-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LV18uqDGYLj/TNZHERNKT9RLbKl0nycGuG4YM1wEG3FXaIxEQFeDoW2ZzxV1npU1 X/tEI/tJGAo1iXUtkMsScA== 0000849401-04-000001.txt : 20040212 0000849401-04-000001.hdr.sgml : 20040212 20040212165226 ACCESSION NUMBER: 0000849401-04-000001 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADM TRONICS UNLIMITED INC/DE CENTRAL INDEX KEY: 0000849401 STANDARD INDUSTRIAL CLASSIFICATION: ADHESIVES & SEALANTS [2891] IRS NUMBER: 221896032 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-17629 FILM NUMBER: 04592370 BUSINESS ADDRESS: STREET 1: 224 S PEGASUS AVE CITY: NORTHVALE STATE: NJ ZIP: 07647 BUSINESS PHONE: 2017676040 MAIL ADDRESS: STREET 1: 224 S PEGASUS AVE CITY: NORTHVALE STATE: NJ ZIP: 07647 10QSB 1 q123103.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2003 OR [ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File No. 0-17629 ADM TRONICS UNLIMITED, INC. (Exact name of registrant as specified in its Charter) Delaware 22-1896032 (State or Other Jurisdiction (I.R.S. Employer Identifi- of Incorporation or organization) cation Number) 224-S Pegasus Ave., Northvale, New Jersey 07647 (Address of Principal Executive Offices) Issuer's Telephone Number, including area code: (201) 767-6040 Check whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for Such shorter period that the Issuer was required to file such reports), And (2) has been subject to the filing requirements for the past 90 days: YES X NO ______ State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: 51,882,037 shares of Common Stock, $.0005 par value, as of February 4, 2004 ADM TRONICS UNLIMITED, INC. INDEX Page Number Part I. Financial Information Item 1. Consolidated Financial Statements: Consolidated Balance Sheets - December 31, 2003 and March 31, 2003 2 Consolidated Statements of Operations - For the three months and nine months ended December 31, 2003 and 2002 3 Consolidated Statement of Changes in Stockholders' Equity - For the nine months ended December 31, 2003 3 Consolidated Statements of Cash Flows - For the nine months ended December 31, 2003 and 2002 4 Notes to Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6-7 1 ADM TRONICS UNLIMITED, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) DECEMBER MARCH ASSETS 30, 2003 31, 2003 Current assets: Cash and equivalents $ 68,080 $ 49,765 Accounts receivable--trade, less allowance for doubtful accounts of $39,000 76,010 75,622 Inventories: Raw materials and supplies 89,009 201,409 Finished goods 67,669 46,928 Equipment held for sale 390,831 404,771 Other current assets 56,527 57,348 Total current assets 748,126 835,843 Property and equipment at cost, net of accumulated depreciation of $458,764 and $443,184, respectively 8,575 24,155 Equipment in use and under lease agreements, net of accumulated depreciation of $726,598 and $631,365 respectively 211,627 306,860 Loan receivable from officer, bearing interest at 3% per annum, unsecured 49,188 49,891 Other assets 91,507 95,621 Total assets 1,109,023 1,312,370 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable-trade 149,760 200,631 Accrued expenses and other 38,528 59,579 Total current liabilities 188,288 260,210 Notes payable - long term 135,000 135,000 Stockholders' equity 785,735 917,160 Total liabilities and stockholders' equity $1,109,023 $1,312,370 2 ADM TRONICS UNLIMITED, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED DECEMBER 31, DECEMBER 31, 2003 2002 2003 2002 Revenues $237,021 $245,802 $830,803 $674,543 Costs and expenses: Cost of sales 126,425 180,423 457,999 334,650 Selling, general and administrative 187,659 140,092 530,913 663,658 Total costs and expenses 314,084 320,515 988,912 998,308 Operating (loss) (77,063) (74,713) (158,109) (323,765) Other income: Interest and other income 3,770 18,589 3,934 88,032 Net (loss) (73,293) (56,124) (154,175) (235,733) Net (loss) per common share $(0.001) $(0.001) $(0.003) $(0.005) ADM TRONICS UNLIMITED, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE NINE MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED) Preferred Common Shares Shares Capital 5,000,000 150,000,000 in Authorized Authorized excess $.01 Par $.0005 Par of Par Accumulated Value Par Value Value Value Deficit Total Balance, March 31, 2003 - 50,382,037 $25,191 $6,792,118 $(5,900,149) $917,160 Shares issued 1,500,000 750 22,000 22,750 Net loss for the period ended December 31, 2003 (154,175) (154,175) Balances, December 31, 2003 - 51,882,037 $25,941 $6,814,118 $(6,054,324) $785,735 3 ADM TRONICS UNLIMITED, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED DECEMBER 31, 2003 2002 Cash flows from Operating activities: Net (loss) $(154,175) $(235,733) Adjustments to reconcile net (loss) to net cash from operating activities: Depreciation and amortization 110,813 125,386 Value of common stock issued for services rendered 22,000 - Changes in operating assets and liabilities: Accounts receivable (388) 86,958 Inventories 91,659 33,520 Other current assets 821 1,717 Equipment held for sale 13,940 (521) Other assets 4,816 12,315 Accounts payable (50,871) (5,308) Accrued expenses and other (21,050) (32,364) Net cash flows provided by (used in) operating activities 17,565 (14,030) Cash flows from Investing activities: Purchases of property and equipment - (811) Repayments of loan to officer - 3,500 Net cash flows provided by (used in) investing activities - 2,689 Cash flows from Financing activities: Issuance of common stock for cash 750 15,000 Net cash flows provided by financing activities 750 15,000 Net change in cash and cash equivalents $ 18,315 $ 3,659 Cash and cash equivalents--beginning of year $ 49,765 $ 51,565 Cash and cash equivalents--end of period $ 68,080 $ 55,224 Supplemental disclosure of cash flow activities: Interest paid - 4,227 4 ADM TRONICS UNLIMITED, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1-Basis of Presentation: The consolidated balance sheet at the end of the preceding fiscal year has been derived from the audited consolidated balance sheet contained in the Company's annual report on Form 10-KSB for the fiscal year ended March 31, 2003 (the "Form 10-KSB") and is presented for comparative purposes. All other financial statements are unaudited. In the opinion of management, all adjustments which include only normal recurring adjustments necessary to present fairly the financial position, results of operations and changes in financial positions for all periods presented have been made. The results of operations for interim periods are not necessarily indicative of the operating results for the full year. Footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with the published rules and regulations of the Securities and Exchange Commission. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Form 10-KSB. Note 2. Segment Information Information about segment information is as follows: Nine Months Ended December 31, 2003: CHEMICAL MEDICAL TOTAL Revenues from external customers 667,635 163,168 830,803 Segment profit (loss) (83,339) (48,836) (132,175) Nine Months Ended December 31, 2002: Revenues from external customers 606,536 68,007 674,543 Segment profit (loss) 140,280 (95,453) (235,733) Three Months Ended December 31, 2003: Revenues from external customers 200,888 36,133 237,021 Segment profit (loss) (25,022) (26,271) (51,293) Three Months Ended December 31, 2002: Revenues from external customers 220,892 24,910 245,802 Segment profit (loss) 85,105 (141,229) (56,124) 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources At December 31, 2003 the Company had cash and equivalents of $68,080 as compared to $49,765 at March 31, 2003. This increase was the result of net cash flows provided by operating and financing activities of $17,565 and $750, respectively. Operating Activities Net cash flows provided by operating activities aggregated $17,565 for the nine months ended December 31, 2003 as compared to $14,030 used in operating activities for the nine months ended December 31, 2002. Cash flows used in operating activities primarily resulted from the net loss for the period of $154,175 a reduction in accounts payable of $50,871 and accrued expenses of $21,050, collectively offset by a reduction in inventories, equipment and other assets of $92,570, depreciation and amortization of $110,813 and $22,000 the value of common stock issued for services rendered. Investing Activities There were no investing activities for the period. Financing Activities Cash flows provided by financing activities consisted of $750 received from the issuance of common stock. The Company does not have any material external sources of liquidity or unused sources of funds. Results of Operations Quarter Ended December 31, 2003 Revenues Revenues were $237,021 in 2003 as compared to $245,802 in 2002 representing a decrease of $8,781 or 4%. Revenues from the Company's medical electronics activities increased $11,223 and chemical revenues decreased $20,004 in 2003 as compared to 2002 primarily due to the timing of purchases by customers that were influenced by negative weather conditions during the period. Gross Profit Gross profit of $110,596 in 2003 as compared to $65,379 in 2002 was $45,217 or 69% above the gross profit in 2002. Gross profit was 47% of revenues in 2003 as compared with 27% of revenues in 2002. The increase in gross profit margin was primarily due to certain inventory write-offs during 2002 and the maintenance of manufacturing labor overhead with reduced contract manufacturing revenues. 6 Operating (Loss) Operating loss in 2003 was ($77,063) compared to ($74,713) in 2002. Selling, general and administrative expenses increased by $47,567 primarily due to consulting fees, increased legal fees and an increase in certain facility and energy costs. Other Income Other income in 2003 was $3,770 as compared to $15,589 in 2002. The decrease was primarily due to reduced amounts received from a joint venture in 2002. Results of Operations Nine Months Ended December 31, 2003 Revenues Revenues were $830,803 as compared to $674,543 in 2002 representing an increase of $156,260 or 23%. Revenues from the Company's medical electronics activities increased $95,161 and chemical revenues increased $61,099. Gross Profit Gross profit of $372,804 in 2003 as compared to $339,893 in 2002 was $32,911 or 10% higher than the gross profit in 2002. Gross profit was 45% of revenues in 2003 and 50% in 2002. The decrease in gross profit margin is due to the mix in product sales with higher sales of products with a lower gross margin and certain write-offs of inventory at March 31, 2003. Operating (Loss) Operating loss was ($158,109) in 2003 compared to ($323,765) in 2002. Selling, general and administrative expenses decreased by $132,745 due to a reduction in personnel and related overhead expenses offset by an increase in consulting fees. Other Income Other income of $3,934 in 2003 decreased $84,098 from $88,032 in 2002. The decrease was primarily due to a reduction in revenues received from a joint venture in 2003. SIGNATURES 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. ADM Tronics Unlimited, Inc. By:\s\ Andre' DiMino Andre' DiMino, Chief Dated: Northvale, New Jersey Executive Officer and February 12, 2004 Chief Financial Officer 7 EX-99.906 CERT 3 cert992.txt EXHIBIT 99.2 CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of ADM Tronics Unlimited, Inc. (the "Company") on Form 10-QSB for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Andre' Di Mino, as Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods shown in such report. Date: February 12, 2004 By: /s/ Andre' Di Mino Andre' Di Mino Chief Executive Officer And Chief Financial Officer EX-99.CERT 4 cert991.txt EXHIBIT 99.1 CERTIFICATION OF PERIODIC REPORT I, Andre' Di Mino, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of ADM Tronics Unlimited, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am the registrant's only certifying officer and am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 6. I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 12, 2004 By: /s/ Andre' Di Mino Andre' Di Mino, Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----