Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
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 | SENR | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 57,803,575 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | ||
Current assets: | ||||
Cash | $ 38,200 | $ 54,100 | [1] | |
Accounts receivable, net of allowance for doubtful accounts of $460,100 and $460,100, respectively | 1,261,400 | 692,400 | [1] | |
Notes receivable, net | 306,100 | 184,600 | [1] | |
Prepaid expenses and other current assets | 492,900 | 340,900 | [1] | |
Total current assets | 2,098,600 | 1,272,000 | [1] | |
Property and equipment, net | 993,900 | 1,296,400 | [1] | |
Intangible assets, net | 546,000 | 623,100 | [1] | |
Notes receivable, net of current portion | 227,000 | 542,900 | [1] | |
Other assets | 29,900 | 16,500 | [1] | |
TOTAL ASSETS | 3,895,400 | 3,750,900 | [1] | |
Current liabilities: | ||||
Accounts payable | 1,726,300 | 1,436,900 | [1] | |
Accrued liabilities | 1,358,200 | 1,307,600 | [1] | |
Revenue contract liabilities | 739,600 | 227,300 | [1] | |
Deferred revenue | 129,800 | 304,200 | [1] | |
Payroll taxes payable | 1,014,200 | 997,700 | [1] | |
Customer deposits | 1,600 | 21,600 | [1] | |
Current portion of notes payable and capital lease obligations | 2,434,600 | 2,166,300 | [1] | |
Notes payable - related parties, including accrued interest | 11,800 | 11,800 | [1] | |
Total current liabilities | 7,416,100 | 6,473,400 | [1] | |
Deferred revenue, non-current | 71,400 | 113,100 | [1] | |
Notes payable and capital lease obligations, net of current portion | 659,800 | 504,300 | [1] | |
Total liabilities | 8,147,300 | 7,090,800 | [1] | |
Commitments and contingencies | ||||
Stockholders' Equity: | ||||
Common stock; $.001 par value; 70,000,000 shares authorized; 61,103,575 and 56,528,575 shares issued, issuable** and outstanding 2018 and 2017, respectively | [2] | 61,100 | 56,500 | [1] |
Common stock subscribed | 25,000 | 25,000 | [1] | |
Additional paid-in capital | 22,449,300 | 20,790,700 | [1] | |
Stock subscription receivable | (25,000) | (25,000) | [1] | |
Accumulated deficit | (24,301,900) | (21,471,900) | [1] | |
Total stockholders' equity | (1,791,500) | (624,700) | [1] | |
Non-controlling interest | (2,460,400) | (2,715,200) | [1] | |
Total equity | (4,251,900) | (3,339,900) | [1] | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 3,895,400 | $ 3,750,900 | [1] | |
[1] | These numbers were derived from the audited financial statements for the year ended December 31, 2017. | |||
[2] | Includes 3,110,000 and 190,000 shares issuable at September 30, 2018 and December 31, 2017, respectively, per terms of short-term notes. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 460,100 | $ 460,100 |
Preferred stock, par value (in dollars per shares) | $ .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) | $ .001 | $ 0.001 |
Common stock, authorized | 70,000,000 | 70,000,000 |
Common stock, issued | 61,103,575 | 56,528,575 |
Common stock, outstanding | 61,103,575 | 56,528,575 |
Common stock share issuable | 3,110,000 | 190,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||
Revenue: | ||||||
Products | $ 797,400 | $ 717,300 | $ 3,216,600 | $ 4,268,800 | ||
Services | 795,500 | 413,000 | 2,515,500 | 1,803,000 | ||
Licensing | 93,600 | 453,100 | 279,000 | 596,900 | ||
Total revenue | 1,686,500 | 1,583,400 | [1] | 6,011,100 | 6,668,700 | [1] |
Operating expenses: | ||||||
Products costs | 652,200 | 506,700 | 2,120,000 | 2,912,800 | ||
Services costs | 827,800 | 561,100 | 2,420,900 | 2,069,600 | ||
Solid waste costs | 4,000 | 345,500 | 29,700 | 455,800 | ||
General and administrative expenses | 433,300 | 783,800 | 1,576,700 | 2,077,500 | ||
Salaries and related expenses | 540,600 | 548,300 | 1,536,000 | 1,587,500 | ||
Total operating expenses | 2,457,900 | 2,745,400 | 7,683,300 | 9,103,200 | ||
Loss from operations | (771,400) | (1,162,000) | (1,672,200) | (2,434,500) | ||
Other income (expense): | ||||||
Interest income | 21,700 | |||||
Interest expense | (453,000) | (256,000) | (1,432,600) | (1,212,500) | ||
Gain on debt extinguishment | 128,000 | 128,000 | ||||
Other | (400) | 40,000 | 38,900 | 34,100 | ||
Total non-operating expense, net | (325,400) | (216,000) | (1,244,000) | (1,178,400) | ||
Loss from continuing operations | (1,096,800) | (1,378,000) | [1] | (2,916,200) | (3,612,900) | [1] |
Discontinued operations, net of tax | 215,400 | 693,700 | ||||
Gain on sale of rail operations | 2,672,900 | 41,000 | 2,672,900 | |||
Discontinued operations, net of tax | 2,888,300 | 41,000 | 3,366,600 | |||
Loss before earnings from equity method joint ventures | (1,096,800) | 1,510,300 | (2,875,200) | (246,300) | ||
Income from equity method joint ventures | ||||||
Net loss | (1,096,800) | 1,510,300 | (2,875,200) | (246,300) | ||
Less: Net loss attributable to non-controlling interest | (24,400) | (23,900) | (45,200) | (115,100) | ||
Net loss attributable to SEER common stockholders | $ (1,072,400) | $ 1,534,200 | $ (2,830,000) | $ (131,200) | ||
Net loss per share from continuing operations | $ (.02) | $ (.02) | $ (.05) | $ (.06) | ||
Discontinued operations | 0.05 | 0.06 | ||||
Net income (loss) per share, basic and diluted (in dollars per share) | $ (.02) | $ 0.03 | $ (.05) | [2] | ||
Weighted average shares outstanding - basic and diluted (in shares) | 60,285,314 | 55,457,053 | 58,474,271 | 54,902,947 | ||
[1] | Excludes discontinued operations. | |||||
[2] | Less than $0.01 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | ||||
Cash flows from operating activities: | |||||
Net loss | $ (2,875,200) | $ (246,300) | |||
Income from discontinued operations | 41,000 | 3,366,600 | |||
Loss from continuing operations | (2,916,200) | (3,612,900) | [1] | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Depreciation and amortization | [2] | 395,300 | 595,300 | [1] | |
Stock-based compensation expense | 87,300 | 94,000 | |||
Stock issued for services | 115,000 | ||||
Non-cash expense for interest, common stock issued for debt penalty | 1,168,900 | 1,009,000 | |||
Amortization of note discount | (29,600) | ||||
Non-cash expense for interest, warrants - accretion of debt discount | (35,500) | 6,200 | |||
Non-cash expense for extension of warrants | 114,900 | ||||
Non-cash expense for issuance of warrants | 174,000 | ||||
Gain on settlement | (102,300) | ||||
Gain on debt extinguishment | (128,000) | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (569,000) | 254,300 | |||
Costs in Excess of billings on uncompleted contracts | 13,600 | ||||
Prepaid expenses and other assets | 205,100 | 160,500 | |||
Accounts payable and accrued liabilities | 320,000 | (278,700) | |||
Revenue contract liabilities | 512,300 | (490,700) | |||
Deferred revenue | (216,100) | (127,900) | |||
Payroll taxes payable | 16,500 | (1,300) | |||
Net cash used by operating activities | (1,074,000) | (2,192,000) | |||
Cash flows from investing activities: | |||||
Purchase of property and equipment | (15,600) | (240,800) | |||
Proceeds (purchase) of intangibles | (100) | (15,500) | |||
Proceeds from sale of discontinued operations, net of costs | 2,285,500 | ||||
Distributions for notes receivable | (300,000) | ||||
Proceeds from notes receivable | 224,000 | ||||
Net cash provided by investing activities | 208,300 | 1,729,200 | |||
Cash flows from financing activities: | |||||
Payments of notes and capital lease obligations | (761,200) | (980,900) | |||
Proceeds from short-term notes | 850,000 | 750,000 | |||
Proceeds from warrant extensions | 148,600 | ||||
Proceeds from outside minority investment in new subsidiary | 300,000 | ||||
Proceeds from the sale of common stock and warrants, net of expenses | 420,000 | ||||
Net cash provided by (used in) financing activities | 808,800 | (82,300) | |||
Net cash flows from discontinued operations | 41,000 | 461,400 | |||
Net decrease in cash | (15,900) | (83,700) | |||
Cash at the beginning of period | 54,100 | [3] | 233,200 | ||
Cash at the end of period | 38,200 | 149,500 | |||
Supplemental disclosures of cash flow information: | |||||
Cash paid for interest | 48,800 | 197,600 | |||
Financing of prepaid insurance premiums | $ 373,900 | $ 438,300 | |||
[1] | Excludes discontinued operations. | ||||
[2] | Includes depreciation of property, equipment and leasehold improvement and amortization of intangibles. | ||||
[3] | These numbers were derived from the audited financial statements for the year ended December 31, 2017. |
ORGANIZATION AND FINANCIAL COND
ORGANIZATION AND FINANCIAL CONDITION | 9 Months Ended |
Sep. 30, 2018 | |
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 three wholly-owned subsidiaries in continuing operations, and three majority-owned subsidiaries; all of which together provide technology solutions and services to companies primarily in the oil and gas, refining, landfill, food, beverage & agriculture and renewable fuel industries. The three wholly-owned subsidiaries include: 1) REGS, LLC (d/b/a Resource Environmental Group Services (“REGS”)) provides industrial and proprietary cleaning services to refineries, oil fields and other private and governmental entities; 2) 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.; 3) SEER Environmental Materials, LLC,(“SEM”), a materials technology company focused on development of cost-effective chemical absorbents. The three majority-owned subsidiaries are; 1) Paragon Waste Solutions, LLC ("PWS"), 2) ReaCH4Biogas ("Reach"), and 3) PelleChar, LLC (“PelleChar”). PWS is currently owned 54% by SEER (see Note 8), Reach is owned 85% by SEER, and PelleChar is owned 90% 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 September 30, 2018 and 2017. PelleChar was established in September 2018 and is currently owned 90% by SEER. Pellechar has secured third-party pellet manufacturing capabilities from one of the nation’s premier pellet manufacturers. Working closely with Biochar Now, LLC, Pellechar intends to commence sales in early 2019 of its proprietary pellets containing the proven and superior Biochar Now product starting with the landscaping and big agriculture markets. At this time, Pellechar is the only company able to offer a soil amendment pellet containing the Biochar Now product that is produced using the patented pyrolytic process. PelleChar’s activity for the quarter ended September 30, 2018 was limited to formation and initial capitalization only. Principals of Consolidation The accompanying consolidated financial statements include the accounts of SEER, its wholly-owned subsidiaries, REGS, MV and SEM and its majority-owned subsidiaries PWS, Reach and PelleChar, 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 an accumulated deficit of approximately $24.3 million as of September 30, 2018, and $21.5 million as of December 31, 2017. For the nine months ended September 30, 2018 and 2017 we had net losses from continuing operations before adjustment for losses attributable to non-controlling interest of approximately $2.9 million and $3.6 million, respectively. As of September 30, 2018 and December 31, 2017 our current liabilities exceed our current assets by approximately $5.3 million and $5.2 million, respectively. The Company has limited common shares available for issue which may limit the ability to raise capital or settle debt through issuance of shares. These factors raise substantial doubt about the ability of the Company to continue to operate as a going concern for a period of at least one year after the date of the issuance of our audited financial statements for the period ended December 31, 2017. Realization of a major portion of our assets as of September 30, 2018 and December 31, 2017, 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. In addition, we have undertaken a number of specific steps to continue to operate as a going concern. We continue to focus on developing organic growth in our operating companies, diversifying our service customer base and market concentrations 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 through our joint ventures and licensees our CoronaLux™ waste destruction units. We have increased our business development efforts to address opportunities identified in expanding domestic markets attributable to increased federal and state emission control regulations (particularly in the nation’s oil and gas fields) and a growing demand for energy conservation and renewable energies. In addition, the Company is evaluating various forms of financing that may be available to it. 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 Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on April 17, 2018 for the years ended December 31, 2017 and 2016. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
