Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 14, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Principal Solar, Inc. | |
Trading Symbol | PSWW | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,604,181 | |
Amendment Flag | false | |
Entity Central Index Key | 1,587,476 | |
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 | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and equivalents | $ 48,409 | $ 104,328 |
Accounts receivable | 197,354 | 105,143 |
Deposits | 70,000 | 250,000 |
Prepaid assets | 31,696 | 49,831 |
Total current assets | 347,459 | 509,302 |
Other Assets | ||
Restricted cash | 116,378 | 103,094 |
Total other assets | 11,798,429 | 7,579,243 |
Total assets | 12,145,888 | 8,088,545 |
Current Liabilities | ||
Liabilities arising from reverse merger | 1,003,839 | 1,003,839 |
Compensation payable | 1,474,948 | 1,076,448 |
Accounts payable | 1,286,244 | 293,239 |
Current portion of acquisition note payable, net of discount | 249,816 | 249,816 |
Interest payable | 161,280 | 81,748 |
Note payable for insurance premiums | 2,824 | 33,250 |
Convertible notes payable | 50,000 | |
Convertible notes payable, related parties | 630,000 | 630,000 |
Convertible debenture, net of discount | 833,334 | |
Accrued expenses and other liabilities | 589,970 | 15,881 |
Derivative liability on warrants | 306,451 | |
Total current liabilities | 7,607,039 | 3,384,221 |
Other Liabilities | ||
Acquisition note payable, net of discount | 4,288,436 | 4,403,163 |
Total liabilities | $ 11,895,475 | $ 7,787,384 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock: $0.01 par value; 100,000,000 shares authorized; 500,000 designated as Series A and 250,000 shares outstanding at June 30, 2015 | $ 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 June 30, 2015 and December 31, 2014, respectively | 56,042 | 53,118 |
Additional paid-in capital | 12,115,772 | 9,897,412 |
Accumulated deficit | (12,778,647) | (10,482,079) |
Deficit attributable to common stockholders | (606,833) | (531,550) |
Noncontrolling interest in subsidiary | 857,246 | 832,711 |
Total stockholders' equity | 250,413 | 301,161 |
Total liabilities and stockholders' equity | 12,145,888 | 8,088,545 |
Series A Preferred Stock [Member] | ||
Current Liabilities | ||
Mandatorily redeemable Series A preferred stock; $.01 par value, $4.00 stated value, 500,000 shares designated and 250,000 shares outstanding at June 30, 2015 | 1,018,333 | |
Solar Arrays [Member] | ||
Other Assets | ||
Property Plant and Equipment | 6,412,714 | 6,563,704 |
Construction in Progress [Member] | ||
Other Assets | ||
Property Plant and Equipment | $ 5,269,337 | $ 912,445 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 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 |
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 |
Series A Preferred Stock [Member] | ||
Mandatorily redeemable Series A preferred stock, par value (in Dollars per share) | $ 0.01 | |
Mandatorily redeemable Series A preferred stock, stated value (in Dollars per share) | $ 4 | |
Mandatorily redeemable Series A preferred stock, shares designated | 500,000 | |
Mandatorily redeemable Series A preferred stock, shares outstanding | 250,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues | ||||
Power generation | $ 287,813 | $ 283,316 | $ 471,888 | $ 500,606 |
Total revenues | 287,813 | 283,316 | 471,888 | 500,606 |
Cost of revenues | ||||
Depreciation | 75,495 | 72,258 | 150,990 | 155,373 |
Direct operating costs | 51,776 | 74,761 | 104,003 | 126,749 |
Total cost of revenues | 127,271 | 147,019 | 254,993 | 282,122 |
Gross profit | 160,542 | 136,297 | 216,895 | 218,484 |
General and administrative expenses | 1,414,148 | 563,597 | 2,323,526 | 999,588 |
Operating loss | (1,253,606) | (427,300) | (2,106,631) | (781,104) |
Other (income) expense | ||||
Interest expense | 772,944 | 111,338 | 1,106,418 | 221,600 |
Gain on derivative liability warrants | (962,764) | (7,011) | (943,549) | (1,160) |
Total other (income) expense | (189,820) | 104,327 | 162,869 | 220,440 |
Loss before provision for income taxes | (1,063,786) | (531,627) | (2,269,500) | (1,001,544) |
Provision for state income taxes | 1,300 | 2,533 | 300 | |
Net loss | (1,065,086) | (531,627) | (2,272,033) | (1,001,844) |
Income attributable to noncontrolling interest in subsidiary | (18,052) | (9,752) | (24,535) | (20,422) |
Net loss before preferred stock accretion and dividends | (1,083,138) | (541,379) | (2,296,568) | (1,022,266) |
Net loss attributable to common stockholders | $ (1,268,034) | $ (541,379) | $ (2,481,464) | $ (1,022,266) |
Net loss per share - basic and diluted (in Dollars per share) | $ (0.23) | $ (0.11) | $ (0.45) | $ (0.21) |
Weighted average shares outstanding - basic and diluted (in Shares) | 5,604,181 | 4,857,178 | 5,523,369 | 4,824,543 |
Series A Preferred Stock [Member] | ||||
Other (income) expense | ||||
Redeemable Series A preferred stock accretion and dividends | $ (184,896) | $ (184,896) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2015 - USD ($) | Series A Preferred Stock [Member]Additional Paid-in Capital [Member] | Series A Preferred Stock [Member]Parent [Member] | Series A Preferred Stock [Member] | Common Stock [Member]Advisor [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Employee [Member] | Additional Paid-in Capital [Member]Advisor [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member]Employee [Member] | Parent [Member]Advisor [Member] | Parent [Member] | Noncontrolling Interest [Member] | Employee [Member] | Advisor [Member] | Total |
Balance at Dec. 31, 2014 | $ 53,118 | $ 9,897,412 | $ (10,482,079) | $ (531,549) | $ 832,711 | $ 301,161 | ||||||||||
Balance (in Shares) at Dec. 31, 2014 | 5,311,817 | |||||||||||||||
Fractional shares issued in reverse stock split (in Shares) | 25 | |||||||||||||||
Common stock issued for cash | $ 10,293 | $ 10,293 | $ 10,293 | $ 2,799 | 1,676,201 | 1,679,000 | 1,679,000 | |||||||||
Common stock issued for cash (in Shares) | 279,839 | |||||||||||||||
