Document and Entity Information
Document and Entity Information Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 21, 2018 | Jun. 30, 2017 | |
Entity Information [Line Items] | |||
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-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 24,803,096 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 64,151,541 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,673,072 | $ 3,721,765 |
Accounts receivable, net | 9,536,673 | 8,630,418 |
Unbilled revenue | 3,963,133 | 2,269,645 |
Inventory, net | 5,130,805 | 4,774,264 |
Due from related party | 585,492 | 260,988 |
Prepaid and other current assets | 771,526 | 401,876 |
Total current assets | 21,660,701 | 20,058,956 |
Property, plant and equipment, net | 12,265,711 | 517,143 |
Intangible assets, net | 2,896,458 | 1,065,967 |
Goodwill | 13,365,655 | 40,870 |
Other assets | 482,551 | 2,058,425 |
TOTAL ASSETS | 50,671,076 | 23,741,361 |
Current liabilities: | ||
Accounts payable | 5,095,285 | 3,367,481 |
Accrued expenses | 1,416,976 | 1,378,258 |
Deferred revenue | 1,293,638 | 876,765 |
Notes Payable, Related Parties, Current | 850,000 | 0 |
Due to Related Parties, Current | 52,265 | 0 |
Total current liabilities | 8,708,164 | 5,622,504 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 538,100 | 459,275 |
Senior convertible promissory note, related party | 0 | 3,148,509 |
Unfavorable contract liability, net | 7,729,667 | 0 |
Total liabilities | 16,975,931 | 9,230,288 |
Commitments and contingencies (Note 8) | ||
Tecogen Inc. shareholders’ equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 24,766,892 and 19,981,912 issued and outstanding at December 31, 2017 and 2016, respectively | 24,767 | 19,982 |
Additional paid-in capital | 56,176,330 | 37,334,773 |
Accumulated other comprehensive loss-investment securities | (165,317) | 0 |
Accumulated deficit | (22,796,246) | (22,843,682) |
Total Tecogen Inc. stockholders’ equity | 33,239,534 | 14,511,073 |
Noncontrolling interest in American DG New York, LLC | 455,611 | 0 |
Total stockholders’ equity | 33,695,145 | 14,511,073 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 50,671,076 | $ 23,741,361 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 24,766,892 | 19,981,912 |
Common Stock, Shares, Outstanding | 24,766,892 | 19,981,912 |
Redeemable common stock, par value, $0.001 per share | $ 0.001 | $ 0.001 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | ||
Products | $ 12,991,283 | $ 10,722,285 |
Services | 16,377,443 | 13,768,101 |
Energy production | 3,833,940 | 0 |
Total revenues | 33,202,666 | 24,490,386 |
Cost of sales | ||
Products | 8,012,012 | 7,189,225 |
Services | 10,201,732 | 8,000,483 |
Energy production | 2,034,518 | 0 |
Total cost of sales | 20,248,262 | 15,189,708 |
Gross profit | 12,954,404 | 9,300,678 |
Operating expenses | ||
General and administrative | 9,520,497 | 7,994,361 |
Selling | 2,271,826 | 1,636,704 |
Research and development | 936,929 | 667,064 |
Total operating expenses | 12,729,252 | 10,298,129 |
Income (loss) from operations | 225,152 | (997,451) |
Other income (expense) | ||
Interest and other income | 27,626 | 11,988 |
Interest expense | (155,082) | (175,782) |
Total other expense, net | (127,456) | (163,794) |
Income (loss) before income taxes | 97,696 | (1,161,245) |
Income tax provision | 0 | 0 |
Consolidated net income (loss) | 97,696 | (1,161,245) |
(Income) loss attributable to the noncontrolling interest | (50,260) | 64,962 |
Net income (loss) attributable to Tecogen Inc. | 47,436 | (1,096,283) |
Other comprehensive loss-unrealized loss on securities | (165,317) | 0 |
Comprehensive loss | $ (117,881) | $ (1,096,283) |
Net income (loss) per share - basic (in USD per share) | $ 0 | $ (0.06) |
Net income (loss) per share - diluted (in USD per share) | $ 0 | $ (0.06) |
Weighted average shares outstanding - basic (shares) | 23,171,033 | 19,295,922 |
Weighted average shares outstanding - diluted (shares) | 23,342,627 | 19,295,922 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock 0.001 Par Value | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Noncontrolling Interest |
Balance, beginning balance at Dec. 31, 2015 | $ 12,441,868 | $ 18,479 | $ 34,501,640 | $ 0 | $ (21,682,437) | $ (395,814) |
Beginning balance, shares at Dec. 31, 2015 | 18,478,990 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of warrants | 2,700,000 | $ 675 | 2,699,325 | |||
Exercise of warrants, shares | 675,000 | |||||
Exercise of stock options | 395,572 | $ 158 | 395,414 | |||
Exercise of stock options, shares | 157,458 | |||||
Issuance of common stock in connection with ADGE acquisition, net of costs of $377,246 | 0 | |||||
Acquisition of non-controlling interest in Ilios | (31,053) | $ 670 | (427,537) | (64,962) | 460,776 | |
Acquisition of non-controlling interest in Ilios, shares | 670,464 | |||||
Stock-based compensation | 165,931 | 165,931 | 0 | |||
Net loss | (1,161,245) | (1,096,283) | (64,962) | |||
Balance, ending balance at Dec. 31, 2016 | 14,511,073 | $ 19,982 | 37,334,773 | 0 | (22,843,682) | 0 |
Ending balance, shares at Dec. 31, 2016 | 19,981,912 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options | 179,918 | $ 122 | 179,796 | |||
Exercise of stock options, shares | 122,043 | |||||
Issuance of common stock in connection with ADGE acquisition, net of costs of $377,246 | 18,482,656 | $ 4,663 | 18,477,993 | |||
Issuance of common stock in connection with ADGE acquisition, net of costs of $377,246 (shares) | 4,662,937 | |||||
Acquisition of non-controlling interest in Ilios | 453,272 | 453,272 | ||||
Distributions to non-controlling interest | (47,921) | (47,921) | ||||
Stock-based compensation | 183,768 | 183,768 | 0 | |||
Net loss | 97,696 | |||||
Comprehensive income (loss) | (67,621) | (165,317) | 47,436 | 50,260 | ||
Balance, ending balance at Dec. 31, 2017 | $ 33,695,145 | $ 24,767 | $ 56,176,330 | $ (165,317) | $ (22,796,246) | $ 455,611 |
Ending balance, shares at Dec. 31, 2017 | 24,766,892 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity Parenthetical | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Common stock, par value (usd per share) | $ / shares | $ 0.001 |
Acquisition costs | $ | $ 377,246 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ 97,696 | $ (1,161,245) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 587,822 | 264,005 |
Loss on sale of assets | 2,909 | 640 |
Provision for losses on accounts receivable | (16,600) | (19,245) |
Provision (recovery) for inventory reserve | 17,000 | (27,000) |
Stock-based compensation | 183,768 | 165,931 |
Non-cash interest expense | 1,491 | 49,532 |
(Increase) decrease in: | ||
Short-term investments, restricted | 0 | 294,802 |
Accounts receivable | (336,051) | (3,324,310) |
Unbilled revenue | (1,676,409) | (1,197,254) |
Inventory | (298,167) | 935,779 |
Due from related party | (325,651) | 916,273 |
Prepaid assets and other current assets | (47,498) | (48,771) |
Other assets | (32,252) | 0 |
Increase (decrease) in: | ||
Accounts payable | 1,335,042 | 55,672 |
Accrued expenses | (494,095) | 311,398 |
Deferred revenue | 375,499 | 65,937 |
Interest payable, related party | 34,240 | 0 |
Net cash used in operating activities | (591,256) | (2,717,856) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (580,044) | (139,725) |
Purchases of intangible assets | (453,598) | (119,665) |
Cash Acquired from Acquisition | 971,454 | 0 |
Cash paid for investment in Ultra Emissions Technologies Ltd | 0 | (2,000,000) |
Return of investment in Ultra Emissions Technologies Ltd | 2,000,000 | 0 |
Payment of stock issuance costs | (377,246) | 0 |
Distributions to noncontrolling interest | (47,921) | 0 |
Net cash provided by (used in) investing activities | 1,512,645 | (2,259,390) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments from debt issuance costs | 0 | (2,034) |
Proceeds on notes payable | 0 | 150,000 |
Payments for share issuance | 0 | (31,053) |
Payments made on loan due to related party | (3,150,000) | 0 |
Proceeds from exercise of stock options | 179,918 | 395,572 |
Proceeds from exercise of warrants | 0 | 2,700,000 |
Net cash provided by financing activities | (2,970,082) | 3,212,485 |
Net increase (decrease) in cash and cash equivalents | (2,048,693) | (1,764,761) |
Cash and cash equivalents, beginning of the year | 3,721,765 | 5,486,526 |
Cash and cash equivalents, end of the year | 1,673,072 | 3,721,765 |
Supplemental disclosures of cash flows information: | ||
Cash paid for interest | 110,979 | 126,250 |
Exchange of common stock for non-controlling interest in Ilios | 0 | 330,852 |
Issuance of stock to acquire American DG Energy, net | 18,482,656 | 0 |
Issuance of Tecogen stock options in exchange for American DG Energy options | $ 114,896 | $ 0 |
Nature of business and operatio
Nature of business and operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of business and operations | Nature of business and operations Tecogen Inc. ("Tecogen" or the “Company”), a Delaware Corporation, was incorporated on September 15, 2000, and acquired the assets and liabilities of the Tecogen Products division of Thermo Power Corporation. The Company produces commercial and industrial, natural-gas-fueled engine-driven, combined heat and power (CHP) products that reduce energy costs, decrease greenhouse gas emissions and alleviate congestion on the national power grid. Tecogen’s products supply electric power or mechanical power for cooling, while heat from the engine is recovered and purposefully used at a facility. The majority of the Company’s customers are located in regions with the highest utility rates, typically California, the Midwest and the Northeast. On May 4, 2009, the Company invested in a new corporation called Ilios Inc., or Ilios. The investment gave the Company a controlling financial interest in Ilios, whose business focus is advanced heating systems for commercial and industrial applications. Beginning in April 2016, a series of private placements were completed resulting in Ilios merging into the Company and Ilios is consolidated into our financial statements. On November 28, 2017 after the dissolution of Ultratek, the Company created Ultera Technologies Inc., a Delaware corporation that is wholly owned by the Company ("Ultera Technologies"). Ultera Technologies was organized to continue to develop and commercialize Tecogen's patented technology, Ultera ® , for the automotive market. 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. 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. ("ADGE"), a company which installs, owns, operates and maintains completed distributed generation of electricity, 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. Prior to the acquisition, ADGE was considered a related company because certain major stockholders had significant ownership positions in both companies. ADGE also had a sales representation agreement for Tecogen's products and service in New England and purchased the majority of its energy system from Tecogen. Pursuant to the Merger Agreement, Tecogen acquired ADGE by means of a merger of one of our wholly owned subsidiaries (the "Merger Sub") with and into ADGE, so that ADGE became a wholly owned subsidiary of Tecogen. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of ADGE common stock, $.001 par value per share, was automatically converted into the right to receive 0.092 shares of common stock, $.001 par value per share, of Tecogen (the “Exchange Ratio”), with cash paid in lieu of any fractional shares. As a result of the Merger, Tecogen issued approximately 4,662,937 shares of Tecogen common stock at $4.02 per share. This price was based on the closing price of Tecogen's common stock on May 18, 2017 , the closing date of the Merger. The aggregate value of the consideration to be paid in connection with the Merger to former holders of ADGE common stock, net of costs, was approximately $18.5 million . Upon consummation of the Merger, ADGE stock options and other equity awards converted into stock options and equity awards with respect to Tecogen common shares, after giving effect to the Exchange Ratio. ADGE distributes, owns, and operates clean, on-site energy systems that produce electricity, hot water, heat and cooling. ADGE's business model is to own the equipment that it installs at customer's facilities and to sell the energy produced by these systems to the customer on a long-term contractual basis. We have assumed these customer contracts and ADGE's business model and have fully incorporated ADGE's business into ours. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Principles of Consolidation and Basis of Presentation The financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board, or FASB. The FASB sets generally accepted accounting principles, or GAAP, to ensure financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, or ASC. The Company adopted the presentation requirements for noncontrolling interests required by ASC 810 Consolidation . Under ASC 810, earnings or losses attributed to the noncontrolling interests are reported as part of the consolidated earnings and not a separate component of income or expense. The accompanying 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, ADGE and Ilios Inc. and a joint venture, American DG New York, LLC, or ADGNY in which ADGE holds a 51.0% interest. As the controlling partner, all major decisions in respect of ADGNY are made by the ADGE in accordance with the joint venture agreement. The interests in the individual underlying energy system projects in ADGNY vary between ADGE and its joint venture partner. The noncontrolling interest and distributions are determined based on economic ownership. The economic ownership is calculated by the amount invested by the Company and the noncontrolling partner in each site. Each quarter, the Company calculates a year-to-date profit/loss for each site that is part of ADGNY and the noncontrolling interest percent of economic ownership in each site is applied to determine the noncontrolling interest share in the profit/loss. The same methodology is used to determine quarterly distributions of available cash to the noncontrolling interest partner. On the Company’s balance sheet, noncontrolling interest represents the joint venture partner’s investment in ADGNY, plus its share of after tax profits less any cash distributions. ADGE owned a controlling 51.0% legal and economic interest in ADGNY as of December 31, 2017 . 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. Noncontrolling interests in the net assets and operations of Ilios and ADGNY are reflected in the caption “Noncontrolling interest” in the accompanying consolidated financial statements. All intercompany transactions have been eliminated. 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 subsidiary. 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. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. The Company maintains its cash balances in bank accounts, which at times may exceed the Federal Deposit Insurance Corporation’s general deposit insurance limits. The amount on deposit at December 31, 2017 and 2016 which exceeded the $250,000 federally insured limit were approximately $1,172,911 and $3,471,765 , respectively. The Company has not experienced any losses in such accounts and thus believes that it is not exposed to any significant credit risk on cash. There was one customer who represented more than 10% of revenues for the year ended December 31, 2017 and no customers who represented more than 10% of revenues for the year ended December 31, 2016 . The Company has approximately four hundred seventy customers who represented 100% of the revenues for the year ended December 31, 2017 . There were no customers who represented more than 10% of the accounts receivable balance as of December 31, 2017 , and one customer who represented 15% of the accounts receivable balance as of December 31, 2016 . Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity date of three months or less when purchased to be cash and cash equivalents. The Company has cash balances in certain financial institutions in amounts which occasionally exceed current federal deposit insurance limits. The financial stability of these institutions is continually reviewed by senior management. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and management’s evaluation of outstanding accounts receivable at the end of the year. Bad debts are written off against the allowance when identified. At December 31, 2017 and 2016 , the allowance for doubtful accounts was $22,400 and $29,665 , respectively. Inventory Raw materials, work in process, and finished goods inventories are stated at the lower of cost, as determined by the average cost method, or market. The Company periodically reviews inventory quantities on hand for excess and/or obsolete inventory based primarily on historical usage, as well as based on estimated forecast of product demand. Any reserves that result from this review are charged to cost of sales. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful life of the asset, which range from three to fifteen years. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the assets or the term of the related leases. Expenditures for maintenance and repairs are expensed currently, while renewals and betterments that materially extend the life of an asset are capitalized. The Company receives rebates and incentives from various utility companies and governmental agencies which are accounted for as a reduction in the book value of the assets. The rebates are payable from the utility to the Company and are applied against the cost of construction, therefore reducing the book value of the installation. As a reduction of the facility construction costs, these rebates are treated as an investing activity in the statements of cash flows. The rebates received by the Company from the utilities that apply to the cost of construction are one time rebates based on the installed cost, capacity and thermal efficiency of the installed unit and are earned upon the installation and inspection by the utility and are not related to or subject to adjustment based on the future operating performance of the installed units. The rebate agreements with utilities are based on standard terms and conditions, the most significant being customer eligibility and post-installation work verification by a specific date. During 2017 the amount of rebates applied to the cost of construction was $64,395 . Intangible Assets Intangible assets subject to amortization include costs incurred by the Company to acquire product certifications, certain patent costs and developed technologies. These costs are amortized on a straight-line basis over the estimated economic life of the intangible asset. Indefinite life intangible assets such as trademarks are recorded at cost and not amortized. The Company reviews intangible assets for impairment when the circumstances warrant. The favorable contract asset which relates to existing ADGE customer contracts is more fully described in Note 6. , "Intangible assets and liabilities other than goodwill" . Impairment of Long-lived Assets Long-lived assets, including intangible assets and property, plant and equipment, are evaluated for impairment whenever events or changes in circumstances have indicated that an asset may not be recoverable and are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest charges) is less than the carrying value of the assets, the assets will be written down to the estimated fair value and such loss is recognized in income from continuing operations in the period in which the determination is made. Management determined that no impairment of long-lived assets existed as of December 31, 2017 . Goodwill The Company's goodwill was recorded as a result of the Company's asset acquisition of the permanent magnet generator technology in 2013 and the acquisition of ADGE in 2017. The Company tests its recorded goodwill for impairment as of the last day of the year, or more often if indicators of potential impairment exist, by determining if the carrying value of the Company's reporting units exceed estimated fair value. Factors that could trigger an interim impairment test include, but are not limited to, underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the Company's overall business, significant negative industry or economic trends and a sustained period where market capitalization, plus an appropriate control premium is less than stockholders' equity. The Company's impairment testing involves a step zero process. Step zero allows for management to first assess qualitative factors to determine whether it is more likely than not that the fair value of the intangible asset is less than its carrying value. As of December 31, 2017 , the Company determined that it was more likely than not that the fair value of the reporting units exceeded carrying value and therefore no impairment was recognized. Income (loss) per Common Share The Company computes basic loss per share by dividing net income (loss) for the period by the weighted-average number of shares of common stock outstanding during the period. The Company computes its diluted earnings per common share using the treasury stock method. For purposes of calculating diluted earnings per share, the Company considers its shares issuable in connection with the convertible debentures, stock options and warrants to be dilutive common stock equivalents when the exercise/conversion price is less than the average market price of our common stock for the period. For the year ended December 31, 2017 , the Company included 171,594 dilutive shares resulting from exercise of stock options. All shares issuable for December 31, 2016 were anti-dilutive because of the reported net loss. Segment Information 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. Prior to the acquisition of ADGE (see Note 4. "Acquisition of American DG Energy Inc." ), the Company's operations were comprised of a single segment (see Note 16. "Segments" ). Income Taxes The Company uses the asset and liability method of accounting for income taxes. The current or deferred tax consequences of transactions are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable currently or in future years. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities and expected future tax consequences of events that have been included in the financial statements or tax returns using enacted tax rates in effect for the years in which the differences are expected to reverse. Under this method, a valuation allowance is used to offset deferred taxes if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets may not be realized. Management evaluates the recoverability of deferred taxes and the adequacy of the valuation allowance annually. The Company has adopted the provisions of the accounting standards relative to accounting for uncertainties in tax positions. These provisions provide guidance on the recognition, de-recognition and measurement of potential tax benefits associated with tax positions. The Company elected to recognize interest and penalties related to income tax matters as a component of income tax expense in the statements of operations. The Company has analyzed its current tax return compliance positions and has determined that no uncertain tax positions have been taken that would require recognition. With few exceptions, the Company is no longer subject to possible income tax examinations by federal, state or local taxing authorities for tax years before 2014, with the exception of loss carryforwards in the event they are utilized in future years. The Company's tax returns are open to adjustment from 2001 forward, as a result of the fact that the Company has loss carryforwards from those years, which may be adjusted in the year those losses are utilized. Fair Value of Financial Instruments The Company’s financial instruments are cash and cash equivalents, certificates of deposit, accounts receivable, available-for-sale securities, accounts payable, demand notes, and loans and convertible debentures due to related parties. The recorded values of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values based on their short-term nature. At December 31, 2017 , the recorded value on the consolidated balance sheet of the loan due to related party approximates fair value as the terms approximate those available for similar instruments. See Note 13. "Fair value measurements" . Revenue Recognition Product and service revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Generally, sales of cogeneration and chiller units and parts are recognized when shipped and services are recognized over the term of the service period. Payments received in advance of services being performed are recorded as deferred revenue. 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 granted. For the years ended December 31, 2017 and 2016 , bill and hold transactions in revenue were $1,141,684 and $2,588,458 , respectively. 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, 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 selling price method. The amount of arrangement consideration that is allocated to a delivered unit of accounting is limited to the amount that is not contingent upon the delivery of another unit of accounting. When vendor-specific objective evidence or third-party evidence is not available, adopting the relative fair value method of allocation permits the Company to recognize revenue on specific elements as completed based on the estimated selling price. The Company generally uses internal pricing lists that determine sales prices to external customers in determining its best estimate of the selling price of the various deliverables in multiple-element arrangements. Changes in judgments made in estimating the selling price of the various deliverables could significantly affect the timing or amount of revenue recognition. The Company enters into sales arrangements with customers to sell its cogeneration and chiller units and related service contracts and occasionally installation services. Based on the fact that the Company sells each deliverable to other customers on a stand-alone basis, the Company has determined that each deliverable has a stand-alone value. Additionally, there are no rights of return relative to the delivered items; therefore, each deliverable is considered a separate unit of accounting. After the arrangement consideration has been allocated to each unit of accounting, the Company applies the appropriate revenue recognition method for each unit of accounting based on the nature of the arrangement and the services included in each unit of accounting. Cogeneration and chiller units are recognized when shipped and services are recognized over the term of the applicable agreement, or as provided when on a time and materials basis. In some cases, our customers may choose to have the Company engineer and install the system for them rather than simply purchase the cogeneration and/or chiller units. In this case, the Company accounts for revenue, or turnkey revenue, and costs using the percentage-of-completion method of accounting. Under the percentage-of-completion method of accounting, revenues are recognized by applying percentages of completion to the total estimated revenues for the respective contracts. Costs are recognized as incurred. The percentages of completion are determined by relating the actual cost of work performed to date to the current estimated total cost at completion of the respective contracts. When the estimate on a contract indicates a loss, the Company’s policy is to record the entire expected loss, as required by generally accepted accounting principles. The excess of contract costs and profit recognized to date on the percentage-of-completion accounting method in excess of billings is recorded as unbilled revenue. Billings in excess of related costs and estimated earnings are recorded as deferred revenue. Revenue from energy contracts is recognized when electricity, heat, and chilled water is produced by the cogeneration systems on-site. The Company bills each month based on various meter readings installed at each site. The amount of energy produced by on-site energy systems is invoiced, as determined by a contractually defined formula. Under certain energy contracts, the customer directly acquires the fuel to power the systems and receives credit for that expense from the Company. The credit is recorded as a cost of sale. Revenues from operations, including shared savings are recorded when provided and verified. Maintenance service revenue is recognized over the term of the agreement and is billed on a monthly basis in arrears. As a byproduct of the energy business, in some cases, the customer may choose to own the energy system rather than have it owned by ADGE. 