-----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, RkDDOd00YoZ+UNuVXL/Biq2paIJls2L2dev7atRfhQeraLSc2K6dlIXFiusXeaN7 nCGg5K7Rtlyy8ZlcCKhOIg== 0000849401-04-000008.txt : 20041119 0000849401-04-000008.hdr.sgml : 20041119 20041119150931 ACCESSION NUMBER: 0000849401-04-000008 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041119 DATE AS OF CHANGE: 20041119 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: 041157683 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 q93004.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 September 30, 2004 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 October 25, 2004 1 ADM TRONICS UNLIMITED, INC. INDEX Page Number Part I. Financial Information Item 1. Consolidated Financial Statements: Consolidated Balance Sheets - September 30, 2004 and March 31, 2004 3 Consolidated Statements of Operations - For the three months and six months ended September 30, 2004 and 2003 4 Consolidated Statement of Changes in Stockholders' Equity - For the six months ended September 30, 2004 4 Consolidated Statements of Cash Flows - For the six months ended September 30, 2004 and 2003 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 2 ADM TRONICS UNLIMITED, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) SEPTEMBER MARCH ASSETS 30, 2004 31, 2004 Current assets: Cash and equivalents $2,161,390 $ 90,081 Accounts receivable - trade, less allowance for doubtful accounts of $4,593 124,988 118,433 Inventories: Raw materials and supplies 105,034 159,497 Finished goods 35,445 63,438 Equipment held for sale 343,101 388,715 Other current assets 39,133 32,993 Total current assets 2,809,091 853,157 Property and equipment - at cost, net of accumulated depreciation of $267,930 and $268,353, respectively 11,329 8,887 Equipment in use and under lease agreements - At cost net of accumulated depreciation of $821,731 and $758,330, respectively 116,494 179,895 Loan receivable from officer, bearing interest at 3% per annum, unsecured 49,188 49,188 Deferred financing costs and other assets 425,246 56,433 Total assets 3,411,348 1,147,560 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable - trade $ 124,985 $ 159,798 Accrued expenses and other current liabilities 91,723 51,340 Total current liabilities 216,708 211,138 Unsecured Convertible 6% Notes Payable 2,687,500 - Note payable, long-term 135,000 135,000 Total long term liabilities 2,822,500 135,000 Stockholders' equity 372,140 801,422 Total liabilities and stockholders' equity $3,411,348 $1,147,560 3 ADM TRONICS UNLIMITED, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2004 2003 2004 2003 Revenues $267,686 $321,475 $652,983 $ 593,783 Costs and expenses: Cost of sales 196,191 172,321 365,770 331,574 Selling, general and administrative 564,634 182,621 756,441 343,254 Total costs and expenses 760,825 354,942 1,122,211 674,828 Operating loss (493,139) (33,467) (469,228) (81,045) Other income: Interest and other income 39,879 77 39,946 166 Net loss (453,260) (33,390) (429,282) (80,879) Net loss per share $(0.009) $(0.001) $(0.008) $(0.002) ADM TRONICS UNLIMITED, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2004 (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 Balances - March 31, 2004 - 51,882,037 $25,941 $6,813,368 $(6,037,887) $801,422 Net loss for the period ended September 30, 2004 (429,282) (429,282) Balances - September 30, 2004 - 51,882,037 $25,941 $6,813,368 $(6,467,169) $372,140 4 ADM TRONICS UNLIMITED, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED SEPTEMBER 30, 2004 2003* Cash flows from Operating activities: Net loss $ (429,282) $( 80,879) Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 69,174 77,505 Changes in operating assets and liabilities: Accounts receivable - trade (6,555) (11,701) Inventories 128,070 75,107 Other current assets (6,140) (600) Other assets 1,527 3,507 Accounts payable - trade (34,813) (16,296) Accrued expenses and other 40,383 (20,689) Net cash flows provided by (used in) operating activities (237,636) 25,954 Cash flows from Investing activities: Purchases of fixed assets (8,215) - Net cash flows provided by (used in) investing activities (8,215) - Cash flows from Financing activities: Gross proceeds from private placement offering - notes payable, $2,687,500 - Costs of private placement offering (370,340) - Net cash provided by Financing activities $2,317,160 - Net change in cash and cash equivalents $2,071,309 $ 25,954 Cash and cash equivalents--beginning of period $ 90,081 $ 49,765 Cash and cash equivalents--end of period $2,161,390 $ 75,719 Supplemental disclosure of cash flow activities: Interest paid - - *reclassified 5 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, 2004 (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 