DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 21, 2017 | Jun. 30, 2016 | |
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-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 6.4 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 338,627 | $ 4,999,709 |
Accounts receivable, net | 815,748 | 633,924 |
Unbilled revenue | 18,797 | 12,468 |
Due from related party | 87,845 | 99,548 |
Inventory | 128,680 | 975,760 |
Current assets of discontinued operations | 0 | 1,450,034 |
Assets held for sale | 946,883 | 0 |
Prepaid and other current assets | 299,667 | 331,057 |
Total current assets | 2,636,247 | 8,502,500 |
Property and equipment, net | 15,831,160 | 17,950,787 |
Long-term assets of discontinued operations | 0 | 7,527,266 |
Investment securities | 637,651 | 0 |
Other assets, long-term | 0 | 41,825 |
TOTAL ASSETS | 19,105,058 | 34,022,378 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 270,078 | 162,976 |
Accrued expenses and other current liabilities | 522,525 | 257,810 |
Due to related party | 127,904 | 1,171,863 |
Current liabilities of discontinued operations | 0 | 699,086 |
Total current liabilities | 920,507 | 2,291,735 |
Long-term liabilities: | ||
Loan due to related party | 850,000 | 0 |
Convertible debentures due related parties | 0 | 16,078,912 |
Long-term liabilities of discontinued operations | 0 | 4,536,422 |
Total liabilities | 1,770,507 | 22,907,069 |
Stockholders’ equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 50,684,095 issued and outstanding at December 31, 2016 and 2015 | 50,684 | 50,684 |
Additional paid-in capital | 58,823,704 | 49,641,620 |
Accumulated other comprehensive loss-investment securities | (136,848) | 0 |
Accumulated deficit | (41,381,221) | (40,622,774) |
Total American DG Energy Inc. stockholders’ equity | 17,356,319 | 9,069,530 |
Noncontrolling interest in discontinued operations | 0 | 1,944,236 |
Noncontrolling interest | (21,768) | 101,543 |
Total stockholders’ equity | 17,334,551 | 11,115,309 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 19,105,058 | $ 34,022,378 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 50,684,095 | 50,684,095 |
Common stock, shares outstanding | 50,684,095 | 50,684,095 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | ||
Energy revenues | $ 5,565,909 | $ 5,684,774 |
Turnkey & other revenues | 575,840 | 673,422 |
Sales Revenue, Net, Total | 6,141,749 | 6,358,196 |
Cost of sales | ||
Fuel, maintenance and installation | 3,689,294 | 4,064,145 |
Site impairments | 503,072 | 618,661 |
Depreciation expense | 1,820,391 | 1,728,762 |
Cost of Goods and Services Sold, Total | 6,012,757 | 6,411,568 |
Gross profit (loss) | 128,992 | (53,372) |
Operating expenses | ||
General and administrative | 1,878,008 | 1,937,299 |
Selling | 41,504 | 694,101 |
Engineering | 649,181 | 754,962 |
Operating Expenses, Total | 2,568,693 | 3,386,362 |
Loss from operations | (2,439,701) | (3,439,734) |
Other income (expense) | ||
Interest and other income | 21,837 | 193,691 |
Interest and other expense | (1,062,582) | (1,234,725) |
Gain on extinguishment of debt | 182,887 | 0 |
Gain on deconsolidation | 3,887,098 | 0 |
Held for sale fair value adjustment | (743,770) | 0 |
Change in fair value of warrant liability | 0 | 6,780 |
Nonoperating Income (Expense), Total | 2,285,470 | (1,034,254) |
Loss from continuing operations before provision for state income taxes | (154,231) | (4,473,988) |
Provision for state income taxes | (60,572) | (27,605) |
Loss from continuing operations | (214,803) | (4,501,593) |
Loss from discontinued operations | (1,219,256) | (1,384,122) |
Loss from continuing operations | (1,434,059) | (5,885,715) |
(Income) loss attributable to noncontrolling interest | 675,612 | 455,312 |
Loss attributable to American DG Energy Inc | (758,447) | (5,430,403) |
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | (136,848) | 0 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ (895,295) | $ (5,430,403) |
Income (loss) per share from continuing operations attributable to American DG Energy Inc. - basic and diluted (USD per share) | $ 0.01 | $ (0.09) |
Loss per share from discontinued operations attributable to American DG Energy Inc. - basic and diluted (USD per share) | (0.02) | (0.02) |
Net loss per share - basic and diluted (usd per share) | $ (0.01) | $ (0.11) |
Weighted average shares outstanding - basic and diluted (in shares) | 50,684,095 | 50,689,633 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock $0.001 Par Value | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Noncontrolling Interest of Discontinued Operations | Noncontrolling Interest |
Balance, Beginning (shares) at Dec. 31, 2014 | 52,140,001 | ||||||
Balance, Beginning Balance at Dec. 31, 2014 | $ 17,765,269 | $ 52,140 | $ 49,854,998 | $ (35,232,411) | $ 2,606,815 | $ 483,727 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Distributions to noncontrolling interest | (229,098) | (229,098) | |||||
Noncontrolling interest share of transactions affecting subsidiary ownership | 50,057 | 426,980 | (376,923) | ||||
Impact of exchange resulting from ADGNY reorganization (shares) | 100,000 | ||||||
Deconsolidation of subsidiary | $ 100 | (732,116) | |||||
Fair value of common stock issued in conjunction with exchange of EuroSite common stock | $ (1,320) | 15,250 | |||||
Deconsolidation of subsidiary | (732,016) | (732,116) | 0 | ||||
Fair value of common stock issued in conjunction with exchange of EuroSite common stock (shares) | (1,320,000) | ||||||
Fair value of common stock issued in conjunction with exchange of EuroSite common stock | $ 0 | (15,250) | 16,570 | ||||
Share repurchase program (shares) | (588,073) | (235,906) | |||||
Share repurchase program | $ (152,377) | $ (236) | (152,141) | ||||
Conversion of subsidiary convertible debentures into subsidiary common stock | 0 | ||||||
Stock-based compensation expense | 299,189 | 259,149 | 40,040 | 0 | |||
Net loss | $ (5,885,715) | (5,430,403) | (679,149) | 223,837 | |||
Balance, Ending (shares) at Dec. 31, 2015 | 50,684,095 | 50,684,095 | |||||
Balance, Ending Balance at Dec. 31, 2015 | $ 11,115,309 | $ 50,684 | 49,641,620 | (40,622,774) | 1,944,236 | 101,543 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Distributions to noncontrolling interest | (181,547) | (181,547) | |||||
Noncontrolling interest share of transactions affecting subsidiary ownership | 724 | (8,580,847) | 8,581,571 | 0 | |||
Impact of exchange resulting from ADGNY reorganization (shares) | 0 | ||||||
Deconsolidation of subsidiary | $ (9,876,210) | $ 0 | 0 | (9,876,210) | |||
Fair value of common stock issued in conjunction with exchange of EuroSite common stock | (16,570) | ||||||
Fair value of common stock issued in conjunction with exchange of EuroSite common stock (shares) | (3,909,260) | ||||||
Sale of subsidiary common stock, net of costs | $ 7,246,091 | 7,246,091 | |||||
Sale of common stock, net of costs | $ 7,903,292 | $ 0 | 7,903,292 | ||||
Sale of common stock, net of costs | 7,246,091 | ||||||
Share repurchase program (shares) | (235,906) | ||||||
Conversion of subsidiary convertible debentures into subsidiary common stock | $ 2,420,046 | 2,420,046 | |||||
Stock-based compensation expense | 277,753 | 193,502 | 84,251 | 0 | |||
Net loss | (1,434,059) | ||||||
Net loss, including comprehensive loss | $ (1,570,907) | $ (136,848) | (758,447) | (733,848) | 58,236 | ||
Balance, Ending (shares) at Dec. 31, 2016 | 50,684,095 | 50,684,095 | |||||
Balance, Ending Balance at Dec. 31, 2016 | $ 17,334,551 | $ 50,684 | $ 58,823,704 | $ (136,848) | $ (41,381,221) | $ 0 | $ (21,768) |
CONSOLIDATED STATEMENTS OF STO6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Parenthetical - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 | May 25, 2014 |
Statement of Stockholders' Equity [Abstract] | |||
Common Stock, $0.001 Par Value | $ 0.001 | $ 0.001 | $ 2.24 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (758,447) | $ (5,430,403) |
Income attributable to noncontrolling interest | 58,236 | 223,837 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,861,232 | 1,776,048 |
Gain attributable to distribution of nonmonetary assets to noncontrolling interest | 0 | (157,870) |
Loss from discontinued operations | 485,408 | 704,973 |
Non-cash site impairments | 503,072 | 618,661 |
Provision (recovery) for losses on accounts receivable | (120,000) | 84,274 |
Amortization of deferred financing costs | 41,825 | 60,807 |
Gain on extinguishment of debt | (182,887) | 0 |
Decrease in fair value of warrant liability | 0 | (6,780) |
Non-cash interest expense | 726,247 | 1,191,333 |
Stock-based compensation | 193,502 | 222,130 |
Gain on deconsolidation of subsidiary | (3,887,098) | 0 |
Fair value adjustment on assets held for sale | 743,770 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable and unbilled revenue | (68,153) | 273,614 |
Due from related party | 11,703 | (59,767) |
Inventory | (843,573) | 78,242 |
Prepaid and other current assets | 31,390 | (261,010) |
Increase (decrease) in: | ||
Accounts payable | 107,102 | (104,487) |
Accrued expenses and other current liabilities | 264,715 | (86,878) |
Due to related party | (1,043,959) | 541,058 |
Other long-term liabilities | 0 | (2,227) |
Net cash used in operating activities | (1,875,915) | (334,445) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (254,927) | (2,238,084) |
Proceeds on sale of property and equipment | 10,250 | 4,650 |
Cash paid in connection with ADGNY reorganization | 0 | (100,000) |
Purchase of investment securities from related party | (150,000) | 0 |
Net cash used in investing activities | (394,677) | (2,333,434) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on convertible debentures due related party | (3,058,943) | 0 |
Proceeds from note payable-related party | 850,000 | 0 |
Purchases of common stock, net of costs | 0 | (152,377) |
Distributions to noncontrolling interest | (181,547) | (229,098) |
Net cash used in financing activities | (2,390,490) | (381,475) |
Net decrease in cash and cash equivalents | (4,661,082) | (3,049,354) |
Cash and cash equivalents, beginning of the period | 4,999,709 | 8,049,063 |
Cash and cash equivalents, end of the period | 338,627 | 4,999,709 |
Supplemental disclosures of cash flows information: | ||
Income taxes | 83,044 | 48,824 |
Non-cash investing and financing activities: | ||
Distribution of nonmonetary assets | 0 | 340,069 |
Conversion of subsidiary convertible debentures into subsidiary common stock | 2,420,046 | 0 |
Settlement of convertible debentures with common stock of subsidiary | $ 13,783,721 | $ 0 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company: 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 was incorporated as a Delaware corporation on July 24, 2001 to install, own, operate and maintain complete DG systems, or energy systems, and other complementary systems at customer sites and sell electricity, hot water, heat and cooling energy under long-term contracts at prices guaranteed to the customer to be below conventional utility rates. The Company derives revenues from selling energy in the form of electricity, heat, hot water and cooling to its customers under long-term energy sales agreements (with a typical term of 10 to 15 years). The energy systems are generally owned by the Company and are installed in its customers’ buildings. Each month the Company obtains readings from energy meters to determine the amount of energy produced for each customer. The Company multiplies these readings by the appropriate published price of energy (electricity, natural gas or oil) from its customers’ local energy utility, to derive the value of its monthly energy sale, less the applicable negotiated discount. The Company’s revenues per customer on a monthly basis vary based on the amount of energy produced by its energy systems and the published price of energy (electricity, natural gas or oil) from its customers’ local energy utility that month. The Company’s revenues commence as new energy systems become operational. As of December 31, 2016 , the Company had 92 energy systems operational. In some cases the customer may choose to own the system rather than have it owned by American DG Energy. The Company has experienced total net losses since inception of approximately $41.4 million . For the next twelve months, the Company expects to experience continuing operating losses 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, plus cash provided by the sale of certain inventory and assets held for sale in January of 2017 are sufficient to meet the working capital requirements of its existing business for the next twelve months; however, as the Company continues to grow its business by adding more energy systems, the cash requirements will increase. Beyond March 21, 2018 , 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. If the Company is unable to raise additional capital in 2018 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 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. Stock-for-Stock Merger On November 1, 2016, the Company entered into a definitive agreement whereby Tecogen Inc would acquire all of the outstanding shares of American DG in a stock-for-stock merger. Under the agreement, each share of American DG common stock will be exchanged for 0.092 shares of Tecogen common stock, valuing American DG at an approximately 27% premium to the Company's closing share price on that day. This agreement is subject to a vote of security holders of both companies. The transaction is also subject to other customary closing conditions and is expected to close in the first half of 2017. Exchange of Shares of Subsidiary in Satisfaction of Indebtedness During the second and third quarters of 2016, the Company settled approximately $16 million of its $19.4 million 6% convertible debentures due May 2018, reducing future debt service requirements of the Company (see Note 7 "Convertible Debentures and Other Debt") by transferring ownership to the holders of the debt, shares of EuroSite Power, reducing the Company's ownership in EuroSite from 48% to just over 2% (see Note 4 "Investment in EuroSite Power and Discontinued Operations"). |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of significant accounting polcies | Summary of Significant Accounting Policies: Principles of Consolidation and Basis of Presentation: The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and entities in which it has a controlling financial interest. Those entities include American DG New York, LLC, or ADGNY in which the Company holds a 51.0% joint venture interest, and its