UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

 


 

FORM 10-Q

 


 

(Mark One)

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

 

For the quarterly period ended:   DecemberMarch 31, 20202021

 

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

 

For the transition period from ____________________ to ____________________.

 

Commission file number: 000-50053

amerityre20201231b_10img001.jpgamerityre20210331_10qimg001.jpg

AMERITYRE CORPORATION

(Exact name of small business issuer as specified in its charter)

 

NEVADA

87-0535207

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

1501 INDUSTRIAL ROAD, BOULDER CITY, NEVADA

89005

(Address of principal executive offices)

(Zip Code)

 

(702) 293-1930

(Issuer’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒   No ☐

 

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

 

Large accelerated filer  ☐     Accelerated filer  ☐     Non-accelerated filer  ☒     Smaller reporting company ☒     Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

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

 

The number of shares outstanding of Registrant’s Common Stock as of February 12,May 14, 2021: 71,422,868  

 


 

TABLE OF CONTENTS

 

Page

PART I

Item 1.

Financial Statements

3

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

11

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

1817

Item 4.

Controls and Procedures

1817

PART II

Item 1.

Legal Proceedings

1918

Item 1A.

Risk Factors

1918

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

1918

Item 3.

Defaults Upon Senior Securities

1918

Item 4.

Mine Safety Disclosures

1918

Item 5.

Other Information

1918

Item 6.

Exhibits

2019

SIGNATURES

2120

 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS

AMERITYRE CORPORATION

Balance Sheets

 

 

December 31,

2020

  

June 30,

2020

  

March 31,

2021

  

June 30,

2020

 
 

(Unaudited)

      

(Unaudited)

     

ASSETS

                

CURRENT ASSETS

                

Cash

 $626,614  $666,756  $708,796  $666,756 

Accounts receivable

  282,582   292,642   343,674   292,642 

Inventory - net

  511,977   493,892   543,176   493,892 

Prepaid and other current assets

  122,756   86,467   222,997   86,467 

Total Current Assets

  1,543,929   1,539,757   1,818,643   1,539,757 
                

RIGHT TO USE LEASE ASSETS, OPERATING, NET

  623,633   692,007   583,852   692,007 
                

PROPERTY AND EQUIPMENT

                

Molds and models

  583,611   583,611   583,611   583,611 

Equipment

  2,927,269   3,037,474   2,927,269   3,037,474 

Furniture and fixtures

  73,423   73,423   73,423   73,423 

Software

  233,528   247,610   233,528   247,610 

Less - accumulated depreciation

  (3,710,536

)

  (3,816,004

)

  (3,717,899

)

  (3,816,004

)

Property and Equipment - net

  107,295   126,114   99,932   126,114 
                

OTHER ASSETS

                

Patents and trademarks - net

  84,237   92,905   80,107   92,905 

Non-current inventory

  244,274   300,778   222,999   300,778 

Deposits

  11,000   11,000   11,000   11,000 

Total Other Assets

  339,511   404,683   314,106   404,683 

TOTAL ASSETS

 $2,614,368  $2,762,561  $2,816,533  $2,762,561 
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

                

CURRENT LIABILITIES

                

Accounts payable and accrued expenses

 $523,460  $691,962  $641,646  $691,962 

Current portion of long-term debt

  2,000   59,440   2,000   59,440 

Current portion of lease liability

  146,700   145,800   147,150   145,800 

Deferred revenue

  841   12,192   9,049   12,192 

Total Current Liabilities

  673,001   909,394   799,845   909,394 
                

Long-term debt

  61,551   153,996   61,531   153,996 

Long-term lease liability

  374,400   448,200   337,500   448,200 

TOTAL LIABILITIES

  1,108,952   1,511,590   1,198,876   1,511,590 
                

STOCKHOLDERS’ EQUITY

                

Common Stock: 100,000,000 shares authorized of $0.001 par value, 71,422,868 and 70,172,868 shares issued and outstanding, respectively

  71,423   70,173   71,423   70,173 

Additional paid-in capital

  62,742,033   62,719,473   62,742,033   62,719,473 

Stock payable

  31,590   0 

Accumulated deficit

  (61,308,040

)

  (61,538,675

)

  (61,227,389

)

  (61,538,675

)

Total Stockholders’ Equity

  1,505,416   1,250,971   1,617,657   1,250,971 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $2,614,368  $2,762,561  $2,816,533  $2,762,561 

 

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

 

3

 

AMERITYRE CORPORATION

Statements of Operations

(Unaudited)

 

 

For the Three Months Ended

December 31,

  

For the Six Months Ended

December 31,

  

For the Three Months Ended

March 31,

  

For the Nine Months Ended

March 31,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 
                                

NET SALES

 $1,204,990  $1,067,440  $2,256,276  $2,046,737  $1,240,997  $1,121,805  $3,497,273  $3,168,542 
                                

COST OF GOODS SOLD

  903,543   768,758   1,611,109   1,459,357   883,946   768,943   2,495,055   2,228,300 
                                

GROSS PROFIT

  301,447   298,682   645,167   587,380   357,051   352,862   1,002,218   940,242 
                                

EXPENSES

                                

Research and development

  30,507   35,897   50,978   61,913   26,192   26,614   77,170   88,527 

Sales and marketing

  51,102   51,309   110,902   94,780   59,068   52,652   169,970   147,432 

General and administrative

  186,014   172,936   396,500   366,366   191,589   173,297   588,089   539,663 
                                

Total Expenses

  267,623   260,142   558,380   523,059   276,849   252,563   835,229   775,622 
                                

INCOME FROM OPERATIONS

  33,824   38,540   86,787   64,321   80,202   100,299   166,989   164,620 
                                

OTHER INCOME/(EXPENSE)

                                

Interest expense

  0   (103

)

  0   (438

)

  0   (785

)

  0   (1,223

)

Interest income

  423   119   841   293   449   286   1,290   579 

Gain on debt extinguishment

  149,570   0   149,570   0   0   0   149,570   0 

Loss on asset disposal/impairment

  (17,225

)

  0   (20,078

)

  0   0   0   (20,078

)

  0 

Other income (expense)

  10,260   (161

)

  13,515   3,122   0   496   13,515   3,618 

Total Other Income/(Expense), net

  143,028   (145

)

  143,848   2,977   449   (3

)

  144,297   2,974 
                                

NET INCOME

  176,852   38,395   230,635   67,298   80,651   100,296   311,286   167,594 
                                

Preferred Stock Dividend

  0   (25,000

)

  0   (50,000

)

  0   (25,000

)

  0   (75,000

)

                                

NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS

 $176,852  $13,395  $230,635  $17,298  $80,651  $75,296  $311,286  $92,594 
                                

BASIC AND DILUTED INCOME PER SHARE

 $0.00  $0.00  $0.00  $0.00  $0.00  $0.00  $0.00  $0.00 
                                

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

  70,566,890   48,260,422   70,369,879   47,994,144   71,422,868   48,260,422   70,715,751   48,301,467 

 

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

 

4

 

AMERITYRE CORPORATION

Statements of Stockholders’Stockholders Equity

(Unaudited)

 

 

Preferred Stock

  

Common Stock

  

Additional

Paid in

  

Stock

  

Accumulated

  

Preferred Stock

  

Common Stock

  

Additional

Paid in

  

Stock

  

Accumulated

 
 

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Payable

  

Deficit

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Payable

  

Deficit

 

Balance, June 30, 2019

  2,000,000  $2,000   47,727,867  $47,728  $62,695,035  $583  $(61,497,908

)

  2,000,000  $2,000   47,727,867  $47,728  $62,695,035  $583  $(61,497,908

)

Preferred stock dividends

  -   -   -   -   -   -   (25,000

)

  -   -   -   -   -   -   (25,000

)

Stock based compensation expense for employee and Board of Director service

  -   -   -   -   -   10,119   -   -   -   -   -   -   10,119   - 

Net income for the quarter

  -   -   -   -   -   -   28,903   -   -   -   -   -   -   28,903 

Balance, September 30, 2019

  2,000,000   2,000   47,727,867   47,728   62,695,035   10,702   (61,494,005

)

