Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 13, 2016 | |
Entity Registrant Name | Principal Solar, Inc. | |
Entity Central Index Key | 1,587,476 | |
Trading Symbol | psww | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 5,564,258 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Construction in Progress [Member] | ||
Other Assets | ||
Property Plant and Equipment | $ 12,791,661 | $ 9,567,324 |
Cash and equivalents | $ 263,871 | 498,330 |
Accounts receivable | 1,949 | |
Prepaid assets | $ 29,154 | 43,116 |
Other receivable | 1,624,000 | 1,624,000 |
Total current assets | 1,917,025 | 2,167,395 |
Total other assets | 12,791,661 | 9,567,324 |
Total assets | 14,708,686 | 11,734,719 |
Current Liabilities | ||
Accounts payable | 1,050,748 | 513,363 |
Compensation payable | 424,248 | 390,702 |
Interest payable | 191,604 | 60,892 |
Accrued expenses and other liabilities | 204,816 | 97,754 |
Note payable for insurance premiums | 21,099 | $ 33,495 |
Note payable, related party | 300,000 | |
Arowana notes payable | 8,149,191 | $ 5,871,119 |
Commissions payable | 1,540,000 | 1,540,000 |
Mediation settlement | 800,000 | 800,000 |
Liabilities arising from reverse merger | 1,003,839 | 1,003,839 |
Total current liabilities | 13,685,545 | 10,311,164 |
Total liabilities | $ 13,685,545 | $ 10,311,164 |
Stockholders' Equity | ||
Preferred stock: $0.01 par value; 2,000,000 shares authorized; 500,000 designated as Series A and 0 shares outstanding at March 31, 2016 and December 31, 2015 | ||
Common stock: $0.01 par value, 15,000,000 shares authorized, 5,564,258 shares issued and outstanding at March 31, 2016 and December 31, 2015 | $ 55,642 | $ 55,642 |
Additional paid-in capital | 12,364,250 | 12,355,916 |
Accumulated deficit | (11,396,751) | (10,988,003) |
Total stockholders' equity | 1,023,141 | 1,423,555 |
Total liabilities and stockholders' equity | $ 14,708,686 | $ 11,734,719 |
Consolidated Balance Sheets (C3
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Series A Preferred Stock [Member] | ||
Mandatorily redeemable Series A preferred stock, shares designated (in shares) | 500,000 | 500,000 |
Mandatorily redeemable Series A preferred stock, shares outstanding | $ 0 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock,shares authorized (in shares) | 2,000,000 | 2,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, shares issued (in shares) | 5,564,258 | 5,564,258 |
Common stock, shares outstanding (in shares) | 5,564,258 | 5,564,258 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Power generation | $ 5,010 | $ 184,075 |
Total revenues | $ 5,010 | 184,075 |
Cost of revenues | ||
Depreciation | 75,495 | |
Direct operating costs | $ 5,024 | 52,227 |
Total cost of revenues | 5,024 | 127,722 |
Gross profit (loss) | (14) | 56,353 |
General and administrative expenses | 277,557 | 919,671 |
Operating loss | (277,571) | (863,318) |
Other expense | ||
Interest expense | $ 131,177 | 333,474 |
Loss on derivative liability warrants | 19,215 | |
Total other expense | $ 131,177 | 352,689 |
Loss before provision for income taxes | $ (408,748) | (1,216,007) |
Provision for income taxes | (1,233) | |
Net loss | $ (408,748) | (1,217,240) |
Income attributable to noncontrolling interest in subsidiary | 6,483 | |
Net loss attributable to common stockholders | $ (408,748) | $ (1,223,723) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.07) | $ (0.23) |
Weighted average shares outstanding, basic and diluted (in shares) | 5,564,258 | 5,435,120 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) | Employee [Member]Additional Paid-in Capital [Member] | Employee [Member]Parent [Member] | Employee [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member] | Total |
Balance (in shares) at Dec. 31, 2015 | 5,564,258 | |||||||
Balance at Dec. 31, 2015 | $ 55,642 | $ 12,355,916 | $ (10,988,003) | $ 1,423,555 | $ 1,423,555 | |||
Stock-based employee compensation expense | $ 8,334 | $ 8,334 | $ 8,334 | |||||
Net income | (408,748) | (408,748) | (408,748) | |||||
Balance (in shares) at Mar. 31, 2016 | 5,564,258 | |||||||
Balance at Mar. 31, 2016 | $ 55,642 | $ 12,364,250 | $ (11,396,751) | $ 1,023,141 | $ 1,023,141 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | $ 8,334 | $ 341,071 |
Advisor [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | $ 75,000 | |
Arowana Note [Member] | ||
FINANCING ACTIVITIES | ||
Proceeds from Arowana note | $ 2,278,072 | |
Proceeds from Convertible Debt | $ 2,278,072 | |
Alpha Capital Anstalt [Member] | ||
FINANCING ACTIVITIES | ||
Proceeds from convertible debenture payable (Alpha) | $ 1,250,000 | |
Contractor [Member] | ||
FINANCING ACTIVITIES | ||
Proceeds from short-term note, related party | $ 300,000 | |
Net loss | $ (408,748) | $ (1,217,240) |
Depreciation | 75,494 | |
Loss on derivative liability on warrants | 19,215 | |
Amortization of debt discounts | 206,480 | |
Accounts receivable | $ 1,949 | (17,645) |
Prepaid assets | 13,962 | 12,875 |
Accounts payable | 537,384 | 50,551 |
Compensation payable | 33,546 | 116,500 |
Interest payable | 130,712 | 32,842 |
Accrued expenses and other liabilities | 107,062 | 39,567 |
Net cash provided by (used in) operating activities | 424,201 | (265,290) |
Construction in progress | (3,224,336) | (2,202,092) |
Net cash used in investing activities | $ (3,224,336) | (2,202,092) |
Proceeds from Arowana note | 50,000 | |
Proceeds from sale of common stock | 1,679,001 | |
Payment of acquisition note payable | (62,455) | |
Proceeds from Convertible Debt | 50,000 | |
Payments on note payable for insurance premiums | $ (12,396) | (16,268) |
Change in restricted cash | 28,451 | |
Net cash used in financing activities | $ 2,565,676 | 2,928,729 |
(Decrease) increase in cash and equivalents | (234,459) | 461,347 |
Cash and equivalents, beginning of period | 498,330 | 104,328 |
Cash and equivalents, end of period | 263,871 | 565,675 |
Supplemental Disclosures | ||
Interest paid | 465 | 94,152 |
Income taxes paid | $ 0 | 0 |
Non-Cash Transactions: | ||
Discount on covertible debenture recorded as a derivative liability | 1,250,000 | |