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 loss. Revenue Recognition In May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance, including industry-specific guidance. The underlying principle of the guidance is to recognize revenue to depict the transfer of goods or services to customers at an amount to which the company expects to be entitled in exchange for those goods or services. The new guidance requires an evaluation of revenue arrangements with customers following a five-step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the company satisfies each performance obligation. Revenues are recognized when control of the promised services are transferred to the customers in an amount that reflects the expected consideration in exchange for those services. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the services. Other major provisions of the guidance include capitalization of certain contract costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have any material impact on the Company’s consolidated condensed financial statements (see Note 3). 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 $600 and $3,900 for the nine months ended September 30, 2018 and 2017, 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 nine months ended September 30, 2018 and 2017 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 September 30, 2018 and December 31, 2017. 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, 2017. The tax periods for the years ending December 31, 2011 through 2017 are open to examination by federal and state authorities. Recently issued accounting pronouncements Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASU’s) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all new or revised ASU’s. Leases In February 2016, the FASB issued guidance on lease accounting that supersedes the current guidance on leases. The new guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. The new guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption of the amendments in the guidance is permitted. The Company’s minimum lease commitments for operating leases as of September 30, 2018 was approximately $249,800. The Company is currently evaluating the impact of the guidance on its consolidated condensed financial statements. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 3 – REVENUE The Company adopted the provisions of the guidance in the new revenue standard under ASC 606 effective January 1, 2018 applying the modified retrospective method to all contracts. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue recognition guidance, while prior period amounts are not adjusted and continue to be reported in accordance with the historic accounting under previous revenue recognition guidance. The adoption of this guidance did not have any material impact on the Company’s consolidated condensed financial statements. There was no impact to net revenue for the quarter ended September 30, 2018 as a result of applying the new revenue recognition guidance. Products Revenue Product revenue generated from contracts with customers, for the manufacture of products for the removal and treatment of hazardous vapor and gasses. Total estimated revenue includes all of the following: (1) the basic contract price, (2) contract options, and (3) change orders. Once contract performance is underway, we may experience changes in conditions, client requirements, specifications, designs, materials and expectations regarding the period of performance. Such changes are “change orders” and may be initiated by us or by our clients. In many cases, agreement with the client as to the terms of change orders is reached prior to work commencing; however, sometimes circumstances require that work progress without obtaining client agreement. Revenue related to change orders is recognized as costs are incurred if it is probable that costs will be recovered by changing the contract price. The Company does not incur pre-contract costs. Under the new revenue recognition guidance, we found no change in the manner we recognize product revenue. Provisions for estimated losses on uncompleted contracts are recorded in the period in which the losses are identified and included as additional loss. Provisions for estimated losses on contracts are shown separately as liabilities on the balance sheet, if significant, except in circumstances in which related costs are accumulated on the balance sheet, in which case the provisions are deducted from the accumulated costs. A provision as a liability is reported as a current liability. We include in current assets and current liabilities amounts related to contracts realizable and payable. Costs and estimated earnings in excess of billings on uncompleted contracts represent the excess of contract costs and profits recognized to date over billings to date and are recognized as a current asset. Revenue contract liabilities represent the excess of billings to date over the amount of contract costs and profits recognized to date and are recognized as a current liability. Products revenue also includes media sales which are recognized as the product is shipped to the customer for use. Services Revenue Our services revenue is primarily comprised of services related to industrial cleaning and mobile railcar cleaning, which we recognize as services are rendered. Solid Waste Revenue The Company’s revenues from waste destruction licensing agreements are recognized as a single accounting unit over the term of the license. Revenue from joint venture operations of the Company’s CoronaLux™ units is recognized as the revenue is earned by the joint venture. Revenue from management services is recognized as services are performed. Disaggregation of Revenue Three Months Ended September 30, 2018 Industrial Cleaning Environmental Solutions Solid Waste Total Sources of Revenue Industrial cleaning services $ 717,100 $ — $ — $ 717,100 Mobile rail car cleaning services 78,400 — — 78,400 Product sales — 495,100 — 495,100 Media sales — 302,300 — 302,300 Licensing fees — — 33,600 33,600 Operating fees — — 10,000 10,000 Management fees — — 50,000 50,000 Total Revenue $ 795,500 $ 797,400 $ 93,600 $ 1,686,500 Three Months Ended September 30, 2017 Industrial Cleaning Environmental Solutions Solid Waste Total Sources of Revenue Industrial cleaning services $ 413,000 $ — $ — $ 413,000 Product sales — 248,600 — 248,600 Media sales — 468,700 — 468,700 Licensing fees — — 33,700 33,700 One time sales — — 392,400 392,400 Operating fees — — 27,000 27,000 Total Revenue $ 413,000 $ 717,300 $ 453,100 $ 1,583,400 Nine Months Ended September 30, 2018 Industrial Cleaning Environmental Solutions Solid Waste Total Sources of Revenue Industrial cleaning services $ 1,466,300 $ — $ — $ 1,466,300 Mobile rail car cleaning services 1,049,200 — — 1,049,200 Product sales — 1,593,400 — 1,593,400 Media sales — 1,623,200 — 1,623,200 Licensing fees — — 101,000 101,000 Operating fees — — 28,000 28,000 Management fees — — 150,000 150,000 Total Revenue $ 2,515,500 $ 3,216,600 $ 279,000 $ 6,011,100 Nine Months Ended September 30, 2017 Industrial Cleaning Environmental Solutions Solid Waste Total Sources of Revenue Industrial cleaning services $ 1,803,000 $ — $ — $ 1,803,000 Product sales — 3,367,400 — 3,367,400 Media sales — 901,400 — 901,400 Licensing fees — — 127,900 127,900 One time sales — — 392,400 392,400 Operating fees — — 76,600 76,600 Total Revenue $ 1,803,000 $ 4,268,800 $ 596,900 $ 6,668,700 Contract Balances Where a performance obligation has been satisfied but not yet invoiced at the reporting date, a contract asset is recognized on the balance sheet. Where a performance obligation has not yet been satisfied but an invoice has been raised at the reporting date, a contract liability is recognized on the balance sheet. The opening and closing balances of the Company’s accounts receivables and contract liabilities (current and non-current) are as follows: Contract Liabilities Accounts Revenue Deferred Deferred Balance as of September 30, 2018 $ 1,261,400 $ 739,600 $ 129,800 $ 71,400 Balance as of December 31, 2017 692,400 227,300 304,200 113,100 Increase (decrease) $ 569,000 $ 512,300 ($ 174,400 ) ($ 41,700 ) The majority of the Company’s revenue is generally invoiced on a weekly or monthly basis, and the payments are generally received within approximately 30-60 days. Deferred revenue is recorded when cash payments are received or due in advance of the Company’s performance, including amounts that are refundable. Remaining Performance Obligations As of September 30, 2018, the aggregate amount of the transaction price allocated to the remaining performance obligations was approximately $940,800, of which the Company expects to recognize revenue of approximately 96% over the next 24 months, including 92% over the next 12 months. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected term of one year or less and (ii) contracts for which the Company recognizes revenue at the amounts to which it has the right to invoice for services performed. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment was comprised of the following: September 30, December 31, Field and shop equipment $ 2,227,700 $ 2,213,200 Vehicles 690,000 690,000 Waste destruction equipment, placed in service 627,800 627,800 Furniture and office equipment 312,100 311,000 Leasehold improvements 10,000 10,000 Building and improvements 21,200 21,200 Land 162,900 162,900 4,051,700 4,036,100 Less: accumulated depreciation and amortization (3,057,800 ) (2,739,700 ) Property and equipment, net $ 993,900 $ 1,296,400 Depreciation expense for the three months ended September 30, 2018 and 2017 was $88,800 and $165,900, respectively and for the nine months ended September 30, 2018 and 2017 was $318,100 and $485,800, respectively. For the three months ended September 30, 2018 depreciation expense included in cost of goods sold and selling, general and administrative expenses was $70,700 and $18,100 respectively. For the nine months ended September 30, 2018 depreciation expense included in cost of goods sold and selling, general and administrative expenses was $263,200 and $54,900, respectively. For the three months ended September 30, 2017 depreciation expense included in cost of goods sold and selling, general and administrative expenses was $136,600 and $29,300 respectively. For the nine months ended September 30, 2017 depreciation expense included in cost of goods sold and selling, general and administrative expenses was $407,500 and $78,300, respectively. Accumulated depreciation on leased CoronaLux™ units included in accumulated depreciation and amortization above is $259,100 and $422,500 as of September 30, 2018 and 2017, respectively. Property and equipment included the following amounts for leases that have been capitalized at: September 30, December 31, 2018 2017 Vehicles, field and shop equipment $ 407,100 $ 407,100 Less: accumulated amortization (284,100 ) (232,200 ) $ 123,000 $ 174,900 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible assets were comprised of the following: September 30, 2018 Gross carrying Accumulated Net carrying Goodwill $ 277,800 $ — $ 277,800 Customer list 42,500 (42,500 ) — Technology 1,090,500 (822,300 ) 268,200 Trade name 54,900 (54,900 ) — $ 1,465,700 $ (919,700 ) $ 546,000 December 31, 2017 Gross carrying Accumulated Net carrying Goodwill $ 277,800 $ — $ 277,800 Customer list 42,500 (42,500 ) — Technology 1,090,500 (745,200 ) 345,300 Trade name 54,900 (54,900 ) — $ 1,465,700 $ (842,600 ) $ 623,100 The estimated useful lives of the intangible assets range from seven to ten years. Amortization expense was $24,800 and $24,400 for the three months ended September 30, 2018 and 2017, respectively and $77,200 and $109,500 for the nine months ended September 30, 2018 and 2017, respectively. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 6 – ACCRUED LIABILITIES Accrued liabilities were comprised of the following: September 30, December 31, Accrued compensation and related taxes $ 572,500 $ 608,000 Accrued interest 281,900 105,700 Warranty and defect claims 64,100 71,700 Other 439,700 522,200 Total Accrued Liabilities $ 1,358,200 $ 1,307,600 |
