We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
American DG Energy Inc. (delisted) | AMEX:ADGE | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.317 | 0.00 | 01:00:00 |
|
x
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
04-3569304
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(IRS Employer Identification No.)
|
|
|
45 First Avenue
|
|
Waltham, Massachusetts
|
02451
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non –accelerated filer
o
|
Smaller reporting company
x
|
(Do not check if a smaller reporting company)
|
|
Title of each class
|
|
Outstanding at August 11, 2016
|
Common Stock, $0.001 par value
|
|
50,684,095
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
3,164,151
|
|
|
$
|
5,587,528
|
|
Accounts receivable, net
|
819,621
|
|
|
937,706
|
|
||
Unbilled revenue
|
14,410
|
|
|
12,468
|
|
||
Due from related party
|
71,832
|
|
|
99,548
|
|
||
Inventory
|
857,050
|
|
|
1,112,853
|
|
||
Prepaid and other current assets
|
448,265
|
|
|
752,397
|
|
||
Total current assets
|
5,375,329
|
|
|
8,502,500
|
|
||
Property and equipment, net
|
17,924,686
|
|
|
25,467,049
|
|
||
Investment in EuroSite
|
6,434,676
|
|
|
—
|
|
||
Other assets, long-term
|
21,359
|
|
|
52,829
|
|
||
TOTAL ASSETS
|
$
|
29,756,050
|
|
|
$
|
34,022,378
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
265,816
|
|
|
$
|
575,248
|
|
Accrued expenses and other current liabilities
|
241,840
|
|
|
544,624
|
|
||
Due to related party
|
378,851
|
|
|
1,171,863
|
|
||
Total current liabilities
|
886,507
|
|
|
2,291,735
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Convertible debentures
|
—
|
|
|
1,585,264
|
|
||
Convertible debentures due related parties
|
8,708,960
|
|
|
17,030,070
|
|
||
Note payable - related party
|
—
|
|
|
2,000,000
|
|
||
Total liabilities
|
9,595,467
|
|
|
22,907,069
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
American DG Energy Inc. stockholders’ equity:
|
|
|
|
|
|
||
Common stock, $0.001 par value; 100,000,000 shares authorized; 50,684,095 issued and outstanding at June 30, 2016 and December 31, 2015, respectively
|
50,684
|
|
|
50,684
|
|
||
Additional paid-in capital
|
58,745,113
|
|
|
49,641,620
|
|
||
Accumulated deficit
|
(38,699,249
|
)
|
|
(40,622,774
|
)
|
||
Total American DG Energy Inc. stockholders’ equity
|
20,096,548
|
|
|
9,069,530
|
|
||
Noncontrolling interest
|
64,035
|
|
|
2,045,779
|
|
||
Total stockholders' equity
|
20,160,583
|
|
|
11,115,309
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
29,756,050
|
|
|
$
|
34,022,378
|
|
|
Three Months Ended
|
||||||
|
June 30,
2016 |
|
June 30,
2015 |
||||
Revenues
|
|
|
|
||||
Energy revenues
|
$
|
1,973,377
|
|
|
$
|
1,871,110
|
|
Turnkey & other revenues
|
138,771
|
|
|
216,017
|
|
||
|
2,112,148
|
|
|
2,087,127
|
|
||
Cost of sales
|
|
|
|
|
|
||
Fuel, maintenance and installation
|
1,307,448
|
|
|
1,367,484
|
|
||
Depreciation expense
|
572,411
|
|
|
519,858
|
|
||
|
1,879,859
|
|
|
1,887,342
|
|
||
Gross profit
|
232,289
|
|
|
199,785
|
|
||
Operating expenses
|
|
|
|
|
|
||
General and administrative
|
723,595
|
|
|
645,367
|
|
||
Selling
|
177,647
|
|
|
308,428
|
|
||
Engineering
|
234,827
|
|
|
215,077
|
|
||
|
1,136,069
|
|
|
1,168,872
|
|
||
Loss from operations
|
(903,780
|
)
|
|
(969,087
|
)
|
||
|
|
|
|
||||
Other income (expense), net
|
|
|
|
|
|
||
Interest and other income
|
8,385
|
|
|
168,167
|
|
||
Interest expense
|
(264,843
|
)
|
|
(317,650
|
)
|
||
Debt conversion expense
|
(224,782
|
)
|
|
—
|
|
||
Gain on deconsolidation
|
$3,887,098
|
|
—
|
|
|||
Change in fair value of warrant liability
|
—
|
|
|
81
|
|
||
|
3,405,858
|
|
|
(149,402
|
)
|
||
|
|
|
|
||||
Income (loss) before provision for income taxes
|
2,502,078
|
|
|
(1,118,489
|
)
|
||
Provision for income taxes
|
6,139
|
|
|
2,187
|
|
||
Consolidated net income (loss)
|
2,508,217
|
|
|
(1,116,302
|
)
|
||
(Income) loss attributable to the noncontrolling interest
|
516,503
|
|
|
(59,759
|
)
|
||
Net income (loss) attributable to American DG Energy Inc.
