Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Document and Entity Information | ' |
Entity Registrant Name | 'Blue Earth, Inc. |
Document Type | '10-K |
Document Period End Date | 31-Dec-13 |
Amendment Flag | 'false |
Entity Central Index Key | '0001422109 |
Current Fiscal Year End Date | '--12-31 |
Entity Common Stock, Shares Outstanding | 60,205,843 |
Entity Filer Category | 'Accelerated Filer |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'FY |
Entity Public Float | $60,194,697 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | $8,403,731 | $485,366 |
Accounts receivable, net | 5,844,119 | 1,648,447 |
Costs and revenues in excess of billings | 395,442 | 1,724,543 |
Inventory, net | 383,799 | 221,548 |
Construction in progress | 2,254,902 | 706,043 |
Other receivables | 2,195,554 | ' |
Prepaid expenses and deposits | 1,936,743 | 921,917 |
Total Current Assets | 21,414,290 | 5,707,864 |
PROPERTY AND EQUIPMENT, net | 858,212 | 655,666 |
OTHER ASSETS | ' | ' |
Deposits | 50,692 | 52,408 |
Construction in progress (noncurrent) | 44,035,500 | ' |
Contracts and franchise, net | 19,820,580 | 8,250,495 |
Assets of discontinued operations | 251,492 | 280,513 |
Total Other Assets | 64,158,264 | 8,583,416 |
TOTAL ASSETS | 86,430,766 | 14,946,946 |
CURRENT LIABILITIES | ' | ' |
Accounts payable | 2,658,368 | 1,990,323 |
Current portion of notes payable | 1,504,476 | 458,831 |
Related party payables | 1,337,151 | 1,976,995 |
Billings in excess of revenues | 438,952 | 674,971 |
Deferred revenues | 11,993 | 17,004 |
Accrued expenses | 422,456 | 513,414 |
Payroll expenses payable | 125,052 | 438,831 |
Preferred dividends payable | 403,690 | 440,287 |
Liabilities of discontinued operations | 190,609 | 148,548 |
Total Current Liabilities | 7,092,747 | 6,659,204 |
Total Liabilities | 7,092,747 | 6,659,204 |
Commitments and contingencies | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock value | 570 | 510 |
Common stock value | 60,206 | 20,883 |
Additional paid-in capital | 143,605,036 | 42,332,298 |
Stock subscription receivable | 1,600,000 | ' |
Accumulated deficit | -62,727,793 | -34,065,949 |
Total Stockholders' Equity | 79,338,019 | 8,287,742 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $86,430,766 | $14,946,946 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Balance Sheet | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 570,000 | 510,152 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 60,205,843 | 20,882,549 |
Common stock, shares outstanding | 60,205,843 | 20,882,549 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Statement | ' | ' | ' |
REVENUES | $10,305,736 | $8,466,965 | $4,914,118 |
COST OF SALES | 7,166,464 | 5,609,836 | 2,559,545 |
GROSS PROFIT | 3,139,272 | 2,857,129 | 2,354,573 |
OPERATING EXPENSES | ' | ' | ' |
Depreciation and amortization | 2,745,126 | 2,532,673 | 1,209,769 |
General and administrative | 25,752,836 | 11,635,216 | 14,294,835 |
Total Operating Expenses | 28,497,962 | 14,167,889 | 15,504,604 |
LOSS FROM OPERATIONS | -25,358,690 | -11,310,760 | -13,150,031 |
OTHER INCOME (EXPENSE) | ' | ' | ' |
Gain (loss) on derivative valuation | ' | 2,037,325 | -749,166 |
Other income | 612 | 1 | 957 |
Interest expense | -556,171 | -179,344 | -47,108 |
Loss on settlement of license | ' | -164,667 | ' |
Gain (loss) on settlement of debt | 637,096 | -23,133 | ' |
Liquidated damages expense | ' | ' | -55,000 |
Total Other Income (Expense) | 81,537 | 1,670,182 | -850,317 |
LOSS BEFORE INCOME TAXES | -25,277,153 | -9,640,578 | -14,000,348 |
INCOME TAX EXPENSE | ' | ' | ' |
LOSS FROM CONTINUING OPERATIONS | -25,277,153 | -9,640,578 | -14,000,348 |
GAIN (LOSS) FROM DISCONTINUED OPERATIONS | -196,241 | 33,444 | -18,638 |
NET LOSS | -25,473,394 | -9,607,134 | -14,018,986 |
PREFERRED DIVIDENDS | -3,188,450 | -545,020 | -89,357 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | ($28,661,844) | ($10,152,154) | ($14,108,343) |
BASIC AND DILUTED LOSS PER SHARE, Continuing Operations | ($0.69) | ($0.51) | ($0.93) |
BASIC AND DILUTED LOSS PER SHARE, Discontinued Operations | ($0.01) | $0 | $0 |
NET LOSS PER SHARE | ($0.70) | ($0.15) | ($0.93) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED | 36,463,197 | 18,961,099 | 15,109,401 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Preferred Stock | Common Stock | Additional Paid-in Capital | Stock Subscription Receivable | Accumulated Deficit | Total Stockholders' Equity |
Beginning Balance, amount at Dec. 31, 2010 | ' | $11,855 | $12,240,166 | ' | ($9,805,452) | $2,626,569 |
Beginning Balance, shares at Dec. 31, 2010 | ' | 11,855,232 | ' | ' | ' | ' |
Common stock issued for options cancellation, shares | ' | 72,813 | ' | ' | ' | ' |
Common stock issued for options cancellation, value | ' | 73 | 95,712 | ' | ' | 95,785 |
Common stock issued for license, shares | ' | 150,000 | ' | ' | ' | ' |
Common stock issued for license, value | ' | 150 | 176,850 | ' | ' | 177,000 |
Common stock issued for acquisition of subsidiaries, shares | ' | 5,779,762 | ' | ' | ' | ' |
Common stock issued for acquisition of subsidiaries, value | ' | 5,780 | 10,164,229 | -2,632,192 | ' | 7,537,817 |
Common shares issued for consulting services, shares | ' | 743,903 | ' | ' | ' | ' |
Common shares issued for consulting services, value | ' | 744 | 972,406 | ' | ' | 973,150 |
Common stock issued for employee incentives, shares | ' | 66,667 | ' | ' | ' | ' |
Common stock issued for employee incentives, value | ' | 66 | 114,601 | ' | ' | 114,667 |
Common stock issued for exercise of options, shares | ' | 34,805 | ' | ' | ' | ' |
Common stock issued for exercise of options, value | ' | 35 | 17,965 | ' | ' | 18,000 |
Stock option and warrant expense | ' | ' | 7,809,893 | ' | ' | 7,809,893 |
Preferred shares and warrants issued for cash, shares | 200,000 | ' | ' | ' | ' | ' |
Preferred shares and warrants issued for cash, value | 200 | ' | 1,999,800 | ' | ' | 2,000,000 |
Net loss attributed to common shareholders for the year end | ' | ' | ' | ' | -14,108,343 | -14,108,343 |
Ending Balance, amount at Dec. 31, 2011 | 200 | 18,703 | 33,771,622 | -2,632,192 | -23,913,795 | 7,244,538 |
Ending Balance, shares at Dec. 31, 2011 | 200,000 | 18,703,182 | ' | ' | ' | ' |
Common shares issued for consulting services, shares | ' | 370,741 | ' | ' | ' | ' |
Common shares issued for consulting services, value | ' | 371 | 497,058 | ' | ' | 497,429 |
Stock option and warrant expense | ' | ' | 4,892,060 | ' | ' | 4,892,060 |
Common stock issued upon conversion of debt, shares | ' | 1,220,501 | ' | ' | ' | ' |
Common stock issued upon conversion of debt, value | ' | 1,221 | 1,463,092 | ' | ' | 1,464,313 |
Common stock issued upon conversion of preferred stock and accrued dividends, shares | -70,750 | 790,417 | ' | ' | ' | ' |
Common stock issued upon conversion of preferred stock and accrued dividends, value | -71 | 790 | 105,448 | ' | ' | 106,167 |
Common stock issued for acquisition of project rights, shares | ' | 366,529 | ' | ' | ' | ' |
Common stock issued for acquisition of project rights, value | ' | 366 | 486,284 | ' | ' | 486,650 |
Common stock cancelled for technology, shares | ' | -75,000 | ' | ' | ' | ' |
Common stock cancelled for technology, value | ' | -75 | -89,175 | ' | ' | -89,250 |
Common stock cancelled for exercise of options, shares | ' | -84,180 | ' | ' | ' | ' |
Common stock cancelled for exercise of options, value | ' | -84 | 84 | ' | ' | ' |
Common stock cancelled for stock subscription receivable, shares | ' | -877,364 | ' | ' | ' | ' |
Common stock cancelled for stock subscription receivable, value | ' | -877 | -2,631,315 | 2,632,192 | ' | ' |
Common stock issued for exercise of warrants and options, shares | ' | 467,723 | ' | ' | ' | ' |
Common stock issued for exercise of warrants and options, value | ' | 468 | 128,143 | ' | ' | 128,611 |
Preferred shares and warrants issued for cash and services, shares | 380,902 | ' | ' | ' | ' | ' |
Preferred shares and warrants issued for cash and services, value | 381 | ' | 3,598,007 | ' | ' | 3,598,388 |
Derivative attached to preferred stock | ' | ' | 110,990 | ' | ' | 110,990 |
Net loss attributed to common shareholders for the year end | ' | ' | ' | ' | -10,152,154 | -10,152,154 |
Ending Balance, amount at Dec. 31, 2012 | 510 | 20,883 | 42,332,298 | ' | -34,065,949 | 8,287,742 |
Ending Balance, shares at Dec. 31, 2012 | 510,152 | 20,882,549 | ' | ' | ' | ' |
Stock option and warrant expense | ' | ' | 14,408,656 | ' | ' | 14,408,656 |
Common stock issued upon conversion of debt, shares | ' | 389,358 | ' | ' | ' | ' |
Common stock issued upon conversion of debt, value | ' | 389 | 573,159 | ' | ' | 573,548 |
Common stock issued upon conversion of preferred stock and accrued dividends, shares | -843,652 | 9,631,853 | ' | ' | ' | ' |
Common stock issued upon conversion of preferred stock and accrued dividends, value | -844 | 9,632 | 3,216,259 | ' | ' | 3,225,047 |
Common stock issued for exercise of warrants and options, shares | ' | 8,007,870 | ' | ' | ' | ' |
Common stock issued for exercise of warrants and options, value | ' | 8,008 | 13,988,313 | -1,600,000 | ' | 12,396,321 |
Preferred shares and warrants issued for cash and services, shares | 903,500 | ' | ' | ' | ' | ' |
Preferred shares and warrants issued for cash and services, value | 904 | ' | 8,516,411 | ' | ' | 8,517,315 |
Common stock cancelled for assets, shares | ' | -458,644 | ' | ' | ' | ' |
Common stock cancelled for assets, value | ' | -458 | -1,291,288 | ' | ' | -1,291,746 |
Common stock issued for equipment, shares | ' | 64,263 | ' | ' | ' | ' |
Common stock issued for equipment, value | ' | 64 | 195,295 | ' | ' | 195,359 |
Common stock issued for subsidiaries, shares | ' | 20,578,211 | ' | ' | ' | ' |
Common stock issued for subsidiaries, value | ' | 20,578 | 58,898,806 | ' | ' | 58,919,384 |
Common stock issued for services, shares | ' | 1,110,383 | ' | ' | ' | ' |
Common stock issued for services, value | ' | 1,110 | 2,767,127 | ' | ' | 2,768,237 |
Net loss attributed to common shareholders for the year end | ' | ' | ' | ' | -28,661,844 | -28,661,844 |
Ending Balance, amount at Dec. 31, 2013 | $570 | $60,206 | $143,605,036 | ($1,600,000) | ($62,727,793) | $79,338,019 |
Ending Balance, shares at Dec. 31, 2013 | 570,000 | 60,205,843 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
OPERATING ACTIVITIES | ' | ' | ' |
Net loss | ($25,473,394) | ($9,607,134) | ($14,018,986) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Stock option and warrants issued for services | 14,408,656 | 4,307,594 | 7,809,893 |
(Gain) loss on derivative valuation | ' | -2,037,325 | 749,166 |
Derivative attached to preferred stock | ' | 110,990 | ' |
(Gain) loss on settlement of debt | -637,096 | 23,133 | ' |
Loss on settlement of license | ' | 164,667 | ' |
Stock issued for services | 2,698,187 | 497,429 | 863,052 |
Depreciation and amortization | 2,745,126 | 2,532,673 | 1,209,769 |
Amortization of debt discount | 58,366 | 37,306 | ' |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable and billings in excess | -2,827,827 | -2,615,316 | 126,032 |
Inventory | -53,920 | 251,903 | -347,174 |
Construction in progress | -1,548,859 | -401,886 | ' |
Prepaid expenses and deposits | -1,013,109 | 303,819 | -17,439 |
Accrued dividends payable | ' | -240,921 | -35,202 |
Accounts payable and accrued expenses | -325,872 | 986,768 | -260,627 |
Net Cash Used in Operating Activities | -11,969,742 | -5,686,300 | -3,921,516 |
Net Cash Provided by (Used in) Discontinued Operating Activities | 108,653 | 5,539 | -236,374 |
INVESTING ACTIVITIES | ' | ' | ' |
Purchase of license | ' | ' | 100,000 |
Acquisition of subsidiaries | ' | ' | 1,185,392 |
Other receivables (2) | 2,195,554 | ' | ' |
Purchase of property and equipment | 126,351 | 10,188 | 117,789 |
Net Cash Used in Investing Activities | -2,321,905 | -10,188 | -1,403,181 |
Net Cash Used in Discontinued Investing Activities | -2,924 | ' | -21,738 |
FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from warrants and options exercised | 12,396,321 | 91,950 | ' |
Proceeds from related party loans | 420,000 | 1,605,000 | 16,336 |
Proceeds from preferred stock | 8,517,315 | 3,598,388 | 2,000,000 |
Cash received from subsidiary | 531,460 | ' | 1,711,655 |
Proceeds from notes payable | 3,000,000 | 1,208,008 | ' |
Repayment of notes payable | 2,034,312 | 776,481 | 1,614,442 |
Repayment of related party loans | 691,853 | 6,614 | ' |
Net Cash Provided by Financing Activities | 22,138,931 | 5,720,251 | 2,113,549 |
Net Cash Provided by (Used in) Discontinued Financing Activities | -34,648 | -49,306 | 74,534 |
NET INCREASE (DECREASE) IN CASH | 7,918,365 | -20,004 | -3,394,726 |
CASH AT BEGINNING OF PERIOD | 485,366 | 505,370 | 3,900,096 |
CASH AT END OF PERIOD | 8,403,731 | 485,366 | 505,370 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' | ' |
Cash paid for Interest | 187,999 | 83,625 | 49,324 |
NON CASH FINANCING ACTIVITIES: | ' | ' | ' |
Common stock issued upon conversion of debt | 573,548 | 1,441,180 | ' |
Common stock issued for conversion of preferred stock | 3,225,047 | 708 | ' |
Common stock cancelled for assets | -1,291,746 | -253,917 | ' |
Common stock issued for acquisition of subsidiary | ' | ' | 10,170,009 |
Common stock issued for license | ' | ' | 177,000 |
Common stock issued for equipment | 195,359 | ' | ' |
Common stock cancelled for subscription | ' | -2,632,192 | ' |
Common stock cancelled | ' | -84 | ' |
Cashless exercise of warrants | ' | 147 | ' |
Initial debt discounts on notes payable | ' | 71,172 | ' |
Interest reclassification to notes payable | ' | 7,853 | ' |
Preferred dividends declared | 3,188,450 | 545,020 | 89,357 |
Warrant vesting recognized as a prepaid expense | ' | 513,294 | ' |
Warrants exercised for accrued wages | ' | 36,660 | ' |
Shares issued for construction in progress costs | ' | $486,650 | ' |
Description_of_Business
Description of Business | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Description of Business | ' |
NOTE 1 - DESCRIPTION OF BUSINESS | |
Blue Earth, Inc. and subsidiaries (the “Company”), a Nevada Corporation headquartered in Henderson, Nevada, is a comprehensive provider of energy efficiency and alternative/renewable energy solutions for small and medium sized commercial and industrial facilities. The Company also owns, manages and operates independent power generation systems constructed in conjunction with these services. The Company’s turnkey energy solutions enable our customers to reduce or stabilize their energy related expenditures and lessen the impact of their energy use on the environment. The Company’s services include the development, engineering, construction, operation and maintenance and in some cases, financing of small and medium scale alternative/renewable energy power plants including solar photovoltaic (PV), Combined Heat and Power (CHP) or on-site cogeneration and fuel cells. The Company provides its customers with a variety of measures to improve the efficiency of their facilities’ energy consumption by designing, developing, engineering, installing, operating, maintaining and monitoring their major building systems, including refrigeration, lighting and heating, ventilation and air-conditioning. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2013 | ||
Notes | ' | |
Significant Accounting Policies | ' | |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | ||
Use of Estimates | ||
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require management to make certain estimates, judgments and assumptions. Management believes that the estimates, judgments and assumptions upon which they rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. Significant estimates include the estimates of depreciable lives and valuation of property and equipment, valuation and amortization periods of intangible assets, valuation of derivatives, valuation of payroll tax contingencies, valuation of share-based payments, and the valuation allowance on deferred tax assets. | ||
Principles of Consolidation | ||
The consolidated financial statements for 2013 reflect the financial position and operations of the Company and its wholly- owned subsidiaries, Blue Earth Tech, Inc. (BET), Castrovilla, Inc. (Castrovilla), Blue Earth Energy Management, Inc. (BEEM), Blue Earth Energy Partners, LLC. (BEEP), Ecolegacy Gas & Power, LLC (Eco), Xnergy, Inc. (Xnergy), Blue Earth Energy Management Services, Inc. (BEEMS), Blue Earth Finance, Inc. (BEF), IPS Power Engineering, Inc. (IPS), Intelligent Power, Inc. (IP), and Millennium Power Solutions, LLC (MPS). The consolidated financial statements for 2012 reflect the financial position and operations of the Company and its wholly- owned subsidiaries, Blue Earth Tech, Inc. (BET), Castrovilla, Inc., (Castrovilla), Blue Earth Energy Management, Inc. (BEEM), Ecolegacy Gas & Power, LLC (Eco), Xnergy, Inc. (Xnergy), Blue Earth Energy Management Services, Inc. (BEEMS) and Blue Earth Finance, Inc. (BEF). For the year ended December 31, 2011, the consolidated financial statements included the accounts of Blue Earth Tech, Inc, Castrovilla, Inc. and Blue Earth Energy Management, Inc. The 2011 consolidated financial statements also include the accounts of Ecolegacy, LLC and Xnergy, Inc. from September 1, 2011. The Company’s subsidiary HVAC Controls and Specialties, Inc. was disposed of subsequent to December 31, 2013 and is classified as discontinued operations in all periods presented. | ||
Intangible Assets | ||
The Company records the purchase of intangible assets not purchased in a business combination in accordance with the ASC Topic 350 and records intangible assets acquired in a business combination in accordance with ASC Topic 805. In connection with the purchases of IP, MPS, Castrovilla. and Xnergy, the Company has recorded $26,501,859 as the value of customer contracts and technology. These amounts are being amortized over their estimated useful lives of 5 years for customer contracts and 17 years for technology. The Company recorded amortization expense of $2,617,618, $2,342,178 and $1,100,798 during the years ended December 31, 2013, 2012 and 2011, respectively. Annual amortization expense will be $3,153,666 through 2016 when it will fall to $834,571 through 2030. | ||
Accounts Receivable | ||
The Company records accounts receivable related to its construction contracts based on billings or on amounts due under the contractual terms. Accounts receivable throughout the year may decrease based on payments received, credits for change orders, or back charges incurred. | ||
Management reviews accounts receivable periodically to determine if any receivables will potentially be uncollectible. Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, economic conditions, and our historical write-off experience, net of recoveries. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company’s allowance for doubtful accounts was $63,709, $27,427 and $171,176 as of December 31, 2013, 2012 and 2011, respectively. | ||