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 records the entire expected loss, regardless of the percentage of completion. The excess of contract costs and profit recognized to date on the percentage-of-completion accounting method in excess of billings is recorded as unbilled revenue. Billings in excess of related costs and estimated earnings is recorded as deferred revenue. Customers may buy out their long-term obligation under energy contracts and purchase the underlying equipment from the Company. Any resulting gain on these transactions is recognized over the payment period in the accompanying consolidated statements of operations. The Company is able to participate in certain energy related programs and receive payments due to the availability of its energy systems. These programs provide incentive payments for either the reduction of electricity usage or the increase in electricity production during periods of peak usage throughout a utility territory. Presentation of Sales Taxes The Company reports revenues net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions. Shipping and Handling Costs The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales. Advertising Costs The Company expenses the costs of advertising as incurred. For the years ended December 31, 2017 and 2016 , advertising expense was approximately $278,000 and $134,000 , respectively. Research and Development Costs Research and development expenditures are expensed as incurred. The Company’s total research and development expenditures of approximately $937,000 and $677,100 were recognized for each of the years ended December 31, 2017 and 2016 , respectively. Stock-Based Compensation Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as an expense in the statements of operations over the requisite service period. The determination of the fair value of share-based payment awards is affected by the Company’s stock price. For the awards prior to the Company being publicly traded, the Company considered the sales price of the Common Stock in private placements to unrelated third parties as a measure of the fair value of its Common Stock. The Company utilizes actual forfeitures when calculating the expense for the period. Stock-based compensation expense recognized is based on awards that are ultimately expected to vest. The Company evaluates the assumptions used to value awards regularly and if factors change and different assumptions are employed, stock-based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Pursuant to ASC 505-50, Equity Based Payments to Non-Employees , the fair value of restricted Common Stock and stock options issued to nonemployees is revalued at each reporting period until the ultimate measurement date, as defined by ASC 505-50. The Company records the value of the instruments at the time services are provided and the instruments vest. Accordingly, the ultimate expense is not fixed until such instruments are fully vested. See Note 12. "Stockholders' equity" for a summary of the restricted stock and stock option activity under the Company's stock-based employee compensation plan for the years ended December 31, 2017 and 2016 . Recent Accounting Pronouncements 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 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 plans to adopt this accounting standard update on a modified retrospective basis in the first quarter of 2018. Management has completed its assessment of the impact of the new revenue recognition standard and concluded that no significant differences are expected to result upon adoption. In January 2016, the FASB issued an accounting standard update related to investments in equity securities requiring unrealized holding gains and losses to be included in net income. Prior to this update, unrealized holding gains and losses related to available-for-sale securities were included in accumulated other comprehensive income and not included in determining net income. This accounting standard update will be effective for the Company beginning in the first quarter of 2018 and is applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company plans to adopt this accounting standard update in the first quarter of 2018 which will result in reclassification of $165,317 of cumulative unrealized holding losses from accumulated other comprehensive loss to accumulated deficit. The future impact of recognizing unrealized holding gains or losses in net income is dependent on the movement in the stock prices related to such investments. 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 | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Income (loss) per common share | loss) per common share: Basic and diluted income (loss) per share for the years ended December 31, 2017 and 2016 , respectively, was as follows: 2017 2016 Net income (loss) attributable to stockholders $ 47,436 $ (1,096,283 ) Weighted average shares outstanding - Basic 23,171,033 19,295,922 Basic income (loss) per share $ 0.00 $ (0.06 ) Weighted average shares outstanding - Diluted 23,342,627 19,295,922 Diluted income (loss) per share $ 0.00 $ (0.06 ) Anti-dilutive shares underlying stock options outstanding 441,356 1,117,918 Anti-dilutive convertible debentures — 889,831 |
Acquisition of American DG Ener
Acquisition of American DG Energy Inc. (Notes) | 12 Months Ended |
Dec. 31, 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 Tecogen 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 year ended December 31, 2017 , ADGE contributed $3,833,940 to our total revenues and $1,799,422 to our gross profit. Acquisition related costs included in general and administrative expenses totaled $374,156 for the year ended December 31, 2017 . Stock issuance related costs totaling $377,246 were netted against additional paid in capital during the year ended December 31, 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 outstanding stock options of ADGE 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 $ 1,542,137 Inventory 75,374 Prepaid and other current assets 358,628 Property, plant and equipment 12,186,664 Investment securities 519,568 Favorable contract asset 1,561,739 Financial liabilities (1,912,859 ) Unfavorable contract liability (8,341,922 ) Other liabilities (939 ) Total identifiable net assets 5,988,390 Noncontrolling interest in American DG New York, LLC (453,272 ) Goodwill 13,324,785 $ 18,859,903 Goodwill acquired of $13.3 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 goodwill recognized is expected to be deductible for income tax purposes. The favorable contract asset and the unfavorable contract liability, both of which relate to existing customer contracts, and the estimated amortization are more fully described in Note 6. "Intangible assets and liabilities other than goodwill" . 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. Year ended December 31, 2017 2016 Total revenues $ 36,232,650 $ 29,674,375 Net income (loss) 113,255 (253,132 ) Basic earnings (loss) per share $ 0.01 $ (0.01 ) Diluted earnings (loss) per share $ 0.01 $ (0.01 ) One-time acquisition-related expenses related to the merger incurred during the period ended December 31, 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 ADGE as that subsidiary was disposed of in 2016 prior to the acquisition by Tecogen and was considered to be a discontinued operation by ADGE. Additionally, the unaudited pro forma financial information does not include a gain recognized on deconsolidation of that same subsidiary by ADGE and an amount of interest cost related to ADGE's long-term debt which was extinguished contemporaneously with the disposition of the subsidiary. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventories at December 31, 2017 and 2016 consisted of the following. 2017 2016 Gross raw materials $ 5,270,732 $ 4,658,872 Less - reserves (283,000 ) (266,000 ) Net raw materials 4,987,732 4,392,872 Work-in-process 11,852 144,528 Finished goods 131,221 236,864 $ 5,130,805 $ 4,774,264 |
Intangible assets other than go
Intangible assets other than goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible assets other than goodwill | Intangible Assets and Liabilities Other Than Goodwill The Company capitalized $61,053 and $30,035 of product certification costs during the years ended December 31, 2017 and 2016 , respectively. Also included in intangible assets are the costs incurred by the Company to acquire certain patents. These patents, once in service, will be amortized on a straight-line basis over the estimated economic life of the associated product, which range from approximately 7 - 10 years. The Company capitalized $181,637 and $77,240 of patent-related costs during the years ended December 31, 2017 and 2016 , respectively. The Company capitalized $2,375 and $12,390 in trademarks during the years ended December 31, 2017 and 2016 , respectively. Intangible assets and liabilities at December 31, 2017 and 2016 consist of the following: December 31, 2017 December 31, 2016 Intangible assets Cost Accumulated Amortization Net Cost Accumulated Amortization Net Product certifications $ 605,704 $ (285,341 ) $ 320,363 $ 544,651 $ (233,992 ) $ 310,659 Patents 808,323 (154,972 ) 653,351 681,155 (123,012 ) 558,143 Developed technology 240,000 (76,000 ) 164,000 240,000 (60,000 ) 180,000 Trademarks 19,540 — 19,540 17,165 — 17,165 In Process R&D 263,001 — 263,001 — — — Favorable contract asset 1,561,739 (85,536 ) 1,476,203 — — — $ 3,498,307 $ (601,849 ) $ 2,896,458 $ 1,482,971 $ (417,004 ) $ 1,065,967 Intangible liability Unfavorable contract liability $ 8,341,922 $ (612,255 ) $ 7,729,667 $ — $ — $ — The aggregate amortization expense related to intangible assets exclusive of contract related intangibles was $99,310 and $98,310 during the years ended December 31, 2017 and 2016 , respectively. The net credit to cost of sales related to the amortization of the contract related intangible asset and liability for the years ended December 31, 2017 and 2016 was $526,719 and $0 , respectively. Contract Asset and Liability The favorable contract asset and unfavorable contract liability in the foregoing table represent the fair value of ADGE'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 4. "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 because 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 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 profit margin, in this case 35% of revenue which is consistent with the average return on revenue of US investor owned public utilities. Amortization of intangibles including contract related amounts is calculated using the straight line method over the remaining useful life or contract term and charged against cost of sales in the accompanying consolidated statement of operations and comprehensive loss. Aggregate future amortization over the next five years is estimated to be as follows: Non-contract related intangibles Contract related intangibles Total 2018 $ 185,398 $ (880,776 ) (695,378 ) 2019 168,748 (781,505 ) (612,757 ) 2020 162,591 (729,905 ) (567,314 ) 2021 149,160 (730,478 ) (581,318 ) 2022 142,083 (696,328 ) (554,245 ) Thereafter 592,733 (2,434,472 ) (1,841,739 ) $ 1,400,713 $ (6,253,464 ) $ (4,852,751 ) |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment at December 31, 2017 and 2016 consisted of the following: Estimated Useful Life (in Years) 2017 2016 Energy systems 1 - 15 years $ 12,466,642 $ — Machinery and equipment 5 - 7 years 1,215,951 1,009,893 Furniture and fixtures 5 years 205,320 141,874 Computer software 3 - 5 years 115,253 102,415 Leasehold improvements * 440,519 437,341 14,443,685 1,691,523 Less - accumulated depreciation and amortization (2,177,974 ) (1,174,380 ) Net property, plant and equipment $ 12,265,711 $ 517,143 * Lesser of estimated useful life of asset or lease term Depreciation and amortization expense on property and equipment for the years ended December 31, 2017 and 2016 was $1,114,540 and $165,695 , respectively. |
Goodwill (Notes)
Goodwill (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill by reportable segment during the year was as follows: Product and Service Energy Production Total Company Balance at December 31, 2016 $ 40,870 $ — $ 40,870 Acquisitions — 13,324,785 13,324,785 Balance at December 31, 2017 $ 40,870 $ 13,324,785 $ 13,365,655 See Note 4. "Acquisition of American DG Energy Inc." for discussion of acquisition of goodwill. |
Convertible debentures and loan
Convertible debentures and loan due to related party | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible debentures and loan due to related party | Note 9 – Convertible debentures and loan due to related party On December 23, 2013, the Company entered into a Senior Convertible Promissory Note (the "Note") with Michaelson Capital Special Finance Fund LP, ("Michaelson"), for the principal amount of $3,000,000 with interest at 4% per annum for a term of three years. On April 1, 2016, the Company amended the Note increasing the total principal amount to $3,150,000 increasing the conversion price to $3.54 from $3.37 , and extending the term until December 23, 2018 . The amended Note was a senior secured obligation which paid interest only on a monthly basis in arrears at a rate of 4% per annum, unless earlier converted in accordance with the terms of the agreement prior to such date. The Note was secured by an all asset lien and was senior in right of payment to any unsecured indebtedness that is expressly subordinated in right of payment to the Note. On December 14, 2017, the Company, through principal payment of $3,150,000 to Michaelson (the "Payment"), terminated the Senior Convertible Promissory Note with Michaelson. Through the Note, Michaelson was the Company's principle debt holder and a beneficial holder of approximately 5% of the Company's shares outstanding. There were no pre-payment penalties paid by the Company, as Michaelson provided a waiver of the pre-payment penalties that were contained in the Note. By completing the Payment, the Company has satisfied all of its obligations under the Note and the Note was cancelled. Below is a summary of the terms of the Note, as amended. The Company could 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. 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. See Note 18. "Subsequent events" for discussion regarding a Summary of Proposed Terms and Conditions with a bank for a senior revolving credit facility of up to $10 million . |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Operating Lease Obligations The Company leases office space and warehouse facilities under various lease agreements which expire through March 2024 . The Company subleases portions of its corporate offices and manufacturing facility to sub-tenants under annual sublease agreements, on a calendar year basis. Total rent expense for the years ended December 31, 2017 and 2016 amounted to $700,335 and $691,769 , offset by $34,995 and $63,842 in rent paid by sub-lessees, to both related and unrelated parties, for a net amount of $665,340 and $627,927 , respectively. The Company leased one passenger vehicle under a lease agreement expiring in 2018 . Vehicle rent expense amounted to $1,571 and $6,918 during the year ended December 31, 2017 and 2016 , respectively. Future minimum lease payments under all non-cancelable operating leases as of December 31, 2017 consist of the following: Years Ending December 31, Amount 2018 $ 588,021 2019 511,382 2020 513,742 2021 521,375 2022 529,115 2023 and thereafter 671,553 Total $ 3,335,188 Guarantees The Company guarantees certain obligations of a former subsidiary of ADGE, 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 December 31, 2017 of approximately $286,500 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 a liability in the accompanying financial statements. Legal Proceedings The Company is a party to a pending action 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. 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 non-affiliated shareholders of fair value for their shares. On July 19, 2017, defendants moved to dismiss the Amended Complaint. In their motion filings, 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. On February 28, 2018 the parties presented their oral arguments on the defendant's motion to dismiss. On March 2, 2018 the district court rendered its decision, dismissing the Federal Securities Law Claims, but retaining the State Law Claims. The district court exercised supplemental jurisdiction over the State Law Claims and ordered the Defendants to file an answer to the Amended Complaint addressing the State Law Claims. On March 12, 2018 the Defendants filed their answer. 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. |
Product warranty
Product warranty | 12 Months Ended |
Dec. 31, 2017 | |
Guarantees [Abstract] | |
