EUROSITE POWER INC. - FORM 10-Q - May 15, 2015

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015

or
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-54484
EUROSITE POWER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
27-5250881
(State or Other Jurisdiction of Incorporation or Organization)
(IRS Employer Identification No.)
 
 
45 First Avenue
 
Waltham, Massachusetts
02451
(Address of principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (781) 522-6000
____________________________________________________________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer o
Non –accelerated filer o
Smaller reporting company x
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
Title of each class
 
Outstanding at May 14, 2015
Common Stock, $0.001 par value
 
65,747,100




EUROSITE POWER INC.


QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2015

TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
References in this Form 10-Q to “we”, “us”, “our”, the “Company” and “EuroSite Power” refer to EuroSite Power Inc. and its consolidated subsidiaries, unless otherwise noted.

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

EUROSITE POWER INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 
March 31,
2015
 
December 31,
2014
ASSETS
 
 
 
Current assets:
 

 
 

Cash and cash equivalents
$
2,020,883

 
$
3,776,852

Accounts receivable
187,686

 
152,664

 UK energy tax incentives receivable
608,051

 
648,917

Value added tax receivable
32,521

 
72,202

Inventory of finished goods
104,056

 
99,925

Other current assets
35,487

 
33,655

Total current assets
2,988,684

 
4,784,215

Property, plant and equipment, net
6,805,089

 
6,348,905

Other assets, long-term
15,324

 
16,764

TOTAL ASSETS
$
9,809,097

 
$
11,149,884

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
438,757

 
$
338,067

Accrued expenses and other current liabilities
112,381

 
130,252

Note payable related party
2,000,000

 
—

Total current liabilities
2,551,138

 
468,319

Long-term liabilities:
 
 
 
Convertible debentures
1,630,399

 
1,645,444

Convertible debentures due to related parties
978,239

 
987,266

Note payable related party
—

 
3,000,000

Total liabilities
5,159,776

 
6,101,029

Commitments and contingencies (note 5)


 


Stockholders’ equity:
 

 
 

Common stock, $0.001 par value; 100,000,000 shares authorized; 65,747,100 issued and outstanding at March 31, 2015 and December 31, 2014
65,747

 
65,747

Additional paid-in capital
12,177,868

 
12,147,005

Accumulated deficit
(7,594,294
)
 
(7,163,897
)
Total stockholders' equity
4,649,321

 
5,048,855

 
 
 
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
9,809,097

 
$
11,149,884


See Notes to Condensed Consolidated Financial Statements (Unaudited)

3

EUROSITE POWER INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
 
 
 
 
Revenues
 
 
 
Energy revenues
$
530,648

 
$
430,778

Turnkey & other revenues
17,406

 
1,406

 
548,054

 
432,184

Cost of sales
 

 
 

Fuel, maintenance and installation
414,972

 
328,741

Depreciation expense
90,392

 
70,696

 
505,364

 
399,437

Gross profit
42,690

 
32,747

 
 
 
 
Operating expenses
 

 
 

General and administrative
303,340

 
193,174

Selling
129,449

 
116,114

Engineering
30,718

 
23,986

 
463,507

 
333,274

Loss from operations
(420,817
)
 
(300,527
)
Other income (expense)
 

 
 

Interest and other income
2,697

 
1,213

Interest expense, net of debt premium amortization
(12,277
)
 
(21,778
)
Loss on extinguishment of convertible debt
—

 
(713,577
)
 
(9,580
)
 
(734,142
)
 
 
 
 
Loss before income taxes
(430,397
)
 
(1,034,669
)
Provision for income taxes
—

 
—

Net loss
$
(430,397
)
 
$
(1,034,669
)
 
 
 
 
Net loss per share - basic and diluted
$
(0.01
)
 
$
(0.02
)
Weighted-average shares outstanding - basic and diluted
65,747,100

 
56,747,100

 
See Notes to Condensed Consolidated Financial Statements (Unaudited)

4

EUROSITE POWER INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
 
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
 

Net loss
$
(430,397
)
 
$
(1,034,669
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 

 
 

Depreciation and amortization
90,987

 
72,419

Loss on extinguishment of debt
—

 
713,577

Amortization of deferred financing costs
—

 
2,509

Amortization of convertible debt premium
(24,072
)
 
