Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended |
Jun. 30, 2014 | |
Document And Entity Information | ' |
Entity Registrant Name | 'Strategic Environmental & Energy Resources, Inc. |
Entity Central Index Key | '0001576197 |
Document Type | '10-Q |
Document Period End Date | 30-Jun-14 |
Amendment Flag | 'false |
Current Fiscal Year End Date | '--12-31 |
Entity a Well-known Seasoned Issuer | 'No |
Entity a Voluntary Filer | 'No |
Entity Reporting Status Current | 'Yes |
Entity Filer Category | 'Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 51,346,036 |
Document Fiscal Period Focus | 'Q2 |
Document Fiscal Year Focus | '2014 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
Current assets: | ' | ' | |
Cash | $1,360,200 | $2,419,100 | [1] |
Cash - restricted | 250,000 | 250,000 | [1] |
Accounts receivable, net of allowance of $76,000 | 2,514,200 | 1,170,000 | [1] |
Costs and estimated earnings in excess billings on uncompleted contracts | 173,200 | 78,500 | [1] |
Inventory | 39,000 | 22,400 | [1] |
Prepaid expenses and other assets | 313,900 | 253,000 | [1] |
Total current assets | 4,650,500 | 4,193,000 | [1] |
Property and equipment, net | 3,894,900 | 1,762,900 | [1] |
Intangible assets, net | 389,700 | 379,500 | [1] |
Other assets | 34,600 | 36,800 | [1] |
TOTAL ASSETS | 8,969,700 | 6,372,200 | [1] |
Current liabilities: | ' | ' | |
Accounts payable | 2,227,900 | 1,506,800 | [1] |
Accrued liabilities | 790,600 | 924,200 | [1] |
Billings in excess of costs and estimated earnings on uncompleted contracts | 349,300 | 170,300 | [1] |
Current portion of payroll taxes payable | 943,200 | 250,600 | [1] |
Customer deposits | 330,000 | 118,000 | [1] |
Deferred revenue | 419,500 | ' | |
Current portion of notes payable and capital lease obligations | 383,300 | 504,700 | [1] |
Notes payable - related parties, including accrued interest | 130,700 | 136,900 | [1] |
Total current liabilities | 5,574,500 | 3,611,500 | [1] |
Payroll taxes payable, net of current portion | ' | 720,800 | [1] |
Notes payable and capital lease obligations, net of current portion | 16,500 | 48,100 | [1] |
Total liabilities | 5,591,000 | 4,380,400 | [1] |
Commitments and contingencies | ' | ' | [1] |
Stockholders' Equity (Deficit): | ' | ' | |
Preferred stock; $.001 par value; 5,000,000 shares authorized; -0- shares issued | ' | ' | [1] |
Common stock; $.001 par value; 70,000,000 shares authorized; 51,346,036 and 47,911,975 shares issued and outstanding 2014 and 2013, respectively | 51,300 | 47,900 | [1] |
Common stock subscribed | 50,000 | 50,000 | [1] |
Additional paid-in capital | 16,717,700 | 14,597,700 | [1] |
Stock subscription receivable | -50,000 | -50,000 | [1] |
Accumulated deficit | -12,785,800 | -12,215,200 | [1] |
Total stockholders' equity (deficit) | 3,983,200 | 2,430,400 | [1] |
Non-controlling interest | -604,500 | -438,600 | [1] |
Total equity | 3,378,700 | 1,991,800 | [1] |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $8,969,700 | $6,372,200 | [1] |
[1] | These numbers were derived from the audited financial statements for the year ended December 31, 2013. |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $76,000 | ' |
Preferred stock, par value (in dollars per shares) | $0.00 | $0.00 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value (in dollars per shares) | $0.00 | $0.00 |
Common stock, authorized | 70,000,000 | 70,000,000 |
Common stock, issued | 51,346,036 | 47,911,975 |
Common stock, outstanding | 51,346,036 | 47,911,975 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||
Revenue: | ' | ' | ' | ' | |
Products | $1,061,400 | $1,159,300 | $1,581,500 | $2,060,900 | |
Services | 3,135,600 | 1,769,600 | 5,398,500 | 3,436,900 | |
Licensing | 78,700 | ' | 78,700 | ' | |
Total revenue | 4,275,700 | 2,928,900 | 7,058,700 | 5,497,800 | |
Operating expenses: | ' | ' | ' | ' | |
Products costs | 747,400 | 824,200 | 1,127,600 | 1,396,500 | |
Services costs | 1,988,900 | 1,385,500 | 3,570,200 | 2,584,100 | |
Licensing costs | 123,500 | ' | 123,500 | ' | |
Selling, general and administrative expenses | 1,062,800 | 801,500 | 2,971,600 | 1,816,100 | |
Total operating expenses | 3,922,600 | 3,011,200 | 7,792,900 | 5,796,700 | |
Income (Loss) from operations | 353,100 | -82,300 | -734,200 | -298,900 | |
Other income (expense): | ' | ' | ' | ' | |
Interest income | ' | 2,000 | ' | 4,000 | |
Interest expense | -19,100 | -29,400 | -42,700 | -53,300 | |
Gain on debt settlement | ' | ' | 24,400 | ' | |
Other | 32,800 | 46,400 | 16,000 | 45,000 | |
Total non-operating income (expense), net | 13,700 | 19,000 | -2,300 | -4,300 | |
Net income (loss) | 366,800 | -63,300 | -736,500 | -303,200 | |
Less: Net loss attributable to non-controlling interest | -97,800 | -46,000 | -165,900 | -114,400 | |
Net income (loss) attributable to SEER common stockholders | $464,600 | ($17,300) | ($570,600) | ($188,800) | |
Net income (loss) per share, basic and diluted (in dollars per shares) | $0.01 | ' | [1] | ($0.01) | ($0.01) |
Weighted average shares outstanding - basic and diluted (in shares) | 51,196,100 | 42,927,700 | 50,277,400 | 42,044,900 | |
[1] | Less than $(.01) per share |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (USD $) | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | |||
Cash flows from operating activities: | ' | ' | ||
Net loss | ($736,500) | ($303,200) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' | ||
Provision for doubtful accounts receivable | -1,000 | 19,000 | ||
Depreciation and amortization | 216,700 | [1] | 180,100 | [1] |
Stock-based compensation expense | 685,400 | 11,000 | ||
Gains on extinguishment of debt | -24,400 | -8,500 | ||
Changes in operating assets and liabilities: | ' | ' | ||
Cash - restricted | ' | 92,000 | ||
Accounts receivable | -1,343,100 | -284,600 | ||
Costs in Excess of billings on uncompleted contracts | -94,700 | -249,400 | ||
Inventory of supplies | -16,600 | 19,400 | ||
Prepaid expenses and other assets | -58,700 | -286,100 | ||
Accounts payable | 721,000 | 474,600 | ||
Accrued liabilities | -105,400 | 65,800 | ||
Billings in excess of revenue on uncompleted contracts | 179,000 | -81,400 | ||
Deferred revenue | 419,500 | ' | ||
Customer deposits | 212,000 | ' | ||
Payroll taxes payable | -28,200 | -80,700 | ||
Net cash provided by (used in) operating activities | 25,000 | -432,000 | ||
Cash flows from investing activities: | ' | ' | ||
Purchase of property and equipment | -2,305,000 | -253,600 | ||
Purchase of intangibles | -53,900 | -11,900 | ||
Net cash used in investing activities | -2,358,900 | -265,500 | ||
Cash flows from financing activities: | ' | ' | ||
Payments of notes payments and capital lease obligations | -153,000 | -88,600 | ||
Payments of related party notes payable and accrued interest | -10,000 | 2,400 | ||
Proceeds from exercise of warrants | 662,000 | ' | ||
Proceeds from the sale of common stock and warrants, net of expenses | 776,000 | 779,000 | ||
Net cash provided by financing activities | 1,275,000 | 692,800 | ||
Net increase (decrease) in cash | -1,058,900 | -4,700 | ||
Cash at the beginning of period | 2,419,100 | [2] | 70,400 | |
Cash at the end of period | 1,360,200 | 65,700 | ||
Supplemental disclosures of cash flow information: | ' | ' | ||
Cash paid for interest | $74,400 | $39,000 | ||
[1] | Includes depreciation of property, equipment and leasehold improvement and amortization of intangibles. | |||
[2] | These numbers were derived from the audited financial statements for the year ended December 31, 2013. |
ORGANIZATION_AND_FINANCIAL_CON
ORGANIZATION AND FINANCIAL CONDITION | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
ORGANIZATION AND FINANCIAL CONDITION | ' |
NOTE 1 - ORGANIZATION AND FINANCIAL CONDITION | |
Organization | |
Strategic Environmental & Energy Resources, Inc. (“SEER,” “we,” or the “Company”), a Nevada corporation, is a provider of next-generation clean-technologies, waste management innovations and related services. SEER has three wholly-owned operating subsidiaries and two majority-owned subsidiaries; all of which together provide technology solutions and services to companies primarily in the oil and gas, refining, landfill, food, beverage & agriculture and renewable fuel industries. The three wholly-owned subsidiaries include: 1) REGS, LLC (d/b/a Resource Environmental Group Services (“REGS”)) provides industrial and proprietary cleaning services to refineries, oil fields and other private and governmental entities; 2) Tactical Cleaning Company, LLC (“Tactical”), provides proprietary cleaning services related to railcar tankers, tank trucks and frac tanks to customers from its sites in Colorado and Kansas; 3) MV, LLC (d/b/a MV Technologies) (“MV”), designs and builds biogas conditioning solutions for the production of renewable natural gas, odor control systems and natural gas vapor capture primarily for landfill operations, waste water treatment facilities, oil and gas fields, refineries, municipalities and food, beverage & agriculture operations throughout the U.S. | |
The two majority-owned subsidiaries include; 1) Paragon Waste Solutions, LLC (“PWS”) and 2) ReaCH4Biogas (“Reach”). PWS is currently owned 54% by SEER (see Note 7) and Reach is owned 85% by SEER. | |
