Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended |
Sep. 30, 2013 | |
Document Information [Line Items] | ' |
Document Type | 'S-1 |
Amendment Flag | 'false |
Document Period End Date | 30-Sep-13 |
Entity Registrant Name | 'TECOGEN INC. |
Entity Central Index Key | '0001537435 |
Entity Filer Category | 'Smaller Reporting Company |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current assets: | ' | ' | ' |
Cash and cash equivalents | $492,734 | $1,572,785 | $3,018,566 |
Short-term investments-restricted | 0 | 181,859 | 683,428 |
Accounts receivable, net | 2,301,012 | 2,700,243 | 1,399,232 |
Inventory, net | 4,335,207 | 3,356,622 | 2,568,986 |
Unbilled revenue | 140,081 | ' | ' |
Due from related party | 0 | 55,837 | 299,739 |
Prepaid and other current assets | 530,519 | 402,846 | 112,716 |
Total current assets | 7,799,553 | 8,270,192 | 8,082,667 |
Property, plant and equipment, net | 644,983 | 435,612 | 385,779 |
Intangible assets, net | 904,605 | 372,020 | 241,621 |
Goodwill | 40,870 | ' | ' |
Other assets | 72,425 | 39,425 | 35,425 |
TOTAL ASSETS | 9,462,436 | 9,117,249 | 8,745,492 |
Current liabilities: | ' | ' | ' |
Demand notes payable, related party | 2,537,500 | 1,337,500 | 1,037,500 |
Current portion of convertible debentures, related party | 90,967 | 90,967 | 0 |
Accounts payable | 2,897,641 | 1,151,010 | 812,214 |
Accrued expenses | 1,091,277 | 807,922 | 727,463 |
Deferred revenue | 909,575 | 677,919 | 509,283 |
Due to related party | 396,328 | ' | ' |
Interest payable, related party | 198,723 | 126,170 | 61,062 |
Total current liabilities | 8,122,011 | 4,191,488 | 3,147,522 |
Long-term liabilities: | ' | ' | ' |
Deferred revenue, net of current portion | 182,024 | 142,726 | 183,839 |
Convertible debentures, related party, net of current portion | ' | 0 | 190,967 |
Total liabilities | 8,304,035 | 4,334,214 | 3,522,328 |
Commitments and contingencies | ' | ' | ' |
Redeemable Common stock, $0.001 par value | 0 | 0 | 0 |
Tecogen Inc. shareholders’ equity: | ' | ' | ' |
Common stock | 13,575 | 13,725 | 53,994 |
Additional paid-in capital | 16,367,819 | 16,360,708 | 15,486,775 |
Common stock subscription | ' | 0 | 0 |
Receivable from shareholder | ' | 0 | -345,000 |
Accumulated deficit | -15,098,275 | -11,759,723 | -10,122,766 |
Total Tecogen Inc. stockholders’ equity | 1,283,119 | 4,614,710 | 5,073,003 |
Noncontrolling interest | -124,718 | 168,325 | 150,161 |
Total stockholders’ equity | 1,158,401 | 4,783,035 | 5,223,164 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $9,462,436 | $9,117,249 | $8,745,492 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Statement of Financial Position [Abstract] | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,574,474 | 13,611,974 | 13,498,471 | 12,232,762 |
Common stock, shares outstanding | 13,574,474 | 13,611,974 | 13,498,471 | 12,232,762 |
Redeemable common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | ' |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Revenues | ' | ' | ' | ' | ' |
Products | $3,639,974 | $4,191,439 | $7,453,222 | $4,569,113 | $5,543,605 |
Services | 6,103,044 | 5,498,545 | 7,800,750 | 6,496,097 | 5,767,624 |
Total revenues | 9,743,018 | 9,689,984 | 15,253,972 | 11,065,210 | 11,311,229 |
Cost of sales | ' | ' | ' | ' | ' |
Products | 2,793,743 | 2,803,296 | 5,290,535 | 3,005,698 | 3,801,485 |
Services | 3,930,806 | 2,900,211 | 4,098,363 | 3,173,400 | 2,795,720 |
Total cost of sales | 6,724,549 | 5,703,507 | 9,388,898 | 6,179,098 | 6,597,205 |
Gross profit | 3,018,469 | 3,986,477 | 5,865,074 | 4,886,112 | 4,714,024 |
Operating expenses | ' | ' | ' | ' | ' |
General and administrative | 5,168,315 | 4,851,398 | 6,643,120 | 5,986,762 | 4,973,794 |
Selling | 1,054,366 | 915,842 | 1,225,580 | 782,252 | 290,505 |
Aborted public offering costs | 320,924 | 0 | ' | ' | ' |
Total operating expenses | 6,543,605 | 5,767,240 | 7,868,700 | 6,769,014 | 5,264,299 |
Loss from operations | -3,525,136 | -1,780,763 | -2,003,626 | -1,882,902 | -550,275 |
Other income (expense) | ' | ' | ' | ' | ' |
Interest and other income | 13,793 | 38,380 | 48,397 | 38,402 | 23,574 |
Interest expense | -104,836 | -53,406 | -71,208 | -40,294 | -37,280 |
Total other income (expense) | -91,043 | -15,026 | -22,811 | -1,892 | -13,706 |
Loss before income taxes | -3,616,179 | -1,795,789 | -2,026,437 | -1,884,794 | -563,981 |
Consolidated net loss | -3,616,179 | -1,795,789 | -2,026,437 | -1,884,794 | -563,981 |
Less: Loss attributable to the noncontrolling interest | 277,627 | 285,898 | 389,480 | 310,293 | 208,673 |
Net loss attributable to Tecogen Inc. | ($3,338,552) | ($1,509,891) | ($1,636,957) | ($1,574,501) | ($355,308) |
Net loss per share - basic and diluted (in dollars per share) | ($0.25) | ($0.11) | ($0.12) | ($0.13) | ($0.03) |
Weighted average shares outstanding - basic and diluted (in shares) | 13,212,894 | 13,166,080 | 13,135,071 | 12,052,914 | 11,470,658 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Conversion of principal amount | Conversion of accrued interest | Common Stock 0.001 Par Value | Common Stock 0.001 Par Value | Common Stock 0.001 Par Value | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Common Stock Subscription | Shareholder Receivable | Accumulated Deficit | Noncontrolling Interest |
Conversion of principal amount | Conversion of accrued interest | Conversion of principal amount | Conversion of accrued interest | ||||||||||
Balance, beginning balance at Dec. 31, 2009 | $2,299,930 | ' | ' | $46,516 | ' | ' | $10,058,287 | ' | ' | ' | ' | ($8,192,957) | $388,084 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of common stock, net of costs | 1,211,249 | ' | ' | 1,863 | ' | ' | 1,209,386 | ' | ' | ' | ' | ' | ' |
Issuance of restricted stock | 49,895 | ' | ' | 77 | ' | ' | 49,871 | ' | ' | -53 | ' | ' | ' |
Note receivable from shareholder | -345,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -345,000 | ' | ' |
Exercise of warrants | 142,500 | ' | ' | 475 | ' | ' | 142,025 | ' | ' | ' | ' | ' | ' |
Stock based compensation expense | 197,086 | ' | ' | ' | ' | ' | 192,947 | ' | ' | ' | ' | ' | 4,139 |
Net loss | -563,981 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -355,308 | -208,673 |
Balance, ending balance at Dec. 31, 2010 | 2,991,679 | ' | ' | 48,931 | ' | ' | 11,652,516 | ' | ' | -53 | -345,000 | -8,548,265 | 183,550 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of subsidiary common stock | ' | ' | ' | ' | ' | ' | -261,174 | ' | ' | ' | ' | ' | 261,174 |
Sale of common stock, net of costs | 3,610,993 | ' | ' | 4,717 | ' | ' | 3,606,276 | ' | ' | ' | ' | ' | ' |
Conversion of related party convertible notes to common stock | ' | ' | 72,959 | ' | ' | 146 | ' | ' | 72,813 | ' | ' | ' | ' |
Issuance of restricted stock | 253 | ' | ' | 200 | ' | ' | ' | ' | ' | 53 | ' | ' | ' |
Issuance of subsidiary restricted stock | 200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200 |
Purchase of stock options | -12,500 | ' | ' | ' | ' | ' | -12,500 | ' | ' | ' | ' | ' | ' |
Stock based compensation expense | 444,374 | ' | ' | ' | ' | ' | 428,844 | ' | ' | ' | ' | ' | 15,530 |
Net loss | -1,884,794 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,574,501 | -310,293 |
Balance, ending balance at Dec. 31, 2011 | 5,223,164 | ' | ' | 53,994 | ' | ' | 15,486,775 | ' | ' | ' | -345,000 | -10,122,766 | 150,161 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of subsidiary common stock | 500,000 | ' | ' | ' | ' | ' | 289,606 | ' | ' | ' | ' | ' | 210,394 |
Purchase of subsidiary common stock | ' | ' | ' | ' | ' | ' | -174,958 | ' | ' | ' | ' | ' | 174,958 |
Sale of common stock, net of costs | 680,000 | ' | ' | 850 | ' | ' | 679,150 | ' | ' | ' | ' | ' | ' |
Conversion of related party convertible notes to common stock | ' | 100,000 | 6,100 | ' | 333 | 8 | ' | 99,667 | 6,092 | ' | ' | ' | ' |
Settlement receivable from shareholder (Note 10) | 105,000 | ' | ' | -400 | ' | ' | -239,600 | ' | ' | ' | 345,000 | ' | ' |
Purchase of restricted stock | -337 | ' | ' | -337 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation expense | 195,545 | ' | ' | ' | ' | ' | 173,253 | ' | ' | ' | ' | ' | 22,292 |
Net loss | -2,026,437 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,636,957 | -389,480 |
Balance, ending balance at Dec. 31, 2012 | 4,783,035 | ' | ' | 13,725 | ' | ' | 16,360,708 | ' | ' | ' | ' | -11,759,723 | 168,325 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeiture of restricted stock grant | -350 | ' | ' | -150 | ' | ' | ' | ' | ' | ' | ' | ' | -200 |
Stock based compensation expense | -8,105 | ' | ' | ' | ' | ' | 7,111 | ' | ' | ' | ' | ' | -15,216 |
Net loss | -3,616,179 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,338,552 | -277,627 |
Balance, ending balance at Sep. 30, 2013 | $1,158,401 | ' | ' | $13,575 | ' | ' | $16,367,819 | ' | ' | ' | ' | ($15,098,275) | ($124,718) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Statement of Stockholders' Equity [Abstract] | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' | ' | ' |
Net loss | ($3,616,179) | ($1,795,789) | ($2,026,437) | ($1,884,794) | ($563,981) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' | ' | ' | ' |
Depreciation and amortization | 194,260 | 150,751 | 203,775 | 158,286 | 88,656 |
Provision (recovery) for losses on accounts receivable | -34,700 | 0 | 57,600 | 20,600 | 6,658 |
Provision (recovery) for inventory reserve | 0 | 5,800 | -26,800 | 3,300 | -66,500 |
Stock-based compensation | -8,105 | 232,828 | 195,545 | 444,374 | 197,086 |
Non-cash interest expense | 0 | 6,100 | ' | ' | ' |
Changes in operating assets and liabilities | ' | ' | ' | ' | ' |
Short-term investments | -202 | -4,497 | -4,776 | -3,428 | 0 |
Accounts receivable | 433,931 | -538,435 | -1,358,611 | 368,491 | 331,581 |
Inventory | -961,185 | -1,483,876 | -760,836 | -1,247,871 | 154,351 |
Unbilled revenue | -140,081 | 0 | ' | ' | ' |
Due from related party | 55,837 | -141,725 | 243,902 | -201,509 | -98,230 |
Prepaid expenses and other current assets | -127,673 | -332,751 | -290,130 | -27,613 | 6,465 |
Other assets | -33,000 | 0 | -4,000 | 0 | -2,481 |
Increase (decrease) in: | ' | ' | ' | ' | ' |
Accounts payable | 1,746,631 | 93,426 | 338,796 | 106,808 | 417,376 |
Accrued expenses | 283,355 | -123,372 | 80,459 | -95,462 | -22,138 |
Deferred revenue | 270,954 | 329,771 | 127,523 | -18,137 | -76,439 |
Due to related party | 396,328 | 0 | 0 | 0 | -4,133 |
Interest payable, related party | 72,553 | 47,306 | 71,208 | -32,665 | -26,401 |
Net cash provided by (used in) operating activities | -1,467,276 | -3,554,463 | -3,152,782 | -2,409,620 | 341,870 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' | ' | ' |
Purchases of property and equipment | -163,824 | -172,587 | -219,711 | -115,186 | -195,955 |
Purchases of intangible assets | -332,862 | -92,965 | -164,296 | -38,747 | -113,499 |
Cash paid for asset acquisition | -497,800 | 0 | ' | ' | ' |
Purchases of short-term investments | 0 | 506,345 | 0 | -680,000 | 0 |
Sale of short-term investments | 182,061 | 0 | 506,345 | 85,000 | 679,747 |
Net cash provided by (used in) investing activities | -812,425 | 240,793 | 122,338 | -748,933 | 370,293 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' | ' | ' |
Payments from issuance of receivable from shareholder | ' | ' | 0 | 0 | -345,000 |
Payments made on demand notes payable, related party | ' | ' | 0 | 0 | -422,568 |
Proceeds from payments on receivable from shareholder | ' | ' | 105,000 | 0 | 0 |
Proceeds from issuance of demand notes payable | 1,200,000 | 0 | 300,000 | 750,000 | 0 |
Proceeds from sale of common stock, net of costs | ' | ' | 680,000 | 3,610,993 | 1,211,249 |
Proceeds from issuance of restricted stock | 0 | 480,000 | 0 | 453 | 49,895 |
Purchase of stock options | ' | ' | 0 | -12,500 | 0 |
Purchase of unvested restricted stock | -350 | 0 | -337 | 0 | 0 |
Proceeds from exercise of warrants | ' | ' | 0 | 0 | 142,500 |
Proceeds from sale of subsidiary common stock | 0 | 500,000 | 500,000 | 0 | 0 |
Net cash provided by (used in) financing activities | 1,199,650 | 980,000 | 1,584,663 | 4,348,946 | 636,076 |
Net increase (decrease) in cash and cash equivalents | -1,080,051 | -2,333,670 | -1,445,781 | 1,190,393 | 1,348,239 |
Cash and cash equivalents, beginning of the period | 1,572,785 | 3,018,566 | 3,018,566 | 1,828,173 | 479,934 |
Cash and cash equivalents, end of the period | 492,734 | 684,896 | 1,572,785 | 3,018,566 | 1,828,173 |
Cash paid for asset acquisition: | ' | ' | ' | ' | ' |
Inventory | 17,400 | 0 | ' | ' | ' |
Property and equipment | 199,530 | 0 | ' | ' | ' |
Intangible assets | 240,000 | 0 | ' | ' | ' |
Goodwill | 40,870 | 0 | ' | ' | ' |
Non-cash investing and financing activities: | ' | ' | ' | ' | ' |
Conversion of redeemable common stock to common stock | ' | ' | 0 | 500,000 | 0 |
Conversion of accrued convertible debenture interest to common stock | ' | ' | 6,100 | 72,959 | 0 |
Conversion of related party notes to common stock | ' | ' | 100,000 | 0 | 0 |
Settlement of shareholder receivable | ' | ' | 240,000 | 0 | 0 |
Interest paid | $7,235 | $0 | $0 | $0 | $63,139 |
Description_of_business_and_su
Description of business and summary of significant accounting policies | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||
Accounting Policies [Abstract] | ' | ' | |||||||||||||||||
Summary of significant accounting policies | ' | ' | |||||||||||||||||
Note 1 – Description of business and summary of significant accounting policies | Note 2 — Summary of significant accounting policies | ||||||||||||||||||
Description of business | Principles of Consolidation and Basis of Presentation | ||||||||||||||||||
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. | The financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles (GAAP) to ensure financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (ASC). The Company adopted the presentation requirements for noncontrolling interests required by ASC 810 Consolidation . Under ASC 810, earnings or losses attributed to the noncontrolling interests are reported as part of the consolidated earnings and not a separate component of income or expense. Noncontrolling interests in the net assets and operations of Ilios are reflected in the caption “Noncontrolling interest” in the accompanying consolidated financial statements. All intercompany transactions have been eliminated. | ||||||||||||||||||
Basis of Presentation | Use of Estimates | ||||||||||||||||||
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, 2012 in conjunction with our 2012 Annual Report on Form 10-K, or our Annual Report, filed with the Securities and Exchange Commission, or SEC, on March 27, 2013. This form 10-Q should be read in conjunction with that Form 10-K. | 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. | ||||||||||||||||||
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, 2013, and of operations and cash flows for the interim periods ended September 30, 2013 and 2012. The results of operations for the interim periods ended September 30, 2013 are not necessarily indicative of the results to be expected for the year. | Concentration of Credit Risk | ||||||||||||||||||
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 financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash balances in bank accounts, which at times may exceed the Federal Deposit Insurance Corporation’s (“FDIC”) general deposit insurance limits. The amount on deposit at December 31, 2012, 2011, and 2010 that exceeded the $250,000 federally insured limit was approximately $1,070,000, $3,200,000, and $1,167,000, respectively. The Company has not experienced any losses in such accounts and thus believes that it is not exposed to any significant credit risk on cash and cash equivalents. | ||||||||||||||||||
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. | There were no customers that represented more than 10% of revenues for the year ended December 31, 2011. The Company has one customer that represented 24.9% and 14.6% of revenues for the years ended December 31, 2012 and 2010, respectively. Included in trade accounts receivable are amounts from one customer that represents 16% and 17% of the trade accounts receivable balance as of December 31, 2012 and 2011, respectively. | ||||||||||||||||||
Use of Estimates | Cash and Cash Equivalents | ||||||||||||||||||
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. | 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. | ||||||||||||||||||
Revenue Recognition | Short-Term Investments | ||||||||||||||||||
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. | 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. | ||||||||||||||||||
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 nine months ended September 30, 2013 and 2012 no revenues were recorded as bill and hold transactions. | 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 was cancelled and the certificate of deposit was released from restriction. | ||||||||||||||||||
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. | On June 13, 2011, the Southern California Gas Company entered into an agreement with the Company to invest $500,000 in the Company’s common stock. The agreement included certain stockholder rights and a redemption right whereby the investor may redeem the shares for cash until the earlier of the initiation of a public offering of the Company by filing a registration statement with the SEC or 5 years. A letter of credit, secured by a Certificate of Deposit, for the amount of the investment has been put in place to satisfy the contingency of the redemption right. The Certificate of Deposit is classified as a short-term investment in the accompanying balance sheet. Since the Company filed a registration statement with the Securities and Exchange Commission on December 23, 2011, the redemption right is no longer valid. The Certificate of Deposit was converted to cash in 2012. | ||||||||||||||||||
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. | Accounts Receivable | ||||||||||||||||||
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. | 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 December 31, 2012 and 2011, the allowance for doubtful accounts was $154,400 and $96,800, respectively. | ||||||||||||||||||
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 nine months ended September 30, 2013 a loss of approximately $300,000 was recorded. 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. | Inventory | ||||||||||||||||||
Presentation of Sales Taxes | 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. | ||||||||||||||||||
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. | Property, Plant and Equipment | ||||||||||||||||||
Shipping and Handling Costs | 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 seven 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. | ||||||||||||||||||
The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales. | Intangible Assets | ||||||||||||||||||
Advertising Costs | Intangible assets subject to amortization include costs incurred by the Company to acquire 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. | ||||||||||||||||||
The Company expenses the costs of advertising as incurred. For the nine months ended September 30, 2013 and 2012, advertising expense was approximately $147,000 and $133,000, respectively. | Loss per Common Share | ||||||||||||||||||
Cash and Cash Equivalents | 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. All shares issuable for the years ended December 31, 2012, 2011, and 2010 were anti-dilutive because of the reported net loss. | ||||||||||||||||||
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. | Other Comprehensive Net Loss | ||||||||||||||||||
Concentration of Credit Risk | The comprehensive net loss for the years ended December 31, 2012, 2011, and 2010 does not differ from the reported loss. | ||||||||||||||||||
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, 2013, the Company had a balance of $144,091 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. | Segment Information | ||||||||||||||||||
Short-Term Investments | 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 is the manufacture and support of highly efficient CHP products based on engines fueled by natural gas. | ||||||||||||||||||
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. | The following table summarizes net revenue by product line and services for the years ended December 31, 2012, 2011, and 2010: | ||||||||||||||||||
Accounts Receivable | 2012 | 2011 | 2010 | ||||||||||||||||
Products: | |||||||||||||||||||
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, 2013 and December 31, 2012 the allowance for doubtful accounts was $119,700 and $154,400, respectively. | Cogeneration | $ | 5,791,412 | $ | 2,737,161 | $ | 4,977,595 | ||||||||||||
Chiller | 1,661,810 | 1,831,952 | 566,010 | ||||||||||||||||
Inventory | Total Product Revenue | 7,453,222 | 4,569,113 | 5,543,605 | |||||||||||||||
Services | 7,800,750 | 6,496,097 | 5,767,624 | ||||||||||||||||
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. | $ | 15,253,972 | $ | 11,065,210 | $ | 11,311,229 | |||||||||||||
Property, Plant and Equipment | Income Taxes | ||||||||||||||||||
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. | 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. | ||||||||||||||||||
Intangible Assets | The Company has adopted 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. See Note 15 — Income taxes . | ||||||||||||||||||
Intangible assets subject to amortization include costs incurred by the Company to acquire developed technology discussed in Note 10, 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. | With few exceptions, the Company is no longer subject to possible income tax examinations by federal, state, or local taxing authorities for tax years before 2009, with the exception of loss carryforwards in the event they are utilized in future years. | ||||||||||||||||||
Goodwill | The Company’s tax returns are open to adjustment from 2001 forward because the Company has loss carryforwards from those years, which may be adjusted in the year those losses are utilized. | ||||||||||||||||||
