UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 1, 2024

TOMI Environmental Solutions, Inc.
(Exact name of registrant as specified in its charter)

Florida
 
000-09908
 
59-1947988
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

8430 SPIRES WAY
FREDERICK, Maryland 21701
(Address of principal executive offices, including zip code)

(800) 525-1698
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
TOMZ
The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 Results of Operations and Financial Condition.
 
On August 1, 2024, TOMI Environmental Solutions, Inc. issued a press release regarding its financial results for the second quarter ended June 30, 2024. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. No additional information is included in this Current Report on Form 8-K.
 
The information included in this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for purposes of, nor shall it be deemed incorporated by reference in, any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
See the Exhibit Index below, which is incorporated by reference herein.
 
Exhibit No.
 
Description
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
TOMI ENVIRONMENTAL SOLUTIONS, INC.
 
 
 
 
 
Date: August 1, 2024
By:  
/s/ Halden S. Shane
 
 
 
Name: Halden S. Shane
 
 
 
Title: Chief Executive Officer
 
 
EXHIBIT 99.1



TOMI ENVIRONMENTAL SOLUTIONS, INC. REPORTS 170% SEQUENTIAL GROWTH IN SECOND QUARTER REVENUE WITH BREAK EVEN EPS

-   Company Reports Operating Income of $122,000 And Positive Net Income   -
-   Performance Driven By Growth in International, Mobile Equipment and BIT Solutions Sales   -


FREDERICK, MD, August 1, 2024 — TOMI Environmental Solutions, Inc.® (“TOMI”) (NASDAQ: TOMZ), a global company specializing in disinfection and decontamination utilizing its premier Binary Ionization Technology (BIT) platform through its SteraMist brand of products, today announced its second quarter 2024 results.

TOMI Chief Executive Officer, Dr. Halden Shane, stated, “In the second quarter of 2024, we achieved profitability and delivered improved financial results through revitalized revenue growth. These efforts contributed to a quarterly profit of $30,000. Our revenue for the second quarter increased 8.6% year over year to $3,000,000, with notable sequential growth of $1,900,000, or 170%, from the first quarter of 2024.  This growth was primarily driven by higher mobile equipment sales, a product mix not seen since 2022, with our mobile SteraMist equipment accounting for over 60% of our revenue in the second quarter of 2024.”

“We’re off to strong start in 2024.  For the first time since the end of 2020, our outlier year due to the COVID-19 pandemic, we surpassed $3 million in sales. In fact, to date, we have nearly matched the total number of mobile equipment sales realized throughout the entire calendar year of 2023 and we remain diligent in our focus on executing our strategies to grow revenues, reduce operating expenses, expand business development and deliver improved results and value for our shareholders,” Dr. Shane concluded.

Financial Results for the three months ended June 30, 2024, compared to June 30, 2023

Total net revenue was $3,013,000 compared to $2,775,000.

Gross margin was 61.5% compared to 61.3%.

Operating profit was $122,000, compared to an operating loss of ($89,000).



Net income was $30,000 or $0.00 per basic and diluted share, compared to a net loss ($89,000) or ($0.00) per basic and diluted share.

Adjusted EBITDA was $343,000 compared to $2,000 in the same prior year period. A table reconciling EBITDA to the appropriate GAAP financial measure is included with the Company’s financial information below

Financial Results for the six months ended June 30, 2024, compared to June 30, 2023

Total net revenue was $4,127,000 compared to $4,357,000.

Gross margin was 61.2% compared to 60.6%.

Operating loss was ($1,105,000), compared to ($1,277,000).

Net loss was ($1,280,000) or ($0.06) per basic and diluted share, compared to a net loss ($1,276,000) or ($0.06) per basic and diluted share.

Adjusted EBITDA was ($806,000) compared to ($939,000) in the same prior year period. A table reconciling EBITDA to the appropriate GAAP financial measure is included with Company’s financial information below

Balance sheet highlights as of June 30, 2024

Cash and cash equivalents were approximately $709,000

Working capital was $6.8 million.

Shareholders’ equity was $7.3 million.

Recent Business Highlights:

170% sequential quarterly revenue growth for the three months ended June 30, 2024, compared to the three months ended March 31, 2024

With increased revenue and lower operating expenses, we reported a profit of approximately $30,000. This marks a significant milestone for the company and a major improvement compared to both the first quarter of this year and the second quarter of 2023.

