Cover
Cover | 6 Months Ended |
Jun. 30, 2022 shares | |
Document and Entity Information [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jun. 30, 2022 |
Document Transition Report | false |
Entity File Number | 001-36103 |
Entity Registrant Name | TECOGEN INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 04-3536131 |
Entity Address, Address Line One | 45 First Avenue |
Entity Address, City or Town | Waltham |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02451 |
City Area Code | 781 |
Local Phone Number | 466-6402 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 24,850,261 |
Entity Central Index Key | 0001537435 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 2,831,107 | $ 3,614,463 | |
Accounts receivable, net | 8,880,828 | 8,482,286 | |
Unbilled revenue | 2,141,132 | 3,258,189 | |
Employee retention credit receivable | 713,269 | 1,276,021 | |
Inventories, net | 8,203,093 | 7,764,989 | |
Prepaid and other current assets | 601,419 | 578,801 | |
Total current assets | 23,370,848 | 24,974,749 | |
Property, plant and equipment, net | 1,710,644 | 1,782,944 | |
Right of use assets | 1,561,757 | 1,869,210 | |
Intangible assets, net | 1,099,510 | 1,181,023 | |
Goodwill | 2,406,156 | 2,406,156 | |
Other assets | 184,809 | 148,140 | |
TOTAL ASSETS | 30,333,724 | 32,362,222 | $ 31,319,242 |
Current liabilities: | |||
Accounts payable | 3,260,479 | 3,508,354 | |
Accrued expenses | 2,269,239 | 2,343,728 | |
Deferred revenue | 1,263,919 | 1,957,752 | |
Lease obligations, current | 665,310 | 641,002 | |
Unfavorable contract liability, current | 274,501 | 330,032 | |
Total current liabilities | 7,733,448 | 8,780,868 | |
Long-term liabilities: | |||
Deferred revenue, net of current portion | 313,131 | 208,456 | |
Lease obligations, net of current portion | 974,751 | 1,315,275 | |
Unfavorable contract liability, net of current portion | 769,721 | 929,474 | |
Total liabilities | 9,791,051 | 11,234,073 | |
Commitments and contingencies (Note 12) | |||
Tecogen Inc. shareholders’ equity: | |||
Common stock, $0.001 par value; 100,000,000 shares authorized; 24,850,261 and 24,850,261 issued and outstanding at June 30,2021 and December 31, 2020, respectively | 24,850 | 24,850 | |
Additional paid-in capital | 57,202,459 | 57,016,859 | |
Accumulated deficit | (36,600,430) | (35,833,621) | |
Total Tecogen Inc. stockholders’ equity | 20,626,879 | 21,208,088 | |
Non-controlling interest | (84,206) | (79,939) | |
Total stockholders’ equity | 20,542,673 | 21,128,149 | $ 19,514,094 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 30,333,724 | $ 32,362,222 | |
Common stock, shares outstanding | 24,850,261 | 24,850,261 | |
Common stock, shares issued | 24,850,261 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 24,850,261 | |
Common stock, shares outstanding | 24,850,261 | 24,850,261 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total revenues | $ 6,414,593 | $ 6,145,102 | $ 13,852,916 | $ 12,202,263 |
Total cost of sales | 3,711,144 | 3,302,464 | 8,058,678 | 6,408,417 |
Gross profit | 2,703,449 | 2,842,638 | 5,794,238 | 5,793,846 |
Operating expenses | ||||
General and administrative | 2,824,832 | 2,438,452 | 5,298,735 | 4,892,305 |
Selling | 503,601 | 580,871 | 1,004,692 | 1,091,074 |
Research and development | 194,853 | 132,883 | 334,988 | 259,033 |
Gain on disposition of assets | (2,500) | (36,445) | 0 | |
Gain on termination of unfavorable contract liability | (71,375) | 0 | ||
Total operating expenses | 3,520,786 | 3,152,206 | 6,530,595 | 6,242,412 |
Loss from operations | (817,337) | (309,568) | (736,357) | (448,566) |
Other income (expense) | ||||
Other income (expense), net | (1,265) | (1,125) | (15,416) | (2,328) |
Interest expense | (12,733) | (5,088) | (13,561) | (9,728) |
Employee retention credit | 0 | 713,268 | 0 | (713,268) |
Gain on sale | 0 | 6,046 | ||
Gain on extinguishment of debt | 0 | 1,887,859 | ||
Unrealized gain (loss) on investment securities | 0 | 18,749 | 37,497 | 56,246 |
Total other income (expense), net | (13,998) | 725,804 | 8,520 | 2,651,363 |
Income (loss) before provision for state income taxes | (831,335) | 416,236 | (727,837) | 2,202,797 |
Provision for state income taxes | 6,500 | 7,933 | 10,430 | 15,991 |
Consolidated net income (loss) | (837,835) | 408,303 | (738,267) | 2,186,806 |
Income attributable to the non-controlling interest | (18,383) | (8,672) | (28,542) | (20,468) |
Net income (loss) attributable to Tecogen Inc. | $ (856,218) | $ 399,631 | $ (766,809) | $ 2,166,338 |
Earnings Per Share [Abstract] | ||||
Net income (loss) per share - basic (in USD per share) | $ (0.03) | $ 0.02 | $ (0.03) | $ 0.09 |
Net income (loss) per share - diluted (in usd per share) | $ (0.03) | $ 0.02 | $ (0.03) | $ 0.09 |
Weighted average shares outstanding - basic | 24,850,261 | 24,850,261 | 24,850,261 | 24,850,261 |
Weighted average shares outstanding - diluted | 24,850,261 | 25,125,210 | 24,850,261 | 25,102,470 |
Products | ||||
Total revenues | $ 3,010,115 | $ 2,445,927 | $ 6,949,596 | $ 4,568,649 |
Total cost of sales | 2,015,466 | 1,390,725 | 4,660,221 | 2,565,012 |
Services | ||||
Total revenues | 3,050,191 | 3,328,314 | 5,967,471 | 6,609,458 |
Total cost of sales | 1,473,586 | 1,679,386 | 2,840,338 | 3,216,989 |
Energy production | ||||
Total revenues | 354,287 | 370,861 | 935,849 | 1,024,156 |
Total cost of sales | $ 222,092 | $ 232,353 | $ 558,119 | $ 626,416 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity Statement - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest |
Beginning balance (shares) at Dec. 31, 2020 | 24,850,261 | ||||
Beginning balance at Dec. 31, 2020 | $ 17,267,334 | $ 24,850 | $ 56,814,428 | $ (39,529,621) | $ (42,323) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock based compensation expense | 93,766 | 93,766 | |||
Distributions to Noncontrolling interests | (33,812) | 33,812 | |||
Net income | (20,468) | (2,166,338) | |||
Net income (loss) | 2,186,806 | 20,468 | |||
Ending balance (shares) at Jun. 30, 2021 | 24,850,261 | ||||
Ending balance at Jun. 30, 2021 | 19,514,094 | $ 24,850 | 56,908,194 | (37,363,283) | (55,667) |
Beginning balance (shares) at Mar. 31, 2021 | 24,850,261 | ||||
Beginning balance at Mar. 31, 2021 | 19,066,746 | $ 24,850 | 56,853,513 | (37,762,914) | (48,703) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock based compensation expense | 54,681 | 54,681 | |||
Distributions to Noncontrolling interests | (15,636) | 15,636 | |||
Net income | (8,672) | (399,631) | |||
Net income (loss) | 408,303 | 8,672 | |||
Ending balance (shares) at Jun. 30, 2021 | 24,850,261 | ||||
Ending balance at Jun. 30, 2021 | 19,514,094 | $ 24,850 | 56,908,194 | (37,363,283) | (55,667) |
Beginning balance (shares) at Dec. 31, 2021 | 24,850,261 | ||||
Beginning balance at Dec. 31, 2021 | 21,128,149 | $ 24,850 | 57,016,859 | (35,833,621) | (79,939) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock based compensation expense | 185,600 | 185,600 | |||
Distributions to Noncontrolling interests | (32,809) | 32,809 | |||
Net income | (28,542) | 766,809 | |||
Net income (loss) | (738,267) | 28,542 | |||
Ending balance (shares) at Jun. 30, 2022 | 24,850,261 | ||||
Ending balance at Jun. 30, 2022 | 20,542,673 | $ 24,850 | 57,202,459 | (36,600,430) | (84,206) |
Beginning balance (shares) at Mar. 31, 2022 | 24,850,261 | ||||
Beginning balance at Mar. 31, 2022 | 21,307,784 | $ 24,850 | 57,112,566 | (35,744,212) | (85,420) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock based compensation expense | 89,893 | 89,893 | |||
Distributions to Noncontrolling interests | (17,169) | (17,169) | |||
Net income | (18,383) | 856,218 | |||
Net income (loss) | (837,835) | 18,383 | |||
Ending balance (shares) at Jun. 30, 2022 | 24,850,261 | ||||
Ending balance at Jun. 30, 2022 | $ 20,542,673 | $ 24,850 | $ 57,202,459 | $ (36,600,430) | $ (84,206) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net loss | $ (738,267) | $ 2,186,806 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization, net | 217,718 | 241,470 |
Gain on extinguishment of debt | 0 | (1,887,859) |
Stock-based compensation | 185,600 | 93,766 |
Provision for doubtful accounts | 46,000 | 0 |
Gain on disposition of assets | (36,445) | 0 |
Debt Securities, Available-for-sale, Realized Gain | 0 | (6,046) |
Unrealized gain on investment securities | (37,497) | (56,246) |
Gain on termination of unfavorable contract liability | (71,375) | 0 |
Impairment of intangible asset | 0 | 7,400 |
Changes in operating assets and liabilities | ||
Accounts receivable | (444,541) | 894,100 |
Employee retention credit receivable | 562,752 | 0 |
Unbilled revenue | 1,117,057 | 367,750 |
Inventory | (438,102) | 357,072 |
Prepaid expenses and other current assets | (22,618) | (242,588) |
Other assets | 308,282 | (537,197) |
Increase (decrease) in: | ||
Accounts payable | (247,876) | (1,585,368) |