Construction in progress in accounts payable | $ 473,407 | 349,950 |
Deposit applied to construction in progress | $ 250,000 |
Note 1 - Overview
Note 1 - Overview | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
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, all adjustments and information (consisting only of normal recurring accruals) considered necessary for a fair presentation of the accompanying unaudited consolidated financial statements 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 2015 Annual Report on Form 10-K. The results of operations for the periods reflected herein are not necessarily indicative of the results to be expected for the full year. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2016, the Company has an accumulated deficit of approximately $11.4 million, and the Company has cumulatively had negative cash flows from operations since inception. Further, the Company is not considering any new large utility-scale solar projects at this time. Its ability to continue as a going concern is dependent upon the ability of the Company to collect its amounts receivable and dispose of its remaining development assets under development in order to meet its obligations, pay its liabilities arising from normal business operations when they come due, and potentially develop and execute upon a new business strategy. 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. The Powerhouse One subsidiary was sold in August 2015. As of the date of this report, the Company does not have any expectation of replacing the revenue generated by its Powerhouse One subsidiary with any other solar project. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)". ASU 2016-02 requires all leases in excess of 12 months to be reported on the balance sheet as a liability based on the net present value of the expected lease payments, and a right-to-use asset for the term of the lease. On the statement of operations, capital leases will continue to be treated as financing transactions, meaning interest and amortization will be included as rent expense. Because interest is calculated on a declining balance over time, the cost of capital leases will look more expensive at the beginning of a lease. Leases that qualify as operating leases will be reported as rent expense. The standard is effective for annual periods beginning after December 15, 2018. We are evaluating the impact of this standard on our consolidated financial position, results of operations and cash flows. In March 2016, the FASB issued ASU No. 2016-09 Compensation - Stock Compensation (Topic 718) Improvement to Employee Share-Based Payment Accounting 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 (through the date of sale, July 1, 2015). All 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 did have a derivative instrument treated as a liability whose value was 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 debenture with Alpha Capital Anstalt ("Alpha") (See NOTE 6 "Convertible Debenture (Alpha)"). In connection with the loan, the Company granted Alpha complex warrants with certain "down round" protection. As such, they were 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 all impacted the value of these warrants. The Company re-valued these warrants at the end of each reporting period and any changes are reflected as gains or losses in current period results. (See NOTE 10 - DERIVATIVE LIABILITY ON WARRANTS). In August 2015, all principal and interest pursuant to the convertible debenture was paid in full thus eliminating the terms giving rise to a potential down round price adjustment of the warrants. As such, a final re-valuation as of the repayment date was recorded and the warrants are now considered equity instruments. 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. 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. Other Receivable Other receivable reflects the remaining amount due from the August 2015 assignment of Principal Sunrise IV. Payable by the assignee at the project's commercial operation date ("COD"), the project is expected to reach COD in June 2016. No allowance has been recorded against the receivable. Construction in Progress The Company records as construction in progress those items of a capital and expense nature necessary to develop, construct, and place into service a solar project. Such costs consists primarily of the cost of the project company's acquisition rights, equipment costs, interconnection costs, and the costs of independent engineers, valuation firms, and rent, property taxes, financing costs, and insurance during the construction period. 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. 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. 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 $.01 par value common stock ("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 under 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 Loss per Share Basic net income or loss per share is computed by dividing the net income or loss 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 derivative securities by including other potential issuances of Common Stock including shares to be issued upon exercise of options and warrants and upon conversion of convertible debt. Potentially dilutive shares are not included in the event of a loss as the effect of doing so would be anti-dilutive. As of March 31, 2016, options to purchase 794,816 shares, and warrants to purchase 550,434 shares of our Common Stock have been excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive. As of March 31, 2015, options to purchase 765,590 shares and warrants to purchase 276,513 shares of our Common Stock, and 467,500 shares issuable upon the conversion of convertible notes payable have been excluded from the calculation of diluted loss per share as their effect would have been anti-dilutive. |
Note 3 - Liabilities Arising fr
Note 3 - Liabilities Arising from Reverse Merger | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
