UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015
or
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-36103
TECOGEN INC.
(Exact name of Registrant as specified in its charter)
Delaware
04-3536131
(State or Other Jurisdiction of Incorporation or Organization)
(IRS Employer Identification No.)
45 First Avenue
 
Waltham, Massachusetts
02451
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (781) 622-1120

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý   No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý   No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer o
Accelerated filer o
Non –accelerated filer o
Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨   No ý
Title of each class
 
Outstanding, September 30, 2015
Common Stock, $0.001 par value
 
17,588,782


TECOGEN INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2015
TABLE OF CONTENTS
 
PART I - FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

References in this Form 10-Q to "we", "us", "our"', the "Company" and "Tecogen" refers to Tecogen Inc. and its consolidated subsidiary, unless otherwise noted.

TECOGEN INC.

PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 30, 2015 and December 31, 2014 
(unaudited)
 
September 30, 2015
 
December 31, 2014
ASSETS
 
 
 
Current assets:
 

 
 

Cash and cash equivalents
$
3,970,011

 
$
1,186,033

Short-term investments, restricted
294,728

 
585,702

Accounts receivable, net
4,331,181

 
4,750,437

Unbilled revenue
1,801,055

 
696,912

Inventory, net
4,699,913

 
4,090,221

Due from related party
949,129

 
600,251

Deferred financing costs, current portion
50,201

 
50,201

Prepaid and other current assets
354,859

 
348,868

Total current assets
16,451,077

 
12,308,625

Property, plant and equipment, net
565,230

 
658,421

Intangible assets, net
1,046,316

 
1,011,300

Goodwill
40,870

 
40,870

Deferred financing costs, net of current portion
11,439

 
48,990

Other assets
58,425

 
53,325

TOTAL ASSETS
$
18,173,357

 
$
14,121,531

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
2,841,858

 
$
2,416,313

Accrued expenses
1,138,914

 
1,008,153

Deferred revenue
556,145

 
1,666,576

Total current liabilities
4,536,917

 
5,091,042

Long-term liabilities:
 

 
 

Deferred revenue, net of current portion
415,712

 
207,153

Senior convertible promissory note, related party
3,000,000

 
3,000,000

Total liabilities
7,952,629

 
8,298,195

Commitments and contingencies (Note 5)


 


 
 
 
 
Stockholders’ equity:
 

 
 

Tecogen Inc. stockholders’ equity:
 

 
 

Common stock, $0.001 par value; 100,000,000 shares authorized; 17,588,782 and 15,905,881 issued and outstanding at September 30, 2015 and December 31, 2014, respectively
17,589

 
15,906

Additional paid-in capital
31,455,719

 
25,088,213

Accumulated deficit
(20,884,168
)
 
(18,955,023
)
Total Tecogen Inc. stockholders’ equity
10,589,140

 
6,149,096

Noncontrolling interest
(368,412
)
 
(325,760
)
Total stockholders’ equity
10,220,728

 
5,823,336

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
18,173,357

 
$
14,121,531

 The accompanying notes are an integral part of these consolidated financial statements. 

1
TECOGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and nine months ended September 30, 2015 and 2014
(unaudited)
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenues
 
 
 
 
 

 
 

Products
$
1,860,860

 
$
1,094,529

 
$
8,744,306

 
$
5,047,231

Services
2,815,182

 
3,081,334

 
8,419,001

 
7,884,246

Total revenues
4,676,042

 
4,175,863

 
17,163,307

 
12,931,477

Cost of sales
 
 
 
 
 

 
 

Products
1,262,480

 
1,052,199

 
6,040,533

 
4,043,783

Services
1,744,631

 
2,034,193

 
5,087,978

 
5,023,324

Total cost of sales
3,007,111

 
3,086,392

 
11,128,511

 
9,067,107

Gross profit
1,668,931

 
1,089,471

 
6,034,796

 
3,864,370

Operating expenses
 
 
 
 
 

 
 

General and administrative
1,864,529

 
1,738,429

 
5,942,161

 
5,387,098

Selling
521,924

 
476,601

 
1,339,982

 
1,303,329

Research and development
206,223

 
329,524

 
610,703

 
889,240

Total operating expenses
2,592,676

 
2,544,554

 
7,892,846

 
7,579,667

Loss from operations
(923,745
)
 
(1,455,083
)
 
(1,858,050
)
 
(3,715,297
)
Other income (expense)
 
 
 
 
 

 
 

Interest and other income
2,157

 
17,763

 
11,945

 
35,927

Interest expense
(68,216
)
 
(43,317
)
 
(128,626
)
 
(159,863
)
Total other expense, net
(66,059
)
 
(25,554
)
 
(116,681
)
 
(123,936
)
Loss before income taxes
(989,804
)
 
(1,480,637
)
 
(1,974,731
)
 
(3,839,233
)
Consolidated net loss
(989,804
)
 
(1,480,637
)
 
(1,974,731
)
 
(3,839,233
)
Less: (Income) loss attributable to the noncontrolling interest
40,962

 
32,839

 
45,587

 
123,683

Net loss attributable to Tecogen Inc.
$
(948,842
)
 
$
(1,447,798
)
 
$
(1,929,144
)
 
$
(3,715,550
)
Net loss per share - basic and diluted
$
(0.06
)
 
$
(0.09
)
 
$
(0.12
)
 
$
(0.25
)
Weighted average shares outstanding - basic and diluted
17,153,999

 
15,447,726

 
16,575,879

 
15,160,041

 
The accompanying notes are an integral part of these consolidated financial statements.


