LIQTECH INTERNATIONAL INC - Quarter Report: 2016 March (Form 10-Q)

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		As of				As of
		March 31,				December 31,
		2016				2015
Current Assets:
Cash		$	1,316,540			$	1,370,591
Restricted cash balances			-				292,826
Accounts receivable, net			2,691,860				3,191,858
Other receivables			198,224				505,945
Cost in excess of billing			590,949				2,519,321
Inventories			5,563,095				4,916,671
Prepaid expenses			43,505				13,670
Current deferred tax asset			175,011				172,122
Total Current Assets			10,579,184				12,983,004
Property and Equipment, net of accumulated depreciation:			3,416,000				3,538,694
Other Assets:
Investments at costs			22,790				21,838
Long term deferred tax asset			962,795				3,684,497
Goodwill			7,913,179				7,582,749
Other intangible assets			9,641				10,386
Deposits			267,562				252,378
Total Other Assets			9,175,967				11,551,848
Total Assets		$	23,171,151			$	28,073,546

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		As of				As of
		March 31,				December 31,
		2016				2015
Current Liabilities:
Current portion of notes payable		$	17,074			$	-
Current portion of capital lease obligations			147,792				150,157
Accounts payable			1,546,552				3,455,085
Accrued expenses			1,274,704				1,441,840
Billing in excess of cost			157,341				175,338
Accrued income taxes payable			570				570
Deferred revenue / customers deposits			101,539				117,700
Total Current Liabilities			3,245,572				5,340,690
Long-term notes payable, less current portion			51,745				165,572
Long-term capital lease obligations, less current portion			141,590				-
Total Long-Term Liabilities:			193,335				165,572
Total Liabilities			3,438,907				5,506,262
Commitment and Contingencies See Note 11			-				-
Stockholders' Equity:
Common stock; par value $0,001, 100,000,000 shares authorized, 39,532,035 and 39,532,035 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively			39,532				39,532
Additional paid-in capital			36,120,808				36,087,808
Accumulated deficit			(11,346,404	)			(7,592,709	)
Deferred compensation			(456,391	)			(590,742	)
Other comprehensive income, net			(4,625,301	)			(5,376,605	)
Total Stockholders' Equity			19,732,244				22,567,284
Total Liabilities and Stockholders' Equity		$	23,171,151			$	28,073,546

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		For the Three Months
		Ended March 31,
		2016				2015
Net Sales		$	3,629,968			$	2,104,501
Cost of Goods Sold			2,884,010				2,151,467
Gross Profit			745,958				(46,966	)
Operating Expenses:
Selling expenses			591,068				692,723
General and administrative expenses			755,994				816,067
Non-cash compensation expenses			167,351				72,922
Research and development expenses			188,513				162,473
Total Operating Expense			1,702,926				1,744,185
Loss from Operations			(956,968	)			(1,791,151	)
Other Income
Interest and other Income			-				243
Interest expense			(9,894	)			(15,186	)
Gain on investments			-				7,366
Gain on currency transactions			(12,550	)			233,191
Total Other Income			(22,444	)			225,614
Loss Before Income Taxes			(979,412	)			(1,565,537	)
Income Tax Expense (Benefit)			2,774,283				(391,529	)
Net Loss			(3,753,695	)			(1,174,008	)
Less Net Income (Loss) Attributable To Non-Controlled Interests in Subsidiaries			-				(2,596	)
Net Loss Attributable To LiqTech		$	(3,753,695	)		$	(1,171,412	)
Basic Loss Per Share		$	(0.10	)		$	(0.03	)
Weighted Average Common Shares Outstanding			39,532,035				39,404,782
Diluted Loss Per Share		$	(0.10	)		$	(0.03	)
Weighted Average Common Shares Outstanding Assuming Dilution			39,532,035				39,404,782

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		For the Three Months
		Ended March 31,
		2016				2015
Net Loss			(3,753,695	)			(1,174,008	)
Currency Translation, Net of Taxes			751,304				(2,379,260	)
Other Comprehensive Loss		$	(3,002,391	)		$	(3,553,268	)
Comprehensive Income (Loss) Attributable To Non-controlling Interest in Subsidiaries			-				(2,394	)
Comprehensive Loss Attributable To LiqTech International Inc.		$	(3,002,391	)		$	(3,550,874	)

