UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-Q








QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For
The Quarterly Period Ended September 30, 2009





Commission
File No. 001-31354











Lapolla
      Industries, Inc.(Exact
      Name of Registrant as Specified in Its
Charter)





Delaware
            
            13-3545304(State
      of Incorporation)
            
            (I.R.S.
      Employer Identification No.)





Intercontinental
      Business Park15402
      Vantage Parkway East, Suite 322Houston,
      Texas
            
            77032(Address
      of Principal Executive Offices)
            
            (Zip
      Code)





(281)
      219-4700(Registrant’s
      Telephone Number)





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, and (2) has been subject to such filing requirements for
the past 90 days.  YES þ  NO  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See the definitions of “large
accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule
12b-2 of the Exchange Act (Check one):





Large
      Accelerated Filer   ̈
            Accelerated
      Filer   ̈
            Non-Accelerated
      Filer   ̈
            Smaller
      Reporting Company þ





Indicate
by check mark whether the Registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act).  YES  ̈  
NO þ





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.





As of
October 16, 2009 there were 63,944,799 shares of Common Stock, par value $.01,
outstanding.













LAPOLLA
INDUSTRIES, INC.


FORM
10-Q


FOR
THE QUARTER ENDED SEPTEMBER 30, 2009


INDEX





PagePART
      I
            FINANCIAL
      INFORMATIONItem
      1
            
            Financial Statements
            
            1Item
      2
            
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            
            8Item
      3
            
            Quantitative and Qualitative Disclosures About Market
      Risk
            
            12Item
      4
            
            Controls and Procedures
            
            12PART
      II
            OTHER
      INFORMATIONItem
      1
            
            Legal Proceedings
            
            12Item
      1A
            
            Risk Factors
            
            13Item
      2
            
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            
            13Item
      3
            
            Defaults Upon Senior Securities
            
            13Item
      4
            
            Submission of Matters to a Vote of Security
      Holders
            
            13Item
      5
            
            Other Information
            
            13Item
      6
            
            Exhibits
            
            13SIGNATURES
            
            14INDEX OF EXHIBITS
            
            15




Index





FORWARD
LOOKING STATEMENTS





Statements
made by us in this report and in other reports and statements released by us
that are not historical facts constitute “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, Section 21 of
the Securities Exchange Act of 1934 and the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are necessarily estimates
reflecting the best judgment of senior management and express our opinions about
trends and factors which may impact future operating results. You can identify
these and other forward-looking statements by the use of words such as “may,”
“will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “intends,” “potential,” “continue,” or the negative of such terms,
or other comparable terminology. Such statements rely on a number of assumptions
concerning future events, many of which are outside of our control, and involve
risks and uncertainties that could cause actual results to differ materially
from opinions and expectations. Any such forward-looking statements, whether
made in this report or elsewhere, should be considered in context with the
various disclosures made by us about our businesses including, without
limitation, the risk factors discussed below. Although we believe our
expectations are based on reasonable assumptions, judgments, and estimates,
forward-looking statements involve known and unknown risks, uncertainties,
contingencies, and other factors that could cause our or our industry's actual
results, level of activity, performance or achievement to differ materially from
those discussed in or implied by any forward-looking statements made by or on
the Company and could cause our financial condition, results of operations, or
cash flows to be materially adversely affected. Except as required under the
federal securities laws and the rules and regulations of the
U.S. Securities and Exchange Commission (the “SEC”), we do not have any
intention or obligation to update publicly any forward-looking statements,
whether as a result of new information, future events, changes in assumptions,
or otherwise.





PART
I — FINANCIAL INFORMATION





As used
in this report, "Lapolla” and the "Company" or "Us" or "We" or “Our” refer to
the Lapolla Industries, Inc., unless the context otherwise requires. Our
Internet website address is www.lapollaindustries.com.
We make our periodic and current reports, together with amendments to these
reports, available on our website, free of charge, as soon as reasonably
practicable after such material is electronically filed with, or furnished to,
the SEC. The information on our Internet website is not incorporated by
reference in this Quarterly Report on Form 10-Q.





Item
1.  Financial Statements.





LAPOLLA
INDUSTRIES, INC.


INDEX
TO UNAUDITED FINANCIAL STATEMENTS AND


FINANCIAL
STATEMENT SCHEDULES




CONDENSED
      CONSOLIDATED BALANCE SHEETS (UNAUDITED)September
      30, 2009 and December 31, 2008
            2CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)Three
      and Nine Months Ended September 30, 2009 and 2008
            3CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)Nine
      Months Ended September 30, 2009 and 2008
            4NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
            5




All
schedules for which provision is made in the applicable accounting regulations
of the SEC are not required under the related instructions or are not
applicable, and therefore have been omitted.





1
 Index





LAPOLLA
INDUSTRIES, INC.


CONDENSED
CONSOLIDATED BALANCE SHEETS


(UNAUDITED)





September 30,
              2009
            
            
            December 31,
              2008AssetsCurrent
      Assets:Cash
            
            $
            598,933
            
            
            $
            42,845Trade
      Receivables, Net
            
            
            9,460,617
            
            
            
            8,502,679Inventories
            
            
            4,220,965
            
            
            
            4,764,937Prepaid
      Expenses and Other Current Assets
            
            
            1,093,151
            
            
            
            1,425,551Total
      Current Assets
            
            
            15,373,666
            
            
            
            14,736,012Property,
      Plant and Equipment, Net
            
            
            2,482,907
            
            
            
            2,623,388Other
      Assets:Goodwill
            
            
            3,741,167
            
            
            
            3,741,167Other
      Intangible Assets
            
            
            1,532,803
            
            
            
            1,695,907Deposits
      and Other Non-Current Assets
            
            
            156,224
            
            
            
            133,252Total
      Other Assets
            
            
            5,430,194
            
            
            
            5,570,326Total
      Assets
            
            $
            23,286,767
            
            
            $
            22,929,726Liabilities
      and Stockholders' EquityCurrent
      Liabilities:Accounts
      Payable
            
            $
            5,217,716
            
            
            $
            6,827,059Accrued
      Expenses and Other Current Liabilities
            
            
            2,364,821
            
            
            
            2,336,058Loans
      Payable – Related Party
            
            
            —
            
            
            
            800,000Current
      Portion of Revolving Credit Note, Net
            
            
            7,943,143
            
            
            
            —Current
      Portion of Convertible Term Note, Net
            
            
            2,391,498
            
            
            
            500,000Current
      Portion of Derivative Liability
            
            
            490,774
            
            
            
            —Current
      Portion of Long-Term Debt
            
            
            81,683
            
            
            
