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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TOMI Environmental Solutions Inc | NASDAQ:TOMZ | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.0167 | -2.85% | 0.5701 | 0.5601 | 0.5701 | 0.6189 | 0.552 | 0.6188 | 4,499 | 21:58:25 |
TOMI ENVIRONMENTAL SOLUTIONS, INC.
|
|
|
|
(Exact
name of registrant as specified in its charter)
|
Florida
|
59-1947988
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
incorporation
or organization)
|
|
8430 Spires Way, Suite N Frederick, Maryland 21701
|
(Address
of principal executive offices) (Zip Code)
|
(800) 525-1698
|
(Registrant’s
telephone number, including area code)
|
9454 Wilshire Blvd., Penthouse, Beverly Hills, CA
90212
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange on which registered
|
Common
stock, par value $0.01 per share
|
|
TOMZ
|
|
Nasdaq
Capital Market
|
Large
accelerated filer ☐
|
Accelerated
filer
☐
|
Non-accelerated
filer ☒
|
Smaller
reporting company ☒
|
|
Emerging
growth company ☐
|
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30,
2020
|
||
|
|
|
TABLE OF CONTENTS
|
||
|
|
|
|
|
Page
|
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
3
|
|
|
|
|
PART I
|
FINANCIAL INFORMATION
|
|
|
|
|
Item
1
|
Financial
Statements.
|
4
|
|
|
|
Item
2
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
|
33
|
|
|
|
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
51
|
|
|
|
Item
4
|
Controls
and Procedures.
|
51
|
|
|
|
PART II
|
OTHER INFORMATION
|
|
|
|
|
Item
1
|
Legal
Proceedings.
|
53
|
|
|
|
Item
1A
|
Risk
Factors.
|
53
|
|
|
|
Item
2
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
65
|
|
|
|
Item
3
|
Defaults
Upon Senior Securities.
|
65
|
|
|
|
Item
4
|
Mine
Safety Disclosures.
|
65
|
|
|
|
Item
5
|
Other
Information.
|
65
|
|
|
|
Item
6
|
Exhibits.
|
65
|
|
|
|
SIGNATURES
|
66
|
|
|
|
|
EXHIBIT
INDEX
|
67
|
TOMI ENVIRONMENTAL SOLUTIONS, INC.
|
|||
CONDENSED CONSOLIDATED BALANCE SHEET
|
|
For the Three
Months Ended
|
For the Nine
Months Ended
|
||
|
September
30,(1)
|
September
30,(1)
|
||
|
2020
|
2019
|
2020
|
2019
|
|
|
|
|
|
Sales,
net
|
$4,291,589
|
$1,600,387
|
$21,373,504
|
$4,491,719
|
Cost
of Sales
|
1,455,568
|
460,008
|
8,484,580
|
1,616,680
|
Gross
Profit
|
2,836,021
|
1,140,379
|
12,888,924
|
2,875,039
|
|
|
|
|
|
Operating
Expenses:
|
|
|
|
|
Professional
Fees
|
227,560
|
82,945
|
418,516
|
297,349
|
Depreciation
and Amortization
|
177,279
|
182,689
|
521,486
|
539,070
|
Selling
Expenses
|
212,624
|
314,110
|
980,096
|
1,274,326
|
Research
and Development
|
44,862
|
88,137
|
245,443
|
249,373
|
Equity
Compensation Expense (Note 11)
|
10,621
|
-
|
307,686
|
87,033
|
Consulting
Fees
|
75,204
|
31,799
|
226,454
|
87,066
|
General
and Administrative
|
991,543
|
628,285
|
2,776,846
|
1,931,770
|
Total Operating
Expenses
|
1,739,693
|
1,327,965
|
5,476,527
|
4,465,987
|
Income (loss) from
Operations
|
1,096,328
|
(187,586)
|
7,412,397
|
(1,590,948)
|
|
|
|
|
|
Other Income
(Expense):
|
|
|
|
|
Amortization
of Debt Discounts
|
-
|
-
|
-
|
(17,534)
|
Interest
Income
|
762
|
773
|
2,347
|
2,432
|
Interest
Expense
|
(790)
|
(50,000)
|
(42,266)
|
(150,000)
|
Total Other Income
(Expense)
|
(28)
|
(49,227)
|
(39,919)
|
(165,102)
|
|
|
|
|
|
Income (loss)
before income taxes
|
1,096,300
|
(236,813)
|
7,372,478
|
(1,756,050)
|
Provision for
Income Taxes (Note 17)
|
77,000
|
-
|
77,000
|
