Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Mar. 10, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'PREMIER ALLIANCE GROUP, INC. | ' |
Entity Central Index Key | '0001272550 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 28,433,813 |
Entity Public Float | $11,900,699 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'FY | ' |
Document Type | '10-K | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Dec-13 | ' |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS: | ' | ' |
Cash | $7,003,773 | $4,471,102 |
Accounts receivable | 2,788,209 | 2,689,724 |
Marketable securities | 36,510 | 31,107 |
Cost and estimated earnings in excess of billings | 1,018,141 | 361,858 |
Prepaid expenses and other current assets | 160,480 | 142,668 |
Total current assets | 11,007,113 | 7,696,459 |
Construction in Progress - at cost | 859,161 | ' |
PROPERTY AND EQUIPMENT - at cost less accumulated depreciation | 593,025 | 540,570 |
OTHER ASSETS: | ' | ' |
Goodwill | 10,715,807 | 13,153,497 |
Intangible assets - net | 803,493 | 1,155,949 |
Investment in cost-method investee | 100,000 | 100,000 |
Cash surrender value of officers' life insurance | 416,265 | 365,830 |
Deposits and other assets | 74,045 | 62,032 |
Total other assets | 12,109,610 | 14,837,308 |
TOTAL ASSETS | 24,568,909 | 23,074,337 |
CURRENT LIABILITIES: | ' | ' |
Note payable | 2,721,239 | 1,094,263 |
Current portion of long-term debt | 3,846 | 175,785 |
Accounts payable | 2,227,840 | 1,397,837 |
Billings in excess of costs and estimated earnings | 122,139 | 165,865 |
Accrued expenses and other current liabilities | 1,754,854 | 1,235,259 |
Total current liabilities | 6,829,918 | 4,069,009 |
NONCURRENT LIABILITIES: | ' | ' |
Long term debt - net of current portion | 5,426 | ' |
Derivative liability | 726,993 | 2,475,159 |
Deferred tax liability | 85,000 | 85,000 |
Total noncurrent liabilities | 817,419 | 2,560,159 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Common stock, $.001 par value, 90,000,000 shares authorized, 27,465,836 and 22,331,687 shares issued and outstanding at December 31, 2013 and 2012, respectively | 27,466 | 22,332 |
Additional paid-in capital | 39,193,174 | 30,805,827 |
Accumulated deficit | -22,302,622 | -14,386,539 |
Total stockholders' equity | 16,921,572 | 16,445,169 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 24,568,909 | 23,074,337 |
Class B Preferred Stock [Member] | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock | 1,160 | 1,160 |
Class C Preferred Stock | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock | 2,381 | 2,381 |
Series D Redeemable Convertible Preferred Stock | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock | $13 | $8 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock, par value (in dollars per share) | ' | $0.00 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 90,000,000 | 90,000,000 |
Common stock, shares issued (in shares) | 27,465,836 | 22,331,687 |
Common stock, shares outstanding (in shares) | 27,465,836 | 22,331,687 |
Class B Preferred Stock [Member] | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 1,160,000 | 1,160,000 |
Preferred stock, shares outstanding (in shares) | 1,160,000 | 1,160,000 |
Preferred Stock | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 4,985,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class C Preferred Stock | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 2,500,000 | 2,500,000 |
Preferred stock, shares issued (in shares) | 2,380,952 | 2,380,952 |
Preferred stock, shares outstanding (in shares) | 2,380,952 | 2,380,952 |
Series D Redeemable Convertible Preferred Stock | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 15,000 | 15,000 |
Preferred stock, shares issued (in shares) | 13,376 | 7,796 |
Preferred stock, shares outstanding (in shares) | 13,376 | 7,796 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Statements Of Operations | ' | ' |
NET REVENUE | $26,399,916 | $19,472,015 |
OPERATING EXPENSES: | ' | ' |
Cost of revenues | 20,845,516 | 14,673,811 |
Selling, general and administrative | 9,214,410 | 8,186,511 |
Depreciation and amortization | 380,951 | 242,650 |
Total operating expenses | 30,440,877 | 23,102,972 |
LOSS FROM OPERATIONS | -4,040,961 | -3,630,957 |
OTHER INCOME (EXPENSE): | ' | ' |
Derivative (expense) income | 2,149,951 | -894,512 |
Adjustment to estimates recorded at acquisition | 431,919 | ' |
Interest expense, net | -44,270 | -86,040 |
Interest expense - debt discount | ' | -353,656 |
Goodwill impairment | -4,472,089 | -4,378,182 |
Intangibles impairment | -238,803 | ' |
Other income (expense) | 87,799 | 45,698 |
Total other (expense) income | -2,085,493 | -5,666,692 |
INCOME (LOSS) BEFORE INCOME TAXES | -6,126,454 | -9,297,649 |
INCOME TAX BENEFIT (EXPENSE) | ' | -396,000 |
NET INCOME (LOSS) | -6,126,454 | -9,693,649 |
PREFERRED STOCK DIVIDENDS | -1,280,408 | -321,218 |
DEEMED DIVIDEND ON PREFERRED STOCK | -509,184 | -1,160,278 |
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS | ($7,916,046) | ($11,175,145) |
Net income (loss) per share: | ' | ' |
Basic | ($0.33) | ($0.79) |
Diluted | ($0.33) | ($0.79) |
Weighted average number of shares: | ' | ' |
Basic | 24,052,686 | 14,057,162 |
Diluted | 24,052,686 | 14,057,162 |
STATEMENTS_OF_STOCKHOLDERS_EQU
STATEMENTS OF STOCKHOLDER,S EQUITY (USD $) | Class B Preferred Stock [Member] | Class C Preferred Stock | Class D Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Total |
Beginning Balance at Dec. 31, 2011 | $1,160 | $2,381 | ' | $8,146 | $9,968,098 | ($3,211,394) | $6,768,391 |
Beginning Balance (in shares) at Dec. 31, 2011 | 1,160,000 | 2,380,952 | ' | 8,146,325 | ' | ' | ' |
Stock warrants issued for services | ' | ' | ' | ' | 159,977 | ' | 159,977 |
Stock options issued for services rendered | ' | ' | ' | ' | 618,669 | ' | 618,669 |
Issuance of common stock as dividends on Preferred B and Preferred C stock | ' | ' | ' | 416 | 320,802 | -321,218 | ' |
Issuance of common stock as dividends on Preferred B and Preferred C stock (in shares) | ' | ' | ' | 416,070 | ' | ' | ' |
Issuance of shares in GHH acquisition, net of acquisition costs | ' | ' | ' | 7,115 | 6,917,023 | ' | 6,924,138 |
Issuance of shares in GHH acquisition, net of acquisition costs (in shares) | ' | ' | ' | 7,114,482 | ' | ' | ' |
Issuance of shares to placement agent in GHH acquisition | ' | ' | ' | 105 | 120,534 | ' | 120,639 |
Issuance of shares to placement agent in GHH acquisition (in shares) | ' | ' | ' | 104,906 | ' | ' | ' |
Issuance of common stock in lieu of warrants | ' | ' | ' | 13 | 7,787 | ' | 7,800 |
Issuance of common stock in lieu of warrants (in shares) | ' | ' | ' | 13,001 | ' | ' | ' |
Issuance of common stock in Ecological acquisition, net of issuance costs | ' | ' | ' | 6,381 | 4,805,900 | ' | 4,812,281 |
Issuance of common stock in Ecological acquisition, net of issuance costs (in shares) | ' | ' | ' | 6,381,059 | ' | ' | ' |
Issuance of shares to placement agent in Ecological acquisition | ' | ' | ' | 156 | 119,844 | ' | 120,000 |
Issuance of shares to placement agent in Ecological acquisition (in shares) | ' | ' | ' | 155,844 | ' | ' | ' |
Beneficial conversion feature associated with issuance of 7% Promissory Notes | ' | ' | ' | ' | 251,828 | ' | 251,828 |
Deemed dividend on preferred stock from conversion of 7% Promissory Notes | ' | ' | ' | ' | 552,966 | -552,966 | ' |
Issuance of preferred stock from conversion of 7% Promissory Notes | ' | ' | 1 | ' | 617,034 | ' | 617,035 |
Issuance of preferred stock from conversion of 7% Promissory Notes (in shares) | ' | ' | 750 | ' | ' | ' | ' |
Deemed dividend on preferred stock | ' | ' | ' | ' | 607,312 | -607,312 | ' |
Issuance of preferred stock, net of issuance costs | ' | ' | ' | 7 | 6,234,893 | ' | 6,234,900 |
Issuance of preferred stock, net of issuance costs (in shares) | ' | ' | ' | 7,046 | ' | ' | ' |
Record the derivative liability associated with the issuance of the preferred stock | ' | ' | ' | ' | -496,840 | ' | -496,840 |
Net Loss | ' | ' | ' | ' | ' | -9,693,649 | -9,693,649 |
Ending Balance at Dec. 31, 2012 | 1,160 | 2,381 | 8 | 22,332 | 30,805,827 | -14,386,539 | 16,445,169 |
Ending Balance (in shares) at Dec. 31, 2012 | 1,160,000 | 2,380,952 | 7,796 | 22,331,687 | ' | ' | ' |
Stock warrants issued for services | ' | ' | ' | ' | 5,786 | ' | 5,786 |
Stock options issued for services rendered | ' | ' | ' | ' | 188,016 | ' | 188,016 |
Issuance of common stock as dividends on Preferred B, C and D stock | ' | ' | ' | 1,850 | 1,278,558 | -1,280,408 | ' |
Issuance of common stock as dividends on Preferred B, C and D stock (in shares) | ' | ' | ' | 1,850,452 | ' | ' | ' |
Deemed dividend on preferred stock | ' | ' | ' | ' | 509,184 | -509,184 | ' |
Issuance of preferred stock, net of issuance costs | ' | ' | 6 | ' | 5,452,144 | ' | 5,452,150 |
Issuance of preferred stock, net of issuance costs (in shares) | ' | ' | 6,080 | ' | ' | ' | ' |
Record the derivative liability associated with the issuance of the preferred stock | ' | ' | ' | ' | -401,785 | ' | -401,785 |
Conversion of 925 shares of Preferred D stock to common stock | ' | ' | -1 | 1,000 | -1,000 | ' | ' |
Conversion of 925 shares of Preferred D stock to common stock (in shares) | ' | ' | -500 | 1,000,000 | ' | ' | ' |
Issuance of Common Stock | ' | ' | ' | 308 | 208,032 | ' | 208,340 |
Issuance of Common Stock (in shares) | ' | ' | ' | 308,000 | ' | ' | ' |
Retirement of escrowed Common Stock related to GHH acquisition | ' | ' | ' | -266 | -239,348 | ' | -239,614 |
Retirement of escrowed Common Stock related to GHH acquisition (in shares) | ' | ' | ' | -266,238 | ' | ' | ' |
Issuance of Common Stock in Root9B Acquisition | ' | ' | ' | 2,242 | 1,387,758 | ' | 1,390,000 |
Issuance of Common Stock in Root9B Acquisition (in shares) | ' | ' | ' | 2,241,935 | ' | ' | ' |
Net Loss | ' | ' | ' | ' | ' | -6,126,454 | -6,126,454 |
Rounding | ' | ' | ' | ' | 2 | -37 | -36 |
Ending Balance at Dec. 31, 2013 | $1,160 | $2,381 | $13 | $27,466 | $39,193,174 | ($22,302,622) | $16,921,572 |
Ending Balance (in shares) at Dec. 31, 2013 | 1,160,000 | 2,380,952 | 13,376 | 27,465,836 | ' | ' | ' |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net Income (loss) | ($6,126,454) | ($9,693,649) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 380,951 | 242,650 |
Amortization / write-off of debt discount | ' | 353,656 |
Increase in cash surrender value of officers' life insurance | -50,435 | -13,795 |
(Income) loss from change in value of derivatives | -2,149,951 | 894,512 |
Adjustment to estimates recorded at acquisition | -431,919 | ' |
Deferred income taxes | ' | 396,000 |
Common stock issued for services | ' | 120,000 |
Stock option / warrant compensation expense | 193,802 | 778,646 |
Impairment of goodwill and intangible assets | 4,710,892 | 4,378,182 |
Equity in gain of equity-method investee | ' | 58,842 |
Changes in operating assets and liabilities: | ' | ' |
Decrease (increase) in accounts receivable | 126,918 | -273,791 |
Decrease (increase) in marketable securities | -5,403 | -253 |
Increase in costs and estimated earnings in excess of billings | -656,283 | -225,464 |
Increase in prepaid expenses | -3,586 | -24,956 |
Increase in deposits and other assets | -18,616 | -8,818 |
Increase (decrease) in accounts payable and accrued expenses | 914,073 | -317,352 |
Increase (decrease) in billings in excess of costs and estimated earnings | -43,726 | -136,062 |
Decrease (increase) in income taxes receivable | ' | 109,967 |
Net cash used in operating activities | -3,159,737 | -3,361,685 |
Cash flows from investing activities: | ' | ' |
Cash paid for construction in progress | -859,161 | ' |
Cash paid in acquisitions | -347,886 | -2,000,000 |
Issuance of notes receivable | ' | -195,229 |
Deferred stock issuance costs | ' | -192,891 |
Cash acquired in acquisitions | 82,352 | 106,641 |
Purchases of property and equipment, net | -41,703 | -10,563 |
Net cash used in investing activities | -1,166,398 | -2,292,042 |
Cash flows from financing activities: | ' | ' |
Issuance of Convertible Promissory Notes | ' | 635,886 |
Issuance of Class D preferred stock | 5,452,150 | 6,234,900 |
Stock issuance transaction costs | ' | -37,324 |
Common stock issued in lieu of warrants | ' | 7,800 |
Net payments on long-term debt | ' | -119,103 |
Net proceeds on line of credit | 1,406,656 | 351,263 |
Net cash provided by financing activities | 6,858,806 | 7,073,422 |
Net (decrease) increase in cash | 2,532,671 | 1,419,695 |
Cash - beginning of period | 4,471,102 | 3,051,407 |
Cash - end of period | 7,003,773 | 4,471,102 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' |
Cash payments for Interest | 44,270 | 86,040 |
Cash payments for Income taxes | 0 | 0 |
Summary of non-cash operating, investing and financing activities: | ' | ' |
Issuance of 7,114,482 shares of common stock in GHH Acquisition | 0 | 7,433,700 |
Issuance of 104,906 shares of common stock to placement agent in connection with GHH acquisition | 0 | 120,639 |
Issuance of 6,381,059 shares of common stock in Ecological acquisition | 0 | 4,849,605 |
Issuance of 750 shares of Series D Preferred Stock in mandatory conversion of 7% Promissory Notes | 0 | 617,035 |
Issuance of 155,844 shares of common stock to registered investment advisor in connection with Ecological acquisition | 0 | 120,000 |
Stock warrants issued for services rendered | 5,786 | 159,977 |
Stock options issued for services rendered | 188,016 | 618,669 |
Stock options issued in acquisition | 0 | 0 |
Stock issued in lieu of warrants | 0 | 7,800 |
Issuance of 2,241,935 shares of common stock in Root9B Acquisition | 1,390,000 | 0 |
Issuance of 308,000 shares of common stock | $208,340 | $0 |
1_Description_of_Business_and_
1. Description of Business and Summary of Significant Accounting Policies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
Note 1 - Description of Business and Summary of Significant Accounting Policies | ' | ||||
Description of Business | |||||
We are a provider of Cyber Security, Energy, and Business Advisory Solutions delivering integration and consulting services. We help clients in diverse industries improve performance, comply with complex regulations, reduce costs, leverage and integrate technology, and stimulate growth. We team with our clients to deliver sustainable and measurable results. Our primary focus is using our expertise on issues related to three key areas for customers; (i) cyber security, (ii) energy usage and strategy, and (iii) performance, risk and compliance initiatives. We work with our customers to assess, design, and provide customized advice and solutions that are tailored to address each client’s particular needs. We provide solutions and services to a wide variety of organizations including Fortune 500 companies, medium-sized businesses and governmental entities. | |||||
Principles of Consolidation | |||||
The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany balances and transactions have been eliminated. | |||||
Use of Estimates | |||||
The preparation of the Company’s consolidated financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | |||||
Cash and cash equivalents | |||||
The Company considers all highly liquid investments having an original maturity of three months or less to be cash equivalents. Amounts invested may exceed federally insured limits at any given time. As a result of the Company’s cash management system, checks issued but not presented to the banks for payment may create negative book cash balances. Such negative balances are included in trade accounts payable and totaled $0 and $184,889 at December 31, 2013 and 2012, respectively. | |||||
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Company from time to time may have amounts on deposit in excess of the insured limits (FDIC limits are $250,000). The Company periodically assesses the financial condition of the institutions and believes that the risk of loss is remote. | |||||
Notes receivable | |||||
Notes receivable are recorded at the amounts advanced under the respective note and security agreements. The Company analyzes each note for impairment of possible credit losses at each reporting period. Any allowances for credit losses are recorded in the statement of operations in the period such losses become determinable. | |||||
Accounts receivable | |||||
Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense is included in general and administrative expenses, if any. At December 31, 2013 and 2012, the allowance for doubtful accounts was $252,864 and $83,325, respectively. | |||||
Marketable securities | |||||
Marketable equity securities are accounted for as trading securities and are stated at market value with unrealized gains and losses accounted for in other income (expense). | |||||
Property and equipment | |||||
Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Maintenance and repair costs are expensed as incurred. Gains or losses on dispositions are reflected in income. Property and equipment includes equipment under capital leases of $35,469 at both December 31, 2013 and 2012. Amounts included on the balance sheet at December 31, 2013 and 2012 under capital leases are net of accumulated depreciation of $22,464 and $15,370, respectively. | |||||