UNCOMPLETED CONTRACTS
UNCOMPLETED CONTRACTS | 9 Months Ended |
Sep. 30, 2018 | |
Contractors [Abstract] | |
UNCOMPLETED CONTRACTS | NOTE 7 – UNCOMPLETED CONTRACTS Costs, estimated earnings and billings on uncompleted contracts are as follows: September 30, December 31, 2018 2017 Revenue Recognized $ — $ — Less: Billings to date — — Costs and estimated earnings in excess of billings on uncompleted contracts $ — $ — Billings to date $ 4,117,300 $ 2,875,500 Revenue recognized (3,377,700 ) (2,648,200 ) Revenue contract liabilities $ 739,600 $ 227,300 |
INVESTMENT IN PARAGON WASTE SOL
INVESTMENT IN PARAGON WASTE SOLUTIONS LLC | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
INVESTMENT IN PARAGON WASTE SOLUTIONS LLC | NOTE 8 – INVESTMENT IN PARAGON WASTE SOLUTIONS LLC Since its inception through September 30, 2018, we have provided approximately $6.4 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. Payments received for non-refundable licensing and placement fees have been recorded as deferred revenue in the accompanying consolidated balance sheets at September 30, 2018 and December 31, 2017 and are recognized as revenue ratably over the term of the contract. |
PAYROLL TAXES PAYABLE
PAYROLL TAXES PAYABLE | 9 Months Ended |
Sep. 30, 2018 | |
Payroll Taxes Payable | |
PAYROLL TAXES PAYABLE | NOTE 9 – 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. The Company is currently in discussions with the IRS regarding the unpaid payroll taxes. As of September 30, 2018, and December 31, 2017, the outstanding balance due to the IRS was $1,014,200, and $997,700, respectively. Other than this outstanding payroll tax matter arising in 2009 and 2010, all state and federal taxes have been paid by REGS in a timely manner. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 10 – DEBT Debt as of September 30, 2018 and December 31, 2017, was comprised of the following: 2018 2017 Convertible notes payable, interest at 8% per annum, unpaid principal and interest maturing 3 years from note date between August 2018 and October 2019, convertible into common stock at the option of the lenders at a rate of $0.70 per share; one convertible note for $250,000 has a personal guarantee of an officer of the Company. The notes that matured in August 2018, were subsequently extended by one year to August 2019. 1,605,000 1,605,000 Debt discount (1,200 ) (7,200 ) Secured short term note payable dated September 13, 2017 with principal and interest due 60 days from issuance. The note requires a one-time fee in the amount of $15,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $1,500 shall be due and owing accruing on the first day of the week. The total one time fee paid was $24,000. A fee of 100,000 shares of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note is outstanding past the original maturity date for months 3 through 6, and a fee of 200,000 shares of restricted common stock shall be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity date beginning in month 7 until paid in full. The note is secured by the future sale of CoronaLux™ units and a personal guarantee of an officer of the Company. The penalty period for shares to be issued has been reached and for the nine months ended September 30, 2018 and the year ended December 31, 2017, the Company recorded 1,550,000 shares and 150,000 shares of its common stock as issuable under the terms of this agreement, respectively. The shares were valued at $509,400 and $100,000 for the nine months ended September 30, 2018 and the year ended December 31, 2017, respectively, and were recorded as interest expense in the applicable period. Additional shares will be issued by the Company under the terms of the agreement (see Note 19). 300,000 300,000 Secured short term note payable dated October 13, 2017 with principal and interest due 60 days from issuance. The note requires a one-time fee in the amount of $4,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $400 shall be due and owing accruing on the first day of the week. The total one time fee paid was $6,400. A fee of 40,000 shares of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note is outstanding past the original maturity date for months 3 through 6, and a fee of 80,000 shares of restricted common stock shall be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity date beginning in month 7 until paid in full. The note is secured by the future sale of CoronaLux™ units and a personal guarantee of an officer of the Company. The penalty period for shares to be issued has been reached and for the nine months ended September 30, 2018 and the year ended December 31, 2017, however, the debt holder agreed to a reduced and fixed amount of penalty shares as of September 30, 2018, and the Company recorded 310,000 shares and 40,000 shares of its common stock, respectively, as issuable under the terms of this agreement. The shares were valued at $137,500 and $30,000 for the nine months ended September 30, 2018 and the year ended December 31, 2017, respectively, and were recorded as interest expense in the applicable period. No additional shares will be issued by the Company. The reduction of penalty shares was accounted for as debt extinguishment and a gain was recorded in the period. 100,000 100,000 Secured short term note payable dated November 6, 2017 with principal and interest due 60 days from issuance. The note requires a one-time fee in the amount of $5,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $400 shall be due and owing accruing on the first day of the week. The total one time fee paid was $7,400. A fee of 50,000 shares of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note is outstanding past the original maturity date for months 3 through 6, and a fee of 100,000 shares of restricted common stock shall be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity date beginning in month 7 until paid in full. The note is secured by the future sale of CoronaLux™ units and a personal guarantee of an officer of the Company. The penalty period for shares to be issued had not been reached as of December 31, 2017 but was reached as of September 30, 2018, however, the debt holder agreed to a reduced and fixed amount of penalty shares as of September 30, 2018. During the nine months ended September 30, 2018, the Company recorded 350,000 shares of its common stock as issuable under the terms of this agreement. The shares were valued at $153,900 recorded as interest expense. No additional shares will be issued by the Company. The reduction of penalty shares was accounted for as debt extinguishment and a gain was recorded in the period. 125,000 125,000 Note payable dated November 20, 2017, interest at 30% per annum, principal and accrued interest due on or before February 28, 2018. Unpaid interest at September 30, 2018 is approximately $14,900. The note is unsecured. During 2018, a verbal agreement was made to allow month-to-month extension of the due date as long as interest payments were made monthly. 300,000 300,000 Secured short term note payable dated January 26, 2018 with principal and interest due 60 days from issuance. The note requires a one-time fee in the amount of $12,500 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $1,250 shall be due and owing accruing on the first day of the week. The total one time fee paid was $17,500. A fee of 100,000 shares of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note is outstanding past the original maturity date for months 3 through 6, and a fee of 200,000 shares of restricted common stock shall be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity date beginning in month 7 until paid in full. The note is secured by the future sale of CoronaLux™ units and a personal guarantee of an officer of the Company. The penalty period for shares to be issued had not been reached as of December 31, 2017 but was reached as of September 30, 2018. This note was paid in full during the quarter ended September 30, 2018 and 700,000 of penalty shares were issued, valued at $200,000 recorded as interest. — — Note payable dated February 27, 2018 due on or before May 31, 2018 requiring a one-time fee in the amount of $25,000 to be paid as interest along with the principal in the due date. Because the note and interest were not paid on or before June 1, 2018, a fee of $5,000 is due and owing accruing on the first day of each month commencing June 1, 2018. The note is secured by all of the proceeds from the sale of SEM’s BioActive Media paid to or received by SEM or MV. This note was paid in full during the quarter ended September 30, 2018. Unpaid interest at September 30, 2018 is approximately $40,000. — — 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. 103,800 137,900 Note payable insurance premium financing, interest at 4.56% per annum, payable in 10 installments of $37,833, due November 1, 2018. 37,100 — Note payable dated July 13, 2018, interest at 20% per annum, payable July 13, 2021. No monthly payments are due for the first six months, commencing in month seven, principal and accrued interest will be amortized and payable over the remaining 30 months. The note is secured by all assets of SEM and personally guaranteed by an officer of the Company. A fee of 200,000 shares of restricted common stock was issuable at the time of funding. During the nine months ended September 30, 2018, the Company recorded 200,000 shares of its common stock as issuable under the terms of this agreement. The shares were valued at $44,000 recorded as debt discount. Unpaid interest at September 30, 2018 was approximately $21,600. 500,000 — Debt discount (41,600 ) — Capital lease obligations, secured by certain assets, maturing through Nov 2020 66,300 109,900 Total notes payable and capital lease obligations 3,094,400 2,670,600 Less: current portion (2,434,600 ) (2,166,300 ) Notes payable and capital lease obligations, long-term, including debt discount $ 659,800 $ 504,300 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS Notes payable, related parties Related parties accrued interest due to certain related parties as of September 30, 2018 and December 31, 2017 are as follows: 2018 2017 Accrued interest $ 11,800 $ 11,800 $ 11,800 $ 11,800 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 $101,000 for the nine months ended September 30, 2018 and $161,500 for the year ended December 31, 2017, as such, royalties of approximately $30,300 and $25,300 were due at September 30, 2018 and December 31, 2017, respectively. In October 2014, PWS and Medical Waste Services, LLC (“MWS”) formed a contractual joint venture to exploit the PWS medical waste destruction technology. In 2015, MWS licensed and installed a CoronaLux™ unit at an MWS facility, and subsequently received a limited permit to operate. Operations to date have included the destruction of medical waste. For the nine months ended September 30, 2018 and the year ended December 31, 2017, PWS has recorded $27,900 and $19,800 in income which represents their 50% interest in the net income of the joint venture, respectively. In addition, for the year ended December 31, 2017, PWS billed the joint venture approximately $57,000 in costs incurred on behalf of the joint venture. PWS did not incur any costs incurred on behalf of the joint venture for the nine months ended September 30, 2018. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 12 – DISCONTINUED OPERATIONS During the third quarter of 2017, we sold our fixed railcar cleaning division which included substantially all assets and liabilities of Tactical (except for cash) as well as three locations in REGS including Illinois, Maryland and Pennsylvania for a sales price of $2.4 million of proceeds received at the close on July 31, 2017, subject to an adjustment for working capital changes, and guaranteed payments of $1.1 million over the next three years. In addition, the Company is entitled to receive another $1.5 million based on the performance of the fixed railcar cleaning locations, also over the next three years. Accordingly, the revenue and expenses associated with the railcar cleaning locations are presented as “Discontinued operations” on our consolidated statement of operations and on our consolidated statement of cash flows for the nine months ending September 30, 2017. The sale was completed on July 31, 2017. In December 2017, the Company and the buyer signed Amendment No. 1 to the Asset Purchase Agreement which modified certain terms in the original asset purchase agreement providing for a reduction to the first guaranteed payment in the amount of $276,000 in exchange for immediate release of certain liabilities arising from the collection by the Company of certain trade receivables included in the sale. In May 2018, the buyer paid the Company $224,000 as completion of the first guaranteed payment plus an additional $41,000 for exceeding performance benchmarks. Major classes of line items constituting pretax loss on discontinued operations: For the Three Months Ending For the Nine Months Ending 2018 2017 2018 2017 Services revenue $ — $ 757,100 $ — $ 4,082,200 Services costs — 489,800 — 3,070,200 General and administrative expenses — 23,000 — 117,800 Salaries and related expenses — 27,700 — 208,900 Other (income) expense — 1,200 (41,000 ) (8,400 ) Total expenses — 541,700 (41,000 ) 3,388,500 Operating income — 215,400 41,000 693,700 Income tax benefit — — — — Total income from discontinued operations $ — $ 215,400 $ 41,000 $ 693,700 |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | NOTE 13 – EQUITY TRANSACTIONS 2018 During the nine months ended September 30, 2018, the Company sold 1,000,000 shares of $.001 par value common stock at $.30 per share in a private placement, receiving proceeds of $300,000. During the nine months ended September 30, 2018, the Company issued 140,000 shares of $.001 par value common stock at $.28 per share as a non-cash payment of accrued interest on a note payable valued at approximately $39,600. During the nine months ended September 30, 2018, the Company issued 200,000 shares of $.001 par value common stock at $.22 per share as a one-time fee for debt valued at approximately $44,000. During the nine months ended September 30, 2018, the Company recorded 2,910,000 shares of $.001 par value common stock as issuable to short-term note holders as required under their respective agreements. (See Note 10) During the nine months ended September 30, 2018, the Company sold 250,000 shares of $.001 par value common stock at $.48 per share in a private placement, receiving proceeds of $120,000. During the nine months ended September 30, 2018, the Company issued 75,000 shares of $.001 par value common stock at $.77 per share for services valued at approximately $58,000. 2017 During the nine months ended September 30, 2017, the Company issued 200,000 warrants, in connection with consulting services provided, exercisable for 5 years at $0.70 per share and valued at $31,300 using the Black Scholes valuation method. During the nine months ended September 30, 2017, the Company issued 300,000 shares of $.001 par value common stock valued at $174,000 in connection with a settlement agreement. (See Note 7) During the nine months ended September 30, 2017, the Company issued 300,000 shares of $.001 par value common stock valued at $189,000 in connection with the late payment penalty due on short-term notes. (See Note 9) During the nine months ended September 30, 2017, the Company recorded 700,000 shares of $.001 par value common stock valued at $475,000 as issuable to short-term note holders as required under their respective agreements. (See Note 9) During the nine months ended September 30, 2017, the Company issued 500,000 shares of $.001 par value common stock valued at $345,000 in connection with the late payment penalty due on short-term notes. (See Note 9) During the nine months ended September 30, 2017, the Company issued 13,496 shares of its $.001 par value common stock upon the cashless exercise of 166,666 common stock options. During the nine months ended September 30, 2017, the Company issued an option to purchase 1,000,000 shares of its $.001 par value common stock at a strike price of $1.00 to Richard Robertson in connection with his employment agreement dated January 9, 2017. At the date of issuance 100,000 shares vested immediately and the remaining 900,000 options vest over a period of four years in a series of 16 successive equal quarterly vesting of 56,250 options commencing March 31, 2017 and ending December 31, 2020. The Company used the Black Scholes option pricing model to estimate the fair value of the options granted at $102,354. The assumptions used in calculating such value include a risk-free interest rate of 1.89%, expected volatility of 36.87%, an expected life of 5.5 years and a dividend rate of 0. During the nine months ended September 30, 2017, the Company issued an option to purchase 1,000,000 shares of its $.001 par value common stock at a strike price of $0.70 to Don Moorhead in connection with his agreement dated May 1, 2017. The options vest over a period of two years in a series of 8 successive equal quarterly installments of 125,000 commencing July 1, 2017 and ending April 1, 2019. The Company used the Black Scholes option pricing model to estimate the fair value of the options granted at $231,514. The assumptions used in calculating such value include a risk-free interest rate of 1.84%, expected volatility of 39.17%, an expected life of 4.5 years and a dividend rate of 0. During the nine months ended September 30, 2017, the Company and certain warrant holders entered into agreements in which the Company agreed to extend the expiration date of then outstanding warrants by 12 months to acquire 2,966,191 shares of common stock of the Company. Certain warrant holders were offered the extensions at no additional cost to the warrant holder, while others agreed to pay the Company approximately $160,760 for the extensions. As of September 30, 2017, one of the warrant holders is making monthly payments with approximately $12,260 remaining outstanding. The Company recorded stock based compensation expense of $83,677 for those warrant holders granted extensions without compensation to the Company. 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. |
CUSTOMERS CONCENTRATIONS
CUSTOMERS CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
CUSTOMERS CONCENTRATIONS | NOTE 14 – CUSTOMER CONCENTRATIONS The Company had sales from operations to one customer for the three and nine months ended September 30, 2018 that represented approximately 20% and 17% of our total sales, respectively. For the three months ended September 30, 2017, the Company had sales from operations to one customer that represented approximately 17% of total sales. For the nine months ended September 30, 2017, the Company did not have sales representing more than 10% to any one customer. The concentration of the Company’s business with a relatively small number of customers may expose us to a material adverse effect if one or more of these large customers were to experience financial difficulty or were to cease being customer for non-financial related issues. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NOTE 15 – 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: Nine Months Ended 2018 2017 Warrants 5,125,100 8,861,441 Options 750,000 2,155,000 Convertible notes payable, including accrued interest 2,509,300 2,339,091 8,384,400 13,355,532 |
ENVIRONMENTAL MATTERS AND REGUL
ENVIRONMENTAL MATTERS AND REGULATION | 9 Months Ended |
Sep. 30, 2018 | |
Environmental Remediation Obligations [Abstract] | |
ENVIRONMENTAL MATTERS AND REGULATION | NOTE 16 – ENVIRONMENTAL MATTERS AND REGULATION Significant federal environmental laws affecting us are the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the “Superfund Act”, the Clean Air Act, the Clean Water Act and the Toxic Substances Control Act (“TSCA”). Pursuant to the EPA’s authorization of 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. |
SEGMENT INFORMATION AND MAJOR C
SEGMENT INFORMATION AND MAJOR CUSTOMERS | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION AND MAJOR CUSTOMERS | NOTE 17 – SEGMENT INFORMATION AND MAJOR CUSTOMERS The Company currently has identified three segments as follows: REGS Industrial Cleaning MV and SEM Environmental Solutions PWS Solid Waste Reach and PelleChar have had minimal operations through September 30, 2018. 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 September 30, 2018 and 2017 is as follows: 2018 Industrial Environmental Solid Cleaning Solutions Waste Corporate Total Revenue $ 795,500 $ 797,400 $ 93,600 $ — $ 1,686,500 Depreciation and amortization (1) 55,500 32,400 5,200 20,500 113,600 Interest expense 11,500 2,400 — 439,100 453 ,000 Stock-based compensation — — — 29,700 29,700 Net income (loss) (259,000 ) (163,100 ) (53,000 ) (621,700 ) (1,096,800 ) Capital expenditures (cash and noncash) — — — — — Total assets $ 1,114,400 $ 1,373,000 $ 574,300 $ 833,700 $ 3,895,400 2017 Industrial Environmental Solid Cleaning (2) Solutions Waste Corporate Total (3) Revenue $ 413,000 $ 717,300 $ 453,100 $ — $ 1,583,400 Depreciation and amortization (1) 87,800 37,000 33,500 28,300 186,600 Interest expense 5,400 3,300 — 247,300 256,000 Stock-based compensation — — — 37,200 37,200 Net income (loss) (319,900 ) (64,700 ) (53,200 ) (940,200 ) (1,378,000 ) Capital expenditures (cash and noncash) 179,100 — — — 179,100 Total assets $ 673,400 $ 1,749,800 $ 1,451,800 $ 1,802,900 $ 5,677,900 2018 Industrial Environmental Solid Cleaning Solutions Waste Corporate Total Revenue $ 2,515,500 $ 3,216,600 $ 279,000 $ — $ 6,011,100 Depreciation and amortization (1) 189,700 109,500 34,300 61,800 395,300 Interest expense 38,600 7,400 — 1,386,600 1,432,600 Stock-based compensation — — — 100,700 100,700 Net income (loss) (568,800 ) 294,400 (98,200 ) (2,543,600 ) (2,916,200 ) Capital expenditures (cash and noncash) — — — — — Total assets $ 1,114,400 $ 1,373,000 $ 574,300 $ 833,700 $ 3,895,400 2017 Industrial Environmental Solid Cleaning (2) Solutions Waste Corporate Total (3) Revenue $ 1,803,000 $ 4,268,800 $ 596,900 $ — $ 6,668,700 Depreciation and amortization (1) 257,700 153,400 108,700 75,500 595,300 Interest expense 17,800 12,300 100 1,182,300 1,212,500 Stock-based compensation — — — 94,000 94,000 Net income (loss) (789,100 ) 395,700 (252,100 ) (2,967,400 ) (3,612,900 ) Capital expenditures (cash and noncash) 239,500 1,300 — — 240,800 Total assets $ 673,400 $ 1,749,800 $ 1,451,800 $ 1,802,900 $ 5,677,900 (1) Includes depreciation of property, equipment and leasehold improvement and amortization of intangibles. (2) Includes mobile rail car cleaning and excludes locations classified as discontinued operations. (3) Excludes discontinued operations. |
LITIGATION
