Document and Entity Information
Document and Entity Information Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
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 | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 20,043,052 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 2,148,753 | $ 3,721,765 |
Accounts receivable, net | 9,102,078 | 8,630,418 |
Unbilled revenue | 2,347,055 | 2,269,645 |
Inventory, net | 6,075,277 | 4,774,264 |
Due from related party | 336,693 | 260,988 |
Prepaid and other current assets | 601,437 | 401,876 |
Total current assets | 20,611,293 | 20,058,956 |
Property, plant and equipment, net | 548,111 | 517,143 |
Intangible assets, net | 1,094,747 | 1,065,967 |
Goodwill | 40,870 | 40,870 |
Other assets | 2,128,300 | 2,058,425 |
TOTAL ASSETS | 24,423,321 | 23,741,361 |
Current liabilities: | ||
Accounts payable | 4,011,804 | 3,367,481 |
Accrued expenses | 1,153,864 | 1,378,258 |
Deferred revenue | 907,445 | 876,765 |
Total current liabilities | 6,073,113 | 5,622,504 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 489,959 | 459,275 |
Senior convertible promissory note, related party | 3,148,712 | 3,148,509 |
Total liabilities | 9,711,784 | 9,230,288 |
Commitments and contingencies | ||
Tecogen Inc. shareholders’ equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 20,043,052 and 19,981,912 issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 20,043 | 19,982 |
Additional paid-in capital | 37,490,389 | 37,334,773 |
Accumulated deficit | (22,798,895) | (22,843,682) |
Total stockholders’ equity | 14,711,537 | 14,511,073 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 24,423,321 | $ 23,741,361 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 20,043,052 | 19,981,912 |
Common stock, shares outstanding | 20,043,052 | 19,981,912 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Products | $ 2,807,347 | $ 2,266,148 |
Services | 4,039,420 | 2,809,367 |
Total revenues | 6,846,767 | 5,075,515 |
Cost of sales | ||
Products | 1,756,849 | 1,552,716 |
Services | 2,175,245 | 1,803,455 |
Total cost of sales | 3,932,094 | 3,356,171 |
Gross profit | 2,914,673 | 1,719,344 |
Operating expenses | ||
General and administrative | 2,208,905 | 1,892,220 |
Selling | 447,452 | 515,032 |
Research and development | 180,614 | 218,958 |
Total operating expenses | 2,836,971 | 2,626,210 |
Income (loss) from operations | 77,702 | (906,866) |
Other income (expense) | ||
Interest and other income (expense) | (1,213) | 2,891 |
Interest expense | (31,702) | (42,381) |
Total other expense, net | (32,915) | (39,490) |
Income (loss) before income taxes | 44,787 | (946,356) |
Consolidated net income (loss) | 44,787 | (946,356) |
Less: Loss attributable to the noncontrolling interest | 0 | 53,188 |
Net income (loss) attributable to Tecogen Inc. | $ 44,787 | $ (893,168) |
Net income (loss) per share - basic (in USD per share) | $ 0 | $ (0.05) |
Net income (loss) per share - diluted (in USD per share) | $ 0 | $ (0.05) |
Weighted average shares outstanding - basic (shares) | 20,037,795 | 18,478,990 |
Weighted average shares outstanding - diluted (shares) | 20,317,142 | 18,478,990 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net income (loss) | $ 44,787 | $ (946,356) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 64,281 | 65,456 |
Recovery of inventory reserve | (36,000) | 14,000 |
Stock-based compensation | 48,842 | 27,243 |
Non-cash interest expense | 203 | 12,382 |
Loss on sale of assets | 2,909 | 640 |
Provision for losses on accounts receivable | 0 | (6,154) |
Changes in operating assets and liabilities | ||
Short term investments | 0 | (73) |
Accounts receivable | (471,660) | (595,293) |
Unbilled revenue | (77,410) | 213,121 |
Inventory, net | (1,265,013) | 367,511 |
Due from related party | (75,705) | 582,662 |
Prepaid expenses and other current assets | (199,561) | (1,786) |
Other non-current assets | (69,875) | 0 |
Increase (decrease) in: | ||
Accounts payable | 644,323 | (934,598) |
Accrued expenses | (224,394) | 13,109 |
Deferred revenue | 61,364 | 37,021 |
Net cash used in operating activities | (1,552,909) | (1,151,115) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (73,330) | (47,371) |
Purchases of intangible assets | (53,608) | (27,959) |
Net cash used in investing activities | (126,938) | (75,330) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of stock issuance costs | 0 | (6,150) |
