tgen-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-36103

TECOGEN INC. (OTCQX:TGEN)

(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 and Zip Code)


(781) 466-6402
(Registrant's telephone number, including area code)

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 every Interactive Data File required to be submitted 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 such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act:


Large accelerated filer o			Accelerated filer o
Non-accelerated filer ☒			Emerging Growth company ☐
Smaller reporting company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 9, 2023, 24,850,261 shares of common stock, $.001 par value per share, of the registrant were issued and outstanding.

TECOGEN INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2023

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets (Unaudited)
	June 30, 2023 and December 31, 2022	1

	Condensed Consolidated Statements of Operations (Unaudited)
	Three Months Ended June 30, 2023 and 2022	2

	Condensed Consolidated Statements of Operations (Unaudited)
	Six Months Ended June 30, 2023 and 2022	3

	Condensed Consolidated Statements of Stockholders' Equity (Unaudited)
	Three and Six Months Ended June 30, 2023 and 2022	4

	Condensed Consolidated Statements of Cash Flows (Unaudited)
	Six Months Ended June 30, 2023 and 2022	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	31

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	33

Item 6.	Exhibits	34

Signatures	Signature Page	35

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

TECOGEN INC.

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


	June 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	1,871,063	$	1,913,969
Accounts receivable, net	5,614,291		6,714,122
Unbilled revenue	1,748,336		1,805,330
Employee retention credit receivable	46,148		713,269
Inventories, net	12,027,525		10,482,729

Prepaid and other current assets	467,390		401,189
Total current assets	21,774,753		22,030,608
Long-term assets:
Property, plant and equipment, net	1,352,318		1,407,720
Right of use assets	920,690		1,245,549
Intangible assets, net	2,421,379		997,594

Goodwill	3,129,147		2,406,156
Other assets	201,898		165,230
TOTAL ASSETS	$	29,800,185	$	28,252,857

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:



Accounts payable	4,212,914		3,261,952
Accrued expenses	2,554,000		2,384,447
Deferred revenue, current	2,086,174		1,115,627
Lease obligations, current	513,811		687,589
Acquisition liabilities, current	649,241		—
Unfavorable contract liability, current	213,559		236,705
Total current liabilities	10,229,699		7,686,320
Long-term liabilities:

Deferred revenue, net of current portion	154,149		371,823
Lease obligations, net of current portion	459,372		623,452
Acquisition liabilities, net of current portion	1,643,567		—
Unfavorable contract liability, net of current portion	490,802		583,512
Total liabilities	12,977,589		9,265,107

Commitments and contingencies (Note 12)

Stockholders’ equity:
Tecogen Inc. stockholders’ equity:
Common stock, $0.001 par value; 100,000,000 shares authorized; 24,850,261 issued and outstanding at June 30, 2023 and December 31, 2022	24,850		24,850
Additional paid-in capital	57,456,945		57,351,008

Accumulated deficit	(40,551,687)		(38,281,548)
Total Tecogen Inc. stockholders’ equity	16,930,108		19,094,310
Non-controlling interest	(107,512)		(106,560)
Total stockholders’ equity	16,822,596		18,987,750
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	29,800,185	$	28,252,857

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

TECOGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended
	June 30, 2023		June 30, 2022
Revenues
Products	$	2,445,631	$	3,010,115
Services	3,952,971		3,050,191
Energy production	350,156		354,287
Total revenues	6,748,758		6,414,593
Cost of sales
Products	1,618,456		2,015,466
Services	2,075,869		1,473,586
Energy production	220,007		222,092
Total cost of sales	3,914,332		3,711,144
Gross profit	2,834,426		2,703,449
Operating expenses
General and administrative	2,917,283		2,824,832
Selling	480,786		503,601
Research and development	236,556		194,853
Gain on disposition of assets	(19,950)		(2,500)

Total operating expenses	3,614,675		3,520,786
Loss from operations	(780,249)		(817,337)
Other income (expense)
Interest and other income (expense), net	(21,061)		(1,265)
Interest expense	(1,857)		(12,733)

Unrealized gain on investment securities	37,497		—
Total other income (expense), net	14,579		(13,998)
Loss before provision for state income taxes	(765,670)		(831,335)
Provision for state income taxes	9,614		6,500
Consolidated net loss	(775,284)		(837,835)
Income attributable to the non-controlling interest	(4,826)		(18,383)
Net loss attributable to Tecogen Inc.	$	(780,110)	$	(856,218)

Net loss per share - basic	$	(0.03)	$	(0.03)
Net loss per share - diluted	$	(0.03)	$	(0.03)
Weighted average shares outstanding - basic	24,850,261		24,850,261
Weighted average shares outstanding - diluted	24,850,261		24,850,261

