Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2017 | May 12, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMERICAN POWER GROUP Corp | |
Entity Central Index Key | 932,699 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 79,749,728 | |
Trading Symbol | APGI | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 988,559 | $ 211,201 |
Accounts receivable, trade, less allowance for doubtful accounts of $0 and $698 as of March 31, 2017 and September 30, 2016, respectively | 565,911 | 403,108 |
Inventory | 600,723 | 508,245 |
Note receivable, related party | 497,190 | 497,190 |
Prepaid expenses and other | 299,840 | 269,784 |
Total current assets | 2,952,223 | 1,889,528 |
Property and equipment, net | 3,603,559 | 3,790,365 |
Other assets: | ||
Seller’s note, related party, non-current | 797,387 | 797,387 |
Long term contracts, net | 366,667 | 406,667 |
Purchased technology, net | 116,667 | 141,667 |
Software development costs, net | 2,208,173 | 2,503,102 |
Other | 286,302 | 264,434 |
Total other assets | 3,775,196 | 4,113,257 |
Total assets | 10,330,978 | 9,793,150 |
Current liabilities: | ||
Accounts payable | 566,419 | 491,607 |
Accrued expenses | 2,003,218 | 1,496,879 |
Notes payable, current, net of discount and financing fees | 599,548 | 104,925 |
Notes payable, related parties, current, net of discount and financing fees | 2,896,344 | 744,614 |
Obligations due under lease settlement, current | 181,704 | 181,704 |
Total current liabilities | 6,247,233 | 3,019,729 |
Notes payable, net of current portion and net of debt discount and financing fees | 2,087,244 | 2,153,413 |
Notes payable, related parties, net of current portion and net of debt discount and financing fees | 2,829,780 | 2,741,368 |
Warrant liability | 5,489 | 37,285 |
Obligations due under lease settlement, non-current | 148,504 | 211,504 |
Total liabilities | 11,318,250 | 8,163,299 |
Stockholders' (deficit) equity: | ||
Preferred stock, $1.00 par value, 998,654 shares authorized, 0 shares issued and outstanding | ||
Common stock, $.01 par value, 350 million shares authorized, 79,599,395 shares and 75,055,296 issued and outstanding at March 31, 2017 and September 30, 2016 | 795,994 | 750,553 |
Additional paid-in capital | 75,533,170 | 74,564,138 |
Accumulated deficit | (77,317,852) | (73,686,256) |
Total stockholders’ (deficit) equity | (987,272) | 1,629,851 |
Total liabilities and stockholders' equity | 10,330,978 | 9,793,150 |
10% Convertible Preferred Stock [Member] | ||
Stockholders' (deficit) equity: | ||
Preferred stock, $1.00 par value, 998,654 shares authorized, 0 shares issued and outstanding | 740 | 740 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' (deficit) equity: | ||
Preferred stock, $1.00 par value, 998,654 shares authorized, 0 shares issued and outstanding | 52 | 52 |
Series D Convertible Preferred Stock [Member] | ||
Stockholders' (deficit) equity: | ||
Preferred stock, $1.00 par value, 998,654 shares authorized, 0 shares issued and outstanding | 22 | 22 |
Series D-2 Convertible Preferred Stock [Member] | ||
Stockholders' (deficit) equity: | ||
Preferred stock, $1.00 par value, 998,654 shares authorized, 0 shares issued and outstanding | 397 | 397 |
Series D-3 Convertible Preferred Stock [Member] | ||
Stockholders' (deficit) equity: | ||
Preferred stock, $1.00 par value, 998,654 shares authorized, 0 shares issued and outstanding | $ 205 | $ 205 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 |
Allowance for doubtful accounts | $ 0 | $ 698 |
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 998,654 | 998,654 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 350,000,000 | 200,000,000 |
Common stock, shares issued | 79,599,395 | 75,055,296 |
Common stock, shares outstanding | 79,599,395 | 75,055,296 |
10% Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 1,146 | 1,146 |
Preferred stock, shares issued | 740 | 740 |
Preferred stock, shares outstanding | 740 | 740 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 275 | 275 |
Preferred stock, shares issued | 52 | 52 |
Preferred stock, shares outstanding | 52 | 52 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 22 | 22 |
Preferred stock, shares issued | 22 | 22 |
Preferred stock, shares outstanding | 22 | 22 |
Series D-2 Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 400 | 400 |
Preferred stock, shares issued | 397 | 397 |
Preferred stock, shares outstanding | 397 | 397 |
Series D-3 Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 210 | 210 |
Preferred stock, shares issued | 205 | 205 |
Preferred stock, shares outstanding | 205 | 205 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Net sales | $ 1,112,936 | $ 608,526 | $ 1,546,789 | $ 1,103,176 |
Cost of sales | 1,014,205 | 924,777 | 1,692,214 | 1,710,783 |
Gross profit (loss) | 98,731 | (316,251) | (145,425) | (607,607) |
Operating expenses: | ||||
Selling, general and administrative | 1,295,700 | 986,138 | 2,359,920 | 1,991,034 |
Operating loss from continuing operations | (1,196,969) | (1,302,389) | (2,505,345) | (2,598,641) |
Non-operating income (expense) | ||||
Interest and financing costs | (303,946) | (181,706) | (554,597) | (384,759) |
Interest - discount on contingent convertible promissory notes - warrants | (906,874) | |||
Interest - discount on contingent convertible promissory notes - beneficial conversion feature | (649,813) | |||
Interest income | 33,077 | 33,611 | 66,690 | 78,813 |
Revaluation of warrants | 249 | 7,060 | 31,796 | 201,321 |
Other, net | 7,455 | (43,823) | 19,598 | (92,112) |
Non-operating expense, net | (263,165) | (184,858) | (436,513) | (1,753,424) |
Net loss | (1,460,134) | (1,487,247) | (2,941,858) | (4,352,065) |
Series D, Convertible Preferred stock beneficial conversion feature | (1,257,178) | (1,257,178) | ||
Net loss available to Common stockholders | $ (1,810,660) | $ (3,079,508) | $ (3,631,596) | $ (6,228,771) |
Net loss per share - basic and diluted | $ (0.02) | $ (0.02) | $ (0.04) | $ (0.08) |
Net loss per Common share - 10% Preferred dividend | (0.01) | (0.01) | (0.01) | (0.01) |
Net loss per Common Share - Series D Convertible Preferred Stock beneficial conversion feature | (0.02) | (0.02) | ||
Net loss attributable to Common stockholders per share - basic and diluted | $ (0.03) | $ (0.05) | $ (0.05) | $ (0.11) |
Weighted average shares outstanding: | ||||
Basic and diluted | 77,936,003 | 57,628,138 | 76,493,003 | 56,476,616 |
10% Convertible Preferred Stock [Member] | ||||
Non-operating income (expense) | ||||
10% Convertible Preferred dividends | $ (350,526) | $ (335,083) | $ (689,738) | $ (619,528) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) - 6 months ended Mar. 31, 2017 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Sep. 30, 2016 | $ 1,416 | $ 750,553 | $ 74,564,138 | $ (73,686,256) | $ 1,629,851 |
Beginning balance, shares at Sep. 30, 2016 | 1,416 | 75,055,296 | |||
Compensation expense associated with stock options | 61,221 | 61,221 | |||
Fair value of warrants issued for forbearance | 371,961 | 371,961 | |||
Fair value of warrants issued for services rendered | 17,175 | 17,175 | |||
Common stock issued for amounts due | $ 6,500 | 58,500 | 65,000 | ||
Common stock issued for amounts due, shares | 650,000 | ||||
Common stock issued for 10% Convertible Preferred stock dividend | $ 38,941 | 460,175 | (358,368) | 140,748 | |
Common stock issued for 10% Convertible Preferred stock dividend, shares | 3,894,099 | ||||
10% Convertible Preferred stock accrued but not paid | (331,370) | (331,370) | |||
Net loss | (2,941,858) | (2,941,858) | |||
Ending balance at Mar. 31, 2017 | $ 1,416 | $ 795,994 | $ 75,533,170 | $ (77,317,852) | $ (987,272) |
Ending balance, shares at Mar. 31, 2017 | 1,416 | 79,599,395 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (2,941,858) | $ (4,352,065) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Revaluation of warrants | (31,796) | (201,321) |
Interest - discount on contingent convertible promissory notes - warrants | 906,874 | |
Interest - discount on contingent convertible promissory notes - beneficial conversion feature | 649,813 | |
Inventory valuation allowance | 104 | 2,346 |
Shares issued in lieu of wages | 11,001 | |
Shares issued in lieu of expenses | 65,000 | |
Loss on disposal of property and equipment | 266 | 7,244 |
Depreciation expense | 194,807 | 201,566 |
Amortization of warrants issued for services | 5,447 | 1,992 |
Amortization of debt discount, bank | 54,820 | |
Amortization of debt discount, related party note | 46,164 | |
Amortization of deferred financing costs | 103,909 | 23,917 |
Stock compensation expense | 61,221 | 40,311 |
(Recovery of) and provision for bad debts | (698) | (2,852) |
Amortization of software costs | 366,906 | 361,300 |
Amortization of long term contracts | 40,000 | 40,000 |
Amortization of purchased technology | 25,000 | 25,000 |
Increase in assets: | ||
Accounts receivable | (162,105) | 411,266 |
Inventory | (92,582) | (40,230) |
Prepaid and other current assets | 99,760 | 25,388 |
Other assets | (73,231) | (21,988) |
Decrease in liabilities: | ||
Accounts payable | 74,812 | (557,652) |
Accrued expenses | 252,717 | 604,897 |
Net cash used in operating activities | (1,911,337) | (1,863,193) |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment | 38,000 | |
Note receivable, related party | 50,000 | |
Purchase of property and equipment | (8,267) | (181,742) |
Software development costs | (71,977) | (129,496) |
Net cash (used in) provided by investing activities | (80,244) | (223,238) |
Cash flows from financing activities: | ||
Proceeds from sales of Series D Convertible Preferred stock, net of fees | 2,152,131 | |
Proceeds from line of credit | 335,000 | 200,000 |
Repayment of notes payable | (121,061) | (435,002) |
Proceeds from convertible notes payable, related party | 2,555,000 | |
Proceeds from notes payable, related party | 500,000 | |
Repayment of notes payable, related party | (48,306) | |
Net cash provided by financing activities | 2,768,939 | 2,368,823 |
Net increase in cash and cash equivalents | 777,358 | 282,392 |
Cash and cash equivalents at beginning of year | 211,201 | 67,162 |
Cash and cash equivalents at end of period | 988,559 | 349,554 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 77,685 | 300,024 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Contingent convertible promissory notes and accrued interest converted into Series C Convertible Preferred Stock | 2,569,515 | |
Warrants issued | 371,961 | |
Shares issued for preferred stock dividend | 140,748 | 231,331 |
Equipment received in lieu of payment on note receivable | 190,000 | |
Construction in progress expenditures included in accounts payable | 331,370 | 92,381 |
Insurance premiums financed with short-term debt | 68,480 | |
Dividends included in accrued expenses | 66,725 | 59,866 |
Capitalized interest included in construction in progress | 17,175 | 36,787 |
Software development costs included in accounts payable | $ 23,459 |
Nature of Operations, Risks, an
Nature of Operations, Risks, and Uncertainties | 6 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations, Risks, and Uncertainties | 1. Nature of Operations, Risks, and Uncertainties American Power Group Corporation (together with its subsidiaries “we”, “us” or “our”) was originally founded in 1992 and has operated as a Delaware corporation since 1995. Recent Developments During the six months ended March 31, 2017, an existing shareholder and investors affiliated with members of our Board of Directors loaned us $565,000 under short term 10% promissory notes which were subsequently converted, along with an existing $50,000 loan from an officer into the January 2017 private placement noted below. On January 27, 2017, we issued $2.6 million of 10% Subordinated Contingent Convertible Promissory Notes to several existing shareholders, members of management and investors affiliated with members of our Board of Directors. We may issue up to $395,000 in additional notes under the terms of this private placement. Unless the terms of these notes are amended through mutual agreement, these notes are automatically convertible, subject to shareholder approval of an increase in the number of authorized shares of our Common Stock from 350 million to a minimum of 600 million, into shares of a new proposed Series E 12.5% Convertible Preferred Stock at a conversion price of $100,000 per share. Each share of Series E Convertible Preferred Stock would be convertible into shares of our Common Stock at a conversion price of $0.10 per share. Upon the conversion of the notes into shares of Series E Preferred Stock, we will issue to each investor a ten-year warrant to purchase a number of shares of Common Stock equal to ten times the number of shares issuable upon conversion of the Series E Preferred Stock, exercisable at $0.10 per share. Concurrent with the closing of the financing, Neil Braverman became our new Chairman of the Board of Directors replacing Maurice Needham, who will remain as a Director. Matthew Van Steenwyk was appointed by the Board of Directors as Lead Strategic Director with more direct focus on helping to optimize the strategic marketing initiatives for the Company. In connection with this financing, WPU Leasing, LLC agreed on January 27, 2017 to defer all current and future cash interest and principal payments due under approximately $1.8 million of notes until such time as our Board of Directors determines we are in a position to resume normal payments, but no later than such time as we are EBITDA positive at a Corporate level for two