Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 14, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Abtech Holdings, Inc. | |
Entity Central Index Key | 1,405,858 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | ABHD | |
Entity Common Stock, Shares Outstanding | 2,524,454 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 23,290 | $ 58,435 |
Accounts receivable - trade, net | 78,732 | 36,650 |
Inventories, net | 381,931 | 326,679 |
Prepaid expenses and other current assets | 38,726 | 22,625 |
Total current assets | 522,679 | 444,389 |
Fixed assets, net | 154,582 | 141,629 |
Security deposits | 17,977 | 17,977 |
Total assets | 695,238 | 603,995 |
Current liabilities | ||
Accounts payable | 1,573,902 | 1,401,637 |
Loans from stockholders | 9,000 | 9,000 |
Bank line of credit | 61,574 | 65,625 |
Notes payable | 250,000 | 250,000 |
Convertible promissory notes | 794,546 | 794,546 |
Due to investors - related party | 9,796,000 | 7,413,000 |
Related party loan | 0 | 65,102 |
Capital lease obligation - current portion | 13,406 | 12,651 |
Accrued interest payable | 1,710,781 | 1,005,983 |
Accrued expenses | 523,404 | 391,801 |
Total current liabilities | 14,732,613 | 11,409,345 |
Related party loan | 59,760 | 0 |
Capital lease obligation - noncurrent portion | 23,461 | 33,612 |
Total liabilities | 14,815,834 | 11,442,957 |
Commitments and contingencies | ||
Stockholders' equity (deficiency) | ||
Common stock, $0.001 par value; 50,000,000 authorized shares; 2,524,454 and 2,508,392 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 2,524 | 2,508 |
Additional paid-in capital | 59,430,224 | 61,567,441 |
Non-controlling interest | (2,779,646) | (4,724,713) |
Accumulated deficit | (70,773,698) | (67,684,198) |
Total stockholders' equity (deficiency) | (14,120,596) | (10,838,962) |
Total liabilities and stockholders' equity (deficiency) | $ 695,238 | $ 603,995 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 50,000,000 | 50,000,000 |
Common stock, issued shares | 2,524,454 | 2,508,392 |
Common stock, outstanding shares | 2,524,454 | 2,508,392 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net revenues | $ 128,839 | $ 311,952 | $ 426,438 | $ 506,562 |
Cost of revenues | 110,955 | 157,725 | 332,350 | 355,662 |
Gross profit | 17,884 | 154,227 | 94,088 | 150,900 |
Selling, general and administrative expenses | 758,278 | 775,435 | 2,228,303 | 2,153,643 |
Research and development expenses | 77,456 | 186,039 | 433,926 | 626,915 |
Gain on disposal of fixed assets | 0 | 0 | 0 | (5,552) |
Operating loss | (817,850) | (807,247) | (2,568,141) | (2,624,106) |
Interest expense | (260,775) | (181,194) | (717,993) | (464,739) |
Loss before income taxes | (1,078,625) | (988,441) | (3,286,134) | (3,088,845) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (1,078,625) | (988,441) | (3,286,134) | (3,088,845) |
Net loss attributable to non-controlling interest | (65,367) | (117,558) | (196,634) | (373,226) |
Net loss attributable to controlling interest | $ (1,013,258) | $ (870,883) | $ (3,089,500) | $ (2,715,619) |
Basic and diluted loss per common share | $ (0.40) | $ (0.35) | $ (1.23) | $ (1.08) |
Basic and diluted weighted average number of shares outstanding | 2,524,454 | 2,508,392 | 2,520,125 | 2,508,392 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Activities | ||
Net loss | $ (3,286,134) | $ (3,088,845) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 17,930 | 10,756 |
Stock-based compensation expense | 4,500 | 13,500 |
Gain on sale of fixed assets | 0 | (5,552) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (42,082) | (203,978) |
Inventories | (55,252) | 11,363 |
Prepaid expenses and other current assets | (16,101) | (920) |
Accounts payable | 172,265 | (103,562) |
Security deposits | 0 | 10,425 |
Accrued interest payable | 704,798 | 445,128 |
Accrued expenses | 131,603 | 80,929 |
Net cash used in operating activities | (2,368,473) | (2,830,756) |
Investing Activities | ||
Purchases of fixed assets | (30,883) | (50,433) |
Proceeds from sale of fixed assets | 0 | 10,000 |
Net cash used in investing activities | (30,883) | (40,433) |
Financing Activities | ||
Proceeds from due to investors - related party | 2,383,000 | 2,908,000 |
Draws on bank line of credit | 17,000 | 0 |
Repayments on bank line of credit | (21,051) | (11,145) |
Repayments on convertible promissory notes | 0 | (55,454) |
Repayments under capital lease obligation | (9,396) | (4,895) |
Decrease in due to related party | (5,342) | (5,081) |
Net cash provided by financing activities | 2,364,211 | 2,831,425 |
Net change in cash and cash equivalents | (35,145) | (39,764) |
Cash and cash equivalents at beginning of period | 58,435 | 84,415 |
Cash and cash equivalents at end of period | 23,290 | 44,651 |
Supplemental cash flow information: | ||
Cash paid for interest | 13,373 | 15,794 |
Cash paid for income taxes | 0 | 0 |
Fixed asset purchased with a capital lease | $ 0 | $ 54,171 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1 – ORGANIZATION Abtech Holdings, Inc. (“ABHD” or the “Company”) was incorporated under the laws of the State of Nevada on February 13, 2007, and has authorized capital stock of 50,000,000 shares of common stock at $0.001 par value. ABHD is the parent holding company. AbTech Industries, Inc. (“AbTech”), a Delaware corporation with an authorized capital of 15,000,000 shares of $0.01 par value common stock and 5,000,000 shares of $0.01 par value preferred stock, was acquired by ABHD in a reverse acquisition transaction on February 10, 2011. AbTech is a majority-owned subsidiary of ABHD and is the operating company. AbTech is an environmental technologies firm that provides innovative solutions to address issues of water pollution. AbTech has developed and patented the Smart Sponge ® In 2012, the Company formed a subsidiary, AEWS Engineering, LLC (“AEWS”), an independent civil and environmental engineering firm. As of September 30, 2018, AEWS was dormant. AEWS’s office, located in Raleigh, North Carolina, was closed at the end of April 2017. AbTech’s wholly-owned subsidiary, Environmental Security Corporation (“ESC”), was formed by the Company in 2003 to develop a sensor array technology designed to detect impurities in water flows. ESC owns a U.S. patent on this technology and has acquired rights to another monitoring technology, but otherwise had no operations during 2018 or 2017. The Company operates in one business segment which is the filtration and treatment of polluted water. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Financial Statement Presentation – The condensed consolidated financial statements include the accounts of ABHD, AbTech, AEWS and ESC. Intercompany accounts and transactions have been eliminated. The shares of AbTech preferred stock that have not converted to shares of ABHD common stock represent the non-controlling interest shown on the condensed consolidated balance sheets. On November 6, 2018, the Company completed a reverse stock split of 200-for-1 to its issued and outstanding shares of common stock and 16-for-1 reverse split to the authorized shares of common stock (see NOTE 10 – Subsequent Events). All share amounts and per share amounts related to the Company’s common stock in these condensed consolidated financial statements have been adjusted to give retroactive effect to the reverse stock split for all periods presented. The condensed consolidated financial statements as of September 30, 2018 and for the three and nine months ended September 30, 2018 and 2017 are unaudited and, in the opinion of the Company’s management, include all adjustments necessary for a fair presentation of such condensed consolidated financial statements. Such adjustments are of a normal recurring nature. Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates are used in determining the allowance for doubtful accounts and obsolete inventory in valuing stock-based compensation, and in evaluating the Company’s ability to continue as a going concern. Due to the uncertainties inherent in the formulation of accounting estimates, and the significance of these items, it is reasonable to expect that the estimates in connection with these items could be materially revised within the next year. Revenue Recognition A. Significant accounting policy – Revenue is measured based on the consideration specified in a contract with a customer and excludes any sales incentives. The Company recognizes revenue when it satisfies a performance obligation by transferring control over goods or services to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. The Company recognizes shipping and handling fees associated with outbound freight after control over a product has transferred to a customer as revenue and the related expenses as a fulfillment cost included in cost of revenues. B. Nature of Goods and Services – The Company generates its revenue from one segment, the filtration and treatment of polluted water. The Company sells various filtration products that contain various types of filtration media along with ancillary equipment used for the deployment of the filtration products, such as diversion collars, vessels and containment cages. The Company is focused on two application markets for its products, stormwater and industrial. C. Disaggregation of revenue – In the following table, revenue for the three and nine month periods ended September 30, is disaggregated by primary geographical and application markets. Three Months ended Nine Months Ended September 30, 2018 Unaudited September 30, 2017 Unaudited September 30, 2018 Unaudited September 30, 2017 Unaudited Geographical Markets North America $ 125,721 $ 311,952 $ 411,714 $ 500,262 Foreign 3,118 - 14,724 6,300 $ 128,839 $ 311,952 $ 426,438 $ 506,562 Application Markets Stormwater $ 128,839 $ 279,702 $ 393,564 $ 474,312 Industrial - 32,250 32,874 32,250 $ 128,839 $ 311,952 $ 426,438 $ 506,562 Net Loss Per Share – Basic net loss per share is computed by dividing net loss attributable to controlling interests by the weighted average number of shares of common stock outstanding during the period. The Company has other potentially dilutive securities outstanding that are not shown in a diluted net loss per share calculation because their effect in both 2018 and 2017 would be anti-dilutive. The following chart lists the securities as of September 30, 2018 and 2017 that were not included in the computation of diluted net loss per share because their effect would have been antidilutive: Common Shares September 30, 2018 Unaudited September 30, 2017 Unaudited Options to purchase common stock 13,046 17,427 Warrants to purchase common stock 43,829 44,004 Promissory notes 1,119,465 21,114 Convertible preferred stock in AbTech 16,316 32,287 Due to investors with conversion right 8,889,569 - 10,082,225 114,832 Recent Accounting Pronouncements – In January 2016, the FASB issued ASU No. 2016-01, “ Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments and affects all entities that hold financial assets or owe financial liabilities. The Company has now adopted this new standard. However, its adoption had no material impact on the condensed consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842),” In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which addresses how eight specific cash flow issues should be presented and classified in the statement of cash flows. The Company has now adopted this new standard. However, its adoption had no material impact on the condensed consolidated financial statements. In June 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” which provides guidance on which changes to the terms or conditions of share-based payment awards require an entity to apply modification accounting in ASC Topic 718. The Company has now adopted this new standard. However, its adoption had no material impact on the condensed consolidated financial statements. Changes in accounting policies – Beginning in 2018, the Company adopted Topic 606, Revenue from Contracts with Customers. While the adoption of this new standard is a change in accounting policy for revenue recognition, the change had no material effect on the amount or timing of the recognition of revenue as reflected in these condensed consolidated financial statements. Accordingly, there is no difference for the Company between using the retrospective or cumulative approaches to adopting the new standard in these condensed consolidated financial statements. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 3 – INVENTORIES The Company uses a perpetual inventory system and periodic physical test counts to determine inventory amounts at interim balance sheet dates. Inventories are stated at the lower of cost or net realizable value, with cost computed on an average cost method which approximates the first-in, first-out basis. Inventory consisted of the following: September 30, 2018 (Unaudited) December 31, 2017 Raw materials $ 103,938 $ 117,048 Work in process 326,436 243,810 Finished goods 14,557 28,821 Reserve for obsolescence (63,000 ) (63,000 ) Total $ 381,931 $ 326,679 |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2018 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 4 – GOING CONCERN These condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and has incurred net losses since its inception. These losses, with the associated substantial accumulated deficit, are a direct result of the Company’s product development activities, the costs of introducing its technologies to the market and pursuing market acceptance and, more recently, substantial legal expenses. In addition, the Company has a working capital deficit of approximately $14.2 million as of September 30, 2018, with approximately $12.6 million of debt and accrued interest that will become due in 2018 or is due on demand. Realization of a major portion of the assets in the accompanying condensed consolidated balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements and the success of its future operations. The Company operates in a new, developing industry with a variety of competitors. These factors raise substantial doubt about the Company’s ability to continue as a going concern. As a result, the Company’s independent registered public accounting firm included an emphasis-of-matter paragraph with respect to the Company’s audited consolidated financial statements for the year ended December 31, 2017, expressing uncertainty regarding the Company’s assumption that it will continue as a going concern. In order to continue as a going concern, the Company will at a minimum need to generate additional revenue through sales growth in the short term, raise additional capital to fund its operating losses and service its debt and resolve the legal matters described in NOTE 9 – LITIGATION AND CONTINGENCIES. Management’s plans in regard to these matters are described as follows: Sales and Marketing . Financing. To date, the Company has financed its operations primarily with loans from shareholders, private placement financings and sales revenue. During the first nine months of 2018, the Company received $2,383,000 in additional cash advances from two of its major stockholders, bringing the total amount of outstanding loans from these shareholders to $9,796,000 at September 30, 2018. Terms for these loans have not been formalized; however, the Company has treated the loans as debt accruing interest at 10% . Management believes that in the event that its water treatment solutions for the stormwater, industrial and commercial markets are validated, and if economic conditions improve in the Company’s target markets, sales revenue may grow significantly, which may enable the Company to reverse its negative cash flow from operations and raise additional capital as needed to service debt and fund operations. However, there is no assurance that the Company’s overall efforts will be successful. If the Company is unable to generate significant sales growth in the near term and raise additional capital, there is a risk that the Company could default on debt maturing during 2018. There can be no assurance that noteholders will grant additional maturity date extensions or waive any default provisions of our outstanding notes or that we will be able to timely refinance or repay such notes. Further, the Company is currently in default on notes that matured in April 2017; . |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Accounts receivable, related party – In the second quarter of 2018, the Company recognized $28,194 of revenue on the sale of stormwater products to a customer that is considered to be a related party because it beneficially owns greater than 5% of the Company’s issued and outstanding common stock. Accrued expenses – At September 30, 2018 and December 31, 2017, accrued expenses included $261,875 and $269,375, respectively, for fees due to directors of the Company for their services as directors. Due to investors – In the first nine months of 2018, two investors considered to be related parties because they individually beneficially own greater than 5% of the Company’s issued and outstanding common stock, made cash advances to the Company totaling $2,383,000 as short-term loans. During the year ended December 31, 2017, these same related party investors made similar cash advances to the Company totaling $3,682,000. The specific terms of these loans have not yet been determined. However, the Company is accruing interest on these loans at a rate of 10% per annum, which accrued interest totaled approximately $1,352,000 at September 30, 2018 and $709,000 at December 31, 2017. |
PROMISSORY NOTES AND OTHER DEBT
PROMISSORY NOTES AND OTHER DEBT | 9 Months Ended |
Sep. 30, 2018 | |
Debt Instruments [Abstract] | |
PROMISSORY NOTES AND OTHER DEBT | NOTE 6 – PROMISSORY NOTES AND OTHER DEBT Information regarding the various promissory notes that were outstanding as of September 30, 2018 is set forth in the table below: Principal Amount Interest Rate Maturity Date Conversion Rate Current promissory notes Secured, convertible note $ 44,546 11.5 % 11/30/18 (1) $ 1.254 Secured note 250,000 11.5 % 4/30/17 (2) $ 1.254 Unsecured, convertible note 250,000 6.5 % 4/30/17 (2) $ 1.254 Unsecured, convertible note 500,000 6.5 % 4/30/17 (2) $ 1.254 Total promissory notes $ 1,044,546 (1) On October 21, 2016, the Company and the holder of this note mutually agreed to amend the note by: (i) extending the maturity date from April 12, 2016 to October 31, 2017; (ii) continuing the interest rate at 11.5% per annum through the new maturity date; (iii) obligating the Company to make monthly payments on the note of $10,000 per month beginning in November 2016; and (iv) adding a conversion feature to the note that allows the note holder to convert the unpaid balance due under the note into shares of the Company’s common stock at a conversion rate of $6.40 per share. On July 17, 2017, the Company and the holder of this note mutually agreed to further amend the note by: (a) extending the maturity date from October 31, 2017 to November 15, 2017; (b) granting to the holder of the note a right to convert the entire outstanding unpaid balance of the note, including any unpaid accrued interest thereon, into shares of the Company’s common stock at a conversion rate of $ 3.00 per share through November 15, 2017; and (c) tolling the Company’s obligation to make monthly payments on the note until after November 15, 2017. On February 27, 2018, the Company and the holder of this note mutually agreed to further amend the note by: (a) extending the maturity date from November 15, 2017 to April 30, 2018; and (b) further tolling the Company’s obligation to make monthly payments on the note until after April 30, 2018, at which time, the maturity date was further extended and the Company was to resume making payments of $10,000 per month until the note is paid in full. In August 2018, the Company and the holder of this note mutually agreed to further amend the note by: (a) extending the maturity date from April 30, 2018 to November 30, 2018; (b) granting to the holder of the note a right to