UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2020

 

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________________ to ________________

 

Commission file number 001-36843

 

BIOHITECH GLOBAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   46-2336496
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
80 Red Schoolhouse Road, Suite 101
Chestnut Ridge, New York
  10977
(Address of principal executive offices)   (Zip Code)

 

(845) 262-1081

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  x     No  ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes   x     No  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨ Accelerated filer  ¨
Non-accelerated filer  x Smaller reporting company  x
  Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No   x

 

Securities registered pursuant to Section 12(b) of the Act:

  

Title of each class   Trading
Symbol(s)
  Name of each exchange on which
registered
Common Stock, $0.0001 par value per share   BHTG   NASDAQ Capital Market

 

The number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

Class   Outstanding as of August 10, 2020
Common Stock, $0.0001 par value per share   22,577,091

 

 

 

 

  

BioHiTech Global, Inc. and Subsidiaries

 

TABLE OF CONTENTS

 

    Page
  PART I - FINANCIAL INFORMATION 1
     
Item 1. Condensed Consolidated Financial Statements. 1
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 23
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 32
     
Item 4. Controls and Procedures. 32
     
  PART II - OTHER INFORMATION 33
     
Item 1. Legal Proceedings. 33
     
Item 1A. Risk Factors. 33
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 33
     
Item 3. Defaults Upon Senior Securities. 34
     
Item 4. Mine Safety Disclosures. 34
     
Item 5. Other Information. 34
     
Item 6. Exhibits. 34
     
SIGNATURES 35
   
INDEX TO EXHIBITS 36

 

i

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

 

    Three Months Ended June 30,     Six Months Ended June 30,  
    2020     2019     2020     2019  
Revenue                        
HEBioT (related party)   $ 892,899     $ 277,041     $ 1,383,031     $ 277,041  
Rental, service and maintenance     356,033       448,937       827,126       936,638  
Equipment sales     -       75,234       323,116       75,234  
Management advisory and other fees (related party)     25,000       250,000       100,000       500,000  
Total revenue     1,273,932       1,051,212       2,633,273       1,788,913  
Operating expenses                                
HEBioT processing     1,020,277       493,546       1,832,704       493,546  
Rental, service and maintenance     151,695       128,311       412,530       331,514  
Equipment sales     -       38,726       146,404       38,726  
Selling, general and administrative     1,897,442       1,706,324       3,815,865       4,032,686  
Depreciation and amortization     569,764       609,973       1,184,966       739,412  
Total operating expenses     3,639,178       2,976,880       7,392,469       5,635,884  
Loss from operations     (2,365,246 )     (1,925,668 )     (4,759,196 )     (3,846,971 )
Other expenses                                
Interest (income)     (5,355 )     -       (17,622 )     -  
Interest expense     1,025,319       962,004       2,037,610       1,301,868  
Total other expenses     1,019,964       962,004       2,019,988       1,301,868  
Net loss     (3,385,210 )     (2,887,672 )     (6,779,184 )     (5,148,839 )
Net loss attributable to non-controlling interests     (720,329 )     (819,031 )     (1,543,006 )     (1,130,732 )
Net loss attributable to Parent     (2,664,881 )     (2,068,641 )     (5,236,178 )     (4,018,107 )
Other comprehensive income                                
Foreign currency translation adjustment     (1,437 )     3,944       (30,136 )     5,197  
Comprehensive loss   $ (2,666,318 )   $ (2,064,697 )   $ (5,266,314 )   $ (4,012,910 )
                                 
Net loss attributable to Parent   $ (2,664,881 )   $ (2,068,641 )   $ (5,236,178 )   $ (4,018,107 )
Less – preferred stock dividends     (204,941 )     (164,308 )     (382,313 )     (292,227 )
Net loss – common shareholders     (2,869,822 )     (2,232,949 )     (5,618,491 )     (4,310,334 )
Net loss per common share - basic and diluted   $ (0.16 )   $ (0.15 )   $ (0.32 )   $ (0.29 )
Weighted average number of common shares outstanding - basic and diluted     17,437,068       14,927,846       17,406,788        14,872,597  

 

See accompanying notes to unaudited interim condensed consolidated financial statements.

 

1

 

 

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

 

    June 30,
2020
    December 31,
2019
 
    (Unaudited)        
Assets                
Current Assets                
Cash   $ 342,182     $ 1,847,526  
Restricted cash     1,237,097       1,133,581  
Accounts receivable, net of allowance for doubtful accounts of $128,321 and $170,038 as of June 30, 2020 and December 31, 2019, respectively (related entity $2,102,095 and $1,370,867 as of June 30, 2020 and December 31, 2019, respectively)     2,807,521       2,155,921  
Inventory     352,467       467,784  
Prepaid expenses and other current assets     179,906       126,357  
Total Current Assets     4,919,173       5,731,169  
Restricted cash     2,646,381       2,555,845  
Equipment on operating leases, net     1,537,142       1,724,998  
HEBioT facility, equipment, fixtures and vehicles, net     36,592,281       37,421,333  
Operating lease right of use assets     1,304,142       945,047  
License and capitalized MBT facility development costs     8,023,925       8,049,929  
Goodwill     58,000       58,000  
Other assets     38,799       53,726  
Total Assets   $ 55,119,843     $ 56,540,047  

  

Continued on following page.

 

See accompanying notes to unaudited interim condensed consolidated financial statements.

 

2

 

 

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets, continued:

 

    June 30,
2020
    December 31,
2019
 
    (Unaudited)        
Liabilities and Stockholders' Equity                
Current Liabilities:                
Line of credit, net of financing costs of $2,050 and $20,152 as of June 30, 2020 and December 31, 2019, respectively   $ 1,497,950     $ 1,479,848  
Advances from related parties     935,000       210,000  
Accounts payable (related entity $3,727,095 and $2,531,034 as of June 30, 2020 and December 31, 2019, respectively)     6,036,103       4,688,339  
Accrued interest payable     1,255,389       1,148,570  
Accrued expenses and liabilities     1,832,068       1,926,965  
Deferred revenue     99,563       89,736  
Customer deposits     4,890       44,792  
Note payable     -       100,000  
Senior Secured Note, net of financing costs of $88,508 and unamortized discounts of $587,249 as of June 30, 2020     4,324,243       -  
Current portion of WV EDA Senior Secured Bonds payable     2,860,000       1,390,000  
Current portion of long term debt and Payroll Protection Program Loan     168,111       4,605  
Total Current Liabilities     19,013,317       11,082,855  
Junior note due to related party, net of unamortized discounts of $84,110 and $95,043 as of June 30, 2020 and December 31, 2019, respectively     960,367       949,434  
Accrued interest (related party)     1,651,079       1,510,193  
WV EDA Senior Secured Bonds payable, net of current portion, and financing costs of $1,719,392 and $1,792,574 as of June 30, 2020 and December 31, 2019, respectively     28,420,608       29,817,426  
Payroll Protection Program Loan     257,461       -  
Senior Secured Note, net of financing costs of $113,268 and unamortized discounts of $726,242 as of December 31, 2019     -       4,160,490  
Note Payable     100,000          
Non-current lease liabilities     1,220,780       915,170  
Long-term debt, net of current portion     6,038       8,201  
Total Liabilities     51,629,650       48,443,769  
Series A redeemable convertible preferred stock, 333,401 shares designated and issued, and 145,312 outstanding as of June 30, 2020 and December 31, 2019     726,553       726,553  
Commitments and Contingencies                
Stockholders' Equity (Deficit)                
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; 3,209,210 and 3,179,120 designated as of June 30, 2020 and December 31, 2019; 1,936,214  and 1,922,603 issued as of June 30, 2020 and December 31, 2019; 869,792 and 856,181 outstanding as of June 30, 2020 and December 31, 2019:                
Series B Convertible preferred stock, 1,111,200 shares designated: 428,333 shares issued, no shares outstanding as of June 30, 2020 and December 31, 2019     -       -  
Series C Convertible preferred stock, 1,000,000 shares designated, 427,500 shares issued and outstanding as of June 30, 2020 and December 31, 2019     3,050,142       3,050,142  
Series D Convertible preferred stock, 20,000 shares designated: 18,850 shares issued and outstanding as of June 30, 2020 and December 31, 2019     1,505,262       1,505,262  
Series E Convertible preferred stock, 714,519 shares designated: 714,519 shares issued, 264,519 outstanding as of June 30, 2020 and December 31, 2019     698,330       698,330  
Series F Convertible preferred stock, 30,090 shares designated, and 13,611 shares issued and outstanding as of June 30, 2020     1,507,408       -  
Common stock, $0.0001 par value, 50,000,000 shares authorized, 17,809,592 and 17,300,899 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively     1,780       1,730  
Additional paid in capital     50,267,673       49,597,059  
Accumulated deficit     (58,056,529 )     (52,785,242 )
Accumulated other comprehensive (loss)     (13,002 )     (43,138 )
Stockholders’ (deficit) equity attributable to Parent     (1,038,936 )     2,024,143  
Stockholders’ equity attributable to non-controlling interests     3,802,576       5,345,582  
Total Stockholders’ Equity     2,763,640       7,369,725  
Total Liabilities and Stockholders’ Equity   $ 55,119,843     $ 56,540,047  

 

See accompanying notes to unaudited interim condensed consolidated financial statements.

 

3

 

 

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

   Six Months Ended
June 30,
 
   2020   2019 
Cash flows from operating activities:          
Net loss  $(6,779,184)   (5,148,839)
Adjustments to reconcile net loss to net cash used in operations:          
Depreciation and amortization   1,184,966    739,412 
Amortization of operating lease right of use assets   53,552    - 
Provision for bad debts   61,119    30,000 
Share based employee compensation   707,653    531,603 
Interest resulting from amortization of financing costs and discounts   265,776    221,078 
Loss resulting from write-off of proposed MBT site   -    346,654 
Changes in operating assets and liabilities   593,507    1,261,037 
Net cash used in operating activities   (3,912,611)   (2,019,055)
           
Cash flow from investing activities:          
Purchases of construction in-progress, equipment, fixtures and vehicles   (50,731)   (4,164,592)
Refund of deposit   5,000    - 
MBT facility development costs incurred   (36,996)   (26,269)
MBT facility development costs refunded   -    66,000 
Net cash used in investing activities   (82,727)   (4,124,861)
           
Cash flows from financing activities:          
Proceeds from the sale of Series F convertible preferred stock units   1,560,450    - 
Proceeds from Payroll Protection Program Loan   421,300    - 
Proceeds from the sale of Series D convertible preferred stock units        1,787,500 
Affiliate investment in subsidiary        1,400,000 
Deferred financing costs incurred        (43,941)
Repayments of long-term debt   (2,496)   (4,549)
Related party advances, net   725,000    210,000 
Net cash provided by financing activities   2,704,254    3,349,010 
Effect of exchange rate on cash (restricted and unrestricted)   (20,208)   17,398 
Net change in cash (restricted and unrestricted)   (1,311,292)   (2,777,508)
Cash - beginning of period (restricted and unrestricted)   5,536,952    9,126,380 
Cash - end of period (restricted and unrestricted)  $4,225,660    6,348,872 

 

Note 15 includes supplemental cash flow information, non-cash investing and financing activities and changes in operating assets and liabilities.

 

See accompanying notes to unaudited interim condensed consolidated financial statements.

 

4

 

 

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

 

Statement of Stockholders’ Equity Attributable to Parent for the Six Months Ended June 30, 2020:
   Preferred Stock   Common Stock   Additional 
Paid in
   Accumulated
Comprehensive
   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Other Loss   Deficit   Total 
Balance at January 1, 2020   710,869   $5,253,734    17,300,899   $1,730   $49,597,059   $(43,138)  $(52,785,242)  $2,024,143 
Series F preferred stock issuance   13,611    1,507,408    -    -    53,042    -    -    1,560,450 
Share-based employee and director compensation   -    -    122,500    12    592,610    -    -    592,622 
Preferred stock dividends paid in common stock   -    -    13,889    1    24,999    -    -    25,000 
Warrants exercised   -    -    372,304    37    (37)   -    -    - 
Preferred stock dividends   -    -    -    -    -    -    (35,109)   (35,109)
Net loss   -    -    -    -    -    -    (5,236,178)   (5,236,178)
Foreign currency translation adjustment   -    -    -    -    -    30,136    -    30,136 
Balance at June 30, 2020   724,480   $6,761,142    17,809,592   $1,780   $50,267,673   $(13,002)  $(58,056,529)  $(1,038,936)

 

Statement of Stockholders’ Equity Attributable to Non-Controlling Interests in Consolidated Subsidiaries for the Six Months Ended June 30, 2020:
   Non-Controlling   Accumulated     
   Equity Interest   Deficit   Total 
Balance at January 1, 2020  $8,079,585   $(2,734,003)  $5,345,582 
Net loss   -    (1,543,006)   (1,543,006)
Balance at June 30, 2020  $8,079,585   $(4,277,009)  $3,802,576 

 

Statement of Stockholders’ Equity Attributable to Parent for the Three Months Ended June 30, 2020:
   Preferred Stock   Common Stock   Additional 
Paid in
   Accumulated
Comprehensive
   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Other Loss   Deficit   Total 
Balance at April 1, 2020   723,914   $6,698,348    17,417,288   $1,741   $49,953,089   $(14,439)  $(55,374,103)  $1,264,636 
Series F preferred stock issuance   566    62,794    -    -    2,206    -    -    65,000 
Share-based employee and director compensation   -    -    20,000    2    312,415    -    -    312,417 
Warrants exercised   -    -    372,304    37    (37)   -    -    - 
Preferred stock dividends   -    -    -    -    -    -    (17,545)   (17,545)
Net loss   -    -    -    -    -    -    (2,664,881)   (2,664,881)
Foreign currency translation adjustment   -    -    -    -    -    1,437    -    1,437 
Balance at June 30, 2020   724,480   $6,761,142    17,809,592   $1,780   $50,267,673   $(13,002)  $(58,056,529)  $(1,038,936)

 

Statement of Stockholders’ Equity Attributable to Non-Controlling Interests in Consolidated Subsidiaries for the Three Months Ended June 30, 2020:
  

Non-

Controlling

   Accumulated     
   Equity Interest   Deficit   Total 
Balance at April 1, 2020  $8,079,585   $(3,556,680)  $4,522,905 
Net loss   -    (720,329)   (720,329)
Balance at June 30, 2020  $8,079,585   $(4,277,009)  $3,802,576 

 

Continued on following page.

 

See accompanying notes to unaudited interim condensed consolidated financial statements.

 

5

 

 

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited), continued:

 

Statement of Stockholders’ Equity Attributable to Parent for the Six Months Ended June 30, 2019:
   Preferred Stock   Common Stock   Additional 
Paid in
   Accumulated
Comprehensive
   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Other Loss   Deficit   Total 
Balance at January 1, 2019   992,019   $4,540,472    14,802,956   $1,480   $43,452,963   $5,021   $(44,594,385)  $3,405,551 
Series D preferred stock issuance   18,850    1,520,262    -    -    267,238    -    -    1,787,500 
Series E preferred stock conversion   (300,000)   (792,000)   300,000    30    791,970    -    -    - 
Share-based employee and director compensation   -    -    -    -    531,603    -    -    531,603 
Issuance of restricted stock   -    -    105,000    11    205,489    -    -    205,500 
Preferred stock dividends   -    -    -    -    -    -    (36,744)   (36,744)
Net loss   -    -    -    -    -    -    (4,018,107)   (4,018,107)
Foreign currency translation adjustment   -    -    -    -    -    5,197    -    5,197 
Balance at June 30, 2019   710,869   $5,268,734    15,207,956   $1,521   $45,249,263   $10,218   $(48,649,236)  $1,880,500 

 

Statement of Stockholders’ Equity Attributable to Non-Controlling Interests in Consolidated Subsidiaries for the Six Months Ended June 30, 2019:
   Non-
Controlling
   Accumulated     
   Equity Interest   Deficit   Total 
Balance at January 1, 2019  $6,679,585   $(76,890)  $6,602,695 
Investment by non-controlling interest   1,400,000    -    1,400,000 
Net loss   -    (1,130,732)   (1,130,732)
Balance at June 30, 2019  $8,079,585   $(1,207,622)  $6,871,963 

 

Statement of Stockholders’ Equity Attributable to Parent for the Three Months Ended June 30, 2019:
   Preferred Stock   Common Stock   Additional 
Paid in
   Accumulated
Comprehensive
   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Other Loss   Deficit   Total 
Balance at April 1, 2019   999,519   $5,290,472    14,822,956   $1,482   $43,750,710   $6,274   $(46,562,223)  $2,486,715 
Series D preferred stock issuance   11,350    770,262    -    -    267,238    -    -    1,037,500 
Series E preferred stock conversion   (300,000)   (792,000)   300,000    30    791,970    -    -    - 
Share-based employee and director compensation   -    -    -    -    233,854    -    -    233,854 
Issuance of restricted stock   -    -    85,000    9    205,491    -    -    205,500 
Preferred stock dividends   -    -    -    -    -    -    (18,372)   (18,372)
Net loss   -    -    -    -    -    -    (2,068,641)   (2,068,641)
Foreign currency translation adjustment   -    -    -    -    -    3,944    -    3,944 
Balance at June 30, 2019   710,869   $5,268,734    15,207,956   $1,521   $45,249,263   $10,218   $(48,649,236)  $1,880,500 

 

Statement of Stockholders’ Equity Attributable to Non-Controlling Interests in Consolidated Subsidiaries for the Three Months Ended June 30, 2019:
   Non-
Controlling
   Accumulated     
   Equity Interest   Deficit   Total 
Balance at April 1, 2019  $6,679,585   $(388,591)  $6,290,994 
Investment by non-controlling interest   1,400,000    -    1,400,000 
Net loss   -    (819,031)   (819,031)
Balance at June 30, 2019  $8,079,585   $(1,207,622)  $6,871,963 

 

See accompanying notes to unaudited interim condensed consolidated financial statements.

 

6

 

 

BioHiTech Global, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

Note 1. Basis of Presentation and Going Concern

 

Nature of Operations - BioHiTech Global, Inc. (the “Company” or “BioHiTech”) through its wholly-owned and its controlled subsidiaries provides cost-effective and sustainable environmental management solutions.

 

Our cost-effective technology solutions include the patented processing of municipal solid waste into a valuable renewable fuel, biological disposal of food waste on-site, and proprietary real-time data analytics tools to reduce food waste generation. Our solutions enable businesses and municipalities of all sizes to lower disposal costs while having a positive impact on the environment. When used individually or in combination, our solutions lower the carbon footprint associated with waste transportation and can reduce or virtually eliminate landfill usage.

 

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and globally and more recently in the United States there has been an increase in cases reported. The Company is monitoring the near term and longer term impacts of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread, and its impact on operations, financial position, cash flows, inventory, supply chains, purchasing trends, customer payments, and the industry in general, in addition to the impact on its employees. Due to the development and fluidity of this situation, the magnitude and duration of the pandemic and its impact on the Company’s operations, liquidity and financial performance will depend on certain developments, including duration, spread and reemergence of the outbreak, its impact on our customers, supply chain partners and employees, and the range of governmental and community reactions to the pandemic, which are uncertain and cannot be fully predicted at this time.

 

As a result of COVID-19 the implementation of the Company’s contract with Carnival Corporation had been delayed, although subsequent to June 30, 2020 Carnival recommenced purchasing activity, and the operations of some customers in the restaurant and hospitality industries have been temporarily interrupted due to governmental actions. For certain existing restaurant and hospitality customers, the Company has provided a deferral of recurring rental payments for a short time and have modified the rental agreements to extend the term by the period deferred. These actions have placed a strain on the Company’s cash flows resulting in the Company executing on cost controls and cash preservation practices that included reducing executive cash compensation, laying off non-essential employees, limiting expenses and disbursements, as well as extending vendor payments.

 

Basis of Presentation - The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and controlled subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, and the elimination of intercompany accounts and transactions which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

 

The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2019, which contains the audited financial statements and notes thereto, for the years ended December 31, 2019 and 2018 included within the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 22, 2020. The financial information as of December 31, 2019 presented hereto is derived from the audited consolidated financial statements presented in the Company’s audited consolidated financial statements for the year ended December 31, 2019. The interim results for the three and six months ended June 30, 2020 is not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods.

 

As of June 30, 2020 and December 31, 2019, the Company’s active wholly-owned subsidiaries were BioHiTech America, LLC, BioHiTech Europe Limited, BHT Financial, LLC and E.N.A. Renewables LLC, and its controlled subsidiary was Refuel America LLC (60%) and its wholly-owned subsidiaries Apple Valley Waste Technologies Buyer, Inc., Apple Valley Waste Technologies, LLC, New Windsor Resource Recovery LLC and Rensselaer Resource Recovery LLC and its controlled subsidiary Entsorga West Virginia LLC (88.7%, 88.7% and 86.1% as of June 30, 2020, December 31, 2019 and June 30, 2019, respectively). As each of these subsidiaries operate as environmental-based service companies, we did not deem segment reporting necessary.

 

Reclassifications to certain prior period amounts have been made to conform to current period presentation. These reclassifications have no effect on previously reported net loss.

 

7

 

 

BioHiTech Global, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

 

Going Concern and Liquidity - For the six months June 30, 2020, the Company had a consolidated net loss of $6,779,184, incurred a consolidated loss from operations of $4,759,196 and used net cash in consolidated operating activities of $3,912,611. At June 30, 2020, consolidated total stockholders’ equity amounted to $2,763,640, consolidated stockholders’ deficit attributable to parent amounted to $1,038,936 and the Company had a consolidated working capital deficit of $14,094,144. While the Company had not met certain of its senior secured note’s financial covenants as of June 30, 2020 (Note 6), the Company has favorably renegotiated those covenants and has received a waiver for such non-compliance through June 30, 2020. Despite its current compliance under the waiver, until such time as the Company regains compliance or receives a waiver of such covenants for a year beyond the balance sheet date, under current GAAP accounting rules the senior secured notes amounting to $4,324,243 have been classified as current debt. The Company does not yet have a history of financial profitability. In March and April of 2020 the Company raised $1,560,450 through a private convertible preferred stock offering and on May 13, 2020 one of the Company’s subsidiaries was funded $421,300 through the Paycheck Protection Program. On July 27, 2020 the Company used its Shelf Registration on Form S-3 to raise gross proceeds of $8,235,500 through an underwritten public offering of 4,550,000 common shares. On August 11, 2020 the underwriter provided notice that they would be exercising their over-allotment provision of the Underwriting Agreement to purchase an additional 682,500 shares of the Company’s common stock at $1.81 per share for a gross purchase price of $1,235,325. The net proceeds to the Company, after underwriter’s commission and before other costs amount $1,124,146. This transaction was consummated on August 13, 2020. There is no assurance that the Company will continue to raise sufficient capital or debt to sustain operations or to pursue other strategic initiatives or that such financing will be on terms that are favorable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on management’s further implementation of the Company’s on-going and strategic plans, which include continuing to raise funds through equity and/or debt raises. Should the Company be unable to raise adequate funds, certain aspects of the on-going and strategic plans may require modification.

 

Note 2. Summary of Significant Accounting Policies

 

The condensed consolidated financial statements have been prepared by the Company in accordance with the rules and regulations of the SEC on a consistent basis with and should be read in conjunction with our audited financial statements for the year ended December 31, 2019. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by the SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading.

 

Recent Accounting Pronouncements:

 

The Company has not implemented any recent accounting pronouncements during the six months ended June 30, 2020.

 

The Company has not implemented the following accounting standard:

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This standard requires an allowance to be recorded for all expected credit losses for certain financial assets. The new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments. ASU 2016-13 is effective for public companies for interim and annual period beginning December 15, 2020. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial condition and results of operations.

 

There have been no other recent accounting pronouncements or changes in accounting pronouncements that have been issued but not yet adopted that are of significance, or potential significance, to the Company.

 

Note 3. Equipment on Operating Leases, net

 

Equipment on operating leases consist of the following:

 

   June 30,   December 31, 
   2020   2019 
Leased equipment  $3,174,799   $3,138,951 
Less: accumulated depreciation   (1,637,657)   (1,413,953)
Total Equipment on Operating Leases, net  $1,537,142   $1,724,998 

 

8

 

 

BioHiTech Global, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

 

The Company is a lessor of digester units under non-cancellable operating lease agreements expiring through June 2025. These leases generally have terms of three to five years and do not contain stated extension periods or options for the lessee to purchase the underlying assets. At the end of the leases, the lessee may enter into a new lease or return the asset, which would be available to the Company for releasing.

 

During the three months ended June 30, 2020 and 2019, revenue under the agreements, which is included in rental, service and maintenance revenue, amounted to $312,278 and $350,187, respectively. During the six months ended June 30, 2020 and 2019, revenue under the agreements, which is included in rental, service and maintenance revenue, amounted to $698,532 and $691,852, respectively. During the three months ended June 30, 2020 and 2019, depreciation expense included in rental, service and maintenance expense, amounted to $116,272 and $103,764, respectively. During the six months ended June 30, 2020 and 2019, depreciation expense included in rental, service and maintenance expense, amounted to $232,138 and $205,266, respectively.

  

The minimum future estimated contractual payments to be received under these leases as of June 30, 2020 is as follows:

 

Year ending December 31,      
2020, remaining period   $ 641,557  
2021     943,555  
2022     689,795  
2023     411,264  
2024 and thereafter     185,130  
    $ 2,871,301  

 

Note 4. HEBioT facility, equipment, fixtures and vehicles, net

 

HEBioT facility, equipment, fixtures and vehicles, net consist of the following:

 

   June 30,
2020
   December 31,
2019
 
HEBioT facility  $31,172,856   $31,142,974 
HEBioT equipment   7,407,096    7,388,896 
Computer software and hardware   115,068    112,629 
Furniture and fixtures   48,196    48,196 
Vehicles   50,319    50,319 
    38,793,535    38,743,014 
Less: accumulated depreciation and amortization   (2,201,254)   (1,321,681)
Total HEBioT facility, equipment, fixtures and vehicles, net  $36,592,281   $37,421,333 

 

Note 5. MBT Facility Development and License Costs

 

MBT Facility Development and License Costs consist of the following:

 

    June 30,
2020
    December 31,
2019
 
MBT Projects                
Survey and engineering   $ 272,225     $ 235,229  
                 
Technology Licenses                
Future site     6,019,200       6,019,200  
Martinsburg, West Virginia, net of $157,500 and $94,500 of amortization as of June 30, 2020 and December 31, 2019     1,732,500       1,795,500  
Total Technology Licenses     7,751,700       7,814,700  
Total MBT Facility Development and License Costs   $ 8,023,925     $ 8,049,929  

 

9

 

 

BioHiTech Global, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

 

MBT Facility Development Costs - During 2018, the Company commenced initial development of a project in Rensselaer, NY. As of June 30, 2020, the Company has received local permits and has filed the required state permit applications, which are undergoing review by the New York State Department of Environmental Conservation (“NYSDEC”). On August 10, 2020 the NYSDEC, by letter, informed the Company that the application had been initially denied. The Company disagrees with this decision, and as is part of the process, has exercised its right to appeal the NYSDEC findings.

 

Technology License Agreement – Future Facility - The royalty payment for the license amounted to $6,019,200. This Technology License Agreement can be utilized at a future project and will be amortized once the facility is in operation.

 

Technology License Agreement – Martinsburg, West Virginia - In connection with the 2018 acquisition accounting applied to Entsorga West Virginia acquisition, the License Agreement was valued at $1,890,000. During the three and six months ending June 30, 2020 amortization amounted to $31,500 and $63,000, respectively. During the three and six months ending June 30, 2019 amortization amounted to $31,500. Amortization of the License Agreement commenced with the facility becoming operational on March 31, 2019 and there was no amortization for the three months ended March 31, 2019.

  

Note 6. Line of Credit, Promissory Notes Payable, Notes Payable, Advances, and Long-Term Debts

 

Line of Credit, Promissory Notes Payable, Notes Payable, Advances, and Long-Term Debts consist of the following:

 

   June 30, 2020   December 31, 2019 
   Total   Related
Party
   Total   Related
Party
 
Line of credit  $1,497,950   $-   $1,479,848   $- 
Senior secured promissory note   4,324,243    -    4,160,490    - 
Junior promissory note   960,367    960,367    949,434    949,434 
Note payable under Payroll Protection Program   421,300    -    -    - 
Note payable   100,000    -    100,000    - 
Advances from related parties (See Note 14 Related Parties)   935,000    935,000    210,000    210,000 
Long term debt - current and long-term portion   10,310    -    12,806    - 

 

Line of Credit — The Credit Agreement and Note with Comerica does not have any financial covenants, carries interest at the rate of 3%, plus either the Comerica prime rate or a LIBOR-based rate, (5.00% and 5.71% as of June 30, 2020 and December 31, 2019, respectively) and matured on January 1, 2020, which was subsequently extended to March 31, 2020 and further amended on June 30, 2020 as a demand note with an interest rate of 3%, plus a LIBOR-based rate (with a floor of 1%). The line of credit is secured by the assets of BHT Financial, LLC and is personally guaranteed by the Company’s Chief Executive Officer, Frank E. Celli and James D. Chambers, a director.

 

Michaelson Senior Secured Term Promissory Financing — Company and several of the Company’s wholly-owned subsidiaries have a Note Purchase and Security Agreement with Michaelson Capital Special Finance Fund II, L.P. (“ MCSFF ”) for a senior secured term promissory note in the principal amount of $5,000,000 (the “Note”). The Note is not convertible and accrues interest at the rate of 10.25% per annum. The Note provides for certain financial covenants that were not met as of June 30, 2020. While the Company had not met certain of its senior secured note’s financial covenants as of June 30, 2020, the Company has favorably renegotiated those covenants and has received a waiver for such non-compliance through June 30, 2020. Despite its current compliance under the waiver, until such time as the Company regains compliance or receives a waiver of such covenants for a year beyond the balance sheet date, under current GAAP accounting rules the senior secured notes amounting to $4,324,243 have been classified as current debt. As of December 31, 2019 those certain financial covenants were not met and a waiver of such was granted by MCSFF through January 1, 2021 with the condition that the parties negotiate new financial covenants, which were concluded prior to June 30, 2020. As of December 31, 2019, the Note has been classified based on the contractual repayment schedule. For purposes of the following maturity schedule, as the Company believes that it will achieve compliance with the revised financial covenants and MCSFF has a history of waiving non-compliance with financial covenants, the maturities have been presented based upon the contractual repayment terms in effect as of June 30, 2020. The Note is contractually scheduled to be repaid in eight, equal, quarterly installments of $625,000 commencing on May 15, 2021 and ending February 2, 2023 (the “Maturity Date”).

 

Note Payable under Payroll Protection Program — On May 13, 2020 BioHiTech America, LLC, a subsidiary of the Company, was funded $421,300 under the Payroll Protection Program (“PPP”) through Comerica Bank. The PPP was established as part of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration. The PPP Loan is non-collateralized and has no guarantees, has a two-year term and bears interest at an annual interest rate of 1%. Monthly principal and interest payments are deferred for six months, and the maturity date is May 13, 2022. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. However, no assurance is provided that forgiveness for any portion of the PPP Loan will be obtained.

 

10

 

 

BioHiTech Global, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

 

Note Payable — As of June 30, 2020 and December 31, 2019, the note, with interest at 10%, had a remaining balance outstanding of $100,000 and matured on January 1, 2020, which has been amended to mature on January 1, 2022.

 

Contractual Maturities of Senior Secured, Junior Promissory, Notes Payable and Long Term Debt — As of June 30, 2020, excluding discounts and deferred finance costs, which are being amortized as interest expense, are as follow:

 

Year Ending December 31,   Amortizing     Non-
Amortizing
    Total  
2020 (Remaining)   $ 2,109     $ 23,406     $ 25,515  
2021     4,380       2,155,866       2,160,246  
2022     3,821       2,717,028       2,720,849  
2023     -       625,000       625,000  
2024 and thereafter     -       1,044,477       1,044,477  
Total   $ 10,310      $ 6,565,777     $ 6,576,087  

 

Note 7. Entsorga West Virginia, LLC WVEDA Solid Waste Disposal Revenue Bonds

 

During 2016, Entsorga West Virginia LLC (the “Borrower”) was issued $25,000,000 in Non-Recourse Solid Waste Revenue Bonds from the West Virginia Economic Development Authority (the “WVEDA Bonds”). The WVEDA Bonds were issued in two series with one for $7,535,000 bearing interest at 6.75% per annum with a maturity date of February 1, 2026 and the second for $17,465,000 bearing interest at 7.25% per annum with a maturity of February 1, 2036. Both series were issued at par. The 2026 series was payable with interest-only payments through February 1, 2019 then annual payments of principal and semi-annual payments of interest through maturity. The 2036 series is payable with interest-only payments through February 1, 2019 then annual payments of principal and semi-annual payments of interest through maturity. Repayment of principal is by way of sinking fund.