consecutive quarters. In addition, WPU amended its notes, effective as of December 1, 2016, to reduce the current normal interest rate from 22.2% to 15% and eliminate the penalty interest provision. On January 27, 2017, in consideration of WPU agreements and waivers, we issued WPU’s members ten year warrants to purchase an aggregate of 3,538,172 shares of our Common Stock at an exercise price of $.10 per share. As of May 15, 2017, we have an industry-leading 503 overall approvals from the Environmental Protection Agency (“EPA”) including 47 approvals for engine families with SCR (selective catalytic reduction) technology. We believe that of the approximately 2 million Class 8 trucks operating in North America, an estimated 600,000 to 700,000 Class 8 trucks fall into the Inside Useful Life designation. We have also received State of California Air Resources Board (“CARB”) Executive Order Certifications for Volvo/Mack D-13/MP8 (2010-2013), Cummins ISX (2010-2012) and Detroit Diesel DD15 (2010-2012) engine models for the heavy-duty diesel engine families ranging from 375HP to 600HP. Nature of Operations, Risks, and Uncertainties Dual Fuel Technology Subsidiary - American Power Group, Inc. Our patented dual fuel conversion system is a unique external fuel delivery enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility, depending on the circumstances, to run on: ● Diesel fuel and compressed natural gas (CNG) or liquefied natural gas (LNG); ● Diesel fuel and pipeline gas, well-head gas or approved bio-methane; or ● 100% diesel. Our proprietary technology seamlessly displaces up to 75% (average displacement ranges from 40% to 65%) of the normal diesel fuel consumption with various forms of natural gas. Installation requires no engine modification, unlike the more expensive fuel injected alternative fuel systems in the market. By displacing highly polluting and expensive diesel fuel with inexpensive, abundant and cleaner burning natural gas, a user can: ● Reduce fuel and operating costs by 5% to 15%; ● Reduce toxic emissions such as nitrogen oxide (NOX), carbon monoxide (CO) and fine particulate emissions; and ● Enhance the engine’s operating life, since natural gas is a cleaner burning fuel source. Primary end market applications include both primary and back-up diesel generators as well as heavy-duty vehicular diesel engines. Wellhead Gas Flare Capture and Recovery Services Division - NGL Services, a division of American Power Group, Inc. When oil is extracted from shale, a mixture of hydrocarbon gases (methane, ethane, propane, butane, pentane and other heavy gases) reach the surface at each well site. These gases are either gathered in low-pressure pipelines for downstream natural gas liquids (“NGL”) and methane extraction by large mid-stream processing companies or flared into the atmosphere when the gas-gathering infrastructure is too far away (remote well sites) or the pipeline is insufficient to accommodate the volumes of associated gas (stranded well sites). Many areas in North America are facing significant state imposed penalties and restrictions associated with the elimination of flared well head gas by oil and gas production companies. In August 2015, we entered the flare gas capture and recovery business through a relationship with Trident Resources, LLC whereby Trident exclusively licensed to us its proprietary next generation NGL compression/refrigeration process. The proprietary Trident NGL capture and recovery process captures and converts a higher percent of the gases at these remote and stranded well sites, with its mobile and modular design when compared to other competitive capture technologies. NGL’s can be sold to a variety of end markets for heating, emulsifiers, or as a combined NGL liquid called Y Grade that can be sold to midstream companies who separate the liquids into their final commodities. The majority of the remaining associated gas is comprised of methane which is currently not sold but, if further processed, can produce pipeline grade natural gas for use in stationary and vehicular engines utilizing APG’s Fueled By Flare™ dual fuel solution. This process is designed to capture and separate the methane flare in order to produce a premium quality natural gas capable of being compressed and used for many natural gas applications including both stationary and vehicular APG dual fuel conversions. During the six months ended March 31, 2017, revenues from our NGL Division were $0 as we continue to market our flare capture and recovery services primarily in the Bakken region of North Dakota. Liquidity and Management’s Plans As of March 31, 2017, we had $988,559 cash and cash equivalents and a working capital deficit of $3,295,010, which reflects the inclusion of $2,600,000 of Subordinated Contingent Convertible Promissory Notes issued on January 27, 2017. The accompanying financial statements have been prepared on a basis that assumes we will continue as a going concern and that contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We continue to incur recurring losses from operations, which raises substantial doubt about our ability to continue as a going concern unless we secure additional capital to fund our operations as well as implement initiatives to reduce our cash burn in light of lower diesel/natural gas price spreads and the impact it has had on our business as well as the slower than anticipated ramp of our flare capture and recovery business. Management understands that our continued existence is dependent on our ability to generate positive operating cash flow, achieve profitability on a sustained basis and generate improved performance. We have historically funded our operations primarily through debt and equity issuances. Management is currently pursuing several additional financing options to fund our operations and believes that we will be successful in raising additional capital. No assurances can be given, however that additional capital will be available on terms acceptable to the Company or at all. The accompanying financial statements do not include any adjustments that might result from the outcome of the uncertainty. Based on the information discussed below, including the $2.6 million of additional capital received between November 2016 and January 2017, our fiscal 2017 operating plan, the cash saving initiatives that have been implemented below and anticipated cash flows from operations, including the collection of the Trident Resource’s note receivable, interest and fees of approximately $654,000 , we believe we will have sufficient resources to satisfy our cash requirements through the first quarter of fiscal 2018. In order to ensure our future viability beyond that point, management has implemented or is in the process of implementing the following actions: A. 10% Contingent Convertible Promissory Notes and Series E Convertible Preferred Stock During the three months ended December 31, 2016, an existing shareholder and investors affiliated with members of our Board of Directors loaned us $565,000 under short term 10% promissory notes which were subsequently converted, along with an existing $50,000 loan from an officer into the January 2017 private placement noted below. On January 27, 2017, we issued $2.6 million of 10% Subordinated Contingent Convertible Promissory Notes to several existing shareholders, members of management and investors affiliated with members of our Board of Directors. We may issue up to $395,000 in additional notes under the terms of this private placement. These notes are automatically convertible, subject to shareholder approval of an increase in the number of authorized shares of our Common Stock from 350 million to a minimum of 600 million, into shares of a new proposed Series E 12.5% Convertible Preferred Stock at a conversion price of $100,000 per share. Each share of Series E Convertible Preferred Stock would be convertible into shares of our Common Stock at a conversion price of $0.10 per share. Upon the conversion of the notes into shares of Series E Preferred Stock, we will issue to each investor a ten-year warrant to purchase a number of shares of Common Stock equal to ten times the number of shares issuable upon conversion of the Series E Preferred Stock, exercisable at $0.10 per share. B. Deferment of WPU Leasing Payments and Cash Dividend Payments In connection with the financing discussed above, WPU Leasing, LLC agreed to defer all current and future cash interest and principal payments due under approximately $1.8 million of notes until such time as our Board of Directors determines we are in a position to resume normal payments but no later than such time as we are EBITDA positive at a Corporate level for two consecutive quarters. In addition, WPU amended its notes, effective as of December 1, 2016, to reduce the current normal interest rate from 22.2% to 15% and eliminate the penalty interest provision. On January 27, 2017, in consideration of WPU agreements and waivers, we issued WPU’s members ten year warrants to purchase an aggregate of 3,538,172 shares of our Common Stock at an exercise price of $.10 per share. These changes will reduce our cash outflow commitments by approximately $760,000 on an annual basis. Our Board of Directors has determined that our cash resources are not currently sufficient to permit the payment of cash dividends with respect of our Convertible Preferred Stock and suspended the payment of cash dividends, commencing with the dividend payable on September 30, 2015. During the six months ended March 31, 2017 certain stockholders agreed to accept 2,820,472 shares of Common Stock valued at approximately $358,000 in lieu of cash dividends, representing 52% of all dividends due during the period, and 1,073,627s hares of Common Stock valued at $141,000 for dividends due in previous fiscal periods. Since September 30, 2015, we have issued shares of our Common Stock valued at approximately $2.3 million in lieu of cash dividends and have approximately $512,000 in accrued dividends at March 31, 2017. C. New Iowa State Bank Credit Facility In September 2016, we entered into a new $3 million ten year term loan agreement and a new $500,000 working capital line of credit with Iowa State Bank in which we refinanced approximately $2,835,000 due to the bank under existing loan agreements. In conjunction with the new credit facility, Iowa State Bank reduced our interest rate on both loans from a minimum of 8% to 4% on the term loan (for the initial three years) based on the Wall Street Journal U.S. Prime plus 0.5% (4.5% at March 31, 2017) on the working capital line. We had no additional availability under our working capital line at March 31, 2017. D. Amendment of Trident Promissory Note In December 2015, we amended the terms of the $1.716 million of secured notes payable to Trident Resources so that we are not required to make payments under the note until such time as the two NGL processing systems purchased from Trident are producing a minimum of 200,000 gallons of saleable product on a monthly basis. The original notes would have required cumulative payments through March 2017 of approximately $1.03 million. Based on our fiscal 2017 operating plan this amendment is expected to save us approximately $342,000 during fiscal 2017 as compared to the original terms. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The consolidated financial statements include the accounts of American Power Group Corporation and our wholly-owned subsidiary, American Power Group, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying interim financial statements at March 31, 2017 are unaudited and should be read in conjunction with the financial statements and notes thereto for the fiscal year ended September 30, 2016 included in our Annual Report on Form 10-K. The balance sheet at September 30, 2016 has been derived from the audited financial statements as of that date; certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the Securities and Exchange Commission rules and regulations, although we believe the disclosures which have been made herein are adequate to ensure that the information presented is not misleading. The results of operations for the interim periods reported are not necessarily indicative of those that may be reported for a full year. In our opinion, all adjustments which are necessary for a fair statement of our financial position as of March 31, 2017 and the operating results for the interim periods ended March 31, 2017 and 2016 have been included. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | 3. Recently Issued Accounting Pronouncements Revenue from Contracts with Customers Going Concern Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern Debt Issuance Costs. Inventory Measurement. Leases. Leases (Topic 842) Revenue Standard’s Principal-Versus-Agent Guidance. Revenue Recognition: Clarifying the new Revenue Standard’s Principal-Versus-Agent Guidance Share-Based Compensation Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting |
Receivables
Receivables | 6 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
