Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 13-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Principal Solar, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 5,604,181 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1587476 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and equivalents | $565,675 | $104,328 |
Accounts receivable | 122,788 | 105,143 |
Deposits | 250,000 | |
Prepaid assets | 36,956 | 49,831 |
Total current assets | 725,419 | 509,302 |
Restricted cash | 74,643 | 103,094 |
Total other assets | 10,322,340 | 7,579,243 |
Total assets | 11,047,759 | 8,088,545 |
Liabilities arising from reverse merger | 1,003,839 | 1,003,839 |
Compensation payable | 1,192,948 | 1,076,448 |
Accounts payable | 738,740 | 293,239 |
Current portion of acquisition note payable, net of discount | 249,816 | 249,816 |
Interest payable | 114,590 | 81,748 |
Note payable for insurance premiums | 16,982 | 33,250 |
Convertible notes payable, related parties | 630,000 | 630,000 |
Convertible debenture, net of discount | 201,389 | |
Convertible note | 50,000 | |
Accrued expenses and other liabilities | 55,448 | 15,881 |
Derivative liability on warrants | 1,269,215 | |
Total current liabilities | 5,522,967 | 3,384,221 |
Other Liabilities | ||
Acquisition note payable, net of discount | 4,345,799 | 4,403,163 |
Total liabilities | 9,868,766 | 7,787,384 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Preferred stock: $0.01 par value, 100,000,000 shares authorized; none issued | 0 | 0 |
Common stock: $0.01 par value, 300,000,000 shares authorized, 5,604,181 and 5,311,817 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 56,042 | 53,118 |
Additional paid-in capital | 11,989,559 | 9,897,412 |
Accumulated deficit | -11,705,802 | -10,482,079 |
Equity (Deficit) attributable to common stockholders | 339,799 | -531,550 |
Noncontrolling interest in subsidiary | 839,194 | 832,711 |
Total stockholders' equity | 1,178,993 | 301,161 |
Total liabilities and stockholders' equity | 11,047,759 | 8,088,545 |
Solar Arrays [Member] | ||
Current Assets | ||
Property Plant and Equipment | 6,488,210 | 6,563,704 |
Construction in Progress [Member] | ||
Current Assets | ||
Property Plant and Equipment | $3,759,487 | $912,445 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in Dollars per share) | $0.01 | $0.01 |
Preferred stock,shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in Dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 5,604,181 | 5,311,817 |
Common stock, shares outstanding | 5,604,181 | 5,311,817 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues | ||
Power generation | $184,075 | $217,290 |
Total revenues | 184,075 | 217,290 |
Cost of revenues | ||
Depreciation | 75,495 | 83,115 |
Direct operating costs | 52,227 | 51,988 |
Total cost of revenues | 127,722 | 135,103 |
Gross profit | 56,353 | 82,187 |
General and administrative expenses | 919,671 | 435,990 |
Operating loss | -863,318 | -353,803 |
Other expense | ||
Interest expense | 333,474 | 110,262 |
Loss on derivative liability warrants | 19,215 | 5,851 |
Total other expense | 352,689 | 116,113 |
Loss before provision for income taxes | -1,216,007 | -469,916 |
Provision for state income taxes | 1,233 | |
Net loss | -1,217,240 | -469,916 |
Less: Income attributable to noncontrolling interest in subsidiary | 6,483 | 10,671 |
Net loss attributable to common stockholders | ($1,223,723) | ($480,587) |
Net loss per share - basic and diluted (in Dollars per share) | ($0.23) | ($0.10) |
Weighted average shares outstanding - basic and diluted (in Shares) | 5,435,120 | 4,791,175 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Deficit (Unaudited) (USD $) | Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member] | Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Employee [Member] | Advisor [Member] | Total |
Advisor [Member] | Employee [Member] | Advisor [Member] | Employee [Member] | Advisor [Member] | |||||||||
Balance at Dec. 31, 2014 | $53,118 | $9,897,412 | ($10,482,079) | ($531,550) | $832,711 | $301,161 | |||||||
Balance (in Shares) at Dec. 31, 2014 | 5,311,817 | ||||||||||||
Common stock issued for cash | 2,798 | 1,676,203 | 1,679,001 | 1,679,001 | |||||||||
Common stock issued for cash (in Shares) | 279,835 | ||||||||||||
Stock-based compensation expense, Shares | 125 | 341,071 | 74,875 | 341,071 | 75,000 | 341,071 | 75,000 | ||||||
Stock-based compensation expense, Amount (in Shares) | 12,500 | ||||||||||||
Franctional shares issued in reverse stock split | -1 | ||||||||||||
Franctional shares issued in reverse stock split (in Shares) | 29 | ||||||||||||
Net income (loss) | -1,223,723 | -1,223,723 | 6,483 | -1,217,240 | |||||||||
Balance at Mar. 31, 2015 | $56,042 | $11,989,559 | ($11,705,802) | $339,799 | $839,194 | $1,178,993 | |||||||
Balance (in Shares) at Mar. 31, 2015 | 5,604,181 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
OPERATING ACTIVITIES | ||
Net loss | ($1,217,240) | ($469,916) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 75,494 | 83,115 |
Loss on derivative liability on warrants | 19,215 | 5,851 |
Amortization of discount on acquisition note payable | 206,480 | 5,091 |
Change in operating assets and liabilities: | ||
Accounts receivable | -17,645 | -43,588 |
Deposits | -25,000 | |
Prepaid assets | 12,875 | 3,750 |
Liabilities arising from reverse merger | 12,468 | |
Compensation payable | 116,500 | 126,439 |
Accounts payable | 50,551 | 24,720 |
Interest payable | 32,842 | -69 |
Accrued expenses and other liabilities | 39,567 | 18,343 |
Net cash used in operating activities | -265,290 | -241,359 |
INVESTING ACTIVITIES | ||
Construction in progress | -2,202,092 | |
-2,202,092 | ||
FINANCING ACTIVITIES | ||
Proceeds from acquisition debenture payable | 1,250,000 | |
Payments on acquisition note payable | -62,455 | -55,514 |
Proceeds from sale of common stock | 1,679,001 | 275,000 |
Proceeds from convertible note payable | 50,000 | |
Payments on note payable for insurance premiums | -16,268 | -3,352 |
Change in restricted cash | 28,451 | 23,487 |
Net cash provided by financing activities | 2,928,729 | 239,621 |
Increase (decrease) in cash and equivalents | 461,347 | -1,738 |
Cash and equivalents, beginning of period | 104,328 | 122,533 |
Cash and equivalents, end of period | 565,675 | 120,795 |
Supplemental Disclosures | ||
Interest paid | 94,152 | 92,773 |
Income taxes paid | 26 | |
Non-Cash Transactions: | ||
Discount on convertible debenture recorded as a derivative liability | 1,250,000 | |
Deposit applied to construction in progress | 250,000 | |
Construction in progress in accounts payable | 394,950 | |
Employee [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 341,071 | 17,737 |
Advisor [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | $75,000 |
Note_1_Overview
Note 1 - Overview | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 - OVERVIEW |
Basis of Presentation | |
The unaudited consolidated financial statements and related notes of have been prepared pursuant to Article 8-03 of the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments and information (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. | |
The year-end balance sheet was derived from the Company’s audited financial statements. The accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s audited financial statements included in its 2014 Annual Report on Form 10-K. The results of operations for the periods reflected herein are not necessarily indicative of the results to be expected for the full year. | |
Going Concern | |
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2015, the Company has an accumulated deficit of approximately $11.7 million, and the Company has had cumulative negative cash flows from operations since inception. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing, likely through the continued sale of its equity and equity-linked securities, to meet its obligations and pay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. | |
Concentration | |
Historically, approximately 96% of our consolidated power generation revenue arose from our Powerhouse One solar installation under an index-priced power purchase agreement ("PPA") having a fixed premium of $0.12 per kilowatt-hour over the GSA-1 scheduled rate (currently approximately $0.10 per kWh) through 2021, and a market rate based upon the then current GSA-1 scheduled rate for the remaining 10 years of the initial 20 year term ending in 2031. The buyer and counterparty of the PPA is Fayetteville Public Utility of Lincoln County Tennessee. A similar percentage of the accounts receivable also stems from this single relationship. | |
Reverse Stock Split | |
On May 5, 2015, the Company's Board of Directors and stockholders representing a majority of the shares outstanding on that date voted to effect a 1:4 reverse stock split (the "May 2015 Reverse"). Unless otherwise stated or the context would require otherwise, all share amounts disclosed throughout these financial statements retroactively takes into account the May 2015 Reverse, and all resulting fractional share amounts have been rounded to the nearest whole share. On May 6, 2015, the Company amended its Certificate of Incorporation with the State of Delaware reflecting the May 15 Reverse, and such reflection on the OTCPink® is pending with FINRA. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Account Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Recent Accounting Pronouncements | |
In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-02 Consolidation (Topic 810) Amendments to the Consolidation Analysis, which affects the following areas of the consolidation analysis: limited partnerships and similar entities, evaluation of fees paid to a decision maker or service provider as a variable interest and in determination of the primary beneficiary, effect of related parties on the primary beneficiary determination and for certain investment funds. ASU No. 2015-02 is effective for fiscal years beginning after December 15, 2015, and for interim periods beginning after December 31, 2017. We are evaluating the impact of this standard on our consolidated financial position, results of operations and cash flows. | |
