-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DtoHrADklq+GDdaERUgIl2y4OEUlF94f2SgIP9rM4hVda18wSYz+fw6Jng4ONVcM YbF4rOC4fnshd+EV9OT2vQ== 0001188112-08-002395.txt : 20080814 0001188112-08-002395.hdr.sgml : 20080814 20080814172209 ACCESSION NUMBER: 0001188112-08-002395 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080814 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080814 DATE AS OF CHANGE: 20080814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADM TRONICS UNLIMITED INC/DE CENTRAL INDEX KEY: 0000849401 STANDARD INDUSTRIAL CLASSIFICATION: ADHESIVES & SEALANTS [2891] IRS NUMBER: 221896032 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17629 FILM NUMBER: 081020522 BUSINESS ADDRESS: STREET 1: 224 S PEGASUS AVE CITY: NORTHVALE STATE: NJ ZIP: 07647 BUSINESS PHONE: 2017676040 MAIL ADDRESS: STREET 1: 224 S PEGASUS AVE CITY: NORTHVALE STATE: NJ ZIP: 07647 8-K 1 t63465_8k.htm FORM 8-K t63465_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

__________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  August 14, 2008

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



Delaware
(State or other jurisdiction of incorporation)
 
000-17629
(Commission
File Number)
22-1896032
(IRS Employer Identification No.)
 



224-S Pegasus Avenue, Northvale, New Jersey 07647
(Address of principal executive offices) (Zip Code)


(201) 767-6040
Registrant's Telephone Number


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 
Item 2.02.  Results of Operations and Financial Condition.

On August 14, 2008, ADM Tronics Unlimited, Inc. (the “Company”) issued a press release regarding results for the three months ended June 30, 2008.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this report under Item 2.02 is being furnished pursuant to Item 2.02 of Form 8-K, insofar as it discloses historical information regarding the Company’s results of operations and financial condition as of and for the three months ended June 30, 2008.  In accordance with General Instructions B.2 of Form 8-K, the information in this Current Report on Form 8-K under Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Forward Looking Statements

This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently.  Forward-looking statements represent our management’s judgment regarding future events.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct.  All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements.  The Company cannot guarantee the accuracy of the forward-looking statements, and you should be aware that the Company’s 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” contained in the Company’s reports filed with the Securities and Exchange Commission.

Item 9.01.  Financial Statements and Exhibits.
 
 
 (d)
 Exhibits
         
 
Exhibit 99.1 –
Press release, dated August 14, 2008, regarding results for the three months ended June 30, 2008 (Exhibit 99.1 is furnished as part of this Current Report on Form 8-K).
 
-2-
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  ADM Tronics Unlimited, Inc.  
       
   By: /s/ Andre’ DiMino  
    Name:  Andre' DiMino  
    Title:  President  
       
 Dated: August 14, 2008      

-3-
 



 
 
 

 

 EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm
Exhibit 99.1
 
 
ADM Tronics Reports First Quarter Financial Results

August 14, 2008, Northvale, NJ – ADM Tronics Unlimited, Inc. (OTCBB: ADMT), a technology-based developer and manufacturer of unique, environmentally-safe, health and life-enhancing technologies, today announced financial results for the three months ended June 30, 2008.

ADMT reported a net loss of $3,221,527, or $.06 net loss per share, for the three months ended June 30, 2008, an increase of $2,648,878 from the net loss of $572,649, or $.01 net loss per share, for the three months ended June 30, 2007.  This increase was primarily the result of a decrease in the fair market value of our investment in Ivivi Technologies Inc. (Ivivi) of $5,297,500, which was offset by the benefit of a deferred tax credit of $2,147,576.  Revenues for the three months ended June 30, 2008 were $600,941 as compared to $293,086 for the three months ended June 30, 2007, an increase of $307,855, or 105%.  The increase mainly resulted from an increase in sales of finished medical devices to Ivivi, along with moderate increased sales to new and existing chemical customers.  To date, we have not received any additional orders from Ivivi.
 