Receivables | 4. Receivables Accounts Receivable Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. Management determines the allowance for doubtful accounts by regularly evaluating past due individual customer receivables and considering a customer’s financial condition, credit history, and the current economic conditions. Individual accounts receivable are written off when deemed uncollectible, with any future recoveries recorded as income when received. Note Receivable, Related Party On June 30, 2015, we entered into a Loan and Security Agreement with Trident Resources, LLC, pursuant to which we loaned Trident $737,190 under the terms of a 6% senior secured demand promissory note due September 30, 2015. The note is secured by a first priority security interest in all of Trident’s assets and has been guaranteed on a secured basis by Trident’s sole owner. During the six months ended March 31, 2016, Trident repaid $240,000 of the outstanding principal balance. On December 1, 2015, we amended and restated the note to extend the maturity until December 31, 2015 and provide for certain additional penalties in the event of any default under such note, including a 5% penalty for late payment. At March 31, 2017, the outstanding principal balance was $497,190 and accrued interest and late fees were approximately $154,000. As of May 15, 2017, Trident has made no additional payments and as a result we have commenced legal action to pursue collection of the outstanding balance against Trident as well as its owner who has personally guaranteed Trident’s obligations under the note. We believe the value of the collateral pledged by Trident or its owner equals or exceeds the balance due and therefore believe no reserve for uncollectibility is necessary as of March 31, 2017. Seller’s Note Receivable, Related Party In conjunction with the July 2009 acquisition of substantially all the American Power Group operating assets, we acquired a promissory note from the previous owners of American Power Group (renamed M&R Development, Inc.), payable to us, in the principal amount of $797,387. The note, which was subsequently amended, bears interest at the rate of 5.5% per annum and was based on the difference between the assets acquired and the consideration given. M&R is not required to make any payments under the note until such time as we begin to make royalty payments under our technology license (see Note 6) and at that time, the aggregate principal amount due under the note is to be paid in eight equal quarterly payments plus interest. Those payments will be limited to a maximum of 50% of any royalty payment due M&R on a quarterly basis. No payments have been made under the note as of March 31, 2017. We have classified 100% of the balance as long term. We consider this a related party note as one of the former owners of American Power Group is now an employee of ours. |
Inventory
Inventory | 6 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory Raw material inventory primarily consists of dual fuel conversion components. Work in progress includes materials, labor and direct overhead associated with incomplete dual fuel conversion projects. As of March 31, 2017 and September 30, 2016, we recorded an inventory valuation allowance of $279,476 and $279,580. All inventory is valued at the lower of cost or market on the first-in first-out (FIFO) method. Inventory consists of the following: March 31, 2017 September 30, 2016 Raw materials $ 558,833 $ 507,035 Finished goods 41,890 1,210 Total inventory $ 600,723 $ 508,245 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets We review intangibles for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of our intangible assets below their carrying value. In conjunction with the exclusive license agreement from Trident, we recognized $300,000 associated with the execution of the agreement. The value is being amortized on a straight line basis over an estimated useful life of 120 months. Amortization expense associated with the long term technology license agreement is $7,500 and $15,000 for the three and six months ended March 31, 2017 and 2016, respectively. Accumulated amortization was $50,000 and $35,000 at March 31, 2017 and September 30, 2016, respectively. In conjunction with the American Power Group acquisition and license agreement, we recorded intangible assets of $500,000 associated with the execution of a long term technology license agreement and $500,000 associated with the purchase of the dual fuel conversion technology. Both values are being amortized on a straight line basis over an estimated useful life of 120 months. Amortization expenses associated with the long term technology license agreement and the purchased dual fuel conversion technology were $25,000 and $50,000 for the three and six months ended March 31, 2017 and 2016, respectively. Accumulated amortization was $766,667 and $716,667 at March 31, 2017 and September 30, 2016, respectively. In conjunction with the 10% Convertible Preferred Stock financing in April 2012, we amended the M&R technology license agreement to modify the calculation and the timing of the royalty payments. Under this amendment, effective April 27, 2012, the monthly royalty due is the lesser of 10% of net sales or 30% of pre-royalty EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization). No royalties will be earned or due until such time as our cumulative EBITDA commencing April 1, 2012 is positive on a cumulative basis. During the three and six months ended March 31, 2017 and 2016, we incurred $0 royalties to M&R. A critical component of our dual fuel aftermarket conversion solution is the internally developed software component of our electronic control unit. The software allows us to seamlessly and constantly monitor and control the various gaseous fuels to maximize performance and emission reduction while remaining within all original OEM diesel engine performance parameters. We have developed a base software application and EPA testing protocol for both our Outside Useful Life (“OUL”) and Intermediate Useful Life (“IUL”) engine applications, which will be customized for each engine family approved in order to maximize the performance of the respective engine family. As of March 31, 2017, we have capitalized $4,681,199 of development costs associated with our OUL ($1,943,880) and IUL ($2,737,319) applications, which will be amortized on a straight line basis over an estimated useful life of 60 months for OUL applications and 84 months for IUL applications. Amortization costs for the three months ended March 31, 2017 and 2016 were $182,686 and $180,888, respectively. Amortization costs for the six months ended March 31, 2017 and 2016 were $366,906 and $361,300, respectively. Accumulated amortization was $2,473,026 at March 31, 2017 and $2,106,120 September 30, 2016, respectively. Amortization expense associated with intangibles during the next five years is anticipated to be: NGL Services Dual Fuel Twelve months ending March 31: Contracts Contracts Technology Software Development Total 2018 $ 30,000 $ 50,000 $ 50,000 $ 669,414 $ 799,414 2019 30,000 50,000 50,000 467,362 597,362 2020 30,000 16,667 16,667 365,824 429,158 2021 30,000 — — 332,758 362,758 2022 30,000 — — 270,509 300,509 2023 and thereafter 100,000 — — 102,306 202,306 $ 250,000 $ 116,667 $ 116,667 $ 2,208,173 $ 2,691,507 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property, Plant and Equipment Property, plant and equipment consist of the following: March 31, 2017 September 30, 2016 Estimated Useful Lives Leasehold improvements $ 127,087 $ 127,087 5 years Machinery and equipment 3,127,904 3,133,075 3 - 10 years Construction in progress 1,902,654 1,902,654 Less accumulated depreciation (1,554,086 ) (1,372,451 ) $ 3,603,559 $ 3,790,365 Construction in progress is related to well processing units used in our NGL Division. We are currently working with prospective customers to place this equipment in service. We believe that no impairment exists at this time. |
Product Warranty Costs
Product Warranty Costs | 6 Months Ended |
Mar. 31, 2017 | |
Guarantees [Abstract] | |
Product Warranty Costs | 8. Product Warranty Costs We provide for the estimated cost of product warranties for our dual fuel products at the time product revenue is recognized. Factors that affect our warranty reserves include the number of units sold, historical and anticipated rates of warranty repairs, and the cost per repair. We assess the adequacy of the warranty provision and we may adjust this provision if necessary. During the six months ending March 31, 2017, costs charged and product warranty claims have remained consistent with prior year costs and claims. Warranty accrual is included in accrued expenses. The following table provides the detail of the change in our product warranty accrual relating to dual fuel products as of: Six Months Ended Twelve Months Ended March 31, 2017 September 30, 2016 Warranty accrual at the beginning of the period $ 188,713 $ 167,180 Charged to costs and expenses relating to new sales 20,582 51,754 Costs of product warranty claims (12,640 ) (30,221 ) Warranty accrual at the end of period $ 196,655 $ 188,713 |
Notes Payable_Credit Facilities
Notes Payable/Credit Facilities | 6 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable/Credit Facilities | 9. Notes Payable/Credit Facilities The following summarizes our notes payable as of March 31, 2017 and September 30, 2016. Notes payable consists of the following at: March 31, 2017 September 30, 2016 Revolving line of credit, Iowa State Bank, secured by Security Agreement, Business Loan Agreement and guaranty from two related party shareholders dated September 14, 2016, with an interest rate of 4.25%, with interest payments due monthly and principal due September 14, 2017 $ 500,000 $ 165,000 Term note payable, Iowa State Bank, secured by Security Agreement and Business Loan Agreement dated September 14, 2016 and guaranty from two related party shareholders, with an interest rate of 4%, requiring monthly payments of $30,659, beginning December 14, 2016. The maturity date of the loan is November 14, 2026. 2,944,218 3,000,000 Other unsecured term note payable with interest rate ranging from 3.34% to 4.03%, requiring monthly payments of principal and interest with due dates ranging from June 2017 to September 2017 40,474 39,028 3,484,692 3,204,028 Less current portion (793,610 ) (391,496 ) Less unamortized discount and deferred financing fees, net of current (603,838 ) (659,119 ) Notes payable, non-current portion $ 2,087,244 $ 2,153,413 Refinancing of Credit Facility On September 14, 2016, we entered into a new $3 million term loan agreement and new $500,000 working capital line of credit with Iowa State Bank in which we refinanced approximately $2,835,000 due to the bank under existing loan agreements. Under the terms of the new term loan we will make (i) 36 consecutive monthly payments of $30,659, beginning on December 14, 2016, which includes interest at the rate of 4.0% per annum, followed by (ii) 84 consecutive monthly payments of $30,659, beginning on December 14, 2019, adjusted to reflect an interest rate equal to the Wall Street Journal U.S. Prime Rate plus 0.5%. The final payment of all principal and accrued interest on the term loan is due on November 14, 2026. In addition, Iowa State Bank has provided a new $500,000 working capital line of credit which has an initial expiration of September 14, 2017 and bearing interest at a rate equal to the Wall Street Journal U.S. Prime Rate plus 0.5% (4.5% as of March 31, 2017). The maximum amount we may borrow from time to time under the line of credit remains equal to lesser of (i) the sum of 70% of our eligible accounts receivable, other than accounts receivable outstanding for more than 90 days, and 50% of the value of our inventory, or (ii) $500,000. As of March 31, 2017, the balance on the line of credit was $500,000 and we had no additional availability under the line. Our obligations under this credit facility are secured by the grant of a first priority security interest in all of our assets, and the limited personal guarantees of two of our Directors. These security arrangements replaced several prior security agreements including (i) our commitment to issue up to 2,000,000 shares of Common Stock to Iowa State Bank in the event of a payment default, and (ii) a stock pledge of a total of 500,000 shares of our Common Stock owned by a Director and two members of our management team. Amounts borrowed under the credit facility are subject to acceleration upon certain events of default, including: (i) any failure to pay when due any amount owed under the facility; (ii) any failure to keep the collateral insured; (iii) any attempt by any other creditor of ours to collect any indebtedness through court proceedings; (iv) any assignment for the benefit of creditors by us, or our insolvency; (v) the institution of certain bankruptcy proceedings by or against us; (vi) any breach by us of any covenant in the documents related to the credit facility; and (vii) any other occurrence that either significantly impairs the value of the collateral or causes Iowa State Bank to reasonably believe that they will have difficultly collecting the amounts borrowed under the credit facility. As a result of refinancing the credit facility, we recorded a $497,492 loss on modification of debt during the fiscal year ended September 30, 2016. This amount includes $718,161 recorded as a discount to the principal amount of the Credit Facility, which is being accreted to interest expense over the term of the facility using the effective interest method, $22,055 of original debt issuance costs expensed at the time of the refinancing, and $1,143,598 in warrants issued to the Guarantors as consideration for their guarantee. The warrants were valued using the Black-Scholes pricing model with the following assumptions; dividend yield 0%; risk-free interest rate of 1.2%; volatility of