In April 2015, FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30)" entitled "Simplifying the Presentation of Debt Issuance Costs". Effective for financial statements issued for fiscal years beginning after December 15, 2015, the statement provides that debt issuance costs are reflected as a discount to the debt on the Balance Sheet and amortized as additional interest expense over the life of the debt. While we have incurred such debt issuance costs in the past, such amounts have not been material, and we do not expect the adoption of this standard to have a material impact on our consolidated financial position, results of operations and cash flows. | |
Principles of Consolidation | |
The Company consolidates the financial position, results of operations, and cash flows of all majority-owned subsidiaries. The consolidated financial statements include the accounts of the Company (including the dba Principal Solar Institute) and its subsidiaries SunGen Mill 77, LLC; SunGen Step Guys, LLC; and Powerhouse One, LLC. Significant intercompany accounts and transactions have been eliminated in consolidation. | |
Fair Value | |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. We believe the carrying values of our current assets and current liabilities approximate their fair values, and the carrying value of our notes payable approximate their estimated fair value for debts with similar terms, interest rates, and remaining maturities currently available to companies with similar credit ratings. | |
All related party transactions are evaluated by our officers and/or Board of Directors who take into account various factors, including their fiduciary duty to the Company; the relationships of the related parties to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; and the terms the Company could receive from an unrelated third party. Despite this review, related party transactions may not be recorded at fair value. | |
We do not engage in hedging activities, but do have a derivative instrument treated as a liability whose value is measured on a recurring basis (see "Fair Value Instruments" and "Derivative Liability on Warrants" included herein). | |
Fair Value Instruments | |
On March 2, 2015, the Company entered into a convertible loan agreement with Alpha Capital Anstalt (Alpha") (See NOTE 6 - NOTES PAYABLE, Convertible Debentures). In connection with the loan, the Company granted Alpha complex warrants with certain "down round" protection. As such, they are treated as a derivative liability and were valued using a binomial lattice-based option valuation model using holding period assumptions developed from the Company's business plan and management assumptions, and expected volatility from comparable companies including OTC Pink® and small-cap companies. Increases or decreases in the Company's share price, the volatility of the share price, changes in interest rates in general, and the passage of time will all impact the value of these warrants. The Company re-values these warrants at the end of each reporting period and any changes are reflected as gains or losses in current period results. | |
(See NOTE 8 - DERIVATIVE LIABILITY ON WARRANTS). | |
Use of Estimates | |
The preparation of our financial statements in accordance with GAAP requires us to, on an ongoing basis, make significant estimates and judgments that affect the reported values of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions we believe are reasonable under the circumstances, the results of which form the basis for our conclusions. Actual results may differ from these estimates under different assumptions or conditions. Such differences could have a material impact on our future financial position, results of operations, and cash flows. | |
Cash and Equivalents | |
We consider cash, deposits, and short-term investments with original maturities of three months or less as cash and equivalents. Our deposits are maintained primarily in two financial institutions and, at times, may exceed amounts covered by U.S. Federal Deposit Insurance Corporation insurance. | |
Restricted Cash | |
As part of the June 2013 financing with Bridge Bank, National Association (see "Acquisition Note Payable" herein), the Company agreed to maintain in a restricted cash account all proceeds, less debt service and approved expenses, generated by our Powerhouse One subsidiary. Such account provides a minimum of $85,650 replacement reserve ("module reserve") on solar panels found to be defective and potentially not covered under the 25-year manufacturer's warranty. Funds in excess of the module reserve may be accessed by the Company whenever the debt service coverage ratio is greater than or equal to 1.1:1.0. | |
Accounts Receivable | |
Accounts receivable are stated at amounts management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of individual accounts. No allowance has been recorded in the accompanying financial statements. | |
Solar Arrays | |
Solar arrays are stated at historical cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the remaining estimated useful lives of the assets. The estimated useful lives of solar arrays are 25 years from the date first placed in service. Accumulated depreciation was $572,389 and $496,894 at March 31, 2015 and December 31, 2014, respectively. During the construction period, all costs and expenses related to the development and construction of a project, excluding administrative expenses, are recorded as construction in process. | |
In each case where a solar array is installed on property subject to a real estate lease, the Company is obligated to remove such installation at the end of the lease terms. As the expected termination dates including renewal periods are decades off (2041-2084); there is little experience uninstalling solar arrays anywhere in the world; costs are expected to be minimal; and the scrap value of the materials is expected to exceed the cost of removal, such removal costs have not been separately accounted for. | |
Long-Lived Assets | |
The recoverability of the carrying value of long-lived assets is assessed when an indicator of impairment has been identified. | |
For purposes of recognition and measurement of an impairment loss, a long-lived asset or group of assets is combined with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. | |
For long-lived assets, when impairment indicators are present, the Company compares undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If undiscounted cash flows are less than carrying value, the excess of carrying value over fair value is expensed in the period in which it is estimated to have occurred. | |
Power Purchase Agreement | |
The Company evaluated the PPA with reference to Accounting Standards Codification ("ASC") 805-20-25-10 entitled "Identifiable Intangible Assets" and determined that, while it is not separable from other assets, it does meet the contractual-legal criteria for separate recognition. Further evaluation with reference to ASC 840-10-15-6 entitled "Arrangements that qualify as Leases" concluded the PPA is not a lease, and reference to ASC 805-20-25-10 entitled "Identifiable Intangible Assets" concluded the PPA has no separately recordable value. | |
Revenue Recognition | |
Power generation revenue is recognized as delivered to the purchaser based upon electrical meters affixed to the solar array and measuring kilowatt-hours produced. Our current power generation operations do not generate renewable energy credits, performance-based incentives, or similar credits to the benefit of the Company. | |
Income Taxes | |
Income taxes are recorded under the asset and liability method under which deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |
We account for uncertain income tax positions in accordance with FASB ASC 740 entitled "Income Taxes". Interest costs and penalties related to income taxes are classified as interest expense and general and administrative costs, respectively, in our consolidated financial statements. Income tax returns are subject to a three-year statute of limitations during which they are subject to audit and adjustment. We file income tax returns in the United States federal jurisdiction and certain states. | |
Equity Transaction Fair Values | |
The estimated fair value of our Common Stock issued in share-based payments is measured by the more relevant of (1) the prices received in private placement sales of our stock or, (2) the Company's publically-quoted market price. We estimate the fair value of simple warrants and stock options when issued or, in the case of issuances to non-employees, when vested, using the Black-Scholes option-pricing ("Black-Scholes") model that requires the input of subjective assumptions. When valuing more complex warrants, options, or other derivative equity instruments, we use a binomial lattice-based option pricing model or Monte Carlo option pricing model, whichever management deems more appropriate in the circumstances. Recognition in stockholders’ equity and expense of the fair value of stock options awarded to employees is on the straight-line basis over the requisite service period. Subsequent changes in fair value are not recognized. | |
Net Income (Loss) per Share | |
Basic net income or loss per share is computed by dividing the net income or loss attributable to common stockholders for the period by the weighted average number of shares of Common Stock outstanding for the period. Diluted income per share reflects the potential dilution of other potential issuances of Common Stock including shares to be issued upon exercise of options and warrants and upon conversion of convertible debt and preferred stock. Potentially dilutive shares are not included in the event of a loss as the effect of doing so would be anti-dilutive. As of March 31, 2015, options to purchase 765,590 shares, warrants to purchase 276,513 shares of our Common Stock, and 467,500 shares issuable upon the conversion of convertible notes payable have been excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive. As of March 31, 2014, options to purchase 402,833 shares and warrants to purchase 587,592 shares of our Common Stock have been excluded from the calculation of diluted loss per share as their effect would have been anti-dilutive. |