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, "Pegasus") 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 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. The cancellation of 50,000 of the shares was effected in December 2015, and the remaining 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. who, prior to the exchange of shares, had agreed in the Exchange Agreement to "satisfy and assume liability for the payment of any additional liabilities not identified" in the agreement. In April 2015, the Company filed a lawsuit against the remaining individual serving as an officer of Kupper Parker Communications, Inc. prior to the exchange of shares seeking an amount of $991,371 plus accruing interest and legal fees. Any recovery from the lawsuit is uncertain at this time, and such recovery would in no way diminish our potential obligation to third parties. |
Note 4 - Compensation Payable
Note 4 - Compensation Payable | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
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 - Disposal of Assets
Note 5 - Disposal of Assets | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Impairments or Disposal of Long-Lived Assets [Text Block] | NOTE 5 - DISPOSAL OF ASSETS Disposition of Principal Sunrise V (aka IS 42) The Company is negotiating to assign its interest in Principal Sunrise V to a buyer contingent upon the assignee's ability to secure the necessary tax equity and debt financing (approximately $108 million combined) to build and operate the project. Tax equity is defined as temporary equity invested whose primary source of return is monetizing the tax attributes of the underlying investment ("tax equity"). The parties have selected a date of June 30, 2016, to secure the financing and close the transaction, and such date may be extended by the parties. If completed, under the assignment agreement the Company would be repaid its cumulative investment through the closing date ($5.1 million at March 31, 2016) and a separate development fee up to $4.0 million. As a part of the assignment, the Company guaranteed the assignee a 10% after-tax rate of return, with any deficit being deducted from the development fee to be received by the Company. Due to its variable nature, the ultimate development fee received by the Company is expected to range between $0 and $4 million to be paid incrementally between closing and COD as the costs to construct the project become more certain. As a part of the transaction, the assignee has agreed to fund a portion of the development costs between signing and closing through a loan to the Company of up to $333 thousand, and the project seller has agreed to be paid their balance due at closing, both lessening the monthly cash burden to the Company. There can be no assurance the assignment of Principal Sunrise V will be closed or closed upon the terms described above, and failure to close or to close timely would result in a loss of the Company's investment to date. |
Note 6 - Notes Payable
Note 6 - Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
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 ("Bridge Bank") to acquire the membership interest (and the underlying solar arrays) of co-sellers, Vis Solis, Inc., a Tennessee limited liability company, and AstroSol, Inc., a Tennessee corporation. The note bore a fixed interest rate of 7.5% annually. In August 2015, as a part of the disposal of Powerhouse One, all principal and interest pursuant to the Acquisition Note Payable was paid in full. In conjunction with the acquisition note payable, warrants to purchase 37,763 shares of Common Stock were issued to Bridge Bank with an exercise price of $4.00 and a contractual life of 10 years. The value of the warrants issued in connection with this debt, as determined using the Black-Scholes model, was $81,449 and was recorded as a discount to the debt. Amortization expense was $0 and $5,091 for the three months in 2015 and 2014, respectively. The Bridge Bank warrants have cashless exercise rights, redemption rights providing the Company the right to redeem the warrants for $604,200, anti-dilution rights associated with subsequent offerings of equity securities, a term expiring on the first to occur of (i) the 10 year anniversary of the grant, (ii) the closing of the Company’s initial public offering, or (iii) the liquidation of the Company (each a “Termination Event”). In each case, unless exercised earlier, the warrants are automatically exercised on a cashless basis upon a Termination Event. The Company also provided the holder registration rights in connection with the grant of the warrants. Convertible Debenture (Alpha) On March 2, 2015, the Company entered into a convertible debenture with Alpha to borrow $1,250,000. In August 2015, all principal and interest pursuant to the convertible debenture was paid in full. Amortization of the discount and interest expense recognized during the three months in 2015 totaled $209,722. Notes Payable, Related Parties In June 2014, the Company issued convertible notes of $250,000 each to two of its Board members, Messrs. Heller and Marmol, to fund deposits on potential future acquisitions. In August 2015, all principal and interest pursuant to the convertible notes were paid in full. In December 2014, Michael Gorton, the Company's Chief Executive Officer, loaned to the Company pursuant to a convertible note $130,000. In August 2015, all principal and interest pursuant to the convertible note was paid in full. In March 2016, a trust maintained by a contractor to the Company made a short-term unsecured loan to the Company in the amount of $300,000 under a short-term promissory note. The note bore a flat fee of $45,000 that was recorded as interest expense, and matures on June 24, 2016. Amounts outstanding beyond the maturity date bear interest at a rate of 12% per annum. Proceeds from the loan were used primarily for development costs of Principal Sunrise V. Interest expense for the notes payable, related parties, recognized during the three months in 2016 and 2015 totaled $45,000 and $18,641, respectively. Convertible Note