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 nine months of 2013 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. | Fair Value of Financial Instruments | ||||||||||||||||||
Common Stock | The Company’s financial instruments are cash and cash equivalents, certificates of deposit, accounts receivable, accounts payable, capital lease obligations, and notes due from 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 December 31, 2012, the current value on the consolidated balance sheet of the debentures and capital lease obligations approximates fair value as the terms approximate those available for similar instruments. Certificates of deposit classified as short-term investments are recorded at fair value. | ||||||||||||||||||
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. | Revenue Recognition | ||||||||||||||||||
Impairment of long-lived assets | 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. | ||||||||||||||||||
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, 2013. | 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 the buyer, and the Company has no additional performance obligations. For these transactions, the finished goods are segregated from inventory and normal billing and credit terms are granted. For the years ended December 31, 2012, 2011, and 2010, no revenues were recorded as bill and hold transactions. | ||||||||||||||||||
Off Balance Sheet Arrangements | 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. | ||||||||||||||||||
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. | 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. Because 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. | ||||||||||||||||||
Research and Development Costs/Grants | 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. Services are recognized over the term of the applicable agreement, or as provided, when on a time and materials basis. | ||||||||||||||||||
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 nine months ended September 30, 2013 and 2012, amounts received were approximately $115,150 and $101,400, respectively, which offset the Company’s total research and development expenditures for each of the respective periods. As of September 30, 2013 and December 31, 2012, retainage receivable was approximately $138,350 and $154,700, respectively. | In some cases, our customers may choose to have the Company provide turnkey services for them rather than simply purchasing the cogeneration and/or chiller units. Turnkey services include site engineering, construction, electrical, plumbing and installation services. In this case, the Company accounts for revenue, or turnkey revenue, and costs using the percentage-of-completion method of accounting and is included in service revenue in the consolidated statement of operations. 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. 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 are recorded as deferred revenue. | ||||||||||||||||||
Stock-Based Compensation | Presentation of Sales Taxes | ||||||||||||||||||
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”.) | 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. | ||||||||||||||||||
Loss per Common Share | Shipping and Handling Costs | ||||||||||||||||||
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. | The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales. | ||||||||||||||||||
Other Comprehensive Net Loss | Advertising Costs | ||||||||||||||||||
The comprehensive net loss for the three and nine month periods ended September 30, 2013 and 2012 does not differ from the reported loss. | The Company expenses the costs of advertising as incurred. For the years ended December 31, 2012, 2011, and 2010, advertising expense was approximately $187,500, $86,700, and $14,900, respectively. | ||||||||||||||||||
Segment Information | Research and Development Costs | ||||||||||||||||||
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. | 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. Amounts received totaled $126,500, $239,000, and $917,000 in fiscal years 2012, 2011, and 2010, respectively, which offset the Company’s total R&D expenditures for each of the respective years. | ||||||||||||||||||
The following table summarizes net revenue by product line and services for nine months ended September 30, 2013 and 2012: | Stock-Based Compensation | ||||||||||||||||||
Nine Months Ended | 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 statements of operations over the requisite service period. | ||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||
2013 | 2012 | Pursuant to ASC 505-50, Equity Based Payments to Non-Employees , the fair value of restricted common stock and stock options issued to non-employees is revalued at each reporting period until the ultimate measurement date, as defined by ASC 505-50. The Company records the value of the instruments at the time services are provided and the instruments vest. Accordingly, the ultimate expense is not fixed until such instruments are fully vested. | |||||||||||||||||
Products: | |||||||||||||||||||
Cogeneration | $ | 2,441,740 | $ | 2,687,769 | The determination of the fair value of share-based payment awards is affected by the Company’s stock price. Since the Company was not publicly traded when the awards were issued, 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. | ||||||||||||||
Chiller | 1,198,234 | 1,503,670 | |||||||||||||||||
Total Product Revenue | 3,639,974 | 4,191,439 | The Company utilizes an estimated forfeiture rate when calculating the expense for the period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense recognized is based on awards that are ultimately expected to vest. The Company evaluates the assumptions used to value awards regularly and if factors change and different assumptions are employed, stock-based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase, or cancel any remaining unearned stock-based compensation expense. | ||||||||||||||||
Services | 6,103,044 | 5,498,545 | Common Stock Subscriptions | ||||||||||||||||
$ | 9,743,018 | $ | 9,689,984 | ||||||||||||||||
Outstanding proceeds for common stock transaction appear as common stock subscriptions in the accompanying consolidated balance sheets and consolidated statements of changes in stockholders’ equity until received. | |||||||||||||||||||
Income Taxes | |||||||||||||||||||
Reclassifications | |||||||||||||||||||
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. | |||||||||||||||||||
Certain prior period balances have been reclassified to conform with current period presentation. | |||||||||||||||||||
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. | |||||||||||||||||||
Nature_of_business_and_operati
Nature of business and operations | 12 Months Ended |
Dec. 31, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of business and operations | ' |
Note 1 — Nature of business and operations | |
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. Tecogen’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 Company’s customers are located in regions with the highest utility rates, typically California, the Midwest, and the Northeast. | |
On May 4, 2009, the Company invested $8,400 in exchange for 8,400,000 shares of a newly established corporation, Ilios Inc., or Ilios. The investment gave the Company a controlling financial interest in Ilios, whose business focus is advanced heating systems for commercial and industrial applications. On May 11, 2009, the Company sold 1,400,000 shares in Ilios at $0.50 per share to two of its existing stockholders in exchange for the extinguishment of $700,000 in demand notes payable, convertible debentures, and accrued interest (see Note 7 — Demand notes payable and convertible debentures — related party ). On July 24, 2009, Ilios sold 2,710,000 shares of common stock to accredited investors at $0.50 per share and raised $1,352,500. On June 3, 2011, Ilios sold 500,000 shares of common stock to Tecogen at $0.50 per share and raised $250,000 and on December 29, 2011, Ilios sold 1 million shares of common stock to Tecogen at $0.50 per share and raised $500,000. On January 19, 2012, Ilios sold 1 million shares of common stock to an accredited investor and raised $500,000. On December 28, 2012, Ilios sold 1 million shares of common stock to Tecogen at $0.50 per share and raised $500,000. As of December 31, 2012, the Company owns a 65.0% interest in Ilios and has consolidated Ilios into its financial statements. | |
The accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiary, Ilios, whose business focus is on advanced heating systems for commercial and industrial applications. | |
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. | |
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 million, 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. Prepayment of any amounts due under the Credit Agreement may be made at any time without penalty. The Credit Agreement terminates on the Maturity Date. The Company has not yet borrowed any amounts pursuant to the Credit Agreement. | |
Loss_per_common_share
Loss per common share | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||
Earnings Per Share [Abstract] | ' | ' | |||||||||||||||||
Loss per common share | ' | ' | |||||||||||||||||
Note 2 – Loss per common share | Note 3 — 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 nine months ended September 30, 2013 and 2012, respectively, were as follows: | Basic and diluted earnings per share for the years ended December 31, 2012, 2011, and 2010, respectively, were as follows: | ||||||||||||||||||
Nine Months Ended | 2012 | 2011 | 2010 | ||||||||||||||||
September 30, | September 30, | Loss available to stockholders | $ | -1,636,957 | $ | -1,574,501 | $ | -355,308 | |||||||||||
2013 | 2012 | Weighted average shares outstanding – Basic and diluted | 13,135,072 | 12,052,914 | 11,470,658 | ||||||||||||||
Loss available to stockholders | $ | -3,338,552 | $ | -1,509,891 | Basic and diluted loss per share | $ | -0.12 | $ | -0.13 | $ | -0.03 | ||||||||
Anti-dilutive shares underlying stock options outstanding | 1,096,500 | 1,095,250 | 620,000 | ||||||||||||||||
Weighted average shares outstanding - Basic and diluted | 13,212,894 | 13,166,080 | Anti-dilutive shares underlying convertible debentures | 75,806 | 159,140 | 159,140 | |||||||||||||
Basic and diluted loss per share | $ | -0.25 | $ | -0.11 | |||||||||||||||
Anti-dilutive shares underlying stock options outstanding | 1,134,000 | 1,095,250 | |||||||||||||||||
Anti-dilutive convertible debentures | 75,806 | 75,806 | |||||||||||||||||
Inventory
Inventory | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory | ' | |||||||
Note 4 — Inventory | ||||||||
Inventories at December 31, 2012 and 2011 consisted of the following: | ||||||||
2012 | 2011 | |||||||
Gross raw materials | $ | 3,574,620 | $ | 2,701,496 | ||||
Less – reserves | -332,000 | -358,800 | ||||||
Net raw materials | 3,242,620 | 2,342,696 | ||||||
Work-in-process | 114,002 | 119,640 | ||||||
Finished goods | — | 106,650 | ||||||
$ | 3,356,622 | $ | 2,568,986 | |||||
Intangible_assets_other_than_g
Intangible assets other than goodwill | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ' | ' | |||||||||||||||||
Intangible assets | ' | ' | |||||||||||||||||
Note 10 - Intangible assets other than goodwill | Note 5 — Intangible assets | ||||||||||||||||||
As of September 30, 2013 the Company has the following amounts related to intangible assets: | The Company capitalized $17,314 and $22,036 of product certification costs during the years ended December 31, 2012 and 2011, respectively. Also included in intangible assets are the costs incurred by the Company to acquire certain patents. These patents, once in service, will be amortized on a straight-line basis over the estimated economic life of the associated products, which range from approximately 7 to 10 years. The Company capitalized $146,981 and $16,712 of patent-related costs during the years ended December 31, 2012 and 2011, respectively. Intangible assets at December 31, 2012 and 2011 consist of the following: | ||||||||||||||||||
Gross Carrying | Accumulated | Product Certifications | Patents | Total | |||||||||||||||
Amount | Amortization | Balance at December 31, 2012 | |||||||||||||||||
Patent costs | $ | 411,181 | $ | 33,516 | Intangible assets | $ | 235,482 | $ | 214,883 | $ | 450,365 | ||||||||
Product certifications | 372,046 | 76,135 | Less – accumulated amortization | -57,798 | -20,547 | -78,345 | |||||||||||||
Developed technology | 240,000 | 8,971 | $ | 177,684 | $ | 194,336 | $ | 372,020 | |||||||||||
$ | 1,023,227 | $ | 118,622 | Balance at December 31, 2011 | |||||||||||||||
Intangible assets | $ | 218,168 | $ | 67,902 | $ | 286,070 | |||||||||||||
The aggregate amortization expense of the Company's intangible assets for the nine months ended September 30, 2013 and 2012 was $24,247 and $15,457, respectively. | Less – accumulated amortization | -38,254 | -6,195 | -44,449 | |||||||||||||||
$ | 179,914 | $ | 61,707 | $ | 241,621 | ||||||||||||||
Estimated future annual amortization expense related to the intangible assets is as follows: | |||||||||||||||||||
Amortization expense was $33,896, $23,992, and $11,309 during the years ended December 31, 2012, 2011, and 2010, respectively. Estimated amortization expense at December 31 for each of the five succeeding years is as follows: | |||||||||||||||||||
2013 | $ | 24,581 | |||||||||||||||||
2014 | 111,945 | 2013 | $ | 39,879 | |||||||||||||||
2015 | 111,945 | 2014 | 54,246 | ||||||||||||||||
2016 | 111,945 | 2015 | 54,246 | ||||||||||||||||
2017 | 111,945 | 2016 | 54,246 | ||||||||||||||||
Thereafter | 432,244 | 2017 | 54,246 | ||||||||||||||||
$ | 904,605 | Thereafter | 115,157 | ||||||||||||||||
$ | 372,020 | ||||||||||||||||||
Property_and_equipment
Property and equipment | 12 Months Ended | |||||||||
Dec. 31, 2012 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Property and equipment | ' | |||||||||
Note 6 — Property and equipment | ||||||||||
Property and equipment at December 31, 2012 and 2011 consisted of the following: | ||||||||||
Estimated Useful | 2012 | 2011 | ||||||||
Life (in Years) | ||||||||||
Machinery and equipment | 5 - 7 years | $ | 478,290 | $ | 355,985 | |||||
Furniture and fixtures | 5 years | 54,058 | 48,157 | |||||||
Computer software | 3 - 5 years | 56,935 | 46,355 | |||||||
Leasehold improvements | * | 326,366 | 245,441 | |||||||
915,649 | 695,938 | |||||||||
Less – accumulated depreciation and amortization | -480,037 | -310,159 | ||||||||
Net property, plant and equipment | $ | 435,612 | $ | 385,779 | ||||||
* | Lesser of estimated useful life of asset or lease term | |||||||||
Depreciation and amortization expense on property and equipment for the years ended December 31, 2012, 2011, and 2010 was $169,878, $134,295, and $77,346, respectively. | ||||||||||
Demand_notes_payable_convertib
Demand notes payable, convertible debentures and credit agreement - related party | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Debt Disclosure [Abstract] | ' | ' |
Demand notes payable and convertible debentures - related party | ' | ' |
Note 3 – Demand notes payable, convertible debentures and credit agreement – related party | Note 7 — Demand notes payable and convertible debentures — related party | |
Demand notes payable to related parties consist of various demand notes outstanding to stockholders totaling $2,537,500 at September 30, 2013 and $1,337,500 at December 31, 2012. The primary lender is John N. Hatsopoulos, the company’s Chief Executive Officer, who holds $1,300,000 of the demand notes. The demand notes accrue interest annually at rates ranging from 5% to 6%. Unpaid principal and interest on the demand notes is due upon demand. | Demand notes payable to related parties consist of various demand notes outstanding to stockholders totaling $1,337,500 and $1,037,500 at December 31, 2012 and 2011, respectively. The primary lender is John N. Hatsopoulos, the company’s Chief Executive Officer, who held $1.3 million and $1 million of the demand notes as of December 31, 2012 and 2011, respectively. The demand notes accrue interest annually at rates ranging from 5% to 6%. Unpaid principal and interest on the demand notes is due upon demand by the lender. | |
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, 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, 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 the John N. Hatsopoulos 1989 Family Trust for 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 the adult children of John N. Hatsopoulos’s adult children. 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, holders of debentures representing a majority of the then-outstanding principal amount of the Company’s convertible debentures, agreed to amend the terms of the debentures to 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. | On May 11, 2009, the Company sold 1,400,000 shares in Ilios at $0.50 per share to George N. Hatsopoulos and John N. 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 September 30, 2013 and December 31, 2012, there were 75,806 shares of common stock issuable upon conversion of the Company’s outstanding convertible debentures. At September 30, 2013 and December 31, 2012, the principal amount of the Company’s convertible debentures was $90,967 which was due on October 31, 2013. On October 18, 2013 the convertible debentures were converted into shares of common stock as discussed in Note 11. | 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 85,240 shares of the Company’s common stock. At December 31, 2012, 2011, and 2010, there were 75,806, 159,140, and 159,140 shares of common stock issuable upon conversion of the Company’s outstanding convertible debentures. At December 31, 2012, 2011, and 2010, the principal amount of the Company’s convertible debentures was $90,967, $190,967, and $190,967, respectively, which is due on September 24, 2013. | |
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 be due on March 31, 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, 2013, the Company has borrowed $1,200,000 pursuant to the Credit Agreement. | On March 25, 2013, the Company entered into 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 million, 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. Prepayment of any amounts due under the Credit Agreement may be made at any time without penalty. The Credit Agreement terminates on the Maturity Date. The Company has not yet borrowed any amounts pursuant to the Credit Agreement. | |
Commitments_and_contingencies
Commitments and contingencies | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ||||||||
Commitments and contingencies | ' | ' | ||||||||
Note 5 – Commitments and contingencies | Note 8 — Commitments and contingencies | |||||||||
Future minimum lease payments under all non-cancelable operating leases as of September 30, 2013 consist of the following: | Operating Lease Obligations | |||||||||
Years Ending December 31, | Amount | The Company leases office space and warehouse facilities under various lease agreements that expire through March 2024. The Company subleases portions of its corporate offices and manufacturing facility to sub-tenants under annual sublease agreements, on a calendar year basis (see Note 13 — Related party transactions ). Total rent expense for the years ended December 31, 2012, 2011, and 2010 amounted to $595,851, $579,836, and $535,092, offset by $173,898, $185,596, and $196,466 in rent paid by sub-lessees for a net amount of $421,953, $394,240, and $338,626. | ||||||||
2013 | $ | 149,352 | ||||||||
2014 | 579,495 | The Company leased one service vehicle under a lease agreement that expired in January 2012. Vehicle rent expense amounted to $387, $4,639, and $4,639 during the years ended December 31, 2012, 2011, and 2010, respectively. | ||||||||
2015 | 535,349 | |||||||||
2016 | 485,040 | Future minimum lease payments under all non-cancelable operating leases as of December 31, 2012, consist of the following: | ||||||||
2017 | 491,920 | |||||||||
2018 and thereafter | 3,241,340 | Years Ending December 31, | Amount | |||||||
Total | $ | 5,482,496 | 2013 | $ | 584,442 | |||||
2014 | 557,993 | |||||||||
For the nine months ended September 30, 2013 and 2012 rent expense was $364,308 and $329,021, respectively. | 2015 | 526,690 | ||||||||
2016 | 485,040 | |||||||||
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. | 2017 | 491,920 | ||||||||
2018 and thereafter | 3,241,340 | |||||||||
Total | $ | 5,887,425 | ||||||||
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. | ||||||||||
Legal Proceedings | ||||||||||
From time to time the Company may be involved in various claims and other legal proceedings that arise in the normal course of business. Such matters are subject to many uncertainties and outcomes that are not predictable. Based on the information available to the Company and after discussions with legal counsel, the Company does not believe any such proceedings will have a material adverse effect on the business, results of operations, financial position, or liquidity. | ||||||||||
Product_warranty
Product warranty | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Guarantees [Abstract] | ' | ||||
Product warranty | ' | ||||
Note 9 — Product warranty | |||||
The Company reserves an estimate of its exposure to warranty claims based on both current and historical product sales data and warranty costs incurred. The majority of the Company’s products carry a one-year warranty. The Company assesses the adequacy of its recorded warranty liability annually and adjusts the amount as necessary. The warranty liability is included in accrued expenses on the accompanying consolidated balance sheets. | |||||
Changes in the Company’s warranty reserve were as follows: | |||||
Warranty reserve, December 31, 2010 | $ | 82,600 | |||
Warranty provision for units sold | 42,847 | ||||
Costs of warranty incurred | -72,447 | ||||
Warranty reserve, December 31, 2010 | $ | 53,000 | |||
Warranty provision for units sold | 76,637 | ||||
Costs of warranty incurred | -72,637 | ||||
Warranty reserve, December 31, 2011 | 57,000 | ||||
Warranty provision for units sold | 160,684 | ||||
Costs of warranty incurred | -127,484 | ||||