PWS is developing specific opportunities to deploy and commercialize patent-pending technologies for a non-thermal oxidation process that makes possible the clean and efficient destruction of solid hazardous chemical and biological waste (i.e., regulated medical waste, chemicals, pharmaceuticals and refinery tank waste, etc.) without landfilling or traditional incineration and without harmful emissions. Additionally, Paragon’s technology “cleans” and conditions emissions and gaseous waste streams (i.e., volatile organic compounds and other greenhouse gases) generated from diverse sources such as refineries, oil fields, and many others. | |
Reach (the trade name for BeneFuels, LLC), is currently owned 85% by SEER and focuses specifically on treating biogas for conversion to pipeline quality gas and/or compressed natural gas (“CNG”) for fleet vehicle fuel. Reach had no operations as of December 31, 2013 and had minimal operations for the quarter ended June 30, 2014. | |
Principals of Consolidation | |
The accompanying consolidated financial statements include the accounts of SEER, its wholly-owned subsidiaries, REGS, TCC and MV and its majority-owned subsidiaries PWS and Reach, since their respective acquisition or formation dates. All material intercompany accounts, transactions, and profits have been eliminated in consolidation. | |
Basis of presentation Unaudited Interim Financial Information | |
The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period. | |
Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on March 27, 2014 for the years ended December 31, 2013 and 2012. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | |
The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make a number of estimates and assumptions related to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of intangible assets; valuation allowances and reserves for receivables and inventory and deferred income taxes; revenue recognition related to contracts accounted for under the percentage of completion method; share-based compensation; and loss contingencies, including those related to litigation. Actual results could differ from those estimates. | |
Licensing Revenue Recognition | |
The Company’s revenues from license agreements are recognized as a single accounting unit over the term of the license. In accordance with Accounting Standards Codification (“ASC”) 605, for revenues which contain multiple deliverables, the Company separates the deliverables into separate accounting units if they meet the following criteria: (i) the delivered items have a stand-alone value to the customer; (ii) the fair value of any undelivered items can be reliably determined; and (iii) if the arrangement includes a general right of return, delivery of the undelivered items is probable and substantially controlled by the seller. Deliverables that do not meet these criteria are combined with one or more other deliverables into one accounting unit. Revenue from each accounting unit is recognized based on the applicable accounting literature, primarily ASC 605. | |
The Company has five-year licensing agreements with two companies in which the Company amortizes various licensing fees on a straight-line basis over the five-year life of the agreement. | |
Reclassifications | |
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income (loss). | |
Research and Development | |
Research and development costs are charged to expense as incurred. Such expenses were $39,300 and $42,600, for the three months ended June 30, 2014 and 2013, respectively and $46,900 and $135,800, for the six months ended June 30, 2014 and 2013, respectively. | |
Income Taxes | |
The Company accounts for income taxes pursuant to Accounting Standards Codification (“ASC”) 740, Income Taxes, which utilizes the asset and liability method of computing deferred income taxes. The objective of this method is to establish deferred tax assets and liabilities for any temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. | |
ASC 740 also provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized. During the three months and six months ended June 30, 2014 and 2013 the Company recognized no adjustments for uncertain tax positions. | |
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were recognized at June 30, 2014 and December 31, 2013. The Company expects no material changes to unrecognized tax positions within the next twelve months. | |
The Company has filed federal and state tax returns through December 31, 2012 and is current on all of its tax filings. The tax periods for the years ending December 31, 2008 through 2012 are open to examination by federal and state authorities. | |
Recently issued accounting pronouncements | |
Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASU’s) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all new or revised ASU’s. | |
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU No. 2013-11 requires that entities with an unrecognized tax benefit and a net operating loss carryforward or similar tax loss or tax credit carryforward in the same jurisdiction as the uncertain tax position present the unrecognized tax benefit as a reduction of the deferred tax asset for the loss or tax credit carryforward rather than as a liability, when the uncertain tax position would reduce the loss or tax credit carryforward under the tax law, thereby eliminating diversity in practice regarding this presentation issue. This new guidance is effective prospectively for annual reporting periods beginning on or after December 15, 2013, although retrospective application in permitted. The adoption of this guidance on January 1, 2014 had no impact on the Company’s financial position and results of operations. | |
In May 2014, the Financial Accounting Standards Board (FASB) issued guidance creating Accounting Standards Codification (“ASC”) Section 606, “Revenue from Contracts with Customers”. The new section will replace Section 605, “Revenue Recognition” and creates modifications to various other revenue accounting standards for specialized transactions and industries. The section is intended to conform revenue accounting principles with a concurrently issued International Financial Reporting Standards with previously differing treatment between United States practice and those of much of the rest of the world, as well as, to enhance disclosures related to disaggregated revenue information. The updated guidance is effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. The Company will adopt the new provisions of this accounting standard at the beginning of fiscal year 2017, given that early adoption is not an option. The Company will further study the implications of this statement in order to evaluate the expected impact on the consolidated financial statements. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
NOTE 3 - PROPERTY AND EQUIPMENT | |||||||||
Property and equipment was comprised of the following: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Field and shop equipment | $ | 1,499,700 | $ | 1,361,100 | |||||
Vehicles | 522,200 | 516,700 | |||||||
Waste destruction equipment | 1,049,100 | 164,900 | |||||||
Waste destruction equipment in progress | 1,760,700 | 542,500 | |||||||
Furniture and office equipment | 106,700 | 27,500 | |||||||
Leasehold improvements | 65,400 | 55,500 | |||||||
Equipment, construction in progress | — | 30,600 | |||||||
5,003,800 | 2,698,800 | ||||||||
Less: accumulated depreciation and amortization | (1,108,900 | ) | (935,900 | ) | |||||
Property and equipment, net | $ | 3,894,900 | $ | 1,762,900 | |||||
Depreciation expense and amortization of leasehold improvements was $101,500 and $72,000, respectively, for the three months ended June 30, 2014 and 2013 and was $173,400 and $137,600, respectively, for the six months ended June 30, 2014 and 2013 | |||||||||
Property and equipment included the following amounts for leases that have been capitalized at: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Field and shop equipment | $ | 131,500 | $ | 131,500 | |||||
Less: accumulated amortization | (34,100 | ) | (27,000 | ) | |||||
$ | 97,400 | $ | 104,500 |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
INTANGIBLE ASSETS | ' | ||||||||||||
NOTE 4 – INTANGIBLE ASSETS | |||||||||||||
Intangible assets were comprised of the following: | |||||||||||||
30-Jun-14 | |||||||||||||
Gross carrying amount | Accumulated amortization | Net carrying value | |||||||||||
Customer list | $ | 42,500 | $ | (37,000 | ) | $ | 5,500 | ||||||
Technology | 779,700 | (402,600 | ) | 377,100 | |||||||||
Trade name | 54,600 | (47,500 | ) | 7,100 | |||||||||
$ | 876,800 | $ | (487,100 | ) | $ | 389,700 | |||||||
31-Dec-13 | |||||||||||||
Gross carrying amount | Accumulated amortization | Net carrying value | |||||||||||
Customer list | $ | 42,500 | $ | (33,900 | ) | $ | 8,600 | ||||||
Technology | 725,700 | (365,800 | ) | 359,900 | |||||||||
Trade name | 54,600 | (43,600 | ) | 11,000 | |||||||||
$ | 822,800 | $ | (443,300 | ) | $ | 379,500 | |||||||