-
|
Net Income
(loss)
|
$1,019,300
|
$(236,813)
|
$7,295,478
|
$(1,756,050)
|
|
|
|
|
|
Net income (loss)
Per Common Share
|
|
|
|
|
Basic
|
$0.06
|
$(0.02)
|
$0.44
|
$(0.11)
|
Diluted
|
$0.05
|
$(0.02)
|
$0.40
|
$(0.11)
|
|
|
|
|
|
Basic Weighted
Average Common Shares Outstanding
|
16,741,622
|
15,588,680
|
16,429,360
|
15,585,822
|
Diluted Weighted
Average Common Shares Outstanding
|
18,593,255
|
15,588,680
|
18,280,993
|
15,585,822
|
|
For the Nine
Months Ended September 30, 2020(1)
|
||||||
|
Series A
Preferred
|
Common
Stock
|
|
|
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid
in
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Equity
|
|
|
|
|
|
|
|
|
Balance at
December 31, 2019
|
63,750
|
$638
|
15,587,552
|
$155,876
|
$44,232,274
|
$(43,499,244)
|
$889,543
|
|
|
|
|
|
|
|
|
Equity
Compensation
|
|
|
|
|
334,875
|
|
334,875
|
Common Stock
Issued for Services Provided
|
|
|
50,000
|
500
|
47,500
|
|
48,000
|
Conversion of
Notes Payable into Common Stock
|
|
|
1,041,667
|
10,417
|
4,489,584
|
|
4,500,000
|
Warrants and
Options Exercised
|
|
|
66,796
|
668
|
182,832
|
|
183,500
|
Other
|
|
|
2,499
|
25
|
(25)
|
|
-
|
Net Income for
the nine months ended September 30, 2020
|
|
|
|
|
|
7,295,478
|
7,295,478
|
Balance at
September 30, 2020
|
63,750
|
$638
|
16,748,513
|
$167,485
|
$49,287,039
|
$(36,203,766)
|
$13,251,396
|
|
For the Nine
Months Ended September 30, 2019(1)
|
||||||
|
Series A
Preferred
|
Common
Stock
|
|
|
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid
in
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Equity
|
Balance at
December 31, 2018
|
63,750
|
$638
|
15,536,302
|
$155,363
|
$44,040,708
|
$(41,201,511)
|
$2,995,198
|
|
|
|
|
|
|
|
|
Equity
Compensation
|
|
|
|
|
146,878
|
|
146,878
|
Common Stock
Issued for Services Provided
|
|
|
51,250
|
513
|
44,688
|
|
45,201
|
Net Loss for
the nine months ended September 30, 2019
|
|
|
|
|
|
(1,756,049)
|
(1,756,049)
|
Balance at
September 30, 2019
|
63,750
|
$638
|
15,587,552
|
$155,876
|
$44,232,273
|
$(42,957,560)
|
$1,431,227
|
|
For the Three
Months Ended September 30, 2020(1)
|
||||||
|
Series A
Preferred
|
Common
Stock
|
|
|
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid
in
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Equity
|
|
|
|
|
|
|
|
|
Balance at
June 30, 2020
|
63,750
|
$638
|
16,719,075
|
$167,191
|
$49,214,210
|
$(37,223,065)
|
$12,158,974
|
|
|
|
|
|
|
|
|
Equity
Compensation
|
|
|
|
|
10,621
|
|
10,621
|
Warrants and
Options Exercised
|
|
|
26,940
|
269
|
62,230
|
|
62,499
|
Other
|
|
|
2,499
|
25
|
(25)
|
-
|
-
|
Net Income for
the three months ended September 30, 2020
|
|
|
|
|
|
1,019,300
|
1,019,300
|
Balance at
September 30, 2020
|
63,750
|
$638
|
16,748,514
|
$167,485
|
$49,287,039
|
$(36,203,765)
|
$13,251,396
|
|
For the Three
Months Ended September 30, 2019(1)
|
||||||
|
Series A
Preferred
|
Common
Stock
|
|
|
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid
in
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Equity
|
|
|
|
|
|
|
|
|
Balance at
June 30, 2019
|
63,750
|
$638
|
15,587,552
|
$155,876
|
$44,232,273
|
$(42,720,747)
|
$1,668,040
|
|
|
|
|
|
|
|
|
Net Loss for
the three months ended September 30, 2019
|
|
|
|
|
|
(236,813)
|
(236,813)
|
Balance at
September 30, 2019
|
63,750
|
$638
|
15,587,552
|
$155,876
|
$44,232,273
|
$(42,957,560)
|
$1,431,227
|
TOMI ENVIRONMENTAL SOLUTIONS, INC.
