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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

 

 

Commission file number 000-53616

 

Incoming, Inc.
(Exact name of registrant as specified in its charter)


Nevada
(State or other jurisdiction of incorporation or organization)


244 5^th Avenue, Ste V235

New York, NY 10001
(Address of principal executive offices, including zip code.)


(800) 385-5705
(Registrant's telephone number, including area code)

 

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 [X]    NO [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-Y (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X]    NO [  ]

 

 

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

 

Large accelerated filer  [   ]		Accelerated filer  [   ]
Non-accelerated filer   [   ]		Smaller reporting company  [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes   [  ]      No   [X]

 

As of May 15, 2016, there are 31,774,332 shares of Class A common stock and 1,980,000 shares of Class B common stock outstanding.

 

All references in this Report on Form 10-Q to the terms "we", "our", "us", the "Company", "ICNN" and the "Registrant" refer to Incoming, Inc. unless the context indicates another meaning.

Index to the Unaudited Financial Statements	3
UNAUDITED CONSOLIDATED BALANCE SHEETS	4
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS	5
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS	6
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	7

 

INCOMING, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

INCOMING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

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

INCOMING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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

 

INCOMING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

 

The accompanying unaudited consolidated financial statements of Incoming, Inc., a Nevada corporation, have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim financial information and, therefore, do not include all disclosures normally required by generally accounting principles accepted in the United States of America. These statements should be read in conjunction with the Company's most recent annual financial statements for the year ended December 31, 2015 included in our Annual Report on Form 10-K filed with the SEC on April 12, 2016. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying  financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying financial statements for the period ended March 31, 2016 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2016.

 

Incoming, Inc. ("we" or the "Company") was incorporated on December 22, 2006 in Nevada.  Through our wholly-owned subsidiary North American Bio-Energies LLC ("NABE"), we operate in the alternative energy industry in the development and acquisition of commercial grade biodiesel facilities and the distribution and marketing of petroleum and biofuel products. In addition to operating as NABE, our subsidiary also does business as Foothills Bio-Energies, LLC ("Foothills").

These financial statements have been prepared on a going concern basis.    As of March 31, 2016, the Company had a working capital deficiency of $426,131, and had an accumulated deficit of $6,336,231.  Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  The outcome of these matters cannot be predicted with any certainty at this time. These factors raise substantial doubt that the Company will be able to continue as a going concern.  The Company to date has funded its initial operations through the issuance of capital stock and common stock options, loans from related parties, and revenue generated in the normal course of business. Management plans to continue to provide for its capital needs by the issuance of common stock and related party advances.  These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

 

NABE sells a portion of its finished goods to Echols Oil Company, a company owned by our CEO, R. Samuel Bell, Jr. During the three months ended March 31, 2016, there were no sales to the related company. As of March 31, 2016, the Company had outstanding receivables from the related party company totaling $34,053. As of March 31, 2016, the Company had outstanding payables to Echols totaling $1,262, and had $274,916 in related party payables to Green Valley Bio-Fuels.  Green Valley Bio-Fuels is considered a related party since it is majority-owned by Mr. Frank A. Gay, who sits on the Company's Board of Directors.

 

 

 

THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

 

This section of the report includes a number of forward-looking statements that reflect the Company's current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: "believe," "expect," "estimate," "anticipate," "intend," "project" and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this annual report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

The following discussion provides an analysis of the results of our operations, an overview of our liquidity and capital resources and other items related to our business.  The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and our audited financial statements and notes included in our Annual Report on Form 10-K as of and for the year ended December 31, 2015.

 

Overview

 

Company references herein are referring to consolidated information pertaining to Incoming, Inc., the registrant.

 

The following discussion is an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance and should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q.  This discussion contains forward-looking statements that involve risks and uncertainties.  Actual results could differ materially from those anticipated in these forward looking statements as a result of any number of factors, including those set forth in this Quarterly Report and elsewhere in the Company's Annual Report on Form 10-K and other public filings.

 

All written and oral forward-looking statements made in connection with this Quarterly Report on Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

 

 

Company Overview

NABE is a refiner and producer of commercial-grade biodiesel as specified by the American Society of Testing and Materials (ASTM D6751). Our refining and production facility is located in Lenoir, North Carolina with a nameplate annual capacity of five million gallons.  Our facility produces biodiesel from virgin, agri-based feedstock using commercial specifications. The biodiesel we produce is sold throughout North Carolina, South Carolina and Virginia directly or through wholesale distributors.  Currently, we are engaged in producing biodiesel and strategically purchasing biodiesel from other producers to meet commercial requirements.  We also purify and sell glycerin, which is created as a byproduct of the biodiesel production process. Once the facility has accumulated sufficient glycerin to make full loads, it is typically sold to the market.

