FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15 (d)
Of the Securities and Exchange act of 1934
For Quarter Ended September 30, 1997
Commission file number 0-14119-NY
Polymer Research Corp. of America
(Exact name of registrant as specified in its charter)
New York 11-2023495
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
2186 Mill Avenue, Brooklyn, New York 11234
(Address of principal executive offices)
(Zip code)
(718) 444-4300
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if
changed since last report)
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.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
October 31, 1997 1,493,303
<PAGE>
POLYMER RESEARCH CORP. OF AMERICA
INDEX
Page
Number
------
Part I - FINANCIAL INFORMATION:
ITEM I - FINANCIAL STATEMENTS
Balance Sheets:
September 30, 1997 (Unaudited) and
December 31, 1996 1
Statements of Operations:
Three months and nine months ended
September 30, 1997 and 1996 (Unaudited) 3
Statements of Cash Flows:
Three months and nine months ended
September 30, 1997 and 1996 (Unaudited) 4
Notes to Financial Statements 5-8
ITEM 2 - MANAGEMENT`S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS 9-10
PART II - OTHER INFORMATION 11
<PAGE>
PART I - FINANCIAL INFORMATION
POLYMER RESEARCH CORP. OF AMERICA
BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
- -------------------------------------------------------------------------------
September 30, December 31,
ASSETS 1997 1996
- ------ ---------- ----------
(Unaudited) (Note 1)
CURRENT ASSETS:
Cash $ 585,538 $ 709,170
Certificates of deposit 577,178 554,338
Investment securities available
for sale 449,950 473,283
Accounts receivable, less allowances
of $0 and $0 242,296 91,850
Inventories 126,478 85,822
Prepaid expenses and other 101,371 195,086
---------- ----------
Total current assets 2,082,811 2,109,549
---------- ----------
Land, Property, and Equipment-net 2,865,837 2,939,514
Deferred financing costs and other 11,301 11,814
---------- ----------
Total other assets 11,301 11,814
---------- ----------
TOTAL $4,959,949 $5,060,877
========== ==========
The accompanying notes are an integral part of these
financial statements.
- ------------------------------------------------------------------------------ 1
<PAGE>
PART I - FINANCIAL INFORMATION
POLYMER RESEARCH CORP. OF AMERICA
BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
- --------------------------------------------------------------------------------
September 30, December 31,
1997 1996
----------- -----------
(Unaudited) (Note 1)
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 30,438 $ 28,143
Accounts payable 109,667 56,907
Income taxes payable 107,000
Accrued expenses and other
current liabilities 213,753 417,714
Deferred revenue 25,000 393,300
----------- -----------
Total current liabilities 485,858 896,064
----------- -----------
LONG-TERM DEBT (NOTE 4) 1,459,890 1,483,080
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock, par value $.01 per
share, authorized 4,000,000 shares,
issued 1,585,140 and 1,585,140*
shares respectively 15,851 14,896
Capital in excess of par value 2,863,189 2,632,037
Retained earnings 197,374 103,654
Unrealized holding losses (5,476) (12,117)
Less: Treasury stock, at cost
91,837 shares in 1997 and
91,837 shares in 1996 (56,737) (56,737)
----------- -----------
Total Stockholders' Equity 3,014,201 2,681,733
----------- -----------
TOTAL $ 4,959,949 $ 5,060,877
=========== ===========
* Restated for 1997 5% stock dividend
The accompanying notes are an integral part of these
financial statements.
- ------------------------------------------------------------------------------ 2
<PAGE>
POLYMER RESEARCH CORP. OF AMERICA
STATEMENTS OF OPERATIONS FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED) AND
THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------- ----------- ----------- -----------
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net revenues:
Product sales $ 332,483 $ 166,655 $ 885,562 $ 617,741
Research 940,000 1,275,500 3,217,901 3,499,224
----------- ----------- ----------- -----------
Total 1,272,483 1,442,155 4,103,463 4,116,965
----------- ----------- ----------- -----------
Cost of Revenues
Product sales 198,002 134,478 687,891 514,945
Research 207,996 237,954 703,256 808,328
----------- ----------- ----------- -----------
Total 405,998 372,432 1,391,147 1,323,273
----------- ----------- ----------- -----------
Gross Profit on Revenues 866,485 1,069,723 2,712,316 2,793,692
Selling, General, and
Administrative Expenses 657,340 689,668 2,064,519 2,006,762
----------- ----------- ----------- -----------
Income from Operations 209,145 380,055 647,797 786,930
----------- ----------- ----------- -----------
Other Revenues (Expenses):
Interest income 16,226 11,781 50,294 40,468
Mortgage modification fee (45,000) (45,000)
Interest expense (see note 2) (39,246) (62,966) (118,263) (185,630)
Rental income (loss) 4,311 4,311
----------- ----------- ----------- -----------
Total (23,020) (91,874) (67,969) (185,851)
----------- ----------- ----------- -----------
Income before income taxes 186,125 288,181 579,828 601,079
Provision for income taxes (86,000) (134,500) (274,000) (288,000)
----------- ----------- ----------- -----------
Net income $ 100,125 $ 153,681 $ 305,828 $ 313,079
=========== =========== =========== ===========
Income per Share $ 0.07 $ 0.10* $ 0.20 $ 0.21*
=========== =========== =========== ===========
Weighted average number of shares
outstanding during the period 1,493,303 1,493,303* 1,493,303 1,493,303*
=========== =========== =========== ===========
</TABLE>
* Restated for 1997 5% stock dividend
The accompanying notes are an integral part of these financial statements.
