Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 14, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | GlyEco, Inc. | |
Entity Central Index Key | 931,799 | |
Document Type | 10-Q | |
Trading Symbol | GLYE | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 166,593,661 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 404,290 | $ 111,302 |
Cash - restricted | 6,642 | |
Accounts receivable, net | 1,146,652 | 1,546,367 |
Prepaid expenses | 473,135 | 360,953 |
Inventories | 632,550 | 564,133 |
Total current assets | 2,656,627 | 2,589,397 |
Property, plant and equipment, net | 3,990,351 | 3,897,950 |
Other Assets | ||
Deposits | 436,450 | 436,450 |
Goodwill | 3,822,583 | 3,822,583 |
Other intangible assets, net | 2,144,098 | 2,266,654 |
Total other assets | 6,403,131 | 6,525,687 |
Total assets | 13,050,109 | 13,013,034 |
Current Liabilities | ||
Accounts payable and accrued expenses | 3,011,095 | 2,921,406 |
Contingent acquisition consideration | 1,503,113 | 1,509,755 |
Notes payable - current portion | 310,712 | 297,534 |
Capital lease obligations - current portion | 434,842 | 377,220 |
Total current liabilities | 5,259,762 | 5,105,915 |
Non-Current Liabilities | ||
Notes payable - non-current portion, net of debt discount | 3,759,047 | 2,953,631 |
Capital lease obligations - non-current portion | 1,094,814 | 1,085,985 |
Total non-current liabilities | 4,853,861 | 4,039,616 |
Total liabilities | 10,113,623 | 9,145,531 |
Stockholders' Equity | ||
Preferred stock; 40,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively | ||
Common stock, 300,000,000 shares authorized; $0.0001 par value; 166,593,661 and 165,288,061 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively | 16,659 | 16,529 |
Additional paid-in capital | 46,133,997 | 45,847,572 |
Accumulated deficit | (43,214,170) | (41,996,598) |
Total stockholders' equity | 2,936,486 | 3,867,503 |
Total liabilities and stockholders' equity | $ 13,050,109 | $ 13,013,034 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, authorized | 40,000,000 | 40,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, issued | 166,593,661 | 165,288,061 |
Common stock, outstanding | 166,593,661 | 165,288,061 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Sales, net | $ 3,001,010 | $ 2,290,321 |
Cost of goods sold | 2,449,100 | 2,150,586 |
Gross profit | 551,910 | 139,735 |
Operating expenses | ||
Consulting fees | 48,591 | 53,426 |
Share-based compensation | 119,888 | 136,986 |
Salaries and wages | 662,231 | 343,055 |
Legal and professional | 330,439 | 160,991 |
General and administrative | 482,032 | 357,213 |
Total operating expenses | 1,643,181 | 1,051,671 |
Loss from operations | (1,091,271) | (911,936) |
Other expenses: | ||
Interest expense | 109,050 | 196,218 |
Total other expense | 109,050 | 196,218 |
Loss before provision for income taxes | (1,200,321) | (1,108,154) |
Provision for income taxes | 17,251 | 756 |
Net loss | $ (1,217,572) | $ (1,108,910) |
Basic and diluted loss per share (in dollars per share) | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding - basic and diluted | 165,424,728 | 126,269,222 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statement of Stockholders' Equity - 3 months ended Mar. 31, 2018 - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance, at beginning at Dec. 31, 2017 | $ 16,529 | $ 45,847,572 | $ (41,996,598) | $ 3,867,503 |
Balance, at beginning (in shares) at Dec. 31, 2017 | 165,288,061 | 165,288,061 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation | $ 130 | 119,758 | $ 119,888 | |
Share-based compensation (in shares) | 1,305,600 | |||
Relative fair value of warrants to purchase common stock in connection with notes payable | 166,667 | 166,667 | ||
Net loss | (1,217,572) | (1,217,572) | ||
Balance, at end at Mar. 31, 2018 | $ 16,659 | $ 46,133,997 | $ (43,214,170) | $ 2,936,486 |
Balance, at end (in shares) at Mar. 31, 2018 | 166,593,661 | 166,593,661 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (1,217,572) | $ (1,108,910) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 153,722 | 114,024 |
Amortization | 122,556 | 131,458 |
Share-based compensation expense | 119,888 | 136,986 |
Amortization of debt discount | 0 | 86,734 |
Loss on disposal of equipment | 28,446 | |
(Recoveries on) provision for bad debt | (36,123) | 14,401 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 435,838 | (45,490) |
Prepaid expenses | (46,307) | 6,694 |
Inventories | (68,417) | (761,063) |
Accounts payable and accrued expenses | 89,689 | 886,638 |
Due to related parties | (4,375) | |
Net cash used in operating activities | (446,726) | (514,457) |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (83,572) | (318,692) |
Cash paid for acquisition | (129,500) | |
Payment of contingent acquisition consideration | (6,642) | (17,899) |
Net cash used in investing activities | (90,214) | (466,091) |
Cash flows from financing activities | ||
Repayment of notes payable | (80,614) | (21,410) |
Repayment of capital lease obligations | (96,100) | (943) |
Proceeds from issuance of notes | 1,000,000 | |
Net cash provided by (used in) financing activities | 823,286 | (22,353) |
Net change in cash and restricted cash | 286,346 | (1,002,901) |
Cash and restricted cash at beginning of the period | 117,944 | 1,490,551 |
Cash and restricted cash at end of the period | 404,290 | 487,650 |
Supplemental disclosure of cash flow information | ||
Interest paid during period | 56,049 | 9,177 |
Income taxes paid during period | 16,429 | 756 |
Reconciliation of cash and restricted cash at end of period: | ||
Cash | 404,290 | 428,997 |
Restricted Cash | 58,653 | |
Cash and restricted cash | 404,290 | 487,650 |
Supplemental disclosure of non-cash investing and financing activities | ||
Note payable issued for insurance premium | 65,875 | |
Acquisition of equipment with capital lease obligations | 162,551 | |
Relative fair value of warrants to purchase common stock issued in connection with notes payable | $ 166,667 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | NOTE 1 – Organization and Nature of Business GlyEco, Inc. (the “Company”, “we”, or “our”) is a in coolants, additives and complementary fluids. We believe our vertically integrated approach, which includes formulating products, acquiring feedstock, managing facility construction and upgrades, operating facilities, and distributing products through our fleet of trucks, positions us to serve our key markets and enables us to capture incremental revenue and margin throughout the process. Our network of facilities, develop, manufacture and distribute high quality products that meet or exceed industry quality standards, including a wide spectrum of ready to use antifreezes and additive packages for antifreeze/coolant, gas patch coolants and heat transfer fluid industries, throughout North America. On December 27, 2016, the Company purchased WEBA Technology Corp. (“WEBA”), a privately-owned company that develops, manufactures and markets additive packages for the antifreeze/coolant, gas patch coolants and heat transfer industries, and purchased 96.9% of Recovery Solutions & Technologies Inc. (“RS&T”), a privately-owned company involved in the development and commercialization of glycol recovery technology. On December 28, 2016, the Company purchased certain glycol distillation assets from Union Carbide Corporation (“UCC”), a wholly-owned subsidiary of The Dow Chemical Company, located in Institute, West Virginia (the “Dow Assets”). During the first quarter of fiscal year 2017, the Company purchased an additional 2.9% of RS&T (for a total percentage ownership of 99.8% of RS&T). The Company was formed in the State of Nevada on October 21, 2011. We are currently comprised of the parent corporation GlyEco, Inc., WEBA, RS&T, and our acquisition subsidiaries that were formed to acquire the processing and distribution centers listed above. Our current processing and distribution centers are held in six subsidiaries under the names of GlyEco Acquisition Corp. #1 through GlyEco Acquisition Corp. #7, excluding #4. Going Concern The condensed consolidated financial statements as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017, have been prepared assuming that the Company will continue as a going concern. As of March 31, 2018, the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Ultimately, we plan to achieve profitable operations through the implementation of operating efficiencies at our facilities and increased revenue through the offering of additional products and the expansion of our geographic footprint through acquisitions, broader distribution from our current facilities and/or the opening of additional facilities. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 – Basis of Presentation and Summary of Significant Accounting Policies The following represents an update for the three months ended March 31, 2018 to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation on an interim basis. The operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2018. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted; however, management believes that the disclosures are adequate to make the information presented not misleading. This report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, including the Company’s audited consolidated financial statements and related notes included therein. Principles of Consolidation These consolidated financial statements include the accounts of GlyEco, Inc., and its wholly-owned and majority-owned subsidiaries. All significant intercompany transactions have been eliminated as a result of consolidation. Noncontrolling Interests The Company recognizes noncontrolling interests as equity in the consolidated financial statements separate from the parent company’s equity. Noncontrolling interests’ partners have less than 50% share of voting rights at any one of the subsidiary level companies. The amount of net income (loss) attributable to noncontrolling interests is included in consolidated net income (loss) on the face of the consolidated statements of operations. Changes in a parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. The Company recognizes a gain or loss in net income (loss) when a subsidiary is deconsolidated. Such gain or loss is measured using the fair value of the noncontrolling equity investment on the deconsolidation date. Additionally, operating losses are allocated to noncontrolling interests even when such allocation creates a deficit balance for the noncontrolling interest partner. The Company provides either in the consolidated statements of stockholders’ equity, if presented, or in the notes to consolidated financial statements, a reconciliation at the beginning and the end of the period of the carrying amount of total equity (net assets), equity (net assets) attributable to the parent, and equity (net assets) attributable to the noncontrolling interest that separately discloses: (1) Net income or loss (2) Transactions with owners acting in their capacity as owners, showing separately contributions from and distributions to owners. (3) Each component of other comprehensive income or loss Noncontrolling interests were not significant as of March 31, 2018 and December 31, 2017. Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision-making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. Operating segments may be aggregated into a single operating segment if the segments have similar economic characteristics, among other criteria. We have two operating segments, the Consumer and Industrial segments (See Note 8). Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent within the financial reporting process, actual results may differ significantly from those estimates. Significant estimates include, but are not limited to, items such as the allowance for doubtful accounts, the value of share-based compensation and warrants, the recoverability of property, plant and equipment, goodwill, other intangibles and the determination of their estimated useful lives, contingent liabilities, and environmental and asset retirement obligations. Due to the uncertainties inherent in the formulation of accounting estimates, it is reasonable to expect that these estimates could be materially revised within the next year. Revenue Recognition The Company’s significant accounting policy for revenue was updated as a result of the adoption of Topic 606: The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 3 for additional information on revenue recognition. Costs Cost of goods sold includes all direct material and labor costs and those indirect costs of bringing raw materials to sale condition, including depreciation of equipment used in manufacturing and shipping and handling costs. Selling, general, and administrative costs are charged to operating expenses as incurred. Research and development costs are expensed as incurred, are included in operating expenses and were insignificant in 2018 and 2017. Advertising costs are expensed as incurred. Accounts Receivable Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations. The allowance for doubtful accounts totaled $134,339 and $213,136 as of March 31, 2018 and December 31, 2017, respectively. Inventories Inventories are reported at the lower of cost and net realizable value. The cost of raw materials, including feedstocks and additives, is determined on an average unit cost of the units in a production lot. Work-in-process represents labor, material and overhead costs associated with the manufacturing costs at an average unit cost of the units in the production lot. Finished goods represents work-in-process items with additive costs added. The Company periodically reviews its inventories for obsolete or unsalable items and adjusts its carrying value to reflect estimated net realizable values. Property, Plant and Equipment Property, plant and equipment is stated at cost. The Company provides for depreciation on the cost of its equipment using the straight-line method over an estimated useful life, ranging from three to twenty years, and zero salvage value. Expenditures for repairs and maintenance are charged to expense as incurred. For purposes of computing depreciation, the useful lives of property, plant and equipment are as follows: Leasehold improvements Lesser of the remaining lease term or 5 years Machinery and equipment 3-15 years Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material. Deferred Financing Costs, Debt Discount and Detachable Debt-Related Warrants Costs incurred in connection with debt are deferred and recorded as a reduction to the debt balance in the accompanying consolidated balance sheets. The Company amortizes debt issuance costs over the expected term of the related debt using the effective interest method. Debt discounts relate to the relative fair value of warrants issued in conjunction with the debt and are also recorded as a reduction to the debt balance and amortized over the expected term of the debt to interest expense using the effective interest method. Net Loss Per Share Calculation The basic net loss per common share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during a period. Diluted loss per common share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding plus potentially dilutive securities. The Company’s potentially dilutive securities outstanding are not shown in a diluted net loss per share calculation because their effect in both 2018 and 2017 would be anti-dilutive. At March 31, 2018, these potentially dilutive securities included warrants to purchase of 9,973,124 of common stock and stock options to purchase 3,387,621 shares of common stock for a total of 13,360,745 shares of common stock. At March 31, 2017, these potentially dilutive securities included warrants to purchase 11,316,874 shares of common stock and stock options to purchase 7,950,093 shares of Common Stock for a total of 19,266,967 shares of common stock. Share-based Compensation All share-based payments to employees and non-employee directors, including grants of employee stock options, are expensed based on their estimated fair values at the grant date, in accordance with Accounting Standards Codification (“ASC”) 718. Compensation expense for share-based payments to employees and directors is recorded over the vesting period using the estimated fair value on the date of grant, as calculated by the Company using the Black-Scholes-Merton (“BSM”) option-pricing model or the Monte Carlo Simulation. For awards with only service conditions that have graded vesting schedules, compensation cost is recorded on a straight-line basis over the requisite service period for the entire award, unless vesting occurs earlier. For awards with market conditions, compensation cost is recorded on the accelerated attribution method over the derived service period. Non-employee share-based compensation