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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

 

FORM 10-Q

 

(Mark One) 

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 SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to                            to                             

 

Commission File Number: 001-36210

 

LiqTech International, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

20-1431677

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

   

Industriparken 22C, DK 2750 Ballerup, Denmark

  

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  +45 3131 5941

 

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, $0.001 par value

 

LIQT

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required 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 pursuant to Rule 405 of regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 (Check one):

 

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 ☒

 

As of August 14, 2024, there were 5,819,272 shares of Common Stock, $0.001 par value per share, outstanding. 

 

 

 

LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES

Quarterly Report on Form 10-Q

For the Period Ended June 30, 2024

 

TABLE OF CONTENTS

 

 

Page

PART I. FINANCIAL INFORMATION

5

   

Item 1. Financial Statements

5

   

Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023

5

   

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and June 30, 2023 (unaudited)

7

   

Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2024 and June 30, 2023 (unaudited)

8

   

Condensed Consolidated Statements of Stockholders Equity for the Three and Six Months ended June 30, 2024 and June 30, 2023 (unaudited)

9

   

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and June 30, 2023 (unaudited)

11

   

Notes to Condensed Consolidated Financial Statements (unaudited)

13

   

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

20

   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

26

   

Item 4. Controls and Procedures

27

   

PART II. OTHER INFORMATION

28

   

Item 1. Legal Proceedings

28

   

Item 1A. Risk Factors

28

   

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

28

   

Item 3. Defaults Upon Senior Securities

28

   

Item 4. Mine Safety Disclosures

28

   

Item 5. Other Information

28

   

Item 6. Exhibits

29

   

SIGNATURES

30

 

 

 

 

 

 

FORWARD-LOOKING STATEMENTS

 

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” regarding the plans and objectives of management for future operations and market trends and expectations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the continued expansion of our business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future political, legislative, economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. This is especially underlined by the potential impacts from the prevailing macro-economic uncertainty on the Company, including the related effects to our business operations, results of operations, cash flows, and financial position. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

 

Forward-looking statements include, but are not limited to, statements concerning:

 

 

Our ability to continue as a going concern;

     
 

The impact from the prevailing geopolitical uncertainty including the war between Ukraine and Russia as well as the escalating conflict between Hamas and Israel in the Middle East;

     
 

Operational exposure related to increased macro-economic uncertainty, risk of a prolonged period of inflationary pressure, potential energy shortages, and/or volatile energy and electricity prices across Europe;

     
 

The resurgence of COVID-19 or similar global pandemics;

     
 

Our dependence on a few major customers and the ability to maintain future relationships with one or more of these major customers;

     
 

Our ability to operate with financial stability and secure access to external financing and adequate liquidity;

     
 

Our ability to secure and source supplies of raw materials and key components in due time and at competitive prices;

     
 

Our reliance on subcontractors or delivery of new machinery to develop sufficient manufacturing capacity to meet demand;

     
 

Our ability to achieve revenue growth and penetrate new markets;

     
 

Our dependence on the expertise and experience of our management team and the retention of key employees;

     
 

Our reliance and access to qualified personnel to expand our business;

     
 

Our ability to adapt to potentially adverse changes in legislative, regulatory and political frameworks;

     
 

Changes in emissions and environmental regulations, and potential further tightening of emission standards;

     
 

Our dependence on corporate or government funding for emissions control programs;

     
 

Our ability to compete under changing governmental standards by which our products are evaluated;

 

 

 

Exposure to potentially adverse tax consequences;

     
 

The financial impact from the fluctuation and volatility of foreign currencies;

     
 

The potential monetary costs of defending our intellectual property rights;

     
 

Our ability to successfully protect our intellectual property rights and manufacturing know-how;

     
 

The possibility of a dispute over intellectual property developed in conjunction with third parties with whom we have contractual relationships;

     
 

The possibility that we could become subject to litigation that could be costly, limit or cancel our intellectual property rights or divert time and efforts away from our business operations;

     
 

The potential negative impact to the sale of our products caused by technological advances of our competitors;

     
 

The potential liability for environmental harm or damages resulting from technical faults or failures of our products;

     
 

The possibility that an investor located within the United States may not be able to, or find it difficult to, enforce any judgments obtained in United States courts because a significant portion of our assets and some of our officers and directors may be located outside of the United States;

     
 

The possibility that we may not be able to develop and maintain an effective system of internal control over financial reporting, leading to inaccurate reports of our financial results;

     
 

The possibility of breaches in the security of our information technology systems;

     
 

The liability risk of our compliance to environmental laws and regulations and evolving disclosure requirements;
     
 

The potential negative impact of more stringent environmental laws and regulations, along with evolving disclosure requirements, as governmental agencies seek to improve minimum standards; and
     
 

The possibility that enforcement actions to suspend or severely restrict our business operations could be brought against the Company for our failure to comply with laws or regulations and the potential costs of defending against such actions.

 

Any forward-looking statement made by us herein speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

 

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 
  

(Unaudited)

     

Assets

        
         

Current Assets:

        

Cash and restricted cash

 $5,489,776  $10,422,181 

Accounts receivable, net

  2,804,625   3,171,047 

Inventories, net

  5,620,247   5,267,816 

Contract assets

  2,878,573   2,891,744 

Prepaid expenses and other current assets

  389,181   337,391 
         

Total Current Assets

  17,182,402   22,090,179 
         

Long-Term Assets:

        

Property and equipment, net

  6,935,852   9,007,166 

Operating lease right-of-use assets

  3,657,512   4,055,837 

Deposits and other assets

  517,123   470,349 

Intangible assets, net

  60,128   114,593 

Goodwill

  226,285   233,723 
         

Total Long-Term Assets

  11,396,900   13,881,668 
         

Total Assets

 $28,579,302  $35,971,847 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 
  

(Unaudited)

     

Liabilities and Stockholders Equity

        
         

Current Liabilities:

        

Accounts payable

 $1,813,943  $2,444,653 

Accrued expenses

  3,189,439   3,550,542 

Current portion of finance lease liabilities

  446,425   590,550 

Current portion of operating lease liabilities

  476,298   531,355 

Contract liabilities

  333,505   382,647 
         

Total Current Liabilities

  6,259,610   7,499,747 
         
         

Deferred tax liability

  69,535   101,059 

Finance lease liabilities, net of current portion

  1,809,424   2,879,932 

Operating lease liabilities, net of current portion

  3,181,843   3,527,082 

Notes payable, net

  4,984,642   4,688,011 
         

Total Long-term Liabilities

  10,045,444   11,196,084 
         

Total Liabilities

  16,305,054   18,695,831 
         
         

Stockholders' Equity:

        

Preferred stock; par value $0.001, 2,500,000 shares authorized, 0 shares issued and outstanding at June 30, 2024 and December 31, 2023

  -   - 

Common stock; par value $0.001, 50,000,000 shares authorized, 5,819,272 and 5,727,310 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

  5,819   5,727 

Additional paid-in capital

  99,051,263   98,796,357 

Accumulated deficit

  (80,422,175)  (75,922,180)

Accumulated other comprehensive loss

  (6,360,659)  (5,603,888)
         

Total Stockholders’ Equity

  12,274,248   17,276,016 
         

Total Liabilities and Stockholders Equity

 $28,579,302  $35,971,847 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

   

For the Three Months Ended

   

For the Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Revenues

  $ 4,485,062     $ 4,990,019     $ 8,720,406     $ 9,001,538  

Cost of goods sold

    3,767,851       3,827,491       7,732,093       7,447,668  
                                 

Gross Profit

    717,211       1,162,528       988,313       1,553,870  
                                 

Operating Expenses:

                               

Selling expenses

    855,122       1,028,225       1,372,701       2,210,660  

General and administrative expenses

    1,541,316       1,377,483       3,086,047       2,436,432  

Research and development expenses

    407,292       359,784       662,104       702,403  
                                 

Total Operating Expenses

    2,803,730       2,765,492       5,120,852       5,349,495  
                                 

Loss from Operations

    (2,086,519 )     (1,602,964 )     (4,132,539 )     (3,795,625 )
                                 

Other Income (Expense)

                               

Interest and other income

    45,744       116,545       114,830       168,218  

Interest expense

    (29,290 )     (45,898 )     (101,009 )     (57,899 )

Amortization of debt discount

    (150,591 )     (86,790 )     (296,631 )     (171,318 )

Gain (loss) on currency transactions

    84,462       49,494       339,998       (116,784 )

Gain (loss) on disposal of property and equipment

    10,344       -       (453,233 )     -  
                                 

Total Other Income (Expense)

    (39,331 )     33,351       (396,045 )     (177,783 )
                                 

Loss Before Income Taxes

    (2,125,850 )     (1,569,613 )     (4,528,584 )     (3,973,408 )
                                 

Income tax benefit

    14,150       14,321       28,589       28,613  
                                 

Net Loss

  $ (2,111,700 )   $ (1,555,292 )   $ (4,499,995 )   $ (3,944,795 )
                                 
                                 

Loss Per Common Share Basic and Diluted

  $ (0.36 )   $ (0.27 )   $ (0.77 )   $ (0.70 )
                                 

Weighted-Average Common Shares Outstanding Basic and Diluted

    5,808,127       5,660,007       5,806,480       5,656,809  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE LOSS (UNAUDITED)

 

   

For the Three Months Ended

   

For the Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Net Loss

    (2,111,700 )     (1,555,292 )     (4,499,995 )     (3,944,795 )
                                 

Gain (loss) on foreign currency translation

    (213,191 )     (99,792 )     (756,771 )     308,804  
                                 

Total Comprehensive Loss

  $ (2,324,891 )   $ (1,655,084 )   $ (5,256,766 )   $ (3,635,991 )

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (UNAUDITED)

 

                   

Additional

   

Accumu-

   

Accumulated

Other

   

Total

 
   

Common Stock

   

Paid-in

   

lated

   

Comprehensive

   

Stockholders’

 
   

Shares

   

Amount

   

Capital

   

Deficit

   

Income (Loss)

    Equity  

Balance at December 31, 2023

    5,727,310       5,727       98,796,357       (75,922,180 )     (5,603,888 )     17,276,016  
                                                 

Common stock issued in settlement of RSUs

    110,028       110       (110 )     -       -       -  
                                                 
Tax withholdings paid related to stock-based compensation     (29,998 )     (30 )     30       -       -       -  
                                                 

Stock-based compensation

    -       -       193,321       -       -       193,321  
                                                 

Loss on foreign currency translation

    -       -       -       -       (543,580 )     (543,580 )
                                                 

Net loss

    -       -       -       (2,388,295 )     -       (2,388,295 )
                                                 

Balance at March 31, 2024

    5,807,340       5,807       98,989,598       (78,310,475 )     (6,147,468 )     14,537,462  
                                                 

Common stock issued in settlement of RSUs

    11,932       12       (12 )     -       -       -  
                                                 

Tax withholdings paid related to stock-based compensation

    -       -       (104,940 )     -       -       (104,940 )
                                                 

Stock-based compensation

    -       -       166,617       -       -       166,617  
                                                 

Loss on foreign currency translation

    -       -       -       -       (213,191 )     (213,191 )
                                                 

Net loss

    -       -       -       (2,111,700 )     -       (2,111,700 )
                                                 

Balance at June 30, 2024

    5,819,272       5,819       99,051,263       (80,422,175 )     (6,360,659 )     12,274,248  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (UNAUDITED)

 

                   

Additional

   

Accumu-

   

Accumulated

Other

   

Total

 
   

Common Stock

   

Paid-in

   

lated

   

Comprehensive

   

Stockholders’

 
   

Shares

   

Amount

   

Capital

   

Deficit

   

Income (Loss)

    Equity  

Balance at December 31, 2022

    5,498,260       5,498       96,975,476       (67,351,035 )     (6,320,567 )     23,309,372  
                                                 

Common Stock issued in settlement of RSUs

    160,670       161       (161 )     -       -       -  
                                                 

Stock-based compensation

    -       -       157,173       -       -       157,173  
                                                 

Gain on foreign currency translation

    -       -       -       -       408,596       408,596  
                                                 

Net loss

    -       -       -       (2,389,503 )     -       (2,389,503 )
                                                 

Balance at March 31, 2023

    5,658,930       5,659       97,132,488       (69,740,538 )     (5,911,971 )     21,485,638  
                                                 

Common Stock issued in settlement of RSUs

    24,500       24       (24 )     -       -       -  
                                                 

Fractional shares from individual shareholder round-up following reverse split

    16,796       17       (17 )     -       -       -  
                                              -  

Stock-based compensation

    -       -       193,924       -       -       193,924  
                                                 

Loss on foreign currency translation

    -       -       -       -       (99,792 )     (99,792 )
                                                 

Net loss

    -       -       -       (1,555,292 )     -       (1,555,292 )
                                                 

Balance at June 30, 2023

    5,700,226       5,700       97,326,371       (71,295,830 )     (6,011,763 )     20,024,478  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

   

For the Six Months Ended

 
   

June 30,

 
   

2024

   

2023

 

Cash Flows from Operating Activities:

               

Net loss

  $ (4,499,995 )   $ (3,944,795 )

Adjustments to reconcile net loss to net cash used in operations:

               

Depreciation and amortization

    1,067,312       1,250,299  

Amortization of discount on notes payable

    296,631       171,318  

Stock-based compensation

    359,938       351,097  

Amortization of right-of-use assets

    271,926       279,983  

Deferred taxes

    (28,589 )     (28,613 )

Gain on disposal of property and equipment

    453,233       -  

Changes in assets and liabilities:

