t65937_10k.htm
FORM
10-K
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
fiscal year ended March 31, 2009
o 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 0-17629
ADM
TRONICS UNLIMITED, INC.
(Name of
registrant as specified in its charter)
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Delaware
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22-1896032
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer Identification
No.)
|
224
Pegasus Avenue, Northvale, New Jersey 07647
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number (201) 767-6040
SECURITIES
REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
SECURITIES
REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON
STOCK, $.0005 PAR VALUE
(Title of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x
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 x No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
|
|
|
|
|
|
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
(Do
not check if a smaller reporting
company)
|
Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes o No x
The
aggregate market value of voting stock held by non-affiliates of the registrant
as of September 30, 2008, the last business day of the registrant’s most
recently completed second fiscal quarter was $1,620,000.
The
number of shares of the Common Stock outstanding as of July 10, 2009 was
53,939,537.
DOCUMENTS
INCORPORATED BY REFERENCE
Not
applicable.
Transitional
Small Business Disclosure Format (check one): Yes o No x
FORWARD
LOOKING STATEMENTS
This
Annual Report on Form 10-K contains various forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and information that is based on management’s beliefs as well
as assumptions made by and information currently available to management.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance that such expectations will
prove to be correct. When used in this report, the words “anticipate,”
“believe,” “estimate,” “expect,” “predict,” “project” and similar expressions
are intended to identify forward-looking statements. We cannot guarantee the
accuracy of the forward-looking statements, and you should be aware that our
actual results could differ materially from those contained in the
forward-looking statements due to a number of factors, including the statements
under “Risk Factors” set forth in “Item 1 - Description of Business” and the
statements under “Critical Accounting Policies” set forth in “Item 6 -
Management’s Discussion and Analysis or Plan of Operation.” Due to these
uncertainties and risks, readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this Annual
Report on Form 10-K.
Unless
otherwise indicated in this prospectus, references to “we,” “us,” “our” or the
“Company” refer to ADM Tronics Unlimited, Inc. and its
subsidiaries.
PART
I
COMPANY
OVERVIEW
The
Company is a technology-based developer and manufacturer of diversified lines of
products and derives revenue from the production and sale of environmentally
safe chemical products for industrial, medical and cosmetic uses and electronics
for non-invasive medical and other applications
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 subsidiaries, Pegasus Laboratories, Inc.
(“Pegasus”), Sonotron Medical Systems, Inc. (“SMI”)and Action Industries
Unlimited LLC. (“Action”). As of July 10, 2009, ADM owned approximately 100%,
94% and 100% of the outstanding capital stock of Pegasus, SMI and Action,
respectively. In addition, the Company owns a minority interest in Ivivi
Technologies Inc., which until October 18, 2006 was operated as a subsidiary of
the Company. Ivivi was deconsolidated as of October 18, 2006 upon the
consummation of Ivivi’s initial public offering, as we no longer own a majority
of the outstanding common stock of Ivivi and do not control Ivivi’s operations,
but can exert significant influence based on the percentage of Ivivi’s stock
owned by us. As a result, our investment in Ivivi from October 18, 2006 through
March 31, 2008 was reported under the equity method of accounting. Since April
1, 2008, we report our investment in Ivivi at fair value. As of July 10, 2009,
we owned approximately 28.9% of the outstanding capital stock of
Ivivi.
COMPANY
PRODUCTS
ENVIRONMENTALLY
SAFE CHEMICAL PRODUCTS FOR INDUSTRIAL, COSMETIC AND TOPICAL USES
INDUSTRIAL
We develop,
manufacture and sell chemical products to industrial users. Such products
consist primarily of the following:
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Water-based
primers and adhesives;
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Water-based
coatings and resins; and
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Water-based
chemical
additives.
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Water-based primers and
adhesives are chemical compounds used to bind different plastic films, metal
foils and papers. Examples are the binding of polyethylene to polyester, nylon,
vinyl, aluminum, paper and cellophane. Our water-based primers and adhesives are
similar in function to solvent-based primers that are widely used to bind
plastic films, papers and foils. Solvent-based systems have come under
criticism since they have been found to be highly pollutant, dangerous to
health and generally caustic in nature. Based upon our experience since 1969,
including information furnished to us by certain of our customers, we believe
that water-based systems have no known polluting effects and pose no known
health hazards. There can, of course, be no assurance that any governmental
restrictions will not be imposed on our water-based products or that such
products will be accepted as replacements for solvent based
products.
Coatings
and resins for the printing industry are used to impart properties to the
printed substrate. Our coatings and resins can be used to coat printed material
for glossy or aesthetic appeal to make such material virtually impervious to
certain types of grease and to impart other characteristics required or desired
for various products and specifications.
Certain
of our chemical additives are used to impart properties to inks and other
chemical products used in the food packaging and printing
industries. These additives are used for their ability to improve the
performance of such products.
None of
our chemical products are protected by patents, although the names of some of
such products have been protected by trademarks. We do not believe that any such
trademarks are material to our business. As of March 31, 2009, the dollar amount
of backlog orders for our chemical products believed by us to be firm, was not
material.
COSMETIC
AND TOPICAL PRODUCTS
The
Company, through its subsidiary, Pegasus, has developed several cosmetic and
topical products. We have not realized any significant revenues from such
products and there can be no assurance that any such products will account for
significant revenues or any profits in the future.
Although
we believe that our proposed products can be successfully marketed for
over-the-counter use through one or more entities representing numerous retail
pharmacies and otherwise, there can be no assurance that sales of such products
will be material or that we will be able to derive any profits there
from.
NON-INVASIVE
ELECTRONIC MEDICAL AND OTHER DEVICES
CONTRACT
MANUFACTURING
The
Company derives revenues from contract manufacturing of electronic medical and
other devices for its affiliate Ivivi, and other customers. During
the year ended March 31, 2009, revenues from contract manufacturing were
approximately $564,008, or 38% of total revenues, down from approximately
$1,000,000, or 53% of total revenues during the year ended March 31,
2008.
SONOTRON
TECHNOLOGY
SMI, a
majority-owned subsidiary of ADM, has developed a technology, known as the
Sonotron Technology, to treat subjects suffering from the pain of inflammatory
joint conditions. Although some of the devices utilizing this technology are
commercially available for the treatment of animals, none of such devices have
received clearance from the U.S. Food and Drug Administration (the “FDA”) for
human application in the United States.
The
Sonotron Technology is the subject of three United States patents (the “Sonotron
Patents”), which expire in 2011, 2012 and 2016. Foreign patents relating to the
Sonotron Technology have been issued in Brazil, Canada, France, Holland, Italy,
Japan, Sweden, Switzerland, the United Kingdom and Germany, which patents expire
on various dates through 2009.
In 1997,
the Company developed a device which utilizes the Sonotron Technology to
non-invasively treat neural-cerebral conditions (the “NCCD Device”). The NCCD
Device is a non-invasive electronic therapy device which is designed to emit
certain radio and audio waves at prescribed power outputs to a patient’s brain
and spinal cord. Since 1997, the NCCD Device has been in the prototype stage.
Limited initial preliminary tests on human subjects on a non-controlled basis
appear to indicate that treatment with the NCCD Device has a beneficial effect
on the symptoms related to certain neuro-cerebral disorders. The results ranged
from minor improvement in certain limited symptoms to dramatic overall
improvements.
In order
to commercially exploit the NCCD Device, we must successfully conduct
significant engineering and design work as well as clinical studies. If the
clinical studies establish the efficacy of the NCCD Device, we intend to seek
FDA approval of the NCCD Device. There can be no assurance that any clinical
studies of the NCCD Device will yield successful results or that FDA approval
will be obtained.
As of
March 31, 2009, the dollar amount of backlog orders for Sonotron Devices was not
material.
ACTION
On August
27, 2008, we acquired all of the assets of Action Spas, a manufacturer of
electronic controllers for spas and hot tubs, under our wholly-owned subsidiary
Action. We acquired Action to continue to expand our electronics
segment operations, and for the opportunity to expand its operations into the
OEM market.
CUSTOMERS
During
our fiscal years ended March 31, 2009 and 2008, sales of chemical products
accounted for approximately 52% and 45% of our operating revenues, respectively;
sales and manufacturing charges for electronic products accounted for
approximately 48%, and 55% of our operating revenues, respectively; and sales of
our cosmetic and topical dermatological products were not material.
During
the year ended March 31, 2009, two customers accounted for 54% of ADM’s revenue.
During the fiscal year ended March 31, 2008, five customers accounted for 77% of
ADM’s revenue. As of March 31, 2009, two customers represented 67% of our
accounts receivable. As of March 31, 2008, three customers represented 66% of
our accounts receivable. The loss of these major customers could have a material
impact on our operations and cash flow.
MARKETING
AND DISTRIBUTION
A
majority of ADM’s chemical product sales are distributed to customers directly
from ADM’s headquarters. Customers place purchase orders with the Company and
chemical products are then shipped via common carrier truck delivery on an “FOB
shipping point” basis. A portion of the sales are accomplished through
distributors who place purchase orders with ADM for certain quantities of its
chemical products which are shipped by common carrier to their respective
warehouses. These stocking distributors then ship product to the ultimate
customer via common carrier from their inventory of ADM’s chemical
products.
MANUFACTURER
AND SUPPLIERS
MANUFACTURER
ADM
manufactures its chemical products and SMI’s, Action’s and Ivivi’s electronic
products at its facilities located in Northvale, New Jersey.
ADM,
Ivivi and SMI are parties to a manufacturing agreement, pursuant to which ADM
serves as the exclusive manufacturer of all current and future medical,
non-medical electronic and other devices or products to be produced by such
entities. Pursuant to the terms of the manufacturing agreement, for each product
that ADM manufactures for the entity, the entity pays ADM an amount equal to
120% of the sum of (i) the actual, invoiced cost for raw materials, parts,
components or other physical items that are used in the manufacture of the
product and actually purchased for the entity by the Company, if any, plus (ii)
a labor charge based on ADM’s standard hourly manufacturing labor
rate.
ADM
warranties the products it manufactures for SMI and Ivivi against defects in
material and workmanship for a period of 90 days after the completion of
manufacture. After such 90-day period, ADM has agreed to provide repair services
for the products to the entity at its customary hourly repair rate plus the cost
of any parts, components or items necessary to repair the products unless the
entity provides such parts, components or items to ADM.
Under the
manufacturing agreement, all inventions, patentable or otherwise, trade secrets,
discoveries, ideas, writings, technology, know-how, improvements or other
advances or findings relating to the entities’ products and technologies shall
be and become the exclusive proprietary and confidential information of such
entity or any person to whom such entity may have assigned rights therein. The
Company has no rights in any such proprietary or confidential information and is
prohibited from using or disclosing any of such proprietary or confidential
information for its own benefit or purposes, or for the benefit or purpose of
any other person other than the entity without such entity’s prior written
consent. ADM has also agreed to cooperate with each entity in securing for it
any patents, copyrights, trademarks or the like which it may seek to obtain in
connection therewith. If ADM breaches any of the confidentiality agreements
contained in the manufacturing agreement, or if these agreements are not
sufficient to protect the entity’s technology or are found to be unenforceable,
the entity’s competitors could acquire and use information that it considers to
be our trade secrets and the entity may not be able to compete
effectively.
Since ADM
is the exclusive manufacturer of all of SMI’s and Ivivi’s current and future
products under the manufacturing agreement, if the operations of ADM are
interrupted or if orders or orders of other customers of the Company exceed our
manufacturing capabilities, we may not be able to deliver products on time and
the entities may not be able to deliver their respective products to their
respective customers on time. Under the terms of the manufacturing agreement, if
ADM is unable to perform its obligations thereunder or is otherwise in breach of
any provision thereof, the entities have the right, without penalty, to engage
third parties to manufacture some or all of their products. In addition, if an
entity elects to utilize a third-party manufacturer to supplement the
manufacturing being completed by ADM, such entity has the right to require us to
accept delivery of the products from these third-party manufacturers, finalize
the manufacture of the products to the extent necessary for such entity to
comply with FDA regulations and ensure that the design, testing, control,
documentation and other quality assurance procedures during all aspects of the
manufacturing process have been met.
As the
exclusive manufacturer of the medical devices of SMI and Ivivi, ADM
is required to comply with quality requirements, which require
manufacturers,
including
third-party manufacturers, to follow stringent design, testing, control,
documentation and other quality assurance procedures during all aspects of the
manufacturing process. In addition, our manufacturing facility is required to be
registered as a medical device manufacturing facility with the FDA and is
subject to inspection by the FDA. The Company has been registered by the FDA as
a Registered Medical Device Establishment since 1988 allowing it to manufacture
medical devices in accordance with procedures outlined in FDA regulations, which
include quality control and related activities. Such registration is
renewable annually and although we do not believe that the registration
will fail to be renewed by the FDA, there can be no assurance of such
renewal. Our failure to obtain any annual renewal would have a
material adverse effect on the entities if they were not able to secure
another manufacturer of their products.
SUPPLIERS
ADM
purchases the raw materials used in the manufacture of its chemical products
from numerous sources. We believe that all necessary raw materials for our
chemical products are readily available and will continue to be so in the
foreseeable future. We have never had, nor do we anticipate experiencing, any
shortages of such materials. The raw materials for chemical products consist
primarily of water, resins, elastomers and catalysts. We generally maintain
sufficient quantities of inventories of our chemical products to meet customer
demands. When orders are received by us for our chemical products, our customers
require immediate shipment thereof. Accordingly, in order to satisfy its
customers’ needs, we have maintained an inventory ranging, in dollar amounts,
from 15% to 30% of sales of chemical products in the form of either raw
materials or finished goods.
We
purchase the raw materials, parts, components and other items that are required
to manufacture products for SMI, Action and Ivivi. We rely on a limited number
of suppliers for such raw materials, parts, components and other items. Although
there are many suppliers for each of these raw materials, parts, components and
other items, we are dependent on a limited number of suppliers for many of the
significant raw materials and components due to our customers’ requirements. We
do not have any long-term or exclusive purchase commitments with any of
our suppliers. The failure to maintain existing relationships with
suppliers or to establish new relationships in the future could also negatively
affect our ability to obtain raw materials and components used in the products
in a timely manner. If we are unable to obtain ample supply of product from our
existing suppliers or alternative sources of supply, we may be unable to satisfy
SMI’s, Actions and Ivivi’s orders which could reduce our revenues and adversely
affect their relationships with their customers.
