stock into one (1) share of Common Stock, and will also entitled to vote together with the holders Common Stock on all matters submitted to shareholders at a rate of one (1) vote for each share of Series B Preferred Stock. In addition, so long as at least 100,000 shares of Series B Preferred Stock are outstanding, the Company may not, without the consent of the Holders of at least a majority of the shares of Series B Preferred Stock then outstanding: (i) amend, alter or repeal any provision of the Certificate of Incorporation or bylaws of the Company or the Certificate of Designation so as to adversely affect any of the rights, preferences, privileges, limitations or restrictions provided for the benefit of the Holders or (ii) issue or sell, or obligate itself to issue or sell, any additional shares of Series B Preferred Stock, or any securities that are convertible into or exchangeable for shares of Series B Preferred Stock. 1,506,024 shares of Series B Preferred stock, at a fair value of $4,500, were issued in December 2015 in connection with the acquisition of Plan B. See Note 3. Twelve months ended December 31, 2015 During the year ended December 31, 2015, the Company issued 3,000,000 shares of common stock at $4.15 per share in an underwritten offering. The net proceeds to the Company were $11,579. During the year ended December 31, 2015, the Company issued 1,175,517 shares of common stock conversion of principal for convertible promissory notes in the amount of $1,300. During the year ended December 31, 2015, the Company issued 57,529 shares of restricted common stock valued at $239 for services. During the year ended December 31, 2015, the Company issued 11,583 shares of common stock valued at $3 in conversion of restricted common stock for commitment fees. During the year ended December 31, 2015, the Company issued 3,000 shares of common stock valued at $12 in exercise of common stock warrants. During the year ended December 31, 2015, the Company issued 53,649 shares of common stock for the cashless exercise of options. During the year ended December 31, 2015, the Company received $39 in contributed capital which was the disgorged profits related to Company stock transactions by an officer within a 180 day period. During the year ended December 31, 2015, the Company issued 3,004 shares of common stock for rounding associated with the 26:1 reverse split. Twelve months ended December 31, 2014 During the year ended December 31, 2014, the Company issued 5,192,399 shares of common stock at prices per share ranging from $0.338 to $2.60 for conversion of principal for convertible promissory notes in the amount of $1,921, plus accrued interest payable of $95, and recognized a loss on change in derivative of $10,757. During the year ended December 31, 2014, the Company issued 62,217 shares of common stock at fair value for a cashless exercise of 76,923 common stock purchase warrants. During the year ended December 31, 2014, the Company issued 75,049 shares of common stock for the cashless exercise of 81,197 stock options. During the year ended December 31, 2014, the Company issued 384,615 shares of common stock valued at $180 in conversion of restricted common stock for services. During the year ended December 31, 2014, the Company issued 28,846 shares of common stock valued at $112 for settlement of accrued expenses for services in the amount of $47. During the year ended December 31, 2014, the Company issued 2,347 shares of common stock for services in the amount of $10. During the year ended December 31, 2014, the Company issued 67,308 shares of common stock with a fair value of $26 for a price adjustment for the shares issued to investors. |
10. STOCK OPTIONS, RESTRICTED S
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS Options As of December 31, 2015, the Company has 899,574 non-qualified stock options outstanding to purchase 899,574 shares of common stock, per the terms set forth in the option agreements. The stock options vest at various times, and are exercisable for a period of seven years from the date of grant at exercise prices ranging from $0.26 to $4.42 per share, the market value of the Company’s common stock on the date of each grant. The Company determined the fair market value of these options by using the Black Scholes option valuation model. A summary of the Company’s stock option activity and related information follows: December 31, 2015 December 31, 2014 Weighted Weighted Number average Number average of exercise of exercise Options price Options price Outstanding, beginning January 1, 2015 957,266 $ 2.20 961,539 $ 1.04 Granted - - 76,924 4.42 Exercised (53,649 ) 0.26 (81,197 ) 0.69 Expired (4,043 ) 0.26 - - Outstanding, end of December 31, 2015 899,574 1.30 957,266 2.20 Exercisable at the end of December 31, 2015 822,650 1.13 808,761 1.09 Weighted average fair value of options granted during period - 4.42 The following summarizes the options to purchase shares of the Company’s common stock which were outstanding at December 31, 2015: Weighted Average Remaining Exercisable Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 1.300 576,923 576,923 1.59 $ 0.260 192,308 192,308 3.01 $ 0.468 53,419 29,914 4.73 $ 4.420 76,923 23,505 5.96 899,574 822,650 Aggregate intrinsic value of options outstanding and exercisable at December 31, 2015 and 2014 was $2,042 and $3,437, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $3.70 and $4.60 as of December 31, 2015 and 2014, respectively, and the exercise price multiplied by the number of options outstanding. Restricted Stock CEO During the year ended December 31, 2013, the Company entered into a restricted stock grant agreement (“or RSGA”) with its Chief Executive Officer, James B. Nelson, intended to provide and incentivize Mr. Nelson to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGA are performance-based shares. The RSGA provides for the issuance of up to 769,230 shares of the Company’s common stock to Mr. Nelson provided certain milestones are met in certain stages. As of September 30, 2014, two of the stages were met, when the Company’s market capitalization exceeded $10,000, and the consolidated gross revenue, calculated in accordance with GAAP, equaled or exceeded $10,000 for the trailing twelve-month period. The Company issued 384,615 shares of common stock to Mr. Nelson, which was exercised through a cashless exercise at fair value of $786 during the year ended December 31, 2014. If the Company’s consolidated net profit, calculated in accordance to GAAP, equals or exceeds $2,000 for a trailing twelve month period, the Company will issue an additional 384,615 shares of the Company’s common stock to Mr. Nelson. We have not recognized any cost associated with the second milestone due to not being able to estimate the probability of it being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. Restricted Shares to Shareholders During the year ended December 31, 2014, the Company entered into a RSGA with the Shareholders of Sunworks United (Sunworks United Shareholders), intended to provide incentive to the recipients to ensure economic performance of the Company. All shares issuable under the RSGA are performance based shares and none have yet vested nor have been issued. The RSGA’s provide for the issuance of up to 276,923 shares of the Company’s common stock in the aggregate to the Sunworks United Shareholders provided certain milestones are met in certain stages as follows: a) If the Company’s aggregate net income from operations, for any trailing four (4) quarters equals or exceeds $2,000, the Company will issue 92,308 shares of common stock in the aggregate; b) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeds $3,000, the Company will issued 92,308 shares of common stock in the aggregate; c) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeds $4,000, the Company will issue 92,307 in the aggregate. Based on the probability that the first milestone will be achieved during the year 2015 the Company recognized $100 in stock compensation expense. We have not recognized any cost associated with the last two milestones as we are not yet able to estimate the probability of such milestones being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. Restricted Shares to Employees During the year ended December 31, 2014, the Company entered into a RSGA with the employees of Sunworks United, intended to provide incentive to the recipients to ensure certain economic performance of the Company. All shares issuable under the RSGA are performance based shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 38,462 shares of the Company’s common stock provided certain milestones are met in certain stages as follows: a) If the Company’s aggregate net income from operations, for any trailing four (4) quarters equals or exceeds $2,000, the Company will issue 12,821 shares of common stock; b) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeds $3,000, the Company will issued 12,821 shares of common stock; c) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeds $4,000, the Company will issue 12,820. Based on the probability that the Company will reach the $2,000 in aggregate income for the four (4) trailing quarters, the Company recognized $33 in stock compensation