formerly 48% owned subsidiary EuroSite Power Inc., or EuroSite Power. As the controlling partner, all major decisions in respect of ADGNY are made by the Company in accordance with the joint venture agreement. The interests in the individual underlying energy system projects in ADGNY vary between the Company and its joint venture partner. The noncontrolling interest and distributions are determined based on economic ownership. The economic ownership 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 economic ownership in each site is applied to determine the noncontrolling interest share in the profit/loss. The same methodology is used to in respect of determining a quarterly distribution of available cash to the noncontrolling interest partner. On the Company’s balance sheet, noncontrolling interest represents the joint venture partner’s investment in ADGNY, plus its share of after tax profits less any cash distributions. The Company owned a controlling 51.0% legal interest and had a 51.0% economic interest in ADGNY as of December 31, 2016 . As of December 31, 2016 and 2015 , the Company owned a 2.4% and a 48.0% interest in EuroSite Power, respectively, and consolidated EuroSite Power into its financial statements through June 30, 2016 and for the year ended December 31, 2015 in accordance with GAAP, as discussed below. Through June 30, 2016, the Company consolidated the operating results and financial position of EuroSite Power as it had determined it had a controlling financial interest in EuroSite Power. This determination was based on application of the variable interest entity (VIE) model which determined whether a controlling financial interest exists by other than majority voting ownership. In applying the VIE model, the Company considered the explicit and implicit variable interests which exist in EuroSite Power including its own and its ability to direct the activities of EuroSite Power which most significantly effect it’s economic performance and the Company’s obligation to absorb the expected losses of EuroSite Power. In addition to its equity ownership in EuroSite Power, the Company has an implicit variable interest in EuroSite Power through its guarantee of the long-term convertible indebtedness of EuroSite Power. This results in the Company’s voting ownership being disproportional to its obligation to absorb the expected losses of EuroSite Power. This combined with the fact that substantially all of EuroSite Power’s activities either involved or were conducted on behalf of the Company which resulted in EuroSite Power being considered a VIE during that period. Prior to July 1, 2016, the Company’s level of ownership resulted in the Company’s ability to control the activities which most significantly effect the economic performance of EuroSite Power. This combined with the Company’s obligation to absorb losses which could be significant to EuroSite Power qualified the Company as the primary beneficiary of EuroSite Power. As the primary beneficiary of a VIE, the Company was required to consolidate the operating results and financial position of the VIE. On June 28, 2016, substantially all of the convertible indebtedness of EuroSite Power guaranteed by the Company was converted by the holders of that debt into shares of EuroSite Power, which diluted the Company's ownership interest in EuroSite Power and which substantially eliminated the Company’s implicit variable interest in EuroSite Power. As a result, the Company concluded it no longer held a controlling financial interest in EuroSite Power and for the period July 1, 2016 through September 30, 2016 accounted for its remaining 20.5% ownership in EuroSite Power using the equity method. Subsequent to September 30, 2016, following a further reduction in its level of ownership in EuroSite Power, the Company accounts for its remaining investment in EuroSite Power as an available-for-sale security (see Note 4 "Investment in EuroSite Power and Discontinued Operations"). 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’s continuing revenue is generated in and the Company's long-lived assets are located in the United States of America. Amounts reflected in these consolidated financial statements as relating to discontinued operations were generated in or are primarily located in the United Kingdom. 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 cost of sale. Revenues from operations, 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 byproduct of the energy business, in some cases, the customer may choose to own the energy system 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 records 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. 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 is able to participate in certain energy related programs and receive payments due to the availability of its energy systems. These programs provide incentive payments for either the reduction of electricity usage or the increase in electricity production during periods of peak usage throughout a utility territory. For the years ended December 31, 2016 and 2015 , the revenue recognized from these programs was $204,516 and $137,896 , respectively. 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 financial stability of these institutions is continually reviewed by senior management. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. Concentration and 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 December 31, 2016 , the Company had a balance of $103,750 in cash and cash equivalents that exceeded the Federal Deposit Insurance Corporation limit. During the years ended December 31, 2016 and 2015 , one customer accounted for 18.3% and 18.0% of revenue, respectively. Accounts Receivable The Company maintains receivable balances primarily with customers located throughout New York and New Jersey. 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 against the allowance for doubtful accounts when identified. At December 31, 2016 and 2015 , the allowance for doubtful accounts was $35,000 and $155,000 , respectively. Included in accounts receivable are amounts from two major customers accounting for approximately 20.6% and 27.0% of total accounts receivable as of December 31, 2016 and 2015 , respectively. Inventory Inventories consist of spare replacement parts and parts used in the assembly of new energy systems, which are not held for resale, and are stated at cost, valued on a first-in, first-out basis. Inventory items are reviewed periodically for obsolescence and are written down to net realizable value when conditions warrant. See "Assets Held for Sale" below. Assets Held for Sale At December 31, 2016, certain items of equipment and parts which were sold to a related party subsequent to December 31, 2016 and which were previously classified within property and equipment and inventory are classified as assets held for sale at fair value (see Note 10 "Related Parties" and Note 11 "Fair Value Measurements"). Supply Concentrations Most of the Company’s cogeneration unit purchases for the years ended December 31, 2016 and 2015 were from one vendor (see Note 10 "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 (see Note 10 "Related Parties”). 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 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 reviews its energy systems for potential 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. The Company evaluates the recoverability of its long-lived assets when potential impairment is indicated by comparing the remaining 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 the lesser of the economic life of the asset or the term of the underlying contract with the customer, typically 12 to 15 years. If impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis. During the years ended December 31, 2016 and 2015 , the Company recorded asset impairment losses totaling $503,072 and $618,661 , respectively, relating to certain of its energy systems as a result of changing or unexpected conditions with respect to the energy systems which impact the estimated future cash flows. The conditional changes impacting the estimated future cash flows related to these assets resulted from changes in the level of demand for electricity and/or hot water at particular installations, finalization of start-up period customization at particular installations and/or price changes in electrical and natural gas rates, all of which impacted estimated future cash flows. The Company receives rebates and incentives from various utility companies and governmental agencies 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 the 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 2016 and 2015 , the amount of rebates applied to the cost of construction was $143,592 and $32,198 , 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 over the expected life 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 8 "Stockholders’ Equity” for a summary of the restricted stock and stock option activity under the Company’s stock-based employee compensation plan for the years ended December 31, 2016 and 2015 , respectively. Income (Loss) per Common Share The Company computes basic income (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 and the if-converted method for convertible debt. For purposes of calculating diluted earnings per share, the Company considers its shares issuable in connection with 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 and considers its shares issuable in connection with convertible debentures to be dilutive common stock equivalents when the interest expense per share on any converted shares is less than the basic earnings per share. For the year ended December 31, 2016 , the Company excluded 5,559,270 anti-dilutive shares related to stock options and warrants, and for the year ended December 31, 2015 , the Company excluded 14,336,083 anti-dilutive shares resulting from exercise of stock options, warrants, unvested restricted stock and shares issuable in connection with convertible debentures. All shares issuable for all periods presented were anti-dilutive because of either the reported net loss or because the weighted average exercise price exceeded the market price of the Company's stock or the interest expense per share was greater than the basic earnings per share. For the year ended December 31, 2016, the basis for computing income from continuing operations per share considers the reported loss from continuing operations of $ (214,803) after attributing $675,612 to the noncontrolling interest, or $460,809 which represents the income from continuing operations attributable to American DG Energy. 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 50.0% 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. The tax years 2013 through 2015 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 twelve months of the reporting date. Fair Value of Financial Instruments The Company’s financial instruments are cash and cash equivalents, short-term investments, accounts receivable, accounts payable, line of credit due to related party and amounts due to related parties. The recorded values of cash and cash equivalents, accounts receivable, accounts payable and amounts due to related parties approximate their fair values based on their short-term nature. The carrying value of the loan due to related party on the balance sheet at December 31, 2016 approximates fair value as the terms approximate those currently available for similar instruments (see Note 11 "Fair Value Measurements”). New Accounting Pronouncements 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 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. In August 2014, the FASB issued ASU 2014-15 "Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern". The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, ended after December 15, 2016. The Company has adopted this ASU for the year ended December 31, 2016. In November 2015, the FASB issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes" to simplify the presentation of deferred income taxes. Under current GAAP, an entity is required to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. The new standard requires deferred tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments. The new standard will align the presentation of deferred income tax and liabilities with the International Financial Reporting Standards (IFRS), which requires deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. The amendments take effect for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. In February 2016, the FASB released ASU 2016-02, "Leases," completing its project to overhaul lease accounting. The ASU codifies ASC 842, Leases, which will replace the guidance in ASC 840. Entities should be aware of the following key points about the new FASB standard: Lessees will be required to recognize most leases “on balance sheet.” The new guidance retains a dual lease accounting model for purposes of income statement recognition, continuing the distinction between what are currently known as “capital” and “operating” leases for lessees. Lessors will focus on whether control of the underlying asset has transferred to the lessee to assess lease classification. A new definition of a “lease” could cause some contracts formerly accounted for under ASC 840 to fall outside the scope of ASC 842, and vice versa. A modified retrospective transition will be required, although there are significant elective transition reliefs available for both lessors and lessees. The new guidance is effective for public business entities in fiscal years beginning after December 15, 2018. The effective date for most other entities is deferred for one year, meaning that most calendar-year private companies will be required to adopt the new standard in 2020. Early adoption is permitted for all entities. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment: Property and equipment consisted of the following at December 31, 2016 and 2015 : 2016 2015 Energy systems $ 23,739,407 $ 23,348,928 Computer equipment and software 146,283 143,204 Furniture and fixtures 85,463 85,463 Vehicles 176,764 194,192 24,147,917 23,771,787 Less — accumulated depreciation (10,671,333 ) (8,822,809 ) 13,476,584 14,948,978 Construction in progress 2,354,576 3,001,809 $ 15,831,160 $ 17,950,787 Depreciation expense of property and equipment totaled $1,861,232 and $1,776,048 for the years ended December 31, 2016 and 2015 , respectively. |
Investment in EuroSite Power an