Note_3_Liabilities_Arising_fro
Note 3 - Liabilities Arising from Reverse Merger | 3 Months Ended |
Mar. 31, 2015 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | NOTE 3 - LIABILITIES ARISING FROM REVERSE MERGER |
Liabilities arising from the reverse merger represent long term real estate leases which had been abandoned, general unsecured liabilities, commercial liens, and tax liens filed with various states all associated with the Company’s pre-reverse merger operations, which were unknowingly assumed in the March 2011 reverse merger transaction. The statute of limitations for most of such liabilities is five years and for most liens is ten years, subject to renewal at the lien holders’ option, depending upon the jurisdiction. Although the liens accrue interest at between 8% and 12% per year, the Company has ceased accruing interest as it believes the liability recorded to date is adequate to cover the ultimate claims that may, one day, be presented. Liabilities not associated with a lien have been accrued based upon management’s estimation of the amount to be paid. Liabilities associated with a lien have been accrued at face value. Management believes all such liabilities have been indemnified by Pegasus Funds, LLC (and/or its affiliates or related parties) to which (including its assigns) the Company issued 534,654 shares of its common stock as part of the reverse merger transaction. However, as the Company is obligor, the Company has recorded the liability. To date, only one lien holder has approached the Company concerning payment. Such lien holder is pursuing the former management of the Company first through litigation. To the extent such lien holder recovers the liability from the former management, the lien against the Company will be reduced. | |
In March 2015, the Company entered into a settlement agreement with Pegasus Funds LLC ("Pegasus") regarding its indemnification of the Company in regards to the Legacy Liabilities. In the settlement agreement, the Company agreed to accept the return of 214,154 shares of the original 534,654 shares of its Common Stock issued to Pegasus and its principals and affiliates in acquiring the shell company, Kupper Parker Communications, Inc., which later became Principal Solar, Inc. As the shares of Common Stock were initially issued in a common stock for preferred stock share exchange with Pegasus, the shares returned by Pegasus will be cancelled without further accounting recognition. Cancellation of the shares will be recognized for accounting purposes once they are received from Pegasus. | |
In the settlement with Pegasus, the Company preserved its rights to pursue the individual(s) serving as officers of Kupper Parker Communications, Inc. prior to the exchange of shares, who had agreed in the Exchange Agreement to "satisfy and assume liability for the payment of any additional liabilities not identified" in the agreement. In April 2015 the Company filed a lawsuit against the remaining individual serving as an officer of Kupper Parker Communications, Inc. prior to the exchange of shares seeking an amount of $991,371 plus accruing interest and legal fees. Any recovery from the lawsuit is uncertain at this time, and such recovery would in no way diminish our potential obligation to third parties. |
Note_4_Compensation_Payable
Note 4 - Compensation Payable | 3 Months Ended |
Mar. 31, 2015 | |
Compensation Related Costs [Abstract] | |
Compensation Related Costs, General [Text Block] | NOTE 4 - COMPENSATION PAYABLE |
Certain members of the management team have deferred payment of their compensation for the benefit of the Company. No interest is accrued on such deferral and no formal terms of payment have been established. |
Note_5_Acquisitions
Note 5 - Acquisitions | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 5 - ACQUISITIONS |
Principal Sunrise IV (fka "IS 46") (pending) | |
In November 2014, the Company entered into a Membership Interest Purchase Agreement ("MIPA") with Innovative Solar Systems, LLC, a solar developer operating primarily in North Carolina, to acquire Innovative Solar 46, LLC ("PS IV"), the owner of a 78.5mw AC solar project to be built in Cumberland County, North Carolina. PS IV holds a single and intangible asset, a 15-year PPA with Duke Energy Progress, Inc. PS IV does not have, nor has it ever had, any other assets, any liabilities, any employees, any revenues, or any operations of any kind. As such, PS IV is not a "business" as defined in the accounting literature, and it has no historical financial statements. PSI agreed to pay Innovative Solar Systems, LLC $6,280,000 for 100% of the membership interest of PS IV in a series of payments of approximately $300,000 per month between execution of the MIPA and the financial close (the point at which all project financing is arranged), and a balloon payment at financial close sufficient to having cumulatively paid 70% of the $6,280,000 price. The remaining 30% of the purchase price will be paid in installments of $150,000 per month through the project's commercial operation date. At March 31, 2015, a total of $2,070,000 has been paid to date, and failure by the Company to make any of the future scheduled payments may result in the loss of all payments made through such date. The Company is working with engineering and construction firms on final designs, and the total cost of the project based upon the preliminary work is expected to be approximately $173 million, including an estimated $10 million from a public offering in progress. The Company is in discussion with multiple parties to provide the acquisition, construction, and permanent financing for the project, however, no assurance can be given that adequate financing on terms acceptable, or even available, to the Company will be obtained. Closing of the acquisition is expected to occur no later than June 3, 2015, and construction is expected to be completed in late 2015. | |
Principal Sunrise V (fka "IS 42") (pending) | |
On March 2, 2015, the Company entered into a MIPA with Innovative Solar Systems, LLC, a solar developer operating primarily in North Carolina, to acquire Innovative Solar 42, LLC ("PS V"), the owner of a 72.9mw AC solar project to be built in Fayetteville, North Carolina. PS V holds a single and intangible asset, a 10-year power purchase agreement ("PPA") with Duke Energy Progress, Inc. PS V does not have, nor has it ever had, any other assets, any liabilities, any employees, any revenues, or any operations of any kind. As such, PS V is not a "business" as defined in the accounting literature, and it has no historical financial statements. PSI agreed to pay Innovative Solar Systems, LLC $5,832,000 for 100% of the membership interest of PS V in a series of payments of approximately $300,000 per month between execution of the MIPA and the financial close (the point at which all project financing is arranged), and a balloon payment at financial close sufficient to having cumulatively paid 70% of the $5,832,000 purchase price. The remaining 30% of the purchase price will be paid in installments of $150,000 per month through the project's commercial operation date. At March 31, 2015, a total of $870,000 has been paid to date, and failure by the Company to make any of the future scheduled payments may result in the loss of all payments made through such date. The Company is working with engineering and construction firms on final designs, and the total cost of the project based upon the preliminary work is expected to be approximately $150 million including an estimated $5 million from a public offering in progress. The Company is in discussion with multiple parties to provide the acquisition, construction, and permanent financing for the project, however, no assurance can be given that adequate financing on terms acceptable, or even available, to the Company will be obtained. Closing of the acquisition is expected to occur no later than August 30, 2015, and construction is expected to be completed in early 2016. |
Note_6_Notes_Payable
Note 6 - Notes Payable | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 - NOTES PAYABLE |
Acquisition Note Payable | |
On June 17, 2013, Powerhouse One, LLC secured financing of $5,050,000 from Bridge Bank, National Association to acquire the membership interest (and the underlying solar arrays) of co-sellers, Vis Solis, Inc., a Tennessee limited liability company, and AstroSol, Inc., a Tennessee corporation. The note matures on June 17, 2017, and bears a fixed interest rate of 7.5% annually. Interest is paid monthly and principal is paid quarterly beginning in September 2013 based on an 11-year amortization schedule. Covenants include the maintenance of a restricted cash account, routine reporting, and a minimum debt service coverage ratio calculated separately for Powerhouse One of not less than 1.10:1, measured quarterly following the first anniversary of the debt. The debt also restricts the payment of dividends, and it is secured by all the assets of Powerhouse and further guaranteed by Principal Solar, Inc. | |
In conjunction with the acquisition note payable, warrants to purchase 37,763 shares of Common Stock were issued to Bridge Bank with an exercise price of $4.00 and a contractual life of 10 years. The value of the warrants issued in connection with this debt, as determined using the Black-Scholes model, was $81,449 and is recorded as a discount to the debt. The discount is being amortized as interest expense over the life of the note. | |