 

During 2018, the 2016 Indenture Trust and Loan Agreement were amended and restated effective November 1, 2018. These amendments provided for a third series of bonds amounting to $8,000,000 bearing interest at 8.75% per annum with a maturity date of February 1, 2036, with special event triggered pre-payment requirements. This series was issued at par. The 2036 series is payable with interest-only payments through February 1, 2020 then annual payments of principal and semi-annual payments of interest through maturity. Repayment is by way of sinking fund.

 

The outstanding balance of the WVEDA Bonds as of June 30, 2020 and December 31, 2019 is $33,000,000, which is presented net of unamortized debt issuance costs amounting to $2,207,759 as of June 30, 2020 and December 31, 2019, less associated amortization of $488,367 and $415,185 as of June 30, 2020 and December 31, 2019, respectively, which includes amortization prior to the Company’s control acquisition in 2018. Amortization is calculated on the effective interest method, which is included in interest expense in the accompanying consolidated statements of operations and comprehensive loss.

 

The loan agreement and indenture of trust place restrictions on the Borrower and its members regarding additional encumbrances on the property, disposition of the property, and limitations on equity distributions. The loan agreement also provides for financial covenants, which became effective on September 30, 2019. As of June 30, 2020 and December 31, 2019 the Company was not in compliance with all of the financial covenants and subsequently was in default on a principal repayment due in February 2020 and has entered into a forbearance agreement with the bond trustee that provides, they will not accelerate the repayment of the bonds due to the defaults through July 2, 2021.

 

The future sinking fund payments by the Borrower as of June 30, 2020 are as follow:

 

Year Ending December 31,  2016 Issue
2026 Series
   2016 Issue
2036 Series
   2018 Issue
2036 Series
   Total 
2020 (remaining)  $1,160,000   $-   $230,000   $1,390,000 
2021   1,215,000    -    255,000    1,470,000 
2022   900,000    -    275,000    1,175,000 
2023   965,000    -    300,000    1,265,000 
2024 and thereafter   3,295,000    17,465,000    6,940,000    27,700,000 
Total  $7,535,000   $17,465,000   $8,000,000   $33,000,000 

 

11

 

 

BioHiTech Global, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

 

Note 8. Equity and Equity Transactions

 

The Company has 50,000,000 shares of its $0.0001 par common stock and 10,000,000 shares of blank check preferred stock authorized by its shareholders. As of June 30, 2020 and December 31, 2019, 17,809,592 and 17,300,899 shares of common stock have been issued; and 3,209,210 and 3,179,120 shares, respectively, of preferred stock have been designated in five series of shares, which have a total of $1,397,560 in accumulated, but undeclared preferential dividends as of June 30, 2020, as follows:

 

    Designated     Par     Stated     Shares Outstanding  
Designation   Shares     Value     Value     June 30, 2020     December 31, 2019  
Series A Convertible Preferred Stock     333,401     $ 0.0001     $ 5.00       145,312       145,312  
Series B Convertible Preferred Stock     1,111,200       0.0001     $ 5.00       -       -  
Series C Convertible Preferred Stock     1,000,000       0.0001     $ 10.00       427,500       427,500  
Series D Convertible Preferred Stock     20,000       0.0001     $ 100.00       18,850       18,850  
Series E Convertible Preferred Stock     714,519       0.0001     $ 2.64       264,519       264,519  
Series F Convertible Preferred Stock     30,090       0.0001     $ 115.00       13,611       -  

 

Under the terms of the Company’s senior lender agreements, the Company is restricted from paying dividends in cash, but is allowed to pay dividends in common stock. The Company, since its merger in 2015, has not paid any cash or stock dividends on common stock.

 

The consolidated financial statements include less than 100% owned and controlled subsidiaries and include equity attributable to non-controlling interests that take the form of the underlying legal structures of the less than 100% owned subsidiaries. Entsorga West Virginia LLC through its limited liability agreement and the agreements related to its WVEDA Bonds have restrictions on distributions to and loans to owners while the WVEDA Bonds are outstanding.

 

Series F Convertible Preferred Stock — On March 9, 2020 the Company designated a new series of preferred stock and subsequently on March 18, 2020 had an initial closing of $1,500,000 on 13,045 shares of the new series of preferred stock and 178,597 five-year common stock warrants at $2.30 per share and are presented net of $50,836 in warrant valuations and $4,550 in issuance costs. On April 6, 2020 had an additional closing of $65,000 on 566 shares of the new series of preferred stock and 7,750 five-year common stock warrants at $2.30 per share and are presented net of $2,205 in warrant valuations. The newly designated series, the Series F Redeemable, Convertible Preferred Stock (the “Sr. F Preferred Stock”) is comprised of 30,090 shares with a par value of $0.0001 per share and a stated value per share of $115.00 that has a dividend rate of 9%. The Sr. F Preferred Stock is convertible by the holder at any time at a conversion rate of $2.10, subject to certain antidilution adjustments and is redeemable by the Company after 24 months at its stated value, plus any outstanding accrued or accumulated dividends for cash, or if the Company’s common stock is trading over $3.00 per share and has daily trading volume of over 50,000 shares, for the Company’s common stock at the conversion rate in effect at the time.

 

Warrants — In connection with the issuance of convertible debt, preferred and common stock and in connection with services provided, the Company has warrants to acquire 4,207,695 shares of the Company’s common stock outstanding as of June 30, 2020, as follows:

 

Expiring During the Year
Ending December 31,
  Warrant
Shares
    Exercise Price
per Share
    Weighted Average
Exercises Price
per Share
 
2021     1,701,827       $3.30 - $3.75      $ 3.30  
2022     1,253,149       $1.80 - $5.00      $ 2.89  
2023     740,749        $1.80     $ 1.80  
2024     269,293        $1.80     $ 1.80  
2025     242,677        $2.25 - $2.30     $ 2.29  

 

The following table summarizes the outstanding warrant activity for the six months ended June 30, 2020:

12

 

 

BioHiTech Global, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

 

Outstanding, January 1, 2020   4,674,261 
Issued as a result of Series F Convertible Preferred Stock offering   186,347 
Exercised   (630,053)
Expired   (22,860)
Outstanding, June 30, 2020   4,207,695 

 

On June 30, 2020, one holder of 630,053 warrants with an exercise price of $1.80 per share exercised in a cashless exercise all of their warrants in exchange for 372,304 shares of the Company’s common stock.

 

Note 9. Equity Incentive Plans

 

The Company has two shareholder approved equity incentive plans:

 

2015 Equity Incentive Plan — During 2015, the Company established the BioHiTech Global, Inc. 2015 Equity Incentive Plan, which is available to eligible employees, directors, consultants and advisors of the Company and its affiliates. The plan allows for the granting of incentive stock options, nonqualified stock options, reload options, stock appreciation rights, and restricted stock representing up to 750,000 shares. The Plan is administered by the Compensation Committee of the Board of Directors. On July 23, 2020 the shareholders of the Company approved a 500,000 increase in the plan’s shares, increasing the plan’s shares to 1,250,000.

 

2017 Executive Incentive Plan — During 2017, the shareholders approved the 2017 Executive Incentive Plan, which is available to eligible employees, directors, consultants and advisors of the Company and its affiliates. The plan allows for the granting of incentive stock options, nonqualified stock options, reload options, stock appreciation rights, and restricted stock representing up to 1,000,000 shares. The Plan is administered by the Compensation Committee of the Board of Directors. On July 23, 2020 the shareholders of the Company approved a 500,000 increase in the plan’s shares, increasing the plan’s shares to 1,500,000.

 

Effective January 30, 2020, the Company granted nonqualified options for 155,450 shares and 269,060 restricted stock units. The options granted had a fair value of $162,959 using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.44%, expected dividend yield of 0%, expected volatility of 49.24% and expected term in years of from 1.00 to 2.92 years. The restricted stock units had a value of $538,120 based on the market value on the date of the grants and a weighted average vesting period of 0.75 years.

  

Compensation expense related to stock options and restricted stock was:

 

   Three months ended June 30,   Six months ended June 30, 
   2020   2019   2020   2019 
Stock options  $41,318   $14,363   $89,778   $72,751 
Restricted stock   271,099    219,492    502,844    458,852 
Total  $312,417   $233,855   $592,622   $531,603 

  

Compensation expense related to stock options and restricted stock for are reflected in the following captions within operating expenses in the condensed consolidated statements of operations and comprehensive loss:

 

   Three months ended June 30,   Six months ended June 30, 
   2020   2019   2020   2019 
Rental, service and maintenance  $3,003   $3,317   $6,320   $9,072 
Selling, general and administrative   309,414    230,538    586,302    522,531 
Total  $312,417   $233,855   $592,622   $531,603 

 

The following summarizes the Company’s stock option activity for the six months ended June 30, 2020:

 

  

Number of

Options

  

Weighted

Average

Exercise

Price

  

Weighted Average

Remaining

Contractual Life

(in Years)

  

Aggregate

Intrinsic Value

 
Outstanding – January 1, 2020   363,826   $3.71    7.34    - 
Granted   155,450    2.00    -    - 
Exercised   -         -    - 
Forfeited, Canceled or Expired   (10,000)   3.68   -    - 
Outstanding – June 30, 2020   509,276    3.19    7.66    - 
Exercisable – June 30, 2020   327,611    3.61    6.82    - 

13

 

 

 

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

 

The following summarizes the Company’s restricted stock unit activity for the six months ended June 30, 2020:

 

Balance, January 1, 2020     291,730  
Grants     269,060  
Forfeited     -  
Vested     (122,561
Balance, June 30, 2020     438,229  

 

As of June 30, 2020, 533,449 restricted stock units have been vested but not yet drawn down by the grantees.

 

Interim Executive Plan — During the second quarter of 2020, the Company established a payroll cash deferment program in order to improve cash resources during the COVID-19 pandemic. Under the program, certain executives reduced their cash compensation and would be provided restricted common stock units under the shareholder approved plans as the shares were available or may be issued restricted common stock shares or cash. The shares under the individual agreements were based on a cash amount of deferral each month divided by the lower of the average or last trading day common share price. Under the program, as of June 30, 2020 80,690 shares have been calculated. As these shares have not been issued or granted through the shareholder approved plans and there are other features, the shares have been established as a liability that is revalued at each balance sheet date. As of June 30, 2020 the program liability, included in accrued liabilities, amounts to $202,532 and expense under the program for the three and six months ended June 30, 2020 amounted to $202,532.

 

Note 10. Revenue

 

The Company recognizes revenue as services are performed or products are delivered and generally recognize revenue for the gross amount of consideration received as we are generally the primary obligor (or principal) in our contracts with customers as we hold complete responsibility to the customer for contract fulfillment.  We record amounts collected from customers for sales tax on a net basis.

 

Disaggregation of Revenue — The disaggregation of revenue is as follows:

 

      Three months ended June 30,       Six months ended June 30,  
      2020       2019       2020       2019  
Revenue Type:                                
Rental of digesters   $ 312,279     $ 350,187     $ 698,533     $ 691,852  
Services     576,405       599,052       1,177,838       972,027  
Product sales     385,248       101,973       756,902       125,034  
Total   $ 1,273,932     $ 1,051,212     $ 2,633,273     $ 1,788,913  

 

Note 11. Risk Concentrations

 

The Company operates as a single segment on a worldwide basis through its subsidiaries, resellers and independent sales agents. Gross revenues and net non-current tangible assets on a domestic and international basis are as follows:

 

    United
States
    International     Total  
2020:                        
Revenue, for the six months ended June 30, 2020   $ 2,447,633     $ 185,640     $ 2,633,273  
Revenue, for the three months ended June 30, 2020    

1,221,723

      52,209       1,273,932  
Non-current tangible assets, as of June 30, 2020     37,838,232       299,691       38,137,923  
                         
2019:                        
Revenue, for the six months ended June 30, 2019   $ 1,546,278     $ 242,635     $ 1,788,913  
Revenue, for the three months ended June 30, 2019     904,632       146,580       1,051,212  
Non-current tangible assets, as of December 31, 2019     38,803,833       355,825       39,159,658  

  

14

 

 

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

  

Credit risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable.

 

The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institutions. At times, the Company’s cash may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) in the USA and the Financial Conduct Authority (“FCA”) in the UK insurance limits. Through June 30, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

 

Major customers — During the three months ended June 30, 2020, two customers represented at least 10% of revenues, accounting for 37.7% (Gold Medal Group, LLC, an affiliated entity, “GMG”) and 23.2% of revenues. During the three months ended June 30, 2019, one customer represented at least 10% of revenues, accounting for 50.6% (GMG) of revenues. During the six months ended June 30, 2020, two customers represented at least 10% of revenues, 36.8% (GMG) and 11.8% of revenues. During the six months ended June 30, 2019, one customer represented at least 10% of revenues, 28.6% (GMG) of revenues. 

 

As of June 30, 2020, two customers represented at least 10% of accounts receivable, accounting for 74.9% (GMG) and 11.1% of accounts receivable. As of December 31, 2019 one customer represented at least 10% of accounts receivable, accounting for 58.9% (GMG) of accounts receivable.

 

Vendor concentration — During the three months ended June 30, 2020, one vendor represented at least 10% of costs of revenue, accounting for 40.6% (GMG). During the three months ended June 30, 2019, one vendor represented at least 10% of costs of revenue, accounting for 24.5% (GMG).  During the six months ended June 30, 2020, one vendor represented at least 10% of costs of revenue, accounting for 32.4% (GMG). During the six months ended June 30, 2019, one vendor represented at least 10% of costs of revenue, accounting for 18.8% (GMG).

 

As of June 30, 2020, excluding construction payables and other professional fees, one vendor represented at least 10% of accounts payable accounting for 57.7% (GMG) of accounts payable. As of December 31, 2019, one vendor represented at least 10% of accounts payable accounting for 54.4% (GMG) of accounts payable.

 

Affiliate relationship — GMG owns a 40% interest in Refuel America, LLC, a consolidated subsidiary of the Company. GMG’s subsidiaries, which are not consolidated in the Company’s financial statements have several business relationships with the Company and its subsidiaries that result in revenues and expenses noted above. See Note 14. Related Party Transactions.

 

Note 12. Commitments and Contingencies

 

During the six months ended June 30, 2020 the Company was involved in the following legal matters.

 

On February 7, 2018, Lemartec Corporation (“Lemartec”) filed a complaint against the Company in the United States District Court for the Northern District of West Virginia arising out of the construction of the Company’s resource recovery facility in Martinsburg, West Virginia alleging breach of contract and unjust enrichment. The Company has filed its answer and counterclaims for damages against Lemartec and cross claims against Lemartec’s performance bond surety, Philadelphia Indemnity Insurance Company. The trial was scheduled to begin in August 2020. Prior to the start of the trial, on March 12, 2020 the Company entered into a settlement agreement that detailed the full and final mutual release. The settlement agreement provides that the Company pay Lemartec $775,000 in installments of $475,000 within 60 days of the execution of the settlement agreement and $25,000 each month thereafter for 12 months. The Company’s consolidated financial statements as of December 31, 2019 reflects this liability given the nature of the subsequent event.

   

It is management’s opinion that the resolution of this known claim will not materially affect the Company’s future financial position, results of operations, or cash flows.

 

From time to time, the Company may be involved in other legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations

 

15

 

  

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

  

Note 13. Leases

  

The Company rented its headquarters and attached warehousing space from a related party through May 31, 2020 (see Note 14), effective June 1, 2020 the property housing the Company’s headquarters and attached warehousing space was sold to an unrelated party, and has a land lease relating to the Martinsburg, WV HEBioT facility under operating leases. The HEBioT facility land lease has an initial term of 30 years, plus four 5-year extensions. For purposes of our determination of lease liabilities, extensions were not included. As the leases do not provide an implicit rate, the Company used incremental borrowing rates in determining the present value of lease payments. For the HEBioT facility land lease a rate of 11% was utilized and a rate of 10.25% has been used on the other leases. The current portion of the lease liabilities of $207,133 is included in accrued expenses and liabilities. Total lease costs under operating leases amounted to $55,356 and $61,881 for the three months, and $110,712 and $129,413 for the six months ended June 30, 2020 and 2019, respectively. Maturities of lease liabilities under these leases, which have a weighted average remaining term of 20.3 years, as of June 30, 2020 is:

 

Year Ending December 31,        
2020 (remaining)   $ 112,077  
2021     212,026  
2022     217,571  
2023     219,140  
2024 and thereafter     3,133,649  
Total lease payments     3,894,463  
Less imputed interest     (2,466,550 )  
Present value of lease liabilities   $ 1,427,913    

 

During the six months ended June 30, 2020, the Company recognized operating lease right of use assets in exchange for lease liabilities amounting to $412,647 and had operating cash flows of $43,020 and $46,044 for the three months, and $89,054 and $118,809 for the six months ended June 30, 2020 and 2019, respectively.

  

Note 14. Related Party Transactions

 

Related parties include Directors, Senior Management Officers, and shareholders, plus their immediate family, who own a 5% or greater ownership interest at the time of a transaction. Related parties also include GMG and its subsidiaries as a result of its 40% interest in Refuel America, LLC (“Refuel”), a consolidated entity of the Company.

 

During 2018 GMG acquired as regional waste management entity, Apple Valley Waste (“AVW”), with operations located in West Virginia, Maryland and Pennsylvania. As part of this acquisition, GMG also acquired AVW’s interests in EWV that were contributed to Refuel. Prior to GMG’s acquisition of AVW and the Company’s investments and control acquisition of EWV, in order for EWV to receive the proceeds from the Entsorga West Virginia, LLC WVEDA Non-Recourse Solid Waste Disposal Revenue Bonds, EWV and AWV had entered into several agreements relating to business services, solid waste delivery and disposal.

   

The table below presents the face amount of direct related party assets and liabilities and other transactions or conditions as of or during the periods indicated.

 

        June 30,
2020
    December 31,
2019
 
Assets:                    
Accounts receivable   (a) (b)   $ 2,102,095     $ 1,370,867  
Intangible assets, net, included in other assets   (c)     30,299       40,399  
Liabilities:                    
Accounts payable   (c) (d) (e) (f)     3,727,095       2,531,034  
Accrued interest payable         134,758       46,796  
Long term accrued interest   (g)     1,584,084       1,510,193  
Advance from related party   (h)     935,000       210,000  
Junior promissory note   (g)     960,367       949,434  
Other:                    
Line of credit guarantee   (i)     1,497,950       1,479,848  

 

16

 

 

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

  

The table below presents direct related party expenses or transactions for the three and six months ended June 30, 2020 and 2019. Compensation and related costs for employees of the Company are excluded from the table below.

 

        Three months ended June 30,     Six months ended June 30,  
        2020     2019     2020     2019  
Management advisory and other fees   (a)   $ 25,000     $ 250,000     $ 100,000     $ 500,000  
HEBioT revenue   (b)     448,079       275,142       855,770       275,142  
Operating expenses - HEBioT   (d)     475,583       144,025       774,386       144,025  
Operating expenses – Selling, general and administrative   (e)     16,358       11,041       41,514       22,033  
Operating expenses - Selling, general and administrative   (c) (f)     110,683       124,229       221,366       174,524  
Interest expense         99,073       59,767       197,021       118,087  
Debt guarantee fees   (i)     16,875       16,875       33,750       33,750  

 

Summary notes:

 

a - Management Advisory Fees   f - Business Services Fees  
b - HEBioT Disposal Revenues   g - Junior Promissory Note  
c - Distribution Agreement   h - Advances from Related Parties  
d - Disposal costs   i - Line of Credit  
e - Facility Lease        

 

Advances from Related Parties - The Company’s Chief Executive Officer (the “Officer”) on occasion  advances the Company funds for operating and capital purposes. The advances bear interest at 13% and are unsecured and due on demand. During the three and six months ended June 30, 2020 the Officer advanced $0 and $1,000,000, respectively to the Company. During the three and six months ended June 30, 2020 the repayments amounted to $275,000. There are no financial covenants related to this advance and there are no formal commitments to extend any further advances. In addition, during the three months ended March 31, 2020 another officer advanced $200,000 to the Company which was repaid during the three months ended June 30, 2020.

  

Note 15. Supplemental Consolidated Statement of Cash Flows Information 

 

Changes in non-cash operating assets and liabilities, as well as other supplemental cash flow disclosures, are as follows.

 

   Six Months Ended June 30, 
   2020   2019 
Changes in operating assets and liabilities:          
Accounts receivable  $(673,108)  $(557,238)
Inventory   45,932    (93,088)
Prepaid expenses and other assets   (33,247)   28,943 
Accounts payable   892,677    4,009,255 
Accrued interest payable   237,596    280,391 
Accrued expenses   149,877    (2,425,948)
Deferred revenue   13,682    6,583 
Customer deposits   (39,902)   12,139 
Net change in operating assets and liabilities  $593,507   $1,261,037 
           
Supplementary cash flow information:          
Cash paid during the periods for:          
Interest  $1,491,867   $1,235,366 
Income taxes   -    - 

 

17

 

 

BioHiTech Global, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

  

   2020   2019 
Supplementary Disclosure of Non-Cash Investing and Financing Activities:          
Transfer of inventory to leased equipment  $67,604   $95,398 
Common stock issued in settlement of accounts payable   -    205,500 
Accrual of Series A preferred stock dividends   35,109    36,744 
Payment of Series A preferred stock dividends in common stock   25,000    - 
Acquisition of right of use leased asset and creation of lease liability   412,647    - 
           
Reconciliation of Cash and Restricted Cash:          
Cash  $342,182   $1,654,672 
Restricted cash (current)   1,237,097    2,148,163 
Restricted cash (non-current)   2,646,381    2,546,037 
Total cash and restricted cash at the end of the period  $4,225,660   $6,348,872 

 

Note 16. Subsequent Events

 

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the financial statements were available for issuance are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

 

Underwritten Public Offering - On July 27, 2020, BioHiTech Global, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC (“Maxim”), as representative of certain underwriters (the “Underwriters”). Pursuant to the terms and conditions of the Underwriting Agreement, we agreed to issue and sell 4,550,000 shares of our common stock, par value $0.0001 per share (the “Underwritten Shares”), at a price to the public of $1.81 per share. Pursuant to the Underwriting Agreement, we also granted the underwriter an option to purchase up to an additional 682,500 shares of our common stock (together with the Underwritten Shares, the “Shares”) within 45 days after the date of the Underwriting Agreement to cover over-allotments, if any. The final prospectus for the offering was filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended, on July 29, 2020 as Amendment No. 1 to Prospectus Supplement.

 

The offering was consummated on July 29, 2020. The Underwriters received underwriting commissions of 9% for $741,195, plus reimbursement of counsel fees in the amount of $65,000. Maxim acted as the lead book-running manager for the offering and Spartan Capital Securities, LLC acted as co-book-runner for the offering. In addition, we agreed to issue warrants to purchase 318,500 shares of our Common Stock to the Underwriters (the “Underwriters’ Warrants”), as a portion of the underwriting compensation payable to the underwriters in connection with this offering. The Underwriters’ Warrants will be exercisable for a period commencing 180 days following the closing of the offering and ending on the fifth anniversary of the closing date at an exercise price equal to $1.991 per share, or 110% of the offering price of the common stock. The Company agreed to grant the Underwriters piggy-back registration rights for five (5) years in the event we file certain registration statements for the registration of other shares of Common Stock.

 

The net proceeds to the Company after underwriter's commission and agreed upon customary fees and expenses were $7,429,305, before deducting the Company's legal and accounting expenses related to the Offering. The Company intends to use the net proceeds to fund general corporate purposes and to fund ongoing operations.

 

On August 11, 2020 the underwriter provided notice that they would be exercising their over-allotment provision of the Underwriting Agreement to purchase an additional 682,500 shares of the Company’s common stock at $1.81 per share for a gross purchase price of $1,235,325. The net proceeds to the Company, after underwriter’s commission and before other costs amount $1,124,146. This transaction was consummated on August 13, 2020.

 

18

 

 

BioHiTech Global, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

 

Note 17. Condensed Consolidating Financial Information

 

The WVEDA Solid Waste Disposal Revenue Bond obligations of Entsorga West Virginia LLC are not guaranteed by its members, including the Company, however the membership interests of Entsorga West Virginia LLC are pledged, and the debt agreements provide restrictions prohibiting distributions to the members, including equity distributions or providing loans or advances to the members.

 

The following pages present the Company’s condensed consolidating balance sheet as of June 30, 2020 and December 31, 2019, the condensed consolidating statements of operations for the three and six months ended June 30, 2020 and 2019, and condensed consolidating cash flows for the six months ended June 30, 2020 and 2019 of Entsorga West Virginia LLC and the Parent consolidated with other Company subsidiaries not subject to the WVEDA Solid Waste Disposal Revenue Bond restrictions and the elimination entries necessary to present the Company’s financial statements on a consolidated basis. The following condensed consolidating financial information should be read in conjunction with the Company's consolidated financial statements.

  

Condensed Consolidating Balance Sheet as of June 30, 2020

 

   

Parent

and other

Subsidiaries

   

Entsorga

West

Virginia LLC

    Eliminations     Consolidated  
Assets                                
Cash   $ 342,182     $ -     $ -     $ 342,182  
Restricted cash     -       1,237,097       -       1,237,097  
Other current assets     1,300,760       2,179,946       (140,812 )     3,339,894  
Current assets     1,642,942       3,417,043       (140,812 )     4,919,173  
Restricted cash     -       2,646,381       -       2,646,381  
HEBioT facility and other fixed assets     1,561,360       36,568,063       -       38,129,423  
Operating lease right of use assets     412,647       891,495       -       1,304,142  
MBT facility development and license costs     6,291,425       1,732,500       -       8,023,925  
Investment in subsidiaries and intercompany accounts     13,827,026       -       (13,827,026 )     -  
Goodwill     -       58,000       -       58,000  
Other assets     38,799       -       -       38,799  
Total assets   $ 23,774,199     $ 45,313,482     $ (13,967,838 )   $ 55,119,843  
                                 
Liabilities and stockholders’ equity                                
Line of credit   $ 1,497,950     $ -     $ -     $ 1,497,950  
Current portion of Debts and Bonds     5,427,354       2,860,000       -       8,287,354  
Other current liabilities     2,726,691       9,973,657       (3,472,335 )     9,228,013  
Current liabilities     9,651,995       12,833,657       (3,472,335 )     19,013,317  
Notes payable and other debts     1,323,866       -       -       1,323,866  
Accrued interest     1,651,079       -       -       1,651,079  
Non-current lease liabilities     302,003       918,777       -       1,220,780  
WV EDA bonds     -       28,420,608       -       28,420,608  
Total liabilities     12,928,943       42,173,042       (3,472,335 )     51,629,650  
Redeemable preferred stock     726,553       -       -       726,553  
Stockholders’ equity:                                
Attributable to parent     (1,038,936 )     -       -       (1,038,936 )
Attributable to non-controlling interests     11,157,639       3,140,440       (10,495,503 )     3,802,576  
Stockholders’ equity     10,118,703       3,140,440       (10,495,503 )     2,763,640  
Total liabilities and stockholders’ equity   $ 23,774,199     $ 45,313,482     $ (13,967,838 )   $ 55,119,843  

 

19

 

 

BioHiTech Global, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

 

Condensed Consolidating Statement of Operations for the three months ended June 30, 2020

 

  

Parent

and other

Subsidiaries

  

Entsorga

West

Virginia LLC

   Eliminations   Consolidated 
Revenue  $381,033   $892,899   $         -   $1,273,932 
Operating expenses                    
HEBioT   -    1,020,277    -    1,020,277 
Rental, service and maintenance expense   151,695    -    -    151,695 
Equipment   -    -    -    - 
Selling, general and administrative   1,615,049    282,393    -    1,897,442 
Depreciation and amortization   124,612    445,152    -    569,764 
Total operating expenses   1,891,356    1,747,822    -    3,639,178 
Loss from operations   (1,510,323)   (854,923)   -    (2,365,246)
Other (income) expenses, net   378,737    641,227    -    1,019,964 
Net loss  $(1,889,060)  $(1,496,150)  $-   $(3,385,210)

 

Condensed Consolidating Statement of Operations for the six months ended June 30, 2020

 

  

Parent

and other

Subsidiaries

  

Entsorga

West

Virginia LLC

   Eliminations   Consolidated 
Revenue  $1,250,242   $1,383,031   $        -   $2,633,273 
Operating expenses                    
HEBioT   -    1,832,704    -    1,832,704 
Rental, service and maintenance expense   412,530    -    -    412,530 
Equipment   146,404    -    -    146,404 
Selling, general and administrative   3,283,828    532,037    -    3,815,865 
Depreciation and amortization   249,346    935,620    -    1,184,966 
Total operating expenses   4,092,108    3,300,361    -    7,392,469 
Loss from operations   (2,841,866)   (1,917,330)   -    (4,759,196)
Other (income) expenses, net   726,965    1,293,023    -    2,019,988 
Net loss  $(3,568,831)  $(3,210,353)  $-   $(6,779,184)

 

Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2020

 

  

Parent

and other

Subsidiaries

  

Entsorga

West

Virginia LLC

   Eliminations   Consolidated 
Cash flows used in operating activities:                    
Net loss  $(3,568,831)  $(3,210,353)  $       -   $(6,779,184)
Non-cash adjustments to reconcile net loss to net cash used in operations   1,259,695    1,013,371    -    2,273,066 
Changes in operating assets and liabilities   (1,845,609)   2,439,116    -    593,507 
Net cash used in operations   (4,154,745)   242,134    -    (3,912,611)
                     
Cash flow used in investing activities:                    
Purchases of construction in-progress, equipment, fixtures and vehicles   (2,649)   (48,082)   -    (50,731)
Other investing activities   (31,996)   -    -    (31,996)
Net cash used in investing activities   (34,645)   (48,082)   -    (82,727)
                     
Cash flows from financing activities:                    
Issuances of debt and equity   2,706,750    -    -    2,706,750 
Repayments of debt   (2,496)   -    -    (2,496)
Net cash provided by financing activities   2,704,254    -    -    2,704,254 
Effect of exchange rate on cash   (20,208)   -    -    (20,208)
Cash – beginning of period (restricted and unrestricted)   1,847,526    3,689,426    -    5,536,952 
Cash – end of period (restricted and unrestricted)  $342,182   $3,883,478   $-   $4,225,660 

20

 

 

BioHiTech Global, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

 

Condensed Consolidating Balance Sheet as of December 31, 2019

 

    Parent
and other
Subsidiaries
    Entsorga
West
Virginia LLC
    Eliminations     Consolidated  
Assets                                
Cash   $ 1,847,526     $ -     $ -     $ 1,847,526  
Restricted cash     -       1,133,581       -       1,133,581  
Other current assets     1,697,910       1,116,821       (64,669 )     2,750,062  
Current assets     3,545,436       2,250,402       (64,669 )     5,731,169  
Restricted cash     -       2,555,845       -       2,555,845  
HEBioT facility and other fixed assets     1,753,730       37,392,601       -       39,146,331  
Operating lease right of use assets     48,021       897,026       -       945,047  
MBT facility development and license costs     6,254,429       1,795,500       -       8,049,929  
Investment in subsidiaries     10,864,783       -       (10,864,783 )     -  
Goodwill     -       58,000       -       58,000  
Other assets     53,726       -       -       53,726  
Total assets   $ 22,520,125     $ 44,949,374     $ (10,929,452 )   $ 56,540,047  
                                 
Liabilities and stockholders’ equity                                
Line of credit   $ 1,479,848     $ -     $ -     $ 1,479,848  
Current portion of WV EDA Bonds     -       1,390,000       -       1,390,000  
Other current liabilities     2,387,916       6,475,985       (650,894 )     8,213,007  
Current liabilities     3,867,764       7,865,985       (650,894 )     11,082,855  
Notes payable and other debts     5,118,125       -       -       5,118,125  
Accrued interest     1,510,193       -       -       1,510,193  
Non-current lease liabilities     -       915,170       -       915,170  
WV EDA bonds     -       29,817,426       -       29,817,426  
Total liabilities     10,496,082       38,598,581       (650,894 )     48,443,769  
Redeemable preferred stock     726,553       -       -       726,553  
Stockholders’ equity:                                
Attributable to parent     2,024,143       -       -       2,024,143  
Attributable to non-controlling interests     9,273,347       6,350,793       (10,278,558 )     5,345,582  
Stockholders’ equity     11,297,490       6,350,793       (10,278,558 )     7,369,725  
Total liabilities and stockholders’ equity   $ 22,520,125     $ 44,949,374     $ (10,929,452 )   $ 56,540,047  

 

Condensed Consolidating Statement of Operations for the three months ended June 30, 2019

 

  

Parent

and other

Subsidiaries

  

Entsorga

West

Virginia LLC

   Eliminations   Consolidated 
Revenue  $774,171   $277,041   $-   $1,051,212 
Operating expenses                    
HEBioT   -    493,546    -    493,546 
Rental, service and maintenance expense   128,311    -    -    128,311 
Equipment sales   38,726    -    -    38,726 
Selling, general and administrative   1,420,649    285,675    -    1,706,324 
Depreciation and amortization   119,504    490,469    -    609,973 
Total operating expenses   1,707,190    1,269,690    -    2,976,880 
Loss from operations   (933,019)   (992,649)   -    (1,925,668)
Other expenses, net   142,699    732,943    86,362    962,004 
Net loss  $(1,075,718)  $(1,725,592)  $(86,362)  $(2,887,672)

 

21

 

  

BioHiTech Global, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2020 and 2019 and as of June 30, 2020 and December 31, 2019

 

Condensed Consolidating Statement of Operations for the six months ended June 30, 2019

 

   

Parent

and other

Subsidiaries

   

Entsorga

West

Virginia LLC

    Eliminations     Consolidated  
Revenue   $ 1,511,872     $ 277,041     $ -     $ 1,788,913  
Operating expenses                     -          
HEBioT     -       493,546       -       493,546  
Rental, service and maintenance expense     331,514       -       -       331,514  
Equipment sales     38,726       -       -       38,726  
Selling, general and administrative     3,477,896       554,790       -       4,032,686  
Depreciation and amortization     248,943       490,469       -       739,412  
Total operating expenses     4,097,079       1,538,805       -       5,635,884  
Loss from operations     (2,585,207 )     (1,261,764 )     -       (3,846,971 )
Other expenses     454,686       760,820       86,362       1,301,868  
Net loss   $ (3,039,893 )   $ (2,022,584 )   $ (86,362 )   $ (5,148,839 )

 

Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2019

  

  

Parent

and other

Subsidiaries

  

Entsorga

West

Virginia LLC

   Eliminations   Consolidated 
Cash flows used in operating activities:                    
Net loss  $(3,039,893)  $(2,022,584)  $(86,362)  $(5,148,839)
Adjustments to reconcile net loss to net cash used in operations   1,232,948    549,437    86,362    1,868,747 
Changes in operating assets and liabilities   17,817    1,243,220    -    1,261,037 
Net cash used in operations   (1,789,128)   (229,927)   -    (2,019,055)
                     
Cash flow used in investing activities:                    
Construction in process and acquisitions of property and equipment   -    (4,164,691)   -    (4,164,691)
Capital contribution to Entsorga West Virginia, LLC   (2,486,362)   -    2,486,362    - 
Other investing activities   39,830    -    -    39,830 
Net cash used in investing activities   (2,446,532)   (4,164,691)   2,486,362    (4,124,861)
                     
Cash flows from financing activities:                    
Issuances of debt and equity   3,397,500    2,486,362    (2,486,362)   3,397,500 
Repayments of debt   (4,549)   -    -    (4,549)
Deferred financing costs incurred   -    (43,941)   -    (43,941)
Net cash provided by financing activities   3,392,951    2,442,421    (2,486,362)   3,349,010 
Effect of exchange rate on cash   17,398    -    -    17,398 
Cash – beginning of period (restricted and unrestricted)   2,410,708    6,715,672    -    9,126,380 
Cash – end of period (restricted and unrestricted)  $1,585,397   $4,763,475   $-   $6,348,872 

 

22

 

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” in our Form 10-K, as filed with the United States Securities and Exchange Commission, or the SEC, on May 22, 2020.