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

TECOGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Six Months Ended
	June 30, 2023		June 30, 2022
Revenues
Products	$	4,155,767	$	6,949,596
Services	7,089,144		5,967,471
Energy production	883,665		935,849
Total revenues	12,128,576		13,852,916
Cost of sales
Products	2,831,024		4,660,221
Services	3,813,471		2,840,338
Energy production	557,746		558,119
Total cost of sales	7,202,241		8,058,678
Gross profit	4,926,335		5,794,238
Operating expenses
General and administrative	5,709,766		5,298,735
Selling	1,000,856		1,004,692
Research and development	465,658		334,988
Gain on disposition of assets	(19,950)		(36,445)
Gain on termination of unfavorable contract liability	—		(71,375)
Total operating expenses	7,156,330		6,530,595
Loss from operations	(2,229,995)		(736,357)
Other income (expense)
Interest and other income (expense), net	(20,231)		(15,416)
Interest expense	(2,272)		(13,561)



Unrealized gain on investment securities	37,497		37,497
Total other income (expense), net	14,994		8,520
Loss before provision for state income taxes	(2,215,001)		(727,837)
Provision for state income taxes	32,252		10,430
Consolidated net loss	(2,247,253)		(738,267)
Income attributable to non-controlling interest	(22,886)		(28,542)
Net loss attributable to Tecogen Inc.	$	(2,270,139)	$	(766,809)



Net loss per share - basic	$	(0.09)	$	(0.03)
Net loss per share - diluted	$	(0.09)	$	(0.03)
Weighted average shares outstanding - basic	24,850,261		24,850,261
Weighted average shares outstanding - diluted	24,850,261		24,850,261

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

TECOGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Three and Six Months June 30, 2023 and 2022

(unaudited)


Three Months Ended June 30, 2023	Common Stock Shares	Common Stock 0.001 Par Value		Additional Paid-In Capital		Accumulated Deficit			Non-controlling Interest		Total
Balance at March 31, 2023	24,850,261	$	24,850	$	57,428,356	$	(39,771,577)		$	(88,500)	$	17,593,129
Stock based compensation expense	—	—		28,589		—			—		28,589
Distributions to non-controlling interest	—	—		—		—			(23,838)		(23,838)
Net loss	—	—		—		(780,110)			4,826		(775,284)
Balance at June 30, 2023	24,850,261	$	24,850	$	57,456,945	$	(40,551,687)		$	(107,512)	$	16,822,596


Six Months Ended June 30, 2023	Common Stock Shares	Common Stock 0.001 Par Value		Additional Paid-In Capital		Accumulated Deficit			Non-controlling Interest		Total
Balance at December 31, 2022	24,850,261	$	24,850	$	57,351,008	$	(38,281,548)		$	(106,560)	$	18,987,750
Stock based compensation expense	—	—		105,937		—		0	—		105,937
Distributions to non-controlling interest	—	—		—		—			(23,838)		(23,838)
Net loss	—	—		—		(2,270,139)			22,886		(2,247,253)
Balance at June 30, 2023	24,850,261	$	24,850	$	57,456,945	$	(40,551,687)		$	(107,512)	$	16,822,596


Three Months Ended June 30, 2022	Common Stock Shares	Common Stock 0.001 Par Value		Additional Paid-In Capital		Accumulated Deficit			Non-controlling Interest		Total
Balance at March 31, 2022	24,850,261	$	24,850	$	57,112,566	$	(35,744,212)		$	(85,420)	21,307,784
Stock based compensation expense	—	—		89,893		—			—		89,893
Distributions to non-controlling interest	—	—		—		—			(17,169)		(17,169)
Net loss	—	—		—		(856,218)			18,383		(837,835)
Balance at June 30, 2022	24,850,261	$	24,850	$	57,202,459	$	(36,600,430)		$	(84,206)	$	20,542,673


Six Months Ended June 30, 2022	Common Stock Shares	Common Stock 0.001 Par Value		Additional Paid-In Capital		Accumulated Deficit			Non-controlling Interest		Total
Balance at December 31, 2021	24,850,261	$	24,850	$	57,016,859	$	(35,833,621)		$	(79,939)	$	21,128,149
Stock based compensation expense	—	—		185,600		—			—		185,600
Distributions to non-controlling interest	—	—		—		—			(32,809)		(32,809)
Net loss	—	—		—		(766,809)			28,542		(738,267)
Balance at June 30, 2022	24,850,261	$	24,850	$	57,202,459	$	(36,600,430)		$	(84,206)	$	20,542,673

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

TECOGEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended
	June 30, 2023		June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss	$	(2,247,253)	$	(738,267)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization, net	291,095		217,718



Stock-based compensation	105,937		185,600
Provision for doubtful accounts	44,000		46,000
Gain on disposition of assets	(19,950)		(36,445)

Unrealized gain on investment securities	(37,497)		(37,497)
Gain on termination of unfavorable contract liability	—		(71,375)


Changes in operating assets and liabilities
(Increase) decrease in:
Accounts receivable	755,831		(444,541)
Employee retention credit receivable	667,121		562,752
Unbilled revenue	56,994		1,117,057
Inventory	(1,133,618)		(438,102)
Prepaid expenses and other current assets	(66,201)		(22,618)
Other assets	325,688		308,282
Increase (decrease) in:
Accounts payable	839,784		(247,876)
Accrued expenses and other current liabilities	178,241		(74,490)
Deferred revenue	752,873		(589,158)
Other liabilities	(359,369)		(316,217)
Net cash provided by (used in) operating activities	153,676		(579,177)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(19,607)		(209,034)
Payment for business acquisition	(170,000)		—
Purchases of intangible assets	—		(29,505)
Proceeds from disposition of assets	16,863		67,169

