DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMERICAN DG ENERGY INC | |
Entity Central Index Key | 1,378,706 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | adge | |
Entity Common Stock, Shares Outstanding | 50,684,095 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 6,836,273 | $ 11,825,915 |
Accounts receivable, net | 1,028,910 | 1,140,811 |
Unbilled revenue | 13,652 | 12,533 |
Due from related party | 53,159 | 39,682 |
Inventory finished goods | 1,088,097 | 1,153,927 |
Prepaid and other current assets | 571,441 | 852,069 |
Total current assets | 9,591,532 | 15,024,937 |
Property, plant and equipment, net | 26,187,009 | 24,885,155 |
Accounts receivable, long-term | 0 | 3,600 |
Other assets, long-term | 63,609 | 92,148 |
TOTAL ASSETS | 35,842,150 | 40,005,840 |
Current liabilities: | ||
Accounts payable | 757,666 | 605,530 |
Accrued expenses and other current liabilities | 508,900 | 485,570 |
Due to related party | 986,072 | 630,805 |
Note payable related party | 2,000,000 | 0 |
Total current liabilities | 4,252,638 | 1,721,905 |
Long-term liabilities: | ||
Convertible debentures | 1,600,309 | 1,645,444 |
Convertible debentures due related parties | 16,729,795 | 15,864,215 |
Note payable related party | 0 | 3,000,000 |
Warrant liability | 2 | 6,780 |
Other long-term liabilities | 0 | 2,227 |
Total liabilities | $ 22,582,744 | $ 22,240,571 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 50,684,095 and 52,140,001 issued and outstanding at September 30, 2015 and December 31, 2014, respectively. | $ 50,684 | $ 52,140 |
Additional paid-in capital | 49,636,284 | 49,854,998 |
Accumulated deficit | (38,639,539) | (35,232,411) |
Total American DG Energy Inc. stockholders’ equity | 11,047,429 | 14,674,727 |
Noncontrolling interest | 2,211,977 | 3,090,542 |
Total stockholders' equity | 13,259,406 | 17,765,269 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 35,842,150 | $ 40,005,840 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) [Parenthetical] - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock,shares issued | 50,684,095 | 52,140,001 |
Common stock, shares outstanding | 50,684,095 | 52,140,001 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | ||||
Energy revenues | $ 1,750,682 | $ 1,697,723 | $ 6,012,139 | $ 5,846,521 |
Turnkey & other revenues | 205,862 | 188,970 | 539,272 | 639,194 |
Sales Revenue, Net, Total | 1,956,544 | 1,886,693 | 6,551,411 | 6,485,715 |
Cost of sales | ||||
Fuel, maintenance and installation | 1,202,289 | 1,201,003 | 4,297,426 | 4,394,238 |
Depreciation expense | 521,276 | 464,296 | 1,549,591 | 1,358,173 |
Cost of Goods and Services Sold, Total | 1,723,565 | 1,665,299 | 5,847,017 | 5,752,411 |
Gross profit | 232,979 | 221,394 | 704,394 | 733,304 |
Operating expenses | ||||
General and administrative | 558,821 | 780,744 | 2,065,250 | 2,330,702 |
Selling | 250,792 | 291,984 | 899,913 | 800,458 |
Engineering | 327,712 | 167,078 | 713,159 | 629,526 |
Operating Expenses, Total | 1,137,325 | 1,239,806 | 3,678,322 | 3,760,686 |
Loss from operations | (904,346) | (1,018,412) | (2,973,928) | (3,027,382) |
Other income (expense), net | ||||
Interest and other income | 6,641 | 35,592 | 193,074 | 57,940 |
Interest expense | (320,337) | (350,892) | (950,443) | (1,084,215) |
Loss on extinguishment of debt | 0 | (533,177) | ||
Change in fair value of warrant liability | 299 | 110,897 | 6,778 | 101,885 |
Other income (expense), total | (313,397) | (204,403) | (750,591) | (1,457,567) |
Loss before benefit (provision) for income taxes | (1,217,743) | (1,222,815) | (3,724,519) | (4,484,949) |
Provision for income taxes | (8,797) | (22,814) | (13,965) | (32,694) |
Consolidated net loss | (1,226,540) | (1,245,629) | (3,738,484) | (4,517,643) |
Loss attributable to noncontrolling interest | 207,907 | 75,977 | 331,356 | 406,483 |
Net loss attributable to American DG Energy Inc. | $ (1,018,633) | $ (1,169,652) | $ (3,407,128) | $ (4,111,160) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.02) | $ (0.02) | $ (0.07) | $ (0.08) |
Weighted average shares outstanding - basic and diluted (in shares) | 50,687,355 | 51,690,714 | 50,691,472 | 50,484,304 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss attributable to American DG Energy, Inc. | $ (3,407,128) | $ (4,111,160) |
Loss attributable to noncontrolling interest | (331,356) | (406,483) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 1,586,410 | 1,394,201 |
Gain attributable to distribution of nonmonetary assets to noncontrolling interest | (157,870) | 0 |
Loss on extinguishment of debt | 0 | 533,177 |
Provision for losses on accounts receivable | 0 | 26,087 |
Amortization of deferred financing costs | 40,096 | 2,567 |
Amortization of convertible debt premium | (72,216) | 9,997 |
Increase (decrease) in fair value of warrant liability | (6,778) | (101,885) |
Non-cash interest expense | 867,329 | 624,368 |
Stock-based compensation | 253,813 | 338,790 |
Changes in operating assets and liabilities: | ||
Accounts receivable and unbilled revenue | 114,382 | (231,417) |
