DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION | 6 Months Ended | |
Jun. 30, 2014 | Aug. 13, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'AMERICAN DG ENERGY INC | ' |
Entity Central Index Key | '0001378706 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'adge | ' |
Entity Common Stock, Shares Outstanding | ' | 52,728,074 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
ASSETS | ' | ' |
Cash and cash equivalents | $7,847,554 | $9,804,291 |
Accounts receivable, net | 1,099,951 | 988,420 |
Unbilled revenue | 22,471 | 12,765 |
Due from related party | 29,323 | 304,288 |
Inventory | 1,675,899 | 2,246,335 |
Prepaid and other current assets | 396,893 | 196,939 |
Total current assets | 11,072,091 | 13,553,038 |
Property, plant and equipment, net | 23,575,800 | 21,931,289 |
Accounts receivable, long-term | 14,400 | 45,200 |
Other assets, long-term | 80,129 | 54,768 |
TOTAL ASSETS | 34,742,420 | 35,584,295 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable | 640,411 | 871,079 |
Accrued expenses and other current liabilities | 762,849 | 622,568 |
Due to related party | 150,843 | 178,216 |
Total current liabilities | 1,554,103 | 1,671,863 |
Long-term liabilities: | ' | ' |
Convertible debentures | 18,845,072 | 18,272,807 |
Convertible debentures due related parties | 4,794,380 | 3,425,573 |
Warrant liability | 141,277 | 132,265 |
Other long-term liabilities | 9,072 | 15,876 |
Total liabilities | 25,343,904 | 23,518,384 |
Stockholders' equity: | ' | ' |
Common stock, $0.001 par value; 100,000,000 shares authorized; 50,078,074 and 49,817,920 issued and outstanding at June 30, 2014 and December 31, 2013, respectively. | 50,078 | 49,818 |
Additional paid-in capital | 40,919,484 | 40,110,305 |
Accumulated deficit | -32,285,025 | -29,343,517 |
Total American DG Energy Inc. stockholders' equity | 8,684,537 | 10,816,606 |
Noncontrolling interest | 713,979 | 1,249,305 |
Total stockholders' equity | 9,398,516 | 12,065,911 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $34,742,420 | $35,584,295 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Balance Sheet Parenthetical [Abstract] | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock,shares issued | 50,078,074 | 49,817,920 |
Common stock, shares outstanding | 49,923,697 | 49,817,920 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenues | ' | ' | ' | ' |
Energy revenues | $1,752,517 | $1,732,497 | $4,148,798 | $3,746,934 |
Turnkey & other revenues | 318,705 | 37,286 | 450,224 | 82,161 |
Sales Revenue, Net, Total | 2,071,222 | 1,769,783 | 4,599,022 | 3,829,095 |
Cost of sales | ' | ' | ' | ' |
Fuel, maintenance and installation | 1,485,589 | 1,136,802 | 3,193,235 | 2,520,585 |
Depreciation expense | 412,313 | 329,302 | 893,877 | 656,990 |
Cost of Goods and Services Sold, Total | 1,897,902 | 1,466,104 | 4,087,112 | 3,177,575 |
Gross profit | 173,320 | 303,679 | 511,910 | 651,520 |
Operating expenses | ' | ' | ' | ' |
General and administrative | 775,998 | 844,418 | 1,549,958 | 1,482,843 |
Selling | 247,358 | 277,388 | 508,474 | 690,186 |
Engineering | 198,677 | 267,588 | 462,448 | 556,156 |
Operating Expenses, Total | 1,222,033 | 1,389,394 | 2,520,880 | 2,729,185 |
Loss from operations | -1,048,713 | -1,085,715 | -2,008,970 | -2,077,665 |
Other income (expense), net | ' | ' | ' | ' |
Interest and other income | 7,364 | 42,144 | 22,348 | 66,288 |
Interest expense | -378,820 | -260,537 | -733,323 | -559,346 |
Loss on extinguishment of debt | ' | ' | -533,177 | 0 |
Change in fair value of warrant liability | 57,101 | 208,187 | -9,012 | 319,006 |
Other income (expense), net | -314,355 | -10,206 | -1,253,164 | -174,052 |
Loss before provision for state income taxes | -1,363,068 | -1,095,921 | -3,262,134 | -2,251,717 |
Provision for state income taxes | -2,940 | -7,055 | -9,880 | -41,639 |
Consolidated net loss | -1,366,008 | -1,102,976 | -3,272,014 | -2,293,356 |
(Income) loss attributable to the noncontrolling interest | 89,856 | 54,484 | 330,506 | 75,813 |
Net loss attributable to American DG Energy Inc. | ($1,276,152) | ($1,048,492) | ($2,941,508) | ($2,217,543) |
Net loss per share - basic and diluted (in dollars per share) | ($0.03) | ($0.02) | ($0.06) | ($0.05) |
Weighted average shares outstanding - basic and diluted (in shares) | 49,923,697 | 48,619,404 | 49,871,101 | 48,555,424 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($2,941,508) | ($2,217,543) |
Loss attributable to noncontrolling interest | -330,506 | -75,813 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 940,840 | 694,697 |
Loss on extinguishment of debt | 533,177 | 0 |
Provision for losses on accounts receivable | 0 | 64,134 |
Amortization of deferred financing costs | 7,427 | -5,112 |
Amortization of convertible debt premium | 15,472 | 0 |
Increase (decrease) in fair value of warrant liability | 9,012 | -319,006 |
Other Noncash Expense | 624,368 | 528,489 |
Stock-based compensation | 208,478 | 283,360 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable and unbilled revenue | -90,437 | -162,844 |
Due from related party | 274,965 | -659,968 |
Inventory | 570,436 | -53,826 |
Prepaid and other current assets | -275,465 | 3,312 |
Increase (decrease) in: | ' | ' |
Accounts payable | -230,668 | -260,404 |
Accrued expenses and other current liabilities | 140,281 | 34,459 |
Due to related party | -27,373 | 14,143 |
Other long-term liabilities | -6,804 | -6,804 |
Net cash used in operating activities | -593,159 | -2,128,502 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property and equipment | -2,664,953 | -3,123,791 |
Net cash used in investing activities | -2,664,953 | -3,123,791 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from issuance of convertible debentures | 1,450,000 | 2,874,556 |
Proceeds from sale of subsidiary common stock, net of cost | 0 | -4,558 |
Principal payments on capital lease obligations | 0 | -1,682 |
Distributions to noncontrolling interest | -148,625 | -163,109 |
Net cash provided by financing activities | 1,301,375 | 2,705,207 |
Net (decrease) increase in cash and cash equivalents | -1,956,737 | -2,547,086 |
Cash and cash equivalents, beginning of the period | 9,804,291 | 13,362,919 |
Cash and cash equivalents, end of the period | 7,847,554 | 10,815,833 |
Supplemental disclosure of cash flow information: | ' | ' |
Income taxes paid | 18,199 | 49,516 |
Interest paid | $0 | $0 |
Description_of_business_and_su
Description of business and summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies | ' |
Description of business and summary of significant accounting policies: | |
Description of business | |
American DG Energy Inc. distributes, owns, operates and maintains clean, on-site energy systems that produce electricity, hot water, heat and cooling. Our business model is to own the equipment that it installs at customers' facilities and to sell the energy produced by these systems to its customers on a long-term contractual basis at prices guaranteed to the customer to be below conventional utility rates. We call this business the American DG Energy “On-Site Utility”. | |
Basis of Presentation | |
The unaudited condensed consolidated financial statements, or the Unaudited Financial Statements, presented herein have been prepared by the Company, without audit, and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods presented. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC, for reporting in this Quarterly Report on Form 10-Q, or the Quarterly Report. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. It is suggested that the Unaudited Financial Statements be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, or the Annual report, filed with the SEC. The Company’s operating results for the six month period ended June 30, 2014, may not be indicative of the results expected for any succeeding interim periods or for the entire year ending December 31, 2014. | |
The accompanying consolidated financial statements include the accounts of the Company, its 51.0% joint venture, American DG New York, LLC, or ADGNY, and its 70.7% owned subsidiary EuroSite Power Inc., or EuroSite Power. | |
The Company owns 51.0% of ADGNY, after elimination of all material intercompany accounts, transactions and profits. The interest in underlying energy system projects in the joint venture varies between the Company and its joint venture partner. As the controlling partner, all major decisions in ADGNY are made by the Company according to the joint venture agreement. Distributions, however, are made based on the economic ownership and profitability of the underlying energy projects. The economic ownership of the energy projects is calculated by the amount invested by the Company and the noncontrolling partner in each site. Each quarter the Company calculates a year-to-date profit/loss for each site that is part of ADGNY and the noncontrolling interest percent ownership in each site is applied to determine the noncontrolling interest share in the profit/loss. The Company follows the same calculation regarding available cash, and a cash distribution is made to the noncontrolling interest partner, Peter Westerhoff, each quarter. On the Company’s consolidated balance sheets, noncontrolling interest represents the partner’s investment in the entity, plus its share of after-tax profits less any cash distributions. The Company owned a controlling 51.0% legal interest and a 64.0% economic interest in ADGNY as of June 30, 2014. | |
In July 2010 the Company invested $45,000 in exchange for 45 million shares of EuroSite Power, which at the time was a newly established corporation. The investment gave the Company a controlling financial interest in EuroSite Power, whose business focus is to introduce the On-Site Utility solution into the European market. Also in July 2010, Nettlestone Enterprises Limited invested $5,000 in exchange for 5 million shares in EuroSite Power. During the year ended December 31, 2013, EuroSite Power raised approximately $1,250,000 in private placements by selling 1,250,000 shares of EuroSite Power common stock to accredited investors at $1.00 per share. | |
On July 2, 2013, the Company declared a special dividend of one share of EuroSite Power common stock for every ten shares of American DG Energy common stock. The special dividend was paid on August 15, 2013, to stockholders of record as of the close of business on July 25, 2013. In connection with this transaction, the Company issued to its stockholders an aggregate of 4,880,679 shares of EuroSite Power common stock that it owned. As of June 30, 2014, American DG Energy owns a 70.7% interest in EuroSite Power and has consolidated EuroSite Power into its financial statements in accordance with GAAP. | |
The Company’s operations are comprised of one business segment. The Company’s business is selling energy in the form of electricity, heat, hot water and cooling to its customers under long-term sales agreements. | |
The Company has experienced total net losses since inception of approximately $32.3 million. For the foreseeable future, the Company expects to experience continuing operating losses and negative cash flows from operations as its management executes the current business plan. The Company believes that its existing resources, including cash and cash equivalents and future cash flow from operations, are 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, 2015, the Company may need to raise additional capital through a debt financing or an equity offering to meet its operating and capital needs. There can be no assurance, however, that the Company will be successful in its fundraising efforts or that additional funds will be available on acceptable terms, if at all. | |
In 2013, the Company raised $965,001 from private placements of common stock. In 2012, the Company raised $3,535,038, net of issuance costs, from private placements of common stock, $7,500 from issuance of warrants and $200,923 from exercise of stock options. If the Company is unable to raise additional capital in the future it may need to terminate certain of its employees and adjust its current business plan. Financial considerations may cause the Company to modify planned deployment of new energy systems or to suspend installations until it is able to secure additional working capital. The Company will evaluate possible acquisitions of, or investments in, businesses, technologies and products that are complementary to its business; however, the Company is not currently engaged in such discussions. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Revenue Recognition | |
Revenue from energy contracts is recognized when electricity, heat, and chilled water is produced by the cogeneration systems on-site. The Company bills each month based on various meter readings installed at each site. The amount of energy produced by on-site energy systems is invoiced, as determined by a contractually defined formula. Under certain energy contracts, the customer directly acquires the fuel to power the systems and receives credit for that expense from the Company. The credit is recorded as a reduction of revenue and as reduction of cost of fuel. Revenues from operation, including shared savings are recorded when provided and verified. Maintenance service revenue is recognized over the term of the agreement and is billed on a monthly basis in arrears. | |
As a by-product of the energy business, in some cases, the customer may choose to have the Company construct the system for them rather than have it owned by American DG Energy. In this case, the Company accounts for revenue, or turnkey revenue, and costs using the percentage-of-completion method of accounting. Under the percentage-of-completion method of accounting, revenues are recognized by applying percentages of completion to the total estimated revenues for the respective contracts. Costs are recognized as incurred. The percentages of completion are determined by relating the actual cost of work performed to date to the current estimated total cost at completion of the respective contracts. When the estimate on a contract indicates a loss, the Company’s policy is to record the entire expected loss, regardless of the percentage of completion. The excess of contract costs and profit recognized to date on the percentage-of-completion accounting method in excess of billings is recorded as unbilled revenue. Billings in excess of related costs and estimated earnings is recorded as deferred revenue. The Company had no such arrangements as June 30, 2014 and December 31, 2013, respectively. | |
Customers may buy out their long-term obligation under energy contracts and purchase the underlying equipment from the Company. Any resulting gain on these transactions is recognized over the payment period in the accompanying consolidated statements of operations. The Company had no such arrangements at June 30, 2014 and 2013, respectively. | |