Distributions to non-controlling interest	(23,838)		(32,809)
Net cash used in investing activities	(196,582)		(204,179)
CASH FLOWS FROM FINANCING ACTIVITIES:





Net cash provided by financing activities	—		—
Change in cash and cash equivalents	(42,906)		(783,356)
Cash and cash equivalents, beginning of the period	1,913,969		3,614,463
Cash and cash equivalents, end of the period	$	1,871,063	$	2,831,107

Supplemental disclosures of cash flows information:
Cash paid for interest	$	1,443	$	12,733
Cash paid for taxes	$	32,252	$	10,430

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

TECOGEN INC.

Notes to Condensed Consolidated Financial Statements

Note 1. Description of Business and Basis of Presentation

Description of Business

Tecogen Inc. (together with its subsidiaries, “we,” “our,” or “us,” or “Tecogen”) designs, manufactures, markets, and maintains high efficiency, ultra-clean cogeneration products. These include natural gas engine driven combined heat and power (CHP) systems, chillers and heat pumps for multi-family residential, commercial, recreational and industrial use. We are known for products that provide customers with substantial energy savings, resiliency from utility power outages and for significantly reducing a customer’s carbon footprint. Our products are sold with our patented Ultera® emissions technology which nearly eliminates all criteria pollutants such as nitrogen oxide ("NOx") and carbon monoxide ("CO"). We developed Ultera® for other applications including stationary engines and forklifts. We were incorporated in the State of Delaware on September 15, 2000.

We have wholly-owned subsidiaries American DG Energy, Inc. ("ADGE") and Tecogen CHP Solutions, Inc., and we own a 51% interest in American DG New York, LLC ("ADGNY"), a joint venture. ADGE and ADGNY distribute, own, and operate clean, on-site energy systems that produce electricity, hot water, heat and cooling. ADGE and ADGNY own the equipment that is installed at customers' facilities and sell the energy produced to the customer on a long-term contractual basis.

Our operations are comprised of three business segments:

•our Products segment, which designs, manufactures and sells industrial and commercial cogeneration systems;

•our Services segment, which provides operations and maintenance ("O&M") services for our products under long term service contracts, and

•our Energy Production segment, which sells energy in the form of electricity, heat, hot water and cooling to our customers under long-term energy sales agreements.

The majority of our customers are located in regions with the highest utility rates, typically California, the Midwest and the Northeast.

On July 20, 2022, we announced our intention to increase focus on opportunities relating to Controlled Environment Agriculture (CEA). Tecogen believes that CEA offers an exciting opportunity to apply the company’s expertise in clean cooling, power generation, and greenhouse gas reduction to address critical issues affecting food and energy security.

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, we 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, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

The condensed consolidated balance sheet at December 31, 2022 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.

TECOGEN INC.

Notes to Condensed Consolidated 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, 2022.

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.

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 applied to the Paycheck Protection Program Second Draw Loan, were eligible for the ERC.

During the three months ended June 30, 2021, we recorded an ERC benefit for the first and second quarters of 2021 of $713,269 and, in the three months ended September 30, 2021 we recorded an ERC benefit for the third quarter of 2021 of $562,752, respectively, in other income (expense), net in the our condensed consolidated statements of operations. On April 14, 2022, we received $564,027 from the Internal Revenue Service representing the ERC claim for the third quarter of 2021 and $1,275 of accrued interest. We received $667,121 from the Internal Revenue Service on January 12, 2023 in payment of the ERC claimed from the first and second quarters of 2021 and $15,775 of accrued interest, which is reported in other income (expense) in our condensed consolidated statements of operations for the six months ended June 30, 2023. A current receivable in the amount of $46,148 is included in our condensed consolidated balance sheet as of June 30, 2023. We expect to receive the remaining balance in 2023.

TECOGEN INC.

Notes to Condensed Consolidated Financial Statements

Note 2. 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 tables further disaggregate our revenue by major source by segment for the three and six months ended June 30, 2023 and 2022.


	Three Months Ended June 30, 2023
	Products		Services		Energy Production		Total
Products	$	2,445,631	$	—	$	—	$	2,445,631

Maintenance services	—		3,952,971		—		3,952,971
Energy production	—		—		350,156		350,156
Total revenue	$	2,445,631	$	3,952,971	$	350,156	$	6,748,758


	Six Months Ended June 30, 2023
	Products		Services		Energy Production		Total
Products	$	4,155,767	$	—	$	—	$	4,155,767

Maintenance services	—		7,089,144		—		7,089,144
Energy production	—		—		883,665		883,665
Total revenue	$	4,155,767	$	7,089,144	$	883,665	$	12,128,576


	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

TECOGEN INC.

Notes to Condensed Consolidated Financial Statements

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. Prior to January 1, 2023, we provided installation services which included 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. Since January 1, 2023, we have not provided material installation services and do not expect to provide material installation services going forward.

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.

Revenues resulting from the Aegis acquisition have been, since the acquisition date, included in our Services segment.

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

TECOGEN INC.