Due from related party | (13,378) | 283,356 |
Inventory | 65,830 | 544,159 |
Prepaid and other current assets | 269,071 | (326,378) |
Increase (decrease) in: | ||
Accounts payable | 152,136 | 215,103 |
Accrued expenses and other current liabilities | 48,662 | 348,066 |
Due to related party | 355,267 | (34,843) |
Other long-term liabilities | (2,227) | (10,206) |
Net cash used in operating activities | (237,957) | (902,501) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (3,312,452) | (3,899,360) |
Partial purchase of noncontrolling interest | (100,000) | 0 |
Net cash used in investing activities | (3,412,452) | (3,899,360) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible debentures | 0 | 1,450,000 |
Proceeds from sale of common stock, net of costs | 0 | 3,242,957 |
Purchases of common stock, net of costs | (152,377) | 0 |
Payment on related party note payable | (1,000,000) | 3,000,000 |
Distributions to noncontrolling interest | (186,856) | (168,546) |
Net cash (used in) provided by financing activities | (1,339,233) | 7,524,411 |
Net increase (decrease) in cash and cash equivalents | (4,989,642) | 2,722,550 |
Cash and cash equivalents, beginning of the period | 11,825,915 | 9,804,291 |
Cash and cash equivalents, end of the period | 6,836,273 | 12,526,841 |
Supplemental disclosures of cash flows information: | ||
Interest | 90,871 | 80,000 |
Income taxes | 35,838 | 54,974 |
Non-cash investing and financing activities: | ||
Distribution of nonmonetary assets | $ 340,069 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business American DG Energy Inc., or the Company, we, our or us, distributes, owns, operates and maintains clean, on-site energy systems that produce electricity, hot water, heat and cooling. The Company's 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. The Company calls this business the American DG Energy “On-Site Utility”. The Company has experienced total net losses since inception of approximately $39 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. However, as the Company continues to grow its business by adding more energy systems, cash requirements will increase, and the Company may need to raise additional capital through debt financings or equity offerings 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. If the Company is unable to raise additional funds in the future it may need to terminate certain employees and adjust its business plans. Financial considerations may cause the Company to modify planned deployment of new energy systems and may decide 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. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015 . The consolidated balance sheet at December 31, 2014 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in American DG Energy Inc.’s annual report on Form 10-K for the year ended December 31, 2014 . There have been no significant changes in accounting principles, practices or methods for making estimates. The accompanying unaudited consolidated financial statements include the accounts of the Company and entities in which it has a controlling financial interest. Those entities include the Company's 51.0% owned joint venture, American DG New York, LLC, or ADGNY, and its 48.0% owned subsidiary EuroSite Power Inc., or EuroSite Power. The Company has determined EuroSite Power to be a Variable Interest Entity (VIE) and for which the Company has determined it is the primary beneficiary (see Note 9. "Variable Interest Entity”). 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. |
Loss per Common Share
Loss per Common Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
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 is less than the average market price of its common stock for the period. For the nine months ended September 30, 2015 , the Company excluded 15,192,083 potentially dilutive shares, and for the nine months ended September 30, 2014 , the Company excluded 15,069,083 potentially dilutive shares because such shares would be anti-dilutive as a result of the reported net loss. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes in the accompanying unaudited consolidated statements of operations for the three months ended and nine months ended September 30, 2015 and 2014 differ from that which would be expected by applying the federal statutory tax rate primarily due to losses for which no benefit is recognized. |
Warrant liability
Warrant liability | 9 Months Ended |
