Document and Entity Information
Document and Entity Information Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 02, 2020 | Jun. 30, 2019 | |
Entity Information [Line Items] | |||
Entity Registrant Name | Tecogen Inc. | ||
Entity Central Index Key | 0001537435 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 24,850,261 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 75,401,948 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 877,676 | $ 272,552 |
Accounts receivable, net | 14,569,397 | 14,176,452 |
Unbilled revenue | 5,421,811 | 4,893,259 |
Inventory, net | 6,405,229 | 6,294,862 |
Due from related party | 0 | 9,405 |
Prepaid and other current assets | 635,034 | 722,042 |
Total current assets | 27,909,147 | 26,368,572 |
Property, plant and equipment, net | 3,465,948 | 11,273,115 |
Right of use assets | 2,173,951 | 0 |
Intangible assets, net | 1,593,781 | 2,893,990 |
Goodwill | 5,281,867 | 8,975,065 |
Other assets | 691,941 | 393,651 |
TOTAL ASSETS | 41,116,635 | 49,904,393 |
Current liabilities: | ||
Revolving line of credit, bank | 2,402,384 | 2,009,435 |
Accounts payable | 5,271,756 | 7,153,330 |
Accrued expenses | 2,599,366 | 1,528,014 |
Deferred revenue | 2,635,619 | 2,507,541 |
Lease obligations, current | 536,443 | 0 |
Total current liabilities | 13,445,568 | 13,198,320 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 145,464 | 2,375,700 |
Lease obligations, long-term | 1,637,508 | 0 |
Unfavorable contract liability, net | 2,534,818 | 6,292,599 |
Total liabilities | 17,763,358 | 21,866,619 |
Commitments and contingencies (Note 11) | ||
Tecogen Inc. shareholders’ equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 24,849,261 and 24,824,746 issued and outstanding at December 31, 2019 and 2018, respectively | 24,849 | 24,825 |
Additional paid-in capital | 56,622,285 | 56,427,928 |
Accumulated deficit | (33,379,114) | (28,670,095) |
Total Tecogen Inc. stockholders’ equity | 23,268,020 | 27,782,658 |
Noncontrolling interest | 85,257 | 255,116 |
Total stockholders’ equity | 23,353,277 | 28,037,774 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 41,116,635 | $ 49,904,393 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 24,849,261 | 24,824,746 |
Common Stock, Shares, Outstanding | 24,849,261 | 24,824,746 |
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, 2019 | Dec. 31, 2018 | |
Total revenues | $ 33,426,448 | $ 35,883,684 |
Total cost of sales | 20,947,696 | 22,291,822 |
Gross profit | 12,478,752 | 13,591,862 |
Operating expenses | ||
General and administrative | 10,380,143 | 10,790,841 |
Selling | 2,685,200 | 2,651,128 |
Research and development | 1,460,096 | 1,297,612 |
Gain on sale of assets | (1,081,304) | 22,088 |
Goodwill impairment | 3,693,198 | 4,390,590 |
Total operating expenses | 17,137,333 | 19,130,171 |
Loss from operations | (4,658,581) | (5,538,309) |
Other income (expense) | ||
Interest and other income | 933 | 8,030 |
Interest expense | (101,851) | (120,015) |
Unrealized loss on investment securities | (19,680) | (118,084) |
Total other expense, net | (120,598) | (230,069) |
Loss before income taxes | (4,779,179) | (5,768,378) |
State income tax provision | 15,194 | 32,748 |
Consolidated net loss | (4,794,373) | (5,801,126) |
Loss attributable to the noncontrolling interest | 85,354 | 92,594 |
Net loss attributable to Tecogen Inc. | $ (4,709,019) | $ (5,708,532) |
Net loss per share - basic and diluted | $ (0.19) | $ (0.23) |
Weighted average shares outstanding - basic and diluted | 24,839,957 | 24,815,926 |
Products | ||
Total revenues | $ 12,977,896 | $ 12,624,867 |
Total cost of sales | 8,385,574 | 7,797,591 |
Services | ||
Total revenues | 17,307,718 | 16,859,291 |
Total cost of sales | 10,808,142 | 10,693,077 |
Energy production | ||
Total revenues | 3,140,834 | 6,399,526 |
Total cost of sales | $ 1,753,980 | $ 3,801,154 |
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, 2017 | $ 33,695,145 | $ 24,767 | $ 56,176,330 | $ (165,317) | $ (22,796,246) | $ 455,611 |
Beginning balance, shares at Dec. 31, 2017 | 24,766,892 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options | 72,925 | $ 58 | 72,867 | |||
Reclassification of Accumulated Other Comprehensive Loss | 165,317 | (165,317) | ||||
Stock issuance costs | (2,457) | (2,457) | ||||
Exercise of stock options, shares | 57,854 | |||||
Distributions to non-controlling interest | (107,901) | (107,901) | ||||
Stock-based compensation | 181,188 | 181,188 | ||||
Net loss | (5,708,532) | (5,708,532) | ||||
Net loss | 92,594 | (92,594) | ||||
Net loss | (5,801,126) | |||||
Balance, ending balance at Dec. 31, 2018 | 28,037,774 | $ 24,825 | 56,427,928 | 0 | (28,670,095) | 255,116 |
Ending balance, shares at Dec. 31, 2018 | 24,824,746 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options | 33,617 | $ 24 | 33,593 | |||
Stock issuance costs | (2,700) | (2,700) | ||||
Exercise of stock options, shares | 24,515 | |||||
Distributions to non-controlling interest | (84,505) | (84,505) | ||||
Stock-based compensation | 163,464 | 163,464 | ||||
Net loss | (4,709,019) | (4,709,019) | ||||
Net loss | 85,354 | (85,354) | ||||
Net loss | (4,794,373) | |||||
Balance, ending balance at Dec. 31, 2019 | $ 23,353,277 | $ 24,849 | $ 56,622,285 | $ 0 | $ (33,379,114) | $ 85,257 |
Ending balance, shares at Dec. 31, 2019 | 24,849,261 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity Parenthetical - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net loss | $ (4,794,373) | $ (5,801,126) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, accretion and amortization, net | 437,102 | 789,123 |
Gain on contract termination | 0 | (124,733) |
(Gain) loss on sale of assets | (1,081,304) | 22,088 |
Provision for losses on accounts receivable | 48,000 | 4,395 |
Stock-based compensation | 163,464 | 181,188 |
Goodwill impairment | 3,693,198 | 4,390,590 |
Non-cash interest expense | 43,669 | 32,225 |
(Increase) decrease in: | ||
Accounts receivable | (440,945) | (4,467,939) |
Unbilled revenue | (528,452) | (697,586) |
Inventory, net | (110,367) | (1,164,057) |
Due from related party | 9,405 | 576,087 |
Prepaid assets and other current assets | (9,545) | 49,484 |
Other non-current assets | (298,290) | 113,284 |
Increase (decrease) in: | ||
Accounts payable | (1,881,574) | 1,173,979 |
Accrued expenses | 380,993 | 111,038 |
Deferred revenue | (115,223) | 1,006,893 |
Interest payable, related party | 0 | (52,265) |
Net cash used in operating activities | (4,484,242) | (3,857,332) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (95,643) | (828,086) |
Proceeds on sale of property and equipment | 5,000,000 | 2,003,606 |
Purchases of intangible assets | (110,683) | (226,847) |
Cash acquired in acquisition | 0 | 442,746 |
Expenses associated with asset acquisition | 0 | (2,457) |
Payment of stock issuance costs | (2,700) | 0 |
Distributions to non-controlling interest | (84,505) | (107,901) |
Net cash provided by investing activities | 4,706,469 | 1,281,061 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds on revolving line of credit, net of payments | 349,280 | 2,097,837 |
Payments for debt issuance costs | 0 | (145,011) |
Payments made on loan due to related party | 0 | (850,000) |
Proceeds from exercise of stock options | 33,617 | 72,925 |
Net cash provided by financing activities | 382,897 | 1,175,751 |
Change in cash and cash equivalents | 605,124 | (1,400,520) |
Cash and cash equivalents, beginning of the year | 272,552 | 1,673,072 |
Cash and cash equivalents, end of the year | 877,676 | 272,552 |
Supplemental disclosures of cash flows information: | ||
Cash paid for interest | 51,888 | 140,055 |
Cash paid for taxes | $ 35,398 | $ 32,748 |
Nature of business and operatio
Nature of business and operations | 12 Months Ended |
Dec. 31, 2019 | |
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 November 15, 2000, and acquired the assets and liabilities of the Tecogen Products division of Thermo Power Corporation. The Company produces commercial and industrial, natural-gas-fueled engine-driven, combined heat and power (CHP) products that reduce energy costs, decrease greenhouse gas emissions and alleviate congestion on the national power grid. 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. 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. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2019 | |
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 subsidiary, ADGE 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 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, 2019 . Investments in partnerships and companies in which the Company does not have a controlling financial interest but where we have significant influence, if any, are accounted for under the equity method. Noncontrolling interests in the net assets and operations of ADGNY are reflected in the caption “Noncontrolling interest” in the accompanying consolidated financial statements. All intercompany transactions have been eliminated. 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 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, 2019 and 2018 which exceeded the $250,000 federally insured limit were approximately $627,676 and $0 , 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, 2019 and no customers who represented more than 10% of revenues for the year ended December 31, 2018 . The Company has approximately five hundred customers who represented 100% of the revenues for the year ended December 31, 2019 . There was one customer who represented more than 10% of the accounts receivable balance as of December 31, 2019 , and one as of December 31, 2018 . 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, 2019 and 2018 , the allowance for doubtful accounts was $75,000 and $26,800 , respectively. Inventory Raw materials, work in process, and finished goods inventories are stated at the lower of cost, as determined by the average cost method, or net realizable value. The Company periodically reviews inventory quantities on hand for excess and/or obsolete inventory based primarily on historical usage, as well as based on estimated forecast of product demand. Any reserves that result from this review are charged to cost of sales. 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. 