UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM l0-QSB
(Mark One)
(X) QUARTERLY REPORT UNDER SECTlON 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from______ to_____
Commission File Number 33-18582
ITRONICS INC.
(Exact name of small business issuer as specified in its charter)
TEXAS 75-2198369
----- ----------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
6490 S. McCarran Blvd., Bldg C-23, Reno, Nevada 89509
- -----------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number, including area code: (775)689-7696
NO CHANGE
---------
Former name, former address and former fiscal, if changes since last report.
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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 during the past 90 days.
Yes (x) No ( ).
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of October 31, 1999, 69,497,008 shares of common stock were
outstanding.
Transitional Small Business Disclosure Format (Check one): Yes ( ) No (X)
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ITRONICS INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - September 30, 1999
and December 31, 1998 3
Condensed Consolidated Statements of Operations and
Comprehensive Income for the Three and Nine Months
Ended September 30, 1999 and 1998. 5
Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 1999 and 1998. 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis or Plan of
Operation 9
PART II- OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Changes in Securities and Use of Proceeds 15
Item 6. Exhibits and Reports on Form 8-K 16
2
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PART I - FINANCIAL INFORMATIONON
Item 1. Financial Statements
ITRONICS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
ASSETS
Sept. 30, 1999 Dec. 31, 1998
-------------- -------------
CURRENT ASSETS
Cash $ 360,440 $ 348,829
Accounts receivable 172,854 117,397
Notes receivable, subscriptions of stock 12,833 66,325
Marketable equity securities 31,097 -
Inventories 44,509 41,107
Prepaid expenses 82,202 46,945
--------- ---------
Total Current Assets 703,935 620,603
--------- ---------
PROPERTY AND EQUIPMENT
Land 215,000 -
Building 787,526 -
Plant design/construction in progress 474,801 98,358
Leasehold improvements 14,212 14,212
Equipment and furniture 417,397 394,746
Vehicles 69,155 68,273
Equipment under capital lease 584,040 35,189
--------- ---------
2,562,131 610,778
Less: Accumulated depreciation and amort. 330,547 281,433
--------- ---------
2,231,584 329,345
--------- ---------
OTHER ASSETS
Intangibles 69,011 53,379
Note receivable, subscription of stock - 42,340
Investments 45,737 9,250
Deposits 24,532 7,612
--------- ---------
139,280 112,581
--------- ---------
$3,074,799 $1,062,529
========= =========
See Notes to Condensed Consolidated Financial Statements
3
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ITRONICS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
Sept. 30, 1999 Dec. 31, 1998
-------------- -------------
CURRENT LIABILITIES
Accounts payable $ 297,792 $ 152,682
Accrued management salaries 17,916 80,914
Accrued expenses 92,580 103,136
Insurance contracts payable 14,622 19,279
Interest payable 7,525 15,084
Current maturities of long-term debt
and leases 97,543 4,951
Current maturities of advances and
leases from stockholders 42,273 122,282
Other 13,130 6,326
--------- ---------
583,381 504,654
--------- ---------
LONG-TERM LIABILITIES
Long-term debt and leases, less current
maturities 521,205 24,786
Advances and leases from stockholders, less
current maturities 15,175 50,196
Accrued salary due stockholder 33,054 37,200
Deferred gain, less current maturities 36,790 16,111
--------- ---------
Total Long Term Liabilities 606,224 128,293
--------- ---------
1,189,605 632,947
--------- ---------
STOCKHOLDERS' EQUITY
Preferred stock (-0- shares outstanding) - -
Common stock (68,847,008 shares outstanding at
September 30, 1999 and 56,059,727 outstanding
at December 31, 1998) 68,847 56,060
Additional paid-in capital 7,482,241 4,625,194
Accumulated deficit (5,799,419) (4,375,283)
Common stock to be issued 137,057 123,611
Accumulated other comprehensive income (3,532) -
--------- ---------
1,885,194 429,582
--------- ---------
$3,074,799 $1,062,529
========= =========
See Notes to Condensed Consolidated Financial Statements
4