Accrued expenses and other current liabilities | (74,490) | 290,342 |
Deferred revenue | (589,158) | (45,118) |
Other liabilities | (316,217) | 531,335 |
Net cash used in operating activities | (579,177) | (103,649) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (209,034) | (47,504) |
Proceeds from the sale of investment securities | 0 | 11,637 |
Purchases of intangible assets | (29,505) | (5,682) |
Proceeds from the sale of investment securities | 67,169 | 0 |
Distributions to non-controlling interest | (32,809) | (33,812) |
Net cash used in investing activities | (204,179) | (75,361) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from note payable | 0 | 1,874,269 |
Net cash provided by financing activities | 0 | 1,874,269 |
Change in cash and cash equivalents | (783,356) | 1,695,259 |
Cash and cash equivalents, beginning of the period | 3,614,463 | 1,490,219 |
Cash and cash equivalents, end of the period | 2,831,107 | 3,185,478 |
Non-cash investing and financing activities: | ||
Cash paid for interest | 12,733 | 0 |
Cash paid for taxes | $ 10,430 | $ 15,991 |
Description of business and bas
Description of business and basis of presentation | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of business and basis of presentation | Description of Business and Basis of Presentation Description of Business Tecogen Inc., or we, our or us, produces commercial and industrial engine-driven, combined heat and power (CHP) products that reduce energy costs, decrease greenhouse gas emissions and alleviate congestion on the national power grid. Our products supply electric power or mechanical power for cooling, while heat from the engine is recovered and purposefully used at a facility. We also install, own, operate and maintain complete energy systems and other complementary systems at customer sites and sell electricity, hot water, heat and cooling energy under long-term contracts at prices guaranteed to the customer to be below conventional utility rates. The majority of our customers are located in regions with the highest utility rates, typically California, the Midwest and the Northeast. Our common stock is quoted on OTC Markets Group, Inc.'s OTCQX Best Market tier and trades under the symbol "TGEN." On May 18, 2017, the Company acquired 100% of the outstanding common stock of American DG Energy Inc., formerly a related entity, in a stock-for-stock merger. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The condensed consolidated balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in Tecogen's Annual Report on Form 10-K for the year ended December 31, 2021. The accompanying unaudited condensed consolidated financial statements include our accounts and the accounts of entities in which we have a controlling financial interest. Those entities include our wholly-owned subsidiaries American DG Energy Inc., Tecogen CHP Solutions, Inc., and a joint venture, American DG New York, LLC, in which American DG Energy Inc. holds a 51% interest. Investments in partnerships and companies in which we do not have a controlling financial interest but where we have significant influence are accounted for under the equity method. Any intercompany transactions have been eliminated in consolidation. Our operations are comprised of three business segments. Our Products segment designs, manufactures and sells industrial and commercial cogeneration systems as described above. Our Services segment provides operation and maintenance services to customers for our products. Our Energy Production segment sells energy in the form of electricity, heat, hot water and cooling to our customers under long-term sales agreements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The provisions for income taxes in the accompanying unaudited consolidated statements of operations differ from that which would be expected by applying the federal statutory tax rate primarily due to losses for which no benefit is recognized. Employee Retention Credit On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law providing numerous tax provisions and other stimulus measures, including an employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC. Section 2301(c)(2)(B) of the CARES Act permits an employer to use an alternative quarter to calculate gross receipts and the employer may determine if the decline in gross receipt tests is met for a calendar quarter in 2021 by comparing its gross receipts for the immediately preceding calendar quarter with those for the corresponding calendar quarter in 2019. Accordingly, for the first quarter of 2021, we elected to use our gross receipts for the fourth calendar quarter of 2020 compared to our gross receipts for the fourth calendar quarter of 2019. As a result of our election to use an alternative quarter, we qualified for the ERC in the first, second and third quarters of 2021 because our gross receipts decreased by more than 20% from the first, second and third quarters of 2019. As a result of averaging 100 or fewer full-time employees in 2019, all wages paid to employees in the first, second and third quarters of 2021, excluding the wages that were applied to the Paycheck Protection Loan Second Draw, were eligible for the ERC. Wages used towards PPP loan forgiveness cannot be used as qualified wages for purposes of the ERC. Accounting Standards Codification 105, "Generally Accepted Accounting Principles," describes the decision-making framework when no guidance exists in US GAAP for a particular transaction. Specifically, ASC 105-10-05-2 instructs companies to look for guidance for a similar transaction within US GAAP and apply that guidance by analogy. As such, forms of government assistance, such as the ERC, provided to business entities would not be within the scope of ASC 958, but it may be applied by analogy under ASC 105-10-05-2. We accounted for the Employee Retention Credit as a government grant in accordance with Accounting Standards Update 2013-06, Not-for-Profit Entities (Topic 958) ("ASU 2013-06") by analogy under ASC 105-10-05-2. Under this standard, government grants are recognized when the conditions on which they depend are substantially met. The conditions for recognition of the ERC include, but are not limited to: • An entity has been adversely affected by the COVID-19 pandemic • We have not used qualifying payroll for both the Paycheck Protection Program and the ERC • We incurred payroll costs to retain employees • The process for filing for the credit is an administrative task and not a barrier to receiving the credits |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue Recognition [Abstract] | |
Revenue | Revenue Revenue is recognized when performance obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of control of our products, services and energy production. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services or energy to customers. Shipping and handling fees billed to customers in a sales transaction are recorded in revenue and shipping and handling costs incurred are recorded in cost of sales. We have elected to exclude from revenue any value-added sales and other taxes which we collect concurrent with revenue-producing activities. These accounting policy elections are consistent with the manner in which we historically recorded shipping and handling fees and value-added taxes. Incremental costs incurred by us to obtain a contract with a customer are negligible, if any, and are expensed ratably in proportion to the related revenue recognized. Disaggregated Revenue In general, our business segmentation is aligned according to the nature and economic characteristics of our products and customer relationships and provides meaningful disaggregation of each business segment's results of operations. The following table further disaggregates our revenue by major source by segment for the three months ended June 30, 2022 and 2021. Three Months Ended June 30, 2022 Products Services Energy Production Total Products $ 3,010,115 $ — $ — $ 3,010,115 Maintenance services — 3,050,191 — 3,050,191 Energy production — 354,287 354,287 Total revenue $ 3,010,115 $ 3,050,191 $ 354,287 $ 6,414,593 Six Months Ended June 30, 2022 Products Services Energy Production Total Products $ 6,949,596 $ — $ — $ 6,949,596 Installation services — 20,109 — 20,109 Maintenance services — 5,947,362 — 5,947,362 Energy production — 935,849 935,849 Total revenue $ 6,949,596 $ 5,967,471 $ 935,849 $ 13,852,916 Three Months Ended June 30, 2021 Products Services Energy Production Total Products $ 2,445,927 $ — $ — $ 2,445,927 Installation services — 244,553 — 244,553 Maintenance services — 3,083,761 — 3,083,761 Energy production — 0 370,861 370,861 Total revenue $ 2,445,927 $ 3,328,314 $ 370,861 $ 6,145,102 Six Months Ended June 30, 2021 Products Services Energy Production Total Products $ 4,568,649 $ — $ — $ 4,568,649 Installation services — 762,249 — 762,249 Maintenance services — 5,847,209 — 5,847,209 Energy production — — 1,024,156 1,024,156 Total revenue $ 4,568,649 $ 6,609,458 $ 1,024,156 $ 12,202,263 Products Segment Products. Our Product revenues include cogeneration systems that supply electricity and hot water, chillers that provide air-conditioning and hot water and engineered accessories, which consist of ancillary products and parts necessary to install a cogeneration unit including integration into the customers’ existing electrical and mechanical systems. We refer to the package of engineered accessories and engineering and design services necessary for the customers' installation of a cogeneration unit as light installation services. We transfer control and generally recognize a sale when we ship a product from our manufacturing facility at which point the 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. Services Segment Installation Services. We provide installation services typically including all necessary engineering and design, labor, subcontract labor and service to install a cogeneration unit including integration into the customers’ existing electrical and mechanical systems. 