Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
Document and Entity Information | |
Entity Registrant Name | Blue Earth, Inc. |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2015 |
Amendment Flag | false |
Entity Central Index Key | 1,422,109 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 94,590,666 |
Entity Filer Category | Accelerated Filer |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q3 |
Trading Symbol | bblu |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 616,790 | $ 2,883,621 |
Restricted cash | 20,032 | 632,102 |
Accounts receivable, net | 1,786,618 | 1,739,822 |
Costs and revenues in excess of billings | 1,941,685 | 3,967,207 |
Inventory, net | 480,292 | 352,862 |
Construction in progress | 71,128 | 68,212 |
Other receivables | 91,273 | 78,926 |
Prepaid expenses and deposits | 1,601,349 | 1,639,531 |
Total Current Assets | 6,609,167 | 11,362,283 |
PROPERTY AND EQUIPMENT, net | 67,231,291 | 56,815,626 |
OTHER ASSETS | ||
Deposits | 64,661 | 80,455 |
Natural gas futures | 1,323,123 | 2,426,266 |
Long term receivables | 1,264,433 | 1,587,548 |
Equity method investment | 7,777,435 | 9,353,402 |
Assets of discontinued operations | 1,221,632 | |
Contracts and technology, net | 16,149,395 | 19,296,534 |
Total Other Assets | 26,579,047 | 33,965,837 |
TOTAL ASSETS | 100,419,505 | 102,143,746 |
CURRENT LIABILITIES | ||
Accounts payable | 2,693,329 | 3,933,969 |
Current portion of notes payable | 280,481 | 121,466 |
Related party payables | 1,333,147 | 1,333,147 |
Costs in excess of billings | 226,995 | |
Line of credit payable | 2,368,280 | |
Convertible note payable | 10,600,000 | |
Accrued expenses | 3,323,768 | 2,857,597 |
Payroll expenses payable | 202,706 | 167,780 |
Liabilities of discontinued operations | 402,992 | 354,665 |
Total Current Liabilities | 21,431,698 | 8,768,624 |
LONG TERM LIABILITIES | ||
Total Liabilities | $ 21,431,698 | $ 8,768,624 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock value | $ 400 | |
Common stock value | 94,593 | $ 94,259 |
Additional paid-in capital | 193,819,139 | 188,159,932 |
Minority interest | 7,364 | |
Accumulated deficit | (114,933,689) | (94,879,069) |
Total Stockholders' Equity | 78,987,807 | 93,375,122 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 100,419,505 | $ 102,143,746 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Balance Sheet | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 400,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 94,590,666 | 94,258,713 |
Common stock, shares outstanding | 94,590,666 | 94,258,713 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement | ||||
REVENUES | $ 3,285,997 | $ 1,183,357 | $ 10,614,411 | $ 4,951,709 |
COST OF SALES | 2,412,262 | 1,497,395 | 9,043,473 | 4,318,637 |
GROSS PROFIT | 873,735 | (314,038) | 1,570,938 | 633,072 |
OPERATING EXPENSES | ||||
Depreciation and amortization | 1,233,939 | 1,077,187 | 3,390,664 | 3,102,945 |
General and administrative | 4,895,341 | 6,157,699 | 15,191,585 | 14,951,720 |
Total Operating Expenses | 6,129,280 | 7,234,886 | 18,582,249 | 18,054,665 |
LOSS FROM OPERATIONS | (5,225,545) | (7,548,924) | (17,011,311) | (17,421,593) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 2,891 | 3,435 | 6,029 | 5,732 |
Other income | 13,723 | 1,278 | 26,076 | 15,315 |
Income (loss) from equity investment | (683,917) | (1,975,967) | ||
Interest expense | 725,629 | 62,532 | 1,394,963 | 388,002 |
Mark futures to market | 925,704 | 1,103,143 | ||
Gain (loss) on minority interest | (136) | (136) | ||
Gain (loss) on settlement of litigation | 614,250 | 2,592,910 | ||
Total Other Income (Expense) | (1,704,250) | (57,819) | (1,848,922) | (366,955) |
LOSS BEFORE INCOME TAXES | $ (6,959,795) | $ (7,606,743) | $ (18,860,233) | $ (17,788,548) |
INCOME TAX EXPENSE | ||||
LOSS FROM CONTINUING OPERATIONS | $ (6,959,795) | $ (7,606,743) | $ (18,860,233) | $ (17,788,548) |
Income (loss) from Discontinued Operations | (282,560) | (235,733) | (1,194,387) | (452,230) |
NET LOSS | (7,242,355) | (7,842,476) | (20,054,620) | (18,240,778) |
PREFERRED DIVIDENDS | (13,870) | (1,503,582) | ||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (7,242,355) | $ (7,856,346) | $ (20,054,620) | $ (19,744,360) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.08) | $ (0.12) | $ (0.21) | $ (0.24) |
Continuing operations loss per share | (0.07) | (0.11) | (0.20) | (0.23) |
Discontinued operations loss per share | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED | 94,311,454 | 67,806,050 | 93,954,010 | 75,557,564 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
OPERATING ACTIVITIES | ||
NET LOSS | $ (20,054,620) | $ (18,240,778) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock option and stock warrants issued for services | 3,063,082 | 2,682,987 |
Impairment of inventory | 299,573 | |
Income (loss) from equity investment | (1,975,967) | |
Impairment of construction in progress | 369,039 | |
Gain (loss) on minority interest | (136) | |
Mark futures to market | 1,103,143 | |
Gain (loss) on settlement of litigation | 2,592,910 | |
Gain (loss) on sale of assets | 9,470 | 15,315 |
Stock issued for services | 1,175,243 | 1,400,714 |
Depreciation and amortization | 3,390,664 | 3,102,945 |
Amortization of debt discount | 2,512,653 | |
Changes in operating assets and liabilities: | ||
Accounts receivable and billings in excess | 2,866,846 | 1,687,672 |
Inventory | (37,655) | 10,739 |
Restricted cash | 612,071 | (881,942) |
Construction in progress | (371,955) | 2,175,452 |
Prepaid expenses and deposits | (100,609) | 170,314 |
Accounts payable and accrued expenses | (386,840) | (380,559) |
Net Cash Used in Operating Activities | (6,485,487) | (7,988,198) |
Net Cash Provided by Discontinued Operating Activities | 457,694 | (58,159) |
INVESTING ACTIVITIES | ||
Collection of other receivables | (12,347) | |
Proceeds from sale of equipment | 9,470 | |
Purchase of equity method investment | 400,000 | 422,993 |
Lending of other receivables | 90,548 | |
Purchase of property and equipment | 10,737,867 | 7,314,299 |
Net Cash Used in Investing Activities | (11,140,744) | (7,646,744) |