in the United States 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: Six Months Ended September 30, 2004: CHEMICAL MEDICAL TOTAL Revenues from external customers 436,486 216,497 652,983 Segment profit (loss) 26,196 (495,424) (469,228) Six Months Ended September 30, 2003: Revenues from external customers 466,747 127,036 593,783 Segment profit (loss) (58,543) (22,502) (81,045) Three Months Ended September 30, 2004: Revenues from external customers 196,529 71,157 267,686 Segment profit (loss) (7,917) (485,222) (493,139) Three Months Ended September 30, 2003: Revenues from external customers 225,530 95,945 321,475 Segment profit (loss) (35,299) 1,832 (33,467) Note 3. Private Placement Offering a) The Company is in the process of a private placement offering with regard to its subsidiary, Ivivi Technologies, Inc., formerly known as AA Northvale Medical Associates, Inc. ("Ivivi"), of up to 35 Units for an aggregate price of $3,500,000. Each Unit consists of a i) $100,000 Joint Unsecured 6 Convertible Note payable on December 31, 2009, ii) one Class A Common Stock Purchase Warrant of the Company, and iii) one Class A Common Stock Purchase Warrant of Ivivi. Investors may exercise either warrant, but not both. Those warrants which are non-exercised must be surrendered to either the Company or Ivivi. The Joint unsecured 6% Convertible Notes may be converted into Common Stock of Ivivi or Common Stock of the Company at a conversion price as defined in the private placement memorandum. Management has not assigned any value to the warrants. As of September 30, 2004 the Company has raised $2,687,500 of 6% Convertible Notes Payable from such offering of which approximately $370,000 were for costs incurred in raising such funds. These costs have been deferred and included in other assets. The conversion feature of the notes and the exercise of the warrants is allowed through November, 2009. It is anticipated by management that the holders of the notes will convert the notes payable into either common stock of Ivivi or of the Company in the near future. If the noteholders convert the notes to common stock, the costs of such financing will be charged to the capital in excess of par value account. If the notes are not converted, then such costs will be amortized over the term of the notes. Selling, general and administrative expenses for the three-month period ended September 30, 2004 include the compensation for Ivivi's new management team which has been employed to develop, expand and market Ivivi's business which is principally the SofPulse medical device technology and the expenses related thereto. In connection with the private placement offering, Ivivi is planning to file a Registration Statement with the Securities and Exchange Commission for its common stock. There is a mandatory conversion of the notes into the common stock of Ivivi upon the effectiveness of such registration. Reference is made to the Company's Current Report on Form 8K dated August 31, 2004. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources At September 30, 2004 the Company had cash and equivalents of $2,161,390 as compared to $90,081 at March 31, 2004. This increase was the result of proceeds received by the Company from a private placement financing offset by costs of such financing and by cash used in operations. Operating Activities Net cash flows used in operating activities was $237,636 for the six months ended September 30, 2004 as compared to net cash flow provided by operating activities of $25,954 for the six months ended September 30, 2003. This increase was primarily due to increased costs related to the Company's medical device subsidiary's expansion of personnel and increased other operational expenses related thereto. 7 Investing Activities The Company purchased fixed assets of $8,215 during the period. Financing Activities The Company has received net proceeds of $2,317,160 from a private placement offering of Unsecured Convertible Notes and Warrants for the Company's and a subsidiary's common stock. The Company does not have any material external sources of liquidity or unused sources of funds. Results of Operations Quarter Ended September 30, 2004 Revenues Revenues were $267,686 in 2004 as compared to $321,475 in 2003 representing a decrease of $53,789 or 17%. This decrease was the result of a decrease in revenues from the Company's medical electronic activities of $24,788 and a decrease in chemical revenues of $29,001. Gross Profit Gross profit of $71,495 in 2004 was $77,659 below the gross profit of $149,154 in 2003. Gross profit was 27% of revenues in 2004 as compared with 46% of revenues in 2003. The decrease in gross profit margin was primarily due to the product mix of sales with