Overall sales volume and sales order activity for the first and second quarters of 2024 amounted to $5,100,000 which consisted of approximately $4,100,000 in recognized revenue and an approximate sales backlog of $1,000,000 at the end of the quarter.

Second quarter BIT Solution sales increased by approximately 31% compared to the second quarter of 2023 and by 171% sequentially over the first quarter of 2024.



Our second quarter international revenue grew by 130%, driven by new customers in Canada, Mexico, the Philippines, and the United Arab Emirates, compared to the same period in 2023.

As of June 30, 2024, we have nearly matched the total number of mobile equipment sales achieved during the entire calendar year of 2023.

During the second quarter, management implemented cost reduction initiatives that lowered our operating expenses by 3% compared to the same period last year. Additionally, our operating expenses in the second quarter of 2024 decreased by 9% compared to the first quarter of 2024

To expand our reach and increase our presence in the western United States via our iHP Service offerings, we have partnered with EMAQ. EMAQ has invested over a million dollars in SteraMist iHP equipment and will serve as our partner to expand iHP services in this region.

In Q2 2024, we received an order for our CES system from a global leader in advanced laboratory services. This customer added two more Environment Systems to their existing set of two, along with a seven-applicator iHP Custom Engineered System (CES), which is scheduled for installation by the end of the year.

We maintained an active focus on digital marketing initiatives and business development plans with existing customers.  To optimize our budget, we reduced our participation in tradeshows and redirected resources towards more effective lead generation strategies such as referrals and references.

We are steadily increasing our presence in the food safety marketplace and are currently conducting numerous feasibility studies with both small and large companies.

On April 3, 2024, we announced the company has received the Gold Safety Award from Highwire. The award is presented to TOMI in recognition of the Company achieving a score of between 85-94 on the Highwire Safety Assessment.  Highwire’s Safety Assessment reviews a company’s historic and current safety performance. The program provides a thorough, objective, and consistent evaluation of company performance so clients and contractors can identify, monitor, and mitigate risks more effectively. The results provide a strong indicator of how a contractor values safety and serve as a reliable predictor of future performance.


Conference Call Information
TOMI will hold a conference call to discuss second Quarter 2024 results at 4:30 p.m. ET today, August 1, 2024.

To participate in the call by phone, dial (888) 506-0062 approximately five minutes prior to the scheduled start time and request the "TOMI Environmental Solutions second quarter earnings call” or provide the participant access code: 474947. International callers please dial (973) 528-0011. To access the live webcast or view the press release, please visit the Investor Relations section of the TOMI website or register at the following link: https://www.webcaster4.com/Webcast/Page/2262/50974 .

A replay of the teleconference will be available until Thursday, August 15, 2024, and may be accessed by dialing (877) 481-4010. International callers may dial (919) 882-2331. Callers should use replay access code: 50974. A replay of the webcast will be available for at least 90 days on the company’s website, starting approximately one hour after the completion of the call.

TOMI™ Environmental Solutions, Inc.: Innovating for a safer world®

TOMI™ Environmental Solutions, Inc. (NASDAQ:TOMZ) is a global decontamination and infection prevention company, providing environmental solutions for indoor surface disinfection through the manufacturing, sales and licensing of its premier Binary Ionization Technology® (BIT™) platform. Invented under a defense grant in association with the Defense Advanced Research Projects Agency (DARPA) of the U.S. Department of Defense, BIT™ solution utilizes a low percentage Hydrogen Peroxide as its only active ingredient to produce a fog of ionized Hydrogen Peroxide (iHP™). Represented by the SteraMist® brand of products, iHP™ produces a germ-killing aerosol that works like a visual non-caustic gas.
TOMI products are designed to service a broad spectrum of commercial structures, including, but not limited to, hospitals and medical facilities, cruise ships, office buildings, hotel and motel rooms, schools, restaurants, meat and produce processing facilities, military barracks, police and fire departments, and athletic facilities. TOMI products and services have also been used in single-family homes and multi-unit residences.


TOMI develops training programs and application protocols for its clients and is a member in good standing with The American Biological Safety Association, The American Association of Tissue Banks, Association for Professionals in Infection Control and Epidemiology, Society for Healthcare Epidemiology of America, America Seed Trade Association, and The Restoration Industry Association.