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ITRONICS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30,
------------------ -------------------
1999 1998 1999 1998
REVENUES -------- --------- --------- --------
Fertilizer $ 16,765 $ 17,003 $ 50,374 $ 45,054
Photobyproduct recycling 33,566 35,411 93,101 96,222
Silver 23,610 30,622 94,554 130,293
Mining technical services 229,816 147,052 389,106 297,029
--------- --------- --------- ---------
Total Revenues 303,757 230,088 627,135 568,598
COST OF SALES 367,523 265,883 818,588 668,635
--------- --------- --------- ---------
Gross Profit (Loss) (63,766) (35,795) (191,453) (100,037)
--------- --------- --------- ---------
OPERATING EXPENSES
Depreciation and amort. 24,989 7,938 59,165 23,214
Research and development 15,734 19,715 41,882 61,352
Sales and marketing 261,907 67,056 638,461 180,814
Plant start-up costs 229 14,367 26,935 19,156
General and admin. 154,637 96,671 413,179 272,099
--------- --------- --------- ---------
457,496 205,747 1,179,622 556,635
--------- --------- --------- ---------
Operating Income (Loss) (521,262) (241,542)(1,371,075) (656,672)
--------- --------- --------- ---------
OTHER INCOME (EXPENSE)
Interest expense (28,593) (13,476) (66,767) (35,502)
Interest income 6,058 1,364 13,706 4,686
--------- --------- --------- ---------
Total Other Income
(Expense) (22,535) (12,112) (53,061) (30,816)
--------- --------- --------- ---------
Income (Loss) before
provision for income taxes (543,797) (253,654)(1,424,136) (687,488)
Provision for income taxes - - - -
--------- --------- --------- ---------
Net Income (loss) (543,797) (253,654)(1,424,136) (687,488)
Other comprehensive income
Unrealized gains (losses)
on Securities (8,170) - (3,532) -
--------- --------- --------- ---------
Comprehensive Loss $ (551,967)$(253,654)$(1,427,668)$(687,488)
========= ========= ========= ========
Weighted average number of shares
outstanding (1,000's) 68,267 45,078 64,102 44,278
====== ====== ====== ======
Earnings (loss) per share $(0.0080) $(0.0056) $(0.0222) $(0.0155)
======== ======== ========= ========
See Notes to Condensed Consolidated Financial Statements
5
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ITRONICS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,1999 AND 1998
(UNAUDITED)
Nine Months Ended Sept. 30,
1999 1998
--------- ---------
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
Net income (loss) $(1,424,136) $ (687,488)
Adjustments to reconcile net income
(loss) to cash used by operations
Depreciation and amortization 59,165 23,214
Expenses paid with issuance of
common stock 150,178 104,474
(Increase) decrease:
Trade receivables (43,210) (42,928)
Interest receivable-stock
subscription 917 ( 912)
Marketable equity securities (34,629) -
Inventories (3,402) 13,124
Prepaid and other assets (64,666) 1,801
Increase (decrease):
Accounts payable 145,109 83,854
Accrued expenses and contracts (78,857) 171,794
Accrued interest (7,559) 11,958
--------- ---------
Net Cash Used by Operating
Activities (1,301,090) (321,109)
--------- ---------
CASH FLOWS FROM (FOR) INVESTING
ACTIVITIES
Acquisition of property and
equipment and intangibles (809,281) (65,334)
--------- ---------
CASH FLOWS FROM (FOR) FINANCING
ACTIVITIES
Proceeds from sale of common stock 2,110,839 406,235
Proceeds from debt 179,435 68,527
Payments on debt (168,292) (21,579)
--------- ---------
Net Cash Provided by Financing
Activities 2,121,982 453,183
--------- ---------
Net Increase (Decrease) in
Cash 11,611 66,740
Cash, beginning of period 348,829 29,213
--------- ---------
Cash, end of period $ 360,440 $ 95,953
========= =========
See Notes to Condensed Consolidated Financial Statements
6
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ITRONICS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
1. The unaudited condensed consolidated financial statements printed
herein have been prepared in accordance with the instructions to Form 10-QSB
and do not include all of the information and disclosures required by
generally accepted accounting principles. Therefore, these financial
statements should be read in conjunction with the consolidated financial
statements and related footnotes included in the Company's Form 10-KSB for
the year ended December 31, 1998. These financial statements reflect all
adjustments that are, in the opinion of management, necessary to fairly state
the results for the interim periods reported.