            104,001Total
      Current Liabilities
            
            
            18,489,635
            
            
            
            10,567,118Other
      Liabilities:Note
      Payable – Related Party
            
            
            5,100,000
            
            
            
            —Non-Current
      Portion of Revolving Credit Note, Net
            
            
            —
            
            
            
            7,550,995Non-Current
      Portion of Convertible Term Note, Net
            
            
            —
            
            
            
            1,872,222Non
      Current Portion of Long-Term Debt
            
            
            154,201
            
            
            
            180,175Total
      Other Liabilities
            
            
            5,254,201
            
            
            
            9,603,392Total
      Liabilities
            
            
            23,743,836
            
            
            
            20,170,510Stockholders'
      Equity:Preferred
      Stock, $1.00 Par Value; 2,000,000 Shares Authorized, of which
      Designations:Series
      A Convertible, 750,000 Shares Authorized; 62,500 Issued and Outstanding
      (Less Offering Costs of $7,465) and $62,500 aggregate liquidation
      preference at September 30, 2009 and December 31, 2008,
      respectively
            
            
            55,035
            
            
            
            55,035Series
      D, 25,000 Shares Authorized;  8,176 Issued and Outstanding and
      $8,176,000 aggregate liquidation preference at September 30, 2009 and
      December 31, 2008
            
            
            8,176
            
            
            
            8,176Common
      Stock, $.01 Par Value; 98,000,000 Shares Authorized; 63,944,803 and
      59,125,700 Issued and Outstanding at September 30, 2009 and December 31,
      2008, respectively
            
            
            639,448
            
            
            
            639,448Additional
      Paid-In Capital
            
            
            76,181,307
            
            
            
            78,106,472Accumulated
      (Deficit)
            
            
            (77,341,035
            )
            
            
            (76,049,915
            )Total
      Stockholders' Equity
            
            
            (457,069
            )
            
            
            2,759,216Total
      Liabilities and Stockholders' Equity
            
            $
            23,286,767
            
            
            
            22,929,726





The
Accompanying Notes are an Integral Part of the Financial Statements





2
 Index





LAPOLLA
INDUSTRIES, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(UNAUDITED)





Three
      Months Ended
              September 30,
            
            
            Nine
      Months Ended
              September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Sales
            
            $
            14,022,690
            
            
            $
            13,880,220
            
            
            $
            34,658,872
            
            
            $
            34,086,949Cost
      of Sales
            
            
            10,314,564
            
            
            
            11,299,494
            
            
            
            25,711,083
            
            
            
            27,268,539Gross
      Profit
            
            
            3,708,126
            
            
            
            2,580,726
            
            
            
            8,947,789
            
            
            
            6,818,410Operating
      Expenses:Selling,
      General and Administrative
            
            
            2,627,524
            
            
            
            1,893,033
            
            
            
            8,618,675
            
            
            
            6,730,950Professional
      Fees
            
            
            95,412
            
            
            
            89,768
            
            
            
            429,507
            
            
            
            505,056Depreciation
            
            
            74,550
            
            
            
            59,786
            
            
            
            218,930
            
            
            
            139,216Amortization
      of Other Intangible Assets
            
            
            68,108
            
            
            
            55,770
            
            
            
            203,429
            
            
            
            67,309Consulting
      Fees
            
            
            38,629
            
            
            
            27,411
            
            
            
            153,403
            
            
            
            62,957Interest
      Expense
            
            
            402,721
            
            
            
            225,069
            
            
            
            927,084
            
            
            
            531,364Interest
      Expense – Related Party
            
            
            76,833
            
            
            
            12,754
            
            
            
            157,274
            
            
            
            56,102Interest
      Expense – Amortization of Discounts
            
            
            232,651
            
            
            
            196,508
            
            
            
            669,055
            
            
            
            287,770(Gain)
      Loss on Extinguishment of Debt
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (481,833
            )(Gain)
      Loss on Derivative Liability
            
            
            (243,419
            )
            
            
            —
            
            
            
            (399,515
            )
            
            
            —Other
      (Income) Expense
            
            
            (75,576
            )
            
            
            (4,743
            )
            
            
            (75,576
            )
            
            
            (55,375
            )Total
      Operating Expenses
            
            
            3,297,433
            
            
            
            2,555,355
            
            
            
            10,902,266
            
            
            
            7,843,516Net
      Income (Loss)
            
            $
            410,693
            
            
            $
            25,371
            
            
            $
            (1,954,477
            )
            
            $
            (1,025,105
            )Dividends
      on Preferred Stock
            
            
            (206,080
            )
            
            
            (206,080
            )
            
            
            (611,520
            )
            
            
            (613,760
            )Net
      Income (Loss) Available to Common Stockholders
            
            
            204,613
            
            
            
            (180,709
            )
            
            
            (2,565,997
            )
            
            
            (1,638,865
            )Net
      Income (Loss) Per Share-Basic
            
            $
            0.003
            
            
            $
            (0.002
            )
            
            $
            (0.040
            )
            
            $
            (0.027
            )Weighted
      Average Shares Outstanding
            
            
            63,944,803
            
            
            
            62,944,803
            
            
            
            63,944,803
            
            
            
            59,722,800Net
      Income (Loss) Per Share-Diluted
            
            $
            0.003
            
            
            $
            (0.002
            )
            
            $
            (0.040
            )
            
            $
            (0.027
            )Weighted
      Average Shares Outstanding
            
            
            73,806,998
            
            
            
            62,944,803
            
            
            
            63,944,803
            
            
            
            59,722,800





The
Accompanying Notes are an Integral Part of the Financial Statements





3
 Index





LAPOLLA
INDUSTRIES, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)





Nine
      Months Ended
              September 30,2009
            
            
            2008Cash
      Flows From Operating ActivitiesNet
      (Loss)
            
            $
            (1,954,477
            )
            
            $
            (1,025,105
            )Adjustments
      to Reconcile Net (Loss) to Net Cash (Used in) Operating
      Activities:Depreciation
            
            
            371,017
            
            
            
            139,216Amortization
      of Other Intangible Assets
            
            
            204,325
            
            
            
            67,309Provision
      for Losses on Accounts Receivable
            
            
            719,946
            
            
            
            181,323Amortization
      of Discount on Revolving Credit and Convertible Term Notes
            
            
            669,055
            
            
            
            287,770Share
      Based Compensation Expense
            
            
            241,775
            
            
            
            683,750Gain
      on Extinguishment of Debt
            
            
            —
            
            
            
            (481,833
            )Gain
      on Change in Derivative Liability
            
            
            (399,515
            )
            
            
            —Changes
      in Assets and Liabilities, Net of Effects from AirTight Asset
      Purchase:Trade
      Receivables
            