RESEARCH
AND DEVELOPMENT
During
our fiscal years ended March 31, 2009 and 2008, we made no material expenditures
with respect to company-sponsored research and development activities relating
to our chemical business. During such fiscal years, we did not expend any funds
on customer-sponsored research and development activities with respect
thereto.
During
our fiscal years ended March 31, 2009 and 2008, other than the regular
compensation paid by us to our executive officers, we did not spend any
appreciable amounts on testing, application, clinical studies and
company-sponsored research and development activities in connection with the
Sonotron Technology and other activities determined in accordance with generally
accepted accounting principles. During each of such years no material amounts
were spent on customer-sponsored research and development activities relating to
the development of new products, services or techniques or the improvement of
any of the foregoing.
During
our fiscal years ended March 31, 2009 and 2008, we made no material expenditures
with respect to company-sponsored research and development activities relating
to our medical device business.
COMPETITION
Our
chemical business is highly competitive and substantially all of our competitors
possess greater experience, financial resources, operating history and marketing
capabilities than do we. Although we do not believe that there are one or more
dominant competitors in such industry, there can be no assurance that we will be
able to effectively compete with any or all of our competitors on the basis of
price, service or otherwise. Competitors may be better able to withstand a
change in conditions within the chemical products industry and throughout the
economy as a whole. In addition, current and anticipated future consolidation
among our competitors and customers may cause us to lose market share as well as
put downward pressure on pricing. Furthermore, there is a trend in the chemical
industry toward relocation of manufacturing facilities to lower-cost regions
such as Asia. Such relocation may permit some of our competitors to lower their
costs and improve their competitive position. If we do not compete successfully,
our business, operating margins, financial condition, cash flows and
profitability could be adversely affected.
Our
results of operations depend, in part, on our ability to expand our chemical
product offerings. We are committed to remaining a competitive producer and
believe that our portfolio of new or re-engineered products is strong. However,
we may not be able to develop new products, re-engineer existing products
successfully or bring them to market in a timely manner. While we believe that
the products, pricing and services we offer customers are competitive, we may
not be able to continue to attract and retain customers to which to we sell our
chemical products.
INSURANCE
The
Company may be exposed to potential product liability claims by those who use
our products. Therefore, we maintain a general liability insurance policy, which
includes aggregate product liability coverage of $2,000,000 for certain of our
products. We believe that our present insurance coverage is adequate for the
types of products currently marketed. There can be no assurance, however, that
such insurance will be sufficient to cover potential claims or that the present
level of coverage will be available in the future at a reasonable
cost.
EMPLOYEES
As of
July 10, 2009, we had 12 full-time employees. As of such date, we had one
salaried employee in an executive or managerial position.
RECENT
DEVELOPMENTS
Subsequent
to year end we invested in Wellington Scientific, LLC (“Wellington”) which has
rights to an electronic uroflowmetry diagnostic medical device
technology. These products are currently distributed in South Africa,
but are not compliant with US FDA requirements for distribution in the US. We
intend to modify the design of these products for compliance with FDA standards
and create the required documentation for distribution of these products in the
US. We will invest a total of $50,000, with $10,000 already provided in
cash, and $40,000 in services to Wellington. Wellington issued a
convertible note to us for a principal amount of $50,000 with an interest rate
of 10%. In addition, we shall be the exclusive manufacturer of these
products for Wellington and shall receive a percentage of future sales, if
any.
An
investment in our stock involves a high degree of risk. You should carefully
consider the following information, together with other information in this
annual report, before buying shares of our stock. If any of the following risks
or uncertainties occur, our business, financial condition and results of
operations could be materially and adversely affected, the trading price of our
stock could decline and you may lose all or a part of the money you paid to buy
our stock.
RISKS
RELATING TO OUR CHEMICAL BUSINESS
NEW
ENVIRONMENTAL OR OTHER REGULATIONS COULD INCREASE THE COMPANY’S OPERATING
COSTS.
Like
other manufacturers, the Company is subject to a broad range of Federal, state
and local laws and requirements, including those governing discharges in the air
and water, the handling and disposal of solid and hazardous substances and
wastes, the remediation of contamination associated with the release of
hazardous substances, work place safety and equal employment opportunities. We
have made expenditures to comply with such laws and requirements. We believe,
based on information currently available to management, that we are in
compliance with applicable environmental and other legal requirements and that
we will not require material capital expenditures to maintain compliance with
such requirements in the foreseeable future. Governmental authorities have the
power to enforce compliance with such laws and regulations, and violators may be
subject to penalties, injunctions or both. Third parties may also have the right
to enforce compliance with such laws and regulations. As ADM develops new
formulations for its chemical products, those products may become subject to
additional review and approval requirements governing the sale and use of its
products. Although our manufacturing processes do not currently result in the
generation of hazardous wastes, this may not always be the case and material
costs or liabilities may be incurred by us in the future as a result of the
manufacturing operations. It is also possible that other developments, such as
additional or increasingly strict requirements of laws and regulations of these
types, or enforcement policies there under, could significantly increase our
costs of operations.
BECAUSE
WE USE VARIOUS MATERIALS AND SUBSTANCES IN MANUFACTURING OUR CHEMICAL PRODUCTS,
OUR PRODUCTION FACILITIES ARE SUBJECT TO OPERATING HAZARDS THAT COULD CAUSE
PERSONAL INJURY AND LOSS OF LIFE, SEVERE DAMAGE TO, OR DESTRUCTION OF, PROPERTY
AND EQUIPMENT AND ENVIRONMENTAL CONTAMINATION.
We are
dependent on the continued operation of our production and distribution
facility. This facility is subject to hazards associated with the manufacture,
handling, storage and transportation of chemical materials and products,
including natural disasters, mechanical failure, unscheduled downtime, labor
difficulties, transportation interruptions, and environmental hazards, such as
spills, discharges or releases of toxic or hazardous substances and remediation
complications. These hazards can cause personal injury and loss of life, severe
damage to, or destruction of, property and equipment and environmental
contamination and other environmental damage and could have a material adverse
effect on our financial condition. In addition, due to the nature of our
business operations, we could become subject to scrutiny from environmental
action groups.
WE RELY
SIGNIFICANTLY ON RAW MATERIALS IN THE PRODUCTION OF OUR CHEMICAL PRODUCTS AND
FLUCTUATIONS IN COSTS OF SUCH RAW MATERIALS WOULD INCREASE OUR OPERATING
EXPENSES.
Our
manufacturing operations with respect to our chemical products depend upon
obtaining adequate supplies of our raw materials on a timely basis. The loss of
a key source of supply or a delay in shipments could have an adverse effect on
our business. We are exposed to price risks associated with these raw material
purchases. The availability and prices of raw materials may be subject to
curtailment or change due to, among other things, new laws or regulations,
suppliers’ allocations to other purchasers, interruptions in production by
suppliers, changes in exchange rates, cost components of raw materials and
worldwide price levels. Our results of operations could be adversely affected if
we are unable to obtain adequate supplies of raw materials in a timely manner or
if the costs of raw materials increased significantly.
WE FACE
COMPETITION FROM OTHER CHEMICAL COMPANIES, WHICH COULD ADVERSELY AFFECT OUR
REVENUE AND FINANCIAL CONDITION.
We
actively compete with companies producing the same or similar products and, in
some instances, with companies producing different products designed for the
same uses. We encounter competition in price, delivery, service, performance,
product innovation and product recognition and quality, depending on the product
involved. For some of our products, our competitors are larger and have greater
financial resources. As a result, these competitors may be better able to
withstand a change in conditions within the industries in which we operate, a
change in the prices of raw materials or a change in the economy as a whole. Our
competitors can be expected to continue to develop and introduce new and
enhanced products, which could cause a decline in market acceptance of our
chemical products. Current and future consolidation among our competitors and
customers may also cause a loss of market share as well as put downward pressure
on pricing. Our competitors could cause a reduction in the prices for some of
our chemical products as a result of intensified price competition. Competitive
pressures can also result in the loss of major customers. If we cannot compete
successfully, our business, financial condition and results of operations could
be adversely affected.
WE FACE
COMPETITION FROM OTHER CHEMICAL COMPANIES, WHICH COULD FORCE US TO LOWER OUR
PRICES THEREBY ADVERSELY AFFECTING OUR OPERATING MARGINS, FINANCIAL CONDITION,
CASH FLOWS AND PROFITABILITY.
The
markets in which we operate are highly competitive, and this competition could
harm our business, results of operations, cash flow and financial condition. Our
competitors include major international producers as well as smaller regional
competitors. We believe that a significant competitive factor for our products
is selling price. We could be subject to adverse results caused by our
competitors’ pricing decisions. In addition, current and anticipated future
consolidation among our competitors and customers may cause us to lose market
share as well as put downward pressure on pricing. Furthermore, there is a trend
in the chemical industry toward relocation of manufacturing facilities to
lower-cost regions. Such relocation may permit some of our competitors to lower
their costs and improve their competitive position. Some of our competitors are
larger, have greater financial resources and have less debt than we do. As a
result, those competitors may be better able to withstand a change in conditions
within our industry and throughout the economy as a whole. If we do not compete
successfully, our business, operating margins, financial condition, cash flows
and profitability could be adversely affected.
FAILURE
TO DEVELOP NEW CHEMICAL PRODUCTS AND/OR IMPROVE OUR EXISTING PRODUCTS WILL MAKE
US LESS COMPETITIVE.
Our
results of operations depend, in part, on our ability to expand our chemical
product offerings. We are committed to remaining a competitive producer and
believe that our portfolio of new or re-engineered products is strong. However,
we may not be able to continue to develop new products, re-engineer our existing
products successfully or bring them to market in a timely manner. While we
believe that the products, pricing and services we offer customers are
competitive, we may not be able to continue to attract and retain customers to
which to sell our chemical products.
FAILURE
TO MAKE CONTINUED IMPROVEMENTS IN OUR PRODUCTIVITY COULD HURT OUR COMPETITIVE
POSITION.
In order
to obtain and maintain a competitive position, we believe that we must continue
to make improvements in our productivity. When we invest in new technologies or
processes, we face risks related to cost overruns and
unanticipated
technical difficulties. Our inability to anticipate, respond to or utilize
changing technologies could have a material adverse effect on our business and
our results of operations.
CHANGES
IN OUR CUSTOMERS’ PRODUCTS COULD REDUCE THE DEMAND FOR OUR CHEMICAL PRODUCTS,
WHICH MAY DECREASE OUR NET SALES AND OPERATING MARGINS.
Our
chemical products are used for a broad range of applications by our customers.
Changes, including technological changes, in our customers’ products or
processes may make our chemical products unnecessary, which would reduce the
demand for those products. Other customers may find alternative materials or
processes that no longer require our products. If the demand for our chemical
products is reduced, our net sales and operating margins may be reduced as
well.
WE HAVE
FEW PROPRIETARY RIGHTS WITH RESPECT TO OUR CHEMICAL PRODUCTS, THE LACK OF WHICH
MAY MAKE IT EASIER FOR OUR COMPETITORS TO COMPETE AGAINST US.
None of
our chemical products are protected by patents. We do attempt to protect the
names of some of our chemical products through trademarks and some of our other
limited proprietary property through trade secret, nondisclosure and
confidentiality measures; however, such protections may not preclude competitors
from developing similar technologies.
RISKS
RELATING TO OUR ELECTRONICS BUSINESS
SMI,
ACTION AND IVIVI OUTSOURCE THE MANUFACTURING OF THEIR PRODUCTS TO US AND IF OUR
OPERATIONS ARE INTERRUPTED OR IF OUR ORDERS EXCEED OUR MANUFACTURING
CAPABILITIES, THEY MAY NOT BE ABLE TO DELIVER THEIR PRODUCTS TO CUSTOMERS ON
TIME.
Pursuant
to a manufacturing agreement between SMI, Ivivi and us, we are the exclusive
manufacturer of the products of SMI and Ivivi. We also manufacture all of the
electronic products sold by Action. We operate a single facility and
have limited capacity that may be inadequate if SMI’s, Action’s or Ivivi’s
customers place orders for unexpectedly large quantities of their products, or
if our other customers place large orders of products, which could limit our
ability to produce the products of SMI, Action or Ivivi. In addition, if our
operations were halted or restricted, even temporarily, or we are unable to
fulfill large orders, SMI, Action and Ivivi could experience business
interruption, increased costs, damage to their reputations and loss of their
customers. Although SMI and Ivivi have the right to utilize other manufacturers
if we are unable to perform under our agreement, manufacturers of their products
need to be licensed with the FDA, and identifying and qualifying a new
manufacturer to replace us as the manufacturer of their products could take
several months during which time, they would likely lose customers and our
revenues could be materially delayed and/or reduced. In addition, our failure to
produce such products could result in claims against us. See “Item 1. Business -
Manufacturer and Suppliers.”
WE DEPEND
ON A LIMITED NUMBER OF SUPPLIERS FOR THE COMPONENTS AND RAW MATERIALS USED IN
OUR PRODUCTS AND THE PRODUCTS MANUFACTURED FOR THIRD PARTIES, INCLUDING SMI AND
IVIVI, AND ANY INTERRUPTION IN THE AVAILABILITY OF THESE COMPONENTS AND RAW
MATERIALS COULD REDUCE OUR REVENUE.
We rely
on a limited number of suppliers for the components and raw materials used in
the products that we manufacture for others, including SMI, Action and Ivivi.
Although there are many suppliers for each of their component parts and raw
materials, we are dependent on a single or limited number of suppliers for many
of the significant components and raw materials due to our customers’
specifications. This reliance involves a number of significant risks,
including:
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unavailability
of materials and interruptions in delivery of components and raw materials
from suppliers;
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manufacturing
delays caused by such unavailability or interruptions in delivery;
and
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fluctuations
in the quality and the price of components and raw
materials.
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We do not
have any long-term or exclusive purchase commitments with any of our suppliers.