Investment in EuroSite Power and Discontinued Operations (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Investment in EuroSite Power and Discontinued Operations | Investment in EuroSite Power and Discontinued Operations During the second and third quarters of 2016, the Company settled approximately $16 million of the $19.4 million of its 6% convertible debentures due May 2018 (see Note 5 Convertible Debentures) by transferring ownership of shares it owned of EuroSite Power Inc., or EuroSite Power to the holders of the debt. As a result, the Company's ownership in EuroSite Power decreased from 48.04% to 2.03% . Prior to the foregoing exchanges, the Company consolidated the results of EuroSite Power under the variable interest model as it was determined to be the primary beneficiary of EuroSite Power. The exchanges were undertaken primarily as a plan to reduce future debt service requirements of the Company, however they also resulted in a disposition of all foreign operations of the Company, representing a strategic shift that will have a major effect on the Company's operations and financial results. Accordingly, amounts related to this component have been reported in discontinued operations in the accompanying consolidated financial statements. Prior to June 28, 2016, the Company accounted for its investment in EuroSite Power as a consolidated subsidiary as it determined it was the primary beneficiary of EuroSite Power under the variable interest model. That determination included consideration of an implicit variable interest held by the Company in the form of a guarantee of the long-term convertible indebtedness of EuroSite Power. On June 28, 2016, substantially all of that convertible indebtedness was converted by the holders into shares of EuroSite Power, which diluted the Company's ownership in EuroSite Power and which substantially eliminated the Company's implicit interest in EuroSite Power. As a result, the Company concluded it no longer held a controlling financial interest in EuroSite Power and deconsolidated EuroSite Power in its consolidated financial statements. This required recording the remaining shares held, representing a 20.5% ownership interest, at fair value as an equity method investment, which resulted in a gain of approximately $3.9 million . The Company utilized a market approach in determining the fair value of the shares retained which incorporated the quoted market price of the shares at the date of deconsolidation adjusted for volatility (see Note 11 "Fair Value Measurements"). As of September 30, 2016, following the second exchange, the Company held a 2.03% interest in the common stock of EuroSite Power. As such, the equity method of accounting was no longer appropriate in that the ability to exercise significant influence over EuroSite Power no longer existed at this level of ownership, and accordingly, since September 30, 2016 the investment has been accounted for as an available-for-sale security. On December 15, 2016, the Company agreed to purchase 300,000 common shares of EuroSite Power at $0.50 per share from a director of the Company. Subsequent to this purchase and as of December 31, 2016, the Company holds a 2.39% interest in the common stock of EuroSite Power (see Note 11 "Fair Value Measurements"). The following is a reconciliation of the major line items comprising loss from discontinued operations for the years ended December 31, 2016 and 2015 : 2016 2015 Revenue $ 1,327,469 $ 2,198,721 Cost of sales $ 1,081,484 $ 2,314,525 Operating expenses $ 1,104,090 $ 1,611,786 Other expenses, net $ 361,151 $ 36,708 Pretax loss from discontinued operations $ 1,219,256 $ 1,764,298 Income tax benefit $ — $ 380,176 Loss from discontinued operations $ 1,219,256 $ 1,384,122 Loss from discontinued operations attributable to noncontrolling interest $ 733,848 $ 679,149 Loss from discontinued operations attributable to American DG Energy Inc. $ 485,408 $ 704,973 The total operating and investing cash flows of the discontinued operations for the years ended December 31, 2016 and 2015 is as follows: 2016 2015 Net cash used in operating activities $ (371,539 ) $ (365,186 ) Net cash used in investing activities $ (334,946 ) $ (1,823,847 ) Net cash provided by (used in) financing activities 5,246,090 (1,000,000 ) |
ADGNY Reorganization (Notes)
ADGNY Reorganization (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
ADGNY Reorganization | ADGNY Reorganization: During the second quarter of 2015, the Company entered into an agreement with the noncontrolling interest joint venture partner in ADGNY (the "ADGNY reorganization"), 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; 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 ADGNY following the transfers of ownership of those energy system projects in the preceding sentence, were adjusted to 51% and 49% for the Company and the noncontrolling interest joint venture partner, 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 ADGNY Reorganization resulted in a reduction in additional paid-in capital of $732,116 representing primarily the fair value of the energy system projects, cash and Company common stock transferred to the ADGNY joint venture partner. 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 recognized of $157,870 , which is attributed entirely to the noncontrolling interest in the accompanying statements of operations. |
Accrued expenses and other curr
Accrued expenses and other current liabilities (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other liabilities | Accrued Expenses and Other Current Liabilities: Accrued expenses and other current liabilities consisted of the following at December 31, 2016 and 2015 : 2016 2015 Professional fees accrual $ 131,500 $ 147,321 Payroll accrual 63,054 65,101 Customer deposits 98,258 36,525 Accrued interest 1,257 — Accrued taxes 228,456 6,635 Deferred revenue — 2,228 $ 522,525 $ 257,810 |
Convertible Debentures and Othe
Convertible Debentures and Other Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible debentures | Convertible Debentures and Other Debt: American DG Energy Convertible Debentures As of December 31, 2015, the Company had issued and outstanding $19,400,000 principal amount of debentures to John N. Hatsopoulos, the Company's Co-Chief Executive Officer, and to a principal owner of the Company (the "Senior Unsecured Convertible Debentures" or "debentures"). The debentures, as amended, mature on May 25, 2018 and accrue interest at 6.0% 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 $2.11 per share, subject to adjustment in certain circumstances. The Company has the option to redeem the debentures at 115% of the Par Value after May 25, 2016. On May 25, 2014, the total interest due to the debenture holders was $582,000 , and the Company satisfied the interest obligation by issuing 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 2014. 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. On October 3, 2014, the Company consummated a series of transactions whereby, under an agreement with John N. Hatsopoulos and a principal owner of the Company, the holders of the Company’s Senior Unsecured Convertible Debentures were paid the interest due under the convertible debentures through the next semiannual payment date of November 25, 2014 by delivering 1,164,000 shares of common stock of the Company's subsidiary, EuroSite Power, which were owned by the Company and which had a market value of $582,000 . The Company also delivered 8,245,000 additional shares of EuroSite Power it owned with an aggregate market value of $4,122,500 to the holders of the Senior Unsecured Convertible Debentures for prepayment of all interest which would become due under the Senior Unsecured Convertible Debentures through the maturity date of May 25, 2018. In connection with these transactions, the Company also delivered to the holders of the Senior Unsecured Convertible Debentures three -year warrants with an exercise price per share of $0.60 to purchase an additional 1,164,000 shares of EuroSite Power from the Company with an aggregate market value of $84,911 . These transactions are reciprocal transfers and thus exchanges of non-monetary assets which are accounted for at fair value. The fair value recognized in recording the exchanges equaled the fair market value of the EuroSite Power shares relinquished and the amount of cash the counterparties to the exchange could have received in cash in lieu of accepting the shares, which amounts were identical with the exception of the additional value ascribed to the warrants of $84,911 . No gain or loss was recognized relative to these transactions under ASC 810-10-45-23 since the Company retained a controlling financial interest in EuroSite Power following these transactions. Accordingly, these transactions were accounted for as equity transactions with any difference between the fair value assigned and the necessary adjustment to noncontrolling interest being assigned to the additional paid-in capital of the Company. Following the payment of all current and future interest under the convertible debentures, the Company exchanged the Senior Unsecured Convertible Debentures which bore interest at an annual rate of 6% for non-interest bearing convertible debentures ("2014 Senior Unsecured Convertible Debentures"), the 2014 Convertible Debentures, with all other terms including the principal amount, maturity date, and conversion terms and privileges remaining unchanged. The exchange of debentures was not considered to be an extinguishment under ASC 470-50 as the debt instruments exchanged were not considered to have substantially different terms and, accordingly, no gain or loss was recognized. The existing basis in the convertible debentures prior to the exchange was carried over and an additional discount equal to the fair value of the EuroSite Power shares exchanged for future interest and the fair value of the warrants was recorded. The total discount, including the fair value of the warrant of $84,911 , was $4,207,411 . The revised discount is amortized to interest expense on the interest method. The effective interest rate to fully accrete the 2014 Convertible Debentures to their face value at maturity is 7.8% . On May 4, 2016, the Company settled $9.3 million of its $19.4 million outstanding 2014 Convertible Debentures by transferring ownership of approximately 14.72 million shares it owned of EuroSite Power to the holders of the debt. As the shares used to extinguish the debt are considered nonmonetary assets, the overall gain realized of approximately $7.2 million is composed of two elements: (1) the gain resulting from the difference between the carrying value and the fair value of the shares transferred, of approximately $7.7 million and (2) the loss from the debt extinguishment of approximately $500,000 . As the Company retained its controlling financial interest, through June 28, 2016, in EuroSite Power following the transaction, no gain was recognized on the transaction, rather the gain was credited to additional paid-in capital in accordance with ASC 810-10-45-23. On September 30, 2016, the Company settled $6.7 million of its $10.1 million outstanding 2014 Convertible Debentures by transferring ownership of 15.2 million shares it owned of EuroSite Power in exchange for the debt. A new note evidencing the remaining balance of the debt outstanding of $3,418,681 was issued, replacing the previous note. Interest on the debt was previously prepaid through maturity and the prepayment is reflected as a discount against the debt which is amortized to interest expense over the life of the debt. As the shares used to extinguish the debt are considered nonmonetary assets, the overall gain realized of $182,887 is composed of two elements: (1) the gain resulting from the difference between the carrying value and the fair value of the shares transferred, of $107,688 and, (2) the gain from the debt extinguishment of $75,199 . The total gain is recorded as a gain on extinguishment of debt in the consolidated statement of operations as the Company no longer retained its controlling financial interest following the transaction. On December 23, 2016, the Company repaid the remaining outstanding balance of its 2014 Convertible Debentures for $ 3,058,943 representing payment in full of the remaining $3,418,681 net of remaining interest through maturity which had been previously prepaid. The unamortized discount at December 31, 2015 was $3,321,088 . The non-cash interest expense related to amortization of the discount for the years ended December 31, 2016 and 2015 was $705,247 and $1,191,333 , respectively. Loan due to related party On December 22, 2016, the Company entered into a loan agreement ("Agreement") with John Hatsopoulos, the Company's co-Chief Executive Officer and member of the Company's board of directors. Under the terms of the Agreement, the Company borrowed $850,000 from Mr. Hatsopoulos. The borrowing bears interest at 6% , payable quarterly and is due in full on May 25, 2018. The Company may prepay any amount of the borrowing at any time without penalty. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders’ Equity: Common Stock On August 6, 2014, the Company entered into an underwritten offering with an underwriter whereby the Company issued: (i) 2,650,000 shares of its common stock, (ii) three -year warrants to purchase up to 2,829,732 shares of its common stock and (iii) five -year warrants to purchase an additional 112,538 to the underwriters with an exercise price of $1.89 per share and net proceeds of $3,269,275 . The Company continues to use the net proceeds of the offering for working capital purposes in connection with development and installation of current and new energy systems. 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 year ended December 31, 2016, the Company purchased no shares. During the year ended December 31, 2015, the Company repurchased 235,906 shares of common stock at an average price of $0.55 . During the year ended December 31, 2014, the Company repurchased 588,073 shares of common stock at an average price of $0.80 . On January 29, 2015, the Company entered into an exchange agreement, (or the "Exchange Agreement"), with IN Holdings Corp., (or "IN Holdings"), a holder of more than 5% percent of the Company’s common stock. 