Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 30, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Strategic Environmental & Energy Resources, Inc. | |
Entity Central Index Key | 1,576,197 | |
Document Type | 10-Q | |
Trading Symbol | SEER | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 53,200,079 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 662,800 | $ 257,100 |
Accounts receivable, net of allowance for doubtful accounts of $246,500 and $246,500, respectively | 1,679,600 | 1,298,900 |
Costs and estimated earnings in excess billings on uncompleted contracts | 92,600 | 204,000 |
Prepaid expenses and other current assets | 640,000 | 534,000 |
Total current assets | 3,075,000 | 2,294,000 |
Property and equipment, net | 4,270,000 | 4,331,300 |
Intangible assets, net | 784,100 | 786,600 |
Other assets | 63,200 | 37,500 |
TOTAL ASSETS | 8,192,300 | 7,449,400 |
Current liabilities: | ||
Accounts payable | 1,459,800 | 1,382,200 |
Accrued liabilities | 968,100 | 889,500 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 614,800 | 587,900 |
Deferred revenue | 145,600 | 133,900 |
Payroll taxes payable | 976,200 | 970,500 |
Customer deposits | 330,000 | 330,000 |
Current portion of notes payable and capital lease obligations | 856,100 | 660,100 |
Notes payable - related parties, including accrued interest | 11,800 | 31,800 |
Total current liabilities | 5,362,400 | 4,985,900 |
Deferred revenue, non-current | 320,900 | 337,200 |
Notes payable and capital lease obligations, net of current portion | 1,120,700 | 1,161,400 |
Total liabilities | $ 6,804,000 | $ 6,484,500 |
Commitments and contingencies | ||
Stockholders' Equity): | ||
Preferred stock; $.001 par value; 5,000,000 shares authorized; -0- shares issued | ||
Common stock; $.001 par value; 70,000,000 shares authorized; 53,125,079 and 52,375,079 shares issued and outstanding 2016 and 2015, respectively | $ 53,100 | $ 52,400 |
Common stock subscribed | 25,000 | 50,000 |
Additional paid-in capital | 18,091,800 | 17,690,900 |
Stock subscription receivable | (25,000) | (25,000) |
Accumulated deficit | (15,257,700) | (15,387,100) |
Total stockholders' equity | 2,887,200 | 2,381,200 |
Non-controlling interest | (1,498,900) | (1,416,300) |
Total equity | 1,388,300 | 964,900 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 8,192,300 | $ 7,449,400 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 246,500 | $ 246,500 |
Preferred stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Common stock, authorized | 70,000,000 | 70,000,000 |
Common stock, issued | 53,125,079 | 52,375,079 |
Common stock, outstanding | 53,125,079 | 52,375,079 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue: | ||
Products | $ 572,800 | $ 889,000 |
Services | 2,860,100 | 2,576,700 |
Solid waste disposal | 71,600 | 28,000 |
Total revenue | 3,504,500 | 3,493,700 |
Operating expenses: | ||
Products costs | 368,100 | 665,800 |
Services costs | 1,690,300 | 1,866,400 |
Solid waste costs | 103,900 | 128,300 |
General and administrative expenses | 570,000 | 767,600 |
Salaries and related expenses | 690,700 | 625,500 |
Total operating expenses | 3,423,000 | 4,053,600 |
Income (loss) from operations | 81,500 | (559,900) |
Other income (expense): | ||
Interest expense | (47,700) | (17,400) |
Other | 13,000 | |
Total non-operating expense, net | (34,700) | (17,400) |
Net income (loss) | 46,800 | (577,300) |
Less: Net loss attributable to non-controlling interest | (82,600) | (121,400) |
Net income (loss) attributable to SEER common stockholders | $ 129,400 | $ (455,900) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.01) | |
Weighted average shares outstanding - basic and diluted (in shares) | 52,593,211 | 52,187,776 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 46,800 | $ (577,300) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Provision for doubtful accounts receivable | (17,100) | |
Depreciation and amortization | 194,300 | 146,600 |
Stock-based compensation expense | 29,600 | 98,000 |
Non-cash expense for interest, warrants - accretion of debt discount | 1,200 | |
Gain on disposition of assets | (12,800) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (380,700) | 921,700 |
Costs in Excess of billings on uncompleted contracts | 111,400 | (182,100) |
Prepaid expenses and other assets | 146,900 | 59,000 |
Accounts payable and accrued liabilities | 156,200 | (367,200) |
Billings in excess of revenue on uncompleted contracts | 26,900 | 135,000 |
Deferred revenue | (4,600) | 465,400 |
Payroll taxes payable | 5,700 | 5,700 |
Net cash provided by operating activities | 320,900 | 687,700 |
Cash flows from investing activities: | ||
Insurance proceeds from property damage | 39,300 | |
Purchase of property and equipment | (136,700) | (169,800) |
Purchase of intangible assets | (20,300) | (17,300) |
Net cash used in investing activities | (117,700) | (187,100) |
Cash flows from financing activities: | ||
Payments of notes and capital lease obligations | (124,500) | (121,900) |
Payments of related party notes payable and accrued interest | (20,000) | (12,000) |
Proceeds from exercise of warrants | 25,000 | |
Proceeds from warrant extensions | 22,000 | |
Proceeds from the sale of common stock and warrants, net of expenses | 300,000 | |
Net cash provided by (used in) financing activities | 202,500 | (133,900) |
Net increase in cash | 405,700 | 366,700 |
Cash at the beginning of year | 257,100 | 443,000 |
Cash at the end of year | 662,800 | 809,700 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 33,400 | 54,100 |
Conversion of debt and accrued interest to equity | 257,400 | |
Financing of prepaid insurance premiums | $ 278,600 | 273,900 |
Capital lease additions | $ 214,400 |
ORGANIZATION AND FINANCIAL COND
ORGANIZATION AND FINANCIAL CONDITION | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND FINANCIAL CONDITION | NOTE 1 - ORGANIZATION AND FINANCIAL CONDITION Organization and Going Concern 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 four 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 four 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 and odor control systems primarily for landfill operations, waste-water treatment facilities, oil and gas fields, refineries, municipalities and food, beverage & agriculture operations throughout the U.S.; 4) SEER Environmental Materials, LLC,(SEM), a materials technology company focused on development of cost-effective chemical absorbents. 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 patented technologies for a non-thermal plasma-assisted oxidation process that makes possible the clean and efficient destruction of solid hazardous chemical and biological waste ( i.e etc i.e Reach (the trade name for BeneFuels, LLC), is currently owned 85% by SEER and focuses specifically on developing renewable biomethane projects that convert raw biogas to pipeline quality gas and/or compressed natural gas (CNG) for fleet vehicle fuel. Reach had minimal operations for the quarter ended March 31, 2016 and 2015. Principals of Consolidation The accompanying consolidated financial statements include the accounts of SEER, its wholly-owned subsidiaries, REGS, TCC, MV and SEM 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. The Company has non-controlling interest in joint ventures, which are reported on the equity method. Going Concern As shown in the accompanying consolidated financial statements, the Company has experienced recurring losses, and has accumulated a deficit of approximately $15.3 million as of March 31, 2016, and $15.4 million as of December 31, 2015. For the three months ended March 31, 2016 we had net income before adjustment for losses attributable to non-controlling interest of approximately $46,800 and for the years ended December 31, 2015, and 2014, we incurred net losses before adjustment for losses attributable to non-controlling interest of approximately $3.4 million and $726,000, respectively. The Company had a working capital deficit of approximately $2.3 million at March 31, 2016, a decrease of approximately $400,000 in the working capital deficit of $2.7 million at December 31, 2015. REGS, a wholly owned subsidiary, was notified that effective April 1, 2016 it would no longer be providing routine maintenance services to its largest customer but would still be eligible to provide other industrial cleaning services. The projected loss of revenue from this customer is estimated to be between $2.5 and $3 million annually, but, as discussed below, the Company has already implemented remedial measures to offset some of this loss in revenue. These factors