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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2024

 

OR

 

TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

Commission File Number: 001-31540

 

FLEXIBLE SOLUTIONS INTERNATIONAL INC.

(Exact Name of registrant as Specified in Its Charter)

 

Alberta   71-1630889
(State or other jurisdiction of   (Employer
incorporation or organization)   Identification No.)

 

6001 54 Ave.    
Taber, Alberta, Canada   T1G 1X4
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number: (403) 223-2995

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   FSI   NYSE American

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
   
Non-accelerated filer Smaller reporting company
   
Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ Yes No

 

Class of Stock   No. Shares Outstanding   Date
Common   12,450,532   May 15, 2024

 

 

 

 
 

 

FORM 10-Q

 

Index

 

PART I. FINANCIAL INFORMATION 3
       
Item 1. Financial Statements. 3
       
  (a) Unaudited Condensed Interim Consolidated Balance Sheets at March 31, 2024 and December 31, 2023. 3
       
  (b) Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2024 and 2023. 4
       
  (c) Unaudited Condensed Interim Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023. 5
       
  (d) Unaudited Condensed Interim Consolidated Statements of Stockholders’ Equity for the Three a Months Ended March 31, 2024 and 2023. 6
       
  (e) Notes to Unaudited Condensed Interim Consolidated Financial Statements for the Period Ended March 31, 2024. 7
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation. 23
       
Item 4. Controls and Procedures. 25
       
PART II. OTHER INFORMATION 25
       
Item 5. Other Information. 25
       
Item 6. Exhibits. 25
       
SIGNATURES 26

 

 1 
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for the purposes of the federal and state securities laws, including, but not limited to: any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

 

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

 

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include but are not limited to:

 

  Increased competitive pressures from existing competitors and new entrants;
     
  Increases in interest rates or our cost of borrowing or a default under any material debt agreement;
     
  Deterioration in general or regional economic conditions;
     
  Adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
     
  Loss of customers or sales weakness;
     
  Inability to achieve future sales levels or other operating results;
     
  The unavailability of funds for capital expenditures;
     
  Operational inefficiencies in distribution or other systems; and
     
  New tariffs relating to raw materials imported from China.

 

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

 2 
 

 

PART I FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

(U.S. Dollars)

 

   March 31, 2024   December 31, 2023 
   (Unaudited)     
Assets          
Current          
Cash  $5,302,954   $5,017,583 
Term deposits (Note 2)   3,023,757    2,690,241 
Accounts receivable, net (Note 4)   12,992,543    9,843,056 
Inventories (Note 5)   10,459,256    11,134,889 
Prepaid expenses and deposits   741,495    1,540,923 
Total current assets   32,520,005    30,226,692 
Property, equipment and leaseholds, net (Note 6)   13,267,240    13,171,787 
Right of use assets (Note 3)   -    115,293 
Intangible assets (Note 7)   2,240,000    2,280,000 
Long term deposits (Note 8)   840,592    824,254 
Investments (Note 9)   5,889,161    6,033,960 
Goodwill (Note 7)   2,534,275    2,534,275 
Deferred tax asset (Note 2)   284,794    284,794 
Total Assets  $57,576,067   $55,471,055 
           
Liabilities          
Current          
Accounts payable  $1,397,915   $1,984,592 
Accrued liabilities   699,005    284,131 
Deferred revenue   131,827    148,292 
Income taxes payable   4,749,391    4,485,213 
Short term line of credit (Note 10)   3,259,935    1,810,479 
Current portion of lease liability (Note 3)   -    59,520 
Current portion of long term debt (Note 11)   1,665,440    1,281,632 
Total current liabilities   11,903,513    10,053,859 
Lease liability (Note 3)   -    55,773 
Deferred income tax liability (Note 2)   260,047    260,047 
Long term debt (Note 11)   6,321,396    6,833,304 
Total Liabilities   18,484,956    17,202,983 
           
Stockholders’ Equity          
Capital stock (Note 13)          
Authorized: 50,000,000 common shares with a par value of $0.001 each; 1,000,000 preferred shares with a par value of $0.01 each          
Issued and outstanding:          
12,450,532 (December 31, 2023: 12,432,523) common shares   12,451    12,436 
           
Capital in excess of par value   18,211,607    17,932,015 
Other comprehensive loss   (767,923)   (795,146)
Accumulated earnings   18,510,277    18,053,051 
Total stockholders’ equity – controlling interest   35,966,412    35,202,356 
Non-controlling interests (Note 14)   3,124,699    3,065,716 
Total Stockholders’ Equity   39,091,111    38,268,072 
Total Liabilities and Stockholders’ Equity  $57,576,067   $55,471,055 

 

— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —

 

 3 
 

 

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(U.S. Dollars — Unaudited)

 

   2024   2023 
   Three Months Ended March 31, 
   2024   2023 
Sales  $9,224,872   $9,847,517 
Cost of sales   6,404,505    6,762,525 
Gross profit   2,820,367    3,084,992 
           
Operating Expenses          
Wages   651,158    671,692 
Administrative salaries and benefits   417,859    393,014 
Insurance   244,260    201,530 
Interest expense   175,266    134,870 
Office and miscellaneous   157,623    98,846 
Research   126,654    21,502 
Consulting   99,921    62,977 
Utilities   73,676    7,487 
Advertising and promotion   66,949    48,398 
Travel   66,261    61,652 
Professional fees   60,995    62,767 
Investor relations and transfer agent fee   39,304    89,892 
Lease expense   30,150    25,295 
Telecommunications   13,532    12,578 
Shipping   7,829    4,666 
Currency exchange   (1,635)   2,576 
Commissions   -    2,985 
Total operating expenses   2,229,802    1,902,727 
           
Operating income   590,565    1,182,265 
           
Loss on lease termination   (41,350)   - 
Gain on investment   182,975    69,995 
Interest income   48,197    12,011 
Income before income tax   780,387    1,264,271 
           
Income taxes          
Income tax expense   (264,178)   (299,777)
Net income for the period including non-controlling interests   516,209    964,494 
Less: Net income attributable to non-controlling interests   (58,983)   (80,125)
Net income attributable to controlling interest  $457,226   $884,369 
Income per share (basic and diluted)  $0.04   $0.07 
           
Weighted average number of common shares (basic)   12,449,699    12,432,914 
Weighted average number of common shares (diluted)   12,449,699    12,532,404 
Other comprehensive income (loss):          
Net income   516,209    964,494 
Unrealized income (loss) on foreign currency translations   27,223    (167,239)
Total comprehensive income  $543,432   $797,255 
Comprehensive income – non-controlling interest   (58,983)   (80,125)
Comprehensive income attributable to Flexible Solutions International Inc.  $484,449   $717,130 

 

— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —

 

 4 
 

 

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. Dollars — Unaudited)

 

   2024   2023 
   Three Months Ended March 31, 
   2024   2023 
         
Operating activities          
Net income for the period including non-controlling interests  $516,209   $964,494 
Adjustments to reconcile net income to net cash:          
Stock based compensation   253,357    185,298 
Depreciation and amortization   422,669    342,810 
Lease right of use amortization   13,694    12,775 
Lease right of use financing   1,186    1,745 
Loss on terminating lease   41,350      
Gain on investment   (182,975)   (69,995)
           
Changes in non-cash working capital items:          
(Increase) decrease in accounts receivable   (3,149,487)   (1,383,671)
Decrease in inventory   675,633    39,607 
Decrease (increase) in prepaid expenses   799,428    (21,497)
(Decrease) increase in accounts payable and accrued liabilities   (171,028)   (179,149)
Increase in income taxes payable   264,178    152,577 
Decrease in deferred revenue   (16,465)   (273,223)
           
Cash used in operating activities   (532,251)   (228,229)
           
Investing activities          
Long term deposits   (21,778)   (342,747)
Net purchase of property, equipment and leaseholds   (478,123)   (213,060)
Proceeds of equity investment   327,000    - 
           
Cash used in investing activities   (172,901)   (555,807)
           
Financing activities          
Draw from short term line of credit   1,449,456    844,913 
Repayment of long term debt   (185,916)   (177,639)
Proceeds of long term debt   57,816    - 
Lease payments   (50,790)   (14,520)
Proceeds from issuance of common stock   26,250    13,600 
           
Cash used in financing activities   1,296,816    666,354 
           
Effect of exchange rate changes on cash   27,223    (167,239)
           
Inflow (outflow) of cash   618,887    (284,921)
Cash, beginning   7,707,824    6,815,099 
           
Cash, ending  $8,326,711   $6,530,178 
           
Cash consists of:          
Cash  $5,302,954   $5,530,178 
Term Deposits   3,023,757    1,000,000 
Cash resources  $8,326,711   $6,530,178 

 

— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —

 

 5 
 

 

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

CONDENSED INTERIM Consolidated Statements of Stockholders’ Equity

(U.S. Dollars – Unaudited)

 

   Shares  

Par

Value

  

Capital in

Excess of

Par Value

  

Accumulated

Earnings

  

Other

Comprehensive

Income
(Loss)

   Total  

Non-

Controlling Interests

  

Total

Stockholders’

Equity

 
                                 
Balance December 31, 2023   12,435,532   $12,436   $17,932,015   $18,053,051   $(795,146)  $35,202,356   $3,065,716   $38,268,072 
Translation adjustment                   27,223    27,223        27,223 
Net income               457,226        457,226    58,983    516,209 
Common stock issued   15,000    15    26,235            26,250        26,250 
Stock-based compensation           253,357            253,357        253,357 
                                         
Balance March 31, 2024   12,450,532   $12,451   $18,211,607   $18,510,277   $(767,923)  $35,966,412   $3,124,699   $39,091,111 

 

— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —

 

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

CONDENSED INTERIM Consolidated Statements of Stockholders’ Equity

(U.S. Dollars – Unaudited)

 

   Shares   Capital
Stock
   Capital in
Excess of
Par Value
   Accumulated
Earnings
   Other
Comprehensive
Loss
   Total   Non-
Controlling
Interests
   Total
Stockholders’
Equity
 
                                 
Balance December 31, 2022   12,426,260   $12,426   $17,523,345   $15,903,964   $(805,799)  $32,633,936   $2,605,034   $35,238,970 
Translation adjustment                   (167,239)   (167,239)       (167,239 
Net income               884,369        884,369    80,125    964,494 
Common stock issued   9,272    10    13,590            13,600        13,600 
Stock-based compensation           185,298            185,298        185,298 
                                         
Balance March 31, 2023   12,435,532   $12,436   $17,722,233   $16,788,333   $(973,038)  $33,549,964   $2,685,159   $36,235,123 

 

— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —

 

 6 
 

 

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2024

(U.S. Dollars - Unaudited)

 

1. BASIS OF PRESENTATION

 

These interim condensed consolidated financial statements (“consolidated financial statements”) include the accounts of Flexible Solutions International, Inc. (the “Company”), its wholly-owned subsidiaries Flexible Fermentation Ltd., NanoChem Solutions Inc. (“NanoChem”), Flexible Solutions Ltd., Flexible Biomass LP, FS Biomass Inc., NCS Deferred Corp., Natural Chem SEZC Ltd., InnFlex Holdings Inc., ENP Peru Investments LLC (“ENP Peru”), its 80% controlling interest in 317 Mendota LLC (“317 Mendota”), and its 65% controlling interest in ENP Investments, LLC (“ENP Investments”) and ENP Mendota, LLC (“ENP Mendota”). All inter-company balances and transactions have been eliminated upon consolidation. The Company was incorporated on May 12, 1998 in the State of Nevada and in 2019, the Company redomiciled into Alberta, Canada.

 

In 2022, NanoChem purchased an additional 50% in ENP Peru, increasing its share to 91.67%. ENP Investments owned the remaining 8.33%, of which the Company has a 65% interest. In 2023, NanoChem purchased the remaining 8.33% of shares to become sole owner. ENP Peru was previously accounted for under the equity method however, it is now consolidated into the financial statements from the date control was obtained.

 

In 2023, the Company purchased an 80% interest in 317 Mendota, a newly incorporated company established to purchase a large manufacturing building. ENP Investments will occupy part of this building, freeing up more space in the building owned by ENP Peru for NanoChem. The Company intends to rent the remainder of the space to suitable tenants. The remaining 20% non-controlling interest is held by unrelated parties.

 

The Company and its subsidiaries develop, manufacture and market specialty chemicals which slow the evaporation of water. One product, HEATSAVR®, is marketed for use in swimming pools and spas where its use, by slowing the evaporation of water, allows the water to retain a higher temperature for a longer period of time and thereby reduces the energy required to maintain the desired temperature of the water in the pool. Another product, WATERSAVR®, is marketed for water conservation in irrigation canals, aquaculture, and reservoirs where its use slows water loss due to evaporation. In addition to the water conservation products, the Company also manufactures and markets water-soluble chemicals utilizing thermal polyaspartate biopolymers (hereinafter referred to as “TPAs”), which are beta-proteins manufactured from the common biological amino acid, L-aspartic. TPAs can be formulated to prevent corrosion and scaling in water piping within the petroleum, chemical, utility and mining industries. TPAs are also used as proteins to enhance fertilizers in improving crop yields and can be used as additives for household laundry detergents, consumer care products and pesticides. The TPA division also manufactures two nitrogen conservation products for agriculture that slows nitrogen loss from fields.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

These consolidated financial statements have been prepared on a historical cost basis, except where otherwise noted, in accordance with accounting principles generally accepted in the United States applicable to a going concern and reflect the policies outlined below.

 

In the opinion of management, the accompanying unaudited condensed interim consolidated financial statements contain all adjustments (all of which are of a normal recurring nature) and disclosures necessary for a fair presentation of the Company’s financial position as of March 31, 2024 and the results of its operations for the three months then ended. The consolidated balance sheet as of December 31, 2023 is derived from the December 31, 2023 audited financial statements.

 

(a) Cash and Cash Equivalents.

 

The Company considers all highly liquid investments purchased with an original or remaining maturity of less than three months at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with several financial institutions. As of March 31, 2024 and December 31, 2023, the Company did not have any cash equivalents.

 

(b) Term Deposits.

 

The Company has five term deposits that are maintained by commercials banks. The first term deposit is for $688,126 and matures in April 2024. This deposit pays 4.908% interest and if withdrawn before maturity, the greater of the loss of accrued interest or $150, plus 1% of the principal shall be levied. The second term deposit is for $303,954 and matures in February 2025. This deposit pays 1.3% interest and if withdrawn before maturity, a penalty may be applied. The third term deposit is for $720,982, matures in May 2024 and pays interest at a rate of 3.00%. If withdrawn before maturity, the greater of the loss of accrued interest or $150, plus 1% of the principal shall be levied. The fourth term deposit is for $1,000,000 and matures in May 2024. This deposit pays 3.85% and if withdrawn before maturity, the greater of the loss of accrued interest or $150, plus 1% of the principal shall be levied. The fifth term deposit is for $310,695, matures in August 2024 and pays interest at a rate of 3.85%. If withdrawn before maturity, a penalty may be applied.

 

(c) Inventories and Cost of Sales.

 

The Company has three major classes of inventory: completed goods, work in progress and raw materials and supplies. In all classes inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis or weighted average cost formula to inventories in different subsidiaries. Cost of sales includes all expenditures incurred in bringing the goods to the point of sale. Inventory costs and costs of sales include direct costs of the raw material, inbound freight charges, warehousing costs, handling costs (receiving and purchasing) and utilities and overhead expenses related to the Company’s manufacturing and processing facilities. Shipping and handling charges billed to customers are included in revenue (2024 - $128,289; 2023 - $143,173). Shipping and handling costs incurred are included in cost of goods sold (2024 - $216,503; 2023 - $255,489).

 

 7 
 

 

(d) Allowance for expected credit losses.

 

The Company’s expected credit losses are determined through a review using historical credit loss experience; changes in asset specific characteristics, current conditions, and reasonable and supportable future forecasts, among other specific account data, and is performed at least quarterly. The company develops and documents its methodology to determine its allowance for expected credit losses. Risk characteristics used by the Company may include customer mix, knowledge of customers and general economic conditions of the various local economics, among others. Specific account balances are written off when management determines the amounts to be uncollectible. Management has reviewed the balance reserved through the allowance for expected losses and believes it is reasonable.

 

(e) Property, Equipment, Leaseholds and Intangible Assets.

 

The following assets are recorded at cost and depreciated using the methods and annual rates shown below:

 

     
Manufacturing equipment   20% Declining balance
Office equipment   20% Declining balance
Building and improvements   10% Declining balance
Automobiles   Straight-line over 5 years
Technology   Straight-line over 10 years
Leasehold improvements   Straight-line over lease term
Customer relationships   Straight-line over 15 years
     

 

(f) Impairment of Long-Lived Assets.

 

In accordance with FASB Codification Topic 360, Property, Plant and Equipment (ASC 360), the Company reviews long-lived assets, including, but not limited to, property, equipment and leaseholds, patents and other assets, for impairment annually or whenever events or changes in circumstances indicate the carrying amounts of assets may not be recoverable. The carrying value of long-lived assets is assessed for impairment by evaluating operating performance and future undiscounted cash flows of the underlying assets. If the expected future cash flows of an asset is less than its carrying value, an impairment measurement is indicated. Impairment charges are recorded to the extent that an asset’s carrying value exceeds its fair value. Accordingly, actual results could vary significantly from such estimates. There were no impairment charges during the periods presented.

 

(g) Foreign Currency.

 

The functional currency of the Company is the U.S. dollar. The functional currency of three of the Company’s subsidiaries is the Canadian dollar. The translation of the Canadian dollar to the reporting currency of the Company, the U.S. dollar, is performed for assets and liabilities using exchange rates in effect at the balance sheet date. Revenue and expense transactions are translated using average exchange rates prevailing during the year. Translation adjustments arising on conversion of the Company’s financial statements from the subsidiary’s functional currency, Canadian dollars, into the reporting currency, U.S. dollars, are excluded from the determination of income (loss) and are disclosed as other comprehensive income in the consolidated statements of income and comprehensive income.

 

Foreign exchange gains and losses relating to transactions not denominated in the applicable local currency are included in operating income (loss) if realized during the year and in comprehensive income (loss) if they remain unrealized at the end of the year.

 

(h) Revenue Recognition.

 

The Company generates revenue primarily from energy and water conservation products and biodegradable polymers, as further discussed in Note 15.

 

 8 
 

 

The Company follows a five-step model for revenue recognition. The five steps are: (1) identification of the contract(s) with the customer, (2) identification of the performance obligation(s) in the contract(s), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligation, and (5) recognition of revenue when (or as) the performance obligation is satisfied. The Company has fulfilled its performance obligations when control transfers to the customer, which is generally at the time the product is shipped since risk of loss is transferred to the purchaser upon delivery to the carrier. For shipments which are free-on-board shipping point, the Company has elected to account for shipping and handling activities as a fulfillment cost rather than as an additional promised service and performance obligation.

 

Since the Company’s inception, product returns have been insignificant; therefore, no provision has been established for estimated product returns.

 

Deferred revenues consist of products sold to distributors with payment terms greater than the Company’s customary business terms due to lack of credit history or operating in a new market in which the Company has no prior experience. The Company defers the recognition of revenue until the criteria for revenue recognition has been met and payments become due or cash is received from these distributors.

 

(i) Stock Issued in Exchange for Services.

 

The Company’s common stock issued in exchange for services is valued at estimated fair market value based upon trading prices of the Company’s common stock on the dates of the stock transactions. The corresponding expense of the services rendered is recognized over the period that the services are performed.

 

(j) Stock-based Compensation.

 

The Company recognizes compensation expense for all share-based payments in accordance with FASB Codification Topic 718, Compensation — Stock Compensation (ASC 718). Under the fair value recognition provisions of ASC 718, the Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award.

 

The fair value at grant date of stock options is estimated using the Black-Scholes option-pricing model. Compensation expense is recognized on a straight-line basis over the stock option vesting period based on the estimated number of stock options that are expected to vest. Shares are issued from treasury upon exercise of stock options.