Product warranty | Product warranty The Company reserves an estimate of its exposure to warranty claims based on both current and historical product sales data and warranty costs incurred. The majority of the Company’s products carry a one -year warranty. The Company assesses the adequacy of its recorded warranty liability annually and adjusts the amount as necessary. The warranty liability is included in accrued expenses on the accompanying consolidated balance sheets. Changes in the Company’s warranty reserve were as follows: Warranty reserve, December 31, 2015 $ 110,000 Warranty provision for units sold 169,180 Costs of warranty incurred (131,180 ) Warranty reserve, December 31, 2016 148,000 Warranty provision for units sold 128,100 Costs of warranty incurred (142,600 ) Warranty reserve, December 31, 2017 $ 133,500 |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders’ equity Common Stock 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. As discussed in Note 4. "Acquisition of American DG Energy Inc." , on May 18, 2017, the Company completed the acquisition of ADGE, by means of a stock-for-stock merger, of 100% of the outstanding common shares of ADGE in exchange for 4,662,937 shares of the Company's newly issued common stock. The holders of Common Stock have the right to vote their interest on a per share basis. At December 31, 2017 and 2016 , there were 24,766,892 and 19,981,912 shares of Common Stock outstanding, respectively. Preferred Stock On February 13, 2013, the Company authorized 10 million shares of preferred stock. As of December 31, 2017 , no preferred shares were issued or outstanding. Warrants In December 2015, 900,000 warrants were issued in conjunction with a private placement executed with the Ultra Emissions Joint Venture described in Note 15. In July 2016, the warrant holders exercised a total of 675,000 warrants with a $4.00 exercise price, resulting in cash proceeds of $2.7 million to the Company. The remaining 225,000 warrants expired on July 31, 2016. In conjunction with the Ultratek Joint Venture, the Board of Directors granted 250,000 warrants to Dr. Elias Samaras at $4.00 a share with an expiration date of December 28, 2017. The warrants granted to Dr. Samaras expired unexercised. Stock-Based Compensation The Company adopted the 2006 Stock Option and Incentive Plan (the “Plan”), under which the board of directors may grant incentive or non-qualified stock options and stock grants to key employees, directors, advisors and consultants of the Company. The Plan was amended at various dates by the Board of Directors to increase the reserved shares of common stock issuable under the Plan to 3,838,750 as of December 31, 2017 , and in June 2017 stockholders approved an amendment to extend the termination date of the Plan to January 1, 2026 and to ratify all Company option grants made after January 1, 2016 (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 December 31, 2017 and 2016 was 2,123,747 and 1,607,357 , respectively. In 2017 the Company granted nonqualified options to purchase an aggregate of 45,000 shares of common stock in a range of $3.22 and $3.72 per share to certain employees. These options have a vesting schedule of four years and expire in ten years . The fair value of the options issued in 2017 was $41,113 . The weighted-average grant date fair value of stock options granted during 2017 was $0.91 per option. In 2016 , the Company granted nonqualified options to purchase an aggregate of 207,701 shares of common stock for between $0.79 and $4.27 per share to certain employees and a director. Of these options, 82,701 fully vested options were issued in conjunction with the merger of Ilios as replacement options for those previously granted Ilios options in Ilios. The remaining 125,000 options have a vesting schedule of four years and expire in ten years . The fair value of the options issued in 2016 was $236,315 . The weighted-average grant date fair value of stock options granted during 2016 was $1.14 per option. Stock option activity for the year ended December 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 45,000 $3.22-$3.72 3.35 Assumed in merger 156,124 $3.15-$30.33 10.35 Exercised (122,043 ) $0.79-$2.00 1.47 Canceled and forfeited (135,447 ) $2.60-30.33 9.28 Outstanding, December 31, 2017 1,061,552 $0.79-$18.15 $ 3.60 4.95 years $ 291,449 Exercisable, December 31, 2017 874,202 $ 3.46 $ 291,449 Vested and expected to vest, December 31, 2017 1,033,450 $ 3.58 $ 291,449 Using the Company's historical forfeiture rate of 15% , the table above uses said rate in the expected to vest calculation. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the average volatility of four comparable publicly traded companies. The average expected life was estimated using the simplified method to determine the expected life based on the vesting period and contractual terms, since it does not have the necessary historical exercise data to determine an expected life for stock options. The Company uses a single weighted-average expected life to value option awards and recognizes compensation on a straight-line basis over the requisite service period for each separately vesting portion of the awards. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term which approximates the expected life assumed at the date of grant. The weighted average assumptions used in the Black-Scholes option pricing model for options granted in 2017 and 2016 are as follows: Stock option awards: 2017 2016 Expected life 6.25 years 6.25 years Risk-free interest rate 1.86% 1.22% Expected volatility 23.10% 32.80% The Company granted restricted stock awards to its employees and directors. The performance based awards have vesting schedules of 25% or 33% per year beginning one year after the Company's IPO in 2014. Restricted stock activity for the year ended December 31, 2017 was as follows: Number of Restricted Stock Weighted Average Grant Date Fair Value Unvested, December 31, 2016 77,508 $ 1.31 Granted — — Vested (34,587 ) 1.31 Forfeited — — Unvested, December 31, 2017 42,921 $ 1.31 During the years ended December 31, 2017 and 2016 , the Company recognized stock-based compensation of $183,768 and $165,931 , respectively, related to the issuance of stock options and restricted stock. No tax benefit was recognized related to the stock-based compensation recorded during the years. At December 31, 2017 and 2016 , the total compensation cost related to unvested restricted stock awards and stock option awards not yet recognized is $281,554 and $444,939 , respectively. This amount will be recognized over a weighted average period of 1.57 years . |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Dec. 31, 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 Company currently does not have any Level 3 financial assets or liabilities. The following table presents the asset reported in the consolidated balance sheet measured at its fair value on a recurring basis as of December 31, 2017 by level within the fair value hierarchy. December 31, 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. $ 354,251 $ — $ 354,251 $ — $ (165,317 ) Total recurring fair value measurements $ 354,251 $ — $ 354,251 $ — $ (165,317 ) The Company utilizes a Level 2 category fair value measurement to value its investment in EuroSite Power Inc. as an available-for-sale security at period end. That measurement is equal to the quoted market closing price at period end. Since this security is not actively traded we are classifying as Level 2. |
Retirement plans
Retirement plans | 12 Months Ended |
Dec. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement plans | Retirement plans The Company has a defined contribution retirement plan (the “Plan”), which qualifies under Section 401(k) of the Internal Revenue Code (IRC). Under the Plan, employees meeting certain requirements may elect to contribute a percentage of their salary up to the maximum allowed by the IRC. The Company matches a variable amount based on participant contributions up to a maximum of 4.5% of each participant’s salary. The Company contributed approximately $231,945 and $96,641 to the Plan in 2017 and 2016 , respectively. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions The Company has two affiliated companies, namely Ultra Emissions Technologies S.ar.L, 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 ADGE for approximately $985,000 . Tecogen sold the majority of this equipment to specific customers during the year and plans to sell the remainder in the coming year. 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 S.ar.L 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 S.ar.L, formerly known as "Ultra Emissions Technologies Limited" ("Ultratek"), was originally 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 non US 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"), to purchase shares of 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 decreased to 43% . By unanimous written consent on October 24, 2017, the shareholders of Ultratek voted to dissolve Ultratek, thus terminating the joint venture agreement dated December 28, 2015 and the license agreement between the Company and Ultratek. 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 received its full $2,000,000 investment in Ultratek upon the completion of the liquidation process. Further, upon termination of the license agreement all intellectual property immediately reverted to the Company. Upon dissolution, the Company purchased all of the remaining assets of Ultratek, including new intellectual property that Ultratek developed and other assets, for a total purchase price of $400,000 . The net amount due from Ultratek as of December 31, 2017 and 2016 was $0 and $65,631 , respectively. TTcogen LLC On May 19, 2016, the Company along with Tedom a.s., an unrelated corporation incorporated in the Czech Republic and a European combined heat and power product manufacturer ("Tedom"), entered into a joint venture, pursuant to which the Company held a 50% participating interest and the remaining 50% interest was held by 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 sales leads to TTcogen regarding the products agreed to by the parties, and Tecogen had 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 because the Company did not guarantee the obligations of the joint venture nor commit to provide funding to the joint venture. On September 22, 2017, the Company notified Tedom and Tedom USA Inc., a Delaware subsidiary of Tedom (“Tedom USA”) that it was exercising its rights under the Joint Venture Agreement dated May 19, 2016 ("JVA") and the TTcogen LLC Operating Agreement ("LLC Operating Agreement"), to terminate the JVA and LLC Operating Agreement. This notice began the dissolution process under the LLC Operating Agreement. The Company is working with Tedom to wind up TTcogen as provided for in the JV Agreement and LLC Operating Agreement. Revenue from sales of cogeneration and chiller systems, parts, installations and service to TTcogen during the years ended December 31, 2017 and 2016 amounted to $347,275 and $93,143 , respectively. The amounts due to Tecogen from TTcogen and Tedom USA as of December 31, 2017 was $585,492 and $10,259 , respectively. The amounts due to Tecogen from TTcogen and Tedom USA as of December 31, 2016 was $107,377 and $692 , respectively. These amounts are recorded in the accompanying consolidated balance sheets as due from related parties. During the years ended December 31, 2017 and 2016 , the Company had a loan with John N. Hatsopoulos, the Co-Chief Executive Officer of both companies. Details of these transactions can be found in Note 9. "Convertible debentures and loan due to related party" . On December 23, 2013, the Company entered into a Senior Convertible Promissory Note with Michaelson Capital Special Finance Fund LP. On April 1, 2016, this note was amended to extend the maturity date and revise the security and conversion price. On December 14, 2017 the note was discharged. Details of this payoff and discharge can be found in Note 9. "Convertible debentures and loan due to related party" . John N. Hatsopoulos’ salary is $1.00 per year. On average, Mr. Hatsopoulos spends approximately 50% of his business time on the affairs of the Company; however such amount varies widely depending on the needs of the business and is expected to increase as the business of the Company develops. The Company subleases portions of its corporate offices and manufacturing facility to sub-tenants under annual sublease agreements. For the years ended December 31, 2017 and 2016 , the Company received $34,995 and $48,092 , respectively, from ADGE pre-merger and others. |
Segments (Notes)
Segments (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments | Segments As of December 31, 2017 , the Company was organized into two operating segments through which senior management evaluates the Company’s business. These segments, 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 4. "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 years ended December 31, 2017 and 2016 : Products and Services Energy Production Corporate, other and elimination (1) Total Year ended December 31, 2017 Revenue - external customers $ 29,368,726 $ 3,833,940 $ — $ 33,202,666 Intersegment revenue 750,692 — (750,692 ) — Total revenue 30,119,418 3,833,940 (750,692 ) 33,202,666 Gross profit 11,154,982 1,799,422 — 12,954,404 Identifiable assets 24,234,505 26,436,571 — 50,671,076 Year ended December 31, 2016 Revenue - external customers $ 24,490,386 $ — $ — $ 24,490,386 Intersegment revenue — — — — Total revenue 24,490,386 — — 24,490,386 Gross profit 9,300,678 — — 9,300,678 Identifiable assets 15,674,327 — 8,067,034 23,741,361 (1) Corporate, intersegment revenue, other and elimination includes various corporate assets. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes A reconciliation of the federal statutory income tax provision to the Company's actual provision for the years ended December 31, 2017 and 2016 is as follows: 2017 2016 Pre-tax book income (loss) $ 97,697 $ (1,161,245 ) Expected tax at 34% 33,217 (394,823 ) Permanent differences: Machinery & equipment 10,888 5,459 Stock compensation (179,084 ) — Non-deductible interest 10,788 — Other 26 754 State taxes: Current — — Deferred (24,960 ) (96,754 ) Other items: Federal research and development credits (33,406 ) (15,996 ) Change in valuation allowance 277,000 96,754 Deferred tax past year true-up's 191,355 (8,584 ) ADGE deferred tax assets and liabilities at purchase (3,702,013 ) — ADGE other post-closing adjustments (1,330,665 ) — Change in statutory tax rate for deferred tax assets-Federal 4,914,329 — Change in statutory tax rate for deferred tax assets-State (167,475 ) — Unbenefitted operating losses — 413,190 Income tax provision $ — $ — The components of net deferred tax assets recognized in the accompanying consolidated balance sheets at December 31, 2017 and 2016 are as follows: 2017 2016 Net operating loss carryforwards $ 7,429,000 $ 6,885,000 R&D and ITC credit carryforwards 203,000 145,000 Accrued expenses and other 879,000 1,740,000 Accounts receivable 6,000 11,000 Inventory 73,000 208,000 Property, plant and equipment 801,000 125,000 Deferred tax assets 9,391,000 9,114,000 Valuation allowance (9,391,000 ) (9,114,000 ) Deferred tax assets, net $ — $ — At December 31, 2017 , the Company had approximately $30,982,000 of Federal Loss Carryforwards that expire beginning in the year 2021 through 2037. In addition, the Company has varying amounts of state net operating losses, expiring at various dates starting in 2018 through 2037. The Tax Cuts and Jobs Act was enacted on December 22, 2017. A significant provision of the act was to reduce the statutory Federal tax rate from 34% to 21%. During 2017, the Company’s valuation allowance increased by $277,000 . This increase is net of a $4,747,000 decrease attributable to the reduction in tax rates, and was otherwise significantly affected by the absorption of deferred tax attributes associated with its acquisition of American DG Energy, Inc. In accordance with the provisions of the Income Taxes topic of the Codification, the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating losses. Management has determined that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets and, as a result, a full valuation allowance has been established for 2016 and 2017 respectively. Utilization of the NOL and research and development credit carryforwards are subject to a substantial annual limitation due to ownership changes, as provided by Section 382 of the Internal Revenue Code of 1986, as well as similar state provisions. Ownership changes may limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three -year period. The Company acquired a new subsidiary, American DG Energy, Inc. during 2017, by acquiring 100 percent of the company's stock. Accordingly, utilization of their consolidated and/or separately computed NOL and/or tax credit carryforwards will be subject to an annual limitation under Internal Revenue Code Section 382. Any such limitation may result in expiration of a portion of the NOL or tax credit carryforwards before utilization. The extent of the limitation, and related allocation and impact upon the NOL and credit carryforwards, has not been determined as of the financial statement reporting date. A full valuation allowance has been provided against the Company's loss carryforwards and, if an adjustment is required under Section 382, it would be offset by a corresponding adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment were required. The Company has not recorded any amounts for unrecognized tax benefits as of December 31, 2017 or 2016 . The Company files tax returns as prescribed by the tax laws of the jurisdiction in which it operates. In the normal course of business the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company is thus still open to examination from tax year 2014 for both federal and state jurisdictions. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events On February 26, 2018, the Company signed a Summary of Proposed Terms and Conditions ("Term Sheet") with a bank, which, upon successful due diligence and the successful execution of a loan agreement, is expected to provide a senior revolving credit facility of up to $10 million to provide working capital to the Company for a period of three years, with interest at LIBOR plus 3.0% . The Company has evaluated subsequent events through the date of this report and determined that there are no additional subsequent events that have occurred that would require recognition in the consolidated financial statements or disclosure in the notes thereto. |
Summary of significant accoun26
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board, or FASB. The FASB sets generally accepted accounting principles, or GAAP, to ensure financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, or ASC. The Company adopted the presentation requirements for noncontrolling interests required by ASC 810 Consolidation . Under ASC 810, earnings or losses attributed to the noncontrolling interests are reported as part of the consolidated earnings and not a separate component of income or expense. The accompanying 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, ADGE and Ilios Inc. and a joint venture, American DG New York, LLC, or ADGNY in which ADGE holds a 51.0% interest. As the controlling partner, all major decisions in respect of ADGNY are made by the ADGE in accordance with the joint venture agreement. The interests in the individual underlying energy system projects in ADGNY vary between ADGE and its joint venture partner. The noncontrolling interest and distributions are determined based on economic ownership. The economic ownership is calculated by the amount invested by the Company and the noncontrolling partner in each site. Each quarter, the Company calculates a year-to-date profit/loss for each site that is part of ADGNY and the noncontrolling interest percent of economic ownership in each site is applied to determine the noncontrolling interest share in the profit/loss. The same methodology is used to determine quarterly distributions of available cash to the noncontrolling interest partner. On the Company’s balance sheet, noncontrolling interest represents the joint venture partner’s investment in ADGNY, plus its share of after tax profits less any cash distributions. ADGE owned a controlling 51.0% legal and economic interest in ADGNY as of December 31, 2017 . 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. Noncontrolling interests in the net assets and operations of Ilios and ADGNY are reflected in the caption “Noncontrolling interest” in the accompanying consolidated financial statements. All intercompany transactions have been eliminated. 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 subsidiary. |
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. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. The Company maintains its cash balances in bank accounts, which at times may exceed the Federal Deposit Insurance Corporation’s general deposit insurance limits. The amount on deposit at December 31, 2017 and 2016 which exceeded the $250,000 federally insured limit were approximately $1,172,911 and $3,471,765 , respectively. The Company has not experienced any losses in such accounts and thus believes that it is not exposed to any significant credit risk on cash. There was one customer who represented more than 10% of revenues for the year ended December 31, 2017 and no customers who represented more than 10% of revenues for the year ended December 31, 2016 . The Company has approximately four hundred seventy customers who represented 100% of the revenues for the year ended December 31, 2017 . There were no customers who represented more than 10% of the accounts receivable balance as of December 31, 2017 , and one customer who represented 15% of the accounts receivable balance as of December 31, 2016 . |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity date of three months or less when purchased to be cash and cash equivalents. The Company has cash balances in certain financial institutions in amounts which occasionally exceed current federal deposit insurance limits. The financial stability of these institutions is continually reviewed by senior management. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and management’s evaluation of outstanding accounts receivable at the end of the year. Bad debts are written off against the allowance when identified. At December 31, 2017 and 2016 , the allowance for doubtful accounts was $22,400 and $29,665 , respectively. |
Inventory | Inventory Raw materials, work in process, and finished goods inventories are stated at the lower of cost, as determined by the average cost method, or market. The Company periodically reviews inventory quantities on hand for excess and/or obsolete inventory based primarily on historical usage, as well as based on estimated forecast of product demand. Any reserves that result from this review are charged to cost of sales. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful life of the asset, which range from three to fifteen years. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the assets or the term of the related leases. Expenditures for maintenance and repairs are expensed currently, while renewals and betterments that materially extend the life of an asset are capitalized. The Company receives rebates and incentives from various utility companies and governmental agencies which are accounted for as a reduction in the book value of the assets. The rebates are payable from the utility to the Company and are applied against the cost of construction, therefore reducing the book value of the installation. As a reduction of the facility construction costs, these rebates are treated as an investing activity in the statements of cash flows. The rebates received by the Company from the utilities that apply to the cost of construction are one time rebates based on the installed cost, capacity and thermal efficiency of the installed unit and are earned upon the installation and inspection by the utility and are not related to or subject to adjustment based on the future operating performance of the installed units. The rebate agreements with utilities are based on standard terms and conditions, the most significant being customer eligibility and post-installation work verification by a specific date. During 2017 the amount of rebates applied to the cost of construction was $64,395 . |
Intangible Assets | Intangible Assets Intangible assets subject to amortization include costs incurred by the Company to acquire product certifications, certain patent costs and developed technologies. These costs are amortized on a straight-line basis over the estimated economic life of the intangible asset. Indefinite life intangible assets such as trademarks are recorded at cost and not amortized. The Company reviews intangible assets for impairment when the circumstances warrant. |
Impairment of Long-Lived Assets | Impairment of Long-lived Assets Long-lived assets, including intangible assets and property, plant and equipment, are evaluated for impairment whenever events or changes in circumstances have indicated that an asset may not be recoverable and are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest charges) is less than the carrying value of the assets, the assets will be written down to the estimated fair value and such loss is recognized in income from continuing operations in the period in which the determination is made. Management determined that no impairment of long-lived assets existed as of December 31, 2017 . |
Goodwill | Goodwill The Company's goodwill was recorded as a result of the Company's asset acquisition of the permanent magnet generator technology in 2013 and the acquisition of ADGE in 2017. The Company tests its recorded goodwill for impairment as of the last day of the year, or more often if indicators of potential impairment exist, by determining if the carrying value of the Company's reporting units exceed estimated fair value. Factors that could trigger an interim impairment test include, but are not limited to, underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the Company's overall business, significant negative industry or economic trends and a sustained period where market capitalization, plus an appropriate control premium is less than stockholders' equity. The Company's impairment testing involves a step zero process. Step zero allows for management to first assess qualitative factors to determine whether it is more likely than not that the fair value of the intangible asset is less than its carrying value. As of December 31, 2017 , the Company determined that it was more likely than not that the fair value of the reporting units exceeded carrying value and therefore no impairment was recognized. |
Income (Loss) per Common Share | Income (loss) per Common Share The Company computes basic loss per share by dividing net income (loss) for the period by the weighted-average number of shares of common stock outstanding during the period. The Company computes its diluted earnings per common share using the treasury stock method. For purposes of calculating diluted earnings per share, the Company considers its shares issuable in connection with the convertible debentures, stock options and warrants to be dilutive common stock equivalents when the exercise/conversion price is less than the average market price of our common stock for the period. For the year ended December 31, 2017 , the Company included 171,594 dilutive shares resulting from exercise of stock options. All shares issuable for December 31, 2016 were anti-dilutive because of the reported net loss. |
Segment Information | Segment Information 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. Prior to the acquisition of ADGE (see Note 4. "Acquisition of American DG Energy Inc." ), the Company's operations were comprised of a single segment (see Note 16. "Segments" ). |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. The current or deferred tax consequences of transactions are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable currently or in future years. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities and expected future tax consequences of events that have been included in the financial statements or tax returns using enacted tax rates in effect for the years in which the differences are expected to reverse. Under this method, a valuation allowance is used to offset deferred taxes if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets may not be realized. Management evaluates the recoverability of deferred taxes and the adequacy of the valuation allowance annually. The Company has adopted the provisions of the accounting standards relative to accounting for uncertainties in tax positions. These provisions provide guidance on the recognition, de-recognition and measurement of potential tax benefits associated with tax positions. The Company elected to recognize interest and penalties related to income tax matters as a component of income tax expense in the statements of operations. The Company has analyzed its current tax return compliance positions and has determined that no uncertain tax positions have been taken that would require recognition. With few exceptions, the Company is no longer subject to possible income tax examinations by federal, state or local taxing authorities for tax years before 2014, with the exception of loss carryforwards in the event they are utilized in future years. The Company's tax returns are open to adjustment from 2001 forward, as a result of the fact that the Company has loss carryforwards from those years, which may be adjusted in the year those losses are utilized. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments are cash and cash equivalents, certificates of deposit, accounts receivable, available-for-sale securities, accounts payable, demand notes, and loans and convertible debentures due to related parties. The recorded values of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values based on their short-term nature. At December 31, 2017 , the recorded value on the consolidated balance sheet of the loan due to related party approximates fair value as the terms approximate those available for similar instruments. |
