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): August 16, 2021
TOMI Environmental Solutions, Inc.
(Exact
name of registrant as specified in its charter)
|
Florida
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|
000-09908
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59-1947988
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|
(State
or other jurisdiction of incorporation)
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|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
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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
August 16, 2021, TOMI Environmental Solutions, Inc. issued a press
release regarding its financial results for the second quarter
ended June 30, 2021. 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.
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Exhibit Number
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|
Description
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Press
release issued August 16, 2021
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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.
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TOMI ENVIRONMENTAL SOLUTIONS, INC.
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|
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Dated:
August 16, 2021
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By:
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/s/
Halden Shane
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Halden
Shane
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Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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Press
release issued August 16, 2021
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TOMI ENVIRONMENTAL SOLUTIONS, INC. REPORTS SECOND QUARTER 2021 FINANCIAL
RESULTS
FREDERICK, MD, August 16, 2021 (BUSINESS WIRE) —
TOMI
Environmental Solutions, Inc.®
(“TOMI”)
(NASDAQ:TOMZ), a global company specializing in disinfection and
decontamination utilizing its premier Binary Ionization Technology
(BIT) platform through its SteraMist brand of products, today
announced its financial results for the second quarter and first
six months of 2021.
TOMI Chief Executive Officer, Dr. Halden Shane stated, “As we
move through 2021, we continue to face sharp comparisons in the
context of last year’s results which were driven by
extraordinary demand for our products as customers, both existing
and new, sought disinfection and decontamination solutions during
the height of the COVID-19 pandemic. As COVID-19 concerns have
eased, our sales volumes have slowed, particulalry in our
Hospital-HealthCare, TOMI Service Network, and Commercial
divisions, and that slowdown resulted in second quarter revenue
performance that was in line with pre-virus levels. However, as the
economy continues to open back up, we have seen positive indicators
among our current and prospective customers which we expect will
drive increased demand in the second half of
2021.”
“Specifically,
we are seeing renewed interest and activity around our environment
and permanent customer engineed systems (CES) in the Life Science
market. On the product development front, earlier this month we
announced the launch of SteraPak, a backpack system that represents
the most mobile SteraMist unit available, designed to create easy
manueverability in the smallest spaces. Providing superior
disinfection technology at a lower price point than our
competitors, we believe SteraPak will open up new sales channels
for our products and ultimately get our technology in the hands of
more businesses and consumers. Additionally we have made solid
progress with our SteraMist Select Plus and SteraMist Transport CES
units and believe we are nearing a release date for these
products.
“As
we move through the balance of 2021, we view this as a rebuilding
period. The unprecedented Covid-related demand we experienced in
2020 raised our profile in the marketplace and allowed us to
significantly broaden our customer base. We remain focused on
meeting the needs of our existing customers and further expanding
our customer relationships by continuing to provide our
state-of-the-art disinfection technology and solutions, while
attracting new audiences with our innovative new products. Our
second quarter results did not meet our expectations, but, with our
visibility today, we are optimistic that TOMI will deliver a strong
second half of the year. While we
cannot predict with certainty the course of the pandemic and how it
will affect our industry, we believe that a permanent shift in the
disinfection practice of commercial and business operations will
continue to generate healthy demand for our
products.
“Accordingly, despite the decline of revenue during the
second quarter, we expect to see significant revenue growth in the
second half of the year over the first half. Based on
momentum we are seeing thus far this quarter across our product
platform as well as the Q3 launch of our new SteraPak, we are
targeting strong sequential growth in Q3 over Q2 and double-digit
revenue in Q4. As stated before our mission is and will always
be to make the world a safer place.”
Financial Results for the Three Months Ended June 30, 2021 compared
to June 30, 2020
●
Total net revenue was $1.5 million compared to $10.0
million.
●
Gross margin was 64.3% compared to 55.5%. The increase in gross
margin is attributable to product mix.
●
Operating loss was ($1.2 million) compared to operating income of
$3.7 million.
●
Net loss was ($0.8 million) or ($0.05) per basic and diluted share,
compared to net income of $3.7 million or $0.22 per basic
share.