 

(k) Other Comprehensive Income.

 

Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income, but are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive income is comprised only of unrealized foreign exchange gains and losses related to the translation of subsidiaries’ functional currency into the reporting currency.

 

(l) Income Per Share.

 

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted earnings per share are calculated giving effect to the potential dilution of the exercise of options and warrants. Common equivalent shares, composed of incremental common shares issuable upon the exercise of stock options and warrants are included in diluted net income per share to the extent that these shares are dilutive. Common equivalent shares that have an anti-dilutive effect on net income per share have been excluded from the calculation of diluted weighted average shares outstanding for the three months ended March 31, 2024 and 2023.

 

 9 
 

 

(m) Use of Estimates.

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and would impact the results of operations and cash flows.

 

Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

 

Significant areas requiring the use of management estimates include assumptions and estimates relating to the valuation of goodwill and intangible assets, valuation of assets acquired at fair value, asset impairment analysis, share-based payments, valuation allowances for deferred income tax assets, determination of useful lives of property, equipment and leaseholds and intangible assets, recoverability of accounts receivable, recoverability of investments, discount rates for right of use assets and the costing and recoverable value of inventory.

 

(n) Fair Value of Financial Instruments.

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs described below, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

 

  Level 1 – Quoted prices in active markets for identical assets or liabilities.
  Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
  Level 3 — Unobservable inputs that are supported by little or no market activity which is significant to the fair value of the assets or liabilities.

 

The fair values of cash, term deposits, accounts receivable, accounts payable, accrued liabilities and the short term line of credit for all periods presented approximate their respective carrying amounts due to the short term nature of these financial instruments.

 

The fair value of the long term debt and lease liabilities for all periods presented approximate their respective carrying amounts due to these financial instruments being at market rates.

 

(o) Contingencies.

 

Certain conditions may exist as of the date the consolidated financial statements are issued which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

 

 10 
 

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Legal fees associated with loss contingencies are expensed as incurred. The Company is not aware of any contingencies at the date of these consolidated financial statements.

 

(p) Income Taxes.

 

Income taxes are computed by multiplying the Company’s taxable net income by the Company’s effective tax rates. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry-forwards, if any. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized.

 

In accordance with FASB Codification Topic 740, Income taxes (ASC 740) under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At March 31, 2024, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as interest expense in the consolidated statements of income and comprehensive income.

 

(q) Risk Management.

 

The Company’s credit risk is primarily attributable to its accounts receivable. The amounts presented in the accompanying consolidated balance sheets are net of allowances for doubtful accounts, estimated by the Company’s management based on prior experience and the current economic environment. The Company is exposed to credit-related losses in the event of non-payment by customers. Credit exposure is minimized by dealing with only credit worthy counterparties. Revenue for the Company’s three primary customers totaled $5,106,905 (55%) for the three months ended March 31, 2024 (2023 - $4,366,106 or 44%). Accounts receivable for the Company’s three primary customers totaled $7,843,766 (60%) at March 31, 2024 (December 31, 2023 - $6,561,164 or 67%). See Note 4 for allowance for doubtful accounts, all unrelated to our primary customers.

 

The credit risk on cash is limited because the Company limits its exposure to credit loss by placing its cash with major financial institutions. The Company maintains cash balances at financial institutions which at times exceed federally insured amounts. The Company has not experienced any losses in such accounts.

 

The Company is exposed to foreign risk to the extent that market value rate fluctuations materially differ for financial assets and liabilities denominated in foreign currencies.

 

In order to manage its exposure to foreign exchange risks, the Company closely monitors the fluctuations in the foreign currency exchange rates and the impact on the value of cash, accounts receivable, and accounts payable and accrued liabilities. The Company has not hedged its exposure to currency fluctuations.

 

The Company is exposed to interest rate risk to the extent that the fair value or future cash flows for financial liabilities will fluctuate as a result of changes in market interest rates. The Company is exposed to interest rate risk on its long-term debt subject to fixed long-term interest rates.

 

In order to manage its exposure to interest rate risk, the Company closely monitors fluctuations in market interest risks and will refinance its long-term debt where possible to obtain more favourable rates.

 

 11 
 

 

(r) Equity Method Investment.

 

The Company accounts for investments using the equity method of accounting if the investment provides the Company the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is initially recorded at cost in the consolidated balance sheets under other assets and adjusted for dividends received and the Company’s share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded through other income (loss), net in the consolidated statements of operations and comprehensive income (loss).

 

(s) Goodwill and Intangible Assets.

 

Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to the assets acquired and liabilities assumed. Goodwill is not amortized, but is reviewed for impairment annually or more frequently if certain impairment conditions arise. The Company performs an annual goodwill impairment review in the fourth quarter of each year at the reporting unit level. The evaluation begins with a qualitative assessment of the factors that could impact the significant inputs used to estimate fair value. If after performing the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, including goodwill, then no further analysis is necessary. However, if the results of the qualitative test are unclear, the Company performs a quantitative test, which involves comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses an income-based valuation method, determining the present value of future cash flows, to estimate the fair value of a reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, and no further analysis is necessary. If the fair value of the reporting unit is less than its carrying amount, goodwill impairment would be recognized equal to the amount of the carrying value in excess of the reporting unit’s fair value, limited to the total amount of goodwill allocated to the reporting unit.

 

Intangible assets primarily include trademarks and trade secrets with indefinite lives and customer-relationships with finite lives. Intangible assets with indefinite lives are not amortized but are tested for impairment on an annual basis, or more frequently if indicators of impairment are present. Indefinite lived intangible assets are assessed using either a qualitative or a quantitative approach. The qualitative assessment evaluates factors including macro-economic conditions, industry and company-specific factors, legal and regulatory environments, and historical company performance in assessing fair value. If it is determined that it is more likely than not that the fair value of the intangible asset is less than its carrying value, a quantitative test is then performed. Otherwise, no further testing is required. When using a quantitative approach, the Company compares the fair value of the intangible asset to its carrying amount. If the estimated fair value of the intangible asset is less than the carrying amount of the intangible asset, impairment is indicated, requiring recognition of an impairment charge for the differential.

 

In accordance with FASB Codification Topic 350, Intangibles – Goodwill and Other, (ASC 350), qualitative assessments of goodwill and indefinite-lived intangible assets were performed at December 31, 2023. Based on the results of the assessment, it was determined that it is more likely than not the reporting unit, customer lists and trademarks had a fair value in excess of their carrying amounts. Accordingly, no further impairment testing was completed and no impairment charges related to goodwill or indefinite-lived intangibles were recognized during the three months ended March 31, 2024.

 

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described in the “Impairment of Long Lived Assets” significant accounting policy.

 

(t) Recent Accounting Pronouncements.

 

The Company has implemented all applicable new accounting pronouncements that are in effect. Those pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

 12 
 

 

3. LEASES

 

Leases are evaluated and classified as either operating or finance leases by the lessee and as either operating, sales-type or direct financing leases by the lessor. For leases with terms greater than 12 months, the Company records the related right-of-use (“ROU”) asset and lease obligation at the present value of lease payments over the term. Leases may include fixed rental escalation clauses, renewal options and / or termination options that are factored into the determination of lease payments when appropriate. The Company’s operating leases are included in ROU assets, lease liabilities-current portion and lease liability-long term portion in the accompanying consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. The Company’s leases do not usually provide a readily determinable implicit rate; therefore, an estimate of the Company’s incremental borrowing rate is used to discount the lease payments based on information available at the lease commencement date. The discount rate used was 5.5%.

 

In March 2024, the Company consolidated NanoChem operations into the Peril, IL locations and terminated the lease in Naperville, IL. The Company had to pay a penalty of $35,910 and forfeited the $5,440 security deposit to terminate the lease early and incurred a loss of $41,350 on early termination of the lease. The table below summarizes the right-of-use asset and lease liability for the periods ended March 31, 2024 and December 31, 2023.

 

Right of Use Assets     
Balance at December 31, 2022  $167,222 
Depreciation   (51,929)
Balance at December 31, 2023  $115,293 
Depreciation   (13,694)
Early termination of lease   (101,599)
Balance at March 31, 2024  $- 
      
Lease Liability     
Balance at December 31, 2022  $167,222 
Lease interest expense   6,151 
Payments   (58,080)
Balance at December 31, 2023  $115,293 
Lease interest expense   1,186 
Payments   (14,880)
Early termination of lease   (101,599)
Balance at March 31, 2024  $- 

 

4. ACCOUNTS RECEIVABLE

 

   March 31, 2024   December 31, 2023 
         
Accounts receivable  $13,281,820   $10,133,249 
Allowances for doubtful accounts   (289,277)   (290,193)
Total accounts receivable  $12,992,543   $9,843,056 

 

5. INVENTORIES

 

   March 31, 2024   December 31, 2023 
         
Completed goods  $2,139,797   $2,682,158 
Raw materials and supplies   8,319,459    8,452,731 
Total inventory  $10,459,256   $11,134,889 

 

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6. PROPERTY, EQUIPMENT AND LEASEHOLDS

 

   March 31, 2024   Accumulated   March 31, 2024 
   Cost   Depreciation   Net 
Buildings and improvements  $12,408,992   $4,049,352   $8,359,640 
Automobiles   196,255    147,232    49,023 
Office equipment   122,161    111,825    10,336 
Manufacturing equipment   10,424,369    6,016,720    4,407,649 
Land   440,592        440,592 
Leasehold improvements   88,872    88,872     
Technology   100,819    100,819     
   $23,782,060   $10,514,820   $13,267,240 

 

   December 31, 2023   Accumulated   December 31, 2023 
   Cost   Depreciation   Net 
Buildings and improvements  $12,341,605   $3,896,887   $8,444,718 
Automobiles   196,255    140,040    56,215 
Office equipment   177,623    165,048    12,575 
Manufacturing equipment   10,017,466    5,799,779    4,217,687 
Land   440,592        440,592 
Leasehold improvements   88,872    88,872     
Technology   103,292    103,292     
   $23,365,705   $10,193,918   $13,171,787 

 

Amount of depreciation expense for three months ended March 31, 2024 was: $382,669 (2023 - $302,810) and is included in cost of sales in the unaudited interim condensed consolidated statements of income and comprehensive income.

 

In January 2024, the Company lost power during a winter storm and some frozen pipes caused damage at two different locations. Insurance was in place and repairs are currently being made.

 

7. GOODWILL AND INTANGIBLE ASSETS

 

Goodwill     
Balance as of December 31, 2022 and 2023 and March 31, 2024  $2,534,275 
      
Indefinite Lived Intangible Assets     
Balance as of December 31, 2022 and 2023 and March 31, 2024  $770,000 

 

Goodwill relates to the acquisition of ENP Investments. Indefinite lived intangible assets consist of trade secrets and trademarks related to the acquisition of ENP Investments.

 

Definite Life Intangible Assets     
Balance as of December 31, 2022   1,670,000 
Amortization   (160,000)
Balances as of December 31, 2023  $1,510,000 
Amortization   (40,000)
Balances as of March 31, 2024  $1,470,000 

 

 14 
 

 

The amount of amortization for three months ended March 31, 2024 was $40,000 (2023 - $40,000) and was included in cost of sales in the unaudited interim condensed consolidated statements of income and comprehensive income.

 

Definite lived intangible assets consist of customer relationships and software related to the acquisition of ENP Investments.

 

Estimated amortization expense over the next five years is as follows:

 

2024  $160,000 
2025   160,000 
2026   160,000 
2027   160,000 
2028   160,000 

 

8. LONG TERM DEPOSITS

 

The Company has security deposits that are long term in nature which consist of damage deposits held by landlords and deposits held by various vendors for equipment purchases.

 

   March 31, 2024   December 31, 2023 
         
Long term deposits  $840,592   $824,254 

 

9. INVESTMENTS

 

(a) The Company previously held a 50% ownership interest in ENP Peru, split between NanoChem (41.67%) and ENP Investments (8.33%), which was acquired in fiscal 2016. ENP Peru is located in Illinois and leases warehouse space to other entities in the Company. In June 2022, NanoChem acquired an additional 50% ownership interest at a cost of $506,659 paid through a new $259,000 mortgage and cash on hand. The 35% non-controlling interest of the 8.33% owned by ENP Investments is included in non-controlling interest in these consolidated financial statements. The Company’s investment in ENP Peru was previously accounted for using the equity method, however, it is now consolidated into the consolidated financial statements from the date control was obtained. In June 2023, NanoChem purchased the remaining 8.33% of ENP Peru from ENP Investments to become full owner.

 

It was determined that ENP Peru did not meet the definition of a business in accordance with FASB Codification Topic 805, Business Combinations (ASC 805), and the acquisition was accounted for as an asset acquisition. The following table summarizes the final purchase price allocation of the consideration paid to the respective fair values of the assets acquired and liabilities assumed in ENP Peru as of the acquisition date. The gain on acquisition of ENP Peru represents a gain on remeasurement of the Company’s equity method investment immediately prior to the acquisition date.

 

      
Purchase consideration  $506,659 
      
Assets acquired:     
Cash   7,330 
Building   3,750,000 
Land   150,000 
Liabilities assumed:     
Deferred tax liability   (174,582)
Long term debt   (2,849,500)
Total identifiable net assets:   883,248 
Excess of assets acquired over consideration   376,589 
Less investment eliminated upon consolidation   (41,538)
Gain on acquisition of ENP Peru  $335,051 

 

A summary of the Company’s investment follows:

 

Balance, December 31, 2022   22,642 
Return of equity   (8,750)
Gain in equity method investment   27,646 
Investment eliminated upon consolidation   (41,538)
Balance, December 31, 2023 and March 31, 2024  $- 

 

 15 
 

 

(b) In December 2018, the Company invested $200,000 in Applied Holding Corp. (“Applied”). Applied is a captive insurance company and the Company received a non-convertible promissory note for its investment which becomes due in 2021 but may be extended with notice for a maximum of two years. During the year ended December 31, 2021, the Company entered an agreement with Applied to extend the maturity date of this promissory note to December 2023. In October 2023, the Company received the payment of $200,000 to settle the promissory note and the balance of this investment at March 31, 2024 is $nil (December 31, 2023 - $nil). In accordance with FASB Codification Topic 321, Investments – Equity Securities (ASC 321), the Company has elected to account for this investment at cost.

 

(c) In December 2018, the Company invested $500,000 in Trio Opportunity Corp. (“Trio”), a privately held entity and a further $470,000 was invested in April 2023. Trio is a real estate investment vehicle and the Company received 97,000 non-voting Class B shares at $10.00/share. In accordance with ASC 321, the Company has elected to account for this investment at cost.

 

(d) In January 2019, the Company invested in a Florida based LLC that is engaged in international sales of fertilizer additives. The Company accounts for this investment using the equity method of accounting. According to the operating agreement, the Company has a 50% interest in the profit and loss of the Florida based LLC but does not have control. A summary of the Company’s investment follows:

 

Balance, December 31, 2022  $3,758,895 
Gain in equity method investment   505,065 
Return of equity   (200,000)
Balance, December 31, 2023   4,063,960 
Gain in equity method investment   182,201 
Return of equity   (327,000)
Balance, March 31, 2024  $3,919,161 

 

Summarized profit and loss information related to the equity accounted investment is as follows:

 

   Three months
ended
March 31, 2024
   Three months
ended
March 31, 2023
 
         
Net sales  $3,319,582   $3,447,125 
Gross profit   1,014,988    965,052 
Net income  $364,403   $139,990 

 

During the three months ended March 31, 2024, the Company had sales of $2,299,938 (2023 - $1,778,897) to the Florida Based LLC, of which $1,723,833 is included within Accounts Receivable as at March 31, 2024 (December 31, 2023 - $2,073,813).

 

 16 
 

 

(e) In December 2020, the Company invested $500,000 in Lygos Inc. (“Lygos”), a privately held entity, under a Simple Agreement for Future Equity (“SAFE”) agreement. Lygos is a company developing a sustainable aspartic acid microbe strain. In 2021, the Company made a second SAFE investment of $500,000 for a total of $1,000,000. In accordance with ASC 321, the Company has elected to account for this investment at cost.

 

10. SHORT-TERM LINE OF CREDIT

 

(a) In June 2023, ENP Investments renewed the line of credit with Stock Yards Bank and Trust (“Stock Yards”), increasing the limit by $500,000 from the previous line of credit. The revolving line of credit is for an aggregate amount of up to the lesser of (i) $4,500,000, or (ii) 50-80% of eligible domestic accounts receivable plus 50% of inventory, capped at $2,000,000. Interest on the unpaid principal balance of this loan will be calculated using the greater of prime or 8.25%. The interest rate at March 31, 2024 is 8.5% (December 31, 2023 - 8.5%).

 

The revolving line of credit contains customary affirmative and negative covenants, including the following: compliance with laws, provisions of financial statements and periodic reports, payment of taxes, maintenance of inventory and insurance, maintenance of operating accounts at Stock Yards, Stock Yard’s access to collateral, formation or acquisition of subsidiaries, incurrence of indebtedness, dispositions of assets, granting liens, changes in business, ownership or business locations, engaging in mergers and acquisitions, making investments or distributions and affiliate transactions. NanoChem is a guarantor of 65% of all the principal and other loan costs not to exceed $2,925,000. The non-controlling interest is the guarantor of the remaining 35% of all the principal and other loan costs not to exceed $1,575,000. As of March 31, 2024, ENP Investments was in compliance with all loan covenants.

 

To secure the repayment of any amounts borrowed under the revolving line of credit, the Company granted Stock Yards a security interest in substantially all of the assets of ENP Investments, exclusive of intellectual property assets.

 

Short-term borrowings outstanding under the revolving line as of March 31, 2024 were $3,259,935 (December 31, 2023 - $1,810,479).

 

(b) In June 2023, the Company renewed the line of credit with Stock Yards Bank and Trust (“Stock Yards”). The revolving line of credit is for an aggregate amount of up to the lesser of (i) $4,000,000, or (ii) 80% of eligible domestic accounts receivable and certain foreign accounts receivable plus 50% of inventory, capped at $2,000,000. Interest on the unpaid principal balance of this loan will be calculated using the greater of prime or 8.25%. The interest rate at March 31, 2024 is 8.5% (December 31, 2023 - 8.5%).

 

The revolving line of credit contains customary affirmative and negative covenants, including the following: compliance with laws, provision of financial statements and periodic reports, payment of taxes, maintenance of inventory and insurance, maintenance of operating accounts at Stock Yards, Stock Yards access to collateral, formation or acquisition of subsidiaries, incurrence of indebtedness, dispositions of assets, granting liens, changes in business, ownership or business locations, engaging in mergers and acquisitions, making investments or distributions and affiliate transactions. The covenants also require that the Company maintain a minimum ratio of qualifying financial assets to the sum of qualifying financial obligations. As of March 31, 2024, the Company was in compliance with all loan covenants.

 

To secure repayment of any amounts borrowed under the revolving line of credit, the Company granted Stock Yards a security interest in substantially all of the assets of NanoChem, exclusive of intellectual property assets.

 

Short-term borrowings outstanding under the revolving line as of March 31, 2024 were $nil (December 31, 2023 were $nil).

 

11. LONG TERM DEBT

 

(a) In January 2020, ENP Mendota refinanced its mortgage and signed a loan for $450,000 with Stock Yards to be repaid over 10 years with monthly installments plus interest. Interest for the first five years is at 4.35% and it will be adjusted for the last five years to the Cincinnati Federal Home Bank Loan 5 year fixed index plus 4.5%. Interest expense for the three months ended March 31, 2024 was $4,373 (2023 - $4,501). The balance owing at March 31, 2024 was $396,371 (December 31, 2023 - $399,269).

 

 17 
 

 

To secure repayment of any amounts borrowed under the mortgage, the Company granted Stock Yards a security interest in real property under the mortgage and all rents on said property.