2
TECOGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2015 and 2014
(unaudited)
 
September 30,
 
2015
 
2014
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Consolidated net loss
$
(1,974,731
)
 
$
(3,839,233
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation and amortization
205,262

 
250,655

Change in provision for allowance on accounts receivable
—

 
18,000

Provision for inventory reserve
(25,000
)
 
—

Stock-based compensation
90,971

 
120,972

Non-cash interest expense
37,550

 
—

Gain on sale of assets
(4,631
)
 
—

Changes in operating assets and liabilities
 
 
 
(Increase) decrease in:
 
 
 
Short term investments
290,974

 
—

Accounts receivable
419,256

 
(796,659
)
Unbilled revenue
(1,104,143
)
 
521,327

Inventory, net
(584,692
)
 
(1,563,642
)
Due from related party
(348,878
)
 
(125,069
)
Prepaid expenses and other current assets
(5,991
)
 
1,756

Other non-current assets
(5,100
)
 
19,100

Increase (decrease) in:
 
 
 
Accounts payable
425,545

 
747,810

Accrued expenses
130,761

 
(149,470
)
Deferred revenue
(901,872
)
 
1,315,434

Due to related party
—

 
(119,667
)
Interest payable, related party
—

 
(198,450
)
Net cash used in operating activities
(3,354,719
)
 
(3,797,136
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(48,827
)
 
(148,833
)
Proceeds from sale of assets
16,874

 
—

Disposal of property and equipment


 
7,569

Purchases of intangible assets
(110,502
)
 
(130,905
)
Purchases of short-term investments, restricted
—

 
(585,038
)
Net cash used in investing activities
(142,455
)
 
(857,207
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Payments for debt issuance costs
—

 
(9,668
)
Proceeds (payments) on demand notes payable and line of credit to related party
—

 
(2,950,000
)
Proceeds from sale of restricted common stock, net
5,920,927

 
2,340,194

Proceeds from the exercise of stock options
360,225

 
6,000

Net cash provided by (used in) financing activities
6,281,152

 
(613,474
)
Net increase (decrease) in cash and cash equivalents
2,783,978

 
(5,267,817
)
Cash and cash equivalents, beginning of the period
1,186,033

 
7,713,899

Cash and cash equivalents, end of the period
$
3,970,011

 
$
2,446,082

Supplemental disclosures of cash flows information:
 

 
 

Cash paid for interest
$
91,076

 
$
294,219


The accompanying notes are an integral part of these consolidated financial statements. 

3
TECOGEN INC.
Notes to Interim Unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2015 and 2014



Note 1 – Description of business and summary of significant accounting policies
Description of business
Tecogen Inc., or the Company was organized, as a Delaware Corporation on November 15, 2000, and acquired the assets and liabilities of the Tecogen Products division of Thermo Power Corporation. The Company produces commercial and industrial, natural-gas-fueled engine-driven, combined heat and power (CHP) products that reduce energy costs, decrease greenhouse gas emissions and alleviate congestion on the national power grid. The Company’s products supply electric power or mechanical power for cooling, while heat from the engine is recovered and purposefully used at a facility. The majority of the Company’s customers are located in regions with the highest utility rates, typically California, the Midwest and the Northeast. The Company's common stock is listed on the NASDAQ under the ticker symbol TGEN.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and therefore do not include all information and notes necessary for a complete presentation of our financial position, results of operations and cash flows, in conformity with generally accepted accounting principles. We filed audited financial statements which included all information and notes necessary for such presentation for the two years ended December 31, 2014 in conjunction with our 2014 Annual Report on Form 10-K, or our Annual Report, filed with the Securities and Exchange Commission, or SEC, on March 24, 2015. This form 10-Q should be read in conjunction with our Annual Report.
The accompanying unaudited condensed consolidated balance sheets, statements of operations and statements of cash flows reflect all adjustments (consisting only of normal recurring items) which are, in the opinion of management, necessary for a fair presentation of financial position at September 30, 2015, and of operations and cash flows for the interim periods ended September 30, 2015 and 2014. The results of operations for the interim periods ended September 30, 2015 are not necessarily indicative of the results to be expected for the year.
The accompanying condensed consolidated financial statements include the accounts of the Company and its 65.0% owned subsidiary Ilios Inc. or Ilios, whose business focus is on advanced heating systems for commercial and industrial applications. With the inclusion of unvested restricted stock awards, the Company owns 63.7% of Ilios. Non controlling interest in the accompanying consolidated balance sheets represents the ownership of minority investors of Ilios.
The Company’s operations are comprised of one business segment. Our business is to manufacture and support highly efficient CHP products based on engines fueled by natural gas.
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.
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Generally, sales of cogeneration and chiller units and parts are recognized when shipped and services are recognized over the term of the service period. Payments received in advance of services being performed or as a deposit on equipment are recorded as deferred revenue.
Infrequently, the Company recognizes revenue in certain circumstances before delivery has occurred (commonly referred to as bill and hold transactions). In such circumstances, among other things, risk of ownership has passed to the buyer, the buyer has made a written fixed commitment to purchase the finished goods, the buyer has requested the finished goods be held for future delivery as scheduled and designated by them, and no additional performance obligations exist by the Company. For these transactions, the finished goods are segregated from inventory and normal billing and credit terms are granted. For the three and nine months ended September 30, 2015, revenues of $747,328 were recorded as bill and hold transactions. For the same period in 2014, no revenues were recorded as bill and hold transactions.
For those arrangements that include multiple deliverables, the Company first determines whether each service or deliverable meets the separation criteria of FASB ASC 605-25, Revenue Recognition—Multiple-Element Arrangements. In general, a deliverable (or a group of deliverables) meets the separation criteria if the deliverable has stand-alone value to the customer and if the arrangement includes a general right of return related to the delivered item and delivery or performance of the undelivered item(s) is considered probable and substantially in control of the Company. Each deliverable that meets the separation criteria is considered a separate ‘‘unit of accounting”. The Company allocates the total arrangement consideration to each unit of accounting