raise substantial doubt about the ability of the Company to continue to operate as a going concern. Realization of a major portion of our assets as of March 31, 2016 and December 31, 2015, is dependent upon our continued operations. The Company is dependent on generating additional revenue or obtaining adequate capital to fund operating losses until it becomes profitable. The Company has opened an additional rail car cleaning facility in the Midwest (Illinois) and operations have commenced and revenue is being generated. This facility is projected to offset some of the lost service revenue previously derived from the oil refinery sector. Additionally, the Company was recently awarded approval for construction of flaring equipment at its Kansas rail facility. Revenue is expected to commence in the second quarter of 2016 and this new service offering is also projected to offset some of the lost service revenue previously derived from the oil refinery sector. For the quarter ended March 31, 2016 we raised $325,000 from the sale of common stock and exercise of warrants and another $22,000 from the extension of warrants. In addition, we have undertaken a number of specific steps to improve operating efficiencies, revenues and income to continue to operate as a going concern. We continue to focus on developing organic growth in our operating companies and improving gross and net margins through increased attention to pricing, aggressive cost management and overhead reductions. Critical to achieving profitability will be our ability to license and or sell, permit and operate our CoronaLux waste destruction units either though our joint ventures and/or licensees. We have increased our business development efforts to address opportunities identified in expanding markets attributable to increased interest in energy conservation and emission control regulations, particularly the landfill gas and oil field emissions sectors. In addition, the Company is evaluating various forms of financing which may be available to it, i.e., debt and/or equity financing while carefully evaluating the impact on share dilution.. There can be no assurance that the Company will secure additional financing for working capital, increase revenues and achieve the desired result of net income and positive cash flow from operations in future years. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to report on a going concern basis. 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 Companys audited consolidated financial statements and the notes thereto included in the Companys Report on Form 10-K filed on April 14, 2016 for the years ended December 31, 2015 and 2014. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
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. 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 (R&D) costs are charged to expense as incurred. R&D expenses consist primarily of salaries, project materials, contract labor and other costs associated with ongoing product development and enhancement efforts. R&D expenses were $48,500 and $72,000 for the three months ended March 31, 2016 and 2015, respectively. Income Taxes The Company accounts for income taxes pursuant to Accounting Standards Codification Income Taxes, 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 ended March 31, 2016 and 2015 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 March 31, 2016 and December 31, 2015. 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, 2014. The tax periods for the years ending December 31, 2008 through 2014 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 (ASUs) to the FASBs Accounting Standards Codification. The Company considers the applicability and impact of all new or revised ASUs. New Accounting Pronouncements Not Yet Adopted 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 was effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. On July 9, 2015, the FASB approved a one year delay of the effective date. The Company will now adopt the new provisions of this accounting standard at the beginning of fiscal year 2018, unless it choose to early adopt in 2017. The Company will further study the implications of this statement in order to evaluate the expected impact on the consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. Under this ASU, inventory will be measured at the lower of cost and net realizable value and options that currently exist for market value will be eliminated. The ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. Management is evaluating the provisions of this statement, including which period to adopt, and has not determined what impact the adoption of ASU 2015-11 will have on the Companys financial position or results of operations. In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.2015-17, Balance Sheet Classification of Deferred Taxes. The new guidance eliminates the requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. The amendments will require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The updated guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted, and the amendments may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is in the process of evaluating this guidance. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company starting in the first quarter of fiscal 2019. Early adoption is permitted. The Company is in the process of determining the effects the adoption will have on its consolidated financial statements as well as whether to adopt the new guidance early. In March 2016, the FASB issued Accounting Standards Update 2016-09, Improvements to Employee Share-Based Payment Accounting Recently Adopted Accounting Standards In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments when the terms of an award provide that a performance target could be achieved after the requisite service period, (ASU 2014-12). Current U.S. GAAP does not contain explicit guidance on whether to treat a performance target that could be achieved after the requisite service period as a performance condition that affects vesting or as a nonvesting condition that affects the grant-date fair value of an award. The new guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The updated guidance was effective January 1, 2016 and is not expected to have a material effect on the consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, (ASU 2015-03). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for the first interim period for fiscal years beginning after December 15, 2015. The guidance was effective January 1, 2016 and is not expected to have a material effect on the consolidated financial statements. In September 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments. The new guidance eliminates the requirement to retrospectively account for adjustments to provisional amounts recognized in a business combination. Under the ASU, the adjustments to the provisional amounts will be recognized in the reporting period in which the adjustment amounts are determined. The updated guidance will be effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The guidance was effective January 1, 2016 and is not expected to have a material effect on the consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 - PROPERTY AND EQUIPMENT Property and e quipment was comprised of the following: March 31, December 31, 2015 Field and shop equipment $ 2,098,900 $ 1,995,400 Vehicles 943,900 943,900 Waste destruction equipment, placed in service 1,280,400 1,276,600 Waste destruction equipment, not placed in service 1,521,100 1,521,100 Furniture and office equipment 322,800 321,400 Leasehold improvements 65,400 65,400 Building and improvements 18,600 18,600 Land 162,900 162,900 6,414,000 6,305,300 Less: accumulated depreciation and amortization (2,144,000 ) (1,974,000 ) Property and equipment, net $ 4,270,000 $ 4,331,300 Depreciation expense for the three months ended March 31, 2016 and 2015 was $171,500 and $126,600, respectively. For the three months ended March 31, 2016 depreciation expense included in cost of goods sold and selling, general and administrative expenses was $147,300 and $24,200 respectively. For the three months ended March 31, 2015 depreciation expense included in cost of goods sold and selling, general and administrative expenses was $106,900 and $19,700, respectively. Accumulated depreciation on leased CoronaLux units included in accumulated depreciation and amortization above is $206,300 and $24,500 for the three months ended March 31, 2016 and 2015, respectively. Property and equipment included the following amounts for leases that have been capitalized at: March 31, December 31 Vehicles, field and shop equipment $ 462,700 $ 462,700 Less: accumulated amortization (151,700 ) (127,800 ) $ 311,000 $ 334,900 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4 INTANGIBLE ASSETS Intangible assets were comprised of the following: March 31, 2016 Gross carrying amount Accumulated amortization Net carrying value Goodwill $ 277,800 $ 277,800 Customer list 42,500 (42,500 ) Technology 1,047,400 (541,100 ) 506,300 Trade name 54,600 (54,600 ) $ 1,422,300 $ (638,200 ) $ 784,100 December 31, 2015 Gross carrying amount Accumulated amortization Net carrying value Goodwill $ 277,800 $ 277,800 Customer list 42,500 (42,500 ) Technology 1,027,100 (518,300 ) 508,800 Trade name 54,600 (54,600 ) $ 1,402,000 $ (615,400 ) $ 786,600 The estimated useful lives of the intangible assets range from seven to ten years. Amortization expense was $22,800 and $20,000 for the three months ended March 31, 2016 and 2015, respectively. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
