Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 11, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | GlyEco, Inc. | |
Entity Central Index Key | 931,799 | |
Document Type | 10-Q | |
Trading Symbol | GLYE | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 119,632,020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 1,710,273 | $ 1,276,687 |
Cash - restricted | 100,000 | |
Accounts receivable, net | 657,827 | 807,906 |
Prepaid expenses | 85,916 | 95,775 |
Inventories | 235,990 | 380,789 |
Total current assets | 2,790,006 | 2,561,157 |
Property, plant and equipment, net | 1,787,737 | 1,279,057 |
Other Assets | ||
Deposits | 32,035 | 26,688 |
Goodwill | 885,295 | 835,295 |
Other intangible assets, net | 243,911 | 169,533 |
Total other assets | 1,161,241 | 1,031,516 |
Total assets | 5,738,984 | 4,871,730 |
Current Liabilities | ||
Accounts payable and accrued expenses | 907,864 | 1,522,037 |
Due to related parties | 34,405 | |
Contingent acquisition obligation | 100,000 | |
Notes payable - current portion | 110,794 | 117,972 |
Capital lease obligations - current portion | 6,243 | 9,752 |
Total current liabilities | 1,124,901 | 1,684,166 |
Non-Current Liabilities | ||
Notes payable - non-current portion | 186,298 | |
Capital lease obligations - non-current portion | 4,769 | 10,211 |
Total non-current liabilities | 191,067 | 10,211 |
Total liabilities | 1,315,968 | 1,694,377 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock; 40,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding as of September 30, 2016 and December 31, 2015 | ||
Common stock, 300,000,000 shares authorized; $0.0001 par value; 119,575,964 and 72,472,412 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 11,958 | 7,248 |
Additional paid-in capital | 41,509,538 | 37,720,608 |
Accumulated deficit | (37,098,480) | (34,550,503) |
Total stockholders' equity | 4,423,016 | 3,177,353 |
Total liabilities and stockholders' equity | $ 5,738,984 | $ 4,871,730 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, authorized | 40,000,000 | 40,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, issued | 119,575,964 | 72,472,412 |
Common stock, outstanding | 119,575,964 | 72,472,412 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Sales, net | $ 1,388,980 | $ 2,141,924 | $ 4,145,741 | $ 5,526,276 |
Cost of goods sold | 1,282,507 | 2,239,512 | 3,968,501 | 5,971,400 |
Gross profit (loss) | 106,473 | (97,588) | 177,240 | (445,124) |
Operating expenses | ||||
Consulting fees | 13,479 | 65,592 | 114,902 | 285,364 |
Share-based compensation | 258,613 | 168,128 | 856,848 | 798,227 |
Salaries and wages | 277,058 | 142,216 | 816,069 | 411,663 |
Legal and professional | 50,255 | 50,035 | 192,152 | 235,972 |
General and administrative | 200,421 | 170,443 | 736,802 | 488,473 |
Total operating expenses | 799,826 | 596,414 | 2,716,773 | 2,219,699 |
Loss from operations | (693,353) | (694,002) | (2,539,533) | (2,664,823) |
Other (income) and expenses | ||||
Interest income | (108) | (39) | (326) | (215) |
Interest expense | 5,761 | 39,645 | 17,739 | 123,552 |
Gain on settlement of note payable | (15,000) | |||
Total other expense, net | 5,653 | 39,606 | 2,413 | 123,337 |
Loss before provision for income taxes | (699,006) | (733,608) | (2,541,946) | (2,788,160) |
Provision for income taxes | 85 | 2,086 | 6,031 | 2,086 |
Net loss | $ (699,091) | $ (735,694) | $ (2,547,977) | $ (2,790,246) |
Basic and diluted loss per share (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.04) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 118,838,577 | 71,021,497 | 106,102,370 | 68,213,880 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2016 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance, at beginning at Dec. 31, 2015 | $ 7,248 | $ 37,720,608 | $ (34,550,503) | $ 3,177,353 |
Balance, at beginning (in shares) at Dec. 31, 2015 | 72,472,412 | 72,472,412 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock for cash, net | $ 3,747 | 2,933,045 | $ 2,936,792 | |
Issuance of common stock for cash, net (in shares) | 37,475,620 | 37,475,620 | ||
Share-based compensation | $ 963 | 855,885 | $ 856,848 | |
Share-based compensation (in shares) | 9,627,932 | 9,627,932 | ||
Net loss | (2,547,977) | $ (2,547,977) | ||
Balance, at end at Sep. 30, 2016 | $ 11,958 | $ 41,509,538 | $ (37,098,480) | $ 4,423,016 |
Balance, at end (in shares) at Sep. 30, 2016 | 119,575,964 | 119,575,964 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Net cash flow from operating activities | ||
Net loss | $ (2,547,977) | $ (2,790,246) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 193,775 | 607,465 |
Amortization | 60,622 | |
Share-based compensation expense | 856,848 | 798,227 |
Provision for bad debt | 27,264 | |
Gain on settlement of note payable | (15,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 122,815 | (519,167) |
Prepaid expenses | 9,859 | (25,383) |
Inventories | 144,799 | (219,704) |
Deposits | (5,347) | (5,980) |
Accounts payable and accrued expenses | (732,074) | (385,557) |
Due to related parties | (34,405) | (52,569) |
Net cash used in operating activities | (1,918,821) | (2,592,914) |
Cash flows from investing activities | ||
Cash paid for acquisition | (100,000) | |
Cash - restricted | (100,000) | |
Purchases of property, plant and equipment | (249,698) | (143,389) |
Net cash used in investing activities | (449,698) | (143,389) |
Cash flows from financing activities | ||
Repayment of notes payable | (125,736) | (5,139) |
Repayment of capital lease obligations | (8,951) | (241,233) |
Proceeds from sale of common stock, net | 2,936,792 | 3,547,048 |
Net cash provided by financing activities | 2,802,105 | 3,300,676 |
Increase in cash | 433,586 | 564,373 |
Cash at beginning of the period | 1,276,687 | 494,847 |
Cash at end of the period | 1,710,273 | 1,059,220 |
Supplemental disclosure of cash flow information | ||
Interest paid during period | 17,739 | 123,552 |
Income taxes paid during period | 6,031 | |
Supplemental disclosure of non-cash items | ||
Acquisition of equipment with notes payable | 319,856 | |
Acquisition of equipment included in accounts payable | $ 117,900 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | NOTE 1 – Organization and Nature of Business GlyEco, Inc. (the “Company”, “we”, or “our”) is a chemical recycling and distribution company, which specializes in collecting and recycling waste glycol streams into reusable glycol products that are sold to third party customers in the automotive and industrial end-markets in the United States. Our proprietary technology allows us to recycle all five major types of waste glycol into high-quality products usable in any glycol application. We currently operate six processing centers in the United States, with our corporate offices located in Rock Hill, South Carolina. These processing centers are located in (1) Minneapolis, Minnesota, (2) Indianapolis, Indiana, (3) Lakeland, Florida, (4) Rock Hill, South Carolina, (5) Tea, South Dakota, and (6) Landover, Maryland. The Minneapolis, Minnesota, Lakeland, Florida, Rock Hill, South Carolina and Tea, South Dakota facilities have distillation equipment and operations for recycling waste glycol streams as well as blending equipment and operations for mixing glycol and other chemicals to produce finished products for sale to third party customers, while the Indianapolis, Indiana and Landover, Maryland facilities currently only have blending equipment and operations for mixing glycol and other chemicals to produce finished products for sale to third party customers. We also previously operated a processing center in Elizabeth, New Jersey. The Company was formed in the State of Nevada on October 21, 2011. We were formed to acquire the assets of companies in the business of recycling and processing waste glycol and to apply our proprietary technology to provide a higher quality of glycol to end-market users throughout North America. We are currently comprised of the parent corporation GlyEco, Inc., and the acquisition subsidiaries that were formed to acquire the processing centers listed above, including the Elizabeth, New Jersey Processing Center which we no longer operate. These processing centers are held in seven subsidiaries under the names of GlyEco Acquisition Corp. #1 through GlyEco Acquisition Corp. #7. Going Concern The condensed consolidated financial statements as of September 30, 2016 and December 31, 2015 and for the three and nine months ended September 30, 2016 and 2015, have been prepared assuming that the Company will continue as a going concern. As of September 30, 2016, the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Ultimately, we plan to achieve profitable operations through the implementation of operating efficiencies at our facilities and increased revenue through the offering of additional products and the expansion of our geographic footprint through acquisitions, broader distribution from our current facilities and/or the opening of additional facilities. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 – Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (consisting of normally recurring accruals) necessary for a fair presentation on an interim basis. The operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2016. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted; however, management believes that the disclosures are adequate to make the information presented not misleading. This report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, including the Company’s audited consolidated financial statements and related notes. Principles of Consolidation These condensed consolidated financial statements include the accounts of GlyEco, Inc., and its wholly-owned subsidiaries. All significant intercompany accounting transactions have been eliminated as a result of consolidation. The subsidiaries include: GlyEco Acquisition Corp #1 (“Acquisition Sub #1”) located in Minneapolis, Minnesota; GlyEco Acquisition Corp #2 (“Acquisition Sub #2”) located in Indianapolis, Indiana; GlyEco Acquisition Corp #3 (“Acquisition Sub #3”) located in Lakeland, Florida; GlyEco Acquisition Corp #4 (“Acquisition Sub #4”) formerly located in Elizabeth, New Jersey; GlyEco Acquisition Corp #5 (“Acquisition Sub #5”) located in Rock Hill, South Carolina; GlyEco Acquisition Corp #6 (“Acquisition Sub #6”) located in Tea, South Dakota; and GlyEco Acquisition Corp. #7 (“Acquisition Sub #7”) located in Landover, Maryland. Operating Segments Operating segments are defined as components of an enterprise for each of which separate financial information is available that is evaluated on a regular basis by our chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of each segment. Operating segments may be aggregated into a single operating segment if the segments have similar economic characteristics, among other criteria. The Company operates as one segment. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent within the financial reporting process, actual results may differ significantly from those estimates. Significant estimates include, but are not limited to, items such as, the allowance for doubtful accounts, the valuation of share-based compensation and warrants, the allocation of the purchase price in the Company’s acquisitions, the recoverability of property, plant and equipment, goodwill, and other intangibles and their estimated useful lives, contingent liabilities, and environmental and asset retirement obligations. Due to the uncertainties inherent in the formulation of accounting estimates, it is reasonable to expect that these estimates could be materially revised within the next year. Revenue Recognition The Company recognizes revenue when (1) delivery of product has occurred or services have been rendered, (2) there is persuasive evidence of a sale arrangement, (3) selling prices are fixed or determinable, and (4) collectability from the customer (individual customers and distributors) is reasonably assured. Revenue consists primarily of revenue generated from the sale of the Company’s products. This generally occurs when the Company’s products are shipped from its facility as title has passed. Revenue is recorded net of estimated cash discounts. The Company estimates and accrues an allowance for sales returns at the time the product is sold. To date, sales returns have not been material. Shipping costs passed to the customer are included in net sales. Costs and Expenses Cost of goods sold includes all direct material and labor costs and those indirect costs of bringing raw materials to sale condition, including depreciation of equipment used in manufacturing and shipping and handling costs. Selling, general, and administrative costs are charged to operating expenses as incurred. Research and development costs are expensed as incurred and are included in operating expenses. Such amounts were insignificant during the three and nine months ended September 30, 2016 and 2015. Advertising costs are expensed as incurred. Accounts Receivable Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the condensed consolidated statements of operations. The allowance for doubtful accounts totaled $66,147 and $203,270 as of September 30, 2016 and December 31, 2015, respectively. Inventories Inventories are reported at the lower of cost or market. The cost of raw materials, including feedstocks and additives, is determined on an average unit cost of the units in a production lot. Work-in-process represents labor, material and overhead costs associated with the manufacturing costs at an average unit cost of the units in the production lot. Finished goods represents work-in-process items with additive costs added. The Company periodically reviews its inventories for obsolete or unsalable items and adjusts its carrying value to reflect estimated realizable values. Property, Plant and Equipment Property, plant and equipment is stated at cost. The Company provides for depreciation on the cost of its equipment using the straight-line method over an estimated useful life, ranging from three to twenty years, and zero salvage value. Expenditures for repairs and maintenance are charged to expense as incurred. For purposes of computing depreciation, the useful lives of property, plant and equipment are as follows: Leasehold improvements Lesser of the remaining lease term or 5 years Machinery and equipment 3-20 years Fair Value of Financial Instruments The Company has adopted the framework for measuring fair value that establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of inputs that may be used to measure fair value are as follows: ● Level 1 ● Level 2 ● Level 3 Cash, restricted cash, accounts receivable, accounts payable and accrued expenses, amounts due to related parties, contingent acquisition obligations and current portion of capital lease obligations and notes payable are reflected in the condensed consolidated balance sheets at their estimated fair values primarily due to their short-term nature. As to long-term capital lease obligations and notes payable, estimated fair values are based on borrowing rates currently available to the Company for loans with similar terms and maturities. Net Loss Per Share Calculation The basic net loss per common share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during a period. Diluted loss per common share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding plus potentially dilutive securities. The Company’s potentially dilutive securities outstanding are not shown in a diluted net loss per share calculation because their effect in both 2016 and 2015 would be anti-dilutive. At September 30, 2016, these potentially dilutive securities included warrants of 8,266,137 and stock options of 7,935,093 for a total of 16,201,230. At September 30, 2015, these potentially dilutive securities included warrants of 16,567,326 and stock options of 11,724,585 for a total of 28,291,911. Income Taxes The Company accounts for its income taxes in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes,” which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. 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 operations in the period that includes the enactment date. An allowance for the deferred tax asset is established if it is more likely than not that the asset will not be realized. Share-based Compensation All share-based payments to employees and non-employee directors, including grants of employee stock options, are expensed based on their estimated fair values at the grant date, in accordance with ASC 718. Compensation expense for share-based payments to employees and directors is recorded over the vesting period using the estimated fair value on the date of grant, as calculated by the Company using the Black-Scholes-Merton (“BSM”) option-pricing model or the Monte Carlo Simulation. For awards with only service conditions that have graded vesting schedules, compensation cost is recorded on a straight-line basis over the requisite service period for the entire award, unless vesting occurs earlier. For awards with market conditions, compensation cost is recorded on the accelerated attribution method over the derived service period. Non-employee share-based compensation is accounted for based on the fair value of the related stock or options, using the BSM, or the fair value of the goods or services on the measurement date, whichever is more readily determinable. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Recently Issued Accounting Pronouncements There have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance to the Company, except as discussed below. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). This updated guidance supersedes the current revenue recognition guidance, including industry-specific guidance. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The updated guidance is effective for interim and annual periods beginning after December 15, 2016, and early adoption is not permitted. In July 2015, the FASB decided to delay the effective date of ASU 2014-09 until December 15, 2017. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. The Company has not yet selected a transition method and is currently assessing the impact the adoption of ASU 2014-09 will have on its condensed consolidated financial statements and disclosures. In June 2014, the FASB issued ASU No. 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period” (“ASU 2014-12”). ASU 2014-12 provides explicit guidance on whether to treat a performance target that could be achieved after the requisite service period as a performance condition that affects vesting, or as a non-vesting condition that affects the grant-date fair value of an award. The update requires that compensation costs are recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. This update is effective for the annual periods and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. There was no impact from the adoption of this ASU. In August 2014, the FASB issued ASU 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” (“ASU 2014-15”). ASU 2014-15 defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and provides related footnote disclosure requirements. Under GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting establishes the fundamental basis for measuring and classifying assets and liabilities. The update provides guidance on when there is substantial doubt about an organization’s ability to continue as a going concern and how the underlying conditions and events should be disclosed in the footnotes. It is intended to reduce diversity that existed in footnote disclosures because of the lack of guidance about when substantial doubt existed. The amendments in this update are effective for the year ended December 31, 2016. Early application is permitted. The Company is currently evaluating the effect that the standard will have on the condensed consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU 2015-11, “Inventory” (Topic 330) (“ASU 2015-11”). The amendments in ASU 2015-11 require that an entity measure inventory within the scope at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transaction. The amendments in this update more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting. ASU 2015-11 is effective for annual and interim periods beginning on or after December 15, 2016. The amendments in this update should be applied prospectively with early application permitted as of the beginning of the interim or annual reporting period. The Company is currently assessing this guidance for future implementation. In November 2015, the FASB issued ASU 2015-17, “Income Taxes: Balance Sheet Classification of Deferred Taxes”, an update to accounting guidance to simplify the presentation of deferred income taxes. The guidance requires an entity to classify all deferred tax liabilities and assets, along with any valuation allowance, as noncurrent in the balance sheet. The guidance is effective for public companies with annual reporting periods beginning after December 15, 2016, including interim periods within these reporting periods. Early adoption is permitted. The Company is currently assessing the impact of the adoption of ASU 2015-17 will have on its condensed consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating ASU 2016-02, the Company expects the adoption of ASU 2016-02 to have a material effect on the Company’s consolidated financial condition due to the recognition of the lease rights and obligations as assets and liabilities. The Company is currently assessing the impact of the adoption of ASU 2016-02 will have on its condensed consolidated financial statements and disclosures . In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which simplified certain aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification in the statement of cash flows. ASU 2016-09 will be effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods. The Company is currently evaluating the impact of adopting the new stock compensation standard on its condensed consolidated financial statements. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 – Inventories The Company’s total inventories were as follows: September 30, December 31, 2016 2015 Raw materials $ 156,265 $ 217,165 Work in process 36,991 84,343 Finished goods 42,734 79,281 Total inventories $ 235,990 $ 380,789 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 4 – Income Taxes As of September 30, 2016 and December 31, 2015, the Company had a net operating loss (NOL) carryforward available to reduce future taxable income, if any. The NOL carryforward begins to expire in 2027, and fully expires in 2035. Because management is unable to determine that it is more likely than not that the Company will be able to realize the tax benefit related to the NOL carryforward, by having taxable income, a valuation allowance has been established as of September 30, 2016 and December 31, 2015 to reduce the net tax benefit asset value to zero. The provision for income taxes for the three and nine months ended September 30, 2016 consists of state tax expenses. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 5 – Property, Plant and Equipment The Company’s property, plant and equipment were as follows: September 30, December 31, 2016 2015 Machinery and equipment $ 2,284,313 $ 1,863,322 Leasehold improvements 125,853 50,772 Accumulated depreciation (855,705 ) (661,930 ) 1,554,461 1,252,164 Construction in process 233,276 26,893 Total property, plant and equipment, net $ 1,787,737 $ 1,279,057 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity | |
Stockholders' Equity | NOTE 6– Stockholders' Equity Preferred Stock The Company’s articles of incorporation authorize the Company to issue up to 40,000,000 shares of $0.0001 par value, preferred shares having preferences to be determined by the board of directors for dividends, and liquidation of the Company’s assets. Of the 40,000,000 preferred shares the Company is authorized by its articles of incorporation, the Board of Directors has designated 3,000,000 as Series AA preferred shares. As of September 30, 2016, the Company had no shares of Preferred Stock outstanding. Common Stock As of September 30, 2016, the Company has 119,575,964, $0.0001 par value, shares of common stock (the “Common Stock”) outstanding. The Company's articles of incorporation authorize the Company to issue up to 300,000,000 shares of the Common Stock. The holders are entitled to one vote for each share on matters submitted to a vote to shareholders, and to share pro rata in all dividends payable on common stock after payment of dividends on any preferred shares having preference in payment of dividends. Equity Incentive Program On December 18, 2014, the Company’s Board of Directors approved an Equity Incentive Program (the “Equity Incentive Program”), whereby the Company’s employees may elect to receive equity in lieu of cash for all or part of their salary compensation. For the quarter ended September 30, 2016, employees could elect to receive eight and a third shares of common stock per each dollar participated in the Equity Incentive Program. Nine employees participated in the Equity Incentive Plan during the quarter. During the nine months ended September 30, 2016, the Company issued the following shares of common stock in connection with financing activities: On February 26, 2016, the Company closed a rights offering. The rights offering was made pursuant to a registration statement on Form S-1 filed with the Securities and Exchange Commission and declared effective on January 20, 2016. Pursuant to the rights offering, the Company distributed to holders of its Common Stock non-transferable subscription rights to purchase up to 50,200,947 shares of the Company’s common stock, par value $0.0001 per share. Each shareholder received one subscription right for every one share of common stock owned at 5:00 p.m. EST on October 30, 2015, the record date. Each subscription right entitled a shareholder to purchase 0.7 shares of the Company’s common stock at a subscription price of $0.08 per share, which was referred to as the basic subscription privilege. If a shareholder fully exercised their basic subscription privilege and other shareholders did not fully exercise their basic subscription privileges, shareholders could also exercise an over-subscription privilege to purchase a portion of the unsubscribed shares at the same subscription price of $0.08 per share. During the rights offering, subscription rights to purchase a total of 37,475,620 shares of common stock, par value $0.0001, were exercised. The exercise of these subscription rights resulted in gross proceeds to the Company of $2,998,050 before deducting expenses of the rights offering. During the nine months ended September 30, 2016, the Company issued the following shares of common stock for compensation: On January 31, 2016, the Company issued an aggregate of 97,292 shares of Common Stock to five employees of the Company pursuant to the Company's Equity Incentive Program at a price of $0.08 per share. On February 28, 2016, the Company issued an aggregate of 97,292 shares of Common Stock to five employees of the Company pursuant to the Company's Equity Incentive Program at a price of $0.08 per share. On March 28, 2016, the Company issued an aggregate of 419,348 shares of Common Stock to four employees of the Company pursuant to certain performance incentive programs at a price of $0.11 per share. On March 31, 2016, the Company issued an aggregate of 837,498 shares of Common Stock to seven directors of the Company pursuant to the Company's FY2016 Director Compensation Plan at a price of $0.09 per share. On March 31, 2016, the Company issued an aggregate of 97,292 shares of Common Stock to five employees of the Company pursuant to the Company's Equity Incentive Program at a price of $0.08 per share. On April 30, 2016, the Company issued an aggregate of 64,875 shares of Common Stock to seven employees of the Company pursuant to the Company's Equity Incentive Program at a price of $0.10 per share. On May 31, 2016, the Company issued an aggregate of 86,234 shares of Common Stock to eight employees of the Company pursuant to the Company's Equity Incentive Program at a price of $0.10 per share. On June 13, 2016, the Company issued an aggregate of 6,281,250 shares of Common Stock to seven directors of the Company pursuant to the Company's FY2016 Director Compensation Plan due to the market condition related to the grant being achieved (see below). On June 30, 2016, the Company issued an aggregate of 86,150 shares of Common Stock to eight employees of the Company pursuant to the Company's Equity Incentive Program at a price of $0.10 per share. On June 30, 2016, the Company issued an aggregate of 769,583 shares of Common Stock to seven directors of the Company pursuant to the Company's FY2016 Director Compensation Plan at a price of $0.10 per share. On July 31, 2016, the Company issued an aggregate of 54,317 shares of Common Stock to nine employees of the Company pursuant to the Company's Equity Incentive Program at a price of $0.12 per share. On August 31, 2016, the Company issued an aggregate of 54,317 shares of Common Stock to nine employees of the Company pursuant to the Company's Equity Incentive Program at a price of $0.12 per share. On September 30, 2016, the Company issued an aggregate of 54,359 shares of Common Stock to nine employees of the Company pursuant to the Company's Equity Incentive Program at a price of $0.12 per share. On September 30, 2016, the Company issued an aggregate of 628,125 shares of Common Stock to seven directors of the Company pursuant to the Company's FY2016 Director Compensation Plan at a price of $0.12 per share. Summary: Number of Common Shares Issued Value Common shares for cash, net of offering costs 37,475,620 $ 2,936,792 Share-based compensation 9,627,932 $ 856,848 Performance and/or market based stock awards In January 2015, the Board of Directors approved the issuance of 940,595 restricted shares of the Company. These shares will be issued to the then members of the Board of Directors upon vesting, which will be when the market price of the Company’s common stock trades at or above $2 for a specified period. The initial value of the restricted stock grant was approximately $257,000, which will be amortized over the estimated service period. The Company recorded an expense of $7,125 and $50,565 from the amortization of the unvested restricted shares for the quarter and nine months ended September 30, 2016, respectively. The shares were valued using a Monte Carlo Simulation with a six-year life, 88.0% volatility and a risk free interest rate of 1.79%. In September 2015, the Board of Directors approved the issuance of 1,524,245 restricted shares of the Company. These shares will be issued to the then Interim Chief Executive Officer and President upon vesting, which will be according to the following terms: • 50% if the Company’s revenue for the first half of 2016 is at least 20% greater than revenue for the first half of 2015 and • 50% if the Company has positive EBITDA (a non GAAP measure) for the first half of 2016. The initial value of the restricted stock grant was approximately $92,000. The Company