|
|
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
(UNAUDITED )
|
|
|
For the Nine Months Ended
September 30,
|
|
|
2020
|
2019
|
Cash
Flow From Operating Activities:
|
|
|
Net
Income (Loss)
|
$7,295,478
|
$(1,756,049)
|
Adjustments
to Reconcile Net Income (Loss) to
|
|
|
Net
Cash Provided by (Used) In Operating Activities:
|
|
|
Depreciation and Amortization
|
521,486
|
539,070
|
Amortization of Lease Liability
|
117,986
|
117,986
|
Amortization of Debt Discount
|
-
|
17,534
|
Amortization of Software Costs
|
31,425
|
6,285
|
Equity Compensation Expense
|
307,686
|
87,033
|
Value of Equity Issued for Services
|
48,000
|
45,200
|
Reserve for Bad Debt
|
205,000
|
(190,000)
|
Inventory Reserve
|
(100,000)
|
-
|
|
|
|
Changes
in Operating Assets and Liabilities:
|
|
|
Decrease (Increase) in:
|
|
|
Accounts
Receivable
|
(2,214,625)
|
1,161,434
|
Inventory
|
(1,923,030)
|
276,438
|
Other
Receivables
|
(157,487)
|
-
|
Prepaid
Expenses
|
(189,095)
|
(20,217)
|
Vendor
Deposits
|
(192,160)
|
(109,689)
|
Other
Assets
|
(354,991)
|
(130,692)
|
Increase
(Decrease) in:
|
|
|
Accounts
Payable
|
1,436,766
|
(704,675)
|
Accrued
Expenses
|
248,458
|
91,204
|
Accrued
Interest
|
(66,667)
|
(50,000)
|
Accrued
Officer Compensation
|
40,050
|
(39,833)
|
Customer
Deposits
|
-
|
116,327
|
Lease
Liability
|
(109,747)
|
(29,888)
|
|
|
|
Net
Cash Provided (Used) in Operating Activities
|
4,944,535
|
(572,533)
|
|
|
|
Cash
Flow From Investing Activities:
|
|
|
Capitalized
Software Costs
|
-
|
(125,704)
|
Capitalized
Patent Costs
|
-
|
(21,980)
|
Purchase
of Property and Equipment
|
(50,574)
|
(140,647)
|
Net
Cash Used in Investing Activities
|
(50,574)
|
(288,331)
|
|
For the Nine Months Ended
September 30,
|
|
|
2020
|
2019
|
Cash
Flow From Financing Activities:
|
|
|
Proceeds
from Exercise of Warrants and Options
|
$183,500
|
-
|
Proceeds
from Loan Payable
|
410,700
|
-
|
Repayment
of Principal Balance on Convertible Note
|
(500,000)
|
-
|
Net
Cash Provided by Financing Activities:
|
94,200
|
-
|
Increase
(Decrease) In Cash and Cash Equivalents
|
4,988,160
|
(860,864)
|
Cash
and Cash Equivalents - Beginning
|
897,223
|
2,004,938
|
Cash
and Cash Equivalents – Ending
|
$5,885,383
|
$1,144,075
|
|
|
|
Supplemental
Cash Flow Information:
|
|
|
Cash
Paid For Interest
|
$107,356
|
$200,000
|
Cash
Paid for Income Taxes
|
$800
|
$800
|
Non-Cash Investing and Financing Activities:
|
|
|
Accrued
Equity Compensation
|
$27,189
|
$59,845
|
Conversion
of Note Payable into Common Stock
|
$4,500,000
|
$-
|
Equipment,
net Transferred to Inventory
|
$36,256
|
$-
|
Capitalization
of patent costs reclassified from Other Assets
|
$-
|
$36,227
|
Level
1:
|
Quoted
prices in active markets for identical assets or
liabilities.