Proceeds from the exercise of stock options | 106,835 | 0 |
Net cash provided by financing activities | 106,835 | (6,150) |
Net increase (decrease) in cash and cash equivalents | (1,573,012) | (1,232,595) |
Cash and cash equivalents, beginning of the period | 3,721,765 | 5,486,526 |
Cash and cash equivalents, end of the period | 2,148,753 | 4,253,931 |
Non-cash investing and financing activities: | ||
Cash paid for interest | $ 31,150 | $ 29,999 |
Description of business and sum
Description of business and summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 in conjunction with our 2016 Annual Report on Form 10-K, or our Annual Report, filed with the Securities and Exchange Commission, or SEC, on March 23, 2017 . 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 March 31, 2017 , and of operations and cash flows for the interim periods ended March 31, 2017 and 2016 . The results of operations for the interim period ended March 31, 2017 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. 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 period ended March 31, 2017 , revenues of $1,140,699 were recorded as bill and hold transactions. For the same period in 2016 , $140,600 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 design, 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 March 31, 2017 and 2016 , a loss of approximately $35,000 and $155,200 , respectively 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 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 period. Bad debts are written off against the allowance when identified. At March 31, 2017 and December 31, 2016 , the allowance for doubtful accounts was approximately $30,000 . 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 March 31, 2017 and December 31, 2016 , inventory reserves were $230,000 and $266,000 , 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 months ended March 31, 2017 and 2016 , depreciation expense was $39,453 and $41,166 . 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 three months of 2017 , 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 March 31, 2017 and 2016 : Three months ended March 31, 2017 2016 Products Cogeneration $ 2,296,637 $ 1,417,972 Chiller & Heat Pump 510,710 848,176 Total Product Revenue 2,807,347 2,266,148 Services Service contracts 2,361,582 2,188,322 Installations 1,677,838 621,045 Total Service Revenue 4,039,420 2,809,367 Total Revenue $ 6,846,767 $ 5,075,515 |
Income (Loss) per common share
Income (Loss) per common share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Income (Loss) per common share | Income (Loss) per common share Basic and diluted income (loss) per share for the three months ended March 31, 2017 and 2016 , respectively, were as follows: Three months ended March 31, 2017 2016 Net income (loss) attributable to stockholders $ 44,787 $ (893,168 ) Weighted average shares outstanding - Basic 20,037,795 18,478,990 Basic income (loss) per share $0.00 $(0.05) Weighted average shares outstanding - Diluted 20,317,142 18,478,990 Diluted income (loss) per share $0.00 $(0.05) Anti-dilutive shares underlying stock options outstanding — 1,123,200 Anti-dilutive convertible debentures 889,830 890,207 Anti-dilutive warrants outstanding — — |
Demand note payable, convertibl
Demand note payable, convertible debentures and line of credit agreement to related parties | 3 Months Ended |
Mar. 31, 2017 | |
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 | 3 Months Ended |
Mar. 31, 2017 | |
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 | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 , 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 March 31, 2017 was 2,186,424 . Stock option activity for the three months ended March 31, 2017 was as follows: Common Stock Options Number of Options Exercise Share Weighted Price Weighted Life Aggregate Value Outstanding, December 31, 2016 1,117,918 $0.79-$5.39 $ 3.10 5.00 years $ 1,415,150 Granted 3,000 $3.72 3.72 Exercised (61,140 ) $0.79-$2.00 1.75 Canceled and forfeited — — — Expired — — — Outstanding, March 31, 2017 1,059,778 $0.79-$5.39 $ 3.18 5.12 years $ 1,000,757 Exercisable, March 31, 2017 783,153 $ 2.73 $ 993,591 Vested and expected to vest, March 31, 2017 1,018,284 $ 3.13 $ 999,682 Consolidated stock-based compensation expense for the three months ended March 31, 2017 and 2016 was $48,842 and $27,243 , respectively. No tax benefit was recognized related to the stock-based compensation recorded during the periods. |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2017 | |
