Document and Entity Information
Document and Entity Information Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 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 | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 24,724,392 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 2,077,047 | $ 3,721,765 |
Accounts receivable, net | 11,094,287 | 8,630,418 |
Unbilled revenue | 3,063,089 | 2,269,645 |
Inventory, net | 6,118,835 | 4,774,264 |
Due from related party | 496,655 | 260,988 |
Prepaid and other current assets | 742,701 | 401,876 |
Total current assets | 23,592,614 | 20,058,956 |
Property, plant and equipment, net | 15,502,974 | 517,143 |
Intangible assets, net | 2,430,178 | 1,065,967 |
Excess of cost over fair value of net assets acquired | 12,602,409 | 0 |
Goodwill | 40,870 | 40,870 |
Other assets | 2,462,870 | 2,058,425 |
TOTAL ASSETS | 56,631,915 | 23,741,361 |
Current liabilities: | ||
Accounts payable | 5,356,449 | 3,367,481 |
Accrued expenses | 1,676,307 | 1,378,258 |
Deferred revenue | 1,477,124 | 876,765 |
Loan due to related party | 850,000 | 0 |
Interest payable, related party | 39,403 | 0 |
Total current liabilities | 9,399,283 | 5,622,504 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 386,494 | 459,275 |
Senior convertible promissory note, related party | 3,149,086 | 3,148,509 |
Unfavorable contract liability | 10,358,283 | 0 |
Total liabilities | 23,293,146 | 9,230,288 |
Commitments and contingencies | ||
Tecogen Inc. shareholders’ equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 24,724,392 and 19,981,912 issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 24,724 | 19,982 |
Additional paid-in capital | 56,081,026 | 37,334,773 |
Accumulated other comprehensive loss-investment securities | (184,998) | 0 |
Accumulated deficit | (23,065,226) | (22,843,682) |
Total Tecogen Inc. stockholders’ equity | 32,855,526 | 14,511,073 |
Noncontrolling interest | 483,243 | 0 |
Total stockholders’ equity | 33,338,769 | 14,511,073 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 56,631,915 | $ 23,741,361 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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 | 24,724,392 | 19,981,912 |
Common stock, shares outstanding | 24,724,392 | 19,981,912 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Products | $ 2,425,616 | $ 2,850,901 | $ 8,349,159 | $ 7,525,909 |
Services | 4,519,467 | 3,765,554 | 12,259,037 | 9,853,369 |
Energy production | 1,556,115 | 0 | 0 | |
Total revenues | 8,501,198 | 6,616,455 | 22,938,503 | 17,379,278 |
Cost of sales | ||||
Products | 1,538,515 | 1,715,462 | 5,261,245 | 5,035,230 |
Services | 2,981,454 | 2,126,175 | 7,464,193 | 5,746,992 |
Energy production | 723,198 | 0 | 1,053,741 | 0 |
Total cost of sales | 5,243,167 | 3,841,637 | 13,779,179 | 10,782,222 |
Gross profit | 3,258,031 | 2,774,818 | 9,159,324 | 6,597,056 |
Operating expenses | ||||
General and administrative | 2,427,352 | 2,003,838 | 7,042,500 | 5,898,230 |
Selling | 503,415 | 367,412 | 1,558,378 | 1,217,533 |
Research and development | 241,725 | 154,075 | 641,064 | 524,696 |
Total operating expenses | 3,172,492 | 2,525,325 | 9,241,942 | 7,640,459 |
Income from operations | 85,539 | 249,493 | (82,618) | (1,043,403) |
Other income (expense) | ||||
Interest and other income | 14,849 | 3,914 | 21,033 | 9,575 |
Interest expense | (45,242) | (45,539) | (115,026) | (131,973) |
Total other expense, net | (30,393) | (41,625) | (93,993) | (122,398) |
Consolidated net income | 55,146 | 207,868 | (176,611) | (1,165,801) |
Income attributable to the noncontrolling interest | (27,935) | 0 | (44,933) | 64,962 |
Net income attributable to Tecogen Inc. | 27,211 | 207,868 | (221,544) | (1,100,839) |
Other comprehensive income - unrealized gain on securities | 39,361 | 0 | (184,998) | 0 |
Comprehensive income | $ 66,572 | $ 207,868 | $ (406,542) | $ (1,100,839) |
Net income per share - basic (in USD per share) | $ 0 | $ 0.01 | $ (0.01) | $ (0.06) |
Net income per share - diluted (in USD per share) | $ 0 | $ 0.01 | $ (0.01) | $ (0.06) |
Weighted average shares outstanding - basic (shares) | 24,720,613 | 19,640,812 | 22,643,406 | 19,071,497 |
Weighted average shares outstanding - diluted (shares) | 24,930,624 | 20,229,120 | 22,643,406 | 19,071,497 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net income | $ (176,611) | $ (1,165,801) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization, net | 402,939 | 198,766 |
Provision (recovery) of inventory reserve | 43,609 | (90,000) |
Stock-based compensation | 138,329 | 117,065 |
Non-cash interest expense | 577 | 37,923 |
Loss on sale of assets | 2,909 | 640 |
Provision (recovery) for losses on accounts receivable | 8,000 | (6,000) |
Changes in operating assets and liabilities, net of effects of acquisitions | ||
Short term investments | 0 | 294,802 |
Accounts receivable | (1,908,655) | (2,664,462) |
Unbilled revenue | (776,365) | (1,024,276) |
Inventory, net | (1,279,847) | 714,896 |
Due from related party | (236,971) | 744,266 |
Prepaid expenses and other current assets | (18,673) | (100,398) |
Other non-current assets | (32,251) | 0 |
Increase (decrease) in: | ||
Accounts payable | 1,641,206 | (279,196) |
Accrued expenses and other current liabilities | (233,824) | 122,809 |
Deferred revenue | 407,379 | 184,103 |
Interest payable, related party | 21,378 | 0 |
Net cash used in operating activities | (1,996,871) | (2,914,863) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (315,205) | (130,499) |
Purchases of intangible assets | (34,551) | (71,223) |
Cash acquired in acquisition | 971,454 | 0 |
Payments to Acquire Long-term Investments | 0 | (2,000,000) |
Payment of stock issuance costs | (367,101) | 0 |
Payments to Noncontrolling Interests | (31,362) | 0 |
Net cash provided by (used in) investing activities | 223,235 | (2,201,722) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from demand notes payable, related party | 0 | 150,000 |
Payment of stock issuance costs | 0 | (28,548) |
Proceeds from debt issuance costs | 0 | (2,034) |
Proceeds from the exercise of stock options | 128,918 | 312,698 |
Proceeds from exercise of warrants | 0 | 2,700,000 |
Net cash provided by financing activities | 128,918 | 3,132,116 |
Net decrease in cash and cash equivalents | (1,644,718) | (1,984,469) |
Cash and cash equivalents, beginning of the period | 3,721,765 | 5,486,526 |
Cash and cash equivalents, end of the period | 2,077,047 | 3,502,057 |
Non-cash investing and financing activities: | ||
Cash paid for interest | 95,550 | 94,049 |
Exchange of stock for non-controlling interest in Ilios | 0 | 330,852 |
Issuance of stock to acquire American DG Energy | 18,745,007 | 0 |
Issuance of Tecogen stock options in exchange for American DG Energy options | $ 114,896 | $ 0 |
Description of business and bas
Description of business and basis of presentation | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Description of business and basis of presentation | Description of Business and Basis of Presentation Description of business Tecogen Inc., or the Company, we, our or us 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 Company also installs, owns, operates and maintains complete energy systems and other complementary systems at customer sites and sells electricity, hot water, heat and cooling energy under long-term contracts at prices guaranteed to the customer to be below conventional utility rates. 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 NASDAQ under the ticker symbol TGEN. On May 18, 2017, the Company acquired 100% of the outstanding common stock of American DG Energy Inc., formerly a related entity, in a stock-for-stock merger (see Note 3. "Acquisition of American DG Energy Inc."). Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in Tecogen Inc.'s Annual Report on Form 10-K and American DG Energy Inc.'s Annual Report on Form 10-K for the year ended December 31, 2016. There have been no significant changes in accounting principles, practices or methods for making estimates. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and entities in which it has a controlling financial interest. Those entities include the Company's wholly-owned subsidiaries American DG Energy Inc. and Ilios Inc. and a joint venture, American DG New York, LLC, in which American DG Energy Inc. holds a 51.0% interest. Investments in partnerships and companies in which the Company does not have a controlling financial interest but where we have significant influence are accounted for under the equity method. Any intercompany transactions have been eliminated in consolidation. The Company’s operations are comprised of two business segments. Our Products and Services segment designs, manufactures and sells industrial and commercial cogeneration systems as described above. Our Energy Production segment sells energy in the form of electricity, heat, hot water and cooling to our customers under long-term sales agreements. Reclassification Certain prior period amounts have been reclassified to conform with current year presentation. 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. Income Taxes The provisions for income taxes in the accompanying unaudited consolidated statements of operations differ from that which would be expected by applying the federal statutory tax rate primarily due to losses for which no benefit is recognized. Significant New Accounting Standards or Updates Not Yet Effective Revenue Recognition In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update related to revenue from contracts with customers, which, along with amendments issued in 2015 and 2016, will supersede nearly all current U.S. GAAP guidance on this topic and eliminate industry-specific guidance. The underlying principle is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. This accounting standard update, as amended, will be effective for the Company beginning in the first quarter of fiscal 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption ("modified retrospective basis"). The Company expects to adopt this accounting standard update on a modified retrospective basis in the first quarter of fiscal 2018, and has engaged an outside expert to assist with the evaluation of the impact of this accounting standard update on its consolidated financial statements and its implementation. Leases In February 2016, the FASB issued an accounting standard update related to leases requiring lessees to recognize operating and financing lease liabilities on the balance sheet, as well as corresponding right-of-use assets. The new lease standard also makes some changes to lessor accounting and aligns key aspects of the lessor accounting model with the revenue recognition standard. In addition, disclosures will be required to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2019 on a modified retrospective basis, and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. |
Income (loss) per common share
Income (loss) per common share | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2017 and 2016 , respectively, were as follows: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Net income (loss) attributable to stockholders $ 27,211 $ 207,868 $ (221,544 ) $ (1,100,839 ) Weighted average shares outstanding - Basic 24,720,613 19,640,812 22,643,406 19,071,497 Basic income (loss) per share $ 0.00 $ 0.01 $ (0.01 ) $ (0.06 ) Weighted average shares outstanding - Diluted 24,930,624 20,229,120 22,643,406 19,071,497 Diluted income (loss) per share $0.00 $0.01 $ (0.01 ) $ (0.06 ) Anti-dilutive shares underlying stock options outstanding 235,736 1,130,158 Anti-dilutive convertible debentures 889,830 889,830 Anti-dilutive warrants outstanding 250,000 250,000 |
Acquisition of American DG Ener
Acquisition of American DG Energy, Inc. (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition of American DG Energy, Inc. | Acquisition of American DG Energy Inc. On May 18, 2017, we completed our acquisition, by means of a stock-for-stock merger, of 100% of the outstanding common shares of American DG Energy Inc. (“American DG Energy" or "ADGE”), a company which installs, owns, operates and maintains complete distributed generation of electricity systems, or DG systems or energy systems, and other complementary systems at customer sites and sells electricity, hot water, heat and cooling energy under long-term contracts at prices guaranteed to the customer to be below conventional utility rates, by means of a merger of one of our wholly owned subsidiaries with and into ADGE such that ADGE became a wholly owned subsidiary of Tecogen. We acquired ADGE to, among other reasons, expand our product offerings and benefit directly from the long-term contracted revenue streams generated by these installations. We gained control of ADGE on May 18, 2017 by issuing common stock to the prior stockholders of ADGE. We have included the financial results of ADGE in our condensed consolidated financial statements from the date of acquisition. For the three and nine months ended September 30, 2017 , ADGE contributed $1,556,115 and $2,330,307 to our total revenues and $832,917 and $1,276,566 to our gross profit, respectively. Acquisition related costs included in general and administrative expenses totaled $37,445 and $374,042 , respectively for the three and nine months ended September 30, 2017 . Stock issuance related costs totaling $367,101 were netted against additional paid in capital during the nine months ended September 30, 2017 . 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, at the closing of the merger, each outstanding share of ADGE common stock was converted into the right to receive approximately 0.092 shares of common stock of Tecogen (the "Exchange Ratio"). Also in connection with the merger, Tecogen, at the effective time of the merger, assumed the (a) outstanding stock options of ADGE and (b) outstanding warrants to purchase common stock of ADGE, each as adjusted pursuant to the Exchange Ratio and subject to the terms of the merger agreement. The fair value of the 4,662,937 shares of common stock issued as part of the consideration for the acquisition was determined based on the closing market price of Tecogen’s stock on the date of acquisition. Additionally, as there is no required service condition in the assumed equity-based awards, 100% of the estimated fair value of the replacement equity-based awards at the date of the merger is considered attributable to pre-combination service and accordingly is included in the consideration. The following table summarizes the consideration paid for ADGE and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date, as well as the fair value at the acquisition date of the noncontrolling interest in American DG New York, LLC, a consolidated subsidiary of ADGE. Consideration Tecogen common stock - 4,662,937 shares $ 18,745,007 Assumed fully vested equity awards 114,896 $ 18,859,903 Recognized amounts of identifiable assets acquired and liabilities assumed Financial assets $ 1,551,590 Inventory 108,333 Prepaid and other current assets 358,628 Property, plant and equipment 15,430,250 Investment securities 519,568 Identifiable intangibles assets 1,456,166 Financial liabilities (1,857,859 ) Unfavorable contract liability (10,838,571 ) Other liabilities (939 ) Total identifiable net assets 6,727,166 Noncontrolling interest in American DG New York, LLC (469,672 ) Excess of cost over fair value of net assets acquired 12,602,409 $ 18,859,903 Amounts recognized in respect of inventory, property, plant and equipment, identifiable intangible assets, unfavorable contract liability and noncontrolling interest are provisional, pending completion of the necessary valuations and analysis. Excess of cost over fair value of net assets acquired of $ 12.6 million arising from the acquisition is primarily attributable to the going concern element of ADGE’s business, including its assembled workforce and the long-term contractual nature of its business, as well as expected cost synergies from the merger related primarily to the elimination of administrative overhead and duplicative personnel. None of the excess purchase price over net assets acquired recognized is expected to be deductible for income tax purposes. Identified intangible assets and the unfavorable contract liability, both of which relate to existing customer contracts, and the estimated amortization are more fully described in Note 5, "Intangible Assets and Liabilities Other Than Goodwill and Excess of Cost Over Fair Value of Net Assets Acquired". The fair value of the noncontrolling interest in American DG New York, LLC, a consolidated subsidiary of ADGE, was estimated using the income approach. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a fair value measurement categorized within level 3 of the fair value hierarchy described in ASC Section 820-10-35. Key assumptions include a discount rate of 5.61% and the run out of existing contracts at current levels of profitability. Unaudited Pro Forma Financial Information The unaudited pro forma financial information in the table below summarizes the combined results of operations for Tecogen and ADGE as though the companies were combined as of the beginning of fiscal 2016. The pro forma financial information for all periods presented also includes the business combination accounting effects resulting from the acquisition including amortization charges and credits from acquired intangible assets and liabilities (certain of which are preliminary), and depreciation adjustments related to fair value as though the aforementioned companies were combined as of the beginning of fiscal 2016. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2016. Nine months ended September 30, 2017 2016 Total revenues $ 25,030,586 $ 21,240,102 Net income (loss) (998,323 ) (2,236,396 ) Basic earnings (loss) per share (0.04 ) (0.09 ) Diluted earnings (loss) per share (0.04 ) (0.09 ) One-time acquisition-related expenses related to the merger incurred during the three-month and nine -month periods ended September 30, 2017 are not included in the unaudited pro forma financial information as they are not expected to have a continuing impact on the consolidated results. The unaudited pro forma financial information does not include the revenues or results of operations of a subsidiary previously owned and consolidated by American DG Energy as that subsidiary was disposed of in 2016 prior to the acquisition by Tecogen and was considered to be a discontinued operation by American DG Energy. Additionally, the unaudited pro forma financial information does not include a gain recognized on deconsolidation of that same subsidiary by American DG Energy and an amount of interest cost related to American DG Energy's long-term debt which was extinguished contemporaneously with the disposition of the subsidiary. |
Property, Plant and Equipment (
Property, Plant and Equipment (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment at September 30, 2017 and December 31, 2016 consisted of the following: Estimated Useful September 30, 2017 December 31, 2016 Energy systems 1 - 15 years $ 12,823,745 $ — Machinery and equipment 5 - 7 years 1,127,264 1,009,893 Furniture and fixtures 5 years 103,971 141,874 Computer software 3 - 5 years 196,417 102,415 Leasehold improvements * 440,519 437,341 14,691,916 1,691,523 Less - accumulated depreciation and amortization (2,017,401 ) (1,174,380 ) 12,674,515 517,143 Construction in progress 2,828,459 — $ 15,502,974 $ 517,143 * Lesser of estimated useful life of asset or lease term Depreciation and amortization expense on property and equipment for the three and nine months ended September 30, 2017 and 2016 was $425,911 and $751,960 , and $42,084 and $125,255 , respectively. |
Intangible assets and liabiliti
Intangible assets and liabilities other than goodwill and excess of cost over fair value of net assets acquired | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets and liabilities other than goodwill and excess of cost over fair value of net assets acquired | Intangible Assets and Liabilities Other Than Goodwill and Excess of Cost Over Fair Value of Net Assets Acquired As of September 30, 2017 and December 31, 2016 the Company had the following amounts related to intangible assets and liabilities other than goodwill and excess of cost over fair value of net assets acquired: September 30, 2017 December 31, 2016 Intangible assets Cost Accumulated Amortization Total Cost Accumulated Amortization Total Product certifications $ 602,202 $ (272,503 ) $ 329,699 $ 544,651 $ (233,992 ) $ 310,659 Patents 656,105 (146,983 ) 509,122 681,155 (123,012 ) 558,143 Developed technology 240,000 (72,000 ) 168,000 240,000 (60,000 ) 180,000 Trademarks 19,215 — 19,215 17,165 — 17,165 Favorable contract asset 1,456,166 (52,024 ) 1,404,142 — — — $ 2,973,688 $ (543,510 ) $ 2,430,178 $ 1,482,971 $ (417,004 ) $ 1,065,967 Intangible liability Unfavorable contract liability $ 10,838,571 $ (480,288 ) $ 10,358,283 $ — $ — $ — The aggregate amortization expense related to intangible assets and liabilities exclusive of contract related intangibles for the nine months ended September 30, 2017 and 2016 was $ 74,482 and $73,511 , respectively. The net credit to cost of sales related to the amortization of contract related intangible assets and liabilities for the nine months ended September 30, 2017 and 2016 was $428,264 and $- 0 -, respectively. Contract Assets and Liabilities The favorable contract asset and unfavorable contract liability in the foregoing table represent the estimated fair value of American DG Energy's customer contracts (both positive for favorable contracts and negative for unfavorable contracts) which were acquired by the Company on May 18, 2017 (see Note 3. "Acquisition of American DG Energy Inc."). These contracts are long-term and provide customers with an alternative source of electrical power in addition to that provided by the local power utility, at rates that are lower than local utilities. This alternative electrical power is typically produced by ADGE owned, operated and maintained natural gas powered systems installed at the customers' sites, with ADGE bearing all costs of operation and maintenance. In addition to the alternative source of electrical power provided by ADGE’s systems, customers can opt to add and take advantage of the heat generated in the electrical production process in the form of hot water and/or space heating. Pricing to the customer for electrical power produced and supplied by ADGE under the contracts is under a fixed formula which requires the customer to pay for the kilowatts of electrical power provided at a fixed percentage discount to the local utility’s electric rate for that period. As a result, as utility rates for electrical power change, the amount ADGE is able to charge the customer under the contract also changes. There has been a sharp decrease in electric rates over the past several years, subsequent to the vast majority of customer contract dates, causing the billable value of the electrical power generated by ADGE’s systems to decrease, resulting in a deterioration of expected profitability. As of the date of acquisition, utility electric rates were significantly below the level anticipated at the time the fixed percentage discounts contained in the vast majority of ADGE’s customer contracts were contracted for, thus these contract terms, although they produce cash flow, were considered to be off market in the vast majority of ADGE’s customer contracts. Additionally, the demand and volume of kilowatts produced and billed for vary by contract and by period and in certain instances have been significantly below what was originally expected such that had it been known at the time the contract(s) were negotiated, it would have influenced ADGE’s determination of the level of the fixed percentage discount in those contracts. The determination of fair value requires development of an estimate of the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. Contracts are considered to be assets or liabilities by virtue of the rights and obligations inherent in the contract terms. Typically, contracts with terms considered to be at market are considered to have no fair value as in order to be entitled to the rights under the contract performance must occur for which a market rate of return is earned due to the at market terms. The fair value of a contract is primarily a measurement of its off market terms. The obligation to perform under a contract with terms that are unfavorable to market results in a liability to the extent its terms are off market. The resulting liability is an estimate of the price that would need to be paid to a willing market participant to assume the obligations under the contract in order for them to receive a market rate of return for their remaining performance obligation under the contract. The exact opposite holds true in instances where the terms of a contract are considered to be favorable to market. In that case an asset would exist as an estimate of the price that would be received from a willing market participant in order to be entitled to the rights under the contract. In determining the estimate of fair value of ADGE’s customer contracts, the measure of at market, and thus the baseline to measure the amount related to any of the off market terms or conditions with respect to the contracts, was considered best determined, given the nature of the services provided under the contracts, by utilizing a benchmark level of margin, in this case 35% of revenue which is consistent with the average return on revenue of US investor owned public utilities. It is believed that a market participant would have utilized a similar margin in arriving at a buy price for the contract(s). Amortization of intangibles including contract related amounts is calculated using the straight line method over the remaining useful life or contract term. Aggregate future amortization over the next five years is estimated to be as follows: Year 1 $ (993,749 ) Year 2 (911,514 ) Year 3 (847,307 ) Year 4 (858,084 ) Year 5 (840,273 ) |