|
Level
2:
|
Inputs
other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other
inputs that are observable or corroborated by observable market
data for substantially the full term of the assets or
liabilities.
|
Level
3:
|
Unobservable
inputs that are supported by little or no market activity and that
are significant to the value of the assets or
liabilities.
|
Income (loss) from Operations Data:
|
|
|
|
|
|
Income
(Loss) from Operations
|
$1,096,328
|
$(187,586)
|
|
|
|
Basic
and Diluted Weighted Average Shares
|
|
|
Basic
|
16,741,922
|
15,588,680
|
Diluted
|
18,593,255
|
15,588,680
|
Basic
and Diluted Income (loss) Per Common Share
|
|
|
Basic
|
$0.07
|
$(0.01)
|
Diluted
|
$0.06
|
$(0.01)
|
Income (loss) from Operations Data:
|
|
|
|
|
|
Income
(Loss) from Operations
|
$7,412,397
|
$(1,590,948)
|
|
|
|
Basic
and Diluted Weighted Average Shares
|
|
|
Basic
|
16,429,360
|
15,585,822
|
Diluted
|
18,280,993
|
15,585,822
|
Basic
and Diluted Income (loss) Per Common Share
|
|
|
Basic
|
$0.45
|
$(0.10)
|
Diluted
|
$0.41
|
$(0.10)
|
|
For the Three Months Ended
September 30,
(Unaudited)
|
|
|
2020
|
2019
|
SteraMist
Product
|
$3,677,000
|
$928,000
|
Service
and Training
|
615,000
|
672,000
|
Total
|
$4,292,000
|
$1,600,000
|
|
For the Nine Months Ended
September 30,
(Unaudited)
|
|
|
2020
|
2019
|
SteraMist
Product
|
$19,557,000
|
$3,461,000
|
Service
and Training
|
1,817,000
|
1,031,000
|
Total
|
$21,374,000
|
$4,492,000
|
|
For the Three Months Ended
September 30,
(Unaudited)
|
|
|
2020
|
2019
|
United
States
|
$3,446,000
|
$1,288,000
|
International
|
846,000
|
312,000
|
Total
|
$4,292,000
|
$1,600,000
|
|
For the Nine Months Ended
September 30,
(Unaudited)
|
|
|
2020
|
2019
|
United
States
|
$15,437,000
|
$3,852,000
|
International
|
5,937,000
|
640,000
|
Total
|
$21,374,000
|
$4,492,000
|
|
September
30,
2020
(Unaudited)
|
December
31,
2019
|
Finished
goods
|
$4,052,532
|
$2,364,786
|
Raw
Materials
|
321,968
|
50,428
|
Inventory
Reserve
|
-
|
(100,000)
|
|
$4,374,500
|
$2,315,214
|
|
September 30,
2020
(Unaudited)
|
December
31,
2019
|
Furniture
and fixtures
|
$357,236
|
$357,236
|
Equipment
|
1,292,860
|
1,355,014
|
Vehicles
|
60,703
|
60,703
|
Computer
and software
|
193,950
|
166,598
|
Leasehold
improvements
|
386,120
|
362,898
|
Tenant
Improvement Allowance
|
405,000
|
405,000
|
|
2,695,870
|
2,707,449
|
Less:
Accumulated depreciation
|
1,584,528
|
1,339,585
|
|
$1,111,342
|
$1,367,864
|
|
September
30,
2020
(Unaudited)
|
December
31,
2019
|
Intellectual
Property and Patents
|
$2,906,507
|
$2,906,507
|
Less: Accumulated
Amortization
|
2,759,795
|
2,479,754
|
Intangible Assets,
net
|
$146,712
|
$426,753
|
Trademarks
|
$512,257
|
$512,257
|
|
|
|
Total Intangible
Assets, net
|
$658,969
|
$939,010
|
Year Ended:
|
Amount
|
|
|
October
1 – December 31, 2020
|
$93,000
|
December
31, 2021
|
3,000
|
December
31, 2022
|
3,000
|
December
31, 2023
|
3,000
|
December
31, 2024
|
3,000
|
Thereafter
|
42,000
|
|
$147,000
|
Operating leases:
|
September 30,
2020
(Unaudited)
|
December 31,
2019
|
Assets:
|
|
|
Operating
lease right-of-use asset
|
$642,738
|
$674,471
|
Liabilities:
|
|
|
Current
Portion of Long-Term Operating Lease
|
$78,723
|
$71,510
|
Long-Term
Operating Lease, Net of Current Portion
|
974,311
|
1,034,413
|
|
$1,053,034
|
$1,105,923
|
|
For the Three Months Ended September 30,
