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, 2006
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.
(Name of Small Business Issuer in its Charter)
Delaware 22-1896032
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification Number)
224 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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)
YES [ ] NO [X]
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:
53,882,037 shares of Common Stock, $.0005 par value,
as of November 20, 2006
1
ADM TRONICS UNLIMITED, INC.
INDEX
Page Number
-----------
Part I. Financial Information
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheet - September 30, 2006 (unaudited) 3
Consolidated Statements of Operations - For the
three months and six months ended September
30, 2006 (unaudited) and 2005 (unaudited and restated) 4
Statement of Stockholders' Deficiency For the
six months Ended September 30, 2006 5
Consolidated Statements of Cash Flows - For the
six months ended September 30, 2006 (unaudited)
and 2005 (unaudited and restated) 6
Notes to Consolidated Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Controls and Procedures 16
Part II. Other Information
Item 1. Legal Proceedings 17
Item 6. Exhibits 18
2
ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
September 30, 2006
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 379,039
Accounts receivable, net of allowance for doubtful
accounts of $24,537 289,184
Inventories 261,708
Prepaid expenses and other current assets 127,932
-------------
Total current assets 1,057,863
Property and equipment, net of accumulated depreciation
of $258,185 38,483
Inventories - long term portion 305,424
Loan receivable and accrued interest, officer 92,196
Other assets 94,152
Deferred charges 1,502,071
-------------
Total assets $ 3,090,189
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 969,410
Accrued expenses and other current liabilities 1,432,849
Note payable - current 250,000
-------------
Total current liabilities 2,652,259
Deferred revenue 285,167
Convertible debentures payable, net of unamortized debt
discount of $2,114,925 5,972,575
Warrant and registration rights liabilities 3,728,513
-------------
Total liabilities 12,638,514
-------------
Stockholders' deficiency:
Preferred stock, $.01 par value; 5,000,000 shares authorized,
no shares issued and outstanding --
Common stock, $.0005 par value; 150,000,000 shares
authorized, 53,882,037 shares issued and outstanding 26,941
Additional paid-in capital 11,694,237
Accumulated deficit (21,269,503)
-------------
Total stockholders' deficiency (9,548,325)
-------------
Total liabilities and stockholders' deficiency $ 3,090,189
=============
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
ADM TRONICS UNLIMITED, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 30, 2006 AND 2005
Three Months Ended September 30, Six Months Ended September 30,
-------------------------------- --------------------------------
2006 2005 2006 2005
------------- ------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(Restated) (Restated)
Revenues $ 570,582 $ 497,801 $ 1,035,561 $ 818,811
------------- ------------- ------------- -------------
Costs and expenses:
Cost of sales 128,096 136,014 251,051 269,276
Research and development 166,313 154,576 297,391 321,925
Selling, general and administrative 2,101,632 1,524,369 3,296,126 2,696,739
------------- ------------- ------------- -------------
Total operating expenses 2,396,041 1,814,959 3,844,568 3,287,940
------------- ------------- ------------- -------------
Operating loss (1,825,459) (1,317,158) (2,809,007) (2,469,129)
Interest and finance costs, net (885,272) (405,756) (1,865,423) (771,338)
Change in fair value of warrant and
registration rights liabilities 198,158 (298,034) (25,845) 726,434
------------- ------------- ------------- -------------
Net loss $ (2,512,573) $ (2,020,948) $ (4,700,275) $ (2,514,033)
============= ============= ============= =============
Net loss per share, basic and diluted: $ (0.05) $ (0.04) $ (0.09) $ (0.05)
Weighted average number of shares outstanding 53,882,037 53,882,037 53,882,037 53,882,037
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
ADM TRONICS UNLIMITED, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'DEFICIENCY
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2006
(UNAUDITED)
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
------------ ------------ ------------ ------------ ------------
Balance, April 1, 2006 53,882,037 $ 26,941 $ 10,342,480 $(16,569,228) $ (6,199,807)
Share based compensation -- -- 1,351,757 -- 1,351,757
Net loss -- -- -- (4,700,275) (4,700,275)
------------ ------------ ------------ ------------ ------------
Balance September 30, 2006 53,882,037 $ 26,941 $ 11,694,237 $(21,269,503) $ (9,548,325)
============ ============ ============ ============ ============
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
ADM TRONICS UNLIMITED, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED SEPTEMBER 30, 2006 AND 2005
(UNAUDITED)
2006 2005
----------- -----------
(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(4,700,275) $(2,514,033)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 14,676 62,547
Share based compensation 1,351,757 93,975
Amortization of loan costs and discount 431,774 375,323
Equity based penalty expense 1,174,886 150,885
Bad debts 33,597 66,765
Change in fair value of warrant and registration
rights liabilities 25,845 (726,434)
Amortization of deferred revenue (4,833) --
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable (27,618) (294,010)
Inventories 33,804 (79,037)
Prepaid expenses and other current assets (114,480) 153,435
Deposits and other assets (738) --
Increase (decrease) in:
Accounts payable and accrued expenses and other current
liabilities 1,143,790 242,218
Deferred revenue 290,000 --
----------- -----------
Net cash used by operating activities (347,815) (2,468,366)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment -- (21,963)
----------- -----------
Net cash used by investing activities -- (21,963)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable, net 245,725 --
Deferred offering costs (501,541) (80,766)
----------- -----------
Net cash used by financing activities (255,816) (80,766)
----------- -----------
Net decrease in cash and cash equivalents (603,631) (2,571,095)
Cash and cash equivalents, beginning of period 982,670 3,011,631
----------- -----------
Cash and cash equivalents, end of period $ 379,039 $ 440,536
=========== ===========
Supplemental information
Cash paid for:
Interest $ 110,226 $ 84,121
Income taxes -- --
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
ADM TRONICS UNLIMITED, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed consolidated financial statements include the
accounts of ADM Tronics Unlimited, Inc. and its subsidiaries (collectively, the
"Company" and alone "ADM"). These consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and the instructions
to Form 10-QSB and do not include all the information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation of the results for the interim periods have been included.
Operating results for the three and six months ended September 30, 2006 are not
necessarily indicative of the results that may be expected for the year ending
March 31, 2007. The accompanying consolidated financial statements and the
information included under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" should be read in conjunction
with the Company's audited consolidated financial statements and related notes
included in the Company's Form 10-KSB for the fiscal year ended March 31, 2006.
Ivivi Operations
The Company's majority owned subsidiary, Ivivi Technologies, Inc., filed a
Registration Statement with the Securities and Exchange Commission ("SEC") for
the initial public offering of a portion of its common stock. The Registration
Statement was declared effective by the SEC during October 2006. As a result of
the consummation of Ivivi's initial public offering, ADM no longer owns a
majority of the outstanding common stock of Ivivi and does not control Ivivi's
operations for accounting purposes, as a result ADM's investment in Ivivi will
subsequently be reported under the equity method of accounting.
Going Concern
In connection with the consummation of Ivivi's initial public offering during
October 2006, (i) Ivivi repaid advances made to it by the Company aggregating
approximately $2.6 million and (ii) the Company's outstanding convertible notes
were converted into shares of Ivivi's common stock. Therefore, the Company
believes that it can continue as a going concern for the next 12 months.
Restatement
The September 30, 2005 financial statements have been restated to record
additional non-cash charges for equity based penalties and additional share
based compensation aggregating $70,840.
7
Use of Estimates
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Loss Per Share
Basic and diluted loss per common share for all periods presented is computed
based on the weighted average number of common shares outstanding during the
periods presented as defined by SFAS No. 128, "Earnings Per Share". The assumed
exercise of common stock equivalents was not utilized for the six and three
month periods ended September 30, 2006 and 2005 since the effect would be
anti-dilutive. There were 53,682,342 common stock equivalents at September 30,
2006 and 50,182,342 at September 30, 2005.
Stock Options and Warrants
In April 2006 the Company adopted the fair value recognition provisions of SFAS
No. 123(R), Accounting for Stock-Based Compensation, to account for compensation
costs under The Company's stock option plans and those of the Company's
subsidiary. The Company previously utilized the intrinsic value method under
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (as amended) ("APB 25"). Pro forma information is computed using the
Black-Scholes model at the date of grant of the options based on the following
assumptions ranges: risk free interest rates of 3.62% to 4.6%; dividend yield of
0%; volatility factors of the expected market price of our common stock of 60%
to 67%; and expected lives of the options of 2.5 to 5 years. The foregoing
option valuation model requires input of highly subjective assumptions. Because
common share purchase options granted to employees and directors have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value of estimates, the existing model does not in the opinion of the
Company's management necessarily provide a reliable single measure of fair value
of common share purchase options the Company has granted to its employees and
directors. Pro forma information relating to employee and director common share
purchase options is as follows:
For the Three For the Six
Months Ended Months Ended
September 30, 2005 September 30, 2005
------------------ ------------------
Net loss as reported $(2,020,948) $(2,514,033)
Shared based compensation expense included in reported net loss 2,856 5,712
Share based compensation calculated under fair value method (5,260) (10,520)
Pro forma net loss $(2,023,352) $(2,518,841)
Basic and diluted historical loss per share $ (0.04) $ (0.05)
Pro forma basic and diluted loss per share $ (0.04) $ (0.05)
8
NOTE 2 SEGMENT INFORMATION
Information about segment information is as follows:
CHEMICAL MEDICAL TOTAL
Six Months Ended September 30, 2006:
Revenues from external customers $ 400,707 $ 634,854 $ 1,035,561
Segment loss (operating loss) (469,004) (2,340,003) (2,809,007)
Six Months Ended September 30, 2005:
Revenues from external customers 464,429 354,382 818,811
Segment loss (operating loss) (28,352) (2,440,777) (2,469,129)
Three Months Ended September 30, 2006:
Revenues from external customers 201,172 369,410 570,582
Segment loss (operating loss) (454,595) (1,370,864) (1,825,459)
Three Months Ended September 30, 2005:
Revenues from external customers 183,987 313,814 497,801
Segment loss (operating loss) (55,891) (1,261,267) (1,317,158)
NOTE 3 DEFERRED REVENUE
In August 2006, Ivivi sold to Ajax Capital LLC, an investment fund wholly-owned
by the Chairman of the Board of Ivivi (who's appointment was effective on the
initial public offering during October 2006) , 15 units of the Roma3 and five
units of the SofPulse M-10 at a purchase price of $14,500 per unit, the then
published wholesale unit price for the Roma3 and the SofPulse M-10, for an
aggregate purchase price of $290,000. In connection therewith, Ivivi entered
into a revenue sharing agreement with Ajax Capital LLC, pursuant to which Ivivi
agreed to use its commercially reasonable efforts to rent to third parties all
of the units of the Roma3 and the SofPulse M-10 purchased by Ajax Capital LLC.
Ajax Capital LLC will be entitled to receive revenues with respect to the rental
of units of the Roma3 purchased by it in an amount equal to 50% of the aggregate
of the gross proceeds from such rentals received by Ivivi during each month of
the term. Ajax Capital LLC also will be entitled to receive revenues with
respect to rental of the units of the SofPulse M-10 purchased by it in an amount
equal to the net proceeds from such rentals received by Ivivi during each month
of the term, reduced by (i) 11.5% of the gross proceeds for services related to
marketing, billing, collections and account maintenance to be performed by Ivivi
with respect to such units, received by Ivivi during such month, and (ii) in the
case of each of the first three months during the term, a set up fee of $2,000.
In addition, Ajax Capital LLC will be entitled to receive 50% of any and all
gross proceeds Ivivi receives from its sale of applicators for use in connection
with the units of the Roma3 rented to third parties during the term of the
agreement. The term of the agreement expires on August 28, 2011. As of September
30, 2006, we have recognized $4,833 in revenue from this agreement leaving a
balance in deferred revenue of $285,167.
NOTE 4 SUBSEQUENT EVENTS
On October 24, 2006, Ivivi completed its initial public offering ("Offering"),
selling 2.5 million shares of its common stock at $6 per share with gross
proceeds of $15 million. The underwriters of the offering have been granted an
option for a period of 45 days to purchase up to an aggregate of 375,000
additional shares of common stock from Ivivi to cover over-allotments, if any.
Net proceeds to Ivivi were approximately $12.9 million after the payment of
underwriting discounts and commissions and expenses related to the offering.
In addition, Ivivi paid approximately $2.6 million to the Company representing
the balance in inter-company accounts at October 24, 2006 due to the Company
from Ivivi for product manufacturing and allocations of personnel, professional
services, rent, utilities, insurance and office support services provided by the
Company to Ivivi for the period from March 1989 to October 2006. Further, the
Company's outstanding convertible notes were converted into shares of Ivivi's
common stock.
9
On November 9, 2006, Ivivi entered into an exclusive worldwide distribution
agreement (the "Agreement") with a wholly-owned subsidiary of Allergan, Inc.
("Allergan"), a global healthcare company that discovers, develops and
commercializes pharmaceutical and medical device products in specialty markets.
Pursuant to the Agreement, Ivivi granted Allergan's subsidiary, Inamed Medical
Products Corporation and its affiliates ("Inamed") the exclusive worldwide right
to market, sell and distribute certain of Ivivi's products, including all
improvements, line extensions and future generations thereof (collectively, the
"Product") in conjunction with any aesthetic or bariatric medical procedures
(the "Field") in the Marketing Territory (as defined therein).
Under the Agreement, Ivivi also granted Inamed the right to rebrand the Product,
with Inamed owning all rights to such brands developed by Inamed for such
purpose. Under the Agreement, Ivivi received an initial payment of $500,000 and
will receive certain milestone payments of up to $1,000,000 in the aggregate
upon the Product's First Commercial Sale (as defined in the Agreement) in the
United States and Europe. In addition, Inamed will purchase the Product from
Ivivi at a pre-determined price and must meet certain minimum order
requirements. Finally, Ivivi will receive royalty payments based on Inamed's net
sales and number of units sold of the Product, subject to certain annual minimum
royalty payments to be determined by the parties.
The Agreement has an eight year initial term beginning at the Product's First
Commercial Sale. The initial term may be extended for two additional years
without further payment at Inamed's option. Inamed may also pay Ivivi a
$2,000,000 extension fee and extend the term of the Agreement for up to eight
additional years, for a total term of up to 18 years.
Inamed may only market, sell and distribute the Product under the Agreement in
the "Marketing Territory," which is generally defined in the Agreement as the
United States and such other jurisdictions for which all requisite regulatory
approval has been obtained. If the marketing, sale or distribution of the
Product in a jurisdiction would infringe third-party intellectual property
rights and likely result in a lawsuit against Ivivi or Inamed, Inamed could
require Ivivi to use reasonable commercial efforts to obtain a license for, or
redesign, the Product to be sold in that jurisdiction.
In the event Ivivi fails to supply Allergan or its subsidiaries certain minimum
amounts of the Product and fails to procure alternate suppliers for such
Products within certain timeframes, Inamed will have the right to use certain of
Ivivi's intellectual property and/or other proprietary information to
manufacture the Product until such time as Ivivi demonstrates to Inamed's
reasonable satisfaction that it is fully able to resume its supply obligations.
During such time as Inamed controls Product manufacturing, Ivivi's royalty rate
would be significantly reduced.
In the event Inamed is required to discontinue the marketing, sale or
distribution of the Product in the United States and/or any country in the
European Union because of problems with regulatory approvals and/or other
reasons related to the Product, Ivivi will be required to repay Inamed portions
of the milestone payments up to $1,000,000.
10
Inamed may terminate the Agreement by giving 90 to 180 days' prior written
notice to Ivivi. Ivivi may terminate the Agreement by giving 12 months' prior
written notice if Inamed fails to timely pay Ivivi minimum royalty amounts for
any applicable year or fails to meet the minimum sales requirements set forth in
the Agreement. A non-breaching party may terminate the Agreement following a
material breach of the Agreement and the breaching party's failure to cure such
breach during the applicable cure period by giving the breaching party proper
prior written notice. If Ivivi is in material breach, and fails to cure, Inamed
may have the right to use certain of Ivivi's intellectual property and/or other
proprietary information to manufacture the Product. Ivivi's royalty rate would
subsequently be significantly reduced.