For additional information, please visit https://www.steramist.com or contact us at info@tomimist.com.

Forward-Looking Statements

This press release contain forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, without limitation, our strategies to grow revenue and expand business development, financial performance and operating results for 2024; and our ability to generate lead and referral for sales. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, our ability to acquire new customers and expands sales; our ability to maintain and manage growth and generate sales, our reliance on a single or a few products for a majority of revenues; the general business and economic conditions; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed by us with the SEC and other periodic reports we filed with the SEC. The information provided in this document is based upon the facts and circumstances known at this time. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and we undertake no duty to update such information, except as required under applicable law.   


TOMI ENVIRONMENTAL SOLUTIONS, INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
             
ASSETS
           
Current Assets:
           
 
June 30, 2024 (Unaudited)
   
December 31, 2023
 
 Cash and Cash Equivalents
 
$
709,110
   
$
2,339,059
 
Accounts Receivable - net
   
3,663,862
     
2,429,929
 
Other Receivables
   
164,150
     
164,150
 
Inventories
   
4,281,614
     
4,627,103
 
Vendor Deposits
   
126,185
     
29,335
 
Prepaid Expenses
   
290,195
     
371,298
 
       Total Current Assets
   
9,235,116
     
9,960,874
 
                 
Property and Equipment – net
   
983,601
     
1,048,642
 
                 
Other Assets:
               
Intangible Assets – net
   
1,113,491
     
1,123,246
 
Operating Lease - Right of Use Asset
   
434,607
     
467,935
 
Long Term Accounts Receivable - net
   
206,240
     
206,240
 
Other Assets
   
638,392
     
550,677
 
       Total Other Assets
   
2,392,730
     
2,348,098
 
Total Assets
 
$
12,611,447
   
$
13,357,614
 
                 
                    LIABILITIES AND SHAREHOLDERS’ EQUITY
 
Current Liabilities:
               
    Accounts Payable
 
$
1,714,489
   
$
1,267,029
 
    Accrued Expenses and Other Current Liabilities
   
512,829
     
675,491
 
    Deferred Revenue
   
57,192
     
-
 
    Current Portion of Long-Term Operating Lease
   
122,259
     
115,658
 
       Total Current Liabilities
   
2,406,769
     
2,058,178
 
     

         
Long-Term Liabilities:
               
    Long-Term Operating Lease, Net of Current Portion
   
579,715
     
642,527
 
    Convertible Notes Payable, net of unamortized debt discount of $270,746 and $301,985 at June 30, 2024 and December 31, 2023, respectively
   
2,329,254
     
2,298,015
 
       Total Long-Term Liabilities
   
2,908,969
     
2,940,542
 
       Total Liabilities
   
5,315,738
     
4,998,720
 
                 
Commitments and Contingencies
   

     

 
                 

 Shareholders’ Equity:
           
    Cumulative Convertible Series A Preferred Stock;
           
        par value $0.01 per share, 1,000,000 shares authorized; 63,750 shares issued
       
        and outstanding at June 30, 2024 and December 31, 2023, respectively
   
638
     
638
 
    Cumulative Convertible Series B Preferred Stock; $1,000 stated value;
         
        7.5% Cumulative dividend; 4,000 shares authorized; none issued
         
        and outstanding at June 30, 2024 and December 31, 2023, respectively
   
-
     
-
 
    Common stock; par value $0.01 per share, 250,000,000 shares authorized;
         
    20,015,205 and 19,823,955 shares issued and outstanding
               
        at June 30, 2024 and December 31, 2023, respectively
   
200,152
     
199,240
 
    Additional Paid-In Capital
   
58,201,140
     
57,985,245
 
    Accumulated Deficit
   
(51,106,221
)
   
(49,826,229
)
    Total Shareholders’ Equity
   
7,295,709
     
8,358,894
 
Total Liabilities and Shareholders’ Equity
 
$
12,611,447
   
$
13,357,614
 



   
TOMI ENVIRONMENTAL SOLUTIONS, INC.
 