- -------------------------------------------------------------------------------
3
<PAGE>
POLYMER RESEARCH CORP. OF AMERICA
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
- --------------------------------------------------------------------------------
OPERATIONS: 1997 1996
--------- ---------
Net Income $ 305,828 $ 313,079
Charge not affecting funds -
Unrealized holding losses 6,641
Issuance of stock 20,000
Depreciation and amortization 74,997 75,440
--------- ---------
Funds Provided by operations 407,466 388,519
--------- ---------
Asset and liability management:
Accounts receivable (150,446) 4,326
Inventories (40,656) (3,424)
Other current assets 93,715 (14,809)
Other assets 512 391
Accounts payable 52,760 (659)
Accrued expenses and other (203,961) (46,939)
Income taxes payable 107,000 11,205
Deferred revenue (368,300) (120,837)
Other current liabilities -- --
--------- ---------
Increase (Decrease) in net
operating assets (509,376) (170,746)
--------- ---------
Total (101,910) 217,773
--------- ---------
FUNDS USED BY
FINANCING
Certificates of deposit (22,840) (405,482)
Investment securities 23,333 54,542
Payments on long term debt (20,895) (826,911)
--------- ---------
Total (20,402) 1,177,851)
--------- ---------
INVESTMENT IN LAND, PROPERTY,
AND EQUIPMENT (1,320) (5,612)
--------- ---------
INCREASE (DECREASE) IN CASH $(123,632) $(965,690)
========= =========
The accompanying notes are an integral part of these
financial statements.
- -------------------------------------------------------------------------------4
<PAGE>
POLYMER RESEARCH CORP. OF AMERICA
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - Financial statements
In the opinion of the management of Polymer Research Corp. of America (the
Company), the accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting principles.
Management believes that the results herein reflect all adjustments which are in
the opinion of management necessary to fairly state the results and current
financial condition of the Company for the respective periods. These statements
should be read in conjunction with the financial statements and notes thereto
included in the Company's report filed under cover of Form 10-K.
The results of operations for the nine month period are not necessarily
indicative of the results for an entire year.
The balance sheet at December 31, 1996 has been taken from the audited financial
statements as of that date.
NOTE 2 - Summary of Significant Accounting Policies
Business Activity
The Company is engaged in the research and development of the applications of
chemical grafting and sells products resulting from such research.
Credit Risk
Financial Instruments that potentially subject the company to credit risk
include investments in United States Treasury bills notes and other certificates
of deposit, government agencies' securities and U.S. Government and New York
State mutual bond funds. Future Changes in economic conditions may make the
investment less valuable.
In addition, financial instruments that potentially subject the Company to
credit risk also include accounts receivable. Accounts receivable resulting from
research or product sales are not collateralized.
The Company maintains deposits with financial institutions in
excess of amounts insured by the FDIC.
- -------------------------------------------------------------------------------5
<PAGE>
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates
Revenue Recognition
Revenue from research contracts is recognized upon two criteria: first, client
approval of performance of a specific stage of the contract and, second,
collection of the resulting revenue is assured. Revenue from product sales is
recognized when products are shipped for sale to customers.
Inventories
Inventories are valued at the lower of cost or market, with cost determined
using the first-in, first-out method and with market defined as the lower of
replacement cost or realizable value.