has not recorded any expense related to this grant as the applicable accounting guidance requires that if the performance condition must be met for the award to vest, compensation cost will be recognized only if the performance condition is satisfied and the above noted performance conditions have not been met. Further, the estimated quantity of awards for which it is probable that the performance conditions will be achieved must be reevaluated each reporting period and adjusted and management has estimated that the probability of achieving the performance conditions is minimal. The above noted vesting criteria were not met during the measurement period. As such, the grant expired without the vesting of any shares. In February 2016, the Board of Directors approved the issuance of 3,301,358 restricted shares of the Company. These shares will be issued to the then President (1,100,453 shares) and Chief Financial Officer (2,200,905 shares) upon vesting, which will be according to the following terms: - 20% when the market price of the Company’s common stock trades at or above $0.30 for a specified period. - 30% when the market price of the Company’s common stock trades at or above $0.40 for a specified period. - 30% when the market price of the Company’s common stock trades at or above $0.50 for a specified period. - 20% when the market price of the Company’s common stock trades at or above $0.60 for a specified period. The initial value of the restricted stock grant was approximately $198,000, which will be amortized over the estimated service period. The Company recorded an expense of $8,773 and $20,470 from the amortization of the unvested restricted shares for the quarter and nine months ended September 30, 2016, respectively. The shares were valued using a Monte Carlo Simulation with a six-year life, 91.0% volatility and a risk free interest rate of 1.34%. In January 2016, the Board of Directors approved the issuance of 6,281,250 restricted shares of the Company. These shares will be issued to the then members of the Board of Directors upon vesting, which will be when the market price of the Company’s common stock trades at or above $0.12 for a specified period or if the Company has positive EBITDA (a non GAAP measure) for one quarter in 2016. These shares were issued to the members of the Board on June 13, 2016, when the market price of the Company’s common stock traded at or above $0.12 for a 30-day volume weighted average price. The initial value of the restricted stock grant was approximately $509,000, which has been amortized over the estimated performance period. The Company recorded an expense of $127,195 and $381,586 from the amortization of the restricted shares for the quarter and nine months ended September 30, 2016, respectively. The shares were valued using a Monte Carlo Simulation with a one-year life, 106.0% volatility and a risk free interest rate of 0.65%. In May 2016, the Board of Directors approved the issuance of 1,100,453 restricted shares of the Company. These shares will be issued to the Chief Executive Officer upon vesting, which will be according to the following terms: - 20% when the market price of the Company’s common stock trades at or above $0.30 for a specified period. - 30% when the market price of the Company’s common stock trades at or above $0.40 for a specified period. - 30% when the market price of the Company’s common stock trades at or above $0.50 for a specified period. - 20% when the market price of the Company’s common stock trades at or above $0.60 for a specified period. The initial value of the restricted stock grant was approximately $198,000, which will be amortized over the estimated service period. The Company recorded an expense of $4,334 and $7,223 from the amortization of the unvested restricted shares for the quarter and nine months ended September 30, 2016. The shares were valued using a Monte Carlo Simulation with a 6-year life, 92.0% volatility and a risk free interest rate of 1.43%. In September 2016, the Board of Directors approved the issuance of 1,650,680 restricted shares of the Company. These shares will be issued to the Vice President of Sales and Marketing upon vesting, which will be according to the following terms: - 20% when the market price of the Company’s common stock trades at or above $0.30 for a specified period. - 30% when the market price of the Company’s common stock trades at or above $0.40 for a specified period. - 30% when the market price of the Company’s common stock trades at or above $0.50 for a specified period. - 20% when the market price of the Company’s common stock trades at or above $0.60 for a specified period. The initial value of the restricted stock grant was approximately $141,000, which will be amortized over the estimated service period. The Company recorded an expense of $1,083 from the amortization of the unvested restricted shares for the three months ended September 30, 2016. The shares were valued using a Monte Carlo Simulation with a 6-year life, 92.0% volatility and a risk free interest rate of 1.35%. Options and warrants During the nine months ended September 30, 2016, the Company did not have any issuances or exercises of stock warrants. During the nine months ended September 30, 2016, the Company granted 60,000 stock options. No stock options were exercised during the three and nine months ended September 30, 2016. The Company recognized $15,000 and $54,551 of expense related to the vesting of outstanding options during the three and nine months ended September 30, 2016, respectively. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 7 – Business Combination Effective June 26, 2016, Acquisition Sub #3 entered into an Asset Purchase Agreement with Brian’s On-Site Recycling, Inc., a Florida corporation (“BOSR”), and Brian Fidalgo, principal of BOSR (the “BOSR Principal”) and General Manager of our Florida processing center, pursuant to which Acquisition Sub #3 acquired certain assets of BOSR, primarily equipment and customer relationships for aggregate consideration of $200,000, of which $100,000 is subject to an earn out provision. The period of the earn out is expected to be over one year. Per the terms of the Asset Purchase Agreement, the Company placed $100,000 in an escrow account related to the earn out and has been reflected as restricted cash in the accompanying condensed consolidated balance sheet. This acquisition expanded the Company’s customer base in Florida. We accounted for the acquisition of BOSR as required under applicable accounting guidance. Tangible assets acquired are recorded at fair value. Identifiable intangible assets that we acquired are recognized separately if they arise from contractual or other legal rights or if they are separable, and are recorded at fair value. Goodwill is recorded as the excess of the consideration transferred over the fair value of the net identifiable assets acquired. The allocation of the purchase price is as follows: Fixed assets – equipment $ 15,000 Intangibles: Customer relationships 82,000 Non compete agreement 32,000 Other intangibles, including trade name 21,000 Goodwill 50,000 Total $ 200,000 The Company is amortizing the intangibles (excluding goodwill) over an estimated useful life of five years. The acquisition was not considered to be significant. The Company has included the financial results of the BOSR acquisition in its consolidated financial statements from the acquisition date and the results from BOSR were not material to the Company’s consolidated financial statements. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Notes Payable [Abstract] | |
Notes Payable | NOTE 8 – Notes Payable Notes payable consist of the following: Short term September 30, 2016 December 31, 2015 2013 Secured Note $ - $ 2,972 Manzo Note - 115,000 2016 Secured Notes 110,794 - Short term notes payable $ 110,794 $ 117,972 Long term September 30, 2016 December 31, 2015 2016 Secured Notes $ 186,298 $ - 2013 Secured Note In May 2013, Acquisition Sub #1 entered into a secured promissory note with Security State Bank of Marine in Minnesota (the “2013 Secured Note”). The key terms of the 2013 Secured Note include: (i) a principal balance of $20,000, (ii) an interest rate of 6.0%, and (iii) a term of three years with a maturity date of May 2, 2016. The 2013 Secured Note was collateralized by a vehicle. Under the terms of the agreement, the note matured in May 2016 and was paid in full. Manzo Note In May 2014, Acquisition Sub #4 entered into a promissory note with Rose Manzo, a private individual (the “Manzo Note”). The key terms of the Manzo Note include: (i) a principal balance of $115,000, (ii) an interest rate of 12.0%, and (iii) principal balance to be paid upon the raising of additional necessary capital. During June 2016, Acquisition Sub #4 and Rose Manzo entered into a settlement agreement pursuant to which Acquisition Sub #4 paid Rose Manzo $100,000 plus accrued and unpaid interest to extinguish the note and recognized a gain on settlement of $15,000. 2016 Secured Notes In January 2016, Acquisition Sub #5 entered into a secured promissory note with Ascentium Capital. In April 2016, Acquisition Sub #5 and separately, the Company, entered into secured promissory notes with Ascentium Capital. In July 2016, Acquisition Sub #3 entered into a secured promissory note with PACCAR Financial. In September 2016, Acquisition Sub #2 entered into a secured promissory note with PACCAR Financial (collectively, the “2016 Secured Notes”). The key terms of the 2016 Secured Notes include: (i) a combined principal balance of $320,000, (ii) an agreement date weighted average interest rate of 7.1% (range of 5.8% to 9.0%), and (iii) terms of 4-5 years. The 2016 Secured Notes are collateralized by vehicles and equipment. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 – Related Party Transactions Former Interim Chief Executive Officer The former Interim Chief Executive Officer, who stepped down at the end of April 2016, is the sole owner of Rocco Advisors. Amounts due and payable to the former Interim Chief Executive Officer for services performed were paid to Rocco Advisors, instead of directly to the former Interim Chief Executive Officer. These services and fees were in the ordinary course of business and subject to an agreement approved by the Company’s Board of Directors. 