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		For the Three Months Period
		Ended March 31,
		2016				2015
Cash Flows from Operating Activities:
Net Loss		$	(3,753,695	)		$	(1,174,008	)
Adjustments to reconcile net (loss) to net cash provided (used) by operations:
Depreciation and amortization			352,488				349,377
Non-cash compensation			167,351				72,922
Bad debt expense			9,211				12,909
Reserve for obsolete inventory			108,884				-
Change in deferred tax asset / liability			2,718,813				(162,024	)
Changes in assets and liabilities:
(Increase) decrease in restricted cash			292,826				25,216
(Increase) decrease in accounts receivable			798,508				315,145
(Increase) decrease in inventory			(755,308	)			151,097
(Increase) decrease in prepaid expenses/deposits			(45,019	)			(24,887	)
Increase (decrease) in accounts payable			(1,908,533	)			(906,135	)
Increase (decrease) in accrued expenses			(183,297	)			(483,642	)
Increase (decrease) long-term contracts			1,910,375				429,901
Total Adjustments			3,466,299				(220,121	)
Net Cash Used by Operating Activities			(287,396	)			(1,394,129	)
Cash Flows from Investing Activities:
Purchase of property and equipment			(51,942	)			(92,075	)
Net Cash Used by Investing Activities			(51,942	)			(92,075	)
Cash Flows from Financing Activities:
Net payments proceeds on capital lease obligation			(26,347	)			(118,218	)
Payments on loans payable			(12,824	)			-
Net Cash Provided (Used) by Financing Activities			(39,171	)			(118,218	)
Gain (Loss) on Currency Translation			324,458				(1,169,542	)
Net Increase (decrease) in Cash and Cash Equivalents			(54,051	)			(2,773,964	)
Cash and Cash Equivalents at Beginning of Period			1,370,591				5,853,752
Cash and Cash Equivalents at End of Period		$	1,316,540			$	3,079,788

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		For the Three months period Ended March 31,
		2016				2015
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest		$	9,894			$	15,186
Income Taxes		$	570			$	-
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Compensation upon vesting of stock options granted to employees		$	110,526			$	33,089
Compensation for vesting of restricted stock awards issued to the board of directors			19,417				39,833
Value of warrants issued for services			37,408				-
Total		$	167,351			$	72,922

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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Business and Basis of Presentation

 

The consolidated financial statements include the accounts of LiqTech International, Inc. (“Parent”) and its subsidiaries. The terms "Company", “us", "we" and "our" as used in this report refer to Parent and its subsidiaries, which are set forth below. The Company engages in the development, design, production, marketing and sale of automated filtering systems, liquid filters, diesel particulate air filters and kiln furniture in United States, Canada, Europe, Asia and South America. Set forth below is a description of Parent and each of its subsidiaries:

 

LiqTech International, Inc., a Nevada corporation organized in July 2004, formerly known as Blue Moose Media, Inc.

 

LiqTech USA, a Delaware corporation and a wholly-owned subsidiary of Parent formed in May 2011.

 

LiqTech International AS, a Danish corporation, incorporated on January 15, 2000 (“LiqTech Int. DK”), a 100% owned subsidiary of LiqTech USA, engages in development, design, application, marketing and sales of membranes on ceramic diesel particulate and liquid filters and catalytic converters in Europe, Asia and South America.

 

LiqTech NA, Inc. (“LiqTech NA”), incorporated in Delaware on July 1, 2005, a 100% owned subsidiary of LiqTech USA. LiqTech NA, Inc. engages in the production, marketing and sale of ceramic diesel particulate and liquid filters and kiln furniture in United States and Canada.

 

LiqTech Asia (“LiqTech Asia”) a 60% owned subsidiary of LiqTech Int. DK, incorporated in South Korea on July 20, 2006, was a dormant subsidiary. The company was closed on March 6, 2015.

 

LiqTech Germany (“LiqTech Germany”) a 100% owned subsidiary of LiqTech Int. DK, incorporated in Germany on December 9, 2011, engages in marketing and sale of liquid filters in Germany. The Company is in the process of closing operations, which is expected to be completed during 2016.

 

LiqTech PTE Ltd, (“LiqTech Sing”) a 95% owned subsidiary of LiqTech Int. DK, incorporated in Singapore on January 19, 2012, engages in marketing and sale of liquid filters in Singapore and other countries in the area. The Company is in the process of closing operations, which is expected to be completed during 2016.