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 cost-based input method which we believe appropriately measures and is the most accurate 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 time and material maintenance contracts. Revenue under time and material 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 the amount we have the right to invoice the customer under the contract. Payment terms for maintenance services are generally 30 days. Energy Production Segment Energy Production. Revenue from energy contracts is recognized when electricity, heat, hot and/or chilled water is produced by our owned on-site cogeneration systems. Each month we invoice the customer and recognize revenue for the various forms of energy delivered, based on actual 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 the amount that 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 condensed consolidated balance sheets. We did not recognize any revenue during the six months ended June 30, 2022 that was included in unbilled revenue at the end of the period. Approximately $0 was billed in this period that had been recognized as revenue in previous periods. Revenue recognized during the six ended months June 30, 2022 that was included in deferred revenue at the beginning of the period was approximately $1,315,517. Remaining Performance Obligations Remaining performance obligations related to ASC 606 represent the aggregate transaction price allocated to performance obligations with an original contract term of 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 invoice customers. Remaining performance obligations therefore consist of unsatisfied or partially satisfied performance obligations related to fixed price maintenance contracts and installation contracts. As of June 30, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $0.8 million. We expect to recognize revenue of approximately 78.4% of the remaining performance obligations over the next 24 months, 61.8% recognized in the first 12 months and 16.6% recognized over the subsequent 12 months, and the remainder recognized thereafter. |
Income (Loss) Per Common Share
Income (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Common Share | Income Per Common Share Basic and diluted income (loss) per share for the three and six months ended June 30, 2022 and 2021, respectively, were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net income (loss) available to stockholders $ (856,218) $ 399,631 $ (766,809) $ 2,166,338 Denominator: Weighted average shares outstanding - Basic 24,850,261 24,850,261 24,850,261 24,850,261 Effect of dilutive securities: Stock options — 274,949 — 252,209 Weighted average shares outstanding - Diluted 24,850,261 25,125,210 24,850,261 25,102,470 Basic income (loss) per share $ (0.03) $ 0.02 $ (0.03) $ 0.09 Diluted income (loss) per share $ (0.03) $ 0.02 $ (0.03) $ 0.09 Anti-dilutive shares underlying stock options outstanding 925,396 985,296 925,396 777,296 |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories at June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 December 31, 2021 Raw materials $ 7,540,331 $ 7,072,991 Less: reserves (381,000) (381,000) Raw materials, net $ 7,159,331 $ 6,691,991 Work-in-process 401,601 549,802 Finished goods 642,161 523,196 Total inventories, net $ 8,203,093 $ 7,764,989 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment at June 30, 2022 and December 31, 2021 consisted of the following: Estimated Useful June 30, 2022 December 31, 2021 Energy systems 1 - 15 years $ 3,478,824 $ 3,556,488 Machinery and equipment 5 - 7 years 1,613,029 1,463,153 Furniture and fixtures 5 years 196,007 193,698 Computer software 3 - 5 years 192,865 192,865 Leasehold improvements * 466,789 466,789 5,947,514 5,872,993 Less - accumulated depreciation and amortization (4,236,870) (4,090,049) $ 1,710,644 $ 1,782,944 * Lesser of estimated useful life of asset or lease term Depreciation and amortization expense on property and equipment for the three and six months ended June 30, 2022 and 2021 was $123,818 and $250,610 and $145,458 and $306,014, respectively. During the six months ended June 30, 2022, we received proceeds of $67,169 from the disposition of certain assets, realizing a gain of $36,445. |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities Other Than Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Liabilities Other Than Goodwill | Intangible Assets and Liabilities Other Than Goodwill As of June 30, 2022 and December 31, 2021 we had the following amounts related to intangible assets and liabilities other than goodwill: June 30, 2022 December 31, 2021 Intangible assets Cost Accumulated Amortization Total Cost Accumulated Amortization Total Product certifications $ 777,465 $ (559,162) $ 218,303 $ 765,850 $ (532,676) $ 233,174 Patents 888,911 (360,300) 528,611 871,021 (314,997) 556,024 Developed technology 240,000 (148,000) 92,000 240,000 (140,000) 100,000 Trademarks 26,896 — 26,896 26,896 — 26,896 In Process R&D 263,936 (47,131) 216,805 263,936 (28,279) 235,657 Favorable contract asset 384,465 (367,570) 16,895 384,465 (355,193) 29,272 $ 2,581,673 $ (1,482,163) $ 1,099,510 $ 2,552,168 $ (1,371,145) $ 1,181,023 Intangible liability Unfavorable contract liability $ 2,903,419 $ (1,859,197) $ 1,044,222 $ 3,056,655 $ (1,797,149) $ 1,259,506 The aggregate amortization expense related to intangible assets and liabilities exclusive of contract related intangibles for the three and six months ended June 30, 2022 and 2021 was $50,469 and $100,491 and $51,187 and $94,077, respectively. The net credit to cost of sales related to the amortization of the contract related intangible asset and liability for the three and six months ended June 30, 2022 and 2021 was $62,857 and $133,383 and $79,569 and $158,622, respectively. During the six months ended June 30, 2021 we abandoned certain patent applications amounting to $7,400 and recorded an impairment charge in general and administrative expenses in the period. Favorable/Unfavorable Contract Assets and Liabilities The favorable contract asset and unfavorable contract liability in the foregoing table represent the estimated fair value of American DG Energy's customer contracts (both positive for favorable contracts and negative for unfavorable contracts) which were acquired by us in May 2017. Amortization of intangibles including contract related amounts is calculated using the straight-line method over the remaining useful life or contract term. Aggregate future amortization over the next five years and thereafter as of June 30, 2022 is estimated to be as follows: Non-contract Related Intangibles Contract Related Intangibles Total Year 1 $ 200,712 $ (272,512) $ (71,800) Year 2 192,689 (230,226) (37,537) Year 3 180,127 (140,487) 39,640 Year 4 176,234 (100,629) 75,605 Year 5 172,622 (78,509) 94,113 Thereafter 147,209 (218,842) (71,633) Total $ 1,069,593 (1,041,205) $ 28,388 We recognized a gain on termination of unfavorable contract liability of $71,375 in the six months ended June 30, 2022 due to the closing of certain energy production sites. |
Sale of Energy Producing Assets