LITIGATION | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION | NOTE 18 – LITIGATION In January 2016, an employee of SEM was involved in a vehicle accident while on Company business. Various actions were filed by the claimants in both state and federal courts. In August 2016, an involuntary proceeding was commenced by one of the claimants against SEM under Chapter 7 of the Bankruptcy code. In September 2016, the case was converted to a Chapter 11 under the Bankruptcy code. During the pendency of all actions, SEM continued to manage its affairs and operate normally. In the fourth quarter of 2016, the parties reached a settlement concerning the distribution of insurance proceeds and all issues of liability. On March 27, 2017 the Bankruptcy Courts confirmed the dismissal of the SEM Chapter 11 case. As part of the bankruptcy proceedings, the Company reached a settlement with claimants and recorded an accrued litigation expense of $212,500 at December 31, 2016. It was agreed among the parties that all pending state and/or federal claims will be dismissed with prejudice. The accrued litigation outstanding at September 30, 2018 and December 31, 2017 was $133,333 and $133,333, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19 – SUBSEQUENT EVENTS As of November 14, 2018, the Company’s four short term notes for which the penalty period for shares to be issued has been reached. The Company has recorded 300,000 shares of its common stock as issuable under the terms of those agreements. The shares were valued at approximately $39,000 and are recorded as interest expense. Additional shares will be issued by the Company under the terms of the agreements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
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 loss. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance, including industry-specific guidance. The underlying principle of the guidance is to recognize revenue to depict the transfer of goods or services to customers at an amount to which the company expects to be entitled in exchange for those goods or services. The new guidance requires an evaluation of revenue arrangements with customers following a five-step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the company satisfies each performance obligation. Revenues are recognized when control of the promised services are transferred to the customers in an amount that reflects the expected consideration in exchange for those services. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the services. Other major provisions of the guidance include capitalization of certain contract costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have any material impact on the Company’s consolidated condensed financial statements (see Note 3). |
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 $600 and $3,900 for the nine months ended September 30, 2018 and 2017, 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 nine months ended September 30, 2018 and 2017 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 September 30, 2018 and December 31, 2017. 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, 2017. The tax periods for the years ending December 31, 2011 through 2017 are open to examination by federal and state authorities. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASU’s) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all new or revised ASU’s. Leases In February 2016, the FASB issued guidance on lease accounting that supersedes the current guidance on leases. The new guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. The new guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption of the amendments in the guidance is permitted. The Company’s minimum lease commitments for operating leases as of September 30, 2018 was approximately $249,800. The Company is currently evaluating the impact of the guidance on its consolidated condensed financial statements. |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregation of Revenue Three Months Ended September 30, 2018 Industrial Cleaning Environmental Solutions Solid Waste Total Sources of Revenue Industrial cleaning services $ 717,100 $ — $ — $ 717,100 Mobile rail car cleaning services 78,400 — — 78,400 Product sales — 495,100 — 495,100 Media sales — 302,300 — 302,300 Licensing fees — — 33,600 33,600 Operating fees — — 10,000 10,000 Management fees — — 50,000 50,000 Total Revenue $ 795,500 $ 797,400 $ 93,600 $ 1,686,500 Three Months Ended September 30, 2017 Industrial Cleaning Environmental Solutions Solid Waste Total Sources of Revenue Industrial cleaning services $ 413,000 $ — $ — $ 413,000 Product sales — 248,600 — 248,600 Media sales — 468,700 — 468,700 Licensing fees — — 33,700 33,700 One time sales — — 392,400 392,400 Operating fees — — 27,000 27,000 Total Revenue $ 413,000 $ 717,300 $ 453,100 $ 1,583,400 Nine Months Ended September 30, 2018 Industrial Cleaning Environmental Solutions Solid Waste Total Sources of Revenue Industrial cleaning services $ 1,466,300 $ — $ — $ 1,466,300 Mobile rail car cleaning services 1,049,200 — — 1,049,200 Product sales — 1,593,400 — 1,593,400 Media sales — 1,623,200 — 1,623,200 Licensing fees — — 101,000 101,000 Operating fees — — 28,000 28,000 Management fees — — 150,000 150,000 Total Revenue $ 2,515,500 $ 3,216,600 $ 279,000 $ 6,011,100 Nine Months Ended September 30, 2017 Industrial Cleaning Environmental Solutions Solid Waste Total Sources of Revenue Industrial cleaning services $ 1,803,000 $ — $ — $ 1,803,000 Product sales — 3,367,400 — 3,367,400 Media sales — 901,400 — 901,400 Licensing fees — — 127,900 127,900 One time sales — — 392,400 392,400 Operating fees — — 76,600 76,600 Total Revenue $ 1,803,000 $ 4,268,800 $ 596,900 $ 6,668,700 |
Contract Balances | The opening and closing balances of the Company’s accounts receivables and contract liabilities (current and non-current) are as follows: Contract Liabilities Accounts Revenue Deferred Deferred Balance as of September 30, 2018 $ 1,261,400 $ 739,600 $ 129,800 $ 71,400 Balance as of December 31, 2017 692,400 227,300 304,200 113,100 Increase (decrease) $ 569,000 $ 512,300 ($ 174,400 ) ($ 41,700 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property plant and equipment | Property and equipment was comprised of the following: September 30, December 31, Field and shop equipment $ 2,227,700 $ 2,213,200 Vehicles 690,000 690,000 Waste destruction equipment, placed in service 627,800 627,800 Furniture and office equipment 312,100 311,000 Leasehold improvements 10,000 10,000 Building and improvements 21,200 21,200 Land 162,900 162,900 4,051,700 4,036,100 Less: accumulated depreciation and amortization (3,057,800 ) (2,739,700 ) Property and equipment, net $ 993,900 $ 1,296,400 |
Schedule of capital leased assets | Property and equipment included the following amounts for leases that have been capitalized at: September 30, December 31, 2018 2017 Vehicles, field and shop equipment $ 407,100 $ 407,100 Less: accumulated amortization (284,100 ) (232,200 ) $ 123,000 $ 174,900 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets were comprised of the following: September 30, 2018 Gross carrying Accumulated Net carrying Goodwill $ 277,800 $ — $ 277,800 Customer list 42,500 (42,500 ) — Technology 1,090,500 (822,300 ) 268,200 Trade name 54,900 (54,900 ) — $ 1,465,700 $ (919,700 ) $ 546,000 December 31, 2017 Gross carrying Accumulated Net carrying Goodwill $ 277,800 $ — $ 277,800 Customer list 42,500 (42,500 ) — Technology 1,090,500 (745,200 ) 345,300 Trade name 54,900 (54,900 ) — $ 1,465,700 $ (842,600 ) $ 623,100 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities were comprised of the following: September 30, December 31, Accrued compensation and related taxes $ 572,500 $ 608,000 Accrued interest 281,900 105,700 Warranty and defect claims 64,100 71,700 Other 439,700 522,200 Total Accrued Liabilities $ 1,358,200 $ 1,307,600 |
UNCOMPLETED CONTRACTS (Tables)
UNCOMPLETED CONTRACTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Contractors [Abstract] | |
Schedule of uncompleted contracts | Costs, estimated earnings and billings on uncompleted contracts are as follows: September 30, December 31, 2018 2017 Revenue Recognized $ — $ — Less: Billings to date — — Costs and estimated earnings in excess of billings on uncompleted contracts $ — $ — Billings to date $ 4,117,300 $ 2,875,500 Revenue recognized (3,377,700 ) (2,648,200 ) Revenue contract liabilities $ 739,600 $ 227,300 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt as of September 30, 2018 and December 31, 2017, was comprised of the following: 2018 2017 Convertible notes payable, interest at 8% per annum, unpaid principal and interest maturing 3 years from note date between August 2018 and October 2019, convertible into common stock at the option of the lenders at a rate of $0.70 per share; one convertible note for $250,000 has a personal guarantee of an officer of the Company. The notes that matured in August 2018, were subsequently extended by one year to August 2019. 1,605,000 1,605,000 Debt discount (1,200 ) (7,200 ) Secured short term note payable dated September 13, 2017 with principal and interest due 60 days from issuance. The note requires a one-time fee in the amount of $15,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $1,500 shall be due and owing accruing on the first day of the week. The total one time fee paid was $24,000. A fee of 100,000 shares of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note is outstanding past the original maturity date for months 3 through 6, and a fee of 200,000 shares of restricted common stock shall be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity date beginning in month 7 until paid in full. The note is secured by the future sale of CoronaLux™ units and a personal guarantee of an officer of the Company. The penalty period for shares to be issued has been reached and for the nine months ended September 30, 2018 and the year ended December 31, 2017, the Company recorded 1,550,000 shares and 150,000 shares of its common stock as issuable under the terms of this agreement, respectively. The shares were valued at $509,400 and $100,000 for the nine months ended September 30, 2018 and the year ended December 31, 2017, respectively, and were recorded as interest expense in the applicable period. Additional shares will be issued by the Company under the terms of the agreement (see Note 19). 300,000 300,000 Secured short term note payable dated October 13, 2017 with principal and interest due 60 days from issuance. The note requires a one-time fee in the amount of $4,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $400 shall be due and owing accruing on the first day of the week. The total one time fee paid was $6,400. A fee of 40,000 shares of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note is outstanding past the original maturity date for months 3 through 6, and a fee of 80,000 shares of restricted common stock shall be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity date beginning in month 7 until paid in full. The note is secured by the future sale of CoronaLux™ units and a personal guarantee of an officer of the Company. The penalty period for shares to be issued has been reached and for the nine months ended September 30, 2018 and the year ended December 31, 2017, however, the debt holder agreed to a reduced and fixed amount of penalty shares as of September 30, 2018, and the Company recorded 310,000 shares and 40,000 shares of its common stock, respectively, as issuable under the terms of this agreement. The shares were valued at $137,500 and $30,000 for the nine months ended September 30, 2018 and the year ended December 31, 2017, respectively, and were recorded as interest expense in the applicable period. No additional shares will be issued by the Company. The reduction of penalty shares was accounted for as debt extinguishment and a gain was recorded in the period. 