Organization and summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Operations [Text Block] | ' |
Nature of business |
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ThermoEnergy Corporation (“the Company”) was incorporated in January 1988 for the purpose of developing and marketing advanced municipal and industrial wastewater treatment and carbon reducing power generation technologies. |
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The Company’s wastewater treatment systems are based on its proprietary Controlled Atmosphere Separation Technology (“CAST®”) platform. The Company’s patented and proprietary platform technology is combined with off-the-shelf technologies to provide systems that are inexpensive, easy to operate and reliable. The Company’s wastewater treatment systems have global applications in metal finishing, heavy manufacturing, hydraulic fracturing, petrochemical, refining, aerospace, food and beverage processing, pulp and paper, microchip and circuit board manufacturing and municipal wastewater. The CAST® platform technology is owned by its subsidiary, CASTion Corporation (“CASTion”). |
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The Company also owns a patented pressurized oxycombustion technology that converts fossil fuels (including coal, oil and natural gas) and biomass into electricity while producing near zero air emissions and removing and capturing carbon dioxide in liquid form for sequestration or beneficial reuse. This technology is intended to be used to build new or to retrofit old fossil fuel power plants globally with near zero air emissions while capturing carbon dioxide as a liquid for ready sequestration far more economically than any other competing technology. The pressurized oxycombustion technology is held in the Company’s subsidiary, ThermoEnergy Power Systems, LLC (“TEPS”). |
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The Company’s pressurized oxycombustion technology and the water technologies are collectively referred to as the “Technologies.” |
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Principles Of Consolidation and Basis Of Presentation [Policy Text Block] | ' |
Principles of consolidation and basis of presentation |
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The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Financial results for Unity Power Alliance (“UPA”) have been consolidated for the period from inception until the date it became a Joint Venture on July 16, 2012. Financial results for UPA as a Joint Venture are accounted for under the equity method of accounting for investments, as discussed in Note 4. |
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Certain prior year amounts have been reclassified to conform to current year classifications. The Company separated the balance of accrued payroll and other taxes from other current liabilities; these amounts were included as part of other current liabilities on the Company’s Consolidated Balance Sheet as of December 31, 2012. Additionally, the Company reduced its balance of notes receivable, with an offsetting reduction of long term liabilities, by $100,000 compared to amounts reports on the Company’s Consolidated Balance Sheet as of December 31, 2012 to consistently report activity related to its investments in UPA. |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates affecting amounts reported in the consolidated financial statements relate to revenue recognition, recognition of derivative liabilities and accruals for payroll and other taxes. |
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The 15% third party ownership interest in TEPS is recorded as a noncontrolling interest in the consolidated financial statements. |
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Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue recognition |
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Historically, the Company has recognized revenues using the percentage-of-completion method. Under this approach, revenue is earned in proportion to total costs incurred in relation to total costs expected to be incurred. Project costs include all direct material and labor costs and indirect costs related to project performance, such as indirect labor, supplies, tools, repairs and depreciation. |
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Recognition of revenue and profit under the percentage-of-completion method is dependent upon a number of factors, including the accuracy of a variety of estimates made at the balance sheet date such as engineering progress, materials quantities, as well as achievement of milestones, penalty provisions, labor productivity and cost estimates made. Due to uncertainties inherent in the estimation process, actual completion costs may vary from estimates. Changes in job performance, job conditions and estimated profitability may result in revisions to costs and income and are recognized beginning in the period in which they become known. Provisions for estimated losses on uncompleted contracts are made in the period in which the estimated loss first becomes known. |
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Certain long-term projects include a number of different services to be provided to the customer. The Company records separately revenues, costs and gross profit related to each of these services if they meet the contract segmenting criteria. |
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In circumstances when the Company cannot estimate the final outcome of a project, or when the Company cannot reasonably estimate revenue, the Company utilizes the percentage-of-completion method based on a zero profit margin until more precise estimates can be made. If and when the Company can make more precise estimates, revenues are adjusted accordingly and recorded as a change in an accounting estimate. The Company recorded revenue from one project which represented 21% and less than 1% of its revenues for the years ended December 31, 2013 and 2012, respectively, utilizing the percentage of completion method based on a zero profit margin. |
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Effective October 1, 2013, the Company launched changes to its operations to emphasize standardized systems and manufacturing processes and has commenced selling wastewater treatment systems based on these changes. The Company recognizes revenue on the sale of its wastewater treatment systems from this new standardized process at the point of shipment or transfer of title, provided there is persuasive evidence of an arrangement, the fee is fixed and determinable, and the collectability of the related receivable is probable. Amounts received from customers in advance of shipment are recorded within customer deposits. |
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The Company recognizes revenues on its contract with UPA on a time-and-materials basis. |
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Revenue from spare parts sales is recognized upon shipment or title transfer under the terms of the customer contract. |
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Service revenue is recognized upon the completion and acceptance of the work performed. |
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Consolidation, Variable Interest Entity, Policy [Policy Text Block] | ' |
Variable interest entities |
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The Company assesses whether its involvement with another related entity constitutes a variable interest entity (“VIE”) through either direct or indirect variable interest in that entity. If an entity is deemed to be a VIE, the Company must determine if it is the primary beneficiary (i.e. the party that consolidates the VIE), in accordance with the accounting standard for the consolidation of variable interest entities. The Company qualitatively evaluates if it is the primary beneficiary of the VIE’s based on whether the Company has (i) the power to direct those matters that most significantly impacted the activities of the VIE; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE. See Note 4 for further discussion of UPA as a variable interest entity. |
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Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and cash equivalents |
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The Company places its cash in highly rated financial institutions, which are continually reviewed by senior management for financial stability. Generally the Company’s cash in interest-bearing accounts exceeds financial depository insurance limits. However, the Company has not experienced any losses in such accounts and believes that its cash is not exposed to significant credit risk. |
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The Company has a cash management program which provides for the investment of excess cash balances primarily in money market funds, which are valued using Level 1 inputs. The Company considers such highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. |
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Receivables, Policy [Policy Text Block] | ' |
Accounts receivable, net |
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Accounts receivable are recorded at their estimated net realizable value. Receivables related to the Company’s contracts have realization and liquidation periods of less than one year and are therefore classified as current. |
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The Company maintains allowances for specific doubtful accounts based on estimates of losses resulting from the inability of customers to make required payments and record these allowances as a charge to general and administrative expense. The Company’s method for estimating its allowance for doubtful accounts is based on judgmental factors, including known and inherent risks in the underlying balances, adverse situations that may affect the customer’s ability to pay and current economic conditions. Amounts considered uncollectible are written off based on the specific customer balance outstanding. |
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The following is a summary of the Company’s allowance for doubtful accounts activity for the year ended December 31, 2013: (in thousands) |
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Allowance for doubtful accounts, beginning of year | | $ | — | | | | | | |
Bad debt expense | | | 5 | | | | | | |
Write-offs | | | -5 | | | | | | |
Allowance for doubtful accounts, end of year | | $ | — | | | | | | |
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The Company did not have any activity in its allowance for doubtful accounts for the year ended December 31, 2012. |
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At December 31, 2013, two customers accounted for 81% of the Company’s total accounts receivable balance. At December 31, 2012, one customer accounted for 53% of the Company’s accounts receivable balance. For the year ended December 31, 2013, three customers each accounted for more than 10% of the Company’s revenues and collectively accounted for 76% of total revenues. For the year ended December 31, 2012, one customer accounted for 73% of the Company’s revenues. |
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Inventory, Policy [Policy Text Block] | ' |
Inventories, net |
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Inventories are stated at the lower of cost or net realizable value using the first-in, first-out method and are comprised of the following as of December 31, 2013 and 2012: (in thousands) |
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| | 2013 | | 2012 | | | |
Raw materials | | $ | 192 | | $ | 187 | | | |
Work in process | | | 46 | | | — | | | |
| | | 238 | | $ | 187 | | | |
Less: Reserve for excess and obsolete inventory | | | -134 | | | -134 | | | |
| | $ | 104 | | $ | 53 | | | |
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The Company evaluates its inventory for excess quantities and obsolescence on a periodic basis. In preparing its evaluation, the Company looks at the expected demand for its products for the next three to twelve months. Based on this evaluation, the Company records provisions to ensure that inventory is appropriately stated at the lower of cost or net realizable value. |
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Property, Plant and Equipment, Policy [Policy Text Block] | ' |
Property and equipment |
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Property and equipment are stated at cost and are depreciated over the estimated useful life of each asset. Depreciation is computed using the straight-line method. Property and equipment are comprised of the following as of December 31, 2013 and 2012: (in thousands) |
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| | Estimated Useful Lives | | 2013 | | 2012 | |
Computers and software | | 3-5 years | | $ | 254 | | $ | 198 | |
Furniture and fixtures | | 7 years | | | 50 | | | 50 | |
Demonstration equipment | | 7 years | | | 464 | | | 604 | |
Leasehold improvements | | life of lease | | | 168 | | | 110 | |
Production and laboratory equipment | | 7 years | | | 126 | | | 126 | |
| | | | | 1,062 | | $ | 1,088 | |
Less: Accumulated depreciation | | | | | -469 | | | -420 | |
| | | | $ | 593 | | $ | 668 | |
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Depreciation expense was $189,000 and $119,000 for the years ended December 31, 2013 and 2012, respectively. |
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The Company evaluates long-lived assets based on estimated future undiscounted net cash flows or other fair value measures whenever significant events or changes in circumstances occur that indicate the carrying amount may not be recoverable. If that evaluation indicates that an impairment has occurred, a charge is recognized to the extent the carrying amount exceeds the undiscounted cash flows or fair values of the asset, whichever is more readily determinable. |
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The Company recorded a loss of $131,000 in 2012 related to the disposal of a system previously used for pre-sales testing. This loss is included in sales and marketing expense on its Consolidated Statement of Operations for the year ended December 31, 2012. |
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Regulatory Income Taxes, Policy [Policy Text Block] | ' |
Taxes to governmental authorities |
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The Company collects sales taxes but excludes such amounts from revenues. |
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Shipping and Handling Cost, Policy [Policy Text Block] | ' |
Shipping and handling costs |