The Bridge Bank warrants have cashless exercise rights, redemption rights providing the Company the right to redeem the warrants for $604,200, anti-dilution rights associated with offerings of equity securities, a term expiring on the first to occur of (i) the 10 year anniversary of the grant, (ii) the closing of the Company’s initial public offering (which is being affected pursuant to Registration Statement on Form S-1), or (iii) the liquidation of the Company (each a “Termination Event”). In each case, unless exercised earlier, the warrants are automatically exercised on a cashless basis upon a Termination Event. The Company also provided the holder registration rights in connection with the grant of the warrants. | |
Convertible Debenture | |
On March 2, 2015, the Company entered into a convertible loan agreement with Alpha Capital Anstalt ("Alpha") to borrow $1,250,000 (the "Loan"). The Loan is convertible into shares of Common Stock at a rate of $4.00 per share, bears interest at a rate of 8.0% per annum, all principal and interest is due on September 2, 2015, and the loan is secured by the assets of the Company and its subsidiaries (excluding Powerhouse One and all interest in its operations, its assets, and proceeds or distributions therefrom). The loan also contains certain "down round" protection that, due to the loan's short maturity, the prohibition in the debenture of issuing further debt, and managements assessment of the probability of issuing future convertible debt below $4.00 as remote, no separate value has been assigned to this aspect of the debt. The principal and accrued interest amounts on the Loan are convertible at any time into shares of Common Stock at a rate of $4.00 per share. In connection with the Loan, the Company granted Alpha 234,375 warrants (See NOTE 8 - DERIVATIVE LIABILITY ON WARRANTS). | |
Convertible Notes Payable, Related Parties | |
In June 2014, the Company issued convertible notes of $250,000 each to two of its Board members, Messrs. Heller and Marmol, to fund deposits on potential future acquisitions. Such potential acquisitions remain subject to significant uncertainties including due diligence, obtaining construction and permanent financing, and negotiating PPAs, developer agreements, and interconnection agreements. The notes bear interest at a rate of 18% per year and matured on December 5, 2014, and all principal and interest was due at maturity. Principal and interest is payable in cash or shares of Common Stock, at the option of the holder, at a conversion price of $4.00 per share. The notes were secured pursuant to a security agreement by the Company's interest in the otherwise unencumbered net cash flow, if any, from the operations of its Powerhouse One subsidiary. The Company may prepay the notes at any time, but the holders of the notes were guaranteed to receive a minimum of six months interest on the notes. | |
On February 27, 2015 (made effective on the original maturity date), the notes were modified to extend the maturity date to September 30, 2015, to reduce the interest rate from 18% to 12% per annum, and to eliminate all collateral securing the notes. All other aspects of the notes remained unchanged. | |
On December 1, 2014, Michael Gorton, the Company's Chief Executive Officer, loaned to the Company pursuant to a convertible promissory note the amount of $130,000. The note initially would have matured on June 30, 2015, bears interest at a rate of 12% per annum, is convertible into shares of our Common Stock at a price of $6.00 per share, and was secured by a claim on proceeds, if any, of a solar project being acquired (PS IV). The notes can be prepaid at any time prior to maturity without penalty. On February 27, 2015, the note was modified to extend the maturity date to September 30, 2015, and eliminate all collateral securing the note. All other aspects of the note remained unchanged. | |
In January 2015, the Company issued a convertible note to an unrelated party in the amount of $50,000. The note bears interest at a rate of 12% per year and matures on July 31, 2015, and all principal and interest is due at maturity. Principal and interest is payable in cash or shares of Common Stock, at the option of the holder, at a conversion price of $6.00 per share. The notes are secured pursuant to a security agreement by our interest in proceeds, if any, stemming from our interest in PS IV. The Company may prepay the notes at any time without penalty. |
Note_7_Leases
Note 7 - Leases | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Leases [Abstract] | |||||||||
Leases of Lessee Disclosure [Text Block] | NOTE 7 - LEASES | ||||||||
The Company's solar arrays sit on properties subject to long-term real estate leases (or similar agreements in the case of rooftop installations) with initial terms equal to the PPA and having one or more renewal options. Rental payments under the leases vary in type between fixed price, percentage of revenue, or, in the case of rooftop installations, no separate charge. The Company's current solar array installations are as follows: | |||||||||
Installation | Location | kW | Date | Term | Rent | ||||
Powerhouse One | Fayetteville, TN | 3,000 | Aug-11 | 20 yr. + 2 5-yr renewals | 4% of revenue | ||||
SunGen StepGuys | Alfred, ME | 110 | Sep-09 | 25 yr. + 2 25-yr renewals | None | ||||
The Company recognized expenses of $6,645 and $4,258 in rent under the Powerhouse One lease in the three months ended March 31, 2015 and 2014, respectively. | |||||||||
In each case, the Company is obligated to remove such installations at the end of the lease terms. As the expected termination dates are decades off; there is little experience de-installing solar arrays anywhere in the world; and, costs are expected to be minimal; such removal costs have not been separately accounted for. | |||||||||
The Company maintains its headquarters in Dallas, Texas pursuant to a month-to-month lease at a cost of $500 per month. |
Note_8_Derivative_Liability_on
Note 8 - Derivative Liability on Warrants | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Disclosure Text Block [Abstract] | |||||
Derivatives and Fair Value [Text Block] | NOTE 8 - DERIVATIVE LIABILITY ON WARRANTS | ||||
On March 2, 2015, the Company issued warrants to purchase 234,375 shares of Common Stock with a 66-month contractual term to Alpha Capital Anstalt in connection with the issuance of convertible debentures (See NOTE 6 "CONVERTIBLE DEBENTURE"). The warrants were immediately exercisable into the Company’s Common Stock with an exercise price of $6.00 per share. However, as the warrants have “down round” protection, they are treated as a derivative liability and were valued using a binomial lattice-based option valuation model using holding period assumptions developed from the Company's business plan and management assumptions, and expected volatility from comparable companies including OTC Pink® and small-cap companies. Increases or decreases in the Company's share price, the volatility of the share price, changes in interest rates in general, and the passage of time will all impact the value of these warrants. The Company re-values these warrants at the end of each reporting period and any changes are reflected as gains or losses in current period results. | |||||
Input assumptions on the issuance date were as follows: | |||||
Estimated fair value | $ | 6.77 | |||
Expected life (years) | 5.51 | ||||
Risk free interest rate | 1.65 | % | |||
Volatility | 146.11 | % | |||
The fair value of the warrant derivative liability outstanding as of March 31, 2015, was determined using "Level 2 Observable Inputs" as defined in ASC 820, entitled "Fair Value Measurement". | |||||
The following table sets forth a summary of changes in fair value of the warrants in 2015: | |||||
Beginning balance December 31, 2014 | $ | - | |||
Derivative warrants issued | 1,586,884 | ||||
Change in fair value included in net loss | (317,669 | ) | |||
Balance at March 31, 2015 | $ | 1,269,215 | |||
In this issuance of convertible debentures and warrants, done at arm's length between unrelated parties, the value of the warrants alone exceeded the proceeds received. The Company's need for ongoing financing made the transaction attractive, despite the economics. The application of FASB Topic 820 entitled "Fair Value Measurement", resulted in a loss on the date of issuance of $336,884, offset by a subsequent gain of $317,669 stemming from the subsequent movement in the price of our Common Stock, together resulting in a net loss on derivative liability warrants of $19,215 or the period ended March 31, 2015. |
Note_9_Capital_Stock
Note 9 - Capital Stock | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Stockholders' Equity Note [Abstract] | |||||
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 – CAPITAL STOCK | ||||
Preferred Stock | |||||
The Company has authorized 100,000,000 shares of $.01 par value Class A preferred stock but had none outstanding during the periods covered in the accompanying financial statements. | |||||
Common Stock | |||||
The Company has authorized 300,000,000 shares of $.01 par value Common Stock, and it trades on the OTC Pink® under the symbol “PSWW.” Holders of our Common Stock are entitled to one vote per share and receive dividends or other distributions when, and if, declared by our Board of Directors. In addition to shares outstanding, we have reserved 966,090 shares for issuance upon exercise of equity incentive awards with options to purchase 765,590 shares of Common Stock granted to date. | |||||
Stueben Investment | |||||
Effective June 14, 2013, the Company entered into a Subscription Agreement with Steuben Investment Company II, L.P. (“Steuben”). Pursuant to the subscription agreement, Steuben purchased 727,273 shares of the Company’s common stock for an aggregate of $1,600,000 or $2.20 per share. As additional consideration in connection with the subscription, the Company granted Steuben warrants to purchase 545,455 shares of the Company’s common stock with an exercise price of $4.00 per share and a term of 10 years. The Company also provided Steuben registration rights whereby the Company was required to file a registration statement and take all necessary actions to maintain the availability of Rule 144 for a period of two years following its effective date. The registration statement became effective on February 3, 2015. | |||||
