Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 23, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | AXION INTERNATIONAL HOLDINGS, INC. | ||
Entity Central Index Key | 753048 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $20,994,491 | ||
Trading Symbol | AXIH | ||
Entity Common Stock, Shares Outstanding | 72,249,613 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $221,437 | $883,936 |
Accounts receivable, net of allowance for doubtful accounts | 1,109,524 | 888,214 |
Inventories | 5,980,457 | 3,955,515 |
Prepaid expenses | 294,053 | 280,140 |
Total current assets | 7,605,471 | 6,007,805 |
Property and equipment, net | 8,678,932 | 7,899,486 |
Goodwill | 1,492,132 | 1,492,132 |
Other intangible assets | 0 | 610,000 |
Total assets | 17,776,535 | 16,009,423 |
Current liabilities: | ||
Accounts payable | 2,417,803 | 1,879,760 |
Accrued liabilities | 1,161,120 | 713,394 |
Derivative liabilities | 2,053,000 | 17,190,000 |
12%convertible promissory notes, net of discounts | 965,838 | 0 |
12% revolving credit agreement, net of discounts | 1,907,957 | 0 |
12% secured notes | 1,950,000 | 0 |
Current portion of long term debt | 187,943 | 185,347 |
Total current liabilities | 10,643,661 | 19,968,501 |
8% convertible promissory notes, net of discounts | 14,393,746 | 11,030,913 |
12% revolving credit agreement, net of discounts | 0 | 1,873,716 |
4.25% bank term loan | 4,300,000 | 4,400,000 |
5% bank promissory loan | 4,000,000 | 0 |
Other debt | 191,900 | 300,127 |
Dividends payable on 10% convertible preferred stock | 143,024 | 183,346 |
Fair value of 10% convertible preferred stock warrants | 52,720 | 296,194 |
Total liabilities | 33,725,051 | 38,052,797 |
10% convertible preferred stock, no par value, net; authorized 880,000 shares; 682,998 and 694,623 shares issued and outstanding at December 31, 2014 and 2013, respectively | 6,829,980 | 6,724,844 |
Total temporary equity | 6,829,980 | 6,724,844 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock, no par value; authorized 250,000,000 shares; 70,825,215 and 31,168,905 shares issued and outstanding at December 31, 2014 and 2013, respectively | 52,780,363 | 30,500,445 |
Accumulated deficit | -75,558,859 | -59,268,663 |
Total stockholders' deficit | -22,778,496 | -28,768,218 |
Total liabilities and stockholders' deficit | $17,776,535 | $16,009,423 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, no par value | $0 | $0 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 70,825,215 | 31,168,905 |
Common stock, shares outstanding | 70,825,215 | 31,168,905 |
10% Convertible Preferred Stock | ||
Temporary Equity, no par value | $0 | $0 |
Temporary Equity, authorized | 880,000 | 880,000 |
Temporary Equity, issued | 682,998 | 694,623 |
Temporary Equity, outstanding | 682,998 | 694,623 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | $14,378,352 | $6,627,765 |
Costs of sales: | ||
Production | 16,972,593 | 6,471,049 |
Excess capacity & inventory adjustments | 2,948,533 | 816,111 |
Gross margin (loss) | -5,542,774 | -659,395 |
Operating expenses: | ||
Product development & quality management | 329,285 | 1,556,203 |
Marketing and sales | 1,285,738 | 927,061 |
General and administrative | 23,300,836 | 4,232,200 |
Impairment of definite-life intangible assets | 545,750 | 0 |
Total operating expenses | 25,461,609 | 6,715,464 |
Loss from operations | -31,004,383 | -7,374,859 |
Other (income) expenses: | ||
Interest expense | 1,839,535 | 808,117 |
Amortization of debt discounts | 2,878,834 | 685,761 |
Fair value of common stock issued in excess of fair value of warrants exchanged | 883,422 | 0 |
Change in fair value of derivative liabilities | -20,315,978 | 15,320,865 |
Total other (income) expenses | -14,714,187 | 16,814,743 |
Net loss | -16,290,196 | -24,189,602 |
Accretion of preferred dividends and beneficial conversion feature | -860,639 | -1,633,147 |
Net loss attributable to common shareholders | ($17,150,835) | ($25,822,749) |
Weighted average common shares - | ||
Weighted average common shares - basic and diluted | 52,483,796 | 29,945,608 |
Net income (loss) per share - | ||
Basic and diluted net loss per share | ($0.33) | ($0.86) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (USD $) | Total | 10% Convertible Preferred Stock | Common Stock | Common Stock | Accumulated Deficit |
10% Convertible Preferred Stock | |||||
Balance at Dec. 31, 2012 | ($7,975,607) | $27,103,454 | ($35,079,061) | ||
Balance (in shares) at Dec. 31, 2012 | 28,820,173 | ||||
Shares issued upon conversion of 10% convertible preferred stock (in shares) | 114,000 | ||||
Shares issued upon conversion of 10% convertible preferred stock | 114,000 | 114,000 | |||
Shares issued for interest payments (in shares) | 977,582 | ||||
Shares issued for interest payments | 541,515 | 541,515 | |||
Shares issued as payment in kind for dividend (in shares) | 956,850 | ||||
Shares issued as payment in kind for dividend | 533,569 | 533,569 | |||
Share-based compensation (in shares) | 300,300 | ||||
Share-based compensation | 745,746 | 745,746 | |||
Recovery of shareholder short swing profits | 3,095,308 | 3,095,308 | |||
Dividend on 10% convertible preferred stock | -716,915 | -716,915 | -716,915 | ||
Amortization of beneficial conversion feature on 10% convertible preferred stock | -916,232 | -916,232 | |||
Fair value of common stock issued in exchange for warrants tendered and cancelled | 0 | ||||
Net (loss) | -24,189,602 | -24,189,602 | |||
Balance at Dec. 31, 2013 | -28,768,218 | 30,500,445 | -59,268,663 | ||
Balance (in shares) at Dec. 31, 2013 | 31,168,905 | ||||
Shares issued upon conversion of 10% convertible preferred stock (in shares) | 116,250 | ||||
Shares issued upon conversion of 10% convertible preferred stock | 116,250 | 116,250 | |||
Shares issued for interest payments (in shares) | 2,454,146 | ||||
Shares issued for interest payments | 1,532,252 | 1,532,252 | |||
Shares issued as payment in kind for dividend (in shares) | 1,003,340 | ||||
Shares issued as payment in kind for dividend | 679,575 | 679,575 | |||
Share-based compensation (in shares) | 619,619 | ||||
Share-based compensation | 854,680 | 854,680 | |||
Dividend on 10% convertible preferred stock | -639,253 | -639,253 | -639,253 | ||
Amortization of beneficial conversion feature on 10% convertible preferred stock | -221,386 | -221,386 | |||
Fair value of warrants tendered and cancelled | -4,866,269 | -4,866,269 | |||
Fair value of common stock issued in exchange for warrants tendered and cancelled (in shares) | 35,462,955 | ||||
Fair value of common stock issued in exchange for warrants tendered and cancelled | 24,824,069 | 24,824,069 | |||
Net (loss) | -16,290,196 | -16,290,196 | |||
Balance at Dec. 31, 2014 | ($22,778,496) | $52,780,363 | ($75,558,859) | ||
Balance (in shares) at Dec. 31, 2014 | 70,825,215 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($16,290,196) | ($24,189,602) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,056,659 | 319,207 |
Amortization of convertible debt discounts | 2,878,834 | 685,761 |
Amortization of identifiable intangible assets | 64,250 | 0 |
Change in fair value of 10% convertible preferred stock warrants | -243,474 | 214,478 |
Change in fair value of derivative liabilities | -20,072,504 | 15,106,387 |
Change in allowance for doubtful accounts | 10,790 | -131,996 |
Share-based compensation | 854,680 | 745,746 |
Interest expense paid in shares of common stock | 1,532,252 | 541,515 |
Fair value of common stock issued in excess of fair value of warrants tendered | 19,957,800 | 0 |
Impairment of intangible assets | 545,750 | 0 |
Changes in operating assets and liabilities, net of acquisition: | ||
Accounts receivable | -232,100 | -438,349 |
Inventories | -2,024,942 | -629,562 |
Prepaid expenses | -13,913 | -46,517 |
Accounts payable | 538,043 | 511,701 |
Accrued liabilities | 447,726 | 118,278 |
Net cash used in operating activities | -10,990,345 | -7,192,953 |
Cash flows from investing activities: | ||
Purchase of property and equipment | -1,836,105 | -1,813,478 |
Acquisition, net of cash | 0 | -6,001,847 |
Net cash used in investing activities | -1,836,105 | -7,815,325 |
Cash flows from financing activities: | ||
Proceeds from issuance of 12% revolving credit facility | 0 | 2,000,000 |
Proceeds from issuance of 12% secured notes | 1,950,000 | 0 |
Recovery of shareholder short swing profits | 0 | 3,095,308 |
Repayments on long term debt obligations | -313,999 | 0 |
Net cash provided by financing activities | 12,163,951 | 15,545,309 |
Net increase (decrease) in cash and cash equivalents | -662,499 | 537,031 |
Cash and cash equivalents at beginning of period | 883,936 | 346,905 |
Cash and cash equivalents at end of period | 221,437 | 883,936 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 496,989 | 17,839 |
Non-cash investing and financing activities: | ||
Shares issued pursuant to conversion of preferred stock and debt | 116,250 | 114,000 |
Shares issued in payment of dividends on 10% convertible preferred stock | 679,575 | 533,569 |
Dividends on 10% convertible preferred stock | 639,253 | 716,915 |
Amortization of conversion feature of 10% convertible preferred stock | 221,386 | 916,232 |
Fair value of common stock issued as revolving credit fees | 108,368 | 148,682 |
Fair value of common stock issued in exchange for warrants tendered and cancelled | 24,824,069 | 0 |
8% Convertible promissory note | ||
Cash flows from financing activities: | ||
Proceeds from convertible debt | 5,527,950 | 5,950,001 |
12% convertible promissory note | ||
Cash flows from financing activities: | ||
Proceeds from convertible debt | 1,000,000 | 0 |
Proceeds from 4.25 bank term loans [Member] | ||
Cash flows from financing activities: | ||
Proceeds from bank term loans | 0 | 4,500,000 |
Proceeds from 5 bank term loan [Member] | ||
Cash flows from financing activities: | ||
Proceeds from bank term loans | $4,000,000 | $0 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Summary of Significant Accounting Policies | Note 1 - Summary of Significant Accounting Policies | |||||||
(a) | Business and Basis of Financial Statement Presentation | |||||||
Axion International Holdings, Inc. (“Holdings”) was formed in 1981. In November 2007, Holdings entered into an Agreement and Plan of Merger, among Holdings, Axion Acquisition Corp., a Delaware corporation and a newly created direct wholly-owned subsidiary of Holdings (the “Merger Sub”), and Axion International, Inc., a Delaware corporation which incorporated on August 6, 2006 with operations commencing in November 2007 (“Axion”). On March 20, 2008 Holdings consummated the merger (the “Merger”) of Merger Sub into Axion, with Axion continuing as the surviving corporation and a wholly-owned subsidiary of Holdings. Axion Recycled Plastics Incorporated, an Ohio corporation and a wholly-owned subsidiary of Axion, was established to purchase certain tangible and intangible assets of a plastics recycling company during November 2013. | ||||||||
The Company was founded in 2007 to exploit a proprietary technology that enabled the conversion of recycled plastics into a benchmark structural plastic material yielding components which demonstrated significant strength, durability and application versatility. We manufacture, market and sell ECOTRAX® rail ties and STRUXURE® building products, with significant focus on construction mats. Our ECOTRAX® and STRUXURE® products are fully derived from post-consumer and post-industrial recycled plastics, such as high-density polyethylene, polystyrene and polypropylene. | ||||||||
Our consolidated financial statements include the accounts of our wholly-owned subsidiaries and all intercompany balances and transactions have been eliminated in consolidation. | ||||||||
(b) | Cash and Cash Equivalents | |||||||
For purposes of our balance sheet and statement of cash flows, we consider all highly liquid debt instruments, purchased as an investment, with an original maturity of three months or less to be cash equivalents. At December 31, 2014 and 2013, we maintained all of our cash in demand or interest-bearing accounts at commercial banks. | ||||||||
(c) | Allowance for Doubtful Accounts | |||||||
We accrue a reserve on a receivable when, based upon the judgment of management, it is probable that a receivable will not be collected and the amount of any reserve may be reasonably estimated. Our allowance for doubtful accounts at December 31, 2014 was approximately $10,800. We did not accrue a reserve for any receivables at December 31, 2013. | ||||||||
(d) | Property and Equipment | |||||||
Property and equipment are recorded at cost and depreciated and amortized using the straight-line method over estimated useful lives of two to twenty years. Costs incurred that extend the useful life of the underlying asset are capitalized and depreciated over the remaining useful life. Repairs and maintenance are charged directly to operations as incurred. | ||||||||
Our property and equipment is comprised of the following, at December 31, 2014 and 2013: | ||||||||
2014 | 2013 | |||||||
Office furniture and equipment | $ | 110,173 | $ | 33,299 | ||||
Machinery and equipment | 10,560,393 | 8,803,087 | ||||||
Purchased software | 147,547 | 145,622 | ||||||
Subtotal – property and equipment, at cost | 10,818,113 | 8,982,008 | ||||||
Less accumulated depreciation | -2,139,181 | -1,082,522 | ||||||
Net property and equipment | $ | 8,678,932 | $ | 7,899,486 | ||||
Depreciation expense charged to production and operations during the years ended December 31, 2014 and 2013 was approximately $1.1 million and $319,200, respectively. | ||||||||
Our financial results for the reprocessed plastics business during the six months ended June 30, 2014 and our decision during the three months ended September 30, 2014 to transition the assets acquired of the reprocessing plastics business to a business extruding our proprietary products, represented a triggering event requiring an impairment test of tangible and intangible assets acquired. Based on our test, we determined there was no impairment of property and equipment. | ||||||||
(e) | Exclusive Agreement | |||||||
In February 2007, we acquired an exclusive, royalty-bearing license in specific but broad global territories to make, have made, use, sell, offer for sale, modify, develop, import, and export products made using patent applications owned by Rutgers University (Rutgers”). We are using these patented technologies in the production of our composite rail ties and structural boards of various sizes. | ||||||||
We are obligated to pay royalties on various product sales to Rutgers, and to reimburse Rutgers for certain patent defense costs. Royalties incurred and payable to Rutgers, for the years ended December 31, 2014 and 2013 were $200,000 for each year and represent the minimum royalties due under the license. | ||||||||
(f) | Definite Life Intangible Assets | |||||||
During the year ended December 31, 2013, we acquired a plastic reprocessing business which gave rise to certain definite life intangible assets associated with the acquired customer list and trademark. In accordance with FASB ASC topic, “Goodwill and Other Intangible Assets”, acquired definite life intangibles, are subject to amortization over their useful lives. The method of amortization selected reflects the pattern in which the economic benefits of the specific intangible asset is consumed or otherwise used up. Since that pattern cannot be reliably determined, a straight-line amortization method has been used over the estimated useful life. Intangible assets that are subject to amortization are reviewed for potential impairment at least annually or whenever events or circumstances indicate that carrying amounts may not be recoverable. For the year ended December 31, 2014, we amortized to operating expenses approximately $64,300 of these intangible assets. There was no corresponding amortization for the year ended December 31, 2013. | ||||||||
Our financial results for the reprocessed plastics business during the six months ended June 30, 2014 and our decision during the three months ended September 30, 2014 to transition the assets acquired of the reprocessing plastics business to our business of extruding our proprietary products, represented a triggering event requiring intangible assets impairment tests. During the three months ended September 30, 2014, we determined that our definite life intangible asset associated with our acquired customer list was impaired and of no further value and accordingly we recorded a charge to other expenses for the remaining unamortized balance of approximately $545,800. See note 3. | ||||||||
(g) | Indefinite Life Intangible Assets – Goodwill | |||||||
In accordance with the FASB ASC topic, “Goodwill and Other Intangible Assets”, indefinite life assets, such as goodwill, acquired as a result of our acquisition of the plastic reprocessing business and which are not subject to amortization are tested for impairment annually, or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. | ||||||||
Our financial results for the reprocessed plastics business during the six months ended June 30, 2014 and our decision during the three months ended September 30, 2014 to transition the facility and equipment used for our reprocessing plastics business to a facility extruding our historical proprietary engineered products, represented a triggering event requiring a goodwill impairment test. During the three months ended September 30, 2014, we tested the goodwill intangible asset associated with the acquisition in November 2013 of the reprocessed plastics business. The goodwill intangible asset was $1.5 million as of both September 30, 2014 and December 31, 2013 and based on our test for impairment done during the three months ended September 30, 2014, we determined there was no impairment at December 31, 2014. See note 3. | ||||||||
(h) | Revenue and Cost Recognition | |||||||
In accordance with FASB ASC 605 “Revenue Recognition”, revenue is recognized when persuasive evidence of an agreement with the customer exists, products are shipped or title passes pursuant to the terms of the agreement with the customer, the amount due from the customer is fixed or determinable, collectability is reasonably assured, and there are no significant future performance obligations. In most cases, we receive a purchase order from our customer specifying the products requested and delivery instructions. We recognize revenue upon our delivery or shipment of the products as specified in the purchase order. In other cases where we have a contract which provides for a large number of products and few actual deliveries, the revenues are recorded each month as the products are produced and the risk of ownership passes to the customer upon pre-delivery acceptance. Prior to deliveries, our customer’s products are segregated from our inventory and not available for fulfilling other orders. | ||||||||
Our costs of sales are predominately comprised of the cost of raw materials and the costs and expenses associated with the production of the finished product. Prior to 2013, we utilized third-party manufacturers, where under one arrangement we purchased and supplied the raw materials to the third-party manufacturer and we paid them a per-pound cost to produce the finished product. Under another arrangement, the third-party manufacturer sourced and paid for the raw materials and we purchased the finished product from them at a cost per unit. Beginning in 2013, we initiated production of our finished products within a leased facility utilizing our own employees. Additionally, in late 2013 we acquired the assets of a plastics recycling company and began to reprocess recycled plastics for use in our own finished products and to sell to customers for use in their finished products. Our costs of sales may vary significantly as a result of the variability in the cost of our raw materials and the efficiency with which we plan and execute our manufacturing processes. | ||||||||
Historically, we have not had significant warranty replacements, but from time to time as a customer relationship effort, we agree to replace and install improperly installed replacement rail ties. As we view these situations on a case by case basis, and because our products have in the past and we anticipate will in the future, met all specifications for that product, we therefore do not provide for future warranty expenses. | ||||||||
(i) | Income Taxes | |||||||
We use the asset and liability method of accounting of income taxes pursuant to the provisions of FASB ASC 740 “Income Taxes”, which establishes deferred tax assets and liabilities to be recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | ||||||||
FASB ASC 740 clarifies the accounting for uncertainty in income taxes recognized and prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FASB ASC 740 requires a company to recognize the financial statement effect of a tax position when it is “more-likely-than-not” (defined as a substantiated likelihood of more than 50%), based on the technical merits of the position, that the position will be sustained upon examination. A tax position that meets the more-likely-than-not” recognition threshold is measured to determine the amount of benefit to be recognized in the financial statements based upon the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Our inability to determine that a tax position meets the more-likely-than-not” recognition threshold does not mean that the Internal Revenue Service (“IRS”) or any other taxing authority will disagree with the position that we have taken. | ||||||||
If a tax position does not meet the “more-likely-than-not” recognition threshold, despite our belief that our filing position is supportable, the benefit of that tax position is not recognized in the statements of operations and we are required to accrue potential interest and penalties until the uncertainty is resolved. Potential interest and penalties are recognized as a component of the provision for income taxes which is consistent with our historical accounting policy. Differences between amounts taken in a tax return and amounts recognized in the financial statements are considered unrecognized tax benefits. We believe that we have a reasonable basis for each of our filing positions and intend to defend those positions if challenged by the IRS or another taxing jurisdiction. If the IRS or other taxing authorities do not disagree with our position, and after the statute of limitations expires, we will recognize the unrecognized tax benefit in the period that the uncertainty of the tax position is eliminated. | ||||||||
We believe that there are no uncertain tax positions that fail to meet the more likely than not recognition threshold to be sustained upon examination. As such, a tabular presentation of those tax benefits taken that do not qualify for recognition is not presented. | ||||||||
We are current with our filing of our federal and state income tax returns. Our income tax returns are open to examination by federal and state authorities, based on statute of limitations, which is three years. | ||||||||
(j) | Derivative Instruments | |||||||
For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in fair value recognized in earnings each reporting period as a charge or credit to other expenses. We use the Monte Carlo simulation, and other models, as appropriate to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. | ||||||||
(k) | Share-Based Compensation | |||||||
We record share-based compensation for transactions in which we exchange our equity instruments (shares of common stock, options and warrants) for services of employees, consultants and others based on the fair value of the equity instruments issued measurement date. The fair value of common stock awards is based on the observed market value of our stock. We calculate the fair value of options and warrants using the Black-Scholes option pricing model. Expense is recognized, net of expected forfeitures, over the period of performance. When the vesting of an award is subject to performance conditions, no expense is recognized until achievement of the performance condition is deemed to be probable. Awards to consultants are marked to market at each reporting period as they vest, and the resulting value is recognized as an adjustment against our earnings for the period. | ||||||||
(l) | Loss Per Share | |||||||
Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share, includes the effects of the potential dilution of outstanding options, warrants, and convertible debt on our common stock as determined using the treasury stock method. For the years ended December 31, 2014 and 2013, there were no dilutive effects of such securities because we incurred a net loss in each period. As of December 31, 2014, we have approximately 70.2 million potential common shares issuable under our convertible instruments, warrant and stock option agreements. | ||||||||
(m) | Fair Value of Financial Instruments | |||||||
Fair value is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. We have categorized our financial assets and liabilities that are recurring at fair value into a three-level hierarchy in accordance with these provisions. | ||||||||
(n) | Concentration of Credit Risk | |||||||
We maintain our cash with several major U.S. domestic banks. The amount held in the banks exceeds the insured limit of $250,000 from time to time. We have not incurred losses related to these deposits. | ||||||||
At December 31, 2014, two of our customers had unpaid accounts due us representing 35% and 28% of our accounts receivable balance at December 31, 2014. At December 31, 2013, four of our customers had unpaid accounts due us representing 27%, 19%, 12% and 12% of our accounts receivable balance at December 31, 2013. | ||||||||
(o) | New Accounting Pronouncements | |||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and the guidance defines a five step process to achieve this core principle. The ASU is effective for the Company's 2017 fiscal year and may be applied either (i) retrospectively to each prior reporting period presented with an election for certain specified practical expedients, or (ii) retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application, with additional disclosure requirements. The Company is evaluating the potential impact of this new guidance, but does not currently anticipate that the application of ASU No. 2014-09 will have a significant effect on its financial condition, results of operations or its cash flows. We have not yet determined the method by which we will adopt the standard in 2017. | ||||||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in an entity's financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company does not currently anticipate that the application of ASU No. 2014-15 will have an effect on the presentation of our financial condition, results of operations or its cash flows. | ||||||||