The estimated useful lives of the intangible assets range from seven to ten years. Amortization expense was $22,000 and $21,300 for the three months ended June 30, 2014 and 2013, respectively and was $43,200 and $42,600 for the six months ended June 30, 2014 and 2013, respectively. The estimated aggregate amortization expense for each of the next five years is as follows: | |||||||||||||
Remaining 2014 | $ | 43,900 | |||||||||||
2015 | 79,800 | ||||||||||||
2016 | 74,000 | ||||||||||||
2017 | 74,000 | ||||||||||||
2018 | 38,300 | ||||||||||||
Thereafter | 79,700 | ||||||||||||
$ | 389,700 |
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
ACCRUED LIABILITIES | ' | ||||||||
NOTE 5 - ACCRUED LIABILITIES | |||||||||
Accrued liabilities were comprised of the following: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Accrued payroll and payroll related expenses | $ | 616,200 | $ | 451,500 | |||||
Accrued stock offering costs | — | 216,000 | |||||||
Accrued interest | 47,700 | 73,200 | |||||||
Accrued material and other job related costs | — | 71,700 | |||||||
Other | 126,700 | 111,800 | |||||||
$ | 790,600 | $ | 924,200 |
UNCOMPLETED_CONTRACTS
UNCOMPLETED CONTRACTS | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Contractors [Abstract] | ' | ||||||||
UNCOMPLETED CONTRACTS | ' | ||||||||
NOTE 6 - UNCOMPLETED CONTRACTS | |||||||||
Costs, estimated earnings and billings on uncompleted contracts are as follows: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Revenue Recognized | $ | 1,293,800 | $ | 331,100 | |||||
Less: Billings to date | (1,120,600 | ) | (252,600 | ) | |||||
Costs and estimated earnings in excess of | $ | 173,200 | $ | 78,500 | |||||
billings on uncompleted contracts | |||||||||
Billings to date | $ | 861,600 | $ | 606,700 | |||||
Revenue recognized | (512,300 | ) | (436,400 | ) | |||||
Billings in excess of costs and estimated | $ | 349,300 | $ | 170,300 | |||||
earnings on uncompleted contracts | |||||||||
INVESTMENT_IN_PARAGON_WASTE_SO
INVESTMENT IN PARAGON WASTE SOLUTIONS LLC | 6 Months Ended |
Jun. 30, 2014 | |
Business Combinations [Abstract] | ' |
INVESTMENT IN PARAGON WASTE SOLUTIONS LLC | ' |
NOTE 7– INVESTMENT IN PARAGON WASTE SOLUTIONS LLC | |
At June 30, 2014 and December 31, 2013 the Company owned 54% of the membership units of PWS, Black Stone Management Services, LLC (“Black Stone”), the original inventor of the technology, owned 26%, a shareholder of the Company 10% and two related parties, each owned 5%. | |
In August, 2011, we acquired certain waste destruction technology intellectual property (the “IP”) from Black Stone in exchange for 1,000,000 shares of our common stock valued at $100,000. In March 2012, the Company entered into an Irrevocable License & Royalty Agreement with PWS that granted to PWS an irrevocable world-wide license to the IP in exchange for a 5% royalty on all revenues from PWS and its affiliates. PWS generated licensing and placement revenues of $38,700 for the quarter ended June 30, 2014 and no revenues for the quarter ended June 30, 2013 or for the year ended December 31, 2013, therefore royalties due to SEER are $1,900 and $0, respectively. | |
Since its inception through June 30, 2014, we have provided approximately $2.9 million in funding to PWS for working capital, the further development and construction of various prototypes, and the construction of commercial waste destruction units for placement with licensees. None of the minority interest holders have made capital contributions or other funding to PWS. The intent of the operating agreement is that we will provide the funding as a loan to be repaid out of future earnings of PWS and prior to any capital distributions to members. | |
In September 2013, PWS entered into an Exclusive Use License and Joint Operations Agreement (“License Agreement”) with Sterall Inc. (“Sterall”). The License Agreement grants to Sterall the use of the PWS Technology and requires payments of licensing fees, unit placement fees and distribution of net operating profits as more fully described in Footnote 7 in our 2013 Annual Report on Form 10-K filed on March 27, 2014. For the six months ended June 30, 2014, Sterall ordered a total of six CoronaLux™ units of which one unit was delivered and five units are still under construction at June 30, 2014. | |
In addition, on March 4, 2014, PWS entered into a Licensing and Equipment Lease Agreement with eCycling International of South Carolina, LLC (“eCycling”). The License Agreement grants to eCycling the use of the PWS Technology for an initial term of five years and requires a payment of $176,875 as an initial licensing fee and distributions of 50% of net operating profits, as defined in the agreement, in lieu of continuing royalty payments for the use of the licensed technology. | |
Payments received for licensing and placement fees have been recorded as deferred revenue in the accompanying condensed consolidated balance sheets at June 30, 2014 and are recognized as revenue over the term of the contract. |
PAYROLL_TAXES_PAYABLE
PAYROLL TAXES PAYABLE | 6 Months Ended |
Jun. 30, 2014 | |
Payroll Taxes Payable | ' |
PAYROLL TAXES PAYABLE | ' |
NOTE 8 - PAYROLL TAXES PAYABLE | |
In 2009 and 2010, REGS, a subsidiary of the Company, became delinquent for unpaid federal employer and employee payroll taxes and accrued interest and penalties related to the unpaid payroll taxes. All interest and penalties related to the delinquent federal payroll taxes are included in the section labeled “other income and expenses” in the attached condensed consolidated statement of operations. | |
In September 2011, we received approval from the Internal Revenue Service (“IRS”) to begin paying our outstanding federal payroll tax and related interest and penalties liabilities totaling approximately $971,000, for the aforementioned years in installments (the “Installment Plan”). Under the Installment Plan, we were required to pay minimum monthly installments of $12,500 commencing September 2011, which increased to $25,000 per month in September 2012, until the liability is paid in full. Through the duration of the Installment Plan, the IRS continues to charge penalties and interest at statutory rates. If the conditions of the Installment Plan are not met, the IRS may cancel it and may demand the outstanding liability to be repaid through a levy on income, bank accounts or other assets, or by seizing certain of our assets. Additionally, the IRS has filed a notice of federal tax lien against certain of our assets to satisfy the obligation. The IRS is to release this lien if and when we pay the full amount due. Two of the officers of REGS also have liability exposure for a portion of the taxes if REGS does not pay them. | |
In May 2013, REGS filed an Offer in Compromise with the IRS. While the Offer in Compromise was under review by the IRS, the requirement to pay $25,000 a month under the Installment Plan was suspended. REGS received a letter from the IRS, dated March 27, 2014, rejecting our Offer in Compromise and in accordance with the rejection letter the Company has submitted a written appeal. As a result of the IRS rejection of the Offer in Compromise, the Installment Plan, mentioned above, is terminated. In June 2014, the Company received notices of intent to levy property or rights to property from the IRS for the amounts owed for the past due payroll taxes, penalty and interest. Currently our appeal is pending and as such the IRS cannot levy our property while the appeal process is still pending. | |
As of June 30, 2014 and December 31, 2013, the outstanding balance due to the IRS was $935,100, and $958,300, respectively. |
DEBT
DEBT | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
DEBT | ' | ||||||||
NOTE 9 – DEBT | |||||||||
In June 2011, we issued an unsecured promissory note to a third party in the amount of $40,000 (the “June 2011 Note”) bearing interest at a rate of 10% per annum and a three year warrant to purchase 13,000 shares of our common stock at an exercise price of $1.00 per share. In addition, a second note payable, to the same third party, in the amount of $25,000 plus $3,000 of accrued interest was also converted into the June 2011 Note, resulting in a new principal balance of $68,000. Principal payments were due beginning November 2011 and the June 2011 Note is in default as of December 31, 2013 and 2012, as no payments have been made to date. We valued the warrant at $170 using the Black-Scholes model and recorded this amount as a debt discount. The debt discount was fully amortized during 2011. | |||||||||
The Company entered into a loan agreement evidenced by a convertible secured promissory note with Advanced Technology Materials, Inc. on February 14, 2012. The amount of the convertible secured promissory note is $225,000. The loan agreement allows for an additional $225,000 to be borrowed upon meeting certain defined milestones and stipulates the Company provide the lenders, among other things, a security agreement which also identifies the collateral, a development agreement, and use the loan proceeds for projects and transactions contemplated in the term sheet and development agreement. The registration rights agreement has not been executed by the parties to the loan. The note bears interest at 5 percent per annum. The entire loan and/or unpaid balance of the loan and accrued interest can be converted into the Company’s common stock at $0.50 per share at any time at the option of the holder. However, if the lender does not convert any of the principal or interest into common stock, then $112,500 of principal plus accrued interest will be due on demand on or after December 31, 2014. | |||||||||