expense. We have not recognized any cost associated with the last two milestones as we are not yet able to estimate the probability of such milestones being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. Restricted Shares to CFO On February 1, 2015, the Company entered into a RSGA with the Chief Financial Officer (“CFO) of Sunworks United, intended to provide incentive to the CFO to ensure certain economic performance of the Company. All shares issuable under the RSGA are performance-based shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 115,385 shares of the Company’s common stock provided certain milestones are met in certain stages as follows: a) If the Company’s aggregate net income from operations, for any trailing four (4) quarters equals or exceeds $2,000, the Company will issue 38,462 shares of common stock; b) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeds $3,000, the Company will issued 38,462 shares of common stock; c) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeds $4,000, the Company will issue 38,461. We have not recognized any cost associated as we are not yet able to estimate the probability of such milestones being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. The total stock-based compensation expense recognized in the statement of operations during the twelve months ended December 31, 2015 and 2014 was $136 and $107, respectively. Warrants During the twelve months ended December 31, 2015, we issued 3,000,000 common stock purchase warrants. The warrants were issued as part of the units sold by the Company in a public offering in March 2015. The warrants are exercisable at a price of $4.15 per share. As of December 31, 2015, the Company had 2,997,000 common stock purchase warrants outstanding. F-19 A summary of the Company’s warrant activity and related information follows: December 31, 2015 December 31, 2014 Weighted Weighted Number average Number average of exercise of exercise Warrants price Warrants price Outstanding, beginning of period 0 115,385 $ 0.91 Granted 3,000,000 4.15 - - Exercised 3,000 4.15 (76,923 ) 0.39 Expired (38,462 ) 1.95 Outstanding, end of period 2,997,000 $ 4.15 - $ - Exercisable at the end of period 2,997,000 $ 4.15 - $ - Weighted average fair value of options granted during the period $ 4.15 $ 0.00 |
11. INCOME TAXES
11. INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 11. INCOME TAXES The Company files income tax returns in the U.S. federal jurisdiction and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2012. Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain. Included in the balances at December 31, 2015 and 2014, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2015 and 2014, the Company did not recognize interest and penalties. The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the year ended December 31, 2015 and 2014 due to the following: 2015 2014 Net income (loss) $ 415 $ (9,973 ) Depreciation and amortization 301 (112 ) Stock Compensation Expense 53 168 (Gain) Loss on Derivative (27 ) 8,225 Amortization of Debt Discount 466 1,590 Gain/Loss on Settlement of Debt - 74 Research and development costs - 4 Acquisition change in tax method - (63 ) Other - 5 Valuation Allowance (1,208 ) 82 Income tax expense $ - $ - Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. 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. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. At December 31, 2015, the Company had net operating loss carry-forwards of approximately $3.4 million that may be offset against future taxable income through 2033. No tax benefit has been reported in the December 2015 financial statements, since the potential tax benefit is offset by a valuation allowance of the same amount. Net deferred tax liabilities consist of the following components as of December 31, 2015 and 2014: 2015 2014 Deferred tax assets: NOL carryover $ 1,347 $ 2,754 R&D carryover 167 167 Other 30 21 Deferred tax liabilities: Amortization (196 ) - Depreciation (180 ) (112 ) 1,168 2,830 Less valuation allowance (1,168 ) (2,830 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years. |
12. COMMITMENTS AND CONTINGENCI
12. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 12. COMMITMENTS AND CONTINGENCIES Sunworks United leases 19,140 square feet of mixed used space consisting of office and warehouse facilities in Roseville, California, at a monthly lease rate of $10. The lease expires in September 2019. Sunworks United leases 2,340 square feet of mixed used space consisting of office and warehouse facilities in Reno, Nevada at monthly lease rate of $2. The lease expired in January 2016 and new mixed use space of 7,000 square feet was leased at a monthly lease rate of $4 and the lease expires in January 2019. Sunworks United leases 2,846 square feet of retail space consisting in Rocklin, California, at a monthly lease rate of $9. The lease expires in May 2021. Sunworks United leases 5,304 square feet of office space in Rocklin, California, at a monthly lease rate of $6. The lease expires in April 2019. MD Energy leases approximately 6,400 square feet of mixed used space consisting of office and warehouse facilities in Rancho Cucamonga, California, at a monthly lease rate of $4. The lease expires in April 2016. Elite Solar leases 15,600 square feet of mixed used space consisting of office and warehouse facilities from an entity controlled by the former sole shareholder of Plan B Enterprises, Inc. and current Series B Preferred Shareholder of the Company in Durham, California, at a monthly lease rate of $8. The lease expires in December 2019. Sunworks United leases various vehicles to perform installations and other purposes on 36-month terms with lease payments less than $1 monthly. At December 31, 2015, commitments for minimum property rental and vehicle payments were as follows: For the twelve months ended: 2016 $ 458,527 2017 503,104 2018 532,454 2019 351,635 2020 and thereafter 367,350 Total $ 2,213,070 |
13. MAJOR CUSTOMER_SUPPLIER
13. MAJOR CUSTOMER/SUPPLIER | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 13. MAJOR CUSTOMER/SUPPLIERS For the years ended December 31, 2015 and 2014 we had no customers that represented more than 10% of sales. For the years ended December 31, 2015 and 2014 the following suppliers represented more than 10% of direct material costs: 2015 2014 Wesco Distribution 6.9 % 14.2 % SunPower 22.9 % 10.1 % Canadian Solar 10.7 % 0 % |
14. RELATED PARTY TRANSACTIONS
14. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 14. RELATED PARTY TRANSACTIONS In October 2015, the Company entered into a consulting agreement with John Van Slooten, a Board member. The consulting services include, but are not be limited to, consulting on and assisting with sourcing, assessing, modeling, due diligence and documentation with respect to potential acquisition candidates for the Company. The agreement is subject to the provisions for termination with the term of the Agreement commencing on October 1, 2015, and shall continue until September 30, 2018. The Company agreed to pay Mr. Van Slooten, $33 upon signing and $9 per month plus out-of-pocket expenses. The Company may, in its discretion and at its option terminate this Agreement at any time. |
15. SUBSEQUENT EVENTS
15. SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 15. SUBSEQUENT EVENTS On March 1, 2016, Solar3D, Inc. changed its name to Sunworks, Inc. with simultaneous NASDAQ stock symbol change from SLTD to SUNW. During March 2016, all of the convertible note holders from the Sunworks United acquisition converted their remaining $750 aggregate convertible notes into 1,442,309 shares of Common Stock. On March 1, 2016, one of the Company’s outstanding convertible notes in the principal amount of $100 plus accrued interest of $20 and a maturity date of June 30, 2016, was amended to provide that the note will become interest free and the maturity date extended to June 30, 2019. On March 1, 2016, one of the Company’s outstanding convertible notes in the principal amount of $750 plus accrued interest of $155 and a maturity date of June 30, 2016, was amended to provide that the note will become interest free and the maturity date extended to June 30, 2019. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Sunworks, Inc., and its wholly owned operating subsidiaries, Sunworks United, Inc. (d/b/a Sunworks United), MD Energy, Inc., and Elite Solar Acquisition Sub, Inc. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, debt beneficial conversion features, valuations of non-cash capital stock issuances 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. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (“ASC 605-35”). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. The Asset, “Costs in excess of billings”, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, “Billings in excess of costs”, represents billings in excess of revenues recognized on contracts in progress. At December 31, 2015 and December 31, 2014, the costs in excess of billings balance were $2,130 and $1,277, and the billings in excess of costs balance were $1,990 and $892, respectively. Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $218 and $0 were included in the balance of trade accounts receivable as of December 31, 2015 and December 31, 2014, respectively. |
