Document and Entity Information
Document and Entity Information Document and Entity Information | 6 Months Ended |
Jun. 30, 2016shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | TECOGEN INC. |
Entity Central Index Key | 1,537,435 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 19,836,579 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 4,069,660 | $ 5,486,526 |
Short-term investments | 0 | 294,802 |
Accounts receivable, net | 6,241,054 | 5,286,863 |
Unbilled revenue | 1,214,218 | 1,072,391 |
Inventory, net | 4,940,315 | 5,683,043 |
Due from related party | 391,443 | 1,177,261 |
Prepaid and other current assets | 487,138 | 353,105 |
Total current assets | 17,343,828 | 19,353,991 |
Property, plant and equipment, net | 560,868 | 543,754 |
Intangible assets, net | 1,046,812 | 1,044,611 |
Goodwill | 40,870 | 40,870 |
Other assets | 58,425 | 58,425 |
TOTAL ASSETS | 19,050,803 | 21,041,651 |
Current liabilities: | ||
Accounts payable | 2,618,285 | 3,311,809 |
Accrued expenses | 1,036,782 | 1,066,860 |
Deferred revenue | 808,832 | 996,941 |
Total current liabilities | 4,463,899 | 5,375,610 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 296,085 | 273,162 |
Senior convertible promissory note, related party | 3,124,061 | 2,951,011 |
Total liabilities | 7,884,045 | 8,599,783 |
Commitments and contingencies | ||
Tecogen Inc. shareholders’ equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 19,161,579 and 18,478,990 issued and outstanding at June 30, 2016 and December 31, 2015 | 19,162 | 18,479 |
Additional paid-in capital | 34,203,702 | 34,501,640 |
Accumulated deficit | (23,056,106) | (21,682,437) |
Total Tecogen Inc. stockholders’ equity | 11,166,758 | 12,837,682 |
Noncontrolling interest | 0 | (395,814) |
Total stockholders’ equity | 11,166,758 | 12,441,868 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 19,050,803 | $ 21,041,651 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,161,579 | 18,478,990 |
Common stock, shares outstanding | 19,161,579 | 18,478,990 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | ||||
Products | $ 2,408,860 | $ 3,345,571 | $ 4,675,008 | $ 6,883,446 |
Services | 3,278,448 | 3,038,260 | 6,087,815 | 5,603,819 |
Total revenues | 5,687,308 | 6,383,831 | 10,762,823 | 12,487,265 |
Cost of sales | ||||
Products | 1,767,052 | 2,224,415 | 3,319,768 | 4,778,053 |
Services | 1,817,362 | 2,018,526 | 3,620,817 | 3,343,347 |
Total cost of sales | 3,584,414 | 4,242,941 | 6,940,585 | 8,121,400 |
Gross profit | 2,102,894 | 2,140,890 | 3,822,238 | 4,365,865 |
Operating expenses | ||||
General and administrative | 2,002,172 | 1,890,503 | 3,894,392 | 4,077,632 |
Selling | 335,089 | 324,384 | 850,121 | 818,058 |
Research and development | 151,663 | 228,318 | 370,621 | 404,481 |
Total operating expenses | 2,488,924 | 2,443,205 | 5,115,134 | 5,300,171 |
Loss from operations | (386,030) | (302,315) | (1,292,896) | (934,306) |
Other income (expense) | ||||
Interest and other income | 2,770 | 685 | 5,661 | 9,788 |
Interest expense | (44,053) | (30,351) | (86,434) | (60,410) |
Total other expense, net | (41,283) | (29,666) | (80,773) | (50,622) |
Loss before income taxes | (427,313) | (331,981) | (1,373,669) | (984,928) |
Consolidated net loss | (427,313) | (331,981) | (1,373,669) | (984,928) |
Less: (Income) loss attributable to the noncontrolling interest | 11,774 | (30,858) | 64,962 | 4,625 |
Net loss attributable to Tecogen Inc. | $ (415,539) | $ (362,839) | $ (1,308,707) | $ (980,303) |
Net loss per share - basic and diluted | $ (0.02) | $ (0.02) | $ (0.07) | $ (0.06) |
Weighted average shares outstanding - basic and diluted | 19,088,828 | 18,783,909 | 16,282,027 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net loss | $ (1,373,669) | $ (984,928) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 131,941 | 138,828 |
Provision (recover) for inventory reserve | (40,000) | 23,000 |
Stock-based compensation | 88,177 | 51,497 |
Non-cash interest expense | 23,050 | 24,899 |
Loss (gain) on sale of assets | 640 | (5,073) |
Changes in operating assets and liabilities | ||
Short term investments | 294,802 | 291,047 |
Accounts receivable | (954,191) | 237,989 |
Unbilled revenue | (141,827) | (896,001) |
Inventory, net | 782,728 | 280,480 |
Due from related party | 785,818 | (372,570) |
Prepaid expenses and other current assets | (134,033) | (160,964) |
Other non-current assets | 0 | (5,100) |
Increase (decrease) in: | ||
Accounts payable | (693,524) | 915,942 |
Accrued expenses | (30,078) | 331,447 |
Deferred revenue | (165,186) | (712,759) |
Net cash used in operating activities | (1,425,352) | (842,266) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (100,925) | (12,935) |
Proceeds from sale of assets | 0 | 16,874 |
Purchases of intangible assets | (50,970) | (95,086) |
Net cash used in investing activities | (151,895) | (91,147) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds (payments) on demand notes payable and line of credit to related party | 150,000 | |
Payment of stock issuance costs | (8,544) | 0 |
Proceeds from sale of restricted common stock, net | 0 | 996,874 |
Proceeds from the exercise of stock options | 18,925 | 360,225 |
Net cash provided by financing activities | 160,381 | 1,357,099 |
Net increase (decrease) in cash and cash equivalents | (1,416,866) | 423,686 |
Cash and cash equivalents, beginning of the period | 5,486,526 | 1,186,033 |
Cash and cash equivalents, end of the period | 4,069,660 | 1,609,719 |
Non-cash investing and financing activities: | ||
Cash paid for interest | 72,199 | 60,410 |
Stock exchange for non-controlling interest in Ilios | $ 330,852 | $ 0 |
Description of business and sum