Notes to Condensed Consolidated Financial Statements

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, 2023 that was included in unbilled revenue at the end of the period. Approximately $16,428 was billed in this period that had been recognized as revenue in previous periods.

Revenue recognized during the six ended months June 30, 2023 that was included in deferred revenue at the beginning of the period was approximately $648,435.

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, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $2.2 million. We expect to recognize revenue of approximately 98.9% of the remaining performance obligations over the next 24 months, 93.1% recognized in the first 12 months and 5.8% recognized over the subsequent 12 months, and the remainder recognized thereafter.

Note 3. Income Per Common Share

Basic and diluted loss per share for the three and six months ended June 30, 2023 and 2022, respectively, were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator:
Net loss available to stockholders	$	(780,110)	$	(856,218)	$	(2,270,139)	$	(766,809)

Denominator:
Weighted average shares outstanding - Basic	24,850,261		24,850,261		24,850,261		24,850,261
Effect of dilutive securities:
Stock options	—		—		—		—
Weighted average shares outstanding - Diluted	24,850,261		24,850,261		24,850,261		24,850,261

Basic loss per share	$	(0.03)	$	(0.03)	$	(0.09)	$	(0.03)
Diluted loss per share	$	(0.03)	$	(0.03)	$	(0.09)	$	(0.03)

Anti-dilutive shares underlying stock options outstanding	1,831,851		925,396		1,831,851		925,396


Note 4.			Inventories, net

Inventories at June 30, 2023 and December 31, 2022 consisted of the following:

TECOGEN INC.

Notes to Condensed Consolidated Financial Statements


	June 30, 2023		December 31, 2022
Raw materials, net	$	9,895,804	$	9,001,491
Work-in-process	1,001,676		498,139
Finished goods	1,130,045		983,099
Total inventories, net	$	12,027,525	$	10,482,729

Note 5. Property, Plant and Equipment, net

Property, plant and equipment at June 30, 2023 and December 31, 2022 consisted of the following:


	Estimated Useful Life (in Years)	June 30, 2023		December 31, 2022
Energy systems	1 - 15 years	$	2,810,232	$	2,810,232
Machinery and equipment	5 - 7 years	1,766,945		1,624,885
Furniture and fixtures	5 years	198,170		196,007
Computer software	3 - 5 years	192,865		192,865
Leasehold improvements	*	466,789		466,789
		5,435,001		5,290,778
Less - accumulated depreciation and amortization		(4,082,683)		(3,883,058)
		$	1,352,318	$	1,407,720

* 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, 2023 and 2022 was $161,701 and $279,193 and $123,818 and $250,610, respectively. During the six months ended June 30, 2023, we received proceeds of $16,863 from the disposition of certain assets and reversed $8,687 of accrued decomissioning costs from a former ADG energy site, realizing a gain of $19,950. 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.

Note 6. Intangible Assets and Liabilities Other Than Goodwill

As of June 30, 2023 and December 31, 2022 we had the following amounts related to intangible assets and liabilities other than goodwill:


	June 30, 2023						December 31, 2022
Intangible assets	Cost		Accumulated Amortization		Total		Cost		Accumulated Amortization		Total
Product certifications	$	777,465	$	(618,749)	$	158,716	$	777,465	$	(584,863)	$	192,602
Patents	888,910		(452,914)		435,996		888,910		(405,140)		483,770
Developed technology	240,000		(164,000)		76,000		240,000		(156,000)		84,000
Trademarks	26,896		—		26,896		26,896		—		26,896
In Process R&D	263,936		(84,837)		179,099		263,936		(65,984)		197,952
Favorable contract asset	384,465		(374,287)		10,178		384,465		(372,091)		12,374
Customer contract	1,591,327		(56,833)		1,534,494		—		—		—
	$	4,172,999	$	(1,751,620)	$	2,421,379	$	2,581,672	$	(1,584,078)	$	997,594

Intangible liability
Unfavorable contract liability	$	2,618,168	$	(1,913,807)	$	704,361	$	2,618,168	$	(1,797,951)	$	820,217

TECOGEN INC.

Notes to Condensed Consolidated Financial Statements

The aggregate amortization expense related to intangible assets and liabilities exclusive of unfavorable contract related intangibles for the three and six months ended June 30, 2023 and 2022 was $117,833 and $167,194 and $50,469 and $100,491, respectively. The net credit to cost of sales related to the amortization of the unfavorable contract related intangible asset and liability for the three and six months ended June 30, 2023 and 2022 was $54,575 and $115,508 and $62,857 and $133,383, respectively.

Favorable/Unfavorable Contract Assets and Liabilities and Customer Contract Assets

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 and include the customer relationship contract acquired by us in April 2023 as part of the Aegis acquisition. The Aegis customer relationship contract is being amortized on a straight-line basis over a period of seven (7) years which is consistent with the projected revenue recognition.

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, 2023 is estimated to be as follows:


	Non-contract Related Intangibles		Contract Related Intangibles		Total
Year 1	$	183,504	$	13,774	$	197,278
Year 2	179,922		95,572		275,494
Year 3	176,029		143,370		319,399
Year 4	172,418		165,490		337,908
Year 5	100,048		174,871		274,919
Thereafter	48,068		237,056		285,124
Total	$	859,989	830,133		$	1,690,122

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.