Debt as of June 30, 2014 and December 31, 2013, was comprised of the following: | |||||||||
2014 | 2013 | ||||||||
June 2011 Note (See above) | $ | 68,000 | $ | 68,000 | |||||
Note payable dated February 2012 (see above), interest at 5% per annum, $112,500 is due December 31, 2014, convertible in whole or in part to common stock at $.50 per share. | 225,000 | 225,000 | |||||||
Promissory note dated December 2009, unsecured, bearing interest at 6% per annum, six monthly payments ranging from $10,000 to $25,000 commencing February 2010, balloon payment for outstanding balance due July 2010. The promissory note was in default as of December 31, 2013 and was paid in full as of June 30, 2014 | — | 104,200 | |||||||
Capital lease obligations, secured by certain assets, maturing September 2011 through August 2016 | 106,800 | 155,600 | |||||||
Total notes payable and capital lease obligations | 399,800 | 552,800 | |||||||
Less: current portion, including debt discount | (383,300 | ) | (504,700 | ) | |||||
Notes payable and capital lease obligations, long-term | $ | 16,500 | $ | 48,100 |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
RELATED PARTY TRANSACTIONS | ' | ||||||||
NOTE 10 – RELATED PARTY TRANSACTIONS | |||||||||
Notes payable, related parties | |||||||||
Notes payable, related parties and accrued interest due to certain related parties as of June 30, 2014 and December 31, 2013 are as follows: | |||||||||
2014 | 2013 | ||||||||
Note payable dated February 2004, bearing interest at 8% per annum, originally due January 2008; assigned to CEO by a third party in 2010; originally due on demand, in default at December 31, 2013, however has since been extended to December 31, 2014. | $ | 97,000 | $ | 97,000 | |||||
Accrued interest | 33,700 | 39,900 | |||||||
$ | 130,700 | $ | 136,900 | ||||||
We believe the stated interest rates on the related party notes payable represent reasonable market rates based on the note payable arrangements we have executed with third parties. | |||||||||
For the three months ended June 30, 2014 and 2013 we had revenues of $114,000 and $141,300, respectively, and for the six months ended June 30, 2014 and 2013 we had revenues of $227,500 and $293,700 from a customer, in which our CEO/President is a member of the Board of Directors of Armada Water Assets, Inc, the parent company of the customer. Our CEO and Black Stone, in which its Chairman is also a managing member and President of our subsidiary PWS, are minority shareholders of Armada Water Assets, Inc. | |||||||||
In September 2013, PWS entered into an Exclusive Use License and Joint Operations Agreement (“License Agreement”) with Sterall Inc. (“Sterall”). Black Stone, in which its Chairman is also a managing member and President of our subsidiary PWS, is a minority shareholder of Sterall. |
EQUITY_TRANSACTIONS
EQUITY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2014 | |
Stockholders' Equity Note [Abstract] | ' |
EQUITY TRANSACTIONS | ' |
NOTE 11 – EQUITY TRANSACTIONS | |
In October 2013, we initiated a private placement (“October 2013 PP”) for the sale of a unit comprised of 70,000 shares and 35,000 warrants for $50,000. Each warrant is exercisable for a period of five years at an exercise price of $1.00 per share. A total of 64.25 units (4,497,500 common shares and 2,248,750 warrants) were sold in 2013 for gross proceeds of $3,212,500 and proceeds net of $254,800 in offering costs were $2,957,700. In addition to the commission, a warrant was issued for 50,000 shares, exercisable for a period of five years at $1.00 per share. The fair market value of the common stock warrant was determined using the Black-Scholes valuation model and resulted in a valuation of $.115. As such, the $.715 unit price was allocated $.60 and $.115 to the common stock and warrant, respectively. | |
During the six months ended June 30, 2014 we sold a total of 4.125 Units (consisting of 1,155,000 shares of common stock and 577,500 warrants) for gross proceeds of $825,000 less $49,000 in offering costs for net proceeds of $776,000. | |
During the six months ended June 30, 2014 the Company issued 455,061 shares of common stock in connection with the cashless exercise of 689,600 common stock options. | |
During the six months ended June 30, 2014 the Company issued 1,324,000 shares of common stock in connection with the exercise of warrants at $.50 per share, resulting in proceeds of $662,000. | |
During the six months ended June 30, 2014, we issued 500,000 shares of common stock for consulting services valued at $550,000. The consulting services are related to financial advisory services, potential strategic acquisition evaluations, strategic planning and market evaluations. | |
Non-controlling Interest | |
The non-controlling interest presented in our condensed consolidated financial statements reflects a 46% non-controlling equity interest in PWS (see Note 7) and a 15% non-controlling equity interest in Reach. Net loss attributable to non-controlling interest, as reported on our condensed consolidated statements of operations, represents the net loss of PWS and Reach attributable to the non-controlling equity interest. The non-controlling interest is reflected within stockholders’ equity on the condensed consolidated balance sheet. |
CUSTOMER_CONCENTRATIONS
CUSTOMER CONCENTRATIONS | 6 Months Ended |
Jun. 30, 2014 | |
Risks and Uncertainties [Abstract] | ' |
CUSTOMER CONCENTRATIONS | ' |
NOTE 12 – CUSTOMER CONCENTRATIONS | |
The Company had sales from operations to three customers for the three months and six months ended June 30, 2014 that represented approximately 65% and 68% of our total sales, respectively. We had sales from operations to three customers for the three months and six months ended June 30, 2013 that represented approximately 45% and 44% of our sales, respectively. The concentration of the Company’s business with a relatively small number of customers may expose us to a material adverse effect if one or more of these large customers were to experience financial difficulty or were to cease being customer for non-financial related issues. |
NET_LOSS_PER_SHARE
NET LOSS PER SHARE | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
NET LOSS PER SHARE | ' | ||||||||
NOTE 13 – NET LOSS PER SHARE | |||||||||
Basic net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares. Potentially dilutive securities are excluded from the calculation when their effect would be anti-dilutive. For all years presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective years. Accordingly, basic shares equal diluted shares for all years presented. | |||||||||
Potentially dilutive securities were comprised of the following: | |||||||||
Six Months Ended June 30, | |||||||||
2014 | 2013 | ||||||||
Warrants | 8,406,750 | 6,723,500 | |||||||
Options | 2,082,500 | 2,188,100 | |||||||
Convertible notes payable | 225,000 | 225,000 | |||||||
10,714,250 | 9,136,600 | ||||||||
ENVIRONMENTAL_MATTERS_AND_REGU
ENVIRONMENTAL MATTERS AND REGULATION | 6 Months Ended |
Jun. 30, 2014 | |
Environmental Remediation Obligations [Abstract] | ' |
ENVIRONMENTAL MATTERS AND REGULATION | ' |
NOTE 14 - ENVIRONMENTAL MATTERS AND REGULATION | |
Significant federal environmental laws affecting us are the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the “Superfund Act”, the Clean Air Act, the Clean Water Act, and the Toxic Substances Control Act (“TSCA”). | |
Pursuant to the EPA's authorization of their RCRA equivalent programs, a number of states have regulatory programs governing the operations and permitting of hazardous waste facilities. Our facilities are regulated pursuant to state statutes, including those addressing clean water and clean air. Our facilities are also subject to local siting, zoning and land use restrictions. Although our facilities occasionally have been cited for regulatory violations, we believe we are in substantial compliance with all federal, state and local laws regulating our business. |
SEGMENT_INFORMATION_AND_MAJOR_
SEGMENT INFORMATION AND MAJOR CUSTOMERS | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||
SEGMENT INFORMATION AND MAJOR CUSTOMERS | ' | ||||||||||||||||||||||||
NOTE 15 - SEGMENT INFORMATION AND MAJOR CUSTOMERS | |||||||||||||||||||||||||
The Company currently has identified four segments as follows: | |||||||||||||||||||||||||
REGS | Industrial Cleaning | ||||||||||||||||||||||||
Tactical | Rail Car Cleaning | ||||||||||||||||||||||||
MV and Reach | Environmental Solutions | ||||||||||||||||||||||||
PWS | Solid Waste | ||||||||||||||||||||||||
Reach has had minimal operations through June 30, 2014. | |||||||||||||||||||||||||
