UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013March 31, 2014
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 333-178697001-36103
 
TECOGEN INC.
(Exact name of Registrant as specified in its charter)
Delaware04-3536131
(State or Other Jurisdiction of Incorporation or Organization)(IRS Employer Identification No.)
 
45 First Avenue 
Waltham, Massachusetts02451
(Address of Principal Executive Offices)(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (781) 622-1120


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý    No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer o
Accelerated filer o
Non –accelerated filer o
Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No ý
 
Title of each class Outstanding, September 30, 2013March 31, 2014
Common Stock, $0.001 par value 13,574,47415,161,600
 
 


TECOGEN INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2013MARCH 31, 2014
TABLE OF CONTENTS
 
PART I - FINANCIAL INFORMATION
   
Item 1.
Financial Statements
1
 
Condensed Consolidated Balance Sheets - September 30, 2013March 31, 2014 (unaudited) and December 31, 20122013
1
 
Condensed Consolidated Statements of Operations - Three Months Ended September 30,March 31, 2014 and March 31, 2013 and September 30, 2012 (unaudited)
2
 
Condensed Consolidated Statements of Operations - Nine Months Ended September 30, 2013 and September 30, 2012 (unaudited)
3
Condensed Consolidated Statement of Stockholders' Equity - For the NineThree Months Ended September 30,March 31, 2014 (unaudited)
3
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2014 and March 31, 2013 (unaudited)
4
 
Notes to Condensed Consolidated Financial Statements of Cash Flows - Nine Months Ended September 30, 2013 and September 30, 2012 (unaudited)
5
   
Notes to Condensed Consolidated Financial Statements
Item 2.
6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
   
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
21
Item 4.
Controls and Procedures
21
PART II - OTHER INFORMATION
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
22
Item 6.
Exhibits
23
   
Item 4.Controls and Procedures
24Signatures
PART II - OTHER INFORMATION
Item 1A.Risk Factors
26
Item 6.Exhibits
26
Item 5.Other information
26
Signatures 
2723

References in this Form 10-Q to "we", "us", "our"', the "Company" and "Tecogen" refers to Tecogen Inc. and its consolidated subsidiary, unless otherwise noted.

TECOGEN INC.

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 30, 2013March 31, 2014 and December 31, 20122013 
(unaudited)
September 30, 2013 December 31, 2012March 31, 2014 December 31, 2013
ASSETS 
  
 
  
Current assets: 
  
 
  
Cash and cash equivalents$492,734
 $1,572,785
$1,946,891
 $7,713,899
Short-term investments-restricted—
 181,859
Short-term investments, restricted583,720
 —
Accounts receivable, net2,301,012
 2,700,243
4,249,889
 3,740,885
Unbilled revenue140,081
 —
718,108
 646,398
Inventory, net4,335,207
 3,356,622
3,473,257
 3,343,793
Due from related party—
 55,837
306,305
 —
Deferred financing costs134,234
 140,433
Prepaid and other current assets530,519
 402,846
475,888
 340,013
Total current assets7,799,553
 8,270,192
11,888,292
 15,925,421
   
Property, plant and equipment, net644,983
 435,612
634,560
 638,026
Intangible assets, net904,605
 372,020
969,777
 953,327
Goodwill40,870
 —
40,870
 40,870
Other assets72,425
 39,425
40,425
 72,425
TOTAL ASSETS$9,462,436
 $9,117,249
$13,573,924
 $17,630,069
      
LIABILITIES AND STOCKHOLDERS’ EQUITY 
  
 
  
Current liabilities: 
  
 
  
Demand notes payable, related party$2,537,500
 $1,337,500
Current portion of convertible debentures, related party90,967
 90,967
Demand notes payable and line of credit, related party$—
 $2,950,000
Senior convertible promissory note, related party3,000,000
 3,000,000
Accounts payable2,897,641
 1,151,010
1,864,044
 2,338,046
Accrued expenses1,091,277
 807,922
1,407,452
 1,139,554
Deferred revenue909,575
 677,919
1,008,248
 613,915
Due to related party396,328
 —
—
 119,667
Interest payable, related party198,723
 126,170
—
 198,450
Total current liabilities8,122,011
 4,191,488
7,279,744
 10,359,632
   
Long-term liabilities: 
  
 
  
Deferred revenue, net of current portion182,024
 142,726
262,701
 204,544
Total liabilities8,304,035
 4,334,214
7,542,445
 10,564,176
      
Commitments and contingencies (Note 5)

 



 

Redeemable Common stock, $0.001 par value—
 —
      
Stockholders’ equity: 
  
 
  
Tecogen Inc. shareholders’ equity: 
  
 
  
Common stock, $0.001 par value; 100,000,000 shares authorized; 13,574,474 and 13,611,974 issued and outstanding at September 30, 2013 and December 31, 2012, respectively54,298
 54,448
Common stock, $0.001 par value; 100,000,000 shares authorized; 15,161,600 and 15,155,200 issued and outstanding at March 31, 2014 and December 31, 2013, respectively15,162
 15,155
Additional paid-in capital16,327,096
 16,319,985
22,508,013
 22,463,996
Accumulated deficit(15,098,275) (11,759,723)(16,229,257) (15,209,212)
Total Tecogen Inc. stockholders’ equity1,283,119
 4,614,710
6,293,918
 7,269,939
Noncontrolling interest(124,718) 168,325
(262,439) (204,046)
Total stockholders’ equity1,158,401
 4,783,035
6,031,479
 7,065,893
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$9,462,436
 $9,117,249
$13,573,924
 $17,630,069
 The accompanying notes are an integral part of these consolidated financial statements. 

1
TECOGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 2013March 31, 2014 and2012
 (unaudited)
 2013 2012
Revenues 
  
Products$779,455
 $1,354,013
Services2,113,785
 1,698,543
 2,893,240
 3,052,556
Cost of sales 
  
Products571,803
 846,679
Services1,228,805
 1,021,453
 1,800,608
 1,868,132
    
Gross profit1,092,632
 1,184,424
    
Operating expenses 
  
General and administrative1,697,330
 1,493,652
Selling488,895
 450,305
Aborted public offering costs320,924
 —
 2,507,149
 1,943,957
    
Loss from operations(1,414,517) (759,533)
    
Other income (expense) 
  
Interest and other income7,256
 10,214
Interest expense(45,072) (17,802)
 (37,816) (7,588)
    
Loss before income taxes(1,452,333) (767,121)
Consolidated net loss(1,452,333) (767,121)
    
Less: Loss attributable to the noncontrolling interest64,654
 92,516
Net loss attributable to Tecogen Inc.$(1,387,679) $(674,605)
    
Net loss per share - basic and diluted$(0.11) $(0.05)
    
Weighted average shares outstanding - basic and diluted13,212,894
 13,166,080
The accompanying notes are an integral part of these consolidated financial statements.
��


2
TECOGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months EndedSeptember 30, 2013 and 2012
 (unaudited)
 2013 2012
Revenues 
  
Products$3,639,974
 $4,191,439
Services6,103,044
 5,498,545
 9,743,018
 9,689,984
Cost of sales 
  
Products2,793,743
 2,803,296
Services3,930,806
 2,900,211
 6,724,549
 5,703,507
    
Gross profit3,018,469
 3,986,477
    
Operating expenses 
  
General and administrative5,168,315
 4,851,398
Selling1,054,366
 915,842
Aborted public offering costs320,924
 —
 6,543,605
 5,767,240
    
Loss from operations(3,525,136) (1,780,763)
    
Other income (expense) 
  
Interest and other income13,793
 38,380
Interest expense(104,836) (53,406)
 (91,043) (15,026)
    
Loss before income taxes(3,616,179) (1,795,789)
Consolidated net loss(3,616,179) (1,795,789)
    
Less: Loss attributable to the noncontrolling interest277,627
 285,898
Net loss attributable to Tecogen Inc.$(3,338,552) $(1,509,891)
    
Net loss per share - basic and diluted$(0.25) $(0.11)
    
Weighted average shares outstanding - basic and diluted13,212,894
 13,166,080

The accompanying notes are an integral part of these consolidated financial statements.


3
TECOGEN INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
For the Nine Months EndedSeptember 30, 2013
 (unaudited)
 Tecogen Inc.    
 
Common
Stock
0.001
Par Value
 
Additional
Paid-In
Capital
 
Accumulated
Deficit
 
Noncontrolling
Interest
 Total
Balance at December 31, 2012$54,448
 $16,319,985
 $(11,759,723) $168,325
 $4,783,035
Forfeiture of restricted stock grant(150) —
 —
 (200) (350)
Stock based compensation expense—
 7,111
 —
 (15,216) (8,105)
Net loss—
 —
 (3,338,552) (277,627) (3,616,179)
Balance at September 30, 2013$54,298
 $16,327,096
 $(15,098,275) $(124,718) $1,158,401
 2014 2013
Revenues 
  
Products$1,944,776
 $2,052,665
Services2,270,981
 1,993,653
 4,215,757
 4,046,318
Cost of sales 
  
Products1,404,439
 1,588,668
Services1,385,092
 1,345,686
 2,789,531
 2,934,354
    
Gross profit1,426,226
 1,111,964
    
Operating expenses 
  
General and administrative2,052,126
 1,791,703
Selling421,620
 279,370
 2,473,746
 2,071,073
    
Loss from operations(1,047,520) (959,109)
    
Other income (expense) 
  
Interest and other income3,085
 3,946
Interest expense(34,770) (23,377)
 (31,685) (19,431)
    
Loss before income taxes(1,079,205) (978,540)
Consolidated net loss(1,079,205) (978,540)
    
Less: Loss attributable to the noncontrolling interest59,160
 118,147
Net loss attributable to Tecogen Inc.$(1,020,045) $(860,393)
    
Net loss per share - basic and diluted$(0.07) $(0.07)
    
Weighted average shares outstanding - basic and diluted14,796,413
 13,212,894
 
The accompanying notes are an integral part of these consolidated financial statements.
 


42
TECOGEN INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
For the Three Months EndedMarch 31, 2014
 (unaudited)
 Tecogen Inc.    
 
Common
Stock
0.001
Par Value
 
Additional
Paid-In
Capital
 
Accumulated
Deficit
 
Noncontrolling
Interest
 Total
Balance at December 31, 2013$15,155
 $22,463,996
 $(15,209,212) $(204,046) $7,065,893
Sale of restricted common stock2
 6,298
 —
 —
 6,300
Exercise of stock options5
 5,995
 —
 —
 6,000
Stock based compensation expense—
 31,724
 —
 767
 32,491
Net loss—
 —
 (1,020,045) (59,160) (1,079,205)
Balance at March 31, 2014$15,162
 $22,508,013
 $(16,229,257) $(262,439) $6,031,479
The accompanying notes are an integral part of these consolidated financial statements.