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. Legal Proceedings Tecogen is not currently a party to any material litigation arising from its operations, and it is not aware of any pending or threatened litigation against it from its operations that could have a material adverse effect on its business, operating results or financial condition. However, it is a party to a claim in the Superior Court of the Commonwealth of Massachusetts and named as a defendant in a case in the United States District Court for the District of Massachusetts, described below, related to the Merger. Massachusetts Superior Court Action On or about February 6, 2017, ADGE, John Hatsopoulos, George N. Hatsopoulos, Charles T. Maxwell, Deanna M. Petersen, Christine Klaskin, John Rowe, Joan Giacinti, Elias Samaras, Tecogen, and Merger Sub were served with a Verified Complaint by William C. May ("May"), individually and on behalf of the other shareholders of ADGE as a class. The action was commenced in the Business Litigation Session of the Superior Court of the Commonwealth of Massachusetts, Civil Action No. 17-0390. The complaint alleges the proposed Merger is subject to certain conflicts of interest; that ADGE’s board failed to protect its shareholders by failing to conduct an auction or market check; that the Exchange Ratio undervalues ADGE’s outstanding shares; that ADGE’s directors breached their fiduciary duties in approving the Merger proposal; that the registration statement on Form S-4 contained material omissions; that Tecogen aided and abetted ADGE’s board’s breaches of its fiduciary duties; and other claims. The plaintiff is seeking preliminary and permanent injunctions related to the Merger, rescissory damages, compensatory damages, accounting, and other relief. United States District Court Action On or about February 15, 2017, a lawsuit was filed in the United States District Court for the District of Massachusetts by Lee Vardakas (“Vardakas”), individually and on behalf of other stockholders of ADGE, naming ADGE, John N. Hatsopoulos, George N. Hatsopoulos, Benjamin Locke, Charles T. Maxwell, Deanne M. Petersen, Christine M. Klaskin, John Rowe, Joan Giacinti, Elias Samaras, Tecogen Inc., Tecogen.ADGE Acquisition Corp., and Cassel Salpeter and Co., LLC, as defendants. In the complaint related to the matter, Vardakas claims: that the defendants violated Section 14(a)(1) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and Rule 14a-9 thereunder, in that the Form S-4 registration statement, as amended, filed by Tecogen contained certain material misstatements or omissions related to the valuation analysis in support of the fairness opinion, certain financial projections, and information related to certain conflicts of interest; that the directors and officers of ADGE have control person liability for the alleged material misstatements and omissions pursuant to Section 20(a) of the Exchange Act; that the directors of ADGE breached their fiduciary duties to ADGE’s stockholders related to the merger transactions, including that they failed to take steps to obtain the highest possible consideration for ADGE stockholders in the transaction; that Mr. John Hatsopoulos and Mr. George Hatsopoulos, acting in concert and as a group, as controlling stockholders of ADGE, violated their fiduciary duties to the stockholders of ADGE; and that Mr. George Hatsopoulos, Tecogen.ADGE Acquisition Corp., Cassel Salpeter aided and abetted breaches of fiduciary duties by the directors and officers of ADGE. Vardakas is seeking a preliminary injunction, damages, costs and disbursements, including reasonable attorneys’ fees, and such other relief as the court deems just and proper. As of the date of this report, none of the persons named as defendants in this action have been served with the complaint in the matter. At this time the Company believes these cases are not material to its financial statements. |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions and Joint Ventures The Company has three affiliated companies, namely American DG Energy Inc., or American DG Energy, Ultra Emissions Technologies Ltd, and TTcogen LLC. These companies are related because either several of the major stockholders of those companies, have a significant ownership position in the Company or they joint ventures between Tecogen and other parties. Neither American DG Energy own any shares of the Company, nor does the Company own any shares of American DG Energy. 