ACCRUED LIABILITIES | NOTE 5 - ACCRUED LIABILITIES Accrued liabilities were comprised of the following: March 31, December 31, 2015 Accrued compensation and related taxes $ 669,800 $ 579,800 Accrued interest 84,900 58,800 Other 213,400 250,900 Total Accrued Liabilities $ 968,100 $ 889,500 |
UNCOMPLETED CONTRACTS
UNCOMPLETED CONTRACTS | 3 Months Ended |
Mar. 31, 2016 | |
Contractors [Abstract] | |
UNCOMPLETED CONTRACTS | NOTE 6 - UNCOMPLETED CONTRACTS Costs, estimated earnings and billings on uncompleted contracts are as follows: March 31, December 31, Revenue Recognized $ 1,977,200 $ 1,814,300 Less: Billings to date (1,884,600 ) (1,610,300 ) Costs and estimated earnings in excess of billings on uncompleted contracts $ 92,600 $ 204,000 Billings to date $ 1,045,800 $ 2,273,400 Revenue recognized (431,000 ) (1,685,500 ) Billings in excess of costs and estimated earnings on uncompleted contracts $ 614,800 $ 587,900 |
INVESTMENT IN PARAGON WASTE SOL
INVESTMENT IN PARAGON WASTE SOLUTIONS LLC | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
INVESTMENT IN PARAGON WASTE SOLUTIONS LLC | NOTE 7 INVESTMENT IN PARAGON WASTE SOLUTIONS LLC In 2010, the Company and Black Stone Management Services, LLC (Black Stone) formed PWS, whereby a total of 1,000,000 membership units were issued, 600,000 membership units to the Company and 400,000 membership units to Black Stone. Fortunato Villamagna, who serves as President of our PWS subsidiary, is a managing member and Chairman of Black Stone. In June 2012, the Company and Blackstone each allocated 10% of their respective membership units in PWS to Mr. J John Combs III, an officer and shareholder of the Company and Mr. Michael Cardillo, a shareholder of the Company and an officer of a subsidiary. There was no value attributable to the units at the time of the allocation. At March 31, 2016 and December 31, 2015 the Company owned 54% of the membership units, Black Stone owned 26% of the membership units, an outside third party 10% of the membership units and two related parties (as noted above), each owned 5% of the membership units. In August, 2011, we acquired certain intellectual property in regards to waste destruction technology (the IP) from Black Stone in exchange for 1,000,000 shares of our common stock valued at $100,000. We estimated the useful life of the IP at ten years, which was consistent with the useful life of other technology included in our intangible assets, and managements initial assessment of the potential marketability of the IP. In April 2016, the Company received Notice of Allowance of its application for a continuation patent. This patent continuation patent application incorporates all original and prior claims and will provide expanded and additional protection of the underlying and core waste destruction technology. In March 2012, the Company entered into an Irrevocable License & Royalty Agreement with PWS that grants PWS an irrevocable world-wide license to the IP in exchange for a 5% royalty on all revenues from PWS and its affiliates. The term commenced as of the date of the Agreement and shall continue for a period not to exceed the life of the patent or patents filed by the Company. PWS may sub license the IP and any revenue derived from sub licensing shall be included in the calculation of Gross Revenue for purposes of determining royalty payments due the Company. Royalty payments are due 30 days after the end of each calendar quarter. PWS generated licensing revenues of approximately $33,500 for the three months ended March 31, 2016 and $118,200 for the year ended December 31, 2015, as such, royalties of $1,700 and Since its inception through March 31, 2016, we have provided approximately $5.3 million in funding to PWS for working capital and the further development and construction of various prototypes and commercial waste destruction units. No members of PWS have made capital contributions or other funding to PWS other than SEER. The intent of the operating agreement is that we will provide the funding as an advance against future earnings distributions made by PWS. Licensing Agreements In September 2013, PWS entered into an Exclusive Use License and Joint Operations Agreement (License Agreement) with Sterall Inc. (Sterall). The License Agreement granted Sterall the use of the PWS Technology and the CoronaLux waste destruction units for an initial five year term in the State of Florida and renewable for two additional five year terms, for the treatment and/or destruction of any and all regulated medical waste from any sources. The agreement required Sterall to pay a $300,000 License Initiation Fee and in order for Sterall to maintain its exclusive license for the State of Florida, a total of $200,000 was to be paid to PWS by May 23, 2014, regardless of net operating profits of Sterall (NOP). During the initial 5-year term, a minimum of $500,000 of total royalty payments to PWS must be made either from NOP or otherwise (in addition to the $300,000 Initial Fee, set forth below), in order for the second-phase five-year term to be exclusive. During the second-phase five-year term, a minimum of $750,000 of royalty must be paid, out of NOP or otherwise, in order for the third phase five-year term to be exclusive. PWS will receive a one-time license initiation fee of $300,000 payable from NOP of Sterall as a priority payment before any other distributions or payouts. Sterall can take delivery of additional CoronaLux waste destruction units upon payment of a placement fee per unit of either $168,000 or $207,000 depending upon the size of the unit. The unit placement fees do not include freight, start-up and commissioning costs, which shall be borne by the facility. PWS, at its sole discretion will select the installation, startup and commissioning teams. Sterall has not generated any NOP and has not paid any licensing fees to PWS as required by the License Agreement, including the minimum payments required under the agreement. Black Stone is a minority shareholder of Sterall. For the year ended December 31, 2014, Sterall ordered a total of six CoronaLux units, of which one unit has been delivered, and five units are pending delivery at March 31, 2016. Sterall paid a non-refundable placement fee of $236,300 for the unit delivered in 2014 and has paid a deposit of $330,000 for the five units ordered. On February 22, 2014, SEER and PWS entered into an Agreement with Daniel McAteer & Associates (DMA) to develop, permit and exploit the PWS waste destruction technology in Ireland and United Kingdom (Limited Territory). The Agreement called for the formation of a Joint Venture to be owned 50% by SEER and 50% by DMA. In accordance with the agreement, DMA was to pay a one-time license fee of $350,000 for an exclusive license for the limited purpose of medical waste destruction in the Limited Territory. On June 10, 2014 Paragon Waste (UK) Ltd (Paragon UK, UK Joint Venture), was formed in accordance with the laws of Northern Ireland. A total of 300,100 shares were issued upon formation, 100 Ordinary A voting shares were issued, of which PWS received 50 Ordinary A shares and 300,000 Ordinary B non-voting shares were issued. In 2015, the Agreement with DMA was amended to where Paragon UK purchased the CoronaLux unit from PWS for $350,000. Operations to date of the Paragon UK Joint Venture have been limited to formation, the delivery of a CoronaLux unit with a third party in the United Kingdom and application and permitting efforts with regulatory entities. 