(p) | Use of Estimates | |||||||
The preparation of our financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. | ||||||||
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Going Concern [Abstract] | |
Going Concern | Note 2 - Going Concern |
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates our continuation as a going concern. At December 31, 2014, we have a working capital deficit of $3.0 million, a stockholders’ deficit of $22.8 million and have accumulated losses to date of $75.6 million. This raises substantial doubt about our ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon our ability to meet our financing requirements, either by raising additional capital or the success of our business plan and future operations. We may seek additional means of financing to fund our business plan. There is no assurance that we will be successful in raising sufficient funds to assure our eventual profitability. We believe that actions planned and presently being taken to revise our operating and financial requirements provide us the opportunity to continue as a going concern. The financial statements do not include any adjustments that might result from these uncertainties. | |
Business_Acquisition
Business Acquisition | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Business Acquisition | Note 3 – Business Acquisition | ||||
On November 15, 2013, our subsidiary, Axion Recycled Plastics Incorporated (“Axion Recycling”) an Ohio corporation, and wholly-owned subsidiary of Axion International, Inc., a Delaware corporation and our wholly-owned subsidiary, entered into an Asset Purchase Agreement (the “Purchase Agreement”), among Y City Recycling, LLC (“Y City”), and Brian Coll and Renee Coll (collectively, the “Sellers”). Pursuant to the terms of the Purchase Agreement, Axion Recycling acquired certain tangible and intangible assets from the Sellers relating to the operation of Y City’s recycled plastics facility located in Zanesville, Ohio (the “Facility”). Simultaneous with the Purchase Agreement transaction, and pursuant to a bill of sale executed by the The Community Bank, an Ohio banking corporation (the “Bank”), as grantor, in favor of Axion Recycled, as grantee, Axion Recycling acquired from the Bank certain equipment, inventory and supplies related to the operation of the Y City business located at the Facility. The combined consideration paid by Axion Recycling for these assets was $6.0 million that included a cash payment of $1.1 million, proceeds from two term loans made by the Bank to Axion Recycling in the aggregate principal amounts of $4.5 million pursuant to promissory notes which bear interest at 4.25% per annum and mature on November 15, 2018 and the assumption of a promissory note with a principal balance of approximately $385,500 owed by Y City as of the acquisition date. | |||||
Y City recycled post-consumer and post-industrial plastics in multiple forms. As a complete plastics recycling operation, Y City sorted, ground, washed, blended and pelletized plastics for future use, offering economic benefits to its customers while keeping waste out of landfills. By acquiring these assets, leasing the Facility and hiring the former employees and managers of Y City, we believe we can grow the recycling capabilities at the Facility, expand those capabilities to our Waco, Texas facility and more importantly we have eliminated several steps in our raw material supply chain, thereby adding stability to our raw material costs and enhancing our quality control over those raw materials. | |||||
The expenses incurred in executing these transactions of approximately $64,200 are fully reflected in our operating expenses for the year ended December 31, 2013. | |||||
The following table summarizes the assets acquired and liabilities assumed at the acquisition date: | |||||
Trade and other receivables | $ | 125,854 | |||
Inventories | 237,000 | ||||
Property and equipment | 4,400,000 | ||||
Goodwill | 1,492,132 | ||||
Other intangibles | 610,000 | ||||
Total assets acquired | 6,864,986 | ||||
Bank overdraft | -413,574 | ||||
Accounts payable | -477,665 | ||||
3% promissory note | -385,474 | ||||
Net assets acquired | $ | 5,588,273 | |||
The goodwill of approximately $1,492,100 arising from the acquisition results primarily from the expected benefits of processing plastics for use in our finished product production processes. Goodwill equates to the residual intangible asset that generates earnings in excess of a normal return on all tangible and other intangible assets. Under this residual method, the fair value of goodwill is calculated by subtracting the fair value of all the identified tangible and intangible assets from the fair value of the consideration paid. Since it is an asset acquisition, goodwill is taxable. | |||||
Other intangible assets consist primarily of existing customer relationships and vendor sources of $590,000 and the trade name of $20,000, and have been assigned 10-year and one-year useful lives, respectively based on the operating history and relationships Y City had with its existing customer base. The acquired customer relationships were valued using an income approach, with significant assumptions used in the valuation including the customer attrition rate assumed and the expected level of future sales. During year ended December 31, 2014, we transitioned our focus of this business from reprocessing plastics to our traditional business of extrusion molded engineered products, we terminated all customer relationships acquired in the reprocessing plastics business acquisition, and this resulted in an impairment of the customer relationship intangible asset which resulted in a write off of the remaining unamortized balance. | |||||
Reportable_Business_Segments
Reportable Business Segments | 12 Months Ended | ||
Dec. 31, 2014 | |||
Segment Reporting [Abstract] | |||
Reportable Business Segments | Note 4 – Reportable Business Segments | ||
For the nine months ended September 30, 2014, we reported our business in two operating segments in addition to corporate expenses of selling, general and administrative functions. See note 3 for a discussion of the business acquired giving rise to segment reporting. These operating segments were: | |||
· | Our reprocessed plastics segment typically purchased various plastic wastes and through its efforts, reprocessed that plastic waste into flakes or pellets which became raw material for other manufacturers, our customers. In certain situations we applied our processes to our customers’ inventory of plastic waste, and returned it to them including a charge for our tolling effort. | ||
· | Our engineered products segment takes certain recycled plastics and plastic composites, and through a proprietary extrusion process, manufactures rail ties, construction mats, boards, I-beams, etc. through two product lines. Our ECOTRAX product line primarily serves the rail industry by selling all lengths of rail ties. Our STRUXURE product line sells products supporting other infrastructure requirements, with a current focus on heavy- and light-equipment construction mats. | ||
Our segment reporting was consistent with the then current manner of how our Chief Operating Decision Maker (“CODM”) and our board of directors viewed our business. | |||
In order to position our strategic focus to allow our CODM and management to make business decisions, during the nine months ended September 30, 2014, we reported two segments – our reprocessed plastics segment and our engineered products segment. Decisions regarding allocation of resources and investment of capital were made based on the reportable segments contribution to the financial success of the consolidated enterprise. | |||
Based on our financial results for the reprocessed plastics business during the six months ended June 30, 2014, we decided during the three months ended September 30, 2014 to transition the assets acquired of the reprocessing plastics business to our business of extruding our proprietary products. Beginning October 1, 2014, after we had ceased operating our reprocessed plastics segment, we no longer have two reportable business segments as of September 30, 2014. | |||
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory, Net [Abstract] | ||||||||
Inventories | Note 5 - Inventories | |||||||
Inventories are priced at the lower of cost or market and consist primarily of raw materials, parts for assembling our finished products and finished products. | ||||||||
Our inventories at December 31, 2014 and 2013, consisted of: | ||||||||
2014 | 2013 | |||||||
Finished products | $ | 5,202,608 | $ | 2,930,753 | ||||
Production materials | 777,849 | 1,024,762 | ||||||
Total inventories | $ | 5,980,457 | $ | 3,955,515 | ||||
From time to time we engage third-party contract manufacturers and fabricators to produce our finished products, therefore certain finished inventories at December 31, 2014 and 2013 may be located at the third-party locations. We carry insurance for loss on this inventory. | ||||||||
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities [Abstract] | ||||||||
Accrued Liabilities | Note 6 - Accrued Liabilities | |||||||
The components of accrued liabilities at December 31, 2014 and 2013 are: | ||||||||
2014 | 2013 | |||||||
Interest | $ | 398,157 | $ | 248,763 | ||||
Rent | 335,096 | 78,797 | ||||||
Royalties | 132,593 | 235,772 | ||||||
Payroll | 127,635 | 119,937 | ||||||
Real estate taxes and insurance | 92,549 | - | ||||||
Board of director fees | 31,000 | - | ||||||
Miscellaneous | 44,090 | 30,125 | ||||||
Total accrued liabilities | $ | 1,161,120 | $ | 713,394 | ||||
Derivative_Liabilities
Derivative Liabilities | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Derivative Liabilities [Abstract] | ||||||||||||||
Derivative Liabilities | Note 7 - Derivative Liabilities | |||||||||||||
8% Convertible Promissory Notes – Conversion Option and Warrants | ||||||||||||||
Prior to, and through April 8, 2014, we issued 8% convertible promissory notes (the “8% Notes”). See Note 8 for further discussion. The 8% Notes met the definition of a hybrid instrument, as defined in the ASC Topic 815 “Derivatives and Hedging” (“ASC 815”). The hybrid instrument was composed of a debt instrument, as the host contract, and an option to convert the debt outstanding under the terms of the 8% Notes, into shares of our common stock. The 8% Notes were issued with a warrant to purchase shares of our common stock. Both the conversion option and the warrants are derivative liabilities. The conversion option derives its value based on the underlying fair value of the shares of our common stock which is not clearly and closely related to the underlying host debt instrument since the economic characteristics and risk associated with the conversion option derivative are based on the common stock fair value. The warrants do not qualify as equity under ASC 815. Accordingly, changes in the fair value of these warrant and conversion option liabilities are immediately recognized in earnings and classified as a change in fair value in the statement of operations. | ||||||||||||||
We determined the fair value of the conversion option and warrant derivative liabilities on the various dates of issuance and recorded these fair values as a discount to the debt and a derivative liability. The fair value of the conversion option derivative liability on the various dates of issuance and on December 31, 2014 aggregated approximately $6,332,400 and $1,984,000, respectively. The change in fair value during the years ended December 31, 2014 and 2013 of a decrease of approximately $14,803,100 and an increase of approximately $10,870,400, respectively was recorded as a change in fair value of derivative liability in the statement of operations. The fair value of the warrants derivative liability on the various dates of issuance aggregated approximately $1,168,700. During the year ended December 31, 2014, we offered all warrant holders the right to exchange their warrants for their fair value, as calculated using the Black-Scholes option pricing model, for shares of common stock. All warrants associated with the 8% Notes were exchanged for shares of common stock resulting in no derivative liability for the warrants at December 31, 2014. The change in fair value during the years ended December 31, 2014 and 2013 of a decrease of approximately $5,181,400 and an increase of approximately $4,235,900, respectively was recorded as a change in fair value of derivative liability in the statement of operations. The fair value of common stock issued in exchange for warrants tendered exceeded the fair value of the warrant liability which resulted in (i) compensation expense of $19.1 million for all warrant holders considered affiliates which was recorded as a component of general and administrative expenses and (ii) approximately $883,400 of other expense for warrant holders not considered affiliates classified as fair value of common stock issued in excess of fair value of warrants tendered for the year ended December 31, 2014. | ||||||||||||||
12% Convertible Promissory Notes – Conversion Option | ||||||||||||||
During the year ended December 31, 2014, we issued 12% convertible promissory notes (the “12% Notes”). See Note 8 for further discussion. The 12% Notes met the definition of a hybrid instrument, as defined in the ASC Topic 815 “Derivatives and Hedging” (“ASC 815”). The hybrid instrument was composed of a debt instrument, as the host contract, and an option to convert the debt outstanding under the terms of the 12% Notes, into shares of our common stock. The conversion option is a derivative liability. The conversion option derives its value based on the underlying fair value of the shares of our common stock which is not clearly and closely related to the underlying host debt instrument since the economic characteristics and risk associated with the conversion option derivative are based on the common stock fair value. Accordingly, changes in the fair value of the conversion option liabilities are immediately recognized in earnings and classified as a change in fair value in the statement of operations. | ||||||||||||||
We determined the fair value of the conversion option derivative liability on the date of issuance and recorded the fair value of $157,000 as a discount to the debt and a derivative liability. The aggregate fair value of the conversion option on December 31, 2014 was $69,000. The $88,000 decrease in the fair value of this derivative liability during the year ended December 31, 2014 was recorded as a change in derivative liability in the statement of operations. | ||||||||||||||
The estimated fair values of the derivative liabilities associated with the 8% Notes and the 12% Notes, for the conversion options and warrants issued through and as of December 31, 2014 were computed by a third party using Monte Carlo simulations based on the following ranges for each assumption: | ||||||||||||||
December 31, | ||||||||||||||
At Issuances | 2014 | |||||||||||||
Volatility | 40.0% to 45.0 | % | 35 | % | ||||||||||
Risk-free interest rate | 0.11% to 0.3 | % | 0.4% to 0.14 | % | ||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
Expected life | 1.1 to 1.6 years | 0.25 to 0.65 years | ||||||||||||
Placement Agent Warrants | ||||||||||||||
We issued warrants to the placement agents for the sale of our 10% convertible preferred stock, to purchase 58,352 shares of 10% convertible preferred stock at $10 per share. Since the underlying 10% convertible preferred stock is redeemable by the holder after three years from the date of purchase, we recorded the fair value of the warrants at issuance, as a liability on our balance sheet and we re-measure this warrant liability at each reporting date, with changes in fair value recognized in earnings each reporting period. We estimated the fair value at December 31, 2014 of this derivative liability by using the Black-Scholes option pricing model with the following assumptions - (i) no dividend yield, (ii) an expected volatility of 85%, (iii) a risk-free interest rate 0.47%, and (iv) an expected life of approximately one and one-half years. The fair value of the warrant liability at December 31, 2014 and 2013 was approximately $52,700 and $296,200, respectively and we recognized the change in fair value of the warrant liability during the years ended December 31, 2014 and 2013 of a credit in our statement of operations of approximately $243,500 and a charge in our statement of operations of approximately $214,500, respectively. | ||||||||||||||
Accounting for Fair Value Measurements | ||||||||||||||
We are required to disclose the fair value measurements required by Accounting for Fair Value Measurements. The derivative liability recorded at fair value in the balance sheet as of December 31, 2014 and 2013 is categorized based upon the level of judgment associated with the inputs used to measure its fair value. Hierarchical levels, defined by Accounting for Fair Value Measurements are directly related to the amount of subjectivity associated with the inputs to fair valuation of the liability is as follows: | ||||||||||||||
Level 1 - | Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; | |||||||||||||
Level 2 - | Inputs other than Level 1 inputs that are either directly or indirectly observable; and | |||||||||||||
Level 3 - | Unobservable inputs, for which little or no market data exist, therefore requiring an entity to develop its own assumptions. | |||||||||||||
The following tables summarize the financial liability measured at fair value on a recurring basis as of December 31, 2014 and 2013, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: | ||||||||||||||
As of December 31, 2014 | ||||||||||||||
Derivative | ||||||||||||||
Liabilities at | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
8% Convertible promissory notes: | ||||||||||||||
Conversion option | $ | - | $ | - | $ | 1,984,000 | $ | 1,984,000 | ||||||
12% Convertible promissory notes: | ||||||||||||||
Conversion option | - | - | 69,000 | 69,000 | ||||||||||
Derivative liabilities - Current | - | - | 2,053,000 | 2,053,000 | ||||||||||
Placement agent warrants - Non-current | - | - | 52,720 | 52,720 | ||||||||||
Derivative liabilities - Total | $ | - | $ | - | $ | 2,105,720 | $ | 2,105,720 | ||||||
As of December 31, 2013 | ||||||||||||||
Derivative | ||||||||||||||
Liabilities at | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
8% Convertible promissory notes: | ||||||||||||||
Conversion option | $ | - | $ | - | $ | 12,400,000 | $ | 12,400,000 | ||||||
Warrants | - | - | 4,790,000 | 4,790,000 | ||||||||||
Derivative liabilities - Current | - | - | 17,190,000 | 17,190,000 | ||||||||||
Placement agent warrants - Non-current | - | - | 296,194 | 296,194 | ||||||||||
Derivative liabilities - Total | $ | - | $ | - | $ | 17,486,194 | $ | 17,486,194 | ||||||
The following tables are a reconciliation of the derivative liability for which Level 3 inputs were used in determining fair value during the years ended December 31, 2014 and 2013: | ||||||||||||||
For the Year Ended December 31, 2014 | ||||||||||||||
Fair Value | ||||||||||||||
Balance - | of | Balance - | ||||||||||||
January 1, | Derivative | Change in | December 31, | |||||||||||
2014 | Liability | Fair Value | 2014 | |||||||||||
8% Convertible promissory notes: | ||||||||||||||
Conversion option | $ | 12,400,000 | $ | 4,387,139 | $ | -14,803,139 | $ | 1,984,000 | ||||||
Warrants | 4,790,000 | 391,365 | -5,181,365 | - | ||||||||||
12% Convertible promissory notes: | ||||||||||||||
Conversion option | - | 157,000 | -88,000 | 69,000 | ||||||||||
Derivative liabilities - Current | 17,190,000 | 4,935,504 | -20,072,504 | 2,053,000 | ||||||||||
Placement agent warrants - Non-current | 296,194 | - | -243,474 | 52,720 | ||||||||||
Derivative liabilities - Total | $ | 17,486,194 | $ | 4,935,504 | $ | -20,315,978 | $ | 2,105,720 | ||||||
For the Year Ended December 31, 2013 | ||||||||||||||
Fair Value | ||||||||||||||
Balance - | of | Balance - | ||||||||||||
January 1, | Derivative | Change in | December 31, | |||||||||||
2013 | Liability | Fair Value | 2013 | |||||||||||
8% Convertible promissory notes: | ||||||||||||||
Conversion option | $ | 610,000 | $ | 919,554 | $ | 10,870,446 | $ | 12,400,000 | ||||||
Warrants | 220,000 | 334,059 | 4,235,941 | 4,790,000 | ||||||||||
Derivative liabilities - Current | 830,000 | 1,253,613 | 15,106,387 | 17,190,000 | ||||||||||
Placement agent warrants - Non-current | 81,716 | - | 214,478 | 296,194 | ||||||||||
Derivative liabilities - Total | $ | 911,716 | $ | 1,253,613 | $ | 15,320,865 | $ | 17,486,194 | ||||||
Debt
Debt | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Debt Disclosure [Abstract] | ||||||||||
Debt | Note 8- Debt | |||||||||
The components of our debt at December 31, 2014 and 2013, are summarized as follows: | ||||||||||
Due | 2014 | 2013 | ||||||||
8% convertible promissory notes (2012) | Beginning in August 2017 | $ | 16,628,188 | $ | 13,078,188 | |||||
12% revolving credit facility | 31-Dec-15 | 2,000,000 | 2,000,000 | |||||||
3% promissory note | 1-Feb-18 | 279,843 | 385,474 | |||||||
4.25% bank term loans | 15-Nov-18 | 4,400,000 | 4,500,000 | |||||||
8% convertible promissory notes (2014) | 11-Jun-19 | 2,000,000 | - | |||||||
12% convertible promissory notes | 30-Jun-15 | 1,000,000 | - | |||||||
5% bank term loan | 18-Sep-17 | 4,000,000 | - | |||||||
12% secured notes | 30-Jun-15 | 1,950,000 | - | |||||||
Subtotal | 32,258,031 | 19,963,662 | ||||||||
Less debt discount | -4,360,647 | -2,173,559 | ||||||||
Subtotal – net of debt discount | 27,897,384 | 17,790,103 | ||||||||
Less current portion | -5,011,738 | -185,347 | ||||||||
Total – long term debt | $ | 22,885,646 | $ | 17,604,756 | ||||||
8% Convertible Promissory Notes (2012) | ||||||||||
Through December 31, 2014, pursuant to the terms of our 8% convertible promissory notes (the “2012 Notes”), we issued and sold to Melvin Lenkin, Samuel Rose and Allen Kronstadt collectively the “Investors”, (see Note 15 regarding related party transactions) and several unaffiliated investors (i) an aggregate principal amount of $15,628,188 of 2012 Notes convertible into shares of our common stock at $0.40 per share and an aggregate principal amount of $1,000,000 of 2012 Notes, convertible into shares of our common stock at a conversion price equal to $0.74 per share, respectively subject to adjustment as provided on the terms of the 2012 Notes, and (ii) associated warrants to purchase, in the aggregate, 37.8 million shares of common stock, subject to adjustment as provided on the terms of the warrants. During the three months ended June 30, 2014, we offered all warrant holders the right to exchange their warrants for their fair value, as calculated using the Black-Scholes option pricing model, for shares of common stock. All warrants associated with the 2012 Notes were exchanged for shares of common stock. | ||||||||||
The 2012 Notes, including all outstanding principal and accrued and unpaid interest, are due and payable on the earlier of five years from date of issuance or upon the occurrence of an Event of Default (as defined in the 2012 Notes). We may prepay the 2012 Notes, in whole or in part, upon 60 calendar-days prior written notice to the holders thereof. Interest accrues on the 2012 Notes at a rate of 8.0% per annum, payable during the first three years that the 2012 Notes are outstanding in shares of common stock, valued at the weighted average price of a share of common stock for the twenty consecutive trading days prior to the interest payment date, pursuant to the terms of the 2012 Notes. During the fourth and fifth years that the 2012 Notes are outstanding, interest that accrues under the 2012 Notes shall be payable in cash. | ||||||||||
In connection with the sale of our 2012 Notes, we entered into a Note Purchase Agreement, (i) we granted to the Investors certain demand and piggyback registration rights with respect to the registration of certain Company securities under the Securities Act and the rules and regulations promulgated thereunder, and (ii) we granted a security interest and lien in all of our assets and rights ti the Investors to secure our obligations under the 2012 Notes. | ||||||||||
Interest expense for the years ended December 31, 2014 and 2013 was approximately $1.3 million and $777,400, respectively. Accrued interest at December 31, 2014 of approximately $271,500 was paid with 678,825 shares of common stock, in lieu of cash, and issued subsequent to December 31, 2014. | ||||||||||
The issuance costs of approximately $146,700, plus the fair values at issuances of the conversion option derivative liability and the warrants derivative liability were recorded as a discount to the 2012 Notes. This debt discount is amortized to other expenses in our statement of operations over the initial term of the 2012 Notes. During the years ended December 31, 2014, and 2013 we amortized $1.7 million and approximately $663,400, respectively of the discount to other expenses in our statement of operations. At December 31, 2014, the unamortized discount was approximately $2.5 million. See Note 7 for further discussion of these derivative liabilities. | ||||||||||
12% Revolving Credit Agreement | ||||||||||