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 7. "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, 2019 . Goodwill Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. Impairment testing for goodwill is performed annually, generally in the fourth fiscal quarter, or more frequently if impairment indicators are present. To determine if goodwill is potentially impaired, we have the option to perform a qualitative assessment. However, we may elect to bypass the qualitative assessment and perform an impairment test even if no indications of a potential impairment exist. The impairment test for goodwill is performed at the reporting unit level and compares the fair value of the reporting unit (calculated using a discounted cash flow method) to its carrying value, including goodwill. The discount rate represents our estimate of the weighted-average cost of capital, or expected return, that a marketplace participant would have required as of the valuation date. If the carrying value exceeds the fair value, an impairment charge is recorded for the excess carrying value over fair value, limited to the total amount of goodwill of that reporting unit. Our assessment in 2019 indicated that the carrying value of our energy production reporting unit did not exceed its fair value and therefore resulted in an impairment of goodwill (see Note 9. "Goodwill" ). The Company early-adopted the provisions of ASU 2017-04, during 2018, which simplified the impairment testing process by eliminating the requirement to determine the implied fair value of goodwill. The Company tests goodwill for impairment on either a qualitative basis under certain conditions, or a quantitative basis. On a quantitative basis, fair value of the reporting units is primarily determined using probability weighted discounted cash flow analysis. Leases On January 1, 2019, the Company adopted the guidance under ASU No. 2016-02, “Leases” (“the new lease standard” or “ASC 842”) under the cumulative-effect method of transition where comparative information has not been restated and continues to be reported under the standards in effect for those periods. The adoption did not result in any cumulative-effect adjustment to beginning retained earnings. The Company elected certain practical expedients upon adoption and therefore has not reassessed whether any expired or existing contracts contain leases, has not reassessed the lease classification for any expired or existing leases and has not reassessed initial direct costs for any existing leases. The new standard requires lessees to recognize most leases on their balance sheets as a right-of-use ("ROU") asset with a corresponding lease liability. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. (See Note 13. "Leases" ). 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. 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 18. "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 2016, 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, accounts receivable, available-for-sale securities, accounts payable and revolving line of credit. The recorded values of cash and cash equivalents, accounts receivable, accounts payable and line of credit approximate their fair values based on their short-term nature. At December 31, 2019 , 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 15. "Fair value measurements" . Revenue Recognition 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 general and administrative expenses. For the years ended December 31, 2019 and 2018 , $480,966 and $447,546 of shipping and handling costs were included in general and administrative expenses in the accompanying statements of operations, respectively. 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 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 years ended December 31, 2019 and 2018 . Year Ended December 31, 2019 Products and Services Energy Production Total Products $ 12,977,896 $ — $ 12,977,896 Installation services 7,505,964 — 7,505,964 Maintenance services 9,801,754 — 9,801,754 Energy production — 3,140,834 3,140,834 Total revenue $ 30,285,614 $ 3,140,834 $ 33,426,448 Year Ended December 31, 2018 Products and Services Energy Production Total Products 12,624,867 $ — $ 12,624,867 Installation services 8,097,473 — 8,097,473 Maintenance services 8,761,818 — 8,761,818 Energy production — 6,399,526 6,399,526 Total revenue $ 29,484,158 $ 6,399,526 $ 35,883,684 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 Balance Sheets. Revenue recognized during the year ended December 31, 2019 that is included in unbilled revenue is approximately $2.7 million . Approximately $2.2 million of revenue was billed in this period that had been recognized in previous periods. Revenue recognized during the year ended December 31, 2019 that was included in deferred revenue at the beginning of the period was approximately $2,526,206 . 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 December 31, 2019 , the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $2.8 million . The Company expects to recognize revenue of approximately 98% of the remaining performance obligations over the next 24 months, 3% recognized in the first 12 months and 95% recognized over the subsequent 12 months, and the remainder recognized thereafter. Advertising Costs The Company expenses the costs of advertising as incurred. For the years ended December 31, 2019 and 2018 , advertising expense was approximately $142,000 and $273,000 , respectively. Research and Development Costs Research and development expenditures are expensed as incurred. The Company’s total research and development expenditures of approximately $1,460,000 and $1,298,000 were recognized for each of the years ended December 31, 2019 and 2018 , 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 14. "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, 2019 and 2018 . Significant New Accounting Standards Adopted this Period 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 Company adopted this standard as of January 1, 2019 on a modified retrospective basis. See Note 13. "Leases" for further discussion. Significant New Accounting Standards or Updates Not Yet Effective Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments . The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about an entity's expected credit losses on financial instruments and other commitments to extend credit at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to develop credit loss estimates. Subsequent to issuing ASU 2016-13, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses , for the purpose of clarifying certain aspects of ASU 2016-13. ASU 2018-19 has the same effective date and transition requirements as ASU 2016-13. ASU 2016-13 will be effective for the Company's fiscal year beginning January 1, 2020, using a modified retrospective approach. Early adoption is permitted. The Company is currently assessing the impact this ASU will have on its consolidated financial statements. |
Loss per common share
Loss per common share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Loss per common share | oss per common share: Basic and diluted loss per share for the years ended December 31, 2019 and 2018 , respectively, was as follows: 2019 2018 Net loss attributable to stockholders $ (4,709,019 ) $ (5,708,532 ) Weighted average shares outstanding - Basic and diluted 24,839,957 24,815,926 Loss per share - Basic and diluted $ (0.19 ) $ (0.23 ) Anti-dilutive shares underlying stock options outstanding 142,756 144,077 |
Acquisition of American DG Ener
Acquisition of American DG Energy Inc. (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
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. Acquisition related costs, which was largely legal costs related to the litigation that followed the merger, were included in general and administrative expenses and totaled $322,566 for the year ended December 31, 2018. Stock issuance related costs totaling $377,246 were netted against additional paid in capital during the year ended December 31, 2018. 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 7. "Intangible assets and liabilities other than goodwill" . |
Sale of ADG Assets (Notes)
Sale of ADG Assets (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of ADG Assets | Sale of Energy Producing Assets and Goodwill Impairment During the first quarter of 2019, the Company recognized two individual sales of energy producing assets, for a total of eight power purchase agreements, including the associated energy production contracts for total consideration of $7 million , which resulted in a combined gain on sale of assets of $1,081,304 included in the accompanying statement of operations. In connection with the sales, the Company entered into agreements with the purchaser to maintain and operate the assets over the remaining periods of the associated energy production contracts (through August 2033 and January 2034, respectively) in exchange for monthly fees for both maintenance and operation. These agreements contain provisions whereby the Company has guaranteed to the purchaser a minimum level or threshold of cash flows from the associated energy production contracts. Actual results are compared to the minimum threshold bi-annually, with the Company making up any shortfall. To the extent actual results are in excess of the minimum threshold, the Company is entitled to fifty percent of such excess under the agreements. The foregoing agreements also contain provisions whereby the Company has agreed to make whole the purchaser in the event the counterparty to the energy production contract(s) defaults on or otherwise terminates before the stated expiration of the energy production contract. Should the Company be required to make whole the purchaser under such provisions, the Company would be entitled to seek recovery from the counterparty to the energy production contract(s) under a similar provision contained in those contracts in respect of early termination. The Company is also responsible under the agreements for site decommissioning costs, if any, in excess of certain threshold amounts by site. Decommissioning of site assets is performed when, if and as requested by the counterparty to the energy production contract upon termination of the energy production contract. The combined gain on sale of these assets of $1,081,304 was determined after deducting from the gross proceeds the remaining net book value of the assets sold and an estimate of the remaining costs to complete installation of certain of the site assets as well as deducting an estimate of amounts which the Company believes it will be required to pay under the minimum cash flow guarantee described above. In determining the $1,081,049 combined gain on the sale of these assets, no amount of goodwill assigned to the energy production segment and reporting unit was included as individual sites and related site energy producing assets are not considered businesses. The aggregate of the assets sold represents a significant portion of the energy production segment and reporting unit’s assets and cash flows which is the basis for determination of the fair value of the energy production reporting unit as used for goodwill impairment determinations. Accordingly, the sale of these assets caused the Company to assess the impact of the sales on the valuation of remaining goodwill assigned to the energy production reporting unit. That assessment included a determination of whether the remaining carrying value of the energy production reporting unit including goodwill exceeded its fair value. Following a goodwill impairment charge in 2018 which reduced the carrying value of the energy production reporting unit including goodwill to fair value based on discounted cash flows, exclusion of the discounted cash flows related to the assets sold resulted in impairment of the remaining goodwill assigned to the energy production reporting unit in an amount proportionate to the discounted cash flows related to the assets sold to the total discounted cash flows of the energy production reporting unit before the sales. The goodwill impairment as a result of the sales and recognized in the first quarter of 2019 totaled approximately $3.7 million , reducing the remaining carrying value of the energy production reporting unit, including goodwill to the discounted cash flow of the remaining sites or fair value. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventories at December 31, 2019 and 2018 consisted of the following. 2019 2018 Raw materials, net $ 5,966,162 $ 5,881,099 Work-in-process 439,067 413,763 Finished goods — — $ 6,405,229 $ 6,294,862 |
Intangible assets other than go
Intangible assets other than goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible assets other than goodwill | Intangible Assets and Liabilities Other Than Goodwill The Company capitalized $0 and $120,455 of product certification costs during the years ended December 31, 2019 and 2018 , respectively. Also included in intangible assets are the costs incurred by the Company to acquire certain patents. These patents, once in service, are 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 $106,539 and $102,245 of patent-related costs during the years ended December 31, 2019 and 2018 , respectively. The Company capitalized $4,144 and $3,212 in trademarks during the years ended December 31, 2019 and 2018 , respectively. Intangible assets and liabilities at December 31, 2019 and 2018 consist of the following: December 31, 2019 December 31, 2018 Intangible assets Cost Accumulated Amortization Net Cost Accumulated Amortization Net Product certifications $ 726,159 $ (399,906 ) $ 326,253 $ 726,159 $ (345,658 ) $ 380,501 Patents 1,017,108 (206,499 ) 810,609 910,569 (188,239 ) 722,330 Developed technology 240,000 (108,000 ) 132,000 240,000 (92,000 ) 148,000 Trademarks 26,896 — 26,896 22,752 — 22,752 In process R&D 263,936 — 263,936 263,936 — 263,936 TTcogen intangible assets 29,607 (6,477 ) 23,130 29,607 (2,776 ) 26,831 Favorable contract assets 274,858 (263,901 ) 10,957 1,561,739 (232,099 ) 1,329,640 $ 2,578,564 $ (984,783 ) $ 1,593,781 $ 3,754,762 $ (860,772 ) $ 2,893,990 Intangible liability Unfavorable contract liability $ 4,689,025 $ (2,154,207 ) $ 2,534,818 $ 7,912,275 $ (1,619,676 ) $ 6,292,599 The aggregate amortization expense related to intangible assets exclusive of contract related intangibles was $92,209 and $112,359 during the years ended December 31, 2019 and 2018 , 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, 2019 and 2018 was $502,729 and $860,858 , 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." ), reduced by those sold during Q1 2019 (see Note 5. "Sale of Energy Producing Assets and Goodwill Impairment" ). 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. Aggregate future amortization over the next five years is estimated to be as follows: Non-contract related intangibles Contract related intangibles Total 2020 $ 246,967 $ (431,990 ) (185,023 ) 2021 232,266 (437,477 ) (205,211 ) 2022 225,556 (411,844 ) (186,288 ) 2023 218,368 (335,183 ) (116,815 ) 2024 195,961 (290,260 ) (94,299 ) Thereafter 436,810 (617,107 ) (180,297 ) $ 1,555,928 $ (2,523,861 ) $ (967,933 ) |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment at December 31, 2019 and 2018 consisted of the following: Estimated Useful Life (in Years) 2019 2018 Energy systems 10 - 15 years $ 4,372,638 $ 12,709,990 Machinery and equipment 5 - 7 years 1,462,208 1,355,617 Furniture and fixtures 5 years 193,698 222,542 Computer software 3 - 5 years 192,865 200,626 Leasehold improvements * 450,792 450,792 6,672,201 14,939,567 Less - accumulated depreciation and amortization (3,206,253 ) (3,666,452 ) Net property, plant and equipment $ 3,465,948 $ 11,273,115 * Lesser of estimated useful life of asset or lease term Depreciation and amortization expense on property and equipment for the years ended December 31, 2019 and 2018 was $847,622 and $1,537,622 , respectively. In March 2019, the Company sold certain energy systems related assets and related energy production contracts. See Note 5. "Sale of Energy Producing Assets and Goodwill Impairment" for further discussion. |
Goodwill (Notes)
Goodwill (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2017 $ 40,870 $ 13,324,785 $ 13,365,655 Impairment loss — (4,390,590 ) (4,390,590 ) Balance at December 31, 2018 40,870 8,934,195 8,975,065 Impairment loss-Sale of assets, Note 5 — (3,693,198 ) (3,693,198 ) Balance at December 31, 2019 $ 40,870 $ 5,240,997 $ 5,281,867 The Company recorded an impairment loss of $4,390,590 following the performance of its 2018 annual goodwill impairment test. The impairment loss represented the excess of the carrying value of the Company's energy production reporting unit, including goodwill, over its estimated fair value based on discounted cash flow analysis. The impairment recognizes the shortening of remaining contract terms with customers without replacement and without further growth, as well as less than expected cost savings and increased profitability from the Company's initiative to optimize the long-term profitability of its various site operations, and a price peak of the Company's stock on the date of the business combination to which the goodwill relates. Following a goodwill impairment charge in 2018 which reduced the carrying value of the energy production reporting unit including goodwill to fair value based on discounted cash flows, exclusion of the discounted cash flows related to the assets sold during the year ended December 31, 2019 resulted in impairment of the remaining goodwill assigned to the energy production reporting unit in an amount proportionate to the discounted cash flows related to the assets sold. The goodwill impairment as a result of the sales and recognized in the first quarter of 2019 totaled $3,693,198 , reducing the remaining carrying value of the energy production reporting unit, including goodwill to the discounted cash flow of the remaining sites or fair value. See Note 5. "Sale of Energy Producing Assets and Goodwill Impairment" for further discussion. |
Revolving line of credit, Conve
Revolving line of credit, Convertible debentures and loan due to related party | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Revolving line of credit, Convertible debentures and loan due to related party | Revolving line of credit, Convertible debentures and loan due to related party In connection with the acquisition of American DG Energy, the Company assumed a loan from John N. Hatsopoulos, the Company's then Co-Chief Executive Officer and a Company Director. The loan was in the amount of $850,000 with interest at 6% , payable quarterly. On May 4, 2018, the Company, through a payment of $919,590 , terminated the loan and all obligations under the loan. 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% , 6.25% as of December 31, 2019 . 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 unfinanced capital expenditures in excess of $500,000 in the aggregate in any fiscal year. As of December 31, 2019 , the Company believes it is in compliance with covenants. 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 December 31, 2019 and 2018 , the outstanding balance on the line of credit was $2,452,330 and $2,122,221 , respectively. The unamortized portion of debt issuance cost related to the Credit Agreement was $49,946 and $112,786 , respectively and is included as a reduction to the revolving line of credit in the accompanying Consolidated Balance Sheets. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2019 | |
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 . Total rent expense for the years ended December 31, 2019 and 2018 amounted to $744,781 and $755,579 , respectively. See Note 13. "Leases" for further discussion. 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, 2019 of approximately $138,000 due ratably in equal installments through September 2021, and certain guarantees of performance in respect of certain customer contracts. Based on current conditions, the Company does not believe there to be any amounts probable of payment by the Company under any of the guarantees and has estimated the value associated with the non-contingent aspect of the guarantees is approximately $7,000 which is recorded as a liability in the accompanying financial statements. In connection with the sale of energy producing assets, the Company made certain guarantees to the purchaser as discussed in Note 6. Sale of Energy Producing Assets and Goodwill Impairment. In the first quarter of 2019 the Company recorded a reduction on the gain on sale and a corresponding liability of $350,000 in the financial statements to reserve for such future costs. After incurring shortfall payments of approximately $319,649 and recording a provision of $81,960 , the remaining balance in this reserve is $112,311 . Dismissal of Litigation The Company was previously a party to an action in the United States District Court for the District of Massachusetts, described below, related to the Merger. All claims in the litigation relating to the Merger have been dismissed. On November 16, 2018, the US District Court for the District of Massachusetts dismissed all remaining claims against all defendants in the litigation against Tecogen Inc. and its affiliates, including American DG Energy Inc., and their directors and certain officers, relating to the merger of American DG Energy Inc. with and into a subsidiary of Tecogen Inc. in a case filed on May 15, 2017 titled Vardakas v. American DG. Energy, Inc., Case No. 17-CV-1024(LTS). |
Product warranty
Product warranty | 12 Months Ended |
Dec. 31, 2019 | |