3
TECOGEN INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the NineThree Months Ended September 30, 2013March 31, 2014 and 2012
2013
(unaudited)
2013 20122014 2013
CASH FLOWS FROM OPERATING ACTIVITIES: 
  
 
  
Net loss$(3,616,179) $(1,795,789)$(1,079,205) $(978,540)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization194,260
 150,751
85,601
 55,857
Provision (recovery) for losses on accounts receivable(34,700) —
Provision (recovery) for inventory reserve—
 5,800
Recovery (provision) for losses on accounts receivable50,600
 (8,900)
Stock-based compensation(8,105) 232,828
32,491
 57,638
Non-cash interest expense—
 6,100
Changes in operating assets and liabilities      
(Increase) decrease in:      
Short-term investments(202) (4,497)—
 (202)
Accounts receivable433,931
 (538,435)(559,604) (306,849)
Unbilled revenue(71,710) (354,625)
Inventory(961,185) (1,483,876)(129,464) (49,077)
Unbilled revenue(140,081) —
Due from related party55,837
 (141,725)(306,305) 55,837
Prepaid expenses and other current assets(127,673) (332,751)(135,875) 92,803
Other assets(33,000) —
32,000
 —
Increase (decrease) in:      
Accounts payable1,746,631
 93,426
(474,002) 310,898
Accrued expenses283,355
 (123,372)267,898
 198,618
Deferred revenue270,954
 329,771
452,490
 (110,511)
Due to related party396,328
 —
(119,667) 760,535
Interest payable, related party72,553
 47,306
(198,450) 20,802
Net cash used in operating activities(1,467,276) (3,554,463)(2,153,202) (255,716)
CASH FLOWS FROM INVESTING ACTIVITIES: 
  
 
  
Purchases of property and equipment(163,824) (172,587)(55,964) (313,002)
Purchases of intangible assets(332,862) (92,965)(36,422) (323,391)
Cash paid for asset acquisition(497,800) —
Purchases of short-term investments—
 506,345
(583,720) —
Sale of short-term investments182,061
 —
Net cash provided by (used in) investing activities(812,425) 240,793
Net cash used in investing activities(676,106) (636,393)
CASH FLOWS FROM FINANCING ACTIVITIES: 
  
 
  
Proceeds from issuance of demand notes payable, related party1,200,000
 —
Proceeds from issuance of restricted stock—
 480,000
Payments made on demand notes payable and line of credit to related parties(2,950,000) —
Exercise of stock options6,300
 —
Proceeds from sale of subsidiary common stock—
 500,000
6,000
 —
Purchase of unvested restricted stock(350) —
Net cash provided by (used in) financing activities1,199,650
 980,000
(2,937,700) —
Net increase (decrease) in cash and cash equivalents(1,080,051) (2,333,670)(5,767,008) (892,109)
Cash and cash equivalents, beginning of the period1,572,785
 3,018,566
7,713,899
 1,572,785
Cash and cash equivalents, end of the period$492,734
 $684,896
$1,946,891
 $680,676
Supplemental disclosures of cash flows information: 
  
 
  
Cash paid for asset acquisition:   
Inventory$17,400
 $—
Property and equipment$199,530
 $—
Intangible assets$240,000
 $—
Goodwill$40,870
 $—
Non-cash investing and financing activities: 
  
Interest paid$7,235
 $—
Cash paid for interest$233,220
 $—

The accompanying notes are an integral part of these consolidated financial statements. 

54
TECOGEN INC.

Notes to Interim Unaudited Condensed Consolidated Financial Statements for the NineThree Months Ended September 30, 2013March 31, 2014
Note 1 – Description of business and summary of significant accounting policies

Description of business
Tecogen Inc. (the “Company”) (a Delaware Corporation) was organized on November 15, 2000, and acquired the assets and liabilities of the Tecogen Products division of Thermo Power Corporation. The Company produces commercial and industrial, natural-gas-fueled engine-driven, combined heat and power (CHP) products that reduce energy costs, decrease greenhouse gas emissions and alleviate congestion on the national power grid. The Company’s products supply electric power or mechanical power for cooling, while heat from the engine is recovered and purposefully used at a facility. The majority of the Company’s customers are located in regions with the highest utility rates, typically California, the Midwest and the Northeast.
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and therefore do not include all information and notes necessary for a complete presentation of our financial position, results of operations and cash flows, in conformity with generally accepted accounting principles. We filed audited financial statements which included all information and notes necessary for such presentation for the two years ended December 31, 20122013 in conjunction with our 20122013 Annual Report on Form 10-K, or our Annual Report, filed with the Securities and Exchange Commission, or SEC, on March 27, 2013.31, 2014 and amended on April 1, 2014. This form 10-Q should be read in conjunction with that Form 10-K.our Annual Report.

The accompanying unaudited consolidated balance sheets, statements of operations and statements of cash flows reflect all adjustments (consisting only of normal recurring items) which are, in the opinion of management, necessary for a fair presentation of financial position at September 30, 2013March 31, 2014, and of operations and cash flows for the interim periods ended September 30, 2013March 31, 2014 and 20122013. The results of operations for the interim periods ended September 30, 2013March 31, 2014 are not necessarily indicative of the results to be expected for the year.

The accompanying consolidated financial statements include the accounts of the Company and its 65.0% owned subsidiary Ilios, whose business focus is on advanced heating systems for commercial and industrial applications. With the inclusion of unvested restricted stock awards, the Company's owns 63.7% of Ilios.
The Company’s operations are comprised of one business segment. Our business is to manufacture and support highly efficient CHP products based on engines fueled by natural gas.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Generally, sales of cogeneration and chiller units and parts are recognized when shipped and services are recognized over the term of the service period. Payments received in advance of services being performed are recorded as deferred revenue.
Infrequently, the Company recognizes revenue in certain circumstances before delivery has occurred (commonly referred to as bill and hold transactions). In such circumstances, among other things, risk of ownership has passed to the buyer, the buyer has made a written fixed commitment to purchase the finished goods, the buyer has requested the finished goods be held for future delivery as scheduled and designated by them, and no additional performance obligations exist by the Company. For these transactions, the finished goods are segregated from inventory and normal billing and credit terms are granted. For the ninethree months ended September 30, 2013March 31, 2014 and 20122013 no revenues were recorded as bill and hold transactions.

6
TECOGEN INC.

For those arrangements that include multiple deliverables, the Company first determines whether each service or deliverable meets the separation criteria of FASB ASC 605-25, Revenue Recognition—Multiple-Element Arrangements. In general, a deliverable (or a group of deliverables) meets the separation criteria if the deliverable has stand-alone value to the customer and if the arrangement includes a general right of return related to the delivered item and delivery or performance of the undelivered item(s) is considered probable and substantially in control of the Company. Each deliverable that meets the separation criteria is considered a separate ‘‘unit of accounting”. The Company allocates the total arrangement consideration to each unit of accounting using the relative fair value method. The amount of arrangement consideration that is allocated to a delivered unit of accounting is limited to the amount that is not contingent upon the delivery of another unit of accounting.

5
TECOGEN INC.

When vendor-specific objective evidence or third-party evidence is not available, adopting the relative fair value method of allocation permits the Company to recognize revenue on specific elements as completed based on the estimated selling price. The Company generally uses internal pricing lists that determine sales prices to external customers in determining its best estimate of the selling price of the various deliverables in multiple-element arrangements. Changes in judgments made in estimating the selling price of the various deliverables could significantly affect the timing or amount of revenue recognition. The Company enters into sales arrangements with customers to sell its cogeneration and chiller units and related service contracts and occasionally installation services. Based on the fact that the Company sells each deliverable to other customers on a stand-alone basis, the company has determined that each deliverable has a stand-alone value. Additionally, there are no rights of return relative to the delivered items; therefore, each deliverable is considered a separate unit of accounting.
After the arrangement consideration has been allocated to each unit of accounting, the Company applies the appropriate revenue recognition method for each unit of accounting based on the nature of the arrangement and the services included in each unit of accounting. Cogeneration and chiller units are recognized when shipped and services are recognized over the term of the applicable agreement, or as provided when on a time and materials basis.

In some cases, our customers may choose to have the Company engineer and install the system for them rather than simply purchase the cogeneration and/or chiller units. In this case, the Company accounts for revenue, or turnkey revenue, and costs using the percentage-of-completion method of accounting. Under the percentage-of-completion method of accounting, revenues are recognized by applying percentages of completion to the total estimated revenues for the respective contracts. Costs are recognized as incurred. The percentages of completion are determined by relating the actual cost of work performed to date to the current estimated total cost at completion of the respective contracts. When the estimate on a contract indicates a loss, the Company’s policy is to record the entire expected loss, regardless of the percentage of completion. During the ninethree months ended September 30,March 31, 2014 and 2013, a loss of approximately $300,000$217,000 and $300,000 was recorded.recorded, respectively. 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.

Presentation of Sales Taxes
The Company reports revenues net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions.
Shipping and Handling Costs
The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales.
Advertising Costs
The Company expenses the costs of advertising as incurred. For the ninethree months ended September 30, 2013March 31, 2014 and 2012,2013, advertising expense was approximately $147,000$48,000 and $133,000$29,000, respectively.

Cash and Cash Equivalents
The Company considers all highly liquid instruments with an original maturity date, at date of purchase, of three months or less to be cash and 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.


7
TECOGEN INC.

Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. The Company's cash equivalents are placed with certain financial institutions and issuers. As of September 30, 2013March 31, 2014, the Company had a balance of $144,0912,248,969 in cash and cash equivalents and short-term investments that exceeded the Federal Deposit Insurance Corporation’s (“FDIC”) general deposit insurance limit of $250,000.

Short-Term Investments
Short-term investments consist of certificates of deposit with maturities of greater than three months but less than one year. Certificates of deposits are recorded at fair value.

Accounts Receivable
Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and management’s evaluation of outstanding accounts receivable at the end of the year. Bad debts are written off against the allowance when identified. At September 30, 2013March 31, 2014 and December 31, 20122013 the allowance for doubtful accounts was $119,700103,800 and $154,400, respectively.

6
TECOGEN INC.

Inventory
Raw materials, work in process, and finished goods inventories are stated at the lower of cost, as determined by the average cost method, or net realizable value. The Company periodically reviews inventory quantities on hand for excess and/or obsolete inventory based primarily on historical usage, as well as based on estimated forecast of product demand. Any reserves that result from this review are charged to cost of sales.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the asset, which range from three to fifteen years. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the assets or the term of the related leases. Expenditures for maintenance and repairs are expensed currently, while renewals and betterments that materially extend the life of an asset are capitalized.

Intangible Assets

Intangible assets subject to amortization include costs incurred by the Company to acquire developed technology discussed in Note 10,9, product certifications and certain patent costs. These costs are amortized on a straight-line basis over the estimated economic life of the intangible asset. The Company reviews intangible assets for impairment when the circumstances warrant.

Goodwill

The Company's goodwill was recorded as a result of the Company's asset acquisition discussed in Note 9. The Company has recorded this transaction using the acquisition method of accounting. The Company tests its recorded goodwill for impairment on an annual basis, or more often if indicators of potential impairment exist, by determining if the carrying value of the Company's single reporting unit exceeds its estimated fair value. Factors that could trigger an interim impairment test include, but are not limited to, underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the Company's overall business, significant negative industry or economic trends and a sustained period where market capitalization, plus an appropriate control premium, is less than stockholders' equity. During the first ninethree months of 20132014 the Company determined that no interim impairment test was necessary. Goodwill will be assessed for impairment at least annually or when there are indicators of potential impairment.


8
TECOGEN INC.

Common Stock

The Company's common stock was split one-for-four in a reverse stock split effective July 22, 2013. The effect of this reverse stock split has been retroactively applied to per share data and common stock information.

Impairment of long-lived assets

Long-lived assets are evaluated for impairment whenever events or changes in circumstances have indicated that an asset may not be recoverable and are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest charges) is less than the carrying value of the assets, the assets will be written down to the estimated fair value and such loss is recognized in income from continuing operations in the period in which the determination is made. Management determined that no impairment of long-lived assets existed as of September 30, 2013March 31, 2014.