               

Accounts receivable

    268,143       (606,781 )

Inventories

    (525,240 )     (289,557 )

Contract assets

    (79,639 )     (113,442 )

Prepaid expenses and other current assets

    (227,077 )     (1,061,699 )

Accounts payable

    (562,014 )     548,581  

Accrued expenses

    (263,144 )     (135,214 )

Operating lease liabilities

    (273,833 )     (279,983 )

Contract liabilities

    (37,331 )     60,584  

Assets held for sale

    -       41,534  
                 

Net Cash used in Operating Activities

    (3,779,679 )     (3,756,688 )
                 

Cash Flows from Investing Activities:

               

Purchases of property and equipment

    (612,090 )     (290,468 )

Proceeds from the disposal of property and equipment

    945,261       -  
                 

Net Cash provided by (used in) Investing Activities

    333,171       (290,468 )
                 

Cash Flows from Financing Activities:

               

Repayments of finance lease liabilities

    (1,115,153 )     (200,095 )
                 

Net Cash used in Financing Activities

    (1,115,153 )     (200,095 )
                 

Effect of Foreign Currency exchange on cash

    (370,744 )     244,569  
                 

Net Change in Cash and Restricted Cash

    (4,932,405 )     (4,002,682 )
                 

Cash and Restricted Cash at Beginning of Period

    10,422,181       16,597,371  
                 

Cash and Restricted Cash at End of Period

  $ 5,489,776     $ 12,594,689  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

LIQTECH INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

   

For the Six Months Ended

June 30,

 
   

2024

   

2023

 

Supplemental Disclosures of Cash Flow Information:

               

Cash paid for interest

  $ 97,769     $ 81,192  

Cash paid for income taxes

    -       -  
                 

Non-cash financing activities

               

Financed purchases of property and equipment

  $ 83,378     $ -  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

LIQTECH INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

NOTE 1 BASIS OF PRESENTATION AND OTHER INFORMATION

 

The accompanying unaudited condensed consolidated financial statements of LiqTech International, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2023 consolidated balance sheet data were derived from audited financial statements but does not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 22, 2024. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

 

Recently Issued Accounting Pronouncements

 

In November 2023, the FASB issued ASU 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied retrospectively. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

 

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.

 

 

NOTE 2 LIQUIDITY AND GOING CONCERN ASSESSMENT

 

Management assesses liquidity and going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued, which is referred to as the “look-forward period,” as defined by GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management considered various scenarios, forecasts, projections, estimates and made certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs, and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, management made certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period.

 

As of June 30, 2024, the Company had cash and cash equivalents of $5,489,776, net working capital of $10,922,792, an accumulated deficit of $80,422,175, and total assets and liabilities of $28,579,302 and $16,305,054, respectively.

 

The Company has incurred significant recent losses, which raises substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. There is no assurance that the Company will be successful in executing the planned revenue growth, cost reductions, strategy, and profitability improvement measures, thus achieving profitable operations. We continue to analyze various alternatives, including potentially obtaining debt or equity financings or other arrangements. Our future success depends on our ability to accelerate growth, restore profitability, and raise capital as needed.

 

13

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. We cannot be certain that raising additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to us or, if available, will be on terms acceptable to us. If we issue additional securities to raise funds, these securities may have rights, preferences, or privileges senior to those of our common stock, and our current shareholders may experience dilution. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our current development programs, reduce operating costs, forego future development and other opportunities, or even terminate our operations.

 

 

NOTE 3 DISAGGREGATION OF REVENUES AND SEGMENT REPORTING

 

The Company operates in three reportable segments: Water, Ceramics and Plastics.

 

The Company sells products throughout the world, and sales by geographical region are as follows for the three and six months ended June 30, 2024 and 2023:

 

  

For the Three Months

  

For the Six Months

 
  

Ended June 30,

  

Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Americas

 $329,711  $441,186  $1,526,908  $774,717 

Asia-Pacific

  92,535   650,095   435,496   1,101,989 

Europe

  3,285,925   3,119,496   5,936,840   6,219,282 

Middle East & Africa

  776,891   779,242   821,162   905,550 

Total consolidated Revenue

 $4,485,062  $4,990,019  $8,720,406  $9,001,538 

 

The Company’s sales by segment are as follows for the three and six months ended June 30, 2024 and 2023:

 

  

For the Three Months

  

For the Six Months

 
  

Ended June 30,

  

Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Water

 $1,870,625  $2,070,298  $3,419,291  $3,505,217 

Ceramics

  1,665,138   1,789,465   3,471,474   3,198,837 

Plastics

  949,299   1,127,455   1,829,641   2,294,683 

Corporate

  -   2,801   -   2,801 

Total consolidated Revenue

 $4,485,062  $4,990,019  $8,720,406  $9,001,538 

 

The Company’s income and total assets segment are as follows:

 

  

For the Three Months

  

For the Six Months Ended

 
  

Ended June 30,

  

June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Income (Loss)

                

Water

 $(254,251) $2,439  $(688,739) $(461,036)

Ceramics

  (340,160)  (439,090)  (1,318,834)  (1,000,774)

Plastics

  (240,414)  (67,272)  (240,413)  (133,333)

Corporate

  (1,276,875)  (1,051,369)  (1,978,241)  (2,349,652)

Total consolidated Loss

  (2,111,700)  (1,555,292)  (4,499,995)  (3,944,795)

 

  

As of

 

Total Assets

 

June 30,

2024

  

December 31,

2023

 

Water

 $8,702,209  $9,432,991 

Ceramics

  13,060,929   14,550,872 

Plastics

  723,729   759,745 

Corporate

  6,092,435   11,228,239 

Total consolidated Assets

 $28,579,302  $35,971,847 

 

14

 
 

NOTE 4 ACCOUNTS RECEIVABLE

 

Accounts receivable consisted of the following on June 30, 2024, and December 31, 2023:

 

   

June 30,

2024

   

December 31,

2023

 

Trade accounts receivable

  $ 3,016,377     $ 3,305,959  

Allowance for doubtful accounts

    (211,752 )     (134,912 )

Total accounts receivable, net

  $ 2,804,625     $ 3,171,047  

 

 

The roll-forward of the allowance for doubtful accounts for the periods ended June 30, 2024 and December 31, 2023 is as follows: 

 

   

June 30,

2024

   

December 31,

2023

 

Allowance for doubtful accounts at the beginning of the period

  $ 134,912     $ 59,559  

Bad debt expense

    81,940       82,066  

Receivables written off during the periods

    -       (10,298 )

Effect of currency translation

    (5,100 )     3,585  

Allowance for doubtful accounts at the end of the period

  $ 211,752     $ 134,912  

 

 

NOTE 5 INVENTORIES

 

Inventories consisted of the following on June 30, 2024, and December 31, 2023:

 

   

June 30,

2024

   

December 31,

2023

 

Furnace parts and supplies

  $ 45,789     $ 55,177  

Raw materials

    3,329,036       3,301,526  

Work in process

    1,647,283       1,271,458  

Finished goods and filtration systems

    1,627,439       1,507,113  

Reserve for obsolescence

    (939,300 )     (867,458 )

Total inventories, net

  $ 5,620,247     $ 5,267,816  

 

Inventory valuation adjustments for excess and obsolete inventory are calculated based on current inventory levels, movements, expected useful lives, and estimated future demand for the products.

 

 

NOTE 6 CONTRACT ASSETS AND CONTRACT LIABILITIES

 

The roll-forward of Contract assets and contract liabilities for the periods ended June 30, 2024 and December 31, 2023 is as follows:

 

   

June 30,

2024

   

December 31,

2023

 

Cost incurred

  $ 3,028,377     $ 3,225,728  

Unbilled project deliveries

    730,026       582,557  

VAT

    136,491       329,980  

Other receivables

    78,803       92,619  

Prepayments

    (1,407,098 )     (1,688,427 )

Deferred Revenue

    (21,531 )     (33,360 )
    $ 2,545,068     $ 2,509,097  
                 

Distributed as follows:

               

Contract assets

  $ 2,878,573     $ 2,891,744  

Contract liabilities

    (333,505 )     (382,647 )
    $ 2,545,068     $ 2,509,097  

 

15

 
 

NOTE 7 LEASES

 

The Company leases certain vehicles, real property, production equipment and office equipment under lease agreements. The Company evaluates each lease to determine its appropriate classification as an operating lease or finance lease for financial reporting purposes. The majority of our operating leases are non-cancelable leases for production and office space in Hobro, Aarhus, and Copenhagen, Denmark.

 

During the six months ended June 30, 2024, cash paid for amounts included for the measurement of finance lease liabilities was $1,186,746, and the Company recorded finance lease expenses in other income (expenses) of $91,937.

 

During the six months ended June 30, 2024, cash paid for amounts included for the measurement of operating lease liabilities was $400,432, and the Company recorded operating lease expense of $398,544.

 

Supplemental balance sheet information related to leases as of June 30, 2024 and December 31, 2023 was as follows:

 

  

June 30,

2024

  

December 31,

2023

 

Operating leases:

        

Operating lease right-of-use assets

 $3,657,512  $4,055,837 
         

Operating lease liabilities – current

 $476,298  $531,355 

Operating lease liabilities – long-term

  3,181,843   3,527,082 

Total operating lease liabilities

 $3,658,141  $4,058,437 
         

Finance leases:

        

Property and equipment, at cost

 $3,967,874  $5,443,287 

Accumulated depreciation

  (1,016,026)  (877,578)

Property and equipment, net

 $2,951,848  $4,565,709 
         

Finance lease liabilities – current

 $446,425  $590,550 

Finance lease liabilities – long-term

  1,809,424   2,879,932 

Total finance lease liabilities

 $2,255,849  $3,470,482 
         

Weighted average remaining lease term:

        

Operating leases

  7.8   8.3 

Finance leases

  3.6   4.3 
         

Weighted average discount rate:

        

Operating leases

  6.7%  6.7%

Finance leases

  5.5%  6.0%

 

Maturities of lease liabilities at June 30, 2024 were as follows:

 

  

Operating

Leases

  

Finance

Leases

 

2024 (remaining 6 months)

 $361,787  $291,681 

2025

  680,530   579,039 

2026

  670,110   543,792 

2027

  670,110   1,051,729 

2028

  548,356   74,670 

Thereafter

  1,752,882   125,869 

Total payment under lease agreements

  4,683,775   2,666,780 

Less imputed interest

  (1,025,634)  (410,931)

Total lease liabilities

 $3,658,141  $2,255,849 

 

16

 
 

NOTE 8 – LONG-TERM DEBT

 

The components of notes payable are as follows:

 

  

June 30,

2024

  

December 31,

2023

 

Senior Promissory Notes

 $6,000,000   6,000,000 

Less: unamortized debt discount

  (1,015,358)  (1,311,989)

Senior Promissory Notes payable

 $4,984,642  $4,688,011 
         

Current portion of Senior Promissory Notes payable

  -   - 

Senior Promissory Notes payable, less current portion

  4,984,642   4,688,011 

Senior Promissory Notes payable

 $4,984,642  $4,688,011 

 

For the three months ended June 30, 2024 and 2023, the Company recognized interest expense of $0 and $0, respectively, and $150,591 and $86,790, respectively, on the Senior Promissory Notes related to the amortization of debt issuance costs.

 

For the six months ended June 30, 2024 and 2023, the Company recognized interest expense of $0 and $0, respectively, and $296,631 and $171,318, respectively, on the Senior Promissory Notes related to the amortization of debt issuance costs.

 

 

NOTE 9 – AGREEMENTS AND COMMITMENTS

 

Contingencies – From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.

 

Product Warranties – The Company provides a standard warranty for its systems, generally for a period of one to three years after customer acceptance. The Company estimates the costs that may be incurred under its standard warranty programs and records a liability for such costs at the time product revenue is recognized.

 

In addition, the Company sells an extended warranty for certain systems, which generally provides a warranty for up to four years from the date of commissioning. The specific terms and conditions of the warranties vary depending upon the product sold and the country in which the installation occurred. Revenue received for the sale of extended warranty contracts is deferred and recognized in the same manner as the costs incurred to perform under the warranty contracts.

 

The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Factors that affect the warranty liability include the number of units sold, historical and anticipated rates of warranty claims and the cost per claim.

 

Changes in the Company’s current and long-term warranty obligations included in accrued expenses on the balance sheet, as of June 30, 2024 and December 31, 2023, were as follows:

 

  

June 30,

2024

  

December 31,

2023

 

Balance at January 1

 $629,100  $898,072 

Warranty costs charged to cost of goods sold

  85,835   115,401 

Utilization charges against reserve

  (13,946)  (408,234)

Foreign currency effect

  (20,727)  23,861 

Balance at the end of the period

 $680,262  $629,100 

 

 

NOTE 10 – STOCKHOLDERS EQUITY

 

Common Stock – The Company has 50,000,000 authorized shares of common stock, $0.001 par value. As of June 30, 2024 and December 31, 2023, there were 5,819,272 and 5,727,310 shares of common stock issued and outstanding, respectively.

 

17

 

Stock Issuances 

 

During the six months ended June 30, 2024, the Company has made the following issuances of common stock: 

 

On January 3, 2024, the Company issued 24,500 shares of Common Stock to settle RSUs. The RSUs were valued at $73,500 for services provided by the Board of Directors in 2023. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended December 31, 2023.