(18,222
)
Stock-based compensation
30,863

 
47,896

Changes in operating assets and liabilities
 

 
 

(Increase) decrease in:
 

 
 

   Accounts receivable
(35,022
)
 
36,670

   Value added tax receivable
80,547

 
(23,615
)
   Income tax receivable
—

 
—

   Inventory of finished goods
(4,131
)
 
371,545

   Prepaid and other current assets
(1,832
)
 
(27,505
)
   Other assets, long- term
1,440

 
—

Increase (decrease) in:
 

 
 

   Accounts payable
87,727

 
93,757

   Due to related party
12,963

 
15,633

   Accrued expenses and other current liabilities
(17,871
)
 
28,709

Net cash (used in) provided by operating activities
(208,798
)
 
278,704

 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Purchases of property, plant and equipment
(547,171
)
 
(595,270
)
Net cash used in investing activities
(547,171
)
 
(595,270
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Payment on note payable to related party
(1,000,000
)
 
—

Net cash used in financing activities
(1,000,000
)
 
—

 
 
 
 
Net decrease in cash and cash equivalents
(1,755,969
)
 
(316,566
)
Cash and cash equivalents, beginning of the period
3,776,852

 
1,519,602

Cash and cash equivalents, end of the period
$
2,020,883

 
$
1,203,036

 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
Income tax paid
$6,750
 
$4,250
Interest paid
—

 
—

 
See Notes to Condensed Consolidated Financial Statements (Unaudited)

5

EUROSITE POWER INC.


Notes to Unaudited Condensed Consolidated Financial Statements for the period ending March 31, 2015.

Note 1. Description of Business and Basis of Presentation
 
Description of Business
 
EuroSite Power Inc., pr the Company, we, our or us, distributes, owns and operates clean, on-site energy systems that produce electricity, hot water, heat and cooling in the United Kingdom. The Company’s business model is to own the equipment it installs at customers’ facilities and to sell the energy produced by these systems to the customers on a long-term contractual basis at prices guaranteed to the customer to be below conventional utility rates. The Company calls this business the EuroSite Power “On-Site Utility”.
 
The Company was incorporated as a Delaware corporation on July 9, 2010 as a subsidiary of American DG Energy Inc., or American DG Energy, to introduce American DG Energy’s business model into the United Kingdom and Europe, although as of March 31, 2015, we operated in the United Kingdom only.

The Company has experienced total net losses since inception of approximately $7.6 million. For the foreseeable future, the Company expects to experience continuing operating losses and negative cash flows from operations as its management executes its current business plan. The Company believes that its existing resources, including cash and cash equivalents, future cash flow from operations, its ability to control certain costs, including those related to general and administrative expenses, and the use of capital from its parent company, will be sufficient to meet the working capital requirements of its existing business for the foreseeable future; however, as the Company continues to grow its business by adding more energy systems, the cash requirements will increase. The Company may need to raise additional capital through a debt financing or use capital provided by its parent to meet its operating and capital needs. There can be no assurance, however, that the Company will be successful in these fund-raising efforts or that additional funds will be available on acceptable terms, if at all.

Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015.

The condensed consolidated balance sheet at December 31, 2014 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, or the Annual Report.

There have been no significant changes in accounting principles, practices or inherent estimates.

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary EuroSite Power Limited, a United Kingdom registered company.

The Company’s operations are comprised of one business segment. The Company’s business is to sell energy in the form of electricity, heat, hot water and cooling to its customers under long-term sales agreements.
 
Note 2. Loss Per Common Share
 
The Company computes basic loss per share by dividing net loss for the period by the weighted-average number of shares of Common Stock outstanding during the period. The Company computes its diluted earnings per common share using the treasury stock method. For purposes of calculating diluted earnings per share, the Company considers its shares issuable in connection with stock options, warrants and debentures to be dilutive Common Stock equivalents when the exercise price is less than the average fair market value of the Company’s Common Stock for the period. For the three months ended

6

EUROSITE POWER INC.


