8-K
TOMI Environmental Solutions, Inc. (TOMZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 18, 2020
TOMI Environmental Solutions, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 000-09908 | 59-1947988 |
|---|---|---|
| (State<br>or other jurisdiction of incorporation) | (Commission<br>File Number) | (I.R.S.<br>Employer Identification No.) |
9454 Wilshire Boulevard, Penthouse
Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)
(800) 525-1698
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 18, 2020, TOMI Environmental Solutions, Inc. issued a press release regarding its financial results for the third quarter ended March 31, 2020. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. No additional information is included in this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for purposes of, nor shall it be deemed incorporated by reference in, any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press<br>release issued May 18, 2020 |
SIGNATURE
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.
| TOMI ENVIRONMENTAL SOLUTIONS, INC. | ||
|---|---|---|
| Dated:<br>May 18, 2020 | By: | /s/<br>Halden Shane |
| Halden<br>Shane | ||
| Chief<br>Executive Officer |
EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Press<br>release issued May 18, 2020 |
tomz_ex991
Exhibit 99.1
TOMI ENVIRONMENTAL SOLUTIONS, INC. REPORTS
FIRST QUARTER 2020 FINANCIAL RESULTS
BEVERLY HILLS, CA, MAY 18, 2020 (BUSINESS WIRE) — TOMI Environmental Solutions, Inc.® (“TOMI”) (OTCQB:TOMZ), is a global company specializing in disinfection and decontamination, utilizing its premier Binary Ionization Technology (BIT™) platform through its SteraMist® products - a hydrogen peroxide-based mist and fog composed of ionized Hydrogen Peroxide (iHP™), announced its results for the first quarter of 2020.
TOMI Chief Executive Officer, Dr. Halden Shane stated, “In the beginning of 2020 the world saw a surge globally for disinfectants and an enhanced level of clean to help prevent and mitigate the spread of the SARS CoV-2 coronavirus, which has put TOMI and its SteraMist® line of products front and center in the fight against this global pandemic.
During this pandemic our customer base has grown significantly. We remain committed to keeping up with the increased demand and ensuring that those fighting against the SARS CoV-2 virus are well-equipped with our technology and solution. We continue innovating for a safer world by fighting coronavirus and other known and emerging pathogens."
Financial Results for the Three Months Ended March 31, 2020 compared to March 31, 2019
●
Total net revenue was $7,053,000 compared to $1,253,000, representing an increase of $5,800,000, or 463%.
–
SteraMist® product-based revenues was $6,638,000 and $1,029,000, respectively, representing an increase of $5,609,000 or 545%.
–
Service-based revenue was approximately $415,000 and $224,000, respectively, representing a year over year increase of 85%.
–
Domestic revenue was $3,569,000 and $1,136,000, respectively, representing an increase of $2,433,000, or 214%.
–
International revenue was approximately $3,484,000 and $117,000, respectively, representing an increase of $3,367,000 or 2,878%.
●
Gross margins were 63.6% compared to 60.6%. The higher gross profit is attributable to the product mix in sales.
●
Income from operations was $2,659,000, compared to a Loss from operations of ($868,000), representing an increase of $3,527,000, or 406%.
●
Net Income was $2,619,000, or $0.02 on a per share basis compared to a Net loss of ($935,000), or ($0.01) on a per share basis, representing an increase of $3,554,000, or 380%.
●
Cash provided from operations of $3,316,000, compared to cash used in operations of ($649,000).
●
EBIDTA was $2,831,000 compared to an adjusted net loss of ($691,000). A table reconciling EBITDA to the appropriate GAAP measure is included with the Company's financial information below.
Balance sheet highlights as of March 31, 2020 and December 31, 2019
●
Cash and cash equivalents of approximately $3,756,000 and $897,000, representing an increase of $2,859,000.
●
Working capital of $6,365,000 and ($1,266,000), representing an increase of $7,631,000.
●
Conversion of $4,500,000 in convertible notes into 8,333,332 common shares.
●
Shareholder equity of $8,324,000 and $890,000, representing an increase of $7,434,000.
Current Business Highlights To Date
Revenues
●
First quarter revenue of $7,053,000 eclipsed total revenue generated for the full calendar year of 2019.
●
Year over year growth in overall revenue to date of 496% (unaudited).
●
Year to date growth in equipment and solution revenue of 485% and 933%, respectively, compared to the same prior year period (unaudited).
●
Sold 241 machines to date in 2020, representing an approximate 551% increase over the same prior year period.
●
Sold 16,000 gallons of solution to date, representing a increase of 834% when compared to the same prior year period.
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Customers
●
Added one hundred and forty-one (141) customers to date in 2020, representing a 571% increase over the same prior year period.