approximately 73%, and expected term of 5 years. See Note 13, “Fair Value Measurements,” for further discussion regarding the recorded value of the credit facility. Agreements with the Guarantors As described above, two of our Directors have each agreed, severally and not jointly, to guaranty the payment of up to $1,750,000 of our obligations under the credit facility, including the payment of principal, interest and all costs of collection. We entered into a Credit Support Agreement with these Directors pursuant to which, in consideration of the guarantees, we issued each of these Directors a ten year warrant to purchase up to 6,950,000 shares of our Common Stock, at an initial exercise price of $.20 per share. Each warrant may be exercised at any time during the term for up to 5,560,000 shares with the remaining 1,390,000 additional shares becoming exercisable based on any the following conditions: (i) if Iowa State Bank initiates any action to enforce the Director’s guaranty, (ii) if the Directors, elect to repay, on our behalf, all of the obligations due under the credit facility before September 13, 2019 or (iii) in the absence of either of the foregoing events if their guarantees have not been released by Iowa State Bank prior to September 13, 2019. The guarantors have agreed that if they payoff Iowa State Bank prior to September 13, 2019 they will succeed to all of the rights and interests of Iowa State Bank as the lender and secured party under all agreements, promissory notes and other instruments which comprise the credit facility. Unless otherwise agreed by us, no other term or condition of the credit facility will be deemed to amended or restated. If the guarantor’s payoff Iowa State Bank after September 13, 2019, they have the right to receive shares of our Common Stock (valued at the 20 day volume weighted average price prior to payment) equal to the amount paid plus a warrant to purchase a number of shares (at the same 20 day volume weighted average price) equal to the shares of Common Stock issued in payment of the bank obligations. |
Notes Payable, Related Parties
Notes Payable, Related Parties | 6 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable, Related Parties | 10. Notes Payable, Related Parties The following summarizes our notes payable as of March 31, 2017 and September 30, 2016. Notes payable consists of the following at: March 31, 2017 September 30, 2016 Term note payable, Trident Resources, LLC, secured by liens on equipment with an interest rate of 6.0% and requiring 48 monthly payments. Payment start date is tied to production goals. $ 1,716,500 $ 1,716,500 Term note payable, WPU Leasing LLC, secured by liens on equipment with an interest rate of 15.0% with a due dates of August 31, 2019 and October 31, 2019. 1,758,484 1,758,484 10% Contingent convertible notes payable, due July 27, 2017 2,605,000 — Officer’s 10% promissory note, due September 30, 2017 — 50,000 6,079,984 3,524,984 Less current portion (2,896,344 ) (744,614 ) Less unamortized discount and deferred financing fees, net of current (353,860 ) (39,002 ) Notes payable, non-current portion $ 2,829,780 $ 2,741,368 Notes Payable-Related Party-Trident Resources, LLC On August 12, 2015, we purchased two processing systems from Trident Resources, LLC for $1,716,500. We issued Trident a promissory note for $832,000, which was payable in 12 equal monthly installments of principal and interest at 6.75% commencing September 20, 2015 and a second secured promissory note for $884,500, which was payable in 36 equal monthly installments of principal and interest at 6% commencing September 20, 2016. These notes are secured by liens on the purchased equipment. As of December 1, 2015, we amended and restated these two secured promissory notes and combined the obligations of the original notes into a new note for $1,716,500 which bears interest at 6% per year with 48 monthly payments of principal and interest estimated to initially begin on August 31, 2016 assuming the Trident NGL Services division meets specified production goals in the preceding month. If these production goals are not met, the new note provides that we may defer payments otherwise due in any month following a month in which the production goals are not met to the maturity date, without incurring any additional interest. The amended and restated note also permits us to offset against amounts otherwise due under such note in the event of any default by Trident under its promissory note to the Company. As of March 31, 2017, no principal or interest payments have been made on this note and we have accrued interest of $172,412 associated with this note, which is included in accrued expenses. Financing Agreement -WPU Leasing, LLC In January 2016, WPU Leasing agreed to defer cash payments on approximately 70% of the $1.9 million of debt outstanding. The deferral of payments reduced our cash outflow commitments by approximately $500,000 during fiscal 2016 and as noted below, WPU has agreed to defer subsequent payments due beyond fiscal 2016. WPU Leasing had the option, starting June 30, 2016, of taking deferred and current payments in shares of our Common Stock (based on the 20 day volume weighted average price prior to conversion) which would positively impact our cash flow position going forward. At June 30, 2016, a member of WPU Leasing, LLC which is affiliated with one of our Directors agreed to accept 1,209,857 shares of Common Stock (valued at $.14 per share) in lieu of cash for deferred principal and interest payments due as of June 30, 2016 of $169,379. No other payments have been made since June 30, 2016. As of March 31, 2017 and September 30, 2016, we have accrued interest associated with this note of $398,200 and $238,953, respectively. These amounts are included in accrued expenses. In consideration of WPU Leasing’s commitment under our financing agreement, we issued to WPU Leasing’s members warrants to purchase up to the lesser of (i) an aggregate of 3,250,000 shares of our Common Stock or (ii) one share of Common Stock for each dollar borrowed by us under the agreement. During the fiscal year ended September 30, 2016, we terminated warrants to purchase 1,325,000 shares of Common Stock due to the fact WPU Leasing had not provided the remaining $1.325 million of its commitment. The warrants are exercisable at a price of $.20 per share for a period of four years from the date of issue and may be exercised on a cashless basis. We determined the value of these warrants using the Black-Scholes option pricing model and recorded deferred financing costs of $86,923, which are being amortized over the term of the finance agreement. In connection with the January 2017 private placement, WPU Leasing agreed to defer all current and future cash interest and principal payments due under approximately $1.8 million of notes until such time as our Board of Directors determines we are in a position to resume normal payments but no later than such time as we are EBITDA positive at a Corporate level for two consecutive quarters. In addition, WPU amended its notes, effective as of December 1, 2016, to reduce the current normal interest rate from 22.2% to 15% and eliminate the penalty interest provision. On January 27, 2017, in consideration of WPU Leasing’s agreements and waivers, we issued WPU’s members ten year warrants to purchase an aggregate of 3,538,172 shares of our Common Stock at an exercise price of $.10 per share. Using the Black-Scholes model, we determined the fair value of the warrants to be $371,961. We evaluated the debt amendment according to ASC 470 guidance, and determined the difference between the original and new debt instruments to not be substantially different under the 10% test; therefore, the fair value of the warrants was recorded as a reduction against the WPU notes and an increase in Additional Paid in Capital. As a result of the warrant issuance, we recorded a $400,024 debt discount during the quarter ended March 31, 2017. This discount is being accreted to interest expense over the term of the facility using the effective interest method, and includes $28,063 of the remaining debt issuance costs expensed at the time of the refinancing, and $371,961 in warrants issued in consideration of the interest rate reduction. The warrants were valued using the Black-Scholes pricing model with the following assumptions; dividend yield 0%; risk-free interest rate of 2.49%; volatility of approximately 73%, and expected term of 10 years. See Note 13, “Fair Value Measurements,” for further discussion regarding the recorded value of the Note Payable to WPU Leasing. 10% Subordinated Contingent Convertible Promissory Notes During the three months ended March 31, 2017, we issued $2.6 million of 10% Subordinated Contingent Convertible Promissory Notes to several existing shareholders, members of management and investors affiliated with members of our Board of Directors. Unless the terms of these notes are amended through mutual agreement, these notes are automatically convertible, subject to shareholder approval of an increase in the number of authorized shares of our Common Stock from 350 million to a minimum of 600 million, into shares of a new proposed Series E 12.5% Convertible Preferred Stock at a conversion price of $100,000 per share. Each share of Series E Convertible Preferred Stock would be convertible into shares of our Common Stock at a conversion price of $0.10 per share. Upon the conversion of the notes into shares of Series E Preferred Stock, we will issue to each investor a ten-year warrant to purchase a number of shares of Common Stock equal to ten times the number of shares issuable upon conversion of the Series E Preferred Stock, exercisable at $0.10 per share. During the three months ended March 31, 2017, a shareholder and investors affiliated with members of our Board of Directors loaned us $565,000 under short term 10% promissory notes which were subsequently converted into the 10% Subordinated Contingent Convertible Promissory Notes issued in January 2017. Officer’s Promissory Note In 2010, an officer loaned us $50,000 under an unsecured promissory note, the maturity of which has been extended several times. In September 2016, the officer agreed to extend the maturity of the outstanding $50,000 balance to September 30, 2017 and agreed to convert the outstanding balance into the 10% Subordinated Contingent Convertible Promissory Notes . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Lease Settlement Obligations: We are currently renting property located in Georgia relating to a former discontinued business. We have the right to terminate the Georgia lease with 6 months’ notice but are obligated to continue to pay rent until the earlier of (1) the sale by the landlord of the premises; (2) the date on which a new long term tenant takes over; or (3) 3 years from the date on which we vacate the property. As a result, we have recorded a lease settlement obligation. We currently sublease two portions of the property to an entity which is paying $8,000 per month starting in September 2015 up from $7,500 per month on a tenant-at-will basis. In March 2016, we notified the landlord of our intent to terminate the lease and are working with the landlord and our tenant towards a goal of our tenant leasing the entire facility from the landlord. In addition, we amended the existing lease with the landlord to reduce the monthly rental amount by $2,500 per month to $15,152 starting April 1, 2016. During the three and six months ended March 31, 2017, we had rental income of $24,000 and $48,000 respectively, associated with the Georgia property and rental expense of $11,779 and $19,136, respectively. During the three and six months ended March 31, 2016, we had rental income of $24,000 and $48,000 respectively, associated with the Georgia property and rental expense of $62,934 and $125,867, respectively. The total future minimum rental obligations at March 31, 2017, under the above real estate operating lease is as follows: Twelve Months Ending March 31, 2017 $ 181,704 2018 134,578 $ 316,282 |
Warrants to Purchase Common Sto
Warrants to Purchase Common Stock | 6 Months Ended |