Note 7.			Sale of Energy Producing Assets and Goodwill Impairment

During 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, 2023 we do not expect to make any material payments under the guarantee.

At June 30, 2023, we were due $22,229 under the energy production contracts, representing outstanding accounts receivable balances that were due from the purchaser's customers which were past due at December 31, 2022 and have since been collected. We expect to receive these funds in the third quarter of 2023 when the bi-annual reconciliation for the period ended June 30, 2023 is prepared.

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.

TECOGEN INC.

Notes to Condensed Consolidated Financial Statements

We are also responsible under the agreements for site decommissioning costs, if any, in excess of certain threshold amounts by site. Decommissioning of site assets is performed when, if and as requested by the counterparty to the energy production contract upon termination of the energy production contract.


Note 8.			Aegis Contract and Related Asset Acquisition

On March 15, 2023, we entered into an agreement ("Agreement") with Aegis Energy Services, LLC (“Aegis”) pursuant to which Aegis agreed to assign to us and we agreed to assume certain Aegis maintenance agreements, we agreed to purchase certain assets from Aegis, and related matters (“Acquisition”). On April 1, 2023, the Acquisition closed. Under the Agreement, we agreed to acquire from Aegis and assume Aegis’ rights and obligations arising on or after April 1, 2023, under maintenance agreements pursuant to which Aegis provided maintenance services to third parties for approximately 200 cogeneration systems and we agreed to acquire from Aegis certain vehicles and inventory used by Aegis in connection with the performance of its maintenance services. At closing, we acquired eight (8) Aegis vehicles for consideration consisting of $170,000 in cash. Also, we issued credits against outstanding accounts receivable due from Aegis in the amount of $300,000 for the acquisition of inventory that Aegis used to provide maintenance services. At closing, we hired eight (8) Aegis employees who, following the closing, have agreed to continue to provide maintenance services relating to the cogeneration systems covered by the maintenance agreements assumed pursuant to the Agreement. Following the closing and for a period of up to seven (7) years, we have agreed to pay Aegis a percentage of the revenue collected for maintenance services provided pursuant to the maintenance agreements acquired from Aegis. Further, prior to December 31, 2023, we have the right to acquire and assume additional Aegis’ maintenance agreements for cogeneration systems on substantially similar terms and conditions. The Agreement contained certain indemnification provisions and agreements on the part of Aegis and for each party to cooperate with each other and provide certain transitional assistance. We acquired the Aegis maintenance agreements to expand our Service portfolio and to benefit from the long-term contract revenue stream generated by these agreements.

We have determined that the assignment and assumption of the Aegis maintenance agreements, in combination with the related asset acquisition and the retention of the former Aegis employees, constitutes a business and should be accounted for as a business combination under the acquisition method. As of the acquisition date, we recognized, separately from goodwill, the identifiable assets acquired and the liabilities assumed, at fair value.

We have included the financial results of the Aegis maintenance agreements in our consolidated financial statements from April 1, 2023, the closing or acquisition date.

The following table summarizes the consideration paid for the Aegis acquisition and the fair value of assets acquired and contract-related liabilities assumed as the acquisition date:

TECOGEN INC.

Notes to Condensed Consolidated Financial Statements


Consideration Paid:
Cash	$	170,000
Accounts receivable credit issued	300,000
Account payable	111,178
Contingent consideration	1,442,462
Total fair value of consideration transferred	2,023,639

Identifiable assets acquired and liabilities assumed:
Assets acquired
Property, plant and equipment	170,000
Inventory	411,178
Identifiable intangible asset - customer contracts	1,591,327
	2,172,505
Acquired contract-related liabilities assumed
Deferred maintenance reserve	(871,856)
	(871,856)
Net identifiable assets acquired	1,300,649
Excess of cost over fair value of net assets acquired (Goodwill)	$	722,991

The amounts recognized for inventory, identifiable intangible assets, contingent consideration and deferred maintenance reserves are provisional pending completion of the necessary valuations and analysis. ASC 805 establishes a measurement period to provide companies with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date.

The fair value of the contingent consideration was estimated using the income approach. The excess cash flow was discounted to present value using an appropriate rate of return to estimate the market value of the customer identifiable intangible asset and the risks associated with the future revenue forecasts due to potential changes in customer energy requirements or changes in the economic viability of these CHP sites which depend on the spread between natural gas fuel and electricity prices, all of which are not within our control. Key assumptions to value the customer identifiable intangible asset included a discount rate of 15%, anticipated existing contract run out and forecasted revenue.

On the date of acquisition, the fair value of the contingent consideration and the deferred maintenance reserve were calculated using a weighted average cost of capital of 12%, discounting the future cash flows to present value and are subsequently remeasured to fair value at each reporting date until the contingencies are resolved.

The contingent consideration is payable within forty-five (45) days following the end of each calendar quarter through the earlier of the expiration or termination of the relevant maintenance agreements, or the seventh (7th) anniversary of the acquisition date. The consideration is equal to the product of the revenues collected in a calendar quarter multiplied by an applicable percentage. The agreement stipulates quarterly aggregate revenue targets and an applicable percentage, and provides for a higher applicable percentage if revenues exceed the target revenues. The applicable percentage ranges from 5% to 10% over the agreement term. The deferred maintenance reserve represents costs, which are expected to be incurred over a three-year period from the date of acquisition, to repair customer equipment that had not been properly maintained prior to our acquisition of the maintenance service agreements.

Revenues and gross profit since the acquisition date were $628,813 and $411,106, respectively, for the three months ended June 30, 2023 and are included in our Services segment.

The purchase price of the acquisition was allocated to the tangible and intangible assets acquired and liabilities assumed and recognized at their fair value based on widely accepted valuation techniques in accordance with ASC 820, "Fair Value Measurement," as of the acquisition date. The process for estimating fair value requires the use of significant assumptions and estimates of future cash flows and developing appropriate discount rates. The excess of the purchase price over fair value of the net identified assets acquired and liabilities assumed was recorded as goodwill. Goodwill is primarily attributable to the going concern element of the Aegis business, including its assembled workforce and the long-term nature of the customer maintenance agreements, as well as anticipated cost synergies due primarily to the elimination of administrative overhead. Goodwill resulting from the Aegis acquisition is not expected to be deductible for income tax purposes.

TECOGEN INC.

Notes to Condensed Consolidated Financial Statements

Acquisition-related costs which consisted on recurring internal resources were deminimus and such costs were expensed as incurred (ASC805-50-30-1).

The following table summarizes the contract-related liabilities assumed as of:


	June 30, 2023		December 31, 2022
Acquisition liabilities, current
Contingent consideration	$	164,357	$	—
Deferred maintenance reserve	484,884		—
	649,241		—
Acquisition liabilities, long-term
Contingent consideration	1,278,105		—
Deferred maintenance reserve	365,462		—
	$	1,643,567	$	—


Note 9.			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, 2023 and 2022 was $216,841 and $406,556 and $210,155 and $407,074, respectively.

Supplemental information related to leases for the six months ended June 30, 2023 was as follows:


	Six Months Ended June 30,
	2023			2022
Cash paid for amounts included in the measurement of operating lease liabilities	$	371,264		$	365,509
Right-of-use assets obtained in exchange for operating lease liabilities	$	—		$	—
Weighted-average remaining lease term - operating leases	3.70 years			3.70 years
Weighted-average discount rate - operating leases	6		%	6		%

Supplemental information related to operating leases as of June 30, 2023 and December 31, 2022 was as follows:


	June 30, 2023		December 31, 2022
Operating leases
Right-of-use assets	$	920,690	$	1,245,549

Operating lease liability, current	$	513,811	$	687,589
Operating lease liability, long-term	459,372		623,452
Total operating lease liability	$	973,183	$	1,311,041

TECOGEN INC.

Notes to Condensed Consolidated Financial Statements

Future minimum lease commitments under non-cancellable operating leases as of June 30, 2023 were as follows:


	Operating Leases
Year 1	$	550,785
Year 2	132,569
Year 3	121,565
Year 4	76,818
Year 5	53,422
Thereafter	144,100
Total lease payments	1,079,259
Less: imputed interest	106,076
Total	$	973,183

The lease on our headquarters located in Waltham, Massachusetts which consists of approximately 43,000 square feet of manufacturing, storage and office space, expires on March 31, 2024. Currently, our monthly base rent is $44,254. On March 31, 2023, we entered into two lease agreements for two adjoining buildings, located in Billerica, Massachusetts, containing approximately 26,412 square feet of manufacturing, storage and offices space to serve as our headquarters and manufacturing facilities. The lease agreements provide for initial lease terms of five (5) years with two successive options to renew for additional terms of five (5) years. Both leases commence on January 1, 2024 and require payment of the base rent, real estate taxes, common maintenance expenses and aggregate deposits of $38,200. Our costs for initial improvements required to the leased premises is estimated to range between $1,000,000 and $1,250,000. The estimated straight-line monthly rent expense for the initial term of the lease is approximately $24,800 per month. In accordance with ASC 842-20-30-1, we will record the lease liability and right-of-use asset using the discount rate for the lease upon the lease commencement date.

Note 10. 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, 2023, 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 by the laws of descent and distribution. 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, 2023 was 188,393.

During the six months ended June 30, 2023, we did not grant any options to purchase shares of common stock under the Amended Plan.

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. The number of shares remaining available for future issuance under the Plan as of June 30, 2023 was 3,475,000.

TECOGEN INC.

Notes to Condensed Consolidated Financial Statements

During the six months ended June 30, 2023, we granted non-qualified options to purchase an aggregate of 125,000 shares of common stock at $1.10 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 2023 was $62,500. The weighted-average grant date fair value of stock options granted during 2023 was $0.50 per share.

Stock option activity for the six months ended June 30, 2023 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, 2022	3,204,297	$0.71-$10.33	$	1.61	7.30 years	$	882,074
Granted	125,000	$1.10	$	1.11
Exercised	—
Canceled and forfeited	(42,000)	$1.10-$3.20	$	2.98
Outstanding, June 30, 2023	3,287,297	$0.71-$10.33	$	1.57	7.00 years	$	406,845
Exercisable, June 30, 2023	1,788,972		$	2.06		$	206,145
Vested and expected to vest, June 30, 2023	3,062,548		$	1.61		$	376,740

Consolidated stock-based compensation expense for the three and six months ended June 30, 2023 and 2022 was $28,589 and $105,937 and $89,893 and $185,600, respectively. No tax benefit was recognized related to the stock-based compensation recorded during the period.

At June 30, 2023 the total compensation cost related to unvested stock option awards not yet recognized is $455,445 and this amount will be recognized over a weighted average period of 2.99 years.

Note 11. 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 present the asset reported in "other assets" in the consolidated balance sheet measured at its fair value on a recurring basis as of June 30, 2023 and 2022 by level within the fair value hierarchy.

TECOGEN INC.

Notes to Condensed Consolidated Financial Statements


June 30, 2023			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.	$	131,241	$	—	$	131,241	$	—	$	37,497
Total recurring fair value measurements	$	131,241	$	—	$	131,241	$	—	$	37,497

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

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, 2023 and 2022:


Fair value at December 31, 2022	$	93,744
Unrealized gains	37,497
Fair value at June 30, 2023	$	131,241

Fair value at December 31, 2021	$	74,995
Unrealized gains	37,497
Fair value at June 30, 2022	$	112,492

Note 12. Commitments and Contingencies

On November 23, 2022, we were served with a suit filed against us on August 24, 2022 in the Ontario Superior Court of Justice by The Corporation of the Town of Milton, Milton Energy Generation Solutions Inc. and Milton Hydro Distribution Inc (the "Plaintiffs"), all of whom are municipal corporations incorporated in the Province of Ontario. The plaintiffs sued for damages in the amount of CDN $1,000,000, pre-judgment and post-judgment interest, legal fees, and any further relief the court may deem, alleging breach of contract, breach of warranty, negligent misrepresentations and nuisance. Plaintiffs allege that on or about July 10, 2022, a Tecogen cogenerator installed by us at the plaintiffs facility caught fire, causing damage to the cogenerator and the plaintiff's facility. We have filed a response denying liability and are being represented by Canadian counsel. For the year ended December 31, 2022, we reserved $150,000 for anticipated damages which may not be covered by our insurance.

TECOGEN INC.

Notes to Condensed Consolidated Financial Statements

Note 13. Segments

As of June 30, 2023, we were organized into three (3) 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, 2023 and 2022:


	Products		Services		Energy Production		Corporate, other and elimination (1)		Total
Three Months Ended June 30, 2023

Revenue - external customers	$	2,445,631	$	3,952,971	$	350,156	$	—	$	6,748,758
Intersegment revenue	—		66,143		—		(66,143)		—
Total revenue	$	2,445,631	$	4,019,114	$	350,156	$	(66,143)	$	6,748,758
Gross profit	$	827,175	$	1,877,102	$	130,149	$	—	$	2,834,426
Identifiable assets	$	9,955,171	$	13,051,494	$	3,284,542	$	3,508,978	$	29,800,185

Six Months Ended June 30, 2023

Revenue - external customers	$	4,155,767	$	7,089,144	$	883,665	$	—	$	12,128,576
Intersegment revenue	—		154,357		—		(154,357)		—
Total revenue	$	4,155,767	$	7,243,501	$	883,665	$	(154,357)	$	12,128,576
Gross profit	$	1,324,743	$	3,275,673	$	325,919	$	—	$	4,926,335
Identifiable assets	$	9,955,171	$	13,051,494	$	3,284,542	$	3,508,978	$	29,800,185

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

(1) Corporate, intersegment revenue, other and elimination includes various corporate assets.

Note 14. 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.

TECOGEN INC.

Management's Discussion and Analysis

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this Quarterly Report on Form 10-Q (“Form 10-Q”) contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. For example, statements in this Form 10-Q regarding the potential future impact of the COVID-19 pandemic on our business and results of operations are forward-looking statements. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Such forward-looking statements include, among other things, statements regarding the impact of the coronavirus pandemic on demand for our products and services, the availability of incentives, rebates, and tax benefits relating to our products, changes in the regulatory environment relating to our products, competing technological developments, and the availability of financing to fund our operations and growth. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”), as supplemented, and Part II, Item 1A of this Form 10-Q, in each case under the heading “Risk Factors.” The following discussion should be read in conjunction with the 2022 Form 10-K filed with the Securities and Exchange Commission (“SEC”) and the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Form 10-Q. Each of the terms “Tecogen,” “we,” “our,” and “us” as used herein refer collectively to Tecogen Inc. and our wholly owned subsidiaries, unless otherwise stated. While we may elect to update forward-looking statements in the future, we specifically disclaim any obligation to do so, even if our estimates change, and you should not rely on those forward-looking statements as representing ours views as of any date subsequent to the date of the filing of this Form 10-Q.