The composition of our reportable segments is consistent with that used by our Chief Operating Decision Maker (“CODM”) to evaluate performance and allocate resources. All of our operations are located in the U.S. We have not allocated corporate selling, general and administrative expenses, and stock-based compensation to the segments. All intercompany transactions have been eliminated. | |||||||||||||||||||||||||
Segment information for the three months ended June 30, 2014 and 2013 is as follows: | |||||||||||||||||||||||||
2014 | Industrial | Railcar | Environmental | Solid | Corporate | Total | |||||||||||||||||||
Cleaning | Cleaning | Solutions | Waste | ||||||||||||||||||||||
Revenue | $ | 2,546,000 | $ | 589,600 | $ | 1,061,400 | $ | 78,700 | — | $ | 4,275,700 | ||||||||||||||
Depreciation and amortization (1) | 59,200 | 5,300 | 34,400 | 16,900 | 7,700 | 123,500 | |||||||||||||||||||
Interest expense | 9,700 | 3,900 | 1,000 | 200 | 4,300 | 19,100 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 36,700 | 36,700 | |||||||||||||||||||
Net income (loss) | 897,600 | (20,200 | ) | 70,300 | (208,900 | ) | (372,000 | ) | 366,800 | ||||||||||||||||
Capital expenditures (cash and noncash) | 8,900 | 4,000 | 24,000 | 1,492,600 | 4,400 | 1,533,900 | |||||||||||||||||||
Total assets | $ | 2,004,800 | $ | 580,000 | $ | 1,760,500 | $ | 2,879,800 | $ | 1,744,600 | $ | 8,969,700 | |||||||||||||
2013 | Industrial | Railcar | Environmental | Solid | Corporate | Total | |||||||||||||||||||
Cleaning | Cleaning | Solutions | Waste | ||||||||||||||||||||||
Revenue | $ | 1,226,600 | $ | 543,000 | $ | 1,159,300 | — | — | $ | 2,928,900 | |||||||||||||||
Depreciation and amortization (1) | 53,700 | 5,300 | 31,700 | — | 2,500 | 93,200 | |||||||||||||||||||
Interest expense | 13,900 | 9,400 | 2,300 | — | 3,800 | 29,400 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 5,500 | 5,500 | |||||||||||||||||||
Net income (loss) | 155,900 | 41,000 | 171,300 | (168,300 | ) | (263,200 | ) | (63,300 | ) | ||||||||||||||||
Capital expenditures (cash and noncash) | 61,000 | — | 800 | — | — | 61,800 | |||||||||||||||||||
Total assets | $ | 1,593,200 | $ | 575,800 | $ | 1,228,300 | $ | 139,700 | $ | 99,900 | $ | 3,636,900 | |||||||||||||
-1 | Includes depreciation of property, equipment and leasehold improvement and amortization of intangibles | ||||||||||||||||||||||||
Segment information for the six months ended June 30, 2014 and 2013 is as follows: | |||||||||||||||||||||||||
2014 | Industrial | Railcar | Environmental | Solid | Corporate | Total | |||||||||||||||||||
Cleaning | Cleaning | Solutions | Waste | ||||||||||||||||||||||
Revenue | $ | 4,203,600 | $ | 1,195,000 | $ | 1,581,400 | $ | 78,700 | $ | — | $ | 7,058,700 | |||||||||||||
Depreciation and amortization (1) | 107,900 | 10,400 | 67,800 | 17,200 | 13,300 | 216,600 | |||||||||||||||||||
Interest expense | 20,300 | 11,800 | 2,700 | 400 | 7,500 | 42,700 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 135,000 | 135,000 | |||||||||||||||||||
Net income (loss) | 1,115,300 | 11,500 | (48,300 | ) | (356,700 | ) | (1,458,300 | ) | (736,500 | ) | |||||||||||||||
Capital expenditures (cash and noncash) | 36,000 | 4,000 | 79,700 | 2,132,500 | 66,600 | 2,318,800 | |||||||||||||||||||
Total assets | $ | 2,004,800 | $ | 580,000 | $ | 1,760,500 | $ | 2,879,800 | $ | 1,744,600 | $ | 8,969,700 | |||||||||||||
2013 | Industrial | Railcar | Environmental | Solid | Corporate | Total | |||||||||||||||||||
Cleaning | Cleaning | Solutions | Waste | ||||||||||||||||||||||
Revenue | $ | 2,344,700 | $ | 1,092,200 | $ | 2,060,900 | — | — | $ | 5,497,800 | |||||||||||||||
Depreciation and amortization (1) | 100,800 | 11,200 | 63,100 | 5,000 | 180,100 | ||||||||||||||||||||
Interest expense | 21,700 | 19,100 | 4,900 | — | 7,600 | 53,300 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 11,000 | 11,000 | |||||||||||||||||||
Net income (loss) | 178,000 | 116,400 | 290,800 | (248,600 | ) | (639,800 | ) | (303,200 | ) | ||||||||||||||||
Capital expenditures (cash and noncash) | 211,900 | — | 41,700 | — | — | 253,600 | |||||||||||||||||||
Total assets | $ | 1,593,200 | $ | 575,800 | $ | 1,228,300 | $ | 139,700 | $ | 99,900 | $ | 3,636,900 | |||||||||||||
(1) Includes depreciation of property, equipment and leasehold improvement and amortization of intangibles |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 16 - SUBSEQUENT EVENTS | |
Management has evaluated the impact of events occurring after June 30, 2014 up to the date of the filing of these interim unaudited condensed consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation. |
ORGANIZATION_AND_FINANCIAL_CON1
ORGANIZATION AND FINANCIAL CONDITION (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Principals of consolidation | ' |
Principals of Consolidation | |
The accompanying consolidated financial statements include the accounts of SEER, its wholly-owned subsidiaries, REGS, TCC and MV and its majority-owned subsidiaries PWS and Reach, since their respective acquisition or formation dates. All material intercompany accounts, transactions, and profits have been eliminated in consolidation. | |
Basis of presentation unaudited interim financial statements | ' |
Basis of presentation Unaudited Interim Financial Information | |
The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period. | |
Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on March 27, 2014 for the years ended December 31, 2013 and 2012. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Use of Estimates | ' |
Use of Estimates | |
The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make a number of estimates and assumptions related to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of intangible assets; valuation allowances and reserves for receivables and inventory and deferred income taxes; revenue recognition related to contracts accounted for under the percentage of completion method; share-based compensation; and loss contingencies, including those related to litigation. Actual results could differ from those estimates. | |
Licensing Revenue Recognition | ' |
Licensing Revenue Recognition | |
The Company’s revenues from license agreements are recognized as a single accounting unit over the term of the license. In accordance with Accounting Standards Codification (“ASC”) 605, for revenues which contain multiple deliverables, the Company separates the deliverables into separate accounting units if they meet the following criteria: (i) the delivered items have a stand-alone value to the customer; (ii) the fair value of any undelivered items can be reliably determined; and (iii) if the arrangement includes a general right of return, delivery of the undelivered items is probable and substantially controlled by the seller. Deliverables that do not meet these criteria are combined with one or more other deliverables into one accounting unit. Revenue from each accounting unit is recognized based on the applicable accounting literature, primarily ASC 605. | |
The Company has five-year licensing agreements with two companies in which the Company amortizes various licensing fees on a straight-line basis over the five-year life of the agreement. | |
Reclassifications | ' |
Reclassifications | |
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income (loss). | |
Research and Development | ' |
Research and Development | |
Research and development costs are charged to expense as incurred. Such expenses were $39,300 and $42,600, for the three months ended June 30, 2014 and 2013, respectively and $46,900 and $135,800, for the six months ended June 30, 2014 and 2013, respectively. | |
Income Taxes | ' |
Income Taxes | |
The Company accounts for income taxes pursuant to Accounting Standards Codification (“ASC”) 740, Income Taxes, which utilizes the asset and liability method of computing deferred income taxes. The objective of this method is to establish deferred tax assets and liabilities for any temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. | |
ASC 740 also provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized. During the three months and six months ended June 30, 2014 and 2013 the Company recognized no adjustments for uncertain tax positions. | |
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were recognized at June 30, 2014 and December 31, 2013. The Company expects no material changes to unrecognized tax positions within the next twelve months. | |
The Company has filed federal and state tax returns through December 31, 2012 and is current on all of its tax filings. The tax periods for the years ending December 31, 2008 through 2012 are open to examination by federal and state authorities. | |
Recently issued accounting pronouncements | ' |
Recently issued accounting pronouncements | |
Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASU’s) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all new or revised ASU’s. | |