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, 2017 $ 133,500 Warranty provision for units sold 348,100 Costs of warranty incurred (341,000 ) Warranty reserve, December 31, 2018 140,600 Warranty provision for units sold 535,700 Costs of warranty incurred (471,000 ) Warranty reserve, December 31, 2019 $ 205,300 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Leases | Leases On January 1, 2019, the Company adopted the guidance under ASU No. 2016-02, "Leases" ("ASC 842") under the cumulative-effect method of transition where comparative information has not been restated and continues to be reported under the standards in effect for those periods. The adoption did not result in any cumulative-effect adjustment to beginning retained earnings. The Company elected certain practical expedients upon adoption and therefore has not reassessed whether any expired or existing contracts contain leases, has not reassessed the lease classification for any expired or existing leases and has not reassessed initial direct costs for any existing leases. Our leases principally consist of operating leases related to our corporate office, field offices, and our research, manufacturing and storage facilities. Our lease terms do not include options to extend or terminate the lease until we are reasonably certain that we will exercise that option. At inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. Some of the Company’s lease arrangements contain lease components (e.g. minimum rent payments) and non-lease components (e.g. maintenance, labor charges, etc.). The Company generally accounts for each component separately based on the estimated standalone price of each component. Operating leases are included in Right-of-use assets, Lease obligations, current and Lease obligations, long term on the Consolidated Balance Sheets. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using an incremental borrowing rate consistent with the lease terms or implicit rates, when readily determinable. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. Lease expense for operating leases, which principally consists of fixed payments for base rent, is recognized on a straight-line basis over the lease term. Lease expense for the years ended December 31, 2019 and 2018 was $744,781 and $755,579 , respectively. Supplemental information related to leases for the year ended December 31, 2019 was as follows: Cash paid for amounts included in the measurement of operating lease liabilities $ 641,290 Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,676,202 Weighted-average remaining lease term - operating leases 4.0 years Weighted-average discount rate - operating leases 6 % Future minimum lease commitments under non-cancellable operating leases as of December 31, 2019 were as follows: Operating Leases 2020 $ 649,801 2021 576,698 2022 559,115 2023 566,863 2024 134,700 Total lease payments 2,487,177 Less: imputed interest 313,226 Total $ 2,173,951 |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders’ equity Common Stock 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, 2019 and 2018 , there were 24,849,261 and 24,824,746 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, 2019 , no preferred shares were issued or outstanding. 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, 2019 , 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, 2019 and 2018 was 1,906,180 and 1,990,980 , respectively. In 2019 the Company granted nonqualified options to purchase an aggregate of 88,500 shares of common stock in a range of $3.40 and $3.80 per share to certain officers and employees. These options have a vesting schedule of four years and expire in ten years . The fair value of the options issued in 2019 was $89,772 . The weighted-average grant date fair value of stock options granted during 2019 was $1.01 per option. In 2018 , the Company granted nonqualified options to purchase an aggregate of 367,500 shares of common stock for between $2.30 and $4.04 per share to certain employees and a director. These options have a vesting schedule of four years and expire in ten years . The fair value of the options issued in 2018 was $365,054 . The weighted-average grant date fair value of stock options granted during 2018 was $0.99 per option. In 2019 and 2018 , option holders exercised 24,515 and 57,854 options, respectively, with an aggregate intrinsic value of $19,794 and $137,085 , respectively. Stock option activity for the year ended December 31, 2019 was as follows: Common Stock Options Number of Options Exercise Share Weighted Price Weighted Life Aggregate Value Outstanding, December 31, 2018 1,292,589 $0.79-$10.33 $ 3.52 5.93 years $ 671,331 Granted 88,500 $3.40-$3.80 3.70 Exercised (24,515 ) $1.20-$2.60 1.37 19,794 Canceled and forfeited (3,700 ) $3.22-$4.50 3.46 Outstanding, December 31, 2019 1,352,874 $0.79-$10.33 $ 3.57 5.30 years $ 95,381 Exercisable, December 31, 2019 953,499 $ 3.54 $ 95,381 Vested and expected to vest, December 31, 2019 1,292,968 $ 3.57 $ 95,381 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 2019 and 2018 are as follows: Stock option awards: 2019 2018 Expected life 6.25 years 6.25 years Risk-free interest rate 2.56% 2.73% Expected volatility 22.50% 20.90% During the years ended December 31, 2019 and 2018 , the Company recognized stock-based compensation expense of $163,464 and $181,188 , respectively, related to the issuance of stock options. No tax benefit was recognized related to the stock-based compensation expense recorded during the years. At December 31, 2019 and 2018 , the total compensation cost related to unvested stock option awards not yet recognized is $340,503 and $415,941 , respectively. This amount will be recognized over a weighted average period of 1.67 years . |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 by level within the fair value hierarchy. December 31, 2019 Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Total Level 1 Level 2 Level 3 Total losses Recurring fair value measurements Available-for-sale equity securities EuroSite Power Inc. $ 216,487 $ — $ 216,487 $ — $ (19,680 ) Total recurring fair value measurements $ 216,487 $ — $ 216,487 $ — $ (19,680 ) December 31, 2018 Recurring fair value measurements Available-for-sale equity securities EuroSite Power Inc. $ 236,167 $ — $ 236,167 $ — $ (283,401 ) Total recurring fair value measurements $ 236,167 $ — $ 236,167 $ — $ (283,401 ) 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, 2019 | |
Retirement Benefits [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 $265,280 and $238,680 to the Plan in 2019 and 2018 , respectively. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions In connection with the acquisition of American DG Energy, the Company assumed a loan from John N. Hatsopoulos, the Company's then Co-Chief Executive Officer and a Company Director. The loan is in the amount of $850,000 and bears interest at 6% , payable quarterly. On May 4, 2018, the Company, through a payment of $919,590 , terminated the loan and all obligations under the loan. 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. Until the Company acquired the assets of TTcogen, the Company accounted for its interest in TTcogen's operations using equity method 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"), to terminate 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 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 (Notes)
Segments (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segments | Segments As of December 31, 2019 , 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, 2019 and 2018 : Products and Services Energy Production Corporate, other and elimination (1) Total Year ended December 31, 2019 Revenue - external customers $ 30,285,614 $ 3,140,834 $ — $ 33,426,448 Intersegment revenue 609,530 — (609,530 ) — Total revenue $ 30,895,144 $ 3,140,834 $ (609,530 ) $ 33,426,448 Gross profit $ 11,091,898 $ 1,386,854 $ — $ 12,478,752 Identifiable assets $ 32,508,704 $ 8,607,931 $ — $ 41,116,635 Year ended December 31, 2018 Revenue - external customers $ 29,484,158 $ 6,399,526 $ — $ 35,883,684 Intersegment revenue 1,211,148 — (1,211,148 ) — Total revenue 30,695,306 6,399,526 (1,211,148 ) 35,883,684 Gross profit 10,993,490 2,598,372 — 13,591,862 Identifiable assets 27,566,921 22,337,472 — 49,904,393 (1) Corporate, intersegment revenue, other and elimination includes various corporate assets. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 is as follows: 2019 2018 Pre-tax book income (loss) (4,779,179 ) (5,768,378 ) Expected tax at 21% (1,008,353 ) (1,211,359 ) Permanent differences: Machinery & equipment 3,728 4,658 Mark to market 4,133 24,798 Goodwill impairment 775,572 922,024 Intangible Amortization (105,573 ) (180,780 ) Stock compensation — — Non-deductible interest — — Other (3,044 ) 876 State taxes: Current 15,194 32,748 Deferred (110,517 ) (120,477 ) Other items: Federal research and development credits (48,153 ) (35,550 ) Change in valuation allowance 1,479,000 (153,000 ) Deferred tax past year true-up's (30,981 ) (99,348 ) True up - ADG NOL IRC Sec 382 limitation — 817,198 Other (955,812 ) 30,960 Income tax provision $ 15,194 $ 32,748 The components of net deferred tax assets recognized in the accompanying consolidated balance sheets at December 31, 2019 and 2018 are as follows: 2019 2018 Net operating loss carryforwards $ 8,299,000 $ 7,206,000 R&D and ITC credit carryforwards 317,000 244,000 Accrued expenses and other 1,224,000 1,140,000 Accounts receivable 20,000 7,000 Inventory 78,000 73,000 Property, plant and equipment 779,000 568,000 Deferred tax assets 10,717,000 9,238,000 Valuation allowance (10,717,000 ) (9,238,000 ) Deferred tax assets, net $ — $ — At December 31, 2019 , the Company had approximately $33,606,000 of Federal Loss Carryforwards that expire beginning in the year 2023 through 2037. In addition, the Company has varying amounts of state net operating losses, expiring at various dates starting in 2020 through 2039. 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 2019 , the Company’s valuation allowance increased by $1,479,000 . This increase is affected by the absorption of deferred tax attributes associated with its acquisition of American DG Energy, Inc. along with permanent book to tax differences and provision to return adjustments. 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 2018 and 2019 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 been determined to be $391,940 per year for a 20 year period at the ADGE level. The Company, however, has enough pre-merger NOLs to offset anticipated taxable income for the taxable year ended December 31, 2019 and is not expected to be limited in NOL utilization for the period. 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, 2019 or 2018 . 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 2016 for both federal and state jurisdictions. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 subsidiary, ADGE 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 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, 2019 . Investments in partnerships and companies in which the Company does not have a controlling financial interest but where we have significant influence, if any, are accounted for under the equity method. Noncontrolling interests in the net assets and operations of ADGNY are reflected in the caption “Noncontrolling interest” in the accompanying consolidated financial statements. All intercompany transactions have been eliminated. |