Receivables, Policy [Policy Text Block] | Contract Receivable The Company performs ongoing credit evaluation of its customers. Management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information, and records bad debts using the direct write-off method. Generally accepted accounting principles require the allowance method be used to reflect bad debts, however, the effect of the use of the direct write-off method is not materially different from the results that would have been obtained had the allowance method been followed. Accounts receivable are presented net of an allowance for doubtful accounts of $0 at December 31, 2015, and 2014. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when it's put into service and are depreciated using the straight line method over its estimated useful lives: Machinery & equipment 5 Years Furniture & fixtures 5-7 Years Computer equipment 3-5 Years Vehicles 5-7 Years Leaseholder improvements 7-15 Years Depreciation expenses as of December 31, 2015 and 2014 was $51 and $10, respectively. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2015, the cash balance in excess of the FDIC limits was $10,879. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. |
Inventory, Policy [Policy Text Block] | Inventory Inventory is valued at the lower of cost or market and is determined by the first-in, first-out method. Inventory primarily consists of panels and other materials. |
Advertising Costs, Policy [Policy Text Block] | Advertising and Marketing The Company expenses advertising and marketing costs as incurred. Advertising and marketing costs include printed material, direct mail, radio, telemarketing, tradeshow costs, magazine and catalog advertisement. Advertising and marketing costs for the years ended December 31, 2015 and 2014 were $2,915 and $637, respectively. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development costs are expensed as incurred. These costs consist primarily of consulting fees, salaries and direct payroll related costs. The costs for the years ended December 31, 2015 and 2014 were $53 and $113, respectively. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2015 and 2014, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities. We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2015 and 2014: The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Beginning balance as of January 1, 2014 $ 2,822 Fair value of derivative liabilities issued 1,465 Conversion of notes payable (24,989 ) Loss on change in derivative liability 20,770 Ending balance as of December 31, 2014 $ 68 Fair value of derivative liabilities issued - Conversion of notes payable (76 ) Loss on change in derivative liability 8 Ending balance as of December 31, 2015 $ - We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion features within certain convertible promissory notes was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The derivative liability is adjusted periodically according to the stock price fluctuations. At the time of conversion, any remaining derivative liability will be charged to additional paid-in capital. For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. During the year ended December 31, 2015 and 2014, the significant assumptions used in the Black Scholes valuation of the derivative are as follows: 2015 2014 Stock Price on valuation dates $ 5.00 $ 1.66 - $2.60 Conversion price for the debt $ 0.52 $ 0.34 - $1.30 Dividend yield 0.00 % 0.00 % Years to maturity - 6 months - 1 year Risk free rate 0.05 % .03% - .13 % Expected volatility 142.25 % 54.43% - 256.72 % |
Standard Product Warranty, Policy [Policy Text Block] | Warranty Liability The Company establishes warranty liability reserves to provide for estimated future expenses as a result of installation and product defects, product recalls and litigation incidental to the Company’s business. Liability estimates are determined based on management’s judgment, considering such factors as historical experience, the likely current cost of corrective action, manufacturers’ and subcontractors’ participation in sharing the cost of corrective action, consultations with third party experts such as engineers, and discussions with the Company’s general counsel and outside counsel retained to handle specific product liability cases. Solar panel manufacturers currently provide substantial warranties between ten to twenty-five years with full reimbursement to replace and install replacement panels while inverter manufacturers currently provide warranties covering ten to fifteen year replacement and installation. Warranty costs and associated liabilities for the years ended December 31, 2015 and 2014 were $45 and $0, respectively. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. As of December 31, 2014, potentially dilutive securities have been excluded from the computations of weighted average shares outstanding including 957,266 stock options, 700,000 restricted stock grants and shares underlying convertible notes. Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. The following schedule reconciles the denominators of the Company’s calculation for basic and diluted net income per share: Twelve months ended December 31, 2015 Shares used in basic per share computation 16,966,921 Effect of dilutive common stock options outstanding 599,677 Effect of dilutive conversion options 4,636,588 Effect of dilutive conversion of Series B Preferred Stock 1,506,024 Shares used in diluted per share computation 23,709,210 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2015 and 2014, and determined there was no impairment of indefinite lived intangibles and goodwill. |
Business Combinations Policy [Policy Text Block] | Business Combinations We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting 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 for financial reporting purposes, which represents the Company's core business. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements On June 19, 2014, the Company adopted the amendment to (Topic 718) Stock Compensation Accounting for Share-Based Payments In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). This ASU provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry specific guidance. The standard’s core principle is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers" (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to fiscal years beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The Board received feedback that having different balance sheet presentation requirements for debt issuance costs and debt discount and premium creates unnecessary complexity. Recognizing debt issuance costs as a deferred charge (that is, an asset) also is different from the guidance in International Financial Reporting Standards (IFRS), which requires that transaction costs be deducted from the carrying value of the financial liability and not recorded as separate assets. Additionally, the requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, Elements of Financial Statements, which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. Concepts Statement 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. The Company is currently evaluating the effects of adopting this ASU, if it is deemed to be applicable. Management reviewed currently issued pronouncements during the twelve months ended December 31, 2015, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
2. SUMMARY OF SIGNIFICANT ACC23
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Beginning balance as of January 1, 2014 $ 2,822 Fair value of derivative liabilities issued 1,465 Conversion of notes payable (24,989 ) Loss on change in derivative liability 20,770 Ending balance as of December 31, 2014 $ 68 Fair value of derivative liabilities issued - Conversion of notes payable (76 ) Loss on change in derivative liability 8 Ending balance as of December 31, 2015 $ - |
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Table Text Block] | For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. During the year ended December 31, 2015 and 2014, the significant assumptions used in the Black Scholes valuation of the derivative are as follows: 2015 2014 Stock Price on valuation dates $ 5.00 $ 1.66 - $2.60 Conversion price for the debt $ 0.52 $ 0.34 - $1.30 Dividend yield 0.00 % 0.00 % Years to maturity - 6 months - 1 year Risk free rate 0.05 % .03% - .13 % Expected volatility 142.25 % 54.43% - 256.72 % |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following schedule reconciles the denominators of the Company’s calculation for basic and diluted net income per share: Twelve months ended December 31, 2015 Shares used in basic per share computation 16,966,921 Effect of dilutive common stock options outstanding 599,677 Effect of dilutive conversion options 4,636,588 Effect of dilutive conversion of Series B Preferred Stock 1,506,024 Shares used in diluted per share computation 23,709,210 |
Property and Equipment, Estimated Useful Lives [Member] | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment are stated at cost. Depreciation for property and equipment commences when it's put into service and are depreciated using the straight line method over its estimated useful lives: Machinery & equipment 5 Years Furniture & fixtures 5-7 Years Computer equipment 3-5 Years Vehicles 5-7 Years Leaseholder improvements 7-15 Years |