Warranty reserve, December 31, 2012 | $ | 90,200 | |||
Stockbased_compensation
Stock-based compensation | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||||||||||||||||
Equity [Abstract] | ' | ' | |||||||||||||||||||||||||||||||
Shareholders' equity | ' | ' | |||||||||||||||||||||||||||||||
Note 4 - Stock-based compensation | Note 10 — Stockholders’ equity | ||||||||||||||||||||||||||||||||
Stock-Based Compensation | Common Stock | ||||||||||||||||||||||||||||||||
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”). | In 2012, 2011, and 2010 the Company raised additional funds through private placements of common stock to a limited number of accredited investors. In connection with the 2012 private placements the Company sold an aggregate of 212,500 shares of common stock at a purchase price of $3.20 per share, resulting in net cash proceeds of $680,000. In connection with the 2011 private placements the Company sold an aggregate of 1,179,230 shares of common stock at a purchase price ranging from $2.60 per share, for the shares sold during the first half of the year, to $3.20 per share, for the shares sold during the last half of the year, resulting in net cash proceeds of $3,610,993. In connection with the 2010 private placements the Company sold an aggregate of 465,866 shares of common stock at a purchase price of $2.60 per share, resulting in net cash proceeds of $1,211,249. | ||||||||||||||||||||||||||||||||
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, 2013 was 97,683. | On June 13, 2011, the Southern California Gas Company entered into an agreement with the Company to invest $500,000 in the Company’s common stock. The agreement included certain stockholder rights and a redemption right whereby the investor may redeem the shares for cash until the earlier of the initiation of a public offering of the Company by filing a registration statement with the SEC or five years. A letter of credit, secured by a certificate of deposit, for the amount of the investment has been put in place to satisfy the contingency of the redemption right. The certificate of deposit is classified as a short-term investment in the accompanying balance sheet as of December 31, 2011. The common stock was classified outside of permanent equity because of the redemption right, as initially recorded. The filing of our registration statement on Form S-1 on December 22, 2011, resulted in the expiration of the rights and preferences of the Southern California Gas Company; therefore we do not have any rights or preferences outstanding. As a result, as of December 31, 2011, we have reclassified this investment from redeemable common stock, to permanent equity in the accompanying consolidated balance sheets. | ||||||||||||||||||||||||||||||||
Stock option activity for the nine months ended September 30, 2013 was as follows: | The holders of common stock have the right to vote their interest on a per share basis. At December 31, 2012, 2011 and 2010 there were 13,611,974, 13,498,471, and 12,232,762 shares of common stock outstanding, respectively. | ||||||||||||||||||||||||||||||||
Common Stock Options | Number of | Exercise | Weighted | Weighted | Aggregate | Receivable from Shareholder | |||||||||||||||||||||||||||
Options | Price | Average | Average | Intrinsic | |||||||||||||||||||||||||||||
Per | Exercise | Remaining | Value | On June 3, 2010, the Company issued a promissory note to an investor in the amount of $345,000. The note was due in full on June 3, 2012, and bears interest at the Bank Prime Rate plus three percent. Accrued interest is paid on a quarterly basis. The note was secured by 287,500 shares of Tecogen common stock. The note was repaid with cash of $105,000 and return of 100,000 shares of common stock at a value of $2.40 per share, which were retired by the Company on December 7, 2012. | |||||||||||||||||||||||||||||
Share | Price | Life | |||||||||||||||||||||||||||||||
Outstanding, December 31, 2012 | 1,096,500 | $0.12-$3.20 | $ | 1.96 | 4.66 years | $ | 1,356,400 | Warrants | |||||||||||||||||||||||||
Granted | 37,500 | 3.2 | 3.2 | — | — | ||||||||||||||||||||||||||||
Exercised | — | — | — | — | — | During the year ended December 31, 2010, investors exercised 118,750 warrants, providing gross proceeds to the Company of $142,500. During 2010, 6,250 warrants expired. As of December 31, 2012, 2011, and 2010, there were no warrants outstanding. | |||||||||||||||||||||||||||
Canceled and forfeited | — | — | — | — | — | ||||||||||||||||||||||||||||
Expired | — | — | — | — | — | Stock-Based Compensation | |||||||||||||||||||||||||||
Outstanding, September 30, 2013 | 1,134,000 | $0.12-$3.20 | $ | 2 | 3.94 years | $ | 1,356,400 | ||||||||||||||||||||||||||
Exercisable, September 30, 2013 | 815,438 | $ | 1.73 | $ | 1,201,075 | 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 amended at various dates by the board to increase the reserved shares of common stock issuable under the Plan from 1 million to 1,838,750 as of December 31, 2012 (the “Amended Plan”). | |||||||||||||||||||||||||||
Vested and expected to vest, September 30, 2013 | 1,134,000 | $ | 2 | $ | 1,356,400 | ||||||||||||||||||||||||||||
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 December 31, 2012, 2011, and 2010, was 135,183, 161,433, and 721,683, respectively. | |||||||||||||||||||||||||||||||||
Restricted stock activity for the nine months ended September 30, 2013 as follows: | |||||||||||||||||||||||||||||||||
In 2010, the Company granted nonqualified options to purchase an aggregate of 25,000 shares of common stock at $2.60 per share. These options have a vesting schedule of four years and expire in ten years. The fair value of the options issued in 2010 was $24,446. The weighted-average grant date fair value of stock options granted during 2010 was $0.96 per option. | |||||||||||||||||||||||||||||||||
Number of | Weighted | ||||||||||||||||||||||||||||||||
Restricted | Average | In 2011, the company granted nonqualified options to purchase an aggregate of 480,250 shares of common stock at $2.60 per share and 31,250 shares of common stock at $2.80 per share. These options have a vesting schedule of four years and expire in ten years. The fair value of the options issued in 2011 was $508,586. The weighted-average grant date fair value of stock options granted during 2011 was $1.00 and $1.12 per option. | |||||||||||||||||||||||||||||||
Stock | Grant Date | ||||||||||||||||||||||||||||||||
Fair Value | In 2012, the company granted nonqualified options to purchase an aggregate of 17,500 shares of common stock at $3.20 per share. These options have a vesting schedule of four years and expire in ten years. The fair value of the options issued in 2012 was $20,223. The weighted-average grant date fair value of stock options granted during 2012 was $1.16 per option. Stock option activity for the year ended December 31, 2012, 2011, and 2010, was as follows: | ||||||||||||||||||||||||||||||||
Unvested, December 31, 2012 | 399,070 | $ | 1.44 | ||||||||||||||||||||||||||||||
Granted | — | — | Common Stock Options | Number of | Exercise | Weighted Average | Weighted Average | Aggregate | |||||||||||||||||||||||||
Vested | — | — | Options | Price | Exercise | Remaining | Intrinsic | ||||||||||||||||||||||||||
Forfeited | -37,500 | 2.6 | Per Share | Price | Life | Value | |||||||||||||||||||||||||||
Unvested, September 30, 2013 | 361,570 | $ | 1.31 | Outstanding, December 31, 2009 | 595,000 | $ | 0.12 - $2.00 | $ | 1.28 | 4.27 years | $ | 793,500 | |||||||||||||||||||||
Granted | 25,000 | $ | 2.6 | $ | 2.6 | ||||||||||||||||||||||||||||
Stock Based Compensation - Ilios | Exercised | ||||||||||||||||||||||||||||||||
Canceled and forfeited | |||||||||||||||||||||||||||||||||
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. | Repurchased | ||||||||||||||||||||||||||||||||
Expired | |||||||||||||||||||||||||||||||||
Stock option activity relating to Ilios for the nine months ended September 30, 2013 was as follows: | Outstanding, December 31, 2010 | 620,000 | $ | 0.12 - $2.60 | $ | 1.2 | 3.30 years | $ | 793,500 | ||||||||||||||||||||||||
Exercisable, December 31, 2010 | 307,500 | $ | 1.12 | $ | 451,000 | ||||||||||||||||||||||||||||
Common Stock Options | Number of | Exercise | Weighted | Weighted | Aggregate | Vested and expected to vest, December 31, 2010 | 620,000 | $ | 1.2 | $ | 793,500 | ||||||||||||||||||||||
Options | Price | Average | Average | Intrinsic | Outstanding, December 31, 2010 | 620,000 | $ | 0.12 - $2.60 | $ | 1.28 | 3.30 years | $ | 793,500 | ||||||||||||||||||||
Per | Exercise | Remaining | Value | Granted | 511,500 | $ | 2.60 - $2.80 | $ | 2.6 | ||||||||||||||||||||||||
Share | Price | Life | Exercised | — | — | — | |||||||||||||||||||||||||||
Outstanding, December 31, 2012 | 575,000 | $0.10-$0.50 | $ | 0.29 | 7.44 years | $ | 120,000 | Canceled and forfeited | — | — | — | ||||||||||||||||||||||
Granted | — | — | — | Repurchased | -12,500 | $ | 1 | $ | 1 | ||||||||||||||||||||||||
Exercised | — | — | — | Expired | -23,750 | $ | 1.20 - $2.60 | $ | 1.48 | ||||||||||||||||||||||||
Canceled and forfeited | — | — | — | Outstanding, December 31, 2011 | 1,095,250 | $ | 0.12 - $2.80 | $ | 1.92 | 5.53 years | $ | 1,387,150 | |||||||||||||||||||||
Expired | — | — | — | Exercisable, December 31, 2011 | 418,438 | $ | 1.24 | $ | 815,125 | ||||||||||||||||||||||||
Outstanding, September 30, 2013 | 575,000 | $0.10-$0.50 | $ | 0.29 | 6.69 years | $ | 120,000 | Vested and expected to vest, December 31, 2011 | 1,025,250 | $ | 1.92 | $ | 1,387,150 | ||||||||||||||||||||
Exercisable, September 30, 2013 | 62,500 | $ | 0.5 | $ | — | Outstanding, December 31, 2011 | 1,095,250 | $ | 0.12 - $2.80 | $ | 1.92 | 5.53 years | $ | 1,387,150 | |||||||||||||||||||
Vested and expected to vest, September 30, 2013 | 575,000 | $ | 0.29 | $ | 120,000 | Granted | 17,500 | $ | 3.2 | $ | 3.2 | ||||||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||||||||||||||||
Restricted stock activity for the Ilios awards, for the nine months ended September 30, 2013 was as follows: | Canceled and forfeited | -15,938 | $ | 1.20 - $2.60 | $ | 1.28 | |||||||||||||||||||||||||||
Expired | -313 | $ | 2.6 | $ | 2.6 | ||||||||||||||||||||||||||||
Number of | Weighted | Outstanding, December 31, 2012 | 1,096,500 | $ | 0.12 - $3.20 | $ | 1.96 | 4.66 years | $ | 1,356,400 | |||||||||||||||||||||||
Restricted | Average | Exercisable, December 31, 2012 | 662,563 | $ | 1.56 | $ | 1,096,225 | ||||||||||||||||||||||||||
Stock | Grant Date | Vested and expected to vest, December 31, 2012 | 1,096,500 | $ | 1.96 | $ | 1,356,400 | ||||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||||||||||
Unvested, December 31, 2012 | 510,000 | $ | 0.26 | The Company does not expect any forfeitures and the table above represents all stock options expected to vest. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the average volatility of four comparable publicly traded companies. The average expected life was estimated using the simplified method to determine the expected life based on the vesting period and contractual terms, since it does not have the necessary historical exercise data to determine an expected life for stock options. The Company uses a single weighted-average expected life to value option awards and recognizes compensation on a straight-line basis over the requisite service period for each separately vesting portion of the awards. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term that approximates the expected life assumed at the date of grant. | |||||||||||||||||||||||||||||
Granted | — | — | |||||||||||||||||||||||||||||||
Vested | — | — | In 2011, the Company purchased 12,500 options from a consultant at $1.00 per share. These options were due to expire on December 10, 2011 and would have allowed the holder to purchase shares of common stock of Tecogen for $1.00. The Company had no obligation to repurchase these shares. At December 10, 2011, the fair value of Tecogen’s common stock was $3.20. Since these options were purchased at below their estimated fair value, the price paid by Tecogen of $12,500 was charged to stockholders’ equity. | ||||||||||||||||||||||||||||||
Forfeited | -200,000 | 0.5 | |||||||||||||||||||||||||||||||
Unvested, September 30, 2013 | 310,000 | $ | 0.1 | The weighted average assumptions used in the Black-Scholes option pricing model for options granted in 2012, 2011, and 2010 are as follows: | |||||||||||||||||||||||||||||
Total stock-based compensation expense for the nine months ended September 30, 2013 and 2012 was $(8,105) due to forfeitures of unvested stock and $232,828, respectively. At September 30, 2013, the total compensation cost related to unvested restricted stock awards and stock option awards not yet recognized is $107,651. This amount will be recognized over a weighted average period of 2.72 years. No tax benefit was recognized related to the stock-based compensation recorded during the periods. | 2012 | 2011 | 2010 | ||||||||||||||||||||||||||||||
Stock option awards: | |||||||||||||||||||||||||||||||||
Expected life | 6.25 years | 6.25 years | 5 years | ||||||||||||||||||||||||||||||
Risk-free interest rate | 0.70% | 2.46% | 2.46% | ||||||||||||||||||||||||||||||
Expected volatility | 35.9% - 36.0% | 33.8% - 35.5% | 33.30% | ||||||||||||||||||||||||||||||
In 2011, the Company made restricted stock grants to certain employees by permitting them to purchase an aggregate of 50,000 shares of common stock at a price of $0.001 per share. These shares vest over four years beginning six months after an initial public offering. The related compensation expense is recorded based on initial public offering date. | |||||||||||||||||||||||||||||||||
Restricted stock activity for the years ended December 31, 2012 and 2011 was as follows: | |||||||||||||||||||||||||||||||||
Number of | Weighted | ||||||||||||||||||||||||||||||||
Restricted | Average | ||||||||||||||||||||||||||||||||
Stock | Grant Date | ||||||||||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||||||||||
Unvested, December 31, 2009 | 414,106 | $ | 1.24 | ||||||||||||||||||||||||||||||
Granted | 19,211 | 2.6 | |||||||||||||||||||||||||||||||
Vested | — | — | |||||||||||||||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||||||||||||||
Unvested, December 31, 2010 | 433,317 | $ | 1.28 | ||||||||||||||||||||||||||||||
Unvested, December 31, 2010 | 433,317 | $ | 1.28 | ||||||||||||||||||||||||||||||
Granted | 50,000 | 2.6 | |||||||||||||||||||||||||||||||
Vested | — | — | |||||||||||||||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||||||||||||||
Unvested, December 31, 2011 | 483,317 | $ | 1.44 | ||||||||||||||||||||||||||||||
Unvested, December 31, 2011 | 483,317 | $ | 1.44 | ||||||||||||||||||||||||||||||
Granted | — | — | |||||||||||||||||||||||||||||||
Vested | — | — | |||||||||||||||||||||||||||||||
Forfeited | (84,247 | 1.36 | |||||||||||||||||||||||||||||||
Unvested, December 31, 2012 | 399,070 | $ | 1.44 | ||||||||||||||||||||||||||||||
During the years ended December 31, 2012, 2011, and 2010, the Company recognized stock-based compensation of $136,184, $396,724, and $185,901, respectively, related to the issuance of stock options and restricted stock. No tax benefit was recognized related to the stock-based compensation recorded during the years. At December 31, 2012 and 2011 there were 399,070, 483,317, and 433,317 unvested shares of restricted stock outstanding, respectively. At December 31, 2012, 2011, and 2010, the total compensation cost related to unvested restricted stock awards and stock option awards not yet recognized is $183,230, $537,540, and $141,859, respectively. This amount will be recognized over a weighted average period of 1.56 years. | |||||||||||||||||||||||||||||||||
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 Plan is 2 million 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 Plan cannot be less than the fair market value of the underlying shares on the date of the grant. | |||||||||||||||||||||||||||||||||
In 2011, Ilios granted nonqualified options to purchase an aggregate of 225,000 shares of common stock to certain employees at $0.50 per share. These options have a vesting schedule of four years and expire in ten years. The total fair value of the options issued in 2011 was $42,065. The weighted-average grant date fair value of stock options granted during 2011 was $0.19. | |||||||||||||||||||||||||||||||||
In 2012, Ilios granted nonqualified options to purchase 50,000 shares of common stock to a director at $0.50 per share. These options have a vesting schedule of four years and expire in ten years. The total fair value of the options issued in 2012 was $9,750. The weighted-average grant date fair value of stock options granted during 2012 was $0.20. | |||||||||||||||||||||||||||||||||
During the years ended December 31, 2012, 2011, and 2010, Ilios recognized stock-based compensation of $59,361, $47,648, and $11,135, related to the issuance of stock options and restricted stock, respectively. No tax benefit was recognized related to the stock-based compensation recorded during the year. At December 31, 2012, 2011, and 2010, there were 510,000, 560,000, and 360,000 unvested shares of restricted stock outstanding, respectively. At December 31, 2012, 2011, and 2010, the total compensation cost related to unvested restricted stock awards and stock option awards not yet recognized is $67,493, $122,056, and $27,839, respectively. This amount will be recognized over the weighted average period of 1.67 years. | |||||||||||||||||||||||||||||||||
Stock option activity relating to Ilios for the year ended December 31, 2012, 2011, and 2010 was as follows: | |||||||||||||||||||||||||||||||||
Common Stock Options | Number of | Exercise Price Per | Weighted Average | Weighted Average | Aggregate Intrinsic | ||||||||||||||||||||||||||||
Options | Share | Exercise Price | Remaining Life | Value | |||||||||||||||||||||||||||||
Outstanding, December 31, 2009 | 300,000 | $ | 0.1 | $ | 0.1 | 9.34 years | $ | 120,000 | |||||||||||||||||||||||||
Granted | — | — | — | ||||||||||||||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||||||||||||||||
Canceled and forfeited | — | — | — | ||||||||||||||||||||||||||||||
Expired | — | — | — | ||||||||||||||||||||||||||||||
Outstanding, December 31, 2010 | 300,000 | $ | 0.1 | $ | 0.1 | 8.34 years | $ | 120,000 | |||||||||||||||||||||||||
Exercisable, December 31, 2010 | — | $ | — | $ | — | ||||||||||||||||||||||||||||
Vested and expected to vest, December 31, 2010 | 300,000 | $ | 0.1 | $ | 120,000 | ||||||||||||||||||||||||||||
Outstanding, December 31, 2010 | 300,000 | $ | 0.1 | $ | 0.1 | 9.34 years | $ | 120,000 | |||||||||||||||||||||||||
Granted | 225,000 | 0.5 | 0.5 | ||||||||||||||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||||||||||||||||
Canceled and forfeited | — | — | — | ||||||||||||||||||||||||||||||
Expired | — | — | — | ||||||||||||||||||||||||||||||
Outstanding, December 31, 2011 | 525,000 | $ | 0.10 - $0.50 | $ | 0.27 | 8.23 years | $ | 120,000 | |||||||||||||||||||||||||
Exercisable, December 31, 2011 | — | $ | — | $ | — | ||||||||||||||||||||||||||||
Vested and expected to vest, December 31, 2011 | 525,000 | $ | 0.27 | $ | 120,000 | ||||||||||||||||||||||||||||
Outstanding, December 31, 2011 | 525,000 | $ | 0.10 - $0.50 | $ | 0.27 | 8.23 years | $ | 120,000 | |||||||||||||||||||||||||
Granted | 50,000 | 0.5 | 0.5 | ||||||||||||||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||||||||||||||||
Canceled and forfeited | — | — | — | ||||||||||||||||||||||||||||||
Expired | — | — | — | ||||||||||||||||||||||||||||||
Outstanding, December 31, 2012 | 575,000 | $ | 0.10 - $0.50 | $ | 0.29 | 7.44 years | $ | 120,000 | |||||||||||||||||||||||||
Exercisable, December 31, 2012 | — | $ | 0.5 | $ | — | ||||||||||||||||||||||||||||
Vested and expected to vest, December 31, 2012 | 575,000 | $ | 0.29 | $ | 120,000 | ||||||||||||||||||||||||||||
Ilios does not expect any forfeitures and the table above represents all stock options expected to vest. Ilios uses the Black-Scholes option pricing model to determine the fair value of stock options granted. Expected volatility was calculated based on the average volatility of comparable publicly traded companies, the expected life of the options was calculated using the simplified method, and 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. The Company uses a single weighted-average expected life to value option awards and recognizes compensation on a straight-line basis over the requisite service period for each separately vesting portion of the awards. | |||||||||||||||||||||||||||||||||
For the Ilios awards, the weighted average assumptions used in the Black-Scholes option pricing model for options granted in 2012 and 2011 are as follows: | |||||||||||||||||||||||||||||||||
2012 | 2011 | ||||||||||||||||||||||||||||||||
Stock option awards: | |||||||||||||||||||||||||||||||||
Expected life | 6.25 years | 6.25 years | |||||||||||||||||||||||||||||||
Risk-free interest rate | 2.03% | 2.03% | |||||||||||||||||||||||||||||||
Expected volatility | 36.10% | 34.20% | |||||||||||||||||||||||||||||||
In 2011, Ilios made restricted stock grants to a certain Ilios employee by permitting him to purchase an aggregate of 200,000 shares of common stock at a price of $0.001 per share. These shares vest 25% 180 days after an initial public offering of Ilios and 25% for 3 years thereafter. The related compensation expense is being recorded based on an anticipated initial public offering date. | |||||||||||||||||||||||||||||||||
Restricted stock activity for the Ilios awards, for the years ended December 31, 2012, 2011, and 2010 was as follows: | |||||||||||||||||||||||||||||||||
Number of | Weighted Average | ||||||||||||||||||||||||||||||||
Restricted | Grant Date Fair | ||||||||||||||||||||||||||||||||
Stock | Value | ||||||||||||||||||||||||||||||||
Unvested, December 31, 2009 | 360,000 | $ | 0.1 | ||||||||||||||||||||||||||||||
Granted | — | — | |||||||||||||||||||||||||||||||
Vested | — | — | |||||||||||||||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||||||||||||||
Unvested, December 31, 2010 | 360,000 | $ | 0.1 | ||||||||||||||||||||||||||||||