|
$
|
3,024,720
|
|
|
$
|
(1,176,061
|
)
|
|
|
|
|
||||
Net income (loss) per share - basic and diluted
|
$
|
0.06
|
|
|
$
|
(0.02
|
)
|
Weighted average shares outstanding - basic and diluted
|
50,684,095
|
|
|
50,655,021
|
|
|
Six Months Ended
|
||||||
|
June 30,
2016 |
|
June 30,
2015 |
||||
Revenues
|
|
|
|
||||
Energy revenues
|
$
|
4,023,378
|
|
|
$
|
4,261,457
|
|
Turnkey & other revenues
|
290,251
|
|
|
333,410
|
|
||
|
4,313,629
|
|
|
4,594,867
|
|
||
Cost of sales
|
|
|
|
|
|
||
Fuel, maintenance and installation
|
2,790,106
|
|
|
3,095,137
|
|
||
Depreciation expense
|
1,123,487
|
|
|
1,028,315
|
|
||
|
3,913,593
|
|
|
4,123,452
|
|
||
Gross profit
|
400,036
|
|
|
471,415
|
|
||
Operating expenses
|
|
|
|
|
|
||
General and administrative
|
1,401,325
|
|
|
1,506,429
|
|
||
Selling
|
331,100
|
|
|
649,121
|
|
||
Engineering
|
484,319
|
|
|
385,447
|
|
||
|
2,216,744
|
|
|
2,540,997
|
|
||
Loss from operations
|
(1,816,708
|
)
|
|
(2,069,582
|
)
|
||
|
|
|
|
||||
Other income (expense), net
|
|
|
|
|
|
||
Interest and other income
|
21,226
|
|
|
186,433
|
|
||
Interest expense
|
(601,891
|
)
|
|
(630,106
|
)
|
||
Debt conversion expense
|
(224,782
|
)
|
|
—
|
|
||
Gain on deconsolidation
|
3,887,098
|
|
|
—
|
|
||
Change in fair value of warrant liability
|
—
|
|
|
6,479
|
|
||
|
3,081,651
|
|
|
(437,194
|
)
|
||
|
|
|
|
||||
Income (loss) before provision for income taxes
|
1,264,943
|
|
|
(2,506,776
|
)
|
||
Provision for income taxes
|
(60,288
|
)
|
|
(5,168
|
)
|
||
Consolidated net income (loss)
|
1,204,655
|
|
|
(2,511,944
|
)
|
||
(Income) loss attributable to the noncontrolling interest
|
718,870
|
|
|
123,449
|
|
||
Net income (loss) attributable to American DG Energy Inc.
|
$
|
1,923,525
|
|
|
$
|
(2,388,495
|
)
|
|
|
|
|
||||
Net loss per share - basic and diluted
|
$
|
0.04
|
|
|
$
|
(0.05
|
)
|
Weighted average shares outstanding - basic and diluted
|
50,684,095
|
|
|
50,695,201
|
|
|
Six Months Ended
|
||||||
|
June 30, 2016
|
|
June 30, 2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income (loss) attributable to American DG Energy, Inc.