Mar. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants to Purchase Common Stock | 12. Warrants to Purchase Common Stock In conjunction with the private placement of our 10% Convertible Preferred stock in April 2012 and November 2014, we issued warrants which contained a “down-round” provision that provides for a reduction in the warrant exercise price if there are subsequent issuances of additional shares of common stock for consideration per share less than the per share warrant exercise prices. In October 2012, FASB issued ASU No. 2012-04, Technical Corrections and Improvement We have historically used the Black-Scholes option pricing model to determine the fair value of options and warrants. We have considered the facts and circumstances in choosing the Black-Scholes model to calculate the fair value of the warrants with a down-round price protection feature as well as the likelihood of triggering the down-round price protection feature, which, as described below, we have concluded is remote. In determining the initial fair value of the warrants associated with the April 2012 Convertible Preferred Stock private placement as of October 1, 2013, we prepared a valuation simulation using the Black-Scholes option pricing model as well as additional models using a modified Black-Scholes option pricing model and a Binomial Tree option pricing model. We determined the initial fair value of the warrants associated with the November 2014 Convertible Preferred Stock private placement to be $694,631 based on a valuation simulation using the Black-Scholes option pricing model. Both additional simulations included various reset scenarios, different exercise prices, and other assumptions, such as price volatility and interest rates, that were kept consistent with our original Black-Scholes model. The resulting warrant values as determined under the modified Black-Scholes model and the Binomial Tree option model were not materially different from the values generated using the Black-Scholes model. We have therefore determined to use the Black-Scholes model as we believe it provides a reasonable basis for valuation and takes into consideration the relevant factors of the warrants, including the down round provision. During the three and six months ended March 31, 2017 and 2016, we recorded warrant valuation income of $249 and $31,796, and $7,060 and $201,321, respectively, associated with the change in the estimated fair value of all warrants containing the down round provision outstanding. Our warrant liability was $5,489 and $37,285 as of March 31, 2017 and September 30, 2016, respectively. The warrant liabilities were valued at March 31, 2017, using the Black-Scholes option-pricing model with the following assumptions. 10% Convertible Preferred Stock Financing Private Placement 1 Private Placement 2 March 31, 2017 September 30, 2016 March 31, 2017 September 30, 2016 Closing price per share of common stock $ 0.12 $ 0.17 $ 0.12 $ 0.17 Exercise price per share $ 0.50 $ 0.50 $ 0.50 $ 0.50 Expected volatility 75.0 % 73.0 % 75.0 % 73.0 % Risk-free interest rate 0.9 % 0.6 % 1.3 % 0.8 % Dividend yield — — — — Remaining expected term of underlying securities (years) 0.50 1.0 1.50 2.0 Warrants outstanding 17,623,387 17,623,387 6,032,787 6,032,787 Warrants outstanding with down-round provision 2,742,763 2,742,763 905,917 905,917 Private Placement 1 Private Placement 2 As of March 31, 2017, approximately 3.6 million of warrants with down-round provision remained outstanding. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements The carrying amount of our receivables and payables approximate their fair value due to their short maturities. Accounting principles provide guidance for using fair value to measure assets and liabilities. The guidance includes a three level hierarchy of valuation techniques used to measure fair value, defined as follows: ● Level 1 - Unadjusted Quoted Prices. The fair value of an asset or liability is based on unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2 - Pricing Models with Significant Observable Inputs. The fair value of an asset or liability is based on information derived from either an active market quoted price, which may require further adjustment based on the attributes of the financial asset or liability being measured, or an inactive market transaction. ● Level 3 - Pricing Models with Significant Unobservable Inputs. The fair value of an asset or liability is primarily based on internally derived assumptions surrounding the timing and amount of expected cash flows for the financial instrument. Therefore, these assumptions are unobservable in either an active or inactive market. We consider an active market as one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, we view an inactive market as one in which there are few transactions of the asset or liability, the prices are not current, or price quotations vary substantially either over time or amount market makers. When appropriate, non-performance risk, or that of counterparty, is considered in determining the fair values of liabilities and assets, respectively. We have classified certain warrants related to the 10% Convertible Preferred Stock private placements noted in Note 10 as a Level 3 Liability. Assumptions used in the calculation require significant judgment. The unobservable inputs in our valuation model include the probability of additional equity financing and whether the additional equity financing would trigger a reset on the down-round protection. The following table summarizes the financial liabilities measured a fair value on a recurring basis as of March 31, 2017 and September 30, 2016. Total Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) September 30, 2016 Warrant liability $ 37,285 $ — $ — $ 37,285 March 31, 2017 Warrant liability $ 5,489 $ — $ — $ 5,489 Level 3 Valuation The following table provides a summary of the changes in fair value of our financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three month period ended March 31, 2017. Warrant Liability Level 3 Balance at September 30, 2016 $ 37,285 Revaluation of warrants recognized in earnings (31,796 ) Balance at March 31, 2017 $ 5,489 Balances Measured at Fair Value on a Nonrecurring Basis: Effective September 14, 2016, we refinanced our debt agreement with Iowa State Bank to extend the term of the agreement and reduce the interest rate from 8.0% to 4.0%. As a result of this refinancing, it was determined that the original and new debt instruments were substantially different, and therefore, the new debt instrument was recorded at its fair value of $2,281,839 using Level 3 inputs. The fair value was determined using a discount rate of 10% and term of 120 months. See Note 9, Notes Payable, for further discussion regarding the modification of the terms of the credit facility. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 14. Stockholders’ Equity Common Shares During the six months ended March 31, 2017, two members of our Board of Directors agreed to accept 650,000 shares of our Common Stock valued at $65,000 in lieu of Board fees due them. 10% Convertible Preferred Stock Dividends Our Board of Directors has determined that our cash resources are not currently sufficient to permit the payment of cash dividends with respect of our Convertible Preferred Stock and suspended the payment of cash dividends, commencing with the dividend payable on September 30, 2015. Since September 30, 2015, we have issued shares of our Common Stock valued at approximately $2.3 million in lieu of cash dividends and have $512,314 in accrued dividends at March 31, 2017. During the six months ended March 31, 2017, we recorded a dividend on our 10% Convertible Preferred Stock and Series B 10% Convertible Preferred Stock of $689,738, of which $331,370 remains in accrued dividends. During the six months ended March 31, 2017, certain stockholders agreed to accept 3,894,099 shares of Common Stock in lieu of cash dividend payments of $358,368 due during that period and $140,748 due during previous fiscal years. During the six months ended March 31, 2016, we recorded a dividend on our 10% Convertible Preferred Stock and Series B 10% Convertible Preferred Stock of $619,528. During the six months ended March 31, 2016, certain stockholders agreed to accept 4,471,291 shares of Common Stock in lieu of cash dividend payments of $565,247 due during that period and $38,100 due during previous fiscal years. Stock Options In October 2016, we granted options under the 2016 Stock Option Plan to an employee to purchase 150,000 shares of our Common Stock at an exercise price of $0.20 per share, which represented the closing price of our stock on the date of the grant. The options were granted under the 2016 Stock Option Plan, have a ten-year term and vest equally over a period of 60 months from date of grant. The fair value of the options at the date of grant in aggregate was $17,952, which was determined on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions; dividend yield of 0%; risk-free interest rates of approximately 1.3%; expected volatility based on historical trading information of 73% and expected term of 5 years. In March 2017, we granted options under the 2016 Stock Option Plan to purchase 1,540,000 of our Common Stock to employees at exercise prices ranging from $0.10 to $0.11 60 In addition, in March 2017, we granted members of senior management and our Board of Directors options to purchase 8.75 million shares of our Common Stock with 7.15 million options vesting in varying installments over a four fiscal year period, beginning with fiscal 2017 based upon the grantee achieving certain annual performance milestones as determined annually by our Board of Director. The remaining 1.6 million options will vest immediate at the discretion of the Board based on individual performance. Amortization of stock compensation expense was $29,907 and $13,175, and $61,221 and $5,444 for the three and six months ended March 31, 2017 and 2016, respectively. Our Board of Directors agreed to extend the exercise period from three months to 18 months on options to purchase 340,000 shares of our Common Stock owned by a former director who resigned on October 1, 2015. The fair value of the extended terms and of the existing terms of $15,793 is included in the stock compensation expenses for the six months ended March 31, 2016. The unamortized compensation expense at March 31, 2017 was $356,525 and will be amortized over a weighted average remaining life of approximately 4.3 years. |
Segment Information
Segment Information | 6 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 15. Segment Information We have two reportable operating segments: (1) dual fuel conversion operations and (2) natural gas liquids operations. Each operating segment has its respective management team. Our Chief Executive Officer has been identified as the chief operating decision maker (CODM) as he is responsible for assessing the performance of the segments and decides how to allocate resources to the segments. Income (loss) from operations is the measure of profit and loss that our CODM uses to assess performance and make decisions. Assets are a measure used to assess the performance of the company by the CODM; therefore we will report assets by segment in our disclosures. Income (loss) from operations represents the net sales less the cost of sales and direct operating expenses incurred within the operating segments as well as the allocation of some but not all corporate operating expenses. These unallocated costs include certain corporate functions (certain legal, accounting, wage, public relations and interest expense) and are included in the results below under Corporate in the reconciliation of operating results. Management does not consider unallocated Corporate in its management of segment reporting. There were no sales between segments for the three and six months ending March 31, 2017 and 2016. Dual Fuel Conversions NGL Services Corporate Consolidated Three Months Ended March 31, 2017 Net sales $ 1,112,936 $ — $ — $ 1,112,936 Amortization 207,686 7,500 35,354 250,540 Depreciation 54,135 43,325 — 97,460 Operating loss from continuing operations (635,414 ) (198,662 ) (362,893 ) (1,196,969 ) Interest and financing costs 125,206 137,967 40,773 303,946 Total assets 5,885,999 2,645,331 1,799,648 10,330,978 Capital expenditures 3,452 — — 3,452 Software development 31,320 — — 31,320 Dual Fuel Conversions NGL Services Corporate Consolidated Three Months Ended March 31, 2016 Net sales $ 608,526 $ — $ — $ 608,526 Amortization 205,888 7,500 14,669 228,057 Depreciation 54,565 43,325 — 97,890 Operating loss from continuing operations (786,952 ) (202,594 ) (312,843 ) (1,302,389 ) Interest and financing costs 65,653 121,988 (5,935 ) 181,706 Total assets 6,010,715 3,428,352 1,340,502 10,779,569 Capital expenditures 1,568 40,023 — 41,591 Software development 105,359 — — 105,359 Dual Fuel Conversions NGL Services Corporate Consolidated Six Months Ended March 31, 2017 Net sales $ 1,546,789 $ — $ — $ 1,546,789 Amortization 416,906 15,000 66,668 498,574 Depreciation 108,157 86,650 — 194,807 Operating loss from continuing operations (1,435,663 ) (374,157 ) (695,525 ) (2,505,345 ) Interest and financing costs 245,095 268,729 40,773 554,597 Total assets 5,885,999 2,645,331 1,799,648 10,330,978 Capital expenditures 8,267 — — 8,267 Software development 71,977 — — 71,977 Dual Fuel Conversions NGL Services Corporate Consolidated Six Months Ended March 31, 2016 Net sales $ 1,073,193 $ 29,983 $ — $ 1,103,176 Amortization 411,300 15,000 42,303 468,603 Depreciation 114,916 86,650 — 201,566 Operating loss from continuing operations (1,449,433 ) (438,510 ) (710,698 ) (2,598,641 ) Interest and financing costs 146,925 236,233 1,601 384,759 Total assets 6,010,715 3,428,352 1,340,502 10,779,569 Capital expenditures 4,561 435,661 — 440,222 Software development 152,955 — — 152,955 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | All inventory is valued at the lower of cost or market on the first-in first-out (FIFO) method. Inventory consists of the following: March 31, 2017 September 30, 2016 Raw materials $ 558,833 $ 507,035 Finished goods 41,890 1,210 Total inventory $ 600,723 $ 508,245 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets of Future Amortization Expenses | Amortization expense associated with intangibles during the next five years is anticipated to be: NGL Services Dual Fuel Twelve months ending March 31: Contracts Contracts Technology Software Development Total 2018 $ 30,000 $ 50,000 $ 50,000 $ 669,414 $ 799,414 2019 30,000 50,000 50,000 467,362 597,362 2020 30,000 16,667 16,667 365,824 429,158 2021 30,000 — — 332,758 362,758 2022 30,000 — — 270,509 300,509 2023 and thereafter 100,000 — — 102,306 202,306 $ 250,000 $ 116,667 $ 116,667 $ 2,208,173 $ 2,691,507 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property, plant and equipment consist of the following: March 31, 2017 September 30, 2016 Estimated Useful Lives Leasehold improvements $ 127,087 $ 127,087 5 years Machinery and equipment 3,127,904 3,133,075 3 - 10 years Construction in progress 1,902,654 1,902,654 Less accumulated depreciation (1,554,086 ) (1,372,451 ) $ 3,603,559 $ 3,790,365 |