3. BUSINESS ACQUISITION (Tables
3. BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
3. BUSINESS ACQUISITION (Tables) [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The following tables set forth the unaudited pro forma results of the Company as if the acquisition of Sunworks United, MDE and Plan B had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. Year ended, December 31, 2015 Year ended, December 31, 2014 Total revenues $ 66,981 $ 36,017 Net Income (loss) 1,858 (23,472 ) Basic and diluted net income (loss) per common share $ 0.10 $ (2.02 ) |
Solar United Network, Inc. [Member] | |
3. BUSINESS ACQUISITION (Tables) [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The acquisition date estimated fair value of the consideration transferred consisted of the following: Closing cash payment $ 1,062 Convertible promissory notes 1,750 Total purchase price $ 2,812 Tangible assets acquired $ 1,253 Liabilities assumed (1,040 ) Net tangible assets 213 Goodwill 2,599 Total purchase price $ 2,812 |
MD Energy, LLC [Member] | |
3. BUSINESS ACQUISITION (Tables) [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The acquisition date estimated fair value of the consideration transferred consisted of the following: Closing cash payment $ 850 Working capital surplus 437 Convertible promissory notes 2,650 Total purchase price $ 3,937 Tangible assets acquired $ 1,442 Liabilities assumed (799 ) Net tangible assets 643 Goodwill 3,294 Total purchase price $ 3,937 |
Plan B Enterprises, Inc. [Member] | |
3. BUSINESS ACQUISITION (Tables) [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The acquisition date estimated fair value of the consideration transferred consisted of the following: Closing cash payment $ 2,500 Preferred share value / Series B 4,500 Total purchase price 7,000 Tangible assets acquired 5203 Liabilities assumed (3,674 ) Net tangible assets 1,529 Goodwill 4,971 Other intangible assets 500 Total purchase price $ 7,000 |
4. PROPERTY AND EQUIPMENT, NET
4. PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Member] | |
4. PROPERTY AND EQUIPMENT, NET (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment is summarized as follows at December 31, 2015 and 2014: 2015 2014 Leasehold improvements $ 48 $ 20 Vehicles 221 26 Office equipment & furniture 552 41 Computers and software 65 80 886 167 Less accumulated depreciation (141 ) (83 ) $ 745 $ 84 |
5. ACCOUNTS PAYABLE AND ACCRU26
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities at December 31, 2015 and 2014 are as follows: 2015 2014 Trade payables $ 4,273 $ 1,500 Accrued payroll and commissions 295 295 Accrued expenses 465 176 Total $ 5,033 $ 1,971 |
6. LOANS PAYABLE (Tables)
6. LOANS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | As of December 31, 2015 and December 31, 2014, loans payable are summarized as follows: 2015 2014 Business line dated March 10, 2014 $ 137 $ - Business loan agreement dated March 14, 2014 88 - Business loan agreement dated April 9, 2014 174 - Equipment notes payable 61 Line of credit 1,800 - Subtotal 2,260 - Less: Current position (2,028 ) - Long-term position $ 232 $ - |
8. CONVERTIBLE PROMISSORY NOT28
8. CONVERTIBLE PROMISSORY NOTES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Debt [Table Text Block] | Convertible promissory note at December 31, 2015 and 2014 are as follows: 2015 2014 Convertible promissory notes payable $ 850 $ 888 Less, debt discount - (1 ) Convertible promissory notes payable, net $ 850 $ 887 |
10. STOCK OPTIONS, RESTRICTED29
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company’s stock option activity and related information follows: December 31, 2015 December 31, 2014 Weighted Weighted Number average Number average of exercise of exercise Options price Options price Outstanding, beginning January 1, 2015 957,266 $ 2.20 961,539 $ 1.04 Granted - - 76,924 4.42 Exercised (53,649 ) 0.26 (81,197 ) 0.69 Expired (4,043 ) 0.26 - - Outstanding, end of December 31, 2015 899,574 1.30 957,266 2.20 Exercisable at the end of December 31, 2015 822,650 1.13 808,761 1.09 Weighted average fair value of options granted during period - 4.42 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following summarizes the options to purchase shares of the Company’s common stock which were outstanding at December 31, 2015: Weighted Average Remaining Exercisable Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 1.300 576,923 576,923 1.59 $ 0.260 192,308 192,308 3.01 $ 0.468 53,419 29,914 4.73 $ 4.420 76,923 23,505 5.96 899,574 822,650 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the Company’s warrant activity and related information follows: December 31, 2015 December 31, 2014 Weighted Weighted Number average Number average of exercise of exercise Warrants price Warrants price Outstanding, beginning of period 0 115,385 $ 0.91 Granted 3,000,000 4.15 - - Exercised 3,000 4.15 (76,923 ) 0.39 Expired (38,462 ) 1.95 Outstanding, end of period 2,997,000 $ 4.15 - $ - Exercisable at the end of period 2,997,000 $ 4.15 - $ - Weighted average fair value of options granted during the period $ 4.15 $ 0.00 |
11. INCOME TAXES (Tables)
11. INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the year ended December 31, 2015 and 2014 due to the following: 2015 2014 Net income (loss) $ 415 $ (9,973 ) Depreciation and amortization 301 (112 ) Stock Compensation Expense 53 168 (Gain) Loss on Derivative (27 ) 8,225 Amortization of Debt Discount 466 1,590 Gain/Loss on Settlement of Debt - 74 Research and development costs - 4 Acquisition change in tax method - (63 ) Other - 5 Valuation Allowance (1,208 ) 82 Income tax expense $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Net deferred tax liabilities consist of the following components as of December 31, 2015 and 2014: 2015 2014 Deferred tax assets: NOL carryover $ 1,347 $ 2,754 R&D carryover 167 167 Other 30 21 Deferred tax liabilities: Amortization (196 ) - Depreciation (180 ) (112 ) 1,168 2,830 Less valuation allowance (1,168 ) (2,830 ) Net deferred tax asset $ - $ - |
12. COMMITMENTS AND CONTINGEN31
12. COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | At December 31, 2015, commitments for minimum property rental and vehicle payments were as follows: For the twelve months ended: 2016 $ 458,527 2017 503,104 2018 532,454 2019 351,635 2020 and thereafter 367,350 Total $ 2,213,070 |
13. MAJOR CUSTOMER_SUPPLIER (Ta
13. MAJOR CUSTOMER/SUPPLIER (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | For the years ended December 31, 2015 and 2014 the following suppliers represented more than 10% of direct material costs: 2015 2014 Wesco Distribution 6.9 % 14.2 % SunPower 22.9 % 10.1 % Canadian Solar 10.7 % 0 % |
2. SUMMARY OF SIGNIFICANT ACC33
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Costs in Excess of Billings, Current | $ 2,130 | $ 1,277 |
Billings in Excess of Cost, Current | 1,990 | 892 |
Other Receivables, Net, Current | 218 | 0 |
Allowance for Doubtful Accounts Receivable | 0 | 0 |
Depreciation | 51 | 10 |
Cash, Uninsured Amount | 10,879 | |
Advertising Expense | 2,915 | 637 |
Research and Development Expense | $ 53 | 113 |
Standard Product Warranty Description | Solar panel manufacturers currently provide substantial warranties between ten to twenty-five years with full reimbursement to replace and install replacement panels while inverter manufacturers currently provide warranties covering ten to fifteen year replacement and installation. | |
Product Warranty Accrual, Current | $ 45 | $ 0 |
Number of Reportable Segments | 1 | |
Equity Option [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 957,266 | |
Restricted Stock [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 700,000 | |
Minimum [Member] | Solar Panels [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Standard Product Warranty, Term | 10 years | |
Minimum [Member] | Inverter [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Standard Product Warranty, Term | 10 years | |
Maximum [Member] | Solar Panels [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Standard Product Warranty, Term | 25 years | |
Maximum [Member] | Inverter [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Standard Product Warranty, Term | 15 years |
2. SUMMARY OF SIGNIFICANT A
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Property, Plant and Equipment, Estimated Useful Lives (Under Review) | 12 Months Ended |
Dec. 31, 2015 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Minimum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Minimum [Member] | Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Minimum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Maximum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Maximum [Member] | Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Maximum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 15 years |
2. SUMMARY OF SIGNIFICANT35
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | $ 68 | $ 2,822 |
Fair value of derivative liabilities issued | 0 | 1,465 |
Conversion of notes payable | (76) | (24,989) |
Loss on change in derivative liability | 8 | 20,770 |
Balance | $ 0 | $ 68 |