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 and the CoronaLux waste destruction units for an initial term of five years and requires a payment of $176,875 as a non-refundable 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. As of March 31, 2016, eCycling is still in the process of permitting the unit, and therefore, has not yet generated any NOP. As a result of eCycling not generating any NOP, their licensing contract was amended to provide for an additional $176,875 to be paid as licensing fees, of which $67,000 has been paid as of March 31, 2016. On November 17, 2014, PWS entered into an Exclusive Licensing and Equipment Lease Agreement, for a limited license territory, with Medical Waste Services, LLC (MWS). The License Agreement grants to MWS the use of the PWS Technology and the CoronaLux waste destruction units for an initial term of seven years and requires a payment of $225,000 as a non-refundable 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. PWS and Medical Waste Services, LLC (MWS) formed a contractual joint venture to exploit the PWS medical waste destruction technology. MWS has received approval from the California Department of Public Health and a restricted permit from the South Coast Air Quality Management District (SCAQMD) to operate the CoronaLux unit licensed by MWS at its facility in Southern California. Operations to date have included the destruction of medical waste under this temporary operating permit issued by SCAQMD since May 2015. All required testing directed by SCAQMD has been successfully completed in 2016 and all required filings have been made to obtain a full operating permit from SCAQMD. The final issuance is pending. In February 2015, PWS entered into a License Agreement with Particle Science Tech of Environmental Protection, Inc (Particle) a US subsidiary of Xinhua Energy Environmental Technology Co., Ltd (Xinhua), a large multi-national environmental company based in China. The agreement provides for the exclusive rights to distribute PWSs patented technology in China, Hong Kong, Macau and the Taiwan territories (Territory). The grant was for both the medical waste, as well as the refinery vertical markets within the Territory. The Agreement calls for, among other things, the formation of a U.S. joint venture company, (P&P Company), to be owned 50/50 by PWS and Particle) and an obligation by Xinhua to fund all necessary and reasonable capital requirements to permit and roll out the PWS technology in the Territory as well as staff and manage the JV Entitys operations. In 2015, PWS sold a CoronaLux unit to Xinhua for $430,500. Upon the occurrence of certain events and timely performance by Xinhua, a second placement fee of $350,000 is required to be paid and, upon that second payment, it will then be granted exclusive manufacturing rights to produce the units to be deployed in the Territory. Payments received for non-refundable licensing and placement fees have been recorded as deferred revenue in the accompanying consolidated balance sheets at March 31, 2016 and December 31, 2015 and are recognized as revenue ratably over the term of the contract. |
PAYROLL TAXES PAYABLE
PAYROLL TAXES PAYABLE | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
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, accrued interest and penalties were incurred related to these unpaid payroll taxes. In or around 2010, REGS retained Washington D.C.-based legal counsel specializing in resolving federal tax matters. REGS has been represented by this firm throughout all phases of this tax matter and related proceedings. In September 2011, REGS received approval from the Internal Revenue Service (IRS) to begin paying the outstanding federal payroll tax liability plus the related incurred interest and penalties totaling approximately $971,000 in installments (the Installment Plan). Under the Installment Plan, REGS was 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 was 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 were not met, the IRS could cancel the installment plan and could demand the outstanding liability to be repaid through traditional enforcement proceedings available to the IRS. Additionally, the IRS has filed a notice of federal tax lien against certain of REGS assets in order to secure 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 personal liability exposure for a portion of the taxes if REGS does not pay them. In May 2013, REGS filed an Offer in Compromise (OIC) with the IRS. While the OIC was under review by the IRS, the requirement to pay $25,000 a month under the Installment Plan was suspended. REGS was informed by its legal counsel that the IRS had accepted REGS OIC. However by a letter dated March 27, 2014, REGS was notified that the OIC had been rejected. REGS then appealed that rejections decision. However that appeal has been denied. As a result, the Installment Plan is terminated. In June 2014, REGS 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. The IRS has not taken any current action against REGS and REGS continues to be represented by its legal counsel. As of March 31, 2016 and December 31, 2015, the outstanding balance due to the IRS was $976,200, and $970,500, respectively. Other than this outstanding payroll tax matter arising in 2009, all state and federal taxes have been paid by REGS in a timely manner. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2016 | |
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, 2014 and 2013, 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. Debt as of March 31, 2016 and December 31, 2015, was comprised of the following: 2016 2015 June 2011 Note - In Default $ 68,000 $ 68,000 Convertible note payable, interest at 8% per annum, $400,000 principal payment due December 31, 2016, remaining unpaid principal and interest due August 20, 2018, convertible into common stock at the option of the lenders at a rate of $1.10 per share 1,250,000 1,250,000 Debt discount (see Note 13) (15,400 ) (16,600 ) Note payable dated October 13, 2015, interest at 8% per annum, payable in 24 monthly installments of principal and interest $4,523, due October 1, 2017. Secured by certain assets of SEM and guaranteed by SEER and MV 80,500 92,300 Note payable dated October 13, 2015, interest at 8% per annum, payable in 60 monthly installments of principal and interest $4,562, due October 1, 2020. Secured by real estate and other assets of SEM and guaranteed by SEER and MV 209,500 218,900 Note payable insurance premium financing, interest at 4.25% per annum, payable in 10 installments of $28,417, due November 1, 2016 196,100 Capital lease obligations, secured by certain assets, maturing through March 2019 188,100 208,900 Total notes payable and capital lease obligations 1,976,800 1,821,500 Less: current portion (856,100 ) (660,100 ) Notes payable and capital lease obligations, long-term, including debt discount $ 1,120,700 $ 1,161,400 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 are as follows: 2016 2015 Unsecured note payable dated February 2004, bearing interest at 8% per annum, originally due January 2008; assigned to CEO by a third party in 2010; due June 1, 2016 $ $ 5,000 Accrued interest 11,800 26,800 $ 11,800 $ 31,800 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. In March 2012, the Company entered into an Irrevocable License & Royalty Agreement with PWS that grants PWS an irrevocable world-wide license to the IP in exchange for a 5% royalty on all revenues from PWS and its affiliates. The term shall commence as of the date of this Agreement and shall continue for a period not to exceed the life of the patent or patents filed by the Company. PWS may sub license the IP and any revenue derived from sub licensing shall be included in the calculation of Gross Revenue for purposes of determining royalty payments due the Company. Royalty payments are due 30 days after the end of each calendar quarter. PWS generated licensing revenues of approximately $33,500 for the three months ended March 31, 2016 and $118,200 for the year ended December 31, 2015, as such, royalties of $1,700 and In August 2014, the Company entered into a second Exchange and Acquisition Agreement (New Technologies Agreement) with Black Stone for the acquisition of additional intellectual property (IP) from Black Stone in exchange for 1,000,000 shares of common stock valued at $1,050,000. In 2015 the Company and Black Stone executed a rescission agreement of the New Technologies Agreement noted above that was effective December 31, 2014. The shares issued by the Company in accordance with the agreement were returned and all acquired IP