2016 2015 Beginning Balance as of January 1, $ - $ - Monies owed to related party for services performed 66,667 60,000 Monies paid (66,667 ) (60,000 ) Ending Balance as of September 30, $ - $ - Vice President of U.S. Operations The Vice President of US Operations is the sole owner of BKB Holdings, LLC, which is the landlord of the property where GlyEco Acquisition Corp #5’s processing center is located. The Vice President of US Operations also is the sole owner of Renew Resources, LLC, which provides services to the Company as a vendor. 2016 2015 Beginning Balance as of January 1, $ 2,791 $ (3,200 ) Monies owed to related party for services performed 73,749 55,127 Monies paid (75,667 ) (45,955 ) Ending Balance as of September 30, payable (receivable) $ 873 $ 5,972 Florida General Manager The General Manager of our Florida processing center, who joined the Company in December 2015, also managed the business of BOSR, which was a competitor to the Company in the local Florida market until the Company purchased BOSR on June 26, 2016 (see Note 7). The Company sold finished goods to BOSR and bought raw materials from BOSR. BOSR is no longer considered a related party after the purchase date. 2016 Beginning Balance as of January 1, $ 3,942 Monies owed to related party for services performed 5,980 Monies due from related party for services performed (26,812 ) Monies paid, net 16,890 Ending Balance as of June 26, $ - Former Chief Technical Officer The former Chief Technical Officer, who left the Company in late 2015, is the sole owner of WEBA Technologies (“WEBA”), which was paid for products sold to GlyEco, primarily consisting of additive packages for antifreeze. The Company also incurred expenses for consulting services provided by the former Chief Technical Officer in the ordinary course of business. The WEBA transactions are summarized below. 2015 Beginning Balance as of January 1, payable $ 8,024 Monies owed to related party for services performed 262,276 Monies paid (249,194 ) Ending Balance as of September 30, payable $ 21,106 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – Commitments and Contingencies Litigation The Company may be party to legal proceedings in the ordinary course of business. The Company believes that the nature of these proceedings (collection actions, etc.) are typical for a Company of our size and scope of operations. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Below is an overview of two pending legal proceedings and one outstanding alleged claim. On January 8, 2016, Acquisition Sub. #4 filed a civil action against Onyxx Group LLC in the Circuit Court of Hillsborough County, Florida. This civil action relates to an outstanding balance due from Onyxx Group LLC to Acquisition Sub. #4. In September 2016, the Company received a favorable judgment regarding this civil action in the amount of $95,000. On March 22, 2016, Acquisition Sub. #4 filed a civil action against Encore Petroleum, LLC in the Superior Court of New Jersey Law Division, Hudson County. This civil action relates to an outstanding balance due from Encore Petroleum to Acquisition Sub. #4. This civil action is still pending. The Company is also aware of one matter that involves an alleged claim against the Company, and it is at least reasonably possible that the claim will be pursued. The claim involves contracts with our former director and his related entities that provided services and was our landlord for the Company’s former processing facility in New Jersey. In this matter, the landlord of the Company’s formerly leased property claims back rent is due for property used by the Company outside of the scope of its lease agreement. During the quarter ended March 31, 2015, the former landlord denied the Company access to the New Jersey facility and prepared an eviction notice. The Company negotiated a payment in the amount of $250,000 to regain access to the facility, and reached an accord to negotiate with the landlord to resolve the outstanding issues by May 31, 2015. On December 28, 2015, the Company ultimately approved the termination of the lease agreements related to the New Jersey facility, thereby ceasing all operations at that particular facility. This termination was prompted by the former landlord’s demand for payment of approximately $2.3 million to maintain access to the facility. In September 2016, the Company reached an agreement with the landlord. The agreement required the Company to resolve certain environmental issues regarding the former processing facility and make certain payments to the landlord. The Company, the landlord and their related entities also agreed to a full and final settlement of existing and possible futures claims between the parties. As of November 14, 2016, the Company believes it has addressed the environmental issues by removing and disposing of the waste from the facility and cleaning the storage tanks. Additionally, as of November 14, 2016, the Company has paid $295,000 of the agreed upon $335,000 payment to the landlord. The remaining $40,000 will be paid to the landlord upon resolution of related pending regulatory matters, subject to certain additional terms. Because the Company had already fully reserved for this contingency, the agreement’s execution did not result in an additional expense to the Company in the quarter ended September 30, 2016. Environmental Matters We are subject to federal, state, and local laws, regulations and ordinances relating to the protection of the environment, including those governing discharges to air and water, handling and disposal practices for solid and hazardous wastes, and occupational health and safety. It is management’s opinion that the Company is not currently exposed to significant environmental remediation liabilities or asset retirement obligations. However, if a release of hazardous substances occurs, or is found on one of our properties from prior activity, we may be subject to liability arising out of such conditions and the amount of such liability could be material. The Company accrues for potential environmental liabilities in a manner consistent with accounting principles generally accepted in the United States; that is, when it is probable a liability has been incurred and the amount of the liability is reasonably estimable. The Company reviews the status of its environmental sites on a yearly basis and adjusts its reserves accordingly. Such potential liabilities accrued by the Company do not take into consideration possible recoveries of future insurance proceeds. The Company maintains insurance coverage for unintentional acts that result in environmental remediation liabilities up to $1 million per occurrence; $2 million in the aggregate, with an umbrella liability policy that doubles the coverage. These policies do, however, take into account the likely share other parties will bear at remediation sites. It would be difficult to estimate the Company’s ultimate level of liability due to the number of other parties that may be involved, the complexity of determining the relative liability among those parties, the uncertainty as to the nature and scope of the investigations and remediation to be conducted, the uncertainty in the application of law and risk assessment, the various choices and costs associated with diverse technologies that may be used in corrective actions at the sites, and the often quite lengthy periods over which eventual remediation may occur. Nevertheless, the Company does not currently believe that any claims, penalties or costs in connection with known environmental matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. The Company is aware of one environmental remediation issue related to our former leased property in New Jersey, which is currently subject to a remediation stemming from the sale of property by the previous owner in 2008 to the current landlord. To management’s knowledge, the former landlord has engaged a licensed site remediation professional and had assumed responsibility for this remediation. In management’s opinion the liability for this remediation is the responsibility of the former landlord. However, the former landlord has disputed this position and it is an open issue subject to negotiation. Currently, we have no knowledge as to the scope of the landlord’s former remediation obligation. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – Subsequent Events Recent Stock Issuances Since October 1, 2016, the Company has issued an aggregate of 56,056 shares of common stock pursuant to the Company’s Equity Incentive Program. |
Basis of Presentation and Sum18
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (consisting of normally recurring accruals) necessary for a fair presentation on an interim basis. The operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2016. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted; however, management believes that the disclosures are adequate to make the information presented not misleading. This report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, including the Company’s audited consolidated financial statements and related notes. |
Principles of Consolidation | Principles of Consolidation These condensed consolidated financial statements include the accounts of GlyEco, Inc., and its wholly-owned subsidiaries. All significant intercompany accounting transactions have been eliminated as a result of consolidation. The subsidiaries include: GlyEco Acquisition Corp #1 (“Acquisition Sub #1”) located in Minneapolis, Minnesota; GlyEco Acquisition Corp #2 (“Acquisition Sub #2”) located in Indianapolis, Indiana; GlyEco Acquisition Corp #3 (“Acquisition Sub #3”) located in Lakeland, Florida; GlyEco Acquisition Corp #4 (“Acquisition Sub #4”) formerly located in Elizabeth, New Jersey; GlyEco Acquisition Corp #5 (“Acquisition Sub #5”) located in Rock Hill, South Carolina; GlyEco Acquisition Corp #6 (“Acquisition Sub #6”) located in Tea, South Dakota; and GlyEco Acquisition Corp. #7 (“Acquisition Sub #7”) located in Landover, Maryland. |