Failure to maintain existing relationships with suppliers or to establish new
relationships in the future could also negatively affect our ability to obtain
components and raw materials used in these products in a timely manner. If we
are unable to obtain ample supply of product from existing suppliers or
alternative sources of supply, we may be unable to satisfy our customers’ orders
which could reduce our revenues and adversely affect our relationships with
these customers. See “Item 1. Business - Manufacturers and
Suppliers.”
OUR
ABILITY TO EXECUTE OUR BUSINESS PLAN DEPENDS ON THE SCOPE OF OUR INTELLECTUAL
PROPERTY RIGHTS AND NOT INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
THE VALIDITY, ENFORCEABILITY AND COMMERCIAL VALUE OF THESE RIGHTS ARE HIGHLY
UNCERTAIN.
Our
ability to compete effectively with other companies is materially dependent upon
the proprietary nature of our technologies. We rely primarily on patents and
trade secrets to protect our medical device technologies.
Third
parties may seek to challenge, invalidate, circumvent or render unenforceable
any patents or proprietary rights owned by us based on, among other
things:
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subsequently
discovered prior art;
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lack
of entitlement to the priority of an earlier, related application;
or
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failure
to comply with the written description, best mode, enablement or other
applicable
requirements.
|
In
general, the patent position of medical device companies are highly uncertain,
still evolving and involve complex legal, scientific and factual questions. We
are at risk that:
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other
patents may be granted with respect to the patent applications filed by
us; and
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any
patents issued to us may not provide commercial benefit to us or will be
infringed, invalidated or circumvented by
others.
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The
United States Patent and Trademark Office currently has a significant backlog of
patent applications, and the approval or rejection of patents may take several
years. Prior to actual issuance, the contents of United States patent
applications are generally published 18 months after filing. Once issued, such a
patent would constitute prior art from its filing date, which might predate the
date of a patent application on which we rely. Conceivably, the issuance of such
a prior art patent, or the discovery of “prior art” of which we are currently
unaware, could invalidate a patent of ours or prevent commercialization of a
product claimed thereby.
Although
we generally conduct a cursory review of issued patents prior to engaging in
research or development activities, we may be required to obtain a license from
others to commercialize any of our new products under development. If patents
that cover our existing or new products are issued to other companies, there can
be no assurance that any necessary license could be obtained on favorable terms
or at all.
There can
be no assurance that we will not be required to resort to litigation to protect
our patented technologies and other proprietary rights or that we will not be
the subject of additional patent litigation to defend our existing and proposed
products and processes against claims of patent infringement or any other
intellectual property claims. Such litigation could result in substantial costs,
diversion of management’s attention, and diversion of our
resources.
We also
have applied for patent protection in several foreign countries. Because of the
differences in patent laws and laws concerning proprietary rights between the
United States and foreign countries, the extent of protection provided by
patents and proprietary rights granted to us by the United States may differ
from the protection provided by patents and proprietary rights granted to us by
foreign countries.
We
attempt to protect our trade secrets, including the processes, concepts, ideas
and documentation associated with our technologies, through the use of
confidentiality agreements and non-competition agreements with our current
employees and with other parties to whom we have divulged such trade secrets. If
our employees or other parties breach our confidentiality agreements and
non-competition agreements or if these agreements are not sufficient to protect
our technology or are found to be unenforceable, our competitors could acquire
and use information that we consider to be our trade secrets and we may not be
able to compete effectively. Most of our competitors have substantially greater
financial, marketing, technical and manufacturing resources than we have and we
may not be profitable if our competitors are also able to take advantage of our
trade secrets.
We may
decide for business reasons to retain certain knowledge that we consider
proprietary as confidential and elect to protect such information as a trade
secret, as business confidential information or as know-how. In that event, we
must rely upon trade secrets, know-how, confidentiality and non-disclosure
agreements and continuing technological innovation to maintain our competitive
position. There can be no assurance that others will not independently develop
substantially equivalent proprietary information or otherwise gain access to or
disclose such information.
IF THE
FDA OR OTHER STATE OR FOREIGN AGENCIES IMPOSE REGULATIONS THAT AFFECT OUR
MEDICAL DEVICE PRODUCTS, OUR DEVELOPMENT, MANUFACTURING AND MARKETING COSTS WILL
BE INCREASED.
The
testing and production of medical devices are subject to regulation by the FDA
as devices under the 1976 Medical Device Amendments to the Federal Food, Drug
and Cosmetic Act. In the United States, medical devices must be:
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manufactured
in registered and quality approved establishments by the FDA;
and
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produced
in accordance with the FDA Quality System Regulation (“QSR”) for medical
devices.
|
As a
result we, as the manufacturer of other parties’ devices, are required to comply
with QSR requirements and if we fail to comply with these requirements, these
other third parties will need to find another company to manufacture its
devices. In addition, the Company’s manufacturing facility:
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is
required to be registered as a medical device manufacturing facility with
the FDA; and
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is
subject to inspection by the
FDA.
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The FDA
can impose civil and criminal enforcement actions and other penalties on us if
we fail to comply with stringent FDA regulations.
Medical
device manufacturing facilities must maintain records, which are available for
FDA inspectors documenting that the appropriate manufacturing procedures were
followed. The FDA has authority to conduct inspections of our facility. Labeling
and promotional activities are also subject to scrutiny by the FDA and, in
certain instances, by the Federal Trade Commission. Any failure by us or the
manufacturer of our products to take satisfactory corrective action in response
to an adverse inspection or to comply with applicable FDA regulations could
result in enforcement action against us or our manufacturer, including a public
warning letter, a shutdown of manufacturing operations, a recall of our
products, civil or criminal penalties or other sanctions. From time to time, the
FDA may modify such requirements, imposing additional or different requirements
which may require us to alter our business methods which could result in
increased expenses.
RISKS
RELATED TO OUR COMPANY
WE HAVE A
HISTORY OF SIGNIFICANT AND CONTINUED OPERATING LOSSES AND A SUBSTANTIAL
ACCUMULATED EARNINGS DEFICIT AND WE MAY CONTINUE TO INCUR SIGNIFICANT
LOSSES.
We have
incurred substantial net losses of approximately $8.9 million and $2.9 million
for the fiscal years ended March 31, 2009 and 2008, respectively. At March 31,
2009, we had an accumulated deficit of $29.7 million. We expect to incur
additional operating losses, as well as negative cash flow from operations, for
the foreseeable future.
The loss
or significant reduction in business of any of our key customers, including
Ivivi, could materially and adversely affect our revenues and
earnings.
We are
highly dependent upon certain customers to generate our revenues, including
Ivivi. For the fiscal year ended March 31, 2009, two customers accounted for 54%
of revenue and for the fiscal year ended March 31, 2008, five customers
accounted 77% of our revenues. Of these revenues, Ivivi accounted for 38% and
48% of such revenues for each period. All customer purchases are made through
purchase orders and we do not have any long-term contracts with
customers. The complete loss of, or significant reduction in business
from, or a material adverse change in the financial condition of, any of such
customers, particularly Ivivi, will cause a material and adverse change in our
revenues and operating results. As reported by Ivivi in its Annual
Report on Form 10-K for the fiscal year ended March 31, 2009, Ivivi will need to
raise additional capital in order to (i) repay its outstanding loan of $2.5
million which matures July 31, 2009 and (ii) continue its
operations. In the event Ivivi is unable to raise additional capital,
Ivivi will be unable to meet its debt obligations and the lender will have the
right to foreclose on the loan and, as a result, Ivivi may have to cease its
operations.
WE MAY BE
EXPOSED TO POTENTIAL RISKS RELATING TO OUR INTERNAL CONTROL OVER FINANCIAL
REPORTING AND OUR ABILITY TO HAVE THE OPERATING EFFECTIVENESS OF OUR INTERNAL
CONTROLS ATTESTED TO BY OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
As
directed by Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) the
Securities and Exchange Commission (“SEC”) adopted rules requiring public
companies to include a report of management on the company’s internal control
over financial reporting in their annual reports on Form 10-K. A report of our
management is included in our Annual Report on Form 10-KSB. In addition, Section
404 requires the independent registered public accounting firm auditing a
company’s financial statements to also attest to and report on the operating
effectiveness of such company’s internal control over financial reporting
commencing with our annual report for the fiscal year ending March 31, 2010. We
can provide no assurance that we will be able to comply with all of the
requirements imposed thereby. There can be no assurance that we will receive a
positive attestation from our independent registered public accounting firm. In
the event we identify significant deficiencies or material weaknesses in our
internal control over financial reporting that we cannot remediate in a timely
manner or we are unable to receive a positive attestation from our independent
registered public accountants with respect to our internal control over
financial reporting, investors and others may lose confidence in the reliability
of our financial statements.
WE MAY BE
EXPOSED TO PRODUCT LIABILITY CLAIMS FOR WHICH OUR INSURANCE MAY BE
INADEQUATE.
Our
business exposes us to potential product liability risks, which are inherent in
the testing, manufacturing and marketing of chemical products and electronic
devices. Although we maintain a general liability insurance policy, which
includes aggregate product liability coverage of $2,000,000 for certain of our
products, there can be no assurance, that such insurance will be sufficient to
cover potential claims or that the present level of coverage will be available
in the future at a reasonable cost.
While we
are not aware of side-effects resulting from the use of any of our products,
there may be unknown long-term effects of their use that may result in product
liability claims in the future. Further, we cannot provide any assurance
that:
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our
insurance will provide adequate coverage against potential liabilities if
a product causes harm or fails to perform as promised;
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adequate
product liability insurance will continue to be available in the future;
or
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our
insurance can be maintained on acceptable
terms.
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The
obligation to pay any product liability claim in excess of whatever insurance we
are able to obtain would increase our expenses and could greatly reduce our
assets. See “Item 1. Business - Insurance.”
THE LOSS
OF ANY OF OUR EXECUTIVE OFFICER OR KEY PERSONNEL MAY ADVERSELY AFFECT OUR
OPERATIONS AND OUR ABILITY TO EXECUTE OUR GROWTH STRATEGY.
Our
ability to execute our business plan depends upon the continued services of
Andre’ DiMino, our President and Chief Executive Officer, as well as our key
technology, marketing, sales and support personnel. We do not have employment or
consulting agreements containing non-compete agreements with Mr. DiMino and
certain of our key personnel, and we may not be able to retain these
individuals. If we lost the services of Mr. DiMino or our key personnel, our
business may be adversely affected and our stock price may decline. In addition,
our ability to execute our business plan is dependent on our ability to attract
and retain additional highly skilled personnel.
Andre’
DiMino, our President and Chief Executive Officer, also serves as Vice Chairman
and Executive Vice President and Chief Technical Officer of Ivivi. While Mr.
DiMino devotes a substantial portion of his work-time toward ADM, the remaining
amount of his work-time may be devoted elsewhere, including at Ivivi. As a
result, Mr. DiMino’s attention to our business and operations may be diverted by
his obligations elsewhere, including at Ivivi, and we may not be able to have
access to Mr. DiMino as needed by us.
OUR
EXECUTIVE OFFICER AND DIRECTORS AND ENTITIES AFFILIATED WITH THEM HAVE
SUBSTANTIAL CONTROL OVER US, WHICH COULD DELAY OR PREVENT A CHANGE IN OUR
CORPORATE CONTROL FAVORED BY OUR OTHER SHAREHOLDERS.
Our
executive officer and directors and entities affiliated with them may be deemed
to beneficially own, in the aggregate, approximately 39.5% of our outstanding
common stock. In particular, Mr. DiMino, together with members of the DiMino
family, may be deemed to beneficially own approximately 31% of the outstanding
shares of our common stock. The interests of our current officer and director
shareholders may differ from the interests of our other shareholders. As a
result, the current officers and directors would have the ability to exercise
substantial control over all corporate actions requiring shareholder approval,
irrespective of how our other shareholders may vote, including the following
actions:
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the
election of directors;
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adoption
of stock option plans;
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the
amendment of charter documents; or
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the
approval of certain mergers and other significant corporate transactions,
including a sale of substantially all of our
assets.
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PENNY
STOCK REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS ON MARKETABILITY OF OUR
SECURITIES.
Our
common stock is subject to penny stock rules, which may discourage
broker-dealers from effecting transactions in our common stock or affect their
ability to sell our securities. As a result, purchasers and current holders of
our securities could find it more difficult to sell their securities. Our stock
is traded on the OTC Bulletin Board. Trading volume of OTC Bulletin Board stocks
have been historically lower and more volatile then stocks traded on an exchange
or the Nasdaq Stock Market. In addition we may be subject to rules of the
Securities and Exchange Commission that impose additional requirements on
broker-dealers when selling penny stocks to persons other than established
customers and accredited investors. In general, an accredited investor is a
person with assets in excess of $1,000,000 or annual income exceeding $200,000
individually, or $300,000 together with his or her spouse. The relevant
Securities Exchange Commission regulations generally define penny stocks to
include any equity security not traded on an exchange or the Nasdaq Stock Market
with a market price (as defined in the regulations) of less than $5 per share.
Under the penny stock regulations, a broker-dealer must make a special
suitability determination as to the purchaser and must have the purchaser’s
prior written consent to the transaction. Prior to any transaction in a penny
stock covered by these rules, a broker-dealer must deliver a disclosure schedule
about the penny stock market prepared by the Securities Exchange Commission.
Broker-dealers must also make disclosure concerning commissions payable to both
the broker-dealer and any registered representative and provide current
quotations for the securities. Finally, broker-dealers are required to send
monthly statements disclosing recent price information for the penny stock held
in an account and information on the limited market in penny
stocks.
OUR STOCK
PRICE, LIKE THAT OF MANY SMALL COMPANIES, HAS BEEN AND MAY CONTINUE TO BE
VOLATILE.
We expect
that the market price of our common stock will fluctuate as a result of
variations in our quarterly operating results and other factors beyond our
control. These fluctuations may be exaggerated if the trading volume of our
common stock is low.
WE HAVE
NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE,
AND ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF YOUR
STOCK.
We have
never paid any cash dividends on our common stock and do not anticipate paying
any cash dividends on our common stock in the foreseeable future and any return
on investment may be limited to the value of your stock. We plan to retain any
future earnings to finance growth.