Revenue Recognition | Revenue Recognition Product and service revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Generally, sales of cogeneration and chiller units and parts are recognized when shipped and services are recognized over the term of the service period. Payments received in advance of services being performed are recorded as deferred revenue. 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 granted. For the years ended December 31, 2017 and 2016 , bill and hold transactions in revenue were $1,141,684 and $2,588,458 , respectively. 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, 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 selling price method. The amount of arrangement consideration that is allocated to a delivered unit of accounting is limited to the amount that is not contingent upon the delivery of another unit of accounting. When vendor-specific objective evidence or third-party evidence is not available, adopting the relative fair value method of allocation permits the Company to recognize revenue on specific elements as completed based on the estimated selling price. The Company generally uses internal pricing lists that determine sales prices to external customers in determining its best estimate of the selling price of the various deliverables in multiple-element arrangements. Changes in judgments made in estimating the selling price of the various deliverables could significantly affect the timing or amount of revenue recognition. The Company enters into sales arrangements with customers to sell its cogeneration and chiller units and related service contracts and occasionally installation services. Based on the fact that the Company sells each deliverable to other customers on a stand-alone basis, the Company has determined that each deliverable has a stand-alone value. Additionally, there are no rights of return relative to the delivered items; therefore, each deliverable is considered a separate unit of accounting. After the arrangement consideration has been allocated to each unit of accounting, the Company applies the appropriate revenue recognition method for each unit of accounting based on the nature of the arrangement and the services included in each unit of accounting. Cogeneration and chiller units are recognized when shipped and services are recognized over the term of the applicable agreement, or as provided when on a time and materials basis. In some cases, our customers may choose to have the Company engineer and install the system for them rather than simply purchase the cogeneration and/or chiller units. In this case, the Company accounts for revenue, or turnkey revenue, and costs using the percentage-of-completion method of accounting. Under the percentage-of-completion method of accounting, revenues are recognized by applying percentages of completion to the total estimated revenues for the respective contracts. Costs are recognized as incurred. The percentages of completion are determined by relating the actual cost of work performed to date to the current estimated total cost at completion of the respective contracts. When the estimate on a contract indicates a loss, the Company’s policy is to record the entire expected loss, as required by generally accepted accounting principles. The excess of contract costs and profit recognized to date on the percentage-of-completion accounting method in excess of billings is recorded as unbilled revenue. Billings in excess of related costs and estimated earnings are recorded as deferred revenue. Revenue from energy contracts is recognized when electricity, heat, and chilled water is produced by the cogeneration systems on-site. The Company bills each month based on various meter readings installed at each site. The amount of energy produced by on-site energy systems is invoiced, as determined by a contractually defined formula. Under certain energy contracts, the customer directly acquires the fuel to power the systems and receives credit for that expense from the Company. The credit is recorded as a cost of sale. Revenues from operations, including shared savings are recorded when provided and verified. Maintenance service revenue is recognized over the term of the agreement and is billed on a monthly basis in arrears. As a byproduct of the energy business, in some cases, the customer may choose to own the energy system rather than have it owned by ADGE. 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 records the entire expected loss, regardless of the percentage of completion. The excess of contract costs and profit recognized to date on the percentage-of-completion accounting method in excess of billings is recorded as unbilled revenue. Billings in excess of related costs and estimated earnings is recorded as deferred revenue. Customers may buy out their long-term obligation under energy contracts and purchase the underlying equipment from the Company. Any resulting gain on these transactions is recognized over the payment period in the accompanying consolidated statements of operations. The Company is able to participate in certain energy related programs and receive payments due to the availability of its energy systems. These programs provide incentive payments for either the reduction of electricity usage or the increase in electricity production during periods of peak usage throughout a utility territory. |
Presentation of Sales Taxes | Presentation of Sales Taxes The Company reports revenues net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions. |
Shipping and Handling Costs | Shipping and Handling Costs The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales. |
Advertising Costs | Advertising Costs The Company expenses the costs of advertising as incurred. For the years ended December 31, 2017 and 2016 , advertising expense was approximately $278,000 and $134,000 , respectively. |
Research and Development Costs | Research and Development Costs Research and development expenditures are expensed as incurred. The Company’s total research and development expenditures of approximately $937,000 and $677,100 were recognized for each of the years ended December 31, 2017 and 2016 , respectively. |
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 statements of operations over the requisite service period. The determination of the fair value of share-based payment awards is affected by the Company’s stock price. For the awards prior to the Company being publicly traded, the Company considered the sales price of the Common Stock in private placements to unrelated third parties as a measure of the fair value of its Common Stock. The Company utilizes actual forfeitures when calculating the expense for the period. Stock-based compensation expense recognized is based on awards that are ultimately expected to vest. The Company evaluates the assumptions used to value awards regularly and if factors change and different assumptions are employed, stock-based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Pursuant to ASC 505-50, Equity Based Payments to Non-Employees , the fair value of restricted Common Stock and stock options issued to nonemployees is revalued at each reporting period until the ultimate measurement date, as defined by ASC 505-50. The Company records the value of the instruments at the time services are provided and the instruments vest. Accordingly, the ultimate expense is not fixed until such instruments are fully vested. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 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 plans to adopt this accounting standard update on a modified retrospective basis in the first quarter of 2018. Management has completed its assessment of the impact of the new revenue recognition standard and concluded that no significant differences are expected to result upon adoption. In January 2016, the FASB issued an accounting standard update related to investments in equity securities requiring unrealized holding gains and losses to be included in net income. Prior to this update, unrealized holding gains and losses related to available-for-sale securities were included in accumulated other comprehensive income and not included in determining net income. This accounting standard update will be effective for the Company beginning in the first quarter of 2018 and is applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company plans to adopt this accounting standard update in the first quarter of 2018 which will result in reclassification of $165,317 of cumulative unrealized holding losses from accumulated other comprehensive loss to accumulated deficit. The future impact of recognizing unrealized holding gains or losses in net income is dependent on the movement in the stock prices related to such investments. 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 (Tables) | 12 Months Ended |
Dec. 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 years ended December 31, 2017 and 2016 , respectively, was as follows: 2017 2016 Net income (loss) attributable to stockholders $ 47,436 $ (1,096,283 ) Weighted average shares outstanding - Basic 23,171,033 19,295,922 Basic income (loss) per share $ 0.00 $ (0.06 ) Weighted average shares outstanding - Diluted 23,342,627 19,295,922 Diluted income (loss) per share $ 0.00 $ (0.06 ) Anti-dilutive shares underlying stock options outstanding 441,356 1,117,918 Anti-dilutive convertible debentures — 889,831 |
Acquisition of American DG En28
Acquisition of American DG Energy Inc. (Tables) | 12 Months Ended |
Dec. 31, 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 $ 1,542,137 Inventory 75,374 Prepaid and other current assets 358,628 Property, plant and equipment 12,186,664 Investment securities 519,568 Favorable contract asset 1,561,739 Financial liabilities (1,912,859 ) Unfavorable contract liability (8,341,922 ) Other liabilities (939 ) Total identifiable net assets 5,988,390 Noncontrolling interest in American DG New York, LLC (453,272 ) Goodwill 13,324,785 $ 18,859,903 |
Pro Forma Information | 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. Year ended December 31, 2017 2016 Total revenues $ 36,232,650 $ 29,674,375 Net income (loss) 113,255 (253,132 ) Basic earnings (loss) per share $ 0.01 $ (0.01 ) Diluted earnings (loss) per share $ 0.01 $ (0.01 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventories at December 31, 2017 and 2016 consisted of the following. 2017 2016 Gross raw materials $ 5,270,732 $ 4,658,872 Less - reserves (283,000 ) (266,000 ) Net raw materials 4,987,732 4,392,872 Work-in-process 11,852 144,528 Finished goods 131,221 236,864 $ 5,130,805 $ 4,774,264 |
Intangible assets other than 30
Intangible assets other than goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets and liabilities at December 31, 2017 and 2016 consist of the following: December 31, 2017 December 31, 2016 Intangible assets Cost Accumulated Amortization Net Cost Accumulated Amortization Net Product certifications $ 605,704 $ (285,341 ) $ 320,363 $ 544,651 $ (233,992 ) $ 310,659 Patents 808,323 (154,972 ) 653,351 681,155 (123,012 ) 558,143 Developed technology 240,000 (76,000 ) 164,000 240,000 (60,000 ) 180,000 Trademarks 19,540 — 19,540 17,165 — 17,165 In Process R&D 263,001 — 263,001 — — — Favorable contract asset 1,561,739 (85,536 ) 1,476,203 — — — $ 3,498,307 $ (601,849 ) $ 2,896,458 $ 1,482,971 $ (417,004 ) $ 1,065,967 Intangible liability Unfavorable contract liability $ 8,341,922 $ (612,255 ) $ 7,729,667 $ — $ — $ — |
Schedule of Estimated Future Amortization Expense | Non-contract related intangibles Contract related intangibles Total 2018 $ 185,398 $ (880,776 ) (695,378 ) 2019 168,748 (781,505 ) (612,757 ) 2020 162,591 (729,905 ) (567,314 ) 2021 149,160 (730,478 ) (581,318 ) 2022 142,083 (696,328 ) (554,245 ) Thereafter 592,733 (2,434,472 ) (1,841,739 ) $ 1,400,713 $ (6,253,464 ) $ (4,852,751 ) |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment at December 31, 2017 and 2016 consisted of the following: Estimated Useful Life (in Years) 2017 2016 Energy systems 1 - 15 years $ 12,466,642 $ — Machinery and equipment 5 - 7 years 1,215,951 1,009,893 Furniture and fixtures 5 years 205,320 141,874 Computer software 3 - 5 years 115,253 102,415 Leasehold improvements * 440,519 437,341 14,443,685 1,691,523 Less - accumulated depreciation and amortization (2,177,974 ) (1,174,380 ) Net property, plant and equipment $ 12,265,711 $ 517,143 * Lesser of estimated useful life of asset or lease term |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill by reportable segment during the year was as follows: Product and Service Energy Production Total Company Balance at December 31, 2016 $ 40,870 $ — $ 40,870 Acquisitions — 13,324,785 13,324,785 Balance at December 31, 2017 $ 40,870 $ 13,324,785 $ 13,365,655 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under all non-cancelable operating leases as of December 31, 2017 consist of the following: Years Ending December 31, Amount 2018 $ 588,021 2019 511,382 2020 513,742 2021 521,375 2022 529,115 2023 and thereafter 671,553 Total $ 3,335,188 |
Product warranty (Tables)
Product warranty (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Guarantees [Abstract] | |
Schedule of Product Warranty Reserve | Changes in the Company’s warranty reserve were as follows: Warranty reserve, December 31, 2015 $ 110,000 Warranty provision for units sold 169,180 Costs of warranty incurred (131,180 ) Warranty reserve, December 31, 2016 148,000 Warranty provision for units sold 128,100 Costs of warranty incurred (142,600 ) Warranty reserve, December 31, 2017 $ 133,500 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) - Tecogen | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock Option Activity | Stock option activity for the year ended December 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 45,000 $3.22-$3.72 3.35 Assumed in merger 156,124 $3.15-$30.33 10.35 Exercised (122,043 ) $0.79-$2.00 1.47 Canceled and forfeited (135,447 ) $2.60-30.33 9.28 Outstanding, December 31, 2017 1,061,552 $0.79-$18.15 $ 3.60 4.95 years $ 291,449 Exercisable, December 31, 2017 874,202 $ 3.46 $ 291,449 Vested and expected to vest, December 31, 2017 1,033,450 $ 3.58 $ 291,449 |
Summary of Weighted Average Assumptions Used in Black-Scholes Option Pricing | The weighted average assumptions used in the Black-Scholes option pricing model for options granted in 2017 and 2016 are as follows: Stock option awards: 2017 2016 Expected life 6.25 years 6.25 years Risk-free interest rate 1.86% 1.22% Expected volatility 23.10% 32.80% |
Schedule of Restricted Stock Activity | Restricted stock activity for the year ended December 31, 2017 was as follows: Number of Restricted Stock Weighted Average Grant Date Fair Value Unvested, December 31, 2016 77,508 $ 1.31 Granted — — Vested (34,587 ) 1.31 Forfeited — — Unvested, December 31, 2017 42,921 $ 1.31 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets 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 December 31, 2017 by level within the fair value hierarchy. December 31, 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. $ 354,251 $ — $ 354,251 $ — $ (165,317 ) Total recurring fair value measurements $ 354,251 $ — $ 354,251 $ — $ (165,317 ) |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Infomration by Reportable Segment | The following table presents information by reportable segment for the years ended December 31, 2017 and 2016 : Products and Services Energy Production Corporate, other and elimination (1) Total Year ended December 31, 2017 Revenue - external customers $ 29,368,726 $ 3,833,940 $ — $ 33,202,666 Intersegment revenue 750,692 — (750,692 ) — Total revenue 30,119,418 3,833,940 (750,692 ) 33,202,666 Gross profit 11,154,982 1,799,422 — 12,954,404 Identifiable assets 24,234,505 26,436,571 — 50,671,076 Year ended December 31, 2016 Revenue - external customers $ 24,490,386 $ — $ — $ 24,490,386 Intersegment revenue — — — — Total revenue 24,490,386 — — 24,490,386 Gross profit 9,300,678 — — 9,300,678 Identifiable assets 15,674,327 — 8,067,034 23,741,361 (1) Corporate, intersegment revenue, other and elimination includes various corporate assets. |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Federal Statutory Income Tax Provision To Company's Actual Provision | A reconciliation of the federal statutory income tax provision to the Company's actual provision for the years ended December 31, 2017 and 2016 is as follows: 2017 2016 Pre-tax book income (loss) $ 97,697 $ (1,161,245 ) Expected tax at 34% 33,217 (394,823 ) Permanent differences: Machinery & equipment 10,888 5,459 Stock compensation (179,084 ) — Non-deductible interest 10,788 — Other 26 754 State taxes: Current — — Deferred (24,960 ) (96,754 ) Other items: Federal research and development credits (33,406 ) (15,996 ) Change in valuation allowance 277,000 96,754 Deferred tax past year true-up's 191,355 (8,584 ) ADGE deferred tax assets and liabilities at purchase (3,702,013 ) — ADGE other post-closing adjustments (1,330,665 ) — Change in statutory tax rate for deferred tax assets-Federal 4,914,329 — Change in statutory tax rate for deferred tax assets-State (167,475 ) — Unbenefitted operating losses — 413,190 Income tax provision $ — $ — |