2020
(Unaudited)
|
For the Three Months Ended September 30,
2019
(Unaudited)
|
|
|
|
Operating
lease expense
|
$39,329
|
$39,329
|
|
For the Nine Months Ended September 30,
2020
(Unaudited)
|
For the Nine Months Ended September 30,
2019
(Unaudited)
|
|
|
|
Operating
lease expense
|
$117,986
|
$117,986
|
|
September 30,
2020
(Unaudited)
|
|
December 31,
2019
|
|
Weighted-average remaining lease term:
|
|
|
|
|
Operating leases
|
8.50 years
|
|
9.25 years
|
|
|
|
|
|
|
Discount rate:
|
|
|
|
|
Operating leases
|
7.00%
|
|
7.00%
|
|
|
For the Three Months Ended September 30,
2020
(Unaudited)
|
For the Three Months Ended September 30,
2019
(Unaudited)
|
Cash
paid for amounts included in the measurement of lease
liabilities:
|
$36,940
|
$29,888
|
|
For the Nine Months Ended September 30, 2020
(Unaudited)
|
For the Nine Months Ended September 30, 2019
(Unaudited)
|
Cash
paid for amounts included in the measurement of lease
liabilities:
|
$109,747
|
$29,888
|
Year Ended:
|
Operating Lease
|
October 1 –
December 31, 2020
|
$36,941
|
December
31, 2021
|
151,088
|
December
31, 2022
|
155,621
|
December
31, 2023
|
160,290
|
December
31, 2024
|
165,098
|
Thereafter
|
745,183
|
Total
minimum lease payments
|
1,414,221
|
Less:
Interest
|
361,187
|
Present
value of lease obligations
|
1,053,034
|
Less:
Current portion
|
78,723
|
Long-term
portion of lease obligations
|
$974,311
|
|
September 30,
|
|
|
2020
(Unaudited)
|
December 31,
2019
|
Capitalized
Software Development Costs
|
$125,704
|
$125,704
|
Less:
Accumulated Amortization
|
(62,852)
|
(31,426)
|
|
$62,852
|
$94,278
|
|
September 30,
2020
(Unaudited)
|
December 31,
2019
|
|
|
|
Convertible
notes
|
$-
|
$5,000,000
|
Initial
discount
|
-
|
(53,873)
|
Accumulated
amortization
|
-
|
53,873
|
Convertible
notes, net
|
$-
|
$5,000,000
|
|
September 30,
2020
(Unaudited)
|
December 31,
2019
|
||
|
Number of Options
|
Weighted Average Exercise Price
|
Number of Options
|
Weighted Average Exercise Price
|
Outstanding,
beginning of period
|
77,500
|
$2.56
|
40,000
|
$4.16
|
Granted
|
31,250
|
0.88
|
37,500
|
0.88
|
Exercised
|
(2,500)
|
0.40
|
-
|
-
|
Expired
|
(5,000)
|
16.8
|
-
|
-
|
Outstanding,
end of period
|
101,250
|
$1.38
|
77,500
|
$2.56
|
|
September 30,
2020
(Unaudited)
|
December 31,
2019
|
||
|
Number of Warrants
|
Weighted Average Exercise Price
|
Number of Warrants
|
Weighted Average Exercise Price
|
Outstanding,
beginning of period
|
2,155,065
|
$3.12
|
3,318,826
|
$2.72
|
Granted
|
210,447
|
1.36
|
162,500
|
0.88
|
Exercised
|
(64,296)
|
(2.84)
|
-
|
-
|
Expired
|
(614,583)
|
(6.40)
|
(1,326,261)
|
(1.84)
|
Outstanding,
end of period
|
1,686,633
|
$1.73
|
2,155,065
|
$3.12
|
Outstanding Warrants
|
|
Exercisable Warrants
|
||
Exercise Price
|
Number
|
Average Weighted
Remaining Contractual
Life in Years
|
Number
|
Weighted Average
Exercise Price
|
$0.64
|
31,250
|
3.15
|
31,250
|
$0.64
|
$0.80
|
158,125
|
3.01
|
158,125
|
$0.80
|
$0.96
|
473,958
|
2.19
|
473,958
|
$0.96
|
$1.12
|
6,250
|
3.55
|
6,250
|
$1.12
|
$1.20
|
175,000
|
4.13
|
175,000
|
$1.20
|
$1.36
|
1,250
|
2.07
|
1,250
|
$1.36
|
$2.16
|
31,250
|
1.25
|
31,250
|
$2.16
|
$2.32
|
523,061
|
1.41
|
523,061
|
$2.32
|
$2.40
|
150,000
|
0.39
|
150,000
|
$2.40
|
$2.56
|
31,250
|
1.00
|
31,250
|
$2.56
|
$3.36
|
31,250
|
0.75
|
31,250
|
$3,36
|
$4.00
|
60,000
|
4.85
|
60,000
|
$4.00
|
$4.40
