Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 16, 2017 | |
Entity Registrant Name | PEN INC. | |
Entity Central Index Key | 891,417 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | PENC | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 1,419,055 | |
Class B Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 1,416,976 | |
Class Z Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 262,631 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash | $ 305,402 | $ 189,128 |
Accounts receivable, net | 919,184 | 722,845 |
Accounts receivable - related party | 32,395 | 10,474 |
Inventory | 1,016,542 | 1,035,499 |
Prepaid expenses and other current assets | 87,499 | 75,080 |
Total Current Assets | 2,361,022 | 2,033,026 |
OTHER ASSETS: | ||
Property, plant and equipment, net | 671,813 | 709,627 |
Other assets | 77,793 | 51,078 |
Total Other Assets | 749,606 | 760,705 |
Total Assets | 3,110,628 | 2,793,731 |
CURRENT LIABILITIES: | ||
Bank revolving line of credit | 1,007,456 | 979,688 |
Current portion of notes payable | 87,994 | 90,449 |
Accounts payable | 1,258,949 | 1,078,527 |
Accounts payable - related parties | 41,887 | 52,887 |
Accrued expenses | 881,776 | 904,166 |
Total Current Liabilities | 3,278,062 | 3,105,717 |
LONG-TERM LIABILITIES: | ||
Notes payable, net of current portion | 264,940 | 266,110 |
Total Long-Term Liabilities | 264,940 | 266,110 |
Total Liabilities | 3,543,002 | 3,371,827 |
Commitments and Contingencies (See Note 11) | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 5,373,078 | 5,321,769 |
Accumulated deficit | (5,805,755) | (5,900,167) |
Total Stockholders' Deficit | (432,374) | (578,096) |
Total Liabilities and Stockholders' Deficit | 3,110,628 | 2,793,731 |
Class A Common Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock value | 137 | 136 |
Class B Common Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock value | 140 | 140 |
Class Z Common Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock value | $ 26 | $ 26 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 1,371,277 | 1,367,431 |
Common stock, shares outstanding | 1,371,277 | 1,367,431 |
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 | 1,404,668 | 1,402,104 |
Common stock, shares outstanding | 1,404,668 | 1,402,104 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
REVENUES: | ||
Products (including related party sales of $53,314 and $47,692 for the three months ended March 31, 2017 and 2016, respectively) | $ 1,996,489 | $ 1,693,426 |
Contract services | 219,861 | 285,735 |
Total Revenues | 2,216,350 | 1,979,161 |
COST OF REVENUES: | ||
Products | 1,035,835 | 934,926 |
Contract services | 247,198 | 313,111 |
Total Cost of Revenues | 1,283,033 | 1,248,037 |
GROSS PROFIT | 933,317 | 731,124 |
OPERATING EXPENSES: | ||
Selling and marketing expenses | 64,727 | 47,369 |
Salaries, wages and related benefits | 300,214 | 413,737 |
Research and development | 68,722 | 85,763 |
Professional fees | 214,254 | 106,358 |
General and administrative expenses | 215,986 | 226,008 |
Total Operating Expenses | 863,903 | 879,235 |
INCOME (LOSS) FROM OPERATIONS | 69,414 | (148,111) |
OTHER (EXPENSE) INCOME: | ||
Interest expense | (25,588) | (28,134) |
Other income, net | 50,586 | 56,310 |
Total Other Income | 24,998 | 28,176 |
NET INCOME (LOSS) | $ 94,412 | $ (119,935) |
NET INCOME (LOSS) PER COMMON SHARE: | ||
Basic | $ 0.03 | $ (0.04) |
Diluted | $ 0.03 | $ (0.04) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic | 3,034,659 | 2,997,646 |
Diluted | 3,034,659 | 2,997,646 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Sales revenue from related parties | $ 53,314 | $ 47,692 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 94,412 | $ (119,935) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Change in inventory obsolescence reserve | 27,204 | 14,012 |
Depreciation and amortization expense | 37,814 | 47,180 |
Amortization of deferred lease incentives | 1,782 | (3,208) |
Gain on sale of property and equipment | (21,866) | |
Stock-based compensation | 51,310 | 47,310 |
Change in operating assets and liabilities: | ||
Accounts receivable | (196,339) | 153,024 |
Accounts receivable - related party | (21,921) | (1,445) |
Inventory | (8,247) | (135,203) |
Prepaid expenses and other assets | (39,134) | 3,118 |
Accounts payable | 180,422 | 16,194 |
Accounts payable - related parties | (11,000) | 58,897 |
Accrued expenses | 34,885 | (128,450) |
Deferred revenue | (21,692) | |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 151,188 | (92,064) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sales of property and equipment | 21,866 | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 21,866 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from bank lines of credit | 1,774,000 | 1,670,000 |
Repayment of bank lines of credit | (1,787,864) | (1,708,512) |
Repayment of bank loans | (18,595) | (18,596) |
Repayment of loan to third party | (2,455) | |
NET CASH USED IN FINANCING ACTIVITIES | (34,914) | (57,108) |
NET INCREASE (DECREASE) IN CASH | 116,274 | (127,306) |
CASH, beginning of year | 189,128 | 262,519 |
CASH, end of period | 305,402 | 135,213 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | 25,588 | 28,134 |
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Reclassification of accrued salary to notes payable - long-term | $ 17,425 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