 

On January 3, 2024, the Company issued 85,528 shares of Common Stock to settle RSUs. The RSUs were valued at $289,672 for services provided by management in 2023. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended December 31, 2023. In connection with the issuance, 29,998 shares of Common Stock, with a total value of $104,940, were retired to settle tax withholdings associated with stock-based compensation.

 

On June 24, 2024, the Company issued 11,932 shares of Common Stock to settle RSUs. The RSUs were valued at $36,750 for services provided by the Board of Directors from 2023 to 2024. The Company recognized the stock-based compensation of the award over the requisite service period from 2023 to 2024.

 

Warrants 

 

The following is a summary of the periodic changes in warrants outstanding for the six months ended June 30, 2024 and 2023:

 

  

2024

  

2023

 

Outstanding, December 31

  5,021,354   4,490,104 

Warrants issued in connection with public offering and private placement

  -   - 

Exercises and conversions

  -   - 

Outstanding, June 30

  5,021,354   4,490,104 

 

Stock-based Compensation 

 

In 2013, the Company’s Board of Directors adopted a Share Incentive Plan (the “Incentive Plan”). Under the terms and conditions of the Incentive Plan, the Board of Directors is empowered to grant RSUs to officers, directors, and consultants of the Company. At June 30, 2024, 52,082 RSUs were granted and outstanding under the Incentive Plan. Directors of the Company receive share compensation consisting of annual grants of $36,750 ($73,500 for the Chairman of the Board) in RSUs per annum with one-year vesting.

 

In 2022, the Company’s Board of Directors adopted an Equity Incentive Plan (the “2022 Incentive Plan”). Under the terms and conditions of the 2022 Incentive Plan, the Board of Directors is empowered to grant RSUs to officers and directors of the Company. At June 30, 2024, 353,471 RSUs were granted and outstanding under the 2022 Incentive Plan.

 

The Company recognizes compensation costs for RSU grants to Directors and management based on the stock price on the date of the grant.

 

The Company recognized stock-based compensation expense related to RSU grants of $166,617 and $193,924 for the three-month periods ended June 30, 2024 and 2023, respectively. For the six months periods ended June 30, 2024, and 2023, respectively, the stock-based compensation related to share grants was $359,938 and $351,097. On June 30, 2024, the Company had $978,358 of unrecognized compensation cost related to non-vested stock grants.

 

A summary of the status of the RSUs as of June 30, 2024 and changes during the period are presented below:

 

  

June 30, 2024

 
  

Number of

units

  

Weighted

Average
Grant-Date

Fair value

  

Aggregated

Intrinsic
Value

 
             

Outstanding, December 31, 2023

  314,461  $3.46  $- 

Granted

  311,154   3.20   - 

Vested and settled with share issuance

  (121,960)  (3.28)  - 

Forfeited

  (98,102)  (3.54)  - 

Outstanding, June 30, 2024

  405,553  $3.30  $- 

 

18

 
 

NOTE 11 – LOSS PER SHARE

 

Basic and diluted net income (loss) per common share is determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. For the periods where there is a net loss, stock options, warrants and RSUs have been excluded from the calculation of diluted net loss per common share because their effect would be anti-dilutive. Consequently, the weighted average number of shares of Common Stock used to calculate both basic and diluted net loss per common share is the same for the reported periods.

 

As of June 30, 2024, the Company had 405,553 RSUs, 3,930,008 prefunded warrants, and 1,091,346 warrants, all exercisable for shares of Common Stock.

 

As of June 30, 2023, the Company had 341,545 RSUs, 3,930,008 prefunded warrants, and 560,096 warrants, all exercisable for shares of Common Stock.

 

 

NOTE 12 – SIGNIFICANT CUSTOMERS AND CONCENTRATIONS

 

The following table presents customers accounting for 10% or more of the Company’s revenue:

 

  

For the Three Months

  

For the Six Months

 
  

Ended June 30,

  

Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Customer A

  16%  *%  *%  *%

Customer B

  10%  *%  *%  *%

Customer C

  *%  13%  *%  *%

Customer D

  *%  *%  11%  *%

* Zero or less than 10%

 

The following table presents customers accounting for 10% or more of the Company’s Accounts receivable:

 

  

June 30,

2024

  

December 31,

2023

 

Customer D

  20%  22%

Customer B

  13%  *%

Customer E

  *%  13%

* Zero or less than 10%

 

As of June 30, 2024, approximately 97% of the Company’s assets were located in Denmark, 1% were located in the U.S., and 2% were located in China. As of December 31, 2023, approximately 98% of the Company’s assets were located in Denmark, 0% were located in the U.S., and 2% were located in China.

 

 

NOTE 13 – SUBSEQUENT EVENTS

 

None

 

19

 
 

ITEM 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this quarterly report. In addition, the following discussion should be read in conjunction with our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 22, 2024 and our Amendment No. 1 to our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on April 30, 2024, and the financial statements and notes thereto. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

Overview

 

LiqTech International, Inc. is a clean technology company that provides state-of-the-art gas and liquid purification products by manufacturing ceramic silicon carbide filters and membranes as well as developing industry-leading and fully automated filtration solutions and systems. For more than two decades, we have developed and manufactured products of re-crystallized silicon carbide. We specialize in three business areas: ceramic membranes for liquid filtration systems, ceramic diesel particulate filters (DPFs) to control soot exhaust particles and black carbon emission from diesel engines, and plastic components for usage across various industries. Using nanotechnology, we develop proprietary products using patented silicon carbide technology. Our products are based on unique silicon carbide membranes that facilitate new applications and improve existing technologies. We market our products from our offices in Denmark and through local representatives and distributors. The products are shipped directly to customers from our production facilities in Denmark.

 

The terms “LiqTech”, “we”, “our”, “us”, the “Company” or any derivative thereof, as used herein, refer to LiqTech International, Inc., a Nevada corporation, together with its direct and indirect wholly owned subsidiaries, which we collectively refer to herein as our “Subsidiaries”.  

 

At present, we conduct our operations in the Kingdom of Denmark, with locations in the Copenhagen area, Hobro, and Aarhus. However, in July 2024, we consolidated our operations into the Copenhagen area and Hobro.

 

Our Strategy

 

Our strategy is to leverage our core competencies in material science, advanced filtration, and systems integration, creating differentiated products with compelling value propositions to penetrate attractive end markets with regulatory and ESG tailwinds. Essential imperatives associated with our strategy include the following:

 

 

Develop and reinforce new products and applications to provide clean water and reduce pollution. We currently provide water filtration systems for commercial pool owners, scrubber technology providers, shipowners, and ship operators as well as tailored filtration systems for oil & gas operators and services companies. We are expanding our range of products to better leverage existing customer relationships and develop new relationships within the oil & gas, marine, chemical, and other industries.

   

 

 

Better penetrate existing end markets where our value proposition is strong. We have successfully sold products and installed systems into several end market segments--including automotive/transportation, clean water and pool filtration, marine, industrial wastewater, chemicals/petrochemicals, and oil & gas applications. We are focused on targeting and developing new customers in these end markets while working with distributors, agents, and partners to access other important geographic markets.

   

 

 

Develop new end markets for our core products and applications. Our existing products and systems are relevant for and valuable to other end markets, and we regularly evaluate opportunities to develop strategic partners to perfect new applications and validate associated value propositions.

 

 

Results of Operations

 

The financial information below is derived from our unaudited condensed consolidated financial statements included elsewhere in this report. 

 

Comparison of the Three Months Ended June 30, 2024 and June 30, 2023

 

The following table sets forth our revenues, expenses and net loss for the three months ended June 30, 2024 and 2023:

 

   

Three Months Ended June 30,

 
                                   

Period to Period Change

 
   

2024

   

As a %

of Sales

   

2023

   

As a %

of Sales

   

Variance

   

Percent

%

 

Revenue

  $ 4,485,062       100.0 %   $ 4,990,019       100.0 %   $ (504,957 )     (10.1 )%

Cost of goods sold

    3,767,851       84.0       3,827,491       76.7       (59,640 )     (1.6 )

Gross Profit

    717,211       16.0       1,162,528       23.3       (445,317 )     (38.3 )
                                                 

Operating Expenses

                                               

Selling expenses

    855,122       19.1       1,028,225       20.6       (173,103 )     (16.8 )

General and administrative expenses

    1,541,316       34.4       1,377,483       27.6       163,833       11.9  

Research and development expenses

    407,292       9.1       359,784       7.2       47,508       13.2  

Total Operating Expenses

    2,803,730       62.5       2,765,492       55.4       38,238       1.4  
                                                 

Loss from Operation

    (2,086,519 )     (46.5 )     (1,602,964 )     (32.1 )     (483,555 )     30.2  
                                                 

Other Income (Expense)

                                               

Interest and other income

    45,744       1.0       116,545       2.3       (70,801 )     (60.7 )

Interest expense

    (29,290 )     (0.7 )     (45,898 )     (0.9 )     16,608       (36.2 )

Amortization of debt discount

    (150,591 )     (3.4 )     (86,790 )     (1.7 )     (63,801 )     73.5  

Gain on currency transactions

    84,462       1.9       49,494       1.0       34,968       70.7  

Gain on disposal of property and equipment

    10,344       0.2       -       -       10,344       -  

Total Other Income (Expense)

    (39,331 )     (0.9 )     33,351       0.7       (72,682 )     (217.9 )
                                                 

Loss Before Income Taxes

    (2,125,850 )     (47.4 )     (1,569,613 )     (31.5 )     (556,237 )     35.4  

Income tax benefit

    14,150       (0.3 )     14,321       (0.3 )     (171 )     (1.2 )
                                                 

Net Loss

  $ (2,111,700 )     (47.1 )%   $ (1,555,292 )     (31.2 )%   $ (556,408 )     35.8 %

 

Revenues 

 

Revenue for the three months ended June 30, 2024 was $4,485,062 compared to $4,990,019 for the same period in 2023, representing a decrease of $504,957 or 10.1%. The unfavorable change was attributable to a decrease in deliveries of plastics products, ceramic membranes, liquid filtration systems, and aftermarket sales, partly offset by increased sales of DPFs. The decline in sales of plastic products is primarily due to a large one-time sale recorded in 2023, which did not recur in the current period. The decrease in deliveries of liquid filtration systems and aftermarket sales was primarily attributed to a reduction in aftermarket sales due to elevated remediation work and associated deliveries in the same period in 2023. The increase in sales of DPFs was primarily due to the effective execution of strategies designed to capitalize on the increased demand for DPFs.

 

 

Gross Profit

 

Gross profit for the three months ended June 30, 2024 was $717,211 (or a gross profit margin of 16%) compared to gross profit of $1,162,528 (or a gross profit margin of 23.3%) for the same period in 2023, representing a decrease of $445,317, or 38.3%. This decline in gross profit can be attributed to the decrease in revenue and an unfavorable revenue mix, which resulted in a lower proportion of high-margin products being sold. Specifically, the delivery of a containerized oil & gas pilot system to the Middle East contributed to lower-than-usual gross profit margin, reflecting a strategic decision aimed at demonstrating and validating the efficiency of our technology. The decline in gross profit was partly offset by decreased depreciation as well as continued initiatives aimed at optimizing manufacturing processes, which have improved profitability within DPF and ceramic membrane production. Included in the gross profit was depreciation of $441,936 and $636,985 for the three months ended June 30, 2024, and 2023, respectively.

 

Expenses

 

Total operating expenses for the three months ended June 30, 2024 were $2,803,730, representing an increase of $38,238, or 1%, compared to $2,765,492 for the same period in 2023.

 

Selling expenses for the three months ended June 30, 2024 were $855,122 compared to $1,028,225 for the same period in 2023, representing a decrease of $173,103, or 16.8%. The decrease in selling expenses is attributable to the resignations of our CFO and VP of Sales, as well as reductions in travel costs, marketing expenses, and expenses related to external sales consultancy services.

 

General and administrative expenses for the three months ended June 30, 2024 were $1,541,316 compared to $1,377,483 for the same period in 2023, representing an increase of $163,833, or 11.9%. The increase was attributable to newly created positions in supply chain and project management, as well as increased legal expenses, insurance costs, and recruitment costs associated with the resignations of our CFO and VP of Sales. Included in general and administrative expenses were non-cash compensation of $166,617 and $193,924 for the three months ended June 30, 2024 and 2023, respectively.

 

Research and development expenses for the three months ended June 30, 2024 were $407,292 compared to $359,784 for the same period in 2023, representing an increase of $47,508, or 13.2%. The increase is solely attributable to one-time exit costs of a loss-making external development project, partly offset by more focused R&D efforts with fewer ongoing projects combined with a decrease in the average number of employees engaged in research and development activity as the Company streamlined and centralized the R&D function.

 

Other Income (Expenses)

 

Other expenses for the three months ended June 30, 2024 were $39,331 compared to other income of $33,351 for the comparable period in 2023, representing a decrease of $72,682, or 217.9%. The decrease was attributable to reduced interest income as well as increased debt discount amortization due to the extension of the maturity date for the senior promissory notes, with additional warrants issued as consideration for the extension. The decrease in other expenses was offset by reduced interest expenses and gain on currency transactions due to the EUR/DKK decline against the USD during the period.

 

Net Loss

 

As a result of the cumulative effect of the factors described above, we had a net loss for the three months ended June 30, 2024 of $2,111,700 compared to $1,555,292 for the comparable period in 2023, representing an increase in net loss of $556,408, or 35.8%.

