Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 24, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | GlyEco, Inc. | ||
Entity Central Index Key | 931,799 | ||
Document Type | 10-K | ||
Trading Symbol | GLYE | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 13,317,675 | ||
Entity Common Stock, Shares Outstanding | 126,392,891 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 1,413,999 | $ 1,276,687 |
Cash - restricted | 76,552 | |
Accounts receivable, net | 1,096,713 | 807,906 |
Prepaid expenses and other current assets | 340,899 | 95,775 |
Inventories | 644,522 | 380,789 |
Total current assets | 3,572,685 | 2,561,157 |
Property, plant and equipment, net | 3,657,839 | 1,279,057 |
Other Assets | ||
Deposits | 387,035 | 26,688 |
Goodwill | 3,693,083 | 835,295 |
Other intangible assets, net | 2,794,204 | 169,533 |
Total other assets, net | 6,874,322 | 1,031,516 |
Total assets | 14,104,846 | 4,871,730 |
Current Liabilities | ||
Accounts payable and accrued expenses | 961,010 | 1,522,037 |
Due to related parties | 6,191 | 34,405 |
Contingent acquisition obligation | 1,821,575 | |
Notes payable – current portion, net of debt discount | 2,541,178 | 117,972 |
Capital lease obligations - current portion | 6,838 | 9,752 |
Total current liabilities | 5,336,792 | 1,684,166 |
Non-Current Liabilities | ||
Notes payable - non-current portion | 2,963,640 | |
Capital lease obligations - non-current portion | 3,371 | 10,211 |
Total non-current liabilities | 2,967,011 | 10,211 |
Total liabilities | 8,303,803 | 1,694,377 |
Stockholders' Equity | ||
Preferred stock: 40,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding as of December 31, 2016 and 2015 | ||
Common Stock: 300,000,000 shares authorized; $0.0001 par value; 126,161,189 and 72,472,412 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 12,616 | 7,248 |
Additional paid-in capital | 42,603,490 | 37,720,608 |
Accumulated deficit | (36,815,063) | (34,550,503) |
Total stockholders' equity | 5,801,043 | 3,177,353 |
Total liabilities and stockholders' equity | $ 14,104,846 | $ 4,871,730 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 126,156,189 | 72,472,412 |
Common stock, outstanding | 126,156,189 | 72,472,412 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Net sales | $ 5,591,087 | $ 7,364,452 |
Cost of goods sold | 5,283,054 | 8,167,841 |
Gross profit (loss) | 308,033 | (803,389) |
Operating expenses | ||
Consulting fees | 129,752 | 324,947 |
Share-based compensation | 1,064,086 | 887,173 |
Salaries and wages | 1,094,465 | 549,578 |
Legal and professional | 274,824 | 300,350 |
General and administrative | 929,348 | 781,982 |
Impairment loss | 8,633,761 | |
Total operating expenses | 3,492,475 | 11,477,791 |
Loss from operations | (3,184,442) | (12,281,180) |
Other (income) and expenses | ||
Interest income | (372) | (231) |
Interest expense | 25,876 | 160,937 |
Loss on sale of equipment; net | 89,666 | |
Gain on settlement of note payable | (15,000) | |
Total other expense, net | 100,170 | 160,706 |
Loss before provision for income taxes | (3,284,612) | (12,441,886) |
(Benefit) provision for income taxes | (1,020,052) | 10,374 |
Net loss | $ (2,264,560) | $ (12,452,260) |
Basic and diluted loss per share (in dollars per share) | $ (0.02) | $ (0.18) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 109,553,834 | 69,113,112 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance, at beginning at Dec. 31, 2014 | $ 5,804 | $ 33,284,831 | $ (22,098,243) | $ 11,192,392 |
Balance, at beginning (in shares) at Dec. 31, 2014 | 58,033,560 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Offering of common shares, net | $ 3,544,448 | |||
Offering of common shares, net (in shares) | 11,013,170 | |||
Common shares for payment of accounts payable | $ 5,600 | |||
Common shares for payment of accounts payable (in shares) | 16,334 | |||
Warrants exercised | ||||
Warrants exercised (in shares) | 999,667 | |||
Share-based compensation (in shares) | 2,409,681 | |||
Relative fair value of warrants to purchase Common Stock issued in connection with promissory notes | ||||
Net loss | (12,452,260) | |||
Balance, at end at Dec. 31, 2015 | $ 7,248 | 37,720,608 | (34,550,503) | $ 3,177,353 |
Balance, at end (in shares) at Dec. 31, 2015 | 72,472,412 | 72,472,412 | ||
Balance, at beginning at Dec. 31, 2014 | $ 5,804 | 33,284,831 | (22,098,243) | $ 11,192,392 |
Balance, at beginning (in shares) at Dec. 31, 2014 | 58,033,560 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Offering of common shares, net | $ 1,101 | 3,543,347 | 3,544,448 | |
Offering of common shares, net (in shares) | 11,013,170 | |||
Common shares for payment of accounts payable | $ 2 | 5,598 | 5,600 | |
Common shares for payment of accounts payable (in shares) | 16,334 | |||
Warrants exercised | $ 100 | (100) | ||
Warrants exercised (in shares) | 999,667 | |||
Share-based compensation | $ 241 | 886,932 | 887,173 | |
Share-based compensation (in shares) | 2,409,681 | |||
Net loss | (12,452,260) | (12,452,260) | ||
Balance, at end at Dec. 30, 2015 | $ 7,248 | 37,720,608 | (34,550,503) | 3,177,353 |
Balance, at end (in shares) at Dec. 30, 2015 | 72,472,412 | |||
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] | ||||
Offering of common shares, net | $ 3,746 | 2,933,046 | $ 2,936,792 | |
Offering of common shares, net (in shares) | 37,475,620 | |||
Share-based compensation | $ 1,059 | 1,063,027 | 1,064,086 | |
Share-based compensation (in shares) | 10,583,157 | |||
Shares issued in connection with business combination | $ 563 | 561,937 | 562,500 | |
Shares issued in connection with business combination (in shares) | 5,625,000 | |||
Relative fair value of warrants to purchase Common Stock issued in connection with promissory notes | 324,872 | 324,872 | ||
Net loss | (2,264,560) | (2,264,560) | ||
Balance, at end at Dec. 30, 2016 | $ 12,616 | 42,603,490 | (36,815,063) | 5,801,043 |
Balance, at end (in shares) at Dec. 30, 2016 | 126,156,189 | |||
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] | ||||
Offering of common shares, net | $ 2,936,792 | |||
Offering of common shares, net (in shares) | 37,475,620 | |||
Share-based compensation (in shares) | 10,583,157 | |||
Relative fair value of warrants to purchase Common Stock issued in connection with promissory notes | $ 324,872 | |||
Net loss | (2,264,560) | |||
Balance, at end at Dec. 31, 2016 | $ 5,801,043 | |||
Balance, at end (in shares) at Dec. 31, 2016 | 126,156,189 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net cash flow from operating activities | ||
Net loss | $ (2,264,560) | $ (12,452,260) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 273,162 | 586,502 |
Amortization of intangibles | 85,329 | 206,936 |
Share-based compensation expense | 1,064,086 | 887,173 |
Provision for bad debt | 38,409 | 167,315 |
Gain on settlement of note payable | (15,000) | |
Loss on disposal of equipment | 97,841 | |
Impairment of inventories | 168,795 | |
Impairment of property, plant and equipment | 5,320,074 | |
Impairment of deposit | 60,000 | |
Impairment of intangible assets | 3,084,892 | |
Income tax benefit related to WEBA acquisition | (1,030,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 155,480 | (189,165) |
Prepaid expenses and other current assets | 164,332 | 41,281 |
Inventories | (263,733) | 18,093 |
Deposits | (360,347) | (5,980) |
Accounts payable and accrued expenses | (914,177) | (121,723) |
Due to related parties | (28,214) | (28,095) |
Net cash used in operating activities | (2,997,392) | (2,256,162) |
Cash flows from investing activities | ||
Cash paid for acquisitions, net of cash received | (96,754) | |
Cash - restricted | (76,552) | |
Purchases of property, plant and equipment | (2,209,665) | (173,874) |
Net cash used in investing activities | (2,382,971) | (173,874) |
Cash flows from financing activities | ||
Repayment of notes payable | (142,491) | (6,904) |
Repayment of capital lease obligations | (9,754) | (325,668) |
Proceeds for issuance of notes payable, net of offering costs | 2,733,128 | |
Proceeds from sale of Common Stock, net | 2,936,792 | 3,544,448 |
Net cash provided by financing activities | 5,517,675 | 3,211,876 |
Net change in cash | 137,312 | 781,840 |
Cash at the beginning of the year | 1,276,687 | 494,847 |
Cash at the end of the year | 1,413,999 | 1,276,687 |
Supplemental disclosure of cash flow information | ||
Interest paid during the year | 25,876 | 160,937 |
Income taxes paid during the year | 9,948 | 10,374 |
Supplemental disclosure of non-cash items | ||
Acquisition of equipment with notes payable | 436,081 | |
Acquisition of equipment included in accounts payable | 58,950 | |
Notes payable issued in connection with business combination | 2,650,000 | |
Common Stock issued in connection with business combination | 562,500 | 5,600 |
Extinguishment of capital lease | 877,449 | |
Relative fair value of warrants to purchase Common Stock issued in connection with promissory notes | 324,872 | |
Note payable proceeds committed and held in escrow | $ 50,000 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 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”) collects and recycles 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 Phoenix, Arizona. 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. We also previously operated a processing center in Elizabeth, New Jersey. On December 27, 2016, the Company purchased WEBA Technology Corp. (“WEBA”), a privately-owned company that develops, manufactures and markets additive packages for the antifreeze/coolant, gas patch coolants and heat transfer industries; and purchased 96% of Recovery Solutions & Technologies Inc. (“RS&T”), a privately-owned company involved in the development and commercialization of glycol recovery technology. On December 28, 2016, the Company purchased certain glycol distillation assets from Union Carbide Corporation (“UCC”), a wholly-owned subsidiary of The Dow Chemical Company (“Dow”), at Institute, West Virginia (the “Dow Assets”). 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., WEBA, RS&T, and the acquisition subsidiaries that were formed to acquire the processing centers listed above. These processing centers are held in seven subsidiaries under the names of GlyEco Acquisition Corp. #1 through GlyEco Acquisition Corp. #7. Going Concern The consolidated financial statements as of and for the year ended December 31, 2016 have been prepared assuming that the Company will continue as a going concern. The Company has experienced recurring losses from operations, has negative operating cash flows during the year ended December 31, 2016, has an accumulated deficit of $36,815,063 as of December 31, 2016 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 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 | 12 Months Ended |