            
            (1,677,884
            )
            
            
            (7,554,739
            )Inventories
            
            
            543,972
            
            
            
            (1,149,562
            )Prepaid
      Expenses and Other Current Assets
            
            
            332,400
            
            
            
            (166,096
            )Deposits
      and Other Non Current Assets
            
            
            (64,193
            )
            
            
            9,806Accounts
      Payable
            
            
            (1,609,343
            )
            
            
            3,354,892Accrued
      Expenses and Other Current Liabilities
            
            
            (562,757
            )
            
            
            347,167Other
      Liabilities
            
            
            —
            
            
            
            (1,122,712
            )Net
      Cash (Used in) Operating Activities
            
            
            (3,185,679
            )
            
            
            (6,279,211
            )Cash
      Flows From Investing ActivitiesAdditions
      to Property, Plant and Equipment
            
            
            (156,331
            )
            
            
            (13,520
            )Payment
      under AirTight Asset Purchase Promissory Note, Net of Cash
      Acquired
            
            
            —
            
            
            
            (100,000
            )Net
      Cash (Used in) Investing Activities
            
            $
            (156,331
            )
            
            $
            (113,520
            )Cash
      Flows From Financing ActivitiesProceeds
      from Revolving Credit Note
            
            
            —
            
            
            
            2,520,140Principal
      Repayments on Revolving Credit Note
            
            
            —
            
            
            
            (67,500
            )Proceeds
      from Convertible Term Note
            
            
            —
            
            
            
            1,637,616Principal
      Repayments on Convertible Term Note
            
            
            (250,000
            )
            
            
            (400,000
            )Proceeds
      from Loans Payable – Related Party
            
            
            4,300,000
            
            
            
            3,800,000Payments
      to Loans Payable – Related Party
            
            
            —
            
            
            
            (1,000,000
            )Principal
      Repayments on Long Term Debt
            
            
            (130,128
            )
            
            
            (78,994
            )Payment
      of Preferred Stock Dividends
            
            
            (20,000
            )
            
            
            (15,000
            )Net
      Cash Provided by Financing Activities
            
            
            3,899,872
            
            
            
            6,396,262Net
      Effect of Exchange Rate Changes on Cash
            
            
            (1,774
            )
            
            
            —Net
      Increase (Decrease) In Cash
            
            $
            556,088
            
            
            $
            3,531Cash
      at Beginning of Period
            
            
            42,845
            
            
            
            339,855Cash
      at End of Period
            
            $
            598,933
            
            
            $
            343,386Supplemental
      Disclosure of Cash Flow Information:Cash
      Payments for Income Taxes
            
            $
            —
            
            
            $
            —Cash
      Payments for Interest
            
            $
            886,084
            
            
            $
            531,364Supplemental
      Schedule of Non Cash Investing and Financing Activities:Property,
      Plant and Equipment acquired from Issuance/Acquisition of Long Term
      Debt
            
            $
            78,265
            
            
            $
            267,953Promissory
      Note entered into in connection with AirTight Asset Purchase
      Agreement
            
            
            —
            
            
            
            1,400,000Common
      Stock Issued-AirTight Asset Purchase Agreement
            
            
            —
            
            
            
            1,480,000Common
      Stock Issued-Exercise of Warrants for Principal Repayments to Revolving
      Credit Note
            
            
            —
            
            
            
            67,500Common
      Stock Issued-Exercise of Warrants for Principal Repayments to Convertible
      Term Note
            
            
            —
            
            
            
            33,766Common
      Stock Issued-Exercise of Warrants for Interest on Convertible Term
      Note
            
            
            —
            
            
            
            33,734Common
      Stock Issued-Partial Conversion of Convertible Term Note as Principal
      Repayment
            
            
            —
            
            
            
            3,850Common
      Stock Issued-Canceled Debt as Principal Repayment to Loans Payable-Related
      Party
            
            
            —
            
            
            
            2,000,000





The
Accompanying Notes are an Integral Part of the Financial Statements





4
 Index





LAPOLLA
INDUSTRIES, INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





Note
1.  Basis of Presentation.





The
condensed consolidated financial statements included herein are unaudited.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with U.S. generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations
of the SEC. In the opinion of the management, the accompanying statements
reflect adjustments necessary to present fairly the financial position, results
of operations and cash flows for those periods indicated, and contain adequate
disclosure to make the information presented not misleading. Adjustments
included herein are of a normal, recurring nature unless otherwise disclosed in
the Notes to the condensed consolidated financial statements. The condensed
consolidated financial statements included herein should be read in conjunction
with the financial statements and Notes thereto included in Lapolla’s latest
annual report on Form 10-K and Form 10-Qs for March 31 and June 30, 2009, in
order to fully understand the basis of presentation. Results of operations for
interim periods are not necessarily indicative of the results of operations for
a full year.  The accompanying condensed
consolidated financial statements include the accounts of the Company, including
its beginning operations in Canada. All material inter-company items and
transactions have been eliminated. Certain reclassifications of prior year
amounts have been made to conform to the current year presentation.Reference is made to Management’s Discussion and Analysis of Financial
Condition and Results of Operations on page 9. Risk factors that could impact
results are discussed in Part II – Other Information, Item 1A – Risk Factors on
page 13. Refer also to the Company’s 2008 Annual Report on Form 10-K and First
Quarter and Second Quarter 2009 Reports on Form 10-Q, for a description of major
accounting policies. There have been no material changes to these accounting
policies during the nine months ended September 30, 2009.




Note 2. Liquidity.


The
Company has a working capital deficit due to its ComVest credit facility
maturing on August 31, 2010. As a result, there are concerns about the liquidity
of the Company at September 30, 2009. The Company believes it will be able to
refinance the existing credit facility or obtain additional financing on the
same or better terms prior to its maturity date. If the Company is unable to
refinance or obtain new financing by the maturity date, the Company may be
adversely affected. Aside from these concerns, the Company’s operating cash flow
has increased substantially from higher gross profit and gross margin percentage
gains due to in-house manufactured foam product formulations and favorable raw
material pricing with strategic key vendor alliances from increased purchasing
power based on increased sales volumes. The Company has relied in the past on
the financial commitment of the Chairman for funds to meet working capital
shortfalls and the Chairman has committed to Management to continue this
practice for the near term.


Note
3.  Dependence on Few Suppliers.





The
Company is dependent on a few suppliers for certain of its raw materials and
finished goods. Raw materials and finished goods purchased from the Company’s
three largest suppliers accounted for 49% and 46% of purchases for the three
months ended and 49% and 45% of purchases for the nine months ended September
30, 2009 and 2008, respectively.