Net Cash Provided by (Used in) Discontinued Investing Activities | 812,391 | 175,647 |
FINANCING ACTIVITIES | ||
Proceeds from warrants and options exercised | 12,565,876 | |
Proceeds from stock subscriptions | 2,037,835 | |
Proceeds from minority interest | 7,500 | 1,600,119 |
Payments of stock offering costs | 170,000 | |
Proceeds from line of credit, net | 2,911,700 | 96,884 |
Proceeds from notes payable, net | 9,953,068 | 311,407 |
Repayment of notes payable and line of credit | 543,420 | 1,846,706 |
Repayment of related party loans | 4,004 | |
Net Cash Provided by Financing Activities | 14,196,683 | 12,723,576 |
Net Cash Used in Discontinued Financing Activities | (107,368) | (118,180) |
NET INCREASE (DECREASE) IN CASH | (2,266,831) | (2,912,058) |
CASH AT BEGINNING OF PERIOD | 2,883,621 | 8,403,731 |
CASH AT END OF PERIOD | 616,790 | 5,491,673 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for Interest | 157,277 | 124,584 |
NON CASH FINANCING ACTIVITIES: | ||
Common stock issued for conversion of preferred stock | 333,128 | |
Common stock cancelled for settlement litigation | (2,028,658) | |
Common stock issued for acquisition of subsidiary | 4,602,500 | |
Common stock issued for equipment | $ 137,693 | |
Interest reclassification to notes payable | 600,000 | |
Preferred stock issued as collateral for loan | 400 | |
Debt discount and conversion feature | 1,970,691 | |
Debt issuance costs paid by stock | $ 226,000 |
Condensed Financial Statements
Condensed Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Condensed Financial Statements | NOTE 1 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2015 and 2014, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys December 31, 2014 audited financial statements, as amended. The results of operations for the periods ended September 30, 2015 and 2014 are not necessarily indicative of the operating results for the full year. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Significant Accounting Policies | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES 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 September 30, 2015 consists of batteries, battery components, and refrigeration components of $480,292. The inventory is valued net of an allowance of $9,798 as of September 30, 2015. The Company does not have any work in progress. Use of Estimates 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition Construction Revenues Service Contracts Product Sales Power Generation Sales Recent Accounting Pronouncements The Company has evaluated recent accounting pronouncements and their adoption has not had, nor is expected to have a material impact on the Companys financial position, or statements. Capitalization of Construction Period Interest The Company capitalizes construction period interest as required under ASC 835-20. Both directly attributable borrowing costs and borrowing costs from a general fund are required to be capitalized. Until March 2015, the Company had no material interest expense. During March 2015, the Company borrowed $13,000,000, in part, to fund the construction of its CHP projects. The $13,000,000 consisted of a $10,000,000 Senior Convertible note and a $3,000,000 line of credit. The convertible note payable and the credit line payable accrue interest at 12% per annum. . In September 2015, the Company refinanced the $10,000,000 Senior Convertible note with a $10,600,000 Note Purchase Agreement. The Note Purchase Agreement accrues interest at 15% per annum. The Company will capitalize the appropriate interest cost in accordance with ASC 835-20-25-8 through the completion of the construction of each project. The Company capitalized interest of $2,175,792 during the nine months ended September 30, 2015. |
Significant Events Disclosure
Significant Events Disclosure | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Significant Events Disclosure | NOTE 3 - SIGNIFICANT EVENTS Settlement of Litigation and Contract Disputes The Company received 2,190,484 shares of its common stock in settlement of litigation and other disputes valued at $0.926 per share. As part of the settlement the Company forgave a $50,000 note receivable. . The Company also received 675,000 shares in settlement of contract disputes valued at $0.91 per share. The total gain on settlement of disputes was $2,592,910. 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. On August 30, 2015, the Company and Hawaii Solar, LLC and National Energy Partners, LLC entered into a settlement agreement. The Company will pay NEP $826,000 to settle and compromise the claims and controversies between the Company and NEP and to terminate the Xnergy Action, the DOE Action and the DPR Arbitration. Of the $826,000, 369,318 shares of common stock were issued for $325,000. Common Stock Transactions During the nine months ended September 30, 2015, the Company issued 605,770 common shares for services valued at $560,990. The Company also issued 200,000 common shares for debt issuance costs valued at $226,000. The Company cancelled the 2,190,484 shares of its common stock it received in settlement of litigation. The Company issued a stock subscription of $2,000,000 for 1,666,667 shares of its common stock and for warrants to purchase an additional 833,334 shares of common stock for $1.60 per share, subsequently reduced to $0.20 per share. The warrants are exercisable beginning six months from the issuance date and ending 5 years after they become exercisable. The Company issued a stock subscription of $37,835 for 50,000 shares of its common stock for $0.75 per share to its CEO. Credit Line Payable During the nine months ended September 30, 2015, the Company borrowed $2,368,280 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 the Sumter Heat and Power CHP plant and the Melga 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 are being amortized over the term of the line of credit. CHP Plant Sumter SC Electricity and thermal heat is being generated and revenue from the generator is captured for processes in the poultry facility, lowering energy