●
EBITDA was a loss of ($0.7 million) compared to EBITDA of $3.8
million. A table reconciling EBITDA to the appropriate GAAP
financial measure is included with the Company's financial
information below.
●
Adjusted EBITDA was a loss of ($0.7 million) compared to Adjusted
EBITDA of $3.9 million. A table reconciling Adjusted EBITDA to the
appropriate GAAP financial measure is included with the Company's
financial information below.
Balance sheet highlights as of June 30, 2021
●
Cash and cash equivalents were approximately $2.5 million compared
to $5.2 million at December 31, 2020, a decrease of $2.7
million.
●
Working capital was $8.8 million compared to $11.5 million at
December 31, 2020.
●
Shareholders’ equity was $11.1 million compared to $13.2
million at December 31, 2020, a decrease of $2.1
million.
Recent Business Highlights:
●
Received an order which secured a project to install an iHP Custom
Engineered System (CES) for a major pharmaceutical Company in
Western Europe.
●
Launched the SteraPak portable SteraMist System. The Company is
currently taking deposits from customers for the product and
expects to begin filling backlog orders in the third quarter 2021.
SteraPak is sold through all divisions including
Hospital-Healthcare, Life Sciences, TOMI Service Network (TSN),
Food Safety, and Commercial.
●
Continued product development with the introduction of the
SteraMist Select Plus and the SteraMist Transport CES (Custom
Engineered System).
●
Named to the Russell Microcap Index in June 2021
●
The Company’s partnership with AV8R Solutions, a SteraMist
service provider and manufacturing representative with focus on
aviation industry, demonstrated continued traction with
AV8R’s announced intention to partner with insurance
companies to expand into the restoration and remediation
industry.
Recent Progress with Scientific Studies and Industry
Testing:
●
Finished gathering successful and critical data from our Shield
Study, a multi-year study comparing SteraMist with manual cleaning.
The Study was conducted by multiple well-established hospitals and
initial findings have been positive regarding ease of use, overall
efficacy, and quick turnaround time of patient rooms. TOMI looks
forward to announcing the full results as they are available to
make public.
●
TOMI continues to work with its German aircraft partner and Boeing
in a third-party test required for the aviation industry. TOMI
incurs no cost for this work as both testing partners are
clients.
●
Engaged HYGCEN Germany GmbH to perform a quantitative test of germ
carriers for airborne room disinfection and testing of the
effectiveness of a method for disinfecting room air to meet the new
EU norm (standard) EN 17272. Certification that Binary Ionization
Technology meets the new standard will continue to position iHP as
the premier decontamination/disinfection technology available on
the market today.
●
The Company continues to work with the Virginia State University
Agricultural Research Station and its partner, Arkema on a food
safety pilot study based on novel, nonthermal, and environmentally
friendly technology to control foodborne pathogens on industrial
hemp seed as representative model foods. TOMI anticipates the pilot
will be completed by the third quarter of 2021.
●
Partnered with the Department of Chemistry and Biochemistry
of Texas Tech University to conduct a wide range of studies on
spray pattern, deposition, and hydrogen peroxide content in order
to compare our 1% label to other similar products on the
market.
●
TOMI is working with University of Virginia on two separate
studies. The first, which explores SteraMist’s efficacy
against SARS-CoV-2, reported successful results and is currently
awaiting the final published paper. The second, using the handheld
SteraMist Surface Unit and testing spray and contact time variables
against Adenovirus is currently awaiting results. TOMI anticipates
the testing will be completed by the third quarter of
2021.
●
TOMI's long term relationship with USDA Agricultural Research
Service continues to progress. Earlier this year, "Hydrogen
peroxide residue on tomato, apple, cantaloupe, and Romaine lettuce
after treatments with cold plasma-activated hydrogen
peroxide” was accepted for publication in the Journal of Food
Microbiology. TOMI has also begun discussions with another ARS
facility to evaluate the benefits of iHP on blueberries to prevent
rot and reduce post-harvest losses.
Conference Call Information
TOMI will hold a conference call to discuss second quarter 2021
results at 4:30 p.m. ET today, August 16, 2021.