|
$1,923,525
|
|
$
|
(2,388,495
|
)
|
||
Loss attributable to noncontrolling interest
|
(718,870
|
)
|
|
(123,449
|
)
|
||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation
|
1,146,186
|
|
|
1,052,173
|
|
||
Gain attributable to distribution of nonmonetary assets to noncontrolling interest
|
—
|
|
|
(157,870
|
)
|
||
Gain on deconsolidation of subsidiary
|
(3,887,098
|
)
|
|
—
|
|
||
Amortization of deferred financing costs
|
23,346
|
|
|
11,637
|
|
||
Amortization of convertible debt premium
|
(41,123
|
)
|
|
(48,144
|
)
|
||
Decrease in fair value of warrant liability
|
—
|
|
|
(6,479
|
)
|
||
Non-cash interest expense
|
522,044
|
|
|
582,348
|
|
||
Stock-based compensation
|
200,541
|
|
|
280,889
|
|
||
Non-cash debt conversion expense
|
224,782
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
(Increase) decrease in:
|
|
|
|
|
|
||
Accounts receivable and unbilled revenue
|
(135,385
|
)
|
|
79,981
|
|
||
Due from related party
|
27,716
|
|
|
(2,485
|
)
|
||
Inventory
|
66,679
|
|
|
93,415
|
|
||
Prepaid and other current assets
|
276,079
|
|
|
322,700
|
|
||
Increase (decrease) in:
|
|
|
|
|
|
||
Accounts payable
|
(53,732
|
)
|
|
(54,250
|
)
|
||
Accrued expenses and other current liabilities
|
(49,658
|
)
|
|
13,537
|
|
||
Due to related party
|
(793,012
|
)
|
|
372,945
|
|
||
Other long-term liabilities
|
—
|
|
|
(2,227
|
)
|
||
Net cash provided by (used in) operating activities
|
(1,267,980
|
)
|
|
26,226
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(1,231,826
|
)
|
|
(2,295,568
|
)
|
||
Proceeds from sale of property and equipment
|
10,250
|
|
|
—
|
|
||
Partial purchase of non-controlling interest
|
—
|
|
|
(100,000
|
)
|
||
Cash balance lost through deconsolidation
|
(5,127,424
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(6,349,000
|
)
|
|
(2,395,568
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from sale of subsidiary common stock, net of cost
|
7,246,090
|
|
|
—
|
|
||
Purchases of common stock, net of costs
|
—
|
|
|
(148,510
|
)
|
||
Payment on related party note payable
|
(2,000,000
|
)
|
|
(1,000,000
|
)
|
||
Distributions to noncontrolling interest
|
(52,487
|
)
|
|
(135,582
|
)
|
||
Net cash provided by (used in) financing activities
|
5,193,603
|
|
|
(1,284,092
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(2,423,377
|
)
|
|
(3,653,434
|
)
|
||
Cash and cash equivalents, beginning of the period
|
5,587,528
|
|
|
11,825,915
|
|
||
Cash and cash equivalents, end of the period
|
$
|
3,164,151
|
|
|
$
|
8,172,481
|
|
Supplemental disclosures of cash flows information:
|
|
|
|
|
|
||
Cash paid during the period for:
|
|
|
|
|
|
||
Interest
|
$
|
66,764
|
|
|
$
|
90,871
|
|
Income taxes
|
$
|
77,498
|
|
|
$
|
35,838
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||
Distribution of nonmonetary assets
|
$
|
—
|
|
|
$
|
340,069
|
|
Conversion of convertible debentures to common stock
|
$
|
2,184,264
|
|
|
$
|
—
|
|
Conversion of convertible debentures to subsidiary common stock
|
$
|
7,910,164
|
|
|
$
|
—
|
|
Net income attributable to American DG Energy Inc.
