UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the nine monthmonths period ended September 30, 20212022
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________________ to _______________________ to
Commission File Number: 001-36210
LiqTech International, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 20-1431677 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
Industriparken 22C, DK 2750 Ballerup, Denmark | ||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +45 3131 5941
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, $0.001 par value | LIQT | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☒ 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 ☒ 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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
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 ☒
As of November 15, 2021,10, 2022, there were 21,285,70643,896,871 shares of common stock, $0.001 par value per share, outstanding.
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
Quarterly Report on Form 10-Q
For the Period Ended September 30, 20212022
FORWARD-LOOKING STATEMENTS
Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” regarding the plans and objectives of management for future operations and market trends and expectations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the continued expansion of our business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. This is especially underlined by the impacts from the COVID-19 pandemic, related supply chain disruptions, inflationary pressure, macro-economic uncertainty, and the European energy crisis on the Company, including the related effects to our business operations, results of operations, cash flows, and financial position. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light ofConsidering the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.
Forward-looking statements include, but are not limited to, statements concerning:
● | The COVID-19 pandemic and its effects on our business operations and financial condition; |
● | Prolonged period of inflationary pressure including risk of energy shortage and rising energy prices in Europe; |
● | Our dependence on a few major customers for a significant portion of our revenue and the potential adverse effects to our |
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● | The potential interruption or delay of raw materials and components caused by restrictions on freight and transportation routes; |
● | The exposure to potentially adverse tax consequences on our international operations; |
● | Our ability to adapt to potentially adverse changes in global and regional economic conditions and |
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● | The potential negative impact to the sales of our products caused by technological advances of our competitors; |
● | The adverse effect to our business operations if we fail to obtain adequate supplies of raw materials and components or fail to obtain raw materials and components at affordable prices; |
● | Our potential reliance on subcontractors or to develop sufficient manufacturing capacity to meet demand; |
● | The financial impact from the fluctuation and volatility of foreign currencies; |
● | The potential liability for environmental harm or damages resulting from technical faults or failures of our products; |
● | The possibility that an investor |
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Any forward-looking statement made by us herein speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
PART I - FINANCIAL INFORMATION
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of | As of | As of | As of | |||||||||||||
September 30, | December 31, | September 30, | December 31, | |||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Assets | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and restricted cash | $ | 20,692,339 | $ | 13,264,449 | $ | 17,605,377 | $ | 17,489,380 | ||||||||
Accounts receivable, net of allowance for doubtful accounts of $519,157 and $498,044 at September 30, 2021 and December 31, 2020, respectively | 2,233,586 | 3,129,109 | ||||||||||||||
Inventories, net of allowance for excess and obsolete inventory of $622,215 and $723,949 at September 30, 2021 and December 31, 2020, respectively | 5,117,362 | 5,522,038 | ||||||||||||||
Accounts receivable, net of allowance for doubtful accounts of $161,311 and $409,076 at September 30, 2022 and December 31, 2021, respectively | 2,843,864 | 1,957,579 | ||||||||||||||
Inventories, net of allowance for excess and obsolete inventory of $578,076 and $268,470 at September 30, 2022 and December 31, 2021, respectively | 4,657,188 | 5,421,027 | ||||||||||||||
Contract assets | 1,939,107 | 2,708,136 | 2,078,472 | 1,906,510 | ||||||||||||
Prepaid expenses and other current assets | 686,112 | 1,031,194 | 2,653,978 | 1,292,285 | ||||||||||||
Total Current Assets | 30,668,506 | 25,654,926 | 29,838,879 | 28,066,781 | ||||||||||||
Long-Term Assets: | ||||||||||||||||
Property and equipment, net of accumulated depreciation of $8,337,314 and $8,908,145 at September 30, 2021 and December 31, 2020, respectively | 9,345,299 | 10,321,511 | ||||||||||||||
Property and equipment, net of accumulated depreciation of $7,848,569 and $7,554,803 at September 30, 2022 and December 31, 2021, respectively | 6,877,185 | 8,858,993 | ||||||||||||||
Operating lease right-of-use assets | 7,246,422 | 4,947,734 | 3,119,806 | 6,925,807 | ||||||||||||
Deposits and other assets | 517,847 | 545,673 | 390,634 | 628,109 | ||||||||||||
Intangible assets, net of accumulated amortization of $336,961 and $269,441 at September 30, 2021 and December 31, 2020, respectively | 370,012 | 480,060 | ||||||||||||||
Intangible assets, net of accumulated amortization of $376,954 and $357,231 at September 30, 2022 and December 31, 2021, respectively | 218,190 | 334,743 | ||||||||||||||
Goodwill | 245,467 | 260,233 | 206,639 | 240,259 | ||||||||||||
Total Long-Term Assets | 17,725,047 | 16,555,211 | 10,812,454 | 16,987,911 | ||||||||||||
Total Assets | $ | 48,393,553 | $ | 42,210,137 | $ | 40,651,333 | $ | 45,054,692 |
The accompanying notes are an integral part of these unaudited financial statements.
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of | As of | As of | As of | |||||||||||||
September 30, | December 31, | September 30, | December 31, | |||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Liabilities and Stockholders’ Equity | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable | $ | 2,023,985 | $ | 2,332,151 | $ | 1,617,452 | $ | 1,646,662 | ||||||||
Accrued expenses | 4,363,370 | 4,908,961 | 3,447,107 | 4,685,665 | ||||||||||||
Current portion of finance lease obligations | 379,726 | 394,839 | 321,788 | 373,824 | ||||||||||||
Current portion of operating lease liabilities | 781,235 | 1,026,235 | 511,240 | 846,544 | ||||||||||||
Current portion of convertible note payable | 5,880,000 | 0 | ||||||||||||||
Current portion of Convertible Note payable | - | 8,400,000 | ||||||||||||||
Contract liabilities | 908,172 | 1,152,748 | 635,167 | 914,828 | ||||||||||||
Total Current Liabilities | 14,336,488 | 9,814,934 | 6,532,754 | 16,867,523 | ||||||||||||
Convertible note payable, net of discount of $2,504,462 and $0 at September 30, 2021 and December 31, 2020, respectively | 8,415,538 | 0 | ||||||||||||||
Deferred tax liability | 245,262 | 305,167 | 154,478 | 224,779 | ||||||||||||
Other liabilities, net of current portion | 564,621 | 0 | - | 346,939 | ||||||||||||
Finance lease obligations, net of current portion | 2,650,139 | 3,112,496 | 1,911,361 | 2,499,591 | ||||||||||||
Operating lease liabilities, net of current portion | 6,485,282 | 4,159,225 | 2,608,566 | 6,154,064 | ||||||||||||
Senior Promissory Notes, net | 5,395,240 | - | ||||||||||||||
Convertible Note payable, less current portion | - | 6,186,936 | ||||||||||||||
Total Long-term Liabilities | 18,360,842 | 7,576,888 | 10,069,645 | 15,412,309 | ||||||||||||
Total Liabilities | 32,697,330 | 17,391,822 | 16,602,399 | 32,279,832 | ||||||||||||
Stockholders' Equity: | ||||||||||||||||
Series A Convertible Preferred stock; par value $0.001, 2,500,000 shares authorized, 0 shares issued and outstanding at September 30, 2021 and December 31, 2020 | - | - | ||||||||||||||
Common stock; par value $0.001, 100,000,000 shares authorized, 21,285,706 and 21,655,461 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 21,285 | 21,655 | ||||||||||||||
Preferred stock; par value $0.001, 2,500,000 shares authorized, 0 shares issued and outstanding at September 30, 2022 and December 31, 2021 | - | - | ||||||||||||||
Common stock; par value $0.001, 100,000,000 shares authorized, 43,896,871 and 21,285,706 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 43,896 | 21,285 | ||||||||||||||
Additional paid-in capital | 70,784,780 | 69,897,698 | 96,785,016 | 70,910,902 | ||||||||||||
Accumulated deficit | (50,516,461 | ) | (42,054,968 | ) | (65,188,075 | ) | (53,181,928 | ) | ||||||||
Accumulated other comprehensive loss | (4,593,381 | ) | (3,046,070 | ) | (7,591,903 | ) | (4,975,399 | ) | ||||||||
Total Stockholders' Equity | 15,696,223 | 24,818,315 | 24,048,934 | 12,774,860 | ||||||||||||
Total Liabilities and Stockholders' Equity | $ | 48,393,553 | $ | 42,210,137 | $ | 40,651,333 | $ | 45,054,692 |
The accompanying notes are an integral part of these unaudited financial statements.
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended | For the Nine Months Ended | For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
Revenue | $ | 4,142,954 | $ | 3,543,730 | $ | 12,157,394 | $ | 18,467,057 | $ | 3,305,534 | $ | 4,142,954 | $ | 11,961,062 | $ | 12,157,394 | ||||||||||||||||
Cost of goods sold | 3,946,732 | 3,852,210 | 11,525,847 | 15,641,998 | ||||||||||||||||||||||||||||
Cost of Goods Sold | 3,198,255 | 3,946,732 | 11,460,102 | 11,525,847 | ||||||||||||||||||||||||||||
Gross Profit | 196,222 | (308,480 | ) | 631,547 | 2,825,059 | 107,279 | 196,222 | 500,960 | 631,547 | |||||||||||||||||||||||
Operating Expenses: | ||||||||||||||||||||||||||||||||
Selling expenses | 1,205,849 | 741,738 | 3,417,933 | 2,024,485 | 676,420 | 1,205,849 | 2,932,881 | 3,417,933 | ||||||||||||||||||||||||
General and administrative expenses | 1,102,772 | 1,526,327 | 3,824,574 | 4,585,857 | 1,429,315 | 1,102,772 | 4,611,375 | 3,824,574 | ||||||||||||||||||||||||
Research and development expenses | 497,823 | 256,239 | 1,370,059 | 883,752 | 283,524 | 497,823 | 1,377,097 | 1,370,059 | ||||||||||||||||||||||||
Restructuring costs | (1,964 | ) | - | 1,786,863 | - | |||||||||||||||||||||||||||
Total Operating Expense | 2,806,444 | 2,524,304 | 8,612,566 | 7,494,094 | 2,387,295 | 2,806,444 | 10,708,216 | 8,612,566 | ||||||||||||||||||||||||
Loss from Operations | (2,610,222 | ) | (2,832,784 | ) | (7,981,019 | ) | (4,669,035 | ) | (2,280,016 | ) | (2,610,222 | ) | (10,207,756 | ) | (7,981,019 | ) | ||||||||||||||||
Other Income (Expense) | ||||||||||||||||||||||||||||||||
Interest and other income | 0 | 8,164 | 0 | 12,901 | 1,870 | - | 344,593 | - | ||||||||||||||||||||||||
Gain on modification of earn-out liability | 0 | 301,573 | 0 | 301,573 | ||||||||||||||||||||||||||||
Interest expense | (235,318 | ) | (41,388 | ) | (491,335 | ) | (102,926 | ) | (28,514 | ) | (235,318 | ) | (394,532 | ) | (491,335 | ) | ||||||||||||||||
Amortization discount on convertible note | (292,129 | ) | 0 | (543,933 | ) | 0 | ||||||||||||||||||||||||||
Fair value adjustment of warrants | 0 | (664,350 | ) | 0 | (901,250 | ) | ||||||||||||||||||||||||||
Amortization discount on Notes | (84,098 | ) | (292,129 | ) | (2,304,054 | ) | (543,933 | ) | ||||||||||||||||||||||||
Gain (Loss) on currency transactions | 218,030 | (660,747 | ) | 506,018 | (821,681 | ) | 628,137 | 218,030 | 361,928 | 506,018 | ||||||||||||||||||||||
Gain on lease termination | (3,317 | ) | - | 150,258 | - | |||||||||||||||||||||||||||
Gain on sale of fixed assets | (8 | ) | 0 | 1,126 | 0 | (19 | ) | (8 | ) | 642 | 1,126 | |||||||||||||||||||||
Total Other Income (Expense) | (309,425 | ) | (1,056,748 | ) | (528,124 | ) | (1,511,383 | ) | 514,059 | (309,425 | ) | (1,841,165 | ) | (528,124 | ) | |||||||||||||||||
Loss Before Income Taxes | (2,919,647 | ) | (3,889,532 | ) | (8,509,143 | ) | (6,180,418 | ) | (1,765,957 | ) | (2,919,647 | ) | (12,048,421 | ) | (8,509,143 | ) | ||||||||||||||||
Income Tax Benefit | (15,691 | ) | (16,113 | ) | (47,650 | ) | (46,687 | ) | (13,293 | ) | (15,691 | ) | (42,274 | ) | (47,650 | ) | ||||||||||||||||
Net Loss | $ | (2,903,956 | ) | $ | (3,873,419 | ) | $ | (8,461,493 | ) | $ | (6,133,731 | ) | $ | (1,752,664 | ) | $ | (2,903,956 | ) | $ | (12,006,147 | ) | $ | (8,461,493 | ) | ||||||||
Basic and Diluted Loss Per Share | $ | (0.13 | ) | $ | (0.18 | ) | $ | (0.39 | ) | $ | (0.29 | ) | $ | (0.04 | ) | $ | (0.13 | ) | $ | (0.37 | ) | $ | (0.39 | ) | ||||||||
Basic and Diluted Weighted Average Common Shares Outstanding | 21,540,688 | 21,653,514 | 21,661,945 | 21,059,251 | 43,891,799 | 21,769,461 | 32,529,152 | 21,661,945 |
The accompanying notes are an integral part of these unaudited financial statements.
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE LOSS (UNAUDITED)
For the Three Months Ended | For the Nine Months Ended | For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
Net Loss | (2,903,956 | ) | (3,873,419 | ) | (8,461,493 | ) | (6,133,731 | ) | (1,752,664 | ) | (2,903,956 | ) | (12,006,147 | ) | (8,461,493 | ) | ||||||||||||||||
Other Comprehensive Income - Currency Translation, Net | (603,894 | ) | 1,422,294 | (1,547,311 | ) | 1,666,112 | ||||||||||||||||||||||||||
Other Comprehensive Loss - Currency Translation, Net | (1,646,038 | ) | (603,894 | ) | (2,616,504 | ) | (1,547,311 | ) | ||||||||||||||||||||||||
Total Comprehensive Loss | $ | (3,507,850 | ) | $ | (2,451,125 | ) | $ | (10,008,804 | ) | $ | (4,467,619 | ) | $ | (3,398,702 | ) | $ | (3,507,850 | ) | $ | (14,622,651 | ) | $ | (10,008,804 | ) |
The accompanying notes are an integral part of these unaudited financial statements.
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
For the period ended September 30, 20212022 and September 30, 20202021
Additional | Accumulated Other | Accumulated Other | ||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Paid-in | Accumulated | Comprehensive | Additional | Compre- | |||||||||||||||||||||||||||||||||||||||||||
Common Stock | Paid-in | Accumulated | hensive | |||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Capital | Deficit | Income/(Loss) | TOTAL | |||||||||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2021 | 21,285,706 | 21,285 | 70,910,092 | (53,181,928 | ) | (4,975,399 | ) | 12,774,860 | ||||||||||||||||||||||||||||||||||||||||
Common stock issued in settlement of RSUs | 66,982 | 67 | (67 | ) | - | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 178,778 | 178,778 | ||||||||||||||||||||||||||||||||||||||||||||||
Currency translation, net | (355,891 | ) | (355,891 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Net Loss | (3,746,424 | ) | (3,746,424 | ) | ||||||||||||||||||||||||||||||||||||||||||||
BALANCE, March 31, 2022 | 21,352,688 | 21,352 | 71,089,613 | (56,928,352 | ) | (5,331,290 | ) | 8,851,323 | ||||||||||||||||||||||||||||||||||||||||
Common shares issued for cash at $0.50 per share, net of offering cost of $1,996,469, in May 2022 | 22,535,850 | 22,536 | 24,430,992 | 24,453,528 | ||||||||||||||||||||||||||||||||||||||||||||
Warrants issued in connection with Senior Promissory Notes | 664,704 | 664,704 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 221,472 | 221,472 | ||||||||||||||||||||||||||||||||||||||||||||||
Currency translation, net | (614,575 | ) | (614,575 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Net Loss | (6,507,059 | ) | (6,507,059 | ) | ||||||||||||||||||||||||||||||||||||||||||||
BALANCE, June 30, 2022 | 43,888,538 | 43,888 | 96,406,781 | (63,435,411 | ) | (5,945,865 | ) | 27,069,393 | ||||||||||||||||||||||||||||||||||||||||
Common stock issued in settlement of RSUs | 8,333 | 8 | (8 | ) | - | |||||||||||||||||||||||||||||||||||||||||||
Adjustment to warrants issued in connection with Senior Promissory Notes | (3,868 | ) | (3,868 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 382,111 | 382,111 | ||||||||||||||||||||||||||||||||||||||||||||||
Currency translation, net | (1,646,038 | ) | (1,646,038 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Net Loss | (1,752,664 | ) | (1,752,664 | ) | ||||||||||||||||||||||||||||||||||||||||||||
BALANCE, September 30, 2022 | 43,896,871 | 43,896 | 96,785,016 | (65,188,075 | ) | (7,591,903 | ) | 24,048,934 | ||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Capital | Deficit | Income/(Loss) | TOTAL | |||||||||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2020 | 21,655,461 | 21,655 | 69,897,698 | (42,054,968 | ) | (3,046,070 | ) | 24,818,315 | 21,655,461 | 21,655 | 69,897,698 | (42,054,968 | ) | (3,046,070 | ) | 24,818,315 | ||||||||||||||||||||||||||||||||
Common stock issued in settlement of RSUs | 41,912 | 42 | (42 | ) | - | 41,912 | 42 | (42 | ) | - | ||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 102,388 | 102,388 | 102,388 | 102,388 | ||||||||||||||||||||||||||||||||||||||||||||
Currency translation, net | (1,311,521 | ) | (1,311,521 | ) | (1,311,521 | ) | (1,311,521 | ) | ||||||||||||||||||||||||||||||||||||||||
Net Loss | (2,459,429 | ) | (2,459,429 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Net Income | (2,459,429 | ) | (2,459,429 | ) | ||||||||||||||||||||||||||||||||||||||||||||
BALANCE, March 31, 2021 | 21,697,373 | 21,697 | 70,000,044 | (44,514,397 | ) | (4,357,591 | ) | 21,149,753 | 21,697,373 | 21,697 | 70,000,044 | (44,514,397 | ) | (4,357,591 | ) | 21,149,753 | ||||||||||||||||||||||||||||||||
Common stock issued as commitment fee for Convertible Note | 80,000 | 80 | 531,649 | 531,729 | 80,000 | 80 | 531,649 | 531,729 | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 125,076 | 125,076 | 125,076 | 125,076 | ||||||||||||||||||||||||||||||||||||||||||||
Currency translation, net | 368,104 | 368,104 | 368,104 | 368,104 | ||||||||||||||||||||||||||||||||||||||||||||
Net Loss | (3,098,108 | ) | (3,098,108 | ) | (3,098,108 | ) | (3,098,108 | ) | ||||||||||||||||||||||||||||||||||||||||
BALANCE, June 30, 2021 | 21,777,373 | 21,777 | 70,656,769 | (47,612,505 | ) | (3,989,487 | ) | 19,076,554 | 21,777,373 | 21,777 | 70,656,769 | (47,612,505 | ) | (3,989,487 | ) | 19,076,554 | ||||||||||||||||||||||||||||||||
Common stock issued in settlement of RSUs | 8,333 | 8 | (8 | ) | - | 8,333 | 8 | (8 | ) | - | ||||||||||||||||||||||||||||||||||||||
Exchange of common stock to prefunded warrants | (500,000 | ) | (500 | ) | 500 | - | (500,000 | ) | (500 | ) | 500 | - | ||||||||||||||||||||||||||||||||||||
Stock-based compensation | 127,519 | 127,519 | 127,519 | 127,519 | ||||||||||||||||||||||||||||||||||||||||||||
Currency translation, net | (603,894 | ) | (603,894 | ) | (603,894 | ) | (603,894 | ) | ||||||||||||||||||||||||||||||||||||||||
Net Loss | (2,903,956 | ) | (2,903,956 | ) | (2,903,956 | ) | (2,903,956 | ) | ||||||||||||||||||||||||||||||||||||||||
BALANCE, September 30, 2021 | 21,285,706 | 21,285 | 70,784,780 | (50,516,461 | ) | (4,593,381 | ) | 15,696,223 | 21,285,706 | 21,285 | 70,784,780 | (50,516,461 | ) | (4,593,381 | ) | 15,696,223 | ||||||||||||||||||||||||||||||||
BALANCE, December 31, 2019 | 20,547,668 | 20,548 | 61,398,150 | (32,246,608 | ) | (6,166,559 | ) | 23,005,531 | ||||||||||||||||||||||||||||||||||||||||
Common stock issued in settlement of RSUs | 8,212 | 8 | 44,992 | 45,000 | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 96,222 | 96,222 | ||||||||||||||||||||||||||||||||||||||||||||||
Currency translation, net | (495,959 | ) | (495,959 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Net Income | 303,499 | 303,499 | ||||||||||||||||||||||||||||||||||||||||||||||
BALANCE, March 31, 2020 | 20,555,880 | 20,556 | 61,539,364 | (31,943,109 | ) | (6,662,518 | ) | 22,954,293 | ||||||||||||||||||||||||||||||||||||||||
Common stock issued in settlement of RSUs | 8,333 | 8 | (8 | ) | - | |||||||||||||||||||||||||||||||||||||||||||
Common shares issued for cash at $5.00 per share, net of offering cost of $680,952 | 1,085,000 | 1,085 | 4,742,963 | 4,744,048 | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 82,335 | 82,335 | ||||||||||||||||||||||||||||||||||||||||||||||
Currency translation, net | 739,777 | 739,777 | ||||||||||||||||||||||||||||||||||||||||||||||
Net Loss | (2,563,811 | ) | (2,563,811 | ) | ||||||||||||||||||||||||||||||||||||||||||||
BALANCE, June 30, 2020 | 21,649,213 | 21,649 | 66,364,654 | (34,506,920 | ) | (5,922,741 | ) | 25,956,642 | ||||||||||||||||||||||||||||||||||||||||
Prefunded warrants, 515,000, transferred to equity upon modification in August 2020 | 3,476,250 | 3,476,250 | ||||||||||||||||||||||||||||||||||||||||||||||
Additional offering cost of $81,923, related to the capital raise in May 2020 | (81,923 | ) | (81,923 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options | 6,248 | 6 | 18,494 | 18,500 | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 46,681 | 46,681 | ||||||||||||||||||||||||||||||||||||||||||||||
Currency translation, net | 1,422,294 | 1,422,294 | ||||||||||||||||||||||||||||||||||||||||||||||
Net Loss | (3,873,419 | ) | (3,873,419 | ) | ||||||||||||||||||||||||||||||||||||||||||||
BALANCE, September 30, 2020 | 21,655,461 | 21,655 | 69,824,156 | (38,380,339 | ) | (4,500,447 | ) | 26,965,025 |
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended | ||||||||||||||||
September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
Cash Flows from Operating Activities: | ||||||||||||||||
Net Loss | $ | (8,461,493 | ) | $ | (6,133,731 | ) | $ | (12,006,147 | ) | $ | (8,461,493 | ) | ||||
Adjustments to reconcile net loss to net cash provided by (used in) operations: | ||||||||||||||||
Depreciation and amortization | 1,968,011 | 2,019,147 | 2,260,060 | 1,968,011 | ||||||||||||
Amortization of discount on convertible notes payable | 543,933 | 0 | ||||||||||||||
Amortization of discount on Notes payable | 2,304,054 | 543,933 | ||||||||||||||
Stock-based compensation | 354,983 | 270,238 | 782,361 | 354,983 | ||||||||||||
Change in fair value of warrant liability | 0 | 901,250 | ||||||||||||||
Gain on modification of earn-out liability | 0 | (301,573 | ) | |||||||||||||
Change in deferred tax asset / liability | (47,650 | ) | (46,687 | ) | (42,274 | ) | (47,650 | ) | ||||||||
Gain on lease termination | (150,258 | ) | - | |||||||||||||
Gain on sale of fixed assets | (1,126 | ) | 0 | (642 | ) | (1,126 | ) | |||||||||
Changes in assets and liabilities: | ||||||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Accounts receivable | 741,514 | 2,635,995 | (1,262,577 | ) | 741,514 | |||||||||||
Inventory | 94,319 | (767,300 | ) | 5,728 | 94,319 | |||||||||||
Contract assets | 628,368 | 2,656,388 | (485,469 | ) | 628,368 | |||||||||||
Prepaid expenses and other current assets | 299,949 | (82,756 | ) | (1,497,612 | ) | 299,949 | ||||||||||
Accounts payable | (188,035 | ) | (2,646,520 | ) | 212,304 | (188,035 | ) | |||||||||
Accrued expenses | 599,086 | 1,451,421 | (1,028,428 | ) | 599,086 | |||||||||||
Operating lease liabilities | (755,503 | ) | (565,209 | ) | (409,008 | ) | (755,503 | ) | ||||||||
Contract liabilities | (184,447 | ) | (6,242 | ) | (165,028 | ) | (184,447 | ) | ||||||||
Total Adjustments | 4,053,402 | 5,530,636 | 523,211 | 4,053,402 | ||||||||||||
Net Cash used in Operating Activities | (4,408,091 | ) | (603,095 | ) | (11,482,936 | ) | (4,408,091 | ) | ||||||||
Cash Flows from Investing Activities: | ||||||||||||||||
Purchase of property and equipment | (932,293 | ) | (2,904,169 | ) | (792,523 | ) | (932,293 | ) | ||||||||
Purchase of other intangible assets | 0 | (23,932 | ) | |||||||||||||
Proceeds from sale of fixed assets | 1,126 | 0 | 642 | 1,126 | ||||||||||||
Net cash paid for earn-out agreement | (321,574 | ) | (301,573 | ) | - | (321,574 | ) | |||||||||
Net Cash used in Investing Activities | (1,252,741 | ) | (3,229,674 | ) | (791,881 | ) | (1,252,741 | ) | ||||||||
Cash Flows from Financing Activities: | ||||||||||||||||
Payments on finance lease obligation | (287,526 | ) | (26,120 | ) | (259,197 | ) | (287,526 | ) | ||||||||
Proceeds from convertible notes payable, net | 14,283,333 | 0 | ||||||||||||||
Proceeds from exercise of stock options | 0 | 18,500 | ||||||||||||||
Proceeds from issuance of prefunded warrants | 0 | 2,575,000 | ||||||||||||||
Proceeds from issuance of common stock, net | 0 | 4,662,125 | ||||||||||||||
Proceeds from issuance of common stock and prefunded warrants | 24,418,612 | - | ||||||||||||||
Proceeds from issuance of Senior Promissory Notes | 6,000,000 | - | ||||||||||||||
Payments on Convertible Note | (16,800,000 | ) | 14,283,333 | |||||||||||||
Net Cash provided by Financing Activities | 13,995,807 | 7,229,505 | 13,359,415 | 13,995,807 | ||||||||||||
Gain (Loss) on Currency Translation | (907,085 | ) | 1,311,881 | (968,601 | ) | (907,085 | ) | |||||||||
Net change in Cash and Restricted Cash | 7,427,890 | 4,708,617 | 115,997 | 7,427,890 | ||||||||||||
Cash and Restricted Cash at Beginning of Period | 13,264,449 | 9,783,932 | 17,489,380 | 13,264,449 | ||||||||||||
Cash and Restricted Cash at End of Period | $ | 20,692,339 | $ | 14,492,549 | $ | 17,605,377 | $ | 20,692,339 |
The accompanying notes are an integral part of these unaudited financial statements.
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
Supplemental Disclosures of Cash Flow Information: | ||||||||||||||||
Cash paid during the period for: | ||||||||||||||||
Interest | $ | 483,321 | $ | 83,014 | $ | 364,846 | $ | 483,321 | ||||||||
Income Taxes | 0 | 0 | - | - | ||||||||||||
Non-cash financing activities | ||||||||||||||||
Original issue discount on convertible note | 1,800,000 | 0 | ||||||||||||||
Original issue discount on Convertible Note | - | 1,800,000 | ||||||||||||||
Convertible Note debt conversion feature | 3,048,396 | 0 | - | 3,048,396 | ||||||||||||
Debt issuance costs on convertible note | 716,667 | 0 | ||||||||||||||
Common Stock issued in conjunction with convertible note financing | 531,729 | 0 | ||||||||||||||
Debt issuance costs on Convertible Note | - | 716,667 | ||||||||||||||
Common Stock issued for conversion of Convertible Note | - | 531,729 | ||||||||||||||
Debt discount on Senior Promissory Notes | 695,749 | - |
The accompanying notes are an integral part of these unaudited financial statements.
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and Basis of Presentation
The consolidated financial statements include the accounts of LiqTech International, Inc., the “Company” and its subsidiaries. The terms "Company", “us", "we" and "our" as used in this report refer to the Company and its subsidiaries, which are set forth below.below in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operation. The Company engages in the development, design, production, marketing and sale of automated filtering systems, ceramic silicon carbide liquid applications and diesel particulate air filters in the United States, Canada,Americas, Asia-Pacific, Europe, Asia and South America. Set forth below is a description of the Company and each of its subsidiaries:Middle East & Africa.
LiqTech International, Inc., a Nevada corporation organized in July 2004, formerly known as Blue Moose Media, Inc.
LiqTech USA, a Delaware corporation and a 100% owned subsidiary of the Company formed in May 2011.
LiqTech Holding A/S (formerly known as LiqTech International A/S), a Danish corporation, incorporated on January 15, 2000 (“LiqTech Holding”), a 100% owned subsidiary of LiqTech USA, handling all joint group activities such as management, marketing, finance, IT, etc.
LiqTech NA, Inc. (“LiqTech NA”), incorporated in Delaware on July 1, 2005, a 100% owned subsidiary of LiqTech USA, engaged in the production, marketing and sale of ceramic diesel particulate and liquid filters in the United States and Canada. LiqTech NA has closed operations in January 2021, and all activity in this company has ceased.
LiqTech Water A/S (formerly known as LiqTech Systems A/S), a Danish Corporation (“LiqTech Water”), incorporated on September 1, 2009, engaged in the manufacture of fully automated filtering systems for use within marine applications, municipal pool and spa applications, and other industrial applications within Denmark and international markets.
LiqTech Plastics A/S (formerly known as BS Plastic A/S), a Danish Corporation (“LiqTech Plastics”), acquired on September 1, 2019, engaged in the manufacture of specialized machined and welded plastic parts within Denmark and international markets.
LiqTech Ceramics A/S, a Danish corporation (“LiqTech Ceramics”), incorporated on December 20, 2019, engaged in the development, design, application, marketing and sales of membranes, ceramic diesel particulate and liquid filters, and catalytic converters in Europe, Asia and South America.
LiqTech Water Projects A/S, a Danish corporation (“LiqTech Water Projects”), incorporated on July 28, 2020 that is a dormant company without activity. This company was formed to include the investments for our joint venture in the Middle East.
LiqTech Emission Control A/S, a Danish corporation (“LiqTech Emission Control”), incorporated on March 1, 2021 that is a dormant company without activity. This company was formed to include the investments for our joint venture in China.
LiqTech Environment Technologies (China) Co. Ltd. (“LiqTech China”), incorporated on September 23, 2021, to be engaged in the development, design, application, marketing and sales of ceramic diesel particulate, liquid filters, and catalytic converters in Asia.
LiqTech Germany (“LiqTech Germany”), a 100% owned subsidiary of LiqTech Holding, incorporated in Germany on December 9, 2011. This company is in the process of closing operations, and all activity in this company has ceased.
LiqTech PTE Ltd (“LiqTech Singapore”), a 95% owned subsidiary of LiqTech Holding, incorporated in Singapore on January 19, 2012. This company is in the process of closing operations, and all activity in this company has ceased.
Consolidation -- The consolidated financial statements include the accounts of the Company, and its wholly ownedwholly-owned subsidiaries and its majority owned subsidiary. All material intercompany transactions and accounts have been eliminated in the consolidation.
Reclassification – Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. In the statement of operations and comprehensive loss, the Company has reclassified the prior year comparative amounts of general and administrative expenses and other expenses to be consistent with the current classification.
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 Holding, LiqTech Water, LiqTech Plastics, LiqTech Ceramics, LiqTech Water Projects and LiqTech Emission Control is the Danish Krone (“DKK”); the functional currency of LiqTech China is the Renminbi (“RMB”); the functional currency of LiqTech Germany is the Euro; and the functional currency of LiqTech Singapore is the Singapore Dollar. The Company’s reporting currency is the U.S. Dollar for the purpose of these consolidated financial statements. The balance sheet accounts of the foreign subsidiaries 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 nine months ended September 30, 20212022 and 2020.2021. Translation gains and losses are deferred and accumulated as a component of other comprehensive income (loss) 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 and Restricted Cash -- The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. As of September 30, 20212022 and December 31, 2020,2021, the Company held $1,500,000$1,314,637 and $1,515,620,$2,125,695, respectively, of restricted cash. The restricted cash is held as security by a local financial institution for ensuring a leasing facility and for payment guarantees issued for the benefit of customers in connection with prepayments of sales orders and for warranties after the delivery of sales orders.products.
Accounts held in each U.S. institution are insured by the Federal Deposit Insurance Company (“FDIC”) up to $250,000. At September 30, 20212022 and December 31, 20202021 the Company had $14,750,644respectively $14,198,027 and $0$11,346,826 in excess of the FDIC insured limit, respectively.limit.
Accounts Receivable -- Accounts receivable consist of trade receivables arising in the normal course of business. The Company establishes an allowance for doubtful accounts that reflects the Company’s best estimate of probable losses inherent in the accountsAccounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, age, financial information that is publicly accessible and other currently available evidence.
The roll-forward of the allowance for doubtful accounts for the periodperiods ended September 30, 20212022 and December 31, 20202021 is as follows:
September 30, 2021 | December 31, 2020 | September 30, 2022 | December 31, 2021 | |||||||||||||
Allowance for doubtful accounts at the beginning of the period | $ | 498,044 | $ | 612,434 | $ | 409,076 | $ | 498,044 | ||||||||
Bad debt expense | 75,680 | 320,270 | 91,519 | (28,499 | ) | |||||||||||
Receivables written off during the periods | (24,699 | ) | (484,265 | ) | (298,850 | ) | (24,415 | ) | ||||||||
Effect of currency translation | (29,868 | ) | 49,605 | (40,434 | ) | (36,054 | ) | |||||||||
Allowance for doubtful accounts at the end of the period | $ | 519,157 | $ | 498,044 | $ | 161,311 | $ | 409,076 |
Inventory –-- Inventory directly purchased is carried at the lower of cost or net realizable value, as determined on the first-in, first-out method.
For inventory produced, standard costs that approximate actual cost oncosts, applying the FIFO method, are used to value inventory. Standard costs are reviewed at least annually by management or more often in the event that circumstances indicate a change in cost has occurred.
Work in process and finished goods include material, labor, and production overhead costs. The Company adjusts the value of its inventory to the extent that management determines that the cost cannot be recovered due to obsolescence or other factors.
Inventory valuation adjustments for excess and obsolete inventory are calculated based on current inventory levels, movement, expected useful lives, and estimated future demand of the products and spare parts.
Contracts Assets / Liabilities –-- Contract assets are the Company’s rights to consideration in exchange for goods or services and is recognized when a performance obligation has been satisfied but has not yet been billed. When the Company issues invoices to the customer and the billing is higher than the capitalized Contract assets, the net amount is transferred to Contract liabilities. Contract assets/liabilities are transferred to revenue and cost of goods sold when the right to consideration is unconditional and billed per the terms of the contractual agreement.
Contract assets also include unbilled receivables, which usually comprise the last invoice remaining after the delivery of the water treatment unit, wherefrom which revenue is recognized at the transfer of control based upon signed acceptance of the water treatment unit by the customer. Most commonlyoften this invoice is sent to the customer at commissioning of the product or no later than 12 months after the delivery. Also included in Contract assets are short-term receivables such as VAT and other receivables.
Leases -- In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.2016-02, Leases (“Topic 842”), which requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Subsequent ASUs were issued to provide additional guidance.
On January 1, 2019, the Company adopted Topic 842 using the optional transition method of adoption, under which the new standards were applied prospectively rather than restating the prior periods presented. The Company has elected the package of practical expedients permitted, which, among other things, allowed the Company to carry forward the historical lease classification. The Company made the accounting policy elections to not recognize lease assets and liabilities with an initial term of 12 months or less and to not separate lease and non-lease components. The Company’s accounting for finance leases (formerly called capital lease obligations) remains substantially unchanged. Operating lease right-of-use (“ROU”) assets and liabilities wereare recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, an incremental borrowing rate based on the information available at the commencement date wasis used in determining the present value. The Company will use the implicit rate when readily determinable. The operating lease ROU asset also included prepaid lease payments, and was reduced by accrued lease payments. The Company’s lease terms may include options to extend or terminate the lease, for which the Company will reflect the change when it is reasonably certain that those options will be exercised. Operating lease costcosts for lease payments will be recognized on a straight-line basis over the lease term.
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 fifteenten years.
Goodwill and Intangible Assets -- The purchase price of an acquired company is allocated between intangible assets and the net tangible assets of the acquired business, with the residual purchase price recorded as goodwill. The determination of the value of the intangible assets acquired involves certain judgments and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future and the appropriate weighted average cost of capital.
Acquired intangible assets with determinable useful lives are amortized on a straight-line or accelerated basis over the estimated periods benefited, ranging from one to ten years. Customer relationships and other non-contractual intangible assets with determinable lives are amortized over periods of five years.
The Company evaluates the recoverability of long-lived assets by comparing the carrying amount of an asset to the estimated future net undiscounted cash flows generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured as the amount by which the carrying value of the assets exceeds the fair value of the assets. The evaluation of recoverability involves estimates of future operating cash flows based upon certain forecasted assumptions, including, but not limited to, revenue growth rates, gross profit margins, and operating expenses over the expected remaining useful life of the related asset. A shortfall in these estimated operating cash flows could result in an impairment charge in the future.
Goodwill is not amortized but is evaluated annually for impairment at the reporting unit level or when indicators of a potential impairment are present. The Company estimates the fair value of the reporting unit using the discounted cash flow and market approaches. Forecasts of future cash flows are based on the Company’s best estimate of future net sales and operating expenses, using primarily using expected category expansion, pricing, market segment fundamentals, and general economic conditions.
Revenue Recognition -- On January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers,” which includes clarifying ASUs issued in 2015, 2016 and 2017 (“new revenue standard”). The new revenue standard was applied to all open revenue contracts using the modified retrospective method as of January 1, 2018.The new revenue standard did not have a material impact on revenue recognition.
The Company sells products throughout the world;world, and sales by geographical region are as follows for the three and nine months ended September 30, 20212022 and 2020:2021:
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
United States and Canada | $ | 211,575 | $ | 120,163 | $ | 573,365 | $ | 577,064 | ||||||||
Australia | 75,003 | 118,089 | 334,855 | 222,050 | ||||||||||||
Asia | 561,619 | 358,430 | 2,890,836 | 2,684,474 | ||||||||||||
Europe | 3,294,757 | 2,947,048 | 8,358,338 | 14,983,469 | ||||||||||||
$ | 4,142,954 | $ | 3,543,730 | $ | 12,157,394 | $ | 18,467,057 |
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Americas | $ | 382,573 | $ | 211,575 | $ | 861,260 | $ | 573,365 | ||||||||
Asia-Pacific | 895,696 | 636,622 | 2,944,449 | 3,225,691 | ||||||||||||
Europe | 1,903,930 | 3,294,757 | 6,651,065 | 8,358,338 | ||||||||||||
Middle East & Africa | 123,335 | - | 1,504,288 | - | ||||||||||||
$ | 3,305,534 | $ | 4,142,954 | $ | 11,961,062 | $ | 12,157,394 |
The Company’s sales by product lineand service are as follows for the three and nine months ended September 30, 20212022 and 2020:2021:
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Liquid filters and systems | $ | 1,493,549 | $ | 1,899,160 | $ | 3,730,889 | $ | 12,431,157 | ||||||||
Diesel particulate filters | 1,703,057 | 1,009,545 | 5,444,863 | 3,730,302 | ||||||||||||
Plastic components | 855,896 | 503,297 | 2,686,292 | 1,847,092 | ||||||||||||
Development projects | 90,452 | 131,728 | 295,350 | 458,506 | ||||||||||||
$ | 4,142,954 | $ | 3,543,730 | $ | 12,157,394 | $ | 18,467,057 |
For the Three Months | For the Nine Months | |||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Water | $ | 785,046 | $ | 1,493,549 | $ | 3,522,049 | $ | 3,730,889 | ||||||||
Ceramics | 1,854,981 | 1,703,057 | 5,548,951 | 5,444,863 | ||||||||||||
Plastics | 665,507 | 855,896 | 2,839,809 | 2,686,292 | ||||||||||||
Corporate | - | 90,452 | 50,253 | 295,350 | ||||||||||||
$ | 3,305,534 | $ | 4,142,954 | $ | 11,961,062 | $ | 12,157,394 |
For liquid filtersWater (systems and systems, dieselaftermarket), Ceramics (diesel particulate filters and plastic components,membranes), and Plastics (components), revenue is recognized when performance obligations underspecified within the terms of a contract with the customer are satisfied, which occurs when control of the product transfers to the customer or when services are rendered by the Company. The majority of the Company's sales contracts contain performance obligations satisfied at a point in time when title andalong with risks and rewards of ownership have transferred to the customer. This generally occurs when the product is shipped or accepted by the customer. Revenue for service contracts is recognized as the services are provided. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods or providing services. The satisfaction of performance obligations under the terms of a revenue contract generally gives rise to the right to receive payment from the customer. The Company's standard payment terms vary by the type and location of the customer and the products or services offered. Generally, the time between when revenue is recognized and when payment is due is not significant. Pre-payments received prior to satisfaction of performance obligations are recorded as a Contract liability. GivenConsidering the insignificant daysrelatively short time between revenue recognition and receipt of payment, financing components do not exist between the Company and its customers.
For contracts with customers that include multiple performance obligations, judgment is required to determine whether performance obligations specified in these contracts are distinct and should be accounted for as separate revenue transactions for recognition purposes. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are generally determined based on the prices charged to customers or using expected cost-plus margin.
System sales are recognized when the Company transfers control to the customer based upon sales and delivery conditions specified in the sales contract. This typically occurs upon shipment of the system from the production facility but can also occur upon other agreed delivery terms. In connection with the completion of the system, it is normal procedure to issue a FAT (Factory Acceptance Test) asserting that the customer has accepted the performance of the system as it is being shipped from our production facility in Hobro. As part of the performance obligation, the customer is normally offered commissioning services (final assembly and configuration at a place designated by the customer), and this commissioning is therefore considered a second performance obligation and is valued at cost, with the addition of a standard gross margin. This second performance obligation is recognized as revenue at the time of provision of the commissioning services being rendered together with the cost incurred. Part of the invoicing to the customer is also attributed to the commissioning, and at transfer of the control of the system (i.e., the first performance obligation), some of the invoicing can still be awaiting commissioning andthis portion is therefore recognized as Contract assets.liabilities.
Aftermarket sales represent parts, extended warranties and maintenance services. For the sale of aftermarket parts, the Company transfers control and recognizes revenue when parts are shipped to the customer. When customers are given the right to return eligible parts and accessories, the Company estimates the expected returns based on an analysis of historical experience. The Company adjusts estimated revenues at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed. The Company recognizes revenue for extended warranty and maintenance agreements based on the standalone selling price over the life of the contract.
The Company has received long-term contracts for grants from government entities for the development and use of silicon carbide membranes in various water filtration and treatment applications and historically in the installation of various water filtrationsfiltration systems. We measure the transfer of control of the performance obligation on long-term contracts utilizing the cost-to-cost measure of progress, with cost of revenue including direct costs such as labor and materials. Under the cost-to-cost approach, the use of estimated costs to complete each performance obligation is a significant variable in the process of determining recognized revenue and a significant factor in the accounting for such performance obligations. The timing of when we bill our customers is generally dependent upon advance billings terms, milestone billings based on completion of certain phases of the work, or when services are provided or products are shipped. Projects with performance obligations recognized over time that have costs and estimated earnings recognized to date in excess of cumulative billings are reported on our balance sheet as Contract assets. Projects with performance obligations recognized over time that have cumulative billings in excess of costs and estimated earnings recognized to date are reported on our balance sheet as Contract liabilities.
Contract assets represent the Company’s rights to consideration in exchange for goods or services and is recognized when a performance obligation has been satisfied but has not yet been billed. Contract liabilities are payments received from customers prior to satisfaction of performance obligations, and these balances are typically related to prepayments for third-party expenses that are incurred shortly after billing. Contract assets/liabilities are transferred to revenue and cost of goods sold when the right to consideration is unconditional and billed per the terms of the contractual agreement. Contract liabilities also include deferred revenue related to the second performance obligation stated under Revenue Recognition, wherefor which the obligation is attributed to the commissioning of the water treatment system.
The roll-forward of Contract assets / liabilities for the periods ended September 30, 20212022, and December 31, 20202021 isare as follows:
September 30, 2021 | December 31, 2020 | September 30, 2022 | December 31, 2021 | |||||||||||||
Cost incurred | $ | 4,458,227 | $ | 3,997,161 | $ | 3,602,967 | $ | 3,381,994 | ||||||||
Unbilled project deliveries | 419,112 | 1,015,977 | 667,670 | 454,158 | ||||||||||||
VAT | 412,733 | 446,608 | 383,701 | 542,255 | ||||||||||||
Other receivables | 90,908 | 75,010 | 9,240 | 60,158 | ||||||||||||
Prepayments | (3,731,079 | ) | (3,112,118 | ) | (3,082,635 | ) | (2,947,736 | ) | ||||||||
Deferred Revenue | (618,966 | ) | (866,680 | ) | (137,638 | ) | (499,146 | ) | ||||||||
$ | 1,030,935 | $ | 1,555,958 | $ | 1,443,305 | $ | 991,682 | |||||||||
Distributed as follows: | ||||||||||||||||
Contract assets | $ | 1,939,107 | $ | 2,708,136 | $ | 2,078,472 | $ | 1,906,510 | ||||||||
Contract liabilities | (908,172 | ) | (1,152,178 | ) | (635,167 | ) | (914,828 | ) | ||||||||
$ | 1,030,935 | $ | 1,555,958 | $ | 1,443,305 | $ | 991,682 |
Advertising Cost -- Costs incurred in connection with advertising of the Company’s products are expensed as incurred. Advertising costs are included in sales expenses, and total advertising costs for the three-month periods ended September 30, 20212022 and 2020,2021 respectively, were $39,094 and $41,141, and $20,522.respectively. Total advertising costs amounted to $166,376$142,522 and $82,545$166,376 for the nine months ended September 30, 20212022 and 2020,2021, respectively. Advertising cost has increased in 2021 due to the increased investment in sales and branding activities, especially those related to advertising activities on social media such as LinkedIn, Facebook and others.
Research and Development Cost -- The Company expenses research and development costs for the development of new products as incurred. Included in operating expense for the three-month periods ended September 30, 20212022 and 20202021 were $497,823 and $256,239, respectively, of research and development costs.costs of $283,524 and $497,823, respectively. For the nine-month periods ended September 30, 20212022 and 2020,2021, research and development costs were $1,370,059$1,377,097 and $883,752,$1,370,059, respectively.
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 forwith respect to 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 of Common Stock 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 of Common Stock included in the diluted earnings per share calculation include in-the-money stock options, RSU’sRSUs and warrants that have been granted but have not yet been exercised.
Stock Options and Awards -- During the years presented in the accompanying consolidated financial statements, the Company has granted stock options and awards. The Company accounts for optionsstock awards in accordance with the provisions of FASB ASC Topic 718, Compensation – Stock Compensation.
Warrant Liability-- The Company issued common stock warrants in May 2020 in conjunction with an equity financing. In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), the fair value of these warrants was initially classified as a liability on the Company’s Consolidated Balance Sheet because, according to the original terms of the warrants, a fundamental transaction could have given rise to an obligation of the Company to pay cash to its warrant holders, which was outside of the control of the Company. On August 12, 2020, the terms of the prefunded warrant were amended and the potential obligation of the Company to pay cash to its warrant holders was removed. From the date of the execution of the amended warrant, it qualifies as an equity instrument and the liability measured at fair value on August 12, 2020 of $3,476,250 has been reclassified to the Company´s Equity. Corresponding changes in the fair value measurement of the warrants are recognized in earnings on the Company’s Consolidated Statement of Operations in each subsequent period.
Fair Value of Financial Instruments -- The Company accounts for fair value measurements for financial assets and 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 non-recurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or 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:
● | 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, other receivables, prepaid expenses, accounts payable, accrued expenses, Senior Promissory Notes and convertible notesConvertible Notes payable approximate 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 including accounts receivable; allowance for doubtful accounts; contract assets; reserve for excess and obsolete inventory; depreciation and impairment of property, plant and equipment; goodwill; liabilities including contract liabilities 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 November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities about Government Assistance. The FASB is issuing this Update to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. The ASU will be effective for annual reporting periods after January 1, 2022. We are still assessing the impact of ASU 2021-10 on our consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in anAn Entity’s Own Equity. This ASU2020-06 simplifies the accounting for certain convertible instruments by removing the separation models for convertible debt with a cash conversion feature and for convertible instruments with a beneficial conversion feature. As a result, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. Additionally, ASU 2020-06 amends the guidance ondiluted earnings per share calculation for convertible instruments andby requiring the derivatives scope exception for contracts in an entity’s own equity and improves and amendsuse of the related EPS guidance for both Subtopics.if-converted method. The treasury stock method is no longer available. For SEC filers, excluding smaller reporting companies, ASU will be2020-06 is effective for annual reportingfiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, andincluding interim periods within those annual periods, and earlyfiscal years. Early adoption is permitted, in annual reporting periods endingbut no earlier than fiscal years beginning after December 15, 2020.2020, We are still assessing the impact ofincluding interim periods within those fiscal years. The Company early adopted ASU 2020-06 on our condensed consolidated financial statements.January 1, 2022, using a modified retrospective approach.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. This ASU is intended to help stakeholders during the global market-wide reference rate transition period and will be in effect for a limited time through December 31, 2022. Adoption is permitted at any time. The Company is currently evaluating the impact on its financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We have adopted the new standard effective January 1, 2021, and the adoption of this guidance did not have a material impact 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– GOING CONCERN
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America, which contemplate continuation of the Company as a going concern; however, the Company has incurred significant recent losses, which raises substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. There is no assurance that the Company will be successful in executing the proposed cost reductions and revenue growth, thus achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 3– RESTRUCTURING COSTS
During the second quarter, the Company completed a restructuring program to reduce costs, decrease operating losses and improve cash flow. Total restructuring and restructuring-related net charges pursuant to this program were $1,786,863, which were recorded separately in the income statement as “restructuring costs”, and allocated as follows:
CEO separation -- On May 10, 2022, the Board of Directors accepted the resignation of Sune Mathiesen as Chief Executive Officer and a director of the Company, effective May 12, 2022. As previously announced, Mr. Mathiesen had been on a medical leave of absence since March 17, 2022. In connection with Mr. Mathiesen’s resignation, Mr. Mathiesen and the Company entered into a Separation Agreement and Release (the “Separation Agreement”). Under the provisions of the Separation Agreement, Mr. Mathiesen received DKK1,605,000 (equivalent to $230,538), which is the equivalent of six months of salary, car allowance and pension contributions, in a lump-sum payment, less applicable deductions and withholdings.
Terminated employees – In the second quarter of 2022, the Company re-aligned its corporate management structure, which involved a reduction in headcount and labor costs of approximately 25%. The new organization reflects a focused effort to align key leaders with strategic imperatives, inspire greater accountability and performance management, eliminate silos and layers of middle management, and operate a leaner, more efficient business. Provisions for salary obligations to employees amounted to $159,841, reflecting the costs related to select employees released from duties with immediate effect. No provisions were made for the employees working during the notice period.
China close-down – In the second quarter of 2022, the Company reduced and suspended planned capital investments, including the Company’s program to build a manufacturing and service center in China. Pursuant to the suspended plans, the Company terminated and settled agreements with consultants, select project employees, and domestic property development providers, resulting in a net payment of termination and cancellation charges of $278,391.
Capex commitments -- As part of efforts to balance future investments with expected demands and cash flow, the Company commenced the renegotiation of all material Capex commitments during the quarter, with the ambition to reduce, cancel, or delay deliveries under the contracts, which initially amounted to approximately $9,000,000. Substantial progress was made during the second quarter, with expected closure of the renegotiation in the second half of 2022. As part of the renegotiation, a provision was made during the second quarter of $668,606 regarding expected cancellation charges and contractual termination costs. However, during this quarter the amount of paid cancellation charges has exceeded the provision by $28,607, which explains the total amount regarding capex commitments of $697,213.
Write-downs -- The re-routing of production equipment and machinery to Denmark (originally planned for China), resulted in a write-down of $243,075 on legacy installed equipment and machinery that was decommissioned as part of the arrival and implementation of new and more efficient equipment. Furthermore, review of obsolete inventory and existing product demand resulted in a write-down of $177,804.
The Company’s restructuring costs are as follows for the nine months ended September 30, 2022, of which $1,763,015 has been settled, resulting in $23,848 remaining unsettled as of September 30, 2022:
September 30, 2022 | ||||
CEO separation | $ | 230,538 | ||
Terminated employees | 159,841 | |||
China close-down | 278,391 | |||
Capex commitments | 697,213 | |||
Write-downs | 420,880 | |||
$ | 1,786,863 |
The following table displays a roll-forward of the restructuring accruals, presented within “accrued expenses”, for the nine months ended September 30, 2022 and 2021:
2022 | 2021 | |||||||
Restructuring accruals, January 1 | $ | - | $ | - | ||||
Restructuring costs, net | 1,786,863 | - | ||||||
Cash payments | (1,342,135 | ) | - | |||||
Asset impairments | (420,880 | ) | - | |||||
Restructuring accruals, September 30 | $ | 23,848 | $ | - |
NOTE 24 - INVENTORY
Inventory consisted of the following aton September 30, 20212022, and December 31, 2020:2021:
September 30, 2021 | December 31, 2020 | September 30, 2022 | December 31, 2021 | |||||||||||||
Furnace parts and supplies | $ | 380,381 | $ | 471,622 | $ | 609,550 | $ | 213,224 | ||||||||
Raw materials | 2,454,919 | 1,955,713 | 2,157,268 | 2,144,067 | ||||||||||||
Work in process | 1,798,152 | 2,394,481 | 936,059 | 1,671,290 | ||||||||||||
Finished goods and filtration systems | 1,106,125 | 1,424,171 | 1,532,387 | 1,660,907 | ||||||||||||
Reserve for obsolescence | (622,215 | ) | (723,949 | ) | (578,076 | ) | (268,470 | ) | ||||||||
Net Inventory | $ | 5,117,362 | $ | 5,522,038 | $ | 4,657,188 | $ | 5,421,027 |
Inventory valuation adjustments for excess and obsolete inventory are calculated based on current inventory levels, movements, expected useful lives, and estimated future demand for the products.
During the third quarter the Company made further provisions for excess and obsolete inventory in a period with changing market fundamentals.
NOTE 35 - LEASES
The Company leases certain vehicles, real property, production equipment and office equipment under lease agreements. The Company evaluates each lease to determine its appropriate classification as an operating lease or finance lease for financial reporting purposes. The majority of our operating leases are non-cancelable operating leases for production and office space in Hobro, Aarhus and Copenhagen, Denmark as well as in Taicang, China and White Bear Lake, Minnesota. AsDenmark. During the second quarter of September 1, 2021 2022,the Company entered a newterminated the lease agreement for a 8,524 square meterthe office and production facilityspace in Taicang, China. The lease term is a minimum of 8 years, and the monthly lease payment is RMB 30 per square meter until August 31, 2025 and RMB 33 per square meter from September 1, 2025 until the end of the lease period. The parties have agreed on a 50% discount on the lease payments for the period September 1, 2021 to June 30, 2022. The lease in White Bear Lake expired in February 2021, and due to the closure of the activity in North America, the lease has not been extended.
During the nine months ended September 30, 2021,2022, cash paid for amounts included for the measurement of finance lease liabilities was $356,899,$316,246, and the Company recorded finance lease expenses included in other income (expenses) of $195,174.$221,928.
During the nine months ended September 30, 2021,2022, cash paid for amounts included for the measurement of operating lease liabilities was $766,896,$733,390, and the Company recorded operating lease expense of $787,646.$812,032.
Supplemental balance sheet information related to leases as of September 30, 20212022, and December 31, 20202021 was as follows:
September 30, 2021 | December 31, 2020 | September 30, 2022 | December 31, 2021 | |||||||||||||
Operating leases: | ||||||||||||||||
Operating lease right-of-use | $ | 7,246,422 | $ | 4,947,734 | ||||||||||||
Operating lease right-of-use assets | $ | 3,119,806 | $ | 6,925,807 | ||||||||||||
Operating lease liabilities – current | $ | 781,235 | $ | 1,026,235 | $ | 511,240 | $ | 846,544 | ||||||||
Operating lease liabilities – long-term | 6,485,282 | 4,159,225 | 2,608,566 | 6,154,064 | ||||||||||||
Total operating lease liabilities | $ | 7,266,517 | $ | 5,185,460 | $ | 3,119,806 | $ | 7,000,608 | ||||||||
Finance leases: | ||||||||||||||||
Property and equipment, at cost | $ | 4,545,747 | $ | 4,819,201 | $ | 2,852,356 | $ | 3,334,830 | ||||||||
Accumulated depreciation | (1,432,478 | ) | (1,389,488 | ) | (424,959 | ) | (336,337 | ) | ||||||||
Property and equipment, net | $ | 3,113,269 | $ | 3,429,713 | $ | 2,427,397 | $ | 2,998,494 | ||||||||
Finance lease liabilities – current | $ | 379,726 | $ | 394,839 | $ | 321,788 | $ | 373,824 | ||||||||
Finance lease liabilities – long-term | 2,650,139 | 3,112,496 | 1,911,361 | 2,499,591 | ||||||||||||
Total finance lease liabilities | $ | 3,029,865 | $ | 3,507,335 | $ | 2,233,149 | $ | 2,873,415 | ||||||||
Weighted average remaining lease term: | ||||||||||||||||
Operating leases | 9.0 | 10.0 | 9.6 | 8.9 | ||||||||||||
Finance leases | 6.1 | 6.9 | 5.2 | 5.9 | ||||||||||||
Weighted average discount rate: | ||||||||||||||||
Operating leases | 6.5 | % | 6.2 | % | 6.2 | % | 6.5 | % | ||||||||
Finance leases | 2.8 | % | 2.8 | % | 2.8 | % | 2.8 | % |
Maturities of lease liabilities at September 30, 20212022 were as follows:
Operating lease | Finance lease | Operating Lease | Finance lease | |||||||||||||
2021 (remaining 3 months) | $ | 297,557 | $ | 115,213 | ||||||||||||
2022 | 1,264,956 | 459,223 | ||||||||||||||
2022 (remaining 3 months) | $ | 176,803 | $ | 97,263 | ||||||||||||
2023 | 1,284,566 | 454,417 | 681,709 | 389,052 | ||||||||||||
2024 | 1,130,863 | 455,396 | 552,318 | 389,876 | ||||||||||||
2025 | 835,749 | 451,685 | 287,898 | 386,752 | ||||||||||||
2026 | 278,383 | 354,565 | ||||||||||||||
Thereafter | 4,843,246 | 1,410,832 | 2,157,468 | 846,130 | ||||||||||||
Total payment under lease agreements | 9,656,937 | 3,346,766 | 4,134,579 | 2,463,638 | ||||||||||||
Less imputed interest | (2,390,420 | ) | (316,901 | ) | (1,014,773 | ) | (230,489 | ) | ||||||||
Total lease liability | $ | 7,266,517 | $ | 3,029,865 | $ | 3,119,806 | $ | 2,233,149 |
NOTE 46 - LINES OF CREDIT
In connection with certain orders, we provide the customerCompany provides to customers a working guarantee, a prepayment guarantee or security bond. For that purpose, we havethe Company has a guaranteed credit line of DKK10,000,000 (approximately $1,550,000).EUR 1,350,000 (approx. $1,315,000) secured by a cash deposit. As of September 30, 20212022, our bank has issued working guaranties of $483,128 for our$306,327 to customers based onagainst the credit line. The credit line is secured by a cash deposit of $1,500,000.
NOTE 57 – LONG-TERM DEBT
Convertible Note
On March 24, 2021, wethe Company entered into a Securities Purchase Agreement with an institutional investor pursuant to which the Company agreed to issue and sell a $15.0 million principal amount Seniorsenior Convertible Note (“the Note”(the “Note”) duematuring on October 1, 2023 and 80,000 shares of our common stock, $0.001 par value (“Common StockStock”) for an aggregate purchase price of $15.0 million upon the satisfaction of the closing conditions set forth in the Securities Purchase Agreement. The Closing occurred on April 8, 2021, and the Company issued to the Investor the securities in connection with the Closing.
The Note iswas a senior, unsecured obligation of the Company, payable at 112% of the principal amount at maturity on (October 1, 2023,2023), or earlier upon redemption or repurchase as set forth in the Note. The Note iswas convertible into shares of Common Stock pursuant to the terms of the Note, in part or in whole, from time to time, at the election of the Investor. The initial conversion rate iswas 100.6749 shares of Common Stock per $1,000 of principal amount of the Note. The conversion rate iswas subject to anti-dilution adjustments, including for stock dividends, splits and combinations; issuances of options, warrants or similar rights; spin-offs and distributions of property; cash dividends or distributions; and tender or exchange offers, in each case as further described in and pursuant to the terms of the Note.
The Company may provide written notice to the Holder electing to convert the entire Principal Amount of the Note if (1) the Daily VWAP per share of Common Stock exceeds one hundred and seventy-five percent (175%) of the Conversion Price on each of twelve (12) consecutive VWAP Trading Days beginning after September 24, 2021; and (2) the Equity Conditions are satisfied on each of such twelve (12) consecutive VWAP Trading Days.
Beginning on March 1, 2022, and on the first day of each calendar month thereafter, at the election of the Investor or Holder, if applicable, the Company shall bewas required to redeem $840,000 of the amounts due under the Note in cash or Common Stock at 90% of the lesser of (i) the volume-weighted average price (“VWAP”VWAP”) of the Common Stock on the trading day immediately preceding the payment date and (ii) the average of the lowest three (3) VWAPs over the 10 trading days immediately preceding the payment date, which shall in no case be less than the floor price of $1.75 per share. Beginning on March 1, 2022, the Company paid the first monthly installment of $840,000 in cash, totaling $3,360,000.
TheAs of June 22, 2022, the Note, hasincluding accrued interest payable quarterly beginning June 1, 2021 atand all relevant obligations, was repaid in full, amounting to $13,446,875, allocated between a rateprincipal repayment of 5% per annum. The number$11,640,000 and contractual repayment premium of shares issuable if the Company elects to pay interest in shares of Common Stock shall be based on the Market Price.$1,806,875.
The components of the Convertible Note are as follows:
September 30, 2021 | December 31, 2020 | |||||||
Convertible note | $ | 16,800,000 | 0 | |||||
Less: unamortized debt issuance costs | (2,504,462 | ) | 0 | |||||
Convertible note payable | $ | 14,295,538 | $ | 0 | ||||
Current portion of convertible note payable | 5,880,000 | 0 | ||||||
Convertible note payable, less current portion | 8,415,538 | 0 | ||||||
Convertible note payable | $ | 14,295,538 | $ | 0 |
September 30, 2022 | December 31, 2021 | |||||||
Convertible Note | $ | - | 16,800,000 | |||||
Less: unamortized debt issuance costs | - | (2,213,064 | ) | |||||
Convertible Note payable | $ | - | $ | 14,586,936 | ||||
Current portion of Convertible Note payable | - | 8,400,000 | ||||||
Convertible Note payable, less current portion | - | 6,186,936 | ||||||
Convertible Note payable | $ | - | $ | 14,586,936 |
For the three months ended September 30, 20212022 and 2020,2021, the Company recognized interest expense of $0 and $481,712, respectively, and $0,$0 and $292,129, respectively, of which $292,129 and $0, respectively, was related to the amortization of debt issuance costs.
For the nine months ended September 30, 20212022 and 2020,2021, the Company recognized interest expense of $308,958 and $904,350, respectively, and $0,$2,213,065 and $360,417, respectively, of which $360,417 and $0, respectively, was related to the amortization of debt issuance costs.
NOTE 6- AGREEMENTS AND COMMITMENTSSenior Promissory Notes
Agreements -- LiqTech Water Projects hasOn June 22, 2022, the Company issued and sold Senior Promissory Notes in an aggregate principal amount of $6.0 million (the "Notes") and issued warrants to purchase 4,250,000 shares of common stock of the Company to affiliates of Bleichroeder L.P., 21April Fund, L.P., and 21April Fund, Ltd. (together, the "Purchasers"), pursuant to a note and warrant purchase agreement entered into with the Purchasers.
The Notes have a joint venture agreementterm of 24 months and do not bear interest during this period. However, if the notes are not repaid on or before the second anniversary of issuance, the Notes will thereafter bear interest of 10% per annum, which will increase by 1% each month the Notes remain unpaid, up to supplya maximum of 16% per annum, payable monthly.
Additionally, as part of the transaction, the Company issued 230,000 warrants to the placement agent. All of the warrants issued in this transaction have an exercise price of $0.65 per share, a term of five years and operate water treatment systemsare exercisable for oilcash at any time.
As a result, the Company recorded an initial debt discount of $664,704, based on the relative fair value of the warrants and gas producers innotes issued. The Company determined the Middle East.fair value of the warrants by using the Black-Scholes Option Pricing Model, with the following assumptions: expected term of 2.5 years, stock price of $0.43, exercise price of $0.65, volatility of 80.8%, risk-free rate of 3.13%, and no forfeiture rate. The partner in the joint venture is a local company. LiqTech Water Projects expects to deliver technological know-how, design of water treatment systems and components to support potential projects in the Middle East. The joint venturedebt discount will be established inaccreted according to the form of a jointly owned limited liability company, incorporated undereffective interest method over the laws in the local country, and LiqTech Water Projects holds 49%contractual term of the shares. All profits of the company are to be allocated proportionally to the ownership share,note. The warrants qualified for equity classification and none of the parties are liable for the company’s liabilities towards third parties.were reported within Additional Paid-In Capital.
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. components of notes payable are as follows:
September 30, 2022 | December 31, 2021 | |||||||
Senior Promissory Notes | $ | 6,000,000 | - | |||||
Less: unamortized debt discount | (604,760 | ) | - | |||||
Senior Promissory Notes payable | $ | 5,395,240 | $ | - | ||||
Current portion of Senior Promissory Notes payable | - | - | ||||||
Senior Promissory Notes payable, less current portion | 5,395,240 | - | ||||||
Senior Promissory Notes payable | $ | 5,395,240 | $ | - |
For the three-month periods months ended September 30, 20212022, and 2020,2021, matching contributions expensed totaledthe Company recognized interest expense of $84,098 and $0, and $3,860 respectively. respectively, related to the amortization of the debt discount.
For the nine months ended September 30, 20212022, and 2020,2021, matching contributions expensed totaled $218the Company recognized interest expense of $90,989 and $10,844, respectively.$0, respectively, related to the amortization of the debt discount.
NOTE 8- AGREEMENTS AND COMMITMENTS
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.
OnThe Company has during the November 20, 2018, third quarter been in dialogue with a former supplierclient regarding marine waste-water treatment systems delivered in 2019, regarding potential warranty claims due to LiqTech Ceramics contacted the Companycorrosion on select parts and component, with a claimtotal estimated remediation cost of DKK 448,500 ($68,800) alleging that an agreement from 2016 had not been respected.$ 1.5 million. The Company contestedis disputing the claim but in December 2020 full however a commercial settlement is currently being discussed with expected completion during the court ruled in favor of the supplier, and LiqTech was ordered to pay an amount totaling DKK 587,000 ($96,900), which included interest and court fees that were expensed in 2020.fourth The amount was paid inquarter or early January 2021.2023.
On February 27, 2019, LiqTech Water was contacted by a former supplier alleging that the Company owed DKK 543,905 ($89,800) for services rendered in 2017. The claimant has previously filed a lawsuit to claim payment for the services, which was denied by the Company due to severe errors in the services rendered, and the claim was rejected by a court of law in 2018. Due to the nature of the claim and the previous ruling from the court of law, no provision has been made as of September 30, 2021.
Product Warranties --- The Company provides a standard warranty for its systems, generally for a period of one to three years after customer acceptance. The Company estimates the costs that may be incurred under its standard warranty programs and records a liability for such costs at the time product revenue is recognized.
In addition, the Company sells an extended warranty for certain systems, which generally provides a warranty for up to four years from the date of commissioning. The specific terms and conditions of the warranties vary depending upon the product sold and the country in which the Company does business.installation occurred. Revenue received for the sale of extended warranty contracts is deferred and recognized in the same manner as the costs incurred to perform under the warranty contracts.
The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Factors that affect the warranty liability include the number of units sold, historical and anticipated rates of warranty claims and the cost per claim.
Changes in the Company's current and long-term warranty obligations included in accrued expenses on the balance sheet, as of September 30, 20212022 and December 31, 2020,2021, were as follows:
September 30, 2021 | December 31, 2020 | September 30, 2022 | December 31, 2021 | |||||||||||||
Balance at January 1 | $ | 1,056,613 | $ | 813,288 | $ | 962,313 | $ | 1,056,613 | ||||||||
Warranty costs charged to cost of goods sold | 79,972 | 348,241 | 52,990 | 177,302 | ||||||||||||
Utilization charges against reserve | (132,360 | ) | (199,624 | ) | (77,720 | ) | (191,068 | ) | ||||||||
Release of accrual related to expired warranties | 0 | 0 | - | - | ||||||||||||
Foreign currency effect | (58,302 | ) | 94,708 | (132,653 | ) | (80,534 | ) | |||||||||
Balance at the end of the period | $ | 945,923 | $ | 1,056,613 | $ | 804,930 | $ | 962,313 |
NOTE 79 - EARNINGS PER SHARE
Basic and diluted net income (loss) per common share is determined by dividing net income (loss) by the weighted average commonnumber of shares of Common Stock outstanding during the period. For the periods where there is a net loss, stock options, warrants and Restricted Stock Units (“RSUs”) have been excluded from the calculation of diluted net loss per common share because their effect would be anti-dilutive. Consequently, the weighted average commonnumber of shares of Common Stock used to calculate both basic and diluted net loss per common share would beis the same.same for the reported periods.
For the period ended September 30, 2021,2022, the Company had 149,636 stock grants outstanding to issue Common Stock (“RSUs”). Further, the Company had 1,015,000balances of 2,504,340 RSUs, 31,440,000 prefunded warrants outstanding to issueand 4,480,000 warrants, all exercisable for shares of Common Stock.
The following table shows the amounts used in computing earnings per share and the weighted average number of shares of potentialpotentially dilutive common stockCommon Stock for thethree and nine months ended September 30, 20212022, and 2020:2021:
For the Three Months | For the Nine Months | |||||||||||||||||||||
For the Nine Months Ended September 30, | Ended September 30, | Ended September 30, | ||||||||||||||||||||
2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||
Net (Loss) | $ | (8,461,493 | ) | $ | (6,133,731 | ) | (1,752,664 | ) | (2,903,956 | ) | (12,006,147 | ) | (8,461,493 | ) | ||||||||
Weighted average number of common shares used in basic earnings per share | 21,661,945 | 21,059,251 | 43,891,799 | 21,769,461 | 32,529,152 | 21,661,945 | ||||||||||||||||
Effect of dilutive securities, stock options, RSUs, and warrants | 0 | 0 | - | - | - | - | ||||||||||||||||
Weighted average number of common shares and potential dilutive common shares outstanding used in dilutive earnings per share | 21,661,945 | 21,059,251 | 43,891,799 | 21,769,461 | 32,529,152 | 21,661,945 |
For thethree and nine months ended September 30, 20212022 and 20202021, respectively, the Company had no options outstanding to purchase common stock.outstanding.
NOTE 810 - STOCKHOLDERS' EQUITY
Common Stock –-- The Company has 100,000,000 authorized shares of common stock, $0.001 par value ("Common Stock"). As of September 30, 20212022 and 2020,2021, there were 43,896,871 and 21,285,706 and 21,655,461 common shares of Common Stock issued and outstanding, respectively.
Voting -- Holders of 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, if any, which may at the time be outstanding, holders of common stockCommon 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, 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 common stockCommon Stock will be entitled to share ratably in the distribution of any of our remaining assets.
Other Matters -- Holders of common stock have no conversion, preemptive or other subscription rights, and there are no redemption rights or sinking fund provisions with respect to our common stock. All of the issued and outstanding shares of common stock on the date of this Annual Report are validly issued, fully paid and non-assessable.
Preferred Stock -- Our Board of Directors has the authority to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights, 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 preferred stock may have the effect of delaying, deferring, or preventing a change in control without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.Common Stock.
The Company has 2,500,000 authorized Preferredshares of preferred stock, $0.001 par value. As of September 30, 2021,2022, there were 0no shares of preferred sharesstock issued and outstanding.
Stock Issuance
Since January 1, 2021,2022, the Company has made the following issuances of common stock:Common Stock:
On January 6, 2021,3, 2022, the Company issued 11,21818,641 shares of Common Stock to settle RSUs. The RSUs were valued at $70,000 for services provided by the Board of Directors in 2020.2021. The Company recognized the stock-based compensation of the awards over the requisite service period.
On February 26, 2021,January 3, 2022, the Company issued 30,69448,341 shares of Common Stock to settle RSUs. The RSUs were valued at $166,667 for services provided by management in 2020. The Company recognized the stock-based compensation of the awards over the requisite service period.
On April 9, 2021, the Company issued 80,000 restricted shares of Common Stock pursuant to the Convertible Note agreement executed on April 8, 2021.
On AugustMay 17, 2021,2022, the Company entered an Exchange Agreement with an existing shareholder to exchange an aggregateissued 15,635,850 shares of 500,000 sharesCommon Stock as part of the $23,000,000 public offering of common stock forand 30,425,000 prefunded warrants to fund working capital, general corporate purposes, and partial repayment of equivalent value. The prefunded warrants will be exercisable at any time on or after the closing date.its Senior Convertible Note.
On September 3, 2021,May 19, 2022, the Company exercised in full the option to issue 6,900,000 shares of Common Stock as part of the overallotment of $3,450,000, resulting in the closing of its previously announced public offering of $26,450,000 to fund working capital, general corporate purposes, and partial repayment of its Senior Convertible Note. Total transaction costs related to the combined public offering of $26,450,000 amounted to $1,996,472.
On August 25, 2022, the Company issued 8,333 shares of Common Stock to settle RSUs. The RSUs were valued at $57,500 for services provided by the Board of Directors. The Company recognized the stock-based compensation of the awards over the requisite service period.
Warrants
In connection with the Securities Purchase Agreement entered into in May 2020, we issued a prefunded warrant (“the Warrant”) to purchase an aggregate of 515,000 shares of Common Stock at a purchase price of $5.00 per share. Subject to certain beneficial ownership limitations, the Warrant is immediately exercisable and may be exercised for no additional consideration. The Warrant does not expire. A holder of the Warrant will not have the right to exercise any portion of the Warrant if the holder, together with Affiliates and Attribution Parties (as such terms are defined in the Warrant), would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrant. Upon notice from the holder to the Company, however, the holder may decrease or increase the beneficial ownership limitation (but not above 9.99% of the number of shares of Common Stock outstanding).
On August 17, 2021, the Company entered an Exchange Agreementexchange agreement with an existing shareholder to exchange an aggregate of 500,000 shares of Common Stock for equivalent shares of a prefunded warrants.warrants (the “Exchange Agreement”). The prefunded warrants will be exercisable at an exercise price of $0.001 per share, subject to adjustments as provided under the terms of the prefunded warrants. The prefunded warrants will be exercisable at any time on or after the closing date. The Exchange Agreement containcontained additional terms typical of exchange agreements including representations and warranties of the parties. In connection with the Exchange Agreement,and as of the date of the Exchange Agreement, the Company issued the prefunded warrants to the Shareholders. The exercise price of each prefunded warrant is equal to $0.001 per share,shareholder, and the prefunded warrants are exercisable on or after August 17, 2021, subject to the limitations on exercise and conditions set forth by the prefunded warrants. The prefunded warrants arebecame subject to customary adjustments in the event of stock splits and dividends, fundamental transactions, and subsequent offerings of rights to purchase stock.
The followingOn May 17, 2022, the Company entered a warrant purchase agreement with existing shareholders to purchase 30,425,000 shares of common stock at an offering price of $0.499 per prefunded warrant, which represents the offering price of $0.50 per share of the Company’s common stock less the $0.001 per share exercise price for each pre-funded warrant, for total gross proceeds of approximately $15,182,075 as part of the Company’s public offering of common stock and pre-funded warrants totaling $23,000,000 before underwriting discounts, commissions and offering expenses payable by the Company.
On June 23, 2022, the Company completed a private placement of Senior Notes in an aggregate principal amount of $6,000,000 and warrants to purchase 4,250,000 shares of common stock of the Company to affiliates of Bleichroeder L.P., 21April Fund, L.P., and 21April Fund, Ltd. (together, the "Purchasers"), pursuant to a note and warrant purchase agreement. Additionally, as part of the transaction, the Company issued 230,000 warrants to the placement agent. All warrants issued in this transaction have an exercise price of $0.65 per share, a term of five years and are exercisable for cash at any time.
Below is a summary of the periodic changes in warrants outstanding for the nine months ended September 30, 2022 and 2021:
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2022 | 2021 | |||||||
Warrants outstanding at January 1 | 1,015,000 | 515,000 | ||||||
Warrants issued in connection with public offering and private placement | 34,905,000 | - | ||||||
Common stock exchanged to prefunded warrant | 500,000 | |||||||
Exercises and conversions | - | - | ||||||
Warrants outstanding at September 30 | 35,920,000 | 1,015,000 |
Stock-based Compensation
In 2013, the Company’s Board of Directors adopted a Share Incentive Plan (the “Incentive Plan”). Under the terms and conditions of the Incentive Plan, the Board of Directors is empowered to grant RSUs to officers and directors of the Company. At September 30, 2021,2022, 149,6362,504,340 RSUs were granted and outstanding under the Incentive Plan. Directors of the Company receive share compensation as follows: (i) an initial grant of 25,000 RSUs of Common Stock that vest over a three-year period upon appointment to the Board, followed by an annual grant of $35,000$36,750 ($70,00073,500 for the Chairman of the Board) in RSUs per annum after full vesting of the initial grant. Further, the Company has granted shares of Common Stock in the third quarter to management as part of the Incentive Plan, totaling 114,328722,456 shares thatof which 97,456 shares vest in January 2023 (part of Interim CEO agreement amended on September 13, 2022) and the remaining shares vest over a three-year period.
The Company recognizes compensation costs for RSU grants to directors and management based on the stock price on the date of the grant.
The Company recognized stock-based compensation expense related to RSU grants of $127,519$382,111 and $46,681$127,519 for the three-month periodperiods ended September 30, 20212022 and 2020,2021, respectively. For the nine-month period months periods ended September 30, 20212022, and 2020,2021, the stock-based compensation related to share grants was $354,983$782,360 and $270,238,$354,983, respectively. On September 30, 2021,2022, the Company had $655,382$827,939 of unrecognized compensation cost related to non-vested stock grants.
A summary of the status of the RSUs as of September 30, 20212022 and changes during the period are presented below:
September 30, 2021 | September 30, 2022 | |||||||||||||||||||||||
Number of units | Weighted Average Fair value | Aggregated Intrinsic | Number of units | Weighted Average Fair value | Aggregated Intrinsic | |||||||||||||||||||
Outstanding, December 31, 2020 | 128,299 | $ | 5.79 | $ | 283,541 | |||||||||||||||||||
Outstanding, December 31, 2021 | 149,636 | $ | 6.59 | $ | - | |||||||||||||||||||
Granted | 71,582 | 7.51 | - | 2,574,871 | 0.77 | - | ||||||||||||||||||
Vested and settled with share issuance | (50,245 | ) | (5.85 | ) | - | (75,315 | ) | (6.59 | ) | - | ||||||||||||||
Forfeited | 0 | 0 | - | (144,853 | ) | (6.22 | ) | - | ||||||||||||||||
Outstanding, September 30, 2021 | 149,636 | $ | 6.59 | $ | 0 | |||||||||||||||||||
Outstanding, September 30, 2022 | 2,504,340 | $ | 0.63 | $ | - |
Stock Options
In August 2015, the Company’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. As of September 30, 2021, 0 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.
NOTE 911��- – SIGNIFICANT CUSTOMERS / CONCENTRATION / DISAGGREGATED REVENUE
The following table presents customers accounting for 10% or more of the Company’s revenue:
For the Three Months | For the Nine Months | For the Three Months | For the Nine Months | |||||||||||||||||||||||||||||
Ended September 30, | Ended September 30, | Ended September 30, | Ended September 30, | |||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
Customer A | 21 | % | * | * | * | 14 | % | 11 | % | 17 | % | 11 | % | |||||||||||||||||||
Customer B | 11 | % | * | 11 | % | * | 12 | % | * | * | * | |||||||||||||||||||||
Customer C | 10 | % | * | * | * | 11 | % | * | * | * | ||||||||||||||||||||||
Customer D | * | 23 | % | * | 27 | % | * | * | 12 | % | * | |||||||||||||||||||||
Customer E | * | 20 | % | * | 11 | % | * | * | * | 21 | % | |||||||||||||||||||||
Customer F | * | * | * | 10 | % |
* Zero or less than 10%
The following table presents customers accounting for 10% or more of the Company’s Accounts receivable:
September 30,
| December 31,
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Customer | % | |||||||
| * | |||||||
Customer C | 11 | % | * | |||||
Customer E | * | 16 | % | |||||
Customer | * | % |
* Zero or less than 10%
As of September 30, 2021,2022, approximately 63%62% of the Company’s assets were located in Denmark, 31%36% were located in the United StatesU.S., and 6%2% were located in China. As of December 31, 2020,2021, approximately 100%61% of the Company’s assets were located in Denmark.Denmark, 26% were located in the U.S., and 13% were located in China.
NOTE 1012 – SEGMENT REPORTING
The Company operates in three segments: Water, Ceramics and Plastics. Effective as of January 1, 2020, the group structure was changed, aswith shared group activities were transferred to an individual reporting unit separated from the business units. Costs and assets for these activities were therefore separated during 2020.
Segment information for the business areas is as follows:
For the Three Months Ended | For the Nine Months Ended | For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||||||
Water | $ | 1,493,549 | $ | 1,925,879 | $ | 3,730,889 | $ | 12,127,421 | $ | 785,046 | $ | 1,493,549 | $ | 3,522,049 | $ | 3,730,889 | ||||||||||||||||
Ceramics | 1,703,057 | 989,601 | 5,444,863 | 4,367,591 | 1,854,981 | 1,703,057 | 5,548,951 | 5,444,863 | ||||||||||||||||||||||||
Plastics | 855,896 | 503,297 | 2,686,292 | 1,847,092 | 665,507 | 855,896 | 2,839,809 | 2,686,292 | ||||||||||||||||||||||||
Other | 90,452 | 124,953 | 295,350 | 124,953 | ||||||||||||||||||||||||||||
Corporate | - | 90,452 | 50,253 | 295,350 | ||||||||||||||||||||||||||||
Total consolidated Revenue | 4,142,954 | 3,543,730 | 12,157,394 | 18,467,057 | 3,305,534 | 4,142,954 | 11,961,062 | 12,157,394 |
For the Three Months Ended | For the Nine Months Ended | For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
Income (Loss) | ||||||||||||||||||||||||||||||||
Water | $ | (531,868 | ) | $ | (175,725 | ) | $ | (2,112,430 | ) | $ | (64,967 | ) | $ | (107,681 | ) | $ | (531,868 | ) | $ | (864,378 | ) | $ | (2,112,430 | ) | ||||||||
Ceramics | (798,615 | ) | (622,504 | ) | (2,681,013 | ) | (1,598,205 | ) | (772,862 | ) | (798,615 | ) | (3,519,182 | ) | (2,681,013 | ) | ||||||||||||||||
Plastics | (358,880 | ) | (261,544 | ) | (887,184 | ) | (329,200 | ) | (152,492 | ) | (358,880 | ) | (392,092 | ) | (887,184 | ) | ||||||||||||||||
Other | (1,214,593 | ) | (2,813,646 | ) | (2,780,866 | ) | (4,141,359 | ) | (719,629 | ) | (1,214,593 | ) | (7,230,495 | ) | (2,780,866 | ) | ||||||||||||||||
Total consolidated Loss | (2,903,956 | ) | (3,873,419 | ) | (8,461,493 | ) | (6,133,731 | ) | (1,752,664 | ) | (2,903,956 | ) | (12,006,147 | ) | (8,461,493 | ) |
For the period ended | As of | |||||||||||||||
Total assets | September 30, 2021 | December 31, 2020 | ||||||||||||||
September 30, 2022 | December 31, 2021 | |||||||||||||||
Total Assets | ||||||||||||||||
Water | $ | 9,096,032 | $ | 14,033,107 | $ | 6,874,447 | $ | 7,767,679 | ||||||||
Ceramics | 17,048,081 | 16,734,371 | 13,889,897 | 13,961,057 | ||||||||||||
Plastics | 1,940,034 | 2,022,381 | 1,207,357 | 1,645,879 | ||||||||||||
Other | 20,309,406 | 9,420,278 | 18,679,632 | 21,680,077 | ||||||||||||
Total consolidated assets | $ | 48,393,553 | $ | 42,210,137 | ||||||||||||
Total consolidated Assets | $ | 40,651,333 | $ | 45,054,692 |
NOTE 1113 - SUBSEQUENT EVENTS
None.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this quarterly report. In addition, the following discussion should be read in conjunction with our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 20212022 and the financial statements and notes thereto. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Overview
LiqTech International, Inc. is a clean technology company that provides state-of-the-art gas and liquid purification products by manufacturing ceramic silicon carbide filters and membranes. For more than two decades, we have developed and manufactured products of re-crystallized silicon carbide. We specialize in three business areas: ceramic membranes for liquid filtration systems, diesel particulate filters (DPFs) to control soot exhaust particles from diesel engines, and plastic components for usage in various industries. Using nanotechnology, we develop proprietary products using patented silicon carbide technology. Our products are based on unique silicon carbide membranes that facilitate new applications and improve existing technologies. We market our products from our office in Denmark and through local representatives and distributors. The products are shipped directly to customers from our production facilities in Denmark.
The terms “LiqTech”, “we”, “our”, “us”, the “Company” or any derivative thereof, as used herein, refer to LiqTech International, Inc., a Nevada corporation, together with its direct and indirect wholly owned subsidiaries, including LiqTech USA, Inc., a Delaware corporation (“LiqTech USA”), which owns all of the outstanding equity interest in LiqTech NA, Inc., a Delaware corporation (“LiqTech NA”) and in LiqTech Holding A/S, a Danish limited company, organized under the Danish Act on Limited Companies of the Kingdom of Denmark (“LiqTech Holding”), together with its direct wholly owned subsidiaries LiqTech Ceramics A/S (“LiqTech Ceramics”), LiqTech Water A/S (“LiqTech Water”), LiqTech Plastics A/S (“LiqTech Plastics”), LiqTech Water Projects A/S ("LiqTech Water Projects”), LiqTech Emission Control A/S (“LiqTech Emission Control”), all Danish limited companies organized under the Danish Act on Limited Companies of the Kingdom of Denmark, and LiqTech Environment Technologies (China) Co., Ltd. (“LiqTech China”), a Chinese company organized under the Chinese Act on Limited Companies in the Peoples Republic of China. Collectively, LiqTech USA, LiqTech NA, LiqTech Holding, LiqTech Ceramics, LiqTech Water, LiqTech Plastics, LiqTech Water Projects, LiqTech Emission Control and LiqTech China are referred to herein as our “Subsidiaries”.
At present, we conduct our operations in the Kingdom of Denmark. Our Danish operations are located in the Copenhagen area, in Hobro, and in Aarhus.
Our Strategy
Our strategy is to create stockholderleverage our core competencies in material science, advanced filtration, and systems integration, creating differentiated products with compelling value by leveraging our competitive strengths in silicon carbide filters, membranes,propositions to penetrate attractive end markets with regulatory and water treatment solutions through our focus on discrete applications in key end markets.ESG tailwinds. Essential features ofimperatives associated with our strategy include:include the following:
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Results of Operations
The financial information below is derived from our unaudited condensed consolidated financial statements included elsewhere in this report.
The following table sets forth our revenues, expenses and net loss for the three months ended September 30, 20212022 and 2020:2021:
Three Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
Period to Period Change | Period to Period Change | |||||||||||||||||||||||||||||||||||||||||||||||
2021 | As a % of Sales | 2020 | As a % of Sales | Variance | Percent % | 2022 | As a % of Sales | 2021 | As a % of Sales | Variance | Percent % | |||||||||||||||||||||||||||||||||||||
Revenue | 4,142,954 | 100.0 | % | 3,543,730 | 100.0 | % | 599,224 | 16.9 | % | 3,305,534 | 100.0 | % | 4,142,954 | 100.0 | % | (837,420 | ) | (20.2 | )% | |||||||||||||||||||||||||||||
Cost of goods sold | 3,946,732 | 95.3 | 3,852,210 | 108.7 | 94,522 | 2.5 | ||||||||||||||||||||||||||||||||||||||||||
Cost of Goods Sold | 3,198,255 | 96.8 | 3,946,732 | 95.3 | (748,477 | ) | (19.0 | ) | ||||||||||||||||||||||||||||||||||||||||
Gross Profit | 196,222 | 4.7 | (308,480 | ) | (8.7 | ) | 504,702 | (163.6 | ) | 107,279 | 3.2 | 196,222 | 4.7 | (88,943 | ) | (45.3 | ) | |||||||||||||||||||||||||||||||
Operating Expenses | ||||||||||||||||||||||||||||||||||||||||||||||||
Selling expenses | 1,205,849 | 29.1 | 741,738 | 20.9 | 464,111 | 62.6 | 676,420 | 20.5 | 1,205,849 | 29.1 | (529,429 | ) | (43.9 | ) | ||||||||||||||||||||||||||||||||||
General and administrative expenses | 1,102,772 | 26.6 | 1,526,327 | 43.1 | (423,555 | ) | (27.7 | ) | 1,429,315 | 43.2 | 1,102,772 | 26.6 | 326,543 | 29.6 | ||||||||||||||||||||||||||||||||||
Research and development expenses | 497,823 | 12.0 | 256,239 | 7.2 | 241,584 | 94.3 | 283,524 | 8.6 | 497,823 | 12.0 | (214,299 | ) | (43.0 | ) | ||||||||||||||||||||||||||||||||||
Restructuring costs | (1,964 | ) | (0.1 | ) | - | - | (1,964 | ) | - | |||||||||||||||||||||||||||||||||||||||
Total Operating Expenses | 2,806,444 | 67.7 | 2,524,304 | 71.2 | 282,140 | 11.2 | 2,387,295 | 72.2 | 2,806,444 | 67.7 | (419,149 | ) | (14.9 | ) | ||||||||||||||||||||||||||||||||||
Loss from Operation | (2,610,222 | ) | (63.0 | ) | (2,832,784 | ) | (79.9 | ) | 222,562 | (7.9 | ) | (2,280,016 | ) | (69.0 | ) | (2,610,222 | ) | (63.0 | ) | 330,206 | (12.7 | ) | ||||||||||||||||||||||||||
Other Income (Expense) | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest and other income | - | - | 8,164 | 0.2 | (8,164 | ) | (100.0 | ) | 1,870 | 0.1 | - | - | 1,870 | - | ||||||||||||||||||||||||||||||||||
Gain on modification of earn-out liability | - | - | 301,573 | 8.5 | (301,573 | ) | (100.0 | ) | ||||||||||||||||||||||||||||||||||||||||
Interest (expense) | (235,318 | ) | (5.7 | ) | (41,388 | ) | (1.2 | ) | (193,930 | ) | 468.6 | (28,514 | ) | (0.9 | ) | (235,318 | ) | (5.7 | ) | 206,804 | (87.9 | ) | ||||||||||||||||||||||||||
Amortization discount, convertible note | (292,129 | ) | (7.1 | ) | - | - | (292,129 | ) | - | |||||||||||||||||||||||||||||||||||||||
Fair value adjustment of warrants | - | - | (664,350 | ) | (18.7 | ) | 664,350 | (100.0 | ) | |||||||||||||||||||||||||||||||||||||||
Amortization discount, Notes | (84,098 | ) | (2.5 | ) | (292,129 | ) | (7.1 | ) | 208,031 | (71.2 | ) | |||||||||||||||||||||||||||||||||||||
Gain (loss) on currency transactions | 218,030 | 5.3 | (660,747 | ) | (18.6 | ) | 878,777 | (133.0 | ) | 628,137 | 19.0 | 218,030 | 5.3 | 410,107 | 188.1 | |||||||||||||||||||||||||||||||||
Gain on lease termination | (3,317 | ) | (0.1 | ) | - | - | (3,317 | ) | - | |||||||||||||||||||||||||||||||||||||||
Gain (loss) on sale of fixed assets | (8 | ) | 0.0 | - | - | (8 | ) | - | (19 | ) | - | (8 | ) | 0.0 | (11 | ) | 137.5 | |||||||||||||||||||||||||||||||
Total Other Income (Expense) | (309,425 | ) | (7.5 | ) | (1,056,748 | ) | (29.8 | ) | 747,323 | (70.7 | ) | 514,059 | 15.6 | (309,425 | ) | (7.5 | ) | 823,484 | (266.1 | ) | ||||||||||||||||||||||||||||
Loss Before Income Taxes | (2,919,647 | ) | (70.5 | ) | (3,889,532 | ) | (109.8 | ) | 969,885 | (24.9 | ) | (1,765,957 | ) | (53.4 | ) | (2,919,647 | ) | (70.5 | ) | 1,153,690 | (39.5 | ) | ||||||||||||||||||||||||||
Income Tax Benefit | (15,691 | ) | (0.4 | ) | (16,113 | ) | (0.5 | ) | 422 | 0.0 | (13,293 | ) | (0.4 | ) | (15,691 | ) | (0.4 | ) | 2,398 | (0.2 | ) | |||||||||||||||||||||||||||
Net Loss | (2,903,956 | ) | (70.1 | ) | (3,873,419 | ) | (109.3 | ) | 969,463 | (25.0 | ) | (1,752,664 | ) | (53.0 | ) | (2,903,956 | ) | (70.1 | ) | 1,151,292 | (39.6 | ) |
Revenue
Revenue for the three months ended September 30, 20212022, was $4,142,954$3,305,534 compared to $3,543,730$4,142,954 for the same period in 2020,2021, representing an increasea decrease of $599,224,$837,420, or 17%20%. The changedecrease was particularly attributed to a reduction in sales mainly consistsdeliveries of a decrease in liquid filters and water treatment systems of $405,611,$708,503 and a decrease in Plastics revenue of $190,389 amid general market uncertainty exacerbated by the European energy crisis, partly offset by an increase in Ceramics revenue of $151,924 due to increased sales of plastic components of $352,599membranes and DPFs and membranes of $693,512. The decrease in sales of liquid filters and water treatment systems is a result of the negative impact of the ongoing COVID-19 pandemic, which has resulted in significant restrictions and business limitations across the globe and has caused a substantial decline in the demand and delivery of water treatment systemslarge-scale DPF deliveries for the marine scrubber industry. Revenue for DPFs and membranes increased by 69% based on the favorable customer interest in environmental solutions to reduce CO2 emissions. The increase in sales of plastic components is related to the onset of more programmatic sales efforts that started in 2020 and realized favorable effects in 2021.Asian market.
Gross Profit
Gross profit for the three months ended September 30, 20212022, was $196,222$107,279 compared to gross profit of $(308,480)$196,222 for the same period in 2020,2021, representing an increasea decrease of $504,702.$88,943. The increasedecrease was mainly caused by the continued negative impact from rising input cost inflation associated with the production of our silicon carbide products, including increases in electricity, raw material prices, labor, freight and logistic services. The gross profit compared to last year is due largely to substantial costs that were incurred last year related to the planned closure of the production facility in the United States, including write-offsthird quarter was further impacted by adjustments for excess and obsolete inventory in a period with changing market fundamentals, resulting in write-downs of inventory components,select items and implementation of revised standard cost calculations. The negative impact was partly offset by deliveries of high-margin Ceramics membranes and increased scrap costs foraftermarket sales during the production machinery and other related costs. Additionally, the increase in net sales resulted in improved gross profit due to the higher utilization of the production facilities.quarter. Included in the gross profit iswas depreciation of $473,327$436,257 and $476,705$473,327 for the three months ended September 30, 20212022 and 2020,2021, respectively.
Expenses
Total operating expenses for the three months ended September 30, 20212022 were $2,806,444,$2,387,295, representing an increasea decrease of $282,140,$419,149, or 11%15%, compared to $2,524,304$2,806,444 for the same period in 2020.2021, mainly reflecting the cost reduction, restructuring, and reorganization efforts implemented in 2022.
Selling expenses for the three months ended September 30, 20212022 were $1,205,849$676,420 compared to $741,738$1,205,849 for the same period in 2020,2021, representing an increasea decrease of $464,111,$529,429, or 63%44%. This change resulted fromdecline was the hiringresult of, additional sales personnelorganizational streamlining that included a reduction in headcounts of seven compared to implement our growth strategy, increasing from an averagesame period in 2021, partly offset by increased marketing and travel activities following the easing of 12 in 2020 to an average of 21 in 2021. Further, the Company invested in additional marketing activities to help increase future sales.COVID-19 restrictions.
General and administrative expenses for the three months ended September 30, 20212022, were $1,102,772$1,429,315 compared to $1,526,327$1,102,772 for the same period in 2020,2021, representing a decreasean increase of $423,555,$326,543, or 28%30%. This change resulted from various cost- savings initiatives, including a reduction in the number of administrative employees from an average of 20 in 2020 to an average of 13 in 2021. Included in general and administrative expenses iswas increased non-cash compensation of $127,519$254,592 related to onboarding of new CFO, CEO, and $46,681 for the three months ended September 30, 2021interim CEO agreement, and 2020, respectively, representing an increaseincreased employee expenses related to onboarding of $80,838, or 173%, attributable to stock grants to members of the Board and management.key staff, partly offset by a decrease in legal expenses.
The following is a summary of non-cash compensation:
For the Three Months Ended | For the Three Months Ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
Compensation for vesting of restricted stock awards issued to the Board of Directors | $ | 49,375 | $ | 5,014 | $ | 51,125 | $ | 49,375 | ||||||||
Compensation for vesting of restricted stock awards issued to management | 78,144 | 41,667 | 330,986 | 78,144 | ||||||||||||
Total Non-Cash Compensation | $ | 127,519 | $ | 46,681 | ||||||||||||
Total Non-cash compensation | $ | 382,111 | $ | 127,519 |
Research and development expenses for the three months ended September 30, 20212022, were $497,823$283,524 compared to $256,239$497,823 for the same period in 2020,2021, representing an increasea decrease of $241,584,$214,299, or 94%43%. This change resulted from an increaseThe decrease represents a reduction in the number of employees engaged in researchexternal development projects along with efficiencies and development activities from an averagesaving achieved through the streamlining and centralization of 13 in 2020the R&D function.
Restructuring costs for the three months ended September 30, 2022, were $(1,964) compared to an average of 18$0 for the same period in 2021, as the Company increased development activities for existing and new productsrepresenting additional restructuring costs for the marine industrycompletion of the restructuring program announced in the second quarter (see Note 3), offset by the continued appreciation of the USD against EUR and other end markets.DKK.
Other Income (Expenses)
Other Income (Expenses) for the three months ended September 30, 20212022, was $(309,425)$514,059 compared to $(1,056,748)Other Expenses of $309,425 for the comparable period in 2020,2021, representing a favorable differencepositive variance of $747,323.$823,484. The improvement in Other Income (Expenses)change was mainly causedrelated to a decrease in interest expenses and amortization discount of $414,835, explained by a reductionthe refinancing of the Convertible Note in the losssecond quarter of 2022 with the new $6 million Senior Promissory Note and gain on currency transactions as a result of a less volatility and a more favorable DKK/USD exchange rate during the period. Included in Other Income (Expenses) is an expense of $292,129 related to the amortization of discount and interest expenses of $189,583 related to the Convertible Note issued in April 2021.$410,107.
Net Loss
Net loss for the three months ended September 30, 20212022, was $(2,903,956)$1,752,664 compared to $(3,873,419)$2,903,956 for the comparable period in 2020,2021, representing a favorable differencedecrease in net loss of $969,463.
This change was primarily attributable to$1,151,292, supported by the increase in revenue due to higher demand for diesel particulate filters and plastic components along with the favorable variance in other expenses due to a positive impact fromintensified cost reduction efforts, gain on currency transactions, duringand the period.benefits from the refinancing of the Convertible Note.
Comparison of the Nine MonthsEnded September 30, 20212022 and September 30, 20202021
The following table sets forth our revenues, expenses and net incomeloss for the nine months ended September 30, 20212022 and 2020:2021:
Nine Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
Period to Period Change | Period to Period Change | |||||||||||||||||||||||||||||||||||||||||||||||
2021 | As a % of Sales | 2020 | As a % of Sales | $ | Percent % | 2022 | As a % of Sales | 2021 | As a % of Sales | Variance | Percent % | |||||||||||||||||||||||||||||||||||||
Revenue | 12,157,394 | 100.0 | % | 18,467,057 | 100.0 | % | (6,309,663 | ) | (34.2 | )% | 11,961,062 | 100.0 | % | 12,157,394 | 100.0 | % | (196,332 | ) | (1.6 | )% | ||||||||||||||||||||||||||||
Cost of Goods Sold | 11,525,847 | 94.8 | 15,641,998 | 84.7 | (4,116,151 | ) | (26.3 | ) | 11,460,102 | 95.8 | 11,525,847 | 94.8 | (65,745 | ) | (0.6 | ) | ||||||||||||||||||||||||||||||||
Gross Profit | 631,547 | 5.2 | 2,825,059 | 15.3 | (2,193,512 | ) | (77.6 | ) | 500,960 | 4.2 | 631,547 | 5.2 | (130,587 | ) | (20.7 | ) | ||||||||||||||||||||||||||||||||
Operating Expenses | ||||||||||||||||||||||||||||||||||||||||||||||||
Selling expenses | 3,417,933 | 28.1 | 2,024,485 | 11.0 | 1,393,448 | 68.8 | 2,932,881 | 24.5 | 3,417,933 | 28.1 | (485,052 | ) | (14.2 | ) | ||||||||||||||||||||||||||||||||||
General and administrative expenses | 3,824,574 | 31.5 | 4,585,857 | 24.8 | (761,283 | ) | (16.6 | ) | 4,611,375 | 38.6 | 3,824,574 | 31.5 | 786,801 | 20.6 | ||||||||||||||||||||||||||||||||||
Research and development expenses | 1,370,059 | 11.3 | 883,752 | 4.8 | 486,307 | 55.0 | 1,377,097 | 11.5 | 1,370,059 | 11.3 | 7,038 | 0.5 | ||||||||||||||||||||||||||||||||||||
Restructuring costs | 1,786,863 | 14.9 | - | - | 1,786,863 | - | ||||||||||||||||||||||||||||||||||||||||||
Total Operating Expenses | 8,612,566 | 70.8 | 7,494,094 | 40.6 | 1,118,472 | 14.9 | 10,708,216 | 89.5 | 8,612,566 | 70.8 | 2,095,650 | 24.3 | ||||||||||||||||||||||||||||||||||||
Loss from Operations | (7,981,019 | ) | (65.6 | ) | (4,669,035 | ) | (25.3 | ) | (3,311,984 | ) | 70.9 | |||||||||||||||||||||||||||||||||||||
Loss from Operation | (10,207,256 | ) | (85.3 | ) | (7,981,019 | ) | (65.6 | ) | (2,226,237 | ) | 27.9 | |||||||||||||||||||||||||||||||||||||
Other Income (Expense) | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest and other income | - | - | 12,901 | 0.1 | (12,901 | ) | (100.0 | ) | 344,593 | 2.9 | - | - | 344,593 | - | ||||||||||||||||||||||||||||||||||
Gain on modification of the earn-out agreement | - | - | 301,573 | 1.6 | (301,573 | ) | (100.0 | ) | ||||||||||||||||||||||||||||||||||||||||
Interest expense | (491,335 | ) | (4.0 | ) | (102,926 | ) | (0.6 | ) | (388,409 | ) | 377.4 | |||||||||||||||||||||||||||||||||||||
Amortization discount, Convertible Note | (543,933 | ) | (4.5 | ) | - | - | (543,933 | ) | - | |||||||||||||||||||||||||||||||||||||||
Fair value adjustment of warrants | - | - | (901,250 | ) | (4.9 | ) | 901,250 | (100.0 | ) | |||||||||||||||||||||||||||||||||||||||
Loss on currency transactions | 506,018 | 4.2 | (821,681 | ) | (4.4 | ) | 1,327,699 | (161.6 | ) | |||||||||||||||||||||||||||||||||||||||
Interest (expense) | (394,532 | ) | (3.3 | ) | (491,335 | ) | (4.0 | ) | 96,804 | (19.7 | ) | |||||||||||||||||||||||||||||||||||||
Amortization discount, Notes | (2,304,054 | ) | (19.3 | ) | (543,933 | ) | (4.5 | ) | (1,760,121 | ) | 323.6 | |||||||||||||||||||||||||||||||||||||
Gain (loss) on currency transactions | 361,928 | 3.0 | 506,018 | 4.2 | (144,090 | ) | (28.5 | ) | ||||||||||||||||||||||||||||||||||||||||
Gain on lease termination | 150,258 | 1.3 | - | - | 150,258 | - | ||||||||||||||||||||||||||||||||||||||||||
Gain (loss) on sale of fixed assets | 1,126 | 0.0 | - | - | 1,126 | - | 642 | - | 1,126 | 0.0 | (484 | ) | (43.0 | ) | ||||||||||||||||||||||||||||||||||
Total Other Income (Expense) | (528,124 | ) | (4.3 | ) | (1,511,383 | ) | (8.2 | ) | 983,259 | (65.1 | ) | (1,841,165 | ) | (15.4 | ) | (528,124 | ) | (4.3 | ) | (1,313,040 | ) | 248.6 | ||||||||||||||||||||||||||
Loss Before Income Taxes | (8,509,143 | ) | (70.0 | ) | (6,180,418 | ) | (33.5 | ) | (2,328,725 | ) | 37.7 | (12,048,421 | ) | (100.7 | ) | (8,509,143 | ) | (70.0 | ) | (3,539,277 | ) | 41.6 | ||||||||||||||||||||||||||
Income Tax Benefit | (47,650 | ) | (0.4 | ) | (46,687 | ) | (0.3 | ) | (963 | ) | 2.1 | (42,274 | ) | (0.4 | ) | (47,650 | ) | 0.4 | 5,376 | (11.3 | ) | |||||||||||||||||||||||||||
Net Loss | (8,461,493 | ) | (69.6 | ) | (6,133,731 | ) | (33.2 | ) | (2,327,762 | ) | 38.0 | (12,006,147 | ) | (100.4 | ) | (8,461,493 | ) | (69.6 | ) | (3,544,653 | ) | 41.9 |
RevenuesRevenue
Revenue for the nine months ended September 30, 20212022, was $12,157,394$11,961,062 compared to $18,467,057$12,157,394 for the same period in 2020,2021, representing a decrease of $6,309,663,$196,332, or 34%1.6%. The change indecrease was mainly driven by increased Plastics revenue resulted from a decrease in sales of liquid filters$153,517 and water treatment systemsCeramics revenue of $8,700,268,$104,088, offset by an increasethe continued appreciation of sales in DPFs and membranes of $1,714,562 and an increase in sales of plastic components of $839,200. The decrease in revenue for our liquid filters and water treatment systems was mainlythe USD against the EUR due to impactsrevenue denominated in DKK or EUR, coupled with lower share of the ongoing COVID-19 pandemic, which have resulted in significant restrictionscompleted development projects of $245,098 and business limitations across the globe causing a significant decline in deliveryreduced Water revenue of water treatment systems for the marine scrubber industry. The demand for DPFs and membranes increased by 46% based on favorable customer interest in environmental solutions to reduce CO2 emissions. The increase in sales of plastic components was related to the onset of more programmatic sales efforts that started in 2020 and realized favorable effects in 2021.$208,840.
Gross Profit
Gross profit for the nine months ended September 30, 20212022, was $631,547$500,960 compared to gross profit of $2,825,059$631,547 for the same period in 2020,2021, representing a decrease of $2,193,512, or 78%.$130,587. The decrease in gross profit was largelychange reflects reduced profitability within the Plastics and Ceramics businesses due to unfavorable mix, further exacerbated by continued input cost inflation and the decline in sales of liquid filtersEuropean energy crisis. Proactive measures such as price increases and water treatment systems, where sales command a higher gross margin. Additionally, gross profit in the water treatment business was negatively impacted by more competitive market pricing during the economic downturn precipitatedpower price surcharges have been launched by the COVID-19 pandemic.company to defend profitability. Included in the gross profit was depreciation of $1,440,382$1,406,003 and $1,384,344$1,440,382, for the nine months ended September 30, 20212022 and 2020,2021, respectively.
Expenses
Total operating expenses for the nine months ended September 30, 20212022, were $8,612,566,$10,708,216, representing an increase of $1,118,472,$2,095,650, or 15%24%, compared to $7,494,094$8,612,566 for the same period in 2020.2021, mainly driven by restructuring costs of $1,786,863 recognized in the second quarter of 2022.
Selling expenses for the nine months ended September 30, 20212022, were $3,417,933$2,932,881 compared to $2,024,485$3,417,933 for the same period in 2020,2021, representing an increasea decrease of $1,393,448,$485,052, or 69%14%. This change resulted fromThe decrease is explained by the addition of newcost reduction and reorganization efforts initiated in 2022, and more specifically headcounts reductions and organization streamlining, partly offset by increased costs associated with intensified direct sales employees from an average of 12 in 2020 to an average of 20 in 2021. Further, the Company invested significantly in other sales andefforts, consulting service engagements, direct marketing activities, including increased on-line advertising, new CRM software, additional sales agents in various countries and other measures.bad debt provisions.
General and administrative expenses for the nine months ended September 30, 20212022, were $3,824,574$4,611,375 compared to $4,585,857$3,824,574 for the same period in 2020,2021, representing a decreasean increase of $761,283,$786,801, or 17%21%. This change resulted from various cost-savings programs introduced as a resultThe increase was mainly caused by increased headcount and costs associated with the China capacity expansion, recruitment of the COVID-19 impact on the business. The primary benefit resulted from the reduction in the number of administrativekey employees, that decreased from 23 in 2020 to 13 in 2021. Includedand general legal and audit costs. Also included in general and administrative expenses is Non-cashfor the period was increased cost associated with the recent CEO transition that included increased non-cash compensation expenses that were $354,983 and $270,238of $782,361 for the nine months ended September 30, 2021 and September 30, 2020, respectively, representing an increase of $84,745, or 31%, attributable2022, compared to increased stock grants to members of management but offset by reduced stock grants to$354,983 in the Board.same period in 2021.
The following is a summary of non-cash compensation:
For the Nine Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
Compensation for vesting of restricted stock awards issued to the Board of Directors | $ | 148,125 | $ | 131,349 | $ | 153,375 | $ | 148,125 | ||||||||
Compensation for vesting of restricted stock awards issued to management | 206,858 | 138,889 | 628,985 | 206,858 | ||||||||||||
Total Non-Cash Compensation | $ | 354,983 | $ | 270,238 | $ | 782,360 | $ | 354,983 |
Research and development expenses for the nine months ended September 30, 20212022, were $1,370,059$1,377,097 compared to $883,752$1,370,059 for the same period in 2020,2021, representing an increase of $486,307,$7,038, or 55%0.5%. This change resulted from an increase
Restructuring costs for the nine months ended September 30, 2022, were $1,786,863 compared to $0 for the same period in 2021. The restructuring program was executed in the number of employees engaged in research and development activities from an average headcount of 14 in 2020second quarter (See Note 3).
Other Income (Expense)
Other Expense for the nine months ended September 30, 2022, was $1,841,165 compared to an average headcount of 17$528,124 for the comparable period in 2021, asrepresenting a negative variance of $1,313,040.
The variance was mainly related to the Company increased development activities for existingearly repayment of the Convertible Note issued in April 2021, reflecting the full recognition of the repayment premium and new products foramortization cost in the marine industrysecond quarter of 2022. Further, the period was impacted by a lower gain on currency transactions of $144,090, partly offset by the receipt of COVID-19 grants in the Danish entities and other end markets.gain on lease terminations.
Net Loss
Net loss for the nine months ended September 30, 20212022, was $(8,461,493)$12,006,147 compared to $(6,133,731)$8,461,493 for the comparable period in 2020,2021, representing an unfavorable variance in net loss of $2,327,762.$3,544,653.
This change was resulted primarily from the significant decrease in revenue and the related decrease in gross profit. Further, the increase in operating expenses caused primarily by the growth in headcount to support future sales and production exacerbated the increased loss for the nine months ended September 30, 2021 comparedattributable to the same periodrestructuring charges, and refinancing cost related to the repayment of the Convertible Note in 2020.the second quarter.
Liquidity and Capital Resources
Based on the still ongoing negative effects ofcontinued, and more recently increased market volatility and geopolitical unrest pertaining to the global pandemic, we areRussia and Ukraine conflict, European energy crisis and highly inflationary environment, and macro-economic uncertainty, the Company is unable to predict the full impact that COVID-19this will have on our long-term financial condition, results of operations, liquidity, and cash flows dueflows. The Company has planned and executed on decisive measures in 2022 to uncertainties. Our compliancehelp safeguard the business and its financial position by reducing cost, headcount, and overall capex commitments, which together with the measures implemented to avoid the spreadsuccessful completion of the virus had a material adverse impact on our financial results since March 2020. To$26.45 million public offering of common stock and pre-funded warrants, substantially improve the extent possible, we have taken precautionary measures to reduce and/or defer operating expenses and preserve liquidity. near-term liquidity position of the Company.
Furthermore, in June the Company completed the refinancing of its $15 million Convertible Note due in 2023, partly funded by the issuance of the new $6 million Senior Promissory Notes due in June 2024 along with the proceeds from the public offering. The Senior Promissory Notes are interest-free, with full redemption after 24 months.
Based on current projections, which are subject to numeroussignificant uncertainties, including the duration and severity of global macroeconomic issues, commodity volatility, and continued global supply chain disruptions, the pandemic and containment measures along withCompany believes the effect of these on the industries in which we compete, we believe our cash on hand, as well as our ongoing cash generated from operations, might notwill be sufficient to cover ourits capital requirements and committed investments for the next 12 months from the issuance of this report as we consider further investments to generate revenue growth. In addition, as a result of themonths.
Continued market uncertainty and reduced order intake and decreased manufacturing levels, our future gross profit will also likely be unfavorably impacted until such time that we are able to operate our manufacturing facilities at higher capacity levels as originally planned prior tocaused by weakening global macroeconomic conditions, recession, or a resurgence of the COVID-19 pandemic. Notwithstandingpandemic, however, could unfavorably impact the reduction in our manufacturing levels, based on our current rate of production, we believe that we will be ableCompany’s ability to fulfill most, if not all, of our existing delivery obligations in 2021.generate positive cash flow and thereby significantly reduce the profitability and liquidity position.
While we anticipatethe Company anticipates that its proactive measures will be sufficient to protect and fund the foregoing measures are temporary, webusiness over the coming 12 months, the Company cannot predict the specific duration for which these precautionary measures will stay in effect and how ourseverity of the unfavorable market dynamics that may adversely affect the business may be adversely affected as a result of the pandemic’sthese global economic impactissues and associated supply chain disruptions. In the future, the pandemicCompany may causeexperience reduced or changed demand for ourits products and services, especially if it results inthere is a global recession. It could also lead to limitationsrecession or structural shift in our ability to produce and shipregulation or demand for its products caused by governmental actions and regulations to contain the spread of the virus along with disruptions in the global chain.across its core end markets.
We haveThe Company has historically satisfied ourits capital and liquidity requirements through offerings of equity instruments, internally generated cash from operations and our available lines of credit. At the filing date,On September 30, 2022, the Company had an available line of credit amounting to DKK 20,000,000 ($3,000,000), which is used for a leasing arrangement and guarantees issued to customers for prepayments and for warranties after delivery. On September 30, 2021, we had cash of $20,692,339$17,605,377 and net working capital of $16,332,018,$23,306,125, and on December 31, 2020, we2021, the Company had cash of $13,264,449$17,489,380 and net working capital of $15,839,992. On September 30, 2021, our net$11,199,258. The increase in working capital had increased by $492,026of $12,106,867 compared to December 31, 2020 as2021 is mainly a result of an increase in Cash due to the proceeds fromcapital raise and repayment of the issuance of a Convertible Note in April 2021. This was offset by a decrease in Accounts receivable and Contract assets/liabilities as well as a decrease in Accounts payable.Note.
In connection with certain orders, we provide the customer a working guarantee, a prepayment guarantee or a security bond. For that purpose, we maintain a guaranteed credit line of DKK10,000,000EUR 1,350,000 (approximately $1,500,000)$1,315,000). The credit line is secured by a cash depositdeposit.
Convertible Note
On March 24, 2021, the Company entered into a Securities Purchase Agreement with an institutional investor pursuant to which the Company agreed to issue and sell a $15.0 million principal amount senior Convertible Note (the “Note”) due on October 1, 2023, and 80,000 shares of common stock, $0.001 par value (“Common Stock”), for an aggregate purchase price of $15.0 million upon the satisfaction of the closing conditions set forth in the Securities Purchase Agreement. The Closing occurred on April 8, 2021, and the Company issued to the Investor the securities in connection with the Closing.
The Note was a senior, unsecured obligation of the Company, payable at 112% of the principal amount at maturity (October 1, 2023) or earlier upon redemption or repurchase as set forth in the Note. The Note was convertible into shares of Common Stock pursuant to the terms of the Note, in part or in whole, from time to time, at the election of the Investor. The initial conversion rate was 100.6749 shares of Common Stock per $1,000 of principal amount of the Note. The conversion rate was subject to anti-dilution adjustments including for stock dividends, splits and combinations; issuances of options, warrants or similar rights; spin-offs and distributions of property; cash dividends or distributions; and tender or exchange offers, in each case as further described in and pursuant to the terms of the Note.
Beginning on March 1, 2022, and on the first day of each calendar month thereafter, at the election of the Investor or Holder, if applicable, the Company was required to redeem $840,000 of the amounts due under the Note in cash or Common Stock at 90% of the lesser of (i) the volume-weighted average price (“VWAP”) of the Common Stock on the trading day immediately preceding the payment date and (ii) the average of the lowest three (3) VWAPs over the 10 trading days immediately preceding the payment date, which shall in no case be less than the floor price of $1.75 per share. Beginning on March 1, 2022, the Company paid the first monthly installments of $840,000 in cash, totaling $3,360,000.
As of June 22, 2022, the Note, including accrued interests and all relevant obligations, was repaid in full, amounting to $13,446,875, allocated to principal repayment of $11,640,000 and contractual repayment premium of $1,806,875.
Senior Promissory Notes
On June 22, 2022, the Company issued and sold Senior Promissory Notes in an aggregate principal amount of $6.0 million (the "Notes") and issued warrants to purchase 4,250,000 shares of common stock of the Company to affiliates of Bleichroeder L.P., 21 April Fund, L.P., and 21 April Fund, Ltd. (together, the "Purchasers"), pursuant to a note and warrant purchase agreement entered into with the Purchasers.
The Notes have a term of 24 months and do not bear interest during this period. If the notes are not repaid on or before the second anniversary of issuance, however, the Notes will thereafter bear interest of 10% per annum, which will increase by 1% each month the Notes remain unpaid, up to a maximum of 16% per annum, payable monthly.
Additionally, as part of the transaction, the Company issued 230,000 warrants to the placement agent. All of the warrants issued in this transaction have an exercise price of $0.65 per share, a term of five years and are exercisable for cash at any time.
As a result, the Company recorded an initial debt discount of $664,704 based on the relative fair value of the warrants and notes issued. The Company determined the fair value of the warrants by using the Black-Scholes Option Pricing Model with the following assumptions: expected term of 2.5 years, stock price of $0.43, exercise price of $0.65, volatility of 80.8%, risk-free rate of 3.13%, and no forfeiture rate. The debt discount will be accreted according to the effective interest method over the contractual term of the note. The warrants qualified for equity classification and were reported within Additional Paid-In Capital.
Cash Flows
Nine months ended September 30, 20212022 compared to nine months ended September 30, 20202021
Cash provided by (used in) operating activities is net loss adjusted for certain non-cash items and changes in assets and liabilities. Cash used in operating activities for the nine months ended September 30, 2021 was $(4,408,092), representing2022 of $11,482,936 represents a decrease of $(3,804,997)$7,074,845 compared to cash used in operating activities of $603,095$4,408,091 for the nine months ended September 30, 2020. The cash used in operating activities for2021. For the nine months ended September 30, 2021 consists2022, the result is mainly ofexplained by the net loss for the period of $(8,461,493)$12,006,147 adjusted for depreciation and other non-cash-related items of $2,818,151. Further, changes$5,153,301. Changes in assets and liabilities include decreasedincreased Accounts receivable of $741,514, a decline in$1,262,577 and net Contract assets/liabilities of $443,921,$650,497, with the latter caused by the delivery of a water treatment system in the second quarter of 2022 with an extended service, commissioning, and payment schedule running until August 2025. The increase in Accrued expenses of $599,086 and a decrease in Prepaidprepaid expenses and other current assets of $299,949, offset$1,497,612 is related to prepayments on production equipment. Furthermore, accounts payable increased by a decrease in Accrued$212,304 and accrued expenses decreased by $1,028,428 due to repayment of $755,503 and Accounts payable of $188,035.COVID-19 loans provided by the Danish government.
Net cash used in investing activities was $791,881 for the nine months ended September 30, 2022, compared to $1,252,741 for the nine months ended September 30, 2021, as compared to net cash used in investing activities of $3,229,674 for the nine months ended September 30, 2020, representing a decrease of $1,976,933. The investing activities include the purchase of equipment primarily related to the installation of new furnaces in Ballerup to increase production capacity and new machinery in Plastics to support customer needs for additional production capabilities. Further the Company have paid the last instalment of the earn-out agreement totaling $321,574.$460,860.
Cash provided from financing activities was $13,359,415 for the nine months ended September 30, 2022 compared to $13,995,807 for the nine months ended September 30, 2021, as compared to cash provided from financing activitiesrepresenting a decrease of $7,229,505 for$636,392. For the nine months ended September 30, 2020. Cash provided from financing activities for thenine-month period ended September 30, 2021 consisted primarily2022, the change is mainly explained by the equity capital raise in the second quarter, generating net proceeds of $24,418,612 from the issuance of common stock and prefunded warrants, combined with the $6,000,000 proceeds from the issuance of the net funding fromnew Senior Promissory Notes, and offset by the full repayment of the Convertible Note issued in April 2021. The amount was $15,000,000 reduced by costs2021 of $716,667 related to the agreement. Further, financing activities have been negatively impacted by the payment of $287,526 mainly related to the furnace lease agreement.
Off Balance Sheet Arrangements
As of September 30, 2021, we had no off-balance sheet arrangements. We are not aware of any material transactions that are not disclosed in our consolidated financial statements. $16,800,000.
Significant Accounting Policies and Critical Accounting Estimates
The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Our most critical accounting estimates include:
● | The assessment of revenue recognition, which impacts revenue and cost of sales; |
● | the assessment of allowance for product warranties, which impacts gross profit; |
● | the assessment of collectability of Accounts receivable, which impacts operating expenses when and if we record bad debt or adjust the allowance for doubtful accounts; |
● | the assessment of recoverability of long-lived assets, which impacts gross profit or operating expenses when and if we record asset impairments or accelerate their depreciation; |
● | the recognition and measurement of current and deferred income taxes (including the measurement of uncertain tax positions), which impact our provision for taxes; |
● | the valuation of inventory, along with the reserve for excess and obsolescence, which impacts gross profit; and |
● | the recognition and measurement of loss contingencies, which impact gross profit or operating expenses when we recognize a loss contingency, revise the estimate for a loss contingency, or record an asset impairment. |
Recently Enacted Accounting Standards
For a description of accounting changes and recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see “Note 1: Recently Enacted Accounting Standards” in the accompanying Financial Statements.
Subsequent Events
None.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are not required to provide quantitative and qualitative disclosures about market risk because we are a smaller reporting company.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the design and effectiveness of our internal controls over financial reporting and disclosure controls and procedures (pursuant to Rule 13a-15(b) and (c) under the Exchange Act) as of the end of the period covered by this Quarterly Report. A weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a misstatement of the registrant's financial statements will not be prevented or detected on a timely basis.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures as of September 30, 20212022 were not effective as of the period covered by this Quarterly Report due to material weaknesses in internal controls over financial reporting. For more information on material weaknesses identified by management, please reference our Form 10-K filed on March 31, 20212022 for the year ended December 31, 2020.2021.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management's Remediation Initiatives
In response to the identified material weaknesses, ourCompany management, with oversight from the Company’s Audit Committee, has been and will continue to dedicate necessary resources to enhance the Company’s internal control over financial reporting and remediate the identified material weaknesses. As an example of such remediation, the Company has hired additional employees into the finance department, and we plan to continue to work on remediating the material weaknesses during 20212022 by improving competencies and work processes. Further, an investment in a new ERP system has been made along with other supporting IT systems to supportreinforce the controls and processes of the Company, and theseCompany. These investments are an important part of theour remediation plan for the material weaknesses.plan. Lastly, the Company has started the process of redesigning and ensuring documentation of all processes and procedures related to the financial reporting process to ensure the effective design and operation of process-level controls.
While management believes that the steps that we have been taken and plan to take will improve the overall system of internal control over financial reporting and will remediate the identified material weaknesses, thethese material weaknesses cannot be considered fully remediated until the applicable relevant controls operate for a sufficient period of time.
Limitations on the Effectiveness of Internal Controls
An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
While management believes that the steps that we have taken and plan to take will improve the overall system of internal control over financial reporting and will remediate identified material weaknesses, the material weaknesses cannot be considered remediated until the applicable relevant controls operate for a sufficient period of time.period.
None.For a description of contingencies, see “Note 8 – Agreements and Commitments”.
Not required for a “smaller reporting company.”
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
None.
| Incorporated by reference to Exhibit | 1, 2022. | |||
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31.1 | Filed herewith | ||||
31.2 | Filed herewith | ||||
32.1 | Furnished herewith | ||||
32.2 | Furnished herewith | ||||
101. INS | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | Provided herewith | |||
101. CAL | Inline XBRL Taxonomy Extension Calculation Link base Document | Provided herewith | |||
101. DEF | Inline XBRL Taxonomy Extension Definition Link base Document | Provided herewith | |||
101. LAB | Inline XBRL Taxonomy Label Link base Document | Provided herewith | |||
101. PRE | Inline XBRL Extension Presentation Link base Document | Provided herewith | |||
101. SCH | Inline XBRL Taxonomy Extension Scheme Document | Provided herewith | |||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | Provided herewith |
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LiqTech International, Inc. | ||
Dated: November | /s/ | |
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(Principal Executive Officer) | ||
Dated: November | /s/ | |
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(Principal Financial and Accounting Officer) |