Cash and Cash Equivalents | ||
The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2013, 2012 and 2011. | ||
Property and Equipment | ||
Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the estimated useful lives of the assets per the following table. Expenditures for additions and improvements are capitalized while repairs and maintenance are expensed as incurred. | ||
Category | Depreciation Term | |
Leasehold improvements | 39 years or term of lease | |
Computer and office equipment | 3-5 years | |
Equipment and tools | 5-10 years | |
Vehicles | 5 years | |
Long-Lived Assets | ||
Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets in accordance with ASC Topic 360, which generally requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, a significant decline in the Company’s stock price for a sustained period of time, and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair market value of the assets. | ||
Fair Value Measurements | ||
On January 1, 2008, the Company adopted the provisions of ASC Topic 820 “Fair Value Measurements and Disclosures”. ASC Topic 820 defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. Excluded from the scope of ASC Topic 820 are certain leasing transactions accounted for under ASC Topic 840, “Leases.” The exclusion does not apply to fair value measurements of assets and liabilities recorded as a result of a lease transaction, but measured pursuant to other pronouncements within the scope of ASC Topic 820. | ||
Reserve for Warranty | ||
The Company has accrued a reserve for the estimated cost of completing warranted services. The reserve is $65,590, $1,717 and $25,241 as of December 31, 2013, 2012 and 2011 respectively. | ||
Advertising | ||
The Company conducts advertising for the promotion of its services. In accordance with ASC Topic 720-35-25, advertising costs are charged to operations when incurred. Advertising costs aggregated $111,495, $107,215 and $300,927 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||
Revenue Recognition | ||
The Company generates revenues from professional services contracts. Customers are billed, according to individual agreements. Revenues from professional services are recognized on a completed-contract basis, in accordance with ASC Topic 605-35, “Construction-Type and Production-Type Contracts.” Under the completed-contract basis, contract costs are recorded to a deferred asset account and billings and/or cash received are recorded to a deferred revenue liability account during the periods of construction. Costs include direct material, direct labor and subcontract labor. All revenues, costs, and profits are recognized in operations upon completion of the contract. A contract is considered completed when all costs except insignificant items have been incurred and final acceptance has been received from the customer. Corporate general and administrative expenses are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as incurred. For uncompleted contracts, the deferred asset (accumulated contract costs) in excess of the deferred liability (billings and/or cash received) is classified under current assets as costs in excess of billings on uncompleted contracts. The deferred liability (billings and/or cash received) in excess of the deferred asset (accumulated contract costs) is classified under current liabilities as billings in excess of costs on uncompleted contracts. Contract retentions are included in accounts receivable. | ||
Income Taxes | ||
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year, and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. A liability (including interest if applicable) is established in the consolidated financial statements to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Applicable interest is included as a component of income tax expense and income taxes payable. | ||
ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2013, the tax years 2010 through 2013 remain open for IRS audit. The Company has received no notice of audit from the Internal Revenue Service for any of the open tax years. The provisions of ASC Topic 740-10-25-09, provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC Topic 740. Topic 740-10-25-09 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. | ||
Basic and Diluted Loss Per Share | ||
Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible preferred stock or other common stock equivalents. Options to purchase 1,011,290, 960,761 and 607,791 common shares and warrants to purchase 25,632,407, 19,807,876 and 16,020,366 common shares were outstanding at December 31, 2013, 2012 and 2011, respectively, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. These options and warrants may dilute future earnings per share. | ||
Stock-Based Compensation | ||
The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic No. 718. For employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the Black-Scholes method for stock options; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date shall equal the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. | ||
The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. | ||
Comprehensive Income | ||
The Company has no items of other comprehensive income as of December 31, 2013, 2012 and 2011. | ||
Accounting for Derivatives | ||
The Company evaluates its options, warrants, preferred stock, or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liability at the fair value of the instrument on the reclassification date. | ||
Research and Development | ||
In accordance with ASC Topic 730, “Research and Development”, expenditures for research and development of the Company’s products and services are expensed when incurred, and are included in operating expenses. The Company recognized research and development costs of $252,597, $582 and $14,230, for the years ended December 31, 2013, 2012 and 2011, respectively. | ||
Inventory | ||
Inventory is recorded at the lower of cost or market (net realizable value) using the average cost method. The inventory on hand as of December 31, 2013, 2012 and 2011 (zero) and consists of motors, controllers, miscellaneous refrigeration parts and raw gasket material at costs of $383,799 (net of $-0- allowance ), $221,548 (net of $-0- allowance) and $473,451 (net of $25,000 allowance), respectively. The Company does not have any work in progress. | ||
Recent Accounting Pronouncements | ||
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or its financial statements. |
Prepaid_Expenses_and_Deposits_
Prepaid Expenses and Deposits, Notes | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Notes | ' | |||||||||||||
Prepaid Expenses and Deposits, Notes | ' | |||||||||||||
NOTE 3 - PREPAID EXPENSES AND DEPOSITS | ||||||||||||||
The components of the Company’s prepaid expenses as of December 31, are as follows: | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Consulting fees (term 1-9 months) | $ | 1,680,818 | $ | 696,868 | $ | 440,038 | ||||||||
Rent ( term 1 month) | 14,534 | - | - | |||||||||||
Insurance (term 11 months) | 147,321 | 42,555 | 29,000 | |||||||||||
Deposits (term 1 month) | 94,070 | 182,494 | 71,213 | |||||||||||
Total prepaid expenses | $ | 1,936,743 | $ | 921,917 | $ | 540,251 | ||||||||
Technology_License
Technology License | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Technology License | ' |
NOTE 4 - TECHNOLOGY LICENSE | |
On May 16, 2011, the Company purchased a license to energy conservation technology known as “SwitchGenie”. The purchase price was $100,000 and 150,000 shares of the Company’s common stock valued at $1.18 per share, which was the market price on the transaction closing date. The license also requires the Company to pay a royalty based upon SwitchGenie sales. The Company had prepaid $68,213 in royalties against the license as of December 31, 2011 which was included in prepaid expenses. The Company was amortizing the cost of the license over the expected life of 5 years and has recorded $13,850 and $0 of amortization expense during the year ended December 31, 2012 and 2011, respectively. During the year ended December 31, 2012 the Company returned the technology license to the licensor in exchange for 75,000 shares of common stock and terminated the exclusive license and entered into a non-exclusive license and supply agreement. |
Property_and_Equipment_Note
Property and Equipment, Note | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Notes | ' | |||||||||||||
Property and Equipment, Note | ' | |||||||||||||
NOTE 5 - PROPERTY AND EQUIPMENT | ||||||||||||||
The major classes of assets as of December 31, are as follows: | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Office and computer equipment | $ | 323,185 | $ | 395,281 | $ | 395,281 | ||||||||
Software | 95,931 | - | - | |||||||||||
Manufacturing and installation equipment | 402,063 | 149,434 | 149,434 | |||||||||||
Leasehold improvements | 759,304 | 759,304 | 759,304 | |||||||||||
Vehicles | 262,011 | 213,940 | 230,879 | |||||||||||
Sub Total | 1,842,493 | 1,517,959 | 1,534,898 | |||||||||||
Accumulated Depreciation | -984,282 | -862,293 | -698,025 | |||||||||||
Net | $ | 858,212 | $ | 655,666 | $ | 836,873 | ||||||||
Depreciation expense was $127,508, $213,633 and $105,985, for the years ended December 31, 2013, 2012 and 2011, respectively. Approximately $858,212 of the Company’s property and equipment serves as security against its long-term debt. |
Intangible_Assets_Note
Intangible Assets, Note | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Notes | ' | |||||||||
Intangible Assets, Note | ' | |||||||||
NOTE 6 - INTANGIBLE ASSETS | ||||||||||
The major classes of assets as of December 31, are as follows: | ||||||||||
2013 | 2012 | 2011 | ||||||||
Cost: | ||||||||||
Castrovilla customer base | $ | 2,533,164 | $ | 2,533,164 | $ | 2,533,164 | ||||
Xnergy customer base | 9,137,225 | 9,137,225 | 9,137,225 | |||||||
Intelligent Power patents | 4,147,832 | - | - | |||||||
Millenium Power battery technology | 10,039,872 | - | - | |||||||
Total Cost | 25,858,093 | 11,670,389 | 11,670,389 | |||||||
Accumulated Amortization: | ||||||||||
Castrovilla customer base | -1,474,950 | -983,300 | -491,650 | |||||||
Xnergy customer base | -4,264,038 | -2,436,594 | -609,148 | |||||||
Intelligent Power patents | -101,663 | - | - | |||||||
Millenium Power battery technology | -196,860 | - | - | |||||||
Total Accumulated Amortization | -6,037,513 | -3,419,894 | -1,100,799 | |||||||
Net | $ | 19,820,580 | $ | 8,250,495 | $ | 10,569,590 | ||||
The Company recorded amortization expense of $2,617,618, $2,342,178 and $1,100,798 during the years ended December 31, 2013, 2012 and 2011, respectively. Annual amortization expense will be $3,153,666 through 2016 when it will fall to $834,571 through 2030. |
Other_Receivables_Note
Other Receivables, Note | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Other Receivables, Note | ' |
NOTE 7 - OTHER RECEIVABLES | |
On August 30, 2013 the Company entered into a Strategic Partnership Agreement with Talesun Solar USA, Ltd. (“Talesun”) and New Generation Power LLC (“NGP”), as amended on October 23, 2013which includes a commitment from Talesun to grant the Company engineering, procurement and construction contracts (“EPC”) for 18 MW of Talesun Solar PV projects. NGP granted the Company EPC contracts for a minimum of 147 MW of projects over the next 20 months. In addition, the Company has agreed to make a $6.5 million loan in solar projects. $2,000,000 was loaned as of December 31, 2013 and the balance is due by March 31, 2014, unless extended by the parties. The loan is collateralized by safe harbored solar panels to be utilized on NGP’s solar projects. NGP contracts with the Company to build the solar projects on a cost plus basis. The loan is to be repaid during the construction phase of the projects. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments, Note | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Notes | ' | ||||||||||||||||
Fair Value of Financial Instruments, Note | ' | ||||||||||||||||
NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||
The Company follows the provisions of ASC 820 for fair value measurements of all nonfinancial assets and nonfinancial liabilities not recognized or disclosed at fair value in the financial statements on a recurring basis. The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The accounting standard established a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. An asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company had no nonfinancial assets and nonfinancial liabilities as of December 31, 2013 and 2012. Liabilities measured at fair value on a recurring and non-recurring basis consisted of the following at December 31, 2013 and 2012: | |||||||||||||||||
Total Carrying | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Value at | |||||||||||||||||
December 31, 2012/2013 | |||||||||||||||||
Liabilities: | |||||||||||||||||
Warrant derivative liability | $ | - | $ | - | $ | - | $ | - | |||||||||
The following is a summary of activity of Level 3 liabilities for the years ended December 31, 2012 and 2011: | |||||||||||||||||
Balance at December 31, 2010 | $ | 1,288,159 | |||||||||||||||
Change in fair value 2011 | 749,166 | ||||||||||||||||
Balance at December 31, 2011 | 2,037,325 | ||||||||||||||||
Change in fair value 2012 | -2,037,325 | ||||||||||||||||
Balance at December 31, 2012 | - | ||||||||||||||||
Change in fair value 2013 | - | ||||||||||||||||
Balance at December 31, 2013 | $ | - | |||||||||||||||
The Company estimates the fair value of the warrant derivative liability utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected warrant term, expected volatility of our stock price over the expected warrant term, expected risk-free interest rate over the expected warrant term, and the expected dividend yield rate over the expected warrant term. The Company believes this valuation methodology is appropriate for estimating the fair value of the warrant derivative liability. The warrants expired unexercised in December 2012. The following table summarizes the assumptions the Company utilized to estimate the fair value of the warrant derivative liability at December 31, 2011: | |||||||||||||||||
Assumptions | 31-Dec-11 | ||||||||||||||||
Expected term (years) | 1.8 -9.7 | ||||||||||||||||
Expected volatility | 152% | ||||||||||||||||
Risk-free interest rate | 0.71% - 4.13% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
The expected warrant term is based on the remaining contractual term. The expected volatility is based on historical volatility. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related warrant at the valuation date. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the fair value would increase if a higher expected volatility was used, or if the expected dividend yield increased. | |||||||||||||||||
There were no changes in the valuation techniques during the years ended December 31, 2013 and December 31, 2012. The estimated fair value of certain financial instruments, including cash and cash equivalents and current liabilities, are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
Commitments and Contingencies | ' | ||
NOTE 9 - COMMITMENTS AND CONTINGENCIES | |||
Employment Agreements | |||
On March 1, 2011, the Board of Directors of the Company amended the employment agreements of Dr. Johnny R. Thomas and John C. Francis. Each of their employment agreements provide for annual salaries of $174,000 and $150,000, respectively. | |||
On May 16, 2013, the Company entered into employment agreements with its Chief Operating Officer and with its Chief Financial Officer which pay each of them $300,000 per year. They agreed to a reduced salary of $120,000 each for the first year. | |||
Legal Matters | |||
The Company is subject to litigation in the normal course of business. The Company records a liability for legal settlements when the amount is estimable and determined to be likely. | |||
Operating Leases | |||
The Company leases office and manufacturing facilities from unrelated parties under non-cancellable operating leases. The leases are typically five years. As of December 31, 2013, future minimum lease payments are as follows: | |||
Year | Amount | ||
2014 | $ | 449,532 | |
2015 | 419,532 | ||
2016 | 409,752 | ||
2017 | 363,972 | ||
2018 | 363,972 | ||
Thereafter | 3,432,000 | ||
Total | $ | 5,438,760 | |
Stockholders_Equity_Note
Stockholders' Equity Note | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Notes | ' | ||||||||||||||||
Stockholders' Equity Note | ' | ||||||||||||||||
NOTE 10 - STOCKHOLDERS’ EQUITY | |||||||||||||||||
Preferred Stock | |||||||||||||||||
The Company is authorized to issue up to 25,000,000 shares of preferred stock having a par value of $0.001 per share. | |||||||||||||||||
During 2013 the Company issued 903,500 shares of its Series C preferred stock at $10 per share for gross proceeds of $9,035,000. Each share of Series C preferred stock was convertible into 10 shares of the Company’s common stock and is subject to automatic conversion upon the Company’s common stock trading at least $2.18 per share for 60 consecutive calendar days. The Series C preferred stock provides for an 8% dividend if paid in cash or a 12% dividend if paid in shares of common stock. The Holder of the Series C preferred stock received common stock purchase warrants to purchase one share for every two shares of common stock issuable upon conversion of Series C Preferred Stock. | |||||||||||||||||
During 2012 the Company issued 283,052 shares of its Series B preferred stock at $10 per share for proceeds of $2,830,520. Each share of Series B preferred stock is convertible into 10 shares of the Company’s common stock and was subject to automatic conversion upon the Company’s common stock trading at least $2.20 per share for 60 consecutive days. The Series B preferred stock provides for an 8% dividend if paid in cash or a 12% dividend if paid in shares of common stock. The Holder of the Series B preferred stock received common stock purchase warrants to purchase one share for every two shares of common stock issuable upon conversion of Series B Preferred Stock. | |||||||||||||||||
During 2011 the Company issued 200,000 shares of its Series A preferred stock at $10 per share for proceeds of $2,000,000. During the year ended December 31, 2012 the Company issued an additional 97,067 shares of Series A preferred stock for proceeds of $970,670. Each share of Series A preferred stock was convertible into 10 shares of common stock and automatic conversion upon the Company’s common stock trading at least $2.25 per share for 60 consecutive days. The Series A preferred stock also provides for an 8% dividend if paid in cash or a 12% dividend if paid in shares of common stock. The Holder of the Series A preferred stock received common stock purchase warrants to purchase one share for every two shares of common stock issuable upon conversion of Series A Preferred Stock. | |||||||||||||||||
