Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 14, 2018 | |
Document and Entity Information: | ||
Entity Registrant Name | SUMMER ENERGY HOLDINGS INC | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Entity Central Index Key | 1,396,633 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 27,480,833 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | sume | |
Contained File Information, File Number | 001-35496 | |
Entity Incorporation, State Country Name | Nevada | |
Entity Address, Address Line One | 5847 San Felipe Street, Suite 3700 | |
Entity Address, Postal Zip Code | 77,057 | |
City Area Code | 713 | |
Local Phone Number | 375-2790 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 4,037,633 | $ 313,757 |
Restricted cash | 2,094,800 | 1,678,279 |
Accounts receivable, net | 37,418,939 | 27,130,836 |
Prepaid and other current assets | 2,505,939 | 915,362 |
Total current assets | 46,057,311 | 30,038,234 |
Property and equipment, net | 112,090 | 156,366 |
Deferred financing cost, net | 0 | 44,972 |
Intangible asset, net | 2,756,376 | 3,347,028 |
Total assets | 48,925,777 | 33,586,600 |
Current liabilities | ||
Accounts payable | 1,604,442 | 605,118 |
Accrued wholesale power purchased | 14,404,869 | 8,944,275 |
Accrued transportation and distribution charges | 6,544,827 | 5,942,457 |
Accrued expenses | 3,947,299 | 3,260,174 |
Short-term related party debt | 0 | 767,677 |
Short-term debt, net of debt discount | 0 | 2,540,000 |
Total current liabilities | 26,501,437 | 22,059,701 |
Long-term liabilities: | ||
Long-term debt | 8,216,006 | 0 |
Total liabilities | 34,717,443 | 22,059,701 |
Stockholders' Equity | ||
Common Stock - $.001 par value, 100,000,000 shares authorized, 27,480,833 and 25,055,833 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 27,480 | 25,055 |
Subscription receivable | (52,000) | (52,000) |
Additional paid in capital | 23,042,493 | 18,891,252 |
Accumulated deficit | (8,809,639) | (7,337,408) |
Total stockholders' equity | 14,208,334 | 11,526,899 |
Total liabilities and stockholders' equity | $ 48,925,777 | $ 33,586,600 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (PARENTHETICAL) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 27,480,833 | 25,055,833 |
Common Stock, shares outstanding | 27,480,833 | 25,055,833 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 39,218,748 | $ 29,017,573 | $ 73,268,848 | $ 52,349,095 |
Cost of Goods Sold | ||||
Power purchases and balancing/ancillary | 20,186,925 | 13,047,283 | 36,207,900 | 22,994,572 |
Transportation and distribution providers charge | 14,324,770 | 11,595,868 | 28,218,815 | 21,224,849 |
Total cost of goods sold | 34,511,695 | 24,643,151 | 64,426,715 | 44,219,421 |
Gross Profit | 4,707,053 | 4,374,422 | 8,842,133 | 8,129,674 |
Operating expenses | 5,207,096 | 3,068,829 | 9,703,220 | 6,728,401 |
Operating income (loss) | (500,043) | 1,305,593 | (861,087) | 1,401,273 |
Other Expense | ||||
Financing costs | (22,486) | (22,486) | (44,972) | (44,972) |
Interest expense, net | (312,547) | (116,276) | (566,172) | (237,470) |
Total other expense | (335,033) | (138,762) | (611,144) | (282,442) |
Net income (loss) before income taxes | (835,076) | 1,166,831 | (1,472,231) | 1,118,831 |
Income Tax Expense | 0 | 0 | 0 | 0 |
Net income (loss) | $ (835,076) | $ 1,166,831 | $ (1,472,231) | $ 1,118,831 |
Net income (loss) per common share: | ||||
Basic | $ (0.03) | $ 0.05 | $ (0.06) | $ 0.05 |
Dilutive | $ (0.03) | $ 0.05 | $ (0.06) | $ 0.05 |
Weighted average number of shares | ||||
Basic | 26,856,850 | 22,472,415 | 25,961,634 | 22,467,944 |
Dilutive | 26,856,850 | 22,661,813 | 25,961,634 | 22,731,618 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities | ||
Net Income (Loss) | $ (1,472,231) | $ 1,118,831 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Amortization of deferred financing costs | 44,972 | 44,972 |
Stock compensation expense | 516,166 | 144,404 |
Depreciation of property and equipment | 65,718 | 88,974 |
Amortization of intangible asset | 590,652 | 0 |
Bad debt expense | 381,113 | 259,834 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (10,669,216) | (7,251,894) |
Prepaid and other current assets | (1,590,577) | (55,166) |
Accounts payable | 999,324 | 140,532 |
Accrued wholesale power purchased | 5,460,594 | 2,880,173 |
Accrued transportation and distribution charges | 602,370 | 0 |
Accrued expenses | 687,125 | 1,802,362 |
Net cash used in operating activities | (4,383,990) | (826,978) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (21,442) | (7,334) |
Net cash used in investing activities | (21,442) | (7,334) |
Cash Flows from Financing Activity | ||
Payment on Master Revolver Note | (40,000) | 0 |
Advance from wholesale provider | 3,296,006 | 0 |
Advance from short-term note | 2,420,000 | 0 |
Repayment of related party debt | (767,677) | 0 |
Proceeds from issuance of common shares in a private placement offering | 3,637,500 | 450,000 |
Net cash provided in financing activities | 8,545,829 | 450,000 |
Net Increase (Decrease) in Cash and Restricted Cash | 4,140,397 | (384,312) |
Cash and Restricted Cash at Beginning of Period | 1,992,036 | 3,427,906 |
Cash and Restricted Cash at End of Period | 6,132,433 | 3,043,594 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid | $ 465,028 | $ 237,829 |
Note 1 - Organization
Note 1 - Organization | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 1 - Organization | NOTE 1 - ORGANIZATION The consolidated financial statements include the accounts of Summer Energy Holdings, Inc. (formerly Castwell Precast Corporation) and its wholly-owned subsidiaries Summer Energy, LLC (“Summer LLC”), Summer Energy PJM, LLC (“Summer PJM”), Summer EM Marketing, LLC (“Marketing LLC”) and Summer Energy Northeast, LLC (“Summer Northeast”) (collectively referred to as the “Company,” “we,” “us,” or “our”). All significant intercompany transactions and balances have been eliminated in these consolidated financial statements. On March 27, 2012, Summer LLC became a wholly-owned subsidiary of Summer Energy Holdings, Inc. (previously known as Castwell Precast Corporation) through a reverse acquisition transaction, which resulted in the former members of Summer LLC owning approximately 92.3% of Summer Energy Holdings, Inc.’s outstanding common stock. The transaction was treated as a recapitalization of Summer LLC, and Summer LLC (and its historical financial statements) is the continuing entity for financial reporting purposes. Summer LLC is a retail electric provider in the state of Texas under a license with the Public Utility Commission of Texas (“PUCT”). Summer LLC procures wholesale energy and resells to commercial and residential customers. Summer LLC was organized on April 6, 2011, under the laws of the state of Texas. Marketing, LLC was formed in the state of Texas on November 6, 2012 to provide marketing services to Summer LLC. Summer PJM (Formerly Summer Energy of Ohio) was formed in the state of Ohio on December 16, 2013 to procure and sell electricity in the state of Ohio. The Public Utilities Commission of Ohio issued a certificate as a Retail Electric Service Provider to Summer PJM on June 16, 2015. At June 30, 2018, there was no business activity in the state of Ohio. Summer Northeast, a Texas limited liability company formerly named REP Energy, LLC, was acquired on November 1, 2017 and became a wholly-owned subsidiary of Summer Energy Holdings, Inc. Summer Northeast is a retail electric provider serving electric load to both residential and commercial customers in the Northeastern U.S. and holds licenses in Massachusetts, New Hampshire, Connecticut and Rhode Island. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 2 - Basis of Presentation | NOTE 2 - BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the Securities and Exchange Commission (“SEC”) on March 29, 2018. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results may differ from these estimates. |
Note 3 - Significant Accounting
