Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2014 | |
Document and Entity Information | ||
Entity Registrant Name | Blue Earth, Inc. | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2014 | |
Amendment Flag | false | |
Entity Central Index Key | 1,422,109 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 94,258,713 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,014 | |
Document Fiscal Period Focus | FY | |
Entity Public Float | $ 156,221,812 | |
Trading Symbol | bblu |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 2,883,621 | $ 8,373,380 |
Restricted cash | 632,102 | |
Accounts receivable, net | 1,739,822 | 5,308,796 |
Costs and revenues in excess of billings | 3,967,207 | 395,442 |
Inventory, net | 352,862 | 143,957 |
Construction in progress | 68,213 | 2,254,902 |
Other receivables | 78,926 | 2,195,554 |
Prepaid expenses and deposits | 1,639,531 | 1,936,461 |
Total Current Assets | 11,362,284 | 20,608,492 |
PROPERTY AND EQUIPMENT, net | 56,815,626 | 828,311 |
OTHER ASSETS | ||
Deposits | 80,455 | 45,692 |
Natural gas futures | 2,426,266 | |
Long term receivables | 1,587,548 | |
Equity method investment | 9,353,402 | |
Construction in progress (noncurrent) | 44,035,500 | |
Contracts and technology, net | 19,296,534 | 18,762,368 |
Assets of discontinued operations | 1,221,631 | 2,150,404 |
Total Other Assets | 33,965,836 | 64,993,964 |
TOTAL ASSETS | 102,143,746 | 86,430,767 |
CURRENT LIABILITIES | ||
Accounts payable | 3,933,969 | 2,392,660 |
Current portion of notes payable | 121,466 | 1,500,000 |
Related party payables | 1,333,147 | 1,333,147 |
Billings in excess of revenues | 438,952 | |
Deferred revenues | 11,993 | |
Accrued expenses | 2,857,597 | 317,503 |
Payroll expenses payable | 167,780 | 115,320 |
Preferred dividends payable | 403,690 | |
Liabilities of discontinued operations | 354,665 | 579,483 |
Total Current Liabilities | $ 8,768,624 | $ 7,092,748 |
LONG TERM LIABILITIES | ||
Long term portion of notes payable | ||
Total Long Term Liabilities | ||
Total Liabilities | $ 8,768,624 | $ 7,092,748 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock value | $ 570 | |
Common stock value | $ 94,259 | 60,206 |
Additional paid-in capital | 188,159,932 | 143,605,036 |
Stock subscription receivable | 1,600,000 | |
Accumulated deficit | (94,879,069) | (62,727,793) |
Total Stockholders' Equity | 93,375,122 | 79,338,019 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 102,143,746 | $ 86,430,767 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2014 | Dec. 31, 2013 |
Balance Sheet | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 570,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 100,000,000 |
Common stock, shares issued | 94,258,713 | 60,205,843 |
Common stock, shares outstanding | 94,258,713 | 60,205,843 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement | |||
REVENUES | $ 12,470,718 | $ 6,938,804 | $ 5,009,500 |
COST OF SALES | 11,989,279 | 5,702,074 | 3,800,141 |
GROSS PROFIT | 481,439 | 1,236,730 | 1,209,359 |
OPERATING EXPENSES | |||
Depreciation and amortization | 4,187,779 | 2,227,153 | 2,020,692 |
General and administrative | 24,622,985 | 22,996,185 | 8,988,891 |
Total Operating Expenses | 28,810,764 | 25,223,338 | 14,167,889 |
LOSS FROM OPERATIONS | (28,329,325) | (23,986,608) | (9,800,224) |
OTHER INCOME (EXPENSE) | |||
Gain (loss) on derivative valuation | 2,037,325 | ||
Other income | 40,276 | 1,532 | 12,646 |
Loss from equity investment | (269,592) | ||
Interest expense | (424,425) | (527,160) | (145,322) |
Loss on settlement of license | (164,667) | ||
Gain (loss) on settlement of debt | (9,556) | 637,096 | (23,133) |
Gain (loss) on sale of assets | 11,235 | ||
Total Other Income (Expense) | (652,062) | 111,468 | 1,716,849 |
LOSS BEFORE INCOME TAXES | $ (28,981,387) | $ (23,875,140) | $ (8,083,375) |
INCOME TAX EXPENSE | |||
LOSS FROM CONTINUING OPERATIONS | $ (27,614,459) | $ (25,277,153) | $ (9,640,578) |
LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS | (595,616) | ||
GAIN (LOSS) FROM DISCONTINUED OPERATIONS | (1,070,691) | (1,598,254) | (1,523,759) |
NET LOSS | (30,647,694) | (25,473,394) | (9,607,134) |
PREFERRED DIVIDENDS | (1,503,582) | (3,188,450) | (545,020) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (32,151,276) | $ (28,661,844) | $ (10,152,154) |
BASIC AND DILUTED LOSS PER SHARE, Continuing Operations | $ (0.42) | $ (0.74) | $ (0.46) |
BASIC AND DILUTED LOSS PER SHARE, Discontinued Operations | (0.02) | (0.05) | (0.08) |
NET LOSS PER SHARE | $ (0.44) | $ (0.79) | $ (0.54) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED | 72,470,054 | 36,463,197 | 18,961,099 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Stock Subscription Receivable | Accumulated Deficit | Total Stockholders' Equity |
Beginning Balance, shares at Dec. 31, 2011 | 200,000 | 18,703,182 | ||||
Beginning Balance, amount at Dec. 31, 2011 | $ 200 | $ 18,703 | $ 33,771,622 | $ (2,632,192) | $ (23,913,795) | $ 7,244,538 |
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 shares issued for services, shares | 370,741 | |||||
Common shares issued for services, value | $ 371 | 497,058 | 497,429 | |||
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 | |||
Stock option and warrant expense | 4,892,060 | 4,892,060 | ||||
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, shares at Dec. 31, 2012 | 510,152 | 20,882,549 | ||||
Ending Balance, amount at Dec. 31, 2012 | $ 510 | $ 20,883 | 42,332,298 | (34,065,949) | 8,287,742 | |
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 shares issued for services, shares | 1,110,383 | |||||
Common shares issued for services, value | $ 1,110 | 2,767,127 | 2,768,237 | |||
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 | |||
Stock option and warrant expense | 14,408,656 | 14,408,656 | ||||
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 | |||
Net loss attributed to common shareholders for the year end | (28,661,844) | (28,661,844) | ||||
Ending Balance, shares at Dec. 31, 2013 | 570,000 | 60,205,843 | ||||
Ending Balance, amount at Dec. 31, 2013 | $ 570 | $ 60,206 | 143,605,036 | (1,600,000) | (62,727,793) | 79,338,019 |
Common stock issued upon conversion of preferred stock and accrued dividends, shares | (570,000) | 6,386,729 | ||||
Common stock issued upon conversion of preferred stock and accrued dividends, value | $ (570) | $ 6,387 | 1,901,456 | 1,907,273 | ||
Common shares issued for services, shares | 718,720 | |||||
Common shares issued for services, value | $ 719 | 1,596,016 | 1,596,735 | |||
Common stock issued for exercise of warrants and options, shares | 11,467,817 | |||||
Common stock issued for exercise of warrants and options, value | $ 11,467 | 12,698,944 | $ 1,600,000 | 14,310,411 | ||
Stock option and warrant expense | 5,771,459 | 5,771,459 | ||||
Common stock issued for subsidiaries, shares | 1,750,000 | |||||
Common stock issued for subsidiaries, value | $ 1,750 | 4,600,750 | 4,602,500 | |||
Common stock issued for equity method investment, shares | 3,729,604 | |||||
Common stock issued for equity method investment, value | $ 3,730 | 7,996,271 | 8,000,001 | |||
Common stock issued for cash, shares | 10,000,000 | |||||
Common stock issued for cash, value | $ 10,000 | 9,990,000 | 10,000,000 | |||
Net loss attributed to common shareholders for the year end | (32,151,276) | (32,151,276) | ||||
Ending Balance, shares at Dec. 31, 2014 | 94,258,713 | |||||
Ending Balance, amount at Dec. 31, 2014 | $ 94,259 | $ 188,159,932 | $ (94,879,069) | $ 93,375,122 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
OPERATING ACTIVITIES | |||
NET LOSS | $ (30,647,694) | $ (25,473,394) | $ (9,607,134) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock option and warrants issued for services | 5,771,459 | 14,408,656 | 4,307,594 |
Gain (loss) on derivative valuation | 2,037,325 | ||
Derivative attached to preferred stock | 110,990 | ||
Loss from equity investment | (269,592) | ||
Impairment of inventory | 299,573 | ||
Mark gas futures to market | 2,884 | ||
Gain (loss) on settlement of debt | (9,556) | 637,096 | (23,133) |
Gain (loss) on sale of assets | 11,235 | ||
Loss on settlement of license | (164,667) | ||
Stock issued for services | 1,596,735 | 2,698,187 | 497,429 |
Depreciation and amortization | 4,187,779 | 2,227,153 | 2,020,692 |
Amortization of debt discount | 58,366 | 37,306 | |
Changes in operating assets and liabilities: | |||
Accounts receivable and billings in excess | (1,464,509) | (2,691,696) | 2,685,252 |
Inventory | 1,491,523 | (35,627) | |
Restricted cash | (632,102) | ||
Construction in progress | 280,751 | (1,548,859) | (401,886) |
Prepaid expenses and deposits | 783,611 | (1,013,109) | 324,391 |
Accrued dividends payable | (240,921) | ||
Accounts payable and accrued expenses | 3,757,059 | (213,329) | 922,372 |
Net Cash Used in Operating Activities | (14,305,018) | (12,220,748) | (6,563,944) |
Net Cash Provided by (Used in) Discontinued Operating Activities | 635,288 | 392,690 | 967,388 |
INVESTING ACTIVITIES | |||
Purchase of gas futures | 2,429,150 | ||
Collection of other receivables | 206,628 | ||
Proceeds from sale of construction project | 1,848,321 | ||
Purchase of equity method investment | 1,622,993 | ||
Issuance of note receivable (2) | 2,195,554 | ||
Purchase of property and equipment | 12,661,902 | 126,351 | 10,188 |
Net Cash Used in Investing Activities | (14,659,096) | (2,321,905) | (10,188) |
Net Cash Used in Discontinued Investing Activities | (54,004) | (2,924) | |
FINANCING ACTIVITIES | |||
Proceeds from warrants and options exercised | 12,710,411 | 12,396,321 | 91,950 |
Proceeds from common stock | 10,000,000 | ||
Cash received on stock subscriptions | 1,600,000 | ||
Proceeds from related party loans | 420,000 | 1,605,000 | |
Proceeds from preferred stock | 8,517,315 | 3,598,388 | |
Cash received from subsidiary | 531,460 | ||
Proceeds from notes payable | 579,148 | 3,000,000 | 1,208,008 |
Repayment of notes payable and line of credit | 1,957,682 | 2,002,717 | 740,410 |
Repayment of related party loans | 4,004 | 691,853 | 6,614 |
Net Cash Provided by Financing Activities | 22,927,873 | 22,170,526 | 5,756,322 |
Net Cash Provided by (Used in) Discontinued Financing Activities | (34,802) | (66,243) | (85,377) |
NET INCREASE (DECREASE) IN CASH | (5,489,759) | 7,951,396 | 64,201 |
CASH AT BEGINNING OF PERIOD | 8,373,380 | 421,984 | 357,783 |
CASH AT END OF PERIOD | 2,883,621 | 8,373,380 | 421,984 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid for Interest | 340,619 | 187,999 | 83,625 |
NON CASH FINANCING ACTIVITIES: | |||
Common stock issued upon conversion of debt | 573,548 | 1,441,180 | |
Common stock issued for conversion of preferred stock | 1,907,843 | 3,225,047 | 708 |
Common stock cancelled for assets | (1,291,746) | (253,917) | |
Common stock issued for acquisition of subsidiary | 4,602,500 | 58,919,384 | |
Common stock issued for equity method investment | 8,000,001 | ||
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 | $ 1,503,582 | $ 3,188,450 | 545,020 |
Warrant vesting recognized as a prepaid expense | 513,294 | ||
Warrant exercised for accrued wages | 36,660 | ||
Shares issued for construction in progress | $ 486,650 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2014 | |
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 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 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