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Shipping and handling costs that are billed to customers are included in cost of goods sold in the accompanying statements of operations. |
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Advertising Costs, Policy [Policy Text Block] | ' |
Advertising costs |
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The Company expenses advertising costs as incurred. During the years ended December 31, 2013 and 2012, the Company incurred advertising expense in the amounts of $27,000 and $37,000, respectively. |
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Commitments and Contingencies, Policy [Policy Text Block] | ' |
Contingencies |
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The Company accrues for costs relating to litigation, including litigation defense costs, claims and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to payroll tax and other accruals are reflected in income in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated liability to be recognized in the period such new information becomes known. |
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Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock options |
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The Company accounts for stock options in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation.” This topic requires that the cost of all share-based payments to employees, including grants of employee stock options, be recognized in the financial statements based on their fair values on the measurement date, which is generally the date of grant. Such cost is recognized over the vesting period of the awards. The Company uses the Black-Scholes option pricing model to estimate the fair value of “plain vanilla” stock option awards. |
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Income Tax, Policy [Policy Text Block] | ' |
Income taxes |
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The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities and are measured using enacted rates and laws that will be in effect when the deferred tax assets or liabilities are expected to be realized or settled. A valuation allowance for deferred tax assets is provided if it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company recognizes interest and penalties related to underpayments of income taxes as a component of interest and other expense on its Consolidated Statement of Operations. |
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The Company estimates contingent income tax liabilities based on the guidance for accounting for uncertain tax positions as prescribed in ASC Topic 740, “Income Taxes.” The Company uses a two-step process to assess each income tax position. It first determines whether it is more likely than not that the income tax position will be sustained, based on technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the Company then records the benefit in the financial statements that equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At December 31, 2013 and 2012, there are no uncertain tax positions that require accrual. |
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The Company is subject to taxation in the U.S. and various states. As of December 31, 2013 the Company’s tax years for 2010, 2011, 2012 and 2013 are subject to examination by the tax authorities. As of December 31, 2013, the Company is no longer subject to U.S. federal, state or local examinations by tax authorities for years before 2010. Tax year 2009 was open as of December 31, 2012. |
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Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Fair value of financial instruments and fair value measurements |
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The carrying amount of cash and cash equivalents, accounts receivable, other current assets, accounts payable, short term borrowings and other current liabilities in the consolidated financial statements approximate fair value because of the short-term nature of those instruments. The carrying amount of the Company’s convertible debt and short term borrowings was $6,083,000 and $7,279,000 at December 31, 2013 and 2012, respectively, and approximates its fair value, as the interest rate on this debt approximates the interest rate of the Company’s recent borrowings. The Company’s derivative liabilities are recorded at fair value. See Note 8 for further information on derivative liabilities. |
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The Company's assets and liabilities carried at fair value are categorized using inputs from the three levels of fair value hierarchy, as follows: |
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| Level 1: | Quoted prices in active markets for identical assets or liabilities. | | | | | | | |
| Level 2: | Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | | | | | | | |
| Level 3: | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the liabilities. | | | | | | | |
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Earnings Per Share, Policy [Policy Text Block] | ' |
Earnings (loss) per share |
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Basic earnings (loss) per share (“EPS”) is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Fully diluted earnings per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock, such as stock options and warrants (using the “treasury stock” method), and convertible preferred stock and debt (using the “if-converted” method), unless the effect on net income per share is antidilutive. Under the “if-converted” method, convertible instruments are assumed to have been converted as of the beginning of the period or when issued, if later. The computations of diluted net loss per share do not include 0 and 392,326 options and warrants which were outstanding as of the years ended December 31, 2013 and 2012, respectively, as the inclusion of these securities would have been anti-dilutive. |
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Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' |
Concentration of Credit Risk |
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Financial instruments which potentially expose the Company to concentrations of credit risk include cash equivalents, trade accounts receivable, accounts payable and accrued liabilities. The Company restricts its cash equivalents to money market accounts with major banks and U.S. government and corporate securities which are subject to minimal credit and market risk. |
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New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent accounting pronouncements |
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In July 2013, the FASB issued ASU 2013-11, Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, an amendment to FASB Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (“FASB ASC Topic 740”). This update clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this ASU is not expected to have a material impact on the Company’s financial statements. |
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There were no other accounting standards recently issued that had or are expected to have a material impact on the Company’s consolidated financial statements and associated disclosures. |
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