SCHEDULE OF METHOD OF DEPRECIATION
| Computer
hardware |
30%
Declining balance |
| Furniture
and fixtures |
20%
Declining balance |
| Manufacturing
equipment |
20%
Declining balance |
| Office
equipment |
20%
Declining balance |
| Boat |
20%
Declining balance |
| Building
and improvements |
10%
Declining balance |
| Trailer |
30%
Declining balance |
| Automobiles |
Straight-line
over 5 years |
| Patents |
Straight-line
over 17 years |
| Technology |
Straight-line
over 10 years |
| Right
of Use Assets |
Straight-line
over lease term |
| Leasehold
improvements |
Straight-line
over lease term |
| Customer
Relationships – ENP Investments |
Straight-line
over 15 years |
| Software
– ENP Investments |
Straight-line
over 3 years |
(f)
Impairment of Long-Lived Assets.
In
accordance with FASB Codification Topic 360, “Property, Plant and Equipment (ASC 360), the Company reviews long-lived assets, including,
but not limited to, property, equipment and leaseholds, patents and other assets, for impairment annually or whenever events or changes
in circumstances indicate the carrying amounts of assets may not be recoverable. The carrying value of long-lived assets is assessed
for impairment by evaluating operating performance and future undiscounted cash flows of the underlying assets. If the expected future
cash flows of an asset is less than its carrying value, an impairment measurement is indicated. Impairment charges are recorded to the
extent that an asset’s carrying value exceeds its fair value. Accordingly, actual results could vary significantly from such estimates.
There were no impairment charges during the periods presented.
(g)
Foreign Currency.
The
functional currency of the Company is the U.S. dollar. The functional currency of three of the Company’s subsidiaries is the Canadian
dollar. The translation of the Canadian dollar to the reporting currency of the Company, the U.S. dollar, is performed for assets and
liabilities using exchange rates in effect at the balance sheet date. Revenue and expense transactions are translated using average exchange
rates prevailing during the year. Translation adjustments arising on conversion of the Company’s financial statements from the
subsidiary’s functional currency, Canadian dollars, into the reporting currency, U.S. dollars, are excluded from the determination
of income (loss) and are disclosed as other comprehensive income in the consolidated statements of operations and comprehensive income.
Foreign
exchange gains and losses relating to transactions not denominated in the applicable local currency are included in operating income
(loss) if realized during the year and in comprehensive income (loss) if they remain unrealized at the end of the year.
(h)
Revenue Recognition.
The
Company generates revenue primarily from energy and water conservation products and biodegradable polymers, as further discussed in Note
16.
The
Company follows a five-step model for revenue recognition. The five steps are: (1) identification of the contract(s) with the customer,
(2) identification of the performance obligation(s) in the contract(s), (3) determination of the transaction price, (4) allocation of
the transaction price to the performance obligation, and (5) recognition of revenue when (or as) the performance obligation is satisfied.
The Company has fulfilled its performance obligations when control transfers to the customer, which is generally at the time the product
is shipped since risk of loss is transferred to the purchaser upon delivery to the carrier. For shipments which are F.O.B. shipping point,
the Company has elected to account for shipping and handling activities as a fulfillment cost rather than as an additional promised service
and performance obligation.
Since
the Company’s inception, product returns have been insignificant; therefore, no provision has been established for estimated product
returns.
Deferred
revenues consist of products sold to distributors with payment terms greater than the Company’s customary business terms due to
lack of credit history or operating in a new market in which the Company has no prior experience. The Company defers the recognition
of revenue until the criteria for revenue recognition has been met and payments become due or cash is received from these distributors.
(i)
Stock Issued in Exchange for Services.
The
Company’s common stock issued in exchange for services is valued at estimated fair market value based upon trading prices of the
Company’s common stock on the dates of the stock transactions. The corresponding expense of the services rendered is recognized
over the period that the services are performed.
(j)
Stock-based Compensation.
The
Company recognizes compensation expense for all share-based payments in accordance with FASB Codification Topic 718, Compensation
— Stock Compensation, (ASC 718). Under the fair value recognition provisions of ASC 718, the Company recognizes share-based
compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award.
The
fair value at grant date of stock options is estimated using the Black-Scholes option-pricing model. Compensation expense is recognized
on a straight-line basis over the stock option vesting period based on the estimated number of stock options that are expected to vest.
Shares are issued from treasury upon exercise of stock options.
(k)
Other Comprehensive Income.
Other
comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included
in comprehensive income, but are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’
equity. The Company’s other comprehensive income is comprised only of unrealized foreign exchange gains and losses.
(l)
Income Per Share.
Basic
earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding
in the period. Diluted earnings per share are calculated giving effect to the potential dilution of the exercise of options and warrants.
Common equivalent shares, composed of incremental common shares issuable upon the exercise of stock options and warrants are included
in diluted net income per share to the extent that these shares are dilutive. Common equivalent shares that have an anti-dilutive effect
on net income per share have been excluded from the calculation of diluted weighted average shares outstanding for the three and nine
months ended September 30, 2022 and 2021.
(m)
Use of Estimates.
The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates and would impact the results of operations and cash flows.
Estimates
and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the
estimates are revised and in any future periods affected.
Significant
areas requiring the use of management estimates include assumptions and estimates relating to the valuation of goodwill and intangible
assets, valuation of assets acquired at fair value, asset impairment analysis, share-based payments, valuation allowances for deferred
income tax assets, determination of useful lives of property, equipment and leaseholds and intangible assets, recoverability of accounts
receivable, recoverability of investments, discount rates for right of use assets and the valuation of inventory.
(n)
Fair Value of Financial Instruments
Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
The standard describes a fair value hierarchy based on three levels of inputs described below, of which the first two are considered
observable and the last unobservable, that may be used to measure fair value.
| |
● |
Level
1 – Quoted prices in active markets for identical assets or liabilities |
| |
● |
Level
2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets
or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable
market data for substantially the full term of the assets or liabilities. |
| |
● |
Level
3 — Unobservable inputs that are supported by little or no market activity which is significant to the fair value of the assets
or liabilities. |
The
fair values of cash and cash equivalents, term deposits, accounts receivable, accounts payable, accrued liabilities and the short term
line of credit for all periods presented approximate their respective carrying amounts due to the short term nature of these financial
instruments.
The
fair value of the long term debt for all periods presented approximate their respective carrying amounts due to these financial instruments
being at market rates.
(o)
Contingencies
Certain
conditions may exist as of the date the consolidated financial statements are issued which may result in a loss to the Company but which
will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess
such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related
to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s
legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount
of relief sought or expected to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment
indicates that a potential material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would
be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Legal fees associated with loss contingencies are expensed as incurred.