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 impact of the share exchange was a credit to the par value of the common stock of $1,320 and the net impact on non-controlling interest was $16,570 . In conjunction with the ADGNY Reorganization (see Note 5 "ADGNY Reorganization"), in the second quarter of 2015 the Company issued 100,000 shares with a fair value of $63,000 . The holders of common stock have the right to vote their interest on a per share basis. At December 31, 2016 , there were 50,684,095 shares of common stock outstanding. Warrants The three year warrants to purchase up to 2,829,732 shares of common stock issued in August 2014 are exercisable for an initial exercise price of $1.8875 per share (subject to adjustment in the event of a stock dividend or distribution, or a subdivision or combination of the Company’s common stock) or pursuant to cashless exercise in the event our common stock is no longer registered under the Exchange Act. If the Company declares or makes a dividend or distribution of its assets by way of return of capital or otherwise, a warrant holder will be entitled to participate in such distribution as if the holder held the number of shares of common stock acquirable upon exercise of the warrant. Also, in the event of certain transactions referred to in the warrant agreement as a Fundamental Transaction, the holder of the warrant will have the right to receive, upon exercise of the warrant, the same amount and kind of securities as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior thereto, the holder of the number of shares then issuable upon exercise in full of the warrant without regard to any limitations on exercise contained in the warrant. The Company is required to provide prior notice to holders of the warrants of any record date in connection with a Fundamental Transaction and any closing of a Fundamental Transaction. The Company shall not affect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or person shall assume the Warrant and the obligation to deliver to the registered holder may be entitled to receive, and the other obligations under the Warrant. A Fundamental Transaction includes; the merger or consolidation of the Company or any subsidiary (collectively, the “Company”) with another person; the sale, lease, license, assignment, transfer, conveyance or other disposition of substantially all of the Company’s assets; a purchase, tender or exchange offer accepted by 50% or more of the Company’s outstanding voting shares; the consummation of a stock or share purchase agreement or other combination with another person with regard to 50% of the Company’s voting shares; the reorganization, recapitalization or reclassification of the Company’s shares; a stock combination, reverse stock split or similar transaction involving the Company’s common stock or a public announcement with regard thereto; or any person becomes the beneficial owner of 50% of the voting power represented by outstanding voting shares. The Company’s five-year warrants to purchase an additional 112,538 shares (subject to adjustment) of common stock issued to the underwriters in connection with the August 2014 underwritten offering have an exercise price of $1.89 per share in cash or pursuant to cashless exercise provisions, are exercisable in whole or in part at any time until July 2019, and have demand and piggy-back registration rights. In addition, in the event of a reclassification, reorganization or other transfers, the holder shall have the right to receive, upon exercise, the kind and amount of shares receivable upon such reclassification, reorganization or other transfer and to receive a substitute warrant. In addition the holders are entitled to 15 days advance notice of any record date established in connection with an exchange of securities. Warrant activity for the years ended December 31, 2016 and 2015 was as follows: Number of Warrants Weighted Average Exercise Price Balance, December 31, 2014 3,449,770 $ 2.09 Granted — — Exercised — — Expired (500,000 ) 3.25 Balance, December 31, 2015 2,949,770 $ 1.89 Granted — — Exercised — — Expired (7,500 ) 2.69 Balance, December 31, 2016 2,942,270 $ 1.89 Stock Based Compensation American DG 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 American DG. The maximum number of shares of stock allowable for issuance under the Amended Plan is 8,000,000 shares of common stock. Stock options vest based upon the terms within the individual option grants, usually over a four - or ten -year period with an acceleration of the unvested portion of such options upon a liquidity event, as defined in American DG’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 2015 , American DG granted 200,000 nonqualified options to purchase shares of its common stock to two officers of the Company at prices ranging between $0.29 and $0.52 per share. Those options have a vesting schedule of 4 years and expire in 10 years . The fair value of all options issued in 2015 was $53,195 , with a weighted average grant date fair value of $0.27 per option. In 2016 , American DG granted 300,000 nonqualified options to purchase shares of its common stock to three directors and 105,000 to two employees at prices ranging between $0.32 and $0.38 per share. Those options have a vesting schedule of 4 years and expire in 10 years. The fair value of the options issued in 2016 was $98,764 , with a weighted average grant date fair value of $0.24 per option. The weighted average assumptions used in the Black-Scholes option pricing model are as follows: 2016 2015 Stock options and restricted stock awards Expected life 6.25 years 6.25 years Risk-free interest rate 1.82 % 2.09 % Expected volatility 85.00 % 72.90 % Stock option activity for the year ended December 31, 2016 was as follows: Common Stock Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Life Aggregate Intrinsic Value Outstanding, December 31, 2015 2,478,000 $ 1.06 4.93 years $ 4,000 Granted 405,000 $ 0.41 Exercised — — Canceled (216,000 ) $ 0.66 Expired (50,000 ) $ 1.12 Outstanding, December 31, 2016 2,617,000 $ 0.98 4.53 years $ — Exercisable, December 31, 2016 1,625,500 $ 1.23 $ — Vested and expected to vest, December 31, 2016 2,617,000 $ 0.98 $ — The aggregate intrinsic value of options outstanding as of December 31, 2016 is calculated as the difference between the exercise price of the underlying options and the price of American DG’s common stock for options that were in-the-money as of that date. Options that were not in-the-money as of that date, and therefore have a negative intrinsic value, have been excluded from this amount. During the years ended December 31, 2016 and 2015 , the consolidated Company recognized employee non-cash compensation expense of $193,502 and $222,130 , respectively, related to the issuance of stock options by the Company and EuroSite Power. At December 31, 2016 and 2015 , the total compensation cost related to unvested stock option awards, for American DG Energy, not yet recognized was $152,332 and $212,575 , respectively. Noncontrolling interests The following schedule discloses the effects of changes in the Company's ownership interest in its consolidated subsidiaries on the Company's equity for the years ended December 31, 2016 and 2015 . 2016 2015 Net loss attributable to American DG Energy Inc. $ (758,447 ) $ (5,430,403 ) Transfers (to) from noncontrolling interest: Decrease in additional paid-in capital for exchange of 1,320,000 EuroSite Power common shares for current and future interest related to the Company's convertible debentures (see "Note 7 - Convertible Debentures and Other Debt") (15,250 ) Reorganization of subsidiary ownership (732,116 ) Increase in American DG Energy Inc.'s additional-paid-in-capital for exchange of convertible debentures for common stock of subsidiary 7,903,292 Increase in American DG Energy Inc.'s additional paid-in-capital for sale by EuroSite Power of 12,608,696 common shares 7,246,091 Increase in American DG Energy Inc.'s additional paid-in-capital for conversion of EuroSite Power convertible debentures into 3,909,260 common shares of EuroSite Power 2,420,046 Noncontrolling interest share of transactions affecting subsidiary ownership (8,580,847 ) 426,980 Subtotal transfers (to) from noncontrolling interest 8,988,582 (320,386 ) Change from net loss attributable to American DG Energy Inc. and transfers (to) from noncontrolling interest $ 8,230,135 $ (5,750,789 ) |
Employee benefit plan
Employee benefit plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee benefit plan | Employee Benefit Plan: The Company has a defined contribution retirement plan, or the Retirement Plan, which qualifies under Section 401(k) of the Internal Revenue Code, or the IRC. Under the Retirement Plan, employees meeting certain requirements may elect to contribute a percentage of their salary up to the maximum allowed by the IRC. The Company matches a variable amount based on participant contributions up to a maximum of 4.50% of each participant’s salary. The Company contributed $42,057 and $52,469 to the Retirement Plan for the years ended December 31, 2016 and 2015 , respectively. |
Related parties
Related parties | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related parties | Related Parties: Eurosite Power, Tecogen, Ilios Inc., or Ilios are deemed to be related parties by virtue of common ownership and/or common management. The Company purchases the majority of its cogeneration units from Tecogen, a related party sharing similar management. 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. For years ending December 31, 2016 and 2015 , the Company bought equipment and maintenance services from Tecogen of $986,203 and $1,917,063 , respectively. 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. Under the current amendment to the Agreement, Tecogen provides the Company with office space and utilities at a monthly rate of $4,479 . On July 1, 2013 and November 12, 2013, the Company entered into Amendments with Tecogen. Each amendments renews the term of the Facilities, Support Services and Business Agreement between the Company and Tecogen. The Amendments further clarify 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. The Amendments state that in New England States the Company shall have the right to purchase Cogeneration products directly from Tecogen as described in the agreement as long as the Company intended use is 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, The Company will defer to the local representative for pricing and other specific details for working cooperatively. The Company has granted Tecogen sales representation rights on 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, then a subsidiary of Tecogen which subsequently merged with 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 as long as the Company's intended 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 “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 “On-Site Utility” energy projects) other than the Company. In cases where the Company has the opportunity to sell Ilios products 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. On December 22, 2016, the Company entered into a Revolving Line of Credit Agreement ("Agreement") with John Hatsopoulos, the Company's co-Chief Executive Officer and member of the Company's board of directors. Under the terms of the Agreement, Mr. Hatsopoulos had agreed to lend the Company up to an aggregate of $3,000,000 , upon written request. On January 13, 2017, the Company sold certain items of equipment and a substantial portion of its parts inventory to Tecogen, which is a major supplier to the Company, at Tecogen's cost, which is generally manufacturer or wholesale cost rather than a retail cost. The sale was prompted out of a need for funds to retire existing long-term indebtedness of the Company. As a result, the Company has classified these items as assets held for sale at December 31, 2016 at fair value (see Note 11 "Fair Value Measurements"). The Company's carrying value in respect of the items sold exceeded their fair value by approximately $744,000 , which has been recognized in the accompanying consolidated statement of operations for the year ended December 31, 2016. For further description of certain related party transactions see Note 4 "Investment in EuroSite Power and Discontinued Operations" and Note 7 "Convertible Debentures and Other Debt". |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2016 | |
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. Level 3 — Unobservable inputs reflecting management’s own assumptions about the input used in pricing the asset or liability. The following table presents the assets reported on the consolidated balance sheets measured at their fair value on both a recurring basis and a nonrecurring basis as of December 31, 2016 (none in 2015) by level within the fair value hierarchy. Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs December 31, 2016 Level 1 Level 2 Level 3 Total gains (losses) Description Recurring fair value measurements Available-for-sale equity securities EuroSite Power Inc. $ 637,651 $ — $ — $ 637,651 Total recurring fair value measurements $ 637,651 $ — $ — $ 637,651 Nonrecurring fair value measurements Long-lived assets held and used(a) $ 681,577 $ — $ — $ 681,577 $ (503,072 ) Assets held for sale(b) 946,883 — — 946,883 (743,770 ) Total nonrecurring fair value measurements $ 1,628,460 $ — $ — $ 1,628,460 $ (1,246,842 ) (a) Long-lived assets held and used with a carrying amount of $1,184,649 were written down to their fair value of $681,577 , resulting in an impairment charge of $503,072 , which was included in earnings for the period. (b) Assets held for sale with a carrying amount of $1,690,653 were written down to their fair value of $946,883 , resulting in a loss of $743,770 , which was included in earnings for the period. In connection with the Company’s asset impairment analysis (see “Note 2 - Summary of Significant Accounting Policies” - Property and Equipment), 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 certain energy systems. The discounted cash flow analyses were based on estimates of the future profitability of each energy system based on existing specifically identifiable contractual provisions related to each energy system and a discounted at a rate of 5.61% per annum. In connection with the ADGNY reorganization (see Note 5 "ADGNY Reorganization"), the Company utilized Level 3 category fair value measurements to account for the assets transferred to AES-NJ. Those measurements employed the use of discounted cash flow analysis to determine the fair value of certain energy systems. The discounted cash flow analyses were based on estimates of the future profitability of each energy system based on existing specifically identifiable contractual provisions related to each energy system and discounted at a rate of 15% per annum or $632,016 and a book value of $474,146 with a resultant gain of $ 157,870 . In connection with the sale of certain equipment and inventory to Tecogen (see Note 10 "Related Parties"), the Company utilized a Level 3 category fair value measurement to value the assets classified as held for sale at December 31, 2016. That measurement was based on the manufactured or wholesale cost of such assets as this is the level at which the Company determined such assets could be sold in the market given the level of both functional and economic obsolescence, which results from the existence of newer, less expensive and more effective and efficient replacements. The Company utilizes a Level 3 category fair value measurement to value its investment in EuroSite Power as an available-for-sale security as of December 31, 2016 (see Note 4 "Investment in EuroSite Power and Discontinued Operations"). That measurement is determined by management based on an average of the quoted closing sales price in the first 24 trading days of the year following year end, which is further adjusted downward by a 10% factor for volatility. The following table summarizes changes in level 3 assets measured at fair value on a recurring basis, which are comprised of available-for-sale securities, for the period: Initial establishment of fair value at September 30, 2016 Carryover basis from equity method investment $ 624,499 Purchase of 300,000 shares at $0.50 per share 150,000 Unrealized loss recognized in other comprehensive loss (136,848 ) Fair value at December 31, 2016 $ 637,651 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income Taxes: The components of loss from operations before income taxes for the years ended December 31, 2016 and 2015 are as follows: 2016 2015 Domestic $ (513,000 ) $ (4,731,000 ) Foreign (438,000 ) (1,304,000 ) $ (951,000 ) $ (6,035,000 ) Reconciliation of federal statutory income tax provision to the Company’s actual provision for the years ended December 31, 2016 and 2015 , respectively, are as follows: 2016 2015 Benefit at federal statutory tax rate $ (323,000 ) $ (2,052,000 ) Foreign rate differential 70,000 209,000 UK Energy Incentives — (380,000 ) Unbenefited operating losses 253,000 1,843,000 Provision for income taxes 104,000 37,000 Income tax provision $ 104,000 $ (343,000 ) The component of net deferred tax assets recognized in the accompanying balance sheets at December 31, 2016 and 2015 , respectively, are as follows: 2016 2015 Net operating loss carryforwards $ 3,177,000 $ 11,875,000 Accrued expenses and other 131,000 57,000 Stock compensation 806,000 1,312,000 Depreciation 685,000 357,000 4,799,000 13,601,000 Valuation allowance (4,799,000 ) (13,601,000 ) Net deferred tax asset $ — $ — As of December 31, 2016 , the Company has federal and state loss carryforwards of approximately $9,850,000 and $4,898,000 , respectively, which may be used to offset future federal and state taxable income, expiring at various dates through 2036. Included in these net operating losses is $1,353,000 of excess stock compensation deductions, related to the amount of tax deductions on restricted stock, in excess of book compensation expense. Management has determined that it is more likely than not that the Company will not recognize the benefits of the federal and state deferred tax assets and as a result has recorded a valuation allowance against the entire net deferred tax asset. If the Company should generate sustained future taxable income, against which these tax attributes may be recognized, some portion or all of the valuation allowance would be reversed. The valuation allowance increased by $8,802,000 during the year ended December 31, 2016 , due primarily to income generated from the deconsolidation of EuroSite Power, stock compensation and depreciation. The valuation allowance increased $1,685,000 during the year ended December 31, 2015 , due primarily to net operating losses generated, stock compensation and depreciation. T he Company files income tax returns in U.S. federal jurisdiction and a foreign jurisdictions. The IRS can audit for the years 2012 through 2015. The IRS has the ability to audit the deduction for net operating losses in the year taken. We do not have an IRS audit underway at this time. The Company has no uncertain tax positions as of December 31, 2016 and 2015 . The Company's federal and state net operating losses could be limited to the extent that there are significant changes in ownership of the Company's stock. The Company has not assessed the impacts of these limitations on its tax attributes. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and Contingencies: The Company guarantees certain obligations of its former subsidiary EuroSite Power Inc. These guarantees include certain long term unsecured convertible indebtedness, with a remaining principal amount outstanding subject to the guarantee at December 31, 2016 of $300,000 with a maturity date of June 17, 2017; a payment performance guarantee in respect of collateralized equipment financing loans, with a remaining principal amount outstanding subject to the guarantee at December 31, 2016 is approximately $322,000 due ratably in equal installments through September 2021; and certain guarantees of performance in respect of certain customer contracts. Based on current conditions, the Company does not believe there to be any amounts probable of payment by the Company under any of the guarantees and has determined that the value associated with the non-contingent aspect of the guarantees is not significant. At this time the Company believes these guarantees are not material to its financial statements. See Note 14 "Subsequent Events" for litigation discussion. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent Events: On January 13, 2017, the Company sold certain items of equipment and a substantial portion of its parts inventory to Tecogen, which is a major supplier to the Company, at Tecogen's cost, which is generally a wholesale cost rather than a retail cost. The sale was prompted out of a need for funds to retire existing long-term indebtedness of the Company. See Note 10 "Related Parties". On February 27, 2017, Mr. Hatsopoulos terminated the Revolving Line of Credit Agreement, allowing for payment of the outstanding balance of $850,000 to be made on the Maturity date. The borrowing bears interest at 6% , payable quarterly and is due in full on May 25, 2018. The Company may prepay any amount of the borrowing at any time without penalty. See Note 7 "Convertible Debentures and Other Debt" and Note 10 "Related Parties". American DG Energy (“ADGE” or the “Company”) is a defendant in a class action lawsuit brought by a public shareholder of the Company in the Business Litigation Section of the Superior Court in the Commonwealth of Massachusetts (the “State Court”), May v. American DG Energy Inc., et al. , Civ. Act. No. 17-0390-BLS2. The State Court case, filed on February 6, 2017, challenges a proposed merger transaction pursuant to which the Company would be acquired by an affiliated company, Tecogen Inc. The complaint alleges (i) breach of fiduciary duties against the individual defendants, and (ii) aiding and abetting the board’s breaches of fiduciary duties against Tecogen. The Company is also named as a defendant (although no service of process has yet been effected) in a second class action lawsuit brought by a different public shareholder in the United States District Court for the District of Massachusetts (the “Federal Court”), Vardakas v. American DG Energy Inc., et al. , Case 1:17-cv-10247-MPK (D. Mass). The Federal Court case, filed on February 15, 2017, similarly challenges the proposed merger described above. Specifically, the complaint alleges (i) violations of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder, (ii) violations of Section 20(a) of the Exchange Act, (iii) various breaches of fiduciary duties, and (iv) aiding and abetting of said breaches by specific defendants. The Company believes that these lawsuits are so-called “strike suits” that are routinely filed without merit in mergers of this type, and the Company strongly disputes the allegations in both the State Court and the Federal Court cases. The Company intends to vigorously defend itself and it is not able to reasonably estimate the amount of loss, if any, that might arise from the resolution of these matters. At this time the Company believes these cases are not material to its financial statements. The Company has evaluated subsequent events through the date of this filing and determined that no other subsequent events occurred that would require recognition in the consolidated financial statements or disclosure in the notes thereto other than those disclosed in the notes to these consolidated financial statements. |
Summary of significant accoun22
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and entities in which it has a controlling financial interest. Those entities include American DG New York, LLC, or ADGNY in which the Company holds a 51.0% joint venture interest, and its formerly 48% owned subsidiary EuroSite Power Inc., or EuroSite Power. As the controlling partner, all major decisions in respect of ADGNY are made by the Company in accordance with the joint venture agreement. The interests in the individual underlying energy system projects in ADGNY vary between the Company and its joint venture partner. The noncontrolling interest and distributions are determined based on economic ownership. The economic ownership 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 economic ownership in each site is applied to determine the noncontrolling interest share in the profit/loss. The same methodology is used to in respect of determining a quarterly distribution of available cash to the noncontrolling interest partner. On the Company’s balance sheet, noncontrolling interest represents the joint venture partner’s investment in ADGNY, plus its share of after tax profits less any cash distributions. The Company owned a controlling 51.0% legal interest and had a 51.0% economic interest in ADGNY as of December 31, 2016 . As of December 31, 2016 and 2015 , the Company owned a 2.4% and a 48.0% interest in EuroSite Power, respectively, and consolidated EuroSite Power into its financial statements through June 30, 2016 and for the year ended December 31, 2015 in accordance with GAAP, as discussed below. Through June 30, 2016, the Company consolidated the operating results and financial position of EuroSite Power as it had determined it had a controlling financial interest in EuroSite Power. This determination was based on application of the variable interest entity (VIE) model which determined whether a controlling financial interest exists by other than majority voting ownership. In applying the VIE model, the Company considered the explicit and implicit variable interests which exist in EuroSite Power including its own and its ability to direct the activities of EuroSite Power which most significantly effect it’s economic performance and the Company’s obligation to absorb the expected losses of EuroSite Power. In addition to its equity ownership in EuroSite Power, the Company has an implicit variable interest in EuroSite Power through its guarantee of the long-term convertible indebtedness of EuroSite Power. This results in the Company’s voting ownership being disproportional to its obligation to absorb the expected losses of EuroSite Power. This combined with the fact that substantially all of EuroSite Power’s activities either involved or were conducted on behalf of the Company which resulted in EuroSite Power being considered a VIE during that period. Prior to July 1, 2016, the Company’s level of ownership resulted in the Company’s ability to control the activities which most significantly effect the economic performance of EuroSite Power. This combined with the Company’s obligation to absorb losses which could be significant to EuroSite Power qualified the Company as the primary beneficiary of EuroSite Power. As the primary beneficiary of a VIE, the Company was required to consolidate the operating results and financial position of the VIE. On June 28, 2016, substantially all of the convertible indebtedness of EuroSite Power guaranteed by the Company was converted by the holders of that debt into shares of EuroSite Power, which diluted the Company's ownership interest in EuroSite Power and which substantially eliminated the Company’s implicit variable interest in EuroSite Power. As a result, the Company concluded it no longer held a controlling financial interest in EuroSite Power and for the period July 1, 2016 through September 30, 2016 accounted for its remaining 20.5% ownership in EuroSite Power using the equity method. Subsequent to September 30, 2016, following a further reduction in its level of ownership in EuroSite Power, the Company accounts for its remaining investment in EuroSite Power as an available-for-sale security (see Note 4 "Investment in EuroSite Power and Discontinued Operations"). 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’s continuing revenue is generated in and the Company's long-lived assets are located in the United States of America. Amounts reflected in these consolidated financial statements as relating to discontinued operations were generated in or are primarily located in the United Kingdom. |
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 cost of sale. Revenues from operations, 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 byproduct of the energy business, in some cases, the customer may choose to own the energy system 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 records 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. 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 is able to participate in certain energy related programs and receive payments due to the availability of its energy systems. These programs provide incentive payments for either the reduction of electricity usage or the increase in electricity production during periods of peak usage throughout a utility territory. |
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 financial stability of these institutions is continually reviewed by senior management. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Concentrations and 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. |
Accounts Receivable | The Company maintains receivable balances primarily with customers located throughout New York and New Jersey. 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 against the allowance for doubtful accounts when identified |