Operating Segments | Operating Segments Operating segments are defined as components of an enterprise for each of which separate financial information is available that is evaluated on a regular basis by our chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of each segment. Operating segments may be aggregated into a single operating segment if the segments have similar economic characteristics, among other criteria. The Company operates as one segment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent within the financial reporting process, actual results may differ significantly from those estimates. Significant estimates include, but are not limited to, items such as, the allowance for doubtful accounts, the valuation of share-based compensation and warrants, the allocation of the purchase price in the Company’s acquisitions, the recoverability of property, plant and equipment, goodwill, and other intangibles and their estimated useful lives, contingent liabilities, and environmental and asset retirement obligations. Due to the uncertainties inherent in the formulation of accounting estimates, it is reasonable to expect that these estimates could be materially revised within the next year. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when (1) delivery of product has occurred or services have been rendered, (2) there is persuasive evidence of a sale arrangement, (3) selling prices are fixed or determinable, and (4) collectability from the customer (individual customers and distributors) is reasonably assured. Revenue consists primarily of revenue generated from the sale of the Company’s products. This generally occurs when the Company’s products are shipped from its facility as title has passed. Revenue is recorded net of estimated cash discounts. The Company estimates and accrues an allowance for sales returns at the time the product is sold. To date, sales returns have not been material. Shipping costs passed to the customer are included in net sales. |
Costs and Expenses | Costs and Expenses Cost of goods sold includes all direct material and labor costs and those indirect costs of bringing raw materials to sale condition, including depreciation of equipment used in manufacturing and shipping and handling costs. Selling, general, and administrative costs are charged to operating expenses as incurred. Research and development costs are expensed as incurred and are included in operating expenses. Such amounts were insignificant during the three and nine months ended September 30, 2016 and 2015. Advertising costs are expensed as incurred. |
Accounts Receivable | Accounts Receivable Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the condensed consolidated statements of operations. The allowance for doubtful accounts totaled $66,147 and $203,270 as of September 30, 2016 and December 31, 2015, respectively. |
Inventories | Inventories Inventories are reported at the lower of cost or market. The cost of raw materials, including feedstocks and additives, is determined on an average unit cost of the units in a production lot. Work-in-process represents labor, material and overhead costs associated with the manufacturing costs at an average unit cost of the units in the production lot. Finished goods represents work-in-process items with additive costs added. The Company periodically reviews its inventories for obsolete or unsalable items and adjusts its carrying value to reflect estimated realizable values. |
Property and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at cost. The Company provides for depreciation on the cost of its equipment using the straight-line method over an estimated useful life, ranging from three to twenty years, and zero salvage value. Expenditures for repairs and maintenance are charged to expense as incurred. For purposes of computing depreciation, the useful lives of property, plant and equipment are as follows: Leasehold improvements Lesser of the remaining lease term or 5 years Machinery and equipment 3-20 years |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company has adopted the framework for measuring fair value that establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of inputs that may be used to measure fair value are as follows: ● Level 1 ● Level 2 ● Level 3 Cash, restricted cash, accounts receivable, accounts payable and accrued expenses, amounts due to related parties, contingent acquisition obligations and current portion of capital lease obligations and notes payable are reflected in the condensed consolidated balance sheets at their estimated fair values primarily due to their short-term nature. As to long-term capital lease obligations and notes payable, estimated fair values are based on borrowing rates currently available to the Company for loans with similar terms and maturities. |
Net Loss Per Share Calculation | Net Loss Per Share Calculation The basic net loss per common share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during a period. Diluted loss per common share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding plus potentially dilutive securities. The Company’s potentially dilutive securities outstanding are not shown in a diluted net loss per share calculation because their effect in both 2016 and 2015 would be anti-dilutive. At September 30, 2016, these potentially dilutive securities included warrants of 8,266,137 and stock options of 7,935,093 for a total of 16,201,230. At September 30, 2015, these potentially dilutive securities included warrants of 16,567,326 and stock options of 11,724,585 for a total of 28,291,911. |
Income Taxes | Income Taxes The Company accounts for its income taxes in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes,” which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. 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 operations in the period that includes the enactment date. An allowance for the deferred tax asset is established if it is more likely than not that the asset will not be realized. |
Share-based Compensation | Share-based Compensation All share-based payments to employees and non-employee directors, including grants of employee stock options, are expensed based on their estimated fair values at the grant date, in accordance with ASC 718. Compensation expense for share-based payments to employees and directors is recorded over the vesting period using the estimated fair value on the date of grant, as calculated by the Company using the Black-Scholes-Merton (“BSM”) option-pricing model or the Monte Carlo Simulation. For awards with only service conditions that have graded vesting schedules, compensation cost is recorded on a straight-line basis over the requisite service period for the entire award, unless vesting occurs earlier. For awards with market conditions, compensation cost is recorded on the accelerated attribution method over the derived service period. Non-employee share-based compensation is accounted for based on the fair value of the related stock or options, using the BSM, or the fair value of the goods or services on the measurement date, whichever is more readily determinable. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements There have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance to the Company, except as discussed below. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). This updated guidance supersedes the current revenue recognition guidance, including industry-specific guidance. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The updated guidance is effective for interim and annual periods beginning after December 15, 2016, and early adoption is not permitted. In July 2015, the FASB decided to delay the effective date of ASU 2014-09 until December 15, 2017. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. The Company has not yet selected a transition method and is currently assessing the impact the adoption of ASU 2014-09 will have on its condensed consolidated financial statements and disclosures. In June 2014, the FASB issued ASU No. 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period” (“ASU 2014-12”). ASU 2014-12 provides explicit guidance on whether to treat a performance target that could be achieved after the requisite service period as a performance condition that affects vesting, or as a non-vesting condition that affects the grant-date fair value of an award. The update requires that compensation costs are recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. This update is effective for the annual periods and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. There was no impact from the adoption of this ASU. In August 2014, the FASB issued ASU 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” (“ASU 2014-15”). ASU 2014-15 defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and provides related footnote disclosure requirements. Under GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting establishes the fundamental basis for measuring and classifying assets and liabilities. The update provides guidance on when there is substantial doubt about an organization’s ability to continue as a going concern and how the underlying conditions and events should be disclosed in the footnotes. It is intended to reduce diversity that existed in footnote disclosures because of the lack of guidance about when substantial doubt existed. The amendments in this update are effective for the year ended December 31, 2016. Early application is permitted. The Company is currently evaluating the effect that the standard will have on the condensed consolidated financial statements and related disclosures. In July 2015, the FASB issued ASU 2015-11, “Inventory” (Topic 330) (“ASU 2015-11”). The amendments in ASU 2015-11 require that an entity measure inventory within the scope at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transaction. The amendments in this update more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting. ASU 2015-11 is effective for annual and interim periods beginning on or after December 15, 2016. The amendments in this update should be applied prospectively with early application permitted as of the beginning of the interim or annual reporting period. The Company is currently assessing this guidance for future implementation. In November 2015, the FASB issued ASU 2015-17, “Income Taxes: Balance Sheet Classification of Deferred Taxes”, an update to accounting guidance to simplify the presentation of deferred income taxes. The guidance requires an entity to classify all deferred tax liabilities and assets, along with any valuation allowance, as noncurrent in the balance sheet. The guidance is effective for public companies with annual reporting periods beginning after December 15, 2016, including interim periods within these reporting periods. Early adoption is permitted. The