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 2014 reflect the financial position and operations of the Company and its wholly- owned subsidiaries, Blue Earth Tech, Inc. (BETI), Blue Earth Generator, Inc. (BEGI), Blue Earth Energy Power Solutions, LLC. (BEEPS), Ecolegacy Gas & Power, LLC (Eco), Blue Earth Solar, Inc. (BE Solar), Blue Earth Peak Power Solutions, Inc. (BEPPS), Blue Earth Finance, Inc. (BEFI), Blue Earth Capital, Inc. (BECI), Blue Earth CHP, Inc. (BECHP), and its 7 Special Purpose Entities (SPE’s) which hold assets of the co-generation projects . The consolidated financial statements for 2013 reflect the financial position and operations of the Company and its wholly- owned subsidiaries, Blue Earth Tech, Inc. (BETI), Blue Earth Energy Management, Inc. (BEEM), Blue Earth Energy Power Solutions, LLC. (BEEPS), Ecolegacy Gas & Power, LLC (Eco), Blue Earth Solar, Inc. (BE Solar), Blue Earth Peak Power Solutions, Inc. (BEPPS), 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. (BETI), Blue Earth Energy Management, Inc. (BEEM), Ecolegacy Gas & Power, LLC (Eco), Blue Earth Solar, Inc. (BE Solar), and Blue Earth Finance, Inc. (BEFI) The Company’s subsidiary Blue Earth Energy Management Services, Inc. (BEEMS) was disposed of subsequent to December 31, 2014 and is classified as discontinued operations in all periods presented. 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. 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, 2014, 2013 and 2012. 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 $93,818 , $7,037 and $41,086 for the years ended December 31, 2014, 2013 and 2012, respectively. 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 BECI, BEPPS, BEEPS, BEEMS and BE Solar the Company has recorded $30,460,593 as the value of employment agreements, customer contracts and technology. These amounts are being amortized over their estimated useful lives of 3 years for employment contracts, 5 years for customer contracts and 17 years for technology. The Company recorded amortization expense of $4,068,334 , $2,125,967 and $1,836,678 during the years ended December 31, 2014, 2013 and 2012, respectively. Annual amortization expense will be $4,068,334 through 2016 after which 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 $333,013 , $21,282 and $0 as of December 31, 2014, 2013 and 2012, respectively. 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. Reserve for Warranty The Company has accrued a reserve for the estimated cost of completing warrantied services. The reserve is $93,578 , $65,590 and $1,717 as of December 31, 2014, 2013 and 2012, respectively. 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. Revenue Recognition Construction Revenues: Revenue from certain long-term, integrated project management contracts to provide solar and CHP construction and completion services is reported on the percentage-of-completion method of accounting. Progress is generally based upon physical progress related to contractually defined units of work. At the outset of each contract, we prepare a detailed analysis of our estimated cost to complete the project. Risks related to service delivery, usage, productivity, and other factors are considered in the estimation process. The recording of profits and losses on long-term contracts requires an estimate of the total profit or loss over the life of each contract. This estimate requires consideration of total contract value, change orders, and claims, less costs incurred and estimated costs to complete. Anticipated losses on contracts are recorded in full in the period in which they become evident. Profits are recorded based upon the total estimated contract profit times the current percentage complete for the contract. Service Contracts: Revenue from service contracts is recognized once the Company has established that (i) there is evidence of an arrangement, (ii) delivery has occurred and the performance obligation is substantially complete; (iii) the fee is fixed or determinable and (iv) collection is probable. Product Sales: Product sales revenues are recognized revenues when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed and determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured . Generally customers are invoiced upon delivery, installation and acceptance of the product by the customer. 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. 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 $163,758 , $252,597 and $582 , for the years ended December 31, 2014, 2013 and 2012, respectively. Natural Gas Futures The Company accounts for its purchased Natural Gas Futures in accordance with ASC Topic 820 “Fair Value Measurements and Disclosures”. The Natural Gas Futures are marked to market at the end of each fiscal quarter using prices quoted on the NYMEX:NG. 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, 2014, the tax years 2011 through 2014 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 attributable to common shareholders 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 1,115,207, 1,011,290 and 960,761 common shares and warrants to purchase 14,231,918, 25,632,407 and 19,807,876 common shares were outstanding at December 31, 2014, 2013 and 2012, 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. 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, 2014, 2013 and 2012 and consists of batteries and battery components at costs of $352,862 (net of $6,188 allowance), $143,957 (net of $-0- allowance) and $0 (net of $-0- allowance), respectively. The Company does not have any work in progress. 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. Comprehensive Income The Company has no items of other comprehensive income as of December 31, 2014, 2013 and 2012. Changes in Presentation Certain changes have been made to conform the prior period loss per share data to the current presentation. These changes had no effect on reported net loss. 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 D
Prepaid Expenses and Deposits Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Prepaid Expenses and Deposits Disclosure | NOTE 3 - PREPAID EXPENSES AND DEPOSITS The components of the CompanyÂ’s prepaid expenses as of December 31, are as follows: 2014 2013 2012 Consulting fees (term 1-9 months) $ 713,289 $ 1,680,818 $ 696,868 Rent ( term 1 month) 32,966 14,534 -- Insurance (term 11 months) 133,760 147,321 42,555 Pre-contract costs 522,433 -- -- Deposits (term 1 month) 237,083 93,788 176,279 Total prepaid expenses and deposits $ 1,639,531 $ 1,936,461 $ 915,702 |
Technology License Disclosure
Technology License Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Technology License Disclosure | 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 of amortization expense during the year ended December 31, 2012. 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. |
Other Receivables Disclosure
Other Receivables Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Other Receivables Disclosure | NOTE 5 - 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, 2013, which 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 had agreed to make a $6.5 million loan in solar projects. $2,000,000 was loaned as of December 31, 2013. Our commitment to lend up to an additional $4,500,000, as verbally extended, expired on March 31, 2014. The loan was 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 was to be repaid during the construction phase of the projects. On July 17, 2014, the Company took full physical possession of the panels in satisfaction of the loan. The panels were subsequently sold. |
Property and Equipment Disclosu
Property and Equipment Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Property and Equipment Disclosure | NOTE 6 - PROPERTY AND EQUIPMENT The major classes of assets as of December 31, are as follows: 2014 2013 2012 Office and computer equipment $ 327,023 $ 278,556 $ 172,466 Software 91,256 95,931 95,274 Manufacturing and installation equipment 442,450 402,063 170,537 Leasehold improvements 759,304 759,304 759,304 Construction in progress - internal 56,022,581 -- -- Sub Total 57,642,614 1,535,854 1,197,581 Accumulated Depreciation (826,988) (707,543) (598,138) Net $ 56,815,626 $ 828,311 $ 599,443 Depreciation expense was $119,445, $101,186 and $184,014, for the years ended December 31, 2014, 2013 and 2012, respectively. |
Intangible Assets Disclosure
Intangible Assets Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Intangible Assets Disclosure | NOTE 7 - INTANGIBLE ASSETS The major classes of assets as of December 31, are as follows: 2014 2013 2012 Cost: Xnergy customer base $ 9,137,225 $ 9,137,225 $ 9,137,225 Intelligent Power patents 4,147,832 4,147,832 - Millenium Power battery technology 10,039,872 10,039,872 - Employment agreement 4,602,500 - - Total Cost 27,927,429 23,324,929 9,137,225 Accumulated Amortization: Xnergy customer base (6,091,483) (4,264,038) (2,436,593) Intelligent Power patents (345,653) (101,663) - Millenium Power battery technology (787,441) (196,860) - Employment Agreement (1,406,318) - - Total Accumulated Amortization (8,630,895) (4,562,561) (2,436,593) Net $ 19,296,534 $ 18,762,368 $ 6,700,632 The Company recorded amortization expense of $4,068,334, $2,125,967 and $1,836,678 during the years ended December 31, 2014, 2013 and 2012, respectively. Annual amortization expense will be $4,068,335 through 2016 when it will fall to $834,571 through 2030. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Fair Value of Financial Instruments Disclosure | 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 CompanyÂ’s own assumptions used to measure assets and liabilities at fair value. An asset or liabilityÂ’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. There were no changes in the valuation techniques during the years ended December 31, 2014, 2013 and 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. Assets: On December 15, 2014, the Company purchased 639.25 natural gas option contracts for $2,429,150, to mitigate its exposure to fluctuations in natural gas price in connection with its CHP facility in Alberta, Canada. The gas delivery dates range from January 1, 2016 to December 31, 2022. At each reporting date the Company revalues the options to the NYMEX-NG last trade value. The Company recorded a loss of $2,884 for the period ended December 31, 2014 on the value of contracts. The Company had no nonfinancial assets of December 31, 2013 and 2012. Assets measured at fair value on a recurring and non-recurring basis consisted of the following at December 31, 2014: Liabilities: Total Carrying Value at December 31, 2014 (Level 1) (Level 2) (Level 3) Natural gas futures $ 2,426,266 $ 2,426,266 $ - $ - The following is a summary of activity of Level 1 assets for the years ended December 31, 2014, 2013 and 2012: Balance at December 31, 2011 $ -- Change in fair value 2012 -- Balance at December 31, 2012 -- Change in fair value 2013 -- Balance at December 31, 2013 -- Purchases of futures contracts 2,429,150 Change in fair value 2014 (2,884) Balance at December 31, 2014 $ 2,426,266 Liabilities: The Company had no nonfinancial liabilities as of December 31, 2014 and 2013. Liabilities measured at fair value on a recurring and non-recurring basis consisted of the following at December 31, 2012: Total Carrying Value at December 31, 2013/2014 (Level 1) (Level 2) (Level 3) Warrant derivative liability $ -- $ -- $ -- $ -- The following is a summary of activity of Level 3 liabilities for the years ended December 31, 2014, 2013 and 2012: 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 -- Change in fair value 2014 -- Balance at December 31, 2014 $ -- 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 following table summarizes the assumptions the Company utilized to estimate the fair value of the warrant derivative liability at December 31, 2011: Assumptions December 31, 2011 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. |
Commitments and Contingencies D
Commitments and Contingencies Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Commitments and Contingencies Disclosure | NOTE 9 - COMMITMENTS AND CONTINGENCIES Employment Agreements On March 1, 2011, the Board of Directors of the Company amended the employment agreement of its CEO to provide for an annual salary of $174,000. Legal Matters On October 24, 2014, a purported class action lawsuit was filed against the Company, two executive officers, and one non-executive officer in the U.S. District Court for the Central District of California (Case No:2:14-cv-08263). On January 21, 2015, the court appointed a Lead Plaintiff and Lead Plaintiff’s Counsel. The Court also re-captioned the case In re Blue Earth, Inc. Securities Litigation, File No. CV 14-8263 DSF (JEMx). On March 13, 2105, plaintiff filed a First Amended Complaint (“FAC”). The FAC alleges claims under Sections 10(b) and 20(a) of the Exchange Act, and a purported class of purchasers of the Company’s stock during the period from October 7, 2013 through October 21, 2014. Defendants responded and filed a motion to dismiss FAC. Plaintiff’s opposition to the motion has been submitted and Defendants have submitted a reply to the opposition. Oral arguments regarding the motion to dismiss are scheduled for October 2015. The Company believes the claims contained in the complaint are without merit and is vigorously defending the matter. On August 31, 2015, a derivative lawsuit was filed in Nevada state court, captioned Powell v. Cagan, et al., No. A-15-723839-C (8th Judicial District Court, Clark County, Nevada). It names as defendants Brett Woodard, Johnny R. Thomas, John C. Francis, and the entire Board of Directors. It also names the Company as a nominal defendant. The complaint brings claims for breaches of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets, from October 2013 to the present based on directors and management allegedly allowing the Company to make false and misleading statements to the public, thereby resulting in a class action lawsuit and exposing the Company to damages. The defendants have not yet been served. The Company believes the claims contained in the complaint are without merit and will vigorously defend this matter. During 2014, the Company and two consultants filed demands for arbitration with the American Arbitration Association. On August 8, 2015, the Company and two consultants received the award from the arbitrator in the Company's arbitration with two of its consultants/former employees, who had voluntarily resigned. The arbitrator awarded the two consultants damages of $1,270,000; $101,243 for breach of contract; certain declaratory relief upholding the validity of the consulting agreement; and reimbursement of