2. The results of operations for the three and nine months ended
September 30, 1999 are not necessarily indicative of the results to be
expected for the full year.
3. On March 31, 1999 the Company's subsidiary, Itronics Metallurgical,
Inc. (IMI), closed escrow on the purchase of a 35,000 square foot
manufacturing facility on approximately three acres of land pursuant to a
lease/option agreement it had entered into in January 1998. The $1,000,000
purchase price was paid with $300,000 cash and $700,000 of the Company's
restricted common stock. In addition, for the nine month period ended
September 30, 1999, a total of $585,000 of equipment was acquired through
financing leases and $65,033 was financed from sale/leasebacks of computer
and office equipment.
4. Following is financial information for each of the Company's segments.
No changes have occurred in the basis of segmentation since December 31,
1998. Cost allocation percentages were reviewed during the second quarter of
1999, resulting in a greater percentage of corporate marketing and
administrative costs being allocated to the photobyproduct fertilizer segment
to reflect the increased emphasis on that segments activities. Reconciliation
of segment revenues and operating income (loss) to the respective
consolidated amounts and to consolidated income (loss) before taxes:
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30,
------------------ -------------------
1999 1998 1999 1998
--------- --------- --------- ---------
Revenues:
Photobyproduct Fertilizer $ 73,941 $ 83,036 $ 238,029 $ 271,569
Mining Technical Services 229,816 147,052 389,106 297,029
-------- -------- -------- --------
Consolidated Revenues $ 303,757 $ 230,088 $ 627,135 $ 568,598
======== ======== ======== ========
Operating Income (Loss):
Photobyproduct Fertilizer $(463,110) $(201,374)$(1,155,636) $(535,588)
Mining Technical Services (58,152) (40,168) (215,439) (121,084)
-------- -------- --------- --------
Consolidated Operating
Income (Loss) (521,262) (241,542) (1,371,075) (656,672)
Other Income (Expense) (22,535) (12,112) (53,061) (30,816)
-------- -------- --------- --------
Consolidated Net Income
(Loss) before taxes $(543,797) $(253,654)$(1,424,136) $(687,488)
======== ======== ========= ========
7
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ITRONICS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
Identifiable assets by business segment for the major asset classifications
and reconciliation to total consolidated assets:
September 30, 1999 December 31, 1998
------------------ -----------------
Current Assets:
Photobyproduct Fertilizer $ 226,729 $ 103,692
Mining Technical Services 292,456 121,171
--------- ---------
519,185 224,863
--------- ---------
Property and Equipment, net:
Photobyproduct Fertilizer 2,082,825 276,920
Mining Technical Services 148,759 52,425
--------- ---------
2,231,584 329,345
--------- ---------
Other Assets, net:
Photobyproduct Fertilizer 22,558 13,943
Mining Technical Services 2,838,228 3,107,185
--------- ---------
2,860,786 3,121,128
--------- ---------
Total Assets:
Photobyproduct Fertilizer 2,332,112 394,555
Mining Technical Services 3,279,443 3,280,781
--------- ---------
Total Segment Assets 5,611,555 3,675,336
Itronics Inc. assets 9,172,115 6,746,058
Less: intercompany elimination (11,708,871) (9,358,865)
---------- ---------
Consolidated Assets $ 3,074,799 $1,062,529
========== =========
8
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Item 2. Management's Discussion and Analysis or Plan of Operations
I. Results of Operations
The Company reported a net loss of $543,797 or $0.0080 per share for the
quarter ended September 30, 1999, compared to a net loss of $253,654 or
$0.0056 per share for the comparable 1998 period. For the first nine months
of 1999 the loss was $1,424,136 or $0.0222 per share, compared to a loss of
$687,488 or $0.0155 per share for the 1998 comparable period. The primary
factor contributing to the increased loss for the quarter was increased
operating costs of $251,700. The increased operating costs are due primarily
to increased corporate and product marketing and administration costs for
financial management. The purpose of the substantial change in cost structure
is to convert the photobyproduct fertilizer segment from a small scale
semi-works operation to full commercial scale operation. Management focus is
now on completing the move to the new plant and completing the corporate
management team and computer systems infrastructure needed to obtain, and
manage, substantial sales growth.