Schedule of Deferred Tax Assets | The components of net deferred tax assets recognized in the accompanying consolidated balance sheets at December 31, 2017 and 2016 are as follows: 2017 2016 Net operating loss carryforwards $ 7,429,000 $ 6,885,000 R&D and ITC credit carryforwards 203,000 145,000 Accrued expenses and other 879,000 1,740,000 Accounts receivable 6,000 11,000 Inventory 73,000 208,000 Property, plant and equipment 801,000 125,000 Deferred tax assets 9,391,000 9,114,000 Valuation allowance (9,391,000 ) (9,114,000 ) Deferred tax assets, net $ — $ — |
Nature of business and operat39
Nature of business and operations (Details) | May 18, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)segment$ / shares | Dec. 31, 2016USD ($)$ / shares |
Class of Stock [Line Items] | |||
Number of operating segments | segment | 2 | ||
Common stock, par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Shares issued in acquisition (shares) | shares | 4,662,937 | ||
Shares issued in acquisition, price per share (in USD per share) | $ / shares | $ 4.02 | ||
Issuance of stock to acquire American DG Energy, net | $ | $ 18,482,656 | $ 0 | |
American DG Energy | |||
Class of Stock [Line Items] | |||
Outstanding common shares acquired (percent) | 100.00% | ||
Common stock, par value (usd per share) | $ / shares | $ 0.001 | ||
Issuance of stock to acquire American DG Energy, net | $ | $ 18,745,007 | ||
Common stock | |||
Class of Stock [Line Items] | |||
Conversion exchange ratio | 0.092 | ||
Issuance of stock to acquire American DG Energy, net | $ | $ 4,663 |
Summary of significant accoun40
Summary of significant accounting policies - Concentration of Credit Risk (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)customer | Dec. 31, 2016USD ($)customer | |
Concentration Risk [Line Items] | ||
Cash, FDIC Insured Amount | $ | $ 250,000 | |
Cash, Uninsured Amount | $ | $ 1,172,911 | $ 3,471,765 |
Customer concentration risk | Revenues | ||
Concentration Risk [Line Items] | ||
Number of customer representing more than 10% of revenues or trade accounts receivable | 1 | 0 |
Number of customers | 470 | |
Customer concentration risk | Trade accounts receivable | ||
Concentration Risk [Line Items] | ||
Number of customer representing more than 10% of revenues or trade accounts receivable | 0 | |
Concentration risk, percentage | 10.00% | 15.00% |
Summary of significant accoun41
Summary of significant accounting policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Joint venture, percent owned | 51.00% | ||
Allowance for doubtful accounts | $ 22,400 | $ 29,665 | |
Dilutive shares resulting from stock option exercises included in the calculation of EPS (shares) | 171,594 | ||
Bill and Hold Transactions | $ 1,141,684 | 2,588,458 | |
Advertising expense | 278,000 | 134,000 | |
Research and development | $ 937,000 | $ 677,100 | |
Forecast | Accumulated Deficit | Adjustments for New Accounting Pronouncement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of new accounting principle | $ 165,317 | ||
Forecast | Accumulated Other Comprehensive Loss | Adjustments for New Accounting Pronouncement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of new accounting principle | $ (165,317) |
Summary of significant accoun42
Summary of significant accounting policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Property, Plant and Equipment [Line Items] | |
Utility rebates applied to cost of construction | $ 64,395 |
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 |
Income (loss) per common shar43
Income (loss) per common share - Schedule of Loss Per Common Share, Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) attributable to stockholders | $ 47,436 | $ (1,096,283) |
Weighted average shares outstanding - basic (shares) | 23,171,033 | 19,295,922 |
Basic income (loss) per share (in USD per share) | $ 0 | $ (0.06) |
Weighted average shares outstanding - diluted (shares) | 23,342,627 | 19,295,922 |
Diluted income (loss) per share (in USD per share) | $ 0 | $ (0.06) |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 441,356 | 1,117,918 |
Convertible Debenture | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 0 | 889,831 |
Acquisition of American DG En44
Acquisition of American DG Energy Inc. - Additional Information (Details) | May 18, 2017USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||
Energy production revenue | $ 3,833,940 | $ 0 | |
Gross profit | 12,954,404 | 9,300,678 | |
Payment of stock issuance costs | 377,246 | 0 | |
Shares issued in acquisition (shares) | shares | 4,662,937 | ||
Goodwill | 13,365,655 | $ 40,870 | |
Goodwill expected to be tax deductible | $ 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 | 374,156 | ||
American DG Energy | |||
Business Acquisition [Line Items] | |||
Ownership interest (percent) | 100.00% | ||
Gross profit | $ 1,799,422 | ||
Goodwill | $ 13,324,785 | ||
Common stock | |||
Business Acquisition [Line Items] | |||
Conversion ratio of American DG shares to Tecogen shares | 0.092 |
Acquisition of American DG En45
Acquisition of American DG Energy Inc. - Assets Acquired and Liabilities Assumed in Acquisition (Details) - USD ($) | May 18, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Tecogen common stock - 4,662,937 shares | $ 18,482,656 | $ 0 | |
Assumed fully vested equity awards | 114,896 | 0 | |
Financial liabilities | (7,729,667) | 0 | |
Noncontrolling interest in American DG New York, LLC | 455,611 | 0 | |
Goodwill | $ 13,365,655 | $ 40,870 | |
American DG Energy | |||
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 | ||
Financial assets | 1,542,137 | ||
Inventory | 75,374 | ||
Prepaid and other current assets | 358,628 | ||
Property, plant and equipment | 12,186,664 | ||
Investment securities | 519,568 | ||
Favorable contract asset | 1,561,739 | ||
Financial liabilities | (1,912,859) | ||
Unfavorable contract liability | (8,341,922) | ||
Other liabilities | (939) | ||
Total identifiable net assets | 5,988,390 | ||
Noncontrolling interest in American DG New York, LLC | (453,272) | ||
Goodwill | 13,324,785 | ||
Consideration transferred | $ 18,859,903 |
Acquisition of American DG En46
Acquisition of American DG Energy Inc. - Pro Forma Information (Details) - American DG Energy - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 36,232,650 | $ 29,674,375 |
Net income (loss) | $ 113,255 | $ (253,132) |
Basic earnings (loss) per share (in USD per share) | $ 0.01 | $ (0.01) |
Diluted earnings (loss) per share (in USD per share) | $ 0.01 | $ (0.01) |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Gross raw materials | $ 5,270,732 | $ 4,658,872 |
Less - reserves | (283,000) | (266,000) |
Net raw materials | 4,987,732 | 4,392,872 |
Work-in-process | 11,852 | 144,528 |
Finished goods | 131,221 | 236,864 |
Inventory, Net | $ 5,130,805 | $ 4,774,264 |
Intangible assets other than 48
Intangible assets other than goodwill - Narrative (Details) - USD ($) | May 18, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 99,310 | $ 98,310 | |
Net credit to cost of sales related to the amortization of contract related assets and liabilities | 526,719 | 0 | |
Fair Value, Benchmark Level of Margin Contribution, Percent | 35.00% | ||
Product Certifications | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Capitalized finited lived intangible assets | 61,053 | 30,035 | |
Patents | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Capitalized finited lived intangible assets | $ 181,637 | 77,240 | |
Patents | Minimum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finited lived intangible assets, estimated useful life | 7 years | ||
Patents | Maximum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finited lived intangible assets, estimated useful life | 10 years | ||
Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Capitalized finited lived intangible assets | $ 2,375 | $ 12,390 |
Intangible assets other than 49
Intangible assets other than goodwill - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 3,498,307 | $ 1,482,971 |
Less - accumulated amortization | (601,849) | (417,004) |
Intangible Assets, Net | 2,896,458 | 1,065,967 |
Product Certifications | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 605,704 | 544,651 |
Less - accumulated amortization | (285,341) | (233,992) |
Intangible Assets, Net | 320,363 | 310,659 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 808,323 | 681,155 |
Less - accumulated amortization | (154,972) | (123,012) |
Intangible Assets, Net | 653,351 | 558,143 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 240,000 | 240,000 |
Less - accumulated amortization | (76,000) | (60,000) |
Intangible Assets, Net | 164,000 | 180,000 |
Favorable contract asset | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,561,739 | 0 |
Less - accumulated amortization | (85,536) | 0 |
Intangible Assets, Net | 1,476,203 | 0 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 19,540 | 17,165 |
Less - accumulated amortization | 0 | 0 |
Intangible Assets, Net | 19,540 | 17,165 |
In Process R&D | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 263,001 | 0 |
Less - accumulated amortization | 0 | 0 |
Intangible Assets, Net | 263,001 | 0 |
Unfavorable Contract Liability | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible liability | 8,341,922 | 0 |
Less - accumulated amortization | (612,255) | 0 |
Intangible Liabilities, Net | $ 7,729,667 | $ 0 |
Intangible assets other than 50
Intangible assets other than goodwill - Schedule of Estimated Future Amortization Expense (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 2,896,458 | $ 1,065,967 |
Contract Asset and Liability | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,018 | 695,378 | |
2,019 | 612,757 | |
2,020 | 567,314 | |
2,021 | 581,318 | |
2,022 | 554,245 | |
Thereafter | 1,841,739 | |
Intangible assets, net | 4,852,751 | |
Contract Asset and Liability | Contract related intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,018 | 880,776 | |
2,019 | 781,505 | |
2,020 | 729,905 | |
2,021 | 730,478 | |
2,022 | 696,328 | |
Thereafter | 2,434,472 | |
Intangible assets, net | 6,253,464 | |
Contract Asset and Liability | Non-contract related intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,018 | 185,398 | |
2,019 | 168,748 | |
2,020 | 162,591 | |
2,021 | 149,160 | |
2,022 | 142,083 | |
Thereafter | 592,733 | |
Intangible assets, net | $ 1,400,713 |
Property, plant and equipment -
Property, plant and equipment - Summary of Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 14,443,685 | $ 1,691,523 | |
Less: accumulated depreciation and amortization | (2,177,974) | (1,174,380) | |
Net property, plant and equipment | $ 12,265,711 | 517,143 | |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life - years | 3 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life - years | 15 years | ||
Energy systems | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 12,466,642 | 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 | $ 1,215,951 | 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 | $ 205,320 | 141,874 | |
Useful life - years | 5 years | ||
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 115,253 | 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 | [1] | $ 440,519 | $ 437,341 |
[1] | Lesser of estimated useful life of asset or lease term |
Property, plant and equipment52
Property, plant and equipment -Depreciation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 1,114,540 | $ 165,695 |
Goodwill (Details)
Goodwill (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Goodwill [Line Items] | |
Goodwill, beginning | $ 40,870 |
Acquisitions | 13,324,785 |
Goodwill, ending | 13,365,655 |
Product and Service | |
Goodwill [Line Items] | |
Goodwill, beginning | 40,870 |
Acquisitions | 0 |
Goodwill, ending | 40,870 |
Energy Production | |
Goodwill [Line Items] | |
Goodwill, beginning | 0 |
Acquisitions | 13,324,785 |
Goodwill, ending | $ 13,324,785 |
Convertible debentures and lo54
Convertible debentures and loan due to related party (Details) - USD ($) | Dec. 14, 2017 | Dec. 23, 2013 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 26, 2018 | Sep. 30, 2017 | Apr. 01, 2016 | Mar. 31, 2016 |
Debt Instrument [Line Items] | |||||||||
Payment made to terminate senior convertible promissory note | $ 3,150,000 | $ 0 | |||||||
Michaelson | |||||||||
Debt Instrument [Line Items] | |||||||||
Related party ownership percentage | 5.00% | ||||||||
Convertible debentures | Michaelson | |||||||||
Debt Instrument [Line Items] | |||||||||
Payment made to terminate senior convertible promissory note | $ 3,150,000 | ||||||||
Principal amount | $ 3,000,000 | $ 3,150,000 | |||||||
Related party debt, stated interest rate | 4.00% | ||||||||
Debt term | 3 years | ||||||||
Conversion price in usd per share | $ 3.54 | $ 3.37 | |||||||
Percentage of principal and interest | 120.00% | ||||||||
Chief Executive Officer (John N. Hatsopoulos) | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan from related party | $ 850,000 | $ 850,000 | $ 850,000 | ||||||
Demand notes | Chief Executive Officer (John N. Hatsopoulos) | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (percent) | 6.00% | 6.00% | 6.00% | ||||||
Subsequent Event | Summary of Proposed Terms and Conditions | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility, maximum borrowing capacity | $ 10,000,000 |
Commitments and contingencies -
Commitments and contingencies - Operating Lease Obligations (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)vehicle | Dec. 31, 2016USD ($) | |
Office space and warehouse facilities | ||
Operating Leased Assets [Line Items] | ||
Rent expense, gross | $ 700,335 | $ 691,769 |
Rent expense, sublease rent offset | 34,995 | 63,842 |
Rent expense, net | 665,340 | 627,927 |
Vehicles | ||
Operating Leased Assets [Line Items] | ||
Rent expense, net | $ 1,571 | $ 6,918 |
Operating leased assets, number of assets | vehicle | 1 |
Commitments and contingencies56
Commitments and contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Dec. 31, 2017USD ($) |
Future minimum lease payments under all non-cancelable operating leases | |
2,018 | $ 588,021 |
2,019 | 511,382 |
2,020 | 513,742 |
2,021 | 521,375 |
2,022 | 529,115 |
2023 and thereafter | 671,553 |
Total | $ 3,335,188 |
Commitments and contingencies57
Commitments and contingencies - Agreement with Digital Energy Corp. (Details) | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Guarantee of obligations of EuroSite Power Inc. | $ 286,500 |
Guarantee liability | $ 10,000 |
Product warranty - Schedule of
Product warranty - Schedule of Product Warranty Reserve (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Guarantees [Abstract] | ||
Product warranty period | 1 year | |
Schedule of Product Warranty Reserve [Roll Forward] | ||
Warranty reserve, beginning balance | $ 148,000 | $ 110,000 |
Warranty provision for units sold | 128,100 | 169,180 |
Costs of warranty incurred | (142,600) | (131,180) |
Warranty reserve, ending balance | $ 133,500 | $ 148,000 |
Stockholders' equity - Common S
Stockholders' equity - Common Stock and Receivable from Shareholder (Details) | May 18, 2017shares | Apr. 13, 2016 | May 03, 2016shares | Dec. 31, 2017shares | Dec. 31, 2016shares | Apr. 30, 2016 | Feb. 13, 2013shares |
Class of Stock [Line Items] | |||||||
Conversion ratio of restricted Ilios shares to Company common shares | 7.86 | ||||||
Shares issued in acquisition (shares) | 4,662,937 | ||||||
Common stock, shares outstanding | 24,766,892 | 19,981,912 | |||||
Preferred stock, shares authorized | 10,000,000 | ||||||
Private Placement | Common stock | |||||||
Class of Stock [Line Items] | |||||||
Shares issued in exchange for Ilios shares (shares) | 670,464 | ||||||
Percentage of voting interests acquired (percent) | 100.00% | ||||||
American DG Energy | |||||||
Class of Stock [Line Items] | |||||||
Outstanding common shares acquired (percent) | 100.00% |
Stockholders' equity - Stock-Ba
Stockholders' equity - Stock-Based Compensation (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Historical forfeiture rate (percent) | 15.00% | ||||
Warrants granted | 900,000 | 250,000 | |||
Warrant exercise price per share (in dollars per share) | $ 4 | $ 4 | $ 4 | ||
Warrants exercised for investment in joint venture | $ 2,700,000 | ||||
Warrants expired (shares) | 225,000 | ||||
Options granted, exercise price range, lower limit (usd per share) | $ 3.22 | ||||
Options granted, exercise price range, upper limit (usd per share) | $ 3.72 | ||||
Warrant | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants exercised (shares) | 675,000 | ||||
Tecogen | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted | 45,000 | 207,701 | |||
Options granted, exercise price range, lower limit (usd per share) | $ 3.22 | $ 0.79 | |||
Options granted, exercise price range, upper limit (usd per share) | $ 3.72 | $ 4.27 | |||
Award vesting period | 4 years | ||||
Award expiration period | 10 years | ||||
Fair value of options issued | $ 41,113 | $ 236,315 | |||
Weighted-average grant date fair value of options granted | $ 0.91 | $ 1.14 | |||
Recognized stock-based compensation | $ 183,768 | $ 165,931 | |||
Compensation cost related to unvested restricted stock awards and stock option awards not yet recognized | $ 281,554 | $ 444,939 | |||
Compensation cost not yet recognized, weighted average period of recognition | 1 year 6 months 26 days | ||||
Tecogen | Restricted stock | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Tecogen | Restricted stock | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Vesting percentage | 33.00% | ||||
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 | 2,123,747 | 1,607,357 | |||
Options Issued in Conjunction with Ilios Merger | Tecogen | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted | 82,701 | ||||
Remaining Options | Tecogen | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted | 125,000 | ||||
Remaining Options | Tecogen | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Award expiration period | 10 years |
Stockholders' equity - Stock Op
Stockholders' equity - Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Exercise Price Per Share [Abstract] | ||
Granted, Exercise Price Lower Range Limit (usd per share) | $ 3.22 | |
Granted, Exercise Price Upper Range Limit (usd per share) | 3.72 | |
Assumed in merger Exercise Price Lower Range Limit (usd per share) | 3.15 | |
Assumed in merger, Exercise Price Upper Range Limit (usd per share) | $ 30.33 | |
Tecogen | ||
Stock Options Outstanding [Roll Forward] | ||
Beginning (shares) | 1,117,918 | |
Granted (shares) | 45,000 | 207,701 |
Assumed in merger (shares) | 156,124 | |
Exercised (shares) | (122,043) | |
Canceled and forfeited (shares) | (135,447) | |
Ending (shares) | 1,061,552 | 1,117,918 |
Exercisable (shares) | 874,202 | |
Vested and expected to vest (shares) | 1,033,450 | |
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) | 1.47 | |
Canceled and forfeited (usd per share) | 9.28 | |
Ending (usd per share) | 3.60 | $ 3.10 |
Exercisable (usd per share) | 3.46 | |
Vested and expected to vest (usd per share) | $ 3.58 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Outstanding, Aggregate Intrinsic Value | $ 291,449 | $ 1,415,150 |
Exercisable, Aggregate Intrinsic Value | 291,449 | |
Vested and expected to vest, Aggregate Intrinsic Value | $ 291,449 | |
Exercise Price Per Share [Abstract] | ||
Outstanding, Exercise Price Lower Range Limit (usd per share) | $ 0.79 | $ 0.79 |
Outstanding, Exercise Price Upper Range Limit (usd per share) | 5.39 | 5.39 |
Granted, Exercise Price Lower Range Limit (usd per share) | 3.22 | 0.79 |
Granted, Exercise Price Upper Range Limit (usd per share) | 3.72 | $ 4.27 |
Exercised, Exercise Price Range, Lower Range Limit (usd per share) | 1.20 | |
Exercised, Exercise Price Range, Upper Range Limit (usd per share) | 2.60 | |
Canceled and Forfeited, Exercise Price Lower Range Limit (usd per share) | 3.39 | |
Canceled and Forfeited, Exercise Price Upper Range Limit (usd per share) | $ 4.96 | |
Stock Options | Tecogen | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Outstanding, Weighted Average Remaining Life | 4 years 11 months 12 days | 5 years |
Stockholders' equity - Weighted
Stockholders' equity - Weighted Average Assumptions (Details) - Tecogen - Stock Options | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 6 years 3 months | 6 years 3 months |
Risk-free interest rate | 1.86% | 1.22% |
Expected volatility | 23.10% | 32.80% |
Stockholders' equity - Restrict
Stockholders' equity - Restricted Stock Activity (Details) - Tecogen - Restricted stock | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Unvested Restricted Stock [Roll Forward] | |
Unvested, Beginning (shares) | shares | 77,508 |
Granted (shares) | shares | 0 |
Vested (shares) | shares | (34,587) |
Forfeited (shares) | shares | 0 |
Unvested, Ending (shares) | shares | 42,921 |
Weighted Average Grant Date Fair Value [Roll Forward] | |
Unvested, Beginning (usd per share) | $ / shares | $ 1.31 |
Granted (usd per share) | $ / shares | 0 |
Vested (usd per share) | $ / shares | 1.31 |
Forfeited (usd per share) | $ / shares | 0 |
Unvested, Ending (usd per share) | $ / shares | $ 1.31 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total gains (losses) | $ (165,317) |
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 | 354,251 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total recurring fair value measurements | 0 |
Estimate of Fair Value Measurement | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total recurring fair value measurements | 354,251 |
Eurosite Power Inc. | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total gains (losses) | (165,317) |
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 | 354,251 |
Eurosite Power Inc. | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale equity securities | 0 |
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 | $ 354,251 |
Retirement plans (Details)
Retirement plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | ||
Maximum employer annual contribution per employee, percent | 4.50% | |
Contributions to plan | $ 231,945 | $ 96,641 |
Related party transactions (Det
Related party transactions (Details) | Aug. 02, 2016$ / sharesshares | Jan. 31, 2017USD ($) | Jul. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2017USD ($)company | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)$ / shares | May 19, 2016 | Dec. 28, 2015USD ($) |
Related Party Transaction [Line Items] | ||||||||
Number of affiliated companies | company | 2 | |||||||
Equity interest in joint venture (percent) | 43.00% | |||||||
Warrant exercise price per share (in dollars per share) | $ / shares | $ 4 | $ 4 | ||||||
Proceeds from exercise of warrants | $ 2,700,000 | $ 0 | $ 2,700,000 | |||||
Investments in joint venture | $ 13,500,000 | |||||||
Return of investment in Ultra Emissions Technologies Ltd | 2,000,000 | 0 | ||||||
Purchase of remaining assets of Ultratek | 580,044 | 139,725 | ||||||
Office space and warehouse facilities | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sublease rental | 34,995 | 63,842 | ||||||
Affiliated companies | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payments to acquire used equipment | $ 985,000 | |||||||
Affiliated companies | Sublease under operating leased assets | Office space and warehouse facilities | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sublease rental | 48,092 | 34,995 | ||||||
Affiliated companies | TTcogen, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due from related party | 585,492 | 107,377 | ||||||
Revenue from related parties | 347,275 | 93,143 | ||||||
Affiliated companies | Tedom USA | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due from related party | 10,259 | 692 | ||||||
Affiliated companies | Ultratek | ||||||||
Related Party Transaction [Line Items] | ||||||||
Return of investment in Ultra Emissions Technologies Ltd | 2,000,000 | |||||||
Purchase of remaining assets of Ultratek | 400,000 | |||||||
Due from related party | 0 | $ 65,631 | ||||||
Co-venturer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Investments in joint venture | 8,500,000 | |||||||
Chief Executive Officer (John N. Hatsopoulos) | ||||||||
Related Party Transaction [Line Items] | ||||||||
Officers' compensation | $ 1 | |||||||
Percentage of time spent on company affairs | 50.00% | |||||||
Ultra Emissions Technology Ltd. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity interest in joint venture (percent) | 50.00% | |||||||
TTcogen, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity interest in joint venture (percent) | 50.00% | |||||||
Offshore Investors | ||||||||
Related Party Transaction [Line Items] | ||||||||
Investment by other party to joint venture | $ 3,000,000 | |||||||
Tedom a.s. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity interest in joint venture (percent) | 50.00% | |||||||
Warrant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants exercised (shares) | shares | 675,000 | |||||||
Warrant | Ultra Emissions Technology Ltd. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants exercised (shares) | shares | 2,000,000 | |||||||
Warrant exercise price per share (in dollars per share) | $ / shares | $ 1 | |||||||
Chief Executive Officer (John N. Hatsopoulos) | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan from related party | $ 850,000 | $ 850,000 | ||||||
Chief Executive Officer (John N. Hatsopoulos) | Demand notes | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stated interest rate (percent) | 6.00% | 6.00% |
Segments (Details)
Segments (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 2 | |
Revenue | $ 33,202,666 | $ 24,490,386 |
Energy production revenue | 3,833,940 | 0 |
Gross profit | 12,954,404 | 9,300,678 |
Identifiable assets | 50,671,076 | 23,741,361 |
Products and Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 30,119,418 | 24,490,386 |
Gross profit | 11,154,982 | 9,300,678 |
Identifiable assets | 24,234,505 | 15,674,327 |
Energy Production | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3,833,940 | 0 |
Gross profit | 1,799,422 | 0 |
Identifiable assets | 26,436,571 | 0 |
Corporate, other and elimination | ||
Segment Reporting Information [Line Items] | ||
Revenue | (750,692) | 0 |
Gross profit | 0 | 0 |
Identifiable assets | 0 | 8,067,034 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 33,202,666 | 24,490,386 |
Operating Segments | Products and Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 29,368,726 | 24,490,386 |
Operating Segments | Corporate, other and elimination | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 0 |
Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 0 |
Intersegment Eliminations | Products and Services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 750,692 | 0 |
Intersegment Eliminations | Energy Production | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 0 |
Intersegment Eliminations | Corporate, other and elimination | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ (750,692) | $ 0 |
Income taxes - Reconciliation o
Income taxes - Reconciliation of Federal Statutory Income Tax Provision to Company's Actual Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Line Items] | ||
Federal statutory income tax rate (percent) | 34.00% | |
Pre-tax book income | $ 97,696 | $ (1,161,245) |
Income tax provision | 0 | 0 |
Income Tax Provision | ||
Income Tax Disclosure [Line Items] | ||
Pre-tax book income | 97,697 | (1,161,245) |
Expected tax at 34% | 33,217 | (394,823) |
Machinery & equipment | 10,888 | 5,459 |
Stock compensation | (179,084) | 0 |
Non-deductible interest | 10,788 | 0 |
Other | 26 | 754 |
Current | 0 | 0 |
Deferred | (24,960) | (96,754) |
Federal research and development credits | (33,406) | (15,996) |
Change in valuation allowance | 277,000 | 96,754 |
Deferred tax past year true-up's | 191,355 | (8,584) |
ADGE deferred tax assets and liabilities at purchase | (3,702,013) | 0 |
ADGE other post-closing adjustments | (1,330,665) | 0 |
Change in statutory tax rate for deferred tax assets-Federal | 4,914,329 | 0 |
Change in statutory tax rate for deferred tax assets-State | (167,475) | 0 |
Unbenefitted operating losses | 0 | 413,190 |
Income tax provision | $ 0 | $ 0 |
Income taxes - Schedule of Defe
Income taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 7,429,000 | $ 6,885,000 |
R&D and ITC credit carryforwards | 203,000 | 145,000 |
Accrued expenses and other | 879,000 | 1,740,000 |
Accounts receivable | 6,000 | 11,000 |
Inventory | 73,000 | 208,000 |
Property, plant and equipment | 801,000 | 125,000 |
Deferred tax assets | 9,391,000 | 9,114,000 |
Valuation allowance | (9,391,000) | (9,114,000) |
Deferred tax assets, net | $ 0 | $ 0 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
Decrease attributable to reduction in tax rates | $ 4,747,000 | |
Internal Revenue Service (IRS) | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 30,982,000 | |
Income Tax Provision | ||
Operating Loss Carryforwards [Line Items] | ||
Change in valuation allowance | $ 277,000 | $ 96,754 |
Subsequent events Subsequent Ev
Subsequent events Subsequent Events (Details) - Summary of Proposed Terms and Conditions - Revolving credit facility - Subsequent Event | Feb. 26, 2018USD ($) |
Subsequent Event [Line Items] | |
Credit facility, maximum borrowing capacity | $ 10,000,000 |
LIBOR | |
Subsequent Event [Line Items] | |
Basis spread on variable rate (percent) | 3.00% |