costs, reducing greenhouse gas emissions and improving energy efficiency. The Company realized the first revenues from CHP during June 2015. Series D Preferred Stock The Company has issued 400,000 shares of its $10.00 per share Series D preferred stock as tertiary collateral against the line of credit. The Series D preferred shares are issued, but not presently outstanding. The Series D preferred shares certificate is held by a third party and the lender does not have access to the certificate without the consent and cooperation of the Company. Solely in the event of a default by the Company of its payment obligations under the terms of the line of credit, a block of the Series D preferred shares would be released and converted into common shares in accordance the formula provided in the line of credit agreement. The sufficient common shares would be sold by the lender to cure the default. Upon the repayment of the line of credit the Series D preferred stock will be returned to the Company and cancelled. The Series D preferred shares are convertible into the Companys common stock by dividing the amount of any payment under a monetary default by the average closing price of the Companys common stock for 10 business days immediately prior to a conversion, but in no event to exceed 2,500,000 shares until first obtaining shareholder approval. Related Party Notes Payable The related party notes payable, totaling $1,333,147, are due on demand, accrue interest at 12% per annum and secured by the proceeds of the Companys Sun Valley projects. Convertible Note Payable and Note Payable During the nine months ended September 30, 2015, the Company borrowed $10,000,000 on a Senior Convertible note payable to Jackson Investment Group, LLC (Jackson.) The note payable was convertible into shares of the Companys common stock at $1.00 per share. However, on May 13, 2015, the convertible note payable was amended to increase the conversion price to $1.02 per share. The convertible note payable accrued interest at 12% per annum and was due on September 10, 2015. The convertible note payable was secured by all the assets of the Company except for the Sumter Heat and Power CHP plant and the Melga Solar Project and is also guaranteed by each of the Companys Subsidiaries, other than the two just mentioned. The Company received net proceeds of $9,953,068 after closing costs. The $46,932 in legal fees withheld from the loan proceeds are included in prepaid expenses and were amortized over the 6 month term of the convertible note payable. The lender received 200,000 shares of common stock valued at $226,000 as consideration for making the loan. The lender also received 2,000,000 warrants to purchase shares of the Companys common stock at $1.02 per share (amended from $1.00 per share). The value of the warrants measured by the Company was $1,321,600. The value was computed using the Black-Scholes formula with a 5 year maturity, 1.62% risk free rate and a 94.46% volatility. The lender also received the option (the Option) to purchase shares of the Companys common stock at $1.02 per share (amended from $1.00 per share) upon the Companys repayment of all or part of the convertible note payable. The value of the right to purchase common shares measured by the Company was $649,091. The value was computed using the Black-Scholes formula with a 1 year maturity, .25% risk free rate, a 87.06% volatility and a 5% probability of exercise. The total discount on the convertible note payable of $2,196,691 is being amortized over the 6 month term of the debt. The $10 million Senior Convertible note was paid on September 10, 2015. On September 10, 2015, the Company entered into a Note Purchase Agreement (the Purchase Agreement) pursuant to which a 15% senior secured note (the September Note) in the principal amount of $10,600,000 was issued, due February 29, 2016 to Jackson. The September Note was issued to repay and refinance in full the 12% senior secured convertible note due September 10, 2015 and issued on March 10, 2015 (the March Note), including $600,000 of accrued interest under the March Note. The September Note was issued solely as a result of unexpected construction delays outside of the parties' control at the Brooks Heat & Power CHP facility being constructed and is still collateralized by all of the assets of the Company and guaranteed by the Company's Subsidiaries, except as noted above. Neither the September Note, nor interest accrued thereon, is convertible into shares of the common stock of the Company. The 2,000,000 stock purchase warrants granted to Jackson by the Company on March 10, 2015 remain unchanged and are exercisable until March 10, 2020. The Option granted to Jackson on March 10, 2015 remains unchanged and is exercisable until March 10, 2016 |
Stock Purchase Warrants and Opt
Stock Purchase Warrants and Options Disclosure | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Stock Purchase Warrants and Options Disclosure | NOTE 4 - STOCK PURCHASE WARRANTS AND OPTIONS A summary of the Companys warrant activity during the periods ended September 30, 2015 and December 31, 2014 is presented below: No. of Exercise Contractual Intrinsic Warrants Price Term Value Balance Outstanding, December 31, 2013 22,660,668 $ 1.9 6.52 $ 43,055,269 Granted 200,000 $ 0 10 Granted 100,000 $ 1 10 Granted 8,521,654 $ 6 3 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 $ 3.8 5.29 $ 53,353,862 Granted 2,000,000 $ 1 5 Granted 300,000 $ 1.08 5 Granted 833,334 $ 1.6 5 Granted 250,000 $ 1.02 10 Forfeited (1,200,000) $ (2.15) -- Balance Outstanding, September 30, 2015 18,815,252 $ 3.12 4.41 $ 62,425,196 Exercisable, September 30, 2015 16,553,347 $ 3.39 3.94 $ 56,138,433 A summary of the Companys option activity during the periods ended September 30, 2015 and December 31, 2014 is presented below: Weighted Weighted Average Average Remaining Aggregate No. of Exercise Contractual Intrinsic Options Price Term Value Balance Outstanding, December 31, 2013 1,011,290 $ 1.85 8.22 $ 1,851,695 Granted 1,500,000 $ 2 10 Granted 150,000 $ 3 10 Granted 120,000 $ 