Valuation of goodwill and intangible assets | |||||
Our intangible assets include goodwill, trademarks, non-compete agreements, patents and purchased customer relationships, all of which are accounted for based on Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 350 Intangibles-Goodwill and Other. As described below, goodwill and intangible assets that have indefinite useful lives are not amortized but are tested at least annually for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired. Intangible assets with limited useful lives are amortized using the straight-line method over their estimated period of benefit, ranging from two to eight years. Such valuations require critical estimates and assumptions which include, but are not limited to i) information included in our business plan, ii) estimated cash flows, and iii) discount rates. | |||||
Impairment testing | |||||
Our goodwill impairment testing is calculated at the reporting or segment unit level. Our annual impairment test has two steps. The first identifies potential impairments by comparing the fair value of the reporting or segment unit with its carrying value. If the fair value exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, a write-down is recorded. | |||||
The impairment test for the other intangible assets is performed by comparing the carrying amount of the intangible assets to the sum of the undiscounted expected future cash flows whenever events or circumstances indicate that an impairment may have occurred. If the sum of the future undiscounted cash flows is less than the carrying amount of the intangible asset or to its related group of assets, an impairment charge is recorded to the extent that the carrying amount of the intangible asset exceeds its fair value. | |||||
We predominately use a discounted cash flow model derived from internal budgets in assessing fair values for our impairment testing. Factors that could change the result of our impairment test include, but are not limited to, different assumptions used to forecast future net sales, expenses, capital expenditures, and working capital requirements used in our cash flow models. In addition, selection of a risk-adjusted discount rate on the estimated undiscounted cash flows is susceptible to future changes in market conditions, and when unfavorable, can adversely affect our original estimates of fair values. In the event that our management determines that the value of intangible assets have become impaired using this approach, we will record and accounting charge for the amount of the impairment. The Company also engages an independent valuation expert to assist it in performing the valuation and analysis of fair values of goodwill and intangibles. | |||||
The Company completed an annual goodwill impairment evaluation for the years ended December 31, 2013 and 2012. Our annual goodwill impairment testing date is October 1 of each year. In determining impairment charges, the Company uses various valuation techniques using both the income approach and market approach at each reporting unit in accordance with Financial Accounting Standards Board (“FASB”) ASC 350. During 2013, the Company recorded a goodwill impairment write-down of $4,472,089 related to its Energy and Sustainability Solutions business segment / reporting unit which is reflected in the Statement of Operations. During 2012, the Company recorded a goodwill impairment write-down of $4,378,182 related to its Energy and Sustainability Solutions business segment / reporting unit which is reflected in the Statement of Operations. The balance recorded as goodwill as of December 31, 2013 and 2012 is $10,715,807 (inclusive of the goodwill of $2,034,398 related to the Root9B acquisition) and $13,153,497, respectively, net of accumulated impairment of $10,606,032 and $6,133,943, respectively. | |||||
Intangible assets, other than goodwill, consist of customer relationships, non-competition agreements and trademarks/trade names. The fair market value of the customer relationships were determined by discounting the expected future cash flows from the acquired customers. The value of the non-competition agreements were estimated from the percentage of discounted cash flows expected to be lost if the agreement was not in place. At December 31, 2013 and 2012, the Company performed an analysis of the net carrying value of these intangible assets to their fair value in accordance with FASB ASC 350. Based on that analysis, it was determined that an impairment was required for the intangible asset related to the customer list set up at the time of the acquisition of Ecological. The retention rates of the customers form Ecological remain very high and in line with planned levels, however, the revenue amounts for those customers has not been at planned levels. As a result, the Company recorded an impairment charge of $238,803 to the ES segment at December 31, 2013. No impairment was deemed to exist at December 31, 2012. Customer relationships acquired are being amortized over the estimated useful life of four or five years. Non-competition agreements are being amortized over the life of the agreement. Acquired trademarks/trade names are being amortized over seven years. Total intangibles balances, prior to accumulated amortization, were $1,561,404 and $1,618,400 at December 31, 2013 and 2012, respectively. At | |||||
December 31, 2013 and 2012, accumulated amortization of intangible assets totaled $757,911 and $462,451, respectively. Amortization expense on these intangible assets of $295,459 and $173,714 for the years ended December 31, 2013 and 2012, respectively, is included as depreciation and amortization on the Statement of Operations. | |||||
Amortization expense related to intangible assets for the next five years is expected to be as follows for the years ended: | |||||
31-Dec-14 | $ | 255,654 | |||
31-Dec-15 | 199,512 | ||||
31-Dec-16 | 161,407 | ||||
31-Dec-17 | 143,983 | ||||
31-Dec-18 | 35,795 | ||||
$ | 796,351 | ||||
Revenue recognition | |||||
The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of any agreement exists, services have been rendered, and collectability is reasonably assured, therefore, revenue is recognized when the Company invoices customers for completed services at contracted rates and terms. Therefore, revenue recognition may differ from the timing of cash receipts. | |||||
Income taxes | |||||
The Company accounts for income taxes under FASB ASC Topic 740 “Income Taxes”. Under FASB ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be removed or settled (see Note 13). The Company regularly assesses the likelihood that its deferred tax assets will be realized from recoverable income taxes or recovered from future taxable income. To the extent that the Company believes any amounts are not more likely than not to be realized through the reversal of the deferred tax liabilities and future income, the Company records a valuation allowance to reduce its deferred tax assets. In the event the Company determines that all or part of the net deferred tax assets are not realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made. Similarly, if the Company subsequently realizes deferred tax assets that were previously determined to be unrealizable, the respective valuation allowance would be reversed, resulting in an adjustment to earnings in the period such determination is made. | |||||
FASB ASC Topic 740-10 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the balance sheet. It also provides guidance on de-recognition, measurement and classification of amounts related to uncertain tax positions, accounting for and disclosure of interest and penalties, accounting in interim period disclosures and transition relating to the adoption of new accounting standards. Under FASB ASC Topic 740-10, the recognition for uncertain tax positions should be based on a more-likely-than-not threshold that the tax position will be sustained upon audit. The tax position is measured as the largest amount of benefit that has a greater than fifty percent probability of being realized upon settlement. | |||||
Derivative Warrant Liability | |||||
The Company evaluates warrants issued in connection with debt and preferred stock issuances to determine if those contracts, or any potential embedded components of those contracts, qualify as derivatives to be separately accounted for. This accounting treatment requires that the carrying amount of any embedded derivatives be marked-to-market at each balance sheet date and carried at fair value. In the event that the fair value is recorded as a liability, as is the case with the Company, as our only derivatives are related to common stock warrants issued in direct connection with debt and preferred stock issuances, the change in the fair value during the period is recorded in the Statement of Operations as either income or expense. Upon conversion or exercise, the derivative liability is marked to fair value at the conversion date and then the related fair value is reclassified to equity. The fair value at each balance sheet date and the change in value for each class of warrant derivative is disclosed in detail in Note 11 to the Financial Statements. | |||||
Share-based compensation | |||||
The Company accounts for stock based compensation in accordance with FASB ASC 718 – Compensation-Stock Compensation. For employee stock options issued under the Company’s stock-based compensation plans, the fair value of each option grant is estimated on the date of the grant using the Black-Scholes pricing model, and an estimated forfeiture rate is used when calculating stock-based compensation expense for the period. For employee restricted stock awards and units issued under the Company’s stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of the grant and an estimated forfeiture rate when calculating stock-based compensation expense for the period. The Company recognizes the compensation cost of stock-based awards according to the vesting schedule of the award. | |||||
The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505-50 Equity-Based Payments to Non-Employees (“ASC 505-50”). Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options issued to non-employees are recorded in expense and additional paid-in capital in stockholders’ equity (deficit) over the applicable service periods. | |||||
Recent accounting pronouncements | |||||
Since January 1, 2012, there have been several new accounting pronouncements and updates to the Accounting Standards Codification. Each of these updates has been reviewed by Management who does not believe their adoption has had or will have a material impact on the Company’s financial position or operating results. | |||||
2_Fair_Value_Measurements
2. Fair Value Measurements | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||||||||
Note 2 - Fair Value Measurements | ' | ||||||||||||||||||||||
We measure the fair value of financial assets and liabilities in accordance with GAAP, which defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. | |||||||||||||||||||||||
GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. GAAP describes three levels of inputs that may be used to measure fair value: | |||||||||||||||||||||||
Level 1 – quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||||||||
Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable. | |||||||||||||||||||||||
Level 3 – inputs that are unobservable (for example the probability of a capital raise in a “binomial” methodology for valuation of a derivative liability directly related to the issuance of common stock warrants). | |||||||||||||||||||||||
Derivative Instruments: | |||||||||||||||||||||||
We do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain financial instruments and contracts, such as debt financing arrangements the issuance of preferred stock with detachable common stock warrants features that are either i) not afforded equity classification, ii) embody risks not clearly and closely related to host contracts, or iii) may be net-cash settled by the counterparty. These instruments are required to be carried as derivative liabilities, at fair value. | |||||||||||||||||||||||
Our only derivative instruments are detachable (or “free-standing”) common stock purchase warrants issued in conjunction with debt or preferred stock. We estimate fair values of these derivatives (and related embedded beneficial conversion features) utilizing Level 2 inputs for all classes of warrants issued, other than one class, Series C Preferred Stock. Other than the Series C Preferred Stock warrants, we use the Black-Scholes option valuation technique as it embodies all of the requisite assumptions (including trading volatility, remaining term to maturity, market price, strike price, and risk free rates) necessary to fair value these instruments, for they do not contain material “down round protection” (otherwise referred to as “anti-dilution” and full ratchet provisions). For the warrants directly related to the Series C Preferred Stock, the warrant contracts do contain “Down Round Protections” and the “Black-Scholes” option valuation technique does not, in its valuation calculation, give effect for the additional value inherently attributable to the warrant having the “Down Round Protection” mechanisms in its contractual arrangement. Valuation models and techniques have been developed and are widely accepted that take into account the additional value inherent in “Down Round Protection.” These widely accepted techniques include “Modified Binomial”, “Monte Carlo Simulation” and the “Lattice Model.” The “core” assumptions and inputs to the “Binomial” model are the same as for “Black-Scholes”, such as trading volatility, remaining term to maturity, market price, strike price, and risk free rates; all Level 2 inputs. However, a key input to the “Binomial” model (in our case, the “Monte Carlo Simulation”, for which we engage an independent valuation firm to perform) is the probability of a future capital raise. By definition, this input assumption does not meet the requirements for Level 1 or Level 2 outlined above; therefore, the entire fair value calculation for the Series C Common Stock Warrants is deemed to be Level 3. This input to the Monte Carlo Simulation model, was developed with significant input from management based on its knowledge of the business, current financial position and the strategic business plan with its best efforts. | |||||||||||||||||||||||
Estimating fair values of these derivative financial instruments require the use of significant and subjective inputs that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are volatile and sensitive to changes in our trading market price, the trading market price of various peer companies and other key assumptions such as the probability of a capital raise for the Monte Carlo Simulation described above. Since derivative financial instruments are initially and subsequently carried at fair value, our income will reflect this sensitivity of internal and external factors. | |||||||||||||||||||||||
The key quantitative assumptions related to the Series C Common Stock Warrants, issued March 3, 2011 and expiring March 3, 2016, are as follows: | |||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||
Expected Life (Years) | 2.2 | 3.2 | |||||||||||||||||||||
Risk Free Rate | 0.45% | 0.39% | |||||||||||||||||||||
Volatility | 29.31% | 30.46% | |||||||||||||||||||||
Probability of a Capital Raise | 4-8% | 8-80% | |||||||||||||||||||||
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | |||||||||||||||||||||||
Financial assets and liabilities measured at fair value on a recurring basis (for the Company, only derivative liabilities related to common stock purchase warrants, issued in directly in conjunction with debt and preferred stock issuances) are summarized below and disclosed on the balance sheet under Derivative liability: | |||||||||||||||||||||||
31-Dec-13 | |||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Derivative Liability – Common Stock Purchase Warrants: | |||||||||||||||||||||||
Debentures | $ | 10,207 | $ | 10,207 | |||||||||||||||||||
Series B Preferred Stock | 24,277 | 24,277 | |||||||||||||||||||||
Promissory Notes | 85,824 | 85,824 | |||||||||||||||||||||
Series D Preferred Stock | 224,075 | 224,075 | |||||||||||||||||||||
Series C Preferred Stock | 382,610 | 382,610 | |||||||||||||||||||||
Total | $ | 726,993 | $ | 344,383 | $ | 382,610 | |||||||||||||||||
31-Dec-12 | |||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Derivative Liability – Common Stock Purchase Warrants: | |||||||||||||||||||||||
Debentures | $ | 85,350 | $ | 85,350 | |||||||||||||||||||
Series B Preferred Stock | 170,383 | 170,383 | |||||||||||||||||||||
Promissory Notes | 230,985 | 230,985 | |||||||||||||||||||||
Series D Preferred Stock | 496,840 | 496,840 | |||||||||||||||||||||