Inventory | Inventories consist of spare replacement parts and parts used in the assembly of new energy systems, which are not held for resale, and are stated at cost, valued on a first-in, first-out basis. Inventory items are reviewed periodically for obsolescence and are written down to net realizable value when conditions warrant. |
Supply Concentrations | Most of the Company’s cogeneration unit purchases for the years ended December 31, 2016 and 2015 were from one vendor (see Note 10 "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 (see Note 10 "Related Parties”). 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 reviews its energy systems for potential 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. The Company evaluates the recoverability of its long-lived assets when potential impairment is indicated by comparing the remaining 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 the lesser of the economic life of the asset or the term of the underlying contract with the customer, typically 12 to 15 years. If impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis. During the years ended December 31, 2016 and 2015 , the Company recorded asset impairment losses totaling $503,072 and $618,661 , respectively, relating to certain of its energy systems as a result of changing or unexpected conditions with respect to the energy systems which impact the estimated future cash flows. The conditional changes impacting the estimated future cash flows related to these assets resulted from changes in the level of demand for electricity and/or hot water at particular installations, finalization of start-up period customization at particular installations and/or price changes in electrical and natural gas rates, all of which impacted estimated future cash flows. The Company receives rebates and incentives from various utility companies and governmental agencies 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 the 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. |
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 over the expected life 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. |
Loss per Common Share | The Company computes basic income (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 and the if-converted method for convertible debt. For purposes of calculating diluted earnings per share, the Company considers its shares issuable in connection with 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 and considers its shares issuable in connection with convertible debentures to be dilutive common stock equivalents when the interest expense per share on any converted shares is less than the basic earnings per share. For the year ended December 31, 2016 , the Company excluded 5,559,270 anti-dilutive shares related to stock options and warrants, and for the year ended December 31, 2015 , the Company excluded 14,336,083 anti-dilutive shares resulting from exercise of stock options, warrants, unvested restricted stock and shares issuable in connection with convertible debentures. All shares issuable for all periods presented were anti-dilutive because of either the reported net loss or because the weighted average exercise price exceeded the market price of the Company's stock or the interest expense per share was greater than the basic earnings per share. For the year ended December 31, 2016, the basis for computing income from continuing operations per share considers the reported loss from continuing operations of $ (214,803) after attributing $675,612 to the noncontrolling interest, or $460,809 which represents the income from continuing operations attributable to American DG Energy. |
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 50.0% 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. The tax years 2013 through 2015 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 twelve months of the reporting date. |
Fair Value of Financial Instruments | The Company’s financial instruments are cash and cash equivalents, short-term investments, accounts receivable, accounts payable, line of credit due to related party and amounts due to related parties. The recorded values of cash and cash equivalents, accounts receivable, accounts payable and amounts due to related parties approximate their fair values based on their short-term nature. The carrying value of the loan due to related party on the balance sheet at December 31, 2016 approximates fair value as the terms approximate those currently available for similar instruments ( |
Impact of New Accounting Pronouncements | 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 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. In August 2014, the FASB issued ASU 2014-15 "Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern". The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, ended after December 15, 2016. The Company has adopted this ASU for the year ended December 31, 2016. In November 2015, the FASB issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes" to simplify the presentation of deferred income taxes. Under current GAAP, an entity is required to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. The new standard requires deferred tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments. The new standard will align the presentation of deferred income tax and liabilities with the International Financial Reporting Standards (IFRS), which requires deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. The amendments take effect for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. In February 2016, the FASB released ASU 2016-02, "Leases," completing its project to overhaul lease accounting. The ASU codifies ASC 842, Leases, which will replace the guidance in ASC 840. Entities should be aware of the following key points about the new FASB standard: Lessees will be required to recognize most leases “on balance sheet.” The new guidance retains a dual lease accounting model for purposes of income statement recognition, continuing the distinction between what are currently known as “capital” and “operating” leases for lessees. Lessors will focus on whether control of the underlying asset has transferred to the lessee to assess lease classification. A new definition of a “lease” could cause some contracts formerly accounted for under ASC 840 to fall outside the scope of ASC 842, and vice versa. A modified retrospective transition will be required, although there are significant elective transition reliefs available for both lessors and lessees. The new guidance is effective for public business entities in fiscal years beginning after December 15, 2018. The effective date for most other entities is deferred for one year, meaning that most calendar-year private companies will be required to adopt the new standard in 2020. Early adoption is permitted for all entities. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following at December 31, 2016 and 2015 : 2016 2015 Energy systems $ 23,739,407 $ 23,348,928 Computer equipment and software 146,283 143,204 Furniture and fixtures 85,463 85,463 Vehicles 176,764 194,192 24,147,917 23,771,787 Less — accumulated depreciation (10,671,333 ) (8,822,809 ) 13,476,584 14,948,978 Construction in progress 2,354,576 3,001,809 $ 15,831,160 $ 17,950,787 |
Investment in EuroSite Power 24
Investment in EuroSite Power and Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Activity of Discontinued Operations | The following is a reconciliation of the major line items comprising loss from discontinued operations for the years ended December 31, 2016 and 2015 : 2016 2015 Revenue $ 1,327,469 $ 2,198,721 Cost of sales $ 1,081,484 $ 2,314,525 Operating expenses $ 1,104,090 $ 1,611,786 Other expenses, net $ 361,151 $ 36,708 Pretax loss from discontinued operations $ 1,219,256 $ 1,764,298 Income tax benefit $ — $ 380,176 Loss from discontinued operations $ 1,219,256 $ 1,384,122 Loss from discontinued operations attributable to noncontrolling interest $ 733,848 $ 679,149 Loss from discontinued operations attributable to American DG Energy Inc. $ 485,408 $ 704,973 The total operating and investing cash flows of the discontinued operations for the years ended December 31, 2016 and 2015 is as follows: 2016 2015 Net cash used in operating activities $ (371,539 ) $ (365,186 ) Net cash used in investing activities $ (334,946 ) $ (1,823,847 ) Net cash provided by (used in) financing activities 5,246,090 (1,000,000 ) |
Accrued expenses and other cu25
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other current liabilities consisted of the following at December 31, 2016 and 2015 : 2016 2015 Professional fees accrual $ 131,500 $ 147,321 Payroll accrual 63,054 65,101 Customer deposits 98,258 36,525 Accrued interest 1,257 — Accrued taxes 228,456 6,635 Deferred revenue — 2,228 $ 522,525 $ 257,810 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule Of Warrants Activity | Warrant activity for the years ended December 31, 2016 and 2015 was as follows: Number of Warrants Weighted Average Exercise Price Balance, December 31, 2014 3,449,770 $ 2.09 Granted — — Exercised — — Expired (500,000 ) 3.25 Balance, December 31, 2015 2,949,770 $ 1.89 Granted — — Exercised — — Expired (7,500 ) 2.69 Balance, December 31, 2016 2,942,270 $ 1.89 |
Summary of Fair Value Stock Option Assumptions | The weighted average assumptions used in the Black-Scholes option pricing model are as follows: 2016 2015 Stock options and restricted stock awards Expected life 6.25 years 6.25 years Risk-free interest rate 1.82 % 2.09 % Expected volatility 85.00 % 72.90 % |
Schedule of Share-based Compensation, Stock Options, Activity | Stock option activity for the year ended December 31, 2016 was as follows: Common Stock Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Life Aggregate Intrinsic Value Outstanding, December 31, 2015 2,478,000 $ 1.06 4.93 years $ 4,000 Granted 405,000 $ 0.41 Exercised — — Canceled (216,000 ) $ 0.66 Expired (50,000 ) $ 1.12 Outstanding, December 31, 2016 2,617,000 $ 0.98 4.53 years $ — Exercisable, December 31, 2016 1,625,500 $ 1.23 $ — Vested and expected to vest, December 31, 2016 2,617,000 $ 0.98 $ — |
Schedule of Changes in the Company's Ownership Interest in its Subsidiary | The following schedule discloses the effects of changes in the Company's ownership interest in its consolidated subsidiaries on the Company's equity for the years ended December 31, 2016 and 2015 . 2016 2015 Net loss attributable to American DG Energy Inc. $ (758,447 ) $ (5,430,403 ) Transfers (to) from noncontrolling interest: Decrease in additional paid-in capital for exchange of 1,320,000 EuroSite Power common shares for current and future interest related to the Company's convertible debentures (see "Note 7 - Convertible Debentures and Other Debt") (15,250 ) Reorganization of subsidiary ownership (732,116 ) Increase in American DG Energy Inc.'s additional-paid-in-capital for exchange of convertible debentures for common stock of subsidiary 7,903,292 Increase in American DG Energy Inc.'s additional paid-in-capital for sale by EuroSite Power of 12,608,696 common shares 7,246,091 Increase in American DG Energy Inc.'s additional paid-in-capital for conversion of EuroSite Power convertible debentures into 3,909,260 common shares of EuroSite Power 2,420,046 Noncontrolling interest share of transactions affecting subsidiary ownership (8,580,847 ) 426,980 Subtotal transfers (to) from noncontrolling interest 8,988,582 (320,386 ) Change from net loss attributable to American DG Energy Inc. and transfers (to) from noncontrolling interest $ 8,230,135 $ (5,750,789 ) |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The following table presents the assets reported on the consolidated balance sheets measured at their fair value on both a recurring basis and a nonrecurring basis as of December 31, 2016 (none in 2015) by level within the fair value hierarchy. Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs December 31, 2016 Level 1 Level 2 Level 3 Total gains (losses) Description Recurring fair value measurements Available-for-sale equity securities EuroSite Power Inc. $ 637,651 $ — $ — $ 637,651 Total recurring fair value measurements $ 637,651 $ — $ — $ 637,651 Nonrecurring fair value measurements Long-lived assets held and used(a) $ 681,577 $ — $ — $ 681,577 $ (503,072 ) Assets held for sale(b) 946,883 — — 946,883 (743,770 ) Total nonrecurring fair value measurements $ 1,628,460 $ — $ — $ 1,628,460 $ (1,246,842 ) |
Fair Value, Assets Measured on Recurring Basis | The following table summarizes changes in level 3 assets measured at fair value on a recurring basis, which are comprised of available-for-sale securities, for the period: Initial establishment of fair value at September 30, 2016 Carryover basis from equity method investment $ 624,499 Purchase of 300,000 shares at $0.50 per share 150,000 Unrealized loss recognized in other comprehensive loss (136,848 ) Fair value at December 31, 2016 $ 637,651 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Loss from Operations | The components of loss from operations before income taxes for the years ended December 31, 2016 and 2015 are as follows: 2016 2015 Domestic $ (513,000 ) $ (4,731,000 ) Foreign (438,000 ) (1,304,000 ) $ (951,000 ) $ (6,035,000 ) |
Reconciliation of Federal Statutory Income Tax Provision to Company's Actual Provision | econciliation of federal statutory income tax provision to the Company’s actual provision for the years ended December 31, 2016 and 2015 , respectively, are as follows: 2016 2015 Benefit at federal statutory tax rate $ (323,000 ) $ (2,052,000 ) Foreign rate differential 70,000 209,000 UK Energy Incentives — (380,000 ) Unbenefited operating losses 253,000 1,843,000 Provision for income taxes 104,000 37,000 Income tax provision $ 104,000 $ (343,000 ) |
Schedule of Deferred Tax Assets | The component of net deferred tax assets recognized in the accompanying balance sheets at December 31, 2016 and 2015 , respectively, are as follows: 2016 2015 Net operating loss carryforwards $ 3,177,000 $ 11,875,000 Accrued expenses and other 131,000 57,000 Stock compensation 806,000 1,312,000 Depreciation 685,000 357,000 4,799,000 13,601,000 Valuation allowance (4,799,000 ) (13,601,000 ) Net deferred tax asset $ — $ — |
The Company (Details)
The Company (Details) | Nov. 01, 2016 | Sep. 30, 2016USD ($) | May 04, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)energy_system | Jun. 28, 2016 | Mar. 31, 2016 | Dec. 31, 2015USD ($) |