Dec. 31, 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 consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Principles of Consolidation These consolidated financial statements include the accounts of GlyEco, Inc., and its wholly-owned and majority-owned subsidiaries. All significant intercompany transactions have been eliminated as a result of consolidation. Noncontrolling Interests The Company recognizes noncontrolling interests as equity in the consolidated financial statements separate from the parent company’s equity. Noncontrolling interests’ partners have less than 50% share of voting rights at any one of the subsidiary level companies. The amount of net income (loss) attributable to noncontrolling interests is included in consolidated net income (loss) on the face of the consolidated statements of operations. Changes in a parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. The Company recognizes a gain or loss in net income (loss) when a subsidiary is deconsolidated. Such gain or loss is measured using the fair value of the noncontrolling equity investment on the deconsolidation date. Additionally, operating losses are allocated to noncontrolling interests even when such allocation creates a deficit balance for the noncontrolling interest partner. The Company provides either in the consolidated statements of stockholders’ equity, if presented, or in the notes to consolidated financial statements, a reconciliation at the beginning and the end of the period of the carrying amount of total equity (net assets), equity (net assets) attributable to the parent, and equity (net assets) attributable to the noncontrolling interest that separately discloses: (1) Net income or loss (2) Transactions with owners acting in their capacity as owners, showing separately contributions from and distributions to owners. (3) Each component of other comprehensive income or loss Noncontrolling interests were not significant as of December 31, 2016. Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. Operating segments may be aggregated into a single operating segment if the segments have similar economic characteristics, among other criteria. Prior to the December 2016 acquisitions of WEBA, RS&T and DOW assets and through December 31, 2016, the Company operated as one segment. After the acquisitions we will be operating as two segments, Consumer and Industrial. As of December 31, 2016, $6,890,891 and $7,213,955 of assets were held in our Consumer and Industrial segments, respectively. Use of Estimates The preparation of consolidated 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 of doubtful accounts, the value 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, 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 either when the Company’s products are shipped from its facility or delivered to the customer when 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 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, are included in operating expenses and were insignificant in 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 consolidated statements of operations. The allowance for doubtful accounts totaled $80,207 and $203,270 as of December 31, 2016 and 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 3-15 years Impairment of Long-Lived Assets Property, plant and equipment, purchased intangibles subject to amortization and patents and trademarks, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material. 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, accounts receivable, accounts payable and accrued expenses, amounts due to and from related parties and current portion of capital lease obligations and notes payable are reflected in the 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. Deferred Financing Costs, Debt Discount and Detachable Debt-Related Warrants Costs incurred in connection with debt are deferred and recorded as a reduction to the debt balance in the accompanying consolidated balance sheets. The Company amortizes debt issuance costs over the expected term of the related debt using the effective interest method. Debt discounts relate to the relative fair value of warrants issued in conjunction with the debt and are also recorded as a reduction to the debt balance and amortized over the expected term of the debt to interest expense using the effective interest method. 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 December 31, 2016, these potentially dilutive securities included warrants of 13,922,387 and stock options of 7,950,093 for a total of 21,872,480. At December 31, 2015, these potentially dilutive securities included warrants of 16,567,326 and stock options of 11,612,302 for a total of 29,192,128. 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”) 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 consolidated financial statements and disclosures. 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. There was no impact from the adoption of the standard. 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 does not expect the adoption of this standard will have a significant impact on the consolidated financial statements. 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 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. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach. The Company has not yet selected a transition method and is currently assessing the impact of adoption of ASU 2016-02 will have on the consolidated financial statements. In March 2016, the FASB issued ASU 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. There was no impact from the adoption of the standard. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which amends the guidance used in evaluating whether a set of acquired assets and activities represents a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not considered a business. Application of ASU 2017-01 is expected to result in more acquisitions to be accounted for as asset acquisitions as opposed to business combinations. As a result, acquisition fees and expenses will be capitalized to the cost basis of the property acquired, and the tangible and intangible components acquired will be recorded based on their relative fair values as of the acquisition date. The standard is effective for all public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted for periods for which financial statements have not yet been issued. The Company elected to early adopt the provisions of ASU 2017-01. As a result of the adoption of ASU 2017-01, the Company’s acquisition of the Dow Assets was determined to be an asset acquisition. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable | NOTE 3 – Accounts Receivable As of December 31, 2016 and 2015, the Company’s net accounts receivable were $1,096,713 and $807,906, respectively. The following table summarizes activity for the allowance for doubtful accounts for the years ended December 31, 2016 and 2015: 2016 2015 Beginning balance as of January 1, $ 203,270 $ 62,249 Bad debt expense 38,409 167,315 Charge offs, net (161,472 ) (26,293 ) Ending balance as of December 31, $ 80,207 $ 203,270 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 4 – Inventories As of December 31, 2016 and 2015, the Company’s total inventories were as follows: December 31, 2016 2015 Raw materials $ 221,088 $ 217,165 Work in process 172,142 84,343 Finished goods 251,292 79,281 Total inventories $ 644,522 $ 380,789 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 5 – Property, Plant and Equipment As of December 31, 2016 and 2015, the property, plant and equipment, net of accumulated depreciation, is as follows: December 31, 2016 2015 Machinery and equipment $ 4,154,305 $ 1,863,322 Leasehold improvements 126,598 50,772 Accumulated depreciation (927,909 ) (661,930 ) 3,352,994 1,252,164 Construction in process 304,845 26,893 Total property, plant and equipment $ 3,657,839 $ 1,279,057 Depreciation expense recorded during the years ended December 31, 2016 and 2015 was $273,162 and $586,502, respectively. During December 2015, the Company ceased operations at its New Jersey facility (see Note 1). In connection with the cessation of operations at the New Jersey facility the Company recorded an impairment to property, plant and equipment of approximately $5.3 million. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | NOTE 6 – Goodwill and Other Intangible Assets We account for an acquisition of a business, as defined in ASC Topic 805, as required by an analysis of the inputs, processes and outputs associated with the transactions. Intangible assets that we acquire are recognized separately if they arise from contractual or other legal rights or if they are separable and are recorded at fair value less accumulated amortization. We analyze intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We review the amortization method and period at least at each balance sheet date. The effects of any revision are recorded to operations when the change arises. We recognize impairment when the estimated undiscounted cash flow generated by those assets is less than the carrying amounts of such assets. The amount of impairment is the excess of the carrying amount over the fair value of such assets. See below for discussion of impairment of intangible assets recorded by the Company during 2015. Goodwill is recorded as the excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquired over the (ii) fair value of the net identifiable assets acquired. We do not amortize goodwill; however, we annually, or whenever there is an indication that goodwill may be impaired, evaluate qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step quantitative goodwill impairment test. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the assets exceeds fair value. Any future increases in fair value would not result in an adjustment to the impairment loss that may be recorded in our consolidated financial statements. Our test of goodwill impairment includes assessing qualitative factors and the use of judgment in evaluating economic conditions, industry and market conditions, cost factors, and entity-specific events, as well as overall financial performance. Based on our analysis, no impairment loss of goodwill was recorded in 2016 and 2015 as the carrying amount of the reporting unit’s assets did not exceed the estimated fair value determined. The components of goodwill and other intangible assets are as follows (See Note 10 for 2016 business combinations): Gross Balance at Net Balance at Net Balance at Estimated December 31, Accumulated December 31, Accumulated December 31, Useful Life 2015 Amortization 2015 Additions Amortization 2016 Finite live intangible assets: Customer list and tradename 5 years $ 24,500 $ (12,667 ) $ 11,833 $ 963,000 $ (26,296 ) $ 961,204 Non-compete agreements 5 years 332,000 (174,300 ) 157,700 867,000 (246,000 ) 953,000 Intellectual property 10 years - - - 880,000 - 880,000 Total intangible assets $ 356,500 $ (186,967 ) $ 169,533 $ 2,710,000 $ (272,296 ) $ 2,794,204 Goodwill Indefinite $ 835,295 $ - $ 835,295 $ 2,857,788 $ - $ 3,693,083 We compute amortization using the straight-line method over the estimated useful lives of the intangible assets. The Company has no indefinite-lived intangible assets other than goodwill. During December 2015, the Company ceased operations at its New Jersey facility (see Note 1). In connection with the cessation of operations at the New Jersey facility the Company recorded an impairment to intangible assets of approximately $3.1 million (net of accumulated amortization). Aggregate amortization expense included in general and administrative expenses for the years ended December 31, 2016 and 2015, totaled $85,329 and $206,936, respectively. The following table represents the total estimated amortization of intangible assets for future years: For the Year Ending December 31, Estimated Amortization Expense 2017 525,829 2018 479,875 2019 454,000 2020 454,000 2021 440,500 Thereafter 440,000 $ 2,794,204 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 – Income Taxes The (benefit) provision for income taxes is as follows for the year ended December 31, 2016: Current: Federal $ (1,020,652 ) State 600 Total current (1,020,052 ) Deferred: Federal 1,573,163 State 375,291 Change in valuation allowance (1,948,454 ) Total deferred — Income tax (benefit) $ (1,020,052 ) The differences between our effective income tax rate and the U.S. federal income tax rate for the year ended December 31, 2016 are: 2016 U.S. federal tax 34 % Adjustment for forfeiture of non-qualified stock options (27 )% Other — % Release of valuation allowance 32 % Total 39 % Valuation allowance (7 )% Effective tax rate 32 % As of December 31, 2016 and 2015, the Company had net operating loss (NOL) carryforwards of approximately $31,373,000 and $30,842,000, respectively, adjusted for certain other non-deductible items available to reduce future taxable income, if any. The NOL carryforward begins to expire in 2027, and fully expires in 2036. Because management is unable to determine that it is more likely than not that the Company will realize the tax benefit related to the NOL carryforward, by having taxable income, a valuation allowance has been established as of December 31, 2016 and 2015 to reduce the tax benefit asset value to zero. The deferred tax assets, including a valuation allowance, are as follows at December 31: Year Ended December 31, 2016 2015 Net Operating Loss $ 12,323,000 $ 12,953,000 Stock Compensation 635,000 1,732,000 Reserves 84,000 85,000 DTA 13,042,000 14,770,000 Basis difference in intangibles and fixed assets (1,176,000 ) (956,000 ) DTL (1,176,000 ) (956,000 ) Net Operating Loss 11,866,000 13,814,000 Valuation allowance (11,866,000 ) (13,814,000 ) $ — $ — The change in the valuation allowance for deferred tax assets for the years ended December 31, 2016 and 2015 was $810,000 and $2,520,000, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2016 and 2015, and recorded a full valuation allowance. Pursuant to Section 382 of the Internal Revenue Code of 1986, the annual utilization of a company's net operating loss carryforwards could be limited if the Company experiences a change in ownership of more than 50 percentage points within a three-year period. An ownership change occurs with respect to a corporation if it is a loss corporation on a testing date and, immediately after the close of the testing date, the percentage of stock of the corporation owned by one or more five-percent shareholders has increased by more than 50 percentage points over the lowest percentage of stock of such corporation owned by such shareholders at any time during the testing period. The Company has not performed an analysis to determine if any ownership changes have occurred that may limit the use of the Company’s loss carryforwards. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable [Abstract] | |