  2,000,000   2,000   47,727,867   47,728   62,695,035   10,702   (61,494,005

)

Preferred stock dividends

  -   -   -   -   -   -   (25,000

)

  -   -   -   -   -   -   (25,000

)

Stock based compensation expense for employee and Board of Director service

  -   -   1,195,001   1,195   19,042   (10,702

)

  -   -   -   1,195,001   1,195   19,042   (10,702

)

  - 

Net income for the quarter

  -   -   -   -   -   -   38,395   -   -   -   -   -   -   38,395 

Balance, December 31, 2019

  2,000,000   2,000   48,922,868   48,923   62,714,077   -   (61,480,610

)

  2,000,000   2,000   48,922,868   48,923   62,714,077   -   (61,480,610

)

Preferred stock dividends

  -   -   -   -   -   -   (25,000

)

  -   -   -   -   -   -   (25,000

)

Stock based compensation expense for employee and Board of Director service

  -   -   -   -   -   12,323   -   -   -   -   -   -   12,323   - 

Net income for the quarter

  -   -   -   -   -   -   100,296   -   -   -   -   -   -   100,296 

Balance, March 31, 2020

  2,000,000   2,000   48,922,868   46,923   62,714,077   12,323   (61,405,314

)

  2,000,000   2,000   48,922,868   46,923   62,714,077   12,323   (61,405,314

)

Preferred stock dividends

  -   -   -   -   -   -   (8,300

)

  -   -   -   -   -   -   (8,300

)

Preferred stock conversion to common stock

  (2,000,000

)

  (2,000

)

  20,000,000   20,000   (18,000

)

  -   -   (2,000,000

)

  (2,000

)

  20,000,000   20,000   (18,000

)

  -   - 

Stock based compensation expense for employee and Board of Director service

  -   -   1,250,000   1,250   23,396   (12,323

)

  -   -   -   1,250,000   1,250   23,396   (12,323

)

  - 

Net loss for the quarter

  -   -   -   -   -   -   (125,061)  -   -   -   -   -   -   (125,061

)

Balance, June 30, 2020

  -   -   70,172,868   70,173   62,719,473   -   (61,538,675

)

  -   -   70,172,868   70,173   62,719,473   -   (61,538,675

)

Stock based compensation expense for employee and Board of Director service

  -   -   -   -   -   12,323   -   -   -   -   -   -   12,323   - 

Net income for the quarter

  -   -   -   -   -   -   53,783   -   -   -   -   -   -   53,783 

Balance, September 30, 2020

  -   -   70,172,868   70,173   62,719,473   12,323   (61,484,892

)

  -   -   70,172,868   70,173   62,719,473   12,323   (61,484,892

)

Stock based compensation expense for employee and Board of Director service

  -   -   1,250,000   1,250   22,560   (12,323)  -   -   -   1,250,000   1,250   22,560   (12,323

)

  - 

Net income for the quarter

  -   -   -   -   -   -   176,852   -   -   -   -   -   -   176,852 

Balance, December 31, 2020

  -  $-   71,422,868  $71,423  $62,742,033  $-  $(61,308,040

)

  -   -   71,422,868   71,423   62,742,033   -   (61,308,040

)

Stock based compensation expense for employee and Board of Director service

  -   -   -   -   -   31,590   - 

Net income for the quarter

  -   -   -   -   -   -   80,651 

Balance, March 31, 2021

  -  $-   71,422,868  $71,423  $62,742,033  $31,590  $(61,227,389

)

 

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

 

5

 

AMERITYRE CORPORATION

Statements of Cash Flows

(Unaudited)

 

 

For the Six Months Ended

December 31,

  

For the Nine Months Ended

March 31,

 
 

2020

  

2019

  

2021

  

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES

                

Net income

 $230,635  $67,298  $311,286  $167,594 

Adjustments to reconcile net income to net cash used by operating activities:

        

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

        

Depreciation and amortization expense

  108,161   120,762   159,436   181,390 

Stock based compensation

  23,810   19,654   55,400   31,977 

Gain on debt extinguishment

  (149,570

)

  0   (149,570

)

  0 

Loss on asset disposal/impairment

  20,078   0   20,078   0 

Changes in operating assets and liabilities:

                

Accounts receivable

  10,060   (39,633)  (51,032

)

  (115,074

)

Inventory and inventory reserve

  (42,890

)

  (111,706

)

  (143,131

)

  (122,015

)

Prepaid and other current assets

  21,195   (28,823

)

  11,271   (36,841

)

Accounts payable and accrued expenses

  (166,270

)

  (99,169

)

  (48,085

)

  (61,124

)

Deferred revenue

  (11,351

)

  (19,408

)

  (3,143

)

  (13,133

)

Lease liability payable, operating lease

  (72,900

)

  (70,500

)

  (109,350

)

  (105,750

)

Net Cash Used by Operating Activities

  (29,042

)

  (161,525

)

Net Cash Provided By (Used In) Operating Activities

  53,160   (72,976

)

CASH FLOWS USED IN INVESTING ACTIVITIES

                

Purchase of property and equipment

  0   (30,318

)

  0   (37,276

)

Cash paid for leasehold improvements

  (10,785

)

  0   (10,785

)

  0 

Net Cash Used by Investing Activities

  (10,785

)

  (30,318

)

Net Cash Used In Investing Activities

  (10,785

)

  (37,276

)

CASH FLOWS USED IN FINANCING ACTIVITIES

                

Payments on notes payable

  (315

)

  (25,121

)

  (335

)

  (25,121

)

                

NET DECREASE IN CASH

  (40,142

)

  (216,964

)

NET INCREASE IN CASH

  42,040   (135,373

)

                

CASH AT BEGINNING OF PERIOD

  666,756   557,026   666,756   557,026 

CASH AT END OF PERIOD

 $626,614  $340,062  $708,796  $421,653 

 

SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES

                
                

Interest paid

 $0  $776  $0  $1,223 

Income taxes paid

 $0  $0  $0  $0 
                

NON-CASH INVESTING AND FINANCING ACTIVITIES

                
                

Write off of fully depreciated and disposed fixed assets

 $124,287  $0  $124,287  $0 

Use of store inventory, capitalized as fixed asset

 $6,600  $0  $6,600  $0 

Accrued preferred stock dividends

 $0  $50,000  $0  $75,000 

Issuance of common stock previously accrued for

 $0  $583  $0  $583 

 

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

 

6

 

AMERITYRE CORPORATION

Notes to the Unaudited Financial Statements

DecemberMarch 31, 20202021

 

NOTE 1 – BASIS OF FINANCIAL STATEMENT PRESENTATION

 

The accompanying unaudited condensed financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  We believe the disclosures and information presented are adequate to make the information not misleading.  These interim condensed financial statements should be read in conjunction with our most recent audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 (the “2020 Annual Report”).  Operating results for the fiscal quarter ended DecemberMarch 31, 20202021 are not necessarily indicative of the results that may be expected for the current fiscal year ending June 30, 2021.

 

COVID-19 Update

 

The COVID-19 crisis did not have a material impact on the Company’s financialsales results for the secondthird quarter of fiscal year 2021, as evidenced by our higher than expected net sales revenues of $1.2 million, which were approximatelymillion. This represents a 13% higher than ourincrease in net revenues forcompared to the year earlier period. However, the market for chemical raw materials continues to be plagued by limited material availability due to COVID related manufacturing capacity reductions. Freezing January temperatures in Texas resulted in the shutdown of all polyol manufacturing for several weeks, further impacting raw material availability. We continue to see strong demand forbe on allocation with respect to raw material supply, which has impaired our products fromability to fill orders in a timely manner, and this is expected to continue until FY 2020 Q2 at a minimum. Reduced productivity at our customers, and weports due to new COVID work practices has resulted in delays in receiving imported materials. We continue to be diligent in minimizingattempting to minimize COVID-19 exposure risk in our facility, which has enabled us to avoid widescale COVID exposure events at our facility.