Series A Preferred stock and warrants issued for cash | $ (10,293) | $ (10,293) | $ (10,293) | $ (2,799) | (1,676,201) | (1,679,000) | (1,679,000) | |||||||||
Stock-based compensation expense, Shares | $ 125 | $ 423,910 | $ 146,875 | $ 423,910 | $ 147,000 | $ 423,910 | $ 147,000 | |||||||||
Stock-based compensation expense, Amount (in Shares) | 12,500 | |||||||||||||||
Preferred stock dividends | (18,333) | (18,333) | (18,333) | |||||||||||||
Net income (loss) | (2,296,568) | (2,296,568) | 24,535 | (2,272,033) | ||||||||||||
Balance at Jun. 30, 2015 | $ 56,042 | $ 12,115,772 | $ (12,778,647) | $ (606,833) | $ 857,246 | $ 250,413 | ||||||||||
Balance (in Shares) at Jun. 30, 2015 | 5,604,181 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING ACTIVITIES | ||
Net loss | $ (2,272,033) | $ (1,001,844) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 150,990 | 155,373 |
(Gain) loss on derivative liability on warrants | (943,549) | (1,160) |
Amortization of debt discounts | 843,516 | 10,181 |
Option to acquire noncontrolling interest | 46,010 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (92,211) | (83,599) |
Deposits | (70,000) | (500,000) |
Prepaid assets | 18,135 | 7,500 |
Liabilities arising from reverse merger | 24,936 | |
Compensation payable | 398,500 | 44,215 |
Accounts payable | 368,397 | 209,597 |
Interest payable | 79,532 | (1,156) |
Accrued expenses and other liabilities | 574,089 | 21,154 |
Net cash used in operating activities | (373,724) | (1,009,437) |
INVESTING ACTIVITIES | ||
Construction in progress | (3,482,284) | |
(3,482,284) | ||
FINANCING ACTIVITIES | ||
Proceeds from convertible debenture payable | 1,250,000 | |
Payments on acquisition note payable | (124,908) | (111,029) |
Proceeds from sale of common stock | 1,679,000 | 660,000 |
Proceeds from sale of Series A Preferred stock | 989,707 | |
Proceeds from convertible notes payable | 50,000 | |
Proceeds from convertible note payable, related party | 500,000 | |
Payments on note payable for insurance premiums | (30,426) | (7,888) |
Change in restricted cash | (13,284) | (68,477) |
Net cash provided by financing activities | 3,800,089 | 972,606 |
Decrease in cash and equivalents | (55,919) | (36,831) |
Cash and equivalents, beginning of period | 104,328 | 122,533 |
Cash and equivalents, end of period | 48,409 | 85,702 |
Supplemental Disclosures | ||
Interest paid | 183,370 | 187,639 |
Income taxes paid | 0 | 0 |
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 | 624,608 | |
Allocation of Series A Preferred proceeds to warrants | 156,270 | |
Accretion of Series A Preferred to fair value | 166,563 | |
Preferred stock dividends | 18,333 | |
Issuance for stock subscription receivable | 60,000 | |
Employee [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 423,910 | 35,474 |
Advisor [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 109,500 | $ 23,882 |
Capitalized Compensation [Member] | Advisor [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | $ 37,500 |
Note 1 - Overview
Note 1 - Overview | 6 Months Ended |
Jun. 30, 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 ("GAAP") 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 June 30, 2015, the Company has an accumulated deficit of approximately $12.8 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 take 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 2015 Reverse. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Account Policies | 6 Months Ended |
Jun. 30, 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 In April 2015 , FASB issued ASU No. 2015-03 , " Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs . 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 $82,050 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 $647,885 and $496,894 at June 30, 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 June 30, 2015, options to purchase 819,591 shares, warrants to purchase 464,013 shares of our Common Stock, and 467,501 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 June 30, 2014, options to purchase 408,834 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 fr
Note 3 - Liabilities Arising from Reverse Merger | 6 Months Ended |
Jun. 30, 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 215,154 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 | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 5 - ACQUISITIONS Principal Sunrise IV (fka "IS 46") 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. On August 11, 2015, the Company assigned its contractual rights under the MIPA for the amount of $7.0 million and the reimbursement of its advances to date under the MIPA of $4.7 million. The net proceeds from the assignment were scheduled to be received by the Company as follows: $7.6 million at closing; $2.5 million on August 31, 2015; $1.6 million at the project's commercial operation date, expected to be early 2016. The gain on the transaction is expected to be approximately $6.8 million after transaction costs estimated at $200,000. 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 June 30, 2015, a total of $1,170,000 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 $147.2 million. 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. The acquisition of Principal Sunrise VII for which the Company entered into a binding term sheet on June 9, 2015, did not meet our expectations and was abandoned. Evaluation costs incurred to the point the acquisition was abandoned were not material and expensed in the current period. |
Note 6 - Notes Payable
Note 6 - Notes Payable | 6 Months Ended |