100,000 100,000 Secured short term note payable dated November 6, 2017 with principal and interest due 60 days from issuance. The note requires a one-time fee in the amount of $5,000 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $400 shall be due and owing accruing on the first day of the week. The total one time fee paid was $7,400. A fee of 50,000 shares of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note is outstanding past the original maturity date for months 3 through 6, and a fee of 100,000 shares of restricted common stock shall be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity date beginning in month 7 until paid in full. The note is secured by the future sale of CoronaLux™ units and a personal guarantee of an officer of the Company. The penalty period for shares to be issued had not been reached as of December 31, 2017 but was reached as of September 30, 2018, however, the debt holder agreed to a reduced and fixed amount of penalty shares as of September 30, 2018. During the nine months ended September 30, 2018, the Company recorded 350,000 shares of its common stock as issuable under the terms of this agreement. The shares were valued at $153,900 recorded as interest expense. No additional shares will be issued by the Company. The reduction of penalty shares was accounted for as debt extinguishment and a gain was recorded in the period. 125,000 125,000 Note payable dated November 20, 2017, interest at 30% per annum, principal and accrued interest due on or before February 28, 2018. Unpaid interest at September 30, 2018 is approximately $14,900. The note is unsecured. During 2018, a verbal agreement was made to allow month-to-month extension of the due date as long as interest payments were made monthly. 300,000 300,000 Secured short term note payable dated January 26, 2018 with principal and interest due 60 days from issuance. The note requires a one-time fee in the amount of $12,500 to compensate for the first two weeks of the term and each week thereafter (weeks 3-8) a fee of $1,250 shall be due and owing accruing on the first day of the week. The total one time fee paid was $17,500. A fee of 100,000 shares of restricted common stock shall be issued as a penalty for each month or prorated for any two-week portion of any month the note is outstanding past the original maturity date for months 3 through 6, and a fee of 200,000 shares of restricted common stock shall be issued to lender for each month or prorated for each two-week portion of any month the note is outstanding past the original maturity date beginning in month 7 until paid in full. The note is secured by the future sale of CoronaLux™ units and a personal guarantee of an officer of the Company. The penalty period for shares to be issued had not been reached as of December 31, 2017 but was reached as of September 30, 2018. This note was paid in full during the quarter ended September 30, 2018 and 700,000 of penalty shares were issued, valued at $200,000 recorded as interest. — — Note payable dated February 27, 2018 due on or before May 31, 2018 requiring a one-time fee in the amount of $25,000 to be paid as interest along with the principal in the due date. Because the note and interest were not paid on or before June 1, 2018, a fee of $5,000 is due and owing accruing on the first day of each month commencing June 1, 2018. The note is secured by all of the proceeds from the sale of SEM’s BioActive Media paid to or received by SEM or MV. This note was paid in full during the quarter ended September 30, 2018. Unpaid interest at September 30, 2018 is approximately $40,000. — — 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. 103,800 137,900 Note payable insurance premium financing, interest at 4.56% per annum, payable in 10 installments of $37,833, due November 1, 2018. 37,100 — Note payable dated July 13, 2018, interest at 20% per annum, payable July 13, 2021. No monthly payments are due for the first six months, commencing in month seven, principal and accrued interest will be amortized and payable over the remaining 30 months. The note is secured by all assets of SEM and personally guaranteed by an officer of the Company. A fee of 200,000 shares of restricted common stock was issuable at the time of funding. During the nine months ended September 30, 2018, the Company recorded 200,000 shares of its common stock as issuable under the terms of this agreement. The shares were valued at $44,000 recorded as debt discount. Unpaid interest at September 30, 2018 was approximately $21,600. 500,000 — Debt discount (41,600 ) — Capital lease obligations, secured by certain assets, maturing through Nov 2020 66,300 109,900 Total notes payable and capital lease obligations 3,094,400 2,670,600 Less: current portion (2,434,600 ) (2,166,300 ) Notes payable and capital lease obligations, long-term, including debt discount $ 659,800 $ 504,300 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of notes payable and accrued interest, related parties | Related parties accrued interest due to certain related parties as of September 30, 2018 and December 31, 2017 are as follows: 2018 2017 Accrued interest $ 11,800 $ 11,800 $ 11,800 $ 11,800 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of major classes of line items constituting pretax loss on discontinued operations | Major classes of line items constituting pretax loss on discontinued operations: For the Three Months Ending For the Nine Months Ending 2018 2017 2018 2017 Services revenue $ — $ 757,100 $ — $ 4,082,200 Services costs — 489,800 — 3,070,200 General and administrative expenses — 23,000 — 117,800 Salaries and related expenses — 27,700 — 208,900 Other (income) expense — 1,200 (41,000 ) (8,400 ) Total expenses — 541,700 (41,000 ) 3,388,500 Operating income — 215,400 41,000 693,700 Income tax benefit — — — — Total income from discontinued operations $ — $ 215,400 $ 41,000 $ 693,700 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of potentially dilutive securities | Potentially dilutive securities were comprised of the following: Nine Months Ended 2018 2017 Warrants 5,125,100 8,861,441 Options 750,000 2,155,000 Convertible notes payable, including accrued interest 2,509,300 2,339,091 8,384,400 13,355,532 |
SEGMENT INFORMATION AND MAJOR_2
SEGMENT INFORMATION AND MAJOR CUSTOMERS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Segment information for the three months ended September 30, 2018 and 2017 is as follows: 2018 Industrial Environmental Solid Cleaning Solutions Waste Corporate Total Revenue $ 795,500 $ 797,400 $ 93,600 $ — $ 1,686,500 Depreciation and amortization (1) 55,500 32,400 5,200 20,500 113,600 Interest expense 11,500 2,400 — 439,100 453 ,000 Stock-based compensation — — — 29,700 29,700 Net income (loss) (259,000 ) (163,100 ) (53,000 ) (621,700 ) (1,096,800 ) Capital expenditures (cash and noncash) — — — — — Total assets $ 1,114,400 $ 1,373,000 $ 574,300 $ 833,700 $ 3,895,400 2017 Industrial Environmental Solid Cleaning (2) Solutions Waste Corporate Total (3) Revenue $ 413,000 $ 717,300 $ 453,100 $ — $ 1,583,400 Depreciation and amortization (1) 87,800 37,000 33,500 28,300 186,600 Interest expense 5,400 3,300 — 247,300 256,000 Stock-based compensation — — — 37,200 37,200 Net income (loss) (319,900 ) (64,700 ) (53,200 ) (940,200 ) (1,378,000 ) Capital expenditures (cash and noncash) 179,100 — — — 179,100 Total assets $ 673,400 $ 1,749,800 $ 1,451,800 $ 1,802,900 $ 5,677,900 2018 Industrial Environmental Solid Cleaning Solutions Waste Corporate Total Revenue $ 2,515,500 $ 3,216,600 $ 279,000 $ — $ 6,011,100 Depreciation and amortization (1) 189,700 109,500 34,300 61,800 395,300 Interest expense 38,600 7,400 — 1,386,600 1,432,600 Stock-based compensation — — — 100,700 100,700 Net income (loss) (568,800 ) 294,400 (98,200 ) (2,543,600 ) (2,916,200 ) Capital expenditures (cash and noncash) — — — — — Total assets $ 1,114,400 $ 1,373,000 $ 574,300 $ 833,700 $ 3,895,400 2017 Industrial Environmental Solid Cleaning (2) Solutions Waste Corporate Total (3) Revenue $ 1,803,000 $ 4,268,800 $ 596,900 $ — $ 6,668,700 Depreciation and amortization (1) 257,700 153,400 108,700 75,500 595,300 Interest expense 17,800 12,300 100 1,182,300 1,212,500 Stock-based compensation — — — 94,000 94,000 Net income (loss) (789,100 ) 395,700 (252,100 ) (2,967,400 ) (3,612,900 ) Capital expenditures (cash and noncash) 239,500 1,300 — — 240,800 Total assets $ 673,400 $ 1,749,800 $ 1,451,800 $ 1,802,900 $ 5,677,900 (1) Includes depreciation of property, equipment and leasehold improvement and amortization of intangibles. (2) Includes mobile rail car cleaning and excludes locations classified as discontinued operations. (3) Excludes discontinued operations. |
ORGANIZATION AND FINANCIAL CO_2
ORGANIZATION AND FINANCIAL CONDITION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | ||||
Accumulated deficit | $ (24,301,900) | $ (24,301,900) | $ (21,471,900) | [1] | ||||
Net Loss from continuing operations | (1,096,800) | $ (1,378,000) | [2] | (2,916,200) | $ (3,612,900) | [2] | ||
Working capital deficit | $ 5,300,000 | 5,300,000 | 5,200,000 | |||||
Increase in short term debt | $ 268,000 | $ 289,000 | ||||||
Paragon Waste Solutions, LLC [Member] | ||||||||
Percentage ownership | 54.00% | 54.00% | ||||||
ReaCH4Biogas [Member] | ||||||||
Percentage ownership | 85.00% | 85.00% | 85.00% | 85.00% | ||||
Pelle Char LLC [Member] | ||||||||
Percentage ownership | 90.00% | 90.00% | ||||||
[1] | These numbers were derived from the audited financial statements for the year ended December 31, 2017. | |||||||
[2] | Excludes discontinued operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||
Research and development expenses | $ 600 | $ 3,900 |
Minimum lease commitments for operating leases | $ 249,800 |
REVENUE (Details)
REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||
Total Revenue | $ 1,686,500 | $ 1,583,400 | [1] | $ 6,011,100 | $ 6,668,700 | [1] |
Industrial Cleaning [Member] | ||||||
Total Revenue | 795,500 | 413,000 | [2] | 2,515,500 | 1,803,000 | [2] |
Environmental Solutions [Member] | ||||||
Total Revenue | 797,400 | 717,300 | 3,216,600 | 4,268,800 | ||
Solid Waste [Member] | ||||||
Total Revenue | 93,600 | 453,100 | 279,000 | 596,900 | ||
Industrial Cleaning Services [Member] | ||||||
Total Revenue | 707,100 | 413,000 | 1,466,300 | 1,803,000 | ||
Industrial Cleaning Services [Member] | Industrial Cleaning [Member] | ||||||
Total Revenue | 717,100 | 413,000 | 1,466,300 | 1,803,000 | ||
Mobile Rail Car Cleaning Services [Member] | ||||||
Total Revenue | 78,400 | 1,049,200 | ||||
Mobile Rail Car Cleaning Services [Member] | Industrial Cleaning [Member] | ||||||
Total Revenue | 78,400 | 1,049,200 | ||||
Product Sales [Member] | ||||||
Total Revenue | 495,100 | 248,600 | 1,593,400 | 3,367,400 | ||
Product Sales [Member] | Environmental Solutions [Member] | ||||||
Total Revenue | 495,100 | 248,600 | 1,593,400 | 3,367,400 | ||
Media Sales [Member] | ||||||
Total Revenue | 302,300 | 468,700 | 1,623,200 | 901,400 | ||
Media Sales [Member] | Environmental Solutions [Member] | ||||||
Total Revenue | 302,300 | 468,700 | 1,623,200 | 901,400 | ||
Licensing Fees [Member] | ||||||
Total Revenue | 33,600 | 33,700 | 101,000 | 127,900 | ||
Licensing Fees [Member] | Solid Waste [Member] | ||||||
Total Revenue | 33,600 | 33,700 | 101,000 | 127,900 | ||
Operating Fees [Member] | ||||||
Total Revenue | 10,000 | 27,000 | 28,000 | 76,600 | ||
Operating Fees [Member] | Solid Waste [Member] | ||||||
Total Revenue | 10,000 | 27,000 | 28,000 | 76,600 | ||
Management Fees [Member] | ||||||
Total Revenue | 50,000 | 150,000 | ||||
Management Fees [Member] | Solid Waste [Member] | ||||||
Total Revenue | $ 50,000 | $ 150,000 | ||||
One Time Sales [Member] | ||||||
Total Revenue | 392,400 | 392,400 | ||||
One Time Sales [Member] | Solid Waste [Member] | ||||||
Total Revenue | $ 392,400 | $ 392,400 | ||||
[1] | Excludes discontinued operations. | |||||