Notes Payable | NOTE 8 – Notes Payable Notes payable consist of the following: December 31, 2016 December 31, 2015 2013 Secured Note $ - $ 2,972 Manzo Note - 115,000 2016 Secured Notes 396,562 - 2016 5% Related Party Unsecured Notes 1,000,000 - 2016 8% Related Party Unsecured Notes, net of debt discount of $351,744 1,458,256 - 2016 WEBA Seller Notes 2,650,000 - Total notes payable 5,504,818 117,972 Less current portion (2,541,178 ) (117,972 ) Long-term portion of notes payable $ 2,963,640 $ - 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 included: (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. In November 2016, Acquisition Sub #5 and separately, Acquisition Sub #3 entered into secured promissory notes with MHC Financial Services, Inc. (collectively, the “2016 Secured Notes”). The key terms of the 2016 Secured Notes include: (i) an aggregate principal balance of $437,000, (ii) interest rates ranging from 5.8% to 9.0%, and (iii) terms of 4-5 years. The 2016 Secured Notes are collateralized by vehicles and equipment. 2016 Related Party Unsecured Notes 5% Notes Issuance On December 27, 2016, the Company entered into a subscription agreement (the “5% Notes Subscription Agreement”) by and between the Company and various funds managed by Wynnefield Capital. Pursuant to the 5% Notes Subscription Agreement, the Company offered and issued $1,000,000 in principal amount of 5% Senior Unsecured Promissory Notes (the “5% Notes”). The Company received $1,000,000 in gross proceeds from the offering. The 5% Notes will mature on May 31, 2017 (the “5% Note Maturity Date”). The 5% Notes bear interest at a rate of 5% per annum due on the 5% Note Maturity Date or as otherwise specified by the 5% Notes. The 5% Notes contain standard events of default, including: (i) failure to repay the 5% Note when it is due at maturity; (ii) failure to pay any interest payment when due; (iii) failure to deliver financial statements on time; and (iv) other standard events of default. If the 5% Notes are not repaid at the 5% Note Maturity Date, then the default rate becomes 12% per annum and the balance of the 5% Notes outstanding must be paid in four equal installments during the succeeding four months. 8% Notes Issuance On December 27, 2016, the Company entered into subscription agreements (the “8% Notes Subscription Agreements”) by and between the Company and certain accredited investors. Pursuant to the 8% Notes Subscription Agreements, the Company offered and issued: (i) $1,810,000 in principal amount of 8% Senior Unsecured Promissory Notes (the “8% Notes”); and (ii) warrants (the “Warrants”) to purchase up to 5,656,250 shares of common stock of the Company (the “Common Stock”). The Company received $1,810,000 in gross proceeds from the offering of which $1,760,000 was received in 2016 and $50,000 was accrued as an other current asset at December 31, 2016 and received in 2017. The 8% Notes will mature on December 27, 2017 (the “8% Note Maturity Date”). The 8% Notes bear interest at a rate of 8% per annum due on the 8% Note Maturity Date or as otherwise specified by the 8% Note. The 8% Notes contain standard events of default, including: (i) failure to repay the 8% Note when it is due at maturity; (ii) failure to pay any interest payment when due; (iii) failure to deliver financial statements on time; and (iv) other standard events of default. The Company also incurred $26,872 of issuance costs, which were recorded as a debt discount and will be amortized as interest expense through the 8% Note Maturity Date. The Warrants are exercisable for an aggregate of 5,656,250 shares of Common Stock, beginning on December 27, 2016, and will be exercisable for a period of three years. The exercise price with respect to the warrants is $0.08 per share. The exercise price and the amount of shares of common stock issuable upon exercise of the warrants are subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other similar issuances. The Company allocated the proceeds received to the 8% Notes and the warrants on a relative fair value basis at the time of issuance. The total debt discount will be amortized over the life of the 8% Notes to interest expense. Amortization expense during the year ended December 31, 2016 was insignificant. We estimated the fair value of the warrants on the issue date using a Black-Scholes pricing model with the following assumptions: Warrants Expected term 3 years Volatility 110.09 % Risk Free Rate 1.58 % The proceeds of the 8% Notes were allocated to the components as follows: Proceeds allocated at issuance date Notes $ 1,485,128 Warrants 324,872 Total $ 1,810,000 WEBA Seller Notes In connection with the WEBA acquisition (see Note 10) the Company issued $2.65 million in 8% promissory notes (“Seller Notes”). The Seller Notes mature on December 27, 2021. The Seller Notes bear interest at a rate of 8% per annum payable on a quarterly basis in arrears. The Seller Notes contain standard default provisions, including: (i) failure to repay the Seller Note when it is due at maturity; (ii) failure to pay any interest payment when due; (iii) failure to deliver financial statements on time; and (iv) other standard events of default. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9 – 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 up to 3,000,000 as Series AA preferred shares. As of December 31, 2016 and 2015, the Company had no shares of Preferred Stock outstanding. Common Stock As of December 31, 2016, the Company has 126,161,189, shares of Common Stock, par value $0.0001, outstanding. The Company’s articles of incorporation authorize the Company to issue up to 300,000,000 shares of 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. During the year ended December 31, 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 year ended December 31, 2016, the Company issued the following shares in connection with a business combination On December 27, 2016, in connection with the acquisition of WEBA, the Company issued 5,625,000 shares of Common Stock at the fair market price of $0.10 (see Note 10). During the year ended December 31, 2016, the Company issued the following shares of Common Stock for compensation: During the year ended December 31, 2016, the Company issued an aggregate of 1,263,351 shares of Common Stock to employees of the Company pursuant to the Company’s Equity Incentive Program at prices ranging from $0.08 to $0.12. During the year ended December 31, 2016, the Company issued an aggregate of 3,031,556 shares of Common Stock to directors of the Company pursuant to the Company’s FY 2016 Director Compensation Plan at prices ranging from $0.075 to $0.12. 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 December 22, 2016, the Company issued an aggregate of 7,000 shares of Common Stock to five employees of the Company for achieving certain performance goals at a price of $0.08 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 10,583,157 $ 423,783 For the year ended December 31, 2015, the Company issued the following common stock: Number of Common Shares Issued Value of Common Shares Common shares issued for cash, net of offering costs 11,013,170 $ 3,544,448 Common shares for settlement of accounts payable 16,334 $ 5,600 Share-based compensation 2,409,681 $ 371,737 Warrants exercised 999,667 $ - Performance and/or market based stock awards In January 2015, the Board of Directors approved the issuance of 940,595 restricted common 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, and is being amortized over the estimated service period. The Company recorded an expense $30,793 from the amortization of the unvested restricted shares for the year ended December 31, 2016. The expense for the year ended December 31, 2015 was insignificant. 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 common 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 did not record 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 common 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 was amortized over the estimated service period. The Company recorded an expense of $22,409 from the amortization of the unvested restricted shares for the year ended December 31, 2016. 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 common 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 $509,000, which has been amortized over the estimated performance period. The Company recorded the entire value as expense from the amortization of the restricted shares for the year ended December 31, 2016. 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 common shares of the Company. These shares were to be issued to the then Chief Executive Officer upon vesting, which was to 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 was to be amortized over the estimated service period. In December 2016, the then Chief Executive Officer resigned from the Company; therefore, any recognized expense was reversed and the expense recognized by the Company during the year ended December 31, 2016 was $0. 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 December 2016, the Board of Directors modified the terms of this award in conjunction with the resignation of the then Chief Executive Officer to provide for an expiration date of December 2017. The Company revalued this award based on the new terms and determined the value of the award was not significant and did not record any expense for this modified award during the year ended December 31, 2016. In September 2016, the Board of Directors approved the issuance of 1,650,680 restricted common 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 is being amortized over the estimated service period. The Company recorded an expense of $7,582 from the amortization of the unvested restricted shares for the year ended December 31, 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%. In December 2016, the Board of Directors approved the issuance of 6,290,000 restricted common shares of the Company. These shares will be issued to members of the Board of Directors and certain executives and employees upon vesting, which will occur when the price per of the Company’s common stock, measured and approved based upon a 30-day trading volume weighted average price (VWAP), is equal to at least $0.20 per share. The initial value of the restricted stock grant was approximately $430,000, which is being amortized over the estimated service period. The Company recorded an expense of $5,967 from the amortization of the unvested restricted shares for the year ended December 31, 2016. The shares were valued using a Monte Carlo Simulation with a 6-year life, 98.0% volatility and a risk free interest rate of 2.00%. A summary of the Company's restricted stock awards is presented below: Number of Shares Weighted- Average Grant-Date Fair Value per Share Unvested at January 1, 2016 636,093 $ 0.27 Restricted stock granted 20,147,986 0.08 Restricted stock vested (6,281,250 ) 0.08 Restricted stock forfeited (1,811,745 ) 0.24 Unvested at December 31, 2016 12,691,084 $ 0.08 Options and warrants During the year ended December 31, 2016, the Company granted 5,656,250 stock warrants in conjunction with the issuance of the 8% Notes (see Note 8). During the year ended December 31, 2016, the Company granted 75,000 stock options. No stock options were exercised during the year ended December 31, 2016. The Company recognized $64,552 of expense related to the vesting of outstanding options during the year ended December 31, 2016. See Note 11 for additional information about stock options and warrants. |