Note 3 - Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 3 - Significant Accounting Policies | NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Cost Recognition Direct energy costs are recorded when the electricity is delivered to the customer’s meter. Cost of goods sold (“COGS”) within the Texas market include electric power purchased and pass through charges from the transmission and distribution service providers (“TDSPs”) in the areas serviced by the Company. TDSP charges are costs for metering services and maintenance of the electric grid. TDSP charges are established by regulation of the PUCT. COGS within the ISO New England market is comprised of wholesale costs based upon the wholesale power tariff rate for volumes purchased during the delivery month and scheduling fees. The energy portion of our COGS is comprised of two components: bilateral wholesale costs and balancing/ancillary costs. These two cost components are incurred and recognized differently as follows: Bilateral wholesale costs are incurred through contractual arrangements with wholesale power suppliers for firm delivery of power at a fixed volume and fixed price. We are invoiced for these wholesale volumes at the end of each calendar month for the volumes purchased for delivery during the month, with payment due 20 days after the end of the month. Balancing/ancillary costs are based on the customer load and are determined by the Electric Reliability Council of Texas (“ERCOT”) and ISO New England through a multiple step settlement process. Balancing costs/revenues are related to the differential between supply that we provided through our bilateral wholesale supply and the supply required to serve our customer load. The Company endeavors to minimize the amount of balancing/ancillary costs through our load forecasting and forward purchasing program. Recent Pronouncements Accounting Pronouncements Issued and Recently Adopted In May 2014, the FASB issued ASU 2014-09 changing the method used to determine the time and requirements for revenue recognition on the statements of income. Under the new standard, an entity must identify the performance obligations in a contract, determine the transaction price and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed. The amendments in this update also require disclosure of sufficient information to allow users to understand the nature, amount, timing and uncertainty of revenue and cash flow arising from contracts. The implementation of this standard did not have a material impact on the Company’s consolidated net income (loss), cash flows or financial positions. The Company did not identify any significant changes to their revenue recognition practices that were required by the new guidance, but in accordance with the new standard, they have provided additional disclosures about revenue in Note 19, Revenue. The company adopted this standard effective January 1, 2018. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” This ASU provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. This standard is effective for interim and annual reporting periods beginning after December 15, 2017. The Company adopted this standard effective January 1, 2018. June 30, 2018 December 31, 2017 Cash and cash equivalents $ 4,037,633 $ 313,757 Restricted cash and cash equivalents 2,094,800 1,678,279 Total cash and cash equivalents, including restricted amounts $ 6,132,433 $ 1,992,036 Accounting Pronouncements Issued But Not Yet Effective In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 amends the existing accounting standards for lease accounting by requiring entities to include substantially all leases on the balance sheet by requiring the recognition of right-of-use assets and lease liabilities for all leases. Entities may elect to not recognize leases with a maximum possible term of less than 12 months. For lessees, a lease is classified as finance or operating and the asset and liability are initially measured at the present value of the lease payments. For lessors, accounting for leases is largely unchanged from previous guidance. ASU 2016-02 also requires qualitative disclosures along with certain specific quantitative disclosures for both lessees and lessors. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, with early adoption permitted, and are effective for interim periods in the year of adoption. The ASU should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. |
Note 4 - Letter of Credit
Note 4 - Letter of Credit | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 4 - Letter of Credit | NOTE 4 - LETTERS OF CREDIT As of June 30, 2018, Summer LLC had five secured irrevocable stand-by letters of credit totaling $565,300 with a financial institution for the benefit of the TDSPs that provide transition services to the Company. The five letters of credit will expire and automatically renew during the seven months ending July 31, 2019 and are backed by cash. As of June 30, 2018, Summer PJM has one secured irrevocable stand-by letter of credit totaling $50,000 with a financial institution for the benefit of a utility in the state of Ohio. The letter of credit will expire and automatically renew on June 5, 2019 and is backed by cash. As of June 30, 2018, Summer Northeast secured three irrevocable stand-by letters of credit totaling $600,000. Letters of credit were issued for the benefit of the following parties: Connecticut Department of Public Utility Control in the amount of $250,000 expiring on May 26, 2019 with auto extension provisions, State of New Hampshire Public Utilities Committee in the amount of $100,000 expiring on March 2, 2019 and the wholesale power provider of Summer Northeast (Note 8) in the amount of $250,000 expiring on October 1, 2018 with auto extension provisions. The stand-by letters of credit for the benefit of State of New Hampshire Public Utilities Committee and the Connecticut Department of Public Utility Control are backed by cash. The letter of credit to a wholesale provider is back by a Master Revolver Note (Note 13). All three letters of credit are held by the financial institution who issued the irrevocable stand-by letters of credit. On May 31, 2018, the letter of credit issued to ISO New England in the amount of $274,965 on behalf of Summer Northeast was cancelled and deactivated. As of June 30, 2018, none of the letters of credit issued on behalf of the Company were drawn upon. |
Note 5 - Financing From Blue Wa
Note 5 - Financing From Blue Water Capital Funding LLC | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 5 - Financing From Blue Water Capital Funding LLC | NOTE 5 - FINANCING FROM BLUE WATER CAPITAL FUNDING LLC On June 27, 2018, the Company and Summer LLC entered into an Amendment to Loan Documents agreement (the “Amendment”) with Blue Water Capital Funding, LLC (“Blue Water”). Pursuant to the Amendment, the Company, Summer LLC and Blue Water agreed to amend certain loan documents dated June 29, 2016, namely the Loan Agreement between Summer LLC and Blue Water dated as of June 29, 2016 (the “Loan Agreement”), the Revolving Promissory Note by Summer LLC in favor of Blue Water dated as of June 29, 2016 (the “Note”), the Security Agreement dated as of June 29, 2016 between Summer LLC and Blue Water (the “Security Agreement”), and the Guaranty by the Company in favor of Blue Water dated as of June 29, 2016 (the “Guaranty”; together with the Loan Agreement, Note and Security Agreement, collectively, the “Loan Documents”). Pursuant to the Amendment, the maturity date of the Note was extended through June 30, 2020, and the interest rate on the Note was changed from 11% per annum to a variable rate equal to the Prime Rate published by the Wall Street Journal At June 30, 2018 and December 31, 2017, the outstanding balance of financing from Blue Water Capital was $4,920,000 and $2,500,000, respectively. Interest accrued during the six months ended June 30, 2018 and 2017 was $210,197 and $138,264, respectively. |
Note 6 - Warrants
Note 6 - Warrants | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 6 - Warrants | NOTE 6 - WARRANTS The Company has issued warrants to purchase shares of the Company’s common stock associated with certain agreements and has vested warrants from a previously terminated Master Marketing Agreement. No new warrants were issued or vested during the quarters ended June 30, 2018 or 2017. |
Note 7 - Wholesale Power Purcha
Note 7 - Wholesale Power Purchase Agreement Summer LLC | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 7 - Wholesale Power Purchase Agreement | NOTE 7 - WHOLESALE POWER PURCHASE AGREEMENT SUMMER LLC On May 1, 2018, Summer Energy Holdings, Inc. (for purposes of this footnote, “SEH”), together with its subsidiaries Summer LLC and Summer Northeast (collectively the “Company”) closed a transaction with EDF Energy Services, LLC and EDF Trading North America, LLC (collectively, “EDF”). As part of the transaction, Summer LLC, Summer Northeast and EDF entered into an Energy Services Agreement (the “Energy Services Agreement”) pursuant to which Summer LLC and Summer Northeast agreed to purchase their electric power and associated services requirements from EDF, and EDF agreed to provide Summer LLC and Summer Northeast with certain credit facilities to assist Summer LLC and Summer Northeast in the purchase of their electric power and associated service requirements. The terms of the Energy Services Agreement are governed by the ISDA Master Agreement, as well as a Schedule and Power Annex thereto and the Credit Support Annex thereto. In conjunction therewith, the Company and EDF also entered into a Security Agreement (the “Security Agreement”), a Pledge Agreement (the “Pledge Agreement”) and a Guaranty (the “Guaranty”) in favor of EDF. The Energy Services Agreement has a term of three years, and automatically renews for successive one-year periods unless either party provides written notice of termination 180 days prior to the renewal date. In