Going concern risk at Tronics Unlimited (ADMT) despite modest YTD profit
Tronics Unlimited, Inc. reported higher sales but remains financially strained. For the quarter ended December 31, 2025, revenue rose to
Total assets were
Management disclosed an accumulated deficit of
Positive
- None.
Negative
- Going concern uncertainty: Management reports an accumulated deficit of
$32,880,355 and concludes there is “substantial doubt” about the company’s ability to continue as a going concern for one year fromFebruary 10, 2026 .
Insights
Revenue is growing, but going concern and weak controls dominate risk.
Tronics Unlimited shows modest operational improvement but a fragile balance sheet. Nine-month revenue reached
Despite this, the company has an accumulated deficit of
Disclosure controls and procedures were deemed not effective, driven by inadequate accounting staffing and segregation of duties. While electronics and chemical revenues are rising, the investment thesis now hinges on whether the company can stabilize liquidity and remediate control weaknesses using its limited cash of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
COMMISSION FILE NO.
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation or or organization) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices)
Registrant's Telephone Number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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None |
N/A |
N/A |
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:
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
Accelerated filer ☐ |
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Smaller reporting company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:
The Company has
ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY
INDEX
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Page Number |
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Part I - Financial Information |
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Item 1. |
Condensed Consolidated Financial Statements (unaudited): |
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Condensed Consolidated Balance Sheets –December 31, 2025 (unaudited) and March 31, 2025 |
3 |
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Condensed Consolidated Statements of Operations for the nine ended December 31, 2025 and 2024 (unaudited) |
4 |
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Condensed Consolidated Statement of Stockholders’ Equity for the nine months ended December 31, 2025 and 2024 (unaudited) |
5 |
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Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2025 and 2024 (unaudited) |
6 |
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Notes to Condensed Consolidated Financial Statements |
7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
17 |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
21 |
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Item 4. |
Controls and Procedures |
21 |
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Part II - Other Information |
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Item 1. |
Legal Proceedings |
22 |
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Item 1A. |
Risk Factors |
22 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
22 |
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Item 3. |
Defaults Upon Senior Securities |
22 |
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Item 4. |
Mine Safety Disclosures |
22 |
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Item 5. |
Other Information |
22 |
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Item 6. |
Exhibits |
22 |
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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December 31, |
March 31, |
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2025 |
2025 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | $ | ||||||
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Accounts receivable, net of credit losses of $ |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Other Assets: |
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Long-term inventory |
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Operating lease right-of-use asset |
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Loan receivable, net of allowance for doubtful accounts of $ |
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Investments |
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Intangible assets, net of accumulated amortization of $ |
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Other assets |
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Total other assets |
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Total assets |
$ | $ | ||||||
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
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Bank overdraft |
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Accrued expenses and other current liabilities |
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PPP loan |
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Line of credit |
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Operating lease liability |
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Customer deposits |
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Total current liabilities |
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Long-term liabilities |
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Due to employee |
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Operating lease liability less current portion |
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Total long-term liabilities |
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Total liabilities |
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Stockholders' equity: |
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Preferred stock, $.01 par value; |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
$ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements
ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Unaudited)
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Three months ended |
Nine months ended |
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December 31, |
December 31, |
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2025 |
2024 |
2025 |
2024 |
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Net revenues |
$ | $ | $ | $ | ||||||||||||
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Cost of sales |
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Gross Profit |
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Operating expenses: |
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Research and development |
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Selling, general and administrative |
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Total operating expenses |
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Income (loss) from operations |
( |
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Other income (expense): |
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Interest income |
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Interest and finance expenses |
( |
) | ( |
) | ( |
) | ( |
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Gain/(loss) from investment |
( |
) | ( |
) | ( |
) | ||||||||||
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Total other income (expense) |
( |
) | ( |
) | ( |
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Income (loss) before provision for income taxes |
( |
) | ( |
) | ( |
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Provision for (benefit) income taxes: |
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Current |
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Deferred |
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Total provision (benefit) for income taxes |
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Net income (loss) |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
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Basic and diluted per common share: |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
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Weighted average shares of common stock outstanding - basic and diluted |
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See accompanying notes to the unaudited condensed consolidated financial statements
ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Unaudited)
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Common Stock |
Common Stock |
Additional Paid-in |
Accumulated |
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Shares |
Amount |
Capital |
Deficit |
Total |
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Balance at April 1, 2024 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
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Stock based compensation |
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Prior period adjustment |
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Net income (loss) |
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Balance at June 30, 2024 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