4
TECOGEN INC.
Notes to Interim Unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2015 and 2014


using the relative fair value method. The amount of arrangement consideration that is allocated to a delivered unit of accounting is limited to the amount that is not contingent upon the delivery of another unit of accounting.
When vendor-specific objective evidence or third-party evidence is not available, adopting the relative fair value method of allocation permits the Company to recognize revenue on specific elements as completed based on the estimated selling price. The Company generally uses internal pricing lists that determine sales prices to external customers in determining its best estimate of the selling price of the various deliverables in multiple-element arrangements. Changes in judgments made in estimating the selling price of the various deliverables could significantly affect the timing or amount of revenue recognition. The Company enters into sales arrangements with customers to sell its cogeneration and chiller units and related service contracts and occasionally installation services. Based on the fact that the Company sells each deliverable to other customers on a stand-alone basis, the Company has determined that each deliverable has a stand-alone value. Additionally, there are no rights of return relative to the delivered items; therefore, each deliverable is considered a separate unit of accounting.
After the arrangement consideration has been allocated to each unit of accounting, the Company applies the appropriate revenue recognition method for each unit of accounting based on the nature of the arrangement and the services included in each unit of accounting. Cogeneration and chiller units are recognized when shipped and services are recognized over the term of the applicable agreement, or as provided when on a time and materials basis.
In some cases, our customers may choose to have the Company engineer and install the system for them rather than simply purchase the cogeneration and/or chiller units. In this case, the Company accounts for revenue, or turnkey revenue, and costs using the percentage-of-completion method of accounting. Under the percentage-of-completion method of accounting, revenues are recognized by applying percentages of completion to the total estimated revenues for the respective contracts. Costs are recognized as incurred. The percentages of completion are determined by relating the actual cost of work performed to date to the current estimated total cost at completion of the respective contracts. When the estimate on a contract indicates a loss, the Company’s policy is to record the entire expected loss, regardless of the percentage of completion. During the nine months ended September 30, 2015 and 2014, a loss of approximately $0 and $217,000 was recorded, respectively. The excess of contract costs and profit recognized to date on the percentage-of-completion accounting method in excess of billings is recorded as unbilled revenue. Billings in excess of related costs and estimated profit is recorded as deferred revenue.
Accounts Receivable
Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and management’s evaluation of outstanding accounts receivable at the end of the year. Bad debts are written off against the allowance when identified. At September 30, 2015 and December 31, 2014 the allowance for doubtful accounts was $50,000.
Inventory
Raw materials, work in process, and finished goods inventories are stated at the lower of cost, as determined by the average cost method, or net realizable value. The Company periodically reviews inventory quantities on hand for excess and/or obsolete inventory based primarily on historical usage, as well as based on estimated forecast of product demand. Any reserves that result from this review are charged to cost of sales. At September 30, 2015 and December 31, 2014, inventory reserves were $275,000 and $300,000, respectively.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the asset, which range from three to fifteen years. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the assets or the term of the related leases. Expenditures for maintenance and repairs are expensed currently, while renewals and betterments that materially extend the life of an asset are capitalized. For the three and nine months ended September 30, 2015 and 2014, depreciation expense was $42,366 and $28,716, and $129,775 and $148,108, respectively.
Intangible Assets
Intangible assets are amortized on a straight-line basis over the estimated economic life of the intangible asset. The Company reviews intangible assets for impairment when the circumstances warrant.
Goodwill
The Company tests its recorded goodwill for impairment in the fourth quarter, or more often if indicators of potential impairment exist, by determining if the carrying value of the Company's single reporting unit exceeds its estimated fair value. During the first nine months of 2015, the Company determined that no interim impairment test was necessary.

5
TECOGEN INC.
Notes to Interim Unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2015 and 2014


Stock-Based Compensation
Stock-based compensation cost is measured at the grant date based on the estimated fair value of the award and is recognized as an expense in the consolidated statements of operations over the requisite service period. The fair value of stock options granted is estimated using the Black-Scholes option pricing valuation model. The Company recognizes compensation on a straight-line basis for each separately vesting portion of the option award. The determination of the fair value of share-based payment awards is affected by the Company’s stock price. The Company uses the simplified method for awards of stock-based compensation since it does not have the necessary historical exercise and forfeiture data to determine an expected life for stock options. (see “Note 4 – Stock-based compensation”.)
Revenues by Product
The following table summarizes net revenue by product line and services for the three and nine months ended September 30, 2015 and 2014:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Products
 
 
 
 
 
 
 
Cogeneration
$
1,493,335

 
$
626,223

 
$
6,592,075

 
$
3,200,073

Chiller & Heat Pump
367,525

 
468,306

 
2,152,231

 
1,847,158

Total Product Revenue
1,860,860

 
1,094,529

 
8,744,306

 
5,047,231

Services
 
 
 
 
 
 
 