Occasionally, the Company will enter into a sales arrangement with a customer to construct and sell an energy system and provide energy and maintenance services over the term of the contract. Based on the fact that the Company sells each deliverable to other customers on a stand-alone basis, the Company has determined that each deliverable has a stand-alone value. Additionally, there are no rights of return relative to the delivered items; therefore, each deliverable is considered a separate unit of accounting. Revenue is allocated to each element based upon its relative fair value which is determined based on the estimated price of the deliverables when sold on a standalone basis. Revenue related to the construction of the energy system is recognized using the percentage-of-completion method as the unit is being constructed. Revenue from the sale of energy is recognized when electricity, heat, and chilled water is produced by the energy system, and revenue from maintenance services is recognized over the term of the maintenance agreement. The Company had no such arrangements at June 30, 2014 and 2013, respectively. | |
The Company is able to participate in the demand response market and receive payments due to the availability of its energy systems. Demand response programs provide payments for either the reduction of electricity usage or the increase in electricity production during periods of peak usage throughout a utility territory. For six months ending June 30, 2014 and June 30, 2013, the revenue recognized from demand response activity was $153,879 and $47,971, respectively. The Company treats demand response payments as an operating activity in the statements of cash flows. | |
Other revenue represents various types of ancillary activities for which the Company expects to engage in from time to time such as the sale of equipment, construction work, engineering work and feasibility studies. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company has cash balances in certain financial institutions in amounts which occasionally exceed current federal deposit insurance limits. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. | |
Concentration of Credit Risk | |
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of highly liquid cash equivalents and trade receivables. The Company’s cash equivalents are placed with certain financial institutions and issuers. As of June 30, 2014, the Company had a balance of $6,847,554 in cash and cash equivalents that exceeded the Federal Deposit Insurance Corporation limit. | |
Accounts Receivable | |
The Company maintains receivable balances primarily with customers located throughout New York, New Jersey and Europe. The Company reviews its customers’ credit history before extending credit and generally does not require collateral. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific customers, historical trends and other information. Generally, such losses have been within management’s expectations. Bad debt is written off when identified. At June 30, 2014 and December 31, 2013, the allowance for doubtful accounts was $183,201 and $183,201, respectively. | |
Inventory | |
Inventories are stated at the lower of cost or market, valued on a first-in, first-out basis. Inventory is reviewed periodically for slow-moving and obsolete items. As of June 30, 2014 and December 31, 2013, there were no reserves or write-downs recorded against inventory. | |
Supply Concentrations | |
The majority of the Company’s cogeneration unit purchases as of June 30, 2014 and December 31, 2013, were from one vendor (see “Note 8 - Related parties”). The Company believes there are sufficient alternative vendors available to ensure a constant supply of cogeneration units on comparable terms. However, in the event of a change in suppliers, there could be a delay in obtaining units which could result in a temporary slowdown of installing additional income producing sites. In addition, the majority of the Company’s units are installed and maintained by the noncontrolling interest holder or maintained by Tecogen Inc., or Tecogen. The Company believes there are sufficient alternative vendors available to ensure a constant supply of maintenance and installation services on comparable terms. However, in the event of a change of vendor, there could be a delay in installation or maintenance services. | |
Property, Plant and Equipment | |
Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method at rates sufficient to write off the cost of the applicable assets over their estimated useful lives. Repairs and maintenance are expensed as incurred. | |
The Company evaluates the recoverability of its long-lived assets by comparing the net book value of the assets to the estimated future undiscounted cash flows attributable to such assets. The useful life of the Company’s energy systems is lesser of the economic life of the asset or the term of the underlying contract with the customer, typically 12 to 15 years. The Company reviews for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be fully recoverable or that the useful lives of the assets are no longer appropriate. If impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis. | |
The Company receives rebates and incentives from various utility companies which are accounted for as a reduction in the book value of the assets. The rebates are payable from the utility to the Company and are applied against the cost of construction, therefore reducing the book value of the installation. As a reduction of the facility construction costs, these rebates are treated as an investing activity in the statements of cash flows. The rebates received by the Company from the utilities that apply to the cost of construction are one time rebates based on the installed cost, capacity and thermal efficiency of installed unit and are earned upon the installation and inspection by the utility and are not related to or subject to adjustment based on the future operating performance of the installed units. The rebate agreements with utilities are based on standard terms and conditions, the most significant being customer eligibility and post-installation work verification by a specific date. During the six month period ending June 30, 2014 and 2013, the amount of rebates applied to the cost of construction was $0 and $146,318, respectively. | |
Stock-Based Compensation | |
Stock-based compensation cost is measured at the grant date based on the estimated fair value of the award and is recognized as an expense in the consolidated statements of operations over the requisite service period. The fair value of stock options granted is estimated using the Black-Scholes option pricing valuation model. The Company recognizes compensation on a straight-line basis for each separately vesting portion of the option award. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility is calculated based on the Company’s historic volatility over the expected life of the option grant. The average expected life is estimated using the simplified method for “plain vanilla” options. The simplified method determines the expected life in years based on the vesting period and contractual terms as set forth when the award is made. The Company uses the simplified method for awards of stock-based compensation since it does not have the necessary historical exercise and forfeiture data to determine an expected life for stock options. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term which approximates the expected life assumed at the date of grant. When options are exercised the Company normally issues new shares. | |
See “Note 6 – Stock based compensation” for a summary of the restricted stock and stock option activity under the Company’s stock-based employee compensation plan for the periods ended June 30, 2014 and December 31, 2013, respectively. | |
Loss per Common Share | |
The Company computes basic loss per share by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during the period. The Company computes 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 convertible debentures, stock options and warrants to be dilutive common stock equivalents when the exercise price/conversion price is less than the average market price of its common stock for the period. | |
Other Comprehensive Net Loss | |
The comprehensive net loss for the period ended June 30, 2014 and June 30, 2013, does not differ from the reported loss. | |
Income Taxes | |
As part of the process of preparing its consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves the Company estimating its actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as depreciation and certain accrued liabilities for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the Company’s consolidated balance sheet. The Company must then assess the likelihood that its deferred tax assets will be recovered from future taxable income and to the extent it believes that recovery is not likely, the Company must establish a valuation allowance. | |
The Company is allowed to recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed, or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalties (if applicable) on that excess. In addition, the Company is required to provide a tabular reconciliation of the change in the aggregate unrecognized tax benefits claimed, or expected to be claimed, in tax returns and disclosure relating to the accrued interest and penalties for unrecognized tax benefits. Discussion is also required for those uncertain tax positions where it is reasonably possible that the estimate of the tax benefit will change significantly in the next twelve months. | |
The tax years 2003 through 2005 and 2010 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the United States, as carry forward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service or state tax authorities if they are or will be used in a future period. The Company is currently not under examination by the Internal Revenue Service or any other jurisdiction for any tax years. The Company did not recognize any interest and penalties associated with unrecognized tax benefits in the accompanying consolidated financial statements. The Company would record any such interest and penalties as a component of interest expense. The Company does not expect any material changes to the unrecognized benefits within 12 months of the reporting date. | |
Reclassifications | |
In our Unaudited Condensed Consolidated Balance Sheets, certain amounts between Convertible debentures and Convertible debentures due related parties have been reclassified to conform with current period presentation. | |
Impact of New Accounting Pronouncements | |
U.S. GAAP.Accounting Guidance Issued But Not Yet Adopted | |
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and the International Financial Reporting Standards. This guidance supersedes previously issued guidance on revenue recognition and gives a five step process an entity should follow so that the entity recognizes revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This new guidance will be effective for our fiscal 2018 reporting period and must be applied either retrospectively during each prior reporting period presented or retrospectively with the cumulative effect of initially applying this guidance recognized at the date of the initial application. Early adoption is not permitted. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. | |
On July 2013, the FASB issued ASU 2013-11, Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force), or ASU 2013-11. ASU 2013-11 requires the presentation of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryfoward. This net presentation is required unless a net operating loss carryforward, a similar tax loss, or a tax credit carryfoward is not available at the reporting date or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset to settle any additional income tax that would result from the disallowance of the unrecognized tax benefit. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013, with early adoption permitted. We continue to evaluate the impact of this ASU on the Company's consolidated financial statements or financial statement disclosures. |
Loss_per_Common_Share
Loss per Common Share | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings Per Share | ' | |||||||||||||||
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 loss per share, the Company considers its shares issuable in connection with convertible debentures, stock options and warrants to be dilutive common stock equivalents when the exercise/conversion price is less than the average market price of the common stock for the period. All shares issuable for all periods presented were anti-dilutive because of the reported net loss. Basic and diluted loss per share for three and six months ended June 30, 2014 and 2013 respectively was as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Earnings per share | ||||||||||||||||
Loss available to stockholders | $ | (1,276,152 | ) | $ | (1,048,492 | ) | $ | (2,941,508 | ) | $ | (2,217,543 | ) | ||||
Weighted average shares outstanding - Basic and diluted | 49,923,697 | 48,619,404 | 49,871,101 | 48,555,424 | ||||||||||||
Basic and diluted loss per share | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.06 | ) | $ | (0.05 | ) | ||||
Shares underlying warrants outstanding | 507,500 | 507,500 | 507,500 | 507,500 | ||||||||||||
Shares underlying stock options outstanding | 2,406,500 | 2,211,500 | 2,406,500 | 2,211,500 | ||||||||||||
Shares underlying convertible debentures outstanding | 9,194,313 | 8,818,182 | 9,194,313 | 8,818,182 | ||||||||||||
12,108,313 | 11,537,182 | 12,108,313 | 11,537,182 | |||||||||||||
Convertible_debentures
Convertible debentures | 6 Months Ended | ||
Jun. 30, 2014 | |||
Debt Disclosure [Abstract] | ' | ||
Long-term Debt | ' | ||
Convertible debentures: | |||
ADGE Convertible Debentures | |||
On May 23, 2011, the Company issued $12,500,000 aggregate principal amount of debentures to a European investor and to John N. Hatsopoulos, the Company’s Chief Executive Officer. The debentures mature on May 25, 2018 and accrue interest at the rate of 6% per annum payable on a semi-annual basis. At the holder’s option, the debentures may be converted into shares of the Company’s common stock at a conversion price of $2.20 per share, subject to adjustment in certain circumstances. The Company has the option to redeem at 115% of Par Value any or all of the debentures after May 25, 2016. The debentures canceled the revolving line of credit agreement with John N. Hatsopoulos, which as of May 23, 2011, had a principal amount outstanding of $2,400,000. | |||