2.45 10 Granted 60,000 $ 2.27 10 Granted 105,000 $ 3.1 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 Forfeited (492,119) $ 3.37 -- Exercised (85,024) $ 1.36 -- Balance Outstanding, December 31, 2014 2,596,867 $ 2.54 8.82 6,596,037 Granted 30,000 $ 1.2 10 Granted 100,000 $ 1.01 10 Granted 12,500 $ 1.21 10 Granted 5,000 $ 0.98 10 Granted 15,000 $ 0.97 10 Granted 7,500 $ 0.9 10 Granted 5,000 $ 0.92 10 Granted 35,000 $ 1.11 10 Granted 74,000 $ 1.15 10 Granted 440,000 $ 0.87 10 Granted 240,000 $ 0.76 10 Granted 500,000 $ 1.00 10 Granted 1,000,000 $ 2.00 10 Granted 1,000,000 $ 3.00 10 Granted 1,000,000 $ 4.00 10 Granted 400,000 $ 3.00 10 Forfeited (959,061) $ 2.24 -- Balance Outstanding, September 30, 2015 6,501,806 $ 2.59 8.41 $ 16,869,339 Exercisable, September 30, 2015 1,678,065 $ 1.93 8.01 $3,240,631 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments Disclosure | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Fair Value of Financial Instruments Disclosure | NOTE 5 - 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 Companys own assumptions used to measure assets and liabilities at fair value. An asset or liabilitys 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 periods ended September 30, 2015 and December 31, 2014. 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 $1,103,143and $-0- for the nine months ended September 30, 2015 and 2014, respectively, on the value of contracts. Assets measured at fair value on a recurring and non-recurring basis consisted of the following at September 30, 2015: Assets: Total Carrying Value at September 30, 2015 (Level 1) (Level 2) (Level 3) Natural gas futures $ 1,323,123 $ 1,312,123 $ - $ - The following is a summary of activity of Level 1 assets for the periods ended September 30, 2015 and December 31, 2014: 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 Purchases of futures contracts -- Change in fair value 2015 1,103,143 Balance at September 30, 2015 $ 1,323,123 |
Property and Equipment Disclosu
Property and Equipment Disclosure | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Property and Equipment Disclosure | NOTE 6 - PROPERTY AND EQUIPMENT The major classes of assets as of September 30, 2015 and December 31, 2014 are as follows: September 30, 2015 December 31, 2014 Office and computer equipment $ 360,369 $ 327,023 Software 99,877 91,256 Manufacturing and installation equipment 456,164 442,450 Leasehold improvements - 759,304 Cogeneration plants 67,076,627 56,022,580 Vehicles - - Sub Total 67,993,037 57,642,613 Accumulated depreciation (761,746 (826,987 Net $ 67,231,291 $ 56,815,626 Depreciation expense was $243,527 and $83,655, for the nine months ended September 30, 2015 and 2014, respectively. Approximately $67,652,331 of the Companys property and equipment serves as security against its debt. Depreciation of the cogeneration plants commenced when the Sumter plant was placed in service during the second quarter of 2015. Depreciation on additional plants will commence when they are placed in service. |
Commitments and Contingencies D
Commitments and Contingencies Disclosure | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Commitments and Contingencies Disclosure | NOTE 7 - COMMITMENTS AND CONTINGENCIES Arbitrations 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 Companys 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 Companys insurance carrier), (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, and (c) pay $1000 in attorney fees. 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 Companys financial statements are restated to reflect the award on a retroactive basis. Equipment Purchase Commitments The Company has entered into equipment purchase agreements whereby it has committed to paying approximately $20,928,229 for electrical co-generation equipment. The Company has made deposits of approximately $14,659,149 (70% of the total commitment) toward the purchase of the equipment which is included in construction in progress-property and equipment. The balance of the purchase price will be due upon acceptance of the equipment by the Company in accordance with progress payments as set out in the purchase contracts. Pending Litigation 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, 2015, 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 filed a motion to dismiss FAC on May 4, 2015. On November 4, 2015, the Court dismissed all of the claims in the complaint. The Court has given plaintiff leave to amend the complaint by November 30, 2015. The Company believes the claims contained in the complaint are without merit and is vigorously defending this 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). The named plaintiff in the case is not related to G. Robert Powell, the Companys current CEO. 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. |
Discontinued Operations Disclos
Discontinued Operations Disclosure | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Discontinued Operations Disclosure | NOTE 8 - DISCONTINUED OPERATIONS During April 2015, the Companys Board of Directors determined to focus the Companys 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 Companys 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 following is a summary of the Discontinued Operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenues $ 274,435 $ 1,494,822 $ 3,501,974 $ 4,521,258 Cost of Sale (204,007) (478,004) (1,539,811) (1,572,119) Depreciation & Amortization (3,677) (7,018) (24,829) (17,820) General & Admin (346,643) (1,239,390) (3,115,330) (3,364,995) Other Income (2,668) (6,143) (16,391) (18,554) Discontinued Operations $ (282,560) $ (235,733) $ (1,194,387) $ (452,230) |
Operating Segments Disclosure