 

LiqTech Systems AS, a Danish Corporation ("LiqTech Systems") (Formerly Provital Solutions A/S) was incorporated on September 1, 2009 and engages in the manufacture of fully automated filtering systems for application within the pool and spa markets, marine applications, and a number of industrial applications within Denmark and international markets. The financial statements include the accounts of LiqTech Systems from the date of acquisition on July 31, 2014.

   

Consolidation -- The consolidated financial statements include the accounts and operations of the Company. The non-controlling interests in the net assets of the subsidiaries are recorded in equity. The non-controlling interests of the results of operations of the subsidiaries are included in the results of operations and recorded as the non-controlling interest in subsidiaries. All material inter-company transactions and accounts have been eliminated in the consolidation.

 

Functional Currency / Foreign currency translation -- The functional currency of LiqTech International, Inc., LiqTech USA, Inc. and LiqTech NA is the U.S. Dollar. The Functional Currency of LiqTech Int. DK and LiqTech Systems AS is the Danish Krone (“DKK”), the functional currency of LiqTech Germany is the Euro, the functional currency of LiqTech Singapore is the Singapore Dollar and the functional Currency of LiqTech Asia is South Korean Won. The Company’s reporting currency is U.S. Dollar for the purpose of these financial statements. The foreign subsidiaries balance sheet accounts are translated into U.S. Dollars at the period-end exchange rates and all revenue and expenses are translated into U.S. Dollars at the average exchange rates prevailing during the three months period ended March 31, 2016 and 2015. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arose from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.

 

Cash, Cash Equivalents and Restricted Cash -- The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had no balances held in a financial institution in the United States in excess of federally insured amounts at March 31, 2016 and December 31, 2015. At March 31, 2016 and December 31, 2015, the Company had cash balances of $0 and $292,826 that are restricted to secure guarantees issued by the Company. The cash is restricted until the underlying guarantees are released.

 

 

Accounts Receivable -- Accounts receivables consist of trade receivables arising in the normal course of business. The Company establishes an allowance for doubtful accounts which reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. 

 

The roll forward of the allowance for doubtful accounts for the three months ended March 31, 2016 and the year ended December 31, 2015 is as follows:

 

   

Inventory -- Inventory is carried at the lower of cost or market, as determined on the first-in, first-out method.

 

Property and Equipment -- Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized, upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets which range from three to ten years (See Note 4).

 

Long-Term Investments -- Investments in non-consolidated companies are included in long-term investments in the consolidated balance sheet and are accounted for under the cost method and equity method. For these non-quoted investments, we regularly review the assumptions underlying the operating performance and cash flow forecasts based on information requested from these privately held companies. Generally, this information may be more limited, may not be as timely as and may be less accurate than information available from publicly traded companies. Assessing each investment's carrying value requires significant judgment by management. If it is determined that there is an-other-than-temporary decline in the fair value of a non-public equity security, we write-down the investment to its fair value and record the related write-down as an investment loss in the consolidated statement of operations.

 

Intangible Assets -- Definite life intangible assets include patents. The Company accounts for definite life intangible assets in accordance with Financial Accounting Standards Board, (“FASB”) Accounting Standards Codification, (“ASC”) Topic 350, “Goodwill and Other Intangible Assets” and amortized the patents on a straight line basis over the estimated useful life of two to ten years. 

 

Goodwill -- Goodwill is evaluated for impairment annually, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows.

 

Revenue Recognition and Sales Incentives -- The Company accounts for revenue recognition in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB 101), FASB ASC 605 Revenue Recognition. The Company recognizes revenue when rights and risk of ownership have passed to the customer, when there is persuasive evidence of an arrangement, product has been shipped or delivered to the customer, the price and terms are finalized, and collections of resulting receivable is reasonably assured. Products are primarily shipped FOB shipping point at which time title passes to the customer. In some instances the Company uses common carriers for the delivery of products. In these arrangements, sales are recognized upon delivery to the customer. The Company's revenue arrangements with its customers often include early payment discounts and such sales incentives are recorded against sales.

 

The Company has received long-term contracts for the installation of various water filtrations systems and grants from government entities for development and use of silicon carbide membranes in various water filtration and treatment applications. Revenues from long-term contracts and grants are recognized on the percentage-of-completion method, measured by the percentage of project costs incurred to date to estimated total project costs for each long-term contract or grant multiplied by the long-term contract or grant income on a project by project basis. This method is used because management considers costs incurred to be the best available measure of progress on contracts in process.