Product Warranty Costs (Tables)
Product Warranty Costs (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Guarantees [Abstract] | |
Schedule of Product Warranty Cost | The following table provides the detail of the change in our product warranty accrual relating to dual fuel products as of: Six Months Ended Twelve Months Ended March 31, 2017 September 30, 2016 Warranty accrual at the beginning of the period $ 188,713 $ 167,180 Charged to costs and expenses relating to new sales 20,582 51,754 Costs of product warranty claims (12,640 ) (30,221 ) Warranty accrual at the end of period $ 196,655 $ 188,713 |
Notes Payable_Credit Faciliti26
Notes Payable/Credit Facilities (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | The following summarizes our notes payable as of March 31, 2017 and September 30, 2016. Notes payable consists of the following at: March 31, 2017 September 30, 2016 Revolving line of credit, Iowa State Bank, secured by Security Agreement, Business Loan Agreement and guaranty from two related party shareholders dated September 14, 2016, with an interest rate of 4.25%, with interest payments due monthly and principal due September 14, 2017 $ 500,000 $ 165,000 Term note payable, Iowa State Bank, secured by Security Agreement and Business Loan Agreement dated September 14, 2016 and guaranty from two related party shareholders, with an interest rate of 4%, requiring monthly payments of $30,659, beginning December 14, 2016. The maturity date of the loan is November 14, 2026. 2,944,218 3,000,000 Other unsecured term note payable with interest rate ranging from 3.34% to 4.03%, requiring monthly payments of principal and interest with due dates ranging from June 2017 to September 2017 40,474 39,028 3,484,692 3,204,028 Less current portion (793,610 ) (391,496 ) Less unamortized discount and deferred financing fees, net of current (603,838 ) (659,119 ) Notes payable, non-current portion $ 2,087,244 $ 2,153,413 |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable - Related Parties | The following summarizes our notes payable as of March 31, 2017 and September 30, 2016. Notes payable consists of the following at: March 31, 2017 September 30, 2016 Term note payable, Trident Resources, LLC, secured by liens on equipment with an interest rate of 6.0% and requiring 48 monthly payments. Payment start date is tied to production goals. $ 1,716,500 $ 1,716,500 Term note payable, WPU Leasing LLC, secured by liens on equipment with an interest rate of 15.0% with a due dates of August 31, 2019 and October 31, 2019. 1,758,484 1,758,484 10% Contingent convertible notes payable, due July 27, 2017 2,605,000 — Officer’s 10% promissory note, due September 30, 2017 — 50,000 6,079,984 3,524,984 Less current portion (2,896,344 ) (744,614 ) Less unamortized discount and deferred financing fees, net of current (353,860 ) (39,002 ) Notes payable, non-current portion $ 2,829,780 $ 2,741,368 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Commitment | The total future minimum rental obligations at March 31, 2017, under the above real estate operating lease is as follows: Twelve Months Ending March 31, 2017 $ 181,704 2018 134,578 $ 316,282 |
Warrants to Purchase Common S29
Warrants to Purchase Common Stock (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Assumptions Used For Valuation of Warrant Liabilities | 10% Convertible Preferred Stock Financing Private Placement 1 Private Placement 2 March 31, 2017 September 30, 2016 March 31, 2017 September 30, 2016 Closing price per share of common stock $ 0.12 $ 0.17 $ 0.12 $ 0.17 Exercise price per share $ 0.50 $ 0.50 $ 0.50 $ 0.50 Expected volatility 75.0 % 73.0 % 75.0 % 73.0 % Risk-free interest rate 0.9 % 0.6 % 1.3 % 0.8 % Dividend yield — — — — Remaining expected term of underlying securities (years) 0.50 1.0 1.50 2.0 Warrants outstanding 17,623,387 17,623,387 6,032,787 6,032,787 Warrants outstanding with down-round provision 2,742,763 2,742,763 905,917 905,917 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the financial liabilities measured a fair value on a recurring basis as of March 31, 2017 and September 30, 2016. Total Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) September 30, 2016 Warrant liability $ 37,285 $ — $ — $ 37,285 March 31, 2017 Warrant liability $ 5,489 $ — $ — $ 5,489 |
Summary of Changes in Fair Value of Financial Liabilities Measured at Fair Value | Warrant Liability Level 3 Balance at September 30, 2016 $ 37,285 Revaluation of warrants recognized in earnings (31,796 ) Balance at March 31, 2017 $ 5,489 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Dual Fuel Conversions NGL Services Corporate Consolidated Three Months Ended March 31, 2017 Net sales $ 1,112,936 $ — $ — $ 1,112,936 Amortization 207,686 7,500 35,354 250,540 Depreciation 54,135 43,325 — 97,460 Operating loss from continuing operations (635,414 ) (198,662 ) (362,893 ) (1,196,969 ) Interest and financing costs 125,206 137,967 40,773 303,946 Total assets 5,885,999 2,645,331 1,799,648 10,330,978 Capital expenditures 3,452 — — 3,452 Software development 31,320 — — 31,320 Dual Fuel Conversions NGL Services Corporate Consolidated Three Months Ended March 31, 2016 Net sales $ 608,526 $ — $ — $ 608,526 Amortization 205,888 7,500 14,669 228,057 Depreciation 54,565 43,325 — 97,890 Operating loss from continuing operations (786,952 ) (202,594 ) (312,843 ) (1,302,389 ) Interest and financing costs 65,653 121,988 (5,935 ) 181,706 Total assets 6,010,715 3,428,352 1,340,502 10,779,569 Capital expenditures 1,568 40,023 — 41,591 Software development 105,359 — — 105,359 Dual Fuel Conversions NGL Services Corporate Consolidated Six Months Ended March 31, 2017 Net sales $ 1,546,789 $ — $ — $ 1,546,789 Amortization 416,906 15,000 66,668 498,574 Depreciation 108,157 86,650 — 194,807 Operating loss from continuing operations (1,435,663 ) (374,157 ) (695,525 ) (2,505,345 ) Interest and financing costs 245,095 268,729 40,773 554,597 Total assets 5,885,999 2,645,331 1,799,648 10,330,978 Capital expenditures 8,267 — — 8,267 Software development 71,977 — — 71,977 Dual Fuel Conversions NGL Services Corporate Consolidated Six Months Ended March 31, 2016 Net sales $ 1,073,193 $ 29,983 $ — $ 1,103,176 Amortization 411,300 15,000 42,303 468,603 Depreciation 114,916 86,650 — 201,566 Operating loss from continuing operations (1,449,433 ) (438,510 ) (710,698 ) (2,598,641 ) Interest and financing costs 146,925 236,233 1,601 384,759 Total assets 6,010,715 3,428,352 1,340,502 10,779,569 Capital expenditures 4,561 435,661 — 440,222 Software development 152,955 — — 152,955 |
Nature of Operations, Risks, 32
Nature of Operations, Risks, and Uncertainties (Details Narrative) | Sep. 14, 2016USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2017USD ($)vehicle$ / sharesshares | Mar. 31, 2016USD ($)gal | Sep. 30, 2016USD ($)shares | Dec. 01, 2016 |
Proceeds from loaned amount | $ 500,000 | |||||
Common stock, shares authorized | shares | 350,000,000 | 200,000,000 | ||||
Utilities operating, dual fuel conversion system, percentage of diesel fuel used | 100.00% | |||||
Utilities operating, dual fuel conversion system, percentage reduction of fuel consumption, potential | 75.00% | |||||
Revenues from NGL division | $ 0 | |||||
Cash and cash equivalents | $ 67,162 | 988,559 | 349,554 | $ 211,201 | ||
Working capital deficit | 3,295,010 | |||||
Issued suboridnated convertible promissory notes value | 2,600,000 | |||||
Interest and fees | 654,000 | |||||
Common stock cash dividends | $ 2,000,000 | |||||
Common stock value in lieu of cash, value | 2,569,515 | |||||
Common stock valued of cash dividends | 2,300,000 | |||||
Accrued dividend | $ 512,000 | |||||
Working Capital Line [Member] | ||||||
Line of credit facility maximum borrowing capacity | 500,000 | |||||
Term Loan Agreement [Member] | ||||||
Debt interest rate percentage | 4.50% | |||||
Debt instrument, periodic payment | $ 30,659 | |||||
Term Loan Agreement [Member] | Iowa State Bank [Member] | ||||||
Working capital deficit | 500,000 | |||||
Line of credit facility maximum borrowing capacity | $ 2,835,000 | 3,000,000 | ||||
Bank fees financed with long-term note | $ 2,835,000 | |||||
Common Stock [Member] | ||||||
Number of shares of common stock value in lieu of cash | shares | 2,820,472 | 1,073,627 | ||||
Common stock value in lieu of cash, value | $ 358,000 | $ 141,000 | ||||
Percentage of dividends | 52.00% | |||||
WPU Leasing LLC [Member] | ||||||
Debt interest rate percentage | 15.00% | |||||
Trident Resources, LLC [Member] | ||||||
Debt interest rate percentage | 6.00% | |||||
Maximum [Member] | ||||||
Average displacement percentage | 65.00% | |||||
Operating costs percentage | 15.00% | |||||
Percentage of fuel and operating costs | 15.00% | |||||
Maximum [Member] | WPU Leasing LLC [Member] | ||||||
Debt interest rate percentage | 22.20% | |||||
Maximum [Member] | Iowa State Bank [Member] | Term Loan Agreement [Member] | ||||||
Debt interest rate percentage | 8.00% | |||||
Minimum [Member] | ||||||
Average displacement percentage | 40.00% | |||||
Operating costs percentage | 5.00% | |||||
Percentage of fuel and operating costs | 5.00% | |||||
Minimum [Member] | WPU Leasing LLC [Member] | ||||||
Debt interest rate percentage | 15.00% | |||||
Minimum [Member] | Iowa State Bank [Member] | Term Loan Agreement [Member] | ||||||
Debt interest rate percentage | 4.00% | |||||
January 27, 2017 [Member] | WPU Leasing LLC [Member] | ||||||
Warrants to purchase of common stock shares | shares | 3,538,172 | |||||
Warrants exercise price per share | $ / shares | $ 0.10 | |||||
Changes in cash outflow commitments on annual basis | $ 760,000 | |||||
January 27, 2017 [Member] | WPU Leasing LLC [Member] | ||||||
Debt instrument, periodic payment | $ 1,800,000 | |||||
February 2017 [Member] | ||||||
Approvals, granted during the period by environmental protection agency | vehicle | 503 | |||||
Approvals, granted by environmental protection agency | vehicle | 47 | |||||
Vehicles on the road, class 8 | vehicle | 2,000,000 | |||||
Vehicle engine and fuel description | Volvo/Mack D-13/MP8 (2010-2013), Cummins ISX (2010-2012) and Detroit Diesel DD15 (2010-2012) engine models for the heavy-duty diesel engine families ranging from 375HP to 600HP. | |||||
February 2017 [Member] | Maximum [Member] | ||||||
Vehicles on the road, class 8 | vehicle | 700,000 | |||||
February 2017 [Member] | Minimum [Member] | ||||||
Vehicles on the road, class 8 | vehicle | 600,000 | |||||
Prime Rate [Member] | Term Loan Agreement [Member] | ||||||
Debt interest rate percentage | 5.00% | |||||
10% Subordinated Contingent Convertible Promissory Notes [Member] | January 27, 2017 [Member] | ||||||
Debt interest rate percentage | 10.00% | |||||
Promissory note | $ 2,600,000 | |||||
Series E 12.5% Convertible Preferred Stock [Member] | January 27, 2017 [Member] | ||||||
Debt conversion, converted value | $ 100,000 | |||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.10 | |||||
Convertible preferred stock conversion description | Each share of Series E Convertible Preferred Stock would be convertible into shares of our Common Stock at a conversion price of $0.10 per share. Upon the conversion of the notes into shares of Series E Preferred Stock, we will issue to each investor a ten-year warrant to purchase a number of shares of Common Stock equal to ten times the number of shares issuable upon conversion of the Series E Preferred Stock, exercisable at $0.10 per share. | |||||
Warrants term | 10 years | |||||
Series E 12.5% Convertible Preferred Stock [Member] | January 27, 2017 [Member] | Maximum [Member] | ||||||
Number of shares convertible into preferred stock | shares | 600,000,000 | |||||
Secured Notes Payable [Member] | Trident Resources, LLC [Member] | ||||||
Promissory note | $ 1,716,000 | |||||
Debt instrument, covenant compliance, number of gallons of saleable product | gal | 200,000 | |||||
Cumulative payments | $ 1,030,000 | |||||
Secured Notes Payable [Member] | Fiscal 2017 [Member] | Trident Resources, LLC [Member] | ||||||
Cumulative payments | 342,000 | |||||
January 2017 Private Placement [Member] | 10% Convertible Promissory Notes [Member] | January 27, 2017 [Member] | ||||||
Proceeds from loaned amount | 395,000 | |||||
Board of Directors [Member] | ||||||
Proceeds from loaned amount | $ 565,000 | |||||
Number of shares of common stock value in lieu of cash | shares | 650,000 | |||||
Common stock value in lieu of cash, value | $ 65,000 | |||||
Officer's Promissory Note [Member] | January 2017 Private Placement [Member] | ||||||
Proceeds from loaned amount | $ 50,000 | |||||
Debt interest rate percentage | 10.00% |
Receivables (Details Narrative)
Receivables (Details Narrative) | Dec. 02, 2015 | Jun. 30, 2015USD ($) | Apr. 30, 2012Quarterly | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2016USD ($) |
Notes receivable related parties | $ 497,190 | $ 497,190 | ||||
Repayment of notes receivables | $ 50,000 | |||||
Accrued interest and late fees | $ 154,000 | |||||
Convertible preferred stock, dividend rate | 10.00% | |||||
M & R Development [Member] | ||||||
Percentage of royalties payable applied to outstanding principal and interest | 50.00% | |||||
Number of quarterly payments | Quarterly | 8 | |||||