convert the entire outstanding unpaid balance of the note, including any unpaid accrued interest thereon, into shares of the Company’s common stock at a conversion rate of $3.00 per share through November 30, 2018; and (c) tolling the Company’s obligation to make monthly payments on the note until after November 30, 2018, at which time, the maturity date will be further extended and the Company will resume making payments of $10,000 per month until the note is paid in full. (2) In March 2017, the Company and the holder of these notes mutually agreed to extend the maturity dates of these notes to April 30, 2017, thus curing the technical default of the notes that had occurred on the prior maturity dates of May 11, 2016 for the secured note and April 15, 2016 for the unsecured notes. As of September 30, 2018, these notes were once again in technical default. However, the note holder has not declared an event of default. The Company is attempting to further extend the maturity dates on these notes. However, the Company gives no assurance that an agreement to extend such maturity dates will be achieved. The convertible promissory notes and related accrued interest are convertible into shares of the Company’s common stock at the indicated conversion rates. The secured notes have a security interest in all of the personal property and other assets of the Company. The note discounts resulting from warrants issued with the notes and any beneficial conversion features inherent in the convertible notes, were fully amortized prior to 2016. In August 2018, the Due to Investors of $1.254 . Bank Line of Credit The Company has a bank line of credit with a credit limit of $100,000. This line of credit has an annual interest rate of prime plus 6.75% and requires monthly payment of any interest due plus approximately 1% of the outstanding balance. At September 30, 2018 and December 31, 2017, the outstanding balance due on the bank line of credit was $61,574 and $65,625, respectively. Due to Investors The amount shown in the condensed consolidated balance sheets as due to investors represents short-term loans made to the Company by related party investors (see NOTE 5 – RELATED PARTY TRANSACTIONS – Due to Investors). The terms of these loans have not yet been determined. However, the Company is accruing interest on the outstanding balance of the loans at a rate of 10% . |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 7 – FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, capital leases, loans due to investors, bank line of credit, notes payable and convertible notes payable. The fair value of these financial instruments approximates their carrying values, using level 3 inputs, based on their short maturities, or for long term debt, based on borrowing rates currently available to the Company for loans with similar terms and maturities. Gains and losses recognized on changes in fair value of financial instruments, if any, are reported in other income (expense) as gain (loss) on change in fair value. At September 30, 2018, the Company had no financial instruments outstanding that were estimated using level 1, level 2 or level 3 inputs, other than discussed above. |
STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS' DEFICIENCY | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIENCY | NOTE 8 – STOCKHOLDERS’ DEFICIENCY In March 2018, the holder of 600,000 shares of AbTech preferred stock converted such shares into 15,972 shares of ABHD common stock in accordance with the terms of the reverse acquisition transaction that occurred between AbTech and ABHD in 2011. This conversion reduced the number of AbTech preferred shares outstanding to 612,947 and reduced the minority interest of preferred shareholders in AbTech from approximately 15.3% to 8.5%. Accordingly, the carrying amount of the non-controlling interest was reduced by $2,141,701, which amount was applied to reduce additional paid-in capital by the same amount, in the first quarter of 2018. For the nine months ended September 30, 2018, additional paid-in capital was increased by $4,500 for stock-based compensation resulting from stock options vesting during the first quarter of 2018. There were no stock options or warrants granted during the nine months ended September 30, 2018. As of September 30, 2018, all outstanding stock options granted by the Company were fully vested. |
LITIGATION AND CONTINGENCIES
LITIGATION AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION AND CONTINGENCIES | NOTE 9 – LITIGATION AND CONTINGENCIES On September 17, 2018, the Securities and Exchange Commission (the “SEC”) agreed to settle administrative charges against Abtech Holdings, Inc. (the “Company”) and its Chief Executive Officer, Glenn Rink (“Rink”), and Chief Financial Officer, Lane Castleton (“Castleton”). The SEC alleged that Rink and Castleton caused the Company to file a third quarter 2014 Form 10-Q and a 2014 Form 10-K that contained misleading statements about the status of and contingencies affecting a material contract between the Company and Nassau County, New York. The SEC issued an Order Instituting Cease-and-Desist Proceedings pursuant to Section 8(a) of the Securities Act of 1933 (the “Securities Act”) and Section 21(c) of the Securities Exchange Act of 1934 (the “Exchange Act”), Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (the “Settlement Order”) on terms proposed by the Company to the SEC on August 20, 2018 in an Offer of Settlement. Without admitting or denying the SEC’s findings, the Company consented to the entry of the Settlement Order requiring it to cease and desist from committing or causing any violations or any future violations of Section 17(a)(2) of the Securities Act, Section 13(a) of the Exchange Act and certain related rules thereunder, and agreed to pay $33,414 in disgorgement and pre-judgment interest as well as a civil penalty of $100,000. Payment to the SEC is required to be made by the Company in two installments: the first installment of $66,707 was paid in September 2018, after the entry into the Settlement Order and the remaining $66,707, which is payable within 360 days after the entry into the Settlement Order. Both Rink and Castleton, also without admitting or denying the findings, agreed to the entry of SEC orders requiring them to cease and desist from committing or causing any violations or any future violations of the same provisions, and to pay civil penalties of $60,000 and $35,000, respectively. In May 2016, the Company, AEWS and AbTech received letters from the New York State Joint Commission on Public Ethics (“JCOPE”) asking for a written response to allegations constituting potential violations of lobbying laws in the