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Stock based compensation |
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Prior period adjustment |
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Net income (loss) |
( |
) | ( |
) | ||||||||||||||||
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Balance at September 30, 2024 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
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Stock based compensation |
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Net income (loss) |
( |
) | ( |
) | ||||||||||||||||
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Balance at December 31, 2024 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
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Balance at April 1, 2025 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
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Prior period adjustment |
( |
) | ( |
) | ||||||||||||||||
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Net income (loss) |
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Balance at June 30, 2025 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
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Net income (loss) |
( |
) | ( |
) | ||||||||||||||||
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Balance at September 30, 2025 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
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Prior period adjustment |
( |
) | ( |
) | ||||||||||||||||
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Net income (loss) |
( |
) | ( |
) | ||||||||||||||||
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Balance at December 31, 2025 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements
ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Unaudited)
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December 31, 2025 |
December 31, 2024 |
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Cash flows from operating activities: |
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Net income |
$ | $ | ( |
) | ||||
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization |
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Write-off of inventories |
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Credit recoveries |
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Unrealized gain in investment |
( |
) | ||||||
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Non-cash interest expense |
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Amortization of right-to-use asset |
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Stock based compensation |
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Changes in operating assets and liabilities balances: |
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Accounts receivable |
( |
) | ( |
) | ||||
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Due to employee |
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Inventories |
( |
) | ||||||
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Prepaid expenses and other current assets |
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Investments |
( |
) | ||||||
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Accounts payable |
( |
) | ||||||
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Bank overdraft |
( |
) | ( |
) | ||||
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Customer deposits |
( |
) | ||||||
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Accrued expenses and other current liabilities |
( |
) | ||||||
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Payments of operating lease liability |
( |
) | ( |
) | ||||
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Net cash provided by (used in) operating activities |
( |
) | ( |
) | ||||
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Cash flows from investing activities: |
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Investments |
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Net cash provided by (used in) investing activities |
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Cash flows provided (used) in financing activities: |
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Proceeds from line of credit |
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Repayments of line of credit |
( |
) | ( |
) | ||||
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Due to employee |
( |
) | ||||||
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Proceeds (payments) from/to PPP loan |
( |
) | ( |
) | ||||
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Net cash provided by (used in) financing activities |
( |
) | ||||||
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Net increase (decrease) in cash and cash equivalents |
( |
) | ( |
) | ||||
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Cash and cash equivalents - beginning of period |
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Cash and cash equivalents - end of period |
$ | $ | ||||||
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Cash paid for: |
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Interest |
$ | $ | ||||||
|
Taxes |
$ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements
ADM TRONICS UNLIMITED, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
NOTE 1 - NATURE OF BUSINESS
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 a manufacturing and engineering concern whose principal lines of business are the design, manufacture, and sale of electronics of our own products or on a contract manufacturing basis; the production and sale of chemical and antistatic products; and, research, development and engineering services.
Electronic equipment is manufactured in accordance with customer specifications on a contract basis. Our electronic device product line consists principally of proprietary devices used in diagnostics and therapeutics of humans and animals and electronic controllers for spas and hot tubs. These products are sold to customers located principally in the United States. We are registered with the FDA as a contract manufacturing facility, and we manufacture medical devices for customers in accordance with their designs and specifications. Our chemical product line is principally comprised of water-based chemical products used in the food packaging and converting industries, and anti-static conductive paints, coatings and other products. These products are sold to customers located in the United States, Australia, Asia and Europe. We also provide research, development, regulatory, and engineering services to customers. Our Sonotron Medical Systems, Inc. subsidiary (“Sonotron”) is involved in medical electronic therapeutic technology.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared by ADM pursuant to accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the condensed financial position and operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and explanatory notes for the year ended March 31, 2025 as disclosed in our annual report on Form 10-K for that year. Unaudited interim results are not necessarily indicative of the results for the full fiscal year ending March 31, 2026. The consolidated balance sheet as of March 31, 2025 was derived from the audited consolidated financial statements as of and for the year then ended.
PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts of ADM Tronics Unlimited, Inc. and its wholly owned subsidiary, Sonotron (the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.
USE OF ESTIMATES
These unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and, accordingly, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Significant estimates made by management include expected economic life and value of our deferred tax assets and related valuation allowance, write down of inventory, impairment of long-lived assets, allowance for doubtful accounts, and warranty reserves. Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
For certain of our financial instruments, including accounts receivable, accounts payable, and accrued expenses, the carrying amounts approximate fair value due to their relatively short maturities.
CASH AND CASH EQUIVALENTS
Cash equivalents are comprised of highly liquid investments with original 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. Cash and cash equivalents held in these accounts are currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum of $250,000. At December 31, 2025 and March 31, 2025, approximately $
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES
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 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
ELECTRONICS:
We recognize revenue from the sale of our electronic products when they are shipped to the purchaser. We offer a limited 90-day warranty on our electronics products and contract manufacturing, and a limited 5-year warranty on our electronic controllers for spas and hot tubs. Historically, the amount of warranty expense included in sales of our electronic products has been de minimis. We have no other post shipment obligations. For contract manufacturing, revenues are recognized after shipments of the completed products.