Series C Preferred Stock | 1,491,601 | 1,491,601 | |||||||||||||||||||||
Total | $ | 2,475,159 | $ | 983,558 | $ | 1,491,601 | |||||||||||||||||
The table below provides a summary of the changes in fair value of financial assets and liabilities (for the Company, only derivative liabilities related to common stock purchase warrants, issued in directly in conjunction with debt and preferred stock issuances) measured at fair value on a recurring basis for all derivatives, both level 2 and those using significant unobservable inputs (Level 3 – or only the common stock purchase warrants directly related to Series C Preferred Stock) for the years ended December 31, 2013 and 2012.: | |||||||||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||||||||
Level 2 Inputs | Level 3 Inputs | ||||||||||||||||||||||
Derivative liability - Common Stock Purchase Warrants - Debentures | Derivative liability - Common Stock Purchase Warrants – Series B Preferred Stock | Derivative liability - Common Stock Purchase Warrants – Promissory Notes | Derivative liability - Common Stock Purchase Warrants – Series D Preferred Stock | Total Fair Value Measurements Using Level 2 Inputs | Derivative liability - Common Stock Purchase Warrants – Series C Preferred Stock | Grand Total Fair Value Measurements Using Both Level 2 and Level 3 Inputs | |||||||||||||||||
Balance December 31, 2011 | $ | 26,200 | $ | 67,666 | $ | - | $ | - | $ | 93,866 | $ | 869,261 | $ | 963,127 | |||||||||
Total unrealized (gains) or losses included in net income or (loss) | 59,150 | 102,717 | 110,305 | - | 272,172 | 622,340 | 894,512 | ||||||||||||||||
Issuance of Convertible Promissory Notes Common Stock Purchase Warrants | -- | -- | 120,680 | -- | 120,680 | -- | 120,680 | ||||||||||||||||
Issuance of Series D Preferred Common Stock Purchase Warrants | -- | -- | -- | 496,840 | 496,840 | -- | 496,840 | ||||||||||||||||
Balance December 31, 2012 | $ | 85,350 | $ | 170,383 | $ | 230,985 | $ | 496,840 | $ | 983,558 | $ | 1,491,601 | $ | 2,475,159 | |||||||||
Total unrealized (gains) or losses included in net income or (loss) | (75,143 | ) | (146,106 | ) | (145,161 | ) | (674,550 | ) | (1,040,960 | ) | (1,108,991 | ) | (2,149,951 | ) | |||||||||
Issuance of Series D Preferred Common Stock Purchase Warrants | -- | -- | -- | 401,785 | 401,785 | -- | 401,785 | ||||||||||||||||
Balance December 31, 2013 | $ | 10,207 | $ | 24,277 | $ | 85,824 | $ | 224,075 | $ | 344,383 | $ | 382,610 | $ | 726,993 | |||||||||
3_Acquisitions
3. Acquisitions | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
Note 3 - Acquisitions | ' | ||||
We have acquired certain businesses, as set forth below and accordingly, the accompanying consolidated Financial Statements include the results of operations of each acquired business since the date of acquisition. | |||||
Greenhouse Holdings, Inc. | |||||
On March 5, 2012, the Company consummated its Agreement of Plan and Merger (“Merger Agreement”) with GHH. GHH is a provider of energy efficiency and sustainable facilities services and solutions and audits, designs, engineers and installs products and technologies that enable its clients to reduce their energy costs and carbon footprint. | |||||
The acquisition was accounted for as a business combination. The purchase price was determined by the total market value of the 7,114,482 newly-issued shares (including the Escrow Shares – described below) on March 5, 2012 ($6,403,293), plus the total loans outstanding made by Premier to GHH at the date of the acquisition ($1,030,407), for total consideration of $7,433,700. In allocating the purchase on estimated fair values, the Company recorded goodwill and other intangible assets of $9,150,792 and $478,925, respectively, and recorded net liabilities of $2,196,017. | |||||
Pursuant to the terms of the Merger Agreement, the Company agreed to issue a certain amount of common stock, on a fully diluted basis, subject to adjustments provided in the Merger Agreement. As part of the stock consideration paid to GHH, 1,331,188 shares of common stock were placed in an escrow account. Such escrowed shares were to be released at a later date upon the achievement of certain revenue goals and the satisfaction of certain indemnification obligations. If the escrowed shares were released, GHH stockholders would own, in the aggregate, 17.1% of the combined company. The escrowed shares accrued quarterly, on a pro-rata basis, to the extent that GHH revenues, over a four calendar quarter measurement period exceeded $12 million. If these conditions were not met, the escrowed shares would be returned to the Company. Upon review, the requirements to release a portion, but not all of the escrowed shares, were attained. However, in spite of a number of non-controllable external factors arising, as well as directional changes in the energy business, GHH made measurable progress on many fronts. The Board of Directors took all factors under immediate advisement to determine if a modification to the agreement was warranted and the ultimate course of action for the best interests of the Company. | |||||
As a result, in 2013 a reduction in the escrow shares was made, leaving a balance of 1,064,950 shares in escrow, meaning 266,238 shares were permanently retired. In 2014 new revenue targets were set for the GHH unit for the 2014 calendar year based on the current business direction and focus for the balance of the escrowed shares, | |||||
The retirement of the shares in 2013 occurred outside of the twelve (12) month “window” immediately subsequent to the initial acquisition, and is not to be treated as an adjustment to the initial purchase price allocation. Therefore, the permanent retirement of common shares were recorded at the same value at which they were issued, common stock at par and additional paid in capital were removed from the balance sheet at $266 and $239,348, respectively, and the total of $239,614 was recorded in other income during the six months ended June 30, 2013 on the Statement of Operations, as an “adjustment to estimates recorded at acquisition”. | |||||
Ecological, LLC | |||||
On December 31, 2012, through our wholly owned subsidiary, Ecological Partners, LLC, a New York limited liability company (“EPLLC”), created for the sole purpose of effectuating the acquisition, we purchased substantially all of the assets of Ecological LLC., (“Ecological”) a Delaware limited liability company, pursuant to an Asset Purchase Agreement dated November 15, 2012 (the “Agreement”). Ecological develops and implements energy sustainability action plans for real estate portfolios, buildings, and tenants in order to reduce costs, improve efficiency, achieve regulatory compliance, and increase value. Ecological’s services range from metering and monitoring, to in-depth energy audits and analysis, to executing retrofit projects. | |||||
Pursuant to the Agreement, EPLLC acquired all of the assets of Ecological. In consideration of the Purchased Assets (as defined), the Company paid to Ecological (a) the sum of $3,000,000 in cash ($1,000,000 which was required to remain on the balance sheet of Ecological subsequent to acquisition), and (b) issued 6,381,059 shares valued at $3,956,256. We entered into an employment agreement with Brian King, one of the principals of Ecological, and another principal, Joseph Grano, Jr., accepted the position as our Chairman of the Board of Directors. | |||||
The purchase price of $6,849,605 was paid as follows: (i) $3,000,000 in cash, less assumed liabilities, as defined, on the Closing Date, and (ii) delivery of the Shares within 10 days after the Closing Date. The Company paid a registered investment adviser a referral fee in stock (valued at $120,000) and $120,000 in cash, the sum of which, $240,000, was charged to selling, general and administrative expenses as a transaction cost. Legal fees related to the issuance of stock totaling $37,324 were charged to additional paid in capital. In allocating the purchase price ($6,849,605) on estimated fair values, the Company recorded goodwill and other intangible assets of $6,063,119 and $576,559, respectively, and recorded net assets of $209,927. | |||||
Root9B, LLC | |||||
On November 22, 2013, the Company and its wholly owned subsidiary, Root9B Partners, LLC, consummated an Agreement and Plan of Merger (the “Agreement”) with Root9B LLC, (“Root9B”) a Colorado corporation. Pursuant to the Agreement, Root9B Partners, LLC merged into Root9B, which became a wholly owned subsidiary of the Registrant. Root9B provides cyber security advisory and technical services to governmental and commercial businesses. | |||||
Pursuant to the Agreement, the Company acquired all of the assets of Root9B. In consideration the Company paid $347,886 in cash and issued 2,241,935 restricted shares of the Company’s common stock valued at $1,390,000 for a total purchase price of $1,737,886. The Company entered into employment agreements with Eric Hipkins and Michael Morris, key employees of Root9B. The following table presents the purchase price allocation: | |||||
Consideration | $ | 1,737,886 | |||
Assets Acquired: | |||||
Current Assets | $ | 315,377 | |||
Property & Equipment, net | 96,244 | ||||
Intangible assets | 181,807 | ||||
Goodwill | 2,034,398 | ||||
Total assets acquired | 2,627,826 | ||||
Liabilities Assumed: | |||||
Accounts Payable | 283,827 | ||||
Notes Payable | 220,320 | ||||
Billings in excess of costs | 337,060 | ||||
Accrued Expenses | 48,733 | ||||
Total liabilities assumed | 889,940 | ||||
Net Assets Acquired | $ | 1,737,886 | |||
The acquired intangibles include customer relationships valued at $131,807 being amortized over 4 years and trade name valued at $50,000 being amortized over 5 years. | |||||
4_Property_and_Equipment
4. Property and Equipment | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Notes to Financial Statements | ' | |||||||||||
Note 4 - Property and Equipment | ' | |||||||||||
The principal categories and estimated useful lives of property and equipment are as follows: | ||||||||||||
Estimated | ||||||||||||
2013 | 2012 | Useful Lives | ||||||||||
Office equipment | $ | 491,422 | $ | 453,485 | 5 years | |||||||
Furniture and fixtures | 216,509 | 140,165 | 7 years | |||||||||
Vehicles | 30,567 | 27,300 | 5 Years | |||||||||
Computer software | 56,528 | 30,133 | 3 years | |||||||||
Leasehold improvements | 115,068 | 119,729 | ** | |||||||||
Land | 300,915 | 302,250 | N/A | |||||||||
1,211,009 | 1,073,062 | |||||||||||
Less: accumulated depreciation | (617,984 | ) | (532,492 | ) | ||||||||
$ | 593,025 | $ | 540,570 | |||||||||
** The lesser of useful life or the minimum lease term. | ||||||||||||
5_Marketable_Securities_Classi
5. Marketable Securities Classified as Trading Securities | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Note 5 - Marketable Securities Classified as Trading Securities | ' | ||||||||||||
Under FASB ASC Topic 320 “Investments-Debt and Equity Securities”, securities that are bought and held principally for the purpose of selling them in the near term (thus held only for a short time) are classified as trading securities. Trading generally reflects active and frequent buying and selling, and trading securities are generally used with the objective of generating profits on short-term differences in price. All inputs used to value the securities are based on Level 1 inputs under FASB ASC Topic 820 “Fair Value Measurements and Disclosures”. The unrealized holding loss as of December 31, 2013 and 2012, respectively, is as follows: | |||||||||||||
Fair Market | Holding | ||||||||||||
Cost | Value | Gain (Loss) | |||||||||||
31-Dec-13 | $ | 42,504 | $ | 36,510 | $ | 5,403 | |||||||
31-Dec-12 | $ | 42,504 | $ | 31,107 | $ | 253 | |||||||
6_Investment_in_Limited_Liabil
6. Investment in Limited Liability Company | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Note 6 - Investment in Limited Liability Company | ' |
The Company has an investment in a limited liability company, which owns approximately 33 percent of the office building that the Company leases office space from in Charlotte, North Carolina. The Company’s investment represents an approximate 3 percent share of ownership in the limited liability company. Based on the Company’s ownership percentage, the Company accounts for its investment using the cost method. Accordingly, the carrying value of $100,000 is equal to the capital contribution the Company has made. Income is recognized when capital distributions are received by the Company and totaled $2,400 and $2,400 for the years ended December 31, 2013 and 2012, respectively. | |
7_Goodwill_Impairment
7. Goodwill Impairment | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Note 7 - Goodwill Impairment | ' |
The Company completed an annual impairment evaluation for the years ended December 31, 2013 and 2012 applying both Step 1 and Step 2 tests as applicable in FASB ASC 350. Our annual goodwill impairment testing date is October 1 of each year. In determining impairment charges, the Company uses various valuation techniques applying both the income approach and market approach for each reporting unit. During 2013, the Company recorded a goodwill impairment write-down of $4,472,089 related to its Energy Solutions business segment / reporting unit, which is reflected in the Statement of Operations. During 2012, the Company recorded a goodwill impairment write-down of $4,378,182 related to its Energy Solutions business segment / reporting unit, which is reflected in the Statement of Operations. The balance recorded as goodwill as of December 31, 2013 and 2012 is $10,715,807 and $13,153,497, respectively, net of accumulated impairment of $10,606,032 and $6,133,943, respectively. |
8_Accrued_Expenses
8. Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 8 - Accrued Expenses | ' | ||||||||
Accrued expenses consisted of the following at December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Accrued payroll | $ | 585,955 | $ | 549,287 | |||||
Accrued vacation | 332,932 | 152,142 | |||||||
Deferred revenue | 434,406 | 97,597 | |||||||
Other accrued liabilities | 401,561 | 436,233 | |||||||
$ | 1,754,854 | $ | 1,235,259 | ||||||
9_Notes_Payable
9. Notes Payable | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Note 9 - Notes Payable | ' |
On July 5, 2013, the Company entered into a new asset based revolving line of credit arrangement with a financial institution. The new line of credit is limited to a borrowing base of 80% of eligible receivables or $3,000,000 and interest is at the one month LIBOR plus 225 basis points. The Company incurred total fees of $7,500 in deferred loan costs in conjunction with arranging this new facility. The line is renewable annually. The Company was required, as a first priority security interest, to maintain a compensating balance of $3 million on account at this financial institution. The loan terms include a release provision on the compensating balance, reducing it as the Company meets net operating income thresholds set forth in the loan agreement and as of December 31, 2013 the compensating balance is $3 million. Outstanding borrowings under this agreement were $2,502,604 at December 31, 2013. In addition, as a part of the Root9B acquisition the Company assumed notes payable in the amount of $218,635. These notes have been subsequently paid off in January 2014. | |
Prior to entering into the line of credit discussed above, the Company had a loan agreement for a line of credit with a different financial institution, providing the Company with a maximum credit line of $1,500,000. The line of credit was secured by all assets of the company and personal guarantees by three executives. Borrowings under the agreement bear interest at LIBOR plus 2.75 percent, payable monthly, with a set minimum interest rate of 4 percent and maximum interest rate of 25 percent. At December 31, 2012, the interest rate was 4 percent. The line of credit was also subject to certain financial covenants. Outstanding borrowings under this loan agreement were $1,094,263 at December 31, 2012. The line of credit was due January 19, 2013. At December 31, 2012, the Company was not in compliance with the coverage covenant contained in the loan agreement, but subsequently received a waiver from the bank regarding such non-compliance. Effective January 23, 2013, the Company and its financial institution entered into a loan modification under the then existing line of credit. The Company incurred $8,275 in deferred loan costs with this modification. All terms remained the same with the maturity date extended to until July 19, 2013. The borrowings under this line of credit were limited to 75% of eligible receivables or $1,500,000. | |
10_LongTerm_Debt
10. Long-Term Debt | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 10 - Long-Term Debt | ' | ||||||||
Long-term debt as of December 31, 2013 and 2012 consists of the following: | |||||||||
2013 | 2012 | ||||||||
Note payable to former owner of ERMS, related to acquisition on | |||||||||
January 1, 2011. | $ | - | $ | 40,805 | |||||