On November 30, 2011, the Company issued an additional $6,900,000 aggregate principal amount of debentures to the European investor. The debentures mature on May 25, 2018 and accrue interest at the rate of 6% per annum payable on a semi-annual basis. At the holder’s option, the debentures may be converted into shares of the Company’s common stock at a conversion price of $2.20 per share, subject to adjustment in certain circumstances. The Company has the option to redeem at 115% of Par Value any or all of the debentures after May 25, 2016. | |||
On March 22, 2012, the debenture holders amended the terms on the debentures with respect to the interest payment and agreed to receive their interest payment in shares of the Company’s common stock instead of cash for 2012, 2013 and 2014, provided that the Company’s shares are listed on a National Securities Exchange. Under the terms of the agreement, for the May semi-annual interest payment, the Company used the April average daily closing price of the common stock in order to determine the conversion price. All other terms and conditions, including interest rate and maturity date remained the same. | |||
On May 25, 2012, the total interest due to the debenture holders was $559,000 and in connection with the amendment the Company issued to the debenture holders 251,917 shares of common stock at $2.22 per share which was the average price of the Company’s common stock during the month of April. In connection with this transaction, the Company recorded an additional $153,921 of non-cash interest expense, which was the difference between the average stock price and the fair market value on May 25, 2012. | |||
On September 28, 2012, the debenture holders amended the terms on the debentures with respect to the interest payment and agreed to receive their interest payment in shares of the Company’s common stock instead of cash for 2012, 2013 and 2014, provided that the Company’s shares are listed on a National Securities Exchange. Under the terms of the agreement, the Company will use the average daily closing price of the Common Stock 10 business days before the interest payment date (May 25th and November 25th) in order to determine the conversion price. All other terms and conditions, including interest rate and maturity date remain the same. | |||
On November 25, 2012, the total interest due to the debenture holders was $582,000 and in connection with the amendment the Company issued to the debenture holders 249,787 shares of common stock at $2.33 per share. In connection with this transaction, the Company recorded a reduction of $57,451 of non-cash interest expense, which was the difference between the average stock price and the fair market value on November 25, 2012. | |||
On January 10, 2013, at the request of all holders of the Company’s Senior Unsecured Convertible Debentures, due 2018, the Company modified through a third amendment the terms of the interest payment due to the holders. Under the terms of the third amendment, the holders agreed to receive interest payments on an annual basis starting on November 25, 2013 (instead of semi-annual interest payments) and that the Company will use the average daily closing price of the Common Stock 10 business days before the interest payment due date in order to determine the conversion price. All other terms and conditions of the Debentures, including interest rate and maturity date remained the same. | |||
On May 24, 2013, at the request of all holders of the Company’s Senior Unsecured Convertible Debentures, due 2018, the Company modified through a fourth amendment the terms of the interest payment due to the holders. Under the terms of the fourth amendment, the holders agreed to receive semi-annual interest payments on May 25th and November 25th in shares of the Company's common stock instead of cash for 2012, 2013 and 2014, provided that the Company's shares are listed on a National Securities Exchange. Under the terms of this amendment, for the May semi-annual interest payment, the Company will use the April average daily closing price of the Common Stock in order to determine the conversion price and for the November semi-annual interest payment the Company will use the October average daily closing price of the Common Stock in order to determine the conversion price. All other terms and conditions of the Debentures, including interest rate and maturity date remained the same. | |||
On May 25, 2013, the total interest due to the debenture holders was $582,000 and in connection with the amendment the Company issued to the debenture holders 316,462 shares of common stock at $1.84 per share which was the average price of the Company's common stock during the month of April. In connection with this transaction, the Company recorded a reduction of $53,511 of non-cash interest expense, which was the difference between the average stock price and the fair market value on May 25, 2013. | |||
On July 2, 2013, the Company declared a special dividend of one share of EuroSite Power common stock for every ten shares of American DG Energy common stock (“special dividend”). The special dividend was paid on August 15, 2013, to stockholders of record as of the close of business on July 25, 2013. In connection with this transaction the Company issued to its stockholders an aggregate of 4,880,679 shares of EuroSite Power common stock that it owns. Affiliates may sell the securities only after a 6 month holding period pursuant to the provisions of the SEC's Rule 144. | |||
On August 15, 2013, in connection with the special dividend, the Company modified the conversion price of the 6%, $19,400,000 debentures issued on May 23, 2011 and November 30, 2011 from $2.20 to $2.11 per share. The adjustment to the conversion price was not an automatic adjustment pursuant to the original terms of the debentures. Accordingly, the adjustment to the conversion price was accounted for as a modification under ASC 470. The modification of the convertible debt instrument resulted in an increase in the fair value of the embedded conversion option and the carrying amount of the debt instrument was reduced by approximately $649,000. This debt discount will be amortized over the remaining term of the debt. | |||
In accordance with ASC 820, the fair value of the conversion option at the date of modification was determined by utilizing a binomial lattice model with the following key assumptions: | |||
Company stock price | $1.64 per share | ||
Risk-free rate | 1.43% - 1.45% | ||
Term | 4.78 years | ||
Volatility | 68.80% | ||
Dividend yield | —% | ||
On November 25, 2013, the total interest due to the debenture holders was $582,000 and in connection with the amendment the Company issued to the debenture holders 377,391 shares of common stock at $1.54 per share which was the average price of the Company's common stock during the month of October. In connection with this transaction, the Company recorded an additional charge of $59,562 of non-cash interest expense, which was the difference between the average stock price and the fair market value on November 25, 2013. | |||
On May 25, 2014, the total interest due to the debenture holders was $582,000 and in connection with the amendment the Company issued to the debenture holders 260,154 shares of common stock at $2.24 per share which was the average price of the Company's common stock during the month of April. In connection with this transaction, the Company recorded an additional charge of $42,368 of non-cash interest expense, which was the difference between the average stock price and the fair market value on May 25, 2014. | |||
At June 30, 2014, the Company had a balance of $20,000 due to John N. Hatsopoulos related to interest payable on his outstanding convertible debentures. | |||
EuroSite Power Convertible Debentures | |||
On February 26, 2013, EuroSite Power issued a promissory note in the amount of $1,100,000 to the Company, its parent. Under the terms of the agreement Eurosite Power was to pay interest at a rate of 6.0% per annum payable quarterly in arrears. | |||
On June 14, 2013, EuroSite Power entered into subscription agreements with certain investors, including the Company, for a private placement of an aggregate principal amount of $4,000,000 of 4.0% Senior Unsecured Convertible Notes due on June 14, 2015, or the Notes. In connection with the private placement, the Company exchanged a promissory note in the aggregate principal amount of $1,100,000, originally issued on February 26, 2013 for a like principal amount of the Notes and cash paid for any accrued but unpaid interest. Included among the investors subscribing for the Notes are: Bruno Meier, a director of EuroSite Power, in the amount of $250,000; Joan Giacinti, a director of the Company and EuroSite, in the amount of $300,000; Charles T. Maxwell, Chairman of the Board of Directors of the Company, in the amount of $250,000; Nettlestone Enterprises Limited, a shareholder of both EuroSite Power and the Company, in the amount of $300,000; Perastra Management S.A., an investor in the Company and EuroSite Power, in the amount of $1,500,000; and Yves Micheli, an investor in EuroSite Power, in the amount of $300,000. | |||
The proceeds of the offering of the Notes will be used in connection with the development and installation of current and new energy systems, business development and for general corporate purposes. | |||
The holders of the Notes are subject to and entitled to the benefits of the 4% Senior Convertible Notes due 2015 Noteholders Agreement, dated June 14, 2013, or the Noteholders Agreement. The Notes will mature on June 14, 2015 and will accrue interest at the rate of 4.0% per annum payable in cash on a semi-annual basis. At the Investor's option, the Notes may be converted into shares of EuroSite Power common stock at an initial conversion rate of 1,000 shares of common stock per $1,000 principal amount of Notes, subject to adjustment. At the scheduled maturity date, each of the Investors will have the following options: request payment of their principal amount and accrued interest in cash; extend the term of the Notes for an additional 3 years with an automatic decrease in interest rate to 3.0% per annum; or exchange the Notes for a new non-convertible note with a 3 year maturity and a 6.0% per annum interest rate; no accrued interest will be lost on such exchange. | |||
EuroSite Power initially concluded that the term-extending option mentioned above was an embedded derivative with de minimis value but has subsequently concluded that it is not considered a derivative under ASC 815-Derivatives and Hedging because the term extending feature is considered clearly and closely related to the Notes. Thus, this feature was not required to be bifurcated and no other initial accounting was required. The term-extending option has subsequently been eliminated pursuant to the note exchange agreements discussed below. | |||
The Noteholders Agreement provides for customary events of default by EuroSite Power, including failure to pay interest within ten days of becoming due, failure to pay principal when due, failure to comply provisions of the Notes or the Noteholders Agreement, subject to cure, and certain events of bankruptcy or insolvency. | |||
The holders of the Notes are entitled to the benefits of a registration rights agreement dated June 14, 2013 by and among EuroSite Power and the Noteholders named therein, or the Registration Rights Agreement. The Registration Rights Agreement provides for demand registration rights, such that upon the demand of 30.0% of the holders of Registrable Securities, as defined in the Registration Rights Agreement and subject to certain conditions (including that EuroSite Power is eligible to use a Form S-3 registration statement and that such holders anticipate an aggregate offering price, net of selling expenses, of at least $250,000), EuroSite Power will file a Form S-3 registration statement covering the Registrable Securities requested to be included in such registration, subject to adjustment. | |||
On February 20, 2014, EuroSite Power accepted certain separate note exchange agreements, or the Note Exchange Agreements, from the holders of its existing 4% Senior Convertible Notes Due 2015, originally issued on June 14, 2013, or the Notes, including the Company, pursuant to which EuroSite Power exchanged the Notes for like principal amounts of 4% Senior Convertible Notes Due 2017, or the New Notes, in an aggregate principal amount of $4,000,000. Accrued but unpaid interest on the Notes will be treated as accrued interest under the New Notes. Included among the investors exchanging their Notes for New Notes are: the Company, in the amount of $1,100,000; Bruno Meier, a director of EuroSite Power, in the amount of $250,000; Prime World Inc., a company controlled by Joan Giacinti, one of the Company's directors, in the amount of $300,000; Charles T. Maxwell, Chairman of the Board of Directors of the Company, in the amount of $250,000; Nettlestone Enterprises Limited, a shareholder of both EuroSite Power and the Company, in the amount of $300,000; Perastra Management S.A., an investor in the Company and EuroSite Power, in the amount of $1,500,000; Yves Micheli, an investor in EuroSite Power, in the amount of $300,000. | |||
The effect of the Note Exchange agreement (a) extended the maturity date from June 14, 2015 to June 14, 2017, (b) adjusted the conversion price of the notes which changed from 1,000 shares of the Company’s Common Stock for each $1,000 of principal converted to 1,667 shares of the Company’s Common Stock for each $1,000 of principal converted, and (c) eliminated the Holders’ options to extend the Notes. Management analyzed the impact of the Note Exchange Agreement and determined that the Notes and the New Notes were substantially different and, as a result, has recognized a loss on extinguishment of $713,577 to recognize the excess of the fair value of the New Notes that were issued in the exchange over the carrying value of the Notes surrendered, of which, the portion of $180,400 related to the Company's debenture loss on extinguishment was eliminated. As a result of the application of extinguishment accounting, EuroSite Power and the Company have recorded the New Debt at fair value as of the date of the exchange. Because fair value of the debt is $4,656,000 and the carrying value was $4,000,000, a premium of $656,000 was established by EuroSite Power. The Company's portion of the $656,000 premium is $180,400 which is eliminated in consolidation. The Company will apply the interest method of accounting to amortize the premium over the life of the New Note. The fair value of the New Notes was determined using a binomial lattice model. The following table provides quantitative information used in the fair value measurement, including the assumptions for the significant unobservable inputs used in the binomial lattice model valuation: | |||
