Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 10, 2016 | |
Entity Registrant Name | PEN INC. | |
Entity Central Index Key | 891,417 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | PENC | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 1,401,573 | |
Class B Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 1,399,680 | |
Class Z Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 262,631 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 291,212 | $ 262,519 |
Accounts receivable, net | 1,096,800 | 1,100,352 |
Accounts receivable - related party | 8,626 | 11,984 |
Inventory | 1,355,662 | 1,083,385 |
Prepaid expenses and other current assets | 112,662 | 194,950 |
Total Current Assets | 2,864,962 | 2,653,190 |
OTHER ASSETS: | ||
Property, plant and equipment, net | 807,102 | 897,358 |
Other assets | 29,918 | 32,103 |
Total Other Assets | 837,020 | 929,461 |
TOTAL ASSETS | 3,701,982 | 3,582,651 |
CURRENT LIABILITIES: | ||
Bank revolving line of credit | 1,228,601 | 1,288,748 |
Current portion of notes payable | 87,380 | 74,380 |
Accounts payable | 1,596,840 | 1,259,865 |
Accounts payable - related parties | 40,829 | 27,064 |
Accrued expenses | 805,485 | 871,098 |
Deposit on stock purchase | 50,000 | |
Deferred revenue | 21,692 | |
Total Current Liabilities | 3,809,135 | 3,542,847 |
LONG-TERM LIABILITIES: | ||
Notes payable, net of current portion | 311,188 | 312,139 |
Total Long-term Liabilities | 311,188 | 312,139 |
Total Liabilities | 4,120,323 | 3,854,986 |
Commitments and Contingencies (See Note 11) | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $.0001 par value, 20,000,000 shares authorized; No shares issued and outstanding | ||
Additional paid-in capital | 5,171,151 | 5,071,532 |
Accumulated deficit | (5,589,792) | (5,344,166) |
Total Stockholders' Deficit | (418,341) | (272,335) |
Total Liabilities and Stockholders' Deficit | 3,701,982 | 3,582,651 |
Class A Common Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock value | 134 | 134 |
Class B Common Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock value | 140 | 139 |
Class Z Common Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock value | $ 26 | $ 26 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 7,200,000 | 7,200,000 |
Common stock, shares issued | 1,343,334 | 1,336,759 |
Common stock, shares outstanding | 1,343,334 | 1,336,759 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,500,000 | 2,500,000 |
Common stock, shares issued | 1,397,902 | 1,395,678 |
Common stock, shares outstanding | 1,397,902 | 1,395,678 |
Class Z Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000 | 300,000 |
Common stock, shares issued | 262,631 | 262,631 |
Common stock, shares outstanding | 262,631 | 262,631 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
REVENUES: | ||||
Products (including related party sales of $48,604 and $32,291 for the three months ended June 30, 2016 and 2015, respectively, and $96,296 and $77,118 for the six months ended June 30, 2016 and 2015, respectively) | $ 1,916,124 | $ 1,862,133 | $ 3,609,550 | $ 4,299,447 |
Research and development services | 293,704 | 451,216 | 579,439 | 1,081,643 |
Total Revenues | 2,209,828 | 2,313,349 | 4,188,989 | 5,381,090 |
COST OF REVENUES: | ||||
Products | 1,123,716 | 1,078,428 | 2,058,642 | 2,485,147 |
Research and development services | 293,026 | 455,838 | 606,137 | 964,222 |
Total Cost of Revenues | 1,416,742 | 1,534,266 | 2,664,779 | 3,449,369 |
GROSS PROFIT | 793,086 | 779,083 | 1,524,210 | 1,931,721 |
OPERATING EXPENSES: | ||||
Selling and marketing expenses | 71,963 | 48,902 | 119,332 | 131,111 |
Salaries, wages and related benefits | 451,502 | 599,609 | 865,239 | 1,187,439 |
Research and development | 78,850 | 250,353 | 164,613 | 445,555 |
Professional fees | 139,274 | 163,499 | 245,632 | 344,051 |
General and administrative expenses | 268,226 | 247,175 | 491,397 | 513,570 |
Total Operating Expenses | 1,009,815 | 1,309,538 | 1,886,213 | 2,621,726 |
LOSS FROM OPERATIONS | (216,728) | (530,455) | (362,002) | (690,005) |
OTHER INCOME (EXPENSE): | ||||
Interest expense | (28,136) | (36,355) | (56,270) | (64,084) |
Other income, net | 121,469 | 516 | 177,779 | 7,347 |
Total Other Income/(Expense) | 93,333 | (35,839) | 121,509 | (56,737) |
Loss before income taxes | (123,396) | (566,294) | (240,494) | (746,742) |
Income tax expense | (2,295) | (16,284) | (5,132) | (21,228) |
NET LOSS | $ (125,691) | $ (582,578) | $ (245,626) | $ (767,970) |
NET LOSS PER COMMON SHARE: | ||||
Basic | $ (0.04) | $ (0.20) | $ (0.08) | $ (0.26) |
Diluted | $ (0.04) | $ (0.20) | $ (0.08) | $ (0.26) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic | 3,002,658 | 2,974,658 | 3,000,152 | 2,971,283 |
Diluted | 3,002,658 | 2,974,658 | 3,000,152 | 2,971,283 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Sales revenue from related parties | $ 48,604 | $ 32,291 | $ 96,296 | $ 77,118 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (245,626) | $ (767,970) |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Change in inventory obsolescence reserve | 24,108 | (6,650) |
Depreciation and amortization expense | 94,256 | 127,167 |
Amortization of deferred lease incentives | 6,415 | (3,208) |
Gain on sale of property and equipment | (21,866) | |
Gain on settlement of A/P | (33,511) | |
Gain on settlement of accrued salary | (36,973) | |
Stock-based compensation | 99,620 | 89,620 |
Change in operating assets and liabilities: | ||
Accounts receivable | 3,552 | (317,446) |
Accounts receivable related party | 3,358 | 28,266 |
Inventory | (296,385) | 347,940 |
Prepaid expenses and other assets | 84,473 | (22,956) |
Accounts payable | 421,725 | (240,543) |
Account payable related party | 13,765 | |
Accrued expenses | (35,055) | (42,584) |
Deferred revenue | (21,692) | 545 |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | 60,164 | (807,819) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sales of property and equipment | 21,866 | |
Purchases of property and equipment | (4,000) | (227,592) |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | 17,866 | (227,592) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Deposit on stock purchase | 50,000 | |
Proceeds from bank line of credit | 3,361,000 | 4,257,500 |
Repayment of bank lines of credit | (3,421,147) | (3,882,895) |
Proceeds from bank loan | 371,901 | |
Repayment of bank loans | (37,190) | (6,198) |
Repayment of loan to third party | (2,000) | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | (49,337) | 740,308 |
NET (DECREASE) INCREASE IN CASH | 28,693 | (295,103) |
CASH, beginning of year | 262,519 | 464,735 |
CASH, end of period | 291,212 | 169,632 |
Cash paid during the period for: | ||
Interest | 56,270 | 64,010 |
Income taxes | 5,132 | 4,944 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for convertible notes and accrued interest | 13,725 | |
Common stock issued for accrued expenses | 123,285 | |
Reclassification of accrued salary to notes payable - long-term | $ 51,239 | $ 41,770 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION Organization PEN Inc. (we, us, our, PEN or the Company), a Delaware company, develops and sells a portfolio of nano-layer coatings, nano-based cleaners, and nano-composite products based on its proprietary technology and performs nanotechnology research and development focused on generating revenues through performing research services. Through our wholly-owned subsidiary, Nanofilm, Ltd., we develop, manufacture and sell products based on technology which permits the fabrication of oriented, ultra-thin films of organic or polymeric crystals, and also produces a line of personal lens cleaners and accessories. These products are marketed internationally primarily to customers in the eyeglass industry. Through our wholly-owned subsidiary, Applied Nanotech, Inc., we primarily conduct research and development services for governmental and private customers. Basis of Presentation The Companys consolidated financial statements include the financial statements of its wholly-owned subsidiaries, Applied Nanotech, Inc., PEN Technology LLC, and Nanofilm, Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements for the three and six months ended June 30, 2016 and 2015 have been prepared by us without audit pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of June 30, 2016 and 2015, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2015 and footnotes thereto included in the Companys Annual Report on Form 10-K filed with the SEC on March 30, 2016. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year. Going concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the consolidated financial statements filed with our Form 10-K on March 30, 2016, the Company had a net loss of $1,869,247 and $2,370,254 for the years ended December 31, 2014 and 2015. Additionally, the Company had a net loss of $245,626 for the six months ended June 30, 2016. Additionally, the Company had an accumulated deficit, a stockholders deficit and a working capital deficit of $5,589,792, $418,341 and $944,173, respectively, at June 30, 2016. These factors raise substantial doubt about the Companys ability to continue as a going concern. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. During 2015 and continuing in the first two quarters of 2016, management has taken measures to reduce operating expenses. Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the six months ended June 30, 2016 and 2015 include estimates for allowance for doubtful accounts on accounts receivable, the estimates for obsolete inventory, the useful life of property and equipment, assumptions used in assessing impairment of long-term assets, the fair value of assets acquired and liabilities assumed in the merger, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, and the fair value of equity incentives. Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (ASC) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entitys own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, loans and lines of credit, accounts payable, accrued expenses, and other payables approximate their fair market value based on the short-term maturity of these instruments. The Company analyzes all financial and non-financial instruments with features of both liabilities and equity under the FASBs accounting standard for such instruments. Under this standard, financial and non-financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company accounts for three instruments at fair value using level 3 valuation. At June 30, 2016 At December 31, 2015 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Stock Appreciation Rights Plan A - - $ 53,108 - - $ 53,108 Equity Credits Issued - - $ 14,154 - - $ 14,154 A rollforward of the level 3 valuation of these three financial instruments is as follows: Stock Appreciation Rights Plan A Equity Credits Issued Balance at December 31, 2015 $ 53,108 $ 14,154 Change in fair value included in net loss - - Balance at June 30, 2016 $ 53,108 $ 14,154 ASC 825-10 Financial Instruments, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. Accounts receivable The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized as general and administrative expense. Inventory Inventory is stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. At June 30, 2016 inventory consisted of $890,229 in raw materials and $663,706 of finished goods before applying the inventory reserve of $198,273. Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to ten years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated fair value and its book value. The Company did not record any impairment charge for the six months ended June 30, 2016 and 2015. Revenue recognition Pursuant to the guidance of ASC Topic 605, the Company recognizes sales when persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the purchase price is fixed or determinable and collectability is reasonably assured. Types of Revenue: ● Net product sales by our subsidiary Nanofilm. ● Reimbursements under agreements to perform research and development for government agencies and others by our subsidiary, Applied Nanotech. We do not perform research contracts that are contingent upon successful results. Larger projects are sometimes broken down in phases to allow the customer to determine at the end of each phase if they wish to move to the next phase. The agreements with federal government agencies generally provide that, upon completion of a technology development program, the funding agency is granted a royalty-free license to use any technology developed during the course of the program for its own purposes, but not any preexisting technology that we use in connection with the program. We retain all other rights to use, develop, and commercialize the technology. Agreements with nongovernmental entities generally allow the entity the first opportunity to license the technology from us upon completion of the project. ● Product sales and other miscellaneous revenues from our subsidiary, Applied Nanotech such as the sale of conductive inks and thermal management materials. Revenue Recognition Criteria: ● Net product sales by our subsidiary Nanofilm, are recognized when the product is shipped to the customer and title is transferred. ● Revenue from research and development government contracts is recognized when it is earned pursuant to the terms of the contract. These projects are usually billed monthly based on costs, hours, or some other measure of activity during the month and revenue is recognized as services are provided. If there are substantive acceptance terms then revenue will not be recognized until acceptance occurs. The recognition of revenue may not correspond with the billings allowable under the contract. To the extent that billings exceed revenue earned, a portion of the revenue is deferred until such time as it is earned. ● Revenue from research and development non-governmental contracts is recognized when it is earned pursuant to the terms of the contract. Each contract is unique and tailored to the needs of the customer and goals of the project. Some contracts may call for a monthly payment for a fixed period of time. Other contracts may be for a fixed dollar amount with an unspecified time period, although there is frequently a targeted completion date. These contracts generally involve some sort of up-front payment. Some contracts may call for the delivery of samples, or may call for the transfer of equipment or other items developed during the project to the customer. These projects are usually billed monthly based on costs, hours, or some other measure of activity during the month and revenue is recognized as services are provided. If there are substantive acceptance terms then revenue will not be recognized until acceptance occurs. ● Revenue from other product sales is recognized at the time the product shipped. The Companys subsidiary Applied Nanotechs primary business is research and development and the licensing of its technology, not the sale of products. Product sales are generally insignificant in number, and are generally limited to the sale of conductive inks, thermal management materials, samples, proofs of concepts, prototypes, or other items resulting from its research. ● Other miscellaneous revenue is recognized as deemed appropriate given the facts of the situation and is generally not material. Sales incentives and consideration paid to customers The Company accounts for certain promotional costs such as sales incentives and cooperative advertising as a reduction of sales. For the three months ended June 30, 2016 and 2015 and for the six months ended June 30, 2016 and 2015, the Company recorded approximately $ Cost of sales Cost of sales includes inventory costs, materials and supplies costs, internal labor and related benefits, subcontractor costs, depreciation, overhead and shipping and handling costs incurred. Shipping and handling costs Shipping and handling costs incurred relating to the purchase of inventory are included in inventory which is charged to cost of sales as product are sold. Shipping and handling costs incurred for product shipped to customers are included in cost of sales and for the three months ended June 30, 2016 and 2015 they amounted to $ Research and development Research and development costs incurred in the development of the Companys products and under other Company sponsored research and development projects are expensed as incurred. Costs such as direct labor, direct costs, and other allocated costs incurred to perform research and development service pursuant to government and private research projects are in included in cost of sales. Research and development costs incurred in the development of the Companys products for the three months ended June 30, 2016 and 2015 were $78,850 and $250,353, and for the six months ended June 30, 2016 and 2015 were $164,613 and $445,555. These costs are included in operating expenses on the accompanying consolidated statements of operations. Advertising costs The Company participates in various advertising programs. All costs related to advertising of the Companys products are expensed in the period incurred. Advertising costs charged to operations for the three months ended June 30, 2016 and 2015 were $10,448 and $15,960, and for the six months ended June 30, 2016 and 2015 were $18,431 and $33,518. These costs are included in sales and marketing on the consolidated accompanying statements of operations. These advertising expenses do not in include cooperative advertising and sales incentives which have been deducted from sales. Federal and state income taxes The Company accounts for income tax using the liability method prescribed by ASC 740, Income Taxes The Company follows the accounting guidance for uncertainty in income taxes using the provisions of Accounting Standards Codification (ASC) 740 Income Taxes Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date. The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Net loss per share of common stock ASC 260 Earnings Per Share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. As of June 30, 2016 and December 31, 2015, 37,778 contingently issuable common shares that are issuable based on certain market conditions (see Note 8) are not included in the potential dilutive shares in calculating the diluted EPS. Additionally, potentially dilutive common shares consist of common stock options (using the treasury stock method). These common stock equivalents may be dilutive in the future . June 30, 2016 December 31, 2015 Total stock options 11,365 12,397 Additionally, there are an unknown quantity of common stock equivalents that result from a potential conversion of equity credits and stock appreciation rights (See Notes 8 and 9). Net loss per share for each class of common stock is as follows: Net (loss) income per common shares outstanding: Three Months ended June 30, 2016 Three Months ended June 30, 2015 Six Months ended June 30, 2016 Six Months ended June 30, 2015 Class A common stock $ (0.04 ) $ (0.20 ) $ (0.08 ) $ (0.26 ) Class B common stock $ (0.04 ) $ (0.20 ) $ (0.08 ) $ (0.26 ) Class Z common stock $ (0.04 ) $ (0.20 ) $ (0.08 ) $ (0.26 ) Weighted average shares outstanding: Class A common stock 1,342,565 1,317,321 1,340,804 1,314,029 Class B common stock 1,397,462 1,394,706 1,396,718 1,394,623 Class Z common stock 262,631 262,631 262,631 262,631 Total weighted average shares outstanding 3,002,658 2,974,658 3,000,152 2,971,283 Segment reporting The Company uses the management approach in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Companys chief operating decision maker for making operating decisions and assessing performance as the source for determining the Companys reportable segments. The Companys chief operating decision maker is the Chairman and chief executive officer (CEO) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company classified the reportable operating segments into (i) the development, manufacture and sale of personal lens cleaners and accessories and ultra-thin films of organic or polymeric crystals (the Product Segment) and (ii) the performance of nanotechnology research and development services for government and private entities and any related sales of related products. Recent accounting pronouncements In May 2014, the FASB issued an update (ASU 2014-09) Revenue from Contracts with Customers. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern, In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes In April 2015, the FASB issued ASU 2015-03, Imputation of Interest In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory On January 5, 2016, the FASB issued ASU No. 2016-01 to amend the accounting guidance on the classification and measurement of financial instruments. The standard requires that all investments in equity securities, including other ownership interests, are carried at fair value through net income. This requirement does not apply to investments that qualify for equity method accounting or to those that result in consolidation of the investee or for which the entity has elected the predictability exception to fair value measurement. Additionally, the standard requires that the portion of the total fair value change caused by a change in instrument-specific credit risk for financial liabilities for which the fair value option has been elected would be recognized in other comprehensive income. Any accumulated amount remaining in other comprehensive income is reclassified to earnings when the liability is extinguished. This guidance is effective for fiscal years and interim periods beginning after December 15, 2017. The Company does not anticipate the guidance to have a material impact on its consolidated financial statements or notes to its consolidated financial statements. On February 25, 2016, the FASB issued ASU No. 2016-02 (ASU 2016-02) to amend the accounting guidance for leases. The accounting applied by a lessor is largely unchanged under ASU 2016-02. However, the standard requires lessees to recognize lease assets and lease liabilities for leases classified as operating leases on the balance sheet. Lessees will recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it will recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and notes to its consolidated financial statements. On March 30, 2016, the FASB issued ASU No. 2016-09 (ASU 2016-09) to amend the accounting guidance for share-based payment accounting. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Bank Loans and Lines of Revolvi
Bank Loans and Lines of Revolving Credit Facility | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Bank Loans and Lines of Revolving Credit Facility | NOTE 3 BANK LOANS AND LINES OF REVOLVING CREDIT FACILITY In April 2014, our subsidiary, Nanofilm entered into a $1,500,000 revolving credit line agreement (the Revolving Note) with Mackinac Commercial Credit, LLC (the Lender). The unpaid principal balance of this Revolving Note is payable on demand, is secured by all of Nanofilms assets, and bears interest computed at a rate of interest (the Effective Rate) which is equal to 7.0% above the LIBOR Rate, as defined, payable monthly. Nanofilm will pay to Lender a late charge of 5.0% of any monthly payment not received by Lender within 10 calendar days after its due date. The Company may, at any time or from time to time upon three business days written notice to Lender, prepay the Note in whole provided that if (i) Borrower prepays the Revolving Note in full and terminates the Revolving Note, or (ii) Lender terminates the Revolving Note after default, then Borrower will pay a termination premium equal to 2.0% of the maximum loan amount. On May 1, 2015, Nanofilm and the Lender entered into an amendment to the Loan and Security Agreement extending the outside maturity date to April 4, 2016 and permitting advances against an expanded borrowing base. The borrowing base was increased by $450,000 through October 31, 2015, with this amount reducing by $7,500 monthly thereafter. In addition, the Company guaranteed Nanofilms obligations to the Lender. On April 4, 2016, the maturity date under the Loan & Security Agreement between Nanofilm and the Lender was automatically extended for a one-year renewal term. Without the Lenders consent, so long as the obligation remains outstanding, in addition to other covenants as defined in the Revolving Note, Nanofilm shall not a) merge or consolidate with any other company, and shall not suffer a change of control; b) make an capital expenditures, as defined, materially affecting the business; c) declare or pay cash dividends upon any of its stock, or distribute any of its property, make any loans, make investments, redeem, retire or acquire any of its stock, d) become liable for the indebtedness of anyone else, as defined, and e) incur indebtedness, other than trade payables. At June 30, 2016, the Company had $1,228,601 in borrowings outstanding under the Revolving Note with $271,399 available for borrowing. The weighted average interest rate during the period was approximately 7.7%. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4 NOTES PAYABLE On February 10, 2015, Nanofilm entered into a promissory note (the Equipment Note) with KeyBank, N.A. (the Bank) to borrow up to $373,000. Nanofilm may obtain one or more advances not to exceed $373,000. The unpaid principal balance of this Equipment Note is payable in 60 equal monthly installments payments of principal and interest through June 10, 2020. The Equipment Note is secured by certain equipment, as defined in the Equipment Note, and bears interest computed at a rate of interest of 4.35% per annum based on a year of 360 days. At June 30, 2016, the principal amount due under the Equipment Note amounted to $297,521. In June and November 2015, in connection with a severance package offered to four employees, the Company entered into three promissory note agreements with those individuals that obligate the Company to pay them accrued and unpaid deferred salary in an aggregate amount of $51,807. The principal bears interest at the minimum rate of interest applicable under the internal revenue code (approximately 2.24% at June 30, 2016). All principal and interest payable under three of these notes aggregating $37,457 are due in 2025 and all principal and interest payable under one of these notes amounting to $14,350 are due in 2020. On May 31, 2016, in connection with a restatement of our agreement with a former research partner we delivered a promissory note to repay amounts previously advanced to us and accrued. The principal amount is $51,239 bearing interest at 5% per annum. Installment payments include both principal and interest. After an initial payment of $2,000, the note requires payments of $1,000 for eleven months, payments of $2,000 for the following 12 months and monthly payments of $3,000 thereafter until paid in full. The balance due on June 30,2016 was $49,239. In addition, we agreed that our share of certain patent costs would be an offset against future royalties due to us, so we reversed accruals of $33,713, resulting in a net gain of $33,511. At June 30, 2016, future annual payments of notes payable are as follows: Amount 2016 $ 42,009 2017 90,449 2018 102,731 2019 74,380 2020 51,540 2021 0 Thereafter 37,458 $ 398,568 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 RELATED PARTY TRANSACTIONS Sales to related party During the three and six months ended June 30, 2016 and 2015, the Company engaged in certain sales transactions with a company which is a shareholder and related to a director of the Company. Sales to the related party totaled $48,604 and $32,291 for the three months ended June 30, 2016 and 2015 and totaled $96,296 and $77,118 for the six months ended June 30, 2016 and 2015, respectively. Accounts receivable from the related party totaled $8,626 and $11,984 at June 30, 2016 and December 31, 2015, respectively. Other A board member is a principal in an investment advisory firm to which the Company incurred $13,195 and $36,000 in fees and expenses during the three months ended June 30, 2016 and 2015 and $13,195 and $72,000 in fees and expenses during the six months ended June 30, 2016 and 2015, respectively. That Board member is also a principal in the firm that provides the services of our CFO and other financial and accounting services. Starting in June 2016 we pay a monthly fee of $8,000 for those services and reimburse travel expenses incurred on our behalf. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 6 - STOCKHOLDERS EQUITY Description of Preferred and Common Stock On December 11, 2015, the Board of Directors of the Company approved a reverse stock split of the issued and outstanding shares of the Companys common stock at the ratio of 1-for-180 (the Reverse Stock Split) and authorized an amendment of the Companys Amended and Restated Certificate of Incorporation, as amended, to effect the Reverse Stock Split, to reduce the number of authorized shares of common stock, and to set a par value of $0.0001 per share after the Reverse Stock Split. On January 26, 2016, each one hundred eighty (180) shares of the Companys (i) Class A Common Stock (Class A common stock), (iii) Class B Common Stock and (iii) Class Z Common Stock, then issued and outstanding were automatically combined into one (1) validly issued, fully paid and non-assessable share of Class A Common Stock, Class B Common Stock and Class Z Common Stock, respectively, without any further action by the Company or the holder. Additionally, the authorized number of shares of common stock were reduced to 10,000,000 comprised of 7,200,000 shares of Class A Common Stock, 2,500,000 shares of Class B Common Stock (Class B common stock), and 300,000 shares of Class Z Common Stock (Class Z common stock). The par value of each class of common stock remained the same at $0.0001 per common share. All share and per share data in the accompanying unaudited consolidated financial statements have been retroactively restated to reflect the effect of the Reverse Stock Split and authorized shares. The Company is also authorized to issue 20,000,000 shares of Preferred Stock, par value $0.0001 per share (preferred stock). Preferred Stock The preferred stock may be issued in one or more series. The Companys board of directors are authorized to issue the shares of preferred stock in such series and to fix from time to time before issuance thereof the number of shares to be included in any such series and the designation, powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of such series. Common Stock General The rights of each share of Class A common stock, each share of Class B common stock and each share of Class Z common stock are the same with respect to dividends, distributions and rights upon liquidation. Class A Common Stock Holders of the Class A common stock are entitled to one vote per share in the election of directors and other matters submitted to a vote of the stockholders. Class B Common Stock Conversion Rights Voting Rights Class Z Common Stock