POLYMER RESEARCH CORP OF AMERICA
10QSB, 2000-08-08
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                                   FORM 10-QSB

                       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 June 30, 2000
                 --------------

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.

       June 30, 2000                    1,813,644
--------------------------------------------------------------------------------


<PAGE>



             POLYMER RESEARCH CORP. OF AMERICA

                                      INDEX


                                                                           Page
                                                                          Number
                                                                          ------
Part I - FINANCIAL INFORMATION:
-------------------------------

           ITEM I - FINANCIAL STATEMENTS

           Balance Sheets:
           June 30, 2000 (Unaudited) and
              December 31, 1999                                              1

           Statements of Operations:
           Three months ended June 30, 2000
            and 1999 (Unaudited)                                             3

           Statements of Cash Flows:
           Three months ended June 30, 2000
            and 1999 (Unaudited)                                             4

           Notes to Financial Statements                                   5-8

           ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
                    OF FINANCIAL CONDITION AND RESULTS
                    OF OPERATIONS                                         9-11


PART II - OTHER INFORMATION                                                 12


<PAGE>



PART I - FINANCIAL INFORMATION
------------------------------
POLYMER RESEARCH CORP. OF AMERICA
BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
------------------------------------

                                         June 30,  December 31,
ASSETS                                     2000        1999
                                       -----------   --------
                                       (Unaudited)   (Note 1)

CURRENT ASSETS:
Cash and cash equivalents              $  692,844   $1,156,778
Investment - certificates of deposit       50,152      235,246
Investment securities available
  for sale                                292,396
Accounts receivable,
less allowances of $0                     350,891      306,429
Inventories                               110,624      116,028
Deferred tax charge                       127,500      127,500
Prepaid income taxes                       93,578      188,578
Prepaid expenses and other                 13,178       37,605
                                       ----------   ----------
Total current assets                    1,438,767    2,460,560
                                       ----------   ----------

Land, Property, and Equipment-net       2,690,198    2,740,195
                                       ----------   ----------

Investment - certificates of deposit      120,000
Security deposits                           1,195        1,195
Deferred financing costs - net                          10,723
                                       ----------   ----------
Total other assets                        121,195       11,918
                                       ----------   ----------

TOTAL                                  $4,250,160   $5,212,673
                                       ==========   ==========



The accompanying notes are an integral part of these financial statements.
----------------------------------------------------------------------------1


<PAGE>



PART I - FINANCIAL INFORMATION
POLYMER RESEARCH CORP. OF AMERICA
BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
------------------------------------



                                                   June 30,  December 31,
                                                     2000          1999
                                                 -----------   --------
                                                 (Unaudited)   (Note 1)

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Note payable bank                                  50,000
Current portion of long-term debt             $   100,000    $     6,960
Current portion of mortgage payable               967,082
Accounts payable                                   42,498         81,696
Accrued expenses and other
  current liabilities                             222,073        272,364
Deferred revenue                                   55,000        206,332
                                              -----------    -----------
Total current liabilities                         469,571      1,534,434
                                              -----------    -----------

LONG-TERM DEBT  (NOTE 2)                          391,671        450,609
                                              -----------    -----------
STOCKHOLDERS' EQUITY:
Common stock, par value $.01 per
  share, authorized 4,000,000 shares,
  issued 1,825,784 shares                          18,257         18,257
Capital in excess of par value                  3,399,728      3,399,728
Accumulated deficit                               (21,567)      (158,466)
Accumulated other comprehensive
  loss                                                           (24,389)
Less: Treasury stock, at cost
  12,140 respectively                              (7,500)        (7,500)
                                              -----------    -----------
Total Stockholders' Equity                      3,388,918      3,227,630
                                              -----------    -----------
TOTAL                                         $ 4,250,160    $ 5,212,673
                                              ===========    ===========



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 JUNE 30, 2000 AND 1999 (UNAUDITED) AND
THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                         Three Months Ended                      Six Months Ended
                                                               June 30,                             June 30,
                                                      2000                 1999              2000                 1999
                                                  -----------         -----------        -----------         ------------
<S>                                              <C>                 <C>                 <C>                 <C>
Net revenues:
  Product sales                                  $   202,166         $   163,858         $   387,382         $   688,535
  Research                                         1,231,000           1,084,220           2,522,764           2,026,720
                                                 -----------         -----------         -----------         -----------
  Total                                            1,433,166           1,248,078           2,910,146           2,715,255
                                                  -----------         -----------         -----------         -----------

Cost of Revenues
  Product sales                                      244,132             129,764             401,740             307,527
  Research                                           230,411             256,503             484,654             522,530
                                                 -----------         -----------         -----------         -----------
  Total                                              474,543             386,267             886,394             830,057
                                                 -----------         -----------         -----------         -----------

Gross Profit on Revenues                             958,623             861,811           2,023,752           1,885,198

Selling, General, and
 Administrative Expenses                             941,096             776,991           1,748,668           1,535,637
                                                 -----------         -----------         -----------         -----------
Income from Operations                                17,527              84,820             275,084             349,561
                                                 -----------         -----------         -----------         -----------

