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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 June 30, 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   August 14, 2024

 

 

 

 

 

 

FORM 10-Q

 

Index

 

PART I. FINANCIAL INFORMATION 3
       
Item 1. Financial Statements. 3
       
  (a) Unaudited Condensed Interim Consolidated Balance Sheets at June 30, 2024 and December 31, 2023. 3
       
  (b) Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended June 30, 2024 and 2023. 4
       
  (c)

Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Income for the Six Months Ended June 30, 2024 and 2023.

5
       
  (d) Unaudited Condensed Interim Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023. 6
       
  (e) Unaudited Condensed Interim Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023. 7
       
  (f) Notes to Unaudited Condensed Interim Consolidated Financial Statements for the Period Ended June 30, 2024. 8
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation. 23
       
Item 4. Controls and Procedures. 26
       
PART II. OTHER INFORMATION 26
       
Item 5. Other Information. 26
       
Item 6. Exhibits. 26
       

SIGNATURES

27

 

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)

 

    June 30, 2024     December 31, 2023  
    (Unaudited)        
Assets                
Current                
Cash   $ 6,843,825     $ 5,017,583  
Term deposits (Note 2)     2,365,613       2,690,241  
Accounts receivable, net (Note 4)     8,792,696       9,843,056  
Inventories (Note 5)     10,333,958       11,134,889  
Prepaid expenses and deposits     586,473       1,540,923  
Total current assets     28,922,565       30,226,692  
Property, equipment and leaseholds, net (Note 6)     13,976,733       13,171,787  
Right of use assets (Note 3)     -       115,293  
Intangible assets (Note 7)     2,200,000       2,280,000  
Long term deposits (Note 8)     2,521,905       824,254  
Investments (Note 9)     5,904,624       6,033,960  
Goodwill (Note 7)     2,534,275       2,534,275  
Deferred tax asset (Note 2)     284,794       284,794  
Total Assets   $ 56,344,896     $ 55,471,055  
                 
Liabilities                
Current                
Accounts payable   $ 1,488,836     $ 1,984,592  
Accrued liabilities     1,258,609       284,131  
Deferred revenue     79,917       148,292  
Income taxes payable     5,307,642       4,485,213  
Short term line of credit (Note 10)     619,844       1,810,479  
Current portion of lease liability (Note 3)     -       59,520  
Current portion of long term debt (Note 11)     2,163,602       1,281,632  
Total current liabilities     10,918,450       10,053,859  
Lease liability (Note 3)     -       55,773  
Deferred income tax liability (Note 2)     260,047       260,047  
Long term debt (Note 11)     6,102,531       6,833,304  
Total Liabilities     17,281,028       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: 12,435,532) common shares     12,451       12,436  
                 
Capital in excess of par value     18,337,510       17,932,015  
Other comprehensive loss     (732,805 )     (795,146 )
Accumulated earnings     18,545,020       18,053,051  
Total stockholders’ equity – controlling interest     36,162,176       35,202,356  
Non-controlling interests (Note 14)     2,901,692       3,065,716  
Total Stockholders’ Equity     39,063,868       38,268,072  
Total Liabilities and Stockholders’ Equity   $ 56,344,896     $ 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 June 30,  
    2024     2023  
Sales   $ 10,528,739     $ 10,331,291  
Cost of sales     6,589,644       7,292,438  
Gross profit     3,939,095       3,038,853  
                 
Operating Expenses                
Wages     594,384       787,621  
Administrative salaries and benefits     289,777       394,305  
Insurance     229,198       228,445  
Office and miscellaneous     197,707       74,944  
Interest expense     157,131       115,498  
Consulting     142,395       69,253  
Professional fees     122,470       79,532  
Utilities     76,256       5,487  
Advertising and promotion     63,283       62,011  
Research     62,474       15,833  
Travel     61,179       64,612  
Currency exchange     47,681       13,925  
Investor relations and transfer agent fee     46,174       32,993  
Telecommunications     15,996       10,432  
Lease expense     12,195       27,645  
Shipping     7,014       5,100  
Total operating expenses     2,125,314       1,987,636  
                 
Operating income     1,813,781       1,051,217  
                 
Gain on investment     115,463       256,708  
Interest income     61,440       41,174  
Income before income tax     1,990,684       1,349,099  
                 
Income taxes                
Income tax expense     (558,251 )     (354,372 )
Net income for the period including non-controlling interests     1,432,433       994,727  
Less: Net income attributable to non-controlling interests     (142,637 )     (184,862 )
Net income attributable to controlling interest   $ 1,289,796     $ 809,865  
Income per share (basic)   $ 0.10     $ 0.07  
Income per share (diluted)   $ 0.10     $ 0.06  
                 
Weighted average number of common shares (basic)     12,450,532       12,435,532  
Weighted average number of common shares (diluted)     12,480,712       12,519,930  
Other comprehensive income (loss):                
Net income     1,432,433       994,727  
Unrealized income (loss) on foreign currency translations     35,118       226,645  
Total comprehensive income   $ 1,467,551     $ 1,221,372  
Comprehensive income – non-controlling interest     (142,637 )     (184,862 )
Comprehensive income attributable to Flexible Solutions International Inc.   $ 1,324,914     $ 1,036,510  

 

 

— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —

 

4

 

 

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(U.S. Dollars — Unaudited)

 

    2024     2023  
    Six Months Ended June 30,  
    2024     2023  
Sales   $ 19,753,611     $ 20,178,808  
Cost of sales     12,994,149       14,054,963  
Gross profit     6,759,462       6,123,845  
                 
Operating Expenses                
Wages     1,245,542       1,459,313  
Administrative salaries and benefits     707,636       787,319  
Insurance     473,458       429,975  
Office and miscellaneous     355,330       173,790  
Interest expense     332,397       250,368  
Consulting     242,316       132,230  
Research     189,128       37,335  
Professional fees     183,465       142,299  
Utilities     149,932       12,974  
Advertising and promotion     130,232       110,409  
Travel     127,440       126,264  
Investor relations and transfer agent fee     85,478       122,885  
Currency exchange     46,046       16,501  
Lease expense     42,345       52,940  
Telecommunications     29,528       23,010  
Shipping     14,843       9,766  
Commissions     -       2,985  
Total operating expenses     4,355,116       3,890,363  
                 
Operating income     2,404,346       2,233,482  
Gain on investment     298,438       326,703  
Loss on lease termination     (41,350 )     -  
Interest income     109,637       53,185  
Income before income tax     2,771,071       2,613,370  
                 
Income taxes                
Income tax expense     (822,429 )     (654,149 )
Net income for the period including non-controlling interests     1,948,642       1,959,221  
Less: Net income attributable to non-controlling interests     (201,620 )     (264,987 )
Net income attributable to controlling interest   $ 1,747,022     $ 1,694,234  
Income per share (basic and diluted)   $ 0.14     $ 0.14  
Weighted average number of common shares (basic)     12,450,118       12,434,230  
Weighted average number of common shares (diluted)     12,450,118       12,498,945  
Other comprehensive income:                
Net income   $ 1,948,642     $ 1,959,221  
Unrealized gain (loss) on foreign currency translations     62,341       59,406  
Total comprehensive income   $ 2,010,983     $ 2,018,627  
Comprehensive income – non-controlling interest     (201,620 )     (264,987 )
Comprehensive income attributable to Flexible Solutions International Inc.   $ 1,809,363     $ 1,753,640  

 

 

— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —

 

5

 

 

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. Dollars — Unaudited)

 

    2024     2023  
    Six Months Ended June 30,  
    2024     2023  
             
Operating activities                
Net income for the period including non-controlling interest   $ 1,948,642     $ 1,959,221  
Adjustments to reconcile net income to cash provided by operations:                
Stock based compensation     379,260       366,526  
Depreciation and amortization     939,524       751,574  
Lease right of use amortization     13,694       25,687  
Lease right of use financing     1,186       3,353  
Loss on termination lease     41,350       -  
Gain on investment     (298,438 )     (326,703 )
                 
Changes in non-cash working capital items:                
(Increase) Decrease in accounts receivable     1,050,360       2,014,807  
(Increase) Decrease in inventories     800,931       3,646,494  
(Increase) Decrease in prepaid expenses     954,450       (558,583 )
Increase (Decrease) in accounts payable and accrued liabilities     478,723       (8,821 )
Increase (Decrease) in taxes payable     822,429       405,577  
Increase (Decrease) deferred revenue     (68,375 )     (352,357 )
                 
Cash provided by operating activities     7,063,736       7,926,775  
                 
Investing activities                
Long term deposits     (1,703,091 )     (361,616 )
Proceeds of equity method investment distributions     427,000       -  
Net purchase of property, equipment and leaseholds     (1,663,697 )     (3,784,193 )
Non-controlling interest of 317 Mendota     -       200,000  
Additional investment in Trio     -       (470,000 )
                 
Cash (used in) investing activities     (2,939,788 )     (4,415,809 )
                 
Financing activities                
Repayment of short term line of credit     (1,190,635 )     (2,818,591 )
Repayment of long term debt     (373,615 )     (361,265 )
Proceeds from loans     524,812       2,248,292  
Dividends paid     (1,255,053 )     (626,777 )
Lease financing costs     (50,790 )     (29,040 )
Distributions to non-controlling interest     (365,644 )     (387,696 )
Proceeds of issuance of common stock     26,250       13,600  
                 
Cash (used in) financing activities     (2,684,675 )     (1,961,477 )
                 
Effect of exchange rate changes on cash     62,341       59,406  
                 
Inflow (outflow) of cash     1,501,614       1,608,895  
Cash and term deposits, beginning     7,707,824       6,815,099  
                 
Cash and term deposits, ending   $ 9,209,438     $ 8,423,994  
                 
Cash and term deposits are comprised of:                
Cash   $ 6,843,825     $ 7,413,753  
Term deposits     2,365,613       1,010,241  
Cash and cash equivalents, ending   $ 9,209,438     $ 8,423,994  

 

— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —

 

6

 

 

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  
Translation adjustment                             35,118       35,118             35,118  
Net income                       1,289,796             1,289,796       142,637       1,432,433  
Dividends paid                       (1,255,053 )           (1,255,053 )           (1,255,053 )
Distributions to noncontrolling interests                                         (365,644 )     (365,644 )
Stock-based compensation                 125,903                   125,903             125,903  
Balance June 30, 2024     12,450,532     $ 12,451     $ 18,337,510     $ 18,545,020     $ (732,805 )   $ 36,162,176     $ 2,901,692     $ 39,063,868  

 

— 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    

Par

Value

   

Capital in

Excess of

Par Value

   

Accumulated

Earnings

   

Other

Comprehensive

Income (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  
Translation adjustment                             226,645       226,645             226,645  
Net income                       809,865             809,865       184,862       994,727  
Dividends paid                       (626,777 )           (626,777 )           (626,777 )
Non-controlling interest of 317 Mendota LLC                                         200,000       200,000  
Distributions to noncontrolling interests                                         (387,696 )     (387,696 )
Stock-based compensation                 181,228                   181,228             181,228  
Balance June 30, 2023     12,435,532     $ 12,436     $ 17,903,461     $ 16,971,421     $ (746,393 )   $ 34,140,925     $ 2,682,325     $ 36,823,250  

 

— See Notes to Unaudited Condensed Interim Consolidated Financial Statements —

 

7

 

 

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 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.