Amounts received from customers in advance of our satisfaction of applicable performance obligations are recorded as customer deposits. Such amounts are recognized as revenues when the related performance obligations are satisfied. Customer deposits of approximately $
Customer deposits of approximately $
CHEMICAL PRODUCTS:
Revenues are recognized when products are shipped to end users. Shipments to distributors are recognized as revenue when no right of return exists.
ENGINEERING SERVICES:
We provide certain engineering services, including research, development, quality control, and quality assurance services along with regulatory compliance services. We recognize revenue from engineering services over time as the applicable performance obligations are satisfied.
All revenue is recognized net of discounts.
WARRANTY LIABILITIES
The Company’s provision for estimated future warranty costs is based upon historical relationship of warranty claims to sales. Based upon historical experience, the Company has concluded that no warranty liability is required as of the consolidated balance sheet dates. However, the Company periodically reviews the adequacy of its product warranties and will record an accrued warranty reserve if necessary.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out method) and net realizable value. Inventories that are expected to be sold within one operating cycle (1 year) are classified as a current asset. Inventories that are not expected to be sold within 1 year, based on historical trends, are classified as Inventories - long term portion. Obsolete inventory is written off based on prior and expected future usage.
Long-Term Inventory: Due to recent shortages of materials due to various issues, when an item the Company believes will be used in the future, even beyond the current fiscal year, becomes available, it will purchase as many items as management deems necessary to fulfill future orders.
PROPERTY AND EQUIPMENT
We record our property and 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. As of December 31, 2025 and March 31, 2025, all fixed assets were fully depreciated.
INTANGIBLE ASSETS
Intangible assets are reviewed for impairment annually whenever changes in circumstances indicate that the carrying amount may not be recoverable. In reviewing for impairment, the Company compares the carrying value of the relevant asset to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets’ fair value and its carrying value. During the fiscal three and nine months ended December 31, 2025 and 2024, there were no impairments.
ADVERTISING COSTS
Advertising costs are expensed as incurred and amounted to $
SHIPPING AND HANDLING COSTS
Shipping and handling costs incurred For the three and nine months ended December 31, 2025 were $
INCOME TAXES
We report the results of our operations as part of a consolidated Federal tax return with our subsidiary. 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 basis and tax basis 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 has adopted the authoritative accounting guidance with respect to accounting for uncertainty in income taxes, which clarified the accounting and disclosures for uncertain tax positions related to income taxes recognized in the consolidated financial statements and addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. 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.
The Company files income tax returns in several jurisdictions. The Company’s tax returns remain subject to examination, by major jurisdiction, for the years ended March 31, 2025 as follows:
|
Jurisdiction |
Fiscal Year |
|
Federal |
2022 and beyond |
|
New Jersey |
2021 and beyond |
There are currently no tax years under examination by any major tax jurisdictions.
The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of Selling, General and Administrative expense.
As of December 31, 2025, and 2024, the Company has no accrued interest or penalties related to uncertain tax positions.
NET EARNINGS PER SHARE
We compute basic earnings per share by dividing net income/loss by the weighted average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings 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 earnings per share if their effect is anti-dilutive.
There were zero (-
Per share basic and diluted income / (loss) per share amounted to $(
LEASES
In February 2016, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance which changed financial reporting as it relates to leasing transactions. Under the new guidance, lessees are required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The Company adopted this guidance as of April 1, 2019, using the modified retrospective approach which allowed it to initially apply the guidance as of the adoption date. The Company elected the package of practical expedients available under the new standard, which allowed the Company to forgo a reassessment of (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) the initial direct costs for any existing leases.
The Company made a policy election to recognize short-term lease payments as an expense on a straight-line basis over the lease term. The Company defines a short-term lease as a lease that, at the commencement date, has a lease term of twelve months or less and does not contain an option to purchase the underlying asset that the lease is reasonably certain to exercise. Related variable lease payments are recognized in the period in which the obligation is incurred.
The Company's lease agreement contains related non-lease components (e.g. taxes, etc.). The Company separates lease components and non-lease components for all underlying asset classes.
NEW ACCOUNTING STANDARDS
In June 2016, the FASB issued ASU 2016‑13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This guidance affects entities holding financial assets and net investments in leases that are not measured at fair value through net income. The standard replaces the incurred loss model with the current expected credit loss (“CECL”) model, which requires organizations to measure all expected credit losses for financial instruments over their contractual life at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted this standard effective April 1, 2024. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU 2023‑08, “Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350‑60): Accounting for and Disclosure of Crypto Assets.” This guidance requires entities to measure certain crypto assets at fair value with changes in fair value recognized in net income and to present crypto assets separately on the balance sheet and in the income statement. The Company adopted this guidance effective April 1, 2024. The adoption did not have a material impact on the Company’s consolidated financial statements, as the Company does not hold any material crypto asset balances.