Neither party may assign or otherwise transfer its right and obligations under
the Agreement, including upon a change of control of such party (as defined in
the agreement), without the prior written consent of the other party, which
consent shall not be unreasonably withheld, except that Inamed may assign its
rights and obligations without the prior written consent of Ivivi to Inamed's
affiliates and upon a sale of all or substantially all of the assets or equity
of the business entity, division or unit, as applicable, that markets,
distributes or sells the Product.
The Agreement includes other terms and conditions, including provisions
regarding regulatory responsibilities, audit rights, insurance, indemnification
and confidentiality.
11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion of the Company's operations and financial condition
should be read in conjunction the Financial Statements and notes thereto
included elsewhere in this Quarterly Report on Form 10-QSB.
Forward-Looking Statements
This Quarterly Report on Form 10-QSB contains forward-looking statements within
the meaning of the "safe harbor" provisions under section 21E of the Securities
and Exchange Act of 1934 and the Private Securities Litigation Act of 1995. The
Company uses forward-looking statements in its description of its plans and
objectives for future operations and assumptions underlying these plans and
objectives. Forward-looking terminology includes the words "may", "expects",
"believes", "anticipates", "intends", "forecasts", "projects", or similar terms,
variations of such terms or the negative of such terms. These forward- looking
statements are based on management's current expectations and are subject to
factors and uncertainties which could cause actual results to differ materially
from those described in such forward-looking statements. The Company expressly
disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward- looking statements contained in this report to reflect
any change in our expectations or any changes in events, conditions or
circumstances on which any forward-looking statement is based. Factors which
could cause such results to differ materially from those described in the
forward- looking statements include those set forth under "Item. 1 Description
of Business - Risk Factors" and elsewhere in, or incorporated by reference into
the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31,
2006 and other filings with the Securities and Exchange Commission.
Critical Accounting Policies
Revenue Recognition:
Sales revenues are recognized when products are shipped to end users and rental
and lease revenues are recognized principally on either a monthly or a pay-per
use basis in accordance with individual rental or lease agreements and are
recognized on a monthly basis as earned. Shipments to distributors are
recognized as sales where no right of return exists. This is generally the case
with sales of chemicals. This is generally not the case with sales of the
medical products. The Company recognizes revenue from the sale of medical
products when the products are shipped to end users. An increasing amount of
rental revenue is recognized on a fixed monthly recurring basis as product is
utilized by the end-user. Sales returns have been immaterial. Lease revenues
through third party distributors have also been immaterial and there have been
no sales through third party distributors. The Company's products are
principally shipped on a "freight collect" basis. Shipping and handling charges
are immaterial.
Use of Estimates:
The Company's discussion and analysis of its financial condition and results of
operations are based upon its financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosures of
12
contingent assets and liabilities. On an ongoing basis, the Company evaluates
its estimates, including those related to reserves, deferred tax assets and
valuation allowance, impairment of long-lived assets, fair value of equity
instruments issued to consultants for services and fair value of equity
instruments issued to others. The Company bases its estimates on historical
experience and on various other assumptions that the Company believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions; however, the Company
believes that its estimates, including those for the above- described items, are
reasonable.
Business Overview
The Company is a corporation that was organized under the laws of the State of
Delaware on November 24, 1969. During the three and six months ended September
30, 2006 and 2005, the Company's operations were conducted through the Company
itself and its three subsidiaries, Ivivi Technologies, Inc., Pegasus
Laboratories, Inc. and Sonotron Medical Systems, Inc.
The Company is a technology-based developer and manufacturer of diversified
lines of products in the following three areas: (1) environmentally safe
chemical products for industrial use, (2) therapeutic non-invasive electronic
medical devices and (3) cosmetic and topical dermatological products. The
Company has historically derived most of its revenues from the development,
manufacture and sale of chemical products, and, to a lesser extent, from its
therapeutic non- invasive electronic medical devices and topical dermatological
products. However, during the three and six months ended September 30, 2006, the
Company derived an increased amount of its revenue from the sale and rental of
its therapeutic non-invasive medical devices.
The Company's majority owned subsidiary, Ivivi Technologies, Inc., filed a
Registration Statement with the Securities and Exchange Commission ("SEC") for
the initial public offering of a portion of Ivivi's common stock. The
Registration Statement was declared effective by the SEC in October 2006. As a
result of the consummation of Ivivi's initial public offering, ADM no longer
owns a majority of the outstanding common stock of Ivivi and does not control
Ivivi's operations for accounting purposes, as a result, ADM's investment in
Ivivi will subsequently be reported under the equity method of accounting.