Sep. 30, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liability | Warrant Liability In connection with a subscription agreement that the Company entered into on December 9, 2010 , the Company issued warrants for the purchase of 500,000 shares of its common stock. The warrants have an exercise price of $3.25 and are exercisable for five 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 ( 30 ) 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 5. "Fair Value Measurements"). Stockholders’ Equity On January 29, 2015 , the Company entered into an exchange agreement, (or the "Exchange Agreement"), with IN Holdings Corp., a holder of more than 5% percent of the Company’s common stock, (or "IN Holdings"). In connection with the Exchange Agreement, IN Holdings transferred to the Company 1,320,000 shares of the Company’s common stock that it owned, and in exchange, the Company transferred to IN Holdings 1,320,000 shares of the common stock of EuroSite Power Inc. that it owned. The exchange was accounted for as an acquisition and retirement of treasury shares and a disposal of partial ownership of a consolidated subsidiary. As the Company retained a controlling financial interest following the exchange, no gain or loss was recognized on the disposal in accordance with ASC 810-10-45-23. In accordance with ASC 845-10-05-4, nonmonetary transactions, the fair value of the shares surrendered by the Company in the exchange were used to value the exchange. On September 19, 2014, the Board of Directors of the Company approved a common stock repurchase program that shall not exceed 1,000,000 shares of common stock and shall not exceed $1,100,000 of cost. The approval allows for purchases over a 24 -month period at prices not to exceed $1.30 per share. During the first nine months of 2015 , the Company repurchased 235,906 shares of common stock at an average price of $0.55 . See Part II, Item 2, "Unregistered Sales of Equity Securities and Use of Proceeds", for further details. During the second quarter of 2015, the Company entered into an agreement with the noncontrolling interest joint venture partner in ADGNY, whereby, in exchange for $100,000 cash and 100,000 shares of the Company’s common stock, the noncontrolling interest partner relinquished certain economic interests in certain energy system projects in the joint venture sites owned and operated by ADGNY; and ownership of certain energy system projects owned by ADGNY was transferred to the Company; and ownership of certain energy system projects owned by ADGNY was transferred to the noncontrolling interest joint venture partner. Additionally, the interests in underlying energy system projects remaining in the joint venture following the transfers of ownership of those energy system projects described in the preceding sentence, were adjusted to 51% and 49% for the Company and the noncontrolling interest joint venture partner in ADGNY, respectively. Following the foregoing series of transactions, the Company retained a controlling 51% legal interest and had a 51% economic interest in ADGNY. The relinquishment by the noncontrolling interest partner of certain economic interests in certain energy system projects in the joint venture sites owned and operated by ADGNY for the benefit of the Company and the adjustment of the respective interests in underlying energy system projects remaining in the joint venture were treated as changes in the Company’s ownership interest in ADGNY while the Company retained a controlling financial interest, and accordingly, were accounted for as equity transactions in accordance with ASC 810-10-45-23. The transfer of ownership of certain energy system projects owned by ADGNY to the noncontrolling interest joint venture partner was treated as a dividend of nonmonetary assets and was recognized at the fair value of the energy systems transferred in accordance with ASC 845-10-30-1, with a gain of $157,870 recognized in interest and other income, which is attributed entirely to the noncontrolling interest in the accompanying financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 considers its convertible debentures a level 2 liability and believes that its carrying value approximates fair value. Level 3 - Unobservable inputs reflecting management’s own assumptions about the input used in pricing the asset or liability. As of September 30, 2015 , the Company has classified the warrants with Put and Call rights as Level 3 (see Note 4. "Warrant Liability”). The Company estimated 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 57.0% , risk free interest rate of 2.08% , expected life of five years and no dividends. The Company estimated the fair value of the warrants at September 30, 2015 using this same model with the following average assumptions assigned to the varying outcomes: expected volatility of 122.0% , risk free interest rates of 1.52% , expected lives of 0.21 years years and no dividends. As of September 30, 2015 , the financial liabilities held by the Company in other current liabilities and measured at fair value on a recurring basis (which consist solely of the warrant liability) were $2 . The following table summarizes the warrant liability activity for the period: Warrant Liability Fair value at December 31, 2014 $ 6,780 Fair value adjustment year-to-date (6,778 ) Fair value at September 30, 2015 $ 2 In connection with recognizing the distribution of energy systems to the noncontrolling interest in ADGNY (see Note 6. "Stockholders' Equity"), the Company utilized Level 3 category fair value measurements. Those measurements employed the use of discounted cash flow analysis to determine the fair value of those energy systems. The estimated expected cash flows were discounted at a rate of 12% per annum. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Warrant Liability In connection with a subscription agreement that the Company entered into on December 9, 2010 , the Company issued warrants for the purchase of 500,000 shares of its common stock. The warrants have an exercise price of $3.25 and are exercisable for five 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 ( 30 ) 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 5. "Fair Value Measurements"). Stockholders’ Equity On January 29, 2015 , the Company entered into an exchange agreement, (or the "Exchange Agreement"), with IN Holdings Corp., a holder of more than 5% percent of the Company’s common stock, (or "IN Holdings"). In connection with the Exchange Agreement, IN Holdings transferred to the Company 1,320,000 shares of the Company’s common stock that it owned, and in exchange, the Company transferred to IN Holdings 1,320,000 shares of the common stock of EuroSite Power Inc. that it owned. The exchange was accounted for as an acquisition and retirement of treasury shares and a disposal of partial ownership of a consolidated subsidiary. As the Company retained a controlling financial interest following the exchange, no gain or loss was recognized on the disposal in accordance with ASC 810-10-45-23. In accordance with ASC 845-10-05-4, nonmonetary transactions, the fair value of the shares surrendered by the Company in the exchange were used to value the exchange. On September 19, 2014, the Board of Directors of the Company approved a common stock repurchase program that shall not exceed 1,000,000 shares of common stock and shall not exceed $1,100,000 of cost. The approval allows for purchases over a 24 -month period at prices not to exceed $1.30 per share. During the first nine months of 2015 , the Company repurchased 235,906 shares of common stock at an average price of $0.55 . See Part II, Item 2, "Unregistered Sales of Equity Securities and Use of Proceeds", for further details. During the second quarter of 2015, the Company entered into an agreement with the noncontrolling interest joint venture partner in ADGNY, whereby, in exchange for $100,000 cash and 100,000 shares of the Company’s common stock, the noncontrolling interest partner relinquished certain economic interests in certain energy system projects in the joint venture sites owned and operated by ADGNY; and ownership of certain energy system projects owned by ADGNY was transferred to the Company; and ownership of certain energy system projects owned by ADGNY was transferred to the noncontrolling interest joint venture partner. Additionally, the interests in underlying energy system projects remaining in the joint venture following the transfers of ownership of those energy system projects described in the preceding sentence, were adjusted to 51% and 49% for the Company and the noncontrolling interest joint venture partner in ADGNY, respectively. Following the foregoing series of transactions, the Company retained a controlling 51% legal interest and had a 51% economic interest in ADGNY. The relinquishment by the noncontrolling interest partner of certain economic interests in certain energy system projects in the joint venture sites owned and operated by ADGNY for the benefit of the Company and the adjustment of the respective interests in underlying energy system projects remaining in the joint venture were treated as changes in the Company’s ownership interest in ADGNY while the Company retained a controlling financial interest, and accordingly, were accounted for as equity transactions in accordance with ASC 810-10-45-23. The transfer of ownership of certain energy system projects owned by ADGNY to the noncontrolling interest joint venture partner was treated as a dividend of nonmonetary assets and was recognized at the fair value of the energy systems transferred in accordance with ASC 845-10-30-1, with a gain of $157,870 recognized in interest and other income, which is attributed entirely to the noncontrolling interest in the accompanying financial statements. |
Related parties
Related parties | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties EuroSite Power, Tecogen, Ilios Inc., or Ilios are affiliated companies by virtue of common ownership and common leadership.. 