2. SUMMARY OF SIGNIFICANT36
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques - Debt [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Stock Price on valuation dates (in Dollars per share) | $ 5 | |
Conversion price for the debt (in Dollars per share) | $ 0.52 | |
Dividend yield | 0.00% | 0.00% |
Years to maturity | 0 years | |
Risk free rate | 0.05% | |
Expected volatility | 142.25% | |
Minimum [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Stock Price on valuation dates (in Dollars per share) | $ 1.66 | |
Conversion price for the debt (in Dollars per share) | $ 0.34 | |
Years to maturity | 6 years | |
Risk free rate | 3.00% | |
Expected volatility | 54.43% | |
Maximum [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Stock Price on valuation dates (in Dollars per share) | $ 2.60 | |
Conversion price for the debt (in Dollars per share) | $ 1.30 | |
Years to maturity | 1 year | |
Risk free rate | 13.00% | |
Expected volatility | 256.72% |
2. SUMMARY OF SIGNIFICANT37
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Earnings Per Share, Basic and Diluted - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Earnings Per Share, Basic and Diluted [Abstract] | ||
Shares used in basic per share computation | 16,966,921 | 11,589,412 |
Effect of dilutive common stock options outstanding | 599,677 | |
Effect of dilutive conversion options | 4,636,588 | |
Effect of dilutive conversion of Series B Preferred Stock | 1,506,024 | |
Shares used in diluted per share computation | 23,709,210 | 11,589,412 |
3. BUSINESS ACQUISITION (Detail
3. BUSINESS ACQUISITION (Details) - USD ($) $ in Thousands | Dec. 01, 2015 | Aug. 06, 2015 | Mar. 02, 2015 | Jan. 31, 2014 | Feb. 28, 2015 |
Solar United Network, Inc. [Member] | |||||
3. BUSINESS ACQUISITION (Details) [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||
Payments to Acquire Businesses, Gross | $ 1,062 | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | 1,750 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 2,812 | ||||
Business Combination, Consideration Transferred | $ 2,812 | ||||
MD Energy, LLC [Member] | |||||
3. BUSINESS ACQUISITION (Details) [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | |||
Payments to Acquire Businesses, Gross | $ 850 | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | 2,650 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 3,937 | ||||
Business Combination, Consideration Transferred, Other | 437 | ||||
Business Combination, Consideration Transferred | $ 3,937 | ||||
Plan B [Member] | |||||
3. BUSINESS ACQUISITION (Details) [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||
Payments to Acquire Businesses, Gross | $ 2,500 | ||||
Business Combination, Contingent Consideration Arrangements, Description | On August 6, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger”) with Plan B Enterprises, Inc., a California corporation and d/b/a Elite Solar, Universal Racking Solutions (collectively, “Plan B”), Kirk R. Short (the “Plan B Shareholder”) and Elite Solar Acquisition Sub, Inc., a wholly owned subsidiary of the Company (“Acquisition Sub”) whereby Plan B was merged with and into Acquisition Sub, with Acquisition Sub surviving as the Surviving Corporation. | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 4,500 | ||||
Business Combination, Consideration Transferred | $ 7,000 | ||||
Plan B [Member] | Convertible Preferred Stock [Member] | |||||
3. BUSINESS ACQUISITION (Details) [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 1,506,024 |
3. BUSINESS ACQUISITION (D
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisitions, by Acquisition - USD ($) $ in Thousands | Jan. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 10,864 | $ 2,599 | |
Solar United Network, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Closing cash payment | $ 1,062 | ||
Convertible promissory notes | 1,750 | ||
Total purchase price | 2,812 | ||
Tangible assets acquired | 1,253 | ||
Liabilities assumed | (1,040) | ||
Net tangible assets | 213 | ||
Goodwill | 2,599 | ||
Total purchase price | $ 2,812 |
3. BUSINESS ACQUISITION 40
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisitions, by Acquisition - USD ($) $ in Thousands | Mar. 02, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 10,864 | $ 2,599 | |
MD Energy, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Closing cash payment | $ 850 | ||
Working capital surplus | 437 | ||
Convertible promissory notes | 2,650 | ||
Total purchase price | 3,937 | ||
Tangible assets acquired | 1,442 | ||
Liabilities assumed | (799) | ||
Net tangible assets | 643 | ||
Goodwill | 3,294 | ||
Total purchase price | $ 3,937 |
3. BUSINESS ACQUISITION 41
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisitions, by Acquisition - USD ($) $ in Thousands | Dec. 01, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 10,864 | $ 2,599 | |
Plan B Enterprises, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Closing cash payment | $ 2,500 | ||
Preferred share value / Series B | 4,500 | ||
Total purchase price | 7,000 | ||
Tangible assets acquired | 5,203 | ||
Liabilities assumed | (3,674) | ||
Net tangible assets | 1,529 | ||
Goodwill | 4,971 | ||
Other intangible assets | 500 | ||
Total purchase price | $ 7,000 |
3. BUSINESS ACQUISITION 42
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisition, Pro Forma Information, Statement of Income - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisition, Pro Forma Information, Statement of Income [Line Items] | ||
Total revenues | $ 53,713 | $ 20,190 |
Net Income (loss) | 1,056 | (24,872) |
Solar United Network, Inc. [Member] | ||
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisition, Pro Forma Information, Statement of Income [Line Items] | ||
Total revenues | 66,981 | 36,017 |
Net Income (loss) | $ 1,858 | $ (23,472) |
Basic and diluted net income (loss) per common share (in Dollars per share) | $ 0.10 | $ (2.02) |
4. PROPERTY AND EQUIPMENT, NE43
4. PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 51 | $ 10 |
4. PROPERTY AND EQUIPMENT,
4. PROPERTY AND EQUIPMENT, NET (Details) - Schedule of Property, Plant and Equipment - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 886 | $ 167 |
Less accumulated depreciation | (141) | (83) |
745 | 84 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 48 | 20 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 221 | 26 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 552 | 41 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 65 | $ 80 |
5. ACCOUNTS PAYABLE AND ACC
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade payables | $ 4,273 | $ 1,500 |
Accrued payroll and commissions | 295 | 295 |
Accrued expenses | 465 | 176 |
Total | $ 5,033 | $ 1,971 |
6. LOANS PAYABLE (Details)
6. LOANS PAYABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Apr. 09, 2014 | Mar. 14, 2014 | Mar. 10, 2014 | Oct. 31, 2014 | Dec. 31, 2014 |
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Loans Payable, Current | $ 2,028 | $ 0 | ||||
Notes Payable to Banks [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 250 | $ 130 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.95% | 4.95% | ||||
Debt Instrument, Periodic Payment | $ 5 | $ 2 | ||||
Debt Instrument, Maturity Date | Apr. 9, 2019 | Mar. 14, 2019 | ||||
Debt Instrument, Collateral | The loan is secured by the inventory and equipment | secured by the equipment | ||||
Notes Payable, Other Payables [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Debt Instrument, Periodic Payment | $ 1 | |||||
Debt Instrument, Collateral | secured by transportation equipment | |||||
Loans Payable, Current | 61 | |||||
Debt Instrument, Maturity Date, Description | other | |||||
Line of Credit [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,500 | |||||
Line of Credit Facility, Expiration Date | Nov. 30, 2017 | |||||
Proceeds from Lines of Credit | $ 1,800 | |||||
Line of Credit Facility, Collateral | Loans are secured by a security interest in the Company’s account held with the Lender | |||||
Line of Credit [Member] | Letter of Credit [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,500 | |||||
Line of Credit, March 14, 2014 [Member] | Line of Credit [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200 | |||||
Line of Credit Facility, Expiration Date | Mar. 10, 2016 | |||||
Line of Credit, Current | 137 | |||||
Note Dated March 14, 2014 [Member] | Notes Payable to Banks [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Loans Payable, Current | 88 | |||||
Note Dated April 9, 2014 [Member] | Notes Payable to Banks [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Loans Payable, Current | $ 173 | |||||
Minimum [Member] | Line of Credit, March 14, 2014 [Member] | Line of Credit [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Short-term Debt, Percentage Bearing Variable Interest Rate | 4.75% |
6. LOANS PAYABLE (Details) -
6. LOANS PAYABLE (Details) - Schedule of Long-term Debt Instruments - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Subtotal | $ 2,260 | $ 0 |
Less: Current position | (2,028) | 0 |
Long-term position | 232 | 0 |
Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Loan | 61 | 0 |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit | 1,800 | 0 |