Description of business and summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Description of business and summary of significant accounting policies | Description of business and summary of significant accounting policies Description of business Tecogen Inc., or the Company, was organized as a Delaware Corporation 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 Company's common stock is listed on the NASDAQ under the ticker symbol TGEN. Basis of Presentation The accompanying unaudited condensed 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, 2015 in conjunction with our 2015 Annual Report on Form 10-K, or our Annual Report, filed with the Securities and Exchange Commission, or SEC, on March 30, 2016 . This form 10-Q should be read in conjunction with our Annual Report. The accompanying unaudited condensed 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 June 30, 2016 , and of operations and cash flows for the interim periods ended June 30, 2016 and 2015 . The results of operations for the interim periods ended June 30, 2016 are not necessarily indicative of the results to be expected for the year. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Ilios Inc. or Ilios, whose business focus is on advanced heating systems for commercial and industrial applications. In May 2016, the Company completed an exchange of common stock with the shareholders of Ilios and effected a statutory merger. Ilios is no longer a separate subsidiary (see Note 4). The Company’s operations are comprised of one business segment. Our business is to manufacture and support highly efficient CHP products based on engines fueled by natural gas. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Generally, sales of cogeneration and chiller units and parts are recognized when shipped and services are recognized over the term of the service period. Payments received in advance of services being performed or as a deposit on equipment are recorded as deferred revenue. 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 three months ended June 30, 2016 , revenues of $2,186,698 were recorded as bill and hold transactions. For the same period in 2015 , 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. When vendor-specific objective evidence or third-party evidence is not available, adopting the relative fair value method of allocation permits the Company to recognize revenue on specific elements as completed based on the estimated selling price. The Company generally uses internal pricing lists that determine sales prices to external customers in determining its best estimate of the selling price of the various deliverables in multiple-element arrangements. Changes in judgments made in estimating the selling price of the various deliverables could significantly affect the timing or amount of revenue recognition. The Company enters into sales arrangements with customers to sell its cogeneration and chiller units and related service contracts and occasionally installation services. Based on the fact that the Company sells each deliverable to other customers on a stand-alone basis, the Company has determined that each deliverable has a stand-alone value. Additionally, there are no rights of return relative to the delivered items; therefore, each deliverable is considered a separate unit of accounting. After the arrangement consideration has been allocated to each unit of accounting, the Company applies the appropriate revenue recognition method for each unit of accounting based on the nature of the arrangement and the services included in each unit of accounting. Cogeneration and chiller units are recognized when shipped and services are recognized over the term of the applicable agreement, or as provided when on a time and materials basis. In some cases, our customers may choose to have the Company engineer and install the system for them rather than simply purchase the cogeneration and/or chiller units. In this case, the Company accounts for revenue, or turnkey revenue, and costs using the percentage-of-completion method of accounting. Under the percentage-of-completion method of accounting, revenues are recognized by applying percentages of completion to the total estimated revenues for the respective contracts. Costs are recognized as incurred. The percentages of completion are determined by relating the actual cost of work performed to date to the current estimated total cost at completion of the respective contracts. When the estimate on a contract indicates a loss, the Company’s policy is to record the entire expected loss, regardless of the percentage of completion. During the three months ended June 30, 2016, a recovery of approximately $89,000 from a loss recorded in the three month period ended March 31, 2015 of approximately $155,000 , and $0 in the same period in 2015. During the six months ended June 30, 2016 and 2015 , a loss of approximately $66,000 and $0 was recorded, respectively. The loss recorded for six months ending June 30, 2016 was reduced due to a change in project scope. 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 profit is recorded as deferred revenue. 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 June 30, 2016 and December 31, 2015 the allowance for doubtful accounts was approximately $44,000 and $50,000 , respectively. 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. At June 30, 2016 and December 31, 2015 , inventory reserves were $253,000 and $293,000 , respectively. 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. For the three and six months ended June 30, 2016 and 2015 , depreciation expense was $39,543 and $43,956 , and $83,171 and $87,409 , respectively. Intangible Assets Intangible assets are amortized on a straight-line basis over the estimated economic life of the intangible asset. The Company reviews intangible assets for impairment when the circumstances warrant. Goodwill The Company tests its recorded goodwill for impairment in the fourth quarter, 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. During the first six months of 2016 , the Company determined that no interim impairment test was necessary. 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. The determination of the fair value of share-based payment awards is affected by the Company’s stock price. 