addition to the market-based commodity price charged by EDF for each underlying commodity transaction, the Company will pay a “Commodity Fee” for each MWh of power that the Company requests for delivery from EDF during the term of the Energy Services Agreement. In addition, the Company will be responsible for other mutually agreed upon fees incurred by EDF on its behalf. The Company will also be responsible for any reasonable transmission or transportation costs incurred in connection with power transactions. Monthly supply obligations will accrue interest at a rate equal to three-month LIBOR plus 6% per annum. Any additional credit support will bear interest at the per annum rate equal to the lesser of (i) a rate per annum equal to three-month LIBOR rate plus 3% per annum, and (ii) the maximum rate of interest permitted by applicable law. In consideration of the services and credit support provided by EDF to Summer LLC and Summer Northeast, and pursuant to the Security Agreement, Summer LLC and Summer Northeast agreed to, among other things (i) grant a priority security interest to EDF in all of their assets, equipment and inventory; (ii) require their customers to remit monthly payments into a lockbox account over which EDF has a security interest; and (iii) deliver monthly and annual forecasted and audited statements to EDF. Pursuant to the Pledge Agreement, SEH pledged to EDF, and granted to EDF a security interest in all of the membership interests of Summer LLC and Summer Northeast owned by SEH as well as all additional membership interests of such subsidiaries from time to time acquired by SEH. Pursuant to the Guaranty, SEH agreed to guaranty the obligations of Summer LLC and Summer Northeast under the Energy Services Agreement. The foregoing is only a brief description of the material terms of the transaction with EDF and does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to the text of the Energy Services Agreement, the ISDA Master Agreement, the Security Agreement, the Pledge Agreement and the Guaranty, which are filed as Exhibits 10.1 through 10.5, respectively, hereto. As of June 30, 2018, EDF has provided additional credit support in the amount of $3,296,006 for cash collateral as well as to secure letters of credit (Note 4) for the benefit of the Company. For the quarter ended June 30, 2018, the Company accrued $110,000 interest to EDF. |
Note 8 - Wholesale Power Purcha
Note 8 - Wholesale Power Purchase Agreement Summer Northeast | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Note 8 - Wholesale Power Purchase Agreement Summer Northeast | NOTE 8 - WHOLESALE POWER PURCHASE AGREEMENT SUMMER NORTHEAST Summer Northeast purchased electric power from Calpine Energy Solutions, LLC (formerly Noble Americas Energy Solutions LLC) through May 2018. Summer Northeast was invoiced for the volumes at the end of each calendar month for the volumes purchased for delivery during said month at a wholesale power tariff rate plus scheduling fees. The invoice is payable on the 20 th Beginning in June 2018, Summer Northeast purchases power under the wholesale power agreement with EDF (Note 7). |
Note 9 - 2012 Stock Option and
Note 9 - 2012 Stock Option and Stock Award Plan | 6 Months Ended |
Jun. 30, 2018 | |
2012 Stock Option and Stock Award Plan | |
Note 9 - 2012 Stock Option and Stock Award Plan | NOTE 9 – 2012 STOCK OPTION AND STOCK AWARD PLAN During 2012, the Company approved the 2012 Stock Option and Stock Award Plan (“2012 Plan”) established to advance the interest of the Company and its shareholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The maximum aggregate number of (i) shares of stock that may be issued under the 2012 Plan, and (ii) shares of stock with respect to which stock appreciation rights may be granted, is 785,000 and consists of authorized but unissued or reacquired shares of stock or any combination thereof. Such number of shares of stock may be issued under the 2012 Plan pursuant to incentive stock options, nonstatutory stock options, restricted stock grants, stock appreciation right grants or any combination thereof, so long as the aggregate number of shares so issued does not exceed such number of shares, as adjusted. The 2012 Plan continues in effect until the earlier of its termination by the Board or the date on which all the shares of stock available for issuance under the 2012 Plan have been issued and all restrictions on such shares under the terms on the 2012 Plan and the agreement evidencing awards granted under the 2012 Plan have lapsed. However, all awards shall be granted, if at all, 10 years from the earlier of the date the 2012 Plan is adopted by the Board or the date the 2012 Plan is duly approved by the stockholders of the Company. On December 6, 2012, a Form S-8 Registration Statement was filed with the United States Securities and Exchange Commission regarding shares under the 2012 Plan. During the six months ended June 30, 2018 and 2017, the Company recognized total stock compensation expenses of $0 and $1,335, respectively, relating to the vesting of stock options issued from the 2012 Plan. There were no stock options granted during the quarter ended June 30, 2018. As of June 30, 2018, 2,000 shares remain available for issuance. |
Note 10 - 2015 Stock Option and
Note 10 - 2015 Stock Option and Stock Award Plan | 6 Months Ended |
Jun. 30, 2018 | |
2015 Stock Option and Stock Award Plan | |
Note 10 - 2015 Stock Option and Stock Award Plan | NOTE 10 – 2015 STOCK OPTION AND STOCK AWARD PLAN During the year ended December 31, 2015, the Company’s stockholders approved the 2015 Stock Option and Stock Award Plan (“2015 Plan”), which was established to advance the interest of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The maximum aggregate number of (i) shares of stock that may be issued under the 2015 Plan, and (ii) shares of stock with respect to which stock appreciation rights may be granted, is 1,500,000 and consists of authorized but unissued or reacquired shares of stock or any combination thereof. Such number of shares of stock may be issued under the 2015 Plan pursuant to incentive stock options, nonstatutory stock options, restricted stock grants, stock appreciation right grants or any combination thereof, so long as the aggregate number of shares so issued does not exceed such number of shares, as adjusted. The 2015 Plan continues in effect until the earlier of its termination by the Board or the date on which all the shares of stock available for issuance under the 2015 Plan have been issued and all restrictions on such shares under the terms on the 2015 Plan and the agreement evidencing awards granted under the 2015 Plan have lapsed. However, all awards shall be granted, if at all, within ten years from the earlier of the date the 2015 Plan is adopted by the Board or the date the 2015 Plan is duly approved by the stockholders of the Company. On July 2, 2015, a Form S-8 Registration Statement was filed with the United States Securities and Exchange Commission regarding the 2015 Plan. During the quarter ended March 31, 2017, the Company granted a total of 293,500 stock options from the 2015 Plan with a fair value of approximately $399,526 on the date of grant. The fair value of the options in the amount of $399,526 was determined using the Black Scholes option pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.93% (ii) estimated volatility of 157.91% (iii) dividend yield of 0.00% and (iv) expected life of all options averaging ten years. During the quarter ended June 30, 2017, the Company granted a total of 45,000 stock options from the 2015 Plan with a fair value of approximately $41,879 on the date of grant. The fair value of the options in the amount of $41,879 was determined using the Black Scholes option pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 1.86% (ii) estimated volatility of 98.52% (iii) dividend yield of 0.00% and (iv) expected life of all options averaging 10 years. During the quarter ended March 31, 2018, the Company granted a total of 51,000 stock options from the 2015 Stock Option and Stock Award Plan as compensation with an approximate value of $111,911 on the date of grant. The fair value of the options in the amount of $111,911 was determined using the Black Scholes option pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.25% (ii) estimated volatility of 110.73% (iii) dividend yield of 0.00% and (iv) expected life of all options averaging eight years. During the quarter ended June 30, 2018, the Company granted no stock options from the 2015 Stock Option and Stock Award Plan. During the six months ended June 30, 2018 and 2017, the Company recognized total stock compensation expenses of $159,477 and $141,733, respectively, for vesting options issued from the 2015 Plan. As of the quarter ended June 30, 2018, the unrecognized expense for vesting of options issued from the 2015 Plan is $244,470 relating to 263,000 of unvested shares expected to be recognized over a weighted average period of approximately 3.15 years. As of June 30, 2018, 19,000 shares remain available for issuance under the 2015 Plan. |