To provide a more complete understanding of the factors contributing to the
changes in sales, operating expenses and the resultant operating loss, the
discussion presented below is separated into the Company's two operating
segments.
PHOTOBYPRODUCT FERTILIZER
This segment, known as Itronics Metallurgical, Inc., operates a semi-works
photobyproduct recycling plant, which includes related silver recovery. As
part of the recycling process, the Company is manufacturing and marketing a
line of liquid fertilizer products which are being introduced into the turf
and horticultural markets in California and Nevada. Revenues are generated
from photobyproduct management services, and silver and fertilizer sales.
Fertilizer sales are in the start-up phase and are expected to expand to a
commercial level once manufacturing is relocated to the new facility which
was acquired during the first quarter of 1999.
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
---------------------------- ---------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
Sales revenue $ 73,941 $ 83,036 $ 238,029 $ 271,569
Operating income
(loss) $(463,110) $ (201,374) $ (1,155,636) $ (535,588)
Total segment sales for the third quarter of 1999 were approximately $73,900,
compared to $83,000 for the comparable quarter of 1998, a decrease of 11%.
Fertilizer sales for the quarter were approximately $16,800, compared to
$17,000 for the 1998 third quarter, a nominal decrease. Photobyproduct
recycling revenue for the quarter decreased by $1,800 on an increased volume
of 3.5%, compared to the third quarter of 1998. Silver sales decreased $7,000
from the third quarter of 1998, a decrease of 23%, due to a combination of
fewer ounces sold, primarily in film sales, and lower silver prices. Sales
growth will continue to be limited until the new plant is operational. Cost
of sales for the third quarter of 1999 increased $29,300 from the 1998 third
quarter. The increase includes $9,800 in payroll costs. The increased payroll
costs reflects the limited space conditions in the pilot plant, causing
inefficient handling of materials. Moving to the commercial scale plant,
combined with much larger capacity equipment, is expected to substantially
improve labor productivity. These factors resulted in a gross loss of $88,800
for the third quarter of 1999, compared to a gross loss of $50,400 for the
third quarter of 1998.
9
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Segment operating expenses increased approximately $223,400 over the third
quarter of 1998, due primarily to increases of $173,400 in sales and
marketing and $53,800 in general and administration. The increase in sales
and marketing reflects expenditures for corporate marketing, establishment
of a fertilizer sales department, greater participation in industry trade
shows, and the ongoing introduction of Gold'n Gro fertilizer products to the
Western Farm Services sales force in California and introduction of a Gold'n
Gro fertilizer sales program in Northern Nevada. The increase in general and
administration reflects $43,200 in payroll and consulting costs related to
financial management and establishment of a computer systems infrastructure.
These factors resulted in a 1999 third quarter segment operating loss of
$463,100, compared to a loss of $201,400 for the third quarter of 1998, an
increased operating loss of $261,700.
For the first nine months of 1999, segment sales totaled $238,000, compared
to $271,600 for the first nine months of 1998, a decrease of 12%. Operating
loss for the first nine months of 1999 was approximately $1,155,600, compared
to $535,600 for the first nine months of 1998. The primary factor
contributing to the larger loss was increased operating costs related to
converting the segment from an R&D stage to a commercial stage.
MINING TECHNICAL SERVICES
This segment, known as Whitney & Whitney, Inc., provides mining and materials
management, geology, engineering and economics consulting, and publishes
specialized mineral economics and materials financial reports. It employs
technical specialists with expertise in the areas of mining, geology, mining
engineering, mineral economics, materials processing and technology
development. Technical services have been provided to many of the leading
U.S. and foreign mining companies, several public utilities with mineral
interests, to various state agencies, the U.S. and foreign governments, and
the United Nations and the World Bank.
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
---------------------------- ---------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
Sales revenue $ 229,816 $ 147,052 $ 389,106 $ 297,029
Operating income
(loss) $ (58,152) $ (40,168) $ (215,439) $ (121,084)
Mining technical services revenue was approximately $229,800 for the quarter
ended September 30, 1999, compared to $147,100 for the comparable quarter of
1998, an increase of $82,800, or 56%. The sales increase reflects the
addition of a new gold mining exploration client late in the first quarter
of 1999 and increased activity on two existing projects. This new client has
the potential to develop into a significant long term client relationship.