Notional amount | $4,000 | ||
Par amount | $1,000 | ||
Interest rate | 4 | % | |
Conversion ratio | 1,667 | ||
Conversion price, per share | $0.60 | ||
Stock price as of the valuation date | $0.51 | ||
Historical realized weekly volatility | 87 | % | |
Risk free rate | 0.9 | % | |
Discrete dividend payment rate | — | % | |
Significant increases (decreases) in the significant unobservable inputs used in the fair value measurement of the New Notes would result in a significantly higher (lower) fair value measurement. | |||
Effective April 15, 2014, EuroSite Power, entered into a subscription agreement with a European investor for the sale of a $300,000, 4% Senior Convertible Note Due 2018. The Note will mature on April 15, 2018 and will accrue interest at the rate of 4% per annum payable on a semi-annual basis. At the holder’s option, the Note may be converted into shares of the EuroSite Power’s common stock at a conversion price of $0.60 per share, subject to adjustment in certain circumstances. The proceeds of the Note will be used in connection with the development and installation of current and new energy systems, business development and for general corporate purposes. | |||
Effective April 24, 2014, EuroSite Power, entered into a subscription agreement with a European investor for the sale of a $300,000, 4% Senior Convertible Note Due 2018. The Note will mature on April 24, 2018 and will accrue interest at the rate of 4% per annum payable on a semi-annual basis. At the holder’s option, the Note may be converted into shares of the EuroSite Power’s common stock at a conversion price of $0.60 per share, subject to adjustment in certain circumstances. The proceeds of the Note will be used in connection with the development and installation of current and new energy systems, business development and for general corporate purposes. | |||
Effective April 24, 2014, EuroSite Power entered into a subscription agreement with John N. Hatsopoulos, the chairman of the Company's Board of Directors, for the sale of a $300,000, 4% Senior Convertible Note Due 2018. The Note will mature on April 24, 2018 and will accrue interest at the rate of 4% per annum payable on a semi-annual basis. At the holder’s option, the Note may be converted into shares of the EuroSite’s common stock at a conversion price of $0.60 per share, subject to adjustment in certain circumstances. The proceeds of the Note will be used in connection with the development and installation of current and new energy systems, business development and for general corporate purposes. | |||
Effective April 24, 2014, EuroSite Power, entered into a subscription agreement with a European investor for the sale of a $250,000, 4% Senior Convertible Note Due 2018. The Note will mature on April 24, 2018 and will accrue interest at the rate of 4% per annum payable on a semi-annual basis. At the holder’s option, the Note may be converted into shares of the EuroSite Power’s common stock at a conversion price of $0.60 per share, subject to adjustment in certain circumstances. The proceeds of the Note will be used in connection with the development and installation of current and new energy systems, business development and for general corporate purposes. | |||
Effective April 24, 2014, EuroSite Power, entered into a subscription agreement with a European investor for the sale of a $300,000, 4% Senior Convertible Note Due 2018. The Note will mature on April 24, 2018 and will accrue interest at the rate of 4% per annum payable on a semi-annual basis. At the holder’s option, the Note may be converted into shares of the EuroSite Power’s common stock at a conversion price of $0.60 per share, subject to adjustment in certain circumstances. The proceeds of the Note will be used in connection with the development and installation of current and new energy systems, business development and for general corporate purposes. | |||
The Company guarantees (the “Guarantees”), the Notes on a subordinated basis. Among other things, the Guarantees provide that, in the event of EuroSite Power's failure to pay principal or interest on a Note, the holder of such Note, on the terms and conditions set forth in the Notes, may proceed directly against the Company, as guarantor, to enforce the Guarantee.These securities were offered and sold to the Investors in private placement transactions made in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder. The Investors are accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. |
Common_Stock
Common Stock | 6 Months Ended |
Jun. 30, 2014 | |
Stockholders' Equity Note [Abstract] | ' |
Common Stock | ' |
Common Stock: | |
On February 2, 2012, in a private transaction the Company repurchased 500,000 shares of its common stock, at $1.50 per share, for a total purchase price of $750,000. | |
On March 27, 2012, the Company entered into a definitive agreement to sell restricted common stock for aggregate proceeds of $1,600,000 to Dr. Phillip Frost through one of his trusts. Pursuant to the agreement, the Company sold to Dr. Frost 1,000,000 shares of restricted common stock at $1.60 per share at an aggregate purchase price of $1,600,000. The proceeds of the private placement were used to fund additional installations of the Company's On-Site Utility energy systems and for general corporate and working capital purposes. | |
On August 7, 2012, the Company entered into a definitive agreement to sell restricted common stock for aggregate proceeds of $2,000,000 to Dr. Phillip Frost through one of his trusts. Pursuant to the agreement, the Company sold to Dr. Frost 1,250,000 shares of restricted common stock at $1.60 per share at an aggregate purchase price of $2,000,000. The proceeds of the private placement were used to fund additional installations of the Company's On-Site Utility energy systems and for general corporate and working capital purposes. | |
On August 28, 2013, after the closing of trading on the NYSE-MKT, the Company entered into a subscription agreement with Charles T. Maxwell, the Company's Chairman of the Board, or the Investor, selling to the Charles T. Maxwell IRA an aggregate of 300,000 shares of the Company's Common Stock, $.001 par value per share, or the Securities, at a purchase price of $1.55 per share for an aggregate purchase price of $465,000. Under this agreement, the Company was required at its own cost to file with the SEC a registration statement covering the resale of such shares. The proceeds of this private placement are being used to fund additional installations of the Company's On-Site Utility energy systems and for general corporate and working capital purposes. The Securities were offered and sold to the Investor in a private placement transaction made in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, or the Securities Act. The Investor is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act. On January 9, 2014, the company registered the shares pursuant Rule 424(b)(3). | |
On September 4, 2013, after the closing of trading on the NYSE-MKT, the Company, entered into a subscription agreement with Frost Gamma Investments Trust, or the Trust, an accredited investor, by selling to the Trust an aggregate of 333,334 shares of the Company's common stock at a per share price of $1.50 for an aggregate purchase price of $500,001. Under this agreement, the Company was required at its own cost to file with the SEC a registration statement covering the resale of such shares. The proceeds of this private placement will be used to fund additional installations of the Company's On-Site Utility energy systems and for general corporate and working capital purposes. The common stock were offered and sold to Frost Gamma Investments Trust in a private placement transaction made in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, or the Securities Act. First Gamma Investments Trust is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act. On January 9, 2014, the company registered the shares pursuant Rule 424(b)(3). | |
For disclosure regarding the Company's and EuroSite Power's convertible debentures, please see “Note 3 – Convertible debenture”. |
Warrants
Warrants | 6 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Stockholders' Equity Note [Abstract] | ' | ||||||
Stockholders' Equity Note Disclosure | ' | ||||||
Warrants: | |||||||
At June 30, 2014, the Company had 507,500 warrants outstanding including 500,000 warrants at an exercise price of $3.25 per share that expire on December 14, 2015 (see “Note 7 – Warrant liability” and “Note 10 – Fair value measurements”) and 7,500 warrants at an exercise price of $2.69 per share that expire on January 15, 2016. Warrant activity for the period ended June 30, 2014 was as follows: | |||||||
Number of | Weighted Average | ||||||
Warrants | Grant Date | ||||||
Fair Value | |||||||
Outstanding, December 31, 2013 | 507,500 | $ | 3.24 | ||||
Unvested, June 30, 2014 | 507,500 | $ | 3.24 | ||||
Stockbased_compensation
Stock-based compensation | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Stock-based compensation | ' | |||||||||||||
Stock-based compensation: | ||||||||||||||
Stock Based Compensation - American DG Energy | ||||||||||||||
The Company has adopted the 2005 Stock Incentive Plan, or the Plan, under which the board of directors may grant incentive or non-qualified stock options and stock grants to key employees, directors, advisors and consultants of the Company. Under the Plan, the Board may delegate the ability to grant stock options to non-executives and non-directors. | ||||||||||||||
On December 3, 2013, the Board voted unanimously, pending shareholder approval, to amend the plan by increasing the number of options available under the Plan from 5,000,000 to 8,000,000. | ||||||||||||||
Stock options under the Plan vest based upon the terms within the individual option grants, usually over a two-or ten-year period with an acceleration of the unvested portion of such options upon a liquidity event, as defined in the Company’s stock option agreement. The options are not transferable except by will or domestic relations order. The option price per share under the Amended Plan is not less than the fair market value of the shares on the date of the grant. In the three months ended June 30, 2014, 200,000 options were canceled and 220,000 options were granted. The number of options remaining available for future issuance under the Amended Plan was 85,500 at June 30, 2014. See the Company's option table for further detail. | ||||||||||||||
On May 7, 2014 the Company granted to an officer of the Company options to purchase 220,000 shares of Common Stock at a purchase price of $2.18 per share. Those options have a vesting schedule of four years and expire in ten years. The assumptions used in Black-Scholes option pricing model include an expected life of 6.25 years, a risk-free interest rate of 2.18% and an expected volatility of 68%. The fair value of the options issued was $302,888. | ||||||||||||||
Stock-based compensation expense for the six months ended June 30, 2014 and 2013 was $208,478 and $283,360 respectively. At June 30, 2014, the total compensation cost related to stock option awards not yet recognized is $688,046. This amount will be recognized over the weighted average period of 1.9 years. Stock option activity for the six months ended June 30, 2014 was as follows: | ||||||||||||||
Common Stock Options | Number of Options | Weighted | Weighted | Aggregate | ||||||||||
Average | Average | Intrinsic | ||||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Life | |||||||||||||
Outstanding, December 31, 2013 | 2,386,500 | $ | 1.49 | 4.13 years | $ | 1,092,550 | ||||||||
Granted | 220,000 | 2.18 | ||||||||||||
Canceled | (200,000 | ) | 1.56 | |||||||||||
Outstanding, June 30, 2014 | 2,406,500 | $ | 1.55 | 3.73 years | $ | 1,230,550 | ||||||||
Exercisable, June 30, 2014 | 1,384,250 | $ | 1.46 | $ | 858,613 | |||||||||
Vested and expected to vest, June 30, 2014 | 2,406,500 | $ | 1.55 | $ | 1,230,550 | |||||||||
Stock Based Compensation - EuroSite Power | ||||||||||||||
In January 2011, the Company’s subsidiary EuroSite Power, adopted the 2011 Stock Incentive Plan, or the Stock Plan. The aggregate number of shares of common stock which may be issued pursuant to this Stock Plan is 3,000,000 shares. | ||||||||||||||
On June 13, 2011, the board unanimously amended the Stock Plan, subject to shareholder approval, to increase the reserved shares of common stock issuable under the Stock Plan from 3,000,000 to 4,500,000, or the Amended Plan. Stock options vest based upon the terms within the individual option grants, usually over a two- or ten-year period with an acceleration of the unvested portion of such options upon a liquidity event, as defined in the Company’s stock option agreement. The options are not transferable except by will or domestic relations order. The option price per share under the Amended Plan is not less than the fair market value of the shares on the date of the grant. At June 30, 2014, EuroSite Power had 4,045,000 options outstanding, with 1,598,750 unvested stock options outstanding representing $184,544 of unrecognized compensation expense which will be taken over the next 1.57 years. |
Warrant_liability
Warrant liability | 6 Months Ended |
Jun. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Derivative Instruments and Hedging Activities Disclosure | ' |
Warrant liability: | |
On December 9, 2010, the Company entered into subscription agreements with selected investors for the purchase of units consisting, in the aggregate, of 500,000 shares of its common stock and warrants to purchase 500,000 shares of its common stock. The subscription agreements provided for the purchase of the units at a purchase price of $2.50 per unit, and the warrants had an exercise price of $3.25 per share of common stock and are exercisable for 5 years commencing six months after the closing of the offering and expire on December 14, 2015. | |