Dell Commercial Credit is a revolving line of credit with minimum | |||||||||
payments of $160 a month with an interest rate of 16.99%. This | |||||||||
amount was paid in full in January 2013 | - | 4,769 | |||||||
Dell Financial Service Note, due in 50 monthly installments of | |||||||||
$166.31 ending May 2016. Payments include interest of 18% | 2,354 | 3,874 | |||||||
First Citizens Tenant Loan has monthly payments of $1,259 at an | |||||||||
interest rate of 6.25% and matured on July 2013. | - | 116,506 | |||||||
Capitalized lease obligations, due in 36 monthly installments of | |||||||||
$1,047 paid off in October 2013. Payments include interest at 4% | |||||||||
Secured by property costing $35,469. | - | 10,281 | |||||||
Xerox Copier Lease, due in 63 monthly installments of 145.12 | |||||||||
ending in April 2018. Payments include interest at 4%. | 6,918 | - | |||||||
9,272 | 175,785 | ||||||||
Current portion | (3,846 | ) | (175,785 | ) | |||||
Long-term portion | $ | 5,426 | $ | - | |||||
11_Stockholders_Equity
11. Stockholders' Equity | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes to Financial Statements | ' | ||
Note 11 - Stockholders' Equity | ' | ||
Common Stock: | |||
Generally, the Company issues common stock in connection with acquisitions, as dividends on preferred stock and upon conversion of preferred shares to common stock. | |||
In 2013, the Company issued 2,241,935 shares in connection with the acquisition of Root9B, 1,850,452 shares as dividends on preferred stock, 1,000,000 shares upon conversion of Series D convertible Preferred stock, 308,000 shares related to services to GHH prior to the acquisition, and the Company retired 266,238 shares that were related to the acquisition of GHH in 2012. | |||
In 2012, the Company issued 7,219,388 shares in connection with the acquisition of GHH, 6,536,903 shares related to the Ecological acquisition, 416,070 shares as dividends on preferred stock, and an additional 13,001 shares related to the GHH acquistion. | |||
7% Series B Convertible Preferred Stock: | |||
During 2010, we issued 1,200,000 shares of 7% Series B Convertible Preferred Stock (“Series B Preferred Stock”), along with 1,058,940 detachable warrants. The holders of shares of Series B Convertible Preferred Stock are entitled to receive a 7 percent annual dividend until the shares are converted to common stock. The warrants, immediately exercisable, are for a term of five years, and entitle the holder to purchase shares of common stock at an exercise price of $ 0.77 per share. As of December 31, 2013 and 2012, 1,160,000 shares of the Series B Preferred Stock remain outstanding. | |||
Series C Convertible Preferred Stock: | |||
On March 1, 2011, the Company designated 2,500,000 shares of its preferred stock as Series C Convertible Preferred Stock; $.001 par value per share (“Series C Preferred Stock”), each share is priced at $2.10 and, when issued, included 3 warrants at an exercise price of $0.77 which expire in 5 years. The Series C Preferred Stock (a) is convertible into three shares of common stock, subject to certain adjustments, (b) pays 7 percent dividends per annum, payable annually in cash or shares of common stock, at the Company’s option, and (c) is automatically converted into common stock should the price of the Company’s common stock exceed $2.50 for 30 consecutive trading days. The warrants issued in connection with the preferred stock contain full-ratchet anti-dilution provisions that require them to be recorded as a derivative instrument. | |||
During 2011 the Company issued 2,380,952 shares of Series C Preferred Stock and 8,217,141 warrants. All of these shares were outstanding as of December 31, 2013 and 2012. | |||
7% Redeemable Convertible Promissory Notes and Conversion into 8% Redeemable Convertible Series D Preferred Stock: | |||
On November 16, 2012, the Company issued $750,000 of its 7% Redeemable Convertible Promissory Notes (“Promissory Notes”) to accredited investors with simple interest on a 365 basis payable on the maturity date in cash or common stock, at the Company’s option. The Securities consist of 7% Convertible Notes with 50% warrant coverage. The Promissory Notes will convert at the earlier of 15 months or will automatically convert at the closing of the next round of financing by the Company into the same security as the next round of financing, at the lesser of $0.50 per share or at a 25% discount to the next round of financing and warrants to acquire 50% of the number of shares, with a strike price of the lesser of $0.65 per share or the strike price of the next warrants at such financing. The warrants have a four year term. The Company can call the warrants if: (i) the shares underlying the warrants are registered and; (ii) the stock, subsequent to registration, trades above $1.30 a day for 10 consecutive trading days and averages in excess of 50,000 shares a day in volume. Weighted average anti-dilution provisions are in place for one year on the stock after conversion and for three years on the warrants. The Company paid $29,614 in legal fees, $9,500 in diligence fees to the placement agent and a success fee of 10% or $75,000 to the placement agent. The Company received net proceeds of $635,886, issued 750,000 warrants to the note holders and 120,000 warrants to the registered placement agent. | |||
Due to the full-ratchet anti-dilution protection in the warrants, they are considered to be derivative instruments. As such, the fair value of the warrants directly associated with the Promissory Notes at date of issuance of $117,825 was recorded as a derivative liability. Additionally, the fair value of the placement warrants, $18,852, associated with the issuance was also recorded as a derivative liability with a charge to deferred financing costs. In addition, the issuance of the Notes and warrants also included an embedded beneficial conversion feature of $251,828 which was recorded as a debt discount and as additional paid in capital. | |||
In accordance with the Securities Purchase Agreement with the Promissory Notes, the Notes were mandatorily convertible by the Company into the same security as the next round of financing. As discussed above, on December 26, 2012, the Company issued $7,046,000 in Series D 8% Redeemable Convertible Preferred Stock; hence, triggering the mandatory conversion of the Notes into the Series D Preferred Stock. As a result, the Company had to (i) write-off the unamortized portion of the debt discount and charge the statement of operations with $339,092 in interest expense-debt discount, (ii) write-off the face value of the $750,000 Notes and all of the deferred financing costs associated with the Notes of $132,966, (iii) record the intrinsic value of the embedded beneficial conversion feature associated with the issuance of the Series D Preferred Stock in this conversion of $552,966 by charging deemed dividend to preferred shareholders with an offset to additional paid in capital, and (iv) record the issuance of the Series D Preferred Stock for the par value of the 750 shares into which the Notes converted and record the additional paid in capital of $617,035. | |||
Series D Convertible Preferred Stock: | |||
In October 2012, the Company created up to 15,000 Units, each Unit consisting of one share of Series D 8% Redeemable Convertible Preferred Stock (“Series D Preferred Stock”) and a warrant to purchase ¼ of the number of shares of the Company’s common stock issuable upon conversion of one share of the Preferred Stock. The purchase price of one Unit is $1,000. Dividends are 8% per annum, payable semi-annually in cash or shares of common stock at the Company’s option. The Series D Preferred Stock is convertible into common stock at the total purchase price divided by $0.75 (the “conversion rate”), and collectively, the “conversion price”. The warrants are for a term of five years and have a strike price of $1.125 per share. The Preferred Stock shall automatically convert into common stock, at the conversion rate, upon (i) the completion of a firm commitment underwritten public offering of the Company’s shares of common stock resulting in net proceeds to the Company of at least $10,000,000 and is offered at a price per share equal to at least 200% of the conversion price (subject to adjustment for any stock splits, stock dividends, etc.), (ii) upon the affirmative vote of the holders of a majority of the outstanding shares of Preferred Stock, or (iii) on the second anniversary of the issue date of the Preferred Stock. The Preferred Stock contains anti-dilution protection. Holders of the Preferred Stock shall vote together with the holders of common stock on an as-converted basis. | |||
On December 26, 2012, the Company closed an offering of this Preferred Stock to accredited investors. The Company sold 7,046 shares of Series D Preferred Stock and 2,348,685 warrants, with an exercise price of $1.125, for gross proceeds of $7,046,000. In connection with the sale of these securities, $704,600 was paid and 939,467 warrants were issued, with an exercise price of $1.125, to a registered broker. In addition, $100,000 and $6,500 in legal and escrow fees were paid. The Company received net proceeds of $6,234,900. The issuance of this Preferred Stock contained an embedded beneficial conversion feature, the intrinsic value of which was $607,312 and was recorded as a deemed dividend to preferred shareholders during the year ended December 31, 2012. | |||
The combined 3,288,152 warrants issued in connection with the Preferred Stock contain full-ratchet anti-dilution provisions that require them to be recorded as a derivative instrument. The fair value of these derivatives were valued at $496,840 and recorded as a derivative liability. | |||
Additionally, the Company issued 7% Redeemable Convertible Promissory Notes and Warrants (“Promissory Notes”) on November 16, 2012. These Promissory Notes were mandatorily convertible into the “next round of financing” by the Company. The next round of financing was the Series D Preferred Stock described above. . | |||
On January 25, 2013, the Company closed an additional private placement financing from the sale of its Series D 8% Redeemable Convertible Preferred Stock (“Series D Preferred Stock”) to accredited investors. The Company sold 3,955 shares of its Series D Preferred Stock and issued 1,318,363 warrants, with an exercise price of $1.125, for gross proceeds of $3,955,001. In connection with the sale of these securities, $395,500 was paid and 527,334 warrants were issued, with an exercise price of $1.125, to a registered broker. In addition, Blue Sky filing fees of $1,550 were incurred. The Company received net proceeds of $3,557,951. | |||
On February 26, 2013, the Company closed the final private placement financing from the sale of its Series D Preferred Stock to accredited investors. The Company sold 2,125 shares of its Series D Preferred Stock and issued 708,344 warrants, with an exercise price of $1.125, for gross proceeds of $2,125,000. In connection with the sale of these securities, $212,500 was paid and 283,334 warrants were issued, with an exercise price of $1.125, to a registered broker. In addition, legal fees of $18,300 were incurred. The Company received net proceeds of $1,894,200. | |||
Stock Options: | |||
In May 2008, the Company and shareholders adopted a stock incentive plan, entitled the 2008 Stock Incentive Plan (the “Plan”), authorizing the Company to grant stock options of up to 10,000,000 common shares for employees and key consultants. All options are approved by the Compensation Committee. As of December 31, 2013 there were 4,360,136 shares available for grant under the Plan. | |||
The Company’s results for 2013 and 2012 include stock option based compensation expense of $178,000 and $619,000, respectively. These amounts are included within SG&A expenses on the Statement of Operations. There were no tax benefits recognized in 2013 or 2012 for stock option based compensation. | |||
The Company grants stock options to key employees and Board members at prices not less than the fair market value of the Company’s common stock on the grant date. Options issued expire either at five or ten years from the date of grant. The options are exercisable either immediately or based on a vesting schedule over 1 to 4 years. Compensation cost is recognized on a straight line basis based on the applicable vesting schedule. The Company uses the Black-Scholes valuation method to estimate the grant date fair value of each option. The fair values of options granted were estimated using the following weighted-average assumptions: | |||
Years Ended | |||
31-Dec-13 | 31-Dec-12 | ||
Exercise price | $0.59 | $0.56 - $1.00 | |
Risk free interest rate | 1.39% | 0.60% to 1.15% | |
Volatility | 32.83% | 32.9% - 35.44% | |
Expected Term | 5 Years | 5 Years | |
Dividend yield | None | None | |
The expected dividend yield is zero as the Company does not currently pay dividends. As the Company’s common stock has very low trading volume, volatility is calculated based on the average volatility of a group of peer Company’s. The risk free interest rate is based on the U.S. Treasury rates on the grant date with maturity dates approximating the expected life of the option on the grant date. The expected term is an estimate based on the term and historical stock price. As there are no options currently in the money the expected term approximates the initial term of the granted options. These assumptions are evaluated and revised for future grants, as necessary, to reflect market conditions and experience. There were no significant changes made to the methodology used to determine the assumptions during 2013. The weighted-average grant-date fair value of stock options granted was $0.18 during 2013 and $0.20 during 2012. The following represents the activity under the stock incentive plan as of December 31, 2013 and changes during the two years then ended: | |||
Weighted Average | |||
Outstanding Options | Exercise Price | ||
Outstanding at December 31, 2011 | 2,057,192 | $0.93 | |
Issued | 3,307,192 | $0.79 | |
Forfeitures | -249,520 | $1.00 | |
Outstanding at December 31, 2012 | 5,114,864 | $0.84 | |
Issued | 525,000 | $0.59 | |
Outstanding at December 31, 2013 | 5,639,864 | $0.83 | |
Exercisable at December 31, 2013 | 5,239,864 | $0.82 | |
The weighted-average remaining contractual life for options outstanding at December 31, 2013 was 4.6 years and for options exercisable at December 31, 2013 was 4.7 years. The aggregate intrinsic value of options outstanding at December 31, 2013 was $3,500 and for options exercisable at December 31, 2013 was $3,500. As of December 31, 2013 there was approximately $47,000 of unrecognized compensation cost related to outstanding stock options. The unrecognized compensation cost will be recognized over a weighted-average period of 0.8 years. | |||
Warrants: | |||
The Company predominantly issues warrants to purchase Common Stock in connection with the issuance of equity, in particular the issuance of the Series B, C and D Convertible Preferred Stock. The Company has also issued warrants for service to board members in the past and outside companies. Additionally, the Company has issued warrants in connection with an acquisition (specifically, warrants were issued in connection with the GHH acquisition to convert GHH warrants to Premier warrants). 16,771,608 of the 19,112,360 outstanding warrants have been issued in connection with equity instruments and are accounted for as a derivative liability. The remaining 2,340,752 warrants were issued for services to board members or external companies or in connection with the GHH acquisition. and have been recorded based on fair value. The warrants expire 5 years from the date of issuance. Generally, warrants vest immediately or over a vesting schedule of between 1 and 3 years. The Company uses the Black-Scholes or Binomial” valuation method, as appropriate to estimate the grant date fair value of each warrant. The fair values of warrants granted were estimated using the following weighted-average assumptions: | |||
Years Ended | |||
31-Dec-13 | 31-Dec-12 | ||
Exercise price | $0.80 | $0.80 - $1.10 | |
Risk free interest rate | 1.39% | 0.63% to 1.22% | |
Volatility | 33.13% | 32.6% - 35.44% | |
Expected Term | 5 Years | 4.75 to 5 Years | |
Dividend yield | None | None | |
The following represents the activity under the stock incentive plan as of December 31, 2013 and changes during the two years then ended: | |||
Outstanding Warrants | Weighted Average | ||
Exercise Price | |||
Outstanding at December 31, 2011 | 10,669,081 | $0.78 | |
Issued | 5,325,152 | $1.00 | |
Issued pursuant to GHH acquisition | 300,663 | $14.65 | |
Cancelled | -44,911 | $2.87 | |
Outstanding at December 31, 2012 | 16,249,985 | $1.10 | |
Issued | 2,862,375 | $1.12 | |
Outstanding at December 31, 2013 | 19,112,360 | $1.11 | |
12_Capital_Stock_Authorized
12. Capital Stock Authorized | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Note 12 - Capital Stock Authorized | ' |