 

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 June 30, 2024 and the results of its operations for the three and six months then ended. The consolidated balance sheet as of December 31, 2023 is derived from the December 31, 2023 audited financial statements.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S, GAAP have been condensed or omitted. These unaudited condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K/A for the year ended December 31, 2023. The results of operations for the period ended June 30, 2024 are not necessarily indicative of the operating results that may be expected for the full year.

 

(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 June 30, 2024 and December 31, 2023, the Company did not have any cash equivalents.

 

(b) Term Deposits.

 

The Company has four term deposits that are maintained by commercials banks. The first 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 second term deposit is for $731,767, matures in November 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 third term deposit is for $1,019,197 and matures in November 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 fourth 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 - $288,826; 2023 - $286,290). Shipping and handling costs incurred are included in cost of goods sold (2024 - $509,167; 2023 - $542,321).

 

8

 

 

(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 period. 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.

 

9

 

 

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 and six months ended June 30, 2024 and 2023.

 

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(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.

 

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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 June 30, 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 $9,843,563 (50%) for the six months ended June 30, 2024 (2023 - $9,276,058 or 46%) and $5,520,361 (52%) for the three months ended June 30, 2024 (2023 - $5,172,025 or 50%). Accounts receivable for the Company’s three primary customers for the six months ended June 30, 2024 totaled $4,443,400 or 49% (2023 - $4,172,657 or 56%). Accounts receivable for the Company’s three primary customers for the three months ended June 30, 2024 totaled $4,333,665 or 49% (2023 - $4,172,657 or 56%; December 31, 2023 - $6,561,164 or 67%).

 

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.

 

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(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 or six months ended June 30, 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.

 

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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 June 30, 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 June 30, 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 June 30, 2024   $ -  

 

4. ACCOUNTS RECEIVABLE

 

    June 30, 2024     December 31, 2023  
             
Accounts receivable   $ 9,081,600     $ 10,133,249  
Allowances for expected credit loss     (288,904 )     (290,193 )
Total accounts receivable   $ 8,792,696     $ 9,843,056  

 

5. INVENTORIES

 

    June 30, 2024     December 31, 2023  
             
Completed goods   $ 2,754,018     $ 2,682,158  
Raw materials and supplies     7,579,940       8,452,731  
Total inventory   $ 10,333,958     $ 11,134,889  

 

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6. PROPERTY, EQUIPMENT AND LEASEHOLDS

 

    June 30, 2024     Accumulated     June 30, 2024  
    Cost     Depreciation     Net  
Buildings and improvements   $ 12,797,310     $ 4,208,582     $ 8,588,728  
Automobiles     196,255       154,424       41,831  
Office equipment     122,083       113,956       8,127  
Manufacturing equipment     11,220,799       6,323,344       4,897,455  
Land     440,592             440,592  
Leasehold improvements     88,872       88,872        
Technology     99,808       99,808        
    $ 24,965,719     $ 10,988,986     $ 13,976,733  

 

    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 six months ended June 30, 2024 was: $859,524 (2023 - $671,574) 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. The Company currently has $423,123 under accrued liability for funds received in the first six months ended June 30, 2024 but the work has not yet been completed.

 

7. GOODWILL AND INTANGIBLE ASSETS

 

Goodwill        
Balance as of December 31, 2023 and June 30, 2024   $ 2,534,275  
         
Indefinite Lived Intangible Assets        
Balance as of December 31, 2023 and June 30, 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     (80,000 )
Balances as of June 30, 2024   $ 1,430,000  

 

The amount of amortization for three months ended June 30, 2024 was $80,000 (2023 - $80,000) 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  

 

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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.

 

    June 30, 2024     December 31, 2023  
             
Long term deposits   $ 2,521,905     $ 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 cash payment was $247,659, mortgage was $259,000. 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 June 30, 2024   $ -  

 

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(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 June 30, 2024 is $nil (December 31, 2023 - $nil).

 

(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     297,664  
Return of equity     (427,000 )
Balance, June 30, 2024   $ 3,934,624  

 

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

 

    Six months
ended
June 30, 2024
    Six months
ended
June 30, 2023
 
             
Net sales   $ 7,159,499     $ 8,231,298  
Gross profit     2,044,578       2,435,858  
Net income   $ 595,329     $ 653,407  

 

During the six months ended June 30, 2024, the Company had sales of $4,812,619 (2023 - $5,091,764) to the Florida Based LLC, of which $1,390,812 is included within Accounts Receivable as at June 30, 2024 (December 31, 2023 - $2,073,813). See Note 17 – Subsequent events.

 

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(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 2024, ENP Investments 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) $4,500,000, 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 4.0%. The interest rate at June 30, 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 June 30, 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 June 30, 2024 were $nil (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 June 30, 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 June 30, 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 June 30, 2024 were $619,844 (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 six months ended June 30, 2024 was $8,713 (2023 - $8,975). The balance owing at June 30, 2024 was $393,488 (December 31, 2023 - $399,269).

 

18

 

 

To secure repayment of any amounts borrowed under the mortgage, the Company granted Stock Yards a security interest in the real property under the mortgage and all rents on this 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 six months ended June 30, 2024 was $21,681 (2023 - $37,280). The balance owing at June 30, 2024 was $678,987 (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 six months ended June 30, 2024 was $60,173 (2023 - $61,251). The balance owing at June 30, 2024 was $2,698,241 (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 six months ended June 30, 2024 was $6,834 (2023 - $6,960). The balance owing at June 30, 2024 was $247,125 (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 six months ended June 30, 2024 was $50,255 (2023 - $33,139). The balance owing at June 30, 2024 was $2,000,000 (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 six months ended June 30, 2024 was $93,257 (2023 - $nil). The balance owing at June 30, 2024 was $2,248,292 (December 31, 2023 - $2,248,292).

 

As of June 30, 2024, Company was in compliance with all loan covenants.

 

Continuity   June 30, 2024     December 31, 2023  
Balance, January 1   $ 8,114,936     $ 6,154,077  
                 
Plus: Proceeds from loans     524,812       2,686,682  
Less: Payments on loan     (373,615 )     (725,823 )
Balance, end of period   $ 8,266,133     $ 8,114,936  

 

Outstanding balance   June 30, 2024     December 31, 2023  
a) Long term debt – Stock Yards Bank & Trust   $ 393,488     $ 399,269  
b) Long term debt – Stock Yards Bank & Trust     678,987       1,004,748  
c) Long term debt – Stock Yards Bank & Trust     2,698,241       2,737,232  
d) Long term debt – Stock Yards Bank & Trust     247,125       250,207  
e) Long term debt – Stock Yards Bank & Trust     2,000,000       1,475,188  
f) Long term debt – Stock Yards Bank & Trust     2,248,292       2,248,292  
Long-term debt     8,266,133       8,114,936  
Less: current portion     (2,163,602 )     (1,281,632 )
Long-term debt non current   $ 6,102,531     $ 6,833,304  

 

19

 

 

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 six months ended June 30, 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     $ 1.753.61     $ 3.13  
Granted     950,000     $ 2.00     $ 2.00  
Cancelled or expired     (108,000 )   $ 1.753.61     $ 2.09  
Exercised     (15,000 )   $ 1.75     $ 1.75  
Balance, June 30, 2024     1,941,000     $ 2.003.61     $ 2.65  
Exercisable, June 30, 2024     810,000     $ 2.003.61     $ 2.86  

 

The weighted-average remaining contractual life of outstanding options is 3.55 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 six months ended June 30, 2024, the Company granted 56,000 options to consultants (2023 – nil) and has applied ASC 718 using the Black-Scholes option-pricing model, which resulted in expenses of $19,880 (2023 - $nil). During the six months ended June 30, 2024, employees were granted 894,000 (2023 – nil) stock options, which resulted in expenses of $271,921 (2023 – $nil). Options granted in other years resulted in additional expenses in the amount of $87,459 for employees during the six months ended June 30, 2024 (2023 - $43,730). There were 15,000 employee and nil consultant stock options exercised during the six months ended June 30, 2024 (2023 – 8,000 employee; nil consultant).

 

As of June 30, 2024, there was approximately $696,201 of compensation expense related to non-vested awards. This expense is expected to be recognized over a weighted average period of 2.04 years.

 

The aggregate intrinsic value of vested options outstanding at June 30, 2024 is $nil (2023 – $nil). The intrinsic value of options exercised during the six months ended June 30, 2024 was $720 (2023 - $11,520).

 

20

 

 

13. CAPITAL STOCK

 

During the six months ended June 30, 2024, 15,000 shares were issued upon the exercise of employee stock options (2023 – 8,000).

 

In the six months ended June 30, 2024, the Company announced a special dividend of $0.10 per share that was paid on May 16, 2024 to shareholders for a total payment of $1,255,053.

 

During the six months ended June 30 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 six months ended June 30, 2023.

 

In the six months ended June 30, 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 $3,591,601.