We are
headquartered at 224 Pegasus Avenue, Northvale, New Jersey. We lease
approximately 16,000 square feet of combined office and warehouse space from an
unaffiliated third party with a monthly rent of $7,750 subject to
increases. The lease expires in June, 2018. The Company,
its subsidiaries and Ivivi utilize portions of the leased space. Pursuant to a
management services agreement to which the Company, its subsidiaries and Ivivi
are parties, the Company determines, on a monthly basis, the portion of space
utilized by each entity during such month, and each entity reimburses the
Company for their portion of the lease costs, real property taxes and related
costs.
We
believe that our existing facilities are suitable as office, storage and
laboratory space, and are adequate to meet our current needs. We further believe
that such properties are adequately covered by insurance.
We do not
own any real property for use in our operations or otherwise.
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| ITEM
3. |
LEGAL
PROCEEDINGS |
We are
not a party to, and none of our property is the subject of, any pending legal
proceedings other than routine litigation that is incidental to our business. To
our knowledge, no governmental authority is contemplating any such
proceedings.
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| ITEM
4. |
SUBMISSION OF
MATTERS TO A VOTE OF SECURITY
HOLDERS |
None.
PART
II
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|
ITEM
5.
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MARKET
FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY
SECURITIES.
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MARKET
INFORMATION
The
Company’s common stock trades on the OTC-Bulletin Board under the symbol
“ADMT.” For the periods indicated, the following table sets forth the
high and low bid quotations for the Company’s common stock, as reported by the
National Quotation Bureau, Inc. The quotations represent inter-dealer quotations
without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.
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Quarter
Ended
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High
Bid
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Low
Bid
|
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Fiscal
2008
|
|
|
|
|
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June
30, 2007
|
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0.27
|
|
0.26
|
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September
30, 2007
|
|
0.29
|
|
0.28
|
|
|
December
31, 2007
|
|
0.27
|
|
0.26
|
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|
March
31, 2008
|
|
0.17
|
|
0.16
|
|
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|
Fiscal
2009
|
|
|
|
|
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|
June
30, 2008
|
|
0.19
|
|
0.11
|
|
|
September
30, 2008
|
|
0.16
|
|
0.06
|
|
|
December
31, 2008
|
|
0.07
|
|
0.03
|
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|
March
31, 2009
|
|
0.07
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|
0.01
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HOLDERS
OF RECORD
As of
March 31, 2009, 53,939,537 shares of the Company’s common stock were issued and
outstanding. On March 31, 2009 there were 1,342 shareholders of
record.
DIVIDENDS
The
Company has never paid any cash dividends on its common stock and has no
intention of paying cash dividends in the foreseeable future. The Company
intends to retain all earnings, if any, for use in the operation and expansion
of its business.
EQUITY
COMPENSATION PLAN
As of
July 10, 2009, we did not have any compensation plans (including individual
compensation arrangements) under which our equity securities were authorized for
issuance.
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| ITEM
6. |
SELECTED FINANCIAL
DATA. |
Not
Applicable
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| ITEM
7. |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION |
FORWARD-LOOKING
STATEMENTS
This
Annual Report on Form 10-K 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-K 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 this Annual Report on Form
10-K.
CRITICAL
ACCOUNTING POLICIES
REVENUE
RECOGNITION
CHEMICAL
PRODUCTS:
Revenues
are recognized when products are shipped to end users. Shipments to distributors
are recognized as sales where no right of return exists.
ELECTRONICS:
We
recognize revenue from the sale of our electronic products when they are shipped
to the purchaser. Revenue from the sale of the electronics we
manufacture for Ivivi is recognized upon completion of the manufacturing
process. Shipping and handling charges and costs are immaterial. We
offer a limited 90 day warranty on our electronics products and a limited 5 year
warranty on our electronic controllers for spas and hot tubs. We have
no other post shipment obligations and sales returns have been
immaterial.
USE OF
ESTIMATES:
Our
discussion and analysis of our financial condition and results of operations is
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosures of contingent assets and
liabilities. On an ongoing basis, we evaluate our estimates, including those
related to reserves, deferred tax assets and valuation allowance, impairment of
long-lived assets, fair value of equity instruments issued to consultants for
services and fair value of equity instruments issued to others. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions; however, we believe
that our estimates, including those for the above- described items, are
reasonable.
RECENT
ACCOUNTING PRONOUNCEMENTS
On
October 10, 2008, the FASB issued Staff Position (“FSP”) FAS 157-3, Determining
the Fair Value of a Financial Asset When the Market for That Asset Is Not
Active. This FSP clarifies the application of FASB Statement No. 157,
Fair Value Measurements, in a market that is not active and provides an example
to illustrate key considerations in determining the fair value of a financial
asset when the market for that financial asset is not active. We have
completed our evaluation of the impact of the effect of the adoption of FSP APB
14-1, and have determined it would have no impact on the Company’s financial
position, results of operations or cash flows.
In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations”.
This standard establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, any non-controlling interest in the acquired
entity and the goodwill acquired. This statement also establishes disclosure
requirements which will enable users to evaluate the nature and financial
effects of the business combination. SFAS No.141R is effective for us for
acquisitions made after November 30, 2009. The Company is currently
evaluating the potential impact, if any, that the adoption of SFAS No. 141R
will have on its consolidated financial statements.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests
in Consolidated Financial Statements”. This standard outlines the accounting and
reporting for ownership interest in a subsidiary held by parties other than the
parent. SFAS No. 160 is effective for the first quarter of 2010. We do not
expect the adoption of SFAS No. 160 to have a material impact on our financial
statements.
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities – An Amendment of FASB Statement No.
133”. This statement is intended to improve financial reporting of
derivative instruments and hedging activities by requiring enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS 133 and its
related interpretations and (c) how derivative instruments and related hedged
items affect an entity’s financial position, financial performance and cash
flows. The provisions of SFAS 161 are effective for fiscal years
beginning after November 15, 2008. SFAS 161 will be effective for the
Company on April 1, 2009. We do not expect the adoption of SFAS No.
161 to have a material impact on our financial statements.
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS No. 162). This statement identifies the sources of
accounting principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles (GAAP) in the United States (the GAAP
hierarchy). The FASB believes that the GAAP hierarchy should be
directed to the entity and has concluded that the GAAP hierarchy should reside
in the accounting literature established by the FASB. This statement shall
become effective 60 days following the SEC’s approval of the Public company
Accounting Oversight Board (PCAOB) amendments to AU Section 411, “The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting
Principles”. We do not expect the adoption of SFAS No. 162 to have a
material impact on our financial statements.
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
BUSINESS
OVERVIEW
ADM is a
corporation that was organized under the laws of the State of Delaware on
November 24, 1969. During the years ended March 31, 2009 and 2008, our
operations were conducted through ADM itself and its subsidiaries, Pegasus
Laboratories, Inc. and Sonotron Medical Systems, Inc and since August 2008,
Action Industries Unlimited, LLC. Ivivi was deconsolidated as of October 18,
2006 upon the consummation of Ivivi’s initial public offering. Our investment in
Ivivi from to October 18, 2006 through March 31, 2008 was reported under the
equity method of accounting. Since April 1, 2008 we reported our investment in
Ivivi at fair value.
We are a
technology-based developer and manufacturer of diversified lines of products in
the following three areas: (1) environmentally safe chemical products for
industrial use, (2) the manufacturing and sale of electronic medical and other
devices and (3) cosmetic and topical dermatological products. We have
historically derived most of our revenues from the development, manufacture and
sale of chemical products, and, to a lesser extent, from our electronic devices
and topical dermatological products. However, during the fiscal years
ended March 31, 2009 and 2008, we derived an increased amount of our revenue
from the sale/rental and manufacturing of electronic devices. Our
electronics segment also includes our Sonotron and Action
subsidiary.
RESULTS
OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2009 AS COMPARED TO MARCH 31,
2008
REVENUES
AND GROSS MARGINS
Revenues
were $1,486,283 for the year ended March 31, 2009 as compared to $1,896,746 for
the year ended March 31, 2008, a decrease of $410,463, or 22%. The decrease
primarily resulted from decreased manufacturing services performed for Ivivi.
Gross profits and gross margins were $405,212, or 27%, and $540,884, or 29%, for
the years ended March 31, 2009 and 2008, respectively. Gross margins decreased
as a result of margins on sales of electronic devices increasing approximately
8% as compared to a decrease in margins achieved from chemical products as a
result of increased raw material and labor cost percentages, offset by
electronic segment inventory cost adjustments and the write off of obsolete
inventory.
OTHER
OPERATING EXPENSES
Selling,
general and administrative expenses decreased by $67,277, or 6%, from $1,179,976
to $1,112,699, mainly due to decreased consulting and professional fees offset
by an increase in compensation and a decrease in allocated overhead costs to
Ivivi. Research and development expenses decreased by $3,823, or 100%, from
$3,823 to $0.
NET LOSS
AND NET LOSS PER SHARE
Net loss
for the year ended March 31, 2009 was $8,899,132 or $(0.16) per share, compared
to a net loss of $2,894,316, or $(0.05) per share, for the year ended March 31,
2008. Our net loss increased $6,004,816, or $0.11 per share. This was mainly the
result of recording a loss from the change in fair value of our investment in
Ivivi of $10,660,000 for the year ended March 31, 2009, compared to an equity
method investment loss in Ivivi of $2,339,716 for the year ended March 31, 2008,
offset by a deferred income tax credit of $2,425,188.
LIQUIDITY
AND CAPITAL RESOURCES
At March
31, 2009, we had cash and equivalents of $1,155,786 as compared to $2,072,325 at
March 31, 2008. The decrease of $916,539 was primarily the result of cash used
in operations in the amount of $685,880 and cash used in investing activities of
$427,659. The market value of our investment in Ivivi at March 31, 2009 was
$715,000. However, our common shares of Ivivi have not been registered with the
SEC and are subject to restriction as a result of securities laws.
OPERATING
ACTIVITIES
Net cash
used by operating activities was $685,880 for the year ended March 31, 2009, as
compared to net cash used by operating activities of $416,246 for the year ended
March 31, 2008. The use of cash in 2009 was primarily due to a net loss of
$8,899,132 and a net decrease in operating assets and liabilities of $62,191,
which was primarily offset by a non-cash charge for the equity investment loss
of $10,660,000, depreciation of $38,218, and decreases in net operating
liabilities of $291,991, offset by a deferred tax benefit of
$2,425,188.
Net cash
used by operating activities was $416,246 for the year ended March 31, 2008. The
use of cash in 2008 was primarily due to a net loss of $2,894,316 and increases
in operating assets of $287,000, which was primarily offset by a non-cash charge
for the equity investment loss of $2,339,716, depreciation of $19,253,
intangible asset write-downs of $57,094 and increases in net operating
liabilities of $350,373.
INVESTING
ACTIVITIES
For the
year ended March 31, 2009, cash used in investing activities was $427,659. Of
this amount, $14,888 was used for the purchase of equipment and $26,300 was
received from an officer for repayment of advances made to the officer prior to
2000. We acquired intangible assets of $212,491 and restricted cash increased
$226,580, used to collateralize the note for the acquisition of
Action.
For the
year ended March 31, 2008, cash used in investing activities was $9,705. Of this
amount, $29,705 was used for the purchase of equipment and $20,000 was received
from an officer for repayment of advances made to the officer prior to
2000.
FINANCING
ACTIVITIES
During
the year ended March 31, 2009, we had net proceeds from notes payable of
$200,000, of which we repaid $3,000.
Subsequent
to the receipt of funds from Ivivi in repayment of Ivivi’s indebtedness to us,
management launched a sales and marketing initiative which included, among other
things, the re-branding of our water-based industrial chemical products through
the establishment of a new division, Aqua-Based Technologies. In addition, we
hired a Director of Sales and Marketing for such division. This is part of a
business plan to enhance our operations and to increase sales and marketing
efforts for its products. Such plan includes seeking to hire additional sales
employees as well as pursuing strategic relationships to help market and promote
certain product lines. Although we expect available funds and funds generated
from our operations to be sufficient to meet our anticipated needs for a minimum
of 12 months, we may need to obtain additional capital to continue to operate
and grow our business. Our cash requirements may vary materially from those
currently anticipated due to changes in our operations, including our marketing
and sales activities, product development, and the timing of our receipt of
revenues. We do not have any material external sources of liquidity or unused
sources of funds. Our ability to obtain additional financing in the future will
depend in part upon the prevailing capital market conditions, as well as our
business performance. There can be no assurance that we will be successful in
our efforts to arrange additional financing on terms satisfactory to us or at
all.
|
|
|
|
ITEM
7A.
|
QUANTATATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
|
|
|
|
Not
Applicable
|
|
|
|
|
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
ADM
TRONICS UNLIMITED, INC. AND SUBSIDIARIES
MARCH 31,
2009
I N D E
X
|
|
|
|
FINANCIAL
STATEMENTS:
|
Page
NO.
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
|
|
|
|
Consolidated
Balance Sheets as of March 31, 2009 and 2008
|
F-2
|
|
|
|
|
|
Consolidated
Statements of Operations For the Years Ended March 31, 2009
and 2008
|
F-3
|
|
|
|
|
|
Consolidated
Statements of Changes in Stockholders’ Equity For the Years
Ended March 31, 2009 and 2008
|
F-4
|
|
|
|
|
|
Consolidated
Statements of Cash Flows For the Years Ended March 31, 2009
and 2008
|
F-5
|
|
|
|
|
|
Notes
to Consolidated Financial Statements
|
F-6
|
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and
Stockholders
of ADM Tronics Unlimited, Inc.