Other Revenues (Expenses):
  Investment income                                   15,909              17,035              30,673              36,048
  Interest expense (See note 2)                      (36,740)            (37,841)            (73,858)            (75,877)
                                                  -----------         -----------         -----------         -----------


  Total                                              (20,831)            (20,806)            (43,185)            (39,829)
                                                 -----------         -----------         -----------         -----------

Income before income taxes                            (3,304)             64,014             231,899             309,732
Provision for income taxes                             5,000             (38,000)            (95,000)           (161,000)
                                                 -----------         -----------         -----------         -----------

Net Income                                       $     1,696         $    26,014         $   136,899         $   148,732
                                                 ===========         ===========         ===========         ===========
Basic earnings per Share                         $      0.00         $      0.01         $      0.07         $      0.09
                                                 ===========         ===========         ===========         ===========
Weighted average number of shares
  outstanding during the period                    1,825,784           1,793,861           1,825,784           1,734,748
                                                 ===========         ===========         ===========         ===========
                                                                                                             -----------
</TABLE>


The accompanying notes are an integral part of these financial statements.
--------------------------------------------------------------------------3


<PAGE>



POLYMER RESEARCH CORP. OF AMERICA
---------------------------------
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
--------------------------------------------------------------------------------

OPERATIONS:                              2000        1999
                                       -------     ------

Net Income                            $ 136,899    $ 148,732
Charge not affecting funds -
  Issuance of Incentive Stock                         46,667
  Unrealized holding losses (gains)                  (11,904)
Depreciation and amortization            49,997       40,725
                                      ---------    ---------
Funds Provided by operations            186,896      224,220
                                      ---------    ---------
Asset and liability management:
Accounts receivable                     (44,462)    (168,626)
Inventories                               5,404         (279)
Other current assets                     24,427
Accounts payable                        (39,198)      17,705
  Accrued expenses and other           (150,291)     (44,273)
Income taxes payable                     95,000      (46,571)
Deferred revenue                        (51,332)    (396,650)
  Total other assets                     10,723          727
                                      ---------    ---------
Increase (Decrease) in
 net operating assets                  (149,729)    (637,967)
                                      ---------    ---------
Total                                    37,167     (413,747)
                                      ---------    ---------

FUNDS USED BY
 FINANCING
Certificates of deposit                  65,094      542,321
Investment securities                   316,785       69,095
Proceeds of note payable                 50,000
Payment of Mortgage                    (967,082)     (16,891)
Payments on long term debt               34,102
                                      ---------    ---------
Total                                  (501,101)     594,525
                                      ---------    ---------
INVESTMENT IN LAND, PROPERTY,
 AND EQUIPMENT                                        (3,180)
                                      ---------    ---------

INCREASE (DECREASE) IN CASH           $(463,934)   $ 177,598
                                      =========    =========


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-QSB 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-KSB.  The results
of  operations  for the six month period are not  necessarily  indicative of the
results  for an entire  year.  The balance  sheet at December  31, 1999 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,  when
collection  of the  resulting  revenue is assured.  Revenue from  production  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

Historically,   the  Company   determined  the  appropriate   classification  of
securities  at the time of  purchase.  If the  Company  had the  intent  and the
ability  at the time of  purchase  to hold  securities  until  maturity  or on a
long-term  basis,  they were  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 were  classified  as
available  for sale and  carried  at face  value.  Realized  gains and losses on
dispositions  were 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 were based on the difference
between book value and fair value of each security.  These gains and losses were
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." Net Earnings Per Share

Earnings per share are computed based upon the weighted average number of common
shares outstanding during each year.


-------------------------------------------------------------------------7


<PAGE>

Profit Sharing Plan

The Company maintains 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 six months)

                                 2000                    1999

Federal                      $  55,000                 $ 98,000
State and local                 40,000                   63,000
                              --------                  -------
Total                        $  95,000                 $161,000
                              ========                  =======
NOTE 4 - Mortgage Liability

In September of 1996 the Company prepaid  $800,000 due under its mortgage on the
Company's building and modified its payment schedule.  As modified,  the Company
was  obligated to pay a mortgage note payable in equal  monthly  instalments  of
$15,457 including interest at 10.5% per annum through June, 2000, secured by the
related building. Such mortgage was amortized using a 25 year amortization.  The
entire  unpaid  principal  balance was due and was paid in a balloon  payment of
$1,398,330 on June 1, 2000. NOTE 5 - Long Term Debt

On March 15, 2000, the Company entered into a borrowing  arrangement with a bank
whereby the bank agreed to extend a $500,000  term loan facility to the Company.
The  Company  utilized  the  facility  in full in  connection  with the  balloon
mortgage payment June 1, 2000. The five year term loan will be repaid in monthly
principal  installments  of $8,333  plus  interest  at 8.5% per annum.  The loan
requires the Company to comply with certain financial  covenants and to maintain
on  deposit  with the  lender no less than  $150,000.  Simultaneously,  the bank
extended a $250,000 line of credit facility to the Company, $50,000 of which was
drawn upon and is outstanding  and due to the bank at June 30, 2000. In addition
the Company has granted the lender a security interest in all personal property.