Off Balance Sheet Arrangements

On July 22, 2013, the Company’s Chief Executive Officer personally pledged to support a bank credit facility of $1,055,000 to support bank guarantees issued on certain construction contracts.
Research and Development Costs/Grants
Internal research and development expenditures are expensed as incurred. Proceeds from certain grants and contracts with governmental agencies and their contractors to conduct research and development for new CHP technologies or to improve or enhance existing technology is recorded as an offset to the related research and development expenses. These grants and contracts are paid on a cost reimbursement basis provided in the agreed upon budget, with 10% retainage held to the end of the contract period. For the ninethree months endedSeptember 30, 2013 and 2012March 31, 2013, amounts received were approximately $115,150 and $101,40067,000, respectively, which offset the Company’s total research and development expenditures for each of the respective periods. As of September 30, 2013$160,981. For the three months ended March 31, 2014, no amounts were received from grants and December 31, 2012, retainage receivable was approximatelycontracts from governmental agencies to offset research and development costs of $138,350203,425. Research and $154,700, respectively.development costs were included in general and administrative expenses in the accompanying consolidated statements of operations.

7
TECOGEN INC.

Stock-Based Compensation

Stock based compensation cost is measured at the grant date based on the estimated fair value of the award and is recognized as an expense in the consolidated statements of operations over the requisite service period. The fair value of stock options granted is estimated using the Black-Scholes option pricing valuation model. The Company recognizes compensation on a straight-line basis for each separately vesting portion of the option award. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. The determination of the fair value of share-based payment awards is affected by the Company’s stock price. Since the Company is not actively traded, the Company considered the sales price of the Common Stock in private placements to unrelated third parties as a measure of the fair value of its Common Stock. 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 4 – Stock-based compensation”.)
Loss per Common Share
The Company computes basic loss per share by dividing net loss for the period by the weighted-average number of shares of Common Stock outstanding during the period. The Company computes its diluted earnings per common share using the treasury stock method. For purposes of calculating diluted earnings per share, the Company considers its shares issuable in connection with the convertible debentures, stock options and warrants to be dilutive Common Stock equivalents when the exercise/conversion price is less than the average market price of our Common Stock for the period.

Other Comprehensive Net Loss 

The comprehensive net loss for the three and nine month periods ended September 30, 2013March 31, 2014 and 20122013 does not differ from the reported loss.


9
TECOGEN INC.

Segment Information
The Company reports segment data based on the management approach. The management approach designates the internal reporting that is used by management for making operating and investment decisions and evaluating performance as the source of the Company's reportable segments. The Company uses one measurement of profitability and does not disaggregate its business for internal reporting. The Company has determined that it operates in one business segment which manufactures and supports highly efficient CHP products based on engines fueled by natural gas. 

The following table summarizes net revenue by product line and services for the three and nine month periodsmonths ended September 30, 2013March 31, 2014 and 20122013:
Three Months Ended Nine Months Ended2014 2013
September 30
2013		 September 30
2012		 September 30
2013		 September 30
2012
Products:       
Products   
Cogeneration$706,098
 $1,070,013
 $2,441,740
 $2,687,769
$1,154,269
 $1,278,156
Chiller73,357
 284,000
 1,198,234
 1,503,670
790,507
 774,509
Total Product Revenue779,455
 1,354,013
 3,639,974
 4,191,439
1,944,776
 2,052,665
       
Services2,113,785
 1,698,543
 6,103,044
 5,498,545
   
$2,893,240
 $3,052,556
 $9,743,018
 $9,689,984
Service contracts1,772,981
 1,745,946
Installations498,000
 247,707
Total Service Revenue2,270,981
 1,993,653
Total Revenue$4,215,757
 $4,046,318
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. The current or deferred tax consequences of transactions are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable currently or in future years. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities and expected future tax consequences of events that have been included in the financial statements or tax returns using enacted tax rates in effect for the years in which the differences are expected to reverse. Under this method, a valuation allowance is used to offset deferred taxes if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets may not be realized. Management evaluates the recoverability of deferred taxes and the adequacy of the valuation allowance annually.

8
TECOGEN INC.

The Company follows the provisions of the accounting standards relative to accounting for uncertainties in tax positions. These provisions provide guidance on the recognition, de-recognition and measurement of potential tax benefits associated with tax positions. The Company elected to recognize interest and penalties related to income tax matters as a component of income tax expense in the statements of operations. There was no impact on the financial statements as a result of this guidance.

Reclassification
Certain prior period balances have been reclassified to conform with current period presentation. As a result, installation revenue is broken out in the schedule of net revenue by product line and services above; in the prior period this revenue was included in services.
Note 2 – Loss per common share
All shares issuable for both periods were anti-dilutive because of the reported net loss. Basic and diluted loss per share for the three and nine month periodsmonths ended September 30, 2013March 31, 2014 and 20122013, respectively, were as follows: 
Three Months Ended Nine Months EndedThree Months Ended
September 30
2013		 September 30
2012		 September 30, 2013 September 30, 2012March 31
2014		 March 31
2013
Loss available to stockholders$(1,387,679) $(674,605) $(3,338,552) $(1,509,891)$(1,020,045) $(860,393)
          
Weighted average shares outstanding - Basic and diluted13,212,894
 13,166,080
 13,212,894
 13,166,080
14,796,413
 13,212,894
Basic and diluted loss per share$(0.11) $(0.05) $(0.25) $(0.11)$(0.07) $(0.07)
          
Anti-dilutive shares underlying stock options outstanding1,134,000
 1,095,250
 1,134,000
 1,095,250
1,186,325
 1,095,250
Anti-dilutive convertible debentures75,806
 75,806
 75,806
 75,806
555,556
 75,806

10
TECOGEN INC.

Note 3 – Demand notes payable, convertible debentures and line of credit agreement – related party
Demand notes payable to related parties consist
At December 31, 2013, demand notes payable and line of credit to related parties consisted of various demand notes outstanding to stockholders totaling $2,537,5002,950,000 at September 30, 2013 and $1,337,500 at . As of December 31, 2012. The primary lender is2013, John N. Hatsopoulos, the company’s Chief Executive Officer, who holds $1,300,000held all of the demand notes. The demand notes accrueaccrued interest annually at rates ranging from 5% to 6%. Unpaid principal and interest on the demand notes iswas due upon demand. The outstanding principal balance of these notes, together with accrued interest was paid during the three month period ended
March 31, 2014.
On September 24, 2001, the Company entered into subscription agreements with three investors for the sale of convertible debentures in the aggregate principal amount of $330,000. The primary investors were George N. Hatsopoulos, a member of the board of directors, who subscribed for $200,000 of the debentures and John N. Hatsopoulos, the Company’s Chief Executive Officer, who subscribed for $100,000 of the debentures. The debentures accrue interest at a rate of 6% per annum and are due six years from issuance date. The debentures are convertible, at the option of the holder, into a number of shares of Common Stock as determined by dividing the original principal amount plus accrued and unpaid interest by a conversion price of $1.20. On September 24, 2011 the remaining holders of the Company's convertible debentures agreed to amend the terms of the debentures and extend the due date from September 24, 2011 to September 24, 2013.
On May 11, 2009 the Company sold 1,400,000 shares in Ilios at $0.50 per share to George Hatsopoulos and John Hatsopoulos in exchange for the extinguishment of $427,432 in demand notes payable, $109,033 in convertible debentures and $163,535 in accrued interest. The difference between the Company’s purchase price of the Ilios shares and the amount of debt forgiveness was recorded as additional paid-in capital.

At On September 30, 20132009, Joseph J. Ritchie elected to convert $30,000 of the outstanding principal amount of the debenture, plus accrued interest of $14,433, into 37,028 shares of Common Stock at a conversion price of $1.20 per share.
On September 30, 2012, certain holders of the debentures converted the principal amount of $100,000 and accrued interest in the amount of $6,100 into 85,242 shares of the Company's Common Stock. At December 31, 2012, there were 75,806 shares of common stock issuable upon conversion of the Company’s outstanding convertible debentures. AtSeptember 30, 2013 and December 31, 2012, the principal amount of the Company’s convertible debentures was $90,967 which was due on October 31,September 24, 2013.
On October 18, 2013, the convertibleremaining holder of the debentures, wereGeorge N. Hatsopoulos, converted the principal balance of $90,967 into 75,806 shares of the Company's common stock at a conversion price of $1.20 per share. In addition, Mr. Hatsopoulos requested that the accrued interest earned in 2012 in the amount of $6,913 be converted into 2,161shares of the Company's common

9
TECOGEN INC.

stock at a conversion price of $3.20 per share and that the accrued interest earned on or after January 1, 2013 in the amount of $4,367 be converted into 970 shares of the Company's common stock as discussed in Note 11.at a conversion price of

$4.50 per share.
On March 25, 2013, the Company entered into a Revolving Line of Credit Agreement, or the Credit Agreement, with John N. Hatsopoulos, our Chief Executive Officer. Under the terms of the Credit Agreement, as amended on August 13, 2013, Mr. Hatsopoulos has agreed to lend the Company up to an aggregate of $1,500,000, from time to time, at the written request of the Company. Any amounts borrowed by the Company pursuant to the Credit Agreement will bear interest at the Bank Prime Rate as quoted from time to time in the Wall Street Journal plus 1.5% per year. Repayment of the principal amount borrowed pursuant to the Credit Agreement will bewas due on March 31,1, 2014. In addition, the company may prepay accrued interest, provided that prepayment may not be made prior to January 1, 2014.The Credit Agreement terminates on March 31, 2014. As of September 30,March 31, 2014, the outstanding principal balance was fully paid.
On December 23, 2013, the company entered into a Senior Convertible Promissory Note (the "Note") with Michaelson Capital Special Finance Fund LP, ("Michaelson"), for the principal amount of $3,000,000 with interest at 4% per annum for a term of three years. In the event of default such interest rate shall accrue at 8% after the occurrence of the event of default and during continuance plus 2% after the occurrence and during the continuance of any other event of default. The Note is a senior unsecured obligation which pays interest only on a monthly basis in arrears at a rate of 4% per annum, unless earlier converted in accordance with the terms of the agreement prior to such date. The principal amount, if not converted, is due on the third anniversary of the Note, December 31, 2016. The Note is senior in right of payment to any unsecured indebtedness that is expressly subordinated in right of payment to the Note.
The principal balance of the Note, together with any unpaid interest, is convertible into shares of the Company's common stock at 185.19 shares of our common stock per $1,000 principal amount of Note (equivalent to a conversion price of $5.40 per share) at the option of Michaelson. If at any time the common stock of the Company is (1) trading on a national securities exchange, (2) qualifies for unrestricted resale under federal securities laws and (3) the arithmetic average of the volume weighted average price of the Common Stock for the twenty consecutive trading days preceding the Company's notice of mandatory conversion exceeds $150,000, the Company has borrowedshall have the right to require conversion of all of the then outstanding principal balance together with unpaid interest of this Note into the Company's common stock based on the conversion price of $1,200,0005.40 pursuantper share.
The Company may prepay all of the outstanding principal and interest due and payable under this Note in full, at any time prior to the Credit Agreement.maturity date for an amount equal to 120% of the then outstanding principal and interest due and payable as of the date of such prepayment.
Upon change of control, as defined by the Note, at Michaelson's option, the obligations may be assumed, on the terms and conditions in this Note, through an assignment and assumption agreement, or the Company may prepay all of the then outstanding principal and unpaid interest under this Note in full at the optional 120% prepayment amount. This provision creates an embedded derivative in accordance with ASC 815, Derivatives and Hedging. As such it is required to be bifurcated and accounted for separately from the Note. However, the Company has determined that the fair value of the embedded derivative is immaterial to the financial statements.
Debt issuance costs of $140,433 are being amortized to interest expense over the term of the Note using the effective interest method. At December 31, 2013, there were 555,556 shares of common stock issuable upon conversion of the Company’s outstanding convertible debentures.
Michaelson has the option to call the Note upon an event of default at the optional 120% prepayment amount discussed above. One event of default is defined as the Company’s failure to issue a registration statement covering the resale of the Company’s Common Stock that is declared effective within one year of the funding date of the Note. The Company has classified this Note as current on the accompanying consolidated balance sheet due to this event of default as the company cannot control when the registration statement, originally filed on February 6, 2014, will become effective. Additionally, the Note contains a contingent interest clause in connection with events of default, including this event of default. This registration rights provision is not indexed to credit risk, and therefore is not clearly and closely related to the Note. This provision creates an embedded derivative in accordance with ASC 815, Derivatives and Hedging. As such it is required to be bifurcated and accounted for separately from the Note. However, the Company has determined that the fair value of the embedded derivative is immaterial to the financial statements.
While, prior to this transaction, Michaelson was an unrelated party, due to their beneficial ownership percentage of 6.4% after this transaction, Michaelson is now considered a related party.
On March 26, 2014, the Company secured a working capital line of credit with John Hatsopoulos, the Company's Chief Executive Officer, in the amount of $3,500,000 which may be used in the occurrence of certain events. The Company had not drawn upon this line of credit through and as of May 1, 2014. The maturity date of this line is March 25, 2015.