 

(b) In June 2022, NanoChem signed a loan for $1,935,000 with Stock Yards with an interest rate of 4.90% to be repaid over three years with equal monthly payments including interest. The funds were used to replace the loans at Midland for the purchase of the 65% interest in ENP Investments and the new manufacturing equipment. Interest expense for the three months ended March 31, 2024 was $11,801 (2023 - $19,409). The balance owing at March 31, 2024 was $842,828 (December 31, 2023 - $1,004,748).

 

(c) In January 2020 ENP Peru signed a $3,000,000 loan with an interest rate 4.35% to be repaid over ten years with equal monthly payments including interest. Upon the purchase of the remainder of ENP Peru in June 2022, the Company assumed the first mortgage at Stock Yards with a balance of $2,849,500. Interest expense for the three months ended March 31, 2024 was $30,003 (2023 - $30,530). The balance owing at March 31, 2024 was $2,717,683 (December 31, 2023 - $2,737,232).

 

(d) In June 2022, ENP Peru obtained a second mortgage for $259,000 with Stock Yards to be repaid over 10 years with monthly installments plus interest with an interest rate of 5.4%. Interest expense for the three months ended March 31, 2024 was $3,409 (2023 - $3,452). The balance owing at March 31, 2024 was $248,658 (December 31, 2023 - $250,207).

 

(e) In December 2022, NanoChem signed a three year loan for up to $2,000,000 with Stock Yards with an interest rate of 6.5%. Interest only payments are required for the first 18 months with interest and principal being paid in the last 18 months. The funds are being used to purchase new manufacturing equipment. Interest expense for the three months ended March 31, 2024 was $23,525 (2022 - $15,917). The balance owing at March 31, 2024 was $1,533,004 (December 31, 2023 - $1,475,188).

 

(f) In June 2023, 317 Mendota signed a five year loan for up to $3,240,000 with Stock Yards to purchase a building and any necessary renovations. Interest only payments are required for the first 12 months with interest and principal being paid the remaining four years and a lump sum due in June 2028. Interest expense for the three months ended March 31, 2024 was $46,886 (2023 - $nil). The balance owing at March 31, 2024 was $2,248,292 (December 31, 2023 - $2,248,292).

 

As of March 31, 2024, Company was in compliance with all loan covenants. 

 

Continuity  March 31, 2024   December 31, 2023 
Balance, January 1  $8,114,936   $6,154,077 
Plus: Proceeds from loans   57,816    2,686,682 
Less: Payments on loan   (185,916)   (725,823)
Balance, end of period  $7,986,836   $8,114,936 

 

Outstanding balance  March 31, 2024   December 31, 2023 
a) Long term debt – Stock Yards Bank & Trust  $396,371   $399,269 
b) Long term debt – Stock Yards Bank & Trust   842,828    1,004,748 
c) Long term debt – Stock Yards Bank & Trust   2,717,683    2,737,232 
d) Long term debt – Stock Yards Bank & Trust   248,658    250,207 
e) Long term debt – Stock Yards Bank & Trust   1,533,004    1,475,188 
f) Long term debt – Stock Yards Bank & Trust   2,248,292    2,248,292 
Long-term debt   7,986,836    8,114,936 
Less: current portion   (1,665,440)   (1,281,632)
Long-term debt non current  $6,321,396   $6,833,304 

 

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12. STOCK OPTIONS

 

The Company has a stock option plan (“Plan”). The purpose of this Plan is to provide additional incentives to key employees, officers, directors and consultants of the Company and its subsidiaries in order to help attract and retain the best available personnel for positions of responsibility and otherwise promote the success of the Company’s business. It is intended that options issued under this Plan constitute non-qualified stock options. The general terms of awards under the option plan are that 100% of the options granted will vest the year following the grant unless a executive employee is granted a multi-year stock option grant where an equal amount vests over the next 5 years. The maximum term of options granted is 5 years and the exercise price for all options are issued for not less than fair market value at the date of the grant.

 

The following table summarizes the Company’s stock option activities for the year ended December 31, 2023 and the three-month period ended March 31, 2024:

 

   Number of shares  

Exercise price

per share

  

Weighted average

exercise price

 
             
Balance, December 31, 2022   1,686,000   $1.704.13   $    3.26 
Cancelled or expired   (564,000)  $3.464.13   $3.55 
Exercised   (8,000)  $1.70   $1.70 
Balance, December 31, 2023   1,114,000   $1.75 3.61   $3.13 
Granted   950,000   $2.00   $2.00 
Cancelled or expired   (103,000)  $1.75 3.61   $2.06 
Exercised   (15,000)  $1.75   $1.75 
Balance, March 31, 2024   1,946,000   $2.00 3.61   $2.65 
Exercisable, March 31, 2024   814,000   $2.003.61   $2.86 

 

The weighted-average remaining contractual life of outstanding options is 3.75 years.

 

The fair value of each option grant is calculated using the following weighted average assumptions:

 

   2024 
Expected life – years   3.0 
Interest rate   3.8934.22%
Volatility   59.7260.35%
Weighted average fair value of options granted  $0.710.79 

 

During the three months ended March 31, 2024, the Company granted 56,000 (2023 – nil) stock options to consultants and has applied ASC 718 using the Black-Scholes option-pricing model, which resulted in expenses of $9,940 (2023 - $nil). Options granted in other years resulted in additional expenses of $nil (2023 – $62,241). During the three months ended March 31, 2024, employees were granted 894,000 (2023 – nil) stock options, which resulted in expenses of $199,687 (2023 – $nil). Options granted in other years resulted in additional expenses in the amount of $43,730 for employees during the three months ended March 31, 2024 (2023 - $328,769). There were 15,000 employee and nil consultant stock options exercised during the three months ended March 31, 2024 (2023 – 8,000 employee; nil consultant).

 

As of March 31, 2024, there was approximately $822,813 of compensation expense related to non-vested awards. This expense is expected to be recognized over a weighted average period of 2.3 years.

 

The aggregate intrinsic value of vested options outstanding at March 31, 2024 is $nil (2023 – $161,430). The intrinsic value of options exercised during the three months ended March 31, 2024 was $720 (2023 - $11,520).

 

 19 
 

 

13. CAPITAL STOCK

 

During the three months ended March 31, 2024, 15,000 shares were issued upon the exercise of employee stock options (2023 – 8,000).

 

During the three months ended March 31, 2023, the Company issued 1,272 shares to a consultant for services rendered, resulting in an expense of $4,070 on the unaudited interim condensed consolidated statements of income and comprehensive income for the three months ended March 31, 2023.

 

During 2023, the Company announced a special dividend of $0.05 per share that was paid on May 16, 2023 to shareholders.

 

14. NON-CONTROLLING INTERESTS

 

(a) ENP Investments is a limited liability corporation (“LLC”) that manufactures and distributes golf, turf and ornamental agriculture products in Mendota, Illinois. The Company owns a 65% interest in ENP Investments through its wholly-owned subsidiary NanoChem. An unrelated party (“NCI”) owns the remaining 35% interest in ENP Investments. ENP Mendota is a wholly owned subsidiary of ENP Investments. ENP Mendota is a LLC that leases warehouse space. For financial reporting purposes, the assets, liabilities and earnings of both of the LLC’s are consolidated into these financial statements. The NCI’s ownership interest in ENP Investments is recorded in non-controlling interests in these consolidated financial statements. The non-controlling interest represents NCI’s interest in the earnings and equity of ENP Investments. ENP Investments is allocated to the TPA segment.

 

ENP Investments makes cash distributions to its equity owners based on formulas defined within its Ownership Interest Purchase Agreement dated October 1, 2018. Distributions are defined in the Ownership Interest Purchase Agreement as cash on hand to the extent it exceeds current and anticipated long-term and short-term needs, including, without limitation, needs for operating expenses, debt service, acquisitions, reserves, and mandatory distributions, if any.

 

From the effective date of acquisition onward, the minimum distributions requirements under the Ownership Interest Purchase Agreement were satisfied. The total distribution from the effective date of acquisition onward was $3,225,957.

 

Balance, December 31, 2022  $2,605,034 
Distribution   (719,439)
Non-controlling interest share of income   1,015,604 
Balance, December 31, 2023   2,901,199 
Non-controlling interest share of income   80,460 
Balance, March 31, 2024  $2,981,659 

 

During the three months ended March 31, 2024, the Company had sales of $1,291,426 (2023 - $1,098,948) to NCI, of which $5,381,282 is included in Accounts Receivable as of March 31, 2024 (December 31, 2023 – $4,225,028).

 

b) 317 Mendota is a LLC that owns real estate that the Company intends to occupy part of while renting out the excess. The Company owns a 80% interest in 317 Mendota and an unrelated party (“317 NCI”) owns the remaining 20% interest in 317 Mendota. For financial reporting purposes, the assets, liabilities and earnings of 317 Mendota are consolidated into these financial statements. The 317 NCI’s ownership interest in 317 Mendota is recorded in non-controlling interests in these consolidated financial statements. The non-controlling interest represents 317 NCI’s interest in the earnings and equity of 317 Mendota. 317 Mendota is allocated to the TPA segment as that is the intended use of the building.

 

Balance, December 31, 2022  $- 
Acquisition   200,000 
Non-controlling interest share of income   (35,483)
Balance, December 31, 2023   164,517 
Non-controlling interest share of income   (21,477)
Balance, March 31, 2024  $143,040 

 

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15. SEGMENTED, SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY

 

The Company operates in two segments:

 

(a) Energy and water conservation products (as shown under the column heading “EWCP” below), which consists of a (i) liquid swimming pool blankets which save energy and water by inhibiting evaporation from the pool surface, and (ii) food-safe powdered form of the active ingredient within the liquid blankets and which are designed to be used in still or slow moving drinking water sources.

 

(b) Biodegradable polymers, also known as TPA’s (as shown under the column heading “BCPA” below), used by the petroleum, chemical, utility and mining industries to prevent corrosion and scaling in water piping. This product can also be used in detergents to increase biodegradability and in agriculture to increase crop yields by enhancing fertilizer uptake.

 

The third product line is nitrogen conservation products used for the agriculture industry. These products decrease the loss of nitrogen fertilizer after initial application and allows less fertilizer to be used. These products are made and sold by the Company’s TPA division.

 

The accounting policies of the segments are the same as those described in Note 2, Significant Accounting Policies. The Company evaluates performance based on profit or loss from operations before income taxes, not including nonrecurring gains and losses and foreign exchange gains and losses

 

The Company’s reportable segments are strategic business units that offer different, but synergistic products and services. They are managed separately because each business requires different technology and marketing strategies.

 

Three months ended March 31, 2024:

   EWCP   BCPA   Consolidated 
             
Sales  $41,608   $9,183,264   $9,224,872 
Interest expense   -    175,266    175,266 
Depreciation   3,883    418,786    422,669 
Income tax expense   34,940    229,238    264,178 
Segment profit   18,540    438,685    457,225 
Segment assets   3,664,387    53,897,000    57,561,387 
Expenditures for segment assets   -    (477,350)   (477,350)

 

Three months ended March 31, 2023:

   EWCP   BCPA   Consolidated 
             
Sales  $80,660   $9,776,857   $9,847,517 
Interest expense   -    134,870    134,870 
Depreciation   4,279    360,905    365,184 
Income tax expense   915    298,862    299,777 
Segment profit   (151,728)   1,116,222    964,494 
Segment assets   2,858,968    50,079,080    52,938,048 
Expenditures for segment assets   -    (213,060)   (213,060)

 

 21 
 

 

Sales by territory are shown below:

 

   Three months
ended
March 31, 2024
   Three months
ended
March 31, 2023
 
         
Canada  $88,478   $116,680 
United States and abroad   9,136,394    9,730,837 
Total  $9,224,872   $9,847,517 

 

The Company’s long-lived assets (property, equipment, leaseholds, right of use assets, intangibles, and goodwill) are located in Canada and the United States as follows:

 

   March 31, 2024   December 31, 2023 
         
Canada  $135,299   $142,577 
United States   17,906,216    17,958,778 
Total  $18,041,515   $18,101,355 

 

Three primary customers accounted for $5,106,905 (55%) of sales during the three-month period ended March 31, 2024 (2023 - $4,366,106 or 44%).

 

16. COMPARATIVE FIGURES.

 

Certain of the comparative figures have been reclassified to conform with the current period’s presentation.

 

17. SUBSEQUENT EVENTS

 

In April 2024, the Company announced a special dividend of $0.10 per share that to be paid on May 16, 2024 to shareholders of record on April 30, 2024.

 

 22 
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview

 

The Company manufactures and markets biodegradable polymers which are used in the oil, gas and agriculture industries. The Company also develops, manufactures and markets specialty chemicals that slow the evaporation of water.

 

Results of Operations

 

We have three product lines.

 

The first is a chemical (“EWCP”) used in swimming pools and spas. The product forms a thin, transparent layer on the water’s surface. The transparent layer slows the evaporation of water, allowing the water to retain a higher temperature for a longer period of time thereby reducing the energy required to maintain the desired temperature of the water. A modified version of EWCP can also be used in reservoirs, potable water storage tanks, livestock watering pods, canals, and irrigation ditches for the purpose of reducing evaporation.

 

The second product, biodegradable polymers (“TPAs”), is used by the petroleum, chemical, utility and mining industries to prevent corrosion and scaling in water piping. TPAs can also be used to increase biodegradability in detergents and in the agriculture industry to increase crop yields by enhancing fertilizer uptake.

 

The third product line is nitrogen conservation products used for the agriculture industry. These products decrease the loss of nitrogen fertilizer after initial application and allows less fertilizer to be used. These products are made and sold by the Company’s TPA division.

 

Material changes in the Company’s Statement of Operations for three months ended March 31, 2024 compared to the same period in the prior year are discussed below:

 

Three Months ended March 31, 2024

 

Item  

Increase (I) or

Decrease (D)

  Reason
         
Sales        
EWCP products   D   Decreased customer orders.
         
TPA products   D   Decreased customer orders.
         
Insurance   I   Prior year increase in assets and in sales resulted in higher insurance costs.
         
Interest expense   I   Increased debt resulted in increased interest expense.
         
Office and Miscellaneous   I  

One time moving costs associated with closing the Naperville location.

         
Research   I  

New product development.

         
Consulting   I  

Increased reliance on consultants instead of full time employees.

         
Utilities   I  

Addition of real estate not yet rented out.

         
Advertising and promotion   I   Increased outreach to customers and prospects.
         

Lease termination fee

  I   One time cost incurred terminating lease in Naperville, IL.
         
Investor relations   D   Reduced shares traded and filings required in 2023 did not reoccur in 2024.
         
Currency exchange   D   Currency exchange decreased as a result of movements in the US / Canadian dollar exchange rate and its effects on US dollar cash balances and US dollar payables held by the Company’s Canadian subsidiaries.

 

Three primary customers accounted for 55% of the Company’s sales during the three months ended March 31, 2024 (2023 - 44%). The amount of revenue (all from the sale of TPA products) attributable to each customer is shown below.

 

   Three Months Ended March 31, 
   2024   2023 
         
Company A  $1,291,426   $1,098,948 
Company B  $2,299,938   $1,778,897 
Company C  $1,515,541   $1,488,260 

 

 23 
 

 

Customers with balances greater than 10% of our receivables as of March 31, 2024 and 2023 are shown below:

 

   March 31, 
   2024   2023 
         
Company A  $5,381,282   $4,654,000 
Company B  $1,723,833   $1,470,846 

 

 

Other factors that will most significantly affect future operating results will be:

 

  the sale price of crude oil which is used in the manufacture of aspartic acid we import from China. Aspartic acid is a key ingredient in our TPA products;
     
  activity in the oil and gas industry, as we sell our TPA products to oil and gas companies;
     
  drought conditions, since we also sell our TPA products to farmers; and
     

 

Other than the foregoing we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues or expenses.

 

Capital Resources and Liquidity

 

The Company’s sources and (uses) of cash for the three months ended March 31, 2024 and 2023 are shown below:

 

   2024   2023 
         
Cash provided (used) by operations   (532,251)   (228,229)
Long term deposits   (21,778)   (342,747)
Proceeds of equity investment   327,000    - 
Purchase of equipment   (478,123)   (213,060)
Borrowings from short term line of credit   1,449,456    844,913 
Loan repayments   (185,916)   (177,639)
Proceeds of loans   57,816      
Lease payments   (50,790)   (14,520)
Proceeds from sale of common stock   26,250    13,600 
Changes in exchange rates   27,223    (167,239)

 

The Company has sufficient cash resources to meets its future commitments and cash flow requirements for the coming year. As of March 31, 2024, working capital was $20,616,492 (December 31, 2023 - $20,172,833) and the Company has no substantial commitments that require significant outlays of cash over the coming fiscal year.

 

Other than as disclosed above, the Company does not anticipate any capital requirements for the twelve months ending December 31, 2024.

 

Other than as disclosed above, the Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, its liquidity increasing or decreasing in any material way.

 

See Note 2 to the condensed interim consolidated financial statements included as part of this report for a description of the Company’s significant accounting policies.

 

 24 
 

 

Item 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Under the direction and with the participation of our management, including our Principal Executive and Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to our management, including our principal executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching desired disclosure control objectives. Based on the evaluation, our Principal Executive and Financial Officer concluded that these disclosure controls and procedures are effective as of March 31, 2024

 

Changes in Internal Control over Financial Reporting

 

Our management, with the participation of our Principal Executive and Financial Officer, evaluated whether any change in our internal control over financial reporting occurred during the three months ended March 31, 2024. Based on that evaluation, it was concluded that there has been no change in our internal control over financial reporting during the three months ended March 31, 2024 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II

 

Item 5. Other Information

 

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period ending March 31, 2024

 

Item 6. Exhibits.

 

Number   Description
3.1   Articles of Continuance (Articles of Incorporation) (1)
3.2   Bylaws (2)
31.1   Certification of Principal Executive Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.*
31.2   Certification of Principal Financial Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.*
32.1   Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C. §1350 and §906 of the Sarbanes-Oxley Act of 2002.*
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed with this report.

 

(1) Incorporated by reference the same exhibit filed with the Company’s March 31, 2022 10-Q report.
   
(2) Incorporated by reference to Exhibit 3(ii) filed the Company’s 8-K report dated April 10, 2022.

 

 25 
 

 

SIGNATURES

 

In accordance with the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

May 15, 2024

 

  Flexible Solutions International, Inc.
     
  By: /s/ Daniel B. O’Brien
  Name: Daniel B. O’Brien
  Title: President and Principal Executive Officer
     
  By: /s/ Daniel B. O’Brien
  Name: Daniel B. O’Brien
  Title: Principal Financial and Accounting Officer

 

 26 

 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Daniel O’Brien, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Flexible Solutions International, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.

 

May 15, 2024 /s/ Daniel B. O’Brien
  Daniel O’Brien
  Principal Executive Officer

 

 

 

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Daniel O’Brien, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Flexible Solutions International, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.