the consultants' attorney's fees and costs incurred in the arbitration of $341,375. The award is a Type 1 subsequent event accordingly the Company’s financial statements are restated to reflect the award on a retroactive basis. During 2014 the Company filed a demand for arbitration with the American Arbitration Association and National Energy Partners LLC (“NEP”) and its subsidiary, Hawaii Solar LLC (“HS”) counterclaimed. The Company subsequently initiated two actions in the First Circuit Court of the State of Hawaii, the first titled Xnergy and Blue Earth, Inc. vs. Hawaii Solar, LLC. National Energy Partners, LLC, et al., Civil No. M-1-1694-08 (JHC) (the “Xnergy Action’) and the second titled Blue Earth Solar, Inc. vs. State of Hawaii, Department of Education, et al. (the “DOE Action”). The parties agreed to attempt to resolve their dispute through arbitration administered by Dispute Prevention and Resolution (“DPR Arbitration”). On August 30, 2015, the parties to the above Xnergy Action, DOE Action and DPR Arbitration entered into a Settlement Agreement and Release and a Lock-Up/Leak-Out Agreement conditioned upon subsequent Board of Directors approval by the Company which was obtained on September 3, 2015. The Settlement Agreement provides for the Company to: (a) pay $500,000 to HS (a portion of which will be paid by the Company’s insurance carrier), and (b) issue shares valued at $325,000 at a price of $0.88 per share to be registered with the SEC within sixty (60) days of the issuance of the shares. Pursuant to the terms and conditions of the Lock-Up/Leak-Out Agreement, all shares will be restricted for six (6) months, unless registered sooner and upon registration or expiration of the six-month period, seller may sell up to 10,000 shares per day and 50,000 shares per week on a non-cumulative basis. The parties exchanged mutual releases and will dismiss all claims upon payment to HS. The settlement is a Type 1 subsequent event accordingly the Company’s financial statements are restated to reflect the award on a retro-active basis. 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, 2014, future minimum lease payments are as follows: Year Amount 2015 $ 664,959 2016 646,287 2017 605,265 2018 598,398 2019 610,866 Thereafter 3,245,625 Total $ 6,371,400 |
Stockholders' Equity Disclosure
Stockholders' Equity Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Stockholders' Equity Disclosure | 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 provided 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 provided 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 the year ended December 31, 2014, 570,000 shares of the Series C preferred stock with the related accrued dividends were converted into 6,386,729 shares of common 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 an aggregate of 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 $-0-, $403,690 and $440,287 on the preferred stock as of December 31, 2014, 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 received 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 Warrants 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. The Series A Warrants have all been exercised or expired as of December 31, 2014. There are 8,521,654 Series B Warrants outstanding as of December 31, 2014. Common Stock The Company is authorized to issue up to 500,000,000 shares of common stock having a par value of $0.001 per share. The Company issued 6,386,729 shares of its common stock upon the conversion of 570,000 shares of preferred stock and accrued dividends of $1,907,273 . The Company issued 1,750,000 shares of common stock to the CEO of BE Capital valued at $4,602,500 and issued 3,729,604 shares of common stock for an equity interest in a battery manufacturing company valued at $8,000,01 . The Company issued 718,720 shares for consulting services valued at $1,596,735 and 11,467,817 shares upon the exercise of warrants and options for cash of $12,710,411 . The Company issued 10,000,000 shares for cash of $10,000,000 . 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 Equity Incentive Plan During the year ended December 31, 2014, the Company granted 2,110,000 stock purchase options to its employees under its 2009 Incentive Stock Option Plan. The options have a 10 year exercise period (3 months upon termination of employment) and are exercisable at prices ranging from $0.75 to $3.10 per share. During the year ended December 31, 2013 the Company granted 110,000 stock purchase options to its employees under its 2009 Equity Incentive Plan. The options have a 10 year exercise period (3 months 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 Equity Incentive Plan. The options have a 10 year exercise period and are exercisable at $1.23 to $1.72 per share. As of December 31, 2014, 1,370,128 shares were remaining under the 2009 Plan for future issuance. Stock Purchase Warrants During the year ended December 31, 2014 the Company granted 300,000 stock purchase warrants to consultants. The warran The Company also changed 1,000,000 consultant stock purchase warrants to allow for a cashless conversion. During the year ended December 31, 2013 the Company granted 10,500,000 stock purchase warrants to executive employees. The Company also granted 3,850,000 stock purchase warrants to consultants. The Company granted 430,902 stock purchase warrants to the placement agents of its Series C preferred stock. 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 Company also granted 4,035,000 stock purchase warrants to consultants. The Company also granted 146,750 stock purchase warrants to the placement agents on its Class B preferred stock. The Company recorded compensation expense of $5,771,459 , $14,408,741 and $4,307,594 for the years ended December 31, 2014, 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, 2014 2013 2012 Expected term (years) 10.0 5.0 - 10.0 5.0-10.0 Expected volatility 91.55-100.65% 101.49-103.25% 94.45-116.86% Weighted-average volatility 91.55-100.65% 101.49-103.25% 94.45-116.86% Risk-free interest rate 2.07-3.99% 0.23-1.53% 0.23-1.53% 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, 2014, 2013 and 2012 is presented below: No. of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2011 607,791 $ 1.63 9.8 $ -- 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) 0.90 9.8 -- Balance Outstanding, December 31, 2012 960,761 1.58 8.2 1,520,695 Granted 10,000 2.30 10 -- Granted 100,000 2.90 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 Granted 1,500,000 2.00 10 -- Granted 150,000 3.00 10 -- Granted 120,000 2.45 10 -- Granted 60,000 2.27 10 -- Granted 105,000 3.10 10 -- Granted 60,000 2.45 10 -- Granted 100,000 2.54 10 -- Granted 10,000 1.29 10 -- Granted 52,720 1.37 10 -- Granted 5,000 0.75 10 -- Expired (492,119) 3.37 -- -- Exercised (85,024) 1.36 -- -- Balance Outstanding, December 31, 2014 2,596,867 $ 2.54 8.82 $ 6,596,037 Exercisable, December 31, 2014 1,115,207 $ 1.87 8.37 $ 2,087,017 A summary of the Company’s warrant activity during the years ended December 31, 2014, 2013 and 2012 is presented below: No. of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2011 15,799,866 $ 2.53 2.78 $ 39,973,661 Granted 900,000 1.16 5.00 -- Granted 700,000 1.33 5.00 -- Granted 660,000 0.01 8.00 -- Granted 75,000 0.10 10.00 -- Granted 2,400,000 1.00 5.00 -- Granted 1,415,260 3.00 1.00 -- Granted 1,412,500 0.01 10.00 -- Granted 146,750 1.75 5.00 -- Forfeited (3,495,000) (1.96) -- -- Exercised (427,000) (0.47) -- -- Balance Outstanding, December 31, 2012 19,587,376 2.53 2.78 49,556,061 Granted 3,600,000 2.15 10.00 -- Granted 3,000,000 0.01 10.00 -- Granted 2,400,000 2.90 10.00 -- Granted 1,400,000 0.01 10.00 -- Granted 1,000,000 1.00 10.00 -- Granted 200,000 0.01 10.00 -- Granted 200,000 2.00 5.00 -- Granted 250,000 0.01 5.00 -- Granted 2,300,000 0.01 10.00 -- Granted 4,517,500 3.00 3.00 -- Granted 430,902 1.75 5.00 -- Forfeited (7,572,077) (2.40) -- -- Exercised (8,653,033) (1.60) -- -- Balance Outstanding, December 31, 2013 22,660,668 1.90 6.52 43,055,269 Granted 200,000 0.00 10.00 -- Granted 100,000 1.00 10.00 -- Granted 8,521,654 6.00 3.00 -- Cancelled (3,600,000) (1.18) -- -- Forfeited (1,472,060) (1.90) -- -- Exercised (9,778,344) (1.60) -- -- Balance Outstanding December 31, 2014 16,631,918 3.80 5.29 53,353,862 Exercisable, December 31, 2014 14,031,918 3.76 4.77 52,760,012 The Company expects all non-contingent outstanding employee stock options to eventually vest. As of December 31, 2014, 2013 and 2012 there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $7,996,692 , $17,597,601 and $1,328,375 , which is expected to be recognized over the respective vesting periods which extend through 2017. |
Income Taxes Disclosure
Income Taxes Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Income Taxes Disclosure | 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: 2014 2013 2012 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: 2014 2013 2012 Deferred tax assets: Net operating loss carry forward $ 12,159,700 $ 6,806,200 $ 3,736,000 Capital loss carryover 381,800 381,600 381,600 Allowance for doubtful accounts 1,162,300 39,600 24,600 Related party accruals 125,600 58,100 17,800 Accrued vacation 63,100 25,900 28,100 Impairment of discontinued operation 251,500 -- -- Accrual of litigation awards 1,029,200 -- -- Depreciation 43,600 43,600 35,800 Allowance for obsolete inventory 2,600 -- -- 15,219,400 7,355,000 4,223,900 Less: valuation allowance (15,219,400) (7,355,000) (4,223,900) 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 2014, 2013 and 2012 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, 2014. The net changes in the valuation allowance during the year was an increase of $7,864,400 in 2014, $3,131,100 in 2013 and increase of $1,796,800 in 2012. At December 31, 2014, the Company had $28,801,000 of net operating loss carry forwards which will expire in various years through 2034. Under the provision of the Tax Reform Act of 1986, when there has been a change in an entityÂ’s ownership of 50 percent or greater, utilization of net operating loss carry forwards may be limited. As a result of the CompanyÂ’s equity transactions, the CompanyÂ’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 CompanyÂ’s effective income tax expense (benefit) differs from the statutory federal income tax rate of 34% as follows for the years ended December 31,: 2014 2013 2012 Federal tax rate applied to loss before income taxes 34.0% 34.0% 34.0% State income taxes, net of federal benefit 3.5% 3.5% 3.5% Permanent differences (11.3)% (0.9)% (0.9)% Change in valuation allowance (22.6)% (39.4)% (39.4)% Other (3.6)% 2.8% 2.8% Income tax expense (benefit) 0.0% 0.0% 0.0% |
Concentration of Credit Risk, N
Concentration of Credit Risk, Note | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014, 2013 and 2012, there was $2,139,038 , $7,214,159 and $57,405 , respectively, in excess of insurable limits. |
Construction in Progress Disclo
Construction in Progress Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Construction in Progress Disclosure | 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. The construction in progress is classified as short-term because the projects are expected to be completed within one year. 2014 2013 2012 Materials and Labor $ -- $ 2,044,150 $ 376,386 Designs and Permitting 68,213 210,752 329,657 Total $ 68,213 $ 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-Internal The internal construction in progress represents the costs accumulated on 7 co-generation projects in the United States and Canada. The co-generation projects were purchased in the acquisition of BE CHP. 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: 2014 2013 2012 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. During 2014 the Company commenced construction of the projects accordingly the costs were reclassified to Property and Equipment. |
Related Party Transactions Disc
Related Party Transactions Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Related Party Transactions Disclosure | NOTE 14 - RELATED PARTY TRANSACTIONS Employment Contracts On March 1, 2011, the Board of Directors of the Company amended the employment agreement of the CEO. His employment agreements dated September 1, 2010 was amended effective February 1, 2011, to increase his annual salary by $75,000 from $99,000 to $174,000. The CompanyÂ’s CEO was awarded five-year performance warrants to purchase 1,000,000 shares at an exercise price of $1.25 per share. The warrants were to vest if and when the Company achieved certain revenues, net income and/or EBITDA milestones for four trailing quarters. 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. Stock Subscription Receivables On June 17, 2008, two of BE SolarÂ’s former stockholders agreed to purchase the shares of another shareholder for $2,486,850. Concurrent with this agreement, BE Solar 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 BE Solar and had no repayment terms, were non-interest bearing and were unsecured accordingly they were 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. During the year ended December 31, 2014 the Company collected the $1,600,000 stock subscription receivables. Related Party Payables In connection with the purchase of BEEMS and BESolar, 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 CompanyÂ’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: Year Amount of Principal Payments Due 2015 $ 1,333,147 2016 -- 2017 -- 2018 -- 2019 -- Thereafter -- Total $ 1,333,147 |