Jun. 30, 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, 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 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 management's 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 having a term of 5 years and an exercise price of $6.00 per share (See NOTE 8 - DERIVATIVE LIABILITY ON WARRANTS). 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 NOTE 14 "Convertible Debentures (TCH)"). In its consent to this later transaction, Alpha waived its "down round" rights in this single instance. Convertible Note s 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, to eliminate all collateral securing the notes, and to subordinate the note to the Convertible Debenture issued March 2, 2015. In May 2015, in connection with the issuance of Series A Preferred (See NOTE 9 " Series A Preferred 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, eliminate all collateral securing the note, and subordinate the note to the Convertible Debenture issued March 2, 2015. In May 2015, in connection with the issuance of Series A Preferred (See NOTE 9 " Series A Preferred Convertible Note s Payable , Non-Related Party 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 September 30, 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 note is 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 note at any time without penalty. |
Note 7 - Leases
Note 7 - Leases | 6 Months Ended |
Jun. 30, 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 2011 20 yr. + 2 5-yr renewals 4% of revenue SunGen StepGuys Alfred, ME 110 Sep 2009 25 yr. + 2 25-yr renewals None The Company recognized expenses of $17,806 and $20,541 in rent under the Powerhouse One lease in the six months ended June 30, 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 o
Note 8 - Derivative Liability on Warrants | 6 Months Ended |
Jun. 30, 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 ® 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 June 30, 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 (1,280,433 ) Balance at June 30, 2015 $ 306,451 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 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 NOTE 14 "Convertible Debentures (TCH)"). In its consent to this later transaction, Alpha waived its "down round" rights in this single instance. On May 6, 2015, the Company issued Series A Preferred stock (NOTE 9 “Preferred Stock”) resetting the exercise price of the warrants to $4.00 per share. |
Note 9 - Capital Stock
Note 9 - Capital Stock | 6 Months Ended |
Jun. 30, 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. Series A Preferred (Mandatorily Redeemable) On May 6, 2015, the Company contracted to issue, in two separate tranches, 500,000 shares of its newly designated $.01 par value Series A Preferred stock ("Series A Preferred") to an unrelated investor at a purchase price of $4.00 per share that could result in proceeds to the Company of up to $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 a public offering of securities of the Company. 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 was to be funded when a) a Registration Statement, as may be amended, was declared effective by the Securities and Exchange Commission, and b) the Company presented to the holder financing commitments to construct and operate one of our two announced solar projects, PS V. In connection with the issuance, the Company agreed to grant the holder warrants to purchase 375,000 shares of its Common Stock, 187,500 with each tranche, at a purchase price of $6.00 per share. As the warrants were not complex in nature, they were valued using the Black-Scholes option-pricing model. Input assumptions on the issuance date were as follows: Estimated fair value $1.00 Expected life (years) 5.0 Risk free interest rate 1.58% Volatility 168.93% The Company evaluated the detachable warrants in accordance with FASB ASC No. 470-20, “Debt with Conversion and Other Options” and FASB ASC 815, “Derivatives and Hedging” and allocated the proceeds from issuance of the Series A preferred to the warrants based on the relative fair value of the preferred stock and warrants at issuance, and recorded the allocation to the warrants as additional paid-in capital. The allocation of the warrants to additional paid-in capital was offset by the accretion of the Series A Preferred. 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 incurrence of additional debt or issuance of additional preferred equity instruments, the payment of dividends, or the repurchase of our Common shares is prohibited. Absent an IPO The Company's failure to complete a public offering on or before July 1, 2015, was an event of default under the Series A Preferred, the remedy for which was 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. The Company has taken such steps and considers the event of default of no further consequence. The failure to complete an IPO on or before July 1, 2015, also caused the Series A Preferred to be reclassified from a convertible temporary equity to a mandatorily redeemable liability. Whereas the Series A Preferred incurred dividends prior to its reclassification on June 30, 2015, as a liability, it will incur interest expense thereafter. Series A Mandatority Redeemable Preferred Stock Series A preferred stock issuance gross proceeds $ 1,000,000 Series A preferred issuance costs (10,293 ) Net proceeds 989,707 Allocation of net proceeds to warrants (156,270 ) Net proceeds allocated to Series A preferred stock 833,437 Accretion 166,563 Series A accrued dividends 18,333 Fair value of redeemable Series A preferred stock at June 30, 2015 $ 1,018,333 Common Stock The Company has authorized 300,000,000 shares of $.01 par value Common Stock, and it trades on the OTC Pink ® 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. Restricted Stock In January 2015, the Company awarded to an engineering firm, in exchange for its services on Principal Sunrise IV, 12,500 restricted shares pursuant to the 2014 Equity incentive Plan. The value of the shares on the date of grant totaled $37,500 and the amount was capitalized as construction in progress. Stock Options The Company maintains the 2014 Equity Incentive Plan 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. In May 2015, the Company granted to two Board members options to acquire 18,000 shares