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 December 31, 20192020

 

OR

 

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

 

For the transition period from _______ to _______

 

COMMISSION FILE NO. 0-17629

 

ADM TRONICS UNLIMITED, INC.
(Exact name of registrant as specified in its charter)

 

Delaware

(State or Other Jurisdiction

of Incorporation or organization)

22-1896032

(I.R.S. Employer

Identification Number)

 

224-S Pegasus Ave., Northvale, New Jersey 07647
(Address of Principal Executive Offices)

 

Registrant's Telephone Number, including area code: (201) 767-6040

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

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 a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions 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 ☒

 

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:

 

67,588,49267,588,504 shares of Common Stock, $.0005 par value, as of February 19, 2020.12, 2021

 


 

 

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

 

INDEX

 

 

Page

Number

Part I - Financial Information

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements:

 

 

 

 

 

Condensed Consolidated Balance Sheets – December 31, 20192020 (unaudited) and March 31, 20192020 (audited)

3

 

 

 

 

Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 20192020 and 20182019 (unaudited)

4

 

 

 

Condensed Consolidated Statement of Stockholders’ (Deficiency)Equity for the nine months ended December 31, 20192020 (unaudited)

5

 

Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 20192020 and 20182019 (unaudited)

6

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

7

 

 

 

Item 2.

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

1316

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

1519

 

 

 

Item 4.

Controls and Procedures

1619

 

 

 

Part II - Other Information

 

 

 

 

Item 1.

Legal Proceedings

1720

 

 

 

Item 1A.

Risk Factors

1720

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

1720

 

 

 

Item 3.

Defaults Upon Senior Securities

1720

 

 

 

Item 4.

Mine Safety Disclosures

1720

 

 

 

Item 5.

Other Information

1720

 

 

 

Item 6.

Exhibits

1721

 


 

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS 

 

  

December 31,

  

March 31,

 
  

2019

  

2019

 
  

(Unaudited)

  

(Audited)

 

ASSETS

        
         

Current assets:

        

Cash and cash equivalents

 $1,601,435  $1,555,687 

Accounts receivable, net of allowance for doubtful accounts of $160,000 for each period

  712,141   916,844 

Inventories

  523,240   326,308 

Prepaid expenses and other current assets

  106,922   28,582 

Total current assets

  2,943,738   2,827,421 
         

Other Assets:

        

Property and equipment, net of accumulated depreciation of $136,226 and $108,099 at December 31, 2019 and March 31, 2019, respectively

  67,334   95,461 

Right-of-use asset

  719,825   - 

Accounts receivable-related party

  330,090   330,090 

Inventories - long-term portion

  85,457   85,457 

Intangible assets, net of accumulated amortization of $13,082 and $12,035 at December 31, 2019 and March 31, 2019, respectively

  7,852   8,899 

Other assets

  90,538   90,764 

Deferred tax asset

  1,025,000   1,107,000 

Total other assets

  2,326,096   1,717,671 
         

Total assets

 $5,269,834  $4,545,092 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

        
         

Current liabilities:

        

Capital lease payable

 $29,505  $31,196 

Line of credit

  -   169,885 

Accounts payable

  288,132   275,591 

Accrued expenses and other current liabilities

  135,120   150,549 

Customer deposits

  668,244   321,441 
Current operating lease liability  68,588     

Due to stockholder

  123,117   139,322 

Total current liabilities

  1,312,766   1,087,984 
         

Long-term liabilities

        

Capital lease payable, net of current portion

  -   22,450 

Operating lease liability, net of current portion

  616,654   - 

Total long-term liabilities

  616,654   22,450 
         
         

Total liabilities

 $1,929,360  $1,110,434 
         

Stockholders' equity:

        

Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued and outstanding

 $-  $- 

Common stock, $0.0005 par value; 150,000,000 shares authorized, 67,588,492 shares issued and outstanding

  33,794   33,794 

Additional paid-in capital

  33,294,069   33,294,069 

Accumulated deficit

  (29,987,390)  (29,893,205)

Total stockholders' equity

  3,340,473   3,434,658 
         

Total liabilities and stockholders' equity

 $5,269,833  $4,545,092 

 

  

December 31,

  

March 31,

 
  

2020

  

2020

 
  (Unaudited)  

(Audited)

 

ASSETS

        
         

Current assets:

        

Cash and cash equivalents

 $1,449,629  $1,438,714 

Accounts receivable, net of allowance for doubtful accounts of $225,000 at December 31, 2020 and March 31, 2020

  877,408   860,539 

Inventories

  448,032   372,635 

Prepaid expenses and other current assets

  66,185   23,525 
         

Total current assets

  2,841,254   2,695,413 
         

Other Assets:

        

Property and equipment, net of accumulated depreciation of $173,275 and $145,602 December 31, 2020 and March 31, 2020, respectively

  30,285   57,958 

Operating lease asset

  655,547   706,307 

Accounts receivable-related party

  330,090   330,090 

Inventories - long-term portion

  132,080   132,080 

Intangible assets, net of accumulated amortization of $16,151 and $14,091 at December 31, 2020 and March 31, 2020, respectively

  19,643   21,703 

Other assets

  90,538   90,538 

Deferred tax asset

  1,013,000   1,019,000 

Total other assets

  2,271,183   2,357,676 
         

Total assets

 $5,112,437  $5,053,089 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

        
         

Current liabilities:

        

PPP loan - current

 $190,500  $- 

Financing lease payable

  -   21,458 

Line of credit

  85,000   30,000 

Operating lease liability-current

  70,703   68,106 

Accounts payable

  337,640   365,475 

Accrued expenses and other current liabilities

  100,231   136,188 

Customer deposits

  350,340   354,745 

Due to stockholder

  82,678   100,017 

Total current liabilities

  1,217,092   1,075,989 
         

Long-term liabilities

        

Operating lease liability

  584,844   638,201 

PPP loan - noncurrent

  190,500   - 

Total long-term liabilities

  775,344   638,201 
         
         

Total liabilities

 $1,992,436  $1,714,190 
         

Stockholders' equity:

        

Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued and outstanding

 $-  $- 

Common stock, $0.0005 par value; 150,000,000 shares authorized, 67,588,504 shares issued and outstanding

  33,794   33,794 

Additional paid-in capital

  33,302,871   33,294,069 

Accumulated deficit

  (30,216,664)  (29,988,964)

Total stockholders' equity

  3,120,001   3,338,899 
         

Total liabilities and stockholders' equity

 $5,112,437  $5,053,089 

 

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

 


 

 

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OFOPERATIONS

FOR THETHREEAND NINEMONTHS ENDEDDECEMBER 31, 2019 2020AND 20182019

(Unaudited) 

 

 

Three months ended

  

Nine months ended

  

Three months ended

  

Nine months ended

 
 

December 31,

  

December 31,

  

December 31,

  

December 31,

 
 

2019

  

2018

  

2019

  

2018

  

2020

  

2019

  

2020

  

2019

 
                                

Net revenues

 $805,126  $739,538  $2,592,738  $2,351,201  $762,644  $805,126  $2,258,822  $2,592,738 
                                

Cost of sales

  487,055   506,562   1,427,512   1,143,600   500,320   487,055   1,480,369   1,427,512 
                                

Gross Profit

  318,071   232,976   1,165,226   1,207,601   262,324   318,071   778,453   1,165,226 
                                

Operating expenses:

                                