We have
audited the accompanying consolidated balance sheets of ADM Tronics Unlimited,
Inc. and subsidiaries as of March 31, 2009 and 2008, and the related
consolidated statements of operations, changes in stockholders’ equity, and cash
flows for each of the two years then ended. These consolidated financial
statements are the responsibility of the company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of ADM Tronics Unlimited, Inc. and
subsidiaries as of March 31, 2009 and 2008, and the results of its operations
and its cash flows for each of the two years then ended in conformity with
accounting principles generally accepted in the United States of
America.
| /s/
Raich Ende Malter & Co. LLP |
|
July 14,
2009
|
ADM
TRONICS UNLIMITED, INC. AND SUBSIDIARIES
|
|
CONSOLIDATED
BALANCE SHEETS
|
|
MARCH
31, 2009 AND 2008
|
| |
|
MARCH
31, 2009
|
|
|
MARCH
31, 2008
|
|
| |
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
1,155,786 |
|
|
$ |
2,072,325 |
|
|
Accounts
receivable, net of allowance for doubtful accounts of $2,500 and $1,088,
respectively
|
|
|
105,134 |
|
|
|
101,270 |
|
|
Receivables
– affiliate
|
|
|
6,977 |
|
|
|
— |
|
|
Inventories
|
|
|
302,810 |
|
|
|
469,403 |
|
|
Prepaid
expenses and other current assets
|
|
|
23,412 |
|
|
|
83,731 |
|
|
Restricted
cash
|
|
|
226,580 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
1,820,699 |
|
|
|
2,726,729 |
|
|
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net of accumulated depreciation of $28,082 and $17,873,
respectively
|
|
|
59,968 |
|
|
|
55,288 |
|
|
|
|
|
|
|
|
|
|
|
|
Inventory
– long term
|
|
|
43,798 |
|
|
|
78,416 |
|
|
Investment
in Ivivi
|
|
|
715,000 |
|
|
|
2,154,517 |
|
|
Advances
to related parties
|
|
|
47,999 |
|
|
|
74,299 |
|
|
Other
assets
|
|
|
212,967 |
|
|
|
28,486 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$ |
2,900,431 |
|
|
$ |
5,117,735 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
116,137 |
|
|
$ |
237,331 |
|
|
Notes
payable
|
|
|
197,000 |
|
|
|
— |
|
|
Accrued
expenses and other current liabilities
|
|
|
38,970 |
|
|
|
87,439 |
|
|
Customer
deposits – affiliate
|
|
|
101,025 |
|
|
|
241,828 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
453,132 |
|
|
|
566,598 |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity:
|
|
|
|
|
|
|
|
|
|
Preferred
stock, $.01 par value; 5,000,000 shares authorized, no shares issued and
outstanding
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock, $.0005 par value; 150,000,000 shares authorized, 53,939,537 shares
issued and outstanding at March 31, 2009 and at March 31,
2008
|
|
|
26,970 |
|
|
|
26,970 |
|
|
|
|
|
|
|
|
|
|
|
|
Additional
paid-in capital
|
|
|
32,153,597 |
|
|
|
32,153,597 |
|
|
Accumulated
deficit
|
|
|
(29,733,268
|
) |
|
|
(27,629,430
|
) |
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ equity
|
|
|
2,447,299 |
|
|
|
4,551,137 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders’ equity
|
|
$ |
2,900,431 |
|
|
$ |
5,117,735 |
|
The
accompanying notes are an integral part of these consolidated financial
statements.
|
ADM
TRONICS UNLIMITED, INC. AND SUBSIDIARIES
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
FOR
THE YEARS ENDED MARCH 31, 2009 AND
2008
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
1,486,283 |
|
|
$ |
1,896,746 |
|
|
|
|
|
|
|
|
|
|
|
|
Costs
and expenses:
|
|
|
|
|
|
|
|
|
|
Cost
of sales
|
|
|
1,081,071 |
|
|
|
1,355,862 |
|
|
Research
and development
|
|
|
— |
|
|
|
3,823 |
|
|
Selling,
general and administrative
|
|
|
1,112,699 |
|
|
|
1,179,976 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
2,193,770 |
|
|
|
2,539,661 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
|
|
(707,487
|
) |
|
|
(642,915
|
) |
|
|
|
|
|
|
|
|
|
|
|
Interest
and financing costs, net
|
|
|
43,167 |
|
|
|
88,315 |
|
|
Change
in fair value of investment in Ivivi
|
|
|
(10,660,000
|
) |
|
|
— |
|
|
Equity
in net loss of Ivivi
|
|
|
— |
|
|
|
(2,339,716
|
) |
|
Income
taxes (credit)
|
|
|
2,425,188 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(8,899,132 |
) |
|
$ |
(2,894,316 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share, basic and diluted
|
|
$ |
(0.16 |
) |
|
$ |
(0.05 |
) |
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
53,939,537 |
|
|
|
53,939,537 |
|
The
accompanying notes are an integral part of these consolidated financial
statements.
ADM
TRONICS UNLIMITED, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
|
|
|
|
|
Common
Stock
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2007
|
|
|
53,882,037 |
|
|
$ |
26,941 |
|
|
$ |
30,297,955 |
|
|
$ |
(24,735,114 |
) |
|
$ |
5,589,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment
to reflect equity raise of equity method investment
|
|
|
— |
|
|
|
— |
|
|
|
1,319,094 |
|
|
|
— |
|
|
|
1,319,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment
to reflect increase in investee paid in capital
|
|
|
— |
|
|
|
— |
|
|
|
536,577 |
|
|
|
— |
|
|
|
536,577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior
period correction
|
|
|
57,500 |
|
|
|
29 |
|
|
|
(29
|
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,894,316
|
) |
|
|
(2,894,316
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2008
|
|
|
53,939,537 |
|
|
|
26,970 |
|
|
|
32,153,597 |
|
|
|
(27,629,430
|
) |
|
|
4,551,137 |
|
|
Adjustment
to adopt FAS 159:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ivivi
investment adjustment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,220,482 |
|
|
|
9,220,482 |
|
|
Deferred
tax credit adjustment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,425,188
|
) |
|
|
(2,425,188
|
) |
|
Net
Loss
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,899,132
|
) |
|
|
(8,899,132
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at March 31, 2009
|
|
|
53,939,537 |
|
|
$ |
26,970 |
|
|
$ |
32,153,597 |
|
|
$ |
(29,733,268 |
) |
|
$ |
2,447,299 |
|
The
accompanying notes are an integral part of these consolidated financial
statements.
ADM
TRONICS UNLIMITED, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(8,899,132 |
) |
|
$ |
(2,894,316 |
) |
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
38,218 |
|
|
|
19,253 |
|
|
Bad
debt expense
|
|
|
2,414 |
|
|
|
— |
|
|
Write-downs
of intangible assets
|
|
|
— |
|
|
|
57,094 |
|
|
Loss
from equity investment
|
|
|
10,660,000 |
|
|
|
2,339,716 |
|
|
Deferred
Tax Benefit
|
|
|
(2,425,188
|
) |
|
|
|
|
|
Interest
accrued on officer loan
|
|
|
— |
|
|
|
(1,366
|
) |
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in:
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(6,278
|
) |
|
|
(11,672
|
) |
|
Receivable
from affiliate
|
|
|
(6,977
|
) |
|
|
36,657 |
|
|
Inventory
|
|
|
201,210 |
|
|
|
(260,729
|
) |
|
Prepaid
expenses and other current assets
|
|
|
41,844 |
|
|
|
(48,601
|
) |
|
Other
assets
|
|
|
— |
|
|
|
(2,655
|
) |
|
Increase
(decrease) in:
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
(151,188
|
) |
|
|
108,545 |
|
|
Customer
deposit – affiliate
|
|
|
(140,803
|
) |
|
|
241,828 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(685,880
|
) |
|
|
(416,246
|
) |
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Acquired
intangible assets
|
|
|
(212,491
|
) |
|
|
— |
|
|
Purchases
of property and equipment
|
|
|
(14,888
|
) |
|
|
(29,705
|
) |
|
Deposit
- restricted cash
|
|
|
(226,580
|
) |
|
|
— |
|
|
Collections
of advances to related party
|
|
|
26,300 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities
|
|
|
(427,659
|
) |
|
|
(9,705
|
) |
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Proceeds
from notes payable, net
|
|
|
200,000 |
|
|
|
— |
|
|
Repayments
of notes payable
|
|
|
(3,000
|
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
197,000 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Net
(decrease) in cash
|
|
|
(916,539
|
) |
|
|
(425,951
|
) |
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, beginning of period
|
|
|
2,072,325 |
|
|
|
2,498,276 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of period
|
|
$ |
1,155,786 |
|
|
$ |
2,072,325 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
taxes
|
|
$ |
1,810 |
|
|
$ |
4,060 |
|
|
|
|
|
|
|
|
|
|
|
|
Non
cash disclosure:
|
|
|
|
|
|
|
|
|
|
The
company financed insurance premiums during the period. Increase in prepaid
insurance and accounts payable.
|
|
$ |
18,475 |
|
|
|
— |
|
The
accompanying notes are an integral part of these consolidated financial
statements.
ADM
TRONICS UNLIMITED, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,
2009 AND 2008
NOTE 1 -
ORGANIZATIONAL MATTERS
ADM
Tronics Unlimited, Inc. (“we”, “us”, “the company” or “ADM”), was incorporated
under the laws of the state of Delaware on November 24, 1969. We are authorized
under our Certificate of Incorporation to issue 150,000,000 common shares, with
$.0005 par value, and 5,000,000 preferred shares with $.01 par
value.
NATURE OF
BUSINESS
We are a
manufacturing and engineering concern whose principal lines of business are the
production and sale of chemical products and the manufacture and sale of
electronics. On August 27, 2008, we acquired all of the assets of Action Spas, a
manufacturer of electronic controllers for spas and hot tubs, under our fully
owned subsidiary Action Industries Unlimited, LLC (“Action”). With this
acquisition, our previous Medical segment was redefined as our Electronics
segment, and the ongoing operations of Action are now reported under this
segment.
Our
chemical product line is principally comprised of water-based chemical products
used in the food packaging and converting industries. These products are sold to
customers located in the United States, Australia, Asia and Europe. Electronics
equipment is manufactured in accordance with customer specifications on a
contract basis. Our electronic device product line consists principally of
proprietary devices used in the treatment of joint pain and tinnitus. These
devices are FDA cleared medical devices. These products are sold to customers
located principally in the United States.
NOTE 2 -
SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION
The
consolidated financial statements include the accounts of ADM Tronics Unlimited,
Inc. and its subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
USE OF
ESTIMATES
These
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States and, accordingly, require management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Significant estimates made by
management include expected economic life and value of our medical devices,
deferred tax assets, option and warrant expenses related to compensation to
employees and allowance for doubtful accounts. Actual results could differ from
those estimates.
FAIR
VALUE OF FINANCIAL INSTRUMENTS
On April
1, 2008, the Company adopted Statement of Financial Accounting Standards
(“SFAS”) No. 157, “Fair Value Measurements” and SFAS No. 159, “The Fair Value
Option for Financial Assets and Financial Liabilities”. For certain of our
financial instruments, including accounts receivable, inventories, notes
payable, accounts payable and accrued expenses, the carrying amounts approximate
fair value due to their relatively short maturities.
CASH AND
EQUIVALENTS
Cash
equivalents are comprised of certain highly liquid investments with maturities
of three months or less when purchased. We maintain our cash in bank deposit
accounts, which at times, may exceed federally insured limits. We have not
experienced any losses to date as a result of this policy.
ACCOUNTS
RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
Accounts
receivable represent uncollateralized customer obligations due under normal
trade terms generally requiring payment within 30 days from the invoice date.
Follow-up calls and correspondence is made if unpaid accounts receivable go
beyond the invoice due date. Payments of accounts receivable are allocated to
the specific invoices identified on the customer’s remittance
advice.
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
CHEMICAL
PRODUCTS:
Revenues
are recognized when products are shipped to end users. Shipments to distributors
are recognized as sales where no right of return exists.
ELECTRONICS:
We
recognize revenue from the sale of our electronic products when they are shipped
to the purchaser. Revenue from the sale of the electronics we manufacture for
Ivivi is recognized upon completion of the manufacturing process. We offer a
limited 90 day warranty on our electronics products and a limited 5 year
warranty on our electronic controllers for spas and hot tubs. We have no other
post shipment obligations and sales returns have been immaterial Shipping
and handling charges and costs are immaterial.
WARRANTY
LIABILITIES
We offer
a limited 90 day warranty on our electronics products and a 5 year limited
warranty on all of our electronic controllers for spas and hot tubs sold through
Action. This product lines’ past experience has resulted in immaterial costs
associated with warranty issues. Therefore, no warranty liabilities have yet
been recorded.
RESTRICTED
CASH
Restricted
cash represents funds on deposit with a financial institution.
INVENTORY
Inventories
are stated at the lower of cost (first-in, first-out method) or market.
Inventory that is expected to be sold within one operating cycle (1 year) is
classified as a current asset. Inventory that is not expected to be sold within
1 year, based on historical trends, is classified as Inventory - long
term.
PROPERTY
& EQUIPMENT
We record
our 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.
LONG-LIVED
ASSETS
We follow
SFAS No. 144, “Accounting for Impairment of Disposal of Long-Lived Assets”,
which established a “primary asset” approach to determine the cash flow
estimation period for a group of assets and liabilities that represents the unit
of accounting for a long lived asset to be held and used. Long-lived assets to
be held and used are reviewed at least annually for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. The carrying amount of a long-lived asset is not recoverable
if it exceeds the sum of the undiscounted cash flows expected to result from the
use and eventual disposition of the asset. Long-lived assets to be disposed of
are reported at the lower of carrying amount or fair value less cost to sell.
During the years ended March 31, 2009 and 2008, no impairment loss was
recognized.
ADVERTISING
COSTS
Advertising
costs are expensed as incurred and amounted to approximately $24,000 and $32,000
for the years ended March 31, 2009 and 2008, respectively.
STOCK
OPTIONS AND WARRANTS
In April
2006, we adopted the fair value recognition provisions of SFAS No. 123(R),
Accounting for Stock-Based Compensation, to account for compensation costs under
our stock option plans and those of our subsidiary.
INCOME
TAXES
We report
the results of our operations as part of a consolidated tax return with our
subsidiaries. We have entered into a tax sharing arrangement where each of the
members compensates each other to the extent that their respective taxes are
affected as a result of this arrangement. 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 bases and tax bases 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 adopted the provisions of Financial Accounting Standards Board (“FASB”)
Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income
Taxes”, on April 1, 2007. Previously, the Company had accounted for tax
contingencies in accordance with Statement of Financial Accounting Standards
(“SFAS”) No. 5, “Accounting for Contingencies”. As required by FIN
No. 48, which clarifies SFAS No. 109, “Accounting for Income Taxes”,
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. At the adoption date and at March 31, 2008, the Company
applied FIN No. 48 to all tax positions for which the statute of
limitations remained open, and determined there was no material impact on the
consolidated financial statements. There are currently no tax years under
examination by any major tax jurisdictions.
NET LOSS
PER SHARE
We use
SFAS No. 128, “Earnings Per Share” for calculating the basic and diluted loss
per share. We compute basic loss per share by dividing net loss by the weighted
average number of common shares outstanding. Diluted loss per share is computed
similar to basic loss 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 loss
per share if their effect is anti-dilutive.
Per share
basic and diluted net loss amounted to $0.16 for the year ended March 31, 2009
and $0.05 for the year ended March 31, 2008. The assumed exercise of common
stock equivalents was not utilized for the years ended March 31, 2008 and 2007
since the effect would be anti-dilutive. There were 11,626,854 common stock
equivalents at March 31, 2009 and March 31, 2008.
RECENT
ACCOUNTING PRONOUNCEMENTS
In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations”.
This standard establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, any non-controlling interest in the acquired
entity and the goodwill acquired. This statement also establishes disclosure
requirements which will enable users to evaluate the nature and financial
effects of the business combination. SFAS No.141R is effective for us for
acquisitions made after November 30, 2009. We do not expect the adoption of
SFAS No. 141R to have an effect on our financial statements.
In
December 2007, the FASB issued SFAS No. 160, “Non-controlling
Interests in Consolidated Financial Statements”. This standard outlines the
accounting and reporting for ownership interest in a subsidiary held by parties
other than the parent. SFAS No. 160 is effective for the first quarter of
2010. We do not expect the adoption of SFAS No. 160 to have a material impact on
our financial statements.
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities – An Amendment of FASB Statement No. 133”. This statement
is intended to improve financial reporting of derivative instruments and hedging
activities by requiring enhanced disclosures about (a) how and why an entity
uses derivative instruments, (b) how derivative instruments and related hedged
items are accounted for under SFAS 133 and its related interpretations and (c)
how derivative instruments and related hedged items affect an entity’s financial
position, financial performance and cash flows. The provisions of SFAS 161 are
effective for fiscal years beginning after November 15, 2008. SFAS 161 will be
effective for the Company on April 1, 2009. We do not expect the adoption of
SFAS No. 161 to have a material impact on our financial statements.
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS No. 162). This statement identifies the sources of
accounting principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).
The FASB believes that the GAAP hierarchy should be directed to the entity and
has concluded that the GAAP hierarchy should reside in the accounting literature
established by the FASB. This statement shall become effective 60 days following
the SEC’s approval of the Public company Accounting Oversight Board (PCAOB)
amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles”. We do not expect the adoption of SFAS
No. 162 to have a material impact on our financial statements.
NOTE 3 -
INVENTORY
Inventory
as of March 31, 2009 and 2008, consists of the following:
March 31,
2009:
| |
|
Current
|
|
|
Long
Term
|
|
|
Total
|
|
|
Raw
materials
|
|
$ |
232,851 |
|
|
$ |
33,109 |
|
|
$ |
265,960 |
|
|
Finished
goods
|
|
|
69,959 |
|
|
|
10,689 |
|
|
|
80,648 |
|
|
|
|
$ |
302,810 |
|
|
$ |
43,798 |
|
|
$ |
346,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Current
|
|
|
Long
Term
|
|
|
Total
|
|
|
Raw
materials
|
|
$ |
361,897 |
|
|
$ |
39,186 |
|
|
$ |
401,083 |
|
|
Finished
goods
|
|
|
107,506 |
|
|
|
39,230 |
|
|
|
146,736 |
|
|
|
|
$ |
469,403 |
|
|
$ |
78,416 |
|
|
$ |
547,819 |
|
NOTE 4 -
INVESTMENT IN IVIVI AND RELATED CAPITAL TRANSACTIONS
Our
former majority owned subsidiary, Ivivi Technologies, Inc. (“Ivivi”), filed a
Registration Statement with the Securities and Exchange Commission (“SEC”) for
the initial public offering of a portion of its common stock. The Registration
Statement was declared effective by the SEC on October 18, 2006. As a result of
the consummation of Ivivi’s initial public offering, we no longer owned a
majority of the outstanding common stock of Ivivi. Since October 18, 2006, we
could exert significant influence based upon the percentage of Ivivi’s stock we
owned. As a result, our investment in Ivivi was reported during the period from
October 18, 2006 until March 31, 2008 under the equity method of accounting,
whereby we recognized our share of Ivivi’s earnings or losses as they are
incurred. Effective April 1, 2008 (“the Adoption Date”), we have adopted SFAS
No. 159 “The Fair Value Option for Financial Assets and Liabilities” with
respect to our investment in Ivivi, whereby we report our investment in Ivivi at
fair value.
Management’s
reason for electing the fair value option for its investment in Ivivi is to
increase the efficiency of our financial reporting responsibilities. The fair
value of our investment in Ivivi at the adoption date was approximately
$11,375,000. The adoption of SFAS No. 159, with respect to our investment in
Ivivi, resulted in the recognition of the following:
|
|
|
|
|
|
|
Pre-tax
cumulative-effect adjustment to retained earnings:
|
|
$
|
9,220,483
|
|
|
Deferred
tax liability:
|
|
|
2,425,188
|
|
|
|
|
|
|
|
|
Post-tax
cumulative-effect adjustment to retained earnings:
|
|
$
|
6,795,295
|
|
The fair
value of our investment in Ivivi as of March 31, 2009 and 2008 was $715,000 and
$11,050,000, respectively. Our common shares of Ivivi have not been registered
with the SEC and are subject to restriction as a result of securities laws.
Subsequent to the date of our financial statements, the fair value of our
investment in Ivivi had substantially decreased and Ivivi’s ability to continue
as a going concern is unknown.
The
following table sets forth summarized results of operations of Ivivi for the
years ended:
|
|
|
|
|
|
|
|
|
|
|
March
31,
2009
|
|
|
March
31,
2008
|
|
|
|
|
|
|
|
|
|
|
Revenues,
net
|
|
$ |
1,458,962 |
|
|
$ |
1,606,441 |
|
|
Cost
and Expenses, net
|
|
$ |
9,141,938 |
|
|
$ |
9,408,774 |
|
|
Interest
Income
|
|
$ |
95,103 |
|
|
$ |
299,242 |
|
|
State
tax benefit
|
|
$ |
254,269 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(7,333,604 |
) |
|
$ |
(7,503,091 |
) |
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
$ |
1,121,912 |
|
|
$ |
7,414,088 |
|
|
Non-Current
assets
|
|
$ |
1,242,873 |
|
|
$ |
1,340,743 |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
$ |
1,413,688 |
|
|
$ |
1,440,601 |
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
$ |
951,097 |
|
|
$ |
7,314,230 |
|
NOTE 5 –
INTANGIBLE ASSETS
Intangible
assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
Acc
amortization
|
|
|
Net
|
|
|
FY
2009
expense
|
|
Estimated
Life
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents
and Trademarks
|
|
$ |
61,768 |
|
|
$ |
56,142 |
|
|
$ |
5,626 |
|
|
$ |
4,096 |
|
15
Years |
|
Non-compete
agreement
|
|
|
50,000 |
|
|
|
4,167 |
|
|
|
45,833 |
|
|
|
4,167 |
|
7
Years |
|
Controller
Design
|
|
|
100,000 |
|
|
|
8,333 |
|
|
|
91,667 |
|
|
|
8,333 |
|
7
Years |
|
Customer
List
|
|
|
62,491 |
|
|
|
11,414 |
|
|
|
51,077 |
|
|
|
11,414 |
|
3
Years |
NOTE 6 –
FAIR VALUE MEASUREMENTS
In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
157, “Fair Value Measurements” (“Statement No. 157”) which defines fair value,
establishes a framework for measuring fair value, and expands disclosures about
fair value measurements. Statement No. 157 applies to other accounting
pronouncements that require or permit fair value measurements and does not
require any new fair value measurements.
In
February 2008, the FASB issued FASB Staff Position 157-2, which provides for a
one-year deferral of the provisions of Statement No. 157 for non-financial
assets and liabilities that are recognized or disclosed at fair value in the
consolidated financial statements on a non-recurring basis. The Company is
currently evaluating the impact of adopting the provisions of Statement No. 157
for non-financial assets and liabilities that are recognized or disclosed on a
non-recurring basis.
Effective
April 1, 2008, the Company adopted the provisions of Statement No. 157 for
financial assets and liabilities, as well as for any other assets and
liabilities that are carried at fair value on a recurring basis. The adoption of
the provisions of Statement No. 157 related to financial assets and liabilities
and other assets and liabilities that are carried at fair value on a recurring
basis did not materially impact the Company’s consolidated financial position
and results of operations.
Statement
No. 157 defines fair value as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. Statement No. 157 also establishes
a fair value hierarchy, which requires an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring
fair value. Statement No. 157 describes three levels of inputs that may be used
to measure fair value:
|
|
|
|
Level
1
|
Unadjusted
quoted prices in active markets that are accessible at the measurement
date for identical, unrestricted assets or
liabilities.
|
|
|
|
|
Level
2
|
Quoted
prices in markets that are not active; or other inputs that are observable,
either directly or indirectly, for substantially the full term of the
asset or liability.
|
|
|
|
|
Level
3
|
Prices
or valuation techniques that require inputs that are both significant
to the fair value measurement and
unobservable.
|
The
following table presents assets/(liabilities) measured at fair value on a
recurring basis at March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
| |
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Investment
in Ivivi
|
|
$ |
715,000 |
|
|
$ |
— |
|
|
$ |
— |
|
NOTE 7 -
CONCENTRATIONS
During
the year ended March 31, 2009, two customers accounted for 54% of our revenue.
As of March 31, 2009 two customers accounted for 67% of our accounts
receivable.
During
the year ended March 31, 2008, five customers accounted for 77% of our revenue.
As of March 31, 2008, three customers represented 66% of our accounts
receivable.
NOTE 8 -
SEGMENT INFORMATION
Information
about segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chemical
|
|
|
Electronics
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
Revenues
from external customers
|
|
$ |
768,491 |
|
|
$ |
717,792 |
|
|
$ |
1,486,283 |
|
|
Segment
loss (operating loss)
|
|
|
(256,270
|
) |
|
|
(451,217
|
) |
|
|
(707,487
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
from external customers
|
|
$ |
859,137 |
|
|
$ |
1,037,609 |
|
|
$ |
1,896,746 |
|
|
Segment
loss (operating loss)
|
|
|
(323,677
|
) |
|
|
(319,238
|
) |
|
|
(642,915
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets at March 31, 2009
|
|
$ |
1,459,121 |
|
|
$ |
1,441,310 |
|
|
$ |
2,900,431 |
|
NOTE 9 -
PROPERTY AND EQUIPMENT
Our
property and equipment as of March 31, 2009 and 2008 is as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Computer
equipment
|
|
$ |
13,366 |
|
|
$ |
10,318 |
|
|
Machinery
and equipment
|
|
|
70,934 |
|
|
|
62,843 |
|
|
Leasehold
Improvements
|
|
|
3,750 |
|
|
|
— |
|
|
|
|
|
88,050 |
|
|
|
73,161 |
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
depreciation
|
|
|
(28,082
|
) |
|
|
(17,873
|
) |
|
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net
|
|
$ |
59,968 |
|
|
$ |
55,288 |
|
Depreciation
expense related to property and equipment amounted to $10,209 and $12,407 during
the years ended March 31, 2009 and 2008, respectively.
NOTE 10 -
INCOME TAXES
At March
31, 2009, the Company had federal and state net operating loss carryforwards, or
“NOLs,” of approximately $5.9 million, which are due to expire through fiscal
2028. These NOLs may be used to offset future taxable income through their
respective expiration dates and thereby reduce or eliminate our federal and
state 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/availability of such net operating losses
and credits is dependent upon the Company’s ability to generate taxable income
in future periods and may be significantly curtailed if a significant change in
ownership occurs in accordance with the provisions of the Tax Reform Act of
1986.
Due to
the uncertainty related to, among other things, the extent and timing of its
future taxable income, the Company offset the deferred tax assets related to bad
debts and NOL’s by an equivalent valuation allowance at March 31, 2009. A
reconciliation of the statutory Federal income tax rate and the effective income
tax rate for the years ended March 31, 2009 and 2008 follows:
Significant
components of deferred tax assets and liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax assets (liabilities):
|
|
|
|
|
|
|
|
Net
operating loss carry forward
|
|
$ |
2,369,000 |
|
|
$ |
1,661,000 |
|
|
Unrealized
gain on Investment in Ivivi
|
|
|
(286,000
|
) |
|
|
— |
|
|
Bad
debts
|
|
|
1,000 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax assets
|
|
|
2,084,000 |
|
|
|
1,661,000 |
|
|
Valuation
allowance
|
|
|
(2,084,000
|
) |
|
|
(1,661,000
|
) |
|
|
|
|
|
|
|
|
|
|
|
Net
deferred tax assets
|
|
$ |
— |
|
|
$ |
— |
|
The
provision for income taxes at March 31, 2009 and 2008 differs from that amount
using the statutory federal income tax rate as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Statutory
federal income tax rate
|
|
|
(34 |
)% |
|
|
(34 |
)% |
|
State
income taxes, net of federal taxes
|
|
|
(6
|
) |
|
|
(6
|
) |
|
Nondeductible
items
|
|
|
40 |
|
|
|
26 |
|
|
Valuation
allowance
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
Effective
income tax rate
|
|
|
0
|
% |
|
|
0
|
% |
NOTE 11 -
OPTIONS AND WARRANTS OUTSTANDING
ADM has
an aggregate of 8,126,854 common stock purchase warrants outstanding as of March
31, 2009. The warrants have a weighted average exercise price of $0.33 per
share, all were exercisable at March 31, 2009, and have a weighted average
remaining life of .5 years at March 31, 2009.
No
options were granted during the years ended March 31, 2009 and 2008. During the
year ended March 31, 2007 ADM granted an aggregate of 3,500,000 stock options to
employees and consultants. The options have an exercise price of $0.29, were
fully vested at the date of grant and expire August 30, 2009. The options were
valued at $351,529 using the Black Scholes option pricing model with the
following assumptions: risk free interest rate of 4.9%, volatility of 85%,
estimated life of 1.5 years and dividend rate of 0%. The options have a
remaining life of .4 years at March 31, 2009.