returned to Black Stone. In September 2014, the Company entered into an Equity Purchase Agreement (Equity Agreement) with a third party (Seller) whereby the Company issued 1,200,000 shares of the Companys common stock, valued at $1,212,000, in exchange for 22.5 membership interest units, representing 15% ownership interest in Sterall, LLC, a Delaware corporation. In March 2015 the Company and the Seller entered into a revised agreement whereby the 1,200,000 shares issued by the Company would be held by the Seller until the completion of an independent third party valuation. Based on the fair market value of the Purchased Units from the valuation obtained by the Company, an amount of Consideration Shares will be returned to the Company to the extent that the fair market value of the Consideration Shares issued (see below) are greater than the fair market value of the Purchased Units. In no event shall the Company be obligated to issue additional shares as consideration for the Purchased Units. For purposes of this amendment, the fair market value of each Consideration Share will be $0.83333. In the event the parties are unwilling to accept the fair market value of the Purchased Units, as determined by the independent valuation specialist, on or before the Closing Date this Agreement, the transaction covered by this Agreement (the Contemplated Transaction) may be rescinded by either Party in writing. Due to the ability of the Company to rescind the shares issued at the commencement of the transaction the shares are considered contingently issuable shares and as such the 1,200,000 share not considered issued and outstanding at March 31, 2016 and December 31, 2015. The 15% ownership interest in Sterall is also considered contingently held until the conclusion of this transaction. As of March 31, 2016 and December 31, 2015 an independent appraisal was not performed and the parties are continuing to negotiate an agreement. |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | NOTE 11 EQUITY TRANSACTIONS 2016 During the three months ended March 31, 2016, the Company sold 600,000 shares of $.001 par value common stock at $.50 per share in a private placement, receiving proceeds of $300,000. During the three months ended March 31, 2016, the Company issued 50,000 shares of its $.001 par value common stock upon exercise of common stock warrants receiving proceeds of $25,000. 2015 During the three months ended March 31, 2015, the Company issued 120,949 shares of $.001 par value common stock upon the cashless exercise of 200,000 warrants. As noted in Note 9, in January 2015 a convertible promissory note and accrued interest totaling $257,400 was converted into 514,750 shares on common stock in accordance with the terms on the original convertible note. 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). Net loss attributable to non-controlling interest, as reported on our condensed consolidated statements of operations, represents the net loss of PWS 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 | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
CUSTOMER CONCENTRATIONS | NOTE 12 CUSTOMER CONCENTRATIONS The Company had sales from operations to one customer for the three months ended March 31, 2016 and 2015 that represented approximately 55% and 48%, respectively, of our total sales. The concentration of the Companys 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. REGS, a wholly owned subsidiary, was notified that effective April 1, 2016 it would no longer be providing routine maintenance services to its largest customer but would still be eligible to provide other industrial cleaning services. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
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: Three Months Ended March 31, 2016 2015 Warrants 9,314,400 8,681,750 Options 1,055,000 2,077,400 Convertible notes payable 1,136,400 Contingently issuable shares, Sterall LLC 1,200,000 1,200,000 12,705,800 11,959,150 |
ENVIRONMENTAL MATTERS AND REGUL
ENVIRONMENTAL MATTERS AND REGULATION | 3 Months Ended |
Mar. 31, 2016 | |
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 EPAs authorization of the 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. We believe we are in substantial compliance with all federal, state and local laws regulating our business. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 15 CONTINGENCIES In April 2016 we were notified that our significant customer, as noted in Note 12, was performing an audit of billings for the period June 1, 2015 to March 31, 2016 related to charges for equipment in accordance with the contract that commenced June 1, 2015. We have been asked to provide information to support equipment billings in accordance with the contract. The audit by our significant customer is ongoing and is not complete and the impact, if any, on our financial statement cannot be determined at this time. |
SEGMENT INFORMATION AND MAJOR S
SEGMENT INFORMATION AND MAJOR SEGMENT CUSTOMERS | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION AND MAJOR SEGMENT CUSTOMERS | NOTE 16 - SEGMENT INFORMATION AND MAJOR CUSTOMERS The Company currently has identified four segments as follows: REGS Industrial Cleaning Tactical Rail Car Cleaning MV and SEM Environmental Solutions PWS Solid Waste Reach has had minimal operations through March 31, 2016. 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 March 31, 2016 and 2015 is as follows: 2016 Industrial Railcar Environmental Solid Corporate Total Revenue $ 1,984,900 $ 875,200 $ 572,800 $ 71,600 $ $ 3,504,500 Depreciation and amortization (1) 87,700 10,800 40,100 33,300 22,400 194,300 Interest expense 8,000 2,400 6,500 400 30,400 47,700 Stock-based compensation 29,600 29,600 Net income (loss) 583,000 186,600 (97,200 ) (168,700 ) (456,900 ) 46,800 Capital expenditures (cash and noncash) 110,700 13,200 9,000 3,800 136,700 Total assets $ 2,187,000 $ 746,500 $ 1,717,400 $ 2,967,100 $ 574,300 $ 8,192,300 2015 Industrial Railcar Environmental Solid Corporate Total Revenue $ 1,863,600 $ 713,100 $ 889,000 $ 28,000 $ $ 3,493,700 Depreciation and amortization (1) 65,700 6,400 30,300 25,500 18,700 146,600 Interest expense 10,200 3,500 300 3,400 17,400 Stock-based compensation 98,100 98,100 Net income (loss) 312,800 81,800 (30,000 ) (262,900 ) (679,000 ) (577,300 ) Capital expenditures (cash and noncash) 281,500 4,300 1,900 16,700 79,800 384,200 Total assets $ 2,170,500 $ 764,900 $ 1,560,900 $ 3,580,100 $ 1,034,700 $ 9,111,100 (1) Includes depreciation of property, equipment and leasehold improvement and amortization of intangibles |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 - SUBSEQUENT EVENTS Management has evaluated the impact of events occurring after March 31, 2016 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 CO23
ORGANIZATION AND FINANCIAL CONDITION (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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, MV and SEM 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. The Company has non-controlling interest in joint ventures, which are reported on the equity method. |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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. |
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 (R&D) costs are charged to expense as incurred. R&D expenses consist primarily of salaries, project materials, contract labor and other costs associated with ongoing product development and enhancement efforts. R&D expenses were $48,500 and $72,000 for the three months ended March 31, 2016 and 2015, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to Accounting Standards Codification Income Taxes, 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 ended March 31, 2016 and 2015 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 March 31, 2016 and December 31, 2015. 