Investment Securities
The Company determines the appropriate classification of securities at the time
of purchase. If the Company has the intent and the ability at the time of
purchase to hold securities until maturity or on a long-term basis, they are
classified as investments and carried at amortized historical cost. Securities
to be held for indefinite periods of time and not intended to be held to
maturity or on a long-term basis are classified as available for sale and
carried at face value. Securities held for indefinite periods of time include
securities that management intends to use as part of its asset and liability
management strategy and that may be sold in response to changes in interest
rates, resultant prepayment risk and other factors related to interest rate and
resultant prepayment risk changes.
Realized gains and losses on dispositions are based on the net proceeds and the
adjusted book value of the securities sold, using the specific identification
method. Unrealized gains and losses on investment securities available for sale
are based on the difference between book value and fair value of each security.
These gains and losses are credited or charged to shareholders' equity, whereas
realized gains and losses flow through the Company's operations.
- -------------------------------------------------------------------------------6
<PAGE>
Property and Equipment
Property and equipment is stated at cost. The costs of additions and betterments
are capitalized and expenditures for repairs and maintenance are expensed in the
period incurred. When items of property and equipment are sold or retired, the
related costs and accumulated depreciation are removed from the accounts and any
gain or loss is included in income.
The company capitalizes leased equipment where the terms of the lease result in
the transfer to the Company of substantially all of the benefits and risks of
ownership of the equipment.
Depreciation and amortization of property and equipment is provided utilizing
the straight-line method over the estimated useful lives of the respective
assets as follows:
Transportation equipment 3 to 5 years
Machinery and equipment 5 years
Furniture and fixtures 5 to 10 years
Building and improvements 40 years
Office equipment under capital
leases 5 years
Deferred Financing Costs
Costs incurred in obtaining the mortgage discussed below have been capitalized
and are being amortized over the term of the related obligation utilizing the
straight-line method.
Income Taxes
The Company accounts for its income taxes utilizing Statement of Financial
Accounting Standards ("SFAS") No. 109 "Accounting for Income Taxes" which
requires that the Company follow the liability method of accounting for income
taxes.
The liability method provides that deferred tax assets and liabilities are
recorded based on the difference between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes, referred to as
"temporary differences." The adoption of the new statement did not have a
material impact on the Company's financial position or results of operations.
Net Earnings Per Share
Earnings per share are computed based upon the weighted average number of common
shares outstanding during each
- -------------------------------------------------------------------------------7
<PAGE>
year except that 1996 periods have been adjusted to reflect the 5% stock
dividend issued in 1997.
Profit Sharing Plan
Effective January 1, 1990, the Company adopted a qualified non-contributory
profit sharing plan. The plan provides its eligible employees with a source of
retirement income, as well as provide assistance in other circumstances such as
death or disability. Eligible employees must meet two requirements to become
participants; attainment of age 21 and completion of one year of service with
the Company. Employer contributions are determined, if any, at the Board of
director's discretion. A percentage of the benefits vest after three years of
qualifying service.
NOTE 3 - Provision for Income Taxes (First nine months)
1997 1996
---- ----
Federal $164,000 $169,000
State and local 110,000 119,000
-------- --------
Total $274,000 $288,000
======== ========
NOTE 4 - Mortgage Liability
In September of 1996 the Company prepaid $800,000 due under the mortgage on the
Company's building and modified its payment schedule. In connection with the
modification, the company paid the Mortgagee $45,000. As modified, the Company
is obligated to pay a mortgage note payable in equal monthly instalments of
$15,457 including interest at 10.5% per annum through June, 2000. Such mortgage
is being amortized using a 25 year amortization. The entire unpaid principal
balance is due in a balloon payment of $1,398,330 on June 1, 2000.
NOTE - 5 - Stock Dividend
On April 1, 1997 the Company declared a 5% stock dividend to shareholders, paid
April 9, 1997. The transaction was valued based upon the closing market price of
the Company's stock on April 1, 1997, which was $2.81 per share. Retained
earnings was charged for $212,107 as a result of the issuance of 75,483 shares.
- -------------------------------------------------------------------------------8
<PAGE>
POLYMER RESEARCH CORP. OF AMERICA
ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
Cash, Investments, and Investment Securities have decreased collectively by
$124,125 since December 31, 1996. The decrease is principally due to the 1997
use of cash received in late 1996 to perform services on research contracts and
thereby reduce deferred revenues which was partially offset by earnings during
the first nine months of this fiscal year.
Cash is generated by and used by the Company through its operations. Neither the
issuance of stock nor debt was in 1996, or expected to be in 1997, sources of
cash for use in operations.
The rate of current assets to current liabilities at September 30, 1997
increased to 4.29 to 1.0 as compared to 2.35 to 1.0 at December 31, 1996. The
increase is a result of net earnings in 1997 and the decrease in deferred
revenue due to recognition of such revenue.