Gross profit was $201,731, or 34%, for the three months ended June 30, 2008, and $123,027, or 42%, for the three months ended June 30, 2007.  Gross margins decreased as a result of margins on approximately $325,000 of sales of medical devices to Ivivi at approximately 17%, as compared to margins achieved from chemical products, which are generally higher.  We also incurred higher raw material costs on our chemical products during the three months ended June 30, 2008.

Andre’ DiMino, President of ADMT stated, “Our results show continued growth for our year-over-year periods. We expect to see continued growth and acceptance of our water-based chemical products through expanded sales and marketing activities, along with efforts to initiate the marketing of our personal-care products.”

ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2008 AND 2007
(Unaudited)
 
   
2008
    
2007
  
             
Revenues
   $ 600,941     $ 293,086  
                 
Costs and expenses:
                
Cost of sales
     399,210       170,059  
Research and development
     --       2,493  
Selling, general and administrative
     288,668       248,719  
                 
Total operating expenses
     687,878       421,271  
                 
Operating loss
     (86,937 )     (128,185 )
                 
Interest income
     15,334       25,143  
Change in fair value of investment
                
in Ivivi
     (5,297,500 )     --  
                 
Equity in net loss of Ivivi
     --       (469,607 )
                 
Net loss before income taxes (credit)
     (5,369,103 )     (572,649 )
                 
Income taxes (credit)
     (2,147,576 )     --  
                 
                 
Net loss
   $ (3,221,527 )   $ (572,649 )
                 
                 
Net loss per share, basic and diluted
   $ (0.06 )   $ (0.01 )
                 
Weighted average shares outstanding,
                
basic and diluted
     53,939,537       53,882,037  
                 
 
 
ADM TRONICS UNLIMITED, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

             
   
June 30, 2008
    
MARCH 31, 2008
  
   
(Unaudited)
        
ASSETS
            
             
Current assets:
            
Cash and cash equivalents
   $ 1,921,752     $ 2,072,325  
Accounts receivable, net of allowance for doubtful
                
accounts of $1,088 and $1,088, respectively
     60,936       101,270  
Receivables – Ivivi
     10,235       -  
Inventories
     414,769       469,403  
Prepaid expenses and other current assets
     22,317       83,731  
                 
Total current assets
     2,430,009       2,726,729  
                 
Property and equipment, net of accumulated depreciation
                
of $18,681 and $17,873, respectively
     54,480       55,288  
                 
Inventory - long term portion
     84,880       78,416  
Investment in Ivivi
     6,077,500       2,154,517  
Advances to related parties
     65,504       74,299  
Other assets
     27,782       28,486  
                 
Total assets
   $ 8,740,155     $ 5,117,735  
                 
             
LIABILITIES AND STOCKHOLDERS' EQUITY
            
             
Current liabilities:
            
Accounts payable
   $ 138,539     $ 237,331  
Accrued expenses and other current liabilities
     44,308       87,439  
Customer deposits – Ivivi
     154,793       241,828  
                 
Total current liabilities
     337,640       566,598  
                 
                 
Deferred tax liability
     277,612       --  
                 
                 
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
                
June 30, 2008 and March 31, 2008
     26,970       26,970  
Additional paid-in capital
     32,153,597       32,153,597  
Accumulated deficit
     (24,055,664 )     (27,629,430 )
                 
Total stockholders' equity
     8,124,903       4,551,137  
                 
Total liabilities and stockholders' equity
   $ 8,740,155     $ 5,117,735  
                 
 
About ADMT

ADMT is a technology based developer and manufacturer of unique, environmentally safe, health and life enhancing technologies and products. Its core competency is its ability to conceptualize a technology, bring it through development, into manufacturing and commercialization, all in-house. Its diversified product technology areas are environmentally friendly, water based industrial chemicals; therapeutic, non invasive electronic medical devices; and, innovative personal care and topical dermatological products.

Forward-Looking Statements

This press release contains statements, which may constitute "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements reflect management's current knowledge, assumptions, judgment and expectations regarding future performance or events.  Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct and you should be aware that actual results could differ materially from those contained in the forward-looking statements.  Forward-looking statements are subject to a number of risks and uncertainties, including, those risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2007.  The Company assumes no obligation to update the information contained in this press release.

Company Contact:                                           Andre’ DiMino                                           201-767-6040                                  andre@admtronics.com
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