During the year ended December 31, 2013, 129,250 shares of the Series A, 380,902 shares of the Series B and 333,500 shares of the Series C preferred stock with the related accrued dividends were converted into 9,631,853 shares of common stock. During the year ended December 31, 2012, 70,750 shares of the Series A preferred stock with the related accrued dividends were converted into 790,417 shares of common stock. | |||||||||||||||||
The Company has accrued a preferred dividend payable of $403,690 and $440,287 on the preferred stock as of December 31, 2013 and 2012, respectively. | |||||||||||||||||
The Warrants attached to the Series A, B and C preferred stock are substantially the same. Upon the exercise of a Class A Warrant for the $3.00 Exercise Price, the Holder shall receive one share of Common Stock and a Class B Common Stock Purchase Warrant (“Class B Warrant”) to purchase one share of Common Stock at $6.00 per share, subject to redemption and/or temporary reduction by the Company. | |||||||||||||||||
The Class B Warrant shall be exercisable into shares of Common Stock at any time, or from time-to-time, up to and including 5:00 p.m. (Pacific Coast Time) on the third anniversary date from the date of the last issuance of the Class B Warrants, unless previously called or extended by the Company on thirty (30) days’ prior written notice; provided, however, if such date is not a Business Day, then on the Business Day immediately following such date. Upon the exercise of the Class B Warrant for the $6.00 Exercise Price, the Holder shall receive one share of Common Stock and a Class C Common Stock Purchase Warrant (“Class C Warrant”) to purchase one share of Common Stock at $12.00 per share, subject to redemption and/or temporary reduction by the Company. | |||||||||||||||||
The Class C Warrant shall be exercisable into shares of Common Stock at any time, or from time-to-time, up to and including 5:00 p.m. (Pacific Coast Time) on the third anniversary date from the date of the last issuance of the Class C Warrants, unless previously called or extended by the Company on thirty (30) days’ prior written notice; provided, however, if such date is not a Business Day, then on the Business Day immediately following such date. The Company will determine the value of the Class B Warrant when the Class A Warrants are exercised and the value of the Class C Warrant when the Class B Warrants are exercised. | |||||||||||||||||
Common Stock | |||||||||||||||||
The Company is authorized to issue up to 100,000,000 shares of common stock having a par value of $0.001 per share, of which 60,205,843 and 20,882,549 shares were issued and outstanding at December 31, 2013 and 2012, respectively. | |||||||||||||||||
During the year ended December 31, 2013 the Company issued 389,358 shares of its common stock upon the conversion of $573,548 of debt. The Company issued 9,631,853 shares of its common stock upon the conversion of 843,652 shares of preferred stock and accrued dividends of $3,225,047. The Company issued 64,263 shares of common stock for manufacturing equipment valued at $195,359 and issued 20,578,211 shares of common stock for construction projects and energy storage and monitoring technologies. The Company issued 1,110,383 shares for consulting services valued at $2,768,237 and 8,007,870 shares upon the exercise of warrants and options for cash of $12,396,321 and notes receivable of $1,600,000. The Company cancelled 92,115 common shares previously issued as consideration for a line of credit valued at $298,453 and 366,529 common shares which were issued for rights to certain solar projects. | |||||||||||||||||
During the year ended December 31, 2012 the Company issued 1,220,501 shares of its common stock upon the conversion of $1,464,313 of debt. The Company issued 790,417 shares of its common stock upon the conversion of 70,750 shares of preferred stock and accrued dividends of $111,924. The Company issued 366,529 shares of common stock for certain solar project rights valued at $486,650 and cancelled 75,000 shares of common stock for the termination of rights to technology valued at $253,917. The Company issued 370,741 shares for consulting services valued at $497,429 and 467,723 shares upon the exercise of warrants and options valued at $128,611. The Company cancelled 84,180 common shares as consideration for the exercise of warrants and 877,364 common shares in exchange for a stock subscription receivable. | |||||||||||||||||
Incentive Stock Option and Warrant Grants to Consultants and Employees | |||||||||||||||||
2009 Incentive Stock Option Plan | |||||||||||||||||
During the year ended December 31, 2013 the Company granted 110,000 stock purchase options to its employees under its 2009 Incentive Stock Option Plan. The options have a 10 year exercise period (1 year upon termination of employment) and are exercisable at prices ranging from $2.30 to $2.90 per share. | |||||||||||||||||
During the year ended December 31, 2012 the Company granted 372,970 stock purchase options to its employees under its 2009 Incentive Stock Option Plan. The options have a 10 year exercise period and are exercisable at $1.23 to $1.72 per share. | |||||||||||||||||
As of December 31, 2013, 3,480,128 shares were remaining under the 2009 Plan for future issuance. | |||||||||||||||||
Stock Purchase Warrants | |||||||||||||||||
During the year ended December 31, 2013 the Company granted 10,500,000 stock purchase warrants to executive employees. The warrants have a 10 year exercise period and are exercisable at prices ranging from $0.01 to $2.15 per share. The Company also granted 3,850,000 stock purchase warrants to consultants. The warrants have a 1 to 10 year exercise period and are exercisable at prices ranging from $0.01 to $2.90 per share. The Company granted 430,902 stock purchase warrants to the placement agents on its Class C preferred stock. The warrants have a 5 year exercise period and are exercisable at $1.75 per share. The Company also issued 4,292,500 A warrants to the purchasers of the Class C preferred stock with an exercise period of 1 year and an exercise price $3.00. The Company also issued 4,029,154 B warrants to the exercisers of the A warrants attached to the Class A and B preferred stock with an exercise period of 1 year and an exercise price $6.00. | |||||||||||||||||
During the year ended December 31, 2012 the Company granted 2,112,500 stock purchase warrants to a director (1,212,500) and executive employees (900,000). The warrants have a 5 to 10 year exercise period and are exercisable at $0.01 to $1.16 per share. The Company also granted 4,035,000 stock purchase warrants to consultants. The warrants have a 1 to 10 year exercise period and are exercisable at $0.01 to $1.39 per share. The Company also granted 146,750 stock purchase warrants to the placement agents on its Class B preferred stock. The warrants have a 5 year exercise period and are exercisable at $1.75 per share. The Company also reset the exercise price for 3,597,500 options from $1.00 to $1.24 per share to $0.01 per share and recognized $467,271 of expense due to the reset. The Company also issued 1,415,260 A warrants to the purchasers of the Class B preferred stock with an exercise period of 1 year and an exercise price $3.00. | |||||||||||||||||
The Company recorded compensation expense of $14,408,741 and $4,307,594 for the years ended December 31, 2013 and 2012, respectively, in connection with these stock warrants and options. | |||||||||||||||||
The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. The following table summarizes the assumptions the Company utilized to record compensation expense for stock warrants and options granted during the years ended December 31,: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Expected term (years) | 5.0 - 10.0 | 5.0 - 10.0 | 5.0-10 | ||||||||||||||
Expected volatility | 101.49-103.25% | 94.45-116.86% | 160% | ||||||||||||||
Weighted-average volatility | 101.49-103.25% | 94.45-116.86% | 160% | ||||||||||||||
Risk-free interest rate | 3.64-3.99% | 0.23-1.53% | 3.99% | ||||||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||||||
Expected forfeiture rate | 0% | 0% | 0% | ||||||||||||||
The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term. The expected volatility is based on historical volatility. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. A summary of the Company’s stock option activity during the years ended December 31, 2013, 2012 and 2011 is presented below: | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Average | Remaining | Aggregate | |||||||||||||||
No. of | Exercise | Contractual | Intrinsic | ||||||||||||||
Options | Price | Term | Value | ||||||||||||||
Balance Outstanding, December 31, 2010 | 298,500 | $ | 1 | 9.8 | |||||||||||||
Granted | 97,791 | 1.68 | 5 | ||||||||||||||
Granted | 450,000 | 1.72 | 10 | ||||||||||||||
Forfeited | -238,500 | 0.94 | 9 | ||||||||||||||
Balance Outstanding, December 31, 2011 | 607,791 | 1.63 | 9.8 | 1,018,089 | |||||||||||||
Granted | 52,720 | 1.37 | 10 | ||||||||||||||
Granted | 10,000 | 1.23 | 10 | ||||||||||||||
Granted | 175,000 | 1.27 | 10 | ||||||||||||||
Granted | 135,250 | 1.72 | 10 | ||||||||||||||
Exercised | -20,000 | 0.9 | 9.8 | ||||||||||||||
Balance Outstanding, December 31, 2012 | 960,761 | 1.58 | 8.2 | 1,520,695 | |||||||||||||
Granted | 10,000 | 2.3 | 10 | ||||||||||||||
Granted | 100,000 | 2.9 | 10 | ||||||||||||||
Expired | -52,720 | 1.37 | -- | ||||||||||||||
Exercised | -6,751 | 1.57 | -- | ||||||||||||||
Balance Outstanding, December 31, 2013 | 1,011,290 | $ | 1.85 | 8.22 | $ | 1,851,695 | |||||||||||
Exercisable, December 31, 2013 | 465,053 | $ | 1.6 | 7.97 | $ | 744,885 | |||||||||||
A summary of the Company’s warrant activity during the years ended December 31, 2013, 2012 and 2011 is presented below: | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Average | Remaining | Aggregate | |||||||||||||||
No. of | Exercise | Contractual | Intrinsic | ||||||||||||||
Warrants | Price | Term | Value | ||||||||||||||
Balance Outstanding, December 31, 2010 | 11,870,116 | $ | 2.31 | $ | 27,457,223 | ||||||||||||
Granted | 2,660,000 | 2.53 | 5 | ||||||||||||||
Forfeited | -18,000 | 1 | -- | ||||||||||||||
Granted | 1,489,250 | 3 | 1 | ||||||||||||||
Forfeited | -50,000 | 1.25 | -- | ||||||||||||||
Granted | 69,000 | 1.75 | 5 | ||||||||||||||
Balance Outstanding, December 31, 2011 | 16,020,366 | 2.53 | 2.78 | 33,801,473 | |||||||||||||
Granted | 900,000 | 1.16 | 5 | ||||||||||||||
Granted | 700,000 | 1.33 | 5 | ||||||||||||||
Granted | 660,000 | 0.01 | 8 | ||||||||||||||
Granted | 75,000 | 0.1 | 10 | ||||||||||||||
Granted | 2,400,000 | 1 | 5 | ||||||||||||||
Granted | 1,415,260 | 3 | 1 | ||||||||||||||
Granted | 1,412,500 | 0.01 | 10 | ||||||||||||||
Granted | 146,750 | 1.75 | 5 | ||||||||||||||
Forfeited | -3,495,000 | -1.96 | -- | ||||||||||||||
Exercised | -427,000 | -0.47 | -6.31 | ||||||||||||||
Balance Outstanding, December 31, 2012 | 19,807,876 | 1.63 | 7.04 | 32,194,216 | |||||||||||||
Granted | 3,600,000 | 1.18 | 10 | ||||||||||||||
Granted | 3,000,000 | 0.01 | 10 | ||||||||||||||
Granted | 2,400,000 | 1.18 | 10 | ||||||||||||||
Granted | 1,400,000 | 0.01 | 10 | ||||||||||||||
Granted | 1,000,000 | 1 | 10 | ||||||||||||||
Granted | 200,000 | 0.01 | 10 | ||||||||||||||
Granted | 200,000 | 2 | 5 | ||||||||||||||
Granted | 250,000 | 0.01 | 5 | ||||||||||||||
Granted | 2,300,000 | 0.01 | 10 | ||||||||||||||
Granted | 4,292,500 | 3 | 3 | ||||||||||||||
Granted | 4,029,154 | 6 | 3 | ||||||||||||||
Granted | 430,902 | 1.75 | 5 | ||||||||||||||
Forfeited | -9,276,906 | -2.4 | -- | ||||||||||||||
Exercised | -8,001,119 | -1.6 | -- | ||||||||||||||
Balance Outstanding December 31, 2013 | 25,632,407 | $ | 1.69 | 6.52 | $ | 40,983,200 | |||||||||||
Exercisable, December 31, 2013 | 18,582,407 | $ | 2.23 | 5.4 | $ | 41,512,700 | |||||||||||
The Company expects all non-contingent outstanding employee stock options to eventually vest. As of December 31, 2013, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $17,597,601 which is expected to be recognized over the respective vesting periods which extend through 2016. As of December 31, 2012, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $1,328,375, which is expected to be recognized over the respective vesting periods which extend through 2015. |
Income_Tax_Note
Income Tax Note | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Notes | ' | ||||||||||||
Income Tax Note | ' | ||||||||||||
NOTE 11 - INCOME TAXES | |||||||||||||
The Company files a consolidated U.S. income tax return. The amounts provided for income taxes are as follows for the years ended December 31: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current (benefit) provision: federal | $ | -- | $ | -- | $ | -- | |||||||
Current (benefit) provision: state | -- | -- | -- | ||||||||||
Total current provision | -- | -- | -- | ||||||||||
Deferred (benefit) provision | -- | -- | -- | ||||||||||
Deferred (benefit) provision relating to reduction of valuation allowance | -- | -- | -- | ||||||||||
Total deferred provision | -- | -- | -- | ||||||||||
Total provision (benefit) for income taxes from continuing operations | $ | -- | $ | -- | $ | -- | |||||||
Significant items making up the deferred tax assets and deferred tax liabilities as of December 31 are as follows: | |||||||||||||
Deferred tax assets: | 2013 | 2012 | 2011 | ||||||||||
Net operating loss carry forward | $ | 6,806,200 | $ | 3,736,000 | $ | 1,973,400 | |||||||
Capital loss carryover | 381,600 | 381,600 | 381,600 | ||||||||||
Allowance for doubtful accounts | 39,600 | 24,600 | 81,500 | ||||||||||
Related party accruals | 58,100 | 17,800 | -- | ||||||||||
Accrued vacation | 25,900 | 28,100 | 30,000 | ||||||||||
Depreciation | 43,600 | 35,800 | -- | ||||||||||
Allowance for obsolete inventory | -- | -- | 10,600 | ||||||||||
7,355,000 | 4,223,900 | 2,477,100 | |||||||||||
Less: valuation allowance | -7,355,000 | -4,223,900 | -2,477,100 | ||||||||||
Total deferred tax assets | -- | -- | -- | ||||||||||
Total deferred tax liabilities | -- | -- | -- | ||||||||||
Total net deferred tax assets (liabilities) | $ | -- | $ | -- | $ | -- | |||||||
A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. Accordingly, a valuation allowance was established in 2013, 2012 and 2011 for the full amount of our deferred tax assets due to the uncertainty of realization. Management believes that based upon its projection of future taxable operating income for the foreseeable future, it is more likely than not that the Company will not be able to realize the benefit of the deferred tax asset at December 31, 2013. The net changes in the valuation allowance during the year was an increase of $3,131,100 in 2013 and increase of $1,796,800 in 2012. | |||||||||||||
At December 31, 2013, the Company had $16,121,000 of net operating loss carry forwards which will expire in various years through 2033. Under the provision of the Tax Reform Act of 1986, when there has been a change in an entity’s ownership of 50 percent or greater, utilization of net operating loss carry forwards may be limited. As a result of the Company’s equity transactions, the Company’s net operating losses may be subject to such limitations and may not be available to offset future income for tax purposes. Utilization of the net operating losses and credits may be subject to a substantial annual limitation due to the ownership change provisions of the Internal Revenue Code of 1986, as amended. | |||||||||||||
The annual limitation may result in the expiration of net operating losses and credits before utilization and in the event we have a change of ownership, utilization of the carry forwards could be restricted. The Company’s effective income tax expense (benefit) differs from the statutory federal income tax rate of 34% as follows for the years ended December 31,: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal tax rate applied to loss before income taxes | 34.00% | 34.00% | 34.00% | ||||||||||
State income taxes, net of federal benefit | 3.50% | 3.50% | 3.50% | ||||||||||
Permanent differences | -0.50% | -0.90% | -0.90% | ||||||||||
Change in valuation allowance | -23.10% | -39.40% | -39.40% | ||||||||||
Other | -13.90% | 2.80% | 2.80% | ||||||||||
Income tax expense (benefit) | 0.00% | 0.00% | 0.00% | ||||||||||
Concentration_of_Credit_Risk_N
Concentration of Credit Risk, Note | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Concentration of Credit Risk, Note | ' |
NOTE 12 - CONCENTRATION OF CREDIT RISK | |
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited in the local currency in three financial institutions in the United States. The balance, at any given time, may exceed Federal Deposit Insurance Corporation insurance limits. As of December 31, 2013 and 2012, there was $7,214,159 and $57,405, respectively, in excess of insurable limits. |
Construction_in_Progress_Note
Construction in Progress, Note | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes | ' | ||||||||
Construction in Progress, Note | ' | ||||||||
NOTE 13 - CONSTRUCTION IN PROGRESS | |||||||||
Construction in Progress-Short Term | |||||||||
The short-term construction in progress represents costs accumulated on several solar and co-generation projects at various stages of completion. Included in materials and labor is the cost of the Waianae PV-02 project which was purchased on July 26, 2013 as a partially completed project and which it substantially completed by December 31, 2013. The construction in progress is classified as short-term because the projects are expected to be completed within one year. A summary of construction in progress-short term as of December 31, are as follows: | |||||||||
2013 | 2012 | 2011 | |||||||
Materials and Labor | $ | 2,044,150 | $ | 376,386 | $ | -- | |||
Designs and Permitting | 210,752 | 329,657 | -- | ||||||
Total | $ | 2,254,902 | $ | 706,043 | $ | -- | |||
The Company intends to sell the solar projects. The Company will charge to cost of sales the construction costs of the projects it sells. | |||||||||
Construction in Progress-Long Term | |||||||||
The long-term construction in progress represents the costs accumulated on 7 gas to steam/electricity co-generation projects in the United States and Canada. The co-generation projects were purchased in the acquisition of IPS and GREG. The costs are classified as long-term because the projects are expected to take more than one year to complete. | |||||||||
A summary of construction in progress-long term as of December 31, are as follows: | |||||||||
2013 | 2012 | 2011 | |||||||
Designs for co-generation projects | $ | 44,035,500 | $ | -- | $ | -- | |||
Total | $ | 44,035,500 | $ | -- | $ | -- | |||