 

May 15, 2024 /s/ Daniel B. O’Brien
  Daniel O’Brien
  Principal Financial Officer

 

 

 

 

Exhibit 32.1

 

CertificatION of Principal Executive Officer

Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

Solely for the purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned Principal Executive and Financial Officer of Flexible Solutions International, Inc. (the “Company”), hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

May 15, 2024 /s/ Daniel B. O’Brien
  Daniel B. O’Brien
  Principal Executive and Financial Officer

 

 

 

v3.24.1.1.u2
Cover - shares
3 Months Ended
Mar. 31, 2024
May 15, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 001-31540  
Entity Registrant Name FLEXIBLE SOLUTIONS INTERNATIONAL INC.  
Entity Central Index Key 0001069394  
Entity Tax Identification Number 71-1630889  
Entity Incorporation, State or Country Code A0  
Entity Address, Address Line One 6001 54 Ave.  
Entity Address, City or Town Taber  
Entity Address, State or Province AB  
Entity Address, Country CA  
Entity Address, Postal Zip Code T1G 1X4  
City Area Code (403)  
Local Phone Number 223-2995  
Title of 12(b) Security Common Stock  
Trading Symbol FSI  
Security Exchange Name NYSEAMER  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   12,450,532
v3.24.1.1.u2
Condensed Interim Consolidated Balance Sheets - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current    
Cash $ 5,302,954 $ 5,017,583
Term deposits (Note 2) 3,023,757 2,690,241
Accounts receivable, net (Note 4) 12,992,543 9,843,056
Inventories (Note 5) 10,459,256 11,134,889
Prepaid expenses and deposits 741,495 1,540,923
Total current assets 32,520,005 30,226,692
Property, equipment and leaseholds, net (Note 6) 13,267,240 13,171,787
Right of use assets (Note 3) 115,293
Intangible assets (Note 7) 2,240,000 2,280,000
Long term deposits (Note 8) 840,592 824,254
Investments (Note 9) 5,889,161 6,033,960
Goodwill (Note 7) 2,534,275 2,534,275
Deferred tax asset (Note 2) 284,794 284,794
Total Assets 57,576,067 55,471,055
Current    
Accounts payable 1,397,915 1,984,592
Accrued liabilities 699,005 284,131
Deferred revenue 131,827 148,292
Income taxes payable 4,749,391 4,485,213
Short term line of credit (Note 10) 3,259,935 1,810,479
Current portion of lease liability (Note 3) 59,520
Current portion of long term debt (Note 11) 1,665,440 1,281,632
Total current liabilities 11,903,513 10,053,859
Lease liability (Note 3) 55,773
Deferred income tax liability (Note 2) 260,047 260,047
Long term debt (Note 11) 6,321,396 6,833,304
Total Liabilities 18,484,956 17,202,983
Stockholders’ Equity    
Common stock, value 12,451 12,436
Capital in excess of par value 18,211,607 17,932,015
Other comprehensive loss (767,923) (795,146)
Accumulated earnings 18,510,277 18,053,051
Total stockholders’ equity – controlling interest 35,966,412 35,202,356
Non-controlling interests (Note 14) 3,124,699 3,065,716
Total Stockholders’ Equity 39,091,111 38,268,072
Total Liabilities and Stockholders’ Equity $ 57,576,067 $ 55,471,055
v3.24.1.1.u2
Condensed Interim Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, shares authorized 50,000,000 50,000,000
Common stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, par value $ 0.01 $ 0.01
Common stock, shares issued 12,450,532 12,432,523
Common stock, shares outstanding 12,450,532 12,432,523
v3.24.1.1.u2
Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Sales $ 9,224,872 $ 9,847,517
Cost of sales 6,404,505 6,762,525
Gross profit 2,820,367 3,084,992
Operating Expenses    
Wages 651,158 671,692
Administrative salaries and benefits 417,859 393,014
Insurance 244,260 201,530
Interest expense 175,266 134,870
Office and miscellaneous 157,623 98,846
Research 126,654 21,502
Consulting 99,921 62,977
Utilities 73,676 7,487
Advertising and promotion 66,949 48,398
Travel 66,261 61,652
Professional fees 60,995 62,767
Investor relations and transfer agent fee 39,304 89,892
Lease expense 30,150 25,295
Telecommunications 13,532 12,578
Shipping 7,829 4,666
Currency exchange (1,635) 2,576
Commissions 2,985
Total operating expenses 2,229,802 1,902,727
Operating income 590,565 1,182,265
Loss on lease termination (41,350)
Gain on investment 182,975 69,995
Interest income 48,197 12,011
Income before income tax 780,387 1,264,271
Income taxes    
Income tax expense (264,178) (299,777)
Net income for the period including non-controlling interests 516,209 964,494
Less: Net income attributable to non-controlling interests (58,983) (80,125)
Net income attributable to controlling interest $ 457,226 $ 884,369
Income per share (basic) $ 0.04 $ 0.07
Income per share (diluted) $ 0.04 $ 0.07
Weighted average number of common shares (basic) 12,449,699 12,432,914
Weighted average number of common shares (diluted) 12,449,699 12,532,404
Other comprehensive income (loss):    
Net income $ 516,209 $ 964,494
Unrealized income (loss) on foreign currency translations 27,223 (167,239)
Total comprehensive income 543,432 797,255
Comprehensive income – non-controlling interest (58,983) (80,125)
Comprehensive income attributable to Flexible Solutions International Inc. $ 484,449 $ 717,130
v3.24.1.1.u2
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Operating activities    
Net income for the period including non-controlling interests $ 516,209 $ 964,494
Adjustments to reconcile net income to net cash:    
Stock based compensation 253,357 185,298
Depreciation and amortization 422,669 342,810
Lease right of use amortization 13,694 12,775
Lease right of use financing 1,186 1,745
Loss on terminating lease 41,350  
Gain on investment (182,975) (69,995)
Changes in non-cash working capital items:    
(Increase) decrease in accounts receivable (3,149,487) (1,383,671)
Decrease in inventory 675,633 39,607
Decrease (increase) in prepaid expenses 799,428 (21,497)
(Decrease) increase in accounts payable and accrued liabilities (171,028) (179,149)
Increase in income taxes payable 264,178 152,577
Decrease in deferred revenue (16,465) (273,223)
Cash used in operating activities (532,251) (228,229)
Investing activities    
Long term deposits (21,778) (342,747)
Net purchase of property, equipment and leaseholds (478,123) (213,060)
Proceeds of equity investment 327,000
Cash used in investing activities (172,901) (555,807)
Financing activities    
Draw from short term line of credit 1,449,456 844,913
Repayment of long term debt (185,916) (177,639)
Proceeds of long term debt 57,816
Lease payments (50,790) (14,520)
Proceeds from issuance of common stock 26,250 13,600
Cash used in financing activities 1,296,816 666,354
Effect of exchange rate changes on cash 27,223 (167,239)
Inflow (outflow) of cash 618,887 (284,921)
Cash, beginning 7,707,824 6,815,099
Cash resources 8,326,711 6,530,178
Cash consists of:    
Cash 5,302,954 5,530,178
Term Deposits $ 3,023,757 $ 1,000,000
v3.24.1.1.u2
Condensed Interim Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Capital in Excess of Par Value [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Parent [Member]
Noncontrolling Interest [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 12,426 $ 17,523,345 $ 15,903,964 $ (805,799) $ 32,633,936 $ 2,605,034 $ 35,238,970
Beginning balance, shares at Dec. 31, 2022 12,426,260            
Translation adjustment (167,239) (167,239) (167,239)
Net income 884,369 884,369 80,125 964,494
Common stock issued $ 10 13,590 13,600 13,600
Common stock issued, shares 9,272            
Stock-based compensation 185,298 185,298 185,298
Ending balance, value at Mar. 31, 2023 $ 12,436 17,722,233 16,788,333 (973,038) 33,549,964 2,685,159 36,235,123
Ending balance, shares at Mar. 31, 2023 12,435,532            
Beginning balance, value at Dec. 31, 2023 $ 12,436 17,932,015 18,053,051 (795,146) 35,202,356 3,065,716 38,268,072
Beginning balance, shares at Dec. 31, 2023 12,435,532            
Translation adjustment 27,223 27,223 27,223
Net income 457,226 457,226 58,983 516,209
Common stock issued $ 15 26,235 26,250 26,250
Common stock issued, shares 15,000            
Stock-based compensation 253,357 253,357 253,357
Ending balance, value at Mar. 31, 2024 $ 12,451 $ 18,211,607 $ 18,510,277 $ (767,923) $ 35,966,412 $ 3,124,699 $ 39,091,111
Ending balance, shares at Mar. 31, 2024 12,450,532            
v3.24.1.1.u2
BASIS OF PRESENTATION
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
BASIS OF PRESENTATION

1. BASIS OF PRESENTATION

 

These interim condensed consolidated financial statements (“consolidated financial statements”) include the accounts of Flexible Solutions International, Inc. (the “Company”), its wholly-owned subsidiaries Flexible Fermentation Ltd., NanoChem Solutions Inc. (“NanoChem”), Flexible Solutions Ltd., Flexible Biomass LP, FS Biomass Inc., NCS Deferred Corp., Natural Chem SEZC Ltd., InnFlex Holdings Inc., ENP Peru Investments LLC (“ENP Peru”), its 80% controlling interest in 317 Mendota LLC (“317 Mendota”), and its 65% controlling interest in ENP Investments, LLC (“ENP Investments”) and ENP Mendota, LLC (“ENP Mendota”). All inter-company balances and transactions have been eliminated upon consolidation. The Company was incorporated on May 12, 1998 in the State of Nevada and in 2019, the Company redomiciled into Alberta, Canada.

 

In 2022, NanoChem purchased an additional 50% in ENP Peru, increasing its share to 91.67%. ENP Investments owned the remaining 8.33%, of which the Company has a 65% interest. In 2023, NanoChem purchased the remaining 8.33% of shares to become sole owner. ENP Peru was previously accounted for under the equity method however, it is now consolidated into the financial statements from the date control was obtained.

 

In 2023, the Company purchased an 80% interest in 317 Mendota, a newly incorporated company established to purchase a large manufacturing building. ENP Investments will occupy part of this building, freeing up more space in the building owned by ENP Peru for NanoChem. The Company intends to rent the remainder of the space to suitable tenants. The remaining 20% non-controlling interest is held by unrelated parties.

 

The Company and its subsidiaries develop, manufacture and market specialty chemicals which slow the evaporation of water. One product, HEATSAVR®, is marketed for use in swimming pools and spas where its use, by slowing the evaporation of water, allows the water to retain a higher temperature for a longer period of time and thereby reduces the energy required to maintain the desired temperature of the water in the pool. Another product, WATERSAVR®, is marketed for water conservation in irrigation canals, aquaculture, and reservoirs where its use slows water loss due to evaporation. In addition to the water conservation products, the Company also manufactures and markets water-soluble chemicals utilizing thermal polyaspartate biopolymers (hereinafter referred to as “TPAs”), which are beta-proteins manufactured from the common biological amino acid, L-aspartic. TPAs can be formulated to prevent corrosion and scaling in water piping within the petroleum, chemical, utility and mining industries. TPAs are also used as proteins to enhance fertilizers in improving crop yields and can be used as additives for household laundry detergents, consumer care products and pesticides. The TPA division also manufactures two nitrogen conservation products for agriculture that slows nitrogen loss from fields.

 

v3.24.1.1.u2
SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES

2. SIGNIFICANT ACCOUNTING POLICIES

 

These consolidated financial statements have been prepared on a historical cost basis, except where otherwise noted, in accordance with accounting principles generally accepted in the United States applicable to a going concern and reflect the policies outlined below.

 

In the opinion of management, the accompanying unaudited condensed interim consolidated financial statements contain all adjustments (all of which are of a normal recurring nature) and disclosures necessary for a fair presentation of the Company’s financial position as of March 31, 2024 and the results of its operations for the three months then ended. The consolidated balance sheet as of December 31, 2023 is derived from the December 31, 2023 audited financial statements.

 

(a) Cash and Cash Equivalents.

 

The Company considers all highly liquid investments purchased with an original or remaining maturity of less than three months at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with several financial institutions. As of March 31, 2024 and December 31, 2023, the Company did not have any cash equivalents.

 

(b) Term Deposits.

 

The Company has five term deposits that are maintained by commercials banks. The first term deposit is for $688,126 and matures in April 2024. This deposit pays 4.908% interest and if withdrawn before maturity, the greater of the loss of accrued interest or $150, plus 1% of the principal shall be levied. The second term deposit is for $303,954 and matures in February 2025. This deposit pays 1.3% interest and if withdrawn before maturity, a penalty may be applied. The third term deposit is for $720,982, matures in May 2024 and pays interest at a rate of 3.00%. If withdrawn before maturity, the greater of the loss of accrued interest or $150, plus 1% of the principal shall be levied. The fourth term deposit is for $1,000,000 and matures in May 2024. This deposit pays 3.85% and if withdrawn before maturity, the greater of the loss of accrued interest or $150, plus 1% of the principal shall be levied. The fifth term deposit is for $310,695, matures in August 2024 and pays interest at a rate of 3.85%. If withdrawn before maturity, a penalty may be applied.

 

(c) Inventories and Cost of Sales.

 

The Company has three major classes of inventory: completed goods, work in progress and raw materials and supplies. In all classes inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis or weighted average cost formula to inventories in different subsidiaries. Cost of sales includes all expenditures incurred in bringing the goods to the point of sale. Inventory costs and costs of sales include direct costs of the raw material, inbound freight charges, warehousing costs, handling costs (receiving and purchasing) and utilities and overhead expenses related to the Company’s manufacturing and processing facilities. Shipping and handling charges billed to customers are included in revenue (2024 - $128,289; 2023 - $143,173). Shipping and handling costs incurred are included in cost of goods sold (2024 - $216,503; 2023 - $255,489).

 

 

(d) Allowance for expected credit losses.

 

The Company’s expected credit losses are determined through a review using historical credit loss experience; changes in asset specific characteristics, current conditions, and reasonable and supportable future forecasts, among other specific account data, and is performed at least quarterly. The company develops and documents its methodology to determine its allowance for expected credit losses. Risk characteristics used by the Company may include customer mix, knowledge of customers and general economic conditions of the various local economics, among others. Specific account balances are written off when management determines the amounts to be uncollectible. Management has reviewed the balance reserved through the allowance for expected losses and believes it is reasonable.

 

(e) Property, Equipment, Leaseholds and Intangible Assets.

 

The following assets are recorded at cost and depreciated using the methods and annual rates shown below:

 

     
Manufacturing equipment   20% Declining balance
Office equipment   20% Declining balance
Building and improvements   10% Declining balance
Automobiles   Straight-line over 5 years
Technology   Straight-line over 10 years
Leasehold improvements   Straight-line over lease term
Customer relationships   Straight-line over 15 years
     

 

(f) Impairment of Long-Lived Assets.

 

In accordance with FASB Codification Topic 360, Property, Plant and Equipment (ASC 360), the Company reviews long-lived assets, including, but not limited to, property, equipment and leaseholds, patents and other assets, for impairment annually or whenever events or changes in circumstances indicate the carrying amounts of assets may not be recoverable. The carrying value of long-lived assets is assessed for impairment by evaluating operating performance and future undiscounted cash flows of the underlying assets. If the expected future cash flows of an asset is less than its carrying value, an impairment measurement is indicated. Impairment charges are recorded to the extent that an asset’s carrying value exceeds its fair value. Accordingly, actual results could vary significantly from such estimates. There were no impairment charges during the periods presented.

 

(g) Foreign Currency.

 

The functional currency of the Company is the U.S. dollar. The functional currency of three of the Company’s subsidiaries is the Canadian dollar. The translation of the Canadian dollar to the reporting currency of the Company, the U.S. dollar, is performed for assets and liabilities using exchange rates in effect at the balance sheet date. Revenue and expense transactions are translated using average exchange rates prevailing during the year. Translation adjustments arising on conversion of the Company’s financial statements from the subsidiary’s functional currency, Canadian dollars, into the reporting currency, U.S. dollars, are excluded from the determination of income (loss) and are disclosed as other comprehensive income in the consolidated statements of income and comprehensive income.

 

Foreign exchange gains and losses relating to transactions not denominated in the applicable local currency are included in operating income (loss) if realized during the year and in comprehensive income (loss) if they remain unrealized at the end of the year.

 

(h) Revenue Recognition.

 

The Company generates revenue primarily from energy and water conservation products and biodegradable polymers, as further discussed in Note 15.

 

 

The Company follows a five-step model for revenue recognition. The five steps are: (1) identification of the contract(s) with the customer, (2) identification of the performance obligation(s) in the contract(s), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligation, and (5) recognition of revenue when (or as) the performance obligation is satisfied. The Company has fulfilled its performance obligations when control transfers to the customer, which is generally at the time the product is shipped since risk of loss is transferred to the purchaser upon delivery to the carrier. For shipments which are free-on-board shipping point, the Company has elected to account for shipping and handling activities as a fulfillment cost rather than as an additional promised service and performance obligation.

 

Since the Company’s inception, product returns have been insignificant; therefore, no provision has been established for estimated product returns.

 

Deferred revenues consist of products sold to distributors with payment terms greater than the Company’s customary business terms due to lack of credit history or operating in a new market in which the Company has no prior experience. The Company defers the recognition of revenue until the criteria for revenue recognition has been met and payments become due or cash is received from these distributors.

 

(i) Stock Issued in Exchange for Services.

 

The Company’s common stock issued in exchange for services is valued at estimated fair market value based upon trading prices of the Company’s common stock on the dates of the stock transactions. The corresponding expense of the services rendered is recognized over the period that the services are performed.

 

(j) Stock-based Compensation.

 

The Company recognizes compensation expense for all share-based payments in accordance with FASB Codification Topic 718, Compensation — Stock Compensation (ASC 718). Under the fair value recognition provisions of ASC 718, the Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award.

 

The fair value at grant date of stock options is estimated using the Black-Scholes option-pricing model. Compensation expense is recognized on a straight-line basis over the stock option vesting period based on the estimated number of stock options that are expected to vest. Shares are issued from treasury upon exercise of stock options.

 

(k) Other Comprehensive Income.

 

Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income, but are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive income is comprised only of unrealized foreign exchange gains and losses related to the translation of subsidiaries’ functional currency into the reporting currency.

 

(l) Income Per Share.

 

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted earnings per share are calculated giving effect to the potential dilution of the exercise of options and warrants. Common equivalent shares, composed of incremental common shares issuable upon the exercise of stock options and warrants are included in diluted net income per share to the extent that these shares are dilutive. Common equivalent shares that have an anti-dilutive effect on net income per share have been excluded from the calculation of diluted weighted average shares outstanding for the three months ended March 31, 2024 and 2023.

 

 

(m) Use of Estimates.

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and would impact the results of operations and cash flows.

 

Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

 

Significant areas requiring the use of management estimates include assumptions and estimates relating to the valuation of goodwill and intangible assets, valuation of assets acquired at fair value, asset impairment analysis, share-based payments, valuation allowances for deferred income tax assets, determination of useful lives of property, equipment and leaseholds and intangible assets, recoverability of accounts receivable, recoverability of investments, discount rates for right of use assets and the costing and recoverable value of inventory.

 

(n) Fair Value of Financial Instruments.

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs described below, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

 

  Level 1 – Quoted prices in active markets for identical assets or liabilities.
  Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
  Level 3 — Unobservable inputs that are supported by little or no market activity which is significant to the fair value of the assets or liabilities.

 

The fair values of cash, term deposits, accounts receivable, accounts payable, accrued liabilities and the short term line of credit for all periods presented approximate their respective carrying amounts due to the short term nature of these financial instruments.

 

The fair value of the long term debt and lease liabilities for all periods presented approximate their respective carrying amounts due to these financial instruments being at market rates.

 

(o) Contingencies.

 

Certain conditions may exist as of the date the consolidated financial statements are issued which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

 

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Legal fees associated with loss contingencies are expensed as incurred. The Company is not aware of any contingencies at the date of these consolidated financial statements.

 

(p) Income Taxes.

 

Income taxes are computed by multiplying the Company’s taxable net income by the Company’s effective tax rates. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry-forwards, if any. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized.

 

In accordance with FASB Codification Topic 740, Income taxes (ASC 740) under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At March 31, 2024, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as interest expense in the consolidated statements of income and comprehensive income.

 

(q) Risk Management.

 

The Company’s credit risk is primarily attributable to its accounts receivable. The amounts presented in the accompanying consolidated balance sheets are net of allowances for doubtful accounts, estimated by the Company’s management based on prior experience and the current economic environment. The Company is exposed to credit-related losses in the event of non-payment by customers. Credit exposure is minimized by dealing with only credit worthy counterparties. Revenue for the Company’s three primary customers totaled $5,106,905 (55%) for the three months ended March 31, 2024 (2023 - $4,366,106 or 44%). Accounts receivable for the Company’s three primary customers totaled $7,843,766 (60%) at March 31, 2024 (December 31, 2023 - $6,561,164 or 67%). See Note 4 for allowance for doubtful accounts, all unrelated to our primary customers.