   
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
                         
   
For The Three Months Ended
   
For The Six Months Ended
 
   
June 30,
   
June 30,
 
   
2024
   
2023
   
2024
   
2023
 
                         
   Sales, net
 
$
3,013,392
   
$
2,774,699
   
$
4,127,479
   
$
4,356,871
 
   Cost of Sales
   
1,158,876
     
1,074,420
     
1,602,295
     
1,715,355
 
   Gross Profit
   
1,854,516
     
1,700,279
     
2,525,184
     
2,641,516
 
                                 
Operating Expenses:
                               
   Professional Fees
   
84,327
     
111,660
     
282,326
     
248,845
 
   Depreciation and Amortization
   
76,554
     
90,560
     
154,475
     
179,336
 
   Selling Expenses
   
366,265
     
501,045
     
655,334
     
877,698
 
   Research and Development
   
61,614
     
73,728
     
129,585
     
144,248
 
   Consulting Fees
   
23,095
     
68,912
     
136,730
     
144,367
 
   General and Administrative
   
1,120,849
     
943,314
     
2,271,398
     
2,324,108
 
Total Operating Expenses
   
1,732,704
     
1,789,219
     
3,629,848
     
3,918,602
 
Income (loss) from Operations
   
121,812
     
(88,940
)
   
(1,104,664
)
   
(1,277,086
)
                                 
Other Income (Expense):
                               
   Interest Income
   
1,845
     
349
     
11,751
     
1,008
 
   Interest Expense
   
(93,459
)
   
-
     
(187,079
)
   
-
 
Total Other Income (Expense)
   
(91,614
)
   
349
     
(175,328
)
   
1,008
 
                                 
Income (loss) before income taxes
   
30,198
     
(88,591
)
   
(1,279,992
)
   
(1,276,078
)


Provision for Income Taxes (Note 16)
   
-
     
-
     
-
     
-
 
Net Income (loss)
 
$
30,198
   
$
(88,591
)
 
$
(1,279,992
)
 
$
(1,276,078
)
                                 
Net income (loss) Per Common Share
                               
    Basic
 
$
0.00
   
$
(0.00
)
 
$
(0.06
)
 
$
(0.06
)
   Diluted
 
$
0.00
   
$
(0.00
)
 
$
(0.06
)
 
$
(0.06
)
                                 
Basic Weighted Average Common Shares Outstanding
   
19,985,205
     
19,823,955
     
19,946,164
     
19,815,336
 
Diluted Weighted Average Common Shares Outstanding
   
22,133,562
     
19,823,955
     
19,946,164
     
19,815,336
 


                         
   
For The Three Months Ended
   
For The Six Months Ended
 
   
June 30,
   
June 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
Net income (loss)
 
$
30,198
   
$
(88,591
)
 
$
(1,279,992
)
 
$
(1,276,078
)
                                 
   Depreciation and Amortization
   
76,554
     
90,560
     
154,475
     
179,336
 
   Interest Expense
   
93,459
     
-
     
187,079
     
-
 
   Interest Income
   
(1,845
)
   
(349
)
   
(11,751
)
   
(1,008
)
   Other
   
-
     
-
     
-
     
-
 
EBITDA Profit/(Loss)
 
$
198,366
   
$
1,620
   
$
(950,189
)
 
$
(1,097,750
)
                                 
Equity Compensation Expense
   
144,308
     
-
     
144,307
     
158,833
 
Other
   
-
     
-
     
-
     
-
 
Adjusted EBITDA Profit/ (Loss)
 
$
342,674
   
$
1,620
   
$
(805,882
)
 
$
(938,917
)
                                 
Net revenue
 
$
3,013,392
   
$
2,774,699
   
$
4,127,479
   
$
4,356,871
 
Adjusted EBITDA Margin
   
11
%
   
0
%
   
-20
%
   
-22
%
                                 



INVESTOR RELATIONS CONTACT:
John Nesbett/Roz Christian
IMS Investor Relations
tomi@imsinvestorrelations.com

v3.24.2.u1
Document and Entity Information
Aug. 01, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 01, 2024
Entity File Number 000-09908
Entity Registrant Name TOMI Environmental Solutions, Inc.
Entity Central Index Key 0000314227
Entity Incorporation, State or Country Code FL
Entity Tax Identification Number 59-1947988
Entity Address, Address Line One 8430 SPIRES WAY
Entity Address, City or Town FREDERICK
Entity Address, State or Province MD
Entity Address, Postal Zip Code 21701
City Area Code 800
Local Phone Number 525-1698
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol TOMZ
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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