Operating Segments Disclosure | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Operating Segments Disclosure | NOTE 9 - 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 Companys chief operating decision makers direct the allocation of resources to operating segments based on the business plan, budgets, profitability and cash flows of each respective segment. The Company has segmented its business into three operating segments: (1) Technology which includes sales of the battery technology and the RTI edge device; (2) Construction which includes the sales of projects for which the Company performs the engineering, procurement, construction and/or management of the projects; and (3) Power Generation which includes power revenue generated from facilities owned and operated by the Company and O&M maintenance and service on both facilities owned and not owned by the Company. 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. All significant intercompany transactions and balances have been eliminated. No restatement of prior period operating segments is necessary. The following tables show the operations of the Companys reportable segments for the nine months ended September 30, 2015 and 2014: Power Technology Construction Generation Consolidated September 30, 2015 Revenues $ 699,591 $ 8,940,319 $ 974,501 $ 10,614,411 Cost of Sales 441,901 8,189,652 411,920 9,043,473 Gross Profit $ 257,690 $ 750,667 $ 562,581 $ 1,570,938 Total assets $ 1,676,821 $ 29,626,921 $ 24,180,332 $ 100,419,505 Power Technology Construction Generation Consolidated September 30, 2014 Revenues $ 749,985 $ 4,201,724 $ $ 4,951,709 Cost of Sales 511,624 3,807,013 4,318,637 Gross Profit $ 238,361 $ 394,711 $ - $ 633,072 Total assets $ 2,024,754 $ 12,203,487 $ - $ 89,166,292 |
Investment in Equity Subsidiary
Investment in Equity Subsidiary Disclosure | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Investment in Equity Subsidiary Disclosure | NOTE 10 - INVESTMENT IN EQUITY SUBSIDIARY On October 30, 2014, the Company closed on an agreement to acquire shares of PowerGenix common stock 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 Companys ownership 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 Companys 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 nine months ended September 30, 2015, PowerGenix realized a net loss of $8,098,224. Accordingly, the Company recognized 24.4% of the net loss in the amount of $1,975,966. During the nine months ended September 30, 2015, the Company completed its cash obligation by investing an additional $400,000 into PowerGenix. Summarized financial information as of September 30, 2015 and for the nine months then ended of PowerGenix is presented as follows: Total Assets $ 2,013,482 Total Liabilities $ 4,367,398 Net Loss $ 8,098,224 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Subsequent Events | NOTE 11 - SUBSEQUENT EVENTS On November 4, 2015, the Court dismissed all of the claims in the complaint of the purported class action lawsuit that 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). The Court has given plaintiff leave to amend the complaint by November 30, 2015. The Company believes the claims contained in the complaint are without merit and is vigorously defending this matter. On October 23, 2015, the Company granted 149,673 Stock options to employees at $1.10 per share. The shares vest over 3 years and expire in 10 years. On October 27, 2015, the Company granted 15,813 Stock Options to employees at $1.03 per share. The shares vest over 3 years and expire in 10 years. On October 27, 2015, the Company granted 12,500 Stock Options to employees at $0.82 per share. The shares vest over 3 years and expire in 10 years. On October 27, 2015, the Company granted 15,000 Stock Options to employees at $0.83 per share. The shares vest over 3 years and expire in 10 years. On October 20, 2015, the Company collected $4,000,000 in stock subscriptions for 8,000,000 shares of common stock, with an over-allotment option to purchase 7,967,822 shares (Series B Warrants) for 6 months after closing, and ability to purchase up to 8 Million shares of common stock at $0.83 per share for a five year period commencing 6 months after closing (Series A Warrants), and ability to purchase an additional 2,000,000 shares of common stock (Series C Warrants) at $0.65 per share. Net proceeds were $3,655,000. On October 27, 2015, the Company amended the October 20, 2015 Agreement to exchange 7,642,580 shares of common stock; Series B Warrants to purchase 7,967,822 shares of common stock; Series A Warrants to purchase 8,000,000 shares of Common Stock; and Series C Warrants to purchase 2,000,000 shares of common stock for $4,203,419, which is $0.55 per share, and 3,000,000 purchase warrants exercisable at $0.55 per share. On October 23, 2015, the Company entered into a 9% Senior Secured Note for a principal amount of $5,154,507. Net Proceeds to the Company were $4,940,000. The 9% Senior Secured Note is due December 23, 2015. On October 11, 2015, the Company signed a Promissory Note for $310,000 with its CEO. The note accrued interest at 9%. The Note and the accrued interest were subsequently repaid on October 20, 2015. On October 30, 2015, the Companys subsidiary EnSite Power, Inc. received a securities purchase agreement and $1,000,000 in an escrow account for 100,000 preferred shares of EnSite Power, Inc., which was subsequently released from escrow. The official record date for the spin out of EnSite Power, Inc. is December 1, 2015, subject to certain regulatory notifications, approvals and other customary conditions. On October 30, 2015, the Company issued 12,500 shares to Alan Krusi, as independent director, for services rendered. In accordance with ASC 855-10, the Companys management has reviewed all material events and there are no additional material subsequent events to report. |
Significant Accounting Polici17
Significant Accounting Policies: Inventory, Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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 September 30, 2015 consists of batteries, battery components, and refrigeration components of $480,292. The inventory is valued net of an allowance of $9,798 as of September 30, 2015. The Company does not have any work in progress. |
Significant Accounting Polici18
Significant Accounting Policies: Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Use of Estimates | Use of Estimates 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Significant Accounting Polici19
