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UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
INTERNATIONAL FOAM SOLUTIONS, INC.
FLORIDA 65-0412538
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1885 SOUTHWEST 4TH AVENUE, BUILDING B-3, DELRAY BEACH, FLORIDA 33444
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Address of principal executive offices (Zip code)
(561) 272-6900
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Registrant's telephone number, including area code
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(1) Registrant 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 1 [X] Yes [ ] No 2. Yes [X] No [ ]
As of August 31, 2000, there were 18,369,252 shares outstanding of issuer's
common stock.
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INTERNATIONAL FOAM SOLUTIONS, INC.
INDEX TO FINANCIAL STATEMENTS
Page
----
Balance Sheet (Unaudited) 3
Statements of Operations (Unaudited) 4
Statements of Cash Flows (Unaudited) 5
Notes to Financial Statements 6
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PART 1 - FINANCIAL STATEMENTS
INTERNATIONAL FOAM SOLUTIONS, INC.
<TABLE>
<CAPTION>
Balance Sheet
(Unaudited)
June 30, 2000
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<S> <C>
ASSETS
Current
Cash $ 1,954
Accounts receivable, net of $32,000 allowance for doubtful accounts 22,656
Inventories 298,663
Prepaid expenses and other current assets 15,805
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Total current assets 339,078
Property and equipment, net 160,586
Patents, less accumulated amortization of $102,551 131,720
Deposits and other 19,556
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$650,940
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Liabilities and Stockholders' Deficit
Current Liabilities
Current maturities of notes payable $261,881
Accounts payable 347,130
Accrued payroll 151,757
Accrued legal settlement 39,614
Other accrued expenses 15,182
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Total current liabilities 815,564
Notes payable, less current portion 253,871
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Total liabilities 1,069,435
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Stockholders' Deficit
Common stock, par value $.01, 50,000,000 shares authorized,
18,369,252 shares issued and outstanding 183,693
Additional paid-in capital 6,241,932
Accumulated deficit (6,556,752)
Note receivable secured by 1,913,525 shares of common stock (287,210)
Treasury stock, at cost (39,764 shares) (158)
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Total stockholders' deficit (418,495)
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$ 650,940
============
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
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INTERNATIONAL FOAM SOLUTIONS, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
For the For the For the For the
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
SALES $ 32,283 $ 20,411 $ 61,607 $ 33,219
COST OF SALES 13,758 16,870 36,727 24,307
----------- ----------- ----------- -----------
GROSS PROFIT 18,525 3,541 24,880 8,912
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OPERATING EXPENSES:
SELLING, GENERAL AND ADMINISTRATIVE 190,252 141,676 352,690 351,313
DEPRECIATION AND AMORTIZATION 14,355 14,355 28,712 28,549
----------- ----------- ----------- -----------
TOTAL OPERATING EXPENSES 204,607 156,031 381,402 379,862
INTEREST EXPENSE 14,155 16,959 21,809 20,802
----------- ----------- ----------- -----------
NET (LOSS) $ (200,237) $ (169,449) $ (378,331) $ (391,752)
----------- ----------- ----------- -----------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 18,346,505 11,797,927 17,935,385 10,667,204
NET (LOSS) PER COMMON SHARE (.01) (.01) (.02) (.04)
----------- ----------- ----------- -----------
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
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INTERNATIONAL FOAM SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
For the For the
Six Six
Months Ended Months Ended
June 30, June 30,
2000 1999
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<S> <C> <C>
OPERATING ACTIVITIES:
NET LOSS $(378,331) $(391,752)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH (USED IN) OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 28,712 28,549
(INCREASE) DECREASE IN ACCOUNTS RECEIVABLE (13,302) 8,849
DECREASE IN INVENTORIES 45,128 15,221
(INCREASE) DECREASE IN DEPOSITS AND OTHER (4,371) (717)
(DECREASE) INCREASE IN ACCOUNTS PAYABLE 83,933 (60,962)
INCREASE (DECREASE) IN ACCRUED EXPENSES AND OTHER 47,870 81,270
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TOTAL ADJUSTMENTS 187,970 72,210
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NET CASH USED IN OPERATING ACTIVITIES (190,361) (319,542)
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INVESTING ACTIVITIES:
REDUCTION IN NOTES RECEIVABLE 30,000 --
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FINANCING ACTIVITIES:
PROCEEDS FROM NOTES PAYABLE 160,000 --
PAYMENTS OF NOTES PAYABLE (7,346) (65,546)
PROCEEDS FROM ISSUANCE OF COMMON STOCK -- 403,124
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NET CASH PROVIDED BY FINANCING ACTIVITIES 152,654 337,578
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NET INCREASE (DECREASE) IN CASH (7,707) 18,036
CASH AT BEGINNING OF PERIOD 9,661 1,145
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CASH AT END OF PERIOD $ 1,954 $ 19,181
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SUPPLEMENTAL DISCLOSURES:
CASH PAID FOR INTEREST $ 21,809 $ 20,802
CASH PAID FOR TAXES $ -- $ --
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SUPPLEMENTAL NON-CASH TRANSACTIONS:
ISSUANCE OF COMMON STOCK IN SATISFACTION OF ACCRUED
COMPENSATION $ 118,161 $ 160,000
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ISSUANCE OF COMMON STOCK IN LIEU OF PAYMENT OF NOTE
PAYABLE $ 21,263 $ --
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ISSUANCE OF COMMON STOCK IN SATISFACTION OF ACCRUED
LEGAL SETTLEMENT $ 5,886 $ --
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ISSUANCE OF COMMON STOCK IN SATISFACTION OF TRADE
ACCOUNTS PAYABLE $ 4,200 $ --
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</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
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INTERNATIONAL FOAM SOLUTIONS, INC.