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. (see Note 5) Revenues by Product The following table summarizes net revenue by product line and services for the three months ended June 30, 2016 and 2015 and six months ended June 30, 2016 and 2015 : Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 Products Cogeneration $ 1,270,499 $ 2,526,812 $ 2,688,471 $ 5,098,740 Chiller & Heat Pump 1,138,361 818,759 1,986,537 1,784,706 Total Product Revenue 2,408,860 3,345,571 4,675,008 6,883,446 Services Service contracts 2,082,644 2,035,041 4,270,966 3,907,407 Installations 1,195,804 1,003,219 1,816,849 1,696,412 Total Service Revenue 3,278,448 3,038,260 6,087,815 5,603,819 Total Revenue $ 5,687,308 $ 6,383,831 $ 10,762,823 $ 12,487,265 Reclassification Certain prior period balances have been reclassified to conform with current period presentation. The interest expense includes the amortization of the deferred financing costs, and this has been adjusted in the comparable periods. The balance of deferred financing cost on the balance sheet under ASU 2015-03 is netted with the associated debt and is retrospectively shown for prior period balances. |
Loss per common share
Loss per common share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Loss per common share | Loss per common share All shares issuable for both periods were anti-dilutive because of the reported net loss. Basic and diluted loss per share for the three months ended June 30, 2016 and 2015 , and six months ended June 30, 2016 and 2015 , respectively, were as follows: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 Net loss attributable to stockholders $ (415,539 ) $ (362,839 ) $ (1,308,707 ) $ (980,303 ) Weighted average shares outstanding - Basic and diluted 19,088,828 16,338,909 18,783,909 16,282,027 Basic and diluted loss per share $ (0.02 ) $ (0.02 ) $ (0.07 ) $ (0.06 ) Anti-dilutive shares underlying stock options outstanding 1,196,776 1,186,325 1,196,776 1,186,325 Anti-dilutive convertible debentures 889,830 555,556 889,830 555,556 Anti-dilutive warrants outstanding 1,150,000 — 1,150,000 — |
Demand note payable, convertibl
Demand note payable, convertible debentures and line of credit agreement to related parties | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Demand note payable, convertible debentures and line of credit agreement to related parties | Demand notes payable, convertible debentures and line of credit agreement to related parties On December 23, 2013, the Company entered into a Senior Convertible Promissory Note or the Note, with Michaelson Capital Special Finance Fund LP or Michaelson, for the principal amount of $3,000,000 with interest at 4% per annum for a term of three years. In the event of default such interest rate shall accrue at 8% after the occurrence of the event of default and during continuance plus 2% after the occurrence and during the continuance of any other event of default. The Note is a senior unsecured obligation which pays interest only on a monthly basis in arrears at a rate of 4% per annum, unless earlier converted in accordance with the terms of the agreement prior to such date. Effective April 1, 2016, the Note was amended increasing the principal amount by $150,000 for a total of $3,150,000 and extending the maturity date. The principal amount, if not converted, is now due on the fifth anniversary of the Note, December 28, 2018. The Note is senior in right of payment to any unsecured indebtedness that is expressly subordinated in right of payment to the Note. The principal balance of the Note, together with any unpaid interest, is convertible into shares of the Company's common stock at 282.49 shares of the Company's common stock per $1,000 principal amount of Note (equivalent to a conversion price of $3.54 per share) at the option of Michaelson. If at any time the common stock of the Company is (1) trading on a national securities exchange, (2) qualifies for unrestricted resale under federal securities laws and (3) the arithmetic average of the volume weighted average price of the Common Stock for twenty consecutive trading days preceding the Company's notice of mandatory conversion exceeds $150,000 , the Company shall have the right to require conversion of all of the then outstanding principal balance together with unpaid interest of this Note into the Company's common stock based on the conversion price of $3.54 per share. The Company may prepay all of the outstanding principal and interest due and payable under this Note in full, at any time prior to the maturity date for an amount equal to 120% of the then outstanding principal and interest due and payable as of the date of such prepayment. Upon change of control, as defined by the Note, at Michaelson's option, the obligations may be assumed, on the terms and conditions in this Note, through an assignment and assumption agreement, or the Company may prepay all of the then outstanding principal and unpaid interest under this Note in full at the optional 120% prepayment amount. This provision creates an embedded derivative in accordance with FASB ASC 815, Derivatives and Hedging. As such it is required to be bifurcated and accounted for separately from the Note. However, the Company has determined that the fair value of the embedded derivative is immaterial to the consolidated financial statements. Debt issuance costs are netted against the principal balance of the debt. As per an amendment to the Note dated April 1, 2016, the conversion price was increased from $3.37 to $3.54 and the number of shares issuable upon conversion decreased from 890,207 at December 31, 2015 to 889,830 at April 1, 2016. The Company has determined that changes resulting from this modification were immaterial to the consolidated financial statements. On June 15, 2015, the Company entered into a Non-Revolving Line of Credit Agreement, or the Agreement, with John N. Hatsopoulos, the Company's Co-Chief Executive Officer and a Company Director. Under the terms of the Agreement, Mr. Hatsopoulos has agreed to lend the Company up to an aggregate of $2,000,000 , with a withdrawal limit of $250,000 per financial calendar quarter, at the written request of the Company. Any amounts borrowed by the Company pursuant to the Agreement will bear interest at 6% per year. Interest is due and payable quarterly in arrears. The term of the Agreement is from July 1, 2015 to July 1, 2017. Repayment of the principal amount borrowed pursuant to the Agreement will be due on July 1, 2017, or the Maturity Date. Prepayment of any amounts due under the Agreement may be made at any time without penalty. The Agreement terminates on the Maturity Date. The Company has not yet borrowed any amounts pursuant to the Agreement. |