Service contracts
1,921,897

 
1,808,154

 
5,829,304

 
5,503,010

Installations
893,285

 
1,273,180

 
2,589,697

 
2,381,236

Total Service Revenue
2,815,182

 
3,081,334

 
8,419,001

 
7,884,246

Total Revenue
$
4,676,042

 
$
4,175,863

 
$
17,163,307

 
$
12,931,477

Reclassification
Certain prior period balances have been reclassified to conform with current period presentation. As a result, installation revenue is broken out in the schedule of net revenue by product line and services above; in the prior period this revenue was included in services. Research and development expense is separated from general and administrative expense for this interim report. The interest expense includes the amortization of the deferred financing costs, and this has been adjusted in the comparable periods.
Recently Issued Accounting Standards
On July 22, 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation”. The ASU will not apply to inventories that are measured by using either the last-in, first-out (LIFO) method or the retail inventory method. The guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is allowed. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

6


Note 2 – Loss per common share
All shares issuable for both periods were anti-dilutive because of the reported net loss. Basic and diluted loss per share for the three and nine months ended September 30, 2015 and 2014, respectively, were as follows: 
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Net loss attributable to stockholders
$
(948,842
)
 
$
(1,447,798
)
 
$
(1,929,144
)
 
$
(3,715,550
)
Weighted average shares outstanding - Basic and diluted
17,153,999

 
15,447,726

 
16,575,879

 
15,160,041

Basic and diluted loss per share
$
(0.06
)
 
$
(0.09
)
 
$
(0.12
)
 
$
(0.25
)
Anti-dilutive shares underlying stock options outstanding
1,186,325

 
1,254,325

 
1,186,325

 
1,254,325

Anti-dilutive convertible debentures
625,000

 
555,556

 
625,000

 
555,556

Note 3 – Demand notes payable, convertible debentures and line of credit agreement to related parties
On December 23, 2013, the Company entered into a Senior Convertible Promissory Note or the Note, with Michaelson Capital Special Finance Fund LP or Michaelson, for the principal amount of $3,000,000 with interest at 4% per annum for a term of three years. In the event of default such interest rate shall accrue at 8% after the occurrence of the event of default and during continuance plus 2% after the occurrence and during the continuance of any other event of default. The Note is a senior unsecured obligation which pays interest only on a monthly basis in arrears at a rate of 4% per annum, unless earlier converted in accordance with the terms of the agreement prior to such date. The principal amount, if not converted, is due on the third anniversary of the Note, December 31, 2016. The Note is senior in right of payment to any unsecured indebtedness that is expressly subordinated in right of payment to the Note.
The principal balance of the Note, together with any unpaid interest, is convertible into shares of the Company's common stock at 185.19 shares of the Company's common stock per $1,000 principal amount of Note (equivalent to a conversion price of $5.40 per share) at the option of Michaelson. If at any time the common stock of the Company is (1) trading on a national securities exchange, (2) qualifies for unrestricted resale under federal securities laws and (3) the arithmetic average of the volume weighted average price of the Common Stock for twenty consecutive trading days preceding the Company's notice of mandatory conversion exceeds $150,000, the Company shall have the right to require conversion of all of the then outstanding principal balance together with unpaid interest of this Note into the Company's common stock based on the conversion price of $5.40 per share. The Company may prepay all of the outstanding principal and interest due and payable under this Note in full, at any time prior to the maturity date for an amount equal to 120% of the then outstanding principal and interest due and payable as of the date of such prepayment.
Upon change of control, as defined by the Note, at Michaelson's option, the obligations may be assumed, on the terms and conditions in this Note, through an assignment and assumption agreement, or the Company may prepay all of the then outstanding principal and unpaid interest under this Note in full at the optional 120% prepayment amount. This provision creates an embedded derivative in accordance with FASB ASC 815, Derivatives and Hedging. As such it is required to be bifurcated and accounted for separately from the Note. However, the Company has determined that the fair value of the embedded derivative is immaterial to the consolidated financial statements. Debt issuance costs of $147,577 are being amortized to expense over the term of the Note using the effective interest method.
As per the agreement, the sale of equity on August 3, 2015 reduced the conversion price to $4.80 and increased the number of shares in the conversation. At September 30, 2015, there were 625,000 shares of common stock issuable upon conversion of the Company’s outstanding convertible debentures as compared to 555,556 at December 31, 2014 .
On June 15, 2015, the Company entered into a Non-Revolving Line of Credit Agreement, or the Agreement, with John N. Hatsopoulos, the Company's Co-Chief Executive Officer and a Company Director. Under the terms of the Agreement, Mr. Hatsopoulos has agreed to lend the Company up to an aggregate of $2,000,000, with a withdrawal limit of $250,000 per financial calendar quarter, at the written request of the Company. Any amounts borrowed by the Company pursuant to the Agreement will bear interest at 6% per year. Interest is due and payable quarterly in arrears. The term of the Agreement is from July 1, 2015 to July 1, 2017. Repayment of the principal amount borrowed pursuant to the Agreement will be due on July 1, 2017, or the Maturity Date. Prepayment of any amounts due under the Agreement may be made at any time without penalty. The Agreement terminates on the Maturity Date. The Company has not yet borrowed any amounts pursuant to the Agreement.