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
1. FINANCIAL STATEMENTS
In the opinion of the Company, the accompanying unaudited financial
statements have been prepared in accordance with the instructions to Form 10-QSB
and include all adjustments (consisting only of normal recurring accruals) which
are necessary for a fair presentation of the results for the periods presented.
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these financial statements be read in
conjunction with the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999. The results of operations for the six months ended June 30,
2000 are not necessarily indicative of the results to be expected for the full
year.
2. EARNINGS PER SHARE
Net loss per share of common stock is based on the weighted average number of
common shares outstanding during each period. Diluted loss per share of common
stock is computed on the basis of the weighted average number of common shares
and diluted options and warrants outstanding. Dilutive options and warrants
have an anti-dilutive effect and are therefore excluded from the calculation.
3. NOTES PAYABLE
On May 11, 2000, the Company borrowed $60,000, bearing interest at 10%,
payable on or before August 31, 2000. The note is secured by the Company's
equipment and by personal guarantees of the Company's Chief Executive Officer
and the Company's President. As of the date of this filing, this loan is past
due and accrues interest at 18% per year rate.
4. NEW ACCOUNTING STANDARDS
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, Accounting for Certain Transactions Involving Stock
Compensation, an interpretation of APB Opinion No. 25. The Company adopted the
Interpretation on July 1, 2000. The Interpretation requires, among other things,
that stock options that have been modified be accounted for as variable.
Management anticipates the implementation of FASB Interpretation No. 44 will not
have a material effect on the Company's financial position or results of
operations.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS.
INTRODUCTORY STATEMENTS
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS.
This Quarterly Report contains forward-looking statements, including
statements regarding, among other things, (a) the growth strategies of
International Foam Solutions, Inc. (the "COMPANY"), (b) anticipated trends in
the Company's industry, (c) the Company's future financing plans and (d) the
Company's ability to obtain financing and continue operations.
In addition, when used in this Quarterly Report, the words "believes,"
"anticipates," "intends," "in anticipation of," and similar words are intended
to identify certain forward-looking statements. These forward-looking statements
are based largely on the Company's expectations and are subject to a number of
risks and uncertainties, many of which are beyond the Company's control. Actual
results could differ materially from these forward-looking statements as a
result of changes in trends in the economy and the Company's industry,
reductions in the availability of financing and other factors. In light of these
risks and uncertainties, there can be no assurance that the forward-looking
statements contained in this Quarterly Report will in fact occur. The Company
does not undertake any obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect any
future events or circumstances.
GOING CONCERN
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. This basis of accounting contemplates
the recovery of the Company's assets and the satisfaction of its liabilities in
the normal course of operation. The Company's ultimate ability to attain
profitable operations is dependent upon obtaining additional financing adequate
to complete its marketing and promotional activities, and to achieve a level of
sales adequate to support its cost structure. Through June 30, 2000, the Company
has incurred losses totaling $6,556,752, is in default of its debt and has not
had significant sales, all of which raise substantial doubt about the Company's
ability to continue as a going concern.
As previously reported in its Form 10-KSB ("FORM 10-KSB") for the year
ended December 31, 1999, the Company needed to increase the sales of the
Company's product and raise additional capital to continue its operations.
Management believes that significant resources will be available from private
and public sources in 2000 to continue the marketing of its product. Management
has established plans designed to increase the sales of the Company's products.