Long term balance, percent | 100.00% | |||||
July 2009 Acquisition [Member] | ||||||
Promissory note, interest rate | 5.50% | |||||
Debt principal amount | $ 797,387 | |||||
Trident Resources [Member] | ||||||
Repayment of notes receivables | $ 240,000 | |||||
Loan and Security Agreement [Member] | Trident Resources [Member] | ||||||
Notes receivable related parties | $ 737,190 | |||||
Promissory note, interest rate | 6.00% | |||||
Debt instrument, maturity date | Sep. 30, 2015 | |||||
Debt instrument default payment description | we amended and restated the note to extend the maturity until December 31, 2015 and provide for certain additional penalties in the event of any default under such note, including a 5% penalty for late payment. |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 |
Inventory Disclosure [Abstract] | ||
Inventory valuation allowance | $ 279,476 | $ 279,580 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 |
Accounting Policies [Abstract] | ||
Raw materials | $ 558,833 | $ 507,035 |
Finished goods | 41,890 | 1,210 |
Total inventory, net of valuation allowance | $ 600,723 | $ 508,245 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2012 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Amortization of intangible assets | $ 2,473,026 | $ 2,106,120 | ||||
Capitalized development costs | $ 4,681,199 | 4,681,199 | ||||
Amortization costs | 182,686 | $ 180,888 | 366,906 | 361,300 | ||
M & R Development [Member] | ||||||
Royalty expense | $ 0 | 0 | ||||
10 % Convertible Preferred Stock [Member] | ||||||
Percentage of convertible preferred stock financing | 10.00% | |||||
Royalty description | Effective April 27, 2012, the monthly royalty due is the lesser of 10% of net sales or 30% of pre-royalty EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization). | |||||
Trident Resources, LLC [Member] | ||||||
Recognized of finite-lived intangibles | 300,000 | $ 300,000 | ||||
Estimated useful life of intangible assets | 120 months | |||||
Amortization of intangible assets | 7,500 | 15,000 | $ 7,500 | 15,000 | ||
Finite-lived intangible assets, accumulated amortization | 50,000 | $ 50,000 | $ 35,000 | |||
American Power Group Acquisition and License Agreement [Member] | ||||||
Estimated useful life of intangible assets | 120 months | |||||
Amortization of intangible assets | 25,000 | $ 25,000 | $ 50,000 | $ 50,000 | ||
Finite-lived intangible assets, accumulated amortization | 766,667 | $ 766,667 | $ 716,667 | |||
OUL Engine Category [Member] | ||||||
Estimated useful life of intangible assets | 60 months | |||||
Capitalized development costs | 1,943,880 | $ 1,943,880 | ||||
IUL Engine Category [Member] | ||||||
Estimated useful life of intangible assets | 84 months | |||||
Capitalized development costs | $ 2,737,319 | $ 2,737,319 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets of Future Amortization Expenses (Details) | Mar. 31, 2017USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,018 | $ 799,414 |
2,019 | 597,362 |
2,020 | 429,158 |
2,021 | 362,758 |
2,022 | 300,509 |
2023 and thereafter | 202,306 |
Total | 2,691,507 |
Dual Fuel Contracts [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,018 | 50,000 |
2,019 | 50,000 |
2,020 | 16,667 |
2,021 | |
2,022 | |
2023 and thereafter | |
Total | 116,667 |
Dual Fuel Technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,018 | 50,000 |
2,019 | 50,000 |
2,020 | 16,667 |
2,021 | |
2,022 | |
2023 and thereafter | |
Total | 116,667 |
Dual Fuel Software Development [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,018 | 669,414 |
2,019 | 467,362 |
2,020 | 365,824 |
2,021 | 332,758 |
2,022 | 270,509 |
2023 and thereafter | 102,306 |
Total | 2,208,173 |
NGL Services [Member] | Contracts [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,018 | 30,000 |
2,019 | 30,000 |
2,020 | 30,000 |
2,021 | 30,000 |
2,022 | 30,000 |
2023 and thereafter | 100,000 |
Total | $ 250,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation | $ (1,554,086) | $ (1,372,451) |
Property, plant and equipment, net | $ 3,603,559 | 3,790,365 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives | 5 years | |
Property, plant and equipment, gross | $ 127,087 | 127,087 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,127,904 | 3,133,075 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Estimated Useful Lives | 10 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,902,654 | $ 1,902,654 |
Product Warranty Costs - Schedu
Product Warranty Costs - Schedule of Product Warranty Cost (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||
Warranty accrual at the beginning of the period | $ 188,713 | $ 167,180 |
Charged to costs and expenses relating to new sales | 20,582 | 51,754 |
Costs of product warranty claims | (12,640) | (30,221) |
Warranty accrual at the end of period | $ 196,655 | $ 188,713 |
Notes Payable_Credit Faciliti40
Notes Payable/Credit Facilities (Details Narrative) - USD ($) | Sep. 14, 2016 | Sep. 30, 2016 | Mar. 31, 2017 |
Working capital deficit | $ 3,295,010 | ||
Line of credit | 500,000 | ||
Credit facility obliagtions, payment agreed | 1,750,000 | ||
Collateral [Member] | |||
Line of credit | |||
Iowa State Bank [Member] | |||
Debt instrument priority | our commitment to issue up to 2,000,000 shares of Common Stock to Iowa State Bank in the event of a payment default | ||
Number of common stock shares pledged | 2,000,000 | ||
Iowa State Bank [Member] | Board Member and Two Members [Member] | |||
Debt instrument priority | a stock pledge of a total of 500,000 shares of our Common Stock owned by a Director and two members of the our management team. | ||
Number of common stock shares pledged | 500,000 | ||
Credit Facility [Member] | |||
Loss on extinguishment of debt | $ 497,492 | ||
Original debt issuance costs | $ 22,055 | ||
Warrants issued for consideration | $ 1,143,598 | ||
Dividend yield | 0.00% | ||
Risk-free interest rate | 1.20% | ||
Volatility | 73.00% | ||
Expected term | 5 years | ||
Term Loan Agreement [Member] | |||
Monthly payments description | Under the terms of the new term loan we will make (i) 36 consecutive monthly | ||
Debt instrument, periodic payment | $ 30,659 | ||
Term loan interest rate | 4.00% | ||
Term Loan Agreement [Member] | Iowa State Bank [Member] | |||
Term loan interest rate | 0.50% | ||
Principal and accrued interest final due date | Sep. 14, 2017 | ||
Term Loan Agreement [Member] | Prime Rate [Member] | Iowa State Bank [Member] | |||
Term loan interest rate | 4.25% | ||
Term Loan Agreement [Member] | Beginning on December 14, 2019 [Member] | Prime Rate [Member] | |||
Monthly payments description | 84 consecutive monthly payments | ||
Debt instrument, periodic payment | $ 30,659 | ||
Term loan interest rate | 0.50% | ||
Principal and accrued interest final due date | Nov. 14, 2026 | ||
Term Loan Agreement [Member] | Iowa State Bank [Member] | |||
Term loan | $ 3,000,000 | ||
Working capital deficit | 500,000 | ||
Line of credit facility maximum borrowing capacity | $ 2,835,000 | $ 3,000,000 | |
Credit Support Agreement [Member] | Director [Member] | |||
Warrant terms | 10 years | ||
Credit Support Agreement [Member] | Director [Member] | Maximum [Member] | |||
Number of warrants exercisable | 5,560,000 | ||
Credit Support Agreement [Member] | Director [Member] | Minimum [Member] | |||
Number of warrants exercisable | 1,390,000 | ||
Credit Support Agreement [Member] | Director [Member] | Common Stock [Member] | |||
Number of warrant to purchase shares of common stock | 6,950,000 | ||
Warrant exercise price | $ 0.20 |
Notes Payable_Credit Faciliti41
Notes Payable/Credit Facilities - Summary of Notes Payable (Details) - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 |
Notes payable | $ 3,484,692 | $ 3,204,028 |
Less current portion | (793,610) | (391,496) |
Less unamortized discount and deferred financing fees, net of current | (603,838) | (659,119) |
Notes payable, non-current portion | 2,087,244 | 2,153,413 |
Iowa State Bank [Member] | Security Agreement, Business Loan Agreement [Member] | Due September 14, 2017 [Member] | ||
Notes payable | 500,000 | 165,000 |
Iowa State Bank [Member] | Security Agreement, Business Loan Agreement [Member] | November 14, 2026 [Member] | ||
Notes payable | 2,944,218 | 3,000,000 |
Iowa State Bank [Member] | Security Agreement, Business Loan Agreement [Member] | February 2017 to September 2017 [Member] | ||
Notes payable | $ 40,474 | $ 39,028 |
Notes Payable_Credit Faciliti42
Notes Payable/Credit Facilities - Summary of Notes Payable (Details) (Parenthetical) - Iowa State Bank [Member] - Security Agreement, Business Loan Agreement [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Due September 14, 2017 [Member] | |||
Interest rate | 4.25% | 4.25% | |
Debt instrument maturity date | Sep. 14, 2017 | Sep. 14, 2017 | |
November 14, 2026 [Member] | |||
Interest rate | 4.00% | 4.00% | |
Debt instrument maturity date | Nov. 14, 2026 | Nov. 14, 2026 | Nov. 14, 2026 |
Debt monthly payments | $ 30,659 | $ 30,659 | |
February 2017 to September 2017 [Member] | |||
Debt instrument due date description | from February 2017 to September 2017 | from February 2017 to September 2017 | |
February 2017 to September 2017 [Member] | Minimum [Member] | |||
Interest rate | 3.34% | 3.34% | |
February 2017 to September 2017 [Member] | Maximum [Member] | |||
Interest rate | 4.03% | 4.03% |
Notes Payable, Related Partie43
Notes Payable, Related Parties (Details Narrative) | Jun. 30, 2016USD ($)$ / sharesshares | Dec. 02, 2015USD ($) | Aug. 12, 2015USD ($)processing_system | Nov. 30, 2012USD ($) | Jan. 31, 2016USD ($) | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($) | Sep. 30, 2016USD ($)$ / sharesshares | Dec. 01, 2016 | Sep. 30, 2010USD ($) |
Debt Instrument [Line Items] | |||||||||||
Number of processing systems acquired | processing_system | 2 | ||||||||||
Payments to acquire processing system | $ 1,716,500 | $ 8,267 | $ 181,742 | ||||||||
Notes payable, related parties | $ 6,079,984 | $ 6,079,984 | $ 3,524,984 | ||||||||
Common stock shares issued | shares | 79,599,395 | 79,599,395 | 75,055,296 | ||||||||
Common stock, shares authorized | shares | 350,000,000 | 350,000,000 | 200,000,000 | ||||||||
January 2017 Private Placement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fair value of warrants | $ 694,631 | ||||||||||
WPU Leasing LLC [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate percentage | 15.00% | 15.00% | |||||||||
Notes payable, related parties | $ 1,758,484 | $ 1,758,484 | $ 1,758,484 | ||||||||
WPU Leasing LLC [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate percentage | 22.20% | ||||||||||
WPU Leasing LLC [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate percentage | 15.00% | ||||||||||
Board of Directors [Member] | WPU Leasing LLC [Member] | January 2017 Private Placement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt principal payment | $ 1,800,000 | $ 1,800,000 | |||||||||
Officer's Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Unsecured promisory note | 50,000 | $ 50,000 | |||||||||
Officer's Promissory Note [Member] | January 2017 Private Placement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate percentage | 10.00% | 10.00% | |||||||||
January 27, 2017 [Member] | WPU Leasing LLC [Member] | Warrant [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Exercise price per share | $ / shares | $ .10 | $ .10 | |||||||||
Class of warrant or right, exercise period | 10 years | ||||||||||
Number of warrant to purchase shares of common stock | shares | 3,538,172 | 3,538,172 | |||||||||
Fair value of warrants | $ 371,961 | ||||||||||
Warrant issuance debt discount | 400,024 | ||||||||||
Debt issuance costs | $ 28,063 | 28,063 | |||||||||
Warrants issued in interest rate redution | $ 371,961 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Risk-free interest rate | 2.49% | ||||||||||
Volatility | 73.00% | ||||||||||
Expected term | 10 years | ||||||||||
Secured Debt [Member] | Secured Financing Agreement [Member] | WPU Leasing LLC [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt principal payment | $ 0 | ||||||||||
Accrued interest | 398,200 | $ 398,200 | 238,953 | ||||||||
Debt instrument, percentage of debt outstanding on which cash payment is deferred | 70.00% | ||||||||||
Long term debt | $ 1,900,000 | ||||||||||
Decrease in cah flow commitment | $ 500,000 | ||||||||||
Common stock shares issued | shares | 1,209,857 | ||||||||||
Shares issued price per share | $ / shares | $ 0.14 | ||||||||||
Debt conversion, converted instrument, amount | $ 169,379 | ||||||||||
Deferred financing costs | $ 86,923 | ||||||||||
Secured Debt [Member] | Secured Financing Agreement [Member] | WPU Leasing LLC [Member] | Common Stock [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of warrants issued | shares | 3,250,000 | ||||||||||
Secured Debt [Member] | Secured Financing Agreement [Member] | WPU Leasing LLC [Member] | Warrant [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of warrants issued | shares | 1,325,000 | ||||||||||
Exercise price per share | $ / shares | $ 0.20 | ||||||||||
Class of warrant or right, exercise period | 4 years | ||||||||||
Related Party, Promissory Notes [Member] | Board of Directors [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Short term debt | 565,000 | $ 565,000 | |||||||||
Related Party, Promissory Notes [Member] | Board of Directors [Member] | January 2017 Private Placement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt conversion percentage | 10.00% | ||||||||||