Schedule of Energy Operations [Line Items] | ||||||||
Number of energy systems installed | energy_system | 92 | |||||||
Accumulated deficit | $ (41,381,221) | $ (40,622,774) | ||||||
Premium over share closing price (percent) | 27.00% | |||||||
Minimum | ||||||||
Schedule of Energy Operations [Line Items] | ||||||||
Length of long-term energy sales agreements | 10 | |||||||
Maximum | ||||||||
Schedule of Energy Operations [Line Items] | ||||||||
Length of long-term energy sales agreements | 15 | |||||||
Common Stock | ||||||||
Schedule of Energy Operations [Line Items] | ||||||||
Conversion ratio of American DG shares to Tecogen shares | 0.092 | |||||||
6% Convertible Debentures | Eurosite Power | ||||||||
Schedule of Energy Operations [Line Items] | ||||||||
Amount of debt converted to equity | $ 6,700,000 | $ 9,300,000 | $ 16,000,000 | |||||
Convertible debentures | $ 10,100,000 | $ 19,400,000 | $ 10,100,000 | |||||
Interest rate on convertible debt (percent) | 6.00% | |||||||
EuroSite Power | ||||||||
Schedule of Energy Operations [Line Items] | ||||||||
Ownership interest in EuroSite Power as equity method investment (percent) | 20.50% | 20.50% | 20.50% | 48.04% | ||||
Ownership interest in Eurosite Power after debt settlement (percent) | 2.03% | 2.03% | 2.39% |
Summary of significant accoun30
Summary of significant accounting policies (Details) - segment | 12 Months Ended | ||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 28, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Subsidary or Equity Method Investee [Line Items] | |||||
Number of Operating Segments | 1 | ||||
Eurosite Power Inc | |||||
Subsidary or Equity Method Investee [Line Items] | |||||
Percentage Of Ownership In Subsidiary | 2.40% | 48.00% | |||
American DG New York, LLC | |||||
Subsidary or Equity Method Investee [Line Items] | |||||
Percentage Of Ownership In Joint Venture | 51.00% | ||||
Percentage Of Economic Interest | 51.00% | ||||
EuroSite Power | |||||
Subsidary or Equity Method Investee [Line Items] | |||||
Ownership interest in EuroSite Power as equity method investment (percent) | 20.50% | 20.50% | 48.04% |
Summary of significant accoun31
Summary of significant accounting policies (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Revenue recognized from demand response activity | $ 204,516 | $ 137,896 |
Cash and Cash Equivalents concentration risk | $ 103,750 | |
Maximum maturity period for highly liquid investments | 3 months | |
Antidilutive shares excluded from computation of loss per share (shares) | 5,559,270 | 14,336,083 |
Loss from continuing operations | $ (214,803) | $ (4,501,593) |
Income attributable to noncontrolling interest | (675,612) | $ (455,312) |
Income from continuing operations attributable to American DG Energy | $ 460,809 |
Summary of significant accoun32
Summary of significant accounting policies (Accounts Receivable and Payable) (Details) | 12 Months Ended | |
Dec. 31, 2016USD ($)customer | Dec. 31, 2015USD ($)customer | |
Concentration Risk [Line Items] | ||
Allowance for Doubtful Accounts Receivable | $ | $ 35,000 | $ 155,000 |
Customer Concentration Risk | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Number Of Major Customers | 4 | |
Percentage of concentration | 20.60% | 27.00% |
Customer Concentration Risk | Sales | ||
Concentration Risk [Line Items] | ||
Number Of Major Customers | 1 | 1 |
Percentage of concentration | 18.30% | 18.00% |
Summary of significant accoun33
Summary of significant accounting policies (Accounts Payable and Supply Concentrations) (Details) - vendor | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Supplier Concentration Risk | ||
Concentration Risk [Line Items] | ||
Number of Major Vendors | 1 | 1 |
Summary of significant accoun34
Summary of significant accounting policies (Property and Equipment) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Non-cash site impairments | $ 503,072 | $ 618,661 |
Rebates applied to cost of construction | $ 143,592 | $ 32,198 |
Minimum | Energy Systems | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 12 years | |
Maximum | Energy Systems | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years |
Property and Equipment (Summary
Property and Equipment (Summary of Property and Equipment) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 24,147,917 | $ 23,771,787 |
Less ----- accumulated depreciation | (10,671,333) | (8,822,809) |
Property and equipment, before contruction in progress | 13,476,584 | 14,948,978 |
Construction in progress | 2,354,576 | 3,001,809 |
Property and equipment, net | 15,831,160 | 17,950,787 |
Energy Systems | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 23,739,407 | 23,348,928 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 146,283 | 143,204 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 85,463 | 85,463 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 176,764 | $ 194,192 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,861,232 | $ 1,776,048 |
Investment in EuroSite Power 37
Investment in EuroSite Power and Discontinued Operations (Details) - USD ($) | Dec. 15, 2016 | Sep. 30, 2016 | Jun. 28, 2016 | May 04, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Gain on deconsolidation | $ 3,900,000 | $ 3,887,098 | $ 0 | |||||
6% Convertible Debentures | Eurosite Power | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Amount of debt converted to equity | $ 6,700,000 | $ 9,300,000 | $ 16,000,000 | |||||
Convertible debentures | $ 10,100,000 | $ 19,400,000 | $ 10,100,000 | |||||
Interest rate on convertible debt (percent) | 6.00% | |||||||
EuroSite Power | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Ownership interest in EuroSite Power as equity method investment (percent) | 20.50% | 20.50% | 20.50% | 48.04% | ||||
Ownership interest in Eurosite Power after debt settlement (percent) | 2.03% | 2.03% | 2.39% | |||||
Share purchased from director (shares) | 300,000 | |||||||
Shares purchased from director (in USD per share) | $ 0.50 |
Investment in EuroSite Power 38
Investment in EuroSite Power and Discontinued Operations - Loss from Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 1,327,469 | $ 2,198,721 |
Cost of sales | 1,081,484 | 2,314,525 |
Operating expenses | 1,104,090 | 1,611,786 |
Other expenses, net | 361,151 | 36,708 |
Pretax loss from discontinued operations | 1,219,256 | 1,764,298 |
Income tax benefit | 0 | 380,176 |
Loss from discontinued operations | 1,219,256 | 1,384,122 |
Loss from discontinued operations attributable to noncontrolling interest | 733,848 | 679,149 |
Loss from discontinued operations attributable to American DG Energy Inc. | $ 485,408 | $ 704,973 |
Investment in EuroSite Power 39
Investment in EuroSite Power and Discontinued Operations - Cash Flows from Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net cash used in operating activities | $ (371,539) | $ (365,186) |
Net cash used in investing activities | (334,946) | (1,823,847) |
Net cash provided by (used in) financing activities | $ 5,246,090 | $ (1,000,000) |
ADGNY Reorganization (Details)
ADGNY Reorganization (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 29, 2015 | |
Investments in and Advances to Affiliates [Line Items] | |||||
Deconsolidation of subsidiary | $ 732,016 | $ 4,207,411 | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 5.00% | ||||
Gain attributable to distribution of nonmonetary assets to noncontrolling interest | $ 0 | 157,870 | |||
American DG New York, LLC | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Payment to acquire additional noncontrolling interest | $ 100,000 | ||||
Shares issued to acquire additional noncontrolling interest (shares) | 100,000 | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 51.00% | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Legal Interest | 51.00% | ||||
Gain attributable to distribution of nonmonetary assets to noncontrolling interest | $ 157,870 | ||||
Additional Paid-in Capital | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Deconsolidation of subsidiary | $ 732,116 |
Accrued expenses and other cu41
Accrued expenses and other current liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Professional fees accrual | $ 131,500 | $ 147,321 |
Payroll accrual | 63,054 | 65,101 |
Customer deposits | 98,258 | 36,525 |
Accrued interest | 1,257 | 0 |
Accrued taxes | 228,456 | 6,635 |
Deferred revenue | 0 | 2,228 |
Total Accrued expenses and other current liabilities | $ 522,525 | $ 257,810 |
Convertible Debentures and Ot42
Convertible Debentures and Other Debt (Details) - USD ($) | Dec. 23, 2016 | Dec. 22, 2016 | Sep. 30, 2016 | May 04, 2016 | Oct. 03, 2014 | May 25, 2014 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Periodic Payment, Interest | $ 582,000 | |||||||||
Common stock, shares issued | 260,154 | 50,684,095 | 50,684,095 | |||||||
Common stock, par value (usd per share) | $ 2.24 | $ 0.001 | $ 0.001 | |||||||
Reduction in non-cash interest expense adjusted for the difference between the average stock price and the fair market value | $ 42,368 | |||||||||
Deconsolidation of subsidiary | $ 732,016 | $ 4,207,411 | ||||||||
Class of Warrant or Right, Term | 3 years | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | |||||||||
Fair value of warrant exchanged for future convertible debenture interest | $ 84,911 | |||||||||
Gain on extinguishment of debt | $ 182,887 | 0 | ||||||||
Proceeds from Convertible Debt | (3,058,943) | 0 | ||||||||
Extinguishment of Debt, Amount | $ 3,418,681 | |||||||||
Proceeds from note payable-related party | $ 850,000 | 0 | ||||||||
Convertible Debentures 2010 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage To Fully Accrete To Face Value | 7.80% | |||||||||
Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Unamortized Discount | 3,321,088 | |||||||||
Gain on extinguishment of debt | $ 705,247 | $ 1,191,333 | ||||||||
Convertible Debt | Convertible Debentures 2010 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 6.00% | |||||||||
American DG Energy | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 19,400,000 | |||||||||
Interest rate | 6.00% | |||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 2.11 | |||||||||
Percentage Of Option To Redeem Par Value | 115.00% | |||||||||
EuroSite Power | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Paid-in-Kind Interest, Shares | 1,164,000 | |||||||||
Interest on convertible debentures paid in stock of subsidiary | $ 582,000 | |||||||||
Paid-in-Kind Interest, Shares, Prepayment | 8,245,000 | |||||||||
Deconsolidation of subsidiary | $ 4,122,500 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,164,000 | |||||||||
Eurosite Power | 6% Convertible Debentures | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 3,418,681 | $ 3,418,681 | ||||||||
Fair value of warrant exchanged for future convertible debenture interest | $ 84,911 | |||||||||
Amount of debt converted to equity | 6,700,000 | $ 9,300,000 | 16,000,000 | |||||||
Convertible debentures | $ 10,100,000 | $ 19,400,000 | $ 10,100,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 15,200,000 | 14,720,000 | ||||||||
Gain (Loss) on Conversion of Debt | $ 182,887 | $ 7,200,000 | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 107,688 | 7,700,000 | ||||||||
Gain on extinguishment of debt | $ 75,199 | $ 500,000 | ||||||||
Co-Chief Executive Officer | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 6.00% | |||||||||
Proceeds from note payable-related party | $ 850,000 |
Stockholders' equity (Details)
Stockholders' equity (Details) - USD ($) | Jan. 29, 2015 | Sep. 19, 2014 | Aug. 06, 2014 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 03, 2014 | Aug. 31, 2014 |
Class of Stock [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | ||||||||
Stock repurchase program, number of shares authorized to be repurchased (shares) | 1,000,000 | ||||||||
Stock repurchase program, authorized amount | $ 1,100,000 | ||||||||
Stock repurchase program, period in force | 24 months | ||||||||
Share repurchase program, maximum authorized purchase price per share (usd per share) | $ 1.30 | ||||||||
Share repurchase program (shares) | 235,906 | 588,073 | |||||||
Stock repurchased during period, average price per share (usd per share) | $ 0.55 | $ 0.80 | |||||||
Ownership percentage by IN Holdings, Inc. (percent, less than) | 5.00% | ||||||||
Common stock, shares outstanding | 50,684,095 | 50,684,095 | |||||||
Share-based Compensation | $ 193,502 | $ 222,130 | |||||||
Expected volatility | 85.00% | 72.90% | |||||||
Stock Options | |||||||||
Class of Stock [Line Items] | |||||||||
Total Compensation Cost Not yet Recognized, Stock Options | $ 152,332 | $ 212,575 | |||||||
American DG Energy | |||||||||
Class of Stock [Line Items] | |||||||||
Number of Shares Authorized | 8,000,000 | ||||||||
Number of Non-qualified Options Issued in Period | 200,000 | ||||||||
Nonqualified option, exercise price per share Granted Lower Range (usd per share) | $ 0.32 | $ 0.29 | |||||||
Nonqualified option, exercise price per share Granted Upper Range (usd per share) | $ 0.38 | $ 0.52 | |||||||
Options Issued, Fair Value | $ 98,764 | $ 53,195 | |||||||
Options Granted in Period, Weighted Average Grant Date Fair Value | $ 0.24 | $ 0.27 | |||||||
American DG Energy | Stock Options | |||||||||
Class of Stock [Line Items] | |||||||||
Options, expiration period | 10 years | ||||||||
American DG Energy | Minimum | |||||||||
Class of Stock [Line Items] | |||||||||
Vesting Period | 4 years | ||||||||
American DG Energy | Minimum | Stock Options | |||||||||
Class of Stock [Line Items] | |||||||||
Vesting Period | 4 years | ||||||||
American DG Energy | Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Vesting Period | 10 years | ||||||||
American DG New York, LLC | |||||||||
Class of Stock [Line Items] | |||||||||
Ownership percentage by IN Holdings, Inc. (percent, less than) | 49.00% | ||||||||
Shares issued to acquire additional noncontrolling interest (shares) | 100,000 | ||||||||
Stock Issued During Period, Value, Purchase of Assets, Fair Value | $ 63,000 | ||||||||
Employee | American DG Energy | |||||||||
Class of Stock [Line Items] | |||||||||
Number of Non-qualified Options Issued in Period | 105,000 | ||||||||
Director | American DG Energy | |||||||||
Class of Stock [Line Items] | |||||||||
Number of Non-qualified Options Issued in Period | 300,000 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 2,650,000 | ||||||||
Share repurchase program (shares) | 235,906 | ||||||||
Fair value of common stock issued in conjunction with exchange of EuroSite common stock | $ 1,320 | ||||||||