 

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  
Distribution     (365,644)  
Non-controlling interest share of income     254,871  
Balance, June 30, 2024   $ 2,790,426  

 

During the six months ended June 30, 2024, the Company had sales of $2,426,145 (2023 - $2,203,761) to NCI, of which $350,907 is included in Accounts Receivable as of June 30, 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     (53,251 )
Balance, June 30, 2024   $ 111,266  

 

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.

 

21

 

 

(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 June 30, 2024:

 

    EWCP     TPA     Total  
Revenue   $ 167,496     $ 10,361,243     $ 10,528,739  
Interest expense     -       157,131       157,131  
Depreciation and amortization     3,828       513,027       516,855  
Income tax expense     (23,040 )     581,291       558,251  
Segment profit (loss)     (198,936 )     1,488,732       1,289,796  
Segment assets     3,366,670       52,978,226       56,344,896  
Expenditures for segment assets     -       (1,186,346 )     (1,186,346 )

 

Three months ended June 30, 2023:

 

    EWCP     TPA     Total  
Revenue   $ 220,602     $ 10,100,689     $ 10,331,291  
Interest expense     -       115,498       115,498  
Depreciation and amortization     4,440       381,951       386,390  
Income tax expense     11,657       342,715       354,372  
Segment profit (loss)     (41,262 )     851,127       809,865  
Segment assets     3,257,019       49,544,894       52,801,913  
Expenditures for segment assets     -       (3,571,133 )     (3,571,133 )

 

Six months ended June 30, 2024:

 

    EWCP     TPA     Total  
Revenue   $ 209,104     $ 19,544,507     $ 19,753,611  
Interest expense     -       332,397       332,397  
Depreciation and amortization     7,711       931,813       939,524  
Income tax expense     11,900       810,529       822,429  
Segment profit (loss)     (180,396 )    

1,927,417

     

1,747,021

 
Segment assets     3,366,670      

52,978,226

     

56,344,896

 
Expenditures for segment assets     -       (1,663,696 )     (1,663,696 )

 

Six months ended June 30, 2023:

 

    EWCP     TPA     Total  
Revenue   $ 301,262     $ 19,877,546     $ 20,178,808  
Interest expense     -       250,368       250,368  
Depreciation and amortization     8,719       742,855       751,574  
Income tax expense     12,571       641,578       654,149  
Segment profit (loss)     (192,990 )     1,887,224       1,694,234  
Segment assets     3,257,019       49,544,894       52,801,913  
Expenditures for segment assets     -       (3,784,193 )     (3,784,193 )

 

Sales by territory are shown below:

 

    Six months ended
June 30, 2024
    Six months ended
June 30, 2023
 
             
Canada   $ 223,083     $ 313,058  
United States and abroad     19,530,528       19,865,750  
Total   $ 19,753,611     $ 20,178,808  

 

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:

 

    June 30, 2024     December 31, 2023  
             
Canada   $ 130,116     $ 142,577  
United States     18,580,892       17,958,778  
Total   $ 18,711,008     $ 18,101,355  

 

Three primary customers accounted for $9,843,563 (50%) of sales during the six-month period ended June 30, 2024 (2023 - $9,276,058 or 46%).

 

16. COMPARATIVE FIGURES.

 

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

 

17. SUBSEQUENT EVENTS

 

The Company granted 50,000 stock options to employees in July 2024.

 

On August 9, 2024, the Company sold its position in the Florida LLC and has received proceeds of $2,000,000 on closing. The Company will receive a further $800,000 each year for five years for a total selling price of $6,000,000. See Note 9(d).

 

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 six and three months ended June 30, 2024 compared to the same period in the prior year are discussed below:

 

Six Months ended June 30, 2024

 

Item  

Increase (I) or

Decrease (D)

  Reason
         
Sales        
EWCP products   D   Decreased customer orders.
         
TPA products   D   Decreased customer orders.
         

Gross profit as a percentage

  I  

Raw material costs declined to catch up with customer price reductions already in place.

         
Wages   D  

Increased reliance on consultants instead of full time employees.

         
Insurance   I  

Prior year increase in assets and in sales resulted in higher insurance costs.

         
Office and Miscellaneous   I   One time moving costs associated with closing the Naperville location.
         
Interest expense   I   Increased debt resulted in increased interest expense.
         
Consulting   I   Increased reliance on consultants instead of full time employees.
         
Research   I   New product development.
         
Utilities   I   Addition of real estate not yet rented out.
         
Investor relations   D   Reduced shares traded and filings required in 2023 did not reoccur in 2024.
         
Currency exchange   I   Currency exchange increased 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.
         
Lease expense   D   Termination of lease in Naperville, IL reduced costs.
         
Lease termination fee   I   One time cost incurred terminating lease in Naperville, IL.
         
Interest income   I   Increased interest rates combined with increase in term deposits.

 

23

 

 

Three Months ended June 30, 2024

 

Item  

Increase (I) or

Decrease (D)

  Reason
         
Sales        
EWCP products   D   Decreased customer orders.
         
TPA products   I   Increased customer orders.
         

Gross profit as a percentage

  I  

Raw material costs declined to catch up with customer price reductions already in place.

         
Wages   D  

Increased reliance on consultants instead of full time employees.

         
Office and Miscellaneous   I   One time moving costs associated with closing the Naperville location.
         
Interest expense   I   Increased debt resulted in increased interest expense.
         
Consulting   I   Increased reliance on consultants instead of full time employees.
         
Professional fees   I  

Audit fees have increased year over year and there was a one time adjustment to reflect this on the accrual.

         
Utilities   I   Addition of real estate not yet rented out.
         
Research   I   New product development.
         
Currency exchange   I   Currency exchange increased 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.
         
Lease expense   D   Termination of lease in Naperville, IL reduced costs.
         
Lease termination fee   I   One time cost incurred terminating lease in Naperville, IL.
         
Interest income   I   Increased interest rates combined with increase in term deposits.

 

Three customers accounted for 52% of our sales during the three months ended June 30, 2024 (2023 –50%) and 50% of our sales during the six months ended June 30, 2024 (2023 – 46%). The amount of revenue (all from the sale of TPA products) attributable to each customer is shown below.

 

    Three months ended
June 30,
    Six months ended
June 30,
 
Customer   2023     2023     2024     2023  
                         
Company A   $ 1,134,720     $ 1,104,813     $ 2,426,145 *   $ 2,203,761  
Company B   $ 2,512,681     $ 3,312,866     $ 4,812,619     $ 5,091,764  
Company C   $ 1,872,960     $ 725,347 *   $ 2,574,076     $ 1,450,643 *
Company D   $ 941,326 *   $ 203,630 *   $ 2,456,867     $ 1,691,890 *
Company E   $ 187,420 *   $ 754,346     $ 742,429 *   $ 1,980,533  
*not a primary customer in that period                                

 

24

 

 

Customers with balances greater than 10% of our receivables as of June 30, 2024 and 2023 are shown below:

 

    June 30,  
    2024     2023  
             
Company B   $ 1,390,812     $ 2,851,981  
Company C   $ 2,591,945     $ 259,651 *
Company E   $ 974,992     $ 961,241  
Company F   $ 683,042 *   $ 811,861  
*less than 10%                

 

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 six months ended June 30, 2024 and 2023 are shown below:

 

    2024     2023  
             
Cash provided (used) by operations     7,063,736       7,926,775  
Long term deposits     (1,703,091 )     (361,616 )
Proceeds of equity investment distributions     427,000       -  
Purchase of equipment     (1,663,697 )     (3,784,193 )
Repayments of short term line of credit     (1,190,635 )     (2,818,591 )
Loan repayments     (373,615 )     (361,265 )
Proceeds of loans     524,812       2,248,292  
Dividends paid     (1,255,053 )     (626,777 )
Lease payments     (50,790 )     (29,040 )
Distributions to non-controlling interest     (365,644 )     (387,696 )
Proceeds from sale of common stock     26,250       13,600  
Changes in exchange rates     62,341       59,406  
Non-controlling interest of 317 Mendota     -       200,000  
Additional investment in Trio    

-

    (470,000 )

 

The Company has sufficient cash resources to meets its future commitments and cash flow requirements for the coming year. As of June 30, 2024, working capital was $18,004,115 (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 June 30, 2025.

 

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.

 

25

 

 

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 June 30, 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 June 30, 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 June 30, 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 June 30, 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 June 30, 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.

 

26

 

 

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.

  

August 14, 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

 

27

 

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.

 

August 14, 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.

 

August 14, 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 June 30, 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.

 

August 14, 2024 /s/ Daniel B. O’Brien
  Daniel B. O’Brien
  Principal Executive and Financial Officer