Cost of sales increased by $72,400, due to an increase of $68,500 in pass
through costs related to the additional project activity. These factors
resulted in a gross profit for the segment of $25,000, compared to $14,600
for the prior year third quarter.
Segment operating expenses increased by $28,400 due primarily to an increase
of $21,500 in sales and marketing costs. The increase in sales and marketing
expense reflects both the allocable portion of increased corporate marketing
and increased efforts in marketing technical services.
10
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The combination of these factors resulted in a 1999 third quarter segment
operating loss of $58,200, compared to a loss of $40,200 for the third
quarter of 1998, an increased operating loss of $18,000.
For the first nine months of 1999, segment revenue totaled $389,100,
compared to $297,000 for the first nine months of 1998, an increase of 31%.
Operating loss for the period was $215,400, compared to an operating loss of
$121,100 for the comparable 1998 period. The primary factor contributing to
the decline was increased expenditures for marketing and financial management.
SUMMARY
On a consolidated basis, the various changes in revenues and operating
expenses resulted in a third quarter 1999 operating loss of $521,300,
compared to an operating loss of $241,500 for the third quarter of 1998, an
increased loss of $279,700. Consolidated operating loss for the first nine
months of 1999 was $1,371,100, compared to $656,700 for the first nine months
of 1998.
II. Changes in Financial Condition; Capitalization
Cash amounted to $360,440 as of September 30, 1999, compared to $95,953 as of
September 30, 1998. In February 1999 the Company began the Final Tranche of
the 1998 Private Placement Offering to raise $780,000 in equity capital.
During the first nine months of 1999, a combined total of $2,110,800 was
received from the Private Offering and the exercise of warrants from the
1998 and previous offerings. Of this amount, $1,301,000 was used to finance
operations and $809,000 was invested in property and equipment and
intangibles.
Total assets increased during the nine months ended September 30, 1999 by
approximately $2,012,300 to $3,074,800. Current assets increased
approximately $83,300 due to increases in accounts receivable of $55,500,
marketable securities of $31,100, and prepaid expenses of $35,300. These
increases were partially offset by a decrease of $53,500 in notes receivable
from stock subscriptions. The increase in accounts receivable reflects
increased consulting activity and related pass through costs. Current
liabilities increased by approximately $78,700 and total liabilities
increased by $556,700. The increase to total liabilities is related primarily
to long term lease financing of $650,000 in equipment, which was partially
offset by reductions of $82,400 in the various accrued expenses, and debt
payments of $168,300. Total liabilities also increased due to an increase in
accounts payable of $145,100, which includes $54,300 in pass through costs
related to increased consulting activity and $70,300 in current billings and
retention due the primary contractor on the Reno/Stead plant construction
project.
III. Working Capital/Liquidity
The various increases and decreases in the components of current assets and
liabilities discussed above resulted in net working capital of $120,554 as of
September 30, 1999. The 1998 Private Placement was completed on June 30,
1999. Warrant exercises from that and previous offerings are ongoing. In
addition, the Company is continuing its program of preserving working capital
through payment of labor and consulting services with common shares.
IV. New Developments
As noted above, the Reno/Stead manufacturing plant purchase was completed on
March 31, 1999. Financing for the majority of the manufacturing equipment is
in place and most of the equipment has been delivered to the plant.
Originally, it was planned to move the pilot plant equipment to the new
facility in much the same configuration as the existing plant, with some
additional equipment for increased production capacity. However, market
acceptance of the Gold'n Gro fertilizer products and regulatory changes in
California and Oregon that are tightening liquid photochemical waste disposal
requirements have shown the need for significantly expanded production
capacity. Consequently, the basic concept for the plant configuration has
been redesigned.
11
<PAGE>
In addition, the building and fire codes and federal hazardous material
regulations have all changed in recent months. Consequently, the permitting
process has been slowed while the regulatory agencies develop and implement
guidelines for the new rules.
In late October 1999, the final necessary building permits were received and
regulatory approval was obtained to start up operations in the photochemical
receiving and processing and silver refining areas. Equipment from the
existing pilot plant is being moved to, and installed in, the new plant in
stages to minimize the impact on existing operations. The final step will be
to move the fertilizer manufacturing operations to the new plant. The final
occupancy permit will be issued by the City of Reno after all equipment moved
from the pilot plant location is installed at Stead. The new manufacturing
facility will be fully operational in time to meet the spring fertilizer
sales season beginning in late January 2000.