(p)
Income Taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future
tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
the enactment date. Deferred tax assets are reduced by a valuation allowance so that the assets are recognized only to the extent that
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.
In
accordance with FASB Codification Topic 740, “Income taxes” (ASC 740) under the liability method, it is the Company’s
policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether
a tax benefit is more likely than not to be sustained upon examination by tax authorities. At September 30, 2022, the Company believes
it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability
for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax
rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions
are recorded as interest expense in the consolidated statements of operations and comprehensive income.
(q)
Risk Management
The
Company’s credit risk is primarily attributable to its accounts receivable. The amounts presented in the accompanying consolidated
balance sheets are net of allowances for doubtful accounts, estimated by the Company’s management based on prior experience and
the current economic environment. The Company is exposed to credit-related losses in the event of non-payment by customers. Credit exposure
is minimized by dealing with only credit worthy counterparties. Revenue for the Company’s three primary customers totaled $19,050,848
(57%) for the nine months ended September 30, 2022 (2021 - $11,236,707 or 44%). Accounts receivable for the Company’s three primary
customers for the nine months ended September 30, 2022 totaled $6,412,716 (66%) at September 30, 2022 (December 31, 2021 - $4,940,995
or 69%).
The
credit risk on cash and cash equivalents is limited because the Company limits its exposure to credit loss by placing its cash and cash
equivalents with major financial institutions. The Company maintains cash balances at financial institutions which at times exceed federally
insured amounts. The Company has not experienced any losses in such accounts.
The
Company is exposed to foreign exchange and interest rate risk to the extent that market value rate fluctuations materially differ from
financial assets and liabilities, subject to fixed long-term rates.
In
order to manage its exposure to foreign exchange risks, the Company is closely monitoring the fluctuations in the foreign currency exchange
rates and the impact on the value of cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities. The
Company has not hedged its exposure to currency fluctuations.
The
Company is exposed to interest rate risk to the extent that the fair value or future cash flows for financial liabilities will fluctuate
as a result of changes in market interest rates. The Company is exposed to interest rate risk on its long-term debt.
In
order to manage its exposure to interest rate risk, the Company is closely monitoring fluctuations in market interest risks and will
refinance its long-term debt where possible to obtain more favourable rates.
(r)
Equity Method Investment
The
Company accounts for investments using the equity method of accounting if the investment provides the Company the ability to exercise
significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company’s
ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on
the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under
the equity method of accounting, the investment is initially recorded at cost in the consolidated balance sheets under other assets and
adjusted for dividends received and the Company’s share of the investee’s earnings or losses together with other-than-temporary
impairments which are recorded through other income (loss), net in the condensed interim consolidated statements of operations and comprehensive
income.
(s)
Goodwill and intangible assets
Goodwill
represents the excess of the purchase price of an acquired entity over the amounts assigned to the assets acquired and liabilities assumed.
Goodwill is not amortized, but is reviewed for impairment annually or more frequently if certain impairment conditions arise. The Company
performs an annual goodwill impairment review in the fourth quarter of each year at the reporting unit level. The evaluation begins with
a qualitative assessment of the factors that could impact the significant inputs used to estimate fair value. If after performing the
qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is greater than its
carrying amount, including goodwill, then no further analysis is necessary. However, if the results of the qualitative test are unclear,
the Company performs a quantitative test, which involves comparing the fair value of a reporting unit with its carrying amount, including
goodwill. The Company uses an income-based valuation method, determining the present value of future cash flows, to estimate the fair
value of a reporting unit. If the fair value of a reporting unit exceeds its positive carrying amount, goodwill of the reporting unit
is considered not impaired, and no further analysis is necessary. If the fair value of the reporting unit is less than its carrying amount,
goodwill impairment would be recognized equal to the amount of the carrying value in excess of the reporting unit’s fair value,
limited to the total amount of goodwill allocated to the reporting unit.
Intangible
assets primarily include trademarks and trade secrets with indefinite lives and customer-relationships with finite lives. Intangible
assets with indefinite lives are not amortized but are tested for impairment on an annual basis, or more frequently if indicators of
impairment are present. Indefinite lived intangible assets are assessed using either a qualitative or a quantitative approach. The qualitative
assessment evaluates factors including macro-economic conditions, industry and company-specific factors, legal and regulatory environments,
and historical company performance in assessing fair value. If it is determined that it is more likely than not that the fair value of
the intangible asset is less than its carrying value, a quantitative test is then performed. Otherwise, no further testing is required.
When using a quantitative approach, the Company compares the fair value of the intangible asset to its carrying amount, including goodwill.
If the estimated fair value of the intangible asset is less than the carrying amount of the intangible asset, impairment is indicated,
requiring recognition of an impairment charge for the differential.
Qualitative
assessments of goodwill and indefinite-lived intangible assets were performed in 2021 and 2020. Based on the results of the assessment,
it was determined that it is more likely than not the reporting unit, customer lists and trademarks had a fair value in excess of their
carrying value. Accordingly, no further impairment testing was completed and no impairment charges related to goodwill or indefinite-lived
intangibles were recognized during the three or nine months ended September 30, 2022.
Finite-lived
intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company reviews for impairment indicators
of finite-lived intangibles and other long-lived assets as described in the “Impairment of Long Lived Assets” significant
accounting policy.
(t)
Recent Accounting Pronouncements
The
Company has implemented all applicable new accounting pronouncements that are in effect. Those pronouncements did not have any material
impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other
new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.
LEASES
LEASES
Accounting
and reporting guidance for leases requires that leases be evaluated and classified as either operating or finance leases by the lessee
and as either operating, sales-type or direct financing leases by the lessor. For leases with terms greater than 12 months, the Company
records the related right-of-use (“ROU”) asset and lease obligation at the present value of lease payments over the term.
Leases may include fixed rental escalation clauses, renewal options and / or termination options that are factored into the determination
of lease payments when appropriate. The Company’s operating leases are included in ROU assets, lease liabilities-current portion
and lease liability-less current portion in the accompanying consolidated balance sheets. ROU assets represent the Company’s right
to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the
lease. The Company’s leases do not usually provide a readily determinable implicit rate; therefore, an estimate of the Company’s
incremental borrowing rate is used to discount the lease payments based on information available at the lease commencement date. The
discount rate used was 5.5%.
The
table below summarizes the right-of-use asset and lease liability for the nine months ended September 30, 2022 and the year ended December 31, 2021:
SUMMARY OF RIGHT-OF-USE ASSET AND LEASE LIABILITY
| | |
September 30, 2022 | | |
December 31, 2021 | |
| Right of Use Assets | |
| | | |
| | |
| Balance, January 1 | |
$ | 217,267 | | |
$ | 483,113 | |
| Right of use assets, beginning balance | |
| 217,267 | | |
| 483,113 | |
| Depreciation | |
| (37,748 | ) | |
| (265,846 | ) |
| Balance, end of period | |
$ | 179,519 | | |
$ | 217,267 | |
| Right of use assets, ending balance | |
$ | 179,519 | | |
$ | 217,267 | |
| Lease Liability | |
| | | |
| | |
| Balance, January 1 | |
$ | 217,267 | | |
$ | 483,113 | |
| Lease liability, beginning balance | |
$ | 217,267 | | |
$ | 483,113 | |
| Lease interest expense | |
| 6,687 | | |
| 22,057 | |
| Payments | |
| (44,435 | ) | |
| (287,903 | ) |
| Balance, end of period | |
$ | 179,519 | | |
$ | 217,267 | |
| Lease liability, ending balance | |
| 179,519 | | |
| 217,267 | |
| | |
| | | |
| | |
| Short-term portion | |
$ | 57,735 | | |
$ | 77,715 | |
| Long-term portion | |
| 121,784 | | |
| 139,552 | |
| Total | |
$ | 179,519 | | |
$ | 217,267 | |
| Lease liability, ending balance | |
| 179,519 | | |
| 217,267 | |
Undiscounted
rent payments for the next four years are as follows:
SCHEDULE OF UNDISCOUNTED RENT PAYMENTS
| | |
| | |
| 2022 | |
| 14,175 | |
| 2023 | |
| 58,080 | |
| 2024 | |
| 59,520 | |
| 2025 | |
| 61,020 | |
| Total | |
$ | 192,795 | |
| Impact of discounting | |
| (13,276 | ) |
| Lease liability, September 30, 2022 | |
$ | 179,519 | |
4.
Accounts Receivable.
ACCOUNTS
RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE
| | |
September 30, 2022 | | |
December 31, 2021 | |
| | |
| | |
| |
| Accounts receivable | |
$ | 10,044,593 | | |
$ | 7,403,308 | |
| Allowances for doubtful accounts | |
| (270,984 | ) | |
| (273,979 | ) |
| Total accounts receivable | |
$ | 9,773,609 | | |
$ | 7,129,329 | |
5.
Inventory.
INVENTORY
SCHEDULE OF INVENTORY
| | |
September 30, 2022 | | |
December 31, 2021 | |
| | |
| | |
| |
| Completed goods | |
$ | 4,313,658 | | |
$ | 3,417,829 | |
| Raw materials and supplies | |
| 10,391,068 | | |
| 6,084,176 | |
| Total inventory | |
$ | 14,704,726 | | |
$ | 9,502,005 | |
6.
Property, Plant & equipment.
PROPERTY,
PLANT & EQUIPMENT
SCHEDULE OF PROPERTY, EQUIPMENT AND LEASEHOLDS
| | |
September 30, | | |
Accumulated | | |
September 30, | |
| | |
2022 Cost | | |
Depreciation | | |
2022 Net | |
| Buildings and improvements | |
$ | 8,635,052 | | |
$ | 3,174,443 | | |
$ | 5,460,609 | |
| Automobiles | |
| 196,255 | | |
| 98,106 | | |
| 98,149 | |
| Computer hardware | |
| 43,402 | | |
| 42,557 | | |
| 845 | |
| Furniture and fixtures | |
| 129,825 | | |
| 109,106 | | |
| 20,719 | |
| Manufacturing equipment | |
| 7,440,747 | | |
| 4,614,546 | | |
| 2,826,201 | |
| Boat | |
| 34,400 | | |
| 27,502 | | |
| 6,898 | |
| Office equipment | |
| 1,732 | | |
| 1,168 | | |
| 564 | |
| Trailer | |
| 8,753 | | |
| 7,368 | | |
| 1,385 | |
| Leasehold Improvements | |
| 88,872 | | |
| 88,872 | | |
| — | |
| Land | |
| 384,027 | | |
| — | | |
| 384,027 | |
| Technology | |
| 99,671 | | |
| 99,671 | | |
| — | |
| | |
$ | 17,062,736 | | |
$ | 8,263,339 | | |
$ | 8,799,397 | |
| | |
December 31, | | |
Accumulated | | |
December 31, | |
| | |
2021 Cost | | |
Depreciation | | |
2021 Net | |
| Buildings and improvements | |
$ | 4,823,708 | | |
$ | 2,983,589 | | |
$ | 1,840,119 | |
| Automobiles | |
| 196,255 | | |
| 71,258 | | |
| 124,997 | |
| Computer hardware | |
| 43,605 | | |
| 42,456 | | |
| 1,149 | |
| Furniture and fixtures | |
| 130,658 | | |
| 106,101 | | |
| 24,557 | |
| Manufacturing equipment | |
| 6,867,799 | | |
| 4,171,699 | | |
| 2,696,100 | |
| Boat | |
| 34,400 | | |
| 26,284 | | |
| 8,116 | |
| Office equipment | |
| 1,872 | | |
| 1,155 | | |
| 717 | |
| Trailer | |
| 9,463 | | |
| 7,532 | | |
| 1,931 | |
| Leasehold Improvements | |
| 88,872 | | |
| 88,872 | | |
| — | |
| Land | |
| 234,027 | | |
| — | | |
| 234,027 | |
| Technology | |
| 107,759 | | |
| 107,759 | | |
| — | |
| | |
$ | 12,538,418 | | |
$ | 7,606,705 | | |
$ | 4,931,713 | |
Amount
of depreciation expense for nine months ended September 30, 2022: $679,548 (2021: $566,254) and is included in cost of sales in the condensed
interim consolidated statements of operations and comprehensive income.
7.
Patents.
PATENTS
In
fiscal 2005, the Company started the patent process for additional WATER$AVR® products. Patents associated with these costs were
granted in 2006 and they have been amortized over their legal life of 17 years.
SCHEDULE OF PATENTS
| | |
September
30, 2022 Cost | | |
Accumulated
Amortization | | |
September
30, 2022 Net | |
| Patents | |
$ | 193,418 | | |
$ | 192,048 | | |
$ | 1,370 | |
| | |
December 31, 2021 Cost | | |
Accumulated
Amortization | | |
December 31, 2021 Net | |
| Patents | |
$ | 208,079 | | |
$ | 194,380 | | |
$ | 13,699 | |
Decrease
in 2022 cost was due to currency conversion. 2022 cost in Canadian dollars - $265,102 (2021 - $265,102 in Canadian dollars).
Amount
of amortization for the nine months ended September 30, 2022 was $12,329 (2021 - $12,329) and is included in cost of sales in the condensed
interim consolidated statements of operations and comprehensive income.
Estimated
amortization expense over the year is as follows:
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE
8.
Goodwill and Intangible Assets
GOODWILL
AND INTANGIBLE ASSETS
SCHEDULE OF GOODWILL AND INDEFINITE LIVED INTANGIBLE ASSETS
| Goodwill | |
| | |
| Balance as of December 31, 2020 | |
$ | 2,534,275 | |
| Additions | |
| - | |
| Impairment | |
| - | |
| Balance as of December 31, 2021 and September 30, 2022 | |
$ | 2,534,275 | |
| | |
| | |
| Indefinite Lived Intangible Assets | |
| | |
| Balance as of December 31, 2020 | |
$ | 770,000 | |
| Additions | |
| - | |
| Impairment | |
| - | |
| Balance as of December 31, 2021 and September 30, 2022 | |
$ | 770,000 | |
Goodwill
relates to the acquisition of ENP Investments. Indefinite lived intangible assets consist of trade secrets and trademarks related to
the acquisition of ENP Investments.
| Definite Life Intangible Assets | |
| |
| Balance as of December 31, 2020 | |
$ | 2,006,000 | |
| Amortization | |
| (176,000 | ) |
| Balance as of December 31, 2021 | |
| 1,830,000 | |
| Amortization | |
| (120,000 | ) |
| Balance as of September 30, 2022 | |
$ | 1,710,000 | |
Definite
life intangible assets consist of customer relationships and software related to the acquisition of ENP Investments. Customer relationships
and software are amortized over their estimated useful life of 15 years and 3 years, respectively.
Estimated
amortization expense over the next five years is as follows:
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE
| 2022 | |
$ | 160,000 | |
| 2023 | |
| 160,000 | |
| 2024 | |
| 160,000 | |
| 2025 | |
| 160,000 | |
| 2026 | |
| 160,000 | |
9.
Long Term Deposits
LONG
TERM DEPOSITS
Long
term deposits consist of damage deposits held by landlords and security deposits held by various vendors.
SCHEDULE OF LONG TERM DEPOSITS
| | |
September
30, 2022 | | |
December
31, 2021 | |
| | |
| | | |
| | |
| Long term deposits | |
$ | 8,540 | | |
$ | 8,540 | |
10.
Investments
INVESTMENTS
(a)
The Company previously held a 50% ownership
interest in ENP Peru, split between NanoChem (41.67%) and ENP Investments (8.33%), which was acquired in fiscal 2016. ENP Peru is located
in Illinois and leases warehouse space. In June 2022, NanoChem acquired an additional 50% ownership interest at a cost of $506,659 paid
through a new $259,000 mortgage and cash on hand. The 35% non-controlling interest of the 8.33% owned by ENP Investments is included
in non-controlling interest in these unaudited condensed interim consolidated financial statements. The Company’s investment in ENP
Peru was previously equity accounted, however, is now consolidated into the condensed interim consolidated financial statements from
the date control was obtained.
It
was determined that ENP Peru did not meet the definition of a business in accordance with FASB Codification Topic 805, Business Combinations
(ASC 805), and the acquisition was accounted for as an asset acquisition. The following table summarizes the final purchase price
allocation of the consideration paid to the respective fair values of the assets acquired and liabilities assumed in ENP Realty as of
the acquisition date.
SCHEDULE
OF FAIR VALUES OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED
| | |
| | |
| Purchase
consideration | |
$ | 506,659 | |
| | |
| | |
| Assets acquired: | |
| | |
| Cash | |
| 7,330 | |
| Building | |
| 3,750,000 | |
| Land | |
| 150,000 | |
| Liabilities assumed: | |
| | |
| Deferred tax liability | |
| (174,582 | ) |
| Long term debt | |
| (2,849,500 | ) |
| Total identifiable net
assets: | |
| 883,248 | |
| Excess of assets acquired over consideration | |
| 376,589 | |
| Less investment eliminated upon consolidation | |
| (41,538 | ) |
| Gain on acquisition
of ENP Peru | |
$ | 335,051 | |
A
summary of the Company’s investment follows:
SCHEDULE OF EQUITY METHOD INVESTMENT
| Balance, December 31, 2020 | |
$ | 3,822 | |
| Return of equity | |
| (3,822 | ) |
| Gain in equity method
investment | |
| 22,642 | |
| Balance, December 31, 2021 | |
| 22,642 | |
| Return of equity | |
| (8,750 | ) |
| Gain in equity method investment | |
| 27,646 | |
| Investment eliminated
upon consolidation | |
| (41,538 | ) |
| Balance, June 30 and September 30,
2022 | |
$ | - | |
Summarized
profit and loss information related to the equity accounted investment is as follows:
SUMMARY OF PROFIT AND LOSS INFORMATION RELATED TO EQUITY ACCOUNTED INVESTMENT
| | |
Six
months ended
June 30, 2022 | | |
Full
year ended
December 31, 2021 | |
| | |
| | |
| |
| Net sales | |
$ | 162,000 | | |
$ | 322,079 | |
| Gross profit | |
| | | |
| | |
| Net income | |
| 55,292 | | |
$ | 45,285 | |
(b)
In December 2018 the Company invested
$200,000 in Applied Holding Corp. (“Applied”). Applied is a captive insurance company and the Company received a non-convertible
promissory note for its investment which becomes due in 2021 but may be extended with notice for a maximum of two years. In accordance
with FASB Codification Topic 323, Investments – Equity Method and Joint Ventures (ASC 323), the Company has elected to account
for this investment at cost. During the year ended December 31, 2021, the Company entered an agreement with Applied to extend the maturity
date of this promissory note to December 6, 2023.
(c)
In December 2018 the Company invested $500,000 in Trio Opportunity Corp. (“Trio”), a privately held entity. Trio
is a real estate investment vehicle and the Company received 50,000 non-voting Class B shares at $10.00/share. In accordance with FASB
Codification Topic 321, Investments – Equity Securities (ASC 321), the Company has elected to account for this investment
at cost.
(d)
In January 2019, the Company invested in a
Florida based LLC that is engaged in international sales of fertilizer additives. The Company accounts for this investment using the
equity method of accounting. According to the operating agreement, the Company has a 50% interest in the profit and loss of the Florida
based LLC but does not have control. A summary of the Company’s investment follows:
SCHEDULE OF EQUITY METHOD INVESTMENT
| Balance, December 31, 2020 | |
$ | 3,572,345 | |
| Gain in equity method investment | |
| 454,023 | |
| Return of equity | |
| (325,000 | ) |
| Balance, December 31, 2021 | |
| 3,701,368 | |
| Gain in equity method investment | |
| 179,969 | |
| Return of equity | |
| (100,000 | ) |
| Balance, September 30, 2022 | |
$ | 3,781,337 | |
Summarized
profit and loss information related to the equity accounted investment is as follows:
SUMMARY OF PROFIT AND LOSS INFORMATION RELATED TO EQUITY ACCOUNTED INVESTMENT
| | |
Nine
months ended
September 30, 2022 | | |
Nine
months ended
September 30, 2021 | |
| | |
| | |
| |
| Net sales | |
$ | 11,101,350 | | |
$ | 7,103,337 | |
| Gross profit | |
| 2,519,331 | | |
| 2,630,168 | |
| Net income | |
| 359,938 | | |
$ | 936,005 | |
During
the nine months ended September 30, 2022, the Company had sales of $7,931,549 (2021 - $4,428,663) to the Florida Based LLC, of which
$2,422,104 is included within Accounts Receivable as at September 30, 2022 (December 31, 2021 - $2,202,345).
f)
In December 2020, the Company invested $500,000 in Lygos Inc. (“Lygos”), a privately held entity, under a Simple Agreement
for Future Equity agreement. Both companies intend to work together in pursuit of sustainable aspartic
acid through synthetic biology. In 2021, a second investment of $500,000 was in order to continue development of the aspartic acid microbe
strain. The Company has elected to account for this investment at cost. A summary
of the Company’s investment follows:
SCHEDULE OF EQUITY METHOD INVESTMENT
| Balance, December 31, 2020 | |
$ | 500,000 | |
| Additional payment | |
| 500,000 | |
| Balance, December 31, 2021 and September
30, 2022 | |
$ | 1,000,000 | |
11.
Short-Term Line of Credit.
SHORT-TERM
LINE OF CREDIT
(a)
In March 2022, ENP Investments signed a new
agreement with Midland to renew the credit line. In June 2022, ENP Investments closed the account. The revolving line of credit was for
an aggregate amount up to $4,000,000. The interest rate of this loan was subject to change from time to time based on changes in an independent
index which is the 1 month LIBOR as published in the Wall Street Journal (the “Index”). Interest on the unpaid principal
balance of this loan was calculated using a rate of 1.000 percentage points over the Index. Under no circumstances was the interest rate
of this loan less than 4.25% per annum or more than the maximum rate allowed by applicable law. The interest rate at December 31, 2021
was 4.25%.
The
revolving line of credit contained customary affirmative and negative covenants, including the following: compliance with laws, provisions
of financial statements and periodic reports, payment of taxes, maintenance of inventory and insurance, maintenance of operating accounts
at Midland, Midland’s access to collateral, formation or acquisition of subsidiaries, incurrence of indebtedness, dispositions
of assets, granting liens, changes in business, ownership or business locations, engaging in mergers and acquisitions, making investments
or distributions and affiliate transactions. NanoChem was a guarantor of 65% of all the principal and other loan costs not to exceed
$2,600,000.
To
secure the repayment of any amounts borrowed under the revolving line of credit, ENP Investments granted Midland a security interest
in all inventory, equipment and fixtures and acknowledges a separate commercial security agreement from guarantor to Midland dated February
15, 2011 which has now been terminated.
Short-term
borrowings outstanding under the revolving line as of September 30, 2022 were $nil (December 31, 2021 - $811,665).
(b)
In October 2021, the Company signed a new agreement with Midland to replace the expiring credit line at Harris. In June 2022,
the Company closed the account. The revolving line of credit was for an aggregate amount of up to the lesser of (i) $3,500,000, or (ii)
80% of eligible domestic accounts receivable and certain foreign accounts receivable plus 50% of inventory. Interest on the unpaid principal
balance of this loan was calculated using a rate of 0.500 percentage points over the Index. Under no circumstances was the interest rate
of this loan less than 4.50% per annum or more than the maximum rate allowed by applicable law. The interest rate at December 31, 2021
was 4.50%.
The
revolving line of credit contained customary affirmative and negative covenants, including the following: compliance with laws, provision
of financial statements and periodic reports, payment of taxes, maintenance of inventory and insurance, maintenance of operating accounts
at Midland, Midland’s access to collateral, formation or acquisition of subsidiaries, incurrence of indebtedness, dispositions
of assets, granting liens, changes in business, ownership or business locations, engaging in mergers and acquisitions, making investments
or distributions and affiliate transactions. The covenants also required that the Company maintain a minimum ratio of qualifying financial
assets to the sum of qualifying financial obligations.
To
secure the repayment of any amounts borrowed under the revolving line of credit, the Company had granted Midland a security interest
in substantially all of the assets of NanoChem, exclusive of intellectual property assets which has been revoked.
Short-term
borrowings outstanding under the revolving line as of September 30, 2022 were $nil (December 31, 2021 - $1,489,154).
(c)
In June 2022, ENP Investments signed a new agreement with Stock Yards Bank and Trust (“Stock Yards”) to replace the credit
line at Midland. The revolving line of credit is for an aggregate amount of up to the lesser of (i) $4,000,000, or (ii) 50-80% of eligible
domestic accounts receivable plus 50% of inventory, capped at $2,000,000. Interest on the unpaid principal balance of this loan will
be calculated using the greater of prime or 4.0%. The interest rate at September 30, 2022 is 6.25%.
The
revolving line of credit contains customary affirmative and negative covenants, including the following: compliance with laws, provisions
of financial statements and periodic reports, payment of taxes, maintenance of inventory and insurance, maintenance of operating accounts
at Stock Yards, Stock Yard’s access to collateral, formation or acquisition of subsidiaries, incurrence of indebtedness, dispositions
of assets, granting liens, changes in business, ownership or business locations, engaging in mergers and acquisitions, making investments
or distributions and affiliate transactions. NanoChem is a guarantor of 65% of all the principal and other loan costs not to exceed $2,600,000.
As of September 30, 2022, ENP Investments was in compliance with all loan covenants.
To
secure the repayment of any amounts borrowed under the revolving line of credit, the Company granted Stock Yards a security interest
in substantially all of the assets of ENP Investments, exclusive of intellectual property assets.
Short-term
borrowings outstanding under the revolving line as of September 30, 2022 were $875,086.
(d)
In June 2022, the Company signed a new agreement with Stock Yards to replace the credit line at Midland. The revolving line
of credit is for an aggregate amount of up to the lesser of (i) $4,000,000, or (ii) 80% of eligible domestic accounts receivable and
certain foreign accounts receivable plus 50% of inventory, capped at $2,000,000. Interest on the unpaid principal balance of this loan
will be calculated using the greater of prime or 4.0%. The interest rate at September 30, 2022 is 6.25%.
The
revolving line of credit contains customary affirmative and negative covenants, including the following: compliance with laws, provision
of financial statements and periodic reports, payment of taxes, maintenance of inventory and insurance, maintenance of operating accounts
at Stock Yards, Stock Yards access to collateral, formation or acquisition of subsidiaries, incurrence of indebtedness, dispositions
of assets, granting liens, changes in business, ownership or business locations, engaging in mergers and acquisitions, making investments
or distributions and affiliate transactions. The covenants also require that the Company maintain a minimum ratio of qualifying financial
assets to the sum of qualifying financial obligations. As of September 30, 2022, the Company was in compliance with all loan covenants.
To
secure the repayment of any amounts borrowed under the revolving line of credit, the Company granted Stock Yards a security interest
in substantially all of the assets of NanoChem, exclusive of intellectual property assets.
Short-term
borrowings outstanding under the revolving line as of September 30, 2022 were $1,149,654.
12.
Long Term Debt.
LONG
TERM DEBT
(a)
In January 2018, ENP Investments signed a
$200,000 promissory note with Midland with a rate of 5.250% to be repaid over 7 years with equal monthly installments plus interest.
This money was used to purchase production equipment and interest for the nine months ended September 30, 2021 was $2,788. In May 2021,
ENP Investments paid the loan in full with cash on hand.
(b)
In April 2020, NanoChem received a two year
loan of $322,000 through the Paycheck Protection Program with a rate of 1%. In March, 2021, the loan was forgiven by the SBA and has
been recorded as Other Income in the condensed interim consolidated statements of operations and comprehensive income for the nine month
period ended September 30, 2021.
(c)
In April 2020, ENP Investments received a two year loan of $215,960 through the Paycheck Protection Program with a rate of 1%. In
March, 2021, the loan was forgiven by the SBA and has been recorded as Other Income in the condensed interim consolidated statements
of operations and comprehensive income for the nine month period ended September 30, 2021.
(d)
In October 2020, NanoChem signed a $1,980,947 term loan with Midland with a rate of 3.85% to be repaid over 5 years with equal monthly
payments including interest. The money was used to retire the debt at Harris related to the loan to purchase a 65% interest in ENP Investments.
In June 2022, the loan was paid in full with funds from Stock Yards. Interest expense for the nine ended September 30, 2022 was $30,334
(2021 - $36,798). The balance owing at September 30, 2022 was $nil (December 31, 2021 - $1,554,044).
(e)
In October 2020, NanoChem signed a loan for $894,253 with Midland with an interest rate 3.85% to be repaid over two years with equal
monthly payments including interest. The funds were used to replace the loan at Harris for the purchase of new manufacturing equipment.
In June 2022, the loan was paid in full with funds from Stock Yards. Interest expense for the nine months ended September 30, 2022 was
$5,816 (2021 - $14,670). The balance owing at September 30, 2022 was $nil (December 31, 2021 - $381,674).
(f)
In January 2020, ENP Mendota refinanced its mortgage and signed a loan for $450,000 with Stock Yards to be repaid over 10 years with
monthly installments plus interest. Interest for the first five years is at 4.35% and it will be adjusted for the last five years to
the Cincinnati Federal Home Bank Loan 5 year fixed index plus 2.5%. Interest expense for the nine months ended September 30, 2022 was
$13,959 (2021 - $14,339). The balance owing at September 30, 2022 is $418,122 (December 31, 2021 - $430,880).
(g)
In June 2022, NanoChem signed a loan for $1,935,000 with Stock Yards with a variable interest rate of 2.25% over index to be repaid
over three years with equal monthly payments including interest. The funds were used to replace the loans at Midland for the purchase
of the 65% interest in ENP Investments and the new manufacturing equipment. Interest expense for the nine months ended September 30,
2022 was $23,632 (2021 - $nil). The balance owing at September 30, 2022 is $1,784,911 (December 31, 2021 - $nil).
(h)
In January 2020 ENP Peru signed a $3,000,000 loan with an interest rate 4.35% to be repaid over ten years with equal monthly payments
including interest. Upon the purchase of the remainder of ENP Peru in June 2022, the Company assumed the first mortgage at Stock Yards
with a balance of $2,849,500. Interest expense for the nine months ended September 30, 2022 was $23,632 (2021 - $nil). The balance owing
at September 30, 2022 was $2,831,527 (December 31, 2021 - $nil).
(i)
In June 2022, ENP Peru Investments obtained a second mortgage for $259,000 with Stock Yards to be repaid over 10 years with monthly
installments plus interest with an interest rate of 5.4%. Interest expense for the nine months ended September 30, 2022 was $3,568 (2021
- $nil). The balance owing at September 30, 2022 was $257,610 (December 31, 2021 - $nil).
As
of September 30, 2022, Company was in compliance with all loan covenants.
SCHEDULE OF LOAN COVENANTS
| Continuity | |
September
30, 2022 | | |
December
31, 2021 | |
| Balance, January 1 | |
$ | 2,366,598 | | |
$ | 3,847,638 | |
| Balance, beginning of period | |
$ | 2,366,598 | | |
$ | 3,847,638 | |
| Plus: Proceeds from loans | |
| 2,194,000 | | |
| - | |
| Plus: Loan acquired with acquisition of ENP
Peru | |
| 2,849,500 | | |
| - | |
| Less: Forgiveness on PPP loans | |
| - | | |
| (537,960 | ) |
| Less: Payments on loan | |
| (2,117,928 | ) | |
| (943,080 | ) |
| Balance, end of period | |
$ | 5,292,170 | | |
$ | 2,366,598 | |
SCHEDULE OF OUTSTANDING BALANCE LOAN
| Outstanding
balance at December 31, | |
September
30, 2022 | | |
December
31, 2021 | |
| a) Long term debt – Midland States Bank | |
$ | - | | |
$ | - | |
| b) Long term debt – PPP | |
| - | | |
| - | |
| c) Long term debt – PPP | |
| - | | |
| - | |
| d) Long term debt – Midland
States Bank | |
| - | | |
| 1,554,044 | |
| e) Long term debt – Midland States Bank | |
| - | | |
| 381,674 | |
| f) Long term debt – Stock Yards Bank
& Trust | |
| 418,122 | | |
| 430,880 | |
| g) Long term debt – Stock Yards Bank
& Trust | |
| 1,784,911 | | |
| - | |
| h) Long term debt – Stock Yards Bank
& Trust | |
| 2,831,527 | | |
| - | |
| i) Long term debt –
Stock Yards Bank & Trust | |
| 257,610 | | |
| - | |
Total | |
| 5,292,170 | | |
| 2,366,598 | |
| Less: current portion | |
| (701,069 | ) | |
| (793,574 | ) |
| Long
term debt | |
$ | 4,591,101 | | |
$ | 1,573,024 | |
13.
Stock Options.
STOCK OPTIONS
The
Company has a stock option plan (“Plan”). The purpose of this Plan is to provide additional incentives to key employees,
officers, directors and consultants of the Company and its subsidiaries in order to help attract and retain the best available personnel
for positions of responsibility and otherwise promote the success of the Company’s business. It is intended that options issued
under this Plan constitute non-qualified stock options. The general terms of awards under the option plan are that 100% of the options
granted will vest the year following the grant. The maximum term of options granted is 5 years and the exercise price for all options
issued is not less than fair market value at the date of the grant.
The
following table summarizes the Company’s stock option activities for the year ended December 31, 2021 and the nine month period
ended September 30, 2022:
SCHEDULE OF STOCK OPTION ACTIVITIES
| | |
Number
of shares | | |
Exercise
price
per share | | |
Weighted
average
exercise price | |
| | |
| | |
| | |
| |
| Balance,
December 31, 2020 | |
| 749,000 | | |
$ | 0.75
– 4.13 | | |
$ | 2.42 | |
| Granted | |
| 170,000 | | |
$ | 3.61 | | |
$ | 3.61 | |
| Cancelled
or expired | |
| (34,799 | ) | |
$ | 1.42
– 3.46 | | |
$ | 2.30 | |
| Exercised | |
| (94,701 | ) | |
$ | 0.75
– 3.46 | | |
$ | 1.58 | |
| Balance,
December 31, 2021 | |
| 789,500 | | |
$ | 1.42
– 4.13 | | |
$ | 2.78 | |
| Granted | |
| 5,000 | | |
$ | 3.61 | | |
$ | 3.61 | |
| Cancelled
or expired | |
| (3,000 | ) | |
$ | 3.61 | | |
$ | 3.61 | |
| Exercised | |
| (29,500 | ) | |
$ | 2.44
– 3.46 | | |
$ | 2.51 | |
| Balance,
September 30, 2022 | |
| 762,000 | | |
$ | 1.42
– 4.13 | | |
$ | 2.82 | |
| Exercisable,
September 30, 2022 | |
| 535,000 | | |
$ | 1.42
– 4.13 | | |
$ | 2.68 | |
The
weighted average remaining contractual life of options outstanding is 2.5 years.
The
fair value of each option grant is calculated using the following weighted average assumptions:
SCHEDULE OF STOCK OPTION FAIR VALUE ASSUMPTIONS
| | |
2022 | | |
2021 | |
| Expected life – years | |
| 3.0 | | |
| 3.0 | |
| Interest rate | |
| 1.76 | % | |
| 1.23 | % |
| Volatility | |
| 69.66 | % | |
| 63.28 | % |
| Weighted average fair value of options granted | |
$ | 1.46 | | |
$ | 1.54 | |
During
the nine months ended September 30, 2022 and 2021, the Company did not grant any new options to consultants. Options granted in previous
quarters resulted in expenses in the amount of $47,380 for consultants (2021 - $39,196). During the nine months ended September 30, 2022,
employees were granted 5,000 (2021 – nil) stock options, which resulted in expenses of $5,475 (2021 – $nil). Options granted
in previous quarters resulted in additional expenses in the amount of $111,804 for employees during the nine months ended September 30,
2022 (2021 - $79,571). There were 29,500 employee and nil consultant stock options exercised during nine months ended September 30, 2022
(2021 – 33,500 employee; 33,201 consultant).
As
of September 30, 2022, there was approximately $57,049 of compensation expense related to non-vested awards. This expense is expected
to be recognized over a weighted average period of 4 months.
The
aggregate intrinsic value of vested options outstanding at September 30, 2022 is $nil (2021 – $388,460).
14.
Capital Stock.
CAPITAL
STOCK
During
the nine months ended September 30, 2022, 29,500 shares were issued upon the exercise of employee stock options (2021 – 33,500)
and nil shares were issued upon the exercise of consultant stock options (2021 – 33,201).
On
March 19, 2020, the Company suspended its annual dividend until further notice due to the uncertainty surrounding the COVID-19 virus.
15.
Non-Controlling Interests
NON-CONTROLLING
INTERESTS
ENP
Investments is a limited liability corporation (“LLC”) that manufactures and distributes
golf, turf and ornamental agriculture products in Mendota, Illinois. The Company owns a 65% interest in ENP Investments through
its wholly-owned subsidiary NanoChem. An unrelated party owns the remaining 35% interest in ENP Investments. ENP Mendota is a wholly
owned subsidiary of ENP Investments. ENP Mendota leases warehouse space. For financial reporting purposes, the assets, liabilities and
earnings of both of the LLC’s are consolidated into these financial statements. The unrelated third party’s ownership interest
in the LLC is recorded in non-controlling interests in these consolidated financial statements. The non-controlling interest represents
the non-controlling unitholder’s interest in the earnings and equity of ENP Investments. ENP Investments is allocated to the TPA
segment.
ENP
Investments makes cash distributions to its equity owners based on formulas defined within its Ownership Interest Purchase Agreement
dated October 1, 2018. Distributions are defined in the Ownership Interest Purchase Agreement as cash on hand to the extent it exceeds
current and anticipated long-term and short-term needs, including, without limitation, needs for operating expenses, debt service, acquisitions,
reserves, and mandatory distributions, if any.
From
the effective date of acquisition onward, the minimum distributions requirements under the Ownership Interest Purchase Agreement were
satisfied. The total distribution from the effective date of acquisition onward was $2,316,874.
SCHEDULE OF DISTRIBUTIONS
| Balance, December 31, 2020 | |
$ | 2,561,751 | |
| Distribution | |
| (804,003 | ) |
| Non-controlling interest share of income | |
| 845,095 | |
| Balance, December 31, 2021 | |
| 2,602,843 | |
| Distribution | |
| (499,789 | ) |
| Non-controlling interest share of income | |
| 523,272 | |
| Balance, September 30, 2022 | |
$ | 2,626,326 | |
During
the nine months ended September 30, 2022, the Company had sales of $4,913,342 (2021 - $4,014,063) to the party that holds 35% interest
in ENP Investments, of which $1,904,110 is included within Accounts Receivable as of September 30, 2022 (December 31, 2021 – $2,215,119).
16.
Segmented, Significant Customer Information and Economic Dependency.
SEGMENTED,
SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY
The
Company operates in two segments:
(a)
Energy and water conservation products (as shown under the column heading “EWCP” below), which consists of a (i) liquid swimming
pool blankets which saves energy and water by inhibiting evaporation from the pool surface, and (ii) food-safe powdered form of the active
ingredient within the liquid blankets and which are designed to be used in still or slow moving drinking water sources.
(b)
Biodegradable polymers, also known as TPA’s, used by the petroleum, chemical, utility and mining industries to prevent corrosion
and scaling in water piping. This product can also be used in detergents to increase biodegradability and in agriculture to increase
crop yields by enhancing fertilizer uptake.
The
accounting policies of the segments are the same as those described in Note 2, Significant Accounting Policies. The Company evaluates
performance based on profit or loss from operations before income taxes, not including nonrecurring gains and losses and foreign exchange
gains and losses.
The
Company’s reportable segments are strategic business units that offer different, but synergistic products and services. They are
managed separately because each business requires different technology and marketing strategies.
SCHEDULE OF REPORTABLE SEGMENTS
| | |
| EWCP | | |
| TPA | | |
| Total | |
| Three months ended September
30, 2022: | |
| | |
| |
| | |
| | |
| | |
| |
| | |
| EWCP | | |
| TPA | | |
| Total | |
| Revenue | |
$ | 179,007 | | |
$ | 11,506,100 | | |
$ | 11,685,107 | |
| Interest expense | |
| - | | |
| 80,609 | | |
| 80,609 | |
| Depreciation and amortization | |
| 9,091 | | |
| 330,508 | | |
| 339,599 | |
| Income tax expense | |
| 24,035 | | |
| 325,146 | | |
| 349,181 | |
| Segment profit (loss) | |
| 69,376 | | |
| 1,038,755 | | |
| 1,108,131 | |
| Segment assets | |
| 2,345,580 | | |
| 46,462,283 | | |
| 48,807,863 | |
| Expenditures for segment assets | |
| - | | |
| (233,862 | ) | |
| (233,862 | ) |
| | |
| EWCP | | |
| TPA | | |
| Total | |
| Three months ended September
30, 2021: | |
| | |
| |
| | |
| | |
| | |
| |
| | |
| EWCP | | |
| TPA | | |
| Total | |
| Revenue | |
$ | 97,307 | | |
$ | 9,117,160 | | |
$ | 9,214,467 | |
| Interest expense | |
| - | | |
| 41,749 | | |
| 41,749 | |
| Depreciation and amortization | |
| 10,052 | | |
| 220,681 | | |
| 230,733 | |
| Income tax expense | |
| - | | |
| 864,510 | | |
| 864,510 | |
| Segment profit (loss) | |
| (273,239 | ) | |
| 1,435,863 | | |
| 1,162,624 | |
| Segment assets | |
| 1,880,310 | | |
| 37,670,960 | | |
| 39,551,270 | |
| Expenditures for segment assets | |
| - | | |
| (158,231 | ) | |
| (158,231 | ) |
| | |
| EWCP | | |
| TPA | | |
| Total | |
| Nine months ended September
30, 2022: | |
| | |
| |
| | |
| | |
| | |
| |
| | |
| EWCP | | |
| TPA | | |
| Total | |
| Revenue | |
$ | 415,830 | | |
$ | 33,217,700 | | |
$ | 33,633,530 | |
| Interest expense | |
| - | | |
| 190,366 | | |
| 190,366 | |
| Depreciation and amortization | |
| 27,537 | | |
| 784,340 | | |
| 811,877 | |
| Income tax expense | |
| 35,341 | | |
| 1,569,088 | | |
| 1,604,429 | |
| Segment profit (loss) | |
| (139,362 | ) | |
| 4,443,007 | | |
| 4,303,645 | |
| Segment assets | |
| 2,345,580 | | |
| 46,462,283 | | |
| 48,807,863 | |
| Expenditures for segment assets | |
| - | | |
| (647,232 | ) | |
| (647,232 | ) |
| | |
| EWCP | | |
| TPA | | |
| Total | |
| Nine months ended September
30, 2021: | |
| | |
| |
| | |
| | |
| | |
| |
| | |
| EWCP | | |
| TPA | | |
| Total | |
| Revenue | |
$ | 336,152 | | |
$ | 25,038,463 | | |
$ | 25,374,615 | |
| Interest expense | |
| - | | |
| 155,078 | | |
| 155,078 | |
| Depreciation and amortization | |
| 30,238 | | |
| 680,345 | | |
| 710,583 | |
| Income tax expense | |
| - | | |
| 1,828,693 | | |
| 1,828,693 | |
| Segment profit (loss) | |
| (443,375 | ) | |
| 4,233,331 | | |
| 3,789,956 | |
| Segment assets | |
| 1,880,310 | | |
| 37,670,960 | | |
| 39,551,270 | |
| Expenditures for segment assets | |
| - | | |
| (610,957 | ) | |
| (610,957 | ) |
The
sales generated in the United States and Canada are as follows:
SCHEDULE OF REVENUE GENERATED IN UNITED STATES AND CANADA
| | |
Nine
months ended
September 30, 2022 | | |
Nine
months ended
September 30, 2021 | |
| Canada | |
$ | 449,106 | | |
$ | 350,004 | |
| United States and abroad | |
| 33,184,424 | | |
| 25,024,611 | |
| Total | |
$ | 33,633,530 | | |
$ | 25,374,615 | |
The
Company’s long-lived assets (property, equipment, intangibles, goodwill, leaseholds, patents and right of use assets) are located
in Canada and the United States as follows:
SCHEDULE OF LONG-LIVED ASSETS ARE LOCATED IN CANADA AND UNITED STATES
| | |
September
30, 2022 | | |
December
31, 2021 | |
| Canada | |
$ | 151,831 | | |
$ | 191,752 | |
| United States | |
| 13,842,730 | | |
| 10,105,202 | |
| Total | |
$ | 13,944,561 | | |
$ | 10,296,954 | |
Three
primary customers accounted for $19,050,848 (57%) of sales during nine months ended September 30, 2022 (2021 - $11,236,707 or 44%).
17.
Comparative Figures.
COMPARATIVE
FIGURES
Certain
of the comparative figures have been reclassified to conform with the current period’s presentation.
18.
Subsequent Events
SUBSEQUENT
EVENTS
None.