|
$
|
1,923,525
|
|
|
|
Transfers (to) from the noncontrolling interest:
|
|
||
|
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
|
7,233,482
|
|
|
|
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
|
2,416,137
|
|
|
|
|
|
||
|
Noncontrolling interest share of transactions affecting subsidiary ownership
|
(8,525,668
|
)
|
|
Change from net income attributable to American DG Energy Inc. and transfers (to) from noncontrolling interest
|
$
|
10,950,768
|
|
|
|
December 31, 2015
|
|
Current assets
|
|
$1,450,034
|
|
Long-term assets
|
|
7,527,266
|
|
|
|
|
|
Current liabilities
|
|
699,086
|
|
Long-term liabilities
|
|
4,536,422
|
|
Exhibit Number
|
|
Description of Exhibit
|
3.1
|
–
|
Certificate of Incorporation, as amended and restated on December 9, 2009 (incorporated by reference to Exhibit 3.1 to the Company's Form S-3, as amended, as filed with the SEC on December 23, 2009)
|
|
|
|
3.2
|
–
|
Bylaws, as amended and restated August 31, 2009 (incorporated by reference to Exhibit 3.2 to the Company's Form S-3, as amended, as filed with the SEC on December 23, 2009)
|
|
|
|
4.1
|
–
|
Form of 6% Senior Unsecured Convertible Debenture Due 2018, dated May 23, 2011 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on May, 24, 2011).
|
|
|
|
4.2
|
–
|
Form of 6% Senior Unsecured Convertible Debenture Due 2018, dated November 30, 2011 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the SEC on December 2, 2011).
|
|
|
|
4.3
|
–
|
4% Senior Convertible Note Due 2017 issued by EuroSite Power Inc., dated as of February 20, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8‑K, as filed with the SEC on February 25, 2014).
|
|
|
|
4.4
|
–
|
Form of Common Stock Purchase Warrant pursuant to the Underwriting Agreement dated July 31, 2014 between the Company and Aegis Capital (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, as filed with the SEC on August 1, 2014).
|
|
|
|
4.5
|
–
|
Form of 6% Senior Unsecured Convertible Debenture Due 2018 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, as filed with the SEC on October 6, 2014).
|
|
|
|
4.6
|
–
|
Warrant Issued by American DG Energy Inc. to Purchase Shares of Common Stock of EuroSite Power Inc. Owned by It (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, as filed with the SEC on October 6, 2014).
|
|
|
|
10.1
|
–
|
Form of Convertible Note Exchange Agreement, dated May 4, 2016, (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, as filed with the SEC on May 10, 2016).
|
|
|
|
10.2
|
–
|
EuroSite Power Societe Generale Debt Guarantee, dated March 7, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, as filed with the SEC on March 11, 2016)
|
|
|
|
10.3
|
–
|
Form of Convertible Note Amendment and Conversion Agreement by and among EuroSite Power, Inc. and ___________ (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on July 7, 2016).
|
|
|
|
10.4
|
–
|
Form of Convertible Note Exchange Agreement dated August 9, 2016 between the Company and Trifon Natsis and Despina Pantopoulou (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, as filed with the SEC on August 10, 2016).
|
10.5
|
–
|
Form of Share Purchase Agreement dated August 9, 2016 among the Company, Eurosite Power, Inc.,
Jacques de Saussure, Elias Samaras, John Hatsopoulos, Trifon Natsis and Despina Pantopoulou (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K, as filed with the SEC on August 10, 2016).
|
31.2*
|
–
|
Rule 13a-14(a) Certification of Co-Chief Executive Officer
|
|
|
|
31.3*
|
–
|
Rule 13a-14(a) Certification of Chief Accounting Officer
|
|
|
|
32.1**
|
–
|
Section 1350 Certifications of Chief Executive Officer and Chief Accounting Officer
|
|
|
|
101.1*
|
–
|
The following materials from the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2016, are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements, tagged as blocks of text and in detail.
|
|
AMERICAN DG ENERGY INC.
|
|
|
|
|
|
By: /s/ JOHN N. HATSOPOULOS
|
|
|
Co-Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
Date: August 11, 2016
|
|
|
|
|
|
By: /s/ BENJAMIN M. LOCKE
|
|
|
Co-Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
Date: August 11, 2016
|
|
|
|
|
|
By: /s/ BONNIE J. BROWN
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
Date: August 11, 2016
|
|
1 Year American DG Energy Inc. (delisted) Chart |
1 Month American DG Energy Inc. (delisted) Chart |
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions