Document and Entity Information
Document and Entity Information Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | TECOGEN INC. | |
Entity Central Index Key | 1,537,435 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 24,819,646 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 1,015,435 | $ 1,673,072 |
Accounts receivable, net | 11,440,542 | 9,536,673 |
Unbilled revenue | 4,540,997 | 3,963,133 |
Inventory, net | 5,533,590 | 5,130,805 |
Due from related party | 0 | 585,492 |
Prepaid and other current assets | 855,366 | 771,526 |
Total current assets | 23,385,930 | 21,660,701 |
Property, plant and equipment, net | 11,361,440 | 12,265,711 |
Intangible assets, net | 2,951,033 | 2,896,458 |
Goodwill | 13,365,655 | 13,365,655 |
Other assets | 408,129 | 482,551 |
TOTAL ASSETS | 51,472,187 | 50,671,076 |
Current liabilities: | ||
Revolving line of credit, bank | 2,557,817 | 0 |
Accounts payable | 4,961,741 | 5,095,285 |
Accrued expenses | 1,946,301 | 1,416,976 |
Deferred revenue | 1,804,354 | 1,293,638 |
Loan due to related party | 0 | 850,000 |
Interest payable, related party | 0 | 52,265 |
Total current liabilities | 11,270,213 | 8,708,164 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 319,663 | 538,100 |
Unfavorable contract liability, net | 6,782,608 | 7,729,667 |
Total liabilities | 18,372,484 | 16,975,931 |
Commitments and contingencies | ||
Tecogen Inc. shareholders’ equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 24,819,646 and 24,766,892 issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 24,819 | 24,767 |
Additional paid-in capital | 56,317,160 | 56,176,330 |
Accumulated other comprehensive loss-investment securities | 0 | (165,317) |
Accumulated deficit | (23,695,154) | (22,796,246) |
Total Tecogen Inc. stockholders’ equity | 32,646,825 | 33,239,534 |
Noncontrolling interest | 452,878 | 455,611 |
Total stockholders’ equity | 33,099,703 | 33,695,145 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 51,472,187 | $ 50,671,076 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 24,819,646 | 24,766,892 |
Common stock, shares outstanding | 24,819,646 | 24,766,892 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues | ||||
Products | $ 2,483,657 | $ 3,116,198 | $ 6,157,163 | $ 5,923,543 |
Services | 4,461,283 | 3,700,150 | 9,180,669 | 7,739,570 |
Energy production | 1,508,225 | 774,192 | 3,290,760 | 774,192 |
Total revenues | 8,453,165 | 7,590,540 | 18,628,592 | 14,437,305 |
Cost of sales | ||||
Products | 1,491,810 | 1,965,881 | 3,900,925 | 3,722,730 |
Services | 2,962,040 | 2,307,494 | 5,744,894 | 4,482,739 |
Energy production | 839,721 | 330,543 | 1,985,376 | 330,543 |
Total cost of sales | 5,293,571 | 4,603,918 | 11,631,195 | 8,536,012 |
Gross profit | 3,159,594 | 2,986,622 | 6,997,397 | 5,901,293 |
Operating expenses | ||||
General and administrative | 2,750,705 | 2,406,244 | 5,540,255 | 4,615,148 |
Selling | 635,396 | 607,511 | 1,310,514 | 1,054,963 |
Research and development | 409,779 | 218,724 | 712,009 | 399,339 |
Total operating expenses | 3,795,880 | 3,232,479 | 7,562,778 | 6,069,450 |
Loss from operations | (636,286) | (245,857) | (565,381) | (168,157) |
Other income (expense) | ||||
Interest income and other expense, net | 4,830 | 7,397 | 3,758 | 6,184 |
Interest expense | (9,802) | (38,082) | (22,815) | (69,784) |
Unrealized loss on investment securities | (59,042) | 0 | (78,723) | 0 |
Total other expense, net | (64,014) | (30,685) | (97,780) | (63,600) |
Loss before income taxes | (700,300) | (276,542) | (663,161) | (231,757) |
Provision for state income taxes | 38,864 | 0 | 38,864 | 0 |
Consolidated net loss | (739,164) | (276,542) | (702,025) | (231,757) |
Income attributable to the noncontrolling interest | (15,186) | (16,998) | (31,567) | (16,998) |
Net loss attributable to Tecogen Inc. | $ (754,350) | (293,540) | $ (733,592) | (248,755) |
Other comprehensive loss - unrealized loss on securities | (224,359) | (224,359) | ||
Comprehensive loss | $ (517,899) | $ (473,114) | ||
Net loss per share - basic and diluted (in USD per share) | $ (0.03) | $ (0.01) | $ (0.03) | $ (0.01) |
Weighted average shares outstanding - basic and diluted | 24,818,459 | 23,120,351 | 24,811,034 | 21,587,589 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net loss | $ (702,025) | $ (231,757) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, accretion and amortization, net | 386,250 | 242,876 |
Gain on contract termination | (124,732) | 0 |
Provision on inventory reserve | 1,000 | 25,609 |
Stock-based compensation | 78,478 | 97,684 |
Non-cash interest expense | 0 | 389 |
Loss on sale of assets | 13,343 | 2,909 |
Provision for losses on accounts receivable | 4,395 | 1,335 |
Changes in operating assets and liabilities, net of effects of acquisitions | ||
Accounts receivable | (1,732,029) | 355,740 |
Unbilled revenue | (345,324) | (952,864) |
Inventory, net | (403,785) | (1,242,782) |
Due from related party | 585,492 | (118,612) |
Prepaid expenses and other current assets | (83,840) | (99,601) |
Other non-current assets | 74,424 | 65,687 |
Increase (decrease) in: | ||
Accounts payable | (1,017,610) | 786,419 |
Accrued expenses and other current liabilities | 529,325 | (10,362) |
Deferred revenue | 247,669 | 176,852 |
Interest payable, related party | (52,265) | 8,523 |
Net cash used in operating activities | (2,541,234) | (891,955) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (149,453) | (209,265) |
Proceeds from sale of assets | 3,606 | 0 |
Purchases of intangible assets | (149,264) | (22,539) |
Cash acquired in asset acquisition | 442,786 | 971,454 |
Expenses associated with asset acquisition | (900) | 0 |
Payment of stock issuance costs | 0 | (365,566) |
Distributions to noncontrolling interest | (34,300) | 0 |
Net cash provided by investing activities | 112,475 | 374,084 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolving line of credit | 5,053,453 | 0 |
Payments on revolving line of credit | (2,350,625) | 0 |
Payments for debt issuance costs | (145,011) | 0 |
Proceeds from the exercise of stock options | 63,305 | 114,034 |
Payment on loan due to related party | (850,000) | 0 |
Net cash provided by financing activities | 1,771,122 | 114,034 |
Change in cash and cash equivalents | (657,637) | (403,837) |
Cash and cash equivalents, beginning of the period | 1,673,072 | 3,721,765 |
Cash and cash equivalents, end of the period | 1,015,435 | 3,317,928 |
Non-cash investing and financing activities: | ||
Cash paid for interest | 79,079 | 0 |
Cash paid for taxes | 38,864 | 0 |
Issuance of stock to acquire American DG Energy | 0 | 18,745,007 |
Issuance of Tecogen stock options in exchange for American DG Energy options | $ 0 | $ 114,896 |
Description of business and bas
Description of business and basis of presentation | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Description of business and basis of presentation | Description of Business and Basis of Presentation Description of business Tecogen Inc., or the Company, we, our or us produces commercial and industrial, natural-gas-fueled engine-driven, combined heat and power (CHP) products that reduce energy costs, decrease greenhouse gas emissions and alleviate congestion on the national power grid. The Company’s products supply electric power or mechanical power for cooling, while heat from the engine is recovered and purposefully used at a facility. The Company also installs, owns, operates and maintains complete energy systems and other complementary systems at customer sites and sells electricity, hot water, heat and cooling energy under long-term contracts at prices guaranteed to the customer to be below conventional utility rates. The majority of the Company’s customers are located in regions with the highest utility rates, typically California, the Midwest and the Northeast. The Company's common stock is listed on NASDAQ under the ticker symbol TGEN. On May 18, 2017, the Company acquired 100% of the outstanding common stock of American DG Energy Inc., formerly a related entity, in a stock-for-stock merger (see Note 4. Acquisition of American DG Energy Inc. ). Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . The condensed consolidated balance sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in Tecogen's Annual Report on Form 10-K for the year ended December 31, 2017 . There have been certain changes in accounting principles as discussed below in the section entitled "Significant New Accounting Standards Adopted this Period." The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and entities in which it has a controlling financial interest. Those entities include the Company's wholly-owned subsidiaries American DG Energy Inc., TTcogen LLC, and a joint venture, American DG New York, LLC, in which American DG Energy Inc. holds a 51% interest. Investments in partnerships and companies in which the Company does not have a controlling financial interest but where we have significant influence are accounted for under the equity method. Any intercompany transactions have been eliminated in consolidation. The Company’s operations are comprised of two business segments. Our Products and Services segment designs, manufactures and sells industrial and commercial cogeneration systems as described above. Our Energy Production segment sells energy in the form of electricity, heat, hot water and cooling to our customers under long-term sales agreements. Reclassification Certain prior period amounts have been reclassified to conform with current year presentation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The provisions for income taxes in the accompanying unaudited consolidated statements of operations differ from that which would be expected by applying the federal statutory tax rate primarily due to losses for which no benefit is recognized. Significant New Accounting Standards Adopted this Period Revenue Recognition. In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update (ASU 2014-09) related to revenue from contracts with customers, which, along with amendments issued in 2015 and 2016, supersedes nearly all current U.S. GAAP guidance on this topic and eliminates 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. The Company adopted this accounting standard update on a modified retrospective basis in the first quarter of 2018. See Note 2. , Revenue for further discussion. Investments in Equity Securities. 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 became 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 January 1, 2018. The Company adopted this accounting standard update in the first quarter of 2018 which resulted 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. Significant New Accounting Standards or Updates Not Yet Effective Leases In February 2016, the FASB issued an accounting standard update related to leases requiring lessees to recognize operating and financing lease liabilities on the balance sheet, as well as corresponding right-of-use assets. The new lease standard also makes some changes to lessor accounting and aligns key aspects of the lessor accounting model with the revenue recognition standard. In addition, disclosures will be required to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2019 on a modified retrospective basis, and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition [Abstract] | |
Revenue | Revenue Revenue is recognized when performance obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of control of our products, services and energy production. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services or energy to customers. Shipping and handling fees billed to customers in a sales transaction are recorded in revenue and shipping and handling costs incurred are recorded in cost of sales. The Company has elected to exclude from revenue any value add sales and other taxes which it collects concurrent with revenue-producing activities. These accounting policy elections are consistent with the manner in which the Company historically recorded shipping and handling fees and taxes. Incremental costs incurred by us in obtaining a contract with a customer are negligible, if any, and are expensed ratably in proportion to the related revenue recognized. The application of ASU 2014-09 did not have an impact upon adoption or on the amounts reported for the interim period ended June 30, 2018 as compared with the guidance that was in effect before the adoption and application of ASU 2014-09. Disaggregated Revenue In general, the Company's business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment's results of operations. The following table further disaggregates our revenue by major source by segment for the three and six months ended June 30, 2018 . Three Months Ended June 30, 2018 Products and Services Energy Production Total Products $ 2,483,657 $ — $ 2,483,657 Installation services 2,296,606 — 2,296,606 Maintenance services 2,164,677 — 2,164,677 Energy production — 1,508,225 1,508,225 Total revenue $ 6,944,940 $ 1,508,225 $ 8,453,165 Six Months Ended June 30, 2018 Products and Services Energy Production Total Products $ 6,157,163 $ — $ 6,157,163 Installation services 4,698,405 — 4,698,405 Maintenance services 4,482,264 — 4,482,264 Energy production — 3,290,760 3,290,760 Total revenue $ 15,337,832 $ 3,290,760 $ 18,628,592 Product and Services Segment Products. We transfer control and generally recognize a sale when we ship a product from our manufacturing facility at which point a customer takes ownership of the product. Payment terms on product sales are generally 30 days. We recognize revenue in certain circumstances before delivery to the customer has occurred (commonly referred to as bill and hold transactions). We recognize revenue related to such transactions once, among other things, the customer has made a written fixed commitment to purchase the product(s) under normal billing and credit terms, the customer has requested the product(s) be held for future delivery as scheduled and designated by them, risk of ownership has been assumed by the customer, and the product(s) are tagged as sold and segregated for storage awaiting further direction from the customer. Due to the infrequent nature and duration of bill and hold arrangements, the value associated with custodial storage services is deemed immaterial in the context of the contract and in total, and accordingly, none of the transaction price is allocated to such service. Depending on the product and terms of the arrangement, we may defer the recognition of a portion of the transaction price received because we have to satisfy a future obligation (e.g., product start-up service). Amounts allocated to product start-up services are recognized as revenue when the start-up service has been completed. We use an observable selling price to determine standalone selling prices where available and either a combination of an adjusted market assessment approach, an expected cost plus a margin approach, and/or a residual approach to determine the standalone selling prices for separate performance obligations as a basis for allocating contract consideration when an observable selling price is not available. Amounts received but not recognized pending completion of performance are recognized as contract liabilities and are recorded as deferred revenue along with deposits by customers. Installation Services. We provide both complete turnkey installation services and what we refer to as light installation services. Complete turnkey installation services typically include all necessary engineering and design, labor, subcontract labor and service, and ancillary products and parts necessary to install a cogeneration unit including integration into the customers’ existing electrical and mechanical systems. Light installation services typically include some engineering and design as well as certain ancillary products and parts necessary for the customers’ installation of a cogeneration unit. Under light installation contracts, revenue related to ancillary products and parts is recognized when we transfer control of such items to the customer, generally when we ship them from our manufacturing facility, with revenue related to engineering and design services being recognized at the point where the customer can benefit from the service, generally as completed. Generally billings under light installation contracts are made when shipped and/or completed, with payment terms generally being 30 days. Under complete turnkey installation service contracts revenue is recognized over time using the percentage-of-completion method determined on a cost to cost basis. Our performance obligation under such contracts is satisfied progressively over time as enhancements are made to customer owned and controlled properties. We measure progress towards satisfaction of the performance obligation based on an input method based on cost which we believe is the most faithful depiction of the transfer of products and services to the customer under these contracts. When the financial metrics of a contract indicate a loss, our policy is to record the entire expected loss as soon as it is known. Contract costs and profit recognized to date under the percentage-of-completion method in excess of billings are recognized as contract assets and are recorded as unbilled revenue. Billings in excess of contract costs and profit are recognized as contract liabilities and are recorded as deferred revenue. Generally billings under complete turnkey installation contracts are made when contractually determined milestones of progress have been achieved, with payment terms generally being 30 days. Maintenance Services. Maintenance services are provided under either long-term maintenance contracts or one-time maintenance contracts. Revenue under one-time maintenance contracts is recognized when the maintenance service is completed. Revenue under long-term maintenance contracts is recognized either ratably over the term of the contract where the contract price is fixed or when the periodic maintenance activities are completed where the invoiced cost to the customer is based on run hours or kilowatts produced in a given period. We use an output method to measure progress towards completion of our performance obligation which results in the recognition of revenue on the basis of a direct measurement of the value to the customer of the services transferred to date relative to the remaining services promised under the contract. We use the practical expedient at ASC 606-10-55-18 of recognizing revenue in an amount equal to that amount to which we have the right to invoice the customer under the contract. Energy Production Segment Energy Production. Revenue from energy contracts is recognized when electricity, heat, hot and/or chilled water is produced by the Company owned on-site cogeneration systems. Each month we bill the customer and recognize revenue for the various forms of energy delivered, based on meter readings which capture the quantity of the various forms of energy delivered in a given month, under a contractually defined formula which takes into account the current month's cost of energy from the local power utility. As the various forms of energy delivered by us under energy production contracts are simultaneously delivered and consumed by the customer, our performance obligation under these contracts is considered to be satisfied over time. We use an output method to measure progress towards completion of our performance obligation which results in the recognition of revenue on the basis of a direct measurement of the value to the customer of the services transferred to date relative to the remaining services promised under the contract. We use the practical expedient at ASC 606-10-55-18 of recognizing revenue in an amount equal to that amount to which we have the right to invoice the customer under the contract. Payment terms on invoices under these contracts are generally 30 days. Contract Balances The timing of revenue recognition, billings and cash collections result in billed accounts receivable, unbilled revenue (contract assets) and deferred revenue, consisting of customer deposits and billings in excess of revenue recognized (contract liabilities) on the Consolidated Condensed Balance Sheets. Revenue recognized during the quarter ended June 30, 2018 that was included in unbilled revenue at the beginning of the period was approximately $1.5 million . Approximately $1.7 million of revenue was billed in this period that had been recognized in previous periods. Revenue recognized during the quarter ended June 30, 2018 that was included in deferred revenue at the beginning of the period was approximately $1.1 million . The increase in the deferred revenue balance during the quarter ended June 30, 2018 is primarily a result of $1.1 million of revenue recognized during the period that was included in the deferred revenue balance at the beginning of the quarter, offset by cash payments of $1.7 million received in advance of satisfying performance obligations. Remaining Performance Obligations Remaining performance obligations related to ASC 606 represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year, excluding certain maintenance contracts and all energy production contracts where a direct measurement of the value to the customer is used as a method of measuring progress towards completion of our performance obligation. Exclusion of these remaining performance obligations is due in part to the inability to quantify values based on unknown future levels of delivery and in some cases rates used to bill customers. Remaining performance obligations therefore consist of unsatisfied or partially satisfied performance obligations related to fixed price maintenance contracts and installation contracts. As of June 30, 2018 , the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $12.7 million . The Company expects to recognize revenue of approximately 96% of the remaining performance obligations over the next 24 months, 58% recognized in the first 12 months and 38% recognized over the subsequent 12 months, and the remainder recognized thereafter. |
Loss Per Common Share
Loss Per Common Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common Share Basic and diluted income (loss) per share for the three and six months ended June 30, 2018 and 2017 , respectively, were as follows: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Net loss attributable to stockholders $ (754,350 ) $ (293,540 ) $ (733,592 ) $ (248,755 ) Weighted average shares outstanding - Basic and diluted 24,818,459 23,120,351 24,811,034 21,587,589 Basic and diluted loss per share $ (0.03 ) $ (0.01 ) $ (0.03 ) $ (0.01 ) Anti-dilutive shares underlying stock options outstanding 176,812 1,053,778 135,517 1,053,778 Anti-dilutive convertible debentures — 889,830 — 889,830 Anti-dilutive warrants outstanding — 250,000 — 250,000 |
Acquisition of American DG Ener
Acquisition of American DG Energy, Inc. | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition of American DG Energy, Inc. | Acquisition of American DG Energy Inc. On May 18, 2017, we completed our acquisition, by means of a stock-for-stock merger, of 100% of the outstanding common shares of American DG Energy Inc. (“American DG Energy" or "ADGE”), a company which installs, owns, operates and maintains complete distributed generation of electricity systems, or DG systems or energy systems, and other complementary systems at customer sites and sells electricity, hot water, heat and cooling energy under long-term contracts at prices guaranteed to the customer to be below conventional utility rates, by means of a merger of one of our wholly owned subsidiaries with and into ADGE such that ADGE became a wholly owned subsidiary of Tecogen. We acquired ADGE to, among other reasons, expand our product offerings and benefit directly from the long-term contracted revenue streams generated by these installations. We gained control of ADGE on May 18, 2017 by issuing common stock of the Company 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 six months ended June 30, 2018 , ADGE contributed $3,290,760 to our total revenues and $1,305,384 to our gross profit. For the quarter ended June 30, 2018 , ADGE contributed $1,508,225 to our total revenues and $668,504 to our gross profit. 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 2017. 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 2017. 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 2017. Three months ended Six months ended June 30, 2017 Total revenues $ 8,303,268 $ 16,579,392 Net loss (833,148 ) (1,294,083 ) Basic and diluted loss per share (0.04 ) (0.06 ) One-time acquisition-related expenses related to the merger incurred during the three and six-month periods ended June 30, 2017 are not included in the unaudited pro forma financial information as they are not expected to have a continuing impact on the consolidated results. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment at June 30, 2018 and December 31, 2017 consisted of the following: Estimated Useful June 30, 2018 December 31, 2017 Energy systems 1 - 15 years $ 12,125,434 $ 12,466,642 Machinery and equipment 5 - 7 years 1,363,117 1,215,951 Furniture and fixtures 5 years 104,317 205,320 Computer software 3 - 5 years 233,478 115,253 Leasehold improvements * 450,792 440,519 14,277,138 14,443,685 Less - accumulated depreciation and amortization (2,915,698 ) (2,177,974 ) $ 11,361,440 $ 12,265,711 * Lesser of estimated useful life of asset or lease term Depreciation and amortization expense on property and equipment for the three and six months ended June 30, 2018 and 2017 was $402,336 and $830,416 and $289,339 and $330,808 , respectively. |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities Other Than Goodwill | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Liabilities Other Than Goodwill | Intangible Assets and Liabilities Other Than Goodwill As of June 30, 2018 and December 31, 2017 the Company had the following amounts related to intangible assets and liabilities other than goodwill: June 30, 2018 December 31, 2017 Intangible assets Cost Accumulated Amortization Total Cost Accumulated Amortization Total Product certifications $ 701,319 $ (313,964 ) $ 387,355 $ 605,704 $ (285,341 ) $ 320,363 Patents 858,888 (168,475 ) 690,413 808,323 (154,972 ) 653,351 Developed technology 240,000 (84,000 ) 156,000 240,000 (76,000 ) 164,000 Trademarks 21,690 — 21,690 19,540 — 19,540 In Process R&D 263,936 — 263,936 263,001 — 263,001 Favorable contract asset 1,561,739 (158,782 ) 1,402,957 1,561,739 (85,536 ) 1,476,203 TTcogen intangible assets 29,607 (925 ) 28,682 — — — $ 3,677,179 $ (726,146 ) $ 2,951,033 $ 3,498,307 $ (601,849 ) $ 2,896,458 Intangible liability Unfavorable contract liability $ 7,912,275 $ (1,129,667 ) $ 6,782,608 $ 8,341,922 $ (612,255 ) $ 7,729,667 The aggregate amortization expense related to intangible assets and liabilities exclusive of contract related intangibles for the three and six months ended June 30, 2018 and 2017 was $26,473 and $51,376 , and $24,827 and $49,655 , respectively. The net credit to cost of sales related to the amortization of contract related intangible assets and liabilities for the three and six months ended June 30, 2018 and 2017 was $216,107 and $444,166 , and $137,587 and $137,587 , respectively. Favorable/Unfavorable Contract Assets and Liabilities The favorable contract asset and unfavorable contract liability in the foregoing table represent the estimated fair value of American DG Energy's customer contracts (both positive for favorable contracts and negative for unfavorable contracts) which were acquired by the Company in May 2017 (see Note 4. Acquisition of American DG Energy Inc. ). Amortization of intangibles including contract related amounts is calculated using the straight-line method over the remaining useful life or contract term. Aggregate future amortization over the next five years is estimated to be as follows: Year 1 $ (525,228 ) Year 2 (439,543 ) Year 3 (468,224 ) Year 4 (470,224 ) Year 5 (420,224 ) |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-Based Compensation The Company adopted a 2006 Stock Option and Incentive Plan, or the Plan, under which the Board of Directors may grant incentive or non-qualified stock options and stock grants to key employees, directors, advisors and consultants of the Company. The Plan was amended at various dates by the Board of Directors to increase the reserved shares of common stock issuable under the Plan to 3,838,750 as of June 30, 2018 , or the Amended Plan. Stock options vest based upon the terms within the individual option grants, with an acceleration of the unvested portion of such options upon a change in control event, as defined in the Amended Plan. The options are not transferable except by will or domestic relations order. The option price per share under the Amended Plan cannot be less than the fair market value of the underlying shares on the date of the grant. The number of shares remaining available for future issuance under the Amended Plan as of June 30, 2018 was 1,973,236 . Stock option activity for the six months ended June 30, 2018 was as follows: Common Stock Options Number of Options Exercise Share Weighted Price Weighted Life Aggregate Value Outstanding, December 31, 2017 1,061,552 $0.79-$18.15 $ 3.60 4.95 years $ 291,449 Granted 284,000 $2.30-$4.04 $ 3.52 Exercised (52,754 ) $1.20 $ 1.20 Canceled and forfeited (70,009 ) $2.60-$18.15 $ 6.79 Outstanding, June 30, 2018 1,222,789 $0.79-$10.33 $ 3.50 6.16 years $ 641,623 Exercisable, June 30, 2018 784,914 $ 3.33 $ 592,968 Vested and expected to vest, June 30, 2018 1,157,108 $ 3.48 $ 634,324 Consolidated stock-based compensation expense for the six months ended June 30, 2018 and 2017 was $78,478 and $97,684 , respectively. No tax benefit was recognized related to the stock-based compensation recorded during the periods. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
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. The Company has Level 2 financial assets and liabilities as provided below. Level 3 - Unobservable inputs reflecting management’s own assumptions about the input used in pricing the asset or liability. The Company does not currently 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 June 30, 2018 by level within the fair value hierarchy. June 30, 2018 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 Marketable equity securities EuroSite Power Inc. $ 275,528 $ — $ 275,528 $ — $ (244,040 ) Total recurring fair value measurements $ 275,528 $ — $ 275,528 $ — $ (244,040 ) The Company utilizes a Level 2 category fair value measurement to value its investment in EuroSite Power as a marketable equity security at period end. That measurement is equal to the quoted market closing price at period end. Since this security is not actively traded the Company classifies it as Level 2. The following table summarizes changes in Level 2 assets which are comprised of marketable equity securities for the period: Fair value at acquisition on May 17, 2017 $ 519,568 Unrealized loss included in other comprehensive loss for the year ended December 31, 2017 (165,317 ) Fair value at December 31, 2017 354,251 Unrealized loss included in net income for the six-months ended June 30, 2018 (78,723 ) Fair value at June 30, 2018 $ 275,528 |
Revolving Line of Credit, Bank
Revolving Line of Credit, Bank (Notes) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Revolving Line of Credit, Bank | Revolving Line of Credit, Bank On May 4, 2018 ("Closing Date") the Company, and its wholly owned subsidiaries, American DG Energy Inc. and TTcogen LLC (collectively, the "Borrowers"), entered into a Credit Agreement with Webster Business Credit Corporation (the "Lender") that matures in May 2021 and provides Borrowers a line of credit of up to $10 million on a revolving and secured basis, with availability based on certain accounts receivables, raw materials, and finished goods. Borrowings under the Credit Agreement bear interest at a rate equal to, at the Borrower's option, either (1) One Month LIBOR, plus 3.00% , or (2) Lender’s Base Rate, plus 1.5% . Lender’s Base Rate is defined as the highest of (a) the Federal Funds rate plus 0.5% , (b) Lender’s Prime Rate as adjusted by Lender from time to time, and (c) One Month LIBOR, plus 2.75% . The Credit Agreement contains certain affirmative and negative covenants applicable to the Company and its subsidiaries, which include, among other things, restrictions on their ability to (i) incur additional indebtedness, (ii) make certain investments, (iii) acquire other entities, (iv) dispose of assets and (v) make certain payments including those related to dividends or repurchase of equity. The Credit Agreement also contains financial covenants including maintaining a fixed charge coverage ratio of not less than 1.10 :1.00 and the Company may not make any financed capital expenditures in excess of $500,000 in the aggregate in any fiscal year. The $145,011 of costs incurred in connection with the issuance of the revolving credit facility were capitalized and are being amortized to interest expense on a straight-line basis over three years based on the contractual term of the Agreement. As of June 30, 2018 , the unamortized portion of debt issuance cost related to the Credit Agreement was $136,955 and is included as a reduction to the revolving line of credit in the accompanying Condensed Consolidated Balance Sheet. |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and Contingencies The Company guarantees certain obligations of a former subsidiary of American DG Energy, EuroSite Power Inc. These guarantees include a payment performance guarantee in respect of collateralized equipment financing loans, with a remaining principal amount outstanding subject to the guarantee at June 30, 2018 of approximately $245,725 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 with ADGE. 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 the wholly owned subsidiary of the Company that merged with ADGE ("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, described below. 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, Deanna M. Petersen, Christine M. Klaskin, John Rowe, Joan Giacinti, Elias Samaras, Tecogen., Merger Sub., and Cassel Salpeter and Co., LLC, as defendants (the "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 nonaffiliated shareholders of fair value for their shares. On July 19, 2017, defendants moved to dismiss the Amended Complaint. In their motion papers, defendants contended that the Federal Securities Law Claims are not sufficiently pleaded and fail to state a viable claim. 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 first answer. On May 2, 2018, the Defendants filed their amended answer to assert further defenses, and the judge in the district court ordered the parties to hold a mediation session. On May 21, 2018, defendants filed a motion for judgment on the pleadings. Plaintiff filed a reply brief and the parties are awaiting a decision. On July 6, 2018 plaintiffs filed a motion for class certification, and defendants filed a reply brief on August 6, 2018. Plaintiff has until September 6, 2018 to file a reply brief regarding class certification. The Company believes that the lawsuit is without merit and intends to defend vigorously. The Amended Complaint does not specify the amount of damages claimed and the likelihood of an unfavorable outcome is not reasonably estimable. |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related Party Transactions In January of 2017, prior to its acquisition of American DG Energy, the Company purchased a large quantity of used equipment from American DG Energy for approximately $985,000 . Tecogen has sold a majority of this equipment to specific customers during the previous quarters. In connection with the acquisition of American DG Energy, the Company assumed a loan from John N. Hatsopoulos, the Company's former Co-Chief Executive Officer and a former Company Director. The loan is in the amount of $850,000 and bore interest at 6% , payable quarterly. On May 4, 2018, the Company, through payment of $919,590 , terminated the loan and all obligations under the loan. Ultra Emissions Technologies Ltd. ("Ultratek") 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 . TTcogen LLC On May 19, 2016, the Company along with Tedom a.s., a corporation incorporated in the Czech Republic and a European combined heat and power product manufacturer ("Tedom"), entered into a joint venture, where the Company 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 expanded the current Tecogen product offerings to the MicroCHP of 35kW to large 4,000kW plants. Tecogen agreed to refer all appropriate sale leads to TTcogen regarding certain products and Tecogen would have the first right to repair and maintain the products sold by TTcogen. Until the Company acquired the assets of TTcogen, the Company accounted for its interest in TTcogen's operations using the equity method of accounting. Any initial operating losses of TTcogen were borne and funded by Tedom. To the extent any such losses were borne and funded solely by Tedom, the Company did not recognize any portion of such losses given the Company did not guarantee the obligations of the joint venture nor is it committed to provide funding to the joint venture. On September 22, 2017, the Company provided written notice to Tedom and Tedom USA Inc., a Delaware subsidiary of Tedom (“Tedom USA”) that the Company is exercising its rights under the Joint Venture Agreement dated May 19, 2016 ("JVA") and the TTcogen LLC Operating Agreement ("LLC Operating Agreement"), of the immediate termination of the JVA and LLC Operating Agreement. This notice began the dissolution process under the LLC Operating Agreement. On March 27, 2018, the Company entered into a Membership Interest Purchase and Wind-Down Agreement (the “Purchase Agreement”) among the Company, Tedom, Tedom USA, and TTcogen. The Purchase Agreement follows the mutual agreement of the parties to terminate the joint venture between the Company and Tedom that resulted in the creation of TTcogen, and implements the acquisition by the Company of Tedom USA’s 50% membership interest in TTcogen for a purchase price of one dollar, plus $72,597 , which represents a portion of Tedom USA's initial investment in TTcogen, minus certain adjustments. The Purchase Agreement also grants TTcogen and the Company the exclusive right to market, sell, and distribute Tedom’s Micro T35 combined heat and power equipment within an agreed territory in the northeastern United States under certain conditions, and limits the Company’s right to sell certain competing products. The Company will provide services for Tedom equipment sold by TTcogen or the Company. The acquisition of Tedom's 50% membership interest for $72,598 was accounted for as an acquisition of assets, and not a business combination, due to the lack of an assembled workforce. The Company adopted the provisions of ASU 2017-01 "Business Combinations - Clarifying the Definition of a Business" at the beginning of 2018, which require, at a minimum, the presence of an input and substantive process that together significantly contribute to the ability to create an output. The lack of an assembled workforce results in the non presence of a substantive process. The following represents the consideration for and the fair value of assets acquired and liabilities assumed recognized at the acquisition date: Cash $ 442,786 Accounts receivable 176,235 Unbilled revenue 232,540 Fixed assets 47,508 Intangible assets 29,607 Accounts payable (811,468 ) Deferred revenue (44,610 ) Cash payable $ 72,598 The intangible asset represents contract backlog related to acquired contracts. The value assigned to contract backlog was determined based on the result of a discounted cash flow analysis, which resultant value was capped so as to preclude recognition of any amount in excess of cost after considering the fair values assigned to other assets acquired and liabilities assumed. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segments | Segments As of June 30, 2018 , 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 three and six months ended June 30, 2018 and 2017 : Products and Services Energy Production Corporate, other and elimination (1) Total Three months ended June 30, 2018 Revenue - external customers $ 6,944,940 $ 1,508,225 $ — $ 8,453,165 Intersegment revenue 290,915 — (290,915 ) — Total revenue $ 7,235,855 $ 1,508,225 $ (290,915 ) $ 8,453,165 Gross profit $ 2,491,090 $ 668,504 $ — $ 3,159,594 Identifiable assets $ 20,619,262 $ 12,853,001 $ 17,999,924 $ 51,472,187 Three months ended June 30, 2017 Revenue - external customers $ 6,816,348 $ 774,192 $ — $ 7,590,540 Intersegment revenue 191,818 — (191,818 ) — Total revenue $ 7,008,166 $ 774,192 $ (191,818 ) $ 7,590,540 Gross profit $ 2,542,973 $ 443,649 $ — $ 2,986,622 Identifiable assets $ 17,687,401 $ 16,288,369 $ 21,610,279 $ 55,586,049 Six months ended June 30, 2018 Revenue - external customers $ 15,337,832 $ 3,290,760 $ — $ 18,628,592 Intersegment revenue 646,084 — (646,084 ) — Total revenue $ 15,983,916 $ 3,290,760 $ (646,084 ) $ 18,628,592 Gross profit $ 5,692,013 $ 1,305,384 $ — $ 6,997,397 Identifiable assets $ 20,619,262 $ 12,853,001 $ 17,999,924 $ 51,472,187 Six months ended June 30, 2017 Revenue - external customers $ 13,663,113 $ 774,192 $ — $ 14,437,305 Intersegment revenue 191,818 — (191,818 ) — Total revenue $ 13,854,931 $ 774,192 $ (191,818 ) $ 14,437,305 Gross profit $ 5,457,644 $ 443,649 $ — $ 5,901,293 Identifiable assets $ 17,687,401 $ 16,288,369 $ 21,610,279 $ 55,586,049 (1) Corporate, intersegment revenue, other and elimination includes various corporate assets. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through the date of this filing and determined that, other than the events discussed in Note 10. Commitments and Contingencies , no other material subsequent events occurred that would require recognition in the consolidated financial statements or disclosure in the notes thereto. |
Description of business and b19
Description of business and basis of presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . The condensed consolidated balance sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in Tecogen's Annual Report on Form 10-K for the year ended December 31, 2017 . There have been certain changes in accounting principles as discussed below in the section entitled "Significant New Accounting Standards Adopted this Period." The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and entities in which it has a controlling financial interest. Those entities include the Company's wholly-owned subsidiaries American DG Energy Inc., TTcogen LLC, and a joint venture, American DG New York, LLC, in which American DG Energy Inc. holds a 51% interest. Investments in partnerships and companies in which the Company does not have a controlling financial interest but where we have significant influence are accounted for under the equity method. Any intercompany transactions have been eliminated in consolidation. The Company’s operations are comprised of two business segments. Our Products and Services segment designs, manufactures and sells industrial and commercial cogeneration systems as described above. Our Energy Production segment sells energy in the form of electricity, heat, hot water and cooling to our customers under long-term sales agreements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates |
Income Taxes | Income Taxes The provisions for income taxes in the accompanying unaudited consolidated statements of operations differ from that which would be expected by applying the federal statutory tax rate primarily due to losses for which no benefit is recognized. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition [Abstract] | |
Disaggregation of Revenue | The following table further disaggregates our revenue by major source by segment for the three and six months ended June 30, 2018 . Three Months Ended June 30, 2018 Products and Services Energy Production Total Products $ 2,483,657 $ — $ 2,483,657 Installation services 2,296,606 — 2,296,606 Maintenance services 2,164,677 — 2,164,677 Energy production — 1,508,225 1,508,225 Total revenue $ 6,944,940 $ 1,508,225 $ 8,453,165 Six Months Ended June 30, 2018 Products and Services Energy Production Total Products $ 6,157,163 $ — $ 6,157,163 Installation services 4,698,405 — 4,698,405 Maintenance services 4,482,264 — 4,482,264 Energy production — 3,290,760 3,290,760 Total revenue $ 15,337,832 $ 3,290,760 $ 18,628,592 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Income (Loss) Per Common Share, Basic and Diluted | Basic and diluted income (loss) per share for the three and six months ended June 30, 2018 and 2017 , respectively, were as follows: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Net loss attributable to stockholders $ (754,350 ) $ (293,540 ) $ (733,592 ) $ (248,755 ) Weighted average shares outstanding - Basic and diluted 24,818,459 23,120,351 24,811,034 21,587,589 Basic and diluted loss per share $ (0.03 ) $ (0.01 ) $ (0.03 ) $ (0.01 ) Anti-dilutive shares underlying stock options outstanding 176,812 1,053,778 135,517 1,053,778 Anti-dilutive convertible debentures — 889,830 — 889,830 Anti-dilutive warrants outstanding — 250,000 — 250,000 |
Acquisition of American DG En22
Acquisition of American DG Energy, Inc. (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
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 2017. Three months ended Six months ended June 30, 2017 Total revenues $ 8,303,268 $ 16,579,392 Net loss (833,148 ) (1,294,083 ) Basic and diluted loss per share (0.04 ) (0.06 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment at June 30, 2018 and December 31, 2017 consisted of the following: Estimated Useful June 30, 2018 December 31, 2017 Energy systems 1 - 15 years $ 12,125,434 $ 12,466,642 Machinery and equipment 5 - 7 years 1,363,117 1,215,951 Furniture and fixtures 5 years 104,317 205,320 Computer software 3 - 5 years 233,478 115,253 Leasehold improvements * 450,792 440,519 14,277,138 14,443,685 Less - accumulated depreciation and amortization (2,915,698 ) (2,177,974 ) $ 11,361,440 $ 12,265,711 * Lesser of estimated useful life of asset or lease term |
Intangible Assets and Liabili24
Intangible Assets and Liabilities Other Than Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of June 30, 2018 and December 31, 2017 the Company had the following amounts related to intangible assets and liabilities other than goodwill: June 30, 2018 December 31, 2017 Intangible assets Cost Accumulated Amortization Total Cost Accumulated Amortization Total Product certifications $ 701,319 $ (313,964 ) $ 387,355 $ 605,704 $ (285,341 ) $ 320,363 Patents 858,888 (168,475 ) 690,413 808,323 (154,972 ) 653,351 Developed technology 240,000 (84,000 ) 156,000 240,000 (76,000 ) 164,000 Trademarks 21,690 — 21,690 19,540 — 19,540 In Process R&D 263,936 — 263,936 263,001 — 263,001 Favorable contract asset 1,561,739 (158,782 ) 1,402,957 1,561,739 (85,536 ) 1,476,203 TTcogen intangible assets 29,607 (925 ) 28,682 — — — $ 3,677,179 $ (726,146 ) $ 2,951,033 $ 3,498,307 $ (601,849 ) $ 2,896,458 Intangible liability Unfavorable contract liability $ 7,912,275 $ (1,129,667 ) $ 6,782,608 $ 8,341,922 $ (612,255 ) $ 7,729,667 |
Schedule of Future Amortization Expense | Aggregate future amortization over the next five years is estimated to be as follows: Year 1 $ (525,228 ) Year 2 (439,543 ) Year 3 (468,224 ) Year 4 (470,224 ) Year 5 (420,224 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tecogen | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock Option Activity | Stock option activity for the six months ended June 30, 2018 was as follows: Common Stock Options Number of Options Exercise Share Weighted Price Weighted Life Aggregate Value Outstanding, December 31, 2017 1,061,552 $0.79-$18.15 $ 3.60 4.95 years $ 291,449 Granted 284,000 $2.30-$4.04 $ 3.52 Exercised (52,754 ) $1.20 $ 1.20 Canceled and forfeited (70,009 ) $2.60-$18.15 $ 6.79 Outstanding, June 30, 2018 1,222,789 $0.79-$10.33 $ 3.50 6.16 years $ 641,623 Exercisable, June 30, 2018 784,914 $ 3.33 $ 592,968 Vested and expected to vest, June 30, 2018 1,157,108 $ 3.48 $ 634,324 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the asset reported in the consolidated balance sheet measured at its fair value on a recurring basis as of June 30, 2018 by level within the fair value hierarchy. June 30, 2018 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 Marketable equity securities EuroSite Power Inc. $ 275,528 $ — $ 275,528 $ — $ (244,040 ) Total recurring fair value measurements $ 275,528 $ — $ 275,528 $ — $ (244,040 ) |
Fair Value of Investments | The following table summarizes changes in Level 2 assets which are comprised of marketable equity securities for the period: Fair value at acquisition on May 17, 2017 $ 519,568 Unrealized loss included in other comprehensive loss for the year ended December 31, 2017 (165,317 ) Fair value at December 31, 2017 354,251 Unrealized loss included in net income for the six-months ended June 30, 2018 (78,723 ) Fair value at June 30, 2018 $ 275,528 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Business Acquisition | The following represents the consideration for and the fair value of assets acquired and liabilities assumed recognized at the acquisition date: Cash $ 442,786 Accounts receivable 176,235 Unbilled revenue 232,540 Fixed assets 47,508 Intangible assets 29,607 Accounts payable (811,468 ) Deferred revenue (44,610 ) Cash payable $ 72,598 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table presents information by reportable segment for the three and six months ended June 30, 2018 and 2017 : Products and Services Energy Production Corporate, other and elimination (1) Total Three months ended June 30, 2018 Revenue - external customers $ 6,944,940 $ 1,508,225 $ — $ 8,453,165 Intersegment revenue 290,915 — (290,915 ) — Total revenue $ 7,235,855 $ 1,508,225 $ (290,915 ) $ 8,453,165 Gross profit $ 2,491,090 $ 668,504 $ — $ 3,159,594 Identifiable assets $ 20,619,262 $ 12,853,001 $ 17,999,924 $ 51,472,187 Three months ended June 30, 2017 Revenue - external customers $ 6,816,348 $ 774,192 $ — $ 7,590,540 Intersegment revenue 191,818 — (191,818 ) — Total revenue $ 7,008,166 $ 774,192 $ (191,818 ) $ 7,590,540 Gross profit $ 2,542,973 $ 443,649 $ — $ 2,986,622 Identifiable assets $ 17,687,401 $ 16,288,369 $ 21,610,279 $ 55,586,049 Six months ended June 30, 2018 Revenue - external customers $ 15,337,832 $ 3,290,760 $ — $ 18,628,592 Intersegment revenue 646,084 — (646,084 ) — Total revenue $ 15,983,916 $ 3,290,760 $ (646,084 ) $ 18,628,592 Gross profit $ 5,692,013 $ 1,305,384 $ — $ 6,997,397 Identifiable assets $ 20,619,262 $ 12,853,001 $ 17,999,924 $ 51,472,187 Six months ended June 30, 2017 Revenue - external customers $ 13,663,113 $ 774,192 $ — $ 14,437,305 Intersegment revenue 191,818 — (191,818 ) — Total revenue $ 13,854,931 $ 774,192 $ (191,818 ) $ 14,437,305 Gross profit $ 5,457,644 $ 443,649 $ — $ 5,901,293 Identifiable assets $ 17,687,401 $ 16,288,369 $ 21,610,279 $ 55,586,049 (1) Corporate, intersegment revenue, other and elimination includes various corporate assets. |
Description of business and b29
Description of business and basis of presentation - Additional Information (Details) | May 18, 2017 | Jun. 30, 2018USD ($)segment |
Business Acquisition [Line Items] | ||
Ownerhsip interest in American DG New York, LLC (percent) | 51.00% | |
Number of business segments | segment | 2 | |
American DG Energy, Inc. | ||
Business Acquisition [Line Items] | ||
Ownership interest (percent) | 100.00% | |
AOCI Attributable to Parent | Adjustments for New Accounting Pronouncement | ||
Business Acquisition [Line Items] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ | $ (165,317) |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Products | $ 2,483,657 | $ 3,116,198 | $ 6,157,163 | $ 5,923,543 |
Installation services | 2,296,606 | 4,698,405 | ||
Maintenance services | 2,164,677 | 4,482,264 | ||
Energy production | 1,508,225 | 774,192 | 3,290,760 | 774,192 |
Total revenues | 8,453,165 | $ 7,590,540 | 18,628,592 | $ 14,437,305 |
Products and Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Products | 2,483,657 | 6,157,163 | ||
Installation services | 2,296,606 | 4,698,405 | ||
Maintenance services | 2,164,677 | 4,482,264 | ||
Energy production | 0 | 0 | ||
Total revenues | 6,944,940 | 15,337,832 | ||
Energy Production | ||||
Disaggregation of Revenue [Line Items] | ||||
Products | 0 | 0 | ||
Installation services | 0 | 0 | ||
Maintenance services | 0 | 0 | ||
Energy production | 1,508,225 | 3,290,760 | ||
Total revenues | $ 1,508,225 | $ 3,290,760 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Revenue Recognition [Abstract] | |
Payment term on product sales | 30 days |
Payment term on installation services | 30 days |
Payment term on contractually determined milestones | 30 days |
Payment term on energy production contract invoices | 30 days |
Revenue recognized that was in unbilled revenue at beginning of period | $ 1.5 |
Revenue billed this period that had been recognized in previous periods | 1.7 |
Deferred Revenue, Revenue Recognized | 1.1 |
Cash payments received in advance of satisfying performance obligations | 1.7 |
Remaining performance obligations | $ 12.7 |
Performance obligation revenue expected to be recognized over the next 24 months (percent) | 96.00% |
Performance obligation revenue to be recognized in first 12 months (percent) | 58.00% |
Performance obligation revenue to be recognized over the subsequent 12 months (percent) | 38.00% |
Loss Per Common Share - Schedul
Loss Per Common Share - Schedule of Income (Loss) Per Common Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to stockholders | $ (754,350) | $ (293,540) | $ (733,592) | $ (248,755) |
Weighted average shares outstanding - basic and diluted | 24,818,459 | 23,120,351 | 24,811,034 | 21,587,589 |
Basic and diluted loss per share (in USD per share) | $ (0.03) | $ (0.01) | $ (0.03) | $ (0.01) |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 176,812 | 1,053,778 | 135,517 | 1,053,778 |
Convertible Debenture | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 0 | 889,830 | 0 | 889,830 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 0 | 250,000 | 0 | 250,000 |
Acquisition of American DG En33
Acquisition of American DG Energy, Inc. - Additional information (Details) - USD ($) | May 18, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||||
Energy production | $ 1,508,225 | $ 774,192 | $ 3,290,760 | $ 774,192 | |
Revenue | 8,453,165 | 7,590,540 | 18,628,592 | 14,437,305 | |
Gross profit | 3,159,594 | $ 2,986,622 | 6,997,397 | $ 5,901,293 | |
American DG Energy, Inc. | |||||
Business Acquisition [Line Items] | |||||
Ownership interest (percent) | 100.00% | ||||
Gross profit | $ 668,504 | $ 1,305,384 |
Acquisition of American DG En34
Acquisition of American DG Energy, Inc. - Pro Forma Information (Details) - American DG Energy, Inc. - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 8,303,268 | $ 16,579,392 |
Net income (loss) | $ (833,148) | $ (1,294,083) |
Basic and diluted loss per share (in USD per share) | $ (0.04) | $ (0.06) |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 14,277,138 | $ 14,443,685 |
Less - accumulated depreciation and amortization | (2,915,698) | (2,177,974) |
Property and equipment, net, before construction in progress | 11,361,440 | 12,265,711 |
Energy systems | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,125,434 | 12,466,642 |
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 | $ 1,363,117 | 1,215,951 |
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 | $ 104,317 | 205,320 |
Useful life - years | 5 years | |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 233,478 | 115,253 |
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 | $ 450,792 | $ 440,519 |
Property, Plant and Equipment36
Property, Plant and Equipment - Depreciation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 402,336 | $ 289,339 | $ 830,416 | $ 330,808 |
Intangible Assets and Liabili37
Intangible Assets and Liabilities Other Than Goodwill (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 26,473 | $ 24,827 | $ 51,376 | $ 49,655 |
Net credit to cost of sales for amortization of contract related intangible assets and liabilities | $ 216,107 | $ 137,587 | $ 444,166 | $ 137,587 |
Intangible Assets and Liabili38
Intangible Assets and Liabilities Other Than Goodwill -Amounts related to intangible assets (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 3,677,179 | $ 3,498,307 |
Less - accumulated amortization | (726,146) | (601,849) |
Intangible assets, net | 2,951,033 | 2,896,458 |
Unfavorable contract liability | 7,912,275 | 8,341,922 |
Less - accumulated amortization | (1,129,667) | (612,255) |
Unfavorable contract liability, net | 6,782,608 | 7,729,667 |
Product Certifications | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 701,319 | 605,704 |
Less - accumulated amortization | (313,964) | (285,341) |
Intangible assets, net | 387,355 | 320,363 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 858,888 | 808,323 |
Less - accumulated amortization | (168,475) | (154,972) |
Intangible assets, net | 690,413 | 653,351 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 240,000 | 240,000 |
Less - accumulated amortization | (84,000) | (76,000) |
Intangible assets, net | 156,000 | 164,000 |
Favorable contract asset | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,561,739 | 1,561,739 |
Less - accumulated amortization | (158,782) | (85,536) |
Intangible assets, net | 1,402,957 | 1,476,203 |
TTcogen Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 29,607 | 0 |
Less - accumulated amortization | (925) | 0 |
Intangible assets, net | 28,682 | 0 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 21,690 | 19,540 |
Less - accumulated amortization | 0 | 0 |
Intangible assets, net | 21,690 | 19,540 |
In Process R&D | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 263,936 | 263,001 |
Less - accumulated amortization | 0 | 0 |
Intangible assets, net | $ 263,936 | $ 263,001 |
Intangible Assets and Liabili39
Intangible Assets and Liabilities Other Than Goodwill - Future Amortization of Customer Contracts (Details) - Customer Contracts | Jun. 30, 2018USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Year 1 | $ (525,228) |
Year 2 | (439,543) |
Year 3 | (468,224) |
Year 4 | (470,224) |
Year 5 | $ (420,224) |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | $ 78,478 | $ 97,684 |