In December 2023, the FASB issued ASU 2023‑09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance enhances the transparency of income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation and the jurisdictions in which income taxes are paid. The Company adopted this guidance effective April 1, 2024. The Company has applied the provisions of this ASU prospectively, and the adoption has resulted in expanded disclosures in Note 16 to the consolidated financial statements.
In March 2024, the FASB issued ASU 2024‑01, “Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards.” This standard clarifies how an entity determines whether a profits interest or similar award is subject to the guidance in Topic 718. The Company adopted this guidance effective April 1, 2024. The adoption did not have a material impact on the Company’s consolidated financial statements.
In August 2023, the FASB issued ASU 2023‑05, “Business Combinations—Joint Venture Formations (Subtopic 805‑60): Recognition and Initial Measurement.” This standard requires that a joint venture, upon formation, recognize and initially measure its net assets at fair value. The guidance is effective for joint venture formations with formation dates on or after January 1, 2025. The Company has not formed any qualifying joint ventures during the reporting period. The guidance will be applied prospectively to any future joint venture formations.
In March 2025, the FASB issued ASU 2025‑02, “Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 122 (SAB 122).” This update removes references to previously issued SEC staff guidance regarding the safeguarding of crypto assets. The Company adopted this amendment in the period ended March 31, 2025. The adoption did not have a material impact on the Company’s consolidated financial statements.
The Company is currently evaluating the impact of other recently issued accounting pronouncements that are not yet effective but does not expect them to have a material impact on its consolidated financial statements upon adoption.
INVESTMENTS
Investments in publicly held companies are recorded at fair value.
Investments in privately held companies are valued at cost, net book value or fair value when available. Investments valued at cost or net book value is a departure from accounting principles generally accepted in the United States of America
GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced losses from operations and negative cash flows from operating activities, management has initiated several strategic plans to improve the Company's financial position. As of December 31, 2025, the Company had an accumulated deficit of $
There is substantial doubt that the funding plans will be successful and therefore the conditions discussed above have not been alleviated. As a result, there is substantial doubt about the Company’s ability to continue as a going concern for one year from February 10, 2026, the date the Consolidated Financial Statements were available to be issued.
Our future capital requirements will depend upon many factors, including progress with developing, manufacturing and marketing our technologies, the time and costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights, our ability to establish collaborative arrangements, marketing activities and competing technological and market developments, including regulatory changes and overall economic conditions in our target markets. Our ability to generate revenue and achieve profitability requires us to successfully market and secure purchase orders for our products from customers currently identified in our sales pipeline as well as new customers. We also will be required to efficiently manufacture and deliver equipment on those purchase orders. These activities, including our planned research and development efforts, will require significant uses of working capital. There can be no assurances that we will generate revenue and cash flow as expected in our current business plan.
NOTE 3 - INVENTORIES
Inventories at December 31, 2025 consisted of the following:
|
Current |
Long Term |
Total |
||||||||||
|
Raw materials |
$ | $ | $ | |||||||||
|
Finished goods |
||||||||||||
|
Totals |
$ | $ | $ | |||||||||
Inventories at March 31, 2025 consisted of the following:
|
Current |
Long Term |
Total |
||||||||||
|
Raw materials |
$ | $ | $ | |||||||||
|
Finished goods |
||||||||||||
|
Totals |
$ | $ | $ | |||||||||
NOTE 4 - INTANGIBLE ASSETS
|
December 31, 2025 |
March 31, 2025 |
|||||||||||||||||||||||||||||||||||
|
Cost |
Weighted Average Amortization Period (Years) |
Accumulated Amortization |
Net Carrying Amount |
Cost |
Weighted Average Amortization Period (Years) |
Accumulated Amortization |
Net Carrying Amount |
|||||||||||||||||||||||||||||
|
Patents & Trademarks |
$ | - | $ | ( |
) | $ | $ | - | $ | ( |
) | $ | ||||||||||||||||||||||||
|
Software |
$ | $ | ( |
) | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||||
| $ | $ | ( |
) | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||||||||
Estimated aggregate future amortization expense related to intangible assets is as follows:
|
For the fiscal years ended March 31, |
||||
|
2026 |
$ | |||
|
2027 |
||||
|
2028 |
||||
|
2029 |
||||
|
2030 |
||||
| $ |
NOTE 5 – CONCENTRATIONS
During the three and nine months ended December 31, 2025, two customers accounted for
During the three and nine months ended December 31, 2024, two customers accounted for
As of December 31, 2025, two customers represented
As of December 31, 2024, three customers represented