Accrued Expenses Disclosure
Accrued Expenses Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Accrued Expenses Disclosure | NOTE 15 - ACCRUED EXPENSES A summary of accrued expenses as of December 31, are as follows: 2014 2013 2012 Sales Tax Payable $ 36,906 $ -- $ -- Credit Cards Payable -- -- 68,301 Accrued Interest Payable 297,902 188,419 42,725 Legal Settlements 2,437,618 -- -- Other 85,171 129,084 130,984 Total $ 2,857,597 $ 317,503 $ 245,010 |
Long Term Debt Disclosure
Long Term Debt Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Long Term Debt Disclosure | NOTE 16 - LONG TERM DEBT Credit Line Payable During the year ended December 31, 2014, the Company repaid the $1,500,000 line of credit. The balance at December 31, 2014 was 0. During the year ended 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 certain of the CompanyÂ’s assets. Promissory Notes Payable The Company assumed promissory notes payable in connection with the purchase of BE Solar. 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 accrued interest at 10% per annum, were unsecured and were 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. During the year ended December 31, 2014 the Company received $209,714 of short term notes payable proceeds to finance its insurance premiums and operations. The Company owes $110,653 in short term promissory notes as of December 31, 2014. |
Acquisition of Subsidiaries Dis
Acquisition of Subsidiaries Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Acquisition of Subsidiaries Disclosure | NOTE 17 - ACQUISITION OF SUBSIDIARIES Blue Earth CHP, Inc. (fka 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”) (n/k/a Blue Earth CHP, Inc.), 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 vest 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. The 10,500,000 Blue Earth shares will be released, pro rata, from escrow upon the commercial operation date of each Initial Project, however, 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 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. Blue Earth Peak Power Solutions, Inc. (fka 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”) (nka Blue Earth Peak Power Solutions, Inc.), 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 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. Blue Earth Energy Power Solutions, LLC (fka 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”) (n/k/a Blue Earth Energy Power Solutions, LLC) 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 (UPStealth TM 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 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. Blue Earth Capital, Inc. Effective , 201 , , “ ”, a newly formed subsidiary of , entered into a merger agreement with wherein purchased all of the issued and outstanding shares of for shares of restricted common stock of . Purchase Price Shares Price Total Kenmont Solutions Capital GP, LLC 1,750,000 $ 2.63 $ 4,602,500 Total Purchase Price 4,602,500 Tangible Assets Acquired -- Total Liabilities Assumed -- Lender base $ 4,602,500 The pro forma, consolidated balance sheets and statements of operations of Blue Earth, Inc. The table below presents, on a retroactive basis the condensed consolidated statements of operations for the periods presented to include the operations of BECHP, BEPPS and BEEPS. In the above referenced acquisitions BECHP, BEPPS, and BEEPS 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) |
Operating Segments Disclosure
Operating Segments Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Operating Segments Disclosure | 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 and maintenance 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, 2014, 2013 and 2012: Energy Efficiency Construction and Maintenance Corporate Consolidated December 31, 2014 Revenues $ 904,124 $ 11,566,594 $ -- $ 12,470,718 Cost of sales 663,470 11,325,809 -- 11,989,279 Operating expenses 4,169,369 10,727,288 13,914,107 28,810,764 Other income (expense) 150,196 218,888 (1,021,146) (652,062) Net income (loss) $ (3,778,519) $ (10,267,615) $ (14,935,253) $ (28,981,387) Total assets $ 2,082,933 $ 81,598,027 $ 18,462,786 $ 102,143,746 Energy Efficiency Construction and Maintenance Corporate Consolidated December 31, 2013 Revenues $ 107,253 $ 6,831,551 $ -- $ 6,938,804 Cost of sales 93,961 5,608,113 -- 5,702,074 Operating expenses 895,012 3,383,608 20,944,718 25,223,338 Other income (expense) (181) (1,697) 113,346 111,468 Net income (loss) $ (881,901) $ (2,161,867) $ (20,831,372) $ (23,875,140) Total assets $ 256,929 $ 6,982,074 $ 79,191,764 $ 86,430,767 Energy Efficiency Construction and Maintenance Corporate Consolidated December 31, 2012 Revenues $ -- $ 5,009,500 $ -- $ 5,009,500 Cost of sales -- 3,800,141 -- 3,800,141 Operating expenses -- 2,832,357 8,177,226 11,009,583 Other income (expense) -- (22,760) 1,739,609 1,716,849 Net income (loss) $ -- $ (1,645,758) $ (6,437,617) $ (8,083,375) Total assets $ -- $ 3,713,170 $ 11,233,776 $ 14,946,946 |
Discontinued Operations, Note
Discontinued Operations, Note | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Discontinued Operations, Note | 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 and $1,499,108 during the years ended December 31, 2013 and 2012, respectively. During April 2015, the Company’s Board of Directors determined to focus the Company’s financial resources on its business units that are scalable. Accordingly the Board of Directors decided to discontinue the Blue Earth Energy Management Services, Inc. (BEEMS) subsidiary. The decision was to sell any parts of BEEMS for which a buyer could be found and to shut down those parts that were not salable. On May 22, 2015, the Company entered into an Asset Purchase Agreement (the “Agreement”) for the website component of BEEMS. Pursuant to the Agreement, the buyers purchased from the Company, the website, the related inventory and certain intangible assets for cash of $450,000 and $125,000 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 BEEMS as discontinued. On July 31, 2015, the Company entered into an Asset Purchase Agreement (“APA”) for the service component of BEEMS. Pursuant to the APA, the buyers purchased the service vehicles, service assets and contracts and related inventory for cash of $216,711 plus a two-year earn-out agreement for up to an additional $250,000. The insignificant remainder of the BEEMS operations will be liquidated or absorbed into other segments of the Company’s operations. The discontinuance of BEEMS is a Type 1 subsequent event accordingly the Company’s financial statements have been restated to show the discontinued operations on a retroactive basis. The Company has recorded an impairment of the remainder of the assets for a combined loss on the disposal of the discontinued operations of $595,616. The following is a summary of the transactions: Sales Price $ 790,771 Inventory (105,612) Intangible assets (245,825) Commission paid (40,250) Vehicles net book value (38,082) Gain on sale of website and service and installation division 361,002 Impairment of net assets of BEEMS (956,618) Loss on Disposal of Discontinued Operations $ (595,616) Revenues of the discontinued operations were $5,790,042 , $3,366,037 and $3,444,821 during the years ended December 31, 2014, 2013 and 2012, respectively. |
Investment in Equity Subsidiary
Investment in Equity Subsidiary Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Investment in Equity Subsidiary Disclosure | NOTE 20 - INVESTMENT IN EQUITY SUBSIDIARY On October 30, 2014, the Company closed on an agreement to acquire shares of PowerGenix equity for $10 million payable through a combination of cash ($2 million) and Company restricted common shares (3,729,604) valued at $2.145 per share. The restricted shares are subject to a lock up/leak out agreement. Reciprocal equity ownership is designed to fund PowerGenix and maximize the working relationship between the two companies. The Company’s ownership of Series C Preferred Stock constitutes 24.4% of the equity of PowerGenix. The Company has been granted exclusive marketing rights to use the proprietary PowerGenix Nickel-Zinc (“NiZn”) batteries to produce intelligent digital NiZn energy storage systems using the Company’s proprietary intellectual property for a number of market verticals including: Stationary UPS Systems in the Data Center, Military, Telecom, Utility, Renewable Energy, Motor Start-Up, Frequency Regulation, Peak Shaving/Shifting and Demand Shifting market segments. The marketing rights are global for most market verticals. During the three months ended December 31, 2014, PowerGenix realized a net loss of $1,104,887. Accordingly the Company recognized 24.4% of the net loss in the amount of $269,592. Summarized financial information as of December 31, 2014 and for the three months then ended of PowerGenix is presented as follows: Total Assets $ 6,216,892 Total Liabilities $ 4,364,637 Net Loss $ 1,104,887 |
Restated Financial Statements D
Restated Financial Statements Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Restated Financial Statements Disclosure | NOTE 21 - RESTATED FINANCIAL STATEMENTS The Company has restated its financial statements to present on a retroactive basis the effect of several type 1 subsequent events including the resolution of certain litigation and the discontinuance of a significant component of its operations. This restatement is prepared in accordance with Topic 13 of the Financial Reporting Manual of the Securities and Exchange Commission due to CompanyÂ’s outstanding Form S-3. The restated financial statements reflect accrual of $2,437,618 of losses associated with the settlement of litigation subsequent to December 31, 2015 on a retroactive basis as of and for the year ended December 31, 2014. The restated financial also reflect the reclassification of the assets, liabilities and operations of BEEMS to discontinued operations. The following table presents a summarized comparison of the original consolidated balance sheets to the restated balance sheets: BLUE EARTH, INC. AND SUBSIDIARIES Consolidated Balance Sheets ASSETS December 31, December 31, December 31, December 31, 2014 2014 2013 2013 Restated Original Restated Original CURRENT ASSETS $ 11,362,284 $ 12,445,816 $ 20,608,492 $ 21,414,290 PROPERTY AND EQUIPMENT, net 56,815,626 56,982,778 828,311 858,212 OTHER ASSETS 32,744,205 33,310,767 62,843,560 63,906,772 ASSETS OF DISCONTINUED OPERATIONS 1,221,631 - 2,150,404 251,492 TOTAL ASSETS $ 102,143,746 $ 102,739,361 $ 86,430,767 $ 86,430,766 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES $ 8,413,959 $ 6,264,617 $ 6,513,265 $ 6,902,138 LIABILITIES OF DISCONTINUED OPERATIONS 354,665 - 579,483 190,609 Total Current Liabilities 8,768,624 6,264,617 7,092,748 7,092,747 LONG TERM LIABILITIES Long term portion of notes payable - 66,387 - - Total Liabilities 8,768,624 6,331,004 7,092,748 7,092,747 STOCKHOLDERS' EQUITY Preferred stock; 25,000,000 shares authorized at $0.001 par value, -0- and 570,000 shares issued and outstanding, respectively - - 570 570 Common stock; 500,000,000 shares authorized at $0.001 par value, 94,258,713 and 60,205,843 shares issued and outstanding, respectively 94,259 94,259 60,206 60,206 Additional paid-in capital 188,159,932 188,159,932 143,605,036 143,605,036 Stock subscription receivable - - (1,600,000) (1,600,000) Accumulated deficit (94,879,069) (91,845,834) (62,727,793) (62,727,793) Total Stockholders' Equity 93,375,122 96,408,357 79,338,019 79,338,019 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 102,143,746 $ 102,739,361 $ 86,430,767 $ 86,430,766 The following table presents a summarized comparison of the original consolidated statements of operations to the restated statements of operations: BLUE EARTH, INC. AND SUBSIDIARIES Consolidated Statements of Operations For the Year Ended December 31, 2014 2014 2013 2013 2012 2012 (restated) (original) (restated) (original) (restated) (original) REVENUES $ 12,470,718 $ 18,260,758 $ 6,938,804 $ 10,305,736 $ 5,009,500 $ 8,466,965 COST OF SALES 11,989,279 14,085,538 5,702,074 7,166,464 3,800,141 5,609,836 GROSS PROFIT 481,439 4,175,220 1,236,730 3,139,272 1,209,359 2,857,129 OPERATNG EXPENSES 28,810,764 31,109,358 25,223,338 28,497,962 11,009,583 14,167,889 LOSS FROM OPERATIONS (28,329,325) (26,934,138) (23,986,608) (25,358,690) (9,800,224) (11,310,760) OTHER INCOME (EXPENSE) (652,062) (680,321) 111,468 81,546 1,716,849 1,670,182 LOSS BEFORE INCOME TAXES (28,981,387) (27,614,459) (23,875,140) (25,277,153) (8,083,375) (9,640,578) INCOME TAX EXPENSE - - - - - - LOSS FROM CONTINUING OPERATIONS (28,981,387) (27,614,459) (23,875,140) (25,277,153) (8,083,375) (9,640,578) LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS (595,616) - - - - - LOSS FROM DISCONTINUED OPERATIONS (1,070,691) - (1,598,254) (196,241) (1,523,759) 33,444 NET LOSS (30,647,694) (27,614,459) (25,473,394) (25,473,394) (9,607,134) (9,607,134) PREFERRED DIVIDENDS (1,503,582) (1,503,582) (3,188,450) (3,188,450) (545,020) (545,020) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (32,151,276) $ (29,118,041) $ (28,661,844) $ (28,661,844) $ (10,152,154) $ (10,152,154) BASIC AND DILUTED LOSS PER SHARE Continuing Operations $ (0.42) $ (0.40) $ (0.74) $ (0.78) $ (0.46) $ (0.54) Discontinued Operations (0.02) - (0.05) (0.01) (0.08) 0.00 Net Loss Per Share $ (0.44) $ (0.40) $ (0.79) $ (0.79) $ (0.54) $ (0.54) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED 72,470,054 72,470,054 36,463,197 36,463,197 18,961,099 18,961,099 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Subsequent Events | NOTE 22 - SUBSEQUENT EVENTS Common Stock Transactions On January 2, 2015, the Company issued 10,000 shares of its common stock to consultants for services valued at $1.16 per share. As of January 27, 2015 the Company issued 63,887 shares of common to an executive officer for services valued at $1.30 per share. Issuance of Debt On March 10, 2015 the Company entered into a Note and Warrant Agreement whereby the Company issued a Senior Secured Convertible Note for $10,000,000. The Note grants the borrower a warrant to purchase 2,000,000 shares of the CompanyÂ’s common stock and an option to purchase up to 10,000,000 shares of the CompanyÂ’s common stock. The Note is due in full on September 10, 2015 with accrued interest at 12% per annum. The Note is convertible at the holdersÂ’ option to shares of the CompanyÂ’s common stock at the rate of $1.00 per share. In case of default the conversion price becomes 112% of the principle and interest due. Interest on the Note may be paid in cash or shares of the CompanyÂ’s common stock. The warrant attached to the Note allows the holder to purchase 2,000,000 shares of the CompanyÂ’s common stock at $1.00 per share. The option attached to the Note allows the holder to purchase 10,000,000 shares of the CompanyÂ’s common stock at $1.00 per share for 6 months after the satisfaction of the Note. The options are reduced by the amount of the Note converted to equity by the holder prior to the repayment of the Note. The Note is guaranteed by the CompanyÂ’s subsidiaries. Credit Line Payable On February 24, 2015, the Company borrowed $3,000,000 on the line of credit. The line of credit is for up to $4,000,000 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 one of the CompanyÂ’s CHP projects and one solar project. The Company received net proceeds of $2,911,700 after closing costs. The Company has issued 400,000 shares of Class D convertible preferred stock as tertiary collateral for the line of credit. The $88,300 of fees withheld from the proceeds of the line of credit are included in prepaid expenses and will be amortized over the term of the line of credit. 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 Polici29
Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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 Polici30
Significant Accounting Policies: Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements for 2014 reflect the financial position and operations of the Company and its wholly- owned subsidiaries, Blue Earth Tech, Inc. (BETI), Blue Earth Generator, Inc. (BEGI), Blue Earth Energy Power Solutions, LLC. (BEEPS), Ecolegacy Gas & Power, LLC (Eco), Blue Earth Solar, Inc. (BE Solar), Blue Earth Peak Power Solutions, Inc. (BEPPS), Blue Earth Finance, Inc. (BEFI), Blue Earth Capital, Inc. (BECI), Blue Earth CHP, Inc. (BECHP), and its 7 Special Purpose Entities (SPEÂ’s) which hold assets of the co-generation projects . The consolidated financial statements for 2013 reflect the financial position and operations of the Company and its wholly- owned subsidiaries, Blue Earth Tech, Inc. (BETI), Blue Earth Energy Management, Inc. (BEEM), Blue Earth Energy Power Solutions, LLC. (BEEPS), Ecolegacy Gas & Power, LLC (Eco), Blue Earth Solar, Inc. (BE Solar), Blue Earth Peak Power Solutions, Inc. (BEPPS), 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. (BETI), Blue Earth Energy Management, Inc. (BEEM), Ecolegacy Gas & Power, LLC (Eco), Blue Earth Solar, Inc. (BE Solar), and Blue Earth Finance, Inc. (BEFI) The CompanyÂ’s subsidiary Blue Earth Energy Management Services, Inc. (BEEMS) was disposed of subsequent to December 31, 2014 and is classified as discontinued operations in all periods presented. The CompanyÂ’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 Polici31
Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014, 2013 and 2012. |
Significant Accounting Polici32
Significant Accounting Policies: Advertising, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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 $93,818 , $7,037 and $41,086 for the years ended December 31, 2014, 2013 and 2012, respectively. |
Significant Accounting Polici33
Significant Accounting Policies: Intangible Assets, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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 BECI, BEPPS, BEEPS, BEEMS and BE Solar the Company has recorded $30,460,593 as the value of employment agreements, customer contracts and technology. These amounts are being amortized over their estimated useful lives of 3 years for employment contracts, 5 years for customer contracts and 17 years for technology. The Company recorded amortization expense of $4,068,334 , $2,125,967 and $1,836,678 during the years ended December 31, 2014, 2013 and 2012, respectively. Annual amortization expense will be $4,068,334 through 2016 after which it will fall to $834,571 through 2030. |
Significant Accounting Polici34
Significant Accounting Policies: Accounts Receivable, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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. ManagementÂ’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 CompanyÂ’s allowance for doubtful accounts was $333,013 , $21,282 and $0 as of December 31, 2014, 2013 and 2012, respectively. |
Significant Accounting Polici35
Significant Accounting Policies: Property and Equipment Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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 Polici36
Significant Accounting Policies: Long-Lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Long-Lived Assets | Long-Lived Assets Management evaluates the recoverability of the CompanyÂ’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 CompanyÂ’s stock price for a sustained period of time, and changes in the CompanyÂ’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 assetsÂ’ 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 Polici37
Significant Accounting Policies: Reserve for Warranty (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Reserve for Warranty | Reserve for Warranty The Company has accrued a reserve for the estimated cost of completing warrantied services. The reserve is $93,578 , $65,590 and $1,717 as of December 31, 2014, 2013 and 2012, respectively. |
Significant Accounting Polici38
Significant Accounting Policies: Fair Value Measurements, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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 Polici39
Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Revenue Recognition | Revenue Recognition Construction Revenues: Revenue from certain long-term, integrated project management contracts to provide solar and CHP construction and completion services is reported on the percentage-of-completion method of accounting. Progress is generally based upon physical progress related to contractually defined units of work. At the outset of each contract, we prepare a detailed analysis of our estimated cost to complete the project. Risks related to service delivery, usage, productivity, and other factors are considered in the estimation process. The recording of profits and losses on long-term contracts requires an estimate of the total profit or loss over the life of each contract. This estimate requires consideration of total contract value, change orders, and claims, less costs incurred and estimated costs to complete. Anticipated losses on contracts are recorded in full in the period in which they become evident. Profits are recorded based upon the total estimated contract profit times the current percentage complete for the contract. Service Contracts: Revenue from service contracts is recognized once the Company has established that (i) there is evidence of an arrangement, (ii) delivery has occurred and the performance obligation is substantially complete; (iii) the fee is fixed or determinable and (iv) collection is probable. Product Sales: Product sales revenues are recognized revenues when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed and determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured . Generally customers are invoiced upon delivery, installation and acceptance of the product by the customer. |
Significant Accounting Polici40
Significant Accounting Policies: Stock-Based Compensation, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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 recipientÂ’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. |
Significant Accounting Polici41
Significant Accounting Policies: Research and Development, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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 $163,758 , $252,597 and $582 , for the years ended December 31, 2014, 2013 and 2012, respectively. |
Significant Accounting Polici42
Significant Accounting Policies: Natural Gas Futures Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Natural Gas Futures Policy | Natural Gas Futures The Company accounts for its purchased Natural Gas Futures in accordance with ASC Topic 820 “Fair Value Measurements and Disclosures”. The Natural Gas Futures are marked to market at the end of each fiscal quarter using prices quoted on the NYMEX:NG. |
Significant Accounting Polici43
Significant Accounting Policies: Income Taxes, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014, the tax years 2011 through 2014 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. |
Significant Accounting Polici44
Significant Accounting Policies: Basic and Diluted Loss Per Share, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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 attributable to common shareholders 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 1,115,207, 1,011,290 and 960,761 common shares and warrants to purchase 14,231,918, 25,632,407 and 19,807,876 common shares were outstanding at December 31, 2014, 2013 and 2012, 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. |
Significant Accounting Polici45
Significant Accounting Policies: Inventory Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Inventory Policy | 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, 2014, 2013 and 2012 and consists of batteries and battery components at costs of $352,862 (net of $6,188 allowance), $143,957 (net of $-0- allowance) and $0 (net of $-0- allowance), respectively. The Company does not have any work in progress. |
Significant Accounting Polici46
Significant Accounting Policies: Accounting for Derivatives (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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. |
Significant Accounting Polici47
Significant Accounting Policies: Comprehensive Income, Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Comprehensive Income, Policy | Comprehensive Income The Company has no items of other comprehensive income as of December 31, 2014, 2013 and 2012. |
Significant Accounting Polici48
Significant Accounting Policies: Changes in Presentation (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Changes in Presentation | Changes in Presentation Certain changes have been made to conform the prior period loss per share data to the current presentation. These changes had no effect on reported net loss. |
Significant Accounting Polici49
Significant Accounting Policies: Recent Accounting Pronouncements Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Recent Accounting Pronouncements Policy | 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 CompanyÂ’s financial position or its financial statements. |
Significant Accounting Polici50
Significant Accounting Policies: Property and Equipment Policy: Schedule of Depereciation Terms for Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Depereciation Terms for 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 Deposits51
Prepaid Expenses and Deposits Disclosure: Schedule of Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Prepaid Expenses | 2014 2013 2012 Consulting fees (term 1-9 months) $ 713,289 $ 1,680,818 $ 696,868 Rent ( term 1 month) 32,966 14,534 -- Insurance (term 11 months) 133,760 147,321 42,555 Pre-contract costs 522,433 -- -- Deposits (term 1 month) 237,083 93,788 176,279 Total prepaid expenses and deposits $ 1,639,531 $ 1,936,461 $ 915,702 |