Unvested, December 31, 2010 | 360,000 | $ | 0.1 | ||||||||||||||||||||||||||||||
Granted | 200,000 | 0.5 | |||||||||||||||||||||||||||||||
Vested | — | — | |||||||||||||||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||||||||||||||
Unvested, December 31, 2011 | 560,000 | $ | 0.24 | ||||||||||||||||||||||||||||||
Unvested, December 31, 2011 | 560,000 | $ | 0.24 | ||||||||||||||||||||||||||||||
Granted | — | — | |||||||||||||||||||||||||||||||
Vested | — | — | |||||||||||||||||||||||||||||||
Forfeited | -50,000 | 0.1 | |||||||||||||||||||||||||||||||
Unvested, December 31, 2012 | 510,000 | $ | 0.26 | ||||||||||||||||||||||||||||||
Noncontrolling_interests
Noncontrolling interests | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||
Noncontrolling Interest [Abstract] | ' | ' | |||||||||||||||||
Noncontrolling interests | ' | ' | |||||||||||||||||
Note 6 – Noncontrolling interests | Note 11 — 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, 2011, Tecogen purchased 1.5 million 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%. | ||||||||||||||||||
As of December 31, 2010 Tecogen owned 63.0% of Ilios. During the year ended December 31, 2011 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, 2012, Ilios sold 1 million 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, 2012, Tecogen purchased 1 million 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%. The table below presents the changes in equity resulting from net loss attributable to Tecogen and transfers to or from noncontrolling interests for the years ended December 31, 2012, 2011, and 2010. | ||||||||||||||||||
During the year ended December 31, 2012 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, 2012, 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%. | Net loss attributable to Tecogen Inc. and | ||||||||||||||||||
Transfers (to) from the Noncontrolling Interest | |||||||||||||||||||
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 ended September 30, 2013 and 2012. | Years ended December 31, | ||||||||||||||||||
Net loss attributable to Tecogen Inc. and | 2012 | 2011 | 2010 | ||||||||||||||||
Transfers (to) from the Noncontrolling Interest | Net loss attributable to Tecogen Inc. | $ | -1,636,957 | $ | -1,574,501 | $ | -355,308 | ||||||||||||
Nine Months Ended September 30, | Transfers (to) from the noncontrolling interest | ||||||||||||||||||
Decrease in Tecogen’s paid-in capital for purchase of 1,000,000 and 1,500,000 Ilios common shares in 2012 and 2011, respectively | -174,958 | -261,174 | |||||||||||||||||
2013 | 2012 | Increase in Tecogen’s paid-in capital upon the sale of 1,000,000 Ilios common shares | 289,606 | ||||||||||||||||
Net loss attributable to Tecogen Inc. | $ | -3,338,552 | $ | -1,509,891 | Net transfers to noncontrolling interest | 114,648 | -261,174 | — | |||||||||||
Transfers (to) from the noncontrolling interest | Change from net loss attributable to Tecogen Inc. and transfers to noncontrolling interest | $ | -1,522,309 | $ | -1,835,675 | $ | -355,308 | ||||||||||||
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 | |||||||||||||||
Retirement_plans
Retirement plans | 12 Months Ended |
Dec. 31, 2012 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Retirement plans | ' |
Note 12 — Retirement plans | |
The Company has a defined contribution retirement plan (the “Plan”), which qualifies under Section 401(k) of the Internal Revenue Code (IRC). Under the Plan, employees meeting certain requirements may elect to contribute a percentage of their salary up to the maximum allowed by the IRC. The Company matches a variable amount based on participant contributions up to a maximum of 4.5% of each participant’s salary. The Company contributed approximately $116,850, $115,120, and $111,100 to the Plan for the years ended December 31, 2012, 2011, and 2010. | |
Related_party_transactions
Related party transactions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2012 | |||
Related Party Transactions [Abstract] | ' | ' | ||
Related party transactions | ' | ' | ||
Note 7 – Related party transactions | Note 13 — 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. | The Company has five affiliated companies, namely American DG Energy, EuroSite Power, GlenRose Instruments, Pharos, and Levitronix. These companies are affiliates because several of the major stockholders of those companies, have a significant ownership position in the Company. American DG Energy, EuroSite Power, GlenRose Instruments, Pharos, and Levitronix do not 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 businesses of GlenRose Instruments, Pharos, and Levitronix are not related to the business of the Company. | |||
The common stockholders 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’s common stock; (b) the Chairman of EuroSite Power; (c) a director of Ilios and holds 6.7% of the company’s common stock; and (d) the Chairman of GlenRose Instruments and holds 15.7% of the company’s 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% of the company’s common stock; (b) an investor in Ilios and holds 3.0% of the company’s common stock; (c) an investor of GlenRose Instruments and holds 15.7% of the company’s common stock; (d) founder and investor of Pharos and holds 24.4% of the company’s common stock; and (e) an investor of Levitronix and holds 21.4% of the company’s common stock. | American DG Energy, EuroSite Power, GlenRose Instruments, Pharos, and Levitronix are affiliated companies by virtue of common ownership. The common stockholders include: | |||
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. | • | 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 10.8% of that company’s common stock; (b) the Chairman of EuroSite Power; (c) a director of Ilios and holds 7% of that company’s common stock; and (d) the Chairman of GlenRose Instruments and holds 15.7% of that company’s common stock. | ||
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. | • | Dr. George N. Hatsopoulos, who is John N. Hatsopoulos’ brother, and is also: (a) a director of American DG Energy and holds 14.3% of that company’s common stock; (b) an investor in Ilios and holds 3.1% of that company’s common stock; (c) an investor in GlenRose Instruments and holds 15.7% of that company’s common stock; (d) an investor in Pharos and holds 24.4% of that company’s common stock; and (e) an investor in Levitronix and holds 21.4% of that company’s common stock. | ||
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 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. | Additionally, the following related persons had or may have a direct or indirect material interest in our transactions with our affiliated companies: | |||
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. | • | Barry J. Sanders, who is: (a) the President and Chief Operating Officer of American DG Energy; (b) the Chief Executive Officer and a director of EuroSite Power; and (c) the Chairman of Ilios. | ||
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. | • | Anthony S. Loumidis, the Company’s former Vice President and Treasurer, who is: (a) the Chief Financial Officer, Secretary, and Treasurer of American DG Energy; (b) the Chief Financial Officer, Secretary, and Treasurer of EuroSite Power; (c) the Chief Financial Officer, Secretary, and Treasurer of GlenRose Instruments; and (d) the Treasurer of Ilios. | ||
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. | American DG Energy has sales representation rights to the Company’s products and services in New England. Revenue from sales of cogeneration and chiller systems, parts, and service to American DG Energy during the years ended December 31, 2012, 2011, and 2010, amounted to $3,795,666, $713,267, and $1,658,471, respectively. | |||
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 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. American DG Energy has not yet sold any products under this agreement and, therefore, no amounts have been required to be paid. | |||
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, was converted into 42,620 shares of common stock issued to each of the Nia Hatsopoulos Trust and the Alexander Hatsopoulos Trust. | 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 Nia Hatsopoulos Trust, which subscribed for debentures having an initial principal amount of $50,000; and 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. | |||
On May 11, 2009, John Hatsopoulos converted an aggregate of $427,432 in principal amount under demand notes held by him, together with accrued interest in the amount of $72,568 into 1,000,000 shares of common stock of Ilios 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 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. | |||
In addition, on 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 into 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 May 11, 2009, George N. Hatsopoulos, the Nia Hatsopoulos Trust and the Alexander Hatsopoulos Trust converted a portion of the principal amount under the debentures held by each of them into shares of common stock of Ilios, the Company’s then newly-formed subsidiary, at a conversion price of $0.50 per share. Specifically, George N. Hatsopoulos converted principal in the amount of $109,033, together with accrued interest in the amount of $90,967, into 400,000 shares of Ilios common stock; the Nia Hatsopoulos Trust converted principal in the amount of $213,716, together with interest in the amount of $36,284, into 500,000 shares of Ilios common stock; and Nia Hatsopoulos Trust converted principal in the amount of $213,716, together with interest in the amount of $36,284, into 500,000 shares of Ilios common stock. 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 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. 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 the Maturity Date. As of September 30, 2013 the Company has borrowed $1,200,000 pursuant to the Credit Agreement. | 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. | |||
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. | 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 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 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, was converted into 42,620 shares of common stock issued to each of the Nia Hatsopoulos Trust and the Alexander Hatsopoulos Trust. | |||
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. | On 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 into 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. | |||
The Company subleases portions of its corporate offices and manufacturing facility to sub-tenants under annual sublease agreements. For the nine months ended September 30, 2013 and 2012, the Company received $93,167 and $126,399, respectively, from American DG Energy, Levitronix LLC and Alexandros Partners LLC. In addition, for the nine months ended September 30, 2013 and 2012 the Company received from the same companies, $64,932 and $88,021, respectively, to offset common operating expenses incurred in the administration and maintenance of its corporate office and warehouse facility. | For additional disclosure on the Company’s debt see Note 7 — Demand notes payable and convertible debentures — related party. | |||
The Company’s headquarters are located in Waltham, Massachusetts and consist of 27,000 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. | John N. Hatsopoulos’ salary is $1.00 per year. On average, Mr. Hatsopoulos spends approximately 20% 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. | |||
Revenue from sales of cogeneration and chiller systems, parts and service to American DG Energy during the nine months ended September 30, 2013 and 2012 amounted to $546,279 and $1,596,420, 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, 2013 the total amount due to American DG Energy was $396,328, which is included in due to related party on the accompanying condensed consolidated balance sheet. As of December 31, 2012 the total amount due from American DG Energy was $70,811. | On January 1, 2006, the Company signed 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 amended on July 1, 2012. 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 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, 2013 the principal balance on this prepayment was $420,317 and is included in due to related party, net of amounts receivable but not yet due from American DG Energy, in the accompanying condensed consolidated balance sheet. | The Company subleases portions of its corporate offices and manufacturing facility to sub-tenants under annual sublease agreements. For the years ended December 31, 2012, 2011, and 2010, the Company received $158,898, $185,596, and $196,466, respectively, from American DG Energy, Levitronix, and Alexandros Partners LLC. In addition, for the years ended December 31, 2012, 2011, and 2010, the Company received from the same companies, $101,218, $224,700, and $142,050, 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 27,000 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 years ended December 31, 2012, 2011, and 2010 amounted to $3,795,666, $713,267, and $1,658,471, 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 December 31, 2012, 2011, and 2010, the total amount due from American DG Energy was $70,811, $299,739, and $98,230, respectively. | ||||
See Note 16 — Subsequent events for additional related party disclosure. | ||||
Fair_value_measurements
Fair value measurements | 9 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | ' | |||||||||||||
Fair value measurements | ' | ' | |||||||||||||
Note 8 – Fair value measurements | Note 14 — 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: | The Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement the instrument. The three levels of the hierarchy are defined as follows: | ||||||||||||||
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 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 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. | 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. | ||||||||||||||
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, 2013, 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. | The following table presents the input level used to determine the fair values of the Company’s financial instruments measured at fair value on a recurring basis for the years ended December 31, 2012, 2011, and 2010: | ||||||||||||||
31-Dec-12 | Quoted | Significant Other | Significant | ||||||||||||
Prices | Observable Inputs | Unobservable Inputs | |||||||||||||
in Active | (Level 2) | (Level 3) | |||||||||||||
Markets | |||||||||||||||
(Level 1) | |||||||||||||||
Assets | |||||||||||||||
Certificates of deposit | 181,859 | — | 181,859 | — | |||||||||||
Total Assets | $ | 181,859 | $ | — | $ | 181,859 | $ | — | |||||||
31-Dec-11 | Quoted | Significant Other | Significant | ||||||||||||
Prices | Observable Inputs | Unobservable Inputs | |||||||||||||
in Active | (Level 2) | (Level 3) | |||||||||||||
Markets | |||||||||||||||
(Level 1) | |||||||||||||||
Assets | |||||||||||||||
Certificates of deposit | 683,428 | — | 683,428 | — | |||||||||||
Total Assets | $ | 683,428 | $ | — | $ | 683,428 | $ | — | |||||||
December 31, | Quoted | Significant Other | Significant | ||||||||||||
2010 | Prices | Observable Inputs | Unobservable Inputs | ||||||||||||
in Active | (Level 2) | (Level 3) | |||||||||||||
Markets | |||||||||||||||
(Level 1) | |||||||||||||||
Assets | |||||||||||||||
Certificates of deposit | 85,000 | — | 85,000 | — | |||||||||||
Total Assets | $ | 85,000 | $ | — | $ | 85,000 | $ | — | |||||||
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. The Company has no assets or liabilities that are measured at fair value on a non-recurring basis. | |||||||||||||||
Asset_acquisition
Asset acquisition | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Asset Acquisition [Abstract] | ' | ||||
Purchase Of Assets Tangible And Intangible | ' | ||||
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. 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 | ||||
Income_taxes
Income taxes | 12 Months Ended | ||||||||||
Dec. 31, 2012 | |||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||
Income taxes | ' | ||||||||||
Note 15 — Income taxes | |||||||||||
A reconciliation of the federal statutory income tax provision to the Company’s actual provision for the years ended December 31, 2012, 2011, and 2010 is as follows: | |||||||||||
2012 | 2011 | 2010 | |||||||||
Benefit at federal statutory tax rate | $ | 680,000 | $ | 648,000 | $ | 185,000 | |||||
Unbenefited operating losses | -680,000 | -648,000 | -185,000 | ||||||||
Income tax provision | $ | — | $ | — | $ | — | |||||
The components of net deferred tax assets recognized in the accompanying consolidated balance sheets at December 31, 2012 and 2011 are as follows: | |||||||||||
2012 | 2011 | 2010 | |||||||||
Net operating loss carryforwards | $ | 3,380,000 | $ | 2,896,000 | $ | 2,867,000 | |||||
Accrued expenses and other | 676,000 | 588,000 | 30,000 | ||||||||
Accounts receivable | 60,000 | 37,000 | — | ||||||||
Inventory | 130,000 | 139,000 | — | ||||||||
Depreciation | 94,000 | 184,000 | 13,000 | ||||||||
4,340,000 | 3,844,000 | 2,910,000 | |||||||||
Valuation allowance | -4,340,000 | -3,844,000 | -2,910,000 | ||||||||
Net deferred tax asset | $ | — | $ | — | $ | — | |||||
As of December 31, 2012, the company has federal loss carryforwards of approximately $8,500,000, which expire beginning in 2021 through 2032. In addition, the Company has varying amounts of state net operating losses, expiring at various dates starting in 2012 through 2032. The federal net operating losses include approximately $1,900,000 attributable to the Company’s majority-owned subsidiary, which can only be used against income of that entity. | |||||||||||
Management has determined that it is more likely than not that the company will not recognize the benefits of the federal and state deferred tax assets and as a result has recorded a valuation allowance against the entire net deferred tax asset. The valuation allowance has increased by $496,000 during the year ended December 31, 2012. If the company should generate sustained future taxable income, against which these tax attributes may be recognized, some portion or all of the valuation allowance would be reversed. | |||||||||||
The Company did not record a benefit for income taxes related to its operating losses for the years ended December 31, 2012, 2011, and 2010. | |||||||||||
The Company has analyzed its current tax return compliance positions and has determined that no uncertain tax positions have been taken that would require recognition. | |||||||||||
Subsequent_events
Subsequent events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Subsequent Events [Abstract] | ' | ' |
Subsequent events | ' | ' |
Note 11 – Subsequent events | Note 16 — 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. | On January 9, 2013, the Company purchased the assets, both tangible and intangible, required to manufacture the permanent magnet generator (PMG) used in its InVerde product. Prior to this purchase of assets from a vendor, Danotek Motion Technologies, Inc. manufactured our PMG. | |
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 March 14, 2013, the Company received a prepayment for future 2013 purchases of modules, parts and service from a related party in the amount of $827,747. The Company will provide a discount on these prepaid purchases equal to 6% per annum on deposit balances. | |
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 March 25, 2013, the Company secured a working capital line of credit with John Hatsopoulos, the Company’s Chief Executive Officer, in the amount of $1 million. | |
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. | The Company’s common stock was split one-for-four effective July 22, 2013. All per share data and common stock information have been restated to reflect this split. The par value of the Company’s common stock remains $0.001 per share. | |
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 prospectus and determined that no additional subsequent events occurred that would require recognition in the consolidated financial statements or disclosure in the notes thereto. | |
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. | ||
Reclassification
Reclassification | 9 Months Ended |
Sep. 30, 2013 | |
Reclassification [Abstract] | ' |
Reclassification | ' |
Note 12 – Reclassification | |
Certain prior period balances have been reclassified to conform with current period presentation. | |
Summary_of_significant_account
Summary of significant accounting policies (Policies) | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||
Accounting Policies [Abstract] | ' | ' | |||||||||||||||||
Business Description and 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. | |||||||||||||||||||
Principles of Consolidation and Basis of Presentation | ' | ' | |||||||||||||||||
Basis of Presentation | Principles of Consolidation and 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, 2012 in conjunction with our 2012 Annual Report on Form 10-K, or our Annual Report, filed with the Securities and Exchange Commission, or SEC, on March 27, 2013. This form 10-Q should be read in conjunction with that Form 10-K. | The financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles (GAAP) to ensure financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (ASC). The Company adopted the presentation requirements for noncontrolling interests required by ASC 810 Consolidation . Under ASC 810, earnings or losses attributed to the noncontrolling interests are reported as part of the consolidated earnings and not a separate component of income or expense. Noncontrolling interests in the net assets and operations of Ilios are reflected in the caption “Noncontrolling interest” in the accompanying consolidated financial statements. All intercompany transactions have been eliminated. | ||||||||||||||||||
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, 2013, and of operations and cash flows for the interim periods ended September 30, 2013 and 2012. The results of operations for the interim periods ended September 30, 2013 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 | ' | ' | |||||||||||||||||