Tecogen | Amended Plan | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved for future issuance | 3,838,750 | |
Number of shares remaining available for future issuance | 1,973,236 |
Stock-Based Compensation - St41
Stock-Based Compensation - Stock Option Activity (Details) - Tecogen - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Stock Options Outstanding [Roll Forward] | ||
Beginning (shares) | 1,061,552 | |
Granted (shares) | 284,000 | |
Exercised (shares) | (52,754) | |
Canceled and forfeited (shares) | (70,009) | |
Ending (shares) | 1,222,789 | 1,061,552 |
Exercisable (shares) | 784,914 | |
Vested and expected to vest (shares) | 1,157,108 | |
Exercise Price Per Share [Abstract] | ||
Exercise Price Per Share, Outstanding, Minimum (per share) | $ 0.79 | $ 0.79 |
Exercise Price Per Share, Outstanding, Maximum (dollars per share) | 10.33 | 18.15 |
Exercise Price Per Share, Exercised (dollars per share) | 1.20 | |
Weighted Average Exercise Price [Roll Forward] | ||
Beginning (usd per share) | 3.60 | |
Granted (usd per share) | 3.52 | |
Exercised (usd per share) | 1.20 | |
Canceled and forfeited (usd per share) | 6.79 | |
Ending (usd per share) | 3.50 | $ 3.60 |
Exercisable (usd per share) | 3.33 | |
Vested and expected to vest (usd per share) | $ 3.48 | |
Weighted Average Remaining Life | 6 years 1 month 28 days | 4 years 11 months 12 days |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Outstanding, Aggregate Intrinsic Value | $ 641,623 | $ 291,449 |
Exercisable, Aggregate Intrinsic Value | 592,968 | |
Vested and expected to vest, Aggregate Intrinsic Value | $ 634,324 | |
Minimum | ||
Exercise Price Per Share [Abstract] | ||
Exercise Price Per Share, Granted (dollars per share) | $ 2.30 | |
Exercise Price, Canceled and Forfeited (dollars per share) | 2.60 | |
Maximum | ||
Exercise Price Per Share [Abstract] | ||
Exercise Price Per Share, Granted (dollars per share) | 4.04 | |
Exercise Price, Canceled and Forfeited (dollars per share) | $ 18.15 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | May 18, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total gains (losses) | $ (244,040) | ||
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 | 275,528 | ||
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 | 275,528 | ||
Eurosite Power Inc | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total gains (losses) | (244,040) | $ (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 | 275,528 | $ 354,251 | $ 519,568 |
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 | $ 275,528 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Level 2 Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized loss included in net income for the quarter ended March 31, 2018 | $ (78,723) | |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized loss included in other comprehensive loss for the year ended December 31, 2017 | (244,040) | |
Eurosite Power Inc | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized loss included in other comprehensive loss for the year ended December 31, 2017 | (244,040) | $ (165,317) |
Eurosite Power Inc | Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, beginning | 354,251 | |
Fair value, ending | $ 275,528 | $ 354,251 |
Revolving Line of Credit, Ban44
Revolving Line of Credit, Bank (Details) - Webster Business Credit Corporation | May 04, 2018USD ($) | Jun. 30, 2018USD ($) |
Line of Credit Facility [Line Items] | ||
Line of credit limit | $ 10,000,000 | |
Fixed charge coverage ratio | 1.10 | |
Annual financial capital expenditure limit | $ 500,000 | |
Debt issuance costs incurred | $ 145,011 | |
Amortization period for debt issuance costs | 3 years | |
Unamortized portion of debt issuance costs | $ 136,955 | |
One Month LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable interest rate (percent) | 3.00% | |
Lender's Base Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable interest rate (percent) | 1.50% | |
Federal Funds Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable interest rate (percent) | 0.50% | |
Lender's Base Rate - One Month LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable interest rate (percent) | 2.75% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jun. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Guarantee of obligations of Eurosite Power, Inc. | $ 245,725 |
Guarantee liability | $ 10,000 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | May 04, 2018 | Mar. 27, 2018 | Jan. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | May 19, 2016 |
Schedule of Equity Method Investments [Line Items] | |||||||
Repayment of loan | $ 850,000 | $ 0 | |||||
Purchase of the remaining assets of Ultratek | 149,453 | $ 209,265 | |||||
TTcogen, LLC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity interest in joint venture (percent) | 50.00% | ||||||
Tedom a.s. | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity interest in joint venture (percent) | 50.00% | ||||||
Tedom USA | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity interest in joint venture (percent) | 50.00% | ||||||
Initial payment to acquire Tedom USA's membership interest in TTcogen | $ 1 | ||||||
Payment to acquire Tedom USA'a initial investment in TTcogen, minus certain adjustments | 72,597 | ||||||
Payment for acquisition of assets | $ 72,598 | ||||||
American DG Energy | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equipment purchase | $ 985,000 | ||||||
Co-Chief Executive Officer | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Loan from related party | $ 850,000 | ||||||
Repayment of loan | $ 919,590 | ||||||
Notes Payable | Co-Chief Executive Officer | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Stated interest rate (percent) | 6.00% | ||||||
Ultratek | American DG Energy | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Return of investment in Ultratek | $ 2,000,000 | ||||||
Purchase of the remaining assets of Ultratek | $ 400,000 |
Related party transactions - As
Related party transactions - Assets Acquired and Liabilities Assumed (Details) - Tedom USA's Membership Interest in TTcogen | Mar. 27, 2018USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 442,786 |
Accounts receivable | 176,235 |
Unbilled revenue | 232,540 |
Fixed assets | 47,508 |
Intangible assets | 29,607 |
Accounts payable | (811,468) |
Deferred revenue | (44,610) |
Cash payable | $ 72,598 |
Segments (Details)
Segments (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)segment | Jun. 30, 2017USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of operating divisions | segment | 2 | |||
Revenue | $ 8,453,165 | $ 7,590,540 | $ 18,628,592 | $ 14,437,305 |
Gross profit | 3,159,594 | 2,986,622 | 6,997,397 | 5,901,293 |
Identifiable Assets | 51,472,187 | 55,586,049 | 51,472,187 | 55,586,049 |
Products and Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 7,235,855 | 7,008,166 | 15,983,916 | 13,854,931 |
Gross profit | 2,491,090 | 2,542,973 | 5,692,013 | 5,457,644 |
Identifiable Assets | 20,619,262 | 17,687,401 | 20,619,262 | 17,687,401 |
Energy Production | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,508,225 | 774,192 | 3,290,760 | 774,192 |
Gross profit | 668,504 | 443,649 | 1,305,384 | 443,649 |
Identifiable Assets | 12,853,001 | 16,288,369 | 12,853,001 | 16,288,369 |
Corporate, other and elimination | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (290,915) | (191,818) | (646,084) | (191,818) |
Gross profit | 0 | 0 | 0 | 0 |
Identifiable Assets | 17,999,924 | 21,610,279 | 17,999,924 | 21,610,279 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 8,453,165 | 7,590,540 | 18,628,592 | 14,437,305 |
Operating Segments | Products and Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 6,944,940 | 6,816,348 | 15,337,832 | 13,663,113 |
Operating Segments | Energy Production | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,508,225 | 774,192 | 3,290,760 | 774,192 |
Operating Segments | Corporate, other and elimination | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Intersegment Eliminations | Products and Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 290,915 | 191,818 | 646,084 | 191,818 |
Intersegment Eliminations | Energy Production | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Intersegment Eliminations | Corporate, other and elimination | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ (290,915) | $ (191,818) | $ (646,084) | $ (191,818) |