---------------------------------------------------------------------------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 $
529,028 since December 31, 1999. The decrease is due to the repayment in June of
the mortgage on the Company's building.

Cash is generated by and used by the Company through its operations. Neither the
issuance of stock nor the acquisition of debt was in 1999, nor expected to be in
2000, significant sources of cash for use in operations,  other than as outlined
below.

The ratio of current assets to current  liabilities  increased to 3.07 to 1.0 at
June 30, 2000 as compared to 1.60 to 1.0 at December 31, 1999.  The increase was
the result of two factors: (i) net income for the first six months; and (ii) the
satisfaction  in June of the building  mortgage,  all of which was classified as
current at December 31, 1999,  using in part, long term debt. On March 15, 2000,
the Company  entered into a borrowing  arrangement  with a bank whereby the bank
agreed to extend a $500,000  term loan  facility  to the  Company.  The  Company
utilized the facility in full in connection  with the balloon  mortgage  payment
due June 1, 2000.  The five year term loan will be repaid in  monthly  principal
installments  of $8,333  plus  interest  at 8.5% per annum and is due on May 31,
2005. The loan requires the Company to comply with certain  financial  covenants
and  to  maintain  on  deposit   with  the  lender   collateral   of   $150,000.
Simultaneously,  the bank  extended a $250,000  line of credit  facility  to the
Company,  $50,000 of which was drawn upon and is outstanding and due to the bank
at June 30,  2000.  In  addition  the  Company has granted the lender a security
interest in all personal property.

Based on the above, the Company's cash and cash equivalents, at June 30, 2000 is
sufficient  to cover any  unforeseen  sales  downturn in the short term as it is
equal  to  approximately  three  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.

-------------------------------------------------------------------------9


<PAGE>

B.  RESULTS OF OPERATIONS

Three months ended June 30, 2000 v. 1999

Net  revenues  for the second  quarter of 2000 were $ 1,433,166 an increase of $
185,088 (15%) compared with the second 1999.  Research sales increased $ 146,780
(14%) in the second quarter of 2000 compared to 1999. The increase is related to
increased demand from the Company's customers for its services in the first half
of 2000.

Product sales  increased $ 38,308 (24%)  compared to the second quarter of 1999.
Several product sales  contracts  signed in the first quarter are of a long term
nature which delayed shipping and increased the second quarter sales.

The cost of  revenues in research  decreased  from 24% in the second  quarter of
1999 to 19% in the same quarter of 2000 due to the  increase in revenue  using a
smaller staff.

Costs of product sales  increased from 80% in the second quarter of 1999 to 120%
in the  same  quarter  of 2000  principally  as a  result  of  increased  labor,
shipping,  and materials costs.  Selling,  general, and administrative  expenses
increased as a percentage of sales from 62% in the second quarter of 1999 to 66%
in the same quarter of 2000  principally  as a result of increased  salaries and
legal settlement  expenses.  Net income decreased from $ 26,014 (2% of sales) in
the second  quarter of 1999 to $1,696 (0% of sales) in 2000,  principally as the
result of  increased  salaries and  expenses.  Six months ended June 30, 2000 v.
1999

Net  revenues for the first six months of 2000 were  $2,910,146,  an increase of
$194,891  (7%)  compared  with the first  six  months  of 1999.  Research  sales
increased $ 496,044 (25%) in the first six months of 2000 compared to 1999.

Product sales decreased $301,153 (44%) compared to the first six months of 1999.
The first six months of 1999 had unusually high demand for products.

The cost of revenues in research  decreased  from 26% in the first six months of
1999 to 19% in the first six months of 2000 due to the increase in revenue using
a smaller staff.

Costs of product sales increased from 44% in the first


-------------------------------------------------------------------------10

<PAGE>

six  months  of 1999 to 104% in the first six  months of 2000  principally  as a
result  of  decreased  sales  with  increased  labor.   Selling,   general,  and
administrative  expenses increased as a percentage of sales to 60% for the first
six months of 1999 from 56% for the comparable period of 1999 principally due to
increased  salaries and legal expenses.  Net income decreased from $ 148,732 (5%
of sales) in 1999 to $ 136,899 (5% of sales) in 2000.


-------------------------------------------------------------------------11

<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:

The  Company  held its  annual  meeting on May 12,  2000.  At such  meeting  the
following persons were elected directors:

Director and votes for:

        Carl Horowitz         1,283,363
        Irene Horowitz        1,283,363
        John Ryan             1,283,363
        Alice Horowitz        1,283,363
        Boris Jody            1,283,363
        Mohan Sanduja         1,283,363
        Terry J. Wolfgang     1,283,363

ITEM 5 - Other Information: None

ITEM 6 - Exhibits and Reports on Form 8-k:

            None


---------------------------------------------------------------------------12

<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: August 8, 2000               /s/Carl Horowitz
      --------------           -----------------------------------
                               Carl Horowitz, President and Chief
                               Accounting Officer






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