Note 11 - 2018 Stock Option and
Note 11 - 2018 Stock Option and Stock Award Plan | 6 Months Ended |
Jun. 30, 2018 | |
2018 Stock Option and Stock Award Plan | |
Note 13 - 2012 Stock Option and Stock Award Plan | NOTE 11 – 2018 STOCK OPTION AND STOCK AWARD PLAN Effective February 12, 2018, the Board of Directors of the Company approved and adopted the Summer Energy Holdings, Inc. 2018 Stock Option and Stock Award Plan (“2018 Plan”), which was established to advance the interest of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Company’s named executive officers are eligible for grants or awards under the 2018 Plan. The Company’s stockholders approved the 2018 Plan on June 8, 2018. The maximum aggregate number of (i) shares of stock that may be issued under the 2018 Plan and (ii) shares of stock with respect to which stock appreciation rights may be granted, is 1,500,000 and consists of authorized but unissued or reacquired shares of stock or any combination thereof. Such number of shares of stock may be issued under the 2018 Plan pursuant to incentive stock options, non-statutory stock options, restricted stock grants, restricted stock units, stock appreciation right grants or any combination thereof, so long as the aggregate number of shares so issued does not exceed such number of shares, as adjusted. The 2018 Plan or any increase in the maximum aggregate number of shares of stock issuable thereunder shall be approved by the stockholders of the Company within twelve months of the date of adoption by the Board. Awards granted prior to stockholder approval of the 2018 Plan shall become exercisable no earlier than the date of stockholder approval of the 2018 Plan. The 2018 Plan continues in effect until the earlier of its termination by the Board or the date on which all shares of stock available for issuance under the 2018 Plan have been issued and all restrictions on such shares under the terms on the 2018 Plan and the agreement evidencing awards granted under the 2018 Plan have lapsed. However, all awards shall be granted, if at all, within ten years from the earlier of the date the 2018 Plan is adopted by the Board or the date the 2018 Plan is duly approved by the stockholders of the Company. During the quarter ended March 31, 2018, the Company granted the following options to purchase common stock under the 2018 Plan: Name No. of Options Exercise Price Date of Vest Angela Hanley 150,000 $ 2.50 February 20, 2023 Jaleea George 85,000 $ 2.50 February 20, 2023 Angela Hanley 15,000 $ 2.50 July 1, 2018 Jaleea George 15,000 $ 2.50 July 1, 2018 Neil Leibman 15,000 $ 2.50 July 1, 2018 Total 280,000 The options covering a total of 235,000 shares vest five years after the date of grant. The stock options have an exercise price of $2.50 per share and will expire ten years from the date of grant. The fair value of the options of $557,028 was determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.65% (ii) estimated volatility of 119.27% (iii) dividend yield of 0.00% and (iv) expected life of the options of ten years. The options covering a total of 45,000 shares vested on July 1, 2018. The stock options have an exercise price of $2.50 per share and will expire ten years from the date of grant. The fair value of the options of $106,665 was determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.65% (ii) estimated volatility of 119.27% (iii) dividend yield of 0.00% and (iv) expected life of the options of eight years. For the quarter ended March 31, 2018, the Company granted, on April 19, 2018, a total of 45,000 stock options to non-employee members of the Company’s Board of Directors under the 2018 Plan as compensation. The director stock options vested on July 1, 2018. The director options have an exercise price of $2.25 per share, will expire ten years from the date of the grant and are estimated to have a fair value of approximately $81,659 on the date of grant determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.77% (ii) estimated volatility of 141.02% (iii) dividend yield of 0.00% and (iv) expected life of the options of eight years. During the quarter ended June 30, 2018, the Company granted a total of 53,750 stock options from the 2018 Stock Option and Stock Award Plan as compensation with an approximate value of $126,864 on the date of grant. The fair value of the options in the amount of $126,864 was determined using the Black Scholes option pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.73% (ii) estimated volatility of 144.57% (iii) dividend yield of 0.00% and (iv) expected life of all options averaging eight years. During the six months ended June 30, 2018, the Company recognized total stock compensation expenses of $356,689 for vesting options issued from the 2018 Plan. As of the quarter ended June 30, 2018, the unrecognized expense for vesting of options issued from the 2018 Plan is $494,204 relating to 378,750 of unvested shares expected to be recognized over a weighted average period of approximately 2.89 years. As of June 30, 2018, 1,121,250 shares remain available for issuance under the 2018 Plan. |
Note 12 - Texas Sales And Use T
Note 12 - Texas Sales And Use Tax Audit | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
NOTE 12 - Texas Sales And Use Tax Audit | NOTE 12 - TEXAS SALES AND USE TAX AUDIT Summer LLC is currently under audit for Texas sales and use tax by the Comptroller of Public Accounts (“Comptroller”) for the period from February 2013 through July 2016. On February 20, 2018, the Comptroller reported its assessment for additional Texas sales and use tax to be paid by the Company. As of June 30, 2018, and December 31, 2017, the Company had accrued a liability of $375,000 relating to the assessment. On July 3, 2018, the Company made a payment of $366,962 towards such liability. |
Note 13 - Master Revolver Note
Note 13 - Master Revolver Note | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Note 13 - Master Revolver Note | NOTE 13 – MASTER REVOLVER NOTE The Company assumed a Master Revolver Note (“Master Note”) held by Summer Northeast (formerly REP Energy) pursuant to the terms of a Membership Interest Purchase Agreement among the Company, Summer Northeast and the members of Summer Northeast (the “Purchase Agreement”) during 2017. The amount of available credit under the Master Note is $800,000 issued by Comerica Bank. The Master Note is dated July 25, 2017 and has a maturity date of July 25, 2018. Each advance under the Master Note shall bear interest thereon at a per annum rate equal to the “Prime Referenced Rate” plus the “Applicable Margin.” The “Prime Referenced Rate” means, for any day, a per annum interest rate which is equal to the “Prime Rate” in effect on such day, but in no event and at no time shall the “Prime Reference Rate” be less than the sum of the Daily Adjusting LIBOR for such day plus 2.5% per annum. “Prime Rate” means the per annum rate established by Comerica Bank as its prime rate for its borrowers at any such time. “Applicable Margin” means 1 percent per annum. Accrued and unpaid interest on the unpaid principal balance outstanding shall be payable monthly, in arrears, on the first business day of each month. On February 22, 2018, the Company paid $40,000 to Comerica Bank to pay off the balance of the Master Revolver assumed by the Company on November 1, 2017. As of June 30, 2018, the Master Note secured a letters of credit totaling $250,000 (Note 4). Interest paid to Comerica Bank during the six months ended June 30, 2018 was $312. Guaranty of the Master Note at origination on July 25, 2017 was made by two former members of Summer Northeast (Neil Leibman and Tom O’Leary) who are also members of the Company’s Board (Mr. Leibman is also an executive officer). In accordance with the provisions of the Purchase Agreement, the Company, as soon as practicable, is required to replace the credit facilities (Note 4) secured by the Master Note and arrange a release of the guaranty by such guarantors. Until such release is effective, the Company agrees to pay monthly interest to the guarantors, at the lowest applicable federal rate published by the Internal Revenue Service, on the outstanding balance of such credit facility. |
Note 14 - Debt To Related Parti