NOTE 12 -
COMMITMENTS AND CONTINGENCIES
We lease
our office and manufacturing facility under a non-cancelable operating lease,
which expires on June 30, 2018. The company’s future minimum lease commitment at
March 31, 2009 is $933,875.
|
|
|
|
|
|
Period
|
|
Per
year
|
|
|
4/1/2009-3/31/2010
|
|
$ |
95,906 |
|
|
4/1/2010-3/31/2011
|
|
$ |
96,875 |
|
|
4/1/2011-3/31/2012
|
|
$ |
96,875 |
|
|
4/1/2012-3/31/2013
|
|
$ |
96,875 |
|
|
4/1/2013-3/31/2014
|
|
$ |
102,688 |
|
|
4/1/2014-3/31/2015
|
|
$ |
104,625 |
|
|
4/1/2015-3/31/2016
|
|
$ |
104,625 |
|
|
4/1/2016-3/31/2017
|
|
$ |
104,625 |
|
|
4/1/2017-3/31/2018
|
|
$ |
104,625 |
|
|
4/1/2018-3/31/2019
|
|
$ |
26,156 |
|
|
|
|
$ |
933,875 |
|
Rent
expense for all facilities for the years ended March 31, 2009 and 2008 was
approximately $86,000 and $73,000, respectively.
NOTE 13 -
LEGAL PROCEEDINGS
We are
involved, from time to time, in litigation and proceedings arising out of the
ordinary course of business. There are no pending material legal proceedings or
environmental investigations to which we are a party or to which our property is
subject.
NOTE 14 -
RELATED PARTY TRANSACTIONS
ADVANCES
TO RELATED PARTIES
At March
31, 2009, ADM has advances to an officer aggregating $9,552. The advances bear
interest at the rate of 3% per year. Interest accrued for the years ended March
31, 2009 and 2008 was $652 and $1,353 respectively. Total accrued interest at
March 31, 2009 was $38,447.
MANAGEMENT
SERVICES AGREEMENT
ADM
entered into a management services agreement with Ivivi under which ADM provides
Ivivi with management services and allocates portions of its real property
facilities for use by Ivivi for the conduct of its business. The management
services provided by ADM under the management services agreement include
managerial and administrative services, marketing and sales services, clerical
and communication services, the maintenance of a checking account and the
writing of checks, the maintenance of accounting records and other services in
the ordinary course of business. Ivivi pays ADM for such services on a monthly
basis pursuant to an allocation determined by ADM and Ivivi based on a portion
of its applicable costs plus any invoices it receives from third parties
specific to Ivivi. ADM and Ivivi also use office, manufacturing and storage
space in a building located in Northvale, New Jersey, currently leased by ADM,
pursuant to the terms of the management services agreement. ADM determines the
portion of space allocated to Ivivi on a monthly basis, and Ivivi is required to
reimburse ADM for its portion of the lease costs, real property taxes and
related costs.
During
the year ended March 31, 2009 Ivivi had approximately $69,000 in management
services provided to it by ADM pursuant to the management services agreement.
Ivivi had approximately $198,000 in management services provided to it by ADM
pursuant to the management services agreement during the year ended March 31,
2008.
INFORMATION
TECHNOLOGY SERVICE AGREEMENT
ADM
entered into an information technology (“IT”) service agreement with Ivivi, in
which Ivivi, in conjunction with its outside IT professionals, will service
ADM’s IT needs on an as needed basis. Ivivi will invoice ADM monthly for any
time it spends in providing such services to ADM. The rate that Ivivi will
charge ADM will be determined at date of Invoice. Such invoices that Ivivi
issues ADM, with respect to such services, will be due within 30 days. IT
services include, but are not limited to: Computer hardware and software related
issues, network administration, e-mail hosting and administration, telephone and
cabling installations and maintenance. There have been no charges to
date.
MANUFACTURING
AGREEMENT
ADM and
Ivivi are parties to a manufacturing agreement, dated as of August 15, 2001, and
as amended in February, 2005. Under the terms of the agreement, ADM has agreed
to serve as the exclusive manufacturer of all current and future medical and
nonmedical electronic and other devices or products to be sold or rented by
Ivivi. For each product that ADM manufactures, Ivivi pays ADM an amount equal to
120% of the sum of (i) the actual, invoiced cost for raw materials, parts,
components or other physical items that are used in the manufacture of the
product and actually purchased for such entity by ADM, if any, plus (ii) a labor
charge based on ADM’s standard hourly manufacturing labor rate, which ADM
believes is more favorable than could be attained from unaffiliated third
parties. Under the terms of the agreement, if ADM is unable to perform its
obligations to Ivivi under the manufacturing agreement or is otherwise in breach
of any provision of the manufacturing agreement, Ivivi has the right, without
penalty, to engage third parties to manufacture some or all of its products. In
addition, if Ivivi elects to utilize a third-party manufacturer to supplement
the manufacturing being completed by ADM, Ivivi has the right to require ADM to
accept delivery of its products from these third-party manufacturers, finalize
the manufacture of the products to the extent necessary and ensure that the
design, testing, control, documentation and other quality assurance procedures
during all aspects of the manufacturing process have been met.
Pursuant
to the manufacturing agreement, sales of finished goods to Ivivi during the year
ended March 31, 2009 were approximately $547,000. Sales and manufacturing
charges for the year ended March 31, 2008 were approximately
$907,000.
Our
activity with Ivivi is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Due
(to) from Ivivi, beginning of period
|
|
$ |
(241,828 |
) |
|
$ |
36,657 |
|
|
|
|
|
|
|
|
|
|
|
|
Advances
from Ivivi
|
|
|
(159,448
|
) |
|
|
(535,433
|
) |
|
Ivivi
purchases from ADM
|
|
|
546,874 |
|
|
|
901,845 |
|
|
Charges
from Ivivi
|
|
|
(9,617
|
) |
|
|
— |
|
|
Charges
to Ivivi
|
|
|
68,934 |
|
|
|
203,229 |
|
|
Payments
from Ivivi
|
|
|
(315,556
|
) |
|
|
(848,126
|
) |
|
Payments
to Ivivi
|
|
|
9,616 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Due
(to) Ivivi, end of period
|
|
$ |
(101,025 |
) |
|
$ |
(241,828 |
) |
At March
31, 2009 ADM had a receivable balance of $6,977 from Ivivi
CUSTOMER
DEPOSITS – AFFILIATE
ADM is
holding deposits of $101,025 from Ivivi for purchase orders Ivivi has placed
with the Company. Should ADM not fulfill these purchase orders, the materials
held by ADM will be transferred to Ivivi.
NOTE 15 –
ACQUISITIONS
On August
27, 2008, we acquired all of the assets of Action Spas, a manufacturer of
electronic controllers for spas and hot tubs, under our fully owned subsidiary
Action Industries Unlimited, LLC (“Action”) for $265,000. From this date, all of
the operations of Action are included in our consolidated financial statements.
We acquired Action to continue to expand our electronics segment operations, and
for the opportunity to expand its operations into the OEM market. The fair value
assigned to the acquired assets was as follows:
| |
|
|
|
|
|
| |
Inventory
|
|
$
|
19,184
|
|
| |
Equipment
|
|
|
9,140
|
|
| |
Non-Compete
Agreement
|
|
|
50,000
|
|
| |
Controller
design
|
|
|
100,000
|
|
| |
Customer
list
|
|
|
62,491
|
|
| |
|
|
|
|
|
| |
Total
|
|
$
|
240,815
|
|
The
remaining costs were expensed.
NOTE 16 –
NOTE PAYABLE, BANK
On August
21, 2008, the Company entered into a note payable with a commercial bank in the
amount of $200,000. This note bears interest at a rate of 2.98% and is secured
by cash on deposit with the institution, which is classified as restricted cash.
Amounts outstanding under the note are payable on demand, and interest is
payable monthly.
NOTE 17 -
SUBSEQUENT EVENTS
On June
4, 2009 the Company invested in Wellington Scientific, LLC (“Wellington”) which
has rights to an electronic uroflowmetry diagnostic medical device technology.
These products are currently distributed in South Africa, but are not compliant
with US FDA requirements for distribution in the US. The Company intends to
modify the design of these products for compliance with FDA standards and create
the required documentation for distribution of these products in the US. The
Company will invest a total of $50,000, with $10,000 already provided in cash,
and $40,000 in services to Wellington. Wellington issued a convertible note to
the Company for a principal amount of $50,000 with an interest rate of 10%. The
Company shall be the exclusive manufacturer of these products for Wellington and
shall receive a percentage of future sales, if any.
| |
|
|
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES.
We
maintain disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) that are designed to ensure that information required to
be disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms, and that such information is accumulated and
communicated to management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. Management necessarily applies its judgment in assessing the costs
and benefits of such controls and procedures, which, by their nature, can
provide only reasonable assurance regarding management’s control
objectives.
As of the
end of the period covered by this annual Report on Form 10-K, we carried out an
evaluation, with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures pursuant to Securities Exchange Act Rule
13a-15. Based on that evaluation as of March 31, 2009, our principal executive
officer and principal financial officer concluded that our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) are effective.
MANAGEMENT’S
REPORT ON INTERNAL COTNROL OVER FINANCIAL REPORTING
Management,
including our Chief Executive Officer and Chief Financial Officer, has evaluated
our internal control over financial reporting as of March 31, 2009, based on the
framework in Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations (COSO) of the Treadway Commission.
Based on
its assessment, management has concluded that our internal control over
financial reporting was effective as of March 31, 2009.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
INTERNAL
CONTROL OVER FINANCIAL REPORTING.
There
were no changes in the Company’s internal control over financial reporting that
occurred during the Company’s last fiscal quarter of the fiscal year to which
this report relates that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
|
|
|
|
ITEM 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL
DISCLOSURE.
|
None.
|
|
|
|
ITEM
9B.
|
OTHER
INFORMATION
|
None
PART
III
|
|
|
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
|
The
following table sets forth the names, positions and ages of the Company’s
executive officers and directors. All of the Company’s directors serve until the
next annual meeting of stockholders or until their successors are elected and
qualify. Officers are elected by the board of directors and their terms of
offices are, except to the extent governed by employment contracts, at the
discretion of the board of directors.
|
|
|
|
|
Name
|
Age
|
Position
|
|
|
|
|
|
Andre’
DiMino
|
53
|
President,
Chief Executive Officer, Chief Financial Officer and
Director
|
|
|
|
|
|
Vincent
DiMino
|
83
|
Director
|
|
|
|
|
|
David
Saloff
|
56
|
Director
|
Andre’
DiMino has served as President of the Company since December 2001 and a director
and chief Financial Officer of the Company since 1987. Prior thereto, Mr. DiMino
served as Executive Vice President and Chief Operating Officer since 1991 and
Secretary and Treasurer of the Company since 1978. Mr. DiMino also served as the
Technical Director of ADM Tronics from 1982 to 1991. Mr. DiMino currently serves
as Vice Chairman, Executive Vice President and Chief Technology officer of
Ivivi, a publicly traded company. He also served as Vice Chairman and Co-Chief
Executive Officer of Ivivi from October 2006 to August 2008, and as Chairman and
Chief Financial Officer from January 2004 until October 2006 and served as
President of Ivivi from 1989 to January 2004.
Vincent
DiMino served as Vice President of Production of the Company from 1969 to 2008
and as a director of the Company since August 1987.
David
Saloff has served as a director of the Company since 2001. From 1999 to 2003,
Mr. Saloff served as President of Lifewaves International Inc., a health and
wellness start-up company. Prior thereto Mr. Saloff served as Vice President of
Electropharmacology, Inc., from which Ivivi acquired the SofPulse technology
referred to elsewhere herein. Mr. Saloff currently serves as Executive Vice
President of Ivivi Technologies, Inc. and also served as President and Co-Chief
Executive Officer from 2004 until August 2008 and has served as a director of
Ivivi since 2004.
The terms
of office of each of the directors and officers expire upon the election of
their respective successors.
Vincent
DiMino is Andre’ DiMino’s uncle. There is no other family relationship between
any of the Company’s directors or executive officers.
AUDIT
COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
Because
of the Company’s ongoing efforts to engage qualified board members, the Company
does not have a separately designated audit committee or compensation committee
at this time. Accordingly, the Company’s Board of Directors also has determined
that the Company does not have an audit committee financial expert. The Company
continues to seek new board members in order to appoint a separately designated
audit committee. The functions which would be performed by an audit committee
are performed by the Board of Directors as a whole.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act, and the rules and regulations of the Securities and
Exchange Commission promulgated there under, requires the Company’s directors,
executive officers and persons who own beneficially more than 10% of the
Company’s common stock to file reports of ownership and changes in ownership of
such stock with the Securities and Exchange Commission. Based solely upon a
review of such reports, the Company believes that all of its directors,
executive officers and 10% stockholders complied with all applicable Section
16(a) filing requirements during the Company’s last fiscal year.
CODE OF
ETHICS
The
Company has adopted a code of ethics that applies to its principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. A copy of such Code of
Ethics has been filed as Exhibit 14.1 to the Annual Report on Form 10-K for the
fiscal year ended March 31, 2005.
|
|
|
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
The
following table provides certain summary information for the fiscal years ended
March 31, 2009 and 2008 concerning compensation paid, or accrued, by ADM to, or
on behalf of, ADM’s President, Chief Executive Officer and Chief Financial
Officer (the “Named Officer”). Other than ADM’s President and Chief Executive
Officer, the Company does not have any executive officers of the Company whose
total annual salary and bonus exceeded $100,000 during the fiscal year ended
March 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
& Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Option
Awards
($)
|
|
All
Other
Compensation
($)
|
|
Total
($)
|
|
|
Andre
DiMino
|
|
2009
|
|
142,200
|
|
—
|
|
—
|
|
—
|
|
142,200
|
|
|
Chief
Executive Officer
|
|
2008
|
|
136,760
|
|
—
|
|
—
|
|
—
|
|
136,760
|
|
|
Option
Awards
|
|
|
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
($)
|
|
Estimated
Per
Share
Market
Value
at
Grant
Date
if
Greater
than
Exercise
Price
($)
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|
Option
Expiration
Date
|
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|
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|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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Andre
DiMino
|
|
1,300,000
|
|
—
|
|
—
|
|
0.29
|
|
N/A
|
|
8/30/2011
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DIRECTORS’
COMPENSATION
The
Company does not pay fees to its directors, nor does it reimburse its directors
for expenses incurred.