Company is currently assessing the impact of the adoption of ASU 2015-17 will have on its condensed consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating ASU 2016-02, the Company expects the adoption of ASU 2016-02 to have a material effect on the Company’s consolidated financial condition due to the recognition of the lease rights and obligations as assets and liabilities. The Company is currently assessing the impact of the adoption of ASU 2016-02 will have on its condensed consolidated financial statements and disclosures . In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which simplified certain aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification in the statement of cash flows. ASU 2016-09 will be effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods. The Company is currently evaluating the impact of adopting the new stock compensation standard on its condensed consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | The Company’s total inventories were as follows: September 30, December 31, 2016 2015 Raw materials $ 156,265 $ 217,165 Work in process 36,991 84,343 Finished goods 42,734 79,281 Total inventories $ 235,990 $ 380,789 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | The Company’s property, plant and equipment were as follows: September 30, December 31, 2016 2015 Machinery and equipment $ 2,284,313 $ 1,863,322 Leasehold improvements 125,853 50,772 Accumulated depreciation (855,705 ) (661,930 ) 1,554,461 1,252,164 Construction in process 233,276 26,893 Total property, plant and equipment, net $ 1,787,737 $ 1,279,057 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity | |
Schedule of common stock issued | Summary: Number of Common Shares Issued Value Common shares for cash, net of offering costs 37,475,620 $ 2,936,792 Share-based compensation 9,627,932 $ 856,848 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of purchase price | The allocation of the purchase price is as follows: Fixed assets – equipment $ 15,000 Intangibles: Customer relationships 82,000 Non compete agreement 32,000 Other intangibles, including trade name 21,000 Goodwill 50,000 Total $ 200,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Payable [Abstract] | |
Schedule of notes payable | Notes payable consist of the following: Short term September 30, 2016 December 31, 2015 2013 Secured Note $ - $ 2,972 Manzo Note - 115,000 2016 Secured Notes 110,794 - Short term notes payable $ 110,794 $ 117,972 Long term September 30, 2016 December 31, 2015 2016 Secured Notes $ 186,298 $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Former Interim Chief Executive Officer [Member] | |
Related Party Transaction [Line Items] | |
Schedule of related party transations | These services and fees were in the ordinary course of business and subject to an agreement approved by the Company’s Board of Directors. 2016 2015 Beginning Balance as of January 1, $ - $ - Monies owed to related party for services performed 66,667 60,000 Monies paid (66,667 ) (60,000 ) Ending Balance as of September 30, $ - $ - |
Vice President of U.S. Operations [Member] | |
Related Party Transaction [Line Items] | |
Schedule of related party transations | The Vice President of US Operations also is the sole owner of Renew Resources, LLC, which provides services to the Company as a vendor. 2016 2015 Beginning Balance as of January 1, $ 2,791 $ (3,200 ) Monies owed to related party for services performed 73,749 55,127 Monies paid (75,667 ) (45,955 ) Ending Balance as of September 30, payable (receivable) $ 873 $ 5,972 |
Florida General Manager [Member] | |
Related Party Transaction [Line Items] | |
Schedule of related party transations | The Company sold finished goods to BOSR and bought raw materials from BOSR. BOSR is no longer considered a related party after the purchase date. 2016 Beginning Balance as of January 1, $ 3,942 Monies owed to related party for services performed 5,980 Monies due from related party for services performed (26,812 ) Monies paid, net 16,890 Ending Balance as of June 26, $ - |
Former Chief Technical Officer [Member] | |
Related Party Transaction [Line Items] | |
Schedule of related party transations | The Company also incurred expenses for consulting services provided by the former Chief Technical Officer in the ordinary course of business. The WEBA transactions are summarized below. 2015 Beginning Balance as of January 1, payable $ 8,024 Monies owed to related party for services performed 262,276 Monies paid (249,194 ) Ending Balance as of September 30, payable $ 21,106 |
Basis of Presentation and Sum25
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Leasehold improvements [Member] | |
Useful life | 5 years |
Descripion of useful lives | Lesser of the remaining lease term or 5 years |
Machinery And Equipment [Member] | Minimum [Member] | |
Useful life | 3 years |
Machinery And Equipment [Member] | Maximum [Member] | |
Useful life | 20 years |
Basis of Presentation and Sum26
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | 9 Months Ended | ||
Sep. 30, 2016USD ($)Numbershares | Sep. 30, 2015shares | Dec. 31, 2015USD ($) | |
Number of operating segement | Number | 1 | ||
Allowance for doubtful accounts | $ | $ 66,147 | $ 203,270 | |
Number of potentially dilutive securities | 16,201,230 | 28,291,911 | |
Salvage value of property, plant and equipment | $ | $ 0 | ||
Warrant [Member] | |||
Number of potentially dilutive securities | 8,266,137 | 16,567,326 | |
Employee Stock Option [Member] | |||
Number of potentially dilutive securities | 7,935,093 | 11,724,585 |
Inventories (Details)
Inventories (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 156,265 | $ 217,165 |
Work in process | 36,991 | 84,343 |
Finished goods | 42,734 | 79,281 |
Total inventories | $ 235,990 | $ 380,789 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 9 Months Ended |
Sep. 30, 2016 | |
Description of operationg loss carry forwards | Net operating loss (NOL) carryforward available to reduce future taxable income, if any. |
Minimum [Member] | |
Expiration year | 2,027 |
Maximum [Member] | |
Expiration year | 2,035 |
Property, Plant and Equipment29
Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Accumulated depreciation | $ (855,705) | $ (661,930) |
Property, plant and equipment before construction in process | 1,554,461 | 1,252,164 |
Construction in process | 233,276 | 26,893 |
Total property, plant and equipment, net | 1,787,737 | 1,279,057 |
Machinery And Equipment [Member] | ||
Property, plant and equipment before construction in process | 2,284,313 | 1,863,322 |
Leasehold improvements [Member] | ||
Property, plant and equipment before construction in process | $ 125,853 | $ 50,772 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 9 Months Ended |
Sep. 30, 2016USD ($)shares | |
Stockholders' Equity | |
Common shares issued for cash, net of offering costs (in shares) | shares | 37,475,620 |
Share-based compensation (in shares) | shares | 9,627,932 |
Common shares issued for cash, net of offering costs, value | $ | $ 2,936,792 |
Share-based compensation, value | $ | $ 856,848 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Sep. 30, 2016$ / sharesshares | Aug. 31, 2016$ / sharesshares | Jul. 31, 2016$ / sharesshares | Jun. 30, 2016$ / sharesshares | Jun. 13, 2016shares | May 31, 2016$ / sharesshares | Apr. 30, 2016$ / sharesshares | Mar. 31, 2016$ / sharesshares | Mar. 28, 2016$ / sharesshares | Feb. 28, 2016$ / sharesshares | Jan. 31, 2016$ / sharesshares | Jan. 20, 2016$ / sharesshares | Feb. 26, 2016USD ($)$ / sharesshares | Sep. 30, 2016Number$ / sharesshares | Dec. 31, 2015$ / sharesshares |
Preferred stock, authorized | 40,000,000 | 40,000,000 | 40,000,000 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||
Common stock, outstanding | 119,575,964 | 119,575,964 | 72,472,412 | ||||||||||||
Common stock, authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Number of common stock issued | 37,475,620 | ||||||||||||||
Rights Offering [Member] | |||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Number of shares purchased | 50,200,947 | 37,475,620 | |||||||||||||
Description of offering | Each shareholder received one subscription right for every one share of common stock owned at 5:00 p.m. EST on October 30, 2015, the record date. | ||||||||||||||
Subscription price (in dollars per share) | $ / shares | $ 0.08 | ||||||||||||||
Each subscription right entitled a shareholder to purchase share price | $ / shares | 0.7 | ||||||||||||||
Unsubscribed shares subscription price (in dollars per share) | $ / shares | $ 0.08 | ||||||||||||||
Gross proceeds from subscription | $ | $ 2,998,050 | ||||||||||||||
Equity Incentive Program [Member] | |||||||||||||||
Number of employees | Number | 9 | ||||||||||||||
Description of award | Eployees could elect to receive eight and a third shares of common stock per each dollar participated in the Equity Incentive Program. Nine employees participated in the Equity Incentive Plan. | ||||||||||||||
Equity Incentive Program [Member] | Five Employees [Member] | |||||||||||||||
Number of common stock issued | 97,292 | 97,292 | 97,292 | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.08 | $ 0.08 | $ 0.08 | ||||||||||||
Equity Incentive Program [Member] | Seven Employees [Member] | |||||||||||||||
Number of common stock issued | 64,875 | ||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.10 | ||||||||||||||
Equity Incentive Program [Member] | Eight Employees [Member] | |||||||||||||||
Number of common stock issued | 86,150 | 86,234 | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 | |||||||||||||
Equity Incentive Program [Member] | Nine Employees [Member] | |||||||||||||||
Number of common stock issued | 54,359 | 54,317 | 54,317 | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | |||||||||||
Performance Incentive Programs [Member] | Four Employees [Member] | |||||||||||||||
Number of common stock issued | 419,348 | ||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.11 | ||||||||||||||
FY2016 Director Compensation Plan [Member] | Seven Directors [Member] | |||||||||||||||
Number of common stock issued | 6,281,250 | 837,498 | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.09 | ||||||||||||||
FY2016 Director Compensation Plan [Member] | Seven Directors [Member] | |||||||||||||||
Number of common stock issued | 628,125 | 769,583 | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.12 | $ 0.10 | $ 0.12 | ||||||||||||