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. In January of 2017, Tecogen purchased a large quantity of used equipment from American DG Energy for approximately $985,000. Tecogen plans to sell this equipment to specific customers in the coming quarters. 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 Limited, 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. On August 2, 2016, Tecogen exercised 2,000,000 warrants (the "Ultratek Warrants"), in 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 675,000 Tecogen Warrants with a $4.00 exercise price, resulting in cash proceeds of $2,700,000 to the Company, which the Company then used some of the proceeds to invest in the JV. An additional $6,500,000 was raised from other outside investors for a total equity investment to date of $13,500,000 . Due to this additional capital raise, Tecogen's ownership has decreased to 43% . The Company is accounting for its interest in the JV using the equity method. Income and losses will be recorded consistent with an agreement between the JV shareholders as to how income and losses will be allocated. These allocations are consistent with the allocation of cash distributions and liquidating distributions of the JV. The shareholder agreement calls for Tecogen's investment to be returned before any other shareholder if the venture does not achieve commercialization. As a result, as of March 31, 2017, Tecogen has not recorded any of the income or losses of the JV. 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 maintain 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. |
Intangible assets other than go
Intangible assets other than goodwill | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets other than goodwill | Intangible assets other than goodwill As of December 31, 2016 and March 31, 2017 the Company has the following amounts related to intangible assets: Product Certifications Patents Developed Technology Trademarks Total Balance at December 31, 2016 Intangible assets $ 544,651 $ 681,155 $ 240,000 $ 17,165 $ 1,482,971 Less - accumulated amortization (233,992 ) (123,012 ) (60,000 ) — (417,004 ) $ 310,659 $ 558,143 $ 180,000 $ 17,165 $ 1,065,967 Balance at March 31, 2017 Intangible assets $ 582,166 $ 696,498 240,000 $ 17,915 $ 1,536,579 Less - accumulated amortization (246,830 ) (131,002 ) (64,000 ) — (441,832 ) $ 335,336 $ 565,496 $ 176,000 $ 17,915 $ 1,094,747 The aggregate amortization expense of the Company's intangible assets for the three months ended March 31, 2017 and 2016 was $24,828 and $24,290 , respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On November 1, 2016, the Company entered into an agreement and plan of merger, dated as of November 1, 2016 with American DG Energy (NYSE MKT: ADGE) ("American DG"), and Tecogen.ADGE Acquisition Corp Inc., a Delaware corporation and a wholly-owned subsidiary of Tecogen ("Merger Subsidiary"). Under the terms of the Merger Agreement, Merger Subsidiary will merge with and into American DG, with American DG becoming a wholly-owned subsidiary of Tecogen and the surviving corporation of the transaction (the "Merger"). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986. Subject to the terms and conditions of the Merger Agreement and shareholder approval, at the closing of the Merger, each outstanding share of American DG common stock will be converted into the right to receive approximately 0.092 shares of common stock of Tecogen ("the Exchange Ratio"). Consummation of the Merger is subject to customary closing conditions, including, among other things, approval by the stockholders of Tecogen and American DG. The Merger Agreement does not contain any termination, prohibitions on termination, no-shop clause, or reimbursements of Merger related expenses. As part of the Merger Agreement, American DG and Tecogen have made customary mutual representations and warranties. The Company filed a registration statement on Form S-4, which contains a proxy statement of the Company and a prospectus of the Company (the “Registration Statement”), with the Securities and Exchange