The new federal hazardous materials regulations have significantly reduced
the amount of heavy metals allowed in secondary materials that are applied
to the land. The percentage of reduction in allowed metal content is from
86% to 98% depending upon which standard is applied. The other major impact
of the new regulations is that all secondary materials now appear to be
regulated. Many fertilizer products are derived from heavy metal bearing
secondary materials which suggests that the new guidelines may have a major
long term impact on the way that fertilizers are manufactured and the types
of materials used in the manufacturing process.
Another area of potentially significant impact is on sewage sludge(biosolids)
generated by municipal sewage treatment plants(POTW's). In recent years many
POTW's have shifted to application of biosolids to the land as a soil
amendment and a method of disposal. Biosolids of many POTW's do not meet
the allowed heavy metal content under federal EPA regulations and so are
disposed at solid waste disposal sites. The land applied and solid waste
disposal biosolids are regulated under the new standards that apply a 96%
reduction of allowed heavy metal content. The result is that these biosolids
will now have to be disposed at licensed hazardous waste disposal sites
while the municipalities find ways to reduce the amount of heavy metals
being disposed to sewer.
The long term impact of the new regulations as they apply to POTW biosolids
will be very significant in that municipalities will now have strong economic
justification to apply source control measures in their communities. In most
cases discharge of heavy metal bearing waste streams to sewer will probably
have to be banned. This is significant for used photochemicals. It is
estimated that more than 100 million gallons of used photochemicals are
generated annually in the United States. It is also estimated that more
than 70% of these used photochemicals are discharged to sewer. If the new
heavy metal content rules are enforced, then most communities will have to
ban the discharge of heavy metal bearing metal waste streams, including
photochemicals, to sewer. As the new rules are enforced and communities
respond, accelerated tightening of sewer discharge rules can be expected.
This should substantially improve the attractiveness of Itronics' "beneficial
use photochemical recycling program" to municipalities throughout the United
States.
During the second quarter the Company completed a review of its quality
control procedures and processing records for the prior year. It appears
that established operational procedures are sufficient to meet the new
tighter requirements, but quality control procedures are being tightened to
reduce the fluctuations that normally occur when processing the used
photographic chemicals. It is the Company's belief that many existing
operators will not be able to easily meet the new requirements and that some
operators will not be able to meet them at all. It is also the Company's
belief that the newly tightened regulations will make it quite difficult for
anyone to develop new fertilizer products from photochemical waste materials,
reducing the likelihood that the Company's technology will be duplicated by
a U.S. based competitor.
12
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The new fire code and building code regulations have the effect of bringing
all chemical materials under regulation. The rules are very detailed and
require a level of operational and organizational planning that was not
previously required. The application of the rules is very broad and applies
to all chemicals used in a business operation. These new guidelines apply
to all new or used buildings in which operations are moving, starting up, or
expanding. The Company believes that because of the extreme detail of
planning and disclosure required by the new regulations, the zoning and
operational permits for a new plant will begin to have significant value as
compared to the recent past. It is quite likely that the permits could
become as valuable as the land to which the permits apply. The other result
of the new fire and building code regulations is that the time required to
obtain needed permits for any operation that handles or uses chemicals will
be greatly increased, making it difficult or impossible to rapidly build new
facilities in new locations.
The permitting knowledge being gained at this stage of Itronics' development
is leading to a re-evaluation of the company's expansion plans. It is clear
that some significant changes in corporate growth strategy are required if
the Company is going to achieve a rapid growth rate with the new regulations
that are in place. One of the obvious changes is that acquisition of
already permitted facilities, or businesses with already permitted
facilities, is going to be the most efficient method for rapid geographical
expansion within the United States.
The Company will be revising its business plan during the fourth quarter of
this year, and shareholders will be informed if significant changes in the
expansion plans are deemed necessary to achieve the growth objectives that
have been established.