Note
4. Trade Receivables.





Trade
receivables are comprised of the following at:





September 30,
              2009
            
            
            December 31,
              2008Trade
      Receivables
            
            $
            9,865,784
            
            
            $
            8,995,130Less:
      Allowance for Doubtful Accounts
            
            
            (405,167
            )
            
            
            (492,451
            )Trade
      Receivables, Net
            
            $
            9,460,617
            
            
            $
            8,502,679





Note
5.  Inventories.





The
following is a summary of inventories at:





September 30,
              2009
            
            
            December 31,
              2008Raw
      Materials
            
            $
            1,132,898
            
            
            $
            1,850,850Finished
      Goods
            
            
            3,088,067
            
            
            
            2,914,087Total
            
            $
            4,220,965
            
            
            $
            4,764,937





Note
6.  Loans Payable – Related Party.





The
Company has received $5,100,000 in advances for working capital from the
Chairman of the Board, of which $4,300,000 was received in the nine months ended
September 30, 2009. These advances were recorded as short term demand loans and
bear interest at 6% per annum. Accrued interest relating to these loans for the
three and nine months ended September 30, 2009 was $76,833 and $157,275,
respectively.  On September 30, 2009, the Company converted these
loans payable – related party to a note payable – related
party.  Refer to
Note 9 – Note Payable – Related Party.





5
 Index





LAPOLLA
INDUSTRIES, INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED-CONTINUED)





Note
7.  Revolving Credit and Term Loan Agreement and Related
Agreements.





The
Company entered into a Revolving Credit and Term Loan Agreement on February 21,
2007 with ComVest Capital LLC (“ComVest”), which was substantially modified on
June 30, 2008, under which ComVest agreed to loan up to $9,500,000 under a
revolving credit note (“Credit Note”) and $3,000,000 under a convertible term
note (“Term Note”) and Lapolla agreed to issue certain warrants (“Warrants”) to
ComVest and register the underlying shares issuable under the Term Note and the
Warrants. Per applicable rules, the modified debt instruments were recorded at a
discount. The resulting discounts are being amortized to interest expense using
the effective interest method over the term of the agreements. The balance
outstanding under the Credit Note was $8,530,191 with unamortized discount of
$587,048 and the Term Note was $2,750,000 with unamortized discount of $358,502,
at September 30, 2009. See
Liquidity and Capital Resources section for more information (Credit Note and
Term Note mature on August 31, 2010).





Note
8.  Derivatives and Fair Value.





The
Company evaluated the embedded conversion feature associated with the Term Note
and associated Warrants to purchase common stock during the first quarter of
2009.  The Company concluded these instruments were required to be
accounted for as derivatives as of January 1, 2009 due to the down round
protection feature on the conversion price and the exercise
price.  The Company records the fair value of these derivatives on its
balance sheet at fair value with changes in the values of these derivatives
reflected in the statements of operations as “Gain (loss) on derivative
liabilities.”  These derivative instruments are not designated as
hedging instruments and are disclosed on the balance sheet under Derivative
Liabilities. At September 30, 2009, all of the Company’s derivative liabilities
were categorized as Level 3 fair value assets and the fair value was
estimated by management to be $490,774.





Note
9.  Note Payable – Related Party.





On
September 30, 2009, the Company entered into a Promissory Note in favor of the
Chairman of the Board for $5,100,000, bearing interest at seven percent (7%) per
annum, with principal to be paid on December 31, 2011 (“Related Party Note”).
Prior to establishment of the Related Party Note, the Company owed the Chairman
$5,100,000 which was advanced during 2008 and 2009 for working capital and
previously classified as Loans Payable – Related Party. The Related Party Note
memorialized the cancellation of the demand nature of the $5,100,000
indebtedness owed by the Company to the Chairman and established a repayment
date and condition of prepayment in the event the Company achieved a financing.
The Related Party Note is subordinate to ComVest’s Credit Note and Term Note and
Board approval is required for any repayment. See alsoNote 6 – Loans Payable - Related Party.


Note
10.  Net Income (Loss) Per Common Share – Basic and
Diluted.





The
following table reflects the computation of basic and diluted net income (loss)
per common share for the:





Three
      Months Ended
              September 30,
            
            
            Nine
      Months Ended
              September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Amount
            
            
            Amount
            
            
            Amount
            
            
            AmountNet
      Income (Loss)
            
            $
            410,693
            
            
            $
            25,371
            
            
            $
            (1,954,477
            )
            
            $
            (1,025,105
            )Net
      Income (Loss) Per Share-Basic
            
            $
            0.006
            
            
            $
            0.0004
            
            
            $
            (0.031
            )
            
            $
            (0.017
            )Weighted
      Average Common Shares Outstanding
            
            
            63,944,803
            
            
            
            62,944,803
            
            
            
            63,944,803
            
            
            
            59,722,800Net
      Income (Loss) Per Share-Diluted
            
            $
            0.006
            
            
            $
            0.0004
            
            
            $
            (0.031
            )
            
            $
            (0.017
            )Weighted
      Average Common Shares Outstanding
            
            
            73,806,998
            
            
            
            67,043,657
            
            
            
            63,944,803
            
            
            
            59,722,800Dividends
      on Preferred Stock
            
            
            (206,080
            )
            
            
            (206,080
            )
            
            
            (611,520
            )
            
            
            (613,760
            )Net
      Income (Loss) Available to Common Stockholders
            
            $
            204,613
            
            
            $
            (180,709
            )
            
            $
            (2,565,997
            )
            
            $
            (1,638,865
            )Net
      Income (Loss) Per Share-Basic
            
            $
            0.003
            
            
            $
            (0.003
            )
            
            $
            (0.040
            )
            
            $
            (0.027
            )Weighted
      Average Common Shares Outstanding
            
            
            63,944,803
            
            
            
            62,944,803
            
            
            
            63,944,803
            
            
            
            59,722,800Net
      Income (Loss) Per Share-Diluted
            
            $
            0.003
            
            
            $
            (0.003
            )
            
            $
            (0.040
            )
            
            $
            (0.027
            )Weighted
      Average Common Shares Outstanding
            
            
            73,806,998
            
            
            
            62,944,803
            
            
            
            63,944,803
            
            
            
            59,722,800





For the
three month periods ended September 30, 2009 and 2008, the securities that could
potentially dilute net income per share in the future that were included in the
computation of diluted net income per common share – diluted were (i) 3,571,429
and 3,896,104 shares issuable upon conversion of the Convertible Term Note, (ii)
2,500,000 and 2,500,000 shares issuable upon exercise of warrants, (iii) 908,640
and 499,164 shares issuable upon exercise of vested and exercisable stock
options, and (iv) 2,250 and 2,250 shares issuable upon conversion of Series A
Preferred Stock, respectively.  For the nine month periods ended
September 30, 2009 and 2008, basic and diluted net (loss) per share are the same
since (a) the Company has reflected net losses for all periods presented and (b)
the potential issuance of shares of the Company would be antidilutive. The
securities that could potentially dilute (loss) per common share in the future
that were not included in the computation of diluted (loss) per share were (i)
3,571,429 and 3,896,104 shares issuable upon conversion of the Convertible Term
Note, (ii) 2,500,000 and 2,500,000 shares issuable upon exercise of warrants,
(iii) 908,640 and 499,164 shares issuable upon exercise of vested and
exercisable stock options, and (iv) 2,250 and 2,250 shares issuable upon
conversion of Series A Preferred Stock, for the nine month periods ended
September 30, 2009 and 2008, respectively.