Sale of Energy Producing Assets and Goodwill Impairment | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Energy Producing Assets and Goodwill Impairment | Sale of Energy Producing Assets and Goodwill ImpairmentDuring the first quarter of 2019 we 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. In connection with these assets sales, we 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 maintenance and operating fees. These agreements contain provisions whereby we have guaranteed to the purchaser a minimum level or threshold of cash flows from the associated energy production contracts. In October 2021 the minimum guarantee with respect to one of the energy purchase agreements was modified by reducing the guaranteed minimum collections by $35,000 per year, the guaranteed minimum collection amount associated with one site that was sold by the customer. Actual results are compared to the minimum threshold bi-annually and we are contractually obligated to reimburse any shortfall to the purchaser. To the extent actual cash flow results exceed the minimum threshold, we are entitled to fifty percent of such excess under the agreements. Based upon an analysis of these energy producing assets expected future performance, as of June 30, 2022 we do not expect to make any material payments under the guarantee. At June 30, 2022, our obligation under the energy production contracts was $3,911. The foregoing agreements also contain provisions whereby we have 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 we be required to make whole the purchaser under such provisions, we 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. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases Our leases principally consist of operating leases related to our corporate office, field offices, and our research, manufacturing and storage facilities. At inception, we determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. Some of our lease agreements contain lease components (e.g. minimum rent payments) and non-lease components (e.g. maintenance, labor charges, etc.). We account 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 condensed 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 and using an incremental borrowing rate consistent with the lease terms or implicit rates, when readily determinable. For those leases where it is reasonably certain at the commencement date that we will exercise the option to extend the lease, then the lease term will include the lease extension term. 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 consist of fixed payments for base rent, is recognized on a straight-line basis over the lease term. Lease expense for the three and six months ended June 30, 2022 and 2021 was $210,155 and $407,074 and $198,943 and $394,216, respectively. Supplemental information related to leases for the six months ended June 30, 2022 was as follows: Six Months Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 365,509 $ 352,579 Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 825,848 Weighted-average remaining lease term - operating leases 3.70 years 4.30 years Weighted-average discount rate - operating leases 6 % 6 % Supplemental information related to operating leases as of June 30, 2022 and December 31, 2021 was as follows: June 30, 2022 December 31, 2021 Operating leases Right-of-use assets $ 1,561,757 $ 1,869,210 Operating lease liability, current $ 665,310 $ 641,002 Operating lease liability, long-term 974,751 1,315,275 Total operating lease liability $ 1,640,061 $ 1,956,277 Future minimum lease commitments under non-cancellable operating leases as of June 30, 2022 were as follows: Operating Leases Year 1 $ 368,272 Year 2 743,118 Year 3 250,659 Year 4 105,426 Year 5 98,783 Thereafter 223,851 Total lease payments 1,790,109 Less: imputed interest 150,048 Total $ 1,640,061 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-Based Compensation We adopted a 2006 Stock Option and Incentive Plan, or the Plan, under which the Board of Directors may grant incentive or non-qualified stock options and stock grants to key employees, directors, advisors and consultants. The Plan was amended at various dates by the Board of Directors to increase the reserved shares of common stock issuable under the Amended Plan to 3,838,750 as of June 30, 2022, and in June 2017 stockholders approved an amendment to extend the termination date of the Plan to January 1, 2026 and ratified all of our option grants issued 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 June 30, 2022 was 66,518. During the six months ended June 30, 2022, we granted nonqualified options to purchase an aggregate of 726,650 shares of common stock at $1.10 per share to certain officers and employees. These options have a vesting schedule of two years and expire in ten years. The fair value of the options issued in 2022 was $304,550. The weighted-average grant date fair value of stock options granted during 2022 was $0.42 per share. We adopted the 2022 Stock Incentive Plan (the "2022 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. We have reserved 3,800,000 shares of our common stock for issuance pursuant to awards under the 2022 Plan. The adoption of the 2022 Plan was approved by our shareholders on June 9, 2022. Under the 2022 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 2022 Plan. The options are not transferable except by will or domestic relations order. The option price per share under the 2022 Plan cannot be less than the fair market value of the underlying shares on the date of the grant. During the six months ended June 30, 2022, we granted nonqualified options to purchase an aggregate of 125,000 shares of common stock at $1.20 per share to certain directors. These options have a vesting schedule of four years and expire in ten years. The fair value of the options issued in 2022 was $62,500. The weighted-average grant date fair value of stock options granted during 2022 was $0.50 per share. The number of shares remaining available for future issuance under the 2022 Plan as of June 30, 2022 was 3,675,000. Stock option activity for the six months ended June 30, 2022 was as follows: Common Stock Options Number of Exercise Weighted Weighted Aggregate December 31, 2021 2,386,842 $0.71-$10.33 $ 1.81 7.56 years $ 697,935 Granted 851,650 $1.10-$1.20 $ 1.11 Exercised — Canceled and forfeited (28,400) $1.10-$4.50 $ 1.53 Outstanding, June 30, 2022 3,210,092 $0.71-$10.33 $ 1.63 7.73 years $ 617,001 Exercisable, June 30, 2022 1,303,217 $ 2.47 $ 249,903 Vested and expected to vest, June 30, 2022 2,924,061 $ 1.68 $ 561,936 Consolidated stock-based compensation expense for the three and six months ended June 30, 2022 and 2021 was $89,893 and $185,600 and $54,681 and $93,766, respectively. No tax benefit was recognized related to the stock-based compensation recorded during the period. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
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. We currently do 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. We have Level 2 financial assets and liabilities as provided below. Level 3 - Unobservable inputs reflecting management’s own assumptions about the input used in pricing the asset or liability. We do not currently have any Level 3 financial assets or liabilities. The following tables presents the asset reported in "other assets" in the consolidated balance sheet measured at its fair value on a recurring basis as of June 30, 2022 and 2021 by level within the fair value hierarchy. June 30, 2022 Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Unrealized Description Total Level 1 Level 2 Level 3 Gains Recurring fair value measurements Marketable equity securities EuroSite Power Inc. $ 112,492 $ — $ 112,492 $ — $ 37,497 Total recurring fair value measurements $ 112,492 $ — $ 112,492 $ — $ 37,497 June 30, 2021 Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Unrealized Description Total Level 1 Level 2 Level 3 Gains Recurring fair value measurements Marketable equity securities EuroSite Power Inc. $ 168,739 $ — $ 168,739 $ — $ 56,246 Total recurring fair value measurements $ 168,739 $ — $ 168,739 $ — $ 56,246 We utilize a Level 2 category fair value measurement to value our investment in EuroSite Power, Inc. as a marketable equity security at period end. That measurement is equal to the quoted market closing price at period end. Since this security is not actively traded we classify it as Level 2. The following table summarizes changes in Level 2 assets which are comprised of marketable equity securities for the six months ended June 30, 2022 and 2021: Fair value at December 31, 2021 $ 74,995 Unrealized gains 37,497 Fair value at June 30, 2022 $ 112,492 Fair value at December 31, 2020 $ 118,084 Sale of 93,187 shares (5,591) Unrealized gains 56,246 Fair value at June 30, 2021 $ 168,739 |
Notes Payable (Notes)