Research and development

  169,650   115,202   464,167   331,785   164,109   169,650   416,519   464,167 

Selling, general and administrative

  208,639   332,190   724,729   975,584   172,788   208,639   601,870   724,729 

Stock based compensation

  -   -   8,802   - 

Depreciation and amortization

  5,506   5,506   16,517   16,603   2,148   5,506   6,487   16,517 
                                

Total operating expenses

  383,795   452,898   1,205,413   1,323,972   339,045   383,795   1,033,678   1,205,413 
                                

(Loss) from operations

  (65,724)  (219,922)  (40,187)  (116,371)

Loss from operations

  (76,721)  (65,724)  (255,225)  (40,187)
                                

Other income (expense):

                                

EIDL Grant

  -   -   10,000   - 

Interest income

  6,051   6,846   19,745   20,292   3,307   6,051   13,023   19,745 

Interest and finance expenses

  (857)  (838)  (3,728)  (2,811)  (1,261)  (857)  (3,798)  (3,728)

Total other income (expense)

  5,194   6,008   16,017   17,481   2,046   5,194   19,225   16,017 
                                

(Loss) before provision for income taxes

  (60,530)  (213,914)  (24,170)  (98,890)

Loss before provision for (benefit) of income taxes

  (74,675)  (60,530)  (236,000)  (24,170)
                                

Provision (benefit) for income taxes:

                

Provision for (benefit) of income taxes:

                

Current

  (12,985)  (6,000)  (11,985)  -   (1,800)  (12,985)  (14,300)  (11,985)

Deferred

  72,000   (65,000)  82,000   (97,000)  (5,000)  72,000   6,000   82,000 

Total provision (benefit) for income taxes

  59,015   (71,000)  70,015   (97,000)

Total provision for (benefit) of income taxes

  (6,800)  59,015   (8,300)  70,015 
                                

Net (loss)

 $(119,545) $(142,914) $(94,185) $(1,890) $(67,875) $(119,545) $(227,700) $(94,185)
                                

Basic and diluted per common share:

 $(0.00) $(0.00) $(0.00) $(0.00)

Basic and diluted loss per common share:

 $(0.00) $(0.00) $(0.00) $(0.00)
                                

Weighted average shares of common stock outstanding - basic and diluted

  67,588,492   67,588,492   67,588,492   67,588,492   67,588,504   67,588,504   67,588,504   67,588,504 

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

4

ADMTRONICS UNLIMITED, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

FOR THENINEMONTHS ENDEDDECEMBER 31, 2020

(Unaudited)

  

Common

Stock

  

Common

Stock

  

Additional Paid-

in

  

Accumulated

     
  

Shares

  

Amount

  

Capital

  

Deficit

  

Total

 
                     
                     

Balance at March 31, 2020

  67,588,504  $33,794  $33,294,069  $(29,988,964) $3,338,899 
                     

Net loss

  -   -   -   (227,700)  (227,700)
                     

Stock based compensation

  -   -   8,802   -   8,802 
                     

Balance at December 31, 2020

  67,588,504  $33,794  $33,302,871  $(30,216,664) $3,120,001 

 

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

 


 

 

ADMTRONICS UNLIMITED, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTSTATEMENTS OF STOCKHOLDER’S (DEFICIENCY)CASH FLOWS

FOR THENINEMONTHS ENDEDDECEMBER 31, 2020AND 2019

(Unaudited)

 

  Common Stock Shares  Common Stock Amount  Additional Paid-in Capital  Accumulated Deficit  Total 
                     
Balance at March 31, 2019  67,588,492  $33,794  $33,294,069  $(29,893,205)  3,434,658 
                     
Net income (loss)  -   -   -   (94,185)  (94,185)
                     
Balance at December 31, 2019  67,588,492   33,794   33,294,069   (29,987,390)  3,340,473 
  

2020

  

2019

 

Cash flows from operating activities:

        

Net (loss)

 $(227,700) $(94,185)

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

        

Depreciation and amortization

  29,733   29,174 

Write-off of inventories

  20,103   34,363 

Stock based compensation

  8,802   - 

Deferred taxes

  6,000   82,000 

Non-cash operating lease expense

  50,760   41,823 

Non-cash interest expense

  25,646   - 
Bad debt expense  65,000   - 

Changes in operating assets and liabilities balances:

        

Accounts receivable

  (81,869)  204,703 

Inventories

  (95,500)  (231,295)

Prepaid expenses and other current assets

  (42,660)  (78,114)

Accounts payable

  (27,835)  12,541 

Customer deposits

  (4,405)  346,803 

Accrued expenses and other current liabilities

  (35,957)  (15,429)

Due to shareholder

  (17,339)  (16,205)

Payments of operating lease liability

  (76,406)  (76,406)

Net cash provided by (used in) operating activities

  (403,627)  239,773 
         
         

Cash flows provided (used) in financing activities:

        

Proceeds from line of credit

  100,000   185,000 

Repayments of line of credit

  (45,000)  (354,885)

Proceeds from PPP loan

  381,000   - 

Repayments on capital lease payable

  (21,458)  (24,140)
         

Net cash provided by (used in) financing activities

  414,542   (194,025)
         

Net increase in cash and cash equivalents

  10,915   45,748 
         

Cash and cash equivalents - beginning of period

  1,438,714   1,555,687 
         

Cash and cash equivalents - end of period

 $1,449,629  $1,601,435 
         
         

Cash paid for:

        
Taxes $-  $750 

Interest

 $3,727  $3,728 

Non-cash operating activities:

        

Operating lease right-of-use asset and liability recorded upon adoption of ASC 842

 $-  $771,098 

 

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

 


6


ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Unaudited)

  

2019

  

2018

 

Cash flows from operating activities:

        

Net (loss)

 $(94,185) $(1,890)

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

        

Depreciation and amortization

  29,174   29,331 

Write-off of inventories

  34,363   - 

Deferred taxes

  82,000   (97,000)
Non-cash operating lease cost  41,823     

Changes in operating assets and liabilities balances:

        

Accounts receivable

  204,703   (41,744)

Inventories

  (231,295)  (155,430)

Prepaid expenses and other current assets

  (78,114)  (17,293)

Accounts payable

  12,541   61,321 

Customer deposits

  346,803   60,140 

Accrued expenses and other current liabilities

  (15,429)  (22,354)

Due to shareholder

  (16,205)  (3,694)

Payments of operating lease liability

  (76,406)  - 

Net cash provided by (used in) operating activities

  239,773   (188,613)
         
         

Cash flows provided (used) in financing activities:

        

Proceeds from line of credit

  185,000   - 

Repayments of line of credit

  (354,885)  - 

Repayments on capital lease payable

  (24,140)  (24,141)
         

Net cash (used in) financing activities

  (194,025)  (24,141)
         

Net increase (decrease) in cash and cash equivalents

  45,748   (212,754)
         

Cash and cash equivalents - beginning of period

  1,555,687   1,693,532 
         

Cash and cash equivalents - end of period

 $1,601,435  $1,480,778 
         
         

Cash paid for:

        

Interest

 $3,728  $2,811 

Taxes

 $750  $- 

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


 

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Three and Nine Months Ended DECEMBER 31, 2019 AND MARCH 31, 20192020

 

 

NOTE1- NATURE OF BUSINESS

 

ADM Tronics Unlimited, Inc. ("we", "us", the "Company" or "ADM"), was incorporated under the laws of the state of Delaware on November 24, 1969,1969. We are a manufacturing and subsidiary (collectively, “we”, “us”, the “Company” or “ADM”), is a technology-based developer and manufacturer of diversifiedengineering concern whose principal lines of business are the design, manufacture and sale of electronics of our own products and derives revenues fromor on a contract manufacturing basis; the production and sale of electronicschemical and antistatic products; and, research, development and engineering services.