Management intends to seek new capital from new equity securities offerings that
will provide funds needed to increase liquidity, fund internal growth and fully
implement its business plan. The Company has no commitment for any additional
capital and no assurances can be given that the Company will be successful in
raising any new capital. The Company's inability to increase its sales and/or to
raise new capital will have a material adverse effect on the Company's ability
to continue its operations and financial condition and on its ability to
continue as a going concern. See "Management's Plan of Operations and Discussion
and Analysis - Liquidity and Capital Resources."
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SIGNIFICANT PLANT OR EQUIPMENT PURCHASES. The Company does not currently
anticipate any significant plant or equipment purchases during the next twelve
months.
MANAGEMENT'S DISCUSSION AND ANALYSIS
SALES
For the six months ended June 30, 2000, sales increased by approximately $28,000
from the comparable period in 1999. This increase which in absolute dollars is
not a significant increase over the prior period, is partially attributable to
the increased sales activity by management.
COST OF SALES
The increase in cost of sales is consistent with the increase in sales.
The gross profit margin increased by 14%, which was as a result of the mix of
product sold. During the six months ended June 30, 2000 the Company sold more
commercial machines and more styro solve solution products over the comparable
period in 1999 at higher gross profits.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses did not change significantly
between periods.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization did not change significantly between periods.
INTEREST EXPENSE
Interest expense did not change significantly between periods.
LIQUIDITY AND CAPITAL RESOURCES
During the six month period ended June 30, 2000, the net cash used in operating
activities aggregated $190,361 which resulted in an improvement of $129,181 over
the comparable period in 1999. This was largely attributable to an increase in
accounts payable. The Company's net cash provided by financing activities
aggregated $152,654 during the six months ended June 30, 2000, consisting of net
proceeds from notes payable. During the six months ended June 30, 1999, the
Company's net cash provided by financing activities aggregated $337,578
consisting primarily of proceeds from issuance of common stock less payments of
notes payable of $65,546.
Since inception, the Company has relied principally upon the proceeds of private
equity financings/loans to fund its working capital requirements and capital
expenditures. No significant revenues from operations have been generated to
date.
The Company must obtain additional capital in order to increase marketing and
sales efforts and to fill production orders. The Company intends to raise
additional capital through the issuance of common stock, loans, and/or to enter
into arrangements for such purposes with third parties. There is no assurance
that the Company will be able to raise such additional capital or that, if
available, the terms of such financing will be commercially acceptable to the
Company.
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CAPITAL EXPENDITURES
No significant capital additions were made during the comparable periods in 2000
and 1999.
INFLATION
The Company has not been materially affected by the impact of inflation.
PART II
ITEM 1. LEGAL PROCEEDINGS
Greenfield v. IFS, et al., case no. 98-005083 in the Palm Beach Circuit Court.
This case was dismissed without prejudice by the Court.
Florida First Capital Finance Corporation v. IFS, et al., case no.
C1099-371-35, Orange County Circuit Court. On August 21, 2000, the Court
entered summary judgment in favor of Florida First Capital Finance Corporation
for the unpaid balance of the note plus fees and costs. The exact amount of the
judgment is currently unknown, but is approximated at $178,000. IFS is making
arrangements to satisfy this judgment, although no assurances can be given that
it will be successful in obtaining financing to pay the judgment.
Dichiara v. IFS, case number CL 98-9930 AH, in the Palm Beach County Circuit
Court. IFS and Mr. Dichiara are in the process of resolving their disputes and
IFS believes that a resolution should occur before September 14, 2000, although
the terms are expected to be confidential. Trial in the matter is currently set
for September 14, 2000.
Israel Discount Bank, Ltd. v. IFS, et al., case number 00-20363, in the Dade
County Circuit Court. On August 22, 2000, the Plaintiff sued IFS, a related
entity and Mr. Katz and Mrs. Iovino (officers and directors of the Company) for,
essentially, breaching a promissory note. Israel Discount Bank loaned funds to
IFS and this loan was personally guaranteed by Mr. Katz and Mrs. Iovino. The
outstanding balance of the loan is $72,152.49. The Company is currently
negotiating arrangements with unrelated financing entities to satisfy this loan,
although no assurances can be given that it will be successful in obtaining
financing to pay the loan, in whole or in part.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
IFS incorporates by this reference the matters previously disclosed in the
"Legal Proceedings" section of its 10-SB filed on November 23, 1999 and its
10-KSB filed on June 2, 2000. There have been no material changes in such
matters except as disclosed in Item 1, Part II above.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
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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.
International Foam Solutions, Inc.
Dated: September 7, 2000 /s/ Harvey Katz
-----------------------------------
Harvey Katz, CEO
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