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU No. 2013-11 requires that entities with an unrecognized tax benefit and a net operating loss carryforward or similar tax loss or tax credit carryforward in the same jurisdiction as the uncertain tax position present the unrecognized tax benefit as a reduction of the deferred tax asset for the loss or tax credit carryforward rather than as a liability, when the uncertain tax position would reduce the loss or tax credit carryforward under the tax law, thereby eliminating diversity in practice regarding this presentation issue. This new guidance is effective prospectively for annual reporting periods beginning on or after December 15, 2013, although retrospective application in permitted. The adoption of this guidance on January 1, 2014 had no impact on the Company’s financial position and results of operations. | |
In May 2014, the Financial Accounting Standards Board (FASB) issued guidance creating Accounting Standards Codification (“ASC”) Section 606, “Revenue from Contracts with Customers”. The new section will replace Section 605, “Revenue Recognition” and creates modifications to various other revenue accounting standards for specialized transactions and industries. The section is intended to conform revenue accounting principles with a concurrently issued International Financial Reporting Standards with previously differing treatment between United States practice and those of much of the rest of the world, as well as, to enhance disclosures related to disaggregated revenue information. The updated guidance is effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. The Company will adopt the new provisions of this accounting standard at the beginning of fiscal year 2017, given that early adoption is not an option. The Company will further study the implications of this statement in order to evaluate the expected impact on the consolidated financial statements. |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of property plant and equipment | ' | ||||||||
Property and equipment was comprised of the following: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Field and shop equipment | $ | 1,499,700 | $ | 1,361,100 | |||||
Vehicles | 522,200 | 516,700 | |||||||
Waste destruction equipment | 1,049,100 | 164,900 | |||||||
Waste destruction equipment in progress | 1,760,700 | 542,500 | |||||||
Furniture and office equipment | 106,700 | 27,500 | |||||||
Leasehold improvements | 65,400 | 55,500 | |||||||
Equipment, construction in progress | — | 30,600 | |||||||
5,003,800 | 2,698,800 | ||||||||
Less: accumulated depreciation and amortization | (1,108,900 | ) | (935,900 | ) | |||||
Property and equipment, net | $ | 3,894,900 | $ | 1,762,900 | |||||
Schedule of capital leased assets | ' | ||||||||
Property and equipment included the following amounts for leases that have been capitalized at: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Field and shop equipment | $ | 131,500 | $ | 131,500 | |||||
Less: accumulated amortization | (34,100 | ) | (27,000 | ) | |||||
$ | 97,400 | $ | 104,500 |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Schedule of intangible assets | ' | ||||||||||||
Intangible assets were comprised of the following: | |||||||||||||
30-Jun-14 | |||||||||||||
Gross carrying amount | Accumulated amortization | Net carrying value | |||||||||||
Customer list | $ | 42,500 | $ | (37,000 | ) | $ | 5,500 | ||||||
Technology | 779,700 | (402,600 | ) | 377,100 | |||||||||
Trade name | 54,600 | (47,500 | ) | 7,100 | |||||||||
$ | 876,800 | $ | (487,100 | ) | $ | 389,700 | |||||||
31-Dec-13 | |||||||||||||
Gross carrying amount | Accumulated amortization | Net carrying value | |||||||||||
Customer list | $ | 42,500 | $ | (33,900 | ) | $ | 8,600 | ||||||
Technology | 725,700 | (365,800 | ) | 359,900 | |||||||||
Trade name | 54,600 | (43,600 | ) | 11,000 | |||||||||
$ | 822,800 | $ | (443,300 | ) | $ | 379,500 | |||||||
Schedule of expected amortization expense | ' | ||||||||||||
The estimated aggregate amortization expense for each of the next five years is as follows: | |||||||||||||
Remaining 2014 | $ | 43,900 | |||||||||||
2015 | 79,800 | ||||||||||||
2016 | 74,000 | ||||||||||||
2017 | 74,000 | ||||||||||||
2018 | 38,300 | ||||||||||||
Thereafter | 79,700 | ||||||||||||
$ | 389,700 |
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of accrued liabilities | ' | ||||||||
Accrued liabilities were comprised of the following: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Accrued payroll and payroll related expenses | $ | 616,200 | $ | 451,500 | |||||
Accrued stock offering costs | — | 216,000 | |||||||
Accrued interest | 47,700 | 73,200 | |||||||
Accrued material and other job related costs | — | 71,700 | |||||||
Other | 126,700 | 111,800 | |||||||
$ | 790,600 | $ | 924,200 |
UNCOMPLETED_CONTRACTS_Tables
UNCOMPLETED CONTRACTS (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Contractors [Abstract] | ' | ||||||||
Schedule of uncompleted contracts | ' | ||||||||
Costs, estimated earnings and billings on uncompleted contracts are as follows: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Revenue Recognized | $ | 1,293,800 | $ | 331,100 | |||||
Less: Billings to date | (1,120,600 | ) | (252,600 | ) | |||||
Costs and estimated earnings in excess of | $ | 173,200 | $ | 78,500 | |||||
billings on uncompleted contracts | |||||||||
Billings to date | $ | 861,600 | $ | 606,700 | |||||
Revenue recognized | (512,300 | ) | (436,400 | ) | |||||
Billings in excess of costs and estimated | $ | 349,300 | $ | 170,300 | |||||
earnings on uncompleted contracts | |||||||||
DEBT_Tables
DEBT (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of debt | ' | ||||||||
Debt as of June 30, 2014 and December 31, 2013, was comprised of the following: | |||||||||
2014 | 2013 | ||||||||
June 2011 Note (See above) | $ | 68,000 | $ | 68,000 | |||||
Note payable dated February 2012 (see above), interest at 5% per annum, $112,500 is due December 31, 2014, convertible in whole or in part to common stock at $.50 per share. | 225,000 | 225,000 | |||||||
Promissory note dated December 2009, unsecured, bearing interest at 6% per annum, six monthly payments ranging from $10,000 to $25,000 commencing February 2010, balloon payment for outstanding balance due July 2010. The promissory note was in default as of December 31, 2013 and was paid in full as of June 30, 2014 | — | 104,200 | |||||||
Capital lease obligations, secured by certain assets, maturing September 2011 through August 2016 | 106,800 | 155,600 | |||||||
Total notes payable and capital lease obligations | 399,800 | 552,800 | |||||||
Less: current portion, including debt discount | (383,300 | ) | (504,700 | ) | |||||
Notes payable and capital lease obligations, long-term | $ | 16,500 | $ | 48,100 |
RELATED_PARTY_TRANSACTIONS_Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
Schedule of notes payable and accrued interest, related parties | ' | ||||||||
Notes payable, related parties and accrued interest due to certain related parties as of June 30, 2014 and December 31, 2013 are as follows: | |||||||||
2014 | 2013 | ||||||||
Note payable dated February 2004, bearing interest at 8% per annum, originally due January 2008; assigned to CEO by a third party in 2010; originally due on demand, in default at December 31, 2013, however has since been extended to December 31, 2014. | $ | 97,000 | $ | 97,000 | |||||
Accrued interest | 33,700 | 39,900 | |||||||
$ | 130,700 | $ | 136,900 |
NET_LOSS_PER_SHARE_Tables
NET LOSS PER SHARE (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Schedule of potentially dilutive securities | ' | ||||||||
Potentially dilutive securities were comprised of the following: | |||||||||
Six Months Ended June 30, | |||||||||
2014 | 2013 | ||||||||
Warrants | 8,406,750 | 6,723,500 | |||||||
Options | 2,082,500 | 2,188,100 | |||||||
Convertible notes payable | 225,000 | 225,000 | |||||||
10,714,250 | 9,136,600 |
SEGMENT_INFORMATION_AND_MAJOR_1
SEGMENT INFORMATION AND MAJOR CUSTOMERS (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Segment Information And Major Customers Tables | ' | ||||||||||||||||||||||||
Schedule of segment information | ' | ||||||||||||||||||||||||
Segment information for the three months ended June 30, 2014 and 2013 is as follows: | |||||||||||||||||||||||||
2014 | Industrial | Railcar | Environmental | Solid | Corporate | Total | |||||||||||||||||||
Cleaning | Cleaning | Solutions | Waste | ||||||||||||||||||||||
Revenue | $ | 2,546,000 | $ | 589,600 | $ | 1,061,400 | $ | 78,700 | — | $ | 4,275,700 | ||||||||||||||
Depreciation and amortization (1) | 59,200 | 5,300 | 34,400 | 16,900 | 7,700 | 123,500 | |||||||||||||||||||
Interest expense | 9,700 | 3,900 | 1,000 | 200 | 4,300 | 19,100 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 36,700 | 36,700 | |||||||||||||||||||
Net income (loss) | 897,600 | (20,200 | ) | 70,300 | (208,900 | ) | (372,000 | ) | 366,800 | ||||||||||||||||
Capital expenditures (cash and noncash) | 8,900 | 4,000 | 24,000 | 1,492,600 | 4,400 | 1,533,900 | |||||||||||||||||||
Total assets | $ | 2,004,800 | $ | 580,000 | $ | 1,760,500 | $ | 2,879,800 | $ | 1,744,600 | $ | 8,969,700 | |||||||||||||
2013 | Industrial | Railcar | Environmental | Solid | Corporate | Total | |||||||||||||||||||
Cleaning | Cleaning | Solutions | Waste | ||||||||||||||||||||||