7
TECOGEN INC.
Notes to Interim Unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2015 and 2014


Note 4 - Stockholder Equity
On August 3, 2015, Tecogen Inc., (the "Company"), entered into a common stock purchase agreement, (the "Common Stock Purchase Agreement"), and a registration rights agreement (the "Registration Rights Agreement") with Seashell Limited. Pursuant to the Common Stock Purchase Agreement, the Company sold, and the investor purchased, 1,250,000 shares of the Company’s common stock (the "Shares"), at a price of $4.00 per share for an aggregate purchase price of $5,000,000, (the "Private Placement"). Pursuant to the Registration Rights Agreement, the Company shall as soon as practicable file with the U.S. Securities And Exchange Commission a registration statement on an appropriate form (the “Registration Statement”) covering the resale of the Shares and shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable.
Note 5 - Stock-based compensation
Stock-Based Compensation
In 2006, the Company adopted the 2006 Stock Option and Incentive Plan or the Plan, under which the Board of Directors may grant incentive or non-qualified stock options and stock grants to key employees, directors, advisors and consultants of the Company. The Plan was amended at various dates by the Board of Directors to increase the reserved shares of common stock issuable under the Plan to 3,838,750 as of September 30, 2015, or the Amended Plan.
Stock options vest based upon the terms within the individual option grants, with an acceleration of the unvested portion of such options upon a change in control event, as defined in the Amended Plan. The options are not transferable except by will or domestic relations order. The option price per share under the Amended Plan cannot be less than the fair market value of the underlying shares on the date of the grant. The number of shares remaining available for future issuance under the Amended Plan as of September 30, 2015 was 1,617,533.
Stock option activity for the nine months ended September 30, 2015 was as follows: 
Common Stock Options
Number of
Options
 
Exercise
Price
Per
Share
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Life
 
Aggregate
Intrinsic
Value
Outstanding, December 31, 2014
1,356,325

 
 $1.20-$5.39

 
$
2.77

 
5.12 years
 
$
3,618,935

Granted
160,000

 
$3.39-$4.05

 
3.43

 
 
 
 
Exercised
(222,375
)
 
$1.20-$2.60

 
1.62

 
 
 
 
Canceled and forfeited
(28,750
)
 
 $1.20-$4.50

 
2.45

 
 
 
 
Expired
—

 
—

 
—

 
 
 
 
Outstanding, September 30, 2015
1,265,200

 
 $1.20-$5.39

 
$
3.06

 
6.25 years
 
$
955,919

Exercisable, September 30, 2015
776,619

 
 
 
$
2.30

 
 
 
$
935,747

Vested and expected to vest, September 30, 2015
1,165,200

 
 
 
$
2.90

 
 
 
$
955,919

Stock-Based Compensation - Ilios
In 2009, Ilios adopted the 2009 Stock Incentive Plan, or the 2009 Plan, under which the Board of Directors may grant incentive or non-qualified stock options and stock grants to key employees, directors, advisors and consultants of the Company. The maximum number of shares allowable for issuance under the 2009 Plan is 2,000,000 shares of common stock. The 2009 Plan has 1,325,000 available for grant as of September 30, 2015. There were no grants during 2015 to date. 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 Plan.
Consolidated stock-based compensation expense for the nine months ended September 30, 2015 and 2014 was $90,971 and $120,972, respectively. No tax benefit was recognized related to the stock-based compensation recorded during the periods.
Note 6 – Commitments and contingencies
Letters of Credit
A letter of credit of $583,073, the original value of the short term investment prior to an increase from interest income of $2,629, was outstanding under a revolving bank credit facility needed to collateralize a performance bond on a certain installation project. As the projects are completed, collateral requirements and the associated revolving bank credit facility has relieved resulting in the release of restricted cash and a lowering of the revolving bank credit facility. The remaining restricted cash balance of $294,728 is for retainage associated with this performance bond.

8
TECOGEN INC.
Notes to Interim Unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2015 and 2014


On June 15, 2015, the Company entered into a Non-Revolving Line of Credit Agreement with John N. Hatsopoulos, the Company's Co-Chief Executive Officer and a Company Director (see Note 3).
Note 7 – Related party transactions
The Company has two affiliated companies, namely American DG Energy Inc., or American DG Energy, and EuroSite Power Inc. or EuroSite Power. These companies are affiliates because several of the major stockholders of those companies, have a significant ownership position in the Company. Neither American DG Energy nor EuroSite Power own any shares of the Company, and the Company does not own any shares of American DG Energy or EuroSite Power.
On December 23, 2013, the Company entered into a Senior Convertible Promissory Note with Michaelson Capital Special Finance Fund LP (see Note 3). This agreement came with board observation rights causing the related party status.
On June 15, 2015, the Company entered into a Non-Revolving Line of Credit Agreement with John N. Hatsopoulos, the Company's Co-Chief Executive Officer and a Company Director (see Note 3).
On August 26, 2015, the Company granted options to a consultant who is acting as Managing Director of Communications. This individual is a related to SeaShell Ltd. which made the previously discussed private placement (see Note 4).
The Company provides office space and certain utilities to American DG Energy based on a monthly rate set at the beginning of each year. This sublease was signed on July 1, 2014 and subsequently amended. The lease will expire on July 1, 2017. The agreement contains an automatic monthly renewal at expiration. In addition, the Company pays certain operating expenses, including benefits and insurance, on behalf of American DG Energy. The Company is reimbursed for these costs.
Note 8 - Intangible assets other than goodwill
As of December 31, 2014 and September 30, 2015 the Company has the following amounts related to intangible assets:
 
Product
Certifications
 
Patents
 
Developed Technology
 
Total
Balance at December 31, 2014
 

 
 

 
 
 
 

Intangible assets
$
475,344

 
$
514,930

 
$
240,000

 
$
1,230,274

Less - accumulated amortization
(128,732
)
 
(62,242
)
 
(28,000
)
 
(218,974
)
 
$
346,612

 
$
452,688

 
$
212,000

 
$
1,011,300

 
 
 
 
 
 
 
 
Balance at September 30, 2015
 

 
 

 
 
 
 

Intangible assets
$
510,127

 
$
590,649

 
240,000

 
$
1,340,776

Less - accumulated amortization
(170,236
)
 