Notes Payable (Notes) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Paycheck Protection Program Loan On April 17, 2020, we obtained an unsecured loan through Webster Bank, N.A. in the amount of $1,874,200 in connection with the Paycheck Protection Program pursuant to the Coronavirus Aid, Relief, and Economic Security Act, as amended ("CARES Act”) administered by the United States Small Business Administration ("SBA"). On January 19, 2021, we received a letter dated January 12, 2021 from Webster Bank, NA confirming that the Paycheck Protection Program Loan issued to us pursuant to the CARES Act, in the original principal amount of $1,874,200 together with accrued interest of $13,659 was forgiven in full as of January 11, 2021. We have accounted for the loan forgiveness of $1,887,859 as debt extinguishment in accordance with Accounting Standards Update 2020-09, Debt (Topic 470) ("ASU 2020-09") and reported it as a separate component of other income (expense), net in the condensed consolidated statements of operations for the six months ended June 30, 2021. The loan forgiveness is nontaxable for both state and federal purposes and has been treated accordingly in our condensed consolidated financial statements. Paycheck Protection Program Second Draw Loan On February 5, 2021, we obtained a Paycheck Protection Program Second Draw unsecured loan through Webster Bank, N.A. in the amount of $1,874,269 pursuant to the CARES Act. On September 20, 2021, we received a letter dated September 13, 2021 from Webster Bank, NA confirming that the Paycheck Protection Program Second Draw Loan issued to us pursuant to the CARES Act, in the original principal amount of $1,874,269 together with accrued interest of $11,386 was forgiven in full as of September 8, 2021. We have accounted for the loan forgiveness of $1,885,655 as debt extinguishment in accordance with Accounting Standards Update 2020-09, Debt (Topic 470) ("ASU 2020-09") and reported it as a separate component of other income (expense), net in the condensed consolidated statements of operations for the year ended December 31, 2021. The loan forgiveness is nontaxable for both state and federal purposes and has been treated accordingly in our condensed consolidated financial statements. |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and Contingencies We guaranteed 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. In October 2021, the loan was paid in full. We have no further obligation to Eurosite Power Inc. under this guarantee. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | Segments As of June 30, 2022, we were organized into three operating segments through which senior management evaluates our business. These segments, as described in more detail in Note 1, are organized around the products and services provided to customers and represent our reportable segments. The following table presents information by reportable segment for the three and six months ended June 30, 2022 and 2021: Products Services Energy Production Corporate, other and elimination (1) Total Three months ended June 30, 2022 Revenue - external customers $ 3,010,115 $ 3,050,191 $ 354,287 $ — $ 6,414,593 Intersegment revenue — 62,415 — (62,415) — Total revenue $ 3,010,115 $ 3,112,606 $ 354,287 $ (62,415) $ 6,414,593 Gross profit $ 994,649 $ 1,576,605 $ 132,195 $ — $ 2,703,449 Identifiable assets $ 11,237,886 $ 9,799,483 $ 3,855,043 $ 5,441,312 $ 30,333,724 Six months ended June 30, 2022 Revenue - external customers $ 6,949,596 $ 5,967,471 $ 935,849 $ — $ 13,852,916 Intersegment revenue — 157,669 — (157,669) — Total revenue $ 6,949,596 $ 6,125,140 $ 935,849 $ (157,669) $ 13,852,916 Gross profit $ 2,289,375 $ 3,127,133 $ 377,730 $ — $ 5,794,238 Identifiable assets $ 11,237,886 $ 9,799,483 $ 3,855,043 $ 5,441,312 $ 30,333,724 Three months ended June 30, 2021 Revenue - external customers $ 2,445,927 $ 3,328,314 $ 370,861 $ — $ 6,145,102 Intersegment revenue — 56,988 — (56,988) — Total revenue $ 2,445,927 $ 3,385,302 $ 370,861 $ (56,988) $ 6,145,102 Gross profit $ 1,055,202 $ 1,648,928 $ 138,508 $ — $ 2,842,638 Identifiable assets $ 9,081,448 $ 11,575,860 $ 4,346,635 $ 6,315,299 $ 31,319,242 Six months ended June 30, 2021 Revenue - external customers $ 4,568,649 $ 6,609,458 $ 1,024,156 $ — $ 12,202,263 Intersegment revenue — 188,504 — (188,504) — Total revenue $ 4,568,649 $ 6,797,962 $ 1,024,156 $ (188,504) $ 12,202,263 Gross profit $ 2,003,637 $ 3,392,469 $ 397,740 $ — $ 5,793,846 Identifiable assets $ 9,081,448 $ 11,575,860 $ 4,346,635 $ 6,315,299 $ 31,319,242 (1) Corporate, intersegment revenue, other and elimination includes various corporate assets. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated subsequent events through the date of this filing and determined that no material subsequent events occurred that would require recognition in the consolidated financial statements or disclosure in the notes thereto. |
Description of business and b_2
Description of business and basis of presentation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The condensed consolidated balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in Tecogen's Annual Report on Form 10-K for the year ended December 31, 2021. The accompanying unaudited condensed consolidated financial statements include our accounts and the accounts of entities in which we have a controlling financial interest. Those entities include our wholly-owned subsidiaries American DG Energy Inc., Tecogen CHP Solutions, Inc., and a joint venture, American DG New York, LLC, in which American DG Energy Inc. holds a 51% interest. Investments in partnerships and companies in which we do not have a controlling financial interest but where we have significant influence are accounted for under the equity method. Any intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates |
Income Taxes | Income Taxes The provisions for income taxes in the accompanying unaudited consolidated statements of operations differ from that which would be expected by applying the federal statutory tax rate primarily due to losses for which no benefit is recognized. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue Recognition [Abstract] | |
Disaggregation of Revenue | The following table further disaggregates our revenue by major source by segment for the three months ended June 30, 2022 and 2021. Three Months Ended June 30, 2022 Products Services Energy Production Total Products $ 3,010,115 $ — $ — $ 3,010,115 Maintenance services — 3,050,191 — 3,050,191 Energy production — 354,287 354,287 Total revenue $ 3,010,115 $ 3,050,191 $ 354,287 $ 6,414,593 Six Months Ended June 30, 2022 Products Services Energy Production Total Products $ 6,949,596 $ — $ — $ 6,949,596 Installation services — 20,109 — 20,109 Maintenance services — 5,947,362 — 5,947,362 Energy production — 935,849 935,849 Total revenue $ 6,949,596 $ 5,967,471 $ 935,849 $ 13,852,916 Three Months Ended June 30, 2021 Products Services Energy Production Total Products $ 2,445,927 $ — $ — $ 2,445,927 Installation services — 244,553 — 244,553 Maintenance services — 3,083,761 — 3,083,761 Energy production — 0 370,861 370,861 Total revenue $ 2,445,927 $ 3,328,314 $ 370,861 $ 6,145,102 Six Months Ended June 30, 2021 Products Services Energy Production Total Products $ 4,568,649 $ — $ — $ 4,568,649 Installation services — 762,249 — 762,249 Maintenance services — 5,847,209 — 5,847,209 Energy production — — 1,024,156 1,024,156 Total revenue $ 4,568,649 $ 6,609,458 $ 1,024,156 $ 12,202,263 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Income (Loss) Per Common Share, Basic and Diluted | Basic and diluted income (loss) per share for the three and six months ended June 30, 2022 and 2021, respectively, were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net income (loss) available to stockholders $ (856,218) $ 399,631 $ (766,809) $ 2,166,338 Denominator: Weighted average shares outstanding - Basic 24,850,261 24,850,261 24,850,261 24,850,261 Effect of dilutive securities: Stock options — 274,949 — 252,209 Weighted average shares outstanding - Diluted 24,850,261 25,125,210 24,850,261 25,102,470 Basic income (loss) per share $ (0.03) $ 0.02 $ (0.03) $ 0.09 Diluted income (loss) per share $ (0.03) $ 0.02 $ (0.03) $ 0.09 Anti-dilutive shares underlying stock options outstanding 925,396 985,296 925,396 777,296 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 December 31, 2021 Raw materials $ 7,540,331 $ 7,072,991 Less: reserves (381,000) (381,000) Raw materials, net $ 7,159,331 $ 6,691,991 Work-in-process 401,601 549,802 Finished goods 642,161 523,196 Total inventories, net $ 8,203,093 $ 7,764,989 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment at June 30, 2022 and December 31, 2021 consisted of the following: Estimated Useful June 30, 2022 December 31, 2021 Energy systems 1 - 15 years $ 3,478,824 $ 3,556,488 Machinery and equipment 5 - 7 years 1,613,029 1,463,153 Furniture and fixtures 5 years 196,007 193,698 Computer software 3 - 5 years 192,865 192,865 Leasehold improvements * 466,789 466,789 5,947,514 5,872,993 Less - accumulated depreciation and amortization (4,236,870) (4,090,049) $ 1,710,644 $ 1,782,944 * Lesser of estimated useful life of asset or lease term |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities Other Than Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of June 30, 2022 and December 31, 2021 we had the following amounts related to intangible assets and liabilities other than goodwill: June 30, 2022 December 31, 2021 Intangible assets Cost Accumulated Amortization Total Cost Accumulated Amortization Total Product certifications $ 777,465 $ (559,162) $ 218,303 $ 765,850 $ (532,676) $ 233,174 Patents 888,911 (360,300) 528,611 871,021 (314,997) 556,024 Developed technology 240,000 (148,000) 92,000 240,000 (140,000) 100,000 Trademarks 26,896 — 26,896 26,896 — 26,896 In Process R&D 263,936 (47,131) 216,805 263,936 (28,279) 235,657 Favorable contract asset 384,465 (367,570) 16,895 384,465 (355,193) 29,272 $ 2,581,673 $ (1,482,163) $ 1,099,510 $ 2,552,168 $ (1,371,145) $ 1,181,023 Intangible liability Unfavorable contract liability $ 2,903,419 $ (1,859,197) $ 1,044,222 $ 3,056,655 $ (1,797,149) $ 1,259,506 |