In April 2012, the Company increased its authorized shares of capital stock. Total shares of preferred stock were increased from 5,000,000 to 10,000,000. During 2012, the Board of Directors designated 15,000 shares of preferred stock as Series D 8% Redeemable Convertible Preferred Stock. As of December 31, 2013 and 2012, the Company had issued 13,376 and 7,796 shares of this Preferred Stock, respectively. The remaining authorized but unissued shares totaling 4,985,000 have not been designated to a specific class. Total authorized shares of common stock were increased from 45,000,000 to 90,000,000. No shares of the additional authorized common shares have been issued. |
13_Income_Taxes
13. Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 13 - Income Taxes | ' | ||||||||
Significant components of the income tax benefit (expense) are summarized as follows: | |||||||||
2013 | 2012 | ||||||||
Current provision: | |||||||||
Federal | $ | 0 | $ | 0 | |||||
State | 0 | 0 | |||||||
Deferred provision: | |||||||||
Federal | 0 | (327,000 | ) | ||||||
State | 0 | (69,000 | ) | ||||||
$ | 0 | $ | (396,000 | ) | |||||
A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate on income before income taxes for the years ended December 31, 2013 and 2012 follows: | |||||||||
2013 | 2012 | ||||||||
Federal statutory rate | 34 | % | 34 | % | |||||
Book derivative (income) expense | 12 | (3.3 | ) | ||||||
Change in valuation allowance | (46.1 | ) | (16.7 | ) | |||||
Intangibles impairment | -- | -- | |||||||
Stock compensation expense | (1.1 | ) | (2.8 | ) | |||||
Goodwill impairment | -- | (16.0 | ) | ||||||
State income taxes, net of federal income tax benefit | 1.3 | 0.9 | |||||||
Officers’ life insurance | 0.3 | -- | |||||||
Meals & Entertainment | (0.1 | ) | (0.2 | ) | |||||
Other | (0.3 | ) | (0.2 | ) | |||||
0 | % | (4.3 | )% | ||||||
The Company provides for income taxes using the liability method in accordance with FASB ASC Topic 740 “Income Taxes”. Deferred income taxes arise from the differences in the recognition of income and expenses for tax purposes. Deferred tax assets and liabilities are comprised of the following at December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Deferred income tax assets: | |||||||||
Operating loss carry forward | $ | 2,740,000 | $ | 1,526,000 | |||||
Acquired NOL – Ecological acquisition | 164,910 | 164,910 | |||||||
Accrued compensation | 96,000 | 48,000 | |||||||
Allowance for doubtful accounts | 100,000 | 7,000 | |||||||
Trading securities | 0 | 0 | |||||||
Intangible assets | 1,860,000 | 0 | |||||||
Investment in equity-method investee | 0 | 0 | |||||||
Total deferred tax assets | 4,960,910 | 1,745,910 | |||||||
Less: valuation allowance | (4,960,910 | ) | ( 1,745,910 | ) | |||||
Deferred income tax assets | $ | 0 | $ | 0 | |||||
Deferred income tax liabilities: | |||||||||
Property and equipment | $ | (85,000 | ) | $ | (85,000 | ) | |||
Total deferred tax liabilities | $ | (85,000 | ) | $ | ( 85,000 | ) | |||
Net deferred income taxes: | |||||||||
Current | $ | 0 | $ | 0 | |||||
Non-current | 0 | 0 | |||||||
$ | 0 | $ | 0 | ||||||
A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company provided a valuation allowance for all current deferred tax assets ($2,936,000), which is primarily comprised of net operating loss carry forwards of ($2,740,000) and a full valuation allowance for the noncurrent deferred tax asset of $2,024,910 representing the impairment of goodwill and intangible assets for the Energy Solutions segment and net operating loss carry forwards acquired in the Ecological acquisition on December 31, 2012. Management made the assessment at the end of both 2013 and 2012 that a full valuation allowance for the these deferred tax assets should be provided based on consideration of recent net operating losses and the results of goodwill impairment tests in both 2013 and 2012, that it was no longer, at this time, more likely than not that the deferred tax assets would be recoverable. Management will continue to monitor the status of the recoverability of deferred tax assets. At December 31, 2013, the Company has an income tax net operating loss carry forward of approximately $673,000 that begins to expire in 2031, an income tax net operating loss carry forward of approximately $3,193,000 that begins to expire in 2032, and an income tax net operating loss carry forward of approximately $3,082,000 that begins to expire in 2033. |
14_Net_Loss_Per_Share
14. Net Loss Per Share | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 14 - Net Loss Per Share | ' | ||||||||
Basic net income or loss per common share is computed by dividing net income or loss for the period by the weighted - average number of common shares outstanding during the period. Diluted income or loss per share is computed by dividing net income or loss for the period by the weighted - average number of common and common equivalent shares, such as stock options, warrants and convertible securities outstanding during the period. Such common equivalent shares have not been included in the Company’s computation of net income (loss) per share when their effect would have been anti-dilutive based on the strike price as compared to the average trading price or due to the Company’s net losses attributable to common stockholders. | |||||||||
2013 | 2012 | ||||||||
Basic: | |||||||||
Numerator –net loss available to common stockholders | $ | (7,916,046 | ) | $ | (11,175,145 | ) | |||
Denominator – weighted – average shares outstanding | 24,052,686 | 14,057,162 | |||||||
Net loss per share – Basic and diluted | $ | (0.33 | ) | $ | (0.79 | ) | |||
Incremental common shares (not included due to their anti-dilutive nature) : | |||||||||
Stock options | 5,639,864 | 5,114,864 | |||||||
Stock warrants | 19,112,360 | 16,249,985 | |||||||
Convertible preferred stock – Series B | 1,160,000 | 1,160,000 | |||||||
Convertible preferred stock – Series C | 7,142,856 | 7,142,856 | |||||||
Convertible preferred stock – Series D | 18,001,392 | 10,894,685 | |||||||
51,056,472 | 40,562,390 | ||||||||
15_Commitments_and_Contingenci
15. Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Notes to Financial Statements | ' | |||
Note 15 - Commitments and Contingencies | ' | |||
The Company is obligated under various operating leases for office space and automobiles and is obligated under non-cancelable contracts with job search firms. | ||||
The future minimum payments under non-cancelable operating leases and non-cancelable contracts with initial remaining terms in excess of one year as of December 31, 2013, are as follows: | ||||
2014 | $ | 492,281 | ||
2015 | $ | 408,137 | ||
2016 | $ | 252,727 | ||
2017 | $ | 189,767 | ||
2018 | $ | 47,933 | ||
The leases cover office premises and leased vehicles. Of these leases a total of $20,706 is allocated for vehicle leases and $1,213,087 is for office premises. Non-cancellable contracts with talent acquisition search engines account for $40,405 of the obligations. The above schedule of contractual obligations does not include dividends on preferred stock as they have not been declared, and the Company has the option of paying the dividends in cash or common stock of the Company at its discretion. The Company has several employment contracts in place with key management which are in the normal course and have not been included in the above table. | ||||
Expenses for operating leases during 2013 and 2012 were approximately $620,699 and $426,908, respectively. | ||||
The Company has a three percent ownership interest in a limited liability company that owns approximately 33 percent of the building the Company leases office space from in Charlotte, North Carolina. Additionally, an individual stockholder of the Company owns approximately 30 percent of the same limited liability company. Rent expense pertaining to this operating lease during 2013 and 2012 was $167,461 and $111,961, respectively. | ||||
16_Employee_Benefit_Plan
16. Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Note 16 - Employee Benefit Plan | ' |
The Company has a 401(k) plan which covers substantially all employees. Plan participants can make voluntary contributions of up to 15 percent of compensation, subject to certain limitations. Under this plan, the Company matches a portion of employee deferrals. Total company contributions to the plan for the years ended December 31, 2013 and 2012 were approximately $62,007 and $22,925, respectively. |
17_Advertising
17. Advertising | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Note 17 - Advertising | ' |
The Company expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 2013 and 2012 were $23,231 and $9,356, respectively. |
18_Major_Customers
18. Major Customers | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Note 18 - Major Customers | ' |
Approximately 47 and 45 percent of total revenues were earned from the Company’s top five customers for the years ended December 31, 2013 and 2012, respectively. |
19_Segment_Information
19. Segment Information | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Note 19 - Segment Information | ' | ||||||||||||
The Company operates in two business segments: the Business Solutions segment and the Energy Solutions segment. The Business Solutions segment provides business advisory and consulting services and solutions primarily in the following areas: risk, data, organizational change and cyber. The Energy Solutions segment works with customers to assess, design and install processes and automation to address energy regulation, strategy, cost, and usage initiatives. The Energy Solutions segment operated for the full year in 2013 and only partially in 2012 as it was formed from the GHH acquisition (March 2012) and the Ecological acquisition (December 2012). | |||||||||||||
The performance of the business is evaluated at the segment level. Cash, debt and financing matters are managed centrally. These segments operate as one from an accounting and overall executive management perspective, though each segment has senior management in place; however they are differentiated from a marketing and customer presentation perspective, though cross-selling opportunities exist and continue to be pursued. Condensed summary segment information follows for the year ended December 31, 2013 and 2012. | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Business Solutions | Energy Solutions | Total | |||||||||||
Revenue | $ | 14,491,225 | $ | 11,908,691 | $ | 26,399,916 | |||||||
Income from Operations before Overhead | $ | 1,357,309 | $ | (1,230,998 | ) | $ | 126,311 | ||||||
Unallocated Corporate Overhead | 4,167,272 | ||||||||||||
Loss from Operations | $ | (4,040,961 | ) | ||||||||||
Assets | $ | 14,386,175 | $ | 10,182,734 | $ | 24,568,909 | |||||||
Year Ended December 31, 2012 | |||||||||||||
Business Solutions | Energy Solutions | Total | |||||||||||
Revenue | $ | 16,524,648 | $ | 2,947,367 | $ | 19,472,015 | |||||||
Income from Operations before Overhead | $ | 2,128,784 | $ | (1,526,237 | ) | $ | 602,547 | ||||||
Unallocated Corporate Overhead | 4,233,504 | ||||||||||||
Loss from Operations | $ | (3,630,957 | ) | ||||||||||
Assets | $ | 9,441,501 | $ | 13,632,836 | $ | 23,074,337 | |||||||
20_Summary_ProForma_Financial_
20. Summary Pro-Forma Financial Information (unaudited) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 20 - Summary Pro - Forma Financial Information (unaudited) | ' | ||||||||
The following unaudited summary pro-forma data summarizes the results of operations for the years ended December 31, 2013 and 2012 as if the purchase of Greenhouse Holdings, Inc., Ecological, LLC and Root9B, LLC had all been completed January 1, 2012. The summary pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place on January 1, 2012. | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Net revenues | $ | 27,974,863 | $ | 21,119,901 | |||||
Operating loss | (3,984,627 | ) | (5,811,735 | ) | |||||
Net loss per share – basic | $ | (0.15 | ) | $ | (0.24 | ) | |||
Net loss per share- diluted | $ | (0.15 | ) | $ | (0.24 | ) | |||
21_Related_Party_Transactions
21. Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Note 21 - Related Party Transactions | ' |
On January 28, 2013, the Company paid dividends on its Series C Preferred Stock in Common Stock of the Company. Of this dividend, $140,000, equating to 175,000 shares was paid to River Charitable Remainder Unitrust f/b/o Isaac Blech, which is controlled by Isaac Blech, Vice Chairman of the Company’s Board of Directors. On January 16, 2014, the Company also paid dividends on its Series C Preferred Stock in Common Stock of the Company – see Note 22 – Subsequent Events below. Of this dividend, $140,000, equating to 241,379 shares was paid to River Charitable Remainder Unitrust f/b/o Isaac Blech, which is controlled by Isaac Blech, Vice Chairman of the Company’s Board of Directors. |
22_Subsequent_Events
22. Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Note 22 - Subsequent Events | ' |
The Series B preferred stock accrues 7 percent per annum dividends. The dividends began accruing April 30, 2010, and are cumulative. Dividends are payable annually in arrears. At December 31, 2013, $56,840 of dividends has accrued on these shares, respectively. However, they are unrecorded on the Company’s books until declared. On January 16, 2014 the Company declared dividends on its Series B and the Company paid the dividends in Company common stock. On January 16, 2014 the Company issued 98,003 shares to the 7% Series B Convertible Preferred Stockholders. | |
The Series C preferred stock accrues 7 percent per annum dividends. The dividends began accruing March 3, 2011, and are cumulative. Dividends are payable annually in arrears. At December 31, 2013, $350,000 of dividends has accrued on these shares. However, they are unrecorded on the Company’s books until declared. On January 16, 2014 the Company declared dividends on its Series C and the Company paid the dividends in Company common stock. On January 16, 2014 the Company issued 603,448 shares to the 7% Series C Convertible Preferred Stockholders. |
1_Description_of_Business_and_1
1. Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Description Of Business And Summary Of Significant Accounting Policies Policies | ' | ||||
Description of Business | ' | ||||
We are a provider of Cyber Security, Energy, and Business Advisory Solutions delivering integration and consulting services. We help clients in diverse industries improve performance, comply with complex regulations, reduce costs, leverage and integrate technology, and stimulate growth. We team with our clients to deliver sustainable and measurable results. Our primary focus is using our expertise on issues related to three key areas for customers; (i) cyber security, (ii) energy usage and strategy, and (iii) performance, risk and compliance initiatives. We work with our customers to assess, design, and provide customized advice and solutions that are tailored to address each client’s particular needs. We provide solutions and services to a wide variety of organizations including Fortune 500 companies, medium-sized businesses and governmental entities. | |||||
Principles of Consolidation | ' | ||||
The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany balances and transactions have been eliminated. | |||||
Use of Estimates | ' | ||||
The preparation of the Company’s consolidated financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | |||||
Cash and cash equivalents | ' | ||||
The Company considers all highly liquid investments having an original maturity of three months or less to be cash equivalents. Amounts invested may exceed federally insured limits at any given time. As a result of the Company’s cash management system, checks issued but not presented to the banks for payment may create negative book cash balances. Such negative balances are included in trade accounts payable and totaled $0 and $184,889 at December 31, 2013 and 2012, respectively. | |||||
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Company from time to time may have amounts on deposit in excess of the insured limits (FDIC limits are $250,000). The Company periodically assesses the financial condition of the institutions and believes that the risk of loss is remote. | |||||
Notes receivable | ' | ||||
Notes receivable are recorded at the amounts advanced under the respective note and security agreements. The Company analyzes each note for impairment of possible credit losses at each reporting period. Any allowances for credit losses are recorded in the statement of operations in the period such losses become determinable. | |||||
Accounts receivable | ' | ||||
Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense is included in general and administrative expenses, if any. At December 31, 2013 and 2012, the allowance for doubtful accounts was $252,864 and $83,325, respectively. | |||||
Marketable Securities | ' | ||||
Marketable equity securities are accounted for as trading securities and are stated at market value with unrealized gains and losses accounted for in other income (expense). | |||||