Conversion Rights Voting Rights Other Rights Issuances of Common Stock Common shares issued for services On February 17,2016, the Company issued 1,248 shares of Class A common stock and 624 shares of Class B common stock to the Companys directors in partial payment for their service on the Companys board. These shares were valued on the date of grant of February 17, 2016 at $3.20 per share based on the quoted price of the stock for a value of $6,000. On April 25, 2016, the Company issued an aggregate of 2,800 shares of Class A common stock and 1,600 shares of Class B common stock to the Companys directors as compensation for their service on the Companys board and Board committees. These shares are valued were valued on the date of grant of April 25, 2016 at $2.50 per share based on the quoted price of the stock for a total value of $11,000. Stock Options Stock options outstanding are to purchase Class A common stock. Stock option activities for the six months ended June 30, 2016 are summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2015 12,397 $ 81.15 - $ - Exercised - - - Forfeited (1,032 ) $ 89.86 - - Balance Outstanding June 30, 2016 11,365 $ 80.36 3.37 $ - Exercisable, June 30, 2016 11,365 $ 80.36 3.37 $ - Contingently issuable Class A common shares On August 27, 2014, the Company entered into a Restricted Stock Agreement with Dr. Zvi Yaniv, the former Chief Operating Officer and President, of Applied Nanotech, and a current employee of the Company granting Dr. Yaniv 37,778 shares of Class A common stock, subject to forfeiture. All these shares become vested and not subject to forfeiture on the earlier of a change of control of us, Dr. Yanivs death, or if more than 180 days after closing, the average trading price of the shares during a measurement period of ten consecutive trading days reaches certain price thresholds. At an $18.00 price, 5,554 shares vest, with additional tranches of 5,556 shares vesting if the price reaches $27.00, $36.00, $45.00 and $54.00. The last 10,000 shares vest at a $63.00 price threshold. Any shares that have not vested five years after the Effective Date will be forfeited. We also entered into a Piggyback Registration Rights Agreement that will allow Dr. Yaniv, subject to other customary terms and conditions, to register shares that are no longer subject to forfeiture if we are registering our shares. Pursuant to ASC 718-10 and related subsections, these shares were valued on the date of grant of August 27, 2014 at $13.12 per share for a total value of $495,720. The Company estimates the fair value of the awards with market conditions using a Binomial simulation, which utilizes several assumptions including the risk-free interest rate, the volatility of the Companys stock and the exercise behavior of award recipients. The grant-date fair value of $495,720 of the awards will be recognized over the requisite service period of 3 years, which represents the derived service period for the stock grant as determined by the Binomial simulation method. For the three and six months ended June 30, 2016, in connection with the amortization of the fair value of this stock grant, the Company recorded stock-based compensation of $41,310 and $82,620, respectively. |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 7 CONCENTRATIONS Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash deposits and investments in cash equivalent instruments. The Company places its cash in banks at levels that, at times, may exceed federally insured limits. There were no balances in excess of FDIC insured levels as of June 30, 2016 and December 31, 2015. The Company has not experienced any losses in such accounts through June 30, 2016. Lender concentration The Company relies primarily on one lender under a $1,500,000 Revolving Note. Customer concentrations Customer concentrations for the six months ended June 30, 2016 and 2015 are as follows: Revenues For the six months ended June 30, 2016 2015 Customer A 29 % 27 % Customer B 14 % * % Customer C * % * % Total 43 % 27 % *Less than 10% Accounts Receivable As of June 30, As of December 31, 2016 2015 Customer A 50 % 31 % Customer B 11 % * % Customer C * % 14 % Total 61 % 45 % * A reduction in sales from or loss of such customers would have a material adverse effect on our consolidated results of operations and financial condition. Geographic concentrations of sales For the six months ended June 30, 2016 and 2015, total sales in the United States represent approximately 76% and 92% of total consolidated revenues, respectively. No other geographical area accounting for more than 10% of total sales during the six months ended June 30, 2016 and 2015. Vendor concentrations For the six months ended June 30, 2016, the Company purchased 41% of its inventory from two suppliers (30% and 11%, respectively). For the six months ended June 30, 2015, the Company purchased 53% of its inventory from three suppliers (29%, 13% and 11%, respectively). |
Equity Credits
Equity Credits | 6 Months Ended |
Jun. 30, 2016 | |
Equity Credits | |
Equity Credits | NOTE 8 EQUITY CREDITS During 1997, Nanofilm established The Equity Credit Incentive Program Under the terms of the Plan, when the Company completes a registered offering of its common stock, the equity credit participants will have the option to convert the equity credits into Class A common shares of the Company, or in the case of our President, into shares of Class B common stock. |
Stock Appreciation Plan
Stock Appreciation Plan | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Appreciation Plan | NOTE 9 STOCK APPRECIATION PLAN From June 1, 1988, until December 31, 1997, when the plan was terminated, Nanofilm had in place a Stock Appreciation Rights Plan A (the Plan), intended to provide employees, directors, members of a technical advisory board and certain independent contractors selected by the Board with equity-like participation in the growth of Nanofilm. The maximum number of stock appreciation rights that could be granted by the Board was 1,000,000. There were 235,782 fully vested stock appreciation rights (SARS) outstanding under the terms of the Plan at June 30, 2016 and December 31, 2015. The SARS unit value is based on the book value of the Company as of the last fiscal year end multiplied by a SARS multiplier stipulated in the SARS plan. However, in the event of an initial public offering (IPO) of Nano, the SARS are redeemable based on a value equal to offering price of the stock in an IPO times the total outstanding shares of the Company just subsequent to the completion of the IPO, multiplied by the SARS multiplier. The SARS multiplier is to be adjusted, as the Board determines, to reflect changes in the capitalization of Nanofilm. Generally, the SARS are redeemable in cash, at their then fair value as computed pursuant to the Plan, in the event of termination of employment or business relationship, death, permanent and total disability, or sale of Nano (as defined). Upon an IPO, SARS are to be redeemed by applying 70% of the redemption value to purchase common shares, with the remaining 30% being distributed in cash to the participant. The business combination completed in August 2014 did not qualify as an IPO under the Plan; however, a future underwritten registered offering may qualify. The accrued redemption value associated with the stock appreciation rights amounted to $53,108 and $53,108, at June 30, 2016 and December 31, 2015, respectively. If the Company completes an IPO, the value of SARS calculated based on the IPO formula may cause a material increase in the value of the liability. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 10 SEGMENT REPORTING The Companys principal operating segments coincide with the types of products to be sold. The products from which revenues are derived are consistent with the reporting structure of the Companys internal organization. The Companys two reportable segments for the three and six months ended June, 30 2016 were the Product Segment and ii) the Research and Development Segment. The Companys chief operating decision-maker has been identified as the Chairman and CEO, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Segment information is presented based upon the Companys management organization structure as of June 30, 2016 and the distinctive nature of each segment. Future changes to this internal financial structure may result in changes to the reportable segments disclosed. There are no inter-segment revenue transactions and, therefore, revenues are only to external customers. As the Company primarily generates its revenues from customers in the United States, no geographical segments are presented. Segment operating profit is determined based upon internal performance measures used by the chief operating decision-maker. The Company derives the segment results from its internal management reporting system. The accounting policies the Company uses to derive reportable segment results are the same as those used for external reporting purposes. Management measures the performance of each reportable segment based upon several metrics, including net revenues, gross profit and operating income (loss). Management uses these results to evaluate the performance of, and to assign resources to, each of the reportable segments. The Company manages certain operating expenses separately at the corporate level and does not allocate such expenses to the segments. Segment income from operations excludes interest income/expense and other income or expenses and income taxes according to how a particular reportable segments management is measured. Management does not consider impairment charges, and unallocated costs in measuring the performance of the reportable segments. Segment information available with respect to these reportable business segments for the three and six months ended June 30, 2016 and 2015 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenues: Product segment $ 1,916,124 $ 1,862,133 $ 3,609,550 $ 4,299,447 Research and development segment $ 293,704 451,216 $ 579,439 1,081,643 Total segment and consolidated revenues $ 2,209,828 2,313,349 $ 4,188,989 5,381,090 Gross profit: Product segment 792,407 783,705 1,550,907 1,814,300 Research and development segment 679 (4,622 ) (26,697 ) 117,421 Total segment and consolidated gross profit 793,086 779,083 1,524,210 