Significant Accounting Policies: Revenue Recognition Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Revenue Recognition Policy | Revenue Recognition Construction Revenues Service Contracts Product Sales Power Generation Sales |
Significant Accounting Polici20
Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has evaluated recent accounting pronouncements and their adoption has not had, nor is expected to have a material impact on the Companys financial position, or statements. |
Significant Accounting Polici21
Significant Accounting Policies: Capitalization of Construction Period Interest Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Capitalization of Construction Period Interest Policy | Capitalization of Construction Period Interest The Company capitalizes construction period interest as required under ASC 835-20. Both directly attributable borrowing costs and borrowing costs from a general fund are required to be capitalized. Until March 2015, the Company had no material interest expense. During March 2015, the Company borrowed $13,000,000, in part, to fund the construction of its CHP projects. The $13,000,000 consisted of a $10,000,000 Senior Convertible note and a $3,000,000 line of credit. The convertible note payable and the credit line payable accrue interest at 12% per annum. . In September 2015, the Company refinanced the $10,000,000 Senior Convertible note with a $10,600,000 Note Purchase Agreement. The Note Purchase Agreement accrues interest at 15% per annum. The Company will capitalize the appropriate interest cost in accordance with ASC 835-20-25-8 through the completion of the construction of each project. The Company capitalized interest of $2,175,792 during the nine months ended September 30, 2015. |
Stock Purchase Warrants and O22
Stock Purchase Warrants and Options Disclosure: Schedule of Stockholders' Equity Note, Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants | No. of Exercise Contractual Intrinsic Warrants Price Term Value Balance Outstanding, December 31, 2013 22,660,668 $ 1.9 6.52 $ 43,055,269 Granted 200,000 $ 0 10 Granted 100,000 $ 1 10 Granted 8,521,654 $ 6 3 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 $ 3.8 5.29 $ 53,353,862 Granted 2,000,000 $ 1 5 Granted 300,000 $ 1.08 5 Granted 833,334 $ 1.6 5 Granted 250,000 $ 1.02 10 Forfeited (1,200,000) $ (2.15) -- Balance Outstanding, September 30, 2015 18,815,252 $ 3.12 4.41 $ 62,425,196 Exercisable, September 30, 2015 16,553,347 $ 3.39 3.94 $ 56,138,433 |
Stock Purchase Warrants and O23
Stock Purchase Warrants and Options Disclosure: Schedule of Stockholders' Equity, Options (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Stockholders' Equity, Options | Weighted Weighted Average Average Remaining Aggregate No. of Exercise Contractual Intrinsic Options Price Term Value Balance Outstanding, December 31, 2013 1,011,290 $ 1.85 8.22 $ 1,851,695 Granted 1,500,000 $ 2 10 Granted 150,000 $ 3 10 Granted 120,000 $ 2.45 10 Granted 60,000 $ 2.27 10 Granted 105,000 $ 3.1 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 Forfeited (492,119) $ 3.37 -- Exercised (85,024) $ 1.36 -- Balance Outstanding, December 31, 2014 2,596,867 $ 2.54 8.82 6,596,037 Granted 30,000 $ 1.2 10 Granted 100,000 $ 1.01 10 Granted 12,500 $ 1.21 10 Granted 5,000 $ 0.98 10 Granted 15,000 $ 0.97 10 Granted 7,500 $ 0.9 10 Granted 5,000 $ 0.92 10 Granted 35,000 $ 1.11 10 Granted 74,000 $ 1.15 10 Granted 440,000 $ 0.87 10 Granted 240,000 $ 0.76 10 Granted 500,000 $ 1.00 10 Granted 1,000,000 $ 2.00 10 Granted 1,000,000 $ 3.00 10 Granted 1,000,000 $ 4.00 10 Granted 400,000 $ 3.00 10 Forfeited (959,061) $ 2.24 -- Balance Outstanding, September 30, 2015 6,501,806 $ 2.59 8.41 $ 16,869,339 Exercisable, September 30, 2015 1,678,065 $ 1.93 8.01 $3,240,631 |
Fair Value of Financial Instr24
Fair Value of Financial Instruments Disclosure: Fair Value, Assets Measured on Recurring and Nonrecurring Basis (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | Assets: Total Carrying Value at September 30, 2015 (Level 1) (Level 2) (Level 3) Natural gas futures $ 1,323,123 $ 1,312,123 $ - $ - |
Fair Value of Financial Instr25
Fair Value of Financial Instruments Disclosure: Summary of Activity of Level 1 Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Summary of Activity of Level 1 Assets | 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 Purchases of futures contracts -- Change in fair value 2015 1,103,143 Balance at September 30, 2015 $ 1,323,123 |
Property and Equipment Disclo26
Property and Equipment Disclosure: Schedule of Major Classes of Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Major Classes of Assets | September 30, 2015 December 31, 2014 Office and computer equipment $ 360,369 $ 327,023 Software 99,877 91,256 Manufacturing and installation equipment 456,164 442,450 Leasehold improvements - 759,304 Cogeneration plants 67,076,627 56,022,580 Vehicles - - Sub Total 67,993,037 57,642,613 Accumulated depreciation (761,746 (826,987 Net $ 67,231,291 $ 56,815,626 |
Discontinued Operations Discl27
Discontinued Operations Disclosure: Discontinued Operations, Summary of Transactions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Discontinued Operations, Summary of Transactions | Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenues $ 274,435 $ 1,494,822 $ 3,501,974 $ 4,521,258 Cost of Sale (204,007) (478,004) (1,539,811) (1,572,119) Depreciation & Amortization (3,677) (7,018) (24,829) (17,820) General & Admin (346,643) (1,239,390) (3,115,330) (3,364,995) Other Income (2,668) (6,143) (16,391) (18,554) Discontinued Operations $ (282,560) $ (235,733) $ (1,194,387) $ (452,230) |
Operating Segments Disclosure_
Operating Segments Disclosure: Schedule of Segment Reporting Information, by Segment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Schedule of Segment Reporting Information, by Segment | Power Technology Construction Generation Consolidated September 30, 2015 Revenues $ 699,591 $ 8,940,319 $ 974,501 $ 10,614,411 Cost of Sales 441,901 8,189,652 411,920 9,043,473 Gross Profit $ 257,690 $ 750,667 $ 562,581 $ 1,570,938 Total assets $ 1,676,821 $ 29,626,921 $ 24,180,332 $ 100,419,505 Power Technology Construction Generation Consolidated September 30, 2014 Revenues $ 749,985 $ 4,201,724 $ $ 4,951,709 Cost of Sales 511,624 3,807,013 4,318,637 Gross Profit $ 238,361 $ 394,711 $ - $ 633,072 Total assets $ 2,024,754 $ 12,203,487 $ - $ 89,166,292 |