Electronic equipment is manufactured in accordance with customer specifications on a contract basis. Our electronic device product line consists principally of proprietary devices used in diagnostics and therapeutics of humans and animals and electronic controllers for spas and hot tubs. These products are sold to customers located principally in the United States. We are registered with the FDA as a contract manufacturing facility and we manufacture medical devices for customers in accordance with their designs and specifications. Our chemical product line is principally comprised of water-based chemical products used in the food packaging and converting industries, and anti-static conductive paints, coatings and other applications; environmentally safe chemicalproducts. These products for industrial, medicalare sold to customers located in the United States, Australia, Asia and cosmetic uses; and,Europe. We also provide research, development, regulatory and engineering services. The Company's customer baseservices to customers. Our Sonotron Medical Systems, Inc. subsidiary (“Sonotron”) is comprised of foreign and domestic entities with diverse demographics.involved in medical electronic therapeutic technology.

 

The accompanying unaudited condensed consolidated financial statements have been prepared by ADM pursuant to accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the condensed financial position and operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with US GAAP have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and explanatory notes for the year ended March 31, 20192020 as disclosed in our annual report on Form 10-K for that year. The operating results and cash flows for the three and nine months ended December 31, 20192020 (unaudited) are not necessarily indicative of the results to be expected for the pending full year ending March 31, 2020.2021.  

 

 

NOTE2- SIGNIFICANT ACCOUNTING POLICIES

 

PRINCIPLES OF CONSOLIDATION

 

The condensed consolidated financial statements include the accounts of ADM Tronics Unlimited, Inc. and its wholly owned subsidiary, Sonotron Medical Systems, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

 

USE OF ESTIMATES

 

These unaudited condensed consolidated financial statements have been prepared in accordance with US GAAP and, accordingly, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Significant estimates made by management include expected economic life and value of our medical devices, reserves, deferred tax assets and related valuation allowance, write down of inventory, impairment of long livedlong-lived assets, fair value of equity instruments issued to consultants for services and fair value of equity instruments issued to others, option and warrant expenses related to compensation to employees and directors, consultants and investment banks, allowance for doubtful accounts, and warranty reserves. Actual results could differ from those estimates.

 

CREDIT RISKFAIR VALUE OF FINANCIAL INSTRUMENTS

 

FinancialFor certain of our financial instruments, that potentially subject usincluding accounts receivable, accounts payable, and accrued expenses, the carrying amounts approximate fair value due to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.their relatively short maturities.

 

CASH AND CASH EQUIVALENTS

 

For financial statement purposes, the Company considers as cashCash equivalents allare comprised of  highly liquid investments with an original maturitymaturities of three months or less when purchased. We maintain our cash in bank deposit accounts, which at inception. The Company deposits cash and cash equivalents with high credit quality financial institutions and believes thattimes, may exceed federally insured limits. We have not experienced any amounts in excesslosses to date as a result of insurance limitations to be at minimal risk.this policy. Cash and cash equivalents held atin these accounts are currentcurrently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum of $250,000. At December 31, 2019,2020, approximately $1,288,000$1,303,000 exceeded the FDIC limit.

 


7

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The carrying amounts of accounts receivable is reduced by a valuation allowance that reflects management's best estimate of the amounts that will not be collected. Management individually reviews all accounts receivable balances that exceed the due date and estimates the portion, if any, of the balance that will not be collected. Management provides for probable uncollectible amounts through a charge to expenses and a credit to a valuation allowance, based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. 

 

REVENUE RECOGNITION 

ADM extends credit terms to our customers based on their credit worthiness. As such, we record accounts receivable at the time of shipment, when our right to the consideration becomes unconditional. Accounts receivable from our customers are typically due within 30 days of invoicing. An allowance for doubtful accounts is provided based on a periodic analysis of individual account balances, including an evaluation of days outstanding, payment history, recent payment trends, and our assessment of our customers' creditworthiness.

CHEMICAL PRODUCTS:

Revenues are recognized upon shipment to a customer because that is when the customer obtains control of the promised good.

 

ELECTRONICS: 

 

We recognize revenue from the sale of our electronic products upon shipmentwhen they are shipped to a customer because that is when the customer obtains control of the promised good.purchaser. We offer a limited 90-day warranty on our electronics products.products and contract manufacturing, and a limited 5-year warranty on our electronic controllers for spas and hot tubs. Historically, the amount of warranty revenue included in sales of our electronic products have been de minimus. We have no other post shipment obligations. Based on prior experience, no amounts have been accrued for potential warranty costs and actual costs were less than $2,000, for the three and nine months ended December 31, 2019 and 2018. For contract manufacturing, revenues are recognized after shipmentshipments of the completed products.

 

Amounts received from customers in advance of our satisfaction of applicable performance obligations are recorded as customer deposits. Such amounts are recognized as revenues when the related performance obligations are satisfied. Customer deposits of approximately $310,000$215,000 as of March 31, 2020 were recognized as revenues during the nine months ended December 31, 2019.2020.

CHEMICAL PRODUCTS:

Revenues are recognized when products are shipped to end users. Shipments to distributors are recognized as revenue when no right of return exists.

 

ENGINEERING SERVICES: 

 

We provide certain engineering services, including research, development, quality control, and quality assurance services along with regulatory compliance services. We recognize revenue from engineering services on a monthly basis over time as the servicesapplicable performance obligations are provided.satisfied.  

 

All revenue is recognized net of discounts.

WARRANTY LIABILITIES

The Company’s provision for estimated future warranty costs is based upon historical relationship of warranty claims to sales. Based upon historical experience, the Company has concluded that no warranty liability is required as of the condensed consolidated balance sheet dates. However, the Company periodically reviews the adequacy of its product warranties and will record an accrued warranty reserve if necessary. Based on prior experience, no amounts have been accrued for potential warranty costs and actual costs were less than $2,000, for the three and nine months ended December 31, 2020 and 2019.

INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) and net realizable value. Inventories that are expected to be sold within one operating cycle (1 year) are classified as a current asset. Inventories that are not expected to be sold within 1 year, based on historical trends, are classified as Inventories - long term portion. Obsolete inventory is written off based on prior and expected future usage.

PROPERTY AND EQUIPMENT

We record our property and equipment at historical cost. We expense maintenance and repairs as incurred. Depreciation is provided for by the straight-line method over five to seven years, the estimated useful lives of the property and equipment.

Paycheck Protection Program Loan

The Company has obtained a Paycheck Protection Program loan during May 2020 from the Small Business Administration in the amount of $381,000. Management has elected to record the loan under FASB ASC 470, Debt and in the event the Company is successful in receiving forgiveness, will treat the qualifying amounts as a gain upon extinguishment in accordance with ASC 405, Liabilities. As of December 31, 2020, management believes that all expenses have met the criteria of qualifying expenses as set forth by the terms of the loan.

8

INTANGIBLE ASSETS 

Intangible assets are reviewed for impairment annually whenever changes in circumstances indicate that the carrying amount may not be recoverable. In reviewing for impairment, the Company compares the carrying value of the relevant asset to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets’ fair value and its carrying value. Although the Company experienced a decrease in sales due to the COVID-19 pandemic, there is no impairment loss for the nine months ended December 31, 2020.