 

Cautionary Note Regarding Forward-Looking Statements

 

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “intends”, “plans”, “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should,” “designed to,” “designed for,” or other variations or similar words or language. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

 

Although these forward-looking statements reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently known to us. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. As a result, our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth below under the caption “Risk Factors.” For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not unduly rely on these forward-looking statements, which speak only as of the date on which they were made. They give our expectations regarding the future but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

 

Impact of COVID-19

 

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and globally and more recently in the United States there has been an increase in cases reported. The Company is monitoring the near term and longer term impacts of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread, and its impact on operations, financial position, cash flows, inventory, supply chains, purchasing trends, customer payments, and the industry in general, in addition to the impact on its employees. Due to the development and fluidity of this situation, the magnitude and duration of the pandemic and its impact on the Company’s operations, liquidity and financial performance will depend on certain developments, including duration, spread and reemergence of the outbreak, its impact on our customers, supply chain partners and employees, and the range of governmental and community reactions to the pandemic, which are uncertain and cannot be fully predicted at this time.

 

Company Overview

 

The Company’s mission is to reduce the environmental impact of the waste management industry through the development and deployment of cost-effective technology solutions. The Company’s suite of technologies includes on-site biological processing equipment for food waste, patented processing facilities for the conversion of municipal solid waste into an E.P.A. recognized renewable fuel, and proprietary real-time data analytics tools to reduce food waste generation. These unique proprietary solutions may enable certain businesses and municipalities of all sizes to lower disposal costs while having a positive impact on the environment.  When used individually or in combination, the Company’s solutions can reduce the carbon footprint associated with waste transportation, repurpose non-recyclable plastics, and significantly reduce landfill usage.

 

23

 

 

Revolution Series™ Digesters

 

The Company currently markets an aerobic digestion technology solution for the disposal of food waste at the point of generation. Its line of Revolution Series Digesters has been described as self-contained, robotic digestive systems that are as easy to install as a standard dishwasher with no special electrical or plumbing requirements. Units range in size depending upon capacity, with the smallest unit approximately the size of a residential washing machine. The digesters utilize a biological process to convert food waste into a liquid that is safe to discharge down an ordinary drain. This process can result in a substantial reduction in costs for customers including restaurants, grocery stores, cruise lines and hotel/hospitality companies by eliminating the transportation and logistics costs associated with food waste disposal. The process also reduces the greenhouse gases associated with food-waste transportation and decomposition in landfills that have been linked to climate change. The Company offers its Revolution Series Digesters in several sizes targeting small to mid-sized food waste generators with both sale and rental options that are often more economical than traditional disposal methods. The Revolution Series Digesters are manufactured and assembled in the United States.

 

In an effort to expand the capabilities of its digesters, the Company developed a sophisticated IoT technology platform to provide its customers with transparency into their waste generation and operational practices. This patented process collects weight related data from the digesters to deliver real-time data that provides valuable information that when analyzed, can improve efficiency and validate corporate sustainability efforts. The Company provides its IoT platform through a SaaS (“Software as a Service”) model that is either bundled in its rental agreements or sold through a separate annual software license. Prior to the launch of its Revolution Series Digesters, the Company marketed earlier generations of its digesters under the Eco-Safe brand. These units were larger sized and typically marketed to mid- and large-sized food waste generators, including the Federal Government. The Company continues to add new capacity sizes to its line of Revolution Series Digesters to meet customer needs.

 

As a result of COVID-19 the implementation of the Company’s contract with Carnival Corporation had been delayed, although subsequent to June 2020 Carnival recommenced digester purchasing activity by issuing purchase orders totaling approximately $1 million that the Company expects commencing shipments on late in the third quarter of 2020, and the operations of some customers in the restaurant and hospitality industries have been temporarily interrupted due to governmental actions. For certain existing restaurant and hospitality customers, the Company has provided a deferral of recurring rental payments for a short time and have modified the rental agreements to extend the term by the period deferred. These actions have placed a strain on the Company’s cash flows resulting in the Company executing on cost controls and cash preservation practices that included reducing executive cash compensation, laying off non-essential employees, limiting expenses and disbursements, as well as extending vendor payments.

 

HEBioT Resource Recovery Technology

 

The Company expanded its technology business in 2016 through the acquisition of certain development rights to a patented Mechanical Biological Treatment (“MBT”) technology developed by a European engineering firm that relies upon High Efficiency Biological Treatment (“HEBioT”) to process waste at the municipal or enterprise level. The technology results in a substantial reduction in landfill usage by converting a significant portion of intake, including organic waste and non-recyclable plastics, into a United States EPA recognized alternative fuel that can be used as a partial replacement for coal. The Company is currently exploring additional uses for its solid recovered fuel (“SRF”) such as fuel for cogeneration and as a feedstock for bio-plastics.

 

The Company also, through a series of transactions in 2017 and 2018, acquired a controlling interest in the Nation’s first municipal waste processing facility utilizing the HEBioT technology located in Martinsburg, West Virginia (the “Martinsburg Facility”). The Martinsburg Facility, which commenced operations in 2019, is capable of processing up to 110,000 tons of mixed municipal waste annually. At full capacity, the Martinsburg Facility can achieve an annual savings of over 2.3 million cubic feet of landfill space and eliminate many of the greenhouse gases associated with landfilling that waste. The Company plans to build additional HEBioT facilities in the coming years and is currently in the permitting process to build a second facility in New York State.

 

24

 

 

Combined Offering

 

The Company’s suite of products and services positions it as a leading provider of cost-effective, technology-based alternatives to traditional waste disposal in the United States. The use of the Company’s technology solutions independently or in combination, can help its customers meet sustainability goals by achieving a significant reduction in greenhouse gases associated with waste transportation and landfilling. In addition, the repurposing of municipal waste into a cleaner burning, EPA recognized, renewable fuel can further reduce potentially harmful emissions associated with traditional means of disposal. The overall reduction in carbon and other greenhouse gases that are linked to climate change that could be achieved through the utilization of the Company’s technology can serve as a model for the future of waste disposal in the United States.  

 

New Product Offering

 

In addition to the Company’s products focused on reducing the environmental impact of the waste management industry through the development and deployment of cost-effective technology solutions, as a result of symmetry with our customers and prospects and a new demand for post COVID environmental technologies, on May 12, 2020, the Company entered into an agreement with Altapure, LLC (“Altapure”). Altapure is a technology developer and manufacturer of ultrasonic based disinfecting products, to distribute its patented line of environmentally-friendly, high-level disinfecting products, including its newest product, the AP-4™, an enhanced, automated and touchless high-level disinfection sub-micron aerosol system providing a safe process and rapid kill of spores, viruses, and vegetative bacteria, such as but not limited to: COVID-19, Acinetobacter baumannii, Pseudomonas aeruginosa, VRE, MRSA, Bacillus atrophaeus, Geobacillus stearothermophilus, Polio virus, C. auris and Clostridium difficile (C. difficile); and commenced live product demonstrations in June 2020.

    

Results of operations for the three months ended June 30, 2020

compared to the three months ended June 30, 2019

 

Overview

 

    Three Months Ended June 30,  
    2020     2019  
             
Revenue   $ 1,273,932     $ 1,051,212  
Operating expenses     3,639,178       2,976,880  
Loss from operations     (2,365,246 )     (1,925,668 )
Other expenses     1,019,964       962,004  
Net loss   $ (3,385,210 )   $ (2,887,672 )

 

Revenue increased $222,720 (21.2%) due to the HEBioT facility coming on-line in the second quarter of 2019 offset by decreases in rental, service and maintenance resulting from lower service and maintenance revenue, equipment sales and management advisory fees as the Company reduces the level of support provided under the agreement in order to maintain adequate focus on the Company’s core services.

 

Operating expenses increased by $662,298 (22.2%) to $3,639,178 for the second quarter of 2020 as compared to the second quarter of 2019 due primarily to a $526,731 (106.7%) increase in HEBioT processing costs related to the increase in activities at the facility. Professional fees also increased by $117,790 (43.2%) to $390,663 for the second quarter of 2020 as compared to the second quarter of 2019 primarily related to fund raising and strategic activities.

 

The loss from operations increased by $439,578 (22.8%) as a result of increased operating expenses increasing greater than the increase in revenues.

 

Other expenses increased by $57,960 (6.0%) primarily due to interest related to the advances from related parties.

 

Net loss increased by $497,538 (17.2%) due to the increase in operating loss and the increase in other expenses.

 

25

 

 

Revenue and Related Expenses

 

   Three Months Ended June 30, 
   2020   2019 
         
Revenue          
HEBioT (related entity)  $892,899   $277,041 
Rental, service and maintenance   356,033    448,937 
Equipment sales   -    75,234 
Management advisory and other fees (related entity)   25,000    250,000 
Total revenue   1,273,932    1,051,212 
Operating expenses          
HEBioT processing (related entity)   1,020,277    493,546 
Rental, service and maintenance   151,693    128,311 
Equipment sales   -    38,726 
Total related expenses   1,171,972    660,583 
Contribution   101,960    390,629 
Contribution margins          
HEBioT (related entity)   (14.3)%   (78.1)%
Rental, service and maintenance   57.4    71.4 
Equipment sales   n.a.    48.5 

 

HEBioT – The HEBioT facility commenced operations in the second quarter of 2019. During the all of 2019 the facility was ramping up in-take volumes of waste, however the primary customer for the facility’s solid recovered fuel (“SRF”) had not yet completed its construction of their fuel intake system that would allow for the delivery of SRF. Toward the end of the first quarter in 2020 the customer was finalizing safety and building inspections that would allow for acceptance of the SRF. During the second quarter of 2020, incoming waste disposal fees (commonly referred to as “TIP” fees) increased by $241,832 (87.8%) to $517,166 due to greater volume and SRF fees amounted to $375,734 as compared to none in the second quarter of 2019. While the HEBioT processing expenses increased by $526,731 (106.7%), the HEBioT contribution margin improved from the second quarter of 2019 from negative 78.1% to negative 14.3% in the second quarter of 2020 due to increasing volumes and the sale of SRF. 

  

Rental, service and maintenance  – Rental, service and maintenance revenue decreased by $92,904 (20.7%) to $356,033 in the second quarter of 2020, as compared to $448,937 in the second quarter of 2019. This decrease was primarily due to a $37,909 (10.8%) decrease in rental income as a result of the Company deferring certain customer rental payments that were impacted by COVID-19 and a $21,535 (33.0) decrease in parts, consumables and other digester related sales and services (also impacted by COVID-19) and a $33,460 (100.0%) decrease resulting from non-recurring consulting that occurred in 2019. Rental, service and maintenance expenses increased by $23,384 (18.2%) primarily due to increased third party servicer costs offset in part by decreases in freight and personnel costs.

 

Equipment sales – There were no equipment sales during the second quarter of 2020 primarily due to negative commercial conditions arising from the COVID-19 pandemic.

 

Management advisory and other fees – In order to maintain adequate focus on the Company’s core services as demand continues to grow for the Company’s products, it has reduced the level of support provided under the Management Advisory agreement. As a result, management advisory and other fees decreased by $225,000 (90.0%) to $25,000 in the second quarter of 2020, as compared to $250,000 in the second quarter of 2020. Effective April 1, 2020, the annual fee was reduced to $100,000 per year. As the services are provided by the executive management of the Company, no incremental expenses are incurred or allocated as expenses of the services.

  

26

 

 

Selling, General and Administrative Expenses

 

   Three Months Ended June 30, 
   2020   2019 
         
Staffing  $1,055,123   $1,022,795 
Professional fees   390,663    272,873 
Other costs   404,079    405,289 
Other expenses   47,577    5,367 
Total selling, general and administrative expenses  $1,897,442   $1,706,324 

 

Staffing – Staffing expense increased by $32,328 (3.2%) to $1,055,123 in the second quarter of 2020, as compared to $1,022,795 in the second quarter of 2019. This increase was the result of a decrease in general staffing offset by an increase of $193,908 in stock based compensation from the second quarter of 2019 to $424,446 in the second quarter of 2020 related to new 2020 awards and a compensation deferment plan initiated in the second quarter that provided for stock compensation in place of cash compensation.

 

Professional fees – Professional fees increased by $117,790 (43.2%) to $390,663 in the second quarter of 2020, as compared to $272,873 in the second quarter of 2019. This increase was primarily the result of an increase in investment banking expenses of $105,890 (230.2%) to $151,890 in the second quarter of 2020, as compared to $46,000 in the second quarter of 2019, an increase in accounting expenses of $14,550 (14.9%) to $112,034 in the second quarter of 2020, as compared to $97,484 in the second quarter of 2019, decrease in legal expenses of $54,189 (32.4%) to $112,821 in the second quarter of 2020, as compared to $167,010 in the second quarter of 2019. The increase in investment baking was primarily the result of capital and debt fund raising as well as consulting on several strategic initiatives. Overall professional fees increased as a result of the second quarter of 2019 including a $44,500 offset from the favorable outcome of litigation relating to a prior strategic consultant.

  

Depreciation and Amortization

 

Depreciation and amortization decreased by $40,209 (6.6%) to $569,764 in the second quarter of 2020, as compared to $609,973 in the second quarter of 2019. This decrease was primarily the result of finalizing the allocation of costs of the HEBioT facility between the plant and equipment, which resulted in a reduction in depreciation expense.

 

Other Expenses

 

Other expenses during the second quarter of 2020 and 2019 were comprised of interest income and expense. Other expense increased by $57,960 (6.0%) to $1,019,964 in the second quarter of 2020, as compared to $962,004 in the second quarter of 2019. This increase was primarily the result of an increase in the Company’s borrowings between the periods.

 

Results of operations for the six months ended June 30, 2020

compared to the six months ended June 30, 2019

 

Overview

 

   Six Months Ended June 30, 
   2020   2019 
         
Revenue  $2,633,273   $1,788,913 
Operating expenses   7,392,469    5,635,884 
Loss from operations   (4,759,196)   (3,846,971)
Other expenses   2,019,988    1,301,868 
Net loss  $(6,779,184)  $(5,148,839)

 

27

 

 

Revenue increased $844,360 (47.2%) due to a $1,105,990 increase in HEBioT revenues and an increase of $247,882 (329.5%) in digester equipment sales, which is the result of a strategic focus on sales as compared to rentals. These increases were offset by decreases in rental, service and maintenance resulting from lower service and maintenance revenue and management advisory fees as the Company reduces the level of support provided under the agreement in order to maintain adequate focus on the Company’s core services.

 

Operating expenses increased by $1,756,585 (31.2%) due to HEBioT related costs, including depreciation, as well as increased costs associated with digester equipment sales resulting from the increase in sales and increased costs relating to digester rental, service and maintenance. The increases were offset in part by a decrease in selling, general and administrative expenses primarily due to a decrease in staffing costs and a first quarter non-recurring 2019 write-off of a HEBioT site that was discontinued in favor of a larger more suitable site.

 

The loss from operations increased by $912,225 (23.7%) as a result of increased operating expenses increasing greater than the increase in revenues.

 

Other expenses increased by $718,120 (55.2%) primarily due to interest related to the non-recourse municipal bond financing the HEBioT facility which was under construction in the first quarter of 2019 and increased borrowing in the second quarter of 2020.

 

Net loss increased by $1,630,345 (31.7%) due to the increase in operating loss and the increase in other expenses.

 

Revenue and Related Expenses

 

   Six Months Ended June 30, 
   2020   2019 
         
Revenue          
HEBioT (related entity)  $1,383,031   $277,041 
Rental, service and maintenance   827,126    936,638 
Equipment sales   323,116    75,234 
Management advisory and other fees (related entity)   100,000    500,000 
Total revenue   2,633,273    1,788,913 
Operating expenses          
HEBioT processing (related entity)   1,832,704    493,546 
Rental, service and maintenance   412,530    331,514 
Equipment sales   146,404    38,726 
Total related expenses   2,391,638    863,786 
Contribution   241,635    925,127 
Contribution margins          
HEBioT (related entity)   (32.5)%   (78.1)%
Rental, service and maintenance   50.1    64.6 
Equipment sales   54.7    48.5 

 

HEBioT – The HEBioT facility commenced operations in the second quarter of 2019. During the six months ended June 30, 2020, incoming waste disposal fees TIP fees increased by $698,501 (252.1%) to $975,542 from $277,041 during the six months ended June 30, 2019. SRF fees amounted to $406,390 for the six months ended June 30, 2020 as compared to none during the six months ended June 30, 2019. While the HEBioT processing expenses increased by $1,339,158 (271.3%) due to increased volumes, the HEBioT contribution margin improved from the six months ended June 30, 2019 negative 78.1% to negative 32.5% in six months ended June 30, 2020. 

  

Rental, service and maintenance  – Rental, service and maintenance revenue decreased by only $109,512 (11.7%) to $827,126 during the six months ended June 30, 2020, as compared $936,638 during the six months ended June 30, 2019. Rental contract revenue decreased by only $6,681 (1.0%) to $698,532 during the six months ended June 30, 2020, as compared $691,851 during the six months ended June 30, 2019. Service and maintenance revenue decreased by $68,907 (49.2%) to $71,118 during the six months ended June 30, 2020, as compared $140,024 during the six months ended June 30, 2019. These decreases are primarily driven by COVID-19 restrictions on many of our customers during the second quarter of 2020. Also contributing to the decrease is a $33,460 (100.0%) decrease resulting from non-recurring consulting that occurred in 2019. Rental, service and maintenance expenses increased by $81,016 (24.4%) primarily due to increased third party servicer costs and first quarter 2020 increased personnel costs in anticipation of staffing up for the Carnival Cruise contract that were reversed in the second quarter of 2020, offset in part by decreases in freight and parts expenses.

 

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Equipment sales – During the six months ended June 30, 2020 equipment sales revenue increased by $247,882 (329.5%) to $323,116 as compared to $75,234 during the six months ended June 30, 2019. Sales expense, like wise increased by $107,678 (278.1%) as compared to 38,726 during the six months ended June 30, 2019. The contribution margin of 54.7% is in-line with historical rates. The Company began a shift in its deployment model to be more heavily weighted to sales versus rentals in the first quarter of 2020 and believes this trend will continue.

 

Management advisory and other fees – In order to maintain adequate focus on the Company’s core services as demand continues to grow for the Company’s products, it has reduced the level of support provided under the Management Advisory agreement. As a result, management advisory and other fees decreased by $400,000 (80.0%) to $100,000 in the six months ended June 30, 2020, as compared to $500,000 in the six months ended June 30, 2019. Effective April 1, 2020, the fee was further reduced to $100,000 per year. As the services are provided by the executive management of the Company, no incremental expenses are incurred or allocated as expenses of the services.

  

Selling, General and Administrative Expenses

 

   Six Months Ended June 30, 
   2020   2019 
         
Staffing  $2,133,658   $2,262,758 
Professional fees   659,058    652,829 
Other expenses   798,909    667,105 
Other costs   224,240    449,994 
Total selling, general and administrative expenses  $3,815,865   $4,032,686 

 

Staffing – Staffing expense decreased by $129,100 (5.7%) to $2,133,658 during the six months ended June 30, 2020, as compared to $2,262,758 during the six months ended June 30, 2019, primarily due to a reduction in cash compensation of $334,349 through layoffs and stock based deferments to $1,086,820 during the six months ended June 30, 2020, as compared to $1,421,169 during the six months ended June 30, 2019 offset in part by an increase in stock based compensation of $176,050 (33.1%) to $707,653 during the six months ended June 30, 2020, as compared to $531,603 during the six months ended June 30, 2019.

 

Professional fees – Professional fees increased by $6,229 (1.0%) to $659,058 during the six months ended June 30, 2020, as compared to $652,829 during the six months ended June 30, 2019. This increase was primarily the result of an increase in investment banking expenses of $84,615 (84.6%) to $184,690 during the six months ended June 30, 2020, as compared to $100,075 during the six months ended June 30, 2019, an increase in marketing and public relations (occurring primarily before the onset of COVID-19) of $64,549 (713.6%), as compared to $9,046 during the six months ended June 30, 2019, offset by decreases of legal expenses of $138,025 (43.1%) during the six months ended June 30, 2020, as compared to $320,452 during the six months ended June 30, 2019, and a decrease of accounting expenses of $49,410 (18.5%) to $218,346 during the six months ended June 30, 2020, as compared to $267,756 during the six months ended June 30, 2019. Overall professional fees increased as a result of the second quarter of 2019 including a $44,500 offset from the favorable outcome of litigation relating to a prior strategic consultant.

 

Other expenses – Other expenses, which include marketing and other fees and services increased by $131,804 (19.8%) to $798,909 during the six months ended June 30, 2020, as compared to $667,105 during the six months ended June 30, 2019. This increase was primarily due to an increase of $73,961 (60.2%) increase in HEBioT facility related fees and services and a non-cash fee of $60,000 paid to the Company’s senior lender.

 

Other costs – Other costs decreased by $225,754 (50.2%) to $224,240 during the six months ended June 30, 2020, as compared to $449,994 during the six months ended June 30, 2019. This decrease was the result of a non-recurring loss on the write-off of a HEBioT facility site amounting to $346,654 in the first quarter of 2019 that was discontinued in favor of a larger more suitable site, offset primarily by increases of $73,288 (184.0%) in foreign currency fluctuations in the UK that are not hedged to $113,122 during the six months ended June 30, 2020, as compared to $39,834 during the six months ended June 30, 2019 and an increase of $31,116 (103.7%) in bad debt expense to $61,116 during the six months ended June 30, 2020, as compared to $30,000 during the six months ended June 30, 2019 relating to increased credit risks resulting from COVID-19.

 

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Depreciation and Amortization

 

Depreciation and amortization increased by $445,554 (60.3%) to $1,184,966 during the six months ended June 30, 2020, as compared to $739,412 in the six months ended June 30, 2019. This increase was primarily the result of the HEBioT facility becoming operational in the second quarter of 2019, as no depreciation and amortization was expensed while the facility was under construction. For the first quarter of 2020, depreciation and amortization related to the HEBioT facility was $490,469.

 

Other Expenses

 

Other expenses during the six months ended June 30, 2020 and 2019 were comprised of interest income and expense. Other expense increased by $718,120 (55.2%) to $2,019,988 in the six months ended June 30, 2020, as compared to $1,301,868 the six months ended June 30, 2019. This increase was primarily the result of the HEBioT facility becoming operational with interest being expensed, rather than capitalized into the facility, which was the case during the first quarter of 2019. HEBioT related interest increased by $532,203 to $1,293,023 in the six months ended June 30, 2020, as compared to $760,820 in the six months ended June 30, 2019.

 

Liquidity and Capital Resources

 

For the six months June 30, 2020, the Company had a consolidated net loss of $6,779,184, incurred a consolidated loss from operations of $4,759,196 and used net cash in consolidated operating activities of $3,912,611. At June 30, 2020, consolidated total stockholders’ equity amounted to $2,763,640, consolidated stockholders’ deficit attributable to parent amounted to $1,038,936 and the Company had a consolidated working capital deficit of $14,094,144. While the Company had not met certain of its senior secured note’s financial covenants as of June 30, 2020 (Note 6), the Company has favorably renegotiated those covenants and has received a waiver for such non-compliance through June 30, 2020. Despite its current compliance under the waiver, until such time as the Company regains compliance or receives a waiver of such covenants for a year beyond the balance sheet date, under current GAAP accounting rules the senior secured notes amounting to $4,324,243 have been classified as current debt. The Company does not yet have a history of financial profitability. In March and April of 2020 the Company raised $1,560,450 through a private convertible preferred stock offering and on May 13, 2020 one of the Company’s subsidiaries was funded $421,300 through the Paycheck Protection Program. On July 27, 2020 the Company used its Shelf Registration on Form S-3 to raise gross proceeds of $8,235,500 through an underwritten public offering of 4,550,000 common shares. On August 11, 2020 the underwriter provided notice that they would be exercising their over-allotment provision of the Underwriting Agreement to purchase an additional 682,500 shares of the Company’s common stock at $1.81 per share for a gross purchase price of $1,235,325. The net proceeds to the Company, after underwriter’s commission and before other costs amount $1,124,146. This transaction was consummated on August 13, 2020. There is no assurance that the Company will continue to raise sufficient capital or debt to sustain operations or to pursue other strategic initiatives or that such financing will be on terms that are favorable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

Impact of COVID-19 on Liquidity and Capital Resources

 

As a result of COVID-19 the implementation of the Company’s contract with Carnival Corporation has been delayed and the operations of some customers in the restaurant and hospitality industries have been temporarily interrupted due to governmental actions. For certain existing restaurant and hospitality customers, the Company has provided a deferral of recurring rental payments for a short time and have modified the rental agreements to extend the term by the period deferred. These actions have placed a strain on the Company’s cash flows resulting in the Company executing on cost controls and cash preservation practices that have included reducing executive cash compensation, laying off non-essential employees, limiting expenses and disbursements, as well as extending vendor payments.

 

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Cash

 

As of June 30, 2020 and December 31, 2019, the Company had unrestricted cash balances of $342,182 and $1,847,526, and restricted cash balances of $3,883,478 and 3,689,426, respectively.

    

Borrowings and Debt

 

Contractual Maturities of Senior Secured, Junior Promissory, Notes Payable and Long Term Debt — As of June 30, 2020, excluding discounts and deferred finance costs, which are being amortized as interest expense, are as follow:

 

Year Ending December 31,  Amortizing   Non-
Amortizing
   Total 
2020 (Remaining)  $2,109   $23,406   $25,515 
2021   4,380    2,155,866    2,160,246 
2022   3,821    2,717,028    2,720,849 
2023   -    625,000    625,000 
2024 and thereafter   -    1,044,477    1,044,477 
Total  $10,310   $6,565,777   $6,576,087 

 

Entsorga West Virginia, LLC WVEDA Solid Waste Disposal Revenue Bonds — As of June 30, 2020 the future sinking fund payments are as follow:

 

Year Ending December 31,  2016 Issue
2026 Series
   2016 Issue
2036 Series
   2018 Issue
2036 Series
   Total 
2020 (remaining)  $1,160,000   $-   $230,000   $1,390,000 
2021   1,215,000    -    255,000    1,470,000 
2022   900,000    -    275,000    1,175,000 
2023   965,000    -    300,000    1,265,000 
2024 and thereafter   3,295,000    17,465,000    6,940,000    27,700,000 
Total  $7,535,000   $17,465,000   $8,000,000   $33,000,000 

  

Cash Flows

 

Cash Flows from Operating Activities

 

We used $3,912,611 of cash in operating activities during the six months ended June 30, 2020 as compared to a use of $2,019,055 during the six months ended June 30, 2019. Our net loss during the six months ended June 30, 2020 of $6,779,184 was reduced by non-cash expenses of $2,273,066.

 

Cash Flows from Investing Activities

 

Net cash used in investing activities for the six months ended June 30, 2020 amounted to $82,727, as compared to $4,124,861 in net cash used in investing activities for the six months ended June 30, which was primarily related to the construction of the HEBiot facility.

 

Cash Flows from Financing Activities

 

Cash provided by financing activities for the six months ended June 30, 2020 amounted to $2,704,254 and is primarily the result proceeds of $1,560,450 from a preferred stock issuance, $421,300 in proceeds under the Payroll Protection Act and net advances amounting to $725,000 from related parties. During the comparable 2019 period, the Company received proceeds of $1,787,500 from a preferred stock issuance and $210,000 in advances from a related party.

 

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Subsequent Common Stock Offering

 

On July 27, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC (“Maxim”), as representative of certain underwriters (the “Underwriters”). Pursuant to the terms and conditions of the Underwriting Agreement, we agreed to issue and sell 4,550,000 shares of our common stock, par value $0.0001 per share (the “Underwritten Shares”), at a price to the public of $1.81 per share. Pursuant to the Underwriting Agreement, we also granted the underwriter an option to purchase up to an additional 682,500 shares of our common stock (together with the Underwritten Shares, the “Shares”) within 45 days after the date of the Underwriting Agreement to cover over-allotments, if any. The final prospectus for the offering was filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended, on July 29, 2020 as Amendment No. 1 to Prospectus Supplement.

 

The offering was consummated on July 29, 2020. The Underwriters received underwriting commissions of 9% for $741,195, plus reimbursement of counsel fees in the amount of $65,000. Maxim acted as the lead book-running manager for the offering and Spartan Capital Securities, LLC acted as co-book-runner for the offering. In addition, we agreed to issue warrants to purchase 318,500 shares of our Common Stock to the Underwriters (the “Underwriters’ Warrants”), as a portion of the underwriting compensation payable to the underwriters in connection with this offering. The Underwriters’ Warrants will be exercisable for a period commencing 180 days following the closing of the offering and ending on the fifth anniversary of the closing date at an exercise price equal to $1.991 per share, or 110% of the offering price of the common stock. The Company agreed to grant the Underwriters piggy-back registration rights for five (5) years in the event we file certain registration statements for the registration of other shares of Common Stock.

 

The net proceeds to the Company after underwriter's commission and agreed upon customary fees and expenses were $7,429,305, before deducting the Company's legal and accounting expenses related to the Offering. The Company intends to use the net proceeds to fund general corporate purposes and to fund ongoing operations.

 

On August 11, 2020 the underwriter provided notice that they would be exercising their over-allotment provision of the Underwriting Agreement to purchase an additional 682,500 shares of the Company’s common stock at $1.81 per share for a gross purchase price of $1,235,325. The net proceeds to the Company, after underwriter’s commission and before other costs amount $1,124,146. This transaction was consummated on August 13, 2020.

  

Off Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements during the three months ended June 30, 2020.

  

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

  

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management carried out an evaluation, with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

 

Based upon their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that a material weakness existed and that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

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Because of our limited operations we have a small number of employees which prohibits a segregation of duties. As we grow and expand our operations, we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.

 

Changes in Internal Controls Over Financial Reporting

 

There have not been any significant changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

   

PART II - OTHER INFORMATION

  

Item 1. Legal Proceedings.