The warrants contain both a right to obtain stock upon exercise, or a Call, and a right to settle the warrants for cash upon the occurrence of certain events, or a Put. Generally, the Put provisions allow the warrant holders liquidity protection; the right to receive cash equal to the value of the remaining unexercised portion of the warrants in certain situations where the holders would not have a means of readily selling the shares issuable upon exercise of the warrants (e.g., where there would no longer be a significant public market for the Company’s common stock). Specifically, the Put rights would be triggered upon the occurrence of a Fundamental Transaction, as defined in the agreement. Pursuant to the agreement, in the case of a Fundamental Transaction the warrant holders would receive a cash settlement in an amount equal to the value obtained by using the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of common stock equal to the Volume-Weighted Average Price of the common stock for the Trading Day immediately preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the lesser of (1)the thirty day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the end of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction or (2) 70%. These warrants are classified as liabilities pursuant to the FASB guidance contained in ASC 480. Changes in the fair value of the warrant liabilities are recorded in the accompanying consolidated statements of operations (see “Note 10 – Fair value measurements”). |
Related_parties
Related parties | 6 Months Ended | |
Jun. 30, 2014 | ||
Related Party Transactions [Abstract] | ' | |
Related Party Transactions Disclosure [Text Block] | ' | |
Related parties: | ||
Eurosite Power, Tecogen, Ilios Inc., or Ilios are affiliated companies by virtue of common ownership. The common stockholders include: | ||
• | John N. Hatsopoulos, the Chief Executive Officer and director of the Company who holds 19.8% of its common stock is also: (a) the Chairman of EuroSite Power and holds 0.1% of that company's common stock; (b) the Chief Executive Officer and director of Tecogen and holds 23.5% of that company's common stock; (c) a director of Ilios and holds 7.2% of that company's common stock. | |
• | Dr. George N. Hatsopoulos, who is John N. Hatsopoulos' brother, who holds 13.5% of the Company's common stock is also: (a) a director of Tecogen and holds 22.5% of that company's common stock (b) an investor in Ilios and holds 3.1% of that company's common stock and (c) holds 0.2% of EuroSite Power. | |
The Company purchases the majority of its cogeneration units from Tecogen, an affiliate Company sharing similar ownership. In addition, Tecogen pays certain operating expenses, including benefits and payroll, on behalf of the Company and the Company leases office space from Tecogen. These costs were reimbursed by the Company. | ||
In July 2012, the Company entered into a Facilities, Support Services and Business Agreement, or the Agreement, with Tecogen, to provide the Company with certain office and business support services for a period of one year, renewable annually by mutual agreement. | ||
On July 1, 2013, the Company entered into an Amendment to the Facilities, Support Services and Business Agreement, or the Amendment, with Tecogen. The Amendment renews the term of the Facilities, Support Services and Business Agreement between the Company and Tecogen for a period of 1 year, beginning on July 1, 2013. The Amendment increases the space provided to the Company by Tecogen and provides the Company with office space and utilities at a monthly rate of $6,495. In addition, Tecogen pays certain operating expenses such as general insurance on behalf of the Company and these costs are reimbursed by the Company. Furthermore, the Amendment clarifies that the total sales thresholds for volume discounts are to be met during a calendar year and that the Company's representation rights may be terminated by either the Company or Tecogen upon 60 days' notice, without cause. | ||
On November 12, 2013, the Company entered into the Second Amendment to the Facilities, Support Services and Business Agreement, or the Second Amendment. The Second Amendment modifies the exclusivity arrangement of the Facilities, Support Services and Business Agreement between the Company and Tecogen to state that in New England States the Company shall have the right to purchase Cogeneration products directly from Tecogen as described in the agreement so long as the Company intendeds to retain long-term ownership of the Cogeneration product and utilize it for the production and sale of electricity and thermal energy. Tecogen will not sell its products to parties for which the intended use is to earn revenue from metered energy to third parties (i.e., ADG Energy “On-Site Utility” energy projects) other than the Company. In cases where the Company has the opportunity to sell Cogeneration products to an unaffiliated party in the New England States and where Tecogen has no other appointed representation in that specific region, the Company may buy/resell the Cogeneration product as specified under the terms of this agreement. If, however, Tecogen has appointed a local exclusive representative in that specific New England region, ADG Energy will defer to the local representative for pricing and other specific details for working cooperatively. | ||
During the three month period ended June 30, 2014 and June 30, 2013 , the Company received $0 from Tecogen as a commission from the sale of equipment. | ||
The Company has granted Tecogen sales representation rights to its On-Site Utility energy service in California. | ||
On October 22, 2009, the Company signed a five-year exclusive distribution agreement with Ilios Inc., or Ilios, a subsidiary of Tecogen. Under terms of the agreement, the Company has exclusive rights to incorporate Ilios’ ultra-high-efficiency heating products, such as a high efficiency water heater, in its energy systems throughout the European Union and New England. The Company also has non-exclusive rights to distribute Ilios’ product in the remaining parts of the United States and the world in cases where the Company retains ownership of the equipment for its On-Site Utility business. | ||
On November 12, 2013, the Company entered into the First Amendment to the Sales Representative Agreement with Ilios. The Amendment allows Ilios to appoint sales representatives in the European Union (EU) in addition to the Company. For nations of the EU, the Company has the right under this agreement to purchase Ilios products directly from Ilios at a stipulated price so long as the Company intends use is to retain long-term ownership of the Ilios product and utilize it for the production and sale of thermal energy (i.e., ADG Energy/EuroSite Power “On-Site Utility” energy projects). Ilios will not sell its products to parties for which the intended use is to earn revenue from metered energy to third parties (i.e., ADG Energy/EuroSite Power “On-Site Utility” energy projects) other than the Company. In cases where the Company has the opportunity to sell Ilios product to an unaffiliated party in the EU and where Ilios has no other appointed representation in that specific region, the Company may buy/resell the Ilios product as specified under the terms of this contact. If, however, Ilios has appointed a local exclusive representative in that specific EU region, the Company will defer to the local representative for pricing and other specific details for working cooperatively. | ||
Regarding equity and debt transactions with related parties, please see “Note 3-Convertible Debentures” and “Note 4-Common Stock”. | ||
On January 6, 2012, the Company loaned Peter Westerhoff, the noncontrolling interest partner in ADGNY, $15,655 by signing a five month loan agreement earning interest at 12.0% per annum. As of the date of this report, the loan has been paid off and the noncontrolling interest partner has no amount outstanding with the Company. | ||
During the six months ended June 30, 2014 and 2013, the Company purchased from Tecogen cogeneration and chiller systems, parts and service for a total of $668,940 and $843,690, respectively. | ||
In March 2013, the Company provided Tecogen, funds as prepayment for equipment purchases and services to be delivered or performed in 2013. The Company will receive a 6.0% per annum discount on deposit balances towards future purchases. As of June 30, 2014 the principal balance on this prepayment was $0 and is included in the "Due from related party" line item in the accompanying unaudited condensed consolidated balance sheet. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and contingencies: | |
The company has certain commitments through its agreements with Tecogen, Ilios, and other related parties. Please see "Note 8-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. |
Fair_value_measurements
Fair value measurements | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Fair Value Disclosures [Abstract] | ' | |||
Fair Value Disclosures | ' | |||
Fair value measurements: | ||||
The fair value topic of the FASB Accounting Standards Codification defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: | ||||
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities. The Company currently does not have any Level 1 financial assets or liabilities. | ||||
Level 2 — Observable inputs other than quoted prices included in Level 1. Level 2 inputs include quoted prices for identical assets or liabilities in non-active markets, quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for substantially the full term of the asset or liability. The Company currently does not have any Level 2 financial assets or liabilities. | ||||
Level 3 — Unobservable inputs reflecting management’s own assumptions about the input used in pricing the asset or liability. As of June 30, 2014, the Company has classified 500,000 warrants with an exercise price of $3.25 per share that contain put and call rights as Level 3 (see “Note 7 – Warrant liability”). The Company records the fair value of the warrant liability on a recurring basis and estimates the fair value of the warrants using a Black-Scholes option pricing model under various probability-weighted outcomes which take into consideration the protective, but limited, cash-settlement feature of the warrants. At issuance, the following average assumptions were assigned to the varying outcomes: expected volatility of 60.7%, risk free interest rate of 2.08%, expected life of five years and no dividends. The Company estimated that the fair value of the warrants at June 30, 2014, using this same model with the following average assumptions assigned to the varying outcomes: expected volatility of 69.3%, risk free interest rates of 1.68%, expected lives of 1.46 years and no dividends. The fair value measurement of the warrant liability is particularly sensitive to the price and volatility of the Company's common stock. As of June 30, 2014, the financial liabilities held by the Company and measured at fair value on a recurring basis (which consist solely of the warrant liability) were $141,277. | ||||
The following table summarizes the activity for the period: | ||||
Warrant Liabilities | ||||
Fair value at December 31, 2013 | $ | 132,265 | ||
Fair value adjustment | 9,012 | |||
Fair value at June 30,2014 | $ | 141,277 | ||
The Company’s other financial instruments include cash and cash equivalents, accounts receivable, accounts payable, convertible debentures and amounts due to/from related parties. The recorded values of cash and cash equivalents, accounts receivable, accounts payable and amounts due to/from related parties approximate their fair values based on their short-term nature. The carrying value of the convertible debentures on the balance sheet at June 30, 2014 approximates fair value (see "Note 3 - Convertible debentures"). |
Subsequent_events
Subsequent events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent events: | |
On August 4, 2014, Company closed its previously announced underwritten public offering of 2,650,000 shares of common stock at a per share price of $1.51 and warrants to purchase up to the same number of shares of common stock at a per warrant price of $.0001. The exercise price of the warrants is $1.8875. In connection with this offering, the underwriter partially exercised its option to purchase up to an additional 15% of the shares and/or warrants offered. The underwriter exercised this option with respect to warrants to purchase 179,732 shares of common stock. Total gross proceeds from the offering were $4,001,783, before deducting underwriting discounts and commissions and other offering expenses payable by the company. Aegis Capital Corp acted as sole book-running manager for the offering. A final prospectus supplement and accompanying base prospectus relating to this offering was filed on August 1, 2014. This offering was made solely by means of a final prospectus supplement and accompanying base prospectus forming part of the effective registration statement relating to these securities. | |
The Company has evaluated subsequent events through the filing date of this Quarterly Report and determined that no additional subsequent events occurred that would require recognition in the consolidated financial statements or disclosure in the notes thereto. |
Description_of_business_and_su1
Description of business and summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Description Of Business | ' |
Description of business | |
American DG Energy Inc. distributes, owns, operates and maintains clean, on-site energy systems that produce electricity, hot water, heat and cooling. Our business model is to own the equipment that it installs at customers' facilities and to sell the energy produced by these systems to its customers on a long-term contractual basis at prices guaranteed to the customer to be below conventional utility rates. We call this business the American DG Energy “On-Site Utility”. | |
Basis Of Presentation | ' |
Basis of Presentation | |
The unaudited condensed consolidated financial statements, or the Unaudited Financial Statements, presented herein have been prepared by the Company, without audit, and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the interim periods presented. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC, for reporting in this Quarterly Report on Form 10-Q, or the Quarterly Report. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. It is suggested that the Unaudited Financial Statements be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, or the Annual report, filed with the SEC. The Company’s operating results for the six month period ended June 30, 2014, may not be indicative of the results expected for any succeeding interim periods or for the entire year ending December 31, 2014. | |
The accompanying consolidated financial statements include the accounts of the Company, its 51.0% joint venture, American DG New York, LLC, or ADGNY, and its 70.7% owned subsidiary EuroSite Power Inc., or EuroSite Power. | |