Common stock, shares outstanding | 50,684,095 | 50,684,095 | 52,140,001 | ||||||
Noncontrolling Interest | |||||||||
Class of Stock [Line Items] | |||||||||
Fair value of common stock issued in conjunction with exchange of EuroSite common stock | $ 16,570 | ||||||||
Three And Five Year Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from Issuance of Common Stock | $ 3,269,275 | ||||||||
Three Year Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants Expiration Term | 3 years | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,829,732 | 2,829,732 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.8875 | ||||||||
Fundamental transaction, exchange offer accepted by outstanding voting shares (percent) | 50.00% | ||||||||
Fundamental transaction, stock or share purchase agreement regarding voting shares (percent) | 50.00% | ||||||||
Fundamental transaction, beneficial ownership by any person of voting shares (percent) | 50.00% | ||||||||
Five Year Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants Expiration Term | 5 years | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 112,538 | ||||||||
Class of Warrant or Right, Outstanding | 112,538 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.89 | $ 1.89 | |||||||
Notice period for warrant holders regarding exchange of securities | 15 days | ||||||||
Expire in Ten Years | American DG Energy | Stock Options | |||||||||
Class of Stock [Line Items] | |||||||||
Options, expiration period | 10 years | ||||||||
Equity Exchange Agreement [Member] | IN Holdings Corp | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Repurchased and Retired During Period, Shares | 1,320,000 | ||||||||
Noncontrolling Interest, Increase from Sale of Parent Equity Interest, Shares | 1,320,000 | ||||||||
Fair value of common stock issued in conjunction with exchange of EuroSite common stock | $ 1,320 |
Stockholders' equity (Summary o
Stockholders' equity (Summary of Warranty Activity) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Warrants Outstanding [Roll Forward] | ||
Number of Warrants Outstanding, Beginning (in shares) | 2,949,770 | 3,449,770 |
Number of Warrants Granted (in shares) | 0 | 0 |
Number of Warrants Exercised (in shares) | 0 | 0 |
Number of Warrants Expired (in shares) | (7,500) | (500,000) |
Number of Warrants Outstanding, Ending (in shares) | 2,942,270 | 2,949,770 |
Weighted Average Grant Date Fair Value [Roll Forward] | ||
Weighted Average Grant Date Fair Value Outstanding, Beginning (usd per share) | $ 1.89 | $ 2.09 |
Weighted Average Grant Date Fair Value Granted (usd per share) | 0 | 0 |
Weighted Average Grant Date Fair Value Exercised (usd per share) | 0 | 0 |
Weighted Average Grant Date Fair Value Expired (usd per share) | 2.69 | 3.25 |
Weighted Average Grant Date Fair Value Outstanding, Ending (usd per share) | $ 1.89 | $ 1.89 |
Stockholders' equity (Summary45
Stockholders' equity (Summary of Weighted Average Assumptions Used In Black Scholes Option Pricing Model) (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | ||
Expected life | 6 years 3 months | 6 years 3 months |
Risk-free interest rate | 1.82% | 2.09% |
Expected volatility | 85.00% | 72.90% |
Stockholders' equity (Summary46
Stockholders' equity (Summary of Stock Option Activity) (Details) - Stock Options - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options, Outstanding [Roll Forward] | ||
Number of Options Outstanding Beginning (in shares) | 2,478,000 | |
Number of Options Granted (in shares) | 405,000 | |
Number of Options Exercised (in shares) | 0 | |
Number of Options Canceled (in shares) | (216,000) | |
Number of Options Expired (in shares) | (50,000) | |
Number of Options Outstanding, Ending (in shares) | 2,617,000 | 2,478,000 |
Number of Option Exercisable, Ending (shares) | 1,625,500 | |
Number of Option Vested and expected to vest, ending (in shares) | 2,617,000 | |
Weighted Average Exercise Price [Roll Forward] | ||
Weighted Average Exercise Price Outstanding, Beginning (usd per share) | $ 1.06 | |
Weighted Average Exercise Price Granted (usd per share) | 0.41 | |
Weighted Average Exercise Price Exercised (usd per share) | 0 | |
Weighted Average Exercise Price Cancelled (usd per share) | 0.66 | |
Weighted Average Exercise Price Expired (usd per share) | 1.12 | |
Weighted Average Exercise Price Outstanding, Ending (usd per share) | 0.98 | $ 1.06 |
Weighted Average Exercise Price Exercisable, Ending (usd per share) | 1.23 | |
Weighted Average Exercise Price Vested and expected to vest, ending (usd per share) | $ 0.98 | |
Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Life Outstanding, Beginning | 4 years 6 months 10 days | 4 years 11 months 6 days |
Weighted Average Remaining Life Outstanding, Ending | 4 years 6 months 10 days | 4 years 11 months 6 days |
Aggregate Intrinsic Value Outstanding, Beginning | $ 4,000 | |
Aggregate Intrinsic Value Outstanding, Ending | 0 | $ 4,000 |
Aggregate intrinsic value Exercisable | 0 | |
Aggregate Intrinsic value Vested and expected to vest | $ 0 |
Stockholders' equity (Changes i
Stockholders' equity (Changes in Company's Ownership Interest in its Subsidiary EuroSite Power) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Net Income (Loss) Attributable to Parent | $ (758,447) | $ (5,430,403) |
Deconsolidation of subsidiary | (9,876,210) | |
Transfers (to) from noncontrolling interest: | ||
Subtotal transfers (to) from noncontrolling interest | 8,988,582 | (320,386) |
Change from net loss attributable to American DG Energy Inc. and transfers (to) from noncontrolling interest | $ 8,230,135 | (5,750,789) |
Increase (Decrease) in Subsidiary Stock Held By Company, Shares | (1,320,000) | |
Subsidiary Common Stock and Warrants Sold, Shares | 12,608,696 | |
Conversion of Subsidiary Convertible Debentures into Subsidiary Common Stock, Shares | 3,909,260 | |
Additional Paid-in Capital | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Fair value of common stock issued in conjunction with exchange of EuroSite common stock | (15,250) | |
Deconsolidation of subsidiary | $ 0 | (732,116) |
Adjustment to Additional Paid in Capital, Exchange of Convertible Debt to Common Stock of Subsidiary | 7,903,292 | |
Transfers (to) from noncontrolling interest: | ||
Sale Of Common Stock Net Of Costs | 7,246,091 | |
Adjustment to Additional Paid in Capital, Conversion of Convertible Debt to Common Stock of Subsidiary | 2,420,046 | |
Noncontrolling interest share of transactions affecting subsidiary ownership | $ (8,580,847) | $ 426,980 |
Employee benefit plan (Details)
Employee benefit plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Maximum employer annual contribution per employee, percent | 4.50% | |
Company contributions to the plan during the year, dollars | $ 42,057 | $ 52,469 |
Related parties (Details)
Related parties (Details) - USD ($) | Oct. 23, 2009 | Jul. 31, 2012 | Jan. 31, 2006 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 22, 2016 |
Related Party Transaction [Line Items] | ||||||
Related party agreement, period for notice termination | 60 days | |||||
Held for sale fair value adjustment | $ (743,770) | $ 0 | ||||
Tecogen | ||||||
Related Party Transaction [Line Items] | ||||||
Purchase of investment securities from related party | 986,203 | $ 1,917,063 | ||||
Related party transactions agreement term | 1 year | |||||
Rental income related party | 4,479 | |||||
Held for sale fair value adjustment | $ 744,000 | |||||
Ilois | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions agreement term | 5 years | |||||
Co-Chief Executive Officer | Revolving Credit Facility | ||||||
Related Party Transaction [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 3,000,000 |
Fair value measurements - Fair
Fair value measurements - Fair Value of Assets on Recurring and Nonrecurring Basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total gains (losses) | $ (503,072) | $ (618,661) |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total nonrecurring fair value measurements | 0 | |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total nonrecurring fair value measurements | 0 | |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total nonrecurring fair value measurements | 637,651 | |
Fair Value, Measurements, Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total gains (losses), long-lived assets held and used | (503,072) | |
Total gains (losses), assets held for sale | (743,770) | |
Total gains (losses) | (1,246,842) | |
Fair Value, Measurements, Nonrecurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used | 0 | |
Assets held for sale | 0 | |
Total nonrecurring fair value measurements | 0 | |
Fair Value, Measurements, Nonrecurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used | 0 | |
Assets held for sale | 0 | |
Total nonrecurring fair value measurements | 0 | |
Fair Value, Measurements, Nonrecurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used | 681,577 | |
Assets held for sale | 946,883 | |
Total nonrecurring fair value measurements | 1,628,460 | |
Eurosite Power Inc | Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Equity Securities | 0 | |
Eurosite Power Inc | Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Equity Securities | 0 | |
Eurosite Power Inc | Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Equity Securities | 637,651 | |
Estimate of Fair Value Measurement | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total nonrecurring fair value measurements | 637,651 | |
Estimate of Fair Value Measurement | Fair Value, Measurements, Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used | 681,577 | |
Assets held for sale | 946,883 | |
Total nonrecurring fair value measurements | 1,628,460 | |
Estimate of Fair Value Measurement | Eurosite Power Inc | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Equity Securities | $ 637,651 |
Fair value measurements (Detail
Fair value measurements (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)trading_day | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value inputs, discount rate (percent) | 5.61% | ||
Gain attributable to distribution of nonmonetary assets to noncontrolling interest | $ 0 | $ 157,870 | |
Volatility factor (percent) | 10.00% | ||
American DG New York, LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value inputs, discount rate (percent) | 15.00% | ||
Fair value of assets transferred to AES-NJ | $ 632,016 | ||
Assets transferred to AES-NJ | $ 474,146 | ||
Gain attributable to distribution of nonmonetary assets to noncontrolling interest | $ 157,870 | ||
Fair Value, Measurements, Nonrecurring | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Impairment of long-lived assets held for use | 503,072 | ||
Impairment of assets held for sale | 743,770 | ||
Fair Value, Measurements, Nonrecurring | Level 3 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Long-lived assets held and used | 681,577 | ||
Assets held for sale | $ 946,883 | ||
Fair Value, Measurements, Recurring | Eurosite Power Inc | Level 3 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of trading days included in fair value measurement | trading_day | 24 | ||
Estimate of Fair Value Measurement | Fair Value, Measurements, Nonrecurring | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Long-lived assets held and used | $ 681,577 | ||
Assets held for sale | 946,883 | ||
Carrying Value | Fair Value, Measurements, Nonrecurring | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Long-lived assets held and used | 1,184,649 | ||
Assets held for sale | $ 1,690,653 |
Fair value measurements - Chang
Fair value measurements - Changes in Available for Sale Securities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized loss recognized in other comprehensive loss | $ (136,848) | $ 0 | |
Eurosite Power Inc | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Purchase of 300,000 shares at $0.50 per share | $ 150,000 | ||
Shares purchased (shares) | 300,000 | ||
Shares purchased (in USD per share) | $ 0.50 | ||
Eurosite Power Inc | Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carryover basis from equity method investment | $ 637,651 | ||
Fair value at December 31, 2016 | $ 637,651 | ||
Eurosite Power Inc | Carrying Value | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carryover basis from equity method investment | $ 624,499 | ||
Fair value at December 31, 2016 | $ 624,499 |
Income taxes (Loss from Operati
Income taxes (Loss from Operations) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (513,000) | $ (4,731,000) |
Foreign | (438,000) | (1,304,000) |
Loss from operations before income taxes | $ (951,000) | $ (6,035,000) |
(Reconciliation of Federal Stat
(Reconciliation of Federal Statutory Income Tax Provision To Company's Actual Provision) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Line Items] | ||
Income tax provision | $ 60,572 | $ 27,605 |
Benefit for Income Taxes | ||
Income Tax Disclosure [Line Items] | ||
Benefit at federal statutory tax rate | (323,000) | (2,052,000) |
Foreign rate differential | 70,000 | 209,000 |
UK Energy Incentives | 0 | (380,000) |
Unbenefited operating losses | 253,000 | 1,843,000 |
Provision for income taxes | 104,000 | 37,000 |
Income tax provision | $ 104,000 | $ (343,000) |
Income taxes (Schedule of Defer
Income taxes (Schedule of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 3,177,000 | $ 11,875,000 |
Accrued expenses and other | 131,000 | 57,000 |
Stock compensation | 806,000 | 1,312,000 |
Depreciation | 685,000 | 357,000 |
Deferred tax assets and liabilties, net, before valuation allowance | 4,799,000 | 13,601,000 |
Valuation allowance | (4,799,000) | (13,601,000) |
Net deferred tax asset | $ 0 | $ 0 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||
Excess stock compensation deductions related to the amount of tax deductions on restricted stock in excess of book compensation expense | $ 1,353,000 | |
Increase in valuation allowance | (8,802,000) | $ 1,685,000 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 9,850,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 4,898,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Guarantee of long-term unsecured convertible debt of EuroSite Power, Inc. | $ 0 |
Payment performance guarantee for equipment loans for EuroSite Power, Inc. | $ 322,000 |
Subsequent events Subsequent Ev
Subsequent events Subsequent Events (Details) - Co-Chief Executive Officer - USD ($) $ in Thousands | Feb. 27, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||
Interest rate | 6.00% | |
Revolving Credit Facility | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Line of credit outstanding | $ 850 | |
Interest rate | 6.00% |