March 31, 2015, the Company excluded 11,305,000 potentially dilutive shares resulting from stock options, warrants and convertible debentures, and for the three months ended March 31, 2014, the Company excluded 13,288,333 potentially dilutive shares resulting from stock options, warrants and convertible debentures. All shares issuable for both periods were anti-dilutive as a result of the reported net loss.


Note 3. Income Taxes

The provision (benefit) for income taxes in the accompanying consolidated statements of operations for the three months ended March 31, 2015 and March 31, 2014 differ from that which would be expected by applying the federal statutory tax rate primarily due to losses for which no benefit is recognized.
 
Note 4. Related Parties
 
American DG Energy, Tecogen and Ilios, are affiliated companies by virtue of common ownership 

The Company purchases the majority of its energy equipment from American DG Energy, its parent. American DG Energy purchases energy equipment primarily from Tecogen, an affiliate of the Company, which manufactures natural gas, engine-driven commercial and industrial cooling and cogeneration systems, and from Ilios Inc., or Ilios, a majority-owned subsidiary of Tecogen which is developing a line of ultra-high-efficiency heating products, such as a high efficiency water heater, for commercial and industrial applications utilizing advanced thermodynamic principles.
 
John N. Hatsopoulos is the Company’s Chairman of the Board and is also the Co-Chief Executive Officer of American DG Energy and Tecogen. His salary is $1.00 per year. On average, Mr. Hatsopoulos spends approximately 20% of his business time on the affairs of the Company, but such amount varies widely depending on the needs of the business and is expected to increase as the business of the Company develops.

Gabriel J. Parmese, the Company’s Chief Financial Officer, devotes part of his business time to the affairs of American DG Energy. His salary is paid by American DG Energy but a portion is reimbursed by the Company according to the requirements of the business. On average, Mr. Parmese spends approximately 15% of his business time on the affairs of the Company, but such amount varies widely depending on the needs of the business.

During the first quarter of 2015, the Company repaid $1,000,000 of a related party note according to the terms of the agreement.
 
The Company’s headquarters are located in Waltham, Massachusetts and consist of 3,282 square feet of office and storage space that are leased from Tecogen and shared with American DG Energy. American DG Energy is not currently charging the Company for utilizing its share of office space in the United States since it believes it is insignificant. The Company currently does not occupy any office space in the United Kingdom or Europe but intends to do so in the future. The Company believes that its facilities are appropriate and adequate for its current needs.


Note 5. Commitments and Contingencies

The Company has certain commitments through its agreements with Tecogen, Ilios, and other related parties. See Note 4 "Related Parties" for more detail.    

The Company, in the ordinary course of business is involved in various legal matters, the outcomes of which are not expected to have a material impact on the financial statements.

Note 6. Subsequent Events

The Company has evaluated subsequent events through the date of this filing and determined that no other subsequent events occurred that would require recognition in the consolidated financial statements or disclosure in the notes thereto.
     

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EUROSITE POWER INC.


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements
 
Forward-looking statements are made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, among other things, statements regarding our current and future cash requirements, our expectations regarding suppliers of cogeneration units, and statements regarding potential financing activities in the future. While the Company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the Company’s estimates change. Readers should not rely on those forward-looking statements as representing the Company’s views as of any date subsequent to the date of the filing of this Quarterly Report on Form 10-Q, or the Quarterly Report. There are a number of important factors that could cause the actual results of the Company to differ materially from those indicated by such forward-looking statements, including those detailed under the heading “Risk Factors” in this Quarterly Report.

Overview

The Company’s business model is to implement the American DG On-Site Utility model in Europe, which consists of the on-site installation of equipment owned by the Company, together with the sale to the customer of the electricity, heat and/or chilling of the equipment. Generally, this is done on a long-term contractual basis at prices guaranteed to the customer to be below conventional utility rates. The Company calls this business the EuroSite Power “On-Site Utility”. The implementation of this model may result in additional operational costs to the Company because of efforts to adjust a business model designed for United States utilities to the utilities of Europe. Additional capital expenditures may be required to ensure that energy systems function properly. If energy systems are not able to function properly in Europe, this may decrease revenue. In addition, an uncertainty exists where the American DG On-Site Utility model is largely unproven.