of Common Stock each. The options have an exercise price of $6.00 per share, immediate vesting of 12,000 shares to reflect the grant that was overlooked in January 2014 and the balance vest over the following 8 months. The options expire 10-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 three month period ending June 30, 2015 was $146,065 and $48,688 of compensation expense related to options not yet vested remains unrecognized at June 30, 2015. Such amount is expected to be recognized during the remainder of 2015. In May 2015, the Company granted to a new Board member options to acquire 18,000 shares of Common Stock. The options have an exercise price of $6.00 per share, vest over 24 months, and expire 10-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 the three and six months ended June 30, 2015 was $8,115 and $89,262 of compensation expense related to options not yet vested remains unrecognized at June 30, 2015. Such amount is expected to be recognized during the years 2015 through 2017. Equity-based compensation expense included in general and administrative expenses for the three and six month in 2015 was $192,339 and $533,410, respectively. 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 $ 6.00 Expected life (years) 2.5 to 5 Risk free interest rate 0.52 to 1.58% Volatility 168.93% Warrants The Company had 464,013 warrants outstanding at June 30, 2015, with a weighted average term of 5 years and a weighted average exercise price of $5.81 per share. |
Note 10 - Noncontrolling Intere
Note 10 - Noncontrolling Interest | 6 Months Ended |
Jun. 30, 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 24,535 Balance June 30, 2015 857,246 |
Note 11 - Related Party Transac
Note 11 - Related Party Transactions | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2015 and 2014. |
Note 12 - Taxes
Note 12 - Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 12 - TAXES Our estimated $9.2 million 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 Conti
Note 13 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 13 - COMMITMENTS AND CONTINGENCIES In connection with the acquisition of Principal Sunrise IV (fka IS 46), a third-party arranged, on behalf of the Company, a letter of credit with the off-taker, Duke Energy Progress, Inc., in the amount of $800,000. In the event the letter of credit is drawn upon by the beneficiary, the Company is liable to the provider for the notional amount of the letter of credit plus its costs. |
Note 14 - Subsequent Event
Note 14 - Subsequent Event | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 1 4 - SUBSEQUENT EVENT Convertible Debentures (TCH) On July 1, 2015, the Company agreed to issue, in one or more separate tranches, up to $2,000,000 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 Debentures: ● bear an interest rate of 8% per annum, due and payable at maturity; ● mature on September 1, 2015, provided however that the maturity date may be extended up to six months from the closing date if the maturity date for the Alpha Capital Anstalt ("Alpha") debt is also extended to be co-terminus with the Debentures; ● are convertible into the Company's $.01 par value Common Stock at a rate of two shares of Common Stock for each $1.00 invested ($.50 per share) in the Debentures; and ● may be prepaid by the Company at any time without penalty upon 10 days notice. In connection with the Debentures, the Company granted to the holders 60-month warrants to purchase up to 166,667 shares of Common Stock at a price of $6.00 per share. On August 12, 2015, the Convertible Debentures (TCH) were repaid in full for an amount of $1.1 million including $10 thousand of accrued interest. Short - Term Advance On August 3, 2015, the Company accepted a short-term advance from one of its consultants of approximately $240 thousand. The advance was non-interest bearing except amounts outstanding beyond October 3, 2015, bear interest at a rate of 12% per annum. The Company incurred a one-time fee of $36 thousand in connection with the advance. On August 12, 2015, the short-term advance was repaid in full for an amount of $240 thousand plus the fee of $36 thousand. Assignment of Principal Sunrise IV On August 11, 2015, the Company assigned its contractual rights under the MIPA for the amount of $7.0 million and the reimbursement of its advances to date under the MIPA of $4.7 million. The net proceeds from the assignment were scheduled to be received by the Company as follows: $7.6 million at closing; $2.5 million on August 31, 2015; $1.6 million at the project's commercial operation date, expected to be early 2016. The gain on the transaction is expected to be approximately $6.8 million after transaction costs estimated at $200,000. Proceeds from the assignment were used to: repay debt and accrued interest of the Convertible Debentures held by Alpha ($1.3 million); redeem the outstanding Series A Preferred ($1.03 million); repay the Convertible Debenture (TCH) issued July 1, 2015 ($1.1 million); repay convertible notes payable, related party ($724 thousand); repay convertible notes payable ($51 thousand); repay a short-term advance of August 3, 2015 ($276 thousand); pay deferred compensation ($1.2 million), accounts payable, and for general working capital. Following application of the proceeds as described above, the Company has no debt or redeemable preferred stock outstanding except the Acquisition Note Payable (NOTE 5) and the note payable for insurance premiums. In addition to amounts owed by the assignee to the Company at the project’s commercial operation date, the assignee owes the seller, Innovative Solar Systems, LLC, an additional $600 thousand. If the assignee, for whatever reason, fails to pay the amount due the seller, the Company has agreed to do so thereby creating a contingent liability of the Company. Additionally, as a part of the closing, the assignee and the Company agreed to escrow the scheduled August 31, 2015, payment pending the Company