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. The Company's lease with Tecogen expires on July 31, 2016. These costs were reimbursed by the Company. As of September 30, 2015 , the Company owed Tecogen $986,072 and Tecogen owed the Company $43,946 . During the first quarter of 2015, Eurosite Power repaid $1,000,000 of a related party $3,000,000 note payable in accordance with the terms of the note as amended, or the Note. According to the terms of the Note, the Note becomes due on demand in the event EuroSite successfully completes a substantial capital raise. EuroSite successfully completed a substantial capital raise in November of 2014. As such, the Note is currently due and is now classified as a short-term liability. On July 7, 2015, EuroSite Power, one of the Company's consolidated subsidiaries, entered into a Revolving Line of Credit Agreement, (or the "Agreement"), with Elias Samaras, EuroSite Power's Chief Executive Officer and President and a member of the Company's Board of Directors. Under the terms of the Agreement, Mr. Samaras has agreed to lend EuroSite Power up to an aggregate of $1 million , upon written request. Any amounts borrowed by EuroSite Power pursuant to the Agreement will bear interest at 6% per year. Interest is due and payable quarterly in arrears. Repayment of the principal amount borrowed pursuant to the Agreement will be due on June 30, 2017. Prepayment of any amounts due under the Agreement may be made at any time without penalty. As of September 30, 2015 no amounts have been drawn on this line. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company has certain commitments under agreements with Tecogen, Ilios, and other related parties (see Note 7. "Related Parties"). 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 Company's condensed consolidated financial statements. |
Variable Interest Entity (Notes
Variable Interest Entity (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Variable Interest Entity Disclosure [Abstract] | |
Variable Interest Entity | Variable Interest Entity The carrying amount and classification of assets and liabilities of the Company's consolidated subsidiary EuroSite Power, which is considered to be a variable interest entity, and for which the Company has determined it is the primary beneficiary, were as follows as September 30, 2015 and December 31, 2014 : September 30, 2015 December 31, 2014 Current assets $1,661,379 $4,784,215 Long-term assets 7,641,417 6,365,669 Current liabilities 2,759,373 401,116 Long-term liabilities 2,560,494 5,632,710 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through the date of this filing and determined that no subsequent events occurred that would require recognition in the consolidated financial statements or disclosure in the notes thereto. |
Description of Business and B16
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | American DG Energy Inc., or the Company, we, our or us, distributes, owns, operates and maintains clean, on-site energy systems that produce electricity, hot water, heat and cooling. The Company's 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. The Company calls this business the American DG Energy “On-Site Utility”. The Company has experienced total net losses since inception of approximately $39 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. However, as the Company continues to grow its business by adding more energy systems, cash requirements will increase, and the Company may need to raise additional capital through debt financings or equity offerings 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. If the Company is unable to raise additional funds in the future it may need to terminate certain employees and adjust its business plans. Financial considerations may cause the Company to modify planned deployment of new energy systems and may decide 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. |
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015 . The consolidated balance sheet at December 31, 2014 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in American DG Energy Inc.’s annual report on Form 10-K for the year ended December 31, 2014 . There have been no significant changes in accounting principles, practices or methods for making estimates. The accompanying unaudited consolidated financial statements include the accounts of the Company and entities in which it has a controlling financial interest. Those entities include the Company's 51.0% owned joint venture, American DG New York, LLC, or ADGNY, and its 48.0% owned subsidiary EuroSite Power Inc., or EuroSite Power. The Company has determined EuroSite Power to be a Variable Interest Entity (VIE) and for which the Company has determined it is the primary beneficiary (see Note 9. "Variable Interest Entity”). 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Warrant Liabilities | The following table summarizes the warrant liability activity for the period: Warrant Liability Fair value at December 31, 2014 $ 6,780 Fair value adjustment year-to-date (6,778 ) Fair value at September 30, 2015 $ 2 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Variable Interest Entity Disclosure [Abstract] | |
Schedule of Variable Interest Entities | The carrying amount and classification of assets and liabilities of the Company's consolidated subsidiary EuroSite Power, which is considered to be a variable interest entity, and for which the Company has determined it is the primary beneficiary, were as follows as September 30, 2015 and December 31, 2014 : September 30, 2015 December 31, 2014 Current assets $1,661,379 $4,784,215 Long-term assets 7,641,417 6,365,669 Current liabilities 2,759,373 401,116 Long-term liabilities 2,560,494 5,632,710 |