The profitability of our business model is highly dependent on the functionality of our energy equipment, the price of electricity, the demand for electricity, and to a lesser extent, the price of natural gas. Increase in demand for electricity tends to cause prices to rise. Higher electricity prices increase the Company’s revenue and liquidity. Lower natural gas prices decrease operational cost. The Company does not have a primary source of natural gas or a principal supplier. The Company buys its natural gas from its customers and its customers contract with various local suppliers of natural gas. Because the Company does not hedge or lock in local prices, it is exposed to some natural gas cost risk. In addition, an uncertainty in the Company’s business model exists where the pricing model of electricity and natural gas in Europe differs from the pricing model in the United States. To mitigate the risk of low electrical rates, the Company pursues energy system projects in areas with higher electrical rates.

The Company is engaged in continual fundraising efforts. The primary purpose of these efforts is to raise capital for the installation of energy systems. Generally, fundraising causes liquidity to increase. When the Company spends these funds to add new energy systems, its liquidity decreases and its capital expenditures increase. Generally, when the Company’s new energy systems begin producing energy, the Company’s revenue increases.

There is an ongoing consideration of how to access and lower the cost of capital. The Company regularly assesses the cost and availability of debt capital, preferred stock, convertible debentures, private equity financing, and public common stock offerings. The effect these fundraising efforts have on the business will depend on the type of fundraising. Generally, debt and convertible debenture financing will increase interest expense. Generally, convertible debentures, private equity, and public equity have the potential to dilute shareholder’s earnings per share. To date, the Company has largely financed its growth through the private placements of convertible debt and equity.


First Quarter 2015 Compared to First Quarter 2014
 
Revenues
 
Revenues in the first quarter of 2015 were $548,054 compared to $432,184 for the same period in 2014, an increase of $115,870 or 26.8%. The revenues increased primarily due to new sites and more sites being fully operational for a longer period of time in the first quarter of 2015 as compared to the first quarter of 2014. At March 31, 2015, we had 25 systems operational compared to 18 systems as of March 31, 2014 .

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EUROSITE POWER INC.



Cost of Sales
 
Cost of sales, including depreciation expense, in the first quarter of 2015 was $505,364 compared to $399,437 for the same period in 2014, the increase is primarily attributable to an increase in the number of installed operating systems.

 Gross Profit

Gross profits, in the first quarter of 2015 was $42,690, compared to $32,747 for the same period in 2014. The principal reason for the increase in gross profit was higher revenue due to an increase in the number of operational sites.

Operating Expenses
 
General and administrative expenses were $303,340 in the first quarter of 2015, compared to $193,174 for the same period in 2014, a increase of $110,166 or 57.0%. The increase in general and administrative expenses was due to higher legal and payroll expense.

Selling expenses were $129,449 in the first quarter of 2015, compared to $116,114 for the same period in 2014, an increase of $13,335 or 11.5%. The increase was primarily due to higher professional fees and higher commission expense.
 
Engineering expenses were $30,718 in the first quarter of 2015, compared to $23,986 for the same period in 2014. The increase in expense was due to higher travel expenses.
 
Other Income (Expense)
 
Interest and other income was $2,697 in the first quarter of 2015, compared to $1,213 for the same period in 2014, which is interest on our cash balance. Interest expense was $12,277 in the first quarter of 2015, compared to $21,778 for the same period in 2014. Lower interest expenses in the first quarter of 2015 is primarily due to more premium that offset interest expense from the exchange of convertible debt of $24,072 compared to $18,222 for the same period in 2014.

Net Loss
 
Net loss was $430,397 in the first quarter of 2015, compared to a net loss of $1,034,669 for the same period in 2014, a decrease of 58.4% from the prior year. This decrease was due primarily to a loss on the conversion of debt of $713,577 in 2014.

Liquidity and Capital Resources
 
Consolidated working capital was $437,546 as of March 31, 2015, compared to $4,315,896 at December 31, 2014. Included in working capital were cash and cash equivalents of $2,020,883 as of March 31, 2015, compared to $3,776,852 at December 31, 2014. The decrease in working capital was primarily a result of a $1,000,000 loan repayment on a note from a related party and $547,171 of capital expenditures.
 
Cash used in operating activities was $208,798 in the first three months of 2015. A net loss of $430,397 was partially offset by depreciation of $90,987, a reduction in value added tax receivable of $80,547 and cash supplied by increased accounts payable of $87,727.
 