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, 2014. The tax periods for the years ending December 31, 2008 through 2014 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 (ASUs) to the FASBs Accounting Standards Codification. The Company considers the applicability and impact of all new or revised ASUs. New Accounting Pronouncements Not Yet Adopted 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 was effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. On July 9, 2015, the FASB approved a one year delay of the effective date. The Company will now adopt the new provisions of this accounting standard at the beginning of fiscal year 2018, unless it choose to early adopt in 2017. The Company will further study the implications of this statement in order to evaluate the expected impact on the consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. Under this ASU, inventory will be measured at the lower of cost and net realizable value and options that currently exist for market value will be eliminated. The ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. Management is evaluating the provisions of this statement, including which period to adopt, and has not determined what impact the adoption of ASU 2015-11 will have on the Companys financial position or results of operations. In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.2015-17, Balance Sheet Classification of Deferred Taxes. The new guidance eliminates the requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. The amendments will require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The updated guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted, and the amendments may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is in the process of evaluating this guidance. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company starting in the first quarter of fiscal 2019. Early adoption is permitted. The Company is in the process of determining the effects the adoption will have on its consolidated financial statements as well as whether to adopt the new guidance early. In March 2016, the FASB issued Accounting Standards Update 2016-09, Improvements to Employee Share-Based Payment Accounting Recently Adopted Accounting Standards In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments when the terms of an award provide that a performance target could be achieved after the requisite service period, (ASU 2014-12). Current U.S. GAAP does not contain explicit guidance on whether to treat a performance target that could be achieved after the requisite service period as a performance condition that affects vesting or as a nonvesting condition that affects the grant-date fair value of an award. The new guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The updated guidance was effective January 1, 2016 and is not expected to have a material effect on the consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, (ASU 2015-03). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for the first interim period for fiscal years beginning after December 15, 2015. The guidance was effective January 1, 2016 and is not expected to have a material effect on the consolidated financial statements. In September 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments. The new guidance eliminates the requirement to retrospectively account for adjustments to provisional amounts recognized in a business combination. Under the ASU, the adjustments to the provisional amounts will be recognized in the reporting period in which the adjustment amounts are determined. The updated guidance will be effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The guidance was effective January 1, 2016 and is not expected to have a material effect on the consolidated financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property plant and equipment | Property and e quipment was comprised of the following: March 31, December 31, 2015 Field and shop equipment $ 2,098,900 $ 1,995,400 Vehicles 943,900 943,900 Waste destruction equipment, placed in service 1,280,400 1,276,600 Waste destruction equipment, not placed in service 1,521,100 1,521,100 Furniture and office equipment 322,800 321,400 Leasehold improvements 65,400 65,400 Building and improvements 18,600 18,600 Land 162,900 162,900 6,414,000 6,305,300 Less: accumulated depreciation and amortization (2,144,000 ) (1,974,000 ) Property and equipment, net $ 4,270,000 $ 4,331,300 |
Schedule of capital leased assets | Property and equipment included the following amounts for leases that have been capitalized at: March 31, December 31 Vehicles, field and shop equipment $ 462,700 $ 462,700 Less: accumulated amortization (151,700 ) (127,800 ) $ 311,000 $ 334,900 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets were comprised of the following: March 31, 2016 Gross carrying amount Accumulated amortization Net carrying value Goodwill $ 277,800 $ 277,800 Customer list 42,500 (42,500 ) Technology 1,047,400 (541,100 ) 506,300 Trade name 54,600 (54,600 ) $ 1,422,300 $ (638,200 ) $ 784,100 December 31, 2015 Gross carrying amount Accumulated amortization Net carrying value Goodwill $ 277,800 $ 277,800 Customer list 42,500 (42,500 ) Technology 1,027,100 (518,300 ) 508,800 Trade name 54,600 (54,600 ) $ 1,402,000 $ (615,400 ) $ 786,600 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities were comprised of the following: March 31, December 31, 2015 Accrued compensation and related taxes $ 669,800 $ 579,800 Accrued interest 84,900 58,800 Other 213,400 250,900 Total Accrued Liabilities $ 968,100 $ 889,500 |
UNCOMPLETED CONTRACTS (Tables)
UNCOMPLETED CONTRACTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Contractors [Abstract] | |
Schedule of uncompleted contracts | Costs, estimated earnings and billings on uncompleted contracts are as follows: March 31, December 31, Revenue Recognized $ 1,977,200 $ 1,814,300 Less: Billings to date (1,884,600 ) (1,610,300 ) Costs and estimated earnings in excess of billings on uncompleted contracts $ 92,600 $ 204,000 Billings to date $ 1,045,800 $ 2,273,400 Revenue recognized (431,000 ) (1,685,500 ) Billings in excess of costs and estimated earnings on uncompleted contracts $ 614,800 $ 587,900 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt as of March 31, 2016 and December 31, 2015, was comprised of the following: 2016 2015 June 2011 Note - In Default $ 68,000 $ 68,000 Convertible note payable, interest at 8% per annum, $400,000 principal payment due December 31, 2016, remaining unpaid principal and interest due August 20, 2018, convertible into common stock at the option of the lenders at a rate of $1.10 per share 1,250,000 1,250,000 Debt discount (see Note 13) (15,400 ) (16,600 ) Note payable dated October 13, 2015, interest at 8% per annum, payable in 24 monthly installments of principal and interest $4,523, due October 1, 2017. Secured by certain assets of SEM and guaranteed by SEER and MV 80,500 92,300 Note payable dated October 13, 2015, interest at 8% per annum, payable in 60 monthly installments of principal and interest $4,562, due October 1, 2020. Secured by real estate and other assets of SEM and guaranteed by SEER and MV 209,500 218,900 Note payable insurance premium financing, interest at 4.25% per annum, payable in 10 installments of $28,417, due November 1, 2016 196,100 Capital lease obligations, secured by certain assets, maturing through March 2019 188,100 208,900 Total notes payable and capital lease obligations 1,976,800 1,821,500 Less: current portion (856,100 ) (660,100 ) Notes payable and capital lease obligations, long-term, including debt discount $ 1,120,700 $ 1,161,400 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 are as follows: 2016 2015 Unsecured note payable dated February 2004, bearing interest at 8% per annum, originally due January 2008; assigned to CEO by a third party in 2010; due June 1, 2016 $ $ 5,000 Accrued interest 11,800 26,800 $ 11,800 $ 31,800 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of potentially dilutive securities | Potentially dilutive securities were comprised of the following: Three Months Ended March 31, 2016 2015 Warrants 9,314,400 8,681,750 Options 1,055,000 2,077,400 Convertible notes payable 1,136,400 Contingently issuable shares, Sterall LLC 1,200,000 1,200,000 12,705,800 11,959,150 |
SEGMENT INFORMATION AND MAJOR C
SEGMENT INFORMATION AND MAJOR CUSTOMERS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Information And Major Customers Tables | |
Schedule of segment information | Segment information for the three months ended March 31, 2016 and 2015 is as follows: 2016 Industrial Railcar Environmental Solid Corporate Total Revenue $ 1,984,900 $ 875,200 $ 572,800 $ 71,600 $ $ 3,504,500 Depreciation and amortization (1) 87,700 10,800 40,100 33,300 22,400 194,300 Interest expense 8,000 2,400 6,500 400 30,400 47,700 Stock-based compensation 29,600 29,600 Net income (loss) 583,000 186,600 (97,200 ) (168,700 ) (456,900 ) 46,800 Capital expenditures (cash and noncash) 110,700 13,200 9,000 3,800 136,700 Total assets $ 2,187,000 $ 746,500 $ 1,717,400 $ 2,967,100 $ 574,300 $ 8,192,300 2015 Industrial Railcar Environmental Solid Corporate Total Revenue $ 1,863,600 $ 713,100 $ 889,000 $ 28,000 $ $ 3,493,700 Depreciation and amortization (1) 65,700 6,400 30,300 25,500 18,700 146,600 Interest expense 10,200 3,500 300 3,400 17,400 Stock-based compensation 98,100 98,100 Net income (loss) 312,800 81,800 (30,000 ) (262,900 ) (679,000 ) (577,300 ) Capital expenditures (cash and noncash) 281,500 4,300 1,900 16,700 79,800 384,200 Total assets $ 2,170,500 $ 764,900 $ 1,560,900 $ 3,580,100 $ 1,034,700 $ 9,111,100 (1) Includes depreciation of property, equipment and leasehold improvement and amortization of intangibles |