Revenue | $ | 1,226,600 | $ | 543,000 | $ | 1,159,300 | — | — | $ | 2,928,900 | |||||||||||||||
Depreciation and amortization (1) | 53,700 | 5,300 | 31,700 | — | 2,500 | 93,200 | |||||||||||||||||||
Interest expense | 13,900 | 9,400 | 2,300 | — | 3,800 | 29,400 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 5,500 | 5,500 | |||||||||||||||||||
Net income (loss) | 155,900 | 41,000 | 171,300 | (168,300 | ) | (263,200 | ) | (63,300 | ) | ||||||||||||||||
Capital expenditures (cash and noncash) | 61,000 | — | 800 | — | — | 61,800 | |||||||||||||||||||
Total assets | $ | 1,593,200 | $ | 575,800 | $ | 1,228,300 | $ | 139,700 | $ | 99,900 | $ | 3,636,900 | |||||||||||||
-1 | Includes depreciation of property, equipment and leasehold improvement and amortization of intangibles | ||||||||||||||||||||||||
Segment information for the six months ended June 30, 2014 and 2013 is as follows: | |||||||||||||||||||||||||
2014 | Industrial | Railcar | Environmental | Solid | Corporate | Total | |||||||||||||||||||
Cleaning | Cleaning | Solutions | Waste | ||||||||||||||||||||||
Revenue | $ | 4,203,600 | $ | 1,195,000 | $ | 1,581,400 | $ | 78,700 | $ | — | $ | 7,058,700 | |||||||||||||
Depreciation and amortization (1) | 107,900 | 10,400 | 67,800 | 17,200 | 13,300 | 216,600 | |||||||||||||||||||
Interest expense | 20,300 | 11,800 | 2,700 | 400 | 7,500 | 42,700 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 135,000 | 135,000 | |||||||||||||||||||
Net income (loss) | 1,115,300 | 11,500 | (48,300 | ) | (356,700 | ) | (1,458,300 | ) | (736,500 | ) | |||||||||||||||
Capital expenditures (cash and noncash) | 36,000 | 4,000 | 79,700 | 2,132,500 | 66,600 | 2,318,800 | |||||||||||||||||||
Total assets | $ | 2,004,800 | $ | 580,000 | $ | 1,760,500 | $ | 2,879,800 | $ | 1,744,600 | $ | 8,969,700 | |||||||||||||
2013 | Industrial | Railcar | Environmental | Solid | Corporate | Total | |||||||||||||||||||
Cleaning | Cleaning | Solutions | Waste | ||||||||||||||||||||||
Revenue | $ | 2,344,700 | $ | 1,092,200 | $ | 2,060,900 | — | — | $ | 5,497,800 | |||||||||||||||
Depreciation and amortization (1) | 100,800 | 11,200 | 63,100 | 5,000 | 180,100 | ||||||||||||||||||||
Interest expense | 21,700 | 19,100 | 4,900 | — | 7,600 | 53,300 | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 11,000 | 11,000 | |||||||||||||||||||
Net income (loss) | 178,000 | 116,400 | 290,800 | (248,600 | ) | (639,800 | ) | (303,200 | ) | ||||||||||||||||
Capital expenditures (cash and noncash) | 211,900 | — | 41,700 | — | — | 253,600 | |||||||||||||||||||
Total assets | $ | 1,593,200 | $ | 575,800 | $ | 1,228,300 | $ | 139,700 | $ | 99,900 | $ | 3,636,900 | |||||||||||||
(1) Includes depreciation of property, equipment and leasehold improvement and amortization of intangibles |
ORGANIZATION_AND_FINANCIAL_CON2
ORGANIZATION AND FINANCIAL CONDITION (Details Narrative) | Jun. 30, 2014 | Dec. 31, 2013 |
Paragon Waste Solutions, LLC [Member] | ' | ' |
Percentage ownership | 54.00% | 54.00% |
BeneFuels, LLC [Member] | ' | ' |
Percentage ownership | 85.00% | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Research and development expenses | $39,300 | $42,600 | $46,900 | $135,800 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' | ' | ' |
Depreciation and amortization | $101,500 | $72,000 | $173,400 | $137,600 |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
Property and equipment, gross | $5,003,800 | $2,698,800 | |
Less: accumulated depreciation and amortization | -1,108,900 | -935,900 | |
Property and equipment, net | 3,894,900 | 1,762,900 | [1] |
Field and Shop Equipment [Member] | ' | ' | |
Property and equipment, gross | 1,499,700 | 1,361,100 | |
Vehicles [Member] | ' | ' | |
Property and equipment, gross | 522,200 | 516,700 | |
Waste destruction equipment [Member] | ' | ' | |
Property and equipment, gross | 1,049,100 | 164,900 | |
Waste destruction equipment in progress [Member] | ' | ' | |
Property and equipment, gross | 1,760,700 | 542,500 | |
Furniture and office equipment [Member] | ' | ' | |
Property and equipment, gross | 106,700 | 27,500 | |
Leasehold Improvements [Member] | ' | ' | |
Property and equipment, gross | 65,400 | 55,500 | |
Equipment, construction in progress [Member] | ' | ' | |
Property and equipment, gross | ' | $30,600 | |
[1] | These numbers were derived from the audited financial statements for the year ended December 31, 2013. |
PROPERTY_AND_EQUIPMENT_Details2
PROPERTY AND EQUIPMENT (Details 1) (Field and Shop Equipment [Member], USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Field and Shop Equipment [Member] | ' | ' |
Capital leased assets, gross | $131,500 | $241,500 |
Less: accumulated amortization | -34,100 | -27,000 |
Capital leased assets, net | $97,400 | $214,500 |
INTANGIBLE_ASSETS_Details_Narr
INTANGIBLE ASSETS (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Amortization expense | $22,000 | $21,300 | $43,200 | $42,600 |
Lower Range [Member] | ' | ' | ' | ' |
Estimated useful lives | ' | ' | '7 years | ' |
Upper Range [Member] | ' | ' | ' | ' |
Estimated useful lives | ' | ' | '10 years | ' |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
Intangible assets, gross | $876,800 | $822,800 | |
Accumulated amortization | -487,100 | -443,300 | |
Intangible assets, net | 389,700 | 379,500 | [1] |
Customer Lists [Member] | ' | ' | |
Intangible assets, gross | 42,500 | 42,500 | |
Accumulated amortization | -37,000 | -33,900 | |
Intangible assets, net | 5,500 | 8,600 | |
Technology [Member] | ' | ' | |
Intangible assets, gross | 779,700 | 725,700 | |
Accumulated amortization | -402,600 | -365,800 | |
Intangible assets, net | 377,100 | 359,900 | |
Trade Name [Member] | ' | ' | |
Intangible assets, gross | 54,600 | 54,600 | |
Accumulated amortization | -47,500 | -43,600 | |
Intangible assets, net | $7,100 | $11,000 | |
[1] | These numbers were derived from the audited financial statements for the year ended December 31, 2013. |
INTANGIBLE_ASSETS_Details_1
INTANGIBLE ASSETS (Details 1) (USD $) | Jun. 30, 2014 |
Estimated aggregate amortization expense: | ' |
Remaining 2014 | $43,900 |
2015 | 79,800 |
2016 | 74,000 |
2017 | 74,000 |
2018 | 38,300 |
Thereafter | 79,700 |
Total | $389,700 |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Accrued liabilities were comprised of: | ' | ' |
Accrued payroll and payroll related expenses | $616,200 | $451,500 |
Accrued stock offering costs | ' | 216,000 |
Accrued interest | 47,700 | 73,200 |
Accrued material and other job related costs | ' | 71,700 |
Other | 126,700 | 111,800 |
Total | $790,600 | $924,200 |
UNCOMPLETED_CONTRACTS_Details
UNCOMPLETED CONTRACTS (Details) (USD $) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | ||
Revenue Recognized | ($512,300) | ($436,400) | |
Less: Billings to date | 861,600 | 606,700 | |
Costs and estimated earnings in excess of billings on uncompleted contracts | 173,200 | 78,500 | [1] |
Billings in excess of costs and estimated earnings on uncompleted contracts | 349,300 | 170,300 | |
Contracts Receivable [Member] | ' | ' | |
Revenue Recognized | 1,293,800 | 331,100 | |
Less: Billings to date | -1,120,600 | -252,600 | |
Costs and estimated earnings in excess of billings on uncompleted contracts | $173,200 | $78,500 | |
[1] | These numbers were derived from the audited financial statements for the year ended December 31, 2013. |
INVESTMENT_IN_PARAGON_WASTE_SO1
INVESTMENT IN PARAGON WASTE SOLUTIONS LLC (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 44 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Aug. 31, 2011 | Jun. 30, 2014 | Mar. 31, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
Exclusive Use License and Equipment Lease Agreement with eCycling International [Member] | Related Party 1 [Member] | Related Party 2 [Member] | Black Stone Management Services [Member] | Outside Party [Member] | Paragon Waste Solutions, LLC [Member] | Paragon Waste Solutions, LLC [Member] | Paragon Waste Solutions, LLC [Member] | Paragon Waste Solutions, LLC [Member] | Paragon Waste Solutions, LLC [Member] | Paragon Waste Solutions, LLC [Member] | Paragon Waste Solutions, LLC [Member] | |||
Black Stone Management Services [Member] | Black Stone Management Services [Member] | |||||||||||||
Percentage ownership | ' | ' | ' | 5.00% | 5.00% | ' | 10.00% | ' | 54.00% | ' | 54.00% | 54.00% | 26.00% | 26.00% |
Shares issued for acquisition of intellectual property | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Value of shares issued for acquisition of intellectual property | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty percentage | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' |
Licensing revenues | 78,700 | 78,700 | 176,875 | ' | ' | ' | ' | ' | 38,700 | 0 | ' | ' | ' | ' |
Royalties receivable | ' | ' | ' | ' | ' | ' | ' | ' | 1,900 | 0 | 1,900 | ' | ' | ' |
Payment for funding of subsidiary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,900,000 | ' | ' | ' |
Percentage of net operating profits to be distributed | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
PAYROLL_TAXES_PAYABLE_Details_
PAYROLL TAXES PAYABLE (Details Narrative) (IRS [Member], USD $) | 9 Months Ended | 12 Months Ended | |||