(84,224
)
 
(40,000
)
 
(294,460
)
 
$
339,891

 
$
506,425

 
$
200,000

 
$
1,046,316

The aggregate amortization expense of the Company's intangible assets for the three and nine months ended September 30, 2015 and 2014 was $24,067 and $22,255, and $75,487 and $63,181, respectively.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking statements are made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, among other things, statements regarding our current and future cash requirements, our expectations regarding suppliers of cogeneration units, and statements regarding potential financing activities in the future. While the Company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the Company’s estimates change, and readers should not rely on those forward-looking statements as representing the Company’s views as of any date subsequent to the date of the filing of this Quarterly Report. There are a number of important factors that could cause the actual results of the Company to differ materially from those indicated by such forward-looking statements, including those detailed under the heading “Risk Factors” in this Quarterly Report.

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TECOGEN INC.

Overview
Tecogen Inc., or the Company, or Tecogen, designs, manufactures and sells industrial and commercial cogeneration systems that produce combinations of electricity, hot water and air conditioning using automotive engines that have been specially adapted to run on natural gas. In some cases, our customers may choose to have the Company engineer and install the system for them rather than simply purchase the cogeneration and/or chiller units, which we refer to as "turnkey" projects. Cogeneration systems are efficient because in addition to supplying mechanical energy to power electric generators or compressors – displacing utility supplied electricity – they provide opportunity for the facility to incorporate the engine’s waste heat into onsite processes such as space and portable water heating. We produce standardized, modular, small-scale products, with a limited number of product configurations that are adaptable to multiple applications. We refer to these combined heat and power products as CHP (electricity plus heat) and MCHP (mechanical power plus heat).
In addition to being a smaller reporting company, Tecogen is an emerging growth company as that term is defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act).
Results of Operations
Revenues
Revenues in the third quarter of 2015 were $4,676,042 compared to $4,175,863 for the same period in 2014, an increase of $500,179 or 12.0%. Product revenues in the third quarter of 2015 were $1,860,860 compared to $1,094,529 for the same period in 2014, an increase of $766,331 or 70.0%. This increase was the aggregate of an increase in cogeneration sales of $867,112 and a decrease in chiller and heat pump sales, which include the Ilios products, of $100,781. Service revenues in the third quarter of 2015 were $2,815,182 compared to $3,081,334 for the same period in 2014, a decrease of $266,152 or 8.6%. This decrease in the third quarter is the due to a decrease in installation activity of $379,895 and an increase of $113,743 in service contracts.
Revenues in the first nine months of 2015 were $17,163,307 compared to $12,931,477 for the same period in 2014, an increase of $4,231,830 or 32.7%. Product revenues in the first nine months of 2015 were $8,744,306 compared to $5,047,231 for the same period in 2014, an increase of $3,697,075 or 73.2%. This increase was the aggregate of an increase in cogeneration sales of $3,392,002 and an increase in chiller and heat pump sales of $305,073. Service revenues in the first nine months of 2015 were $8,419,001 compared to $7,884,246 for the same period in 2014, an increase of $534,755 or 6.8%. This increase in the first nine months of 2015 is due to an increase in installation activity of $208,461 and an increase of $326,294 in the service contracts.
Cost of Sales
Cost of sales in the third quarter of 2015 was $3,007,111 compared to $3,086,392 for the same period in 2014 a decrease of $79,281, or 2.6%. During the third quarter of 2015 our overall gross profit margin was 35.7% compared to 26.1% for the same period in 2014, an increase of 36.8%. Margin improvement was the result of the growth in sales volume. Management expects growth in sales volume to continue to improve gross margins going forward.
Cost of sales in the first nine months of 2015 was $11,128,511 compared to $9,067,107 for the same period in 2014 an increase of $2,061,404, or 22.7%. During the first nine months of 2015 our overall gross profit margin was 35.2% compared to 29.9% for the same period in 2014, an increase of 17.7%. Margin improvement was the result of the growth in sales volume. Management expects growth in sales volume to continue to improve gross margins going forward.
Operating Expenses
General and administrative expenses consist of executive staff, accounting and legal expenses, office space, general insurance and other administrative expenses. General and administrative expenses in the third quarter ending September 30, 2015 were $1,864,529 compared to $1,738,429 for the same period in 2014, an increase of $126,100 or 7.3%. The majority of the increase, including routine fluctuations in the timing of expenses, was the increased administrative labor.
General and administrative expenses in the first nine months of 2015 were $5,942,161 compared to $5,387,098 for the same period in 2014, an increase of $555,063 or 10.3%. This increase was due to an overall increase in expenses related to the growth of the company.
Selling expenses consist of sales staff, commissions, marketing, travel and other selling related expenses. Selling expenses for the third quarter of 2015 were $521,924 compared to $476,601 for the same period in 2014, an increase of $45,323 or 9.5%. The majority of the increase in expense was due to the increased sales commission expense, which can vary based on the model and options packages of the products shipped during the quarter.
Selling expenses for the first nine months of 2015 were $1,339,982 compared to $1,303,329 for the same period in 2014, an increase of $36,653 or 2.8%. The increase was due to increased sales commission expense.


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TECOGEN INC.