Commission (the “SEC”). On April 12, 2017, the Registration Statement was declared effective by the SEC, and the Company announced that a special meeting of the Company’s stockholders (the “Special Meeting”) is scheduled to be held on May 18, 2017, at 11 a.m., Eastern Time, at the Company’s principal executive offices at 45 First Avenue, Waltham, Massachusetts 02451, to consider and vote on (1) a proposal to approve the issuance of the shares of common stock, par value $.001 per share, of the Company pursuant to the Agreement and Plan of Merger, dated as of November 1, 2016, as subsequently amended (the “Merger Agreement”), among the Company, Tecogen.ADGE Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and American DG Energy Inc. (“ADGE”), pursuant to which Merger Sub will merge with and into ADGE, with ADGE as the surviving entity such that ADGE will become a wholly-owned subsidiary of the Company (the “Merger”), and (2) a proposal to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies. Stockholders of record of the Company at the close of business on April 24, 2017, will be entitled to vote by proxy or in person at the Special Meeting. The proxy statement is expected to be mailed to stockholders of record on or about May 4, 2017. Completion of the Merger is subject to certain conditions, including approval by the Company’s stockholders and other customary closing conditions. |
Description of business and s15
Description of business and summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 in conjunction with our 2016 Annual Report on Form 10-K, or our Annual Report, filed with the Securities and Exchange Commission, or SEC, on March 23, 2017 . 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 March 31, 2017 , and of operations and cash flows for the interim periods ended March 31, 2017 and 2016 . The results of operations for the interim period ended March 31, 2017 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. 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 period ended March 31, 2017 , revenues of $1,140,699 were recorded as bill and hold transactions. For the same period in 2016 , $140,600 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 design, 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 March 31, 2017 and 2016 , a loss of approximately $35,000 and $155,200 , respectively 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 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 period. Bad debts are written off against the allowance when identified. At March 31, 2017 and December 31, 2016 , the allowance for doubtful accounts was approximately $30,000 . |
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 March 31, 2017 and December 31, 2016 , inventory reserves were $230,000 and $266,000 , 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 months ended March 31, 2017 and 2016 , depreciation expense was $39,453 and $41,166 . |
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 three months of 2017 , 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 s16
Description of business and summary of significant accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and 2016 : Three months ended March 31, 2017 2016 Products Cogeneration $ 2,296,637 $ 1,417,972 Chiller & Heat Pump 510,710 848,176 Total Product Revenue 2,807,347 2,266,148 Services Service contracts 2,361,582 2,188,322 Installations 1,677,838 621,045 Total Service Revenue 4,039,420 2,809,367 Total Revenue $ 6,846,767 $ 5,075,515 |
Income (Loss) per common share
Income (Loss) per common share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Income (Loss) Per Common Share, Basic and Diluted | Basic and diluted income (loss) per share for the three months ended March 31, 2017 and 2016 , respectively, were as follows: Three months ended March 31, 2017 2016 Net income (loss) attributable to stockholders $ 44,787 $ (893,168 ) Weighted average shares outstanding - Basic 20,037,795 18,478,990 Basic income (loss) per share $0.00 $(0.05) Weighted average shares outstanding - Diluted 20,317,142 18,478,990 Diluted income (loss) per share $0.00 $(0.05) Anti-dilutive shares underlying stock options outstanding — 1,123,200 Anti-dilutive convertible debentures 889,830 890,207 Anti-dilutive warrants outstanding — — |
Stock-based compensation (Table