Trident Secured Promissory Note 1 [Member] | Secured Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Promissory note | $ 832,000 | ||||||||||
Debt interest rate percentage | 6.75% | ||||||||||
Term of loan | 12 months | ||||||||||
Trident Secured Promissory Note 2 [Member] | Secured Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Promissory note | $ 884,500 | ||||||||||
Debt interest rate percentage | 6.00% | ||||||||||
Term of loan | 36 months | ||||||||||
Trident Secured Promissory Note Commencing February 2016 [Member] | Secured Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Promissory note | $ 1,716,500 | ||||||||||
Debt interest rate percentage | 6.00% | ||||||||||
Term of loan | 48 months | ||||||||||
Debt principal payment | 0 | $ 0 | |||||||||
Accrued interest | $ 172,412 | $ 172,412 | |||||||||
10% Subordinated Contingent Convertible Promissory Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate percentage | 10.00% | 10.00% | |||||||||
Debt conversion, converted instrument, amount | $ 100,000 | ||||||||||
Issued suboridnated convertible promissory notes value | $ 2,600,000 | ||||||||||
Common stock, shares authorized | shares | 350,000,000 | 350,000,000 | |||||||||
Number of shares convertible into preferred stock | shares | 600,000,000 | 600,000,000 | |||||||||
Debt instrument, convertible, conversion price | $ / shares | $ .10 | $ .10 | |||||||||
10% Subordinated Contingent Convertible Promissory Notes [Member] | Officer's Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate percentage | 10.00% | 10.00% | |||||||||
Issued suboridnated convertible promissory notes value | $ 2,600,000 | ||||||||||
10 % Convertible Preferred Stock [Member] | Series E Preferred Stock [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.10 | $ 0.10 |
Notes Payable, Related Partie44
Notes Payable, Related Parties - Summary of Notes Payable - Related Parties (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2016 | |
Notes payable, related parties | $ 6,079,984 | $ 3,524,984 |
Less current portion | (2,896,344) | (744,614) |
Less deferred financing fees | (353,860) | (39,002) |
Notes payable, related parties non-current portion | 2,829,780 | 2,741,368 |
10% Contingent Convertible Notes Payable, Due July 27, 2017 [Member] | ||
Notes payable, related parties | $ 2,605,000 | |
Due date description | July 27, 2017 | |
Interest rate | 10.00% | |
Trident Resources, LLC [Member] | ||
Notes payable, related parties | $ 1,716,500 | 1,716,500 |
Due date description | 48 monthly payments | |
Interest rate | 6.00% | |
WPU Leasing LLC [Member] | ||
Notes payable, related parties | $ 1,758,484 | 1,758,484 |
Due date description | August 31, 2019 | |
Interest rate | 15.00% | |
Officer's Promissory Note [Member] | ||
Notes payable, related parties | $ 50,000 | |
Due date description | September 30, 2017 | |
Interest rate | 10.00% |
Notes Payable, Related Partie45
Notes Payable, Related Parties - Summary of Notes Payable - Related Parties (Details) (Parenthetical) | 6 Months Ended |
Mar. 31, 2017 | |
10% Contingent Convertible Notes Payable, Due July 27, 2017 [Member] | |
Due date description | July 27, 2017 |
Interest rate | 10.00% |
Trident Resources, LLC [Member] | |
Due date description | 48 monthly payments |
Interest rate | 6.00% |
WPU Leasing LLC [Member] | |
Due date description | August 31, 2019 |
Interest rate | 15.00% |
Officer's Promissory Note [Member] | |
Due date description | September 30, 2017 |
Interest rate | 10.00% |
Commitments and Contingencies46
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Operating Leased Assets [Line Items] | |||||
Rental income | $ 24,000 | $ 24,000 | $ 48,000 | $ 48,000 | |
Georgia Property [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Termination period | 6 months | ||||
Number of years after vacating the property | 3 years | ||||
Monthly payment | $ 8,000 | ||||
Monthly tenant basis minimum amount | $ 7,500 | ||||
Reduction in rent expense | 2,500 | ||||
Rental income | $ 24,000 | ||||
Monthly rent expense | $ 11,779 | $ 62,934 | $ 19,136 | $ 125,867 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Commitment (Details) | Mar. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 181,704 |
2,018 | 134,578 |
Total future minimum rental obligations | $ 316,282 |
Warrants to Purchase Common S48
Warrants to Purchase Common Stock (Details Narrative) - USD ($) | Mar. 31, 2013 | Nov. 30, 2012 | Apr. 30, 2012 | Nov. 30, 2014 | Apr. 30, 2012 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 |
Class of Warrant or Right [Line Items] | ||||||||||
Preferred stock dividend rate percentage | 10.00% | |||||||||
Revaluation of warrants | $ 249 | $ 7,060 | $ 31,796 | $ 201,321 | ||||||
Warrant liability | $ 5,489 | $ 5,489 | $ 37,285 | |||||||
Warrants outstanding | 3,600,000 | 3,600,000 | ||||||||
January 2017 Private Placement [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Fair value of warrants | $ 694,631 | |||||||||
10% Convertible Preferred Stock [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Preferred stock dividend rate percentage | 10.00% | 10.00% | ||||||||
10% Convertible Preferred Stock [Member] | Private Placement 1 [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Preferred stock dividend rate percentage | 10.00% | |||||||||
Number of shares sold | 821.6 | |||||||||
10% Convertible Preferred Stock [Member] | Private Placement 2 [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Preferred stock dividend rate percentage | 10.00% | |||||||||
Number of shares sold | 274 |
Warrants to Purchase Common S49
Warrants to Purchase Common Stock - Assumptions Used For Valuation of Warrant Liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Sep. 30, 2016 | |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 3,600,000 | |
Private Placement 1 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Closing price per share of common stock | $ 0.12 | $ 0.17 |
Exercise price per share | $ 0.50 | $ 0.50 |
Expected volatility | 75.00% | 73.00% |
Risk-free interest rate | 0.90% | 0.60% |
Dividend yield | 0.00% | 0.00% |
Remaining expected term of underlying securities | 6 months | 1 year |
Warrants outstanding | 17,623,387 | 17,623,387 |
Warrants outstanding with down-round provision | $ 2,742,763 | $ 2,742,763 |
Private Placement 2 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Closing price per share of common stock | $ 0.12 | $ 0.17 |
Exercise price per share | $ 0.50 | $ 0.50 |
Expected volatility | 75.00% | 73.00% |
Risk-free interest rate | 1.30% | 0.80% |
Dividend yield | 0.00% | 0.00% |
Remaining expected term of underlying securities | 1 year 6 months | 2 years |
Warrants outstanding | 6,032,787 | 6,032,787 |
Warrants outstanding with down-round provision | $ 905,917 | $ 905,917 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | Mar. 31, 2017 | Sep. 14, 2016 |
Fair value of debt | $ 2,281,839 | |
Debt instrument discount rate | 10.00% | |
Lowa State Bank [Member] | Maximum [Member] | ||
Debt interest rate percentage | 8.00% | |
Lowa State Bank [Member] | Minimum [Member] | ||
Debt interest rate percentage | 4.00% | |
January 2017 Private Placement [Member] | ||
Percentage of warrant related to convertible preferred stock | 10.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 5,489 | $ 37,285 |
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Significant Observable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 5,489 | $ 37,285 |
Fair Value Measurements - Sum52
Fair Value Measurements - Summary of Changes in Fair Value of Financial Liabilities Measured at Fair Value (Details) - Warrant Liability [Member] - Significant Observable Inputs (Level 3) [Member] | 6 Months Ended |
Mar. 31, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, liabilities measured on recurring basis, beginning balance | $ 37,285 |
Revaluation of warrants recognized in earnings | (31,796) |
Fair value, liabilities measured on recurring basis, ending balance | $ 5,489 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Oct. 31, 2016 | Apr. 30, 2012 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Number of common stock shares issued, value | $ 2,569,515 | |||||||
Preferred stock dividend rate percentage | 10.00% | |||||||
Preferred stock dividends | $ 331,370 | |||||||
Exercise price | $ 340,000 | |||||||
Share based compensation | $ 29,907 | $ 61,221 | $ 13,175 | $ 5,444 | ||||
Fair value of extended term included in stock compensation expenses | 15,793 | |||||||
Unamortized compensation expenses | $ 356,525 | $ 356,525 | $ 356,525 | |||||
Weighted average remaining amortizable life | 4 years 3 months 18 days | |||||||
2016 Stock Option Plan | ||||||||
Stock option term | 10 years | |||||||
Stock option vesting period | 60 months | |||||||
Option granted | $ 17,952 | |||||||
Dividend yield | 0.00% | 0.00% | ||||||
Risk free interest | 1.30% | |||||||
Expected volatility | 73.00% | |||||||
Expected term | 5 years | 5 years | ||||||
Number of granted options under purchase of common stock | 1,540,000 | |||||||
Fair value of options at grant in aggregate | $ 102,994 | |||||||
10 % Convertible Preferred Stock [Member] | ||||||||
Preferred stock accrued dividend | $ 331,370 | |||||||
Preferred stock dividend rate percentage | 10.00% | 10.00% | ||||||
Preferred stock dividends | $ 689,738 | $ 619,528 | ||||||
Preferred stock dividends paid | $ 565,247 | $ 38,100 | ||||||
Number of common stock in lieu of cash divdend | 4,471,291 | |||||||
Senior Management [Member] | 2016 Stock Option Plan | ||||||||
Number of granted options under purchase of common stock | 8,750,000 | |||||||
Senior Management [Member] | Four Fiscal Year Period [Member] | 2016 Stock Option Plan | ||||||||
Options vesting in varying installements | 7,150,000 | |||||||
Remaining option vest during peirod | 1,600,000 | |||||||
Board of Directors [Member] | ||||||||
Number of common stock shares issued, value | $ 65,000 | |||||||
Number of common stock shares issued | 650,000 | |||||||
Employee [Member] | 2016 Stock Option Plan | ||||||||
Stock option granted | 150,000 | |||||||
Employee [Member] | 2016 Stock Option Plan [Member] | ||||||||
Common stock exercise price per share | $ 0.20 | |||||||
10% Convertible Preferred Stock Dividends [Member] | ||||||||
Number of common stock shares issued, value | $ 2,300,000 | |||||||
Preferred stock accrued dividend | $ 512,314 | |||||||
Number of common stock shares issued | 3,894,099 | |||||||
Preferred stock dividends paid | $ 358,368 | $ 140,748 | ||||||
Series B 10% Convertible Preferred Stock [Member] | ||||||||
Preferred stock accrued dividend | $ 331,370 | |||||||
Preferred stock dividend rate percentage | 10.00% | 10.00% | ||||||
Preferred stock dividends | $ 689,738 | $ 619,528 | ||||||
Minimum [Member] | 2016 Stock Option Plan | ||||||||
Risk free interest | 1.50% | |||||||
Expected volatility | 72.00% | |||||||
Exercise price | $ 0.10 | |||||||
Maximum [Member] | 2016 Stock Option Plan | ||||||||
Risk free interest | 2.00% | |||||||
Expected volatility | 75.00% | |||||||
Exercise price | $ .11 |
Segment Information (Details Na
Segment Information (Details Narrative) | 6 Months Ended |
Mar. 31, 2017segment | |
Consolidated [Member] | |
Reportable operating segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 1,112,936 | $ 608,526 | $ 1,546,789 | $ 1,103,176 |
Operating loss from continuing operations | (1,196,969) | (1,302,389) | (2,505,345) | (2,598,641) |
Interest and financing costs | 303,946 | 181,706 | 554,597 | 384,759 |
Operating Segments [Member] | Dual Fuel Conversions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,112,936 | 608,526 | 1,546,789 | 1,073,193 |
Amortization | 207,686 | 205,888 | 416,906 | 411,300 |
Depreciation | 54,135 | 54,565 | 108,157 | 114,916 |
Operating loss from continuing operations | (635,414) | (786,952) | (1,435,663) | (1,449,433) |
Interest and financing costs | 125,206 | 65,653 | 245,095 | 146,925 |
Total assets | 5,885,999 | 6,010,715 | 5,885,999 | 6,010,715 |
Capital expenditures | 3,452 | 1,568 | 8,267 | 4,561 |
Software development | 31,320 | 105,359 | 71,977 | 152,955 |
Operating Segments [Member] | NGL Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 29,983 | |||
Amortization | 7,500 | 7,500 | 15,000 | 15,000 |
Depreciation | 43,325 | 43,325 | 86,650 | 86,650 |
Operating loss from continuing operations | (198,662) | (202,594) | (374,157) | (438,510) |
Interest and financing costs | 137,967 | 121,988 | 268,729 | 236,233 |
Total assets | 2,645,331 | 3,428,352 | 2,645,331 | 3,428,352 |
Capital expenditures | 40,023 | 435,661 | ||
Software development | ||||
Operating Segments [Member] | Corporate [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | ||||
Amortization | 35,354 | 14,669 | 66,668 | 42,303 |
Depreciation | ||||
Operating loss from continuing operations | (362,893) | (312,843) | (695,525) | (710,698) |
Interest and financing costs | 40,773 | (5,935) | 40,773 | 1,601 |
Total assets | 1,799,648 | 1,340,502 | 1,799,648 | 1,340,502 |
Capital expenditures | ||||
Software development | ||||
Consolidated [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,112,936 | 608,526 | 1,546,789 | 1,103,176 |
Amortization | 250,540 | 228,057 | 498,574 | 468,603 |
Depreciation | 97,460 | 97,890 | 194,807 | 201,566 |
Operating loss from continuing operations | (1,196,969) | (1,302,389) | (2,505,345) | (2,598,641) |
Interest and financing costs | 303,946 | 181,706 | 554,597 | 384,759 |
Total assets | 10,330,978 | 10,779,569 | 10,330,978 | 10,779,569 |
Capital expenditures | 3,452 | 41,591 | 8,267 | 440,222 |
Software development | $ 31,320 | $ 105,359 | $ 71,977 | $ 152,955 |