ADVERTISING COSTS 

Advertising costs are expensed as incurred and amounted to $6,079 and $9,936 and $25,779 and $33,108 for the three and nine months ended December 31, 2020 and 2019, respectively.

INCOME TAXES

We report the results of our operations as part of a consolidated Federal tax return with our subsidiary. Deferred income taxes result primarily from temporary differences between financial and tax reporting. Deferred tax assets and liabilities are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates. A valuation allowance is recorded to reduce a deferred tax asset to that portion that is expected to more likely than not be realized.

The Company has adopted the authoritative accounting guidance with respect to accounting for uncertainty in income taxes, which clarified the accounting and disclosures for uncertain tax positions related to income taxes recognized in the consolidated financial statements and addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company files income tax returns in several jurisdictions. The Company’s tax returns remain subject to examination, by major jurisdiction, for the years ended March 31, as follows:

Jurisdiction

Fiscal Year

Federal

2015 and beyond

New Jersey

2014 and beyond

There are currently no tax years under examination by any major tax jurisdictions.

The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2020, and 2019, the Company has no accrued interest or penalties related to uncertain tax positions.

NET EARNINGS PER SHARE

 

BasicWe compute basic earnings per share is calculated based onby dividing net income/loss by the weighted average number of common shares outstanding during the periods.outstanding. Diluted earnings per share is computed similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net earnings per share if their effect is anti-dilutive. 

 

Per share basic and diluted earnings amounted to $0.00$(0.00) for the three and nine months ended December 31, 20192020 and December 31, 2018,2019, respectively.

 

LEASES

In February 2016, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance which changes financial reporting as it relates to leasing transactions. Under the new guidance, lessees are required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The Company adopted this guidance as of April 1, 2019, using the modified retrospective approach which allowed it to initially apply the guidance as of the adoption date. The Company elected the package of practical expedients available under the new standard, which allowed the Company to forgo a reassessment of (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) the initial direct costs for any existing leases.

9

The Company made a policy election to recognize short-term lease payments as an expense on a straight-line basis over the lease term. The Company defines a short-term lease as a lease that, at the commencement date, has a lease term of twelve months or less and does not contain an option to purchase the underlying asset that the leasee is reasonably certain to exercise. Related variable lease payments are recognized in the period in which the obligation is incurred. 

The Company's lease agreement contains related non-lease components (e.g. taxes, etc.). The Company separates lease components and non-lease components for all underlying asset classes.

The adoption of this guidance had a material impact on the Company's Condensed Consolidated Balance Sheet beginning April 1, 2019, when the Company recognized (a) a lease liability of $771,098, which represents the present value of the remaining lease payments of $967,344, discounted using the Company's incremental borrowing rate of 5% and (b) the related right-of-use asset of $771,098, which represents the lease liability. Prior periods were not restated. Adoption of this standard had no change on financing leases previously subject to capital lease treatment under ASC Topic 840, Leases. See Note 9 for further discussion of leases. 

The Company determines if a contractual arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities,liability – current, and noncurrent operating lease liabilitiesliability – noncurrent on the Company’s Condensed Consolidated Balance Sheets.condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The lease payments included in the present value are fixed lease payments. As most of the Company’s leases do not provide an implicit rate, the Company estimates its collateralized incremental borrowing rate, based on information available at the commencement date, in determining the present value of lease payments. The operating lease ROU assets include any payments made before the commencement date and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company defines a short-term lease as a lease that, at

RECLASSIFICATION

Certain amounts in the commencement date, has a lease term of 12 months or less and does not contain an optionprior periods presented have been reclassified to purchaseconform to the underlying asset that the lease is reasonably certain to exercise, and recognizes short-term lease payments as an expensecurrent period financial statement presentation.  These reclassifications have no effect on a straight-line basis over the lease term. Lease and nonlease components are generally accounted for separately.previously reported net income.

 

RECENT ACCOUNTING PRONOUNCEMENTS

Lease Accounting. In February 2016, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance which changes financial reporting as it relates to leasing transactions. Under the new guidance, lessees are required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The Company adopted this guidance as of April 1, 2019, using the transition method that allowed it to initially apply the guidance as of the adoption date. The Company elected the package of practical expedients available under the new standard, which allowed the Company to forgo a reassessment of (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) the initial direct costs for any existing leases. The Company made a policy election to recognize short-term lease payments as an expense on a straight-line basis over the lease term. The adoption of this guidance had a material impact on the Company’s Condensed Consolidated Balance Sheet beginning April 1, 2019. Prior periods were not restated. See Note 6 for further discussion of leases.


 

In June 2016, the FASB issued ASU-2016-13 “Financial Instruments – Credit Losses”. This guidance affects organizations that hold financial assets and net investments in leases that are not accounted for at fair value with changes in fair value reported in net income. The guidance requires organizations to measure all expected credit losses for financial instruments at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. It is effective for fiscal years beginning after December 15, 2019. The Company is evaluating the potentialadopted this ASU as of April 1, 2020 and it has no impact on the Company’s consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncement, if adopted, would have a material effect on the accompanying consolidated financial statements.

 

 

NOTE3- INVENTORIES       

 

Inventories at December 31, 20192020 consisted of the following:

 

Current

  

Long Term

  

Total

  

Current

  

Long Term

  

Total

 

Raw materials

 $474,916  $84,721  $559,637  $381,226  $121,013  $502,239 

Finished goods

  48,324   736   49,060   66,806   11,067   77,873 

Totals

 $523,240  $85,457  $608,697  $448,032  $132,080  $580,112 

 

Inventories at March 31, 20192020 (Audited) consisted of the following:

  

Current

  

Long Term

  

Total

 

Raw materials

 $289,369  $121,013  $410,382 

Finished goods

  83,266   11,067   94,333 

Totals

 $372,635  $132,080  $504,715 

 

  

Current

  

Long Term

  

Total

 

Raw materials

 $273,039  $84,721  $357,760 

Finished goods

  53,269   736   54,005 

Totals

 $326,308  $85,457  $411,765 
10

The Company values its inventories at the lower of cost and net realizable value using the first in, first out (“FIFO”) method. 


 

 

NOTE4- PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2020 and March 31, 2020 is as follows:

  

December 31,

2020

  

March 31,

2020

(Audited)

 

Machinery and equipment

 $199,810  $199,810 

Leasehold improvements

  3,750   3,750 
   203,560   203,560 
         

Accumulated depreciation and amortization

  (173,275)  (145,602)
         

Property and equipment, net

 $30,285  $57,958 

NOTE5- INTANGIBLE ASSETS

Intangible assets are being amortized using the straight-line method over periods ranging from 10-15 years with a weighted average remaining life of approximately 6 years.

  

December 31, 2020

  

March 31, 2020

(Audited)

 
  

Cost

  

Weighted Average

Amortization Period

(Years)

  

Accumulated Amortization

  

Net

Carrying

Amount

  

Cost

  

Weighted Average

Amortization Period

(Years)

  

Accumulated Amortization

  

Net

Carrying

Amount

 

Patents & Trademarks

 $35,794   15  $(16,151) $19,643  $35,794   15  $(14,091) $21,703 
                                 

Estimated aggregate future amortization expense related to intangible assets is as follows:

For the fiscal years ended December 31,

    

2021

 $2,882 

2022

  2,882 

2023

  2,882 

2024

  2,632 

2025

  2,077 

Thereafter

  6,288 
  $19,643 

11

NOTE 46 – CONCENTRATIONS

During the three months ended December 31, 2020, two customers accounted for 52% of net revenue.  During the nine months ended December 31, 2020, two customers accounted for 51% of net revenue. 