Property and Equipment Disclo52
Property and Equipment Disclosure: Schedule of Major Classes of Assets (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Major Classes of Assets | 2014 2013 2012 Office and computer equipment $ 327,023 $ 278,556 $ 172,466 Software 91,256 95,931 95,274 Manufacturing and installation equipment 442,450 402,063 170,537 Leasehold improvements 759,304 759,304 759,304 Construction in progress - internal 56,022,581 -- -- Sub Total 57,642,614 1,535,854 1,197,581 Accumulated Depreciation (826,988) (707,543) (598,138) Net $ 56,815,626 $ 828,311 $ 599,443 |
Intangible Assets Disclosure_ S
Intangible Assets Disclosure: Schedule of Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Intangible Assets | 2014 2013 2012 Cost: Xnergy customer base $ 9,137,225 $ 9,137,225 $ 9,137,225 Intelligent Power patents 4,147,832 4,147,832 - Millenium Power battery technology 10,039,872 10,039,872 - Employment agreement 4,602,500 - - Total Cost 27,927,429 23,324,929 9,137,225 Accumulated Amortization: Xnergy customer base (6,091,483) (4,264,038) (2,436,593) Intelligent Power patents (345,653) (101,663) - Millenium Power battery technology (787,441) (196,860) - Employment Agreement (1,406,318) - - Total Accumulated Amortization (8,630,895) (4,562,561) (2,436,593) Net $ 19,296,534 $ 18,762,368 $ 6,700,632 |
Fair Value of Financial Instr54
Fair Value of Financial Instruments Disclosure: Fair Value, Assets Measured on Recurring and Nonrecurring Basis (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | Liabilities: Total Carrying Value at December 31, 2014 (Level 1) (Level 2) (Level 3) Natural gas futures $ 2,426,266 $ 2,426,266 $ - $ - |
Fair Value of Financial Instr55
Fair Value of Financial Instruments Disclosure: Summary of Activity of Level 1 Assets (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Summary of Activity of Level 1 Assets | Balance at December 31, 2011 $ -- Change in fair value 2012 -- Balance at December 31, 2012 -- Change in fair value 2013 -- Balance at December 31, 2013 -- Purchases of futures contracts 2,429,150 Change in fair value 2014 (2,884) Balance at December 31, 2014 $ 2,426,266 |
Fair Value of Financial Instr56
Fair Value of Financial Instruments Disclosure: Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | Total Carrying Value at December 31, 2013/2014 (Level 1) (Level 2) (Level 3) Warrant derivative liability $ -- $ -- $ -- $ -- |
Fair Value of Financial Instr57
Fair Value of Financial Instruments Disclosure: Summary of Activity of Level 3 Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Summary of Activity of Level 3 Liabilities | 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 -- Change in fair value 2014 -- Balance at December 31, 2014 $ -- |
Fair Value of Financial Instr58
Fair Value of Financial Instruments Disclosure: Schdule of Assumptions used to Estimate Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schdule of Assumptions used to Estimate Fair Value | Assumptions December 31, 2011 Expected term (years) 1.8 -9.7 Expected volatility 152% Risk-free interest rate 0.71% - 4.13% Dividend yield 0.00% |
Commitments and Contingencies59
Commitments and Contingencies Disclosure: Schedule of Future Minimum Payments for Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Future Minimum Payments for Operating Leases | Year Amount 2015 $ 664,959 2016 646,287 2017 605,265 2018 598,398 2019 610,866 Thereafter 3,245,625 Total $ 6,371,400 |
Stockholders' Equity Disclosu60
Stockholders' Equity Disclosure: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 2014 2013 2012 Expected term (years) 10.0 5.0 - 10.0 5.0-10.0 Expected volatility 91.55-100.65% 101.49-103.25% 94.45-116.86% Weighted-average volatility 91.55-100.65% 101.49-103.25% 94.45-116.86% Risk-free interest rate 2.07-3.99% 0.23-1.53% 0.23-1.53% Dividend yield 0% 0% 0% Expected forfeiture rate 0% 0% 0% |
Stockholders' Equity Disclosu61
Stockholders' Equity Disclosure: Schedule of Stockholders' Equity, Options (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Stockholders' Equity, Options | No. of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2011 607,791 $ 1.63 9.8 $ -- 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) 0.90 9.8 -- Balance Outstanding, December 31, 2012 960,761 1.58 8.2 1,520,695 Granted 10,000 2.30 10 -- Granted 100,000 2.90 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 Granted 1,500,000 2.00 10 -- Granted 150,000 3.00 10 -- Granted 120,000 2.45 10 -- Granted 60,000 2.27 10 -- Granted 105,000 3.10 10 -- Granted 60,000 2.45 10 -- Granted 100,000 2.54 10 -- Granted 10,000 1.29 10 -- Granted 52,720 1.37 10 -- Granted 5,000 0.75 10 -- Expired (492,119) 3.37 -- -- Exercised (85,024) 1.36 -- -- Balance Outstanding, December 31, 2014 2,596,867 $ 2.54 8.82 $ 6,596,037 Exercisable, December 31, 2014 1,115,207 $ 1.87 8.37 $ 2,087,017 |
Stockholders' Equity Disclosu62
Stockholders' Equity Disclosure: Schedule of Stockholders' Equity Note, Warrants (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants | No. of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2011 15,799,866 $ 2.53 2.78 $ 39,973,661 Granted 900,000 1.16 5.00 -- Granted 700,000 1.33 5.00 -- Granted 660,000 0.01 8.00 -- Granted 75,000 0.10 10.00 -- Granted 2,400,000 1.00 5.00 -- Granted 1,415,260 3.00 1.00 -- Granted 1,412,500 0.01 10.00 -- Granted 146,750 1.75 5.00 -- Forfeited (3,495,000) (1.96) -- -- Exercised (427,000) (0.47) -- -- Balance Outstanding, December 31, 2012 19,587,376 2.53 2.78 49,556,061 Granted 3,600,000 2.15 10.00 -- Granted 3,000,000 0.01 10.00 -- Granted 2,400,000 2.90 10.00 -- Granted 1,400,000 0.01 10.00 -- Granted 1,000,000 1.00 10.00 -- Granted 200,000 0.01 10.00 -- Granted 200,000 2.00 5.00 -- Granted 250,000 0.01 5.00 -- Granted 2,300,000 0.01 10.00 -- Granted 4,517,500 3.00 3.00 -- Granted 430,902 1.75 5.00 -- Forfeited (7,572,077) (2.40) -- -- Exercised (8,653,033) (1.60) -- -- Balance Outstanding, December 31, 2013 22,660,668 1.90 6.52 43,055,269 Granted 200,000 0.00 10.00 -- Granted 100,000 1.00 10.00 -- Granted 8,521,654 6.00 3.00 -- Cancelled (3,600,000) (1.18) -- -- Forfeited (1,472,060) (1.90) -- -- Exercised (9,778,344) (1.60) -- -- Balance Outstanding December 31, 2014 16,631,918 3.80 5.29 53,353,862 Exercisable, December 31, 2014 14,031,918 3.76 4.77 52,760,012 |
Income Taxes Disclosure_ Schedu
Income Taxes Disclosure: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | 2014 2013 2012 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 Taxes Disclosure_ Sche64
Income Taxes Disclosure: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | 2014 2013 2012 Deferred tax assets: Net operating loss carry forward $ 12,159,700 $ 6,806,200 $ 3,736,000 Capital loss carryover 381,800 381,600 381,600 Allowance for doubtful accounts 1,162,300 39,600 24,600 Related party accruals 125,600 58,100 17,800 Accrued vacation 63,100 25,900 28,100 Impairment of discontinued operation 251,500 -- -- Accrual of litigation awards 1,029,200 -- -- Depreciation 43,600 43,600 35,800 Allowance for obsolete inventory 2,600 -- -- 15,219,400 7,355,000 4,223,900 Less: valuation allowance (15,219,400) (7,355,000) (4,223,900) Total deferred tax assets -- -- -- Total deferred tax liabilities -- -- -- Total net deferred tax assets (liabilities) $ -- $ -- $ -- |
Income Taxes Disclosure_ Sche65
Income Taxes Disclosure: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | 2014 2013 2012 Federal tax rate applied to loss before income taxes 34.0% 34.0% 34.0% State income taxes, net of federal benefit 3.5% 3.5% 3.5% Permanent differences (11.3)% (0.9)% (0.9)% Change in valuation allowance (22.6)% (39.4)% (39.4)% Other (3.6)% 2.8% 2.8% Income tax expense (benefit) 0.0% 0.0% 0.0% |
Construction in Progress Disc66
Construction in Progress Disclosure: Summary of construction in progress-short term (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Summary of construction in progress-short term | 2014 2013 2012 Materials and Labor $ -- $ 2,044,150 $ 376,386 Designs and Permitting 68,213 210,752 329,657 Total $ 68,213 $ 2,254,902 $ 706,043 |
Construction in Progress Disc67
Construction in Progress Disclosure: Summary of construction in progress-long term (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Summary of construction in progress-long term | 2014 2013 2012 Designs for co-generation projects $ -- $ 44,035,500 $ -- Total $ -- $ 44,035,500 $ -- |
Related Party Transactions Di68
Related Party Transactions Disclosure: Schedule of Related Party Payables (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Related Party Payables | Year Amount of Principal Payments Due 2015 $ 1,333,147 2016 -- 2017 -- 2018 -- 2019 -- Thereafter -- Total $ 1,333,147 |
Accrued Expenses Disclosure_ Sc
Accrued Expenses Disclosure: Schedule of Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Accrued Expenses | 2014 2013 2012 Sales Tax Payable $ 36,906 $ -- $ -- Credit Cards Payable -- -- 68,301 Accrued Interest Payable 297,902 188,419 42,725 Legal Settlements 2,437,618 -- -- Other 85,171 129,084 130,984 Total $ 2,857,597 $ 317,503 $ 245,010 |
Acquisition of Subsidiaries D70
Acquisition of Subsidiaries Disclosure: Schedule of Business Acquisition, IPS Power Engineering and Global Renewal Energy Group (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
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 D71
Acquisition of Subsidiaries Disclosure: Schedule of Business Acquisition, Intelligent Power (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
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 D72
Acquisition of Subsidiaries Disclosure: Schedule of Business Acquisition, Millennium Power Solutions (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
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 D73
Acquisition of Subsidiaries Disclosure: Business acquisition, pro forma (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Business acquisition, pro forma | December 31, 2013 Revenues $ 10,466,736 Net Loss $ (26,615,595) |
Discontinued Operations, Note_
Discontinued Operations, Note: Disposal Groups, Including Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Disposal Groups, Including Discontinued Operations | Sales Price $ 790,771 Inventory (105,612) Intangible assets (245,825) Commission paid (40,250) Vehicles net book value (38,082) Gain on sale of website and service and installation division 361,002 Impairment of net assets of BEEMS (956,618) Loss on Disposal of Discontinued Operations $ (595,616) |
Restated Financial Statements75
Restated Financial Statements Disclosure: Restated Balance Sheets (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Restated Balance Sheets | BLUE EARTH, INC. AND SUBSIDIARIES Consolidated Balance Sheets ASSETS December 31, December 31, December 31, December 31, 2014 2014 2013 2013 Restated Original Restated Original CURRENT ASSETS $ 11,362,284 $ 12,445,816 $ 20,608,492 $ 21,414,290 PROPERTY AND EQUIPMENT, net 56,815,626 56,982,778 828,311 858,212 OTHER ASSETS 32,744,205 33,310,767 62,843,560 63,906,772 ASSETS OF DISCONTINUED OPERATIONS 1,221,631 - 2,150,404 251,492 TOTAL ASSETS $ 102,143,746 $ 102,739,361 $ 86,430,767 $ 86,430,766 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES $ 8,413,959 $ 6,264,617 $ 6,513,265 $ 6,902,138 LIABILITIES OF DISCONTINUED OPERATIONS 354,665 - 579,483 190,609 Total Current Liabilities 8,768,624 6,264,617 7,092,748 7,092,747 LONG TERM LIABILITIES Long term portion of notes payable - 66,387 - - Total Liabilities 8,768,624 6,331,004 7,092,748 7,092,747 STOCKHOLDERS' EQUITY Preferred stock; 25,000,000 shares authorized at $0.001 par value, -0- and 570,000 shares issued and outstanding, respectively - - 570 570 Common stock; 500,000,000 shares authorized at $0.001 par value, 94,258,713 and 60,205,843 shares issued and outstanding, respectively 94,259 94,259 60,206 60,206 Additional paid-in capital 188,159,932 188,159,932 143,605,036 143,605,036 Stock subscription receivable - - (1,600,000) (1,600,000) Accumulated deficit (94,879,069) (91,845,834) (62,727,793) (62,727,793) Total Stockholders' Equity 93,375,122 96,408,357 79,338,019 79,338,019 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 102,143,746 $ 102,739,361 $ 86,430,767 $ 86,430,766 |
Restated Financial Statements76