state of New York. The Company’s legal counsel provided a written response to JCOPE on May 31, 2016, wherein they presented the Company’s position that it has consistently complied with all applicable lobbying laws. On August 15, 2016, JCOPE issued notices to the Company, AbTech and AEWS that JCOPE had decided to commence an investigation to determine whether a substantial basis exists to conclude that the Company violated lobbying laws in the state of New York. The Company intends to defend its position that it has consistently complied with all applicable lobbying laws and is working with JCOPE to resolve this matter. However, it is not clear at this time how the matter will ultimately be resolved. In accordance with the stockholder proposal approved by the Company’s stockholders at the May 13, 2016 . As of September 30, 2018, the Company had incurred approximately $4,437,000 in legal fees and other costs related to the matters described above, including approximately $955,000 incurred during the first nine months of 2018. The Company cannot estimate at this time the cost of additional legal representation in resolving the JCOPE investigation or pursuing legal action pursuant to the Stockholder Proposal. The Company has filed a claim for coverage for some of these legal fees under a liability insurance policy. The insurer denied the claim and the Company engaged legal counsel to dispute the insurer’s denial of the claim. After an unsuccessful attempt to resolve the dispute through mediation, the Company filed a formal complaint against the insurer on July 11, 2016, in the United States District Court for the Southern District of New York. In December 2016, the insurer remitted a payment to the Company of $465,187 for a portion of the claim that the insurer determined to be covered by the policy. During 2018 and 2017, the insurer remitted additional payments totaling $576,568 and $1,138,984, respectively, to the Company, or directly to the applicable law firms, for legal fees related to these matters. The payments made by the insurer were offset against other selling, general and administrative operating expenses in the periods in which such payments were received. The ultimate outcome of the litigation with the insurer cannot be determined at this time. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Subsequent to September 30, 2018, the Company received additional short-term funding of $ 368,000 from an investor considered to be a related party because it individually has a beneficial ownership interest in the Company of greater than 5 %, bringing the total due to investors for these short-term loans to $ 10,164,000 . NOTE 6 – PROMISSORY NOTES AND OTHER DEBT – Due to Investors). On November 5, 2018, the Company issued a press release announcing that the 200-for-1 reverse stock split to the Company’s issued and outstanding common stock, par value $0.001 per share (the “Common Stock”), and the 16-for-1 reverse stock split to the Company’s authorized Common Stock (together the “Stock Split”), which was approved by the Company’s stockholders at the Annual Meeting of Stockholders on August 15, 2018, would become effective on Tuesday, November 6, 2018 (the “Effective Date”). As a result of the Stock Split, the Company’s issued and outstanding shares of Common Stock decreased from 504,872,558 shares to approximately 2,524,454 shares (depending on the number of fractional shares that will be rounded up to whole shares) and the number of authorized shares of Common Stock decreased from 800,000,000 shares to 50,000,000 shares. All options, warrants and convertible securities of the Company outstanding immediately prior to the Stock Split were appropriately adjusted by dividing the number of shares of Common Stock into which the options, warrants and convertible securities are exercisable or convertible by 200 and multiplying the exercise or conversion price thereof by 200 as a result of the Stock Split. All share amounts and per share amounts related to the Company’s Common Stock in these condensed consolidated financial statements have been adjusted to give retroactive effect to the Stock Split for all periods presented. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation – The condensed consolidated financial statements include the accounts of ABHD, AbTech, AEWS and ESC. Intercompany accounts and transactions have been eliminated. The shares of AbTech preferred stock that have not converted to shares of ABHD common stock represent the non-controlling interest shown on the condensed consolidated balance sheets. On November 6, 2018, the Company completed a reverse stock split of 200-for-1 to its issued and outstanding shares of common stock and 16-for-1 reverse split to the authorized shares of common stock (see NOTE 10 – Subsequent Events). All share amounts and per share amounts related to the Company’s common stock in these condensed consolidated financial statements have been adjusted to give retroactive effect to the reverse stock split for all periods presented. The condensed consolidated financial statements as of September 30, 2018 and for the three and nine months ended September 30, 2018 and 2017 are unaudited and, in the opinion of the Company’s management, include all adjustments necessary for a fair presentation of such condensed consolidated financial statements. Such adjustments are of a normal recurring nature. |
Use of Estimates | Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates are used in determining the allowance for doubtful accounts and obsolete inventory in valuing stock-based compensation, and in evaluating the Company’s ability to continue as a going concern. Due to the uncertainties inherent in the formulation of accounting estimates, and the significance of these items, it is reasonable to expect that the estimates in connection with these items could be materially revised within the next year. |