 

During the three months ended December 31, 2019, one customer accounted for 51% of our net revenue. During the nine months ended December 31, 2019, one customer accounted for 49% of our net revenue.

During the three months ended December 31, 2018 two customers accounted for 61% of our net revenue. During the nine months ended December 31, 2018 two customers accounted for 56% of our net revenue.

 

As of December 31, 2019, one customer2020, three customers represented 72%82% of our gross accounts receivable. As of March 31, 2020, three customers represented 83% of our gross accounts receivable.

 

AsThe Company’s customer base is comprised of March 31, 2019, twoforeign and domestic entities with diverse demographics. Net revenues from foreign customers represented 88% of our gross accounts receivable.


for the three and nine months ended December 30, 2020 were $89,029 or 12% and $212,517 or 9%, respectively. Net revenues from foreign customers for the three and nine months ended December 31, 2019 waswere $38,944 or 5% and $281,226 or 11%, respectively.

Net revenues from foreign customers for the three and nine months ended December 31, 2018 was $77,275 or 10% and $324,814 or 14%, respectively.

At December 31, 2019 and March 31, 2019, accounts receivable included $2,293 and $405, respectively, from foreign customers.

 

 

NOTE 7- DISAGGREGATEDREVENUESAND SEGMENT INFORMATION

 

The following tables show the Company's revenues disaggregated by reportable segment and by product and service type:

 

 

Three months Ended December 31,

  

Three months Ended December 31,

 
 

2019

  

2018

  

2020

  

2019

 

Net Revenue in the US

                

Chemical

 $256,318  $204,156  $263,455  $256,318 

Electronics

  430,114   181,779   270,245   430,114 

Engineering

  79,750   276,328   139,915   79,750 
  766,182   662,263   673,615   766,182 
                

Net Revenue outside the US

                

Chemical

  38,944   77,275  $89,029  $38,944 

Electronics

  -   -   -   - 

Engineering

  -   -   -   - 
  38,944   77,275   89,029   38,944 
                

Total Revenues

 $805,126  $739,538 

Total Net Revenues

 $762,644  $805,126 

 

 

Nine Months Ended December 31,

  

Nine Months Ended December 31,

 
 

2019

  

2018

  

2020

  

2019

 

Net Revenue in the US

                

Chemical

 $814,317  $768,485  $737,057  $814,317 

Electronics

  866,091   405,486   955,217   866,091 

Engineering

  631,104   852,416   354,031   631,104 
  2,311,512   2,026,387   2,046,305   2,311,512 
                

Net Revenue outside the US

                

Chemical

  281,226   299,814  $212,517  $281,226 

Electronics

  -   25,000   -   - 

Engineering

  -   -   -   - 
  281,226   324,814   212,517   281,226 
                

Total Revenues

 $2,592,738  $2,351,201 

Total Net Revenues

 $2,258,822  $2,592,738 

 


12

 

Information about segments is as follows:

 

  

Chemical

  

Electronics

  

Engineering

  

Total

 

Three months ended December 31, 2019

                

Revenue from external customers

 $295,262  $430,114  $79,750  $805,126 

Segment operating income

 $68,392  $(114,589) $(19,527) $(65,724)
                 

Nine months ended December 31, 2019

                

Revenue from external customers

 $1,095,543  $866,091  $631,104  $2,592,738 

Segment operating income

 $100,659  $(200,973) $60,127  $(40,187)
                 

Three months ended December 31, 2018

                

Revenue from external customers

 $281,431  $181,779  $276,328  $739,538 

Segment operating income

 $(70,274) $(166,740) $17,092  $(219,922)
                 

Nine months ended December 31, 2018

                

Revenue from external customers

 $1,068,299  $430,486  $852,416  $2,351,201 

Segment operating income

 $89,456  $(313,649) $107,822  $(116,371)
                 
                 

Total assets at December 31, 2019

 $2,266,028  $1,686,347  $1,317,459  $5,269,834 
                 

Total assets at March 31, 2019

 $1,985,501  $1,099,983  $1,459,608  $4,545,092 
  

Chemical

  

Electronics

  

Engineering

  

Total

 

Three months ended December 31, 2020

                

Net Revenue from external customers

 $352,484  $270,245  $139,915  $762,644 

Segment operating income (loss)

 $(14,585) $(83,033) $20,897  $(76,721)
                 

Nine months ended December 31, 2020

                

Net Revenue from external customers

 $949,574  $955,217  $354,031  $2,258,822 

Segment operating income (loss)

 $(70,895) $(259,137) $74,807  $(255,225)
                 

Three months ended December 31, 2019

                

Net Revenue from external customers

 $295,262  $430,114  $79,750  $805,126 

Segment operating income (loss)

 $68,392  $(114,589) $(19,527) $(65,724)
                 

Nine months ended December 31, 2019

                

Net Revenue from external customers

 $1,095,543  $866,091  $631,104  $2,592,738 

Segment operating income (loss)

 $100,659  $(200,973) $60,127  $(40,187)
                 
                 

Total assets at December 31, 2020

 $2,096,098  $2,198,349  $817,990  $5,112,437 
                 

Total assets at March 31, 2020 (Audited)

 $2,021,235  $1,970,705  $1,061,149  $5,053,089 

 

 

NOTE 68 – LEASES ACCOUNTS RECEIVABLE - RELATED PARTY

 

The Company has an operatinga $75,000 investment for approximately 23% of Qol Devices Inc. (Qol), which is carried at cost and reported as a component of other assets in the accompanying consolidated balance sheets.

The Company provided $330,090 in engineering services to Qol during the year March 31, 2018. As of December 31, 2020, the Company reported a long term receivable as a component of accounts receivable - related party in the accompanying consolidated balance sheets.

NOTE 9 – LEASES

We lease for theirour office and manufacturing facility. The Company’sfacility under a non-cancelable operating lease, has a remaining lease term of approximately 8.3 years. Operating lease expense for the nine months ended December 31, 2019, was approximately $23,000. Rental expense, for office and manufacturing premise, was approximately $38,000 for the nine months ended December 31, 2018, respectively.

Supplemental balance sheet information related to leases consisted of the following:

December31,2019
Weighted average remaining lease term for operating leases (in years)8.3
Weighted average discount rate for operating leases5.0%

which expires on June 30, 2028. The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilityliabilities as of December 31, 2019 (in thousands):2020: 

 

2020

 $101,875 

For the Years Ending December 31,

    

2021

  101,875  $101,875 

2022

  101,875   101,875 

2023

  104,375   104,375 

2024

  106,875   106,875 

2025

  106,875 

Thereafter

  374,063   267,187 

Total lease payments

  890,937 

Less: Imputed interest

  (205,696)

Present value of operating lease liabilities (a)

 $685,242 
  789,062 

Less: Amount attributable to imputed interest

  (133,515)

Net liability at December 31, 2020

 $655,547 
    

Weighted average remaining lease term (in years)

  8.0 

Weighted average discount rate

  5.00

%

(a)

Includes current portion of $68,588 for operating leases

 

1113

 

NOTE 7 – CAPITAL LEASESRent and real estate tax expense for all facilities for the three and nine months ended December 31, 2020 and 2019 was approximately $34,000 and $103,000, respectively, and $34,000 and $101,000, respectively and are reported as a component of cost of sales and selling, general and administrative expenses in the accompanying consolidated statements of operations. The Company paid in $76,397 in lease payments during the nine months ending December 31, 2020.