6
 Index





LAPOLLA
INDUSTRIES, INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED-CONTINUED)





Note
11.   Business Segment Information.





The
Company is a national manufacturer and supplier operating two segments based on
manufacturing competencies: Foam and Coatings. The Company consolidated and
restructured its segments at December 31, 2008 and prior periods have been
reclassified to reflect the change. The accounting policies of the segments are
the same as those described in the summary of significant accounting policies.
The Company allocates resources to segments and evaluates the performance of
segments based upon reported segment sales. Administrative expenses are
allocated to both segments. Unallocated costs reflect certain corporate expenses
(including a certain portion of non-cash items such as share based compensation
and the amortization of discounts related to certain debt instruments),
insurance, investor relations, and gains and losses related to the disposal of
corporate assets or extinguishments of liabilities and are included in Unallocated Amounts. There
are no intersegment sales or transfers.





Reportable
Segments





The
following table includes information about our reportable segments for
the:





Three
      Months Ended September 30,2009
            
            
            2008Foam
            
            
            Coatings
            
            
            Totals
            
            
            Foam
            
            
            Coatings
            
            
            TotalsSales
            
            $
            11,895,900
            
            
            $
            2,126,790
            
            
            $
            14,022,690
            
            
            $
            10,983,173
            
            
            $
            2,897,047
            
            
            $
            13,880,220Cost
      of Sales
            
            
            8,600,507
            
            
            
            1,714,057
            
            
            
            10,314,564
            
            
            
            8,889,817
            
            
            
            2,409,677
            
            
            
            11,299,494Gross
      Profit
            
            
            3,295,393
            
            
            
            412,733
            
            
            
            3,708,126
            
            
            
            2,093,356
            
            
            
            487,370
            
            
            
            2,580,726Depreciation
      and Amortization
            
            
            108,919
            
            
            
            19,473
            
            
            
            128,392
            
            
            
            82,294
            
            
            
            21,707
            
            
            
            104,000Interest
      Expense
            
            
            302,093
            
            
            
            54,009
            
            
            
            356,103
            
            
            
            257,759
            
            
            
            67,989
            
            
            
            325,748Segment
      Profit
            
            
            1,213,702
            
            
            
            99,238
            
            
            
            1,312,940
            
            
            
            624,745
            
            
            
            104,735
            
            
            
            729,480Segment
      Assets (1)
            
            
            17,660,996
            
            
            
            4,480,263
            
            
            
            22,141,259
            
            
            
            18,816,427
            
            
            
            5,599,413
            
            
            
            24,415,840Expenditures
      for Segment Assets
            
            $
            59,604
            
            
            $
            10,656
            
            
            $
            70,260
            
            
            $
            274,713
            
            
            $
            6,760
            
            
            $
            281,473





Nine
      Months Ended September 30,2009
            
            
            2008Foam
            
            
            Coatings
            
            
            Totals
            
            
            Foam
            
            
            Coatings
            
            
            TotalsSales
            
            $
            29,255,499
            
            
            $
            5,403,373
            
            
            $
            34,658,872
            
            
            $
            26,147,692
            
            
            $
            7,939,257
            
            
            $
            34,086,949Cost
      of Sales
            
            
            21,405,184
            
            
            
            4,305,899
            
            
            
            25,711,083
            
            
            
            21,254,628
            
            
            
            6,013,911
            
            
            
            27,268,539Gross
      Profit
            
            
            7,850,315
            
            
            
            1,097,474
            
            
            
            8,947,789
            
            
            
            4,893,064
            
            
            
            1,925,346
            
            
            
            6,818,410Depreciation
      and Amortization
            
            
            320,862
            
            
            
            59,261
            
            
            
            380,123
            
            
            
            142,581
            
            
            
            43,292
            
            
            
            185,873Interest
      Expense
            
            
            740,026
            
            
            
            136,680
            
            
            
            876,706
            
            
            
            503,537
            
            
            
            152,890
            
            
            
            656,427Segment
      Profit (Loss)
            
            
            982,685
            
            
            
            (112,274
            )
            
            
            870,411
            
            
            
            470,075
            
            
            
            637,764
            
            
            
            1,107,839Segment
      Assets (1)
            
            
            17,660,996
            
            
            
            4,480,263
            
            
            
            22,141,259
            
            
            
            18,390,577
            
            
            
            6,025,264
            
            
            
            24,415,840Expenditures
      for Segment Assets
            
            $
            97,130
            
            
            $
            23,897
            
            
            $
            121,026
            
            
            $
            325,831
            
            
            $
            15,694
            
            
            $
            341,525





The
following are reconciliations of reportable segment profit or loss, including
assets, to the Company’s consolidated totals for the:





Three
      Months Ended
                September 30,
              
              
              Nine
      Months Ended
                September 30,Profit
      or Loss
              
              2009
              
              
              2008
              
              
              2009
              
              
              2008Total
      Profit for Reportable Segments
              
              $
              1,312,940
              
              
              $
              729,480
              
              
              $
              870,411
              
              
              $
              1,107,839Unallocated
      Amounts:Corporate
      Expenses (2)
              
              
              (902,247
              )
              
              
              (704,109
              )
              
              
              (2,824,888
              )
              
              
              (2,132,944
              )Income
      (Loss) Before Income Taxes
              
              $
              410,693
              
              
              $
              25,371
              
              
              $
              (1,954,477
              )
              
              $
              (1,025,105
              )
  Assets
              
              September 30,
                2009
              
              
              December 31,
                2008Total
      Assets for Reportable Segments (1)
              
              $
              22,141,259
              
              
              $
              22,174,105Other
      Unallocated Amounts (3)
              
              
              1,145,509
              
              
              
              755,621Consolidated
      Total
              
              $
              23,286,767
              
              
              $
              22,929,726




(1)
            Segment
      assets are the total assets used in the operation of each
      segment.