Stockholders' Equity and Ilios
Stockholders' Equity and Ilios subsidiary | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholder Equity and Ilios subsidiary | Stockholders' Equity and Ilios subsidiary Beginning on April 11, 2016 through its conclusion on May 3, 2016, the Company entered into numerous private placement share exchange agreements ("Share Exchange Agreements") with shareholders of Ilios ("Exchanging Shareholders"), a majority owned subsidiary of the Company. Pursuant to the Share Exchange Agreements, the Exchanging Shareholders agreed to exchange every 7.86 of their restricted Ilios shares of common stock for 1 share of the Company's restricted common stock. In addition, the Company granted each Exchanging Shareholder registration rights of the Company's common stock they received in exchange for their Ilios shares. The Company issued a total of 670,464 shares of its common stock in exchange for Ilios shares of common stock. Pursuant to the Registration Rights Agreement, the Company filed a registration statement covering the resale of the shares. Upon execution of the exchange agreements for 100% of the shares of Ilios, the Company no longer had a non-controlling interest in its subsidiary.. On April 30, 2016, Ilios was merged into the Company, and accounting for the noncontrolling interest in the subsidiary ended. |
Stock-based compensation
Stock-based compensation | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stock-based compensation | Stock-based compensation Stock-Based Compensation In 2006, the Company adopted the 2006 Stock Option and Incentive Plan or the Plan, under which the Board of Directors may grant incentive or non-qualified stock options and stock grants to key employees, directors, advisors and consultants of the Company. The Plan was amended at various dates by the Board of Directors to increase the reserved shares of common stock issuable under the Plan to 3,838,750 as of June 30, 2016 , or the Amended Plan. Stock options vest based upon the terms within the individual option grants, with an acceleration of the unvested portion of such options upon a change in control event, as defined in the Amended Plan. The options are not transferable except by will or domestic relations order. The option price per share under the Amended Plan cannot be less than the fair market value of the underlying shares on the date of the grant. The number of shares remaining available for future issuance under the Amended Plan as of June 30, 2016 was 1,676,957 . Stock option activity for the six months ended June 30, 2016 was as follows: Common Stock Options Number of Options Exercise Share Weighted Price Weighted Life Aggregate Value Outstanding, December 31, 2015 1,268,200 $1.20-$5.39 $ 3.06 6.01 years $ 985,578 Granted 87,701 $0.79-$3.93 2.56 Exercised (12,125 ) $1.20-$2.60 1.56 Canceled and forfeited (150,125 ) $3.39-$4.50 3.39 Expired — — — Outstanding, June 30, 2016 1,193,651 $0.79-$5.39 $ 3.00 5.19 years $ 2,517,999 Exercisable, June 30, 2016 941,826 $ 2.54 $ 2,412,166 Vested and expected to vest, June 30, 2016 1,193,651 $ 3.00 $ 2,517,999 Stock-Based Compensation - Ilios In 2009, Ilios adopted the 2009 Stock Incentive Plan, or 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. The 2009 Plan had 1,325,000 available for grant as of March 31, 2016. At the time of the merger between Ilios and the Company, stock options vested with an acceleration of the unvested portion upon the change in control event, as defined in the Plan. These options were exchanged for options for Tecogen stock at the same ratio and price as the share exchange described in Note 4. The grant was for a total of 82,701 options. The impact of the option exchange was immaterial. Consolidated stock-based compensation expense for the six months ended June 30, 2016 and 2015 was $88,177 and $51,497 , respectively. No tax benefit was recognized related to the stock-based compensation recorded during the periods. |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Letters of Credit On January 28, 2016, the letter of credit from Enterprise Bank and Trust Company required for collateral with an outstanding performance bond was closed as the Company had met the performance obligations of the bond. |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions The Company has two affiliated companies, namely American DG Energy Inc., or American DG Energy, and EuroSite Power Inc. or EuroSite Power. These companies are affiliates because several of the major stockholders of those companies, have a significant ownership position in the Company. Neither American DG Energy nor EuroSite Power own any shares of the Company, and the Company does not own any shares of American DG Energy or EuroSite Power. On December 23, 2013, the Company entered into a Senior Convertible Promissory Note with Michaelson Capital Special Finance Fund LP (see Note 3). This agreement came with board observation rights causing the related party status. On June 15, 2015, the Company entered into a Non-Revolving Line of Credit Agreement with John N. Hatsopoulos, the Company's Co-Chief Executive Officer and a Company Director (see Note 3). The Company provides office space and certain utilities to American DG Energy based on a monthly rate set at the beginning of each year. This sublease was signed on July 1, 2014 and subsequently amended. The lease will expire on July 1, 2017. The agreement contains an automatic monthly renewal at expiration. In addition, the Company pays certain operating expenses, including benefits and insurance, on behalf of American DG Energy. The Company is reimbursed for these costs. |
Intangible assets other than go