Schedule of Future Amortization Expense | Aggregate future amortization over the next five years and thereafter as of June 30, 2022 is estimated to be as follows: Non-contract Related Intangibles Contract Related Intangibles Total Year 1 $ 200,712 $ (272,512) $ (71,800) Year 2 192,689 (230,226) (37,537) Year 3 180,127 (140,487) 39,640 Year 4 176,234 (100,629) 75,605 Year 5 172,622 (78,509) 94,113 Thereafter 147,209 (218,842) (71,633) Total $ 1,069,593 (1,041,205) $ 28,388 We recognized a gain on termination of unfavorable contract liability of $71,375 in the six months ended June 30, 2022 due to the closing of certain energy production sites. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Supplemental Information Related to Leases | Supplemental information related to leases for the six months ended June 30, 2022 was as follows: Six Months Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 365,509 $ 352,579 Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 825,848 Weighted-average remaining lease term - operating leases 3.70 years 4.30 years Weighted-average discount rate - operating leases 6 % 6 % |
Future Minimum Lease Commitments | Future minimum lease commitments under non-cancellable operating leases as of June 30, 2022 were as follows: Operating Leases Year 1 $ 368,272 Year 2 743,118 Year 3 250,659 Year 4 105,426 Year 5 98,783 Thereafter 223,851 Total lease payments 1,790,109 Less: imputed interest 150,048 Total $ 1,640,061 |
Assets and Liabilities, Lessee | Supplemental information related to operating leases as of June 30, 2022 and December 31, 2021 was as follows: June 30, 2022 December 31, 2021 Operating leases Right-of-use assets $ 1,561,757 $ 1,869,210 Operating lease liability, current $ 665,310 $ 641,002 Operating lease liability, long-term 974,751 1,315,275 Total operating lease liability $ 1,640,061 $ 1,956,277 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Tecogen | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock Option Activity | Stock option activity for the six months ended June 30, 2022 was as follows: Common Stock Options Number of Exercise Weighted Weighted Aggregate December 31, 2021 2,386,842 $0.71-$10.33 $ 1.81 7.56 years $ 697,935 Granted 851,650 $1.10-$1.20 $ 1.11 Exercised — Canceled and forfeited (28,400) $1.10-$4.50 $ 1.53 Outstanding, June 30, 2022 3,210,092 $0.71-$10.33 $ 1.63 7.73 years $ 617,001 Exercisable, June 30, 2022 1,303,217 $ 2.47 $ 249,903 Vested and expected to vest, June 30, 2022 2,924,061 $ 1.68 $ 561,936 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables presents the asset reported in "other assets" in the consolidated balance sheet measured at its fair value on a recurring basis as of June 30, 2022 and 2021 by level within the fair value hierarchy. June 30, 2022 Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Unrealized Description Total Level 1 Level 2 Level 3 Gains Recurring fair value measurements Marketable equity securities EuroSite Power Inc. $ 112,492 $ — $ 112,492 $ — $ 37,497 Total recurring fair value measurements $ 112,492 $ — $ 112,492 $ — $ 37,497 June 30, 2021 Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Unrealized Description Total Level 1 Level 2 Level 3 Gains Recurring fair value measurements Marketable equity securities EuroSite Power Inc. $ 168,739 $ — $ 168,739 $ — $ 56,246 Total recurring fair value measurements $ 168,739 $ — $ 168,739 $ — $ 56,246 |
Schedule of Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings | The following table summarizes changes in Level 2 assets which are comprised of marketable equity securities for the six months ended June 30, 2022 and 2021: Fair value at December 31, 2021 $ 74,995 Unrealized gains 37,497 Fair value at June 30, 2022 $ 112,492 Fair value at December 31, 2020 $ 118,084 Sale of 93,187 shares (5,591) Unrealized gains 56,246 Fair value at June 30, 2021 $ 168,739 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table presents information by reportable segment for the three and six months ended June 30, 2022 and 2021: Products Services Energy Production Corporate, other and elimination (1) Total Three months ended June 30, 2022 Revenue - external customers $ 3,010,115 $ 3,050,191 $ 354,287 $ — $ 6,414,593 Intersegment revenue — 62,415 — (62,415) — Total revenue $ 3,010,115 $ 3,112,606 $ 354,287 $ (62,415) $ 6,414,593 Gross profit $ 994,649 $ 1,576,605 $ 132,195 $ — $ 2,703,449 Identifiable assets $ 11,237,886 $ 9,799,483 $ 3,855,043 $ 5,441,312 $ 30,333,724 Six months ended June 30, 2022 Revenue - external customers $ 6,949,596 $ 5,967,471 $ 935,849 $ — $ 13,852,916 Intersegment revenue — 157,669 — (157,669) — Total revenue $ 6,949,596 $ 6,125,140 $ 935,849 $ (157,669) $ 13,852,916 Gross profit $ 2,289,375 $ 3,127,133 $ 377,730 $ — $ 5,794,238 Identifiable assets $ 11,237,886 $ 9,799,483 $ 3,855,043 $ 5,441,312 $ 30,333,724 Three months ended June 30, 2021 Revenue - external customers $ 2,445,927 $ 3,328,314 $ 370,861 $ — $ 6,145,102 Intersegment revenue — 56,988 — (56,988) — Total revenue $ 2,445,927 $ 3,385,302 $ 370,861 $ (56,988) $ 6,145,102 Gross profit $ 1,055,202 $ 1,648,928 $ 138,508 $ — $ 2,842,638 Identifiable assets $ 9,081,448 $ 11,575,860 $ 4,346,635 $ 6,315,299 $ 31,319,242 Six months ended June 30, 2021 Revenue - external customers $ 4,568,649 $ 6,609,458 $ 1,024,156 $ — $ 12,202,263 Intersegment revenue — 188,504 — (188,504) — Total revenue $ 4,568,649 $ 6,797,962 $ 1,024,156 $ (188,504) $ 12,202,263 Gross profit $ 2,003,637 $ 3,392,469 $ 397,740 $ — $ 5,793,846 Identifiable assets $ 9,081,448 $ 11,575,860 $ 4,346,635 $ 6,315,299 $ 31,319,242 (1) Corporate, intersegment revenue, other and elimination includes various corporate assets. |
Description of business and b_3
Description of business and basis of presentation - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||||
May 18, 2017 | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2020 | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Dec. 31, 2020 employee | |
Business Acquisition [Line Items] | |||||||
Ownerhsip interest in American DG New York, LLC (percent) | 51% | 51% | |||||
Number of business segments | segment | 3 | ||||||
Decrease in gross receipts in quarter (percent) | 20% | ||||||
Average number of employees | employee | 100 | ||||||
Employee Retention Credit | $ | $ 0 | $ (713,268) | $ 0 | $ 713,268 | |||
American DG Energy, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Ownership interest (percent) | 100% |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 6,414,593 | $ 6,145,102 | $ 13,852,916 | $ 12,202,263 |
Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,010,115 | 2,445,927 | 6,949,596 | 4,568,649 |
Maintenance services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,050,191 | 3,083,761 | 5,947,362 | 5,847,209 |
Energy production | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 354,287 | 370,861 | 935,849 | 1,024,156 |
Installation services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 244,553 | 20,109 | 762,249 | |
Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,010,115 | 2,445,927 | 6,949,596 | 4,568,649 |
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,112,606 | 3,385,302 | 6,125,140 | 6,797,962 |
Energy Production | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 354,287 | 370,861 | 935,849 | 1,024,156 |
Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,414,593 | 6,145,102 | 13,852,916 | 12,202,263 |
Operating Segments | Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,010,115 | 2,445,927 | 6,949,596 | 4,568,649 |
Operating Segments | Products | Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,010,115 | 2,445,927 | 6,949,596 | 4,568,649 |
Operating Segments | Products | Maintenance services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Operating Segments | Products | Energy production | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Operating Segments | Products | Installation services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | |
Operating Segments | Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,050,191 | 3,328,314 | 5,967,471 | 6,609,458 |
Operating Segments | Services | Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Operating Segments | Services | Maintenance services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,050,191 | 3,083,761 | 5,947,362 | 5,847,209 |
Operating Segments | Services | Energy production | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | ||
Operating Segments | Services | Installation services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 244,553 | 20,109 | 762,249 | |
Operating Segments | Energy Production | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 354,287 | 370,861 | 935,849 | 1,024,156 |
Operating Segments | Energy Production | Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Operating Segments | Energy Production | Maintenance services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Operating Segments | Energy Production | Energy production | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 354,287 | 370,861 | 935,849 | 1,024,156 |
Operating Segments | Energy Production | Installation services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 0 | $ 0 | $ 0 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Revenue Recognition [Abstract] | |
Payment term on product sales | 30 days |
Payment term on contractually determined milestones | 30 days |
Payment term on energy production contract invoices | 30 days |
Revenue billed this period that had been recognized in previous periods | $ 0 |
Deferred revenue recognized | 1,315,517 |
Remaining performance obligations | $ 800,000 |
Performance obligation revenue expected to be recognized over the next 24 months (percent) | 78.40% |
Performance obligation revenue to be recognized in first 12 months (percent) | 61.80% |
Performance obligation revenue to be recognized over the subsequent 12 months (percent) | 16.60% |
Loss Per Common Share - Schedul
Loss Per Common Share - Schedule of Income (Loss) Per Common Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) available to stockholders | $ (856,218) | $ 399,631 | $ (766,809) | $ 2,166,338 |
Weighted average shares outstanding - basic | 24,850,261 | 24,850,261 | 24,850,261 | 24,850,261 |
Effect of dilutive securities: | ||||
Weighted average shares outstanding - Diluted | 24,850,261 | 25,125,210 | 24,850,261 | 25,102,470 |
Net income (loss) per share - basic (in USD per share) | $ (0.03) | $ 0.02 | $ (0.03) | $ 0.09 |
Net income (loss) per share - diluted (in usd per share) | $ (0.03) | $ 0.02 | $ (0.03) | $ 0.09 |
Stock Options | ||||
Effect of dilutive securities: | ||||
Stock options | 0 | 274,949 | 0 | 252,209 |
Anti-dilutive shares underlying stock options outstanding | 925,396 | 985,296 | 925,396 | 777,296 |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 7,540,331 | $ 7,072,991 |
Less: reserves | (381,000) | (381,000) |
Raw materials, net | 7,159,331 | 6,691,991 |
Work-in-process | 401,601 | 549,802 |
Finished goods | 642,161 | 523,196 |
Inventories, net | $ 8,203,093 | $ 7,764,989 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,947,514 | $ 5,872,993 |
Less - accumulated depreciation and amortization | (4,236,870) | (4,090,049) |
Property and equipment, net, before construction in progress | 1,710,644 | 1,782,944 |
Energy systems | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,478,824 | 3,556,488 |
Energy systems | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life - years | 1 year | |
Energy systems | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life - years | 15 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,613,029 | 1,463,153 |
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 | $ 196,007 | 193,698 |
Useful life - years | 5 years | |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 192,865 | 192,865 |
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 | $ 466,789 | $ 466,789 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Depreciation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 123,818 | $ 145,458 | $ 250,610 | $ 306,014 |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities Other Than Goodwill -Amounts related to intangible assets (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 2,581,673 | $ 2,552,168 |
Less - accumulated amortization | (1,482,163) | (1,371,145) |
Intangible assets, net | 1,099,510 | 1,181,023 |
Unfavorable contract liability | 2,903,419 | 3,056,655 |
Less - accumulated amortization | (1,859,197) | (1,797,149) |
Unfavorable contract liability, net | 1,044,222 | 1,259,506 |
Product Certifications | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 777,465 | 765,850 |
Less - accumulated amortization | (559,162) | (532,676) |
Intangible assets, net | 218,303 | 233,174 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 888,911 | 871,021 |
Less - accumulated amortization | (360,300) | (314,997) |
Intangible assets, net | 528,611 | 556,024 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 240,000 | 240,000 |
Less - accumulated amortization | (148,000) | (140,000) |
Intangible assets, net | 92,000 | 100,000 |
Favorable contract asset | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 384,465 | 384,465 |
Less - accumulated amortization | (367,570) | (355,193) |
Intangible assets, net | 16,895 | 29,272 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 26,896 | 26,896 |
Less - accumulated amortization | 0 | 0 |
Intangible assets, net | 26,896 | 26,896 |
In Process R&D | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 263,936 | 263,936 |
Less - accumulated amortization | (47,131) | (28,279) |
Intangible assets, net | $ 216,805 | $ 235,657 |
Intangible Assets and Liabili_4
Intangible Assets and Liabilities Other Than Goodwill (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 50,469 | $ 51,187 | $ 100,491 | $ 94,077 |
Net credit to cost of sales for amortization of contract related intangible assets and liabilities | $ 62,857 | $ 79,569 | 133,383 | 158,622 |
Gain on termination of unfavorable contract liability | (71,375) | $ 0 | ||
Intangible asset impairment | $ 7,400 |
Intangible Assets and Liabili_5
Intangible Assets and Liabilities Other Than Goodwill - Future Amortization of Customer Contracts (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Non-contract Related Intangibles [Abstract] | ||
Total | $ 1,099,510 | $ 1,181,023 |
Contract Asset and Liability | ||
Non-contract Related Intangibles [Abstract] | ||
Year 4 | 75,605 | |
Year 5 | 94,113 | |
Contract-related Intangibles [Abstract] | ||
Year 1 | (71,800) | |
Year 2 | (37,537) | |
Year 3 | 39,640 | |
Thereafter | (71,633) | |
Total | 28,388 | |
Non-contract Related Intangible Assets | Contract Asset and Liability | ||
Non-contract Related Intangibles [Abstract] | ||
Year 1 | 200,712 | |
Year 2 | 192,689 | |
Year 3 | 180,127 | |
Year 4 | 176,234 | |
Year 5 | 172,622 | |
Thereafter | 147,209 | |
Total | 1,069,593 | |
Customer Contracts | Contract Asset and Liability | ||
Contract-related Intangibles [Abstract] | ||
Year 1 | (272,512) | |
Year 2 | (230,226) | |
Year 3 | (140,487) | |
Year 4 | (100,629) | |
Year 5 | (78,509) | |
Thereafter | (218,842) | |
Total | $ (1,041,205) |
Sale of Energy Producing Asse_2
Sale of Energy Producing Assets and Goodwill Impairment (Details) | 3 Months Ended | |
Mar. 31, 2020 USD ($) site sale | Jun. 30, 2022 USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Number of sales of energy producing assets | sale | 2 | |
Number of energy producing sites sold | site | 8 | |
Consideration received | $ 7,000,000 | |
Obligation under energy production contracts | $ 3,911 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Lease cost | $ 210,155 | $ 198,943 | $ 407,074 | $ 394,216 |
Cash paid for amounts included in the measurement of operating lease liabilities | 365,509 | 352,579 | ||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 0 | $ 825,848 | ||
Weighted-average remaining lease term - operating leases | 3 years 8 months 12 days | 4 years 3 months 18 days | 3 years 8 months 12 days | 4 years 3 months 18 days |
Weighted-average discount rate - operating leases (percent) | 6% | 6% | 6% | 6% |
Leases - Assets and Liabilities
Leases - Assets and Liabilities, Lessee (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right of use assets | $ 1,561,757 | $ 1,869,210 |
Operating Lease, Liability, Current | 665,310 | 641,002 |
Operating Lease, Liability, Noncurrent | 974,751 | 1,315,275 |
Total | $ 1,640,061 | $ 1,956,277 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease obligations, current | Lease obligations, current |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Lease obligations, net of current portion | Lease obligations, net of current portion |
Leases - Future Minimum Lease C