In the event we fail to take all necessary actions to enable Steuben to sell shares pursuant to Rule 144, we may have to pay to Steuben penalties totaling $216,000 which could have a material adverse effect on our available cash, limit our ability to raise capital, and negatively impact our results of operations. The Company has not accrued a liability for this potential penalty, as it believes the payment of any such penalty is not probable. | |||||
Stock Options | |||||
The Company maintains the 2014 Equity Incentive Plan (the "Plan"), pursuant to which 716,090 shares of Common Stock were had previously been reserved for issuance. In January 2015, the Board of Directors reserved an additional 250,000 shares of Common Stock pursuant to the Plan and 765,590 of the total 966,090 reserved have been issued to date. | |||||
2015 Grants | |||||
In February 2015, the Company granted 6,250 options to acquire shares of Common Stock having an exercise price of $6.00 per share, a 10-year term, and immediate vesting to each of five directors as a discretionary bonus. The options were valued using the Black-Scholes model and the resulting equity-based compensation expense included in general and administrative expenses for 2015 was $187,500. The Company also granted in February 2015 options to acquire 6,000 shares of Common Stock to each of two advisors. The options have an exercise price of $6.00 per share, immediate vesting, and expiration dates extending to 5-years based upon their continued service of two years from the grant date. The options were valued using the Black-Scholes model and the resulting equity-based compensation expense included in general and administrative expenses for 2015 was $72,000. Finally, the Company granted to a consultant in February 2015 options to acquire 6,250 shares of Common Stock. The options have an exercise price of $6.00 per share, immediate vesting, and expiration dates extending to 10-years based upon continued service of three years from the date of grant. The options were valued using the Black-Scholes model and the resulting equity-based compensation expense included in general and administrative expenses for 2015 was $37,500. | |||||
As the Company does not have a significant history of post vesting exercises to estimate an expected life of the option, the simplified method was used wherein the expected life becomes the mid-point of the options vesting date and their contractual life. The valuation of all of the option issuances above were based upon the following parameters: | |||||
Estimated fair value | $ | 6 | |||
Expected life (years) | 2.5 to 5 | ||||
Risk free interest rate | 0.52 to 1.28 | % | |||
Volatility | 207.45 | % | |||
Warrants | |||||
The Company had 276,513 warrants outstanding at March 31, 2015, including 37,763 issued to Bridge Bank, National Association (Note 6), 234,375 issued to Alpha Capital Anstalt (Note 8), and 4,375 issued to various advisors in earlier years. The weighted average exercise price of outstanding warrants is $5.68 per share |
Note_10_Noncontrolling_Interes
Note 10 - Noncontrolling Interest | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Noncontrolling Interest [Abstract] | |||||
Noncontrolling Interest Disclosure [Text Block] | NOTE 10 - NONCONTROLLING INTEREST | ||||
The original owners of Powerhouse One continue to own approximately 11% of the membership interest of the limited liability company. The noncontrolling interests of equity investors in Powerhouse One is reported on the consolidated balance sheet and statement of operations as "Noncontrolling interest in subsidiary" ("noncontrolling interest") and reflects their respective interests in the equity and the income or loss of the limited liability company. | |||||
The following table sets forth the activity in the noncontrolling interest equity account during 2015: | |||||
Balance December 31, 2014 | $ | 832,711 | |||
Earnings allocated to noncontrolling interest | 6,483 | ||||
Balance March 31, 2015 | $ | 839,194 | |||
Note_11_Related_Party_Transact
Note 11 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 11 – RELATED PARTY TRANSACTIONS |
Other than the Board member options described herein in a note entitled "Stock Options,” the issuance of convertible notes described herein in the note entitled "Convertible Notes Payable, Related Parties", no other related party transactions occurred during the three months ended March 31, 2015 and 2014. |
Note_12_Taxes
Note 12 - Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 12 - TAXES |
Our estimated $8,258,355 federal income tax net operating loss carryover expires over the period from 2030 through 2034. Our federal and state income tax returns are no longer subject to examination for years before 2011. We have taken no tax positions that, more likely than not, may not be realized. | |
The Company has established a valuation allowance to fully reserve the net deferred tax assets in the accompanying financial statements, due to the uncertainty of the timing and amounts of future taxable income. |
Note_13_Commitments_and_Contin
Note 13 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 13 - COMMITMENTS AND CONTINGENCIES |
The Company may be subject to rescission rights from certain investors who purchased shares of our common stock based on their review of the presentation which we furnished as Exhibit 99.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2014, which may have constituted a communication of an “offer to sell” as described in Section 5(c) of the Securities Act of 1933, as amended (the “Securities Act”) in violation of Section 5 of the Securities Act. If a claim were brought by any recipients of such presentation and a court were to conclude that such presentation constituted a violation of Section 5 of the Securities Act, we could be required to repurchase the shares sold to the investors who reviewed such presentation at the original purchase price, plus statutory interest from the date of purchase, for claims brought during a period of one year from the date of their purchase of common stock. We could also incur considerable expense in contesting any such claims. The prospectus included in the Form S-1/A and dated October 20, 2014, included an additional risk factor stating: | |
"You should not rely on any information set forth in the presentation attached as Exhibit 99.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2014 in making an investment decision." | |
As of the date of these statements, no legal proceedings or claims have been made or threatened by any investors in the Company and the Company considers the likelihood that the investors will file suit to be remote. Therefore, in accordance with ASC 450-20 entitled “Loss Contingencies”, the Company has not recorded a liability for the potential rescission. |
Note_14_Subsequent_Events
Note 14 - Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 14 - SUBSEQUENT EVENT |
On May 6, 2015, the Company contracted to issue, in two separate tranches, 500,000 shares of its $.01 par value Series A Preferred stock ("Series A Preferred") to an unrelated investor at a purchase price of $4.00 per share, that will result in proceeds to the Company of $2,000,000. The preferred shares have a dividend rate of 12% per annum and, along with accrued dividends, are convertible into shares of our Common Stock at a price of $4.00 per share at any time on or before the third day following the receipt of proceeds from the Company's current public offering. If the shares are not converted by the holder during that time, the Company shall redeem the shares at face value plus accrued dividends from the proceeds of the public offering. | |
The first tranche of $1,000,000 was funded on May 6, 2015. The second tranche of $1,000,000 will be funded when a) the Registration Statement, as may be amended, is declared effective by the Securities and Exchange Commission, and b) the Company presents to the holder financing commitments to construct and operate one of our two announced solar projects, PS IV. | |
In connection with the issuance, the Company granted the holder warrants to purchase 375,000 shares of its Common Stock, also in two tranches, at a purchase price of $6.00 per share. | |
Use of proceeds from the issuance is limited to repayment of a certain convertible note outstanding in the amount of $50,000, development of PS IV and PS V, and general corporate purposes. The Company agreed to deliver subordination agreements regarding convertible notes held by related parties, and the incurrence of additional debt or issuance of additional equity instruments superior to the Series A Preferred, the payment of dividends, or the repurchase of our Common shares is prohibited. | |
If the Company's current public offering is not completed on or before July 1, 2015, the Company agreed to aggressively seek strategic alternatives including, without limitation, marketing the Company to a private equity group, seeking out a strategic purchaser, seeking a merger of equals, or selling its interest in one or more of the solar projects. | |
Funding of the initial tranche occurred pursuant to a binding term sheet, and the parties have agreed to work together in good faith to negotiate and execute definitive transaction documents on or before May 15, 2015. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements |
In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-02 Consolidation (Topic 810) Amendments to the Consolidation Analysis, which affects the following areas of the consolidation analysis: limited partnerships and similar entities, evaluation of fees paid to a decision maker or service provider as a variable interest and in determination of the primary beneficiary, effect of related parties on the primary beneficiary determination and for certain investment funds. ASU No. 2015-02 is effective for fiscal years beginning after December 15, 2015, and for interim periods beginning after December 31, 2017. We are evaluating the impact of this standard on our consolidated financial position, results of operations and cash flows. | |