 

The credit risk on cash is limited because the Company limits its exposure to credit loss by placing its cash with major financial institutions. The Company maintains cash balances at financial institutions which at times exceed federally insured amounts. The Company has not experienced any losses in such accounts.

 

The Company is exposed to foreign risk to the extent that market value rate fluctuations materially differ for financial assets and liabilities denominated in foreign currencies.

 

In order to manage its exposure to foreign exchange risks, the Company closely monitors the fluctuations in the foreign currency exchange rates and the impact on the value of cash, accounts receivable, and accounts payable and accrued liabilities. The Company has not hedged its exposure to currency fluctuations.

 

The Company is exposed to interest rate risk to the extent that the fair value or future cash flows for financial liabilities will fluctuate as a result of changes in market interest rates. The Company is exposed to interest rate risk on its long-term debt subject to fixed long-term interest rates.

 

In order to manage its exposure to interest rate risk, the Company closely monitors fluctuations in market interest risks and will refinance its long-term debt where possible to obtain more favourable rates.

 

 

(r) Equity Method Investment.

 

The Company accounts for investments using the equity method of accounting if the investment provides the Company the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is initially recorded at cost in the consolidated balance sheets under other assets and adjusted for dividends received and the Company’s share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded through other income (loss), net in the consolidated statements of operations and comprehensive income (loss).

 

(s) Goodwill and Intangible Assets.

 

Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to the assets acquired and liabilities assumed. Goodwill is not amortized, but is reviewed for impairment annually or more frequently if certain impairment conditions arise. The Company performs an annual goodwill impairment review in the fourth quarter of each year at the reporting unit level. The evaluation begins with a qualitative assessment of the factors that could impact the significant inputs used to estimate fair value. If after performing the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, including goodwill, then no further analysis is necessary. However, if the results of the qualitative test are unclear, the Company performs a quantitative test, which involves comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses an income-based valuation method, determining the present value of future cash flows, to estimate the fair value of a reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, and no further analysis is necessary. If the fair value of the reporting unit is less than its carrying amount, goodwill impairment would be recognized equal to the amount of the carrying value in excess of the reporting unit’s fair value, limited to the total amount of goodwill allocated to the reporting unit.

 

Intangible assets primarily include trademarks and trade secrets with indefinite lives and customer-relationships with finite lives. Intangible assets with indefinite lives are not amortized but are tested for impairment on an annual basis, or more frequently if indicators of impairment are present. Indefinite lived intangible assets are assessed using either a qualitative or a quantitative approach. The qualitative assessment evaluates factors including macro-economic conditions, industry and company-specific factors, legal and regulatory environments, and historical company performance in assessing fair value. If it is determined that it is more likely than not that the fair value of the intangible asset is less than its carrying value, a quantitative test is then performed. Otherwise, no further testing is required. When using a quantitative approach, the Company compares the fair value of the intangible asset to its carrying amount. If the estimated fair value of the intangible asset is less than the carrying amount of the intangible asset, impairment is indicated, requiring recognition of an impairment charge for the differential.

 

In accordance with FASB Codification Topic 350, Intangibles – Goodwill and Other, (ASC 350), qualitative assessments of goodwill and indefinite-lived intangible assets were performed at December 31, 2023. Based on the results of the assessment, it was determined that it is more likely than not the reporting unit, customer lists and trademarks had a fair value in excess of their carrying amounts. Accordingly, no further impairment testing was completed and no impairment charges related to goodwill or indefinite-lived intangibles were recognized during the three months ended March 31, 2024.

 

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described in the “Impairment of Long Lived Assets” significant accounting policy.

 

(t) Recent Accounting Pronouncements.

 

The Company has implemented all applicable new accounting pronouncements that are in effect. Those pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

 

v3.24.1.1.u2
LEASES
3 Months Ended
Mar. 31, 2024
Leases  
LEASES

3. LEASES

 

Leases are evaluated and classified as either operating or finance leases by the lessee and as either operating, sales-type or direct financing leases by the lessor. For leases with terms greater than 12 months, the Company records the related right-of-use (“ROU”) asset and lease obligation at the present value of lease payments over the term. Leases may include fixed rental escalation clauses, renewal options and / or termination options that are factored into the determination of lease payments when appropriate. The Company’s operating leases are included in ROU assets, lease liabilities-current portion and lease liability-long term portion in the accompanying consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. The Company’s leases do not usually provide a readily determinable implicit rate; therefore, an estimate of the Company’s incremental borrowing rate is used to discount the lease payments based on information available at the lease commencement date. The discount rate used was 5.5%.

 

In March 2024, the Company consolidated NanoChem operations into the Peril, IL locations and terminated the lease in Naperville, IL. The Company had to pay a penalty of $35,910 and forfeited the $5,440 security deposit to terminate the lease early and incurred a loss of $41,350 on early termination of the lease. The table below summarizes the right-of-use asset and lease liability for the periods ended March 31, 2024 and December 31, 2023.

 

Right of Use Assets     
Balance at December 31, 2022  $167,222 
Depreciation   (51,929)
Balance at December 31, 2023  $115,293 
Depreciation   (13,694)
Early termination of lease   (101,599)
Balance at March 31, 2024  $- 
      
Lease Liability     
Balance at December 31, 2022  $167,222 
Lease interest expense   6,151 
Payments   (58,080)
Balance at December 31, 2023  $115,293 
Lease interest expense   1,186 
Payments   (14,880)
Early termination of lease   (101,599)
Balance at March 31, 2024  $- 

 

v3.24.1.1.u2
ACCOUNTS RECEIVABLE
3 Months Ended
Mar. 31, 2024
Receivables [Abstract]  
ACCOUNTS RECEIVABLE

4. ACCOUNTS RECEIVABLE

 

   March 31, 2024   December 31, 2023 
         
Accounts receivable  $13,281,820   $10,133,249 
Allowances for doubtful accounts   (289,277)   (290,193)
Total accounts receivable  $12,992,543   $9,843,056 

 

v3.24.1.1.u2
INVENTORIES
3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
INVENTORIES

5. INVENTORIES

 

   March 31, 2024   December 31, 2023 
         
Completed goods  $2,139,797   $2,682,158 
Raw materials and supplies   8,319,459    8,452,731 
Total inventory  $10,459,256   $11,134,889 

 

 

v3.24.1.1.u2
PROPERTY, EQUIPMENT AND LEASEHOLDS
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, EQUIPMENT AND LEASEHOLDS

6. PROPERTY, EQUIPMENT AND LEASEHOLDS

 

   March 31, 2024   Accumulated   March 31, 2024 
   Cost   Depreciation   Net 
Buildings and improvements  $12,408,992   $4,049,352   $8,359,640 
Automobiles   196,255    147,232    49,023 
Office equipment   122,161    111,825    10,336 
Manufacturing equipment   10,424,369    6,016,720    4,407,649 
Land   440,592        440,592 
Leasehold improvements   88,872    88,872     
Technology   100,819    100,819     
   $23,782,060   $10,514,820   $13,267,240 

 

   December 31, 2023   Accumulated   December 31, 2023 
   Cost   Depreciation   Net 
Buildings and improvements  $12,341,605   $3,896,887   $8,444,718 
Automobiles   196,255    140,040    56,215 
Office equipment   177,623    165,048    12,575 
Manufacturing equipment   10,017,466    5,799,779    4,217,687 
Land   440,592        440,592 
Leasehold improvements   88,872    88,872     
Technology   103,292    103,292     
   $23,365,705   $10,193,918   $13,171,787 

 

Amount of depreciation expense for three months ended March 31, 2024 was: $382,669 (2023 - $302,810) and is included in cost of sales in the unaudited interim condensed consolidated statements of income and comprehensive income.

 

In January 2024, the Company lost power during a winter storm and some frozen pipes caused damage at two different locations. Insurance was in place and repairs are currently being made.

 

v3.24.1.1.u2
GOODWILL AND INTANGIBLE ASSETS
3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS

7. GOODWILL AND INTANGIBLE ASSETS

 

Goodwill     
Balance as of December 31, 2022 and 2023 and March 31, 2024  $2,534,275 
      
Indefinite Lived Intangible Assets     
Balance as of December 31, 2022 and 2023 and March 31, 2024  $770,000 

 

Goodwill relates to the acquisition of ENP Investments. Indefinite lived intangible assets consist of trade secrets and trademarks related to the acquisition of ENP Investments.

 

Definite Life Intangible Assets     
Balance as of December 31, 2022   1,670,000 
Amortization   (160,000)
Balances as of December 31, 2023  $1,510,000 
Amortization   (40,000)
Balances as of March 31, 2024  $1,470,000 

 

 

The amount of amortization for three months ended March 31, 2024 was $40,000 (2023 - $40,000) and was included in cost of sales in the unaudited interim condensed consolidated statements of income and comprehensive income.

 

Definite lived intangible assets consist of customer relationships and software related to the acquisition of ENP Investments.

 

Estimated amortization expense over the next five years is as follows:

 

2024  $160,000 
2025   160,000 
2026   160,000 
2027   160,000 
2028   160,000 

 

v3.24.1.1.u2
LONG TERM DEPOSITS
3 Months Ended
Mar. 31, 2024
Long Term Deposits  
LONG TERM DEPOSITS

8. LONG TERM DEPOSITS

 

The Company has security deposits that are long term in nature which consist of damage deposits held by landlords and deposits held by various vendors for equipment purchases.

 

   March 31, 2024   December 31, 2023 
         
Long term deposits  $840,592   $824,254 

 

v3.24.1.1.u2
INVESTMENTS
3 Months Ended
Mar. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]  
INVESTMENTS

9. INVESTMENTS

 

(a) The Company previously held a 50% ownership interest in ENP Peru, split between NanoChem (41.67%) and ENP Investments (8.33%), which was acquired in fiscal 2016. ENP Peru is located in Illinois and leases warehouse space to other entities in the Company. In June 2022, NanoChem acquired an additional 50% ownership interest at a cost of $506,659 paid through a new $259,000 mortgage and cash on hand. The 35% non-controlling interest of the 8.33% owned by ENP Investments is included in non-controlling interest in these consolidated financial statements. The Company’s investment in ENP Peru was previously accounted for using the equity method, however, it is now consolidated into the consolidated financial statements from the date control was obtained. In June 2023, NanoChem purchased the remaining 8.33% of ENP Peru from ENP Investments to become full owner.

 

It was determined that ENP Peru did not meet the definition of a business in accordance with FASB Codification Topic 805, Business Combinations (ASC 805), and the acquisition was accounted for as an asset acquisition. The following table summarizes the final purchase price allocation of the consideration paid to the respective fair values of the assets acquired and liabilities assumed in ENP Peru as of the acquisition date. The gain on acquisition of ENP Peru represents a gain on remeasurement of the Company’s equity method investment immediately prior to the acquisition date.

 

      
Purchase consideration  $506,659 
      
Assets acquired:     
Cash   7,330 
Building   3,750,000 
Land   150,000 
Liabilities assumed:     
Deferred tax liability   (174,582)
Long term debt   (2,849,500)
Total identifiable net assets:   883,248 
Excess of assets acquired over consideration   376,589 
Less investment eliminated upon consolidation   (41,538)
Gain on acquisition of ENP Peru  $335,051 

 

A summary of the Company’s investment follows:

 

Balance, December 31, 2022   22,642 
Return of equity   (8,750)
Gain in equity method investment   27,646 
Investment eliminated upon consolidation   (41,538)
Balance, December 31, 2023 and March 31, 2024  $- 

 

 

(b) In December 2018, the Company invested $200,000 in Applied Holding Corp. (“Applied”). Applied is a captive insurance company and the Company received a non-convertible promissory note for its investment which becomes due in 2021 but may be extended with notice for a maximum of two years. During the year ended December 31, 2021, the Company entered an agreement with Applied to extend the maturity date of this promissory note to December 2023. In October 2023, the Company received the payment of $200,000 to settle the promissory note and the balance of this investment at March 31, 2024 is $nil (December 31, 2023 - $nil). In accordance with FASB Codification Topic 321, Investments – Equity Securities (ASC 321), the Company has elected to account for this investment at cost.

 

(c) In December 2018, the Company invested $500,000 in Trio Opportunity Corp. (“Trio”), a privately held entity and a further $470,000 was invested in April 2023. Trio is a real estate investment vehicle and the Company received 97,000 non-voting Class B shares at $10.00/share. In accordance with ASC 321, the Company has elected to account for this investment at cost.

 

(d) In January 2019, the Company invested in a Florida based LLC that is engaged in international sales of fertilizer additives. The Company accounts for this investment using the equity method of accounting. According to the operating agreement, the Company has a 50% interest in the profit and loss of the Florida based LLC but does not have control. A summary of the Company’s investment follows:

 

Balance, December 31, 2022  $3,758,895 
Gain in equity method investment   505,065 
Return of equity   (200,000)
Balance, December 31, 2023   4,063,960 
Gain in equity method investment   182,201 
Return of equity   (327,000)
Balance, March 31, 2024  $3,919,161 

 

Summarized profit and loss information related to the equity accounted investment is as follows:

 

   Three months
ended
March 31, 2024
   Three months
ended
March 31, 2023
 
         
Net sales  $3,319,582   $3,447,125 
Gross profit   1,014,988    965,052 
Net income  $364,403   $139,990 

 

During the three months ended March 31, 2024, the Company had sales of $2,299,938 (2023 - $1,778,897) to the Florida Based LLC, of which $1,723,833 is included within Accounts Receivable as at March 31, 2024 (December 31, 2023 - $2,073,813).

 

 

(e) In December 2020, the Company invested $500,000 in Lygos Inc. (“Lygos”), a privately held entity, under a Simple Agreement for Future Equity (“SAFE”) agreement. Lygos is a company developing a sustainable aspartic acid microbe strain. In 2021, the Company made a second SAFE investment of $500,000 for a total of $1,000,000. In accordance with ASC 321, the Company has elected to account for this investment at cost.

 

v3.24.1.1.u2
SHORT-TERM LINE OF CREDIT
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
SHORT-TERM LINE OF CREDIT

10. SHORT-TERM LINE OF CREDIT

 

(a) In June 2023, ENP Investments renewed the line of credit with Stock Yards Bank and Trust (“Stock Yards”), increasing the limit by $500,000 from the previous line of credit. The revolving line of credit is for an aggregate amount of up to the lesser of (i) $4,500,000, or (ii) 50-80% of eligible domestic accounts receivable plus 50% of inventory, capped at $2,000,000. Interest on the unpaid principal balance of this loan will be calculated using the greater of prime or 8.25%. The interest rate at March 31, 2024 is 8.5% (December 31, 2023 - 8.5%).

 

The revolving line of credit contains customary affirmative and negative covenants, including the following: compliance with laws, provisions of financial statements and periodic reports, payment of taxes, maintenance of inventory and insurance, maintenance of operating accounts at Stock Yards, Stock Yard’s access to collateral, formation or acquisition of subsidiaries, incurrence of indebtedness, dispositions of assets, granting liens, changes in business, ownership or business locations, engaging in mergers and acquisitions, making investments or distributions and affiliate transactions. NanoChem is a guarantor of 65% of all the principal and other loan costs not to exceed $2,925,000. The non-controlling interest is the guarantor of the remaining 35% of all the principal and other loan costs not to exceed $1,575,000. As of March 31, 2024, ENP Investments was in compliance with all loan covenants.

 

To secure the repayment of any amounts borrowed under the revolving line of credit, the Company granted Stock Yards a security interest in substantially all of the assets of ENP Investments, exclusive of intellectual property assets.

 

Short-term borrowings outstanding under the revolving line as of March 31, 2024 were $3,259,935 (December 31, 2023 - $1,810,479).

 

(b) In June 2023, the Company renewed the line of credit with Stock Yards Bank and Trust (“Stock Yards”). The revolving line of credit is for an aggregate amount of up to the lesser of (i) $4,000,000, or (ii) 80% of eligible domestic accounts receivable and certain foreign accounts receivable plus 50% of inventory, capped at $2,000,000. Interest on the unpaid principal balance of this loan will be calculated using the greater of prime or 8.25%. The interest rate at March 31, 2024 is 8.5% (December 31, 2023 - 8.5%).

 

The revolving line of credit contains customary affirmative and negative covenants, including the following: compliance with laws, provision of financial statements and periodic reports, payment of taxes, maintenance of inventory and insurance, maintenance of operating accounts at Stock Yards, Stock Yards access to collateral, formation or acquisition of subsidiaries, incurrence of indebtedness, dispositions of assets, granting liens, changes in business, ownership or business locations, engaging in mergers and acquisitions, making investments or distributions and affiliate transactions. The covenants also require that the Company maintain a minimum ratio of qualifying financial assets to the sum of qualifying financial obligations. As of March 31, 2024, the Company was in compliance with all loan covenants.

 

To secure repayment of any amounts borrowed under the revolving line of credit, the Company granted Stock Yards a security interest in substantially all of the assets of NanoChem, exclusive of intellectual property assets.

 

Short-term borrowings outstanding under the revolving line as of March 31, 2024 were $nil (December 31, 2023 were $nil).

 

v3.24.1.1.u2
LONG TERM DEBT
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
LONG TERM DEBT

11. LONG TERM DEBT

 

(a) In January 2020, ENP Mendota refinanced its mortgage and signed a loan for $450,000 with Stock Yards to be repaid over 10 years with monthly installments plus interest. Interest for the first five years is at 4.35% and it will be adjusted for the last five years to the Cincinnati Federal Home Bank Loan 5 year fixed index plus 4.5%. Interest expense for the three months ended March 31, 2024 was $4,373 (2023 - $4,501). The balance owing at March 31, 2024 was $396,371 (December 31, 2023 - $399,269).

 

 

To secure repayment of any amounts borrowed under the mortgage, the Company granted Stock Yards a security interest in real property under the mortgage and all rents on said property.

 

(b) In June 2022, NanoChem signed a loan for $1,935,000 with Stock Yards with an interest rate of 4.90% to be repaid over three years with equal monthly payments including interest. The funds were used to replace the loans at Midland for the purchase of the 65% interest in ENP Investments and the new manufacturing equipment. Interest expense for the three months ended March 31, 2024 was $11,801 (2023 - $19,409). The balance owing at March 31, 2024 was $842,828 (December 31, 2023 - $1,004,748).

 

(c) In January 2020 ENP Peru signed a $3,000,000 loan with an interest rate 4.35% to be repaid over ten years with equal monthly payments including interest. Upon the purchase of the remainder of ENP Peru in June 2022, the Company assumed the first mortgage at Stock Yards with a balance of $2,849,500. Interest expense for the three months ended March 31, 2024 was $30,003 (2023 - $30,530). The balance owing at March 31, 2024 was $2,717,683 (December 31, 2023 - $2,737,232).

 

(d) In June 2022, ENP Peru obtained a second mortgage for $259,000 with Stock Yards to be repaid over 10 years with monthly installments plus interest with an interest rate of 5.4%. Interest expense for the three months ended March 31, 2024 was $3,409 (2023 - $3,452). The balance owing at March 31, 2024 was $248,658 (December 31, 2023 - $250,207).

 

(e) In December 2022, NanoChem signed a three year loan for up to $2,000,000 with Stock Yards with an interest rate of 6.5%. Interest only payments are required for the first 18 months with interest and principal being paid in the last 18 months. The funds are being used to purchase new manufacturing equipment. Interest expense for the three months ended March 31, 2024 was $23,525 (2022 - $15,917). The balance owing at March 31, 2024 was $1,533,004 (December 31, 2023 - $1,475,188).

 

(f) In June 2023, 317 Mendota signed a five year loan for up to $3,240,000 with Stock Yards to purchase a building and any necessary renovations. Interest only payments are required for the first 12 months with interest and principal being paid the remaining four years and a lump sum due in June 2028. Interest expense for the three months ended March 31, 2024 was $46,886 (2023 - $nil). The balance owing at March 31, 2024 was $2,248,292 (December 31, 2023 - $2,248,292).

 

As of March 31, 2024, Company was in compliance with all loan covenants. 

 

Continuity  March 31, 2024   December 31, 2023 
Balance, January 1  $8,114,936   $6,154,077 
Plus: Proceeds from loans   57,816    2,686,682 
Less: Payments on loan   (185,916)   (725,823)
Balance, end of period  $7,986,836   $8,114,936 

 

Outstanding balance  March 31, 2024   December 31, 2023 
a) Long term debt – Stock Yards Bank & Trust  $396,371   $399,269 
b) Long term debt – Stock Yards Bank & Trust   842,828    1,004,748 
c) Long term debt – Stock Yards Bank & Trust   2,717,683    2,737,232 
d) Long term debt – Stock Yards Bank & Trust   248,658    250,207 
e) Long term debt – Stock Yards Bank & Trust   1,533,004    1,475,188 
f) Long term debt – Stock Yards Bank & Trust   2,248,292    2,248,292 
Long-term debt   7,986,836    8,114,936 
Less: current portion   (1,665,440)   (1,281,632)
Long-term debt non current  $6,321,396   $6,833,304 

 

 

v3.24.1.1.u2
STOCK OPTIONS
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK OPTIONS

12. STOCK OPTIONS

 

The Company has a stock option plan (“Plan”). The purpose of this Plan is to provide additional incentives to key employees, officers, directors and consultants of the Company and its subsidiaries in order to help attract and retain the best available personnel for positions of responsibility and otherwise promote the success of the Company’s business. It is intended that options issued under this Plan constitute non-qualified stock options. The general terms of awards under the option plan are that 100% of the options granted will vest the year following the grant unless a executive employee is granted a multi-year stock option grant where an equal amount vests over the next 5 years. The maximum term of options granted is 5 years and the exercise price for all options are issued for not less than fair market value at the date of the grant.

 

The following table summarizes the Company’s stock option activities for the year ended December 31, 2023 and the three-month period ended March 31, 2024:

 

   Number of shares  

Exercise price

per share

  

Weighted average

exercise price

 
             
Balance, December 31, 2022   1,686,000   $1.704.13   $    3.26 
Cancelled or expired   (564,000)  $3.464.13   $3.55 
Exercised   (8,000)  $1.70   $1.70 
Balance, December 31, 2023   1,114,000   $1.75 3.61   $3.13 
Granted   950,000   $2.00   $2.00 
Cancelled or expired   (103,000)  $1.75 3.61   $2.06 
Exercised   (15,000)  $1.75   $1.75 
Balance, March 31, 2024   1,946,000   $2.00 3.61   $2.65 
Exercisable, March 31, 2024   814,000   $2.003.61   $2.86 

 

The weighted-average remaining contractual life of outstanding options is 3.75 years.

 

The fair value of each option grant is calculated using the following weighted average assumptions:

 

   2024 
Expected life – years   3.0 
Interest rate   3.8934.22%
Volatility   59.7260.35%
Weighted average fair value of options granted  $0.710.79 

 

During the three months ended March 31, 2024, the Company granted 56,000 (2023 – nil) stock options to consultants and has applied ASC 718 using the Black-Scholes option-pricing model, which resulted in expenses of $9,940 (2023 - $nil). Options granted in other years resulted in additional expenses of $nil (2023 – $62,241). During the three months ended March 31, 2024, employees were granted 894,000 (2023 – nil) stock options, which resulted in expenses of $199,687 (2023 – $nil). Options granted in other years resulted in additional expenses in the amount of $43,730 for employees during the three months ended March 31, 2024 (2023 - $328,769). There were 15,000 employee and nil consultant stock options exercised during the three months ended March 31, 2024 (2023 – 8,000 employee; nil consultant).

 

As of March 31, 2024, there was approximately $822,813 of compensation expense related to non-vested awards. This expense is expected to be recognized over a weighted average period of 2.3 years.

 

The aggregate intrinsic value of vested options outstanding at March 31, 2024 is $nil (2023 – $161,430). The intrinsic value of options exercised during the three months ended March 31, 2024 was $720 (2023 - $11,520).

 

 

v3.24.1.1.u2
CAPITAL STOCK
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
CAPITAL STOCK

13. CAPITAL STOCK

 

During the three months ended March 31, 2024, 15,000 shares were issued upon the exercise of employee stock options (2023 – 8,000).

 

During the three months ended March 31, 2023, the Company issued 1,272 shares to a consultant for services rendered, resulting in an expense of $4,070 on the unaudited interim condensed consolidated statements of income and comprehensive income for the three months ended March 31, 2023.

 

During 2023, the Company announced a special dividend of $0.05 per share that was paid on May 16, 2023 to shareholders.

 

v3.24.1.1.u2
NON-CONTROLLING INTERESTS
3 Months Ended
Mar. 31, 2024
Noncontrolling Interest [Abstract]  
NON-CONTROLLING INTERESTS

14. NON-CONTROLLING INTERESTS

 

(a) ENP Investments is a limited liability corporation (“LLC”) that manufactures and distributes golf, turf and ornamental agriculture products in Mendota, Illinois. The Company owns a 65% interest in ENP Investments through its wholly-owned subsidiary NanoChem. An unrelated party (“NCI”) owns the remaining 35% interest in ENP Investments. ENP Mendota is a wholly owned subsidiary of ENP Investments. ENP Mendota is a LLC that leases warehouse space. For financial reporting purposes, the assets, liabilities and earnings of both of the LLC’s are consolidated into these financial statements. The NCI’s ownership interest in ENP Investments is recorded in non-controlling interests in these consolidated financial statements. The non-controlling interest represents NCI’s interest in the earnings and equity of ENP Investments. ENP Investments is allocated to the TPA segment.

 

ENP Investments makes cash distributions to its equity owners based on formulas defined within its Ownership Interest Purchase Agreement dated October 1, 2018. Distributions are defined in the Ownership Interest Purchase Agreement as cash on hand to the extent it exceeds current and anticipated long-term and short-term needs, including, without limitation, needs for operating expenses, debt service, acquisitions, reserves, and mandatory distributions, if any.

 

From the effective date of acquisition onward, the minimum distributions requirements under the Ownership Interest Purchase Agreement were satisfied. The total distribution from the effective date of acquisition onward was $3,225,957.

 

Balance, December 31, 2022  $2,605,034 
Distribution   (719,439)
Non-controlling interest share of income   1,015,604 
Balance, December 31, 2023   2,901,199 
Non-controlling interest share of income   80,460 
Balance, March 31, 2024  $2,981,659 

 

During the three months ended March 31, 2024, the Company had sales of $1,291,426 (2023 - $1,098,948) to NCI, of which $5,381,282 is included in Accounts Receivable as of March 31, 2024 (December 31, 2023 – $4,225,028).

 

b) 317 Mendota is a LLC that owns real estate that the Company intends to occupy part of while renting out the excess. The Company owns a 80% interest in 317 Mendota and an unrelated party (“317 NCI”) owns the remaining 20% interest in 317 Mendota. For financial reporting purposes, the assets, liabilities and earnings of 317 Mendota are consolidated into these financial statements. The 317 NCI’s ownership interest in 317 Mendota is recorded in non-controlling interests in these consolidated financial statements. The non-controlling interest represents 317 NCI’s interest in the earnings and equity of 317 Mendota. 317 Mendota is allocated to the TPA segment as that is the intended use of the building.

 

Balance, December 31, 2022  $- 
Acquisition   200,000 
Non-controlling interest share of income   (35,483)
Balance, December 31, 2023   164,517 
Non-controlling interest share of income   (21,477)
Balance, March 31, 2024  $143,040 

 

 

v3.24.1.1.u2
SEGMENTED, SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY
3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
SEGMENTED, SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY

15. SEGMENTED, SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY

 

The Company operates in two segments:

 

(a) Energy and water conservation products (as shown under the column heading “EWCP” below), which consists of a (i) liquid swimming pool blankets which save energy and water by inhibiting evaporation from the pool surface, and (ii) food-safe powdered form of the active ingredient within the liquid blankets and which are designed to be used in still or slow moving drinking water sources.

 

(b) Biodegradable polymers, also known as TPA’s (as shown under the column heading “BCPA” below), used by the petroleum, chemical, utility and mining industries to prevent corrosion and scaling in water piping. This product can also be used in detergents to increase biodegradability and in agriculture to increase crop yields by enhancing fertilizer uptake.

 

The third product line is nitrogen conservation products used for the agriculture industry. These products decrease the loss of nitrogen fertilizer after initial application and allows less fertilizer to be used. These products are made and sold by the Company’s TPA division.

 

The accounting policies of the segments are the same as those described in Note 2, Significant Accounting Policies. The Company evaluates performance based on profit or loss from operations before income taxes, not including nonrecurring gains and losses and foreign exchange gains and losses

 

The Company’s reportable segments are strategic business units that offer different, but synergistic products and services. They are managed separately because each business requires different technology and marketing strategies.

 

Three months ended March 31, 2024:

   EWCP   BCPA   Consolidated 
             
Sales  $41,608   $9,183,264   $9,224,872 
Interest expense   -    175,266    175,266 
Depreciation   3,883    418,786    422,669 
Income tax expense   34,940    229,238    264,178 
Segment profit   18,540    438,685    457,225 
Segment assets   3,664,387    53,897,000    57,561,387 
Expenditures for segment assets   -    (477,350)   (477,350)

 

Three months ended March 31, 2023:

   EWCP   BCPA   Consolidated 
             
Sales  $80,660   $9,776,857   $9,847,517 
Interest expense   -    134,870    134,870 
Depreciation   4,279    360,905    365,184 
Income tax expense   915    298,862    299,777 
Segment profit   (151,728)   1,116,222    964,494 
Segment assets   2,858,968    50,079,080    52,938,048 
Expenditures for segment assets   -    (213,060)   (213,060)

 

 

Sales by territory are shown below:

 

   Three months
ended
March 31, 2024
   Three months
ended
March 31, 2023
 
         
Canada  $88,478   $116,680 
United States and abroad   9,136,394    9,730,837 
Total  $9,224,872   $9,847,517 

 

The Company’s long-lived assets (property, equipment, leaseholds, right of use assets, intangibles, and goodwill) are located in Canada and the United States as follows:

 

   March 31, 2024   December 31, 2023 
         
Canada  $135,299   $142,577 
United States   17,906,216    17,958,778 
Total  $18,041,515   $18,101,355 

 

Three primary customers accounted for $5,106,905 (55%) of sales during the three-month period ended March 31, 2024 (2023 - $4,366,106 or 44%).

 

v3.24.1.1.u2
COMPARATIVE FIGURES
3 Months Ended
Mar. 31, 2024
Comparative Figures  
COMPARATIVE FIGURES

16. COMPARATIVE FIGURES.

 

Certain of the comparative figures have been reclassified to conform with the current period’s presentation.

 

v3.24.1.1.u2
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

17. SUBSEQUENT EVENTS

 

In April 2024, the Company announced a special dividend of $0.10 per share that to be paid on May 16, 2024 to shareholders of record on April 30, 2024.

v3.24.1.1.u2
SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Cash and Cash Equivalents

(a) Cash and Cash Equivalents.

 

The Company considers all highly liquid investments purchased with an original or remaining maturity of less than three months at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with several financial institutions. As of March 31, 2024 and December 31, 2023, the Company did not have any cash equivalents.

 

Term Deposits

(b) Term Deposits.

 

The Company has five term deposits that are maintained by commercials banks. The first term deposit is for $688,126 and matures in April 2024. This deposit pays 4.908% interest and if withdrawn before maturity, the greater of the loss of accrued interest or $150, plus 1% of the principal shall be levied. The second term deposit is for $303,954 and matures in February 2025. This deposit pays 1.3% interest and if withdrawn before maturity, a penalty may be applied. The third term deposit is for $720,982, matures in May 2024 and pays interest at a rate of 3.00%. If withdrawn before maturity, the greater of the loss of accrued interest or $150, plus 1% of the principal shall be levied. The fourth term deposit is for $1,000,000 and matures in May 2024. This deposit pays 3.85% and if withdrawn before maturity, the greater of the loss of accrued interest or $150, plus 1% of the principal shall be levied. The fifth term deposit is for $310,695, matures in August 2024 and pays interest at a rate of 3.85%. If withdrawn before maturity, a penalty may be applied.

 

Inventories and Cost of Sales

(c) Inventories and Cost of Sales.

 

The Company has three major classes of inventory: completed goods, work in progress and raw materials and supplies. In all classes inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis or weighted average cost formula to inventories in different subsidiaries. Cost of sales includes all expenditures incurred in bringing the goods to the point of sale. Inventory costs and costs of sales include direct costs of the raw material, inbound freight charges, warehousing costs, handling costs (receiving and purchasing) and utilities and overhead expenses related to the Company’s manufacturing and processing facilities. Shipping and handling charges billed to customers are included in revenue (2024 - $128,289; 2023 - $143,173). Shipping and handling costs incurred are included in cost of goods sold (2024 - $216,503; 2023 - $255,489).

 

 

Allowance for expected credit losses

(d) Allowance for expected credit losses.

 

The Company’s expected credit losses are determined through a review using historical credit loss experience; changes in asset specific characteristics, current conditions, and reasonable and supportable future forecasts, among other specific account data, and is performed at least quarterly. The company develops and documents its methodology to determine its allowance for expected credit losses. Risk characteristics used by the Company may include customer mix, knowledge of customers and general economic conditions of the various local economics, among others. Specific account balances are written off when management determines the amounts to be uncollectible. Management has reviewed the balance reserved through the allowance for expected losses and believes it is reasonable.

 

Property, Equipment, Leaseholds and Intangible Assets

(e) Property, Equipment, Leaseholds and Intangible Assets.

 

The following assets are recorded at cost and depreciated using the methods and annual rates shown below:

 

     
Manufacturing equipment   20% Declining balance
Office equipment   20% Declining balance
Building and improvements   10% Declining balance
Automobiles   Straight-line over 5 years
Technology   Straight-line over 10 years
Leasehold improvements   Straight-line over lease term
Customer relationships   Straight-line over 15 years
     

 

Impairment of Long-Lived Assets

(f) Impairment of Long-Lived Assets.

 

In accordance with FASB Codification Topic 360, Property, Plant and Equipment (ASC 360), the Company reviews long-lived assets, including, but not limited to, property, equipment and leaseholds, patents and other assets, for impairment annually or whenever events or changes in circumstances indicate the carrying amounts of assets may not be recoverable. The carrying value of long-lived assets is assessed for impairment by evaluating operating performance and future undiscounted cash flows of the underlying assets. If the expected future cash flows of an asset is less than its carrying value, an impairment measurement is indicated. Impairment charges are recorded to the extent that an asset’s carrying value exceeds its fair value. Accordingly, actual results could vary significantly from such estimates. There were no impairment charges during the periods presented.

 

Foreign Currency

(g) Foreign Currency.

 

The functional currency of the Company is the U.S. dollar. The functional currency of three of the Company’s subsidiaries is the Canadian dollar. The translation of the Canadian dollar to the reporting currency of the Company, the U.S. dollar, is performed for assets and liabilities using exchange rates in effect at the balance sheet date. Revenue and expense transactions are translated using average exchange rates prevailing during the year. Translation adjustments arising on conversion of the Company’s financial statements from the subsidiary’s functional currency, Canadian dollars, into the reporting currency, U.S. dollars, are excluded from the determination of income (loss) and are disclosed as other comprehensive income in the consolidated statements of income and comprehensive income.

 

Foreign exchange gains and losses relating to transactions not denominated in the applicable local currency are included in operating income (loss) if realized during the year and in comprehensive income (loss) if they remain unrealized at the end of the year.

 

Revenue Recognition

(h) Revenue Recognition.

 

The Company generates revenue primarily from energy and water conservation products and biodegradable polymers, as further discussed in Note 15.

 

 

The Company follows a five-step model for revenue recognition. The five steps are: (1) identification of the contract(s) with the customer, (2) identification of the performance obligation(s) in the contract(s), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligation, and (5) recognition of revenue when (or as) the performance obligation is satisfied. The Company has fulfilled its performance obligations when control transfers to the customer, which is generally at the time the product is shipped since risk of loss is transferred to the purchaser upon delivery to the carrier. For shipments which are free-on-board shipping point, the Company has elected to account for shipping and handling activities as a fulfillment cost rather than as an additional promised service and performance obligation.

 

Since the Company’s inception, product returns have been insignificant; therefore, no provision has been established for estimated product returns.

 

Deferred revenues consist of products sold to distributors with payment terms greater than the Company’s customary business terms due to lack of credit history or operating in a new market in which the Company has no prior experience. The Company defers the recognition of revenue until the criteria for revenue recognition has been met and payments become due or cash is received from these distributors.

 

Stock Issued in Exchange for Services

(i) Stock Issued in Exchange for Services.

 

The Company’s common stock issued in exchange for services is valued at estimated fair market value based upon trading prices of the Company’s common stock on the dates of the stock transactions. The corresponding expense of the services rendered is recognized over the period that the services are performed.

 

Stock-based Compensation

(j) Stock-based Compensation.

 

The Company recognizes compensation expense for all share-based payments in accordance with FASB Codification Topic 718, Compensation — Stock Compensation (ASC 718). Under the fair value recognition provisions of ASC 718, the Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award.

 

The fair value at grant date of stock options is estimated using the Black-Scholes option-pricing model. Compensation expense is recognized on a straight-line basis over the stock option vesting period based on the estimated number of stock options that are expected to vest. Shares are issued from treasury upon exercise of stock options.

 

Other Comprehensive Income

(k) Other Comprehensive Income.

 

Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income, but are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive income is comprised only of unrealized foreign exchange gains and losses related to the translation of subsidiaries’ functional currency into the reporting currency.

 

Income Per Share

(l) Income Per Share.

 

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted earnings per share are calculated giving effect to the potential dilution of the exercise of options and warrants. Common equivalent shares, composed of incremental common shares issuable upon the exercise of stock options and warrants are included in diluted net income per share to the extent that these shares are dilutive. Common equivalent shares that have an anti-dilutive effect on net income per share have been excluded from the calculation of diluted weighted average shares outstanding for the three months ended March 31, 2024 and 2023.

 

 

Use of Estimates

(m) Use of Estimates.

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and would impact the results of operations and cash flows.

 

Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

 

Significant areas requiring the use of management estimates include assumptions and estimates relating to the valuation of goodwill and intangible assets, valuation of assets acquired at fair value, asset impairment analysis, share-based payments, valuation allowances for deferred income tax assets, determination of useful lives of property, equipment and leaseholds and intangible assets, recoverability of accounts receivable, recoverability of investments, discount rates for right of use assets and the costing and recoverable value of inventory.

 

Fair Value of Financial Instruments

(n) Fair Value of Financial Instruments.

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs described below, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

 

  Level 1 – Quoted prices in active markets for identical assets or liabilities.
  Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
  Level 3 — Unobservable inputs that are supported by little or no market activity which is significant to the fair value of the assets or liabilities.

 

The fair values of cash, term deposits, accounts receivable, accounts payable, accrued liabilities and the short term line of credit for all periods presented approximate their respective carrying amounts due to the short term nature of these financial instruments.

 

The fair value of the long term debt and lease liabilities for all periods presented approximate their respective carrying amounts due to these financial instruments being at market rates.

 

Contingencies

(o) Contingencies.

 

Certain conditions may exist as of the date the consolidated financial statements are issued which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

 

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Legal fees associated with loss contingencies are expensed as incurred. The Company is not aware of any contingencies at the date of these consolidated financial statements.

 

Income Taxes

(p) Income Taxes.

 

Income taxes are computed by multiplying the Company’s taxable net income by the Company’s effective tax rates. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry-forwards, if any. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized.

 

In accordance with FASB Codification Topic 740, Income taxes (ASC 740) under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At March 31, 2024, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as interest expense in the consolidated statements of income and comprehensive income.

 

Risk Management

(q) Risk Management.

 

The Company’s credit risk is primarily attributable to its accounts receivable. The amounts presented in the accompanying consolidated balance sheets are net of allowances for doubtful accounts, estimated by the Company’s management based on prior experience and the current economic environment. The Company is exposed to credit-related losses in the event of non-payment by customers. Credit exposure is minimized by dealing with only credit worthy counterparties. Revenue for the Company’s three primary customers totaled $5,106,905 (55%) for the three months ended March 31, 2024 (2023 - $4,366,106 or 44%). Accounts receivable for the Company’s three primary customers totaled $7,843,766 (60%) at March 31, 2024 (December 31, 2023 - $6,561,164 or 67%). See Note 4 for allowance for doubtful accounts, all unrelated to our primary customers.

 

The credit risk on cash is limited because the Company limits its exposure to credit loss by placing its cash with major financial institutions. The Company maintains cash balances at financial institutions which at times exceed federally insured amounts. The Company has not experienced any losses in such accounts.

 

The Company is exposed to foreign risk to the extent that market value rate fluctuations materially differ for financial assets and liabilities denominated in foreign currencies.

 

In order to manage its exposure to foreign exchange risks, the Company closely monitors the fluctuations in the foreign currency exchange rates and the impact on the value of cash, accounts receivable, and accounts payable and accrued liabilities. The Company has not hedged its exposure to currency fluctuations.

 

The Company is exposed to interest rate risk to the extent that the fair value or future cash flows for financial liabilities will fluctuate as a result of changes in market interest rates. The Company is exposed to interest rate risk on its long-term debt subject to fixed long-term interest rates.

 

In order to manage its exposure to interest rate risk, the Company closely monitors fluctuations in market interest risks and will refinance its long-term debt where possible to obtain more favourable rates.

 

 

Equity Method Investment

(r) Equity Method Investment.

 

The Company accounts for investments using the equity method of accounting if the investment provides the Company the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is initially recorded at cost in the consolidated balance sheets under other assets and adjusted for dividends received and the Company’s share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded through other income (loss), net in the consolidated statements of operations and comprehensive income (loss).

 

Goodwill and Intangible Assets

(s) Goodwill and Intangible Assets.

 

Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to the assets acquired and liabilities assumed. Goodwill is not amortized, but is reviewed for impairment annually or more frequently if certain impairment conditions arise. The Company performs an annual goodwill impairment review in the fourth quarter of each year at the reporting unit level. The evaluation begins with a qualitative assessment of the factors that could impact the significant inputs used to estimate fair value. If after performing the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, including goodwill, then no further analysis is necessary. However, if the results of the qualitative test are unclear, the Company performs a quantitative test, which involves comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses an income-based valuation method, determining the present value of future cash flows, to estimate the fair value of a reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, and no further analysis is necessary. If the fair value of the reporting unit is less than its carrying amount, goodwill impairment would be recognized equal to the amount of the carrying value in excess of the reporting unit’s fair value, limited to the total amount of goodwill allocated to the reporting unit.

 

Intangible assets primarily include trademarks and trade secrets with indefinite lives and customer-relationships with finite lives. Intangible assets with indefinite lives are not amortized but are tested for impairment on an annual basis, or more frequently if indicators of impairment are present. Indefinite lived intangible assets are assessed using either a qualitative or a quantitative approach. The qualitative assessment evaluates factors including macro-economic conditions, industry and company-specific factors, legal and regulatory environments, and historical company performance in assessing fair value. If it is determined that it is more likely than not that the fair value of the intangible asset is less than its carrying value, a quantitative test is then performed. Otherwise, no further testing is required. When using a quantitative approach, the Company compares the fair value of the intangible asset to its carrying amount. If the estimated fair value of the intangible asset is less than the carrying amount of the intangible asset, impairment is indicated, requiring recognition of an impairment charge for the differential.

 

In accordance with FASB Codification Topic 350, Intangibles – Goodwill and Other, (ASC 350), qualitative assessments of goodwill and indefinite-lived intangible assets were performed at December 31, 2023. Based on the results of the assessment, it was determined that it is more likely than not the reporting unit, customer lists and trademarks had a fair value in excess of their carrying amounts. Accordingly, no further impairment testing was completed and no impairment charges related to goodwill or indefinite-lived intangibles were recognized during the three months ended March 31, 2024.

 

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described in the “Impairment of Long Lived Assets” significant accounting policy.

 

Recent Accounting Pronouncements

(t) Recent Accounting Pronouncements.

 

The Company has implemented all applicable new accounting pronouncements that are in effect. Those pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

v3.24.1.1.u2
SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SCHEDULE OF METHOD OF DEPRECIATION

The following assets are recorded at cost and depreciated using the methods and annual rates shown below:

 

     
Manufacturing equipment   20% Declining balance
Office equipment   20% Declining balance
Building and improvements   10% Declining balance
Automobiles   Straight-line over 5 years
Technology   Straight-line over 10 years
Leasehold improvements   Straight-line over lease term
Customer relationships   Straight-line over 15 years
     
v3.24.1.1.u2
LEASES (Tables)
3 Months Ended
Mar. 31, 2024
Leases  
SUMMARY OF RIGHT-OF-USE ASSET AND LEASE LIABILITY

In March 2024, the Company consolidated NanoChem operations into the Peril, IL locations and terminated the lease in Naperville, IL. The Company had to pay a penalty of $35,910 and forfeited the $5,440 security deposit to terminate the lease early and incurred a loss of $41,350 on early termination of the lease. The table below summarizes the right-of-use asset and lease liability for the periods ended March 31, 2024 and December 31, 2023.

 

Right of Use Assets     
Balance at December 31, 2022  $167,222 
Depreciation   (51,929)
Balance at December 31, 2023  $115,293 
Depreciation   (13,694)
Early termination of lease   (101,599)
Balance at March 31, 2024  $- 
      
Lease Liability     
Balance at December 31, 2022  $167,222 
Lease interest expense   6,151 
Payments   (58,080)
Balance at December 31, 2023  $115,293 
Lease interest expense   1,186 
Payments   (14,880)
Early termination of lease   (101,599)
Balance at March 31, 2024  $- 
v3.24.1.1.u2
ACCOUNTS RECEIVABLE (Tables)
3 Months Ended
Mar. 31, 2024
Receivables [Abstract]  
SCHEDULE OF ACCOUNTS RECEIVABLE

 

   March 31, 2024   December 31, 2023 
         
Accounts receivable  $13,281,820   $10,133,249 
Allowances for doubtful accounts   (289,277)   (290,193)
Total accounts receivable  $12,992,543   $9,843,056 
v3.24.1.1.u2
INVENTORIES (Tables)
3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORY

 

   March 31, 2024   December 31, 2023 
         
Completed goods  $2,139,797   $2,682,158 
Raw materials and supplies   8,319,459    8,452,731 
Total inventory  $10,459,256   $11,134,889 
v3.24.1.1.u2
PROPERTY, EQUIPMENT AND LEASEHOLDS (Tables)
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY, EQUIPMENT AND LEASEHOLDS

 

   March 31, 2024   Accumulated   March 31, 2024 
   Cost   Depreciation   Net 
Buildings and improvements  $12,408,992   $4,049,352   $8,359,640 
Automobiles   196,255    147,232    49,023 
Office equipment   122,161    111,825    10,336 
Manufacturing equipment   10,424,369    6,016,720    4,407,649 
Land   440,592        440,592 
Leasehold improvements   88,872    88,872     
Technology   100,819    100,819     
   $23,782,060   $10,514,820   $13,267,240 

 

   December 31, 2023   Accumulated   December 31, 2023 
   Cost   Depreciation   Net 
Buildings and improvements  $12,341,605   $3,896,887   $8,444,718 
Automobiles   196,255    140,040    56,215 
Office equipment   177,623    165,048    12,575 
Manufacturing equipment   10,017,466    5,799,779    4,217,687 
Land   440,592        440,592 
Leasehold improvements   88,872    88,872     
Technology   103,292    103,292     
   $23,365,705   $10,193,918   $13,171,787 
v3.24.1.1.u2
GOODWILL AND INTANGIBLE ASSETS (Tables)
3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF GOODWILL AND INDEFINITE LIVED INTANGIBLE ASSETS

 

Goodwill     
Balance as of December 31, 2022 and 2023 and March 31, 2024  $2,534,275 
      
Indefinite Lived Intangible Assets     
Balance as of December 31, 2022 and 2023 and March 31, 2024  $770,000 

 

Goodwill relates to the acquisition of ENP Investments. Indefinite lived intangible assets consist of trade secrets and trademarks related to the acquisition of ENP Investments.

 

Definite Life Intangible Assets     
Balance as of December 31, 2022   1,670,000 
Amortization   (160,000)
Balances as of December 31, 2023  $1,510,000 
Amortization   (40,000)
Balances as of March 31, 2024  $1,470,000 
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE

Estimated amortization expense over the next five years is as follows:

 

2024  $160,000 
2025   160,000 
2026   160,000 
2027   160,000 
2028   160,000 
v3.24.1.1.u2
LONG TERM DEPOSITS (Tables)
3 Months Ended
Mar. 31, 2024
Long Term Deposits  
SCHEDULE OF LONG TERM DEPOSITS

The Company has security deposits that are long term in nature which consist of damage deposits held by landlords and deposits held by various vendors for equipment purchases.

 

   March 31, 2024   December 31, 2023 
         
Long term deposits  $840,592   $824,254 

 

v3.24.1.1.u2
INVESTMENTS (Tables)
3 Months Ended
Mar. 31, 2024
ENP Peru Investments LLC [Member]  
SCHEDULE OF FAIR VALUES OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED

 

      
Purchase consideration  $506,659 
      
Assets acquired:     
Cash   7,330 
Building   3,750,000 
Land   150,000 
Liabilities assumed:     
Deferred tax liability   (174,582)
Long term debt   (2,849,500)
Total identifiable net assets:   883,248 
Excess of assets acquired over consideration   376,589 
Less investment eliminated upon consolidation   (41,538)
Gain on acquisition of ENP Peru  $335,051 
SCHEDULE OF EQUITY METHOD INVESTMENT

A summary of the Company’s investment follows:

 

Balance, December 31, 2022   22,642 
Return of equity   (8,750)
Gain in equity method investment   27,646 
Investment eliminated upon consolidation   (41,538)
Balance, December 31, 2023 and March 31, 2024  $- 
Florida Based LLC [Member]  
SCHEDULE OF EQUITY METHOD INVESTMENT

 

Balance, December 31, 2022  $3,758,895 
Gain in equity method investment   505,065 
Return of equity   (200,000)
Balance, December 31, 2023   4,063,960 
Gain in equity method investment   182,201 
Return of equity   (327,000)
Balance, March 31, 2024  $3,919,161 
SUMMARY OF PROFIT AND LOSS INFORMATION RELATED TO EQUITY ACCOUNTED INVESTMENT

Summarized profit and loss information related to the equity accounted investment is as follows:

 

   Three months
ended
March 31, 2024
   Three months
ended
March 31, 2023
 
         
Net sales  $3,319,582   $3,447,125 
Gross profit   1,014,988    965,052 
Net income  $364,403   $139,990 
v3.24.1.1.u2
LONG TERM DEBT (Tables)
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
SCHEDULE OF LOAN COVENANTS

As of March 31, 2024, Company was in compliance with all loan covenants. 

 

Continuity  March 31, 2024   December 31, 2023 
Balance, January 1  $8,114,936   $6,154,077 
Plus: Proceeds from loans   57,816    2,686,682 
Less: Payments on loan   (185,916)   (725,823)
Balance, end of period  $7,986,836   $8,114,936 
SCHEDULE OF OUTSTANDING BALANCE LOAN

Outstanding balance  March 31, 2024   December 31, 2023 
a) Long term debt – Stock Yards Bank & Trust  $396,371   $399,269 
b) Long term debt – Stock Yards Bank & Trust   842,828    1,004,748 
c) Long term debt – Stock Yards Bank & Trust   2,717,683    2,737,232 
d) Long term debt – Stock Yards Bank & Trust   248,658    250,207 
e) Long term debt – Stock Yards Bank & Trust   1,533,004    1,475,188 
f) Long term debt – Stock Yards Bank & Trust   2,248,292    2,248,292 
Long-term debt   7,986,836    8,114,936 
Less: current portion   (1,665,440)   (1,281,632)
Long-term debt non current  $6,321,396   $6,833,304 
v3.24.1.1.u2
STOCK OPTIONS (Tables)
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
SCHEDULE OF STOCK OPTION ACTIVITIES

The following table summarizes the Company’s stock option activities for the year ended December 31, 2023 and the three-month period ended March 31, 2024:

 

   Number of shares  

Exercise price

per share

  

Weighted average

exercise price

 
             
Balance, December 31, 2022   1,686,000   $1.704.13   $    3.26 
Cancelled or expired   (564,000)  $3.464.13   $3.55 
Exercised   (8,000)  $1.70   $1.70 
Balance, December 31, 2023   1,114,000   $1.75 3.61   $3.13 
Granted   950,000   $2.00   $2.00 
Cancelled or expired   (103,000)  $1.75 3.61   $2.06 
Exercised   (15,000)  $1.75   $1.75 
Balance, March 31, 2024   1,946,000   $2.00 3.61   $2.65 
Exercisable, March 31, 2024   814,000   $2.003.61   $2.86 
SCHEDULE OF STOCK OPTION FAIR VALUE ASSUMPTIONS

The fair value of each option grant is calculated using the following weighted average assumptions:

 

   2024 
Expected life – years   3.0 
Interest rate   3.8934.22%
Volatility   59.7260.35%
Weighted average fair value of options granted  $0.710.79 
v3.24.1.1.u2
NON-CONTROLLING INTERESTS (Tables)
3 Months Ended
Mar. 31, 2024
Noncontrolling Interest [Abstract]  
SCHEDULE OF DISTRIBUTIONS

Balance, December 31, 2022  $2,605,034 
Distribution   (719,439)
Non-controlling interest share of income   1,015,604 
Balance, December 31, 2023   2,901,199 
Non-controlling interest share of income   80,460 
Balance, March 31, 2024  $2,981,659 
SCHEDULE OF NON CONTROLLING INTEREST RELATED TO ACQUISITION

Balance, December 31, 2022  $- 
Acquisition   200,000 
Non-controlling interest share of income   (35,483)
Balance, December 31, 2023   164,517 
Non-controlling interest share of income   (21,477)
Balance, March 31, 2024  $143,040 
v3.24.1.1.u2
SEGMENTED, SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY (Tables)
3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
SCHEDULE OF REPORTABLE SEGMENTS

   EWCP   BCPA   Consolidated 
             
Sales  $41,608   $9,183,264   $9,224,872 
Interest expense   -    175,266    175,266 
Depreciation   3,883    418,786    422,669 
Income tax expense   34,940    229,238    264,178 
Segment profit   18,540    438,685    457,225 
Segment assets   3,664,387    53,897,000    57,561,387 
Expenditures for segment assets   -    (477,350)   (477,350)

 

Three months ended March 31, 2023:

   EWCP   BCPA   Consolidated 
             
Sales  $80,660   $9,776,857   $9,847,517 
Interest expense   -    134,870    134,870 
Depreciation   4,279    360,905    365,184 
Income tax expense   915    298,862    299,777 
Segment profit   (151,728)   1,116,222    964,494 
Segment assets   2,858,968    50,079,080    52,938,048 
Expenditures for segment assets   -    (213,060)   (213,060)
SCHEDULE OF REVENUE GENERATED IN UNITED STATES AND CANADA

Sales by territory are shown below:

 

   Three months
ended
March 31, 2024
   Three months
ended
March 31, 2023
 
         
Canada  $88,478   $116,680 
United States and abroad   9,136,394    9,730,837 
Total  $9,224,872   $9,847,517 
SCHEDULE OF LONG-LIVED ASSETS ARE LOCATED IN CANADA AND UNITED STATE

The Company’s long-lived assets (property, equipment, leaseholds, right of use assets, intangibles, and goodwill) are located in Canada and the United States as follows:

 

   March 31, 2024   December 31, 2023 
         
Canada  $135,299   $142,577 
United States   17,906,216    17,958,778 
Total  $18,041,515   $18,101,355 
v3.24.1.1.u2
BASIS OF PRESENTATION (Details Narrative)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
317 Mendota LLC [Member]      
Subsidiary company ownership interest rate 80.00% 80.00%  
317 Mendota LLC [Member] | Unrelated Party [Member]      
Noncontrolling interest percentage   20.00%  
ENP Investments LLC and ENP Mendota [Member]      
Subsidiary company ownership interest rate 65.00%    
ENP Peru [Member]      
Subsidiary company ownership interest rate     65.00%
Increase decrease in share percentage     91.67%
Remaining investment owned percentage   8.33% 8.33%
ENP Peru [Member] | Unrelated Party [Member]      
Increase decrease in share percentage     50.00%
v3.24.1.1.u2
SCHEDULE OF METHOD OF DEPRECIATION (Details)
3 Months Ended
Mar. 31, 2024
Machinery and Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation method used and annual rate 20% Declining balance
Office Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation method used and annual rate 20% Declining balance
Building and Building Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation method used and annual rate 10% Declining balance
Automobiles [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation method used and annual rate Straight-line over 5 years
Technology Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation method used and annual rate Straight-line over 10 years
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation method used and annual rate Straight-line over lease term
Customer Relationships [Member]  
Property, Plant and Equipment [Line Items]  
Depreciation method used and annual rate Straight-line over 15 years
v3.24.1.1.u2
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Product Information [Line Items]      
Sale $ 9,224,872 $ 9,847,517  
Cost of sales $ 6,404,505 6,762,525  
Investment [Member]      
Product Information [Line Items]      
Equity method investment, description Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate.    
Three Primary Customers [Member] | Revenue from Contract with Customer Benchmark [Member]      
Product Information [Line Items]      
Sale $ 5,106,905 $ 4,366,106  
Accounts receivable, after allowance for credit loss, percentage 55.00% 44.00%  
Three Primary Customers [Member] | Accounts Receivable [Member]      
Product Information [Line Items]      
Sale $ 7,843,766   $ 6,561,164
Accounts receivable, after allowance for credit loss, percentage 60.00%   67.00%
Shipping and Handling [Member]      
Product Information [Line Items]      
Sale $ 128,289 $ 143,173  
Cost of sales 216,503 $ 255,489  
First Term [Member]      
Product Information [Line Items]      
Deposits $ 688,126    
Interest rate 4.908%    
Minimum interest penalty $ 150    
Second Term [Member]      
Product Information [Line Items]      
Deposits $ 303,954    
Interest rate 1.30%    
Third Term [Member]      
Product Information [Line Items]      
Deposits $ 720,982    
Interest rate 3.00%    
Minimum interest penalty $ 150    
Fourth Term [Member]      
Product Information [Line Items]      
Deposits $ 1,000,000    
Interest rate 3.85%    
Minimum interest penalty $ 150    
Fifth Term [Member]      
Product Information [Line Items]      
Deposits $ 310,695    
Interest rate 3.85%    
v3.24.1.1.u2
SUMMARY OF RIGHT-OF-USE ASSET AND LEASE LIABILITY (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Leases    
Payment of penalty $ 35,910  
Security deposit 5,440  
Loss on terminating lease 41,350  
Right of use assets, beginning balance 115,293 $ 167,222
Depreciation (13,694) (51,929)
Right of use assets, early termination of lease (101,599)  
Right of use assets, ending balance 115,293
Lease liability, beginning balance 115,293 167,222
Lease interest expense 1,186 6,151
Payments (14,880) (58,080)
Lease liability, early termination of lease (101,599)  
Lease liability, ending balance $ 115,293
v3.24.1.1.u2
LEASES (Details Narrative)
Mar. 31, 2024
Leases  
Operating leases discount rate 5.50%
v3.24.1.1.u2
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Receivables [Abstract]    
Accounts receivable $ 13,281,820 $ 10,133,249
Allowances for doubtful accounts (289,277) (290,193)
Total accounts receivable $ 12,992,543 $ 9,843,056
v3.24.1.1.u2
SCHEDULE OF INVENTORY (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Completed goods $ 2,139,797 $ 2,682,158
Raw materials and supplies 8,319,459 8,452,731
Total inventory $ 10,459,256 $ 11,134,889
v3.24.1.1.u2
SCHEDULE OF PROPERTY, EQUIPMENT AND LEASEHOLDS (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Cost $ 23,782,060 $ 23,365,705
Accumulated Depreciation 10,514,820 10,193,918
Property, plant and equipment, net, total 13,267,240 13,171,787
Building and Building Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Cost 12,408,992 12,341,605
Accumulated Depreciation 4,049,352 3,896,887
Property, plant and equipment, net, total 8,359,640 8,444,718
Automobiles [Member]    
Property, Plant and Equipment [Line Items]    
Cost 196,255 196,255
Accumulated Depreciation 147,232 140,040
Property, plant and equipment, net, total 49,023 56,215
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Cost 122,161 177,623
Accumulated Depreciation 111,825 165,048
Property, plant and equipment, net, total 10,336 12,575
Machinery and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Cost 10,424,369 10,017,466
Accumulated Depreciation 6,016,720 5,799,779
Property, plant and equipment, net, total 4,407,649 4,217,687
Land [Member]    
Property, Plant and Equipment [Line Items]    
Cost 440,592 440,592
Accumulated Depreciation
Property, plant and equipment, net, total 440,592 440,592
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Cost 88,872 88,872
Accumulated Depreciation 88,872 88,872
Property, plant and equipment, net, total
Developed Technology Rights [Member]    
Property, Plant and Equipment [Line Items]    
Cost 100,819 103,292
Accumulated Depreciation 100,819 103,292
Property, plant and equipment, net, total
v3.24.1.1.u2
PROPERTY, EQUIPMENT AND LEASEHOLDS (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Property, Plant and Equipment [Abstract]    
Depreciation $ 382,669 $ 302,810
v3.24.1.1.u2
SCHEDULE OF GOODWILL AND INDEFINITE LIVED INTANGIBLE ASSETS (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill $ 2,534,275 $ 2,534,275  
Indefinite lived intangible assets 770,000 770,000 $ 770,000
ENP Investments Limited Liability Corporation (LLC) [Member]      
Definite lived intangible assets, beginning balance 1,510,000 1,670,000  
Amortization (40,000) (160,000)  
Definite lived intangible assets, ending balance $ 1,470,000 $ 1,510,000  
v3.24.1.1.u2
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) - Finite-Lived Intangible Assets [Member]
Mar. 31, 2024
USD ($)
Impairment Effects on Earnings Per Share [Line Items]  
2024 $ 160,000
2025 160,000
2026 160,000
2027 160,000
2028 $ 160,000
v3.24.1.1.u2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)
Mar. 31, 2024
Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization $ 40,000 $ 40,000
v3.24.1.1.u2
SCHEDULE OF LONG TERM DEPOSITS (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Long Term Deposits    
Long term deposits $ 840,592 $ 824,254
v3.24.1.1.u2
SCHEDULE OF FAIR VALUES OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details)
3 Months Ended
Mar. 31, 2024
USD ($)
Equity Method Investments and Joint Ventures [Abstract]  
Purchase consideration $ 506,659
Cash 7,330
Building 3,750,000
Land 150,000
Deferred tax liability (174,582)
Long term debt (2,849,500)
Total identifiable net assets: 883,248
Excess of assets acquired over consideration 376,589
Less investment eliminated upon consolidation (41,538)
Gain on acquisition of ENP Peru $ 335,051
v3.24.1.1.u2
SCHEDULE OF EQUITY METHOD INVESTMENT (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Balance, Beginning $ 6,033,960  
Balance, Beginning (41,538)  
Balance, Ending 5,889,161 $ 6,033,960
ENP Peru Investments LLC [Member]    
Balance, Beginning 22,642
Return of equity   (8,750)
Gain in equity method investment   27,646
Balance, Beginning   (41,538)
Balance, Ending
Florida Based LLC [Member]    
Balance, Beginning 4,063,960 3,758,895
Return of equity (327,000) (200,000)
Gain in equity method investment 182,201 505,065
Balance, Ending $ 3,919,161 $ 4,063,960
v3.24.1.1.u2
SUMMARY OF PROFIT AND LOSS INFORMATION RELATED TO EQUITY ACCOUNTED INVESTMENT (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]    
Net sales $ 3,319,582 $ 3,447,125
Gross profit 1,014,988 965,052
Net income $ 364,403 $ 139,990
v3.24.1.1.u2
INVESTMENTS (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Jun. 30, 2022
Dec. 31, 2020
Dec. 31, 2018
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2021
Dec. 31, 2023
Oct. 31, 2023
Jun. 30, 2023
Apr. 30, 2023
Jan. 31, 2019
Dec. 31, 2016
Schedule of Equity Method Investments [Line Items]                        
Purchase consideration       $ 506,659                
Cash       5,302,954 $ 5,530,178   $ 5,017,583          
Investment           $ 200,000        
Debt maturity           2023-12            
Applied Holding Corp [Member]                        
Schedule of Equity Method Investments [Line Items]                        
Investment     $ 200,000                  
Trio Opportunity Corp [Member]                        
Schedule of Equity Method Investments [Line Items]                        
Investment     $ 500,000             $ 470,000    
Trio Opportunity Corp [Member] | Common Class B [Member]                        
Schedule of Equity Method Investments [Line Items]                        
Common stock issued, shares     97,000                  
Share price     $ 10.00                  
Florida Based LLC [Member]                        
Schedule of Equity Method Investments [Line Items]                        
Sales       2,299,938 $ 1,778,897              
Accounts receivable related parties       $ 1,723,833     $ 2,073,813          
Lygos Inc [Member]                        
Schedule of Equity Method Investments [Line Items]                        
Investment           $ 1,000,000            
Payments to Acquire Investments   $ 500,000       $ 500,000            
ENP Peru [Member]                        
Schedule of Equity Method Investments [Line Items]                        
Purchase consideration $ 506,659                      
Cash $ 259,000                      
ENP Investments LLC [Member]                        
Schedule of Equity Method Investments [Line Items]                        
Non-controlling interest percentage             35.00%          
ENP Peru Investments LLC [Member]                        
Schedule of Equity Method Investments [Line Items]                        
Ownership percentage                       50.00%
Nano Chem [Member]                        
Schedule of Equity Method Investments [Line Items]                        
Ownership percentage                       41.67%
Additional equity method investment ownership percentage 50.00%                      
ENP Investments, LLC [Member]                        
Schedule of Equity Method Investments [Line Items]                        
Ownership percentage             8.33%   8.33%     8.33%
Florida Based LLC [Member]                        
Schedule of Equity Method Investments [Line Items]                        
Ownership percentage                     50.00%  
v3.24.1.1.u2
SHORT-TERM LINE OF CREDIT (Details Narrative) - USD ($)
1 Months Ended
Jun. 30, 2023
Mar. 31, 2024
Dec. 31, 2023
Line of Credit Facility [Line Items]      
Line of credit   $ 3,259,935 $ 1,810,479
Stock Yard And Bank One [Member] | Noncontrolling Interest [Member]      
Line of Credit Facility [Line Items]      
Loan guaranteed rate   35.00%  
Line of credit   $ 1,575,000  
Stock Yard And Bank One [Member] | New Agreement [Member] | NanoChem Solutions Inc [Member]      
Line of Credit Facility [Line Items]      
Loan guaranteed rate   65.00%  
Line of credit   $ 2,925,000  
Short term borrowings   $ 3,259,935 $ 1,810,479
Stock Yard And Bank One [Member] | Midland States Bank [Member] | New Agreement [Member]      
Line of Credit Facility [Line Items]      
Line of Credit Facility, Current Borrowing Capacity $ 500,000    
Aggregate amount of revolving line of credit $ 4,500,000    
Percentage of foreign accounts receivable of inventory 50.00%    
Debt face amount $ 2,000,000    
Interest rate   8.50% 8.50%
Stock Bank [Member] | New Agreement [Member] | NanoChem Solutions Inc [Member] | Revolving Credit Facility [Member]      
Line of Credit Facility [Line Items]      
Short term borrowings  
Stock Bank [Member] | Midland States Bank [Member] | New Agreement [Member]      
Line of Credit Facility [Line Items]      
Aggregate amount of revolving line of credit $ 4,000,000    
Percentage of foreign accounts receivable of inventory 50.00%    
Debt face amount $ 2,000,000    
Interest rate   8.50% 8.50%
Eligible percentage of domestic accounts receivable 80.00%    
v3.24.1.1.u2
SCHEDULE OF LOAN COVENANTS (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Debt Disclosure [Abstract]    
Balance, beginning of period $ 8,114,936 $ 6,154,077
Plus: Proceeds from loans 57,816 2,686,682
Less: Payments on loan (185,916) (725,823)
Balance, end of period $ 7,986,836 $ 8,114,936
v3.24.1.1.u2
SCHEDULE OF OUTSTANDING BALANCE LOAN (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]      
Long-term debt $ 7,986,836 $ 8,114,936 $ 6,154,077
Less: current portion (1,665,440) (1,281,632)  
Long-term debt non current 6,321,396 6,833,304  
Stock Yards Bank and Trust [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Long-term debt 396,371 399,269  
Stock Yards Bank and Trust One [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Long-term debt 842,828 1,004,748  
Stock Yards Bank and Trust Two [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Long-term debt 2,717,683 2,737,232  
Stock Yards Bank and Trust Three [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Long-term debt 248,658 250,207  
Stock Yards Bank and Trust Four [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Long-term debt 1,533,004 1,475,188  
Stock Yards Bank and Trust Five [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Long-term debt $ 2,248,292 $ 2,248,292  
v3.24.1.1.u2
LONG TERM DEBT (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended
Jun. 30, 2022
Jan. 31, 2020
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Short-Term Debt [Line Items]              
Interest expense     $ 175,266 $ 134,870      
Stock Yards Bank and Trust [Member] | ENP Realty LLC [Member]              
Short-Term Debt [Line Items]              
Debt instrument term 3 years 10 years          
Debt instrument interest rate stated percentage   4.35%          
Term Loan [Member] | Nano Chem [Member]              
Short-Term Debt [Line Items]              
Debt instrument face amount             $ 2,000,000
Debt instrument interest rate stated percentage             6.50%
Interest expense debt     23,525 15,917      
Debt Long term debt amount     1,533,004   $ 1,475,188    
Term Loan [Member] | Mendota [Member]              
Short-Term Debt [Line Items]              
Debt instrument face amount           $ 3,240,000  
Interest expense debt     46,886      
Debt Long term debt amount     2,248,292   2,248,292    
Term Loan [Member] | Midland Bank [Member] | ENP Mendota, LLC [Member]              
Short-Term Debt [Line Items]              
Debt instrument face amount   $ 450,000          
Debt instrument term   5 years          
Debt instrument interest rate stated percentage   4.50%          
Interest expense debt     4,373 4,501      
Debt Long term debt amount     396,371   399,269    
Term Loan [Member] | Midland Bank [Member] | Nano Chem [Member]              
Short-Term Debt [Line Items]              
Debt instrument face amount $ 1,935,000            
Debt instrument interest rate stated percentage 4.90%            
Interest expense debt     11,801 19,409      
Debt Long term debt amount     842,828   1,004,748    
Term Loan [Member] | Midland Bank [Member] | ENP Peru Investments [Member]              
Short-Term Debt [Line Items]              
Debt instrument face amount $ 259,000   248,658   250,207    
Debt instrument term 10 years            
Debt instrument interest rate stated percentage 65.00%            
Interest expense debt     3,409 3,452      
Term Loan [Member] | Midland Bank [Member] | ENP Peru Investments [Member] | Prime Rate [Member]              
Short-Term Debt [Line Items]              
Debt instrument interest rate stated percentage 5.40%            
Term Loan [Member] | Midland Bank [Member] | ENP Peru One [Member]              
Short-Term Debt [Line Items]              
Debt instrument face amount   $ 3,000,000 2,717,683   $ 2,737,232    
Debt instrument term   10 years          
Debt instrument interest rate stated percentage   4.35%          
First mortgage $ 2,849,500            
Interest expense     $ 30,003 $ 30,530      
v3.24.1.1.u2
SCHEDULE OF STOCK OPTION ACTIVITIES (Details) - $ / shares
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of shares, Beginning Balance 1,114,000 1,686,000
Weighted average exercise price, Beginning Balance $ 3.13 $ 3.26
Number of shares, Cancelled or expired (103,000) (564,000)
Weighted average exercise price, Cancelled or expired $ 2.06 $ 3.55
Number of shares, Exercised (15,000) (8,000)
Exercise price per share, Exercised $ 1.75 $ 1.70
Weighted average exercise price, Exercised $ 1.75 $ 1.70
Number of shares, Granted 950,000  
Exercise price per share, Granted $ 2.00  
Weighted average exercise price, Granted $ 2.00  
Number of shares, Ending Balance 1,946,000 1,114,000
Weighted average exercise price, Ending Balance $ 2.65 $ 3.13
Number of shares Exercisable, Ending Balance 814,000  
Weighted average exercise price, Exercisable, Ending Balance $ 2.86  
Minimum [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Exercise price per share, Beginning Balance 1.75 1.70
Exercise price per share, Cancelled 1.75 3.46
Exercise price per share, Ending Balance 2.00 1.75
Exercise price per share Exercisable, Ending Balance 2.00  
Maximum [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Exercise price per share, Beginning Balance 3.61 4.13
Exercise price per share, Cancelled 3.61 4.13
Exercise price per share, Ending Balance 3.61 $ 3.61
Exercise price per share Exercisable, Ending Balance $ 3.61  
v3.24.1.1.u2
SCHEDULE OF STOCK OPTION FAIR VALUE ASSUMPTIONS (Details)
3 Months Ended
Mar. 31, 2024
$ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Expected life - years 3 years
Minimum [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Interest rate 3.893%
Volatility 59.72%
Weighted average fair value of options granted $ 0.71
Maximum [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Interest rate 4.22%
Volatility 60.35%
Weighted average fair value of options granted $ 0.79
v3.24.1.1.u2
STOCK OPTIONS (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Options granted percentage 100.00%    
Vested term 5 years    
Options maximum granted term 5 years    
Weighted-average remaining contractual life 3 years 9 months    
Stock options granted 950,000    
Stock options exercised 15,000   8,000
Stock vested compensation non vested $ 822,813    
Weighted average period expected to be recognized 2 years 3 months 18 days    
Canada Revenue Agency [Member]      
Aggregate intrinsic value of vested options $ 161,430  
Aggregate intrinsic value of vested options exercised $ 720 $ 11,520  
Consultants [Member]      
Stock options granted 56,000  
Stock option expense $ 9,940  
Additional expenses due to options granted $ 62,241  
Stock options exercised  
Employees [Member]      
Stock options granted 894,000  
Stock option expense $ 199,687  
Additional expenses due to options granted $ 43,730 $ 328,769  
Stock options exercised 15,000 8,000  
v3.24.1.1.u2
CAPITAL STOCK (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Stock options exercised 15,000   8,000
Consultant for services, shares   1,272  
Consultant for services, value   $ 4,070  
Dividends per share   $ 0.05  
Share-Based Payment Arrangement, Option [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Stock options exercised 15,000 8,000  
v3.24.1.1.u2
SCHEDULE OF DISTRIBUTIONS (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Distribution to noncontrolling interests, Beginning balance $ 3,065,716    
Non-controlling interest share of income 58,983 $ 80,125  
Distribution to noncontrolling interests, Ending balance 3,124,699   $ 3,065,716
ENP Investments, LLC [Member] | Ownership Interest Purchase Agreement [Member]      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Distribution to noncontrolling interests, Beginning balance 2,901,199 $ 2,605,034 2,605,034
Distribution     (719,439)
Non-controlling interest share of income 80,460   1,015,604
Distribution to noncontrolling interests, Ending balance $ 2,981,659   $ 2,901,199
v3.24.1.1.u2
SCHEDULE OF NON CONTROLLING INTEREST RELATED TO ACQUISITION (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Distribution to noncontrolling interests, Beginning balance $ 3,065,716  
Distribution to noncontrolling interests, Ending balance 3,124,699 $ 3,065,716
317 Mendota LLC [Member] | Ownership Interest Purchase Agreement [Member]    
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Distribution to noncontrolling interests, Beginning balance 164,517
Distribution to noncontrolling interests, Acquisition   200,000
Distribution to noncontrolling interests, Non-controlling interest share of loss (21,477) (35,483)
Distribution to noncontrolling interests, Ending balance $ 143,040 $ 164,517
v3.24.1.1.u2
NON-CONTROLLING INTERESTS (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Accounts receivable $ 12,992,543   $ 9,843,056
ENP Investments, LLC [Member]      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Subsidiary company ownership interest rate 65.00%    
Related party owner ship percentage 35.00%    
Partnership distribution to non-controlling interest $ 3,225,957    
Sales 1,291,426 $ 1,098,948  
Accounts receivable $ 5,381,282   $ 4,225,028
317 Mendota LLC [Member]      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Subsidiary company ownership interest rate 80.00%   80.00%
Related party owner ship percentage 20.00%    
v3.24.1.1.u2
SCHEDULE OF REPORTABLE SEGMENTS (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenue from External Customer [Line Items]    
Sales $ 9,224,872 $ 9,847,517
Interest expense 175,266 134,870
Income tax expense 264,178 299,777
Segment profit 457,226 884,369
Expenditures for segment assets (478,123) (213,060)
Segment [Member]    
Revenue from External Customer [Line Items]    
Sales 9,224,872 9,847,517
Interest expense 175,266 134,870
Depreciation 422,669 365,184
Income tax expense 264,178 299,777
Segment profit 457,225 964,494
Segment assets 57,561,387 52,938,048
Expenditures for segment assets (477,350) (213,060)
EWCP [Member] | Segment [Member]    
Revenue from External Customer [Line Items]    
Sales 41,608 80,660
Interest expense
Depreciation 3,883 4,279
Income tax expense 34,940 915
Segment profit 18,540 (151,728)
Segment assets 3,664,387 2,858,968
Expenditures for segment assets
BCPA [Member] | Segment [Member]    
Revenue from External Customer [Line Items]    
Sales 9,183,264 9,776,857
Interest expense 175,266 134,870
Depreciation 418,786 360,905
Income tax expense 229,238 298,862
Segment profit 438,685 1,116,222
Segment assets 53,897,000 50,079,080
Expenditures for segment assets $ (477,350) $ (213,060)
v3.24.1.1.u2
SCHEDULE OF REVENUE GENERATED IN UNITED STATES AND CANADA (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total $ 9,224,872 $ 9,847,517
CANADA    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total 88,478 116,680
United States and Abroad [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total $ 9,136,394 $ 9,730,837
v3.24.1.1.u2
SCHEDULE OF LONG-LIVED ASSETS ARE LOCATED IN CANADA AND UNITED STATE (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total $ 18,041,515 $ 18,101,355
CANADA    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total 135,299 142,577
UNITED STATES    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total $ 17,906,216 $ 17,958,778
v3.24.1.1.u2
SEGMENTED, SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY (Details Narrative)
3 Months Ended
Mar. 31, 2024
USD ($)
Segments
Mar. 31, 2023
USD ($)
Revenue, Major Customer [Line Items]    
Number of operating segments | Segments 2  
Accounts Receivable [Member] | Three Customers [Member]    
Revenue, Major Customer [Line Items]    
Accounts receivable, after allowance for credit loss | $ $ 5,106,905 $ 4,366,106
Stock option exercise percent 55.00% 44.00%
v3.24.1.1.u2
SUBSEQUENT EVENTS (Details Narrative) - $ / shares
Apr. 30, 2024
Mar. 31, 2023
Subsequent Event [Line Items]    
Dividends per share   $ 0.05
Subsequent Event [Member]    
Subsequent Event [Line Items]    
Dividends per share $ 0.10  

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