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 bore a fixed interest rate of 7.5% annually. In August 2015, as a part of the disposal of Powerhouse One, all principal and interest pursuant to the Acquisition Note Payable was paid in full. 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 was recorded as a discount to the debt. Amortization expense was $50,057 and $20,363 in 2015 and 2014, respectively. 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 subsequent 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, 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 (Alpha) On March 2, 2015, the Company entered into a convertible debenture with Alpha Capital Anstalt ("Alpha") to borrow $1,250,000. In August 2015, all principal and interest pursuant to the convertible debenture was paid in full. The debenture was convertible into shares of Common Stock at a rate of $4.00 per share, bore interest at a rate of 8.0% per annum, and all principal and interest was due on September 2, 2015. The debenture also contained certain "down round" protection that, due to its short maturity, the prohibition in the debenture of issuing further debt, and management's assessment of the probability of issuing future convertible debt below $4.00 as remote, no separate value had been assigned to this aspect of the debt. In connection with the Loan, the Company granted Alpha 234,375 warrants having a term of 66 months and an exercise price of $6.00 per share (See NOTE 10 - DERIVATIVE LIABILITY ON WARRANTS). On May 6, 2015, the Company issued Series A Preferred stock (NOTE 11 “Preferred Stock”) resetting the exercise price of the warrants to $4.00 per share. On July 1, 2015, the Company issued Convertible Debentures with a conversion price of $.50 per share and warrants exercisable at $6.00 per share (see "Convertible Debentures (TCH)" below). In its consent to this later transaction, Alpha waived its "down round" rights in this single instance. As the debentures were repaid in full in August 2015, by the terms of the debenture, no further adjustment to the exercise price of the warrants is possible. 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. In August 2015, all principal and interest pursuant to the convertible notes were paid in full. The notes initially bore interest at a rate of 18% per year, and matured on December 5, 2014. In February 2015 (made effective on the original maturity date), the notes were modified to extend the maturity date to September 30, 2015, and to reduce the interest rate from 18% to 12% per annum. In December 2014, Michael Gorton, the Company's Chief Executive Officer, loaned to the Company pursuant to a convertible note the amount of $130,000. In August 2015, all principal and interest pursuant to the convertible notes were paid in full. The note bore interest at a rate of 12% per annum and was scheduled to mature, after being modified in February 2015, on September 30, 2015. In August 2015, a contractor to the Company made a short-term loan to the Company in the amount of $240,293 under a short-term promissory note. In August 2015, all principal and interest pursuant to the short-term promissory note was paid in full. The note bore a flat fee of $36,000 that was recorded as interest expense, and was scheduled to mature on October 3, 2015. Convertible Notes, Non-Related Party In January 2015, the Company issued a convertible note to an unrelated party in the amount of $50,000. In August 2015, all principal and interest pursuant to the convertible note was paid in full. The note bore interest at a rate of 12% per year and was scheduled to mature on September 30, 2015 Convertible Debentures (TCH) On July 1, 2015, the Company agreed to issue, in one or more separate tranches, up to $2.0 million of a newly created Senior Secured Convertible Debenture ("Debentures") security to three of its existing equity investors: Steuben Investment Company II, L.P. ("Steuben"), TCH Principal Solar, LP, ("TCH"), and SMCDLB, LLC ("SMC"). The first tranche of approximately $1.1 million was funded beginning July 1, 2015, and proceeds were used to meet obligations of our Principal Sunrise IV and Principal Sunrise V solar projects under development. In August 2015, all principal and interest pursuant to the Debentures were paid in full. The Debentures bore interest at a rate of 8% per annum, and were scheduled to mature on September 1, 2015. In connection with the Debentures, the Company granted to the holders 60-month warrants to purchase up to 90,796 shares of Common Stock at a price of $6.00 per share. As the warrants were not complex, they were valued using a Black-Scholes model at $75,361, initially recorded as a discount to the debt, and fully amortized to interest expense in the current period. Input assumptions on the issuance date were as follows: Estimated fair value $ 0.83 Expected life (years) 5 Risk free rate .017 % Volatility 168.93 % Arowana Note Additional Projects On August 20, 2015, the Company issued a promissory note and security agreement to Arowana in the original principal amount of $1,600,000. The note matures on December 31, 2016, and bears simple interest at the rate of 6% per annum (the "Arowana Note"). The note is convertible, at the option of the holder, into membership interests in our Principal Sunrise V project based upon a valuation not yet determinable. The Company used the proceeds from the Arowana Note to make investments in two additional projects totaling 68MW AC ("Additional Projects"). The first of the two projects, 34.2MW AC in North Carolina, should begin construction in the second quarter of 2016 and is expected to be completed in the fourth quarter of 2016. The second of the two projects, 33.8 MW AC also in North Carolina, is approximately 6 weeks behind the first. The Additional Projects serve as collateral for the Company’s obligations under the Arowana Note, which is otherwise unsecured and non-recourse to the Company. Arowana continues to fund the development costs of the Additional Projects and, at December 31, 2016, the cumulative investment in the Additional Projects totaled $5.5 million, and the balance of the Arowana Note was $5.6 million, including interest. There can be no assurance Arowana will continue funding the two projects and failing to do so could, depending upon the finality, timing, and proceeds from the assignment of Principal Sunrise V, could cause the related power purchase agreements to be in default, resulting in a loss of all amounts invested to date. Principal Sunrise V Effective November 25, 2015, the Company issued a promissory note to Arowana in the principal amount of $269,688. The note matures on December 31, 2016, and bears simple interest at the rate of 12% per annum (the "Arowana Note"). The Company used the proceeds from the second Arowana to make an interconnection payment for Principal Sunrise V, and the note is secured by proceeds from the expected disposition of the project. At December 31, 2015, the balance of the note is $269,688. |