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 corporation, develops and sells a portfolio of nano-layer coatings, nano-based cleaners, and nano-composite products based on its proprietary technology, and performs nanotechnology product research and development generating revenues through performing contract services. Through our wholly-owned subsidiary, PEN Brands LLC, formerly known as Nanofilm, Ltd., we develop, manufacture and sell consumer and institutional products using nanotechnology to deliver unique performance attributes at the surfaces of a wide variety of substrates. These products are marketed internationally primarily to customers in the optical industry. On May 2, 2017, Nanofilm, Ltd. changed its name to PEN Brands LLC. Through our wholly-owned subsidiary, Applied Nanotech, Inc., we primarily perform design and development services for ourselves and for governmental and private customers. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by US GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited consolidated financial statements of the Company as of March 31, 2017 and for the three months ended March 31, 2017 and 2016. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the operating results for the full year ending December 31, 2017 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2016 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on March 29, 2017. 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 29, 2017, the Company had a net loss of $556,001 and $1,869,247 for the years ended December 31, 2016 and 2015. Additionally, the Company had net income (loss) of $94,412 and $(119,935) for the three months ended March 31, 2017 and 2016, respectively. Additionally, the Company had an accumulated deficit, a stockholders’ deficit and a working capital deficit of $5,805,755, $432,374 and $917,040, respectively, at March 31, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. While the Company achieved profitable operations, management cannot provide assurance that the Company will ultimately sustain profitable operations and remain cash flow positive, or raise additional debt and/or equity capital. During 2016 and continuing in the first quarter of 2017, 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. 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 | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The Company’s consolidated financial statements include the financial statements of its wholly-owned subsidiaries, Applied Nanotech, Inc., PEN Technology LLC, and PEN Brands LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP 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 three months ended March 31, 2017 and 2016 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, 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 entity’s 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 FASB’s 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 March 31, 2017 At December 31, 2016 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Stock appreciation rights Plan A - - $ 54,538 - - $ 53,108 Equity credits issued - - $ 2,278 - - $ 2,278 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, 2016 $ 53,108 $ 2,278 Change in fair value included in net income (loss) 1,430 - Balance at March 31, 2017 $ 54,538 $ 2,278 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. The cash balance included $10,003 which is restricted in its use as it serves as collateral for a credit card. 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 net realizable value. Cost is determined using the first-in, first-out (FIFO) method. At March 31, 2017 and December 31, 2016, inventory consisted of the following: March 31, 2017 December 31, 2016 Raw materials $ 857,017 $ 927,833 Finished goods 417,756 338,643 1,274,773 1,266,528 Less: reserve for obsolescence (258,231 ) (231,027 ) Inventory, net $ 1,016,542 $ 1,035,499 Effective January 1, 2017, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2015-11, “Simplifying the Measurement of Inventory,” (“ASU 2015-11”) which requires an entity to measure most inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The adoption of this standard did not have a material impact on the Company’s unaudited consolidated financial statements. 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 asset’s estimated fair value and its book value. The Company did not record any impairment charge for the three months ended March 31, 2017 and 2016. 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 PEN Brands LLC. ● Reimbursements under agreements to perform contract services related to new products and product development for government agencies and others by our subsidiary, Applied Nanotech. We do not perform 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, graphene foils and thermal management materials. Revenue recognition criteria: ● Net product sales by our subsidiary PEN Brands LLC, are recognized when the product is shipped to the customer and title is transferred. ● Revenue from contract services performed under 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 is 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 it is earned. ● Revenue from contract services performed under 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 Company’s subsidiary Applied Nanotech’s primary business is contract services, not the sale of products. Product sales are generally insignificant in number, and are generally limited to the sale of conductive inks, graphene foils, thermal management materials, samples, proofs of concepts, prototypes, or other items resulting from its contract services. ● 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 March 31, 2017 and 2016, the Company recorded $38,618 and $21,789, respectively, as a reduction of sales related to these costs. 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 charged to customers are included in sales. For the three months ended March 31, 2017 and 2016, shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $44,557 and $44,044, respectively. Research and Development Research and development costs incurred in the development of the Company’s 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. For the three months ended March 31, 2017 and 2016, research and development costs incurred in the development of the Company’s products were $68,722 and $85,763, respectively, and are included in operating expenses on the accompanying unaudited consolidated statements of operations. Advertising Costs The Company participates in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. For the three months ended March 31, 2017 and 2016, advertising costs charged to operations were $5,028 and $7,983, respectively and are included in sales and marketing on the unaudited 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 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. Income (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 income per common share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. As of March 31, 2017, 37,778 contingently issuable common shares that are issuable based on certain market conditions (see Note 