Line of Credit, March 14, 2014 [Member] | Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit | 137 | 0 |
Note Dated March 14, 2014 [Member] | Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
Loan | 88 | 0 |
Note Dated April 9, 2014 [Member] | Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
Loan | $ 174 | $ 0 |
6. LOANS PAYABLE (Details) 48
6. LOANS PAYABLE (Details) - Schedule of Long-term Debt Instruments (Parentheticals) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Line of Credit, March 14, 2014 [Member] | Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Loan dated | Mar. 10, 2014 | Mar. 10, 2014 |
Note Dated March 14, 2014 [Member] | Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
Loan dated | Mar. 14, 2014 | Mar. 14, 2014 |
Note Dated April 9, 2014 [Member] | Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
Loan dated | Apr. 9, 2014 | Apr. 9, 2014 |
7. ACQUISITION CONVERTIBLE PR49
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 10, 2016 | Mar. 01, 2016 | Jun. 30, 2015 | Feb. 28, 2015 | Jan. 31, 2014 | Nov. 30, 2015 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 02, 2015 |
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | $ 1,300 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,175,517 | |||||||||
Convertible Notes Payable | $ 850 | $ 888 | ||||||||
Amortization of Debt Discount (Premium) | 1,186 | $ 4,014 | ||||||||
Subsequent Event [Member] | ||||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | $ 750 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,442,309 | |||||||||
Convertible Debt [Member] | ||||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 5,192,399 | |||||||||
Solar United Network, Inc. [Member] | ||||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||
Solar United Network, Inc. [Member] | Convertible Debt [Member] | ||||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 1,750 | |||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The conversion price is $0.52 per share until March 30, 2015, which has been amended to extend to March 31, 2016, and thereafter the conversion price will be the greater of $0.52 or 50% of the average closing price of the common stock during the ten (10) consecutive trading days following the submission of the conversion notice. | |||||||||
Debt Instrument, Term | 5 years | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||||||||
Debt Instrument, Payment Terms | the Company will make quarterly payments of principal and interest payable over a three-year period commencing March 31, 2016 | |||||||||
Debt Conversion, Original Debt, Amount | $ 625 | $ 375 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,201,923 | 721,154 | ||||||||
Convertible Notes Payable | $ 750 | $ 1,125 | ||||||||
Amortization of Debt Discount (Premium) | 234 | |||||||||
Solar United Network, Inc. [Member] | Convertible Debt [Member] | Subsequent Event [Member] | ||||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,442,308 | |||||||||
MD Energy, LLC [Member] | ||||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | ||||||||
MD Energy, LLC [Member] | Convertible Debt [Member] | ||||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 2,650 | |||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note is convertible into shares of common stock on or after each of the following dates: November 30, 2015, November 30, 2016 and November 30, 2017. The conversion price shall be $2.60 per share. | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||||||||
Debt Instrument, Payment Terms | Commencing on March 31, 2015, and on the last day of each quarter thereafter during the first two (2) years of the note, the Company will make quarterly interest only payments to the shareholder for interest accrued on the Note during the quarter. Commencing with the quarter ending on June 30, 2017, the Company will make quarterly payments of interest accrued on the Note during the prior quarter plus $221, with the final payment of all outstanding principal and accrued but unpaid interest on the Note due and payable on February 28, 2020 (the maturity date). | |||||||||
Debt Conversion, Original Debt, Amount | $ 883 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 339,743 | |||||||||
Amortization of Debt Discount (Premium) | $ 952 | |||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 2.60 | |||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 2,650 | |||||||||
Debt Instrument, Maturity Date | Feb. 28, 2020 | |||||||||
Maximum [Member] | Convertible Debt [Member] | ||||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 2.60 | |||||||||
Maximum [Member] | MD Energy, LLC [Member] | Convertible Debt [Member] | ||||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 3.20 |
8. CONVERTIBLE PROMISSORY NOT50
8. CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 01, 2016 | Dec. 04, 2014 | Mar. 01, 2014 | Feb. 11, 2014 | Jan. 31, 2014 | Jan. 29, 2014 | Mar. 01, 2013 | Mar. 10, 2016 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Proceeds from Convertible Debt | $ 0 | $ 1,465 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,175,517 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 1,300 | |||||||||||
Convertible Notes Payable | 850 | 888 | ||||||||||
Amortization of Debt Discount (Premium) | $ 1,186 | 4,014 | ||||||||||
Subsequent Event [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,442,309 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 750 | |||||||||||
Debt Issued on March 1, 2013 [Member] | Convertible Notes Payable [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||
Debt Instrument, Face Amount | $ 8 | |||||||||||
Proceeds from Convertible Debt | $ 8 | |||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.52 per share or the lowest closing price after the effective date. | |||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2015 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 16,987 | |||||||||||
Debt Issued on May 30, 2013 [Member] | Convertible Notes Payable [Member] | Principal [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 8 | |||||||||||
Debt Issued on May 30, 2013 [Member] | Convertible Notes Payable [Member] | Interest [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 1 | |||||||||||
Debt Issued on January 29, 2014 [Member] | Convertible Notes Payable [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Proceeds from Convertible Debt | $ 90 | |||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.338 per share, or fifty percent (50%) of the lowest trading price after the effective date. | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 192,543 | 97,633 | ||||||||||
Convertible Notes Payable | $ 30 | |||||||||||
Debt Issued on January 29, 2014 [Member] | Convertible Notes Payable [Member] | Principal [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 60 | $ 30 | ||||||||||
Debt Issued on January 29, 2014 [Member] | Convertible Notes Payable [Member] | Interest [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 5 | 3 | ||||||||||
Debt Issued on January 31, 2014 [Member] | Convertible Notes Payable [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Debt Instrument, Face Amount | $ 500 | |||||||||||
Proceeds from Convertible Debt | $ 500 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,567,606 | |||||||||||
Amortization of Debt Discount (Premium) | $ 500 | |||||||||||
Debt Issued on January 31, 2014 [Member] | Convertible Notes Payable [Member] | Principal [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | 500 | |||||||||||
Debt Issued on January 31, 2014 [Member] | Convertible Notes Payable [Member] | Interest [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | 30 | |||||||||||
Debt Issued on January 31, 2014 [Member] | Convertible Notes Payable [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Debt Instrument, Face Amount | $ 750 | |||||||||||
Proceeds from Convertible Debt | $ 750 | |||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. | |||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.338 | |||||||||||
Debt Instrument, Maturity Date, Description | The note matured on October 28, 2014, with an extension of three months. The note matured on January 31, 2015, and was extended to June 30, 2016, and in March 2016 was subsequently extended to June 30, 2019 with zero interest. | |||||||||||
Interest Expense, Debt | 75 | 69 | ||||||||||
Debt Issued on January 31, 2014 [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2019 | |||||||||||
Debt Issued on February 11, 2014 [Member] | Convertible Notes Payable [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Debt Instrument, Face Amount | $ 100 | |||||||||||
Proceeds from Convertible Debt | $ 20 | $ 80 | 100 | |||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. | |||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.338 | |||||||||||
Debt Instrument, Maturity Date, Description | At the sole discretion of the lender, the lender was able to modify the maturity date to be twelve (12) months from the effective date of each advance. The note matured on various dates in 2014, and was extended to June 30, 2016, and in March 2016 was subsequently extended to June 30, 2019 with zero interest. | |||||||||||
Interest Expense, Debt | $ 10 | $ 8 | ||||||||||
Debt Issued on February 11, 2014 [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2019 | |||||||||||