 

During September 2016 the Company leased equipment with a cost of approximately $129,000, under provisions of various long-term financing leases whereby the minimum lease payments have been capitalized. Accumulated depreciation at December 31, 20192020 is approximately $81,000.$108,000. The leases expire over various monthsyears through 2020.2021. Depreciation of the leased assets is included in depreciation and amortization expense. The lease obligations are secured by the leased assets.

Future minimum lease payments under the above capital leases, as of December 31, 2019, are approximately as follows:

For the twelve-month period ending December 31,

    

2020

 $30,000 
     

Less: Amount attributable to imputed interest

  (500)

Present value of minimum lease payments

  29,500 

Less: Current maturities

  29,500 
  $-0- 

 

 

NOTE 810 –PAYROLL PROTECTION PROGRAM (PPP)Loan

The World Health Organization characterized the COVID-19 virus as a global pandemic on March 11, 2020.  The duration and economic impact of this pandemic are uncertain.  The economic impact depends on future developments and the financial condition of our customers that we may not be able to foresee. Any of these factors, and other factors beyond our control, can adversely impact our results for the full fiscal year and such impact may be material. Due to the global pandemic, the Company experienced a decrease in sales due to the following: certain major customers were not in operation due to the temporary shutdown for several months or experienced a significant decrease in demand due to the stay at home orders and a decrease in elective surgeries and other medical procedures during the period. At this time, management is unable to quantify its potential effects on the operations and financial performance of the Company.

On May 6, 2020, the Company received loan proceeds in the amount of approximately $381,000 under the Small Business Administration ("SBA") Paycheck Protection Program (“PPP”).  The PPP, will be fully forgiven if the funds are used for payroll costs, interest on mortgages, rent, and utilities, with at least 60% being used for payroll. Forgiveness will be reduced if full-time headcount declines, or if salaries and wages decrease. Principal and interest payments on any unforgiven portion of the PPP will be deferred to the date the SBA remits the borrower’s loan forgiveness amount to the lender or, if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness covered period. This loan has an interest rate of 1% and a maturity of 2 years, which can be extended to up to 5 years if the Company and lender agree. No collateral or personal guarantees were required for the loan.

The Company has used the entire PPP loan proceeds for designated qualifying expenses and intends to apply for forgiveness of the PPP loan in accordance with the terms of the PPP. No assurance can be given that the Company will obtain forgiveness of the PPP loan in whole or in part. With respect to any portion of the PPP loan that is not forgiven, the PPP will be subject to customary provisions for a loan of this type, including customary events of default relating to, among other things, payment defaults, breaches of the provisions of the PPP note and cross defaults.

NOTE11 – LINE OF CREDIT

 

On June 15, 2018, the Company obtained an unsecured revolving line of credit, with a limit of $400,000.  The line expires May 16, 2020,15, 2021, renewing automatically every year.  The Company is required to make monthly interest payments, at a rate of 5.62% and 5.37%3.870% as of December 31, 2019 and March 31, 2019, respectively.2020. Any unpaid principal will be due upon maturity.  At December 31, 20192020 and March 31, 2019,2020, the outstanding balance was $-0-$85,000 and $169,885,$30,000, respectively.

 

 

NOTE12- INCOME TAXES

 

At December 31, 2019,2020, the Company had federal net operating loss carry-forwards ("NOL"NOLs")'s of approximately $2,546,000.$2,515,000. These NOLs may be used to offset future taxable income and thereby reduce or eliminate our federal income taxes otherwise payable. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Ultimate utilization of such NOLs and research and development credits is dependent upon the Company's ability to generate taxable income in future periods and may be significantly curtailed if a significant change inownership occurs.

 

During the nine months ended December 31, 2019,2020, the Company utilizedgenerated approximately $94,000$228,000 of the net operating losses, and expects to utilize the remaining NOL’s before expiration.

 

The effective tax rates were approximately 4% and (290)% and 98% for the nine months ended December 31, 20192020 and 2018,2019, respectively. 

 


14

 

 

NOTE 1013 – STOCK BASED COMPENSATION

On January 13, 2020, ADM granted 300,000 stock options to one employee at an exercise price of $0.20 per option with a term of two years subject to vesting in four equal amounts of 75,000 shares every six months. The options were valued at $35,206 using the Black Scholes option pricing model with the following assumptions: risk free interest rate of 1.58%, volatility of 132%, estimated useful life of 3 years and dividend rate of 0%.

The following table summarizes information on all common share purchase options issued by us as of December 31, 2020 and 2019. 

  

2020

  

2019

 
  

# of Shares

  

Weighted

  

# of Shares

  

Weighted

 
      

Average

      

Average

 
      

Exercise

      

Exercise

 
      

Price

      

Price

 
                 

Outstanding, beginning of year

  300,000  $.20   -  $- 
                 

Issued

  -   -   -   - 
                 

Exercised

  -   -   -   - 
                 

Expired

  -   -   -   - 
                 

Outstanding, end of period

  300,000  $0.20   -   - 
                 

Exercisable, end of period

  75,000  $0.20   -   - 

The following table summarizes the information about nonvested options for the nine months ended December 31, 2020:

  

Options

  

Weighted Average

Exercise Price

 

Nonvested - April 1, 2020

  300,000     
         

Granted

  -  $- 

Vested

  (75,000

)

  0.20 

Cancelled

  -   - 

Forfeited

  -   - 
         

Nonvested December 31, 2020

  225,000     

Stock based compensation related to the vested options was $8,802 and $0 for the nine months ended December 31, 2020 and 2019, respectively.

As of December 31, 2020, there was $26,404 of unrecognized compensation costs, which is expected to be recognized as follows:

For the years ending December 31,

 

Amount

 

2021

 $11,735 

2022

  11,735 

2023

  2,934 
  $26,404 

NOTE14 – DUE TO STOCKHOLDER

 

The Company’s President has been deferring his salary and bonuses periodically to assist the Company’s cash flow. There are no repayment terms or interest accruing on this liability. 

 

15

 

NOTE 1115 – LEGAL PROCEEDINGS

In November 2019, the Company filed a civil suit in the Superior Court of New Jersey against an accounting firm seeking a declaratory judgement from the court that no sum is due to the accounting firm, plus damages, attorney's fees and costs with respect to the foregoing. This matter was settled by mutual agreement for the Company to pay $7,500 to the defendant. All claims were dismissed by both parties on June 2, 2020.

We are involved, from time to time, in litigation and proceedings arising out of the ordinary course of business. Other than the foregoing, there are no pending material legal proceedings or environmental investigations to which we are a party or to which our property is subject. 

NOTE16 – SUBSEQUENT EVENTS

 

We evaluated all subsequent events from the date of the condensed consolidated balance sheet through the issuance date and determined that there are no events or transactions occurring during the subsequent event reporting period which require recognition or disclosure in the condensed consolidated financial statements. 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion of our operations and financial condition should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. 

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q 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. We use forward-looking statements in our description of our 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. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Form 10-Q 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 our Annual Report on Form 10-K for the year ended March 31, 2019.2020.

 

CRITICAL ACCOUNTING POLICIES

 

REVENUE RECOGNITION

 

ELECTRONICS: 

We recognize revenue from engineering services on a project or monthly basis and contract manufacturing revenues are recognized after shipment of completed products. For the sale of our electronic products revenues are recognized when they are shipped to the purchaser. Shipping and handling charges and costs are de minimis. We offer a limited 90-day warranty on our electronics products and contract manufacturing and a limited 5-year warranty on our electronic controllers for spas and hot tubs. Historically, the amount of warranty revenue included in the sales of our electronic products have been de minimis.minimus. We have no other post shipment obligations and sales returns have been de minimis.obligations. 