  

Project costs of the long-term contracts and grants include all direct material and labor costs and those indirect costs related to the project. Project costs are capitalized and accreted into cost of sales based on the percentage of the project completed. Should a loss be estimated on an incomplete project it would be recorded in the period in which such a loss is determined. Changes in estimated profitability of a project are recognized in the period in which the revisions are determined. The aggregate of costs incurred and income recognized on incomplete projects are recorded as costs in excess of billings and are shown as a current asset. The aggregate of billings in excess of related costs incurred and income recognized on projects is shown as a current liability.

 

  

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

In Denmark, Value Added Tax (“VAT”) of 25% of the invoice amount is collected in respect of the sales of goods on behalf of tax authorities. The VAT collected is not revenue of the Company; instead, the amount is recorded as a liability on the balance sheet until such VAT is paid to the authorities. 

 

Advertising Cost -- Cost incurred in connection with advertising of the Company’s products is expensed as incurred. Such costs amounted to $5,966 and $15,465 for the three months ended March 31, 2016 and 2015, respectively.

 

Research and Development Cost -- The Company expenses research and development costs for the development of new products and systems as incurred. Included in operating expense for the three months ended March 31, 2016 and 2015 were $188,513 and $162,473, respectively, of research and development costs.

 

Income Taxes -- The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes. This statement requires an asset and liability approach for accounting for income taxes.

 

Income (Loss) Per Share -- The Company calculates earnings (loss) per share in accordance with FASB ASC 260 Earnings Per Share. Basic earnings per common share (EPS) are based on the weighted average number of common shares outstanding during each period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive common shares. Potential common shares included in the diluted earnings per share calculation include in-the-money stock options and warrants that have been granted but have not been exercised.

 

Stock Options and Awards -- The Companies have granted stock options to certain key employees. See Note 13. During the periods presented in the accompanying consolidated financial statements, the Company has granted stock options and awards. The Company accounts for options in accordance with the provisions of FASB ASC Topic 718, Compensation – Stock Compensation. Non-cash compensation costs of $110,526 and $33,089 have been recognized for the vesting of options and stock awards granted to employees with an associated recognized tax benefit of $43,699 and $0 for the three months ended March 31, 2016 and 2015, respectively.

 

Fair Value of Financial Instruments --The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

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Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

   

	●	Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
	●	Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, investments, accounts payable, accrued expenses, capital lease obligations and notes payable approximates their recorded values due to their short-term maturities.

  

Accounting Estimates -- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets allowance for doubtful accounts receivable, cost in excess of billings, reserve for obsolete inventory, depreciation and impairment of property plant and equipment and impairment of goodwill and liabilities billings in excess of cost commitment and contingencies, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated.

 

Recent Accounting Pronouncements -- In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On July 9 2015, the FASB agreed to delay the effective date by one year; accordingly, the new standard is effective for us beginning in the first quarter of 2018 and we expect to adopt it at that time. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. We have not yet selected a transition method, nor have we determined the impact of the new standard on our consolidated financial statements.

 

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

In 2015, the FASB issued an amended standard requiring that we classify all deferred tax assets and liabilities as non-current on the balance sheet instead of separating deferred taxes into current and non-current. The amended standard is effective for us beginning in the first quarter of 2017; early adoption is permitted and we are evaluating whether we will early adopt. The amended standard may be adopted on either a prospective or retrospective basis. We do not expect that the adoption of this standard will have a significant impact on our financial position or results of operations.

 

In February 2016, the FASB issued changes to the accounting for leases that primarily affect presentation and disclosure requirements. The new standard will require the recognition of a right to use asset and underlying lease liability for operating leases with an initial life in excess of one year. This standard is effective for us beginning in the first quarter of 2019. We have not yet determined the impact of the new standard on our consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements. 

NOTE 2 - RELATED PARTY TRANSACTIONS

  

During March 2015, an officer of LiqTech NA provided $25,000 in non-interest bearing advances to the Company. These advances were repaid in May 2015.

NOTE 3 - INVENTORY

 

Inventory consisted of the following at March 31, 2016 and December 31, 2015:

 

 

NOTE 4 - PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following at March 31, 2016 and December 31, 2015:

 

 

Depreciation expense amounted to $351,743 and $346,273 for the three months ended March 31, 2016 and 2015, respectively. The property and equipment is held as collateral on a lines of credit and guarantees with financial institutions. See Note 9.