Business Combinations and Asset
Business Combinations and Asset Acquisition | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combinations and Asset Acquisition | NOTE 10 – Business Combinations and Asset Acquisition Brian’s On-Site Recycling 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 consolidated balance sheet at December 31, 2016. 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 were 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 list 82,000 Non compete agreement 32,000 Other intangibles, including tradename 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. WEBA On December 27, 2016, the Company entered into a Stock Purchase Agreement (“WEBA SPA”) with WEBA, a privately-owned company that develops, manufactures and markets additive packages for the antifreeze/coolant, gas patch coolants and heat transfer industries. Pursuant to the WEBA SPA, the Company acquired all of the WEBA shares from the WEBA sellers for $150,000 in cash and $2.65 million in 8% Promissory Notes (see Note 8). In addition, the WEBA sellers may be entitled to receive earn-out payments of up to an aggregate of $2,500,000 for calendar years 2017, 2018, and 2019 based upon terms set forth in the WEBA SPA. The Company also issued 5,625,000 shares as repayment of $450,000 of notes payable due to the WEBA sellers. The fair market value of the shares was $0.10 on the date of issuance. Following the WEBA acquisition, WEBA became a wholly owned subsidiary of the Company. We accounted for the acquisition of WEBA 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 earn-out payments liability was recorded at their estimated fair value of $1,745,023. Although management estimates that certain of the contingent consideration will be paid, it has applied a discount rate to the contingent consideration amounts in determining fair value to represent the risk of these payments not being made. The total acquisition date fair value of the consideration transferred and to be transferred is estimated at approximately $6.1 million, as follows: Cash payment to the WEBA Sellers at closing $ 150,000 Common Stock issuance to the WEBA Sellers 562,500 Promissory notes to the WEBA Sellers 2,650,000 Contingent cash consideration to the WEBA Sellers 1,745,023 Income tax benefit 1,030,000 Total acquisition date fair value $ 6,137,523 Allocation of Consideration Transferred The identifiable assets acquired and liabilities assumed were recognized and measured as of the acquisition date based on their estimated fair values as of December 27, 2016, the acquisition date. The excess of the acquisition date fair value of consideration transferred over the estimated fair value of the net tangible assets and intangible assets acquired was recorded as goodwill. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. Cash $ 172,950 Accounts receivable 342,151 Loan receivable from RS&T 500,000 Property and equipment 8,720 Customer list 470,000 Intellectual property 880,000 Trade name 390,000 Non complete agreement 835,000 Total identifiable assets acquired 3,598,821 Accounts payable and accrued expenses 190,527 Total liabilities assumed 190,527 Total identifiable assets less liabilities assumed 3,408,294 Goodwill 2,729,229 Net assets acquired $ 6,137,523 The Company is amortizing the intangibles (excluding goodwill) over an estimated useful life of five to ten years. The Company will evaluate the fair value of the earn-out liability on a periodic basis and adjust the balance, with an offsetting adjustment to the income statement, as needed. The acquisition was considered to be significant. The Company has included the financial results of the WEBA acquisition in its consolidated financial statements from the acquisition date and the results from WEBA were not material to the Company’s consolidated financial statements for the year ended December 31, 2016. Pro Forma Financial Information The following table presents the Company’s unaudited pro forma results (including WEBA) for the years ended December 31, 2016 and 2015 as though the companies had been combined as of the beginning of each of the periods presented. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of each period presented, nor is it indicative of results of operations which may occur in the future. The unaudited pro forma results presented include amortization charges for intangible assets and eliminations of intercompany transactions. For the For the Year Ended Year Ended December 31, 2016 December 31, 2015 Total revenues $ 7,683,545 $ 9,522,995 Net loss $ (2,667,016 ) $ (12,720,021 ) The Company did not incur material acquisition expenses related to the WEBA acquisition. RS&T On December 27, 2016 the Company purchased RS&T, a privately-owned company involved in the development and commercialization of glycol recovery technology. Pursuant to the Stock Purchase Agreement (“RS&T SPA”) the Company acquired 96% of the RS&T shares from the RS&T seller for $360 in cash consideration. The RS&T SPA provided that the Company would infuse the capital necessary to enable RS&T to exercise its contractual right to acquire the Dow Assets (see below). Following the RS&T acquisition, RS&T became a majority owned subsidiary of the Company. The 4% noncontrolling interest is not significant to the consolidated financial statements. We accounted for the acquisition of RS&T as required under applicable accounting guidance. RS&T had no ongoing operations or significant assets or liabilities. 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 acquisition was not considered to be significant. The Company has included the financial results of the RS&T acquisition in its consolidated financial statements from the acquisition date and the results from RS&T were not material to the Company’s consolidated financial statements. The allocation of the purchase price is as follows: Cash $ 4,104 Fixed assets 21,369 Deposit 862,500 Accounts payable (103,672 ) Loan from WEBA (500,000 ) Loan from GlyEco (362,500 ) Goodwill 78,559 Total $ 360 DOW Asset Acquisition On December 28, 2016, the Company purchased the Dow Assets through its 96% owned subsidiary RS&T, pursuant to an amended and restated asset transfer agreement (the “UCC Asset Transfer Agreement”), by and between RS&T and UCC, dated August 23, 2016, and as amended on December 1, 2016 (the “UCC Acquisition”). Pursuant to the UCC Asset Transfer Agreement, RS&T acquired the Dow Assets for a purchase price of $1,725,000. In connection with the purchase of the Dow Assets, the Company also purchased inventory of approximately $422,000. The Dow Assets are located at the Dow Institute Site in Institute, WV. The Company plans to utilize the Dow Assets to produce a product that both meets the virgin glycol antifreeze grade specification, ASTM E1177 EG-1, and achieves the important aesthetic requirement for most applications of having no odor. The acquired assets have a capacity of approximately 14-20 million gallons per year. The facility includes five distillation columns, three wiped-film evaporators, heat exchangers, processing and storage tanks, and other processing equipment. The facility’s tanks include feedstock storage capacity of several million gallons and finished goods storage capacity of several million gallons. The plant is equipped with rail and truck unloading/loading facilities, and on-site barge loading/unloading facilities. The Company is treating the acquisition of the Dow Assets as an asset purchase. In determining that the acquisition of the Dow Assets is an asset purchase, we considered, among other factors, 1) the Dow Assets were part of a larger group of assets and as such we are unable to determine all historical revenues and certain expenses associated with the Dow Assets, 2) we plan to change the nature of the revenue-generating activities post acquisition and 3) we expect certain attributes related to the assets to change post acquisition, including, market distribution system, sales force, customer base, and trade names. |
Options and Warrants
Options and Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options and Warrants | NOTE 11 – Options and Warrants The following are details related to options issued by the Company: Weighted Weighted Avg. Remaining Options for Average Contractual Aggregate Shares Exercise Price Life (yrs) Intrinsic Value Outstanding as of January 1, 2016 11,612,302 $ 0.68 7 Granted 75,000 0.10 10 Exercised - - - Forfeited (3,654,409 ) 0.66 - Expired (82,800 ) 0.50 - Outstanding as of December 31, 2016 7,950,093 $ 0.69 6 $ - Options exercisable as of December 31, 2016 7,867,593 $ 0.69 6 $ - Options exercisable and expected to vest as of December 31, 2016 7,950,093 $ 0.69 6 $ - We account for all stock-based payment awards made to employees and directors based on estimated fair values. We estimate the fair value of share-based payment awards on the date of grant using an option-pricing model and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period. On April 8, 2015, the Board of Directors agreed to extend the expiration date on options granted to employees and directors that resign or are terminated from the Company without cause from 90 days to one year. All stock-based payment awards made to employees and directors are accounted for based on estimated fair values. The value assigned to the options that were modified through the Board resolution have an estimated value of $102,426. We use the BSM option-pricing model as our method of valuation. The fair value is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The fair value of share-based payment awards on the date of grant as determined by the BSM model is affected by our stock price as well as other assumptions. These assumptions include, but are not limited to: • Expected term is generally determined using weighted average of the contractual term and vesting period of the award; • Expected volatility of award grants made under the Company’s plans is measured using the historical daily changes in the market price of similar industry indices selected by us as representative, which are publicly traded, over the expected term of the award, due to our limited trading history for awards granted through June 30, 2014. Thereafter, we began using our own trading history as we deemed there to be sufficient history at that point in time; • Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards; and, • Forfeitures are based on the history of cancellations of awards granted by the Company and management’s analysis of potential forfeitures. The estimated value of employee stock options granted during the years ended December 31, 2016 and 2015 were estimated using the BSM option pricing model with the following assumptions: Years Ended December 31, 2016 2015 Expected volatility 100% 86 – 110% Risk-free interest rate 1.90% 0.89 – 1.21% Expected dividends 0.00% 0.00% Expected term in years 3 – 5 3 – 5 The weighted-average grant date fair value per share of options for the year ended December 31, 2016 was $0.085. At December 31, 2016, the amount of unearned stock-based compensation currently estimated to be expensed over future years related to unvested Common Stock options is approximately $9,000, net of estimated forfeitures. If there are any modifications or cancellations of the underlying unvested awards, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense or calculate and record additional expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that the Company grants additional common stock options or other stock-based awards. The following are details related to warrants issued by the Company: Weighted Warrants for Average Shares Exercise Price Outstanding as of January 1, 2016 16,567,326 $ 1.02 Granted (see Note 8) 5,656,250 $ 0.08 Exercised - $ - Forfeited - $ - Cancelled - $ - Expired (8,301,187 ) $ 1.06 Outstanding and exercisable as of December 31, 2016 13,922,387 $ 0.61 The Company recorded expense of $64,552 and $515,436 (including $102,426 of option modification expense) for options and warrants during the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, the Company had 846,771 common shares reserved for future issuance under the Company’s stock plans. · Expected term is generally determined using the contractual term of the award; · Expected volatility of award grants made under the Company’s plans is measured using the historical daily changes in the market price of similar industry indices selected by us as representative, which are publicly traded, over the expected term of the award, due to our limited trading history for awards granted through June 30, 2014. Thereafter, we began using our own trading history as we deemed there to be sufficient history at that point in time; · Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards; and, · Forfeitures are based on the history of cancellations of awards granted by the Company and management’s analysis of potential forfeitures. The weighted-average estimated fair value of warrants granted during the year ended December 31, 2016 were estimated using the BSM option pricing model with the following assumptions: Year Ended December 31, 2016 Expected volatility 110.1 % Risk-free interest rate 1.58 % Expected dividends 0.00 % Expected term in years 3 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12 – 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 December 31, $ - $ - Vice President of U.S. Operations The Vice President of U.S. 