During the year ended December 31, 2013, we entered into a Revolving Credit and Letter of Credit Support Agreement (the “Revolving Loan Agreement”) with MLTM Lending, LLC, a Maryland limited liability company (“MLTM”), and Samuel G. Rose (“Rose” and together with MLTM, the “Lenders”), pursuant to which the Lenders have agreed to lend us up to $2,000,000 on a revolving basis. In addition, the Revolving Loan Agreement provides that MLTM will provide letter of credit support to us of up to $500,000 (the “LC Sublimit”). Each revolving loan made under the Revolving Loan Agreement bears interest at 12% per annum, of which 4% is payable by us in cash on the first business day of each month, and 8% is payable by us in shares of our common stock on the first business day of each calendar quarter, valued at a price equal to the average of the Weighted Average Price (as such term is defined in the Revolving Loan Agreement) of a share of our common stock for 20 consecutive trading days prior to the interest payment date. Under the terms of the Revolving Loan Agreement, we may prepay the revolving loans at any time, in whole or in part, together with all accrued and unpaid interest, without premium or penalty. The Lenders may accelerate all amounts due under the Revolving Loan Agreement, together with accrued and unpaid interest, upon the occurrence of an Event of Default, as defined in the Revolving Loan Agreement. The maturity date of the Revolving Loan Agreement is December 31, 2015 (the “Maturity Date”). During the year ended December 31, 2013, we borrowed $2,000,000 less fees, under the Revolving Loan Agreement which remained outstanding through December 31, 2014. | ||||||||||
As consideration for the revolving loans extended under the Revolving Loan Agreement, with respect to the year ending December 31, 2013, and prior to each of December 31, 2014 and 2015, we are required to issue to the Lenders an aggregate of 200,000 shares of our common stock during each such calendar year, up to a total of 600,000 shares of our common stock. The fair value of this common stock on the date of issue is recorded as a discount to the revolving loan debt and is amortized to other expenses in our statement of operations over the annual period. Pursuant to the terms of the Revolving Loan Agreement, through December 31, 2014 we have issued 400,000 shares of common stock. As consideration for MLTM providing letter of credit support, we are required to pay a letter of credit commission fee on the date of the Revolving Loan Agreement, and on each one year anniversary of the date of the Revolving Loan Agreement prior to the Maturity Date, in the amount equal to (i) 2% of the LC Sublimit in cash and (ii) shares of our common stock, with an aggregate value of 4% of the LC Sublimit, with each such share of our common stock valued at a price equal to the average of the Weighted Average Price of a share of our common stock for the 20 consecutive trading days prior to the date of payment. The issuance of the shares of common stock results in additional interest expense. | ||||||||||
In connection with the entry into the Revolving Loan Agreement, pursuant to the terms thereof, we and the Lenders entered into a Security Agreement pursuant to which the Borrowers were granted a security interest and lien in all of our accounts receivable and inventory to secure the Borrowers’ obligations under the Revolving Loan Agreement. | ||||||||||
Interest expense for the years ended December 31, 2014 and 2013 was approximately $229,900 and $12,900. Of the $229,900 of interest expense for the year ended December 31, 2014, approximately $81,100 was paid in cash or is to be paid in cash and the balance of approximately $148,800 was or will be paid in shares of common stock. | ||||||||||
The issuance costs of approximately $7,800, plus the fair values of the shares of our common stock issued annually as consideration for the revolving loans and the letter of credit support, are recorded as a discount to the revolving loans. This debt discount is amortized to other expenses in our statement of operations over the annual period ending November 30. During the years ended December 31, 2014 and 2013, we amortized approximately $142,600 and $22,400, respectively of the discount to other expenses in our statement of operations. | ||||||||||
3% Promissory Note | ||||||||||
On November 15, 2013, our subsidiary, Axion Recycled Plastics Incorporated (“Axion Recycling”), entered into an Asset Purchase Agreement (the “Purchase Agreement”), among Y City Recycling, LLC (“Y City”), and Brian Coll and Renee Coll (collectively, the “Sellers”). See note 3. Pursuant to the terms of the Purchase Agreement, Axion Recycling acquired certain assets from the Sellers relating to the operation of Y City’s recycled plastics facility located in Zanesville, Ohio (the “Facility”), see Note 4 for further discussion. As a component of the consideration paid by Axion Recycling for these asset was the assumption of a 3% promissory note (the “Promissory Note”) with a remaining principal balance of approximately $385,500 as of December 31, 2013. The principal and interest at 3% per annum, is payable in eighty-four monthly installments with the last installment due on February 1, 2018. | ||||||||||
The payment of the Promissory Note and all interest thereon is secured by a first interest in certain equipment owned by Axion Recycling. We may prepay the Promissory Note at any time, in whole or in part, together with all accrued and unpaid interest, without premium or penalty. | ||||||||||
Interest expense for the years ended December 31, 2014 and 2013 of approximately $9,800 and $1,900, respectively was paid in cash. | ||||||||||
4.25% Bank Term Loans | ||||||||||
During the year ended December 31, 2013, we purchased certain tangible and intangible assets including property and equipment of Y City Recycling LLC, a plastics recycling company (see Note 3), which were funded, in part, by term loans (the “Bank Term Loans”) made by The Community Bank in the aggregate principal amounts of $1,000,000 and $3,500,000. Each of the Bank Term Loans bears interest at 4.25% per annum and matures on November 15, 2018. With respect to principal payments under the Bank Loans, $100,000 is due on each of November 15, 2014 and 2015, $250,000 is due on each of November 15, 2016 and 2017, and the balance of the principal amounts outstanding under the Bank Term Loans is due on November 15, 2018. The Bank Term Loans may be prepaid in full or in part at any time without premium or penalty. The Community Bank may accelerate all amounts due under the Bank Term Loans, together with accrued and unpaid interest, upon the occurrence of an Event of Default, as defined in the documents. We were in compliance with the term of the Bank Term Loans at December 31, 2014. | ||||||||||
The Bank Term Loans are secured by a security interested in all of the equipment we purchased pursuant to this transaction and in certain of our equipment located at our Waco, Texas facility. | ||||||||||
Interest expense for the years ended December 31, 2014 and 2013 of approximately $192,500 and $15,900, respectively was paid in cash. | ||||||||||
8% Convertible Promissory Notes (2014) | ||||||||||
During the year ended December 31, 2014 pursuant to the terms of our 8% convertible promissory notes (the “2014 Notes”), we issued and sold to MLTM Lending, LLC, Samuel Rose and Allen Kronstadt collectively the “Investors”, (see Note 14 regarding related party transactions) an aggregate principal amount of $2,000,000 of our 2014 Notes which are initially convertible into 7.5 million shares of our common stock, subject to adjustment as provided on the terms of the 2014 Notes, (i) at any time prescribed by the Investors or (ii) upon any date prior to June 11, 2019 (the “Maturity Date”) which the Company’s common shares are listed on a U.S. based stock exchange. | ||||||||||
The fair value of the conversion option derivative liability at issuance, was recorded as a discount to the 2014 Notes. This debt discount is amortized to other expenses in our statement of operations over the term of the 2014 Notes. During the year ended December 31, 2014, we amortized approximately $0.9 million of the discount to other expenses in our statement of operations. At December 31, 2014, the unamortized discount was approximately $1.8 million. See Note 7 for further discussion of this derivative liability. | ||||||||||
The 2014 Notes, including all outstanding principal and accrued and unpaid interest, are due and payable on the Maturity Date or upon the occurrence of an Event of Default (as defined in the 2014 Notes). We may prepay the 2014 Notes, in whole or in part, upon notice to the holders thereof. Interest accrues on the 2014 Notes at a rate of 8.0% per annum, payable quarterly starting with September 30, 2014. For the quarter ended December 31, 2014 and for each subsequent quarter that the 2014 Notes are outstanding, the Investors shall have the right to have the interest paid in shares of common stock, valued at the weighted average price of a share of common stock for the twenty consecutive trading days ending with the end of the quarter, pursuant to the terms of the 2014 Notes. | ||||||||||
Interest expense for the year ended December 31, 2014 was approximately $84,100 and was paid in cash prior to or subsequent to December 31, 2014. | ||||||||||
12% Convertible Promissory Notes | ||||||||||
During the year ended December 31, 2014 pursuant to the terms of our 12% convertible promissory notes (the “12% Notes”), we issued and sold to MLTM Lending, LLC, Samuel Rose and Allen Kronstadt collectively the “Investors”, (see Note 14 regarding related party transactions) an aggregate principal amount of $1,000,000 of our 12% Notes. Upon sixty days’ notice, the principal due under the 12% Notes is convertible into shares of our common stock based on a Conversion Price which is 85% of the weighted average volume price per day of our common stock for the ten consecutive trading days preceding the day upon which the notice of conversion is received by us, pursuant to the 12% Notes. | ||||||||||
The 12% Notes, including all outstanding principal and accrued and unpaid interest, are due and payable on June 30, 2015 or upon the occurrence of an Event of Default (as defined in the 12% Notes). We may prepay the 12% Notes, in whole or in part, upon notice to the holders thereof. Interest accrues on the 12% Notes at a rate of 12% per annum, payable monthly starting with September 30, 2014. | ||||||||||
Interest expense for the year ended December 31, 2014 was approximately $43,200 and was paid in cash prior to or subsequent to December 31, 2014. | ||||||||||
5% Bank Promissory Note | ||||||||||
During the year ended December 31, 2014, we borrowed $4.0 million from a commercial bank (the “Bank”) pursuant to the terms of a promissory note and loan agreement (the “5% Bank Note”). Interest accrues on the outstanding principal at a fixed interest rate of 5% per annum and is payable monthly. All outstanding principal and accrued but unpaid interest is due on September 18, 2017. The 5% Bank Note may be prepaid in full or in part at any time without premium or penalty. The Bank may accelerate all amounts due under the Bank Term Loans, together with accrued and unpaid interest, upon the occurrence of an Event of Default, as defined in the documents. We were in compliance with the terms of the 5% Bank Note at December 31, 2014. | ||||||||||
The Bank was induced to enter into the 5% Bank Note with the guarantee of Melvin Lenkin, Samuel Rose and Allen Kronstadt, collectively the “Investors”, (see Note 14 regarding related party transactions). In a separate agreement between the Bank and the Investors, the Investors agreed, among other terms, to guarantee to the Bank the full and punctual payment of all obligations which we have with the Bank in connection with the 5% Bank Note. | ||||||||||
Interest expense for the year ended December 31, 2014 of approximately $57,200 was paid in cash prior to or subsequent to December 31, 2014. | ||||||||||
12% Secured Notes | ||||||||||
During the year ended December 31, 2014 pursuant to the terms of our 12% secured notes (the “12% Secured Notes”), we issued and sold to MLTM Lending, LLC, Samuel Rose and Allen Kronstadt collectively the “Investors”, (see Note 14 regarding related party transactions) an aggregate principal amount of $1,950,000 of our 12% Secured Notes. Pursuant to the terms of the Pledge Agreement entered into contemporaneous with the 12% Secured Notes, we provided a security interest in favor of the Investors in all of our rights, title and interest in the pledged shares of common stock of certain wholly-owned subsidiaries of the Company. | ||||||||||
The 12% Secured Notes, including all outstanding principal and accrued and unpaid interest, are due and payable on June 30, 2015 or upon the occurrence of an Event of Default (as defined in the 12% Secured Notes). We may prepay the 12% Secured Notes, in whole or in part, upon notice to the holders thereof. Interest accrues on the 12% Secured Notes at a rate of 12% per annum. | ||||||||||
Interest expense for the year ended December 31, 2014 was approximately $18,500 and will be paid in cash on March 31, 2015, at maturity. | ||||||||||
10_Convertible_Redeemable_Pref
10% Convertible Redeemable Preferred Stock | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Features Of Convertible Preferred Stock [Abstract] | ||||||||
10% Convertible Redeemable Preferred Stock | Note 9 - 10% Convertible Redeemable Preferred Stock | |||||||
The components of our Preferred Stock, classified as temporary equity in our balance sheet at December 31, 2014 and 2013, are summarized as follows: | ||||||||
2014 | 2013 | |||||||
10% convertible preferred stock - face value | $ | 6,829,980 | $ | 6,946,230 | ||||
Unamortized discount | - | -221,386 | ||||||
10% convertible preferred stock, net of discount | $ | 6,829,980 | $ | 6,724,844 | ||||
During the year ended December 31, 2011, we designated 880,000 shares of preferred stock as 10% convertible redeemable preferred stock (the “Preferred Stock”). The Preferred Stock has a stated value (the “Stated Value”) of $10.00 per share. The Preferred Stock and any dividends thereon may be converted into shares of our common stock at any time by the holder at a conversion rate, as adjusted (the “Conversion Rate”). The holders of the Preferred Stock are entitled to receive dividends at the rate of ten percent per annum payable quarterly. Dividends shall not be declared, paid or set aside for any series or other class of stock ranking junior to the Preferred Stock, until all dividends have been paid in full on the Preferred Stock. The dividends on the Preferred Stock are payable, at our option, in cash, if permissible, or in additional shares of common stock. The Preferred Stock is not subject to any anti-dilution provisions other than for stock splits and stock dividends or other similar transactions. The holders of the Preferred Stock shall have the right to vote with our stockholders in any matter. The number of votes that may be cast by a holder of our Preferred Stock shall equal the Stated Value of the Preferred Stock purchased divided by the Conversion Rate. | ||||||||
The Preferred Stock is redeemable for cash by the holder any time after the three-year anniversary from the initial purchase. The Preferred Stock were purchased during March and April 2011, therefore holders of the Preferred Stock have the right to redeem their Preferred Stock any time after March 2014. Since we were precluded by Colorado law from redeeming any Preferred Stock upon the attainment of the redemption date, during the year ended December 31, 2014, in exchange for extending the redemption date to after December 31, 2016, we’ve offered to reduce the conversion price to $0.80 for any conversion in 2014, to $0.70 for any conversions in 2015 and to $0.60 for any conversions in 2016 (the “Revised Conversion Terms”). We also offered to extend the expiration date of the Preferred Stock Warrants an additional two years. In exchange, the Preferred Stock Holders agreed to automatically convert their Preferred Stock on the date our common shares are listed on a U.S. based stock exchange (the “Up-listing Date”). In addition, any Preferred Stock Warrants remaining outstanding at the Up-listing Date, will be cancelled and the holder issued a number of shares of common stock equivalent to the fair value of those warrants. Holders of 607,998 shares of the outstanding Preferred Stock accepted this offer. During the three months ended September 30, 2014, we received the consent of a majority of both our common stock holders voting with the as-converted preferred stock holders and the preferred stock holders only, to automatically convert the Preferred Stock still outstanding at the Up-listing Date. Also, the Preferred Stock may be converted by us, provided that the variable weighted average price of our common stock has closed at $4.00 per share or greater, for sixty consecutive trading days and during such sixty-day period, the shares of common stock issuable upon conversion of the Preferred Stock have either been registered for resale or are issuable without restriction pursuant to Rule 144 of the Securities Act of 1933, as amended. | ||||||||
The Preferred Stock when issued was a hybrid instrument comprised of a (i) a preferred stock, (ii) an option to convert the preferred stock into shares of our common stock (the “Conversion Option”) and (iii) a warrant to purchase shares of our common stock to be issued if a certain revenue milestone (the “Revenue Milestone”) was not achieved (the “Make Good Warrant”), as an embedded derivative liability. The Conversion Option derives its value based on the underlying fair value of the shares of our common stock as does the Preferred Stock, and therefore is clearly and closely related to the underlying preferred stock. Since, at issuance the number of shares of common stock which the Make Good Warrant would be exercisable into, was not determinable, and since the fair value of the Make Good Warrants was deemed improbable, we did not record a derivative liability. See Note 7 for further discussion on these derivative liabilities. | ||||||||
Since our Revenue Milestone for the twelve months ended December 31, 2011 was not achieved (i) the Conversion Rate was reduced to $1.00, and (ii) each holder received a Make Good Warrant to purchase a number of shares of our common stock equal to fifty percent of the number of shares of common stock issuable upon conversion of the Preferred Stock at the Conversion Rate. The Make Good Warrants expire December 31, 2015, have an initial exercise price of $1.00 per share and provide for cashless exercise at any time the underlying shares of common stock have not been registered for resale under the Securities Act of 1933 or are issuable without restriction pursuant to Rule 144 of the Securities Act. During the three months ended June 30, 2014, we offered all warrant holders the right to exchange their warrants for their fair value, as calculated using the Black-Scholes option pricing model, for shares of common stock. Warrant holders holding approximately 84% of these outstanding warrants elected the exchange offer. | ||||||||
During the year ended December 31, 2011, we sold 759,773 shares of Preferred Stock at a price per share of $10, for gross proceeds of $7,597,730. We paid commissions, legal fees and other expenses of issuance of $828,340, which has been recorded as a discount and deducted from the face value of the Preferred Stock. At issuance of the Preferred Stock, we attributed a conversion option to the Preferred Stock based upon the difference between the Conversion Rate at the time of issuance and the closing price of our common stock on the date of issuance, which was recorded as a discount and deducted from the face value of the Preferred Stock. Pursuant to the Make Good adjustment of the Conversion Rate to $1.00, at December 31, 2011 the conversion option was recalculated as if the $1.00 Conversion Rate was in affect at issuance which amounted to $2.1 million, and the amortization of the related discount was adjusted for the year ended December 31, 2011. These discounts were amortized over three years consistent with the initial redemption terms, as a charge to additional paid-in capital, due to our deficit in retained earnings. For the three months ended March 31, 2014, we amortized approximately $221,400 of these discounts to additional paid-in capital. At March 31, 2014, the Preferred Stock discount was fully amortized. | ||||||||
During the years ended December 31, 2014 and 2013, we issued 116,250 and 114,000 shares of our common stock, respectively upon conversion of 11,625 and 11,400 shares of our Preferred Stock, respectively. | ||||||||
The Preferred Stock outstanding at December 31, 2014, is convertible into 9.4 million shares of our common stock pursuant to the Revised Conversion Terms or the original terms. | ||||||||
Historically, since the Preferred Stock could ultimately be redeemed at the option of the holder, the carrying value of the shares, net of unamortized discount and accumulated dividends, has been classified as temporary equity. | ||||||||
Our dividend payable on December 31, 2014 of approximately $143,000 was paid, in lieu of cash, with 357,561 shares of common stock issued subsequent to December 30, 2014. | ||||||||
Placement Agent Warrants | ||||||||
We issued warrants to the placement agents for the sale of our Preferred Stock, to purchase 58,352 shares of 10% convertible preferred stock at $10 per share. Since at issuance, the number of shares of common stock which these warrants would be exercisable into was not determinable, we recorded the fair value of the warrants at issuance, as a liability on our balance sheet and we re-value this warrant liability at each reporting date, with changes in fair value recognized in earnings each reporting period. See Note 8 for further discussion of derivative liabilities. | ||||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 10 - Stockholders’ Equity |
On November 19, 2013 at our Annual Meeting of Shareholders, our shareholders approved an amendment to our existing Articles of Incorporation to increase the number of authorized shares of our common stock from 100,000,000 to 250,000,000 shares. The amendment became effective upon the filing of the Articles of Amendment to the Articles of Incorporation with the Secretary of State of the State of Colorado on November 20, 2013. Therefore, we are authorized to issue up to 250,000,000 shares of our common stock, no par value, and up to 2,500,000 shares of our preferred stock, no par value. There were 70,825,215 and 31,168,905 shares of common stock issued and outstanding at December 31, 2014 and 2013, respectively. During the year ended December 31, 2011, we designated 880,000 shares of preferred stock as 10% convertible preferred stock and had issued and outstanding 682,998 and 694,623 shares of 10% convertible preferred stock at December 31, 2014 and 2013, respectively. We may issue additional shares of preferred stock, with dividend requirements, voting rights, redemption prices, liquidation preferences and premiums, conversion rights and other terms without a vote of the shareholders. | |
Common Stock Issuances for the Year Ended December 31, 2014 | |
During January 2014, we issued 181,531 shares of common stock as payment of our dividends on our 10% convertible preferred stock, in lieu of cash, with a fair value on the date of issue of $183,346. | |
During January 2014, we issued 235,853 shares of common stock as payment of our interest on our 8% convertible notes, in lieu of cash, with a fair value on the date of issue of $235,853. | |
During January 2014, we issued 107,461 shares of common stock upon cashless exercise of 341,793 previously awarded stock options and warrants with intrinsic value of $257,219. | |
During January 2014, we issued 220,147 shares of common stock as payment of various commitment fees pursuant to our 12% revolving credit agreement, in lieu of cash, with a fair value on the date of issue of $140,894. | |
During January 2014, we issued 8,522 shares of common stock as payment of our interest on our 12% revolving credit agreement, in lieu of cash, with a fair value on the date of issue of $8,522. | |
During April 2014, we issued 215,942 shares of common stock as payment of our dividends on our 10% convertible preferred stock, in lieu of cash, with a fair value on the date of issue of $159,797. | |
During April 2014, we issued 359,300 shares of common stock as payment of our interest on our 8% convertible notes, in lieu of cash, with a fair value on the date of issue of $265,882. | |
During April 2014, we issued 50,424 shares of common stock as payment of our interest on our 12% revolving credit agreement, in lieu of cash, with a fair value on the date of issue of $37,314. | |
During April 2014, we issued 196,079 shares of common stock to a consultant pursuant to terms of an agreement, with a fair value on the date of issue of $100,000. | |
During June and July 2014, we issued 35,462,955 shares of common stock with a fair value on the date of issue of $24,824,069, in exchange for previously outstanding warrants which were cancelled pursuant to a tender offer, with a fair value of $4,866,269. | |
During July 2014, we issued 274,918 shares of common stock as payment of our dividends on our 10% convertible preferred stock, in lieu of cash, with a fair value on the date of issue of $184,195. | |
During July 2014, we issued 507,483 shares of common stock as payment of our interest on our 8% convertible notes, in lieu of cash, with a fair value on the date of issue of $340,014. | |
During July 2014, we issued 61,280 shares of common stock as payment of our interest on our 12% revolving credit agreement, in lieu of cash, with a fair value on the date of issue of $41,058. | |
During August and September 2014, we issued 116,250 shares of common stock upon conversion of 11,625 shares of our 10% convertible preferred stock, with a value of $116,250. | |
During October 2014, we issued 330,949 shares of common stock as payment of our dividends on our 10% convertible preferred stock, in lieu of cash, with a fair value on the date of issue of $152,237. | |
During October 2014, we issued 687,614 shares of common stock as payment of our interest on our 8% convertible notes, in lieu of cash, with a fair value on the date of issue of $316,302. | |
During October 2014, we issued 82,706 shares of common stock as payment of our interest on our 12% revolving credit agreement, in lieu of cash, with a fair value on the date of issue of $38,045. | |
During October and November 2014, we issued an aggregate of 316,079 shares of common stock to consultants pursuant to terms of an agreement, with a fair value on the date of issue of $149,084. | |
During November 2014, we issued 240,817 shares of common stock as payment of various annual commitment fees pursuant to our 12% revolving credit agreement, in lieu of cash, with a fair value on the date of issue of $108,368. | |
Common Stock Issuances for the Year Ended December 31, 2013 | |