|
12,500
|
0.33
|
12,500
|
$4.40
|
$8.40
|
1,488
|
2.88
|
1,488
|
$8.40
|
|
1,686,633
|
2.11
|
1,686,633
|
$1.73
|
Year Ended:
|
Amount
|
|
|
December
31, 2021
|
$18,000
|
December
31, 2022
|
30,000
|
December
31, 2023
|
30,000
|
December
31, 2024
|
30,000
|
Thereafter
|
15,000
|
|
$123,000
|
|
September 30,
2020
(Unaudited)
|
December 31,
2019
|
Commissions
|
$217,364
|
$112,102
|
Payroll
and related costs
|
136,095
|
167,689
|
Director
fees
|
41,250
|
41,250
|
Sales
Tax Payable
|
14,415
|
21,814
|
Income
Taxes Payable (Note 17)
|
77,000
|
-
|
Accrued
warranty (Note 15)
|
105,000
|
30,000
|
Other
accrued expenses
|
80,257
|
77,257
|
Total
|
$671,381
|
$450,112
|
|
September 30,
2020
(Unaudited)
|
December 31,
2019
|
Beginning
accrued warranty costs
|
$30,000
|
$30,000
|
Provision for
warranty expense
|
79,545
|
2,609
|
Settlement of
warranty claims
|
(4,545)
|
(2,609)
|
Ending
accrued warranty costs
|
$105,000
|
$30,000
|
|
September
30,
2020
(Unaudited)
|
December
31,
2019
|
Total
shareholders’ equity
|
$13,251,000
|
$890,000
|
Cash and cash
equivalents
|
$5,885,000
|
$897,000
|
Accounts
receivable, net
|
$3,504,000
|
$1,495,000
|
Inventories,
net
|
$4,375,000
|
$2,315,000
|
Prepaid
expenses
|
$377,000
|
$188,000
|
Vendor
Deposits
|
$333,000
|
$141,000
|
Other
Receivables
|
$157,000
|
$-
|
Current liabilities
(excluding convertible notes)
|
$2,940,000
|
$1,302,000
|
Convertible notes
payable, net
|
$-
|
$5,000,000
|
Long-term
liabilities
|
$1,385,000
|
$1,034,000
|
Working Capital
(excluding convertible notes)
|
$11,691,000
|
$3,734,000
|
Working Capital
(including convertible notes)
|
$11,691,000
|
$(1,266,000)
|
|
For the
Three Months Ended September 30,
|
Change
|
For the
Nine Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Revenue, Net
|
$4,292,000
|
$1,600,000
|
$2,692,000
|
168%
|
$21,374,000
|
$4,492,000
|
$16,882,000
|
376%
|
Gross Profit
|
2,836,000
|
1,140,000
|
1,696,000
|
149%
|
12,889,000
|
2,875,000
|
10,014,000
|
348%
|
Total Operating Expenses
(1)
|
1,740,000
|
1,328,000
|
412,000
|
31%
|
5,477,000
|
4,466,000
|
1,011,000
|
23%
|
Income (Loss) from
Operations
|
1,096,000
|
(188,000)
|
1,284,000
|
NM
|
7,412,000
|
(1,591,000)
|
9,003,000
|
NM
|
Total Other Income
(Expense)
|
-
|
(49,000)
|
49,000
|
NM
|
(40,000)
|
(165,000)
|
125,000
|
NM
|
Provision for Income
Taxes
|
(77,000)
|
-
|
(77,000)
|
NM
|
(77,000)
|
-
|
(77,000)
|
NM
|
Net Income
(Loss)
|
$1,019,000
|
$(237,000)
|
$1,256,000
|
NM
|
$7,295,000
|
$(1,756,000)
|
$9,051,000
|
NM
|
Basic Net Income (Loss) per
share
|
$0.06
|
$(0.02)
|
$0.08
|
NM
|
$0.44
|
$(0.11)
|
$0.55
|
NM
|
Diluted Net Income (Loss) per
share
|
$0.05
|
$(0.02)
|
$0.07
|
NM
|
$0.40
|
$(0.11)
|
$0.51
|
NM
|
|
For the
Three Months Ended September 30,
|
Change
|
For the
Nine Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Sales, net
|
$4,292,000
|
$1,600,000
|
$2,692,000
|
168%
|
$21,374,000
|
$4,492,000
|
$16,882,000
|
376%
|
|
For the Three
Months Ended September 30,
|
Change
|
For the Nine
Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
SteraMist
Product
|
$3,677,000
|
$928,000
|
$2,749,000
|
296%
|
$19,557,000
|
$3,461,000
|
$16,096,000
|
465%
|
Service and
Training
|
615,000
|
672,000
|
(57,000)
|
(8%)
|
1,817,000
|
1,031,000
|
786,000
|
76%
|
Total
|
$4,292,000
|
$1,600,000
|
$2,692,000
|
168%
|
$21,374,000
|
$4,492,000
|