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 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, 2019 and 2018 which exceeded the $250,000 federally insured limit were approximately $627,676 and $0 , 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, 2019 and no customers who represented more than 10% of revenues for the year ended December 31, 2018 . The Company has approximately five hundred customers who represented 100% of the revenues for the year ended December 31, 2019 . There was one customer who represented more than 10% of the accounts receivable balance as of December 31, 2019 , and one as of December 31, 2018 . |
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, 2019 and 2018 , the allowance for doubtful accounts was $75,000 and $26,800 , respectively. |
Inventory | Inventory Raw materials, work in process, and finished goods inventories are stated at the lower of cost, as determined by the average cost method, or net realizable value. The Company periodically reviews inventory quantities on hand for excess and/or obsolete inventory based primarily on historical usage, as well as based on estimated forecast of product demand. Any reserves that result from this review are charged to cost of sales. |
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. |
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, 2019 . |
Goodwill | Goodwill Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. Impairment testing for goodwill is performed annually, generally in the fourth fiscal quarter, or more frequently if impairment indicators are present. To determine if goodwill is potentially impaired, we have the option to perform a qualitative assessment. However, we may elect to bypass the qualitative assessment and perform an impairment test even if no indications of a potential impairment exist. The impairment test for goodwill is performed at the reporting unit level and compares the fair value of the reporting unit (calculated using a discounted cash flow method) to its carrying value, including goodwill. The discount rate represents our estimate of the weighted-average cost of capital, or expected return, that a marketplace participant would have required as of the valuation date. If the carrying value exceeds the fair value, an impairment charge is recorded for the excess carrying value over fair value, limited to the total amount of goodwill of that reporting unit. Our assessment in 2019 indicated that the carrying value of our energy production reporting unit did not exceed its fair value and therefore resulted in an impairment of goodwill (see Note 9. "Goodwill" ). The Company early-adopted the provisions of ASU 2017-04, during 2018, which simplified the impairment testing process by eliminating the requirement to determine the implied fair value of goodwill. The Company tests goodwill for impairment on either a qualitative basis under certain conditions, or a quantitative basis. On a quantitative basis, fair value of the reporting units is primarily determined using probability weighted discounted cash flow analysis. |
Leases | Leases On January 1, 2019, the Company adopted the guidance under ASU No. 2016-02, “Leases” (“the new lease standard” or “ASC 842”) under the cumulative-effect method of transition where comparative information has not been restated and continues to be reported under the standards in effect for those periods. The adoption did not result in any cumulative-effect adjustment to beginning retained earnings. The Company elected certain practical expedients upon adoption and therefore has not reassessed whether any expired or existing contracts contain leases, has not reassessed the lease classification for any expired or existing leases and has not reassessed initial direct costs for any existing leases. The new standard requires lessees to recognize most leases on their balance sheets as a right-of-use ("ROU") asset with a corresponding lease liability. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. |
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. |
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 18. "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 2016, 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, accounts receivable, available-for-sale securities, accounts payable and revolving line of credit. The recorded values of cash and cash equivalents, accounts receivable, accounts payable and line of credit approximate their fair values based on their short-term nature. At December 31, 2019 , 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 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 general and administrative expenses. For the years ended December 31, 2019 and 2018 , $480,966 and $447,546 of shipping and handling costs were included in general and administrative expenses in the accompanying statements of operations, respectively. 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 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 years ended December 31, 2019 and 2018 . Year Ended December 31, 2019 Products and Services Energy Production Total Products $ 12,977,896 $ — $ 12,977,896 Installation services 7,505,964 — 7,505,964 Maintenance services 9,801,754 — 9,801,754 Energy production — 3,140,834 3,140,834 Total revenue $ 30,285,614 $ 3,140,834 $ 33,426,448 Year Ended December 31, 2018 Products and Services Energy Production Total Products 12,624,867 $ — $ 12,624,867 Installation services 8,097,473 — 8,097,473 Maintenance services 8,761,818 — 8,761,818 Energy production — 6,399,526 6,399,526 Total revenue $ 29,484,158 $ 6,399,526 $ 35,883,684 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 Balance Sheets. Revenue recognized during the year ended December 31, 2019 that is included in unbilled revenue is approximately $2.7 million . Approximately $2.2 million of revenue was billed in this period that had been recognized in previous periods. Revenue recognized during the year ended December 31, 2019 that was included in deferred revenue at the beginning of the period was approximately $2,526,206 . 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. |
Advertising Costs | Advertising Costs The Company expenses the costs of advertising as incurred. For the years ended December 31, 2019 and 2018 , advertising expense was approximately $142,000 and $273,000 , 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 $1,460,000 and $1,298,000 were recognized for each of the years ended December 31, 2019 and 2018 , 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 | Significant New Accounting Standards Adopted this Period 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 Company adopted this standard as of January 1, 2019 on a modified retrospective basis. See Note 13. "Leases" for further discussion. Significant New Accounting Standards or Updates Not Yet Effective Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments . The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about an entity's expected credit losses on financial instruments and other commitments to extend credit at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to develop credit loss estimates. Subsequent to issuing ASU 2016-13, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses , for the purpose of clarifying certain aspects of ASU 2016-13. ASU 2018-19 has the same effective date and transition requirements as ASU 2016-13. ASU 2016-13 will be effective for the Company's fiscal year beginning January 1, 2020, using a modified retrospective approach. Early adoption is permitted. The Company is currently assessing the impact this ASU will have on its consolidated financial statements. |
Summary of significant accoun_3
Summary of significant accounting policies Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following table further disaggregates our revenue by major source by segment for the years ended December 31, 2019 and 2018 . Year Ended December 31, 2019 Products and Services Energy Production Total Products $ 12,977,896 $ — $ 12,977,896 Installation services 7,505,964 — 7,505,964 Maintenance services 9,801,754 — 9,801,754 Energy production — 3,140,834 3,140,834 Total revenue $ 30,285,614 $ 3,140,834 $ 33,426,448 Year Ended December 31, 2018 Products and Services Energy Production Total Products 12,624,867 $ — $ 12,624,867 Installation services 8,097,473 — 8,097,473 Maintenance services 8,761,818 — 8,761,818 Energy production — 6,399,526 6,399,526 Total revenue $ 29,484,158 $ 6,399,526 $ 35,883,684 |
Loss per common share (Tables)
Loss per common share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Income (Loss) Per Common Share, Basic and Diluted | Basic and diluted loss per share for the years ended December 31, 2019 and 2018 , respectively, was as follows: 2019 2018 Net loss attributable to stockholders $ (4,709,019 ) $ (5,708,532 ) Weighted average shares outstanding - Basic and diluted 24,839,957 24,815,926 Loss per share - Basic and diluted $ (0.19 ) $ (0.23 ) Anti-dilutive shares underlying stock options outstanding 142,756 144,077 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventories at December 31, 2019 and 2018 consisted of the following. 2019 2018 Raw materials, net $ 5,966,162 $ 5,881,099 Work-in-process 439,067 413,763 Finished goods — — $ 6,405,229 $ 6,294,862 |
Intangible assets other than _2