To participate in the call by phone, dial (888) 506-0062 and entry
code 952095 approximately five minutes prior to the scheduled start
time. International callers please dial (973)
528-0011and entry code
952095. To
access the live webcast or view the press release, please visit the
Investor Relations section of the TOMI website
at:
http://investor.tomimist.com/TOMZ/webcasts_and_events/2145
A replay of the teleconference will be available until August 23,
2021 and may be accessed by dialing (877) 481-4010. International
callers may dial (919) 882-2331. Callers should use replay access
code: 42439. A replay of the webcast will be available for at least
90 days on the company’s website, starting approximately one
hour after the completion of the call.
TOMI™ Environmental Solutions, Inc.: Innovating for a
safer world®
TOMI™ Environmental Solutions, Inc.
(NASDAQ: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 [email protected].
Forward-Looking Statements
This press release contain forward-looking statements that are
based on current expectations, estimates, forecasts and projections
of future performance based on management’s judgment,
beliefs, current trends, and anticipated product performance. These
forward-looking statements include, without limitation, statements
relating to anticipated financial performance and operating
results; upcoming launch of new products; expected growth in sales
and market demand; timing and process relating to research studies
and testing; impact of COVID-19 pandemic on our business operation;
and our ability to execute sale strategies. Forward-looking
statements involve risks and uncertainties that may cause actual
results to differ materially from those contained in the
forward-looking statements. These factors include, but are not
limited to, the impact of COVID-19 pandemic on our business and
customers; our ability to maintain and manage growth and generate
sales, our reliance on a single or a few products for a majority of
revenues; the general business and economic conditions; and other
risks as described in our SEC filings, including our Annual Report
on Form 10-K for the fiscal year ended December 31, 2020 filed by
us with the SEC and other periodic reports we filed with the SEC.
The information provided in this document is based upon the facts
and circumstances known at this time. Other unknown or
unpredictable factors or underlying assumptions subsequently
proving to be incorrect could cause actual results to differ
materially from those in the forward-looking statements. Although
we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results,
level of activity, performance, or achievements. You should not
place undue reliance on these forward-looking statements. All
information provided in this press release is as of today’s
date, unless otherwise stated, and we undertake no duty to
update such information, except as required under applicable
law.
Use of Non-GAAP Financial Measures
To supplement our unaudited consolidated financial statements
presented on a basis consistent with U.S. GAAP, we disclose certain
non-GAAP financial measures for our historical performance,
including EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin. We
define EBITDA as net income (loss), adjusted to exclude: interest,
taxes, depreciation and amortization (EBITDA) is a non-GAAP
financial measure and is intended to serve as a supplement to our
results provided in accordance with GAAP. We define Adjusted EBITDA
as net income (loss), adjusted to exclude: interest, taxes,
depreciation and amortization; stock-based compensation expense. We
define Adjusted EBITDA margin as Adjusted EBITDA divided by net
revenue. We believe that these historical non-GAAP financial
measures provide useful information to both management and
investors by excluding certain items and expenses that are not
indicative of our core operating results or do not reflect our
normal business operations. In addition, our management uses
non-GAAP measures to evaluate our performance internally and to
benchmark our performance externally against competitors. Our use
of non-GAAP financial measures has certain limitations in that such
non-GAAP financial measures may not be directly comparable to those
reported by other companies. Although we believe
that the use of non-GAAP financial measures enhances its
investors’ understanding of its business and performance, our
use of non-GAAP financial measures should not be considered an
alternative to GAAP basis financial measures and should be read in
conjunction with the relevant GAAP financial measures. Other
companies may use the same or similarly named measures, but exclude
different items, which may not provide investors with a comparable
view of our performance in relation to other companies.
Because of
these limitations, the non-GAAP financial measure used in this
release should not be considered in isolation or as a substitute
for performance measures calculated in accordance with GAAP.
We seek to compensate for the limitation of our non-GAAP
presentation by providing a detailed reconciliation of the non-GAAP
financial measures to the most directly comparable U.S. GAAP as set
forth below. Investors are encouraged to review the related U.S.
