Nature of Operations, Risks, and Uncertainties | 1. Nature of Operations, Risks, and Uncertainties American Power Group Corporation (together with its subsidiaries “we”, “us” or “our”) was originally founded in 1992 and has operated as a Delaware corporation since 1995. Recent Developments During the six months ended March 31, 2017, an existing shareholder and investors affiliated with members of our Board of Directors loaned us $565,000 under short term 10% promissory notes which were subsequently converted, along with an existing $50,000 loan from an officer into the January 2017 private placement noted below. On January 27, 2017, we issued $2.6 million of 10% Subordinated Contingent Convertible Promissory Notes to several existing shareholders, members of management and investors affiliated with members of our Board of Directors. We may issue up to $395,000 in additional notes under the terms of this private placement. Unless the terms of these notes are amended through mutual agreement, these notes are automatically convertible, subject to shareholder approval of an increase in the number of authorized shares of our Common Stock from 350 million to a minimum of 600 million, into shares of a new proposed Series E 12.5% Convertible Preferred Stock at a conversion price of $100,000 per share. Each share of Series E Convertible Preferred Stock would be convertible into shares of our Common Stock at a conversion price of $0.10 per share. Upon the conversion of the notes into shares of Series E Preferred Stock, we will issue to each investor a ten-year warrant to purchase a number of shares of Common Stock equal to ten times the number of shares issuable upon conversion of the Series E Preferred Stock, exercisable at $0.10 per share. Concurrent with the closing of the financing, Neil Braverman became our new Chairman of the Board of Directors replacing Maurice Needham, who will remain as a Director. Matthew Van Steenwyk was appointed by the Board of Directors as Lead Strategic Director with more direct focus on helping to optimize the strategic marketing initiatives for the Company. In connection with this financing, WPU Leasing, LLC agreed on January 27, 2017 to defer all current and future cash interest and principal payments due under approximately $1.8 million of notes until such time as our Board of Directors determines we are in a position to resume normal payments, but no later than such time as we are EBITDA positive at a Corporate level for two consecutive quarters. In addition, WPU amended its notes, effective as of December 1, 2016, to reduce the current normal interest rate from 22.2% to 15% and eliminate the penalty interest provision. On January 27, 2017, in consideration of WPU agreements and waivers, we issued WPU’s members ten year warrants to purchase an aggregate of 3,538,172 shares of our Common Stock at an exercise price of $.10 per share. As of May 15, 2017, we have an industry-leading 503 overall approvals from the Environmental Protection Agency (“EPA”) including 47 approvals for engine families with SCR (selective catalytic reduction) technology. We believe that of the approximately 2 million Class 8 trucks operating in North America, an estimated 600,000 to 700,000 Class 8 trucks fall into the Inside Useful Life designation. We have also received State of California Air Resources Board (“CARB”) Executive Order Certifications for Volvo/Mack D-13/MP8 (2010-2013), Cummins ISX (2010-2012) and Detroit Diesel DD15 (2010-2012) engine models for the heavy-duty diesel engine families ranging from 375HP to 600HP. Nature of Operations, Risks, and Uncertainties Dual Fuel Technology Subsidiary - American Power Group, Inc. Our patented dual fuel conversion system is a unique external fuel delivery enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility, depending on the circumstances, to run on: ● Diesel fuel and compressed natural gas (CNG) or liquefied natural gas (LNG); ● Diesel fuel and pipeline gas, well-head gas or approved bio-methane; or ● 100% diesel. Our proprietary technology seamlessly displaces up to 75% (average displacement ranges from 40% to 65%) of the normal diesel fuel consumption with various forms of natural gas. Installation requires no engine modification, unlike the more expensive fuel injected alternative fuel systems in the market. By displacing highly polluting and expensive diesel fuel with inexpensive, abundant and cleaner burning natural gas, a user can: ● Reduce fuel and operating costs by 5% to 15%; ● Reduce toxic emissions such as nitrogen oxide (NOX), carbon monoxide (CO) and fine particulate emissions; and ● Enhance the engine’s operating life, since natural gas is a cleaner burning fuel source. Primary end market applications include both primary and back-up diesel generators as well as heavy-duty vehicular diesel engines. Wellhead Gas Flare Capture and Recovery Services Division - NGL Services, a division of American Power Group, Inc. When oil is extracted from shale, a mixture of hydrocarbon gases (methane, ethane, propane, butane, pentane and other heavy gases) reach the surface at each well site. These gases are either gathered in low-pressure pipelines for downstream natural gas liquids (“NGL”) and methane extraction by large mid-stream processing companies or flared into the atmosphere when the gas-gathering infrastructure is too far away (remote well sites) or the pipeline is insufficient to accommodate the volumes of associated gas (stranded well sites). Many areas in North America are facing significant state imposed penalties and restrictions associated with the elimination of flared well head gas by oil and gas production companies. In August 2015, we entered the flare gas capture and recovery business through a relationship with Trident Resources, LLC whereby Trident exclusively licensed to us its proprietary next generation NGL compression/refrigeration process. The proprietary Trident NGL capture and recovery process captures and converts a higher percent of the gases at these remote and stranded well sites, with its mobile and modular design when compared to other competitive capture technologies. NGL’s can be sold to a variety of end markets for heating, emulsifiers, or as a combined NGL liquid called Y Grade that can be sold to midstream companies who separate the liquids into their final commodities. The majority of the remaining associated gas is comprised of methane which is currently not sold but, if further processed, can produce pipeline grade natural gas for use in stationary and vehicular engines utilizing APG’s Fueled By Flare™ dual fuel solution. This process is designed to capture and separate the methane flare in order to produce a premium quality natural gas capable of being compressed and used for many natural gas applications including both stationary and vehicular APG dual fuel conversions. During the six months ended March 31, 