As of December 31, 2025, two vendors accounted for over
As of December 31, 2024, one vendor accounted for over
The Company’s customer base is comprised of foreign and domestic entities with diverse demographics. Net revenues from foreign customers for the three and nine months ended December 31, 2025 were $
Net revenues from foreign customers for the three and nine months ended December 31, 2024 were $
NOTE 6 - DISAGGREGATED REVENUES AND SEGMENT INFORMATION
The following tables show the Company's revenues disaggregated by reportable segment and by product and service type:
|
Three months Ended December 31, |
||||||||
|
2025 |
2024 |
|||||||
|
Net Revenue in the US |
||||||||
|
Chemical |
$ | $ | ||||||
|
Electronics |
||||||||
|
Engineering |
||||||||
|
Net Revenue outside the US |
||||||||
|
Chemical |
||||||||
|
Electronics |
||||||||
|
Engineering |
||||||||
|
Total Revenues |
$ | $ | ||||||
|
Nine Months Ended December 31, |
||||||||
|
2025 |
2024 |
|||||||
|
Net Revenue in the US |
||||||||
|
Chemical |
$ | $ | ||||||
|
Electronics |
||||||||
|
Engineering |
||||||||
|
Net Revenue outside the US |
||||||||
|
Chemical |
||||||||
|
Electronics |
||||||||
|
Engineering |
||||||||
|
Total Revenues |
$ | $ | ||||||
NOTE 7 – DUE FROM AFFILIATE
The Company provided $
NOTE 8 – LEASES
We lease our office and manufacturing facility under a non-cancellable operating lease, which expires on June 30, 2028. The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of December 31, 2025:
|
For the fiscal year ended: |
Amount |
|||||
|
FY 2026 |
March 31, 2026 |
$ | ||||
|
FY 2027 |
March 31, 2027 |
|||||
|
FY 2028 |
March 31, 2028 |
|||||
|
FY 2029 |
March 31, 2029 |
ends June 30, 2029 |
||||
|
Less: Amount attributable to imputed interest |
( |
) | ||||
| $ | ||||||
|
Weighted average remaining lease term (in years) |
||||||
|
Weighted average discount rate |
% | |||||
Rent and real estate tax expense for all facilities for the three and nine months ended December 31, 2025 was approximately $
Rent and real estate tax expense for all facilities for the three and nine months ended December 31, 2024 was approximately $
These are reported as a component of cost of sales and selling, general and administrative expenses in the accompanying consolidated statements of operations.
NOTE 9 – PAYCHECK PROTECTION PROGRAM (PPP) LOAN
In May 2020, the Company obtained funding through the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) of $
The unforgiven portion of the first PPP loan is $
NOTE 10 – LINE OF CREDIT
On June 15, 2018, the Company obtained an unsecured revolving line of credit, with a limit of $
NOTE 11 – WARRANTS
On April 11, 2023, warrants to purchase Company stock were issued to two outside consultants. Each consultant was granted
|
Outstanding and exercisable |
||||||||||||||||||
|
Range of Exercise prices |
Number outstanding |
Weighted average remaining life in years |
Weighted Average Exercise Price |
Exercisable |
||||||||||||||
| $ | - | $ | ||||||||||||||||
|
12/31/2025 |
3/31/2025 |
|||||||||||||||
|
# of Shares |
Weighted Average |
# of Shares |
Weighted Average |
|||||||||||||
|
Exercise Price |
Exercise Price |
|||||||||||||||
|
Outstanding, beginning of year |
$ | $ | ||||||||||||||
|
Issued |
||||||||||||||||
|
Exercised |
||||||||||||||||
|
Expired |
( |
) | $ | |||||||||||||
|
Cancelled |
||||||||||||||||
|
Outstanding, end of period |
$ | $ | ||||||||||||||
|
Exercisable, end of period |
$ | $ | ||||||||||||||
NOTE 12 – 401(k) RETIREMENT PLAN
The Company sponsors a defined contribution 401(k) Retirement Plan (the “Plan”) for its eligible employees. Employees become eligible to participate in the Plan upon meeting certain age and service requirements. Employees may contribute up to the maximum amount allowed by law on a pre-tax basis.
The Plan’s investments are recorded at fair value. As of December 31, 2025, Plan assets were diversified across various investment options, including equity funds, fixed income funds, and cash equivalents. During the three and nine months ended December 31, 2025 the Company made matching contributions of $
There were no significant changes to the Plan’s provisions during the year.
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 – CONTRACTURAL OBLIGATIONS AND OTHER COMMITMENTS
Legal Contingencies
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.
Product Liability
As of December 31, 2025 and March 31, 2025, there were no claims against us for product liability.
NOTE 15 – FAIR VALUE MEASUREMENTS
Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:
|
Level 1 |
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access. |
|
Level 2 |
Inputs to the valuation methodology include |
|
●Quoted prices for similar assets or liabilities in active markets; ●Quoted prices for identical or similar assets or liabilities in active markets; ●Inputs other than quoted prices that are observable for the asset or liability ●Inputs that are derived principally from or corroborated by observable market data by correlation or other means. ●If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. |
|
Level 3 |
Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets at fair value. There have been no changes in the methodologies used at December 31, 2025.
Investments in publicly held companies are recorded at fair value.
Investments in privately held companies are valued at cost, net book value or fair value when available. Investments valued at cost or net book value is a departure from accounting principles generally accepted in the United States of America.