Stock-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tecogen | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock Option Activity | Stock option activity for the three months ended March 31, 2017 was as follows: Common Stock Options Number of Options Exercise Share Weighted Price Weighted Life Aggregate Value Outstanding, December 31, 2016 1,117,918 $0.79-$5.39 $ 3.10 5.00 years $ 1,415,150 Granted 3,000 $3.72 3.72 Exercised (61,140 ) $0.79-$2.00 1.75 Canceled and forfeited — — — Expired — — — Outstanding, March 31, 2017 1,059,778 $0.79-$5.39 $ 3.18 5.12 years $ 1,000,757 Exercisable, March 31, 2017 783,153 $ 2.73 $ 993,591 Vested and expected to vest, March 31, 2017 1,018,284 $ 3.13 $ 999,682 |
Intangible assets other than 19
Intangible assets other than goodwill (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | As of December 31, 2016 and March 31, 2017 the Company has the following amounts related to intangible assets: Product Certifications Patents Developed Technology Trademarks Total Balance at December 31, 2016 Intangible assets $ 544,651 $ 681,155 $ 240,000 $ 17,165 $ 1,482,971 Less - accumulated amortization (233,992 ) (123,012 ) (60,000 ) — (417,004 ) $ 310,659 $ 558,143 $ 180,000 $ 17,165 $ 1,065,967 Balance at March 31, 2017 Intangible assets $ 582,166 $ 696,498 240,000 $ 17,915 $ 1,536,579 Less - accumulated amortization (246,830 ) (131,002 ) (64,000 ) — (441,832 ) $ 335,336 $ 565,496 $ 176,000 $ 17,915 $ 1,094,747 |
Description of business and s20
Description of business and summary of significant accounting policies - Additional Information (Details) | 3 Months Ended | ||||
Mar. 31, 2017USD ($)segment | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||||
Number of Operating Segments | segment | 1 | ||||
Revenues, Bill And Hold | $ 1,140,699 | $ 140,600 | |||
Loss on Contracts | 35,285.10 | $ 155,200 | |||
Allowance for Doubtful Accounts Receivable, Current | $ 30,000 | $ 30,000 | |||
Inventory Valuation Reserves | $ 230,000 | $ 266,000 |
Description of business and s21
Description of business and summary of significant accounting policies - Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 39,453 | $ 41,166 |
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 s22
Description of business and summary of significant accounting policies - Revenue by Product Line and Services (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue by Producks and Services [Line Items] | ||
Products | $ 2,807,347 | $ 2,266,148 |
Services | 4,039,420 | 2,809,367 |
Total revenues | 6,846,767 | 5,075,515 |
Cogeneration | ||
Revenue by Producks and Services [Line Items] | ||
Products | 2,296,637 | 1,417,972 |
Chiller & Heat Pump | ||
Revenue by Producks and Services [Line Items] | ||
Products | 510,710 | 848,176 |
Service Contracts | ||
Revenue by Producks and Services [Line Items] | ||
Services | 2,361,582 | 2,188,322 |
Installations | ||
Revenue by Producks and Services [Line Items] | ||
Services | $ 1,677,838 | $ 621,045 |
Income (Loss) per common shar23
Income (Loss) per common share - Schedule of Income (Loss) Per Common Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net income (loss) attributable to stockholders | $ 44,787 | $ (893,168) |
Weighted average shares outstanding - basic (shares) | 20,037,795 | 18,478,990 |
Basic and diluted loss per share (usd per share) | $ 0 | $ (0.05) |
Weighted average shares outstanding - diluted (shares) | 20,317,142 | 18,478,990 |
Net income (loss) per share - diluted (in USD per share) | $ 0 | $ (0.05) |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (shares) | 0 | 1,123,200 |
Convertible Debenture | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (shares) | 889,830 | 890,207 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (shares) | 0 | 0 |
Demand note payable, converti24
Demand note payable, convertible debentures and line of credit agreement to related parties (Details) | Apr. 01, 2016USD ($)shares$ / shares | Mar. 31, 2017USD ($) | Dec. 31, 2013 | Dec. 31, 2015shares | Mar. 31, 2016$ / 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 | 889,830 | 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 Ilio25
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 ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | $ 48,842 | $ 27,243 |
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 | 2,186,424 |
Stock-based compensation - St27