Investment in Equity Subsidia29
Investment in Equity Subsidiary Disclosure: Summarized financial information, Equity Method Investment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tables/Schedules | |
Summarized financial information, Equity Method Investment | Total Assets $ 2,013,482 Total Liabilities $ 4,367,398 Net Loss $ 8,098,224 |
Significant Accounting Polici30
Significant Accounting Policies: Inventory, Policy (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Details | ||
Inventory on hand | $ 480,292 | $ 352,862 |
Inventory is valued net of an allowance of | $ 9,798 |
Significant Accounting Polici31
Significant Accounting Policies: Capitalization of Construction Period Interest Policy (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Details | |
Capitalized interest | $ 2,175,792 |
Significant Events Disclosure (
Significant Events Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Gain (loss) on settlement of litigation | $ 614,250 | $ 2,592,910 | ||
Proceeds from stock subscriptions | 2,037,835 | |||
Line of credit payable | $ 2,368,280 | 2,368,280 | ||
Proceeds from line of credit | $ 2,911,700 | $ 96,884 | ||
Preferred stock, Class D, issued | 400,000 | 400,000 | ||
Related party notes payable | $ 1,333,147 | $ 1,333,147 | $ 1,333,147 | |
Proceeds from notes payable | 9,953,068 | $ 311,407 | ||
Debt discount to be amortized | $ 2,196,691 | 2,196,691 | ||
Note Purchase Agreement issued for Senior Convertible Note | $ 10,600,000 | |||
Line of credit fees | ||||
Preferred stock, Class D, issued | 400,000 | 400,000 | ||
Prepaid expenses | $ 88,300 | $ 88,300 | ||
Convertible Note Payable legal fees | ||||
Prepaid expenses | $ 46,932 | $ 46,932 | ||
Common stock for settlement of litigation | ||||
Common stock issued | 369,318 | |||
Common shares for services | ||||
Common stock issued | 605,770 | |||
Proceeds from or value of stock issued | $ 560,990 | |||
Common shares for debt issuance costs | ||||
Common stock issued | 200,000 | |||
Proceeds from or value of stock issued | $ 226,000 | |||
Common stock from settlement of litigation | ||||
Common stock cancelled | 2,190,484 | |||
Stock subscription | ||||
Proceeds from stock subscriptions | $ 2,000,000 | |||
Common stock subscribed | 1,666,667 | 1,666,667 | ||
Stock subscription - warrants | ||||
Common stock subscribed | 833,334 | 833,334 | ||
Stock subscription - CEO | ||||
Proceeds from stock subscriptions | $ 37,835 | |||
Common stock subscribed | 50,000 | 50,000 | ||
As consideration for a loan | ||||
Common stock issued | 200,000 | |||
Proceeds from or value of stock issued | $ 226,000 | |||
Warrants issued for debt | 2,000,000 | |||
Value of the warrants issued | $ 1,321,600 |
Stock Purchase Warrants and O33
Stock Purchase Warrants and Options Disclosure: Schedule of Stockholders' Equity Note, Warrants (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Warrants outstanding | 18,815,252 | 16,631,918 | 22,660,668 |
Weighted average exercise price, warrants outstanding | $ 3.12 | $ 3.8 | $ 1.9 |
Aggregate intrinsic value, warrants outstanding | $ 62,425,196 | $ 53,353,862 | $ 43,055,269 |
Warrants cancelled | (3,600,000) | ||
Weighted average exercise price, warrants cancelled | $ (1.18) | ||
Warrants forfeited | (1,200,000) | (1,472,060) | |
Weighted average exercise price, warrants forfeited | $ (2.15) | $ (1.90) | |
Warrants exercised | (9,778,344) | ||
Weighted average exercise price, warrants exercised | $ (1.60) | ||
Warrants exercisable | 16,553,347 | ||
Weighted average exercise price, warrants exercisable | $ 3.39 | ||
Aggregate intrinsic value, warrants exercisable | $ 56,138,433 | ||
Grant (1) | |||
Warrants granted | 2,000,000 | 200,000 | |
Weighted average exercise price, warrants granted | $ 1 | ||
Grant (2) | |||
Warrants granted | 300,000 | 100,000 | |
Weighted average exercise price, warrants granted | $ 1.08 | $ 1 | |
Grant (3) | |||
Warrants granted | 833,334 | 8,521,654 | |
Weighted average exercise price, warrants granted | $ 1.6 | $ 6 | |
Grant (4) | |||
Warrants granted | 250,000 | ||
Weighted average exercise price, warrants granted | $ 1.02 |
Stock Purchase Warrants and O34
Stock Purchase Warrants and Options Disclosure: Schedule of Stockholders' Equity, Options (Details) - USD ($) | 9 Months Ended | 12 Months Ended | 24 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock options outstanding | 6,501,806 | 2,596,867 | 2,596,867 | 1,011,290 |
Weighted average exercise price, options outstanding | $ 2.59 | $ 2.54 | $ 2.54 | $ 1.85 |
Aggregate intrinsic value, option outstanding | $ 16,869,339 | $ 6,596,037 | $ 6,596,037 | $ 1,851,695 |
Stock options forfeited | (959,061) | (492,119) | ||
Weighted average exercise price, options forfeited | $ 2.24 | $ 3.37 | ||
Stock options exercised | (85,024) | |||
Weighted average exercise price, options exercised | $ 1.36 | |||
Stock options exercisable | 1,678,065 | |||
Weighted average exercise price, options exercisable | $ 1.93 | |||
Aggregate intrinsic value, options exercisable | $ 3,240,631 | |||
Grant (1) | ||||
Stock options granted | 30,000 | 1,500,000 | ||
Weighted average exercise price, options granted | $ 1.2 | $ 2 | ||
Grant (2) | ||||
Stock options granted | 100,000 | 150,000 | ||
Weighted average exercise price, options granted | $ 1.01 | $ 3 | ||
Grant (3) | ||||
Stock options granted | 12,500 | 120,000 | ||
Weighted average exercise price, options granted | $ 1.21 | $ 2.45 | ||
Grant (4) | ||||
Stock options granted | 5,000 | 60,000 | ||
Weighted average exercise price, options granted | $ 0.98 | $ 2.27 | ||
Grant (5) | ||||
Stock options granted | 15,000 | 105,000 | ||
Weighted average exercise price, options granted | $ 0.97 | $ 3.1 | ||
Grant (6) | ||||
Stock options granted | 7,500 | 60,000 | ||