The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Partnership believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the fair value hierarchy, the Partnership's assets at fair value as of December 31, 2025:
Assets at Fair Value as of December 31, 2025:
|
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
|
Investment |
$ |
$ |
$ |
$ |
||||||||||||
|
TOTAL ASSETS AT FAIR VALUE |
$ |
$ |
$ |
$ |
||||||||||||
NOTE 16 – INCOME TAXES
The provision for income taxes consisted of the following:
|
December 31, 2025 |
||||
|
Current: |
||||
|
Federal |
$ | |||
|
State |
$ | |||
|
Total |
$ | |||
|
Deferred |
||||
|
Federal |
$ | |||
|
State |
$ | |||
|
Total |
$ | |||
|
Provision for income taxes |
$ | |||
The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows:
|
12/31/2025 |
||||
|
Book income at federal statutory rate, |
$ | |||
|
State Adjustments |
( |
) | ||
|
State Capital Taxes |
||||
|
State taxes, net of federal benefit |
||||
|
Permanent Items |
||||
|
Prior Year Deferred Tax Asset/(L) True Up |
||||
|
Valuation Allowance |
( |
) | ||
|
Federal research & development credit generated |
||||
| $ | ||||
Deferred income taxes reflect the net effects of temporary difference between the carrying amounts of assets and liabilities for financial reporting purposes the amounts used for income tax purposes. Significant components of deferred tax assets are as follows:
|
Deferred tax assets/(liabilities) |
12/31/2025 |
|||
|
Federal Net operating loss carryovers |
$ | |||
|
New Jersey Net operating loss carryovers |
||||
|
Federal R&D Credit |
||||
|
New Jersey R&D Credit |
||||
|
Depreciation & Amortization |
||||
|
Allowance For Doubtful Accounts |
||||
|
Stock Comp Expense |
||||
|
Gross deferred tax assets |
||||
|
Valuation allowance |
( |
) | ||
|
Total deferred tax assets |
$ | |||
NOTE 17 – SUBSEQUENT EVENTS
We evaluated all subsequent events from the date of the consolidated balance sheet through the issuance date of these consolidated financial statements and determined that there are no events or transactions occurring during the subsequent event reporting period which require recognition or disclosure in the consolidated financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our operations and financial condition should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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-Q 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 our Annual Report on Form 10-K for the year ended March 31, 2026.
BUSINESS OVERVIEW
The Company is a technology-based developer and manufacturer of diversified lines of products and derives revenue from the production and sale of electronics for medical devices and other applications; environmentally safe chemical products for industrial, medical and cosmetic uses; and, research, development, regulatory and engineering services. The Company has increased internal research and development by utilizing their engineering resources to advance their own proprietary medical device technologies.
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 and its subsidiary Sonotron.
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AS COMPARED TO DECEMBER 31, 2024.
|
For the three months ended December 31, 2025 |
||||||||||||||||
|
Chemical |
Electronics |
Engineering |
Total |
|||||||||||||
|
Revenue |
$ | 297,231 | $ | 447,992 | $ | 57,865 | $ | 803,088 | ||||||||
|
Cost of Sales |
232,305 | 250,966 | 47,321 | 530,592 | ||||||||||||
|
Gross Profit |
64,926 | 197,026 | 10,544 | 272,496 | ||||||||||||
|
Gross Profit Percentage |
22 | % | 44 | % | 18 | % | 34 | % | ||||||||
|
Operating Expenses |
139,677 | 195,796 | 21,464 | 356,937 | ||||||||||||
|
Operating Income (Loss) |
(74,751 | ) | 1,230 | (10,920 | ) | (84,441 | ) | |||||||||
|
Other income (expenses) |
(8,896 | ) | (16,424 | ) | (5,095 | ) | (30,415 | ) | ||||||||
|
Income (loss) before benefit from income taxes |
$ | (83,647 | ) | $ | (15,194 | ) | $ | (16,015 | ) | $ | (114,856 | ) | ||||
| For the three months ended December 31, 2024 | ||||||||||||||||
|
Chemical |
Electronics |
Engineering |
Total |
|||||||||||||
|
Revenue |
$ | 282,251 | $ | 351,532 | $ | 115,727 | $ | 749,510 | ||||||||
|
Cost of Sales |
221,342 | 219,227 | 40,762 | 481,331 | ||||||||||||
|
Gross Profit |
60,909 | 132,305 | 74,965 | 268,179 | ||||||||||||
|
Gross Profit Percentage |
22 | % | 38 | % | 65 | % | 36 | % | ||||||||
|
Operating Expenses |
140,470 | 160,848 | 56,130 | 357,448 | ||||||||||||
|
Operating Income (Loss) |
(79,561 | ) | (28,543 | ) | 18,835 | (89,269 | ) | |||||||||
|
Other income (expenses) |
(53,706 | ) | (66,558 | ) | (27,644 | ) | (147,908 | ) | ||||||||
|
Income (loss) before benefit from income taxes |
$ | (133,267 | ) | $ | (95,101 | ) | $ | (8,809 | ) | $ | (237,177 | ) | ||||
| Variance | ||||||||||||||||
|
Chemical |
Electronics |
Engineering |
Total |
|||||||||||||
|
Revenue |
$ | 14,980 | $ | 96,460 | $ | (57,862 | ) | $ | 53,578 | |||||||
|
Cost of Sales |
10,963 | 31,739 | 6,559 | 49,261 | ||||||||||||
|
Gross Profit |
4,017 | 64,721 | (64,421 | ) | 4,317 | |||||||||||
|
Gross Profit Percentage |
0 | % | 6 | % | -47 | % | -2 | % | ||||||||