$16,882,000
|
376%
|
|
For the
Three Months Ended September 30,
|
Change
|
For the
Nine Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
United States
|
$3,446,000
|
$1,288,000
|
$2,158,000
|
168%
|
$15,437,000
|
$3,852,000
|
$11,585,000
|
301%
|
International
|
846,000
|
312,000
|
534,000
|
171%
|
5,937,000
|
640,000
|
5,297,000
|
828%
|
Total
|
$4,292,000
|
$1,600,000
|
$2,692,000
|
168%
|
$21,374,000
|
$4,492,000
|
$16,882,000
|
376%
|
|
For the
Three Months Ended September 30,
|
Change
|
For the
Nine Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Cost of Sales
|
$1,456,000
|
$460,000
|
$996,000
|
217%
|
$8,485,000
|
$1,617,000
|
$6,868,000
|
425%
|
|
For the
Three Months Ended September 30,
|
Change
|
For the
Nine Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Professional
Fees
|
$228,000
|
$83,000
|
$145,000
|
175%
|
$419,000
|
$297,000
|
$122,000
|
41%
|
|
For the
Three Months Ended September 30,
|
Change
|
For the
Nine Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Depreciation and
Amortization
|
$177,000
|
$183,000
|
$(6,000)
|
(3%)
|
$521,000
|
$539,000
|
$(18,000)
|
(3%)
|
|
For the
Three Months Ended September 30,
|
Change
|
For the
Nine Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Selling
Expenses
|
$213,000
|
$314,000
|
$(101,000)
|
(32%)
|
$980,000
|
$1,274,000
|
$(294,000)
|
(23%)
|
|
For the
Three Months Ended September 30,
|
Change
|
For the
Nine Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Research and
Development
|
$45,000
|
$88,000
|
$(43,000)
|
(49%)
|
$245,000
|
$249,000
|
$(4,000)
|
(2%)
|
|
For the
Three Months Ended September 30,
|
Change
|
For the
Nine Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Equity Compensation
Expense
|
$11,000
|
$-
|
$11,000
|
100%
|
$308,000
|
$87,000
|
$221,000
|
254%
|
|
For the
Three Months Ended September 30,
|
Change
|
For the
Nine Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Consulting Fees
|
$75,000
|
$32,000
|
$43,000
|
134%
|
$226,000
|
$87,000
|
$139,000
|
160%
|
|
For the
Three Months Ended September 30,
|
Change
|
For the
Nine Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
General and
Administrative
|
$991,000
|
$628,000
|
$363,000
|
58%
|
$2,777,000
|
$1,932,000
|
$845,000
|
44%
|
|
For the
Three Months Ended September 30,
|
Change
|
For the
Nine Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Amortization of Debt
Discounts
|
$-
|
$-
|
$-
|
0%
|
$-
|
$(18,000)
|
$18,000
|
100%
|
Interest
Income
|
800
|
800
|
-
|
0%
|
2,300
|
2,400
|
(100)
|
(4%)
|
Interest
Expense
|
(800)
|
(50,000)
|
49,200
|
(98%)
|
(42,200)
|
(150,000)
|
107,800
|
(72%)
|
Other Income
(Expense)
|
$-
|
$(49,200)
|
$49,200
|
100%
|
$(39,900)
|
$(165,600)
|
$125,700
|
(76%)
|
|
For the
Three Months Ended September 30,
|
Change
|
For the
Nine Months Ended September 30,
|
Change
|
||||
|
2020
|
2019
|
$
|
%
|
2020
|
2019
|
$
|
%
|
Provision for Income
Taxes
|
$77,000
|
$-
|
$77,000
|
100%
|
$77,000
|
$-
|
$77,000
|
100%
|
Level
1:
|
Quoted
prices in active markets for identical assets or
liabilities.
|
Level
2:
|
Inputs
other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other
inputs that are observable or corroborated by observable market
data for substantially the full term of the assets or
liabilities.
|
Level
3:
|
Unobservable
inputs that are supported by little or no market activity and that