meeting its on-going responsibilities as co-developer including, but not limited to, advising on engineering matters, providing technical assistance on project design, overseeing substation design and construction, organizing documentation and permitting, interpreting test results, and opining on final acceptance matters, and resolving a fee dispute related to the project. Finally, the assignee, the Company, and the third-party arranging a letter of credit in connection with Principal Sunrise IV (see NOTE 13), have separately agreed to relieve the Company of its obligation under the letter of credit. Sale of Powerhouse One On August 17, 2015, the Company sold its Powerhouse One subsidiary in exchange for $1.6 million, the payment of $767 thousand due to the minority owners, and extinguishmentof the Acquisition Note Payable (see NOTE 5) having an outstanding balance of $4.5 million. Proceeds from the sale will be used to further reduce accounts payable, deferred compensation, and for general working capital purposes. Though the asset represented the Company's primary source of revenue, the cost of operations and debt service consumed nearly all the net cash flow. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 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 In April 2015 , FASB issued ASU No. 2015-03 , " Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs . |
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 $82,050 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 $647,885 and $496,894 at June 30, 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 June 30, 2015, options to purchase 819,591 shares, warrants to purchase 464,013 shares of our Common Stock, and 467,501 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 June 30, 2014, options to purchase 408,834 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) | 6 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Operating Leases of Lessee Disclosure [Table Text Block] | Installation Location kW Date Term Rent Powerhouse One Fayetteville, TN 3,000 Aug 2011 20 yr. + 2 5-yr renewals 4% of revenue SunGen StepGuys Alfred, ME 110 Sep 2009 25 yr. + 2 25-yr renewals None |
Note 8 - Derivative Liability23
Note 8 - Derivative Liability on Warrants (Tables) | 6 Months Ended |
Jun. 30, 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 (1,280,433 ) Balance at June 30, 2015 $ 306,451 |
Note 9 - Capital Stock (Tables)
Note 9 - Capital Stock (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Note 9 - Capital Stock (Tables) [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Estimated fair value $ 6.00 Expected life (years) 2.5 to 5 Risk free interest rate 0.52 to 1.58% Volatility 168.93% |
Series A Preferred Stock [Member] | |
Note 9 - Capital Stock (Tables) [Line Items] | |
Schedule of Stock by Class [Table Text Block] | Series A Mandatority Redeemable Preferred Stock Series A preferred stock issuance gross proceeds $ 1,000,000 Series A preferred issuance costs (10,293 ) Net proceeds 989,707 Allocation of net proceeds to warrants (156,270 ) Net proceeds allocated to Series A preferred stock 833,437 Accretion 166,563 Series A accrued dividends 18,333 Fair value of redeemable Series A preferred stock at June 30, 2015 $ 1,018,333 |
Warrant [Member] | |
Note 9 - Capital Stock (Tables) [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Estimated fair value $1.00 Expected life (years) 5.0 Risk free interest rate 1.58% Volatility 168.93% |
Note 10 - Noncontrolling Inte25
Note 10 - Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest [Table Text Block] | Balance December 31, 2014 $ 832,711 Earnings allocated to noncontrolling interest 24,535 Balance June 30, 2015 857,246 |
Note 1 - Overview (Details)
Note 1 - Overview (Details) | May. 05, 2015 | Jun. 30, 2015USD ($)$ / item | Dec. 31, 2014USD ($) |
Note 1 - Overview (Details) [Line Items] | |||
Retained Earnings (Accumulated Deficit) | $ | $ (12,778,647) | $ (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 | 0.10 | ||
Power Generation Revenue [Member] | Power Purchase Agreements [Member] | Product Concentration Risk [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 Significa27
Note 2 - Summary of Significant Account Policies (Details) | 6 Months Ended | ||
Jun. 30, 2015USD ($)shares | Jun. 30, 2014shares | Dec. 31, 2014USD ($) | |
Note 2 - Summary of Significant Account Policies (Details) [Line Items] | |||
Restricted Cash and Cash Equivalents (in Dollars) | $ | $ 82,050 | ||
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 | 819,591 | 408,834 | |
Warrant [Member] | |||
Note 2 - Summary of Significant Account Policies (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 464,013 | 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 | 467,501 | ||
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) | $ | $ 647,885 | $ 496,894 |
Note 3 - Liabilities Arising 28
Note 3 - Liabilities Arising from Reverse Merger (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | |
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 | 215,154 | ||
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 | ||
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 (
Note 4 - Compensation Payable (Details) | Jun. 30, 2015USD ($) |
Management [Member] | |
Note 4 - Compensation Payable (Details) [Line Items] | |
Interest Payable | $ 0 |
Note 5 - Acquisitions (Details)
Note 5 - Acquisitions (Details) - USD ($) | Aug. 11, 2015 | Mar. 02, 2015 | Jun. 30, 2015 |
Subsequent Event [Member] | PS IV [Member] | |||
Note 5 - Acquisitions (Details) [Line Items] | |||
Assignment of Contractual Rights, Amount | $ 7,000,000 | ||
Reimbursement of Advances Assigned | 4,700,000 | ||
Gain (Loss) from Assignment of Contractual Rights | 6,800,000 | ||
Transaction Costs Related to Assignment of Contractual Rights | 200,000 | ||
Project Cost, Expected Cost | 6,800,000 | ||
Subsequent Event [Member] | Payment Expected at Closing [Member] | PS IV [Member] | |||
Note 5 - Acquisitions (Details) [Line Items] | |||