Note 14 - Debt To Related Parties Assumed | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Note 14 - Debt To Related Parties Assumed | NOTE 14 – DEBT TO RELATED PARTIES ASSUMED On November 1, 2017, the Company assumed $767,677 of related party debt owed by Summer Northeast to members Tom O’Leary and Neil Leibman pursuant to the terms of the Purchase Agreement (note 13). Messrs. O’Leary and Leibman serve on the Company’s Board (Mr. Leibman is also an executive officer). In accordance with the Amended and Restated Limited Liability Company Agreement of Summer Northeast, the amount of any loan or advance by a member shall not be treated as a contribution to the capital of the lending member but shall be considered a debt. The loan bears interest at the rate of the greater of (i) 12% per annum or (ii) the Prime Rate plus 5%, payable monthly with a maturity date of October 31, 2018. During the six-months ending June 30, 2018, the $767,677 was paid in full to the related parties Messrs. O’Leary and Leibman and interest paid on such related party debt assumed was $35,057. As of June 30, 2018, and December 31, 2017, the outstanding debt to related parties was $0 and $767,677, respectively. |
Note 15 - Related Party Loans
Note 15 - Related Party Loans | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Note 15 - Related Party Loans | NOTE 15 – RELATED PARTY LOANS On January 3, 2018, the Company entered into two separate promissory notes in the amount of $125,000 each for an advance of $250,000 by Tom O’Leary and Neil Leibman for purposes of short-term financing. The promissory notes accrue interest at the rate of 5% per annum based upon 365 days a year with a maturity date of July 3, 2018. The loans from Mr. O’Leary and Mr. Leibman were paid in full on June 1, 2018. As of June 30, 2018, the outstanding balance of the two promissory notes is $0. During the six-months ended June 30, 2018, the Company paid Mr. O’Leary and Mr. Leibman a combined amount of $5,103 in interest on the notes. On January 8, 2018, the Company entered into a promissory note in the amount of $373,000 for an advance by Mr. Leibman for purposes of short-term financing. The promissory note accrues interest at a rate of 5% per annum based upon 365 days in a year and has a maturity date of July 8, 2018. On March 6, 2018, $200,000 was paid back to Mr. Leibman and on April 16, 2018, the remaining balance of $173,000 was paid. As of June 30, 2018, the balance was $0 and the loan was paid in full. For the six months ended June 30, 2018, the Company paid interest to Mr. Leibman in the amount of $3,884. On January 8, 2018, the Company entered into a promissory note with Pinnacle Power, LLC (“Pinnacle”), in the amount of $80,000 for purposes of short-term financing. Mr. O’Leary and Mr. Leibman hold membership interest in Pinnacle. The promissory note accrues interest at a rate of 5% per annum based upon 365 days a year and has a maturity date of July 8, 2019. On February 22, 2018, $40,000 was repaid to Pinnacle and on March 6, 2018, $40,000 was repaid to Pinnacle. As of June 30, 2018, the balance of the Pinnacle loan was $0. During the six months ended June 30, 2018, the Company paid Pinnacle $558 in interest. |
Note 16 - Other Related Party T
Note 16 - Other Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 16 - Other Related Party Transactions | NOTE 16 – OTHER RELATED PARTY TRANSACTIONS On May 13, 2014, the Company granted a five-year stock option to Tom O’Leary and Neil Leibman each to purchase 151,115 shares of the Company’s common stock at an exercise price of $1.50 per share. On October 31, 2017, Summer Northeast entered into a sublease agreement with PDS Management Group, LLC (“PDS”) for office space located at 800 Bering Drive, Suite 250, Houston, Texas. PDS is 100% owned by Mr. O’Leary. During the six-month period ended June 30, 2018, the Company paid $24,300 associated with the related party sublease. In January 2018, Mr. Leibman provided aviation transportation and the Company paid $4,000 in fuel costs for purposes of a company off-site management meeting. On May 17, 2018, the Company disbursed $45,500 to each Mr. O’Leary and Mr. Leibman for a total of $91,000 which was in accordance with the Membership Interest Purchase Agreement dated November 1, 2017 between the Company and Rep Energy, LLC. On June 28, 2018, the Company entered into individual Securities Purchase Agreements and Registration Rights Agreements with four investors for such investors to purchase from the Company a total of 125,000 shares of Common Stock at a purchase price of $1.50 per share for a total purchase price of $300,000. A member of the Company’s Board of Directors, Andrew Bursten, purchased 85,100 of such shares and his family members purchased 39,900 of such shares. |
Note 17 - Summer Energy 401(K)
Note 17 - Summer Energy 401(K) Plan | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 17 - Summer Energy 401(K) Plan | NOTE 17 - SUMMER ENERGY 401(K) PLAN In January 2017, the Company adopted a qualified 401(K) Retirement Plan (the “Plan”) whereby eligible employees may elect to save for retirement on a tax-advantaged basis. There are two types of salary deferrals: pre-tax 401(K) deferrals and Roth 401(K) deferrals. Eligible employee participants are automatically enrolled at 3% of compensation unless a participant elects an alternative deferral percentage limited to dollar amount of $18,500 in 2018 or elects not to defer under the Plan. There is no Company match to the Plan. |
Note 18 - Employee Stock Purcha
Note 18 - Employee Stock Purchase Plan | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 18 - Employee Stock Purchase Plan | NOTE 18 - EMPLOYEE STOCK PURCHASE PLAN Effective May 2017, the Company began offering an Employee Stock Purchase Plan (the “ESPP”) whereby eligible employees may elect to purchase common stock of the Company through a registered broker/dealer. Eligible employees who so elect may authorize payroll deductions for contributions to the ESPP up to a maximum of $25,000 each calendar year. The Company will match 10% of eligible employee contributions up to an aggregate maximum of $24,000 for all ESPP participants (not each individual ESPP participant). The employer match for the six months ending June 30, 2018 was $2,999. |
Note 19 - Revenue
Note 19 - Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Note 19 - Revenue | NOTE 19 – REVENUE The table below represents the Company’s reportable revenues for the three and six months ended June 30, 2018 from customers, net of respective provisions for refund: For the Six Months Ended June 30, 2018 For the Three Months Ended June 30, 2018 Electricity Revenues from Contracts with Customers Texas Market $ 64,241,951 $ 34,705,118 Northeast Market 5,501,904 2,562,885 Pre-Paid ERCOT Market 2,006,787 1,189,553 Total Electricity Revenues from Contracts with Customers 71,750,642 38,457,556 Other Revenues: Fees Revenue 1,518,206 761,192 Total Revenues: $ 73,268,848 $ 39,218,748 Presented in the following table are the components of accounts receivable and accrued revenue: June 30, 2018 January 1, 2018 Accounts receivable from customers ERCOT Market $ 9,491,388 $ 6,828,105 ISO New England Market 1.239,805 635,160 Total Accounts receivable from customers Total accounts receivable with customers and other receivables 10,731,193 7,463,265 Accrued revenue from customers ERCOT Market 25,778,579 20,146,719 ISO New England Market 1,478,444 697,810 Total accrued revenue with customers 27,257,023 20,844,529 Total accounts receivable and accrued revenue $ 37,988,216 $ 28,307,794 The Company recognizes revenue from the sale of electricity to consumers and is recognized upon the performance obligation to deliver electricity to the customer’s meter. This method of revenue recognition is commonly referred to as the flow method. The Company’s customer base consists of a mix of residential and commercial customers in the ERCOT and ISO New England markets. The invoice practical expedient within the accounting guidance allows for the recognition of revenue from performance obligations in the amount of consideration to which there is a right to invoice the customer and when the amount for which there is a right to invoice corresponds directly to the value transferred to the customer. The purpose of the invoice practical expedient is to depict an entity’s measure of progress toward completion of the performance obligation within a contract and can only be applied to performance obligations that are satisfied over time and when the invoice is representative of services provided to date. The Company elected to apply the invoice practical expedient to recognize revenue for performance obligations satisfied over time as the invoices from the respective revenue streams are representative of services or goods provided to date to the customer. The Company’s performance obligations for these residential and commercial customers within the ERCOT and New England markets is detailed below. Performance Obligations Residential and Commercial – The Company has performance obligations for the service to deliver electricity to its customers and it satisfies these performance obligations over time as electricity is provided continuously to the customer who simultaneously receives and consumes the benefits provided. The Company recognizes revenue at a fixed base amount and a price per kilowatt hour as it provides these services on a fixed term contract. Contracts generally have fixed terms of 3-month increments not to exceed a 24-month fixed term. For