ORGANIZATION AND FINANCIAL CO33
ORGANIZATION AND FINANCIAL CONDITION (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated deficit | $ (15,257,700) | $ (15,387,100) | ||
Net income (loss) before adjustment for losses attributable to non-controlling interest | 31,600 | (3,500,000) | $ (726,000) | |
Working capital deficit | 2,300,000 | $ 2,700,000 | ||
Change in working capital | 400,000 | |||
Reduction in revenue | 572,800 | $ 889,000 | ||
Proceeds from sale of common stock and exercise of warrants | 325,000 | |||
Proceeds from warrant extensions | $ 22,000 | |||
Paragon Waste Solutions, LLC [Member] | ||||
Percentage ownership | 54.00% | 54.00% | ||
ReaCH4Biogas [Member] | ||||
Percentage ownership | 85.00% | |||
Resource Environmental Group Services [Member] | Sales Revenue [Member] | Lower Range [Member] | ||||
Reduction in revenue | $ (2,500,000) | |||
Resource Environmental Group Services [Member] | Sales Revenue [Member] | Upper Range [Member] | ||||
Reduction in revenue | $ (3,000,000) |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accounting Policies [Abstract] | ||
Research and development expenses | $ 48,500 | $ 72,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Depreciation and amortization | $ 171,500 | $ 126,600 |
CoronaLux Units [Member] | ||
Depreciation and amortization | 206,300 | 24,500 |
Cost of Sales [Member] | ||
Depreciation and amortization | 147,300 | 106,900 |
Selling, general and administrative expense [Member] | ||
Depreciation and amortization | $ 24,200 | $ 19,700 |
PROPERTY AND EQUIPMENT (Detai36
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,414,000 | $ 6,305,300 |
Less: accumulated depreciation and amortization | (2,144,000) | (1,974,000) |
Property and equipment, net | 4,270,000 | 4,331,300 |
CoronaLux Units [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,098,900 | 1,995,400 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 943,900 | 943,900 |
Waste Destruction Equipment Placed In Service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,280,400 | 1,276,600 |
Waste Destruction Equipment, Not Placed In Service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,521,100 | 1,521,100 |
Furniture And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 322,800 | 321,400 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 65,400 | 65,400 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 18,600 | 18,600 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 162,900 | $ 162,900 |
PROPERTY AND EQUIPMENT (Detai37
PROPERTY AND EQUIPMENT (Details 1) - CoronaLux Units [Member] - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Vehicles, field and shop equipment | $ 462,700 | $ 462,700 |
Less: accumulated amortization | (151,700) | (127,800) |
[CapitalLeasesBalanceSheetAssetsByMajorClassNet] | $ 311,000 | $ 334,900 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Amortization expense | $ 22,800 | $ 20,000 |
Lower Range [Member] | ||
Estimated useful lives | 7 years | |
Upper Range [Member] | ||
Estimated useful lives | 10 years |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Gross carrying amount | $ 1,422,300 | $ 1,402,000 |
Accumulated amortization | (638,200) | (615,400) |
Net carrying value | 784,100 | 786,600 |
Goodwill [Member] | ||
Gross carrying amount | 277,800 | 277,800 |
Net carrying value | 277,800 | 277,800 |
Customer Lists [Member] | ||
Gross carrying amount | 42,500 | 42,500 |
Accumulated amortization | (42,500) | (42,500) |
Technology [Member] | ||
Gross carrying amount | 1,047,400 | 1,027,100 |
Accumulated amortization | (541,100) | (518,300) |
Net carrying value | 506,300 | 508,800 |
Trade Name [Member] | ||
Gross carrying amount | 54,600 | 54,600 |
Accumulated amortization | $ (54,600) | $ (54,600) |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities Details | ||
Accrued compensation and related taxes | $ 669,800 | $ 579,800 |
Accrued interest | 84,900 | 58,800 |
Other | 213,400 | 250,900 |
Total Accrued Liabilities | $ 968,100 | $ 889,500 |
UNCOMPLETED CONTRACTS (Details)
UNCOMPLETED CONTRACTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Revenue Recognized | $ (431,000) | $ (1,685,500) |
Less: Billings to date | 1,045,800 | 2,273,400 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 92,600 | 204,000 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 614,800 | 587,900 |
Contracts Receivable [Member] | ||
Revenue Recognized | 1,977,200 | 1,814,300 |
Less: Billings to date | $ (18,884,600) | $ (1,610,300) |
INVESTMENT IN PARAGON WASTE S42
INVESTMENT IN PARAGON WASTE SOLUTIONS LLC (Details Narrative) - USD ($) | Nov. 17, 2014 | Jun. 10, 2014 | Mar. 04, 2014 | Feb. 22, 2014 | Feb. 28, 2015 | Sep. 30, 2013 | Jun. 30, 2012 | Mar. 31, 2012 | Aug. 31, 2011 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2010 | Mar. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||||||||||||||||
License initiation fee | $ 71,600 | $ 28,000 | |||||||||||||||
Exclusive Use License and Joint Operations Agreement with Sterall Inc [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
License initiation fee | $ 300,000 | ||||||||||||||||
Initial fees paid | 200,000 | ||||||||||||||||
First phase royalty fees payment | 500,000 | ||||||||||||||||
Second phase royalty fees payment | 750,000 | ||||||||||||||||
Third phase royalty fees payment | 750,000 | ||||||||||||||||
Maximum payment of placement fee per unit | 207,000 | ||||||||||||||||
Minimum payment of placement fee per unit | $ 168,000 | ||||||||||||||||
Description of order | Sterall ordered a total of six CoronaLux units, of which one unit has been delivered, and five units are pending delivery at December 31, 2015. Sterall paid a non-refundable placement fee of $236,300 for the unit delivered in 2014 and has paid a deposit of $330,000 for the five units ordered. | ||||||||||||||||
Exclusive Use License and Equipment Lease Agreement with eCycling International [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
License initiation fee | $ 176,875 | $ 176,875 | |||||||||||||||
Percentage of net operating profits to be distributed | 50.00% | ||||||||||||||||
Licensing fees paid | $ 67,000 | ||||||||||||||||
Exclusive Use License and Equipment Lease Agreement with Medical Waste Services, LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
License initiation fee | $ 225,000 | ||||||||||||||||
Percentage of net operating profits to be distributed | 50.00% | ||||||||||||||||
Formation of Joint Venture Agreement [Member] | Ordinary A Voting Shares [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Membership units issued | 100 | ||||||||||||||||
Formation of Joint Venture Agreement [Member] | Ordinary B Non-Voting Shares [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Membership units issued | 300,000 | ||||||||||||||||
External Third Party [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage ownership | 10.00% | ||||||||||||||||
Related Parties [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage ownership | 5.00% | 5.00% | 5.00% | 5.00% | |||||||||||||
Irrevocable License & Royalty Agreement with PWS [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
License initiation fee | $ 33,500 | $ 118,200 | |||||||||||||||
Royalty on revenue | $ 1,700 | $ 9,400 | |||||||||||||||
External Third Party [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage ownership | 10.00% | 10.00% | 10.00% | ||||||||||||||
Paragon Waste Solutions, LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Membership units issued | 1,000,000 | ||||||||||||||||
Membership units acquired | 600,000 | ||||||||||||||||
Percentage ownership | 54.00% | 54.00% | 54.00% | 54.00% | |||||||||||||
Payment for funding of subsidiary | $ 5,300,000 | ||||||||||||||||
Paragon Waste Solutions, LLC [Member] | Irrevocable License & Royalty Agreement [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Royalty revenue percentage | 5.00% | ||||||||||||||||
Black Stone Management Services [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Membership units acquired | 400,000 | ||||||||||||||||
Percentage ownership | 26.00% | 26.00% | 26.00% | 26.00% | |||||||||||||
Percentage allocated to two individuals | 10.00% | ||||||||||||||||