Property and equipment | ' | ||||
Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Maintenance and repair costs are expensed as incurred. Gains or losses on dispositions are reflected in income. Property and equipment includes equipment under capital leases of $35,469 at both December 31, 2013 and 2012. Amounts included on the balance sheet at December 31, 2013 and 2012 under capital leases are net of accumulated depreciation of $22,464 and $15,370, respectively. | |||||
Valuation of goodwill and intangible assets | ' | ||||
Our intangible assets include goodwill, trademarks, non-compete agreements, patents and purchased customer relationships, all of which are accounted for based on Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 350 Intangibles-Goodwill and Other. As described below, goodwill and intangible assets that have indefinite useful lives are not amortized but are tested at least annually for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired. Intangible assets with limited useful lives are amortized using the straight-line method over their estimated period of benefit, ranging from two to eight years. Such valuations require critical estimates and assumptions which include, but are not limited to i) information included in our business plan, ii) estimated cash flows, and iii) discount rates. | |||||
Impairment Testing | ' | ||||
Our goodwill impairment testing is calculated at the reporting or segment unit level. Our annual impairment test has two steps. The first identifies potential impairments by comparing the fair value of the reporting or segment unit with its carrying value. If the fair value exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, a write-down is recorded. | |||||
The impairment test for the other intangible assets is performed by comparing the carrying amount of the intangible assets to the sum of the undiscounted expected future cash flows whenever events or circumstances indicate that an impairment may have occurred. If the sum of the future undiscounted cash flows is less than the carrying amount of the intangible asset or to its related group of assets, an impairment charge is recorded to the extent that the carrying amount of the intangible asset exceeds its fair value. | |||||
We predominately use a discounted cash flow model derived from internal budgets in assessing fair values for our impairment testing. Factors that could change the result of our impairment test include, but are not limited to, different assumptions used to forecast future net sales, expenses, capital expenditures, and working capital requirements used in our cash flow models. In addition, selection of a risk-adjusted discount rate on the estimated undiscounted cash flows is susceptible to future changes in market conditions, and when unfavorable, can adversely affect our original estimates of fair values. In the event that our management determines that the value of intangible assets have become impaired using this approach, we will record and accounting charge for the amount of the impairment. The Company also engages an independent valuation expert to assist it in performing the valuation and analysis of fair values of goodwill and intangibles. | |||||
The Company completed an annual goodwill impairment evaluation for the years ended December 31, 2013 and 2012. Our annual goodwill impairment testing date is October 1 of each year. In determining impairment charges, the Company uses various valuation techniques using both the income approach and market approach at each reporting unit in accordance with Financial Accounting Standards Board (“FASB”) ASC 350. During 2013, the Company recorded a goodwill impairment write-down of $4,472,089 related to its Energy and Sustainability Solutions business segment / reporting unit which is reflected in the Statement of Operations. During 2012, the Company recorded a goodwill impairment write-down of $4,378,182 related to its Energy and Sustainability Solutions business segment / reporting unit which is reflected in the Statement of Operations. The balance recorded as goodwill as of December 31, 2013 and 2012 is $10,715,807 (inclusive of the goodwill of $2,034,398 related to the Root9B acquisition) and $13,153,497, respectively, net of accumulated impairment of $10,606,032 and $6,133,943, respectively. | |||||
Intangible assets, other than goodwill, consist of customer relationships, non-competition agreements and trademarks/trade names. The fair market value of the customer relationships were determined by discounting the expected future cash flows from the acquired customers. The value of the non-competition agreements were estimated from the percentage of discounted cash flows expected to be lost if the agreement was not in place. At December 31, 2013 and 2012, the Company performed an analysis of the net carrying value of these intangible assets to their fair value in accordance with FASB ASC 350. Based on that analysis, it was determined that an impairment was required for the intangible asset related to the customer list set up at the time of the acquisition of Ecological. The retention rates of the customers form Ecological remain very high and in line with planned levels, however, the revenue amounts for those customers has not been at planned levels. As a result, the Company recorded an impairment charge of $238,803 to the ES segment at December 31, 2013. No impairment was deemed to exist at December 31, 2012. Customer relationships acquired are being amortized over the estimated useful life of four or five years. Non-competition agreements are being amortized over the life of the agreement. Acquired trademarks/trade names are being amortized over seven years. Total intangibles balances, prior to accumulated amortization, were $1,561,404 and $1,618,400 at December 31, 2013 and 2012, respectively. At | |||||
December 31, 2013 and 2012, accumulated amortization of intangible assets totaled $757,911 and $462,451, respectively. Amortization expense on these intangible assets of $295,459 and $173,714 for the years ended December 31, 2013 and 2012, respectively, is included as depreciation and amortization on the Statement of Operations. | |||||
Amortization expense related to intangible assets for the next five years is expected to be as follows for the years ended: | |||||
31-Dec-14 | $ | 255,654 | |||
31-Dec-15 | 199,512 | ||||
31-Dec-16 | 161,407 | ||||
31-Dec-17 | 143,983 | ||||
31-Dec-18 | 35,795 | ||||
$ | 796,351 | ||||
Revenue Recognition | ' | ||||
The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of any agreement exists, services have been rendered, and collectability is reasonably assured, therefore, revenue is recognized when the Company invoices customers for completed services at contracted rates and terms. Therefore, revenue recognition may differ from the timing of cash receipts. | |||||
Income Taxes | ' | ||||
The Company accounts for income taxes under FASB ASC Topic 740 “Income Taxes”. Under FASB ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be removed or settled (see Note 13). The Company regularly assesses the likelihood that its deferred tax assets will be realized from recoverable income taxes or recovered from future taxable income. To the extent that the Company believes any amounts are not more likely than not to be realized through the reversal of the deferred tax liabilities and future income, the Company records a valuation allowance to reduce its deferred tax assets. In the event the Company determines that all or part of the net deferred tax assets are not realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made. Similarly, if the Company subsequently realizes deferred tax assets that were previously determined to be unrealizable, the respective valuation allowance would be reversed, resulting in an adjustment to earnings in the period such determination is made. | |||||
FASB ASC Topic 740-10 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the balance sheet. It also provides guidance on de-recognition, measurement and classification of amounts related to uncertain tax positions, accounting for and disclosure of interest and penalties, accounting in interim period disclosures and transition relating to the adoption of new accounting standards. Under FASB ASC Topic 740-10, the recognition for uncertain tax positions should be based on a more-likely-than-not threshold that the tax position will be sustained upon audit. The tax position is measured as the largest amount of benefit that has a greater than fifty percent probability of being realized upon settlement. | |||||
Derivative Warrant Liability | ' | ||||
The Company evaluates warrants issued in connection with debt and preferred stock issuances to determine if those contracts, or any potential embedded components of those contracts, qualify as derivatives to be separately accounted for. This accounting treatment requires that the carrying amount of any embedded derivatives be marked-to-market at each balance sheet date and carried at fair value. In the event that the fair value is recorded as a liability, as is the case with the Company, as our only derivatives are related to common stock warrants issued in direct connection with debt and preferred stock issuances, the change in the fair value during the period is recorded in the Statement of Operations as either income or expense. Upon conversion or exercise, the derivative liability is marked to fair value at the conversion date and then the related fair value is reclassified to equity. The fair value at each balance sheet date and the change in value for each class of warrant derivative is disclosed in detail in Note 11 to the Financial Statements. | |||||
Share-Based Compensation | ' | ||||
The Company accounts for stock based compensation in accordance with FASB ASC 718 – Compensation-Stock Compensation. For employee stock options issued under the Company’s stock-based compensation plans, the fair value of each option grant is estimated on the date of the grant using the Black-Scholes pricing model, and an estimated forfeiture rate is used when calculating stock-based compensation expense for the period. For employee restricted stock awards and units issued under the Company’s stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of the grant and an estimated forfeiture rate when calculating stock-based compensation expense for the period. The Company recognizes the compensation cost of stock-based awards according to the vesting schedule of the award. | |||||
The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505-50 Equity-Based Payments to Non-Employees (“ASC 505-50”). Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options issued to non-employees are recorded in expense and additional paid-in capital in stockholders’ equity (deficit) over the applicable service periods. | |||||
Recent accounting pronouncements | ' | ||||
Since January 1, 2012, there have been several new accounting pronouncements and updates to the Accounting Standards Codification. Each of these updates has been reviewed by Management who does not believe their adoption has had or will have a material impact on the Company’s financial position or operating results. |
1_Description_of_Business_and_2
1. Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Description Of Business And Summary Of Significant Accounting Policies Tables | ' | ||||
Expected amortization expense related to intangible assets | ' | ||||
Amortization expense related to intangible assets for the next five years is expected to be as follows for the years ended: | |||||
31-Dec-14 | $ | 255,654 | |||
31-Dec-15 | 199,512 | ||||
31-Dec-16 | 161,407 | ||||
31-Dec-17 | 143,983 | ||||
31-Dec-18 | 35,795 | ||||
$ | 796,351 | ||||
2_Fair_Value_Measurements_Tabl
2. Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Fair Value Measurements Tables | ' | ||||||||||||||||||||||
Assumptions related to the Series C Common Stock Warrants | ' | ||||||||||||||||||||||
The key quantitative assumptions related to the Series C Common Stock Warrants, issued March 3, 2011 and expiring March 3, 2016, are as follows: | |||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||
Expected Life (Years) | 2.2 | 3.2 | |||||||||||||||||||||
Risk Free Rate | 0.45% | 0.39% | |||||||||||||||||||||
Volatility | 29.31% | 30.46% | |||||||||||||||||||||
Probability of a Capital Raise | 4-8% | 8-80% | |||||||||||||||||||||
Financial assets and liabilities measured at fair value on a recurring basis | ' | ||||||||||||||||||||||
31-Dec-13 | |||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Derivative Liability – Common Stock Purchase Warrants: | |||||||||||||||||||||||
Debentures | $ | 10,207 | $ | 10,207 | |||||||||||||||||||
Series B Preferred Stock | 24,277 | 24,277 | |||||||||||||||||||||
Promissory Notes | 85,824 | 85,824 | |||||||||||||||||||||
Series D Preferred Stock | 224,075 | 224,075 | |||||||||||||||||||||
Series C Preferred Stock | 382,610 | 382,610 | |||||||||||||||||||||
Total | $ | 726,993 | $ | 344,383 | $ | 382,610 | |||||||||||||||||
31-Dec-12 | |||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Derivative Liability – Common Stock Purchase Warrants: | |||||||||||||||||||||||
Debentures | $ | 85,350 | $ | 85,350 | |||||||||||||||||||
Series B Preferred Stock | 170,383 | 170,383 | |||||||||||||||||||||
Promissory Notes | 230,985 | 230,985 | |||||||||||||||||||||
Series D Preferred Stock | 496,840 | 496,840 | |||||||||||||||||||||
Series C Preferred Stock | 1,491,601 | 1,491,601 | |||||||||||||||||||||
Total | $ | 2,475,159 | $ | 983,558 | $ | 1,491,601 | |||||||||||||||||
Summary of the changes in fair value of financial assets and liabilities | ' | ||||||||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||||||||
Level 2 Inputs | Level 3 Inputs | ||||||||||||||||||||||
Derivative liability - Common Stock Purchase Warrants - Debentures | Derivative liability - Common Stock Purchase Warrants – Series B Preferred Stock | Derivative liability - Common Stock Purchase Warrants – Promissory Notes | Derivative liability - Common Stock Purchase Warrants – Series D Preferred Stock | Total Fair Value Measurements Using Level 2 Inputs | Derivative liability - Common Stock Purchase Warrants – Series C Preferred Stock | Grand Total Fair Value Measurements Using Both Level 2 and Level 3 Inputs | |||||||||||||||||
Balance December 31, 2011 | $ | 26,200 | $ | 67,666 | $ | - | $ | - | $ | 93,866 | $ | 869,261 | $ | 963,127 | |||||||||
Total unrealized (gains) or losses included in net income or (loss) | 59,150 | 102,717 | 110,305 | - | 272,172 | 622,340 | 894,512 | ||||||||||||||||
Issuance of Convertible Promissory Notes Common Stock Purchase Warrants | -- | -- | 120,680 | -- | 120,680 | -- | 120,680 | ||||||||||||||||
Issuance of Series D Preferred Common Stock Purchase Warrants | -- | -- | -- | 496,840 | 496,840 | -- | 496,840 | ||||||||||||||||
Balance December 31, 2012 | $ | 85,350 | $ | 170,383 | $ | 230,985 | $ | 496,840 | $ | 983,558 | $ | 1,491,601 | $ | 2,475,159 | |||||||||
Total unrealized (gains) or losses included in net income or (loss) | (75,143 | ) | (146,106 | ) | (145,161 | ) | (674,550 | ) | (1,040,960 | ) | (1,108,991 | ) | (2,149,951 | ) | |||||||||
Issuance of Series D Preferred Common Stock Purchase Warrants | -- | -- | -- | 401,785 | 401,785 | -- | 401,785 | ||||||||||||||||
Balance December 31, 2013 | $ | 10,207 | $ | 24,277 | $ | 85,824 | $ | 224,075 | $ | 344,383 | $ | 382,610 | $ | 726,993 | |||||||||
3_Acquisitions_Tables
3. Acquisitions (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Acquisitions Tables | ' | ||||
Summary of purchase price allocation | ' | ||||
The following table presents the purchase price allocation: | |||||
Consideration | $ | 1,737,886 | |||
Assets Acquired: | |||||
Current Assets | $ | 315,377 | |||
Property & Equipment, net | 96,244 | ||||
Intangible assets | 181,807 | ||||
Goodwill | 2,034,398 | ||||
Total assets acquired | 2,627,826 | ||||
Liabilities Assumed: | |||||
Accounts Payable | 283,827 | ||||
Notes Payable | 220,320 | ||||
Billings in excess of costs | 337,060 | ||||
Accrued Expenses | 48,733 | ||||
Total liabilities assumed | 889,940 | ||||
Net Assets Acquired | $ | 1,737,886 | |||
4_Property_and_Equipment_Table
4. Property and Equipment (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Property And Equipment Tables | ' | |||||||||||
Principal categories and estimated useful lives of property and equipment | ' | |||||||||||
The principal categories and estimated useful lives of property and equipment are as follows: | ||||||||||||
Estimated | ||||||||||||
2013 | 2012 | Useful Lives | ||||||||||
Office equipment | $ | 491,422 | $ | 453,485 | 5 years | |||||||
Furniture and fixtures | 216,509 | 140,165 | 7 years | |||||||||
Vehicles | 30,567 | 27,300 | 5 Years | |||||||||
Computer software | 56,528 | 30,133 | 3 years | |||||||||
Leasehold improvements | 115,068 | 119,729 | ** | |||||||||
Land | 300,915 | 302,250 | N/A | |||||||||