Our production process starts with purchasing the most cost effective and suitable agri-based feedstock (e.g., soy, canola, sunflower, cotton seed and chicken/pork fat). A sample of every feedstock is tested by our in-house laboratory in order to develop the proper recipe of catalysts for the transesterification process. The glycerin byproduct is then separated from the biodiesel and any excess methanol is recovered. Recovered methanol is either sold or reused in the production process. Glycerin is sold on the open market as either a crude product or as a further-processed tech grade product. While biodiesel is our main product, glycerin is a popular chemical used in pharmaceutical and hygiene applications and serves as an additional source of revenue.

Our facility is capable of producing biodiesel from a wide range of agri-based feedstocks: soy, canola, sunflower, cotton seed and chicken/pork fat.  Biodiesel production costs are highly dependent on the cost of feedstock, and we believe the ability to utilize a variety of feedstocks efficiently and interchangeably is imperative to gaining a competitive advantage in the biodiesel production market.

 

Results of Operations

The following is a discussion and analysis of our results of operations for the three-month period ended March 31, 2016, and the factors that could affect our future financial condition.  This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this report. Our financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.

The Company generated revenues of $624 during the period January 1, 2016 through March 31, 2016. Revenue generated during the period was due to sales of biodiesel and recovered methanol. Third-party biodiesel sales totaled $38 while recovered methanol sales of $586 during the first quarter of 2016.

The Company generated revenues of $18,086 during the period January 1, 2015 through March 31, 2015.  Revenue generated during the period was due to sales of materials recovered during glycerin purification processing. During the glycerin purification process, acid is added to crude glycerin. As a result, high fatty acid oil separates from the glycerin and yields another commodity, high fatty acid oil.  Sales of the high fatty acid oil totaled $16,057 for the period under consideration. De-methylated glycerin sales totaled $1,613 while recovered methanol sales of $416 during the first quarter of 2015.

Comparing the Company's activity for the period January 1, 2016 through March 31, 2016 to the activity for the period January 1, 2015 through March 31, 2015, there was a decrease in revenue of $17,462 from $18, 086 to $624. The period-over-period decrease was primarily due to persisting unfavorable biodiesel market forces. Since NABE typically sells biodiesel against diesel rack prices, the decline in petroleum market prices has adversely affected the Company's ability to sell biodiesel at a profit. In addition, feedstock costs have not dropped in line with decreased petroleum market prices.  There were no direct RIN sales during the first quarter of 2016. The Company had no RIN sales during the same period in 2015.

 

Cost of revenue totaled $10,836 during the period January 1, 2016 through March 31, 2016. For the same period, cost of revenue consisted of costs associated with labor, overhead, and utilities.

Cost of revenue totaled $43,949 during the period January 1, 2015 through March 31, 2015. For the same period, cost of revenue consisted of costs associated with raw material (glycerin processing) purchases, labor, overhead, and utilities.

Comparing the Company's activity for the period January 1, 2016 through March 31, 2016 to the activity for the period January 1, 2015 through March 31, 2015, there was a decrease in cost of revenues of $33,113 as the cost of revenues dropped from $43,949 to $10,836. The period-over-period decrease was in line with reduced biodiesel sales.  During the current quarter, the Company recognized an offset to the cost of goods sold totaling $48,994 as a result of filing for the blender tax credit associated with blended gallons. During the same period in the prior year, the Company recognized an offset to the cost of goods sold totaling $39,312 resulting from blender tax credit activity.

The Company had a gross loss of $29,275 for the period January 1, 2016 through March 31, 2016.  The primary reason for the gross loss during the period was the Company's inability to produce and sell biodiesel under adverse market conditions.

The Company had a gross loss of $51,406 for the period January 1, 2015 through March 31, 2015.  The primary reason for the gross loss during the period was the Company's inability to produce and sell biodiesel under adverse market conditions, including the expired biodiesel blender tax credit.

SG&A expenses totaled $19,373 for the period January 1, 2016 through March 31, 2016. During the period under consideration, SG&A expenses primarily consisted of costs associated with payroll, office overhead and professional fees.