Intangible assets other than goodwill | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets other than goodwill | Intangible assets other than goodwill As of December 31, 2015 and June 30, 2016 the Company has the following amounts related to intangible assets: Product Certifications Patents Developed Technology Trademarks Total Balance at December 31, 2015 Intangible assets $ 514,616 $ 603,915 $ 240,000 $ 4,775 $ 1,363,306 Less - accumulated amortization (182,931 ) (91,764 ) (44,000 ) — (318,695 ) $ 331,685 $ 512,151 $ 196,000 $ 4,775 $ 1,044,611 Balance at June 30, 2016 Intangible assets $ 514,616 $ 650,311 240,000 9,350 $ 1,414,277 Less - accumulated amortization (208,433 ) (107,032 ) (52,000 ) — (367,465 ) $ 306,183 $ 543,279 $ 188,000 $ 9,350 $ 1,046,812 The aggregate amortization expense of the Company's intangible assets for the three and six months ended June 30, 2016 and 2015 was $24,480 and $28,136 and $48,770 and $51,419 , respectively. |
Joint Venture
Joint Venture | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture | Joint ventures Ultra Emissions Technologies Ltd. On December 28, 2015, the Company entered into a joint venture agreement relating to the formation of a joint venture company (the “JV”) organized to develop and commercialize Tecogen’s patented technology (“Ultera ® Technology”) designed to reduce harmful emissions generated by engines using fossil fuels. The joint venture company, called Ultra Emissions Technologies Ltd., was organized under the laws of the Island of Jersey, Channel Islands. The Company received a 50% equity interest in the JV in exchange for a fully paid-up worldwide license to use Tecogen’s Ultera emissions control technology in the field of mobile vehicles burning fossil fuels. The other half of the joint venture equity interests were purchased for $3,000,000 by a small group of offshore investors. Warrants to purchase additional equity securities in the JV were granted to all parties pro rata. If the venture is not successful, all licensed intellectual property rights will revert to Tecogen. The JV is expected to have losses as it performs the necessary research and development with the Ultera technology. Using equity method accounting, these losses will not be included in Tecogen's financial statements since Tecogen does not guarantee obligations of the JV and is not otherwise obligated to provide further financial support of the JV. In August 2016, Tecogen exercised its warrants in the JV for a total investment of $2,000,000 . TTcogen LLC On May 19, 2016, the Company along with Tedom a.s., a corporation incorporated in the Czech Republic and a European combined heat and power product manufacturer, ("Tedom") entered into a joint venture, where the Company will hold a 50% participating interest and the remaining 50% interest will be with Tedom. As part of the joint venture, the parties agreed to create a Delaware limited liability company, TTcogen LLC ("TTcogen"), to carry out the business of the venture. Tedom granted TTcogen the sole and exclusive right to market, sell, offer for sale, and distribute certain products as agreed to by the parties throughout the United States. The product offerings of the joint venture expand the current Tecogen product offerings to the MicroCHP of 35kW to large 4,000kW plants. Tecogen agreed to refer all appropriate sale leads to TTcogen regarding the products agreed to by the parties and Tecogen shall have the first right to repair and maintenance the products sold by TTcogen. The TTcogen operations will be accounted for using equity method accounting. Any losses on the initial operation of the entity will not be consolidated in Tecogen's financial statements. Since Tecogen does not guarantee obligations of TTcogen, losses or liabilities of the joint venture are not recorded on the Company's financial statements. Using equity method accounting, as the venture becomes profitable with the expected growth, realized gains from profits will be added to the an investment asset account on the consolidated balance sheet. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 2, 2016, Tecogen Inc. (the "Company") exercised 2,000,000 warrants (the "Ultratek Warrants"), in their joint venture Ultra Emissions Technologies Limited (the "JV"), at $1.00 per share, for an aggregate amount of $2 million . The funds used to exercise the Ultratek Warrants were acquired by the Company from the holders of certain Company warrants (the "Tecogen Warrant Holders"), when they partially exercised their Tecogen warrants (the "Tecogen Warrants"), in July of 2016. The Tecogen Warrant Holders exercised a total of 650,000 Tecogen Warrants with a $4.00 exercise price, resulting in an influx of $2.7 million to the Company, which the Company then used some of the proceeds to invest in their JV. |
Description of business and s16
Description of business and summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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, 2015 in conjunction with our 2015 Annual Report on Form 10-K, or our Annual Report, filed with the Securities and Exchange Commission, or SEC, on March 30, 2016 . This form 10-Q should be read in conjunction with our Annual Report. The accompanying unaudited condensed 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 June 30, 2016 , and of operations and cash flows for the interim periods ended June 30, 2016 and 2015 . The results of operations for the interim periods ended June 30, 2016 are not necessarily indicative of the results to be expected for the year. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Ilios Inc. or Ilios, whose business focus is on advanced heating systems for commercial and industrial applications. In May 2016, the Company completed an exchange of common stock with the shareholders of Ilios and effected a statutory merger. Ilios is no longer a separate subsidiary (see Note 4). 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 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates |
Revenue Recognition | Revenue 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 or as a deposit on equipment are recorded as deferred revenue. 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 three months ended June 30, 2016 , revenues of $2,186,698 were recorded as bill and hold transactions. For the same period in 2015 , 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. When vendor-specific objective evidence or third-party evidence is not available, adopting the relative fair value method of allocation permits the Company to recognize revenue on specific elements as completed based on the estimated selling price. The Company generally uses internal pricing lists that determine sales prices to external customers in determining its best estimate of the selling price of the various deliverables in multiple-element arrangements. Changes in judgments made in estimating the selling price of the various deliverables could significantly affect the timing or amount of revenue recognition. The Company enters into sales arrangements with customers to sell its cogeneration and chiller units and related service contracts and occasionally installation services. Based on the fact that the Company sells each deliverable to other customers on a stand-alone basis, the Company has determined that each deliverable has a stand-alone value. Additionally, there are no rights of return relative to the delivered items; therefore, each deliverable is considered a separate unit of accounting. After the arrangement consideration has been allocated to each unit of accounting, the Company applies the appropriate revenue recognition method for each unit of accounting based on the nature of the arrangement and the services included in each unit of accounting. Cogeneration and chiller units are recognized when shipped and services are recognized over the term of the applicable agreement, or as provided when on a time and materials basis. In some cases, our customers may choose to have the Company engineer and install the system for them rather than simply purchase the cogeneration and/or chiller units. In this case, the Company accounts for revenue, or turnkey revenue, and costs using the percentage-of-completion method of accounting. Under the percentage-of-completion method of accounting, revenues are recognized by applying percentages of completion to the total estimated revenues for the respective contracts. Costs are recognized as incurred. The percentages of completion are determined by relating the actual cost of work performed to date to the current estimated total cost at completion of the respective contracts. When the estimate on a contract indicates a loss, the Company’s policy is to record the entire expected loss, regardless of the percentage of completion. During the three months ended June 30, 2016, a recovery of approximately $89,000 from a loss recorded in the three month period ended March 31, 2015 of approximately $155,000 , and $0 in the same period in 2015. During the six months ended June 30, 2016 and 2015 , a loss of approximately $66,000 and $0 was recorded, respectively. The loss recorded for six months ending June 30, 2016 was reduced due to a change in project scope. 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 profit is recorded as deferred revenue. |
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 June 30, 2016 and December 31, 2015 the allowance for doubtful accounts was approximately $44,000 and $50,000 , respectively. |
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. At June 30, 2016 and December 31, 2015 , inventory reserves were $253,000 and $293,000 , respectively. |
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. For the three and six months ended June 30, 2016 and 2015 , depreciation expense was $39,543 and $43,956 , and $83,171 and $87,409 , respectively. |
Intangible Assets | Intangible Assets Intangible assets 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 tests its recorded goodwill for impairment in the fourth quarter, 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. During the first six months of 2016 , the Company determined that no interim impairment test was necessary. |
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. The determination of the fair value of share-based payment awards is affected by the Company’s stock price. 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. (see Note 5) |
Description of business and s17
Description of business and summary of significant accounting policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Net Revenue by Product Line and Services | The following table summarizes net revenue by product line and services for the three months ended June 30, 2016 and 2015 and six months ended June 30, 2016 and 2015 : Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 Products Cogeneration $ 1,270,499 $ 2,526,812 $ 2,688,471 $ 5,098,740 Chiller & Heat Pump 1,138,361 818,759 1,986,537 1,784,706 Total Product Revenue 2,408,860 3,345,571 4,675,008 6,883,446 Services Service contracts 2,082,644 2,035,041 4,270,966 3,907,407 Installations 1,195,804 1,003,219 1,816,849 1,696,412 Total Service Revenue 3,278,448 3,038,260 6,087,815 5,603,819 Total Revenue $ 5,687,308 $ 6,383,831 $ 10,762,823 $ 12,487,265 |
Loss per common share (Tables)
Loss per common share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Common Share, Basic and Diluted | Basic and diluted loss per share for the three months ended June 30, 2016 and 2015 , and six months ended June 30, 2016 and 2015 , respectively, were as follows: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 Net loss attributable to stockholders $ (415,539 ) $ (362,839 ) $ (1,308,707 ) $ (980,303 ) Weighted average shares outstanding - Basic and diluted 19,088,828 16,338,909 18,783,909 16,282,027 Basic and diluted loss per share $ (0.02 ) $ (0.02 ) $ (0.07 ) $ (0.06 ) Anti-dilutive shares underlying stock options outstanding 1,196,776 1,186,325 1,196,776 1,186,325 Anti-dilutive convertible debentures 889,830 555,556 889,830 555,556 Anti-dilutive warrants outstanding 1,150,000 — 1,150,000 — |
Stock-based compensation (Table