Payable , Non-Related Party In January 2015, the Company issued a convertible note to an unrelated party in the amount of $50,000. In August 2015, all principal and interest pursuant to the convertible note was paid in full. Interest expense for the notes payable, non-related party, recognized during the three months in 2015 totaled $1,266. Arowana Notes Additional Projects On August 20, 2015, the Company issued a promissory note and security agreement to Arowana International Limited ("Arowana") in the original principal amount of $1,600,000. The note matures on December 31, 2016, and bears simple interest at the rate of 6% per annum (the "Arowana Note"). The note is convertible, at the option of the holder, into membership interests in our Principal Sunrise V project based upon a valuation not yet determinable. The Company used the proceeds from the Arowana Note to make investments in two additional projects totaling 68MW AC ("Additional Projects"). The first of the two projects, 34.2MW AC in North Carolina, should begin construction in the second quarter of 2016 and is expected to be completed in the fourth quarter of 2016. The second of the two projects, 33.8 MW AC also in North Carolina, is approximately 6 weeks behind the first. The Additional Projects serve as collateral for the Company’s obligations under the Arowana Note, which is otherwise unsecured and non-recourse to the Company. Arowana continues to fund the development costs of the Additional Projects and, at March 31, 2016, the cumulative investment in the Additional Projects totaled $7.8 million, and the balance of the Arowana Note was $7.9 million, including interest. There can be no assurance Arowana will continue funding the two projects and failing to do so could, depending upon the finality, timing, and proceeds from the assignment of Principal Sunrise V, could cause the related power purchase agreements to be in default, resulting in a loss of all amounts invested to date. Principal Sunrise V Effective November 25, 2015, the Company issued a promissory note to Arowana in the principal amount of $269,688. The note matures on December 31, 2016, and bears simple interest at the rate of 12% per annum (the "Second Arowana Note"). The Company used the proceeds from the Second Arowana Note to make an interconnection payment for Principal Sunrise V, and the note is secured by proceeds from the expected disposition of the project. |
Note 7 - Commissions Payable
Note 7 - Commissions Payable | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Commission Payable [Text Block] | NOTE 7 - COMMISSIONS PAYABLE Carlyle Capital Markets, Inc. In December 2013, the Company engaged Carlyle Capital Markets, Inc. and its affiliate, Friedman, Luzzatto & Co. (together "CCMI"), to assist it in identifying sources of and securing financing for its solar projects to be built. CCMI is a firm of three professionals having its sole office in Dallas, Texas and, though having a similar name, is not affiliated with the well-known and respected firm, The Carlyle Group, headquartered in Washington, D.C. In more than 20 months, CCMI was unable to arrange financing of any type or amount and was unable to even generate enough interest to produce a financing proposal from a prospective investor or lender. With CCMI failing its promise, the Company raised money on its own to maintain operations and further its solar development efforts. Despite CCMI's failure to secure even a single financing proposal (let alone a proposal acceptable to the Company), and despite CCMI having no involvement in non-project related financing efforts undertaken by the Company, CCMI claimed an entitlement to extensive fees. Initially set for arbitration in February 2016, the parties mediated the matter instead in November 2015 and settled with the Company paying CCMI $1.7 million in connection with the August 2015 assignment of Principal Sunrise IV. Funds to pay the settlement came from the $2.5 million escrow deposit established concurrent with the assignment of the project. Additionally, the Company agreed to pay CCMI 10% of any proceeds from financing or disposition of Principal Sunrise V (aka IS 42), should such event take place on or before July 30, 2016. The Company had accrued a Commission payable of $600 thousand at December 31, 2015, based upon its expected proceeds from the disposition of Principal Sunrise V, and funds to pay this later amount are expected to come from the financing or disposition of Principal Sunrise V. Vis Solis, Inc. In November 2014, the Company entered into a services agreement (the “Services Agreement”) with Vis Solis, Inc. ("VIS"), the minority interest holder of our former Powerhouse One subsidiary, wherein VIS would refer to the Company "economically viable solar generation projects" for acquisition; identify and source engineering procurement and construction firms; identify and source operations and maintenance contractors; among other things necessary to build, own, and operate solar projects. In exchange for its services, VIS would be compensated from the construction and permanent financing arranged by the Company based upon the installed kilowatts of each project the Company accepted, took under contract, and put into commercial operation. Any compensation owing to VIS from the Company under the Services Agreement would be due either at the project’s "Financial Close" or its COD. In August 2015, the Company assigned its contractual rights to develop, finance, and put into commercial operation its project Principal Sunrise IV to Carolina Energy Partners II, LLC (“CEP”) as the Company had been unable to arrange either construction or permanent financing for this project. In January 2016, the Company and VIS mediated the matter and reached a settlement wherein the Company will pay VIS $900 thousand to settle all matters between the parties and terminate the original agreement. As a part of its gain on sale and assignment of assets, the Company had accrued a commission payable of $900 thousand at December 31, 2015, and funds to pay such amount are expected to come from the earlier of COD of Principal Sunrise IV (upon which the Company expects to receive $1.6 million) or the disposition of Principal Sunrise V, if any. |