Intangible assets other than goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets and liabilities at December 31, 2019 and 2018 consist of the following: December 31, 2019 December 31, 2018 Intangible assets Cost Accumulated Amortization Net Cost Accumulated Amortization Net Product certifications $ 726,159 $ (399,906 ) $ 326,253 $ 726,159 $ (345,658 ) $ 380,501 Patents 1,017,108 (206,499 ) 810,609 910,569 (188,239 ) 722,330 Developed technology 240,000 (108,000 ) 132,000 240,000 (92,000 ) 148,000 Trademarks 26,896 — 26,896 22,752 — 22,752 In process R&D 263,936 — 263,936 263,936 — 263,936 TTcogen intangible assets 29,607 (6,477 ) 23,130 29,607 (2,776 ) 26,831 Favorable contract assets 274,858 (263,901 ) 10,957 1,561,739 (232,099 ) 1,329,640 $ 2,578,564 $ (984,783 ) $ 1,593,781 $ 3,754,762 $ (860,772 ) $ 2,893,990 Intangible liability Unfavorable contract liability $ 4,689,025 $ (2,154,207 ) $ 2,534,818 $ 7,912,275 $ (1,619,676 ) $ 6,292,599 |
Schedule of Estimated Future Amortization Expense | Aggregate future amortization over the next five years is estimated to be as follows: Non-contract related intangibles Contract related intangibles Total 2020 $ 246,967 $ (431,990 ) (185,023 ) 2021 232,266 (437,477 ) (205,211 ) 2022 225,556 (411,844 ) (186,288 ) 2023 218,368 (335,183 ) (116,815 ) 2024 195,961 (290,260 ) (94,299 ) Thereafter 436,810 (617,107 ) (180,297 ) $ 1,555,928 $ (2,523,861 ) $ (967,933 ) |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment at December 31, 2019 and 2018 consisted of the following: Estimated Useful Life (in Years) 2019 2018 Energy systems 10 - 15 years $ 4,372,638 $ 12,709,990 Machinery and equipment 5 - 7 years 1,462,208 1,355,617 Furniture and fixtures 5 years 193,698 222,542 Computer software 3 - 5 years 192,865 200,626 Leasehold improvements * 450,792 450,792 6,672,201 14,939,567 Less - accumulated depreciation and amortization (3,206,253 ) (3,666,452 ) Net property, plant and equipment $ 3,465,948 $ 11,273,115 * Lesser of estimated useful life of asset or lease term |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2017 $ 40,870 $ 13,324,785 $ 13,365,655 Impairment loss — (4,390,590 ) (4,390,590 ) Balance at December 31, 2018 40,870 8,934,195 8,975,065 Impairment loss-Sale of assets, Note 5 — (3,693,198 ) (3,693,198 ) Balance at December 31, 2019 $ 40,870 $ 5,240,997 $ 5,281,867 |
Product warranty (Tables)
Product warranty (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Guarantees [Abstract] | |
Schedule of Product Warranty Reserve | Changes in the Company’s warranty reserve were as follows: Warranty reserve, December 31, 2017 $ 133,500 Warranty provision for units sold 348,100 Costs of warranty incurred (341,000 ) Warranty reserve, December 31, 2018 140,600 Warranty provision for units sold 535,700 Costs of warranty incurred (471,000 ) Warranty reserve, December 31, 2019 $ 205,300 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Supplemental Information Related to Leases | Supplemental information related to leases for the year ended December 31, 2019 was as follows: Cash paid for amounts included in the measurement of operating lease liabilities $ 641,290 Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,676,202 Weighted-average remaining lease term - operating leases 4.0 years Weighted-average discount rate - operating leases 6 % |
Future Minimum Lease Commitments | Future minimum lease commitments under non-cancellable operating leases as of December 31, 2019 were as follows: Operating Leases 2020 $ 649,801 2021 576,698 2022 559,115 2023 566,863 2024 134,700 Total lease payments 2,487,177 Less: imputed interest 313,226 Total $ 2,173,951 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) - Tecogen | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 was as follows: Common Stock Options Number of Options Exercise Share Weighted Price Weighted Life Aggregate Value Outstanding, December 31, 2018 1,292,589 $0.79-$10.33 $ 3.52 5.93 years $ 671,331 Granted 88,500 $3.40-$3.80 3.70 Exercised (24,515 ) $1.20-$2.60 1.37 19,794 Canceled and forfeited (3,700 ) $3.22-$4.50 3.46 Outstanding, December 31, 2019 1,352,874 $0.79-$10.33 $ 3.57 5.30 years $ 95,381 Exercisable, December 31, 2019 953,499 $ 3.54 $ 95,381 Vested and expected to vest, December 31, 2019 1,292,968 $ 3.57 $ 95,381 |
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 2019 and 2018 are as follows: Stock option awards: 2019 2018 Expected life 6.25 years 6.25 years Risk-free interest rate 2.56% 2.73% Expected volatility 22.50% 20.90% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 by level within the fair value hierarchy. December 31, 2019 Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Total Level 1 Level 2 Level 3 Total losses Recurring fair value measurements Available-for-sale equity securities EuroSite Power Inc. $ 216,487 $ — $ 216,487 $ — $ (19,680 ) Total recurring fair value measurements $ 216,487 $ — $ 216,487 $ — $ (19,680 ) December 31, 2018 Recurring fair value measurements Available-for-sale equity securities EuroSite Power Inc. $ 236,167 $ — $ 236,167 $ — $ (283,401 ) Total recurring fair value measurements $ 236,167 $ — $ 236,167 $ — $ (283,401 ) |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Infomration by Reportable Segment | The following table presents information by reportable segment for the years ended December 31, 2019 and 2018 : Products and Services Energy Production Corporate, other and elimination (1) Total Year ended December 31, 2019 Revenue - external customers $ 30,285,614 $ 3,140,834 $ — $ 33,426,448 Intersegment revenue 609,530 — (609,530 ) — Total revenue $ 30,895,144 $ 3,140,834 $ (609,530 ) $ 33,426,448 Gross profit $ 11,091,898 $ 1,386,854 $ — $ 12,478,752 Identifiable assets $ 32,508,704 $ 8,607,931 $ — $ 41,116,635 Year ended December 31, 2018 Revenue - external customers $ 29,484,158 $ 6,399,526 $ — $ 35,883,684 Intersegment revenue 1,211,148 — (1,211,148 ) — Total revenue 30,695,306 6,399,526 (1,211,148 ) 35,883,684 Gross profit 10,993,490 2,598,372 — 13,591,862 Identifiable assets 27,566,921 22,337,472 — 49,904,393 (1) Corporate, intersegment revenue, other and elimination includes various corporate assets. |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 is as follows: 2019 2018 Pre-tax book income (loss) (4,779,179 ) (5,768,378 ) Expected tax at 21% (1,008,353 ) (1,211,359 ) Permanent differences: Machinery & equipment 3,728 4,658 Mark to market 4,133 24,798 Goodwill impairment 775,572 922,024 Intangible Amortization (105,573 ) (180,780 ) Stock compensation — — Non-deductible interest — — Other (3,044 ) 876 State taxes: Current 15,194 32,748 Deferred (110,517 ) (120,477 ) Other items: Federal research and development credits (48,153 ) (35,550 ) Change in valuation allowance 1,479,000 (153,000 ) Deferred tax past year true-up's (30,981 ) (99,348 ) True up - ADG NOL IRC Sec 382 limitation — 817,198 Other (955,812 ) 30,960 Income tax provision $ 15,194 $ 32,748 |
Schedule of Deferred Tax Assets | The components of net deferred tax assets recognized in the accompanying consolidated balance sheets at December 31, 2019 and 2018 are as follows: 2019 2018 Net operating loss carryforwards $ 8,299,000 $ 7,206,000 R&D and ITC credit carryforwards 317,000 244,000 Accrued expenses and other 1,224,000 1,140,000 Accounts receivable 20,000 7,000 Inventory 78,000 73,000 Property, plant and equipment 779,000 568,000 Deferred tax assets 10,717,000 9,238,000 Valuation allowance (10,717,000 ) (9,238,000 ) Deferred tax assets, net $ — $ — |
Nature of business and operat_2
Nature of business and operations (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 2 |
Summary of significant accoun_4
Summary of significant accounting policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Joint venture, percent owned | 51.00% | |
Allowance for doubtful accounts | $ 75,000 | $ 26,800 |
Impairment of long-lived assets | $ 0 | |
Number of operating segments | segment | 2 | |
Advertising expense | $ 142,000 | 273,000 |
Research and development | 1,460,000 | $ 1,298,000 |
Lease liabilities | $ 2,173,951 |
Summary of significant accoun_5
Summary of significant accounting policies - Concentration of Credit Risk (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)customer | Dec. 31, 2018USD ($)customer | |
Concentration Risk [Line Items] | ||
Cash, FDIC Insured Amount | $ | $ 250,000 | |
Cash, Uninsured Amount | $ | $ 627,676 | $ 0 |
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 | 500 | |
Customer concentration risk | Trade accounts receivable | ||
Concentration Risk [Line Items] | ||
Number of customer representing more than 10% of revenues or trade accounts receivable | 1 | 1 |
Summary of significant accoun_6
Summary of significant accounting policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
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 |
Summary of significant accoun_7
Summary of significant accounting policies - Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 33,426,448 | $ 35,883,684 |
Payment term on product sales | 30 days | |
Payment Term on Energy Production Contract Invoices | 30 days | |
Unbilled revenue recognized | $ 2,700,000 | |
Revenue billed that was recognized in previous periods | 2,200,000 | |
Deferred revenue recognized | 2,526,206 | |
Remaining performance obligations | $ 2,800,000 | |
Performance obligation recognized over next 24 months (percent) | 98.00% | |
Performance obligation recognized over next 12 months (percent) | 3.00% | |
Performance obligation recognized in subsequent 12 months (percent) | 95.00% | |
Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 12,977,896 | 12,624,867 |
Installation Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,505,964 | 8,097,473 |
Maintenance Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,801,754 | 8,761,818 |
Energy Production | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 3,140,834 | 6,399,526 |
Light Installation [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Payment Term on Installation Services | 30 days | |
Turnkey Installation [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Payment Term on Installation Services | 30 days | |
Energy Production | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 3,140,834 | 6,399,526 |
Energy Production | Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | |
Energy Production | Installation Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | |
Energy Production | Maintenance Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | |
Energy Production | Energy Production | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,140,834 | 6,399,526 |
Product and Service | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 30,895,144 | 30,695,306 |
Product and Service | Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 12,977,896 | 12,624,867 |
Product and Service | Installation Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,505,964 | 8,097,473 |
Product and Service | Maintenance Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,801,754 | 8,761,818 |
Product and Service | Energy Production | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | |
General and Administrative Expense | ||
Disaggregation of Revenue [Line Items] | ||
Shipping and handling expenses | 480,966 | 447,546 |
Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 33,426,448 | 35,883,684 |
Operating Segments | Energy Production | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,140,834 | 6,399,526 |
Operating Segments | Product and Service | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 30,285,614 | $ 29,484,158 |
Loss per common share - Schedul
Loss per common share - Schedule of Loss Per Common Share, Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss attributable to stockholders | $ (4,709,019) | $ (5,708,532) |
Weighted average shares outstanding - basic and diluted | 24,839,957 | 24,815,926 |
Net loss per share - basic and diluted | $ (0.19) | $ (0.23) |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares underlying stock options outstanding | 142,756 | 144,077 |
Acquisition of American DG En_2
Acquisition of American DG Energy Inc. - Additional Information (Details) - USD ($) | May 18, 2017 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Stock issuance costs netted against APIC | $ 377,246 | |||
Goodwill | 8,975,065 | $ 5,281,867 | $ 13,365,655 | |
Goodwill expected to be tax deductible | $ 0 | |||
General and Administrative Expense | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | $ 322,566 | |||
American DG Energy | ||||
Business Acquisition [Line Items] | ||||
Ownership interest (percent) | 100.00% | |||
Goodwill | $ 13,300,000 |
Sale of ADG Assets (Details)
Sale of ADG Assets (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019USD ($)salesite | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of sales of energy producing assets | sale | 2 | |||
Number of energy producing sites sold | site | 8 | |||
Consideration received | $ 7,000,000 | |||
Gain on sale of assets | $ (1,081,304) | $ 22,088 | ||
Goodwill assigned | 5,281,867 | 8,975,065 | $ 13,365,655 | |
Goodwill impairment | (3,693,198) | (4,390,590) | ||
Energy Production | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Goodwill assigned | $ 0 | 5,240,997 | 8,934,195 | $ 13,324,785 |
Goodwill impairment | $ (3,693,198) | $ (4,390,590) |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials, net | $ 5,966,162 | $ 5,881,099 |
Work-in-process | 439,067 | 413,763 |
Finished goods | 0 | 0 |
Inventory, Net | $ 6,405,229 | $ 6,294,862 |
Intangible assets other than _3
Intangible assets other than goodwill - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 92,209 | $ 112,359 |
Net credit to cost of sales related to the amortization of contract related assets and liabilities | 502,729 | 860,858 |
Product Certifications | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Capitalized finited lived intangible assets | 0 | 120,455 |
Patents | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Capitalized finited lived intangible assets | $ 106,539 | 102,245 |
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 | $ 4,144 | $ 3,212 |
Intangible assets other than _4
Intangible assets other than goodwill - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 2,578,564 | $ 3,754,762 |
Less - accumulated amortization | (984,783) | (860,772) |
Intangible Assets, Net | 1,593,781 | 2,893,990 |
Product Certifications | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 726,159 | 726,159 |
Less - accumulated amortization | (399,906) | (345,658) |
Intangible Assets, Net | 326,253 | 380,501 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,017,108 | 910,569 |
Less - accumulated amortization | (206,499) | (188,239) |
Intangible Assets, Net | 810,609 | 722,330 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 240,000 | 240,000 |
Less - accumulated amortization | (108,000) | (92,000) |
Intangible Assets, Net | 132,000 | 148,000 |
TTcogen Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 29,607 | 29,607 |
Less - accumulated amortization | (6,477) | (2,776) |
Intangible Assets, Net | 23,130 | 26,831 |
Favorable contract assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 274,858 | 1,561,739 |
Less - accumulated amortization | (263,901) | (232,099) |
Intangible Assets, Net | 10,957 | 1,329,640 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 26,896 | 22,752 |
Less - accumulated amortization | 0 | 0 |
Intangible Assets, Net | 26,896 | 22,752 |
In process R&D | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 263,936 | 263,936 |
Less - accumulated amortization | 0 | 0 |
Intangible Assets, Net | 263,936 | 263,936 |
Unfavorable Contract Liability | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible liability | 4,689,025 | 7,912,275 |
Less - accumulated amortization | (2,154,207) | (1,619,676) |
Intangible Liabilities, Net | $ 2,534,818 | $ 6,292,599 |
Intangible assets other than _5
Intangible assets other than goodwill - Schedule of Estimated Future Amortization Expense (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 1,593,781 | $ 2,893,990 |
Contract Asset and Liability | ||
Finite-Lived Intangible Assets [Line Items] | ||
2020 | 185,023 | |
2021 | 205,211 | |
2022 | 186,288 | |
2023 | 116,815 | |
2024 | 94,299 | |
Thereafter | 180,297 | |
Intangible assets, net | 967,933 | |
Contract Asset and Liability | Contract related intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
2020 | 431,990 | |
2021 | 437,477 | |
2022 | 411,844 | |
2023 | 335,183 | |
2024 | 290,260 | |
Thereafter | 617,107 | |
Intangible assets, net | 2,523,861 | |
Contract Asset and Liability | Non-contract related intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
2020 | 246,967 | |
2021 | 232,266 | |
2022 | 225,556 | |
2023 | 218,368 | |
2024 | 195,961 | |
Thereafter | 436,810 | |
Intangible assets, net | $ 1,555,928 |
Property, plant and equipment -
Property, plant and equipment - Summary of Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 6,672,201 | $ 14,939,567 | |
Less: accumulated depreciation and amortization | (3,206,253) | (3,666,452) | |
Net property, plant and equipment | $ 3,465,948 | 11,273,115 | |
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 | $ 4,372,638 | 12,709,990 | |
Energy systems | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life - years | 10 years | ||
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 | $ 1,462,208 | 1,355,617 | |
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 | $ 193,698 | 222,542 | |
Useful life - years | 5 years | ||
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 192,865 | 200,626 | |
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] | $ 450,792 | $ 450,792 |
[1] | Lesser of estimated useful life of asset or lease term |
Property, plant and equipment_2
Property, plant and equipment -Depreciation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 847,622 | $ 1,537,622 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||
Goodwill, beginning | $ 8,975,065 | $ 13,365,655 |
Impairment loss | (3,693,198) | (4,390,590) |
Goodwill, ending | 5,281,867 | 8,975,065 |
Product and Service | ||
Goodwill [Line Items] | ||
Goodwill, beginning | 40,870 | 40,870 |
Impairment loss | 0 | 0 |
Goodwill, ending | 40,870 | 40,870 |
Energy Production | ||
Goodwill [Line Items] | ||
Goodwill, beginning | 8,934,195 | 13,324,785 |
Impairment loss | (3,693,198) | (4,390,590) |
Goodwill, ending | $ 5,240,997 | $ 8,934,195 |
Revolving line of credit, Con_2
Revolving line of credit, Convertible debentures and loan due to related party (Details) | May 04, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 18, 2017USD ($) |
Debt Instrument [Line Items] | ||||
Payment made to terminate senior convertible promissory note | $ 0 | $ 850,000 | ||
Chief Executive Officer (John N. Hatsopoulos) | ||||
Debt Instrument [Line Items] | ||||
Loan from related party | $ 850,000 | |||
Payment made to terminate senior convertible promissory note | $ 919,590 | |||
Demand notes | Chief Executive Officer (John N. Hatsopoulos) | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (percent) | 6.00% | |||
Webster Business Credit Corporation | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (percent) | 6.25% | |||
Credit facility, maximum borrowing capacity | $ 10,000,000 | |||
Fixed charge coverage ratio | 1.10 | |||
Annual financial capital expenditure limit | $ 500,000 | |||
Debt issuance costs | $ 145,011 | |||
Amortization period for debt issuance costs | 3 years | |||
Line of credit outstanding | $ 2,452,330 | 2,122,221 | ||
Line of credit, debt issuance costs | $ 49,946 | $ 112,786 | ||
One Month LIBOR | Webster Business Credit Corporation | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.00% | |||
Lender's Base Rate | Webster Business Credit Corporation | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.50% | |||
Federal Funds Rate | Webster Business Credit Corporation | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Lender's Base Rate - One Month LIBOR | Webster Business Credit Corporation | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% |
Commitments and contingencies -
Commitments and contingencies - Operating Lease Obligations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Office space and warehouse facilities | ||
Operating Leased Assets [Line Items] | ||
Lease expense | $ 744,781 | $ 755,579 |
Commitments and contingencies_2
Commitments and contingencies - Agreement with Digital Energy Corp. (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Mar. 31, 2019 | |
Loss Contingencies [Line Items] | ||
Guarantee liability | $ 112,311 | $ 350,000 |
Shortfall payments | 319,649 | |
Provision | 81,960 | |
Eurosite Power Inc. | ||
Loss Contingencies [Line Items] | ||
Guarantee of obligations of EuroSite Power Inc. | 138,000 | |
Guarantee liability | $ 7,000 |
Product warranty - Schedule of
Product warranty - Schedule of Product Warranty Reserve (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Guarantees [Abstract] | ||
Product warranty period | 1 year | |
Schedule of Product Warranty Reserve [Roll Forward] | ||
Warranty reserve, beginning balance | $ 140,600 | $ 133,500 |
Warranty provision for units sold | 535,700 | 348,100 |
Costs of warranty incurred | (471,000) | (341,000) |
Warranty reserve, ending balance | $ 205,300 | $ 140,600 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Office space and warehouse facilities | ||
Lessor, Lease, Description [Line Items] | ||
Lease expense | $ 744,781 | $ 755,579 |
Leases - Operating Lease Costs
Leases - Operating Lease Costs (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 641,290 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 2,676,202 |
Weighted-average remaining lease term - operating leases | 4 years |