 

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NOTE 5 - INVESTMENTS AT COSTS

 

The following tables summarize Level 1, 2 and 3 financial assets and financial (liabilities) by their classification in the Statement of Financial Position:

 

    

 

At March 31, 2016, our total investments of $22,790 consisted of an investment of $5,692 in LEA Technology in France to strengthen our sales channels in the French market and an investment of $17,098 in LiqTech Italy, a newly organized Italian Company, to strengthen our sales channels in the Italian market.

 

At December 31, 2015, our total investments of $21,838 consisted of an investment of $5,460 in LEA Technology in France to strengthen our sales channels in the French market and an investment of $16,378 in LiqTech Italy, a newly organized Italian Company, to strengthen our sales channels in the Italian market.

NOTE 6 - DEFINITE-LIFE INTANGIBLE ASSETS

 

At March 31, 2016 and December 31, 2015, definite-life intangible assets, net of accumulated amortization, consisted of patents on the Company’s products of $9,641 and $ 10,386, respectively. The patents are recorded at cost and amortized over two to ten years. Amortization expense for the three months ended March 31, 2016 and 2015 was $745 and $3,105, respectively. Expected future amortization expense for the years ended are as follows: 

 

  

NOTE 7 - GOODWILL

 

The following is a summary of goodwill:

 

 

 

 

Goodwill is evaluated for impairment annually in the fourth quarter of the Company’s fiscal year, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. Key variables included in evaluating goodwill for impairment include the pipeline of proposed potential customer sales, budgeted reoccurring sales, risk free interest rate and risk premium rate and future budgeted operating results. The company recorded no impairment charge on goodwill, during the years ended December 31, 2015 as managements estimated fair value of the reporting unit exceeded the carrying value.

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NOTE 8 - NOTES PAYABLE

 

The Company has a 4.02% Notes payable used to purchase a vehicle with $68,819 and $0 balance outstanding as of March 31, 2016 and December 31, 2015. The note calls for monthly payments of $1,423, matures August 1, 2020 and is secured by the vehicle purchased.

 

The following represents the future maturities of long-term debt as of March 31, 2016:

 

 

NOTE 9 - LINES OF CREDIT

 

In connection with certain orders, we have to give the customer a working guarantee or a prepayment guarantee or security bond. For that purpose, we have a guarantee line of DKK 473,100 (approximately $72,000 at March 31, 2016) with a bank, subject to certain base limitations. As of March 31, 2016, we had DKK473,100 (approximately $72,000) in working guarantee against the line. This line of credit is guaranteed by Vækstfonden (the Danish state's investments fund) and is secured by certain assets of LiqTech Systems such as receivables, inventory and equipment.

 

NOTE 10 - LEASES

 

Operating Leases -- The Company leases office and production facilities under operating lease agreements expiring in August 2018, May 2018, February 2017, June 2017, December 2016 and June 2016. In some of these lease agreements, the Company has the right to extend.

 

The future minimum lease payments for non-cancelable operating leases having remaining terms in excess of one year as of March 31, 2016 are as follows:

 

 

Lease expense charged to operations was $185,115 and $189,404 for the three months ended March 31, 2016 and 2015, respectively.

 

Capital Leases -- The Company leases equipment on various variable rate capital leases currently calling for monthly payments of approximately $10,043, $3,892, $636 and $573 expiring through July 2018.. Included in property and equipment, at March 31, 2016 and December 31, 2015, the Company had recorded equipment on capital lease at $1,358,742 and $ 1,302,005, respectively, with related accumulated depreciation of $1,078,080 and $ 1,033,062, respectively. 

  

During the three months ended March 31, 2016 and 2015, depreciation expense for equipment on capital leases amounted to $33,915, and $39,659, respectively, and has been included in depreciation expense. During the three months ended March 31, 2016 and 2015, interest expense on a capital lease obligation amounted to $5,146 and $8,031, respectively.

   

Future minimum capital lease payments are as follows for the periods ended December 31: 

 

  

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NOTE 11 - AGREEMENTS AND COMMITMENTS

 

401(K) Profit Sharing Plan -- LiqTech NA has a 401(k) profit sharing plan and trust covering certain eligible employees. The amount LiqTech NA contributes is discretionary. For the three months ended March 31, 2016 and 2015, matching contributions were expensed and totaled $2,826 and $3,934, respectively.

 

Contingencies -- From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.

 

On September 9, 2014, Mr. Raffaele Bruno Tronchetti Provera (“Plaintiff”), the 60% owner of LiqTech Italy s.r.l. (the “Venture”), sued LiqTech International A/S, the 40% owner of the Venture (“Defendant”), for an amount of euro 750,000 (approximately $690,000 at December 31, 2015) before the Court of Como, Italy alleging, among other things, that certain products provided by Defendant to the Venture were defective.  As of May 9, 2016, the case is in a preliminary stage where the court has appointed an expert in order to verify the quality of the products in order to determine whether there is sufficient evidence to proceed. An evaluation of the outcome will only be possible after the results of the court appointment expert are known. The defendant believes that the claims are without merit and intends to vigorously defend any litigation.

 

In connection with certain orders, we have to give the customer a working guarantee or a prepayment guarantee or security bond. For that purpose, we have a guarantee line of DKK 473,100 (approximately $72,000 at March 31, 2016) with a bank, subject to certain base limitations. As of March 31, 2016, we had DKK473,100 (approximately $72,000) in working guarantee against the line. 

NOTE 12 - INCOME TAXES

 

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes; which requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carry forwards. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events, the effects of which cannot be determined. In accordance with prevailing accounting guidance, the Company is required to recognize and disclose any income tax uncertainties. The guidance provides a two-step approach to recognizing and measuring tax benefits and liabilities when realization of the tax position is uncertain. The first step is to determine whether the tax position meets the more-likely-than-not condition for recognition and the second step is to determine the amount to be recognized based on the cumulative probability that exceeds 50%, Actual results could differ from these estimates.

 

Current tax planning strategies, including our new Business Plan strategy, have management estimating that it is more likely not that the business units will be able to generate pretax profit equal to or in excess of the net operating loss carryforwards. As of March 31, 2016 the Company had net operating loss carryovers of approximately $8,935,000 for U.S. Federal purposes expiring through 2035; approximately $5,310,000 for Danish tax purposes which do not expire; approximately $108,000 for German tax purposes which do not expire and approximately $113,000 for Singapore tax purposes which do not expire. 

 

As of March 31, 2016 and December 31, 2015, the Company established a valuation allowance of $3,299,371 and $228,170 for the tax paying components LiqTech International Inc., LiqTech NA, LiqTech Singapore and LiqTech Germany as management could not determine that it was more than likely not that sufficient income could be generated by these components to realize the resulting net operating loss carry forwards of these components.  The change in the valuation for the period ended March 31, 2016 was $2,774,283.

 

The Company is not relying on the reversal of deferred tax liabilities to realize the deferred tax assets. The same variable used by the Company in evaluating goodwill for impairment were used in assessing the realization of deferred tax assets (See Note 7).  

 

The Company further considered the following positive and negative evidence:

 

Positive Evidence

 

1) The Company acquired LiqTech Systems AS on July 2014. LiqTech Systems designs water treatment system for pool filtration around the silicon carbide manufactured by LiqTech International AS. Synergies realized by the acquisition include accelerating the change of business strategy to manufacture and offer full water treatment systems.

 

2) During 2015, the Company secured and manufactured water treatment systems in the pool filtration, pre drinking water filters, ground water filtration, oil and gas, marine waste water, and mining industries.

 

3) The Company had profitable 2015 third and fourth quarter results. The Company noted a significant increase in proposed sales pipeline from December 31, 2014 to 2015.

 

 

4) In June 2015, the Company executed a Diesel Particular Filtration supplier contract in China.

 

5) For Danish tax purposes the Company is able to obtain tax refunds for research and development expenditures

 

Negative Evidence 

 

1) The Company has noted a longer than anticipated sales cycle from proposals to signing filtration systems orders.

 

2) The Company has a net loss from operations for the year ended December 31, 2015.

 

3) The Company has a net loss from operations for the period ended March 31, 2016.

 

4) The Company has experienced a decrease in DPF sales.

 

The temporary differences, tax credits and carry forwards gave rise to the following deferred tax asset (liabilities) at March 31, 2016 and December 31, 2015:  

 

  

  

A reconciliation of income tax expense at the federal statutory rate to income tax expense at the Company’s effective rate is as follows for the three months ended March 31, 2016 and 2015: 

 

 

 

The components of income tax expense (benefit) from continuing operations for the three months ended March 31, 2016 and 2015 consisted of the following:

 

 

 

Deferred income tax expense / (benefit) results primarily from the reversal of temporary timing differences between tax and financial statement income. 

  

The Company files Danish and U.S. federal and Minnesota state income tax returns. LiqTech International AS is generally no longer subject to tax examinations for years prior to 2010 for their Danish tax returns. LiqTech NA is generally no longer subject to tax examinations for years prior to 2012 for U.S. federal and U.S. states tax returns. 

NOTE 13 - INCOME (LOSS) PER SHARE

 

The following data shows the amounts used in computing earnings per share and the effect on income and the weighted average number of shares of potential dilutive common stock for the year ended December 31, 2015 and 2014:

 

 

For the three months ended March 31, 2016, Parent had 1,071,000 options outstanding to purchase common stock of Parent at $0.74 to $1.90 per share and Parent had 7,325,575 warrants outstanding to purchase common stock of Parent at $0.81 to $4.06 per share, which were not included in the loss per share computation because their effect would be anti-dilutive.

 

For the three months ended March 31, 2015, Parent had 503,500 options outstanding to purchase common stock of the Parent at $1.57 to $1.90 per share and Parent had 7,025,575 warrants outstanding to purchase common stock of the Parent at $1.50 to $4.06 per share, which were not included in the loss per share computation because their effect would be anti-dilutive.

NOTE 14 - STOCKHOLDERS' EQUITY

 

Common Stock -- Parent has 100,000,000 authorized shares of common stock, $0.001 par value. As of March 31, 2016 and December 31, 2015, respectively, there were 39,532,035 and 39,532,035 common shares issued and outstanding.      

 

Voting -- Holders of Parent common stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do not have any right to cumulate votes in the election of directors. 

 

Dividends -- Subject to the rights and preferences of the holders of any series of preferred stock which may at the time be outstanding, holders of Parent common stock are entitled to receive ratably such dividends as our Board of Directors from time to time may declare out of funds legally available.  

 

Liquidation Rights -- In the event of any liquidation, dissolution or winding-up of affairs of Parent, after payment of all of our debts and liabilities and subject to the rights and preferences of the holders of any outstanding shares of any series of our preferred stock, the holders of Parent common stock will be entitled to share ratably in the distribution of any of our remaining assets.  

  

Other Matters -- Holders of Parent common stock have no conversion, preemptive or other subscription rights, and there are no redemption rights or sinking fund provisions with respect to the common stock. All of the issued and outstanding shares of common stock on the date of this report are validly issued, fully paid and non-assessable.

 

Preferred Stock -- Our Board of Directors has the authority to issue Parent preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights, the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders. The issuance of Parent preferred stock may have the effect of delaying, deferring or preventing a change in control of us without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.

 

Common Stock Issuance

 

On August 14, 2015, the Company issued an additional 27,253 shares of restricted stock valued at $20,167 for services provided and to be provided by the board of directors. The Company will recognize the non-cash compensation of the award over the requisite service period, of which 27,253 shares vested on January 1, 2016.

 

 

 

On April 13, 2015, the Company issued an additional 100,000 shares of restricted stock valued at $75,000 for services provided and to be provided by the board of directors. The Company will recognize the non-cash compensation of the award over the requisite service period, of which 33,333 shares vested on January 1, 2016, 33,333 shares will vest on January 1, 2017 and 33,334 shares will vest on January 1, 2018.

  

For the three month period ended March 31, 2016 and 2015, the Company has recorded non-cash compensation expense of $19,417 and $39,833 relating to the awards, respectively.   

 

Common Stock Purchase Warrants

 

A summary of the status of the warrants outstanding at March 31, 2016 is presented below:

 

    

At March 31, 2016, the Company had 133,333 non-vested warrants. We have recorded non-cash compensation expense of $37,408 for the three months period ended March 31, 2016 related to the warrants issued.

 

The exercise price of the warrants and the number of shares underlying the warrants are subject to adjustment for stock dividends, subdivisions of the outstanding shares of common stock and combinations of the outstanding shares of common stock. For so long as the warrants remain outstanding, we are required to keep reserved from our authorized and unissued shares of common stock a sufficient number of shares to provide for the issuance of the shares underlying the warrants.

 

On February 15, 2015, the Company issued to LCL Finance Limited a warrant to purchase 100,000 shares at an exercise price of $1.00 per share. The warrants are exercisable immediately and will remain exercisable until December 31, 2017.

 

On June 4, 2015, the Company issued to Wolfe Axelrod Weinberger Associates, LLC a warrant to purchase 200,000 shares at an exercise price of $1.00 per share. The warrants vested 1/3 upon issuance, will vest 1/3 on June 4, 2016 and 1/3 on June 2017, and will remain exercisable until December 31, 2017.

  

Stock Options  

 

In August 2011, Parent’s Board of Directors adopted a Stock Option Plan (the “Plan”). Under the terms and conditions of the Plan, the Board of Directors is empowered to grant stock options to employees, officers, and directors of the Company. At March 31, 2016, 1,071,000 options were granted and outstanding under the Plan. 

 

The Company recognizes compensation costs for stock option awards to employees based on their grant-date fair value. The value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used to estimate the fair values of the stock options granted using the Black-Scholes option-pricing model are as follows:

 

 

The Company recognized stock based compensation expense related to the options of $110,525 and $33,089 for the three months ended March 31, 2016 and 2015, respectively. At March 31, 2016 the Company had approximately $342,282 of unrecognized compensation cost related to non-vested options expected to be recognized through December 31, 2025.

 

   

A summary of the status of the options outstanding under the Company’s stock option plans at March 31, 2016 is presented below: 

 

 

A summary of the status of the options at March 31, 2016, and changes during the period is presented below:

 

 

At March 31, 2016, the Company had 525,000 non-vested options with a weighted average exercise price of $0.74 and with a weighted average grant date fair value of $0.46, resulting in unrecognized compensation expense of $165,508, which is expected to be expensed over a weighted-average period of 4.31 years.

 

The total intrinsic value of options at March 31, 2016 was $0. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or at March 31, 2016 (for outstanding options), less the applicable exercise price. 

  

NOTE 15 - SIGNIFICANT CUSTOMERS / CONCENTRATION

 

For the three months ended March 31, 2016, our four largest customers accounted for approximately 34%, 7%, 6% and 4% of our net sales (approximately 51% in total).

 

The Company had no customers that accounted for more than 10% of total sales at March 31, 2015.

   

The Company sells products throughout the world; sales by geographical region are as follows for the three months ended March 31, 2016 and 2015:  

 

  

 

The Company’s sales by product line are as follows for the three months ended March 31, 2016 and 2015:

 

 

NOTE 16 – ACQUISITION

 

Acquisition - On the July 29, 2014, the Company, through its subsidiary, LiqTech Int. DK, completed the acquisition of all of the issued and outstanding capital stock (the “Provital Shares”) of Provital Solutions A/S, a Danish company (“Provital”) from Masu A/S, a Danish company (“MASU”). In consideration for the Provital Shares, MASU received cash consideration in the sum of DKK 12,600,000, that is, approximately USD$2,300,000, and 4,044,782 shares of the Company’s common stock (the “Payment Shares”).

 

Two-thirds (2/3) of the Payment Shares have been held in escrow, of which one half were to be released from escrow upon determining that Provital, for the year ended December 31, 2014, achieved (i) gross revenues of not less than DKK 65,000,000 9,932,000 and EBITDA of DKK 6,500,000 that is, approximately USD$993,000, or (ii) EBITDA of not less than DKK 10,000,000 that is, approximately USD$1,528,000 and gross revenues of not less than DKK 50,000,000 that is, approximately USD$7,640,000. The other half were to be released from escrow upon determining that Provital, for the year ended December 31, 2015, achieved (i) gross revenues of not less than DKK 120,000,000 that is, approximately USD$18,335,000 and EBITDA of DKK 12,000,000 1,834,000, or (ii) EBITDA of not less than DKK 16,000,000 that is, approximately USD$2,445,000 and gross revenues of not less than DKK 80,000,000 that is, approximately USD$12,223,000. All escrowed Provital Shares remain in escrow as of March 31, 2016.  

  

The purchase agreement includes “catch up” provisions that provide that the Payment Shares placed in escrow will be released from escrow if Provital (1) for the years ended December 31, 2014 and December 31, 2015, achieves accumulated gross revenues (i) exceeding DKK 185,000,000 and EBITDA of DKK 18,500,000 that is, approximately USD$2,827,000, or (ii) EBITDA of not less than DKK 26,000,000 that is, approximately USD$3,973,000 and gross revenues of not less than DKK 130,000,000 that is, approximately USD$19,863,000 or (2) for the year ending December 31, 2016, achieves gross revenues exceeding DKK 105,000,000 that is, approximately USD$16,043,000 and EBITDA of not less than DKK 21,000,000 that is, approximately USD$3,209,000. All such escrowed Provital Shares remain in escrow as of March 31, 2016.   

NOTE 17 – SUBSEQUENT EVENTS

 

The Company’s management reviewed material events through May 11, 2016 and there were no subsequent events.

 

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