Note 8 - Mediation Settlement
Note 8 - Mediation Settlement | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Mediation Settlement [Text Block] | NOTE 8 - MEDIATION SETTLEMENT TCH Principal Solar, LP In March 2015, TCH Principal Solar, LP ("TCH") made two equity investments in our Common Stock (March 5th and 25th) of $500 thousand each. In September 2015, it notified the Company it had realized the Company had completed an issuance of debt securities to Alpha, including warrants, immediately before its first equity investment in March and that TCH wanted an "equal deal" despite the disparity of security instruments and other terms. The Company responded to the notice with a list of questions and such questions went unanswered by TCH. In January 2016, TCH demanded mediation to resolve the matter and the mediation occurred on March 3, 2016. The parties have agreed the Company would pay TCH an amount of $300 thousand and 10% of the proceeds from the disposition of Principal Sunrise V, if and when such occurs, with the total payment not to exceed $800 thousand. The Company had accrued an $800 thousand Mediation settlement at December 31, 2015, and funds to pay such amount are expected to come from proceeds from the disposition of Principal Sunrise V. |
Note 9 - Leases
Note 9 - Leases | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Leases of Lessee Disclosure [Text Block] | NOTE 9 - LEASES The Company's solar array sits on a rooftop subject to a service agreement with initial terms equal to the energy sales agreement and having one or more renewal options. There are no separate rental payments in the case of rooftop installations. The Company's current solar array installations is as follows: Installation Location kW Date Term Rent SunGen StepGuys Alfred, ME 110 Sep 2009 25 yr. + None 2 - 25-yr renewals Rent expense for Powerhouse One was $6,645 during the three months in 2015. 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. |
Note 10 - Derivative Liability
Note 10 - Derivative Liability on Warrants | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Derivatives and Fair Value [Text Block] | NOTE 10 - 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 in connection with the issuance of convertible debentures (See NOTE 6 "Convertible Debenture (Alpha)"). The warrants were immediately exercisable into the Company’s Common Stock with an exercise price of $6.00 per share. However, as the warrants had “down round” protection, they were treated as a derivative liability and were valued each period 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 % In this issuance of convertible debentures and warrants, completed as a result of arm's length negotiations 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 of the transaction. The application |
Note 11 - Capital Stock
Note 11 - Capital Stock | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 11 – CAPITAL STOCK Preferred Stock At December 31, 2015, the Company had authorized 2,000,000 shares of $.01 par value Class A preferred stock. Common Stock At December 31, 2015, the Company had authorized 15,000,000 shares of $.01 par value Common Stock, and it trades on the OTC Pink ® 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 20 16 Issuances There have been no issuances in 2016. 20 15 Issuances In February 2015, the Company granted options to purchase 6,250 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 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. 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. In each case above, the options were valued using the Black-Scholes model, and the resulting equity-based compensation expense included in general and administrative expense was $0 and $37,500 for the periods ended March 31, 2016 and March 31, 2015, 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 in 2015 were based upon the following parameters: Estimated fair value $6.00 Expected life (years) 2.5 to 5.0 Risk free interest rate .052% to 1.58% Volatility 146% to 207% 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. Warrants The Company had 550,434 warrants outstanding at March 31, 2016, with a weighted average term of 4.3 years and a weighted average exercise price of $5.86 per share. |
Note 12 - Noncontrolling Intere
Note 12 - Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | NOTE 12 - NONCONTROLLING INTEREST Prior to its sale effective July 1, 2015, the original owners of Powerhouse One continued to own approximately 11% of the membership interest of the limited liability company. The noncontrolling interests of equity investors in Powerhouse One was reported on the consolidated balance sheet and statement of operations as "Noncontrolling interest in subsidiary" ("noncontrolling interest") and reflected their respective interests in the equity and the income or loss of the limited liability company. |
Note 13 - Related Party Transac
Note 13 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 13 – RELATED PARTY TRANSACTIONS Other than the Board member options described herein in a NOTE 11 "Stock Options”, and the issuance of convertible notes described herein in the NOTE 6 "Notes Payable, Related Parties", no other related party transactions occurred during 2016 and 2015. |
Note 14 - Taxes
Note 14 - Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 14 - TAXES Our estimated $13.3 million federal income tax net operating loss carryover expires over the period from 2030 through 2035. Our federal and state income tax returns are not under examination by any taxing authorities and no statute extensions have been granted; therefore, only our December 31, 2012 to 2015 tax returns are subject to examination. Management has evaluated all tax positions and determined that no uncertain tax positions exist at this time. As a result, no amounts have been recorded related to a tax position more likely than not to be sustained. The Company classifies interest and penalties related to income taxes, if any, as interest expense and general and administrative costs, respectively, in our consolidated financial statements. The Company has established a valuation allowance to fully reserve the net deferred tax assets for all periods due to the uncertainty of the timing and amounts of future taxable income. |
