Quarterly report pursuant to Section 13 or 15(d)

Acquisition of American DG Energy, Inc. (Tables)

v3.8.0.1
Acquisition of American DG Energy, Inc. (Tables)
 9 Months Ended
Sep. 30, 2017
Business Combinations [Abstract]  
Schedule of Business Acquisition
The following table summarizes the consideration paid for ADGE and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date, as well as the fair value at the acquisition date of the noncontrolling interest in American DG New York, LLC, a consolidated subsidiary of ADGE.
Consideration
 

  Tecogen common stock - 4,662,937 shares
 
$
18,745,007

  Assumed fully vested equity awards
 
114,896


 
$
18,859,903


 

Recognized amounts of identifiable assets acquired and liabilities assumed
 

  Financial assets
 
$
1,551,590

  Inventory
 
108,333

  Prepaid and other current assets
 
358,628

  Property, plant and equipment
 
15,430,250

  Investment securities
 
519,568

  Identifiable intangibles assets
 
1,456,166

  Financial liabilities
 
(1,857,859
)
  Unfavorable contract liability
 
(10,838,571
)
  Other liabilities
 
(939
)
    Total identifiable net assets
 
6,727,166

Noncontrolling interest in American DG New York, LLC
 
(469,672
)
Excess of cost over fair value of net assets acquired
 
12,602,409


 
$
18,859,903

Pro Forma Information
The unaudited pro forma financial information in the table below summarizes the combined results of operations for Tecogen and ADGE as though the companies were combined as of the beginning of fiscal 2016. The pro forma financial information for all periods presented also includes the business combination accounting effects resulting from the acquisition including amortization charges and credits from acquired intangible assets and liabilities (certain of which are preliminary), and depreciation adjustments related to fair value as though the aforementioned companies were combined as of the beginning of fiscal 2016. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2016.

 
 
Nine months ended September 30,
 
 
2017
 
2016
Total revenues
 
$
25,030,586

 
$
21,240,102

Net income (loss)
 
(998,323
)
 
(2,236,396
)
Basic earnings (loss) per share
 
(0.04
)
 
(0.09
)
Diluted earnings (loss) per share
 
(0.04
)
 
(0.09
)