Revenue Recognition | Revenue Recognition A. Significant accounting policy – Revenue is measured based on the consideration specified in a contract with a customer and excludes any sales incentives. The Company recognizes revenue when it satisfies a performance obligation by transferring control over goods or services to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. The Company recognizes shipping and handling fees associated with outbound freight after control over a product has transferred to a customer as revenue and the related expenses as a fulfillment cost included in cost of revenues. B. Nature of Goods and Services – The Company generates its revenue from one segment, the filtration and treatment of polluted water. The Company sells various filtration products that contain various types of filtration media along with ancillary equipment used for the deployment of the filtration products, such as diversion collars, vessels and containment cages. The Company is focused on two application markets for its products, stormwater and industrial. C. Disaggregation of revenue – In the following table, revenue for the three and nine month periods ended September 30, is disaggregated by primary geographical and application markets. Three Months ended Nine Months Ended September 30, 2018 Unaudited September 30, 2017 Unaudited September 30, 2018 Unaudited September 30, 2017 Unaudited Geographical Markets North America $ 125,721 $ 311,952 $ 411,714 $ 500,262 Foreign 3,118 - 14,724 6,300 $ 128,839 $ 311,952 $ 426,438 $ 506,562 Application Markets Stormwater $ 128,839 $ 279,702 $ 393,564 $ 474,312 Industrial - 32,250 32,874 32,250 $ 128,839 $ 311,952 $ 426,438 $ 506,562 |
Net Loss Per Share | Net Loss Per Share – Basic net loss per share is computed by dividing net loss attributable to controlling interests by the weighted average number of shares of common stock outstanding during the period. The Company has other potentially dilutive securities outstanding that are not shown in a diluted net loss per share calculation because their effect in both 2018 and 2017 would be anti-dilutive. The following chart lists the securities as of September 30, 2018 and 2017 that were not included in the computation of diluted net loss per share because their effect would have been antidilutive: Common Shares September 30, 2018 Unaudited September 30, 2017 Unaudited Options to purchase common stock 13,046 17,427 Warrants to purchase common stock 43,829 44,004 Promissory notes 1,119,465 21,114 Convertible preferred stock in AbTech 16,316 32,287 Due to investors with conversion right 8,889,569 - 10,082,225 114,832 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – In January 2016, the FASB issued ASU No. 2016-01, “ Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments and affects all entities that hold financial assets or owe financial liabilities. The Company has now adopted this new standard. However, its adoption had no material impact on the condensed consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842),” In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which addresses how eight specific cash flow issues should be presented and classified in the statement of cash flows. The Company has now adopted this new standard. However, its adoption had no material impact on the condensed consolidated financial statements. In June 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” which provides guidance on which changes to the terms or conditions of share-based payment awards require an entity to apply modification accounting in ASC Topic 718. The Company has now adopted this new standard. However, its adoption had no material impact on the condensed consolidated financial statements. Changes in accounting policies – Beginning in 2018, the Company adopted Topic 606, Revenue from Contracts with Customers. While the adoption of this new standard is a change in accounting policy for revenue recognition, the change had no material effect on the amount or timing of the recognition of revenue as reflected in these condensed consolidated financial statements. Accordingly, there is no difference for the Company between using the retrospective or cumulative approaches to adopting the new standard in these condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Disaggregation of revenue | C. Disaggregation of revenue – In the following table, revenue for the three and nine month periods ended September 30, is disaggregated by primary geographical and application markets. Three Months ended Nine Months Ended September 30, 2018 Unaudited September 30, 2017 Unaudited September 30, 2018 Unaudited September 30, 2017 Unaudited Geographical Markets North America $ 125,721 $ 311,952 $ 411,714 $ 500,262 Foreign 3,118 - 14,724 6,300 $ 128,839 $ 311,952 $ 426,438 $ 506,562 Application Markets Stormwater $ 128,839 $ 279,702 $ 393,564 $ 474,312 Industrial - 32,250 32,874 32,250 $ 128,839 $ 311,952 $ 426,438 $ 506,562 |
Components of Antidilutive Securities | The following chart lists the securities as of September 30, 2018 and 2017 that were not included in the computation of diluted net loss per share because their effect would have been antidilutive: Common Shares September 30, 2018 Unaudited September 30, 2017 Unaudited Options to purchase common stock 13,046 17,427 Warrants to purchase common stock 43,829 44,004 Promissory notes 1,119,465 21,114 Convertible preferred stock in AbTech 16,316 32,287 Due to investors with conversion right 8,889,569 - 10,082,225 114,832 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | Inventory consisted of the following: September 30, 2018 (Unaudited) December 31, 2017 Raw materials $ 103,938 $ 117,048 Work in process 326,436 243,810 Finished goods 14,557 28,821 Reserve for obsolescence (63,000 ) (63,000 ) Total $ 381,931 $ 326,679 |
PROMISSORY NOTES AND OTHER DE_2
PROMISSORY NOTES AND OTHER DEBT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Instruments [Abstract] | |
Schedule of Long-term Debt Instruments | Information regarding the various promissory notes that were outstanding as of September 30, 2018 is set forth in the table below: Principal Amount Interest Rate Maturity Date Conversion Rate Current promissory notes Secured, convertible note $ 44,546 11.5 % 11/30/18 (1) $ 1.254 Secured note 250,000 11.5 % 4/30/17 (2) $ 1.254 Unsecured, convertible note 250,000 6.5 % 4/30/17 (2) $ 1.254 Unsecured, convertible note 500,000 6.5 % 4/30/17 (2) $ 1.254 Total promissory notes $ 1,044,546 (1) On October 21, 2016, the Company and the holder of this note mutually agreed to amend the note by: (i) extending the maturity date from April 12, 2016 to October 31, 2017; (ii) continuing the interest rate at 11.5% per annum through the new maturity date; (iii) obligating the Company to make monthly payments on the note of $10,000 per month beginning in November 2016; and (iv) adding a conversion feature to the note that allows the note holder to convert the unpaid balance due under the note into shares of the Company’s common stock at a conversion rate of $6.40 per share. On July 17, 2017, the Company and the holder of this note mutually agreed to further amend the note by: (a) extending the maturity date from October 31, 2017 to November 15, 2017; (b) granting to the holder of the note a right to convert the entire outstanding unpaid balance of the note, including any unpaid accrued interest thereon, into shares of the Company’s common stock at a conversion rate of $ 3.00 per share through