Annual report pursuant to Section 13 and 15(d)

Acquisition of American DG Energy Inc. (Tables)

Acquisition of American DG Energy Inc. (Tables)

12 Months Ended

Dec. 31, 2018

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