Stock-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Tecogen | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock Option Activity | Stock option activity for the six months ended June 30, 2016 was as follows: Common Stock Options Number of Options Exercise Share Weighted Price Weighted Life Aggregate Value Outstanding, December 31, 2015 1,268,200 $1.20-$5.39 $ 3.06 6.01 years $ 985,578 Granted 87,701 $0.79-$3.93 2.56 Exercised (12,125 ) $1.20-$2.60 1.56 Canceled and forfeited (150,125 ) $3.39-$4.50 3.39 Expired — — — Outstanding, June 30, 2016 1,193,651 $0.79-$5.39 $ 3.00 5.19 years $ 2,517,999 Exercisable, June 30, 2016 941,826 $ 2.54 $ 2,412,166 Vested and expected to vest, June 30, 2016 1,193,651 $ 3.00 $ 2,517,999 |
Intangible assets other than 20
Intangible assets other than goodwill (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | As of December 31, 2015 and June 30, 2016 the Company has the following amounts related to intangible assets: Product Certifications Patents Developed Technology Trademarks Total Balance at December 31, 2015 Intangible assets $ 514,616 $ 603,915 $ 240,000 $ 4,775 $ 1,363,306 Less - accumulated amortization (182,931 ) (91,764 ) (44,000 ) — (318,695 ) $ 331,685 $ 512,151 $ 196,000 $ 4,775 $ 1,044,611 Balance at June 30, 2016 Intangible assets $ 514,616 $ 650,311 240,000 9,350 $ 1,414,277 Less - accumulated amortization (208,433 ) (107,032 ) (52,000 ) — (367,465 ) $ 306,183 $ 543,279 $ 188,000 $ 9,350 $ 1,046,812 |
Description of business and s21
Description of business and summary of significant accounting policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Jun. 30, 2016USD ($)segment | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||||||
Number of Operating Segments | segment | 1 | |||||
Revenues, Bill And Hold | $ 2,186,698 | $ 0 | ||||
Recovery from previously recorded loss | $ 89,000 | |||||
Loss on Contracts | $ 0 | $ 155,000 | 66,000 | $ 0 | ||
Allowance for Doubtful Accounts Receivable, Current | 44,000 | 44,000 | $ 50,000 | |||
Inventory Valuation Reserves | $ 253,000 | $ 253,000 | $ 293,000 |
Description of business and s22
Description of business and summary of significant accounting policies - Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 39,543 | $ 43,956 | $ 83,171 | $ 87,409 |
Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, estimated useful lives | 3 years | |||
Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, estimated useful lives | 15 years |
Description of business and s23
Description of business and summary of significant accounting policies - Revenue by Product Line and Services (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue by Producks and Services [Line Items] | |||||
Products | $ 2,408,860 | $ 3,345,571 | $ 3,345,571 | $ 4,675,008 | $ 6,883,446 |
Services | 3,278,448 | 3,038,260 | 3,038,260 | 6,087,815 | 5,603,819 |
Total revenues | 5,687,308 | 6,383,831 | $ 6,383,831 | 10,762,823 | 12,487,265 |
Cogeneration | |||||
Revenue by Producks and Services [Line Items] | |||||
Products | 1,270,499 | 2,526,812 | 2,688,471 | 5,098,740 | |
Chiller & Heat Pump | |||||
Revenue by Producks and Services [Line Items] | |||||
Products | 1,138,361 | 818,759 | 1,986,537 | 1,784,706 | |
Service Contracts | |||||
Revenue by Producks and Services [Line Items] | |||||
Services | 2,082,644 | 2,035,041 | 4,270,966 | 3,907,407 | |
Installations | |||||
Revenue by Producks and Services [Line Items] | |||||
Services | $ 1,195,804 | $ 1,003,219 | $ 1,816,849 | $ 1,696,412 |
Loss per common share - Schedul
Loss per common share - Schedule of Loss Per Common Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |||||
Net loss attributable to stockholders | $ (415,539) | $ (362,839) | $ (362,839) | $ (1,308,707) | $ (980,303) |
Weighted average shares outstanding - Basic and diluted | 19,088,828 | 16,338,909 | 18,783,909 | 16,282,027 | |
Basic and diluted loss per share (usd per share) | $ (0.02) | $ (0.02) | $ (0.02) | $ (0.07) | $ (0.06) |
Stock Options | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities (shares) | 1,196,776 | 1,186,325 | 1,196,776 | 1,186,325 | |
Convertible Debenture | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities (shares) | 889,830 | 555,556 | 889,830 | 555,556 | |
Warrant | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities (shares) | 1,150,000 | 0 | 1,150,000 | 0 |
Demand note payable, converti25
Demand note payable, convertible debentures and line of credit agreement to related parties (Details) | Apr. 01, 2016USD ($)$ / sharesshares | Dec. 31, 2013 | Jun. 30, 2016USD ($) | Dec. 31, 2015shares | Mar. 31, 2016$ / shares | Jun. 15, 2015USD ($) | Dec. 23, 2013USD ($) |
Convertible debentures | Michaelson Capital Special Finance Fund LP. | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debentures, related party, current | $ 3,150,000 | $ 3,000,000 | |||||
Related party debt, stated interest rate | 4.00% | ||||||
Debt Instrument, Term | 3 years | ||||||
Debt Instrument, Convertible, Accrue Rate After Occurrence and During Continuance | 8.00% | ||||||
Debt Instrument, Convertible, Accrue Rate After Occurrence and During Continuance, Other Default | 2.00% | ||||||
Increase to related party convertible debenture | $ 150,000 | ||||||
Debt conversion, amount converted | $ 1,000 | ||||||
Conversion price in usd per share | $ / shares | $ 3.54 | $ 3.37 | |||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 20 days | ||||||
Debt Instrument, Convertible, If-converted Value in Excess of Principal | $ 150,000 | ||||||
Debt Instrument, Repurchase, Percentage of Principal and Interest | 120.00% | ||||||
Convertible debentures | Michaelson Capital Special Finance Fund LP. | Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Debt conversion, number of shares issued | shares | 282.49 | ||||||
Common stock issuable upon conversion (shares) | shares | 890,207 | ||||||
Convertible debentures | Management | |||||||
Debt Instrument [Line Items] | |||||||
Related party debt, stated interest rate | 6.00% | ||||||
Line of Credit | Chief Executive Officer (John N. Hatsopoulos) | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | ||||||