●
Added thirty-one (31) new facilities in the hospital-healthcare division to date in 2020, representing a 94% increase over the same prior year period.
●
Added fifty-nine (59) new TSN providers to date in 2020, representing a 1,833% increase over the same prior year period, creating a total of 161 providers throughout 40 U.S. States and Canada.
●
Added twenty-nine (29) new customers to our Life Sciences customer base, representing an increase of 263%.
●
Added one (1) new Food Safety customer who purchased and implemented our SteraMist® technology into their facility, bringing to a total of six (6) customer food safety customers.
Business Highlights
●
As SteraMist® continues to be used to fight the spread of coronavirus, there has been an increase in demand for solution orders across the world.
●
Clean-Bit continues to expand throughout Israel, purchasing additional SteraMist® units and BIT™ solution.
●
SteraMist® Declared Official Decontamination Technology of Seoul City Metropolitan Transit Systems.
●
Expanded into the private aviation sector in Germany, multiple market segments in Indonesia and hospital-healthcare, military and homeland security in Singapore.
●
New channels were opened as decontamination and disinfecting processes are updated and implemented, including but not limited to, fire departments, morgues, FAA, police departments, county and state health departments, cruise ships, infectious disease research facilities, military and ambulances.
●
Deployment of SteraMist® to be used around the world to decontaminate N95-equivalent respirator masks, PAPRs, face shields, and other medical protective equipment.
●
Binary Ionization Technology® (BIT™) Solution qualified to meet the EPA Emerging Viral Pathogen Guidance for Antimicrobial Pesticides with the SteraMist® Environment System for room fogging/misting against SARS-CoV-2, the novel coronavirus that causes COVID-19.
●
Registration of SteraMist® equipment and BIT™ solution with Chinese Center for Disease Control and Prevention (China CDC).
TOMI™ Environmental Solutions, Inc.: Innovating for a safer world®
TOMI™ Environmental Solutions, Inc. (OTCQB:TOMZ) is a global decontamination and infection prevention company, providing environmental solutions for indoor surface disinfection through the manufacturing, sales and licensing of its premier Binary Ionization Technology® (BIT™) platform. Invented under a defense grant in association with the Defense Advanced Research Projects Agency (DARPA) of the U.S. Department of Defense, BIT™ solution utilizes a low percentage Hydrogen Peroxide as its only active ingredient to produce a fog of ionized Hydrogen Peroxide (iHP™). Represented by the SteraMist® brand of products, iHP™ produces a germ-killing aerosol that works like a visual non-caustic gas.
TOMI products are designed to service a broad spectrum of commercial structures, including, but not limited to, hospitals and medical facilities, cruise ships, office buildings, hotel and motel rooms, schools, restaurants, meat and produce processing facilities, military barracks, police and fire departments, and athletic facilities. TOMI products and services have also been used in single-family homes and multi-unit residences.
TOMI develops training programs and application protocols for its clients and is a member in good standing with The American Biological Safety Association, The American Association of Tissue Banks, Association for Professionals in Infection Control and Epidemiology, Society for Healthcare Epidemiology of America, America Seed Trade Association, and The Restoration Industry Association.
For additional information, please visit http://www.tomimist.com/ or contact us at info@tomimist.com.
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TOMI ENVIRONMENTAL SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
| ASSETS | ||
|---|---|---|
| Current<br>Assets: | March 31,<br>2020<br><br><br>(Unaudited) | December 31,<br>2019 |
| Cash and Cash<br>Equivalents | $3,755,816 | $897,223 |
| Accounts Receivable<br>- net | 3,146,197 | 1,494,658 |
| Inventories | 635,529 | 2,315,214 |
| Vendor<br>Deposits | 1,266,560 | 141,052 |
| Prepaid<br>Expenses | 170,856 | 187,664 |
| Total<br>Current Assets | 8,974,958 | 5,035,811 |
| Property and<br>Equipment – net | 1,257,831 | 1,367,864 |
| Other<br>Assets: | ||
| Intangible Assets<br>– net | 845,663 | 939,010 |
| Operating Lease -<br>Right of Use Asset | 664,198 | 674,471 |