Use of Estimates | 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. | 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. | ||||||||||||||||||
Concentration of Credit Risk | ' | ' | |||||||||||||||||
Concentration of Credit Risk | 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, 2013, the Company had a balance of $144,091 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. | The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains its cash balances in bank accounts, which at times may exceed the Federal Deposit Insurance Corporation’s (“FDIC”) general deposit insurance limits. The amount on deposit at December 31, 2012, 2011, and 2010 that exceeded the $250,000 federally insured limit was approximately $1,070,000, $3,200,000, and $1,167,000, respectively. The Company has not experienced any losses in such accounts and thus believes that it is not exposed to any significant credit risk on cash and cash equivalents. | ||||||||||||||||||
There were no customers that represented more than 10% of revenues for the year ended December 31, 2011. The Company has one customer that represented 24.9% and 14.6% of revenues for the years ended December 31, 2012 and 2010, respectively. Included in trade accounts receivable are amounts from one customer that represents 16% and 17% of the trade accounts receivable balance as of December 31, 2012 and 2011, respectively. | |||||||||||||||||||
Cash and Cash Equivalents | ' | ' | |||||||||||||||||
Cash and Cash Equivalents | 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. | 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. | ||||||||||||||||||
Short-Term Investments | ' | ' | |||||||||||||||||
Short-Term Investments | 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. | 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. | ||||||||||||||||||
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 was cancelled and the certificate of deposit was released from restriction. | |||||||||||||||||||
On June 13, 2011, the Southern California Gas Company entered into an agreement with the Company to invest $500,000 in the Company’s common stock. The agreement included certain stockholder rights and a redemption right whereby the investor may redeem the shares for cash until the earlier of the initiation of a public offering of the Company by filing a registration statement with the SEC or 5 years. A letter of credit, secured by a Certificate of Deposit, for the amount of the investment has been put in place to satisfy the contingency of the redemption right. The Certificate of Deposit is classified as a short-term investment in the accompanying balance sheet. Since the Company filed a registration statement with the Securities and Exchange Commission on December 23, 2011, the redemption right is no longer valid. The Certificate of Deposit was converted to cash in 2012. | |||||||||||||||||||
Accounts Receivable | ' | ' | |||||||||||||||||
Accounts Receivable | 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, 2013 and December 31, 2012 the allowance for doubtful accounts was $119,700 and $154,400, respectively. | 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 December 31, 2012 and 2011, the allowance for doubtful accounts was $154,400 and $96,800, respectively. | ||||||||||||||||||
Inventory | ' | ' | |||||||||||||||||
Inventory | 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. | 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 | 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. | 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 seven 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 | Intangible Assets | ||||||||||||||||||
Intangible assets subject to amortization include costs incurred by the Company to acquire developed technology discussed in Note 10, 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. | Intangible assets subject to amortization include costs incurred by the Company to acquire 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 | ' | ' | |||||||||||||||||
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 nine months of 2013 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. | |||||||||||||||||||
Impairment of long-lived assets | ' | ' | |||||||||||||||||
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, 2013. | |||||||||||||||||||
Loss per Common Share | ' | ' | |||||||||||||||||
Loss per Common Share | 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. | 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. All shares issuable for the years ended December 31, 2012, 2011, and 2010 were anti-dilutive because of the reported net loss. | ||||||||||||||||||
Other Comprehensive Net Loss | ' | ' | |||||||||||||||||
Other Comprehensive Net Loss | Other Comprehensive Net Loss | ||||||||||||||||||
The comprehensive net loss for the three and nine month periods ended September 30, 2013 and 2012 does not differ from the reported loss. | The comprehensive net loss for the years ended December 31, 2012, 2011, and 2010 does not differ from the reported loss. | ||||||||||||||||||
Segment Information | ' | ' | |||||||||||||||||
Segment Information | 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 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 is the manufacture and support of highly efficient CHP products based on engines fueled by natural gas. | ||||||||||||||||||
The following table summarizes net revenue by product line and services for nine months ended September 30, 2013 and 2012: | The following table summarizes net revenue by product line and services for the years ended December 31, 2012, 2011, and 2010: | ||||||||||||||||||
Nine Months Ended | 2012 | 2011 | 2010 | ||||||||||||||||
September 30, | September 30, | Products: | |||||||||||||||||
2013 | 2012 | Cogeneration | $ | 5,791,412 | $ | 2,737,161 | $ | 4,977,595 | |||||||||||
Products: | Chiller | 1,661,810 | 1,831,952 | 566,010 | |||||||||||||||
Cogeneration | $ | 2,441,740 | $ | 2,687,769 | Total Product Revenue | 7,453,222 | 4,569,113 | 5,543,605 | |||||||||||
Chiller | 1,198,234 | 1,503,670 | Services | 7,800,750 | 6,496,097 | 5,767,624 | |||||||||||||
Total Product Revenue | 3,639,974 | 4,191,439 | $ | 15,253,972 | $ | 11,065,210 | $ | 11,311,229 | |||||||||||
Services | 6,103,044 | 5,498,545 | |||||||||||||||||
$ | 9,743,018 | $ | 9,689,984 | ||||||||||||||||
Income Taxes | ' | ' | |||||||||||||||||
Income Taxes | 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. | 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. | ||||||||||||||||||
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. | The Company has adopted 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. See Note 15 — Income taxes . | ||||||||||||||||||
With few exceptions, the Company is no longer subject to possible income tax examinations by federal, state, or local taxing authorities for tax years before 2009, with the exception of loss carryforwards in the event they are utilized in future years. | |||||||||||||||||||
The Company’s tax returns are open to adjustment from 2001 forward because the Company has loss carryforwards from those years, which may be adjusted in the year those losses are utilized. | |||||||||||||||||||
Fair Value of Financial Instruments | ' | ' | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||||
The Company’s financial instruments are cash and cash equivalents, certificates of deposit, accounts receivable, accounts payable, capital lease obligations, and notes due from 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 December 31, 2012, the current value on the consolidated balance sheet of the debentures and capital lease obligations approximates fair value as the terms approximate those available for similar instruments. Certificates of deposit classified as short-term investments are recorded at fair value. | |||||||||||||||||||
Revenue Recognition | ' | ' | |||||||||||||||||
Revenue Recognition | 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. | 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 nine months ended September 30, 2013 and 2012 no revenues were recorded as bill and hold transactions. | 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 the buyer, and the Company has no additional performance obligations. For these transactions, the finished goods are segregated from inventory and normal billing and credit terms are granted. For the years ended December 31, 2012, 2011, and 2010, no revenues were recorded as bill and hold transactions. | ||||||||||||||||||
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. | 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. | ||||||||||||||||||
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. | 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. Because 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. | 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. 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 nine months ended September 30, 2013 a loss of approximately $300,000 was recorded. 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. | In some cases, our customers may choose to have the Company provide turnkey services for them rather than simply purchasing the cogeneration and/or chiller units. Turnkey services include site engineering, construction, electrical, plumbing and installation services. In this case, the Company accounts for revenue, or turnkey revenue, and costs using the percentage-of-completion method of accounting and is included in service revenue in the consolidated statement of operations. 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. 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 are recorded as deferred revenue. | ||||||||||||||||||
Sales Taxes | ' | ' | |||||||||||||||||
Presentation of Sales Taxes | 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. | 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 | ' | ' | |||||||||||||||||
Shipping and Handling Costs | Shipping and Handling Costs | ||||||||||||||||||
The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales. | The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales. | ||||||||||||||||||
Advertising Costs | ' | ' | |||||||||||||||||
Advertising Costs | Advertising Costs | ||||||||||||||||||
The Company expenses the costs of advertising as incurred. For the nine months ended September 30, 2013 and 2012, advertising expense was approximately $147,000 and $133,000, respectively. | The Company expenses the costs of advertising as incurred. For the years ended December 31, 2012, 2011, and 2010, advertising expense was approximately $187,500, $86,700, and $14,900, respectively. | ||||||||||||||||||
Off Balance Sheet Arrangements | ' | ' | |||||||||||||||||
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 | ' | ' | |||||||||||||||||
Research and Development Costs/Grants | Research and Development Costs | ||||||||||||||||||
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 nine months ended September 30, 2013 and 2012, amounts received were approximately $115,150 and $101,400, respectively, which offset the Company’s total research and development expenditures for each of the respective periods. As of September 30, 2013 and December 31, 2012, retainage receivable was approximately $138,350 and $154,700, respectively. | 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. Amounts received totaled $126,500, $239,000, and $917,000 in fiscal years 2012, 2011, and 2010, respectively, which offset the Company’s total R&D expenditures for each of the respective years. | ||||||||||||||||||
Stock-Based Compensation | ' | ' | |||||||||||||||||
Stock-Based Compensation | 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”.) | 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 statements of operations over the requisite service period. | ||||||||||||||||||
Pursuant to ASC 505-50, Equity Based Payments to Non-Employees , the fair value of restricted common stock and stock options issued to non-employees is revalued at each reporting period until the ultimate measurement date, as defined by ASC 505-50. The Company records the value of the instruments at the time services are provided and the instruments vest. Accordingly, the ultimate expense is not fixed until such instruments are fully vested. | |||||||||||||||||||
The determination of the fair value of share-based payment awards is affected by the Company’s stock price. Since the Company was not publicly traded when the awards were issued, 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 Company utilizes an estimated forfeiture rate when calculating the expense for the period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense recognized is based on awards that are ultimately expected to vest. The Company evaluates the assumptions used to value awards regularly and if factors change and different assumptions are employed, stock-based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase, or cancel any remaining unearned stock-based compensation expense. | |||||||||||||||||||
Common Stock | ' | ' | |||||||||||||||||
Common Stock | Common Stock Subscriptions | ||||||||||||||||||
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. | Outstanding proceeds for common stock transaction appear as common stock subscriptions in the accompanying consolidated balance sheets and consolidated statements of changes in stockholders’ equity until received. | ||||||||||||||||||
Reclassifications | ' | ' | |||||||||||||||||
Reclassification | Reclassifications | ||||||||||||||||||
Certain prior period balances have been reclassified to conform with current period presentation. | Certain prior period balances have been reclassified to conform with current period presentation. | ||||||||||||||||||
Description_of_business_and_su1
Description of business and summary of significant accounting policies (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||
Accounting Policies [Abstract] | ' | ' | |||||||||||||||||
Net Revenue by Product Line and Services | ' | ' | |||||||||||||||||
The following table summarizes net revenue by product line and services for nine months ended September 30, 2013 and 2012: | The following table summarizes net revenue by product line and services for the years ended December 31, 2012, 2011, and 2010: | ||||||||||||||||||
Nine Months Ended | 2012 | 2011 | 2010 | ||||||||||||||||
September 30, | September 30, | Products: | |||||||||||||||||
2013 | 2012 | Cogeneration | $ | 5,791,412 | $ | 2,737,161 | $ | 4,977,595 | |||||||||||
Products: | Chiller | 1,661,810 | 1,831,952 | 566,010 | |||||||||||||||
Cogeneration | $ | 2,441,740 | $ | 2,687,769 | Total Product Revenue | 7,453,222 | 4,569,113 | 5,543,605 | |||||||||||
Chiller | 1,198,234 | 1,503,670 | Services | 7,800,750 | 6,496,097 | 5,767,624 | |||||||||||||
Total Product Revenue | 3,639,974 | 4,191,439 | $ | 15,253,972 | $ | 11,065,210 | $ | 11,311,229 | |||||||||||
Services | 6,103,044 | 5,498,545 | |||||||||||||||||
$ | 9,743,018 | $ | 9,689,984 | ||||||||||||||||
Loss_per_common_share_Tables
Loss per common share (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||
Earnings Per Share [Abstract] | ' | ' | |||||||||||||||||
Schedule of Loss Per Common Share, Basic and Diluted | ' | ' | |||||||||||||||||
All shares issuable for both periods were anti-dilutive because of the reported net loss. Basic and diluted loss per share for the nine months ended September 30, 2013 and 2012, respectively, were as follows: | Basic and diluted earnings per share for the years ended December 31, 2012, 2011, and 2010, respectively, were as follows: | ||||||||||||||||||
Nine Months Ended | 2012 | 2011 | 2010 | ||||||||||||||||
September 30, | September 30, | Loss available to stockholders | $ | -1,636,957 | $ | -1,574,501 | $ | -355,308 | |||||||||||
2013 | 2012 | Weighted average shares outstanding – Basic and diluted | 13,135,072 | 12,052,914 | 11,470,658 | ||||||||||||||
Loss available to stockholders | $ | -3,338,552 | $ | -1,509,891 | Basic and diluted loss per share | $ | -0.12 | $ | -0.13 | $ | -0.03 | ||||||||
Anti-dilutive shares underlying stock options outstanding | 1,096,500 | 1,095,250 | 620,000 | ||||||||||||||||
Weighted average shares outstanding - Basic and diluted | 13,212,894 | 13,166,080 | Anti-dilutive shares underlying convertible debentures | 75,806 | 159,140 | 159,140 | |||||||||||||
Basic and diluted loss per share | $ | -0.25 | $ | -0.11 | |||||||||||||||
Anti-dilutive shares underlying stock options outstanding | 1,134,000 | 1,095,250 | |||||||||||||||||
Anti-dilutive convertible debentures | 75,806 | 75,806 | |||||||||||||||||
Inventory_Tables
Inventory (Tables) | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Summary of Inventory | ' | |||||||
Inventories at December 31, 2012 and 2011 consisted of the following: | ||||||||
2012 | 2011 | |||||||
Gross raw materials | $ | 3,574,620 | $ | 2,701,496 | ||||
Less – reserves | -332,000 | -358,800 | ||||||
Net raw materials | 3,242,620 | 2,342,696 | ||||||
Work-in-process | 114,002 | 119,640 | ||||||
Finished goods | — | 106,650 | ||||||
$ | 3,356,622 | $ | 2,568,986 | |||||
Intangible_assets_other_than_g1
Intangible assets other than goodwill (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ' | ' | |||||||||||||||||
Schedule of Finite-Lived Intangible Assets | ' | ' | |||||||||||||||||
As of September 30, 2013 the Company has the following amounts related to intangible assets: | Intangible assets at December 31, 2012 and 2011 consist of the following: | ||||||||||||||||||
Gross Carrying | Accumulated | Product Certifications | Patents | Total | |||||||||||||||
Amount | Amortization | Balance at December 31, 2012 | |||||||||||||||||
Patent costs | $ | 411,181 | $ | 33,516 | Intangible assets | $ | 235,482 | $ | 214,883 | $ | 450,365 | ||||||||
Product certifications | 372,046 | 76,135 | Less – accumulated amortization | -57,798 | -20,547 | -78,345 | |||||||||||||
Developed technology | 240,000 | 8,971 | $ | 177,684 | $ | 194,336 | $ | 372,020 | |||||||||||
$ | 1,023,227 | $ | 118,622 | Balance at December 31, 2011 | |||||||||||||||
Intangible assets | $ | 218,168 | $ | 67,902 | $ | 286,070 | |||||||||||||
Less – accumulated amortization | -38,254 | -6,195 | -44,449 | ||||||||||||||||
$ | 179,914 | $ | 61,707 | $ | 241,621 | ||||||||||||||
Schedule of Estimated Future Amortization Expense | ' | ' | |||||||||||||||||
Estimated future annual amortization expense related to the intangible assets is as follows: | Estimated amortization expense at December 31 for each of the five succeeding years is as follows: | ||||||||||||||||||
2013 | $ | 24,581 | 2013 | $ | 39,879 | ||||||||||||||
2014 | 111,945 | 2014 | 54,246 | ||||||||||||||||
2015 | 111,945 | 2015 | 54,246 | ||||||||||||||||
2016 | 111,945 | 2016 | 54,246 | ||||||||||||||||
2017 | 111,945 | 2017 | 54,246 | ||||||||||||||||
Thereafter | 432,244 | Thereafter | 115,157 | ||||||||||||||||
$ | 904,605 | $ | 372,020 | ||||||||||||||||
Property_and_equipment_Tables
Property and equipment (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2012 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Summary of Property and Equipment | ' | |||||||||
Property and equipment at December 31, 2012 and 2011 consisted of the following: | ||||||||||
Estimated Useful | 2012 | 2011 | ||||||||
Life (in Years) | ||||||||||
Machinery and equipment | 5 - 7 years | $ | 478,290 | $ | 355,985 | |||||
Furniture and fixtures | 5 years | 54,058 | 48,157 | |||||||
Computer software | 3 - 5 years | 56,935 | 46,355 | |||||||
Leasehold improvements | * | 326,366 | 245,441 | |||||||
915,649 | 695,938 | |||||||||
Less – accumulated depreciation and amortization | -480,037 | -310,159 | ||||||||
Net property, plant and equipment | $ | 435,612 | $ | 385,779 | ||||||
* | Lesser of estimated useful life of asset or lease term | |||||||||
Commitments_and_contingencies_
Commitments and contingencies (Tables) | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | ' | ||||||||
Future minimum lease payments under all non-cancelable operating leases as of September 30, 2013 consist of the following: | Future minimum lease payments under all non-cancelable operating leases as of December 31, 2012, consist of the following: | |||||||||
Years Ending December 31, | Amount | Years Ending December 31, | Amount | |||||||
2013 | $ | 149,352 | 2013 | $ | 584,442 | |||||
2014 | 579,495 | 2014 | 557,993 | |||||||
2015 | 535,349 | 2015 | 526,690 | |||||||
2016 | 485,040 | 2016 | 485,040 | |||||||
2017 | 491,920 | 2017 | 491,920 | |||||||
2018 and thereafter | 3,241,340 | 2018 and thereafter | 3,241,340 | |||||||
Total | $ | 5,482,496 | Total | $ | 5,887,425 | |||||
Product_warranty_Tables
Product warranty (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Guarantees [Abstract] | ' | ||||
Schedule of Product Warranty Reserve | ' | ||||
Changes in the Company’s warranty reserve were as follows: | |||||
Warranty reserve, December 31, 2010 | $ | 82,600 | |||
Warranty provision for units sold | 42,847 | ||||
Costs of warranty incurred | -72,447 | ||||
Warranty reserve, December 31, 2010 | $ | 53,000 | |||
Warranty provision for units sold | 76,637 | ||||
Costs of warranty incurred | -72,637 | ||||
Warranty reserve, December 31, 2011 | 57,000 | ||||
Warranty provision for units sold | 160,684 | ||||
Costs of warranty incurred | -127,484 | ||||
Warranty reserve, December 31, 2012 | $ | 90,200 | |||
Stockbased_compensation_Tables
Stock-based compensation (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||||||||||||||||
Tecogen | ' | ' | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | |||||||||||||||||||||||||||||||
Schedule of Stock Option Activity | ' | ' | |||||||||||||||||||||||||||||||
Stock option activity for the nine months ended September 30, 2013 was as follows: | Stock option activity for the year ended December 31, 2012, 2011, and 2010, was as follows: | ||||||||||||||||||||||||||||||||
Common Stock Options | Number of | Exercise | Weighted | Weighted | Aggregate | Common Stock Options | Number of | Exercise | Weighted Average | Weighted Average | Aggregate | ||||||||||||||||||||||