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 U.S. 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, $ 5,972 $ (3,200 ) Monies owed to related party for services performed 98,196 55,127 Monies paid (99,045 ) (45,955 ) Ending Balance as of December 31, payable (receivable) $ 5,123 $ 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 10). 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, $ - 5% Notes On December 27, 2016, we entered into debt agreements for an aggregate principal amount of $1,000,000 from the offering and issuance of 5% Notes to Wynnefield Partners I, Wynnefield Partners and Wynnefield Offshore, all of which are under the management of Wynnefield Capital, Inc (“Wynnefield Capital”), an affiliate of the Company. The Company’s Chairman of the Board, Dwight Mamanteo, is a portfolio manager of Wynnefield Capital. 8% Notes On December 27, 2016, we entered into debt agreements for an aggregate principal amount of $1,810,000 from the offering and issuance of 8% Notes and warrants to purchase up to 5,656,250 shares of our common stock. The 8% Notes and warrants were sold to Dwight Mamanteo, our Chairman of the Board, Charles F. Trapp and Scott Nussbaum, members of the Board, Ian Rhodes, our Chief Executive Officer, Wynnefield Capital, an affiliate of the Company, and certain family members of Mr. Mamanteo and of Mr. Nussbaum. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 13 – Commitments and Contingencies Rental Agreements During the years ended December 31, 2016 and 2015, the Company leased office and warehouse space on a monthly basis under written rental agreements. The terms of these agreements range from several months to five years. For the years ended December 31, 2016 and 2015, rent expense was $291,867 and $645,477, respectively. Future minimum lease payments due are as follows: Year Ended December 31, 2017 $ 268,199 2018 230,028 2019 209,709 2020 210,396 2021 212,502 Thereafter 112,893 Total minimum lease payments $ 1,243,727 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 a recently resolved legal proceeding, one pending legal proceeding, 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 future claims between the parties. As of March 31, 2017, 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 March 31, 2017, the Company has paid in full the agreed upon $335,000 payment to the landlord. 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 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. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | NOTE 14 – Concentration of Credit Risk Credit risk represents the accounting loss that would be recognized at the reporting date if counter parties failed completely to perform as contracted. Concentrations of credit risk that arise from financial instruments exist for groups of customers when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions described below. • Cash – Financial instruments that subject the Company to credit risk are cash balances maintained in excess of federal depository insurance limits. At December 31, 2016 and 2015, the Company had $0 in cash which was not guaranteed by the Federal Deposit Insurance Corporation. To date, the Company has not experienced any losses in such accounts and believes the exposure is minimal. • Major customers and accounts receivable – Major customers represent any customer that accounts for more than 10% of revenues for the year. During 2016 and 2015, the Company had one customer that accounted for 33% and 18%, respectively, of revenues and whose accounts receivable balance (unsecured) accounted for 33% and 36%, respectively, of accounts receivable at December 31, 2016 and 2015. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – Subsequent Events Filing of Registration Statement On February 8, 2017, the Company filed a Registration Statement on Form S-1 seeking to register up to 50,000,000 shares for purposes of conducting a rights offering and raising up to a proposed maximum of $5,000,000. Recent Stock Issuances Since December 31, 2016, the Company has issued an aggregate of 236,702 shares of Common Stock pursuant to the Company’s Equity Incentive Program. |
Basis of Presentation and Sum22
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements include the accounts of GlyEco, Inc., and its wholly-owned and majority-owned subsidiaries. All significant intercompany transactions have been eliminated as a result of consolidation. |
Noncontrolling Interests | Noncontrolling Interests The Company recognizes noncontrolling interests as equity in the consolidated financial statements separate from the parent company’s equity. Noncontrolling interests’ partners have less than 50% share of voting rights at any one of the subsidiary level companies. The amount of net income (loss) attributable to noncontrolling interests is included in consolidated net income (loss) on the face of the consolidated statements of operations. Changes in a parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. The Company recognizes a gain or loss in net income (loss) when a subsidiary is deconsolidated. Such gain or loss is measured using the fair value of the noncontrolling equity investment on the deconsolidation date. Additionally, operating losses are allocated to noncontrolling interests even when such allocation creates a deficit balance for the noncontrolling interest partner. The Company provides either in the consolidated statements of stockholders’ equity, if presented, or in the notes to consolidated financial statements, a reconciliation at the beginning and the end of the period of the carrying amount of total equity (net assets), equity (net assets) attributable to the parent, and equity (net assets) attributable to the noncontrolling interest that separately discloses: (1) Net income or loss (2) Transactions with owners acting in their capacity as owners, showing separately contributions from and distributions to owners. (3) Each component of other comprehensive income or loss Noncontrolling interests were not significant as of December 31, 2016. |
Operating Segments | Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. Operating segments may be aggregated into a single operating segment if the segments have similar economic characteristics, among other criteria. Prior to the December 2016 acquisitions of WEBA, RS&T and DOW assets and through December 31, 2016, the Company operated as one segment. After the acquisitions we will be operating as two segments, Consumer and Industrial. As of December 31, 2016, $6,890,891 and $7,213,955 of assets were held in our Consumer and Industrial segments, respectively. |
Use of Estimates | Use of Estimates The preparation of consolidated 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 of doubtful accounts, the value 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, 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 either when the Company’s products are shipped from its facility or delivered to the customer when 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 | Costs 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, are included in operating expenses and were insignificant in 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 consolidated statements of operations. The allowance for doubtful accounts totaled $80,207 and $203,270 as of December 31, 2016 and 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 3-15 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Property, plant and equipment, purchased intangibles subject to amortization and patents and trademarks, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material. |
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, accounts receivable, accounts payable and accrued expenses, amounts due to and from related parties and current portion of capital lease obligations and notes payable are reflected in the 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. |
Deferred Financing Costs, Debt Discount and Detachable Debt-Related Warrants | Deferred Financing Costs, Debt Discount and Detachable Debt-Related Warrants Costs incurred in connection with debt are deferred and recorded as a reduction to the debt balance in the accompanying consolidated balance sheets. The Company amortizes debt issuance costs over the expected term of the related debt using the effective interest method. Debt discounts relate to the relative fair value of warrants issued in conjunction with the debt and are also recorded as a reduction to the debt balance and amortized over the expected term of the debt to interest expense using the effective interest method. |
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 December 31, 2016, these potentially dilutive securities included warrants of 13,922,387 and stock options of 7,950,093 for a total of 21,872,480. At December 31, 2015, these potentially dilutive securities included warrants of 16,567,326 and stock options of 11,612,302 for a total of 29,192,128. |
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 |