It is expected that the economy will continue to move towards a full opening of all businesses in the coming months as more individuals receive the vaccine and states ease restrictions on business operations. If this trend continues, this should continue to provide a strong tailwind for demand of our products. However, vaccine hesitancy, a new wave of COVID-19 cases, and/or the emergence of a vaccine-resistant strain of the virus could delay reopening or cause another shutdown in certain regions or the U.S. as a whole. Further, we have also seen increases in the cost of our materials as well as the overall cost of conducting business, which will continue to pressure gross margins. In response to this we have evaluated the impact of these cost factors and will be implementing price increases where required in the upcoming months.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Significant accounting policies disclosed herein have not changed since our audited financial statements and notes thereto included in our June 30, 2020 Annual Report on Form 10-K, except as noted below.

 

Revenue Recognition

 

The majority of our revenue is derived from short-term sales contracts. We account for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”.

 

Revenue for our products is recognized at the time in which our performance obligation is satisfied which we have defined as “control” of the product by the customer. “Control” is defined as a customer having “rights/obligations of physical control over the product or has the rights and intention to control the product.” Based on the terms of our contracts, a customer’s “control” is based on analysis of the following; (i) when a customer arranges shipment of product themselves, and once the product has left our dock, Amerityre Corporation (the “Company” or “Amerityre”), recognizes revenue for the product.  In effect by arranging their own freight, the customer is “taking control” of the product when it leaves our warehouse; or (ii) when a customer does not arrange shipment of product themselves, we cannot recognize revenue until it is delivered and the customer takes “control” of the product. This establishes a “deferred revenue” event until such time as delivery of the product has been completed and we have proof from the shipper of the delivery (and change in control).

 

Deferred revenue was $841,$9,049, inclusive of $122$1,494 of shipping and handling revenue (see below), as of DecemberMarch 31, 2020.2021. There was no deferred revenue of $6,275, inclusive of $945 of shopping and handling revenue as of DecemberMarch 31, 2019.2020.

 

7

AMERITYRE CORPORATION

Notes to the Unaudited Financial Statements

March 31, 2021

Shipping and Handling

 

Shipping and Handling Fees require that freight costs charged to customers be classified as revenues. Freight expenses are included in costs of sales and are recognized as incurred.  Due to our adoption of ASC 606 as discussed above, we defer the revenues of shipping and handling until the related revenue is also recognized.

 

The result of this accounting is a deferral of $122$1,494 as of DecemberMarch 31, 20202021 and $0$945 as of DecemberMarch 31, 2019.2020.

 

7

AMERITYRE CORPORATION

Notes to the Unaudited Financial Statements

December 31, 2020

Basic and Fully Diluted Net Income (Loss) Per Share

 

Basic and Fully Diluted net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period.

 

Our outstanding stock options and warrants and shares issuable upon conversion of outstanding convertible notes have been excluded from the basic and fully diluted net loss per share calculation.  We excluded 1,030,000 and 2,870,000 common stock equivalents for the periods ended DecemberMarch 31, 20202021 and 2019,2020, respectively, because they are anti-dilutive.

 

Recent Accounting Pronouncements

 

Other recentRecent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC, did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.

 

NOTE 3 – INVENTORY

 

Inventory is stated at the lower of cost (computed on a first-in, first-out basis) or net realizable value.  The inventory consists primarily of chemicals, finished goods produced in our plant and products purchased for resale.

 

 

December 31, 2020

  

June 30, 2020

  

March 31, 2021

  

June 30, 2020

 
 

(Unaudited)

      

(Unaudited)

     

Raw Materials

 $272,914  $263,573  $328,399  $263,573 

Finished Goods

  597,343   618,104   553,163   618,104 

Inventory reserve

  (114,006

)

  (87,006

)

  (115,387

)

  (87,006

)

Inventory – net (Current and long term)

 $756,251   794,671  $766,175   794,671 

 

Our inventory reserve reflects items that were deemed to be defective or obsolete based on an analysis of all inventories on hand.

 

The Company critically reviews all slow-moving inventory to determine if it is defective or obsolete.  If not defective or obsolete we presented these items as non-current inventory, although all inventory is ready and available for sale at any moment.  

 

8

AMERITYRE CORPORATION

Notes to the Unaudited Financial Statements

December 31, 2020

NOTE 4 RIGHT TO USE LEASE ASSETS

 

Based on our lease accounting policy, we have identified the following operating leases. As of DecemberMarch 31, 2020,2021, we have no financing leases:

 

 

December 31, 2020

  

June 30, 2020

  

March 31, 2021

  

June 30, 2020

 
 

(Unaudited)

      

(Unaudited)

     

Facility lease

 $521,100  $594,000  $484,650  $594,000 

Leasehold improvements related to our facility

  291,161   280,376   286,854   280,376 

Accumulated amortization – leasehold improvements

  (188,628

)

  (182,369

)

  (187,652

)

  (182,369

)

Right to use leased assets, operating, net

 $623,633  $692,007  $583,852  $692,007 

 

In March 2019 we negotiated a five-year extension of the lease for our executive office and manufacturing facility located at 1501 Industrial Road, Boulder City, Nevada.  The property consists of a 49,200 square foot building.  We currently occupy all 49,200 square feet, inclusive of approximately 5,500 square feet of office space, situated on approximately 4.15 acres.  Our remaining liability under this agreement is $521,100,$484,650, payable at amounts ranging from $11,750 to $12,600 a month until June 30, 2024.

 

8

AMERITYRE CORPORATION

Notes to the Unaudited Financial Statements

March 31, 2021

NOTE 5 – DEBT

 

A former board member, Silas O. Kines, was the principal owner of Forklift Tire of Florida and K-2 Industrial Tire, Inc.  In accordance with the Commission Agreement with Forklift Tire of Florida, dated February 2, 2011, between Amerityre Corporation and K-2 Industrial Tire, Inc., K-2 is due a five percent (5%) commission on all forklift tire sales.  In exchange for the forklift models transferred to Amerityre under that agreement, the first $96,000 in commission payments will be used to extinguish the long-term liability recorded on the transaction.  As of DecemberMarch 31, 2020,2021, $2,000 and $61,551$61,532 (June 30, 2020, $2,000 and $61,867) were recorded for the current and long-term portion, respectively, of the related liability.

 

In April 2020, the Company secured a loan from the Small Business Administration Paycheck Protection Program. The loan amount was $149,570 and had a term of 2 years at 1% interest. In November 2020, the Company’s received full forgiveness by the Small Business Administration. 

 

NOTE6 – STOCK OPTIONS AND WARRANTS

 

On July 22, 2020, the Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”) which contains provisions for up to 5,000,000 stock-based instruments to be granted to employees, consultants and directors.

 

Effective September 24, 2020, the Company filed a withdrawwithdrawal of designation related to the 2013 Series Convertible Preferred Stock designation. In doing so, the State of Nevada also withdrew all preferred shares authorized. The Company will file a new designation authorizing preferred shares should this be needed in the future.

 

No stock or options have been granted as of DecemberMarch 31, 20202021 or in fiscal year 2021.  