Note 15 - Commitments and Conti
Note 15 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 15 - COMMITMENTS AND CONTINGENCIES Contingent Obligation In connection with the assignment of Principal Sunrise IV (see NOTE 5 "DISPOSAL OF ASSETS"), the Company became contingently liable to the solar project's original developer in the amount of $600,000, if and only if the assignee of the Company's rights to that project fails to pay the original developer a like amount at the commercial operation date. No liability has been recorded in the financial statements as the failure of the assignee to pay the amount when due is not probable. 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. |
Note 16 - Subsequent Events
Note 16 - Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 16 - SUBSEQUENT EVENTS Note Payable, Related Party In April 2016, a trust maintained by the Company's Director, Guillermo Marmol, made a short-term unsecured loan to the Company in the amount of $200,000. The promissory note bore a fee of 15% of the face amount, matures at the earlier of i) the financial closing of the disposition of Principal Sunrise V, ii) the receipt of remaining amounts due from the August 2015 assignment of Principal Sunrise IV, or iii) July 29, 2016. Amounts outstanding beyond the maturity date bear interest at a rate of 10% compounded daily. Proceeds were used primarily to pay development costs of the Principal Sunrise V project. The note is i) subordinated to payment of amounts due under that certain settlement reached with Vis Solis (See NOTE 7 Commissions Payable - Vis Solis); ii) pari pasu to repayment of amounts outstanding under that certain promissory note with a trust maintained by a contractor to the Company; and iii) senior to all other unsecured debts of the Company. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)". ASU 2016-02 requires all leases in excess of 12 months to be reported on the balance sheet as a liability based on the net present value of the expected lease payments, and a right-to-use asset for the term of the lease. On the statement of operations, capital leases will continue to be treated as financing transactions, meaning interest and amortization will be included as rent expense. Because interest is calculated on a declining balance over time, the cost of capital leases will look more expensive at the beginning of a lease. Leases that qualify as operating leases will be reported as rent expense. The standard is effective for annual periods beginning after December 15, 2018. We are evaluating the impact of this standard on our consolidated financial position, results of operations and cash flows. In March 2016, the FASB issued ASU No. 2016-09 Compensation - Stock Compensation (Topic 718) Improvement to Employee Share-Based Payment Accounting |
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 (through the date of sale, July 1, 2015). All 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 did have a derivative instrument treated as a liability whose value was 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 debenture with Alpha Capital Anstalt ("Alpha") (See NOTE 6 "Convertible Debenture (Alpha)"). In connection with the loan, the Company granted Alpha complex warrants with certain "down round" protection. As such, they were 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 all impacted the value of these warrants. The Company re-valued these warrants at the end of each reporting period and any changes are reflected as gains or losses in current period results. (See NOTE 10 - DERIVATIVE LIABILITY ON WARRANTS). In August 2015, all principal and interest pursuant to the convertible debenture was paid in full thus eliminating the terms giving rise to a potential down round price adjustment of the warrants. As such, a final re-valuation as of the repayment date was recorded and the warrants are now considered equity instruments. |
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. |
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. Other Receivable Other receivable reflects the remaining amount due from the August 2015 assignment of Principal Sunrise IV. Payable by the assignee at the project's commercial operation date ("COD"), the project is expected to reach COD in June 2016. No allowance has been recorded against the receivable. |
Property, Plant and Equipment, Policy [Policy Text Block] | Construction in Progress The Company records as construction in progress those items of a capital and expense nature necessary to develop, construct, and place into service a solar project. Such costs consists primarily of the cost of the project company's acquisition rights, equipment costs, interconnection costs, and the costs of independent engineers, valuation firms, and rent, property taxes, financing costs, and insurance during the construction period. |
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. |
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. 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 $.01 par value common stock ("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 under 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 Loss per Share Basic net income or loss per share is computed by dividing the net income or loss 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 derivative securities by including other potential issuances of Common Stock including shares to be issued upon exercise of options and warrants and upon conversion of convertible debt. Potentially dilutive shares are not included in the event of a loss as the effect of doing so would be anti-dilutive. As of March 31, 2016, options to purchase 794,816 shares, and warrants to purchase 550,434 shares of our Common Stock have been excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive. As of March 31, 2015, options to purchase 765,590 shares and warrants to purchase 276,513 shares of our Common Stock, and 467,500 shares issuable upon the conversion of convertible notes payable have been excluded from the calculation of diluted loss per share as their effect would have been anti-dilutive. |