During February 2013, we issued 39,000 shares of common stock upon conversion of 3,900 shares of our 10% convertible preferred stock, with a value of $39,000. | |
During March 2013, we issued 125,000 shares of common stock to a consultant. The shares of common stock had a fair value on the date of issuance of $78,750, which was charged to general and administrative expenses in our statement of operations upon issuance. | |
During April 2013, we issued 266,954 shares of common stock as payment of our dividends on our 10% convertible preferred stock, in lieu of cash, with a fair value on the date of issue of $181,529. | |
During April 2013, we issued 252,639 shares of common stock as payment of our interest on our 8% convertible notes, in lieu of cash, with a fair value on the date of issue of $171,795. | |
During May 2013, we issued 100,000 shares of common stock to a consultant. The shares of common stock had a fair value on the date of issuance of $61,000, which was charged to general and administrative expenses in our statement of operations upon issuance. | |
During July 2013, we issued 342,857 shares of common stock as payment of our dividends on our 10% convertible preferred stock, in lieu of cash, with a fair value on the date of issue of $175,050. | |
During July 2013, we issued 369,040 shares of common stock as payment of our interest on our 8% convertible notes, in lieu of cash, with a fair value on the date of issue of $188,210. | |
During October 2013, we issued 347,039 shares of common stock as payment of our dividends on our 10% convertible preferred stock, in lieu of cash, with a fair value on the date of issue of $176,990. | |
During October 2013, we issued 355,903 shares of common stock as payment of our interest on our 8% convertible notes, in lieu of cash, with a fair value on the date of issue of $181,510. | |
During December 2013, we issued 75,000 shares of common stock to a consultant. The shares of common stock had a fair value on the date of issuance of $76,500, which was charged to general and administrative expenses in our statement of operations upon issuance. | |
During December 2013, we issued a total of 75,000 shares of common stock upon conversion of 7,500 shares of our 10% convertible preferred stock, with a value of $75,000. | |
During December 2013, we issued 300 shares of common stock upon a cashless exercise of a previously awarded stock option of 2,500 shares with an intrinsic value of $2,200. | |
Recovery of Stockholder Short Swing Profit | |
In April 2006, we commenced an action against Tonga Partners, L.P. (“Tonga”), Cannell Capital, L.L.C. and J. Carlo Cannell in the United States District Court of New York, for disgorgement of short-swing profits pursuant to Section 16 of the Securities Exchange Act of 1934, as amended. On November 10, 2004, Tonga converted a convertible promissory note into 1,701,341 shares of Common Stock, and thereafter, between November 10 and November 15, 2004, sold such shares for short-swing profits. In September 2008, the District Court granted us summary judgment against Tonga for disgorgement of short-swing profits in the amount of $5.0 million. The defendants appealed the order granting the summary judgment to the U.S. Court of Appeals for the 2nd Circuit. The three judge panel held in our favor. The defendants petitioned the Court for a full judge review. The petition was denied. The defendants’ petition to the United States Supreme Court for a writ of certiorari was denied. As a result, during the three months ended June 30, 2013, we received $3.1 million representing the disgorgement of the short-swing profits less legal fees. This amount was recorded as additional paid-in capital. | |
Sharebased_Compensation
Share-based Compensation | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||||||||||
Share-based Compensation | Note 11 - Share-based Compensation | |||||||||||
Options | ||||||||||||
At our Annual Meeting of Shareholders during the year ended December 31, 2013, our shareholders approved an amendment to our 2010 Stock Plan to increase the number of shares of common stock reserved thereunder by 2,000,000 shares. In addition, during the year ended December 31, 2014 the board approved an additional 2,000,000 shares to be available for award under the 2010 Stock Plan, subject to shareholder approval, which brought the total available for award under the 2010 Stock Plan to 7,000,000 shares. The exercise price of an option is established by the Board of Directors on the date of grant and is generally equal to the market price of the stock on the grant date. The Board of Directors may determine the vesting period for each new grant. Options issued are exercisable in whole or in part for a period as determined by the Board of Directors of up to ten years from the date of grant. | ||||||||||||
During the year ended December 31, 2013, our 2003 Stock Plan expired and no further awards are allowed under that plan. | ||||||||||||
We estimated the fair value of each option award at the grant date by using the Black-Scholes option pricing model with the following range of assumptions for awards made during the years ended December 31, 2014 and 2013: | ||||||||||||
2014 | 2013 | |||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||
Expected volatility, in years | 90 | % | 90 | % | ||||||||
Risk-free interest rates | 1.5 | % | 1.4% to 2.8 | % | ||||||||
Expected lives, in years | 5 | 5 to 10 | ||||||||||
During the year ended December 31, 2014, we awarded options to purchase 175,000 shares of our common stock at a weighted average exercise price of $0.84 to an officer and two of our directors. The right to exercise these options is on the date of award. We estimated the fair value of these options to be approximately $102,500 which was charged to expense in our statement of operations during the period. We use the Black-Scholes option pricing model to estimate the fair values, with the following range of assumptions: (i) no dividend yield, (ii) expected volatility of 90%, (iii) risk-free interest rates of 1.5%, and (iv) expected lives of five years. | ||||||||||||
In addition to the options which vested on the date of award, we amortize certain options over vesting periods which included certain periods during the year ended December 31, 2014 and consequently we charged to operating expenses approximately $433,400 during the year ended December 31, 2014, respectively. | ||||||||||||
During the year ended December 31, 2013, we awarded options to purchase 3,085,000 shares of our common stock at a weighted average exercise price of $0.54 per share to employees, directors and consultants. The right to exercise these options is either on the date of award or based on (i) service time and (ii) in certain instances the optionee’s achievement of specific objectives. We estimate the fair value on the date of grant for the service time-vested options awarded during the year and amortized that fair value over the service time requirement. For those option awards that vest on the optionee’s achievement of certain objectives, until it is probable that the optionee will achieve the specific objective, the award is not earned and the fair value of the option is not estimated nor charged to operating expenses. We use the Black-Scholes option pricing model to estimate fair value of each option awarded. During the year ended December 31, 2013, an aggregate of approximately $529,500 was recognized in operating expenses in relation to these options. | ||||||||||||
The following table summarizes our stock option activity for the periods presented: | ||||||||||||
Weighted- | ||||||||||||
Number | Average | |||||||||||
of Shares | Exercise | |||||||||||
Issuable | Price | |||||||||||
Balance, January 1, 2013 | 5,710,125 | $ | 1.1 | |||||||||
Granted | 3,085,000 | 0.54 | ||||||||||
Exercised | -2,500 | 0.88 | ||||||||||
Cancelled | -1,290,204 | 0.36 | ||||||||||
Balance, December 31, 2013 | 7,502,421 | $ | 1 | |||||||||
Granted | 175,000 | 0.84 | ||||||||||
Exercised | -186,225 | 0.88 | ||||||||||
Cancelled | -3,363,068 | 0.96 | ||||||||||
Balance, December 31, 2014 | 4,128,128 | $ | 1.04 | |||||||||
During the years ended December 31, 2014 and 2013, we issued 23,693 and 300 shares of common stock, respectively pursuant to a cashless exercise of stock option to acquire 186,225 and 2,500 shares of common stock, respectively. The intrinsic value of these shares of common stock were approximately $163,900 and $2,200, respectively. | ||||||||||||
The following table summarizes options outstanding at December 31, 2014: | ||||||||||||
Weighted- | Weighted- | |||||||||||
Number | Average | Average | Aggregate | |||||||||
of Shares | Exercise | Remaining | Intrinsic | |||||||||
Issuable | Price | Term (Years) | Value | |||||||||
Exercisable | 3,438,128 | $ | 1.03 | 2.5 | $ | 3,000 | ||||||
Not vested | 690,000 | 1.06 | 3.4 | - | ||||||||
Balance, December 31, 2014: | 4,128,128 | $ | 1.04 | 2.7 | $ | 3,000 | ||||||
Warrants | ||||||||||||
From time to time, we compensate consultants, advisors and investors with warrants to purchase shares of our common stock, in lieu of cash payments. Net share settlement is available to warrant holders. | ||||||||||||
The following table sets forth our warrant activity during the periods presented: | ||||||||||||
Weighted- | ||||||||||||
Number | Average | |||||||||||
of Shares | Exercise | |||||||||||
Issuable | Price | |||||||||||
Balance, January 1, 2013 | 27,353,151 | $ | 0.79 | |||||||||
Granted | 14,875,004 | 0.6 | ||||||||||
Cancelled | -632,500 | 1.56 | ||||||||||
Balance, December 31, 2013 | 41,595,655 | $ | 0.69 | |||||||||
Granted | 7,435,901 | 0.67 | ||||||||||
Cancelled pursuant to Tender Offer | -46,276,774 | 0.67 | ||||||||||
Exercised | -155,568 | 0.6 | ||||||||||
Cancelled | -1,433,068 | 0.87 | ||||||||||
Balance, December 31, 2014 | 1,166,146 | $ | 1.13 | |||||||||
During the year ended December 31, 2014, we issued 83,768 shares of common stock pursuant to a cashless exercise of warrants to acquire 155,568 shares of common stock with an intrinsic value of approximately $93,300. | ||||||||||||
During the year ended December 31, 2014, we issued warrants to purchase 7,275,901 shares of our common stock pursuant to our issuance and sale of our 8% convertible promissory notes, at an initial exercise price of $0.60 per share. These warrants had fair values on their dates of issuances of approximately $391,400 which was recorded as a credit to derivative liabilities and a charge to debt discount associated with our 8% convertible promissory notes. See Notes 7 and 8 for further discussion of these warrants. The estimated fair value of the warrants was computed by a third party using Monte Carlo simulation models. The following ranges of assumptions were used for the simulation models: (i) no dividend yield, (ii) expected volatility of 45%, (iii) risk-free interest rate of 0.2%, and (iv) an expected life of approximately one and one-half years. | ||||||||||||
During the year ended December 31, 2014, we issued a warrant to purchase 160,000 shares of our common stock at an exercise price of $1.20 in payment of amounts due a consultant. We estimated the fair value of this warrant to be approximately $84,700, which was charged to expense in our statement of operations during the period. We used the Black-Scholes option pricing model to estimate the fair value, with the following range of assumptions: (i) no dividend yield, (ii) expected volatility of 90%, (iii) risk-free interest rate of 0.8%, and (iv) an expected life of approximately three years. | ||||||||||||
In addition, the fair value of a previously issued warrant to a consultant which was being amortized over a service period spanning multiple reporting periods, was revalued using the Black-Scholes option pricing model, at the end of each reporting period. During the year ended December 31, 2014, we decreased the fair value by approximately $14,900 and recorded a charge in our statement of operations. We used the Black-Scholes option pricing model to estimate the fair value, with the following range of assumptions: (i) no dividend yield, (ii) expected volatility of 90%, (iii) risk-free interest rate of approximately 0.8%, and (iv) an expected life of less than one year. | ||||||||||||
Tender Offer to Exchange Warrants for Shares of Common Stock | ||||||||||||
During June 2014, we extended an offer to exchange for shares of our common stock any and all of our outstanding warrants from the holders thereof (the “Tender Offer”). Each warrant holder was provided with the terms of the Tender Offer regarding their outstanding warrants. For every $10 of value attributed to the warrant, we offered to exchange 14.17707 shares of our common stock. The value of the warrants was derived from third parties using Monte Carlo simulation models and the Black-Scholes Option Pricing Model. The Tender Offer expired at 11:59P.M. on June 16, 2014. | ||||||||||||
Of the warrants to purchase 47.7 million shares of our common stock subject to the Tender Offer, warrants to purchase 46.3 million shares of our common stock were tendered with fair value of $4.9 million and exchanged for 35.5 million shares with a fair value on date of issuance of $24.8 million. The warrants were cancelled upon tender. | ||||||||||||
During the year ended December 31, 2013, pursuant to our 8% convertible promissory notes, we issued warrants to purchase 14,875,004 shares of our common stock at an initial exercise price of $0.60 per share. These warrants had fair values on their dates of issuances of approximately $334,100 which was recorded as a credit to derivative liabilities and a charge to debt discount associated with our 8% convertible promissory notes. See Notes 7 and 8 for further discussion of these warrants. The estimated fair value of the warrants was computed by a third party using Monte Carlo simulation models. | ||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Taxes | Note 12 - Income Taxes | |||||||
Due to our substantial operating losses and the valuation allowance applied against our deferred tax assets, we have not recorded any income tax expense or benefit. | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Current: | ||||||||
Federal | $ | - | $ | - | ||||
State | - | - | ||||||
- | - | |||||||
Deferred: | ||||||||
Federal | - | - | ||||||
State | - | - | ||||||
- | - | |||||||
Provision for income tax, net | $ | - | $ | - | ||||
Income taxes related to our loss from operations differ from the amount computed using the federal statutory income tax rate as follows for the years ended December 31, 2014 and 2013: | ||||||||
2014 | 2013 | |||||||
Tax benefit computed at the federal statutory rate | $ | -5,701,569 | $ | -8,466,361 | ||||
State income tax (benefit), net of federal income tax effect | -814,510 | -1,209,480 | ||||||
Nondeductible permanent differences | -143,271 | 6,042,555 | ||||||
Change in valuation allowance | 6,659,350 | 3,633,286 | ||||||
Provision for income taxes | $ | - | $ | - | ||||
Deferred income taxes result from temporary differences in the recognition of income and expenses for financial reporting purposes and for tax purposes. At December 31, 2014 and 2013, we had available net operating loss carry forwards of $37.9 million and $25.7 million, respectively that expire through 2034. | ||||||||
During 2014 the Company has experienced a significant change in capital structure. As a result of the increase in shares outstanding, the Company believes that a greater than 50% change in ownership as defined in section 382 of the IRC has occurred and therefore the Company’s ability to utilize it’s net operating losses may be limited. The Company believes that a Sec. 382 study will confirm a change has occurred and therefore the ability of the Company to use its net operating losses will be limited on an annual basis based on the value of the Company at the time of the ownership change. Such limitation will have the effect of limiting on an annual basis the amount of net operating losses the Company can utilize as an offset to future taxable income. | ||||||||
Nondeductible permanent differences at December 31, 2014 and 2013 result from the recognition of the changes in fair value of derivative liabilities, warrants exchanged for common stock, and impairment charge for intangible assets for financial reporting purposes, but will not be a deduction or income for tax purposes. | ||||||||
As of December 31, 2014 and 2013, our deferred tax assets (liabilities) are as follows: | ||||||||
2014 | 2013 | |||||||
Deferred Tax Assets: | ||||||||
Non-cash interest expense | $ | 2,828,837 | $ | 1,677,305 | ||||
Share-based compensation | 4,061,677 | 3,833,855 | ||||||
Impairment of intangible assets | 218,300 | - | ||||||
Other | 254,740 | 254,740 | ||||||
Net operating loss carry forward | 15,159,830 | 10,098,134 | ||||||
Less: Valuation allowance | -22,220,990 | -15,561,640 | ||||||
302,394 | 302,394 | |||||||
Deferred Tax Liabilities: | ||||||||
Property and equipment | -302,394 | -302,394 | ||||||
Net deferred asset (liability) | $ | - | $ | - | ||||
We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We are current with our filing of our federal and state tax returns. Our income tax returns are open to examination by federal and state authorities, based on statute of limitations, which is three years. We do not have any amount recorded for any unrecognized tax benefits as of December 31, 2014 and 2013, nor did we record any amount for the implementation of ASC 740. Our policy is to record estimated interest and penalty related to underpayment of income taxes or unrecognized tax benefits as a component of our income tax provision. During the years ended December 31, 2014 and 2013, we did not recognize any interest or penalties in our statement of operations and there are no accruals for interest or penalties at December 31, 2014 or 2013. | ||||||||
Business_Concentration
Business Concentration | 12 Months Ended |
Dec. 31, 2014 | |
Risks and Uncertainties [Abstract] | |
Business Concentration | Note 13 - Business Concentration |
During the years ended December 31, 2014 and 2013, we sold our products to 95 and 58 different customers, respectively. Sales of our ECOTRAX rail ties to one customer represented approximately 15% and 46%, respectively of our total revenue for which there were no unpaid invoices at December 31, 2014 or 2013. | |
During the year ended December 31, 2014, two vendors each provided over 10% of our purchases of raw materials and other product and services. During the year ended December 31, 2013, the top five vendors approximated 59%, of our purchases or raw materials and other products and services. | |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 - Commitments and Contingencies |
Operating leases | |
During the year ended December 31, 2013, we entered into an assignment of the original lease for our Zanesville, OH facility, effective November 15, 2013 at a monthly lease payment of $25,750. The original term of the lease expires at the end of April 2018, but provides two additional five-year extensions and includes an annual rent escalation clause based on the greater of the change in a certain Consumer Price Index or 3%. We record rent expense based on the straight-line amortization of the full 15-year term of the initial lease plus all extensions. Our rent expense, for the years ended December 30, 2014 and 2013 was approximately $383,100 and $38,600, respectively and our deferred rent at December 31, 2014 was approximately $77,000. This facility also serves as our corporate headquarters. | |
Effective September 1, 2013, we signed a ten year lease for our production facility in Waco, Texas which provides five additional five-year extensions. Monthly rent expense for the first year of the lease is $21,875. The lease includes an annual rent escalation clause based on the greater of the change in a certain Consumer Price Index or 3%. We record rent expense based on the straight-line amortization of the full 35-year term of the initial lease plus all extensions. Our rent expense for the years ended December 31, 2014 and 2013 was approximately $453,500 and $265,700 (including the month-to-month arrangement prior to the signed lease), respectively and our deferred rent at December 31, 2014 was approximately $257,900. | |
We leased office space in New Providence, New Jersey which previously served as our corporate headquarters, pursuant to a one-year extension of our prior three-year lease agreement for monthly lease payments of approximately $3,800. The lease expired on October 31, 2014. Facility rent expense totaled approximately $38,400 for the year ended December 31, 2014, respectively. | |
Royalty Agreements | |
In February 2007, we acquired an exclusive, royalty-bearing license in specific but broad global territories to make, have made, use, sell, offer for sale, modify, develop, import, and export products made using patent applications owned by Rutgers University (Rutgers”). We are using these patented technologies in the production of our composite rail ties and structural building products. The term of the License Agreement runs until the expiration of the last-to-expire issued patent within the Rutgers’ technologies licensed under the License Agreement, unless terminated earlier. | |
We are obligated to pay Rutgers royalties ranging from 1.5% to 3.0% on various product sales, subject to certain minimum payments each year and to reimburse Rutgers for certain patent defense costs in the case of patent infringement claims made against the Rutgers patents. For the years ended December 31, 2014 and 2013, we accrued royalties payable to Rutgers on product sales of approximately $125,400 and $93,400, respectively. In addition, for the years ended December 31, 2014 and 2013, since we did not meet the minimum royalty due pursuant to the license, we accrued approximately $74,600 and $106,600, respectively which was charged to operating expenses in our statement of operations. | |
Previously, we paid a royalty for the use of certain production practices for our rail tie products. For the years ended December 31, 2014 and 2013, we paid approximately $46,800 and $83,000, respectively under this arrangement. | |
Litigation | |
From time to time we may be subject to various routine legal matters incidental to our business, but we do not believe that they would have a material adverse effect on our financial condition or results of operations. | |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ||||||||
Related Party Transactions | Note 15 - Related Party Transactions | |||||||
Samuel G. Rose and Julie Walters | ||||||||
Pursuant to the terms of the Purchase Agreement associated with out 8% convertible promissory notes (see note 8), Samuel G. Rose was appointed to our board of directors on August 4, 2014, and Mr. Rose and Julie Walters own in excess of 5% of our outstanding common stock. | ||||||||
10% Convertible Redeemable Preferred Stock. During the year ended December 31, 2011, we sold to Mr. Rose and Ms. Walters 100,000 shares of our Preferred Stock for $1.0 million. The Preferred Stock may be converted into shares of our common stock at any time by Mr. Rose and Ms. Walters at a conversion price effective January 1, 2015 of $0.70 per share, as adjusted. Mr. Rose and Ms. Walters are entitled to receive dividends at the rate of 10% per annum payable quarterly, at our option, in cash, or in additional shares of common stock, and have the right to vote the Preferred Stock with our common stockholders on any matter. | ||||||||
Since certain revenue targets for the twelve months ended December 31, 2011 were not achieved, Mr. Rose and Ms. Walters received a warrant to purchase 500,000 shares of our common stock. During June 2014, we extended an offer to exchange for shares of our common stock any and all of our outstanding warrants from the holders thereof (the “Tender Offer”). Each warrant holder was provided with the terms of the Tender Offer regarding their outstanding warrants. For every $10 of value attributed to the warrant, we offered to exchange 14.17707 shares of our common stock. The value of the warrants was derived from third parties using Monte Carlo simulation models and the Black-Scholes Option Pricing Model. Pursuant to this Tender Offer, Mr. Rose and Ms. Walters received approximately 259,300 shares of common stock in exchange for the warrants to purchase 500,000 shares of common stock. | ||||||||
Through December 31, 2014, Mr. Rose and Ms. Walters received an aggregate of approximately 635,400 shares of common stock as dividend payments on the Preferred Stock held by them. | ||||||||
8% Convertible Promissory Notes (2012). Effective April 25, 2012, we entered into a Memorandum of Understanding (the “MOU”) with Mr. Rose and several other investors. Pursuant to the MOU, we issued to Mr. Rose a demand promissory note (the “Demand Note”) in the principal amount of $1,666,667. Interest accrued on the unpaid principal balance of the Demand Note at a rate of 8.0% per annum. On August 24, 2012, we entered into a Note Purchase Agreement (the “Purchase Agreement”) with Mr. Rose, MLTM Lending, LLC, Allen Kronstadt and certain other investors (the “Note Purchase Agreement Investors”), pursuant to which, as of December 31, 2014, we have issued and sold to Mr. Rose an aggregate principal amount of $5,209,260 of our 8.0% convertible promissory notes (the “8% Notes - 2012”) which are initially convertible into shares of our common stock, at a conversion price equal to $0.40 per share of common stock, subject to adjustment as provided on the terms of the 8% Notes - 2012, and associated warrants (the “8% Note Warrants”) to purchase, in the aggregate, 13,023,151 shares of common stock, subject to adjustment as provided on the terms of the 8% Note Warrants. At the initial closing under the Purchase Agreement, in consideration for the issuance of the 8% Notes - 2012 and the 8% Note Warrants issued at such closing, Mr. Rose converted the aggregate principal amount outstanding, together with all accrued and unpaid interest, under the Demand Note and paid us in cash for the balance. Through December 31, 2014, Mr. Rose has received an aggregate of 1,265,849 shares of common stock as interest payments under the 8% Notes - 2012 held by them. | ||||||||