Goodwill and Excess Cost over F
Goodwill and Excess Cost over Fair Value of Net Assets Acquired (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Excess of Cost over Fair Value of Net Assets Acquired | Goodwill and Excess of Cost Over Fair Value of Net Assets Acquired Changes in the carrying amount of goodwill and excess of cost over fair value of net assets acquired were as follows: Goodwill Excess of cost over fair value of net assets acquired Balance at December 31, 2016 $ 40,870 $ — Acquisitions — 12,602,409 Balance at September 30, 2017 $ 40,870 $ 12,602,409 Excess of cost over fair value of net assets acquired at September 30, 2017 has not as of yet been allocated to the respective segments pending completion of the necessary analysis. |
Stock-based compensation
Stock-based compensation | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stock-based compensation | Stock-Based Compensation Stock-Based Compensation 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 September 30, 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 September 30, 2017 was 2,250,536 . Stock option activity for the nine months ended September 30, 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 45,000 $3.22-$3.72 3.35 Assumed in merger 156,124 $3.15-$30.33 — 10.35 Exercised (79,543 ) $0.79-$2.00 1.62 Canceled and forfeited (106,112 ) $2.60-$30.33 9.67 Outstanding, September 30, 2017 1,133,387 $0.79-$25.11 $ 3.62 5.25 years $ 484,535 Exercisable, September 30, 2017 883,631 $ 3.42 $ 201,957 Vested and expected to vest, September 30, 2017 1,095,925 $ 3.59 $ 605,063 Consolidated stock-based compensation expense for the nine months ended September 30, 2017 and 2016 was $138,329 and $117,065 , respectively. No tax benefit was recognized related to the stock-based compensation recorded during the periods. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value topic of the FASB Accounting Standards Codification defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. The Company currently does not have any Level 1 financial assets or liabilities. Level 2 - Observable inputs other than quoted prices included in Level 1. Level 2 inputs include quoted prices for identical assets or liabilities in non-active markets, quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for substantially the full term of the asset or liability. Level 3 - Unobservable inputs reflecting management’s own assumptions about the input used in pricing the asset or liability. The following table presents the asset reported in the consolidated balance sheet measured at its fair value on a recurring basis as of September 30, 2017 by level within the fair value hierarchy. September 30, 2017 Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Total Level 1 Level 2 Level 3 Total gains (losses) Recurring fair value measurements Available-for-sale equity securities EuroSite Power Inc. $ 334,570 $ — $ — $ 334,570 $ (184,998 ) Total recurring fair value measurements $ 334,570 $ — $ — $ 334,570 $ (184,998 ) The Company utilizes a Level 3 category fair value measurement to value its investment in EuroSite Power as an available-for-sale security at period end. That measurement is determined by management based on the lowest closing sales price in a 15 day trading period prior to period end. The following table summarizes changes in level 3 assets which are comprised of available-for-sale securities for the period: Fair value at acquisition on May 18, 2017 $ 519,568 Unrealized loss recognized in other comprehensive loss (184,998 ) Fair value at September 30, 2017 $ 334,570 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and Contingencies The Company guarantees certain obligations of a former subsidiary of American DG Energy, EuroSite Power Inc. These guarantees include a payment performance guarantee in respect of collateralized equipment financing loans, with a remaining principal amount outstanding subject to the guarantee at September 30, 2017 of approximately $301,000 due ratably in equal installments through September 2021, and certain guarantees of performance in respect of certain customer contracts. Based on current conditions, the Company does not believe there to be any amounts probable of payment by the Company under any of the guarantees and has estimated the value associated with the non-contingent aspect of the guarantees is approximately $10,000 which is recorded as liability in the accompanying financial statements. 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 relating to its operations that could have a material adverse effect on its business, operating results or financial condition. However, it is or has been 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 alleged class action claims arising out of the proposed Merger. On May 31, 2017, May voluntarily dismissed the action and consolidated his claims with the pending federal action in the United States District Court for the District of Massachusetts. If the complaint in the federal court is dismissed, it is possible that May or another plaintiff will recommence an action in state court with similar claims to those asserted by May. 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., Merger Sub., and Cassel Salpeter and Co., LLC, as defendants. The action is captioned Vardakas v. American DG Energy, Inc. , Case No. 17-CV-10247(LTS). At the time Vardakas commenced the action, his complaint challenged the proposed Merger between Tecogen and ADGE. On May 18, 2017, ADGE’s and Tecogen’s shareholders approved the Merger. Following the consummation of the Merger (and the appointment of May, from the Massachusetts Superior Court Action, as lead plaintiff), Vardakas filed an Amended Class Action Complaint (the “Amended Complaint”). The Amended Complaint discontinued the claims against Cassel Salpeter & Co., LLC but asserted against the remaining defendants claims under Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 14a-9; claims against certain defendants for control person liability under § 20(a) of the Exchange Act (collectively, the “Federal Securities Law Claims”); and common law claims for breach of fiduciary duty and aiding and abetting (the “State Law Claims”). The Federal Securities Law Claims allege, in substance, that defendants made material nondisclosure in the proxy statement about the process leading to the Merger and about the fairness opinion relied upon by ADGE’s Board of Directors in recommending the Merger to shareholders. The State Law Claims assert, in substance, that defendants breached their fiduciary duties in negotiating and approving the Merger, which, plaintiff claims, deprived ADGE’s nonaffiliated shareholders of fair value for their shares. On July 19, 2017, defendants moved to dismiss the Amended Complaint. In their motion papers, defendants contend that the Federal Securities Law Claims are not sufficiently pleaded and fail to state a viable claim. Defendants also assert that if the Federal Securities Law Claims are dismissed, the district court must also dismiss the State Law Claims because it would lack subject matter jurisdiction. The parties are awaiting a decision from the court. The Company believes that the lawsuit is without merit and intends to defend vigorously. The Amended Complaint does not specify the amount of damages claimed and the likelihood of an unfavorable outcome is not reasonably estimable. |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related Party Transactions The Company has two affiliated companies, namely 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 are joint ventures between Tecogen and other parties. In January of 2017, prior to its acquisition of American DG Energy, the Company 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. In connection with the acquisition of American DG Energy, the Company assumed a loan from John N. Hatsopoulos, the Company's Co-Chief Executive Officer and a Company Director. The loan is in the amount of $850,000 and bears interest at 6% , payable quarterly, and matures and becomes due and payable on May 25, 2018. 