The Company intends to hold the co-generation projects to generate revenues as an energy producer. The Company will depreciate the construction costs for the projects it does not sell over the 20 year term of the energy purchase contract upon commencement of revenues. The terms of the co-generation contracts provide that the Company will sell electricity and steam to the meat processing plants connected to the co-generation plants and will sell the excess electricity to the electrical utility adjacent to the property. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
Related Party Transactions | ' | ||
NOTE 14 - RELATED PARTY TRANSACTIONS | |||
Employment Contracts | |||
On March 1, 2011, the Board of Directors of the Company amended the employment agreements of Dr. Johnny R. Thomas and John C. Francis. Each of their employment agreements dated September 1, 2010 were amended effective February 1, 2011, to increase their annual salaries by $75,000. Johnny R. Thomas’s salary increased from $99,000 to $174,000 and John Francis’s salary from $75,000 to $150,000. | |||
Johnny R. Thomas and John C. Francis were each awarded five-year performance warrants to purchase 1,000,000 shares each at an exercise price of $1.25 per share. The warrants will vest if and when the Company achieves certain revenues, net income and/or EBITDA milestones for four trailing quarters. For each executive officer, a total of 412,500 warrants vest upon four different milestones when annual revenues exceed revenue milestones increasing from $50 to $200 million. Achieving net income levels in excess of $0.20/share to more than $0.50/share will vest 262,500 warrants upon four different milestones. The remaining 325,000 warrants will vest upon four different milestones when the Company’s EBITDA performance exceeds $0.40/share to more than $1.00 per share. Mr. Thomas and Mr. Francis also have the right to vest the warrants by exercising the warrants; accordingly, the value of the warrants has been expensed in the financial statements. In November 2012 the warrant exercise price was reduced to $0.01 per share, the term of warrants were extended to 10 years and the vesting criteria was amended to remove the milestone criteria and to effectively vest immediately. The Company recognized $277,037 of compensation expense due to the modification of the warrants. | |||
Stock Subscription Receivables | |||
On June 17, 2008, two of Xnergy Inc.’s former stockholders agreed to purchase the shares of another shareholder for $2,486,850. Concurrent with this agreement, Xnergy, Inc. agreed to issue a promissory note for the payment for the stock. The liability was recorded along with notes receivable from the purchasing stockholders. The notes receivable were assumed by the Company in the purchase of Xnergy, Inc. and have no repayment terms, are non-interest bearing and are unsecured accordingly they are classified as stock subscription receivables. As of December 31, 2011, the receivables totaled $2,632,192. During the year ended December 31, 2012 the Company received and cancelled 877,364 shares of its common stock as satisfaction of the stock subscription receivables. As of December 31, 2013 the Company had stock subscriptions receivable of $1,600,000. | |||
Related Party Payables | |||
In connection with the purchase of Castrovilla and Xnergy, the Company entered into promissory notes to pay outstanding liabilities to the former shareholders. During the year ended December 31, 2013 the Company borrowed $420,000 from and repaid $691,853 to a director. During the year ended December 31, 2013 the Company issued 238,480 shares of common stock in satisfaction of $271,871 of related party debt. During the year ended December 31, 2012 the Company borrowed $1,605,000 from a director. The notes payable are secured by certain of the Company’s construction projects, due upon demand and bear interest at 12% per annum. A summary of the maturity of the related party payables is as follows: | |||
Amount of Principal | |||
Year | Payments Due | ||
2014 | $ | 1,337,151 | |
2015 | - | ||
2016 | - | ||
2017 | - | ||
2018 | - | ||
Thereafter | - | ||
Total | $ | 1,337,151 | |
Accrued_Expenses_Note
Accrued Expenses, Note | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes | ' | ||||||||
Accrued Expenses, Note | ' | ||||||||
NOTE 15 - ACCRUED EXPENSES | |||||||||
A summary of accrued expenses as of December 31, are as follows: | |||||||||
2013 | 2012 | 2011 | |||||||
Sales Tax Payable | $ | 11,802 | $ | 95,104 | $ | 178,224 | |||
Credit Cards Payable | 85,015 | 173,263 | 181,318 | ||||||
Accrued Interest Payable | 188,419 | 57,187 | - | ||||||
Payroll Taxes Payable | 11,852 | 155,464 | 19,348 | ||||||
Other | 125,368 | 32,396 | 8,000 | ||||||
Total | $ | 422,456 | $ | 513,414 | $ | 386,890 | |||
Long_Term_Debt_Note
Long Term Debt, Note | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Notes | ' | |||
Long Term Debt, Note | ' | |||
NOTE 16 - LONG TERM DEBT | ||||
Credit Line Payable | ||||
During the year ended to December 31, 2013 the Company received $3,000,000 in proceeds from a line of credit. The Company repaid the line $1,500,000 during the year ended December 31, 2013. The line of credit is for up to $10,000,000 subject to approval of the use of proceeds by the lender. The line of credit accrues interest at 12% per annum and is secured by the Company’s assets. | ||||
Promissory Notes Payable | ||||
The Company assumed promissory notes payable in connection with the purchase of Xnergy, Inc. and its subsidiary HVAC Controls, Inc. During the year ended December 31, 2012 the Company issued 1,185,389 shares of its common stock upon the conversion of $1,391,188 of debt. During the year ended December 31, 2012 the Company received $1,208,008 from subordinated promissory notes payable. The notes accrue interest at 10% per annum, are unsecured and are due from 6 months to 5 years from the date of issuance. The Company repaid $534,312 and $776,481 of promissory notes payable during the years ended December 31, 2013 and 2012. The Company has no promissory notes payable as of December 31, 2013. | ||||
Automobile Contracts Payable | ||||
The Company has entered into purchase contracts for its vehicles. The contracts bear interest at an average interest rate of approximately 5% per annum, are secured by the vehicles. The composition of these automobile contracts payable are summarized in the table below: | ||||
Amount of Principal Payments Due | ||||
2014 | $ | 4,476 | ||
2015 | - | |||
2015 | - | |||
2017 | - | |||
2018 | - | |||
Thereafter | - | |||
Total | $ | 4,476 | ||
Acquisition_of_Subsidiaries
Acquisition of Subsidiaries | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Notes | ' | ||||||||||||
Acquisition of Subsidiaries | ' | ||||||||||||
NOTE 17 - ACQUISITION OF SUBSIDIARIES | |||||||||||||
Castrovilla, Inc. | |||||||||||||
Effective January 1, 2011, Castrovilla Energy, Inc., “Energy”, a newly formed subsidiary of Blue Earth Energy Management Services, Inc., which is a subsidiary of Blue Earth, Inc, entered into a merger agreement with Castrovilla, Inc. wherein Energy purchased all of the issued and outstanding shares of Castrovilla, Inc. for 1,011,095 shares of restricted common stock of Blue Earth, Inc. These shares were valued based on the quoted market price on the effective date of the transaction, January 1, 2011, at $1.90 per share, or $1,921,081. | |||||||||||||
Immediately after the transaction, Energy ceased to exist and Castrovilla, Inc. became the surviving corporation, a wholly owned subsidiary of Blue Earth Energy Management Services, Inc.. Simultaneous with this purchase, Energy entered into an asset purchase agreement with Humitech of NC, LLC, “Humitech”, whereby the assets of Humitech and certain related liabilities were sold to Energy for $150,000 cash and 267,857 restricted common shares of Blue Earth, Inc. valued based on the quoted market price on the effective date of the transaction, January 1, 2011, at $1.90 per share or $508,928. The purchase resulted in a distributorship asset and customer base of $2,458,250. The reason for the purchase was to expand the Company’s energy efficiency operations. According to the purchase method of accounting, the acquisition was recorded as follows: | |||||||||||||
Purchase Price | Shares | Price | Total | ||||||||||
Castrovilla | 1,011,095 | $ | 1.9 | 1,921,081 | |||||||||
Humitech | 267,857 | $ | 1.9 | 508,928 | |||||||||
Cash | 150,000 | ||||||||||||
Total Purchase Price | $ | 2,580,009 | |||||||||||
Assets at Fair Value | |||||||||||||
Cash | $ | 466,620 | |||||||||||
Accounts receivable | 325,199 | ||||||||||||
Inventory | 150,627 | ||||||||||||
Property and equipment | 53,088 | ||||||||||||
Other assets | 115,804 | ||||||||||||
Distributorship and customer base | 2,458,250 | ||||||||||||
Total Assets | $ | 3,569,588 | |||||||||||
Liabilities Assumed at Fair Value | |||||||||||||
Accounts payable and accrued expenses | $ | 414,314 | |||||||||||
Notes payable | 575,265 | ||||||||||||
Total Liabilities | $ | 989,579 | |||||||||||
Cash | 150,000 | ||||||||||||
Equity | 2,430,009 | ||||||||||||
Total Liabilities and Equity | $ | 3,569,588 | |||||||||||
The Company has recognized revenues of $3,858,020 for the year ended December 31, 2011 for Castrovilla. The Company has recognized a net loss $608,367 for the year ended December 31, 2011 for Castrovilla. | |||||||||||||
In the acquisition the Company issued an aggregate of 1,011,095 shares of its Common Stock, initially valued at $1.68 per share or $1,700,000 on the date the agreement was made, to the stockholders of Castrovilla, Inc. in exchange for all of the outstanding capital stock of Castrovilla, Inc. All of the 1,279,762 shares issued in the Castrovilla Acquisition (collectively, the “Company Shares”) are subject to Lock-up/Leak-out and Guaranty Agreements, as amended. The two Castrovilla, Inc. stockholders, John Pink, who continues as President of Castrovilla, Inc. and Adam Sweeney, together with Humitech (the “Stockholders”) could not sell any of the Company Shares for a six-month period beginning on the Effective Date of the Plan of January 1, 2011 and ending on June 30, 2011. Thereafter and ending June 30, 2013, the three stockholders may sell up to 2,461 Company Shares per trading day in the aggregate until all Company Shares are sold (the “Lock-up Period”). | |||||||||||||
The Company contingently guaranteed (the “Guaranty”) to the Stockholders the net sales price of $1.68 per share, provided the Stockholders are in compliance with the terms and conditions of the Lock-up Agreement and the hereinafter described performance criteria are met. | |||||||||||||
A number of shares equal in value to fifty percent (50%) of the profits, if any, from the sale of shares above $3.36 per share during the Lock-up Period will be returned to the Company. Any deficit from sales below $1.68 per share shall be paid (i) 50% in cash, and (ii) the remaining 50% in either cash or shares of Common Stock of the Company provided certain Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) performance criteria are achieved as discussed in the next paragraph (at their then current fair market value, or any combination thereof, at the sole discretion of the party making the payment). | |||||||||||||
In the event that Castrovilla Inc.'s EBITDA during the Lock-up Period is less than the budgeted amount of $722,000 of EBITDA per year for each of the years ended December 31, 2012 and 2013, the $1.68 per share guaranteed price shall be decreased by the same percentage decrease that EBITDA is below the projected $722,000 of EBITDA. All of such calculations will be in accordance with GAAP and derived from the Company’s reviewed financial statements for the first three fiscal quarters of the fiscal year and audited financial statements for the full year. The targeted EBITDA for the 12-month period from July 1, 2011 to June 30, 2012 is $722,000, or $180,500 per quarter (the quarterly rate of $180,500 is a constant for each quarter through to the end of the Lock-up/Guarantee period). Therefore, the Targeted EBITDA for the 12-months ended December 31, 2011, was $722,000. The targeted EBITDA for each subsequent 12 month period shall be $722,000, which shall be compared to the actual performance for the most recent 12 month reporting period as illustrated above and multiplied times $1.68 to arrive at the guaranteed share price, if any. These targeted amounts may be reduced if a majority of the Board of Directors agree on budget changes which require an acceleration of expenses thereby affecting a current year’s budgeted EBITDA. No adjustment in the targeted amounts for guarantee purposes will be made. | |||||||||||||
In addition, under the Plan, the Company paid $50,000 to an unaffiliated third party for an existing obligation of Castrovilla, Inc. The above described Castrovilla Acquisition was completed on January 19, 2011, with an effective date of January 1, 2011. Pursuant to the terms and conditions of the Plan described above, Castrovilla Energy, Inc., a wholly-owned subsidiary of the Company, was merged with and into Castrovilla, Inc., the Surviving Corporation, on January 21, 2011. | |||||||||||||
Xnergy, Inc. and Subsidiary | |||||||||||||
On September 7, 2011 the Company acquired 100% of the outstanding common stock of Xnergy, Inc. and its wholly-owned subsidiary HVAC Controls & Specialties, Inc., a Carlsbad, California based energy services company (“Xnergy’). Simultaneously, the Company purchased all of the membership interests of ecoLegacy, LLC (“eco”), a California limited liability company, which serves as a financing vehicle for Xnergy. Xnergy provides a broad range of energy solutions including specialized mechanical engineering and the design, construction and implementation of energy savings projects, energy conservation, energy infrastructure outsourcing, power generation and energy supply and risk management. Xnergy also provides comprehensive maintenance and service programs, including every aspect of heating, ventilation and air-conditioning (HVAC), mechanical systems for design-build to repair and retrofit services. | |||||||||||||
Xnergy had an alternative energy project pipeline opportunity of approximately $585 million. The projects are all located in California and the target clients are those that have a premium credit rating and have large energy needs. These candidates include hotels/casinos, industrial manufacturing, life sciences, telecommunications, medical, churches, pharma and public facilities. The $585 million alternative energy project pipeline is comprised of designing, building, implementing and servicing three cutting-edge alternative energy technologies: Solar PV, Geothermal and Fuel Cells, all of which is subject to obtaining project financing. | |||||||||||||
The Company issued 4,500,000 shares of its common stock for all of the outstanding shares of Xnergy valued at $3.00 per share in the merger agreement. However, the common shares were subsequently valued at $1.72 per share for accounting purposes based upon the average closing price of the Company’s common stock from September 8, 2011 through trading on September 26, 2011. The Company also assumed the obligation of $1,415,088 due to a former shareholder of Xnergy for the purchase of his shares by the exchanging shareholders of Xnergy. The Company assumed $143,681 of debt as the consideration for the purchase of ecoLegacy, a California limited liability company. Hence, for valuation purposes, the proper price/share for accounting purposes is $1.72/share or $7,740,000 for the shares plus the cash component as stated above. | |||||||||||||
The purchase resulted in a distributorship asset and customer base of $9,137,225. The reason for the purchase was to expand the Company’s energy efficiency operations. According to the purchase method of accounting, the acquisition was recorded as follows: | |||||||||||||
Purchase Price | Shares | Price | Total | ||||||||||
Xnergy, Inc. and HVAC Controls & Specialties, Inc. | 4,500,000 | $ | 1.72 | $ | 7,740,000 | ||||||||
Assets at Fair Value | |||||||||||||
Cash | $ | 1,442,319 | |||||||||||
Receivables | 710,437 | ||||||||||||
Other current assets | 150,278 | ||||||||||||
Property and equipment | 86,548 | ||||||||||||
Related party receivable | 2,632,192 | ||||||||||||
Customer base | 9,137,225 | ||||||||||||
Total Assets | $ | 14,158,999 | |||||||||||
Liabilities Assumed at Fair Value | |||||||||||||
Accounts payable | $ | 379,227 | |||||||||||
Accrued liabilities | 1,606,074 | ||||||||||||
Notes payable | 4,433,698 | ||||||||||||
Total Liabilities | $ | 6,418,999 | |||||||||||
Equity | 7,740,000 | ||||||||||||
Total Liabilities and Equity | $ | 14,158,999 | |||||||||||
The Company has recognized revenues of $1,457,643 for the four months ended December 31, 2011 for Xnergy and HVAC. The Company has recognized a net loss $962,723 for the four months ended December 31, 2011 for Xnergy and HVAC. | |||||||||||||
The table below presents, on a retroactive basis the condensed consolidated statements of operations for the periods presented to include the operations of Castrovilla and Xnergy. In the above referenced acquisitions Castrovilla and Xnergy were not considered the predecessor for accounting purposes. The pro forma condensed consolidated statements of operations are presented below for comparative purposes and to provide additional information and disclosure to the reader. | |||||||||||||
Pro forma Condensed Consolidated Statement of Operations | |||||||||||||
December 31, | |||||||||||||
2011 | |||||||||||||
Revenues | $ | 8,682,109 | |||||||||||
Net Loss | $ | -7,244,198 | |||||||||||
IPS Power Engineering, Inc. | |||||||||||||