In connection with the entry into the Purchase Agreement, we granted to the Note Purchase Agreement Investors: (i) certain demand and piggyback registration rights with respect to the registration of certain Company securities under the Securities Act and the rules and regulations promulgated thereunder, and (ii) a security interest and lien in all of our assets and rights to secure our obligations under the 8% Notes – 2012. | ||||||||
The 8% Notes - 2012, including all outstanding principal and accrued and unpaid interest, are due and payable on the earlier of five years from date of issuance or upon the occurrence of an Event of Default (as defined in the 8% Notes - 2012). We may prepay the 8% Notes - 2012, in whole or in part, upon 60 calendar days prior written notice to the holders thereof. Interest accrues on the 8% Notes - 2012 at a rate of 8.0% per annum, payable during the first three years that the 8% Notes - 2012 are outstanding in shares of common stock, valued at the weighted average price of a share of common stock for the twenty consecutive trading days prior to the interest payment date, pursuant to the terms of the 8% Notes - 2012. During the fourth and fifth years that the 8% Notes - 2012 are outstanding, interest that accrues under the 8% Notes - 2012 shall be payable in cash. | ||||||||
Pursuant to our Tender Offer, Mr. Rose received 10.9 million shares of common stock in exchange for their 8% Note Warrants to purchase 13.0 million shares of common stock. | ||||||||
Revolving Credit and Letter of Credit Support Agreement. During the year ended December 31, 2013, we entered into a Revolving Credit and Letter of Credit Support Agreement (the “Revolving Loan Agreement”) pursuant to which Mr. Rose along with MLTM Lending LLC (the “Lenders”) had agreed to lend us up to $1.0 million each on a revolving basis. Each revolving loan made under the Revolving Loan Agreement bears interest at 12% per annum, of which 4% is payable by us in cash on the first business day of each month, and 8% is payable by us in shares of common stock on the first business day of each calendar quarter, valued at a price equal to the average of the Weighted Average Price (as such term is defined in the Revolving Loan Agreement) of a share of common stock for 20 consecutive trading days prior to the interest payment date. The maturity date of the Revolving Loan Agreement is December 31, 2015 (the “Maturity Date”). As of December 31, 2014, Mr. Rose had provided $1.0 million pursuant to the Revolving Loan Agreement. | ||||||||
Under the terms of the Revolving Loan Agreement, we may prepay the revolving loans at any time, in whole or in part, together with all accrued and unpaid interest, without premium or penalty. The Lenders may accelerate all amounts due under the Revolving Loan Agreement, together with accrued and unpaid interest, upon the occurrence of an Event of Default, as defined in the Revolving Loan Agreement. | ||||||||
As consideration for the revolving loans extended under the Revolving Loan Agreement, we agreed to issue to each Lender 100,000 shares of common stock, upon signing of the Revolving Loan Agreement and again prior to December 31, 2014 and 2015. Through December 31, 2014, Mr. Rose has received a total of 200,000 shares of common stock. | ||||||||
In connection with the entry into the Revolving Loan Agreement, pursuant to the terms thereof, we entered into a Security Agreement pursuant to which we granted a security interest and lien in all of our accounts receivable and inventory to secure the Lenders’ obligations under the Revolving Loan Agreement. | ||||||||
Through December 31, 2014, we paid approximately $42,700 in interest and we issued to Mr. Rose approximately 142,100 shares of common stock as payment of interest. | ||||||||
8% Convertible Promissory Notes (2014). During the months of June and August 2014 pursuant to the terms of our 8% convertible promissory notes (the “8% Notes - 2014”), we issued and sold to Mr. Rose, an aggregate principal amount of $666,666 of our 8% Notes - 2014 which are initially convertible into 2.5 million shares of our common stock, subject to adjustment as provided on the terms of the 8% Notes - 2014, (i) at any time prescribed by the Investors or (ii) upon any date prior to the maturity date of June 11, 2019, on which the Company’s common shares are listed on a U.S. based stock exchange. | ||||||||
Through December 31, 2014, we paid Mr. Rose approximately $28,100 of interest on the 8% Notes – 2014. | ||||||||
12% Convertible Promissory Notes. During the three months ended September 30, 2014 pursuant to the terms of our 12% convertible promissory notes (the “12% Notes”), we issued and sold to Mr. Rose, an aggregate principal amount of $333,333 of our 12% Notes which are initially convertible into shares of our common stock, subject to adjustment as provided on the terms of the 12% Notes, at any time prescribed by the Investors at a conversion price equal to 85% of the weighted average price of a share of common stock for the ten consecutive trading days prior to the conversion date. The 12% Notes mature on June 30, 2015. | ||||||||
Through December 31, 2014, we paid Mr. Rose approximately $9,400 of interest on the 12% Notes. | ||||||||
12% Secured Notes. During the three months ended December 31, 2014 pursuant to the terms of our 12% secured notes (the “12% Secured Notes”), we issued and sold to Mr. Rose, an aggregate principal amount of $650,000 of our 12% Secured Notes. The 12% Secured Notes mature on June 30, 2015 and are secured by a pledge of the common shares of Axion International, Inc. and Axion Recycled Plastics Incorporated, owned by us. | ||||||||
Through December 31, 2014, we paid Mr. Rose approximately $4,600 of interest on the 12% Secured Notes. | ||||||||
A summary of the transactions entered into with Mr. Rose and Ms. Walter is as follows: | ||||||||
Common | ||||||||
Stock | ||||||||
Equivalent, | ||||||||
Principal | If | |||||||
Converted | ||||||||
10% convertible preferred stock | $ | 1,000,000 | 1,428,571 | |||||
8% convertible notes (2012) | 5,209,260 | 13,023,151 | ||||||
12% revolving | 1,000,000 | - | (i) | |||||
8% convertible notes (2014) | 666,666 | 2,500,000 | ||||||
12% convertible promissory notes | 333,333 | 980,391 | (ii) | |||||
12% secured notes | 650,000 | - | (i) | |||||
TOTAL | $ | 8,859,259 | 17,932,113 | |||||
(i) not convertible into shares of common stock. | ||||||||
(ii) assumed 10-day volume weighted average price was $0.40. | ||||||||
MLTM Lending, LLC and the ML Dynasty Trust | ||||||||
MLTM Lending, LLC and the ML Dynasty Trust own in excess of 5% of our outstanding common stock. Pursuant to the Schedule 13D filings made by MLTM Lending, LLC and the ML Dynasty Trust, the ML Dynasty Trust shares with MLTM the power to vote or direct the vote of, and to dispose or direct the disposition of, greater than 5% of our outstanding stock. Thomas Bowersox, a member of our board of directors, is a trustee of the ML Dynasty Trust. | ||||||||
8% Convertible Promissory Notes (2012). Pursuant to the MOU, we issued to MLTM Lending, LLC a Demand Note (the “MLTM Demand Note”) in the principal amount of $1,426,667. Interest accrued on the unpaid principal balance of the MLTM Demand Note at a rate of 8.0% per annum. Pursuant to the Purchase Agreement, as of December 31, 2014, we have issued and sold to MLTM Lending, LLC an aggregate principal amount of $4,888,444 of our 8% Notes - 2012 and associated 8% Note Warrants to purchase, in the aggregate, 12,221,112 shares of common stock, subject to adjustment as provided on the terms of the 8% Note Warrants. In consideration for the issuance of the 8% Notes - 2012 and the 8% Note Warrants, MLTM Lending, LLC converted the aggregate principal amount outstanding, together with all accrued and unpaid interest, under the MLTM Demand Note and paid us in cash for the balance. Through December 31, 2014, MLTM Lending, LLC has received an aggregate of 1,169,138 shares of common stock as interest payments under the 8% Notes that it holds. | ||||||||
Pursuant to our Tender Offer, MLTM Lending, LLC received 10.2 million shares of common stock in exchange for their 8% Note Warrants to purchase 12.2 million shares of common stock. | ||||||||
The terms of the 8% Notes – 2012, the 8% Note Warrants and the Tender Offer are described above. | ||||||||
Revolving Credit and Letter of Credit Support Agreement. During the year ended December 31, 2013, we entered into a Revolving Credit and Letter of Credit Support Agreement (the “Revolving Loan Agreement”) pursuant to which MLTM Lending LLC and Mr. Rose (the “Lenders”) have agreed to lend us up to $1.0 million each on a revolving basis. In addition, the Revolving Loan Agreement provides that MLTM Lending, LLC will provide letter of credit support to us of up to $500,000 (the “LC Sublimit”). Each revolving loan made under the Revolving Loan Agreement bears interest at 12% per annum, of which 4% is payable by us in cash on the first business day of each month, and 8% is payable by us in shares of common stock on the first business day of each calendar quarter, valued at a price equal to the average of the Weighted Average Price (as such term is defined in the Revolving Loan Agreement) of a share of common stock for 20 consecutive trading days prior to the interest payment date. The maturity date of the Revolving Loan Agreement is December 31, 2015 (the “Maturity Date”). As of December 31, 2014, MLTM Lending, LLC had provided $1.0 million pursuant to the Revolving Loan Agreement and supported $400,000 of outstanding letters of credit. | ||||||||
Under the terms of the Revolving Loan Agreement, we may prepay the revolving loans at any time, in whole or in part, together with all accrued and unpaid interest, without premium or penalty. The Lenders may accelerate all amounts due under the Revolving Loan Agreement, together with accrued and unpaid interest, upon the occurrence of an Event of Default, as defined in the Revolving Loan Agreement. | ||||||||
As consideration for the revolving loans extended under the Revolving Loan Agreement, we agreed to issue to each Lender 100,000 shares of common stock, upon signing of the Revolving Loan Agreement and again prior to December 31, 2014 and 2015. Through December 31, 2014, MLTM Lending, LLC has received a total of 200,000 shares of common stock. As consideration for MLTM Lending, LLC providing letter of credit support, we are required to pay a letter of credit commission fee on the date of the Revolving Loan Agreement, and on each one year anniversary of the date of the Revolving Loan Agreement prior to the Maturity Date, in the amount equal to (i) 2% of the LC Sublimit in cash and (ii) shares of common stock, with an aggregate value of 4% of the LC Sublimit, with each such share of common stock valued at a price equal to the average of the Weighted Average Price of a share of Common Stock for the 20 consecutive trading days prior to the date of payment. | ||||||||
In connection with the entry into the Revolving Loan Agreement, pursuant to the terms thereof, we entered into a Security Agreement pursuant to which we granted a security interest and lien in all of our accounts receivable and inventory to secure the Lenders’ obligations under the Revolving Loan Agreement. | ||||||||
Through December 31, 2014, we paid MLTM Lending, LLC approximately $62,800 in interest and commitment fees, issued approximately 261,000 shares of common stock in various commitment fees, and approximately 142,500 shares of common stock as payment of interest. | ||||||||
8% Convertible Promissory Notes (2014). During the months of June and August 2014 pursuant to the terms of our 8% convertible promissory notes (the “8% Notes - 2014”), we issued and sold to MLTM Lending, LLC, an aggregate principal amount of $666,667 of our 8% Notes - 2014 which are initially convertible into 2.5 million shares of our common stock, subject to adjustment as provided on the terms of the 8% Notes - 2014, (i) at any time prescribed by the Investors or (ii) upon any date prior to the maturity date of June 11, 2019, on which the Company’s common shares are listed on a U.S. based stock exchange. | ||||||||
Through December 31, 2014, we paid MLTM Lending, LLC approximately $28,100 of interest on the 8% Notes – 2014. | ||||||||
12% Convertible Promissory Notes. During the three months ended September30, 2014 pursuant to the terms of our 12% convertible promissory notes (the “12% Notes”), we issued and sold to MLTM Lending, LLC, an aggregate principal amount of $333,334 of our 12% Notes which are initially convertible into shares of our common stock, subject to adjustment as provided on the terms of the 12% Notes, at any time prescribed by the Investors at a conversion price equal to 85% of the weighted average price of a share of common stock for the ten consecutive trading days prior to the conversion date. The 12% Notes mature on June 30, 2015. | ||||||||
Through December 31, 2014, we paid MLTM Lending, LLC approximately $10,100 of interest on the 12% Notes. | ||||||||
12% Secured Notes. During the three months ended December 31, 2014 pursuant to the terms of our 12% secured notes (the “12% Secured Notes”), we issued and sold to MLTM Lending, LLC, an aggregate principal amount of $650,000 of our 12% Secured Notes. The 12% Secured Notes mature on June 30, 2015 and are secured by a pledge of the common shares of Axion International, Inc. and Axion Recycled Plastics Incorporated, owned by us. | ||||||||
Through December 31, 2014, we paid MLTM Lending, LLC approximately $4,500 of interest on the 12% Secured Notes. | ||||||||
A summary of the transactions entered into with MLTM Lending, LLC is as follows: | ||||||||
Common | ||||||||
Stock | ||||||||
Equivalent, | ||||||||
If | ||||||||
Principal | Converted | |||||||
8% convertible notes (2012) | $ | 4,888,444 | 12,221,112 | |||||
12% revolving | 1,000,000 | - | (i) | |||||
8% convertible notes (2014) | 666,667 | 2,500,000 | ||||||
12% convertible promissory notes | 333,334 | 980,394 | (ii) | |||||
12% secured notes | 650,000 | - | (i) | |||||
TOTAL | $ | 7,538,445 | 15,701,506 | |||||
(i) not convertible into shares of common stock. | ||||||||
(ii) assumed 10-day volume weighted average price was $0.40. | ||||||||
Allen Kronstadt | ||||||||
Allen Kronstadt owns in excess of 5% of our outstanding common stock, and was appointed to our board of directors on September 11, 2012 pursuant to the terms of the Purchase Agreement associated with out 8% convertible promissory notes (see note 8). | ||||||||
8% Convertible Promissory Notes (2012). Pursuant to the MOU, we issued to Mr. Kronstadt a demand promissory note (the “Kronstadt Demand Note”) in the principal amount of $1,666,667. Interest accrued on the unpaid principal balance of the Kronstadt Demand Note at a rate of 8.0% per annum. Pursuant to the Purchase Agreement, as of December 31, 2014, we have issued and sold to Mr. Kronstadt an aggregate principal amount of $5,209,297 of our 8% Notes - 2012 and 8% Note Warrants to purchase, in the aggregate, 13,023,243 shares of common stock, subject to adjustment as provided on the terms of the 8% Note Warrants. At the initial closing under the Purchase Agreement, in consideration for the issuance of the 8% Notes - 2012 and the 8% Note Warrants at such closing, Mr. Kronstadt converted the aggregate principal amount outstanding, together with all accrued and unpaid interest, under the Kronstadt Demand Note and paid us in cash for the balance. Through December 31, 2014, Mr. Kronstadt has received an aggregate of 1,245,032 shares of common stock as interest payments under the 8% Notes - 2012 that he holds. | ||||||||
Pursuant to our Tender Offer, Mr. Kronstadt received 10.9 million shares of common stock in exchange for their 8% Note Warrants to purchase 13.0 million shares of common stock. | ||||||||
The terms of the 8% Notes – 2012, the 8% Note Warrants and the Tender Offer are described above. | ||||||||
8% Convertible Promissory Notes (2014). During the months of June and August 2014 pursuant to the terms of our 8% convertible promissory notes (the “8% Notes - 2014”), we issued and sold to Mr. Kronstadt, an aggregate principal amount of $666,667 of our 8% Notes - 2014 which are initially convertible into 2.5 million shares of our common stock, subject to adjustment as provided on the terms of the 8% Notes - 2014, (i) at any time prescribed by the Investors or (ii) upon any date prior to the maturity date of June 11, 2019, on which the Company’s common shares are listed on a U.S. based stock exchange. | ||||||||
Through December 31, 2014, we paid Mr. Kronstadt approximately $27,900 of interest on the 8% Notes – 2014. | ||||||||
12% Convertible Promissory Notes. During the three months ended September 30, 2014 pursuant to the terms of our 12% convertible promissory notes (the “12% Notes”), we issued and sold to Mr. Kronstadt, an aggregate principal amount of $333,333 of our 12% Notes which are initially convertible into shares of our common stock, subject to adjustment as provided on the terms of the 12% Notes, at any time prescribed by the Investors at a conversion price equal to 85% of the weighted average price of a share of common stock for the ten consecutive trading days prior to the conversion date. The 12% Notes mature on June 30, 2015. | ||||||||
Through December 31, 2014, we paid Mr. Kronstadt approximately $9,300 of interest on the 12% Notes. | ||||||||
12% Secured Notes. During the three months ended December 31, 2014 pursuant to the terms of our 12% secured notes (the “12% Secured Notes”), we issued and sold to Mr. Kronstadt, an aggregate principal amount of $650,000 of our 12% Secured Notes. The 12% Secured Notes mature on June 30, 2015 and are secured by a pledge of the common shares of Axion International, Inc. and Axion Recycled Plastics Incorporated, owned by us. | ||||||||
Through December 31, 2014, we paid Mr. Kronstadt approximately $3,200 of interest on the 12% Secured Notes. | ||||||||
A summary of the transactions entered into with Mr. Kronstadt is as follows: | ||||||||
Common Stock | ||||||||
Equivalent, | ||||||||
Principal | If Converted | |||||||
8% convertible notes (2012) | $ | 5,209,297 | 13,023,243 | |||||
8% convertible notes (2014) | 666,667 | 2,500,000 | ||||||
12% convertible promissory notes | 333,333 | 980,391 | (ii) | |||||
12% secured notes | 650,000 | - | (i) | |||||
TOTAL | $ | 6,859,297 | 16,503,634 | |||||
(i) not convertible into shares of common stock. | ||||||||
(ii) assumed 10-day volume weighted average price was $0.40. | ||||||||
Perry Jacobson | ||||||||
Perry Jacobson was appointed to our board of directors on September 20, 2010. | ||||||||
10% Convertible Redeemable Preferred Stock. During the year ended December 31, 2011, we sold to Mr. Jacobson 12,500 shares of our Preferred Stock for $125,000. The Preferred Stock may be converted into shares of our common stock at any time by Mr. Jacobson at a conversion price effective January 1, 2015 of $0.70 per share, as adjusted. Mr. Jacobson is entitled to receive dividends at the rate of 10% per annum payable quarterly, at our option, in cash, or in additional shares of common stock, and has the right to vote the Preferred Stock with our common stockholders on any matter. | ||||||||
Since certain revenue targets for the twelve months ended December 31, 2011 were not achieved, Mr. Jacobson received a warrant to purchase 62,500 shares of our common stock. During the three months ended June 30, 2014, pursuant to our Tender Offer to all warrant holders to exchange the fair value of any warrants then outstanding, for shares of our common stock, Mr. Jacobson received approximately 32,400 shares of common stock in exchange for the warrants to purchase 62,500 shares of common stock. | ||||||||
Through December 31, 2014, Mr. Jacobson received an aggregate of approximately 79,400 shares of common stock as dividend payments on the Preferred Stock held by them. | ||||||||
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 16 - Subsequent Event |
12% Secured Notes | |
Subsequent to the year ended December 31, 2014 pursuant to the terms of our 12% secured notes (the “12% Secured Notes”), we issued and sold to MLTM Lending, LLC, Samuel Rose and Allen Kronstadt collectively the “Investors”, (see Note 8 for additional description) an aggregate principal amount of $4.4 million of our 12% Secured Notes. Pursuant to the terms of the Pledge Agreement entered into contemporaneous with the 12% Secured Notes, we provided a security interest in favor of the Investors in all of our rights, title and interest in the pledged shares of common stock of certain wholly-owned subsidiaries of the Company. | |
The 12% Secured Notes, including all outstanding principal and accrued and unpaid interest, are due and payable on June 30, 2015 or upon the occurrence of an Event of Default (as defined in the 12% Secured Notes). We may prepay the 12% Secured Notes, in whole or in part, upon notice to the holders thereof. Interest accrues on the 12% Secured Notes at a rate of 12% per annum, payable on maturity. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Business and Basis of Financial Statement Presentation | (a) | Business and Basis of Financial Statement Presentation | ||||||
Axion International Holdings, Inc. (“Holdings”) was formed in 1981. In November 2007, Holdings entered into an Agreement and Plan of Merger, among Holdings, Axion Acquisition Corp., a Delaware corporation and a newly created direct wholly-owned subsidiary of Holdings (the “Merger Sub”), and Axion International, Inc., a Delaware corporation which incorporated on August 6, 2006 with operations commencing in November 2007 (“Axion”). On March 20, 2008 Holdings consummated the merger (the “Merger”) of Merger Sub into Axion, with Axion continuing as the surviving corporation and a wholly-owned subsidiary of Holdings. Axion Recycled Plastics Incorporated, an Ohio corporation and a wholly-owned subsidiary of Axion, was established to purchase certain tangible and intangible assets of a plastics recycling company during November 2013. | ||||||||
The Company was founded in 2007 to exploit a proprietary technology that enabled the conversion of recycled plastics into a benchmark structural plastic material yielding components which demonstrated significant strength, durability and application versatility. We manufacture, market and sell ECOTRAX® rail ties and STRUXURE® building products, with significant focus on construction mats. Our ECOTRAX® and STRUXURE® products are fully derived from post-consumer and post-industrial recycled plastics, such as high-density polyethylene, polystyrene and polypropylene. | ||||||||
Our consolidated financial statements include the accounts of our wholly-owned subsidiaries and all intercompany balances and transactions have been eliminated in consolidation. | ||||||||
Cash and Cash Equivalents | (b) | Cash and Cash Equivalents | ||||||
For purposes of our balance sheet and statement of cash flows, we consider all highly liquid debt instruments, purchased as an investment, with an original maturity of three months or less to be cash equivalents. At December 31, 2014 and 2013, we maintained all of our cash in demand or interest-bearing accounts at commercial banks. | ||||||||
Allowance for Doubtful Accounts | (c) | Allowance for Doubtful Accounts | ||||||
We accrue a reserve on a receivable when, based upon the judgment of management, it is probable that a receivable will not be collected and the amount of any reserve may be reasonably estimated. Our allowance for doubtful accounts at December 31, 2014 was approximately $10,800. We did not accrue a reserve for any receivables at December 31, 2013. | ||||||||
Property and Equipment | (d) | Property and Equipment | ||||||
Property and equipment are recorded at cost and depreciated and amortized using the straight-line method over estimated useful lives of two to twenty years. Costs incurred that extend the useful life of the underlying asset are capitalized and depreciated over the remaining useful life. Repairs and maintenance are charged directly to operations as incurred. | ||||||||
Our property and equipment is comprised of the following, at December 31, 2014 and 2013: | ||||||||
2014 | 2013 | |||||||
Office furniture and equipment | $ | 110,173 | $ | 33,299 | ||||
Machinery and equipment | 10,560,393 | 8,803,087 | ||||||
Purchased software | 147,547 | 145,622 | ||||||
Subtotal – property and equipment, at cost | 10,818,113 | 8,982,008 | ||||||
Less accumulated depreciation | -2,139,181 | -1,082,522 | ||||||
Net property and equipment | $ | 8,678,932 | $ | 7,899,486 | ||||
Depreciation expense charged to production and operations during the years ended December 31, 2014 and 2013 was approximately $1.1 million and $319,200, respectively. | ||||||||
Our financial results for the reprocessed plastics business during the six months ended June 30, 2014 and our decision during the three months ended September 30, 2014 to transition the assets acquired of the reprocessing plastics business to a business extruding our proprietary products, represented a triggering event requiring an impairment test of tangible and intangible assets acquired. Based on our test, we determined there was no impairment of property and equipment. | ||||||||
Exclusive Agreement | ||||||||
(e) | Exclusive Agreement | |||||||
In February 2007, we acquired an exclusive, royalty-bearing license in specific but broad global territories to make, have made, use, sell, offer for sale, modify, develop, import, and export products made using patent applications owned by Rutgers University (Rutgers”). We are using these patented technologies in the production of our composite rail ties and structural boards of various sizes. | ||||||||
We are obligated to pay royalties on various product sales to Rutgers, and to reimburse Rutgers for certain patent defense costs. Royalties incurred and payable to Rutgers, for the years ended December 31, 2014 and 2013 were $200,000 for each year and represent the minimum royalties due under the license. | ||||||||
Definite Lived Intangible Assets | (f) | Definite Life Intangible Assets | ||||||