Recent Developments

Assumption of Aegis Energy Services Maintenance Agreements

Tecochill Hybrid-Drive Air-Cooled Chiller Development

During the third quarter of 2021 we began development of the Tecochill Hybrid-Drive Air-Cooled Chiller. We recognized that there were many applications where the customer wanted an easy to install roof top chiller. Using the inverter design from our InVerde e+ cogeneration module, the system can simultaneously take two inputs, one from the grid or a renewable energy source and one from our natural gas engine. This allows a customer to seek the optimum blend of operational cost savings and greenhouse gas benefits while providing added resiliency from two power sources. We introduced the Tecochill Hybrid-Drive Air-Cooled Chiller at the AHR Expo in February 2023 and are expecting to start accepting orders for the product in the fourth quarter 2023. A patent application based on this concept has been filed with the US Patent and Trademark Office.

TECOGEN INC.

Management's Discussion and Analysis

Controlled Environment Agriculture

On July 20, 2022, we announced our intention to increase our focus on opportunities relating to Controlled Environment Agriculture (CEA). Tecogen believes that CEA offers an exciting opportunity to apply the company’s expertise in clean cooling, power generation, and greenhouse gas (GHG) reduction to address critical issues affecting food and energy security. In recent years our chiller and cogeneration equipment have been used in numerous cannabis cultivation facilities because our systems significantly reduce operating costs, reduce the facility GHG footprint and offer resiliency to grid outages.

CEA facilities enable multiple crop cycles (15 to 20 cycles) in one year compared to one or two crop cycles in conventional farming. In addition, growing produce close to the point of sale reduces food spoilage during transportation. Food crops grown in greenhouses typically have lower yields per square foot than in CEA facilities, and the push to situate facilities close to consumers in cities requires minimizing land area and maximizing yield per square foot. Yields are increased in CEA facilities by supplementing or replacing natural light with grow lights in a climate-controlled environment - which requires significant energy use.

Our experience providing clean energy solutions to cannabis cultivation facilities has given us significant insight into requirements relating to energy-intensive indoor agriculture applications that we expect to be transferable to CEA facilities for food production. Although we have no current plans to develop CEA facilities ourselves, we are working with other companies that are providing HVAC solutions, modular chiller plants, and controls to integrate and expand our solutions for CEA. Although there can be no assurance, we expect customers using the exhaust gas CO2 from our engines to boost plant growth both in food crop and cannabis facilities.

Employee Retention Credit

During the three months ended June 30, 2021, we recorded an ERC benefit for the first and second quarters of 2021 of $713,269 and, in the three months ended September 30, 2021 we recorded an ERC benefit for the third quarter of 2021 of $562,752, respectively, in other income (expense), net in the our condensed consolidated statements of operations. On April 14, 2022, we received $564,027 from the Internal Revenue Service representing the ERC claim for the third quarter of 2021 and $1,275 of accrued interest. We received $667,121 from the Internal Revenue Service on January 12, 2023 in payment of the ERC claimed from the first and second quarters of 2021 and $15,775 of accrued interest, which is reported in other income (expense) in our condensed consolidated statements of operations for the three months ended June 30, 2023. A current receivable in the amount of $46,148 is included in our condensed consolidated balance sheet as of June 30, 2023. We expect to receive the remaining balance in 2023.

Impact of the Russian Invasion of Ukraine

Presently, we have no operations or customers in Russia or the Ukraine. The higher energy prices for natural gas as a result of the war may affect the performance of our Energy Production segment. However, we have also seen higher electricity prices as much of the electricity production in the United States is generated from fossil fuels. If the electricity prices continue to rise, the economic savings generated by our products are likely to increase. In addition to the direct result of changes in natural gas and electricity prices, the war in Ukraine may result in higher cybersecurity risks, increased or ongoing supply chain challenges, and volatility related to the trading prices of commodities.

Overview

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 adapted to run on natural gas. Cogeneration systems are efficient because, in addition to supplying mechanical energy to power electric generators or compressors – displacing utility supplied electricity – they provide an opportunity for the facility to incorporate the engine’s waste heat into onsite processes, such as space and potable 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 Engine driven chillers (cooling plus heat).

TECOGEN INC.

Management's Discussion and Analysis

Our products are sold directly to end-users by our in-house marketing team and by established sales agents and representatives. We have agreements in place with distributors and sales representatives. Our existing customers include hospitals and nursing homes, colleges and universities, health clubs and spas, hotels and motels, office and retail buildings, food and beverage processors, multi-unit residential buildings, laundries, ice rinks, swimming pools, factories, municipal buildings, military installations and indoor growing facilities. We have an installed base of more than 3,000 units. Our products have long useful lives with proper maintenance. Some of our units have been operating for over 35 years.

With the acquisition of American DG Energy Inc. ("ADGE") in May 2017, we added an additional source of revenue. Through ADGE, we install, own, operate and maintain complete distributed generation electricity systems, or DG systems or 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. Each month we obtain readings from our energy meters to determine the amount of energy produced for each customer. We use a contractually defined formula to multiply these readings by the appropriate published price of energy (electricity, natural gas or oil) from each customer's local energy utility, to derive the value of our monthly energy sale, which includes a negotiated discount. Our revenues per customer on a monthly basis vary based on the amount of energy produced by our energy systems and the published price of energy (electricity, natural gas or oil) from our customer's local energy utility that month.

Our operations a