Series AA Preferred Stock [Member] | |||||||||||||||
Preferred stock, authorized | 3,000,000 | 3,000,000 |
Stockholders' Equity (Details32
Stockholders' Equity (Details Narrative 1) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | May 31, 2016 | Feb. 29, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2016 | Jan. 31, 2016 | Jan. 31, 2015 | |
Options and Warrants [Member] | ||||||||
Number of restricted shares issued, new issue | 60,000 | 60,000 | 60,000 | |||||
Expense related to the vesting of outstanding | $ 15,000 | $ 54,551 | ||||||
Restricted Shares [Member] | Director [Member] | ||||||||
Number of restricted shares issued, new issue | 940,595 | |||||||
Share price (in dollars per share) | $ 2 | |||||||
Restricted Shares [Member] | Former Interim Chief Executive Officer [Member] | ||||||||
Number of restricted shares issued, new issue | 1,524,245 | |||||||
Restricted Shares [Member] | Chief Executive Officer [Member] | ||||||||
Number of restricted shares issued, new issue | 1,100,453 | |||||||
Value of restricted stock grant | 198,000 | |||||||
Share based compensation | $ 4,334 | $ 7,223 | ||||||
Method used | Monte Carlo Simulation. | |||||||
Expected term (in years) | 6 years | |||||||
Volatility rate | 92.00% | |||||||
Risk free interest rate | 1.43% | |||||||
Description of vesting rights | - 20% when the market price of the Companys common stock trades at or above $0.30 for a specified period. - 30% when the market price of the Companys common stock trades at or above $0.40 for a specified period. - 30% when the market price of the Companys common stock trades at or above $0.50 for a specified period. - 20% when the market price of the Companys common stock trades at or above $0.60 for a specified period. | |||||||
Restricted Shares [Member] | Vice President of U.S. Operations [Member] | ||||||||
Number of restricted shares issued, new issue | 1,650,680 | 1,650,680 | 1,650,680 | |||||
Value of restricted stock grant | $ 141,000 | |||||||
Share based compensation | $ 1,083 | |||||||
Expected term (in years) | 6 years | |||||||
Volatility rate | 92.00% | |||||||
Risk free interest rate | 1.35% | |||||||
Description of vesting rights | - 20% when the market price of the Company’s common stock trades at or above $0.30 for a specified period. - 30% when the market price of the Company’s common stock trades at or above $0.40 for a specified period. - 30% when the market price of the Company’s common stock trades at or above $0.50 for a specified period. - 20% when the market price of the Company’s common stock trades at or above $0.60 for a specified period. | |||||||
Performance Market Based Stock Awards [Member] | ||||||||
Value of restricted stock grant | $ 92,000 | $ 257,000 | ||||||
Share based compensation | 7,125 | $ 50,565 | ||||||
Method used | Monte Carlo Simulation. | |||||||
Expected term (in years) | 6 years | |||||||
Volatility rate | 88.00% | |||||||
Risk free interest rate | 1.79% | |||||||
Description of vesting rights | The restricted shares will vest according to the following terms: · 50% if the Companys revenue for the first half of 2016 is at least 20% greater than revenue for the first half of 2015 and · 50% if the Company has positive EBITDA (a non GAAP measure) for the first half of 2016. | |||||||
Performance Market Based Stock Awards Dated February 2016 [Member] | ||||||||
Number of restricted shares issued, new issue | 3,301,358 | |||||||
Value of restricted stock grant | $ 198,000 | |||||||
Share based compensation | 8,773 | $ 20,470 | ||||||
Method used | Monte Carlo Simulation. | |||||||
Expected term (in years) | 6 years | |||||||
Volatility rate | 91.00% | |||||||
Risk free interest rate | 1.34% | |||||||
Description of vesting rights | The restricted shares will vest according to the following terms: - 20% when the market price of the Companys common stock trades at or above $0.30 for a specified period. - 30% when the market price of the Companys common stock trades at or above $0.40 for a specified period. - 30% when the market price of the Companys common stock trades at or above $0.50 for a specified period. - 20% when the market price of the Companys common stock trades at or above $0.60 for a specified period. | |||||||
Performance Market Based Stock Awards Dated February 2016 [Member] | President [Member] | ||||||||
Number of restricted shares issued, new issue | 1,100,453 | |||||||
Performance Market Based Stock Awards Dated February 2016 [Member] | Chief Financial Officer [Member] | ||||||||
Number of restricted shares issued, new issue | 2,200,905 | |||||||
Performance Stock Awards January 2016 [Member] | ||||||||
Number of restricted shares issued, new issue | 6,281,250 | |||||||
Share price (in dollars per share) | $ 0.12 | |||||||
Value of restricted stock grant | $ 509,000 | |||||||
Share based compensation | $ 127,195 | $ 381,586 | ||||||
Method used | Monte Carlo Simulation. | |||||||
Expected term (in years) | 1 year | |||||||
Volatility rate | 106.00% | |||||||
Risk free interest rate | 0.65% |
Business Combination (Details)
Business Combination (Details) | Jun. 26, 2016USD ($) |
Total | $ 200,000 |
Customer Relationships [Member] | |
Total | 82,000 |
Non Compete Agreement [Member] | |
Total | 32,000 |
Other Intangibles, Including Trade Name [Member] | |
Total | 21,000 |
Goodwill [Member] | |
Total | 50,000 |
Equipment [Member] | |
Total | $ 15,000 |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | Jun. 26, 2016 | Sep. 30, 2016 |
Purchase consideration | $ 200,000 | |
Useful life of intangible assets acquired | 5 years | |
Asset Purchase Agreement [Member] | GlyEco Acquisition Corp. #3 [Member] | Brian's On-Site Recycling, Inc. [Member] | Mr. Brian Fidalgo [Member] | ||
Purchase consideration | 200,000 | |
Purchase consideration subject to earn out provision | 100,000 | |
Asset Purchase Agreement [Member] | GlyEco Acquisition Corp. #3 [Member] | Brian's On-Site Recycling, Inc. [Member] | Mr. Brian Fidalgo [Member] | Restricted Cash [Member] | ||
Escrow account related to the earn out | $ 100,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Short term notes payable | $ 110,794 | $ 117,972 |
Long term notes payable | 186,298 | |
2013 Secured Note [Member] | ||
Short term notes payable | 2,972 | |
Manzo Note [Member] | ||
Short term notes payable | 115,000 | |
2016 Secured Note [Member] | ||
Short term notes payable | 110,794 | |
Long term notes payable | $ 186,298 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | May 31, 2013 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | May 31, 2014 | |
Gain on settlement | $ 15,000 | ||||||
Manzo Note [Member] | Mr. Rose Manzo [Member] | GlyEco Acquisition Corp. #4 [Member] | |||||||
Principal balance | $ 115,000 | ||||||
Interest rate | 12.00% | ||||||
Manzo Note [Member] | Mr. Rose Manzo [Member] | GlyEco Acquisition Corp. #4 [Member] | Settlement Agreement [Member] | |||||||
Repayment of debt | $ 100,000 | ||||||
Gain on settlement | 15,000 | ||||||
2016 Secured Note [Member] | Ascentium Capital [Member] | GlyEco Acquisition Corp. #5 [Member] | |||||||
Principal balance | $ 320,000 | $ 320,000 | $ 320,000 | ||||
Interest rate | 7.10% | 7.10% | 7.10% | ||||
Description of collateral | collateralized by vehicle and equipment. | ||||||
2016 Secured Note [Member] | Ascentium Capital [Member] | GlyEco Acquisition Corp. #5 [Member] | Minimum [Member] | |||||||
Interest rate | 5.80% | 5.80% | 5.80% | ||||
Debt terms | 4 years | ||||||
2016 Secured Note [Member] | Ascentium Capital [Member] | GlyEco Acquisition Corp. #5 [Member] | Maximum [Member] | |||||||
Interest rate | 9.00% | 9.00% | 9.00% | ||||
Debt terms | 5 years | ||||||
GlyEco Acquisition Corp. #1 [Member] | 2013 Secured Note [Member] | Security State Bank of Marine [Member] | |||||||
Principal balance | $ 20,000 | ||||||
Interest rate | 6.00% | ||||||
Debt terms | 3 years | ||||||
Maturity date | May 2, 2016 | ||||||
Description of collateral | Collateralized by a vehicle. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Chief Executive Officer [Member] | ||
Due from Related Parties, Current [Roll Forward] | ||
Beginning Balance | ||
Monies owed to related party for services performed | 66,667 | 60,000 |
Monies paid, net | (66,667) | (60,000) |
Ending Balance | ||
Vice President of U.S. Operations [Member] | ||
Due from Related Parties, Current [Roll Forward] | ||
Beginning Balance | 2,791 | (3,200) |
Monies owed to related party for services performed | 73,749 | 55,127 |
Monies paid, net | (75,667) | (45,955) |
Ending Balance | 873 | 5,972 |
Florida General Manager [Member] | ||
Due from Related Parties, Current [Roll Forward] | ||
Beginning Balance | 3,942 | |
Monies owed to related party for services performed | 5,980 | |
Monies due from related party for services performed | (26,812) | |
Monies paid, net | 16,890 | |
Ending Balance | ||
Former Chief Technical Officer [Member] | ||
Due from Related Parties, Current [Roll Forward] | ||
Beginning Balance | 8,024 | |
Monies owed to related party for services performed | 262,276 | |
Monies paid, net | (249,194) | |
Ending Balance | $ 21,106 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Nov. 14, 2016 | Mar. 22, 2016 | Jan. 08, 2016 | Dec. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2016 |
Litigation settlement amount | $ 95,000 | |||||
Negotiated payment | $ 250,000 | |||||
Demand for payment to maintain access to the facility | $ 2,300,000 | |||||
Maximum [Member] | ||||||
Environmental remediation liabilities | $ 2,000,000 | |||||
Minimum [Member] | ||||||
Environmental remediation liabilities | $ 1,000,000 | |||||
GlyEco Acquisition Corp. #4 [Member] | Litigation Case Significant Outstanding [Member] | ||||||
Name of the plantiff | Onyxx Group LLC. | |||||
Domicile of litigation | Circuit Court of Hillsborough County, Florida. | |||||
GlyEco Acquisition Corp. #4 [Member] | Litigation Case Significant Outstanding [Member] | ||||||
Name of the plantiff | Encore Petroleum, LLC. | |||||
Domicile of litigation | Superior Court of New Jersey Law Division, Hudson County. | |||||
Subsequent Event [Member] | ||||||
Environmental remediation expense paid | $ 295,000 | |||||
Environmental remediation expense | 335,000 | |||||
Remaining environmental remediation expense | $ 40,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Oct. 01, 2016shares |
Subsequent Event [Member] | Equity Incentive Program [Member] | |
Number of shares new issue | 56,056 |