1,931,721 Income (loss) from operations Product segment $ 140,509 $ 71,518 $ 305,613 $ 329,786 Research and development segment (72,189 ) (232,956 ) (157,373 ) (298,921 ) Total segment income (loss) 68,320 (161,438 ) 148,240 30,865 Unallocated costs (285,049 ) (369,017 ) (510,243 ) (720,870 ) Total consolidated (loss) income from operations $ (216,729 ) $ (530,455 ) $ (362,003 ) $ (690,005 ) Depreciation and amortization: Product segment $ 34,515 $ 37,857 $ 69,030 $ 75,714 Research and development segment 12,561 12,926 25,226 25,810 Total segment depreciation and amortization 47,076 50,783 94,256 101,524 Unallocated depreciation 12,821 25,643 Total consolidated depreciation and amortization $ 47,076 $ 63,604 $ 94,256 $ 127,167 Capital additions: Product segment $ 4,000 $ 193,895 $ 4,000 $ 224,206 Research and development segment 3,386 3,386 Total segment capital additions $ 4,000 $ 197,281 $ 4,000 $ 227,592 Unallocated capital additions - - Total consolidated capital additions $ 4,000 $ 197,281 $ 4,000 $ 227,592 June 30, 2016 December 31, 2015 Segment tangible assets: Product segment $ 792,602 $ 845,332 Research and development segment 44,418 52,026 Total consolidated tangible assets $ 837,020 $ 897,358 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 - COMMITMENTS AND CONTINCENGIES Equity Credits Equity credits may become convertible into an unknown amount of capital stock of the Company to be determined by the Companys board of directors (See Note 8). Stock Appreciation Rights If the Company completes an IPO, the value of stock appreciation rights calculated based on the IPO formula may cause a material increase in the value of the liability (See Note 9). Litigation On May 23, 2016, we settled a pending dispute with Dongsheng Mao. The settlement was for less than the amount accrued, but its terms are confidential. The Company recognized a gain on settlement of approximately $37,000. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 - SUBSEQUENT EVENTS On July 25, 2016, we issued 17,793 shares of Class A common stock at a price of $2.81 per share to a private investor for a total cash purchase of $50,000 that was received in May, 2016 and reflected as a deposit on stock purchase liability at June 30,2016. On July 25, 2016, we also issued a 5-year warrant to purchase up to 712 shares of Class A common stock at an exercise price of $2.81 per share to the investment banking firm that assisted us in placing the shares with that investor for a value of $1,546, assuming a 1.158% risk free rate and 191.6% annual volatility. We must also pay that firm a cash fee of $2,000. Both the warrant value and cash fee will be charged against the proceeds to additional paid in capital. On July 25, 2016, we issued an aggregate of 2,667 shares of our Class A common stock and 1,778 shares of our Class B common stock as compensation to our directors for service on our board. These shares were valued on the date of grant of July 25, 2015 at $2.25 per share based on the closing price of our stock for a total value of $10,000. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the six months ended June 30, 2016 and 2015 include estimates for allowance for doubtful accounts on accounts receivable, the estimates for obsolete inventory, the useful life of property and equipment, assumptions used in assessing impairment of long-term assets, the fair value of assets acquired and liabilities assumed in the merger, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, and the fair value of equity incentives. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (ASC) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entitys own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, loans and lines of credit, accounts payable, accrued expenses, and other payables approximate their fair market value based on the short-term maturity of these instruments. The Company analyzes all financial and non-financial instruments with features of both liabilities and equity under the FASBs accounting standard for such instruments. Under this standard, financial and non-financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company accounts for three instruments at fair value using level 3 valuation. At June 30, 2016 At December 31, 2015 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Stock Appreciation Rights Plan A - - $ 53,108 - - $ 53,108 Equity Credits Issued - - $ 14,154 - - $ 14,154 A rollforward of the level 3 valuation of these three financial instruments is as follows: Stock Appreciation Rights Plan A Equity Credits Issued Balance at December 31, 2015 $ 53,108 $ 14,154 Change in fair value included in net loss - - Balance at June 30, 2016 $ 53,108 $ 14,154 ASC 825-10 Financial Instruments, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
Cash and Cash Equivalents | Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. |
Accounts Receivable | Accounts receivable The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized as general and administrative expense. |
Inventory | Inventory Inventory is stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. At June 30, 2016 inventory consisted of $890,229 in raw materials and $663,706 of finished goods before applying the inventory reserve of $198,273. |
Property and Equipment | Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to ten years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Impairment of Long-lived Assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated fair value and its book value. The Company did not record any impairment charge for the six months ended June 30, 2016 and 2015. |
Revenue Recognition | Revenue recognition Pursuant to the guidance of ASC Topic 605, the Company recognizes sales when persuasive evidence of an arrangement exists, delivery has occurred or services have been provided, the purchase price is fixed or determinable and collectability is reasonably assured. Types of Revenue: ● Net product sales by our subsidiary Nanofilm. ● Reimbursements under agreements to perform research and development for government agencies and others by our subsidiary, Applied Nanotech. We do not perform research contracts that are contingent upon successful results. Larger projects are sometimes broken down in phases to allow the customer to determine at the end of each phase if they wish to move to the next phase. The agreements with federal government agencies generally provide that, upon completion of a technology development program, the funding agency is granted a royalty-free license to use any technology developed during the course of the program for its own purposes, but not any preexisting technology that we use in connection with the program. We retain all other rights to use, develop, and commercialize the technology. Agreements with nongovernmental entities generally allow the entity the first opportunity to license the technology from us upon completion of the project. ● Product sales and other miscellaneous revenues from our subsidiary, Applied Nanotech such as the sale of conductive inks and thermal management materials. Revenue Recognition Criteria: ● Net product sales by our subsidiary Nanofilm, are recognized when the product is shipped to the customer and title is transferred. ● Revenue from research and development government contracts is recognized when it is earned pursuant to the terms of the contract. These projects are usually billed monthly based on costs, hours, or some other measure of activity during the month and revenue is recognized as services are provided. If there are substantive acceptance terms then revenue will not be recognized until acceptance occurs. The recognition of revenue may not correspond with the billings allowable under the contract. To the extent that billings exceed revenue earned, a portion of the revenue is deferred until such time as it is earned. ● Revenue from research and development non-governmental contracts is recognized when it is earned pursuant to the terms of the contract. Each contract is unique and tailored to the needs of the customer and goals of the project. Some contracts may call for a monthly payment for a fixed period of time. Other contracts may be for a fixed dollar amount with an unspecified time period, although there is frequently a targeted completion date. These contracts generally involve some sort of up-front payment. Some contracts may call for the delivery of samples, or may call for the transfer of equipment or other items developed during the project to the customer. These projects are usually billed monthly based on costs, hours, or some other measure of activity during the month and revenue is recognized as services are provided. If there are substantive acceptance terms then revenue will not be recognized until acceptance occurs. ● Revenue from other product sales is recognized at the time the product shipped. The Companys subsidiary Applied Nanotechs primary business is research and development and the licensing of its technology, not the sale of products. Product sales are generally insignificant in number, and are generally limited to the sale of conductive inks, thermal management materials, samples, proofs of concepts, prototypes, or other items resulting from its research. ● Other miscellaneous revenue is recognized as deemed appropriate given the facts of the situation and is generally not material. |
Sales Incentives and Consideration Paid to Customers | Sales incentives and consideration paid to customers The Company accounts for certain promotional costs such as sales incentives and cooperative advertising as a reduction of sales. For the three months ended June 30, 2016 and 2015 and for the six months ended June 30, 2016 and 2015, the Company recorded approximately $ |
Cost of Sales | Cost of sales Cost of sales includes inventory costs, materials and supplies costs, internal labor and related benefits, subcontractor costs, depreciation, overhead and shipping and handling costs incurred. |
Shipping and Handling Costs | Shipping and handling costs Shipping and handling costs incurred relating to the purchase of inventory are included in inventory which is charged to cost of sales as product are sold. Shipping and handling costs incurred for product shipped to customers are included in cost of sales and for the three months ended June 30, 2016 and 2015 they amounted to $ |