10
TECOGEN INC.


Note 4 - Stock-based compensation
Stock-Based Compensation
In 2006, the Company adopted the 2006 Stock Option and Incentive Plan (the “Plan”), under which the board of directors may grant incentive or non-qualified stock options and stock grants to key employees, directors, advisors and consultants of the Company. The Plan was most recently amended on November 10, 2011 to increase the reserved shares of common stock issuable under the Plan to 1,838,750 (the “Amended Plan”).
Stock options vest based upon the terms within the individual option grants, with an acceleration of the unvested portion of such options upon a change in control event, as defined in the Amended Plan. The options are not transferable except by will or domestic relations order. The option price per share under the Amended Plan cannot be less than the fair market value of the underlying shares on the date of the grant. The number of shares remaining available for future issuance under the Amended Plan as of September 30, 2013March 31, 2014 was 97,68315,358.

11
TECOGEN INC.

Stock option activity for the ninethree months ended September 30, 2013March 31, 2014 was as follows: 
Common Stock Options
Number of
Options
 
Exercise
Price
Per
Share
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Life
 
Aggregate
Intrinsic
Value
Number of
Options
 
Exercise
Price
Per
Share
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Life
 
Aggregate
Intrinsic
Value
Outstanding, December 31, 20121,096,500
  $0.12-$3.20
 $1.96
 4.66 years
 $1,356,400
Outstanding, December 31, 20131,148,000
  $1.20-$4.50
 $2.13
 5.80 years
 $2,721,100
Granted37,500
 3.20
 3.20
 —
 —
43,325
 4.50
 4.50
 —
 —
Exercised—
 —
 —
 —
 —
5,000
 1.20
 1.20
 —
 —
Canceled and forfeited—
 —
 —
 —
 —
—
 —
 —
 —
 —
Expired—
 —
 —
 —
 —
—
 —
 —
 —
 —
Outstanding, September 30, 20131,134,000
  $0.12-$3.20
 $2.00
 3.94 years
 $1,356,400
Exercisable, September 30, 2013815,438
   $1.73
   $1,201,075
Vested and expected to vest, September 30, 20131,134,000
   $2.00
  
 $1,356,400
Outstanding, March 31, 20141,186,325
  $1.20-$4.50
 $2.22
 5.73 years
 $2,704,600
Exercisable, March 31, 2014919,250
   $1.90
   $2,387,075
Vested and expected to vest, March 31, 20141,186,325
   $2.22
  
 $2,704,600
Restricted stock activity for the ninethree months ended September 30, 2013March 31, 2014 as follows:
Number of
Restricted
Stock
 
Weighted
Average
Grant Date
Fair Value
Number of
Restricted
Stock
 
Weighted
Average
Grant Date
Fair Value
Unvested, December 31, 2012399,070
 $1.44
Unvested, December 31, 2013361,570
 $1.31
Granted—
 —
—
 —
Vested—
 —
—
 —
Forfeited(37,500) 2.60
—
 —
Unvested, September 30, 2013361,570
 $1.31
Unvested, March 31, 2014361,570
 $1.31
Stock Based Compensation - Ilios
In 2009, Ilios adopted the 2009 Stock Incentive Plan (the “2009 Plan”) under which the board of directors may grant incentive or non-qualified stock options and stock grants to key employees, directors, advisors and consultants of the company. The maximum number of shares allowable for issuance under the 2009 Plan is 2,000,000 shares of common stock. Stock options vest based upon the terms within the individual option grants, with an acceleration of the unvested portion of such options upon a change in control event, as defined in the Plan. The options are not transferable except by will or domestic relations order. The option price per share under the 2009 Plan cannot be less than the fair market value of the underlying shares on the date of the grant.

11
TECOGEN INC.

Stock option activity relating to Ilios for the ninethree months ended September 30, 2013March 31, 2014 was as follows:
Common Stock Options
Number of
Options
 
Exercise
Price
Per
Share
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Life
 
Aggregate
Intrinsic
Value
Number of
Options
 
Exercise
Price
Per
Share
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Life
 
Aggregate
Intrinsic
Value
Outstanding, December 31, 2012575,000
 $0.10-$0.50
 $0.29
 7.44 years $120,000
Outstanding, December 31, 2013575,000
 $0.10-$0.50
 $0.29
 6.44 years $120,000
Granted—
 —
 —
  —
 —
 —
  
Exercised—
 —
 —
  —
 —
 —
  
Canceled and forfeited—
 —
 —
  —
 —
 —
  
Expired—
 —
 —
    —
 —
 —
    
Outstanding, September 30, 2013575,000
 $0.10-$0.50
 $0.29
 6.69 years $120,000
Exercisable, September 30, 201362,500
  
 $0.50
   $—
Vested and expected to vest, September 30, 2013575,000
  
 $0.29
   $120,000
Outstanding, March 31, 2014575,000
 $0.10-$0.50
 $0.29
 6.19 years $120,000
Exercisable, March 31, 2014125,000
  
 $0.50
   $—
Vested and expected to vest, March 31, 2014575,000
  
 $0.29
   $120,000

12
TECOGEN INC.

Restricted stock activity for the Ilios awards, for the ninethree months ended September 30, 2013March 31, 2014 was as follows:
Number of
Restricted
Stock
 
Weighted
Average
Grant Date
Fair Value
Number of
Restricted
Stock
 
Weighted
Average
Grant Date
Fair Value
Unvested, December 31, 2012510,000
 $0.26
Unvested, December 31, 2013310,000
 $0.10
Granted—
 —
—
 —
Vested—
 —
—
 —
Forfeited(200,000) 0.50
—
 —
Unvested, September 30, 2013310,000
 $0.10
Unvested, March 31, 2014310,000
 $0.10
Total stock-based compensation expense for the ninethree months ended September 30, 2013March 31, 2014 and 20122013 was $(8,105)32,491 due to forfeitures of unvested stock and $232,82857,638, respectively. At September 30, 2013March 31, 2014, the total compensation cost related to unvested restricted stock awards and stock option awards not yet recognized is $107,651189,486. This amount will be recognized over a weighted average period of 2.722.23 years. No tax benefit was recognized related to the stock-based compensation recorded during the periods.

Note 5 – Commitments and contingencies

Future minimum lease payments under all non-cancelable operating leases as of September 30, 2013March 31, 2014 consist of the following: 
Years Ending December 31,AmountAmount
2013$149,352
2014579,495
2015535,349
$430,144
2016485,040
535,348
2017491,920
485,040
2018491,920
2019499,122
2018 and thereafter3,241,340
2,742,217
Total$5,482,496
$5,183,791
For the ninethree months ended September 30, 2013March 31, 2014 and 20122013 rent expense was $364,308100,258 and $329,021116,159, respectively.

Letters of Credit
On October 26, 2011, the Company entered into an agreement with Digital Energy Corp., a customer of the Company, whereby the Company provided a letter of credit in the amount of $180,000, for the benefit of Digital Energy Corp., to satisfy a requirement of the New York Independent System Operator, Inc. A certificate of deposit for $180,000 secures the letter of credit. In exchange for providing this letter of credit, Digital Energy Corp. provided a promissory note to the Company for $180,000, with interest at 6%, payable in monthly installments of interest only. Principal would only be owed if the letter of credit was drawn upon and would become due and payable on the first anniversary date of the note. On February 19, 2013 this letter of credit and certificate of deposit restriction was released.

12
TECOGEN INC.

As of March 31, 2014 , $583,073 in a letter of credit was outstanding under a revolving bank credit facility needed to collateralize a performance bond on a certain installation project. This revolving bank credit facility expires June 14, 2014. In addition, approximately $1,055,000 in a letter of credit was required to collateralize performance bonds on several installation projects. This letter of credit is collateralized by an account owned by John N. Hatsopoulos and expires July 22, 2014. In each case, a performance bond has been furnished on the project and would be drawn upon only in the event that Tecogen fails to complete the project in accordance with the contract.
Note 6 – Noncontrolling interests

Shares of restricted common stock issued under Ilios's equity compensation plan, but which have not yet vested, have not been included in calculating the percentages in this Note 6.
As of December 31, 2010 Tecogen owned 63.0% of Ilios. During the year ended December 31, 20112012 Tecogen purchased 1,500,000 shares of Ilios common stock at $0.50 per share for an aggregate amount of $750,000 which increased Tecogen's ownership interest to 67.4%.

During the year ended December 31, 20122013 Ilios sold 1,000,000 shares of common stock to an accredited investor at $0.50 per share for an aggregate amount of $500,000. Also during the year ended December 31, 20122013, Tecogen purchased 1,000,000 shares of Ilios common stock at $0.50 per share for an aggregate amount of $500,000. The net result decreased Tecogen’s ownership interest to 65.0%.


13


The table below presents the changes in equity resulting from net loss attributable to Tecogen and transfers to or from noncontrolling interests for the nine months endedSeptember 30, 2013 and 2012.
Net loss attributable to Tecogen Inc. and
Transfers (to) from the Noncontrolling Interest
Nine Months Ended September 30,
 2013 2012
Net loss attributable to Tecogen Inc.$(3,338,552) $(1,509,891)
Transfers (to) from the noncontrolling interest 
  
Increase in Tecogen's paid-in capital upon the sale of 1,000,000 Ilios common shares—
 289,605
    
Net transfers to noncontrolling interest—
 289,605
Change from net loss attributable to Tecogen Inc. and transfers to noncontrolling interest$(3,338,552) $(1,220,286)
Note 7 – Related party transactions
The Company has five affiliated companies, namely American DG Energy Inc., or American DG Energy, EuroSite Power Inc., GlenRose Instruments Inc., or GlenRose Instruments, Pharos LLC, or Pharos, and Levitronix Technologies LLC, or Levitronix. These companies are affiliates because several of the major stockholders of those companies, have a significant ownership position in the Company. None of American DG Energy, EuroSite Power, GlenRose Instruments, Pharos and Levitronix own any shares of the Company, and the Company does not own any shares of American DG Energy, EuroSite Power, GlenRose Instruments, Pharos or Levitronix. The business of GlenRose Instruments, Pharos and Levitronix is not related to the business of the Company.