 

RevenuesAmounts received from salescustomers in advance of chemical productsour satisfaction of applicable performance obligations are recorded as customer deposits. Such amounts are recognized as revenues when the related performance obligations are satisfied. Customer deposits of approximately $215,000 as of March 31, 2020 were recognized as revenues during the nine months ended December 31, 2020.

CHEMICAL PRODUCTS:

Revenues are recognized when products are shipped to end users. Shipments to distributors are recognized as sales whererevenue when no right of return exists.

16

ENGINEERING SERVICES: 

We provide certain engineering services, including research, development, quality control, and quality assurance services along with regulatory compliance services. We recognize revenue from engineering services on a monthly basis over time as the applicable performance obligations are satisfied.  

All revenue is recognized net of discounts.

 

USE OF ESTIMATES

 

Our discussion and analysis of our financial condition and results of operations is based upon ourThese unaudited condensed consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statementsUS GAAP and, accordingly, requires usmanagement to make estimates and judgmentsassumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluateSignificant estimates made by management include expected economic life and value of our estimates, including those related to reserves,of our deferred tax assets and related valuation allowance, write down of inventory, impairment of long-lived assets, fairallowance for doubtful accounts, and warranty reserves. Actual results could differ from those estimates. 

LEASES

In February 2016, the FASB issued authoritative guidance which changes financial reporting as it relates to leasing transactions. Under the new guidance, lessees are required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The Company adopted this guidance as of April 1, 2019, using the modified retrospective approach which allowed it to initially apply the guidance as of the adoption date. The Company elected the package of practical expedients available under the new standard, which allowed the Company to forgo a reassessment of (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) the initial direct costs for any existing leases.

The Company made a policy election to recognize short-term lease payments as an expense on a straight-line basis over the lease term. The Company defines a short-term lease as a lease that, at the commencement date, has a lease term of twelve months or less and does not contain an option to purchase the underlying asset that the lease is reasonably certain to exercise. Related variable lease payments are recognized in the period in which the obligation is incurred. 

The Company's lease agreement contains related non-lease components (e.g. taxes, etc.). The Company separates lease components and non-lease components for all underlying asset classes.

The adoption of this guidance had a material impact on the Company's Condensed Consolidated Balance Sheet beginning April 1, 2019, when the Company recognized (a) a lease liability of $771,098, which represents the present value of equity instruments issuedthe remaining lease payments of $967,344, discounted using the Company's incremental borrowing rate of 5% and (b) the related right-of-use asset of $771,098 which represents the lease liability. Prior periods were not restated. Adoption of this standard had no change on financing leases previously subject to consultantscapital lease treatment under ASC Topic 840, Leases. See Note 9 for servicesfurther discussion of leases. 

The Company determines if a contractual arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability – current, and fair value of equity instruments issuedoperating lease liability – noncurrent on the Company’s condensed consolidated balance sheets. ROU assets represent the Company’s right to others. We base our estimates on historical experienceuse an underlying asset for the lease term and on various other assumptions that we believelease liabilities represent the Company’s obligation to be reasonable undermake lease payments arising from the circumstances, the results of which form the basis for making judgments about the carrying value oflease. Operating lease ROU assets and liabilities that are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The lease payments included in the present value are fixed lease payments. As most of the Company’s leases do not readily apparent from other sources. Actual results may differ from theseprovide an implicit rate, the Company estimates under different assumptions or conditions; however, we believe that our estimates, including thoseits collateralized incremental borrowing rate, based on information available at the commencement date, in determining the present value of lease payments. The operating lease ROU assets include any payments made before the commencement date and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the above described items, are reasonable.lease term.


 

BUSINESS OVERVIEW

 

The Company is a technology-based developer and manufacturer of diversified lines of products and derives revenue from the production and sale of electronics for medical devices and other applications; environmentally safe chemical products for industrial, medical and cosmetic uses; and, research, development, regulatory and engineering services. The Company has increased internal research and development by utilizing their engineering resources to advance their own proprietary medical device technologies.

 

The Company is a corporation that was organized under the laws of the State of Delaware on November 24, 1969. Our operations are conducted through ADM Tronics Unlimited, Inc. ("ADM") and its subsidiary Sonotron Medical Systems, Inc. ("SMI").Sonotron.  

17

 

RESULTS OF OPERATIONS FOR THETHREEAND NINEMONTHSENDEDDECEMBER 31, 2020, 2019 AS COMPARED TODECEMBER 31, 2019, 2018  

 

Revenues for the three and nine months ended December 31, 2019 increased2020 decreased by $65,588.$42,482 and $333,916, respectively. The increasethree-month decrease is a result of increased sales of $248,335$57,222 in the ElectronicsChemical segment and $13,831$60,165 in the ChemicalEngineering segment offset by a decrease of $196,578$159,869 in the Electronics segment. The nine-month decrease is a result of decreased sales of $145,969 in the Chemical segment and $277,073 in the Engineering segment offset by an increase of $89,126 in the Electronics segment.

Due to the global pandemic, the Company experienced a decrease in sales due to the following: certain major customers were not in operation due to the temporary shutdown for several months or experienced a significant decrease in demand due to the stay at home orders and a decrease in elective surgeries and other medical procedures during the period.

 

Gross profit for the three months ended December 31, 2019 increased2020 decreased by $85,095.$55,747. Gross profit for the nine months ended December 31, 2020 decreased by $386,773. The increasedecrease in gross profit resulted primarily from increaseddecreased sales in Electronics coupled with lower manufacturing costs.Chemical and Engineering related to the COVID-19 pandemic.

 

We are highly dependent upon certain customers. During the three months ended December 31, 2019, one customer accounted for 51% of our net revenue. Net revenues from foreign customers for the three months ended December 31, 2019 was $38,944 or 5%.

During theand nine months ended December 31, 2019 one customer accounted for 49% of our net revenue. Net revenues from foreign customers for the nine months ended December 31, 2019 was $281,226 or 11%.

During the three months ended December 31, 2018,2020, two customers accounted for 61% of our net revenue. During the nine months ended  December 31, 2018 two customers accounted for 56%52% and 51% of our net revenue. Net revenues from foreign customers for the three and nine months ended December 31, 20182020 was $77,275$89,029 or 10%12% and $324,814$212,517 or 14%.9%, respectively.

During the three months ended December 31, 2019, one customer accounted for 51% and 49% of our net revenue. Net revenues from foreign customers for the three and nine months ended December 31, 2019 was $38,944 or 5% and $281,226 or11%, respectively.

 

The complete loss of or significant reduction in business from, or a material adverse change in the financial condition of any of our customers could cause a material and adverse change in our revenues and operating results.

 

Loss from operations for the three months ended December 31, 2019 decreased2020 increased by $154,198. The increase$10,997. Coupled with the aforementioned reduction in revenue, the decrease in operating incomeloss for the three-month period is from an increase of the following expenses: approximately $10,000 in income from both the Chemicalbank and Electronic segmentscredit card fees, $48,000 in salaries, offset by reductions in health insurance of $62,260$12,000, and $138,298, respectively.$55,000 in professional fees.