SG&A expenses totaled $371,204 for the period January 1, 2015 through March 31, 2015. During the period under consideration, SG&A expenses primarily consisted of $350,000 in consulting expenses associated with stock based compensation. The balance of the SG&A expenses were comprised of costs associated with payroll, office overhead and professional fees.

Comparing the Company's activity for the period January 1, 2016 through March 31, 2016 to the activity for the period January 1, 2015 through March 31, 2015, there was a decrease in SG&A expenses of $351,831 as SG&A declined from $371,204 to $19,373. The period-over-period increase was due primarily to the consulting expenses recognized in the first quarter of 2015that did not occur during the same period in the current year. General overhead remained stable considering the second quarter of the current year compared with the first quarter of the prior year.

Other income totaled $105during the period January 1, 2016 through March 31, 2016. During the first quarter of 2016, this amount was attributable to funding received from the USDA Biofuel Program. Each quarter, the Company submits a Payment Request (Form RD-4288) and supporting documents to the USDA delineating those gallons produced/sold. Along with the documentation, the Company informs the USDA regarding the type and quantity of feedstocks utilized.  These payment requests are reviewed by an agent of the USDA and then submitted as part of the "pool" for funding. Biodiesel producers compete for whatever funding is available from the USDA's pool. Since it is difficult to predict the amount of funding that may be received, the Company only recognizes Other Income associated with the USDA Biofuel Program when the funds are received.

 

Other income totaled $43,678 during the period January 1, 2015 through March 31, 2015. During the first quarter of 2015, this amount was attributable to funding received from the USDA Biofuel Program and from continued insurance payments stemming from the fire experienced at the biodiesel plant in Lenoir, NC. Insurance coverage provided $43,577 for cleaning expenses and for replacing items damaged during the fire incident on August 1, 2014. An additional $101 was received in USDA Biofuel Program funding during the quarter.

Liquidity and Capital Resources

Working Capital

Cash Flows

As of March 31, 2016, our current assets totaling $100,560 consisted of cash, accounts receivable, inventory, other current assets and prepaid expenses.  Our accounts payable and accrued liabilities and current portion of amounts due to related parties and third parties were $526,691 as of March 31, 2016.  As a result, we had a working capital deficiency of $426,131.

Current assets for the Company totaled $149,800 as of December 31, 2015. Current liabilities for the Company totaled $546,280 as of December 31, 2015, which resulted in a working capital deficiency of $396,480.

Comparing the working capital deficiency at March 31, 2016 to the deficiency at December 31, 2015, there was an increase of $29,651 as the deficiency increased from $396,480 to $426,131. The biggest contributor to the overall increase was the Company's reduced production activity. Production activity was hampered due to lower biodiesel market prices, and due to relatively higher feedstock prices.

On a short-term basis, it is anticipated that the Company's liquidity needs will be met through selling biodiesel related products and RIN-gallons, through borrowing from related parties and through the sale of common stock.  Considering the long-term view, the Company intends to provide liquidity through operation of its biodiesel plant in Lenoir, North Carolina. Since the December 31, 2015 balance sheet date, total receivables have decreased $22,528 with no amounts written off.

 

To date, cash flow requirements have been primarily met through sales of biodiesel related products, through collections of accounts receivable, through share issuances, and through gross proceeds from bank and related party loans. For the three months ended March 31, 2016, the Company generated a gross loss of $29,275 on sales of $624 over the same period. For three months ended March 31, 2015, the Company generated a gross loss of $51,406 on sales of $18,086 over the same period.

A portion of the Company's operations have been funded through the issuance of common stock shares. As of March 31, 2016, the Company has issued 33,754,332 shares of common stock (31,774,332 shares of Class A stock and 1,980,000 shares of Class B stock).

To date, our cash flow requirements have been primarily met by equity financings and from operating the Company's biodiesel production facility in Lenoir, NC. Management expects to keep operational costs to a minimum until cash is available through financing or operating activities. Management plans to continue to seek other sources of financing on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all.

Cash Used In Operating Activities

During the period January 1, 2016 through March 31, 2016, the Company's cash used in operating activities totaled $19,217. For the same period, the Company's cash used in operating activities was primarily attributable to collecting trade receivables associated with biodiesel sales, and making payments on trade payables. Trade receivables decreased $22,528 while inventories decreased $29. Trade payables decreased $16,345 for the same period. Depreciation expense was $19,063 for the first three months of 2016.