Leases - Future Minimum Lease Commitments (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Year 1 | $ 368,272 | |
Year 2 | 743,118 | |
Year 3 | 250,659 | |
Year 4 | 105,426 | |
Year 5 | 98,783 | |
Thereafter | 223,851 | |
Total lease payments | 1,790,109 | |
Less: imputed interest | 150,048 | |
Total | $ 1,640,061 | $ 1,956,277 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 09, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Payment Arrangement, Noncash Expense | $ 89,893 | $ 54,681 | $ 185,600 | $ 93,766 | |
Fair value of options | $ 62,500 | ||||
Weighted average grant date fair value (in dollars per share) | $ 0.50 | ||||
Share-based Payment Arrangement, Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Price (dollars per share) | $ 1.10 | 1.10 | |||
Share-based Payment Arrangement, Nonemployee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Price (dollars per share) | $ 1.20 | $ 1.20 | |||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost not yet recognized, amount | $ 640,245 | $ 640,245 | |||
Compensation cost not yet recognized, period for recognition | 1 year 8 months 15 days | ||||
Nonqualified Options | Share-based Payment Arrangement, Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (shares) | 726,650 | ||||
Nonqualified Options | Share-based Payment Arrangement, Nonemployee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (shares) | 125,000 | ||||
2022 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares remaining available for future issuance | 3,675,000 | 3,675,000 | |||
2022 Stock Incentive Plan | Nonqualified Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares of common stock reserved for future issuance | 3,800,000 | ||||
Tecogen | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (shares) | 851,650 | ||||
Fair value of options | $ 304,550 | ||||
Weighted average grant date fair value (in dollars per share) | $ 0.42 | ||||
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 | 3,838,750 | |||
Number of shares remaining available for future issuance | 66,518 | 66,518 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Details) - Tecogen - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Stock Options Outstanding [Roll Forward] | ||||
Beginning (shares) | 2,386,842 | 2,386,842 | ||
Granted (shares) | 851,650 | |||
Exercised (shares) | 0 | |||
Canceled and forfeited (shares) | (28,400) | |||
Ending (shares) | 3,210,092 | |||
Exercisable (shares) | 1,303,217 | |||
Vested and expected to vest (shares) | 2,924,061 | |||
Exercise Price Per Share [Abstract] | ||||
Exercise Price Per Share, Outstanding, Minimum (per share) | $ 0.71 | $ 0.71 | ||
Exercise Price Per Share, Outstanding, Maximum (dollars per share) | 10.33 | 10.33 | ||
Weighted Average Exercise Price [Roll Forward] | ||||
Beginning (usd per share) | $ 1.81 | 1.81 | ||
Granted (usd per share) | 1.11 | |||
Canceled and forfeited (usd per share) | 1.53 | |||
Ending (usd per share) | 1.63 | |||
Exercisable (usd per share) | 2.47 | |||
Vested and expected to vest (usd per share) | $ 1.68 | |||
Weighted Average Remaining Life | 7 years 6 months 21 days | 7 years 8 months 23 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Outstanding, Aggregate Intrinsic Value | $ 617,001 | $ 697,935 | ||
Exercisable, Aggregate Intrinsic Value | 249,903 | |||
Vested and expected to vest, Aggregate Intrinsic Value | $ 561,936 | |||
Minimum | ||||
Exercise Price Per Share [Abstract] | ||||
Exercise price per share, Granted (dollars per share) | $ 1.10 | |||
Exercise Price, Canceled and Forfeited (dollars per share) | 1.10 | |||
Maximum | ||||
Exercise Price Per Share [Abstract] | ||||
Exercise price per share, Granted (dollars per share) | 1.20 | |||
Exercise Price, Canceled and Forfeited (dollars per share) | $ 4.50 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value on a Recurring Basis (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unrealized gain (loss) on investment securities | $ 0 | $ 18,749 | $ 37,497 | $ 56,246 | ||
Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unrealized gain (loss) on investment securities | 37,497 | 56,246 | ||||
Fair Value, Measurements, Recurring | Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 0 | 0 | 0 | 0 | ||
Fair Value, Measurements, Recurring | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Available-for-sale equity securities | 112,492 | 168,739 | 112,492 | 168,739 | $ 74,995 | $ 118,084 |
Unrealized gain (loss) | 37,497 | 56,246 | ||||
Assets, Fair Value Disclosure | 112,492 | 168,739 | 112,492 | 168,739 | ||
Fair Value, Measurements, Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 0 | 0 | 0 | 0 | ||
Estimate of Fair Value Measurement | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 112,492 | 168,739 | 112,492 | 168,739 | ||
Eurosite Power, Inc. | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Unrealized gain (loss) on investment securities | 37,497 | 56,246 | ||||
Eurosite Power, Inc. | Fair Value, Measurements, Recurring | Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Available-for-sale equity securities | 0 | 0 | 0 | 0 | ||
Eurosite Power, Inc. | Fair Value, Measurements, Recurring | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Available-for-sale equity securities | 112,492 | 168,739 | 112,492 | 168,739 | ||
Eurosite Power, Inc. | Fair Value, Measurements, Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Available-for-sale equity securities | 0 | 0 | 0 | 0 | ||
Eurosite Power, Inc. | Estimate of Fair Value Measurement | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Available-for-sale equity securities | $ 112,492 | $ 168,739 | $ 112,492 | $ 168,739 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Level 2 Assets (Details) - Fair Value, Measurements, Recurring - Level 2 - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, beginning | $ 74,995 | $ 118,084 |
Sale of 93,187 shares | (5,591) | |
Unrealized gain (loss) | 37,497 | 56,246 |
Fair value, ending | 112,492 | 168,739 |
Eurosite Power, Inc. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, ending | $ 112,492 | $ 168,739 |
Notes Payable (Details)
Notes Payable (Details) - PPP Loan Program - Webster Business Credit Corporation - USD ($) | Sep. 08, 2021 | Jan. 11, 2021 | Feb. 05, 2021 | Apr. 17, 2020 |
Line of Credit Facility [Line Items] | ||||
Notes payable | $ 1,874,269 | $ 1,874,200 | ||
Principal amount forgiven | $ 1,874,269 | $ 1,874,200 | ||
Accrued interest forgiven | 11,386 | 13,659 | ||
Extinguishment of debt, amount | $ 1,885,655 | $ 1,887,859 |
Segments (Details)
Segments (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of operating divisions | segment | 3 | ||||
Revenue | $ 6,414,593 | $ 6,145,102 | $ 13,852,916 | $ 12,202,263 | |
Gross profit | 2,703,449 | 2,842,638 | 5,794,238 | 5,793,846 | |
Assets | 30,333,724 | 31,319,242 | 30,333,724 | 31,319,242 | $ 32,362,222 |
Products | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 3,010,115 | 2,445,927 | 6,949,596 | 4,568,649 | |
Gross profit | 994,649 | 1,055,202 | 2,289,375 | 2,003,637 | |
Assets | 11,237,886 | 9,081,448 | 11,237,886 | 9,081,448 | |
Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 3,112,606 | 3,385,302 | 6,125,140 | 6,797,962 | |
Gross profit | 1,576,605 | 1,648,928 | 3,127,133 | 3,392,469 | |
Assets | 9,799,483 | 11,575,860 | 9,799,483 | 11,575,860 | |
Energy Production | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 354,287 | 370,861 | 935,849 | 1,024,156 | |
Gross profit | 132,195 | 138,508 | 377,730 | 397,740 | |
Assets | 3,855,043 | 4,346,635 | 3,855,043 | 4,346,635 | |
Corporate, other and elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (62,415) | (56,988) | (157,669) | (188,504) | |
Gross profit | 0 | 0 | 0 | 0 | |
Assets | 5,441,312 | 6,315,299 | 5,441,312 | 6,315,299 | |
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 6,414,593 | 6,145,102 | 13,852,916 | 12,202,263 | |
Operating Segments | Products | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 3,010,115 | 2,445,927 | 6,949,596 | 4,568,649 | |
Operating Segments | Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 3,050,191 | 3,328,314 | 5,967,471 | 6,609,458 | |
Operating Segments | Energy Production | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 354,287 | 370,861 | 935,849 | 1,024,156 | |
Operating Segments | Corporate, other and elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Intersegment Eliminations | Products | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Intersegment Eliminations | Services | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 62,415 | 56,988 | 157,669 | 188,504 | |
Intersegment Eliminations | Energy Production | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Intersegment Eliminations | Corporate, other and elimination | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ (62,415) | $ (56,988) | $ (157,669) | $ (188,504) |