Options | Price | Average | Average | Intrinsic | Options | Price | Exercise | Remaining | Intrinsic | ||||||||||||||||||||||||
Per | Exercise | Remaining | Value | Per Share | Price | Life | Value | ||||||||||||||||||||||||||
Share | Price | Life | Outstanding, December 31, 2009 | 595,000 | $ | 0.12 - $2.00 | $ | 1.28 | 4.27 years | $ | 793,500 | ||||||||||||||||||||||
Outstanding, December 31, 2012 | 1,096,500 | $0.12-$3.20 | $ | 1.96 | 4.66 years | $ | 1,356,400 | Granted | 25,000 | $ | 2.6 | $ | 2.6 | ||||||||||||||||||||
Granted | 37,500 | 3.2 | 3.2 | — | — | Exercised | |||||||||||||||||||||||||||
Exercised | — | — | — | — | — | Canceled and forfeited | |||||||||||||||||||||||||||
Canceled and forfeited | — | — | — | — | — | Repurchased | |||||||||||||||||||||||||||
Expired | — | — | — | — | — | Expired | |||||||||||||||||||||||||||
Outstanding, September 30, 2013 | 1,134,000 | $0.12-$3.20 | $ | 2 | 3.94 years | $ | 1,356,400 | Outstanding, December 31, 2010 | 620,000 | $ | 0.12 - $2.60 | $ | 1.2 | 3.30 years | $ | 793,500 | |||||||||||||||||
Exercisable, September 30, 2013 | 815,438 | $ | 1.73 | $ | 1,201,075 | Exercisable, December 31, 2010 | 307,500 | $ | 1.12 | $ | 451,000 | ||||||||||||||||||||||
Vested and expected to vest, September 30, 2013 | 1,134,000 | $ | 2 | $ | 1,356,400 | Vested and expected to vest, December 31, 2010 | 620,000 | $ | 1.2 | $ | 793,500 | ||||||||||||||||||||||
Outstanding, December 31, 2010 | 620,000 | $ | 0.12 - $2.60 | $ | 1.28 | 3.30 years | $ | 793,500 | |||||||||||||||||||||||||
Granted | 511,500 | $ | 2.60 - $2.80 | $ | 2.6 | ||||||||||||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||||||||||||||||
Canceled and forfeited | — | — | — | ||||||||||||||||||||||||||||||
Repurchased | -12,500 | $ | 1 | $ | 1 | ||||||||||||||||||||||||||||
Expired | -23,750 | $ | 1.20 - $2.60 | $ | 1.48 | ||||||||||||||||||||||||||||
Outstanding, December 31, 2011 | 1,095,250 | $ | 0.12 - $2.80 | $ | 1.92 | 5.53 years | $ | 1,387,150 | |||||||||||||||||||||||||
Exercisable, December 31, 2011 | 418,438 | $ | 1.24 | $ | 815,125 | ||||||||||||||||||||||||||||
Vested and expected to vest, December 31, 2011 | 1,025,250 | $ | 1.92 | $ | 1,387,150 | ||||||||||||||||||||||||||||
Outstanding, December 31, 2011 | 1,095,250 | $ | 0.12 - $2.80 | $ | 1.92 | 5.53 years | $ | 1,387,150 | |||||||||||||||||||||||||
Granted | 17,500 | $ | 3.2 | $ | 3.2 | ||||||||||||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||||||||||||||||
Canceled and forfeited | -15,938 | $ | 1.20 - $2.60 | $ | 1.28 | ||||||||||||||||||||||||||||
Expired | -313 | $ | 2.6 | $ | 2.6 | ||||||||||||||||||||||||||||
Outstanding, December 31, 2012 | 1,096,500 | $ | 0.12 - $3.20 | $ | 1.96 | 4.66 years | $ | 1,356,400 | |||||||||||||||||||||||||
Exercisable, December 31, 2012 | 662,563 | $ | 1.56 | $ | 1,096,225 | ||||||||||||||||||||||||||||
Vested and expected to vest, December 31, 2012 | 1,096,500 | $ | 1.96 | $ | 1,356,400 | ||||||||||||||||||||||||||||
Summary of Weighted Average Assumptions Used in Black-Scholes Option Pricing | ' | ' | |||||||||||||||||||||||||||||||
The weighted average assumptions used in the Black-Scholes option pricing model for options granted in 2012, 2011, and 2010 are as follows: | |||||||||||||||||||||||||||||||||
2012 | 2011 | 2010 | |||||||||||||||||||||||||||||||
Stock option awards: | |||||||||||||||||||||||||||||||||
Expected life | 6.25 years | 6.25 years | 5 years | ||||||||||||||||||||||||||||||
Risk-free interest rate | 0.70% | 2.46% | 2.46% | ||||||||||||||||||||||||||||||
Expected volatility | 35.9% - 36.0% | 33.8% - 35.5% | 33.30% | ||||||||||||||||||||||||||||||
Schedule of Restricted Stock Activity | ' | ' | |||||||||||||||||||||||||||||||
Restricted stock activity for the nine months ended September 30, 2013 as follows: | Restricted stock activity for the years ended December 31, 2012 and 2011 was as follows: | ||||||||||||||||||||||||||||||||
Number of | Weighted | Number of | Weighted | ||||||||||||||||||||||||||||||
Restricted | Average | Restricted | Average | ||||||||||||||||||||||||||||||
Stock | Grant Date | Stock | Grant Date | ||||||||||||||||||||||||||||||
Fair Value | Fair Value | ||||||||||||||||||||||||||||||||
Unvested, December 31, 2012 | 399,070 | $ | 1.44 | Unvested, December 31, 2009 | 414,106 | $ | 1.24 | ||||||||||||||||||||||||||
Granted | — | — | Granted | 19,211 | 2.6 | ||||||||||||||||||||||||||||
Vested | — | — | Vested | — | — | ||||||||||||||||||||||||||||
Forfeited | -37,500 | 2.6 | Forfeited | — | — | ||||||||||||||||||||||||||||
Unvested, September 30, 2013 | 361,570 | $ | 1.31 | Unvested, December 31, 2010 | 433,317 | $ | 1.28 | ||||||||||||||||||||||||||
Unvested, December 31, 2010 | 433,317 | $ | 1.28 | ||||||||||||||||||||||||||||||
Granted | 50,000 | 2.6 | |||||||||||||||||||||||||||||||
Vested | — | — | |||||||||||||||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||||||||||||||
Unvested, December 31, 2011 | 483,317 | $ | 1.44 | ||||||||||||||||||||||||||||||
Unvested, December 31, 2011 | 483,317 | $ | 1.44 | ||||||||||||||||||||||||||||||
Granted | — | — | |||||||||||||||||||||||||||||||
Vested | — | — | |||||||||||||||||||||||||||||||
Forfeited | (84,247 | 1.36 | |||||||||||||||||||||||||||||||
Unvested, December 31, 2012 | 399,070 | $ | 1.44 | ||||||||||||||||||||||||||||||
Ilois | ' | ' | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | |||||||||||||||||||||||||||||||
Schedule of Stock Option Activity | ' | ' | |||||||||||||||||||||||||||||||
Stock option activity relating to Ilios for the nine months ended September 30, 2013 was as follows: | Stock option activity for the year ended December 31, 2012, 2011, and 2010, was as follows: | ||||||||||||||||||||||||||||||||
Common Stock Options | Number of | Exercise | Weighted | Weighted | Aggregate | Common Stock Options | Number of | Exercise | Weighted Average | Weighted Average | Aggregate | ||||||||||||||||||||||
Options | Price | Average | Average | Intrinsic | Options | Price | Exercise | Remaining | Intrinsic | ||||||||||||||||||||||||
Per | Exercise | Remaining | Value | Per Share | Price | Life | Value | ||||||||||||||||||||||||||
Share | Price | Life | Outstanding, December 31, 2009 | 595,000 | $ | 0.12 - $2.00 | $ | 1.28 | 4.27 years | $ | 793,500 | ||||||||||||||||||||||
Outstanding, December 31, 2012 | 575,000 | $0.10-$0.50 | $ | 0.29 | 7.44 years | $ | 120,000 | Granted | 25,000 | $ | 2.6 | $ | 2.6 | ||||||||||||||||||||
Granted | — | — | — | Exercised | |||||||||||||||||||||||||||||
Exercised | — | — | — | Canceled and forfeited | |||||||||||||||||||||||||||||
Canceled and forfeited | — | — | — | Repurchased | |||||||||||||||||||||||||||||
Expired | — | — | — | Expired | |||||||||||||||||||||||||||||
Outstanding, September 30, 2013 | 575,000 | $0.10-$0.50 | $ | 0.29 | 6.69 years | $ | 120,000 | Outstanding, December 31, 2010 | 620,000 | $ | 0.12 - $2.60 | $ | 1.2 | 3.30 years | $ | 793,500 | |||||||||||||||||
Exercisable, September 30, 2013 | 62,500 | $ | 0.5 | $ | — | Exercisable, December 31, 2010 | 307,500 | $ | 1.12 | $ | 451,000 | ||||||||||||||||||||||
Vested and expected to vest, September 30, 2013 | 575,000 | $ | 0.29 | $ | 120,000 | Vested and expected to vest, December 31, 2010 | 620,000 | $ | 1.2 | $ | 793,500 | ||||||||||||||||||||||
Outstanding, December 31, 2010 | 620,000 | $ | 0.12 - $2.60 | $ | 1.28 | 3.30 years | $ | 793,500 | |||||||||||||||||||||||||
Granted | 511,500 | $ | 2.60 - $2.80 | $ | 2.6 | ||||||||||||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||||||||||||||||
Canceled and forfeited | — | — | — | ||||||||||||||||||||||||||||||
Repurchased | -12,500 | $ | 1 | $ | 1 | ||||||||||||||||||||||||||||
Expired | -23,750 | $ | 1.20 - $2.60 | $ | 1.48 | ||||||||||||||||||||||||||||
Outstanding, December 31, 2011 | 1,095,250 | $ | 0.12 - $2.80 | $ | 1.92 | 5.53 years | $ | 1,387,150 | |||||||||||||||||||||||||
Exercisable, December 31, 2011 | 418,438 | $ | 1.24 | $ | 815,125 | ||||||||||||||||||||||||||||
Vested and expected to vest, December 31, 2011 | 1,025,250 | $ | 1.92 | $ | 1,387,150 | ||||||||||||||||||||||||||||
Outstanding, December 31, 2011 | 1,095,250 | $ | 0.12 - $2.80 | $ | 1.92 | 5.53 years | $ | 1,387,150 | |||||||||||||||||||||||||
Granted | 17,500 | $ | 3.2 | $ | 3.2 | ||||||||||||||||||||||||||||
Exercised | — | — | — | ||||||||||||||||||||||||||||||
Canceled and forfeited | -15,938 | $ | 1.20 - $2.60 | $ | 1.28 | ||||||||||||||||||||||||||||
Expired | -313 | $ | 2.6 | $ | 2.6 | ||||||||||||||||||||||||||||
Outstanding, December 31, 2012 | 1,096,500 | $ | 0.12 - $3.20 | $ | 1.96 | 4.66 years | $ | 1,356,400 | |||||||||||||||||||||||||
Exercisable, December 31, 2012 | 662,563 | $ | 1.56 | $ | 1,096,225 | ||||||||||||||||||||||||||||
Vested and expected to vest, December 31, 2012 | 1,096,500 | $ | 1.96 | $ | 1,356,400 | ||||||||||||||||||||||||||||
Summary of Weighted Average Assumptions Used in Black-Scholes Option Pricing | ' | ' | |||||||||||||||||||||||||||||||
For the Ilios awards, the weighted average assumptions used in the Black-Scholes option pricing model for options granted in 2012 and 2011 are as follows: | |||||||||||||||||||||||||||||||||
2012 | 2011 | ||||||||||||||||||||||||||||||||
Stock option awards: | |||||||||||||||||||||||||||||||||
Expected life | 6.25 years | 6.25 years | |||||||||||||||||||||||||||||||
Risk-free interest rate | 2.03% | 2.03% | |||||||||||||||||||||||||||||||
Expected volatility | 36.10% | 34.20% | |||||||||||||||||||||||||||||||
Schedule of Restricted Stock Activity | ' | ' | |||||||||||||||||||||||||||||||
Restricted stock activity for the Ilios awards, for the nine months ended September 30, 2013 was as follows: | Restricted stock activity for the Ilios awards, for the years ended December 31, 2012, 2011, and 2010 was as follows: | ||||||||||||||||||||||||||||||||
Number of | Weighted | Number of | Weighted Average | ||||||||||||||||||||||||||||||
Restricted | Average | Restricted | Grant Date Fair | ||||||||||||||||||||||||||||||
Stock | Grant Date | Stock | Value | ||||||||||||||||||||||||||||||
Fair Value | Unvested, December 31, 2009 | 360,000 | $ | 0.1 | |||||||||||||||||||||||||||||
Unvested, December 31, 2012 | 510,000 | $ | 0.26 | Granted | — | — | |||||||||||||||||||||||||||
Granted | — | — | Vested | — | — | ||||||||||||||||||||||||||||
Vested | — | — | Forfeited | — | — | ||||||||||||||||||||||||||||
Forfeited | -200,000 | 0.5 | Unvested, December 31, 2010 | 360,000 | $ | 0.1 | |||||||||||||||||||||||||||
Unvested, September 30, 2013 | 310,000 | $ | 0.1 | Unvested, December 31, 2010 | 360,000 | $ | 0.1 | ||||||||||||||||||||||||||
Granted | 200,000 | 0.5 | |||||||||||||||||||||||||||||||
Vested | — | — | |||||||||||||||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||||||||||||||
Unvested, December 31, 2011 | 560,000 | $ | 0.24 | ||||||||||||||||||||||||||||||
Unvested, December 31, 2011 | 560,000 | $ | 0.24 | ||||||||||||||||||||||||||||||
Granted | — | — | |||||||||||||||||||||||||||||||
Vested | — | — | |||||||||||||||||||||||||||||||
Forfeited | -50,000 | 0.1 | |||||||||||||||||||||||||||||||
Unvested, December 31, 2012 | 510,000 | $ | 0.26 | ||||||||||||||||||||||||||||||
Noncontrolling_interests_Table
Noncontrolling interests (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||
Noncontrolling Interest [Abstract] | ' | ' | |||||||||||||||||
Net loss attributable to Tecogen Inc. and Transfers (to) from the Noncontrolling Interest | ' | ' | |||||||||||||||||
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 ended September 30, 2013 and 2012. | The table below presents the changes in equity resulting from net loss attributable to Tecogen and transfers to or from noncontrolling interests for the years ended December 31, 2012, 2011, and 2010. | ||||||||||||||||||
Net loss attributable to Tecogen Inc. and | Net loss attributable to Tecogen Inc. and | ||||||||||||||||||
Transfers (to) from the Noncontrolling Interest | Transfers (to) from the Noncontrolling Interest | ||||||||||||||||||
Nine Months Ended September 30, | Years ended December 31, | ||||||||||||||||||
2013 | 2012 | 2012 | 2011 | 2010 | |||||||||||||||
Net loss attributable to Tecogen Inc. | $ | -3,338,552 | $ | -1,509,891 | Net loss attributable to Tecogen Inc. | $ | -1,636,957 | $ | -1,574,501 | $ | -355,308 | ||||||||
Transfers (to) from the noncontrolling interest | 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 | Decrease in Tecogen’s paid-in capital for purchase of 1,000,000 and 1,500,000 Ilios common shares in 2012 and 2011, respectively | -174,958 | -261,174 | ||||||||||||||
Increase in Tecogen’s paid-in capital upon the sale of 1,000,000 Ilios common shares | 289,606 | ||||||||||||||||||
Net transfers to noncontrolling interest | — | 289,605 | Net transfers to noncontrolling interest | 114,648 | -261,174 | — | |||||||||||||
Change from net loss attributable to Tecogen Inc. and transfers to noncontrolling interest | $ | -3,338,552 | $ | -1,220,286 | Change from net loss attributable to Tecogen Inc. and transfers to noncontrolling interest | $ | -1,522,309 | $ | -1,835,675 | $ | -355,308 | ||||||||
Fair_value_measurements_Tables
Fair value measurements (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2012 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | |||||||||||||
The following table presents the input level used to determine the fair values of the Company’s financial instruments measured at fair value on a recurring basis for the years ended December 31, 2012, 2011, and 2010: | ||||||||||||||
31-Dec-12 | Quoted | Significant Other | Significant | |||||||||||
Prices | Observable Inputs | Unobservable Inputs | ||||||||||||
in Active | (Level 2) | (Level 3) | ||||||||||||
Markets | ||||||||||||||
(Level 1) | ||||||||||||||
Assets | ||||||||||||||
Certificates of deposit | 181,859 | — | 181,859 | — | ||||||||||
Total Assets | $ | 181,859 | $ | — | $ | 181,859 | $ | — | ||||||
31-Dec-11 | Quoted | Significant Other | Significant | |||||||||||
Prices | Observable Inputs | Unobservable Inputs | ||||||||||||
in Active | (Level 2) | (Level 3) | ||||||||||||
Markets | ||||||||||||||
(Level 1) | ||||||||||||||
Assets | ||||||||||||||
Certificates of deposit | 683,428 | — | 683,428 | — | ||||||||||
Total Assets | $ | 683,428 | $ | — | $ | 683,428 | $ | — | ||||||
December 31, | Quoted | Significant Other | Significant | |||||||||||
2010 | Prices | Observable Inputs | Unobservable Inputs | |||||||||||
in Active | (Level 2) | (Level 3) | ||||||||||||
Markets | ||||||||||||||
(Level 1) | ||||||||||||||
Assets | ||||||||||||||
Certificates of deposit | 85,000 | — | 85,000 | — | ||||||||||
Total Assets | $ | 85,000 | $ | — | $ | 85,000 | $ | — | ||||||
Asset_acquisition_Tables
Asset acquisition (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Schedule Of Purchase Price Allocation 1 | ' | ||||
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 | ||||
Income_taxes_Tables
Income taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2012 | |||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||
Reconciliation of Federal Statutory Income Tax Provision To Company's Actual Provision | ' | ||||||||||
A reconciliation of the federal statutory income tax provision to the Company’s actual provision for the years ended December 31, 2012, 2011, and 2010 is as follows: | |||||||||||
2012 | 2011 | 2010 | |||||||||
Benefit at federal statutory tax rate | $ | 680,000 | $ | 648,000 | $ | 185,000 | |||||
Unbenefited operating losses | -680,000 | -648,000 | -185,000 | ||||||||
Income tax provision | $ | — | $ | — | $ | — | |||||
Schedule of Deferred Tax Assets | ' | ||||||||||
The components of net deferred tax assets recognized in the accompanying consolidated balance sheets at December 31, 2012 and 2011 are as follows: | |||||||||||
2012 | 2011 | 2010 | |||||||||
Net operating loss carryforwards | $ | 3,380,000 | $ | 2,896,000 | $ | 2,867,000 | |||||
Accrued expenses and other | 676,000 | 588,000 | 30,000 | ||||||||
Accounts receivable | 60,000 | 37,000 | — | ||||||||
Inventory | 130,000 | 139,000 | — | ||||||||
Depreciation | 94,000 | 184,000 | 13,000 | ||||||||
4,340,000 | 3,844,000 | 2,910,000 | |||||||||
Valuation allowance | -4,340,000 | -3,844,000 | -2,910,000 | ||||||||
Net deferred tax asset | $ | — | $ | — | $ | — | |||||
Nature_of_business_and_operati1
Nature of business and operations - Narrative (Details) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||
11-May-09 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 25, 2013 | Mar. 25, 2013 | Dec. 31, 2012 | 11-May-09 | 4-May-09 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Jan. 19, 2012 | Jul. 24, 2009 | Dec. 31, 2012 | Dec. 28, 2012 | Dec. 29, 2011 | Jun. 03, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | |
Segment | Segment | Scenario, Forecast [Member] | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | ||
Conversion of Principal Amount [Member] | Scenario, Forecast [Member] | Private placement to accredited investors | Private placement to accredited investors | Private placement to accredited investors | Private placement to Tecogen | Private placement to Tecogen | Private placement to Tecogen | Private placement to Tecogen | Private placement to Tecogen | |||||||||||
Convertible Unsecured Debt [Member] | ||||||||||||||||||||
Sale of Stock By Subsidiary [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in subsidiary | ' | ' | ' | ' | ' | ' | ' | $8,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of subsidiary common stock received by the Company | ' | ' | ' | ' | ' | ' | ' | 8,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of subsidiary common stock sold by the Company | ' | ' | ' | ' | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsidiary common stock sold by the Company, price in usd per share | ' | ' | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of stockholders who purchased the subsidiary shares | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of demand notes payable, convertible debentures and accrued interest | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsidiary sale of stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 2,710,000 | ' | 1,000,000 | 1,000,000 | 500,000 | ' | ' |
Subsidiary sale of stock, price in usd per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 |
Proceeds received by subsidiary for issuance of stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 1,352,500 | ' | 500,000 | 500,000 | 250,000 | ' | ' |
The Company's ownership percentage in subsidiary | ' | ' | 65.00% | ' | ' | ' | ' | ' | 65.00% | 65.00% | 67.40% | 63.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Operating Segments | ' | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Interest Rate During Period | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Expiration Date | ' | ' | ' | ' | 31-Mar-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_significant_account1
Summary of significant accounting policies - Additional Information (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Jul. 22, 2013 | |
Segment | Segment | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Cash, FDIC Insured Amount | $250,000 | ' | $250,000 | ' | ' | ' |
Cash balances in bank accounts, uninsured amount | 144,091 | ' | 1,070,000 | 3,200,000 | 1,167,000 | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | 1,055,000 |
Allowance for doubtful accounts | ' | ' | 154,400 | 96,800 | ' | ' |
Advertising expense | 147,000 | 133,000 | ' | 86,700 | 14,900 | ' |
Research and development costs reimbursed by government agencies | 115,150 | 101,400 | ' | 239,000 | 917,000 | ' |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | 65.00% | ' | ' | ' |
Loss on Contracts | 300,000 | ' | ' | ' | ' | ' |
Research And Development Arrangements With Government Agencies, Retainage Receivable | 138,350 | 154,700 | ' | ' | ' | ' |
Number of Operating Segments | 1 | ' | 1 | ' | ' | ' |
Cash, Uninsured Amount | 144,091 | ' | 1,070,000 | 3,200,000 | 1,167,000 | ' |
segment [Member] | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Allowance for doubtful accounts | 119,700 | ' | 154,400 | ' | ' | ' |
Advertising expense | ' | ' | 187,500 | ' | ' | ' |
Research and development costs reimbursed by government agencies | ' | ' | $126,500 | ' | ' | ' |
Ilios [Member] | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | 65.00% | ' | 65.00% | 67.40% | 63.00% | ' |
Restricted stock | Ilios [Member] | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | 63.70% | ' | ' | ' | ' | ' |
Summary_of_significant_account2
Summary of significant accounting policies - Concentration of Credit Risk (Details) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Revenues | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Number of customer representing more than 10% of revenues or trade accounts receivable | 1 | 0 | 1 |
Concentration risk, percentage | 24.90% | 10.00% | 14.60% |
Trade accounts receivable | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Number of customer representing more than 10% of revenues or trade accounts receivable | 1 | 1 | ' |
Concentration risk, percentage | 16.00% | 17.00% | ' |
Summary_of_significant_account3
Summary of significant accounting policies - Agreement with Digital Energy Corp. (Details) (Financial guarantee, USD $) | Oct. 26, 2011 |
Financial guarantee | ' |
Guarantor Obligations [Line Items] | ' |
Letter of credit outstanding | $180,000 |
Certificate of deposit securing letter of credit | 180,000 |
Promissory note receivable amount | $180,000 |
Promissory note receivable, stated interest rate | 6.00% |
Summary_of_significant_account4
Summary of significant accounting policies - Agreement with Southern California Gas Company (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 13, 2011 |
Common stock | ||||
Class of Stock [Line Items] | ' | ' | ' | ' |
Redeemable common stock | $0 | $0 | $0 | $500,000 |
Redeemable common stock, redemption right maximum period | ' | ' | ' | '5 years |
Summary_of_significant_account5
Summary of significant accounting policies - Property, Plant and Equipment (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Minimum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, estimated useful lives | '3 years | '3 years |