During the period January 1, 2015 through March 31, 2015, the Company's cash used in operating activities totaled $66,613. For the same period, the Company's cash used in operating activities was primarily attributable to the net effect of by-product sales, collecting trade receivables associated with biodiesel sales, and making payments on trade payables. Trade receivables decreased $952 while inventories increased $1,740. Trade payables decreased $65,440 for the same period. Depreciation expense was $25,543 for the first three months of 2015.

Cash Used In Investing Activities

During the period January 1, 2016 through March 31, 2016, the Company had no cash flow related to investing activities.

During the period January 1, 2015 through March 31, 2015, the Company's cash used in investing activities totaled $2,643. The total amount represents funds paid for repair and replacement of the boiler fan at NABE facility in Lenoir, NC.

Cash Provided By Financing Activities

During the period January 1, 2016 through March 31, 2016, the Company's cash flow related to financing activities totaled $3,286. This amount represents funds paid for short-term debt during the current period.

During the period January 1, 2015 through March 31, 2015, the Company's cash provided by financing activities totaled $89,841.  Of the total amount, $105,929 represented proceeds received from related party debt. An offsetting amount totaling $19,088 was used for payment on long-term debt to third-party creditors.

 

Future Financings

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock in order to proceed with our acquisition and expansion plan. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our marketing and acquisition plans. At this time, we do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Recent Accounting Pronouncements

Management does not expect any financial statement impact from any recently-issued pronouncements.

 

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

 

(a)	Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Quarterly Report on Form 10-Q, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") of our disclosure controls and procedures (as defined in Rules13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, the CEO concluded that our disclosure controls and procedures were not effective as of March 31, 2016.  We have identified the following material weaknesses in our internal control over financial reporting:

 

Management is aware that an audit committee composed of the requisite number of independent members along with a qualified financial expert has not yet been established.  Considering the costs associated with procuring and providing the infrastructure to support an independent audit committee and the limited number of transactions, management has concluded that the risks associated with the lack of an independent audit committee are not sufficient to justify the creation of such a committee at this time.  Management will periodically reevaluate this situation.

 

Our control environment did not sufficiently promote effective internal control over financial reporting throughout the organization. This material weakness exists because of the aggregate effect of multiple deficiencies in internal control which affect our control environment, including: a) the lack of an effective risk assessment process for the identification of fraud risks; b) the lack of an internal audit function or other effective mechanism for ongoing monitoring of the effectiveness of internal controls; c) deficiencies in our accounting system and controls; d) and insufficient documentation and communication of our accounting policies and procedures as of March 15, 2016.

The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources.

The limited number of qualified accounting personnel results in an inability to have independent review and approval of financial accounting entries. Furthermore, management and financial accounting personnel have wide-spread access to create and post entries in our financial accounting system. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, due to insufficient segregation of duties.

Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our financial accounting staff is actively attending and receiving training. Management is still determining additional measures to remediate deficiencies related to staffing.

(b)	Changes in Internal Controls Over Financial Reporting

 

There were no changes that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In the Court of Common Pleas of the State of South Carolina's Thirteenth Judicial Circuit (Greenville County), a Plaintiff has filed suit against the Company and its subsidiary, NABE. The filing took place in June of 2015. In its filing, the Plaintiff claims to be a subsidiary of a foreign biodiesel producer with which NABE transacted import activities during 2013 and 2014. The Plaintiff further claims that the Company did not have the right to retain the $510,030 that was received and recognized as Other Income during the second quarter of 2015. An agreement signed with a customer in 2014 allowed the Company to retain and recognize this income, which was dependent upon reinstatement of the federal biodiesel blender tax credit. Subsequent to our agreement with the customer, the blender tax credit was retroactively reinstated. The Company recognized the Other Income when the customer, after having successfully filed for the credit, remitted payment to the Company. The Company believes that the Plaintiff's actions are unfounded and that there is remote likelihood of incurring any liability. The Company is vigorously defending the action.

 

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. OTHER INFORMATION

None.

ITEM 5. EXHIBITS
 
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

 

Exhibit No.	Description
3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
31.1	Section 302 Certification of CEO*
31.2	Section 302 Certification of Principal Financial Officer *
32.1	Section 906 Certification of CEO*
32.2	Section 906 Certification of Principal Financial Officer*

 

*filed herewith

(1) Incorporated by reference to the Form S-1 registration statement filed on June 30, 2008.

 

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

May 16, 2016

By:

INCOMING, INC.

R. Samuel Bell, Jr., CEO and Chairman, Board of Directors

Vice President, Finance (Principal Financial Officer)