Research and development expenses consist of engineering and technical staff, materials, outside consulting and other related expenses. Research and development expenses in the third quarter ending September 30, 2015 were $206,223 compared to $329,524 for the same period in 2014, a decrease of $123,301 or 37.4%. This decrease was due to the timing of the beginning and completion of projects. Current projects include development projects in emissions controls and the InVerde product improvement program.
Research and development expenses for the first nine months of 2015 were $610,703 compared to $889,240 for the same period in 2014, a decrease of $278,537 or 31.3%. This decrease was due to the timing of the beginning and completion of projects. Current projects include development projects in emissions controls and the InVerde product improvement program.
Loss from Operations
Loss from operations for the third quarter of 2015 was $923,745 compared to $1,455,083 for the same period in 2014, a decrease of $531,338. The decrease in the loss was due to continued improvement in gross profit resulting from increased revenues.
Loss from operations for the first nine months of 2015 was $1,858,050 compared to $3,715,297 for the same period in 2014, a decrease of $1,857,247. The decrease in the loss was due to continued improvement in gross profit.
Other Income (Expense), net
Other expense, net for the three months ended September 30, 2015 was $66,059 compared to $25,554 for the same period in 2014. Other income (expense) includes interest income and other income of $2,157, net of interest expense on notes payable of $68,216 for the third quarter of 2015. For the same period in 2014, interest and other income was $17,763 and interest expense was $43,317. The increase in interest expense relates to the reclassification of deferred financing costs.
Other expense, net for the nine months ended September 30, 2015 was $116,681 compared to $123,936 for the same period in 2014. Other income (expense) includes interest income and other income of $11,945, net of interest expense on notes payable of $128,626 for the first nine months of 2015. For the same period in 2014, interest and other income was $35,927 and interest expense was $159,863. The increase in interest expense relates to the reclassification of deferred financing costs.
Provision for Income Taxes
The Company did not record any benefit or provision for income taxes for the three and nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015 and 2014, the income tax benefits generated from the Company’s net losses have been fully reserved.
Noncontrolling Interest
The noncontrolling interest share in the loss of Ilios was $40,962 for the three months ended September 30, 2015 compared to losses of $32,839 for the same period in 2014, a increase of $8,123 or 24.7%. The increase was due to increased selling expenses for Ilios in the third quarter of 2015 as compared to the same period in 2014. Noncontrolling interest ownership percentage as of September 30, 2015 and 2014 was unchanged at 35.0% for both periods.
The noncontrolling interest share in the losses of Ilios was $45,587 for the nine months ended September 30, 2015 compared to $123,683 for the same period in 2014, a decrease of $78,096 or 63.1%. The decrease in loss was due to an increased profits on Ilios sales in the first nine months of 2015 as compared to the same period in 2014. Noncontrolling interest ownership percentage as of September 30, 2015 and 2014 was unchanged at 35.0% for both periods.
Net loss
Net loss attributable to Tecogen for the three months ended September 30, 2015 was $948,842 compared to $1,447,798 for the same period in 2014, a decrease of $498,956. The decrease in net loss was the result of the increase in gross profit combined with the increase in operating expenses as described above.
Net loss attributable to Tecogen for the nine months ended September 30, 2015 was $1,929,144 compared to $3,715,550 for the same period in 2014, a decrease of $1,786,406. The decrease in net loss was the result of the increase in gross profit combined with the increase in operating expenses as described above.
Liquidity and Capital Resources
Consolidated working capital at September 30, 2015 was $11,914,160 compared to $7,217,583 at December 31, 2014, an increase of $4,696,577. Included in working capital were cash and cash equivalents of $3,970,011 and $294,728 in short-term investments at September 30, 2015, compared to $1,186,033 in cash and cash equivalents and $585,702 in short-term investments at December 31, 2014, an increase of $2,493,004. The increase in working capital and cash was mainly due to sale of common stock during the period.
Cash used in operating activities for the three months ended September 30, 2015 was $3,354,719 compared to $3,797,136 for the same period in 2014. Our accounts receivable balance decreased to $4,331,181 at September 30, 2015 compared to

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TECOGEN INC.

$4,750,437 at December 31, 2014, decreasing $419,256 of cash due to timing of billing, shipments, and collections. In addition, amounts due from related parties increased by $348,878 using cash due to timing of billing, shipments and collections. Our inventory increased to $4,699,913 as of September 30, 2015 compared to $4,090,221 as of December 31, 2014, an increase of $609,692. Management expects inventory to not vary significantly from the level at year end.
As of September 30, 2015, the Company's backlog of product and installation projects, excluding service contracts, was $10.56 million, consisting of $3.06 million of purchase orders received by us and $7.50 million of projects in which the customer's internal approval process is complete, financial resources have been allocated and the customer has made a firm verbal commitment that the order is in the process of execution. Backlog at the beginning of any period is not necessarily indicative of future performance. Our presentation of backlog may differ from other companies in our industry.
Accounts payable increased to $2,841,858 as of September 30, 2015 from $2,416,313 at December 31, 2014, providing $425,545 in cash flow from operations. Accrued expenses increased to $1,138,914 as of September 30, 2015 from $1,008,153 as of December 31, 2014, providing $130,761 of cash from operations. The Company expects accounts payable and accrued expenses to increase into the foreseeable future as operations continue to expand.
During the first nine months of 2015 our investing activities used $142,455 of cash and included purchases of property and equipment of $48,827 and expenditures related to intangible assets of $110,502.
During the first nine months of 2015 our financing activities included the proceeds from sales of our common stock of $5,920,927 and proceeds from the exercise of stock options of $360,225. The proceeds were used for general corporate purposes, including research and development.
Significant Accounting Policies and Critical Estimates
The Company’s significant accounting policies are discussed in the Notes to the Condensed Consolidated Financial Statements above and in our Annual Report. The accounting policies and estimates that can have a significant impact upon the operating results, financial position and footnote disclosures of the Company are described in the above notes and in our Annual Report.
Seasonality
We expect that the majority of our heating systems sales will be in the winter and the majority of our chilling systems sales will be in the summer. Our cogeneration and chiller system sales are not generally affected by the seasons, although customer goals will be to have chillers installed and running in the spring. Our service team does experience higher demand in the warmer months when cooling is required. These units are generally shut down in the winter and started up again in the spring. This “busy season” for the service team generally runs from May through the end of September.
Off-Balance Sheet Arrangements
Currently, we do not have any off-balance sheet arrangements, including any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Management’s Evaluation of Disclosure Controls and Procedures:
The Company maintains "disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by the Company in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to the Company's management, including our principal executive officers and principal financial and accounting officer, as appropriate, to allow timely decisions regarding required disclosure.