The Company owns 51.0% of ADGNY, after elimination of all material intercompany accounts, transactions and profits. The interest in underlying energy system projects in the joint venture varies between the Company and its joint venture partner. As the controlling partner, all major decisions in ADGNY are made by the Company according to the joint venture agreement. Distributions, however, are made based on the economic ownership and profitability of the underlying energy projects. The economic ownership of the energy projects is calculated by the amount invested by the Company and the noncontrolling partner in each site. Each quarter the Company calculates a year-to-date profit/loss for each site that is part of ADGNY and the noncontrolling interest percent ownership in each site is applied to determine the noncontrolling interest share in the profit/loss. The Company follows the same calculation regarding available cash, and a cash distribution is made to the noncontrolling interest partner, Peter Westerhoff, each quarter. On the Company’s consolidated balance sheets, noncontrolling interest represents the partner’s investment in the entity, plus its share of after-tax profits less any cash distributions. The Company owned a controlling 51.0% legal interest and a 64.0% economic interest in ADGNY as of June 30, 2014. | |
In July 2010 the Company invested $45,000 in exchange for 45 million shares of EuroSite Power, which at the time was a newly established corporation. The investment gave the Company a controlling financial interest in EuroSite Power, whose business focus is to introduce the On-Site Utility solution into the European market. Also in July 2010, Nettlestone Enterprises Limited invested $5,000 in exchange for 5 million shares in EuroSite Power. During the year ended December 31, 2013, EuroSite Power raised approximately $1,250,000 in private placements by selling 1,250,000 shares of EuroSite Power common stock to accredited investors at $1.00 per share. | |
On July 2, 2013, the Company declared a special dividend of one share of EuroSite Power common stock for every ten shares of American DG Energy common stock. The special dividend was paid on August 15, 2013, to stockholders of record as of the close of business on July 25, 2013. In connection with this transaction, the Company issued to its stockholders an aggregate of 4,880,679 shares of EuroSite Power common stock that it owned. As of June 30, 2014, American DG Energy owns a 70.7% interest in EuroSite Power and has consolidated EuroSite Power into its financial statements in accordance with GAAP. | |
The Company’s operations are comprised of one business segment. The Company’s business is selling energy in the form of electricity, heat, hot water and cooling to its customers under long-term sales agreements. | |
The Company has experienced total net losses since inception of approximately $32.3 million. For the foreseeable future, the Company expects to experience continuing operating losses and negative cash flows from operations as its management executes the current business plan. The Company believes that its existing resources, including cash and cash equivalents and future cash flow from operations, are 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, 2015, the Company may need to raise additional capital through a debt financing or an equity offering to meet its operating and capital needs. There can be no assurance, however, that the Company will be successful in its fundraising efforts or that additional funds will be available on acceptable terms, if at all. | |
In 2013, the Company raised $965,001 from private placements of common stock. In 2012, the Company raised $3,535,038, net of issuance costs, from private placements of common stock, $7,500 from issuance of warrants and $200,923 from exercise of stock options. If the Company is unable to raise additional capital in the future it may need to terminate certain of its employees and adjust its current business plan. Financial considerations may cause the Company to modify planned deployment of new energy systems or to suspend installations until it is able to secure additional working capital. The Company will evaluate possible acquisitions of, or investments in, businesses, technologies and products that are complementary to its business; however, the Company is not currently engaged in such discussions. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Revenue Recognition | ' |
Revenue Recognition | |
Revenue from energy contracts is recognized when electricity, heat, and chilled water is produced by the cogeneration systems on-site. The Company bills each month based on various meter readings installed at each site. The amount of energy produced by on-site energy systems is invoiced, as determined by a contractually defined formula. Under certain energy contracts, the customer directly acquires the fuel to power the systems and receives credit for that expense from the Company. The credit is recorded as a reduction of revenue and as reduction of cost of fuel. Revenues from operation, including shared savings are recorded when provided and verified. Maintenance service revenue is recognized over the term of the agreement and is billed on a monthly basis in arrears. | |
As a by-product of the energy business, in some cases, the customer may choose to have the Company construct the system for them rather than have it owned by American DG Energy. In this case, the Company accounts for revenue, or turnkey revenue, and costs using the percentage-of-completion method of accounting. Under the percentage-of-completion method of accounting, revenues are recognized by applying percentages of completion to the total estimated revenues for the respective contracts. Costs are recognized as incurred. The percentages of completion are determined by relating the actual cost of work performed to date to the current estimated total cost at completion of the respective contracts. When the estimate on a contract indicates a loss, the Company’s policy is to record the entire expected loss, regardless of the percentage of completion. The excess of contract costs and profit recognized to date on the percentage-of-completion accounting method in excess of billings is recorded as unbilled revenue. Billings in excess of related costs and estimated earnings is recorded as deferred revenue. The Company had no such arrangements as June 30, 2014 and December 31, 2013, respectively. | |
Customers may buy out their long-term obligation under energy contracts and purchase the underlying equipment from the Company. Any resulting gain on these transactions is recognized over the payment period in the accompanying consolidated statements of operations. The Company had no such arrangements at June 30, 2014 and 2013, respectively. | |
Occasionally, the Company will enter into a sales arrangement with a customer to construct and sell an energy system and provide energy and maintenance services over the term of the contract. Based on the fact that the Company sells each deliverable to other customers on a stand-alone basis, the Company has determined that each deliverable has a stand-alone value. Additionally, there are no rights of return relative to the delivered items; therefore, each deliverable is considered a separate unit of accounting. Revenue is allocated to each element based upon its relative fair value which is determined based on the estimated price of the deliverables when sold on a standalone basis. Revenue related to the construction of the energy system is recognized using the percentage-of-completion method as the unit is being constructed. Revenue from the sale of energy is recognized when electricity, heat, and chilled water is produced by the energy system, and revenue from maintenance services is recognized over the term of the maintenance agreement. The Company had no such arrangements at June 30, 2014 and 2013, respectively. | |
The Company is able to participate in the demand response market and receive payments due to the availability of its energy systems. Demand response programs provide payments for either the reduction of electricity usage or the increase in electricity production during periods of peak usage throughout a utility territory. For six months ending June 30, 2014 and June 30, 2013, the revenue recognized from demand response activity was $153,879 and $47,971, respectively. The Company treats demand response payments as an operating activity in the statements of cash flows. | |
Other revenue represents various types of ancillary activities for which the Company expects to engage in from time to time such as the sale of equipment, construction work, engineering work and feasibility studies. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company has cash balances in certain financial institutions in amounts which occasionally exceed current federal deposit insurance limits. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. | |
Concentrations Of Credit Risk | ' |
Concentration of Credit Risk | |
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of highly liquid cash equivalents and trade receivables. The Company’s cash equivalents are placed with certain financial institutions and issuers. As of June 30, 2014, the Company had a balance of $6,847,554 in cash and cash equivalents that exceeded the Federal Deposit Insurance Corporation limit | |
Accounts Receivable | ' |
Accounts Receivable | |
The Company maintains receivable balances primarily with customers located throughout New York, New Jersey and Europe. The Company reviews its customers’ credit history before extending credit and generally does not require collateral. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific customers, historical trends and other information. Generally, such losses have been within management’s expectations. Bad debt is written off when identified. At June 30, 2014 and December 31, 2013, the allowance for doubtful accounts was $183,201 and $183,201, respectively. | |
Inventory | ' |
Inventory | |
Inventories are stated at the lower of cost or market, valued on a first-in, first-out basis. Inventory is reviewed periodically for slow-moving and obsolete items. As of June 30, 2014 and December 31, 2013, there were no reserves or write-downs recorded against inventory. | |
Supply Concentrations | ' |
Supply Concentrations | |
The majority of the Company’s cogeneration unit purchases as of June 30, 2014 and December 31, 2013, were from one vendor (see “Note 8 - Related parties”). The Company believes there are sufficient alternative vendors available to ensure a constant supply of cogeneration units on comparable terms. However, in the event of a change in suppliers, there could be a delay in obtaining units which could result in a temporary slowdown of installing additional income producing sites. In addition, the majority of the Company’s units are installed and maintained by the noncontrolling interest holder or maintained by Tecogen Inc., or Tecogen. The Company believes there are sufficient alternative vendors available to ensure a constant supply of maintenance and installation services on comparable terms. However, in the event of a change of vendor, there could be a delay in installation or maintenance services. | |
Property, Plant and Equipment and Depreciation and Amortization | ' |
Property, Plant and Equipment | |
Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method at rates sufficient to write off the cost of the applicable assets over their estimated useful lives. Repairs and maintenance are expensed as incurred. | |
The Company evaluates the recoverability of its long-lived assets by comparing the net book value of the assets to the estimated future undiscounted cash flows attributable to such assets. The useful life of the Company’s energy systems is lesser of the economic life of the asset or the term of the underlying contract with the customer, typically 12 to 15 years. The Company reviews for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be fully recoverable or that the useful lives of the assets are no longer appropriate. If impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis. | |
The Company receives rebates and incentives from various utility companies which are accounted for as a reduction in the book value of the assets. The rebates are payable from the utility to the Company and are applied against the cost of construction, therefore reducing the book value of the installation. As a reduction of the facility construction costs, these rebates are treated as an investing activity in the statements of cash flows. The rebates received by the Company from the utilities that apply to the cost of construction are one time rebates based on the installed cost, capacity and thermal efficiency of installed unit and are earned upon the installation and inspection by the utility and are not related to or subject to adjustment based on the future operating performance of the installed units. The rebate agreements with utilities are based on standard terms and conditions, the most significant being customer eligibility and post-installation work verification by a specific date. During the six month period ending June 30, 2014 and 2013, the amount of rebates applied to the cost of construction was $0 and $146,318, respectively. | |
Stock-based Compensation | ' |
Stock-Based Compensation | |
Stock-based compensation cost is measured at the grant date based on the estimated fair value of the award and is recognized as an expense in the consolidated statements of operations over the requisite service period. The fair value of stock options granted is estimated using the Black-Scholes option pricing valuation model. The Company recognizes compensation on a straight-line basis for each separately vesting portion of the option award. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility is calculated based on the Company’s historic volatility over the expected life of the option grant. The average expected life is estimated using the simplified method for “plain vanilla” options. The simplified method determines the expected life in years based on the vesting period and contractual terms as set forth when the award is made. The Company uses the simplified method for awards of stock-based compensation since it does not have the necessary historical exercise and forfeiture data to determine an expected life for stock options. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term which approximates the expected life assumed at the date of grant. When options are exercised the Company normally issues new shares. | |
See “Note 6 – Stock based compensation” for a summary of the restricted stock and stock option activity under the Company’s stock-based employee compensation plan for the periods ended June 30, 2014 and December 31, 2013, respectively. | |
Loss per Common Share | ' |
Loss per Common Share | |