Note 9 - Leases (Tables)
Note 9 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Operating Leases of Lessee Disclosure [Table Text Block] | Installation Location kW Date Term Rent SunGen StepGuys Alfred, ME 110 Sep 2009 25 yr. + None 2 - 25-yr renewals |
Note 10 - Derivative Liabilit25
Note 10 - Derivative Liability on Warrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
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 % |
Note 11 - Capital Stock (Tables
Note 11 - Capital Stock (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Warrant [Member] | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Estimated fair value $6.00 Expected life (years) 2.5 to 5.0 Risk free interest rate .052% to 1.58% Volatility 146% to 207% |
Note 1 - Overview (Details Text
Note 1 - Overview (Details Textual) - USD ($) | 1 Months Ended | ||
Aug. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | |
Power Generation Revenue [Member] | Power Purchase Agreements [Member] | Product Concentration Risk [Member] | |||
Concentration Risk, Percentage | 96.00% | ||
Retained Earnings (Accumulated Deficit) | $ (11,396,751) | $ (10,988,003) |
Note 2 - Summary of Significa28
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Employee Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 794,816 | 765,590 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 550,434 | 276,513 | |
Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 467,500 | ||
Allowance for Doubtful Accounts Receivable | $ 0 | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Note 3 - Liabilities Arising 29
Note 3 - Liabilities Arising from Reverse Merger (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Apr. 30, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | |
Minimum [Member] | |||
Interest Rate Accrual Commercial and Tax Liens Percent | 8.00% | ||
Maximum [Member] | |||
Interest Rate Accrual Commercial and Tax Liens Percent | 12.00% | ||
Pegasus Funds LLC [Member] | |||
Stock Issued During Period Shares Reverse Merger | 534,654 | ||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 215,154 | ||
Stock Returned and Retired During Period, Shares | 50,000 | ||
Officers of Kupper Parker Communications [Member] | |||
Loss Contingency, Damages Sought, Value | $ 991,371 |
Note 4 - Compensation Payable (
Note 4 - Compensation Payable (Details Textual) | Mar. 31, 2016USD ($) |
Management [Member] | |
Interest Payable | $ 0 |
Note 5 - Disposal of Assets (De
Note 5 - Disposal of Assets (Details Textual) - PS V [Member] | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Minimum [Member] | |
Development Fee | $ 0 |
Maximum [Member] | |
Development Fee | 4,000,000 |
Disposal Group, Required Secured Tax Equity and Debt Amount | 108,000,000 |
Equity Method Investment, Realized Gain (Loss) on Disposal | 5,100,000 |
Development Fee | $ 4,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Loan to Fund Development Costs, Maximum | $ 333,000 |
Note 6 - Notes Payable (Details
Note 6 - Notes Payable (Details Textual) - USD ($) | Dec. 01, 2014 | Jun. 30, 2014 | Jun. 17, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2015 | Nov. 25, 2015 | Aug. 20, 2015 | Mar. 02, 2015 | Jan. 31, 2015 |
Bridge Bank National Association [Member] | Powerhouse One LLC [Member] | |||||||||||
Debt Instrument, Face Amount | $ 5,050,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | ||||||||||
Bridge Bank National Association [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 37,763 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | ||||||||||
Class of Warrant or Right Outstanding Contractual Life | 10 years | ||||||||||
Debt Instrument, Unamortized Discount | $ 81,449 | ||||||||||
Depreciation, Depletion and Amortization | $ 0 | $ 5,091 | |||||||||
Class of Warrants or Right Outstanding Redemption Value | $ 604,200 | ||||||||||
Alpha Capital Anstalt [Member] | Convertible Notes Payable [Member] | |||||||||||
Debt Instrument, Face Amount | $ 1,250,000 | ||||||||||
Depreciation, Depletion and Amortization | 209,722 | ||||||||||
Convertible Notes Payable [Member] | Board Member, Marmol [Member] | |||||||||||
Proceeds from Convertible Debt | $ 250,000 | ||||||||||
Convertible Notes Payable [Member] | Chief Executive Officer [Member] | |||||||||||
Proceeds from Convertible Debt | $ 130,000 | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||
Interest Expense, Related Party | $ 45,000 | 18,641 | |||||||||
Interest Expense, Debt | $ 1,266 | ||||||||||
Contractor [Member] | |||||||||||
Notes Payable, Related Parties, Current | 300,000 | ||||||||||
Interest Payable, Current | 45,000 | ||||||||||
Arowana Note [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||
Proceeds from Convertible Debt | 2,278,072 | ||||||||||
Convertible Debt | 7,900,000 | $ 1,600,000 | |||||||||
Debt Instrument, Increase (Decrease), Net | $ 7,800,000 | ||||||||||
Arowana Convertible Note [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||
Convertible Debt | $ 269,688 | ||||||||||
Depreciation, Depletion and Amortization | $ 75,494 | ||||||||||
Proceeds from Convertible Debt | $ 50,000 | ||||||||||
Notes Payable, Related Parties, Current | $ 300,000 | ||||||||||
Interest Payable, Current | $ 191,604 | $ 60,892 |
Note 7 - Commissions Payable (D
Note 7 - Commissions Payable (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2016 | Nov. 30, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | |
Carlyle Capital Markets, Inc. [Member] | CCMI [Member] | PS IV [Member] | ||||
Payments for Legal Settlements | $ 1,700,000 | |||
Escrow Deposit | $ 2,500,000 | |||
Carlyle Capital Markets, Inc. [Member] | CCMI [Member] | PS V [Member] | ||||
Percentage From Proceeds From Financing Or Disposition Of Project | 10.00% | |||
Commissions Payable | $ 600,000 | |||
Vis Solis, Inc. [Member] | ||||
Commissions Payable | 900,000 | |||
Proceeds from Project | $ 1,600,000 | |||
Vis Solis, Inc. [Member] | ||||
Payments for Legal Settlements | $ 900,000 | |||
Commissions Payable | $ 1,540,000 | $ 1,540,000 |
Note 8 - Mediation Settlement (
Note 8 - Mediation Settlement (Details Textual) - USD ($) | Mar. 03, 2016 | Mar. 25, 2015 | Mar. 05, 2015 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
TCH Principal Solar, LP [Member] | Common Stock [Member] | |||||||
Equity Investment Held By Third Party, Amount | $ 500,000 | $ 500,000 | |||||
Proceeds from Issuance or Sale of Equity | $ 2 | ||||||
TCH Principal Solar, LP [Member] | PS V [Member] | |||||||
Percentage From Proceeds From Financing Or Disposition Of Project | 10.00% | ||||||
Estimated Litigation Liability, Current | $ 800,000 | ||||||
TCH Principal Solar, LP [Member] | |||||||
Payments for Legal Settlements | $ 300,000 | ||||||
Proceeds from Issuance or Sale of Equity | $ 1,679,001 |
Note 9 - Leases (Details Textua
Note 9 - Leases (Details Textual) | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Powerhouse One LLC [Member] | |
Operating Leases, Rent Expense | $ 6,645 |
Note 9 - Current Solar Array In
Note 9 - Current Solar Array Installations (Details) - SunGen Step Guys [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Location | Alfred, ME |
kWh | 110 |
Date | Sep 2,009 |
Term | 25 yr. + 2 - 25-yr renewals |
Rent | 0.00% |
Note 10 - Derivative Liabilit37
Note 10 - Derivative Liability on Warrants (Details Textual) - USD ($) | Mar. 02, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | May. 06, 2015 |
Convertible Debt [Member] | Alpha Capital Anstalt [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 234,375 | |||
Class of Warrant or Right Outstanding Contractual Life | 5 years 180 days | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | $ 4 | ||
Warrant [Member] | ||||
Class of Warrant or Right Outstanding Contractual Life | 4 years 109 days | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.86 | |||
Derivative, Loss on Derivative | $ 336,884 | |||
Derivative, Gain on Derivative | 317,669 | |||
Derivative, Gain (Loss) on Derivative, Net | 19,215 | |||
Derivative, Gain (Loss) on Derivative, Net | $ 19,215 |
Note 10 - Warrant Input Assumpt
Note 10 - Warrant Input Assumptions (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Estimated fair value | $ 6.77 |
Expected life (years) | 5 years 186 days |
Risk free interest rate | 1.65% |
Volatility | 146.11% |
Note 11 - Capital Stock (Detail
Note 11 - Capital Stock (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Feb. 28, 2015 | Jan. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Preferred Class A [Member] | |||||
Preferred Stock, Shares Authorized | 2,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | ||||
Restricted Stock [Member] | The 2014 Equity Incentive Plan [Member] | |||||
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 | $ 37,500 | ||||
The 2014 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 794,816 | ||||
Common Stock Capital Shares Issued and Reserved for Future Issuance | 966,090 | ||||
Director [Member] | |||||
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 | $ 6 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||
Advisor [Member] | |||||
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 | $ 6 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Expected, Continued Service Period | 2 years | ||||
Consultant [Member] | |||||
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 | $ 6 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Expected, Continued Service Period | 3 years | ||||
General and Administrative Expense [Member] | |||||
Allocated Share-based Compensation Expense | $ 0 | $ 37,500 | |||
Class of Warrant or Right, Outstanding | 550,434 | ||||
Warrant [Member] | |||||
Class of Warrant or Right Outstanding Contractual Life | 4 years 109 days | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.86 | ||||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||
Common Stock, Shares Authorized | 15,000,000 | 15,000,000 | |||
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 | 794,816 |
Note 11 - Fair Value Assumption
Note 11 - Fair Value Assumptions (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Minimum [Member] | |
Expected life (years) | 2 years 182 days |
Risk free interest rate | 0.052% |
Volatility | 146.00% |
Maximum [Member] | |
Expected life (years) | 5 years |
Risk free interest rate | 1.58% |
Volatility | 207.00% |
Estimated fair value (in dollars per share) | $ 6 |
Note 12 - Noncontrolling Inte41
Note 12 - Noncontrolling Interest (Details Textual) | Aug. 31, 2015 |
The Original Owners of Powerhouse One [Member] | |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 11.00% |
Note 14 - Taxes (Details Textua
Note 14 - Taxes (Details Textual) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Earliest Tax Year [Member] | |
Open Tax Year | 2,012 |
Latest Tax Year [Member] | |
Open Tax Year | 2,015 |
Operating Loss Carryforwards | $ 13.3 |
Note 15 - Commitments and Con43
Note 15 - Commitments and Contingencies (Details Textual) - USD ($) | Jun. 14, 2013 | Mar. 31, 2016 |
Guarantee Obligations [Member] | ||
Contingent Liabilities | $ 600,000 | |
Steuben Investment Company II, L.P. [Member] | ||
Stock Issued During Period, Shares, New Issues | 727,273 | |
Stock Issued During Period, Value, New Issues | $ 1,600,000 | |
Sale of Stock, Price Per Share | $ 2.20 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 545,455 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | |
Class of Warrant or Right Outstanding Contractual Life | 10 years | |
Expected Penality to Be Paid | $ 216,000 |
Note 16 - Subsequent Events (De
Note 16 - Subsequent Events (Details Textual) - USD ($) | Apr. 14, 2016 | Mar. 31, 2016 |
Subsequent Event [Member] | Director [Member] | ||
Proceeds from Unsecured Notes Payable | $ 200,000 | |
Origination Fee, Percentage | 15.00% | |
Guaranteed Return Rate, After-Tax | 10.00% |