Description of Business and B19
Description of Business and Basis of Presentation (Details) | 9 Months Ended | |
Sep. 30, 2015USD ($)segment | Dec. 31, 2014USD ($) | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Retained Earnings (Accumulated Deficit) | $ (38,639,539) | $ (35,232,411) |
Number of Operating Segments | segment | 1 | |
American DG New York, LLC | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Percentage Of Owned Subsidiary | 51.00% | |
EuroSite Power Inc. | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Percentage Of Owned Subsidiary | 48.00% |
Loss per Common Share (Details)
Loss per Common Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||
Potentially dilutive securities excluded from computation of earnings per share | 15,192,083 | 15,069,083 |
Warrant liability (Details)
Warrant liability (Details) - Warrants and Rights Subject to Mandatory Redemption | Dec. 09, 2010$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 500,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.25 |
Class of Warrant or Right, Term | 5 years |
Class Of Warrant Or Right, Volatility Measurement Period For Potential Settlement | 30 days |
Class Of Warrant Or Right, Settlement, Value, Percent | 70.00% |
Fair Value Measurements - Narr
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability, current | $ 2 | $ 2 | $ 6,780 |
Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Expected volatility rate | 57.00% | ||
Risk free interest rate | 2.08% | ||
Expected term | 5 years | ||
Expected dividends | $ 0 | ||
Fair Value, Inputs, Level 3 | American DG New York, LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Expected future cash flow discount, percent | 12.00% | ||
Fair Value, Inputs, Level 3 | Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Expected volatility rate | 122.00% | ||
Risk free interest rate | 1.52% | ||
Expected term | 2 months 16 days | ||
Expected dividends | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Fair value at December 31, 2014 | $ 6,780 |
Fair value adjustment year-to-date | (6,778) |
Fair value at September 30, 2015 | $ 2 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Jan. 29, 2015 | Sep. 19, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Related Party Transaction [Line Items] | |||||
Ownership percentage by noncontrolling interests | 5.00% | ||||
Stock repurchase program, number of shares authorized to be repurchased | 1,000,000 | ||||
Stock repurchase program, amount authorized | $ 1,100,000 | ||||
Stock repurchase program, period in force | 24 months | ||||
Stock repurchase program, maximum authorized purchase price per share | $ 1.30 | ||||
Stock repurchase program, stock repurchased during period, shares | 235,906 | ||||
Stock repurchase program, stock repurchased during period, average price per share | $ 0.55 | ||||
Gain (Loss) on Disposition of Assets | $ 157,870 | $ 0 | |||
American DG New York, LLC | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage by noncontrolling interests | 49.00% | 49.00% | |||
Payments to Acquire Projects | $ 100,000 | ||||
Stock Issued During Period, Shares, Purchase of Assets | 100,000 | ||||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% | |||
Equity Method Investment, Ownership Percentage, Legal Interest | 51.00% | 51.00% | |||
Equity Exchange Agreement | IN Holdings, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Treasury stock acquired and subsequently retired | 1,320,000 | ||||
Stock transferred in disposal of partial ownership in consolidated subsidiary | 1,320,000 |
Related parties (Details)
Related parties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 07, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Payment on related party note | $ 1,000,000 | $ (3,000,000) | |||
Note payable related party | 0 | $ 3,000,000 | |||
Affiliated Entity | Tecogen | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 986,072 | ||||
Due from related parties | 43,946 | ||||
Affiliated Entity | EuroSite Power Inc. | |||||
Related Party Transaction [Line Items] | |||||
Payment on related party note | $ 1,000,000 | ||||
Board of Directors Chairman | |||||
Related Party Transaction [Line Items] | |||||
Note payable related party | $ 3,000,000 | ||||
Board of Directors Chairman | EuroSite Power Inc. | Line of Credit | Revolving Credit Facility | |||||
Related Party Transaction [Line Items] | |||||
Revolving line of credit maximum borrowing capacity | $ 1,000,000 | ||||
Annual interest percentage | 6.00% | ||||
Line of credit outstanding | $ 0 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - Variable Interest Entity, Primary Beneficiary - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, assets | $ 1,661,379 | $ 4,784,215 |
Noncurrent Assets | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, assets | 7,641,417 | 6,365,669 |
Current Liabilities | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, liabilities | 2,759,373 | 401,116 |
Noncurrent Liabilities | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, liabilities | $ 2,560,494 | $ 5,632,710 |