Research and Development | Research and development Research and development costs incurred in the development of the Companys products and under other Company sponsored research and development projects are expensed as incurred. Costs such as direct labor, direct costs, and other allocated costs incurred to perform research and development service pursuant to government and private research projects are in included in cost of sales. Research and development costs incurred in the development of the Companys products for the three months ended June 30, 2016 and 2015 were $78,850 and $250,353, and for the six months ended June 30, 2016 and 2015 were $164,613 and $445,555. These costs are included in operating expenses on the accompanying consolidated statements of operations. |
Advertising Costs | Advertising costs The Company participates in various advertising programs. All costs related to advertising of the Companys products are expensed in the period incurred. Advertising costs charged to operations for the three months ended June 30, 2016 and 2015 were $10,448 and $15,960, and for the six months ended June 30, 2016 and 2015 were $18,431 and $33,518. These costs are included in sales and marketing on the consolidated accompanying statements of operations. These advertising expenses do not in include cooperative advertising and sales incentives which have been deducted from sales. |
Federal and State Income Taxes | Federal and state income taxes The Company accounts for income tax using the liability method prescribed by ASC 740, Income Taxes The Company follows the accounting guidance for uncertainty in income taxes using the provisions of Accounting Standards Codification (ASC) 740 Income Taxes |
Stock-based Compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date. The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. |
Net Loss Per Share of Common Stock | Net loss per share of common stock ASC 260 Earnings Per Share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. As of June 30, 2016 and December 31, 2015, 37,778 contingently issuable common shares that are issuable based on certain market conditions (see Note 8) are not included in the potential dilutive shares in calculating the diluted EPS. Additionally, potentially dilutive common shares consist of common stock options (using the treasury stock method). These common stock equivalents may be dilutive in the future . June 30, 2016 December 31, 2015 Total stock options 11,365 12,397 Additionally, there are an unknown quantity of common stock equivalents that result from a potential conversion of equity credits and stock appreciation rights (See Notes 8 and 9). Net loss per share for each class of common stock is as follows: Net (loss) income per common shares outstanding: Three Months ended June 30, 2016 Three Months ended June 30, 2015 Six Months ended June 30, 2016 Six Months ended June 30, 2015 Class A common stock $ (0.04 ) $ (0.20 ) $ (0.08 ) $ (0.26 ) Class B common stock $ (0.04 ) $ (0.20 ) $ (0.08 ) $ (0.26 ) Class Z common stock $ (0.04 ) $ (0.20 ) $ (0.08 ) $ (0.26 ) Weighted average shares outstanding: Class A common stock 1,342,565 1,317,321 1,340,804 1,314,029 Class B common stock 1,397,462 1,394,706 1,396,718 1,394,623 Class Z common stock 262,631 262,631 262,631 262,631 Total weighted average shares outstanding 3,002,658 2,974,658 3,000,152 2,971,283 |
Segment Reporting | Segment reporting The Company uses the management approach in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Companys chief operating decision maker for making operating decisions and assessing performance as the source for determining the Companys reportable segments. The Companys chief operating decision maker is the Chairman and chief executive officer (CEO) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company classified the reportable operating segments into (i) the development, manufacture and sale of personal lens cleaners and accessories and ultra-thin films of organic or polymeric crystals (the Product Segment) and (ii) the performance of nanotechnology research and development services for government and private entities and any related sales of related products. |
Recently Issued Accounting Pronouncements | Recent accounting pronouncements In May 2014, the FASB issued an update (ASU 2014-09) Revenue from Contracts with Customers. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern, In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes Income Taxes In April 2015, the FASB issued ASU 2015-03, Imputation of Interest In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory On January 5, 2016, the FASB issued ASU No. 2016-01 to amend the accounting guidance on the classification and measurement of financial instruments. The standard requires that all investments in equity securities, including other ownership interests, are carried at fair value through net income. This requirement does not apply to investments that qualify for equity method accounting or to those that result in consolidation of the investee or for which the entity has elected the predictability exception to fair value measurement. Additionally, the standard requires that the portion of the total fair value change caused by a change in instrument-specific credit risk for financial liabilities for which the fair value option has been elected would be recognized in other comprehensive income. Any accumulated amount remaining in other comprehensive income is reclassified to earnings when the liability is extinguished. This guidance is effective for fiscal years and interim periods beginning after December 15, 2017. The Company does not anticipate the guidance to have a material impact on its consolidated financial statements or notes to its consolidated financial statements. On February 25, 2016, the FASB issued ASU No. 2016-02 (ASU 2016-02) to amend the accounting guidance for leases. The accounting applied by a lessor is largely unchanged under ASU 2016-02. However, the standard requires lessees to recognize lease assets and lease liabilities for leases classified as operating leases on the balance sheet. Lessees will recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it will recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and notes to its consolidated financial statements. On March 30, 2016, the FASB issued ASU No. 2016-09 (ASU 2016-09) to amend the accounting guidance for share-based payment accounting. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Fair Value of Level 3 Valuation of Financial Instruments | The Company accounts for three instruments at fair value using level 3 valuation. At June 30, 2016 At December 31, 2015 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Stock Appreciation Rights Plan A - - $ 53,108 - - $ 53,108 Equity Credits Issued - - $ 14,154 - - $ 14,154 |
Schedule of Reconciliation of Fair Value of Asset Liabilities Measured Recurring Basis | A rollforward of the level 3 valuation of these three financial instruments is as follows: Stock Appreciation Rights Plan A Equity Credits Issued Balance at December 31, 2015 $ 53,108 $ 14,154 Change in fair value included in net loss - - Balance at June 30, 2016 $ 53,108 $ 14,154 |
Schedule of Anti-dilutive Per Share Information | Potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Companys net losses and consisted of the following: June 30, 2016 December 31, 2015 Total stock options 11,365 12,397 |
Schedule of Reconciliation of Basic and Diluted Net Income Loss | Net loss per share for each class of common stock is as follows: Net (loss) income per common shares outstanding: Three Months ended June 30, 2016 Three Months ended June 30, 2015 Six Months ended June 30, 2016 Six Months ended June 30, 2015 Class A common stock $ (0.04 ) $ (0.20 ) $ (0.08 ) $ (0.26 ) Class B common stock $ (0.04 ) $ (0.20 ) $ (0.08 ) $ (0.26 ) Class Z common stock $ (0.04 ) $ (0.20 ) $ (0.08 ) $ (0.26 ) Weighted average shares outstanding: Class A common stock 1,342,565 1,317,321 1,340,804 1,314,029 Class B common stock 1,397,462 1,394,706 1,396,718 1,394,623 Class Z common stock 262,631 262,631 262,631 262,631 Total weighted average shares outstanding 3,002,658 2,974,658 3,000,152 2,971,283 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Future Payments of Notes Payable | At June 30, 2016, future annual payments of notes payable are as follows: Amount 2016 $ 42,009 2017 90,449 2018 102,731 2019 74,380 2020 51,540 2021 0 Thereafter 37,458 $ 398,568 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Plan Activity | Stock options outstanding are to purchase Class A common stock, Stock option activities for the six months ended June 30, 2016 are summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2015 12,397 $ 81.15 - $ - Exercised - - - Forfeited (1,032 ) $ 89.86 - - Balance Outstanding June 30, 2016 11,365 $ 80.36 3.37 $ - Exercisable, June 30, 2016 11,365 $ 80.36 3.37 $ - |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk, Customer | Customer concentrations for the six months ended June 30, 2016 and 2015 are as follows: Revenues For the six months ended June 30, 2016 2015 Customer A 29 % 27 % Customer B 14 % * % Customer C * % * % Total 43 % 27 % *Less than 10% Accounts Receivable As of June 30, As of December 31, 2016 2015 Customer A 50 % 31 % Customer B 11 % * % Customer C * % 14 % Total 61 % 45 % * |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information Available with Respect to Reportable Business Segments | Segment information available with respect to these reportable business segments for the three and six months ended June 30, 2016 and 2015 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenues: Product segment $ 1,916,124 $ 1,862,133 $ 3,609,550 $ 4,299,447 Research and development segment $ 293,704 451,216 $ 579,439 1,081,643 Total segment and consolidated revenues $ 2,209,828 2,313,349 $ 4,188,989 5,381,090 Gross profit: Product segment 792,407 783,705 1,550,907 1,814,300 Research and development segment 679 (4,622 ) (26,697 ) 117,421 Total segment and consolidated gross profit 793,086 779,083 1,524,210 1,931,721 Income (loss) from operations Product segment $ 140,509 $ 71,518 $ 305,613 $ 329,786 Research and development segment (72,189 ) (232,956 ) (157,373 ) (298,921 ) Total segment income (loss) 68,320 (161,438 ) 148,240 30,865 Unallocated costs (285,049 ) (369,017 ) (510,243 ) (720,870 ) Total consolidated (loss) income from operations $ (216,729 ) $ (530,455 ) $ (362,003 ) $ (690,005 ) Depreciation and amortization: Product segment $ 34,515 $ 37,857 $ 69,030 $ 75,714 Research and development segment 12,561 12,926 25,226 25,810 Total segment depreciation and amortization 47,076 50,783 94,256 101,524 Unallocated depreciation 12,821 25,643 Total consolidated depreciation and amortization $ 47,076 $ 63,604 $ 94,256 $ 127,167 Capital additions: Product segment $ 4,000 $ 193,895 $ 4,000 $ 224,206 Research and development segment 3,386 3,386 Total segment capital additions $ 4,000 $ 197,281 $ 4,000 $ 227,592 Unallocated capital additions - - Total consolidated capital additions $ 4,000 $ 197,281 $ 4,000 $ 227,592 June 30, 2016 December 31, 2015 Segment tangible assets: Product segment $ 792,602 $ 845,332 Research and development segment 44,418 52,026 Total consolidated tangible assets $ 837,020 $ 897,358 |
Organization and Basis of Pre25
Organization and Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||||||
Net loss | $ 125,691 | $ 582,578 | $ 245,626 | $ 767,970 | $ 1,869,247 | $ 2,370,254 |
Accumulated deficit | 5,589,792 | 5,589,792 | 5,344,166 | |||
Stockholders' deficit | 418,341 | 418,341 | $ 272,335 | |||
Working capital deficit | $ 944,173 | $ 944,173 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Raw materials | $ 890,229 | $ 890,229 | |||
Finished goods amount | 663,706 | 663,706 | |||
Inventory reserve | 198,273 | 198,273 | |||
Impairment charge | |||||
Sales incentives and cooperative advertising reduction of sales | 44,002 | $ 26,225 | 65,791 | 81,693 | |
Shipping and handling costs | 49,759 | 50,384 | 93,803 | 102,022 | |
Research and development expense | 78,850 | 250,353 | 164,613 | 445,555 | |
Advertising costs | $ 10,448 | $ 15,960 | $ 18,431 | $ 33,518 | |
Contingently issuable common stock shares | 37,778 | 37,778 | |||
Minimum [Member] | |||||
Estimated useful lives for property and equipment | 3 years | ||||
Maximum [Member] | |||||
Estimated useful lives for property and equipment | 10 years |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Reconciliation of Fair Value of Level 3 Valuation of Financial Instruments (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Level 1 [Member] | ||
Stock Appreciation Rights Plan A | ||
Equity Credits Issued | ||
Level 2 [Member] | ||
Stock Appreciation Rights Plan A | ||
Equity Credits Issued | ||
Level 3 [Member] | ||
Stock Appreciation Rights Plan A | 53,108 | 53,108 |
Equity Credits Issued | $ 14,154 | $ 14,154 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Reconciliation of Fair Value of Asset Liabilities Measured Recurring Basis (Details) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Stock Appreciation Rights Plan A [Member] | |
Balance at December 31, 2015 | $ 53,108 |
Change in fair value included in net loss | |
Balance at June 30, 2016 | 53,108 |
Equity Credits Issued [Member] | |
Balance at December 31, 2015 | 14,154 |
Change in fair value included in net loss | |
Balance at June 30, 2016 | $ 14,154 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Per Share Information (Details) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Stock Option [Member] | ||
Total stock options | 11,365 | 12,397 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Schedule of Reconciliation of Basic and Diluted Net Income Loss (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Total weighted average shares outstanding | 3,002,658 | 2,974,658 | 3,000,152 | 2,971,283 |
Class A Common Stock [Member] | ||||
Net (loss) income per common shares outstanding | $ (0.04) | $ (0.20) | $ (0.08) | $ (0.26) |
Total weighted average shares outstanding | 1,342,565 | 1,317,321 | 1,340,804 | 1,314,029 |
Class B Common Stock [Member] | ||||
Net (loss) income per common shares outstanding | $ (0.04) | $ (0.20) | $ (0.08) | $ (0.26) |
Total weighted average shares outstanding | 1,397,462 | 1,394,706 | 1,396,718 | 1,394,623 |
Class Z Common Stock [Member] | ||||
Net (loss) income per common shares outstanding | $ (0.04) | $ (0.20) | $ (0.08) | $ (0.26) |
Total weighted average shares outstanding | 262,631 | 262,631 | 262,631 | 262,631 |
Bank Loans and Lines of Revol31
Bank Loans and Lines of Revolving Credit Facility (Details Narrative) - USD ($) | Oct. 31, 2015 | May 01, 2015 | Apr. 30, 2014 | Jun. 30, 2016 | Dec. 31, 2015 |
Revolving credit facility | $ 1,228,601 | $ 1,288,748 | |||
Long term debt weighted average interest rate | 7.70% | ||||
Mackinac Commercial Credit, LLC [Member] | Loan and Security Agreement [Member] | |||||
Debt maturity date | Apr. 4, 2016 | ||||
Increase in borrowing base amount | $ 450,000 | ||||
Borrowing periodic payment | $ 7,500 | ||||
Revolving Credit Line Agreement [Member] | |||||
Available borrowing capacity | $ 271,399 | ||||
Revolving Credit Line Agreement [Member] | Mackinac Commercial Credit, LLC [Member] | |||||
Revolving credit facility | $ 1,500,000 | ||||
Percentage of effective interest rate | 7.00% | ||||
Percentage of late charge of any monthly payment not received | 5.00% | ||||
Percentage of termination premium equal to maximum loan amount | 2.00% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | May 31, 2016 | Feb. 10, 2015 | May 31, 2016 | Jun. 30, 2016 |
Reversed accruals | $ 33,713 | $ 33,713 | ||
Liabilities paid by offset against future royalties gain | 33,511 | |||
Promissory Note [Member] | Former Research Partner [Member] | ||||
Debt instruments interest rate | 5.00% | |||
Principal amount | $ 51,239 | $ 51,239 | ||
Debt principal and interest payable amount | $ 2,000 | |||
Note payable | $ 49,239 | |||
Debt Instrument, Payment Terms | Installment payments include both principal and interest. After an initial payment of $2,000, the note requires payments of $1,000 for eleven months, payments of $2,000 for the following 12 months and monthly payments of $3,000 thereafter until paid in full. | |||
Promissory Note [Member] | Former Research Partner [Member] | Eleven Months Payment [Member] | ||||
Debt principal and interest payable amount | $ 1,000 | |||
Promissory Note [Member] | Former Research Partner [Member] | Twelve Months Payment [Member] | ||||
Debt principal and interest payable amount | 2,000 | |||
Promissory Note [Member] | Former Research Partner [Member] | Installment Thereafter [Member] | ||||
Debt principal and interest payable amount | $ 3,000 | |||
Nanofilm Ltd [Member] | Equipment Note [Member] | ||||
Proceeds from notes payable | $ 373,000 | |||
Advances not to exceed | $ 373,000 | |||
Debt installments equal monthly payments | Equipment Note is payable in 60 equal monthly installments payments | |||
Debt installments payments ending date | Jun. 10, 2020 | |||
Debt instruments interest rate | 4.35% | |||
Principal amount | 297,521 | |||
Four Employees [Member] | Three Promissory Note Agreements [Member] | June and November 2015 [Member] | ||||
Accrued and unpaid deferred salary | 51,807 | |||
Debt principal and interest payable amount | $ 37,457 | |||
Debt maturity year | 2,025 | |||
Four Employees [Member] | Three Promissory Note Agreements [Member] | June and November 2015 [Member] | Minimum [Member] | ||||
Debt instruments interest rate | 2.24% | |||
Four Employees [Member] | One Promissory Note Agreements [Member] | June and November 2015 [Member] | ||||
Debt principal and interest payable amount | $ 14,350 | |||
Debt maturity year | 2,020 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Payments of Notes Payable (Details) | Jun. 30, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,016 | $ 42,009 |
2,017 | 90,449 |
2,018 | 102,731 |
2,019 | 74,380 |
2,020 | 51,540 |
2,021 | 0 |
Thereafter | 37,458 |
Future payments of notes payable Total | $ 398,568 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |||||
Sales to related party | $ 48,604 | $ 32,291 | $ 96,296 | $ 77,118 | |
Accounts receivable - related party | 8,626 | 8,626 | $ 11,984 | ||
Fees and expenses to board member | $ 13,195 | $ 36,000 | 13,195 | $ 72,000 | |
Services and reimburse travel expenses | $ 8,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Apr. 25, 2016 | Feb. 17, 2016 | Jan. 26, 2016 | Dec. 11, 2015 | Aug. 27, 2014 | Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Reserve stock split | each one hundred eighty (180) shares | 180-for-1 | ||||||
Common stock, par value | $ 0.0001 | |||||||
Excess stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock conversion basis description | The rights of each share of Class A common stock, each share of Class B common stock and each share of Class Z common stock are the same with respect to dividends, distributions and rights upon liquidation. | |||||||
Share based compensation amount | $ 41,310 | $ 82,620 | ||||||
Reserved shares of common stock | 234,090 | 234,090 | ||||||
Dr Zvi Yaniv [Member] | ||||||||
Number of shares issued for forfeiture | 37,778 | |||||||
Expected vested exercise price description | All these shares become vested and not subject to forfeiture on the earlier of a change of control of us, Dr. Yanivs death, or if more than 180 days after closing, the average trading price of the shares during a measurement period of ten consecutive trading days reaches certain price thresholds. At an $18.00 price, 5,554 shares vest, with additional tranches of 5,556 shares vesting if the price reaches $27.00, $36.00, $45.00 and $54.00. The last 10,000 shares vest at a $63.00 price threshold. Any shares that have not vested five years after the Effective Date will be forfeited. We also entered into a Piggyback Registration Rights Agreement that will allow Dr. Yaniv, subject to other customary terms and conditions, to register shares that are no longer subject to forfeiture if we are registering our shares. Pursuant to ASC 718-10 and related subsections, these shares were valued on the date of grant of August 27, 2014 at $13.12 per share for a total value of $495,720. | |||||||
Shares vesting period | 5 years | |||||||
Shares granted price per share | $ 13.12 | |||||||
Fair value of shares recongnizesd | $ 495,720 | |||||||
Stock option services period | 3 years | |||||||
Class A Common Stock [Member] | ||||||||
Common stock voting rights | Holders of the Class A common stock are entitled to one vote per share in the election of directors and other matters submitted to a vote of the stockholders. | |||||||