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. 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 in part to invest in the JV. An additional $8,500,000 was raised from other outside investors for a total equity investment in the JV to date of $13,500,000 . Due to this investment, Tecogen's ownership has decreased to 43% . The JV is expected to have losses as it performs the necessary research and development with the Ultera technology. The Company accounts 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 September 30, 2017 , Tecogen has not recorded any of the losses of the JV as the cumulative losses of the JV have not exceeded the other owners' investments to date. As of September 30, 2017 , $94,777 is due to Tecogen from Ultratek. 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 manufacture ("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 Company accounts for its interest in TTcogen's operations using equity method accounting. Any initial operating losses of TTcogen are to be borne and funded by Tedom. To the extent any such losses are borne and funded solely by Tedom, the Company will not recognize any portion of such losses given the Company does not guarantee the obligations of the joint venture nor is it committed to provide funding to the joint venture. As of period ending September 30, 2017 , $391,618 is due to Tecogen from TTcogen. On September 22, 2017, the Company provided written notice to Tedom and Tedom USA Inc., a Delaware subsidiary of Tedom (“Tedom USA”) in exercise of its rights under the Join Venture Agreement dated May 19, 2016 ("JVA") and its corresponding LLC Operating Agreement ("LLC Operating Agreement"), of the immediate termination of the JVA and LLC Operating Agreement. This notice begins the dissolution process under the LLC Operating Agreement. The termination notice was the result of a material and incurable breach of certain provisions thereunder by Tedom and/or Tedom USA. The Company intends to work together with Tedom to come to an amicable decision to create a new path forward for TTcogen and the relationship between the Company and Tedom and/or facilitate an amicable wind up of TTcogen's affairs as provided for in the LLC Operating Agreement and in accordance with the terms therewith. |
Segments (Notes)
Segments (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segments | Segments As of September 30, 2017 , the Company was organized into two operating divisions through which senior management evaluates the Company’s business. These divisions, as described in more detail in Note 1, are organized around the products and services provided to customers and represent the Company’s reportable segments. Prior to the acquisition of ADGE (see Note 3. “Acquisition of American DG Energy Inc.”), the Company’s operations were comprised of a single segment.The following table presents information by reportable segment for the three months ended September 30, 2017 and 2016 and the nine months ended September 30, 2017 and 2016 : Products and Services Energy Production Corporate, other and elimination (1) Total Three months ended September 30, 2017 Revenue - external customers $ 6,945,083 $ 1,556,115 $ — $ 8,501,198 Intersegment revenue 250,525 — (250,525 ) — Total revenue 7,195,608 1,556,115 (250,525 ) 8,501,198 Gross profit 2,425,114 832,917 — 3,258,031 Identifiable assets 19,179,530 16,028,115 21,424,270 56,631,915 Three months ended September 30, 2016 Revenue - external customers $ 6,616,455 $ — $ — $ 6,616,455 Intersegment revenue — — — — Total revenue 6,616,455 — — 6,616,455 Gross profit 2,774,818 — — 2,774,818 Identifiable assets 15,112,139 — 8,078,531 23,190,670 Nine months ended September 30, 2017 Revenue - external customers $ 20,608,196 $ 2,330,307 $ — $ 22,938,503 Intersegment revenue 442,343 — (442,343 ) — Total revenue 21,050,539 2,330,307 (442,343 ) 22,938,503 Gross profit 7,882,758 1,276,566 — 9,159,324 Identifiable assets 19,179,530 16,028,115 21,424,270 56,631,915 Nine months ended September 30, 2016 Revenue - external customers $ 17,379,278 $ — $ — $ 17,379,278 Intersegment revenue — — — — Total revenue 17,379,278 — — 17,379,278 Gross profit 6,597,056 — — 6,597,056 Identifiable assets 15,112,139 — 8,078,531 23,190,670 (1) Corporate, intersegment revenue, other and elimination includes various corporate assets. Excess of cost over fair value of net assets acquired at September 30, 2017 has not as of yet been allocated to the respective segments pending completion of the necessary analysis. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events By unanimous written consent on October 24, 2017, the shareholders of Tecogen Inc.'s (the "Company") joint venture, Ultra Emissions Technologies S.ar.L, ("Ultratek"), voted to dissolve Ultratek, thus terminating the joint venture agreement dated December 28, 2015 and the license agreement between the Company and Ultratek, dated December 28, 2015. This joint venture agreement and license agreement is described in its entirety on the Company's Form 8-K that was filed with the Securities and Exchange Commission on December 31, 2015. Pursuant to the unanimous shareholder consent dissolving Ultratek, the Company will be receiving its full $2,000,000 investment into Ultratek back upon the completion of the liquidation process. Further, upon termination of the license agreement all intellectual property immediately reverts back to the Company. The Company has also agreed to purchase all of the assets of Ultratek upon dissolution, including new intellectual property that Ultratek developed, for a total purchase price of $400,000 . The Company has evaluated subsequent events through the date of this filing and determined that no additional subsequent events occurred that would require recognition in the consolidated financial statements or disclosure in the notes thereto. |
Description of business and b18
Description of business and basis of presentation (Policies) | 9 Months Ended |
Sep. 30, 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 generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in Tecogen Inc.'s Annual Report on Form 10-K and American DG Energy Inc.'s Annual Report on Form 10-K for the year ended December 31, 2016. There have been no significant changes in accounting principles, practices or methods for making estimates. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and entities in which it has a controlling financial interest. Those entities include the Company's wholly-owned subsidiaries American DG Energy Inc. and Ilios Inc. and a joint venture, American DG New York, LLC, in which American DG Energy Inc. holds a 51.0% interest. Investments in partnerships and companies in which the Company does not have a controlling financial interest but where we have significant influence are accounted for under the equity method. Any intercompany transactions have been eliminated in consolidation. The Company’s operations are comprised of two business segments. Our Products and Services segment designs, manufactures and sells industrial and commercial cogeneration systems as described above. Our Energy Production segment sells energy in the form of electricity, heat, hot water and cooling to our customers under long-term sales agreements. |
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 |
