Tecogen公司2025年季度报告

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number001-36103 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation 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 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging 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☐Accelerated filero Emerging growth 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 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐Noý As of May12, 2025,25,259,267shares of common stock, $0.001 par value per share, of the registrant were issued and outstanding. and economic interest in ADGNY as of March31, 2025 and December31, 2024. Operating results for the three months ended March31, 2025are not necessarily indicative of the results that may be expected for the year ending December31, 2025. All intercompany transactions have been eliminated in consolidation.The condensed consolidated balance sheet at December31, 2024 has been derived from the audited consolidated financial statements at that date included in our Annual Report on Form 10-K for the year ended December31, 2024, but does not include all of the information andfootnotes required by U.S. GAAP for complete 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 December31, 2024. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Income Taxes expected by applying the federal statutory tax rate primarily due to losses for which no benefit is recognized. Business CombinationsIn accordance with applicable accounting standards, we estimate the fair value of assets acquired and liabilities assumed as of theacquisition date of each business combination. Any excess purchase price over the fair value of the net tangible and intangible assets acquired isallocated to goodwill. We may make certain estimates and assumptions when determining the fair values of assets acquired and liabilitiesassumed, including intangible assets. Critical estimates in valuing certain intangible assets include but are not limited to future expected cashflows from energy production sites or customer maintenance contracts, estimated operating costs, as well as discount rates. At the acquisition revenue targets and actual and projected future costs. The fair value of the contingent consideration and pre-acquisition deferred maintenanceliabilities are remeasured each reporting period after the acquisition date and any changes in the estimated fair value are reflected as gains orlosses in cost of goods sold or general and administrative expense in the condensed consolidated statement of operations. Contingentconsideration liabilities and deferred payments to sellers are recorded as current liabilities and other long-term liabilities in the consolidatedbalance sheets based on the expected timing of settlement.Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain andunpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurementperiod are recognized in the reporting period in which the adjustment amounts are determined. Transaction costs associated with businesscombinations are expensed as incurred. performance of our segments.See Note 13. Segments of the Notes to Condensed Consolidated Financial Statements, for a reconciliation ofsegment profit to income from operations. Recently Issued Accounting Standards 6 income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paidinformation. The amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted.The adoption of Topic 740 did not have a material effect on our consolidated financial statements, other than with respe