Annual report pursuant to Section 13 and 15(d)

Commitments and contingencies

Commitments and contingencies

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Operating Lease Obligations

The Company leases office space and warehouse facilities under various lease agreements which expire through March 2024. Total rent expense for the years ended December 31, 2018 and 2017 amounted to $755,579 and $700,335, respectively. In 2017, a portion of rent expense was offset by $34,995 in rent paid by sub-lessees, to both related and unrelated parties, for a net amount of $665,340.

The Company leased one passenger vehicle under a lease agreement which expired in 2018. Vehicle rent expense amounted to $1,912 and $1,571 during the years ended December 31, 2018 and 2017, respectively.

Future minimum lease payments under all non-cancelable operating leases as of December 31, 2018 consist of the following:



Years Ending December 31,	Amount
2019	$	643,930
2020	647,341
2021	589,538
2022	577,055
2023	584,803
Thereafter	134,700
Total	$	3,177,367

Guarantees

The Company guarantees certain obligations of a former subsidiary of ADGE, EuroSite Power Inc. These guarantees include a payment performance guarantee in respect of collateralized equipment financing loans, with a remaining principal amount outstanding subject to the guarantee at December 31, 2018 of approximately $202,359 due ratably in equal installments through September 2021, and certain guarantees of performance in respect of certain customer contracts. Based on current conditions, the Company does not believe there to be any amounts probable of payment by the Company under any of the guarantees and has estimated the value associated with the non-contingent aspect of the guarantees is approximately $7,000 which is recorded as a liability in the accompanying financial statements.

Dismissal of Litigation

The Company was previously a party to an action in the United States District Court for the District of Massachusetts, described below, related to the Merger. All claims in the litigation relating to the Merger have been dismissed.

On November 16, 2018, the US District Court for the District of Massachusetts dismissed all remaining claims against all defendants in the litigation against Tecogen Inc. and its affiliates, including American DG Energy Inc., and their directors and certain officers, relating to the merger of American DG Energy Inc. with and into a subsidiary of Tecogen Inc. in a case filed on May 15, 2017 titled Vardakas v. American DG. Energy, Inc., Case No. 17-CV-1024(LTS).

The case was originally filed in February 2017 in Massachusetts state court by William C. May ("May"), individually and on behalf of the other shareholders of American DG Energy Inc. as a class in the Business Litigation Session of the Superior Court of the Commonwealth of Massachusetts, Civil Action N. 17-0390. Plaintiff May voluntarily dismissed the state court case on May 31, 2017 and consolidated that case with the case filed by plaintiff Lee Vardakas on May 15, 2017 in US District Court for the District of Massachusetts, alleging violations of federal securities laws and breaches of fiduciary duties to minority shareholders of American DG Energy Inc. in connection with the merger of American DG Energy Inc. with a subsidiary of Tecogen Inc. The US District Court dismissed all federal securities law claims in the case on March 2, 2018. On November 16, 2018 the remaining state law claims alleging breach of fiduciary duties to minority stockholders, and aiding and abetting breaches of fiduciary duties, were dismissed on the basis of the defendants' Motion for Judgment on the Pleadings. Plaintiff's motion for class certification was also dismissed on November 16, 2018.