The Company computes basic loss per share by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during the period. The Company computes 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 convertible debentures, stock options and warrants to be dilutive common stock equivalents when the exercise price/conversion price is less than the average market price of its common stock for the period. | |
Other Comprehensive Net Loss | ' |
Other Comprehensive Net Loss | |
The comprehensive net loss for the period ended June 30, 2014 and June 30, 2013, does not differ from the reported loss. | |
Income Taxes | ' |
Income Taxes | |
As part of the process of preparing its consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves the Company estimating its actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as depreciation and certain accrued liabilities for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the Company’s consolidated balance sheet. The Company must then assess the likelihood that its deferred tax assets will be recovered from future taxable income and to the extent it believes that recovery is not likely, the Company must establish a valuation allowance. | |
The Company is allowed to recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed, or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalties (if applicable) on that excess. In addition, the Company is required to provide a tabular reconciliation of the change in the aggregate unrecognized tax benefits claimed, or expected to be claimed, in tax returns and disclosure relating to the accrued interest and penalties for unrecognized tax benefits. Discussion is also required for those uncertain tax positions where it is reasonably possible that the estimate of the tax benefit will change significantly in the next twelve months. | |
The tax years 2003 through 2005 and 2010 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the United States, as carry forward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service or state tax authorities if they are or will be used in a future period. The Company is currently not under examination by the Internal Revenue Service or any other jurisdiction for any tax years. The Company did not recognize any interest and penalties associated with unrecognized tax benefits in the accompanying consolidated financial statements. The Company would record any such interest and penalties as a component of interest expense. The Company does not expect any material changes to the unrecognized benefits within 12 months of the reporting date. | |
Impact of New Accounting Pronouncements | ' |
Impact of New Accounting Pronouncements | |
U.S. GAAP.Accounting Guidance Issued But Not Yet Adopted | |
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and the International Financial Reporting Standards. This guidance supersedes previously issued guidance on revenue recognition and gives a five step process an entity should follow so that the entity recognizes revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This new guidance will be effective for our fiscal 2018 reporting period and must be applied either retrospectively during each prior reporting period presented or retrospectively with the cumulative effect of initially applying this guidance recognized at the date of the initial application. Early adoption is not permitted. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. | |
On July 2013, the FASB issued ASU 2013-11, Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force), or ASU 2013-11. ASU 2013-11 requires the presentation of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryfoward. This net presentation is required unless a net operating loss carryforward, a similar tax loss, or a tax credit carryfoward is not available at the reporting date or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset to settle any additional income tax that would result from the disallowance of the unrecognized tax benefit. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013, with early adoption permitted. We continue to evaluate the impact of this ASU on the Company's consolidated financial statements or financial statement disclosures. | |
Loss_per_Common_Share_Tables
Loss per Common Share (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||||||||||
Basic and diluted loss per share for three and six months ended June 30, 2014 and 2013 respectively was as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Earnings per share | ||||||||||||||||
Loss available to stockholders | $ | (1,276,152 | ) | $ | (1,048,492 | ) | $ | (2,941,508 | ) | $ | (2,217,543 | ) | ||||
Weighted average shares outstanding - Basic and diluted | 49,923,697 | 48,619,404 | 49,871,101 | 48,555,424 | ||||||||||||
Basic and diluted loss per share | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.06 | ) | $ | (0.05 | ) | ||||
Shares underlying warrants outstanding | 507,500 | 507,500 | 507,500 | 507,500 | ||||||||||||
Shares underlying stock options outstanding | 2,406,500 | 2,211,500 | 2,406,500 | 2,211,500 | ||||||||||||
Shares underlying convertible debentures outstanding | 9,194,313 | 8,818,182 | 9,194,313 | 8,818,182 | ||||||||||||
12,108,313 | 11,537,182 | 12,108,313 | 11,537,182 | |||||||||||||
Convertible_debentures_Tables
Convertible debentures (Tables) | 6 Months Ended | ||
Jun. 30, 2014 | |||
Debt Disclosure [Abstract] | ' | ||
Fair Value Measurements | ' | ||
In accordance with ASC 820, the fair value of the conversion option at the date of modification was determined by utilizing a binomial lattice model with the following key assumptions: | |||
Company stock price | $1.64 per share | ||
Risk-free rate | 1.43% - 1.45% | ||
Term | 4.78 years | ||
Volatility | 68.80% | ||
Dividend yield | —% | ||
The following table provides quantitative information used in the fair value measurement, including the assumptions for the significant unobservable inputs used in the binomial lattice model valuation: | |||
Notional amount | $4,000 | ||
Par amount | $1,000 | ||
Interest rate | 4 | % | |
Conversion ratio | 1,667 | ||
Conversion price, per share | $0.60 | ||
Stock price as of the valuation date | $0.51 | ||
Historical realized weekly volatility | 87 | % | |
Risk free rate | 0.9 | % | |
Discrete dividend payment rate | — | % |
Warrants_Tables
Warrants (Tables) | 6 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Stockholders' Equity Note [Abstract] | ' | ||||||
Schedule Of Warrants Activity | ' | ||||||
Warrant activity for the period ended June 30, 2014 was as follows: | |||||||
Number of | Weighted Average | ||||||
Warrants | Grant Date | ||||||
Fair Value | |||||||
Outstanding, December 31, 2013 | 507,500 | $ | 3.24 | ||||
Unvested, June 30, 2014 | 507,500 | $ | 3.24 | ||||
Stockbased_compensation_Tables
Stock-based compensation (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | ' | |||||||||||||
Stock option activity for the six months ended June 30, 2014 was as follows: | ||||||||||||||
Common Stock Options | Number of Options | Weighted | Weighted | Aggregate | ||||||||||
Average | Average | Intrinsic | ||||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Life | |||||||||||||
Outstanding, December 31, 2013 | 2,386,500 | $ | 1.49 | 4.13 years | $ | 1,092,550 | ||||||||
Granted | 220,000 | 2.18 | ||||||||||||
Canceled | (200,000 | ) | 1.56 | |||||||||||
Outstanding, June 30, 2014 | 2,406,500 | $ | 1.55 | 3.73 years | $ | 1,230,550 | ||||||||
Exercisable, June 30, 2014 | 1,384,250 | $ | 1.46 | $ | 858,613 | |||||||||
Vested and expected to vest, June 30, 2014 | 2,406,500 | $ | 1.55 | $ | 1,230,550 | |||||||||
Fair_value_measurements_Tables
Fair value measurements (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Fair Value Disclosures [Abstract] | ' | |||
Schedule Of Warrant Liabilities | ' | |||
The following table summarizes the activity for the period: | ||||
Warrant Liabilities | ||||
Fair value at December 31, 2013 | $ | 132,265 | ||
Fair value adjustment | 9,012 | |||
Fair value at June 30,2014 | $ | 141,277 | ||
Description_of_business_and_su2
Description of business and summary of significant accounting policies (Details) (USD $) | 0 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | ||||||
Jul. 02, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2010 | Jun. 30, 2014 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | |
Maximum [Member] | Minimum [Member] | Nettlestone Enterprises Limited [Member] | American Dg New York [Member] | Eurosite Power Inc [Member] | Eurosite Power Inc [Member] | Eurosite Power Inc [Member] | ||||||
Percentage Of Owned Joint Venture | ' | ' | ' | ' | ' | ' | ' | ' | 51.00% | ' | ' | ' |
Percentage Of Owned Subsidiary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.70% |
Noncontrolling Interest, Ownership Percentage by Parent | ' | 51.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Economic Interest | ' | 64.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsidiary or Equity Method Investee, Cumulative Proceeds Received on All Transactions | ' | ' | ' | ' | ' | ' | ' | $5,000 | ' | ' | $45,000 | ' |
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | 45,000,000 | ' |
Sale Of Subsidiarys Common Stock Value Private Placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250,000 | ' | ' |
Sale of Stock, Number of Shares Issued in Transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250,000 | ' | ' |
Sale of Stock, Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 |
Shares issued during period | 4,880,679 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | 965,001 | ' | 3,535,038 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of warrants | ' | ' | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from exercise of common stock options | ' | ' | ' | 200,923 | ' | ' | ' | ' | ' | ' | ' | ' |
Demand Response Activity Revenue | ' | 153,879 | 47,971 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value, Concentration of Risk, Cash and Cash Equivalents | ' | 6,847,554 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for Doubtful Accounts Receivable | ' | 183,201 | ' | ' | 183,201 | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | ' | ' | '15 years | '12 years | ' | ' | ' | ' | ' |
Cost Of Construction | ' | $0 | $146,318 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss_per_Common_Share_Details
Loss per Common Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' | ' |
Loss available to stockholders | ($1,276,152) | ($1,048,492) | ($2,941,508) | ($2,217,543) | ' |
Weighted average shares outstanding - basic and diluted (in shares) | 49,923,697 | 48,619,404 | 49,871,101 | 48,555,424 | ' |
Basic and diluted loss per share (in dollars per share) | ($0.03) | ($0.02) | ($0.06) | ($0.05) | ' |
Shares underlying warrants outstanding | 507,500 | 507,500 | 507,500 | 507,500 | ' |
Shares underlying stock options outstanding | 2,406,500 | 2,211,500 | 2,406,500 | 2,211,500 | 2,386,500 |
Shares underlying convertible debentures outstanding | 9,194,313 | 8,818,182 | 9,194,313 | 8,818,182 | ' |
Total Shares, Outstanding | 12,108,313 | 11,537,182 | 12,108,313 | 11,537,182 | ' |
Convertible_debentures_Details
Convertible debentures (Details) (USD $) | 0 Months Ended | 1 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||
25-May-14 | Nov. 25, 2013 | Jul. 02, 2013 | Sep. 28, 2012 | Aug. 15, 2011 | 25-May-13 | Nov. 25, 2012 | 25-May-12 | Nov. 30, 2011 | 23-May-11 | Jun. 30, 2014 | Jun. 30, 2013 | 25-May-14 | Dec. 31, 2013 | Sep. 04, 2013 | Aug. 28, 2013 | Jun. 14, 2013 | Aug. 07, 2012 | Mar. 27, 2012 | Feb. 02, 2012 | Jun. 14, 2013 | Jun. 14, 2013 | Jun. 30, 2014 | Apr. 24, 2014 | Apr. 15, 2014 | Apr. 24, 2014 | Apr. 15, 2014 | Dec. 31, 2013 | Feb. 20, 2014 | Feb. 20, 2014 | Jun. 30, 2014 | Feb. 20, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 14, 2013 | Feb. 20, 2014 | Jun. 14, 2013 | Feb. 20, 2014 | Jun. 14, 2013 | Feb. 20, 2014 | Jun. 14, 2013 | Feb. 20, 2014 | Feb. 20, 2014 | Jun. 14, 2013 | Feb. 20, 2014 | Jun. 14, 2013 | Apr. 24, 2014 | |
Senior Unsecured Convertible Notes Due 2015 [Member] | Unsecured Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | American DG Energy [Member] | Minimum [Member] | Maximum [Member] | Prepayment from Related Party for Future Purchases [Member] | Prepayment from Related Party for Future Purchases [Member] | Director [Member] | Director [Member] | Director2 [Member] | Director2 [Member] | Board of Directors Chairman [Member] | Board of Directors Chairman [Member] | Majority Shareholder [Member] | Majority Shareholder [Member] | Investor [Member] | Investor [Member] | Investor Two [Member] | Investor Two [Member] | Director [Member] | |||||||||||||||||||||
Senior Unsecured Convertible Notes Due 2015 [Member] | Senior Convertible Notes Due 2017 [Member] | Note 1 300K Senior Convertible Note Due 2018 [Member] | Note 1 300K Senior Convertible Note Due 2018 [Member] | Note 2 250K Senior Convertible Note Due 2018 [Member] | Note 2 250K Senior Convertible Note Due 2018 [Member] | Senior Convertible Notes Due 2017 [Member] | Unsecured Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | EuroSite Power [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||
Senior Unsecured Convertible Notes Due 2015 [Member] | Senior Convertible Notes Due 2017 [Member] | Senior Convertible Notes Due 2017 [Member] | Senior Unsecured Convertible Notes Due 2015 [Member] | Senior Convertible Notes Due 2017 [Member] | Senior Unsecured Convertible Notes Due 2015 [Member] | Senior Convertible Notes Due 2017 [Member] | Senior Unsecured Convertible Notes Due 2015 [Member] | Senior Convertible Notes Due 2017 [Member] | Senior Unsecured Convertible Notes Due 2015 [Member] | Senior Convertible Notes Due 2017 [Member] | Senior Convertible Notes Due 2017 [Member] | Senior Convertible Notes Due 2017 [Member] | Senior Convertible Notes Due 2017 [Member] | Senior Convertible Notes Due 2017 [Member] | Note 1 300K Senior Convertible Note Due 2018 [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25-May-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price, per share | ' | ' | ' | ' | $2.11 | ' | ' | ' | $2.20 | $2.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.60 | $0.60 | $0.60 | $0.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.60 |