American DG Energy, EuroSite Power, GlenRose Instruments, Pharos and Levitronix are affiliated companies by virtue of common ownership. The common stockholders include include: 
John N. Hatsopoulos, the Company’s Chief Executive Officer, who is also: (a) the Chief Executive Officer and a director of American DG Energy and holds 10.7% of the company’sAmerican DG Energy’s common stock; (b) the Chairman of EuroSite Power; (c) a director of Ilios and holds 6.7%7.2% of the company’sEuroSite Power’s common stock; and (d) the Chairman of GlenRose Instruments and holds 15.7% of the company’sGlenRose Instruments’ common stock.
Dr. George N. Hatsopoulos, who is John N. Hatsopoulos’ brother, and is also: (a) a director of American DG Energy and holds 13.9%13.6% of the company’sAmerican DG Energy’s common stock; (b) an investor in Ilios and holds 3.0%3.1% of the company’sIlios' common stock; (c) an investor of GlenRose Instruments and holds 15.7% of the company’sGlenRose Instruments' common stock; (d) founder andan investor of Pharos and holdsmay be deemed to hold 24.4% of the company’sPharos' common stock; and (e) an investor of Levitronix and holdsmay be deemed to hold 21.4% of the company’sLevitronix’s common stock.

On May 11, 2009Additionally, the Company sold 1,400,000 sharesfollowing related persons had or may have a direct or indirect material interest in Ilios at $0.50 per share to George Hatsopoulosour transactions with our affiliated companies:
Barry J. Sanders, who is: (a) the President and John Hatsopoulos in exchange forChief Operating Officer of American DG Energy, (b) the extinguishmentChief Executive Officer and a director of $427,432 in demand notes payable, $109,033 in convertible debenturesEuroSite Power and $163,535 in accrued interest. The difference between(c) the Chairman of Ilios.
Anthony S. Loumidis, the Company’s purchase priceformer Vice President and Treasurer, who is: (a) the former Chief Financial Officer Secretary and Treasurer of American DG Energy, (b) the Ilios sharesformer Chief Financial Officer Secretary and Treasurer of EuroSite Power, (c) the amountformer Chief Financial Officer Secretary and Treasurer of debt forgiveness was recorded as additional paid-in capital.
GlenRose Instruments and (d) the former Treasurer of Ilios.
On October 20, 2009, American DG Energy, in the ordinary course of its business, signed a Sales Representative Agreement with Ilios to promote, sell and service the Ilios high-efficiency heating products, such as the high efficiency water heater, in the marketing territory of the New England States, including Connecticut, Rhode Island, Massachusetts, New Hampshire, Vermont, and Maine. The marketing territory also includes all of the nations in the European Union. The initial term of this Agreement is for five years, after which it may be renewed for successive one-year terms upon mutual written agreement.

On September 24, 2001, the Company entered into subscription agreements with investors for the sale of convertible debentures. The primary investors were George N. Hatsopoulos, who subscribed for debentures having an initial principal amount of $200,000; the John N. Hatsopoulos 1989 Family Trust for the benefit of Nia Marie Hatsopoulos, or the Nia Hatsopoulos Trust, which subscribed for debentures having an initial principal amount of $50,000; and John N. Hatsopoulos 1989 Family Trust for

13
TECOGEN INC.

the benefit of Alexander John Hatsopoulos, or the Alexander Hatsopoulos Trust, which subscribed for debentures having an initial principal amount of $50,000. Nia Hatsopoulos and Alexander Hatsopoulos are John N. Hatsopoulos's adult children. John N. Hatsopoulos disclaims beneficial ownership of any shares held by these trusts. The debentures accrue interest at a rate of 6% per annum and were due on September 24, 2007. The debentures are convertible, at the option of the holder, into shares of common stock at a conversion price of $1.20 per share.


14
TECOGEN INC.

On September 24, 2007, George N. Hatsopoulos, the Nia Hatsopoulos Trust and the Alexander Hatsopoulos Trust, holding debentures representing a majority of the then-outstanding principal amount of the debentures, agreed to extend the debenture term to September 24, 2011.

On May 11, 2009, George N. Hatsopoulos converted $109,033 of the principal amount under the debentures held by him, together with accrued interest in the amount of $90,967 into 400,000 shares of common stock of Ilios, the Company's then newly-formed subsidiary, at a conversion price of $0.50 per share. The difference between the Company's purchase price of the Ilios shares and the amount of debt forgiveness was recorded as additional paid-in capital.

On September 30, 2009, Joseph J. Ritchie elected to convert the outstanding principal amount under the debenture held by him, $30,000, together with accrued interest of $14,433, into 37,028 shares of the Company's common stock at a conversion price of $1.20 per share.

On September 24, 2011, George N. Hatsopoulos, the Nia Hatsopoulos Trust and the Alexander Hatsopoulos Trust, holding debentures representing a majority of the then-outstanding principal amount of the debentures, agreed to extend the term of the debentures to September 24, 2013 and requested that accrued interest in the aggregate amount of approximately $72,960 be converted into the Company's common stock at $2.00 per share (which was the average price of the Company's stock between September 24, 2001 and September 24, 2011). In connection with this, the Company issued 6,474 shares of common stock to George N. Hatsopoulos, 15,003 shares of common stock to the Nia Hatsopoulos Trust and 15,003, shares of common stock to the Alexander Hatsopoulos Trust.

On September 30, 2012, the remaining principal amount under the debentures, held by the Nia Hatsopoulos Trust and the Alexander Hatsopoulos Trust, including the applicable accrued interest, waswere converted into 42,620170,480 shares of common stock issued to eachCommon Stock held in the JNH 1989 Family Trust for the benefit of Nia Marie Hatsopoulos and 170,480 shares of Common Stock held in the JNH 1989 Family Trust for the benefit of Alexander J. Hatsopoulos for whom Mr. and Mrs. Paris Nicolaidis are the trustees. Mr. John N. Hatsopoulos disclaims beneficial ownership of the Nia Hatsopoulos Trust and the Alexander Hatsopoulos Trust.shares held by this trust.

On May 11, 2009, JohnOctober 18, 2013, the remaining holder of the debentures, George N. Hatsopoulos, converted an aggregatethe principal balance of $427,432 in principal amount under demand notes held by him, together with accrued interest in the amount of $72,56890,967 into 1,000,00075,806 shares of the Company's common stock of Ilios at a conversion price of $0.501.20 per share. The difference betweenIn addition, Mr. Hatsopoulos requested that the Company's purchase price of the Ilios shares andaccrued interest earned in 2012 in the amount of debt forgiveness was recorded as additional paid-in capital.$6,913 be converted into 2,161 shares of the Company's common stock at a conversion price of $3.20 per share and that the accrued interest earned on or after January 1, 2013 in the amount of $4,367 be converted into 970 shares of the Company's common stock at a conversion price of $4.50 per share.

In addition, onOn September 10, 2008 the Company entered into a demand note agreement with John N. Hatsopoulos, in the principal amount of $250,000 and at an annual interest rate of 5%. On September 7, 2011 the Company entered intoin to an additional demand note agreement with John N. Hatsopoulos, in the principal amount of $750,000 and at an annual interest rate of 6%. On November 30, 2012 the Company entered into an additional demand note agreement with John N. Hatsopoulos, in the principal amount of $300,000 at an annual interest rate of 6%. Unpaid principal and interest on the demand notes are due upon demand. On October 3, 2013 the Company entered into an additional demand note agreement with John N. Hatsopoulos, in the principal amount of

$450,000 at an annual interest rate of 6%. On January 6, 2014, the Company repaid the then outstanding principal balance of 1,750,000 together with accrued interest of $175,311.
On March 25, 2013, the Company entered into a Revolving Line of Credit Agreement, or the Credit Agreement, with John N. Hatsopoulos, our Chief Executive Officer. Under the terms of the Credit Agreement, as amended on August 13, 2013, Mr. Hatsopoulos has agreed to lend the Company up to an aggregate of $1,500,000 from time to time, at the written request of the Company. Any amounts borrowed by the Company pursuant to the Credit Agreement will bear interest at the Bank Prime Rate as quoted from time to time in the Wall Street Journal plus 1.5% per year. Interest is due and payable quarterly in arrears. Repayment of the principal amount borrowed pursuant to the Credit Agreement will be due on March 31, 2014, or the Maturity Date.1, 2014. In addition, the company may prepay accrued interest, provided that prepayment may not be made prior to January 1, 2014.The2014. The Credit Agreement terminates on the Maturity Date.March 1, 2014. As of September 30,December 31, 2013 the Company has borrowed $1,200,000 pursuant to the Credit Agreement. On January 6, 2014, the Company repaid the then outstanding principal balance of $1,200,000 together with accrued interest of $25,347.
On December 23, 2013, the company entered into a Senior Convertible Promissory Note (the "Note") with Michaelson Capital Special Finance Fund LP, ("Michaelson"), for the principal amount of $3,000,000 with interest at 4% per annum for a term of three years. The Note is a senior unsecured obligation which pays interest only on a monthly basis in arrears at a rate of 4% per annum, unless earlier converted in accordance with the terms of the agreement prior to such date. The principal amount, if not converted, is due on the third anniversary of the date of the Note. The Note is senior in right of payment to any unsecured indebtedness that is expressly subordinated in right of payment to the Note. The Note is convertible into shares of the Company's common stock at 185.19 shares of our common stock per $1,000 principal amount of Note (equivalent to a conversion price of $5.40 per share). Debt issuance costs of $140,433 are being amortized to expense over the term of the Note using the effective interest method. At December 31, 2013, there were 555,556 shares of common stock issuable upon conversion of the Company’s outstanding convertible debentures.

14
TECOGEN INC.

In addition, on December 23, 2013, Michaelson participated in our private placement, investing $2,000,000 to purchase 444,445 shares of common stock at $4.50 per share. As of the purchase date and December 31, 2013, Michaelson, on a fully diluted basis, owns 6.4% of the Company. As Michaelson's beneficial ownership is 6.4% after this transaction, it is now considered a related party.
John N. Hatsopoulos’ salary is $1.00 per year. On average, Mr. Hatsopoulos spends approximately 50% of his business time on the affairs of the Company; however such amount varies widely depending on the needs of the business and is expected to increase as the business of the Company develops.

15
TECOGEN INC.

On January 1, 2006, the Company entered into a Facilities and Support Services Agreement with American DG Energy for a period of one year, renewable annually, on January 1st, by mutual agreement. That agreement was replaced by the Facilities, Support Services and Business Agreement between the Company and American DG Energy, effective July 1, 2013. Under this agreement, the Company provides American DG Energy with certain office and business support services and also provides pricing based on a volume discount depending on the level of American DG Energy purchases of cogeneration and chiller products. For certain sites, American DG Energy hires the Company to service its chiller and cogeneration products. The Company also provides office space and certain utilities to American DG Energy based on a monthly rate set at the beginning of each year. Also, under this agreement, American DG Energy has sales representation rights to the Company's products and services in New England.