Line Of Credit Facility, Maximum Withdrawal Limit Per Financial Calendar Quarter | $ 250,000 |
Stockholders' Equity and Ilio26
Stockholders' Equity and Ilios subsidiary (Details) | Apr. 13, 2016 | May 03, 2016shares | Apr. 30, 2016 |
Class of Stock [Line Items] | |||
Conversion ratio of restricted Ilios shares to Company common shares | 7.86 | ||
Private Placement | Common Stock | |||
Class of Stock [Line Items] | |||
Shares issued in exchange for Ilios shares (shares) | 670,464 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Stock-based compensation - Stoc
Stock-based compensation - Stock-Based Compensation (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | $ 88,177 | $ 51,497 |
Tecogen | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (shares) | 87,701 | |
Tecogen | Amended Plan | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved for future issuance | 3,838,750 | |
Number of shares remaining available for future issuance | 1,676,957 | |
Tecogen | 2009 Plan | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (shares) | 82,701 | |
Ilois | 2009 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares remaining available for future issuance | 1,325,000 | |
Maximum number of shares allowable for issuance | 2,000,000 |
Stock-based compensation - St28
Stock-based compensation - Stock Option Activity (Details) - Tecogen - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Stock Options Outstanding [Roll Forward] | ||
Beginning (shares) | 1,268,200 | |
Granted (shares) | 87,701 | |
Exercised (shares) | (12,125) | |
Canceled and forfeited (shares) | (150,125) | |
Expired (shares) | 0 | |
Ending (shares) | 1,193,651 | 1,268,200 |
Exercisable (shares) | 941,826 | |
Vested and expected to vest (shares) | 1,193,651 | |
Exercise Price Per Share [Abstract] | ||
Exercise Price Per Share, Outstanding, Maximum (dollars per share) | $ 5.39 | |
Weighted Average Exercise Price [Roll Forward] | ||
Beginning (usd per share) | $ 3.06 | |
Granted (usd per share) | 2.56 | |
Exercised (usd per share) | 1.56 | |
Canceled and forfeited (usd per share) | 3.39 | |
Expired (usd per share) | 0 | |
Ending (usd per share) | 3 | $ 3.06 |
Exercisable (usd per share) | 2.54 | |
Vested and expected to vest (usd per share) | $ 3 | |
Weighted Average Remaining Life | 5 years 2 months 8 days | 6 years 5 days |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Outstanding, Aggregate Intrinsic Value | $ 2,517,999 | $ 985,578 |
Exercisable, Aggregate Intrinsic Value | 2,412,166 | |
Vested and expected to vest, Aggregate Intrinsic Value | $ 2,517,999 | |
Minimum | ||
Exercise Price Per Share [Abstract] | ||
Exercise Price Per Share, Outstanding, Minimum (per share) | $ 0.79 | $ 1.20 |
Exercise Price Per Share, Granted (dollars per share) | 0.79 | |
Exercise Price Per Share, Exercised (dollars per share) | 1.20 | |
Exercise Price Per Share, Cancelled and Forfeited (dollars per share) | 3.39 | |
Maximum | ||
Exercise Price Per Share [Abstract] | ||
Exercise Price Per Share, Granted (dollars per share) | 3.93 | |
Exercise Price Per Share, Exercised (dollars per share) | 2.60 | |
Exercise Price Per Share, Cancelled and Forfeited (dollars per share) | 4.50 | |
Exercise Price Per Share, Outstanding, Maximum (dollars per share) | $ 5.39 |
Related party transactions (Det
Related party transactions (Details) | 6 Months Ended |
Jun. 30, 2016company | |
Related Party Transactions [Abstract] | |
Number of affiliated companies | 2 |
Intangible assets other than 30
Intangible assets other than goodwill (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 24,480 | $ 28,136 | $ 48,770 | $ 51,419 |
Intangible assets other than 31
Intangible assets other than goodwill -Amounts related to intangible assets (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 1,414,277 | $ 1,363,306 |
Less - accumulated amortization | (367,465) | (318,695) |
Intangible assets, net | 1,046,812 | 1,044,611 |
Product Certifications | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 514,616 | 514,616 |
Less - accumulated amortization | (208,433) | (182,931) |
Intangible assets, net | 306,183 | 331,685 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 650,311 | 603,915 |
Less - accumulated amortization | (107,032) | (91,764) |
Intangible assets, net | 543,279 | 512,151 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 240,000 | 240,000 |
Less - accumulated amortization | (52,000) | (44,000) |
Intangible assets, net | 188,000 | 196,000 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 9,350 | 4,775 |
Intangible assets, net | $ 9,350 | $ 4,775 |
Joint Venture (Details)
Joint Venture (Details) - USD ($) | Aug. 02, 2016 | May 19, 2016 | Dec. 28, 2015 |
Ultra Emissions Technology Ltd. | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest in joint venture (percent) | 50.00% | ||
Ultra Emissions Technology Ltd. | Offshore Investors | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment by other party to joint venture | $ 3,000,000 | ||
Ultra Emissions Technology Ltd. | Subsequent Event | |||
Schedule of Equity Method Investments [Line Items] | |||
Warrants exercised for investment in joint venture | $ 2,000,000 | ||
TTcogen, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest in joint venture (percent) | 50.00% | ||
Co-venturer | TTcogen, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest in joint venture (percent) | 50.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) | Aug. 02, 2016 | Jul. 31, 2016 |
Subsequent Event [Line Items] | ||
Warrant exercise price (per share) | $ 4 | |
Proceeds from warrant exercises | $ 2,700,000 | |
Warrant | ||
Subsequent Event [Line Items] | ||
Warrants exercised (shares) | 650,000 | |
Ultra Emissions Technology Ltd. | ||
Subsequent Event [Line Items] | ||
Warrants exercised for investment in joint venture | $ 2,000,000 | |
Ultra Emissions Technology Ltd. | Warrant | ||
Subsequent Event [Line Items] | ||
Warrants exercised (shares) | 2,000,000 | |
Warrant exercise price (per share) | $ 1 |
Uncategorized Items - tgen-2016
Label | Element | Value |
Proceeds from (Repayments of) Related Party Debt | us-gaap_ProceedsFromRepaymentsOfRelatedPartyDebt | $ 0 |