As of July 15, 2013, the Company, together with its wholly-owned subsidiary IPS Acquisition Corp., simultaneously entered into and completed an Agreement and Plan of Merger (the “Agreement”) dated as of July 15, 2013, with IPS Power Engineering Inc. (“IPS”), Global Renewable Energy Group, Inc. (“GREG”) and the Stockholders of IPS and GREG (the “Acquisitions”). IPS is an EPCM company (engineering, procurement, construction and management) and GREG is an affiliated renewable energy company, which companies specialize in the combined heat and power (“CHP”) alternative energy space. The Company plans to build seven power plants and sell the thermal and electric power generated to one large customer and to local utilities through long-term power purchase agreements. Pursuant to the terms of the Agreement, an aggregate of 15,550,000 shares of Blue Earth Common Stock (the “Merger Consideration”) was issued to the former stockholders of IPS and GREG (the “Stockholders”). The Merger Consideration was determined by the parties based on the mutually agreed upon future revenues and earnings forecast prepared by management of IPS and GREG. The Merger Consideration consists of: 5,000,000 Blue Earth shares issued at closing to the Stockholders, which vested immediately but are subject to lock-up agreements; 150,000 Blue Earth shares issued as a finder’s fees; and 10,500,000 Blue Earth shares issued at closing to the Stockholders, and held in escrow, and which will be released at the rate of 1,500,000 Blue Earth shares per Initial Project (as defined) on the date that each of the Initial Projects or substituted similar value as mutually agreed to by Blue Earth and IPS, commences producing commercial power subject to the terms and conditions of the Lock-Up Agreements. At the Closing the Stockholders exchanged 100% of the outstanding shares of IPS and GREG for the Merger Consideration. Through the Agreement, IPS Acquisition Corp. and GREG merged with and into IPS, with IPS as the surviving entity, in accordance with the Utah Revised Business Corporation Act. IPS will be operated as a wholly-owned subsidiary of the Company. The common shares were valued at $2.84 per share for accounting purposes based upon the 10 day average closing price of the Company’s common stock preceding the closing of the transaction. Also, in connection with employment agreements entered into with the officers of IPS, the Company granted an aggregate of 6,000,000 warrants with an exercise price of $1.18 per share and term of 10 years. 400,000 of these warrants vest upon the commencement of power production for each of the first seven cogeneration plants with 125,000 additional warrants vesting upon the commencement of power production for each subsequent plant. Accordingly, the expense related to these warrants will be recorded when they vest. | |||||||||||||
The purchase resulted in a construction in progress asset of $44,029,229. The reason for the purchase was to expand the Company’s energy efficiency operations. According to the purchase method of accounting, the acquisition was recorded as follows: | |||||||||||||
Purchase Price | Shares | Price | Total | ||||||||||
IPS Power Engineering, Inc. and Global Renewal Energy Group, Inc. | 15,500,000 | $ | 2.84 | $ | 44,035,500 | ||||||||
Assets at Fair Value | |||||||||||||
Cash | $ 2,733 | ||||||||||||
Accounts receivable | 2,500 | ||||||||||||
Prepaid expenses | 665 | ||||||||||||
Property and equipment | 3,725 | ||||||||||||
Construction in progress | 44,029,229 | ||||||||||||
Total Assets | $ | 44,038,852 | |||||||||||
Liabilities Assumed at Fair Value | |||||||||||||
Accounts payable and accrued expenses | $ | 3,352 | |||||||||||
Equity | $ | 44,035,500 | |||||||||||
Total Liabilities and Equity | $ | 44,038,852 | |||||||||||
The Company has recognized revenues of $11,444 for the year ended December 31, 2013 for IPS and GREG. The Company has recognized a net loss $319,931 for the year ended December 31, 2013 for IPS and GREG. | |||||||||||||
Intelligent Power, Inc. | |||||||||||||
As of July 24, 2013 the Company, together with its wholly-owned subsidiary Intelligent Power Acquisition, Inc. simultaneously entered into and completed an Agreement and Plan of Merger (the “Agreement”), with Intelligent Power, Inc. (“IP”), and the Stockholders of IP (the “Acquisition”). IP owns patented demand response, cloud based, real-time energy management technology. Pursuant to the terms of the Agreement, an aggregate of 1,383,400 shares of the Company’s Common Stock (the “Merger Consideration”) was issued to the former stockholders of IP (the “Stockholders”). At the Closing the Stockholders exchanged 100% of the outstanding shares of IP for the Merger Consideration. Through the Agreement, Intelligent Power Acquisition, Inc. merged with and into IP, with IP as the surviving entity, in accordance with the Oregon Business Corporations Act. IP will be operated as a wholly- owned subsidiary of the Company. The common shares were valued at $2.88 per share for accounting purposes based upon the 10 day average closing price of the Company’s common stock preceding the closing of the transaction. | |||||||||||||
The purchase resulted in a patent and technology asset of $4,147,832. The reason for the purchase was to expand the Company’s energy efficiency operations. According to the purchase method of accounting, the acquisition was recorded as follows: | |||||||||||||
Purchase Price | Shares | Price | Total | ||||||||||
Intelligent Power, Inc. | 1,383,400 | $ | 2.88 | $ | 3,984,192 | ||||||||
Assets at Fair Value | |||||||||||||
Cash | $ | 911 | |||||||||||
Prepaid expenses | 2,000 | ||||||||||||
Property and equipment | 3,464 | ||||||||||||
Patent costs | 48,442 | ||||||||||||
Technology | 4,147,832 | ||||||||||||
Total Assets | $ | 4,202,649 | |||||||||||
Liabilities Assumed at Fair Value | |||||||||||||
Accounts payable | $ | 14,600 | |||||||||||
Accrued liabilities | 203,857 | ||||||||||||
Total Liabilities | $ | 218,457 | |||||||||||
Equity | 3,984,192 | ||||||||||||
Total Liabilities and Equity | $ | 4,202,649 | |||||||||||
The Company has recognized revenues of $0 for the year ended December 31, 2013 for IP. The Company has recognized a net loss $556,775 for the year ended December 31, 2013 for IP. | |||||||||||||
Millennium Power Solutions, LLC | |||||||||||||
As of August 23, 2013, the Company, together with its wholly-owned subsidiary MPS Acquisition Corp., simultaneously entered into and completed an Agreement and Plan of Merger (the “Agreement”) Millennium Power Solutions LLC (“MPS”) and the Key Members of MPS (the “Acquisition”). MPS designs and manufactures intelligent, digital, rechargeable battery products and backup systems with twice the energy of lead acid batteries in a smaller space. The environmentally friendly product is completely recyclable with no issues of hazardous out-gassing, corrosion, flammable or explosive characteristics. The initial, patent pending, intelligent Battery Backup System designed and manufactured by MPS was created for signalized intersections when loss of utility power occurs. The UltraPower Stealth Battery Backup System (UPStealthTM ) can be formed in various configurations that allow the intelligent battery to bend around corners and fit into spaces that cannot be accessed by traditional battery backup systems. Pursuant to the terms of the Agreement, an aggregate of 3,694,811 shares of the Company’s common stock (the “Merger Consideration”) was issued to the former members of MPS (the “Members”). In addition, the principals of MPS are entitled to receive a per-year earn-out equal to ten (10%) percent of the profits of MPS as a separate wholly-owned subsidiary of the Company payable in shares of the Company’s common stock valued at the then current fair market value. The earn-out is limited to a five year period and has an aggregate cap of $3,572,199. At the closing the stockholders exchanged 100% of the outstanding membership interests of MPS for the Merger Consideration. Through the Agreement, MPS Acquisition Corp. was merged with and into MPS, with MPS as the surviving entity, in accordance with the Oregon Business Corporations Act. | |||||||||||||
Purchase Price | Shares | Price | Total | ||||||||||
Millennium Power Solutions, LLC | 3,694,811 | $ | 2.95 | $ | 10,899,692 | ||||||||
Assets at Fair Value | |||||||||||||
Cash | $ | 531,460 | |||||||||||
Receivables | 35,019 | ||||||||||||
Inventory | 113,138 | ||||||||||||
Property and equipment | 203,756 | ||||||||||||
Battery technology | 10,039,872 | ||||||||||||
Total Assets | $ | 10,923,245 | |||||||||||
Liabilities Assumed at Fair Value | |||||||||||||
Accounts payable | $ | 21,894 | |||||||||||
Accrued liabilities | 1,659 | ||||||||||||
Total Liabilities | $ | 23,553 | |||||||||||
Equity | 10,899,692 | ||||||||||||
Total Liabilities and Equity | $ | 10,923,245 | |||||||||||
The common shares were valued at $2.95 per share for accounting purposes based upon the 10 day average closing price of the Company’s common stock preceding the closing of the transaction. | |||||||||||||
The Company has recognized revenues of $107,253 for the year ended December 31, 2013 for MPS. The Company has recognized a net loss $236,014 for the year ended December 31, 2013 for MPS. | |||||||||||||
The table below presents, on a retroactive basis the condensed consolidated statements of operations for the periods presented to include the operations of IPS, GREG, IP and MPS. In the above referenced acquisitions IPS, GREG, IP and MPS were not considered the predecessor for accounting purposes. The pro forma condensed consolidated statements of operations are presented below for comparative purposes and to provide additional information and disclosure. | |||||||||||||
Pro forma Condensed Consolidated Statement of Operations | |||||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Revenues | $ | 10,466,736 | |||||||||||
Net Loss | $ | -26,615,595 | |||||||||||
December 31, | |||||||||||||
2012 | |||||||||||||
Revenues | $ | 8,566,660 | |||||||||||
Net Loss | $ | -11,170,308 | |||||||||||
The Company determined the acquisition date fair value of the assets acquired in the preceding transactions based upon the discounted future cash flows of the construction in progress or technology acquired. | |||||||||||||
Operating_Segments
Operating Segments | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Notes | ' | |||||||||||
Operating Segments | ' | |||||||||||
NOTE 18 - OPERATING SEGMENTS | ||||||||||||
Operating segments are defined as components of an enterprise about which separate and discreet financial information is available and is evaluated regularly by the chief operating decision-maker in assessing performance and determining how to best allocate Company resources. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability and cash flows of each respective segment. | ||||||||||||
The Company has two principal operating segments: (1) construction of alternative energy facilities, and (2) energy efficiency remediation. These operating segments were delineated based on the nature of the products and services offered. | ||||||||||||
The Company evaluates the financial performance of the respective segments based on several factors, of which the primary measure is business segment income before taxes. The accounting policies of the business segments are the same as those described in ‘‘Note 2: Significant Accounting Policies.’’ All significant intercompany transactions and balances have been eliminated. The following tables show the operations of the Company’s reportable segments for the years ended December 31, 2013, 2012 and 2011: | ||||||||||||
Energy | Construction and | |||||||||||
Efficiency | Maintenance | Corporate | Consolidated | |||||||||
31-Dec-13 | ||||||||||||
Revenues | $ | 3,366,037 | $ | 6,656,828 | $ | 282,871 | $ | 10,305,736 | ||||
Cost of sales | 1,537,749 | 5,534,754 | 93,961 | 7,166,464 | ||||||||
Depreciation and amortization | 517,973 | 1,888,059 | 339,094 | 2,745,126 | ||||||||
General and administrative | 2,756,496 | 2,991,800 | 20,004,540 | 25,752,836 | ||||||||
Other income (expense) | -29,191 | -1,697 | 112,425 | 81,537 | ||||||||
Net income (loss) | $ | -1,475,372 | $ | -3,759,482 | $ | -20,042,299 | $ | -25,277,153 | ||||
Total assets | $ | 915,612 | $ | 6,610,949 | $ | 78,904,205 | $ | 86,430,766 | ||||
Energy | Construction and | |||||||||||
Efficiency | Maintenance | Corporate | Consolidated | |||||||||
31-Dec-12 | ||||||||||||
Revenues | $ | 3,444,821 | $ | 5,022,144 | $ | -- | $ | 8,466,965 | ||||
Cost of sales | 2,153,694 | 3,456,142 | -- | 5,609,836 | ||||||||
Depreciation and amortization | 511,981 | 1,876,904 | 143,788 | 2,745,126 | ||||||||
General and administrative | 2,302,447 | 2,482,062 | 6,850,707 | 11,635,216 | ||||||||
Other (expense) | -34,023 | 12,466 | 1,691,739 | 1,670,182 | ||||||||
Net income (loss) | $ | -1,557,324 | $ | -2,780,498 | $ | -5,302,756 | $ | -9,640,578 | ||||
Total assets | $ | 865,746 | $ | 3,713,170 | $ | 10,368,030 | $ | 14,946,946 | ||||
Energy | Construction and | |||||||||||
Efficiency | Maintenance | Corporate | Consolidated | |||||||||
31-Dec-11 | ||||||||||||
Revenues | $ | 3,861,534 | $ | 1,052,584 | $ | -- | $ | 4,914,118 | ||||
Cost of sales | 1,593,299 | 966,246 | -- | 2,559,545 | ||||||||
Depreciation and amortization | 542,110 | 629,148 | 38,511 | 1,209,769 | ||||||||
General and administrative | 2,786,623 | 1,002,834 | 10,505,378 | 14,294,835 | ||||||||
Other (expense) | -39,519 | -7,589 | -803,209 | -850,317 | ||||||||
Net income (loss) | $ | -1,100,017 | $ | -1,553,233 | $ | -11,347,098 | $ | -14,000,348 | ||||
Total assets | $ | 1,281,437 | $ | 1,518,422 | $ | 11,282,926 | $ | 14,082,785 | ||||
Discontinued_Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Discontinued Operations | ' |
NOTE 19 - DISCONTINUED OPERATIONS | |
On January 24, 2014, the Company entered into an Acquisition Agreement (the Agreement). Pursuant to the Agreement, the buyers purchased from the Company, all of the issued and outstanding common stock of HVAC Controls Specialties, Inc. (HVAC), its wholly-owned subsidiary. The purchase price for HVAC was $160,000 to be paid as follows: $40,000 for the release of accrued compensation, $30,000 for the assumption of the debts of HVAC and $90,000 in the form of a promissory note. Accordingly, the Company’s financial statements have been retroactively restated for all periods presented to reflect the assets, liabilities and operations of HVAC as discontinued. | |
Revenues of the discontinued operations were $2,252,245, $1,499,108 and $405,059 during the years ended December 31, 2013, 2012 and 2011, respectively. | |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Subsequent Events | ' |
NOTE 20 - SUBSEQUENT EVENTS | |
Issuances of Common Stock | |
On January 2, 2014 the Company issued 150,000 shares of its common stock to consultants for services valued at $2.53 per share. On January 16, 2014 the Company issued 135,520 shares of common stock upon the conversion of 12,100 shares of its Series C preferred stock and accrued dividends of $38,356. On January 17, 2014 the Company issued 100,000 shares upon the exercise of warrants for cash of $1,000. On January 29, 2014 the Company issued 89,600 shares of common stock upon the conversion of 8,000 shares of its Series C preferred stock and accrued dividends of $16,552. On February 3, 2014 the Company issued 33,600 shares of common stock upon the conversion of 3,000 shares of its Series C preferred stock and accrued dividends of $17,217. On February 12, 2014 the Company issued 50,000 shares of its common stock to consultants for services valued at $2.63 per share. On February 13, 2014 the Company issued 56,000 shares of common stock upon the conversion of 5,000 shares of its Series C preferred stock and accrued dividends of $17,275. On February 18, 2014 the Company issued 25,090 shares of its common stock to a consultant for services valued at $2.69 per share. On February 19, 2014 the Company issued 62,264 shares upon the exercise of warrants per the terms of the consulting agreement. | |
On January 31, 2014, the Company entered into a two-year employment agreement with Donald R. Kendall, Jr. which shall be automatically extended for one-year periods unless terminated by either party on at least thirty (30) days’ prior written notice. There is no specific time requirement under the contract. Mr. Kendall is being compensated at the rate of $120,000 per annum. He received an aggregate of 1,300,000 stock options under his employment contract (plus 200,000 shares for his personal goodwill) exercisable at $2.00, the fair market value of the Company’s common stock, when the purchase price was agreed to on December 4, 2013. The Company agreed to negotiate in good faith success fees for transactions he introduces or for which Kendall is actively involved. Mr. Kendall is entitled to a year’s severance pay, plus earned bonuses if his contract is terminated by him for good reason (as defined) or if he is terminated without cause (as defined). Kendall is subject to a non-compete and non-solicitation for the longer of the period he is employed by the Company or for two years from the execution of his employment agreement. | |
Acquisitions | |
On February 12, 2014 the Company issued an aggregate of 1,750,000 shares of its common stock (including 1,725,000 shares for personal goodwill) to acquire all of the outstanding shares of Kenmont Solutions Capital GP, LLC a company owned by Donald Kendall, Jr. Thereupon the Company formed Blue Earth Capital, Inc. to operate as its finance raising subsidiary. The shares were valued at $2.63 per share. | |
Dispositions | |
The above-described sale of HVAC was completed effective January 24, 2014. | |
In accordance with ASC 855, the Company evaluated subsequent events through the date these financial statements were issued. There were no additional material subsequent events that required recognition or additional disclosure in these financial statements. |
Significant_Accounting_Policie1
Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Use of Estimates | ' |
Use of Estimates | |
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require management to make certain estimates, judgments and assumptions. Management believes that the estimates, judgments and assumptions upon which they rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. Significant estimates include the estimates of depreciable lives and valuation of property and equipment, valuation and amortization periods of intangible assets, valuation of derivatives, valuation of payroll tax contingencies, valuation of share-based payments, and the valuation allowance on deferred tax assets. |
Significant_Accounting_Policie2
Significant Accounting Policies: Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Principles of Consolidation | ' |
Principles of Consolidation | |
The consolidated financial statements for 2013 reflect the financial position and operations of the Company and its wholly- owned subsidiaries, Blue Earth Tech, Inc. (BET), Castrovilla, Inc. (Castrovilla), Blue Earth Energy Management, Inc. (BEEM), Blue Earth Energy Partners, LLC. (BEEP), Ecolegacy Gas & Power, LLC (Eco), Xnergy, Inc. (Xnergy), Blue Earth Energy Management Services, Inc. (BEEMS), Blue Earth Finance, Inc. (BEF), IPS Power Engineering, Inc. (IPS), Intelligent Power, Inc. (IP), and Millennium Power Solutions, LLC (MPS). The consolidated financial statements for 2012 reflect the financial position and operations of the Company and its wholly- owned subsidiaries, Blue Earth Tech, Inc. (BET), Castrovilla, Inc., (Castrovilla), Blue Earth Energy Management, Inc. (BEEM), Ecolegacy Gas & Power, LLC (Eco), Xnergy, Inc. (Xnergy), Blue Earth Energy Management Services, Inc. (BEEMS) and Blue Earth Finance, Inc. (BEF). For the year ended December 31, 2011, the consolidated financial statements included the accounts of Blue Earth Tech, Inc, Castrovilla, Inc. and Blue Earth Energy Management, Inc. The 2011 consolidated financial statements also include the accounts of Ecolegacy, LLC and Xnergy, Inc. from September 1, 2011. The Company’s subsidiary HVAC Controls and Specialties, Inc. was disposed of subsequent to December 31, 2013 and is classified as discontinued operations in all periods presented. |