Results of Operations for the three months ended September 30, 2006 as compared
to September 30, 2005
Revenues
Revenues were $570,582 for the three months ended 2006 as compared to $497,801
for the three months ended September 30, 2005, an increase of $72,781, or 15%.
Revenues from the Company's chemical and medical activities increased by $17,185
and $55,596 respectively in the 2006 period as compared to the 2005 period. The
increase in revenues from the Company's medical technology activities was
primarily due to increased sales and rentals of Ivivi's product.
Net (Loss)
Net loss for the three months ended September 30, 2006 was $2,512,573, or $0.05
per share, compared to a net loss for the three months ended September 30, 2005
of $2,020,948, or $0.04 per share due to the increased expenses at the Company's
medical operation. Selling, general and administrative expenses increased by
$577,263, or 38% from $1,524,369 to $2,101,632 due to increased expenses at the
Company's medical operation. Research and development expense was $166,313
during the three months ended September 30, 2006 related to for laboratory
studies for Ivivi's technology and $154,576 in the comparable 2005 period, an
increase of $11,737 or 8%. Interest and finance costs net, increased $479,516, a
(100+%) increase, to $980,151 in the three months ended September 30, 2006 from
$405,756 in the three months ended September 30, 2005, due to interest expense
and amortization of discount on the convertible notes issued in the Company's
private placements partially offset by interest earned from amounts invested in
13
money market funds. During the three months ended September 30, 2006, the
Company recorded a recovery expense of $198,158 due to the decrease in the fair
value of the liability for warrants issued with registration rights, compared to
an expense of $298,034 in the comparable 2005 period due to the increase in the
fair value of the liability for the warrants.
Results of Operations for the six months ended September 30, 2006 as compared to
September 30, 2005
Revenues
Revenues were $1,035,561 for the six months ended September 30, 2006 as compared
to $818,811 for the six months ended September 30, 2005, an increase of
$216,750, or 26.5%. Revenues from the Company's chemical activities decreased by
$63,722 and revenues from the Company's medical technology activities increased
by $280,472 in the 2006 period, compared to the 2005 period. The increase in
revenues from the Company's medical technology activities was primarily due to
increased sales and rentals of Ivivi's products.
Net (Loss)
Net loss for the six months ended September 30, 2006 was $4,700,275, or $.09 per
share, compared to a net loss for the six months ended September 30, 2005 of
$2,514,033, or $.05 per share from $2,696,739 to $3,296,126 due to the increased
expenses at the Company's medical operation. Selling, general and administrative
expenses increased by $599,387, or 22% from $2,696,739 to $3,296,126 due to
increased expenses at the Company's medical operations. Research and development
expense was $297,391 during the six months ended September 30, 2006 related to
laboratory studies for Ivivi's technology, and $321,925 expense in the 2005
period, a decrease of $24,534 or 8%. Interest and finance costs net increased
$1,094,085 (100+%) from $771,338 to $1,865,423 due to interest expense and
amortization of discount on the convertible notes issued in the Company's
private placements partially offset by interest earned from amounts invested in
money market funds. During the six months ended September 30, 2006, the Company
recorded an expense of $25,845 due to the increase in the fair value of the
liability for warrants issued with registration rights, compared to a recovery
of expense of $726,434 in the comparable 2005 period.
Liquidity and Capital Resources
At September 30, 2006, the Company had cash and equivalents of $379,039 as
compared to $982,670 at March 31, 2006. The decrease was primarily the result of
the increased operating expenses at the Company's subsidiary, Ivivi
Technologies, Inc.
In connection with the consummation of Ivivi's initial public offering in
October 2006, the Company received approximately $2.6 million of the proceeds
due to the Company from Ivivi for product manufacturing and allocations of
personnel, professional services, rent, utilities, insurance and office support
services provided by the Company to Ivivi for the period from March 1989 to
October 2006. These proceeds will be used for increased administrative and
marketing costs in order to attempt to increase the Company's revenue.