(2)
            Includes
      some non-cash items such as share based compensation, amortization of debt
      discounts, and derivative
liabilities.


(3)
            Includes
      corporate assets which are principally cash and cash
      equivalents.




Note
12.   Subsequent Events.
 
 The
Company has evaluated subsequent events up through November 2, 2009, the date of
the filing of this report with the SEC.




7
 Index





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





Overview





This
financial review presents our operating results for the three and nine months
ended September 30, 2009 and 2008, and our financial condition at September 30,
2009. Except for the historical information contained herein, the following
discussion contains forward-looking statements that are subject to known and
unknown risks, uncertainties and other factors that may cause our actual results
to differ materially from those expressed or implied by such forward-looking
statements. We discuss some of these risks, uncertainties and other factors
throughout this report and provide a reference to additional risks under the
caption “Risk Factors” in Item 1A of Part II below. In addition, the
following review should be read in connection with the information presented in
our consolidated financial statements and the related notes for the year ended
December 31, 2008 and quarters ended March 31, 2009 and June 30,
2009.





Outlook





Lapolla’s
outlook remains positive through these challenging economic
times.  Foam sales continue to drive our focus and
growth.  Insulation foam, other than roofing, continues to outpace the
current uncertain economy primarily due to high energy costs and increasing
consumer awareness of its energy cost savings. We have focused much of our
resources on foam technology through formulations, testing, approvals and
credentials.  For the nine month period ended September 30, 2009, Foam
segment sales have increased by 12%, gross profit by 60%, and insulation foam
within this segment has grown by over 27%, compared to the same period in 2008.
International sales, including Canada, are impacting foam sales and are expected
to play a much larger role in the foreseeable future. Although commercial
roofing is down, directly affecting our roofing foam and coating sales, the
Company believes pent up demand and growth opportunities exist which will likely
result in increased sales volumes in the near term.





Performance
for the Three Months Ended September 30, 2009 compared to the Three Months Ended
September 30, 2008





Overall
Results of Operations





Sales





The
following is a summary of sales for the three months
ended September 30:





2009
            
            
            2008Sales
            
            $
            14,022,690
            
            
            $
            13,880,220





Our sales
increased $142,470, or 1.0%, compared to the same period in 2008, due to an
increase in sales in our Foam segment offset by a decrease in our Coatings
segment. Although uncertain economic conditions persisted which served to limit
our aggressive growth during the third quarter, we believe pent up demand for
energy efficient products will likely accelerate due to current economic
recovery indicators as well as rapidly growing awareness of government
incentives for insulation in the American Recovery and Reinvestment Act of 2009
(“ARRA”). As the building industry recovers, Lapolla remains positioned to
capitalize on the public’s need for cost savings related to energy
use.





Cost
of Sales





Cost of
sales decreased $984,930, or 8.7%, compared to the same period in 2008, due to
favorable raw material pricing with key vendor strategic alliances from
increased purchasing power in our Foam segment and lower sales volume in our
Coatings segment.





Gross
Profit





Our gross
profit increased $1,127,400, or 43.7%, compared to the same period in 2008, due
to favorable raw material pricing in our Foam segment. Gross margin percentage
increased by 7.9% compared to same period in 2008 due to price declines in key
raw materials from increased purchasing power and lower freight costs in both
segments.





Operating
Expenses





Our total
operating expenses are comprised of selling, general and administrative
expenses, or SG&A, professional fees, depreciation, amortization of other
intangible assets, consulting fees, interest expense, interest expense – related
party, interest expense – amortization of discounts, (gain) loss on
extinguishment of debt, (gain) loss on derivative liability, and other (income)
expense. These total operating expenses increased $742,078, or 29%, compared to
the same period in 2008, due to an increase of $734,491 for SG&A, $5,644 for
professional fees, $14,764 for depreciation, $12,338 for amortization of other
intangible assets, $11,218 for consulting fees, $177,652 for interest expense,
$64,079 for interest expense – related party, and $36,143 for interest expense –
amortization of discounts, offset by an increase of $70,833 for other income and
a $243,419 gain on derivative liability.





8
 Index





SG&A
increased $734,491, or 39%, compared to the same period in 2008, due to an
increase of $36,634 in corporate expenses, $91,672 in distribution/warehouse
expenses, $86,560 in insurances, $176,458 in marketing and promotions, $201,043
in payroll and related employee benefits, $58,138 in sales commissions, $361,781
in share based compensation, and $16,792 in travel and travel related services,
offset by a decrease of $17,281 in advertising, $130,258 in bad debts, $43,952
in investor relations, and $103,094 in rents.





Professional
fees increased $5,644, or 6%, compared to the same period in 2008.





Depreciation
expense increased $14,764, or 25%, compared to the same period in 2008, due
primarily to an increase in depreciable assets.





Amortization
of other intangible assets expense increased $12,338, or 22%, compared to the
same period in 2008, due primarily to an increase in amortizable
assets.





Consulting
fees increased $11,218, or 41%, compared to the same period in 2008, due to
primarily to fees for outside professional services for financial and investment
banking services.





Interest
expense increased $177,652, or 79%, compared to the same period in 2008, due
primarily to an increase in the interest from the capital utilized from our
ComVest credit instruments.





Interest
expense – related party increased $64,079, or 502%, compared to the same period
in 2008, due to an increase in the capital utilized from the Chairman of the
Board’s continuing financial commitment to the Company.





Interest
expense – amortization of discount increased $36,143, or 18%, compared to the
same period in 2008, due to the modification of our ComVest credit instruments
in June 2008.





Gain on
derivative liability was $243,419 compared to $-0- in the same period in 2008,
due to a change in the fair value of our ComVest credit instruments
derivatives.





Other
income increased $70,833, or 1,493%, compared to the same period in 2008, due to
an increase in royalty payments from the divestiture of our retail coatings
business and a gain on the sale of an asset.





Net
Income





Net
income increased $385,322, or 1,518%, compared to the same period in 2008 due to
increased sales volumes in our Foam segment, gross margin percentage increases
in both of our segments, and a gain on derivative liability.  Net
income per share increased $0.006, or 1,493%, compared to the same period in
2008.





Net
income available to common stockholders and related income per share were
$204,613 and $0.003 compared to a net loss available to common stockholders and
related loss per share which were $180,709 and $0.003 for the same period in
2008. Accrued dividends on our outstanding Series D Preferred Stock were
$206,080 for both the current and prior comparable period.