Significant_Accounting_Policie3
Significant Accounting Policies: Intangible Assets, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Intangible Assets, Policy | ' |
Intangible Assets | |
The Company records the purchase of intangible assets not purchased in a business combination in accordance with the ASC Topic 350 and records intangible assets acquired in a business combination in accordance with ASC Topic 805. In connection with the purchases of IP, MPS, Castrovilla. and Xnergy, the Company has recorded $26,501,859 as the value of customer contracts and technology. These amounts are being amortized over their estimated useful lives of 5 years for customer contracts and 17 years for technology. The Company recorded amortization expense of $2,617,618, $2,342,178 and $1,100,798 during the years ended December 31, 2013, 2012 and 2011, respectively. Annual amortization expense will be $3,153,666 through 2016 when it will fall to $834,571 through 2030. |
Significant_Accounting_Policie4
Significant Accounting Policies: Accounts Receivable, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Accounts Receivable, Policy | ' |
Accounts Receivable | |
The Company records accounts receivable related to its construction contracts based on billings or on amounts due under the contractual terms. Accounts receivable throughout the year may decrease based on payments received, credits for change orders, or back charges incurred. | |
Management reviews accounts receivable periodically to determine if any receivables will potentially be uncollectible. Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, economic conditions, and our historical write-off experience, net of recoveries. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company’s allowance for doubtful accounts was $63,709, $27,427 and $171,176 as of December 31, 2013, 2012 and 2011, respectively. |
Significant_Accounting_Policie5
Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Cash and Cash Equivalents, Policy | ' |
Cash and Cash Equivalents | |
The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2013, 2012 and 2011. |
Significant_Accounting_Policie6
Significant Accounting Policies: Property and Equipment, Policy (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Policies | ' | |
Property and Equipment, Policy | ' | |
Property and Equipment | ||
Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the estimated useful lives of the assets per the following table. Expenditures for additions and improvements are capitalized while repairs and maintenance are expensed as incurred. | ||
Category | Depreciation Term | |
Leasehold improvements | 39 years or term of lease | |
Computer and office equipment | 3-5 years | |
Equipment and tools | 5-10 years | |
Vehicles | 5 years | |
Significant_Accounting_Policie7
Significant Accounting Policies: Long-Lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Long-Lived Assets | ' |
Long-Lived Assets | |
Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets in accordance with ASC Topic 360, which generally requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, a significant decline in the Company’s stock price for a sustained period of time, and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair market value of the assets. |
Significant_Accounting_Policie8
Significant Accounting Policies: Fair Value Measurements, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Fair Value Measurements, Policy | ' |
Fair Value Measurements | |
On January 1, 2008, the Company adopted the provisions of ASC Topic 820 “Fair Value Measurements and Disclosures”. ASC Topic 820 defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. Excluded from the scope of ASC Topic 820 are certain leasing transactions accounted for under ASC Topic 840, “Leases.” The exclusion does not apply to fair value measurements of assets and liabilities recorded as a result of a lease transaction, but measured pursuant to other pronouncements within the scope of ASC Topic 820. |
Significant_Accounting_Policie9
Significant Accounting Policies: Reserve for Warranty (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Reserve for Warranty | ' |
Reserve for Warranty | |
The Company has accrued a reserve for the estimated cost of completing warranted services. The reserve is $65,590, $1,717 and $25,241 as of December 31, 2013, 2012 and 2011 respectively. |
Recovered_Sheet1
Significant Accounting Policies: Advertising, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Advertising, Policy | ' |
Advertising | |
The Company conducts advertising for the promotion of its services. In accordance with ASC Topic 720-35-25, advertising costs are charged to operations when incurred. Advertising costs aggregated $111,495, $107,215 and $300,927 for the years ended December 31, 2013, 2012 and 2011, respectively. |
Recovered_Sheet2
Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Revenue Recognition | ' |
Revenue Recognition | |
The Company generates revenues from professional services contracts. Customers are billed, according to individual agreements. Revenues from professional services are recognized on a completed-contract basis, in accordance with ASC Topic 605-35, “Construction-Type and Production-Type Contracts.” Under the completed-contract basis, contract costs are recorded to a deferred asset account and billings and/or cash received are recorded to a deferred revenue liability account during the periods of construction. Costs include direct material, direct labor and subcontract labor. All revenues, costs, and profits are recognized in operations upon completion of the contract. A contract is considered completed when all costs except insignificant items have been incurred and final acceptance has been received from the customer. Corporate general and administrative expenses are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as incurred. For uncompleted contracts, the deferred asset (accumulated contract costs) in excess of the deferred liability (billings and/or cash received) is classified under current assets as costs in excess of billings on uncompleted contracts. The deferred liability (billings and/or cash received) in excess of the deferred asset (accumulated contract costs) is classified under current liabilities as billings in excess of costs on uncompleted contracts. Contract retentions are included in accounts receivable. |
Recovered_Sheet3
Significant Accounting Policies: Income Taxes, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Income Taxes, Policy | ' |
Income Taxes | |
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year, and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. A liability (including interest if applicable) is established in the consolidated financial statements to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Applicable interest is included as a component of income tax expense and income taxes payable. | |
ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2013, the tax years 2010 through 2013 remain open for IRS audit. The Company has received no notice of audit from the Internal Revenue Service for any of the open tax years. The provisions of ASC Topic 740-10-25-09, provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC Topic 740. Topic 740-10-25-09 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. |
Recovered_Sheet4
Significant Accounting Policies: Basic and Diluted Loss Per Share, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Basic and Diluted Loss Per Share, Policy | ' |
Basic and Diluted Loss Per Share | |
Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible preferred stock or other common stock equivalents. Options to purchase 1,011,290, 960,761 and 607,791 common shares and warrants to purchase 25,632,407, 19,807,876 and 16,020,366 common shares were outstanding at December 31, 2013, 2012 and 2011, respectively, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. These options and warrants may dilute future earnings per share. |
Recovered_Sheet5
Significant Accounting Policies: Stock-Based Compensation, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Stock-Based Compensation, Policy | ' |
Stock-Based Compensation | |
The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic No. 718. For employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the Black-Scholes method for stock options; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date shall equal the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. | |
The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. |
Recovered_Sheet6
Significant Accounting Policies: Comprehensive Income, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Comprehensive Income, Policy | ' |
Comprehensive Income | |
The Company has no items of other comprehensive income as of December 31, 2013, 2012 and 2011. |
Recovered_Sheet7
Significant Accounting Policies: Accounting for Derivatives (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Accounting for Derivatives | ' |
Accounting for Derivatives | |
The Company evaluates its options, warrants, preferred stock, or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liability at the fair value of the instrument on the reclassification date. |
Recovered_Sheet8
Significant Accounting Policies: Research and Development, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Research and Development, Policy | ' |
Research and Development | |
In accordance with ASC Topic 730, “Research and Development”, expenditures for research and development of the Company’s products and services are expensed when incurred, and are included in operating expenses. The Company recognized research and development costs of $252,597, $582 and $14,230, for the years ended December 31, 2013, 2012 and 2011, respectively. |
Recovered_Sheet9
Significant Accounting Policies: Inventory (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Inventory | ' |
Inventory | |
Inventory is recorded at the lower of cost or market (net realizable value) using the average cost method. The inventory on hand as of December 31, 2013, 2012 and 2011 (zero) and consists of motors, controllers, miscellaneous refrigeration parts and raw gasket material at costs of $383,799 (net of $-0- allowance ), $221,548 (net of $-0- allowance) and $473,451 (net of $25,000 allowance), respectively. The Company does not have any work in progress. |
Recovered_Sheet10
Significant Accounting Policies: Recent Accounting Pronouncements- (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Recent Accounting Pronouncements- | ' |
Recent Accounting Pronouncements | |
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or its financial statements. |
Recovered_Sheet11
Significant Accounting Policies: Property and Equipment, Policy: Schedule of Depreciation Term, Property and Equipment (Tables) | 12 Months Ended | |
Dec. 31, 2013 | ||
Tables/Schedules | ' | |
Schedule of Depreciation Term, Property and Equipment | ' | |
Category | Depreciation Term | |
Leasehold improvements | 39 years or term of lease | |
Computer and office equipment | 3-5 years | |
Equipment and tools | 5-10 years | |
Vehicles | 5 years |
Prepaid_Expenses_and_Deposits_1
Prepaid Expenses and Deposits, Notes: Schedule of Prepaid Expenses (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Tables/Schedules | ' | |||||||||||||
Schedule of Prepaid Expenses | ' | |||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Consulting fees (term 1-9 months) | $ | 1,680,818 | $ | 696,868 | $ | 440,038 | ||||||||
Rent ( term 1 month) | 14,534 | - | - | |||||||||||
Insurance (term 11 months) | 147,321 | 42,555 | 29,000 | |||||||||||
Deposits (term 1 month) | 94,070 | 182,494 | 71,213 | |||||||||||
Total prepaid expenses | $ | 1,936,743 | $ | 921,917 | $ | 540,251 |
Property_and_Equipment_Note_Sc
Property and Equipment, Note: Schedule of Major Classes of Assets (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Tables/Schedules | ' | |||||||||||||
Schedule of Major Classes of Assets | ' | |||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Office and computer equipment | $ | 323,185 | $ | 395,281 | $ | 395,281 | ||||||||
Software | 95,931 | - | - | |||||||||||
Manufacturing and installation equipment | 402,063 | 149,434 | 149,434 | |||||||||||
Leasehold improvements | 759,304 | 759,304 | 759,304 | |||||||||||
Vehicles | 262,011 | 213,940 | 230,879 | |||||||||||
Sub Total | 1,842,493 | 1,517,959 | 1,534,898 | |||||||||||
Accumulated Depreciation | -984,282 | -862,293 | -698,025 | |||||||||||
Net | $ | 858,212 | $ | 655,666 | $ | 836,873 |
Intangible_Assets_Note_Schedul
Intangible Assets, Note: Schedule of Intangible Assets (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Tables/Schedules | ' | |||||||||
Schedule of Intangible Assets | ' | |||||||||
2013 | 2012 | 2011 | ||||||||
Cost: | ||||||||||
Castrovilla customer base | $ | 2,533,164 | $ | 2,533,164 | $ | 2,533,164 | ||||
Xnergy customer base | 9,137,225 | 9,137,225 | 9,137,225 | |||||||
Intelligent Power patents | 4,147,832 | - | - | |||||||
Millenium Power battery technology | 10,039,872 | - | - | |||||||
Total Cost | 25,858,093 | 11,670,389 | 11,670,389 | |||||||
Accumulated Amortization: | ||||||||||
Castrovilla customer base | -1,474,950 | -983,300 | -491,650 | |||||||
Xnergy customer base | -4,264,038 | -2,436,594 | -609,148 | |||||||
Intelligent Power patents | -101,663 | - | - | |||||||
Millenium Power battery technology | -196,860 | - | - | |||||||
Total Accumulated Amortization | -6,037,513 | -3,419,894 | -1,100,799 | |||||||
Net | $ | 19,820,580 | $ | 8,250,495 | $ | 10,569,590 | ||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments, Note: Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Tables/Schedules | ' | ||||||||||||||||
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | ' | ||||||||||||||||
Total Carrying | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Value at | |||||||||||||||||
December 31, 2012/2013 | |||||||||||||||||
Liabilities: | |||||||||||||||||
Warrant derivative liability | $ | - | $ | - | $ | - | $ | - |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments, Note: Summary of Activity of Level 3 Liabilities (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Summary of Activity of Level 3 Liabilities | ' | |||
Balance at December 31, 2010 | $ | 1,288,159 | ||
Change in fair value 2011 | 749,166 | |||
Balance at December 31, 2011 | 2,037,325 | |||
Change in fair value 2012 | -2,037,325 | |||
Balance at December 31, 2012 | - | |||
Change in fair value 2013 | - | |||
Balance at December 31, 2013 | $ | - |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments, Note: Schdule of Assumptions used to Estimate Fair Value (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Schdule of Assumptions used to Estimate Fair Value | ' | |||
Assumptions | 31-Dec-11 | |||
Expected term (years) | 1.8 -9.7 | |||
Expected volatility | 152% | |||
Risk-free interest rate | 0.71% - 4.13% | |||
Dividend yield | 0.00% |
Commitments_and_Contingencies_
Commitments and Contingencies: Schedule of Future Minimum Lease Payments for Capital Leases (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Future Minimum Lease Payments for Capital Leases | ' | ||
Year | Amount | ||
2014 | $ | 449,532 | |
2015 | 419,532 | ||
2016 | 409,752 | ||
2017 | 363,972 | ||
2018 | 363,972 | ||
Thereafter | 3,432,000 | ||
Total | $ | 5,438,760 |
Stockholders_Equity_Note_Sched
Stockholders' Equity Note: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Tables/Schedules | ' | ||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | ' | ||||||||
2013 | 2012 | 2011 | |||||||
Expected term (years) | 5.0 - 10.0 | 5.0 - 10.0 | 5.0-10 | ||||||
Expected volatility | 101.49-103.25% | 94.45-116.86% | 160% | ||||||
Weighted-average volatility | 101.49-103.25% | 94.45-116.86% | 160% | ||||||
Risk-free interest rate | 3.64-3.99% | 0.23-1.53% | 3.99% | ||||||
Dividend yield | 0% | 0% | 0% | ||||||
Expected forfeiture rate | 0% | 0% | 0% |
Stockholders_Equity_Note_Sched1
Stockholders' Equity Note: Schedule of Stock Option Activity (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Tables/Schedules | ' | ||||||||||||||||
Schedule of Stock Option Activity | ' | ||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Average | Remaining | Aggregate | |||||||||||||||
No. of | Exercise | Contractual | Intrinsic | ||||||||||||||
Options | Price | Term | Value | ||||||||||||||
Balance Outstanding, December 31, 2010 | 298,500 | $ | 1 | 9.8 | |||||||||||||
Granted | 97,791 | 1.68 | 5 | ||||||||||||||
Granted | 450,000 | 1.72 | 10 | ||||||||||||||
Forfeited | -238,500 | 0.94 | 9 | ||||||||||||||
Balance Outstanding, December 31, 2011 | 607,791 | 1.63 | 9.8 | 1,018,089 | |||||||||||||
Granted | 52,720 | 1.37 | 10 | ||||||||||||||
Granted | 10,000 | 1.23 | 10 | ||||||||||||||
Granted | 175,000 | 1.27 | 10 | ||||||||||||||
Granted | 135,250 | 1.72 | 10 | ||||||||||||||
Exercised | -20,000 | 0.9 | 9.8 | ||||||||||||||
Balance Outstanding, December 31, 2012 | 960,761 | 1.58 | 8.2 | 1,520,695 | |||||||||||||
Granted | 10,000 | 2.3 | 10 | ||||||||||||||
Granted | 100,000 | 2.9 | 10 | ||||||||||||||
Expired | -52,720 | 1.37 | -- | ||||||||||||||
Exercised | -6,751 | 1.57 | -- | ||||||||||||||
Balance Outstanding, December 31, 2013 | 1,011,290 | $ | 1.85 | 8.22 | $ | 1,851,695 | |||||||||||
Exercisable, December 31, 2013 | 465,053 | $ | 1.6 | 7.97 | $ | 744,885 |
Stockholders_Equity_Note_Sched2
Stockholders' Equity Note: Schedule of Warrant Activity (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Tables/Schedules | ' | |||||||||||||
Schedule of Warrant Activity | ' | |||||||||||||
Weighted | ||||||||||||||
Weighted | Average | |||||||||||||
Average | Remaining | Aggregate | ||||||||||||
No. of | Exercise | Contractual | Intrinsic | |||||||||||
Warrants | Price | Term | Value | |||||||||||
Balance Outstanding, December 31, 2010 | 11,870,116 | $ | 2.31 | $ | 27,457,223 | |||||||||
Granted | 2,660,000 | 2.53 | 5 | |||||||||||
Forfeited | -18,000 | 1 | -- | |||||||||||
Granted | 1,489,250 | 3 | 1 | |||||||||||
Forfeited | -50,000 | 1.25 | -- | |||||||||||
Granted | 69,000 | 1.75 | 5 | |||||||||||
Balance Outstanding, December 31, 2011 | 16,020,366 | 2.53 | 2.78 | 33,801,473 | ||||||||||
Granted | 900,000 | 1.16 | 5 | |||||||||||
Granted | 700,000 | 1.33 | 5 | |||||||||||
Granted | 660,000 | 0.01 | 8 | |||||||||||
Granted | 75,000 | 0.1 | 10 | |||||||||||
Granted | 2,400,000 | 1 | 5 | |||||||||||
Granted | 1,415,260 | 3 | 1 | |||||||||||
Granted | 1,412,500 | 0.01 | 10 | |||||||||||
Granted | 146,750 | 1.75 | 5 | |||||||||||
Forfeited | -3,495,000 | -1.96 | -- | |||||||||||
Exercised | -427,000 | -0.47 | -6.31 | |||||||||||
Balance Outstanding, December 31, 2012 | 19,807,876 | 1.63 | 7.04 | 32,194,216 | ||||||||||
Granted | 3,600,000 | 1.18 | 10 | |||||||||||
Granted | 3,000,000 | 0.01 | 10 | |||||||||||
Granted | 2,400,000 | 1.18 | 10 | |||||||||||