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TECOGEN INC.

Our disclosure controls and procedures are designed to provide reasonable assurance that the control system’s objectives will be met. Our management, including our Co-Chief Executive Officers and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, have concluded that our disclosure controls and procedures were not effective due to material weaknesses in financial reporting relating to lack of personnel with a sufficient level of accounting knowledge and a small number of employees dealing with general controls over information technology. Management will continue to evaluate the above weaknesses, and as the Company grows and resources become available, the Company plans to take the necessary steps in the future to remediate the weaknesses.
Changes in Internal Control over Financial Reporting:
The Company currently does not have personnel with a sufficient level of accounting experience and training in the selection, application and implementation of generally accepted accounting principles as it relates to complex transactions and financial reporting requirements. The Company also has a small number of employees dealing with general controls over information technology security and user access. This constitutes a material weakness in financial reporting.
In connection with the material weaknesses referred to in the foregoing paragraph, we will make changes in our internal controls over financial reporting as soon as the resources become available. As of September 30, 2015, no changes have been made to the Company's process.

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TECOGEN INC.

PART II - OTHER INFORMATION
Item 6. Exhibits
Exhibit No.
 
Description of Exhibit
3.1
 
Amended and Restated Certificate of Incorporation (a)
3.2
 
Amended and Restated Bylaws (a)
4.1
 
Specimen Stock Certificate of Tecogen, Inc. (a)
4.2
 
Form of Restricted Stock Purchase Agreement (b)
4.3
 
Form of Stock Option Agreement (a)
10.8
 
Second Amendment to Lease between Atlantic-Waltham Investment II, LLC, and Tecogen Inc., dated Jan 16, 2013(a)
10.19
 
Form of Common Stock Purchase Agreement. (a)
10.21
 
Senior Convertible Promissory Note, dated December 23, 2013, by Tecogen Inc. in favor of Michaelson Capital Special Finance Fund LP. (a)
10.24
 
Facilities and Support Services Agreement between American DG Energy Inc. and Tecogen Inc., dated Aug 8, 2014.(c)
10.26+
 
Tecogen Inc. 2006 Stock Incentive Plan, as amended on January 24, 2014 with stockholder approval on July 15, 2014. (e)
10.27
 
Non-Revolving Line of Credit Agreement between the Company and John N. Hatsopoulos, dated June 15, 2015. (e)
10.28
 
Form of Common Stock Purchase Agreement dated August 3, 2015.(d)
10.29
 
Registration Rights Agreement dated August 3, 2015.(d)
10.30
 
First amendment to the Facilities and Support Services Agreement between American DG Energy Inc. and Tecogen Inc., dated Aug 7, 2015. (f)
21.1
 
List of subsidiaries (a)
31.1*
 
Rule 13a-14(a) Certification of Co-Chief Executive Officer
31.2*
 
Rule 13a-14(a) Certification of Co-Chief Executive Officer
31.3*
 
Rule 13a-14(a) Certification of Chief Financial Officer
32.1*
 
Section 1350 Certifications of Co-Chief Executive Officers and Chief Financial Officer
 
 
 
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema
100.CAL** XBRL Taxonomy Extension Calculation Linkbase
100.DEF** XBRL Taxonomy Extension Definition Linkbase
101.LAB** XBRL Taxonomy Extension Label Linkbase
101.PRE** XBRL Taxonomy Extension Presentation Linkbase
____________________________________________
*
Filed herewith
**
Furnished herewith
+
Compensatory plan or arrangement
(a) 
incorporated by reference from the Company's Registration Statement on Form S-1/A (Registration No. 333-193791), filed with the SEC on June 27, 2014.
(b) 
incorporated by reference from the Company's Registration Statement on Form S-1 (Registration No. 333-178697), originally filed with the SEC on December 22, 2011.
(c) 
incorporated by reference from the Company's 10-Q Report for the period ending June 30, 2014, originally filed with the SEC on August 14, 2014.
(d) 
incorporated by reference from the Company's form 8-K Report originally filed with the SEC on August 6, 2015.
(e) 
incorporated by reference from the Company's 10-Q Report for the period ending June 30, 2015, originally filed with the SEC on August 6, 2015.
(f) 
incorporated by reference from the Company's form 8-K Report originally filed with the SEC on August 13, 2015.


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TECOGEN INC.

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, on November 10, 2015.
 
TECOGEN INC.
 
(Registrant)
 
 
 
By:
/s/ John N. Hatsopoulos
 
Co-Chief Executive Officer
 
(Principal Executive Officer)
 
 
 
By:
/s/ Benjamin M. Locke
 
Co-Chief Executive Officer
 
(Principal Executive Officer)
 
 
 
By:
/s/ David A. Garrison
 
Chief Financial Officer, Treasurer and Secretary
 
(Principal Financial and Accounting Officer)

15