[2] | Includes mobile rail car cleaning and excludes locations classified as discontinued operations. |
REVENUE (Details 1)
REVENUE (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Contract Assets Balance | $ 1,261,400 | $ 692,400 |
Increase (decrease) in contract assets | 569,000 | |
Billings In Excess of Costs [Member] | ||
Contract Liabilities Balance | 739,600 | 227,300 |
Increase (decrease) in contract liabilities | 512,300 | |
Deferred Revenue [Member] | ||
Contract Liabilities Current Balance | 129,800 | 304,200 |
Contract Liabilities Non-Current Balance | 71,400 | $ 113,100 |
Increase (decrease) in contract liabilities | (174,400) | |
Increase (decrease) in contract liabilities - non current | $ (41,700) |
REVENUE (Details Narrative)
REVENUE (Details Narrative) | Sep. 30, 2018USD ($) |
Revenue from Contract with Customer [Abstract] | |
Transaction price allocated to performance obligation | $ 940,800 |
Revenue recognition over next 24 months (percent) | 96.00% |
Revenue recognition over next 12 months (percent) | 92.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 4,051,700 | $ 4,036,100 | |
Less: accumulated depreciation and amortization | (3,057,800) | (2,739,700) | |
Property and equipment, net | 993,900 | 1,296,400 | [1] |
Field and Shop Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,227,700 | 2,213,200 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 690,000 | 690,000 | |
Waste Destruction Equipment Placed In Service [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 627,800 | 627,800 | |
Furniture And Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 312,100 | 311,000 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 10,000 | 10,000 | |
Building and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 21,200 | 21,200 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 162,900 | $ 162,900 | |
[1] | These numbers were derived from the audited financial statements for the year ended December 31, 2017. |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details 1) - Assets Held under Capital Leases [Member] - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Vehicles, field and shop equipment | $ 407,100 | $ 407,100 |
Less: accumulated amortization | (284,100) | (232,200) |
Capital lease, net | $ 123,000 | $ 174,900 |
PROPERTY AND EQUIPMENT (Detai_3
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Depreciation expense | $ 88,800 | $ 165,900 | $ 318,100 | $ 485,800 |
CoronaLux Units [Member] | ||||
Accumulated depreciation | 259,100 | 422,500 | 259,100 | 422,500 |
Cost of Goods Sold [Member] | ||||
Depreciation expense | 70,700 | 136,600 | 263,200 | 407,500 |
Selling, General And Administrative Expense [Member] | ||||
Depreciation expense | $ 18,100 | $ 29,300 | $ 54,900 | $ 78,300 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 1,465,700 | $ 1,465,700 | |
Accumulated amortization | (919,700) | (842,600) | |
Net carrying value | 546,000 | 623,100 | [1] |
Goodwill [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 277,800 | 277,800 | |
Net carrying value | 277,800 | 277,800 | |
Customer List [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 42,500 | 42,500 | |
Accumulated amortization | (42,500) | (42,500) | |
Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 1,090,500 | 1,090,500 | |
Accumulated amortization | (822,300) | (745,200) | |
Net carrying value | 268,200 | 345,300 | |
Trade Name [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 54,900 | 54,900 | |
Accumulated amortization | $ (54,900) | $ (54,900) | |
[1] | These numbers were derived from the audited financial statements for the year ended December 31, 2017. |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Selling, General And Administrative Expense [Member] | ||||
Amortization expense | $ 24,800 | $ 24,400 | $ 77,200 | $ 109,500 |
Upper Range [Member] | ||||
Estimated useful lives of intangible assets | 10 years | |||
Lower Range [Member] | ||||
Estimated useful lives of intangible assets | 7 years |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued compensation and related taxes | $ 572,500 | $ 608,000 |
Accrued interest | 281,900 | 105,700 |
Warranty and defect claims | 64,100 | 71,700 |
Other | 439,700 | 522,200 |
Total Accrued Liabilities | $ 1,358,200 | $ 1,307,600 |
UNCOMPLETED CONTRACTS (Details)
UNCOMPLETED CONTRACTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Contractors [Abstract] | ||
Billings to date | $ 4,117,300 | $ 2,875,500 |
Revenue Recognized | (3,377,700) | (2,648,200) |
Billings in excess of costs and estimated earnings on uncompleted contracts | $ 739,600 | $ 227,300 |
INVESTMENT IN PARAGON WASTE S_2
INVESTMENT IN PARAGON WASTE SOLUTIONS LLC (Details Narrative) | 81 Months Ended |
Sep. 30, 2018USD ($) | |
Subsidiaries [Member] | |
Business Acquisition [Line Items] | |
Payment for funding of subsidiary | $ 6,400,000 |
PAYROLL TAXES PAYABLE (Details
PAYROLL TAXES PAYABLE (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
IRS [Member] | ||
Past due payroll taxes | $ 1,014,200 | $ 997,700 |
DEBT (Details)
DEBT (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($)$ / shares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)shares | Sep. 30, 2018USD ($)Number$ / sharesshares | Sep. 30, 2017USD ($)shares | ||
Debt Instrument [Line Items] | ||||||
Total notes payable and capital lease obligations | $ 3,094,400 | $ 2,670,600 | $ 3,094,400 | |||
Less: current portion | (2,434,600) | (2,166,300) | [1] | (2,434,600) | ||
Notes payable and capital lease obligations, long-term, including debt discount | 659,800 | 504,300 | [1] | 659,800 | ||
Interest expense - debt | 453,000 | $ 256,000 | $ 1,432,600 | $ 1,212,500 | ||
Number of shares issued during the period | shares | 300,000 | |||||
Short Term Note Payable September 13, 2017 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Sep. 13, 2017 | |||||
Long term debt, carrying amount | 300,000 | 300,000 | $ 300,000 | |||
Debt term | 60 days | |||||
One-time commitment fee due | 15,000 | $ 15,000 | ||||
One-time commitment fee paid | 24,000 | |||||
Recurring commitment fees | $ 1,500 | |||||
Shares to be issued per month if note outstanding months 3 through 6 | shares | 100,000 | |||||
Shares to be issued per month if notes outsatnding 7 months or longer | shares | 200,000 | |||||
Interest expense - debt | $ 100,000 | $ 509,400 | ||||
Issuance of common stock upon debt penalty (in shares) | shares | 150,000 | 1,550,000 | ||||
Short Term Note Payable October 13, 2017 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Oct. 13, 2017 | |||||
Long term debt, carrying amount | 100,000 | $ 100,000 | $ 100,000 | |||
Debt term | 60 days | |||||
One-time commitment fee due | 4,000 | $ 4,000 | ||||
One-time commitment fee paid | 6,400 | |||||
Recurring commitment fees | $ 400 | |||||
Shares to be issued per month if note outstanding months 3 through 6 | shares | 40,000 | |||||
Shares to be issued per month if notes outsatnding 7 months or longer | shares | 80,000 | |||||
Interest expense - debt | $ 30,000 | $ 137,500 | ||||
Issuance of common stock upon debt penalty (in shares) | shares | 40,000 | 310,000 | ||||
Short Term Note Payable November 6, 2017 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Nov. 6, 2017 | |||||
Long term debt, carrying amount | 125,000 | $ 125,000 | $ 125,000 | |||
Debt term | 60 days | |||||
One-time commitment fee due | 5,000 | $ 5,000 | ||||
One-time commitment fee paid | 7,400 | |||||
Recurring commitment fees | $ 400 | |||||
Shares to be issued per month if note outstanding months 3 through 6 | shares | 50,000 | |||||
Shares to be issued per month if notes outsatnding 7 months or longer | shares | 100,000 | |||||
Interest expense - debt | $ 153,900 | |||||
Issuance of common stock upon debt penalty (in shares) | shares | 350,000 | |||||
Short Term Note Payable January 26, 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Jan. 26, 2018 | |||||
Debt term | 60 days | |||||
One-time commitment fee due | 12,500 | $ 12,500 | ||||
One-time commitment fee paid | 17,500 | |||||
Recurring commitment fees | $ 1,250 | |||||
Shares to be issued per month if note outstanding months 3 through 6 | shares | 100,000 | |||||
Shares to be issued per month if notes outsatnding 7 months or longer | shares | 200,000 | |||||
Interest expense - debt | $ 200,000 | |||||
Issuance of common stock upon debt penalty (in shares) | shares | 700,000 | |||||
8% Convertible Secured Promissory Note due August 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt, carrying amount | $ 1,605,000 | 1,605,000 | $ 1,605,000 | |||
Interest rate | 8.00% | 8.00% | ||||
Debt term | 3 years | |||||
Debt, maturity date | Aug. 31, 2019 | |||||
Debt discount | $ (1,200) | (7,200) | $ (1,200) | |||
Debt conversion, price (in dollars per shares) | $ / shares | $ 0.70 | $ 0.70 | ||||
8% Convertible Secured Promissory Note due August 2018 [Member] | Lower Range [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt, maturity date | Aug. 1, 2018 | |||||
8% Convertible Secured Promissory Note due August 2018 [Member] | Upper Range [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt, maturity date | Oct. 31, 2019 | |||||
30% Secured Notes Payable Due February 28, 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Nov. 20, 2017 | |||||
Long term debt, carrying amount | $ 300,000 | 300,000 | $ 300,000 | |||
Interest payable | $ 14,900 | $ 14,900 | ||||
Interest rate | 30.00% | 30.00% | ||||
Debt, maturity date | Feb. 28, 2018 | |||||
8% Secured Notes Payable Due October 1, 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Oct. 13, 2015 | |||||
Long term debt, carrying amount | $ 103,800 | 137,900 | $ 103,800 | |||
Interest rate | 8.00% | 8.00% | ||||
Frequency of payments | Monthly | |||||
Payment amount | $ 4,562 | |||||
Number of installment payments | Number | 60 | |||||
Debt term | 60 months | |||||
Debt, maturity date | Oct. 1, 2020 | |||||
Capital lease obligations [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Capital lease obligation, carrying amount | $ 66,300 | $ 109,900 | $ 66,300 | |||
Secured Notes Payable Due May 31, 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Feb. 27, 2018 | |||||
One-time commitment fee due | 25,000 | $ 25,000 | ||||
Recurring commitment fees | 5,000 | |||||
Interest expense - debt | 40,000 | |||||
4.56% Notes Payable Due November 1, 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt, carrying amount | $ 37,100 | $ 37,100 | ||||
Interest rate | 4.56% | 4.56% | ||||
Payment amount | $ 37,833 | |||||
Number of installment payments | Number | 10 | |||||
20% Secured Notes Payable Due July 13, 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance date | Jul. 13, 2018 | |||||
Long term debt, carrying amount | $ 500,000 | $ 500,000 | ||||
Interest rate | 20.00% | 20.00% | ||||
Frequency of payments | Monthly | |||||
Number of installment payments | Number | 30 | |||||
Debt discount | $ (41,600) | $ (41,600) | ||||
Interest expense - debt | $ 44,000 | |||||
Number of shares issued during the period | shares | 200,000 | |||||
Unpaid interest | $ 21,600 | |||||
[1] | These numbers were derived from the audited financial statements for the year ended December 31, 2017. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |||
Accrued interest | $ 11,800 | $ 11,800 | |
Notes payable - related parties, including accrued interest | $ 11,800 | $ 11,800 | [1] |
[1] | These numbers were derived from the audited financial statements for the year ended December 31, 2017. |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2012 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||||||
Income from joint venture | $ (1,096,800) | $ 1,510,300 | $ (2,875,200) | $ (246,300) | ||
Paragon Waste Solutions, LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Income from joint venture | $ 27,900 | $ 19,800 | ||||
Percentage of net income in joint venture | 50.00% | |||||
Cost incurred for joint venture | 57,000 | |||||