Stock-based compensation - Stock Option Activity (Details) - Tecogen - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Stock Options Outstanding [Roll Forward] | ||
Beginning (shares) | 1,117,918 | |
Granted (shares) | 3,000 | |
Exercised (shares) | (61,140) | |
Canceled and forfeited (shares) | 0 | |
Expired (shares) | 0 | |
Ending (shares) | 1,059,778 | 1,117,918 |
Exercisable (shares) | 783,153 | |
Vested and expected to vest (shares) | 1,018,284 | |
Exercise Price Per Share [Abstract] | ||
Exercise Price Per Share, Granted (dollars per share) | $ 3.72 | |
Exercise Price Per Share, Outstanding, Maximum (dollars per share) | $ 5.39 | |
Weighted Average Exercise Price [Roll Forward] | ||
Beginning (usd per share) | 3.10 | |
Granted (usd per share) | 3.72 | |
Exercised (usd per share) | 1.75 | |
Canceled and forfeited (usd per share) | 0 | |
Expired (usd per share) | 0 | |
Ending (usd per share) | 3.18 | $ 3.10 |
Exercisable (usd per share) | 2.73 | |
Vested and expected to vest (usd per share) | $ 3.13 | |
Weighted Average Remaining Life | 5 years 1 month 12 days | 5 years |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Outstanding, Aggregate Intrinsic Value | $ 1,000,757 | $ 1,415,150 |
Exercisable, Aggregate Intrinsic Value | 993,591 | |
Vested and expected to vest, Aggregate Intrinsic Value | $ 999,682 | |
Minimum | ||
Exercise Price Per Share [Abstract] | ||
Exercise Price Per Share, Outstanding, Minimum (per share) | $ 0.79 | $ 0.79 |
Exercise Price Per Share, Exercised (dollars per share) | 0.79 | |
Maximum | ||
Exercise Price Per Share [Abstract] | ||
Exercise Price Per Share, Exercised (dollars per share) | 2 | |
Exercise Price Per Share, Outstanding, Maximum (dollars per share) | $ 5.39 |
Related party transactions (Det
Related party transactions (Details) | Aug. 02, 2016USD ($)$ / sharesshares | Jul. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2017USD ($)company | May 19, 2016 | Dec. 28, 2015USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||
Number of affiliated companies | company | 3 | ||||
Equity interest in joint venture (percent) | 43.00% | ||||
Warrant exercise price (per share) | $ / shares | $ 4 | ||||
Proceeds from the exercise of warrants | $ 2,700,000 | ||||
Investments in joint venture | $ 13,500,000 | ||||
Ultra Emissions Technology Ltd. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity interest in joint venture (percent) | 50.00% | ||||
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% | ||||
Offshore Investors | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment by other party to joint venture | $ 3,000,000 | ||||
Tedom a.s. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity interest in joint venture (percent) | 50.00% | ||||
Warrant | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Warrants exercised (shares) | shares | 675,000 | ||||
Warrant | Ultra Emissions Technology Ltd. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Warrants exercised (shares) | shares | 2,000,000 | ||||
Warrant exercise price (per share) | $ / shares | $ 1 | ||||
Co-venturer | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investments in joint venture | $ 6,500,000 |
Intangible assets other than 29
Intangible assets other than goodwill (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 24,828 | $ 24,290 |
Intangible assets other than 30
Intangible assets other than goodwill -Amounts related to intangible assets (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 1,536,579 | $ 1,482,971 |
Less - accumulated amortization | (441,832) | (417,004) |
Intangible assets, net | 1,094,747 | 1,065,967 |
Product Certifications | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 582,166 | 544,651 |
Less - accumulated amortization | (246,830) | (233,992) |
Intangible assets, net | 335,336 | 310,659 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 696,498 | 681,155 |
Less - accumulated amortization | (131,002) | (123,012) |
Intangible assets, net | 565,496 | 558,143 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 240,000 | 240,000 |
Less - accumulated amortization | (64,000) | (60,000) |
Intangible assets, net | 176,000 | 180,000 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 17,915 | 17,165 |
Intangible assets, net | $ 17,915 | $ 17,165 |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 01, 2016 |
Common Stock | |
Subsequent Event [Line Items] | |
Conversion ratio of American DG shares to Tecogen shares | 0.092 |