2017, revenues from our NGL Division were $0 as we continue to market our flare capture and recovery services primarily in the Bakken region of North Dakota. Liquidity and Management’s Plans As of March 31, 2017, we had $988,559 cash and cash equivalents and a working capital deficit of $3,295,010, which reflects the inclusion of $2,600,000 of Subordinated Contingent Convertible Promissory Notes issued on January 27, 2017. The accompanying financial statements have been prepared on a basis that assumes we will continue as a going concern and that contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We continue to incur recurring losses from operations, which raises substantial doubt about our ability to continue as a going concern unless we secure additional capital to fund our operations as well as implement initiatives to reduce our cash burn in light of lower diesel/natural gas price spreads and the impact it has had on our business as well as the slower than anticipated ramp of our flare capture and recovery business. Management understands that our continued existence is dependent on our ability to generate positive operating cash flow, achieve profitability on a sustained basis and generate improved performance. We have historically funded our operations primarily through debt and equity issuances. Management is currently pursuing several additional financing options to fund our operations and believes that we will be successful in raising additional capital. No assurances can be given, however that additional capital will be available on terms acceptable to the Company or at all. The accompanying financial statements do not include any adjustments that might result from the outcome of the uncertainty. Based on the information discussed below, including the $2.6 million of additional capital received between November 2016 and January 2017, our fiscal 2017 operating plan, the cash saving initiatives that have been implemented below and anticipated cash flows from operations, including the collection of the Trident Resource’s note receivable, interest and fees of approximately $654,000 , we believe we will have sufficient resources to satisfy our cash requirements through the first quarter of fiscal 2018. In order to ensure our future viability beyond that point, management has implemented or is in the process of implementing the following actions: A. 10% Contingent Convertible Promissory Notes and Series E Convertible Preferred Stock During the three months ended December 31, 2016, an existing shareholder and investors affiliated with members of our Board of Directors loaned us $565,000 under short term 10% promissory notes which were subsequently converted, along with an existing $50,000 loan from an officer into the January 2017 private placement noted below. On January 27, 2017, we issued $2.6 million of 10% Subordinated Contingent Convertible Promissory Notes to several existing shareholders, members of management and investors affiliated with members of our Board of Directors. We may issue up to $395,000 in additional notes under the terms of this private placement. These notes are automatically convertible, subject to shareholder approval of an increase in the number of authorized shares of our Common Stock from 350 million to a minimum of 600 million, into shares of a new proposed Series E 12.5% Convertible Preferred Stock at a conversion price of $100,000 per share. Each share of Series E Convertible Preferred Stock would be convertible into shares of our Common Stock at a conversion price of $0.10 per share. Upon the conversion of the notes into shares of Series E Preferred Stock, we will issue to each investor a ten-year warrant to purchase a number of shares of Common Stock equal to ten times the number of shares issuable upon conversion of the Series E Preferred Stock, exercisable at $0.10 per share. B. Deferment of WPU Leasing Payments and Cash Dividend Payments In connection with the financing discussed above, WPU Leasing, LLC agreed to defer all current and future cash interest and principal payments due under approximately $1.8 million of notes until such time as our Board of Directors determines we are in a position to resume normal payments but no later than such time as we are EBITDA positive at a Corporate level for two consecutive quarters. In addition, WPU amended its notes, effective as of December 1, 2016, to reduce the current normal interest rate from 22.2% to 15% and eliminate the penalty interest provision. On January 27, 2017, in consideration of WPU agreements and waivers, we issued WPU’s members ten year warrants to purchase an aggregate of 3,538,172 shares of our Common Stock at an exercise price of $.10 per share. These changes will reduce our cash outflow commitments by approximately $760,000 on an annual basis. Our Board of Directors has determined that our cash resources are not currently sufficient to permit the payment of cash dividends with respect of our Convertible Preferred Stock and suspended the payment of cash dividends, commencing with the dividend payable on September 30, 2015. During the six months ended March 31, 2017 certain stockholders agreed to accept 2,820,472 shares of Common Stock valued at approximately $358,000 in lieu of cash dividends, representing 52% of all dividends due during the period, and 1,073,627s hares of Common Stock valued at $141,000 for dividends due in previous fiscal periods. Since September 30, 2015, we have issued shares of our Common Stock valued at approximately $2.3 million in lieu of cash dividends and have approximately $512,000 in accrued dividends at March 31, 2017. C. New Iowa State Bank Credit Facility In September 2016, we entered into a new $3 million ten year term loan agreement and a new $500,000 working capital line of credit with Iowa State Bank in which we refinanced approximately $2,835,000 due to the bank under existing loan agreements. In conjunction with the new credit facility, Iowa State Bank reduced our interest rate on both loans from a minimum of 8% to 4% on the term loan (for the initial three years) based on the Wall Street Journal U.S. Prime plus 0.5% (4.5% at March 31, 2017) on the working capital line. We had no additional availability under our working capital line at March 31, 2017. D. Amendment of Trident Promissory Note In December 2015, we amended the terms of the $1.716 million of secured notes payable to Trident Resources so that we are not required to make payments under the note until such time as the two NGL processing systems purchased from Trident are producing a minimum of 200,000 gallons of saleable product on a monthly basis. The original notes would have required cumulative payments through March 2017 of approximately $1.03 million. Based on our fiscal 2017 operating plan this amendment is expected to save us approximately $342,000 during fiscal 2017 as compared to the original terms. |