During the year ended December 31, 2013, we acquired a plastic reprocessing business which gave rise to certain definite life intangible assets associated with the acquired customer list and trademark. In accordance with FASB ASC topic, “Goodwill and Other Intangible Assets”, acquired definite life intangibles, are subject to amortization over their useful lives. The method of amortization selected reflects the pattern in which the economic benefits of the specific intangible asset is consumed or otherwise used up. Since that pattern cannot be reliably determined, a straight-line amortization method has been used over the estimated useful life. Intangible assets that are subject to amortization are reviewed for potential impairment at least annually or whenever events or circumstances indicate that carrying amounts may not be recoverable. For the year ended December 31, 2014, we amortized to operating expenses approximately $64,300 of these intangible assets. There was no corresponding amortization for the year ended December 31, 2013. | ||||||||
Our financial results for the reprocessed plastics business during the six months ended June 30, 2014 and our decision during the three months ended September 30, 2014 to transition the assets acquired of the reprocessing plastics business to our business of extruding our proprietary products, represented a triggering event requiring intangible assets impairment tests. During the three months ended September 30, 2014, we determined that our definite life intangible asset associated with our acquired customer list was impaired and of no further value and accordingly we recorded a charge to other expenses for the remaining unamortized balance of approximately $545,800. See note 3. | ||||||||
Indefinite Lived Intangible Assets - Goodwill | (g) | Indefinite Life Intangible Assets – Goodwill | ||||||
In accordance with the FASB ASC topic, “Goodwill and Other Intangible Assets”, indefinite life assets, such as goodwill, acquired as a result of our acquisition of the plastic reprocessing business and which are not subject to amortization are tested for impairment annually, or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. | ||||||||
Our financial results for the reprocessed plastics business during the six months ended June 30, 2014 and our decision during the three months ended September 30, 2014 to transition the facility and equipment used for our reprocessing plastics business to a facility extruding our historical proprietary engineered products, represented a triggering event requiring a goodwill impairment test. During the three months ended September 30, 2014, we tested the goodwill intangible asset associated with the acquisition in November 2013 of the reprocessed plastics business. The goodwill intangible asset was $1.5 million as of both September 30, 2014 and December 31, 2013 and based on our test for impairment done during the three months ended September 30, 2014, we determined there was no impairment at December 31, 2014. See note 3. | ||||||||
Revenue and Cost Recognition | (h) | Revenue and Cost Recognition | ||||||
In accordance with FASB ASC 605 “Revenue Recognition”, revenue is recognized when persuasive evidence of an agreement with the customer exists, products are shipped or title passes pursuant to the terms of the agreement with the customer, the amount due from the customer is fixed or determinable, collectability is reasonably assured, and there are no significant future performance obligations. In most cases, we receive a purchase order from our customer specifying the products requested and delivery instructions. We recognize revenue upon our delivery or shipment of the products as specified in the purchase order. In other cases where we have a contract which provides for a large number of products and few actual deliveries, the revenues are recorded each month as the products are produced and the risk of ownership passes to the customer upon pre-delivery acceptance. Prior to deliveries, our customer’s products are segregated from our inventory and not available for fulfilling other orders. | ||||||||
Our costs of sales are predominately comprised of the cost of raw materials and the costs and expenses associated with the production of the finished product. Prior to 2013, we utilized third-party manufacturers, where under one arrangement we purchased and supplied the raw materials to the third-party manufacturer and we paid them a per-pound cost to produce the finished product. Under another arrangement, the third-party manufacturer sourced and paid for the raw materials and we purchased the finished product from them at a cost per unit. Beginning in 2013, we initiated production of our finished products within a leased facility utilizing our own employees. Additionally, in late 2013 we acquired the assets of a plastics recycling company and began to reprocess recycled plastics for use in our own finished products and to sell to customers for use in their finished products. Our costs of sales may vary significantly as a result of the variability in the cost of our raw materials and the efficiency with which we plan and execute our manufacturing processes. | ||||||||
Historically, we have not had significant warranty replacements, but from time to time as a customer relationship effort, we agree to replace and install improperly installed replacement rail ties. As we view these situations on a case by case basis, and because our products have in the past and we anticipate will in the future, met all specifications for that product, we therefore do not provide for future warranty expenses. | ||||||||
Income Taxes | (i) | Income Taxes | ||||||
We use the asset and liability method of accounting of income taxes pursuant to the provisions of FASB ASC 740 “Income Taxes”, which establishes deferred tax assets and liabilities to be recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | ||||||||
FASB ASC 740 clarifies the accounting for uncertainty in income taxes recognized and prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FASB ASC 740 requires a company to recognize the financial statement effect of a tax position when it is “more-likely-than-not” (defined as a substantiated likelihood of more than 50%), based on the technical merits of the position, that the position will be sustained upon examination. A tax position that meets the more-likely-than-not” recognition threshold is measured to determine the amount of benefit to be recognized in the financial statements based upon the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Our inability to determine that a tax position meets the more-likely-than-not” recognition threshold does not mean that the Internal Revenue Service (“IRS”) or any other taxing authority will disagree with the position that we have taken. | ||||||||
If a tax position does not meet the “more-likely-than-not” recognition threshold, despite our belief that our filing position is supportable, the benefit of that tax position is not recognized in the statements of operations and we are required to accrue potential interest and penalties until the uncertainty is resolved. Potential interest and penalties are recognized as a component of the provision for income taxes which is consistent with our historical accounting policy. Differences between amounts taken in a tax return and amounts recognized in the financial statements are considered unrecognized tax benefits. We believe that we have a reasonable basis for each of our filing positions and intend to defend those positions if challenged by the IRS or another taxing jurisdiction. If the IRS or other taxing authorities do not disagree with our position, and after the statute of limitations expires, we will recognize the unrecognized tax benefit in the period that the uncertainty of the tax position is eliminated. | ||||||||
We believe that there are no uncertain tax positions that fail to meet the more likely than not recognition threshold to be sustained upon examination. As such, a tabular presentation of those tax benefits taken that do not qualify for recognition is not presented. | ||||||||
We are current with our filing of our federal and state income tax returns. Our income tax returns are open to examination by federal and state authorities, based on statute of limitations, which is three years. | ||||||||
Derivative Instruments | (j) | Derivative Instruments | ||||||
For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in fair value recognized in earnings each reporting period as a charge or credit to other expenses. We use the Monte Carlo simulation, and other models, as appropriate to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. | ||||||||
Share-Based Compensation | (k) | Share-Based Compensation | ||||||
We record share-based compensation for transactions in which we exchange our equity instruments (shares of common stock, options and warrants) for services of employees, consultants and others based on the fair value of the equity instruments issued measurement date. The fair value of common stock awards is based on the observed market value of our stock. We calculate the fair value of options and warrants using the Black-Scholes option pricing model. Expense is recognized, net of expected forfeitures, over the period of performance. When the vesting of an award is subject to performance conditions, no expense is recognized until achievement of the performance condition is deemed to be probable. Awards to consultants are marked to market at each reporting period as they vest, and the resulting value is recognized as an adjustment against our earnings for the period. | ||||||||
Loss Per Share | (l) | Loss Per Share | ||||||
Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share, includes the effects of the potential dilution of outstanding options, warrants, and convertible debt on our common stock as determined using the treasury stock method. For the years ended December 31, 2014 and 2013, there were no dilutive effects of such securities because we incurred a net loss in each period. As of December 31, 2014, we have approximately 70.2 million potential common shares issuable under our convertible instruments, warrant and stock option agreements. | ||||||||
Fair Value of Financial Instruments | (m) | Fair Value of Financial Instruments | ||||||
Fair value is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. We have categorized our financial assets and liabilities that are recurring at fair value into a three-level hierarchy in accordance with these provisions. | ||||||||
Concentration of Credit Risk | (n) | Concentration of Credit Risk | ||||||
We maintain our cash with several major U.S. domestic banks. The amount held in the banks exceeds the insured limit of $250,000 from time to time. We have not incurred losses related to these deposits. | ||||||||
At December 31, 2014, two of our customers had unpaid accounts due us representing 35% and 28% of our accounts receivable balance at December 31, 2014. At December 31, 2013, four of our customers had unpaid accounts due us representing 27%, 19%, 12% and 12% of our accounts receivable balance at December 31, 2013. | ||||||||
New Accounting Pronouncements | (o) | New Accounting Pronouncements | ||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and the guidance defines a five step process to achieve this core principle. The ASU is effective for the Company's 2017 fiscal year and may be applied either (i) retrospectively to each prior reporting period presented with an election for certain specified practical expedients, or (ii) retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application, with additional disclosure requirements. The Company is evaluating the potential impact of this new guidance, but does not currently anticipate that the application of ASU No. 2014-09 will have a significant effect on its financial condition, results of operations or its cash flows. We have not yet determined the method by which we will adopt the standard in 2017. | ||||||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in an entity's financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company does not currently anticipate that the application of ASU No. 2014-15 will have an effect on the presentation of our financial condition, results of operations or its cash flows. | ||||||||
Use of Estimates | (p) | Use of Estimates | ||||||
The preparation of our financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. | ||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Property and Equipment | Our property and equipment is comprised of the following, at December 31, 2014 and 2013: | |||||||
2014 | 2013 | |||||||
Office furniture and equipment | $ | 110,173 | $ | 33,299 | ||||
Machinery and equipment | 10,560,393 | 8,803,087 | ||||||
Purchased software | 147,547 | 145,622 | ||||||
Subtotal – property and equipment, at cost | 10,818,113 | 8,982,008 | ||||||
Less accumulated depreciation | -2,139,181 | -1,082,522 | ||||||
Net property and equipment | $ | 8,678,932 | $ | 7,899,486 | ||||
Business_Acquisition_Tables
Business Acquisition (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Schedule Of Assets And Liabilities Assumed At Acquisition | The following table summarizes the assets acquired and liabilities assumed at the acquisition date: | ||||
Trade and other receivables | $ | 125,854 | |||
Inventories | 237,000 | ||||
Property and equipment | 4,400,000 | ||||
Goodwill | 1,492,132 | ||||
Other intangibles | 610,000 | ||||
Total assets acquired | 6,864,986 | ||||
Bank overdraft | -413,574 | ||||
Accounts payable | -477,665 | ||||
3% promissory note | -385,474 | ||||
Net assets acquired | $ | 5,588,273 | |||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory, Net [Abstract] | ||||||||
Inventories | Our inventories at December 31, 2014 and 2013, consisted of: | |||||||
2014 | 2013 | |||||||
Finished products | $ | 5,202,608 | $ | 2,930,753 | ||||
Production materials | 777,849 | 1,024,762 | ||||||
Total inventories | $ | 5,980,457 | $ | 3,955,515 | ||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities [Abstract] | ||||||||
Accrued Liabilities | The components of accrued liabilities at December 31, 2014 and 2013 are: | |||||||
2014 | 2013 | |||||||
Interest | $ | 398,157 | $ | 248,763 | ||||
Rent | 335,096 | 78,797 | ||||||
Royalties | 132,593 | 235,772 | ||||||
Payroll | 127,635 | 119,937 | ||||||
Real estate taxes and insurance | 92,549 | - | ||||||
Board of director fees | 31,000 | - | ||||||
Miscellaneous | 44,090 | 30,125 | ||||||
Total accrued liabilities | $ | 1,161,120 | $ | 713,394 | ||||
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Derivative Liabilities [Abstract] | ||||||||||||||
Schedule of Assumptions Used | The estimated fair values of the derivative liabilities associated with the 8% Notes and the 12% Notes, for the conversion options and warrants issued through and as of December 31, 2014 were computed by a third party using Monte Carlo simulations based on the following ranges for each assumption: | |||||||||||||
December 31, | ||||||||||||||
At Issuances | 2014 | |||||||||||||
Volatility | 40.0% to 45.0 | % | 35 | % | ||||||||||
Risk-free interest rate | 0.11% to 0.3 | % | 0.4% to 0.14 | % | ||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
Expected life | 1.1 to 1.6 years | 0.25 to 0.65 years | ||||||||||||
Financial Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize the financial liability measured at fair value on a recurring basis as of December 31, 2014 and 2013, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: | |||||||||||||
As of December 31, 2014 | ||||||||||||||
Derivative | ||||||||||||||
Liabilities at | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
8% Convertible promissory notes: | ||||||||||||||
Conversion option | $ | - | $ | - | $ | 1,984,000 | $ | 1,984,000 | ||||||
12% Convertible promissory notes: | ||||||||||||||
Conversion option | - | - | 69,000 | 69,000 | ||||||||||
Derivative liabilities - Current | - | - | 2,053,000 | 2,053,000 | ||||||||||
Placement agent warrants - Non-current | - | - | 52,720 | 52,720 | ||||||||||
Derivative liabilities - Total | $ | - | $ | - | $ | 2,105,720 | $ | 2,105,720 | ||||||
As of December 31, 2013 | ||||||||||||||
Derivative | ||||||||||||||
Liabilities at | ||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||
8% Convertible promissory notes: | ||||||||||||||
Conversion option | $ | - | $ | - | $ | 12,400,000 | $ | 12,400,000 | ||||||
Warrants | - | - | 4,790,000 | 4,790,000 | ||||||||||
Derivative liabilities - Current | - | - | 17,190,000 | 17,190,000 | ||||||||||
Placement agent warrants - Non-current | - | - | 296,194 | 296,194 | ||||||||||
Derivative liabilities - Total | $ | - | $ | - | $ | 17,486,194 | $ | 17,486,194 | ||||||
Reconciliation of Derivative Liability Used in Determining Fair Value | The following tables are a reconciliation of the derivative liability for which Level 3 inputs were used in determining fair value during the years ended December 31, 2014 and 2013: | |||||||||||||
For the Year Ended December 31, 2014 | ||||||||||||||
Fair Value | ||||||||||||||
Balance - | of | Balance - | ||||||||||||
January 1, | Derivative | Change in | December 31, | |||||||||||
2014 | Liability | Fair Value | 2014 | |||||||||||
8% Convertible promissory notes: | ||||||||||||||
Conversion option | $ | 12,400,000 | $ | 4,387,139 | $ | -14,803,139 | $ | 1,984,000 | ||||||
Warrants | 4,790,000 | 391,365 | -5,181,365 | - | ||||||||||
12% Convertible promissory notes: | ||||||||||||||
Conversion option | - | 157,000 | -88,000 | 69,000 | ||||||||||
Derivative liabilities - Current | 17,190,000 | 4,935,504 | -20,072,504 | 2,053,000 | ||||||||||
Placement agent warrants - Non-current | 296,194 | - | -243,474 | 52,720 | ||||||||||
Derivative liabilities - Total | $ | 17,486,194 | $ | 4,935,504 | $ | -20,315,978 | $ | 2,105,720 | ||||||
For the Year Ended December 31, 2013 | ||||||||||||||
Fair Value | ||||||||||||||
Balance - | of | Balance - | ||||||||||||
January 1, | Derivative | Change in | December 31, | |||||||||||
2013 | Liability | Fair Value | 2013 | |||||||||||
8% Convertible promissory notes: | ||||||||||||||
Conversion option | $ | 610,000 | $ | 919,554 | $ | 10,870,446 | $ | 12,400,000 | ||||||
Warrants | 220,000 | 334,059 | 4,235,941 | 4,790,000 | ||||||||||
Derivative liabilities - Current | 830,000 | 1,253,613 | 15,106,387 | 17,190,000 | ||||||||||
Placement agent warrants - Non-current | 81,716 | - | 214,478 | 296,194 | ||||||||||
Derivative liabilities - Total | $ | 911,716 | $ | 1,253,613 | $ | 15,320,865 | $ | 17,486,194 | ||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Debt Disclosure [Abstract] | ||||||||||
Schedule Of Debt Instruments | The components of our debt at December 31, 2014 and 2013, are summarized as follows: | |||||||||
Due | 2014 | 2013 | ||||||||
8% convertible promissory notes (2012) | Beginning in August 2017 | $ | 16,628,188 | $ | 13,078,188 | |||||
12% revolving credit facility | 31-Dec-15 | 2,000,000 | 2,000,000 | |||||||
3% promissory note | 1-Feb-18 | 279,843 | 385,474 | |||||||
4.25% bank term loans | 15-Nov-18 | 4,400,000 | 4,500,000 | |||||||
8% convertible promissory notes (2014) | 11-Jun-19 | 2,000,000 | - | |||||||
12% convertible promissory notes | 30-Jun-15 | 1,000,000 | - | |||||||
5% bank term loan | 18-Sep-17 | 4,000,000 | - | |||||||
12% secured notes | 30-Jun-15 | 1,950,000 | - | |||||||
Subtotal | 32,258,031 | 19,963,662 | ||||||||
Less debt discount | -4,360,647 | -2,173,559 | ||||||||
Subtotal – net of debt discount | 27,897,384 | 17,790,103 | ||||||||
Less current portion | -5,011,738 | -185,347 | ||||||||
Total – long term debt | $ | 22,885,646 | $ | 17,604,756 | ||||||
10_Convertible_Redeemable_Pref1
10% Convertible Redeemable Preferred Stock (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Features Of Convertible Preferred Stock [Abstract] | ||||||||
Ten Percent Convertible Redeemable Preferred Stock | The components of our Preferred Stock, classified as temporary equity in our balance sheet at December 31, 2014 and 2013, are summarized as follows: | |||||||
2014 | 2013 | |||||||
10% convertible preferred stock - face value | $ | 6,829,980 | $ | 6,946,230 | ||||
Unamortized discount | - | -221,386 | ||||||
10% convertible preferred stock, net of discount | $ | 6,829,980 | $ | 6,724,844 | ||||
Sharebased_Compensation_Tables
Share-based Compensation (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | We estimated the fair value of each option award at the grant date by using the Black-Scholes option pricing model with the following range of assumptions for awards made during the years ended December 31, 2014 and 2013: | |||||||||||
2014 | 2013 | |||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||
Expected volatility, in years | 90 | % | 90 | % | ||||||||
Risk-free interest rates | 1.5 | % | 1.4% to 2.8 | % | ||||||||
Expected lives, in years | 5 | 5 to 10 | ||||||||||
Stock Option Activity | The following table summarizes our stock option activity for the periods presented: | |||||||||||
Weighted- | ||||||||||||
Number | Average | |||||||||||
of Shares | Exercise | |||||||||||
Issuable | Price | |||||||||||
Balance, January 1, 2013 | 5,710,125 | $ | 1.1 | |||||||||
Granted | 3,085,000 | 0.54 | ||||||||||
Exercised | -2,500 | 0.88 | ||||||||||
Cancelled | -1,290,204 | 0.36 | ||||||||||
Balance, December 31, 2013 | 7,502,421 | $ | 1 | |||||||||
Granted | 175,000 | 0.84 | ||||||||||
Exercised | -186,225 | 0.88 | ||||||||||
Cancelled | -3,363,068 | 0.96 | ||||||||||
Balance, December 31, 2014 | 4,128,128 | $ | 1.04 | |||||||||
Options Outstanding | The following table summarizes options outstanding at December 31, 2014: | |||||||||||
Weighted- | Weighted- | |||||||||||
Number | Average | Average | Aggregate | |||||||||
of Shares | Exercise | Remaining | Intrinsic | |||||||||
Issuable | Price | Term (Years) | Value | |||||||||
Exercisable | 3,438,128 | $ | 1.03 | 2.5 | $ | 3,000 | ||||||
Not vested | 690,000 | 1.06 | 3.4 | - | ||||||||
Balance, December 31, 2014: | 4,128,128 | $ | 1.04 | 2.7 | $ | 3,000 | ||||||
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table sets forth our warrant activity during the periods presented: | |||||||||||
Weighted- | ||||||||||||
Number | Average | |||||||||||
of Shares | Exercise | |||||||||||
Issuable | Price | |||||||||||
Balance, January 1, 2013 | 27,353,151 | $ | 0.79 | |||||||||
Granted | 14,875,004 | 0.6 | ||||||||||
Cancelled | -632,500 | 1.56 | ||||||||||
Balance, December 31, 2013 | 41,595,655 | $ | 0.69 | |||||||||
Granted | 7,435,901 | 0.67 | ||||||||||
Cancelled pursuant to Tender Offer | -46,276,774 | 0.67 | ||||||||||
Exercised | -155,568 | 0.6 | ||||||||||
Cancelled | -1,433,068 | 0.87 | ||||||||||
Balance, December 31, 2014 | 1,166,146 | $ | 1.13 | |||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Components of Income Tax Expense (Benefit) | Note 12 - Income Taxes | |||||||
Due to our substantial operating losses and the valuation allowance applied against our deferred tax assets, we have not recorded any income tax expense or benefit. | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Current: | ||||||||
Federal | $ | - | $ | - | ||||
State | - | - | ||||||
- | - | |||||||
Deferred: | ||||||||
Federal | - | - | ||||||
State | - | - | ||||||
- | - | |||||||
Provision for income tax, net | $ | - | $ | - | ||||
Schedule of Effective Income Tax Rate Reconciliation | Income taxes related to our loss from operations differ from the amount computed using the federal statutory income tax rate as follows for the years ended December 31, 2014 and 2013: | |||||||
2014 | 2013 | |||||||
Tax benefit computed at the federal statutory rate | $ | -5,701,569 | $ | -8,466,361 | ||||
State income tax (benefit), net of federal income tax effect | -814,510 | -1,209,480 | ||||||
Nondeductible permanent differences | -143,271 | 6,042,555 | ||||||
Change in valuation allowance | 6,659,350 | 3,633,286 | ||||||
Provision for income taxes | $ | - | $ | - | ||||
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2014 and 2013, our deferred tax assets (liabilities) are as follows: | |||||||
2014 | 2013 | |||||||
Deferred Tax Assets: | ||||||||
Non-cash interest expense | $ | 2,828,837 | $ | 1,677,305 | ||||
Share-based compensation | 4,061,677 | 3,833,855 | ||||||
Impairment of intangible assets | 218,300 | - | ||||||
Other | 254,740 | 254,740 | ||||||
Net operating loss carry forward | 15,159,830 | 10,098,134 | ||||||
Less: Valuation allowance | -22,220,990 | -15,561,640 | ||||||
302,394 | 302,394 | |||||||
Deferred Tax Liabilities: | ||||||||
Property and equipment | -302,394 | -302,394 | ||||||
Net deferred asset (liability) | $ | - | $ | - | ||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Allen Kronstadt | ||||||||
Related Party Transaction [Line Items] | ||||||||
Schedule of Related Party Transactions | A summary of the transactions entered into with Mr. Kronstadt is as follows: | |||||||
Common Stock | ||||||||
Equivalent, | ||||||||
Principal | If Converted | |||||||
8% convertible notes (2012) | $ | 5,209,297 | 13,023,243 | |||||
8% convertible notes (2014) | 666,667 | 2,500,000 | ||||||
12% convertible promissory notes | 333,333 | 980,391 | (ii) | |||||
12% secured notes | 650,000 | - | (i) | |||||
TOTAL | $ | 6,859,297 | 16,503,634 | |||||
(i) not convertible into shares of common stock. | ||||||||
(ii) assumed 10-day volume weighted average price was $0.40. | ||||||||
Samuel G. Rose and Julie Walters | ||||||||
Related Party Transaction [Line Items] | ||||||||
Schedule of Related Party Transactions | A summary of the transactions entered into with Mr. Rose and Ms. Walter is as follows: | |||||||
Common | ||||||||
Stock | ||||||||
Equivalent, | ||||||||
Principal | If | |||||||
Converted | ||||||||
10% convertible preferred stock | $ | 1,000,000 | 1,428,571 | |||||
8% convertible notes (2012) | 5,209,260 | 13,023,151 | ||||||
12% revolving | 1,000,000 | - | (i) | |||||
8% convertible notes (2014) | 666,666 | 2,500,000 | ||||||
12% convertible promissory notes | 333,333 | 980,391 | (ii) | |||||
12% secured notes | 650,000 | - | (i) | |||||
TOTAL | $ | 8,859,259 | 17,932,113 | |||||
(i) not convertible into shares of common stock. | ||||||||
(ii) assumed 10-day volume weighted average price was $0.40. | ||||||||
MLTM Lending, LLC and the ML Dynasty Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Schedule of Related Party Transactions | A summary of the transactions entered into with MLTM Lending, LLC is as follows: | |||||||
Common | ||||||||
Stock | ||||||||
Equivalent, | ||||||||
If | ||||||||
Principal | Converted | |||||||
8% convertible notes (2012) | $ | 4,888,444 | 12,221,112 | |||||
12% revolving | 1,000,000 | - | (i) | |||||
8% convertible notes (2014) | 666,667 | 2,500,000 | ||||||
12% convertible promissory notes | 333,334 | 980,394 | (ii) | |||||
12% secured notes | 650,000 | - | (i) | |||||
TOTAL | $ | 7,538,445 | 15,701,506 | |||||