During the second quarter the Company announced that sales of systems
designed to inject liquid fertilizer into irrigation lines (injector systems)
had been initiated. The Company is negotiating a sales agreement with the
manufacturer of the injection systems and plans to use the sales of the
injector systems as a lead to establishing volume sales of Gold'n Gro liquid
fertilizer products to golf courses, wine grape growers, and citrus growers.
The dollar value of individual injector systems will range between $5,000
and $50,000 and will make a meaningful contribution to sales. Systems with a
gross installed value exceeding $200,000 were quoted to prospective golf
course customers. These proposals are actively being reviewed by the golf
courses and it appears that several of the proposals will be accepted in the
first quarter of 2000.
Golf courses with injector systems will typically purchase 1,000 gallons of
fertilizer at a time. Several golf courses are evaluating bulk applications,
but up to now, only two of the golf courses using or evaluating Gold'n Gro
products have become steady large volume users. However, field application
results are continuing to be quite positive and several of the courses
presently using the products for tank sprayer application are actively
considering shifting to larger volume usage by acquiring and installing an
injector system. It is anticipated that each golf course that buys and
utilizes an injector system for fertigation would use between 3,000 gallons
and 6,000 gallons of Gold'n Gro liquid fertilizer products per year. The
announced Stead manufacturing plant capacity is in the range of 30,000 to
70,000 gallons of Gold'n Gro products per month. It would only take 60 to
120 bulk user golf courses to utilize the announced capacity. There are more
than 900 golf courses in California and Nevada alone. It is apparent that
the Stead manufacturing plant may need to be expanded within a relatively
short period of time if the high level of Gold'n Gro product acceptance
continues.
The Gold'n Gro products continue to be used or tested by more than 100 golf
courses in California, up from four courses in June 1998. Sales efforts in
northern Nevada were initiated during the first quarter, resulting in 15
golf courses now using or testing the Gold'n Gro fertilizer products.
Sales within the established customer base are continuing to expand and the
pilot plant is presently operating at its maximum capacity, so additional
bulk fertilizer sales are being delayed until occupancy of the new plant is
achieved.
13
<PAGE>
During the quarter work continued on used photochemical supply development.
New customers have been qualified and are now being added to the service
base in the northern California market. It is anticipated that within a
short period of time after occupancy of the new plant is achieved, the used
photochemical supplies will increase in the range of 30 to 50%. It appears
that used photochemical supplies will be more than adequate to meet the
needs for Gold'n Gro fertilizer manufacturing.
During the quarter work also continued on developing the service center
concept that will be applied to expand the supplies of photochemical raw
materials. The Company's focus for development of new supplies is northern
California and Oregon. The service centers will be diversified collection
and photochemical supply operations that will be linked to a distillation
operation for reducing the bulk volume of liquid that will be shipped to
Reno/Stead for processing. Work is underway to develop the business
relationships necessary for the first service centers in northern California
to be established. Planning is also underway to develop a service center in
the vicinity of Portland, Oregon. It is also expected that the Company will
soon begin handling used phosphoric acid produced by some of the computer
chip manufacturers in the silicon forest south of Portland.
Late in the second quarter, a sales program for the "Silver Nevada Miner"
5 oz. silver bars was initiated. A silver quote and price section was added
to the Company's web page and the Silver Nevada Miner bars are now advertised
with a banner in that section. The response to this initial marketing has
been positive and it is anticipated that addition of the bars to the silver
product line will provide a meaningful increase in silver sales beginning in
the fourth quarter.
Establishment of a computer network/communication system was initiated during
the second quarter. All of the computer hardware has been received and
installation of the network is complete. Development planning is now
underway for a more complete information management system for the Company.
It is believed that this communication system approach is critical to
facilitate rapid growth. It is also believed that the new systems, when
installed and operational, will have sufficient expandability to support the
Company into the $100 to $150 million annual sales range.
V. Year 2000 Assessment
The Company is assessing the potential effects of the Year 2000 issue on the
Company's operations. The assessment is in two parts. First, an evaluation of
the Company's computer systems and equipment with embedded computer chips
for Year 2000 compliance. The majority of the Company's computers and
software have been acquired within the last year. Therefore, management
anticipates only minor Year 2000 compliance problems with its computer
systems.
The second part of the assessment process involves the Year 2000 readiness
of third parties. There are two primary issues related to the evaluation of
the potential impact on the Company.