Restated Financial Statements Disclosure: Restated Statement of Operations (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Restated Statement of Operations | BLUE EARTH, INC. AND SUBSIDIARIES Consolidated Statements of Operations For the Year Ended December 31, 2014 2014 2013 2013 2012 2012 (restated) (original) (restated) (original) (restated) (original) REVENUES $ 12,470,718 $ 18,260,758 $ 6,938,804 $ 10,305,736 $ 5,009,500 $ 8,466,965 COST OF SALES 11,989,279 14,085,538 5,702,074 7,166,464 3,800,141 5,609,836 GROSS PROFIT 481,439 4,175,220 1,236,730 3,139,272 1,209,359 2,857,129 OPERATNG EXPENSES 28,810,764 31,109,358 25,223,338 28,497,962 11,009,583 14,167,889 LOSS FROM OPERATIONS (28,329,325) (26,934,138) (23,986,608) (25,358,690) (9,800,224) (11,310,760) OTHER INCOME (EXPENSE) (652,062) (680,321) 111,468 81,546 1,716,849 1,670,182 LOSS BEFORE INCOME TAXES (28,981,387) (27,614,459) (23,875,140) (25,277,153) (8,083,375) (9,640,578) INCOME TAX EXPENSE - - - - - - LOSS FROM CONTINUING OPERATIONS (28,981,387) (27,614,459) (23,875,140) (25,277,153) (8,083,375) (9,640,578) LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS (595,616) - - - - - LOSS FROM DISCONTINUED OPERATIONS (1,070,691) - (1,598,254) (196,241) (1,523,759) 33,444 NET LOSS (30,647,694) (27,614,459) (25,473,394) (25,473,394) (9,607,134) (9,607,134) PREFERRED DIVIDENDS (1,503,582) (1,503,582) (3,188,450) (3,188,450) (545,020) (545,020) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (32,151,276) $ (29,118,041) $ (28,661,844) $ (28,661,844) $ (10,152,154) $ (10,152,154) BASIC AND DILUTED LOSS PER SHARE Continuing Operations $ (0.42) $ (0.40) $ (0.74) $ (0.78) $ (0.46) $ (0.54) Discontinued Operations (0.02) - (0.05) (0.01) (0.08) 0.00 Net Loss Per Share $ (0.44) $ (0.40) $ (0.79) $ (0.79) $ (0.54) $ (0.54) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED 72,470,054 72,470,054 36,463,197 36,463,197 18,961,099 18,961,099 |
Operating Segments Disclosure_
Operating Segments Disclosure: Schedule of Segment Reporting Information, by Segment (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Segment Reporting Information, by Segment | Energy Efficiency Construction and Maintenance Corporate Consolidated December 31, 2014 Revenues $ 904,124 $ 11,566,594 $ -- $ 12,470,718 Cost of sales 663,470 11,325,809 -- 11,989,279 Operating expenses 4,169,369 10,727,288 13,914,107 28,810,764 Other income (expense) 150,196 218,888 (1,021,146) (652,062) Net income (loss) $ (3,778,519) $ (10,267,615) $ (14,935,253) $ (28,981,387) Total assets $ 2,082,933 $ 81,598,027 $ 18,462,786 $ 102,143,746 Energy Efficiency Construction and Maintenance Corporate Consolidated December 31, 2013 Revenues $ 107,253 $ 6,831,551 $ -- $ 6,938,804 Cost of sales 93,961 5,608,113 -- 5,702,074 Operating expenses 895,012 3,383,608 20,944,718 25,223,338 Other income (expense) (181) (1,697) 113,346 111,468 Net income (loss) $ (881,901) $ (2,161,867) $ (20,831,372) $ (23,875,140) Total assets $ 256,929 $ 6,982,074 $ 79,191,764 $ 86,430,767 Energy Efficiency Construction and Maintenance Corporate Consolidated December 31, 2012 Revenues $ -- $ 5,009,500 $ -- $ 5,009,500 Cost of sales -- 3,800,141 -- 3,800,141 Operating expenses -- 2,832,357 8,177,226 11,009,583 Other income (expense) -- (22,760) 1,739,609 1,716,849 Net income (loss) $ -- $ (1,645,758) $ (6,437,617) $ (8,083,375) Total assets $ -- $ 3,713,170 $ 11,233,776 $ 14,946,946 |
Significant Accounting Polici78
Significant Accounting Policies: Advertising, Policy (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Details | |||
Advertising costs | $ 93,818 | $ 7,037 | $ 41,086 |
Significant Accounting Polici79
Significant Accounting Policies: Intangible Assets, Policy (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Details | |||
Value of customer contracts and franchises | $ 30,460,593 | ||
Amortization expense, intangible assets | $ 4,068,334 | $ 2,125,967 | $ 1,836,678 |
Significant Accounting Polici80
Significant Accounting Policies: Accounts Receivable, Policy (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Details | |||
Allowance for doubtful accounts | $ 333,013 | $ 21,282 | $ 0 |
Significant Accounting Polici81
Significant Accounting Policies: Property and Equipment Policy: Schedule of Depereciation Terms for Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2014 | |
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 |
Significant Accounting Polici82
Significant Accounting Policies: Reserve for Warranty (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Details | |||
Reserve for warranted services | $ 93,578 | $ 65,590 | $ 1,717 |
Significant Accounting Polici83
Significant Accounting Policies: Research and Development, Policy (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Details | |||
Research and development costs | $ 163,758 | $ 252,597 | $ 582 |
Significant Accounting Polici84
Significant Accounting Policies: Inventory Policy (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Details | |||
Inventory cost | $ 352,862 | $ 143,957 | $ 0 |
Allowance for obsolete inventory | $ 6,188 |
Prepaid Expenses and Deposits85
Prepaid Expenses and Deposits Disclosure: Schedule of Prepaid Expenses (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Prepaid expenses | $ 1,639,531 | $ 1,936,461 | $ 915,702 |
Consulting Fees (Term 1-9 Months) | |||
Prepaid expenses | 713,289 | 1,680,818 | 696,868 |
Rent (Term 1Month) | |||
Prepaid expenses | 32,966 | 14,534 | |
Insurance (Term 11 Months) | |||
Prepaid expenses | 133,760 | 147,321 | 42,555 |
Pre-contract costs | |||
Prepaid expenses | 522,433 | ||
Deposits (Term 1 Month) | |||
Prepaid expenses | $ 237,083 | $ 93,788 | $ 176,279 |
Technology License Disclosure (
Technology License Disclosure (Details) | 12 Months Ended |
Dec. 31, 2012USD ($)shares | |
Details | |
Amortization expense, technology license | $ | $ 13,850 |
Shares issued to terminate technology license | 75,000 |
Other Receivables Disclosure (D
Other Receivables Disclosure (Details) | Dec. 31, 2013USD ($) |
Details | |
Amount loaned for solar projects | $ 2,000,000 |
Property and Equipment Disclo88
Property and Equipment Disclosure: Schedule of Major Classes of Assets (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property and Equipment, asset value | $ 57,642,614 | $ 1,535,854 | $ 1,197,581 |
Accumulated depreciation on property and equipment assets | 43,600 | 43,600 | 35,800 |
Property and equipment, asset value, Net | 56,815,626 | 828,311 | 599,443 |
Computer Equipment | |||
Property and Equipment, asset value | 327,023 | 278,556 | 172,466 |
Software and Software Development Costs | |||
Property and Equipment, asset value | 91,256 | 95,931 | 95,274 |
Other Machinery and Equipment | |||
Property and Equipment, asset value | 442,450 | 402,063 | 170,537 |
Leasehold Improvements | |||
Property and Equipment, asset value | 759,304 | $ 759,304 | $ 759,304 |
Cogeneration plants | |||
Property and Equipment, asset value | $ 56,022,581 |
Property and Equipment Disclo89
Property and Equipment Disclosure (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Details | |||
Depreciation expense on property and equipment | $ 119,445 | $ 101,186 | $ 184,014 |
Intangible Assets Disclosure_90
Intangible Assets Disclosure: Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Details | |||
Contracts and technology, net | $ 19,296,534 | $ 18,762,368 | $ 6,700,632 |
Intangible Assets Disclosure (D
Intangible Assets Disclosure (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Details | |||
Amortization expense, intangible assets | $ 4,068,334 | $ 2,125,967 | $ 1,836,678 |
Fair Value of Financial Instr92
Fair Value of Financial Instruments Disclosure: Summary of Activity of Level 1 Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Fair Value, Level 1 Assets | $ 2,426,266 | $ 2,429,150 |
Change in fair value, assets | $ (2,884) |
Fair Value of Financial Instr93
Fair Value of Financial Instruments Disclosure: Summary of Activity of Level 3 Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Details | ||
Fair Value, Level 3 liabilities | $ 2,037,325 | |
Change in fair value during the year | $ (2,037,325) |
Commitments and Contingencies94
Commitments and Contingencies Disclosure: Schedule of Future Minimum Payments for Operating Leases (Details) | Dec. 31, 2014USD ($) |
Details | |
Future minimum operating lease payment, 2015 | $ 664,959 |
Future minimum operating lease payment, 2016 | 646,287 |
Future minimum operating lease payment, 2017 | 605,265 |
Future minimum operating lease payment, 2018 | 598,398 |
Future minimum operating lease payment, 2019 | 610,866 |
Future minimum operating lease payment, Thereafter | 3,245,625 |
Future minimum operating lease payment, Total | $ 6,371,400 |
Stockholders' Equity Disclosu95
Stockholders' Equity Disclosure (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Preferred shares authorized for issuance | 25,000,000 | 25,000,000 | |
Number of Common shares issued for Preferred conversions | 9,631,853 | 790,417 | |
Accrued Preferred dividends payable | $ 403,690 | $ 440,287 | |
Common shares authorized for issuance | 500,000,000 | 100,000,000 | |
Stock purchase options granted, 2009 Incentive Stock Plan | 2,110,000 | 110,000 | 372,970 |
Unrecognized compensation costs | $ 7,996,692 | $ 17,597,601 | $ 1,328,375 |
Series C Preferred | |||
Number of shares issued | 903,500 | ||
Value attributed to issuance | $ 9,035,000 | ||
Conversion features | The Series C preferred stock provided 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 | 6,386,729 | 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 provided 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 Preferred shares converted | 129,250 | 70,750 | |
Preferred stock and accrued dividends, common | |||
Number of shares issued | 6,386,729 | 9,631,853 | 790,417 |
Value attributed to issuance | $ 1,907,273 | $ 3,225,047 | $ 111,924 |
Common stock to the CEO of BE Capital | |||
Number of shares issued | 1,750,000 | ||
Value attributed to issuance | $ 4,602,500 | ||
Common stock for an equity interest in a battery manufacturing company | |||
Number of shares issued | 3,729,604 | ||
Value attributed to issuance | $ 800,001 | ||
Shares for consulting services | |||
Number of shares issued | 718,720 | 1,110,383 | 370,741 |
Value attributed to issuance | $ 1,596,735 | $ 2,768,237 | $ 497,429 |
Shares upon the exercise of warrants and options | |||
Number of shares issued | 11,467,817 | 8,007,870 | 467,723 |
Value attributed to issuance | $ 12,710,411 | $ 12,396,321 | $ 128,611 |
Number of shares cancelled | 84,180 | ||
Shares issued for cash | |||
Number of shares issued | 10,000,000 | ||
Value attributed to issuance | $ 10,000,000 | ||
Common stock debt conversion | |||
Number of shares issued | 389,358 | 1,220,501 | |
Value attributed to issuance | $ 573,548 | $ 1,464,313 | |
Common stock for manufacturing equipment | |||
Number of shares issued | 64,263 | ||
Value attributed to issuance | $ 195,359 | ||
Common stock for construction projects and energy storage and monitoring technologies | |||
Number of shares issued | 20,578,211 | ||
Common for a line of credit | |||
Number of shares cancelled | 92,115 | ||
Common 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 for the termination of rights to technology | |||
Number of shares cancelled | 75,000 | ||
Common for a stock subscription receivable | |||
Number of shares cancelled | 877,364 | ||
Purchase warrants to consultants | |||
Number of stock purchase warrants granted | 300,000 | 3,850,000 | 4,035,000 |
Warrants to the exercisers of the A warrants | |||
Number of stock purchase warrants granted | 8,521,654 | 4,029,154 | |
Purchase warrants to executive employees | |||
Number of stock purchase warrants granted | 10,500,000 | 900,000 | |
Purchase warrants to the placement agents of its Series C preferred stock | |||
Number of stock purchase warrants granted | 430,902 | ||
Warrants to the purchasers of the Series C preferred stock | |||
Number of stock purchase warrants granted | 4,292,500 | ||
Purchase warrants to a director | |||
Number of stock purchase warrants granted | 1,212,500 | ||
Purchase warrants to the placement agents of its Series B preferred stock | |||
Number of stock purchase warrants granted | 146,750 | ||
Warrants to the purchasers of the Series B preferred stock | |||
Number of stock purchase warrants granted | 1,415,260 | ||
These stock warrants and options | |||
Compensation expense recorded | $ 5,771,459 | $ 14,408,741 | $ 4,307,594 |
Stockholders' Equity Disclosu96
Stockholders' Equity Disclosure: Schedule of Stockholders' Equity, Options (Details) - USD ($) | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2011 | |
Stock options outstanding | 2,596,867 | 1,011,290 | 960,761 | 2,596,867 | 607,791 |
Weighted average exercise price, options outstanding | $ 2.54 | $ 1.85 | $ 1.58 | $ 2.54 | $ 1.63 |
Stock options exercised | (6,751) | (20,000) | (85,024) | ||
Weighted average exercise price, options exercised | $ 1.36 | $ 1.57 | $ 0.90 | ||
Aggregate intrinsic value, option outstanding | $ 6,596,037 | $ 1,851,695 | $ 1,520,695 | $ 6,596,037 | |
Stock options expired | (492,119) | (52,720) | |||
Weighted average exercise price, options expired | $ 3.37 | $ 1.37 | |||
Stock options exercisable | 1,115,207 | 1,115,207 | |||
Weighted average exercise price, options exercisable | $ 1.87 | $ 1.87 | |||
Aggregate intrinsic value, options exercisable | $ 2,087,017 | $ 2,087,017 | |||
Grant (1) | |||||
Stock options granted | 1,500,000 | 10,000 | 52,720 | ||
Weighted average exercise price, options granted | $ 2 | $ 2.30 | $ 1.37 | ||
Grant (2) | |||||
Stock options granted | 150,000 | 100,000 | 10,000 | ||