1,211,009 | 1,073,062 | |||||||||||
Less: accumulated depreciation | (617,984 | ) | (532,492 | ) | ||||||||
$ | 593,025 | $ | 540,570 | |||||||||
** The lesser of useful life or the minimum lease term. |
5_Marketable_Securities_Classi1
5. Marketable Securities Classified as Trading Securities (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Marketable Securities Classified As Trading Securities Tables | ' | ||||||||||||
Schedule of unrealized holding loss | ' | ||||||||||||
The unrealized holding loss as of December 31, 2013 and 2012, respectively, is as follows: | |||||||||||||
Fair Market | Holding | ||||||||||||
Cost | Value | Gain (Loss) | |||||||||||
31-Dec-13 | $ | 42,504 | $ | 36,510 | $ | 5,403 | |||||||
31-Dec-12 | $ | 42,504 | $ | 31,107 | $ | 253 | |||||||
8_Accrued_Expenses_Tables
8. Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Expenses Tables | ' | ||||||||
Summary of accrued expenses | ' | ||||||||
Accrued expenses consisted of the following at December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Accrued payroll | $ | 585,955 | $ | 549,287 | |||||
Accrued vacation | 332,932 | 152,142 | |||||||
Deferred revenue | 434,406 | 97,597 | |||||||
Other accrued liabilities | 401,561 | 436,233 | |||||||
$ | 1,754,854 | $ | 1,235,259 | ||||||
10_LongTerm_Debt_Tables
10. Long-Term Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Long-Term Debt Tables | ' | ||||||||
Schedule of long-term debt instruments | ' | ||||||||
Long-term debt as of December 31, 2013 and 2012 consists of the following: | |||||||||
2013 | 2012 | ||||||||
Note payable to former owner of ERMS, related to acquisition on | |||||||||
January 1, 2011. | $ | - | $ | 40,805 | |||||
Dell Commercial Credit is a revolving line of credit with minimum | |||||||||
payments of $160 a month with an interest rate of 16.99%. This | |||||||||
amount was paid in full in January 2013 | - | 4,769 | |||||||
Dell Financial Service Note, due in 50 monthly installments of | |||||||||
$166.31 ending May 2016. Payments include interest of 18% | 2,354 | 3,874 | |||||||
First Citizens Tenant Loan has monthly payments of $1,259 at an | |||||||||
interest rate of 6.25% and matured on July 2013. | - | 116,506 | |||||||
Capitalized lease obligations, due in 36 monthly installments of | |||||||||
$1,047 paid off in October 2013. Payments include interest at 4% | |||||||||
Secured by property costing $35,469. | - | 10,281 | |||||||
Xerox Copier Lease, due in 63 monthly installments of 145.12 | |||||||||
ending in April 2018. Payments include interest at 4%. | 6,918 | - | |||||||
9,272 | 175,785 | ||||||||
Current portion | (3,846 | ) | (175,785 | ) | |||||
Long-term portion | $ | 5,426 | $ | - | |||||
11_Stockholders_Equity_Tables
11. Stockholders' Equity (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Stockholders Equity Tables | ' | ||
Share-Based Payment Award, Stock Options, Valuation Assumptions | ' | ||
The fair values of options granted were estimated using the following weighted-average assumptions: | |||
Years Ended | |||
31-Dec-13 | 31-Dec-12 | ||
Exercise price | $0.59 | $0.56 - $1.00 | |
Risk free interest rate | 1.39% | 0.60% to 1.15% | |
Volatility | 32.83% | 32.9% - 35.44% | |
Expected Term | 5 Years | 5 Years | |
Dividend yield | None | None | |
Schedule of Stock Incentive Plan | ' | ||
The following represents the activity under the stock incentive plan as of December 31, 2013 and changes during the two years then ended: | |||
Weighted Average | |||
Outstanding Options | Exercise Price | ||
Outstanding at December 31, 2011 | 2,057,192 | $0.93 | |
Issued | 3,307,192 | $0.79 | |
Forfeitures | -249,520 | $1.00 | |
Outstanding at December 31, 2012 | 5,114,864 | $0.84 | |
Issued | 525,000 | $0.59 | |
Outstanding at December 31, 2013 | 5,639,864 | $0.83 | |
Exercisable at December 31, 2013 | 5,239,864 | $0.82 | |
Share-Based Payment Award, Warrants, Valuation Assumptions | ' | ||
The fair values of warrants granted were estimated using the following weighted-average assumptions: | |||
Years Ended | |||
31-Dec-13 | 31-Dec-12 | ||
Exercise price | $0.80 | $0.80 - $1.10 | |
Risk free interest rate | 1.39% | 0.63% to 1.22% | |
Volatility | 33.13% | 32.6% - 35.44% | |
Expected Term | 5 Years | 4.75 to 5 Years | |
Dividend yield | None | None | |
Schedule of Warrants Activity under incentive plan | ' | ||
The following represents the activity under the stock incentive plan as of December 31, 2013 and changes during the two years then ended: | |||
Outstanding Warrants | Weighted Average | ||
Exercise Price | |||
Outstanding at December 31, 2011 | 10,669,081 | $0.78 | |
Issued | 5,325,152 | $1.00 | |
Issued pursuant to GHH acquisition | 300,663 | $14.65 | |
Cancelled | -44,911 | $2.87 | |
Outstanding at December 31, 2012 | 16,249,985 | $1.10 | |
Issued | 2,862,375 | $1.12 | |
Outstanding at December 31, 2013 | 19,112,360 | $1.11 | |
13_Income_Taxes_Tables
13. Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes Tables | ' | ||||||||
Significant components of the income tax benefit (expense) | ' | ||||||||
Significant components of the income tax benefit (expense) are summarized as follows: | |||||||||
2013 | 2012 | ||||||||
Current provision: | |||||||||
Federal | $ | 0 | $ | 0 | |||||
State | 0 | 0 | |||||||
Deferred provision: | |||||||||
Federal | 0 | (327,000 | ) | ||||||
State | 0 | (69,000 | ) | ||||||
$ | 0 | $ | (396,000 | ) | |||||
Reconciliation of the statutory federal income tax rate to the entity's effective income tax rate on income before income taxes | ' | ||||||||
A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate on income before income taxes for the years ended December 31, 2013 and 2012 follows: | |||||||||
2013 | 2012 | ||||||||
Federal statutory rate | 34 | % | 34 | % | |||||
Book derivative (income) expense | 12 | (3.3 | ) | ||||||
Change in valuation allowance | (46.1 | ) | (16.7 | ) | |||||
Intangibles impairment | -- | -- | |||||||
Stock compensation expense | (1.1 | ) | (2.8 | ) | |||||
Goodwill impairment | -- | (16.0 | ) | ||||||
State income taxes, net of federal income tax benefit | 1.3 | 0.9 | |||||||
Officers’ life insurance | 0.3 | -- | |||||||
Meals & Entertainment | (0.1 | ) | (0.2 | ) | |||||
Other | (0.3 | ) | (0.2 | ) | |||||
0 | % | (4.3 | )% | ||||||
Components of deferred tax assets and liabilities | ' | ||||||||
Deferred tax assets and liabilities are comprised of the following at December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Deferred income tax assets: | |||||||||
Operating loss carry forward | $ | 2,740,000 | $ | 1,526,000 | |||||
Acquired NOL – Ecological acquisition | 164,910 | 164,910 | |||||||
Accrued compensation | 96,000 | 48,000 | |||||||
Allowance for doubtful accounts | 100,000 | 7,000 | |||||||
Trading securities | 0 | 0 | |||||||
Intangible assets | 1,860,000 | 0 | |||||||
Investment in equity-method investee | 0 | 0 | |||||||
Total deferred tax assets | 4,960,910 | 1,745,910 | |||||||
Less: valuation allowance | (4,960,910 | ) | ( 1,745,910 | ) | |||||
Deferred income tax assets | $ | 0 | $ | 0 | |||||
Deferred income tax liabilities: | |||||||||
Property and equipment | $ | (85,000 | ) | $ | (85,000 | ) | |||
Total deferred tax liabilities | $ | (85,000 | ) | $ | ( 85,000 | ) | |||
Net deferred income taxes: | |||||||||
Current | $ | 0 | $ | 0 | |||||
Non-current | 0 | 0 | |||||||
$ | 0 | $ | 0 | ||||||
14_Net_Loss_Per_Share_Tables
14. Net Loss Per Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Net Loss Per Share Tables | ' | ||||||||
Computation of net income (loss) per share | ' | ||||||||
2013 | 2012 | ||||||||
Basic: | |||||||||
Numerator –net loss available to common stockholders | $ | (7,916,046 | ) | $ | (11,175,145 | ) | |||
Denominator – weighted – average shares outstanding | 24,052,686 | 14,057,162 | |||||||
Net loss per share – Basic and diluted | $ | (0.33 | ) | $ | (0.79 | ) | |||
Incremental common shares (not included due to their anti-dilutive nature) : | |||||||||
Stock options | 5,639,864 | 5,114,864 | |||||||
Stock warrants | 19,112,360 | 16,249,985 | |||||||
Convertible preferred stock – Series B | 1,160,000 | 1,160,000 | |||||||
Convertible preferred stock – Series C | 7,142,856 | 7,142,856 | |||||||
Convertible preferred stock – Series D | 18,001,392 | 10,894,685 | |||||||
51,056,472 | 40,562,390 | ||||||||
15_Commitments_and_Contingenci1
15. Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments And Contingencies Tables | ' | |||
Future minimum payments under non-cancelable operating leases and non-cancelable contracts | ' | |||
The future minimum payments under non-cancelable operating leases and non-cancelable contracts with initial remaining terms in excess of one year as of December 31, 2013, are as follows: | ||||
2014 | $ | 492,281 | ||
2015 | $ | 408,137 | ||
2016 | $ | 252,727 | ||
2017 | $ | 189,767 | ||
2018 | $ | 47,933 |
19_Segment_Information_Tables
19. Segment Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Information Tables | ' | ||||||||||||
Summary of segment information | ' | ||||||||||||
Year Ended December 31, 2013 | |||||||||||||
Business Solutions | Energy Solutions | Total | |||||||||||
Revenue | $ | 14,491,225 | $ | 11,908,691 | $ | 26,399,916 | |||||||
Income from Operations before Overhead | $ | 1,357,309 | $ | (1,230,998 | ) | $ | 126,311 | ||||||
Unallocated Corporate Overhead | 4,167,272 | ||||||||||||
Loss from Operations | $ | (4,040,961 | ) | ||||||||||
Assets | $ | 14,386,175 | $ | 10,182,734 | $ | 24,568,909 | |||||||
Year Ended December 31, 2012 | |||||||||||||
Business Solutions | Energy Solutions | Total | |||||||||||
Revenue | $ | 16,524,648 | $ | 2,947,367 | $ | 19,472,015 | |||||||
Income from Operations before Overhead | $ | 2,128,784 | $ | (1,526,237 | ) | $ | 602,547 | ||||||
Unallocated Corporate Overhead | 4,233,504 | ||||||||||||
Loss from Operations | $ | (3,630,957 | ) | ||||||||||
Assets | $ | 9,441,501 | $ | 13,632,836 | $ | 23,074,337 | |||||||
20_Summary_ProForma_Financial_1
20. Summary Pro-Forma Financial Information (unaudited) (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary Pro-Forma Financial Information Tables | ' | ||||||||
Unaudited pro-forma data | ' | ||||||||
The summary pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place on January 1, 2012. | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Net revenues | $ | 27,974,863 | $ | 21,119,901 | |||||
Operating loss | (3,984,627 | ) | (5,811,735 | ) | |||||
Net loss per share – basic | $ | (0.15 | ) | $ | (0.24 | ) | |||
Net loss per share- diluted | $ | (0.15 | ) | $ | (0.24 | ) | |||
1_Description_of_Business_and_3
1. Description of Business and Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2013 |
Description Of Business And Summary Of Significant Accounting Policies Details | ' |
31-Dec-14 | $255,654 |
31-Dec-15 | 199,512 |
31-Dec-16 | 161,407 |
31-Dec-17 | 143,983 |
31-Dec-18 | 35,795 |
Amortization expense related to intangible assets | $796,351 |
1_Description_of_Business_and_4
1. Description of Business and Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Description Of Business And Summary Of Significant Accounting Policies Details | ' | ' |
Trade accounts payable | $0 | $184,889 |
Allowance for doubtful accounts | 252,864 | 83,325 |
Equipment under capital leases | 35,469 | 35,469 |
Accumulated depreciation of capital leases | 22,464 | 15,370 |
Impairment write-down of goodwill | 4,472,089 | 4,378,182 |
Goodwill | 10,715,807 | 13,153,497 |
Goodwill acquired | 2,034,398 | ' |
Net of accumulated impairment | 10,606,032 | 6,133,943 |
Intangible assets gross | 1,561,404 | 1,618,400 |
Accumulated amortization of intangible assets | 757,911 | 462,451 |
Amortization expense on intangible assets | $295,459 | $173,714 |
2_Fair_Value_Measurements_Deta
2. Fair Value Measurements (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Measurements Details | ' | ' |
Expected Life (Years) | '2 years 2 months 12 days | '3 years 2 months 12 days |
Risk Free Rate | 0.45% | 0.39% |
Volatility | 29.31% | 30.46% |
Probability of a Capital Raise | '4-8% | '8-80% |
2_Fair_Value_Measurements_Deta1
2. Fair Value Measurements (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Derivative Liability - Common Stock Purchase Warrants | $726,993 | $2,475,159 | ' |
Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Derivative Liability - Common Stock Purchase Warrants | 344,383 | 983,558 | 93,866 |
Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Derivative Liability - Common Stock Purchase Warrants | 382,610 | 1,491,601 | ' |
Debentures | ' | ' | ' |
Derivative Liability - Common Stock Purchase Warrants | 10,207 | 85,350 | ' |
Debentures | Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Derivative Liability - Common Stock Purchase Warrants | 10,207 | 85,350 | 26,200 |
Class B Preferred Stock [Member] | ' | ' | ' |
Derivative Liability - Common Stock Purchase Warrants | 24,277 | 170,383 | ' |
Class B Preferred Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Derivative Liability - Common Stock Purchase Warrants | 24,277 | 170,383 | 67,666 |
Promissory Notes | ' | ' | ' |
Derivative Liability - Common Stock Purchase Warrants | 85,824 | 230,985 | ' |
Promissory Notes | Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Derivative Liability - Common Stock Purchase Warrants | 85,824 | 230,985 | ' |
Series D Preferred Stock | ' | ' | ' |
Derivative Liability - Common Stock Purchase Warrants | 224,075 | 496,840 | ' |
Series D Preferred Stock | Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Derivative Liability - Common Stock Purchase Warrants | 224,075 | 496,840 | ' |
Class C Preferred Stock [Member] | ' | ' | ' |
Derivative Liability - Common Stock Purchase Warrants | 382,610 | 1,491,601 | ' |
Class C Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Derivative Liability - Common Stock Purchase Warrants | $382,610 | $1,491,601 | $869,261 |
2_Fair_Value_Measurements_Deta2
2. Fair Value Measurements (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Ending Balance | $726,993 | $2,475,159 |
Debentures | ' | ' |
Ending Balance | 10,207 | 85,350 |
Class B Preferred Stock [Member] | ' | ' |
Ending Balance | 24,277 | 170,383 |
Promissory Notes | ' | ' |
Ending Balance | 85,824 | 230,985 |
Series D Preferred Stock | ' | ' |
Ending Balance | 224,075 | 496,840 |
Class C Preferred Stock [Member] | ' | ' |
Ending Balance | 382,610 | 1,491,601 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Beginning Balance | 983,558 | 93,866 |
Total unrealized (gains) or losses included in net income or (loss) | -1,040,960 | 272,172 |
Issuance of Convertible Promissory Notes Common Stock Purchase Warrants | ' | 120,680 |
Issuance of Series D Preferred Common Stock Purchase Warrants | 401,785 | 496,840 |
Ending Balance | 344,383 | 983,558 |
Fair Value, Inputs, Level 2 [Member] | Debentures | ' | ' |
Beginning Balance | 85,350 | 26,200 |
Total unrealized (gains) or losses included in net income or (loss) | -75,143 | 59,150 |
Ending Balance | 10,207 | 85,350 |
Fair Value, Inputs, Level 2 [Member] | Class B Preferred Stock [Member] | ' | ' |
Beginning Balance | 170,383 | 67,666 |
Total unrealized (gains) or losses included in net income or (loss) | -146,106 | 102,717 |
Ending Balance | 24,277 | 170,383 |
Fair Value, Inputs, Level 2 [Member] | Promissory Notes | ' | ' |
Beginning Balance | 230,985 | ' |
Total unrealized (gains) or losses included in net income or (loss) | -145,161 | 110,305 |
Issuance of Convertible Promissory Notes Common Stock Purchase Warrants | ' | 120,680 |
Ending Balance | 85,824 | 230,985 |
Fair Value, Inputs, Level 2 [Member] | Series D Preferred Stock | ' | ' |
Beginning Balance | 496,840 | ' |
Total unrealized (gains) or losses included in net income or (loss) | -674,550 | ' |
Issuance of Series D Preferred Common Stock Purchase Warrants | 401,785 | 496,840 |
Ending Balance | 224,075 | 496,840 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Ending Balance | 382,610 | 1,491,601 |
Fair Value, Inputs, Level 3 [Member] | Class C Preferred Stock [Member] | ' | ' |
Beginning Balance | 1,491,601 | 869,261 |
Total unrealized (gains) or losses included in net income or (loss) | -1,108,991 | 622,340 |
Ending Balance | 382,610 | 1,491,601 |
Grand Total Fair Value Measurements Using Both Level 2 and Level 3 Inputs | ' | ' |
Beginning Balance | 2,475,159 | 963,127 |
Total unrealized (gains) or losses included in net income or (loss) | -2,149,951 | 894,512 |
Issuance of Convertible Promissory Notes Common Stock Purchase Warrants | ' | 120,680 |
Issuance of Series D Preferred Common Stock Purchase Warrants | 401,785 | 496,840 |
Ending Balance | $726,993 | $2,475,159 |
3_Acquisitions_Details
3. Acquisitions (Details) (Root9B, LLC [Member], USD $) | Dec. 31, 2013 |
Root9B, LLC [Member] | ' |
Consideration | $1,737,886 |
Assets acquired | ' |
Current assets | 315,377 |
Property and equipment, net | 96,244 |
Intangible assets, net | 181,807 |
Goodwill | 2,034,398 |
Total assets acquired | 2,627,826 |
Liabilities assumed | ' |
Accounts payable | 283,827 |
Notes Payable | 220,320 |
Billings in excess of costs | 337,060 |
Accrued expenses | 48,733 |