 

A summary of the status of our outstanding stock options as of DecemberMarch 31, 20202021 and June 30, 202020 and changes during the periods then ended is presented below:

 

 

December 31, 2020

 

June 30, 2020

 

 

March 31, 2021

  

June 30, 2020

 

 

 

 

 

 

Weight Average

 

Intrinsic

 

 

 

 

 

Weight Average

 

Intrinsic

 

     

Weight Average

  

Intrinsic

      

Weight Average

  

Intrinsic

 

 

Shares

 

Exercise Price

 

Value

 

Shares

 

Exercise Price

 

Value

 

 

Shares

  

Exercise Price

  

Value

  

Shares

  

Exercise Price

  

Value

 

Outstanding beginning of period

 

2,870,000

 

$

0.12

 

 

 

3,970,000

 

$

0.12

 

 

 

  2,870,000  $0.12       3,970,000  $0.12     

Granted

 

0

 

$

0.00

 

 

 

0

 

$

0.00

 

 

 

  0  $0.00       0  $0.00     

Expired/Cancelled

 

(1,840,000

)

 

$

(0.12

)

 

 

 

(1,100,000

)

 

$

(0.10

)

 

 

 

  (1,840,000

)

 $(0.12

)

      (1,100,000

)

 $(0.14

)

    

Exercised

 

 

0

 

$

0.00

 

 

 

 

0

 

$

0.00

 

 

 

  0  $0.00       0  $0.00     

Outstanding end of period

 

 

1,030,000

 

$

0.12

 

$

0

 

 

2,870,000

 

$

0.12

 

$

0

 

  1,030,000  $0.12  $0   2,870,000  $0.12  $0 

Exercisable

 

 

1,030,000

 

$

0.12

 

$

0

 

 

2,870,000

 

$

0.12

 

$

0

 

  1,030,000  $0.12  $0   2,870,000  $0.12  $0 

 

The following table summarizes the range of outstanding and exercisable options as of March 31, 2021:

    

Outstanding

  

Exercisable

 

Range of

Exercise Prices

  

Number Outstanding

at

March 31, 2021

  

Weighted

Average

Remaining

Contractual Life

  

Weighted

Average

Exercise Price

  

Number

Exercisable at

March 31, 2021

  

Weighted

Average Remaining

Contractual Life

 
$0.08   150,000   0.67  $0.08   150,000   0.67 
$0.10   480,000   0.75  $0.10   480,000   0.75 
$0.17   400,000   0.67  $0.17   400,000   0.67 
     1,030,000           1,030,000     

 

 

AMERITYRE CORPORATION

Notes to the Unaudited Financial Statements

DecemberMarch 31, 20202021

 

The following table summarizes the range of outstanding and exercisable options as of December 31, 2020:NOTE7 – STOCK AWARDS

 

 

 

 

 

Outstanding

 

 

Exercisable

 

Range of

Exercise Prices

 

 

Number Outstanding

at

December 31, 2020

 

 

Weighted

Average

Remaining

Contractual Life

 

 

Weighted

Average

Exercise Price

 

 

Number

Exercisable at

December 31, 2020

 

 

Weighted

Average Remaining

Contractual Life

 

$

0.08

 

 

 

150,000

 

 

 

0.92

 

 

$

0.08

 

 

 

150,000

 

 

 

0.92

 

$

0.10

 

 

 

480,000

 

 

 

1.00

 

 

$

0.10

 

 

 

480,000

 

 

 

1.00

 

$

0.17

 

 

 

400,000

 

 

 

0.92

 

 

$

0.17

 

 

 

400,000

 

 

 

0.92

 

 

 

 

 

 

1,030,000

 

 

 

 

 

 

 

 

 

 

 

1,030,000

 

 

 

 

 

Effective January 1, 2021, the Company renewed the Chief Executive Officer’s Employment Agreement.  The new Agreement extends his term of employment to December 31, 2021.  Inclusive in this new Agreement is a stock award of 2.7 million shares of the Company’s common stock vesting ratably over 12 months (January 2021 – December 2021), valued at a fixed rate of $0.031, the average price per share of the Company’s common stock for the period December 24, 2020 to December 31, 2020. 

On January 1, 2021, 60,000 shares of common stock were granted to the Company’s Chief Financial Officer as part of her employment renewal.  The Company’s common stock vesting ratably over 12 months (January 2021 – December 2021), valued at a fixed rate of $0.031, the average price per share of the Company’s common stock for the period December 24, 2020 to December 31, 2020. 

In the January 2021 Board Meeting, the Chairman of the Board proposed compensation to the independent members of the Board of Directors such that each such director’s compensation would be in company shares that are both granted and vested as of each Board meeting each independent Director attends, at the following share amounts: Audit Committee Chair 15,000 per meeting, Board Secretary 15,000 per meeting, all other independent Directors 10,000 per meeting. As the shares are both granted and vested per Board meeting attended, the value of the related shares are the closing stock price on each meeting date. The Board approved this plan. The value of these shares ranged between $0.02 and $0.10 per share during the three-month quarter ended March 31, 2021. 

 

NOTE 8 SUBSEQUENT EVENTS

 

Effective January 1,The Company has evaluated all activity through May 14, 2021 (the date the Company renewedFinancial Statements were available to be issued) and concluded that no subsequent events have occurred that would require recognition in the Chief Executive Officer’s Employment Agreement.  The new Agreement extends his term of employment to December 31, 2021.  InclusiveFinancial Statements or disclosure in this new Agreement is a stock award of 2.7 million shares of the Company’s common stock vesting ratably over 12 months (January 2021 – December 2021), valued at a fixed rate of $0.031, the average price per share of the Company’s common stock for the period December 24, 2020 to December 31, 2020. 

On January 1, 2021, 60,000 shares of common stock were grantedNotes to the Company’s Chief Financial Officer as part of her employment renewal.  The Company’s common stock vesting ratably over 12 months (January 2021 – December 2021), valued at a fixed rate of $0.031, the average price per share of the Company’s common stock for the period December 24, 2020 to December 31, 2020. 

Statements.

 

 

ITEM 2. MANAGEMENT’SMANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This discussion and analysis contains statements of a forward-looking nature relating to future events or our future financial performance or financial condition. Such statements are only predictions and the actual events or results may differ materially from the results discussed in or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors”Risk Factors in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020, as well as those discussed elsewhere in this report. The historical results set forth in this discussion and analyses are not necessarily indicative of trends with respect to any actual or projected future financial performance. This discussion and analysis should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this report.

 

Overview

 

Amerityre engages in the research and development, manufacturing, and sale of solid polyurethane foam tires.  We have developed unique polyurethane formulations that allow us to make products with superior performance characteristics, compared to conventional rubber tires, in the areas of abrasion resistance, energy efficiency and load-bearing capabilities.  Our manufacturing processes are more energy efficient than the traditional rubber tire manufacturing processes, in part because our polyurethane compounds do not require the multiple processing steps, extreme heat, and high pressure necessary to cure rubber. We believe tires produced with our proprietary polyurethane formulations last longer, are less susceptible to failure and are friendlier to the environment when compared to competitor offerings.

 

We focus our business on applications and markets where our advantages in product technology, tire performance, and customer service give us an opportunity to obtain premium pricing. Our most recent activities in these areas are set forth below:

Light Duty Polyurethane Foam Tires – The sale of polyurethane foam tires to original equipment manufacturers, distributors and dealers accounts for the majority of our revenue. We produce a broad range of products for the light duty tire market, including bicycle tires, hand truck tires, mobility tires, and lawn/garden tires.product line can be divided into 3 main formulation types. Our product development and marketing efforts are focused on building customer relationships and expanding sales with original equipment manufacturers and tire distributors.  Our competitive advantage is creating unique product solutions for customers who have challenging tire performance requirements that cannot be met by competitor offerings.

 

Closed cell Polyurethane Foam Tires – The sale of polyurethane foam tires to original equipment manufacturers, distributors, and dealers accounts for the majority of our sales revenue. We produce a broad range of tire sizes for the light duty tire market, including bicycle tires, hand truck tires, mobility tires, and lawn/garden tires.

Despite the negative effects of COVID-19 on the overall business climate, we experienced higher than expected demand for our polyurethane foam tires in the recent quarter. Sales for the fiscal secondthird quarter 2021 were 9.9%10.6% higher than the sales level in fiscal secondthird quarter 2020. Some of these sales are likely “catch up” sales relatedWe continue to the reopening of our customers from the COVID shutdown, but we are seeingsee the same strong sales trends that we saw last year during the pre-COVID period. Our current customers are increasing sales of their current products and we continue to engage new customers to expand our customer base.

Our industrial tire product line, which includes our golf car tires, our 480 x 12 tires, and our 570 x 12 tires, continues to see strong growth. We expect these tires to continue to grow in popularity in the coming quarters.

 

Polyurethane Elastomer Industrial Tires Our elastomer formulations are used to manufacture tires requiring higher levels of abrasion resistance and greater load bearing capability. Forklift tires constitute a large part of this market, with other industrial and agricultural applications representing other opportunities. Overall sales volumes of our forklift tires remain small, less than 0.1% of our total sales revenue. Price sensitive consumers continue to favor imported solid rubber press-on forklift tires rather than our products. We have not devoted significant resources towards promoting this product line. OurWe have been working with OEMs to utilize our elastomer formulations for large industrial tire product line, which includes our golf car tires, our 480 x 12equipment tires and our 570 x 12 tires, continues to see strong growth. We offeragricultural applications, and we await the 480 x 12 and 570 x 12 tires in both polyurethane foam and light density elastomer formulations. We expect these tires to continue to grow in popularity in the coming quarters.results of trials that are currently ongoing.

 

Light Density Elastomer TiresThe Company continues to see greater interest in its light-density elastomer formulation for use in tire applications where customers need higher abrasion resistance and load bearing capability. Our ElastothaneTM 500 formulation provides better performance in these areas compared to our closed cell foam formulation. Lawn and garden tire applications continue to drive increased sales of this formulation. We continue to believe this new formulation represents a significant upside opportunity for our product portfolio.

Agricultural Tiresexpect Agricultural tires sales continue to be negatively impacted by low farm income levels. However,increase in the recent increasecoming quarters as increases in the price of in farm commodity prices maycrops such as corn and soybeans should result in more disposaldisposable income for farmers in 2021.farmers. We continue to approach OEMs and large distributors about promoting and utilizing our tires for certain applications, but progress with these potential customers has been limited to date.and several are evaluating sample tires. The introduction of our ElastothaneTMElastothaneTM 500 formulation has enabled us to offer a better product alternative for abrasive applications.

 

We believe investment in new and improved products is important to the continued growth and success of our overall business, and we will selectively invest in promising opportunities that can be supported within our current financial model. We have several product evaluationevaluations programs ongoing which have the potential to develop into significant future business. We expect our current R&D investments to continue to prove to be a prudent investment of our capital resources.

 

A major component of the strategic operating plan we discussed during our annual meeting in December 2020 was the desire to establish partnerships with large OEMs and distributors to increase our distribution capabilities. We continue to have discussions with various entities to establish these relationships, which we believe would be advantageous for both parties. Testing of our tires in several applications are ongoing by these potential partners, and we are confident that some of these opportunities will result in new business for Amerityre in the coming quarters.

 

As described above, our product line covers diverse market segments which are unrelated in terms of customer base, product distribution, market demands and competition. Our external sales team is comprised of independent manufacturer representatives.representatives with inside sales support. The Company’s continued emphasis on proper product pricing continues to drive more profitable sales. Our website educates the marketplace about our products as well as offers an outlet for online sales.

 

Factors Affecting Results of Operations

 

Our operating expenses consisted primarily of the following:

 

Cost of sales, which consists primarily of raw materials, components and production costs of our products, including applied labor costs and benefits expenses, maintenance, facilities and other operating costs associated with the production of our products;

 

Selling, general and administrative expenses, which consist primarily of salaries, commissions and related benefits paid to our employees and related selling and administrative costs including professional fees;

 

Research and development expenses, which consist primarily of direct labor conducting research and development, equipment and materials used in new product development and product improvement using our technologies;

 

• 

Consulting expenses, which consist primarily of amounts paid to third-parties for outside services;

Consulting expenses, which consist primarily of amounts paid to third-parties for outside services;

 

•  

Depreciation and amortization expenses which result from the depreciation of our property and equipment, including amortization of our intangible assets; and

Depreciation and amortization expenses which result from the depreciation of our property and equipment, including amortization of our intangible assets; and

 

• 

Stock based compensation expense related to stock and stock option awards issued to employees and consultants for services performed for the Company.

Stock based compensation expense related to stock and stock option awards issued to directors, employees and consultants for services performed for the Company.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with United States generally accepted accounting principles.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.  On an ongoing basis, we evaluate our estimates, including those related to uncollectible receivables, inventory valuation, deferred compensation and contingencies.  We base our estimates on historical performance and on various other assumptions that we believe to be reasonable under the circumstances.  These estimates allow us to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

We believe the following accounting policies are ourAt present we do not have any critical accounting policies because they are important to the portrayal of our financial condition and results of operations and theythat require critical management judgments and estimates about matters that may be uncertain.  If actual results or events differ materially from those contemplated by us in making these estimates, our reported financial condition and results of operations for future periods could be materially affected.

Valuation of Intangible Assets and Goodwill

Patent and trademark costs have been capitalized at December 31, 2020, totaling $487,633 with accumulated amortization of $403,396 for a net book value of $84,237. Patent and trademark costs capitalized at December 31, 2019, totaled $487,633 with accumulated amortization of $385,880 for a net book value of $101,753.

 

The patents which have been granted are being amortized over a period of 20 years. Patents which are pending or are being developed are not amortized. Amortization begins once the patents have been issued. As of December 31, 2020, and 2019, respectively, there were no pending patents.  Annually, pending or expired patents are inventoried and analyzed, which resulted in the recognition of a loss on abandonment, expiration or retirement of patents and trademarks of $-0- for each of the three and six month periods ended December 31, 2020 and 2019, respectively.

Amortization expense for the periods ended December 31, 2020 and 2019 was $8,667 and $8,849 respectively.  The Company evaluates the recoverability of intangibles and reviews the amortization period on a continual basis utilizing the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other.  We consider the following indicators, among others, when determining whether or not our patents are impaired:

any changes in the market relating to the patents that would decrease the life of the asset;

any adverse change in the extent or manner in which the patents are being used;

any significant adverse change in legal factors relating to the use of the patents;

current period operating or cash flow loss combined with our history of operating or cash flow losses;

future cash flow values based on the expectation of commercialization through licensing; and

current expectations that, more likely than not, the patents will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

 

Results of Operations

 

Our management reviews and analyzes several key performance indicators in order to manage our business and assess the quality and potential variability of our sales and cash flows.  These key performance indicators include:

 

•  

Revenues, net of returns and trade discounts, which consists of product sales and services and is an indicator of our overall business growth and the success of our sales and marketing efforts;

Revenues, net of returns and trade discounts, which consists of product sales and services and is an indicator of our overall business growth and the success of our sales and marketing efforts;

 

•  

Gross profit, which is an indicator of both competitive pricing pressures and the cost of goods sold of our products and the mix of product and license fees, if any;

Gross profit, which is an indicator of both competitive pricing pressures and the cost of goods sold of our products and the mix of product and license fees, if any;

 

•  

Growth in our customer base, which is an indicator of the success of our sales efforts; and

Growth in our customer base, which is an indicator of the success of our sales efforts; and

 

Distribution of sales across our products offered.

 

The Company, in light of the impact COVID-19 has had on our business, has decided to implement a price increase on most of its products starting on April 1, 2021. We have seen over the past 4 months significant increases in the pricing of our raw materials. The January winter storms in Texas took all polyol manufacturing offline for several weeks as these facilities needed to be repaired and brought back online. Combined with COVID-19 caused reductions in capacity, the Company was fortunate to receive enough material to maintain operations, albeit at significantly higher prices and an amount that limited our ability to fulfill orders on a timely basis. It is expected that availability of supply in the chemical markets will increase in the coming months, but it is not clear that pricing will return to the lower levels of last year, or even stabilize at current levels. Management will continue to monitor the situation and is prepared to make further product pricing adjustments if necessary. In the following paragraphs we address the material factors that affect our business.

•  

Distribution of sales across our products offered.