Net Proceeds on Assignment of Contractual Rights | 7,600,000 | ||
Subsequent Event [Member] | Payment Expected August 31, 2015 [Member] | PS IV [Member] | |||
Note 5 - Acquisitions (Details) [Line Items] | |||
Net Proceeds on Assignment of Contractual Rights | 2,500,000 | ||
Subsequent Event [Member] | Payment at the Project's Commercial Operation Date [Member] | PS IV [Member] | |||
Note 5 - Acquisitions (Details) [Line Items] | |||
Net Proceeds on Assignment of Contractual Rights | $ 1,600,000 | ||
Power Purchase Agreements [Member] | 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 | $ 1,170,000 | ||
Project Cost, Expected Cost | $ 147,200,000 | ||
Power Purchase Agreements [Member] | 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 |
Note 6 - Notes Payable (Details
Note 6 - Notes Payable (Details) | Mar. 02, 2015USD ($)$ / sharesshares | Feb. 27, 2015 | Dec. 01, 2014USD ($)$ / shares | Jun. 30, 2014USD ($)$ / shares | Jun. 17, 2013USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / shares | May. 06, 2015$ / sharesshares | Mar. 31, 2015$ / shares | Jan. 31, 2015USD ($)$ / shares |
Note 6 - Notes Payable (Details) [Line Items] | |||||||||
Debt Instrument, Covenant Terms, Debt Service Coverage Ratio | 1.1 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 375,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | ||||||||
Proceeds from Convertible Debt (in Dollars) | $ | $ 50,000 | ||||||||
Convertible Debt [Member] | |||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||
Debt Instrument, Face Amount (in Dollars) | $ | $ 50,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 6 | ||||||||
Board Member [Member] | Convertible Notes Payable [Member] | |||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||
Debt Instrument, Maturity Date | Sep. 30, 2015 | Dec. 5, 2014 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 18.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 4 | ||||||||
Proceeds from Convertible Debt (in Dollars) | $ | $ 250,000 | ||||||||
Chief Executive Officer [Member] | Convertible Notes Payable [Member] | |||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||
Debt Instrument, Maturity Date | Sep. 30, 2015 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 6 | ||||||||
Proceeds from Convertible Debt (in Dollars) | $ | $ 130,000 | ||||||||
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 (in Shares) | shares | 37,763 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | ||||||||
Class of Warrant or Right, Outstanding, Contractual Life | 10 years | 5 years | |||||||
Debt Instrument, Unamortized Discount (in Dollars) | $ | $ 81,449 | ||||||||
Class of Warrants or Right Outstanding, Redemption Value (in Dollars) | $ | $ 604,200 | ||||||||
Bridge Bank, National Association [Member] | Powerhouse One, LLC [Member] | |||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||
Debt Instrument, Face Amount (in Dollars) | $ | $ 5,050,000 | ||||||||
Debt Instrument, Maturity Date | Jun. 17, 2017 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | ||||||||
Debt Instrument, Covenant Terms, Debt Service Coverage Ratio | 1.10 | ||||||||
Alpha Capital Anstalt [Member] | |||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | $ 5.81 | |||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | ||||||||
Class of Warrant or Right, Issued During Period (in Shares) | shares | 234,375 | ||||||||
Alpha Capital Anstalt [Member] | Convertible Debt [Member] | |||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||
Debt Instrument, Face Amount (in Dollars) | $ | $ 1,250,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Alpha Capital Anstalt [Member] | Principal, Convertible Convertible into Shares of Common Stock [Member] | Convertible Debt [Member] | |||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 4 | ||||||||
Alpha Capital Anstalt [Member] | Principal and Accrued Interest, Convertible Convertible into Shares of Common Stock [Member] | Convertible Debt [Member] | |||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 4 | ||||||||
Minimum [Member] | Alpha Capital Anstalt [Member] | Convertible Debt [Member] | |||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 4 |
Note 7 - Leases (Details)
Note 7 - Leases (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 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 | $ 17,806 | $ 20,541 |
Note 7 - Leases (Details) - Cur
Note 7 - Leases (Details) - Current Solar Array Installations - 6 months ended Jun. 30, 2015 | Total |
Powerhouse One, LLC [Member] | |
Operating Leased Assets [Line Items] | |
Location | Fayetteville, TN |
kW | 3,000 |
Date | Aug 2,011 |
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 2,009 |
Term | 25 yr. + 2 25-yr renewals |
Rent | None |
Note 8 - Derivative Liability34
Note 8 - Derivative Liability on Warrants (Details) - USD ($) | Mar. 02, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jul. 01, 2015 | May. 06, 2015 |
Note 8 - Derivative Liability on Warrants (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 | |||||
Derivative, Gain (Loss) on Derivative, Net | $ 943,549 | $ 1,160 | ||||
Subsequent Event [Member] | ||||||
Note 8 - Derivative Liability on Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | |||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | |||||
Alpha Capital Anstalt [Member] | ||||||
Note 8 - Derivative Liability on Warrants (Details) [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | $ 5.81 | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | |||||
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 | 234,375 | |||||
Class of Warrant or Right, Outstanding, Contractual Life | 66 months | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | $ 4 | ||||
Warrant [Member] | ||||||
Note 8 - Derivative Liability on Warrants (Details) [Line Items] | ||||||
Derivative, Loss on Derivative | $ 336,884 | |||||
Derivative, Gain on Derivative | 1,280,433 | |||||
Derivative, Gain (Loss) on Derivative, Net | $ 962,764 | $ 943,549 |