Income Taxes | Income Taxes The provisions for income taxes in the accompanying unaudited consolidated statements of operations differ from that which would be expected by applying the federal statutory tax rate primarily due to losses for which no benefit is recognized. |
Income (loss) per common share
Income (loss) per common share (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2017 and 2016 , respectively, were as follows: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Net income (loss) attributable to stockholders $ 27,211 $ 207,868 $ (221,544 ) $ (1,100,839 ) Weighted average shares outstanding - Basic 24,720,613 19,640,812 22,643,406 19,071,497 Basic income (loss) per share $ 0.00 $ 0.01 $ (0.01 ) $ (0.06 ) Weighted average shares outstanding - Diluted 24,930,624 20,229,120 22,643,406 19,071,497 Diluted income (loss) per share $0.00 $0.01 $ (0.01 ) $ (0.06 ) Anti-dilutive shares underlying stock options outstanding 235,736 1,130,158 Anti-dilutive convertible debentures 889,830 889,830 Anti-dilutive warrants outstanding 250,000 250,000 |
Acquisition of American DG En20
Acquisition of American DG Energy, Inc. (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisition | The following table summarizes the consideration paid for ADGE and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date, as well as the fair value at the acquisition date of the noncontrolling interest in American DG New York, LLC, a consolidated subsidiary of ADGE. Consideration Tecogen common stock - 4,662,937 shares $ 18,745,007 Assumed fully vested equity awards 114,896 $ 18,859,903 Recognized amounts of identifiable assets acquired and liabilities assumed Financial assets $ 1,551,590 Inventory 108,333 Prepaid and other current assets 358,628 Property, plant and equipment 15,430,250 Investment securities 519,568 Identifiable intangibles assets 1,456,166 Financial liabilities (1,857,859 ) Unfavorable contract liability (10,838,571 ) Other liabilities (939 ) Total identifiable net assets 6,727,166 Noncontrolling interest in American DG New York, LLC (469,672 ) Excess of cost over fair value of net assets acquired 12,602,409 $ 18,859,903 |
Pro Forma Information | The unaudited pro forma financial information in the table below summarizes the combined results of operations for Tecogen and ADGE as though the companies were combined as of the beginning of fiscal 2016. The pro forma financial information for all periods presented also includes the business combination accounting effects resulting from the acquisition including amortization charges and credits from acquired intangible assets and liabilities (certain of which are preliminary), and depreciation adjustments related to fair value as though the aforementioned companies were combined as of the beginning of fiscal 2016. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2016. Nine months ended September 30, 2017 2016 Total revenues $ 25,030,586 $ 21,240,102 Net income (loss) (998,323 ) (2,236,396 ) Basic earnings (loss) per share (0.04 ) (0.09 ) Diluted earnings (loss) per share (0.04 ) (0.09 ) |
Property, Plant and Equipment21
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment at September 30, 2017 and December 31, 2016 consisted of the following: Estimated Useful September 30, 2017 December 31, 2016 Energy systems 1 - 15 years $ 12,823,745 $ — Machinery and equipment 5 - 7 years 1,127,264 1,009,893 Furniture and fixtures 5 years 103,971 141,874 Computer software 3 - 5 years 196,417 102,415 Leasehold improvements * 440,519 437,341 14,691,916 1,691,523 Less - accumulated depreciation and amortization (2,017,401 ) (1,174,380 ) 12,674,515 517,143 Construction in progress 2,828,459 — $ 15,502,974 $ 517,143 * Lesser of estimated useful life of asset or lease term |
Intangible assets and liabili22
Intangible assets and liabilities other than goodwill and excess of cost over fair value of net assets acquired (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of September 30, 2017 and December 31, 2016 the Company had the following amounts related to intangible assets and liabilities other than goodwill and excess of cost over fair value of net assets acquired: September 30, 2017 December 31, 2016 Intangible assets Cost Accumulated Amortization Total Cost Accumulated Amortization Total Product certifications $ 602,202 $ (272,503 ) $ 329,699 $ 544,651 $ (233,992 ) $ 310,659 Patents 656,105 (146,983 ) 509,122 681,155 (123,012 ) 558,143 Developed technology 240,000 (72,000 ) 168,000 240,000 (60,000 ) 180,000 Trademarks 19,215 — 19,215 17,165 — 17,165 Favorable contract asset 1,456,166 (52,024 ) 1,404,142 — — — $ 2,973,688 $ (543,510 ) $ 2,430,178 $ 1,482,971 $ (417,004 ) $ 1,065,967 Intangible liability Unfavorable contract liability $ 10,838,571 $ (480,288 ) $ 10,358,283 $ — $ — $ — |
Schedule of Future Amortization Expense | Aggregate future amortization over the next five years is estimated to be as follows: Year 1 $ (993,749 ) Year 2 (911,514 ) Year 3 (847,307 ) Year 4 (858,084 ) Year 5 (840,273 ) |
Goodwill and Excess Cost over23
Goodwill and Excess Cost over Fair Value of Net Assets Acquired (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Excess of Cost over Fair Value of Net Assets Acquired | Changes in the carrying amount of goodwill and excess of cost over fair value of net assets acquired were as follows: Goodwill Excess of cost over fair value of net assets acquired Balance at December 31, 2016 $ 40,870 $ — Acquisitions — 12,602,409 Balance at September 30, 2017 $ 40,870 $ 12,602,409 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tecogen | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock Option Activity | Stock option activity for the nine months ended September 30, 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 45,000 $3.22-$3.72 3.35 Assumed in merger 156,124 $3.15-$30.33 — 10.35 Exercised (79,543 ) $0.79-$2.00 1.62 Canceled and forfeited (106,112 ) $2.60-$30.33 9.67 Outstanding, September 30, 2017 1,133,387 $0.79-$25.11 $ 3.62 5.25 years $ 484,535 Exercisable, September 30, 2017 883,631 $ 3.42 $ 201,957 Vested and expected to vest, September 30, 2017 1,095,925 $ 3.59 $ 605,063 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the asset reported in the consolidated balance sheet measured at its fair value on a recurring basis as of September 30, 2017 by level within the fair value hierarchy. September 30, 2017 Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Total Level 1 Level 2 Level 3 Total gains (losses) Recurring fair value measurements Available-for-sale equity securities EuroSite Power Inc. $ 334,570 $ — $ — $ 334,570 $ (184,998 ) Total recurring fair value measurements $ 334,570 $ — $ — $ 334,570 $ (184,998 ) |
Fair Value of Investments | The following table summarizes changes in level 3 assets which are comprised of available-for-sale securities for the period: Fair value at acquisition on May 18, 2017 $ 519,568 Unrealized loss recognized in other comprehensive loss (184,998 ) Fair value at September 30, 2017 $ 334,570 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table presents information by reportable segment for the three months ended September 30, 2017 and 2016 and the nine months ended September 30, 2017 and 2016 : Products and Services Energy Production Corporate, other and elimination (1) Total Three months ended September 30, 2017 Revenue - external customers $ 6,945,083 $ 1,556,115 $ — $ 8,501,198 Intersegment revenue 250,525 — (250,525 ) — Total revenue 7,195,608 1,556,115 (250,525 ) 8,501,198 Gross profit 2,425,114 832,917 — 3,258,031 Identifiable assets 19,179,530 16,028,115 21,424,270 56,631,915 Three months ended September 30, 2016 Revenue - external customers $ 6,616,455 $ — $ — $ 6,616,455 Intersegment revenue — — — — Total revenue 6,616,455 — — 6,616,455 Gross profit 2,774,818 — — 2,774,818 Identifiable assets 15,112,139 — 8,078,531 23,190,670 Nine months ended September 30, 2017 Revenue - external customers $ 20,608,196 $ 2,330,307 $ — $ 22,938,503 Intersegment revenue 442,343 — (442,343 ) — Total revenue 21,050,539 2,330,307 (442,343 ) 22,938,503 Gross profit 7,882,758 1,276,566 — 9,159,324 Identifiable assets 19,179,530 16,028,115 21,424,270 56,631,915 Nine months ended September 30, 2016 Revenue - external customers $ 17,379,278 $ — $ — $ 17,379,278 Intersegment revenue — — — — Total revenue 17,379,278 — — 17,379,278 Gross profit 6,597,056 — — 6,597,056 Identifiable assets 15,112,139 — 8,078,531 23,190,670 (1) Corporate, intersegment revenue, other and elimination includes various corporate assets. Excess of cost over fair value of net assets acquired at September 30, 2017 has not as of yet been allocated to the respective segments pending completion of the necessary analysis. |