Stock issued for acquisition of intellectual property | $ 100,000 | ||||||||||||||||
Stock issued for acquisition of intellectual property (shares) | 1,000,000 | ||||||||||||||||
Black Stone Management Services [Member] | Waste Destruction Technology [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Useful life | 10 years | ||||||||||||||||
Daniel McAteer & Associates ("DMA") [Member] | Formation of Joint Venture Agreement [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage ownership | 50.00% | ||||||||||||||||
License initiation fee | $ 350,000 | ||||||||||||||||
Paragon Waste (UK) Ltd [Member] | Formation of Joint Venture Agreement [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Membership units issued | 300,100 | ||||||||||||||||
Paragon Waste (UK) Ltd [Member] | Formation of Joint Venture Agreement [Member] | Ordinary A Voting Shares [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Membership units issued | 50 | ||||||||||||||||
Xinhua Energy Environmental Technology [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Sale of waste destruction unit | $ 430,500 | ||||||||||||||||
Second phase royalty fees payment | $ 350,000 | ||||||||||||||||
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 | 13 Months Ended | |||
Sep. 30, 2012 | Sep. 30, 2011 | May. 31, 2013 | Mar. 31, 2016 | Dec. 31, 2015 | |
Past due payroll taxes | $ 971,000 | $ 976,200 | $ 970,500 | ||
Payroll tax reduction of oustanding liability with IRS | $ 25,000 | ||||
Monthly installment payments, payroll taxes | $ 25,000 | $ 12,500 | $ 25,000 |
DEBT (Details Narrative)
DEBT (Details Narrative) | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Notes Payable, June 2011 Note [Member] | |
Debt, face amount | $ 40,000 |
Debt, issue date | Jun. 1, 2011 |
Debt, interest rate | 10.00% |
Debt warrant, shares | shares | 13,000 |
Debt discount at issuance | $ 170 |
Exercise price (in dollars per share) | $ / shares | $ 1 |
Notes Payable, June 2011 2nd Note [Member] | |
Debt, face amount | $ 25,000 |
Debt, accrued interest amount | $ 3,000 |
Debt, issue date | Jun. 1, 2011 |
Notes Payable, June 2011 New Note [Member] | |
Debt, face amount | $ 68,000 |
DEBT (Details)
DEBT (Details) | 3 Months Ended | ||
Mar. 31, 2016USD ($)Number$ / shares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Notes and capital lease obligation, total | $ 1,976,800 | $ 1,821,500 | |
Notes and capital lease obligation, current | (856,100) | (660,100) | |
Notes and capital lease obligation, long-term | 1,120,700 | 1,161,400 | |
Notes Payable, June 2011 New Note [Member] | |||
Long term debt, carrying amount | 68,000 | 68,000 | |
Convertible Secured Promissory Note due December 31, 2016 [Member] | |||
Long term debt, carrying amount | $ 1,250,000 | 1,250,000 | |
Interest rate | 8.00% | ||
Payment amount | $ 400,000 | ||
Debt, maturity date | Dec. 31, 2016 | ||
Debt discount | $ (15,400) | (16,600) | |
Debt conversion, price | $ / shares | $ 1.10 | ||
8% Secured Notes Payable Due October 1, 2017 [Member] | |||
Long term debt, carrying amount | $ 80,500 | 92,300 | |
Payment amount | $ 4,523 | ||
Number of payments | Number | 24 | ||
Debt, maturity date | Oct. 1, 2017 | ||
Description of the collateral | Secured by certain assets of SEER and MV | ||
8% Secured Notes Payable Due October 1, 2020 [Member] | |||
Long term debt, carrying amount | $ 209,500 | 218,900 | |
Interest rate | 8.00% | ||
Payment amount | $ 4,562 | ||
Number of payments | Number | 60 | ||
Debt, maturity date | Oct. 1, 2020 | ||
Description of the collateral | Secured by real estate and other assets of SEM and guaranteed by SEER and MV | ||
4.25% Note Payable Insurance Premium Financing due November 1, 2016 [Member] | |||
Long term debt, carrying amount | $ 196,100 | ||
Interest rate | 4.25% | ||
Payment amount | $ 28,417 | ||
Number of payments | Number | 10 | ||
Debt, maturity date | Nov. 1, 2016 | ||
Capital lease obligations [Member] | |||
Capital lease obligation, carrying amount | $ 188,100 | $ 208,900 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Irrevocable License & Royalty Agreement with PWS [Member] | ||||
Percentage of royalty revenue | 5.00% | |||
Revenue from customer | $ 33,500 | $ 118,200 | ||
Royalty on revenue | $ 1,700 | $ 9,400 | ||
New Technologies Agreement with Black Stone [Member] | ||||
Issuance of common stock for intangible assets | $ 1,050,000 | |||
Number of shares of common stock issued for intangible asset | 1,000,000 | |||
Equity Agreement With Third Party [Member] | ||||
Issuance of common stock for investment in unconsolidated subsidaiary | $ 1,212,000 | |||
Membership interests acquired | 22.5 membership interest units. | |||
Number of shares issued for investment in unconsolidated affiliate | 1,200,000 | |||
Common stock, fair value (in dollars per shares) | $ 0.83333 | |||
Percentage ownership | 15.00% |
RELATED PARTY TRANSACTIONS (D47
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Accrued interest | $ 26,800 | |
Notes payable - related parties, including accrued interest | $ 11,800 | 31,800 |
Chief Executive Officer [Member] | Promissory Note [Member] | ||
Notes Payable | $ 5,000 | |
Interest rate | 8.00% | |
Debt, maturity date | Jun. 1, 2016 |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Common stock shares issued upon warrant exercises, shares | 50,000 | ||
Proceeds from warrant exercises | $ 25,000 | ||
Paragon Waste Solutions, LLC [Member] | |||
Noncontrolling interest | 46.00% | ||
Convertible Secured Promissory Note due December 31, 2014 [Member] | |||
Promissory note and accrued interest converted to stock | $ 257,400 | ||
Shares Converted | 514,750 | ||
Warrants [Member] | |||
Shares issued in warrant exercise | 120,949 | ||
Number of warrants exercised | 200,000 | ||
2016 Private Placement [Member] | |||
Private placement, shares issued | 600,000 | ||
Share price | $ 0.50 | ||
Gross proceeds from private placement | $ 300,000 |
CUSTOMER CONCENTRATIONS (Detail
CUSTOMER CONCENTRATIONS (Details Narrative) - Sales [Member] - Number | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Number of customers | 1 | 1 |
Concentration risk | 55.00% | 48.00% |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 12,705,800 | 11,959,150 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 9,314,400 | 8,681,750 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,055,000 | 2,077,400 |
Convertible notes payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,136,400 | |
Contingently issuable shares Sterall LLC [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,200,000 | 1,200,000 |
SEGMENT INFORMATION AND MAJOR51
SEGMENT INFORMATION AND MAJOR CUSTOMERS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Revenue | $ 3,504,500 | $ 3,493,700 | |
Depreciation and amortization | 194,300 | 146,600 | |
Interest expense | 47,700 | 17,400 | |
Stock-based compensation | 29,600 | 98,100 | |
Net income (loss) | 46,800 | (577,300) | |
Capital expenditures (cash and noncash) | 136,700 | 384,200 | |
Total assets | 8,192,300 | 9,111,100 | |
Industrial Cleaning [Member] | |||
Revenue | 984,900 | 1,863,600 | |
Depreciation and amortization | [1] | 87,700 | 65,700 |
Interest expense | 8,000 | 10,200 | |
Net income (loss) | 583,000 | 312,800 | |
Capital expenditures (cash and noncash) | 110,700 | 281,500 | |
Total assets | 2,187,000 | 2,170,500 | |
Railcar Cleaning [Member] | |||
Revenue | 875,200 | 713,100 | |
Depreciation and amortization | [1] | 10,800 | 6,400 |
Interest expense | 2,400 | 3,500 | |
Net income (loss) | 186,600 | 81,800 | |
Capital expenditures (cash and noncash) | 13,200 | 4,300 | |
Total assets | 746,500 | 764,900 | |
Environmental Solutions [Member] | |||
Revenue | 572,800 | 889,000 | |
Depreciation and amortization | [1] | 40,100 | 30,300 |
Interest expense | 6,500 | 300 | |
Net income (loss) | (97,200) | (30,000) | |
Capital expenditures (cash and noncash) | 9,000 | 1,900 | |
Total assets | 1,717,400 | 1,560,900 | |
Solid Waste [Member] | |||
Revenue | 71,600 | 28,000 | |
Depreciation and amortization | [1] | 33,300 | 25,500 |
Interest expense | 400 | ||
Net income (loss) | (168,700) | (262,900) | |
Capital expenditures (cash and noncash) | 3,800 | 16,700 | |
Total assets | 2,967,100 | 3,580,100 | |
Corporate [Member] | |||
Depreciation and amortization | [1] | 22,400 | 18,700 |
Interest expense | 30,400 | 3,400 | |
Stock-based compensation | 29,600 | 98,100 | |
Net income (loss) | (456,900) | (679,000) | |
Capital expenditures (cash and noncash) | 79,800 | ||
Total assets | $ 574,300 | $ 1,034,700 | |
[1] | Includes depreciation of property, equipment and leasehold improvement and amortization of intangibles. |