Based on the above, the Company's cash, investment, and investment securities
position at September 30, 1997 is deemed sufficient to cover any unforeseen
sales downturn in the short term as it is equal to approximately seven months
selling, general, and administrative expenses. Over both the long and short
term, liquidity will be a direct result of sales and related net earnings.
B. RESULTS OF OPERATIONS
Three months ended September 30, 1997 v. 1996
Net revenues for the third quarter of 1997 were $1,272,483 a decrease of
$169,672 (12%) over the third quarter of 1996. Research sales decreased $335,500
(26%) in the third quarter of 1997 compared to 1996. Product sales increased
$165,828 (200%) in the third quarter of 1997 over 1996.
The cost of research revenue increased from 19% in the third quarter of 1996 to
22% in the same quarter of 1997 due to the reduction in sales volume with
similar staff.
Costs of product sales decreased from 81% in the third quarter of 1996 to 60% in
the same quarter of 1997 principally
- -------------------------------------------------------------------------------9
<PAGE>
as a result of increased volume while utilizing the same staff which was
partially offset by higher material costs.
Selling, general, and administrative expenses increased slightly as a percentage
of sales to 52% for the third quarter of 1997 from 48% for the comparable
quarter of 1996 due to decreased sales volume with similar overhead expenses.
Interest expense decreased due to the principal pre-payment of $800,000 on the
mortgage in September 1996. (See Note 4.)
Net income decreased from $153,681 (11% of sales) in 1996 to $100,125 (8% of
sales) in 1997, principally as the result of decreased revenues with similar
overhead. The 1997 quarter also benefited from reduced interest expense
associated with the partial prepayment of the mortgage on the company's building
in September 1996.
Nine months ended September 30, 1997 v. 1996
Net revenues for the first nine months of 1997 were $2,830,980 a decrease of
$13,502 over the first nine months of 1996. Research sales decreased $281,323
(8%) in the first nine months of 1997 over 1996. Product sales increased
$267,821 (43%) in the first nine months of 1997 over 1996.
The cost of revenues in research decreased from 23% in the first nine months of
1996 to 22% in the same period of 1997 due to slight reductions in repairs and
maintenance expenses.
Costs of product sales decreased from 83% in the first nine months of 1996 to
78% in the same period of 1997 principally as a result of increased sales volume
with a similar labor staff.
Selling, general, and administrative expenses remained consistent as a
percentage of sales for the first nine months of 1997 as compared to the
comparable period of 1996.
Interest expense decreased due to the principal pre-payment
of $800,000 on the mortgage in September 1996. (See Note 4.)
Net income decreased as a percentage of sales from 8% ($313,079) in 1996 to 7%
($305,828) in 1997, principally as the result of slightly decreased revenues.
- ------------------------------------------------------------------------------10
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings:
The Company is party to various lawsuits arising in the ordinary course of
business. The Company's financial statements include reserves for legal expenses
and any unfavorable outcomes in amounts management believes to be reasonable. In
the opinion of management, such lawsuits should not have a material adverse
effect on the Company's financial condition.
ITEM 2 - Changes in Securities: None
ITEM 3 - Defaults Upon Senior Securities: None
ITEM 4 - Submission of Matters to a Vote of Security Holders:
None
ITEM 5 - Other Information: None
ITEM 6 - Exhibits and Reports on Form 8-k: None
- ------------------------------------------------------------------------------11
<PAGE>
FORM 10-Q
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.
POLYMER RESEARCH CORP. OF AMERICA,
----------------------------------
(REGISTRANT)
Date Nov. 10, 1997 /s/ Carl Horowitz
----------------------------------
Carl Horowitz, President and Chief
Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 1153716
<SECURITIES> 449950
<RECEIVABLES> 242296
<ALLOWANCES> 0
<INVENTORY> 126478
<CURRENT-ASSETS> 2082811
<PP&E> 2865837
<DEPRECIATION> 0
<TOTAL-ASSETS> 4959949
<CURRENT-LIABILITIES> 485858
<BONDS> 1459890
0
0
<COMMON> 15851
<OTHER-SE> 2998350
<TOTAL-LIABILITY-AND-EQUITY> 4959949
<SALES> 885562
<TOTAL-REVENUES> 4103463
<CGS> 687891
<TOTAL-COSTS> 1391147
<OTHER-EXPENSES> 2132488
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 579828
<INCOME-TAX> 274000
<INCOME-CONTINUING> 305828
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 305828
<EPS-PRIMARY> 0.2
<EPS-DILUTED> 0.2
</TABLE>