 

 

Comparison of the Six Months Ended June 30, 2024 and June 30, 2023

 

The following table sets forth our revenues, expenses and net loss for the six months ended June 30, 2024 and 2023:  

 

   

Six Months Ended June 30,

 
                                   

Period to Period Change

 
   

2024

   

As a %

of Sales

   

2023

   

As a %

of Sales

   

Variance

   

Percent

%

 

Revenue

  $ 8,720,406       100.0 %   $ 9,001,538       100.0 %   $ (281,132 )     (3.1 )%

Cost of goods sold

    7,732,093       88.7       7,447,668       82.7       284,425       3.8  

Gross Profit

    988,313       11.3       1,553,870       17.3       (565,557 )     (36.4 )
                                                 

Operating Expenses

                                               

Selling expenses

    1,372,701       15.7       2,210,660       24.6       (837,959 )     (37.9 )

General and administrative expenses

    3,086,047       35.4       2,436,432       27.1       649,615       26.7  

Research and development expenses

    662,104       7.6       702,403       7.8       (40,299 )     (5.7 )

Total Operating Expenses

    5,120,852       58.7       5,349,495       59.4       (228,643 )     (4.3 )
                                                 

Loss from Operation

    (4,132,539 )     (47.4 )     (3,795,625 )     (42.2 )     (336,914 )     8.9  
                                                 

Other Income (Expense)

                                               

Interest and other income

    114,830       1.3       168,218       1.9       (53,388 )     (31.7 )

Interest expense

    (101,009 )     (1.2 )     (57,899 )     (0.6 )     (43,110 )     74.5  

Amortization of debt discount

    (296,631 )     (3.4 )     (171,318 )     (1.9 )     (125,313 )     73.1  

Gain (loss) on currency transactions

    339.998       3.9       (116,784 )     (1.3 )     456,782       (391.1 )

Loss on disposal of property and equipment

    (453,233 )     (5.2 )     -       -       (453.233 )     -  

Total Other Income (Expense)

    (396,045 )     (4.5 )     (177,783 )     (2.0 )     (218,262 )     122.8  
                                                 

Loss Before Income Taxes

    (4,528,584 )     (51.9 )     (3,973,408 )     (44.1 )     (555,176 )     14.0  

Income Tax Benefit

    28,589       (0.3 )     28,613       (0.3 )     (24 )     (0.1 )
                                                 

Net Loss

  $ (4,499,995 )     (51.6 )%   $ (3,944,795 )     (43.8 )%   $ (555,200 )     14.1 %

 

Revenue 

 

Revenue for the six months ended June 30, 2024 was $8,720,406 compared to $9,001,538 for the same period in 2023, representing a decrease of $281,132, or 3.1%. The decline was mainly due to a reduction in deliveries of plastics products, liquid filtration systems, ceramic membranes and aftermarket sales, partly offset by increased sales of DPFs.

 

The decline in sales of plastic products is primarily due to a large one-time sale recorded in 2023, which did not recur in the current period. The decrease in deliveries of liquid filtration systems and aftermarket sales was primarily attributed to a reduction in aftermarket sales due to remediation work executed in the same period in 2023. The increase in sales of DPFs was primarily due to the effective execution of strategies designed to capitalize on the increased demand for DPFs.

 

Gross Profit

 

Gross profit for the six months ended June 30, 2024 was $988,313 (or gross profit margin of 11.3%) compared to gross profit of $1,553,870 (or a gross profit margin of 17.3%) for the same period in 2023, representing a decrease of $565,557, or 36.4%. This decline in gross profit can be attributed to the decrease in revenue and an unfavorable revenue mix, which resulted in a lower proportion of high-margin products being sold. Specifically, the delivery of a containerized oil and gas pilot system to the Middle East contributed to lower-than-usual margins, reflecting a strategic decision aimed at demonstrating and validating the efficiency of our technology. The decline in gross profit was partly offset by decreased depreciation as well as continued initiatives aimed at optimizing manufacturing processes, which have improved profitability within DPF and ceramic membrane production. Included in the gross profit was depreciation of $893,580 and $1,251,577 for the six months ended June 30, 2024 and 2023, respectively.

 

 

Expenses

 

Total operating expenses for the six months ended June 30, 2024 were $5,120,852, representing a decrease of $228,643, or 4.3%, compared to $5,349,495 for the same period in 2023.

 

Selling expenses for the six months ended June 30, 2024, were $1,372,701, compared to $2,210,660 for the same period in 2023, representing a decrease of $837,959, or 37.9%. The decrease in selling expenses is attributable to the resignations of our CFO and VP of Sales, as well as reductions in bonus payouts, travel costs, marketing expenses, and expenses related to external sales consultancy services.

 

General and administrative expenses for the six months ended June 30, 2024, were $3,086,047, compared to $2,436,432 for the same period in 2023, representing an increase of $649,615, or 26.7%. The increase in general and administrative expenses was attributable to newly created positions in supply chain and project management, as well as increased legal expenses, insurance costs, and recruitment costs associated with the resignations of our CFO and VP of Sales. Furthermore, the increase is partly attributable to the release of bonus provisions in the comparable period of 2023. Included in general and administrative expenses was non-cash compensation amounting to $359,938 and $351,097 for the six months ended June 30, 2024, and 2023, respectively.

 

Research and development expenses for the six months ended June 30, 2024 were $662,104 compared to $702,403 for the same period in 2023, representing a decrease of $40,299, or 5.7%. The change is attributable to more focused R&D efforts with fewer ongoing projects combined with a decrease in the average number of employees engaged in research and development activities, as the Company streamlined and centralized the R&D function, partly offset by one-time exit costs of a loss-making external development project.

 

Other Income (Expenses)

 

Other expenses for the six months ended June 30, 2024 was $396,045 compared to $177,783 for the comparable period in 2023, representing an increase of $218,262, or 122.8%. The increase was attributable to the non-cash loss associated with the disposal of property and equipment, decreased interest income and increased debt discount amortization cost due to the extension of the maturity date for the senior promissory notes, with additional warrants issued as consideration for the extension. The decrease in other expenses was offset by a gain on currency transactions due to the EUR/DKK decline against the USD during the period.

 

Net Loss

 

As a result of the cumulative effect of the factors described above, we had a net loss for the six months ended June 30, 2024 of $4,499,995 compared to $3,944,795 for the comparable period in 2023, representing an increase in net loss of $555,200, or 14.1%.

 

 

Liquidity and Capital Resources 

 

The Company has historically financed operations through offerings of equity or debt instruments, internally generated cash from operations and our available lines of credit. On June 30, 2024, we had cash of $5,489,776 and net working capital of $10,922,792, and on December 31, 2023, we had cash of $10,442,181 and net working capital of $14,590,432. On June 30, 2024, our net working capital had decreased by $3,667,640 compared to December 31, 2023, mainly as a result of a reduction in cash and cash equivalents.

 

The Company has incurred significant recent losses, which raises substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. There is no assurance that the Company will be successful in executing the planned revenue growth, cost reductions, strategy, and profitability improvement measures, thus achieving profitable operations. We continue to analyze various alternatives, including potentially obtaining debt or equity financings or other arrangements. Our future success depends on our ability to accelerate growth, restore profitability, and raise capital as needed.

 

Continued market uncertainty and reduced order intake caused by weakening global macroeconomic conditions or recession, could unfavorably impact the Company’s ability to generate positive cash flow and thereby significantly reduce its profitability and liquidity position.

 

We cannot be certain that raising additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to us or, if available, will be on terms acceptable to us. If we issue additional securities to raise funds, these securities may have rights, preferences, or privileges senior to those of our common stock, and our current shareholders may experience dilution. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our current development programs, reduce operating costs, forego future development and other opportunities, or even terminate our operations.

 

Senior Promissory Notes

 

On June 22, 2022, the Company issued and sold Senior Promissory Notes in an aggregate principal amount of $6.0 million (the “Notes”) and issued warrants to purchase 531,250 shares of Common Stock to affiliates of Bleichroeder L.P., 21 April Fund, L.P., and 21 April Fund, Ltd. (together, the “Purchasers”), pursuant to a note and warrant purchase agreement entered into with the Purchasers (the “Note and Warrant Purchase Agreement”). The warrants issued in this transaction have an exercise price of $5.20 per share, a term of five years and are exercisable for cash at any time.

 

The Notes originally had a term of 24 months and do not bear interest during this period. If the Notes are not repaid on or before the second anniversary of issuance, however, the Notes will thereafter bear interest of 10% per annum, which will increase by 1% each month the Notes remain unpaid, up to a maximum of 16% per annum, payable monthly.

 

Additionally, as part of the transaction, the Company issued 28,846 warrants to the placement agent. The warrants issued in this transaction have an exercise price of $5.20 per share, a term of five years and are exercisable for cash at any time.

 

As a result, the Company recorded an initial debt discount of $695,749, based on the relative fair value of the warrants and Notes issued. The Company determined the fair value of the warrants by using the Black-Scholes Option Pricing Model, with the following assumptions: expected term of 2.5 years, stock price of $3.44, exercise price of $5.20, volatility of 80.8%, risk-free rate of 3.13%, and no forfeiture rate. The debt discount will be accreted according to the effective interest method over the contractual term of the Notes. The warrants qualified for equity classification and were reported within Additional Paid-In Capital.

 

On October 13, 2023, the Company and the Purchasers entered into an amendment to the Note and Warrant Purchase Agreement (the “Amendment”) and Allonge No. 1 to each of the Notes (collectively, the “Allonges”) effective as of September 30, 2023, pursuant to which the Company and the Purchasers extended the maturity date of the Notes from June 20, 2024, to January 1, 2026 (the “Extension”). As consideration for the Extension, simultaneously with the entry into the Amendment and Allonges, the Company issued to the Purchasers additional warrants to purchase an aggregate of 531,250 shares of Common Stock at an exercise price of $5.20 per share, subject to adjustment as provided therein (the “2023 Warrants”). The 2023 Warrants are exercisable at any time prior to the five-year anniversary of the initial exercise date of September 30, 2023. The Amendment qualifies as a modification and entitles the Purchasers to registration rights with respect to the shares of Common Stock issuable upon exercise of the 2023 Warrants pursuant to the existing Registration Rights Agreement, dated June 22, 2022, by and between the Company and the Purchasers.

 

As a result of the amendment, the Company recorded an initial debt discount of $1,193,206, based on fair value of the warrants issued. The Company determined the fair value of the warrants by using the Black-Scholes Option Pricing Model, with the following assumptions: expected term of 5.0 years, stock price of $3.89, exercise price of $5.20, volatility of 73.66%, risk-free rate of 4.60%, and no forfeiture rate. The debt discount will be accreted according to the effective interest method over the contractual term of the Notes. The warrants qualified for equity classification and were reported within Additional Paid-In Capital

 

 

Cash Flows 

 

Six months ended June 30, 2024 compared to six months ended June 30, 2023

 

Cash flows from operating activities for the period ending June 30, 2024 derived from the net loss for the period, adjusted for non-cash items and changes in assets and liabilities. Cash flows used in operating activities for the six months ended June 30, 2024 were $3,779,679, representing an unfavorable change of $22,991 compared to cash flows used in operating activities of $3,756,688 for the six months ended June 30, 2023. The cash flows used in operating activities for the period consists mainly of the net loss of $4,499,995, adjusted for depreciation and other non-cash-related items of $2,420,451, as well as a decrease in accounts payable of $562,014 and an increase in inventory of $525,240, partly offset by a decrease in accounts receivable of $268,143.

 

Cash flows provided by investing activities were $333,171 for the six months ended June 30, 2024 as compared to cash flows used in investing activities of $290,468 for the six months ended June 30, 2023, representing an improvement of $639,639. The investing activities include proceeds from the disposition of production equipment in Ballerup, offset by general purchases of production equipment to continue optimizing production throughput.

 

Cash flows used in financing activities were $1,115,153 for the six months ended June 30, 2024 compared to $200,095 for the six months ended June 30, 2023, representing an increase of $915,058. The increase was mainly driven by the repayment of lease agreements in connection with the sales of production equipment in Ballerup as mentioned above.

 

Off Balance Sheet Arrangements

 

As of June 30, 2024, we had no off-balance sheet arrangements. We are not aware of any material transactions that are not disclosed in our consolidated financial statements. 

 

Significant Accounting Policies and Critical Accounting Estimates

 

The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Our most critical accounting estimates include:

 

The assessment of revenue recognition, which impacts revenue and cost of sales;

the assessment of allowance for product warranties, which impacts gross profit;

the assessment of collectability of Accounts receivable, which impacts operating expenses when and if we record bad debt or adjust the allowance for doubtful accounts;

the assessment of recoverability of long-lived assets, which impacts gross profit or operating expenses when and if we record asset impairments or accelerate their depreciation;

the recognition and measurement of current and deferred income taxes (including the measurement of uncertain tax positions), which impact our provision for taxes;

the valuation of inventory, which impacts gross profit; and

the recognition and measurement of loss contingencies, which impact gross profit or operating expenses when we recognize a loss contingency, revise the estimate for a loss contingency, or record an asset impairment.

 

Recently Enacted Accounting Standards

 

For a description of accounting changes and recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see “Note 1: Recently Enacted Accounting Standards” in the accompanying Financial Statements.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are not required to provide quantitative and qualitative disclosures about market risk because we are a smaller reporting company. 

 

 

ITEM 4.  CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the design and effectiveness of our internal controls over financial reporting and disclosure controls and procedures (pursuant to Rule 13a-15(b) and (c) under the Exchange Act) as of the end of the period covered by this Quarterly Report. A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a misstatement of the registrant's financial statements will not be prevented or detected on a timely basis.

 

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

 

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures as of June 30, 2024 were not effective as of the period covered by this Quarterly Report due to material weaknesses in internal controls over financial reporting. For more information on material weaknesses identified by management, please reference our Form 10-K filed on March 22, 2024 for the year ended December 31, 2023 and our Form 10-K/A filed on April 30, 2024 for the year ended December 31, 2023.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Management's Remediation Initiatives

 

In response to the identified material weaknesses, our management, with oversight from the Company’s Audit Committee, has been and will continue to dedicate necessary resources to enhance the Company’s internal control over financial reporting and remediate the identified material weaknesses. As an example of such remediation, the Company in 2023 hired additional employees into the finance department, and the Company implemented a new ERP system along with other IT programs to help reinforce its controls and processes, and these investments are an important step in the remediation of the material weaknesses. During 2022, the Company introduced an updated Delegation of Authority, with the overall purpose to provide clarity for all employees on the extent to which they can commit the Company and at the same time provide the Company with assurance that decisions about agreements are made by the appropriate functions and employees. Lastly, the Company has started the process of redesigning and ensuring documentation of all processes and procedures related to the financial reporting process to ensure the effective design and operation of process-level controls.

 

While management believes that the steps that have been taken and plan to take will improve the overall system of internal control over financial reporting and will remediate the identified material weaknesses, these material weaknesses cannot be considered fully remediated until the applicable relevant controls operate for a sufficient period of time.

 

Limitations on the Effectiveness of Internal Controls

 

An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

 

While management believes that the steps that we have taken and plan to take will improve the overall system of internal control over financial reporting and will remediate identified material weaknesses, the material weaknesses cannot be considered remediated until the applicable relevant controls operate for a sufficient period of time.

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. For a description of contingencies, see “Note 7 – Agreements And Commitments”.

 

ITEM 1A. RISK FACTORS

 

Not required for a “smaller reporting company.”  

 

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 

 

None.

 

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.   MINE SAFETY DISCLOSURES

 

None.  

 

 

ITEM 5.   OTHER INFORMATION

 

Insider Trading Plans

 

During the quarter ended  June 30, 2024, no director or Section 16 officer adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).

 

28

 
 

ITEM 6.    EXHIBITS

 

3.1

Articles of Incorporation, as amended as of November 13, 2023

 

Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2024

       

3.2

Amended and Restated Bylaws

 

Incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on May 15, 2012

       

31.1

Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

       

31.2

Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

       

32.1

Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002

 

Furnished herewith

       

32.2

Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002

 

Furnished herewith

       

101. INS

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

 

Provided herewith

       

101. CAL

Inline XBRL Taxonomy Extension Calculation Link base Document

 

Provided herewith

       

101. DEF

Inline XBRL Taxonomy Extension Definition Link base Document

 

Provided herewith

       

101. LAB

Inline XBRL Taxonomy Label Link base Document

 

Provided herewith

       

101. PRE

Inline XBRL Extension Presentation Link base Document

 

Provided herewith

       

101. SCH

Inline XBRL Taxonomy Extension Scheme Document

 

Provided herewith

       

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

Provided herewith

 

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

LiqTech International, Inc.

 
     

Dated: August 14, 2024 

/s/ Fei Chen 

 
 

Fei Chen, Chief Executive Officer

 
 

(Principal Executive Officer)

 
     
     

Dated: August 14, 2024 

/s/ Phillip Massie Price

 
 

Phillip Massie Price, Interim Chief Financial Officer

 
 

(Principal Financial and Accounting Officer)

 

 

30

Exhibit 31.1

OFFICERS CERTIFICATE

PURSUANT TO SECTION 302

 

I, Fei Chen, certify that:

 

1.     I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2024 of LiqTech 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 caused 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 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 a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2024

By:

/s/ Fei Chen

 

Name:

Fei Chen

 

Title:

President and Chief Executive Officer and

Principal Executive Officer

 

 

Exhibit 31.2

OFFICERS CERTIFICATE

PURSUANT TO SECTION 302

I, Phillip Massie Price, certify that:

 

1.     I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2024 of LiqTech 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 caused 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 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 a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2024

By:

/s/ Phillip Massie Price

 

Name:

Phillip Massie Price

 

Title:

Interim Chief Financial Officer and Principal

Financial and Accounting Officer

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of LiqTech International, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2024 as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Date: August 14, 2024

By:

/s/ Fei Chen

 

Name:

Fei Chen

 

Title:

President & Chief Executive Officer and Principal

Executive Officer

 

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of LiqTech International, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2024 as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Date: August 14, 2024

By:

/s/ Phillip Massie Price

 

Name:

Phillip Massie Price

 

Title:

Interim Chief Financial Officer and Principal

Financial and Accounting Officer

 

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.

 

 
v3.24.2.u1
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2024
Aug. 14, 2024
Document Information [Line Items]    
Entity Central Index Key 0001307579  
Entity Registrant Name LIQTECH INTERNATIONAL INC  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 001-36210  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 20-1431677  
Entity Address, Address Line One Industriparken 22C  
Entity Address, Postal Zip Code DK 2750  
Entity Address, City or Town Ballerup  
Entity Address, Country DK  
City Area Code 45  
Local Phone Number 3131 5941  
Title of 12(b) Security Common Stock, $0.001 par value  
Trading Symbol LIQT  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   5,819,272
v3.24.2.u1
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current Assets:    
Cash and restricted cash $ 5,489,776 $ 10,422,181
Accounts receivable, net 2,804,625 3,171,047
Inventories, net 5,620,247 5,267,816
Contract assets 2,878,573 2,891,744
Prepaid expenses and other current assets 389,181 337,391
Total Current Assets 17,182,402 22,090,179
Long-Term Assets:    
Property and equipment, net 6,935,852 9,007,166
Operating lease right-of-use assets 3,657,512 4,055,837
Deposits and other assets 517,123 470,349
Intangible assets, net 60,128 114,593
Goodwill 226,285 233,723
Total Long-Term Assets 11,396,900 13,881,668
Total Assets 28,579,302 35,971,847
Current Liabilities:    
Accounts payable 1,813,943 2,444,653
Accrued expenses 3,189,439 3,550,542
Current portion of finance lease liabilities 446,425 590,550
Current portion of operating lease liabilities 476,298 531,355
Contract liabilities 333,505 382,647
Total Current Liabilities 6,259,610 7,499,747
Deferred tax liability 69,535 101,059
Finance lease liabilities, net of current portion 1,809,424 2,879,932
Operating lease liabilities, net of current portion 3,181,843 3,527,082
Notes payable, net 4,984,642 4,688,011
Total Long-term Liabilities 10,045,444 11,196,084
Total Liabilities 16,305,054 18,695,831
Stockholders' Equity:    
Preferred stock; par value $0.001, 2,500,000 shares authorized, 0 shares issued and outstanding at June 30, 2024 and December 31, 2023 0 0
Common stock; par value $0.001, 50,000,000 shares authorized, 5,819,272 and 5,727,310 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 5,819 5,727
Additional paid-in capital 99,051,263 98,796,357
Accumulated deficit (80,422,175) (75,922,180)
Accumulated other comprehensive loss (6,360,659) (5,603,888)
Total Stockholders’ Equity 12,274,248 17,276,016
Total Liabilities and Stockholders’ Equity $ 28,579,302 $ 35,971,847
v3.24.2.u1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, authorized (in shares) 2,500,000 2,500,000
Preferred stock, issued (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, authorized (in shares) 50,000,000 50,000,000
Common stock, issued (in shares) 5,819,272 5,727,310
Common stock, outstanding (in shares) 5,819,272 5,727,310
v3.24.2.u1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues $ 4,485,062 $ 4,990,019 $ 8,720,406 $ 9,001,538
Cost of goods sold 3,767,851 3,827,491 7,732,093 7,447,668
Gross Profit 717,211 1,162,528 988,313 1,553,870
Operating Expenses:        
Selling expenses 855,122 1,028,225 1,372,701 2,210,660
General and administrative expenses 1,541,316 1,377,483 3,086,047 2,436,432
Research and development expenses 407,292 359,784 662,104 702,403
Total Operating Expenses 2,803,730 2,765,492 5,120,852 5,349,495
Loss from Operations (2,086,519) (1,602,964) (4,132,539) (3,795,625)
Other Income (Expense)        
Interest and other income 45,744 116,545 114,830 168,218
Interest expense (29,290) (45,898) (101,009) (57,899)
Amortization of debt discount (150,591) (86,790) (296,631) (171,318)
Gain (loss) on currency transactions 84,462 49,494 339,998 (116,784)
Gain (loss) on disposal of property and equipment 10,344 0 (453,233) 0
Total Other Income (Expense) (39,331) 33,351 (396,045) (177,783)
Loss Before Income Taxes (2,125,850) (1,569,613) (4,528,584) (3,973,408)
Income tax benefit 14,150 14,321 28,589 28,613
Net Loss $ (2,111,700) $ (1,555,292) $ (4,499,995) $ (3,944,795)
Loss Per Common Share – Basic and Diluted (in dollars per share) $ (0.36) $ (0.27) $ (0.77) $ (0.7)
Weighted-Average Common Shares Outstanding – Basic and Diluted (in shares) 5,808,127 5,660,007 5,806,480 5,656,809
v3.24.2.u1
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net loss $ (2,111,700) $ (1,555,292) $ (4,499,995) $ (3,944,795)
Loss on foreign currency translation (213,191) (99,792) (756,771) 308,804
Total Comprehensive Loss $ (2,324,891) $ (1,655,084) $ (5,256,766) $ (3,635,991)
v3.24.2.u1
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Total
BALANCE (in shares) at Dec. 31, 2022 5,498,260        
BALANCE at Dec. 31, 2022 $ 5,498 $ 96,975,476 $ (67,351,035) $ (6,320,567) $ 23,309,372
Common stock issued in settlement of RSUs (in shares) 160,670        
Common stock issued in settlement of RSUs $ 161 (161)      
Stock-based compensation   157,173     157,173
Loss on foreign currency translation $ 0 0 0 408,596 408,596
Net loss     (2,389,503)   (2,389,503)
BALANCE (in shares) at Mar. 31, 2023 5,658,930        
BALANCE at Mar. 31, 2023 $ 5,659 97,132,488 (69,740,538) (5,911,971) 21,485,638
BALANCE (in shares) at Dec. 31, 2022 5,498,260        
BALANCE at Dec. 31, 2022 $ 5,498 96,975,476 (67,351,035) (6,320,567) 23,309,372
Loss on foreign currency translation         308,804
Net loss         (3,944,795)
BALANCE (in shares) at Jun. 30, 2023 5,700,226        
BALANCE at Jun. 30, 2023 $ 5,700 97,326,371 (71,295,830) (6,011,763) 20,024,478
BALANCE (in shares) at Mar. 31, 2023 5,658,930        
BALANCE at Mar. 31, 2023 $ 5,659 97,132,488 (69,740,538) (5,911,971) 21,485,638
Common stock issued in settlement of RSUs (in shares) 24,500        
Common stock issued in settlement of RSUs $ 24 (24)      
Stock-based compensation   193,924     193,924
Loss on foreign currency translation $ 0 0 0 (99,792) (99,792)
Net loss     (1,555,292)   (1,555,292)
Fractional shares from individual shareholder round-up following reverse split (in shares) 16,796        
Fractional shares from individual shareholder round-up following reverse split $ 17 (17) 0 0 0
BALANCE (in shares) at Jun. 30, 2023 5,700,226        
BALANCE at Jun. 30, 2023 $ 5,700 97,326,371 (71,295,830) (6,011,763) 20,024,478
BALANCE (in shares) at Dec. 31, 2023 5,727,310        
BALANCE at Dec. 31, 2023 $ 5,727 98,796,357 (75,922,180) (5,603,888) 17,276,016
Common stock issued in settlement of RSUs (in shares) 110,028        
Common stock issued in settlement of RSUs $ 110 (110)      
Tax withholdings paid related to stock-based compensation (in shares) (29,998)        
Tax withholdings paid related to stock-based compensation $ (30) 30      
Stock-based compensation   193,321     193,321
Loss on foreign currency translation $ 0 0 0 (543,580) (543,580)
Net loss     (2,388,295)   (2,388,295)
BALANCE (in shares) at Mar. 31, 2024 5,807,340        
BALANCE at Mar. 31, 2024 $ 5,807 98,989,598 (78,310,475) (6,147,468) 14,537,462
BALANCE (in shares) at Dec. 31, 2023 5,727,310        
BALANCE at Dec. 31, 2023 $ 5,727 98,796,357 (75,922,180) (5,603,888) 17,276,016
Loss on foreign currency translation         (756,771)
Net loss         (4,499,995)
BALANCE (in shares) at Jun. 30, 2024 5,819,272        
BALANCE at Jun. 30, 2024 $ 5,819 99,051,263 (80,422,175) (6,360,659) 12,274,248
BALANCE (in shares) at Mar. 31, 2024 5,807,340        
BALANCE at Mar. 31, 2024 $ 5,807 98,989,598 (78,310,475) (6,147,468) 14,537,462
Common stock issued in settlement of RSUs (in shares) 11,932        
Common stock issued in settlement of RSUs $ 12 (12)      
Tax withholdings paid related to stock-based compensation 0 (104,940) 0 0 (104,940)
Stock-based compensation   166,617     166,617
Loss on foreign currency translation $ 0 0 0 (213,191) (213,191)
Net loss     (2,111,700)   (2,111,700)
BALANCE (in shares) at Jun. 30, 2024 5,819,272        
BALANCE at Jun. 30, 2024 $ 5,819 $ 99,051,263 $ (80,422,175) $ (6,360,659) $ 12,274,248
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash Flows from Operating Activities:    
Net loss $ (4,499,995) $ (3,944,795)
Adjustments to reconcile net loss to net cash used in operations:    
Depreciation and amortization 1,067,312 1,250,299
Amortization of discount on notes payable 296,631 171,318
Stock-based compensation 359,938 351,097
Amortization of right-of-use assets 271,926 279,983
Deferred taxes (28,589) (28,613)
Gain on disposal of property and equipment 453,233 0
Changes in assets and liabilities:    
Accounts receivable 268,143 (606,781)
Inventories (525,240) (289,557)
Contract assets (79,639) (113,442)
Prepaid expenses and other current assets (227,077) (1,061,699)
Accounts payable (562,014) 548,581
Accrued expenses (263,144) (135,214)
Operating lease liabilities (273,833) (279,983)
Contract liabilities (37,331) 60,584
Assets held for sale 0 41,534
Net Cash used in Operating Activities (3,779,679) (3,756,688)
Cash Flows from Investing Activities:    
Purchases of property and equipment (612,090) (290,468)
Proceeds from the disposal of property and equipment 945,261 0
Net Cash provided by (used in) Investing Activities 333,171 (290,468)
Cash Flows from Financing Activities:    
Repayments of finance lease liabilities (1,115,153) (200,095)
Net Cash used in Financing Activities (1,115,153) (200,095)
Effect of Foreign Currency exchange on cash (370,744) 244,569
Net Change in Cash and Restricted Cash (4,932,405) (4,002,682)
Cash and Restricted Cash at Beginning of Period 10,422,181 16,597,371
Cash and Restricted Cash at End of Period 5,489,776 12,594,689
Supplemental Disclosures of Cash Flow Information:    
Cash paid for interest 97,769 81,192
Cash paid for income taxes 0 0
Non-cash financing activities    
Financed purchases of property and equipment $ 83,378 $ 0
v3.24.2.u1
Note 1 - Basis of Presentation and Other Information
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

NOTE 1 BASIS OF PRESENTATION AND OTHER INFORMATION

 

The accompanying unaudited condensed consolidated financial statements of LiqTech International, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2023 consolidated balance sheet data were derived from audited financial statements but does not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 22, 2024. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

 

Recently Issued Accounting Pronouncements

 

In November 2023, the FASB issued ASU 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied retrospectively. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

 

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.

v3.24.2.u1
Note 2 - Liquidity and Going Concern Assessmemt
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Substantial Doubt about Going Concern [Text Block]

NOTE 2 LIQUIDITY AND GOING CONCERN ASSESSMENT

 

Management assesses liquidity and going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued, which is referred to as the “look-forward period,” as defined by GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management considered various scenarios, forecasts, projections, estimates and made certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs, and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, management made certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period.

 

As of June 30, 2024, the Company had cash and cash equivalents of $5,489,776, net working capital of $10,922,792, an accumulated deficit of $80,422,175, and total assets and liabilities of $28,579,302 and $16,305,054, respectively.

 

The Company has incurred significant recent losses, which raises substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. There is no assurance that the Company will be successful in executing the planned revenue growth, cost reductions, strategy, and profitability improvement measures, thus achieving profitable operations. We continue to analyze various alternatives, including potentially obtaining debt or equity financings or other arrangements. Our future success depends on our ability to accelerate growth, restore profitability, and raise capital as needed.

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. We cannot be certain that raising additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to us or, if available, will be on terms acceptable to us. If we issue additional securities to raise funds, these securities may have rights, preferences, or privileges senior to those of our common stock, and our current shareholders may experience dilution. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our current development programs, reduce operating costs, forego future development and other opportunities, or even terminate our operations.

 

v3.24.2.u1
Note 3 - Disaggregation of Revenues and Segment Reporting
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Disaggregation of Revenues and Segment Reporting [Text Block]

NOTE 3 DISAGGREGATION OF REVENUES AND SEGMENT REPORTING

 

The Company operates in three reportable segments: Water, Ceramics and Plastics.

 

The Company sells products throughout the world, and sales by geographical region are as follows for the three and six months ended June 30, 2024 and 2023:

 

  

For the Three Months

  

For the Six Months

 
  

Ended June 30,

  

Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Americas

 $329,711  $441,186  $1,526,908  $774,717 

Asia-Pacific

  92,535   650,095   435,496   1,101,989 

Europe

  3,285,925   3,119,496   5,936,840   6,219,282 

Middle East & Africa

  776,891   779,242   821,162   905,550 

Total consolidated Revenue

 $4,485,062  $4,990,019  $8,720,406  $9,001,538 

 

The Company’s sales by segment are as follows for the three and six months ended June 30, 2024 and 2023:

 

  

For the Three Months

  

For the Six Months

 
  

Ended June 30,

  

Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Water

 $1,870,625  $2,070,298  $3,419,291  $3,505,217 

Ceramics

  1,665,138   1,789,465   3,471,474   3,198,837 

Plastics

  949,299   1,127,455   1,829,641   2,294,683 

Corporate

  -   2,801   -   2,801 

Total consolidated Revenue

 $4,485,062  $4,990,019  $8,720,406  $9,001,538 

 

The Company’s income and total assets segment are as follows:

 

  

For the Three Months

  

For the Six Months Ended

 
  

Ended June 30,

  

June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Income (Loss)

                

Water

 $(254,251) $2,439  $(688,739) $(461,036)

Ceramics

  (340,160)  (439,090)  (1,318,834)  (1,000,774)

Plastics

  (240,414)  (67,272)  (240,413)  (133,333)

Corporate

  (1,276,875)  (1,051,369)  (1,978,241)  (2,349,652)

Total consolidated Loss

  (2,111,700)  (1,555,292)  (4,499,995)  (3,944,795)

 

  

As of

 

Total Assets

 

June 30,

2024

  

December 31,

2023

 

Water

 $8,702,209  $9,432,991 

Ceramics

  13,060,929   14,550,872 

Plastics

  723,729   759,745 

Corporate

  6,092,435   11,228,239 

Total consolidated Assets

 $28,579,302  $35,971,847 

 

v3.24.2.u1
Note 4 - Accounts Receivable
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Accounts and Nontrade Receivable [Text Block]

NOTE 4 ACCOUNTS RECEIVABLE

 

Accounts receivable consisted of the following on June 30, 2024, and December 31, 2023:

 

   

June 30,

2024

   

December 31,

2023

 

Trade accounts receivable

  $ 3,016,377     $ 3,305,959  

Allowance for doubtful accounts

    (211,752 )     (134,912 )

Total accounts receivable, net

  $ 2,804,625     $ 3,171,047  

 

 

The roll-forward of the allowance for doubtful accounts for the periods ended June 30, 2024 and December 31, 2023 is as follows: 

 

   

June 30,

2024

   

December 31,

2023

 

Allowance for doubtful accounts at the beginning of the period

  $ 134,912     $ 59,559  

Bad debt expense

    81,940       82,066  

Receivables written off during the periods

    -       (10,298 )

Effect of currency translation

    (5,100 )     3,585  

Allowance for doubtful accounts at the end of the period

  $ 211,752     $ 134,912  

 

v3.24.2.u1
Note 5 - Inventories
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

NOTE 5 INVENTORIES

 

Inventories consisted of the following on June 30, 2024, and December 31, 2023:

 

   

June 30,

2024

   

December 31,

2023

 

Furnace parts and supplies

  $ 45,789     $ 55,177  

Raw materials

    3,329,036       3,301,526  

Work in process

    1,647,283       1,271,458  

Finished goods and filtration systems

    1,627,439       1,507,113  

Reserve for obsolescence

    (939,300 )     (867,458 )

Total inventories, net

  $ 5,620,247     $ 5,267,816  

 

Inventory valuation adjustments for excess and obsolete inventory are calculated based on current inventory levels, movements, expected useful lives, and estimated future demand for the products.

 

v3.24.2.u1
Note 6 - Contract Assets and Contract Liabilities
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Contract with Customer, Contract Asset, Contract Liability [Text Block]

NOTE 6 CONTRACT ASSETS AND CONTRACT LIABILITIES

 

The roll-forward of Contract assets and contract liabilities for the periods ended June 30, 2024 and December 31, 2023 is as follows:

 

   

June 30,

2024

   

December 31,

2023

 

Cost incurred

  $ 3,028,377     $ 3,225,728  

Unbilled project deliveries

    730,026       582,557  

VAT

    136,491       329,980  

Other receivables

    78,803       92,619  

Prepayments

    (1,407,098 )     (1,688,427 )

Deferred Revenue

    (21,531 )     (33,360 )
    $ 2,545,068     $ 2,509,097  
                 

Distributed as follows:

               

Contract assets

  $ 2,878,573     $ 2,891,744  

Contract liabilities

    (333,505 )     (382,647 )
    $ 2,545,068     $ 2,509,097  

 

v3.24.2.u1
Note 7 - Leases
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Lessee, Operating and Finance Leases [Text Block]

NOTE 7 LEASES

 

The Company leases certain vehicles, real property, production equipment and office equipment under lease agreements. The Company evaluates each lease to determine its appropriate classification as an operating lease or finance lease for financial reporting purposes. The majority of our operating leases are non-cancelable leases for production and office space in Hobro, Aarhus, and Copenhagen, Denmark.

 

During the six months ended June 30, 2024, cash paid for amounts included for the measurement of finance lease liabilities was $1,186,746, and the Company recorded finance lease expenses in other income (expenses) of $91,937.

 

During the six months ended June 30, 2024, cash paid for amounts included for the measurement of operating lease liabilities was $400,432, and the Company recorded operating lease expense of $398,544.

 

Supplemental balance sheet information related to leases as of June 30, 2024 and December 31, 2023 was as follows:

 

  

June 30,

2024

  

December 31,

2023

 

Operating leases:

        

Operating lease right-of-use assets

 $3,657,512  $4,055,837 
         

Operating lease liabilities – current

 $476,298  $531,355 

Operating lease liabilities – long-term

  3,181,843   3,527,082 

Total operating lease liabilities

 $3,658,141  $4,058,437 
         

Finance leases:

        

Property and equipment, at cost

 $3,967,874  $5,443,287 

Accumulated depreciation

  (1,016,026)  (877,578)

Property and equipment, net

 $2,951,848  $4,565,709 
         

Finance lease liabilities – current

 $446,425  $590,550 

Finance lease liabilities – long-term

  1,809,424   2,879,932 

Total finance lease liabilities

 $2,255,849  $3,470,482 
         

Weighted average remaining lease term:

        

Operating leases

  7.8   8.3 

Finance leases

  3.6   4.3 
         

Weighted average discount rate:

        

Operating leases

  6.7%  6.7%

Finance leases

  5.5%  6.0%

 

Maturities of lease liabilities at June 30, 2024 were as follows:

 

  

Operating

Leases

  

Finance

Leases

 

2024 (remaining 6 months)

 $361,787  $291,681 

2025

  680,530   579,039 

2026

  670,110   543,792 

2027

  670,110   1,051,729 

2028

  548,356   74,670 

Thereafter

  1,752,882   125,869 

Total payment under lease agreements

  4,683,775   2,666,780 

Less imputed interest

  (1,025,634)  (410,931)

Total lease liabilities

 $3,658,141  $2,255,849 

 

v3.24.2.u1
Note 8 - Long-term Debt
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Long-Term Debt [Text Block]

NOTE 8 – LONG-TERM DEBT

 

The components of notes payable are as follows:

 

  

June 30,

2024

  

December 31,

2023

 

Senior Promissory Notes

 $6,000,000   6,000,000 

Less: unamortized debt discount

  (1,015,358)  (1,311,989)

Senior Promissory Notes payable

 $4,984,642  $4,688,011 
         

Current portion of Senior Promissory Notes payable

  -   - 

Senior Promissory Notes payable, less current portion

  4,984,642   4,688,011 

Senior Promissory Notes payable

 $4,984,642  $4,688,011 

 

For the three months ended June 30, 2024 and 2023, the Company recognized interest expense of $0 and $0, respectively, and $150,591 and $86,790, respectively, on the Senior Promissory Notes related to the amortization of debt issuance costs.

 

For the six months ended June 30, 2024 and 2023, the Company recognized interest expense of $0 and $0, respectively, and $296,631 and $171,318, respectively, on the Senior Promissory Notes related to the amortization of debt issuance costs.

 

v3.24.2.u1
Note 9 - Agreements and Commitments
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

NOTE 9 – AGREEMENTS AND COMMITMENTS

 

Contingencies – From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.

 

Product Warranties – The Company provides a standard warranty for its systems, generally for a period of one to three years after customer acceptance. The Company estimates the costs that may be incurred under its standard warranty programs and records a liability for such costs at the time product revenue is recognized.

 

In addition, the Company sells an extended warranty for certain systems, which generally provides a warranty for up to four years from the date of commissioning. The specific terms and conditions of the warranties vary depending upon the product sold and the country in which the installation occurred. Revenue received for the sale of extended warranty contracts is deferred and recognized in the same manner as the costs incurred to perform under the warranty contracts.

 

The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Factors that affect the warranty liability include the number of units sold, historical and anticipated rates of warranty claims and the cost per claim.

 

Changes in the Company’s current and long-term warranty obligations included in accrued expenses on the balance sheet, as of June 30, 2024 and December 31, 2023, were as follows:

 

  

June 30,

2024

  

December 31,

2023

 

Balance at January 1

 $629,100  $898,072 

Warranty costs charged to cost of goods sold

  85,835   115,401 

Utilization charges against reserve

  (13,946)  (408,234)

Foreign currency effect

  (20,727)  23,861 

Balance at the end of the period

 $680,262  $629,100 

 

v3.24.2.u1
Note 10 - Stockholders' Equity
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Equity [Text Block]

NOTE 10 – STOCKHOLDERS EQUITY

 

Common Stock – The Company has 50,000,000 authorized shares of common stock, $0.001 par value. As of June 30, 2024 and December 31, 2023, there were 5,819,272 and 5,727,310 shares of common stock issued and outstanding, respectively.

 

Stock Issuances 

 

During the six months ended June 30, 2024, the Company has made the following issuances of common stock: 

 

On January 3, 2024, the Company issued 24,500 shares of Common Stock to settle RSUs. The RSUs were valued at $73,500 for services provided by the Board of Directors in 2023. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended December 31, 2023.

 

On January 3, 2024, the Company issued 85,528 shares of Common Stock to settle RSUs. The RSUs were valued at $289,672 for services provided by management in 2023. The Company recognized the stock-based compensation of the award over the requisite service period during the year ended December 31, 2023. In connection with the issuance, 29,998 shares of Common Stock, with a total value of $104,940, were retired to settle tax withholdings associated with stock-based compensation.

 

On June 24, 2024, the Company issued 11,932 shares of Common Stock to settle RSUs. The RSUs were valued at $36,750 for services provided by the Board of Directors from 2023 to 2024. The Company recognized the stock-based compensation of the award over the requisite service period from 2023 to 2024.

 

Warrants 

 

The following is a summary of the periodic changes in warrants outstanding for the six months ended June 30, 2024 and 2023:

 

  

2024

  

2023

 

Outstanding, December 31

  5,021,354   4,490,104 

Warrants issued in connection with public offering and private placement

  -   - 

Exercises and conversions

  -   - 

Outstanding, June 30

  5,021,354   4,490,104 

 

Stock-based Compensation 

 

In 2013, the Company’s Board of Directors adopted a Share Incentive Plan (the “Incentive Plan”). Under the terms and conditions of the Incentive Plan, the Board of Directors is empowered to grant RSUs to officers, directors, and consultants of the Company. At June 30, 2024, 52,082 RSUs were granted and outstanding under the Incentive Plan. Directors of the Company receive share compensation consisting of annual grants of $36,750 ($73,500 for the Chairman of the Board) in RSUs per annum with one-year vesting.

 

In 2022, the Company’s Board of Directors adopted an Equity Incentive Plan (the “2022 Incentive Plan”). Under the terms and conditions of the 2022 Incentive Plan, the Board of Directors is empowered to grant RSUs to officers and directors of the Company. At June 30, 2024, 353,471 RSUs were granted and outstanding under the 2022 Incentive Plan.

 

The Company recognizes compensation costs for RSU grants to Directors and management based on the stock price on the date of the grant.

 

The Company recognized stock-based compensation expense related to RSU grants of $166,617 and $193,924 for the three-month periods ended June 30, 2024 and 2023, respectively. For the six months periods ended June 30, 2024, and 2023, respectively, the stock-based compensation related to share grants was $359,938 and $351,097. On June 30, 2024, the Company had $978,358 of unrecognized compensation cost related to non-vested stock grants.

 

A summary of the status of the RSUs as of June 30, 2024 and changes during the period are presented below:

 

  

June 30, 2024

 
  

Number of

units

  

Weighted

Average
Grant-Date

Fair value

  

Aggregated

Intrinsic
Value

 
             

Outstanding, December 31, 2023

  314,461  $3.46  $- 

Granted

  311,154   3.20   - 

Vested and settled with share issuance

  (121,960)  (3.28)  - 

Forfeited

  (98,102)  (3.54)  - 

Outstanding, June 30, 2024

  405,553  $3.30  $- 

 

v3.24.2.u1
Note 11 - Loss Per Share
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

NOTE 11 – LOSS PER SHARE

 

Basic and diluted net income (loss) per common share is determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. For the periods where there is a net loss, stock options, warrants and RSUs have been excluded from the calculation of diluted net loss per common share because their effect would be anti-dilutive. Consequently, the weighted average number of shares of Common Stock used to calculate both basic and diluted net loss per common share is the same for the reported periods.

 

As of June 30, 2024, the Company had 405,553 RSUs, 3,930,008 prefunded warrants, and 1,091,346 warrants, all exercisable for shares of Common Stock.

 

As of June 30, 2023, the Company had 341,545 RSUs, 3,930,008 prefunded warrants, and 560,096 warrants, all exercisable for shares of Common Stock.

 

v3.24.2.u1
Note 12 - Significant Customers and Concentrations
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Concentration Risk Disclosure [Text Block]

NOTE 12 – SIGNIFICANT CUSTOMERS AND CONCENTRATIONS

 

The following table presents customers accounting for 10% or more of the Company’s revenue:

 

  

For the Three Months

  

For the Six Months

 
  

Ended June 30,

  

Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Customer A

  16%  *%  *%  *%

Customer B

  10%  *%  *%  *%

Customer C

  *%  13%  *%  *%

Customer D

  *%  *%  11%  *%

* Zero or less than 10%

 

The following table presents customers accounting for 10% or more of the Company’s Accounts receivable:

 

  

June 30,

2024

  

December 31,

2023

 

Customer D

  20%  22%

Customer B

  13%  *%

Customer E

  *%  13%

* Zero or less than 10%

 

As of June 30, 2024, approximately 97% of the Company’s assets were located in Denmark, 1% were located in the U.S., and 2% were located in China. As of December 31, 2023, approximately 98% of the Company’s assets were located in Denmark, 0% were located in the U.S., and 2% were located in China.

 

v3.24.2.u1
Note 13 - Subsequent Events
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 13 – SUBSEQUENT EVENTS

 

None

 

v3.24.2.u1
Insider Trading Arrangements
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Insider Trading Arr Line Items    
Material Terms of Trading Arrangement [Text Block]  

ITEM 5.   OTHER INFORMATION

 

Insider Trading Plans

 

During the quarter ended  June 30, 2024, no director or Section 16 officer adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).

 

Rule 10b5-1 Arrangement Adopted [Flag] false  
Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Adopted [Flag] false  
Non-Rule 10b5-1 Arrangement Terminated [Flag] false  
v3.24.2.u1
Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

The accompanying unaudited condensed consolidated financial statements of LiqTech International, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2023 consolidated balance sheet data were derived from audited financial statements but does not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 22, 2024. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

 

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements

 

In November 2023, the FASB issued ASU 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied retrospectively. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

 

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.

v3.24.2.u1
Note 3 - Disaggregation of Revenues and Segment Reporting (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]
  

For the Three Months

  

For the Six Months

 
  

Ended June 30,

  

Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Americas

 $329,711  $441,186  $1,526,908  $774,717 

Asia-Pacific

  92,535   650,095   435,496   1,101,989 

Europe

  3,285,925   3,119,496   5,936,840   6,219,282 

Middle East & Africa

  776,891   779,242   821,162   905,550 

Total consolidated Revenue

 $4,485,062  $4,990,019  $8,720,406  $9,001,538 
Schedule of Segment Reporting Information, by Segment [Table Text Block]
  

For the Three Months

  

For the Six Months

 
  

Ended June 30,

  

Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Water

 $1,870,625  $2,070,298  $3,419,291  $3,505,217 

Ceramics

  1,665,138   1,789,465   3,471,474   3,198,837 

Plastics

  949,299   1,127,455   1,829,641   2,294,683 

Corporate

  -   2,801   -   2,801 

Total consolidated Revenue

 $4,485,062  $4,990,019  $8,720,406  $9,001,538 
  

For the Three Months

  

For the Six Months Ended

 
  

Ended June 30,

  

June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Income (Loss)

                

Water

 $(254,251) $2,439  $(688,739) $(461,036)

Ceramics

  (340,160)  (439,090)  (1,318,834)  (1,000,774)

Plastics

  (240,414)  (67,272)  (240,413)  (133,333)

Corporate

  (1,276,875)  (1,051,369)  (1,978,241)  (2,349,652)

Total consolidated Loss

  (2,111,700)  (1,555,292)  (4,499,995)  (3,944,795)
  

As of

 

Total Assets

 

June 30,

2024

  

December 31,

2023

 

Water

 $8,702,209  $9,432,991 

Ceramics

  13,060,929   14,550,872 

Plastics

  723,729   759,745 

Corporate

  6,092,435   11,228,239 

Total consolidated Assets

 $28,579,302  $35,971,847 
v3.24.2.u1
Note 4 - Accounts Receivable (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]
   

June 30,

2024

   

December 31,

2023

 

Trade accounts receivable

  $ 3,016,377     $ 3,305,959  

Allowance for doubtful accounts

    (211,752 )     (134,912 )

Total accounts receivable, net

  $ 2,804,625     $ 3,171,047  
Financing Receivable, Allowance for Credit Loss [Table Text Block]
   

June 30,

2024

   

December 31,

2023

 

Allowance for doubtful accounts at the beginning of the period

  $ 134,912     $ 59,559  

Bad debt expense

    81,940       82,066  

Receivables written off during the periods

    -       (10,298 )

Effect of currency translation

    (5,100 )     3,585  

Allowance for doubtful accounts at the end of the period

  $ 211,752     $ 134,912  
v3.24.2.u1
Note 5 - Inventories (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
   

June 30,

2024

   

December 31,

2023

 

Furnace parts and supplies

  $ 45,789     $ 55,177  

Raw materials

    3,329,036       3,301,526  

Work in process

    1,647,283       1,271,458  

Finished goods and filtration systems

    1,627,439       1,507,113  

Reserve for obsolescence

    (939,300 )     (867,458 )

Total inventories, net

  $ 5,620,247     $ 5,267,816  
v3.24.2.u1
Note 6 - Contract Assets and Contract Liabilities (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]
   

June 30,

2024

   

December 31,

2023

 

Cost incurred

  $ 3,028,377     $ 3,225,728  

Unbilled project deliveries

    730,026       582,557  

VAT

    136,491       329,980  

Other receivables

    78,803       92,619  

Prepayments

    (1,407,098 )     (1,688,427 )

Deferred Revenue

    (21,531 )     (33,360 )
    $ 2,545,068     $ 2,509,097  
                 

Distributed as follows:

               

Contract assets

  $ 2,878,573     $ 2,891,744  

Contract liabilities

    (333,505 )     (382,647 )
    $ 2,545,068     $ 2,509,097  
v3.24.2.u1
Note 7 - Leases (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Lessee, Operating and Finance Lease, Assets and Liabilities [Table Text Block]
  

June 30,

2024

  

December 31,

2023

 

Operating leases:

        

Operating lease right-of-use assets

 $3,657,512  $4,055,837 
         

Operating lease liabilities – current

 $476,298  $531,355 

Operating lease liabilities – long-term

  3,181,843   3,527,082 

Total operating lease liabilities

 $3,658,141  $4,058,437 
         

Finance leases:

        

Property and equipment, at cost

 $3,967,874  $5,443,287 

Accumulated depreciation

  (1,016,026)  (877,578)

Property and equipment, net

 $2,951,848  $4,565,709 
         

Finance lease liabilities – current

 $446,425  $590,550 

Finance lease liabilities – long-term

  1,809,424   2,879,932 

Total finance lease liabilities

 $2,255,849  $3,470,482 
         

Weighted average remaining lease term:

        

Operating leases

  7.8   8.3 

Finance leases

  3.6   4.3 
         

Weighted average discount rate:

        

Operating leases

  6.7%  6.7%

Finance leases

  5.5%  6.0%
Maturity of Operating and Finance Lease Liabilities [Table Text Block]
  

Operating

Leases

  

Finance

Leases

 

2024 (remaining 6 months)

 $361,787  $291,681 

2025

  680,530   579,039 

2026

  670,110   543,792 

2027

  670,110   1,051,729 

2028

  548,356   74,670 

Thereafter

  1,752,882   125,869 

Total payment under lease agreements

  4,683,775   2,666,780 

Less imputed interest

  (1,025,634)  (410,931)

Total lease liabilities

 $3,658,141  $2,255,849 
v3.24.2.u1
Note 8 - Long-term Debt (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Debt [Table Text Block]
  

June 30,

2024

  

December 31,

2023

 

Senior Promissory Notes

 $6,000,000   6,000,000 

Less: unamortized debt discount

  (1,015,358)  (1,311,989)

Senior Promissory Notes payable

 $4,984,642  $4,688,011 
         

Current portion of Senior Promissory Notes payable

  -   - 

Senior Promissory Notes payable, less current portion

  4,984,642   4,688,011 

Senior Promissory Notes payable

 $4,984,642  $4,688,011 
v3.24.2.u1
Note 9 - Agreements and Commitments (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Product Warranty Liability [Table Text Block]
  

June 30,

2024

  

December 31,

2023

 

Balance at January 1

 $629,100  $898,072 

Warranty costs charged to cost of goods sold

  85,835   115,401 

Utilization charges against reserve

  (13,946)  (408,234)

Foreign currency effect

  (20,727)  23,861 

Balance at the end of the period

 $680,262  $629,100 
v3.24.2.u1
Note 10 - Stockholders' Equity (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]
  

2024

  

2023

 

Outstanding, December 31

  5,021,354   4,490,104 

Warrants issued in connection with public offering and private placement

  -   - 

Exercises and conversions

  -   - 

Outstanding, June 30

  5,021,354   4,490,104 
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]
  

June 30, 2024

 
  

Number of

units

  

Weighted

Average
Grant-Date

Fair value

  

Aggregated

Intrinsic
Value

 
             

Outstanding, December 31, 2023

  314,461  $3.46  $- 

Granted

  311,154   3.20   - 

Vested and settled with share issuance

  (121,960)  (3.28)  - 

Forfeited

  (98,102)  (3.54)  - 

Outstanding, June 30, 2024

  405,553  $3.30  $- 
v3.24.2.u1
Note 12 - Significant Customers and Concentrations (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedules of Concentration of Risk, by Risk Factor [Table Text Block]
  

For the Three Months

  

For the Six Months

 
  

Ended June 30,

  

Ended June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Customer A

  16%  *%  *%  *%

Customer B

  10%  *%  *%  *%

Customer C

  *%  13%  *%  *%

Customer D

  *%  *%  11%  *%
  

June 30,

2024

  

December 31,

2023

 

Customer D

  20%  22%

Customer B

  13%  *%

Customer E

  *%  13%
v3.24.2.u1
Note 2 - Liquidity and Going Concern Assessmemt (Details Textual) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Cash and Cash Equivalents, at Carrying Value $ 5,489,776  
Working Capital Deficit 10,922,792  
Retained Earnings (Accumulated Deficit) (80,422,175) $ (75,922,180)
Assets 28,579,302 35,971,847
Liabilities $ 16,305,054 $ 18,695,831
v3.24.2.u1
Note 3 - Disaggregation of Revenues and Segment Reporting (Details Textual)
6 Months Ended
Jun. 30, 2024
Number of Reportable Segments 3
v3.24.2.u1
Note 3 - Disaggregation of Revenues and Segment Reporting - Net Sales by Geographical Region (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenue $ 4,485,062 $ 4,990,019 $ 8,720,406 $ 9,001,538
Reportable Geographical Components [Member]        
Revenue 4,485,062 4,990,019 8,720,406 9,001,538
Americas [Member] | Reportable Geographical Components [Member]        
Revenue 329,711 441,186 1,526,908 774,717
Asia Pacific [Member] | Reportable Geographical Components [Member]        
Revenue 92,535 650,095 435,496 1,101,989
Europe [Member] | Reportable Geographical Components [Member]        
Revenue 3,285,925 3,119,496 5,936,840 6,219,282
Middle East and Africa [Member] | Reportable Geographical Components [Member]        
Revenue $ 776,891 $ 779,242 $ 821,162 $ 905,550
v3.24.2.u1
Note 3 - Disaggregation of Revenues and Segment Reporting - Summary of Segment Activity (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Revenue $ 4,485,062   $ 4,990,019   $ 8,720,406 $ 9,001,538  
Net loss (2,111,700) $ (2,388,295) (1,555,292) $ (2,389,503) (4,499,995) (3,944,795)  
Segment assets 28,579,302       28,579,302   $ 35,971,847
Water Segment [Member]              
Net loss (254,251)   2,439   (688,739) (461,036)  
Segment assets 8,702,209       8,702,209   9,432,991
Water Segment [Member] | Operating Segments [Member]              
Revenue 1,870,625   2,070,298   3,419,291 3,505,217  
Ceramics Segment [Member]              
Net loss (340,160)   (439,090)   (1,318,834) (1,000,774)  
Segment assets 13,060,929       13,060,929   14,550,872
Ceramics Segment [Member] | Operating Segments [Member]              
Revenue 1,665,138   1,789,465   3,471,474 3,198,837  
Plastics Segment [Member] | Operating Segments [Member]              
Revenue 949,299   1,127,455   1,829,641 2,294,683  
Plastic Products [Member]              
Net loss (240,414)   (67,272)   (240,413) (133,333)  
Segment assets 723,729       723,729   759,745
Corporate Segment [Member] | Operating Segments [Member]              
Revenue 0   2,801   0 2,801  
Other Operating Segment [Member]              
Net loss (1,276,875)   $ (1,051,369)   (1,978,241) $ (2,349,652)  
Segment assets $ 6,092,435       $ 6,092,435   $ 11,228,239
v3.24.2.u1
Note 4 - Accounts Receivable - Summary of Accounts Receivables (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Trade accounts receivable $ 3,016,377 $ 3,305,959  
Allowance for doubtful accounts (211,752) (134,912) $ (59,559)
Total accounts receivable, net $ 2,804,625 $ 3,171,047  
v3.24.2.u1
Note 4 - Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Allowance for doubtful accounts at the beginning of the period $ 134,912 $ 59,559
Bad debt expense 81,940 82,066
Receivables written off during the periods 0 (10,298)
Effect of currency translation (5,100) 3,585
Allowance for doubtful accounts at the end of the period $ 211,752 $ 134,912
v3.24.2.u1
Note 5 - Inventories - Summary of Inventory (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Furnace parts and supplies $ 45,789 $ 55,177
Raw materials 3,329,036 3,301,526
Work in process 1,647,283 1,271,458
Finished goods and filtration systems 1,627,439 1,507,113
Reserve for obsolescence (939,300) (867,458)
Total inventories, net $ 5,620,247 $ 5,267,816
v3.24.2.u1
Note 6 - Contract Assets and Contract Liabilities - Contract Assets and Liabilities (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Cost incurred $ 3,028,377 $ 3,225,728
Unbilled project deliveries 730,026 582,557
VAT 136,491 329,980
Other receivables 78,803 92,619
Prepayments (1,407,098) (1,688,427)
Deferred Revenue (21,531) (33,360)
Contract with Customer, Asset (Liability), Net 2,545,068 2,509,097
Contract assets 2,878,573 2,891,744
Contract liabilities (333,505) (382,647)
Contract with Customer, Asset (Liability), Net $ 2,545,068 $ 2,509,097
v3.24.2.u1
Note 7 - Leases (Details Textual)
6 Months Ended
Jun. 30, 2024
USD ($)
Operating Lease, Payments $ 1,186,746
Finance Lease, Principal Payments 400,432
Finance Lease Expense 398,544
Other Expense [Member]  
Operating Lease, Payments $ 91,937
v3.24.2.u1
Note 7 - Leases - Balance Sheet Information (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Operating lease right-of-use assets $ 3,657,512 $ 4,055,837
Operating lease liabilities – current 476,298 531,355
Operating lease liabilities – long-term 3,181,843 3,527,082
Total operating lease liability 3,658,141 4,058,437
Property and equipment, at cost 3,967,874 5,443,287
Accumulated depreciation (1,016,026) (877,578)
Property and equipment, net 2,951,848 4,565,709
Finance lease liabilities – current 446,425 590,550
Finance lease liabilities – long-term 1,809,424 2,879,932
Total finance lease liability $ 2,255,849 $ 3,470,482
Operating leases (Year) 7 years 9 months 18 days 8 years 3 months 18 days
Finance leases (Year) 3 years 7 months 6 days 4 years 3 months 18 days
Operating leases 6.70% 6.70%
Finance leases 5.50% 6.00%
v3.24.2.u1
Note 7 - Leases - Maturities of Lease Liabilities (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
2024 (remaining 9 months), operating lease $ 361,787  
2024 (remaining 9 months), financing lease 291,681  
2025, operating lease 680,530  
2025, financing lease 579,039  
2026, operating lease 670,110  
2026, financing lease 543,792  
2027, operating lease 670,110  
2027, financing lease 1,051,729  
2028, operating lease 548,356  
2028, financing lease 74,670  
Thereafter, operating lease 1,752,882  
Thereafter, financing lease 125,869  
Total payment under operating lease agreements 4,683,775  
Total payment under lease agreements 2,666,780  
Less imputed interest on operating lease (1,025,634)  
Less imputed interest on finance lease (410,931)  
Total operating lease liability 3,658,141 $ 4,058,437
Total finance lease liability $ 2,255,849 $ 3,470,482
v3.24.2.u1
Note 8 - Long-term Debt (Details Textual) - Senior Promissory Notes [Member] - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Interest Expense, Debt $ 0 $ 0 $ 0 $ 0
Amortization of Debt Issuance Costs $ 150,591 $ 86,790 $ 296,631 $ 171,318
v3.24.2.u1
Note 8 - Long-term Debt - Notes Payable (Details) - Senior Promissory Notes [Member] - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Senior Promissory Notes $ 6,000,000 $ 6,000,000
Less: unamortized debt discount (1,015,358) (1,311,989)
Senior Promissory Notes payable 4,984,642 4,688,011
Current portion of Senior Promissory Notes payable 0 0
Senior Promissory Notes payable, less current portion $ 4,984,642 $ 4,688,011
v3.24.2.u1
Note 9 - Agreements and Commitments (Details Textual)
6 Months Ended
Jun. 30, 2024
Minimum [Member]  
Standard Product Warranty, Term (Year) 1 year
Maximum [Member]  
Standard Product Warranty, Term (Year) 3 years
Extended Product Warranty, Term (Year) 4 years
v3.24.2.u1
Note 9 - Agreements and Commitments - Changes in Warranty Obligations (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Balance $ 629,100 $ 898,072
Warranty costs charged to cost of goods sold 85,835 115,401
Utilization charges against reserve (13,946) (408,234)
Foreign currency effect (20,727) 23,861
Balance $ 680,262 $ 629,100
v3.24.2.u1
Note 10 - Stockholders' Equity (Details Textual) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 24, 2024
Jan. 03, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2013
Dec. 31, 2023
Common Stock, Shares Authorized (in shares)     50,000,000   50,000,000     50,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share)     $ 0.001   $ 0.001     $ 0.001
Common Stock, Shares, Issued (in shares)     5,819,272   5,819,272     5,727,310
Share-Based Payment Arrangement, Amount Withheld for Tax Withholding Obligation     $ 104,940          
Common Stock, Shares, Outstanding (in shares)     5,819,272   5,819,272     5,727,310
Restricted Stock Units (RSUs) [Member]                
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)         311,154      
Share-Based Payment Arrangement, Expense     $ 166,617 $ 193,924 $ 359,938 $ 351,097    
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount     $ 978,358   $ 978,358      
Restricted Stock Units (RSUs) [Member] | The 2022 Incentive Plan [Member]                
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)         353,471      
Director [Member]                
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures (in shares)   24,500            
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures   $ 73,500            
Director [Member] | Restricted Stock Units (RSUs) [Member]                
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)         52,082      
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Annual Grant             $ 36,750  
Management [Member]                
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures (in shares) 11,932 85,528            
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures $ 36,750 $ 289,672            
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares)   29,998            
Share-Based Payment Arrangement, Amount Withheld for Tax Withholding Obligation   $ 104,940            
Board of Directors Chairman [Member] | Restricted Stock Units (RSUs) [Member]                
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Annual Grant             $ 73,500  
v3.24.2.u1
Note 10 - Stockholders' Equity - Warrants (Details) - shares
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Outstanding, December 31 (in shares) 5,021,354 4,490,104
Warrants issued in connection with public offering and private placement (in shares) 0 0
Exercises and conversions (in shares) 0 0
Outstanding, June 30 (in shares) 5,021,354 4,490,104
v3.24.2.u1
Note 10 - Stockholders' Equity - Share Incentive Plan Activity (Details) - Restricted Stock Units (RSUs) [Member] - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Outstanding, units (in shares) 314,461  
Outstanding, weighted average grant-date fair value (in dollars per share) $ 3.46  
Outstanding, aggregated intrinsic value $ 0 $ 0
Granted, units (in shares) 311,154  
Granted, weighted average grant-date fair value (in dollars per share) $ 3.2  
Vested and settled with share issuance, units (in shares) (121,960)  
Vested and settled with share issuance, weighted average grant-date fair value (in dollars per share) $ (3.28)  
Forfeited, units (in shares) (98,102)  
Forfeited, weighted average grant-date fair value (in dollars per share) $ (3.54)  
Outstanding, units (in shares) 405,553  
Outstanding, weighted average grant-date fair value (in dollars per share) $ 3.3  
v3.24.2.u1
Note 11 - Loss Per Share (Details Textual) - shares
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Restricted Stock Units (RSUs) [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 405,553 341,545
Prefunded Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 3,930,008 3,930,008
Warrant [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 1,091,346 560,096
v3.24.2.u1
Note 12 - Significant Customers and Concentrations (Details Textual) - Geographic Concentration Risk [Member] - Assets, Total [Member]
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
DENMARK    
Concentration Risk, Percentage 97.00% 98.00%
UNITED STATES    
Concentration Risk, Percentage 1.00% 0.00%
CHINA    
Concentration Risk, Percentage 2.00% 2.00%
v3.24.2.u1
Note 12 - Significant Customers and Concentrations - Concentration of Risk (Details) - Customer Concentration Risk [Member]
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Dec. 31, 2023
Revenue Benchmark [Member] | Customer A [Member]        
Concentration Risk, Percentage 16.00%      
Revenue Benchmark [Member] | Customer D [Member]        
Concentration Risk, Percentage     11.00%  
Revenue Benchmark [Member] | Customer B [Member]        
Concentration Risk, Percentage 10.00%      
Revenue Benchmark [Member] | Customer C [Member]        
Concentration Risk, Percentage   13.00%    
Accounts Receivable [Member] | Customer D [Member]        
Concentration Risk, Percentage     20.00% 22.00%
Accounts Receivable [Member] | Customer B [Member]        
Concentration Risk, Percentage     13.00%  
Accounts Receivable [Member] | Customer E [Member]        
Concentration Risk, Percentage       13.00%

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