6) are not included in the potential dilutive shares in calculating the diluted EPS. Additionally, potentially dilutive common shares consist of common stock options and warrants (using the treasury stock method). During the three months ended March 31, 2017, the Company calculated the potential diluted earnings per share in accordance with ASC 260 and determined that none of its outstanding securities had a dilutive effect. These common stock equivalents may be dilutive in the future . March 31, 2017 December 31, 2016 Stock options 20,370 20,483 Stock warrants 712 712 Restricted stock 37,778 37,778 Total 58,860 58,973 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 income (loss) per common shares outstanding: Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Class A common stock $ 0.03 $ (0.04 ) Class B common stock $ 0.03 $ (0.04 ) Class Z common stock $ 0.03 $ (0.04 ) Weighted average shares outstanding: Class A common stock 1,368,927 1,339,043 Class B common stock 1,403,101 1,395,973 Class Z common stock 262,631 262,630 Total weighted average shares outstanding 3,034,659 2,997,646 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 Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s 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 consumer and institutional products using nanotechnology to deliver unique performance attributes at the surfaces of a wide variety of substrates (the “Product segment”) and (ii) nanotechnology design and development services for our future products and for government and private entities and sales of products developed for third parties (the “Contract services segment”). Recently Issued Accounting Pronouncements In March 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. The adoption of this standard did not have a material impact on the Company’s unaudited consolidated financial statements. There are no other recently issued accounting standards that apply to us or that are expected to have a material impact on our results of operations, financial condition, or cash flows. Reclassifications Certain prior period amounts in the unaudited consolidated financial statements have been reclassified for comparative purposes to conform to the fiscal 2017 presentation. These reclassifications have no impact on the previously reported net loss. |
Revolving Credit Facility
Revolving Credit Facility | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | NOTE 3 – REVOLVING CREDIT FACILITY In April 2014, our subsidiary, PEN Brands LLC entered into a $1,500,000 revolving credit line agreement (the “Revolving Note”) with Mackinac Commercial Credit, LLC (the “Lender”) with draws limited to a borrowing base as defined in the Revolving Note. The unpaid principal balance of this Revolving Note is payable on demand, is secured by all of PEN Brands LLC’s 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. PEN Brands LLC 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, PEN Brands LLC 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 PEN Brands LLC’s obligations to the Lender. On April 4, 2016, the maturity date under the Loan & Security Agreement between PEN Brands LLC and the Lender was automatically extended for a one-year renewal term. Without the Lender’s consent, so long as the obligation remains outstanding, in addition to other covenants as defined in the Revolving Note, PEN Brands LLC shall not a) merge or consolidate with any other company, except for the Combination and shall not suffer a change of control; b) make any 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. On April 3, 2017, PEN Brands LLC and the Lender executed a second amendment to the Revolving Note that extended the maturity date to April 4, 2018, with a one year renewal option. The second amendment also reduced the interest rate to 3.0% above the Prime Rate, as reported in the Wall Street Journal. At March 31, 2017 and December 31, 2016, the Company had $1,007,456 and $979,688, respectively, which includes accrued interest of $17,720 and $17,494, respectively, in amounts outstanding under the Revolving Note with availability of up to $510,264 as of March 31, 2017, depending on the borrowing base at the time of the request for the advance. The weighted average interest rate during the three months ended March 31, 2017 and 2016 was approximately 6.9% and 7.5%, respectively. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4 – NOTES PAYABLE In January 2017, we issued a promissory note in the principal amount of $17,425 to a departing employee representing the amount of his accrued and unpaid salary. The note does not bear interest and is due in January 2027. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 – RELATED PARTY TRANSACTIONS Sales to Related Party During the three months ended March 31, 2017 and 2016, 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 $53,314 and $47,692 for the three months ended March 31, 2017 and 2016, respectively. Accounts receivable from the related party totaled $32,395 and $10,474 at March 31, 2017 and December 31, 2016, respectively. Other A board member is a principal in DHJH Holdings LLC, the firm that provided the services of the Company’s chief financial officer from May 2016 through February 2017. The Company recognized expenses associated with that firm of approximately $11,000 and $0 in fees and expenses during the three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017 and December 31, 2016, the Company included the following within accounts payable to related parties: $22,000 of director fees and $19,887 due to certain of the Company’s executives. See Note 12 - Subsequent Events for details associated with a stock issuance on April 28, 2017 in satisfaction of $19,000 of the accrued director fees. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