 

 
v3.24.2.u1
Cover - shares
6 Months Ended
Jun. 30, 2024
Aug. 14, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2024  
Document Fiscal Period Focus Q2  
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
v3.24.2.u1
Condensed Interim Consolidated Balance Sheets - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current    
Cash $ 6,843,825 $ 5,017,583
Term deposits (Note 2) 2,365,613 2,690,241
Accounts receivable, net (Note 4) 8,792,696 9,843,056
Inventories (Note 5) 10,333,958 11,134,889
Prepaid expenses and deposits 586,473 1,540,923
Total current assets 28,922,565 30,226,692
Property, equipment and leaseholds, net (Note 6) 13,976,733 13,171,787
Right of use assets (Note 3) 115,293
Intangible assets (Note 7) 2,200,000 2,280,000
Long term deposits (Note 8) 2,521,905 824,254
Investments (Note 9) 5,904,624 6,033,960
Goodwill (Note 7) 2,534,275 2,534,275
Deferred tax asset (Note 2) 284,794 284,794
Total Assets 56,344,896 55,471,055
Current    
Accounts payable 1,488,836 1,984,592
Accrued liabilities 1,258,609 284,131
Deferred revenue 79,917 148,292
Income taxes payable 5,307,642 4,485,213
Short term line of credit (Note 10) 619,844 1,810,479
Current portion of lease liability (Note 3) 59,520
Current portion of long term debt (Note 11) 2,163,602 1,281,632
Total current liabilities 10,918,450 10,053,859
Lease liability (Note 3) 55,773
Deferred income tax liability (Note 2) 260,047 260,047
Long term debt (Note 11) 6,102,531 6,833,304
Total Liabilities 17,281,028 17,202,983
Stockholders’ Equity    
Common stock, value 12,451 12,436
Capital in excess of par value 18,337,510 17,932,015
Other comprehensive loss (732,805) (795,146)
Accumulated earnings 18,545,020 18,053,051
Total stockholders’ equity – controlling interest 36,162,176 35,202,356
Non-controlling interests (Note 14) 2,901,692 3,065,716
Total Stockholders’ Equity 39,063,868 38,268,072
Total Liabilities and Stockholders’ Equity $ 56,344,896 $ 55,471,055
v3.24.2.u1
Condensed Interim Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 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 12,435,532
Common stock, shares outstanding 12,450,532 12,435,532
v3.24.2.u1
Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Sales $ 10,528,739 $ 10,331,291 $ 19,753,611 $ 20,178,808
Cost of sales 6,589,644 7,292,438 12,994,149 14,054,963
Gross profit 3,939,095 3,038,853 6,759,462 6,123,845
Operating Expenses        
Wages 594,384 787,621 1,245,542 1,459,313
Administrative salaries and benefits 289,777 394,305 707,636 787,319
Insurance 229,198 228,445 473,458 429,975
Office and miscellaneous 197,707 74,944 355,330 173,790
Interest expense 157,131 115,498 332,397 250,368
Consulting 142,395 69,253 242,316 132,230
Professional fees 122,470 79,532 183,465 142,299
Utilities 76,256 5,487 149,932 12,974
Advertising and promotion 63,283 62,011 130,232 110,409
Research 62,474 15,833 189,128 37,335
Travel 61,179 64,612 127,440 126,264
Currency exchange 47,681 13,925 46,046 16,501
Investor relations and transfer agent fee 46,174 32,993 85,478 122,885
Telecommunications 15,996 10,432 29,528 23,010
Lease expense 12,195 27,645 42,345 52,940
Shipping 7,014 5,100 14,843 9,766
Commissions     2,985
Total operating expenses 2,125,314 1,987,636 4,355,116 3,890,363
Operating income 1,813,781 1,051,217 2,404,346 2,233,482
Gain on investment 115,463 256,708 298,438 326,703
Loss on lease termination     (41,350)
Interest income 61,440 41,174 109,637 53,185
Income before income tax 1,990,684 1,349,099 2,771,071 2,613,370
Income taxes        
Income tax expense (558,251) (354,372) (822,429) (654,149)
Net income for the period including non-controlling interests 1,432,433 994,727 1,948,642 1,959,221
Less: Net income attributable to non-controlling interests (142,637) (184,862) (201,620) (264,987)
Net income attributable to controlling interest $ 1,289,796 $ 809,865 $ 1,747,022 $ 1,694,234
Income per share (basic) $ 0.10 $ 0.07 $ 0.14 $ 0.14
Income per share (diluted) $ 0.10 $ 0.06 $ 0.14 $ 0.14
Weighted average number of common shares (basic) 12,450,532 12,435,532 12,450,118 12,434,230
Weighted average number of common shares (diluted) 12,480,712 12,519,930 12,450,118 12,498,945
Other comprehensive income:        
Net income $ 1,432,433 $ 994,727 $ 1,948,642 $ 1,959,221
Unrealized gain (loss) on foreign currency translations 35,118 226,645 62,341 59,406
Total comprehensive income 1,467,551 1,221,372 2,010,983 2,018,627
Comprehensive income – non-controlling interest (142,637) (184,862) (201,620) (264,987)
Comprehensive income attributable to Flexible Solutions International Inc. $ 1,324,914 $ 1,036,510 $ 1,809,363 $ 1,753,640
v3.24.2.u1
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Operating activities    
Net income for the period including non-controlling interest $ 1,948,642 $ 1,959,221
Adjustments to reconcile net income to cash provided by operations:    
Stock based compensation 379,260 366,526
Depreciation and amortization 939,524 751,574
Lease right of use amortization 13,694 25,687
Lease right of use financing 1,186 3,353
Loss on termination lease 41,350
Gain on investment (298,438) (326,703)
Changes in non-cash working capital items:    
(Increase) Decrease in accounts receivable 1,050,360 2,014,807
(Increase) Decrease in inventories 800,931 3,646,494
(Increase) Decrease in prepaid expenses 954,450 (558,583)
Increase (Decrease) in accounts payable and accrued liabilities 478,723 (8,821)
Increase (Decrease) in taxes payable 822,429 405,577
Increase (Decrease) deferred revenue (68,375) (352,357)
Cash provided by operating activities 7,063,736 7,926,775
Investing activities    
Long term deposits (1,703,091) (361,616)
Proceeds of equity method investment distributions 427,000
Net purchase of property, equipment and leaseholds (1,663,697) (3,784,193)
Non-controlling interest of 317 Mendota 200,000
Additional investment in Trio (470,000)
Cash (used in) investing activities (2,939,788) (4,415,809)
Financing activities    
Repayment of short term line of credit (1,190,635) (2,818,591)
Repayment of long term debt (373,615) (361,265)
Proceeds from loans 524,812 2,248,292
Dividends paid (1,255,053) (626,777)
Lease financing costs (50,790) (29,040)
Distributions to non-controlling interest (365,644) (387,696)
Proceeds of issuance of common stock 26,250 13,600
Cash (used in) financing activities (2,684,675) (1,961,477)
Effect of exchange rate changes on cash 62,341 59,406
Inflow (outflow) of cash 1,501,614 1,608,895
Cash and term deposits, beginning 7,707,824 6,815,099
Cash and cash equivalents, ending 9,209,438 8,423,994
Cash and term deposits are comprised of:    
Cash 6,843,825 7,413,753
Term deposits $ 2,365,613 $ 1,010,241
v3.24.2.u1
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
Balance at Dec. 31, 2022 $ 12,426 $ 17,523,345 $ 15,903,964 $ (805,799) $ 32,633,936 $ 2,605,034 $ 35,238,970
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
Balance at Mar. 31, 2023 $ 12,436 17,722,233 16,788,333 (973,038) 33,549,964 2,685,159 36,235,123
Balance, shares at Mar. 31, 2023 12,435,532            
Balance at Dec. 31, 2022 $ 12,426 17,523,345 15,903,964 (805,799) 32,633,936 2,605,034 35,238,970
Balance, shares at Dec. 31, 2022 12,426,260            
Net income             1,959,221
Balance at Jun. 30, 2023 $ 12,436 17,903,461 16,971,421 (746,393) 34,140,925 2,682,325 36,823,250
Balance, shares at Jun. 30, 2023 12,435,532            
Balance at Dec. 31, 2022 $ 12,426 17,523,345 15,903,964 (805,799) 32,633,936 2,605,034 35,238,970
Balance, shares at Dec. 31, 2022 12,426,260            
Balance at Dec. 31, 2023 $ 12,436 17,932,015 18,053,051 (795,146) 35,202,356 3,065,716 38,268,072
Balance, shares at Dec. 31, 2023 12,435,532            
Balance at Mar. 31, 2023 $ 12,436 17,722,233 16,788,333 (973,038) 33,549,964 2,685,159 36,235,123
Balance, shares at Mar. 31, 2023 12,435,532            
Translation adjustment 226,645 226,645 226,645
Net income 809,865 809,865 184,862 994,727
Stock-based compensation 181,228 181,228 181,228
Dividends paid (626,777) (626,777) (626,777)
Distributions to noncontrolling interests (387,696) (387,696)
Non-controlling interest of 317 Mendota LLC 200,000 200,000
Balance at Jun. 30, 2023 $ 12,436 17,903,461 16,971,421 (746,393) 34,140,925 2,682,325 36,823,250
Balance, shares at Jun. 30, 2023 12,435,532            
Balance at Dec. 31, 2023 $ 12,436 17,932,015 18,053,051 (795,146) 35,202,356 3,065,716 38,268,072
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
Balance at Mar. 31, 2024 $ 12,451 18,211,607 18,510,277 (767,923) 35,966,412 3,124,699 39,091,111
Balance, shares at Mar. 31, 2024 12,450,532            
Balance at Dec. 31, 2023 $ 12,436 17,932,015 18,053,051 (795,146) 35,202,356 3,065,716 38,268,072
Balance, shares at Dec. 31, 2023 12,435,532            
Net income             1,948,642
Dividends paid             (1,255,053)
Balance at Jun. 30, 2024 $ 12,451 18,337,510 18,545,020 (732,805) 36,162,176 2,901,692 39,063,868
Balance, shares at Jun. 30, 2024 12,450,532            
Balance at Mar. 31, 2024 $ 12,451 18,211,607 18,510,277 (767,923) 35,966,412 3,124,699 39,091,111
Balance, shares at Mar. 31, 2024 12,450,532            
Translation adjustment 35,118 35,118 35,118
Net income 1,289,796 1,289,796 142,637 1,432,433
Stock-based compensation 125,903 125,903 125,903
Dividends paid (1,255,053) (1,255,053) (1,255,053)
Distributions to noncontrolling interests (365,644) (365,644)
Balance at Jun. 30, 2024 $ 12,451 $ 18,337,510 $ 18,545,020 $ (732,805) $ 36,162,176 $ 2,901,692 $ 39,063,868
Balance, shares at Jun. 30, 2024 12,450,532            
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure [Table]        
Net Income (Loss) $ 1,289,796 $ 809,865 $ 1,747,022 $ 1,694,234
v3.24.2.u1
Insider Trading Arrangements
6 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual [Table]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
BASIS OF PRESENTATION
6 Months Ended
Jun. 30, 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.

 

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.

 

v3.24.2.u1
SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 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 June 30, 2024 and the results of its operations for the three and six months then ended. The consolidated balance sheet as of December 31, 2023 is derived from the December 31, 2023 audited financial statements.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S, GAAP have been condensed or omitted. These unaudited condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K/A for the year ended December 31, 2023. The results of operations for the period ended June 30, 2024 are not necessarily indicative of the operating results that may be expected for the full year.

 

(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 June 30, 2024 and December 31, 2023, the Company did not have any cash equivalents.

 

(b) Term Deposits.

 

The Company has four term deposits that are maintained by commercials banks. The first 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 second term deposit is for $731,767, matures in November 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 third term deposit is for $1,019,197 and matures in November 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 fourth 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 - $288,826; 2023 - $286,290). Shipping and handling costs incurred are included in cost of goods sold (2024 - $509,167; 2023 - $542,321).

 

 

(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 period. 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 and six months ended June 30, 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 June 30, 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 $9,843,563 (50%) for the six months ended June 30, 2024 (2023 - $9,276,058 or 46%) and $5,520,361 (52%) for the three months ended June 30, 2024 (2023 - $5,172,025 or 50%). Accounts receivable for the Company’s three primary customers for the six months ended June 30, 2024 totaled $4,443,400 or 49% (2023 - $4,172,657 or 56%). Accounts receivable for the Company’s three primary customers for the three months ended June 30, 2024 totaled $4,333,665 or 49% (2023 - $4,172,657 or 56%; December 31, 2023 - $6,561,164 or 67%).

 

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 or six months ended June 30, 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.

 

 

v3.24.2.u1
LEASES
6 Months Ended
Jun. 30, 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 June 30, 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 June 30, 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 June 30, 2024   $ -  

 

v3.24.2.u1
ACCOUNTS RECEIVABLE
6 Months Ended
Jun. 30, 2024
Receivables [Abstract]  
ACCOUNTS RECEIVABLE

4. ACCOUNTS RECEIVABLE

 

    June 30, 2024     December 31, 2023  
             
Accounts receivable   $ 9,081,600     $ 10,133,249  
Allowances for expected credit loss     (288,904 )     (290,193 )
Total accounts receivable   $ 8,792,696     $ 9,843,056  

 

v3.24.2.u1
INVENTORIES
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
INVENTORIES

5. INVENTORIES

 

    June 30, 2024     December 31, 2023  
             
Completed goods   $ 2,754,018     $ 2,682,158  
Raw materials and supplies     7,579,940       8,452,731  
Total inventory   $ 10,333,958     $ 11,134,889  

 

 

v3.24.2.u1
PROPERTY, EQUIPMENT AND LEASEHOLDS
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, EQUIPMENT AND LEASEHOLDS

6. PROPERTY, EQUIPMENT AND LEASEHOLDS

 

    June 30, 2024     Accumulated     June 30, 2024  
    Cost     Depreciation     Net  
Buildings and improvements   $ 12,797,310     $ 4,208,582     $ 8,588,728  
Automobiles     196,255       154,424       41,831  
Office equipment     122,083       113,956       8,127  
Manufacturing equipment     11,220,799       6,323,344       4,897,455  
Land     440,592             440,592  
Leasehold improvements     88,872       88,872        
Technology     99,808       99,808        
    $ 24,965,719     $ 10,988,986     $ 13,976,733  

 

    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 six months ended June 30, 2024 was: $859,524 (2023 - $671,574) 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. The Company currently has $423,123 under accrued liability for funds received in the first six months ended June 30, 2024 but the work has not yet been completed.

 

v3.24.2.u1
GOODWILL AND INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS

7. GOODWILL AND INTANGIBLE ASSETS

 

Goodwill        
Balance as of December 31, 2023 and June 30, 2024   $ 2,534,275  
         
Indefinite Lived Intangible Assets        
Balance as of December 31, 2023 and June 30, 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     (80,000 )
Balances as of June 30, 2024   $ 1,430,000  

 

The amount of amortization for three months ended June 30, 2024 was $80,000 (2023 - $80,000) 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  

 

 

v3.24.2.u1
LONG TERM DEPOSITS
6 Months Ended
Jun. 30, 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.

 

    June 30, 2024     December 31, 2023  
             
Long term deposits   $ 2,521,905     $ 824,254  

 

v3.24.2.u1
INVESTMENTS
6 Months Ended
Jun. 30, 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 cash payment was $247,659, mortgage was $259,000. 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 June 30, 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 June 30, 2024 is $nil (December 31, 2023 - $nil).

 

(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     297,664  
Return of equity     (427,000 )
Balance, June 30, 2024   $ 3,934,624  

 

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

 

    Six months
ended
June 30, 2024
    Six months
ended
June 30, 2023
 
             
Net sales   $ 7,159,499     $ 8,231,298  
Gross profit     2,044,578       2,435,858  
Net income   $ 595,329     $ 653,407  

 

During the six months ended June 30, 2024, the Company had sales of $4,812,619 (2023 - $5,091,764) to the Florida Based LLC, of which $1,390,812 is included within Accounts Receivable as at June 30, 2024 (December 31, 2023 - $2,073,813). See Note 17 – Subsequent events.

 

 

(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.

 

v3.24.2.u1
SHORT-TERM LINE OF CREDIT
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
SHORT-TERM LINE OF CREDIT

10. SHORT-TERM LINE OF CREDIT

 

(a) In June 2024, ENP Investments 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) $4,500,000, 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 4.0%. The interest rate at June 30, 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 June 30, 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 June 30, 2024 were $nil (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 June 30, 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 June 30, 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 June 30, 2024 were $619,844 (December 31, 2023 were $nil).

 

v3.24.2.u1
LONG TERM DEBT
6 Months Ended
Jun. 30, 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 six months ended June 30, 2024 was $8,713 (2023 - $8,975). The balance owing at June 30, 2024 was $393,488 (December 31, 2023 - $399,269).

 

 

To secure repayment of any amounts borrowed under the mortgage, the Company granted Stock Yards a security interest in the real property under the mortgage and all rents on this 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 six months ended June 30, 2024 was $21,681 (2023 - $37,280). The balance owing at June 30, 2024 was $678,987 (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 six months ended June 30, 2024 was $60,173 (2023 - $61,251). The balance owing at June 30, 2024 was $2,698,241 (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 six months ended June 30, 2024 was $6,834 (2023 - $6,960). The balance owing at June 30, 2024 was $247,125 (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 six months ended June 30, 2024 was $50,255 (2023 - $33,139). The balance owing at June 30, 2024 was $2,000,000 (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 six months ended June 30, 2024 was $93,257 (2023 - $nil). The balance owing at June 30, 2024 was $2,248,292 (December 31, 2023 - $2,248,292).

 

As of June 30, 2024, Company was in compliance with all loan covenants.

 

Continuity   June 30, 2024     December 31, 2023  
Balance, January 1   $ 8,114,936     $ 6,154,077  
                 
Plus: Proceeds from loans     524,812       2,686,682  
Less: Payments on loan     (373,615 )     (725,823 )
Balance, end of period   $ 8,266,133     $ 8,114,936  

 

Outstanding balance   June 30, 2024     December 31, 2023  
a) Long term debt – Stock Yards Bank & Trust   $ 393,488     $ 399,269  
b) Long term debt – Stock Yards Bank & Trust     678,987       1,004,748  
c) Long term debt – Stock Yards Bank & Trust     2,698,241       2,737,232  
d) Long term debt – Stock Yards Bank & Trust     247,125       250,207  
e) Long term debt – Stock Yards Bank & Trust     2,000,000       1,475,188  
f) Long term debt – Stock Yards Bank & Trust     2,248,292       2,248,292  
Long-term debt     8,266,133       8,114,936  
Less: current portion     (2,163,602 )     (1,281,632 )
Long-term debt non current   $ 6,102,531     $ 6,833,304  

 

 

v3.24.2.u1
STOCK OPTIONS
6 Months Ended
Jun. 30, 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 six months ended June 30, 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     $ 1.753.61     $ 3.13  
Granted     950,000     $ 2.00     $ 2.00  
Cancelled or expired     (108,000 )   $ 1.753.61     $ 2.09  
Exercised     (15,000 )   $ 1.75     $ 1.75  
Balance, June 30, 2024     1,941,000     $ 2.003.61     $ 2.65  
Exercisable, June 30, 2024     810,000     $ 2.003.61     $ 2.86  

 

The weighted-average remaining contractual life of outstanding options is 3.55 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 six months ended June 30, 2024, the Company granted 56,000 options to consultants (2023 – nil) and has applied ASC 718 using the Black-Scholes option-pricing model, which resulted in expenses of $19,880 (2023 - $nil). During the six months ended June 30, 2024, employees were granted 894,000 (2023 – nil) stock options, which resulted in expenses of $271,921 (2023 – $nil). Options granted in other years resulted in additional expenses in the amount of $87,459 for employees during the six months ended June 30, 2024 (2023 - $43,730). There were 15,000 employee and nil consultant stock options exercised during the six months ended June 30, 2024 (2023 – 8,000 employee; nil consultant).

 

As of June 30, 2024, there was approximately $696,201 of compensation expense related to non-vested awards. This expense is expected to be recognized over a weighted average period of 2.04 years.

 

The aggregate intrinsic value of vested options outstanding at June 30, 2024 is $nil (2023 – $nil). The intrinsic value of options exercised during the six months ended June 30, 2024 was $720 (2023 - $11,520).

 

 

v3.24.2.u1
CAPITAL STOCK
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
CAPITAL STOCK

13. CAPITAL STOCK

 

During the six months ended June 30, 2024, 15,000 shares were issued upon the exercise of employee stock options (2023 – 8,000).

 

In the six months ended June 30, 2024, the Company announced a special dividend of $0.10 per share that was paid on May 16, 2024 to shareholders for a total payment of $1,255,053.

 

During the six months ended June 30 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 six months ended June 30, 2023.

 

In the six months ended June 30, 2023, the Company announced a special dividend of $0.05 per share that was paid on May 16, 2023 to shareholders.

 

v3.24.2.u1
NON-CONTROLLING INTERESTS
6 Months Ended
Jun. 30, 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 $3,591,601.

 

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  
Distribution     (365,644)  
Non-controlling interest share of income     254,871  
Balance, June 30, 2024   $ 2,790,426  

 

During the six months ended June 30, 2024, the Company had sales of $2,426,145 (2023 - $2,203,761) to NCI, of which $350,907 is included in Accounts Receivable as of June 30, 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     (53,251 )
Balance, June 30, 2024   $ 111,266  

 

v3.24.2.u1
SEGMENTED, SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY
6 Months Ended
Jun. 30, 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 June 30, 2024:

 

    EWCP     TPA     Total  
Revenue   $ 167,496     $ 10,361,243     $ 10,528,739  
Interest expense     -       157,131       157,131  
Depreciation and amortization     3,828       513,027       516,855  
Income tax expense     (23,040 )     581,291       558,251  
Segment profit (loss)     (198,936 )     1,488,732       1,289,796  
Segment assets     3,366,670       52,978,226       56,344,896  
Expenditures for segment assets     -       (1,186,346 )     (1,186,346 )

 

Three months ended June 30, 2023:

 

    EWCP     TPA     Total  
Revenue   $ 220,602     $ 10,100,689     $ 10,331,291  
Interest expense     -       115,498       115,498  
Depreciation and amortization     4,440       381,951       386,390  
Income tax expense     11,657       342,715       354,372  
Segment profit (loss)     (41,262 )     851,127       809,865  
Segment assets     3,257,019       49,544,894       52,801,913  
Expenditures for segment assets     -       (3,571,133 )     (3,571,133 )

 

Six months ended June 30, 2024:

 

    EWCP     TPA     Total  
Revenue   $ 209,104     $ 19,544,507     $ 19,753,611  
Interest expense     -       332,397       332,397  
Depreciation and amortization     7,711       931,813       939,524  
Income tax expense     11,900       810,529       822,429  
Segment profit (loss)     (180,396 )    

1,927,417

     

1,747,021

 
Segment assets     3,366,670      

52,978,226

     

56,344,896

 
Expenditures for segment assets     -       (1,663,696 )     (1,663,696 )

 

Six months ended June 30, 2023:

 

    EWCP     TPA     Total  
Revenue   $ 301,262     $ 19,877,546     $ 20,178,808  
Interest expense     -       250,368       250,368  
Depreciation and amortization     8,719       742,855       751,574  
Income tax expense     12,571       641,578       654,149  
Segment profit (loss)     (192,990 )     1,887,224       1,694,234  
Segment assets     3,257,019       49,544,894       52,801,913  
Expenditures for segment assets     -       (3,784,193 )     (3,784,193 )

 

Sales by territory are shown below:

 

    Six months ended
June 30, 2024
    Six months ended
June 30, 2023
 
             
Canada   $ 223,083     $ 313,058  
United States and abroad     19,530,528       19,865,750  
Total   $ 19,753,611     $ 20,178,808  

 

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:

 

    June 30, 2024     December 31, 2023  
             
Canada   $ 130,116     $ 142,577  
United States     18,580,892       17,958,778  
Total   $ 18,711,008     $ 18,101,355  

 

Three primary customers accounted for $9,843,563 (50%) of sales during the six-month period ended June 30, 2024 (2023 - $9,276,058 or 46%).

 

v3.24.2.u1
COMPARATIVE FIGURES
6 Months Ended
Jun. 30, 2024
Comparative Figures  
COMPARATIVE FIGURES

16. COMPARATIVE FIGURES.

 

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

 

v3.24.2.u1
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

17. SUBSEQUENT EVENTS

 

The Company granted 50,000 stock options to employees in July 2024.

 

On August 9, 2024, the Company sold its position in the Florida LLC and has received proceeds of $2,000,000 on closing. The Company will receive a further $800,000 each year for five years for a total selling price of $6,000,000. See Note 9(d).

v3.24.2.u1
SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 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 June 30, 2024 and December 31, 2023, the Company did not have any cash equivalents.

 

Term Deposits

(b) Term Deposits.

 

The Company has four term deposits that are maintained by commercials banks. The first 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 second term deposit is for $731,767, matures in November 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 third term deposit is for $1,019,197 and matures in November 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 fourth 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 - $288,826; 2023 - $286,290). Shipping and handling costs incurred are included in cost of goods sold (2024 - $509,167; 2023 - $542,321).

 

 

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 period. 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 and six months ended June 30, 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 June 30, 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 $9,843,563 (50%) for the six months ended June 30, 2024 (2023 - $9,276,058 or 46%) and $5,520,361 (52%) for the three months ended June 30, 2024 (2023 - $5,172,025 or 50%). Accounts receivable for the Company’s three primary customers for the six months ended June 30, 2024 totaled $4,443,400 or 49% (2023 - $4,172,657 or 56%). Accounts receivable for the Company’s three primary customers for the three months ended June 30, 2024 totaled $4,333,665 or 49% (2023 - $4,172,657 or 56%; December 31, 2023 - $6,561,164 or 67%).

 

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 or six months ended June 30, 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.

v3.24.2.u1
SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Jun. 30, 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
     
v3.24.2.u1
LEASES (Tables)
6 Months Ended
Jun. 30, 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 June 30, 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 June 30, 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 June 30, 2024   $ -  
v3.24.2.u1
ACCOUNTS RECEIVABLE (Tables)
6 Months Ended
Jun. 30, 2024
Receivables [Abstract]  
SCHEDULE OF ACCOUNTS RECEIVABLE

 

    June 30, 2024     December 31, 2023  
             
Accounts receivable   $ 9,081,600     $ 10,133,249  
Allowances for expected credit loss     (288,904 )     (290,193 )
Total accounts receivable   $ 8,792,696     $ 9,843,056  
v3.24.2.u1
INVENTORIES (Tables)
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORY

 

    June 30, 2024     December 31, 2023  
             
Completed goods   $ 2,754,018     $ 2,682,158  
Raw materials and supplies     7,579,940       8,452,731  
Total inventory   $ 10,333,958     $ 11,134,889  
v3.24.2.u1
PROPERTY, EQUIPMENT AND LEASEHOLDS (Tables)
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY, EQUIPMENT AND LEASEHOLDS

 

    June 30, 2024     Accumulated     June 30, 2024  
    Cost     Depreciation     Net  
Buildings and improvements   $ 12,797,310     $ 4,208,582     $ 8,588,728  
Automobiles     196,255       154,424       41,831  
Office equipment     122,083       113,956       8,127  
Manufacturing equipment     11,220,799       6,323,344       4,897,455  
Land     440,592             440,592  
Leasehold improvements     88,872       88,872        
Technology     99,808       99,808        
    $ 24,965,719     $ 10,988,986     $ 13,976,733  

 

    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  
v3.24.2.u1
GOODWILL AND INTANGIBLE ASSETS (Tables)
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF GOODWILL AND INDEFINITE LIVED INTANGIBLE ASSETS

 

Goodwill        
Balance as of December 31, 2023 and June 30, 2024   $ 2,534,275  
         
Indefinite Lived Intangible Assets        
Balance as of December 31, 2023 and June 30, 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     (80,000 )
Balances as of June 30, 2024   $ 1,430,000  
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  
v3.24.2.u1
LONG TERM DEPOSITS (Tables)
6 Months Ended
Jun. 30, 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.

 

    June 30, 2024     December 31, 2023  
             
Long term deposits   $ 2,521,905     $ 824,254  
v3.24.2.u1
INVESTMENTS (Tables)
6 Months Ended
Jun. 30, 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 June 30, 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     297,664  
Return of equity     (427,000 )
Balance, June 30, 2024   $ 3,934,624  
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:

 

    Six months
ended
June 30, 2024
    Six months
ended
June 30, 2023
 
             
Net sales   $ 7,159,499     $ 8,231,298  
Gross profit     2,044,578       2,435,858  
Net income   $ 595,329     $ 653,407  
v3.24.2.u1
LONG TERM DEBT (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
SCHEDULE OF LOAN COVENANTS

As of June 30, 2024, Company was in compliance with all loan covenants.

 

Continuity   June 30, 2024     December 31, 2023  
Balance, January 1   $ 8,114,936     $ 6,154,077  
                 
Plus: Proceeds from loans     524,812       2,686,682  
Less: Payments on loan     (373,615 )     (725,823 )
Balance, end of period   $ 8,266,133     $ 8,114,936  
SCHEDULE OF OUTSTANDING BALANCE LOAN
Outstanding balance   June 30, 2024     December 31, 2023  
a) Long term debt – Stock Yards Bank & Trust   $ 393,488     $ 399,269  
b) Long term debt – Stock Yards Bank & Trust     678,987       1,004,748  
c) Long term debt – Stock Yards Bank & Trust     2,698,241       2,737,232  
d) Long term debt – Stock Yards Bank & Trust     247,125       250,207  
e) Long term debt – Stock Yards Bank & Trust     2,000,000       1,475,188  
f) Long term debt – Stock Yards Bank & Trust     2,248,292       2,248,292  
Long-term debt     8,266,133       8,114,936  
Less: current portion     (2,163,602 )     (1,281,632 )
Long-term debt non current   $ 6,102,531     $ 6,833,304  
v3.24.2.u1
STOCK OPTIONS (Tables)
6 Months Ended
Jun. 30, 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 six months ended June 30, 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     $ 1.753.61     $ 3.13  
Granted     950,000     $ 2.00     $ 2.00  
Cancelled or expired     (108,000 )   $ 1.753.61     $ 2.09  
Exercised     (15,000 )   $ 1.75     $ 1.75  
Balance, June 30, 2024     1,941,000     $ 2.003.61     $ 2.65  
Exercisable, June 30, 2024     810,000     $ 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  
v3.24.2.u1
NON-CONTROLLING INTERESTS (Tables)
6 Months Ended
Jun. 30, 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  
Distribution     (365,644)  
Non-controlling interest share of income     254,871  
Balance, June 30, 2024   $ 2,790,426  
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     (53,251 )
Balance, June 30, 2024   $ 111,266  
v3.24.2.u1
SEGMENTED, SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
SCHEDULE OF REPORTABLE SEGMENTS

 

    EWCP     TPA     Total  
Revenue   $ 167,496     $ 10,361,243     $ 10,528,739  
Interest expense     -       157,131       157,131  
Depreciation and amortization     3,828       513,027       516,855  
Income tax expense     (23,040 )     581,291       558,251  
Segment profit (loss)     (198,936 )     1,488,732       1,289,796  
Segment assets     3,366,670       52,978,226       56,344,896  
Expenditures for segment assets     -       (1,186,346 )     (1,186,346 )

 

Three months ended June 30, 2023:

 

    EWCP     TPA     Total  
Revenue   $ 220,602     $ 10,100,689     $ 10,331,291  
Interest expense     -       115,498       115,498  
Depreciation and amortization     4,440       381,951       386,390  
Income tax expense     11,657       342,715       354,372  
Segment profit (loss)     (41,262 )     851,127       809,865  
Segment assets     3,257,019       49,544,894       52,801,913  
Expenditures for segment assets     -       (3,571,133 )     (3,571,133 )

 

Six months ended June 30, 2024:

 

    EWCP     TPA     Total  
Revenue   $ 209,104     $ 19,544,507     $ 19,753,611  
Interest expense     -       332,397       332,397  
Depreciation and amortization     7,711       931,813       939,524  
Income tax expense     11,900       810,529       822,429  
Segment profit (loss)     (180,396 )    

1,927,417

     

1,747,021

 
Segment assets     3,366,670      

52,978,226

     

56,344,896

 
Expenditures for segment assets     -       (1,663,696 )     (1,663,696 )

 

Six months ended June 30, 2023:

 

    EWCP     TPA     Total  
Revenue   $ 301,262     $ 19,877,546     $ 20,178,808  
Interest expense     -       250,368       250,368  
Depreciation and amortization     8,719       742,855       751,574  
Income tax expense     12,571       641,578       654,149  
Segment profit (loss)     (192,990 )     1,887,224       1,694,234  
Segment assets     3,257,019       49,544,894       52,801,913  
Expenditures for segment assets     -       (3,784,193 )     (3,784,193 )
SCHEDULE OF REVENUE GENERATED IN UNITED STATES AND CANADA

Sales by territory are shown below:

 

    Six months ended
June 30, 2024
    Six months ended
June 30, 2023
 
             
Canada   $ 223,083     $ 313,058  
United States and abroad     19,530,528       19,865,750  
Total   $ 19,753,611     $ 20,178,808  
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:

 

    June 30, 2024     December 31, 2023  
             
Canada   $ 130,116     $ 142,577  
United States     18,580,892       17,958,778  
Total   $ 18,711,008     $ 18,101,355  
v3.24.2.u1
BASIS OF PRESENTATION (Details Narrative)
6 Months Ended
Jun. 30, 2024
317 Mendota LLC [Member]  
Subsidiary company ownership interest rate 80.00%
ENP Investments LLC and ENP Mendota [Member]  
Subsidiary company ownership interest rate 65.00%
v3.24.2.u1
SCHEDULE OF METHOD OF DEPRECIATION (Details)
6 Months Ended
Jun. 30, 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
v3.24.2.u1
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Product Information [Line Items]          
Sales $ 10,528,739 $ 10,331,291 $ 19,753,611 $ 20,178,808  
Cost of sales 6,589,644 7,292,438 $ 12,994,149 14,054,963  
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]          
Sales $ 5,520,361 $ 5,172,025 $ 9,843,563 $ 9,276,058  
Concentration risk threshold percentage 52.00% 50.00% 50.00% 46.00%  
Three Primary Customers [Member] | Accounts Receivable [Member]          
Product Information [Line Items]          
Sales $ 4,333,665 $ 4,172,657 $ 4,443,400 $ 4,172,657 $ 6,561,164
Concentration risk threshold percentage 49.00% 56.00% 49.00% 56.00% 67.00%
Shipping and Handling [Member]          
Product Information [Line Items]          
Sales     $ 288,826 $ 286,290  
Cost of sales     509,167 $ 542,321  
First Term [Member]          
Product Information [Line Items]          
Deposits $ 303,954   $ 303,954    
Debt Instrument, Interest Rate, Stated Percentage 1.30%   1.30%    
Second Term [Member]          
Product Information [Line Items]          
Deposits $ 731,767   $ 731,767    
Debt Instrument, Interest Rate, Stated Percentage 3.00%   3.00%    
Minimum interest penalty $ 150   $ 150    
Third Term [Member]          
Product Information [Line Items]          
Deposits $ 1,019,197   $ 1,019,197    
Debt Instrument, Interest Rate, Stated Percentage 3.85%   3.85%    
Minimum interest penalty $ 150   $ 150    
Fourth Term [Member]          
Product Information [Line Items]          
Deposits $ 310,695   $ 310,695    
Debt Instrument, Interest Rate, Stated Percentage 3.85%   3.85%    
v3.24.2.u1
SUMMARY OF RIGHT-OF-USE ASSET AND LEASE LIABILITY (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Leases    
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
v3.24.2.u1
LEASES (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Leases    
Operating leases discount rate 5.50%  
Payment of penalty $ 35,910  
Security deposit 5,440  
Loss on terminating lease $ 41,350
v3.24.2.u1
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Receivables [Abstract]    
Accounts receivable $ 9,081,600 $ 10,133,249
Allowances for expected credit loss (288,904) (290,193)
Total accounts receivable $ 8,792,696 $ 9,843,056
v3.24.2.u1
SCHEDULE OF INVENTORY (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Completed goods $ 2,754,018 $ 2,682,158
Raw materials and supplies 7,579,940 8,452,731
Total inventory $ 10,333,958 $ 11,134,889
v3.24.2.u1
SCHEDULE OF PROPERTY, EQUIPMENT AND LEASEHOLDS (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Cost $ 24,965,719 $ 23,365,705
Accumulated Depreciation 10,988,986 10,193,918
Property, plant and equipment, net, total 13,976,733 13,171,787
Building and Building Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Cost 12,797,310 12,341,605
Accumulated Depreciation 4,208,582 3,896,887
Property, plant and equipment, net, total 8,588,728 8,444,718
Automobiles [Member]    
Property, Plant and Equipment [Line Items]    
Cost 196,255 196,255
Accumulated Depreciation 154,424 140,040
Property, plant and equipment, net, total 41,831 56,215
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Cost 122,083 177,623
Accumulated Depreciation 113,956 165,048
Property, plant and equipment, net, total 8,127 12,575
Machinery and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Cost 11,220,799 10,017,466
Accumulated Depreciation 6,323,344 5,799,779
Property, plant and equipment, net, total 4,897,455 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 99,808 103,292
Accumulated Depreciation 99,808 103,292
Property, plant and equipment, net, total
v3.24.2.u1
PROPERTY, EQUIPMENT AND LEASEHOLDS (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Property, Plant and Equipment [Abstract]    
Depreciation $ 859,524 $ 671,574
Accrued liability for funds received $ 423,123  
v3.24.2.u1
SCHEDULE OF GOODWILL AND INDEFINITE LIVED INTANGIBLE ASSETS (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Dec. 31, 2023
Goodwill $ 2,534,275   $ 2,534,275 $ 2,534,275
Indefinite lived intangible assets 770,000   770,000 770,000
Amortization (80,000) $ (80,000)    
ENP Investments Limited Liability Corporation (LLC) [Member]        
Definite lived intangible assets, beginning balance     1,510,000 1,670,000
Amortization     (80,000) (160,000)
Definite lived intangible assets, ending balance $ 1,430,000   $ 1,430,000 $ 1,510,000
v3.24.2.u1
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) - Finite-Lived Intangible Assets [Member]
Jun. 30, 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
v3.24.2.u1
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization $ 80,000 $ 80,000
v3.24.2.u1
SCHEDULE OF LONG TERM DEPOSITS (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Long Term Deposits    
Long term deposits $ 2,521,905 $ 824,254
v3.24.2.u1
SCHEDULE OF FAIR VALUES OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details)
6 Months Ended
Jun. 30, 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
v3.24.2.u1
SCHEDULE OF EQUITY METHOD INVESTMENT (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Balance, Beginning $ 6,033,960  
Investment eliminated upon consolidation (41,538)  
Balance, Ending 5,904,624 $ 6,033,960
ENP Peru Investments LLC [Member]    
Balance, Beginning 22,642
Return of equity   (8,750)
Gain in equity method investment   27,646
Investment eliminated upon consolidation   (41,538)
Balance, Ending
Florida Based LLC [Member]    
Balance, Beginning 4,063,960 3,758,895
Return of equity (427,000) (200,000)
Gain in equity method investment 297,664 505,065
Balance, Ending $ 3,934,624 $ 4,063,960
v3.24.2.u1
SUMMARY OF PROFIT AND LOSS INFORMATION RELATED TO EQUITY ACCOUNTED INVESTMENT (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]    
Net sales $ 7,159,499 $ 8,231,298
Gross profit 2,044,578 2,435,858
Net income $ 595,329 $ 653,407
v3.24.2.u1
INVESTMENTS (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2022
Dec. 31, 2020
Dec. 31, 2018
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2021
Dec. 31, 2023
Oct. 31, 2023
Apr. 30, 2023
Jan. 31, 2019
Dec. 31, 2016
Schedule of Equity Method Investments [Line Items]                      
Business Combination, Consideration Transferred       $ 506,659              
Cash       6,843,825     $ 5,017,583        
Investment           $ 200,000      
Debt maturity           2023-12          
Payments to acquire investments       $ 470,000            
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       4,812,619 $ 5,091,764            
Accounts receivable related parties       $ 1,390,812     $ 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]                      
Business Combination, Consideration Transferred $ 506,659                    
Cash 247,659                    
Mortgage $ 259,000                    
ENP Investments LLC [Member]                      
Schedule of Equity Method Investments [Line Items]                      
Subsidiary, Ownership Percentage, Noncontrolling Owner       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%
[custom:AdditionalEquityMethodInvestmentOwnershipPercentage-0] 50.00%                    
ENP Investments, LLC [Member]                      
Schedule of Equity Method Investments [Line Items]                      
Ownership percentage                     8.33%
ENP Investments LLC [Member]                      
Schedule of Equity Method Investments [Line Items]                      
Ownership percentage       8.33% 8.33%            
Florida Based LLC [Member]                      
Schedule of Equity Method Investments [Line Items]                      
Ownership percentage                   50.00%  
v3.24.2.u1
SHORT-TERM LINE OF CREDIT (Details Narrative) - USD ($)
1 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Line of Credit Facility [Line Items]      
Line of credit $ 619,844   $ 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   $ 1,810,479
Stock Yard And Bank One [Member] | Midland States Bank [Member] | New Agreement [Member]      
Line of Credit Facility [Line Items]      
Aggregate amount of revolving line of credit $ 4,500,000    
Percentage of domestic 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 $ 619,844  
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  
Debt face amount   $ 2,000,000  
Interest rate 8.50%   8.50%
Eligible percentage of domestic accounts receivable   50.00%  
v3.24.2.u1
SCHEDULE OF LOAN COVENANTS (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Debt Disclosure [Abstract]    
Balance, beginning of period $ 8,114,936 $ 6,154,077
Plus: Proceeds from loans 524,812 2,686,682
Less: Payments on loan (373,615) (725,823)
Balance, end of period $ 8,266,133 $ 8,114,936
v3.24.2.u1
SCHEDULE OF OUTSTANDING BALANCE LOAN (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]      
Long-term debt $ 8,266,133 $ 8,114,936 $ 6,154,077
Less: current portion (2,163,602) (1,281,632)  
Long-term debt non current 6,102,531 6,833,304  
Stock Yards Bank and Trust [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Long-term debt 393,488 399,269  
Stock Yards Bank and Trust One [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Long-term debt 678,987 1,004,748  
Stock Yards Bank and Trust Two [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Long-term debt 2,698,241 2,737,232  
Stock Yards Bank and Trust Three [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Long-term debt 247,125 250,207  
Stock Yards Bank and Trust Four [Member]      
Defined Benefit Plan Disclosure [Line Items]      
Long-term debt 2,000,000 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  
v3.24.2.u1
LONG TERM DEBT (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended
Jun. 30, 2022
Jan. 31, 2020
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
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     $ 50,255 $ 33,139    
Debt Long term debt amount     2,000,000   $ 1,475,188  
Term Loan [Member] | Mendota [Member]            
Short-Term Debt [Line Items]            
Debt instrument face amount       3,240,000    
Interest expense debt     93,257    
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     8,713 8,975    
Debt Long term debt amount     393,488   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     21,681 37,280    
Debt Long term debt amount     678,987   1,004,748  
Term Loan [Member] | Midland Bank [Member] | ENP Peru Investments [Member]            
Short-Term Debt [Line Items]            
Debt instrument face amount $ 259,000          
Debt instrument term 10 years          
Debt instrument interest rate stated percentage 5.40%          
Interest expense debt     6,834 6,960    
Debt Long term debt amount     247,125   250,207  
Purchase of fund interest rate percentage 65.00%          
Term Loan [Member] | Midland Bank [Member] | ENP Peru One [Member]            
Short-Term Debt [Line Items]            
Debt instrument face amount   $ 3,000,000        
Debt instrument term   10 years        
Debt instrument interest rate stated percentage   4.35%        
Debt Long term debt amount     2,698,241   $ 2,737,232  
First mortgage $ 2,849,500          
Interest expense     $ 60,173 $ 61,251    
v3.24.2.u1
SCHEDULE OF STOCK OPTION ACTIVITIES (Details) - $ / shares
6 Months Ended 12 Months Ended
Jun. 30, 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 (108,000) (564,000)
Weighted average exercise price, Cancelled or expired $ 2.09 $ 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 1,941,000 1,114,000
Weighted average exercise price, Ending Balance $ 2.65 $ 3.13
Number of shares Exercisable, Ending Balance 810,000  
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 or expired 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 or expired 3.61 4.13
Exercise price per share, Ending Balance 3.61 $ 3.61
Exercise price per share Exercisable, Ending Balance $ 3.61  
v3.24.2.u1
SCHEDULE OF STOCK OPTION FAIR VALUE ASSUMPTIONS (Details)
6 Months Ended
Jun. 30, 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
v3.24.2.u1
STOCK OPTIONS (Details Narrative) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 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 6 months 18 days    
Stock options granted 950,000    
Stock options exercised 15,000   8,000
Stock vested compensation non vested $ 696,201    
Weighted average period expected to be recognized 2 years 14 days    
Canada Revenue Agency [Member]      
Aggregate intrinsic value of vested options  
Aggregate intrinsic value of vested options exercised $ 720 $ 11,520  
Consultants [Member]      
Stock options granted 56,000  
Stock option expense $ 19,880  
Stock options exercised  
Employees [Member]      
Stock options granted 894,000  
Stock option expense $ 271,921  
Additional expenses due to options granted $ 87,459 $ 43,730  
Stock options exercised 15,000 8,000  
v3.24.2.u1
CAPITAL STOCK (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Stock options exercised     15,000   8,000
Dividends per share $ 0.10 $ 0.05 $ 0.10 $ 0.05  
Dividend paid $ 1,255,053 $ 626,777 $ 1,255,053    
Consultant for services, shares       1,272  
Consultant for services, value       $ 4,070  
Share-Based Payment Arrangement, Option [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]          
Stock options exercised     15,000 8,000  
v3.24.2.u1
SCHEDULE OF DISTRIBUTIONS (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]          
Non-controlling interests, Balance     $ 3,065,716    
Distribution $ (365,644) $ (387,696)      
Non-controlling interest share of income 142,637 $ 184,862 201,620 $ 264,987  
Non-controlling interests, Balance 2,901,692   2,901,692   $ 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]          
Non-controlling interests, Balance     2,901,199 $ 2,605,034 2,605,034
Distribution     (365,644)   (719,439)
Non-controlling interest share of income     254,871   1,015,604
Non-controlling interests, Balance $ 2,790,426   $ 2,790,426   $ 2,901,199
v3.24.2.u1
SCHEDULE OF NON CONTROLLING INTEREST RELATED TO ACQUISITION (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]    
Non-controlling interests, Balance $ 3,065,716  
Non-controlling interests, Balance 2,901,692 $ 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]    
Non-controlling interests, Balance 164,517
Non-controlling interests, Acquisition   200,000
Non-controlling interest share of income (53,251) (35,483)
Non-controlling interests, Balance $ 111,266 $ 164,517
v3.24.2.u1
NON-CONTROLLING INTERESTS (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Partnership distribution to non-controlling interest $ 365,644 $ 387,696  
Accounts receivable $ 8,792,696   $ 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 $ 3,591,601    
Sales 2,426,145 $ 2,203,761  
Accounts receivable $ 350,907   $ 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%    
Related party owner ship percentage 20.00%    
v3.24.2.u1
SCHEDULE OF REPORTABLE SEGMENTS (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenue from External Customer [Line Items]        
Revenue $ 10,528,739 $ 10,331,291 $ 19,753,611 $ 20,178,808
Depreciation and amortization     939,524 751,574
Income tax expense 558,251 354,372 822,429 654,149
Segment profit (loss) 1,289,796 809,865 1,747,022 1,694,234
Expenditures for segment assets     (1,663,697) (3,784,193)
Segment [Member]        
Revenue from External Customer [Line Items]        
Revenue 10,528,739 10,331,291 19,753,611 20,178,808
Interest expense 157,131 115,498 332,397 250,368
Depreciation and amortization 516,855 386,390 939,524 751,574
Income tax expense 558,251 354,372 822,429 654,149
Segment profit (loss) 1,289,796 809,865 1,747,021 1,694,234
Segment assets 56,344,896 52,801,913 56,344,896 52,801,913
Expenditures for segment assets (1,186,346) (3,571,133) (1,663,696) (3,784,193)
EWCP [Member] | Segment [Member]        
Revenue from External Customer [Line Items]        
Revenue 167,496 220,602 209,104 301,262
Interest expense
Depreciation and amortization 3,828 4,440 7,711 8,719
Income tax expense (23,040) 11,657 11,900 12,571
Segment profit (loss) (198,936) (41,262) (180,396) (192,990)
Segment assets 3,366,670 3,257,019 3,366,670 3,257,019
Expenditures for segment assets
TPA [Member] | Segment [Member]        
Revenue from External Customer [Line Items]        
Revenue 10,361,243 10,100,689 19,544,507 19,877,546
Interest expense 157,131 115,498 332,397 250,368
Depreciation and amortization 513,027 381,951 931,813 742,855
Income tax expense 581,291 342,715 810,529 641,578
Segment profit (loss) 1,488,732 851,127 1,927,417 1,887,224
Segment assets 52,978,226 49,544,894 52,978,226 49,544,894
Expenditures for segment assets $ (1,186,346) $ (3,571,133) $ (1,663,696) $ (3,784,193)
v3.24.2.u1
SCHEDULE OF REVENUE GENERATED IN UNITED STATES AND CANADA (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total $ 10,528,739 $ 10,331,291 $ 19,753,611 $ 20,178,808
CANADA        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total     223,083 313,058
United States and Abroad [Member]        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total     $ 19,530,528 $ 19,865,750
v3.24.2.u1
SCHEDULE OF LONG-LIVED ASSETS ARE LOCATED IN CANADA AND UNITED STATE (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total $ 18,711,008 $ 18,101,355
CANADA    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total 130,116 142,577
UNITED STATES    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total $ 18,580,892 $ 17,958,778
v3.24.2.u1
SEGMENTED, SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY (Details Narrative)
6 Months Ended
Jun. 30, 2024
USD ($)
Segments
Jun. 30, 2023
USD ($)
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 | $ $ 9,843,563 $ 9,276,058
Stock option exercise percent 50.00% 46.00%
v3.24.2.u1
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended
Aug. 09, 2024
Jul. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Subsequent Event [Line Items]        
Granted stock option, shares     950,000  
Employees [Member]        
Subsequent Event [Line Items]        
Granted stock option, shares     894,000
Subsequent Event [Member]        
Subsequent Event [Line Items]        
Proceeds from sale of investments $ 2,000,000      
Proceeds from sale of investments 800,000      
Selling price $ 6,000,000      
Subsequent Event [Member] | Employees [Member]        
Subsequent Event [Line Items]        
Granted stock option, shares   50,000    

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