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”) 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 consolidated financial statements and disclosures. 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. There was no impact from the adoption of the standard. 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 does not expect the adoption of this standard will have a significant impact on the consolidated financial statements. 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 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. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach. The Company has not yet selected a transition method and is currently assessing the impact of adoption of ASU 2016-02 will have on the consolidated financial statements. In March 2016, the FASB issued ASU 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. There was no impact from the adoption of the standard. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which amends the guidance used in evaluating whether a set of acquired assets and activities represents a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not considered a business. Application of ASU 2017-01 is expected to result in more acquisitions to be accounted for as asset acquisitions as opposed to business combinations. As a result, acquisition fees and expenses will be capitalized to the cost basis of the property acquired, and the tangible and intangible components acquired will be recorded based on their relative fair values as of the acquisition date. The standard is effective for all public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted for periods for which financial statements have not yet been issued. The Company elected to early adopt the provisions of ASU 2017-01. As a result of the adoption of ASU 2017-01, the Company’s acquisition of the Dow Assets was determined to be an asset acquisition. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of activity for the allowance for doubtful accounts | The following table summarizes activity for the allowance for doubtful accounts for the years ended December 31, 2016 and 2015: 2016 2015 Beginning balance as of January 1, $ 203,270 $ 62,249 Bad debt expense 38,409 167,315 Charge offs, net (161,472 ) (26,293 ) Ending balance as of December 31, $ 80,207 $ 203,270 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | As of December 31, 2016 and 2015, the Company’s total inventories were $644,522 and $380,789, respectively. December 31, 2016 2015 Raw materials $ 221,088 $ 217,165 Work in process 172,142 84,343 Finished goods 251,292 79,281 Total inventories $ 644,522 $ 380,789 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | As of December 31, 2016 and 2015, the property, plant and equipment, net of accumulated depreciation, is as follows: December 31, 2016 2015 Machinery and equipment $ 4,154,305 $ 1,863,322 Leasehold improvements 126,598 50,772 Accumulated depreciation (927,909 ) (661,930 ) 3,352,994 1,252,164 Construction in process 304,845 26,893 Total property, plant and equipment $ 3,657,839 $ 1,279,057 |
Goodwill and Other Intangible26
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The components of goodwill and other intangible assets are as follows (See Note 10 for 2016 business combinations): Gross Balance at Net Balance at Net Balance at Estimated December 31, Accumulated December 31, Accumulated December 31, Useful Life 2015 Amortization 2015 Additions Amortization 2016 Finite live intangible assets: Customer list and tradename 5 years $ 24,500 $ (12,667 ) $ 11,833 $ 963,000 $ (26,296 ) $ 961,204 Non-compete agreements 5 years 332,000 (174,300 ) 157,700 867,000 (246,000 ) 953,000 Intellectual property 10 years - - - 880,000 - 880,000 Total intangible assets $ 356,500 $ (186,967 ) $ 169,533 $ 2,710,000 $ (272,296 ) $ 2,794,204 Goodwill Indefinite $ 835,295 $ - $ 835,295 $ 2,857,788 $ - $ 3,693,083 |
Schedule of estimated amortization of intangible assets | The following table represents the total estimated amortization of intangible assets for future years: For the Year Ending December 31, Estimated Amortization Expense 2017 525,829 2018 479,875 2019 454,000 2020 454,000 2021 440,500 Thereafter 440,000 $ 2,794,204 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule (benefit) provision for income taxes | The (benefit) provision for income taxes is as follows for the year ended December 31, 2016: Current: Federal $ (1,020,652 ) State 600 Total current (1,020,052 ) Deferred: Federal 1,573,163 State 375,291 Change in valuation allowance (1,948,454 ) Total deferred — Income tax (benefit) $ (1,020,052 ) |
Schedule of reconciliation between the statutory rate and the effective tax rate | The differences between our effective income tax rate and the U.S. federal income tax rate for the year ended December 31, 2016 are: 2016 U.S. federal tax 34 % Adjustment for forfeiture of non-qualified stock options (27 )% Other — % Release of valuation allowance 32 % Total 39 % Valuation allowance (7 )% Effective tax rate 32 % |
Schedule of deferred tax assets | The deferred tax assets, including a valuation allowance, are as follows at December 31: Year Ended December 31, 2016 2015 Net Operating Loss $ 12,323,000 $ 12,953,000 Stock Compensation 635,000 1,732,000 Reserves 84,000 85,000 DTA 13,042,000 14,770,000 Basis difference in intangibles and fixed assets (1,176,000 ) (956,000 ) DTL (1,176,000 ) (956,000 ) Net Operating Loss 11,866,000 13,814,000 Valuation allowance (11,866,000 ) (13,814,000 ) $ — $ — |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable [Abstract] | |
Schedule of notes payable | Notes payable consist of the following: December 31, 2016 December 31, 2015 2013 Secured Note $ - $ 2,972 Manzo Note - 115,000 2016 Secured Notes 396,562 - 2016 5% Related Party Unsecured Notes 1,000,000 - 2016 8% Related Party Unsecured Notes, net of debt discount of $351,744 1,458,256 - 2016 WEBA Seller Notes 2,650,000 - Total notes payable 5,504,818 117,972 Less current portion (2,541,178 ) (117,972 ) Long-term portion of notes payable $ 2,963,640 $ - |
Schedule of estimated fair value of warrants | We estimated the fair value of the warrants on the issue date using a Black-Scholes pricing model with the following assumptions: Warrants Expected term 3 years Volatility 110.09 % Risk Free Rate 1.58 % |
Schedule of components of notes | The proceeds of the Notes were allocated to the components as follows: Proceeds allocated at issuance date Notes $ 1,485,128 Warrants 324,872 Total 1,810,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 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 10,583,157 $ 423,783 For the year ended December 31, 2015, the Company issued the following common stock: Number of Common Shares Issued Value of Common Shares Common shares issued for cash, net of offering costs 11,013,170 $ 3,544,448 Common shares for settlement of accounts payable 16,334 $ 5,600 Share-based compensation 2,409,681 $ 371,737 Warrants exercised 999,667 $ - |
Summary of restricted stock awards | A summary of the Company's restricted stock awards is presented below: Number of Shares Weighted- Average Grant-Date Fair Value per Share Unvested at January 1, 2016 636,093 $ 0.27 Restricted stock granted 20,147,986 0.08 Restricted stock vested (6,281,250 ) 0.08 Restricted stock forfeited (1,811,745 ) 0.24 Unvested at December 31, 2016 12,691,084 $ 0.08 |
Business Combinations and Ass30
Business Combinations and Asset Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of purchase price | The allocation of the purchase price is as follows: Fixed assets – equipment $ 15,000 Intangibles: Customer list 82,000 Non compete agreement 32,000 Other intangibles, including tradename 21,000 Goodwill 50,000 Total $ 200,000 The allocation of the purchase price is as follows: Cash $ 4,104 Fixed assets 21,369 Deposit 862,500 Accounts payable (103,672 ) Loan from WEBA (500,000 ) Loan from GlyEco (362,500 ) Goodwill 78,559 Total $ 360 |
Schedule acquisition date fair value | The total acquisition date fair value of the consideration transferred and to be transferred is estimated at approximately $6.1 million, as follows: Cash payment to the WEBA Sellers at closing $ 150,000 Common Stock issuance to the WEBA Sellers 562,500 Promissory notes to the WEBA Sellers 2,650,000 Contingent cash consideration to the WEBA Sellers 1,745,023 Income tax benefit 1,030,000 Total acquisition date fair value $ 6,137,523 |
Summary of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. Cash $ 172,950 Accounts receivable 342,151 Loan receivable from RS&T 500,000 Property and equipment 8,720 Customer list 470,000 Intellectual property 880,000 Trade name 390,000 Non complete agreement 835,000 Total identifiable assets acquired 3,598,821 Accounts payable and accrued expenses 190,527 Total liabilities assumed 190,527 Total identifiable assets less liabilities assumed 3,408,294 Goodwill 2,729,229 Net assets acquired $ 6,137,523 |
Summary of Pro Forma Financial Information | The unaudited pro forma results presented include amortization charges for intangible assets and eliminations of intercompany transactions. For the For the Year Ended Year Ended December 31, 2016 December 31, 2015 Total revenues $ 7,683,545 $ 9,522,995 Net loss $ (2,667,016 ) $ (12,720,021 ) |
Options and Warrants (Tables)
Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of options | The following are details related to options issued by the Company: Weighted Weighted Avg. Remaining Options for Average Contractual Aggregate Shares Exercise Price Life (yrs) Intrinsic Value Outstanding as of January 1, 2016 11,612,302 $ 0.68 7 Granted 75,000 0.10 10 Exercised - - - Forfeited (3,654,409 ) 0.66 - Expired (82,800 ) 0.50 - Outstanding as of December 31, 2016 7,950,093 $ 0.69 6 $ - Options exercisable as of December 31, 2016 7,867,593 $ 0.69 6 $ - Options exercisable and expected to vest as of December 31, 2016 7,950,093 $ 0.69 6 $ - |
Schedule of value of employee stock options by using black schole model | The estimated value of employee stock options granted during the years ended December 31, 2016 and 2015 were estimated using the BSM option pricing model with the following assumptions: Years Ended December 31, 2016 2015 Expected volatility 100% 86 – 110% Risk-free interest rate 1.90% 0.89 – 1.21% Expected dividends 0.00% 0.00% Expected term in years 3 – 5 3 – 5 |
Schedule of warrants issued | The following are details related to warrants issued by the Company: Weighted Warrants for Average Shares Exercise Price Outstanding as of January 1, 2016 16,567,326 $ 1.02 Granted (see Note 8) 5,656,250 $ 0.08 Exercised - $ - Forfeited - $ - Cancelled - $ - Expired (8,301,187 ) $ 1.06 Outstanding and exercisable as of December 31, 2016 13,922,387 $ 0.61 |
Schedule of weighted-average estimated fair value of warrants by using black-schole model | The weighted-average estimated fair value of warrants granted during the year ended December 31, 2016 were estimated using the BSM option pricing model with the following assumptions: Year Ended December 31, 2016 Expected volatility 110.1 % Risk-free interest rate 1.58 % Expected dividends 0.00 % Expected term in years 3 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Former Chief Technical 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 December 31, $ - $ - |
Vice President of U.S. Operations [Member] | |
Related Party Transaction [Line Items] | |
Schedule of related party transations | The Vice President of U.S. 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, $ 5,972 $ (3,200 ) Monies owed to related party for services performed 98,196 55,127 Monies paid (99,045 ) (45,955 ) Ending Balance as of December 31, payable (receivable) $ 5,123 $ 5,972 |
Florida General Manager [Member] | |
Related Party Transaction [Line Items] | |
Schedule of related party transations | 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 10). 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, $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments | Future minimum lease payments due are as follows: Year Ended December 31, 2017 $ 268,199 2018 230,028 2019 209,709 2020 210,396 2021 212,502 Thereafter 112,893 Total minimum lease payments $ 1,243,727 |
Organization and Nature of Bu34
Organization and Nature of Business Ddetails Narratives) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (36,815,063) | $ (34,550,503) |
Basis of Presentation and Sum35
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Machinery And Equipment [Member] | Minimum [Member] | |
Useful life | 3 years |
Machinery And Equipment [Member] | Maximum [Member] | |
Useful life | 15 years |
Leasehold improvements [Member] | |
Useful life | 5 years |
Descripion of useful lives | Lesser of the remaining lease term or 5 years |
Basis of Presentation and Sum36
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2016USD ($)Numbershares | Dec. 31, 2015USD ($)shares | Dec. 30, 2015shares | Dec. 31, 2014USD ($) | |
Number of operating segement | Number | 1 | |||
Allowance for doubtful accounts | $ | $ 80,207 | $ 203,270 | $ 62,249 | |
Number of potentially dilutive securities | shares | 21,872,480 | 29,192,128 | ||
Consumer Segment [Member] | ||||
Assets held | $ | $ 6,890,891 | |||
Industrial Segment [Member] | ||||
Assets held | $ | $ 7,213,955 | |||
Warrant [Member] | ||||
Number of potentially dilutive securities | shares | 13,922,387 | 16,567,326 | ||
Employee Stock Option [Member] | ||||
Number of potentially dilutive securities | shares | 7,950,093 | 11,612,302 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Loan and Lease Losses [Roll Forward] | ||
Beginning balance | $ 203,270 | $ 62,249 |
Bad debt expense | 38,409 | 167,315 |
Charge offs, net | (164,402) | (26,293) |