 

On February 7, 2018, Lemartec Corporation (“Lemartec”) filed a complaint against the Company in the United States District Court for the Northern District of West Virginia arising out of the construction of the Company’s resource recovery facility in Martinsburg, West Virginia alleging breach of contract and unjust enrichment. The Company has filed its answer and counterclaims for damages against Lemartec and cross claims against Lemartec’s performance bond surety, Philadelphia Indemnity Insurance Company. The trial was scheduled to begin in August 2020. Subsequent to year end and prior to the start of the trial, on March 12, 2020 the Company entered into a settlement agreement that detailed the full and final mutual release. The settlement agreement provides that the Company pay Lemartec $775,000 in installments of $475,000 within 60 days of the execution of the settlement agreement and $25,000 each month thereafter for 12 months.

 

It is management’s opinion that the resolution of this claim will not materially affect the Company’s future financial position, results of operations, or cash flows.

  

From time to time, we are a party to, or otherwise involved in, legal proceedings arising in the normal and ordinary course of business. As of the date of this report, we are not aware of any other proceeding, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position.

  

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

  

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

On June 30, 2020, a holder of warrants exercisable into 630,053 shares of the Company’s common stock at an exercise price of $1.80 per share elected, in a cashless exercise as provided by the warrant agreements, to receive 372,304 shares of the Company’s common stock.

 

All of the securities referred to, above, were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. All of the foregoing securities as well the Common Stock issuable upon conversion or exercise of such securities, have not been registered under the Securities Act or any other applicable securities laws and are deemed restricted securities, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.

 

33

 

   

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

  

Item 5. Other Information.

 

Exercise of Over-Allotment Purchase Option of Underwritten Public Offering

 

As previously disclosed, on July 27, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC (“Maxim”), as representative of certain underwriters (the “Underwriters”). Pursuant to the terms and conditions of the Underwriting Agreement, we agreed to issue and sell 4,550,000 shares of our common stock, par value $0.0001 per share (the “Underwritten Shares”), at a price to the public of $1.81 per share. Pursuant to the Underwriting Agreement, we also granted the underwriter an option to purchase up to an additional 682,500 shares of our common stock (together with the Underwritten Shares, the “Shares”) within 45 days after the date of the Underwriting Agreement to cover over-allotments, if any. The final prospectus for the offering was filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended, on July 29, 2020 as Amendment No. 1 to Prospectus Supplement. The offering was consummated on July 29, 2020.

 

On August 11, 2020 the Underwriters provided notice that they would be exercising the over-allotment provision of the Underwriting Agreement to purchase an additional 682,500 shares of the Company’s common stock at $1.81 per share for a gross purchase price of $1,235,325. The net proceeds to the Company, after underwriter’s commission and before other costs amount to $1,124,146. This transaction was consummated on August 13, 2020. The Company intends to use the net proceeds to fund general corporate purposes and to fund ongoing operations.

  

Item 6. Exhibits.

 

See the exhibits listed in the accompanying “Index to Exhibits.”

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    BioHiTech Global, Inc.
     
August 14, 2020 By: /s/ Frank E. Celli
  Name:  Frank E. Celli
  Title: Chief Executive Officer
    (Principal Executive Officer)
     
  By: /s/ Brian C. Essman
  Name: Brian C. Essman
  Title: Chief Financial Officer and Treasurer
    (Principal Financial and Accounting Officer)

  

  

 

35

 

 

INDEX TO EXHIBITS

 

Exhibit       Incorporated by Reference   Filed or
Furnished
No.   Exhibit Description   Form   Date   Number   Herewith
31.1   Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended               Filed
31.2   Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended               Filed
32.1   Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.               Furnished*
32.2   Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.               Furnished*
101.INS   XBRL Instance Document               Filed
101.SCH   XBRL Taxonomy Extension Schema Document               Filed
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document               Filed
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document               Filed
101.LAB   XBRL Taxonomy Extension Label Linkbase Document               Filed
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document               Filed

 

* This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-X.

 

Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to our Corporate Secretary at 80 Red Schoolhouse Road, Chestnut Ridge, New York 10977.

   

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Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

 

I, Frank E. Celli, certify that:

 

1.          I have reviewed this quarterly report on Form 10-Q of BioHiTech Global, Inc.;

 

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.          The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.          The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

August 14, 2020 By: /s/ Frank E. Celli
  Name:  Frank E. Celli
  Title: Chief Executive Officer
    (Principal Executive Officer)

 

 

 

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 

I, Brian C. Essman, certify that:

 

1.          I have reviewed this quarterly report on Form 10-Q of BioHiTech Global, Inc.;

 

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.          The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.          The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

August 14, 2020 By: /s/ Brian C. Essman
  Name:  Brian C. Essman
  Title: Chief Financial Officer and Treasurer
    (Principal Financial and Accounting Officer)

 

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of BioHiTech Global, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof, I, Frank E. Celli, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1.       The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

 

2.       The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

August 14, 2020 By: /s/ Frank E. Celli
  Name:  Frank E. Celli
  Title: Chief Executive Officer
    (Principal Executive Officer)

 

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being “filed” as part of the Form 10-Q or as a separate disclosure document for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32.1 is expressly and specifically incorporated by reference in any such filing.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 

 

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of BioHiTech Global, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof, I, Brian C. Essman, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1.          The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

 

2.          The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

August 14, 2020 By: /s/ Brian C. Essman
  Name:  Brian C. Essman
  Title: Chief Financial Officer and Treasurer
    (Principal Financial and Accounting Officer)

 

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being “filed” as part of the Form 10-Q or as a separate disclosure document for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32.2 is expressly and specifically incorporated by reference in any such filing.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

v3.20.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2020
Aug. 10, 2020
Document and Entity Information    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q2  
Entity Registrant Name BIOHITECH GLOBAL, INC.  
Entity Central Index Key 0001590383  
Entity Common Stock, Shares Outstanding   22,577,091
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Shell Company false  
Trading Symbol BHTG  
Entity Emerging Growth Company false  
Entity Small Business true  
v3.20.2
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Revenue        
Total revenue $ 1,273,932 $ 1,051,212 $ 2,633,273 $ 1,788,913
Operating expenses        
Cost of revenue 16,358 11,041 41,514 22,033
Selling, general and administrative 1,897,442 1,706,324 3,815,865 4,032,686
Depreciation and amortization 569,764 609,973 1,184,966 739,412
Total operating expenses 3,639,178 2,976,880 7,392,469 5,635,884
Loss from operations (2,365,246) (1,925,668) (4,759,196) (3,846,971)
Other expenses        
Interest (income) (5,355) 0 (17,622) 0
Interest expense 1,025,319 962,004 2,037,610 1,301,868
Total other expenses 1,019,964 962,004 2,019,988 1,301,868
Net loss (3,385,210) (2,887,672) (6,779,184) (5,148,839)
Net loss attributable to non-controlling interests (720,329) (819,031) (1,543,006) (1,130,732)
Net loss attributable to Parent (2,664,881) (2,068,641) (5,236,178) (4,018,107)
Other comprehensive income (loss)        
Foreign currency translation adjustment (1,437) 3,944 (30,136) 5,197
Comprehensive loss (2,666,318) (2,064,697) (5,266,314) (4,012,910)
Net loss attributable to Parent (2,664,881) (2,068,641) (5,236,178) (4,018,107)
Less - preferred stock dividends (204,941) (164,308) (382,313) (292,227)
Net loss - common shareholders $ (2,869,822) $ (2,232,949) $ (5,618,491) $ (4,310,334)
Net loss per common share - basic and diluted $ (0.16) $ (0.15) $ (0.32) $ (0.29)
Weighted average number of common shares outstanding - basic and diluted 17,437,068 14,927,846 17,406,788 14,872,597
HEBioT (related entity)        
Revenue        
Revenue $ 892,899 $ 277,041 $ 1,383,031 $ 277,041
Operating expenses        
Cost of revenue 1,020,277 493,546 1,832,704 493,546
Rental, service and maintenance        
Revenue        
Revenue 356,033 448,937 827,126 936,638
Operating expenses        
Cost of revenue 151,695 128,311 412,530 331,514
Equipment sales        
Revenue        
Revenue   75,234 323,116 75,234
Operating expenses        
Cost of revenue   38,726 146,404 38,726
Management advisory and other fees (related party)        
Revenue        
Revenue $ 25,000 $ 250,000 $ 100,000 $ 500,000
v3.20.2
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Current Assets    
Cash $ 342,182 $ 1,847,526
Restricted cash 1,237,097 1,133,581
Accounts receivable, net of allowance for doubtful accounts of $128,321 and $170,038 as of June 30, 2020 and December 31, 2019, respectively (related entity $2,097,870 and $1,370,867 as of June 30, 2020 and December 31, 2019, respectively) 2,807,521 2,155,921
Inventory 352,467 467,784
Prepaid expenses and other current assets 179,906 126,357
Total Current Assets 4,919,173 5,731,169
Restricted cash 2,646,381 2,555,845
Equipment on operating leases, net 1,537,142 1,724,998
HEBioT facility, equipment, fixtures and vehicles, net 36,592,281 37,421,333
Operating lease right of use assets 1,304,142 945,047
License and capitalized MBT facility development costs 8,023,925 8,049,929
Goodwill 58,000 58,000
Other assets 38,799 53,726
Total Assets 55,119,843 56,540,047
Current Liabilities:    
Line of credit, net of financing costs of $18,644 and $20,152 as of March 31, 2020 and December 31, 2019, respectively 1,497,950 1,479,848
Advances from related parties 935,000 210,000
Accounts payable (related entity $3,590,281 and $2,531,034 as of June 30, 2020 and December 31, 2019, respectively) 6,036,103 4,688,339
Accrued interest payable 1,255,389 1,148,570
Accrued expenses and liabilities 1,832,068 1,926,965
Deferred revenue 99,563 89,736
Customer deposits 4,890 44,792
Note payable 0 100,000
Senior Secured Note, net of financing costs of $88,508 and unamortized discounts of $587,249 as of June 30, 2020 4,324,243  
Current portion of WV EDA Senior Secured Bonds payable 2,860,000 1,390,000
Current portion of long term debt and Payroll Protection Program Loan 168,111 4,605
Total Current Liabilities 19,013,317 11,082,855
Note payable 100,000  
Junior note due to related party, net of unamortized discounts of $84,110 and $95,043 as of June 30, 2020 and December 31, 2019, respectively 960,367 949,434
Accrued interest (related party) 1,651,079 1,510,193
WV EDA Senior Secured Bonds payable, net of current portion, and financing costs of $1,719,392 and $1,792,574 as of June 30, 2020 and December 31, 2019, respectively 28,420,608 29,817,426
Payroll Protection Program Loan 257,461  
Senior Secured Note, net of financing costs of $113,268 and unamortized discounts of $726,242 as of December 31, 2019   4,160,490
Non-current lease liabilities 1,220,780 915,170
Long-term debt, net of current portion 6,038 8,201
Total Liabilities 51,629,650 48,443,769
Series A redeemable convertible preferred stock, 333,401 shares designated and issued, and 145,312 outstanding as of June 30, 2020 and December 31, 2019 726,553 726,553
Commitments and Contingencies
Stockholders' Equity (Deficit)    
Preferred Stock, Value, Issued
Common stock, $0.0001 par value, 50,000,000 shares authorized, 17,809,592 and 17,300,899 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively 1,780 1,730
Additional paid in capital 50,267,673 49,597,059
Accumulated deficit (58,056,529) (52,785,242)
Accumulated other comprehensive (loss) (13,002) (43,138)
Stockholders' (deficit) equity attributable to Parent (1,038,936) 2,024,143
Stockholders' equity attributable to non-controlling interests 3,802,576 5,345,582
Total Stockholders' Equity 2,763,640 7,369,725
Total Liabilities and Stockholders' Equity 55,119,843 56,540,047
Series B Convertible Preferred Stock [Member]    
Stockholders' Equity (Deficit)    
Preferred Stock, Value, Issued 0 0
Series C Convertible Preferred Stock [Member]    
Stockholders' Equity (Deficit)    
Preferred Stock, Value, Issued 3,050,142 3,050,142
Series D Convertible Preferred Stock [Member]    
Stockholders' Equity (Deficit)    
Preferred Stock, Value, Issued 1,505,262 1,505,262
Series E Convertible Preferred Stock [Member]    
Stockholders' Equity (Deficit)    
Preferred Stock, Value, Issued 698,330 698,330
Series F Convertible Preferred Stock [Member]    
Stockholders' Equity (Deficit)    
Preferred Stock, Value, Issued $ 1,507,408 $ 0
v3.20.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Preferred Stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized 10,000,000 10,000,000
Preferred stock, Designated shares 3,209,210 3,179,120
Preferred Stock, Shares Issued 1,936,214 1,922,603
Common Stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized 50,000,000 50,000,000
Common stock, shares issued 17,809,592  
Common stock, shares outstanding 17,809,592 17,300,899
Debt Issuance Costs, Current, Net $ 2,050 $ 20,152
Deferred finance cost current 2,050 20,152
Accounts Receivable, Related Parties, Current 2,102,095 1,370,867
Accounts Payable, Related Parties, Current 3,727,095 2,531,034
Allowance for Doubtful Accounts Receivable, Current 128,321 170,038
Junior Notes [Member]    
Due to Related Parties, Noncurrent 84,110 95,043
Senior Notes [Member]    
Debt Issuance Costs, Noncurrent, Net   113,268
Debt Instrument, Unamortized Discount, Noncurrent 587,249 726,242
Debt Issuance Costs, Current, Net 88,508  
Deferred finance cost current 88,508  
WV EDA SENIOR NOTES [Member]    
Debt Issuance Costs, Noncurrent, Net $ 1,719,392 $ 1,792,574
Series A Redeemable Convertible Preferred [Member]    
Preferred Stock, Shares Outstanding 145,312 145,312
Series B Convertible Preferred Stock [Member]    
Preferred stock, Designated shares 1,111,200 1,111,200
Preferred Stock, Shares Issued 428,333 428,333
Preferred Stock, Shares Outstanding 0 0
Series C Convertible Preferred Stock [Member]    
Preferred stock, Designated shares 1,000,000 1,000,000
Preferred Stock, Shares Issued 427,500 427,500
Preferred Stock, Shares Outstanding 427,500 427,500
Series D Convertible Preferred Stock [Member]    
Preferred stock, Designated shares 20,000 20,000
Preferred Stock, Shares Issued 18,850 18,850
Preferred Stock, Shares Outstanding 18,850 18,850
Series E Convertible Preferred Stock [Member]    
Preferred stock, Designated shares 714,519 714,519
Preferred Stock, Shares Outstanding 264,519 264,519
Series F Convertible Preferred Stock [Member]    
Preferred stock, Designated shares 30,090  
Preferred Stock, Shares Issued 13,611  
Preferred Stock, Shares Outstanding 13,611  
v3.20.2
Condensed Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Cash flows from operating activities:    
Net loss $ (6,779,184) $ (5,148,839)
Adjustments to reconcile net loss to net cash used in operations:    
Depreciation and amortization 1,184,966 739,412
Amortization of operating lease right of use assets 53,552  
Provision for bad debts 61,119 30,000
Share based employee compensation 707,653 531,603
Interest resulting from amortization of financing costs and discounts 265,776 221,078
Loss resulting from write-off of proposed MBT site   346,654
Changes in operating assets and liabilities 593,507 1,261,037
Net cash used in operating activities (3,912,611) (2,019,055)
Cash flow from investing activities:    
Purchases of construction in-progress, equipment, fixtures and vehicles (50,731) (4,164,592)
Refund of deposit 5,000  
MBT facility development costs incurred (36,996) (26,269)
MBT facility development costs refunded   66,000
Net cash used in investing activities (82,727) (4,124,861)
Cash flows from financing activities:    
Proceeds from Payroll Protection Program Loan 421,300  
Deferred financing costs incurred   (43,941)
Repayments of long-term debt (2,496) (4,549)
Affiliate investment in subsidiary   1,400,000
Related party advances, net 725,000 210,000
Net cash provided by financing activities 2,704,254 3,349,010
Effect of exchange rate on cash (restricted and unrestricted) (20,208) 17,398
Net change in cash (restricted and unrestricted) (1,311,292) (2,777,508)
Cash - beginning of period (restricted and unrestricted) 5,536,952 9,126,380
Cash - end of period (restricted and unrestricted) 4,225,660 6,348,872
Series F Convertible Preferred Stock [Member]    
Cash flows from financing activities:    
Proceeds from the sale of convertible preferred stock units $ 1,560,450  
Series D Convertible Preferred Stock [Member]    
Cash flows from financing activities:    
Proceeds from the sale of convertible preferred stock units   $ 1,787,500
v3.20.2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)
Preferred Stock [Member]
Series D Preferred Stock [Member]
Preferred Stock [Member]
Series F Preferred Stock [Member]
Preferred Stock [Member]
Series E Preferred Stock [Member]
Preferred Stock [Member]
Common Stock [Member]
Series E Preferred Stock [Member]
Common Stock [Member]
Additional Paid in Capital [Member]
Series D Preferred Stock [Member]
Additional Paid in Capital [Member]
Series F Preferred Stock [Member]
Additional Paid in Capital [Member]
Series E Preferred Stock [Member]
Additional Paid in Capital [Member]
Accumulated Comprehensive Other Loss [Member]
Accumulated Deficit [Member]
Non-Controlling Equity Interest [Member]
Series D Preferred Stock [Member]
Series F Preferred Stock [Member]
Total
Balance       $ 4,540,472   $ 1,480       $ 43,452,963 $ 5,021 $ (44,594,385)       $ 3,405,551
Balance (in shares)       992,019   14,802,956                    
Balance       $ 5,268,734   $ 1,521       45,249,263 10,218 (48,649,236)       1,880,500
Balance (in shares)       710,869   15,207,956                    
Issuance of preferred stock $ 1,520,262           $ 267,238             $ 1,787,500    
Issuance of preferred stock (in shares) 18,850                              
Share-based employee and director compensation                               531,603
Share-based employee and director compensation                   531,603            
Preferred stock dividends                       (36,744)       (36,744)
Issuance of restricted stock           $ 11       205,489           205,500
Issuance of restricted stock (shares)           105,000                    
Conversion of preferred stock into common stock     $ (792,000)   $ 30       $ 791,970              
Conversion of preferred stock into common stock (in shares)     (300,000)   300,000                      
Foreign currency translation adjustment                     5,197         5,197
Net loss                       (4,018,107)       (4,018,107)
Balance at Dec. 31, 2018                       (76,890) $ 6,679,585     6,602,695
Investment by non-controlling interest                         1,400,000     1,400,000
Net Loss                       (1,130,732)       (1,130,732)
Balance at Jun. 30, 2019                       (1,207,622) 8,079,585     6,871,963
Balance at Jun. 30, 2019       $ 5,268,734   $ 1,521       45,249,263 10,218 (48,649,236)       1,880,500
Balance (in shares) at Jun. 30, 2019       710,869   15,207,956                    
Balance       $ 5,290,472   $ 1,482       43,750,710 6,274 (46,562,223)       2,486,715
Balance (in shares)       999,519   14,822,956                    
Balance       $ 5,268,734   $ 1,521       45,249,263 10,218 (48,649,236)       1,880,500
Balance (in shares)       710,869   15,207,956                    
Issuance of preferred stock $ 770,262   $ (792,000)   $ 30   $ 267,238   $ 791,970         $ 1,037,500    
Issuance of preferred stock (in shares) 11,350   (300,000)   300,000                      
Share-based employee and director compensation                               233,854
Share-based employee and director compensation                   233,854            
Preferred stock dividends                       (18,372)       (18,372)
Issuance of restricted stock           $ 9       205,491           205,500
Issuance of restricted stock (shares)           85,000                    
Foreign currency translation adjustment                     3,944         3,944
Net loss                       (2,068,641)       (2,068,641)
Balance at Mar. 31, 2019                       (388,591) 6,679,585     6,290,994
Investment by non-controlling interest                         1,400,000     1,400,000
Net Loss                       (819,031)       (819,031)
Balance at Jun. 30, 2019                       (1,207,622) 8,079,585     6,871,963
Balance at Jun. 30, 2019       $ 5,268,734   $ 1,521       45,249,263 10,218 (48,649,236)       1,880,500
Balance (in shares) at Jun. 30, 2019       710,869   15,207,956                    
Balance       $ 5,268,734   $ 1,521       45,249,263 10,218 (48,649,236)       1,880,500
Balance (in shares)       710,869   15,207,956                    
Balance       $ 5,253,734   $ 1,730       49,597,059 (43,138) (52,785,242)       2,024,143
Balance (in shares)       710,869   17,300,899                    
Balance       $ 6,761,142   $ 1,780       50,267,673 (13,002) (58,056,529)       (1,038,936)
Balance (in shares)       724,480   17,809,592                    
Issuance of preferred stock   $ 1,507,408           $ 53,042             $ 1,560,450  
Issuance of preferred stock (in shares)   13,611                            
Share-based employee and director compensation           $ 12                   592,622
Share-based employee and director compensation (in shares)           122,500                    
Share-based employee and director compensation                   592,610            
Preferred stock dividends paid in common stock           $ 1       24,999           25,000
Preference stock dividend issued for common stock (In shares)           13,889                    
Preferred stock dividends                       (35,109)       (35,109)
Foreign currency translation adjustment                     30,136         30,136
Net loss                       (5,236,178)       (5,236,178)
Balance at Dec. 31, 2019                       (2,734,003) 8,079,585     5,345,582
Exercise of warrants           $ 37       (37)            
Exercise of warrants (in shares)           372,304                    
Net Loss                       (1,543,006)       (1,543,006)
Balance at Jun. 30, 2020                       (4,277,009) 8,079,585     3,802,576
Balance at Jun. 30, 2020       $ 6,761,142   $ 1,780       50,267,673 (13,002) (58,056,529)       (1,038,936)
Balance (in shares) at Jun. 30, 2020       724,480   17,809,592                    
Balance       $ 6,698,348   $ 1,741       49,953,089 (14,439) (55,374,103)       1,264,636
Balance (in shares)       723,914   17,417,288                    
Balance       $ 6,761,142   $ 1,780       50,267,673 (13,002) (58,056,529)       (1,038,936)
Balance (in shares)       724,480   17,809,592                    
Issuance of preferred stock   $ 62,794           $ 2,206             $ 65,000  
Issuance of preferred stock (in shares)   566                            
Share-based employee and director compensation           $ 2                   312,417
Share-based employee and director compensation (in shares)           20,000                    
Share-based employee and director compensation                   312,415            
Preferred stock dividends                       (17,545)       (17,545)
Foreign currency translation adjustment                     1,437         1,437
Net loss                       (2,664,881)       (2,664,881)
Balance at Mar. 31, 2020                       (3,556,680) 8,079,585     4,522,905
Exercise of warrants           $ 37       (37)            
Exercise of warrants (in shares)           372,304                    
Net Loss                       (720,329)       (720,329)
Balance at Jun. 30, 2020                       (4,277,009) $ 8,079,585     3,802,576
Balance at Jun. 30, 2020       $ 6,761,142   $ 1,780       50,267,673 (13,002) (58,056,529)       (1,038,936)
Balance (in shares) at Jun. 30, 2020       724,480   17,809,592                    
Balance       $ 6,761,142   $ 1,780       $ 50,267,673 $ (13,002) $ (58,056,529)       $ (1,038,936)
Balance (in shares)       724,480   17,809,592                    
v3.20.2
Basis of Presentation and Going Concern
6 Months Ended
Jun. 30, 2020
Basis of Presentation and Going Concern  
Basis of Presentation and Going Concern

Note 1. Basis of Presentation and Going Concern

Nature of Operations - BioHiTech Global, Inc. (the “Company” or “BioHiTech”) through its wholly-owned and its controlled subsidiaries provides cost-effective and sustainable environmental management solutions. Our cost-effective technology solutions include the patented processing of municipal solid  waste into a valuable renewable fuel, biological disposal of food waste on-site, and proprietary real-time data analytics tools to reduce food waste generation. Our solutions enable businesses and municipalities of all sizes to lower disposal costs while having a positive impact on the environment. When used individually or in combination, our solutions lower the carbon footprint associated with waste transportation and can reduce or virtually eliminate landfill usage.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and globally and more recently in the United States there has been an increase in cases reported. The Company is monitoring the near term and longer term impacts of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread, and its impact on operations, financial position, cash flows, inventory, supply chains, purchasing trends, customer payments, and the industry in general, in addition to the impact on its employees. Due to the development and fluidity of this situation, the magnitude and duration of the pandemic and its impact on the Company's operations, liquidity and financial performance will depend on certain developments, including duration, spread and reemergence of the outbreak, its impact on our customers, supply chain partners and employees, and the range of governmental and community reactions to the pandemic, which are uncertain and cannot be fully predicted at this time.

As a result of COVID-19 the implementation of the Company’s contract with Carnival Corporation had been delayed, although subsequent to June 30, 2020 Carnival recommenced purchasing activity, and the operations of some customers in the restaurant and hospitality industries have been temporarily interrupted due to governmental actions. For certain existing restaurant and hospitality customers, the Company has provided a deferral of recurring rental payments for a short time and have modified the rental agreements to extend the term by the period deferred. These actions have placed a strain on the Company’s cash flows resulting in the Company executing on cost controls and cash preservation practices that included reducing executive cash compensation, laying off non- essential employees, limiting expenses and disbursements, as well as extending vendor payments.

Basis of Presentation - The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and controlled subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10‑Q and Article 8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, and the elimination of intercompany accounts and transactions  which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2019, which contains the audited financial statements and notes thereto, for the years ended December 31, 2019 and 2018 included within the Company’s Form 10‑K filed with the Securities and Exchange Commission (“SEC”) on May 22, 2020. The financial information as of December 31, 2019 presented hereto is derived from the audited consolidated financial statements presented in the Company’s audited consolidated financial statements for the year ended December 31, 2019. The interim results for the three and six months ended June 30, 2020 is not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods.

As of June 30, 2020 and December 31, 2019, the Company's active wholly-owned subsidiaries were BioHiTech America, LLC, BioHiTech Europe Limited, BHT Financial, LLC and E.N.A. Renewables LLC, and its controlled subsidiary was Refuel America LLC (60)% and its wholly-owned subsidiaries Apple Valley Waste Technologies Buyer, Inc., Apple Valley Waste Technologies, LLC, New Windsor Resource Recovery LLC and Rensselaer Resource Recovery LLC and its controlled subsidiary Entsorga West Virginia LLC (88.7%,  88.7%and 86.1% as of June 30, 2020, December 31, 2019 and June 30, 2019, respectively). As each of these subsidiaries operate as environmental-based service companies, we did not deem segment reporting necessary.

Reclassifications to certain prior period amounts have been made to conform to current period presentation. These reclassifications have no effect on previously reported net loss.

Going Concern and Liquidity - For the six months June 30, 2020, the Company had a consolidated net loss of $6,779,184, incurred a consolidated loss from operations of $4,759,196 and used net cash in consolidated operating activities of $3,912,611. At June 30, 2020, consolidated total stockholders’ equity amounted to $2,763,640, consolidated stockholders’ deficit attributable to parent amounted to $1,038,936 and the Company had a consolidated working capital deficit of $14,094,144. While the Company had not met certain of its senior secured note’s financial covenants as of June 30, 2020 (Note 6), the Company has favorably renegotiated those covenants and has received a waiver for such non-compliance through June 30, 2020. Despite its current compliance under the waiver, until such time as the Company regains compliance or receives a waiver of such covenants for a year beyond the balance sheet date, under current GAAP accounting rules the senior secured notes amounting to $4,324,243 have been classified as current debt. The Company does not yet have a history of financial profitability. In March and April of 2020 the Company raised $1,560,450 through a private convertible preferred stock offering and on May 13, 2020 one of the Company's subsidiaries was funded $421,300 through the Paycheck Protection Program. On July 27, 2020 the Company used its Shelf Registration on Form S-3 to raise gross proceeds of $8,235,500 through an underwritten public offering of 4,550,000 common shares. On August 11, 2020 the underwriter provided notice that they would be exercising their over-allotment provision of the Underwriting Agreement to purchase an additional 682,500 shares of the Company's common stock at $1.81 per share for a gross purchase price of $1,235,325.  The net proceeds to the Company, after underwriter's commission and before other costs amount $1,124,146. This transaction was consummated on August 13, 2020.  There is no assurance that the Company will continue to raise sufficient capital or debt to sustain operations or to pursue other strategic initiatives or that such financing will be on terms that are favorable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on management’s further implementation of the Company’s on-going and strategic plans, which include continuing to raise funds through equity and/or debt raises. Should the Company be unable to raise adequate funds, certain aspects of the on-going and strategic plans may require modification.

v3.20.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2020
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

The condensed consolidated financial statements have been prepared by the Company in accordance with the rules and regulations of the SEC on a consistent basis with and should be read in conjunction with our audited financial statements for the year ended December 31, 2019. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by the SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading.

 

Recent Accounting Pronouncements:

The Company has not implemented any recent accounting pronouncements during the six months ended June 30, 2020.

The Company has not implemented the following accounting standard:

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This standard requires an allowance to be recorded for all expected credit losses for certain financial assets. The new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments. ASU 2016-13 is effective for public companies for interim and annual period beginning December 15, 2020. Entities are required to apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial condition and results of operations.

There have been no other recent accounting pronouncements or changes in accounting pronouncements that have been issued but not yet adopted that are of significance, or potential significance, to the Company. 

v3.20.2
Equipment on Operating Leases, net
6 Months Ended
Jun. 30, 2020
Equipment on Operating Leases, net  
Equipment on Operating Leases, net

Note 3. Equipment on Operating Leases, net

Equipment on operating leases consist of the following:

 

 

 

 

 

 

 

 

    

June 30, 

    

December 31, 

 

 

2020

 

2019

Leased equipment

 

$

3,174,799

 

$

3,138,951

Less: accumulated depreciation

 

 

(1,637,657)

 

 

(1,413,953)

Total Equipment on Operating Leases, net

 

$

1,537,142

 

$

1,724,998

 

The Company is a lessor of digester units under non-cancellable operating lease agreements expiring through June 2025. These leases generally have terms of three to five years and do not contain stated extension periods or options for the lessee to purchase the underlying assets. At the end of the leases, the lessee may enter into a new lease or return the asset, which would be available to the Company for releasing.

During the three months ended June 30, 2020 and 2019, revenue under the agreements, which is included in rental, service and maintenance revenue, amounted to $312,278 and $350,187, respectively. During the six months ended June 30, 2020 and 2019, revenue under the agreements, which is included in rental, service and maintenance revenue, amounted to $698,532 and $691,852, respectively. During the three months ended June 30, 2020 and 2019, depreciation expense included in rental, service and maintenance expense, amounted to $116,272 and $103,764, respectively. During the six months ended June 30, 2020 and 2019, depreciation expense included in rental, service and maintenance expense, amounted to $232,138 and $205,266, respectively.

The minimum future estimated contractual payments to be received under these leases as of June 30, 2020 is as follows:

 

 

 

 

Year ending December 31,

    

 

  

2020, remaining period

 

$

641,557

2021

 

 

943,555

2022

 

 

689,795

2023

 

 

411,264

2024 and thereafter

 

 

185,130

 

 

$

2,871,301

 

v3.20.2
HEBioT facility, equipment, fixtures and vehicles, net
6 Months Ended
Jun. 30, 2020
HEBioT facility, equipment, fixtures and vehicles, net  
HEBioT facility, equipment, fixtures and vehicles, net

Note 4. HEBioT facility, equipment, fixtures and vehicles, net

HEBioT facility, equipment, fixtures and vehicles, net consist of the following:

 

 

 

 

 

 

 

 

 

    

June 30,

    

December 31,

 

    

2020

    

2019

HEBioT facility

 

$

31,172,856

 

$

31,142,974

HEBioT equipment

 

 

7,407,096

 

 

7,388,896

Computer software and hardware

 

 

115,068

 

 

112,629

Furniture and fixtures

 

 

48,196

 

 

48,196

Vehicles

 

 

50,319

 

 

50,319

 

 

 

38,793,535

 

 

38,743,014

Less: accumulated depreciation and amortization

 

 

(2,201,254)

 

 

(1,321,681)

Total HEBioT facility, equipment, fixtures and vehicles, net

 

$

36,592,281

 

$

37,421,333

 

v3.20.2
MBT Facility Development and License Costs
6 Months Ended
Jun. 30, 2020
MBT Facility Development and License Costs  
MBT Facility Development and License Costs

Note 5. MBT Facility Development and License Costs

MBT Facility Development and License Costs consist of the following:

 

 

 

 

 

 

 

 

    

June 30, 

    

December 31, 

 

 

2020

 

2019

MBT Projects

 

 

  

 

 

  

Survey and engineering

 

$

272,225

 

$

235,229

 

 

 

 

 

 

 

Technology Licenses

 

 

  

 

 

  

Future site

 

 

6,019,200

 

 

6,019,200

Martinsburg, West Virginia, net of $157,500 and $94,500 of amortization as of June 30, 2020 and December 31, 2019

 

 

1,732,500

 

 

1,795,500

Total Technology Licenses

 

 

7,751,700

 

 

7,814,700

Total MBT Facility Development and License Costs

 

$

8,023,925

 

$

8,049,929

 

MBT Facility Development Costs – During 2018, the Company commenced initial development of a project in Rensselaer, NY. As of June 30, 2020, the Company has received local permits and has filed the required state permit applications, which are undergoing review by the New York State Department of Environmental Conservation (“NYSDEC”). On August 10, 2020 the NYSDEC, by letter, informed the Company that the application had been initially denied. The Company disagrees with this decision, and as is part of the process, has exercised its right to appeal the NYSDEC findings.

Technology License Agreement – Future Facility – The royalty payment for the license amounted to $6,019,200. This Technology License Agreement can be utilized at a future project and will be amortized once the facility is in operation.

Technology License Agreement – Martinsburg, West Virginia  – In connection with the 2018 acquisition accounting applied to Entsorga West Virginia acquisition, the License Agreement was valued at $1,890,000. During the three and six months ending June 30, 2020 amortization amounted to $31,500 and $63,000, respectively. During the three and six months ending June 30, 2019 amortization amounted to $31,500. Amortization of the License Agreement commenced with the facility becoming operational on March 31, 2019 and there was no amortization for the three months ended March 31, 2019.

v3.20.2
Line of Credit, Promissory Notes Payable, Notes Payable, Advances, and Long-Term Debts
6 Months Ended
Jun. 30, 2020
Line of Credit, Promissory Notes Payable, Notes Payable, Advances, and Long-Term Debts  
Line of Credit, Promissory Notes Payable, Notes Payable, Advances, and Long-Term Debts

Note 6. Line of Credit, Promissory Notes Payable, Notes Payable, Advances, and Long-Term Debts

Line of Credit, Promissory Notes Payable, Notes Payable, Advances, and Long-Term Debts consist of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

December 31, 2019

 

 

 

 

 

Related

 

 

 

 

Related

 

    

Total

    

Party

    

Total

    

Party

Line of credit

 

$

1,497,950

 

$

 —

 

$

1,479,848

 

$

 —

Senior secured promissory note

 

 

4,324,243

 

 

 —

 

 

4,160,490

 

 

 —

Junior promissory note

 

 

960,367

 

 

960,367

 

 

949,434

 

 

949,434

Note payable under Payroll Protection Program

 

 

421,300

 

 

 —

 

 

 —

 

 

 —

Note payable

 

 

100,000

 

 

 —

 

 

100,000

 

 

 —

Advances from related parties (See Note 14 Related Parties)

 

 

935,000

 

 

935,000

 

 

210,000

 

 

210,000

Long term debt - current and long-term portion

 

 

10,310

 

 

 —

 

 

12,806

 

 

 —

 

Line of Credit — The Credit Agreement and Note with Comerica does not have any financial covenants, carries interest at the rate of 3%, plus either the Comerica prime rate or a LIBOR-based rate, (5.00% and 5.71% as of June 30, 2020 and December 31, 2019, respectively) and matured on January 1, 2020, which was subsequently extended to March 31, 2020 and further amended on June 30, 2020 as a demand note with an interest rate of 3%, plus a LIBOR-based rate (with a floor of 1)%. The line of credit is secured by the assets of BHT Financial, LLC and is personally guaranteed by the Company’s Chief Executive Officer, Frank E. Celli and James D. Chambers, a director.

Michaelson Senior Secured Term Promissory Financing –Company and several of the Company’s wholly-owned subsidiaries have a Note Purchase and Security Agreement with Michaelson Capital Special Finance Fund II, L.P. (“ MCSFF ”) for a senior secured term promissory note in the principal amount of $5,000,000 (the “Note”). The Note is not convertible and accrues interest at the rate of 10.25% per annum. The Note provides for certain financial covenants that were not met as of June 30, 2020. While the Company had not met certain of its senior secured note’s financial covenants as of June 30, 2020, the Company has favorably renegotiated those covenants and has received a waiver for such non-compliance through June 30, 2020. Despite its current compliance under the waiver, until such time as the Company regains compliance or receives a waiver of such covenants for a year beyond the balance sheet date, under current GAAP accounting rules the senior secured notes amounting to $4,324,243 have been classified as current debt. As of December 31, 2019 those certain financial covenants were not met and a waiver of such was granted by MCSFF through January 1, 2021 with the condition that the parties negotiate new financial covenants, which were concluded prior to June 30, 2020. As of December 31, 2019, the Note has been classified based on the contractual repayment schedule. For purposes of the following maturity schedule, as the Company believes that it will achieve compliance with the revised financial covenants and MCSFF has a history of waiving non-compliance with financial covenants, the maturities have been presented based upon the contractual repayment terms in effect as of June 30, 2020. The Note is contractually scheduled to be repaid in eight, equal, quarterly installments of $625,000 commencing on May 15, 2021 and ending February 2, 2023 (the “Maturity Date”).

Note Payable under Payroll Protection Program - On May 13, 2020 BioHiTech America, LLC, a subsidiary of the Company, was funded $421,300 under the Payroll Protection Program ("PPP") through Comerica Bank. The PPP was established as part of the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") and is administered by the U.S. Small Business Administration. The PPP Loan is non-collateralized and has no guarantees, has a two-year term and bears interest at an annual interest rate of 1%. Monthly principal and interest payments are deferred for six months, and the maturity date is May 13, 2022. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. However, no assurance is provided that forgiveness for any portion of the PPP Loan will be obtained.

Note Payable - As of June 30, 2020 and December 31, 2019, the note, with interest at 10%, had a remaining balance outstanding of $100,000 and matured on January 1, 2020 , which has been amended to mature on January 1, 2022.Contractual Maturities of Senior Secured, Junior Promissory, Notes Payable and Long Term Debt— As of June 30, 2020, excluding discounts and deferred finance costs, which are being amortized as interest expense, are as follow:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

 

Year Ending December 31,

    

Amortizing

    

Amortizing

    

Total

2020 (Remaining)

 

$

2,109

 

$

23,406

 

$

25,515

2021

 

 

4,380

 

 

2,155,866

 

 

2,160,246

2022

 

 

3,821

 

 

2,717,028

 

 

2,720,849

2023

 

 

 —

 

 

625,000

 

 

625,000

2024  and thereafter

 

 

 —

 

 

1,044,477

 

 

1,044,477

Total

 

$

10,310

 

$

6,565,777

 

$

6,576,087

 

v3.20.2
Entsorga West Virginia, LLC WVEDA Solid Waste Disposal Revenue Bonds
6 Months Ended
Jun. 30, 2020
Entsorga West Virginia, LLC WVEDA Solid Waste Disposal Revenue Bonds  
Entsorga West Virginia, LLC WVEDA Solid Waste Disposal Revenue Bonds

Note 7. Entsorga West Virginia, LLC WVEDA Solid Waste Disposal Revenue Bonds

During 2016, Entsorga West Virginia LLC (the “Borrower”) was issued $25,000,000 in Non-Recourse Solid Waste Revenue Bonds from the West Virginia Economic Development Authority (the “WVEDA Bonds”). The WVEDA Bonds were issued in two series with one for $7,535,000 bearing interest at 6.75% per annum with a maturity date of February 1, 2026 and the second for $17,465,000 bearing interest at 7.25% per annum with a maturity of February 1, 2036. Both series were issued at par. The 2026 series was payable with interest-only payments through February 1, 2019 then annual payments of principal and semi-annual payments of interest through maturity. The 2036 series is payable with interest-only payments through February 1, 2019 then annual payments of principal and semi-annual payments of interest through maturity. Repayment of principal is by way of sinking fund.

During 2018, the 2016 Indenture Trust and Loan Agreement were amended and restated effective November 1, 2018. These amendments provided for a third series of bonds amounting to $8,000,000 bearing interest at 8.75% per annum with a maturity date of February 1, 2036, with special event triggered pre-payment requirements. This series was issued at par. The 2036 series is payable with interest-only payments through February 1, 2020 then annual payments of principal and semi-annual payments of interest through maturity. Repayment is by way of sinking fund.

The outstanding balance of the WVEDA Bonds as of June 30, 2020 and December 31, 2019 is $33,000,000, which is presented net of unamortized debt issuance costs amounting to $2,207,759 as of June 30, 2020 and December 31, 2019, less associated amortization of $488,367 and $415,185 as of June 30, 2020 and December 31, 2019, respectively, which includes amortization prior to the Company’s control acquisition in 2018. Amortization is calculated on the effective interest method, which is included in interest expense in the accompanying consolidated statements of operations and comprehensive loss.

The loan agreement and indenture of trust place restrictions on the Borrower and its members regarding additional encumbrances on the property, disposition of the property, and limitations on equity distributions. The loan agreement also provides for financial covenants, which became effective on September 30, 2019. As of June 30, 2020 and December 31, 2019 the Company was not in compliance with all of the financial covenants and subsequently was in default on a principal repayment due in February 2020 and has entered into a forbearance agreement with the bond trustee that provides, they will not accelerate the repayment of the bonds due to the defaults through July 2, 2021.

The future sinking fund payments by the Borrower as of June 30, 2020 are as follow:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2016 Issue

    

2016 Issue

    

2018 Issue

    

    

 

Year Ending December 31,

 

2026 Series

 

2036 Series

 

2036 Series

 

Total

2020 (remaining)

 

$

1,160,000

 

$

 —

 

$

230,000

 

$

1,390,000

2021

 

 

1,215,000

 

 

 —

 

 

255,000

 

 

1,470,000

2022

 

 

900,000

 

 

 —

 

 

275,000

 

 

1,175,000

2023

 

 

965,000

 

 

 —

 

 

300,000

 

 

1,265,000

2024 and thereafter

 

 

3,295,000

 

 

17,465,000

 

 

6,940,000

 

 

27,700,000

Total

 

$

7,535,000

 

$

17,465,000

 

$

8,000,000

 

$

33,000,000

 

v3.20.2
Equity and Equity Transactions
6 Months Ended
Jun. 30, 2020
Equity and Equity Transactions  
Equity and Equity Transactions

Note 8. Equity and Equity Transactions

The Company has 50,000,000 shares of its $0.0001 par common stock and 10,000,000 shares of blank check preferred stock authorized by its shareholders. As of June 30, 2020 and December 31, 2019,  17,809,592 and 17,300,899 shares of common stock have been issued; and 3,209,210 and 3,179,120 shares, respectively, of preferred stock have been designated in five series of shares, which have a total of $1,397,560 in accumulated, but undeclared preferential dividends as of June 30, 2020, as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Designated

 

Par

 

Stated

 

Shares Outstanding

Designation

    

Shares

    

Value

    

Value

    

June 30, 2020

    

December 31, 2019

Series A Convertible Preferred Stock

 

333,401

 

$

0.0001

 

$

5.00

 

145,312

 

145,312

Series B Convertible Preferred Stock

 

1,111,200

 

 

0.0001

 

$

5.00

 

 —

 

 —

Series C Convertible Preferred Stock

 

1,000,000

 

 

0.0001

 

$

10.00

 

427,500

 

427,500

Series D Convertible Preferred Stock

 

20,000

 

 

0.0001

 

$

100.00

 

18,850

 

18,850

Series E Convertible Preferred Stock

 

714,519

 

 

0.0001

 

$

2.64

 

264,519

 

264,519

Series F Convertible Preferred Stock

 

30,090

 

 

0.0001

 

$

115.00

 

13,611

 

 —

 

Under the terms of the Company’s senior lender agreements, the Company is restricted from paying dividends in cash, but is allowed to pay dividends in common stock. The Company, since its merger in 2015, has not paid any cash or stock dividends on common stock.

The consolidated financial statements include less than 100% owned and controlled subsidiaries and include equity attributable to non-controlling interests that take the form of the underlying legal structures of the less than 100% owned subsidiaries. Entsorga West Virginia LLC through its limited liability agreement and the agreements related to its WVEDA Bonds have restrictions on distributions to and loans to owners while the WVEDA Bonds are outstanding.

Series F Convertible Preferred Stock - On March 9, 2020 the Company designated a new series of preferred stock and subsequently on March 18, 2020 had an initial closing of $1,500,000 on 13,045 shares of the new series of preferred stock and 178,597 five-year common stock warrants at $2.30 per share and are presented net of $50,836 in warrant valuations and $4,550 in issuance costs. On April 6, 2020 had an additional closing of $65,000 on 566 shares of the new series of preferred stock and 7,750 five-year common stock warrants at $2.30 per share and are presented net of $2,205 in warrant valuations. The newly designated series, the Series F Redeemable, Convertible Preferred Stock (the “Sr. F Preferred Stock”) is comprised of 30,090 shares with a par value of $0.0001 per share and a stated value per share of $115.00 that has a dividend rate of 9%. The Sr. F Preferred Stock is convertible by the holder at any time at a conversion rate of $2.10, subject to certain antidilution adjustments and is redeemable by the Company after 24 months at its stated value, plus any outstanding accrued or accumulated dividends for cash, or if the Company's common stock is trading over $3.00 per share and has daily trading volume of over 50,000 shares, for the Company's common stock at the conversion rate in effect at the time.

Warrants – In connection with the issuance of convertible debt, preferred and common stock and in connection with services provided, the Company has warrants to acquire 4,207,695 shares of the Company’s common stock outstanding as of June 30, 2020, as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

Expiring During the Year

 

 

 

Exercise Price

 

 

Average Exercises

Ending December 31,

    

Warrant Shares

    

per Share

    

Price per Share

2021

 

1,701,827

$

3.30 - $3.75

 

$

3.30

2022

 

1,253,149

$

1.80 - $5.00

 

$

2.89

2023

 

740,749

$

1.80

 

$

1.80

2024

 

269,293

$

1.80

 

$

1.80

2025

 

242,677

$

2.25 - $2.30

 

$

2.29

 

The following table summarizes the outstanding warrant activity for the six months ended June 30, 2020:

 

 

 

Outstanding, January 1, 2020

    

4,674,261

Issued as a result of Series F Convertible Preferred Stock offering

 

186,347

Exercised

 

(630,053)

Expired

 

(22,860)

Outstanding, June 30, 2020

 

4,207,695

 

On June 30, 2020, one holder of 630,053 warrants with an exercise price of $1.80 per share exercised in a cashless exercise all of their warrants in exchange for 372,304 shares of the Company’s common stock.

v3.20.2
Equity Incentive Plans
6 Months Ended
Jun. 30, 2020
Equity Incentive Plans  
Equity Incentive Plans

Note 9. Equity Incentive Plans

The Company has two  shareholder approved equity incentive plans:

2015 Equity Incentive Plan — During 2015, the Company established the BioHiTech Global, Inc. 2015 Equity Incentive Plan, which is available to eligible employees, directors, consultants and advisors of the Company and its affiliates. The plan allows for the granting of incentive stock options, nonqualified stock options, reload options, stock appreciation rights, and restricted stock representing up to 750,000 shares. The Plan is administered by the Compensation Committee of the Board of Directors. On July 23, 2020 the shareholders of the Company approved a 500,000 increase in the plan's shares, increasing the plan's shares to 1,250,000.

2017 Executive Incentive Plan — During 2017, the shareholders approved the 2017 Executive Incentive Plan, which is available to eligible employees, directors, consultants and advisors of the Company and its affiliates. The plan allows for the granting of incentive stock options, nonqualified stock options, reload options, stock appreciation rights, and restricted stock representing up to 1,000,000 shares. The Plan is administered by the Compensation Committee of the Board of Directors. On July 23, 2020 the shareholders of the Company approved a 500,000 increase in the plan's shares, increasing the plan's shares to 1,500,000.

Effective January 30, 2020, the Company granted nonqualified options for 155,450 shares and 269,060 restricted stock units. The options granted had a fair value of $162,959 using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.44%, expected dividend yield of 0%, expected volatility of 49.24% and expected term in years of from 1.00 to 2.92 years. The restricted stock units had a value of $538,120 based on the market value on the date of the grants and a weighted average vesting period of 0.75 years.

Compensation expense related to stock options and restricted stock was:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

Six months ended June 30, 

 

    

2020

    

2019

    

2020

    

2019

Stock options

 

$

41,318

 

$

14,363

 

$

89,778

 

$

72,751

Restricted stock

 

 

271,099

 

 

219,492

 

 

502,844

 

 

458,852

Total

 

$

312,417

 

$

233,855

 

$

592,622

 

$

531,603

 

Compensation expense related to stock options and restricted stock for are reflected in the following captions within operating expenses in the condensed consolidated statements of operations and comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

Six months ended June 30, 

 

    

2020

    

2019

    

2020

    

2019

Rental, service and maintenance

 

$

3,003

 

$

3,317

 

$

6,320

 

$

9,072

Selling, general and administrative

 

 

309,414

 

 

230,538

 

 

586,302

 

 

522,531

Total

 

$

312,417

 

$

233,855

 

$

592,622

 

$

531,603

 

The following summarizes the Company’s stock option activity for the six months ended June 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Weighted

    

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Weighted

 

Remaining

 

 

 

 

 

 

Average

 

Contractual

 

 

 

 

Number of

 

Exercise

 

Life

 

Aggregate

 

    

Options

    

Price

    

(in Years)

    

Intrinsic Value

Outstanding – January 1, 2020

 

363,826

 

$

3.71

 

7.34

 

 —

Granted

 

155,450

 

 

2.00

 

 —

 

 —

Exercised

 

 —

 

 

 —

 

 —

 

 —

Forfeited, Canceled or Expired

 

(10,000)

 

 

3.68

 

 —

 

 —

Outstanding – June 30, 2020

 

509,276

 

 

3.19

 

7.66

 

 —

Exercisable – June 30, 2020

 

327,611

 

 

3.61

 

6.82

 

 —

 

The following summarizes the Company’s restricted stock unit activity for the six months ended June 30, 2020:

 

 

 

 

Balance, January 1, 2020

    

291,730

Grants

 

269,060

Forfeited

 

 —

Vested

 

(122,561)

Balance, June 30, 2020

 

438,229

 

 

As of June 30, 2020, 533,449 restricted stock units have been vested but not yet drawn down by the grantees.

 

Interim Executive Plan - During the second quarter of 2020, the Company established a payroll cash deferment program in order to improve cash resources during the COVID-19 pandemic. Under the program, certain executives reduced their cash compensation and would be provided restricted common stock units under the shareholder approved plans as the shares were available or may be issued restricted common stock shares or cash. The shares under the individual agreements were based on a cash amount of deferral each month divided by the lower of the average or last trading day common share price. Under the program, as of June 30, 2020 80,690 shares have been calculated. As these shares have not been issued or granted through the shareholder approved plans and there are other features, the shares have been established as a liability that is revalued at each balance sheet date. As of June 30, 2020 the program liability, included in accrued liabilities, amounts to $ 202,532 and expense under the program for the three and six months ended June 30, 2020 amounted to $ 202,532.

v3.20.2
Revenue
6 Months Ended
Jun. 30, 2020
Revenue  
Revenue

Note 10. Revenue

The Company recognizes revenue as services are performed or products are delivered and generally recognize revenue for the gross amount of consideration received as we are generally the primary obligor (or principal) in our contracts with customers as we hold complete responsibility to the customer for contract fulfillment.  We record amounts collected from customers for sales tax on a net basis.

Disaggregation of Revenue — The disaggregation of revenue is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three months ended June 30,

 

Six months ended June 30,

 

    

2020

    

2019

    

2020

    

2019

Revenue Type:

 

 

  

 

 

  

 

 

  

 

 

  

Rental of digesters

 

$

312,279

 

$

350,187

 

$

698,533

 

$

691,852

Services

 

 

576,405

 

 

599,052

 

 

1,177,838

 

 

972,027

Product sales

 

 

385,248

 

 

101,973

 

 

756,902

 

 

125,034

Total

 

$

1,273,932

 

$

1,051,212

 

$

2,633,273

 

$

1,788,913

 

v3.20.2
Risk Concentrations
6 Months Ended
Jun. 30, 2020
Risk Concentrations  
Risk Concentrations

Note 11. Risk Concentrations

The Company operates as a single segment on a worldwide basis through its subsidiaries, resellers and independent sales agents. Gross revenues and net non-current tangible assets on a domestic and international basis are as follows:

 

 

 

 

 

 

 

 

 

 

 

    

United

    

 

 

    

 

 

 

 

States

 

International

 

Total

2020:

 

 

 

 

 

 

 

 

 

Revenue, for the six months ended June 30, 2020

 

$

2,447,633

 

$

185,640

 

$

2,633,273

Revenue, for the three months ended June 30, 2020

 

 

1,221,723

 

 

52,209

 

 

1,273,932

Non-current tangible assets, as of June 30, 2020

 

 

37,838,232

 

 

299,691

 

 

38,137,923

 

 

 

 

 

 

 

 

 

 

2019:

 

 

  

 

 

  

 

 

  

Revenue, for the six months ended June 30, 2019

 

$

1,546,278

 

$

242,635

 

$

1,788,913

Revenue, for the three months ended June 30, 2019

 

 

904,632

 

 

146,580

 

 

1,051,212

Non-current tangible assets, as of December 31, 2019

 

 

38,803,833

 

 

355,825

 

 

39,159,658

 

Credit risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable.

The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institutions. At times, the Company’s cash may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) in the USA and the Financial Conduct Authority (“FCA”) in the UK insurance limits. Through June 30, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Major customers  During the three months ended June 30, 2020, two customers represented at least 10% of revenues, accounting for 37.7 % (Gold Medal Group, LLC, an affiliated entity, "GMG") and 23.2% of revenues. During the three months ended June 30, 2019, one customer represented at least 10% of revenues, accounting for 50.6% (GMG) of revenues. During the six months ended June 30, 2020, two customers represented at least 10% of revenues, 36.8% (GMG) and 11.8% of revenues. During the six months ended June 30, 2019, one customer represented at least 10% of revenues, 28.6% (GMG) of revenues.

As of June 30, 2020, two customers represented at least 10% of accounts receivable, accounting for 74.9% (GMG) and 11.1% of accounts receivable. As of December 31, 2019 one customer represented at least 10% of accounts receivable, accounting for 58.9% (GMG) of accounts receivable.

Vendor concentration  During the three months ended June 30, 2020, one vendor represented at least 10% of costs of revenue, accounting for 40.6% (GMG). During the three months ended June 30, 2019, one vendor represented at least 10% of costs of revenue, accounting for 24.5% (GMG). During the six months ended June 30, 2020, one vendor represented at least 10% of costs of revenue, accounting for 32.4% (GMG). During the six months ended June 30, 2019, one vendor represented at least 10% of costs of revenue, accounting for 18.8% (GMG).

As of June 30, 2020, excluding construction payables and other professional fees, one vendor represented at least 10% of accounts payable accounting for 55.5% (GMG) of accounts payable. As of December 31, 2019, one vendor represented at least 10% of accounts payable accounting for 54.4% (GMG) of accounts payable.

Affiliate relationship  GMG owns a 40% interest in Refuel America, LLC, a consolidated subsidiary of the Company. GMG’s subsidiaries, which are not consolidated in the Company’s financial statements have several business relationships with the Company and its subsidiaries that result in revenues and expenses noted above. See Note 14. Related Party Transactions.

v3.20.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2020
Commitments and Contingencies  
Commitments and Contingencies

Note 12. Commitments and Contingencies

During the six months ended June 30, 2020 the Company was involved in the following legal matters.

On February 7, 2018, Lemartec Corporation (“Lemartec”) filed a complaint against the Company in the United States District Court for the Northern District of West Virginia arising out of the construction of the Company’s resource recovery facility in Martinsburg, West Virginia alleging breach of contract and unjust enrichment. The Company has filed its answer and counterclaims for damages against Lemartec and cross claims against Lemartec’s performance bond surety, Philadelphia Indemnity Insurance Company.

The trial was scheduled to begin in August 2020. Prior to the start of the trial, on March 12, 2020 the Company entered into a settlement agreement that detailed the full and final mutual release. The settlement agreement provides that the Company pay Lemartec $775,000 in installments of $475,000 within 60 days of the execution of the settlement agreement and $25,000 each month thereafter for 12 months. The Company's consolidated financial statements as of December 31, 2019 reflects this liability given the nature of the subsequent event.

It is management’s opinion that the resolution of this known claim will not materially affect the Company’s  future financial position, results of operations, or cash flows.

From time to time, the Company may be involved in other legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations

v3.20.2
Leases
6 Months Ended
Jun. 30, 2020
Leases  
Leases

Note 13. Leases

The Company rented its headquarters and attached warehousing space from a related party through May 31, 2020 (see Note 14), effective June 1, 2020 the property housing the Company's headquarters and attached warehousing space was sold to an unrelated party, and has a land lease relating to the Martinsburg, WV HEBioT facility under operating leases. The HEBioT facility land lease has an initial term of 30 years, plus four 5‑year extensions. For purposes of our determination of lease liabilities, extensions were not included. As the leases do not provide an implicit rate, the Company used incremental borrowing rates in determining the present value of lease payments. For the HEBioT facility land lease a rate of 11% was utilized and a rate of 10.25% has been used on the other leases. The current portion of the lease liabilities of $207,133 is included in accrued expenses and liabilities. Total lease costs under operating leases amounted to $55,356 and $61,881 for the three months, and  $110,712 and $129,413  for the six months ended June 30, 2020 and 2019, respectively. Maturities of lease liabilities under these leases, which have a weighted average remaining term of 20.3 years, as of June 30, 2020 is:

 

 

 

 

Year Ending December 31,

    

 

    

2020 (remaining)

 

$

112,077

2021

 

 

212,026

2022

 

 

217,571

2023

 

 

219,140

2024 and thereafter

 

 

3,133,649

Total lease payments

 

 

3,894,463

Less imputed interest

 

 

(2,466,550)

Present value of lease liabilities

 

$

1,427,913

 

During the six months ended June 30, 2020, the Company recognized operating lease right of use assets in exchange for lease liabilities amounting to $412,647 and had operating cash flows of $43,020 and $46,044 for the three months, and $89,054 and $118,809 for the six months ended June 30, 2020 and 2019, respectively.

v3.20.2
Related Party Transactions
6 Months Ended
Jun. 30, 2020
Related Party Transactions  
Related Party Transactions

Note 14. Related Party Transactions

Related parties include Directors, Senior Management Officers, and shareholders, plus their immediate family, who own a 5% or greater ownership interest at the time of a transaction. Related parties also include GMG and its subsidiaries as a result of its 40% interest in Refuel America, LLC ("Refuel"), a consolidated entity of the Company.

During 2018 GMG acquired as regional waste management entity, Apple Valley Waste (“AVW”), with operations located in West Virginia, Maryland and Pennsylvania. As part of this acquisition, GMG also acquired AVW's interests in EWV that were contributed to Refuel. Prior to GMG’s acquisition of AVW and the Company’s investments and control acquisition of EWV, in order for EWV to receive the proceeds from the Entsorga West Virginia, LLC WVEDA Non-Recourse Solid Waste Disposal Revenue Bonds , EWV and AWV had entered into several agreements  relating to business services, solid waste delivery and disposal.

The table below presents the face amount of direct related party assets and liabilities and other transactions or conditions as of or during the periods indicated.

 

 

 

 

 

 

 

 

 

 

    

 

    

June 30,

    

December 31, 

 

 

 

 

2020

 

2019

Assets:

 

 

 

 

 

 

 

 

Accounts receivable

 

(a) (b)

 

$

2,102,095

 

$

1,370,867

Intangible assets, net, included in other assets

 

(c)

 

 

30,299

 

 

40,399

Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

(c) (d) (e) (f)

 

 

3,727,095

 

 

2,531,034

Accrued interest payable

 

 

 

 

134,758

 

 

46,796

Long term accrued interest

 

(g)

 

 

1,584,084

 

 

1,510,193

Advance from related party

 

(h)

 

 

935,000

 

 

210,000

Junior promissory note

 

(g)

 

 

960,367

 

 

949,434

Other:

 

 

 

 

 

 

 

 

Line of credit guarantee

 

(i)

 

 

1,497,950

 

 

1,479,848

 

The table below presents direct related party expenses or transactions for the three and six months ended June 30, 2020 and 2019. Compensation and related costs for employees of the Company are excluded from the table below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

Six months ended June 30, 

 

    

 

    

2020

    

2019

    

2020

    

2019

Management advisory and other fees

 

(a)

 

$

25,000

 

$

250,000

 

$

100,000

 

$

500,000

HEBioT revenue

 

(b)

 

 

448,079

 

 

275,142

 

 

855,770

 

 

275,142

Operating expenses - HEBioT

 

(d)

 

 

475,583

 

 

144,025

 

 

774,386

 

 

144,025

Operating expenses - Selling, general and administrative

 

(e)

 

 

16,358

 

 

11,041

 

 

41,514

 

 

22,033

Operating expenses - Selling, general and administrative

 

(c) (f)

 

 

110,683

 

 

124,229

 

 

221,366

 

 

174,524

Interest expense

 

 

 

 

99,073

 

 

59,767

 

 

197,021

 

 

118,087

Debt guarantee fees

 

(i)

 

 

16,875

 

 

16,875

 

 

33,750

 

 

33,750


Summary notes:

a -

Management Advisory Fees

    

f -

Business Services Fees

b -

HEBioT Disposal Revenues

 

g -

Junior Promissory Note

c -

Distribution Agreement

 

h -

Advances from Related Parties

d -

Disposal costs

 

i -

Line of Credit

e -

Facility Lease

 

 

 

 

Advances from Related Parties - The Company’s Chief Executive Officer (the “Officer”) on occasion  advances the Company funds for operating and capital purposes. The advances bear interest at 13% and are unsecured and due on demand. During the three and six months ended June 30,2020 the Officer advanced $0 and $1,000,000, respectively to the Company. During the three and six months ended June 30, 2020 the repayments amounted to $275,000. There are no financial covenants related to this advance and there are no formal commitments to extend any further advances. In addition, during the three months ended March 31, 2020 another officer advanced $200,000 to the Company  which was repaid during the three months ended June 30, 2020.

v3.20.2
Supplemental Consolidated Statement of Cash Flows Information
6 Months Ended
Jun. 30, 2020
Supplemental Consolidated Statement of Cash Flows Information  
Supplemental Consolidated Statement of Cash Flows Information

Note 15. Supplemental Consolidated Statement of Cash Flows Information

Changes in non-cash operating assets and liabilities, as well as other supplemental cash flow disclosures, are as follows.

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

    

2020

    

2019

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

$

(673,108)

 

$

(557,238)

Inventory

 

 

45,932

 

 

(93,088)

Prepaid expenses and other assets

 

 

(33,247)

 

 

28,943

Accounts payable

 

 

892,677

 

 

4,009,255

Accrued interest payable

 

 

237,596

 

 

280,391

Accrued expenses

 

 

149,877

 

 

(2,425,948)

Deferred revenue

 

 

13,682

 

 

6,583

Customer deposits

 

 

(39,902)

 

 

12,139

Net change in operating assets and liabilities

 

$

593,507

 

$

1,261,037

 

 

 

 

 

 

 

Supplementary cash flow information:

 

 

 

 

 

  

Cash paid during the periods for:

 

 

 

 

 

  

Interest

 

$

1,491,867

 

$

1,235,366

Income taxes

 

 

 —

 

 

 —

 

 

 

 

 

 

 

Supplementary Disclosure of Non-Cash Investing and Financing Activities:

 

 

  

 

 

 

Transfer of inventory to leased equipment

 

$

67,604

 

$

95,398

Common stock issued in settlement of accounts payable

 

 

 —

 

 

205,500

Accrual of Series A preferred stock dividends

 

 

35,109

 

 

36,744

Payment of Series A preferred stock dividends in common stock

 

 

25,000

 

 

 —

Acquisition of right of use leased asset and creation of lease liability

 

 

412,647

 

 

 —

 

 

 

 

 

 

 

Reconciliation of Cash and Restricted Cash:

 

 

  

 

 

 

Cash

 

$

342,182

 

$

1,654,672

Restricted cash (current)

 

 

1,237,097

 

 

2,148,163

Restricted cash (non-current)

 

 

2,646,381

 

 

2,546,037

Total cash and restricted cash at the end of the period

 

$

4,225,660

 

$

6,348,872

 

v3.20.2
Subsequent Events
6 Months Ended
Jun. 30, 2020
Subsequent Events  
Subsequent Events

Note 16. Subsequent Events

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the financial statements were available for issuance are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

Underwritten Public Offering - On July 27, 2020, BioHiTech Global, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC (“Maxim”), as representative of certain underwriters (the “Underwriters”). Pursuant to the terms and conditions of the Underwriting Agreement, we agreed to issue and sell 4,550,000 shares of our common stock, par value $0.0001 per share (the “Underwritten Shares”), at a price to the public of $1.81 per share. Pursuant to the Underwriting Agreement, we also granted the underwriter an option to purchase up to an additional 682,500 shares of our common stock (together with the Underwritten Shares, the “Shares”) within 45 days after the date of the Underwriting Agreement to cover over-allotments, if any. The final prospectus for the offering was filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended, on July 29, 2020 as Amendment No. 1 to Prospectus Supplement.

The offering was consummated on July 29, 2020. The Underwriters received underwriting commissions of 9% for $741,195, plus reimbursement of counsel fees in the amount of $65,000. Maxim acted as the lead book-running manager for the offering and Spartan Capital Securities, LLC acted as co-book-runner for the offering. In addition, we agreed to issue warrants to purchase 318,500 shares of our Common Stock to the Underwriters (the “Underwriters’ Warrants”), as a portion of the underwriting compensation payable to the underwriters in connection with this offering. The Underwriters’ Warrants will be exercisable for a period commencing 180 days following the closing of the offering and ending on the fifth anniversary of the closing date at an exercise price equal to $1.991 per share, or 110% of the offering price of the common stock. The Company agreed to grant the Underwriters piggy-back registration rights for five (5) years in the event we file certain registration statements for the registration of other shares of Common Stock.

The net proceeds to the Company after underwriter's commission and agreed upon customary fees and expenses were $7,429,305, before deducting the Company's legal and accounting expenses related to the Offering. The Company intends to use the net proceeds to fund general corporate purposes and to fund ongoing operations.

On August 11, 2020 the underwriter provided notice that they would be exercising their over-allotment provision of the Underwriting Agreement to purchase an additional 682,500 shares of the Company’s common stock at $1.81 per share for a gross purchase price of $1,235,325. The net proceeds to the Company, after underwriter’s commission and before other costs amount $1,124,146. This transaction was consummated on August 13, 2020.

v3.20.2
Condensed Consolidating Financial Information
6 Months Ended
Jun. 30, 2020
Condensed Consolidating Financial Information  
Condensed Consolidating Financial Information

Note 17. Condensed Consolidating Financial Information

The WVEDA Solid Waste Disposal Revenue Bond obligations of Entsorga West Virginia LLC are not guaranteed by its members, including the Company, however the membership interests of Entsorga West Virginia LLC are pledged, and the debt agreements provide restrictions prohibiting distributions to the members, including equity distributions or providing loans or advances to the members.

The following pages present the Company’s condensed consolidating balance sheet as of June 30, 2020 and December 31, 2019, the condensed consolidating statements of operations for the three and six months ended June 30, 2020 and 2019, and condensed consolidating cash flows for the six months ended June 30, 2020 and  2019 of Entsorga West Virginia LLC and the Parent consolidated with other Company subsidiaries not subject to the WVEDA Solid Waste Disposal Revenue Bond restrictions and the elimination entries necessary to present the Company’s financial statements on a consolidated basis. The following condensed consolidating financial information should be read in conjunction with the Company’s consolidated financial statements.

Condensed Consolidating Balance Sheet as of June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga

    

 

 

    

 

 

 

 

and other

 

West

 

 

 

 

 

 

 

 

Subsidiaries

 

Virginia LLC

 

Eliminations

 

Consolidated

Assets

 

 

  

 

 

  

 

 

  

 

 

  

Cash

 

$

342,182

 

$

 —

 

$

 —

 

$

342,182

Restricted cash

 

 

 —

 

 

1,237,097

 

 

 —

 

 

1,237,097

Other current assets

 

 

1,300,760

 

 

2,179,946

 

 

(140,812)

 

 

3,339,894

Current assets

 

 

1,642,942

 

 

3,417,043

 

 

(140,812)

 

 

4,919,173

Restricted cash

 

 

 —

 

 

2,646,381

 

 

 —

 

 

2,646,381

HEBioT facility and other fixed assets

 

 

1,561,360

 

 

36,568,063

 

 

 —

 

 

38,129,423

Operating lease right of use assets

 

 

412,647

 

 

891,495

 

 

 —

 

 

1,304,142

MBT facility development and license costs

 

 

6,291,425

 

 

1,732,500

 

 

 —

 

 

8,023,925

Investment in subsidiaries and intercompany accounts

 

 

13,827,026

 

 

 —

 

 

(13,827,026)

 

 

 —

Goodwill

 

 

 —

 

 

58,000

 

 

 —

 

 

58,000

Other assets

 

 

38,799

 

 

 —

 

 

 —

 

 

38,799

Total assets

 

$

23,774,199

 

$

45,313,482

 

$

(13,967,838)

 

$

55,119,843

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

  

 

 

  

 

 

 

 

 

 

Line of credit

 

$

1,497,950

 

$

 —

 

$

 —

 

$

1,497,950

Current portion of Debts and Bonds

 

 

5,427,354

 

 

2,860,000

 

 

 —

 

 

8,287,354

Other current liabilities

 

 

2,726,691

 

 

9,973,657

 

 

(3,472,335)

 

 

9,228,013

Current liabilities

 

 

9,651,995

 

 

12,833,657

 

 

(3,472,335)

 

 

19,013,317

Notes payable and other debts

 

 

1,323,866

 

 

 —

 

 

 —

 

 

1,323,866

Accrued interest

 

 

1,651,079

 

 

 —

 

 

 —

 

 

1,651,079

Non-current lease liabilities

 

 

302,003

 

 

918,777

 

 

 —

 

 

1,220,780

WV EDA bonds

 

 

 —

 

 

28,420,608

 

 

 —

 

 

28,420,608

Total liabilities

 

 

12,928,943

 

 

42,173,042

 

 

(3,472,335)

 

 

51,629,650

Redeemable preferred stock

 

 

726,553

 

 

 —

 

 

 —

 

 

726,553

Stockholder’s equity:

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to parent

 

 

(1,038,936)

 

 

 —

 

 

 —

 

 

(1,038,936)

Attributable to non-controlling interests

 

 

11,157,639

 

 

3,140,440

 

 

(10,495,503)

 

 

3,802,576

Stockholders’ equity

 

 

10,118,703

 

 

3,140,440

 

 

(10,495,503)

 

 

2,763,640

Total liabilities and stockholders’ equity

 

$

23,774,199

 

$

45,313,482

 

$

(13,967,838)

 

$

55,119,843

 

Condensed Consolidating Statement of Operations for the three months ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga

    

 

 

    

 

 

 

 

and other

 

West

 

 

 

 

 

 

 

 

Subsidiaries

 

Virginia LLC

 

Eliminations

 

Consolidated

Revenue

 

$

381,033

 

$

892,899

 

$

 —

 

$

1,273,932

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

HEBioT

 

 

 —

 

 

1,020,277

 

 

 —

 

 

1,020,277

Rental, service and maintenance expense

 

 

151,695

 

 

 —

 

 

 —

 

 

151,695

Equipment

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Selling, general and administrative

 

 

1,615,049

 

 

282,393

 

 

 —

 

 

1,897,442

Depreciation and amortization

 

 

124,612

 

 

445,152

 

 

 —

 

 

569,764

Total operating expenses

 

 

1,891,356

 

 

1,747,822

 

 

 —

 

 

3,639,178

Loss from operations

 

 

(1,510,323)

 

 

(854,923)

 

 

 —

 

 

(2,365,246)

Other (income) expenses, net

 

 

378,737

 

 

641,227

 

 

 —

 

 

1,019,964

Net loss

 

$

(1,889,060)

 

$

(1,496,150)

 

$

 —

 

$

(3,385,210)

 

Condensed Consolidating Statement of Operations for the six months ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga

    

 

 

    

 

 

 

 

and other

 

West

 

 

 

 

 

 

 

 

Subsidiaries

 

Virginia LLC

 

Eliminations

 

Consolidated

Revenue

 

$

1,250,242

 

$

1,383,031

 

$

 —

 

$

2,633,273

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

HEBioT

 

 

 —

 

 

1,832,704

 

 

 —

 

 

1,832,704

Rental, service and maintenance expense

 

 

412,530

 

 

 —

 

 

 —

 

 

412,530

Equipment

 

 

146,404

 

 

 —

 

 

 —

 

 

146,404

Selling, general and administrative

 

 

3,283,828

 

 

532,037

 

 

 —

 

 

3,815,865

Depreciation and amortization

 

 

249,346

 

 

935,620

 

 

 —

 

 

1,184,966

Total operating expenses

 

 

4,092,108

 

 

3,300,361

 

 

 —

 

 

7,392,469

Loss from operations

 

 

(2,841,866)

 

 

(1,917,330)

 

 

 —

 

 

(4,759,196)

Other (income) expenses, net

 

 

726,965

 

 

1,293,023

 

 

 —

 

 

2,019,988

Net loss

 

$

(3,568,831)

 

$

(3,210,353)

 

$

 —

 

$

(6,779,184)

 

Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga

    

 

 

    

 

 

 

 

and other

 

West

 

 

 

 

 

 

 

 

Subsidiaries

 

Virginia LLC

 

Eliminations

 

Consolidated

Cash flows used in operating activities:

 

 

  

 

 

  

 

 

  

 

 

  

Net loss

 

$

(3,568,831)

 

$

(3,210,353)

 

$

 —

 

$

(6,779,184)

Non-cash adjustments to reconcile net loss to net cash used in operations

 

 

1,259,695

 

 

1,013,371

 

 

 —

 

 

2,273,066

Changes in operating assets and liabilities

 

 

(1,845,609)

 

 

2,439,116

 

 

 —

 

 

593,507

Net cash used in operations

 

 

(4,154,745)

 

 

242,134

 

 

 —

 

 

(3,912,611)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow used in investing activities:

 

 

  

 

 

  

 

 

  

 

 

  

Purchases of construction in-progress, equipment, fixtures and vehicles

 

 

(2,649)

 

 

(48,082)

 

 

 —

 

 

(50,731)

Other investing activities

 

 

(31,996)

 

 

 —

 

 

 —

 

 

(31,996)

Net cash used in investing activities

 

 

(34,645)

 

 

(48,082)

 

 

 —

 

 

(82,727)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

  

 

 

  

 

 

 

 

 

  

Issuances of debt and equity

 

 

2,706,750

 

 

 —

 

 

 —

 

 

2,706,750

Repayments of debt

 

 

(2,496)

 

 

 —

 

 

 —

 

 

(2,496)

Net cash provided by financing activities

 

 

2,704,254

 

 

 —

 

 

 —

 

 

2,704,254

Effect of exchange rate on cash

 

 

(20,208)

 

 

 —

 

 

 —

 

 

(20,208)

Cash – beginning of period (restricted and unrestricted)

 

 

1,847,526

 

 

3,689,426

 

 

 —

 

 

5,536,952

Cash – end of period (restricted and unrestricted)

 

$

342,182

 

$

3,883,478

 

$

 —

 

$

4,225,660

 

Condensed Consolidating Balance Sheet as of December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga West

    

 

 

    

 

 

 

 

and other

 

Virginia

 

 

 

 

 

 

 

 

Subsidiaries

 

 LLC

 

Eliminations

 

Consolidated

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

1,847,526

 

$

 —

 

$

 —

 

$

1,847,526

Restricted cash

 

 

 —

 

 

1,133,581

 

 

 —

 

 

1,133,581

Other current assets

 

 

1,697,910

 

 

1,116,821

 

 

(64,669)

 

 

2,750,062

Current assets

 

 

3,545,436

 

 

2,250,402

 

 

(64,669)

 

 

5,731,169

Restricted cash

 

 

 —

 

 

2,555,845

 

 

 —

 

 

2,555,845

HEBioT facility and other fixed assets

 

 

1,753,730

 

 

37,392,601

 

 

 —

 

 

39,146,331

Operating lease right of use assets

 

 

48,021

 

 

897,026

 

 

 —

 

 

945,047

MBT facility development and license costs

 

 

6,254,429

 

 

1,795,500

 

 

 —

 

 

8,049,929

Investment in subsidiaries

 

 

10,864,783

 

 

 —

 

 

(10,864,783)

 

 

 —

Goodwill

 

 

 —

 

 

58,000

 

 

 —

 

 

58,000

Other assets

 

 

53,726

 

 

 —

 

 

 —

 

 

53,726

Total assets

 

$

22,520,125

 

$

44,949,374

 

$

(10,929,452)

 

$

56,540,047

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

  

 

 

  

 

 

  

 

 

  

Line of credit

 

$

1,479,848

 

$

 —

 

$

 —

 

$

1,479,848

Current portion of WV EDA Bonds

 

 

 —

 

 

1,390,000

 

 

 —

 

 

1,390,000

Other current liabilities

 

 

2,387,916

 

 

6,475,985

 

 

(650,894)

 

 

8,213,007

Current liabilities

 

 

3,867,764

 

 

7,865,985

 

 

(650,894)

 

 

11,082,855

Notes payable and other debts

 

 

5,118,125

 

 

 —

 

 

 —

 

 

5,118,125

Accrued interest

 

 

1,510,193

 

 

 —

 

 

 —

 

 

1,510,193

Non-current lease liabilities

 

 

 —

 

 

915,170

 

 

 —

 

 

915,170

WV EDA bonds

 

 

 —

 

 

29,817,426

 

 

 —

 

 

29,817,426

Total liabilities

 

 

10,496,082

 

 

38,598,581

 

 

(650,894)

 

 

48,443,769

Redeemable preferred stock

 

 

726,553

 

 

 —

 

 

 —

 

 

726,553

Stockholder’s equity:

 

 

 

 

 

 

 

 

  

 

 

  

Attributable to parent

 

 

2,024,143

 

 

 —

 

 

 —

 

 

2,024,143

Attributable to non-controlling interests

 

 

9,273,347

 

 

6,350,793

 

 

(10,278,558)

 

 

5,345,582

Stockholders’ equity

 

 

11,297,490

 

 

6,350,793

 

 

(10,278,558)

 

 

7,369,725

Total liabilities and stockholders’ equity

 

$

22,520,125

 

$

44,949,374

 

$

(10,929,452)

 

$

56,540,047

 

 

Condensed Consolidating Statement of Operations for the three months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent 

    

Entsorga 

    

 

 

    

 

 

 

 

and other

 

West 

 

 

 

 

 

 

 

 

Subsidiaries

 

Virginia LLC

 

Eliminations

 

Consolidated

Revenue

 

$

774,171

 

$

277,041

 

$

 —

 

$

1,051,212

Operating expenses

 

  

 

 

  

 

 

  

 

 

  

 

HEBioT

 

 

 —

 

 

493,546

 

 

 —

 

 

493,546

Rental, service and maintenance expense

 

 

128,311

 

 

 —

 

 

 —

 

 

128,311

Equipment sales

 

 

38,726

 

 

 —

 

 

 —

 

 

38,726

Selling, general and administrative

 

 

1,420,649

 

 

285,675

 

 

 —

 

 

1,706,324

Depreciation and amortization

 

 

119,504

 

 

490,469

 

 

 —

 

 

609,973

Total operating expenses

 

 

1,707,190

 

 

1,269,690

 

 

 —

 

 

2,976,880

Loss from operations

 

 

(933,019)

 

 

(992,649)

 

 

 —

 

 

(1,925,668)

Other expenses, net

 

 

142,699

 

 

732,943

 

 

86,362

 

 

962,004

Net loss

 

$

(1,075,718)

 

$

(1,725,592)

 

$

(86,362)

 

$

(2,887,672)

 

Condensed Consolidating Statement of Operations for the six months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga

    

 

 

    

 

 

 

 

and other

 

West

 

 

 

 

 

 

 

    

Subsidiaries

    

Virginia LLC

    

Eliminations

    

Consolidated

Revenue

 

$

1,511,872

 

$

277,041

 

$

 —

 

$

1,788,913

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

HEBioT

 

 

 —

 

 

493,546

 

 

 —

 

 

493,546

Rental, service and maintenance expense

 

 

331,514

 

 

 —

 

 

 —

 

 

331,514

Equipment sales

 

 

38,726

 

 

 —

 

 

 —

 

 

38,726

Selling, general and administrative

 

 

3,477,896

 

 

554,790

 

 

 —

 

 

4,032,686

Depreciation and amortization

 

 

248,943

 

 

490,469

 

 

 —

 

 

739,412

Total operating expenses

 

 

4,097,079

 

 

1,538,805

 

 

 —

 

 

5,635,884

Loss from operations

 

 

(2,585,207)

 

 

(1,261,764)

 

 

 —

 

 

(3,846,971)

Other expenses

 

 

454,686

 

 

760,820

 

 

86,362

 

 

1,301,868

Net loss

 

$

(3,039,893)

 

$

(2,022,584)

 

$

(86,362)

 

$

(5,148,839)

 

Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga

    

 

 

    

 

 

 

 

and other

 

West

 

 

 

 

 

 

 

 

Subsidiaries

 

Virginia LLC

 

Eliminations

 

Consolidated

Cash flows used in operating activities:

 

 

  

 

 

  

 

 

  

 

 

  

Net loss

 

$

(3,039,893)

 

$

(2,022,584)

 

$

(86,362)

 

$

(5,148,839)

Adjustments to reconcile net loss to net cash used in operations

 

 

1,232,948

 

 

549,437

 

 

86,362

 

 

1,868,747

Changes in operating assets and liabilities

 

 

17,817

 

 

1,243,220

 

 

 —

 

 

1,261,037

Net cash used in operations

 

 

(1,789,128)

 

 

(229,927)

 

 

 —

 

 

(2,019,055)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow used in investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Construction in process and acquisitions of property and equipment

 

 

 —

 

 

(4,164,691)

 

 

 —

 

 

(4,164,691)

Capital contribution to Entsorga West Virginia, LLC

 

 

(2,486,362)

 

 

 —

 

 

2,486,362

 

 

 —

Other investing activities

 

 

39,830

 

 

 —

 

 

 —

 

 

39,830

Net cash used in investing activities

 

 

(2,446,532)

 

 

(4,164,691)

 

 

2,486,362

 

 

(4,124,861)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Issuances of debt and equity

 

 

3,397,500

 

 

2,486,362

 

 

(2,486,362)

 

 

3,397,500

Repayments of debt

 

 

(4,549)

 

 

 —

 

 

 —

 

 

(4,549)

Deferred financing costs incurred

 

 

 —

 

 

(43,941)

 

 

 —

 

 

(43,941)

Net cash provided by financing activities

 

 

3,392,951

 

 

2,442,421

 

 

(2,486,362)

 

 

3,349,010

Effect of exchange rate on cash

 

 

17,398

 

 

 —

 

 

 —

 

 

17,398

Cash – beginning of period (restricted and unrestricted)

 

 

2,410,708

 

 

6,715,672

 

 

 —

 

 

9,126,380

Cash – end of period (restricted and unrestricted)

 

$

1,585,397

 

$

4,763,475

 

$

 —

 

$

6,348,872

 

v3.20.2
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2020
Summary of Significant Accounting Policies  
Recent Accounting Pronouncements:

Recent Accounting Pronouncements:

The Company has not implemented any recent accounting pronouncements during the six months ended June 30, 2020.

The Company has not implemented the following accounting standard:

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This standard requires an allowance to be recorded for all expected credit losses for certain financial assets. The new standard introduces an approach, based on expected losses, to estimate credit losses on certain types of financial instruments. ASU 2016-13 is effective for public companies for interim and annual period beginning December 15, 2020. Entities are required to apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial condition and results of operations.

There have been no other recent accounting pronouncements or changes in accounting pronouncements that have been issued but not yet adopted that are of significance, or potential significance, to the Company.

v3.20.2
Equipment on Operating Leases, net (Tables)
6 Months Ended
Jun. 30, 2020
Equipment on Operating Leases, net.  
Schedule of equipment on operating leases

Equipment on operating leases consist of the following:

 

 

 

 

 

 

 

 

    

June 30, 

    

December 31, 

 

 

2020

 

2019

Leased equipment

 

$

3,174,799

 

$

3,138,951

Less: accumulated depreciation

 

 

(1,637,657)

 

 

(1,413,953)

Total Equipment on Operating Leases, net

 

$

1,537,142

 

$

1,724,998

 

Schedule Of future minimum rental payments receivable for operating leases

The minimum future estimated contractual payments to be received under these leases as of June 30, 2020 is as follows:

 

 

 

 

Year ending December 31,

    

 

  

2020, remaining period

 

$

641,557

2021

 

 

943,555

2022

 

 

689,795

2023

 

 

411,264

2024 and thereafter

 

 

185,130

 

 

$

2,871,301

 

v3.20.2
HEBioT facility, equipment, fixtures and vehicles, net (Tables)
6 Months Ended
Jun. 30, 2020
HEBioT facility, equipment, fixtures and vehicles, net  
Schedule of HEBioT facility, equipment, fixtures and vehicles

HEBioT facility, equipment, fixtures and vehicles, net consist of the following:

 

 

 

 

 

 

 

 

 

    

June 30,

    

December 31,

 

    

2020

    

2019

HEBioT facility

 

$

31,172,856

 

$

31,142,974

HEBioT equipment

 

 

7,407,096

 

 

7,388,896

Computer software and hardware

 

 

115,068

 

 

112,629

Furniture and fixtures

 

 

48,196

 

 

48,196

Vehicles

 

 

50,319

 

 

50,319

 

 

 

38,793,535

 

 

38,743,014

Less: accumulated depreciation and amortization

 

 

(2,201,254)

 

 

(1,321,681)

Total HEBioT facility, equipment, fixtures and vehicles, net

 

$

36,592,281

 

$

37,421,333

 

v3.20.2
MBT Facility Development and License Costs (Tables)
6 Months Ended
Jun. 30, 2020
MBT Facility Development and License Costs  
Schedule of MBT facility development and license costs

MBT Facility Development and License Costs consist of the following:

 

 

 

 

 

 

 

 

    

June 30, 

    

December 31, 

 

 

2020

 

2019

MBT Projects

 

 

  

 

 

  

Survey and engineering

 

$

272,225

 

$

235,229

 

 

 

 

 

 

 

Technology Licenses

 

 

  

 

 

  

Future site

 

 

6,019,200

 

 

6,019,200

Martinsburg, West Virginia, net of $157,500 and $94,500 of amortization as of June 30, 2020 and December 31, 2019

 

 

1,732,500

 

 

1,795,500

Total Technology Licenses

 

 

7,751,700

 

 

7,814,700

Total MBT Facility Development and License Costs

 

$

8,023,925

 

$

8,049,929

 

v3.20.2
Line of Credit, Promissory Notes Payable, Notes Payable, Advances, and Long-Term Debts (Tables)
6 Months Ended
Jun. 30, 2020
Line of Credit, Promissory Notes Payable, Notes Payable, Advances, and Long-Term Debts  
Schedule of long-term debt

Line of Credit, Promissory Notes Payable, Notes Payable, Advances, and Long-Term Debts consist of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

December 31, 2019

 

 

 

 

 

Related

 

 

 

 

Related

 

    

Total

    

Party

    

Total

    

Party

Line of credit

 

$

1,497,950

 

$

 —

 

$

1,479,848

 

$

 —

Senior secured promissory note

 

 

4,324,243

 

 

 —

 

 

4,160,490

 

 

 —

Junior promissory note

 

 

960,367

 

 

960,367

 

 

949,434

 

 

949,434

Note payable under Payroll Protection Program

 

 

421,300

 

 

 —

 

 

 —

 

 

 —

Note payable

 

 

100,000

 

 

 —

 

 

100,000

 

 

 —

Advances from related parties (See Note 14 Related Parties)

 

 

935,000

 

 

935,000

 

 

210,000

 

 

210,000

Long term debt - current and long-term portion

 

 

10,310

 

 

 —

 

 

12,806

 

 

 —

 

Schedule of maturities of long-term debts

Contractual Maturities of Senior Secured, Junior Promissory, Notes Payable and Long Term Debt— As of June 30, 2020, excluding discounts and deferred finance costs, which are being amortized as interest expense, are as follow:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

 

Year Ending December 31,

    

Amortizing

    

Amortizing

    

Total

2020 (Remaining)

 

$

2,109

 

$

23,406

 

$

25,515

2021

 

 

4,380

 

 

2,155,866

 

 

2,160,246

2022

 

 

3,821

 

 

2,717,028

 

 

2,720,849

2023

 

 

 —

 

 

625,000

 

 

625,000

2024  and thereafter

 

 

 —

 

 

1,044,477

 

 

1,044,477

Total

 

$

10,310

 

$

6,565,777

 

$

6,576,087

 

v3.20.2
Entsorga West Virginia, LLC WVEDA Solid Waste Disposal Revenue Bonds (Tables)
6 Months Ended
Jun. 30, 2020
Entsorga West Virginia, LLC WVEDA Solid Waste Disposal Revenue Bonds  
Schedule of future sinking fund payments by the borrower

The future sinking fund payments by the Borrower as of June 30, 2020 are as follow:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2016 Issue

    

2016 Issue

    

2018 Issue

    

    

 

Year Ending December 31,

 

2026 Series

 

2036 Series

 

2036 Series

 

Total

2020 (remaining)

 

$

1,160,000

 

$

 —

 

$

230,000

 

$

1,390,000

2021

 

 

1,215,000

 

 

 —

 

 

255,000

 

 

1,470,000

2022

 

 

900,000

 

 

 —

 

 

275,000

 

 

1,175,000

2023

 

 

965,000

 

 

 —

 

 

300,000

 

 

1,265,000

2024 and thereafter

 

 

3,295,000

 

 

17,465,000

 

 

6,940,000

 

 

27,700,000

Total

 

$

7,535,000

 

$

17,465,000

 

$

8,000,000

 

$

33,000,000

 

v3.20.2
Equity and Equity Transactions (Tables)
6 Months Ended
Jun. 30, 2020
Equity and Equity Transactions  
Schedule of preferred units

As of June 30, 2020 and December 31, 2019,  17,809,592 and 17,300,899 shares of common stock have been issued; and 3,209,210 and 3,179,120 shares, respectively, of preferred stock have been designated in five series of shares, which have a total of $1,397,560 in accumulated, but undeclared preferential dividends as of June 30, 2020, as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Designated

 

Par

 

Stated

 

Shares Outstanding

Designation

    

Shares

    

Value

    

Value

    

June 30, 2020

    

December 31, 2019

Series A Convertible Preferred Stock

 

333,401

 

$

0.0001

 

$

5.00

 

145,312

 

145,312

Series B Convertible Preferred Stock

 

1,111,200

 

 

0.0001

 

$

5.00

 

 —

 

 —

Series C Convertible Preferred Stock

 

1,000,000

 

 

0.0001

 

$

10.00

 

427,500

 

427,500

Series D Convertible Preferred Stock

 

20,000

 

 

0.0001

 

$

100.00

 

18,850

 

18,850

Series E Convertible Preferred Stock

 

714,519

 

 

0.0001

 

$

2.64

 

264,519

 

264,519

Series F Convertible Preferred Stock

 

30,090

 

 

0.0001

 

$

115.00

 

13,611

 

 —

 

Schedule of share-based compensation, activity

the Company has warrants to acquire 4,207,695 shares of the Company’s common stock outstanding as of June 30, 2020, as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

Expiring During the Year

 

 

 

Exercise Price

 

 

Average Exercises

Ending December 31,

    

Warrant Shares

    

per Share

    

Price per Share

2021

 

1,701,827

$

3.30 - $3.75

 

$

3.30

2022

 

1,253,149

$

1.80 - $5.00

 

$

2.89

2023

 

740,749

$

1.80

 

$

1.80

2024

 

269,293

$

1.80

 

$

1.80

2025

 

242,677

$

2.25 - $2.30

 

$

2.29

 

Schedule of warrants or rights outstanding

The following table summarizes the outstanding warrant activity for the six months ended June 30, 2020:

 

 

 

Outstanding, January 1, 2020

    

4,674,261

Issued as a result of Series F Convertible Preferred Stock offering

 

186,347

Exercised

 

(630,053)

Expired

 

(22,860)

Outstanding, June 30, 2020

 

4,207,695

 

v3.20.2
Equity Incentive Plans (Tables)
6 Months Ended
Jun. 30, 2020
Equity Incentive Plans  
Schedule of compensation expenses related to stock options and restricted stock

Compensation expense related to stock options and restricted stock was:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

Six months ended June 30, 

 

    

2020

    

2019

    

2020

    

2019

Stock options

 

$

41,318

 

$

14,363

 

$

89,778

 

$

72,751

Restricted stock

 

 

271,099

 

 

219,492

 

 

502,844

 

 

458,852

Total

 

$

312,417

 

$

233,855

 

$

592,622

 

$

531,603

 

Compensation expense related to stock options and restricted stock for are reflected in the following captions within operating expenses in the condensed consolidated statements of operations and comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

Six months ended June 30, 

 

    

2020

    

2019

    

2020

    

2019

Rental, service and maintenance

 

$

3,003

 

$

3,317

 

$

6,320

 

$

9,072

Selling, general and administrative

 

 

309,414

 

 

230,538

 

 

586,302

 

 

522,531

Total

 

$

312,417

 

$

233,855

 

$

592,622

 

$

531,603

 

Schedule of restricted stock

The following summarizes the Company’s stock option activity for the six months ended June 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Weighted

    

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Weighted

 

Remaining

 

 

 

 

 

 

Average

 

Contractual

 

 

 

 

Number of

 

Exercise

 

Life

 

Aggregate

 

    

Options

    

Price

    

(in Years)

    

Intrinsic Value

Outstanding – January 1, 2020

 

363,826

 

$

3.71

 

7.34

 

 —

Granted

 

155,450

 

 

2.00

 

 —

 

 —

Exercised

 

 —

 

 

 —

 

 —

 

 —

Forfeited, Canceled or Expired

 

(10,000)

 

 

3.68

 

 —

 

 —

Outstanding – June 30, 2020

 

509,276

 

 

3.19

 

7.66

 

 —

Exercisable – June 30, 2020

 

327,611

 

 

3.61

 

6.82

 

 —

 

The following summarizes the Company’s restricted stock unit activity for the six months ended June 30, 2020:

 

 

 

 

Balance, January 1, 2020

    

291,730

Grants

 

269,060

Forfeited

 

 —

Vested

 

(122,561)

Balance, June 30, 2020

 

438,229

 

v3.20.2
Revenue (Tables)
6 Months Ended
Jun. 30, 2020
Revenue  
Schedule of disaggregation of revenue

Disaggregation of Revenue — The disaggregation of revenue is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three months ended June 30,

 

Six months ended June 30,

 

    

2020

    

2019

    

2020

    

2019

Revenue Type:

 

 

  

 

 

  

 

 

  

 

 

  

Rental of digesters

 

$

312,279

 

$

350,187

 

$

698,533

 

$

691,852

Services

 

 

576,405

 

 

599,052

 

 

1,177,838

 

 

972,027

Product sales

 

 

385,248

 

 

101,973

 

 

756,902

 

 

125,034

Total

 

$

1,273,932

 

$

1,051,212

 

$

2,633,273

 

$

1,788,913

 

v3.20.2
Risk Concentrations (Tables)
6 Months Ended
Jun. 30, 2020
Risk Concentrations  
Schedule of revenue from external customers by geographic areas

The Company operates as a single segment on a worldwide basis through its subsidiaries, resellers and independent sales agents. Gross revenues and net non-current tangible assets on a domestic and international basis are as follows:

 

 

 

 

 

 

 

 

 

 

 

    

United

    

 

 

    

 

 

 

 

States

 

International

 

Total

2020:

 

 

 

 

 

 

 

 

 

Revenue, for the six months ended June 30, 2020

 

$

2,447,633

 

$

185,640

 

$

2,633,273

Revenue, for the three months ended June 30, 2020

 

 

1,221,723

 

 

52,209

 

 

1,273,932

Non-current tangible assets, as of June 30, 2020

 

 

37,838,232

 

 

299,691

 

 

38,137,923

 

 

 

 

 

 

 

 

 

 

2019:

 

 

  

 

 

  

 

 

  

Revenue, for the six months ended June 30, 2019

 

$

1,546,278

 

$

242,635

 

$

1,788,913

Revenue, for the three months ended June 30, 2019

 

 

904,632

 

 

146,580

 

 

1,051,212

Non-current tangible assets, as of December 31, 2019

 

 

38,803,833

 

 

355,825

 

 

39,159,658

 

v3.20.2
Leases (Tables)
6 Months Ended
Jun. 30, 2020
Leases  
Schedule of maturities of lease liabilities

Maturities of lease liabilities under these leases, which have a weighted average remaining term of 20.3 years, as of June 30, 2020 is:

 

 

 

 

Year Ending December 31,

    

 

    

2020 (remaining)

 

$

112,077

2021

 

 

212,026

2022

 

 

217,571

2023

 

 

219,140

2024 and thereafter

 

 

3,133,649

Total lease payments

 

 

3,894,463

Less imputed interest

 

 

(2,466,550)

Present value of lease liabilities

 

$

1,427,913

 

v3.20.2
Related Party Transactions (Tables)
6 Months Ended
Jun. 30, 2020
Related Party Transactions  
Schedule of related party transactions

The table below presents the face amount of direct related party assets and liabilities and other transactions or conditions as of or during the periods indicated.

 

 

 

 

 

 

 

 

 

 

    

 

    

June 30,

    

December 31, 

 

 

 

 

2020

 

2019

Assets:

 

 

 

 

 

 

 

 

Accounts receivable

 

(a) (b)

 

$

2,102,095

 

$

1,370,867

Intangible assets, net, included in other assets

 

(c)

 

 

30,299

 

 

40,399

Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

(c) (d) (e) (f)

 

 

3,727,095

 

 

2,531,034

Accrued interest payable

 

 

 

 

134,758

 

 

46,796

Long term accrued interest

 

(g)

 

 

1,584,084

 

 

1,510,193

Advance from related party

 

(h)

 

 

935,000

 

 

210,000

Junior promissory note

 

(g)

 

 

960,367

 

 

949,434

Other:

 

 

 

 

 

 

 

 

Line of credit guarantee

 

(i)

 

 

1,497,950

 

 

1,479,848

 

The table below presents direct related party expenses or transactions for the three and six months ended June 30, 2020 and 2019. Compensation and related costs for employees of the Company are excluded from the table below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 

 

Six months ended June 30, 

 

    

 

    

2020

    

2019

    

2020

    

2019

Management advisory and other fees

 

(a)

 

$

25,000

 

$

250,000

 

$

100,000

 

$

500,000

HEBioT revenue

 

(b)

 

 

448,079

 

 

275,142

 

 

855,770

 

 

275,142

Operating expenses - HEBioT

 

(d)

 

 

475,583

 

 

144,025

 

 

774,386

 

 

144,025

Operating expenses - Selling, general and administrative

 

(e)

 

 

16,358

 

 

11,041

 

 

41,514

 

 

22,033

Operating expenses - Selling, general and administrative

 

(c) (f)

 

 

110,683

 

 

124,229

 

 

221,366

 

 

174,524

Interest expense

 

 

 

 

99,073

 

 

59,767

 

 

197,021

 

 

118,087

Debt guarantee fees

 

(i)

 

 

16,875

 

 

16,875

 

 

33,750

 

 

33,750


Summary notes:

a -

Management Advisory Fees

    

f -

Business Services Fees

b -

HEBioT Disposal Revenues

 

g -

Junior Promissory Note

c -

Distribution Agreement

 

h -

Advances from Related Parties

d -

Disposal costs

 

i -

Line of Credit

e -

Facility Lease

 

 

 

 

v3.20.2
Supplemental Consolidated Statement of Cash Flows Information (Tables)
6 Months Ended
Jun. 30, 2020
Supplemental Consolidated Statement of Cash Flows Information  
Schedule of supplemental cash flow

Changes in non-cash operating assets and liabilities, as well as other supplemental cash flow disclosures, are as follows.

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

    

2020

    

2019

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

$

(673,108)

 

$

(557,238)

Inventory

 

 

45,932

 

 

(93,088)

Prepaid expenses and other assets

 

 

(33,247)

 

 

28,943

Accounts payable

 

 

892,677

 

 

4,009,255

Accrued interest payable

 

 

237,596

 

 

280,391

Accrued expenses

 

 

149,877

 

 

(2,425,948)

Deferred revenue

 

 

13,682

 

 

6,583

Customer deposits

 

 

(39,902)

 

 

12,139

Net change in operating assets and liabilities

 

$

593,507

 

$

1,261,037

 

 

 

 

 

 

 

Supplementary cash flow information:

 

 

 

 

 

  

Cash paid during the periods for:

 

 

 

 

 

  

Interest

 

$

1,491,867

 

$

1,235,366

Income taxes

 

 

 —

 

 

 —

 

 

 

 

 

 

 

Supplementary Disclosure of Non-Cash Investing and Financing Activities:

 

 

  

 

 

 

Transfer of inventory to leased equipment

 

$

67,604

 

$

95,398

Common stock issued in settlement of accounts payable

 

 

 —

 

 

205,500

Accrual of Series A preferred stock dividends

 

 

35,109

 

 

36,744

Payment of Series A preferred stock dividends in common stock

 

 

25,000

 

 

 —

Acquisition of right of use leased asset and creation of lease liability

 

 

412,647

 

 

 —

 

 

 

 

 

 

 

Reconciliation of Cash and Restricted Cash:

 

 

  

 

 

 

Cash

 

$

342,182

 

$

1,654,672

Restricted cash (current)

 

 

1,237,097

 

 

2,148,163

Restricted cash (non-current)

 

 

2,646,381

 

 

2,546,037

Total cash and restricted cash at the end of the period

 

$

4,225,660

 

$

6,348,872

 

v3.20.2
Condensed Consolidating Financial Information (Tables)
6 Months Ended
Jun. 30, 2020
Condensed Consolidating Financial Information  
Schedule of condensed financial statements

Condensed Consolidating Balance Sheet as of June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga

    

 

 

    

 

 

 

 

and other

 

West

 

 

 

 

 

 

 

 

Subsidiaries

 

Virginia LLC

 

Eliminations

 

Consolidated

Assets

 

 

  

 

 

  

 

 

  

 

 

  

Cash

 

$

342,182

 

$

 —

 

$

 —

 

$

342,182

Restricted cash

 

 

 —

 

 

1,237,097

 

 

 —

 

 

1,237,097

Other current assets

 

 

1,300,760

 

 

2,179,946

 

 

(140,812)

 

 

3,339,894

Current assets

 

 

1,642,942

 

 

3,417,043

 

 

(140,812)

 

 

4,919,173

Restricted cash

 

 

 —

 

 

2,646,381

 

 

 —

 

 

2,646,381

HEBioT facility and other fixed assets

 

 

1,561,360

 

 

36,568,063

 

 

 —

 

 

38,129,423

Operating lease right of use assets

 

 

412,647

 

 

891,495

 

 

 —

 

 

1,304,142

MBT facility development and license costs

 

 

6,291,425

 

 

1,732,500

 

 

 —

 

 

8,023,925

Investment in subsidiaries and intercompany accounts

 

 

13,827,026

 

 

 —

 

 

(13,827,026)

 

 

 —

Goodwill

 

 

 —

 

 

58,000

 

 

 —

 

 

58,000

Other assets

 

 

38,799

 

 

 —

 

 

 —

 

 

38,799

Total assets

 

$

23,774,199

 

$

45,313,482

 

$

(13,967,838)

 

$

55,119,843

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

  

 

 

  

 

 

 

 

 

 

Line of credit

 

$

1,497,950

 

$

 —

 

$

 —

 

$

1,497,950

Current portion of Debts and Bonds

 

 

5,427,354

 

 

2,860,000

 

 

 —

 

 

8,287,354

Other current liabilities

 

 

2,726,691

 

 

9,973,657

 

 

(3,472,335)

 

 

9,228,013

Current liabilities

 

 

9,651,995

 

 

12,833,657

 

 

(3,472,335)

 

 

19,013,317

Notes payable and other debts

 

 

1,323,866

 

 

 —

 

 

 —

 

 

1,323,866

Accrued interest

 

 

1,651,079

 

 

 —

 

 

 —

 

 

1,651,079

Non-current lease liabilities

 

 

302,003

 

 

918,777

 

 

 —

 

 

1,220,780

WV EDA bonds

 

 

 —

 

 

28,420,608

 

 

 —

 

 

28,420,608

Total liabilities

 

 

12,928,943

 

 

42,173,042

 

 

(3,472,335)

 

 

51,629,650

Redeemable preferred stock

 

 

726,553

 

 

 —

 

 

 —

 

 

726,553

Stockholder’s equity:

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to parent

 

 

(1,038,936)

 

 

 —

 

 

 —

 

 

(1,038,936)

Attributable to non-controlling interests

 

 

11,157,639

 

 

3,140,440

 

 

(10,495,503)

 

 

3,802,576

Stockholders’ equity

 

 

10,118,703

 

 

3,140,440

 

 

(10,495,503)

 

 

2,763,640

Total liabilities and stockholders’ equity

 

$

23,774,199

 

$

45,313,482

 

$

(13,967,838)

 

$

55,119,843

 


Condensed Consolidating Balance Sheet as of December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga West

    

 

 

    

 

 

 

 

and other

 

Virginia

 

 

 

 

 

 

 

 

Subsidiaries

 

 LLC

 

Eliminations

 

Consolidated

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

1,847,526

 

$

 —

 

$

 —

 

$

1,847,526

Restricted cash

 

 

 —

 

 

1,133,581

 

 

 —

 

 

1,133,581

Other current assets

 

 

1,697,910

 

 

1,116,821

 

 

(64,669)

 

 

2,750,062

Current assets

 

 

3,545,436

 

 

2,250,402

 

 

(64,669)

 

 

5,731,169

Restricted cash

 

 

 —

 

 

2,555,845

 

 

 —

 

 

2,555,845

HEBioT facility and other fixed assets

 

 

1,753,730

 

 

37,392,601

 

 

 —

 

 

39,146,331

Operating lease right of use assets

 

 

48,021

 

 

897,026

 

 

 —

 

 

945,047

MBT facility development and license costs

 

 

6,254,429

 

 

1,795,500

 

 

 —

 

 

8,049,929

Investment in subsidiaries

 

 

10,864,783

 

 

 —

 

 

(10,864,783)

 

 

 —

Goodwill

 

 

 —

 

 

58,000

 

 

 —

 

 

58,000

Other assets

 

 

53,726

 

 

 —

 

 

 —

 

 

53,726

Total assets

 

$

22,520,125

 

$

44,949,374

 

$

(10,929,452)

 

$

56,540,047

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

  

 

 

  

 

 

  

 

 

  

Line of credit

 

$

1,479,848

 

$

 —

 

$

 —

 

$

1,479,848

Current portion of WV EDA Bonds

 

 

 —

 

 

1,390,000

 

 

 —

 

 

1,390,000

Other current liabilities

 

 

2,387,916

 

 

6,475,985

 

 

(650,894)

 

 

8,213,007

Current liabilities

 

 

3,867,764

 

 

7,865,985

 

 

(650,894)

 

 

11,082,855

Notes payable and other debts

 

 

5,118,125

 

 

 —

 

 

 —

 

 

5,118,125

Accrued interest

 

 

1,510,193

 

 

 —

 

 

 —

 

 

1,510,193

Non-current lease liabilities

 

 

 —

 

 

915,170

 

 

 —

 

 

915,170

WV EDA bonds

 

 

 —

 

 

29,817,426

 

 

 —

 

 

29,817,426

Total liabilities

 

 

10,496,082

 

 

38,598,581

 

 

(650,894)

 

 

48,443,769

Redeemable preferred stock

 

 

726,553

 

 

 —

 

 

 —

 

 

726,553

Stockholder’s equity:

 

 

 

 

 

 

 

 

  

 

 

  

Attributable to parent

 

 

2,024,143

 

 

 —

 

 

 —

 

 

2,024,143

Attributable to non-controlling interests

 

 

9,273,347

 

 

6,350,793

 

 

(10,278,558)

 

 

5,345,582

Stockholders’ equity

 

 

11,297,490

 

 

6,350,793

 

 

(10,278,558)

 

 

7,369,725

Total liabilities and stockholders’ equity

 

$

22,520,125

 

$

44,949,374

 

$

(10,929,452)

 

$

56,540,047

 

Schedule of condensed income statement

Condensed Consolidating Statement of Operations for the three months ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga

    

 

 

    

 

 

 

 

and other

 

West

 

 

 

 

 

 

 

 

Subsidiaries

 

Virginia LLC

 

Eliminations

 

Consolidated

Revenue

 

$

381,033

 

$

892,899

 

$

 —

 

$

1,273,932

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

HEBioT

 

 

 —

 

 

1,020,277

 

 

 —

 

 

1,020,277

Rental, service and maintenance expense

 

 

151,695

 

 

 —

 

 

 —

 

 

151,695

Equipment

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Selling, general and administrative

 

 

1,615,049

 

 

282,393

 

 

 —

 

 

1,897,442

Depreciation and amortization

 

 

124,612

 

 

445,152

 

 

 —

 

 

569,764

Total operating expenses

 

 

1,891,356

 

 

1,747,822

 

 

 —

 

 

3,639,178

Loss from operations

 

 

(1,510,323)

 

 

(854,923)

 

 

 —

 

 

(2,365,246)

Other (income) expenses, net

 

 

378,737

 

 

641,227

 

 

 —

 

 

1,019,964

Net loss

 

$

(1,889,060)

 

$

(1,496,150)

 

$

 —

 

$

(3,385,210)

 

Condensed Consolidating Statement of Operations for the six months ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga

    

 

 

    

 

 

 

 

and other

 

West

 

 

 

 

 

 

 

 

Subsidiaries

 

Virginia LLC

 

Eliminations

 

Consolidated

Revenue

 

$

1,250,242

 

$

1,383,031

 

$

 —

 

$

2,633,273

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

HEBioT

 

 

 —

 

 

1,832,704

 

 

 —

 

 

1,832,704

Rental, service and maintenance expense

 

 

412,530

 

 

 —

 

 

 —

 

 

412,530

Equipment

 

 

146,404

 

 

 —

 

 

 —

 

 

146,404

Selling, general and administrative

 

 

3,283,828

 

 

532,037

 

 

 —

 

 

3,815,865

Depreciation and amortization

 

 

249,346

 

 

935,620

 

 

 —

 

 

1,184,966

Total operating expenses

 

 

4,092,108

 

 

3,300,361

 

 

 —

 

 

7,392,469

Loss from operations

 

 

(2,841,866)

 

 

(1,917,330)

 

 

 —

 

 

(4,759,196)

Other (income) expenses, net

 

 

726,965

 

 

1,293,023

 

 

 —

 

 

2,019,988

Net loss

 

$

(3,568,831)

 

$

(3,210,353)

 

$

 —

 

$

(6,779,184)

 


Condensed Consolidating Statement of Operations for the three months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent 

    

Entsorga 

    

 

 

    

 

 

 

 

and other

 

West 

 

 

 

 

 

 

 

 

Subsidiaries

 

Virginia LLC

 

Eliminations

 

Consolidated

Revenue

 

$

774,171

 

$

277,041

 

$

 —

 

$

1,051,212

Operating expenses

 

  

 

 

  

 

 

  

 

 

  

 

HEBioT

 

 

 —

 

 

493,546

 

 

 —

 

 

493,546

Rental, service and maintenance expense

 

 

128,311

 

 

 —

 

 

 —

 

 

128,311

Equipment sales

 

 

38,726

 

 

 —

 

 

 —

 

 

38,726

Selling, general and administrative

 

 

1,420,649

 

 

285,675

 

 

 —

 

 

1,706,324

Depreciation and amortization

 

 

119,504

 

 

490,469

 

 

 —

 

 

609,973

Total operating expenses

 

 

1,707,190

 

 

1,269,690

 

 

 —

 

 

2,976,880

Loss from operations

 

 

(933,019)

 

 

(992,649)

 

 

 —

 

 

(1,925,668)

Other expenses, net

 

 

142,699

 

 

732,943

 

 

86,362

 

 

962,004

Net loss

 

$

(1,075,718)

 

$

(1,725,592)

 

$

(86,362)

 

$

(2,887,672)

 

Condensed Consolidating Statement of Operations for the six months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga

    

 

 

    

 

 

 

 

and other

 

West

 

 

 

 

 

 

 

    

Subsidiaries

    

Virginia LLC

    

Eliminations

    

Consolidated

Revenue

 

$

1,511,872

 

$

277,041

 

$

 —

 

$

1,788,913

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

HEBioT

 

 

 —

 

 

493,546

 

 

 —

 

 

493,546

Rental, service and maintenance expense

 

 

331,514

 

 

 —

 

 

 —

 

 

331,514

Equipment sales

 

 

38,726

 

 

 —

 

 

 —

 

 

38,726

Selling, general and administrative

 

 

3,477,896

 

 

554,790

 

 

 —

 

 

4,032,686

Depreciation and amortization

 

 

248,943

 

 

490,469

 

 

 —

 

 

739,412

Total operating expenses

 

 

4,097,079

 

 

1,538,805

 

 

 —

 

 

5,635,884

Loss from operations

 

 

(2,585,207)

 

 

(1,261,764)

 

 

 —

 

 

(3,846,971)

Other expenses

 

 

454,686

 

 

760,820

 

 

86,362

 

 

1,301,868

Net loss

 

$

(3,039,893)

 

$

(2,022,584)

 

$

(86,362)

 

$

(5,148,839)

 

Schedule of condensed cash flow Statement

Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga

    

 

 

    

 

 

 

 

and other

 

West

 

 

 

 

 

 

 

 

Subsidiaries

 

Virginia LLC

 

Eliminations

 

Consolidated

Cash flows used in operating activities:

 

 

  

 

 

  

 

 

  

 

 

  

Net loss

 

$

(3,568,831)

 

$

(3,210,353)

 

$

 —

 

$

(6,779,184)

Non-cash adjustments to reconcile net loss to net cash used in operations

 

 

1,259,695

 

 

1,013,371

 

 

 —

 

 

2,273,066

Changes in operating assets and liabilities

 

 

(1,845,609)

 

 

2,439,116

 

 

 —

 

 

593,507

Net cash used in operations

 

 

(4,154,745)

 

 

242,134

 

 

 —

 

 

(3,912,611)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow used in investing activities:

 

 

  

 

 

  

 

 

  

 

 

  

Purchases of construction in-progress, equipment, fixtures and vehicles

 

 

(2,649)

 

 

(48,082)

 

 

 —

 

 

(50,731)

Other investing activities

 

 

(31,996)

 

 

 —

 

 

 —

 

 

(31,996)

Net cash used in investing activities

 

 

(34,645)

 

 

(48,082)

 

 

 —

 

 

(82,727)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

  

 

 

  

 

 

 

 

 

  

Issuances of debt and equity

 

 

2,706,750

 

 

 —

 

 

 —

 

 

2,706,750

Repayments of debt

 

 

(2,496)

 

 

 —

 

 

 —

 

 

(2,496)

Net cash provided by financing activities

 

 

2,704,254

 

 

 —

 

 

 —

 

 

2,704,254

Effect of exchange rate on cash

 

 

(20,208)

 

 

 —

 

 

 —

 

 

(20,208)

Cash – beginning of period (restricted and unrestricted)

 

 

1,847,526

 

 

3,689,426

 

 

 —

 

 

5,536,952

Cash – end of period (restricted and unrestricted)

 

$

342,182

 

$

3,883,478

 

$

 —

 

$

4,225,660

 


Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Parent

    

Entsorga

    

 

 

    

 

 

 

 

and other

 

West

 

 

 

 

 

 

 

 

Subsidiaries

 

Virginia LLC

 

Eliminations

 

Consolidated

Cash flows used in operating activities:

 

 

  

 

 

  

 

 

  

 

 

  

Net loss

 

$

(3,039,893)

 

$

(2,022,584)

 

$

(86,362)

 

$

(5,148,839)

Adjustments to reconcile net loss to net cash used in operations

 

 

1,232,948

 

 

549,437

 

 

86,362

 

 

1,868,747

Changes in operating assets and liabilities

 

 

17,817

 

 

1,243,220

 

 

 —

 

 

1,261,037

Net cash used in operations

 

 

(1,789,128)

 

 

(229,927)

 

 

 —

 

 

(2,019,055)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow used in investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Construction in process and acquisitions of property and equipment

 

 

 —

 

 

(4,164,691)

 

 

 —

 

 

(4,164,691)

Capital contribution to Entsorga West Virginia, LLC

 

 

(2,486,362)

 

 

 —

 

 

2,486,362

 

 

 —

Other investing activities

 

 

39,830

 

 

 —

 

 

 —

 

 

39,830

Net cash used in investing activities

 

 

(2,446,532)

 

 

(4,164,691)

 

 

2,486,362

 

 

(4,124,861)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Issuances of debt and equity

 

 

3,397,500

 

 

2,486,362

 

 

(2,486,362)

 

 

3,397,500

Repayments of debt

 

 

(4,549)

 

 

 —

 

 

 —

 

 

(4,549)

Deferred financing costs incurred

 

 

 —

 

 

(43,941)

 

 

 —

 

 

(43,941)

Net cash provided by financing activities

 

 

3,392,951

 

 

2,442,421

 

 

(2,486,362)

 

 

3,349,010

Effect of exchange rate on cash

 

 

17,398

 

 

 —

 

 

 —

 

 

17,398

Cash – beginning of period (restricted and unrestricted)

 

 

2,410,708

 

 

6,715,672

 

 

 —

 

 

9,126,380

Cash – end of period (restricted and unrestricted)

 

$

1,585,397

 

$

4,763,475

 

$

 —

 

$

6,348,872

 

v3.20.2
Basis of Presentation and Going Concern (Details) - USD ($)
2 Months Ended 3 Months Ended 6 Months Ended
Aug. 13, 2020
Aug. 11, 2020
Jul. 29, 2020
Jul. 27, 2020
May 13, 2019
Apr. 30, 2020
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Apr. 06, 2020
Mar. 31, 2020
Dec. 31, 2019
Mar. 31, 2019
Dec. 31, 2018
Basis Of Presentation And Going Concern [Line Items]                              
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest             $ 3,385,210 $ 2,887,672 $ 6,779,184 $ 5,148,839          
Operating Income (Loss)             2,365,246 1,925,668 4,759,196 3,846,971          
Net Cash Provided by (Used in) Operating Activities                 (3,912,611) (2,019,055)          
Working Capital Deficit                 14,094,144            
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest             2,763,640   2,763,640       $ 7,369,725    
Stockholders' Equity Attributable to Parent             (1,038,936) $ 1,880,500 (1,038,936) $ 1,880,500   $ 1,264,636 $ 2,024,143 $ 2,486,715 $ 3,405,551
Application amount approved and funded under paycheck protection program         $ 421,300                    
Proceeds from Issuance of Convertible Preferred Stock           $ 1,560,450                  
Senior Notes, Current             $ 4,324,243   $ 4,324,243            
Common Stock, Par or Stated Value Per Share             $ 0.0001   $ 0.0001   $ 2.30   $ 0.0001    
Refuel America LLC [Member]                              
Basis Of Presentation And Going Concern [Line Items]                              
Equity Method Investment, Ownership Percentage             60.00%   60.00%       60.00%    
Entsorgia West Virginia LLC [Member]                              
Basis Of Presentation And Going Concern [Line Items]                              
Equity Method Investment, Ownership Percentage             88.70% 86.10% 88.70% 86.10%     88.70%    
Subsequent events                              
Basis Of Presentation And Going Concern [Line Items]                              
Proceeds from common stock issuance, net of offering costs     $ 7,429,305 $ 8,235,500                      
Subsequent events | Underwriting Agreement [Member]                              
Basis Of Presentation And Going Concern [Line Items]                              
Sale of Stock, Number of Shares Issued in Transaction 682,500 682,500   4,550,000                      
Gross Purchase Price $ 1,235,325 $ 1,235,325                          
Common Stock, Par or Stated Value Per Share $ 1.81 $ 1.81   $ 1.81                      
Amount After Underwriters Commission and Before Other Cost $ 1,124,146                            
Common Stock [Member] | IPO [Member]                              
Basis Of Presentation And Going Concern [Line Items]                              
Stock Issued During Period, Shares, New Issues       4,550,000                      
v3.20.2
Equipment on Operating Leases, net (Details) - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Less: accumulated depreciation $ (2,201,254) $ (1,321,681)
Total Equipment on Operating Leases, net 1,537,142 1,724,998
Assets Held under Operating Leases [Member]    
Leased equipment 3,174,799 3,138,951
Less: accumulated depreciation (1,637,657) (1,413,953)
Total Equipment on Operating Leases, net $ 1,537,142 $ 1,724,998
v3.20.2
Equipment on Operating Leases, net - Minimum Future Estimated Contractual Payments to be Received (Details)
Jun. 30, 2020
USD ($)
Equipment on Operating Leases, net.  
2020, remaining period $ 641,557
2021 943,555
2022 689,795
2023 411,264
2024 and thereafter 185,130
Total minimum lease income $ 2,871,301
v3.20.2
Equipment on Operating Leases, net - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Leases        
Operating Leases, Income Statement, Lease Revenue, Total $ 312,278 $ 350,187 $ 698,532 $ 691,852
Depreciation $ 116,272 $ 103,764 $ 232,138 $ 205,266
v3.20.2
HEBioT facility, equipment, fixtures and vehicles, net (Details) - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Property, Plant and Equipment [Line Items]    
Plant and Equipment, Gross $ 38,793,535 $ 38,743,014
Less: accumulated depreciation and amortization (2,201,254) (1,321,681)
Total HEBioT facility, equipment, fixtures and vehicles, net 36,592,281 37,421,333
HEBioT facility    
Property, Plant and Equipment [Line Items]    
Plant and Equipment, Gross 31,172,856 31,142,974
HEBiot equipment    
Property, Plant and Equipment [Line Items]    
Plant and Equipment, Gross 7,407,096 7,388,896
Computer Software And Hardware [Member]    
Property, Plant and Equipment [Line Items]    
Plant and Equipment, Gross 115,068 112,629
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Plant and Equipment, Gross 48,196 48,196
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Plant and Equipment, Gross $ 50,319 $ 50,319
v3.20.2
MBT Facility Development and License Costs (Details) - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Land and Land Improvements $ 8,023,925 $ 8,049,929
Survey and Engineering Costs [Member]    
Land and Land Improvements 272,225 235,229
Technology Licenses Cost [Member]    
Land and Land Improvements 7,751,700 7,814,700
Technology Licenses Cost [Member] | Future Site [Member]    
Land and Land Improvements 6,019,200 6,019,200
Technology Licenses Cost [Member] | Martinsburg West Virginia [Member]    
Land and Land Improvements $ 1,732,500 $ 1,795,500
v3.20.2
MBT Facility Development and License Costs - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Mar. 31, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Dec. 31, 2018
Royalty Guarantees, Commitments, Amount $ 6,019,200     $ 6,019,200      
Intellectual Property [Member]              
Finite-lived Intangible Assets Acquired $ 31,500 $ 31,500   63,000 $ 31,500   $ 1,890,000
Amortization Expenses     $ 0        
Martinsburg West Virginia [Member] | Intellectual Property [Member]              
Amortization Expenses       $ 157,500   $ 94,500  
v3.20.2
Line of Credit, Promissory Notes Payable, Notes Payable, Advances, and Long-Term Debts (Details) - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Line of credit $ 1,497,950 $ 1,479,848
Senior secured promissory note 4,324,243 4,160,490
Junior promissory note 960,367 949,434
Note payable under Payroll Protection Program 421,300 0
Notes payable 100,000 100,000
Advances from related parties 935,000 210,000
Long term debt - current and long-term portion 10,310 12,806
Related Party [Member]    
Debt Instrument [Line Items]    
Line of credit   0
Senior secured promissory note   0
Junior promissory note 960,367 949,434
Note payable under Payroll Protection Program   0
Notes payable   0
Advances from related parties $ 935,000 210,000
Long term debt - current and long-term portion   $ 0
v3.20.2
Line of Credit, Promissory Notes Payable, Notes Payable, Advances, and Long-Term Debts - Contractual maturities of Long Term Debts (Details)
Jun. 30, 2020
USD ($)
2020 (Remaining) $ 25,515
2021 2,160,246
2022 2,720,849
2023 625,000
2024 and thereafter 1,044,477
Total 6,576,087
Amortizing [Member]  
2020 (Remaining) 2,109
2021 4,380
2022 3,821
Total 10,310
Non-Amortizing [Member]  
2020 (Remaining) 23,406
2021 2,155,866
2022 2,717,028
2023 625,000
2024 and thereafter 1,044,477
Total $ 6,565,777
v3.20.2
Line of Credit, Promissory Notes Payable, Notes Payable, Advances, and Long-Term Debts - Additional Information (Details) - USD ($)
6 Months Ended
Jun. 30, 2020
Jun. 30, 2020
May 13, 2020
Apr. 06, 2020
Dec. 31, 2019
Interest rate of stated percentage     1.00%    
Effective interest rate 5.00% 5.00%      
Senior secured promissory note $ 4,324,243 $ 4,324,243     $ 4,160,490
Variable Interest rate on the debt instrument 1.00%        
Payroll Protection Program Loan $ 257,461 257,461 $ 421,300    
Line of credit carrying value as of the balance sheet $ 1,497,950 $ 1,497,950     $ 1,479,848
Preferred Stock, par value (in dollars per share) $ 0.0001 $ 0.0001     $ 0.0001
Common stock, par value $ 0.0001 $ 0.0001   $ 2.30 $ 0.0001
Junior promissory note $ 960,367 $ 960,367     $ 949,434
Current portion of Debts and Bonds $ 2,860,000 $ 2,860,000     $ 1,390,000
LIBOR [Member]          
Variable Interest rate on the debt instrument 3.00%        
Comerica Line of Credit [Member]          
Effective interest rate 5.00% 5.00%     5.71%
Variable Interest rate on the debt instrument   3.00%      
Miichaelson Senior Secured Term Promissory [Member]          
Debt Instruments of face values issue $ 5,000,000 $ 5,000,000      
Interest rate of stated percentage 10.25% 10.25%      
Maturity date of debt instruments   Feb. 02, 2023      
Principal installments payment   $ 625,000      
Unsecured Debt [Member]          
Debt Instruments of face values issue $ 100,000 $ 100,000     $ 100,000
Interest rate of stated percentage 10.00% 10.00%     10.00%
v3.20.2
Entsorga West Virginia, LLC WVEDA Solid Waste Disposal Revenue Bonds (Details)
6 Months Ended
Jun. 30, 2020
USD ($)
Debt Instrument, Sinking Fund Payment $ 33,000,000
2020 (remaining)  
Debt Instrument, Sinking Fund Payment 1,390,000
2021  
Debt Instrument, Sinking Fund Payment 1,470,000
2022  
Debt Instrument, Sinking Fund Payment 1,175,000
2023  
Debt Instrument, Sinking Fund Payment 1,265,000
2024 and thereafter  
Debt Instrument, Sinking Fund Payment 27,700,000
2016 Issue 2026 Series [Member]  
Debt Instrument, Sinking Fund Payment 7,535,000
2016 Issue 2026 Series [Member] | 2020 (remaining)  
Debt Instrument, Sinking Fund Payment 1,160,000
2016 Issue 2026 Series [Member] | 2021  
Debt Instrument, Sinking Fund Payment 1,215,000
2016 Issue 2026 Series [Member] | 2022  
Debt Instrument, Sinking Fund Payment 900,000
2016 Issue 2026 Series [Member] | 2023  
Debt Instrument, Sinking Fund Payment 965,000
2016 Issue 2026 Series [Member] | 2024 and thereafter  
Debt Instrument, Sinking Fund Payment 3,295,000
2016 Issue 2036 Series [Member]  
Debt Instrument, Sinking Fund Payment 17,465,000
2016 Issue 2036 Series [Member] | 2024 and thereafter  
Debt Instrument, Sinking Fund Payment 17,465,000
2018 Issue 2036 Series [Member]  
Debt Instrument, Sinking Fund Payment 8,000,000
2018 Issue 2036 Series [Member] | 2020 (remaining)  
Debt Instrument, Sinking Fund Payment 230,000
2018 Issue 2036 Series [Member] | 2021  
Debt Instrument, Sinking Fund Payment 255,000
2018 Issue 2036 Series [Member] | 2022  
Debt Instrument, Sinking Fund Payment 275,000
2018 Issue 2036 Series [Member] | 2023  
Debt Instrument, Sinking Fund Payment 300,000
2018 Issue 2036 Series [Member] | 2024 and thereafter  
Debt Instrument, Sinking Fund Payment $ 6,940,000
v3.20.2
Entsorga West Virginia, LLC WVEDA Solid Waste Disposal Revenue Bonds - Additional Information (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2016
May 13, 2020
Interest rate of stated percentage         1.00%
WVEDA Bonds [Member]          
Debt Instruments of face values issue $ 33,000,000 $ 33,000,000   $ 25,000,000  
Unamortized Debt Issuance Expense 2,207,759 2,207,759      
Amortization of Debt Issuance Costs $ 488,367 $ 415,185      
Series One [Member] | WVEDA Bonds [Member]          
Debt Instruments of face values issue       $ 7,535,000  
Interest rate of stated percentage       6.75%  
Maturity date of debt instruments       Feb. 01, 2026  
Series Two [Member] | WVEDA Bonds [Member]          
Debt Instruments of face values issue       $ 17,465,000  
Interest rate of stated percentage       7.25%  
Maturity date of debt instruments       Feb. 01, 2036  
Series Three [Member] | WVEDA Bonds [Member]          
Debt Instruments of face values issue     $ 8,000,000    
Interest rate of stated percentage     8.75%    
Maturity date of debt instruments     Feb. 01, 2036    
v3.20.2
Equity and Equity Transactions (Details) - $ / shares
6 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Dec. 31, 2018
Preferred Stock, Authorized Shares 3,209,210 3,179,120 3,179,120
Series A Convertible Preferred Stock [Member]      
Preferred Stock, Authorized Shares 333,401    
Preferred Stock, Par Value $ 0.0001    
Preferred Stock, Stated Value $ 5.00    
Preferred Stock, Shares Outstanding 145,312 145,312  
Series B Convertible Preferred Stock [Member]      
Preferred Stock, Authorized Shares 1,111,200    
Preferred Stock, Par Value $ 0.0001    
Preferred Stock, Stated Value $ 5.00    
Preferred Stock, Shares Outstanding 0 0  
Series C Convertible Preferred Stock [Member]      
Preferred Stock, Authorized Shares 1,000,000 1,000,000  
Preferred Stock, Par Value $ 0.0001    
Preferred Stock, Stated Value $ 10.00    
Preferred Stock, Shares Outstanding 427,500 427,500  
Series D Convertible Preferred Stock [Member]      
Preferred Stock, Authorized Shares 20,000 20,000  
Preferred Stock, Par Value $ 0.0001    
Preferred Stock, Stated Value $ 100.00    
Preferred Stock, Shares Outstanding 18,850 18,850  
Series E Convertible Preferred Stock [Member]      
Preferred Stock, Authorized Shares 714,519 714,519  
Preferred Stock, Par Value $ 0.0001    
Preferred Stock, Stated Value $ 2.64    
Preferred Stock, Shares Outstanding 264,519 264,519  
Series F Convertible Preferred Stock [Member]      
Preferred Stock, Authorized Shares 30,090    
Preferred Stock, Par Value $ 0.0001    
Preferred Stock, Stated Value $ 115.00    
Preferred Stock, Shares Outstanding 13,611    
v3.20.2
Equity and Equity Transactions - Warrants (Details) - $ / shares
Jun. 30, 2020
Dec. 31, 2019
Sep. 30, 2019
Class of Warrant or Right, Outstanding 4,207,695 4,674,261  
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 1.80    
2021      
Class of Warrant or Right, Outstanding 1,701,827    
Weighted Average Price per Share $ 3.30    
2022      
Class of Warrant or Right, Outstanding 1,253,149    
Weighted Average Price per Share $ 2.89    
2023      
Class of Warrant or Right, Outstanding 740,749    
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 1.80    
Weighted Average Price per Share $ 1.80    
2024      
Class of Warrant or Right, Outstanding 269,293    
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 1.80    
Weighted Average Price per Share 1.80    
2025      
Class of Warrant or Right, Outstanding     242,677
Weighted Average Price per Share 2.29    
Maximum [Member] | 2022      
Class of Warrant or Right, Exercise Price of Warrants or Rights 5.00    
Maximum [Member] | 2025      
Class of Warrant or Right, Exercise Price of Warrants or Rights 2.30    
Minimum [Member] | 2022      
Class of Warrant or Right, Exercise Price of Warrants or Rights 1.80    
Minimum [Member] | 2025      
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 2.25    
v3.20.2
Equity and Equity Transactions - Outstanding Warrant Activity (Details)
6 Months Ended
Jun. 30, 2020
shares
Outstanding Beginning Balance 4,674,261
Exercised (630,053)
Expired (22,860)
Outstanding Ending Balance 4,207,695
Series F Convertible Preferred Stock [Member]  
Issued as a result of Series F Convertible Preferred Stock offering 186,347
v3.20.2
Equity and Equity Transactions - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Apr. 06, 2020
Mar. 18, 2020
Mar. 09, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Dec. 31, 2018
Common Stock, Shares Authorized         50,000,000   50,000,000  
Common stock, par value $ 2.30       $ 0.0001   $ 0.0001  
Preferred Stock, Shares Authorized         10,000,000   10,000,000  
Common Stock, Shares, Issued         17,809,592     17,300,899
Preferred stock, Designated shares         3,209,210   3,179,120 3,179,120
Dividends Payable         $ 1,397,560      
Description of Equity Method Investment Ownership Percentage         The consolidated financial statements include less than 100% owned and controlled subsidiaries      
Equity Method Investment, Description of Principal Activities         include equity attributable to non-controlling interests that take the form of the underlying legal structures of the less than 100% owned subsidiaries      
Preferred Stock Initial Closing Cost   $ 1,500,000            
Preferred Stock New Series Shares   13,045            
Common Stock Warrants 7,750 178,597            
Warrant valuations $ 2,205 $ 50,836            
Issuance cost   $ 4,550            
Warrants Expiration Period 5 years              
Warrants issued         630,053      
Class of Warrant or Right, Exercise Price of Warrants or Rights         $ 1.80      
Exercise price of warrants         $ 1.80      
Number of shares converted         372,304      
Preferred Stock, Value, Issued            
Preferred stock, stated value         726,553   $ 726,553  
Value of shares issued for payment of accrued dividend         $ 25,000      
Preferred Stock, Par or Stated Value Per Share         $ 0.0001   $ 0.0001  
Class of Warrant or Right, Outstanding         4,207,695   4,674,261  
Class of Warrant or Right         4,207,695   4,674,261  
Common Stock [Member]                
Value of shares issued for payment of accrued dividend         $ 1      
Series D Convertible Preferred Stock [Member]                
Preferred stock, Designated shares         20,000   20,000  
Par Value Per Share (in dollars per share)         $ 0.0001      
Stated Value Per Share (in dollars per share)         $ 100.00      
Preferred Stock, Value, Issued         $ 1,505,262   $ 1,505,262  
Preferred Stock, Shares Outstanding         18,850   18,850  
Series C Convertible Preferred Stock [Member]                
Preferred stock, Designated shares         1,000,000   1,000,000  
Par Value Per Share (in dollars per share)         $ 0.0001      
Stated Value Per Share (in dollars per share)         $ 10.00      
Preferred Stock, Value, Issued         $ 3,050,142   $ 3,050,142  
Preferred Stock, Shares Outstanding         427,500   427,500  
Series E Preferred Stock [Member] | Common Stock [Member]                
Issuance of registered common shares, net of offering costs (in shares)       300,000        
Stock Issued During Period, Value, Conversion of Units           $ 30    
Stock Issued During Period, Shares, Conversion of Units           300,000    
Series F Redeemable, Convertible Preferred Stock [Member]                
Common stock, par value     $ 2.30          
Preferred stock, Designated shares     30,090          
Preferred Stock Initial Closing Cost $ 65,000              
Preferred Stock New Series Shares 566              
Par Value Per Share (in dollars per share)     $ 0.0001          
Stated Value Per Share (in dollars per share)     $ 115.00          
Conversion price (in dollars per share)     2.10%          
Period after which the preferred stock can be redeemed     24 months          
Trading share price     3.00%          
Daily trading volume (in shares)     50,000          
Warrants Expiration Period     5 years          
Preferred Stock, Dividend Rate, Percentage     9.00%          
v3.20.2
Equity Incentive Plans - Compensation Expenses Related to Stock Options (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Stock options $ 41,318 $ 14,363 $ 89,778 $ 72,751
Restricted stock 271,099 219,492 502,844 458,852
Total     707,653 531,603
Rental Service And Maintenance [Member]        
Total 3,003 3,317 6,320 9,072
Selling, General and Administrative Expenses [Member]        
Total 309,414 230,538 586,302 522,531
Stock And Restricted Stock [Member]        
Total $ 312,417 $ 233,855 $ 592,622 $ 531,603
v3.20.2
Equity Incentive Plans - Stock option activity (Details) - $ / shares
6 Months Ended 12 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Equity Incentive Plans    
Number of options, Beginning Balance 363,826  
Number of Options, Granted or vested 155,450  
Number of Options, Forfeited or Canceled (10,000)  
Number of Options, Ending Balance 509,276 363,826
Number of Options, Exercisable, Ending Balance 327,611  
Weighted Average Exercise Price, Beginning Balance $ 3.71  
Weighted Average Exercise Price, Granted or vested 2.00  
Weighted Average Exercise Price, Forfeited or Canceled 3.68  
Weighted Average Exercise Price, Ending Balance $ 3.19 $ 3.71
Weighted Average Remaining Contractual Life (in Years), Outstanding 7 years 7 months 28 days 7 years 4 months 2 days
Weighted Average Remaining Contractual Life (in Years), Exercisable 6 years 9 months 26 days  
Weighted Average Exercise Price, Exercisable $ 3.61  
v3.20.2
Equity Incentive Plans - Schedule of Restricted Stock (Details)
6 Months Ended
Jun. 30, 2020
shares
Equity Incentive Plans  
Unvested balance at beginning 291,730
Grants 269,060
Vested (122,561)
Unvested balance at end 438,229
v3.20.2
Equity Incentive Plans - Additional Information (Details) - USD ($)
6 Months Ended
Jul. 23, 2020
Jan. 30, 2020
Jun. 30, 2020
Dec. 31, 2017
Dec. 31, 2015
Restricted Stock Units     269,060    
Number of shares calculated     80,690    
Program liability     $ 202,532    
Interim Executive plan expenses     $ 202,532    
Restricted Stock Units (RSUs) [Member]          
Restricted Stock Units     533,449    
Equity Incentive Plan 2015 [Member]          
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized 1,250,000       750,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized 500,000        
Executive Incentive Plan 2017 [Member]          
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized 1,500,000     1,000,000  
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized 500,000        
Nonqualified Options   155,450      
Restricted Stock Units   269,060      
Fair value options, Granted   $ 162,959      
Risk-free Interest Rate   1.44%      
Expected dividend yield   0.00%      
Expected volatility   49.24%      
Weighted average vesting period   9 months      
Restricted Stock Value   $ 538,120      
Executive Incentive Plan 2017 [Member] | Minimum [Member]          
Expected term in years   1 year      
Executive Incentive Plan 2017 [Member] | Maximum [Member]          
Expected term in years   2 years 11 months 1 day      
v3.20.2
Revenue (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Disaggregation of Revenue [Line Items]        
Total Revenue $ 1,273,932 $ 1,051,212 $ 2,633,273 $ 1,788,913
Rental of digesters        
Disaggregation of Revenue [Line Items]        
Total Revenue 312,279 350,187 698,533 691,852
Services        
Disaggregation of Revenue [Line Items]        
Total Revenue 576,405 599,052 1,177,838 972,027
Product sales        
Disaggregation of Revenue [Line Items]        
Total Revenue $ 385,248 $ 101,973 $ 756,902 $ 125,034
v3.20.2
Risk Concentrations (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Concentration Risk [Line Items]          
Revenue $ 1,273,932 $ 1,051,212 $ 2,633,273 $ 1,788,913  
Non-current tangible assets 38,137,923   38,137,923   $ 39,159,658
United States [Member]          
Concentration Risk [Line Items]          
Revenue 1,221,723 904,632 2,447,633 1,546,278  
Non-current tangible assets 37,838,232   37,838,232   38,803,833
International [Member]          
Concentration Risk [Line Items]          
Revenue 52,209 $ 146,580 185,640 $ 242,635  
Non-current tangible assets $ 299,691   $ 299,691   $ 355,825
v3.20.2
Risk Concentrations - Additional Information (Details) - customer
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Gold Medal Group [Member] | Gold Medal Holdings [Member]          
Concentration Risk [Line Items]          
Ownership Percentage by Parent 40.00%   40.00%    
Sales Revenue, Net [Member]          
Concentration Risk [Line Items]          
Number of customers       1  
Concentration Risk, Percentage 23.20%   11.80%    
Sales Revenue, Net [Member] | Customer One [Member]          
Concentration Risk [Line Items]          
Number of customers   1      
Concentration Risk, Percentage   10.00%   10.00%  
Sales Revenue, Net [Member] | Customers Two [Member]          
Concentration Risk [Line Items]          
Number of customers 2   2    
Concentration Risk, Percentage 10.00%   10.00%    
Sales Revenue, Net [Member] | Gold Medal Group [Member] | Customer One [Member]          
Concentration Risk [Line Items]          
Concentration Risk, Percentage   50.60%   28.60%  
Sales Revenue, Net [Member] | Gold Medal Group [Member] | Customers Two [Member]          
Concentration Risk [Line Items]          
Concentration Risk, Percentage 37.70%   36.80%    
Accounts Receivable [Member]          
Concentration Risk [Line Items]          
Concentration Risk, Percentage     11.10%    
Accounts Receivable [Member] | Customer One [Member]          
Concentration Risk [Line Items]          
Number of customers         1
Concentration Risk, Percentage         10.00%
Accounts Receivable [Member] | Customers Two [Member]          
Concentration Risk [Line Items]          
Number of customers     2    
Concentration Risk, Percentage     10.00%    
Accounts Receivable [Member] | Gold Medal Group [Member] | Customer One [Member]          
Concentration Risk [Line Items]          
Concentration Risk, Percentage         58.90%
Accounts Receivable [Member] | Gold Medal Group [Member] | Customers Two [Member]          
Concentration Risk [Line Items]          
Concentration Risk, Percentage     74.90%    
Accounts Payable [Member] | Vendor One [Member]          
Concentration Risk [Line Items]          
Concentration Risk, Percentage     10.00%   10.00%
Accounts Payable [Member] | Gold Medal Group [Member]          
Concentration Risk [Line Items]          
Concentration Risk, Percentage     55.50%   54.40%
Cost Of Revenue [Member] | Vendor One [Member]          
Concentration Risk [Line Items]          
Concentration Risk, Percentage 10.00% 10.00% 10.00% 10.00%  
Cost Of Revenue [Member] | Gold Medal Group [Member] | Vendor One [Member]          
Concentration Risk [Line Items]          
Concentration Risk, Percentage 40.60% 24.50% 32.40% 18.80%  
v3.20.2
Commitments and Contingencies - Additional Information (Details) - Settled litigation - Litigation for alleged breach of contract and unjust enrichment on the company's resource recovery facility
Mar. 12, 2020
USD ($)
Total amount payable $ 775,000
Amount payable on the execution of the settlement agreement $ 475,000
Execution period for the settlement agreement 60 days
Amount payable as monthly installments $ 25,000
Number of installment months 12 months
v3.20.2
Leases (Details)
Jun. 30, 2020
USD ($)
Leases  
2020 (remaining) $ 112,077
2021 212,026
2022 217,571
2023 219,140
2024 and thereafter 3,133,649
Total lease payments 3,894,463
Less imputed interest (2,466,550)
Present value of lease liabilities $ 1,427,913
v3.20.2
Leases - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Lessee, Lease, Description [Line Items]        
Operating Lease Renewal Term 5 years   5 years  
operating lease cost $ 475,583 $ 144,025 $ 774,386 $ 144,025
Current portion of lease liabilities 207,133   207,133  
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability     412,647  
Operating cash flow for operating leases $ 43,020 46,044 $ 89,054 118,809
Land Lease [Member]        
Lessee, Lease, Description [Line Items]        
Operating lease initial term 30 years   30 years  
Leases utilization percentage     11.00%  
Other Lease [Member]        
Lessee, Lease, Description [Line Items]        
Leases utilization percentage     10.25%  
Research And Development Lease [Member]        
Lessee, Lease, Description [Line Items]        
operating lease cost $ 55,356 $ 61,881 $ 110,712 $ 129,413
Weighted average remaining term (in years) 20 years 3 months 18 days   20 years 3 months 18 days  
v3.20.2
Related Party Transactions (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Assets:          
Accounts receivable $ 2,807,521   $ 2,807,521   $ 2,155,921
Liabilities:          
Accounts payable 6,036,103   6,036,103   4,688,339
Accrued interest payable 1,255,389   1,255,389   1,148,570
Long term accrued interest 1,651,079   1,651,079   1,510,193
Advances from related parties 935,000   935,000   210,000
Other:          
HEBioT revenue 448,079 $ 275,142 855,770 $ 275,142  
Operating expenses - HEBioT 475,583 144,025 774,386 144,025  
Operating expenses - Selling, general and administrative 16,358 11,041 41,514 22,033  
Interest expense 99,073 59,767 197,021 118,087  
Related Party [Member]          
Assets:          
Accounts receivable 2,102,095   2,102,095   1,370,867
Intangible assets, net, included in other assets 30,299   30,299   40,399
Liabilities:          
Accounts payable 3,727,095   3,727,095   2,531,034
Accrued interest payable 134,758   134,758   46,796
Long term accrued interest 1,584,084   1,584,084   1,510,193
Advances from related parties 935,000   935,000   210,000
Junior promissory note 960,367   960,367   949,434
Other:          
Line of credit guarantee 1,497,950   1,497,950   $ 1,479,848
Technology Service [Member]          
Other:          
Operating expenses - Selling, general and administrative 110,683 124,229 221,366 174,524  
Debt guarantee fees [Member]          
Other:          
Revenue from Contract with Customer, Including Assessed Tax 16,875 16,875 33,750 33,750  
Management Advisory Fees [Member]          
Other:          
Revenue from Contract with Customer, Including Assessed Tax $ 25,000 $ 250,000 $ 100,000 $ 500,000  
v3.20.2
Related Party Transaction - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2020
Jun. 30, 2019
Related Party Transaction [Line Items]      
Debt Instrument, Interest Rate, Effective Percentage 5.00% 5.00%  
Related party advances, net   $ 725,000 $ 210,000
Chief Executive Officer      
Related Party Transaction [Line Items]      
Debt Instrument, Interest Rate, Effective Percentage 13.00% 13.00%  
Proceeds from Related Party Debt $ 0 $ 1,000,000  
Related party advances, net 275,000 $ 275,000  
Other Officer [Member]      
Related Party Transaction [Line Items]      
Proceeds from Related Party Debt $ 200,000    
Refuel America LLC [Member]      
Related Party Transaction [Line Items]      
Equity Method Investment, Ownership Percentage 40.00% 40.00%  
v3.20.2
Supplemental Consolidated Statement of Cash Flows Information (Details) - USD ($)
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Dec. 31, 2018
Changes in operating assets and liabilities:        
Accounts receivable $ (673,108) $ (557,238)    
Inventory 45,932 (93,088)    
Prepaid expenses and other assets (33,247) 28,943    
Accounts payable 892,677 4,009,255    
Accrued interest payable 237,596 280,391    
Accrued expenses 149,877 (2,425,948)    
Deferred revenue 13,682 6,583    
Customer deposits (39,902) 12,139    
Net change in operating assets and liabilities 593,507 1,261,037    
Supplementary cash flow information:        
Interest 1,491,867 1,235,366    
Income taxes 0 0    
Supplementary Disclosure of Non-Cash Investing and Financing Activities:        
Transfer of inventory to leased equipment 67,604 95,398    
Common stock issued in settlement of accrued payable   205,500    
Accrual of Series A preferred stock dividends 35,109 36,744    
Payment of Series A preferred stock dividends in common stock 25,000 0    
Acquisition of right of use leased asset and creation of lease liability 412,647 0    
Reconciliation of Cash and Restricted Cash:        
Cash 342,182 1,654,672 $ 1,847,526  
Restricted cash (current) 1,237,097 2,148,163 1,133,581  
Restricted cash (non-current) 2,646,381 2,546,037    
Total cash and restricted cash at the end of the period $ 4,225,660 $ 6,348,872 $ 5,536,952 $ 9,126,380
v3.20.2
Subsequent Events (Details) - USD ($)
Aug. 13, 2020
Aug. 11, 2020
Jul. 29, 2020
Jul. 27, 2020
Jun. 30, 2020
Apr. 06, 2020
Dec. 31, 2019
Subsequent Event [Line Items]              
Common stock, par value         $ 0.0001 $ 2.30 $ 0.0001
Exercise Price         $ 1.80    
Subsequent events              
Subsequent Event [Line Items]              
Percentage of underwriting discounts and commission     9.00%        
Amount of underwriting discounts and commission     $ 741,195        
Reimbursement of counsel fees     $ 65,000        
Period for underwriters piggy-back registration rights     5 years        
Net proceeds of the offering     $ 7,429,305 $ 8,235,500      
Subsequent events | Underwriting shares              
Subsequent Event [Line Items]              
Shares issued       682,500      
Period to purchase additional shares       45 days      
Subsequent events | Underwriting warrants              
Subsequent Event [Line Items]              
Exercise Price     $ 1.991        
Percentage of offerign price     110.00%        
Subsequent events | Underwriting Agreement [Member]              
Subsequent Event [Line Items]              
Shares issued 682,500 682,500   4,550,000      
Share price       $ 0.0001      
Common stock, par value $ 1.81 $ 1.81   $ 1.81      
Amount after underwriter's commission and before other costs $ 1,124,146            
Gross purchase price $ 1,235,325 $ 1,235,325          
Subsequent events | Maxim Group LLC [Member] | Underwriting warrants              
Subsequent Event [Line Items]              
Shares issued     318,500        
Excerisable warrants     180 days        
v3.20.2
Condensed Consolidating Financial Information (Details) - USD ($)
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Current Assets            
Cash $ 342,182   $ 1,847,526      
Restricted Cash 1,237,097   1,133,581      
Other current assets 3,339,894   2,750,062      
Current Assets 4,919,173   5,731,169      
Restricted cash 2,646,381   2,555,845      
HEBioT facility under construction, net 38,129,423   39,146,331      
Operating lease right of use assets 1,304,142   945,047      
MBT facility development and license costs 8,023,925   8,049,929      
Investment in subsidiaries and intercompany accounts     0      
Goodwill 58,000   58,000      
Other assets 38,799   53,726      
Total Assets 55,119,843   56,540,047      
Liabilities, Current [Abstract]            
Line of credit 1,497,950   1,479,848      
Current portion of Debts and Bonds 2,860,000   1,390,000      
Current portion of Debts and Bonds 8,287,354          
Other current liabilities 9,228,013   8,213,007      
Total Current Liabilities 19,013,317   11,082,855      
Notes payable and other debts 1,323,866   5,118,125      
Accrued interest 1,651,079   1,510,193      
Non-current lease liabilities 1,220,780   915,170      
WV EDA bonds 28,420,608   29,817,426      
Total Liabilities 51,629,650   48,443,769      
Redeemable preferred stock 726,553   726,553      
Stockholders' equity :            
Attributable to parent (1,038,936) $ 1,264,636 2,024,143 $ 1,880,500 $ 2,486,715 $ 3,405,551
Attributable to non-controlling interests 3,802,576 $ 4,522,905 5,345,582 $ 6,871,963 $ 6,290,994 $ 6,602,695
Stockholders' equity 2,763,640   7,369,725      
Total liabilities and stockholders' equity 55,119,843   56,540,047      
Consolidation, Eliminations [Member]            
Current Assets            
Cash     0      
Restricted Cash     0      
Other current assets (140,812)   (64,669)      
Current Assets (140,812)   (64,669)      
Restricted cash     0      
HEBioT facility under construction, net     0      
Operating lease right of use assets     0      
MBT facility development and license costs     0      
Investment in subsidiaries and intercompany accounts (13,827,026)   (10,864,783)      
Goodwill     0      
Other assets     0      
Total Assets (13,967,838)   (10,929,452)      
Liabilities, Current [Abstract]            
Line of credit     0      
Current portion of Debts and Bonds     0      
Other current liabilities (3,472,335)   (650,894)      
Total Current Liabilities (3,472,335)   (650,894)      
Notes payable and other debts     0      
Accrued interest     0      
Non-current lease liabilities     0      
WV EDA bonds     0      
Total Liabilities (3,472,335)   (650,894)      
Redeemable preferred stock     0      
Stockholders' equity :            
Attributable to parent     0      
Attributable to non-controlling interests (10,495,503)   (10,278,558)      
Stockholders' equity (10,495,503)   (10,278,558)      
Total liabilities and stockholders' equity (13,967,838)   (10,929,452)      
Entsorga West Virginia LLC [Member]            
Current Assets            
Cash     0      
Restricted Cash 1,237,097   1,133,581      
Other current assets 2,179,946   1,116,821      
Current Assets 3,417,043   2,250,402      
Restricted cash 2,646,381   2,555,845      
HEBioT facility under construction, net 36,568,063   37,392,601      
Operating lease right of use assets 891,495   897,026      
MBT facility development and license costs 1,732,500   1,795,500      
Investment in subsidiaries and intercompany accounts     0      
Goodwill 58,000   58,000      
Other assets     0      
Total Assets 45,313,482   44,949,374      
Liabilities, Current [Abstract]            
Line of credit     0      
Current portion of Debts and Bonds     1,390,000      
Current portion of Debts and Bonds 2,860,000          
Other current liabilities 9,973,657   6,475,985      
Total Current Liabilities 12,833,657   7,865,985      
Notes payable and other debts     0      
Accrued interest     0      
Non-current lease liabilities 918,777   915,170      
WV EDA bonds 28,420,608   29,817,426      
Total Liabilities 42,173,042   38,598,581      
Redeemable preferred stock     0      
Stockholders' equity :            
Attributable to parent     0      
Attributable to non-controlling interests 3,140,440   6,350,793      
Stockholders' equity 3,140,440   6,350,793      
Total liabilities and stockholders' equity 45,313,482   44,949,374      
Parent Company [Member]            
Current Assets            
Cash 342,182   1,847,526      
Restricted Cash     0      
Other current assets 1,300,760   1,697,910      
Current Assets 1,642,942   3,545,436      
Restricted cash     0      
HEBioT facility under construction, net 1,561,360   1,753,730      
Operating lease right of use assets 412,647   48,021      
MBT facility development and license costs 6,291,425   6,254,429      
Investment in subsidiaries and intercompany accounts 13,827,026   10,864,783      
Goodwill     0      
Other assets 38,799   53,726      
Total Assets 23,774,199   22,520,125      
Liabilities, Current [Abstract]            
Line of credit 1,497,950   1,479,848      
Current portion of Debts and Bonds     0      
Current portion of Debts and Bonds 5,427,354          
Other current liabilities 2,726,691   2,387,916      
Total Current Liabilities 9,651,995   3,867,764      
Notes payable and other debts 1,323,866   5,118,125      
Accrued interest 1,651,079   1,510,193      
Non-current lease liabilities 302,003   0      
WV EDA bonds     0      
Total Liabilities 12,928,943   10,496,082      
Redeemable preferred stock 726,553   726,553      
Stockholders' equity :            
Attributable to parent (1,038,936)   2,024,143      
Attributable to non-controlling interests 11,157,639   9,273,347      
Stockholders' equity 10,118,703   11,297,490      
Total liabilities and stockholders' equity $ 23,774,199   $ 22,520,125      
v3.20.2
Condensed Consolidating Financial Information - Statement of Operations (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Revenues $ 1,273,932 $ 1,051,212 $ 2,633,273 $ 1,788,913
Cost of revenue 16,358 11,041 41,514 22,033
Operating Expenses [Abstract]        
Selling, general and administrative 1,897,442 1,706,324 3,815,865 4,032,686
Depreciation and amortization 569,764 609,973 1,184,966 739,412
Total operating expenses 3,639,178 2,976,880 7,392,469 5,635,884
Loss from operations (2,365,246) (1,925,668) (4,759,196) (3,846,971)
Other (income) expenses, net 1,019,964 962,004 2,019,988 1,301,868
Net loss (3,385,210) (2,887,672) (6,779,184) (5,148,839)
Consolidation, Eliminations [Member]        
Revenues   0   0
Operating Expenses [Abstract]        
Selling, general and administrative   0   0
Depreciation and amortization   0   0
Total operating expenses   0   0
Loss from operations   0   0
Other (income) expenses, net   86,362   86,362
Net loss   (86,362)   (86,362)
Entsorga West Virginia LLC [Member]        
Revenues 892,899 277,041 1,383,031 277,041
Operating Expenses [Abstract]        
Selling, general and administrative 282,393 285,675 532,037 554,790
Depreciation and amortization 445,152 490,469 935,620 490,469
Total operating expenses 1,747,822 1,269,690 3,300,361 1,538,805
Loss from operations (854,923) (992,649) (1,917,330) (1,261,764)
Other (income) expenses, net 641,227 732,943 1,293,023 760,820
Net loss (1,496,150) (1,725,592) (3,210,353) (2,022,584)
Parent Company [Member]        
Revenues 381,033 774,171 1,250,242 1,511,872
Operating Expenses [Abstract]        
Selling, general and administrative 1,615,049 1,420,649 3,283,828 3,477,896
Depreciation and amortization 124,612 119,504 249,346 248,943
Total operating expenses 1,891,356 1,707,190 4,092,108 4,097,079
Loss from operations (1,510,323) (933,019) (2,841,866) (2,585,207)
Other (income) expenses, net 378,737 142,699 726,965 454,686
Net loss (1,889,060) (1,075,718) (3,568,831) (3,039,893)
HEBioT (related entity)        
Cost of revenue 1,020,277 493,546 1,832,704 493,546
HEBioT (related entity) | Consolidation, Eliminations [Member]        
Cost of revenue   0   0
HEBioT (related entity) | Entsorga West Virginia LLC [Member]        
Cost of revenue 1,020,277 493,546 1,832,704 493,546
HEBioT (related entity) | Parent Company [Member]        
Cost of revenue   0    
Rental, service and maintenance        
Cost of revenue 151,695 128,311 412,530 331,514
Rental, service and maintenance | Consolidation, Eliminations [Member]        
Cost of revenue   0   0
Rental, service and maintenance | Entsorga West Virginia LLC [Member]        
Cost of revenue   0   0
Rental, service and maintenance | Parent Company [Member]        
Cost of revenue $ 151,695 128,311 412,530 331,514
Equipment sales        
Cost of revenue   38,726 146,404 38,726
Equipment sales | Consolidation, Eliminations [Member]        
Cost of revenue   0   0
Equipment sales | Entsorga West Virginia LLC [Member]        
Cost of revenue   0   0
Equipment sales | Parent Company [Member]        
Cost of revenue   $ 38,726 $ 146,404 $ 38,726
v3.20.2
Condensed Consolidating Financial Information - Statement of Cash Flow (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Cash flows from operating activities:        
Net loss $ (3,385,210) $ (2,887,672) $ (6,779,184) $ (5,148,839)
Non-cash adjustments to reconcile net loss to net cash used in operations     2,273,066 1,868,747
Changes in operating assets and liabilities     593,507 1,261,037
Net cash used in operations     (3,912,611) (2,019,055)
Cash flow from investing activities:        
Purchases of construction in-progress, equipment, fixtures and vehicles     (50,731) (4,164,691)
Capital contribution to Entsorga West Virginia, LLC       0
Other investing activities     (31,996) (39,830)
Net cash used in investing activities     (82,727) (4,124,861)
Cash flows from financing activities:        
Issuances of debt and equity     2,706,750 3,397,500
Repayments of debt     (2,496) (4,549)
Deferred financing costs incurred       (43,941)
Net cash provided by financing activities     2,704,254 3,349,010
Effect of exchange rate on cash (restricted and unrestricted)     (20,208) 17,398
Cash - beginning of period (restricted and unrestricted)     5,536,952 9,126,380
Cash - end of period (restricted and unrestricted) 4,225,660 6,348,872 4,225,660 6,348,872
Consolidation, Eliminations [Member]        
Cash flows from operating activities:        
Net loss   (86,362)   (86,362)
Non-cash adjustments to reconcile net loss to net cash used in operations       86,362
Changes in operating assets and liabilities     0 0
Net cash used in operations     0 0
Cash flow from investing activities:        
Purchases of construction in-progress, equipment, fixtures and vehicles       0
Capital contribution to Entsorga West Virginia, LLC       2,486,362
Other investing activities       0
Net cash used in investing activities     0 2,486,362
Cash flows from financing activities:        
Issuances of debt and equity       (2,486,362)
Repayments of debt       0
Deferred financing costs incurred       0
Net cash provided by financing activities     0 (2,486,362)
Effect of exchange rate on cash (restricted and unrestricted)       0
Cash - beginning of period (restricted and unrestricted)       0
Cash - end of period (restricted and unrestricted)   0   0
Entsorga West Virginia LLC [Member]        
Cash flows from operating activities:        
Net loss     (3,210,353) (2,022,584)
Non-cash adjustments to reconcile net loss to net cash used in operations     1,013,371 549,437
Changes in operating assets and liabilities     2,439,116 1,243,220
Net cash used in operations     242,134 (229,927)
Cash flow from investing activities:        
Purchases of construction in-progress, equipment, fixtures and vehicles     (48,082) (4,164,691)
Capital contribution to Entsorga West Virginia, LLC       0
Other investing activities       0
Net cash used in investing activities     (48,082) (4,164,691)
Cash flows from financing activities:        
Issuances of debt and equity       2,486,362
Repayments of debt       0
Deferred financing costs incurred       (43,941)
Net cash provided by financing activities     0 2,442,421
Effect of exchange rate on cash (restricted and unrestricted)       0
Cash - beginning of period (restricted and unrestricted)     3,689,426 6,715,672
Cash - end of period (restricted and unrestricted) 3,883,478 4,763,475 3,883,478 4,763,475
Parent Company [Member]        
Cash flows from operating activities:        
Net loss (1,889,060) (1,075,718) (3,568,831) (3,039,893)
Non-cash adjustments to reconcile net loss to net cash used in operations     1,259,695 1,232,948
Changes in operating assets and liabilities     (1,845,609) 17,817
Net cash used in operations     (4,154,745) (1,789,128)
Cash flow from investing activities:        
Purchases of construction in-progress, equipment, fixtures and vehicles     (2,649) 0
Capital contribution to Entsorga West Virginia, LLC       (2,486,362)
Other investing activities     (31,996) (39,830)
Net cash used in investing activities     (34,645) (2,446,532)
Cash flows from financing activities:        
Issuances of debt and equity     2,706,750 3,397,500
Repayments of debt     (2,496) (4,549)
Deferred financing costs incurred       0
Net cash provided by financing activities     2,704,254 3,392,951
Effect of exchange rate on cash (restricted and unrestricted)     (20,208) 17,398
Cash - beginning of period (restricted and unrestricted)     1,847,526 2,410,708
Cash - end of period (restricted and unrestricted) $ 342,182 $ 1,585,397 $ 342,182 $ 1,585,397