|
Operating Expenses |
(793 | ) | 34,948 | (34,666 | ) | (511 | ) | |||||||||
|
Operating Income (Loss) |
4,810 | 29,773 | (29,755 | ) | 4,828 | |||||||||||
|
Other income (expenses) |
44,810 | 50,134 | 22,549 | 117,493 | ||||||||||||
|
Income (loss) before benefit from income taxes |
$ | 49,620 | $ | 79,907 | $ | (7,206 | ) | $ | 122,321 | |||||||
Revenues for the three months ended December 31, 2025, increased by $53,578 compared to the same period in 2024. The increase was driven by a $14,980 rise in the Chemical segment and a $96,460 increase in the Electronics segment, partially offset by a $57,862 decline in the Engineering segment.
Revenues for the nine months ended December 31, 2025, increased by $216,870 compared to the same period in 2024. The increase was driven by a $44,554 rise in the Chemical segment and a $333,630 increase in the Electronics segment, partially offset by a $163,314 decline in the Engineering segment.
Gross profit for the three months ended December 31, 2025 increased by $4,317. This increase was primarily due to a $4,017 increase in the Chemical segment and an increase of $64,721 in the Electronics segment offset by a $64,421 decrease in the Engineering segment.
Gross profit for the nine months ended December 31, 2025 decreased by $78,278. This decrease was primarily due to a $129,041 increase in the Electronics segment offset by a decrease of $59,190 in the Chemicals segment and a $148,129 decrease in the Engineering segment.
Operating expenses for the three months ended December 31, 2025, decreased by $511, reflecting an increase of $34,948 in Electronics, offset by decreases of $793 in the Chemical segment and $34,666 in the Engineering segment.
Operating expenses for the nine months ended December 31, 2025, decreased by $76,470, reflecting an increase of $64,791 in the Electronics segment offset by decreases of $39,314 in the Chemical segment, and $101,947 in the Engineering segment.
Operating loss for the three months ended December 31, 2025, declined by $4,828 compared to the prior year. This was primarily due to a $4,810 increase in the Chemical segment and a $29,773 in the Electronics segment offset by a decline of $29,755 in the Engineering segment.
Operating income for the nine months ended December 31, 2025, decreased by $1,808 compared to the prior year. This was primarily due to a $64,250 increase in the Electronics segment offset by decreases of $19,876 in the Chemical segment and $46,182 in the Engineering segment.
Other expenses for the three months ended December 31, 2025, decreased by $117,493, primarily due to an unrealized loss in investments of $25,500 coupled with a reduction of interest income of $1,978 and offset with a reduction of $1,082 of interest and finance costs.
Other income for the nine months ended December 31, 2025, increased by $118,110, primarily due to an unrealized gain in investments of $120,250, an increase of $2,755 in interest expense offset by a reduction of interest income of $4,895.
Loss before benefit from income taxes for the three months ended December 31, 2025, decreased by $122,321.
Income before benefit from income taxes for the nine months ended December 31, 2025, increased by $116,302.
We are highly dependent upon certain customers. During the three months ended December 31, 2025, two customers accounted for 44% of our net revenue. Net revenues from foreign customers for the three months ended December 31, 2025 was $106,533 or 13%.
During the nine months ended December 31, 2025, two customers accounted for 43% of our net revenue. Net revenues from foreign customers for the nine months ended December 31, 2025 was $385,970 or 14%.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2025, we had cash and cash equivalents of $298,733 as compared to $382,969 at March 31, 2025. The $84,236 decrease was primarily the result of cash used in operations during the nine-month period in the amount of $82,815, cash provided by investing of $-0- and cash used in financing activities of $1,421. Our cash will continue to be used for increased marketing costs, and increased production labor costs all in an attempt to increase our revenue, as well as increased expenditures for our internal R&D. We expect to have enough cash to fund operations for the next twelve months.
|
Below is a summary of our cash flow for the nine-month ending periods indicated: |
||||||||
|
December 31, 2025 |
December 31, 2024 |
|||||||
|
Net cash provided by (used in) operating activities |
$ | (82,815 | ) | $ | (510,933 | ) | ||
|
Net cash provided by (used in) investing activities |
- | 338,500 | ||||||
|
Cash flows provided (used) in financing activities: |
(1,421 | ) | 66,092 | |||||
|
Net increase (decrease) in cash and cash equivalents |
$ | (84,236 | ) | $ | (106,341 | ) | ||
|
Cash and cash equivalents - beginning of period |
$ | 382,969 | $ | 537,041 | ||||
|
Cash and cash equivalents - end of period |
$ | 298,733 | $ | 430,700 | ||||
Future Sources of Liquidity:
We expect that growth with profitable customers and continued focus on new customers will enable us to generate cash flows from operating activities during fiscal 2026.