November 15, 2017; and (c) tolling the Company’s obligation to make monthly payments on the note until after November 15, 2017. On February 27, 2018, the Company and the holder of this note mutually agreed to further amend the note by: (a) extending the maturity date from November 15, 2017 to April 30, 2018; and (b) further tolling the Company’s obligation to make monthly payments on the note until after April 30, 2018, at which time, the maturity date was further extended and the Company was to resume making payments of $10,000 per month until the note is paid in full. In August 2018, the Company and the holder of this note mutually agreed to further amend the note by: (a) extending the maturity date from April 30, 2018 to November 30, 2018; (b) granting to the holder of the note a right to convert the entire outstanding unpaid balance of the note, including any unpaid accrued interest thereon, into shares of the Company’s common stock at a conversion rate of $3.00 per share through November 30, 2018; and (c) tolling the Company’s obligation to make monthly payments on the note until after November 30, 2018, at which time, the maturity date will be further extended and the Company will resume making payments of $10,000 per month until the note is paid in full. (2) In March 2017, the Company and the holder of these notes mutually agreed to extend the maturity dates of these notes to April 30, 2017, thus curing the technical default of the notes that had occurred on the prior maturity dates of May 11, 2016 for the secured note and April 15, 2016 for the unsecured notes. As of September 30, 2018, these notes were once again in technical default. However, the note holder has not declared an event of default. The Company is attempting to further extend the maturity dates on these notes. However, the Company gives no assurance that an agreement to extend such maturity dates will be achieved. |
ORGANIZATION (Additional Inform
ORGANIZATION (Additional Information) (Detail) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | Feb. 10, 2011 |
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Abtech Holdings Inc [Member] | |||
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 50,000,000 | ||
Common stock, par value | $ 0.001 | ||
AbTech Industries, Inc. [Member] | |||
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 15,000,000 | ||
Common stock, par value | $ 0.01 | ||
Preferred stock, shares authorized | 5,000,000 | ||
Preferred stock, par value | $ 0.01 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Disaggregation of revenue) (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | $ 128,839 | $ 311,952 | $ 426,438 | $ 506,562 |
North America [Member] | ||||
Revenues | 125,721 | 311,952 | 411,714 | 500,262 |
Foreign [Member] | ||||
Revenues | 3,118 | 0 | 14,724 | 6,300 |
Stormwater [Member] | ||||
Revenues | 128,839 | 279,702 | 393,564 | 474,312 |
Industrial [Member] | ||||
Revenues | $ 0 | $ 32,250 | $ 32,874 | $ 32,250 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Computation of Antidilutive Securities) (Detail) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 10,082,225 | 114,832 |
Options to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 13,046 | 17,427 |
Warrants to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 43,829 | 44,004 |
promissory notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,119,465 | 21,114 |
Convertible preferred stock in AbTech [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 16,316 | 32,287 |
Due to investors with conversion right [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 8,889,569 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Additional Information) (Detail) | 1 Months Ended |
Nov. 06, 2018 | |
Subsequent Event [Member] | |
Stockholders' Equity, Reverse Stock Split | the Company completed a reverse stock split of 200-for-1 to its issued and outstanding shares of common stock and 16-for-1 reverse split to the authorized shares of common stock |
INVENTORIES (Schedule of Invent
INVENTORIES (Schedule of Inventories) (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of Inventory [Line Items] | ||
Raw materials | $ 103,938 | $ 117,048 |
Work in process | 326,436 | 243,810 |
Finished goods | 14,557 | 28,821 |
Reserve for obsolescence | (63,000) | (63,000) |
Total | $ 381,931 | $ 326,679 |
GOING CONCERN (Additional Infor
GOING CONCERN (Additional Information) (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Going Concern [Line Items] | |||
Working Capital Deficit | $ 14,200,000 | ||
Short-term Debt | 12,600,000 | ||
Proceeds From Investors | 2,383,000 | $ 2,908,000 | |
DueToInvestorsCurrent | $ 9,796,000 | $ 7,413,000 | |
Shareholder [Member] | |||
Going Concern [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||
Proceeds From Investors | $ 2,383,000 |
RELATED PARTY TRANSACTIONS (Add
RELATED PARTY TRANSACTIONS (Additional Information) (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | |
Related Party Transaction [Line Items] | |||
Debt Instrument, Interest Rate During Period | 10.00% | ||
Minimum Percentage Beneficial Ownership Interest | 5.00% | ||
Proceeds from Short-term Debt | $ 2,383,000 | ||
Accrued Interest, Related Party | 1,352,000 | $ 709,000 | |
Accounts Receivable, Related Parties, Current | $ 28,194 | ||
Promissory note [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from Short-term Debt | 3,682,000 | ||
Director [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued Salaries, Current | $ 261,875 | $ 269,375 |
PROMISSORY NOTES AND OTHER DE_3
PROMISSORY NOTES AND OTHER DEBT (Promissory Notes Outstanding) (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2018 | Feb. 27, 2018 | Jul. 17, 2017 | Oct. 21, 2016 | Mar. 31, 2017 | Sep. 30, 2018USD ($) | ||
Principal Amount | $ 1,044,546 | ||||||
Maturity Date | Nov. 30, 2018 | Apr. 30, 2018 | Nov. 15, 2017 | Oct. 31, 2017 | Apr. 30, 2017 | ||
Secured Note One [Member] | Convertible Promissory Notes [Member] | |||||||
Principal Amount | $ 44,546 | ||||||
Interest Rate | 11.50% | ||||||
Maturity Date | [1] | Nov. 30, 2018 | |||||
Conversion Rate | 1.254 | ||||||
Secured Note Two [Member] | Notes Payable [Member] | |||||||
Principal Amount | $ 250,000 | ||||||
Interest Rate | 11.50% | ||||||
Maturity Date | [2] | Apr. 30, 2017 | |||||
Conversion Rate | 1.254 | ||||||
Unsecured Note One [Member] | Convertible Promissory Notes [Member] | |||||||
Principal Amount | $ 250,000 | ||||||
Interest Rate | 6.50% | ||||||
Maturity Date | [2] | Apr. 30, 2017 | |||||
Conversion Rate | 1.254 | ||||||
Unsecured Note Two [Member] | Convertible Promissory Notes [Member] | |||||||
Principal Amount | $ 500,000 | ||||||
Interest Rate | 6.50% | ||||||