(i) not convertible into shares of common stock. | ||||||||
(ii) assumed 10-day volume weighted average price was $0.40. | ||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
Share data in Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Summary Of Significant Accounting Policies [Line Items] | |||
Allowance for doubtful accounts | $10,800 | ||
Depreciation expense | 1,100,000 | 319,200 | |
Potential common shares issuable | 70.2 | ||
Cash, insured limit | 250,000 | ||
Amortization of Intangible Assets | 64,250 | 0 | |
Assets | 17,776,535 | 16,009,423 | |
Impairment of Intangible Assets, Finite-lived | 545,750 | 545,750 | 0 |
Goodwill and Intangible Asset Impairment | 0 | ||
Plastics Reporting Segment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Assets | 1,500,000 | 1,500,000 | |
Accounts Receivable | Customer One [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 35.00% | 27.00% | |
Accounts Receivable | Customer Two [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 28.00% | 19.00% | |
Accounts Receivable | Customer Three [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 12.00% | ||
Accounts Receivable | Customer Four [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 12.00% | ||
Rutgers | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Accrued Royalties | $200,000 | $200,000 |
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, equipment, and leasehold improvements, at cost: | ||
Office furniture and equipment | $110,173 | $33,299 |
Machinery and equipment | 10,560,393 | 8,803,087 |
Purchased software | 147,547 | 145,622 |
Subtotal - property and equipment, at cost | 10,818,113 | 8,982,008 |
Less accumulated depreciation | -2,139,181 | -1,082,522 |
Net property and equipment | $8,678,932 | $7,899,486 |
Going_Concern_Additional_Infor
Going Concern - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Going Concern [Line Items] | |||
Working capital (deficit) | ($3,000,000) | ||
Stockholders' deficit | -22,778,496 | -28,768,218 | -7,975,607 |
Accumulated deficit | ($75,558,859) | ($59,268,663) |
Business_Acquisition_Additiona
Business Acquisition - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 15, 2013 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Goodwill Processing Plastics | $1,492,100 | ||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Other Intangible Assets Customer Relationships And Vendor Sources | 590,000 | ||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Other Intangible Assets Customer Relationships And Trade Name | 20,000 | ||
Total operating expenses | 25,461,609 | 6,715,464 | |
Ohio Banking Corporation Asset Purchase Agreement | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Payments to Acquire Businesses, Gross | 1,100,000 | ||
Business Acquisition Cost Of Acquired Entity | 6,000,000 | ||
Business Acquisition Cost Of Acquired Entity Loan payable | 4,500,000 | ||
Debt Instrument, Interest Rate at Period End | 4.25% | ||
Business Acquisition | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Total operating expenses | 64,200 | ||
Y City Recycling LLC | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Debt Instrument, Face Amount | $385,500 | ||
Maximum [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Minimum [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 1 year |
Summary_of_Assets_and_Liabilit
Summary of Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 15, 2013 |
Business Acquisition [Line Items] | |||
Trade and other receivables | $125,854 | ||
Inventories | 237,000 | ||
Property and equipment | 4,400,000 | ||
Goodwill | 1,492,132 | 1,492,132 | 1,492,132 |
Other intangibles | 610,000 | ||
Total assets acquired | 6,864,986 | ||
Bank overdraft | -413,574 | ||
Accounts payable | -477,665 | ||
3% promissory note | -385,474 | ||
Net assets acquired | $5,588,273 |
Inventories_Detail
Inventories (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Inventory [Line Items] | ||
Finished products | $5,202,608 | $2,930,753 |
Production materials | 777,849 | 1,024,762 |
Total inventories | $5,980,457 | $3,955,515 |
Accrued_Liabilities_Detail
Accrued Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Accrued Liabilities [Line Items] | ||
Interest | $398,157 | $248,763 |
Rent | 335,096 | 78,797 |
Royalties | 132,593 | 235,772 |
Payroll | 127,635 | 119,937 |
Real estate taxes and insurance | 92,549 | 0 |
Board of director fees | 31,000 | 0 |
Miscellaneous | 44,090 | 30,125 |
Total accrued liabilities | $1,161,120 | $713,394 |
Derivative_Liabilities_Additio
Derivative Liabilities - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | ||
Volatility | 35.00% | |
Stock issued in exchange for warrants tendered | $19,100,000 | |
Fair value of common shares issued in excess of fair value of warrants tendered | 883,422 | 0 |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Issuances date | ||
Derivative [Line Items] | ||
Derivative liability at fair value | 1,984,000 | |
10% Convertible Redeemable Preferred Stock | ||
Derivative [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 58,352 | |
Expected life | 1 year 7 months 6 days | |
Volatility | 85.00% | |
Risk-free interest rate | 0.47% | |
Convertible preferred stock per share | $10 | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
12% Convertible Promissory Notes | ||
Derivative [Line Items] | ||
Derivative liability at fair value | 69,000 | |
Increase decrease in fair value of un hedged derivative instruments | 88,000 | |
Conversion Options | ||
Derivative [Line Items] | ||
Derivative liability at fair value | 6,332,400 | |
Increase decrease in fair value of un hedged derivative instruments | 14,803,100 | 10,870,400 |
Conversion Options | Issuances date | ||
Derivative [Line Items] | ||
Derivative liability at fair value | 157,000 | |
Warrant | ||
Derivative [Line Items] | ||
Increase decrease in fair value of un hedged derivative instruments | 5,181,400 | 4,235,900 |
Warrant | Placement Agent | ||
Derivative [Line Items] | ||
Warrants Not Settleable in Cash, Fair Value Disclosure | 52,700 | 296,200 |
Change in fair value of warrant liability | 243,500 | 214,500 |
Warrant | Issuances date | Derivative | ||
Derivative [Line Items] | ||
Derivative liability at fair value | $1,168,700 | |
Maximum | ||
Derivative [Line Items] | ||
Expected life | 7 months 24 days | |
Risk-free interest rate | 0.14% |
Conversion_Option_and_Warrant_
Conversion Option and Warrant Derivative Liabilities (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Derivative [Line Items] | |
Volatility | 35.00% |
Dividend yield | 0.00% |
Minimum | |
Derivative [Line Items] | |
Risk-free interest rate | 0.40% |
Expected life, in years | 3 months |
Maximum | |
Derivative [Line Items] | |
Risk-free interest rate | 0.14% |
Expected life, in years | 7 months 24 days |
Issuances date | |
Derivative [Line Items] | |
Dividend yield | 0.00% |
Issuances date | Minimum | |
Derivative [Line Items] | |
Volatility | 40.00% |
Risk-free interest rate | 0.11% |
Expected life, in years | 1 year 1 month 6 days |
Issuances date | Maximum | |
Derivative [Line Items] | |
Volatility | 45.00% |
Risk-free interest rate | 0.30% |
Expected life, in years | 1 year 7 months 6 days |
Financial_Liabilities_Measured
Financial Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | $2,053,000 | $17,190,000 | |
Derivative liability non-current | 52,720 | 296,194 | |
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 2,053,000 | 17,190,000 | |
Derivative Liability - Total | 2,105,720 | 17,486,194 | |
Fair Value, Measurements, Recurring | Conversion Options | 8% convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 1,984,000 | 12,400,000 | |
Fair Value, Measurements, Recurring | Conversion Options | 12% Convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 69,000 | ||
Fair Value, Measurements, Recurring | Warrant | 8% convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 4,790,000 | ||
Fair Value, Measurements, Recurring | Placement Agent | Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability non-current | 52,720 | 296,194 | |
Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 0 | 0 | |
Derivative Liability - Total | 0 | 0 | |
Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring | Conversion Options | 8% convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 0 | 0 | |
Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring | Conversion Options | 12% Convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 0 | ||
Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring | Warrant | 8% convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 0 | ||
Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring | Placement Agent | Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability non-current | 0 | 0 | |
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 0 | 0 | |
Derivative Liability - Total | 0 | 0 | |
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | Conversion Options | 8% convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 0 | 0 | |
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | Conversion Options | 12% Convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 0 | ||
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | Warrant | 8% convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 0 | ||
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | Placement Agent | Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability non-current | 0 | 0 | |
Fair Value, Inputs, Level 3 | Conversion Options | 8% convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative Liability - Total | 1,984,000 | 12,400,000 | 610,000 |
Fair Value, Inputs, Level 3 | Warrant | 8% convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative Liability - Total | 0 | 4,790,000 | 220,000 |
Fair Value, Inputs, Level 3 | Placement Agent | Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability non-current | 52,720 | 296,194 | 81,716 |
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 2,053,000 | 17,190,000 | |
Derivative Liability - Total | 2,105,720 | 17,486,194 | |
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | Conversion Options | 8% convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 1,984,000 | 12,400,000 | |
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | Conversion Options | 12% Convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 69,000 | ||
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | Warrant | 8% convertible promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability current | 4,790,000 | ||
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | Placement Agent | Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |||
Derivative liability non-current | $52,720 | $296,194 |
Reconciliation_of_Derivative_L
Reconciliation of Derivative Liability Used in Determining Fair Value (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | ||
Derivative Liabilities, Non-current | $296,194 | |
Derivative Liabilities, Non-current | 52,720 | 296,194 |
Fair value of Derivative Liability | -20,072,504 | 15,106,387 |
Conversion options | 8% convertible promissory notes | Fair Value, Inputs, Level 3 | ||
Derivative [Line Items] | ||
Derivative Liability | 12,400,000 | 610,000 |
Fair value of Derivative Liability | 4,387,139 | 919,554 |
Change in Fair Value | -14,803,139 | 10,870,446 |
Derivative Liability | 1,984,000 | 12,400,000 |
Conversion options | 12% Convertible Promissory Notes | Fair Value, Inputs, Level 3 | ||
Derivative [Line Items] | ||
Derivative Liability | 0 | |
Fair value of Derivative Liability | 157,000 | |
Change in Fair Value | -88,000 | |
Derivative Liability | 69,000 | |
Warrant | 8% convertible promissory notes | Fair Value, Inputs, Level 3 | ||
Derivative [Line Items] | ||
Derivative Liability | 4,790,000 | 220,000 |
Fair value of Derivative Liability | 391,365 | 334,059 |
Change in Fair Value | -5,181,365 | 4,235,941 |
Derivative Liability | 0 | 4,790,000 |
Placement agent | Warrant | Fair Value, Inputs, Level 3 | ||
Derivative [Line Items] | ||
Derivative Liabilities, Non-current | 296,194 | 81,716 |
Fair value of Derivative Liability, Non-current | 0 | 0 |
Change in Fair Value, Non-current | -243,474 | 214,478 |
Derivative Liabilities, Non-current | 52,720 | 296,194 |
Derivative liabilities - current | Fair Value, Inputs, Level 3 | ||
Derivative [Line Items] | ||
Derivative Liability | 17,190,000 | 830,000 |
Fair value of Derivative Liability | 4,935,504 | 1,253,613 |
Change in Fair Value | -20,072,504 | 15,106,387 |
Derivative Liability | 2,053,000 | 17,190,000 |
Derivative liabilities - total | Fair Value, Inputs, Level 3 | ||
Derivative [Line Items] | ||
Derivative Liabilities, Non-current | -20,315,978 | |
Derivative Liability | 17,486,194 | 911,716 |
Fair value of Derivative Liability | 4,935,504 | 1,253,613 |
Change in Fair Value | 15,320,865 | |
Derivative Liability | $2,105,720 | $17,486,194 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 2 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Nov. 15, 2013 | |
Debt Instrument [Line Items] | |||||
Convertible debt | $32,258,031 | $19,963,662 | |||
Amortization of convertible debt discount | 2,878,834 | 685,761 | |||
Line Of Credit Facility Periodic Payment Shares | 200,000 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 116,250 | ||||
Debt Instrument, Unamortized Discount | 4,360,647 | 2,173,559 | |||
Interest Paid, Total | 496,989 | 17,839 | |||
Debt Instrument Maturity Month and Year | 1-Aug-17 | ||||
Scenario, Forecast [Member] | |||||
Debt Instrument [Line Items] | |||||
Line Of Credit Facility Periodic Payment Shares | 200,000 | ||||
8% convertible promissory notes 2012 | |||||
Debt Instrument [Line Items] | |||||
Convertible debt | 15,628,188 | ||||
Warrants to purchase common stock, shares | 37,800,000 | ||||
Debt Instrument Payment Terms | including all outstanding principal and accrued and unpaid interest, are due and payable on the earlier of five years from date of issuance or upon the occurrence of an Event of Default | ||||
Amortization of convertible debt discount | 1,700,000 | 663,400 | |||
Debt Issuance Cost | 146,700 | ||||
Debt Instrument, Unamortized Discount | 2,500,000 | ||||
Interest Expense, Other | 1,300,000 | 777,400 | |||
Debt Instrument, Increase, Accrued Interest | 271,500 | ||||
Stock Issued During Period, Shares, New Issues | 678,825 | ||||
8% convertible promissory notes 2012 | Common Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible debt | 1,000,000 | ||||
Convertible debt, conversion price | $0.74 | ||||
MLTM And Samuel Rose 12% convertible revolving credit agreement conversion options | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Cost | 7,800 | ||||
Line of credit facility, maximum borrowing capacity | 2,000,000 | ||||
Line of Credit Facility, Interest Rate During Period | 12.00% | ||||
Line Of Credit Facility Interest Rate During Period Payable By Cash | 4.00% | ||||
Line Of Credit Facility Interest Rate During Period Payable By Common Stock | 8.00% | ||||
Line of Credit Facility, Amount Outstanding | 2,000,000 | ||||
Line Of Credit Facility Periodic Payment Shares | 200,000 | ||||
Line Of Credit Facility Commission Fee Rate During Period Payable By Cash | 2.00% | ||||
Line Of Credit Facility Commission Fee Rate During Period Payable By Common Stock | 4.00% | ||||
Stock Issued During Period, Shares, New Issues | 600,000 | ||||
Debt Instrument Maturity Month and Year | 31-Dec-15 | ||||
MLTM And Samuel Rose 12% convertible Letter Of credit agreement conversion options | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 500,000 | ||||
Bank Term Loan One | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | 1,000,000 | ||||
Debt Instrument, Interest Rate at Period End | 4.25% | ||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 100,000 | ||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 100,000 | ||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 250,000 | ||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 250,000 | ||||
Debt Instrument Maturity Month and Year | 15-Nov-18 | ||||
Bank Term Loan Two | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | 3,500,000 | ||||
Debt Instrument, Interest Rate at Period End | 4.25% | ||||
Debt Instrument Maturity Month and Year | 15-Nov-18 | ||||
3% promissory note | |||||
Debt Instrument [Line Items] | |||||
Convertible debt | 279,843 | 385,474 | |||
Convertible debt, interest rate | 3.00% | ||||
Interest Expense, Other | 9,800 | 1,900 | |||
Debt Instrument Maturity Month and Year | 1-Feb-18 | 1-Feb-18 | |||
12% Revolving Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Unamortized Discount | 142,600 | 22,400 | |||
Interest Expense, Other | 229,900 | 12,900 | |||
Interest Paid, Total | 81,100 | ||||
Stock Issued During Period, Shares, New Issues | 400,000 | ||||
12% Revolving Credit Agreement | Common Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Paid, Total | 148,800 | ||||
4.25% Bank Term Loans | |||||
Debt Instrument [Line Items] | |||||
Interest Expense, Other | 192,500 | 15,900 | |||
12% Convertible Promossory Notes | |||||
Debt Instrument [Line Items] | |||||
Convertible debt | 1,000,000 | 0 | |||
Convertible debt, interest rate | 12.00% | ||||
Interest Expense, Other | 43,200 | ||||
Debt Instrument Percentage Of Conversion Price | 85.00% | ||||
Debt Instrument Maturity Month and Year | 30-Jun-15 | ||||
5% Bank Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Convertible debt | 4,000,000 | 0 | |||
Convertible debt, interest rate | 5.00% | ||||
Interest Expense, Other | 57,200 | ||||
Proceeds from Bank Debt | 4,000,000 | ||||
Debt Instrument Maturity Month and Year | 18-Sep-17 | ||||
8% convertible promissory notes 2014 | |||||
Debt Instrument [Line Items] | |||||
Convertible debt | 2,000,000 | ||||
Convertible debt, interest rate | 8.00% | ||||
Amortization of convertible debt discount | 900,000 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 7,500,000 | ||||
Debt Instrument, Unamortized Discount | 1,800,000 | ||||
Interest Expense, Other | 84,100 | ||||
12% secured notes | |||||
Debt Instrument [Line Items] | |||||
Convertible debt | 1,950,000 | 0 | |||
Convertible debt, interest rate | 12.00% | ||||
Interest Expense, Other | $18,500 | ||||
Debt Instrument Maturity Month and Year | 30-Jun-15 |
Debt_Detail
Debt (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||
Convertible debt, due date | 1-Aug-17 | |
Convertible debt | $32,258,031 | $19,963,662 |
Less debt discount | -4,360,647 | -2,173,559 |
Subtotal - net of debt discount | 27,897,384 | 17,790,103 |
Less current portion | -5,011,738 | -185,347 |
Total - long term debt | 22,885,646 | 17,604,756 |
8% convertible promissory notes due on august 2017 | ||
Debt Instrument [Line Items] | ||
Convertible debt | 16,628,188 | 13,078,188 |
12% convertible revolving credit agreement | ||
Debt Instrument [Line Items] | ||
Convertible debt, due date | 31-Dec-15 | |
Convertible debt | 2,000,000 | 2,000,000 |
3% promissory note | ||
Debt Instrument [Line Items] | ||
Convertible debt, due date | 1-Feb-18 | 1-Feb-18 |
Convertible debt | 279,843 | 385,474 |
4.25% Bank term loans | ||
Debt Instrument [Line Items] | ||
Convertible debt, due date | 15-Nov-18 | |
Convertible debt | 4,400,000 | 4,500,000 |
8% convertible promissory notes (2014) | ||
Debt Instrument [Line Items] | ||
Convertible debt, due date | 11-Jun-19 | |
Convertible debt | 2,000,000 | 0 |
12% Convertible Promissory Notes | ||
Debt Instrument [Line Items] | ||
Convertible debt, due date | 30-Jun-15 | |
Convertible debt | 1,000,000 | 0 |
5% Bank Promissory Note | ||
Debt Instrument [Line Items] | ||
Convertible debt, due date | 18-Sep-17 | |
Convertible debt | 4,000,000 | 0 |
12% secured notes | ||
Debt Instrument [Line Items] | ||
Convertible debt, due date | 30-Jun-15 | |
Convertible debt | $1,950,000 | $0 |
10_Convertible_Redeemable_Pref2
10% Convertible Redeemable Preferred Stock - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | |||
Nov. 10, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | Mar. 31, 2014 | Sep. 30, 2014 | |
Temporary Equity [Line Items] | ||||||||
10% Convertible preferred stock, unamortized discount | $0 | 221,386 | 221,386 | |||||
Common stock issued upon conversion Preferred Stock, shares | 1,701,341 | |||||||
Common stock shares required to be issued if the remaining holders of Preferred Stock elect to convert | 9,400,000 | |||||||
Stock Issued During Period, Shares, Issued for Services | 357,561 | |||||||
Dividends, Common Stock, Cash | 143,000 | |||||||
10% Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
10% Convertible preferred stock, authorized | 880,000 | 880,000 | 880,000 | 880,000 | ||||
10% Convertible preferred stock, stated value | $10 | |||||||
10% Convertible preferred stock, conversion rate | $1 | |||||||
Warrant exercise price | $10 | |||||||
10% Convertible preferred stock, issued | 682,998 | 694,623 | 694,623 | 759,773 | ||||
10% Convertible preferred stock, gross proceeds from issuance | 7,597,730 | |||||||
Conversion rate at issuance | 2,100,000 | |||||||
Common stock issued upon conversion Preferred Stock, shares | 75,000 | 39,000 | ||||||
Preferred Stock shares converted | 11,625 | 7,500 | 3,900 | 11,400 | ||||
Shares of stock called by warrants | 58,352 | |||||||
Convertible Debt, Conversion Price | $1 | |||||||
Percentage of warrant outstanding | 84.00% | |||||||
10% Convertible Preferred Stock | Revised Conversion Terms One | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible Debt, Conversion Price | $0.80 | |||||||
10% Convertible Preferred Stock | Revised Conversion Terms Two | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible Debt, Conversion Price | $0.70 | |||||||
10% Convertible Preferred Stock | Revised Conversion Term Three | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible Debt, Conversion Price | $0.60 | |||||||
Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
10% Convertible preferred stock, unamortized discount | 828,340 | |||||||
Common stock shares required to be issued if the remaining holders of Preferred Stock elect to convert | 607,998 | |||||||
Beneficial Conversion Feature | ||||||||
Temporary Equity [Line Items] | ||||||||
Amortization of preferred stock discount | $221,400 | |||||||
Common Stock [Member] | 10% Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Common stock issued upon conversion Preferred Stock, shares | 116,250 | 114,000 | ||||||
Minimum | ||||||||
Temporary Equity [Line Items] | ||||||||
Minimum weighted average price of common stock for 60 consecutive trading days to convert preferred stock | $4 |
Components_of_Preferred_Stock_
Components of Preferred Stock as Temporary Equity (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Temporary Equity [Line Items] | ||
10% convertible preferred stock - face value | $6,829,980 | $6,946,230 |
Unamortized discount | 0 | -221,386 |
10% convertible preferred stock, net of discount | $6,829,980 | $6,724,844 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | ||||||||||||||
Nov. 10, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2014 | Nov. 30, 2014 | Oct. 31, 2014 | Apr. 30, 2014 | 31-May-13 | Mar. 31, 2013 | Jul. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Nov. 30, 2014 | Feb. 28, 2013 | Nov. 19, 2013 | Nov. 18, 2013 | Dec. 31, 2011 | |
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||
Common stock, authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||||||||||||||||
Preferred stock, authorized | 2,500,000 | |||||||||||||||||||||
Common stock, shares issued | 31,168,905 | 70,825,215 | 31,168,905 | |||||||||||||||||||
Shares issued for dividend payments | $679,575 | $533,569 | ||||||||||||||||||||
Stock issued during period value interest payments | 1,532,252 | 541,515 | ||||||||||||||||||||
Stock issued during period shares stock options exercised | 300 | 186,225 | 2,500 | |||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 357,561 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 4,866,269 | |||||||||||||||||||||
Common Stock Shares Outstanding | 31,168,905 | 70,825,215 | 31,168,905 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 116,250 | |||||||||||||||||||||
Stock Issued During Period, Shares, Conversion Of Convertible Securities | 1,701,341 | |||||||||||||||||||||
Short Swing Profits Less Legal Fees | 3,100,000 | 5,000,000 | ||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Cashless Exercise Of Options | 2,500 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 2,200 | |||||||||||||||||||||
Stock Option | Warrant | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||
Stock issued during period shares stock options exercised | 107,461 | |||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Cashless Exercise Of Options And Warrants | 341,793 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 257,219 | |||||||||||||||||||||
12% Revolving credit agreement | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||
Stock issued during period shares interest payments | 8,522 | 82,706 | ||||||||||||||||||||
Stock issued during period value interest payments | 8,522 | 38,045 | 37,314 | |||||||||||||||||||
Stock issued during period shares stock options exercised | 108,368 | |||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 140,894 | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 220,147 | 240,817 | ||||||||||||||||||||
Maximum | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||
Common stock, authorized | 250,000,000 | |||||||||||||||||||||
Maximum | Warrant | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 24,824,069 | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 35,462,955 | |||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||
Common stock, authorized | 100,000,000 | |||||||||||||||||||||
General and Administrative Expense | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||
Stock issued during period shares stock options exercised | 61,000 | |||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 78,750 | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | 125,000 | ||||||||||||||||||||
8% Convertible promissory note | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||
Stock issued during period shares interest payments | 235,853 | 359,300 | 507,483 | 355,903 | 369,040 | 252,639 | ||||||||||||||||
Stock issued during period value interest payments | 235,853 | 265,882 | 340,014 | 181,510 | 188,210 | 171,795 | ||||||||||||||||
8% Convertible promissory note | Stock Option | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||
Stock issued during period shares interest payments | 687,614 | |||||||||||||||||||||