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 Company’s common stock at the ratio of 1-for-180 (the “Reverse Stock Split”) and authorized an amendment of the Company’s 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 Company’s (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”). 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 Company’s 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 Stock Issued for Services On February 24, 2017, the Company issued an aggregate of 3,846 shares of Class A common stock and 2,564 shares of Class B common stock to the Company’s directors as payment for their service on the Company’s board. These shares were valued on the date of grant at $1.56 per share based on the quoted price of the stock for a total value of $10,000. Stock Options Stock options outstanding are to purchase Class A common stock. Stock option activities for the three months ended March 31, 2017 are summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2016 20,483 $ 41.77 Exercised - - Expired (113 ) 230.40 Balance Outstanding March 31, 2017 20,370 $ 40.72 3.76 $ - Exercisable, March 31, 2017 10,370 $ 77.28 3.22 $ - 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. Yaniv’s 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 shares 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 Company’s 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 months ended March 31, 2017 and 2016, in connection with the amortization of the fair value of this stock grant, the Company recorded stock-based compensation of $41,310 and $41,310, respectively. At March 31, 2017, there is $68,850 of unamortized stock-based compensation expense to be recognized in future periods through August 2017. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2017 | |
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. Lender Concentration The Company relies on one lender under a $1,500,000 Revolving Note. Customer Concentrations Customer concentrations for the three months ended March 31, 2017 and 2016 are as follows: Revenues For the Three Months Ended March 31, 2017 2016 Customer A 34 % 19 % Customer B 13 % 17 % Customer C * % * % 47 % 36 % * Accounts Receivable As of March 31, 2017 As of December 31, 2016 Customer A 31 % 14 % Customer B 14 % 16 % Customer C 11 % 15 % Total 56 % 45 % A reduction in sales from or loss of such customers would have a material adverse effect on our unaudited consolidated results of operations and financial condition. Geographic Concentrations of Sales For the three months ended March 31, 2017 and 2016, total sales in the United States represent 82% and 73% of total sales, respectively. No other geographical area accounting for more than 10% of total sales during the three months ended March 31, 2017 and 2016. Vendor Concentrations Vendor concentrations for inventory purchases for the three months ended March 31, 2017 and 2016 are as follows: For the Three Months Ended March 31, 2017 2016 Vendor A 33 % 28 % Vendor B 13 % 14 % Vendor C 13 % * % Total 59 % 42 % *Less than 10%. |
Equity Credits
Equity Credits | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity Credits | NOTE 8 – EQUITY CREDITS In 1997, PEN Brands LLC established The Equity Credit Incentive Program. This program enabled select employees the opportunity to purchase equity credits that increase in value based upon an increase in PEN Brands LLC’s revenue over a base year of 1996. Eligible credits can be redeemed after two years at the equity credit value for that year. Under certain circumstances, the equity credits are convertible into PEN Brands LLC equity on a one-for-one basis. During the three months ended March 31, 2017, no equity credits were forfeited and no units were redeemed. As of March 31, 2017 and December 31, 2016, 8,250 equity credits were issued and outstanding with an aggregate redemption value of $2,278. At March 31, 2017 and December 31, 2016, $2,278 was accrued, and included in accrued expenses, representing the redemption value associated with the equity credits outstanding. 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 | 3 Months Ended |
Mar. 31, 2017 | |
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, PEN Brands LLC 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 PEN Brands LLC. 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 March 31, 2017 and December 31, 2016. 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 PEN Brands LLC. 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 $54,538 and $53,108, at March 31, 2017 and December 31, 2016, 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 | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 10 – SEGMENT REPORTING The Company’s 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 Company’s internal organization. The Company’s two reportable segments for the three months ended March 31, 2017 and 2016 were (i) the Product segment and (ii) the Contract services segment (formerly the research and development segment). The Company’s 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 Company’s management organization structure as of March 31, 2017 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 segment’s 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 months ended March 31, 2017 and 2016 was as follows: Three Months Ended March 31, 2017 2016 Revenues: Product segment $ 1,996,489 $ 1,693,426 Contract services segment 219,861 285,735 Total segment and consolidated revenues $ 2,216,350 $ 1,979,161 Gross profit (loss): Product segment $ 960,654 $ 758,500 Contract services segment (27,337 ) (27,376 ) Total segment and consolidated gross profit $ 933,317 $ 731,124 Income (loss) from operations Product segment $ 399,348 $ 165,104 Contract services segment (79,114 ) (85,184 ) Total segment income (loss) 320,234 79,920 Unallocated costs (250,820 ) (228,031 ) Total consolidated income (loss) from operations $ 69,414 $ (148,111 ) Depreciation and amortization: Product segment $ 32,733 $ 34,515 Contract services segment 5,081 12,665 Total segment depreciation and amortization 37,814 47,180 Unallocated depreciation - - Total consolidated depreciation and amortization $ 37,814 $ 47,180 Capital additions: Product segment $ - $ - Contract services segment - - Total segment capital additions $ - $ - Unallocated capital additions - - Total consolidated capital additions $ - $ - March 31, 2017 December 31, 2016 Segment total assets: Product segment $ 2,892,214 $ 2,577,034 Contract services segment 132,598 146,193 Corporate 85,816 70,504 Total consolidated total assets $ 3,110,628 $ 2,793,731 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 – COMMITMENTS AND CONTINGENCIES Equity Credits Equity credits may become convertible into an unknown amount of capital stock of the Company to be determined by the Company’s 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 The Company may be, from time to time, subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business. We are not currently a defendant in any proceedings. Our policy is to accrue costs for contingent liabilities, including legal proceedings or unasserted claims that may result in legal proceedings, when a liability is probable and the amount can be reasonably estimated. As of March 31, 2017 the Company has not accrued any amount for litigation contingencies. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 – SUBSEQUENT EVENTS On April 28, 2017, the Company issued an aggregate of 10,000 shares of Class A common stock and 12,308 shares of Class B common stock to the Company’s directors as payment for their service on the Company’s board. The shares issued included 7,692 shares as compensation for attendance at the meeting on that date and the rest were issued in payment of $19,000 in accrued director fees from a prior year. These shares are valued were valued on the date of grant of April 28, 2017 at $1.30 per share based on the quoted price of the stock for a total value of $29,000. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated financial statements include the financial statements of its wholly-owned subsidiaries, Applied Nanotech, Inc., PEN Technology LLC, and PEN Brands LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP 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 three months ended March 31, 2017 and 2016 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, 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 entity’s 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 FASB’s 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 March 31, 2017 At December 31, 2016 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Stock appreciation rights Plan A - - $ 54,538 - - $ 53,108 Equity credits issued - - $ 2,278 - - $ 2,278 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, 2016 $ 53,108 $ 2,278 Change in fair value included in net income (loss) 1,430 - Balance at March 31, 2017 $ 54,538 $ 2,278 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. The cash balance included $10,003 which is restricted in its use as it serves as collateral for a credit card. |
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 net realizable value. Cost is determined using the first-in, first-out (FIFO) method. At March 31, 2017 and December 31, 2016, inventory consisted of the following: March 31, 2017 December 31, 2016 Raw materials $ 857,017 $ 927,833 Finished goods 417,756 338,643 1,274,773 1,266,528 Less: reserve for obsolescence (258,231 ) (231,027 ) Inventory, net $ 1,016,542 $ 1,035,499 Effective January 1, 2017, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2015-11, “Simplifying the Measurement of Inventory,” (“ASU 2015-11”) which requires an entity to measure most inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The adoption of this standard did not have a material impact on the Company’s unaudited consolidated financial statements. |
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 asset’s estimated fair value and its book value. The Company did not record any impairment charge for the three months ended March 31, 2017 and 2016. |
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 PEN Brands LLC. ● Reimbursements under agreements to perform contract services related to new products and product development for government agencies and others by our subsidiary, Applied Nanotech. We do not perform 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, graphene foils and thermal management materials. Revenue recognition criteria: ● Net product sales by our subsidiary PEN Brands LLC, are recognized when the product is shipped to the customer and title is transferred. ● Revenue from contract services performed under 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 is 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 it is earned. ● Revenue from contract services performed under 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 Company’s subsidiary Applied Nanotech’s primary business is contract services, not the sale of products. Product sales are generally insignificant in number, and are generally limited to the sale of conductive inks, graphene foils, thermal management materials, samples, proofs of concepts, prototypes, or other items resulting from its contract services. ● 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 March 31, 2017 and 2016, the Company recorded $38,618 and $21,789, respectively, as a reduction of sales related to these costs. |
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 charged to customers are included in sales. For the three months ended March 31, 2017 and 2016, shipping and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $44,557 and $44,044, respectively. |
Research and Development | Research and Development Research and development costs incurred in the development of the Company’s 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. For the three months ended March 31, 2017 and 2016, research and development costs incurred in the development of the Company’s products were $68,722 and $85,763, respectively, and are included in operating expenses on the accompanying unaudited consolidated statements of operations. |
Advertising Costs | Advertising Costs The Company participates in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. For the three months ended March 31, 2017 and 2016, advertising costs charged to operations were $5,028 and $7,983, respectively and are included in sales and marketing on the unaudited 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 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. |