is accounted for based on the fair value of the related stock or options, using the BSM, or the fair value of the goods or services on the measurement date, whichever is more readily determinable. Recently Issued Accounting Pronouncements There have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance to the Company, except as discussed below. In the first quarter of 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry specific guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In 2015 and 2016, FASB issued additional ASUs related to Topic 606 that delayed the effective date of the guidance and clarified various aspects of the new revenue guidance, including principal versus agent considerations, identification of performance obligations, and accounting for licenses, and included other improvements and practical expedients. The new guidance was effective for annual and interim periods beginning after December 15, 2017. The Company elected to adopt the new guidance using the modified retrospective transition method for all contracts not completed as of the date of adoption. The adoption of the new guidance did not have a material impact on the consolidated financial statements. See the Revenue Recognition sub header and Note 3 for additional disclosures regarding the Company’s contracts with customers as well as the impact of adopting Topic 606. In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating ASU 2016-02, the Company expects the adoption of ASU 2016-02 will not have a material effect on the Company’s consolidated financial condition due to the recognition of the lease rights and obligations as assets and liabilities. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach. The Company has not yet selected a transition method and is currently assessing the impact of the adoption of ASU 2016-02 will have on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows: Classification Restricted Cash”, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this standard in the first quarter of 2018 by using the retrospective transition method, which required the following disclosures and changes to the presentation of its consolidated financial statements: cash and restricted cash reported on the condensed consolidated statements of cash flows now includes restricted cash of $76,552, $58,653 and $6,642 as of December 31, 2016, March 31, 2017 and December 31, 2017, respectively, as well as previously reported cash. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Revenue | NOTE 3 – Revenue Revenue Recognition All of the Company’s revenue is derived from product sales. As of January 1, 2018, the Company accounts for revenue in accordance with Topic 606, “Revenue from Contracts with Customers.” See discussion of principal activities for the Company’s operating segments in Note 8. Product sales consist of sales of the Company’s products to manufacturers and distributors. The Company considers order confirmations or purchase orders, which in some cases are governed by master supply agreements, to be contracts with a customer. Product sale contracts are short-term contracts where the time between order confirmation and satisfaction of all performance obligations is less than one year. Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, usually upon shipment, with payment terms typically in the range of 30 to 60 days after invoicing, depending on business and geographic region. When the Company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to shipment), these are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is recognized. The Company has no obligations for returns and warranties. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. Disaggregation of Revenue The Company disaggregates its revenue from contracts with customers by principal product group and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows. See details in the tables below: Net Trade Revenue by Principal Product Group Three Months Ended Mar 31, 2018 Consumer Industrial Antifreeze $ 1,652,196 $ — Ethylene Glycol — 763,802 Additive — 500,196 Windshield Washer fluid 82,174 — Equipment 2,642 — Total $ 1,737,012 $ 1,263,998 Net Trade Revenue by Geographic Region Three Months Ended Mar 31, 2018 US $ 2,663,586 Canada 316,767 China 20,658 Total $ 3,001,010 Contract Balances Accounts receivable are recorded when the right to consideration becomes unconditional. The Company does not have any contract assets or liabilities as of March 31, 2018 and December 31, 2017. The Company has utilized the practical expedient which enables the Company to expense commissions when incurred as they would be amortized over one year or less. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 4 – Inventories The Company’s total inventories were as follows: March 31, December 31, 2018 2017 Raw materials $ 252,130 $ 241,297 Work in process 20,800 69,991 Finished goods 359,620 252,845 Total inventories $ 632,550 $ 564,133 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | NOTE 5 – Goodwill and Other Intangible Assets The components of goodwill and other intangible assets are as follows: Net Balance at Estimated Accumulated March 31, Useful Life Cost Additions Amortization 2018 Finite live intangible assets: Customer list and tradename 5 years $ 987,500 $ — $ (274,952 ) $ 712,548 Non-compete agreements 5 years 1,199,000 — (537,450 ) 661,550 Intellectual property 10 years 880,000 — (110,000 ) 770,000 Total intangible assets $ 3,066,500 $ — $ (922,402 ) $ 2,144,098 Goodwill Indefinite $ 3,822,583 $ — $ — $ 3,822,583 We compute amortization using the straight-line method over the estimated useful lives of the intangible assets. The Company has no indefinite-lived intangible assets other than goodwill. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 6 – Property, Plant and Equipment The Company’s property, plant and equipment were as follows: March 31, December 31, 2018 2017 Machinery and equipment $ 4,910,771 $ 4,782,257 Leasehold improvements 275,973 275,973 Accumulated depreciation (1,489,338 ) (1,335,615 ) 3,697,406 3,722,615 Construction in process 292,945 175,335 Total property, plant and equipment, net $ 3,990,351 $ 3,897,950 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity | |
Stockholders' Equity | NOTE 7– Stockholders’ Equity Preferred Stock The Company’s articles of incorporation authorize the Company to issue up to 40,000,000 shares of $0.0001 par value, preferred shares having preferences to be determined by the board of directors for dividends, and liquidation of the Company’s assets. Of the 40,000,000 preferred shares the Company is authorized by its articles of incorporation, the Board of Directors has designated up to 3,000,000 as Series AA preferred shares. As of March 31, 2018, the Company had no shares of preferred stock outstanding. Common Stock As of March 31, 2018, the Company has 166,593,661 shares of common stock, par value $0.0001, outstanding. The Company’s articles of incorporation authorize the Company to issue up to 300,000,000 shares of the common stock. The holders are entitled to one vote for each share on matters submitted to a vote to shareholders, and to share pro rata in all dividends payable on common stock after payment of dividends on any preferred shares having preference in payment of dividends. 2017 Employee Stock Purchase Plan On September 29, 2017, subject to stockholder approval, the Company’s Board of Directors approved the Company’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”). The 2017 ESPP was approved by the Company’s stockholders at the Company’s 2017 Annual Meeting of Stockholders on November 14, 2017. Under the 2017 ESPP, the Company may grant eligible employees the right to purchase our common stock through payroll deductions at a price equal to the lesser of the eighty five percent (85%) of the fair market value of a share of common stock on the exercise date of the current offering period or eighty five percent (85%) of the fair market value of our common stock on the grant date of the then current offering period. The first offering period began on November 14, 2017. Thereafter, there will be consecutive six-month offering periods until January 2, 2022, or until the Plan is terminated by the Board, if earlier. The Company recorded stock-based compensation expense related to ESPP of $9,000 during the three months ended March 31, 2018. During the three months ended March 31, 2018, the Company issued the following shares of common stock for compensation: On January 8, 2018, the Company issued 150,000 shares of common stock to one employee of the Company at a price of $0.06 per share for a value of $9,000. On March 31, 2018, the Company issued an aggregate of 1,155,600 shares of common stock to six directors of the Company pursuant to the Company’s FY2018 Director Compensation Plan at a price of $0.065 per share for a value of $75,114. A summary of the Company’s performance and market-based restricted stock awards (including shares approved but not issued) is presented below: Number of Shares Weighted- Average Grant-Date Fair Value per Share Unvested at January 1, 2018 14,279,498 $ 0.07 Restricted stock granted — — Restricted stock vested — — Restricted stock forfeited (660,000 ) 0.07 Unvested at March 31, 2018 13,619,498 $ 0.07 During the three months ended March 31, 2018 and 2017, the Company recorded $26,774 and $34,126 respectively, related to the performance and market based restricted stock awards. Options and warrants During the three months ended March 31, 2018, the Company issued 5,000,000 warrants (See Note 9). |