Weighted average exercise price, options granted | $ 0.9 | $ 2.45 | ||
Grant (7) | ||||
Stock options granted | 5,000 | 100,000 | ||
Weighted average exercise price, options granted | $ 0.92 | $ 2.54 | ||
Grant (8) | ||||
Stock options granted | 35,000 | 10,000 | ||
Weighted average exercise price, options granted | $ 1.11 | $ 1.29 | ||
Grant (9) | ||||
Stock options granted | 74,000 | 52,720 | ||
Weighted average exercise price, options granted | $ 1.15 | $ 1.37 | ||
Grant (10) | ||||
Stock options granted | 440,000 | 5,000 | ||
Weighted average exercise price, options granted | $ 0.87 | $ 0.75 | ||
Grant (11) | ||||
Stock options granted | 240,000 | |||
Weighted average exercise price, options granted | $ 0.76 | |||
Grant (12) | ||||
Stock options granted | 500,000 | |||
Weighted average exercise price, options granted | $ 1 | |||
Grant (13) | ||||
Stock options granted | 1,000,000 | |||
Weighted average exercise price, options granted | $ 2 | |||
Grant (14) | ||||
Stock options granted | 1,000,000 | |||
Weighted average exercise price, options granted | $ 3 | |||
Grant (15) | ||||
Stock options granted | 1,000,000 | |||
Weighted average exercise price, options granted | $ 4 | |||
Grant (16) | ||||
Stock options granted | 400,000 | |||
Weighted average exercise price, options granted | $ 3 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments Disclosure: Summary of Activity of Level 1 Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Details | ||
Purchases of futures contracts | $ 2,429,150 | |
Change in fair value, assets | $ 1,103,143 | (2,884) |
Fair Value, Level 1 Assets | $ 1,323,123 | $ 2,426,266 |
Property and Equipment Disclo36
Property and Equipment Disclosure: Schedule of Major Classes of Assets (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property and Equipment, asset value | $ 67,993,037 | $ 57,642,613 |
Accumulated depreciation on property and equipment assets | (761,746) | (826,987) |
Property and equipment, asset value, Net | 67,231,291 | 56,815,626 |
Computer Equipment | ||
Property and Equipment, asset value | 360,369 | 327,023 |
Software and Software Development Costs | ||
Property and Equipment, asset value | 99,877 | 91,256 |
Other Machinery and Equipment | ||
Property and Equipment, asset value | 456,164 | 442,450 |
Leasehold Improvements | ||
Property and Equipment, asset value | 759,304 | |
Cogeneration plants | ||
Property and Equipment, asset value | $ 67,076,627 | $ 56,022,580 |
Property and Equipment Disclo37
Property and Equipment Disclosure (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Details | ||
Depreciation expense on property and equipment | $ 243,527 | $ 83,655 |
Value of property and equipment serving as security against debt | $ 67,652,331 |
Commitments and Contingencies38
Commitments and Contingencies Disclosure (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Litigation settlement to be paid | $ 1,270,000 |
Equipment Purchase Agreements | |
Commitment to pay | 20,928,229 |
Deposits made toward purchase | $ 14,659,149 |
Discontinued Operations Discl39
Discontinued Operations Disclosure: Discontinued Operations, Summary of Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Details | ||||
Revenues of the discontinued operations | $ 274,435 | $ 1,494,822 | $ 3,501,974 | $ 4,521,258 |
Cost of sales, discontinued operations | (204,007) | (478,004) | (1,539,811) | (1,572,119) |
Depreciation and amortization, discontinued operations | (3,677) | (7,018) | (24,829) | (17,820) |
General and administrative expense, discontinued operations | (346,643) | (1,239,390) | (3,115,330) | (3,364,995) |
Other income, discontinued operations | (2,668) | (6,143) | (16,391) | (18,554) |
Income (loss) from Discontinued Operations | $ (282,560) | $ (235,733) | $ (1,194,387) | $ (452,230) |
Operating Segments Disclosure40
Operating Segments Disclosure: Schedule of Segment Reporting Information, by Segment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
REVENUES | $ 3,285,997 | $ 1,183,357 | $ 10,614,411 | $ 4,951,709 | |
COST OF SALES | 2,412,262 | 1,497,395 | 9,043,473 | 4,318,637 | |
GROSS PROFIT | 873,735 | (314,038) | 1,570,938 | 633,072 | |
Total Assets | 100,419,505 | 89,166,292 | 100,419,505 | 89,166,292 | $ 102,143,746 |
Technology Segment | |||||
REVENUES | 699,591 | 749,985 | |||
COST OF SALES | 441,901 | 511,624 | |||
GROSS PROFIT | 257,690 | 238,361 | |||
Total Assets | 1,676,821 | 2,024,754 | 1,676,821 | 2,024,754 | |
Construction Segment | |||||
REVENUES | 8,940,319 | 4,201,724 | |||
COST OF SALES | 8,189,652 | 3,807,013 | |||
GROSS PROFIT | 750,667 | 394,711 | |||
Total Assets | 29,626,921 | $ 12,203,487 | 29,626,921 | $ 12,203,487 | |
Heat and Power Production Segment | |||||
REVENUES | 974,501 | ||||
COST OF SALES | 411,920 | ||||
GROSS PROFIT | 562,581 | ||||
Total Assets | $ 24,180,332 | $ 24,180,332 |
Investment in Equity Subsidia41
Investment in Equity Subsidiary Disclosure: Summarized financial information, Equity Method Investment (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Details | |
PowerGenix assets | $ 2,013,482 |
PwerGenix liabilities | 4,367,398 |
PowerGenix net income (loss) | $ 8,098,224 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 4 Months Ended | 9 Months Ended | |
Oct. 31, 2015 | Sep. 30, 2015 | Oct. 20, 2015 | |
Proceeds from stock subscriptions | $ 2,037,835 | ||
Proceeds from 9% Senior Secured Note | $ 4,940,000 | ||
Granted to employees, Oct. 23, 2015 | |||
Stock options granted | 149,673 | ||
Option value per share | $ 1.10 | ||
Granted to employees, Oct. 27, 2015 | |||
Stock options granted | 15,813 | ||
Option value per share | $ 1.03 | ||
Granted to employees, Oct. 27, 2015 (2) | |||
Stock options granted | 12,500 | ||
Option value per share | $ 0.82 | ||
Granted to employees, Oct. 27, 2015 (3) | |||
Stock options granted | 15,000 | ||
Option value per share | $ 0.83 | ||
Stock subscriptions, subsequent period | |||
Common stock subscribed | 8,000,000 | ||
Proceeds from stock subscriptions | $ 3,655,000 | ||
Common stock for services, director | |||
Common stock issued | 12,500 |