Stock issued during period value interest payments | 316,302 | |||||||||||||||||||||
12% Revolving credit agreement | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||
Stock issued during period shares interest payments | 50,424 | |||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 41,058 | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 61,280 | |||||||||||||||||||||
Consulting Services | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 100,000 | 149,084 | ||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 196,079 | 316,079 | ||||||||||||||||||||
Consulting Services | General and Administrative Expense | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 76,500 | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 75,000 | |||||||||||||||||||||
10% Convertible Preferred Stock | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||
10% Convertible preferred stock, authorized | 880,000 | 880,000 | 880,000 | 880,000 | ||||||||||||||||||
10% Convertible preferred stock, outstanding | 694,623 | 682,998 | 694,623 | |||||||||||||||||||
Common stock dividends, shares | 181,531 | 330,949 | 215,942 | 274,918 | 347,039 | 342,857 | 266,954 | |||||||||||||||
Shares issued for dividend payments | 183,346 | 152,237 | 159,797 | 184,195 | 176,990 | 175,050 | 181,529 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | 116,250 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 11,625 | |||||||||||||||||||||
Stock Issued During Period, Shares, Conversion Of Convertible Securities | 75,000 | 39,000 | ||||||||||||||||||||
Conversion Of Stock Shares Converted 1 | 7,500 | 11,625 | 11,400 | 3,900 | ||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $75,000 | $116,250 | $114,000 | $39,000 |
Share_based_Compensation_Addit
Share - based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-Based Compensation [Line Items] | ||||
Other general and administrative expense | $529,500 | |||
Dividend yield | 0.00% | 0.00% | ||
Expected volatility rate | 90.00% | 90.00% | ||
Share-based Compensation, Expense | 433,400 | |||
Warrants To Purchase Shares Of Common Stock | 46,300,000 | |||
Tendered Shares Exchanged During Period Shares | 35,500,000 | |||
Tendered Shares Exchanged During Period Value | 24,800,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 2,200 | |||
Stock Issued During Period Shares Stock Options Exercised | 300 | 186,225 | 2,500 | |
Tender Offer | ||||
Share-Based Compensation [Line Items] | ||||
Tendered Shares Exchanged During Period Value | 4,900,000 | |||
Common Stock | ||||
Share-Based Compensation [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 23,693 | 300 | ||
Share Based Compensation Arrangement By Share Based Payment Award Cashless Exercise Of Options To Acquire | 186,225 | 2,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 163,900 | 2,200 | ||
Stock Option | ||||
Share-Based Compensation [Line Items] | ||||
Granted during the period | $0.84 | |||
Other general and administrative expense | 102,500 | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | 175,000 | |||
Dividend yield | 0.00% | |||
Expected volatility rate | 90.00% | |||
Risk-free interest rate | 1.50% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||
Maximum | ||||
Share-Based Compensation [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |||
Maximum | Stock Option | ||||
Share-Based Compensation [Line Items] | ||||
Common Stock Capital Shares Reserved For Future Issuance | 2,000,000 | 7,000,000 | 2,000,000 | |
Minimum | ||||
Share-Based Compensation [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||
Minimum | Stock Option | ||||
Share-Based Compensation [Line Items] | ||||
Common Stock Capital Shares Reserved For Future Issuance | 2,000,000 | |||
Warrant | ||||
Share-Based Compensation [Line Items] | ||||
Change in fair value of derivative | 14,900 | |||
Dividend yield | 0.00% | |||
Expected volatility rate | 90.00% | |||
Risk-free interest rate | 0.80% | |||
Common Stock, Par or Stated Value Per Share | $10 | |||
Stock Issued During Period, Shares, New Issues | 14.17707 | |||
Share based compensation arrangement by share based payment award, Fair value assumptions, Expected term description | less than one year | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 93,300 | |||
Stock Issued During Period Shares Stock Options Exercised | 83,768 | |||
Share Based Compensation Arrangement By Share Based Payment Award Cashless Exercise Of Warrant To Acquire | 155,568 | |||
Warrant | Tender Offer | ||||
Share-Based Compensation [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 47,700,000 | |||
Convertible Promissory Notes Warrants | ||||
Share-Based Compensation [Line Items] | ||||
Fair value of warrants for 8% convertible promissory notes | 391,400 | 334,100 | ||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | 14,875,004 | |||
Dividend yield | 0.00% | |||
Expected volatility rate | 45.00% | |||
Risk-free interest rate | 0.20% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 6 months | |||
Class Of Warrant Or Right, Number Of Securities Called By Warrants Or Rights | 7,275,901 | |||
Warrant exercise price | $0.60 | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $0.60 | |||
Initial Hiring | ||||
Share-Based Compensation [Line Items] | ||||
Granted during the period | $0.54 | |||
Share based compensation arrangement by share-based payment award, options, grants in period, gross | 3,085,000 | |||
Consultant Warrants | ||||
Share-Based Compensation [Line Items] | ||||
Fair value of warrants for 8% convertible promissory notes | $84,700 | |||
Dividend yield | 0.00% | |||
Expected volatility rate | 90.00% | |||
Risk-free interest rate | 0.80% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | |||
Class Of Warrant Or Right, Number Of Securities Called By Warrants Or Rights | 160,000 | |||
Warrant exercise price | $1.20 |
Estimated_Fair_Value_of_Each_O
Estimated Fair Value of Each Option Award at Grant Date by Using Black-Scholes Option Pricing Model (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Expected volatility, in years | 90.00% | 90.00% |
Risk-free interest rates minimum | 1.50% | |
Expected lives, in years | 5 years | |
Maximum [Member] | ||
Share Based Compensation [Line Items] | ||
Risk-free interest rates maximum | 2.80% | |
Expected lives, in years | 10 years | |
Minimum [Member] | ||
Share Based Compensation [Line Items] | ||
Risk-free interest rates minimum | 1.40% | |
Expected lives, in years | 5 years |
Stock_Option_Activity_Detail
Stock Option Activity (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Shares Issuable | |||
Balance, Beginning | 7,502,421 | 5,710,125 | |
Granted | 175,000 | 3,085,000 | |
Exercised | -300 | -186,225 | -2,500 |
Cancelled | -3,363,068 | -1,290,204 | |
Balance, Ending | 7,502,421 | 4,128,128 | 7,502,421 |
Weighted-Average Exercise Price | |||
Balance, Beginning | $1 | $1.10 | |
Granted | $0.84 | $0.54 | |
Exercised | $0.88 | $0.88 | |
Cancelled | $0.96 | $0.36 | |
Balance, Ending | $1 | $1.04 | $1 |
Options_Outstanding_Detail
Options Outstanding (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable, Number of Shares Issuable | 3,438,128 | ||
Not vested, Number of Shares Issuable | 690,000 | ||
Balance, Number of Shares Issuable | 4,128,128 | 7,502,421 | 5,710,125 |
Exercisable, Weighted-Average Exercise Price | $1.03 | ||
Not vested, Weighted-Average Exercise Price | $1.06 | ||
Balance, Weighted-Average Exercise Price | $1.04 | $1 | $1.10 |
Exercisable, Weighted-Average Remaining Term (Years) | 2 years 6 months | ||
Not vested, Weighted-Average Remaining Term (Years) | 3 years 4 months 24 days | ||
Balance, Weighted-Average Remaining Term (Years) | 2 years 8 months 12 days | ||
Exercisable, Aggregate Intrinsic Value | $3,000 | ||
Not vested, Aggregate Intrinsic Value | 0 | ||
Balance, Aggregate Intrinsic Value | $3,000 |
Warrant_Activity_Detail
Warrant Activity (Detail) (Warrant, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrant | ||
Number of Shares Issuable | ||
Balance, Beginning | 41,595,655 | 27,353,151 |
Granted | 7,435,901 | 14,875,004 |
Cancelled pursuant to Tender Offer | -46,276,774 | |
Exercised | -155,568 | |
Cancelled | -1,433,068 | -632,500 |
Balance, Ending | 1,166,146 | 41,595,655 |
Weighted Average Exercise Price | ||
Balance, Beginning | $0.69 | $0.79 |
Granted | $0.67 | $0.60 |
Cancelled pursuant to Tender Offer | $0.67 | |
Exercised | $0.60 | |
Cancelled | $0.87 | $1.56 |
Balance, Ending | $1.13 | $0.69 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax [Line Items] | ||
Operating Loss Carryforwards | $37.90 | $25.70 |
Operating Loss Carryforwards Expirations Date | 2034 |
Income_Tax_Benefit_Attributabl
Income Tax Benefit Attributable to Loss Before Income Taxes Deferred (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | ||
Federal | $0 | $0 |
State | 0 | 0 |
Total | 0 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total | 0 | 0 |
Provision for income tax, net | $0 | $0 |
US_Federal_Tax_Rate_Detail
U.S. Federal Tax Rate (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate [Line Items] | ||
Tax benefit computed at the federal statutory rate | ($5,701,569) | ($8,466,361) |
State income tax (benefit), net of federal income tax effect | -814,510 | -1,209,480 |
Nondeductible permanent differences | -143,271 | 6,042,555 |
Change in valuation allowance | 6,659,350 | 3,633,286 |
Provision for income taxes | $0 | $0 |
Deferred_Tax_Assets_and_Liabil
Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Tax Assets: | ||
Non-cash interest expense | $2,828,837 | $1,677,305 |
Share-based compensation | 4,061,677 | 3,833,855 |
Impairment of intangible assets | 218,300 | 0 |
Other | 254,740 | 254,740 |
Net operating loss carry forward | 15,159,830 | 10,098,134 |
Less: Valuation allowance | -22,220,990 | -15,561,640 |
Deferred Tax Assets, Gross, Total | 302,394 | 302,394 |
Deferred Tax Liabilities: | ||
Property and equipment | -302,394 | -302,394 |
Net deferred asset (liability) | $0 | $0 |
Business_Concentration_Additio
Business Concentration - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Customer | Customer | |
Number Of Customer | 95 | 58 |
Supplier Concentration Risk | ||
Concentration risk percentage | 10.00% | 59.00% |
ECOTRAX rail ties | ||
Concentration risk percentage | 15.00% | 46.00% |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Sep. 01, 2013 | Nov. 15, 2013 | |
Commitments and Contingencies [Line Items] | ||||
Lease agreement, current monthly lease payments | $3,800 | |||
Facility rent expense | 38,400 | |||
Royalty payment to Rutgers, minimum rate | 1.50% | |||
Royalty payment to Rutgers, maximum rate | 3.00% | |||
Lease expiration date | 31-Oct-14 | |||
Royalties accrued | 132,593 | 235,772 | ||
Royalty expense | 46,800 | 83,000 | ||
Production facility [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Lease agreement, current monthly lease payments | 21,875 | |||
Facility rent expense | 453,500 | 265,700 | ||
Deferred lease and rental expense | 257,900 | |||
Lease term | 35 years | |||
Processing facility [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Lease agreement, current monthly lease payments | 25,750 | |||
Facility rent expense | 383,100 | 38,600 | ||
Deferred lease and rental expense | 77,000 | |||
Lease term | 15 years | |||
Charged to costs of sales | ||||
Commitments and Contingencies [Line Items] | ||||
Royalties accrued | 125,400 | 93,400 | ||
Charged to operating expenses | ||||
Commitments and Contingencies [Line Items] | ||||
Royalties accrued | $74,600 | $106,600 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2011 | Dec. 31, 2014 | Jun. 30, 2014 | Aug. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 04, 2014 | Aug. 24, 2012 | Apr. 25, 2012 | |
Related Party Transaction [Line Items] | |||||||||||
Common shares issuable upon conversion of convertible stock | 9,400,000 | 9,400,000 | |||||||||
8% convertible promissory notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt issued, principal amount | $666,667 | ||||||||||
Jacobson | 10% convertible redeemable preferred stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 62,500 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $0.70 | ||||||||||
Number of common stock in exchange of warrants | 32,400 | ||||||||||
Class of warrant or right, outstanding | 79,400 | 79,400 | |||||||||
Temporary Equity, Shares Issued | 12,500 | ||||||||||
Proceeds From Issuance Of Redeemable Convertible Preferred Stock | 125,000 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||||||||||
Mr. Rose | 8% convertible promissory notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of common stock in exchange of warrants | 10,900,000 | ||||||||||
Class of warrant or right, outstanding | 13,000,000 | ||||||||||
Mr. Rose | Revolving Loan Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument Convertible Interest Expense Shares | 142,100 | 142,100 | |||||||||
Line of credit facility revolving loan issued to lender | 1 | ||||||||||
Line of credit facility, periodic payment, interest | 42,700 | ||||||||||
Mr. Rose | 12% Secured Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% | |||||||||
Debt Instrument, Convertible, Conversion Price | $0.40 | $0.40 | |||||||||
Line of credit facility, periodic payment, interest | 4,600 | ||||||||||
Rose and Walters | 10% convertible redeemable preferred stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued for dividend payments (in shares) | 635,400 | ||||||||||
Warrant exercise price | $10 | ||||||||||
Common shares issuable upon conversion of convertible stock | 14.17707 | ||||||||||
Number of common stock in exchange of warrants | 259,300 | ||||||||||
Class of warrant or right, outstanding | 500,000 | ||||||||||
Mr. Kronstadt | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Minority interest ownership percentage by noncontrolling owners | 5.00% | 5.00% | |||||||||
Debt issued, principal amount | 650,000 | 650,000 | |||||||||
Mr. Kronstadt | 8% convertible promissory notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500,000 | 2,500,000 | |||||||||
Debt issued, principal amount | 1,666,667 | 666,667 | 666,667 | 1,666,667 | |||||||
Line of credit facility, periodic payment, interest | 27,900 | ||||||||||
Debt Instrument, Maturity Date | 11-Jun-19 | 11-Jun-19 | |||||||||
Mr. Kronstadt | 8% convertible promissory notes | Purchase Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,023,243 | 13,023,243 | |||||||||
Debt issued, principal amount | 5,209,297 | 5,209,297 | |||||||||
Debt instrument, interest rate, stated percentage | 8.00% | 8.00% | |||||||||
Line of credit facility, periodic payment, interest | 1,245,032 | ||||||||||
Number of common stock in exchange of warrants | 10,900,000 | 10,900,000 | |||||||||
Class of warrant or right, outstanding | 13,000,000 | 13,000,000 | |||||||||
Mr. Kronstadt | 12% Convertible Promissory Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt issued, principal amount | 333,333 | ||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||||
Line of credit facility, periodic payment, interest | 9,300 | ||||||||||
Debt Conversion, Converted Instrument, Rate | 85.00% | ||||||||||
Mr. Kronstadt | 12% Secured Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% | |||||||||
Debt Instrument, Convertible, Conversion Price | $0.40 | $0.40 | |||||||||
Line of credit facility, periodic payment, interest | 3,200 | ||||||||||
Samuel G. Rose | Julie Walters | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Minority interest ownership percentage by noncontrolling owners | 5.00% | ||||||||||
Samuel G. Rose | Julie Walters | 8% convertible promissory notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,023,151 | 2,500,000 | 13,023,151 | ||||||||
Debt issued, principal amount | 666,666 | 666,666 | 5,209,260 | 1,666,667 | |||||||
Debt instrument, interest rate, stated percentage | 8.00% | 8.00% | |||||||||
Debt Instrument, Convertible, Conversion Price | $0.40 | $0.40 | |||||||||
Debt Instrument Convertible Interest Expense Shares | 1,265,849 | 1,265,849 | |||||||||
Line of credit facility, periodic payment, interest | 28,100 | ||||||||||
Common shares issuable upon conversion of convertible stock | 2,500,000 | ||||||||||
Samuel G. Rose | Julie Walters | Revolving Loan Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 1,000,000 | ||||||||||
Line of credit facility, interest rate during period | 12.00% | ||||||||||
Line of credit facility revolving loan issued to lender | 100,000 | ||||||||||
Line of credit facility revolving loan issued total shares | 200,000 | ||||||||||
Samuel G. Rose | Julie Walters | 12% Convertible Promissory Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt issued, principal amount | 333,333 | ||||||||||
Debt Instrument, Maturity Date | 30-Jun-15 | ||||||||||
Samuel G. Rose | Julie Walters | 12% Secured Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt issued, principal amount | 650,000 | 650,000 | |||||||||
Line of credit facility, periodic payment, interest | 9,400 | ||||||||||
Samuel G. Rose | Julie Walters | 10% convertible redeemable preferred stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||||||||
Sale Of Preferred Stock Shares | 100,000 | ||||||||||
Sale Of Preferred Stock Value | 1,000,000 | ||||||||||
Preferred Stock Conversion Price Per Share | $0.70 | ||||||||||
Tm Investments, Lp | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Minority interest ownership percentage by noncontrolling owners | 5.00% | ||||||||||
Mltm Lending, Llc and The Ml Dynasty Trust | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Minority interest ownership percentage by noncontrolling owners | 5.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price | $0.40 | $0.40 | |||||||||
Mltm Lending, Llc and The Ml Dynasty Trust | 8% convertible promissory notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 12,221,112 | 2,500,000 | 2,500,000 | 12,221,112 | |||||||
Debt issued, principal amount | 1,426,667 | 666,667 | 1,426,667 | ||||||||
Debt instrument, interest rate, stated percentage | 8.00% | 8.00% | 8.00% | 8.00% | |||||||
Debt Instrument Convertible Interest Expense Shares | 1,169,138 | 1,169,138 | |||||||||
Line of credit facility, periodic payment, interest | 28,100 | ||||||||||
Number of common stock in exchange of warrants | 10,200,000 | 10,200,000 | |||||||||
Class of warrant or right, outstanding | 12,200,000 | 12,200,000 | |||||||||
Proceeds From Issuance Of Redeemable Convertible Preferred Stock | 4,888,444 | ||||||||||
Debt Instrument, Maturity Date | 11-Jun-19 | ||||||||||
Mltm Lending, Llc and The Ml Dynasty Trust | Revolving Loan Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument Convertible Interest Expense Shares | 261,000 | 261,000 | |||||||||
Line of credit facility revolving loan issued to lender | 100,000 | ||||||||||
Line of credit facility revolving loan issued total shares | 200,000 | ||||||||||
Line of credit facility, periodic payment, interest | 62,800 | ||||||||||
Line of credit facility, description | (i) 2% of the LC Sublimit in cash and (ii) shares of common stock, with an aggregate value of 4% of the LC Sublimit | ||||||||||
Mltm Lending, Llc and The Ml Dynasty Trust | Revolving Loan Agreement | Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||
Line of credit facility revolving loan issued to lender | 142,500 | ||||||||||
Mltm Lending, Llc and The Ml Dynasty Trust | Revolving Loan Agreement | Cash | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 4.00% | ||||||||||
Mltm Lending, Llc and The Ml Dynasty Trust | 12% Convertible Promissory Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt issued, principal amount | 333,334 | ||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||||
Line of credit facility, periodic payment, interest | 10,100 | ||||||||||
Debt Conversion, Converted Instrument, Rate | 85.00% | ||||||||||
Mltm Lending, Llc and The Ml Dynasty Trust | 12% Secured Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt issued, principal amount | 650,000 | 650,000 | |||||||||
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% | |||||||||
Line of credit facility, periodic payment, interest | 4,500 | ||||||||||
Mltm Lending, Llc and The Ml Dynasty Trust | Mr. Rose | Revolving Loan Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 1,000,000 | 1,000,000 | |||||||||
Line of credit facility, interest rate during period | 12.00% | ||||||||||
Line of credit facility maximum amount outstanding during period | 400,000 | 1,000,000 | |||||||||
Proceeds from lines of credit | $500,000 | ||||||||||
Line Of Credit Facility Consecutive Trading Days | 20 days | ||||||||||
Debt Instrument, Maturity Date | 31-Dec-15 | ||||||||||
Mltm Lending, Llc and The Ml Dynasty Trust | Mr. Rose | Revolving Loan Agreement | Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Line of credit facility, interest rate during period | 8.00% | ||||||||||
Mltm Lending, Llc and The Ml Dynasty Trust | Mr. Rose | Revolving Loan Agreement | Cash | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Line of credit facility, interest rate during period | 4.00% |
Summary_Of_Related_Party_Trans
Summary Of Related Party Transactions With Samuel G. Rose and Julie Walters (Detail) (USD $) | 2 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Debt Instrument [Line Items] | ||||
Long-Term Debt, Gross | $32,258,031 | $19,963,662 | ||
Debt Conversion, Converted Instrument, Shares Issued | 116,250 | |||
Samuel G. Rose and Julie Walters [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, Gross | 8,859,259 | |||
Debt Conversion, Converted Instrument, Shares Issued | 17,932,113 | |||
Samuel G. Rose and Julie Walters [Member] | 10% convertible preferred stock | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, Gross | 1,000,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 1,428,571 | |||
Samuel G. Rose and Julie Walters [Member] | 12% revolving | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, Gross | 1,000,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 0 | [1] | ||
Samuel G. Rose and Julie Walters [Member] | 12% Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, Gross | 650,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 0 | [1] | ||
Samuel G. Rose and Julie Walters [Member] | 12% Convertible Promissory Notes | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, Gross | 333,333 | |||
Debt Conversion, Converted Instrument, Shares Issued | 980,391 | [2] | ||
Samuel G. Rose and Julie Walters [Member] | 8% convertible notes (2012) | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, Gross | 5,209,260 | |||
Debt Conversion, Converted Instrument, Shares Issued | 13,023,151 | |||
Samuel G. Rose and Julie Walters [Member] | 8% convertible notes (2014) | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, Gross | $666,666 | |||
Debt Conversion, Converted Instrument, Shares Issued | 2,500,000 | |||
[1] | not convertible into shares of common stock. | |||
[2] | assumed 10-day volume weighted average price was $0.40. |
Summary_Of_Related_Party_Trans1
Summary Of Related Party Transactions With MLTM Lending, LLC and the ML Dynasty Trust (Detail) (USD $) | 2 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Related Party Transaction [Line Items] | ||||
Long-Term Debt, Gross | $32,258,031 | $19,963,662 | ||
Debt Conversion, Converted Instrument, Shares Issued | 116,250 | |||
MLTM Lending, LLC and the ML Dynasty Trust [Member] | ||||
Related Party Transaction [Line Items] | ||||
Long-Term Debt, Gross | 7,538,445 | |||
Debt Conversion, Converted Instrument, Shares Issued | 15,701,506 | |||
MLTM Lending, LLC and the ML Dynasty Trust [Member] | 12% revolving | ||||
Related Party Transaction [Line Items] | ||||
Long-Term Debt, Gross | 1,000,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 0 | [1] | ||
MLTM Lending, LLC and the ML Dynasty Trust [Member] | 8% convertible notes (2012) | ||||
Related Party Transaction [Line Items] | ||||
Long-Term Debt, Gross | 4,888,444 | |||
Debt Conversion, Converted Instrument, Shares Issued | 12,221,112 | |||
MLTM Lending, LLC and the ML Dynasty Trust [Member] | 8% convertible notes (2014) | ||||
Related Party Transaction [Line Items] | ||||
Long-Term Debt, Gross | 666,667 | |||
Debt Conversion, Converted Instrument, Shares Issued | 2,500,000 | |||
MLTM Lending, LLC and the ML Dynasty Trust [Member] | 12% Convertible Promissory Notes | ||||
Related Party Transaction [Line Items] | ||||
Long-Term Debt, Gross | 333,334 | |||
Debt Conversion, Converted Instrument, Shares Issued | 980,394 | [2] | ||
MLTM Lending, LLC and the ML Dynasty Trust [Member] | 12% Secured Notes | ||||
Related Party Transaction [Line Items] | ||||
Long-Term Debt, Gross | $650,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 0 | [1] | ||
[1] | not convertible into shares of common stock. | |||
[2] | assumed 10-day volume weighted average price was $0.40. |
Summary_Of_Related_Party_Trans2
Summary Of Related Party Transactions With Allen Kronstadt (Detail) (USD $) | 2 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Related Party Transaction [Line Items] | ||||
Long-Term Debt, Gross | $32,258,031 | $19,963,662 | ||
Debt Conversion, Converted Instrument, Shares Issued | 116,250 | |||
Allen Kronstadt [Member] | ||||
Related Party Transaction [Line Items] | ||||
Long-Term Debt, Gross | 6,859,297 | |||
Debt Conversion, Converted Instrument, Shares Issued | 16,503,634 | |||
Allen Kronstadt [Member] | 8% convertible notes (2012) | ||||
Related Party Transaction [Line Items] | ||||
Long-Term Debt, Gross | 5,209,297 | |||
Debt Conversion, Converted Instrument, Shares Issued | 13,023,243 | |||
Allen Kronstadt [Member] | 8% convertible notes (2014) | ||||
Related Party Transaction [Line Items] | ||||
Long-Term Debt, Gross | 666,667 | |||
Debt Conversion, Converted Instrument, Shares Issued | 2,500,000 | |||
Allen Kronstadt [Member] | 12% Convertible Promissory Notes | ||||
Related Party Transaction [Line Items] | ||||
Long-Term Debt, Gross | 333,333 | |||
Debt Conversion, Converted Instrument, Shares Issued | 980,391 | [1] | ||
Allen Kronstadt [Member] | 12% Secured Notes | ||||
Related Party Transaction [Line Items] | ||||
Long-Term Debt, Gross | $650,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 0 | [2] | ||
[1] | assumed 10-day volume weighted average price was $0.40. | |||
[2] | not convertible into shares of common stock. |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (Subsequent Event, 12% Secured Notes, USD $) | Dec. 31, 2014 |
Subsequent Event | 12% Secured Notes | |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | $4,400,000 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |