Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Basis of Accounting, Policy [Policy Text Block]

Business and Basis of Presentation

The consolidated financial statements include the accounts of LiqTech International, Inc., the “Company” and its subsidiaries. The terms "Company", “us", "we" and "our" as used in this report refer to the Company and its subsidiaries, which are set forth below. The Company engages in the development, design, production, marketing and sale of automated filtering systems, ceramic silicon carbide liquid applications and diesel particulate air filters in the United States, Canada, Europe, Asia and South America. Set forth below is a description of the Company and each of its subsidiaries:

LiqTech International, Inc., a Nevada corporation organized in

July 2004,

formerly known as Blue Moose Media, Inc.

LiqTech USA, a Delaware corporation and a

100%

owned subsidiary of the Company formed in

May 2011.

LiqTech International A/S, a Danish corporation, incorporated on

January 15, 2000 (

“LiqTech Int. DK”), a

100%

owned subsidiary of LiqTech USA, engaged in the development, design, application, marketing and sales of membranes, ceramic diesel particulate and liquid filters, and catalytic converters in Europe, Asia and South America.

LiqTech NA, Inc. (“LiqTech NA”), incorporated in Delaware on

July 1, 2005,

100%

owned subsidiary of LiqTech USA. LiqTech NA, Inc. engaged in the production, marketing and sale of ceramic diesel particulate and liquid filters in the United States and Canada.

LiqTech Systems A/S, a Danish Corporation (“LiqTech Systems”), incorporated on

September 1, 2009,

engaged in the manufacture of fully automated filtering systems for use within marine applications, municipal pool and spa applications, and other industrial applications within Denmark and international markets.

BS Plastic A/S, a Danish Corporation (“BS Plastic”), acquired on

September 1, 2019,

engaged in the manufacture of specialized machined and welded plastic parts within Denmark and international markets.

LiqTech Ceramics A/S, a Danish corporation (“LiqTech Ceramics”), incorporated on

December 20, 2019

that is a dormant company without activity.

LiqTech Germany (“LiqTech Germany”), a

100%

owned subsidiary of LiqTech Int. DK, incorporated in Germany on

December 9, 2011.

The Company is in the process of closing operations, which is expected to be completed during

2020.

LiqTech PTE Ltd (“LiqTech Sing”), a

95%

owned subsidiary of LiqTech Int. DK, incorporated in Singapore on

January 19, 2012.

The Company is in the process of closing operations, which is expected to be completed during

2020.

Consolidation, Policy [Policy Text Block]

Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and its majority-owned subsidiary. All material intercompany transactions and accounts have been eliminated in the consolidation.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Functional Currency / Foreign currency translation --

The functional currency of LiqTech International, Inc., LiqTech USA, Inc. and LiqTech NA is the U.S. Dollar. The Functional Currency of LiqTech Int. DK, LiqTech Systems, LiqTech Ceramics and BS Plastic is the Danish Krone (“DKK”); the functional currency of LiqTech Germany is the Euro; and the functional currency of LiqTech Singapore is the Singapore Dollar. The Company’s reporting currency is the U.S. Dollar for the purpose of these consolidated financial statements. The balance sheet accounts of the foreign subsidiaries are translated into U.S. Dollars at the period-end exchange rates, and all revenue and expenses are translated into U.S. Dollars at the average exchange rates prevailing during the

three

months ended

March 31, 2020

and

2019.

Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arose from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid debt instruments purchased with a maturity of

three

months or less to be cash equivalents. As of

March 31, 2020

and

December 31, 2019,

the Company held

$2,711,273

and

$2,714,173,

respectively, of restricted cash. The restricted cash is held as security by a local financial institution for ensuring a leasing facility and for payment guarantees issued for the benefit of customers in connection with prepayments of sales orders and for warranties after the delivery of sales orders. The restricted cash is held in a local financial institution. The Company had

balances held in a financial institution in the United States in excess of federally insured amounts at

March 31, 2020

and

December 31, 2019.

Loans and Leases Receivable, Allowance for Loan Losses Policy [Policy Text Block]

Accounts Receivable

Accounts receivables consist of trade receivables arising in the normal course of business. The Company establishes an allowance for doubtful accounts that reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, age, financial information that is publicly accessible and other currently available evidence.

The roll-forward of the allowance for doubtful accounts for the period ended

March 31, 2020

and

December 31, 2019

is as follows:

	March 31, 20 20			December 31, 201 9
Allowance for doubtful accounts at the beginning of the period	$	612,434		$	971,772
Bad debt expense		327			25,044
Receivables written off during the periods		(327	)		(362,244	)
Effect of currency translation		(12,571	)		(22,138	)
Allowance for doubtful accounts at the end of the period	$	599,863		$	612,434

Inventory, Policy [Policy Text Block]

Inventory

–

Inventory directly purchased is carried at the lower of cost or net realizable value, as determined on the

first

-in,

first

-out method.

For inventory produced, standard costs that approximate actual cost on the FIFO method are used to value inventory. Standard costs are reviewed at least annually by management, or more often in the event that circumstances indicate a change in cost has occurred.

Work in process and finished goods include material, labor and production overhead costs. The company adjusts the value of its inventory to the extent that management determines that the cost cannot be recovered due to obsolescence or other factors.

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

Receivable [Policy Text Block]

Unbilled receivables –

Unbilled receivables usually comprises the last invoice remaining after the delivery of the systems, where revenue is recognized at the transfer of control based upon signed acceptance of the system by the customer. Most commonly this invoice is sent to the customer at commissioning of the product or

later than

months after the delivery. Also included in unbilled receivables are short-term receivables such as Contract Assets, VAT etc.

Lessee, Leases [Policy Text Block]

Leases --

February 2016,

the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

No.

2016

02,

Leases (“Topic

842”

), which requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Subsequent ASUs were issued to provide additional guidance.

January 1, 2019,

the Company adopted Topic

842

using the optional transition method of adoption, under which the new standards were applied prospectively rather than restating the prior periods presented. The Company elected the package of practical expedients permitted, which, among other things, allowed the Company to carry forward the historical lease classification. The Company made the accounting policy elections to

not

recognize lease assets and liabilities with an initial term of

months or less and to

not

separate lease and non-lease components. The Company’s accounting for finance leases (formerly called capital lease obligations) remains substantially unchanged. Operating lease right-of-use (“ROU”) assets and liabilities were recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do

not

provide an implicit rate, an incremental borrowing rate based on the information available at the commencement date was used in determining the present value. The Company will use the implicit rate when readily determinable. The operating lease ROU asset also included prepaid lease payments and was reduced by accrued lease payments. The Company’s lease terms

may

include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. Operating lease costs for lease payments will be recognized on a straight-line basis over the lease term. The Company’s adoption of Topic

842

did

not

materially impact its results of operation.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed for financial statement purposes on a straight-line basis over the estimated useful lives of the assets, which range from

three

ten

years.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Goodwill and Intangible Assets --

The purchase price of an acquired company is allocated between intangible assets and the net tangible assets of the acquired business, with the residual purchase price recorded as goodwill. The determination of the value of the intangible assets acquired involves certain judgments and estimates. These judgments can include, but are

not

limited to, the cash flows that an asset is expected to generate in the future and the appropriate weighted average cost of capital.

Acquired intangible assets with determinable useful lives are amortized on a straight-line or accelerated basis over the estimated periods benefited, ranging from

one

years. Customer relationships and other non-contractual intangible assets with determinable lives are amortized over periods of

five

years.

The Company evaluates the recoverability of long-lived assets by comparing the carrying amount of an asset to estimated future net undiscounted cash flows generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The evaluation of recoverability involves estimates of future operating cash flows based upon certain forecasted assumptions, including, but

not

limited to, revenue growth rates, gross profit margins, and operating expenses over the expected remaining useful life of the related asset. A shortfall in these estimated operating cash flows could result in an impairment charge in the future.

Goodwill is

not

amortized, but is evaluated annually for impairment at the reporting unit level or when indicators of a potential impairment are present. The Company estimates the fair value of the reporting unit using the discounted cash flow and market approaches. Forecast of future cash flows are based on the Company’s best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment fundamentals, and general economic conditions.

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition

January 1, 2018,

the Company adopted Accounting Standards Codification Topic

606,

“Revenue from Contracts with Customers,” which includes clarifying ASUs issued in

2015,

2016

and

2017

(“new revenue standard”). The new revenue standard was applied to all open revenue contracts using the modified retrospective method as of

January 1, 2018.

The new revenue standard did

not

have a material impact on revenue recognition.

The Company sells products throughout the world; sales by geographical region are as follows for the

three

months ended

March 31, 2020

and

2019:

	For the Three months e nded March 31
	20 20		201 9
United States and Canada	$	126,482	$	113,059
Australia		42,255		62,113
South America		10,896		319,528
Asia		2,033,288		1,239,113
Europe		8,068,923		5,687,385
	$	10,281,844	$	7,421,198

The Company’s sales by product line are as follows for the

three

months ended

March 31, 2020

and

2019:

	For the Three months e nded March 31
	20 20		201 9
Ceramic diesel particulate	$	1,560,062	$	2,243,268
Liquid filters and systems		7,980,287		5,040,333
Plastics		581,411		-
Development projects		160,084		137,597
	$	10,281,844	$	7,421,198

For membrane and DPF product sales, revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied, which occurs when control of the membrane or DPF transfers to the customer or when services are rendered by the Company. The majority of the Company's sales contracts contain performance obligations satisfied at a point in time when title and risks and rewards of ownership have transferred to the customer. This generally occurs when the product is shipped or accepted by the customer. Revenue for service contracts are recognized as the services are provided. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods or providing services. The satisfaction of performance obligations under the terms of a revenue contract generally gives rise to the right for payment from the customer. The Company's standard payment terms vary by the type and location of the customer and the products or services offered. Generally, the time between when revenue is recognized and when payment is due is

not

significant. Pre-payments received prior to satisfaction of performance obligations are recorded as a Contract liability. Given the insignificant days between revenue recognition and receipt of payment, financing components do

not

exist between the Company and its customers.

For contracts with customers that include multiple performance obligations, judgment is required to determine whether performance obligations specified in these contracts are distinct and should be accounted for as separate revenue transactions for recognition purposes. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are generally determined based on the prices charged to customers or using expected cost-plus margin.

System sales are recognized when the Company transfers control based upon signed acceptance of the system by the customer upon shipment of the system based on the terms of the contract. For the majority of systems, the Company transfers control and recognizes revenue when products are shipped to the customer according to the terms of the contract or purchase order. In connection with the system, it is normal procedure to issue a FAT (Factory Acceptance Test) stating that the customer has accepted the performance of the system as it is being shipped from the production facility in Hobro. As part of the performance obligation, the customer is normally offered commissioning services (final assembly and configuration at a place designated by the customer) and this commissioning is therefore considered a

second

performance obligation and is valued at cost, with the addition of a standard gross margin. This

second

performance obligation is recognized as revenue at the time of provision of the commissioning services together with the cost incurred. Part of the invoicing to the customer is also attributed to the commissioning, and at transfer of the control of the system (i.e. the

first

performance obligation), some of the invoicing will still be awaiting commissioning and is therefore recognized as Unbilled Receivables, while the revenue related to the commissioning is recognized as Contract liability.

Aftermarket sales represent parts, extended warranties and maintenance services. For the sale of aftermarket parts, the Company transfers control and recognizes revenue when parts are shipped to the customer. When customers are given the right to return eligible parts and accessories, the Company estimates the expected returns based on an analysis of historical experience. The Company adjusts estimated revenues at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed. The Company recognizes revenue for extended warranty and maintenance agreements based on the standalone selling price over the life of the contract.

The Company has received long-term contracts for grants from government entities for the development and use of silicon carbide membranes in various water filtration and treatment applications and historically in the installation of various water filtrations systems. We measure transfer of control of the performance obligation on long-term contracts utilizing the cost-to-cost measure of progress, with cost of revenue including direct costs, such as labor and materials. Under the cost-to-cost approach, the use of estimated costs to complete each performance obligation is a significant variable in the process of determining recognized revenue and a significant factor in the accounting for such performance obligations. The timing of when we bill our customers is generally dependent upon advance billings terms, milestone billings based on completion of certain phases of the work or when services are provided, or products are shipped. Projects with performance obligations recognized over time that have costs and estimated earnings recognized to date in excess of cumulative billings are reported on our balance sheets as Contract assets. Projects with performance obligations recognized over time that have cumulative billings in excess of costs and estimated earnings recognized to date are reported on our balance sheets as Contract liabilities.

Contract assets are the Company’s rights to consideration in exchange for goods or services and is recognized when a performance obligation has been satisfied but has

not

yet been billed. Contract assets are transferred to receivables when the right to consideration is unconditional and billed per the terms of the contractual agreement. Contract Liabilities are payments received from customers prior to satisfaction of performance obligations and these balances are typically related to prepayments for

third

party expenses that are incurred shortly after billing. Contract liabilities also include deferred revenue related to the

second

performance obligation stated under Revenue Recognition, where the obligation is attributed to the commissioning of the water treatment system.

The roll-forward of Contract Assets / Liabilities for the

three

months ended

March 31, 2020

and

December 31, 2019

is as follows:

	March 31, 2020			December 31, 2019
Cost incurred	$	3,795,520		$	3,960,199
Unbilled project deliveries		2,386,541			1,971,106
VAT		626,621			862,368
Other receivables		97,082			58,397
Prepayments		(1,964,914	)		(1,732,231	)
Deferred Revenue		(1,155,405	)		(876,286	)
	$	3,785,445		$	4,243,553

Distributed as follows:
Contract Assets	$	5,137,111		$	5,664,929
Contract Liabilities		(1,351,666	)		(1,421,376	)
	$	3,785,445		$	4,243,553

Advertising Cost [Policy Text Block]

Advertising Cost

Costs incurred in connection with advertising of the Company’s products are expensed as incurred. Advertising costs are included in sales expenses and total advertising costs amounted to

$25,237

and

$22,592

for the

three

months ended

March 31, 2020

and

2019,

respectively.

Research and Development Expense, Policy [Policy Text Block]

Research and Development Cost

The Company expenses research and development costs for the development of new products as incurred. Included in operating expense for the

three

months ended

March 31, 2020

and

2019

were

$310,954

and

$203,172,

respectively, of research and development costs.

Income Tax, Policy [Policy Text Block]

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic

740

Accounting for Income Taxes. This statement requires an asset and liability approach for accounting for income taxes.

Earnings Per Share, Policy [Policy Text Block]

Income/(Loss) Per Share

The Company calculates earnings (loss) per share in accordance with FASB ASC

260,

Earnings Per Share. Basic earnings per common share (EPS) is based on the weighted average number of common shares outstanding during each period. Diluted earnings per common share is based on shares outstanding (computed as under basic EPS) and potentially dilutive common shares. Potential common shares included in the diluted earnings per share calculation include in-the-money stock options, RSU´s, and warrants that have been granted but have

not

been exercised.

Share-based Payment Arrangement [Policy Text Block]

Stock Options and Awards

During the years presented in the accompanying consolidated financial statements, the Company has granted stock options and awards. The Company accounts for options in accordance with the provisions of FASB ASC Topic

718,

Compensation – Stock Compensation. Stock-based compensation costs of

$141,222

and

$128,444

have been recognized for the vesting of options and stock awards granted to Directors, management and certain key employees for the

three

months ended

March 31, 2020

and

2019,

respectively.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value of Financial Instruments

The Company accounts for fair value measurements for financial assets and liabilities in accordance with FASB ASC Topic

820.

The authoritative guidance, which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a

three

-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

	●	Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;
	●	Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
	●	Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, other receivables, prepaid expenses, accounts payable and accrued expenses approximates their recorded values due to their short-term maturities.

The following table sets forth the liabilities at

March 31, 2020,

which is recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement:

	Fair value at reporting date using:
	March 31, 2020		Quoted prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable inputs (Level 3)

Contingent Earn-out Liability	$	880,308	$	-	$	-	$	880,308

The roll forward of the Earn-out liability is as follows:

Balance at December 31, 2019	$	898,755
Foreign currency effect		(18,447	)
Balance at March 31, 2020	$	880,308

Use of Estimates, Policy [Policy Text Block]

Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets including accounts receivable; allowance for doubtful accounts; contract assets; reserve for excess and obsolete inventory; depreciation and impairment of property, plant and equipment; goodwill; liabilities including contract liabilities and contingencies; the disclosures of contingent assets and liabilities at the date of the financial statements; and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimated.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

August 2018,

the FASB issued ASU

No.

2018

13,

Fair Value Measurement (Topic

820

): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurement by removing, modifying and adding certain disclosures. This ASU is effective for annual periods beginning after

December 15, 2019,

including interim periods within those annual periods. The Company is currently evaluating the new guidance to determine the impact it will have on the Company’s consolidated financial statements.

November 2016,

the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

No.

2016

18,

Restricted Cash that requires companies, in the Statement of Cash Flows, to explain the changes during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Consequently, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Statement of Cash Flows. For the period ended

March 31, 2020

the Company has recorded

$2,711,273

as Restricted cash,

$3,587,769

as Unrestricted cash and a total of

$6,299,042

as Cash, Cash equivalents and Restricted cash. For the period ended

December 31, 2019

the amounts were

$2,714,173

in Restricted cash and

$7,069,759

in Unrestricted cash.

Other recent accounting pronouncements issued by the FASB did

not

or are

not

believed by management to have a material impact on the Company’s present or future financial statements.