Maximum [Member] | Debt Issued on January 29, 2014 [Member] | Convertible Notes Payable [Member] | ||||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 100 |
8. CONVERTIBLE PROMISSORY N
8. CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Convertible Debt - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Convertible Debt [Abstract] | ||
Convertible promissory notes payable | $ 850 | $ 888 |
Less, debt discount | 0 | (1) |
Convertible promissory notes payable, net | $ 850 | $ 887 |
9. CAPITAL STOCK (Details)
9. CAPITAL STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 25, 2015 | Feb. 25, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
9. CAPITAL STOCK (Details) [Line Items] | |||||
Stockholders' Equity, Reverse Stock Split | 26:1 | ||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Stock Issued During Period, Value, Acquisitions (in Dollars) | $ 4,500 | $ 4,500 | |||
Stock Issued During Period, Shares, New Issues | 3,000,000 | ||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 4.15 | $ 4.15 | |||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 11,579 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 1,175,517 | ||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 1,300 | ||||
Stock Issued During Period, Shares, Issued for Services | 57,529 | ||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 239 | $ 122 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 11,583 | ||||
Stock Issued During Period, Value, Restricted Stock Award, Gross (in Dollars) | $ 3 | $ 180 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,000 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities (in Dollars) | $ 12 | ||||
Adjustments to Additional Paid in Capital, Other (in Dollars) | $ 39 | ||||
Stock Issued During Period, Shares, Reverse Stock Splits | 3,004 | ||||
Class of Warrant or Rights, Exercised | (3,000) | 76,923 | |||
Stock Issued During Period, Shares, Other | 81,197 | ||||
Other Accrued Liabilities, Current (in Dollars) | $ 47 | ||||
Stock Issued During Period, Value, Other (in Dollars) | $ 3 | $ 26 | |||
Series B Preferred Stock [Member] | |||||
9. CAPITAL STOCK (Details) [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | ||||
Preferred Stock, Shares Authorized | 1,700,000 | ||||
Preferred Stock, Conversion Basis | Holders will be entitled to convert each share of Series B Preferred Stock into one (1) share of Common Stock | ||||
Preferred Stock, Voting Rights | In addition, so long as at least 100,000 shares of Series B Preferred Stock are outstanding, the Company may not, without the consent of the Holders of at least a majority of the shares of Series B Preferred Stock then outstanding: (i) amend, alter or repeal any provision of the Certificate of Incorporation or bylaws of the Company or the Certificate of Designation so as to adversely affect any of the rights, preferences, privileges, limitations or restrictions provided for the benefit of the Holders or (ii) issue or sell, or obligate itself to issue or sell, any additional shares of Series B Preferred Stock, or any securities that are convertible into or exchangeable for shares of Series B Preferred Stock | ||||
Stock Issued During Period, Shares, Acquisitions | 1,506,024 | ||||
Stock Issued for Cashless Exercise of Stock Options [Member] | |||||
9. CAPITAL STOCK (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 53,649 | 75,049 | |||
Stock Issued for Cashless Conversion of Warrants [Member] | |||||
9. CAPITAL STOCK (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 62,217 | ||||
Stock Issued for Services [Member] | |||||
9. CAPITAL STOCK (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 384,615 | ||||
Stock Issued During Period, Value, Restricted Stock Award, Gross (in Dollars) | $ 180 | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 2,347 | ||||
Stock Issued During Period, Value, Share-based Compensation, Gross (in Dollars) | $ 10 | ||||
Stock Issued for Cashless Conversion of Services [Member] | |||||
9. CAPITAL STOCK (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Issued for Services | 28,846 | ||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 112 | ||||
Stock Issued for Cash [Member] | |||||
9. CAPITAL STOCK (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Other | 67,308 | ||||
Stock Issued During Period, Value, Other (in Dollars) | $ 26 | ||||
Convertible Debt [Member] | |||||
9. CAPITAL STOCK (Details) [Line Items] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 5,192,399 | ||||
Debt Conversion, Converted Instrument, Amount (in Dollars) | $ 10,757 | ||||
Convertible Debt [Member] | Principal [Member] | |||||
9. CAPITAL STOCK (Details) [Line Items] | |||||
Debt Conversion, Original Debt, Amount (in Dollars) | 1,921 | ||||
Convertible Debt [Member] | Interest [Member] | |||||
9. CAPITAL STOCK (Details) [Line Items] | |||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 95 | ||||
Minimum [Member] | Convertible Debt [Member] | |||||
9. CAPITAL STOCK (Details) [Line Items] | |||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.338 | ||||
Maximum [Member] | Convertible Debt [Member] | |||||
9. CAPITAL STOCK (Details) [Line Items] | |||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 2.60 |
10. STOCK OPTIONS, RESTRICTED53
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 899,574 | 957,266 | 961,539 | |
Share-based Compensation (in Dollars) | $ 136 | $ 425 | ||
Class of Warrant or Rights, Granted | 3,000,000 | 0 | ||
Class of Warrant or Right, Outstanding | 2,997,000 | 0 | 115,385 | |
Private Placement [Member] | ||||
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||||
Class of Warrant or Rights, Granted | 3,000,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 4.15 | |||
Class of Warrant or Right, Outstanding | 2,997,000 | |||
Employee Stock Option [Member] | ||||
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 899,574 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The stock options vest at various times | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 7 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value (in Dollars) | $ 2,042 | $ 3,437 | ||
Share Price (in Dollars per share) | $ 3.70 | $ 4.60 | ||
Restricted Stock [Member] | ||||
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||||
Share-based Compensation (in Dollars) | $ 136 | $ 107 | ||
Restricted Stock [Member] | Chief Executive Officer [Member] | ||||
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 769,230 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Completion of Requirements | two of the stages were met, when the Company’s market capitalization exceeded $10,000, and the consolidated gross revenue, calculated in accordance with GAAP, equaled or exceeded $10,000 for the trailing twelve-month period. | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 384,615 | |||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures (in Dollars) | $ 786 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | If the Company’s consolidated net profit, calculated in accordance to GAAP, equals or exceeds $2,000 for a trailing twelve month period, the Company will issue an additional 384,615 shares of the Company’s common stock to Mr. Nelson. | |||
Restricted Stock [Member] | Investor [Member] | ||||
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 276,923 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The RSGA’s provide for the issuance of up to 276,923 shares of the Company’s common stock in the aggregate to the Sunworks United Shareholders provided certain milestones are met in certain stages as follows: a) If the Company’s aggregate net income from operations, for any trailing four (4) quarters equals or exceeds $2,000, the Company will issue 92,308 shares of common stock in the aggregate; b) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeds $3,000, the Company will issued 92,308 shares of common stock in the aggregate; c) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeds $4,000, the Company will issue 92,307 in the aggregate. | |||
Share-based Compensation (in Dollars) | $ 100 | |||
Restricted Stock [Member] | Employees [Member] | ||||
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 38,462 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The RSGA provides for the issuance of up to 38,462 shares of the Company’s common stock provided certain milestones are met in certain stages as follows: a) If the Company’s aggregate net income from operations, for any trailing four (4) quarters equals or exceeds $2,000, the Company will issue 12,821 shares of common stock; b) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeds $3,000, the Company will issued 12,821 shares of common stock; c) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeds $4,000, the Company will issue 12,820. | |||
Share-based Compensation (in Dollars) | $ 33 | |||
Restricted Stock [Member] | Chief Financial Officer [Member] | ||||
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 115,385 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The RSGA provides for the issuance of up to 115,385 shares of the Company’s common stock provided certain milestones are met in certain stages as follows: a) If the Company’s aggregate net income from operations, for any trailing four (4) quarters equals or exceeds $2,000, the Company will issue 38,462 shares of common stock; b) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeds $3,000, the Company will issued 38,462 shares of common stock; c) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeds $4,000, the Company will issue 38,461. | |||