Maturity Date | [2] | Apr. 30, 2017 | |||||
Conversion Rate | 1.254 | ||||||
[1] | On October 21, 2016, the Company and the holder of this note mutually agreed to amend the note by: (i) extending the maturity date from April 12, 2016 to October 31, 2017; (ii) continuing the interest rate at 11.5% per annum through the new maturity date; (iii) obligating the Company to make monthly payments on the note of $10,000 per month beginning in November 2016; and (iv) adding a conversion feature to the note that allows the note holder to convert the unpaid balance due under the note into shares of the Company’s common stock at a conversion rate of $6.40 per share. On July 17, 2017, the Company and the holder of this note mutually agreed to further amend the note by: (a) extending the maturity date from October 31, 2017 to November 15, 2017; (b) granting to the holder of the note a right to convert the entire outstanding unpaid balance of the note, including any unpaid accrued interest thereon, into shares of the Company’s common stock at a conversion rate of $3.00 per share through November 15, 2017; and (c) tolling the Company’s obligation to make monthly payments on the note until after November 15, 2017. On February 27, 2018, the Company and the holder of this note mutually agreed to further amend the note by: (a) extending the maturity date from November 15, 2017 to April 30, 2018; and (b) further tolling the Company’s obligation to make monthly payments on the note until after April 30, 2018, at which time, the maturity date was further extended and the Company was to resume making payments of $10,000 per month until the note is paid in full. In August 2018, the Company and the holder of this note mutually agreed to further amend the note by: (a) extending the maturity date from April 30, 2018 to November 30, 2018; (b) granting to the holder of the note a right to convert the entire outstanding unpaid balance of the note, including any unpaid accrued interest thereon, into shares of the Company’s common stock at a conversion rate of $3.00 per share through November 30, 2018; and (c) tolling the Company’s obligation to make monthly payments on the note until after November 30, 2018, at which time, the maturity date will be further extended and the Company will resume making payments of $10,000 per month until the note is paid in full. | ||||||
[2] | In March 2017, the Company and the holder of these notes mutually agreed to extend the maturity dates of these notes to April 30, 2017, thus curing the technical default of the notes that had occurred on the prior maturity dates of May 11, 2016 for the secured note and April 15, 2016 for the unsecured notes. As of September 30, 2018, these notes were once again in technical default. However, the note holder has not declared an event of default. The Company is attempting to further extend the maturity dates on these notes. However, the Company gives no assurance that an agreement to extend such maturity dates will be achieved. |
PROMISSORY NOTES AND OTHER DE_4
PROMISSORY NOTES AND OTHER DEBT (Additional Information) (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2018 | Feb. 27, 2018 | Jul. 17, 2017 | Oct. 21, 2016 | Mar. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000 | ||||||
Percentage Of Principal In Monthly Payment | 1.00% | ||||||
Long-term Line of Credit | $ 61,574 | $ 65,625 | |||||
Debt Instrument, Convertible, Conversion Price | $ 3 | $ 3 | $ 6.40 | ||||
Debt Instrument, Periodic Payment | $ 10,000 | $ 10,000 | $ 10,000 | ||||
Debt Instrument, Maturity Date | Nov. 30, 2018 | Apr. 30, 2018 | Nov. 15, 2017 | Oct. 31, 2017 | Apr. 30, 2017 | ||
Debt Instrument, Interest Rate During Period | 10.00% | ||||||
Line of Credit Facility, Interest Rate Description | line of credit has an annual interest rate of prime plus 6.75 | ||||||
Share Price | $ 1.254 | ||||||
Unsecured Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Maturity Date | Apr. 15, 2016 | ||||||
Secured Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Maturity Date | May 11, 2016 | ||||||
Secured Convertible Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.50% |
STOCKHOLDERS' DEFICIENCY (Addit
STOCKHOLDERS' DEFICIENCY (Additional Information) (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation | $ 4,500 | $ 13,500 | |
Noncontrolling Interest, Decrease from Deconsolidation | $ 2,141,701 | ||
AbTech Industries, Inc. [Member] | |||
Preferred Stock, Shares Outstanding | 612,947 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 600,000 | ||
AbTech Industries, Inc. [Member] | Maximum [Member] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 15.30% | ||
AbTech Industries, Inc. [Member] | Minimum [Member] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 8.50% | ||
AbTech Industries, Inc. [Member] | Common Stock [Member] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 15,972 |
LITIGATION AND CONTINGENCIES (A
LITIGATION AND CONTINGENCIES (Additional Information) (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 29 Months Ended | ||
Sep. 30, 2018 | Sep. 17, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | |
Loss Contingencies [Line Items] | ||||||
Litigation Settlement, Expense | $ 955,000 | $ 4,437,000 | ||||
Proceeds from Insurance Settlement, Operating Activities | 576,568 | $ 1,138,984 | $ 465,187 | |||
Penalty Fee | $ 66,707 | $ 100,000 | ||||
Disgorgement Fee And Pre Judgement Interest | 33,414 | |||||
Penalty Fee Payable | $ 66,707 | $ 66,707 | $ 66,707 | |||
Chief Executive Officer [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Penalty Fee | 60,000 | |||||
Chief Financial Officer [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Penalty Fee | $ 35,000 |
SUBSEQUENT EVENTS (Additional I
SUBSEQUENT EVENTS (Additional Information) (Detail) - USD ($) | Nov. 14, 2018 | Nov. 06, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
DueToInvestorsCurrent | $ 9,796,000 | $ 7,413,000 | ||
Common Stock, Shares, Issued | 2,524,454 | 2,508,392 | ||
Common Stock, Shares, Outstanding | 2,524,454 | 2,508,392 | ||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||
Subsequent Event [Member] | ||||
Proceeds from Related Party Debt | $ 368,000 | |||
DueToInvestorsCurrent | $ 10,164,000 | |||
Related Parties Ownership Interest Percentage | 5.00% | |||
Stockholders' Equity, Reverse Stock Split | the Company completed a reverse stock split of 200-for-1 to its issued and outstanding shares of common stock and 16-for-1 reverse split to the authorized shares of common stock | |||
Subsequent Event [Member] | Previously Reported [Member] | ||||
Common Stock, Shares, Issued | 504,872,558 | |||
Common Stock, Shares, Outstanding | 504,872,558 | |||
Common Stock, Shares Authorized | 800,000,000 |