The primary investing activities of the Company’s operations included the purchase of equipment. In the first three months of 2015, the Company used $547,171 for purchases of equipment.

From time-to-time the Company has relied and may continue to rely on John Hatsopoulos, the Company's Chairman of the Board of Directors, or its parent company, American DG Energy, for resources.
    
The Company owns the energy-producing equipment at the customer’s site; therefore, the business is capital intensive. The Company believes that its existing resources, including cash and cash equivalents, future cash flow from operations, its ability to control certain costs, including those related to general and administrative expenses, and the use of capital from its parent company, will be sufficient to meet the working capital requirements of its existing business for the foreseeable future, including the next 12 months; however, as the Company continues to grow its business by adding more energy systems, the cash requirements will increase. Beyond June 30, 2016, if the Company cannot raise capital by the

9

EUROSITE POWER INC.


existing equity fundraising effort, it may need to raise additional capital through a debt financing or use capital provided by its parent to meet its operating and capital needs. There can be no assurance, however, that the Company will be successful in these fund-raising efforts or that additional funds will be available on acceptable terms, if at all.

Our ability to continue to access capital could be impacted by various factors including general market conditions and the continuing slowdown in the economy, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us. If these conditions continue and we cannot raise funds through a public or private debt financing, or an equity offering, our ability to grow our business may be negatively affected and the Company may need to suspend any new installation of energy systems and significantly reduce its operating costs until market conditions improve.

Significant Accounting Policies and Critical Estimates
 
The Company's significant accounting policies are discussed in “Note 1 - Description of Business and Basis of Presentation” to its Consolidated Financial Statements which are incorporated in the Company's Annual Report filed with the Securities and Exchange Commission, or the SEC. The accounting policies and estimates that can have a significant impact upon the operating results, financial position and footnote disclosures of the Company are described in “Note 1 - Description of Business and Basis of Presentation” to the condensed consolidated financial statements described above.

Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements, including any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Emerging Growth Company
 
We are and we will remain an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, until the earliest to occur of (i) the last day of the fiscal year during which our total annual gross revenues equal or exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt, or (iv) the date on which we are deemed a large accelerated filer under the Securities Exchange Act of 1934, as amended.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. However, we chose to “opt out” of any extended transition period, and as a result we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures
 
Management’s evaluation of disclosure controls and procedures:
 
Based on our management’s evaluation (with the participation of our acting principal executive officer and principal financial officer), as of the end of the period covered by this report, our acting principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) are ineffective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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EUROSITE POWER INC.



Changes in internal control over financial reporting:
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter of 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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EUROSITE POWER INC.


PART II – OTHER INFORMATION

Item 1A. Risk Factors
 
In addition to the other information set forth in this report, you should carefully consider the factors discussed under “Risk Factors” in our most recent Annual Report. The risks discussed in our Annual Report could materially affect our business, financial condition and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or operating results.

Because the Company relies on its parent company, American DG Energy Inc., you should also carefully read American DG Energy's most recent Annual Report on Form 10-K and its most recent Quarterly Report on Form 10-Q.
 


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EUROSITE POWER INC.


Item 6. Exhibits
 
Exhibit
 
 
Number
 
Description of Exhibit
 
 
 
31.1*
–     
Rule 13a-14(a) Certification of Acting Principal Officer
 
 
 
31.2*
–
Rule 13a-14(a) Certification of Chief Financial Officer
 
 
 
32.1**
–
Section 1350 Certifications of Acting Prinicpal Officer and Chief Financial Officer
 
 
 
101.1*
–
The following materials from the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2015, are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements, tagged as blocks of text and in detail.

* Filed herewith
** Furnished herewith

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EUROSITE POWER INC.


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
EUROSITE POWER INC.
 
 
 
By: /s/ JOHN N. HATSOPOULOS
 
Chairman of the Board of Directors
 
(Acting Principal Executive Officer)
 
Date: May 15, 2015
 
 
 
By: /s/ GABRIEL J. PARMESE
 
Chief Financial Officer
 
(Principal Financial Officer)
 
Date: May 15, 2015
 

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EUROSITE POWER INC. Reports