Weighted-average discount rate - operating leases (percent) | 6.00% |
Leases - Future Minimum Lease C
Leases - Future Minimum Lease Commitments (Details) | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 649,801 |
2021 | 576,698 |
2022 | 559,115 |
2023 | 566,863 |
2024 | 134,700 |
Total lease payments | 2,487,177 |
Less: imputed interest | 313,226 |
Total | $ 2,173,951 |
Stockholders' equity - Common S
Stockholders' equity - Common Stock and Receivable from Shareholder (Details) - shares | May 18, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 13, 2013 |
Class of Stock [Line Items] | ||||
Shares issued in acquisition (shares) | 4,662,937 | |||
Common stock, shares outstanding | 24,849,261 | 24,824,746 | ||
Preferred stock, shares authorized | 10,000,000 | |||
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 ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Historical forfeiture rate (percent) | 15.00% | |
Options granted, exercise price range, lower limit (usd per share) | $ 3.40 | |
Options granted, exercise price range, upper limit (usd per share) | $ 3.80 | |
Tecogen | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted | 88,500 | 367,500 |
Options granted, exercise price range, lower limit (usd per share) | $ 3.40 | $ 2.30 |
Options granted, exercise price range, upper limit (usd per share) | $ 3.80 | $ 4.04 |
Award vesting period | 4 years | |
Award expiration period | 10 years | |
Fair value of options issued | $ 89,772 | $ 365,054 |
Weighted-average grant date fair value of options granted | $ 1.01 | $ 0.99 |
Exercised, aggregate intrinsic value | $ 19,794 | $ 137,085 |
Exercised (shares) | 24,515 | 57,854 |
Recognized stock-based compensation | $ 163,464 | $ 181,188 |
Compensation cost related to unvested restricted stock awards and stock option awards not yet recognized | $ 340,503 | $ 415,941 |
Compensation cost not yet recognized, weighted average period of recognition | 1 year 8 months 1 day | |
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 | 1,906,180 | 1,990,980 |
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, 2019 | Dec. 31, 2018 | |
Exercise Price Per Share [Abstract] | ||
Granted, Exercise Price Lower Range Limit (usd per share) | $ 3.40 | |
Granted, Exercise Price Upper Range Limit (usd per share) | $ 3.80 | |
Tecogen | ||
Stock Options Outstanding [Roll Forward] | ||
Beginning (shares) | 1,292,589 | |
Granted (shares) | 88,500 | 367,500 |
Exercised (shares) | (24,515) | (57,854) |
Canceled and forfeited (shares) | (3,700) | |
Ending (shares) | 1,352,874 | 1,292,589 |
Exercisable (shares) | 953,499 | |
Vested and expected to vest (shares) | 1,292,968 | |
Weighted Average Exercise Price [Roll Forward] | ||
Beginning (usd per share) | $ 3.52 | |
Granted (usd per share) | 3.70 | |
Exercised (usd per share) | 1.37 | |
Canceled and forfeited (usd per share) | 3.46 | |
Ending (usd per share) | $ 3.57 | $ 3.52 |
Exercised, aggregate intrinsic value | $ 19,794 | $ 137,085 |
Exercisable (usd per share) | $ 3.54 | |
Vested and expected to vest (usd per share) | $ 3.57 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Outstanding, Aggregate Intrinsic Value | $ 95,381 | $ 671,331 |
Exercisable, Aggregate Intrinsic Value | 95,381 | |
Vested and expected to vest, Aggregate Intrinsic Value | $ 95,381 | |
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) | 10.33 | 10.33 |
Granted, Exercise Price Lower Range Limit (usd per share) | 3.40 | 2.30 |
Granted, Exercise Price Upper Range Limit (usd per share) | 3.80 | $ 4.04 |
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) | 3.22 | |
Canceled and Forfeited, Exercise Price Upper Range Limit (usd per share) | $ 4.50 | |
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 | 5 years 3 months 20 days | 5 years 11 months 5 days |
Stockholders' equity - Weighted
Stockholders' equity - Weighted Average Assumptions (Details) - Tecogen - Stock Options | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
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 | 2.56% | 2.73% |
Expected volatility | 22.50% | 20.90% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total losses | $ (19,680) | $ (283,401) |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total recurring fair value measurements | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total recurring fair value measurements | 216,487 | 236,167 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total recurring fair value measurements | 0 | 0 |
Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total recurring fair value measurements | 216,487 | 236,167 |
Eurosite Power Inc. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total losses | (19,680) | (283,401) |
Eurosite Power Inc. | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale equity securities | 0 | 0 |
Eurosite Power Inc. | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale equity securities | 216,487 | 236,167 |
Eurosite Power Inc. | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale equity securities | 0 | 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 | $ 216,487 | $ 236,167 |
Retirement plans (Details)
Retirement plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Maximum employer annual contribution per employee, percent | 4.50% | |
Contributions to plan | $ 265,280 | $ 238,680 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | May 04, 2018 | Mar. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | May 18, 2017 | May 19, 2016 |
Related Party Transaction [Line Items] | ||||||
Payment made to terminate senior convertible promissory note | $ 0 | $ 850,000 | ||||
TTcogen, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Equity interest in joint venture (percent) | 50.00% | |||||
Tedom USA | ||||||
Related Party Transaction [Line Items] | ||||||
Equity interest in joint venture (percent) | 50.00% | |||||
Chief Executive Officer (John N. Hatsopoulos) | ||||||
Related Party Transaction [Line Items] | ||||||
Loan from related party | $ 850,000 | |||||
Chief Executive Officer (John N. Hatsopoulos) | Demand notes | ||||||
Related Party Transaction [Line Items] | ||||||
Stated interest rate (percent) | 6.00% | |||||
Tedom USA | ||||||
Related Party Transaction [Line Items] | ||||||
Equity interest in joint venture (percent) | 50.00% | |||||
Initial payment to acquire productive assets | $ 1 | |||||
Payments to acquire equity method investments | 72,597 | |||||
Payments to acquire productive assets | $ 72,598 | |||||
Chief Executive Officer (John N. Hatsopoulos) | ||||||
Related Party Transaction [Line Items] | ||||||
Loan from related party | $ 850,000 | |||||
Payment made to terminate senior convertible promissory note | $ 919,590 | |||||
Chief Executive Officer (John N. Hatsopoulos) | Demand notes | ||||||
Related Party Transaction [Line Items] | ||||||
Stated interest rate (percent) | 6.00% |
Related party transactions - As
Related party transactions - Assets Acquired and Liabilities Assumed (Details) - Tedom USA's Membership Interest in TTcogen | Mar. 27, 2018USD ($) |
Related Party Transaction [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) | 12 Months Ended | |
Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 2 | |
Total revenue | $ 33,426,448 | $ 35,883,684 |
Gross profit | 12,478,752 | 13,591,862 |
Identifiable assets | 41,116,635 | 49,904,393 |
Products and Services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 30,895,144 | 30,695,306 |
Gross profit | 11,091,898 | 10,993,490 |
Identifiable assets | 32,508,704 | 27,566,921 |
Energy Production | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 3,140,834 | 6,399,526 |
Gross profit | 1,386,854 | 2,598,372 |
Identifiable assets | 8,607,931 | 22,337,472 |
Corporate, other and elimination | ||
Segment Reporting Information [Line Items] | ||
Total revenue | (609,530) | (1,211,148) |
Gross profit | 0 | 0 |
Identifiable assets | 0 | 0 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 33,426,448 | 35,883,684 |
Operating Segments | Products and Services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 30,285,614 | 29,484,158 |
Operating Segments | Energy Production | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 3,140,834 | 6,399,526 |
Operating Segments | Corporate, other and elimination | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Intersegment Eliminations | Products and Services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 609,530 | 1,211,148 |
Intersegment Eliminations | Energy Production | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Intersegment Eliminations | Corporate, other and elimination | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ (609,530) | $ (1,211,148) |
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, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Line Items] | ||
Federal statutory income tax rate (percent) | 21.00% | |
Pre-tax book income | $ (4,779,179) | $ (5,768,378) |
Income tax provision | 15,194 | 32,748 |
Income Tax Provision | ||
Income Tax Disclosure [Line Items] | ||
Pre-tax book income | (5,768,378) | |
Expected tax at 21% | (1,008,353) | (1,211,359) |
Machinery & equipment | 3,728 | 4,658 |
Mark to market | 4,133 | 24,798 |
Goodwill impairment | 775,572 | 922,024 |
Intangible Amortization | (105,573) | (180,780) |
Stock compensation | 0 | 0 |
Non-deductible interest | 0 | 0 |
Other | (3,044) | 876 |
Current | 15,194 | 32,748 |
Deferred | (110,517) | (120,477) |
Federal research and development credits | (48,153) | (35,550) |
Change in valuation allowance | 1,479,000 | (153,000) |
Deferred tax past year true-up's | (30,981) | (99,348) |
True up - ADG NOL IRC Sec 382 limitation | 0 | 817,198 |
Other | (955,812) | 30,960 |
Income tax provision | $ 15,194 | $ 32,748 |
Income taxes - Schedule of Defe
Income taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 8,299,000 | $ 7,206,000 |
R&D and ITC credit carryforwards | 317,000 | 244,000 |
Accrued expenses and other | 1,224,000 | 1,140,000 |
Accounts receivable | 20,000 | 7,000 |
Inventory | 78,000 | 73,000 |
Property, plant and equipment | 779,000 | 568,000 |
Deferred tax assets | 10,717,000 | 9,238,000 |
Valuation allowance | (10,717,000) | (9,238,000) |
Deferred tax assets, net | $ 0 | $ 0 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Internal Revenue Service (IRS) | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 33,606,000 | |
Income Tax Provision | ||
Operating Loss Carryforwards [Line Items] | ||
Change in valuation allowance | 1,479,000 | $ (153,000) |
American DG Energy | ||
Operating Loss Carryforwards [Line Items] | ||
Ownership interest (percent) | 100.00% | |
Annual limitation of acquired NOL | $ 391,940 | |
Period of limitation on acquired NOL | 20 years |