Results
of Business Segments





The
following is a summary of sales by segment for the three months
ended September 30:





Segments
            
            2009
            
            
            2008Foam
            
            $
            11,895,900
            
            
            $
            10,983,173Coatings
            
            
            2,126,790
            
            
            
            2,897,047





Foam
sales increased $912,727, or 8.3%, compared to the same period in 2008, due to
increased insulation foam sales volumes and related equipment, partially offset
by a decrease in commercial roofing foam. Cost of sales decreased $289,310, or
3.3%, compared to the same period in 2008, due to favorable raw material pricing
with key vendor strategic alliances from increased purchasing power and lower
commercial roofing foam sales volumes. Gross profit increased $1,202,037, or
57.4%, compared to the same period in 2008. Foam segment profit increased
$588,957, or 94.3%, compared to the same period in 2008, due to a substantial
gross margin percentage increase of 8.6 percentage points due to favorable raw
material prices from increased purchasing power, partially offset by higher
marketing costs.





Coatings
sales decreased $770,257, or 26.6%, with a corresponding decrease in our cost of
sales of $695,620, or 28.9%, due primarily to a decline in commercial demand.
Gross profit decreased $74,637, or 15.3%, compared to the same period in 2008,
due to lower sales volumes. Coatings segment profit decreased $5,497, or 5.2%,
compared to the same period in 2008.





9
 Index





Performance
for the Nine Months Ended September 30, 2009 compared to the Nine Months Ended
September 30, 2008





Overall
Results of Operations





Sales





The
following is a summary of sales for the nine months ended
September 30:





2009
            
            
            2008Sales
            
            $
            34,658,872
            
            
            $
            34,086,949





Our sales
increased $571,923, or 1.7%, compared to the same period in 2008, due primarily
to an increase in foam and related equipment sales in our Foam segment,
partially offset by a decrease in coatings sales in our Coatings segment.
Insulation foam market share gains in our Foam segment continue as consumers and
builders alike recognize the economic advantages foam provides compared to less
energy-efficient conventional insulation products, such as fiberglass. We remain
strategically positioned for further market share gains in the near term as high
energy costs continue to adversely affect consumers.





Cost
of Sales





Cost of
sales decreased $1,557,456, or 5.7%, compared to the same period in 2008, due to
favorable raw material pricing with key vendor strategic alliances from
increased purchasing power in our Foam segment and lower sales volumes in our
Coatings segment, offset by higher sales volumes in our Foam
segment.





Gross
Profit





Our gross
profit increased $2,129,379, or 31.1%, compared to the same period in 2008, due
to improved margins associated with favorable raw material pricing from
increased purchasing power. Gross margin percentage increased by 5.8% compared
to same period in 2008 due primarily to increased purchasing power and decreased
freight costs in both segments.





Operating
Expenses





Our total
operating expenses are comprised of SG&A, professional fees, depreciation,
amortization of other intangible assets, consulting fees, interest expense,
interest expense – related party, interest expense – amortization of discounts,
(gain) loss on extinguishment of debt, (gain) loss on derivative liability, and
other (income) expense. These total operating expenses increased $3,058,750, or
39%, compared to the same period in 2008, due to an increase of $1,887,725 for
SG&A, $79,714 for depreciation, $136,120 for amortization of other
intangible assets, $90,446 for consulting fees, $395,720 for interest expense,
$101,172 for interest expense – related party, and $381,285 for interest expense
– amortization of discounts, offset by a decrease of $75,549 for professional
fees, an increase of $20,201 for other income, a $399,515 gain on derivative
liability, and no gain on extinguishment of debt (we had a gain on
extinguishment of debt of $481,833 in the comparable 2008 period).





SG&A
increased $1,887,725, or 28%, compared to the same period in 2008, due to an
increase of $28,461 in advertising, $660,915 in bad debts, $243,083 in
distribution/warehouse expenses, $165,465 in insurances, $366,379 in marketing
and promotions, $1,047,716 in payroll and related employee benefits, and
$127,240 in travel and travel related services, offset by a decrease of $50,942
in corporate expenses, $139,576 in investor relations, $40,205 in rents, $78,836
in sales commissions, and $441,975 in share based compensation expense. The
increases in our SG&A primarily relate to expenses attributable to our
acquisition of certain assets and liabilities from AirTight Marketing and
Distribution, Inc. on July 1, 2008 (“AirTight” and “Asset Purchase”) and an
increase in our bad debts. We did not have any AirTight expenses during the
first six months of 2008. Cost control remains a priority as we continue to
monitor expenses and look to improve cash flow.





Professional
fees decreased $75,549, or 15%, compared to the same period in 2008, due to a
decrease in legal fees, partially offset by an increases in auditing and
auditing related services.





Depreciation
expense increased $79,714, or 57%, compared to the same period in 2008, due
primarily to an increase in depreciable assets acquired in the AirTight Asset
Purchase.





Amortization
of other intangible assets expense increased $136,120, or 202%, compared to the
same period in 2008, due primarily to an increase in amortizable assets acquired
in the AirTight Asset Purchase.





10
 Index





Consulting
fees increased $90,446, or 144%, compared to the same period in 2008, due to
fees for outside professional services for financial and investment banking
services.





Interest
expense increased $395,720, or 74%, compared to the same period in 2008, due
primarily to an increase in the interest from the capital utilized from our
ComVest credit instruments.





Interest
expense – related party increased $101,172, or 180%, compared to the same period
in 2008, due to an increase in capital utilized from the Chairman of the Board’s
continuing financial commitment to the Company.





Interest
expense – amortization of discount increased $381,285, or 132%, compared to the
same period in 2008, due to the modification of our ComVest credit instruments
in June 2008.





Gain on
derivative liability was $399,515 compared to $-0- in the same period in 2008,
due to a change in the fair value of our ComVest credit instruments
derivatives.





Other
income increased $20,201, or 36.5%, compared to the same period in 2008, due to
an increase in royalty payments from the divestiture of our retail coatings
business and a gain on the sale of an asset.





Net
Loss





Net loss
increased $929,372, or 90.6%, compared to the same period in 2008, as higher
operating expenses relating to the AirTight Asset Purchase and the increase in
bad debts relating to the current economic conditions were not present in the
prior comparable period.  Gross margin percentage increases in both of
our segments served to limit our net loss for the period. Net loss per share
increased $0.014, or 82.3%, compared to the same period in 2008.





Net loss
available to common stockholders increased $927,132, or 56.6%, compared to the
same period in 2008.  Net loss per share available to common
stockholders increased $0.013, or 48.1%, compared to the same period in 2008.
Accrued dividends on our outstanding Series D Preferred Stock were $611,520
compared to $613,760 in the prior comparable period in 2008.