customers whose fixed contracts have expired, the Company recognizes revenue at the market price per kilowatt hour as the service is provided. Residential pre-paid – The Company has performance obligations for the service to deliver electricity to its customers and it satisfies these performance obligations over time as electricity is provided continuously to the customer who simultaneously receives and consumes the benefits provided. Revenues in the pre-paid market are variable at the market rate per kilowatt hour as the service is provided. Accounts Receivable and Unbilled Revenue Account receivables comprise trade receivables and unbilled receivables. Customers are billed monthly in cycles having billing dates that do not generally coincide with the end of a calendar month. This results in customers having received electricity that they have not been billed for as of month-end. Therefore, at the end of each calendar month, revenue is accrued to unbilled receivables based on the estimated amount of power delivered to customers using the flow technique. Unbilled revenue also includes accruals for estimated TDSP charges and monthly service charges applicable to the estimated electricity usage for the period. All charges that were physically billed in the calendar month are recorded from the unbilled account to the customer’s receivable account. In the Texas market, electricity revenues not billed by month-end are accrued based upon estimated deliveries to customers as tracked and recorded by ERCOT multiplied by our average billing rate per kilowatt hour (“kWh”) in effect at the time. At the end of each calendar month, revenue is accrued to unbilled receivables based on the estimated amount of power delivered to customers using the flow technique. Unbilled revenue also includes accruals for estimated TDSP charges and monthly service charges applicable to the estimated electricity usage for the period. All charges that were physically billed in the calendar month are recorded from the unbilled account to the customer’s receivable account. Accounts receivable are customer obligations billed at the customer’s monthly meter read date for that period’s electricity usage and due within 16 days of the date of the invoice. The past due customer balances are subject to a late fee that is assessed on that billing. Unbilled accounts in the Texas market as of June 30, 2018 and December 31, 2017 were estimated at $25,778,579 and $20,146,719, respectively. In the ISO New England market, electricity services not billed by month-end are accrued based upon estimated deliveries to customers as tracked and recorded by ISO New England multiplied by our average billing rate per kilowatt hour (“kWh”) in effect at the time. The customer billing in the ISO New England market is performed by the local utility company. Unbilled accounts in the ISO New England market as of June 30, 2018 and December 31, 2017 were estimated at $1,478,444 and $697,810, respectively. The Company, in the Texas market, determines an allowance for doubtful accounts based upon a review of outstanding receivables, historical write-off experience and existing economic conditions. Receivables past due over 90 days are considered delinquent and reviewed individually for collectability. After all means of collection have been exhausted, delinquent receivables are written off. Billed receivables over 90 days and 2% of unbilled receivables are reserved by the Company. Management has determined that the allowance for doubtful accounts as of June 30, 2018 and December 31, 2017 is $569,777 and $1,176,958, respectively. Bad debt expense for the six months ended June 30, 2018 and 2017 was $381,113 and $259,834, respectively. Net write offs and recoveries for the six months ended June 30, 2018 and 2017 were $988,294 and $296,779, respectively. Within the ISO New England market, the local utility companies in the state of Massachusetts purchase the Company’s billed receivables at a statutory published discounted rate without recourse; therefore, no allowance for doubtful accounts is recorded as of June 30, 2018 or December 31, 2017. |
Note 20 - PRIVATE PLACEMENT OFF
Note 20 - PRIVATE PLACEMENT OFFERING | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Note 20 - PRIVATE PLACEMENT OFFERING | NOTE 20 – PRIVATE PLACEMENT OFFERING During the quarter ended June, 30, 2018, the Company commenced a private placement offering (the “Offering”) to certain investors with whom the Company, its management and/or agents have a pre-existing relationship. The Offering was to accredited investors to purchase shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $1.50 per share. The Offering resulted in the issuance of 2,425,000 shares of common in exchange for cash proceeds in the amount of $3,637,500 which included the Company entering into a Securities Purchase Agreement (the “SPA”) with LaRose Holdings, LLLP, a Delaware limited liability limited partnership (the “Investor”) for 2,000,000 shares. On April 13, 2018, pursuant to the terms of the SPA, Al LaRose, Jr. was appointed to the Company’s board of directors as a Class I Director, to serve until the 2019 annual meeting of the Company’s stockholders. The foregoing description of the SPA is qualified in its entirety by reference to the terms of the SPA, which was filed as Exhibit 10.1 to our Form 8-K filed on April 19, 2018. |
Note 21- Subsequent Events
Note 21- Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 21 - Subsequent Events | NOTE 21 SUBSEQUENT EVENTS Stock Options Issued from 2018 Stock Award Plan On July 13, 2018, the Company granted stock options to purchase up to 2,500 shares of the Company’s common stock to a key employee. The options covering a total of 2,500 shares vest one-year after the date of grant. The stock options have an exercise price of $2.50 per share and will expire ten (10) years from the date of grant. The fair value of the options of $5,881 was determined using the Black-Scholes option-pricing model. The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 2.73% (ii) estimated volatility of 142.45% (iii) dividend yield of 0.00% and (iv) expected life of the options of eight years. Letters of Credit In July 2018, the letter of credit issued to the wholesale provider (Note 8) in the amount of $250,000 was released and deactivated (Note 4). |
Note 3 - Significant Accounti27
Note 3 - Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policy Text Block [Abstract] | |
Cost Recognition | Cost Recognition Direct energy costs are recorded when the electricity is delivered to the customer’s meter. Cost of goods sold (“COGS”) within the Texas market include electric power purchased and pass through charges from the transmission and distribution service providers (“TDSPs”) in the areas serviced by the Company. TDSP charges are costs for metering services and maintenance of the electric grid. TDSP charges are established by regulation of the PUCT. COGS within the ISO New England market is comprised of wholesale costs based upon the wholesale power tariff rate for volumes purchased during the delivery month and scheduling fees. The energy portion of our COGS is comprised of two components: bilateral wholesale costs and balancing/ancillary costs. These two cost components are incurred and recognized differently as follows: Bilateral wholesale costs are incurred through contractual arrangements with wholesale power suppliers for firm delivery of power at a fixed volume and fixed price. We are invoiced for these wholesale volumes at the end of each calendar month for the volumes purchased for delivery during the month, with payment due 20 days after the end of the month. Balancing/ancillary costs are based on the customer load and are determined by the Electric Reliability Council of Texas (“ERCOT”) and ISO New England through a multiple step settlement process. Balancing costs/revenues are related to the differential between supply that we provided through our bilateral wholesale supply and the supply required to serve our customer load. The Company endeavors to minimize the amount of balancing/ancillary costs through our load forecasting and forward purchasing program. |