Total liabilities assumed | 889,940 |
Net assets acquired | $1,737,886 |
4_Property_and_Equipment_Detai
4. Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Principal categories and estimated useful life of property and equipment | ' | ' |
Property and equipment, gross | $1,211,009 | $1,073,062 |
Less: accumulated depreciation | -617,984 | -532,492 |
Property and equipment, net | 593,025 | 540,570 |
Office Equipment [Member] | ' | ' |
Principal categories and estimated useful life of property and equipment | ' | ' |
Property and equipment, gross | 491,422 | 453,485 |
Property and equipment, Estimated Useful Lives | '5 years | ' |
Furniture and Fixtures [Member] | ' | ' |
Principal categories and estimated useful life of property and equipment | ' | ' |
Property and equipment, gross | 216,509 | 140,165 |
Property and equipment, Estimated Useful Lives | '7 years | ' |
Vehicles [Member] | ' | ' |
Principal categories and estimated useful life of property and equipment | ' | ' |
Property and equipment, gross | 30,567 | 27,300 |
Property and equipment, Estimated Useful Lives | '5 years | ' |
Computer Software [Member] | ' | ' |
Principal categories and estimated useful life of property and equipment | ' | ' |
Property and equipment, gross | 56,528 | 30,133 |
Property and equipment, Estimated Useful Lives | '3 years | ' |
Land [Member] | ' | ' |
Principal categories and estimated useful life of property and equipment | ' | ' |
Property and equipment, gross | 300,915 | 302,250 |
Leasehold Improvements [Member] | ' | ' |
Principal categories and estimated useful life of property and equipment | ' | ' |
Property and equipment, gross | $115,068 | $119,729 |
5_Marketable_Securities_Classi2
5. Marketable Securities Classified as Trading Securities (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Marketable Securities Classified As Trading Securities Details | ' | ' |
Cost | $42,504 | $42,504 |
Fair Market Value | 36,510 | 31,107 |
Holding Gain (Loss) | $5,403 | $253 |
6_Investment_in_Limited_Liabil1
6. Investment in Limited Liability Company (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Investment In Limited Liability Company Details Narrative | ' | ' |
Recognized income when capital distributions are received | $2,400 | $2,400 |
7_Goodwill_Impairment_Details
7. Goodwill Impairment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill Impairment Details | ' | ' |
Impairment write-down of goodwill | $4,472,089 | $4,378,182 |
Goodwill | 10,715,807 | 13,153,497 |
Accumulated impairment of goodwill | $10,606,032 | $6,133,943 |
8_Accrued_Expenses_Details
8. Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Summary of accrued expenses | ' | ' |
Accrued payroll | $585,955 | $549,287 |
Accrued vacation | 332,932 | 152,142 |
Deferred revenue | 434,406 | 97,597 |
Other accrued liabilities | 401,561 | 436,233 |
Accrued expenses | $1,754,854 | $1,235,259 |
9_Notes_Payable_Details
9. Notes Payable (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Notes Payable Details | ' | ' |
Line of credit facility, maximum borrowing capacity | $3,000,000 | $1,500,000 |
Interest rate (in hundredths) | ' | 4.00% |
Outstanding borrowings | 2,502,604 | 1,094,263 |
Notes payable | 218,635 | 0 |
Maturity date of line of credit | ' | 19-Jan-13 |
Deferred loan cost incurred | $7,500 | $8,275 |
Borrowing base specified as a percentage of eligible receivable (in hundredths) | 80.00% | 75.00% |
10_LongTerm_Debt_Details
10. Long-Term Debt (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Debt and Capital Lease Obligations | ' | ' |
Long term debt including capital lease obligation | $9,272 | $175,785 |
Current portion | -3,846 | -175,785 |
Long-term portion | 5,426 | ' |
Notes Payable Three [Member] | ' | ' |
Debt and Capital Lease Obligations | ' | ' |
Long term debt including capital lease obligation | ' | 40,805 |
Dell Commercial Credit [Member] | ' | ' |
Debt and Capital Lease Obligations | ' | ' |
Long term debt including capital lease obligation | ' | 4,769 |
Amount of installment | 160 | ' |
Interest rate (in hundredths) | 16.99% | ' |
Dell Financial Service [Member] | ' | ' |
Debt and Capital Lease Obligations | ' | ' |
Long term debt including capital lease obligation | 2,354 | 3,874 |
Amount of installment | 166 | ' |
Interest rate (in hundredths) | 18.00% | ' |
Number of monthly installments | 50 | ' |
First Citizens [Member] | ' | ' |
Debt and Capital Lease Obligations | ' | ' |
Long term debt including capital lease obligation | ' | 116,056 |
Amount of installment | 1,259 | ' |
Interest rate (in hundredths) | 6.25% | ' |
Capital Lease Obligations [Member] | ' | ' |
Debt and Capital Lease Obligations | ' | ' |
Long term debt including capital lease obligation | ' | 10,281 |
Amount of installment | 1,047 | ' |
Interest rate (in hundredths) | 4.00% | ' |
Number of monthly installments | 36 | ' |
Property secured as collateral | 35,469 | ' |
Xerox Copier Lease [Member] | ' | ' |
Debt and Capital Lease Obligations | ' | ' |
Long term debt including capital lease obligation | 6,918 | ' |
Amount of installment | $145 | ' |
Interest rate (in hundredths) | 4.00% | ' |
Number of monthly installments | 63 | ' |
11_Stockholders_Equity_Details
11. Stockholders' Equity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options [Member] | ' | ' |
Exercise price | $0.59 | ' |
Risk free interest rate | 1.39% | ' |
Volatility | 32.83% | ' |
Expected Term | '5 years | '5 years |
Dividend yield | ' | ' |
Stock Options [Member] | Minimum [Member] | ' | ' |
Exercise price | ' | $0.56 |
Stock Options [Member] | Maximum [Member] | ' | ' |
Exercise price | ' | $1 |
Risk free interest rate | ' | 1.15% |
Volatility | ' | 35.44% |
Stock Options [Member] | Minimum [Member] | ' | ' |
Risk free interest rate | ' | 0.60% |
Volatility | ' | 32.90% |
Warrants [Member] | ' | ' |
Exercise price | $0.80 | ' |
Risk free interest rate | 1.39% | ' |
Volatility | 33.13% | ' |
Expected Term | '5 years | ' |
Dividend yield | ' | ' |
Warrants [Member] | Minimum [Member] | ' | ' |
Exercise price | ' | $0.80 |
Risk free interest rate | ' | 0.63% |
Volatility | ' | 32.60% |
Expected Term | ' | '4 years 9 months |
Warrants [Member] | Maximum [Member] | ' | ' |
Exercise price | ' | $1.10 |
Risk free interest rate | ' | 1.22% |
Volatility | ' | 35.44% |
Expected Term | ' | '5 years |
11_Stockholders_Equity_Details1
11. Stockholders' Equity (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Weighted Average Exercise Price | ' | ' |
Issued | $0.18 | $0.20 |
Stock Options [Member] | ' | ' |
Outstanding beginning balance | 5,114,864 | 2,057,192 |
Issued | 525,000 | 3,307,192 |
Forfeitures | ' | -249,520 |
Outstanding ending balance | 5,639,864 | 5,114,864 |
Exercisable ending balance | 5,239,864 | ' |
Weighted Average Exercise Price | ' | ' |
Outstanding beginning balance | $0.84 | $0.84 |
Issued | $0.59 | $0.79 |
Forfeitures | ' | $1 |
Outstanding ending balance | $0.83 | $0.84 |
Exercisable ending balance | ' | $0.82 |
Warrants [Member] | ' | ' |
Outstanding beginning balance | 16,249,985 | 10,669,081 |
Issued | 2,862,375 | 5,325,152 |
Issued pursuant to GHH acquisition | ' | 300,663 |
Forfeitures | ' | -44,911 |
Outstanding ending balance | 19,112,360 | 16,249,985 |
Weighted Average Exercise Price | ' | ' |
Outstanding beginning balance | $1.10 | $0.78 |
Issued | $1.12 | $1 |
Issued pursuant to GHH acquisition | ' | $14.65 |
Forfeitures | ' | $2.87 |
Outstanding ending balance | $1.11 | $1.10 |
11_Stockholders_Equity_Details2
11. Stockholders' Equity (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock | ' | ' |
Stock issued in conversion of convertible securities | 1,000,000 | ' |
Stock issued as dividends on preferred stock | 1,850,452 | 416,070 |
Stock issued in acquisitions (in shares) | 2,241,935 | 13,769,292 |
Shares retire related to acquisition of GHH in 2012 | 266,238 | ' |
Preferred stock, par value (in dollars per share) | ' | $0.00 |
Deferred tax asset | $0 | $0 |
7% Series B Convertible Preferred Stock | ' | ' |
Shares Outstanding | 1,160,000 | 1,160,000 |
Series C Convertible Preferred Stock, Shares Outstanding | 2,380,952 | 2,380,952 |
Stock Options and Warrants | ' | ' |
Fair value of stock options granted | $0.18 | $0.20 |
Stock Options [Member] | ' | ' |
Stock Options and Warrants | ' | ' |
Number of shares authorized under the plan | 10,000,000 | ' |
Plan shares available to issue | 4,360,136 | ' |
Compensation expense | 178,000 | 619,000 |
Fair value of stock options granted | $0.59 | $0.79 |
Weighted-average remaining contractual life for options outstanding | '4 years 7 months 6 days | ' |
Weighted-average remaining contractual life for options exercisable | '4 years 8 months 12 days | ' |
Aggregate intrinsic value of options outstanding | 3,500 | ' |
Aggregate intrinsic value of options exercisable | 3,500 | ' |
Unrecognized compensation cost | $47,000 | ' |
12_Capital_Stock_Authorized_De
12. Capital Stock Authorized (Details Narrative) (Preferred Stock [Member]) | Dec. 31, 2013 | Dec. 31, 2012 |
Preferred Stock [Member] | ' | ' |
Preferred stock, shares issued (in shares) | 13,376 | 7,796 |
13_Income_Taxes_Details
13. Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Significant components of the income tax provision | ' | ' |
Current provision, Federal | $0 | $0 |
Current provision, State | 0 | 0 |
Deferred provision federal | 0 | -327,000 |
Deferred provision, State | 0 | -69,000 |
Income tax expense (benefit) | ' | ($396,000) |
13_Income_Taxes_Details_1
13. Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation of the statutory federal income tax rate to the entity's effective income tax rate on income before income taxes | ' | ' |
Federal statutory rate (in hundredths) | 34.00% | 34.00% |
Book derivative (income) expense (in hundredths) | 12.00% | -3.30% |
Change in valuation allowance (in hundredths) | -46.10% | -16.70% |
Write off of note payable to acquiree company (in hundredths) | 0.00% | 0.00% |
Stock compensation expense (in hundredths) | -1.10% | -2.80% |
Goodwill impairment (in hundredths) | 0.00% | -16.00% |
State income taxes, net of federal income tax benefit (in hundredths) | 1.30% | 0.90% |
Officers' life insurance (in hundredths) | 0.30% | 0.00% |
Meals & Entertainment (in hundredths) | -0.10% | -0.20% |
Other (in hundredths) | -0.30% | -0.20% |
Effective income tax rate (in hundredths) | 0.00% | -4.30% |
13_Income_Taxes_Details_2
13. Income Taxes (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred income tax assets | ' | ' |
Operating loss carry forward | $2,740,000 | $1,526,000 |
Acquired NOL - Ecological acquisition | 164,910 | 164,910 |
Accrued compensation | 96,000 | 48,000 |
Allowance for doubtful accounts | 100,000 | 7,000 |
Trading securities | 0 | 0 |
Intangible assets | 1,860,000 | 0 |
Investment in equity-method investee | 0 | 0 |
Total deferred tax assets | 4,960,910 | 1,745,910 |
Less: valuation allowance | -4,960,910 | -1,745,910 |
Deferred income tax assets | 0 | 0 |
Deferred income tax liabilities | ' | ' |
Property and equipment | -85,000 | -85,000 |
Total deferred tax liabilities | -85,000 | -85,000 |
Net deferred income taxes | ' | ' |
Current | 0 | 0 |
Non-current | 0 | 0 |
Net deferred income taxes | $0 | $0 |
13_Income_Taxes_Details_Narrat
13. Income Taxes (Details Narrative) (USD $) | Dec. 31, 2013 |
Income Taxes Details Narrative | ' |
Valuation allowance on current deferred tax assets | ($2,936,000) |
Valuation allowance on net operating loss carryforwards | -2,740,000 |
Valuation allowance on noncurrent deferred tax assets | 2,024,910 |
Income tax net operating loss carry forward begins to expire in 2031 | 673,000 |
Income tax net operating loss carry forward begins to expire in 2032 | 3,193,000 |
Income tax net operating loss carry forward | $3,082,000 |
14_Net_Loss_Per_Share_Details
14. Net Loss Per Share (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Basic | ' | ' |
Numerator -net loss available to common stockholders | ($7,916,046) | ($11,175,145) |
Denominator - weighted - average shares outstanding (in shares) | 24,052,686 | 14,057,162 |
Net loss per share - Basic and diluted (in dollars per share) | ($0.33) | ($0.79) |
Incremental common shares (not included due to their anti-dilutive nature) | ' | ' |
Incremental common shares not included due to their antidilutive nature (in shares) | 51,056,472 | 40,562,390 |
Series D Redeemable Convertible Preferred Stock | ' | ' |
Incremental common shares (not included due to their anti-dilutive nature) | ' | ' |
Incremental common shares not included due to their antidilutive nature (in shares) | 18,001,392 | 10,894,685 |
Stock Option [Member] | ' | ' |
Incremental common shares (not included due to their anti-dilutive nature) | ' | ' |
Incremental common shares not included due to their antidilutive nature (in shares) | 5,639,864 | 5,114,864 |
Warrants associated with Class B convertible preferred stock | ' | ' |
Incremental common shares (not included due to their anti-dilutive nature) | ' | ' |
Incremental common shares not included due to their antidilutive nature (in shares) | 1,160,000 | 1,160,000 |
Warrants [Member] | ' | ' |
Incremental common shares (not included due to their anti-dilutive nature) | ' | ' |
Incremental common shares not included due to their antidilutive nature (in shares) | 19,112,360 | 16,249,985 |
Class C Preferred Stock | ' | ' |
Incremental common shares (not included due to their anti-dilutive nature) | ' | ' |
Incremental common shares not included due to their antidilutive nature (in shares) | 7,142,856 | 7,142,856 |
15_Commitments_and_Contingenci2
15. Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
2014 | $492,281 | ' |
2015 | 408,137 | ' |
2016 | 252,727 | ' |
2017 | 189,767 | ' |
2018 | 47,933 | ' |
Operating leases expenses | 620,699 | 426,908 |
Percentage of ownership interest in a limited liability (in hundredths) | 3.00% | ' |
Percentage of ownership of cost method investment in office buildings leased by the entity (in hundredths) | 33.00% | ' |
Minority interest ownership percentage by individual stockholder of the entity in limited liability entity (in hundredths) | 30.00% | ' |
Talent Acquisitions Firms [Member] | ' | ' |
Future minimum payments under non-cancelable leases and non-cancelable contracts allocation | 40,405 | ' |
Vehicles [Member] | ' | ' |
Future minimum payments under non-cancelable leases and non-cancelable contracts allocation | 20,706 | ' |
Office Equipment [Member] | ' | ' |
Future minimum payments under non-cancelable leases and non-cancelable contracts allocation | 1,213,087 | ' |
Affiliated Entity [Member] | ' | ' |
Operating leases expenses | $167,461 | $111,961 |
16_Employee_Benefit_Plan_Detai
16. Employee Benefit Plan (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Benefit Plan Details Narrative | ' | ' |
Percentage of contribution per employee under the plan (in hundredths) | 15.00% | ' |
Contributions to the plan by the employer | $62,007 | $22,925 |
17_Advertising_Details_Narrati
17. Advertising (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Advertising Details Narrative | ' | ' |
Advertising expense | $23,231 | $9,356 |
18_Major_Customers_Details_Nar
18. Major Customers (Details Narrative) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Number of major customer | 5 | ' |
Customer Concentration Risk [Member] | ' | ' |
Percentage of total revenue (in hundredths) | 47.00% | 45.00% |
19_Segment_Information_Details
19. Segment Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue | $26,399,916 | $19,472,015 |
Income from operations before overhead | 126,311 | 602,547 |
Unallocated corporate overhead | 4,167,272 | 4,233,504 |
Loss from operations | -4,040,961 | -3,630,957 |
Total Assets | 24,568,909 | 23,074,337 |
Business Solutions [Member] | ' | ' |
Revenue | 14,491,225 | 16,524,648 |
Income from operations before overhead | 1,357,309 | 2,128,784 |
Total Assets | 14,386,175 | 9,441,501 |
Energy Solutions [Member] | ' | ' |
Revenue | 11,908,691 | 2,947,367 |
Income from operations before overhead | -1,230,998 | -1,526,237 |
Total Assets | $10,182,734 | $13,632,836 |
20_Summary_ProForma_Financial_2
20. Summary Pro-Forma Financial Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Summarizes of unaudited pro-forma data | ' | ' |
Net revenues | $27,974,863 | $21,119,901 |
Operating loss | ($3,984,627) | ($5,811,735) |
Net loss per share - basic (in dollars per share) | ($0.15) | ($0.24) |
Net loss per share - diluted (in dollars per share) | ($0.15) | ($0.24) |
21_Related_Party_Transactions_
21. Related Party Transactions (Details Narrative) (Class C Preferred Stock, Subsequent Event [Member], USD $) | 1 Months Ended |
Feb. 28, 2013 | |
Class C Preferred Stock | Subsequent Event [Member] | ' |
Dividends paid to preferred shares holder | $140,000 |
Dividends paid to preferred share holder by issuing common shares (in shares) | 175,000 |
22_Subsequent_Events_Details_N
22. Subsequent Events (Details Narrative) (USD $) | Dec. 31, 2013 |
Class B Preferred Stock [Member] | ' |
Accrued Dividends | $56,840 |
Class C Preferred Stock | ' |
Accrued Dividends | $350,000 |