Granted | 1,400,000 | 0.01 | 10 | |||||||||||
Granted | 1,000,000 | 1 | 10 | |||||||||||
Granted | 200,000 | 0.01 | 10 | |||||||||||
Granted | 200,000 | 2 | 5 | |||||||||||
Granted | 250,000 | 0.01 | 5 | |||||||||||
Granted | 2,300,000 | 0.01 | 10 | |||||||||||
Granted | 4,292,500 | 3 | 3 | |||||||||||
Granted | 4,029,154 | 6 | 3 | |||||||||||
Granted | 430,902 | 1.75 | 5 | |||||||||||
Forfeited | -9,276,906 | -2.4 | -- | |||||||||||
Exercised | -8,001,119 | -1.6 | -- | |||||||||||
Balance Outstanding December 31, 2013 | 25,632,407 | $ | 1.69 | 6.52 | $ | 40,983,200 | ||||||||
Exercisable, December 31, 2013 | 18,582,407 | $ | 2.23 | 5.4 | $ | 41,512,700 |
Income_Tax_Note_Schedule_of_Co
Income Tax Note: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Tables/Schedules | ' | ||||||||||
Schedule of Components of Income Tax Expense (Benefit) | ' | ||||||||||
2013 | 2012 | 2011 | |||||||||
Current (benefit) provision: federal | $ | -- | $ | -- | $ | -- | |||||
Current (benefit) provision: state | -- | -- | -- | ||||||||
Total current provision | -- | -- | -- | ||||||||
Deferred (benefit) provision | -- | -- | -- | ||||||||
Deferred (benefit) provision relating to reduction of valuation allowance | -- | -- | -- | ||||||||
Total deferred provision | -- | -- | -- | ||||||||
Total provision (benefit) for income taxes from continuing operations | $ | -- | $ | -- | $ | -- |
Income_Tax_Note_Schedule_of_De
Income Tax Note: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Tables/Schedules | ' | ||||||||||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||||||
Deferred tax assets: | 2013 | 2012 | 2011 | ||||||||||
Net operating loss carry forward | $ | 6,806,200 | $ | 3,736,000 | $ | 1,973,400 | |||||||
Capital loss carryover | 381,600 | 381,600 | 381,600 | ||||||||||
Allowance for doubtful accounts | 39,600 | 24,600 | 81,500 | ||||||||||
Related party accruals | 58,100 | 17,800 | -- | ||||||||||
Accrued vacation | 25,900 | 28,100 | 30,000 | ||||||||||
Depreciation | 43,600 | 35,800 | -- | ||||||||||
Allowance for obsolete inventory | -- | -- | 10,600 | ||||||||||
7,355,000 | 4,223,900 | 2,477,100 | |||||||||||
Less: valuation allowance | -7,355,000 | -4,223,900 | -2,477,100 | ||||||||||
Total deferred tax assets | -- | -- | -- | ||||||||||
Total deferred tax liabilities | -- | -- | -- | ||||||||||
Total net deferred tax assets (liabilities) | $ | -- | $ | -- | $ | -- |
Income_Tax_Note_Schedule_of_Ef
Income Tax Note: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Tables/Schedules | ' | ||||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||||
2013 | 2012 | 2011 | |||||||
Federal tax rate applied to loss before income taxes | 34.00% | 34.00% | 34.00% | ||||||
State income taxes, net of federal benefit | 3.50% | 3.50% | 3.50% | ||||||
Permanent differences | -0.50% | -0.90% | -0.90% | ||||||
Change in valuation allowance | -23.10% | -39.40% | -39.40% | ||||||
Other | -13.90% | 2.80% | 2.80% | ||||||
Income tax expense (benefit) | 0.00% | 0.00% | 0.00% |
Construction_in_Progress_Note_
Construction in Progress, Note: Summary of construction in progress-short term (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Tables/Schedules | ' | ||||||||
Summary of construction in progress-short term | ' | ||||||||
2013 | 2012 | 2011 | |||||||
Materials and Labor | $ | 2,044,150 | $ | 376,386 | $ | -- | |||
Designs and Permitting | 210,752 | 329,657 | -- | ||||||
Total | $ | 2,254,902 | $ | 706,043 | $ | -- |
Construction_in_Progress_Note_1
Construction in Progress, Note: Summary of construction in progress-long term (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Tables/Schedules | ' | ||||||||
Summary of construction in progress-long term | ' | ||||||||
2013 | 2012 | 2011 | |||||||
Designs for co-generation projects | $ | 44,035,500 | $ | -- | $ | -- | |||
Total | $ | 44,035,500 | $ | -- | $ | -- |
Related_Party_Transactions_Sch
Related Party Transactions: Schedule of Related Party Payables (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Related Party Payables | ' | ||
Amount of Principal | |||
Year | Payments Due | ||
2014 | $ | 1,337,151 | |
2015 | - | ||
2016 | - | ||
2017 | - | ||
2018 | - | ||
Thereafter | - | ||
Total | $ | 1,337,151 |
Accrued_Expenses_Note_Schedule
Accrued Expenses, Note: Schedule of Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Tables/Schedules | ' | ||||||||
Schedule of Accrued Expenses | ' | ||||||||
2013 | 2012 | 2011 | |||||||
Sales Tax Payable | $ | 11,802 | $ | 95,104 | $ | 178,224 | |||
Credit Cards Payable | 85,015 | 173,263 | 181,318 | ||||||
Accrued Interest Payable | 188,419 | 57,187 | - | ||||||
Payroll Taxes Payable | 11,852 | 155,464 | 19,348 | ||||||
Other | 125,368 | 32,396 | 8,000 | ||||||
Total | $ | 422,456 | $ | 513,414 | $ | 386,890 |
Long_Term_Debt_Note_Schedule_o
Long Term Debt, Note: Schedule of Contracts Payable (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Schedule of Contracts Payable | ' | |||
Amount of Principal Payments Due | ||||
2014 | $ | 4,476 | ||
2015 | - | |||
2015 | - | |||
2017 | - | |||
2018 | - | |||
Thereafter | - | |||
Total | $ | 4,476 |
Acquisition_of_Subsidiaries_Sc
Acquisition of Subsidiaries: Schedule of Business Acquisition, Castrovilla and Humitech (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Tables/Schedules | ' | |||||||||||
Schedule of Business Acquisition, Castrovilla and Humitech | ' | |||||||||||
Purchase Price | Shares | Price | Total | |||||||||
Castrovilla | 1,011,095 | $ | 1.9 | 1,921,081 | ||||||||
Humitech | 267,857 | $ | 1.9 | 508,928 | ||||||||
Cash | 150,000 | |||||||||||
Total Purchase Price | $ | 2,580,009 | ||||||||||
Assets at Fair Value | ||||||||||||
Cash | $ | 466,620 | ||||||||||
Accounts receivable | 325,199 | |||||||||||
Inventory | 150,627 | |||||||||||
Property and equipment | 53,088 | |||||||||||
Other assets | 115,804 | |||||||||||
Distributorship and customer base | 2,458,250 | |||||||||||
Total Assets | $ | 3,569,588 | ||||||||||
Liabilities Assumed at Fair Value | ||||||||||||
Accounts payable and accrued expenses | $ | 414,314 | ||||||||||
Notes payable | 575,265 | |||||||||||
Total Liabilities | $ | 989,579 | ||||||||||
Cash | 150,000 | |||||||||||
Equity | 2,430,009 | |||||||||||
Total Liabilities and Equity | $ | 3,569,588 |
Acquisition_of_Subsidiaries_Sc1
Acquisition of Subsidiaries: Schedule of Business Acquisition, Xenergy and HVAC (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Tables/Schedules | ' | ||||||||||
Schedule of Business Acquisition, Xenergy and HVAC | ' | ||||||||||
Purchase Price | Shares | Price | Total | ||||||||
Xnergy, Inc. and HVAC Controls & Specialties, Inc. | 4,500,000 | $ | 1.72 | $ | 7,740,000 | ||||||
Assets at Fair Value | |||||||||||
Cash | $ | 1,442,319 | |||||||||
Receivables | 710,437 | ||||||||||
Other current assets | 150,278 | ||||||||||
Property and equipment | 86,548 | ||||||||||
Related party receivable | 2,632,192 | ||||||||||
Customer base | 9,137,225 | ||||||||||
Total Assets | $ | 14,158,999 | |||||||||
Liabilities Assumed at Fair Value | |||||||||||
Accounts payable | $ | 379,227 | |||||||||
Accrued liabilities | 1,606,074 | ||||||||||
Notes payable | 4,433,698 | ||||||||||
Total Liabilities | $ | 6,418,999 | |||||||||
Equity | 7,740,000 | ||||||||||
Total Liabilities and Equity | $ | 14,158,999 |
Acquisition_of_Subsidiaries_Bu
Acquisition of Subsidiaries: Business Acquisition, Pro Forma Information (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Tables/Schedules | ' | |||||
Business Acquisition, Pro Forma Information | ' | |||||
December 31, | ||||||
2011 | ||||||
Revenues | $ | 8,682,109 | ||||
Net Loss | $ | -7,244,198 |
Acquisition_of_Subsidiaries_Sc2
Acquisition of Subsidiaries: Schedule of Business Acquisition, IPS Power Engineering and Global Renewal Energy Group (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Tables/Schedules | ' | ||||||||||||
Schedule of Business Acquisition, IPS Power Engineering and Global Renewal Energy Group | ' | ||||||||||||
Purchase Price | Shares | Price | Total | ||||||||||
IPS Power Engineering, Inc. and Global Renewal Energy Group, Inc. | 15,500,000 | $ | 2.84 | $ | 44,035,500 | ||||||||
Assets at Fair Value | |||||||||||||
Cash | $ 2,733 | ||||||||||||
Accounts receivable | 2,500 | ||||||||||||
Prepaid expenses | 665 | ||||||||||||
Property and equipment | 3,725 | ||||||||||||
Construction in progress | 44,029,229 | ||||||||||||
Total Assets | $ | 44,038,852 | |||||||||||
Liabilities Assumed at Fair Value | |||||||||||||
Accounts payable and accrued expenses | $ | 3,352 | |||||||||||
Equity | $ | 44,035,500 | |||||||||||
Total Liabilities and Equity | $ | 44,038,852 |
Acquisition_of_Subsidiaries_Sc3
Acquisition of Subsidiaries: Schedule of Business Acquisition, Intelligent Power (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Tables/Schedules | ' | ||||||||||
Schedule of Business Acquisition, Intelligent Power | ' | ||||||||||
Purchase Price | Shares | Price | Total | ||||||||
Intelligent Power, Inc. | 1,383,400 | $ | 2.88 | $ | 3,984,192 | ||||||
Assets at Fair Value | |||||||||||
Cash | $ | 911 | |||||||||
Prepaid expenses | 2,000 | ||||||||||
Property and equipment | 3,464 | ||||||||||
Patent costs | 48,442 | ||||||||||
Technology | 4,147,832 | ||||||||||
Total Assets | $ | 4,202,649 | |||||||||
Liabilities Assumed at Fair Value | |||||||||||
Accounts payable | $ | 14,600 | |||||||||
Accrued liabilities | 203,857 | ||||||||||
Total Liabilities | $ | 218,457 | |||||||||
Equity | 3,984,192 | ||||||||||
Total Liabilities and Equity | $ | 4,202,649 |
Acquisition_of_Subsidiaries_Sc4
Acquisition of Subsidiaries: Schedule of Business Acquisition, Millennium Power Solutions (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Tables/Schedules | ' | ||||||||||
Schedule of Business Acquisition, Millennium Power Solutions | ' | ||||||||||
Purchase Price | Shares | Price | Total | ||||||||
Millennium Power Solutions, LLC | 3,694,811 | $ | 2.95 | $ | 10,899,692 | ||||||
Assets at Fair Value | |||||||||||
Cash | $ | 531,460 | |||||||||
Receivables | 35,019 | ||||||||||
Inventory | 113,138 | ||||||||||
Property and equipment | 203,756 | ||||||||||
Battery technology | 10,039,872 | ||||||||||
Total Assets | $ | 10,923,245 | |||||||||
Liabilities Assumed at Fair Value | |||||||||||
Accounts payable | $ | 21,894 | |||||||||
Accrued liabilities | 1,659 | ||||||||||
Total Liabilities | $ | 23,553 | |||||||||
Equity | 10,899,692 | ||||||||||
Total Liabilities and Equity | $ | 10,923,245 |
Acquisition_of_Subsidiaries_Bu1
Acquisition of Subsidiaries: Business Acquisition, Pro Forma (Millenium) (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Business Acquisition, Pro Forma (Millenium) | ' | |||
December 31, | ||||
2013 | ||||
Revenues | $ | 10,466,736 | ||
Net Loss | $ | -26,615,595 | ||
December 31, | ||||
2012 | ||||
Revenues | $ | 8,566,660 | ||
Net Loss | $ | -11,170,308 | ||
The Company determined the acquisition date fair value of the assets acquired in the preceding transactions based upon the discounted future cash flows of the construction in progress or technology acquired. | ||||
Operating_Segments_Schedule_of
Operating Segments: Schedule of Segment Reporting Information, by Segment (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Tables/Schedules | ' | |||||||||||
Schedule of Segment Reporting Information, by Segment | ' | |||||||||||
Energy | Construction and | |||||||||||
Efficiency | Maintenance | Corporate | Consolidated | |||||||||
31-Dec-13 | ||||||||||||
Revenues | $ | 3,366,037 | $ | 6,656,828 | $ | 282,871 | $ | 10,305,736 | ||||
Cost of sales | 1,537,749 | 5,534,754 | 93,961 | 7,166,464 | ||||||||
Depreciation and amortization | 517,973 | 1,888,059 | 339,094 | 2,745,126 | ||||||||
General and administrative | 2,756,496 | 2,991,800 | 20,004,540 | 25,752,836 | ||||||||
Other income (expense) | -29,191 | -1,697 | 112,425 | 81,537 | ||||||||
Net income (loss) | $ | -1,475,372 | $ | -3,759,482 | $ | -20,042,299 | $ | -25,277,153 | ||||
Total assets | $ | 915,612 | $ | 6,610,949 | $ | 78,904,205 | $ | 86,430,766 | ||||
Energy | Construction and | |||||||||||
Efficiency | Maintenance | Corporate | Consolidated | |||||||||
31-Dec-12 | ||||||||||||
Revenues | $ | 3,444,821 | $ | 5,022,144 | $ | -- | $ | 8,466,965 | ||||
Cost of sales | 2,153,694 | 3,456,142 | -- | 5,609,836 | ||||||||
Depreciation and amortization | 511,981 | 1,876,904 | 143,788 | 2,745,126 | ||||||||
General and administrative | 2,302,447 | 2,482,062 | 6,850,707 | 11,635,216 | ||||||||
Other (expense) | -34,023 | 12,466 | 1,691,739 | 1,670,182 | ||||||||
Net income (loss) | $ | -1,557,324 | $ | -2,780,498 | $ | -5,302,756 | $ | -9,640,578 | ||||
Total assets | $ | 865,746 | $ | 3,713,170 | $ | 10,368,030 | $ | 14,946,946 | ||||
Energy | Construction and | |||||||||||
Efficiency | Maintenance | Corporate | Consolidated | |||||||||
31-Dec-11 | ||||||||||||
Revenues | $ | 3,861,534 | $ | 1,052,584 | $ | -- | $ | 4,914,118 | ||||
Cost of sales | 1,593,299 | 966,246 | -- | 2,559,545 | ||||||||
Depreciation and amortization | 542,110 | 629,148 | 38,511 | 1,209,769 | ||||||||
General and administrative | 2,786,623 | 1,002,834 | 10,505,378 | 14,294,835 | ||||||||
Other (expense) | -39,519 | -7,589 | -803,209 | -850,317 | ||||||||
Net income (loss) | $ | -1,100,017 | $ | -1,553,233 | $ | -11,347,098 | $ | -14,000,348 | ||||
Total assets | $ | 1,281,437 | $ | 1,518,422 | $ | 11,282,926 | $ | 14,082,785 |
Recovered_Sheet12
Significant Accounting Policies: Intangible Assets, Policy (Details) (USD $) | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2016 | |
Details | ' | ' | ' | ' |
Value of customer contracts and franchises | $26,501,859 | ' | ' | ' |
Amortization expense, intangible assets | 2,617,618 | 2,342,178 | 1,100,798 | ' |
Annual amortization expense | ' | ' | ' | $3,153,666 |
Recovered_Sheet13
Significant Accounting Policies: Accounts Receivable, Policy (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Details | ' | ' | ' |
Allowance for doubtful accounts | $63,709 | $27,427 | $171,176 |
Recovered_Sheet14
Significant Accounting Policies: Property and Equipment, Policy: Schedule of Depreciation Term, Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Leasehold Improvements | ' |
Property, Plant and Equipment, Useful Life | '39 years |
Computer Equipment | Minimum | ' |
Property, Plant and Equipment, Useful Life | '3 years |
Computer Equipment | Maximum | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Equipment | Minimum | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Equipment | Maximum | ' |
Property, Plant and Equipment, Useful Life | '10 years |
Vehicles | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Recovered_Sheet15
Significant Accounting Policies: Reserve for Warranty (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Details | ' | ' | ' |
Reserve for warranted services | $65,590 | $1,717 | $25,241 |
Recovered_Sheet16
Significant Accounting Policies: Advertising, Policy (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Details | ' | ' | ' |
Advertising costs | $111,495 | $107,215 | $300,927 |
Recovered_Sheet17
Significant Accounting Policies: Research and Development, Policy (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Details | ' | ' | ' |
Research and development costs | $252,597 | $582 | $14,230 |
Recovered_Sheet18
Significant Accounting Policies: Inventory (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Details | ' | ' | ' |
Inventory cost | $383,799 | $221,548 | $473,451 |
Allowance for obsolete inventory | ' | ' | $25,000 |
Prepaid_Expenses_and_Deposits_2
Prepaid Expenses and Deposits, Notes: Schedule of Prepaid Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Prepaid expenses | $1,936,743 | $921,917 | $540,251 |
Consulting fees (term 1-9 months) | ' | ' | ' |
Prepaid expenses | 1,680,818 | 696,868 | 440,038 |
Rent ( term 1 month) | ' | ' | ' |
Prepaid expenses | 14,534 | ' | ' |
Insurance (term 11 months) | ' | ' | ' |
Prepaid expenses | 147,321 | 42,555 | 29,000 |
Deposits (term 1 month) | ' | ' | ' |
Prepaid expenses | $94,070 | $182,494 | $71,213 |
Technology_License_Details
Technology License (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Details | ' | ' |
Amortization expense, technology license | $13,850 | $0 |
Shares issued to terminate technology license | 75,000 | ' |
Property_and_Equipment_Note_Sc1
Property and Equipment, Note: Schedule of Major Classes of Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property and Equipment, asset value | $1,842,493 | $1,517,959 | $1,534,898 |
Accumulated depreciation on property and equipment assets | 43,600 | 35,800 | -698,025 |
Property and equipment, asset value, Net | 858,212 | 655,666 | 836,873 |
Computer Equipment | ' | ' | ' |
Property and Equipment, asset value | 323,185 | 395,281 | 395,281 |
Software and Software Development Costs | ' | ' | ' |
Property and Equipment, asset value | 95,931 | ' | ' |
Other Machinery and Equipment | ' | ' | ' |
Property and Equipment, asset value | 402,063 | 149,434 | 149,434 |
Leasehold Improvements | ' | ' | ' |
Property and Equipment, asset value | 759,304 | 759,304 | 759,304 |
Vehicles | ' | ' | ' |
Property and Equipment, asset value | $262,011 | $213,940 | $230,879 |
Property_and_Equipment_Note_De
Property and Equipment, Note (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Details | ' | ' | ' |
Depreciation expense on property and equipment | $127,508 | $213,633 | $105,985 |
Value of property and equipment serving as security against debt | $858,212 | ' | ' |
Intangible_Assets_Note_Schedul1
Intangible Assets, Note: Schedule of Intangible Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Intangible assets, gross | $25,858,093 | $11,670,389 | $11,670,389 |
Accumulated amortization | -6,037,513 | -3,419,894 | -1,100,799 |
Intangible assets, net | 19,820,580 | 8,250,495 | 10,569,590 |
Castrovilla customer base | ' | ' | ' |
Intangible assets, gross | 2,533,164 | 2,533,164 | 2,533,164 |
Accumulated amortization | -1,474,950 | -983,300 | -491,650 |
Xnergy customer base | ' | ' | ' |
Intangible assets, gross | 9,137,225 | 9,137,225 | 9,137,225 |
Accumulated amortization | -4,264,038 | -2,436,594 | -609,148 |
Intelligent Power patents | ' | ' | ' |
Intangible assets, gross | 4,147,832 | ' | ' |
Accumulated amortization | -101,663 | ' | ' |
Millenium Power battery technology | ' | ' | ' |
Intangible assets, gross | 10,039,872 | ' | ' |
Accumulated amortization | ($196,860) | ' | ' |
Intangible_Assets_Note_Details
Intangible Assets, Note (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Details | ' | ' | ' |
Amortization expense | $2,617,618 | $2,342,178 | $1,100,798 |
Annual amortization expense through 2016 | 3,153,666 | ' | ' |
Annual amortization expense after 2016 through 2030 | $834,571 | ' | ' |
Other_Receivables_Note_Details
Other Receivables, Note (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Amount loaned for solar projects | $2,000,000 |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments, Note: Summary of Activity of Level 3 Liabilities (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Details | ' | ' | ' |