Income (Loss) Per Share of Common Stock | Income (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 income per common share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. As of March 31, 2017, 37,778 contingently issuable common shares that are issuable based on certain market conditions (see Note 6) are not included in the potential dilutive shares in calculating the diluted EPS. Additionally, potentially dilutive common shares consist of common stock options and warrants (using the treasury stock method). During the three months ended March 31, 2017, the Company calculated the potential diluted earnings per share in accordance with ASC 260 and determined that none of its outstanding securities had a dilutive effect. These common stock equivalents may be dilutive in the future . March 31, 2017 December 31, 2016 Stock options 20,370 20,483 Stock warrants 712 712 Restricted stock 37,778 37,778 Total 58,860 58,973 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 income (loss) per common shares outstanding: Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Class A common stock $ 0.03 $ (0.04 ) Class B common stock $ 0.03 $ (0.04 ) Class Z common stock $ 0.03 $ (0.04 ) Weighted average shares outstanding: Class A common stock 1,368,927 1,339,043 Class B common stock 1,403,101 1,395,973 Class Z common stock 262,631 262,630 Total weighted average shares outstanding 3,034,659 2,997,646 |
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 Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s 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 consumer and institutional products using nanotechnology to deliver unique performance attributes at the surfaces of a wide variety of substrates (the “Product segment”) and (ii) nanotechnology design and development services for our future products and for government and private entities and sales of products developed for third parties (the “Contract services segment”). |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 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. The adoption of this standard did not have a material impact on the Company’s unaudited consolidated financial statements. There are no other recently issued accounting standards that apply to us or that are expected to have a material impact on our results of operations, financial condition, or cash flows. |
Reclassifications | Reclassifications Certain prior period amounts in the unaudited consolidated financial statements have been reclassified for comparative purposes to conform to the fiscal 2017 presentation. These reclassifications have no impact on the previously reported net loss |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 At December 31, 2016 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Stock appreciation rights Plan A - - $ 54,538 - - $ 53,108 Equity credits issued - - $ 2,278 - - $ 2,278 |
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, 2016 $ 53,108 $ 2,278 Change in fair value included in net income (loss) 1,430 - Balance at March 31, 2017 $ 54,538 $ 2,278 |
Schedule of Inventory | Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method. At March 31, 2017 and December 31, 2016, inventory consisted of the following: March 31, 2017 December 31, 2016 Raw materials $ 857,017 $ 927,833 Finished goods 417,756 338,643 1,274,773 1,266,528 Less: reserve for obsolescence (258,231 ) (231,027 ) Inventory, net $ 1,016,542 $ 1,035,499 |
Schedule of Anti-dilutive Per Share Information | Potentially dilutive common shares were excluded from the computation of diluted income (loss) per share as they would have an anti-dilutive impact on the Company’s net income (loss) and consisted of the following: March 31, 2017 December 31, 2016 Stock options 20,370 20,483 Stock warrants 712 712 Restricted stock 37,778 37,778 Total 58,860 58,973 |
Schedule of Reconciliation of Basic and Diluted Net Income Loss | Net loss per share for each class of common stock is as follows: Net income (loss) per common shares outstanding: Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Class A common stock $ 0.03 $ (0.04 ) Class B common stock $ 0.03 $ (0.04 ) Class Z common stock $ 0.03 $ (0.04 ) Weighted average shares outstanding: Class A common stock 1,368,927 1,339,043 Class B common stock 1,403,101 1,395,973 Class Z common stock 262,631 262,630 Total weighted average shares outstanding 3,034,659 2,997,646 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 three months ended March 31, 2017 are summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2016 20,483 $ 41.77 Exercised - - Expired (113 ) 230.40 Balance Outstanding March 31, 2017 20,370 $ 40.72 3.76 $ - Exercisable, March 31, 2017 10,370 $ 77.28 3.22 $ - |
Concentrations (Tables)
Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Concentration Risk, Customer | Customer concentrations for the three months ended March 31, 2017 and 2016 are as follows: Revenues For the Three Months Ended March 31, 2017 2016 Customer A 34 % 19 % Customer B 13 % 17 % Customer C * % * % 47 % 36 % * Accounts Receivable As of March 31, 2017 As of December 31, 2016 Customer A 31 % 14 % Customer B 14 % 16 % Customer C 11 % 15 % Total 56 % 45 % |
Vendor B [Member] | |
Concentration Risk, Customer | Vendor concentrations for inventory purchases for the three months ended March 31, 2017 and 2016 are as follows: For the Three Months Ended March 31, 2017 2016 Vendor A 33 % 28 % Vendor B 13 % 14 % Vendor C 13 % * % Total 59 % 42 % *Less than 10%. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 months ended March 31, 2017 and 2016 was as follows: Three Months Ended March 31, 2017 2016 Revenues: Product segment $ 1,996,489 $ 1,693,426 Contract services segment 219,861 285,735 Total segment and consolidated revenues $ 2,216,350 $ 1,979,161 Gross profit (loss): Product segment $ 960,654 $ 758,500 Contract services segment (27,337 ) (27,376 ) Total segment and consolidated gross profit $ 933,317 $ 731,124 Income (loss) from operations Product segment $ 399,348 $ 165,104 Contract services segment (79,114 ) (85,184 ) Total segment income (loss) 320,234 79,920 Unallocated costs (250,820 ) (228,031 ) Total consolidated income (loss) from operations $ 69,414 $ (148,111 ) Depreciation and amortization: Product segment $ 32,733 $ 34,515 Contract services segment 5,081 12,665 Total segment depreciation and amortization 37,814 47,180 Unallocated depreciation - - Total consolidated depreciation and amortization $ 37,814 $ 47,180 Capital additions: Product segment $ - $ - Contract services segment - - Total segment capital additions $ - $ - Unallocated capital additions - - Total consolidated capital additions $ - $ - March 31, 2017 December 31, 2016 Segment total assets: Product segment $ 2,892,214 $ 2,577,034 Contract services segment 132,598 146,193 Corporate 85,816 70,504 Total consolidated total assets $ 3,110,628 $ 2,793,731 |
Organization and Basis of Pre24
Organization and Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||||
Net loss | $ 94,412 | $ (119,935) | $ (556,001) | $ (1,869,247) |
Accumulated deficit | 5,805,755 | 5,900,167 | ||
Stockholders' deficit | (432,374) | $ (578,096) | ||
Working capital deficit | $ 917,040 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restricted cash | $ 10,003 | |
Sales incentives and cooperative advertising reduction of sales | 38,618 | $ 21,789 |
Shipping and handling costs | 44,557 | 44,044 |
Research and development expense | 68,722 | 85,763 |
Advertising expense | $ 5,028 | $ 7,983 |
Contingently issuable common stock shares | 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 Accoun26
Summary of Significant Accounting Policies - Schedule of Reconciliation of Fair Value of Level 3 Valuation of Financial Instruments (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
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 | 54,538 | 53,108 |
Equity credits issued | $ 2,278 | $ 2,278 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Reconciliation of Fair Value of Asset Liabilities Measured Recurring Basis (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Stock Appreciation Rights Plan A [Member] | |
Balance | $ 53,108 |
Change in fair value included in net income (loss) | 1,430 |
Balance | 54,538 |
Equity Credits Issued [Member] | |
Balance | 2,278 |
Change in fair value included in net income (loss) | |
Balance | $ 2,278 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Raw materials | $ 857,017 | $ 927,833 |
Finished goods | 417,756 | 338,643 |
Inventory, gross | 1,274,773 | 1,266,528 |
Less: reserve for obsolescence | (258,231) | (231,027) |
Inventory, net | $ 1,016,542 | $ 1,035,499 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Per Share Information (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Total stock options | 58,860 | 58,973 |
Restricted Stock [Member] | ||
Total stock options | 37,778 | 37,778 |
Stock Options [Member] | ||
Total stock options | 20,370 | 20,483 |
Stock Warrants [Member] | ||
Total stock options | 712 | 712 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Schedule of Reconciliation of Basic and Diluted Net Income Loss (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Total weighted average shares outstanding | 3,034,659 | 2,997,646 |
Class A Common Stock [Member] | ||
Net income (loss) per common shares outstanding | $ 0.03 | $ (0.04) |
Total weighted average shares outstanding | 1,368,927 | 1,339,043 |
Class B Common Stock [Member] | ||
Net income (loss) per common shares outstanding | $ 0.03 | $ (0.04) |
Total weighted average shares outstanding | 1,403,101 | 1,395,973 |
Class Z Common Stock [Member] | ||
Net income (loss) per common shares outstanding | $ 0.03 | $ (0.04) |
Total weighted average shares outstanding | 262,631 | 262,630 |
Revolving Credit Facility (Deta
Revolving Credit Facility (Details Narrative) - USD ($) | Oct. 31, 2015 | May 01, 2015 | Apr. 30, 2014 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Revolving credit facility | $ 1,007,456 | $ 979,688 | ||||
Accrued interest | $ 17,720 | $ 17,494 | ||||
Long term debt weighted average interest rate | 6.90% | 7.50% | ||||
PEN Brands LLC [Member] | April 3, 2017 [Member] | ||||||
Percentage of effective interest rate | 3.00% | |||||
Debt maturity date | Apr. 4, 2018 | |||||
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 | $ 510,264 | |||||
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) - Departing Employee [Member] | 1 Months Ended |
Jan. 31, 2017USD ($) | |
Proceeds from notes payable | $ 17,425 |
Debt instruments interest rate | 0.00% |
Debt maturity year | due in January 2027 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Apr. 28, 2017 | Dec. 31, 2016 | |
Sales to the related party | $ 53,314 | $ 47,692 | ||
Accounts receivable - related party | 32,395 | $ 10,474 | ||
Director fees | $ 19,000 | |||
DHJH Holdings LLC [Member] | May 2016 through February 2017 [Member] | ||||
Fees and expenses to board member | 11,000 | $ 0 | ||
Director [Member] | ||||
Payment to related party | 22,000 | 22,000 | ||
Executives [Member] | ||||
Payment to related party | $ 19,887 | $ 19,887 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Feb. 24, 2017 | Jan. 26, 2016 | Dec. 11, 2015 | Aug. 27, 2014 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Reverse stock split | each one hundred eighty (180) shares | ratio of 1-for-180 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Excess stock shares authorized | 10,000,000 | ||||||
Common stock, shares authorized | 10,000,000 | ||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Preferred stock, par value | $ 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 | $ 41,310 | |||||
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 of the August 27, 2014 reverse merger, 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 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 shares for a total value of $495,720. | ||||||
Shares vesting period | 5 years | ||||||
Shares granted price per share | $ 13.12 | ||||||
Fair value of shares recognized | $ 495,720 | ||||||
Stock option services period | 3 years | ||||||
Restricted Stock Agreement [Member] | |||||||
Unamortized stock-based compensation expense to be recognized in future periods | $ 68,850 | ||||||
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 PEN’s certificate of incorporation | ||||||
Class A Common Stock [Member] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 7,200,000 | 7,200,000 | 7,200,000 | ||||
Class A Common Stock [Member] | Directors [Member] | |||||||
Number of stock shares issued for service | 3,846 | ||||||
Class B Common Stock [Member] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 2,500,000 | 2,500,000 | 2,500,000 | ||||
Class B Common Stock [Member] | Directors [Member] | |||||||
Number of stock shares issued for service | 2,564 | ||||||
Class Z Common Stock [Member] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 300,000 | 300,000 | 300,000 | ||||
Class A And B Common Stock [Member] | Directors [Member] | |||||||
Shares issued price per share | $ 1.56 | ||||||
Number of stock shares issued for service, value | $ 10,000 |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Stock Option Plan Activity (Details) - Stock Option [Member] | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Number of Options Shares Outstanding, Beginning balance | shares | 20,483 |
Number of Options Shares Exercised | shares | |
Number of Options Shares, Expired | shares | (113) |
Number of Options Shares Outstanding, Ending balance | shares | 20,370 |
Number of Options Shares Exercisable Ending balance | shares | 10,370 |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 41.77 |
Weighted-Average Exercise Price, Exercised | $ / shares | |
Weighted-Average Exercise Price, Expired | $ / shares | 230.40 |
Weighted-Average Exercise Price, Outstanding, Ending balance | $ / shares | 40.72 |
Weighted-Average Exercise Price, Exercisable Ending balance | $ / shares | $ 77.28 |
Weighted-Average Remaining Contractual Terms (Years), Outstanding | 3 years 9 months 3 days |
Weighted-Average Remaining Contractual Terms (Years), Exercisable | 3 years 2 months 19 days |
Aggregate Intrinsic Value, Share Outstanding | $ | |
Aggregate Intrinsic Value, Share Exercisable | $ |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Percentage of sales | 10.00% | |
United States [Member] | Sales Revenue, Net [Member] | ||
Percentage of sales | 82.00% | 73.00% |
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) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |||
Percentage of revenues | 10.00% | ||||
Revenues [Member] | |||||
Percentage of revenues | 47.00% | 36.00% | |||
Accounts Receivable [Member] | |||||
Percentage of revenues | 56.00% | 45.00% | |||
Customer A [Member] | Revenues [Member] | |||||
Percentage of revenues | 34.00% | 19.00% | |||
Customer A [Member] | Accounts Receivable [Member] | |||||
Percentage of revenues | 31.00% | 14.00% | |||
Customer B [Member] | Revenues [Member] | |||||
Percentage of revenues | 13.00% | 17.00% | |||
Customer B [Member] | Accounts Receivable [Member] | |||||
Percentage of revenues | 14.00% | 16.00% | |||
Customer C [Member] | Revenues [Member] | |||||
Percentage of revenues | [1] | 0.00% | 0.00% | ||
Customer C [Member] | Accounts Receivable [Member] | |||||
Percentage of revenues | 11.00% | 15.00% | |||
Vendor A [Member] | |||||
Percentage of revenues | 33.00% | 28.00% | |||
Vendor B [Member] | |||||
Percentage of revenues | 13.00% | 14.00% | |||
Vendor C [Member] | |||||
Percentage of revenues | 13.00% | 0.00% | [1] | ||
Vendor [Member] | |||||
Percentage of revenues | 59.00% | 42.00% | |||
[1] | Less than 10% |
Concentrations - Concentratio38
Concentrations - Concentration Risk, Customer (Details) (Parenthetical) | 3 Months Ended |
Mar. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration risk, percentage | 10.00% |
Equity Credits (Details Narrati
Equity Credits (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Number of equity credits shares issued and outstanding | 8,250 | 8,250 |
Stock redeemed value | $ 2,278 | $ 2,278 |
Equity credits outstanding | $ 2,278 | $ 2,278 |
Stock Appreciation Plan (Detail
Stock Appreciation Plan (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Vested stock outstanding | 235,782 | 235,782 |
Accrued redemption value associated with the stock appreciation rights amount | $ 54,538 | $ 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 | |
Mar. 31, 2017 | Mar. 31, 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 | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Total segment and consolidated revenues | $ 1,996,489 | $ 1,693,426 | |
Total segment and consolidated gross profit | 933,317 | 731,124 | |
Total consolidated income (loss) from operations | 69,414 | (148,111) | |
Total consolidated total assets | 671,813 | $ 709,627 | |
Product Segment [Member] | |||
Total segment and consolidated revenues | 1,996,489 | 1,693,426 | |
Total segment and consolidated gross profit | 960,654 | 758,500 | |
Total segment income (loss) | 399,348 | 165,104 | |
Total segment depreciation and amortization | 32,733 | 34,515 | |
Total segment capital additions | |||
Total consolidated total assets | 2,892,214 | 2,577,034 | |
Contract Services Segment [Member] | |||
Total segment and consolidated revenues | 219,861 | 285,735 | |
Total segment and consolidated gross profit | (27,337) | (27,376) | |
Total segment income (loss) | (79,114) | (85,184) | |
Total segment depreciation and amortization | 5,081 | 12,665 | |
Total segment capital additions | |||
Total consolidated total assets | 132,598 | 146,193 | |
Total Segment [Member] | |||
Total segment and consolidated revenues | 2,216,350 | 1,979,161 | |
Total segment and consolidated gross profit | 933,317 | 731,124 | |
Total segment income (loss) | 320,234 | 79,920 | |
Unallocated expenses | (250,820) | (228,031) | |
Total consolidated income (loss) from operations | 69,414 | (148,111) | |
Total segment depreciation and amortization | 37,814 | 47,180 | |
Unallocated depreciation | |||
Total consolidated depreciation and amortization | 37,814 | 47,180 | |
Total segment capital additions | |||
Unallocated capital additions | |||
Total consolidated capital additions | |||
Total consolidated total assets | 3,110,628 | 2,793,731 | |
Corporate [Member] | |||
Total consolidated total assets | $ 85,816 | $ 70,504 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 28, 2017 | Feb. 24, 2017 |
Class A Common Stock [Member] | Directors [Member] | ||
Number of common stock shares issued for services | 3,846 | |
Class B Common Stock [Member] | Directors [Member] | ||
Number of common stock shares issued for services | 2,564 | |
Subsequent Event [Member] | ||
Number of shares issued as compensation | 7,692 | |
Accrued director fees | $ 19,000 | |
Subsequent Event [Member] | Class A Common Stock [Member] | Directors [Member] | ||
Number of common stock shares issued for services | 10,000 | |
Subsequent Event [Member] | Class B Common Stock [Member] | Directors [Member] | ||
Number of common stock shares issued for services | 12,308 | |
Subsequent Event [Member] | Class A And B Common Stock [Member] | Directors [Member] | ||
Shares issued price per shares | $ 1.30 | |
Number of common stock issued for services | $ 29,000 |