On July 1, 2013 the Company entered into an Amendment to the Facilities, Support Services and Business Agreement, or the Amendment, with American DG Energy Inc., or American DG Energy. The Amendment renewed the term of the Facilities, Support Services and Business Agreement between the Company and American DG Energy for a one year period, beginning on July 1, 2013.

The Company subleases portions of its corporate offices and manufacturing facility to sub-tenants under annual sublease agreements. For the ninethree months ended September 30, 2013March 31, 2014 and 20122013, the Company received $93,16731,446 and $126,39936,275, respectively, from American DG Energy, Levitronix LLC and Alexandros Partners LLC. In addition, for the ninethree months ended September 30, 2013March 31, 2014 and 20122013 the Company received from the same companies, $64,93223,238 and $88,02122,833, respectively, to offset common operating expenses incurred in the administration and maintenance of its corporate office and warehouse facility.

The Company’s headquarters are located in Waltham, Massachusetts and consist of approximately 27,00035,000 square feet of office and storage space that are shared with American DG Energy and other tenants. The lease expires on March 31, 2024. We believe that our facilities are appropriate and adequate for our current needs.
Revenue from sales of cogeneration and chiller systems, parts and service to American DG Energy during the ninethree months ended September 30, 2013March 31, 2014 and 20122013 amounted to $546,279485,414 and $1,596,420225,605, respectively. In addition, Tecogen pays certain operating expenses, including benefits and insurance, on behalf of American DG Energy. Tecogen was reimbursed for these costs. As of September 30, 2013March 31, 2014 the total amount due tofrom American DG Energy was $396,328306,305, which is included in due tofrom related party on the accompanying condensed consolidated balance sheet. As of December 31, 20122013 the total amount due fromto American DG Energy was $70,811119,667.

On March 14, 2013 the Company received a prepayment for purchases of modules, parts and service to be made by American DG Energy in the amount of $827,747. The Company will provide a discount on these prepaid purchases equal to 6% per annum on deposit balances. As of September 30, 2013March 31, 2014 the principal balance on this prepayment was $420,317113,384 and is included in due tofrom related party, net of amounts receivable but not yet due from American DG Energy, in the accompanying condensed consolidated balance sheet.
Note 8 – 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. We currently do 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. We currently do not have any Level 3 financial assets or liabilities.

1615
TECOGEN INC.

The Company determines the fair value of certificates of deposits using information provided by the issuing bank which includes discounted expected cash flow estimates using current market rates offered for deposits with similar remaining maturities. 
 March 31, 2014 
Quoted
Prices
in Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets 
  
  
  
Certificates of deposit$583,720
 —
 $583,720
 —
Total Assets$583,720
 $—
 $583,720
 $—
The Company’s financial instruments that are not recorded at fair value on a recurring basis include cash and cash equivalents, accounts receivable, accounts payable, capital lease obligations, related party demand notes payable and related party convertible debentures. The recorded values of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values based on their short-term nature. At September 30, 2013March 31, 2014, the carrying value on the consolidated balance sheet of the notes payable, convertible debentures and capital lease obligations approximates fair value based on current market rates for instruments with similar maturities adjusted for applicable credit risk, which are Level 2 inputs.

Note 9 - Asset acquisition

On January 9, 2013 the Company purchased certain assets, both tangible and intangible, required to manufacture the generator used in its InVerde product from Danotek Motion Technologies. The aggregate consideration paid by the Company was $497,800, of which $17,400 represents the fair value of inventory and $199,530 represents the estimated fair value of property, plant and equipment which is depreciated over useful lives ranging from 5 to 8.5 years. The fair value of the property, plant and equipment was estimated utilizing a replacement cost method. In addition, $240,000 of the purchase consideration represents the fair value of identified intangible assets using a relief from royalty method with a useful life of fifteen years. The balance of $40,870 is included in goodwill in the accompanying condensed consolidated balance sheet, which consists largely of economies of scale expected from combining the manufacturing of the generator into Tecogen's operations. Acquisition related costs were not material to the financial statements and were expensed as incurred to general and administrative expenses.

This transaction was accounted for under the purchase method of accounting in accordance with FASB ASC Topic 805, Business Combinations.Combinations. Under the purchase method of accounting, the total purchase price has been allocated to the net tangible and intangible assets acquired based on estimates of their values by the Company's management. There is one reporting unit within the Company.

Under the purchase method of accounting, an acquisition is recorded as of the closing date, reflecting the purchased assets, at their acquisition date fair values. Intangible assets that are identifiable are recognized separately from goodwill which is measured and recognized as the excess of the fair value, as a whole, over the net amount of the recognized identifiable assets acquired.

The purchase price has been allocated as follows:
Inventory $17,400
Machinery and equipment 171,910
Computer equipment 22,070
Tooling 5,550
Developed technology 240,000
Goodwill 40,870
  $497,800

16
TECOGEN INC.


Note 10 - Intangible assets other than goodwill

As of September 30, 2013March 31, 2014 the Company has the following amounts related to intangible assets:

Gross Carrying Amount Accumulated AmortizationGross Carrying Amount Accumulated Amortization
Patent costs$411,181
 $33,516
$469,031
 $45,648
Product certifications372,046
 76,135
415,706
 93,312
Developed technology240,000
 8,971
240,000
 16,000
$1,023,227
 $118,622
Total$1,124,737
 $154,960
The aggregate amortization expense of the Company's intangible assets for the ninethree months ended September 30, 2013March 31, 2014 and 20122013 was $24,24719,972 and $15,4579,760, respectively.


17
TECOGEN INC.

Estimated future annual amortization expense related to the intangible assets is as follows:

2013 $24,581
2014 111,945
 $59,917
2015 111,945
 124,575
2016 111,945
 124,575
2017 111,945
 124,575
2018 118,378
Thereafter 432,244
 417,757
 $904,605
 $969,777

The Company expects to receive foreign patents for the patents granted in the United States by year end. The expense in the estimated future amortization schedule is based on this assumption.
Note 11 – Subsequent events

On October 3, 2013, the Company signed a demand note for $450,000, which accrues interest at 6%, to John N. Hatsopoulos, the Company's Chief Executive Officer.

From October 16, 2013 to November 14, 2013, 60 accredited investors purchased 744,378 shares of the Company's common stock at $4.50 per share, for an aggregate amount of $3,349,700.

On October 18, 2013, George N. Hatsopoulos elected to convert the outstanding principal balance of the debenture held by him of $90,967 into 75,806 shares of the Company's common stock at a conversion price of $1.20 per share. In addition, Mr. Hatsopoulos requested that the accrued interest earned in 2012 in the amount of $6,913 be converted into 2,161 shares of the Company's common stock at a conversion price of $3.20 per share and that the accrued interest earned on or after January 1, 2013 in the amount of $4,366 be converted into 970 shares of the Company's common stock at a conversion price of $4.50 per share.

On November 12, 2013, the Company entered into the Second Amendment to the Facilities, Support Services and Business Agreement, or the ADG Amendment, American DG Energy. The Amendment modifies the exclusivity arrangement of the Facilities, Support Services and Business Agreement between the Company and American DG Energy.

On November 12, 2013, Ilios entered into the First Amendment to the Sales Representative Agreement with American DG Energy Inc. The Amendment modifies and defines territories covered under the Agreement.

The Company has evaluated subsequent events through the date of this report and determined that no additional subsequent events occurred that would require recognition in the consolidated financial statements or disclosure in the notes thereto.

17





18
Table of Contents
TECOGEN INC.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking statements are made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, among other things, statements regarding our current and future cash requirements, our expectations regarding suppliers of cogeneration units, and statements regarding potential financing activities in the future. While the Company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the Company’s estimates change, and readers should not rely on those forward-looking statements as representing the Company’s views as of any date subsequent to the date of the filing of this Quarterly Report. There are a number of important factors that could cause the actual results of the Company to differ materially from those indicated by such forward-looking statements, including those detailed under the heading “Risk Factors” in this Quarterly Report.

Overview
Tecogen designs, manufactures and sells industrial and commercial cogeneration systems that produce combinations of electricity, hot water, and air conditioning using automotive engines that have been specially adapted to run on natural gas. In some cases, our customers may choose to have the Company engineer and install the system for them rather than simply purchase the cogeneration and/or chiller units, which we refer to as "turnkey" projects. Cogeneration systems are efficient because in addition to supplying mechanical energy to power electric generators or compressors – displacing utility supplied electricity – they provide opportunity for the facility to incorporate the engine’s waste heat into onsite processes such as space and potable water heating. We produce standardized, modular, small-scale products, with a limited number of product configurations that are adaptable to multiple applications. We refer to these combined heat and power products as CHP (electricity plus heat) and MCHP (mechanical power plus heat).

Results of Operations

ThirdFirst quarter of 2014 Compared to First quarter of 2013 Compared to Third quarter of 2012

Revenues

Revenues in the thirdfirst quarter of 20132014 were $2,893,2404,215,757 compared to $3,052,5564,046,318 in for the same period in 20122013, a decreasean increase of $159,316169,439 or 5.2%4.2%. This decreaseincrease is due to a decreasean increase in the volume of product shipmentsinstallation activity during the period. Product revenues in the thirdfirst quarter of 20132014 were $779,4551,944,776 compared to $1,354,0132,052,665 for the same period in 20122013, a decrease of $574,558107,889 or 42.4%5.3%. This decrease from the three months ended September 30, 2012March 31, 2013 to September 30, 2013March 31, 2014 was the aggregate of a decrease in cogeneration sales of $363,915123,887 and a decreaseincrease in chiller sales of $210,64315,998. Our product mix, as well as product revenue, can vary significantly from period to period as our products are high dollar, low volume sales. As a result, such fluctuation is expected.

Service revenues in the thirdfirst quarter of 20132014 were $2,113,7852,270,981 compared to $1,698,5431,993,653 for the same period in 20122013, an increase of $415,242277,328 or 24.4%13.9%. Our service operation grows along with sales of cogeneration and chiller systems since theThe majority of our product sales are accompaniedthis increase is due to increased installation activity by athe service contract or time and materials agreement. As a result our “fleet” of units being serviced by our service department naturally grows with product sales.group.

Cost of Sales

Cost of sales in the thirdfirst quarter of 20132014 was $1,800,6082,789,531 compared to $1,868,1322,934,354 for the same period in 20122013a decrease of $67,524144,823, or 3.6%4.9%. During the thirdfirst quarter of 20132014 our overall gross profit margin was 37.8%33.8% compared to 38.8%27.5% for the same period in 20122013, a slight decreasean increase of 1.0%6.3%. The growth in service volume and increased number of turnkey projects have continued to improve the maintenance and engineering service margins.

Contract Research and Development

ContractThere was no contract research and development income for the three months endedMarch 31, 2014. For the three months endedMarch 31, 2013 there was $67,000, which is classified as an offset to applicable expenses, for the expenses.three months endedSeptember 30, 2013 and September 30, 2012 was $9,094 and $19,892, respectively, a decrease of $10,798.