are significant to the value of the assets or
liabilities.
|
|
TOMI
ENVIRONMENTAL SOLUTIONS, INC.
|
|
|
|
|
|
|
Date: November 13,
2020
|
By:
|
/s/ Halden S.
Shane
|
|
|
|
Halden S.
Shane
|
|
|
|
Chief Executive
Officer
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
Date: November 13,
2020
|
By:
|
/s/ Nick
Jennings
|
|
|
|
Nick
Jennings
|
|
|
|
Chief Financial
Officer
(Principal
Financial Officer and Principal Accounting
Officer)
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory
Note, dated April 21, 2020, by and between TOMI Environmental
Solutions, Inc. and City National Bank.
|
|
10-Q
|
|
|
|
|
|
5-14-20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2+
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Employment
Agreement, dated October 1, 2020, by and between TOMI Environmental
Solutions, Inc. and Elissa J. Shane.
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10.3+
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Employment Agreement, dated September 22, 2020, by and between TOMI
Environmental Solutions, Inc. and Halden S. Shane.
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X
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X
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Certification
of Halden S. Shane, Chief Executive Officer, pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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X
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Certification
of Nick Jennings, Chief Financial Officer, pursuant to
Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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Certification
of Halden S. Shane, Chief Executive Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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X
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||||||
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Certification
of Nick Jennings, Chief Financial Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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X
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101.INS
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XBRL
Instance Document.
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X
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101.SCH
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XBRL
Taxonomy Extension Schema Document.
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X
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase Document.
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X
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101.DEF
|
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XBRL
Taxonomy Extension Definition Linkbase Document.
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X
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101.LAB
|
|
XBRL
Taxonomy Extension Labels Linkbase Document.
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X
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101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document.
|
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X
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1 Year TOMI Environmental Solut... Chart |
1 Month TOMI Environmental Solut... Chart |
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