Segments
Segments | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segments | NOTE 8 – Segments GlyEco conducts its operations in two business segments: the Consumer segment and the Industrial segment. The Consumer segment’s principal business activity is the production and distribution of ASTM grade glycol products, specifically automotive antifreeze and specialty-blended antifreeze, for sale into the automotive and industrial end markets. The Consumer segment operates a full lifecycle business, picking up waste antifreeze and producing finished antifreeze from both recycled and virgin glycol sources. We operate six processing and distribution centers located in the eastern region of the United States. The production capacity of the Consumer segment is approximately 90,000 gallons per month of ready to use (50/50) antifreeze. Operations in our Industrial segment are conducted through WEBA and RS&T, two of our subsidiaries. WEBA develops, manufactures and markets additive packages for the antifreeze/coolant, gas patch coolant and heat transfer industries throughout North America. RS&T operates a glycol re-distillation plant in West Virginia that produces virgin quality glycol for sale to industrial customers worldwide. The production capacity of the RS&T facility is approximately 1.5 million gallons per month of concentrated ethylene glycol. The RS&T facility current produces antifreeze and industrial grade ethylene glycol. The Company uses loss before provision for income taxes as its measure of profit/loss for segment reporting purposes. Loss before provision for income taxes by operating segment includes all operating items relating to the businesses, including inter segment transactions. Items that primarily relate to the Company as a whole are assigned to Corporate. Inter segment eliminations present the adjustments for inter segment transactions to reconcile segment information to the Company’s consolidated financial statements. Segment information, and the reconciliation to the Company’s consolidated financial statements, for the three months ended March 31, 2018, is presented below: Consumer Industrial Inter Segment Eliminations Corporate Total Sales, net $ 1,739,584 $ 1,608,325 $ (346,899 ) $ — $ 3,001,010 Cost of goods sold 1,569,187 1,226,812 (346,899 ) — 2,449,100 Gross profit 170,397 381,513 — — 551,910 Total operating expenses 713,536 392,434 — 537,211 1,643,181 Loss from operations (543,139 ) (10,921 ) — (537,211 ) (1,091,271 ) Total other expenses (5,428 ) (44,599 ) — (59,023 ) (109,050 ) Loss before provision for income taxes $ (548,567 ) $ (55,520 ) $ — $ (596,234 ) $ (1,200,321 ) |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Notes Payable [Abstract] | |
Notes Payable | NOTE 9 – Notes Payable Notes payable consist of the following: As of March 31, 2018 As of December 31, 2017 2018 10% Related Party Unsecured Notes, net of debt discount of $166,667 $ 833,333 $ — 2017 Secured Note 99,157 104,990 2018 and 2017 Unsecured Note 200,399 188,060 2016 Secured Notes 286,870 308,115 2016 WEBA Seller Notes 2,650,000 2,650,000 Total notes payable 4,069,759 3,251,165 Less current portion (310,712 ) (297,534 ) Long-term portion of notes payable $ 3,759,047 $ 2,953,631 2018 Related Party Unsecured Notes 10% Notes Issuance On March 29, 2018, the Company entered into a subscription agreement (the “10% Notes Subscription Notes Agreement”) by and between the Company and various funds managed by Wynnefield Capital. The 10% Notes Subscription Agreement was the first tranche of a private placement (see Note 12). Pursuant to the 10% Notes Subscription Agreement, the Company offered and issued $1,000,000 in principal amount of 10% Senior Unsecured Promissory Notes (the “10% Notes”) and (ii) warrants (the “Warrants”) to purchase up to 5,000,000 shares of common stock of the Company. The Company received $1,000,000 in proceeds from the offering. The 10% Notes are scheduled to mature on May 4, 2019 (the “10% Note Maturity Date”). The 10% Notes bear interest at a rate of 10% per annum due on the 10% Note Maturity Date or as otherwise specified by the 10% Notes. The Company allocated the proceeds received to the 10% Notes and the Warrants on a relative fair value basis at the time of issuance. The total debt discount of $166,667 will be amortized over the life of the 10% Notes to interest expense using the effective interest method. Amortization expense during the quarter ended March 31, 2017 was insignificant. We estimated the fair value of the Warrants on the issuance date using a Black-Scholes pricing model with the following assumptions: Warrants Expected term 3 years Volatility 143.81 % Risk Free Rate 2.39 % The proceeds of the 10% Notes were allocated to the components as follows: Proceeds allocated at issuance date Notes $ 833,333 Warrants 166,667 Total $ 1,000,000 2018 and 2017 Unsecured Note In October 2017 and later amended in January 2018, the Company entered into an unsecured note with Bank Direct to finance its insurance premiums (the “2018 and 2017 Unsecured Note”). The key terms of the 2018 and 2017 Unsecured Note include: (i) an original principal balance of $242,866, (ii) an interest rate of 5.4%, and (iii) a term of ten months. If the Company should default on the loan, Bank Direct may cancel the Company’s underlying insurance and the Company would only owe any earned but unpaid premium. This would be a minimal amount as deposits and payments are paid in advance to reduce the lender’s risk. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 10 – Related Party Transactions Vice President of U.S. Operations The former Vice President of U.S. Operations is the sole owner of BKB Holdings, LLC, which is the landlord of the property where GlyEco Acquisition Corp #5’s processing and distribution center is located. The Vice President of U.S. Operations also is the sole owner of Renew Resources, LLC, which provides services to the Company as a vendor. 2018 2017 Beginning Balance as of January 1, $ — $ 5,123 Monies owed to related party for services performed 18,780 24,707 Monies paid (18,780 ) (28,014 ) Ending balance as of March 31, $ — $ 1,816 10% Notes On March 29, 2018, we entered into debt agreements for an aggregate principal amount of $1,000,000 from the offering and issuance of 10% Notes to Wynnefield Partners Small Cap Value I, L.P. and Wynnefield Partners Small Cap Value, L.P, which are under the management of Wynnefield Capital, Inc. (“Wynnefield Capital”), an affiliate of the Company. The Company’s Chairman of the Board, Dwight Mamanteo, is a portfolio manager of Wynnefield Capital. (See Note 9 for additional information). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 – Commitments and Contingencies Litigation The Company may be party to legal proceedings in the ordinary course of business from time to time. Litigation is subject to inherent uncertainties, and an adverse result in a legal proceeding could arise that may harm our business. Below is an overview of a pending legal proceeding in which an adverse result could have a material adverse effect on our business and results of operations. On December 27, 2017, PSP Falcon Industries, LLC (“PSP Falcon”) filed a civil action against the Company in the Ocean County Superior Court located in Toms River, New Jersey. The civil action relates to an outstanding balance alleged to be due to PSP Falcon from the Company in an amount of $530,633 related to certain construction expenses. The Company believes it has paid PSP Falcon in full for the services rendered and therefore that no outstanding balance remains due. Accordingly, the Company plans to vigorously defend itself from this claim. Environmental Matters We are subject to federal, state, and local laws, regulations and ordinances relating to the protection of the environment, including those governing discharges to air and water, handling and disposal practices for solid and hazardous wastes, and occupational health and safety. It is management’s opinion that the Company is not currently exposed to significant environmental remediation liabilities or asset retirement obligations. However, if a release of hazardous substances occurs, or is found on one of our properties from prior activity, we may be subject to liability arising out of such conditions and the amount of such liability could be material. The Company accrues for potential environmental liabilities in a manner consistent with GAAP; that is, when it is probable a liability has been incurred and the amount of the liability is reasonably estimable. The Company reviews the status of its environmental sites on a yearly basis and adjusts its reserves accordingly. Such potential liabilities accrued by the Company do not take into consideration possible recoveries of future insurance proceeds. The Company maintains insurance coverage for unintentional acts that result in environmental remediation liabilities up to $1 million per occurrence; $2 million in the aggregate, with an umbrella liability policy that doubles the coverage. These policies do, however, take into account the likely share other parties will bear at remediation sites. It would be difficult to estimate the Company’s ultimate level of liability due to the number of other parties that may be involved, the complexity of determining the relative liability among those parties, the uncertainty as to the nature and scope of the investigations and remediation to be conducted, the uncertainty in the application of law and risk assessment, the various choices and costs associated with diverse technologies that may be used in corrective actions at the sites, and the often quite lengthy periods over which eventual remediation may occur. The Company does not currently believe that any claims, penalties or costs in connection with known environmental matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. In December 2016, the Company completed the acquisition of certain glycol distillation assets from Union Carbide Corporation in Institute, West Virginia. In order to comply with West Virginia regulations enacted in 2017, the Company has elected to accrue $780,000 for tank remediation. The amount of the accrual is based on various assumptions and estimates and will be periodically reevaluated in light of a variety of future events and contingencies. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 – Subsequent Events Closing of Private Placement On April 6, 2018, the Company closed on a private placement (the “Private Placement”) of up to $2,500,000 million (the “Maximum Offering Amount) in principal amount of 10% Unsecured Promissory Notes (the “Notes”) and common stock purchase warrants to purchase up to 12,500,000 shares of the Company’s common stock pursuant to a Subscription Agreement (the “Subscription Agreement”) by and among the Company and each prospective investor. Each of the Notes will mature thirteen months from their issuance date (each a “Maturity Date”). The Private Placement will continue until the earlier of (a) the date upon which subscriptions for the Maximum Offering Amount have been received and accepted by the Company or (b) April 30, 2018, unless terminated at an earlier time by the Company, or unless extended by the Company in its sole discretion, without notice to or consent by prospective investors, to a date not later than May 15, 2018. The Company closed a subsequent tranche of the Private Placement on April 10, 2018, with one of its directors, Charles F. Trapp (“Trapp”; and together with the Institutional Investors, the “Initial Investors” and each an “Initial Investor”), with respect to a Note with a principal amount of $50,000 (the “Trapp Note”; and together with the Institutional Notes, the “Initial Notes” and each an “Initial Note”) and a Warrant to purchase 250,000 shares of common stock (the “Trapp Warrant”; and together with the Institutional Warrants, the “Initial Warrants”). The Company closed a subsequent tranche of the Private Placement on May 1, 2018, with one of its directors and its Chief Executive Officer, Ian Rhodes (“Rhodes”; and together with the Institutional Investors, the “Initial Investors” and each an “Initial Investor”), with respect to a Note with a principal amount of $50,000 (the “Rhodes Note”; and together with the Institutional Notes, the “Initial Notes” and each an “Initial Note”) and a Warrant to purchase 250,000 shares of common stock (the “Rhodes Warrant”; and together with the Institutional Warrants, the “Initial Warrants”). The Company closed a subsequent tranche of the Private Placement on May 4, 2018, with various funds managed by wynnefield capital, for an aggregate principal amount of $1,000,000 of Notes (the “Institutional Notes”) and Warrants to purchase an aggregate of 5,000,000 shares of common stock (the “Institutional Warrants”). The proceeds from the purchase of all Notes and Warrants will be used primarily for working capital and general corporate purposes. The Initial Notes and Initial Warrants were issued pursuant to the Subscription Agreement, by and among the Company and each Initial Investor. The Initial Notes bear interest at a rate of 10% per annum and shall be payable on the relevant Maturity Date along with the principal amount of the Initial Notes, plus any liquidated damages and other amounts due under the Initial Notes. At any time after issuance of the Institutional Notes or the Trapp Note, the Company may deliver to such investor a notice of prepayment with respect to any portion of the principal amount of the relevant Initial Note, and any accrued and unpaid interest thereon. Upon the occurrence of an event of default under the Initial Notes, the Company must repay to the Initial Investors a 125% premium of the outstanding principal amount of the Initial Notes and accrued and unpaid interest thereon, in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of the Initial Notes. The Initial Warrants are exercisable to purchase up to an aggregate of 5,250,000 shares of common stock (the “Initial Warrant Shares”; and together with the Initial Notes and the Initial Warrants, the “Initial Securities”) commencing on the date of issuance at an exercise price of $0.05 per share (the “Exercise Price”). The Initial Warrants will expire on the third anniversary of their date of issuance. The Exercise Price is subject to adjustment upon stock splits, reverse stock splits, and similar capital changes. An Initial Investor does not have a right to exercise its respective Initial Warrants to the extent that such exercise would result in such Initial Investor being the beneficial owner in excess of 4.99% (or, upon election of such Initial Investor, 9.99%), which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company. |
Basis of Presentation and Sum19
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation on an interim basis. The operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2018. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted; however, management believes that the disclosures are adequate to make the information presented not misleading. This report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, including the Company’s audited consolidated financial statements and related notes included therein. |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements include the accounts of GlyEco, Inc., and its wholly-owned and majority-owned subsidiaries. All significant intercompany transactions have been eliminated as a result of consolidation. |
Noncontrolling Interests | Noncontrolling Interests The Company recognizes noncontrolling interests as equity in the consolidated financial statements separate from the parent company’s equity. Noncontrolling interests’ partners have less than 50% share of voting rights at any one of the subsidiary level companies. The amount of net income (loss) attributable to noncontrolling interests is included in consolidated net income (loss) on the face of the consolidated statements of operations. Changes in a parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. The Company recognizes a gain or loss in net income (loss) when a subsidiary is deconsolidated. Such gain or loss is measured using the fair value of the noncontrolling equity investment on the deconsolidation date. Additionally, operating losses are allocated to noncontrolling interests even when such allocation creates a deficit balance for the noncontrolling interest partner. The Company provides either in the consolidated statements of stockholders’ equity, if presented, or in the notes to consolidated financial statements, a reconciliation at the beginning and the end of the period of the carrying amount of total equity (net assets), equity (net assets) attributable to the parent, and equity (net assets) attributable to the noncontrolling interest that separately discloses: (1) Net income or loss (2) Transactions with owners acting in their capacity as owners, showing separately contributions from and distributions to owners. (3) Each component of other comprehensive income or loss Noncontrolling interests were not significant as of March 31, 2018 and December 31, 2017. |
Operating Segments | Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision-making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. Operating segments may be aggregated into a single operating segment if the segments have similar economic characteristics, among other criteria. We have two operating segments, the Consumer and Industrial segments (See Note 8). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent within the financial reporting process, actual results may differ significantly from those estimates. Significant estimates include, but are not limited to, items such as the allowance for doubtful accounts, the value of share-based compensation and warrants, the recoverability of property, plant and equipment, goodwill, other intangibles and the determination of their estimated useful lives, contingent liabilities, and environmental and asset retirement obligations. Due to the uncertainties inherent in the formulation of accounting estimates, it is reasonable to expect that these estimates could be materially revised within the next year. |
Revenue Recognition | Revenue Recognition The Company’s significant accounting policy for revenue was updated as a result of the adoption of Topic 606: The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 3 for additional information on revenue recognition. |
Costs | Costs Cost of goods sold includes all direct material and labor costs and those indirect costs of bringing raw materials to sale condition, including depreciation of equipment used in manufacturing and shipping and handling costs. Selling, general, and administrative costs are charged to operating expenses as incurred. Research and development costs are expensed as incurred, are included in operating expenses and were insignificant in 2018 and 2017. Advertising costs are expensed as incurred. |
Accounts Receivable | Accounts Receivable Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations. The allowance for doubtful accounts totaled $134,339 and $213,136 as of March 31, 2018 and December 31, 2017, respectively. |
Inventories | Inventories Inventories are reported at the lower of cost and net realizable value. The cost of raw materials, including feedstocks and additives, is determined on an average unit cost of the units in a production lot. Work-in-process represents labor, material and overhead costs associated with the manufacturing costs at an average unit cost of the units in the production lot. Finished goods represents work-in-process items with additive costs added. The Company periodically reviews its inventories for obsolete or unsalable items and adjusts its carrying value to reflect estimated net realizable values. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at cost. The Company provides for depreciation on the cost of its equipment using the straight-line method over an estimated useful life, ranging from three to twenty years, and zero salvage value. Expenditures for repairs and maintenance are charged to expense as incurred. For purposes of computing depreciation, the useful lives of property, plant and equipment are as follows: Leasehold improvements Lesser of the remaining lease term or 5 years Machinery and equipment 3-15 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material. |
Deferred Financing Costs, Debt Discount and Detachable Debt-Related Warrants | Deferred Financing Costs, Debt Discount and Detachable Debt-Related Warrants Costs incurred in connection with debt are deferred and recorded as a reduction to the debt balance in the accompanying consolidated balance sheets. The Company amortizes debt issuance costs over the expected term of the related debt using the effective interest method. Debt discounts relate to the relative fair value of warrants issued in conjunction with the debt and are also recorded as a reduction to the debt balance and amortized over the expected term of the debt to interest expense using the effective interest method. |
Net Loss Per Share Calculation | Net Loss Per Share Calculation The basic net loss per common share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during a period. Diluted loss per common share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding plus potentially dilutive securities. The Company’s potentially dilutive securities outstanding are not shown in a diluted net loss per share calculation because their effect in both 2018 and 2017 would be anti-dilutive. At March 31, 2018, these potentially dilutive securities included warrants to purchase of 9,973,124 of common stock and stock options to purchase 3,387,621 shares of common stock for a total of 13,360,745 shares of common stock. At March 31, 2017, these potentially dilutive securities included warrants to purchase 11,316,874 shares of common stock and stock options to purchase 7,950,093 shares of Common Stock for a total of 19,266,967 shares of common stock. |
Share-based Compensation | Share-based Compensation All share-based payments to employees and non-employee directors, including grants of employee stock options, are expensed based on their estimated fair values at the grant date, in accordance with Accounting Standards Codification (“ASC”) 718. Compensation expense for share-based payments to employees and directors is recorded over the vesting period using the estimated fair value on the date of grant, as calculated by the Company using the Black-Scholes-Merton (“BSM”) option-pricing model or the Monte Carlo Simulation. For awards with only service conditions that have graded vesting schedules, compensation cost is recorded on a straight-line basis over the requisite service period for the entire award, unless vesting occurs earlier. For awards with market conditions, compensation cost is recorded on the accelerated attribution method over the derived service period. Non-employee share-based compensation is accounted for based on the fair value of the related stock or options, using the BSM, or the fair value of the goods or services on the measurement date, whichever is more readily determinable. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements There have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance to the Company, except as discussed below. In the first quarter of 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry specific guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In 2015 and 2016, FASB issued additional ASUs related to Topic 606 that delayed the effective date of the guidance and clarified various aspects of the new revenue guidance, including principal versus agent considerations, identification of performance obligations, and accounting for licenses, and included other improvements and practical expedients. The new guidance was effective for annual and interim periods beginning after December 15, 2017. The Company elected to adopt the new guidance using the modified retrospective transition method for all contracts not completed as of the date of adoption. The adoption of the new guidance did not have a material impact on the consolidated financial statements. See the Revenue Recognition sub header and Note 3 for additional disclosures regarding the Company’s contracts with customers as well as the impact of adopting Topic 606. In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating ASU 2016-02, the Company expects the adoption of ASU 2016-02 will not have a material effect on the Company’s consolidated financial condition due to the recognition of the lease rights and obligations as assets and liabilities. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach. The Company has not yet selected a transition method and is currently assessing the impact of the adoption of ASU 2016-02 will have on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows: Classification Restricted Cash”, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this standard in the first quarter of 2018 by using the retrospective transition method, which required the following disclosures and changes to the presentation of its consolidated financial statements: cash and restricted cash reported on the condensed consolidated statements of cash flows now includes restricted cash of $76,552, $58,653 and $6,642 as of December 31, 2016, March 31, 2017 and December 31, 2017, respectively, as well as previously reported cash. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Summary of revenue from contracts with customers | The Company disaggregates its revenue from contracts with customers by principal product group and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows. See details in the tables below: Net Trade Revenue by Principal Product Group Three Months Ended Mar 31, 2018 Consumer Industrial Antifreeze $ 1,652,196 $ — Ethylene Glycol — 763,802 Additive — 500,196 Windshield Washer fluid 82,174 — Equipment 2,642 — Total $ 1,737,012 $ 1,263,998 Net Trade Revenue by Geographic Region Three Months Ended Mar 31, 2018 US $ 2,663,586 Canada 316,767 China 20,658 Total $ 3,001,010 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | The Company’s total inventories were as follows: March 31, December 31, 2018 2017 Raw materials $ 252,130 $ 241,297 Work in process 20,800 69,991 Finished goods 359,620 252,845 Total inventories $ 632,550 $ 564,133 |
Goodwill and Other Intangible22
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of intangible assets | The components of goodwill and other intangible assets are as follows: Net Balance at Estimated Accumulated March 31, Useful Life Cost Additions Amortization 2018 Finite live intangible assets: Customer list and tradename 5 years $ 987,500 $ — $ (274,952 ) $ 712,548 Non-compete agreements 5 years 1,199,000 — (537,450 ) 661,550 Intellectual property 10 years 880,000 — (110,000 ) 770,000 Total intangible assets $ 3,066,500 $ — $ (922,402 ) $ 2,144,098 Goodwill Indefinite $ 3,822,583 $ — $ — $ 3,822,583 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | The Company’s property, plant and equipment were as follows: March 31, December 31, 2018 2017 Machinery and equipment $ 4,910,771 $ 4,782,257 Leasehold improvements 275,973 275,973 Accumulated depreciation (1,489,338 ) (1,335,615 ) 3,697,406 3,722,615 Construction in process 292,945 175,335 Total property, plant and equipment, net $ 3,990,351 $ 3,897,950 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity | |
Summary of restricted stock awards | A summary of the Company’s performance and market-based restricted stock awards (including shares approved but not issued) is presented below: Number of Shares Weighted- Average Grant-Date Fair Value per Share Unvested at January 1, 2018 14,279,498 $ 0.07 Restricted stock granted — — Restricted stock vested — — Restricted stock forfeited (660,000 ) 0.07 Unvested at March 31, 2018 13,619,498 $ 0.07 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment information, and the reconciliation to the Company’s consolidated financial statements, for the three months ended March 31, 2018, is presented below: Consumer Industrial Inter Segment Eliminations Corporate Total Sales, net $ 1,739,584 $ 1,608,325 $ (346,899 ) $ — $ 3,001,010 Cost of goods sold 1,569,187 1,226,812 (346,899 ) — 2,449,100 Gross profit 170,397 381,513 — — 551,910 Total operating expenses 713,536 392,434 — 537,211 1,643,181 Loss from operations (543,139 ) (10,921 ) — (537,211 ) (1,091,271 ) Total other expenses (5,428 ) (44,599 ) — (59,023 ) (109,050 ) Loss before provision for income taxes $ (548,567 ) $ (55,520 ) $ — $ (596,234 ) $ (1,200,321 ) |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Payable [Abstract] | |
Schedule of notes payable | Notes payable consist of the following: As of March 31, 2018 As of December 31, 2017 2018 10% Related Party Unsecured Notes, net of debt discount of $166,667 $ 833,333 $ — 2017 Secured Note 99,157 104,990 2018 and 2017 Unsecured Note 200,399 188,060 2016 Secured Notes 286,870 308,115 2016 WEBA Seller Notes 2,650,000 2,650,000 Total notes payable 4,069,759 3,251,165 Less current portion (310,712 ) (297,534 ) Long-term portion of notes payable $ 3,759,047 $ 2,953,631 |
Schedule of Warrants valuation assumptions | We estimated the fair value of the Warrants on the issuance date using a Black-Scholes pricing model with the following assumptions: Warrants Expected term 3 years Volatility 143.81 % Risk Free Rate 2.39 % |
Components of debt | The proceeds of the 10% Notes were allocated to the components as follows: Proceeds allocated at issuance date Notes $ 833,333 Warrants 166,667 Total $ 1,000,000 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Vice President of U.S. Operations [Member] | |
Related Party Transaction [Line Items] | |
Schedule of related party transations | The Vice President of U.S. Operations also is the sole owner of Renew Resources, LLC, which provides services to the Company as a vendor. 2018 2017 Beginning Balance as of January 1, $ — $ 5,123 Monies owed to related party for services performed 18,780 24,707 Monies paid (18,780 ) (28,014 ) Ending balance as of March 31, $ — $ 1,816 |
Organization and Nature of Bu28
Organization and Nature of Business (Details Narrative) | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 27, 2016 |
Recovery Solutions & Technologies Inc | |||
Ownership percentage | 99.80% | 2.90% | 96.90% |
Basis of Presentation and Sum29
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Machinery And Equipment [Member] | Minimum [Member] | |
Useful life | 3 years |
Machinery And Equipment [Member] | Maximum [Member] | |
Useful life | 15 years |
Leasehold improvements [Member] | |
Useful life | 5 years |
Descripion of useful lives | Lesser of the remaining lease term or 5 years |
Basis of Presentation and Sum30
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | ||
Mar. 31, 2018USD ($)Numbershares | Mar. 31, 2017shares | Dec. 31, 2017USD ($) | |
Noncontrolling interests | $ | $ 0 | $ 0 | |
Number of operating segement | Number | 2 | ||
Allowance for doubtful accounts | $ | $ 134,339 | $ 213,136 | |
Number of potentially dilutive securities | shares | 13,360,745 | 19,266,967 | |
Salvage value of property, plant and equipment | $ | $ 0 | ||
Warrant [Member] | |||
Number of potentially dilutive securities | shares | 9,973,124 | 11,316,874 | |
Employee Stock Option [Member] | |||
Number of potentially dilutive securities | shares | 3,387,621 | 7,950,093 |
Revenue (Details)
Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | $ 3,001,010 | $ 2,290,321 |
United States [Member] | ||
Revenues | 2,663,586 | |
Canada [Member] | ||
Revenues | 316,767 | |
China [Member] | ||
Revenues | 20,658 | |
Consumer [Member] | ||
Revenues | 1,739,584 | |
Consumer [Member] | Antifreeze | ||
Revenues | 1,652,196 | |
Consumer [Member] | Windshield Washer fluid | ||
Revenues | 82,174 | |
Consumer [Member] | Equipment | ||
Revenues | 2,642 | |
Consumer [Member] | ||
Revenues | 1,737,012 | |
Industrial [Member] | ||
Revenues | 1,263,998 | |
Industrial [Member] | Ethylene Glycol | ||
Revenues | 763,802 | |
Industrial [Member] | Additive | ||
Revenues | $ 500,196 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Notes to Financial Statements | ||
Contract assets or liability | $ 0 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 252,130 | $ 241,297 |
Work in process | 20,800 | 69,991 |
Finished goods | 359,620 | 252,845 |
Total inventories | $ 632,550 | $ 564,133 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Finite live intangible assets | |
Gross | $ 3,066,500 |
Additions | |
Accumulated Amortization | (922,402) |
Net | $ 2,144,098 |
Goodwill | |
Estimated Useful Life | Indefinite |
Gross | $ 3,822,583 |
Additions | |
Accumulated Amortization | |
Net | $ 3,822,583 |
Customer List And Tradename [Member] | |
Finite live intangible assets | |
Estimated Useful Life | 5 years |
Gross | $ 987,500 |
Additions | |
Accumulated Amortization | (274,952) |
Net | $ 712,548 |
Non-Compete Agreements [Member] | |
Finite live intangible assets | |
Estimated Useful Life | 5 years |
Gross | $ 1,199,000 |
Additions | |
Accumulated Amortization | (537,450) |
Net | $ 661,550 |
Intellectual Property [Member] | |
Finite live intangible assets | |
Estimated Useful Life | 10 years |
Gross | $ 880,000 |
Additions | |
Accumulated Amortization | (110,000) |
Net | $ 770,000 |
Property, Plant and Equipment35
Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Accumulated depreciation | $ (1,489,338) | $ (1,335,615) |
Property, plant and equipment before construction in process | 3,697,406 | 3,722,615 |
Construction in process | 292,945 | 175,335 |
Total property, plant and equipment, net | 3,990,351 | 3,897,950 |
Machinery And Equipment [Member] | ||
Property, plant and equipment before construction in process | 4,910,771 | 4,782,257 |
Leasehold improvements [Member] | ||
Property, plant and equipment before construction in process | $ 275,973 | $ 275,973 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Shares | |
Unvested at beginning | shares | 14,279,498 |
Restricted stock granted | shares | |
Restricted stock vested | shares | |
Restricted stock forfeited | shares | (660,000) |
Unvested at end | shares | 13,619,498 |
Weighted Average Grant-Date Fair Value per Share | |
Unvested at beginning | $ / shares | $ 0.07 |
Restricted stock granted | $ / shares | |
Restricted stock vested | $ / shares | |
Restricted stock forfeited | $ / shares | (0.07) |
Unvested at end | $ / shares | $ 0.07 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 13 Months Ended | ||
Jan. 18, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Oct. 29, 2018 | Dec. 31, 2017 | |
Preferred stock, authorized | 40,000,000 | 40,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, outstanding | 166,593,661 | 165,288,061 | |||
Common stock, authorized | 300,000,000 | 300,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Stock-based compensation expense | $ 119,888 | $ 136,986 | |||
Value of award | $ 26,774 | $ 34,126 | |||
Warrants issued | 5,000,000 | ||||
2017 Employee Stock Purchase Plan [Member] | |||||
Employee Stock Purchase Plan, Description | The Company may grant eligible employees the right to purchase our common stock through payroll deductions at a price equal to the lesser of the fifteen percent (15%) of the fair market value of a share of common stock on the exercise date of the current offering period or fifteen percent (15%) of the fair market value of our common stock on the grant date of the then current offering period. The first offering period began on November 14, 2017. Thereafter, there will be consecutive six-month offering periods until January 2, 2022, or until the Plan is terminated by the Board, if earlier. | ||||
Stock-based compensation expense | $ 9,000 | ||||
2017 Employee Stock Purchase Plan [Member] | One Employee | |||||
Number of common stock issued | 150,000 | ||||
Share price (in dollars per share) | $ 0.06 | ||||
Value of common stock issued | $ 9,000 | ||||
2017 Employee Stock Purchase Plan [Member] | Six directors | |||||
Number of common stock issued | 1,155,600 | ||||
Share price (in dollars per share) | $ 0.065 | ||||
Value of common stock issued | $ 75,114 |
Segments (Details)
Segments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Sales, net | $ 3,001,010 | $ 2,290,321 |
Cost of goods sold | 2,449,100 | 2,150,586 |
Gross profit | 551,910 | 139,735 |
Total operating expenses | 1,643,181 | 1,051,671 |
Loss from operations | (1,091,271) | (911,936) |
Total other expenses | (109,050) | (196,218) |
Loss before provision for income taxes | (1,200,321) | $ (1,108,154) |
Consumer [Member] | ||
Sales, net | 1,739,584 | |
Cost of goods sold | 1,569,187 | |
Gross profit | 170,397 | |
Total operating expenses | 713,536 | |
Loss from operations | (543,139) | |
Total other expenses | (5,428) | |
Loss before provision for income taxes | (548,567) | |
Industrial [Member] | ||
Sales, net | 1,608,325 | |
Cost of goods sold | 1,226,812 | |
Gross profit | 381,513 | |
Total operating expenses | 392,434 | |
Loss from operations | (10,921) | |
Total other expenses | (44,599) | |
Loss before provision for income taxes | (55,520) | |
Inter Segments Eliminations [Member] | ||
Sales, net | (346,899) | |
Cost of goods sold | (346,899) | |
Gross profit | ||
Total operating expenses | ||
Loss from operations | ||
Total other expenses | ||
Loss before provision for income taxes | ||
Corporate [Member] | ||
Sales, net | ||
Cost of goods sold | ||
Gross profit | ||
Total operating expenses | 537,211 | |
Loss from operations | (537,211) | |
Total other expenses | (59,023) | |
Loss before provision for income taxes | $ (596,234) |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Total notes payable | $ 4,069,759 | $ 3,251,165 |
Less current portion | (310,712) | (297,534) |
Long-term portion of notes payable | 3,759,047 | 2,953,631 |
2018 10% Related Party Unsecured Notes [Member] | ||
Total notes payable | 833,333 | |
2017 Secured Note [Member] | ||
Total notes payable | 99,157 | 104,990 |
2016 Secured Notes [Member] | ||
Total notes payable | 200,399 | 308,115 |
2018 and 2017 Unsecured Note [Member] | ||
Total notes payable | 286,870 | 188,060 |
2016 WEBA Seller Notes [Member] | ||
Total notes payable | $ 2,650,000 | $ 2,650,000 |
Notes Payable (Details 1)
Notes Payable (Details 1) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2018 | |
Expected term | 3 years |
Volatility | 143.81% |
Risk Free Rate | 2.39% |
Notes Payable (Details 2)
Notes Payable (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Proceeds allocated at issuance date | $ 1,000,000 | |
Warrant [Member] | ||
Proceeds allocated at issuance date | 166,667 | |
Notes [Member] | ||
Proceeds allocated at issuance date | $ 833,333 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 13 Months Ended | ||
Jan. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 29, 2018 | Mar. 29, 2017 | |
Amortization expense | $ 0 | $ 86,734 | |||
2018 10% Related Party Unsecured Notes [Member] | Subscription Agreement | Wynnefield Capital | |||||
Principal Amount | $ 1,000,000 | ||||
Number common stock purchased | 5,000,000 | ||||
Interest rate | 10.00% | ||||
Maturity date | May 4, 2019 | ||||
Debt discount | $ 166,667 | ||||
2018 and 2017 Unsecured Note [Member] | |||||
Principal Amount | $ 242,866 | ||||
Interest rate | 5.40% | ||||
Debt terms | 10 months |
Related Party Transactions (Det
Related Party Transactions (Details) - Vice President of U.S. Operations [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Due from Related Parties, Current [Roll Forward] | ||
Beginning Balance | $ 5,123 | |
Monies owed to related party for services performed | 18,780 | 24,707 |
Monies paid, net | (18,780) | (28,014) |
Ending Balance | $ 1,816 |
Related Party Transactions (D44
Related Party Transactions (Details Narrative) | Mar. 29, 2018USD ($) |
GlyEco Acquisition Corp. #1 [Member] | 2018 10% Related Party Unsecured Notes [Member] | Subscription Agreement | |
Principal balance | $ 1,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 27, 2017 | Dec. 31, 2017 | Mar. 31, 2018 |
Tank remediation | $ 780,000 | ||
PSP Falcon | |||
Construction expenses | $ 530,633 | ||
Minimum [Member] | |||
Environmental remediation liabilities | $ 1,000,000 | ||
Maximum [Member] | |||
Environmental remediation liabilities | $ 2,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Private Placement [Member] - USD ($) | May 04, 2018 | May 01, 2018 | Apr. 10, 2018 | Apr. 06, 2018 |
Institutional investors [Member] | ||||
Number common stock purchased | 5,000,000 | 250,000 | ||
Principal Amount | $ 1,000,000 | $ 50,000 | ||
Institutional investors [Member] | ||||
Warrants exercisable | 5,250,000 | |||
Warrants exercise price | $ 0.05 | |||
Beneficial ownership limitation | 9.99% | |||
Directors [Member] | ||||
Number common stock purchased | 250,000 | |||
Principal Amount | $ 50,000 | |||
10% Unsecured Notes [Member] | Subscription Agreement | ||||
Number common stock purchased | 12,500,000 | |||
Principal Amount | $ 2,500,000,000,000 |