Class B Common Stock [Member] | ||||||||
Common stock conversion basis description | Shares of Class B common stock can be converted, one-for-one, into shares of Class A common stock at any time at the option of the holder. | |||||||
Common stock voting rights | Holders of PEN Class B common stock are entitled to 100 votes per share in the election of directors and other matters submitted to a vote of the stockholders. | |||||||
Class Z Common Stock [Member] | ||||||||
Common stock conversion basis description | Conversion Rights. Shares of Class Z common stock can be converted, one-for-one, into shares of Class A common stock at any time at the option of the holder. | |||||||
Common stock voting rights | Holders of PEN Class Z common stock do not vote in the election of directors or otherwise, but they do have the right to designate a director to the PEN Board, have anti-dilution rights described below and have consent rights with respect to certain amendments to PENs certificate of incorporation. | |||||||
Class A Common Stock [Member] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 7,200,000 | 7,200,000 | 7,200,000 | 7,200,000 | ||||
Class A Common Stock [Member] | Directors [Member] | ||||||||
Number of stock shares issued for service | 2,800 | 1,248 | ||||||
Class B Common Stock [Member] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | ||||
Class B Common Stock [Member] | Directors [Member] | ||||||||
Number of stock shares issued for service | 1,600 | 624 | ||||||
Class Z Common Stock [Member] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 300,000 | 300,000 | 300,000 | 300,000 | ||||
Common Stock [Member] | Directors [Member] | ||||||||
Shares issued price per share | $ 3.20 | |||||||
Class A And B Common Stock [Member] | Directors [Member] | ||||||||
Shares issued price per share | $ 2.50 | |||||||
Number of stock shares issued for service, value | $ 11,000 | $ 6,000 |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Stock Option Plan Activity (Details) - Stock Option [Member] | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Number of Options Shares Outstanding, Beginning balance | shares | 12,397 |
Number of Options Shares Exercised | shares | |
Number of Options Shares, Forfeited | shares | (1,032) |
Number of Options Shares Outstanding, Ending balance | shares | 11,365 |
Number of Options Shares Exercisable Ending balance | shares | 11,365 |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 81.15 |
Weighted-Average Exercise Price, Exercised | $ / shares | |
Weighted-Average Exercise Price, Forfeited | $ / shares | 89.86 |
Weighted-Average Exercise Price, Outstanding, Ending balance | $ / shares | 80.36 |
Weighted-Average Exercise Price, Exercisable Ending balance | $ / shares | $ 80.36 |
Weighted-Average Remaining Contractual Terms (Years), Outstanding | 3 years 4 months 13 days |
Weighted-Average Remaining Contractual Terms (Years), Exercisable | 3 years 4 months 13 days |
Aggregate Intrinsic Value, Share Outstanding | $ | |
Aggregate Intrinsic Value, Share Exercisable | $ |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
FDIC insured levels | |||
Percentage of sales | 10.00% | 10.00% | 10.00% |
Vendor [Member] | Inventory [Member] | |||
Percentage of sales | 41.00% | 53.00% | |
Vendor [Member] | Inventory [Member] | Supplier One [Member] | |||
Percentage of sales | 30.00% | 29.00% | |
Vendor [Member] | Inventory [Member] | Supplier Two [Member] | |||
Percentage of sales | 11.00% | 13.00% | |
Vendor [Member] | Inventory [Member] | Supplier Three [Member] | |||
Percentage of sales | 11.00% | ||
United States [Member] | Sales Revenue, Net [Member] | |||
Percentage of sales | 76.00% | 92.00% | |
Other Geographical Area [Member] | Sales Revenue, Net [Member] | Maximum [Member] | |||
Percentage of sales | 10.00% | 10.00% | |
One Lender [Member] | |||
Revolving note value | $ 1,500,000 |
Concentrations - Concentration
Concentrations - Concentration Risk, Customer (Details) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | ||||
Percentage of revenues | 10.00% | 10.00% | 10.00% | |||
Revenues [Member] | ||||||
Percentage of revenues | 43.00% | 27.00% | ||||
Accounts Receivable [Member] | ||||||
Percentage of revenues | 61.00% | 45.00% | ||||
Customer A [Member] | Revenues [Member] | ||||||
Percentage of revenues | 29.00% | 27.00% | ||||
Customer A [Member] | Accounts Receivable [Member] | ||||||
Percentage of revenues | 50.00% | 31.00% | ||||
Customer B [Member] | Revenues [Member] | ||||||
Percentage of revenues | 14.00% | [1] | ||||
Customer B [Member] | Accounts Receivable [Member] | ||||||
Percentage of revenues | 11.00% | [1] | ||||
Customer C [Member] | Revenues [Member] | ||||||
Percentage of revenues | [1] | |||||
Customer C [Member] | Accounts Receivable [Member] | ||||||
Percentage of revenues | [1] | 14.00% | ||||
[1] | less than 10% |
Concentrations - Concentratio39
Concentrations - Concentration Risk, Customer (Details) (Parenthetical) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |||
Customer concentrations less than percentage | 10.00% | 10.00% | 10.00% |
Equity Credits (Details Narrati
Equity Credits (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Equity Credits | ||
Maximum number of credits available for issuance | 385,000 | |
Number of equity credits shares issued and outstanding | 46,750 | 46,750 |
Equity credit issued and outstanding per credit | $ 0.2761 | $ 0.2761 |
Equity credits outstanding | $ 14,154 | $ 14,154 |
Stock Appreciation Plan (Detail
Stock Appreciation Plan (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Vested stock outstanding | 235,782 | 235,782 |
Accrued redemption value associated with the stock appreciation rights amount | $ 53,108 | $ 53,108 |
Stock Appreciation Rights (SARs) [Member] | ||
Maximum number of stock appreciation granted by board | 1,000,000 | |
Percentage of redemption value to purchase common shares | 70.00% | |
Percentage of remaining distributed in cash to the participant | 30.00% |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) - ReportableSegments | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
Segment Reporting - Segment Inf
Segment Reporting - Segment Information Available with Respect to Reportable Business Segments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Total segment and consolidated revenues | $ 1,916,124 | $ 1,862,133 | $ 3,609,550 | $ 4,299,447 | |
Total segment and consolidated gross profit | 793,086 | 779,083 | 1,524,210 | 1,931,721 | |
Total consolidated income (loss) from operations | (216,728) | (530,455) | (362,002) | (690,005) | |
Total consolidated tangible assets | 807,102 | 807,102 | $ 897,358 | ||
Product Segment [Member] | |||||
Total segment and consolidated revenues | 1,916,124 | 1,862,133 | 3,609,550 | 4,299,447 | |
Total segment and consolidated gross profit | 792,407 | 783,705 | 1,550,907 | 1,814,300 | |
Total segment income (loss) | 140,509 | 71,518 | 305,613 | 329,786 | |
Total segment depreciation and amortization | 34,515 | 37,857 | 69,030 | 75,714 | |
Total segment capital additions | 4,000 | 193,895 | 4,000 | 224,206 | |
Total consolidated tangible assets | 792,602 | 792,602 | 845,332 | ||
Research and Development Segment [Member] | |||||
Total segment and consolidated revenues | 293,704 | 451,216 | 579,439 | 1,081,643 | |
Total segment and consolidated gross profit | 679 | (4,622) | (26,697) | 117,421 | |
Total segment income (loss) | (72,189) | (232,956) | (157,373) | (298,921) | |
Total segment depreciation and amortization | 12,561 | 12,926 | 25,226 | 25,810 | |
Total segment capital additions | 3,386 | 3,386 | |||
Total consolidated tangible assets | 44,418 | 44,418 | 52,026 | ||
Total Segment [Member] | |||||
Total segment and consolidated revenues | 2,209,828 | 2,313,349 | 4,188,989 | 5,381,090 | |
Total segment and consolidated gross profit | 793,086 | 779,083 | 1,524,210 | 1,931,721 | |
Total segment income (loss) | 68,320 | (161,438) | 148,240 | 30,865 | |
Unallocated costs | (285,049) | (369,017) | (510,243) | (720,870) | |
Total consolidated income (loss) from operations | (216,729) | (530,455) | (362,003) | (690,005) | |
Total segment depreciation and amortization | 47,076 | 50,783 | 94,256 | 101,524 | |
Unallocated depreciation | 12,821 | 25,643 | |||
Total consolidated depreciation and amortization | 47,076 | 63,604 | 94,256 | 127,167 | |
Total segment capital additions | 4,000 | 197,281 | 4,000 | 227,592 | |
Unallocated capital additions | |||||
Total consolidated capital additions | 4,000 | $ 197,281 | 4,000 | $ 227,592 | |
Total consolidated tangible assets | $ 837,020 | $ 837,020 | $ 897,358 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | May 23, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Gain on settlement | $ 37,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 25, 2016 | Apr. 25, 2016 | Feb. 17, 2016 |
Class A Common Stock [Member] | Directors [Member] | |||
Number of common stock shares issued for services | 2,800 | 1,248 | |
Class B Common Stock [Member] | Directors [Member] | |||
Number of common stock shares issued for services | 1,600 | 624 | |
Class A And B Common Stock [Member] | Directors [Member] | |||
shares issued price per shares | $ 2.50 | ||
Number of common stock issued for services, value | $ 11,000 | $ 6,000 | |
Subsequent Event [Member] | Class A Common Stock [Member] | Investment Banking [Member] | |||
shares issued price per shares | $ 2.81 | ||
Number of common stock issued for services, value | $ 1,546 | ||
Risk free rate | 1.158% | ||
Annual volatility | 191.60% | ||
Cash fee | $ 2,000 | ||
Warrant term | 5 years | ||
Issued warrants to purchase shares | 712 | ||
Subsequent Event [Member] | Class A Common Stock [Member] | Directors [Member] | |||
Number of common stock shares issued for services | 2,667 | ||
Subsequent Event [Member] | Class A Common Stock [Member] | Private Investor [Member] | |||
Number of common stock shares issued for services | 17,793 | ||
shares issued price per shares | $ 2.81 | ||
Number of common stock issued for services, value | $ 50,000 | ||
Subsequent Event [Member] | Class B Common Stock [Member] | Directors [Member] | |||
Number of common stock shares issued for services | 1,778 | ||
Subsequent Event [Member] | Class A And B Common Stock [Member] | Directors [Member] | |||
shares issued price per shares | $ 2.25 | ||
Number of common stock issued for services, value | $ 10,000 |