Ending balance | $ 80,207 | $ 203,270 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Receivables [Abstract] | ||
Accounts receivable, net | $ 1,096,713 | $ 807,906 |
Inventories (Details)
Inventories (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 221,088 | $ 217,165 |
Work in process | 172,142 | 84,343 |
Finished goods | 251,292 | 79,281 |
Total inventories | $ 644,522 | $ 380,789 |
Property, Plant and Equipment40
Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accumulated depreciation | $ (927,909) | $ (661,930) |
Property, plant and equipment before construction in process | 3,352,994 | 1,252,164 |
Construction in process | 304,845 | 26,893 |
Total property, plant and equipment, net | 3,657,839 | 1,279,057 |
Machinery And Equipment [Member] | ||
Property, plant and equipment before construction in process | 4,154,305 | 1,863,322 |
Leasehold improvements [Member] | ||
Property, plant and equipment before construction in process | $ 126,598 | $ 50,772 |
Property, Plant and Equipment41
Property, Plant and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation expense | $ 273,162 | $ 586,502 |
GlyEco Acquisition Corp. #4 [Member] | ||
Impaiment charges | $ 5,300,000 |
Goodwill and Other Intangible42
Goodwill and Other Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite live intangible assets | ||
Gross | $ 169,533 | $ 356,500 |
Additions | 2,710,000 | |
Accumulated Amortization | (272,296) | (186,967) |
Net | 2,794,204 | 169,533 |
Goodwill | ||
Gross | 835,295 | 835,295 |
Additions | ||
Accumulated Amortization | 2,857,788 | |
Net | 3,693,083 | $ 835,295 |
Non-Compete Agreements [Member] | ||
Finite live intangible assets | ||
Estimated Useful Life | 5 years | |
Gross | 11,833 | $ 332,000 |
Additions | 963,000 | |
Accumulated Amortization | (26,296) | (174,300) |
Net | 961,204 | $ 157,700 |
Intellectual Property [Member] | ||
Finite live intangible assets | ||
Estimated Useful Life | 10 years | |
Gross | 157,700 | |
Additions | 867,000 | |
Accumulated Amortization | (246,000) | |
Net | 953,000 | |
Customer List And Tradename [Member] | ||
Finite live intangible assets | ||
Estimated Useful Life | 5 years | |
Gross | $ 24,500 | |
Additions | 880,000 | |
Accumulated Amortization | (12,667) | |
Net | $ 880,000 | $ 11,833 |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 525,829 | |
2,018 | 479,875 | |
2,019 | 454,000 | |
2,020 | 454,000 | |
2,021 | 440,500 | |
Thereafter | 440,000 | |
Total | $ 2,794,204 | $ 169,533 |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Amortization expense | $ 272,296 | $ 186,967 |
General and Administrative Expense [Member] | ||
Amortization expense | $ 85,329 | 206,936 |
GlyEco Acquisition Corp. #4 [Member] | ||
Impairment to intangible assets | $ 3,100,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
Federal | $ (1,020,652) | |
State | 600 | |
Total current | (1,020,052) | |
Deferred: | ||
Federal | 1,573,163 | |
State | 375,291 | |
Change in valuation allowance | (1,948,454) | |
Total deferred | ||
Income tax (benefit) | $ (1,020,052) | $ 10,374 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
U.S. federal tax | 34.00% |
Adjustment for forfeiture of non-qualified stock options | (27.00%) |
Other | |
Release of valuation allowance | 32.00% |
Total | 39.00% |
Valuation allowance | (70.00%) |
Effective tax rate | 32.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss | $ 12,323,000 | $ 12,953,000 |
Stock Compensation | 635,000 | 1,732,000 |
Reserves | 84,000 | 85,000 |
DTA | 13,042,000 | 14,770,000 |
Basis difference in intangibles and fixed assets | (1,176,000) | (956,000) |
DTL | (1,176,000) | (956,000) |
Net Operating Loss | 11,866,000 | 13,814,000 |
Valuation allowance | (11,866,000) | (13,814,000) |
Deferred tax assets, net |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net operating loss (NOL) carryforwards | $ 35,201,000 | $ 30,842,000 |
Description of operationg loss carry forwards | The annual utilization of a company's net operating loss carryforwards could be limited if the Company experiences a change in ownership of more than 50 percentage points within a three-year period. An ownership change occurs with respect to a corporation if it is a loss corporation on a testing date and, immediately after the close of the testing date, the percentage of stock of the corporation owned by one or more five-percent shareholders has increased by more than 50 percentage points over the lowest percentage of stock of such corporation owned by such shareholders at any time during the testing period. | The annual utilization of a company's net operating loss carryforwards could be limited if the Company experiences a change in ownership of more than 50 percentage points within a three-year period. An ownership change occurs with respect to a corporation if it is a loss corporation on a testing date and, immediately after the close of the testing date, the percentage of stock of the corporation owned by one or more five-percent shareholders has increased by more than 50 percentage points over the lowest percentage of stock of such corporation owned by such shareholders at any time during the testing period. |
Change in deferred tax assets valuation allowance | $ 810,000 | $ 2,520,000 |
Maximum [Member] | ||
Expiration year | 2,035 | |
Minimum [Member] | ||
Expiration year | 2,027 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Total notes payable | $ 5,504,818 | $ 117,972 |
Less current portion | 2,541,178 | 117,972 |
Non-current notes payable | 2,963,640 | |
2013 Secured Note [Member] | ||
Total notes payable | 2,972 | |
Manzo Note [Member] | ||
Total notes payable | 115,000 | |
2016 Secured Note [Member] | ||
Total notes payable | 396,562 | |
2016 5% Related Party Unsecured Notes Member [Member] | ||
Total notes payable | 1,000,000 | |
2016 8% Related Party Unsecured Notes Member [Member] | ||
Total notes payable | 1,458,256 | |
2016 WEBA Seller Notes [Member] | ||
Total notes payable | $ 2,650,000 |
Notes Payable (Details 1)
Notes Payable (Details 1) | 12 Months Ended |
Dec. 31, 2016 | |
Volatility | 100.00% |
Risk-free rate | 1.90% |
Warrant [Member] | |
Expected term | 3 years |
Volatility | 110.10% |
Risk-free rate | 1.58% |
Notes Payable (Details 2)
Notes Payable (Details 2) | Dec. 31, 2016USD ($) |
Notes Payable [Abstract] | |
Notes | $ 1,485,128 |
Warrants | 324,872 |
Total | $ 1,810,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Dec. 27, 2016 | Sep. 30, 2016 | May 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2014 |
Gain on settlement | $ 15,000 | |||||
Debt discount | 26,872 | |||||
Gross proceeds from offering | 1,760,000 | |||||
Accrued offering | 50,000 | |||||
2016 Secured Note [Member] | Ascentium Capital [Member] | GlyEco Acquisition Corp. #1 [Member] | ||||||
Principal balance | $ 320,000 | |||||
Interest rate | 7.10% | |||||
Description of collateral | collateralized by vehicle and equipment. | |||||
2016 Secured Note [Member] | Minimum [Member] | Ascentium Capital [Member] | GlyEco Acquisition Corp. #1 [Member] | ||||||
Interest rate | 5.80% | |||||
Debt terms | 4 years | |||||
2016 Secured Note [Member] | Maximum [Member] | Ascentium Capital [Member] | GlyEco Acquisition Corp. #1 [Member] | ||||||
Interest rate | 9.00% | |||||
Debt terms | 5 years | |||||
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 | |||||
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. | |||||
GlyEco Acquisition Corp. #1 [Member] | 2016 Unsecured Note [Member] | 5% Notes Subscription Agreement [Member] | ||||||
Principal balance | $ 1,810,000 | |||||
Maturity date | Dec. 27, 2017 | |||||
Exercise value of warrants | $ 5,656,250 | |||||
Exercise price of warrants | $ 0.08 | |||||
GlyEco Acquisition Corp. #1 [Member] | 2016 Unsecured Note [Member] | 5% Notes Subscription Agreement [Member] | ||||||
Principal balance | $ 1,000,000 | |||||
Maturity date | May 31, 2017 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 30, 2016 | Dec. 31, 2015 | Dec. 30, 2015 | |
Stockholders' Equity | ||||
Common shares issued for cash, net of offering costs (in shares) | 37,475,620 | 11,013,170 | ||
Share-based compensation (in shares) | 10,583,157 | 2,409,681 | ||
Common shares for settlement of accounts payable (in shares) | 16,334 | |||
Warrants exercised (in shares) | 999,667 | |||
Common shares issued for cash, net of offering costs, value | $ 2,936,792 | $ 2,936,792 | $ 3,544,448 | $ 3,544,448 |
Share-based compensation, value | $ 423,783 | 371,737 | ||
Common shares for settlement of accounts payable, value | 5,600 | 5,600 | ||
Warrants exercised, value |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of Shares | |
Unvested at beginning | shares | 636,093 |
Restricted stock granted | shares | 20,147,986 |
Restricted stock vested | shares | (6,281,250) |
Restricted stock forfeited | shares | (1,811,745) |
Unvested at end | shares | 12,691,084 |
Weighted Average Grant-Date Fair Value per Share | |
Unvested at beginning | $ / shares | $ 0.27 |
Restricted stock granted | $ / shares | 0.08 |
Restricted stock vested | $ / shares | 0.08 |
Restricted stock forfeited | $ / shares | 0.24 |
Unvested at end | $ / shares | $ 0.08 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Jun. 13, 2016shares | May 31, 2016shares | Mar. 31, 2016shares | Jan. 20, 2016$ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 22, 2016$ / sharesshares | Feb. 26, 2016USD ($)$ / sharesshares | Sep. 30, 2016Numbershares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 06, 2016$ / shares | Nov. 30, 2016$ / shares | Oct. 31, 2016$ / shares | Jan. 31, 2016$ / shares | Jul. 16, 2015$ / shares |
Preferred stock, authorized | shares | 40,000,000 | 40,000,000 | 40,000,000 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, shares outstanding | shares | 0 | 0 | 0 | ||||||||||||
Common stock, outstanding | shares | 126,156,189 | 126,156,189 | 72,472,412 | ||||||||||||
Common stock, authorized | shares | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Number of common stock issued | shares | 37,475,620 | 11,013,170 | |||||||||||||
Rights Offering [Member] | |||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||
Number of shares purchased | shares | 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) | $ 0.08 | ||||||||||||||
Each subscription right entitled a shareholder to purchase share price | 0.7 | ||||||||||||||
Unsubscribed shares subscription price (in dollars per share) | $ 0.08 | ||||||||||||||
Gross proceeds from subscription | $ | $ 2,998,050 | ||||||||||||||
Series AA Preferred Stock [Member] | |||||||||||||||
Preferred stock, authorized | shares | 3,000,000 | ||||||||||||||
Five Employees [Member] | |||||||||||||||
Number of common stock issued | shares | 7,000 | ||||||||||||||
Share price (in dollars per share) | $ 0.08 | ||||||||||||||
Six Directors [Member] | |||||||||||||||
Share price (in dollars per share) | $ 0.36 | ||||||||||||||
FY2016 Director Compensation Plan [Member] | Seven Directors [Member] | |||||||||||||||
Number of common stock issued | shares | 6,281,250 | 3,031,556 | |||||||||||||
FY2016 Director Compensation Plan [Member] | SevenDirectors1Member | |||||||||||||||
Share price (in dollars per share) | $ 0.10 | ||||||||||||||
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] | Eight Employees [Member] | |||||||||||||||
Number of common stock issued | shares | 86,234 | ||||||||||||||
Share price (in dollars per share) | $ 0.10 | ||||||||||||||
Equity Incentive Program [Member] | Five Employees [Member] | |||||||||||||||
Number of common stock issued | shares | 1,263,351 | ||||||||||||||
Share price (in dollars per share) | $ 0.08 | $ 0.08 | $ 0.08 | ||||||||||||
Equity Incentive Program [Member] | Seven Employees [Member] | |||||||||||||||
Number of common stock issued | shares | 44,573 | ||||||||||||||
Share price (in dollars per share) | $ 0.10 | 0.10 | |||||||||||||
Equity Incentive Program [Member] | Nine Employees [Member] | |||||||||||||||
Share price (in dollars per share) | $ 0.10 | ||||||||||||||
Director Compensation Plan [Member] | Six Directors [Member] | |||||||||||||||
Share price (in dollars per share) | $ 0.075 | $ 0.075 |
Stockholders' Equity (Details56