31-May-13 | Aug. 31, 2012 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2011 | |
IRS [Member] | ' | ' | ' | ' | ' |
Past due payroll taxes | ' | ' | $935,100 | $958,300 | $971,000 |
Monthly installment payments, payroll taxes | $25,000 | $12,500 | ' | ' | ' |
DEBT_Details_Narrative
DEBT (Details Narrative) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Notes Payable, June 2011 Note [Member] | ' |
Debt, face amount | $40,000 |
Debt, issue date | 1-Jun-11 |
Debt, interest rate | 10.00% |
Number of shares called by warrant | 13,000 |
Warrant exercise price | $1 |
Debt warrant, term | '3 years |
Debt discount at issuance | 170 |
Notes Payable, June 2011 2nd Note [Member] | ' |
Debt, face amount | 25,000 |
Debt, accrued interest amount | 3,000 |
Debt, issue date | 1-Jun-11 |
Notes Payable, June 2011 New Note [Member] | ' |
Debt, face amount | 68,000 |
Convertible Secured Promissory Note [Member] | ' |
Debt, face amount | 225,000 |
Debt, issue date | 14-Feb-12 |
Debt, interest rate | 5.00% |
Debt conversion, price | $0.50 |
Debt, date principal and interest due if not converted | 31-Dec-14 |
Debt, principal amount due if not converted | 112,500 |
Additional borrowings under loan agreement | 225,000 |
Promissory Note - Dec 2009 [Member] | ' |
Debt, issue date | 1-Dec-09 |
Debt, interest rate | 6.00% |
Frequency of payments | 'Monthly and Balloon Payment |
Number of payments | 6 |
Debt, maturity date | 1-Jul-10 |
Promissory Note - Dec 2009 [Member] | Lower Range [Member] | ' |
Payment amount | 10,000 |
Promissory Note - Dec 2009 [Member] | Upper Range [Member] | ' |
Payment amount | $25,000 |
DEBT_Details
DEBT (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
Notes and capital lease obligation, total | $399,800 | $552,800 | |
Notes and capital lease obligation, current | -383,300 | -504,700 | [1] |
Notes and capital lease obligation, long-term | 16,500 | 48,100 | [1] |
Notes Payable, June 2011 New Note [Member] | ' | ' | |
Long term debt, carrying amount | 68,000 | 68,000 | |
Convertible Secured Promissory Note [Member] | ' | ' | |
Long term debt, carrying amount | 225,000 | 225,000 | |
Promissory Note - Dec 2009 [Member] | ' | ' | |
Long term debt, carrying amount | ' | 104,200 | |
Capital lease obligations [Member] | ' | ' | |
Capital lease obligation, carrying amount | $106,800 | $155,600 | |
[1] | These numbers were derived from the audited financial statements for the year ended December 31, 2013. |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenue from related party customer | $114,000 | $141,300 | $227,500 | $293,700 |
Secured Promissory Note | ' | ' | ' | ' |
Debt, issue date | ' | ' | 31-Dec-13 | ' |
Chief Executive Officer [Member] | Promissory Note [Member] | ' | ' | ' | ' |
Debt, issue date | ' | ' | 31-Dec-14 | ' |
RELATED_PARTY_TRANSACTIONS_Det1
RELATED PARTY TRANSACTIONS (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
Accrued interest | $33,700 | $39,900 | |
Notes payable - related parties, including accrued interest | 130,700 | 136,900 | [1] |
Chief Executive Officer [Member] | Promissory Note [Member] | ' | ' | |
Notes Payable | $97,000 | $97,000 | |
Interest rate | 8.00% | 8.00% | |
[1] | These numbers were derived from the audited financial statements for the year ended December 31, 2013. |
EQUITY_TRANSACTIONS_Details_Na
EQUITY TRANSACTIONS (Details Narrative) (USD $) | 1 Months Ended | 6 Months Ended |
Oct. 31, 2013 | Jun. 30, 2014 | |
Shares issued in option exercise | ' | 455,061 |
Options exercised in cashless option exercise | ' | 689,600 |
Shares issued in warrant exercise | ' | 1,324,000 |
Warrants exercise price | ' | $0.50 |
Proceeds from warrant exercise | ' | $662,000 |
Common stock shares issued for services | ' | 500,000 |
Common stock shares issued for services, value | ' | 550,000 |
Paragon Waste Solutions, LLC [Member] | ' | ' |
Noncontrolling ownership percentage | ' | 46.00% |
BeneFuels, LLC [Member] | ' | ' |
Noncontrolling ownership percentage | ' | 15.00% |
October 2013 Private Placement [Member] | ' | ' |
Private placement, shares issued per unit | 70,000 | ' |
Private placement, warrants issued per unit | 35,000 | ' |
Private placement, value per unit | 50,000 | ' |
Debt warrant, term | '5 years | ' |
Warrant, exercise price | $1 | ' |
Number of units sold in private placement | 64.25 | 4.125 |
Number of shares sold in private placement | 4,497,500 | 1,155,000 |
Number of warrant sold in private placement | 2,248,750 | 577,500 |
Gross proceeds from private placement | 3,212,500 | 825,000 |
Offering costs | 254,800 | 79,000 |
Net proceeds from private placement | $2,957,700 | $776,000 |
Number of shares called by warrant | 50,000 | ' |
Fair market value common stock warrant (in dollars per share) | $0.72 | ' |
Fair market value common stock (in dollars per unit) | 0.6 | ' |
Fair market value warrant (in dollars per unit) | 0.115 | ' |
CUSTOMER_CONCENTRATIONS_Detail
CUSTOMER CONCENTRATIONS (Details Narrative) (Sales Concentration Risk [Member]) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Sales Concentration Risk [Member] | ' | ' | ' | ' |
Number of customers | 'Three customers | 'Three customers | 'Three customers | 'Three customers |
Percentage of concentration risk | 65.00% | 45.00% | 68.00% | 44.00% |
NET_LOSS_PER_SHARE_Details
NET LOSS PER SHARE (Details) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Potentially dilutive securities | 10,714,250 | 9,136,600 |
Warrants [Member] | ' | ' |
Potentially dilutive securities | 8,406,750 | 6,723,500 |
Options [Member] | ' | ' |
Potentially dilutive securities | 2,082,500 | 2,188,100 |
Convertible notes payable [Member] | ' | ' |
Potentially dilutive securities | 22,500 | 225,000 |
SEGMENT_INFORMATION_AND_MAJOR_2
SEGMENT INFORMATION AND MAJOR CUSTOMERS (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | ||||||
Total revenue | $4,275,700 | $2,928,900 | $7,058,700 | $5,497,800 | ' | |||||
Depreciation and amortization | 123,500 | [1] | 93,200 | [1] | 216,700 | [1] | 180,100 | [1] | ' | |
Interest expense | 19,100 | 29,400 | 42,700 | 53,300 | ' | |||||
Stock-based compensation expense | 36,700 | 5,500 | 685,400 | 11,000 | ' | |||||
Net income (loss) | 366,800 | -63,300 | -736,500 | -303,200 | ' | |||||
Capital expenditures (cash and noncash) | 1,533,900 | 61,800 | 2,305,000 | 253,600 | ' | |||||
Total assets | 8,969,700 | 3,636,900 | 8,969,700 | 3,636,900 | 6,372,200 | [2] | ||||
Industrial Cleaning [Member] | ' | ' | ' | ' | ' | |||||
Total revenue | 2,546,000 | 1,226,200 | 4,203,600 | 2,344,700 | ' | |||||
Depreciation and amortization | 59,200 | [1] | 53,700 | [1] | 107,900 | [1] | 100,800 | [1] | ' | |
Interest expense | 9,700 | 13,900 | 20,300 | 21,700 | ' | |||||
Net income (loss) | 897,600 | 155,900 | 1,115,300 | 178,000 | ' | |||||
Capital expenditures (cash and noncash) | 8,900 | 61,000 | 36,000 | 211,900 | ' | |||||
Total assets | 2,004,800 | 1,593,200 | 2,004,800 | 1,593,200 | ' | |||||
Railcar Cleaning [Member] | ' | ' | ' | ' | ' | |||||
Total revenue | 589,600 | 543,000 | 1,195,000 | 1,092,200 | ' | |||||
Depreciation and amortization | 5,300 | [1] | 5,300 | [1] | 10,400 | [1] | 11,200 | [1] | ' | |
Interest expense | 3,900 | 9,400 | 11,800 | 19,100 | ' | |||||
Net income (loss) | -20,200 | 41,000 | 11,500 | 116,400 | ' | |||||
Capital expenditures (cash and noncash) | 4,000 | ' | 4,000 | ' | ' | |||||
Total assets | 580,000 | 575,800 | 580,000 | 575,800 | ' | |||||
Environmental Solutions [Member] | ' | ' | ' | ' | ' | |||||
Total revenue | 1,061,400 | 1,159,300 | 1,581,400 | 2,060,900 | ' | |||||
Depreciation and amortization | 34,400 | [1] | 31,700 | [1] | 67,800 | [1] | 63,100 | [1] | ' | |
Interest expense | 1,000 | 2,300 | 2,700 | 4,900 | ' | |||||
Net income (loss) | 70,300 | 171,300 | -48,300 | 290,800 | ' | |||||
Capital expenditures (cash and noncash) | 24,000 | 800 | 79,700 | 41,700 | ' | |||||
Total assets | 1,760,500 | 1,228,300 | 1,760,500 | 1,228,300 | ' | |||||
Solid Waste [Member] | ' | ' | ' | ' | ' | |||||
Total revenue | 78,700 | ' | 78,700 | ' | ' | |||||
Depreciation and amortization | 16,900 | [1] | ' | 17,200 | [1] | ' | ' | |||
Interest expense | 200 | ' | 400 | ' | ' | |||||
Net income (loss) | -208,900 | -168,300 | -356,700 | -248,600 | ' | |||||
Capital expenditures (cash and noncash) | 1,492,600 | ' | 2,132,500 | ' | ' | |||||
Total assets | 2,879,800 | 139,700 | 2,879,800 | 139,700 | ' | |||||
Corporate [Member] | ' | ' | ' | ' | ' | |||||
Depreciation and amortization | 7,700 | [1] | 2,500 | [1] | 13,300 | [1] | 5,000 | [1] | ' | |
Interest expense | 4,300 | 3,800 | 7,500 | 7,600 | ' | |||||
Stock-based compensation expense | 36,700 | 5,500 | 135,000 | 11,000 | ' | |||||
Net income (loss) | -372,000 | -263,200 | -1,458,300 | -639,800 | ' | |||||
Capital expenditures (cash and noncash) | 4,400 | ' | 66,600 | ' | ' | |||||
Total assets | $1,744,600 | $99,900 | $1,744,600 | $99,900 | ' | |||||
[1] | Includes depreciation of property, equipment and leasehold improvement and amortization of intangibles. | |||||||||
[2] | These numbers were derived from the audited financial statements for the year ended December 31, 2013. |