GAAP financial measures and the reconciliation of these non-GAAP
financial measures to their most directly comparable U.S. GAAP
financial measures.
TOMI
ENVIRONMENTAL SOLUTIONS, INC.
CONDENSED
CONSOLIDATED BALANCE SHEET
|
ASSETS
|
|
|
|
Current
Assets:
|
June 30, 2021
(Unaudited)
|
|
|
Cash and Cash
Equivalents
|
$2,488,413
|
$5,198,842
|
|
Accounts Receivable
- net
|
2,980,292
|
3,716,701
|
|
Other
Receivables
|
-
|
198,951
|
|
Inventories
|
5,175,979
|
3,781,515
|
|
Vendor
Deposits
|
24,224
|
388,712
|
|
Prepaid
Expenses
|
388,271
|
421,305
|
|
Total
Current Assets
|
11,057,179
|
13,706,027
|
|
|
|
|
|
Property and
Equipment – net
|
1,280,092
|
1,298,103
|
|
|
|
|
|
Other
Assets:
|
|
|
|
Intangible Assets
– net
|
831,768
|
722,916
|
|
Operating Lease -
Right of Use Asset
|
608,111
|
631,527
|
|
Capitalized
Software Development Costs - net
|
31,426
|
52,377
|
|
Other
Assets
|
472,173
|
358,935
|
|
Total
Other Assets
|
1,943,478
|
1,765,755
|
|
Total
Assets
|
$14,280,749
|
$16,769,885
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
Accounts
Payable
|
$1,534,172
|
$1,501,469
|
|
Accrued
Expenses and Other Current Liabilities
|
568,502
|
501,849
|
|
Customer
Deposits
|
41,827
|
118,880
|
|
Current
Portion of Long-Term Operating Lease
|
86,391
|
81,223
|
|
Total
Current Liabilities
|
2,230,892
|
2,203,421
|
|
|
|
|
|
Long-Term
Liabilities:
|
|
|
|
Loan
Payable
|
-
|
410,700
|
|
Long-Term
Operating Lease, Net of Current Portion
|
908,677
|
953,190
|
|
Total
Long-Term Liabilities
|
908,677
|
1,363,890
|
|
Total
Liabilities
|
3,139,569
|
3,567,311
|
|
|
|
|
|
Commitments
and Contingencies
|
-
|
-
|
|
|
|
|
|
Shareholders’
Equity:
|
|
|
|
Cumulative
Convertible Series A Preferred Stock;
|
|
|
par
value $0.01 per share, 1,000,000 shares authorized; 63,750 shares
issued
|
|
|
and
outstanding at June 30, 2021 and December 31, 2020
|
638
|
638
|
Cumulative
Convertible Series B Preferred Stock; $1,000 stated
value;
|
|
7.5%
Cumulative dividend; 4,000 shares authorized; none
issued
|
|
|
and
outstanding at June 30, 2021 and December 31, 2020
|
-
|
-
|
Common
stock; par value $0.01 per share, 250,000,000 shares
authorized;
|
|
16,811,513
and 16,761,513 shares issued and outstanding
|
|
|
at
June 30, 2021 and December 31, 2020, respectively.
|
168,115
|
167,615
|
|
Additional
Paid-In Capital
|
52,369,899
|
52,142,399
|
|
Accumulated
Deficit
|
(41,397,471)
|
(39,108,078)
|
|
Total
Shareholders’ Equity
|
11,141,180
|
13,202,574
|
|
Total Liabilities
and Shareholders’ Equity
|
$14,280,749
|
$16,769,885
|
|
|
|
|
|
|
TOMI
ENVIRONMENTAL SOLUTIONS, INC.
CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
|
|
For The Three
Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Sales,
net
|
$1,465,525
|
$10,028,497
|
$3,538,980
|
$17,081,915
|
|
Cost
of Sales
|
523,563
|
4,463,602
|
1,361,860
|
7,029,012
|
|
Gross
Profit
|
941,962
|
5,564,895
|
2,177,120
|
10,052,903
|
|
|
|
|
|
|
|
Operating
Expenses:
|
|
|
|
|
|
Professional
Fees
|
106,781
|
54,831
|
280,274
|
190,956
|
|
Depreciation
and Amortization
|
72,413
|
172,298
|
155,861
|
344,207
|
|
Selling
Expenses
|
335,444
|
388,827
|
809,833
|
767,472
|
|
Research
and Development
|
205,751
|
141,123
|
401,371
|
200,581
|
|
Equity
Compensation Expense
|
-
|
114,293
|
-
|
297,065
|
|
Consulting
Fees
|
95,609
|
69,705
|
201,783
|
151,250
|
|
General
and Administrative
|
1,319,194
|
967,158
|
3,031,560
|
1,785,303
|
|
Total Operating
Expenses
|
2,135,192
|
1,908,235
|
4,880,682
|
3,736,834
|
|
Income (loss) from
Operations
|
(1,193,230)
|
3,656,660
|
(2,703,562)
|
6,316,069
|
|
|
|
|
|
|
|
Other Income
(Expense):
|
|
|
|
|
|
Gain
Upon Debt Extinguishment
|
414,583
|
-
|
414,583
|
-
|
|
Interest
Income
|
192
|
1,043
|
619
|
1,585
|
|
Interest
Expense
|
-
|
(787)
|
(1,034)
|
(41,476)
|
|
Total Other Income
(Expense)
|
414,776
|
256
|
414,169
|
(39,891)
|
|
|
|
|
|
|
|
Income (loss)
before income taxes
|
(778,454)
|
3,656,916
|
(2,289,394)
|
6,276,178
|
|
Provision for
Income Taxes
|
-
|
-
|
-
|
-
|
|
Net Income
(loss)
|
$(778,454)
|
$3,656,916
|
$(2,289,394)
|
$6,276,178
|
|
|
|
|
|
|
|
Net income (loss)
Per Common Share
|
|
|
|
|
|
Basic
|
$(0.05)
|
$0.22
|
$(0.14)
|
$0.39
|
|
Diluted
|
$(0.05)
|
$0.20
|
$(0.14)
|
$0.35
|
|
|
|
|
|
|
|
Basic Weighted
Average Common Shares Outstanding
|
16,811,513
|
16,692,675
|
16,784,737
|
16,271,514
|
|
Diluted Weighted
Average Common Shares Outstanding
|
16,811,513
|
18,569,760
|
16,784,737
|
18,148,598
|
|
|
|
|
|
|
(1)
Share amounts with respect to the common stock and Convertible
Series A Preferred Stock have been retroactively restated to
reflect the reverse split thereof, which was effected as of the
close of business on September 10, 2020.
The following is a reconciliation of net income (loss) to EBITDA
and Adjusted EBITDA (in thousands, except percentages;
unaudited):
|
|
For The Three
Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
$(778,454)
|
$3,656,916
|
$(2,289,394)
|
$6,276,178
|
|
|
|
|
|
|
|
Interest
Income
|
(192)
|
(1,043)
|
(619)
|
(1,585)
|
|
Interest
Expense
|
-
|
787
|
1,034
|
41,476
|
|
Depreciation
and Amortization
|
72,413
|
172,298
|
155,861
|
344,207
|
|
Other
|
-
|
-
|
-
|
-
|
|
EBITDA
|
$(706,234)
|
$3,828,958
|
$(2,133,118)
|
$6,660,276
|
|
|
|
|
|
|
|
Equity Compensation
Expense
|
-
|
114,293
|
-
|
297,065
|
|
Other
|
-
|
-
|
-
|
-
|
|
Adjusted
EBITDA
|
$(706,234)
|
$3,943,251
|
$(2,133,118))
|
$6,957,341
|
|
|
|
|
|
|
|
Net
revenue
|
$1,465,525
|
$10,028,497
|
$3,538,980
|
$17, 081,915
|
|
Adjusted EBITDA
Margin
|
(48%)
|
39%
|
(60%)
|
41%
|
INVESTOR RELATIONS CONTACT:
John Nesbett/Jennifer Belodeau
IMS Investor Relations