Note 8 - Derivative Liability35
Note 8 - Derivative Liability on Warrants (Details) - Warrant Input Assumptions - 6 months ended Jun. 30, 2015 - Warrant [Member] - USD ($) | Total |
Note 8 - Derivative Liability on Warrants (Details) - Warrant Input Assumptions [Line Items] | |
Estimated fair value (in Dollars) | $ 6.77 |
Expected life (years) | 5 years 186 days |
Risk free interest rate | 1.65% |
Volatility | 146.11% |
Note 8 - Derivative Liability36
Note 8 - Derivative Liability on Warrants (Details) - Changes in Fair Value of Derivative Warrants - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2015 | Jun. 30, 2015 | |
Note 8 - Derivative Liability on Warrants (Details) - Changes in Fair Value of Derivative Warrants [Line Items] | ||
Balance at June 30, 2015 | $ 306,451 | |
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 | $ (1,280,433) | |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Note 8 - Derivative Liability on Warrants (Details) - Changes in Fair Value of Derivative Warrants [Line Items] | ||
Beginning balance December 31, 2014 | $ 0 | 0 |
Derivative warrants issued | 1,586,884 | |
Change in fair value included in net loss | (1,280,433) | |
Balance at June 30, 2015 | $ 306,451 |
Note 9 - Capital Stock (Details
Note 9 - Capital Stock (Details) - USD ($) | May. 06, 2015 | Jun. 17, 2013 | Jun. 14, 2013 | May. 31, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Mar. 02, 2015 | Dec. 31, 2014 |
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock (in Dollars) | $ 989,707 | ||||||||||
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 (in Dollars per share) | $ 6 | ||||||||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | |||||||
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 | 819,591 | ||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 1,679,000 | ||||||||||
Class of Warrant or Right, Outstanding | 464,013 | 464,013 | |||||||||
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 | ||||||||||
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 | ||||||||||
Two Board Members [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 18,000 | ||||||||||
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 | 10 years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 12,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 8 months | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ 48,688 | $ 48,688 | |||||||||
New Board Member [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 18,000 | ||||||||||
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 | 10 years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 24 months | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ 89,262 | $ 89,262 | |||||||||
Tranche 1 [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 187,500 | ||||||||||
Tranche 2 [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 187,500 | ||||||||||
Preferred Class A [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||||||||
Preferred Class A [Member] | Tranche 1 [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 500,000 | ||||||||||
Share Price (in Dollars per share) | $ 4 | ||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock (in Dollars) | $ 1,000,000 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 12.00% | ||||||||||
Preferred Stock, Redemption Price Per Share (in Dollars per share) | $ 4 | ||||||||||
Funded Status [Member] | Preferred Class A [Member] | Tranche 2 [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock (in Dollars) | $ 1,000,000 | ||||||||||
General and Administrative Expense [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Allocated Share-based Compensation Expense (in Dollars) | $ 192,339 | $ 533,410 | |||||||||
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 | ||||||||||
General and Administrative Expense [Member] | Two Board Members [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Allocated Share-based Compensation Expense (in Dollars) | $ 146,065 | ||||||||||
General and Administrative Expense [Member] | New Board Member [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Allocated Share-based Compensation Expense (in Dollars) | 8,115 | ||||||||||
Steuben Investment Company II, L.P. [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 727,273 | ||||||||||
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 | ||||||||||
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, Outstanding, Contractual Life | 10 years | ||||||||||
Expected Penality to be Paid (in Dollars) | $ 216,000 | ||||||||||
The 2014 Equity Incentive Plan [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 819,591 | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 250,000 | 716,090 | |||||||||
Common Stock Capital Shares Issued and Reserved for Future Issuance | 966,090 | ||||||||||
The 2014 Equity Incentive Plan [Member] | Restricted Stock [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 12,500 | ||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross (in Dollars) | $ 37,500 | ||||||||||
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 | 5 years | |||||||||
Alpha Capital Anstalt [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 5.81 | $ 5.81 | $ 6 | ||||||||
Certain Convertible Note [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Convertible Notes Payable (in Dollars) | 50,000 | ||||||||||
Maximum [Member] | Preferred Class A [Member] | Tranche 1 [Member] | |||||||||||
Note 9 - Capital Stock (Details) [Line Items] | |||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock (in Dollars) | $ 2,000,000 |
Note 9 - Capital Stock (Detai38
Note 9 - Capital Stock (Details) - Fair Value Assumptions - May. 06, 2015 - Warrant [Member] - $ / shares | Total |
Note 9 - Capital Stock (Details) - Fair Value Assumptions [Line Items] | |
Estimated fair value (in Dollars per share) | $ 1 |
Expected life (years) | 5 years |
Risk free interest rate | 1.58% |
Volatility | 168.93% |
Note 9 - Capital Stock (Detai39