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ITEM
12.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
|
The
following table sets forth information regarding ownership of shares of
Company’s common stock, as of July 10, 2009, by (i) each person known to ADM to
be the owner of 5% or more of ADM’s common stock (ii) each director and director
nominee of ADM, (iii) each Named Officer, and (iv) all directors and officers of
ADM as a group. Except as otherwise indicated, each person and each group shown
in the table has sole voting and investment power with respect to the shares of
the Company’s common stock indicated. For purposes of the table below, in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, a person is deemed to be the beneficial owner, for purposes of any
shares of Common Stock over which he or she has or shares, directly or
indirectly, voting or investment power; or of which he or she has the right to
acquire beneficial ownership at any time within 60 days after July 10, 2007. As
used herein, “voting power” is the power to vote or direct the voting of shares
and “investment power” includes the power to dispose or direct the disposition
of shares. Common Stock beneficially owned and percentage ownership is based on
53,939,537 shares of Common Stock outstanding as of July 10,
2009.
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Name
and Address
|
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Number
of
Shares
Beneficially
Owned
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Percentage
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Andre’
DiMino
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19,880,883 |
(1) |
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35.8 |
% |
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c/o
ADM Tronics Unlimited, Inc.
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|
|
|
|
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224-S
Pegasus Ave.
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|
|
|
|
|
|
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Northvale,
NJ 07647
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|
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Vincent
DiMino
|
|
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7,187,928
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(2) |
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13.2
|
% |
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c/o
ADM Tronics Unlimited, Inc.
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224-S
Pegasus Ave.
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Northvale,
NJ 07647
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David
Saloff
|
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300,000
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(3) |
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0.5
|
% |
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c/o
ADM Tronics Unlimited, Inc.
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224-S
Pegasus Ave.
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Northvale,
NJ 07647
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Eugene
Stricker
|
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4,188,700
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(4) |
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7.9
|
% |
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c/o
Fifth Avenue Venture Capital Partners
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42
Barrett Road
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Lawrence,
NY 11559
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All
Executive Officers and Directors
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as
a group (three persons)
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22,268,811
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(5) |
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39.5
|
% |
(1)
Includes 8,991,223 shares of the Company’s common stock directly owned by Andre
DiMino; 1,700,000 shares of the Company’s common stock held by the Andre’ DiMino
Irrevocable Trust, a Trustee and the beneficiary of which is Andre’ DiMino, who
may be deemed to be a beneficial owner of such shares; 1,700,000 shares of the
Company’s common stock held by the Maria Elena DiMino Trust, a Trustee of which
is Andre’ DiMino, who may be deemed to be a beneficial owner of such shares by
reason of his power to vote such shares; 1,700,000 shares of the Company’s
common stock held by the Maurice DiMino Irrevocable Trust, a Trustee of which is
Andre’ DiMino, who may be deemed to be a beneficial owner of such shares by
reason of his power to vote such shares; 1,300,000 shares which may be acquired
by Andre’ Dimino upon the exercise of options; 960 shares owned by Jenny DiMino,
the spouse of Andre’ DiMino; 300,000 shares which may be acquired By Jenny
DiMino upon the exercise of options; and 4,188,700 shares of the Company’s
common stock held by Eugene Stricker, of which Andre’ DiMino may be deemed to be
a beneficial owner by reason of his power to vote such shares pursuant to an
agreement.
(2)
Includes 1,287,928 shares of the Company’s common stock directly owned by Mr.
Vincent DiMino, 300,000 shares of the Company’s common stock owned by the spouse
of Vincent DiMino, as to which Mr. DiMino disclaims beneficial ownership;
500,000 shares which may be acquired by Vincent DiMino upon the exercise of
options; and 5,100,000 shares of the Company’s common stock of which 1,700,000
shares are held by each of the Andre’ DiMino Irrevocable Trust, the Maria Elena
DiMino Irrevocable Trust and the Maurice DiMino Irrevocable Trust, a Trustee of
which is Vincent DiMino, who may be deemed to be a beneficial owner of the
shares held by such trusts by reason of his power to vote such
shares.
(3)
Represents shares that may be acquired by David Saloff upon the exercise of
options.
(4) Mr.
Andre’ DiMino may be deemed to be a beneficial owner of such shares by reason of
his power to vote such shares pursuant to an agreement. Reference is also made
to Footnote No. 1.
(5)
Reference is made to Footnote Nos. 1 and 2.
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ITEM
13.
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CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS
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From time
to time prior to 2000, the Company has loaned funds to Andre’ Di Mino at an
interest rate of 3% per annum. The largest aggregate amount of indebtedness,
including interest, outstanding at any time since the beginning of the Company’s
fiscal year ended March 31, 2003 was approximately $89,900 and the amount of
principal and interest outstanding as of March 31, 2009 was approximately
$48,000.
TRANSACTIONS
WITH IVIVI
Andre’
DiMino, the Company’s President, Chief Executive Officer and Chief Financial
Officer, owns approximately 1.7% of the outstanding common stock of Ivivi and
serves as Vice Chairman and Executive Vice President and Chief Technical Officer
of Ivivi. During fiscal 2009, ADM and Ivivi have engaged in the transactions set
forth below:
AMOUNTS
OWED TO/FROM THE COMPANY.
As of
March 31, 2009, ADM was holding on deposit approximately $101,000 from Ivivi,
for sales orders Ivivi placed with the Company. As of March 31, 2009, Ivivi owed
approximately $7,000 to ADM in accounts receivable for sales the Company made to
Ivivi pursuant to the manufacturing agreement.
MANAGEMENT
SERVICES AGREEMENT
ADM
entered into a management services agreement, dated as of August 15, 2001, with
Ivivi, SMI and Pegasus under which the Company provides such entities with
management services and allocates portions of its real property facilities for
use by such entities for the conduct of their respective businesses. The
management services provided by the Company under the management services
agreement include managerial and administrative services, marketing and sales
services, clerical and communication services, the maintenance of a checking
account and the writing of checks, the maintenance of accounting records and
other services in the ordinary course of business. The entities pay ADM for such
services on a monthly basis pursuant to an allocation determined by ADM and such
entities based on a portion of its applicable costs plus any invoices it
receives from third parties specific to each such entity. ADM’s subsidiaries and
Ivivi also use office, manufacturing and storage space in a building located in
Northvale, New Jersey, currently leased by the Company, pursuant to the terms of
the management services agreement. ADM determines the portion of space allocated
to each entity on a monthly basis, and the subsidiaries and Ivivi are required
to reimburse the Company for their respective portions of the lease costs, real
property taxes and related costs.
Ivivi had
approximately $69,000 and $198,000 in management services provided to it by ADM
pursuant to the management services agreement during the fiscal years ended
March 31, 2009 and 2008, respectively.
INFORMATION
TECHNOLOGY SERVICE AGREEMENT
ADM
entered into an information technology (“IT”) service agreement with Ivivi, in
which Ivivi, in conjunction with its outside IT professionals, will service
ADM’s IT needs on an as needed basis. Ivivi will invoice ADM monthly for any
time it spends in providing such services to ADM. The rate that Ivivi will
charge ADM will be determined at date of invoice. Such invoices that Ivivi
issues ADM, with respect to such services, will be due within 30 days. IT
services include, but are not limited to: Computer hardware and software related
issues, network administration, e-mail hosting and administration, telephone and
cabling installations and maintenance.
MANUFACTURING
AGREEMENT
ADM,
Ivivi and SMI are parties to a manufacturing agreement, dated as of August 15,
2001, and as amended in February, 2005. Under the terms of the agreement, the
Company has agreed to serve as the exclusive manufacturer of all current and
future medical and non-medical electronic and other devices or products to be
sold or rented by the entities. For each product that ADM manufactures for each
entity, the entity pays ADM an amount equal to 120% of the sum of (i) the
actual, invoiced cost for raw materials, parts, components or other physical
items that are used in the manufacture of the product and actually purchased for
such entity by the Company, if any, plus (ii) a labor charge based on the
Company’s standard hourly manufacturing labor rate, which the Company believes
is more favorable than could be attained from unaffiliated third-parties. The
Company generally purchases and provides ADM with all of the raw materials,
parts and components necessary to manufacture the entities’ products. Under the
terms of the agreement, if the Company is unable to perform its obligations to
either entity under the manufacturing agreement or is otherwise in breach of any
provision of the manufacturing agreement, such entity has the right, without
penalty, to engage third parties to manufacture some or all of its products. In
addition, if the entity elects to utilize a third-party manufacturer to
supplement the manufacturing being completed by ADM, such entity has the right
to require ADM to accept delivery of its products from these third-party
manufacturers, finalize the manufacture of the products to the extent necessary
and ensure that the design, testing, control, documentation and other quality
assurance procedures during all aspects of the manufacturing process have been
met. Reference is made to “Item 1. Description of Business--Manufacturers and
Suppliers.”
Pursuant
to the manufacturing agreement, sales of finished goods to Ivivi during the
years ended March 31, 2009 and 2008 were approximately $547,000 and $907,000,
respectively.
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ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
AUDIT
FEES
The
aggregate fees billed for professional services rendered by Raich Ende Malter
& Co. LLP (“Raich”) for the audit of the Company’s annual consolidated
financial statements for the fiscal years ended March 31, 2009 and 2008, and for
the reviews of the financial statements included in the Company’s Quarterly
Reports on Form 10-QSB for the fiscal years ended March 31, 2009 and 2008, were
$71,445 and $90,158, respectively.
AUDIT-RELATED
FEES
The
aggregate fees billed for each of the fiscal years ended March 31, 2009 and 2008
for assurance and related services by Raich that are reasonably related to the
performance of the audit or review of the Company’s financial statements were
$1,183 and $1,038, respectively.
TAX
FEES
The
aggregate fees billed for each of the fiscal years ended March 31, 2009 and 2008
for professional services rendered by Raich for tax compliance were $12,500 and
$4,263, respectively.
ALL OTHER
FEES
The
aggregate fees billed in each of the fiscal years ended March 31, 2009 and March
31, 2008 for products and services provided by Raich were $0 and $0
respectively.
AUDIT
COMMITTEE ADMINISTRATION OF THE ENGAGEMENT
The
Company does not have an audit committee.
PART III,
ITEM 15. EXHIBITS
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
3.1
|
|
Certificate
of Incorporation and amendments thereto filed on August 9, 1976 and May
15, 1978 is incorporated by reference to Exhibit 3(a) to the Company’s
Registration Statement Form 10 (File No. 0-17629) (the “Form
10”).
|
|
3.2
|
|
Certificate
of Amendment to Certificate of Incorporation filed December 9, 1996 is
incorporated by reference to Exhibit 3(a) to the Company’s Annual Report
on Form 10-KSB for the fiscal year ended March 31,
1997.
|
|
3.3
|
|
By-Laws
are incorporated by reference to Exhibit 3(b) to the Form
10.
|
|
9.1
|
|
Trust
Agreements of November 7, 1980 by and between Dr. Alfonso DiMino et al.
are incorporated by reference to Exhibit 9 to the Company’s Annual Report
on Form 10-KSB for the fiscal year ended March 31,
1993.
|
|
10.1
|
|
Memorandum
of Lease by and between the Company and Cresskill Industrial Park III
dated as of August 26, 1993 is hereby incorporated by reference to Exhibit
10(a) to the Company’s Annual Report on Form 10-KSB for the fiscal year
March 31, 1994.
|
|
10.5
|
|
Agreement
of January 17, 2003 by and between the Company and Fifth Avenue Venture
Capital Partners is hereby incorporated by reference to Exhibit 10.5 to
the Company’s Annual Report on Form 10-KSB for the fiscal year ended March
31, 2003.
|
|
10.6
|
|
Amended
and Restated Manufacturing Agreement, dated February 10, 2005, among the
Company, Ivivi Technologies, Inc. and Sonotron Medical Systems, Inc. is
incorporated by reference to the Company’s Annual Report on Form 10-KSB
for the fiscal year ended March 31, 2005.
|
|
10.7
|
|
Management
Services Agreement, dated August 15, 2001, among the Company, Ivivi
Technologies, Inc., Sonotron Medical Systems, Inc. and Pegasus
Laboratories, Inc., as amended is incorporated by reference to the
Company’s Annual Report on Form 10-KSB form the fiscal year ended March
31, 2005.
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|
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10.15
|
|
Information
Technology Services Agreement, dated February 1, 2008, by and between the
Company and Ivivi Technologies, Inc. is incorporated by reference to the
Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31,
2008.
|
|
14.1
|
|
Code
of Ethics is incorporated by reference to the Company’s Annual Report on
Form 10-KSB for the fiscal year ended March 31, 2005.
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21.1
|
|
Subsidiaries
of the Company.
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31.1
|
|
Certification
of the Chief Executive Officer of the Company pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
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31.2
|
|
Certification
of the Chief Financial Officer of the Company pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
|
Certification
of the Chief Executive Officer and Chief Financial Officer of the Company
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
99.1
|
|
Audited
financial statements of Ivivi Technologies, Inc. included pursuant to Rule
3-09.
|
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 this 30th day of June,
2009.
|
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|
|
ADM
TRONICS
UNLIMITED,
INC.
|
|
|
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By:
|
/s/
Andre’ DiMino
|
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Andre’
Di Mino
|
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Chief
Executive Officer
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
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Signature
|
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Title
|
|
Date
|
|
|
|
|
|
|
|
|
/s/
|
Andre’
DiMino
|
|
Chief
Executive Officer
|
|
July
14, 2009
|
|
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Andre’
DiMino
|
|
(Principal
Executive Officer,
|
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Principal
Financial Officer and
|
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Principal
Accounting Officer) and Director
|
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|
|
|
|
|
|
|
|
|
/s/
|
Vincent
DiMino
|
|
Director
|
|
July
14, 2009
|
|
|
Vincent
DiMino
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
David
Saloff
|
|
Director
|
|
July
14, 2009
|
|
|
David
Saloff
|
|
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