First, interruption of the services provided by local public utilities,
namely power and telephone service, would have a material negative impact on
the Company's operations. Based on attendance at seminars and public reports,
management believes that the local utility service providers are actively
working on their Year 2000 compliance issues. At this time, management
believes that no interruption of service will occur.
Second, significant Year 2000 problems with the Company's major customers
and suppliers could have a material negative impact on the Company's
operations. At the present time, there are two major customers in the
photobyproduct fertilizer segment and three major customers in the Company's
mining technical services segment. The Year 2000 assessment process involves
discussing the issue with these customers and evaluating the impact their
operations could have on the Company's operations. No significant problems
with these customers are anticipated at this time.
14
<PAGE>
Based on current information, management does not anticipate the Year 2000
issue will have a material impact on the Company's operations.
VI. Forward-Looking Statements
The statements in this Form 10-QSB that are not historical facts or
statements of current status are forward-looking statements (as defined in
the Private Securities Litigation Reform Act of 1995) that involve risks and
uncertainties. Actual results may differ materially.
PART II- OTHER INFORMATION
Item 1. Legal Proceedings
1. The former president of Seahawk, Inc. (Seahawk) filed suit on June 30,
1995 in the Superior Court of California, County of Orange, against the
Company, W&W, and several W&W employees, alleging libel and slander
resulting from consulting work W&W had done for Seahawk. The suit sought
unspecified damages to be proven at trial, plus punitive or exemplary
damages. W&W's liability insurance carrier defended against the suit, and in
March 1997, the suit was dismissed. The individual has filed an appeal of
the dismissal. In February 1997, this individual served a second suit that
includes the Company, W&W, and a key employee as codefendants, along with
several unrelated parties. The suit alleges breach of contract and other
causes of action and seeks in excess of $5 million plus punitive damages.
The Company's liability insurance carrier has agreed to assume the defense
of this action with a reservation of rights, including the right to disclaim
insurance coverage. Management believes the allegations are without merit
and is vigorously defending against the suit.
In May 1998 agreement was reached with the plaintiff that if the appeal of
the first suit fails, the second suit will be dropped. Due to a civil court
backlog, the appeal hearing has been delayed for at least a year. As of the
date of this report, a hearing date has not been set.
Item 2. Changes in Securities and Use of Proceeds
(c) Recent Sales of Unregistered Securities:
Following is a summary of sales of unregistered securities for the three
months ended September 30, 1999. All securities were issued as restricted
common shares which are subject to Rule 144 of the Securities and Exchange
Commission. Generally, Rule 144 requires shareholders to hold the shares for
a minimum of one year before sale. In addition, officers, directors and more
than 10% shareholders are further restricted in their ability to sell such
shares. There have been no underwriters of these securities and no
commissions or underwriting discounts have been paid.
Shares Issued Value Received
------------- --------------
Private placement for cash 413,250 $ 145,000
Exercise of warrants for cash 580,000 130,000
Investment in securities 48,000 24,000
Operating expenses 4,285 1,500
Interest on accrued management salaries 2,579 903
Current labor services of management,
directors and consultants 92,789 32,475
---------- ----------
1,140,903 $ 333,878
========== ==========
The above transactions qualified for exemption from registration under
Sections 3(b) or 4(2) of the Securities Act of 1933. Private placements for
cash were non-public transactions. The Company believes that all such
investors are either accredited or, either alone or with their purchaser
representative, have such knowledge and experience in financial and business
matters that they are capable of evaluating the merits and risks of the
prospective investment.
15
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(b) No reports on Form 8-K were filed by the Company during the quarter
ended September 30, 1999.
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.
ITRONICS INC.
DATED: November 13, 1999 By: /S/JOHN W. WHITNEY
------------------
John W. Whitney
President, Treasurer and
Director(Principal Executive
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,this
Report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated
DATED: November 13, 1999 By: /S/JOHN W. WHITNEY
------------------
John W. Whitney
President, Treasurer and
Director
(Principal Executive Officer)
DATED: November 13, 1999 By: /S/MICHAEL C. HORSLEY
---------------------
Michael C. Horsley
Controller
(Principal Accounting Officer)
16
<PAGE>
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR THE PERIOD ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
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<FISCAL-YEAR-END> DEC-31-1999
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