Paragon Waste Solutions, LLC [Member] | Irrevocable License & Royalty Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of royalty revenue | 5.00% | |||||
Irrevocable License & Royalty Agreement with PWS [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party revenues | $ 101,000 | 161,500 | ||||
Royalties due | $ 30,300 | $ 30,300 | $ 25,300 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Services revenue | $ 757,100 | $ 4,082,200 | |
Services costs | 489,800 | 3,070,200 | |
General and administrative expenses | 23,000 | 117,800 | |
Salaries and related expenses | 27,700 | 208,900 | |
Other (income) expense | 1,200 | $ (41,000) | (8,400) |
Total expenses | 541,700 | (41,000) | 3,388,500 |
Operating income | 215,400 | 41,000 | 693,700 |
Total income from discontinued operations | $ 215,400 | $ 41,000 | $ 693,700 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
May 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Total gain on sale of rail operations | $ 2,672,900 | $ 41,000 | $ 2,672,900 | |
Railcar Cleaning [Member] | ||||
Proceeds from sale of railcar cleaning division | 2,400,000 | |||
Proceeds of guaranteed payments from sale of assets | $ 1,100,000 | |||
Term for guaranteed payments received (in years) | 3 years | |||
Performance based payment received | $ 41,000 | $ 1,500,000 | ||
First guaranteed payment | $ 224,000 |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Number of shares issued during the period | 300,000 | ||
Value of shares issued during the period | $ 189,000 | ||
Number of shares issued for services | 75,000 | ||
Share price (in dollars per share) | $ .77 | ||
Value of shares issued for services | $ 58,000 | ||
Number of shares issued upon debt conversion | 700,000 | ||
Common stock,par value (in dollars per share) | $ .001 | $ 0.001 | $ 0.001 |
Value of shares issued upon debt conversion | $ 475,000 | ||
Number of shares issued for late payment penalty | 500,000 | ||
Value of shares issued for late payment penalty | $ 345,000 | ||
Warrant [Member] | |||
Number of shares issued during the period | 200,000 | ||
Value of shares issued during the period | $ 31,300 | ||
Share price (in dollars per share) | $ 0.70 | ||
Exercisable contractual term | 5 years | ||
Settlement Agreement [Member] | |||
Number of shares issued during the period | 300,000 | ||
Value of shares issued during the period | $ 174,000 | ||
Share price (in dollars per share) | $ 0.001 | ||
Notes Payable [Member] | |||
Share price (in dollars per share) | $ 0.001 | ||
Shares issued for conversion of debt's accrued interest and principal | 140,000 | ||
Conversion price per share | $ 0.28 | ||
Debt converted to common stock | $ 39,600 | ||
One Time Fee [Member] | |||
Share price (in dollars per share) | $ 0.001 | ||
Shares issued for conversion of debt's accrued interest and principal | 200,000 | ||
Conversion price per share | $ 0.22 | ||
Debt converted to common stock | $ 44,000 | ||
Private Placement [Member] | |||
Number of shares issued during the period | 1,000,000 | ||
Value of shares issued during the period | $ 300,000 | ||
Share price (in dollars per share) | $ 0.001 |
EQUITY TRANSACTIONS (Details _2
EQUITY TRANSACTIONS (Details Narrative 1) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |||
Common stock, par value (in dollars per shares) | $ .001 | $ 0.001 | $ .001 | $ 0.001 | $ 0.001 | ||
Shares issuable per short-term note agreements | 2,010,000 | 500,000 | 2,010,000 | 500,000 | |||
Amount of penalty due on short-term notes | $ 350,000 | $ 350,000 | |||||
Shares issued in cashless exercise | 13,496 | ||||||
Number of shares issued during the period | 300,000 | ||||||
Value of shares issued during the period | $ 189,000 | ||||||
Stock based compensation expense | $ 29,700 | $ 37,200 | [1] | $ 100,700 | $ 94,000 | [1] | |
Warrants [Member] | |||||||
Number of shares issued during the period | 200,000 | ||||||
Value of shares issued during the period | $ 31,300 | ||||||
Warrants [Member] | Arrangement [Member] | |||||||
Expected life | 1 year | ||||||
Number of shares issued during the period | 2,966,191 | ||||||
Warrant extensions fees | $ 160,760 | ||||||
One Warrants Holders [Member] | Arrangement [Member] | |||||||
Monthly payments | 12,260 | ||||||
Stock based compensation expense | $ 83,677 | ||||||
Paragon Waste Solutions, LLC [Member] | |||||||
Non-controlling Interest | 46.00% | 46.00% | |||||
Stock Options [Member] | |||||||
Shares issued in cashless exercise | 166,666 | ||||||
Stock Options [Member] | Richard Robertson [Member] | |||||||
Options issued | 1,000,000 | ||||||
Exercise price of options issued | $ 1 | ||||||
Vesting terms of options | <font style="font: 10pt Times New Roman, Times, Serif">100,000 shares vested immediately and the remaining 900,000 options vest over a period of four years in a series of 16 successive equal quarterly vesting of 56,250 options commencing March 31, 2017 and ending December 31, 2020.</font></p>" id="sjs-F27"><p style="font: 10pt Times New Roman,serif; margin: 0pt 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">100,000 shares vested immediately and the remaining 900,000 options vest over a period of four years in a series of 16 successive equal quarterly vesting of 56,250 options commencing March 31, 2017 and ending December 31, 2020.</font></p> | ||||||
Shares vested on issuance of option | 100,000 | ||||||
Vesting period of options | 4 years | ||||||
Fair value of options at grant date | $ 102,354 | ||||||
Risk-free interest rate | 1.89% | ||||||
Expected volatility | 36.87% | ||||||
Expected life | 5 years 6 months | ||||||
Dividend rate | 0.00% | ||||||
Stock Options [Member] | Don Moorhead [Member] | |||||||
Options issued | 1,000,000 | ||||||
Exercise price of options issued | $ 0.001 | ||||||
Vesting terms of options | <font style="font: 10pt Times New Roman, Times, Serif">The options vest over a period of two years in a series of 8 successive equal quarterly installments of 125,000 commencing July 1, 2017 and ending April 1, 2019.</font></p>" id="sjs-F38"><p style="font: 12pt Times New Roman, Times, Serif; margin-right: 0; margin-left: 0"><font style="font: 10pt Times New Roman, Times, Serif">The options vest over a period of two years in a series of 8 successive equal quarterly installments of 125,000 commencing July 1, 2017 and ending April 1, 2019.</font></p> | ||||||
Vesting period of options | 2 years | ||||||
Fair value of options at grant date | $ 231,514 | ||||||
Risk-free interest rate | 1.84% | ||||||
Expected volatility | 39.17% | ||||||
Expected life | 4 years 6 months | ||||||
2018 Private Placement [Member] | |||||||
Number of shares issued during the period | 250,000 | ||||||
Value of shares issued during the period | $ 120,000 | ||||||
Price per share sold | $ 0.48 | $ 0.48 | |||||
[1] | Excludes discontinued operations. |
CUSTOMERS CONCENTRATIONS (Detai
CUSTOMERS CONCENTRATIONS (Details Narrative) - Revenue [Member] - Number | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue | 20.00% | 17.00% | 17.00% | 10.00% |
Number of customers | 1 | 1 | 1 | 1 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 8,384,400 | 13,355,532 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 5,125,100 | 8,861,441 |
Stock Compensation Plan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 750,000 | 2,155,000 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 2,509,300 | 2,339,091 |
SEGMENT INFORMATION AND MAJOR_3
SEGMENT INFORMATION AND MAJOR CUSTOMERS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||||
Segment Reporting Information [Line Items] | |||||||
Revenue | $ 1,686,500 | $ 1,583,400 | [1] | $ 6,011,100 | $ 6,668,700 | [1] | |
Depreciation and amortization | [2] | 113,600 | 186,600 | [1] | 395,300 | 595,300 | [1] |
Interest expense | 453,000 | 256,000 | [1] | 1,432,600 | 1,212,500 | [1] | |
Stock-based compensation | 29,700 | 37,200 | [1] | 100,700 | 94,000 | [1] | |
Net income (loss) | (1,096,800) | (1,378,000) | [1] | (2,916,200) | (3,612,900) | [1] | |
Capital expenditures (cash and noncash) | [1] | 179,100 | 240,800 | ||||
Total assets | 3,895,400 | 5,677,900 | [1] | 3,895,400 | 5,677,900 | [1] | |
Industrial Cleaning [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 795,500 | 413,000 | [3] | 2,515,500 | 1,803,000 | [3] | |
Depreciation and amortization | [2] | 55,500 | 87,800 | [3] | 189,700 | 257,700 | [3] |
Interest expense | 11,500 | 5,400 | [3] | 38,600 | 17,800 | [3] | |
Net income (loss) | (259,000) | (319,900) | [3] | (568,800) | (789,100) | [3] | |
Capital expenditures (cash and noncash) | [3] | 179,100 | 239,500 | ||||
Total assets | 1,114,400 | 673,400 | [3] | 1,114,400 | 673,400 | [3] | |
Environmental Solutions [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 797,400 | 717,300 | 3,216,600 | 4,268,800 | |||
Depreciation and amortization | [2] | 32,400 | 37,000 | 109,500 | 153,400 | ||
Interest expense | 2,400 | 3,300 | 7,400 | 12,300 | |||
Net income (loss) | (163,100) | (64,700) | 294,400 | 395,700 | |||
Capital expenditures (cash and noncash) | 1,300 | ||||||
Total assets | 1,373,000 | 1,749,800 | 1,373,000 | 1,749,800 | |||
Solid Waste [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 93,600 | 453,100 | 279,000 | 596,900 | |||
Depreciation and amortization | [2] | 5,200 | 33,500 | 34,300 | 108,700 | ||
Interest expense | 100 | ||||||
Net income (loss) | (53,000) | (53,200) | (98,200) | (252,100) | |||
Total assets | 574,300 | 1,451,800 | 574,300 | 1,451,800 | |||
Corporate [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Depreciation and amortization | [2] | 20,500 | 28,300 | 61,800 | 75,500 | ||
Interest expense | 439,100 | 247,300 | 1,386,600 | 1,182,300 | |||
Stock-based compensation | 29,700 | 37,200 | 100,700 | 94,000 | |||
Net income (loss) | (621,700) | (940,200) | (2,543,600) | (2,967,400) | |||
Total assets | $ 833,700 | $ 1,802,900 | $ 833,700 | $ 1,802,900 | |||
[1] | Excludes discontinued operations. | ||||||
[2] | Includes depreciation of property, equipment and leasehold improvement and amortization of intangibles. | ||||||
[3] | Includes mobile rail car cleaning and excludes locations classified as discontinued operations. |
LITIGATION (Details Narrative)
LITIGATION (Details Narrative) - Litigation Case - Vehicle Accident [Member] - USD ($) | 1 Months Ended | ||
Jan. 31, 2016 | Sep. 30, 2018 | Dec. 31, 2017 | |
Loss Contingencies [Line Items] | |||
Settlement payable | $ 212,500 | ||
Description of allegation | <font style="font: 10pt Times New Roman, Times, Serif">an employee of SEM was involved in a vehicle accident while on Company business. Various actions were filed by the claimants in both state and federal courts.</font></p>" id="sjs-B5"><p style="margin-top: 0pt; margin-bottom: 0pt"><font style="font: 10pt Times New Roman, Times, Serif">an employee of SEM was involved in a vehicle accident while on Company business. Various actions were filed by the claimants in both state and federal courts.</font></p> | ||
Description of settlement | <font style="font: 10pt Times New Roman, Times, Serif">In the fourth quarter of 2016, the parties reached a settlement concerning the distribution of insurance proceeds and all issues of liability.</font></p>" id="sjs-B6"><p style="margin-top: 0pt; margin-bottom: 0pt"><font style="font: 10pt Times New Roman, Times, Serif">In the fourth quarter of 2016, the parties reached a settlement concerning the distribution of insurance proceeds and all issues of liability.</font></p> | ||
Accrued litigation outstanding | $ 133,333 | $ 133,333 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 14, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | [1] | Sep. 30, 2018 | Sep. 30, 2017 | [1] |
Subsequent Event [Line Items] | |||||||
Interest expense | $ 453,000 | $ 256,000 | $ 1,432,600 | $ 1,212,500 | |||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Interest expense | $ 39,000 | ||||||
Common stock issuable under debt agreements (shares) | 300,000 | ||||||
[1] | Excludes discontinued operations. |