| Capitalized<br>Software Development Costs - net | 83,803 | 94,278 |
| Other<br>Assets | 122,957 | 114,033 |
| Total<br>Other Assets | 1,716,621 | 1,821,792 |
| Total<br>Assets | $11,949,410 | $8,225,467 |
| LIABILITIES<br>AND SHAREHOLDERS’ EQUITY | ||
| --- | --- | |
| Current<br>Liabilities: | ||
| Accounts<br>Payable | $713,222 | |
| Accrued<br>Expenses and Other Current Liabilities | 450,112 | |
| Accrued<br>Officers Compensation | - | |
| Accrued<br>Interest | 66,667 | |
| Customer<br>Deposits | - | |
| Current<br>Portion of Long-Term Operating Lease | 71,510 | |
| Convertible<br>Notes Payable, net of discount of 0 | ||
| at<br>December 31, 2019 | 5,000,000 | |
| Total<br>Current Liabilities | 6,301,511 | |
| Long-Term<br>Liabilities: | ||
| Long-Term<br>Operating Lease, Net of Current Portion | 1,034,413 | |
| Total<br>Long-Term Liabilities | 1,034,413 | |
| Total<br>Liabilities | 7,335,924 | |
| Commitments<br>and Contingencies | - | |
| Shareholders’<br>Equity: | ||
| Cumulative<br>Convertible Series A Preferred Stock; | ||
| par value 0.01<br>per share, 1,000,000 shares authorized; 510,000 shares<br>issued | ||
| and<br>outstanding at March 31, 2020 and December 31, 2019 | 5,100 | |
| Cumulative<br>Convertible Series B Preferred Stock; 1,000 stated<br>value; | ||
| 7.5% Cumulative dividend; 4,000 shares authorized; none<br>issued | ||
| and<br>outstanding at March 31, 2020 and December 31, 2019 | - | |
| Common<br>stock; par value 0.01 per share, 250,000,000 shares<br>authorized; | ||
| 133,517,083<br>and 124,700,418 shares issued and outstanding | ||
| at<br>March 31, 2020 and December 31, 2019, respectively. | 1,247,004 | |
| Additional<br>Paid-In Capital | 43,136,683 | |
| Accumulated<br>Deficit | (43,499,244) | |
| Total<br>Shareholders’ Equity | 889,543 | |
| Total Liabilities<br>and Shareholders’ Equity | $8,225,467 |
All values are in US Dollars.
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| TOMI<br>ENVIRONMENTAL SOLUTIONS, INC. | ||
|---|---|---|
| CONDENSED<br>CONSOLIDATED STATEMENT OF OPERATIONS<br><br><br>(UNAUDITED) | ||
| For The Three<br>Months Ended | ||
| March<br>31, | ||
| 2020 | 2019 | |
| Sales,<br>net | $7,053,418 | $1,252,658 |
| Cost<br>of Sales | 2,565,410 | 493,310 |
| Gross<br>Profit | 4,488,008 | 759,348 |
| Operating<br>Expenses: | ||
| Professional<br>Fees | 136,125 | 105,481 |
| Depreciation<br>and Amortization | 171,909 | 176,845 |
| Selling<br>Expenses | 378,645 | 441,671 |
| Research<br>and Development | 59,458 | 92,577 |
| Equity<br>Compensation Expense | 182,772 | 80,917 |
| Consulting<br>Fees | 81,545 | 35,006 |
| General<br>and Administrative | 818,145 | 694,880 |
| Total Operating<br>Expenses | 1,828,599 | 1,627,377 |
| Income (loss) from<br>Operations | 2,659,409 | (868,030) |
| Other Income<br>(Expense): | ||
| Amortization<br>of Debt Discounts | - | (17,534) |
| Interest<br>Income | 542 | 1,030 |
| Interest<br>Expense | (40,689) | (50,000) |
| Total Other Income<br>(Expense) | (40,147) | (66,504) |
| Income (loss)<br>before income taxes | 2,619,261 | (934,532) |
| Provision for Income<br>Taxes | - | - |
| Net income<br>(loss) | $2,619,261 | $(934,532) |
| Net income (loss)<br>Per Common Share | ||
| Basic | $0.02 | $(0.01) |
| Diluted | $0.02 | $(0.01) |
| Basic Weighted<br>Average Common Shares Outstanding | 126,802,819 | 124,659,307 |
| Diluted Weighted<br>Average Common Shares Outstanding | 144,941,677 | 124,659,307 |
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| TOMI ENVIRONMENTAL SOLUTIONS, INC. | ||
|---|---|---|
| CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | ||
| (UNAUDITED ) | ||
| For the<br>Three Months Ended March 31, | ||
| 2020 | 2019 | |
| Cash<br>Flow From Operating Activities: | ||
| Net<br>Income (Loss) | $2,619,261 | $(934,532) |
| Adjustments<br>to Reconcile Net Income (Loss) to | . | |
| Net<br>Cash Provided by (Used in) Operating Activities: | ||
| Depreciation<br>and Amortization | 171,909 | 176,845 |
| Amortization<br>of Lease Liability | 39,329 | 39,644 |
| Amortization<br>of Debt Discount | - | 17,534 |
| Amortization<br>of Software Costs | 10,475 | - |
| Equity<br>Compensation Expense | 182,772 | 80,917 |
| Value<br>of Equity Issued for Services | 48,000 | 44,000 |
| Reserve<br>for Bad Debt | 25,000 | (105,000) |
| Inventory<br>Reserve | (100,000) | - |
| Changes<br>in Operating Assets and Liabilities: | ||
| Decrease<br>(Increase) in: | ||
| Accounts<br>Receivable | (1,676,539) | 222,922 |
| Inventory | 1,815,942 | 288,827 |