In April 2015, FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30)" entitled "Simplifying the Presentation of Debt Issuance Costs". Effective for financial statements issued for fiscal years beginning after December 15, 2015, the statement provides that debt issuance costs are reflected as a discount to the debt on the Balance Sheet and amortized as additional interest expense over the life of the debt. While we have incurred such debt issuance costs in the past, such amounts have not been material, and we do not expect the adoption of this standard to have a material impact on our consolidated financial position, results of operations and cash flows. | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
The Company consolidates the financial position, results of operations, and cash flows of all majority-owned subsidiaries. The consolidated financial statements include the accounts of the Company (including the dba Principal Solar Institute) and its subsidiaries SunGen Mill 77, LLC; SunGen Step Guys, LLC; and Powerhouse One, LLC. Significant intercompany accounts and transactions have been eliminated in consolidation. | |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. We believe the carrying values of our current assets and current liabilities approximate their fair values, and the carrying value of our notes payable approximate their estimated fair value for debts with similar terms, interest rates, and remaining maturities currently available to companies with similar credit ratings. | |
All related party transactions are evaluated by our officers and/or Board of Directors who take into account various factors, including their fiduciary duty to the Company; the relationships of the related parties to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; and the terms the Company could receive from an unrelated third party. Despite this review, related party transactions may not be recorded at fair value. | |
We do not engage in hedging activities, but do have a derivative instrument treated as a liability whose value is measured on a recurring basis (see "Fair Value Instruments" and "Derivative Liability on Warrants" included herein). | |
Fair Value Instruments | |
On March 2, 2015, the Company entered into a convertible loan agreement with Alpha Capital Anstalt (Alpha") (See NOTE 6 - NOTES PAYABLE, Convertible Debentures). In connection with the loan, the Company granted Alpha complex warrants with certain "down round" protection. As such, they are treated as a derivative liability and were valued using a binomial lattice-based option valuation model using holding period assumptions developed from the Company's business plan and management assumptions, and expected volatility from comparable companies including OTC Pink® and small-cap companies. Increases or decreases in the Company's share price, the volatility of the share price, changes in interest rates in general, and the passage of time will all impact the value of these warrants. The Company re-values these warrants at the end of each reporting period and any changes are reflected as gains or losses in current period results. | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
The preparation of our financial statements in accordance with GAAP requires us to, on an ongoing basis, make significant estimates and judgments that affect the reported values of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions we believe are reasonable under the circumstances, the results of which form the basis for our conclusions. Actual results may differ from these estimates under different assumptions or conditions. Such differences could have a material impact on our future financial position, results of operations, and cash flows. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Equivalents |
We consider cash, deposits, and short-term investments with original maturities of three months or less as cash and equivalents. Our deposits are maintained primarily in two financial institutions and, at times, may exceed amounts covered by U.S. Federal Deposit Insurance Corporation insurance. | |
Restricted Cash | |
As part of the June 2013 financing with Bridge Bank, National Association (see "Acquisition Note Payable" herein), the Company agreed to maintain in a restricted cash account all proceeds, less debt service and approved expenses, generated by our Powerhouse One subsidiary. Such account provides a minimum of $85,650 replacement reserve ("module reserve") on solar panels found to be defective and potentially not covered under the 25-year manufacturer's warranty. Funds in excess of the module reserve may be accessed by the Company whenever the debt service coverage ratio is greater than or equal to 1.1:1.0. | |
Receivables, Policy [Policy Text Block] | Accounts Receivable |
Accounts receivable are stated at amounts management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of individual accounts. No allowance has been recorded in the accompanying financial statements. | |
Property, Plant and Equipment, Policy [Policy Text Block] | Solar Arrays |
Solar arrays are stated at historical cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the remaining estimated useful lives of the assets. The estimated useful lives of solar arrays are 25 years from the date first placed in service. Accumulated depreciation was $572,389 and $496,894 at March 31, 2015 and December 31, 2014, respectively. During the construction period, all costs and expenses related to the development and construction of a project, excluding administrative expenses, are recorded as construction in process. | |
In each case where a solar array is installed on property subject to a real estate lease, the Company is obligated to remove such installation at the end of the lease terms. As the expected termination dates including renewal periods are decades off (2041-2084); there is little experience uninstalling solar arrays anywhere in the world; costs are expected to be minimal; and the scrap value of the materials is expected to exceed the cost of removal, such removal costs have not been separately accounted for. | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets |
The recoverability of the carrying value of long-lived assets is assessed when an indicator of impairment has been identified. | |
For purposes of recognition and measurement of an impairment loss, a long-lived asset or group of assets is combined with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. | |
For long-lived assets, when impairment indicators are present, the Company compares undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If undiscounted cash flows are less than carrying value, the excess of carrying value over fair value is expensed in the period in which it is estimated to have occurred. | |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Power Purchase Agreement |
The Company evaluated the PPA with reference to Accounting Standards Codification ("ASC") 805-20-25-10 entitled "Identifiable Intangible Assets" and determined that, while it is not separable from other assets, it does meet the contractual-legal criteria for separate recognition. Further evaluation with reference to ASC 840-10-15-6 entitled "Arrangements that qualify as Leases" concluded the PPA is not a lease, and reference to ASC 805-20-25-10 entitled "Identifiable Intangible Assets" concluded the PPA has no separately recordable value. | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition |
Power generation revenue is recognized as delivered to the purchaser based upon electrical meters affixed to the solar array and measuring kilowatt-hours produced. Our current power generation operations do not generate renewable energy credits, performance-based incentives, or similar credits to the benefit of the Company. | |
Income Tax, Policy [Policy Text Block] | Income Taxes |
Income taxes are recorded under the asset and liability method under which deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |
We account for uncertain income tax positions in accordance with FASB ASC 740 entitled "Income Taxes". Interest costs and penalties related to income taxes are classified as interest expense and general and administrative costs, respectively, in our consolidated financial statements. Income tax returns are subject to a three-year statute of limitations during which they are subject to audit and adjustment. We file income tax returns in the United States federal jurisdiction and certain states. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Equity Transaction Fair Values |
The estimated fair value of our Common Stock issued in share-based payments is measured by the more relevant of (1) the prices received in private placement sales of our stock or, (2) the Company's publically-quoted market price. We estimate the fair value of simple warrants and stock options when issued or, in the case of issuances to non-employees, when vested, using the Black-Scholes option-pricing ("Black-Scholes") model that requires the input of subjective assumptions. When valuing more complex warrants, options, or other derivative equity instruments, we use a binomial lattice-based option pricing model or Monte Carlo option pricing model, whichever management deems more appropriate in the circumstances. Recognition in stockholders’ equity and expense of the fair value of stock options awarded to employees is on the straight-line basis over the requisite service period. Subsequent changes in fair value are not recognized. | |
Earnings Per Share, Policy [Policy Text Block] | Net Income (Loss) per Share |