Fair Value, Level 3 liabilities | ' | $2,037,325 | $1,288,159 |
Change in fair value during the year | ($2,037,325) | $749,166 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies: Schedule of Future Minimum Lease Payments for Capital Leases (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Future minimum lease payments due, 2014 | $449,532 |
Future minimum lease payments due, 2015 | 419,532 |
Future minimum lease payments due, 2016 | 409,752 |
Future minimum lease payments due, 2017 | 363,972 |
Future minimum lease payments due, 2018 | 363,972 |
Future minimum lease payments due, after 2018 | 3,432,000 |
Future minimum lease payments due, total | $5,438,760 |
Stockholders_Equity_Note_Detai
Stockholders' Equity Note (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Preferred shares authorized for issuance | 25,000,000 | 25,000,000 | ' |
Number of Common shares issued for Preferred conversions | ' | 790,417 | 9,631,853 |
Accrued Preferred dividends payable | $403,690 | $440,287 | ' |
Common shares authorized for issuance | 100,000,000 | 100,000,000 | ' |
Common shares issued and outstanding | 60,205,843 | 20,882,549 | ' |
Stock purchase options granted, 2009 Incentive Stock Plan | 110,000 | 372,970 | ' |
Unrecognized compensation costs | 17,597,601 | 1,328,375 | ' |
Executive employees | ' | ' | ' |
Number of stock purchase warrants granted | 10,500,000 | 900,000 | ' |
Consultants | ' | ' | ' |
Number of stock purchase warrants granted | 3,850,000 | 4,035,000 | ' |
Placement agents | ' | ' | ' |
Number of stock purchase warrants granted | 430,902 | 146,750 | ' |
Purchasers of Class C Preferred | ' | ' | ' |
Number of stock purchase warrants granted | 4,292,500 | ' | ' |
Purchasers of Class A and B Preferred | ' | ' | ' |
Number of stock purchase warrants granted | 4,029,154 | 1,415,260 | ' |
Directors | ' | ' | ' |
Number of stock purchase warrants granted | ' | 1,212,500 | ' |
Stock warrants and options | ' | ' | ' |
Expense due to reset of exercise price | 467,271 | ' | ' |
Compensation expense recorded | 14,408,741 | 4,307,594 | ' |
Series C preferred | ' | ' | ' |
Number of shares issued | 903,500 | ' | ' |
Value attributed to issuance | 9,035,000 | ' | ' |
Conversion features | 'The Series C preferred stock provides for an 8% dividend if paid in cash or a 12% dividend if paid in shares of common stock. The Holder of the Series C preferred stock received common stock purchase warrants to purchase one share for every two shares of common stock issuable upon conversion of Series C Preferred Stock. | ' | ' |
Number of Preferred shares converted | 333,500 | ' | ' |
Series B preferred | ' | ' | ' |
Number of shares issued | ' | 283,052 | ' |
Value attributed to issuance | ' | 2,830,520 | ' |
Conversion features | ' | 'The Series B preferred stock provides for an 8% dividend if paid in cash or a 12% dividend if paid in shares of common stock. The Holder of the Series B preferred stock received common stock purchase warrants to purchase one share for every two shares of common stock issuable upon conversion of Series B Preferred Stock. | ' |
Number of Preferred shares converted | 380,902 | ' | ' |
Series A preferred | ' | ' | ' |
Number of shares issued | ' | 97,067 | 200,000 |
Value attributed to issuance | ' | 970,670 | 2,000,000 |
Conversion features | ' | ' | 'The Series A preferred stock also provides for an 8% dividend if paid in cash or a 12% dividend if paid in shares of common stock. The Holder of the Series A preferred stock received common stock purchase warrants to purchase one share for every two shares of common stock issuable upon conversion of Series A Preferred Stock |
Number of Preferred shares converted | 129,250 | 70,750 | ' |
Common stock for conversion of debt | ' | ' | ' |
Number of shares issued | 389,358 | 1,220,501 | ' |
Value attributed to issuance | 573,548 | 1,464,313 | ' |
Common stock for Preferred stock and accrued dividends | ' | ' | ' |
Number of shares issued | 9,631,853 | 790,417 | ' |
Value attributed to issuance | 3,225,047 | 111,924 | ' |
Common stock for manufacturing equipment | ' | ' | ' |
Number of shares issued | 64,263 | ' | ' |
Value attributed to issuance | 195,359 | ' | ' |
Common stock for construction projects, energy storage and monitoring technologies | ' | ' | ' |
Number of shares issued | 20,578,211 | ' | ' |
Common stock for consulting services | ' | ' | ' |
Number of shares issued | 1,110,383 | 370,741 | ' |
Value attributed to issuance | 2,768,237 | 497,429 | ' |
Common stock for exercise of warrants and options | ' | ' | ' |
Number of shares issued | 8,007,870 | 467,723 | ' |
Value attributed to issuance | 12,396,321 | 128,611 | ' |
Number of shares cancelled | ' | 84,180 | ' |
Common stock for line of credit | ' | ' | ' |
Number of shares cancelled | 92,115 | ' | ' |
Common stock for rights to certain solar projects | ' | ' | ' |
Number of shares issued | ' | 366,529 | ' |
Value attributed to issuance | ' | $486,650 | ' |
Number of shares cancelled | 366,529 | ' | ' |
Common stock for termination of rights to technology | ' | ' | ' |
Number of shares cancelled | ' | 75,000 | ' |
Common stock for stock subscription receivable | ' | ' | ' |
Number of shares cancelled | ' | 877,364 | ' |
Stockholders_Equity_Note_Sched3
Stockholders' Equity Note: Schedule of Stock Option Activity (Details) (USD $) | 12 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | |
Grant (1) | Grant (1) | Grant (1) | Grant (2) | Grant (2) | Grant (2) | Forfeit (1) | Grant (3) | Grant (4) | |||||
Stock options outstanding | 1,011,290 | 960,761 | 607,791 | 298,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, options outstanding | $1.85 | $1.58 | $1.63 | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining contractual term, options outstanding | 8.22 | 8.2 | 9.8 | 9.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options granted | ' | ' | ' | ' | 10,000 | 52,720 | 97,791 | 100,000 | 10,000 | 450,000 | ' | 175,000 | 135,250 |
Weighted average exercise price, options granted | ' | ' | ' | ' | $2.30 | $1.37 | $1.68 | $2.90 | $1.23 | $1.72 | ' | $1.27 | $1.72 |
Stock options forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -238,500 | ' | ' |
Weighted average exercise price, options forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.94 | ' | ' |
Aggregate intrinsic value, option outstanding | $1,851,695 | $1,520,695 | $1,018,089 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options exercised | -6,751 | -20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, options exercised | $1.57 | $0.90 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options expired | -52,720 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, options expired | $1.37 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options exercisable | 465,053 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, options exercisable | $1.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining contractual term, options exercisable | 7.97 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value, options exercisable | $744,885 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Note_Sched4
Stockholders' Equity Note: Schedule of Warrant Activity (Details) (USD $) | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Grant (1) | Grant (1) | Grant (1) | Forfeit (1) | Forfeit (1) | Forfeit (1) | Grant (2) | Grant (2) | Grant (2) | Forfeit (2) | Grant (3) | Grant (3) | Grant (3) | Grant (4) | Grant (4) | Grant (5) | Grant (5) | Grant (6) | Grant (6) | Grant (7) | Grant (7) | Grant (8) | Grant (8) | Grant (9) | Grant (10) | Grant (11) | Grant (12) | |||||
Warrants outstanding | 25,632,407 | 19,807,876 | 16,020,366 | 11,870,116 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, warrants outstanding | $1.69 | $1.63 | $2.53 | $2.31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value, warrants outstanding | $40,983,200 | $32,194,216 | $33,801,473 | $27,457,223 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants granted | ' | ' | ' | ' | 3,600,000 | 900,000 | 2,660,000 | ' | ' | ' | 3,000,000 | 700,000 | 1,489,250 | ' | 2,400,000 | 660,000 | 69,000 | 1,400,000 | 75,000 | 1,000,000 | 2,400,000 | 200,000 | 1,415,260 | 200,000 | 1,412,500 | 250,000 | 146,750 | 2,300,000 | 4,292,500 | 4,029,154 | 430,902 |
Weighted average exercise price, warrants granted | ' | ' | ' | ' | $1.18 | $1.16 | $2.53 | ' | ' | ' | $0.01 | $1.33 | $3 | ' | $1.18 | $0.01 | $1.75 | $0.01 | $0.10 | $1 | $1 | $0.01 | $3 | $2 | $0.01 | $0.01 | $1.75 | $0.01 | $3 | $6 | $1.75 |
Warrants forfeited | ' | ' | ' | ' | ' | ' | ' | -9,276,906 | -3,495,000 | -18,000 | ' | ' | ' | -50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, warrants forfeited | ' | ' | ' | ' | ' | ' | ' | ($2.40) | ($1.96) | $1 | ' | ' | ' | $1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants exercised | -8,001,119 | -427,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, warrants exercised | ($1.60) | ($0.47) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants exercisable | 18,582,407 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, warrants exercisable | $2.23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value, warrants exercisable | $41,512,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Tax_Note_Schedule_of_De1
Income Tax Note: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Details | ' | ' | ' |
Net operation loss carry forward, deferred tax assets | $6,806,200 | $3,736,000 | $1,973,400 |
Capital loss carryover | 381,600 | 381,600 | 381,600 |
Allowance for doubtful accounts | 39,600 | 24,600 | 81,500 |
Related party accruals | 58,100 | 17,800 | ' |
Accrued vacation | 25,900 | 28,100 | 30,000 |
Depreciation | 43,600 | 35,800 | -698,025 |
Allowance for obsolete inventory | ' | ' | 10,600 |
Deferred tax assets, gross | 7,355,000 | 4,223,900 | 2,477,100 |
Less: valuation allowance | ($7,355,000) | ($4,223,900) | ($2,477,100) |
Income_Tax_Note_Details
Income Tax Note (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Increase (Decrease) in the valuation allowance | $3,131,100 | $1,796,800 |
Net operating loss carry forwards | $16,121,000 | ' |
Concentration_of_Credit_Risk_N1
Concentration of Credit Risk, Note (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Amounts in excess of insurable limites, cash and cash equivalents | $7,214,159 | $57,405 |
Construction_in_Progress_Note_2
Construction in Progress, Note: Summary of construction in progress-short term (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Construction in Progress-ShortTerm | $2,254,902 | $706,043 |
Materials and Labor | ' | ' |
Construction in Progress-ShortTerm | 2,044,150 | 376,386 |
Designs and Permitting | ' | ' |
Construction in Progress-ShortTerm | $210,752 | $329,657 |
Construction_in_Progress_Note_3
Construction in Progress, Note: Summary of construction in progress-long term (Details) (USD $) | Dec. 31, 2013 |
Construction in progress-long term | $44,035,500 |
Designs for co-generation projects | ' |
Construction in progress-long term | $44,035,500 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock subscriptions receivable | $1,600,000 | ' | $2,632,192 |
Amount borrowed from related parties | 420,000 | 1,605,000 | 16,336 |
Amount repaid on related party loans | 691,853 | 6,614 | ' |
Employment Contracts, J. Thomas | ' | ' | ' |
Annual salary | 174,000 | ' | ' |
Employment Contracts, J. Francis | ' | ' | ' |
Annual salary | $150,000 | ' | ' |
Related_Party_Transactions_Sch1
Related Party Transactions: Schedule of Related Party Payables (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Amount of related party payables | $1,337,151 |
Accrued_Expenses_Note_Schedule1
Accrued Expenses, Note: Schedule of Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accrued expense | $422,456 | $513,414 | $386,890 |
Sales Tax Payable | ' | ' | ' |
Accrued expense | 11,802 | 95,104 | 178,224 |
Credit Cards Payable | ' | ' | ' |
Accrued expense | 85,015 | 173,263 | 181,318 |
Accrued Interest Payable | ' | ' | ' |
Accrued expense | 188,419 | 57,187 | ' |
Payroll Taxes Payable | ' | ' | ' |
Accrued expense | 11,852 | 155,464 | 19,348 |
Other accrued liabilities | ' | ' | ' |
Accrued expense | $125,368 | $32,396 | $8,000 |
Long_Term_Debt_Note_Details
Long Term Debt, Note (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Proceeds from line of credit | $3,000,000 | ' |
Line of credit amount repaid | 1,500,000 | ' |
Proceeds from subordinated promissory notes payable | ' | 1,208,008 |
Promissory notes repaid | $534,312 | $776,481 |
Long_Term_Debt_Note_Schedule_o1
Long Term Debt, Note: Schedule of Contracts Payable (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Automobile Contracts Payable | $4,476 |
Acquisition_of_Subsidiaries_Sc5
Acquisition of Subsidiaries: Schedule of Business Acquisition, Castrovilla and Humitech (Details) (USD $) | Jan. 02, 2011 |
Castrovilla | ' |
Common stock issued for acquisition | 1,011,095 |
Humitech | ' |
Common stock issued for acquisition | 267,857 |
Castrovilla and Humitech | ' |
Total Purchase Price | 2,580,009 |
Total Assets Acquired | 3,569,588 |
Total Liabilities Assumed | 989,579 |
Acquisition_of_Subsidiaries_De
Acquisition of Subsidiaries (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Castrovilla | Xnergy and HVAC | IPS Power Engineering | Intelligent Power | Millennium Power Solutions | |
Recognized revenues, subsidiary | $3,858,020 | $1,457,643 | $11,444 | $0 | $107,253 |
Net income (loss) for subsidiary | $608,367 | $962,723 | $319,931 | $556,775 | $236,014 |
Acquisition_of_Subsidiaries_Sc6
Acquisition of Subsidiaries: Schedule of Business Acquisition, Xenergy and HVAC (Details) (Xnergy and HVAC, USD $) | Sep. 07, 2011 |
Xnergy and HVAC | ' |
Common stock issued for acquisition | 4,500,000 |
Total Purchase Price | $7,740,000 |
Total Assets Acquired | 14,158,999 |
Total Liabilities Assumed | $6,418,999 |
Acquisition_of_Subsidiaries_Bu2
Acquisition of Subsidiaries: Business Acquisition, Pro Forma Information (Details) (Xnergy and HVAC, USD $) | 12 Months Ended |
Dec. 31, 2011 | |
Xnergy and HVAC | ' |
Proforma Revenue | $8,682,109 |
Proforma Net Income (Loss) | ($7,244,198) |
Acquisition_of_Subsidiaries_Sc7
Acquisition of Subsidiaries: Schedule of Business Acquisition, IPS Power Engineering and Global Renewal Energy Group (Details) (IPS Power Engineering, USD $) | Jul. 15, 2013 |
IPS Power Engineering | ' |
Common stock issued for acquisition | 15,500,000 |
Total Purchase Price | $44,035,500 |
Total Assets Acquired | 44,038,852 |
Total Liabilities Assumed | $3,352 |
Acquisition_of_Subsidiaries_Sc8
Acquisition of Subsidiaries: Schedule of Business Acquisition, Intelligent Power (Details) (Intelligent Power, USD $) | Jul. 24, 2013 |
Intelligent Power | ' |
Common stock issued for acquisition | 1,383,400 |
Total Purchase Price | $3,984,192 |
Total Assets Acquired | 4,202,649 |
Total Liabilities Assumed | $218,457 |
Acquisition_of_Subsidiaries_Sc9
Acquisition of Subsidiaries: Schedule of Business Acquisition, Millennium Power Solutions (Details) (Millennium Power Solutions, USD $) | Aug. 23, 2013 |
Millennium Power Solutions | ' |
Common stock issued for acquisition | 3,694,811 |
Total Purchase Price | $10,899,692 |
Total Assets Acquired | 10,923,245 |
Total Liabilities Assumed | $23,553 |
Acquisition_of_Subsidiaries_Bu3
Acquisition of Subsidiaries: Business Acquisition, Pro Forma (Millenium) (Details) (Millennium Power Solutions, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Millennium Power Solutions | ' | ' |
Proforma Revenue | $10,466,736 | $8,566,660 |
Proforma Net Income (Loss) | ($26,615,595) | ($11,170,308) |
Operating_Segments_Schedule_of1
Operating Segments: Schedule of Segment Reporting Information, by Segment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Segment revenues | ' | $8,466,965 | $4,914,118 |
Consolidated revenues (segments) | 10,305,736 | ' | ' |
Segment cost of sales | 7,166,464 | 5,609,836 | 2,559,545 |
Segment depreciation and amortization | 2,745,126 | 2,745,126 | 1,209,769 |
Segment general and administrative expenses | 25,752,836 | 11,635,216 | 14,294,835 |
Segment other income (expense) | 81,537 | 1,670,182 | -850,317 |
Segment net income (loss) | -25,277,153 | -9,640,578 | -14,000,348 |
Segment total assets | 86,430,766 | 14,946,946 | 14,082,785 |
Energy Efficiency | ' | ' | ' |
Segment revenues | 3,366,037 | 3,444,821 | 3,861,534 |
Segment cost of sales | 1,537,749 | 2,153,694 | 1,593,299 |
Segment depreciation and amortization | 517,973 | 511,981 | 542,110 |
Segment general and administrative expenses | 2,756,496 | 2,302,447 | 2,786,623 |
Segment other income (expense) | -29,191 | -34,023 | -39,519 |
Segment net income (loss) | -1,475,372 | -1,557,324 | -1,100,017 |
Segment total assets | 915,612 | 865,746 | 1,281,437 |
Construction and Maintenance | ' | ' | ' |
Segment revenues | 6,656,828 | 5,022,144 | 1,052,584 |
Segment cost of sales | 5,534,754 | 3,456,142 | 966,246 |
Segment depreciation and amortization | 1,888,059 | 1,876,904 | 629,148 |
Segment general and administrative expenses | 2,991,800 | 2,482,062 | 1,002,834 |
Segment other income (expense) | -1,697 | 12,466 | -7,589 |
Segment net income (loss) | -3,759,482 | -2,780,498 | -1,553,233 |
Segment total assets | 6,610,949 | 3,713,170 | 1,518,422 |
Corporate Segment | ' | ' | ' |
Segment revenues | 282,871 | ' | ' |
Segment cost of sales | 93,961 | ' | ' |
Segment depreciation and amortization | 339,094 | 143,788 | 38,511 |
Segment general and administrative expenses | 20,004,540 | 6,850,707 | 10,505,378 |
Segment other income (expense) | 112,425 | 1,691,739 | -803,209 |
Segment net income (loss) | -20,042,299 | -5,302,756 | -11,347,098 |
Segment total assets | $78,904,205 | $10,368,030 | $11,282,926 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Details | ' | ' | ' |
Revenues from discontinued operations | $2,252,245 | $1,499,108 | $405,059 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Feb. 19, 2014 | Feb. 18, 2014 | Feb. 13, 2014 | Feb. 12, 2014 | Feb. 03, 2014 | Jan. 29, 2014 | Jan. 17, 2014 | Jan. 16, 2014 | Jan. 02, 2014 |
Issuances of Common Stock, subsequent event | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued | 62,264 | 25,090 | 56,000 | 50,000 | 33,600 | 89,600 | 100,000 | 135,520 | 150,000 |
Per share value | ' | $2.69 | ' | $2.63 | ' | ' | ' | ' | $2.53 |
Convertible securities, shares converted | ' | ' | 5,000 | ' | 3,000 | 8,000 | ' | 12,100 | ' |
Convertible securities, accrued dividends converted | ' | ' | $17,275 | ' | $17,217 | $16,552 | ' | $38,356 | ' |
Warrants exercised, cash value | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' |
Acquisitions, subsequent event | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Per share value | ' | ' | ' | $2.63 | ' | ' | ' | ' | ' |
Common stock issued acquisition (aggregate) | ' | ' | ' | 1,750,000 | ' | ' | ' | ' | ' |