Recent Pronouncements | Recent Pronouncements Accounting Pronouncements Issued and Recently Adopted In May 2014, the FASB issued ASU 2014-09 changing the method used to determine the time and requirements for revenue recognition on the statements of income. Under the new standard, an entity must identify the performance obligations in a contract, determine the transaction price and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed. The amendments in this update also require disclosure of sufficient information to allow users to understand the nature, amount, timing and uncertainty of revenue and cash flow arising from contracts. The implementation of this standard did not have a material impact on the Company’s consolidated net income (loss), cash flows or financial positions. The Company did not identify any significant changes to their revenue recognition practices that were required by the new guidance, but in accordance with the new standard, they have provided additional disclosures about revenue in Note 19, Revenue. The company adopted this standard effective January 1, 2018. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” This ASU provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. This standard is effective for interim and annual reporting periods beginning after December 15, 2017. The Company adopted this standard effective January 1, 2018. June 30, 2018 December 31, 2017 Cash and cash equivalents $ 4,037,633 $ 313,757 Restricted cash and cash equivalents 2,094,800 1,678,279 Total cash and cash equivalents, including restricted amounts $ 6,132,433 $ 1,992,036 Accounting Pronouncements Issued But Not Yet Effective In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 amends the existing accounting standards for lease accounting by requiring entities to include substantially all leases on the balance sheet by requiring the recognition of right-of-use assets and lease liabilities for all leases. Entities may elect to not recognize leases with a maximum possible term of less than 12 months. For lessees, a lease is classified as finance or operating and the asset and liability are initially measured at the present value of the lease payments. For lessors, accounting for leases is largely unchanged from previous guidance. ASU 2016-02 also requires qualitative disclosures along with certain specific quantitative disclosures for both lessees and lessors. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, with early adoption permitted, and are effective for interim periods in the year of adoption. The ASU should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. |
Note 3 - Significant Accounti28
Note 3 - Significant Accounting Policies (Table) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Schedule of cash and cash equivalent | June 30, 2018 December 31, 2017 Cash and cash equivalents $ 4,037,633 $ 313,757 Restricted cash and cash equivalents 2,094,800 1,678,279 Total cash and cash equivalents, including restricted amounts $ 6,132,433 $ 1,992,036 |
Note 11 - 2018 Stock Option a29
Note 11 - 2018 Stock Option and Stock Award Plan : Schedule of options granted to purchase common stock (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Schedule of options granted to purchase common stock | Name No. of Options Exercise Price Date of Vest Angela Hanley 150,000 $ 2.50 February 20, 2023 Jaleea George 85,000 $ 2.50 February 20, 2023 Angela Hanley 15,000 $ 2.50 July 1, 2018 Jaleea George 15,000 $ 2.50 July 1, 2018 Neil Leibman 15,000 $ 2.50 July 1, 2018 Total 280,000 |
Note 19 - Revenue_ Summary of r
Note 19 - Revenue: Summary of revenues from customers net of respective provisions for refund (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Summary of revenues from customers net of respective provisions for refund | The table below represents the Company’s reportable revenues for the three and six months ended June 30, 2018 from customers, net of respective provisions for refund: For the Six Months Ended June 30, 2018 For the Three Months Ended June 30, 2018 Electricity Revenues from Contracts with Customers Texas Market $ 64,241,951 $ 34,705,118 Northeast Market 5,501,904 2,562,885 Pre-Paid ERCOT Market 2,006,787 1,189,553 Total Electricity Revenues from Contracts with Customers 71,750,642 38,457,556 Other Revenues: Fees Revenue 1,518,206 761,192 Total Revenues: $ 73,268,848 $ 39,218,748 |
Note 19 - Revenue_ Components o
Note 19 - Revenue: Components of accounts receivable and accrued revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Components of accounts receivable and accrued revenue | Presented in the following table are the components of accounts receivable and accrued revenue: June 30, 2018 January 1, 2018 Accounts receivable from customers ERCOT Market $ 9,491,388 $ 6,828,105 ISO New England Market 1.239,805 635,160 Total Accounts receivable from customers Total accounts receivable with customers and other receivables 10,731,193 7,463,265 Accrued revenue from customers ERCOT Market 25,778,579 20,146,719 ISO New England Market 1,478,444 697,810 Total accrued revenue with customers 27,257,023 20,844,529 Total accounts receivable and accrued revenue $ 37,988,216 $ 28,307,794 |
Note 1 - Organization (Details)
Note 1 - Organization (Details) | 6 Months Ended | |
Jun. 30, 2018 | Mar. 27, 2012 | |
Ownership Percentage Upon Reverse Merger Acquisition | 92.30% | |
Summer Ohio | ||
Entity Incorporation, Date of Incorporation | Dec. 16, 2013 | |
Marketing LLC | ||
Entity Incorporation, Date of Incorporation | Nov. 6, 2012 | |
Summer LLC | ||
Entity Incorporation, Date of Incorporation | Apr. 6, 2011 |
Note 3 - Significant Accounti33
Note 3 - Significant Accounting Policies: Recent Pronouncements (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Text Block [Abstract] | ||||
Cash and cash equivalents | $ 4,037,633 | $ 313,757 | ||
Restricted cash and cash equivalents | 2,094,800 | 1,678,279 | ||
Total cash and cash equivalents, including restricted amounts | $ 6,132,433 | $ 1,992,036 | $ 3,043,594 | $ 3,427,906 |
Note 4 - Letter of Credit (Deta
Note 4 - Letter of Credit (Details) - Letter of Credit - USD ($) | 1 Months Ended | 6 Months Ended |
May 31, 2018 | Jun. 30, 2018 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 565,300 | |
Line of Credit Facility, Collateral | All three letters of credit are held by the financial institution who issued the irrevocable stand-by letters of credit. | |
Letters of Credit Outstanding, Amount | $ 0 | |
Letters of credit facility | 600,000 | |
Summer Ohio | ||
Letters of credit facility | 50,000 | |
Connecticut Department | ||
Letters of credit facility | $ 250,000 | |
Letters of credit facility, expiration period | May 26, 2019 | |
State of New Hampshire | ||
Letters of credit facility | $ 100,000 | |
Letters of credit facility, expiration period | Mar. 2, 2019 | |
Summer Northeast | ||
Letters of credit facility | $ 250,000 | |
Letters of credit facility, expiration period | Oct. 1, 2018 | |
ISO New England | ||
Letters of credit facility, Cancelled | $ 274,965 |
Note 5 - Financing From Blue 35
Note 5 - Financing From Blue Water Capital Funding LLC (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Long-term debt | $ 8,216,006 | $ 0 | |
Blue Water Capital Funding | |||
Debt Instrument, Face Amount | $ 5,000,000 | ||
Debt Instrument, Maturity Date | Jun. 30, 2020 | ||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||
Financing fee | $ 22,500 | ||
Long-term debt | 4,920,000 | $ 2,500,000 | |
Interest paid | $ 210,197 | $ 138,264 |
Note 6 - Warrants (Details)
Note 6 - Warrants (Details) - shares | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Warrant | ||
Warrants issued | 0 | 0 |
Note 7 - Wholesale Power Purc37
Note 7 - Wholesale Power Purchase Agreement Summer LLC (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | ||
Secure letters of credit | $ 3,296,006 | |
Accrued interest paid | $ 110,000 |
Note 8 - Wholesale Power Purc38
Note 8 - Wholesale Power Purchase Agreement Summer Northeast (Details) | Jun. 30, 2018USD ($) |
Notes to Financial Statements | |
Letter of credit | $ 250,000 |
Note 9 - 2012 Stock Option an39
Note 9 - 2012 Stock Option and Stock Award Plan (Details) - 2012 Stock Option and Stock Award Plan - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Number of Shares Authorized | 785,000 | |
Shares available for issuance | 2,000 | |
Expected life of the options | 10 years | |
Stock options granted | 0 | |
Allocated Share-based Compensation Expense | $ 0 | $ 1,335 |
Note 10 - 2015 Stock Option a40
Note 10 - 2015 Stock Option and Stock Award Plan (Details) - 2015 Stock Option and Stock Award Plan - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Number of Shares Authorized | 1,500,000 | |||
Shares available for issuance | 19,000 | |||
Allocated Share-based Compensation Expense | $ 159,477 | $ 141,733 | ||
Unrecognized expense for unvested options | $ 244,470 | |||
Non-vested shares | 263,000 | |||
Deferred Compensation Arrangement with Individual, Requisite Service Period | 3 years 1 month 24 days | |||
Employee Stock Option | ||||
Shares issued | 51,000 | 293,500 | 45,000 | |
Fair value of shares issued | $ 111,911 | $ 399,526 | $ 41,879 | |
Fair Value Assumptions, Method Used | Black-Scholes option-pricing model | Black-Scholes option-pricing model | Black-Scholes option-pricing model | |
Risk-free interest rate | 2.25% | 1.93% | 1.86% | |
Estimated volatility | 110.73% | 157.91% | 98.52% | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Expected life of the options | 8 years | 10 years | 10 years |
Note 11 - 2018 Stock Option a41
Note 11 - 2018 Stock Option and Stock Award Plan (Details) - 2018 Stock Option and Stock Award Plan - USD ($) | Jul. 01, 2018 | Feb. 20, 2018 | Mar. 31, 2018 | Jun. 30, 2018 |