Basic net income or loss per share is computed by dividing the net income or loss attributable to common stockholders for the period by the weighted average number of shares of Common Stock outstanding for the period. Diluted income per share reflects the potential dilution of other potential issuances of Common Stock including shares to be issued upon exercise of options and warrants and upon conversion of convertible debt and preferred stock. Potentially dilutive shares are not included in the event of a loss as the effect of doing so would be anti-dilutive. As of March 31, 2015, options to purchase 765,590 shares, warrants to purchase 276,513 shares of our Common Stock, and 467,500 shares issuable upon the conversion of convertible notes payable have been excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive. As of March 31, 2014, options to purchase 402,833 shares and warrants to purchase 587,592 shares of our Common Stock have been excluded from the calculation of diluted loss per share as their effect would have been anti-dilutive. |
Note_7_Leases_Tables
Note 7 - Leases (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Leases [Abstract] | |||||||||
Operating Leases of Lessee Disclosure [Table Text Block] | Installation | Location | kW | Date | Term | Rent | |||
Powerhouse One | Fayetteville, TN | 3,000 | Aug-11 | 20 yr. + 2 5-yr renewals | 4% of revenue | ||||
SunGen StepGuys | Alfred, ME | 110 | Sep-09 | 25 yr. + 2 25-yr renewals | None |
Note_8_Derivative_Liability_on1
Note 8 - Derivative Liability on Warrants (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Disclosure Text Block [Abstract] | |||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Estimated fair value | $ | 6.77 | ||
Expected life (years) | 5.51 | ||||
Risk free interest rate | 1.65 | % | |||
Volatility | 146.11 | % | |||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Beginning balance December 31, 2014 | $ | - | ||
Derivative warrants issued | 1,586,884 | ||||
Change in fair value included in net loss | (317,669 | ) | |||
Balance at March 31, 2015 | $ | 1,269,215 |
Note_9_Capital_Stock_Tables
Note 9 - Capital Stock (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Stockholders' Equity Note [Abstract] | |||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Estimated fair value | $ | 6 | ||
Expected life (years) | 2.5 to 5 | ||||
Risk free interest rate | 0.52 to 1.28 | % | |||
Volatility | 207.45 | % |
Note_10_Noncontrolling_Interes1
Note 10 - Noncontrolling Interest (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Noncontrolling Interest [Abstract] | |||||
Redeemable Noncontrolling Interest [Table Text Block] | Balance December 31, 2014 | $ | 832,711 | ||
Earnings allocated to noncontrolling interest | 6,483 | ||||
Balance March 31, 2015 | $ | 839,194 |
Note_1_Overview_Details
Note 1 - Overview (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | 5-May-15 | Dec. 31, 2014 | |
Note 1 - Overview (Details) [Line Items] | |||
Retained Earnings (Accumulated Deficit) | ($11,705,802) | ($10,482,079) | |
Power Purchase Agreements Remaining Contractual Term | 10 years | ||
Power Purchase Agreements, Contractual Term | 20 years | ||
Index-priced PPA [Member] | |||
Note 1 - Overview (Details) [Line Items] | |||
Sale Price, Power Generated, Per Unit | 0.12 | ||
GSA-1 Scheduled Rate [Member] | |||
Note 1 - Overview (Details) [Line Items] | |||
Sale Price, Power Generated, Per Unit | 0.1 | ||
Power Purchase Agreements [Member] | Product Concentration Risk [Member] | Power Generation Revenue [Member] | |||
Note 1 - Overview (Details) [Line Items] | |||
Concentration Risk, Percentage | 96.00% | ||
Reverse Stock Split [Member] | |||
Note 1 - Overview (Details) [Line Items] | |||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 4 |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Account Policies (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Note 2 - Summary of Significant Account Policies (Details) [Line Items] | |||
Restricted Cash and Cash Equivalents (in Dollars) | 85,650 | ||
Debt Instrument, Covenant Terms, Debt Service Coverage Ratio | 1.1 | ||
Allowance for Doubtful Accounts Receivable (in Dollars) | 0 | ||
Employee Stock Option [Member] | |||
Note 2 - Summary of Significant Account Policies (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 765,590 | 402,833 | |
Warrant [Member] | |||
Note 2 - Summary of Significant Account Policies (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 276,513 | 587,592 | |
Convertible Debt Securities [Member] | |||
Note 2 - Summary of Significant Account Policies (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 467,500 | ||
Solar Arrays [Member] | |||
Note 2 - Summary of Significant Account Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 25 years | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment (in Dollars) | 572,389 | $496,894 |
Note_3_Liabilities_Arising_fro1
Note 3 - Liabilities Arising from Reverse Merger (Details) (USD $) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | |
Subsequent Event [Member] | Officers of Kupper Parker Communications [Member] | |||
Note 3 - Liabilities Arising from Reverse Merger (Details) [Line Items] | |||
Loss Contingency, Damages Sought, Value | $991,371 | ||
Pegasus Funds LLC [Member] | |||
Note 3 - Liabilities Arising from Reverse Merger (Details) [Line Items] | |||
Stock Issued During Period, Shares, Reverse Merger | 534,654 | ||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 214,154 | ||
Minimum [Member] | |||
Note 3 - Liabilities Arising from Reverse Merger (Details) [Line Items] | |||
Interest Rate, Accrual, Commercial and Tax Liens, Percent | 8.00% | ||
Maximum [Member] | |||
Note 3 - Liabilities Arising from Reverse Merger (Details) [Line Items] | |||
Interest Rate, Accrual, Commercial and Tax Liens, Percent | 12.00% |
Note_4_Compensation_Payable_De
Note 4 - Compensation Payable (Details) (Management [Member], USD $) | Mar. 31, 2015 |
Management [Member] | |
Note 4 - Compensation Payable (Details) [Line Items] | |
Interest Payable | $0 |
Note_5_Acquisitions_Details
Note 5 - Acquisitions (Details) (Power Purchase Agreements [Member], USD $) | 1 Months Ended | 0 Months Ended | 3 Months Ended |
Nov. 30, 2014 | Mar. 02, 2015 | Mar. 31, 2015 | |
Between Execution of the MIPA and the Financial Close [Member] | PS IV [Member] | |||
Note 5 - Acquisitions (Details) [Line Items] | |||
Monthly Payments to Acquire Intangible Assets | $300,000 | ||
Between Execution of the MIPA and the Financial Close [Member] | PS V [Member] | |||
Note 5 - Acquisitions (Details) [Line Items] | |||
Monthly Payments to Acquire Intangible Assets | 300,000 | ||
Through the Project's Commercial Operation Date [Member] | PS IV [Member] | |||
Note 5 - Acquisitions (Details) [Line Items] | |||
Monthly Payments to Acquire Intangible Assets | 150,000 | ||
PS IV [Member] | |||
Note 5 - Acquisitions (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||
Acquire Intangible Assets, Future Minimum Payments Due | 6,280,000 | ||
Intangible Asset Acquisition, Percentage of Interests Acquired | 100.00% | ||
Cumulative Payments, Percent | 70.00% | ||
Remaining Purchase Price, Percent | 30.00% | ||
Payments to Acquire Intangible Assets | 2,070,000 | ||
Project Cost, Expected Cost | 173,000,000 | ||
Project Cost, Expected Cost, Estimated Portion Funded by Public Offering | 10,000,000 | ||
PS V [Member] | |||
Note 5 - Acquisitions (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Acquire Intangible Assets, Future Minimum Payments Due | 5,832,000 | ||
Intangible Asset Acquisition, Percentage of Interests Acquired | 100.00% | ||
Monthly Payments to Acquire Intangible Assets | 150,000 | ||
Cumulative Payments, Percent | 70.00% | ||
Remaining Purchase Price, Percent | 30.00% | ||
Payments to Acquire Intangible Assets | 870,000 | ||
Project Cost, Expected Cost | 150,000,000 | ||
Project Cost, Expected Cost, Estimated Portion Funded by Public Offering | $5,000,000 |
Note_6_Notes_Payable_Details
Note 6 - Notes Payable (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Feb. 27, 2015 | Jun. 30, 2014 | Dec. 01, 2014 | Jun. 17, 2013 | Mar. 31, 2015 | Mar. 02, 2015 | Jan. 31, 2015 | |
Note 6 - Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Covenant Terms, Debt Service Coverage Ratio | 1.1 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $5.68 | ||||||
Convertible Debt [Member] | Principal, Convertible Convertible into Shares of Common Stock [Member] | Alpha Capital Anstalt [Member] | |||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Convertible, Conversion Price | 4 | ||||||
Convertible Debt [Member] | Principal and Accrued Interest, Convertible Convertible into Shares of Common Stock [Member] | Alpha Capital Anstalt [Member] | |||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Convertible, Conversion Price | 4 | ||||||
Convertible Debt [Member] | Alpha Capital Anstalt [Member] | Minimum [Member] | |||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Convertible, Conversion Price | $4 | ||||||
Convertible Debt [Member] | Alpha Capital Anstalt [Member] | |||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | 1,250,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||
Convertible Debt [Member] | |||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | 50,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $6 | ||||||
Convertible Notes Payable [Member] | Board Member [Member] | |||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Maturity Date | 30-Sep-15 | 5-Dec-14 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 18.00% | |||||
Debt Instrument, Convertible, Conversion Price | $4 | ||||||
Proceeds from Convertible Debt | 250,000 | ||||||
Convertible Notes Payable [Member] | Chief Executive Officer [Member] | |||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Maturity Date | 30-Sep-15 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $6 | ||||||
Proceeds from Convertible Debt | 130,000 | ||||||
Bridge Bank, National Association [Member] | Powerhouse One, LLC [Member] | |||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | 5,050,000 | ||||||
Debt Instrument, Maturity Date | 17-Jun-17 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | ||||||
Debt Instrument, Covenant Terms, Debt Service Coverage Ratio | 1.1 | ||||||
Bridge Bank, National Association [Member] | |||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 37,763 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $4 | ||||||
Class of Warrant or Right, Outstanding, Contractual Life | 10 years | ||||||
Debt Instrument, Unamortized Discount | 81,449 | ||||||