Weighted average exercise price, options granted | $ 3 | $ 2.90 | $ 1.23 | ||
Grant (3) | |||||
Stock options granted | 120,000 | 175,000 | |||
Weighted average exercise price, options granted | $ 2.45 | $ 1.27 | |||
Grant (4) | |||||
Stock options granted | 60,000 | 135,250 | |||
Weighted average exercise price, options granted | $ 2.27 | $ 1.72 | |||
Grant (5) | |||||
Stock options granted | 105,000 | ||||
Weighted average exercise price, options granted | $ 3.10 | ||||
Grant (6) | |||||
Stock options granted | 60,000 | ||||
Weighted average exercise price, options granted | $ 2.45 | ||||
Grant (7) | |||||
Stock options granted | 100,000 | ||||
Weighted average exercise price, options granted | $ 2.54 | ||||
Grant (8) | |||||
Stock options granted | 10,000 | ||||
Weighted average exercise price, options granted | $ 1.29 | ||||
Grant (9) | |||||
Stock options granted | 52,720 | ||||
Weighted average exercise price, options granted | $ 1.37 | ||||
Grant (10) | |||||
Stock options granted | 5,000 | ||||
Weighted average exercise price, options granted | $ 0.75 |
Stockholders' Equity Disclosu97
Stockholders' Equity Disclosure: Schedule of Stockholders' Equity Note, Warrants (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Warrants outstanding | 16,631,918 | 22,660,668 | 19,587,376 | 15,799,866 |
Weighted average exercise price, warrants outstanding | $ 3.80 | $ 1.90 | $ 2.53 | $ 2.53 |
Aggregate intrinsic value, warrants outstanding | $ 53,353,862 | $ 43,055,269 | $ 49,556,061 | $ 39,973,661 |
Warrants exercised | (9,778,344) | (8,653,033) | (427,000) | |
Weighted average exercise price, warrants exercised | $ (1.60) | $ (1.60) | $ (0.47) | |
Warrants cancelled | (3,600,000) | |||
Warrants exercisable | 14,031,918 | |||
Weighted average exercise price, warrants exercisable | $ 3.76 | |||
Aggregate intrinsic value, warrants exercisable | $ 52,760,012 | |||
Grant (1) | ||||
Warrants granted | 200,000 | 3,600,000 | 900,000 | |
Weighted average exercise price, warrants granted | $ 0 | $ 2.15 | $ 1.16 | |
Grant (2) | ||||
Warrants granted | 100,000 | 3,000,000 | 700,000 | |
Weighted average exercise price, warrants granted | $ 1 | $ 0.01 | $ 1.33 | |
Grant (3) | ||||
Warrants granted | 8,521,654 | 2,400,000 | 660,000 | |
Weighted average exercise price, warrants granted | $ 6 | $ 2.90 | $ 0.01 | |
Grant (4) | ||||
Warrants granted | 1,400,000 | 75,000 | ||
Weighted average exercise price, warrants granted | $ 0.01 | $ 0.10 | ||
Grant (5) | ||||
Warrants granted | 1,000,000 | 2,400,000 | ||
Weighted average exercise price, warrants granted | $ 1 | $ 1 | ||
Grant (6) | ||||
Warrants granted | 200,000 | 1,415,260 | ||
Weighted average exercise price, warrants granted | $ 0.01 | $ 3 | ||
Grant (7) | ||||
Warrants granted | 200,000 | 1,412,500 | ||
Weighted average exercise price, warrants granted | $ 2 | $ 0.01 | ||
Grant (8) | ||||
Warrants granted | 250,000 | 146,750 | ||
Weighted average exercise price, warrants granted | $ 0.01 | $ 1.75 | ||
Forfeit (1) | ||||
Warrants forfeited | (1,472,060) | (7,572,077) | (3,495,000) | |
Weighted average exercise price, warrants forfeited | $ (1.90) | $ (2.40) | $ (1.96) | |
Grant (9) | ||||
Warrants granted | 2,300,000 | |||
Weighted average exercise price, warrants granted | $ 0.01 | |||
Grant (10) | ||||
Warrants granted | 4,517,500 | |||
Weighted average exercise price, warrants granted | $ 3 | |||
Grant (11) | ||||
Warrants granted | 430,902 | |||
Weighted average exercise price, warrants granted | $ 1.75 |
Income Taxes Disclosure_ Sche98
Income Taxes Disclosure: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Details | |||
Net operation loss carry forward, deferred tax assets | $ 12,159,700 | $ 6,806,200 | $ 3,736,000 |
Capital loss carryover | 381,800 | 381,600 | 381,600 |
Allowance for doubtful accounts | 1,162,300 | 39,600 | 24,600 |
Related party accruals | 125,600 | 58,100 | 17,800 |
Accrued vacation | 63,100 | 25,900 | 28,100 |
Impairment of discontinued operation | 251,500 | ||
Accrual of litigation awards | 1,029,200 | ||
Depreciation | 43,600 | 43,600 | 35,800 |
Allowance for obsolete inventory | 2,600 | ||
Deferred tax assets, gross | 15,219,400 | 7,355,000 | 4,223,900 |
Less: valuation allowance | $ (15,219,400) | $ (7,355,000) | $ (4,223,900) |
Income Taxes Disclosure (Detail
Income Taxes Disclosure (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Details | |||
Increase (Decrease) in the valuation allowance | $ 7,864,400 | $ 3,131,100 | $ 1,796,800 |
Net operating loss carry forwards | $ 28,801,000 |
Concentration of Credit Risk100
Concentration of Credit Risk, Note (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Details | |||
Amounts in excess of insurable limites, cash and cash equivalents | $ 2,139,038 | $ 7,214,159 | $ 57,405 |
Construction in Progress Dis101
Construction in Progress Disclosure: Summary of construction in progress-short term (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Construction in Progress-ShortTerm | $ 68,213 | $ 2,254,902 | $ 706,043 |
Materials and labor | |||
Construction in Progress-ShortTerm | 2,044,150 | 376,386 | |
Designs and permitting | |||
Construction in Progress-ShortTerm | $ 68,213 | $ 210,752 | $ 329,657 |
Construction in Progress Dis102
Construction in Progress Disclosure: Summary of construction in progress-long term (Details) | Dec. 31, 2013USD ($) |
Construction in progress-long term | $ 44,035,500 |
Designs for co-generation projects | |
Construction in progress-long term | $ 44,035,500 |
Related Party Transactions D103
Related Party Transactions Disclosure (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2014 | 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 | ||
Amount repaid on related party loans | $ 4,004 | $ 691,853 | $ 6,614 | |
Employment contracts Thomas | ||||
Annual salary | $ 174,000 |
Related Party Transactions D104
Related Party Transactions Disclosure: Schedule of Related Party Payables (Details) | Dec. 31, 2014USD ($) |
Details | |
Amount of related party payables | $ 1,333,147 |
Accrued Expenses Disclosure_105
Accrued Expenses Disclosure: Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued expense | $ 2,857,597 | $ 317,503 | $ 245,010 |
Sales Tax Payable | |||
Accrued expense | 36,906 | ||
Credit Cards Payable | |||
Accrued expense | 68,301 | ||
AccruedInterestPayableMember | |||
Accrued expense | 297,902 | 188,419 | 42,725 |
Legal Settlements | |||
Accrued expense | 2,437,618 | ||
Other Accrued Liabilities | |||
Accrued expense | $ 85,171 | $ 129,084 | $ 130,984 |
Long Term Debt Disclosure (Deta
Long Term Debt Disclosure (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Details | |||
Repayment of line of credit | $ 1,500,000 | $ 1,500,000 | |
Proceeds from line of credit | 3,000,000 | ||
Proceeds from subordinated promissory notes payable | $ 209,714 | $ 1,208,008 | |
Promissory notes repaid | $ 534,312 | $ 776,481 |
Acquisition of Subsidiaries 107
Acquisition of Subsidiaries Disclosure: Schedule of Business Acquisition, IPS Power Engineering and Global Renewal Energy Group (Details) - IPS Power Engineering and Global Renewal Energy Group | Jul. 15, 2013USD ($)shares |
Common stock issued for acquisition | shares | 15,500,000 |
Total Assets Acquired | $ 44,038,852 |
Total Liabilities Assumed | $ 3,352 |
Acquisition of Subsidiaries 108
Acquisition of Subsidiaries Disclosure (Details) - USD ($) | Jan. 31, 2014 | Aug. 23, 2013 | Jul. 24, 2013 | Jul. 15, 2013 | Dec. 31, 2013 |
IPS Power Engineering and Global Renewal Energy Group | |||||
Net income (loss) for subsidiary | $ 319,931 | ||||
Common stock issued for acquisition | 15,500,000 | ||||
Intelligent Power | |||||
Net income (loss) for subsidiary | 556,775 | ||||
Common stock issued for acquisition | 1,383,400 | ||||
Millennium Power Solutions | |||||
Net income (loss) for subsidiary | $ 236,014 | ||||
Common stock issued for acquisition | 3,694,811 | ||||
Kenmont Solutions Capital GP | |||||
Common stock issued for acquisition | 1,750,000 |
Acquisition of Subsidiaries 109
Acquisition of Subsidiaries Disclosure: Schedule of Business Acquisition, Intelligent Power (Details) - Intelligent Power | Jul. 24, 2013USD ($)shares |
Common stock issued for acquisition | shares | 1,383,400 |
Total Assets Acquired | $ 4,202,649 |
Total Liabilities Assumed | $ 218,457 |
Acquisition of Subsidiaries 110
Acquisition of Subsidiaries Disclosure: Schedule of Business Acquisition, Millennium Power Solutions (Details) - Millennium Power Solutions | Aug. 23, 2013USD ($)shares |
Common stock issued for acquisition | shares | 3,694,811 |
Total Assets Acquired | $ 10,923,245 |
Total Liabilities Assumed | $ 23,553 |
Acquisition of Subsidiaries 111
Acquisition of Subsidiaries Disclosure: Business acquisition, pro forma (Details) - Millennium Power Solutions | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Pro forma revenue | $ 10,466,736 |
Proforma Net Income (Loss) | $ (26,615,595) |
Operating Segments Disclosure (
Operating Segments Disclosure (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
REVENUES | $ 12,470,718 | $ 6,938,804 | $ 5,009,500 |
Segment cost of sales | 11,989,279 | 5,702,074 | 3,800,141 |
Segment Operating Expenses | 28,810,764 | 25,223,338 | 11,009,583 |
Segment other income (expense) | (652,062) | 111,468 | 1,716,849 |
Segment Net Income (loss) | (28,981,387) | (23,875,140) | (8,083,375) |
TOTAL ASSETS | 102,143,746 | 86,430,767 | 14,946,946 |
Energy Efficiency and Technology | |||
REVENUES | 904,124 | 107,253 | |
Segment cost of sales | 663,470 | 93,961 | |
Segment Operating Expenses | 4,169,369 | 895,012 | |
Segment other income (expense) | 150,196 | (181) | |
Segment Net Income (loss) | (3,778,519) | (881,901) | |
TOTAL ASSETS | 2,082,933 | 256,929 | |
Construction | |||
REVENUES | 11,566,594 | 6,831,551 | 5,009,500 |
Segment cost of sales | 11,325,809 | 5,608,113 | 3,800,141 |
Segment Operating Expenses | 10,727,288 | 3,383,608 | 2,832,357 |
Segment other income (expense) | 218,888 | (1,697) | (22,760) |
Segment Net Income (loss) | (10,267,615) | (2,161,867) | (1,645,758) |
TOTAL ASSETS | 81,598,027 | 6,982,074 | 3,713,170 |
Corporate Segment | |||
Segment Operating Expenses | 13,914,107 | 20,944,718 | 8,177,226 |
Segment other income (expense) | (1,021,146) | 113,346 | 1,739,609 |
Segment Net Income (loss) | (14,935,253) | (20,831,372) | (6,437,617) |
TOTAL ASSETS | $ 18,462,786 | $ 79,191,764 | $ 11,233,776 |
Discontinued Operations, Note (
Discontinued Operations, Note (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Sale of discountinued operations, total price | $ (1,070,691) | $ (1,598,254) | $ (1,523,759) |
Revenues of the discontinued operations | 5,790,042 | $ 3,366,037 | $ 3,444,821 |
Loan Receivable | |||
Sale of discountinued operations, total price | $ 160,000 |
Discontinued Operations, Not114
Discontinued Operations, Note: Disposal Groups, Including Discontinued Operations (Details) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Details | |
Loss on Disposal of Discontinued Operations | $ (595,616) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Feb. 24, 2015 | Dec. 31, 2013 | Mar. 10, 2015 | Jan. 27, 2015 | Jan. 02, 2015 | |
Proceeds from line of credit | $ 3,000,000 | ||||
Issuances of common stocks | |||||
Shares issued | 63,887 | 10,000 | |||
Per share value | $ 1.30 | $ 1.16 | |||
Debt Issuance | |||||
Senior Secured Convertible Note issued | $ 10,000,000 | ||||
Warrant to purchase common stock | 2,000,000 | ||||
Option to purchase common stock | 10,000,000 | ||||
Second Amendment to Credit Agreement | |||||
Proceeds from line of credit | $ 2,911,700 |
Operating Segments Disclosur116
Operating Segments Disclosure: Schedule of Segment Reporting Information, by Segment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
REVENUES | $ 12,470,718 | $ 6,938,804 | $ 5,009,500 |
Segment cost of sales | 11,989,279 | 5,702,074 | 3,800,141 |
Segment Operating Expenses | 28,810,764 | 25,223,338 | 11,009,583 |
Segment other income (expense) | (652,062) | 111,468 | 1,716,849 |
Segment Net Income (loss) | (28,981,387) | (23,875,140) | (8,083,375) |
TOTAL ASSETS | 102,143,746 | 86,430,767 | 14,946,946 |
Energy Efficiency and Technology | |||
REVENUES | 904,124 | 107,253 | |
Segment cost of sales | 663,470 | 93,961 | |
Segment Operating Expenses | 4,169,369 | 895,012 | |
Segment other income (expense) | 150,196 | (181) | |
Segment Net Income (loss) | (3,778,519) | (881,901) | |
TOTAL ASSETS | 2,082,933 | 256,929 | |
Construction | |||
REVENUES | 11,566,594 | 6,831,551 | 5,009,500 |
Segment cost of sales | 11,325,809 | 5,608,113 | 3,800,141 |
Segment Operating Expenses | 10,727,288 | 3,383,608 | 2,832,357 |
Segment other income (expense) | 218,888 | (1,697) | (22,760) |
Segment Net Income (loss) | (10,267,615) | (2,161,867) | (1,645,758) |
TOTAL ASSETS | 81,598,027 | 6,982,074 | 3,713,170 |
Corporate Segment | |||
Segment Operating Expenses | 13,914,107 | 20,944,718 | 8,177,226 |
Segment other income (expense) | (1,021,146) | 113,346 | 1,739,609 |
Segment Net Income (loss) | (14,935,253) | (20,831,372) | (6,437,617) |
TOTAL ASSETS | $ 18,462,786 | $ 79,191,764 | $ 11,233,776 |