Number of Shares Authorized | 1,500,000 | |||
Shares available for issuance | 121,250 | |||
Date of Vest | Jul. 1, 2018 | Jul. 1, 2018 | ||
Option vested | 45,000 | 235,000 | ||
Stock options exercise price | $ 2.50 | |||
Fair value of option vested | $ 106,665 | $ 557,028 | ||
Fair Value Assumptions, Method Used | Black-Scholes option-pricing model | Black-Scholes option-pricing model | ||
Risk-free interest rate | 2.65% | 2.65% | ||
Estimated volatility | 119.27% | 119.27% | ||
Dividend yield | 0.00% | 0.00% | ||
Expected life of the options | 8 years | 10 years | ||
Allocated Share-based Compensation Expense | $ 356,689 | |||
Unrecognized expense for unvested options | $ 494,204 | |||
Non-vested shares | 378,750 | |||
Deferred Compensation Arrangement with Individual, Requisite Service Period | 2 years 10 months 21 days | |||
NonEmployee Stock Option | ||||
Date of Vest | Jul. 1, 2018 | |||
Option vested | 45,000 | 53,750 | ||
Stock options exercise price | $ 2.25 | |||
Fair value of option vested | $ 81,659 | $ 126,864 | ||
Fair Value Assumptions, Method Used | Black-Scholes option-pricing model | Black-Scholes option-pricing model | ||
Risk-free interest rate | 2.77% | 2.73% | ||
Estimated volatility | 141.02% | 144.57% | ||
Dividend yield | 0.00% | 0.00% | ||
Expected life of the options | 8 years | 8 years |
Note 11 - 2018 Stock Option a42
Note 11 - 2018 Stock Option and Stock Award Plan: Schedule of options granted to purchase common stock (Details) - 2018 Stock Option and Stock Award Plan - $ / shares | Jul. 01, 2018 | Feb. 20, 2018 |
Number of option | 280,000 | |
Date of Vest | Jul. 1, 2018 | Jul. 1, 2018 |
Angela Hanley | ||
Number of option | 150,000 | |
Exercise Price | $ 2.50 | |
Date of Vest | Feb. 20, 2023 | |
Jaleea George | ||
Number of option | 85,000 | |
Exercise Price | $ 2.50 | |
Date of Vest | Feb. 20, 2023 | |
Angela Hanley | ||
Number of option | 15,000 | |
Exercise Price | $ 2.50 | |
Date of Vest | Jul. 1, 2018 | |
Jaleea George | ||
Number of option | 15,000 | |
Exercise Price | $ 2.50 | |
Date of Vest | Jul. 1, 2018 | |
Neil Leibman | ||
Number of option | 15,000 | |
Exercise Price | $ 2.50 | |
Date of Vest | Jul. 1, 2018 |
Note 12 - Texas Sales And Use43
Note 12 - Texas Sales And Use Tax Audit (Details) - USD ($) | Jul. 03, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Disclosure Text Block [Abstract] | |||
Accrued tax | $ 375,000 | $ 375,000 | |
Payment of accrued tax | $ 366,962 |
Note 13 - Master Revolver Note
Note 13 - Master Revolver Note (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Feb. 22, 2018 | |
Interest paid | $ 465,028 | $ 237,829 | |
Comerica Bank | |||
Advance | $ 40,000 | ||
Master Note | Comerica Bank | |||
Amount available for credit | $ 800,000 | ||
Maturity date | Jul. 25, 2018 | ||
Interest rate | 2.50% | ||
Secured letter of credits | $ 250,000 | ||
Interest paid | $ 312 |
Note 14 - Debt To Related Par45
Note 14 - Debt To Related Parties Assumed (Details) - USD ($) | Nov. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Nov. 01, 2017 |
Payment of related party debt | $ 767,677 | $ 0 | |||
Summer Northeast | |||||
Related party debt | 0 | $ 767,677 | $ 767,677 | ||
Payment of related party debt | 767,677 | ||||
Interest rate | 12.00% | ||||
Maturity date | Oct. 31, 2018 | ||||
Interest paid on related party debt | $ 35,057 |
Note 15 - Related Party Loans (
Note 15 - Related Party Loans (Details) - USD ($) | Mar. 06, 2018 | Jan. 08, 2018 | Jan. 03, 2018 | Apr. 16, 2018 | Feb. 22, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Repayment of related party loan | $ 767,677 | $ 0 | |||||
Promissory notes | |||||||
Related Party Loans | $ 250,000 | 0 | |||||
Interest rate | 5.00% | 5.00% | |||||
Term | 365 days | 365 days | |||||
Maturity date | Jul. 8, 2018 | Jul. 3, 2018 | |||||
Interest | $ 5,103 | ||||||
Promissory notes | Pinnacle | |||||||
Related Party Loans | $ 80,000 | ||||||
Repayment of related party loan | $ 40,000 | $ 40,000 | |||||
Interest rate | 5.00% | ||||||
Term | 365 days | ||||||
Maturity date | Jul. 8, 2019 | ||||||
Interest | 558 | ||||||
Promissory notes | Tom O Leary | |||||||
Related Party Loans | 125,000 | ||||||
Promissory notes | Neil Leibman | |||||||
Related Party Loans | $ 373,000 | $ 125,000 | $ 173,000 | 0 | |||
Repayment of related party loan | $ 200,000 | ||||||
Interest | $ 3,884 |
Note 16 - Other Related Party47
Note 16 - Other Related Party Transactions (Details) - USD ($) | May 13, 2014 | Jun. 28, 2018 | May 17, 2018 | Jan. 31, 2018 | Jun. 30, 2018 |
Related party costs | $ 24,300 | ||||
Disbursed cost | $ 91,000 | ||||
Purchase price per share | $ 1.50 | ||||
Tom O Leary | |||||
Disbursed cost | $ 45,500 | ||||
Tom O Leary | Common Stock | |||||
Shares issued | 151,115 | ||||
Exercise price | $ 1.50 | ||||
Options grant term | 5 years | ||||
Neil Leibman | |||||
Fuel costs | $ 4,000 | ||||
Disbursed cost | $ 45,500 | ||||
Neil Leibman | Common Stock | |||||
Shares issued | 151,115 | ||||
Exercise price | $ 1.50 | ||||
Options grant term | 5 years | ||||
Four Investors | Securities Purchase Agreements and Registration Rights Agreements | |||||
Shares issued | 125,000 | ||||
Purchase price per share | $ 1.50 | ||||
Purchase price | 300,000 | ||||
Andrew Bursten | |||||
Shares issued | 85,100 | ||||
Related Party | |||||
Shares issued | 39,900 |
Note 17- Summer Energy 401(K) P
Note 17- Summer Energy 401(K) Plan (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Text Block [Abstract] | |
401 (K) Plan | Eligible employee participants are automatically enrolled at 3% of compensation unless a participant elects an alternative deferral percentage limited to dollar amount of $18,500 in 2018 or elects not to defer under the Plan. |
Note 18 - Employee Stock Purc49
Note 18 - Employee Stock Purchase Plan (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Employer match | $ 2,999 | |
Employee Stock Purchase Plan | ||
Maximum Annual Contributions Per Employee, Amount | $ 25,000 | |
Employers Matching Contribution, Annual Vesting Percentage | 10.00% | |
Maximum Contributions for All Employees | $ 24,000 |
Note 19 - Revenue (Details)
Note 19 - Revenue (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Allowance for doubtful accounts | $ 569,777 | $ 1,176,958 | |
Bad debt expense | 381,113 | $ 259,834 | |
Net write offs and recoveries | 988,294 | $ 296,779 | |
Texas Market | |||
Unbilled accounts | 25,778,579 | 20,146,719 | |
ISO New England Market | |||
Unbilled accounts | 478,444 | 697,810 | |
Allowance for doubtful accounts | $ 0 | $ 0 |
Note 19 - Revenue_ Summary of51
Note 19 - Revenue: Summary of revenues from customers net of respective provisions for refund (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Total Electricity Revenues from Contracts with Customers | $ 38,457,556 | $ 71,750,642 | ||
Fees Revenue | 761,192 | 1,518,206 | ||
Total Revenues | 39,218,748 | $ 29,017,573 | 73,268,848 | $ 52,349,095 |
Texas Market | ||||
Total Electricity Revenues from Contracts with Customers | 34,705,118 | 64,241,951 | ||
ISO New England Market | ||||
Total Electricity Revenues from Contracts with Customers | 2,562,885 | 5,501,904 | ||
Pre-Paid ERCOT Market | ||||
Total Electricity Revenues from Contracts with Customers | $ 1,189,553 | $ 2,006,787 |
Note 19 - Revenue_ Components52
Note 19 - Revenue: Components of accounts receivable and accrued revenue (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Accounts receivable from customers | $ 10,731,193 | $ 7,463,265 |
Accrued revenue from customers | 27,257,023 | 20,844,529 |
Total accounts receivable and accrued revenue | 37,988,216 | 28,307,794 |
Pre-Paid ERCOT Market | ||
Accounts receivable from customers | 9,491,388 | 6,828,105 |
Accrued revenue from customers | 25,778,579 | 20,146,719 |
ISO New England Market | ||
Accounts receivable from customers | 1,239,805 | 635,160 |
Accrued revenue from customers | $ 1,478,444 | $ 697,810 |
Note 20 - Private Placement O53
Note 20 - Private Placement Offering (Details) - USD ($) | Apr. 13, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Issuance of shares of common in exchange for cash proceeds, Cash | $ 3,637,500 | ||
Issuance of shares of common in exchange for cash proceeds, Share | 2,425,000 | ||
Common Stock, par or stated value | $ 0.001 | $ 0.001 | |
Purchase price per share | $ 1.50 | ||
Securities Purchase Agreement | LaRoseHoldingsLLLP | Investor | |||
Issuance of shares of common in exchange for cash proceeds, Cash | $ 2,000,000 |
Note 21 - Subsequent Events (De
Note 21 - Subsequent Events (Details) - Subsequent Event - USD ($) | Jul. 13, 2018 | Jul. 31, 2018 |
Wholesale provider | ||
Letters of Credit | $ 250,000 | |
Employee Stock Option | ||
Stock option granted | 2,500 | |
Shares issued | 2,500 | |
Fair value of shares issued | $ 5,881 | |
Fair Value Assumptions, Method Used | Black-Scholes option-pricing model | |
Risk-free interest rate | 2.73% | |
Estimated volatility | 142.45% | |
Dividend yield | 0.00% | |
Expected life of the options | 8 years |