Maximum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, estimated useful lives | '15 years | '7 years |
Summary_of_significant_account6
Summary of significant accounting policies - Revenue by Product Line and Services (Details) (USD $) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Revenue by Producks and Services [Line Items] | ' | ' | ' | ' | ' |
Products | $3,639,974 | $4,191,439 | $7,453,222 | $4,569,113 | $5,543,605 |
Services | 6,103,044 | 5,498,545 | 7,800,750 | 6,496,097 | 5,767,624 |
Total revenues | 9,743,018 | 9,689,984 | 15,253,972 | 11,065,210 | 11,311,229 |
Cogeneration | ' | ' | ' | ' | ' |
Revenue by Producks and Services [Line Items] | ' | ' | ' | ' | ' |
Products | 2,441,740 | 2,687,769 | 5,791,412 | 2,737,161 | 4,977,595 |
Chiller | ' | ' | ' | ' | ' |
Revenue by Producks and Services [Line Items] | ' | ' | ' | ' | ' |
Products | $1,198,234 | $1,503,670 | $1,661,810 | $1,831,952 | $566,010 |
Loss_per_common_share_Schedule
Loss per common share - Schedule of Loss Per Common Share, Basic and Diluted (Details) (USD $) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' |
Loss available to stockholders (in dollars) | ($3,338,552) | ($1,509,891) | ($1,636,957) | ($1,574,501) | ($355,308) |
Weighted average shares outstanding - Basic and diluted (in shares) | 13,212,894 | 13,166,080 | 13,135,071 | 12,052,914 | 11,470,658 |
Basic and diluted loss per share (in dollars per share) | ($0.25) | ($0.11) | ($0.12) | ($0.13) | ($0.03) |
Stock Option | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' |
Antidilutive securities (in shares) | 1,134,000 | 1,095,250 | 1,096,500 | 1,095,250 | 620,000 |
Convertible Debenture | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' |
Antidilutive securities (in shares) | 75,806 | 75,806 | 75,806 | 159,140 | 159,140 |
Inventory_Summary_of_Inventory
Inventory - Summary of Inventory (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Inventory Disclosure [Abstract] | ' | ' | ' |
Gross raw materials | ' | $3,574,620 | $2,701,496 |
Less - reserves | ' | -332,000 | -358,800 |
Net raw materials | ' | 3,242,620 | 2,342,696 |
Work-in-process | ' | 114,002 | 119,640 |
Finished goods | ' | 0 | 106,650 |
Inventory, Net | $4,335,207 | $3,356,622 | $2,568,986 |
Intangible_assets_other_than_g2
Intangible assets other than goodwill - Narrative (Details) (USD $) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Finited lived intangible assets, estimated useful life | '15 years | ' | ' | ' | ' |
Amortization expense | $24,247 | $15,457 | $33,896 | $23,992 | $11,309 |
Product Certifications | ' | ' | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Capitalized Finite-lived Intangible Assets Acquired | ' | ' | 17,314 | 22,036 | ' |
Patents | ' | ' | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Capitalized Finite-lived Intangible Assets Acquired | ' | ' | $146,981 | $16,712 | ' |
Patents | Minimum | ' | ' | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Finited lived intangible assets, estimated useful life | ' | ' | '7 years | ' | ' |
Patents | Maximum | ' | ' | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Finited lived intangible assets, estimated useful life | ' | ' | '10 years | ' | ' |
Intangible_assets_other_than_g3
Intangible assets other than goodwill - Schedule of Finite-Lived Intangible Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule of Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | $1,023,227 | $450,365 | $286,070 |
Finite-Lived Intangible Assets, Accumulated Amortization | 118,622 | -78,345 | -44,449 |
Intangible assets, net | 904,605 | 372,020 | 241,621 |
Patents | ' | ' | ' |
Schedule of Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | 411,181 | 214,883 | 67,902 |
Finite-Lived Intangible Assets, Accumulated Amortization | 33,516 | -20,547 | -6,195 |
Intangible assets, net | ' | 194,336 | 61,707 |
Product Certifications | ' | ' | ' |
Schedule of Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | 372,046 | 235,482 | 218,168 |
Finite-Lived Intangible Assets, Accumulated Amortization | 76,135 | -57,798 | -38,254 |
Intangible assets, net | ' | 177,684 | 179,914 |
Developed Technology Rights [Member] | ' | ' | ' |
Schedule of Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | 240,000 | ' | ' |
Finite-Lived Intangible Assets, Accumulated Amortization | $8,971 | ' | ' |
Intangible_assets_other_than_g4
Intangible assets other than goodwill - Schedule of Estimated Future Amortization Expense (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ' | ' | ' |
2013 | $24,581 | $39,879 | ' |
2014 | 111,945 | 54,246 | ' |
2015 | 111,945 | 54,246 | ' |
2016 | 111,945 | 54,246 | ' |
2017 | 111,945 | 54,246 | ' |
Thereafter | 432,244 | 115,157 | ' |
Intangible assets, net | $904,605 | $372,020 | $241,621 |
Property_and_equipment_Summary
Property and equipment - Summary of Property and Equipment (Details) (USD $) | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Minimum | Minimum | Maximum | Maximum | Machinery and Equipment | Machinery and Equipment | Machinery and Equipment | Machinery and Equipment | Machinery and Equipment | Machinery and Equipment | Furniture and Fixtures | Furniture and Fixtures | Computer Software | Computer Software | Computer Software | Computer Software | Leasehold improvements | Leasehold improvements | |||||||
Minimum | Minimum | Maximum | Maximum | Minimum | Maximum | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Property and equipment, gross | $915,649 | $695,938 | ' | ' | ' | ' | ' | ' | $478,290 | $355,985 | ' | ' | ' | ' | $54,058 | $48,157 | $56,935 | $46,355 | ' | ' | $326,366 | [1] | $245,441 | [1] |
Less: accumulated depreciation and amortization | -480,037 | -310,159 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Net property, plant and equipment | 435,612 | 385,779 | ' | 644,983 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Useful life | ' | ' | ' | ' | '3 years | '3 years | '15 years | '7 years | ' | ' | '5 years | '5 years | '8 years 6 months | '7 years | '5 years | ' | ' | ' | '3 years | '5 years | ' | ' | ||
Depreciation and Amortization | $169,878 | $134,295 | $77,346 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | Lesser of estimated useful life of asset or lease term |
Demand_notes_payable_convertib1
Demand notes payable, convertible debentures and credit agreement - related party (Details) (USD $) | Sep. 30, 2013 | Jul. 22, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 11-May-09 | 11-May-09 | Sep. 24, 2011 | 11-May-09 | 11-May-09 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 25, 2013 | Dec. 31, 2011 | Sep. 24, 2001 | 11-May-09 | 11-May-09 | 11-May-09 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | 11-May-09 | Nov. 30, 2012 | Sep. 07, 2011 | Sep. 10, 2008 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Sep. 30, 2012 | Sep. 30, 2012 | 11-May-09 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 24, 2001 | Sep. 24, 2011 | Sep. 24, 2001 | 11-May-09 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Sep. 24, 2001 | 11-May-09 | 11-May-09 |
Ilios | Director and Chief Executive Officer | Director and Chief Executive Officer | Director and Chief Executive Officer | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Demand notes | Demand notes | Demand notes | Demand notes | Demand notes | Demand notes | Demand notes | Demand notes | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | |||||
Common stock | Ilios | Conversion of principal amount | Conversion of accrued interest | Conversion of accrued interest | Minimum | Minimum | Maximum | Maximum | Director and Chief Executive Officer | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Common stock | Common stock | Common stock | Common stock | Common stock | Conversion of principal amount | Conversion of accrued interest | Director and Chief Executive Officer | Director and Chief Executive Officer | Director and Chief Executive Officer | Director and Chief Executive Officer | Director and Chief Executive Officer | Member of board of directors | Member of board of directors | Member of board of directors | Member of board of directors | Member of board of directors | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | |||||||||||||
Common stock | Conversion of accrued interest | Conversion of principal amount | Conversion of accrued interest | Conversion of accrued interest | Conversion of accrued interest | Conversion of principal amount | Conversion of accrued interest | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Demand notes payable, related party, current | $2,537,500 | ' | $1,337,500 | $1,037,500 | ' | ' | ' | ' | ' | $1,300,000 | $1,300,000 | ' | $1,000,000 | $50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 213,716 | ' | ' | ' | ' | ' | ' | ' | 300,000 | 750,000 | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 330,000 | ' | 200,000 | ' | ' | ' | ' | 100,000 | ' | ' |
Related party debt, stated interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | 5.00% | 5.00% | 6.00% | 6.00% | ' | 6.00% | 6.00% | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price in usd per share | ' | ' | ' | ' | ' | ' | $2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.20 | ' | ' | ' | ' | ' | $1.20 | $1.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of subsidiary common stock sold by the Company | ' | ' | ' | ' | 1,400,000 | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsidiary common stock sold by the Company, price in usd per share | ' | ' | ' | ' | $0.50 | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of debt, principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 427,432 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 109,033 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of debt, accrued interest | ' | ' | ' | ' | ' | 163,535 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, amount converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,284 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 6,100 | ' | ' | ' | ' | 72,960 | ' | 109,033 | 90,967 | 190,967 | 190,967 | ' | 427,432 | 72,568 |
Debt conversion, number of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | 85,240 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issuable upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,806 | 75,806 | 159,140 | 159,140 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible debentures, related party, current | 90,967 | ' | 90,967 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | $1,055,000 | ' | ' | ' | ' | ' | ' | ' | ' | $1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_contingencies_1
Commitments and contingencies (Details) (USD $) | Dec. 31, 2012 | Jan. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Vehicle | Vehicle | Office space and warehouse facilities | Office space and warehouse facilities | Office space and warehouse facilities | Office space and warehouse facilities | Office space and warehouse facilities | Service vehicle | Service vehicle | Service vehicle | |
Operating Leased Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rent expense, gross | ' | ' | $364,308 | $329,021 | $595,851 | $579,836 | $535,092 | ' | ' | ' |
Rent expense, sublease rent offset | ' | ' | ' | ' | 173,898 | 185,596 | 196,466 | ' | ' | ' |
Rent expense, net | ' | ' | ' | ' | $421,953 | $394,240 | $338,626 | $387 | $4,639 | $4,639 |
Number of operating leased assets | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_contingencies_2
Commitments and contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Future minimum lease payments under all non-cancelable operating leases | ' | ' |
2013 | $149,352 | $584,442 |
2014 | 579,495 | 557,993 |
2015 | 535,349 | 526,690 |
2016 | 485,040 | 485,040 |
2017 | 491,920 | 491,920 |
2018 and thereafter | 3,241,340 | 3,241,340 |
Total | $5,482,496 | $5,887,425 |
Commitments_and_contingencies_3
Commitments and contingencies - Agreement with Digital Energy Corp. (Details) (Financial guarantee, USD $) | Oct. 26, 2011 |
Financial guarantee | ' |
Guarantor Obligations [Line Items] | ' |
Letter of credit outstanding | $180,000 |
Certificate of deposit securing letter of credit | 180,000 |
Promissory note receivable amount | $180,000 |
Promissory note receivable, stated interest rate | 6.00% |
Product_warranty_Schedule_of_P
Product warranty - Schedule of Product Warranty Reserve (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Schedule of Product Warranty Reserve [Roll Forward] | ' | ' | ' |
Warranty reserve, beginning balance | $57,000 | $53,000 | $82,600 |
Warranty provision for units sold | 160,684 | 76,637 | 42,847 |
Costs of warranty incurred | -127,484 | -72,637 | -72,447 |
Warranty reserve, ending balance | $90,200 | $57,000 | $53,000 |
Stockbased_compensation_Common
Stock-based compensation - Common Stock and Receivable from Shareholder - Narrative (Details) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Dec. 07, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Sep. 30, 2013 | Jun. 03, 2010 | Dec. 31, 2010 | Jun. 13, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Warrant [Member] | Common stock | Common stock | Common stock | Common stock | |||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock issued in private placements | ' | ' | ' | ' | ' | ' | ' | ' | 212,500 | 1,179,230 | 465,866 |
Private placements, price in usd per share | ' | ' | ' | ' | ' | ' | ' | ' | $3.20 | $2.60 | $2.60 |
Net cash proceeds from private placements | ' | ' | ' | ' | ' | ' | ' | ' | $680,000 | $3,610,993 | $1,211,249 |
Redeemable common stock | ' | 0 | 0 | ' | 0 | ' | ' | 500,000 | ' | ' | ' |
Redeemable common stock, redemption right maximum period | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' |
Common stock, shares outstanding | ' | 13,611,974 | 13,498,471 | 12,232,762 | 13,574,474 | ' | ' | ' | ' | ' | ' |
Promissory note to investor | ' | 0 | 345,000 | ' | ' | 345,000 | ' | ' | ' | ' | ' |
Promissory note to investor, interest rate margin on Bank Prime Rate | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' |
Promissory note to investor, shares held as collateral | ' | ' | ' | ' | ' | 287,500 | ' | ' | ' | ' | ' |
Promissory note to investor, repaid with cash | 105,000 | 105,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Options repurchased from consultant, fair value in usd per share | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory note to investor, repaid with return of shares, price in usd per share | $2.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (shares) | ' | ' | ' | ' | ' | ' | 118,750 | ' | ' | ' | ' |
Proceeds from Warrant Exercises | ' | $0 | $0 | $142,500 | ' | ' | $142,500 | ' | ' | ' | ' |
Warrant expired | ' | ' | ' | ' | ' | ' | 6,250 | ' | ' | ' | ' |
Stockbased_compensation_StockB
Stock-based compensation - Stock-Based Compensation - Narrative (Details) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2011 | Dec. 10, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2006 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2011 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | |
Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Tecogen | Ilois | Ilois | Ilois | Ilois | Ilois | Ilois | Ilois | Ilois | Ilois | Ilois | Ilois | Ilois | Ilois | ||||
Exercise price $2.60 per share | Exercise price $2.60 per share | Exercise price $2.80 per share | Exercise price $3.20 per share | Stock options | Stock options | Stock options | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Amended Plan | Amended Plan | Amended Plan | Amended Plan | Amended Plan | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock | 2009 Plan | 2009 Plan | |||||||||||||
Six months after an initial public offering | Stock options | Stock options | Stock options | Stock options | Stock options | 180 days after an initial public offering of Ilios | 3 years after initial public offering of Ilios | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,838,750 | 1,838,750 | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares remaining available for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 97,683 | 135,183 | 161,433 | 721,683 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum number of shares allowable for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 97,683 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 2,000,000 |
Options granted | ' | ' | ' | ' | 37,500 | 17,500 | 511,500 | 25,000 | 480,250 | 25,000 | 31,250 | 17,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 50,000 | 225,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted, exercise price in usd per share | ' | ' | ' | ' | $3.20 | $3.20 | ' | $2.60 | $2.60 | $2.60 | $2.80 | $3.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0.50 | $0.50 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of options issued | ' | ' | ' | ' | ' | $20,223 | $508,586 | $24,446 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,750 | $42,065 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average grant date fair value of options granted | ' | ' | ' | ' | ' | ' | ' | ' | $1 | $0.96 | $1.12 | $1.16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.20 | $0.19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options repurchased from consultant | ' | ' | ' | ' | ' | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options repurchased from consultant, exercise price in usd per share | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options repurchased from consultant, fair value in usd per share | ' | ' | ' | $3.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options repurchased from consultant, charge to Stockholders' Equity | ' | ' | 12,500 | 12,500 | ' | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 50,000 | 19,211 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 200,000 | 0 | ' | ' | ' | ' | ' |
Restricted stock granted, price in usd per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' |
Award vesting percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | ' | ' |
Award vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '4 years | '4 years | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ' | '0 years | '4 years | ' | ' | ' | ' | ' | ' | '180 years | '3 years | ' | ' |
Award expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized stock-based compensation | -8,105 | 232,828 | ' | ' | ' | 136,184 | 396,724 | 185,901 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59,361 | 47,648 | 11,135 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unvested restricted stock outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 361,570 | 399,070 | 483,317 | 433,317 | 414,106 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 310,000 | 510,000 | 560,000 | 360,000 | 360,000 | ' | ' | ' | ' |
Compensation cost related to unvested restricted stock awards and stock option awards not yet recognized | $107,651 | ' | ' | ' | ' | $183,230 | $537,540 | $141,859 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $67,493 | $122,056 | $27,839 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation cost not yet recognized, weighted average period of recognition | ' | ' | ' | ' | ' | '1 year 6 months 22 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 8 months 19 days | '1 year 8 months 1 day | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockbased_compensation_Stock_
Stock-based compensation - Stock Option Activity (Details) (USD $) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | |
Tecogen | ' | ' | ' | ' | ' |
Stock Options Outstanding [Roll Forward] | ' | ' | ' | ' | ' |
Beginning (in shares) | 1,096,500 | 1,095,250 | 620,000 | 595,000 | ' |
Granted (in shares) | 37,500 | 17,500 | 511,500 | 25,000 | ' |
Exercised (in shares) | 0 | 0 | 0 | ' | ' |
Canceled and forfeited (in shares) | 0 | -15,938 | 0 | ' | ' |
Repurchased (in shares) | ' | ' | -12,500 | ' | ' |
Expired (in shares) | 0 | -313 | -23,750 | ' | ' |
Ending (in shares) | 1,134,000 | 1,096,500 | 1,095,250 | 620,000 | 595,000 |
Exercisable (in shares) | 815,438 | 662,563 | 418,438 | 307,500 | ' |
Vested and expected to vest (in shares) | 1,134,000 | 1,096,500 | 1,025,250 | 620,000 | ' |
Weighted Average Exercise Price [Roll Forward] | ' | ' | ' | ' | ' |
Beginning (in dollars per share) | $1.96 | $1.92 | $1.20 | $1.28 | ' |
Granted (in dollars per share) | $3.20 | $3.20 | $2.60 | $2.60 | ' |
Exercised (in dollars per share) | $0 | $0 | $0 | ' | ' |
Canceled and forfeited (in dollars per share) | $0 | $1.28 | $0 | ' | ' |
Repurchased (in dollars per share) | ' | ' | $1 | ' | ' |
Expired (in dollars per share) | $0 | $2.60 | $1.48 | ' | ' |
Ending (in dollars per share) | $2 | $1.96 | $1.92 | $1.20 | $1.28 |
Exercisable (in dollars per share) | $1.73 | $1.56 | $1.24 | $1.12 | ' |
Vested and expected to vest (in dollars per share) | $2 | $1.96 | $1.92 | $1.20 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ' | ' | ' | ' | ' |
Outstanding, Weighted Average Remaining Life | '3 years 11 months 8 days | '4 years 7 months 28 days | '5 years 6 months 11 days | '3 years 3 months 18 days | '4 years 3 months 7 days |
Outstanding, Aggregate Intrinsic Value | $1,356,400 | $1,356,400 | $1,387,150 | $793,500 | $793,500 |
Exercisable, Aggregate Intrinsic Value | 1,201,075 | 1,096,225 | 815,125 | 451,000 | ' |
Vested and expected to vest, Aggregate Intrinsic Value | 1,356,400 | 1,356,400 | 1,387,150 | 793,500 | ' |
Exercise Price Per Share [Abstract] | ' | ' | ' | ' | ' |
Outstanding, Exercise Price Lower Range Limit (in dollars per share) | ' | $0.12 | $0.12 | $0.12 | ' |
Outstanding, Exercise Price Upper Range Limit (in dollars per share) | ' | $3.20 | $2.80 | ' | $2 |
Granted, Exercise Price (in dollars per share) | $3.20 | $3.20 | ' | $2.60 | ' |
Granted, Exercise Price Lower Range Limit (in dollars per share) | ' | ' | $2.60 | ' | ' |
Granted, Exercise Price Upper Range Limit (in dollars per share) | ' | ' | $2.80 | ' | ' |
Exercised, Exercise Price (in dollars per share) | $0 | $0 | $0 | ' | ' |
Canceled and Forfeited, Exercise Price (in dollars per share) | $0 | ' | $0 | ' | ' |
Canceled and Forfeited, Exercise Price Lower Range Limit (in dollars per share) | ' | $1.20 | ' | ' | ' |
Canceled and Forfeited, Exercise Price Upper Range Limit (in dollars per share) | ' | $2.60 | ' | ' | ' |
Repurchased, Exercise Price (in dollars per share) | ' | ' | $1 | ' | ' |