Percentage Of Option To Redeem Par Value | ' | ' | ' | ' | ' | ' | ' | ' | 115.00% | 115.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to Related Parties, Current | ' | ' | ' | ' | ' | ' | ' | ' | 6,900,000 | ' | 150,843 | ' | ' | 178,216 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Interest | 582,000 | 582,000 | ' | ' | ' | 582,000 | 582,000 | 559,000 | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | ' | 377,391 | ' | ' | ' | 316,462 | 249,787 | 251,917 | ' | ' | 50,078,074 | ' | 260,154 | 49,817,920 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | ' | $1.54 | ' | ' | ' | $1.84 | $2.33 | $2.22 | ' | ' | $0.00 | ' | $2.24 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Interest Expense | ' | ' | ' | ' | ' | ' | 57,451 | 153,921 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Determination Period, Average Daily Closing Price, Common Stock | ' | ' | ' | '10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncash interest expense | ' | ' | ' | ' | ' | 53,511 | ' | ' | ' | ' | 624,368 | 528,489 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Increase (Decrease) In Interest Expense | 42,368 | 59,562 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued during period | ' | ' | 4,880,679 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Holding period | ' | ' | '6 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price, Prior | ' | ' | ' | ' | $2.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Repurchased Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 649,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | 1,100,000 | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | 250,000 | 250,000 | 300,000 | 300,000 | 250,000 | 250,000 | 300,000 | 300,000 | 1,500,000 | 1,500,000 | 300,000 | 300,000 | ' |
Related Party Transaction, Discount Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Extension Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Increase (Decrease) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Payment Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Registration Rights Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Registration Rights, Offering Price, Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Expected Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years 9 months 10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -533,177 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -713,577 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 180,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,656,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 180,400 | ' | ' | ' | ' | ' | ' | ' | 656,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount | ' | ' | ' | ' | 19,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,000,000 | $1,000 | $300,000 | $300,000 | $250,000 | ' | ' | ' | ' | ' | $4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $300,000 |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 4.00% | 4.00% | 4.00% | 4.00% | ' | 4.00% | ' | ' | 4.00% | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% |
Conversion ratio | ' | ' | ' | ' | 0.06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock price as of the valuation date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.64 | ' | ' | ' | $1.50 | $1.55 | ' | $1.60 | $1.60 | $1.50 | ' | ' | $0.51 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Historical realized weekly volatility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 68.80% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 87.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.43% | 1.45% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discrete dividend payment rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible_debentures_Fair_Va
Convertible debentures (Fair Value Measurement) (Details) (USD $) | 0 Months Ended | 6 Months Ended | |||||||
Aug. 15, 2011 | Jun. 30, 2014 | Sep. 04, 2013 | Aug. 28, 2013 | Aug. 07, 2012 | Mar. 27, 2012 | Feb. 02, 2012 | Nov. 30, 2011 | 23-May-11 | |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount | $19,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion ratio | 0.06 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price, per share | $2.11 | ' | ' | ' | ' | ' | ' | $2.20 | $2.20 |
Stock price as of the valuation date | ' | $1.64 | $1.50 | $1.55 | $1.60 | $1.60 | $1.50 | ' | ' |
Historical realized weekly volatility | ' | 68.80% | ' | ' | ' | ' | ' | ' | ' |
Discrete dividend payment rate | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt [Member] | Senior Convertible Notes Due 2017 [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' |
Par amount | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' |
Conversion ratio | ' | 1,667 | ' | ' | ' | ' | ' | ' | ' |
Conversion price, per share | ' | $0.60 | ' | ' | ' | ' | ' | ' | ' |
Stock price as of the valuation date | ' | $0.51 | ' | ' | ' | ' | ' | ' | ' |
Historical realized weekly volatility | ' | 87.00% | ' | ' | ' | ' | ' | ' | ' |
Risk free rate | ' | 0.90% | ' | ' | ' | ' | ' | ' | ' |
Discrete dividend payment rate | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' |
Common_Stock_Details
Common Stock (Details) (USD $) | 0 Months Ended | 1 Months Ended | ||||||
Sep. 04, 2013 | Aug. 28, 2013 | Feb. 02, 2012 | Aug. 31, 2012 | Mar. 31, 2012 | Jun. 30, 2014 | Aug. 07, 2012 | Mar. 27, 2012 | |
Stockholders' Equity Note [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchased | ' | ' | 500,000 | ' | ' | ' | ' | ' |
Payments for Repurchase of Common Stock | ' | ' | $750,000 | ' | ' | ' | ' | ' |
Share price | $1.50 | $1.55 | $1.50 | ' | ' | $1.64 | $1.60 | $1.60 |
Proceeds From Sale Of Restricted Common Stock | $500,001 | $465,000 | ' | $2,000,000 | $1,600,000 | ' | ' | ' |
Stock Issued During Period Shares Restricted Stock | 333,334 | 300,000 | ' | 1,250,000 | 1,000,000 | ' | ' | ' |
Warrants_Textual_Details
Warrants (Textual) (Details) (USD $) | 0 Months Ended | 6 Months Ended | ||||
Feb. 02, 2012 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | Jun. 30, 2014 | Jun. 30, 2014 | |
January 15, 2016 [Member] | December 14, 2015 [Member] | |||||
Payments for Repurchase of Common Stock | $750,000 | ' | ' | ' | ' | ' |
Warrants Exercised Expire Date | ' | ' | ' | ' | ' | 14-Dec-15 |
Share Based Compensation Arrangement By Share Based Payment Award Warrants Outstanding Number | ' | 507,500 | 507,500 | ' | 7,500 | 500,000 |
Share Based Compensation Arrangement By Share Based Payment Award Warrants Exercise Price Per Share | ' | ' | ' | $3.25 | $2.69 | $3.25 |
Warrants_Details
Warrants (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Stockholders' Equity Note [Abstract] | ' | ' |
Number of Warrants Outstanding, December 31, 2011 (in shares) | 507,500 | 507,500 |
Number of Warrants Unvested, June 30, 2012 (in shares) | 507,500 | 507,500 |
Weighted Average Grant Date Fair Value Outstanding, December 31, 2011 (in dollars per share) | $3.24 | $3.24 |
Weighted Average Grant Date Fair Value Unvested, June 30, 2012 (in dollars per share) | $3.24 | $3.24 |
Stockbased_compensation_Textua
Stock-based compensation (Textual) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Sep. 04, 2013 | Aug. 28, 2013 | Aug. 07, 2012 | Mar. 27, 2012 | Feb. 02, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 03, 2013 | 7-May-14 | 7-May-14 | |
Minimum [Member] | Maximum [Member] | American DG Energy [Member] | EuroSite Power [Member] | Stock Compensation Plan [Member] | Stock Compensation Plan [Member] | Officer [Member] | Officer [Member] | ||||||||||
American DG Energy [Member] | American DG Energy [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | 5,000,000 | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,500 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 220,000 |
Stock price as of the valuation date | $1.64 | $1.64 | ' | ' | $1.50 | $1.55 | $1.60 | $1.60 | $1.50 | ' | ' | ' | ' | ' | ' | ' | $2.18 |
Stock-based compensation | ' | $208,478 | $283,360 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 688,046 | 688,046 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | ' | '1 year 11 months 5 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 6 months 26 days | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revised Reserved Shares Of Common Stock Issuable. | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '10 years | ' | ' | ' | ' | '4 years | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years 3 months | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.18% | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 68.00% | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 302,888 | ' |
Shares underlying stock options outstanding | 2,406,500 | 2,406,500 | 2,211,500 | 2,386,500 | ' | ' | ' | ' | ' | ' | ' | ' | 4,045,000 | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Stock Options Nonvested Number | 1,598,750 | 1,598,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $184,544 | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Canceled In Period | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | ' | 220,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockbased_compensation_Detail
Stock-based compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2011 | Jun. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' | ' |
Number of Option Outstanding December 31 2012 (in shares) | ' | 2,386,500 | ' | 2,211,500 |
Number of Options Granted (in shares) | ' | 220,000 | ' | ' |
Number of Options Canceled (in shares) | 200,000 | ' | ' | ' |
Number of Options Outstanding, September 30, 2013 (in shares) | 2,406,500 | 2,406,500 | ' | 2,211,500 |
Number of Option Exercisable, September 30, 2013 (in shares) | 1,384,250 | 1,384,250 | ' | ' |
Number of Option Vested and expected to vest, September 30, 2013 (in shares) | 2,406,500 | 2,406,500 | ' | ' |
Weighted Average Exercise Price Outstanding, December 31, 2012 (in dollars per share) | ' | $1.49 | ' | ' |
Weighted Average Exercise Price Granted (in dollars per share) | ' | $2.18 | ' | ' |
Weighted Average Exercise Price Cancelled (in dollars per share) | ' | $1.56 | ' | ' |
Weighted Average Exercise Price Outstanding, September 30, 2013 (in dollars per share) | $1.55 | $1.55 | ' | ' |
Weighted Average Exercise Price Exercisable, September 30, 2013 (in dollars per share) | $1.46 | $1.46 | ' | ' |
Weighted Average Exercise Price Vested and expected to vest, September 30, 2013 (in dollars per share) | $1.55 | $1.55 | ' | ' |
Weighted Average Remaining Life Outstanding, December 31, 2012 | ' | '3 years 8 months 23 days | '4 years 1 month 16 days | ' |
Weighted Average Remaining Life Outstanding, September 30, 2013 | ' | '3 years 8 months 23 days | '4 years 1 month 16 days | ' |
Aggregate Intrinsic Value Outstanding, December 31, 2012 | ' | $1,092,550 | ' | ' |
Aggregate Intrinsic Value Outstanding, September 30, 2013 | 1,230,550 | 1,230,550 | ' | ' |
Aggregate intrinsic value Exercisable, September 30, 2013 | 858,613 | 858,613 | ' | ' |
Aggregate Intrinsic value Vested and expected to vest, September 30, 2013 | $1,230,550 | $1,230,550 | ' | ' |
Warrant_liability_Details
Warrant liability (Details) (USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2010 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ' |
Shares issued | ' | 500,000 |
Warrants Issued During Period | ' | 500,000 |
Stock Issued During Period Price Per Share | ' | $2.50 |
Warrants, Exercise Price Per Share | ' | $3.25 |
Warrants Expiration Term | ' | '5 years |
Warrants Expiration Date | ' | 14-Dec-15 |
Expected Volitility, Maximum Rate | 70.00% | ' |
Related_parties_Details
Related parties (Details) (USD $) | 1 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | ||||||||||
Jul. 31, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Oct. 23, 2009 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
American DG Energy [Member] | American DG Energy [Member] | Eurosite [Member] | Tecogen [Member] | Tecogen [Member] | Tecogen [Member] | Tecogen [Member] | Tecogen [Member] | Ilois [Member] | Ilois [Member] | Ilois [Member] | Prepayment from Related Party for Future Purchases [Member] | |||
Chief Executive Officer [Member] | Director [Member] | Board of Directors Chairman [Member] | Affiliated Entity [Member] | Affiliated Entity [Member] | Chief Executive Officer [Member] | Director [Member] | Director [Member] | Investor [Member] | ||||||
Ownernship Interest, Percentage, Related Party | ' | ' | 19.80% | 13.50% | 0.10% | ' | ' | ' | 23.50% | 22.50% | ' | 7.20% | 3.10% | ' |
Related Party Transactions Agreement Term | '1 year | '5 months | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' |
Rental Income Related Party | ' | $6,495 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Other Revenues from Transactions with Related Party | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Fund Long-term Loans to Related Parties | ' | 15,655 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Decrease In Noncontrolling Interest Partners Economic Position | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from Related Parties | ' | ' | ' | ' | ' | ' | 668,940 | 843,690 | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Discount Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% |
Related Party Transaction, Amounts of Transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 |
Fair_value_measurements_Textua
Fair value measurements (Textual) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||||
Fair Value, Inputs, Level 3 [Member] | |||||
Class of Warrant or Right, Outstanding | 507,500 | ' | 507,500 | 500,000 | ' |
Warrants Exercise Price | ' | ' | ' | $3.25 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | ' | ' | ' | 2.08% | 1.68% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | ' | ' | ' | '5 years | '1 year 5 months 16 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | ' | ' | ' | 60.70% | 69.30% |
Derivative Liabilities, Noncurrent | $141,277 | $132,265 | ' | ' | ' |
Fair_value_measurements_Detail
Fair value measurements (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Fair Value Disclosures [Abstract] | ' | ' | ' | ' |
Fair value at December 31, 2013 | ' | ' | $132,265 | ' |
Fair value adjustment | -57,101 | -208,187 | 9,012 | -319,006 |
Fair value at June 30,2014 | $141,277 | ' | $141,277 | ' |
Subsequent_events_Details
Subsequent events (Details) (USD $) | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||
Dec. 31, 2010 | Jun. 30, 2014 | Sep. 04, 2013 | Aug. 28, 2013 | Aug. 07, 2012 | Mar. 27, 2012 | Feb. 02, 2012 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | |
American Dg [Member] | American Dg [Member] | Common Stock [Member] | Common Stock [Member] | Warrant [Member] | Over-Allotment Option [Member] | Over-Allotment Option [Member] | ||||||||
Subsequent Event [Member] | Subsequent Event [Member] | American Dg [Member] | American Dg [Member] | American Dg [Member] | American Dg [Member] | American Dg [Member] | ||||||||
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,650,000 | ' | ' | 179,732 | ' |
Share price | ' | $1.64 | $1.50 | $1.55 | $1.60 | $1.60 | $1.50 | ' | ' | ' | $1.51 | $0.00 | ' | ' |
Exercise price of warrants or rights | ' | ' | ' | ' | ' | ' | ' | ' | $1.89 | ' | ' | ' | ' | ' |
Percentage given to underwriters | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% |
Proceeds from public offering | ' | ' | ' | ' | ' | ' | ' | $4,001,783 | ' | ' | ' | ' | ' | ' |