Results
of Business Segments





The
following is a summary of sales by segment for the nine months ended
September 30:





Segments
            
            2009
            
            
            2008Foam
            
            $
            29,255,499
            
            
            $
            26,147,692Coatings
            
            
            5,403,373
            
            
            
            7,939,257





Foam
sales increased $3,107,807, or 11.9%, compared to the same period in 2008, due
to increased wall foam insulation and related equipment sales volumes, partially
offset by decreased sales volumes in commercial roofing foam. Cost of sales
increased $150,556, or 0.7%, compared to the same period in 2008, due to higher
sales volumes. Gross profit increased $2,957,251, or 60.48%, compared to the
same period in 2008, primarily due to favorable raw material pricing with key
vendor strategic alliances from increased purchasing power and lower freight
costs. Foam segment profit increased $512,610, or 109%, compared to the same
period in 2008, due to a substantial gross margin percentage increase of 8.1
percentage points due to favorable raw material pricing from increased
purchasing power, partially offset by higher marketing costs and bad
debts.





Coatings
sales decreased $2,535,884, or 31.9%, with a corresponding decrease in our cost
of sales of $1,708,012, or 28.4%, due primarily to a decline in commercial
demand. Gross profit decreased $827,872, or 43%, compared to the same period in
2008, due to lower sales volumes. We had a segment loss of $112,274 compared to
a segment profit of $637,764 for the same period in 2008. Pent up coatings
demand is expected to resurge in the near term as the commercial building market
recovers from the current economic slump.





11
 Index





Liquidity
and Capital Resources





Net cash
used in our operations was $3,185,679 for the nine months ended September 30,
2009 compared to $6,279,211 for the same period in 2008. The cash used in
operations for the nine months ended September 30, 2009 was attributable to our
net income for the period, including the effect of adjustments to reconcile net
income to cash used in operating activities and adjusting for non-cash items,
offset by increases in cash, trade receivables, deposits and other non current
assets, and accrued expenses and other current liabilities, and decreases in
inventories, prepaid expenses and other current assets, accounts payable, and
other liabilities. The marked improvement in our gross profit and gross margin
percentage in the three and nine months ended September 30, 2009 was a result of
favorable raw material pricing with key vendor strategic alliances from
increased purchasing power. Our operating cash flow has improved substantially
due to increased sales volumes at higher profit margins from increased
purchasing power. The Company believes the cash generated from operating cash
flow is sufficient to meet its continuing working capital requirements. Although
our ComVest credit facility debt matures in August 2010, the Company is seeking
to extend the ComVest credit facility on favorable terms or raise capital from
private placements of debt or common or preferred stock from accredited
sophisticated investors to replace it with a new credit facility by the date of
its maturity. If we are unable to refinance our ComVest credit facility or
obtain new financing by August 31, 2010, our Company may be adversely affected.
We have relied in the past on the financial commitment of the Chairman for funds
to meet our working capital shortfalls when required and the Chairman has
committed to Management to continue this practice for the near
term.


Net cash
used in investing activities was $156,331 for the nine months ended September
30, 2009 compared to $113,520 for the same period in 2008, for vehicles,
computers and software, trade show displays, and for machinery and
equipment.





Net cash
provided by financing activities was $3,899,872 for the nine months ended
September 30, 2009 compared to $6,396,262 for the same period in 2008. We made
principal repayments of $250,000 on our ComVest Term Note, $130,128 on our long
term debt, received proceeds of $200,000 from our Chairman of the Board for
working capital, and paid $20,000 for Series D Preferred Stock dividends in the
nine months ended September 30, 2009.





Item
3.  Quantitative and Qualitative Disclosures About
Market Risk.





We do not
issue or invest in financial instruments or their derivatives for trading or
speculative purposes. Although we maintain limited operations in Canada, our
operations are primarily conducted in the United States, and, as such, we are
not subject to material foreign currency exchange risks. We have outstanding
debt and related interest expense, however, market risk in interest rate
exposure in the United States and Canada is currently not material to our
operations.  We utilize letters of credit, where appropriate, to
mitigate any risk of collection in our business outside of the United States and
Canada.





Item
4.  Controls and Procedures.





Quarterly
Evaluation





We
carried out an evaluation, under the supervision and with the participation of
our management, including our Principal Executive Officer and our Principal
Financial Officer, of the effectiveness of our disclosure controls and
procedures as of September 30, 2009, the end of the quarterly period covered by
this report. Based on the foregoing, our Principal Executive Officer and our
Principal Financial Officer concluded that, as of September 30, 2009, our
disclosure controls and procedures were effective.





Changes
in Internal Controls





There
were no changes in our internal controls over financial reporting during the
third quarter of 2009 that materially affected, or were reasonably likely to
materially affect, our internal control over financial reporting. There has been
no change in our internal controls over financial reporting that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting subsequent to the date of this report.





PART
II — OTHER INFORMATION




Item 1.  Legal
Proceedings.





The
disclosures set forth under Part I, Item 3, “Legal Proceedings” in our
Annual Report on Form 10-K for the year ended December 31, 2008, and Part II,
Item 1, “Legal Proceedings” in our Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2009 and June 30, 2009, are incorporated in their
entirety herein by this reference.





Various Lawsuits and Claims Arising
in the Ordinary Course of Business





We are
involved in various lawsuits and claims arising in the ordinary course of
business, which are, in our opinion, immaterial both individually and in the
aggregate with respect to our consolidated financial position, liquidity or
results of operations.





12
 Index





Item 1A.  Risk
Factors.





The
disclosures set forth under Part I, Item 1A, “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2008 are incorporated
in their entirety herein by this reference.




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





None.





Item
3.  Defaults Upon Senior Securities.




None.





Item
4.  Submission of Matters to a Vote of Security
Holders.




None.





Item 5.  Other
Information.





None.





Item
6.  Exhibits.




See Index
of Exhibits on Page 15.





13
 Index





SIGNATURES





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





LAPOLLA
      INDUSTRIES, INC.Date: 
      November 2, 2009
            
            By:   /s/  Douglas J. Kramer,
      CEOName 
      Douglas J. KramerTitle:   CEO
      and PresidentLAPOLLA
      INDUSTRIES, INC.Date: 
      November 2, 2009
            
            By:  /s/  Michael T. Adams,
      PFOName:  
      Michael T. AdamsTitle:    
      Principal Financial Officer




14
 Index





INDEX
OF EXHIBITS





Exhibit
      Number
            
            Description10.1
            
            Promissory
      Note dated September 30, 2009 from the Company to Richard J.
      Kurtz.31.1
            
            Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
            
            Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32
            
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      § 906 of Sarbanes-Oxley Act of
2002.







15