Description of business and b27
Description of business and basis of presentation - Additional Information (Details) | May 18, 2017 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||
Ownerhsip interest in American DG New York, LLC (percent) | 51.00% | |
American DG Energy, Inc. | ||
Business Acquisition [Line Items] | ||
Ownership interest (percent) | 100.00% |
Income (loss) per common shar28
Income (loss) per common share - Schedule of Income (Loss) Per Common Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to stockholders | $ 27,211 | $ 207,868 | $ (221,544) | $ (1,100,839) |
Weighted average shares outstanding - Basic (shares) | 24,720,613 | 19,640,812 | 22,643,406 | 19,071,497 |
Basic income (loss) per share (in USD per share) | $ 0 | $ 0.01 | $ (0.01) | $ (0.06) |
Weighted average shares outstanding - Diluted (shares) | 24,930,624 | 20,229,120 | 22,643,406 | 19,071,497 |
Diluted income (loss) per share (in USD per share) | $ 0 | $ 0.01 | $ (0.01) | $ (0.06) |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 235,736 | 1,130,158 | ||
Convertible Debenture | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 889,830 | 889,830 | ||
Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 250,000 | 250,000 |
Acquisition of American DG En29
Acquisition of American DG Energy, Inc. - Additional information (Details) | May 18, 2017USD ($)shares | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Revenue | $ 8,501,198 | $ 6,616,455 | $ 22,938,503 | $ 17,379,278 | ||
Energy production revenue | 1,556,115 | 0 | 0 | |||
Gross profit | 3,258,031 | $ 2,774,818 | 9,159,324 | 6,597,056 | ||
Payment of stock issuance costs | (367,101) | $ 0 | ||||
Shares issued in acquisition (shares) | shares | 4,662,937 | |||||
Excess of cost over fair value of net assets acquired | 12,602,409 | 12,602,409 | $ 0 | |||
Discount rate used to calculate fair value of noncontrolling interest (percent) | 5.61% | |||||
General and Administrative Expense | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition related costs | 37,445 | 374,042 | ||||
American DG Energy, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest (percent) | 100.00% | |||||
Energy production revenue | 2,330,307 | |||||
Gross profit | $ 832,917 | $ 1,276,566 | ||||
Excess of cost over fair value of net assets acquired | $ 12,602,409 | |||||
Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Conversion ratio of American DG shares to Tecogen shares | 0.092 |
Acquisition of American DG En30
Acquisition of American DG Energy, Inc. - Consideration, and Assets and Liabilities Assumed (Details) - USD ($) | May 18, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Tecogen common stock - 4,662,937 shares | $ 18,745,007 | $ 0 | ||
Assumed fully vested equity awards | 114,896 | $ 0 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Financial liabilities | (10,358,283) | $ 0 | ||
Noncontrolling interest | 483,243 | 0 | ||
Excess of cost over fair value of net assets acquired | $ 12,602,409 | $ 0 | ||
American DG Energy, Inc. | ||||
Business Acquisition [Line Items] | ||||
Tecogen common stock - 4,662,937 shares | $ 18,745,007 | |||
Assumed fully vested equity awards | 114,896 | |||
Equity consideration | 18,859,903 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Financial assets | 1,551,590 | |||
Inventory | 108,333 | |||
Prepaid and other current assets | 358,628 | |||
Property, plant and equipment | 15,430,250 | |||
Investment securities | 519,568 | |||
Identifiable intangibles assets | 1,456,166 | |||
Financial liabilities | (1,857,859) | |||
Unfavorable contract liability | (10,838,571) | |||
Other liabilities | (939) | |||
Total identifiable net assets | 6,727,166 | |||
Noncontrolling interest | (469,672) | |||
Excess of cost over fair value of net assets acquired | 12,602,409 | |||
Consideration transferred | $ 18,859,903 |
Acquisition of American DG En31
Acquisition of American DG Energy, Inc. - Pro Forma Information (Details) - American DG Energy, Inc. - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 25,030,586 | $ 21,240,102 |
Net income (loss) | $ (998,323) | $ (2,236,396) |
Basic earnings (loss) per share (in USD per share) | $ (0.04) | $ (0.09) |
Diluted earnings (loss) per share (in USD per share) | $ (0.04) | $ (0.09) |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 14,691,916 | $ 1,691,523 |
Less - accumulated depreciation and amortization | (2,017,401) | (1,174,380) |
Property and equipment, net, before construction in progress | 12,674,515 | 517,143 |
Construction in progress | 2,828,459 | 0 |
Property and equipment, net | 15,502,974 | 517,143 |
Energy systems | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,823,745 | 0 |
Energy systems | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life - years | 1 year | |
Energy systems | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life - years | 15 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,127,264 | 1,009,893 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life - years | 5 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life - years | 7 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 103,971 | 141,874 |
Useful life - years | 5 years | |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 196,417 | 102,415 |
Computer software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life - years | 3 years | |
Computer software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life - years | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 440,519 | $ 437,341 |
Property, Plant and Equipment33
Property, Plant and Equipment - Depreciation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 425,911 | $ 42,084 | $ 751,960 | $ 125,255 |
Intangible assets and liabili34
Intangible assets and liabilities other than goodwill and excess of cost over fair value of net assets acquired (Details) - USD ($) | May 18, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 74,482 | $ 73,511 | |
Net credit to cost of sales for amortization of contract related intangible assets and liabilities | $ 428,264 | $ 0 | |
Benchmark level of margin contribution for measurement of fair value of customer contracts (percent) | 35.00% |
Intangible assets and liabili35
Intangible assets and liabilities other than goodwill and excess of cost over fair value of net assets acquired -Amounts related to intangible assets (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 2,973,688 | $ 1,482,971 |
Less - accumulated amortization | (543,510) | (417,004) |
Intangible assets, net | 2,430,178 | 1,065,967 |
Unfavorable contract liability | 10,838,571 | 0 |
Less - accumulated amortization | (480,288) | 0 |
Unfavorable contract liability, net | 10,358,283 | 0 |
Product Certifications | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 602,202 | 544,651 |
Less - accumulated amortization | (272,503) | (233,992) |
Intangible assets, net | 329,699 | 310,659 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 656,105 | 681,155 |
Less - accumulated amortization | (146,983) | (123,012) |
Intangible assets, net | 509,122 | 558,143 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 240,000 | 240,000 |
Less - accumulated amortization | (72,000) | (60,000) |
Intangible assets, net | 168,000 | 180,000 |
Favorable contract asset | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,456,166 | 0 |
Less - accumulated amortization | (52,024) | 0 |
Intangible assets, net | 1,404,142 | 0 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 19,215 | 17,165 |
Less - accumulated amortization | 0 | 0 |
Intangible assets, net | $ 19,215 | $ 17,165 |
Intangible assets and liabili36
Intangible assets and liabilities other than goodwill and excess of cost over fair value of net assets acquired - Future Amortization of Customer Contracts (Details) - Customer Contracts | Sep. 30, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Year 1 | $ (993,749) |
Year 2 | (911,514) |
Year 3 | (847,307) |