Minimum [Member] | Employee Stock Option [Member] | ||||
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $ 0.26 | |||
Maximum [Member] | Employee Stock Option [Member] | ||||
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $ 4.42 |
10. STOCK OPTIONS, RESTRICT
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | ||
Outstanding, beginning January 1, 2015 (in Shares) | 957,266 | 961,539 |
Outstanding, beginning January 1, 2015 | $ 2.20 | $ 1.04 |
Granted (in Shares) | 0 | 76,924 |
Granted | $ 0 | $ 4.42 |
Exercised (in Shares) | (53,649) | (81,197) |
Exercised | $ 0.26 | $ 0.69 |
Expired (in Shares) | (4,043) | |
Expired | $ 0.26 | |
Outstanding, end of December 31, 2015 (in Shares) | 899,574 | 957,266 |
Outstanding, end of December 31, 2015 | $ 1.30 | $ 2.20 |
Exercisable at the end of December 31, 2015 (in Shares) | 822,650 | 808,761 |
Exercisable at the end of December 31, 2015 | $ 1.13 | $ 1.09 |
Weighted average fair value of options granted during period | $ 0 | $ 4.42 |
10. STOCK OPTIONS, RESTRI55
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Outstanding | 899,574 |
Stock Options Exercisable | 822,650 |
Options Exercisable at $1.30 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, Exercisable Prices (in Dollars per share) | $ / shares | $ 1.300 |
Stock Options Outstanding | 576,923 |
Stock Options Exercisable | 576,923 |
Options, Weighted Average Remaining Contractual Life | 1 year 215 days |
Options Exercisable at $0.26 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, Exercisable Prices (in Dollars per share) | $ / shares | $ 0.260 |
Stock Options Outstanding | 192,308 |
Stock Options Exercisable | 192,308 |
Options, Weighted Average Remaining Contractual Life | 3 years 3 days |
Options Exercisable at $0.468 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, Exercisable Prices (in Dollars per share) | $ / shares | $ 0.468 |
Stock Options Outstanding | 53,419 |
Stock Options Exercisable | 29,914 |
Options, Weighted Average Remaining Contractual Life | 4 years 266 days |
Options Exercisable at $4.42 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, Exercisable Prices (in Dollars per share) | $ / shares | $ 4.420 |
Stock Options Outstanding | 76,923 |
Stock Options Exercisable | 23,505 |
Options, Weighted Average Remaining Contractual Life | 5 years 350 days |
10. STOCK OPTIONS, RESTRI56
10. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | ||
Outstanding, beginning of period (in Shares) | 0 | 115,385 |
Outstanding, beginning of period | $ 0 | $ 0.91 |
Granted (in Shares) | 3,000,000 | 0 |
Granted | $ 4.15 | $ 0 |
Exercised (in Shares) | 3,000 | (76,923) |
Exercised | $ 4.15 | $ 0.39 |
Expired (in Shares) | (38,462) | |
Expired | $ 1.95 | |
Outstanding, end of period (in Shares) | 2,997,000 | 0 |
Outstanding, end of period | $ 4.15 | $ 0 |
Exercisable at the end of period (in Shares) | 2,997,000 | 0 |
Exercisable at the end of period | $ 4.15 | $ 0 |
Weighted average fair value of options granted during the period | $ 4.15 | $ 0 |
11. INCOME TAXES (Details)
11. INCOME TAXES (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 3.4 |
Operating Loss Carryforwards, Expiration Date 1 | 2,033 |
11. INCOME TAXES (Details) -
11. INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Net income (loss) | $ 415 | $ (9,973) |
Depreciation and amortization | 301 | (112) |
Stock Compensation Expense | 53 | 168 |
(Gain) Loss on Derivative | (27) | 8,225 |
Amortization of Debt Discount | 466 | 1,590 |
Gain/Loss on Settlement of Debt | 0 | 74 |
Research and development costs | 0 | 4 |
Acquisition change in tax method | 0 | (63) |
Other | 0 | 5 |
Valuation Allowance | (1,208) | 82 |
Income tax expense | $ 0 | $ 0 |
11. INCOME TAXES (Details)59
11. INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
NOL carryover | $ 1,347 | $ 2,754 |
R&D carryover | 167 | 167 |
Other | 30 | 21 |
Deferred tax liabilities: | ||
Amortization | (196) | 0 |
Depreciation | (180) | (112) |
1,168 | 2,830 | |
Less valuation allowance | (1,168) | (2,830) |
Net deferred tax asset | $ 0 | $ 0 |
12. COMMITMENTS AND CONTINGEN60
12. COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 1 Months Ended | 12 Months Ended |
Jan. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($)ft² | |
Rocklin, California [Member] | ||
12. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Lease Expiration Date | April 2,019 | |
Building [Member] | Roseville, California [Member] | ||
12. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Area of Real Estate Property (in Square Feet) | ft² | 19,140 | |
Operating Leases, Rent Expense, Minimum Rentals | $ 10 | |
Lease Expiration Date | September 2,019 | |
Building [Member] | Reno, Nevada [Member] | ||
12. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Area of Real Estate Property (in Square Feet) | ft² | 2,340 | |
Operating Leases, Rent Expense, Minimum Rentals | $ 2 | |
Lease Expiration Date | January 2,016 | |
Building [Member] | Rocklin, California [Member] | ||
12. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Area of Real Estate Property (in Square Feet) | ft² | 5,304 | |
Operating Leases, Rent Expense, Minimum Rentals | $ 6 | |
Building [Member] | Rancho Cucamonga, California [Member] | ||
12. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Area of Real Estate Property (in Square Feet) | ft² | 6,400 | |
Operating Leases, Rent Expense, Minimum Rentals | $ 4 | |
Lease Expiration Date | April 2,016 | |
Building [Member] | Durham, California [Member] | ||
12. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Area of Real Estate Property (in Square Feet) | ft² | 15,600 | |
Operating Leases, Rent Expense, Minimum Rentals | $ 8 | |
Lease Expiration Date | December 2,019 | |
Building [Member] | Retail Space [Member] | Rocklin, California [Member] | ||
12. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Area of Real Estate Property (in Square Feet) | ft² | 2,846 | |
Operating Leases, Rent Expense, Minimum Rentals | $ 9 | |
Lease Expiration Date | lease expires in May 2021 | |
Building [Member] | Subsequent Event [Member] | Reno, Nevada [Member] | ||
12. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Area of Real Estate Property (in Square Feet) | ft² | 7,000 | |
Operating Leases, Rent Expense, Minimum Rentals | $ 4 | |
Lease Expiration Date | January 2,019 | |
Vehicles [Member] | ||
12. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 36 months | |
Minimum [Member] | Vehicles [Member] | ||
12. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Operating Leases, Rent Expense, Minimum Rentals | $ 1 |
12. COMMITMENTS AND CONTINGEN
12. COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Future Minimum Rental Payments for Operating Leases $ in Thousands | Dec. 31, 2015USD ($) |
For the twelve months ended: | |
2,016 | $ 458,527 |
2,017 | 503,104 |
2,018 | 532,454 |
2,019 | 351,635 |
2020 and thereafter | 367,350 |
Total | $ 2,213,070 |
13. MAJOR CUSTOMER_SUPPLIER (
13. MAJOR CUSTOMER/SUPPLIER (Details) - Schedules of Concentration of Risk, by Risk Factor - Cost of Goods, Total [Member] - Supplier Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Westco Distribution [Member] | ||
Concentration Risk [Line Items] | ||
Supplier | 6.90% | 14.20% |
SunPower [Member] | ||
Concentration Risk [Line Items] | ||
Supplier | 22.90% | 10.10% |
Canadian Solar [Member] | ||
Concentration Risk [Line Items] | ||
Supplier | 10.70% | 0.00% |
14. RELATED PARTY TRANSACTIONS
14. RELATED PARTY TRANSACTIONS (Details) - Director [Member] $ in Thousands | 1 Months Ended |
Oct. 31, 2015USD ($) | |
Upon Signing [Member] | |
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |
Compensation | $ 33 |
Monthly Rate [Member] | |
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |
Compensation | $ 9 |
15. SUBSEQUENT EVENTS (Details)
15. SUBSEQUENT EVENTS (Details) $ in Thousands | Mar. 01, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014shares |
15. SUBSEQUENT EVENTS (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 1,300 | ||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,175,517 | ||
Subsequent Event [Member] | |||
15. SUBSEQUENT EVENTS (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 750 | ||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,442,309 | ||
Convertible Debt [Member] | |||
15. SUBSEQUENT EVENTS (Details) [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 5,192,399 | ||
Debt Issued on January 29, 2014 [Member] | Convertible Debt [Member] | Subsequent Event [Member] | |||
15. SUBSEQUENT EVENTS (Details) [Line Items] | |||
Number of Notes | 1 | ||
Debt Instrument, Face Amount | $ 100 | ||
Interest Payable | $ 20 | ||
Debt Instrument, Maturity Date | Jun. 30, 2019 | ||
Debt Issued on January 31, 2014 [Member] | Convertible Debt [Member] | Subsequent Event [Member] | |||
15. SUBSEQUENT EVENTS (Details) [Line Items] | |||
Number of Notes | 1 | ||
Debt Instrument, Face Amount | $ 750 | ||
Interest Payable | $ 155 | ||
Debt Instrument, Maturity Date | Jun. 30, 2019 |