higher sales of products with a lower gross margin. Operating Loss Operating loss in 2004 was $493,139 compared to $33,467 in 2003. Selling, general and administrative expenses increased by $382,013 or 209% in the 2004 period primarily due to significant increases in personnel and overhead expenses of the Company's medical device subsidiary, Ivivi Technologies, Inc. that were funded by the receipt of proceeds from a private placement offering instituted to fund such increased operations. Other Income Other income in 2004 was $39,879 as compared to $77 in 2003. The increase was primarily from payments received pursuant to the settlement of litigation and increased interest income from increased amounts invested. 8 Results of Operations Six Months Ended September 30, 2004 Revenues Revenues were $652,983 in 2004 as compared to $593,783 in 2003 representing an increase of $59,200 or 10%. Revenues from the Company's medical electronics activities increased $89,461 and chemical revenues decreased $30,261. Gross Profit Gross profit of $287,213 in 2004 was $25,004 or 10% higher than the gross profit of $262,209 in 2003. Gross profit was 44% of revenues in 2004 and 2003. Operating Loss Operating loss was $469,228 in 2004 compared to $81,045 in 2003. Selling, general and administrative expenses increased by $413,187 or 120% in 2004 primarily due to significant increases in personnel and overhead expenses of the Company's medical device subsidiary, Ivivi Technologies, Inc. that were funded by the receipt of proceeds from a private placement offering instituted to fund such increased operations. Other Income Other income of $39,946 in 2004 increased $39,780 from $166 in 2003. The increase was primarily from payments received pursuant to the settlement of litigation and increased interest income from increased amounts invested. ITEM 3. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. With the participation of management, the Company's Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures at the conclusion of the three months ended September 30, 2004. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective in ensuring that material information required to be disclosed is included in the reports that it files with the Securities and Exchange Commission. 9 CHANGES IN INTERNAL CONTROLS There were no significant changes in the Company's internal controls or, to the knowledge of management of the Company, in other factors that could significantly affect internal controls subsequent to the date of the Company's most recent evaluation of its disclosure controls and procedures utilized to compile information included in this filing. PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibit No. 31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K. A current report on Form 8-K dated August 31, 2004 was filed during the quarter for which this report is filed and is incorporated herein by reference. 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. (Registrant) By:\s\ Andre' DiMino Andre' DiMino, Chief Executive Officer and Chief Financial Officer Dated: Northvale, New Jersey November 19, 2004 10 EX-31 2 ex31cert302.txt EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Andre' Di Mino, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of ADM Tronics Unlimited, Inc. for the period ended September 30, 2004 (the "Quarterly Report"); 2. Based on my knowledge, this Quarterly Report 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 Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly 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 Quarterly 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-14 and 15d-14) for the Registrant and have: (a) Designed such disclosure controls and procedures, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this Quarterly Report is being prepared; (b) Evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the "Evaluation Date"); and (c) Presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date. 5. I have disclosed, based on my most recent evaluation, 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 in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; 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. I have indicated in this Quarterly Report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 19, 2004 By: /s/ Andre' Di Mino Andre' Di Mino, Chief Executive Officer and Chief Financial Officer EX-32 3 ex32cert906.txt EXHIBIT 32.1 CERTIFICATION 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 September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Andre' Di Mino, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 19, 2004 By: /s/ Andre' Di Mino Andre' Di Mino Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----