Year 4 | (858,084) |
Year 5 | $ (840,273) |
Goodwill and Excess Cost over37
Goodwill and Excess Cost over Fair Value of Net Assets Acquired (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning | $ 40,870 | |
Acquisitions | 0 | |
Goodwill, ending | 40,870 | |
Excess of cost over fair value of net assets acquired | 12,602,409 | $ 0 |
Acquisitions | 12,602,409 | |
Excess of Cost over Fair Value of Net Assets Acquired | $ 12,602,409 |
Stock-based compensation - Stoc
Stock-based compensation - Stock-Based Compensation (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | $ 138,329 | $ 117,065 |
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 | 2,250,536 |
Stock-based compensation - St39
Stock-based compensation - Stock Option Activity (Details) - Tecogen - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Stock Options Outstanding [Roll Forward] | ||
Beginning (shares) | 1,117,918 | |
Granted (shares) | 45,000 | |
Assumed in merger (shares) | 156,124 | |
Exercised (shares) | (79,543) | |
Canceled and forfeited (shares) | (106,112) | |
Ending (shares) | 1,133,387 | 1,117,918 |
Exercisable (shares) | 883,631 | |
Vested and expected to vest (shares) | 1,095,925 | |
Exercise Price Per Share [Abstract] | ||
Exercise Price Per Share, Outstanding, Minimum (per share) | $ 0.79 | $ 0.79 |
Exercise Price Per Share, Outstanding, Maximum (dollars per share) | 30.33 | 5.39 |
Weighted Average Exercise Price [Roll Forward] | ||
Beginning (usd per share) | 3.10 | |
Granted (usd per share) | 3.35 | |
Assumed in merger (usd per share) | 10.35 | |
Exercised (usd per share) | 1.62 | |
Canceled and forfeited (usd per share) | 9.67 | |
Ending (usd per share) | 3.62 | $ 3.10 |
Exercisable (usd per share) | 3.42 | |
Vested and expected to vest (usd per share) | $ 3.59 | |
Weighted Average Remaining Life | 5 years 3 months | 5 years |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Outstanding, Aggregate Intrinsic Value | $ 484,535 | $ 1,415,150 |
Exercisable, Aggregate Intrinsic Value | 201,957 | |
Vested and expected to vest, Aggregate Intrinsic Value | $ 605,063 | |
Minimum | ||
Exercise Price Per Share [Abstract] | ||
Exercise Price Per Share, Granted (dollars per share) | $ 3.22 | |
Exercise Price, Assumed in Merger (dollars per share) | 3.15 | |
Exercise Price Per Share, Exercised (dollars per share) | 0.79 | |
Exercise Price, Canceled and Forfeited (dollars per share) | 2.60 | |
Maximum | ||
Exercise Price Per Share [Abstract] | ||
Exercise Price Per Share, Granted (dollars per share) | 3.72 | |
Exercise Price, Assumed in Merger (dollars per share) | 30.33 | |
Exercise Price Per Share, Exercised (dollars per share) | 2 | |
Exercise Price, Canceled and Forfeited (dollars per share) | $ 30.33 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | May 18, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total gains (losses) | $ (184,998) | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total recurring fair value measurements | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total recurring fair value measurements | 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total recurring fair value measurements | 334,570 | |
Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total recurring fair value measurements | 334,570 | |
Eurosite Power Inc | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total gains (losses) | (184,998) | |
Eurosite Power Inc | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale equity securities | 0 | |
Eurosite Power Inc | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale equity securities | 0 | |
Eurosite Power Inc | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale equity securities | 334,570 | $ 519,568 |
Eurosite Power Inc | Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale equity securities | $ 334,570 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Level 3 Assets (Details) - Fair Value, Measurements, Recurring | 9 Months Ended |
Sep. 30, 2017USD ($)trading_day | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Unrealized loss recognized in other comprehensive loss | $ (184,998) |
Eurosite Power Inc | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Unrealized loss recognized in other comprehensive loss | $ (184,998) |
Eurosite Power Inc | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of trading days included in fair value measurement | trading_day | 15 |
Fair value at September 30, 2017 | $ 334,570 |
Commitments and contingencies C
Commitments and contingencies Commitments and Contingencies (Details) | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Guarantee of obligations of Eurosite Power, Inc. | $ 301,000 |
Guarantee liability | $ 10,000 |
Related party transactions (Det
Related party transactions (Details) | Aug. 02, 2016USD ($)$ / sharesshares | Jan. 31, 2017USD ($) | Jul. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2017USD ($)company | Sep. 30, 2016USD ($) | May 19, 2016 | Dec. 28, 2015USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||||
Number of affiliated companies | company | 2 | ||||||
Equity interest in joint venture (percent) | 43.00% | ||||||
Warrant exercise price (per share) | $ / shares | $ 4 | ||||||
Proceeds from exercise of warrants | $ 2,700,000 | $ 0 | $ 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 | ||||||
Due from affiliate | 94,777 | ||||||
TTcogen, LLC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity interest in joint venture (percent) | 50.00% | ||||||
Due from affiliate | 391,618 | ||||||
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 | ||||||
American DG Energy | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equipment purchase | $ 985,000 | ||||||
Co-venturer | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Investments in joint venture | 8,500,000 | ||||||
Co-Chief Executive Officer | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Loan from related party | $ 850,000 | ||||||
Notes Payable | Co-Chief Executive Officer | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Stated interest rate (percent) | 6.00% |
Segments (Details)
Segments (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)segment | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of operating divisions | segment | 2 | ||||
Revenue | $ 8,501,198 | $ 6,616,455 | $ 22,938,503 | $ 17,379,278 | |
Energy production | 1,556,115 | 0 | 0 | ||
Gross profit | 3,258,031 | 2,774,818 | 9,159,324 | 6,597,056 | |
Identifiable assets | 56,631,915 | 23,190,670 | 56,631,915 | 23,190,670 | $ 23,741,361 |
Products and Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 7,195,608 | 6,616,455 | 21,050,539 | 17,379,278 | |
Gross profit | 2,425,114 | 2,774,818 | 7,882,758 | 6,597,056 | |
Identifiable assets | 19,179,530 | 15,112,139 | 19,179,530 | 15,112,139 | |
Energy Production | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 1,556,115 | 0 | 2,330,307 | 0 | |
Gross profit | 832,917 | 0 | 1,276,566 | 0 | |
Identifiable assets | 16,028,115 | 0 | 16,028,115 | 0 | |
Corporate, other and elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (250,525) | 0 | (442,343) | 0 | |
Gross profit | 0 | 0 | 0 | 0 | |
Identifiable assets | 21,424,270 | 8,078,531 | 21,424,270 | 8,078,531 | |
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 8,501,198 | 6,616,455 | 22,938,503 | 17,379,278 | |
Operating Segments | Products and Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 6,945,083 | 6,616,455 | 20,608,196 | 17,379,278 | |
Operating Segments | Energy Production | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 2,330,307 | 0 | ||
Operating Segments | Corporate, other and elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Intersegment Eliminations | Products and Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 250,525 | 0 | 442,343 | 0 | |
Intersegment Eliminations | Energy Production | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Intersegment Eliminations | Corporate, other and elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ (250,525) | $ 0 | $ (442,343) | $ 0 |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events (Details) - Forecast [Member] - Ultratek [Member] | Oct. 24, 2017USD ($) |
Subsequent Event [Line Items] | |
Investment amount received upon liquidation | $ 2,000,000 |
Intangible assets to be purchased upon dissolution of Ultratek | $ 400,000 |