19
Table of Contents
TECOGEN INC.

Operating Expenses

Our general and administrative expenses consist of executive staff, accounting and legal expenses, office space, general insurance and other administrative expenses. Our general and administrative expenses in the third quarter of September 30, 2013 were $1,697,330 compared to $1,493,652 for the same period in 2012, an increase of $203,678 or 13.6%. This increase was due to an overall increase in operating costs attributable to an increase in internal research and development activities of $83,100 as well as the costs associated with being a newly public company and financing activities.    

Our selling expenses consist of sales staff, commissions, marketing, travel and other selling related expenses. Our selling expenses for the third quarter of 2013 were $488,895 compared to $450,305 for the same period in 2012, an increase of $38,590 or 8.6%. This increase is due to the increase in costs associated with trade shows, commissions and royalties during the third quarter of 2013 as compared to the same period in 2012.

In addition, the initial public offering activities, which took place during the third quarter of 2013, was aborted and therefore cost associated with this offering of $320,924 were charged to expense rather than against equity as no equity was raised.

Loss from Operations

Loss from operations for the third quarter of 2013 was $1,414,517 compared to $759,533 for the same period in 2012. The increase in the loss of $654,984 was due to the decrease in revenue and increase in operating expenses discussed above.

Other Income (Expense), net

Other expense, net for the three months endedSeptember 30, 2013 was $37,816 compared to $7,588 for the same period in 2012. Other income (expense) includes interest income and other income of $7,256, net of interest expense on notes payable of $45,072 for the third quarter of 2013. For the same period in 2012, interest and other income was $10,214 and interest expense was $17,802. The decrease in interest income of $2,958 is the result of short-term investments held during the third quarter of 2012 that were not held during the third quarter of 2013. The increase in interest expense of $27,270 was mainly due to the increase in demand notes payable issued during the fourth quarter of 2012 and later.

Provision for Income Taxes
The Company did not record any benefit or provision for income taxes for the three months endedSeptember 30, 2013 and 2012, respectively. As of September 30, 2013 and 2012, the income tax benefits generated from the Company’s net losses have been fully reserved.

Noncontrolling Interest

The noncontrolling interest share in the losses of Ilios was $64,654 for the three months endedSeptember 30, 2013 compared to $92,516 for the same period in 2012, a decrease of $27,862 or 30.1%. The decrease was due to a decrease in the noncontrolling interest ownership as well as a decrease in the Ilios loss in the third quarter of 2013 as compared to the same period in 2012. Noncontrolling interest ownership percentage as of September 30, 2013 and 2012 was 35.0% and 37.6%, respectively. Shares of restricted common stock issued under Ilios's equity compensation plan, but which have not yet vested, have not been included in calculating the noncontrolling interest ownership percentage.
First nine months of 2013 Compared to First nine months of 2012

Revenues

Revenues in the first nine months of 2013 were 9,743,018 compared to 9,689,984 in for the same period in 2012, an increase of $53,034 or 0.5%. Product revenues in the first nine months of 2013 were $3,639,974 compared to $4,191,439 for the same period in 2012, a decrease of $551,465 or 13.2%. This decrease from the nine months endedSeptember 30, 2012 to September 30, 2013 was due to a decrease in both cogeneration and chiller shipments sales of $246,029 and $305,436, respectively. Our product mix, as well as product revenue, can vary significantly from period to period as our products are high dollar, low volume sales in which revenue is only recognized upon shipment. As a result, such fluctuation is expected.


20
Table of Contents
TECOGEN INC.

Service revenues in the first nine months of 2013 were $6,103,044 compared to $5,498,545 for the same period in 2012, an increase of $604,499 or 11.0%. This increase was due to an increase in service contracts and time and materials activities that accompanied products sold by us in prior periods.

Cost of Sales

Cost of sales in the first nine months of 2013 was $6,724,549 compared to $5,703,507 for the same period in 2012 a increase of $1,021,042, or 17.9%. During the first nine months of 2013 our overall gross profit margin was 31.0% compared to 41.1% for the same period in 2012, a decrease of 10.1%. The decrease in overall gross margin is attributable to the recognition of an anticipated future loss of approximately $300,000 on a turnkey project in process as well as the sale of certain Ilios promotional units at below cost.

Contract Research and Development

Contract research and development income, which is classified as an offset to applicable expenses, for the nine months endedSeptember 30, 2013 and September 30, 2012 was $115,150 and $101,400, respectively, an increase of $13,750.

Operating Expenses

Our general and administrative expenses consist of executive staff, accounting and legal expenses, office space, general insurance and other administrative expenses. Our general and administrative expenses in the first nine months quarter of 2013March 31, 2014 were $5,168,3152,052,126 compared to $4,851,3981,791,703 for the same period in 20122013, an increase of $316,917260,423 or 6.5%14.5%. This increase was due to internal research and development costs incurred of $283,425 as well as an overall increase in operating costs attributable to beingan increase in internal research and development activities of approximately $42,000 in addition to the costs associated with preparing to be a newly publicpublicly traded company, and financing activities.    activities such as payroll costs of approximately $110,000, general insurance of $56,000 and franchise taxes of approximately $53,000.

18
Table of Contents
TECOGEN INC.

Our selling expenses consist of sales staff, commissions, marketing, travel and other selling related expenses. Our selling expenses for the first nine months quarter of 20132014 waswere $1,054,366421,620 compared to $915,842279,370 for the same period in 20122013, an increase of $138,524142,250 or 15.1%50.9%. This increase is due to the increase in payroll costs associated with selling activities of approximately $100,000 as well as costs associated with trade shows, commissions and royalties during the first nine months quarter of 20132014 as compared to the same period in 20122013.

In addition, costs associated with our abandoned public offering during the third quarter of 2013 in the amount of $320,924 were charged to expense rather than against equity, as no equity was raised.

approximately $40,000.
Loss from Operations

Loss from operations for the first nine months quarter of 20132014 was $3,525,1361,047,520 compared to $1,780,763959,109 for the same period in 20122013, an increase of $88,411. The increase in the loss of $1,744,373 was due to the growth in operating expenses offset by the increase in cost of salesrevenue and operating expensesgross profit discussed above.

Other Income (Expense), net

Other expense, net for the ninethree months ended September 30, 2013March 31, 2014 was $91,04331,685 compared to $15,02619,431 for the same period in 20122013. Other income (expense) includes interest income and other income of $13,7933,085, net of interest expense on notes payable of $104,83634,770 for the first quarter of 20132014. For the same period in 20122013, interest and other income was $38,3803,946 and interest expense was $53,40623,377. The decrease in interest income of $24,587861 is the result of short-term investments held during the first nine months quarter of 20122014 that were not held during the first nine quarter of 2014. The increase in interest expense of $11,393 was mainly due to the increase in note payable balances carried during the first three months of 2014 as compared to the first three months of 2013. The increase in interest expense of $51,430 was mainly due to demand notes payable issued during the fourth quarter of 2012 and the third quarter of 2013.

Provision for Income Taxes
The Company did not record any benefit or provision for income taxes for the ninethree months ended September 30, 2013March 31, 2014 and 20122013, respectively. As of September 30, 2013March 31, 2014 and 20122013, the income tax benefits generated from the Company’s net losses have been fully reserved.


21
Table of Contents
TECOGEN INC.

Noncontrolling Interest

The noncontrolling interest share in the losses of Ilios was $277,62759,160 for the ninethree months ended September 30, 2013March 31, 2014 compared to $285,898118,147 for the same period in 20122013, a decrease of $8,27158,987 or 2.9%49.9%. The decrease was due to a decrease in the noncontrolling interest ownershipIlios loss in the first nine monthsquarter of 20132014 as compared to the same period in 20122013. Noncontrolling interest ownership percentage as of September 30, 2013March 31, 2014 and 20122013 was unchanged at 35.0% and 37.6%, respectively.for both periods. Shares of restricted common stock issued under Ilios's equity compensation plan, but which have not yet vested, have not been included in calculating the noncontrolling interest ownership percentage.

Net loss
Net loss attributable to Tecogen for the first three months of 2014 was $1,020,045 compared to $860,393 for the same period in 2013, an increase of $159,652. The increase in net loss was the result of the increase in gross profit and the increase in operating expenses as described above.
Liquidity and Capital Resources

Consolidated working capital at September 30, 2013March 31, 2014 was $(322,458)4,608,548, compared to $4,078,7045,565,789 at December 31, 20122013, a decrease of $4,401,162957,241. Included in working capital were cash and cash equivalents of $492,7341,946,891 and $583,720 in short-term investments at September 30, 2013March 31, 2014, compared to $1,572,7857,713,899 in cash and cash equivalents and $181,859 in short-term investments at December 31, 20122013. The decrease in working capital is due to increasedthe lower cash resulting from operating expenses,losses, increases in inventory, property and equipment, intangible assets, inventory and unbilled revenue from turnkey projects as well as the lack of any financing activities during the period.projects.

Cash used in operating activities for the ninethree months ended September 30, 2013March 31, 2014 was $1,467,2762,153,202 compared to $3,554,463255,716 for the same period in 20122013. Our accounts receivable balance decreasedincreased to $2,301,0124,249,889 at September 30, 2013March 31, 2014 compared to $2,700,2433,740,885 at December 31, 20122013, using $399,231509,004 of cash due to timing of billing, shipments, collections and collections. Unbilled revenuerecovery of allowance. In addition, amounts due from related parties increased by $140,081306,305 as of September 30, 2013 compared to December 31, 2012, using$140,081 of cash due to timing of billing, on our turnkey projects.shipments and collections. Our inventory increased to $4,335,2073,473,257 as of September 30, 2013March 31, 2014 compared to $3,356,6223,343,793 as of December 31, 20122013, using $978,585129,464 of cash to purchase inventory to build modules in backlog.backlog and to support ongoing turnkey projects.

As of November 4, 2013,May 15, 2014, the Company's backlog of product and installation projects (and excluding service contracts) was $10.5$11 million, consisting of $6.5$5.7 million of purchase orders actually received by us and $4$5.3 million of projects in which the customer's internal approval process is complete, financial resources have been allocated and the customer has made a firm verbal commitment that the order is in the process of execution. We expect approximately 47% of this backlog will be recognized as revenue in the final quarter of 2013. Revenue expected to be recognized in a future period is comprised of a portion of the beginning backlog and expected new product sales. Backlog at the beginning of any period is not necessarily indicative of future performance. Our presentation of backlog may differ from other companies in our industry. Our inventory balances have increased to support production demands, tightening available working capital. As discussed below, we have drawn upon our working capital line

19
Table of credit in the third quarter of 2013 to support this activity as needed.Contents
TECOGEN INC.

Accounts payable increaseddecreased to $2,897,6411,864,044 as of September 30, 2013March 31, 2014 from $1,151,0102,338,046 at December 31, 20122013, providingusing $1,746,631474,002 in cash due to purchase inventory.suppliers and service providers. Accrued expenses increased to $1,091,2771,407,452 as of September 30, 2013March 31, 2014 from $807,9221,139,554 as of December 31, 20122013, providing $283,355267,898 of cash for operations. Interest payable, related party decreased to zero from

$198,450 as of December 31, 2013, using $198,450 of cash.
During the first ninethree months of 20132014 our investing activities used $812,425676,106 of cash and included purchases of short-term investments of $583,720 to support performance bonds, purchases of property and equipment of $163,82455,964 and expenditures related to intangible assets of $332,86236,422.
During the first three months of 2014 our financing activities included the payment of principal balances on demand notes payable to our Chief Executive Officer aggregating $2,950,000. In addition we received proceeds from sales of our common stock of $6,300 and an asset acquisitionproceeds from the exercise of $497,800.stock options of

$6,000.    
At September 30, 2013March 31, 2014 our commitments included various leases for office and warehouse facilities of $5,482,4965,183,791 to be paid over several years through 2024. The source of funds to fulfill these commitments will be provided from cash balances, operations or through debt or equity financing.