Based on current expectations, we believe that our existing cash and cash equivalents of $298,733 as of December 31, 2025, and other potential sources of cash will be sufficient to meet our cash requirements. Our ability to meet these requirements will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
OPERATING ACTIVITIES
Net cash used by operating activities was $(82,815) for the nine months ended December 31, 2025, as compared to net cash used by operating activities of $(510,933) for the nine months ended December 31, 2024. The cash used during the nine months ended December 31, 2025 was primarily due to net income of $98,106, a decrease in net operating assets of $23,233, coupled by a decrease in net operating liabilities of $183,797, write-off of inventories of $17,012, and amortization of $5,147 credit recoveries of $14,917, unrealized gain of $89,250, non-cash interest of $10,563 and amortization of right of use asset of $67,719.
INVESTING ACTIVITIES
There were no Investing activities during the nine months ended December 31, 2025.
FINANCING ACTIVITIES
For the nine months ended December 31, 2025, net cash used by financing activities was $1,421 due to net borrowing and payments in the line of credit of $150 coupled repayments on the PPP loan of $(896).
OFF BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Concentration of Credit Risk
Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and investments.
Cash and cash equivalents – For financial statement purposes, the Company considers as cash equivalents all highly liquid investments with an original maturity of three months or less at inception. The Company deposits cash and cash equivalents with high credit quality financial institutions and believes that any amounts in excess of insurance limitations to be at minimal risk. Cash and cash equivalents held at these accounts are currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to a maximum of $250,000. At December 31, 2025, approximately $49,000 exceeded the FDIC limit.
Investments in publicly held companies are recorded at fair value. Investments in privately held companies are valued at cost, net book value or fair value, when available. Investment value at cost or net book value is a departure from accounting principles generally accepted in the United States of America. As of February 14, 2026, the valuation of the publicly held company increased by $89,250.
Our sales are materially dependent on a small group of customers, as noted in Note 5 of our condensed consolidated financial statements. We monitor our credit risk associated with our receivables on a routine basis. We also maintain credit controls for evaluating and granting customer credit.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's management, including the Company's principal executive officer and principal financial officer, have evaluated the effectiveness of the Company's "disclosure controls and procedures," as such term is defined in Ru1e 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were not effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the "SEC") (1) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (2) is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. During the quarterly and year-to-date period ended December 31, 2025, there were no changes in the Company's internal control over financial reporting which materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
The determination that our disclosure controls and procedures were not effective as of December 31, 2025, is a result of:
a. Deficiencies in Internal Control Structure Environment. During the current year, the Company’s focus was on expanding their customer base to initiate revenue production.
b. Inadequate staffing and supervision within the accounting operations of our company. The relatively small number of employees who are responsible for accounting functions prevents the Company from segregating duties within its internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. The Company’s plan is to expand its accounting operations as the business of the Company expands.
The Company believes that the financial statements present fairly, in all material respects, the Company’s condensed consolidated balance sheets as of December 31, 2025, and March 31, 2025 and the related condensed consolidated statements of operations, and cash flows For the three and nine months ended December 31, 2025 and 2024, in conformity with generally accepted accounting principles, notwithstanding the material weaknesses we identified.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors contained in our Annual Report on Form 10-K for the year ended March 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS.
(a) Exhibit No.
|
21.1 |
Subsidiaries of the Company |
|
31.1 |
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
32.1 |
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
101.INS** |
Inline XBRL Instance |
|
101.SCH** |
Inline XBRL Taxonomy Extension Schema |
|
101.CAL** |
Inline XBRL Taxonomy Extension Calculation |
|
101.DEF** |
Inline XBRL Taxonomy Extension Definition |
|
101.LAB** |
Inline XBRL Taxonomy Extension Labels |
|
101.PRE** |
Inline XBRL Taxonomy Extension Presentation |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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, thereunto duly authorized.
|
ADM TRONICS UNLIMITED, INC. (Registrant) |
|||
|
By: |
/s/ Andre' DiMino |
||
|
Andre' DiMino, Chief Executive |
|||
|
Officer and Chief Financial Officer |
|||
|
Dated: |
Northvale, New Jersey |
|
February 13, 2026 |
FAQ
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