Note 9 - Capital Stock (Details) - Series A Preferred Reclassified from Convertible Temporary Equity to a Mandatorily Redeemable Liability - Jun. 30, 2015 - USD ($) | Total | Total |
Class of Stock [Line Items] | ||
Series A preferred stock issuance gross proceeds | $ 989,707 | |
Allocation of net proceeds to warrants | (156,270) | |
Accretion | 166,563 | |
Series A accrued dividends | 18,333 | |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Series A preferred stock issuance gross proceeds | $ 1,000,000 | |
Series A preferred issuance costs | (10,293) | |
Net proceeds | 989,707 | |
Allocation of net proceeds to warrants | (156,270) | |
Net proceeds allocated to Series A preferred stock | 833,437 | |
Accretion | 166,563 | |
Series A accrued dividends | 18,333 | |
Fair value of redeemable Series A preferred stock at June 30, 2015 | $ 1,018,333 | $ 1,018,333 |
Note 9 - Capital Stock (Detai40
Note 9 - Capital Stock (Details) - Valuation of Option Issuances - 6 months ended Jun. 30, 2015 - 2015 Grants [Member] - $ / shares | Total |
Minimum [Member] | |
Note 9 - Capital Stock (Details) - Valuation of Option Issuances [Line Items] | |
Estimated fair value (in Dollars per share) | $ 6 |
Expected life (years) | 2 years 6 months |
Risk free interest rate | 0.52% |
Volatility | 168.93% |
Maximum [Member] | |
Note 9 - Capital Stock (Details) - Valuation of Option Issuances [Line Items] | |
Expected life (years) | 5 years |
Risk free interest rate | 1.58% |
Note 10 - Noncontrolling Inte41
Note 10 - Noncontrolling Interest (Details) | Jun. 30, 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 Inte42
Note 10 - Noncontrolling Interest (Details) - Activity in Noncontrolling Interest - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Activity in Noncontrolling Interest [Abstract] | ||||
Balance December 31, 2014 | $ 832,711 | |||
Earnings allocated to noncontrolling interest | $ 18,052 | $ 9,752 | 24,535 | $ 20,422 |
Balance June 30, 2015 | $ 857,246 | $ 857,246 |
Note 12 - Taxes (Details)
Note 12 - Taxes (Details) $ in Millions | Jun. 30, 2015USD ($) |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 9.2 |
Note 13 - Commitments and Con44
Note 13 - Commitments and Contingencies (Details) | Jun. 30, 2015USD ($) |
Principal Sunrise IV [Member] | |
Note 13 - Commitments and Contingencies (Details) [Line Items] | |
Guaranty Liabilities | $ 800,000 |
Note 14 - Subsequent Event (Det
Note 14 - Subsequent Event (Details) - USD ($) | Aug. 17, 2015 | Aug. 12, 2015 | Aug. 11, 2015 | Aug. 03, 2015 | Jul. 01, 2015 | Jun. 30, 2015 | May. 06, 2015 | Mar. 02, 2015 |
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 375,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 6 | |||||||
Subsequent Event [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 6 | |||||||
Repayments of Related Party Debt | $ 724,000 | |||||||
Repayments of Short-term Debt | 276,000 | |||||||
Payments for Other Purposes | 1,200,000 | |||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Payments for Repurchase of Redeemable Preferred Stock | 1,030,000 | |||||||
Consultant [Member] | Subsequent Event [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Due from Other Related Parties, Current | $ 240,000 | |||||||
Short-Term Advance, Fee Amount | $ 36,000 | |||||||
Proceeds from Short-Term Advance | $ 240,000 | |||||||
Reimbursement of Short-Term Advance Fee | 36,000 | |||||||
Consultant [Member] | Subsequent Event [Member] | Beyond October 3, 2015 [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Interest Rate on Short-Term Advance | 12.00% | |||||||
PS IV [Member] | Subsequent Event [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Assignment of Contractual Rights, Amount | 7,000,000 | |||||||
Reimbursement of Advances Assigned | 4,700,000 | |||||||
Project Cost, Expected Cost | 6,800,000 | |||||||
Project Cost, Expected Cost, Estimated Portion Funded by Public Offering | 200,000 | |||||||
PS IV [Member] | Subsequent Event [Member] | Payment Expected at Closing [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Net Proceeds on Assignment of Contractual Rights | 7,600,000 | |||||||
PS IV [Member] | Subsequent Event [Member] | Payment Expected August 31, 2015 [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Net Proceeds on Assignment of Contractual Rights | 2,500,000 | |||||||
PS IV [Member] | Subsequent Event [Member] | Payment at the Project's Commercial Operation Date [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Net Proceeds on Assignment of Contractual Rights | 1,600,000 | |||||||
Innovative Solar 42 [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Accounts Receivable, Unapproved Contract Claims | 600,000 | |||||||
Powerhouse One, LLC [Member] | Subsequent Event [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 1,600,000 | |||||||
Notes Payable | 4,500,000 | |||||||
Powerhouse One, LLC [Member] | Minority Owners [Member] | Subsequent Event [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 767,000 | |||||||
Alpha Capital Anstalt [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 5.81 | $ 6 | ||||||
Repayments of Convertible Debt | 1,300,000 | |||||||
Debentures [Member] | Subsequent Event [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||
Number of Common Stock per Each Dollar Invested (in Shares) | 2 | |||||||
Class of Warrant or Right, Outstanding, Contractual Life | 60 months | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 166,667 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 6 | |||||||
Repayments of Convertible Debt | 1,100,000 | |||||||
Interest Payable | $ 10,000 | |||||||
Certain Convertible Note [Member] | Subsequent Event [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Repayments of Convertible Debt | 1,100,000 | |||||||
Certain Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Repayments of Convertible Debt | $ 51,000 | |||||||
Maximum [Member] | Debentures [Member] | Subsequent Event [Member] | ||||||||
Note 14 - Subsequent Event (Details) [Line Items] | ||||||||
Convertible Debt | $ 2,000,000 |