Expired, Exercise Price (in dollars per share) | $0 | $2.60 | ' | ' | ' |
Expired, Exercise Price Per Share, Lower Range Limit (in dollars per share) | ' | ' | $1.20 | ' | ' |
Expired, Exercise Price Per Share, Upper Range Limit (in dollars per share) | ' | ' | $2.60 | ' | ' |
Tecogen | Minimum [Member] | ' | ' | ' | ' | ' |
Exercise Price Per Share [Abstract] | ' | ' | ' | ' | ' |
Outstanding, Exercise Price (in dollars per share) | $0.12 | ' | ' | ' | ' |
Tecogen | Maximum [Member] | ' | ' | ' | ' | ' |
Exercise Price Per Share [Abstract] | ' | ' | ' | ' | ' |
Outstanding, Exercise Price (in dollars per share) | $3.20 | ' | ' | ' | ' |
Ilois | ' | ' | ' | ' | ' |
Stock Options Outstanding [Roll Forward] | ' | ' | ' | ' | ' |
Beginning (in shares) | 575,000 | 525,000 | 300,000 | 300,000 | ' |
Granted (in shares) | 0 | 50,000 | 225,000 | 0 | ' |
Exercised (in shares) | 0 | 0 | 0 | 0 | ' |
Canceled and forfeited (in shares) | 0 | 0 | 0 | 0 | ' |
Expired (in shares) | 0 | 0 | 0 | 0 | ' |
Ending (in shares) | 575,000 | 575,000 | 525,000 | 300,000 | 300,000 |
Exercisable (in shares) | 62,500 | 0 | 0 | 0 | ' |
Vested and expected to vest (in shares) | 575,000 | 575,000 | 525,000 | 300,000 | ' |
Weighted Average Exercise Price [Roll Forward] | ' | ' | ' | ' | ' |
Beginning (in dollars per share) | $0.29 | $0.27 | $0.10 | $0.10 | ' |
Granted (in dollars per share) | $0 | $0.50 | $0.50 | $0 | ' |
Exercised (in dollars per share) | $0 | $0 | $0 | $0 | ' |
Canceled and forfeited (in dollars per share) | $0 | $0 | $0 | $0 | ' |
Expired (in dollars per share) | $0 | $0 | $0 | $0 | ' |
Ending (in dollars per share) | $0.29 | $0.29 | $0.27 | $0.10 | $0.10 |
Exercisable (in dollars per share) | $0.50 | $0.50 | $0 | $0 | ' |
Vested and expected to vest (in dollars per share) | $0.29 | $0.29 | $0.27 | $0.10 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ' | ' | ' | ' | ' |
Outstanding, Weighted Average Remaining Life | '6 years 11 months 26 days | '7 years 5 months 8 days | '8 years 2 months 23 days | '8 years 4 months 2 days | '9 years 4 months 2 days |
Outstanding, Aggregate Intrinsic Value | 120,000 | 120,000 | 120,000 | 120,000 | 120,000 |
Exercisable, Aggregate Intrinsic Value | 0 | 0 | 0 | 0 | ' |
Vested and expected to vest, Aggregate Intrinsic Value | $120,000 | $120,000 | $120,000 | $120,000 | ' |
Exercise Price Per Share [Abstract] | ' | ' | ' | ' | ' |
Outstanding, Exercise Price (in dollars per share) | ' | ' | $0.10 | ' | $0.10 |
Outstanding, Exercise Price Lower Range Limit (in dollars per share) | ' | $0.10 | $0.10 | ' | ' |
Outstanding, Exercise Price Upper Range Limit (in dollars per share) | ' | $0.50 | $0.50 | ' | ' |
Granted, Exercise Price (in dollars per share) | $0 | $0.50 | $0.50 | $0 | ' |
Exercised, Exercise Price (in dollars per share) | $0 | $0 | $0 | $0 | ' |
Canceled and Forfeited, Exercise Price (in dollars per share) | $0 | $0 | $0 | $0 | ' |
Expired, Exercise Price (in dollars per share) | $0 | $0 | $0 | $0 | ' |
Ilois | Minimum [Member] | ' | ' | ' | ' | ' |
Exercise Price Per Share [Abstract] | ' | ' | ' | ' | ' |
Outstanding, Exercise Price (in dollars per share) | $0.10 | ' | ' | ' | ' |
Ilois | Maximum [Member] | ' | ' | ' | ' | ' |
Exercise Price Per Share [Abstract] | ' | ' | ' | ' | ' |
Outstanding, Exercise Price (in dollars per share) | $0.50 | ' | ' | ' | ' |
Stockbased_compensation_Weight
Stock-based compensation - Weighted Average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Tecogen | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected life | '6 years 3 months | '6 years 3 months | '5 years |
Risk-free interest rate | 0.70% | 2.46% | 2.46% |
Expected volatility, Minimum | 35.90% | 33.80% | ' |
Expected volatility, Maximum | 36.00% | 35.50% | ' |
Expected volatility | ' | ' | 33.30% |
Ilois | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected life | '6 years 3 months | '6 years 3 months | ' |
Risk-free interest rate | 2.03% | 2.03% | ' |
Expected volatility | 36.10% | 34.20% | ' |
Stockbased_compensation_Restri
Stock-based compensation - Restricted Stock Activity (Details) (Restricted stock, USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Tecogen | ' | ' | ' | ' |
Unvested Restricted Stock [Roll Forward] | ' | ' | ' | ' |
Unvested, Beginning (shares) | 399,070 | 483,317 | 433,317 | 414,106 |
Granted (shares) | 0 | 0 | 50,000 | 19,211 |
Vested (shares) | 0 | 0 | 0 | 0 |
Forfeited (shares) | -37,500 | -84,247 | 0 | 0 |
Unvested, Ending (shares) | 361,570 | 399,070 | 483,317 | 433,317 |
Weighted Average Grant Date Fair Value [Roll Forward] | ' | ' | ' | ' |
Unvested, Beginning (usd per share) | $1.44 | $1.44 | $1.28 | $1.24 |
Granted (usd per share) | $0 | $0 | $2.60 | $2.60 |
Vested (usd per share) | $0 | $0 | $0 | $0 |
Forfeited (usd per share) | $2.60 | $1.36 | $0 | $0 |
Unvested, Ending (usd per share) | $1.31 | $1.44 | $1.44 | $1.28 |
Ilois | ' | ' | ' | ' |
Unvested Restricted Stock [Roll Forward] | ' | ' | ' | ' |
Unvested, Beginning (shares) | 510,000 | 560,000 | 360,000 | 360,000 |
Granted (shares) | 0 | 0 | 200,000 | 0 |
Vested (shares) | 0 | 0 | 0 | 0 |
Forfeited (shares) | -200,000 | -50,000 | 0 | 0 |
Unvested, Ending (shares) | 310,000 | 510,000 | 560,000 | 360,000 |
Weighted Average Grant Date Fair Value [Roll Forward] | ' | ' | ' | ' |
Unvested, Beginning (usd per share) | $0.26 | $0.24 | $0.10 | $0.10 |
Granted (usd per share) | $0 | $0 | $0.50 | $0 |
Vested (usd per share) | $0 | $0 | $0 | $0 |
Forfeited (usd per share) | $0.50 | $0.10 | $0 | $0 |
Unvested, Ending (usd per share) | $0.10 | $0.26 | $0.24 | $0.10 |
Noncontrolling_interests_Narra
Noncontrolling interests - Narrative (Details) (USD $) | 9 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||
Share data in Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Jul. 24, 2009 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 28, 2012 | Dec. 29, 2011 | Jun. 03, 2011 |
Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | Ilios | ||||||
Private placement to accredited investors | Private placement to accredited investors | Private placement to Tecogen | Private placement to Tecogen | Private placement to Tecogen | Private placement to Tecogen | Private placement to Tecogen | ||||||||||
Noncontrolling Interest [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The Companys ownership percentage in subsidiary | ' | ' | 65.00% | ' | ' | 65.00% | 65.00% | 67.40% | 63.00% | ' | ' | ' | ' | ' | ' | ' |
Subsidiary cumulative number of shares sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | 1 | 1.5 | ' | ' | ' |
Subsidiary sale of stock, price in usd per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Change Due to Net Income Attributable to Parent and Effects of Changes, Net [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss attributable to Tecogen Inc. | ($3,338,552) | ($1,509,891) | ($1,636,957) | ($1,574,501) | ($355,308) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfers (to) from the noncontrolling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in Tecogenbs paid-in capital for purchase of 1,000,000 and 1,500,000 Ilios common shares in 2012 and 2011, respectively | ' | ' | -174,958 | -261,174 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in Tecogenbs paid-in capital upon the sale of 1,000,000 Ilios common shares | 0 | 289,605 | 289,606 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net transfers to noncontrolling interest | 0 | 289,605 | 114,648 | -261,174 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change from net loss attributable to Tecogen Inc. and transfers to noncontrolling interest | -3,338,552 | -1,220,286 | -1,522,309 | -1,835,675 | -355,308 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsidiary aggregate proceeds from stock transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500,000 | ' | $500,000 | $750,000 | ' | ' | ' |
Retirement_plans_Details
Retirement plans (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Compensation and Retirement Disclosure [Abstract] | ' | ' | ' |
Maximum employer annual contribution per employee, percent | 4.50% | ' | ' |
Contributions to plan | $116,850 | $115,120 | $111,100 |
Related_party_transactions_Nar
Related party transactions - Narrative (Details) (USD $) | 9 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Jul. 22, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Mar. 14, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Oct. 20, 2009 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | 11-May-09 | Sep. 24, 2011 | 11-May-09 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 24, 2001 | Sep. 24, 2011 | 11-May-09 | Sep. 30, 2013 | Sep. 24, 2001 | 11-May-09 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 24, 2011 | 11-May-09 | 11-May-09 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 25, 2013 | 11-May-09 | 11-May-09 | 11-May-09 | Sep. 24, 2001 | 11-May-09 | 11-May-09 | Nov. 30, 2012 | Sep. 07, 2011 | Sep. 10, 2008 | Sep. 30, 2013 | Dec. 31, 2012 | 11-May-09 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2009 | Sep. 30, 2009 | Sep. 30, 2009 | Sep. 24, 2001 | Sep. 30, 2012 | Sep. 24, 2011 | Sep. 24, 2001 | Sep. 30, 2012 | Sep. 24, 2011 | |
sqft | sqft | Office space and warehouse facilities | Office space and warehouse facilities | Office space and warehouse facilities | Prepayment from Related Party for Future Purchases [Member] | Prepayment from Related Party for Future Purchases [Member] | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Affiliated companies | Affiliated companies | Affiliated companies | Affiliated companies | Affiliated companies | Affiliated companies | Affiliated companies | Affiliated companies | Affiliated companies | Affiliated companies | Affiliated companies | Affiliated companies | Affiliated companies | Affiliated companies | Management | Management | Management | Management | Management | Management | Management | Management | Management | Member of board of directors | Member of board of directors | Member of board of directors | Member of board of directors | Member of board of directors | Member of board of directors | Member of board of directors | Member of board of directors | Member of board of directors | Member of board of directors | Member of board of directors | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chairman | Chairman | Investor | Investor | Investor | Investor | Investor | Investor | Investor | Investor | Joseph J. Ritchie | Joseph J. Ritchie | Joseph J. Ritchie | Nia Marie Hatsopoulos | Nia Marie Hatsopoulos | Nia Marie Hatsopoulos | Alexander J. Hatsopoulos | Alexander J. Hatsopoulos | Alexander J. Hatsopoulos | ||
Common stock | Common stock | Conversion of principal amount | Conversion of accrued interest | Sublease under operating leased assets | Sublease under operating leased assets | Sublease under operating leased assets | Sublease under operating leased assets | Sublease under operating leased assets | American DG Energy | American DG Energy | American DG Energy | American DG Energy | American DG Energy | American DG Energy | Common stock | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Demand notes | Ilois | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | American DG Energy | American DG Energy | Ilois | Ilois | Ilois | Ilois | Conversion of principal amount | Conversion of accrued interest | Conversion of accrued interest | Convertible debentures | Convertible debentures | Convertible debentures | Demand notes | Demand notes | Demand notes | American DG Energy | American DG Energy | Ilois | GlenRose Instruments | GlenRose Instruments | American DG Energy | Ilois | GlenRose Instruments | GlenRose Instruments | Pharos | Pharos | Levitronix | Levitronix | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | Convertible debentures | |||||||||||||||||
Office space and warehouse facilities | Office space and warehouse facilities | Office space and warehouse facilities | Office space and warehouse facilities | Office space and warehouse facilities | Conversion of accrued interest | Conversion of principal amount | Conversion of accrued interest | Conversion of accrued interest | Conversion of accrued interest | Convertible debentures | Convertible debentures | Common stock | Conversion of principal amount | Conversion of accrued interest | Convertible debentures | Common stock | Conversion of principal amount | Conversion of accrued interest | Common stock | Common stock | Common stock | Common stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock | Common stock | Common stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of affiliated companies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13.90% | 14.30% | 6.70% | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | 5.00% | 10.70% | 10.80% | ' | 15.70% | 15.70% | 3.10% | 3.00% | 15.70% | 15.70% | 24.40% | 24.40% | 21.40% | 21.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from related parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $546,279 | $1,596,420 | $3,795,666 | $713,267 | $1,658,471 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party transactions agreement term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party transactions agreement term, renewal period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 330,000 | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 213,716 | ' | ' | 100,000 | ' | ' | 300,000 | 750,000 | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | 50,000 | ' | ' |
Related party debt, stated interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, amount converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 6,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72,960 | ' | ' | ' | 109,033 | 90,967 | 190,967 | 190,967 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,284 | ' | ' | 427,432 | 72,568 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | 14,433 | ' | ' | ' | ' | ' | ' |
Debt conversion, number of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | 85,240 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,474 | 400,000 | 500,000 | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,028 | ' | ' | ' | 42,620 | 15,003 | ' | 42,620 | 15,003 |
Conversion price in usd per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2 | ' | $1.20 | $1.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.20 | ' | ' | ' | ' | ' | ' | ' | ' |
Officers' Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of time spent on company affairs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sublease rental | ' | ' | ' | 173,898 | 185,596 | 196,466 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 93,167 | 126,399 | 158,898 | 185,596 | 196,466 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sublease operating expenses offset | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64,932 | 88,021 | 101,218 | 224,700 | 142,050 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Headquarters consisting of office and storage space (in square feet) | 27,000 | 27,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 299,739 | 98,230 | ' | ' | ' | ' | ' | ' | ' | ' | 70,811 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of subsidiary common stock sold by the Company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsidiary common stock sold by the Company, price in usd per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of debt, principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 109,033 | ' | ' | ' | ' | 427,432 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of debt, accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 163,535 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to related party | 396,328 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 396,328 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayments received from related party | ' | ' | ' | ' | ' | ' | 827,747 | 420,317 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate on related party prepaid purchases | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital line of credit with related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | $1,055,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_value_measurements_Fair_V
Fair value measurements - Fair Value Measurements of Assets Measured at Fair Value on a Recurring Basis (Details) (Fair Value, Measurements, Recurring, USD $) | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Fair Value Total | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Certificates of deposit | $181,859 | $683,428 | $85,000 |
Total Assets | 181,859 | 683,428 | 85,000 |
Quoted Prices in Active Markets (Level 1) | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Certificates of deposit | 0 | 0 | 0 |
Total Assets | 0 | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Certificates of deposit | 181,859 | 683,428 | 85,000 |
Total Assets | 181,859 | 683,428 | 85,000 |
Significant Unobservable Inputs (Level 3) | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Certificates of deposit | 0 | 0 | 0 |
Total Assets | $0 | $0 | $0 |
Asset_acquisition_Purchase_Pri
Asset acquisition - Purchase Price Allocation (Details) (USD $) | Sep. 30, 2013 |
Business Acquisition [Line Items] | ' |
Inventory | $17,400 |
Developed technology | 240,000 |
Goodwill | 40,870 |
Business Acquisition Purchase Price Allocation Assets Acquired1 | 497,800 |
Machinery and Equipment | ' |
Business Acquisition [Line Items] | ' |
Business Acquisition Purchase Price Allocation Property Plant And Equipment1 | 171,910 |
Computer Equipment | ' |
Business Acquisition [Line Items] | ' |
Business Acquisition Purchase Price Allocation Property Plant And Equipment1 | 22,070 |
Tools, Dies and Molds | ' |
Business Acquisition [Line Items] | ' |
Business Acquisition Purchase Price Allocation Property Plant And Equipment1 | $5,550 |
Asset_acquisition_Narrative_De
Asset acquisition - Narrative (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Payments for Purchase of Other Assets | 497,800 | ' |
Intangible Assets, Net (Excluding Goodwill), Total | 240,000 | ' |
Finite-Lived Intangible Asset, Useful Life | '15 years | ' |
Goodwill | 40,870 | ' |
Minimum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful life | '3 years | '3 years |
Maximum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful life | '15 years | '7 years |
Machinery and Equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Payments for Purchase of Other Assets | 199,530 | ' |
Machinery and Equipment | Minimum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful life | '5 years | '5 years |
Machinery and Equipment | Maximum | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Useful life | '8 years 6 months | '7 years |
Income_taxes_Reconciliation_of
Income taxes - Reconciliation of Federal Statutory Income Tax Provision to Company's Actual Provision (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Benefit at federal statutory tax rate | $680,000 | $648,000 | $185,000 |
Unbenefited operating losses | -680,000 | -648,000 | -185,000 |
Income tax provision | $0 | $0 | $0 |
Income_taxes_Schedule_of_Defer
Income taxes - Schedule of Deferred Tax Assets (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Net operating loss carryforwards | $3,380,000 | $2,896,000 | $2,867,000 |
Accrued expenses and other | 676,000 | 588,000 | 30,000 |
Accounts receivable | 60,000 | 37,000 | 0 |
Inventory | 130,000 | 139,000 | 0 |
Depreciation | 94,000 | 184,000 | 13,000 |
Deferred tax assets, gross | 4,340,000 | 3,844,000 | 2,910,000 |
Valuation allowance | -4,340,000 | -3,844,000 | -2,910,000 |
Net deferred tax asset | $0 | $0 | $0 |
Income_taxes_Narrative_Details
Income taxes - Narrative (Details) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | ' |
Increase In Valuation Allowance | $496,000 |
Internal Revenue Service (IRS) | ' |
Operating Loss Carryforwards [Line Items] | ' |
Operating Loss Carryforwards | 8,500,000 |
Internal Revenue Service (IRS) | Subsidiary | ' |
Operating Loss Carryforwards [Line Items] | ' |
Operating Loss Carryforwards | $1,900,000 |
Subsequent_events_Narrative_De
Subsequent events - Narrative (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Sep. 30, 2013 | Oct. 18, 2013 | Oct. 18, 2013 | 11-May-09 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 25, 2013 | Mar. 14, 2013 | Sep. 30, 2013 | Nov. 14, 2013 | Jul. 22, 2013 | Oct. 18, 2013 | Oct. 03, 2013 | Mar. 25, 2013 | Mar. 14, 2013 | |
Conversion of accrued interest in 2012 [Member] | Conversion of accrued interest [Member] | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Prepayment from related party for future 2013 purchases | Prepayment from related party for future 2013 purchases | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | |||||
Board of Directors Chairman [Member] | Convertible Common Stock [Member] | Chief Executive Officer (John N. Hatsopoulos) | Chief Executive Officer (John N. Hatsopoulos) | Prepayment from related party for future 2013 purchases | ||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayments received from related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $827,747 | $420,317 | ' | ' | ' | ' | ' | $827,747 |
Discount rate on related party prepaid purchases | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | 6.00% |
Working capital line of credit with related party | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | 1,000,000 | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' |
Related Party Transaction, Rate | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 744,378 | ' | ' | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.50 | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock | 680,000 | 3,610,993 | 1,211,249 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,349,700 | ' | ' | ' | ' | ' |
Debt Conversion, Original Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90,967 | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | 75,806 | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | $3.20 | $4.50 | ' | ' | ' | ' | ' | ' | ' | ' | $1.20 | ' | ' | ' |
Convertible Debenture, Related Parties, Current | $90,967 | $0 | ' | $90,967 | $6,913 | $4,366 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Number of Equity Instruments | ' | ' | ' | ' | 2,161 | 970 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |