Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2015 | Apr. 29, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | LAPOLLA INDUSTRIES INC | |
Entity Central Index Key | 875,296 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2015 | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 121,110,757 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,015 | |
Amendment | This amendment is to amend Note 12 and Item 2 in Part I. |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash | ||
Trade Receivables, Net | $ 9,073,138 | $ 8,880,364 |
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts | 18,411 | 18,411 |
Inventories | 5,796,782 | 5,268,025 |
Prepaid Expenses and Other Current Assets | 826,350 | 1,149,279 |
Total Current Assets | 15,714,681 | 15,316,079 |
Property, Plant and Equipment | 1,286,141 | 1,364,613 |
Other Assets: | ||
Goodwill | 4,234,828 | 4,234,828 |
Other Intangible Assets, Net | 1,183,217 | 1,183,452 |
Deposits and Other Non-Current Assets, Net | 382,148 | 399,083 |
Total Other Assets | 5,800,193 | 5,817,363 |
Total Assets | 22,801,015 | 22,498,055 |
Current Liabilities: | ||
Accounts Payable | 7,433,111 | 6,985,373 |
Accrued Expenses and Other Current Liabilities | 1,597,928 | 1,758,660 |
Total Current Liabilities | 9,031,039 | 8,744,033 |
Other Liabilities: | ||
Non-Current Portion of Revolver Loan | 5,549,948 | 5,435,005 |
Non-Current Portion of Note Payable- New Enhanced | 7,282,750 | 7,157,852 |
Non-Current Portion of Note Payable - Related Party | 500,000 | 250,000 |
Accrued Interest- Note Payable- Related Party | 8,701 | $ 3,173 |
Deferred Tax Liability | 91,150 | |
Total Other Liabilities | 13,432,549 | $ 12,846,030 |
Total Liabilities | 22,463,588 | 21,590,063 |
Stockholders' Equity: | ||
Common Stock, $.01 Par Value; 140,000 Shares Authorized; 121,110,757 and 119,839,566 Issued and Outstanding for March 31, 2015 and December 31, 2014, respectively. | 1,211,108 | 1,198,396 |
Additional Paid-In Capital | 90,805,030 | 89,989,110 |
Accumulated Deficit | (91,555,800) | (90,156,603) |
Accumulated Other Comprehensive Loss | (122,911) | (122,911) |
Total Stockholders' Equity | 337,427 | 907,992 |
Total Liabilities and Stockholders' Equity | $ 22,801,015 | $ 22,498,055 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 |
Stockholders' Equity: | ||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 140,000,000 | 140,000,000 |
Common Stock, shares issued (in shares) | 121,110,757 | 119,839,566 |
Common Stock, shares outstanding (in shares) | 121,110,757 | 119,839,566 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Sales | $ 17,494,226 | $ 16,102,200 |
Cost of Sales | 13,907,390 | 13,032,873 |
Gross Profit | 3,586,836 | 3,069,327 |
Operating Expenses: | ||
Selling, General and Administrative | 3,668,677 | 3,303,507 |
Professional Fees | 387,327 | 19,951 |
Depreciation | 37,912 | 43,829 |
Amortization of Other Intangible Assets | 65,890 | 68,430 |
Consulting Fees | 162,313 | 136,933 |
Total Operating Expenses | 4,322,119 | 3,572,650 |
Operating Loss | (735,283) | (503,323) |
Other Expense: | ||
Interest Expense | 326,101 | 280,711 |
Interest Expense- Related Party | 186,726 | 198,991 |
Interest Expense- Amortization of Discount | 44,847 | 45,108 |
Other, Net | 15,090 | 18,381 |
Total Other Expense | 572,764 | 543,191 |
Loss Before Income Taxes | (1,308,047) | $ (1,046,514) |
Income Tax Expense | (91,150) | |
Net Loss | $ (1,399,197) | $ (1,046,514) |
Net Loss Per Share-Basic and Diluted | $ (0.01) | $ (0.01) |
Weighted Average Shares Outstanding | 120,426,487 | 114,399,050 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (1,399,197) | $ (1,046,514) |
Adjustments to Reconcile Net Loss to Net Cash (Used in) Provided by Operating Activities: | ||
Depreciation | 91,565 | 108,391 |
Amortization of Other Intangible Assets | 65,890 | 68,430 |
Provision for Losses on Accounts Receivable | 79,361 | 110,420 |
Share Based Compensation Expense | 647,435 | 225,285 |
Interest Expense- Enhanced Notes PIK | 80,051 | 67,859 |
Interest Expense- Related Party | 186,726 | 198,991 |
Interest Expense -Amortization of Discount | $ 44,847 | 45,108 |
Gain on Disposal of Assets | (5,584) | |
Loss on Foreign Currency Exchange | $ 32,163 | $ 24,871 |
Deferred Income Tax Provision | 91,150 | |
Changes in Assets and Liabilities: | ||
Trade Receivables | (306,351) | $ (627,571) |
Inventories | (528,757) | 597,006 |
Prepaid Expenses and Other Current Assets | 322,929 | 305,249 |
Other Intangible Assets | (65,655) | (79,260) |
Deposits and Other Non-Current Assets | 16,935 | 24,008 |
Accounts Payable | 449,792 | 812,973 |
Accrued Expenses and Other Current Liabilities | (160,732) | (224,773) |
Net Cash (Used in) Provided by Operating Activities | (351,848) | 604,889 |
Cash Flows From Investing Activities | ||
Additions to Property, Plant and Equipment | $ (13,093) | (188,658) |
Proceeds from Disposal of Property, Plant and Equipment | 53,000 | |
Net Cash Used in Investing Activities | $ (13,093) | (135,658) |
Cash Flows From Financing Activities | ||
Proceeds from Revolver Loan | 18,437,068 | 16,164,029 |
Principal Repayments to Revolver Loan | (18,322,127) | $ (16,628,662) |
Proceeds from Note Payable- Related Party | $ 250,000 | |
Principal Repayments on Long-Term Debt | $ (4,598) | |
Net Cash Provided by Financing Activities | $ 364,941 | $ (469,231) |
Net Effect of Exchange Rate Changes on Cash | ||
Net Change In Cash | ||
Cash at Beginning of Period | ||
Cash at End of Period | ||
Supplemental Disclosure of Cash Flow Information: | ||
Cash Payments for Income Taxes | ||
Cash Payments for Interest | $ 294,825 | $ 251,084 |
Supplemental Schedule of Non Cash Investing and Financing Activities: | ||
Issuances of Common Stock for Personal Guarantees by Related Party Classified as Interest Expense | 181,198 | $ 181,198 |
Issuance of Common Stock in Exchange for Conversion of Note Payable- Related Party and Accrued Interest- Related Party | $ 301,996 |
Basis of Presentation, Critical
Basis of Presentation, Critical Accounting Policies, Estimates, and Assumptions.s | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Critical Accounting Policies, Estimates, and Assumptions. | Note 1. Basis of Presentation, Critical Accounting Policies, Estimates, and Assumptions. The condensed financial statements included herein are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (GAAP) in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, the accompanying statements reflect adjustments necessary to present fairly the financial position, results of operations and cash flows for those periods indicated, and contain adequate disclosure to make the information presented not misleading. Adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the Notes to the condensed financial statements. These unaudited condensed financial statements should be read in conjunction with the risk factors and the audited financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on March 31, 2015, in order to fully understand the basis of presentation. Results of operations for interim periods are not necessarily indicative of the results of operations for a full year. The Companys critical accounting policies were described in Note 1 to the audited financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes in the Companys accounting policies during the first quarter of 2015. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and reported amounts of revenue and expenses. Actual results could differ from these estimates. The Company's provision for income taxes is determined using the U.S. federal statutory rate. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities along with net operating loss and tax credit pectively, reducing its net carrying value to approximately $100,000. The Company had no increase or decrease in unrecognized income tax benefits or any accrued interest or penalties relating to tax uncertainties at March 31, 2015 and December 31, 2014. Unrecognized tax benefits are not expected to increase or decrease within the next twelve months. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements. | Note 2. Recent Accounting Pronouncements. Recently Adopted Accounting Standards In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, In June 2014, the FASB issued ASU No. 2014-12, Compensation Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period New Accounting Standards Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, " Revenue from Contracts with Customers New Accounting Standards Not Yet Adopted continued In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial StatementsGoing Concern: Disclosures of Uncertainties about an Entitys Ability to Continue as a Going Concern. Companys In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. Companys In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs Companys |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | Note 3. Liquidity. The Company had an accumulated deficit of $91,555,800 on March 31, 2015, had a net loss of $1,399,197 during the three months ended March 31, 2015, and used $351,848 of cash in operating activities during the three months ended March 31, 2015. As a result, there are concerns about the liquidity of the Company at March 31, 2015. The Company has a working capital surplus of $6,683,642. Management believes any cash generated from operations and the cash available under the Revolver Loan (defined in Note 12(a)), subject to borrowing base limitations, based on budgeted sales and expenses as supported by credit, margin and expense controls, are sufficient to fund the Companys operations, including capital expenditures, for the next 12 months. |
Dependence on a few suppliers
Dependence on a few suppliers | 3 Months Ended |
Mar. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Dependence on a few suppliers | Note 4. Dependence on Few Suppliers. The Company is dependent on a few suppliers for certain raw materials and finished goods. For the three month periods ended March 31, 2015 and 2014, raw materials and finished goods purchased from the three largest suppliers accounted for approximately 42% and 47% of purchases, respectively. |
Trade Receivables
Trade Receivables | 3 Months Ended |
Mar. 31, 2015 | |
Receivables [Abstract] | |
Trade Receivables | Note 5. Trade Receivables. Trade receivables are comprised of the following at: March 31, 2015 December 31, 2014 Trade Receivables $ 9,522,601 $ 9,497,247 Less: Allowance for Doubtful Accounts (449,463 ) (616,883 ) Trade Receivables, Net $ 9,073,138 $ 8,880,364 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 6. Inventories. The following is a summary of inventories at: March 31, 2015 December 31, 2014 Raw Materials $ 1,443,135 $ 1,461,040 Finished Goods 4,353,647 3,806,985 Total Inventories $ 5,796,782 $ 5,268,025 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 7. Prepaid Expenses and Other Current Assets. The following is a summary of prepaid expenses and other current assets at: March 31, 2015 December 31, 2014 Prepaid Insurances $ 559,708 $ 568,088 Prepaid Marketing 67,893 172,919 Prepaid Consulting 21,077 60,266 Prepaid Other 177,672 348,006 Total Prepaid Expenses and Other Current Assets $ 826,350 $ 1,149,279 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 8. Property, Plant and Equipment. The following is a summary of property, plant and equipment at: March 31, 2015 December 31, 2014 Vehicles $ 475,357 $ 475,357 Leasehold Improvements 288,777 288,777 Office Furniture and Equipment 303,259 297,737 Computers and Software 904,673 897,102 Machinery and Equipment 2,503,062 2,503,062 Total Property, Plant and Equipment $ 4,475,128 $ 4,462,035 Less: Accumulated Depreciation (3,188,987 ) (3,097,422 ) Total Property, Plant and Equipment, Net $ 1,286,141 $ 1,364,613 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 9. Goodwill and Other Intangible Assets. Goodwill The following is a summary of Goodwill at: March 31, 2015 December 31, 2014 Foam $ 2,932,208 $ 2,932,208 Coatings 1,302,620 1,302,620 Total Goodwill $ 4,234,828 $ 4,234,828 Other Intangible Assets March 31, 2015 December 31, 2014 Gross Accumulated Net Gross Accumulated Net Amount Amortization Amount Amount Amortization Amount Product Formulation $ 138,471 $ (93,083 ) $ 45,388 $ 138,471 $ (90,775 ) $ 47,696 Trade Names 750,186 (331,728 ) 418,458 750,186 (319,224 ) 430,962 Approvals and Certifications 1,900,670 (1,181,299 ) 719,371 1,835,013 (1,130,219 ) 704,794 $ 2,789,327 $ (1,606,110 ) $ 1,183,217 $ 2,723,670 $ (1,540,218 ) $ 1,183,452 |
Deposits and Other Non-Current
Deposits and Other Non-Current Assets, Net. | 3 Months Ended |
Mar. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deposits and Other Non-Current Assets, Net. | Note 10. Deposits and Other Non-Current Assets. The following is a summary of deposits and other non-current assets at: March 31, 2015 December 31, 2014 Deferred Financing Fees $ 170,979 $ 195,201 Prepaid Expenses 6,529 7,104 Other Receivables 51,055 43,193 Deposits 153,585 153,585 Total Deposits and Other Non-Current Assets $ 382,148 $ 399,083 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 11. Accrued Expenses and Other Current Liabilities. The following is a summary of accrued expenses and other current liabilities at: March 31, 2015 December 31, 2014 Accrued Payroll $ 21,572 $ 206,364 Accrued Commissions 110,445 113,193 Accrued Inventory Purchases 123,398 108,016 Accrued Taxes and Other 898,388 818,544 Accrued Insurance 417,785 482,007 Deferred Finance Charge Income 26,340 30,536 Total Accrued Expenses and Other Current Liabilities $ 1,597,928 $ 1,758,660 |
Financing Instruments
Financing Instruments | 3 Months Ended |
Mar. 31, 2015 | |
Transfers and Servicing [Abstract] | |
Financing Instruments | Note 12. Financing Instruments. (a) Loan and Security Agreement (b) Note Purchase Agreement (i) New Enhanced Note Adjusted] EBITDA, See also (ii) New Guaranty Agreement (c) Notes Payable Related Party (i) November 14, 2014 Promissory Note (ii) January 21, 2015 Promissory Note Refer to (d) Future Minimum Principal Payments on Long-Term Debt At March 31, 2015, future minimum principal payments of long-term debt are as follows: Payments Due By Period Less Than 1 to 3 4 to 5 More Than 1 Year Years Years 5 Years Total Revolver Loan $ $ 5,549,948 $ $ $ 5,549,948 New Enhanced Note 7,282,750 7,282,750 Notes Payable Related Party 500,000 500,000 Total $ $ 13,332,698 $ $ $ 13,332,698 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. Related Party Transactions. (a) On January 1, 2015, Jomarc C. Marukot and the Company entered into an Executive Employment Agreement, dated as of January 1, 2015 (the Marukot Agreement), pursuant to which Mr. Marukot shall serve as the Companys CFO and Corporate Treasurer for a term commencing on January 1, 2015 and ending December 31, 2016 (the Employment Term). Pursuant to the Marukot Agreement, Mr. Marukot is entitled to: (i) an annual base salary of $190,000; (ii) annual bonus equal to 25% of his annual base salary if the Company achieves its budgeted earnings before interest, taxes, depreciation, amortization, and share based compensation (Adjusted EBITDA) per calendar year, which annual bonus may be increased to 30%, 35%, or more than 35% in the CEOs discretion, of his annual base salary if the Company achieves 110%, 120%, or more than 120%, respectively, of its budgeted Adjusted EBITDA; (iii) change in control bonus of 25% of his annual base salary upon consummation of a change in control if he is still employed at the time; (iv) medical, dental, life insurance, and disability benefits; (v) four months portion of his annual base salary for termination due to death or disability; (vi) four months portion of his annual base salary, awards and benefit plans and, if he would have received it had he remained employed for four months after his actual termination date, the change in control bonus in the event of termination without cause by the Company; and (vii) twelve months annual base salary if terminated within the first twelve months of the Employment Term or the remaining annual base salary if terminated after twelve months of his employment due to a change in control. Mr. Marukot is also entitled to earn awards under equity or other plans or programs that the Company, in its discretion, determines to put into effect and to participate in compensation and benefit programs offered by the Company to its executive officers. The Marukot Agreement also provides for a non-competition provision for the Employment Term and for a period of twelve months after the termination of Mr. Marukots employment. (b) (c) On January 16, 2015, the Company granted an eight-year stock option to Michael T. Adams, CGO, EVP, and Corporate Secretary, for 300,000 shares of the Companys common stock, $0.01 par value per share, at an exercise price per share equal to the fair market value of a share of the Companys common stock on the date of grant, determined based on the closing price on such date, or $0.325 per share (Adams Option). The Adams Option vests in three equal end of calendar year increments, subject to Mr. Adams meeting certain performance criteria, commencing on December 31, 2015 and ending December 31, 2017, or upon consummation of a change in control. Once vested, the stock options are immediately exercisable. The transaction was valued at $93,536, which was estimated using the Black-Scholes option pricing model and will be expensed over the requisite vesting period. (d) On January 23, 2015, the Company and Bank of America, N.A. entered into a Twelfth Amendment (the Twelfth Amendment) to the Loan Agreement. Pursuant to the Twelfth Amendment, certain definitions were changed and a new definition was added in the Loan Agreement as follows: (1) Fixed Charge Coverage Ratio was changed to the ratio, determined for any period on a consolidated basis for the Company, of (a) the sum of (i) EBITDA, (ii) Subordinated Debt incurred during such period on or after August 31, 2014 (other than the Twelfth Amendment Subordinated Debt), and (iii) up to $267,000 in Accounts charged off by the Company in August, 2014, to (b) the sum of Capital Expenditures (except those financed with Borrowed Money other than Revolver Loans), cash taxes paid, interest expense (other than payment-in-kind), principal payments made on Borrowed Money other than Revolver Loans, excluding (solely) principal payments made on the Subordinated Term Debt due December 10, 2013, in an amount not exceeding $150,000, and Distributions made, in each case determined for such period; (2) Revolver Termination Date was changed (extended) to March 31, 2016; and (3) Subordinated Debt was added defining Subordinated Debt loaned to the Company by Richard Kurtz in an amount at least equal to $250,000, required as a condition to the effectiveness of the Twelfth Amendment. Refer to (e) On January 21, 2015, the Company borrowed $250,000 from the Chairman of the Board and majority stockholder as a condition precedent to entering into the Twelfth Amendment and entered into a promissory note (the 1/21/15 Kurtz Note). Pursuant the 1/21/15 Kurtz Note, the Company agreed to pay 8% per annum on the principal balance of $250,000 and repay the principle balance on June 10, 2017. The 1/21/15 Kurtz Note is subordinated to the Loan Agreement and New Enhanced Note. See also (f) On March 23, 2015, the Company granted an eight-year stock option to Harvey L. Schnitzer, COO, for 300,000 shares of the Companys common stock, $0.01 par value per share, at an exercise price per share equal to the fair market value of a share of the Companys common stock on the date of grant, determined based on the closing price on such date, or $0.41 per share (Schnitzer Option). The Schnitzer Option vests in three equal end of calendar year increments, subject to Mr. Schnitzer meeting certain performance criteria, commencing on December 31, 2015 and ending December 31, 2017, or upon consummation of a change in control. Once vested, the stock options are immediately exercisable. The transaction was valued at $118,122, which was estimated using the Black-Scholes option pricing model and will be expensed over the requisite vesting period. (g) During the quarter ended March 31, 2015, the Company issued an aggregate of 969,195 shares of restricted common stock pursuant to the anti-dilution provisions in an agreement with the Vice Chairman, Jay C. Nadel, for advisory and consulting services, which transactions were valued and recorded in the aggregate at $397,509. (h) During the quarter ended March 31, 2015, the Company vested an aggregate of 301,996 shares of restricted common stock as New Guaranty Shares, issued to the Chairman of the Board and majority stockholder in connection with his personal guarantees relating to the New Enhanced Note, which transactions were valued and recorded in the aggregate at $181,198, and classified as interest expense related party. |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share - Basic and Diluted | 3 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share - Basic and Diluted | Note 14. Net Income (Loss) Per Common Share Basic and Diluted. Basic income (loss) per share is based upon the net income (loss) applicable to common shares and upon the weighted average number of common shares outstanding during the period. Diluted income (loss) per share reflects the effect of the assumed exercise of stock options and warrants only in periods in which such effect would have been dilutive. The computation of the Companys basic and diluted earnings per share at: March 31, 2015 March 31, 2014 Net loss available to common shareholders (A) $ (1,399,197 ) $ (1,046,514 ) Weighted average common shares outstanding (B) 120,426,487 114,399,050 Dilutive effect of equity incentive plans 1,150,000 2,460,000 Weighted average common shares outstanding, assuming dilution (C) 120,446,210 115,796,196 Basic earnings per common share (A)/(B) $ (0.01 ) $ (0.01 ) Diluted earnings per common share (A)/(C) $ (0.01 ) $ (0.01 ) For March 31, 2015, a total of 3,005,000 shares of common stock underlying vested and exercisable stock options were excluded from the calculation of diluted earnings per common share as the exercise prices of the stock options were greater than the market value of the common shares (out-of-the-money). For March 31, 2014, a total of 2,080,000 shares of common stock underlying vested and exercisable stock options were excluded from the calculation of diluted earnings per common share as the exercise prices of the stock options were out-of-the-money. Out-of-the money options could be included in the calculation in the future if the market value of the Companys common shares increases and is greater than their exercise price. |
Securities Transactions
Securities Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Securities Transactions | Note 15. Securities Transactions. (a) During the quarter ended March 31, 2015, the Company issued an aggregate of 969,195 shares of common stock pursuant to the anti-dilution provisions in an advisory and consulting agreement, valued and recorded in the aggregate at $397,509. (b) During the quarter ended March 31, 2015, the Company vested an aggregate of 301,996 shares of common stock issued for a personal guarantee relating to a financing, valued and recorded in the aggregate at $181,198, and classified as interest expense. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Business Segment Information | Note 16. Business Segment and Geographic Area Information. Business Segments The Company is a leading national manufacturer and supplier operating two segments, Foam and Coatings, based on manufacturing competencies. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company allocates resources to segments and evaluates the performance of segments based upon reported segment sales. Administrative expenses are allocated to both segments. Unallocated costs reflect certain corporate expenses, insurance, investor relations, and gains and losses related to the disposal of corporate assets and derivative liabilities and are included in Unallocated Amounts Segments March 31, 2015 Foam Coatings Totals Sales $ 15,405,967 $ 2,088,259 $ 17,494,226 Depreciation 30,048 4,073 34,121 Amortization of Other Intangible Assets 52,223 7,079 59,302 Interest Expense 245,552 33,284 278,836 Segment Profit $ 512,895 $ 186,390 $ 699,285 Segment Assets (1) 19,030,071 3,481,639 22,511,710 Expenditures for Segment Assets $ 11,530 $ 1,563 $ 13,093 March 31, 2014 Foam Coatings Totals Sales $ 14,020,272 $ 2,081,928 $ 16,102,200 Depreciation 34,346 5,100 39,446 Amortization of Other Intangible Assets 53,624 7,963 61,587 Interest Expense 228,477 33,928 262,405 Segment Profit $ 518 $ 169,838 $ 170,356 Segment Assets (1) 17,843,756 3,506,688 21,350,444 Expenditures for Segment Assets $ 164,266 $ 24,392 $ 188,658 The following are reconciliations of reportable segment profit or loss, and assets, to the Companys totals at: Segments Profit March 31, 2015 March 31, 2014 Total Profit for Reportable Segments $ 699,285 $ 170,356 Unallocated Amounts: Corporate Expenses (2,007,332 ) (1,216,870 ) Loss Before Income Taxes $ (1,308,047 ) $ (1,046,514 ) Assets March 31, 2015 March 31, 2014 Total Assets for Reportable Segments (1) $ 22,511,710 $ 21,350,444 Other Unallocated Amounts (2) 289,305 317,943 Total $ 22,801,015 $ 21,668,387 (1) (2) Geographic Area Information The Company does not operate any manufacturing sites nor maintain a permanent establishment in any particular country outside of the United States at this time. The Companys products are sold to independent distributors globally for select target markets. Sales are attributed to geographic areas based on customer location. Long-lived assets are attributable to geographic areas based on asset location. Geographic Area United States Europe Middle East Rest of World Total March 31, 2015 Sales $ 17,006,700 $ 202,179 $ $ 285,347 $ 17,494,226 Long-Lived Assets 22,511,710 22,511,710 March 31, 2014 Sales $ 14,562,577 $ 409,496 $ 660,000 $ 470,127 $ 16,102,200 Long-Lived Assets 21,350,444 21,350,444 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events. The Company has evaluated subsequent events through the date of filing this report. |
Basis of Presentation, Critic23
Basis of Presentation, Critical Accounting Policies, Estimates, and Assumptions (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Basis Of Presentation Critical Accounting Policies Estimates And Assumptions Policies | |
Basis of Presentation, Critical Accounting Policies, Estimates, and Assumptions | The condensed financial statements included herein are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (GAAP) in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, the accompanying statements reflect adjustments necessary to present fairly the financial position, results of operations and cash flows for those periods indicated, and contain adequate disclosure to make the information presented not misleading. Adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the Notes to the condensed financial statements. These unaudited condensed financial statements should be read in conjunction with the risk factors and the audited financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on March 31, 2015, in order to fully understand the basis of presentation. Results of operations for interim periods are not necessarily indicative of the results of operations for a full year. The Companys critical accounting policies were described in Note 1 to the audited financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes in the Companys accounting policies during the first quarter of 2015. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and reported amounts of revenue and expenses. Actual results could differ from these estimates. The Company's provision for income taxes is determined using the U.S. federal statutory rate. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities along with net operating loss and tax credit pectively, reducing its net carrying value to approximately $100,000. The Company had no increase or decrease in unrecognized income tax benefits or any accrued interest or penalties relating to tax uncertainties at March 31, 2015 and December 31, 2014. Unrecognized tax benefits are not expected to increase or decrease within the next twelve months. |
Recent Accounting Pronounceme24
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements. | Recently Adopted Accounting Standards In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, In June 2014, the FASB issued ASU No. 2014-12, Compensation Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period |
New Accounting Standards Not Yet Adopted | New Accounting Standards Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, " Revenue from Contracts with Customers |
Trade Receivables (Tables)
Trade Receivables (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Receivables [Abstract] | |
Trade Receivables | March 31, 2015 December 31, 2014 Trade Receivables $ 9,522,601 $ 9,497,247 Less: Allowance for Doubtful Accounts (449,463 ) (616,883 ) Trade Receivables, Net $ 9,073,138 $ 8,880,364 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | March 31, 2015 December 31, 2014 Raw Materials $ 1,443,135 $ 1,461,040 Finished Goods 4,353,647 3,806,985 Total Inventories $ 5,796,782 $ 5,268,025 |
Prepaid Expenses and Other Cu27
Prepaid Expenses and Other Current Assets. (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | March 31, 2015 December 31, 2014 Prepaid Insurances $ 559,708 $ 568,088 Prepaid Marketing 67,893 172,919 Prepaid Consulting 21,077 60,266 Prepaid Other 177,672 348,006 Total Prepaid Expenses and Other Current Assets $ 826,350 $ 1,149,279 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | March 31, 2015 December 31, 2014 Vehicles $ 475,357 $ 475,357 Leasehold Improvements 288,777 288,777 Office Furniture and Equipment 303,259 297,737 Computers and Software 904,673 897,102 Machinery and Equipment 2,503,062 2,503,062 Total Property, Plant and Equipment $ 4,475,128 $ 4,462,035 Less: Accumulated Depreciation (3,188,987 ) (3,097,422 ) Total Property, Plant and Equipment, Net $ 1,286,141 $ 1,364,613 |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | March 31, 2015 December 31, 2014 Foam $ 2,932,208 $ 2,932,208 Coatings 1,302,620 1,302,620 Total Goodwill $ 4,234,828 $ 4,234,828 |
Other Intangible Assets | March 31, 2015 December 31, 2014 Gross Accumulated Net Gross Accumulated Net Amount Amortization Amount Amount Amortization Amount Product Formulation $ 138,471 $ (93,083 ) $ 45,388 $ 138,471 $ (90,775 ) $ 47,696 Trade Names 750,186 (331,728 ) 418,458 750,186 (319,224 ) 430,962 Approvals and Certifications 1,900,670 (1,181,299 ) 719,371 1,835,013 (1,130,219 ) 704,794 $ 2,789,327 $ (1,606,110 ) $ 1,183,217 $ 2,723,670 $ (1,540,218 ) $ 1,183,452 |
Deposits and Other Non-Curren30
Deposits and Other Non-Current Assets, Net. (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deposits and other non-current assets | March 31, 2015 December 31, 2014 Deferred Financing Fees $ 170,979 $ 195,201 Prepaid Expenses 6,529 7,104 Other Receivables 51,055 43,193 Deposits 153,585 153,585 Total Deposits and Other Non-Current Assets $ 382,148 $ 399,083 |
Accrued Expenses and Other Cu31
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other liabilities | March 31, 2015 December 31, 2014 Accrued Payroll $ 21,572 $ 206,364 Accrued Commissions 110,445 113,193 Accrued Inventory Purchases 123,398 108,016 Accrued Taxes and Other 898,388 818,544 Accrued Insurance 417,785 482,007 Deferred Finance Charge Income 26,340 30,536 Total Accrued Expenses and Other Current Liabilities $ 1,597,928 $ 1,758,660 |
Financing Instruments (Tables)
Financing Instruments (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Future minimum payments of long-term debt | Payments Due By Period Less Than 1 to 3 4 to 5 More Than 1 Year Years Years 5 Years Total Revolver Loan $ $ 5,549,948 $ $ $ 5,549,948 New Enhanced Note 7,282,750 7,282,750 Notes Payable Related Party 500,000 500,000 Total $ $ 13,332,698 $ $ $ 13,332,698 |
Net Income (Loss) per Common 33
Net Income (Loss) per Common Share - Basic and Diluted (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Net Income Loss Per Common Share - Basic And Diluted Tables | |
Basic and Diluted earnings per share | March 31, 2015 March 31, 2014 Net loss available to common shareholders (A) $ (1,399,197 ) $ (1,046,514 ) Weighted average common shares outstanding (B) 120,426,487 114,399,050 Dilutive effect of equity incentive plans 1,150,000 2,460,000 Weighted average common shares outstanding, assuming dilution (C) 120,446,210 115,796,196 Basic earnings per common share (A)/(B) $ (0.01 ) $ (0.01 ) Diluted earnings per common share (A)/(C) $ (0.01 ) $ (0.01 ) |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Reportable Segments | Segments March 31, 2015 Foam Coatings Totals Sales $ 15,405,967 $ 2,088,259 $ 17,494,226 Depreciation 30,048 4,073 34,121 Amortization of Other Intangible Assets 52,223 7,079 59,302 Interest Expense 245,552 33,284 278,836 Segment Profit $ 512,895 $ 186,390 $ 699,285 Segment Assets (1) 19,030,071 3,481,639 22,511,710 Expenditures for Segment Assets $ 11,530 $ 1,563 $ 13,093 March 31, 2014 Foam Coatings Totals Sales $ 14,020,272 $ 2,081,928 $ 16,102,200 Depreciation 34,346 5,100 39,446 Amortization of Other Intangible Assets 53,624 7,963 61,587 Interest Expense 228,477 33,928 262,405 Segment Profit $ 518 $ 169,838 $ 170,356 Segment Assets (1) 17,843,756 3,506,688 21,350,444 Expenditures for Segment Assets $ 164,266 $ 24,392 $ 188,658 |
Reconciliation of reportable segment profit or loss | Segments Profit March 31, 2015 March 31, 2014 Total Profit for Reportable Segments $ 699,285 $ 170,356 Unallocated Amounts: Corporate Expenses (2,007,332 ) (1,216,870 ) Loss Before Income Taxes $ (1,308,047 ) $ (1,046,514 ) |
Reconciliation of reportable segment assets | Assets March 31, 2015 March 31, 2014 Total Assets for Reportable Segments (1) $ 22,511,710 $ 21,350,444 Other Unallocated Amounts (2) 289,305 317,943 Total $ 22,801,015 $ 21,668,387 |
Geographic Area | Geographic Area United States Europe Middle East Rest of World Total March 31, 2015 Sales $ 17,006,700 $ 202,179 $ $ 285,347 $ 17,494,226 Long-Lived Assets 22,511,710 22,511,710 March 31, 2014 Sales $ 14,562,577 $ 409,496 $ 660,000 $ 470,127 $ 16,102,200 Long-Lived Assets 21,350,444 21,350,444 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) (USD $) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Income Taxes | ||
Deferred Tax Asset | $ 24,600,000 | $ 23,500,000 |
Deferred Tax asset valuation allowance | 24,600,000 | $ 23,500,000 |
Deferred Tax Asset, net | $ 100,000 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated Deficit | $ 91,555,800 | $ 90,156,603 | |
Net Loss | (1,399,197) | $ (1,046,514) | |
Net Cash (Used in) Provided by Operating Activities | (351,848) | $ 604,889 | |
Working Capital Surplus | $ 6,683,642 |
Dependence on a few suppliers (
Dependence on a few suppliers (Details Narrative) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Notes to Financial Statements | ||
Major Suppliers | 42% | 47% |
Trade Receivables - Trade Recei
Trade Receivables - Trade Receivables (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Accounts Receivable, Net, Current [Abstract] | ||
Trade Receivables | $ 9,522,601 | $ 9,497,247 |
Less: Allowance for Doubtful Accounts | (449,463) | (616,883) |
Trade Receivables, Net | $ 9,073,138 | $ 8,880,364 |
Inventories - Inventories (Deta
Inventories - Inventories (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 1,443,135 | $ 1,461,040 |
Finished Goods | 4,353,647 | 3,806,985 |
Inventories | $ 5,796,782 | $ 5,268,025 |
Prepaid Expenses and Other Cu40
Prepaid Expenses and Other Current Assets. - Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Insurances | $ 559,708 | $ 568,088 |
Prepaid Marketing | 67,893 | 172,919 |
Prepaid Consulting | 21,077 | 60,266 |
Prepaid Other | 177,672 | 348,006 |
Total Prepaid Expenses and Other Current Assets | $ 826,350 | $ 1,149,279 |
Property, Plant and Equipment -
Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Vehicles | $ 475,357 | $ 475,357 |
Leasehold Improvements | 288,777 | 288,777 |
Office Furniture and Equipment | 303,259 | 297,737 |
Computers and Software | 904,673 | 897,102 |
Machinery and Equipment | 2,503,062 | 2,503,062 |
Total Property, Plant and Equipment | 4,475,128 | 4,462,035 |
Less: Accumulated Depreciation | (3,188,987) | (3,097,422) |
Property, Plant and Equipment | $ 1,286,141 | $ 1,364,613 |
Goodwill and Other Intangible42
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Foam | $ 2,932,208 | $ 2,932,208 |
Coatings | 1,302,620 | 1,302,620 |
Goodwill | $ 4,234,828 | $ 4,234,828 |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 2,789,327 | $ 2,723,670 |
Accumulated Amortization | (1,606,110) | (1,540,218) |
Intangible Assets, Net | 1,183,217 | 1,183,452 |
Product Formulation | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 138,471 | 138,471 |
Accumulated Amortization | (93,083) | (90,775) |
Intangible Assets, Net | 45,388 | 47,696 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 750,186 | 750,186 |
Accumulated Amortization | (331,728) | (319,224) |
Intangible Assets, Net | 418,458 | 430,962 |
Approvals and Certifications | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 1,900,670 | 1,835,013 |
Accumulated Amortization | (1,181,299) | (1,130,219) |
Intangible Assets, Net | $ 719,371 | $ 704,794 |
Deposits and Other Non-Curren44
Deposits and Other Non-Current Assets, Net. - Deposits and other non-current assets (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred Financing Fees | $ 170,979 | $ 195,201 |
Prepaid Expenses | 6,529 | 7,104 |
Other Receivables | 51,055 | 43,193 |
Deposits | 153,585 | 153,585 |
Total Deposits and Other-Non-Current Assets | $ 382,148 | $ 399,083 |
Accrued Expenses and Other Cu45
Accrued Expenses and Other Current Liabilities - Accrued expenses and other liabilities (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued Payroll | $ 21,572 | $ 206,364 |
Accrued Commissions | 110,445 | 113,193 |
Accrued Inventory Purchases | 123,398 | 108,016 |
Accrued Taxes and Other | 898,388 | 818,544 |
Accrued Insurance | 417,785 | 482,007 |
Deferred Finance Charge Income | 26,340 | 30,536 |
Total Accrued Expenses and Other Current Liabilities | $ 1,597,928 | $ 1,758,660 |
Financing Instruments - Loan an
Financing Instruments - Loan and Security Agreement (Details Narrative) - Revolver Loan - USD ($) | 1 Months Ended | |||
Sep. 01, 2010 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |
Line of Credit Facility [Line Items] | ||||
Bank Loans Funds Available | $ 13,000,000 | |||
Maturity Date | Mar. 31, 2016 | |||
Bank Loan Payable | $ 5,549,948 | $ 5,435,005 | ||
Weighted-Average Interest Rate | 6.00% | 4.40% | ||
Cash Available | $ 1,957,758 | $ 2,217,907 |
Financing Instruments Note Purc
Financing Instruments Note Purchase Agreement - New Enhanced Note (Details Narrative) (USD $) - USD ($) | Dec. 10, 2013 | Dec. 31, 2014 | Mar. 31, 2015 |
Note Purchase Agreement | |||
Line of Credit Facility [Line Items] | |||
Bank Loans Funds Available | $ 7,200,000 | ||
Maturity Date | Dec. 10, 2016 | ||
Interest Rate | 7.25% | 11.00% | |
Enhanced Notes Payable | $ 7,157,852 | $ 7,282,750 | |
Effective Interest Rate | 23.60% | 23.20% | |
Pruchase discount | $ 542,886 | ||
Enhanced Jobs for Texas | |||
Line of Credit Facility [Line Items] | |||
Bank Loans Funds Available | $ 5,700,000 | ||
Enhanced Texas Fund | |||
Line of Credit Facility [Line Items] | |||
Bank Loans Funds Available | $ 1,500,000 |
Financing Instruments Note Pu48
Financing Instruments Note Purchase Agreement - New Enhanced Note Terms (Details Narrative) | 3 Months Ended |
Mar. 31, 2015 | |
Note Purchase Agreement | |
Line of Credit Facility [Line Items] | |
Terms | The Company has four material debt covenants to comply with relating to its New Enhanced Note: (i) capital expenditures are limited to $625,000 on an annual basis, (ii) a minimum [ Adjusted] EBITDA, |
Financing Instruments Note Pu49
Financing Instruments Note Purchase - New Guaranty Agreement (Details Narrative) - Note Purchase Agreement - USD ($) | Dec. 10, 2013 | Mar. 31, 2015 | Dec. 31, 2014 |
Restricted Common Stock Issued, shares | 3,681,000 | 1,600,581 | 1,298,584 |
Restricted Common Stock, par value | $ 0.01 | ||
Per Share | $ 0.60 | ||
Restricted Common Stock Issued, Amount | $ 2,208,600 | $ 980,348 | $ 779,151 |
Financing Instruments Note Paya
Financing Instruments Note Payable - Related Party (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Promissory Note - November 14, 2014 | ||
Related Party Transaction [Line Items] | ||
Note due to related party | $ 250,000 | |
Interest Rate | 8.00% | |
Maturity Date | Jun. 10, 2014 | |
Accrued interest | $ 1,634 | $ 4,773 |
Promissory Note - January 21, 2015 | ||
Related Party Transaction [Line Items] | ||
Note due to related party | $ 250,000 | |
Interest Rate | 8.00% | |
Maturity Date | Jun. 10, 2017 | |
Accrued interest | $ 3,908 |
Financing Instruments Note Pu51
Financing Instruments Note Purchase Agreement - Future Minimum Payments (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Payments on Notes Payable | $ 13,332,698 |
Revolver Loan | |
Payments on Notes Payable | 5,549,948 |
Note Purchase Agreement | |
Payments on Notes Payable | 7,282,750 |
Notes Payable-Related Party | |
Payments on Notes Payable | $ 500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative 1) - 3 months ended Mar. 31, 2015 - Executive Employment Agreement - USD ($) | Total |
Annual Compensation | $ 190,000 |
Bonus Terms | (i) an annual base salary of $190,000; (ii) annual bonus equal to 25% of his annual base salary if the Company achieves its budgeted earnings before interest, taxes, depreciation, amortization, and share based compensation (Adjusted EBITDA) per calendar year, which annual bonus may be increased to 30%, 35%, or more than 35% in the CEOs discretion, of his annual base salary if the Company achieves 110%, 120%, or more than 120%, respectively, of its budgeted Adjusted EBITDA; (iii) change in control bonus of 25% of his annual base salary upon consummation of a change in control if he is still employed at the time; (iv) medical, dental, life insurance, and disability benefits; (v) four months portion of his annual base salary for termination due to death or disability; (vi) four months portion of his annual base salary, awards and benefit plans and, if he would have received it had he remained employed for four months after his actual termination date, the change in control bonus in the event of termination without cause by the Company; and (vii) twelve months annual base salary if terminated within the first twelve months of the Employment Term or the remaining annual base salary if terminated after twelve months of his employment due to a change in control. |
Related Party Transactions (D53
Related Party Transactions (Details Narrative 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Kramer Option | ||
Related Party Transaction [Line Items] | ||
Replacement of stock options | 2,000,000 | |
Stock options,granted | 1,150,000 | |
Stock options fair value | $ 86,147 | |
Common stock, shares | 850,000 | |
Share Price | $ 0.325 | |
1/16/15 Adams Option | ||
Related Party Transaction [Line Items] | ||
Stock options fair value | $ 93,536 | |
Common stock, shares | 300,000 | |
Share Price | $ 0.325 | |
Twelfth Amendment | ||
Related Party Transaction [Line Items] | ||
Accounts charged off | $ 267,000 | |
Capital expenditures | 150,000 | |
11/14/14 Kurtz Note | ||
Related Party Transaction [Line Items] | ||
Advances from notes payable | $ 250,000 | |
Interest rate | 8.00% | |
3/23/15 Schnitzer Option | ||
Related Party Transaction [Line Items] | ||
Stock options fair value | $ 118,122 | |
Common stock, shares | 300,000 | |
Share Price | $ 0.41 | |
Advisory and consulting services | ||
Related Party Transaction [Line Items] | ||
Restricted common stock, shares | 969,195 | |
Restricted common stock, value | $ 397,509 | |
Chairman and Principal Stockholder | ||
Related Party Transaction [Line Items] | ||
Restricted common stock, shares | 301,996 | |
Restricted common stock, value | $ 181,198 |
Net Income (Loss) per Common 54
Net Income (Loss) per Common Share - Basic and Diluted (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Net loss available to common shareholders (A) | $ (1,399,197) | $ (1,046,514) |
Weighted average common shares outstanding (B) | 120,426,487 | 114,399,050 |
Dilutive effect of employee equity incentive plans | $ 1,150,000 | $ 2,460,000 |
Weighted average common shares outstanding, assuming dilution (C) | 120,446,210 | 115,796,196 |
Basic earnings per common share (A)/(B) | $ (0.01) | $ (0.01) |
Diluted earnings per common share (A)/(C) | $ (0.01) | $ (0.01) |
Net Income (Loss) per Common 55
Net Income (Loss) per Common Share - Basic and Diluted (Details Narrative) | 3 Months Ended |
Mar. 31, 2015shares | |
Antidilutive Secuities | 3,005,000 |
Out-of-the-money | |
Antidilutive Secuities | 2,080,000 |
Securities Transactions (Detail
Securities Transactions (Details Narrative) - 3 months ended Mar. 31, 2015 - USD ($) | Total |
Advisory and consulting services | |
Restricted Stock issued for Services, shares | 969,195 |
Restricted Stock issued for Services, amount | $ 397,509 |
Related Party | |
Restricted Stock issued for Guaranty of Note, shares | 301,996 |
Restricted Stock issued for Guaranty of Note, amount | $ 181,198 |
Business Segment Information -
Business Segment Information - Reportable Segments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Segment Reporting Information [Line Items] | ||
Sales | $ 17,494,226 | $ 16,102,200 |
Depreciation | 34,121 | 39,446 |
Amortization of Other Intangible Assets | 59,302 | 61,587 |
Interest Expense | 278,836 | 262,405 |
Segment Profit | 699,285 | 170,356 |
Segment Assets (1) | 22,511,710 | 21,350,444 |
Expenditures for Segment Assets | 13,093 | 188,658 |
Foam | ||
Segment Reporting Information [Line Items] | ||
Sales | 15,405,967 | 14,020,272 |
Depreciation | 30,048 | 34,346 |
Amortization of Other Intangible Assets | 52,223 | 53,624 |
Interest Expense | 245,552 | 228,477 |
Segment Profit | 512,895 | 518 |
Segment Assets (1) | 19,030,071 | 17,843,756 |
Expenditures for Segment Assets | 11,530 | 164,266 |
Coatings | ||
Segment Reporting Information [Line Items] | ||
Sales | 2,088,259 | 2,081,928 |
Depreciation | 4,073 | 5,100 |
Amortization of Other Intangible Assets | 7,079 | 7,963 |
Interest Expense | 33,284 | 33,928 |
Segment Profit | 186,390 | 169,838 |
Segment Assets (1) | 3,481,639 | 3,506,688 |
Expenditures for Segment Assets | $ 1,563 | $ 24,392 |
Business Segment Information 58
Business Segment Information - Reconciliation of reportable segment profit or loss (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | ||
Total Profit or Loss for Reportable Segments | $ 699,285 | $ 170,356 |
Corporate Expenses | (2,007,332) | (1,216,870) |
Loss Before Income Taxes | $ (1,308,047) | $ (1,046,514) |
Business Segment Information 59
Business Segment Information - Reconciliation of reportable segment assets (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Segment Reporting [Abstract] | |||
Total Assets for Reportable Segments | $ 22,511,710 | $ 21,350,444 | |
Other Unallocated Amounts | 289,305 | 317,943 | |
Total Assets | $ 22,801,015 | $ 22,498,055 | $ 21,668,387 |
Business Segment Information 60
Business Segment Information - Geographic Area Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Sales | $ 17,494,226 | $ 16,102,200 |
Long Lived Assets | 22,511,710 | 21,350,444 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Sales | 17,006,700 | 14,562,577 |
Long Lived Assets | 22,511,710 | 21,350,444 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Sales | $ 202,179 | 409,496 |
Middle East | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Sales | 660,000 | |
Rest of the World | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Sales | $ 285,347 | $ 470,127 |