| Prepaid<br>Expenses | 16,807 | 6,792 |
| Vendor<br>Deposits | (1,125,508) | (79,275) |
| Other Assets | (8,924) | (64,914) |
| Increase<br>(Decrease) in: | ||
| Accounts<br>Payable | 118,955 | (475,851) |
| Accrued<br>Expenses | 232,813 | 225,072 |
| Accrued<br>Interest | (66,667) | (50,000) |
| Accrued<br>Officer Compensation | 30,383 | (40,208) |
| Customer Deposits | 1,017,533 | (1,486) |
| Lease<br>Liability | (35,865) | - |
| Net<br>Cash Provided By (Used in) Operating Activities | 3,315,678 | (648,714) |
| Cash<br>Flow From Investing Activities: | ||
| Capitalized<br>Software Costs | - | (125,704) |
| Purchase<br>of Property and Equipment | (14,585) | (34,582) |
| Net<br>Cash (Used in) Investing Activities | (14,585) | (160,286) |
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| For the<br>Three Months Ended March<br>31, | ||
|---|---|---|
| 2020 | 2019 | |
| Cash<br>Flow From Financing Activities: | ||
| Proceeds<br>from Exercise of Warrants | 57,500 | - |
| Repayment<br>of Principal Balance on Convertible Note | (500,000) | - |
| Net<br>Cash Used in Financing Activities | (442,500) | - |
| Increase<br>(Decrease) In Cash and Cash Equivalents | 2,858,594 | (809,000) |
| Cash<br>and Cash Equivalents - Beginning | 897,223 | 2,004,938 |
| Cash<br>and Cash Equivalents – Ending | $3,755,816 | $1,195,938 |
| Supplemental<br>Cash Flow Information: | ||
| Cash<br>Paid for Interest | $107,356 | $100,000 |
| Cash<br>Paid for Income Taxes | $- | $800 |
| Non-Cash<br>Investing and Financing Activities: | ||
| Accrued<br>Equity Compensation | $27,189 | $59,845 |
| Conversion<br>of Note Payable into Common Stock | $4,500,000 | $- |
| Equipment,<br>net Transferred to Inventory | $36,256 | $- |
| Reconciliation of Net Income to EBITDA (Adjusted Net<br>Loss) | ||
| --- | --- | --- |
| For The Three Months Ended | ||
| March<br>31, | ||
| 2020 | 2019 | |
| (Unaudited) | (Unaudited) | |
| Net income<br>(loss) | $2,619,261 | $(934,532) |
| Interest<br>Income | (542) | (1,030) |
| Interest<br>Expense | 40,689 | 50,000 |
| Depreciation<br>and Amortization | 171,909 | 194,379 |
| EBITDA (Adjusted<br>Net Loss) | $2,831,317 | $(691,183) |
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Certain written and oral statements made by us may constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking statements are identified by such words and phrases as “we expect,” “expected to,” “estimates,” “estimated,” “current outlook,” “we look forward to,” “would equate to,” “projects,” “projections,” “projected to be,” “anticipates,”“anticipated,” “we believe,” “could be,” and other similar phrases. All statements addressing operating performance, events, or developments that we expect or anticipate will occur in the future, including statements relating to revenue growth, earnings, earnings-per-share growth, or similar projections, are forward-looking statements within the meaning of the Reform Act. They are forward-looking, and they should be evaluated in light of important risk factors that could cause our actual results to differ materially from our anticipated results. The information provided in this document is based upon the facts and circumstances known at this time. We undertake no obligation to update these forward-looking statements after the date of this release.
Use of Non-GAAP Measures
The Company has supplemented its reported GAAP (generally accepted accounting principles) financial information with non-GAAP measures. EBITDA and Adjusted Net Loss was derived by taking earnings before interest expense (net), taxes, depreciation and amortization. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with U.S. GAAP. The Company believes this non-GAAP measure is useful to investors as it provides a basis for evaluating the Company's operating results in the ordinary course of its operations. This non-GAAP measure is not based on any comprehensive set of accounting rules or principles. The Company believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with its results of operations as determined in accordance with U.S. GAAP and that these measures should only be used to evaluate the Company's results of operations in conjunction with, and not in lieu of, the corresponding GAAP measures. EBITDA are reconciled in the tables above to the most directly comparable measure as reported in accordance with GAAP.
INVESTOR RELATIONS CONTACT
Harold Paul
hpaul@tomimist.com
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