Stockholders' Equity (Details Narrative 1) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2016 | May 31, 2016 | Feb. 29, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Jan. 31, 2016 | Jul. 16, 2015 | Apr. 09, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | |
Volatility rate | 100.00% | |||||||||
Risk free interest rate | 1.90% | |||||||||
Six Directors [Member] | ||||||||||
Share price (in dollars per share) | $ 0.36 | |||||||||
One Accredited Investor [Member] | ||||||||||
Share price (in dollars per share) | $ 0.0001 | |||||||||
Two Former Employees [Member] | ||||||||||
Share price (in dollars per share) | $ 0.28 | |||||||||
Options and Warrants [Member] | ||||||||||
Number of restricted shares issued, new issue | 60,000 | |||||||||
Expense related to the vesting of outstanding | $ 64,552 | |||||||||
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 | $ 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] | Chief Financial Officer [Member] | ||||||||||
Number of restricted shares issued, new issue | 2,200,905 | |||||||||
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 [Member] | ||||||||||
Value of restricted stock grant | $ 92,000 | $ 257,000 | ||||||||
Share based compensation | $ 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. | |||||||||
Restricted Shares [Member] | Vice President of U.S. Operations [Member] | ||||||||||
Number of restricted shares issued, new issue | 1,650,680 | |||||||||
Value of restricted stock grant | $ 141,000 | |||||||||
Method used | Monte Carlo Simulation. | |||||||||
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. | |||||||||
Restricted Shares [Member] | Former Interim Chief Executive Officer [Member] | ||||||||||
Number of restricted shares issued, new issue | 1,100,453 | |||||||||
Value of restricted stock grant | $ 198,000 | |||||||||
Share based compensation | $ 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] | Former Interim Chief Executive Officer [Member] | ||||||||||
Number of restricted shares issued, new issue | 1,524,245 | 6,290,000 | ||||||||
Restricted Shares [Member] | Director [Member] | ||||||||||
Number of restricted shares issued, new issue | 940,595 | |||||||||
Share price (in dollars per share) | $ 2 | |||||||||
Value of restricted stock grant | $ 141,000 | |||||||||
Method used | Monte Carlo Simulation. | |||||||||
Expected term (in years) | 6 years | |||||||||
Volatility rate | 98.00% | |||||||||
Risk free interest rate | 2.00% | |||||||||
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 | $ 381,586 | |||||||||
Method used | Monte Carlo Simulation. | |||||||||
Expected term (in years) | 1 year | |||||||||
Volatility rate | 106.00% | |||||||||
Risk free interest rate | 0.65% |
Business Combinations and Ass57
Business Combinations and Asset Acquisition (Details) | Jun. 26, 2016USD ($) |
Total | $ 200,000 |
Equipment [Member] | |
Total | 15,000 |
Customer Lists [Member] | |
Total | 82,000 |
Non-Compete Agreements [Member] | |
Total | 32,000 |
Other Intangibles, Including Trade Name [Member] | |
Total | 21,000 |
Goodwill [Member] | |
Total | $ 50,000 |
Business Combinations and Ass58
Business Combinations and Asset Acquisition (Details 1) - WEBA [Member] | Dec. 27, 2016USD ($) |
Cash payment to the WEBA Sellers at closing | $ 150,000 |
Common stock issuance to the WEBA Sellers | 562,500 |
Promissory notes to the WEBA Sellers | 2,650,000 |
Contingent cash consideration to the WEBA Sellers | 1,745,023 |
Income tax benefit | 1,030,000 |
Total acquisition date fair value | $ 6,137,523 |
Business Combinations and Ass59
Business Combinations and Asset Acquisition (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 27, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill | $ 3,693,083 | $ 835,295 | $ 835,295 | |
WEBA [Member] | ||||
Cash | $ 172,950 | |||
Accounts receivable | 342,151 | |||
Loan receivable from RS&T | 500,000 | |||
Property and equipment | 8,720 | |||
Total identifiable assets acquired | 3,598,821 | |||
Accounts payable and accrued expenses | 190,527 | |||
Total liabilities assumed | 190,527 | |||
Total identifiable assets less liabilities assumed | 3,408,294 | |||
Goodwill | 2,729,229 | |||
Net assets acquired | 6,137,523 | |||
Customer Lists [Member] | WEBA [Member] | ||||
Intangible assets | 470,000 | |||
Trade Names [Member] | WEBA [Member] | ||||
Intangible assets | 880,000 | |||
Non-Compete Agreements [Member] | WEBA [Member] | ||||
Intangible assets | 390,000 | |||
Intellectual Property [Member] | WEBA [Member] | ||||
Intangible assets | $ 835,000 |
Business Combinations and Ass60
Business Combinations and Asset Acquisition (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | ||
Total revenues | $ 7,683,545 | $ 9,522,995 |
Net loss | $ (2,667,016) | $ (12,720,021) |
Business Combinations and Ass61
Business Combinations and Asset Acquisition (Details 4) - USD ($) | Dec. 27, 2016 | Jun. 26, 2016 |
Total | $ 200,000 | |
RS&T [Member] | ||
Cash | $ 4,104 | |
Fixed assets | 21,369 | |
Deposits | 862,500 | |
Accounts payable | (103,672) | |
Loan from WEBA | (500,000) | |
Loan from GlyEco | (362,500) | |
Intangible assets | 78,559 | |
Total | $ 360 |
Business Combinations and Ass62
Business Combinations and Asset Acquisition (Details Narrative) - USD ($) | Dec. 27, 2016 | Jun. 26, 2016 |
Purchase consideration | $ 200,000 | |
RS&T [Member] | StockPurchase Agreement [Member] | ||
Purchase consideration | $ 150,000 | |
Purchase consideration subject to earn out provision | 2,500,000 | |
Promissory Notes | 2,650,000 | |
Earn-out payments liability recorded at fair value | 1,745,023 | |
Fair value of consideration transferred | 6,100,000 | |
RS&T [Member] | Asset Transfer Agreement [Member] | ||
Purchase consideration | 1,725,000 | |
Earn-out payments liability recorded at fair value | 13,000,000 | |
Inventory purchased | $ 422,000 | |
RS&T [Member] | Mr. Brian Fidalgo [Member] | Brian's On-Site Recycling, Inc. [Member] | Asset Purchase Agreement [Member] | ||
Purchase consideration | 200,000 | |
Purchase consideration subject to earn out provision | 100,000 | |
RS&T [Member] | Restricted Cash [Member] | Mr. Brian Fidalgo [Member] | Brian's On-Site Recycling, Inc. [Member] | Asset Purchase Agreement [Member] | ||
Escrow account related to the earn out | $ 100,000 |
Options and Warrants (Details)
Options and Warrants (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning of the year | shares | 11,612,302 |
Granted | shares | 75,000 |
Exercised | shares | |
Forfeited | shares | (3,654,409) |
Expired | shares | (82,800) |
Outstanding at end of the year | shares | 7,950,093 |
Options exercisable | shares | 7,867,593 |
Options exercisable and expected to vest | shares | 7,950,093 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding at beginning of the year | $ / shares | $ 0.68 |
Granted | $ / shares | 0.10 |
Exercised | $ / shares | |
Forfeited | $ / shares | 0.66 |
Expired | $ / shares | 0.50 |
Outstanding at end of the year | $ / shares | 0.69 |
Options exercisable | $ / shares | 0.69 |
Options exercisable and expected to vest | $ / shares | $ 0.69 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Avg. Remaining Contractual Life (yrs) | |
Outstanding at beginning of the year | 7 years |
Granted | 10 years |
Forfeited | 7 years |
Expired | 7 years |
Outstanding at end of the year | 6 years |
Options exercisable | 6 years |
Options exercisable and expected to vest | 6 years |
Options and Warrants (Details 1
Options and Warrants (Details 1) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Expected volatility | 100.00% | |
Risk-free interest rate | 1.90% | |
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Expected volatility | 86.00% | |
Risk-free interest rate | 0.89% | |
Expected term in years | 3 years | 3 years |
Maximum [Member] | ||
Expected volatility | 110.00% | |
Risk-free interest rate | 1.21% | |
Expected term in years | 5 years | 5 years |
Options and Warrants (Details 2
Options and Warrants (Details 2) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning of the year | shares | 16,567,326 |
Granted | shares | 5,656,250 |
Exercised | shares | |
Forfeited | shares | |
Cancelled | shares | |
Expired | shares | (8,301,187) |
Outstanding and exercisable at end of the year | shares | 13,922,387 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Exercise Price [Roll Forward] | |
Outstanding at beginning of the year | $ / shares | $ 1.02 |
Granted | $ / shares | 0.08 |
Exercised | $ / shares | |
Forfeited | $ / shares | |
Cancelled | $ / shares | |
Expired | $ / shares | 1.06 |
Outstanding at end of the year | $ / shares | $ 0.61 |
Options and Warrants (Details 3
Options and Warrants (Details 3) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Expected volatility | 100.00% | |
Risk-free interest rate | 1.90% | |
Expected dividends | 0.00% | 0.00% |
Warrant [Member] | ||
Expected volatility | 110.10% | |
Risk-free interest rate | 1.58% | |
Expected dividends | 0.00% | |
Expected term in years | 3 years |
Options and Warrants (Details N
Options and Warrants (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 30, 2016 | Dec. 31, 2015 | Dec. 30, 2015 | Dec. 31, 2014 | |
Recorded expense | $ 1,064,086 | $ 887,173 | $ 2,046,074 | ||
Number of common shares reserved for future issuance | 846,771 | ||||
Number of common stock issued | 37,475,620 | 11,013,170 | |||
Common Stock [Member] | |||||
Number of common stock issued | 37,475,620 | 11,013,170 | |||
Warrant [Member] | |||||
Number of warrant exercised | 6,268,628 | ||||
Options and Warrants [Member] | |||||
Modified estimated fair values | $ 102,426 | ||||
Recorded expense | $ 64,552 | 515,436 | |||
Option modification expense | 102,426 | ||||
Employee Stock Option [Member] | |||||
Estimated unearned stock-based compensation | $ 9,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Former Interim 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 | 5,972 | (3,200) |
Monies owed to related party for services performed | 98,196 | 55,127 |
Monies paid, net | (99,045) | (45,955) |
Ending Balance | 5,123 | 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 | $ 3,942 |
Related Party Transactions (D69
Related Party Transactions (Details Narrative) - GlyEco Acquisition Corp. #1 [Member] - 2016 Unsecured Note [Member] - 5% Notes Subscription Agreement [Member] | Dec. 27, 2016USD ($) |
Principal balance | $ 1,000,000 |
Principal balance | 1,810,000 |
Exercise value of warrants | $ 5,656,250 |
Commitments and Contingencies70
Commitments and Contingencies (Details) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 268,199 |
2,018 | 230,028 |
2,019 | 209,709 |
2,020 | 210,396 |
2,021 | 212,502 |
Thereafter | 112,893 |
Total minimum lease payments | $ 1,243,727 |
Commitments and Contingencies71
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 22, 2016 | Jan. 08, 2016 | Dec. 28, 2015 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 24, 2017 |
Rent expense | $ 291,867 | $ 645,477 | |||||
Litigation settlement amount | $ 95,000 | ||||||
Negotiated payment | 250,000 | ||||||
Demand for payment to maintain access to the facility | $ 2,300,000 | ||||||
Payment to landlord | $ 335,000 | ||||||
Maximum [Member] | |||||||
Environmental remediation liabilities | 2,000,000 | ||||||
Minimum [Member] | |||||||
Environmental remediation liabilities | $ 1,000,000 | ||||||
GlyEco Acquisition Corp. #4 [Member] | LitigationCaseSignificantOutstanding1Member | |||||||
Name of the plantiff | Encore Petroleum, LLC. | ||||||
Domicile of litigation | Superior Court of New Jersey Law Division, Hudson County. | ||||||
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. |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details Narrative) | 12 Months Ended | |
Dec. 31, 2016USD ($)Number | Dec. 31, 2015USD ($)Number | |
Cash uninsured | $ | $ 0 | $ 0 |
More Than 10% Revenues [Member] | Customer Concentration Risk [Member] | ||
Numbers of customer | 1 | 1 |
Concentration Risk, Percentage | 33.00% | 18.00% |
More Than 10% Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Numbers of customer | 1 | 1 |
Concentration Risk, Percentage | 33.00% | 36.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |
Dec. 31, 2016 | Feb. 08, 2017 | |
Rights offering (In shares) | 5,000,000 | |
Maximum amount of right offering | $ 5,000,000 | |
Equity Incentive Program [Member] | Subsequent Event [Member] | ||
Number of shares new issue | 236,702 |