Class of Warrants or Right Outstanding, Redemption Value | $604,200 | ||||||
Class of Warrant or Right, Issued During Period | 37,763 | ||||||
Alpha Capital Anstalt [Member] | |||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||
Class of Warrant or Right, Issued During Period | 234,375 | 234,375 |
Note_7_Leases_Details
Note 7 - Leases (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
SunGen Mill 77 [Member] | ||
Note 7 - Leases (Details) [Line Items] | ||
Operating Leases, Monthly Rent Expense | $500 | |
Powerhouse One, LLC [Member] | ||
Note 7 - Leases (Details) [Line Items] | ||
Operating Leases, Rent Expense | $6,645 | $4,258 |
Note_7_Leases_Details_Current_
Note 7 - Leases (Details) - Current Solar Array Installations | 3 Months Ended |
Mar. 31, 2015 | |
Powerhouse One, LLC [Member] | |
Operating Leased Assets [Line Items] | |
Location | Fayetteville, TN |
kW | 3,000 |
Date | Aug-11 |
Term | 20 yr. + 2 5-yr renewals |
Rent | 4% of revenue |
SunGen Step Guys [Member] | |
Operating Leased Assets [Line Items] | |
Location | Alfred, ME |
kW | 110 |
Date | Sep-09 |
Term | 25 yr. + 2 25-yr renewals |
Rent | None |
Note_8_Derivative_Liability_on2
Note 8 - Derivative Liability on Warrants (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 02, 2015 | |
Note 8 - Derivative Liability on Warrants (Details) [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $5.68 | ||
Derivative, Gain (Loss) on Derivative, Net | ($19,215) | ($5,851) | |
Warrant [Member] | |||
Note 8 - Derivative Liability on Warrants (Details) [Line Items] | |||
Derivative, Loss on Derivative | 336,884 | ||
Derivative, Gain on Derivative | 317,669 | ||
Derivative, Gain (Loss) on Derivative, Net | ($19,215) | ||
Alpha Capital Anstalt [Member] | Convertible Debt [Member] | |||
Note 8 - Derivative Liability on Warrants (Details) [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 234,375 | ||
Class of Warrant or Right, Outstanding, Contractual Life | 66 months | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $6 |
Note_8_Derivative_Liability_on3
Note 8 - Derivative Liability on Warrants (Details) - Warrant Input Assumptions (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Note 8 - Derivative Liability on Warrants (Details) - Warrant Input Assumptions [Line Items] | |
Estimated fair value (in Dollars) | $6.77 |
Risk free interest rate | 1.65% |
Volatility | 146.11% |
Warrant [Member] | |
Note 8 - Derivative Liability on Warrants (Details) - Warrant Input Assumptions [Line Items] | |
Expected life (years) | 5 years 186 days |
Note_8_Derivative_Liability_on4
Note 8 - Derivative Liability on Warrants (Details) - Changes in Fair Value of Derivative Warrants (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Note 8 - Derivative Liability on Warrants (Details) - Changes in Fair Value of Derivative Warrants [Line Items] | |
Balance at March 31, 2015 | $1,269,215 |
Warrant [Member] | Fair Value, Inputs, Level 2 [Member] | |
Note 8 - Derivative Liability on Warrants (Details) - Changes in Fair Value of Derivative Warrants [Line Items] | |
Beginning balance December 31, 2014 | |
Derivative warrants issued | 1,586,884 |
Change in fair value included in net loss | -317,669 |
Balance at March 31, 2015 | 1,269,215 |
Warrant [Member] | |
Note 8 - Derivative Liability on Warrants (Details) - Changes in Fair Value of Derivative Warrants [Line Items] | |
Change in fair value included in net loss | ($317,669) |
Note_9_Capital_Stock_Details
Note 9 - Capital Stock (Details) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Mar. 31, 2015 | Jun. 17, 2013 | Mar. 02, 2015 | Jun. 14, 2013 | Feb. 28, 2015 | Dec. 31, 2014 | Jan. 31, 2015 | |
Note 9 - Capital Stock (Details) [Line Items] | |||||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.01 | $0.01 | |||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | |||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.01 | $0.01 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 966,090 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 765,590 | ||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $1,679,001 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $5.68 | ||||||
Class of Warrant or Right, Outstanding | 276,513 | ||||||
General and Administrative Expense [Member] | Director [Member] | |||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||
Allocated Share-based Compensation Expense (in Dollars) | 187,500 | ||||||
General and Administrative Expense [Member] | Advisor [Member] | |||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||
Allocated Share-based Compensation Expense (in Dollars) | 72,000 | ||||||
General and Administrative Expense [Member] | Consultant [Member] | |||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||
Allocated Share-based Compensation Expense (in Dollars) | 37,500 | ||||||
Preferred Class A [Member] | |||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||
Preferred Stock, Shares Authorized | 100,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.01 | ||||||
Preferred Stock, Shares Outstanding | 0 | ||||||
The 2014 Equity Incentive Plan [Member] | |||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 716,090 | 250,000 | |||||
Stock Issued During Period, Shares, New Issues | 765,590 | ||||||
Common Stock Capital Shares Issued and Reserved for Future Issuance | 966,090 | ||||||
Bridge Bank, National Association [Member] | |||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 37,763 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $4 | ||||||
Class of Warrant or Right, Outstanding, Contractual Life | 10 years | ||||||
Class of Warrant or Right, Issued During Period | 37,763 | ||||||
Alpha Capital Anstalt [Member] | |||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||
Class of Warrant or Right, Issued During Period | 234,375 | 234,375 | |||||
Steuben Investment Company II, L.P. [Member] | |||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 727,273 | ||||||
Stock Issued During Period, Value, New Issues (in Dollars) | 1,600,000 | ||||||
Sale of Stock, Price Per Share (in Dollars per share) | $2.20 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 545,455 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $4 | ||||||
Class of Warrant or Right, Outstanding, Contractual Life | 10 years | ||||||
Expected Penality to be Paid (in Dollars) | $216,000 | ||||||
Director [Member] | |||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,250 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $6 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||
Advisor [Member] | |||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $6 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award,ExpectedContinuedServicePeriod | 2 years | ||||||
Class of Warrant or Right, Issued During Period | 4,375 | ||||||
Consultant [Member] | |||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,250 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $6 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award,ExpectedContinuedServicePeriod | 3 years |
Note_9_Capital_Stock_Details_F
Note 9 - Capital Stock (Details) - Fair Value Assumptions (Advisor [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Note 9 - Capital Stock (Details) - Fair Value Assumptions [Line Items] | |
Estimated fair value (in Dollars per share) | 6 |
Volatility | 207.45% |
Minimum [Member] | |
Note 9 - Capital Stock (Details) - Fair Value Assumptions [Line Items] | |
Expected life (years) | 2 years 6 months |
Risk free interest rate | 0.52% |
Maximum [Member] | |
Note 9 - Capital Stock (Details) - Fair Value Assumptions [Line Items] | |
Expected life (years) | 5 years |
Risk free interest rate | 1.28% |
Note_10_Noncontrolling_Interes2
Note 10 - Noncontrolling Interest (Details) (The Original Owners of Powerhouse One [Member]) | Mar. 31, 2015 |
The Original Owners of Powerhouse One [Member] | |
Note 10 - Noncontrolling Interest (Details) [Line Items] | |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 11.00% |
Note_10_Noncontrolling_Interes3
Note 10 - Noncontrolling Interest (Details) - Activity in Noncontrolling Interest (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Activity in Noncontrolling Interest [Abstract] | ||
Balance December 31, 2014 | $832,711 | |
Earnings allocated to noncontrolling interest | 6,483 | 10,671 |
Balance March 31, 2015 | $839,194 |
Note_12_Taxes_Details
Note 12 - Taxes (Details) (USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $8,258,355 |
Note_13_Commitments_and_Contin1
Note 13 - Commitments and Contingencies (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Proceeds from Legal Settlements | $0 |
Loss Contingency, Pending Claims, Number | 0 |
Note_14_Subsequent_Events_Deta
Note 14 - Subsequent Events (Details) (USD $) | 0 Months Ended | ||
6-May-15 | Mar. 31, 2015 | Dec. 31, 2014 | |
Note 14 - Subsequent Events (Details) [Line Items] | |||
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Par or Stated Value Per Share | $0.01 | $0.01 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $5.68 | ||
Convertible Notes Payable, Current | $50,000 | ||
Subsequent Event [Member] | Tranche 1 [Member] | Convertible Preferred Series A Stock [Member] | |||
Note 14 - Subsequent Events (Details) [Line Items] | |||
Proceeds from Issuance of Convertible Preferred Stock | 1,000,000 | ||
Subsequent Event [Member] | Tranche 2 [Member] | Convertible Preferred Series A Stock [Member] | |||
Note 14 - Subsequent Events (Details) [Line Items] | |||
Proceeds from Issuance of Convertible Preferred Stock | 1,000,000 | ||
Subsequent Event [Member] | Convertible Preferred Series A Stock [Member] | |||
Note 14 - Subsequent Events (Details) [Line Items] | |||
Preferred Stock, Shares Issued | 500,000 | ||
Preferred Stock, Par or Stated Value Per Share | $0.01 | ||
Share Price | $4 | ||
Proceeds from Issuance of Convertible Preferred Stock | $2,000,000 | ||
Preferred Stock, Dividend Rate, Percentage | 12.00% | ||
Preferred Stock, Conversion Price | $4 | ||
Subsequent Event [Member] | |||
Note 14 - Subsequent Events (Details) [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 375,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $6 |