 

Loss from operations for the nine months ended December 31, 2019 decreased2020 increased by $76,184. The increase$215,038. Coupled with the aforementioned reduction in revenue, the decrease in operating income for the nine-month period is primarily from an increase of the following expenses: approximately $18,000 in operating income from Electronicssalaries, $18,000 in stock-based compensation and Chemical segmentsconsulting, offset by decreases in insurance fees of $116,831 and $16,788 respectively.$21,000.

 

InterestOther income decreased $795$3,148 for the three months ended December 31, 2019.2020 and increased $3,208 for the nine months ended December 31, 2020. The increase is primarily due EIDL grant of $10,000 offset by decrease is due to decreasedin funds invested in a money market account. Interest expense increased $19.

Interest income decreased $547 for the nine months ended December 31, 2019. Interest expense decreased $917.


 

The foregoing resulted in a net loss before provision for income taxes for the three months ended December 31, 20192020 of $60,530$74,675 and net loss of $24,170$236,000 for the nine months ended December 31, 2019.2020. Earnings per share were $0.00$(0.00) for the three and nine months ended December 31, 2019 and 2018, respectively.2020.

 

LIQUIDITY AND CAPITAL RESOURCES   

 

At December 31, 2019,2020, we had cash and cash equivalents of $1,601,435$1,449,629 as compared to $1,555,687$1,438,714 at March 31, 2019.2020. The $45,748$10,915 increase was primarily the result of cash provided byused in operations during the nine-month period in the amount of $239,773,$403,627, offset with cash usedprovided in financing activities of $194,025.$414,542. Our cash will continue to be used for increased marketing costs, and increased production labor costs all in an attempt to increase our revenue, as well as increased expenditures for our internal R&D.  We expect to have enough cash to fund operations for the next twelve months.    

 

Future Sources of Liquidity:

 

We expect that growth with profitable customers and continued focus on new customers will enable us to continue to generate cash flows from operating activities during fiscal 2020. 

 

Based on current expectations, we believe that our existing cash and cash equivalents of $1,601,435$1,449,629 as of December 31, 2019,2020, and other potential sources of cash will be sufficient to meet our cash requirements. Our ability to meet these requirements will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

 

18

OPERATING ACTIVITIES 

 

Net cash used by operating activities was $403,627 for the nine months ended December 31, 2020, as compared to net cash provided by operating activities wasof $239,773 for the nine months ended December 31, 2019, as compared to net2019.  The cash used in operating activities of $188,613 for the nine months ended December 31, 2018.  The cash provided during the nine months ended December 31, 20192020 was primarily due to net loss of $22,184 plus$227,500 less depreciation and amortization of $29,174 coupled with an increase in net operating liabilities$29,733 and stock based compensation of $1,012,952,$8,802 coupled with a decrease in net operating liabilities of $161,942 and a decrease in net operating assets of $824,531.$52,520

 

INVESTING ACTIVITIES

 

No cash was provided for or used in investing activities for the nine months ended December 31, 2019.2020.

 

FINANCING ACTIVITIES

 

For the nine months ended December 31, 2019,2020, net cash usedprovided by financing activities was $194,025$414,542 due to repayments on capital lease obligations and repayments onadvances from the line of credit net of borrowings.$100,000, proceeds from the PPP loan of $381,000 offset by repayments on finance lease obligations and the line of credit of $66,458. 

 

OFF BALANCE SHEET ARRANGEMENTS

 

We have no off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Concentration of Credit Risk

 

Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.


 

Cash and cash equivalents – For financial statement purposes, the Company considers as cash equivalents all highly liquid investments with an original maturity of three months or less at inception. The Company deposits cash and cash equivalents with high credit quality financial institutions and believes that any amounts in excess of insurance limitations to be at minimal risk. Cash and cash equivalents held at these accounts are currentcurrently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum of $250,000. At December 31, 2019,2020, approximately $1,288,000$1,303,000 exceeded the FDIC limit.

 

Our sales are materially dependent on a small group of customers, as noted in Note 46 of our condensed consolidated financial statements. We monitor our credit risk associated with our receivables on a routine basis. We also maintain credit controls for evaluating and granting customer credit. 

 

ITEM 4. CONTROLS AND PROCEDURES

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

The Company's management, including the Company's principal executive officer and principal financial officer, have evaluated the effectiveness of the Company's "disclosure controls and procedures," as such term is defined in Ru1e 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were not effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the "SEC") (1) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (2) is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. During the quarterly and year to date period ended December 31, 2019,2020, there were no changes in the Company's internal control over financial reporting which materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting. 

 

19

The determination that our disclosure controls and procedures were not effective as of December 31, 2019,2020, is a result of:

 

a. Deficiencies in Internal Control Structure Environment.During the current year, the Company’s focus was on expanding their customer base to initiate revenue production.  

 

b. Inadequate staffing and supervision within the accounting operations of our company.The relatively small number of employees who are responsible for accounting functions prevents the Company from segregating duties within its internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.  The Company’s plan is to expand its accounting operations as the business of the Company expands. 

 

The Company believes that the financial statements present fairly, in all material respects, the Company’s condensed consolidated balance sheets as of December 31, 2019,2020, and March 31, 20192020 and the related condensed consolidated statements of income, and cash flows for the three and nine months ended December 31, 20192020 and 2018,2019, in conformity with generally accepted accounting principles, notwithstanding the material weaknesses we identified. 

 

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

 

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 


PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

In July 2018, the Company filed a complaint for damages, attorney's fees, costs and a declaratory judgement against Securities Transfer Corporation (STC) to compel STC to release the Company's stock transfer records to a new transfer agent.  STC refused to do so unless a termination fee of $10,578.76 was paid by the Company, although the agreement between STC and the Company provides for a termination fee of $500.  STC filed a counterclaim for damages in the above amount plus approximately $4,000 in unpaid fees.  The Company believed the counterclaim was without merit.  On November 30, 2018, the declamatory judgement was decided in favor of the Company and STC released the Company’s stock transfer records to the new transfer agent in December 2018. The lawsuit was settled on September 30, 2019 with a $5,000 settlement fee paid to STC.

 

In November 2019, the Company filed a civil suit in the Superior Court of New Jersey against an accounting firm seeking a declaratory judgement from the court that no sum is due to the accounting firm, plus damages, attorney's fees and costs with respect to the foregoing. Since this civil suit is inThis matter was settled by mutual agreement for the early stages of litigation, its ultimate outcome cannot be predicted with certainty at this time.

We are involved, from timeCompany to time, in litigation and proceedings arising out ofpay $7,500 to the ordinary course of business.defendant. All claims were dismissed by both parties on June 2, 2020. Other than the foregoing, there are no pending material legal proceedings or environmental investigations to which we are a party or to which our property is subject.

 

ITEM 1A. RISK FACTORS

 

There have been no material changes to the risk factors contained in our Annual Report on Form 10-K for the year ended March 31, 2019.2020. 

 

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

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None 

 

ITEM 4.MINE SAFETY DISCLOSURES

 

None

 

ITEM5. OTHER INFORMATION

 

None 

 

20

ITEM6. EXHIBITS.

 

(a) Exhibit No.

 

31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002.

 

101.INS**

XBRL Instance

101.SCH**

XBRL Taxonomy Extension Schema

101.CAL**

XBRL Taxonomy Extension Calculation

101.DEF**

XBRL Taxonomy Extension Definition

101.LAB**

XBRL Taxonomy Extension Labels

101.PRE**

XBRL Taxonomy Extension Presentation

 

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 


 

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

 

February 19, 202012, 2021

 

18

21