On March 14, 2013 the Company received a prepayment for purchases of modules, parts and service to be made by American DG Energy in the amount of $827,747. The Company provides a discount on these prepaid purchases equal to 6% per annum on deposit balances. The 6% discount is recorded as interest expense in the accompanying statements of operations. As of September 30, 2013March 31, 2014 the outstanding balance on this prepayment was $420,317113,384 and is included in due tofrom related party, net of amounts receivable but not yet due from American DG Energy, in the accompanying condensed consolidated balance sheet.

On March 25, 2013, the Company entered into a Revolving Line of Credit Agreement, or the Credit Agreement, with John N. Hatsopoulos, our Chief Executive Officer. Under the terms of the Credit Agreement, Mr. Hatsopoulos has agreed to lend the Company up to an aggregate of $1,000,000,$1,000,000, from time to time, at the written request of the Company. Any amounts borrowed by the Company pursuant to the Credit Agreement will bear interest at the Bank Prime Rate as quoted from time to time in the Wall Street Journal plus 1.5% per year. On August 13, 2013, the Company and Mr. Hatsopoulos agreed to increase the amount that may be outstanding under the Credit Agreement to $1,500,000. Repayment of the principal amount borrowed, together with accrued interest, pursuant to the Credit Agreement will be due on March 31, 2014. Prepayment of any amounts due under the Credit Agreement may be made at any time without penalty, provided that prepayment of interest may not be

22
Table of Contents
TECOGEN INC.

made prior to January 1, 2014. The Credit Agreement terminates on the March 31, 2014. As of November 14, 2013 the Company has borrowed $1,200,000 pursuant to the Credit Agreement at an interest rate of 4.75%$1,500,000.

On October 3, 2013, the Company signed a demand note for $450,000, which accrues interest at 6%, toin favor of John N. Hatsopoulos, the Company's Chief Executive Officer. As discussed above, on January 6, 2014, the Company repaid all debt owed to its Chief Executive Officer, including demand notes with a principal balance $1,750,000 and accrued interest of $175,311 and the line of credit with an outstanding principal balance of$1,200,000 and accrued interest of $25,347.

On March 26, 2014, the Company secured a working line of credit with John Hatsopoulos, the Company's CEO, in the amount of $3,500,000 which may be used in the occurrence of certain events. The Company has not drawn upon this line of credit through and as of Mary 1, 2014.
Based on our current operating plan, we believe existing resources, including our line of credit and cash and cash flows from operations, will be sufficient to meet our working capital requirements in the short term. As we continue to grow our business, our cash requirements are expected increase. As a result, we will need to raise additional capital through an equity offering to meet our operating and capital needs for future growth. As of November 14, 2013 the Company has raised $3,349,700 under this private placement.
Our ability to continue to access capital could be impacted by various factors, including general market conditions and the continuing slowdown in the economy, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us. If these conditions continue and we cannot raise funds through a public or private debt financing, or an equity offering, our ability to grow our business may be negatively affected and we may need to suspend and significantly reduce our operating costs until market conditions improve.

Significant Accounting Policies and Critical Estimates
The Company’s significant accounting policies are discussed in the Notes to the Condensed Consolidated Financial Statements above and in our 2012 Annual Report. The accounting policies and estimates that can have a significant impact upon the operating results, financial position and footnote disclosures of the Company are described in the above notes and in our Annual Report.
Seasonality
We expect that the majority of our heating systems sales will be in the winter and the majority of our chilling systems sales will be in the summer. Our cogeneration and chiller system sales are not generally affected by the seasons, although customer goals will be to have chillers installed and running in the spring. Our service team does experience higher demand in the warmer months when cooling is required. These units are generally shut down in the winter and started up again in the spring. This “busy season” for the service team generally runs from May through the end of September.

20
Table of Contents
TECOGEN INC.

Off-Balance Sheet Arrangements
On July 22, 2013, the Company’s Chief Executive Officer personally pledged to support a bank credit facility of $1,055,000 to support bank guarantees issued on certain construction contracts. We do not have any other off-balance sheet arrangements, including any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.


23
Table of Contents
TECOGEN INC.

Item 4. Controls and Procedures.
Management’s Evaluation of Disclosure Controls and Procedures:
Our disclosure controls and procedures are designed to provide reasonable assurance that the control system’s objectives will be met. Our management, including our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, or the Evaluation Date, have concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective due to material weaknesses in financial reporting relating to lack of personnel with a sufficient level of accounting knowledge and a small number of employees dealing with general controls over information technology. At the present time, our management has decided that, considering the employees involved and the control procedures in place, there are risks associated with the above, but the potential benefits of adding additional employees to mitigate these weaknesses do not justify the expenses associated with such increases. Management will continue to evaluate the above weaknesses, and as the Company grows and resources become available, the Company plans to take the necessary steps in the future to remediate the weaknesses.
For these purposes, the term disclosure controls and procedures of an issuer means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Report of Management on Internal Control over Financial Reporting:
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the Exchange Act. Management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework,, issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion of this evaluation. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2013March 31, 2014.

At September 30, 2013March 31, 2014, the Company employed 6269 active full-time employees and 3 part-time employees. The Company currently does not have personnel with a sufficient level of accounting knowledge, experience and training in the selection, application and implementation of generally accepted accounting principles as it relates to complex transactions and financial reporting requirements. The Company also has a small number of employees dealing with general controls over information technology security and user access. This constitutes a material weakness in financial reporting. At this time, management has decided that considering the employees involved and the control procedures in place, there are risks associated with the above, but the potential benefits of adding additional employees to mitigate these weaknesses, does not justify the expenses associated with such increases. Management will continue to evaluate the above weaknesses.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance

21
Table of Contents
TECOGEN INC.

that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.


24
Table of Contents
TECOGEN INC.

In connection with the evaluation referred to in the foregoing paragraph, we will make changes in our internal controls over financial reporting as soon as the resources become available. As of September 30, 2013March 31, 2014, no changes have been made to the Company's process.

25
Table of Contents
TECOGEN INC.


PART II - OTHER INFORMATION

Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed under “Risk Factors” in our Annual Report. The risks discussed in our Annual Report could materially affect our business, financial condition and future results. The risks described in our Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or operating results.

Item 5. Other Information2. Unregistered Sales of Equity Securities and Use of Proceeds

OnFrom October 3,16, 2013 to January 17, 2014, the Company signedraised $6,651,844 in a demand note for $450,000, which accrues interestprivate placement of 1,478,189 shares of Common Stock at 6%, to John N. Hatsopoulos,a price of $4.50 per share. The private placement was exempt from registration under Section 4(a)(2) of the Company's Chief Executive Officer.Securities Act and/or under Rule 506 of Regulation D.

On November 12,Included in the private placement described above, on October 16, 2013, the Company entered into a common stock purchase agreement with Bruno Meier, pursuant to which the Second Amendment to the Facilities, Support ServicesCompany sold, and Business Agreement, or the ADG Amendment, American DG Energy. The Amendment modifies the exclusivity arrangementMr. Meier purchased, an aggregate of 66,667 shares of Common Stock for an aggregate purchase price of $300,000. Mr. Meier serves as a director of EuroSite Power Inc., which is an affiliate of the Facilities, Support ServicesCompany.
In connection with the private placement described above, Scarsdale Equities LLC, or Scarsdale, served as placement agent and Business Agreement betweenreceived a commission of 6.75 percent on the sale of 910,461 shares of Common Stock sold to certain investors identified by Scarsdale in the private placement for an aggregate commission of $276,553. 
Also included in the private placement above, on December 23, 2013, the Company and American DG Energy.

On November 12, 2013, Ilios entered into a common stock purchase agreement with Michaelson Capital Special Finance Fund LP, or Michaelson, pursuant to which the First AmendmentCompany sold an aggregate of 444,445 shares of Common Stock to Michaelson for an aggregate purchase price of $2,000,000.
In connection with the Sales Representative Agreementprivate placement of Common Stock sold to Michaelson, Ardour Capital Investments, LLC, or Ardour, served as placement agent and received a commission of 6.75 percent for an aggregate commission of $135,000. In addition, Ardour served as placement agent in connection with American DG Energy Inc. The Amendment modifiesthe Senior Convertible Promissory Note issued to Michaelson and defines territories covered under the Agreement.


received a commission of $120,000.

2622
Table of Contents
TECOGEN INC.


Item 6. Exhibits
 
Exhibit Number Description of Exhibit
   
10.1*-Second Amendment, dated November 12, 2013, between the Company and American DG Energy Inc.
3.1 
Amended and Restated Certificate of Incorporation (a)
3.2
Amended and Restated Bylaws (b)
4.1
Specimen Stock Certificate of Tecogen, Inc. (b)
4.2
Form of Restricted Stock Purchase Agreement (b)
4.3
Form of Stock Option Agreement (b)
4.4
Indenture and Form of 6% Convertible Debenture Due 2004, dated September 24, 2001 (b)
4.5
Form of Securities Purchase Agreement (c)
10.1
Lease Agreement between Atlantic-Waltham Investment II, LLC, and Tecogen Inc., dated May 18, 2008(d)
10.2*-
FirstSecond Amendment to Lease between Atlantic-Waltham Investment II, LLC, and Tecogen Inc., dated November 12,Jan 16, 2013 to the Sales Representative Agreement between Ilios Inc. and American DG Energy Inc.
10.3*-Demand Promissory Note between John N Hatsopoulos, CEO and the Company, dated October 3, 2013
31.1*-
Rule 13a-14(a) Certification of Chief Executive Officer
31.2*-
Rule 13a-14(a) Certification of Chief Financial Officer
32.1*-
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
   
101.INS**-
XBRL Instance Document
101.SCH**-
XBRL Taxonomy Extension Schema
101.CAL**-
XBRL Taxonomy Extension Calculation Linkbase
101.DEF**-
XBRL Taxonomy Extension Definition Linkbase
101.LAB**-
XBRL Taxonomy Extension Label Linkbase
101.PRE**-
XBRL Taxonomy Extension Presentation Linkbase


*Filed herewith
**Furnished herewith

(a)
incorporated by reference to the Company's Current Report on Form 8-K, dated July 25, 2013.
(b)
incorporated by reference to the Company's Registration Statement on Form S-1, as amended, originally filed with the SEC on December 22, 2011 (Registration No. 333-178697)
(c)
incorporated by reference to the Company's Registration Statement on Form S-1, as amended, originally filed with the SEC on February 7, 2014 (Registration No. 333-193823)
(d)
incorporated by reference to exhibit 10.8 to the Company's S-1, as amended, originally filed with the SEC on December 22, 2011

27
Table of Contents
TECOGEN INC.

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, on November 14, 2013May 15, 2014.
 TECOGEN INC.
 (Registrant)
  
 By:/s/ John N. Hatsopoulos
 Chief Executive Officer
 (Principal Executive Officer)
  
 By:/s/ Bonnie J. Brown
 Chief Financial Officer, Treasurer and Secretary
 (Principal Financial and Accounting Officer)


2823