 

The following summary table presents a comparison of our results of operations for the fiscal quarters ended DecemberMarch 31, 20202021 and 20192020 with respect to certain key financial measures.  The comparisons illustrated in the table are discussed in greater detail below. 

 

 

 

For the Three Months Ended

December 31,

 

 

 

 

 

 

For the Six Months Ended

December 31,

 

 

 

 

 

 

 

(in 000’s)

 

 

Change

 

 

(in 000’s)

 

 

Change

 

 

 

2020

 

 

2019

 

 

2020 vs. 2019

 

 

2020

 

 

2019

 

 

2020 vs. 2019

 

Net revenues

 

$

1,205

 

 

$

1,067

 

 

 

12.9

%

 

$

2,256

 

 

$

2,047

 

 

 

10.2

%

Cost of revenues

 

 

(904

)

 

 

(768

)

 

 

17.6

%

 

 

(1,611

)

 

 

(1,460

)

 

 

10.3

%

Gross profit

 

 

301

 

 

 

299

 

 

 

0.3

%

 

 

645

 

 

 

587

 

 

 

9.9

%

Research & Development

 

 

(31

)

 

 

(36

)

 

 

(13.9

%)

 

 

(51

)

 

 

(62

)

 

 

(17.7

%)

Sales and Marketing

 

 

(51

)

 

 

(51

)

 

 

0.0

%

 

 

(111

)

 

 

(95

)

 

 

16.8

%

General and Administrative

 

 

(186

)

 

 

(174

)

 

 

6.9

%

 

 

(396)

)

 

 

(366

)

 

 

8.2

%

Other income (expense)

 

 

143

 

 

 

-

 

 

 

100.0

%

 

 

144

 

 

 

3

 

 

 

4,700

%

Net income

 

 

176

 

 

 

38

 

 

 

363.2

%

 

 

231

 

 

 

67

 

 

 

244.8

%

Preferred stock dividend

 

 

-

 

 

 

(25

)

 

 

(100.0

%)

 

 

-

 

 

 

(50

)

 

 

(100.0

%)

Net income

 

$

176

 

 

$

13

 

 

 

1,253.8

%

 

$

231

 

 

$

17

 

 

 

1,258.8

%

  

For the Three Months Ended

March 31,

      

For the Nine Months Ended

March 31,

     
  

(in 000’s)

  

Change

  

(in 000’s)

  

Change

 
  

2021

  

2020

  

2021 vs. 2020

  

2021

  

2020

  

2021 vs. 2020

 

Net revenues

 $1,241  $1,122   10.6

%

 $3,497  $3,169   10.4

%

Cost of revenues

  (884

)

  (769

)

  15.0

%

  (2,495

)

  (2,229

)

  11.9

%

Gross profit

  357   353   1.1

%

  1,002   940   6.6

%

Research & Development

  (26

)

  (27

)

  (3.7

%)

  (77

)

  (89

)

  (13.5

%)

Sales and Marketing

  (59

)

  (53

)

  11.3

%

  (170

)

  (147

)

  15.6

%

General and Administrative

  (192

)

  (173

)

  11.3

%

  (588

)

  (539

)

  9.1

%

Other income (expense)

  -   -   0.0

%

  144   3   4700.0

%

Net income

  80   100   (20.0

%)

  312   168   85.1

%

Preferred stock dividend

  -   (25

)

  (100.0

%)

  -   (75

)

  (100.0

%)

Net income

 $80  $75   6.7

%

 $312  $93   234.4

%

 

Quarter Ended DecemberMarch 31, 20202021 Compared to DecemberMarch 31, 20192020

 

Net Revenues.  Net revenues of $1,204,990$1,240,997 for the quarter ended DecemberMarch 31, 2020,2021, represents a 12.9%10.6% increase over net revenues of $1,067,440$1,121,805 for the same period in 2019.2020. These results exceeded our expectations. The improved results were mainly driven by higher than expected polyurethane foam tire sales from current customers. We were fortunate that the majority of customers benefittingwere able to remain open and benefit from increasing business reopeningactivity as other businesses emerge from shutdowns due to COVID. Revenue for the COVID-19 shutdown.quarter was constrained by the lack of available raw material, as discussed earlier. The net effect of this raw material situation was to delay sales to the FY 2021 4th quarter. Although a few customers cancelled orders because of these delays, the majority of customers, as of now, have kept their orders in place, which has resulted in our sales backlog being 25% higher than the normal backlog level for this time of year. However, as delays continue to exist, we may see more customers cancel their orders and find tires elsewhere, which could hurt our revenues in upcoming quarters. We expect our polyurethane foam products to continue to account for the majority of our sales during the upcoming fiscal year.

 

Cost of Revenues.  Cost of revenues for the quarter ended DecemberMarch 31, 20202021 was $903,543$883,946 or 75.0%71.2% of sales compared to $768,758$768,943 or 72.0%68.5% of sales for the same period in 2019.2020. We experienced higher raw material costs, particularly chemical feedstocks, during the recent quarter. Our chemical suppliers have informed us that there will likely be significantcontinued price increases in the coming months for our raw materials due to the impact of operating issues at the supplier manufacturing facilities and increased difficulties in receipt of imported material.on an already tight chemical market. Despite the changes in the government due to the election, we also expect tariffs on Chinese goods to remain in place for the foreseeable future. We expect these headwinds to continue to pressure our Gross Margins for the rest of the fiscal year, at a minimum. We are looking at ways to mitigate these adverse factors, including price increases on the adjustment of product pricingproducts sold to our customers. However, continuing increases in raw material costs may result in a situation where Amerityre cannot provide product profitably at a price acceptable to its customers, resulting in Amerityre effectively being priced out of its markets.

 

Gross Profit.  Gross profit for the quarter ended DecemberMarch 31, 20202021 was $301,447$357,051 compared to $298,682$352,862 for the same period in 2019.2020. This increase of $2,765$4,189 or 9.9%1.1% over the same period in 2019,2020, was primarily driven by the greater sales of product offsetting the higher margin products.costs mentioned in the previous section.   The DecemberMarch 31, 20202021 gross profit reflects a 25.0%28.8% gross margin for product sales compared to a gross margin on product sales of 28.0%31.5% in 2019.2020.

 

Research & Development Expenses (R&D).  Research and development expenses for the quarter ended DecemberMarch 31, 20202021 were $30,507$26,192 compared to $35,897$26,614 for the same period in 2019.2020. We continue to selectively invest in product formulation and new product development where appropriate to support our business plan.

 

Sales & Marketing Expenses. Sales and marketing expenses for the quarter ended DecemberMarch 31, 20202021 were $51,102, virtually identical$59,068 compared to the $51,309 spent on Sales and Marketing expenses$52,652 for the same period in 2019.2020. The difference between periods relates to higher sales commissions paid, offset by lower trade show expenses, when compared to the same three-month period in 2020

 

General & Administrative Expenses. General and administrative expenses for the quarter ended DecemberMarch 31, 20202021 were $186,014$191,589 compared to $172,936$173,297 for the same period in 2019,2020, driven by higher compensation costs, including stock compensation, partially offset by lower legal and depreciation costs.

Other Income (Expense), net.  Other income, net, for the quarter ended December 31, 2020 was $143,028 compared to an expense position of $145 for the same period in 2019. The primary driver of this variance was the forgiveness of our loan from the Small Business Administration Paycheck Protection Program.

 

Net Income.  Net income for the quarter ended DecemberMarch 31, 20202021 was $176,852,$80,651, compared to net income of $38,395$100,296 for the same period in 2019, resulting in2020. This represents a positive increasedecrease in net income of $138,457.$19,645 or a 363.2% increase in net income20.0% versus the same period in 2019.2020.

 

SixNine Months Ended DecemberMarch 31, 20202021 Compared to DecemberMarch 31, 20192020

 

Net Revenues.  Net revenues of $2,256,276$3,497,273 for the six-monthnine-month period ended DecemberMarch 31, 2020,2021, represents a 10.2%10.4% increase over net sales of $2,046,737$3,168,542 for the same period in 2019.2020. These results were above our expectations and driven by increased demand for polyurethane foam tires from current customers. With the expected continuation of the reopening of businesses closed due to COVID -19, our current sales backlog level, as well as an increasing stronger overall economy, we expect sales for the rest of the fiscal year to be strong.strong, unless we see higher than expected order cancellations due to delays or price levels that are too high for our markets.

 

Cost of Revenues.  Cost of revenues for the six-monthnine-month period ended DecemberMarch 31, 20202021 was $1,611,109$2,495,055 or 71.4%71.3% of sales compared to $1,459,357$2,228,300 or 71.3%70.3% of sales for the same period in 2019. This result was achieved despite the2020. The previously noted increases in raw material costs.costs were the main factor in these results. We were able to mitigate some of these costs through the sale of higher margin products compared to the previous period in 2019.2020.

 

Gross Profit.  Gross profit for the six-monthnine-month period ended DecemberMarch 31, 20202021 was $645,167$1,002,218 compared to $587,380$940,242 for the same period in 2019,2020, an increase of $57,787$61,976 or 9.9%6.6% over the same period in 2019.2020.  The DecemberMarch 31, 20202021 gross profit reflects a 28.6%28.7% gross margin for product sales compared to a gross margin on product sales of 28.7%29.7% in 2019.2020.

 

Research & Development Expenses (R&D).  Research and development expenses for the six-monthnine-month period ended DecemberMarch 31, 20202021 were $50,978$77,170 compared to $61,913$88.527 for the same period in 2019.2020. The lower expenses in the fiscal year 20202021 period are driven by lower external tire testing expenses compared to the year earlier period.

 

Sales & Marketing Expenses. Sales and marketing expenses for the six-monthnine-month period ended DecemberMarch 31, 20202021 were $110,902$169,970 compared to $94,780$147,432 for the same period in 2019.2020. The difference between periods relates to higher sales commissions paid, offset by lower trade show expenses, when compared to the same six-monthnine-month period in 2019.2020.

 

General & Administrative Expenses.  General and administrative expenses for the six-monthnine-month period ended DecemberMarch 31, 20202021 were $396,500$588,089 compared to $366,366$539,663 for the same period in 2019. The difference between periods is due to2020, driven by higher compensation costs, including stock compensation, partially offset by lower legal expenses and depreciation costs.

 

Other Income, net.  Other income for the quarter ended DecemberMach 31, 20202021 was $143,848$144,297 compared to $2,977$2,974 for the same period in 2019.2020. The primary driver of this variance is the forgiveness of our loan from the Small Business Administration Paycheck Protection Program.

 

Net Income.  Net income for the six-monthnine-month period ended DecemberMarch 31, 20202021 of $230,635$311,286 compared to a net income of $67,298$167,594 for the same period in 2019,2020, an increase in net income of $163,337,$143,692, or 244.8%85.1%.

 

Liquidity and Capital Resources

 

Cash Flows

 

The following table sets forth a summary of our cash flows for the periods below. 

 

 

Six Months ended Dec. 31,

  

Nine Months ended March 31,

 
 

(in 000’s)

  

(in 000’s)

 
 

2020

  

2019

  

2021

  

2020

 

Net cash used in operating activities

 $(29

)

 $(162

)

Net cash provided by (used in) operating activities

 $53  $(73

)

Net cash used in investing activities

  (11

)

  (30

)

  (11

)

  (37

)

Net cash used in financing activities

  -   (25

)

  -   (25

)

Net decrease in cash during the period

 $(40

)

 $(217

)

Net increase in cash during the period

 $42  $(135

)

 

Net Cash Used by Operating Activities. In 2020, theThe Company decidedhas evaluated its current cash position relative to use a portion of its available cash to make a lump sum payment for annual insurance premiums rather than finance these expenditures over the course of the year. As a result, our prepaid assets increasedrequirements in the period. Duringfuture and has determined its cash levels are sufficient to cover its cash needs. The Company enjoys a strong level of cash on hand as well as an unused credit line facility. These cash resources have been critical during the past year as working capital needs have increased due to the extended time required to receive imported materials (which are paid for when they are ready to ship from the manufacturer) as well as Management’s decision to increase chemical stock levels when extra material became available for purchase. The Company is also planning on upgrading some production equipment by the end of quarter 1 fiscal 2021 second quarter we also saw a rise in finished product inventories in advance of our Christmas holiday shutdown, in orderyear 2022, which are anticipated to be prepared for customer product shipments in early January. Netpaid using our cash used in operating activities was $29,042 for the period ended December 31, 2020 compared to net cash provided by operating activities of $161,525 for the same period in 2019. 

Non-cash items include depreciation and amortization, stock-based compensation, the forgiveness of our loan from the Small Business Administration Paycheck Protection Program, proceeds of which were received in fiscal year 2020, and asset impairment.  Amortization includes the amortization of our right to use asset, our facility rent. Our net income was $230,635 for the six-month period ended December 31, 2020 compared to net income of $67,298 for the same six-month period in 2019.  The net income for the six-month period ended December 31, 2020 included non-cash expenses for depreciation and amortization of $108,161, stock-based compensation of $23,810, debt forgiveness of $149,570, and loss on impairment of assets $20,078.  As of December 31, 2019, depreciation and amortization was $120,762 and stock-based compensation totaled $19,654.

Net Cash Used by Investing Activities.  Net cash used by investing activities was $10,785 for the six-month period ended December 31, 2020 and $30,318 for the same period in 2019.  In fiscal year 2021, we invested in leasehold improvements by replacing our plant office HVAC units.

Net Cash Used by Financing Activities. Net cash used by financing activities was $315 for the six-month period December 31, 2020 and $25,121 for the same period in 2019. In fiscal year 2021 this was payment towards notes payable related to our forklift tires.reserves.

 

Our principal sources of liquidity consist of cash on hand and payments received from our customers. In February 2020, the Company secured a $50,000 line of credit with a local community bank. As of DecemberMarch 31, 2020, the2021, this credit line had not been used.

 

Historically, the current management team has been reluctant to pursue financing at terms that subject the Company to the high costs of debt, or raise money through the sale of equity at prices we believe do not reflect the true value of the Company. 

 

As part of its effort to maintain adequate working capital levels, Amerityre has not declared dividends on its preferred stock since June 2016. These unpaid dividends have accrued in the amount of $25,000 per quarter since that time. The preferred stock automatically converted on May 13, 2020 into 20,000,000 shares of common stock.

We continue to have access to a short-term receivable factoring agreement with a third party to sell our receivable invoices. This agreement enables us to sell individual customer invoices for faster cash flow to the Company. As of DecemberMarch 31, 2020,2021, we have not needed to activate this financing option due to increased focus on enforcement of established collection policies and proactive communication with customers.

 

Cash Position, Outstanding Indebtedness and Future Capital Requirements

 

At February 8,May 12, 2021, our total cash balance was $673,535,$691,307, none of which is restricted; accounts receivables were $429,709;$334,681; and inventory, net of reserves for slow moving or obsolete inventory, and other current assets was $605,814.$598,553. Our total indebtedness, specifically which management reviews for cash management, was $1,057,996$1,044,076 and includes $497,645$520,400 in accounts payable and accrued expenses, $2,000 in current portion of long-term debt, $61,551$61,326 in long-term debt and $496,800$460,350 in total operating lease liability.

 

We continue to take actions to improve our liquidity and access to capital resources. Management continues to maintain that an equity financing in the current market environment would be too dilutive and not in the best interests of our shareholders. We have been successful in securing a line of credit with our bank, and additional financing was secured in April 2020 from the U.S. government Paycheck Protection Program, a Small Business Administration loan program initiated to combat the negative effects of COVID-19 on U.S. small businesses. These new sources of liquidity have been key tools to provideenable the Company with the tools to overcome negative effects of the coronavirus on our business.

 

We are focused on the sale and distribution

 

In assessing our liquidity, management reviews and analyzes our current cash, accounts receivable, accounts payable, capital expenditure commitments, cash requirements and other obligations.  In connection with the preparation of our financial statements for the period ended DecemberMarch 31, 2020,2021, we have analyzed our cash needs for the next twelve months. We have concluded that our available cash and accounts receivables are sufficient to meet our current minimum working capital, capital expenditure and other cash requirements for this period.  We expect to limit manufacturing and sales operation investments until the negative effects of the COVID-19 pandemic can be fully quantified and addressed.  Although we have seen a significant increase in business activity in the recent quarter, we are not assured that a resurgence of the COVID-19 virus will not cause another significant decrease in demand from our customers If there is a new shutdown of the economy, and because we do not qualify at present for additional Paycheck Protection Program funding, we may lack sufficient working capital to meet our needs for the next 12 months.

 

The Company has, on occasion, instituted initiatives to incentivize sales of slower-moving inventory through promotional pricing. These programs will continue to be selectively utilized in the upcoming quarters to monetize inventory, promote individual product lines, and improve our cash flow.

 

As of February 8,May 12, 2021, the Company has approximately 27,547,00022,547,000 shares authorized and available for issuance. Although we are reluctant to raise money through stock sales at what we believe are dilutive share prices, these authorized but unissued and unreserved shares of our common stock can be utilized, if necessary, to raise new funds.

 

Off-Balance Sheet Arrangements

 

We do not currently have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts.

 

Cautionary Note Regarding Forward Looking Statements

 

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding economic conditions in general and in the agricultural market, in particular, the impact of the COVID-19 pandemic and the continued reopening of the economy and anticipated increase in product sales resulting therefrom, increases to the prices we charge for our products in response to increased costs we incur to obtain the materials needed to manufacture them, the possibility and expected effect of delays in reopening or future shutdowns in connection with COVID-19, operational actions taken by us to reduce expenditures as the economy continues to recover, expected sales levels for the remainder of the fiscal year ending June 30, 2021 and beyond, our ability to increase our authorized capital and pursue future financings, increased demand for our products and resulting sales and profits, the expansion of our customer base, continued strength of our current polyurethane foam tire market segment, the prudence of our research and development investments, the sufficiency of our cash on hand and credit line facility, and liquidity. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

 

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” in this report and in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020. In addition, there is a risk that the economic repercussions from COVID-19 may be more severe than we currently expect, particularly with the new strains emerging and the uncertainty if existing vaccinations will be effective against the new strains.strains, and vaccine hesitancy and slowing vaccination rates. Additionally, there is a risk that our price increases may result in lower revenues. New risk factors emerge from time-to-time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except as otherwise required by applicable laws, we undertake no obligation to publicly update or revise any forward-looking statements described in this report, whether as a result of new information, future events, changed circumstances or any other reason after the date this report is filed. 

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

As required by SEC Rule 13a-15(b), an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive and Financial Officers, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this quarterly report to ensure the information required to be disclosed by us in reports is timely recorded, processed, summarized and reported in accordance with the SEC’s rules and forms and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

 

 

 

 

PART II - OTHER INFORMATION

 

ITEM 1.LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

In addition to below, see “Part I. Item 1A. Risk Factors,” in our 2020 Annual Report.

 

Recent market condition changes in the chemical markets whichhas forced us to increase the prices we mentioned previously, representcharge customers for our products, and could have a new risk factor tomaterial adverse effect on demand for our operation. products, results of operations, and our financial condition

We have been informed by our suppliers that manufacturing plant problems arising from severe weather conditions in Texas in 2021 and previously reduced capacity due to the effects of COVID-19 , combined with an increase in demand for these chemical feedstocks, has created a shortage of available supply for raw materials, with several of these suppliers declaring a “force majeure”.majeure,” meaning that their non-performance under existing agreements should be excused due to the occurrence of one or more events beyond their control. While we could potentially challenge these assertions, practically speaking we would likely have difficulty seeking recourse without incurring significant expense. To date, we have been able to obtain the necessary materials to meet the demand requirements of our customers, albeit at higher raw material prices.prices and in longer than expected timeframes. We expect these higher prices to continue to pressure gross margins for the remainder of the fiscal year 2021. We are currently evaluatinghave evaluated our product pricing and will be likely implementing pricing adjustments to offset these raw material increases. We also continue to work with our suppliers to maintain our access to adequate quantities of raw materials to meet the increased demand for our products. While management believes these responses to be necessary to address these issues, there can be no assurance they will be sufficient, nor that they will not cause us to lose customer orders or customers, which would have a material adverse effect on our financial condition and results of operations.

 

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

 

None.In the January 2021 Board Meeting, the Chairman of the Board proposed compensation to the independent members of the Board of Directors such that each such director’s compensation would be in company shares that are both granted and vested as of each Board meeting each independent Director attends, at the following share amounts: Audit Committee Chair 15,000 per meeting, Board Secretary 15,000 per meeting, all other independent Directors 10,000 per meeting. The Company’s independent directors presently consist of Terry Gilland, George Stoddard, David Clark and David Hollister. As of the date of this report, any vested shares are accrued as stock payable and have not been issued.

 

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.OTHER INFORMATION

 

None.

 

 

ITEM 6.EXHIBITS

 

 

 

 

 

Incorporated by Reference

 

Filed or Furnished

Exhibit #

 

Exhibit Description

 

Form

 

Date

 

Number

 

Herewith

3.1

 

Articles of Incorporation of the Company

 

8-A12G

 

10/28/02

 

3.01

 

 

3.2

 

Certificate of Amendment to the Articles of Incorporation of the Company

 

8-A12G

 

10/28/02

 

3.01

 

 

3.3

 

Certificate of Amendment to the Articles of Incorporation

 

10-Q

 

2/14/13

 

3(i)

 

 

3.4

 

Bylaws of the Company

 

8-K

 

9/25/13

 

3.02

 

 

10.1

 

Employment Agreement between the Company and Michael Sullivan

 

8-K

 

12/20/19

 

5.02

 

 

 

 

 

 

 

 

 

 

 

 

 

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

Filed

31.2

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

Filed

32.1

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

Filed

32.2

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

Filed

101 INS

 

XBRL Instance Document

 

 

 

 

 

 

 

 

101 SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

 

 

 

 

Filed

101 CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

 

 

Filed

101 DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

 

Filed

101 LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

 

 

Filed

101 PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

Filed

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

 

 

 

 

    

Incorporated by Reference

 

Filed or Furnished

Exhibit #

 

Exhibit Description

 

Form

 

Date

 

Number

 

Herewith

3.1

 

Articles of Incorporation of the Company

 

8-A12G

 

10/28/02

 

3.01

  

3.2

 

Certificate of Amendment to the Articles of Incorporation of the Company

 

8-A12G

 

10/28/02

 

3.01

  

3.3

 

Certificate of Amendment to the Articles of Incorporation

 

10-Q

 

2/14/13

 

3(i)

  

3.4

 

Bylaws of the Company

 

8-K

 

9/25/13

 

3.02

  

10.1

 

Employment Agreement between the Company and Michael Sullivan

 

8-K

 

1/7/21

 

10.1

  
           

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

       

Filed

31.2

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

       

Filed

32.1

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

       

Filed

32.2

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

       

Filed

101 INS

 

Inline XBRL Instance Document

        

101 SCH

 

Inline XBRL Taxonomy Extension Schema Document

       

Filed

101 CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

       

Filed

101 DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

       

Filed

101 LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

       

Filed

101 PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

       

Filed

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

        

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

Dated:  February 12,May 14, 2021

 

AMERITYRE CORPORATION

By:

/s/ Michael F. Sullivan

/s/ Lynda R. Keeton-Cardno

Michael F. Sullivan

Chief Executive Officer

(Principal Executive Officer)

Lynda R. Keeton-Cardno

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

 

2120
iso4217:USD xbrli:shares