Additionally, as a result of the consummation of Ivivi's initial public
offering, the Company no longer has debt outstanding and any related warrant
obligations from the private placements of unsecured convertible notes issued
jointly and severally by the Company and Ivivi in December 2004 and February
2005. This debt, which amounted to approximately $8.1 million, was converted
automatically into shares of Ivivi's common stock on the initial public offering
date.
Operating Activities
Net cash flows used by operating activities were $347,815 for the six months
ended September 30, 2006 as compared to net cash flows used by operating
activities of $2,468,366 for the six months ended September 30, 2005. The use of
cash in 2006 was primarily due to a net loss of $4,700,275 related mostly to the
Company's medical technologies activities. The net loss was partially offset by
non cash charges for the amortization of loan costs and amortization of discount
of $431,774 on the convertible notes issued in the private placements, stock
based compensation of $1,351,757, equity based penalty expense of $1,174,886 and
increases in accounts payable and accrued expenses of $1,143,790.
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The use of cash in 2005 was primarily due to a net loss of $2,514,033 related
mostly to the Company's medical technologies activities. The net loss was
partially offset by non cash charges for the amortization of loan costs and
amortization of discount of $375,323 on the convertible notes issued in the
private placements, stock based compensation of $93,975 and equity based penalty
expense of $150,885. The Company recorded a non-cash recovery of expense of
$726,434 due to the decrease in the fair value of the liability for warrants
issued with registration rights in the 2005 period. In addition, the Company
recorded an increase in accounts receivable of $294,010
Investing Activities
For the six months ended September 30, 2006, cash used in investing activities
was zero. For the six months ended September 30, 2005, $21,963 was used for the
purchase of equipment.
Financing Activities
During the six months ended September 30, 2006, the Company paid $501,541 for
deferred costs related to the private placements as compared to $80,766 during
the six months ended September 30, 2005. During the six months ended September
30, 2006, Ivivi had net proceeds from notes payable of
$245,725.
The Company does not have any material external sources of liquidity or unused
sources of funds.
15
The Company's revenues, operations and cash flows over the past few years have
declined. Management has recognized the situation and has developed a business
plan to enhance the activities of its operations.
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as such term is
defined in Rules 13a-15(e) and 15d - 15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) 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.
As of the end of the period covered by this Quarterly Report on Form 10- QSB,
the Company carried out an evaluation, with the participation of its management,
including its Chief Executive Officer and Chief Financial Officer, of the
effectiveness of its disclosure controls and procedures pursuant to Securities
Exchange Act Rule 13a-15. Based upon that evaluation as of September 30, 2006,
the Company's Chief Executive Officer and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective in ensuring that
information required to be disclosed by the Company in the reports that the
Company files or submits under the Securities Exchange Act is accumulated and
communicated to the Company's management including its Chief Executive Officer
and Chief Financial Officer, to ensure that such information is recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms.
Changes In Internal Controls Over Financial Reporting.
The financial statements contained in the Company's Quarterly Report on Form
10-QSB for the Company's fiscal quarter ended September 30, 2005, required
restatement related to the accounting for the fair value of warrants issued with
convertible debt, and a beneficial conversion feature related to the convertible
debt issued with respect to the private placements completed in December 2004
and February 2005 as previously accounted for by the Company.
The Company has taken the following steps in connection with its internal
controls: (i) during the quarter ended June 30, 2005, the Company retained a
certified public accountant as a consultant to assist with the Company's
financial reporting obligations and to improve its internal controls over
financial reporting and (ii) during the quarter ended September 30, 2005, the
Company hired a certified public accountant as a part-time employee responsible
for assisting management with internal controls, financial reporting and closing
the Company's books and records. In connection with Ivivi's initial public
offering in October 2006, Ivivi hired a Chief Financial Officer and a
Controller. Both individuals are certified public accountants and have vast
public company experience.
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Except as set forth above, there have been no changes in the Company's internal
controls over financial reporting that occurred during the Company's last fiscal
quarter to which this Quarterly Report on Form 10- QSB relates that have
materially affected, or are reasonably likely to materially affect, the
Company's internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
On May 25, 2005, Ivivi filed a complaint against Regenesis Biomedical, Inc.,
Virginia Rybski, Vice President of Sales and Marketing of Regenesis, Terrence
Kennedy, Regional Sales Manager for the South Eastern Territories of Regenesis,
Mary Ritz, President of Regenesis, and Frank George, Chief Science and
Technology Officer of Regenesis, in the Superior Court of New Jersey - Law
Division - Bergen County, Docket 3724-05, alleging breach of contract, tortious
interference and conversion. We are seeking money damages and an injunction
against future sales of the competing product. On July 5, 2005, the defendants
filed a motion to dismiss for lack of personal jurisdiction or for failure to
state a claim upon which relief can be granted. The Court denied the defendants'
motion and permitted a period of discovery to determine jurisdiction as to
defendants, Terrence Kennedy, Mary C. Ritz and Frank R. George. In July 2006,
Regensis filed counterclaims against us claiming unfair competition, tortious
interference, employee piracy and tortious interference for allegedly falsely
advising customers with regard to Regensis, and Ms. Rybski and Mr. Kennedy filed
counterclaims against us alleging tortious interference with their prospective
economic advantage. Although we and the other parties have exchanged draft
settlement proposals with respect to this matter, the matter has not yet been
resolved. By agreement and stipulation, dated October 13, 2006, signed by all
parties to the litigation and their legal counsel, the parties agreed to dismiss
with prejudice the complaint and counterclaim subject to the terms as set forth
therein. The stipulation of dismissal and order was filed with the court on
October 17, 2006.
On August 17, 2005, Ivivi filed a complaint against Conva-Aids, Inc. t/a New
York Home Health Care Equipment, or NYHHC, in the Superior Court of New Jersey,
Law Division, Docket No. BER-L-5792-05, alleging breach of contract with respect
to a distributor agreement that we and NYHHC entered into on or about August 1,
2004, pursuant to which: (i) we appointed NYHHC as exclusive distributor of our
products in a defined market place for so long as NYHHC secured a minimum number
of placements of our products and (ii) NYHHC agreed to pay us $2,500 per month
for each product shipped to NYHHC. By letter, dated August 9, 2005, we
terminated the agreement due to NYHHC's failure to make the payments required
under the agreement and failure to achieve the minimum number of placements
required under the agreement. We are seeking various forms of relief, including:
(i) money damages, including amounts due under unpaid invoices in an aggregate
amount of $236,560, (ii) an accounting and (iii) the return of our products. The
defendants filed a motion to dismiss alleging lack of jurisdiction and failure
to state a claim with regard to Harry Ruddy. We opposed the defendant's motion
to dismiss. On November 18, 2005, the Court denied the defendant's motion to
dismiss, without prejudice, based upon lack of jurisdiction, which has not been
completely decided. The Court permitted a period of discovery to determine the
jurisdiction issue, which discovery is substantially complete. The defendants
filed another motion to dismiss based upon a claim of lack of jurisdiction,
which was heard and denied by the Court on June 9, 2006. On or about July 10,
2006, the defendants filed an answer and NYHHC filed counterclaims against us
for breach of contract, breach of the implied covenant of good faith and fair
dealing, restitution, unjust enrichment and fraudulent inducement. An answer to
the counterclaim was filed on August 9, 2006.
17
On October 10, 2006, Ivivi received a demand for arbitration by Stonefield
Josephson, Inc. with respect to a claim for fees for accounting services in the
amount of approximately $106,000, plus interest and attorneys fees. Stonefield
Josephson had previously invoiced Ivivi for fees for accounting services in an
amount which Ivivi has refuted. Ivivi intends to respond to Stonefield
Josephson's demand for arbitration, which we believe is procedurally defective
and premature due to Stonefield Josephson's failure to participate in required
mediation, and to defend against the claim vigorously, although provision has
been made for the amount of the claim in the financial statements. Moreover,
Ivivi reserves all rights to pursue claims against Stonefield Josephson. On
October 26, 2006, Ivivi sent a letter requesting the required mediation before
arbitration.
Other than the foregoing, the Company is not a party to, and none of its
property is the subject of, any pending legal proceedings other than routine
litigation that is incidental to its business.
Item 6. Exhibits.
(a) Exhibit No.
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of 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.
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 20, 2006
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