Annual report pursuant to Section 13 and 15(d)

Acquisition of American DG Energy Inc. (Tables)

v3.19.1
Acquisition of American DG Energy Inc. (Tables)
12 Months Ended
Dec. 31, 2018
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
 
$
1,542,137

  Inventory
 
75,374

  Prepaid and other current assets
 
358,628

  Property, plant and equipment
 
12,186,664

  Investment securities
 
519,568

  Favorable contract asset
 
1,561,739

  Financial liabilities
 
(1,912,859
)
  Unfavorable contract liability
 
(8,341,922
)
  Other liabilities
 
(939
)
    Total identifiable net assets
 
5,988,390

Noncontrolling interest in American DG New York, LLC
 
(453,272
)
Goodwill
 
13,324,785

 
 
$
18,859,903

The following represents the consideration for and the fair value of assets acquired and liabilities assumed recognized at the acquisition date:
Cash
$
442,786

Accounts receivable
176,235

Unbilled revenue
232,540

Fixed assets
47,508

Intangible assets
29,607

Accounts payable
(811,468
)
Deferred revenue
(44,610
)
Cash payable
$
72,598

Pro Forma Information
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.
 
 
Year ended
 
 
December 31, 2017
Total revenues
 
$
36,232,650

Net income (loss)
 
113,255

Basic earnings (loss) per share
 
$
0.01

Diluted earnings (loss) per share
 
$
0.01