ADVANCED POLYMER SYSTEMS INC /DE/
10-Q, 1998-08-12
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS
Previous: NORTHLAND CRANBERRIES INC /WI/, SC 13G, 1998-08-12
Next: BROWN BENCHMARK PROPERTIES LIMITED PARTNERSHIP, 10-Q, 1998-08-12



                              FORM 10-Q
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549


[X]        Quarterly Report Under Section 13 or 15(d)
             of the Securities Exchange Act of 1934

          For the quarterly period ended June 30, 1998


[ ]        Transition Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934

          For the transition period from          to         
                                         --------    --------

                    Commission file Number 0-16109


                    ADVANCED POLYMER SYSTEMS, INC.
                    ------------------------------
         (Exact name of registrant as specified in its charter)


        Delaware                                       94-2875566
- -------------------------------                ------------------------
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                      Identification No.)


               123 Saginaw Drive, Redwood City, CA  94063
               ------------------------------------------
                (Address of principal executive offices)

                           (650) 366-2626
          ----------------------------------------------------
          (Registrant's telephone number, including area code)

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   
                                                           ---      ---
At July 31, 1998, the number of outstanding shares of the Company's 
common stock, par value $.01, was 19,968,058.

<PAGE>
                                INDEX


PART I.    FINANCIAL INFORMATION

ITEM 1. Financial Statements (unaudited):

Condensed Consolidated Balance Sheets 
June 30, 1998 and December 31, 1997

Condensed Consolidated Statements of Operations
for the three and six months ended June 30,
1998 and 1997

Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 1998 and 1997

Notes to Condensed Consolidated Financial Statements

ITEM 2. Management's Discussion and Analysis of Financial 
        Condition and Results of Operations


PART II.   OTHER INFORMATION

ITEM 1. Legal Proceedings               

ITEM 4. Submission of Matters to a Vote of Security Holders

ITEM 6. Exhibits and Reports on Form 8-K

    Signatures

<PAGE>
PART I.    FINANCIAL INFORMATION
           ---------------------
ITEM 1.    Financial Statements (unaudited):
           --------------------------------

CONDENSED BALANCE SHEETS (UNAUDITED)
- ------------------------------------
<TABLE>
<CAPTION>

                                      June 30, 1998   December 31, 1997
                                      -------------   -----------------
<S>                                    <C>               <C>
ASSETS
Current assets:
  Cash and cash equivalents            $  5,196,844      $  8,672,021
  Trade accounts receivable, net          5,260,681         3,388,665
  Inventory                               3,079,943         2,639,129
  Prepaid expenses and other                669,442           541,151
                                         ----------        ----------

   Total current assets                  14,206,910        15,240,966

Property and equipment, net               8,370,159         6,771,173
Deferred loan costs, net                    222,061           353,693
Prepaid license fees, net                    41,444            82,880
Goodwill and other intangible
  assets                                  1,386,812         1,477,542
Other long-term assets                      212,892           254,180
                                         ----------        ----------
                                       $ 24,440,278      $ 24,180,434
                                         ==========        ==========

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                     $  1,275,524      $  1,636,189
  Accrued expenses                        2,300,998         2,832,299
  Accrued melanin purchase 
   commitments                            1,800,000         1,800,000
  Deferred revenues                       2,084,640         2,091,869
  Current portion - long-term debt        4,206,643         2,523,389
                                         ----------        ----------
Total current liabilities                11,667,805        10,883,746

Long-term debt                              124,062         3,055,460
                                         ----------        ----------
Total liabilities                        11,791,867        13,939,206
                                         ----------        ----------

Shareholders' equity:
  Common stock and common stock
   warrants                              84,658,778        82,505,394
  Accumulated deficit                   (72,010,367)      (72,264,166)
                                         ----------        ----------
Total shareholders' equity               12,648,411        10,241,228
                                         ----------        ----------
                                       $ 24,440,278      $ 24,180,434
                                         ==========        ==========
<FN>
See accompanying notes.
</FN>
</TABLE>


<PAGE>

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
- -----------------------------------------------------------
<TABLE>
<CAPTION>

                                     Three Months Ended                   Six Months Ended
                                     ------------------                   ----------------
                                June 30, 1998    June 30,1997      June 30, 1998    June 30, 1997
                                -------------    ------------      -------------    -------------
<S>                             <C>              <C>               <C>              <C>

Product and technology 
  revenues                      $ 5,097,722      $ 4,499,516       $ 9,669,620      $ 8,046,648
Milestone payment                        --               --                --        1,500,000
                                 ----------       ----------        ----------       ----------

Total revenues                    5,097,722        4,499,516         9,669,620        9,546,648

Cost of sales                     1,953,342        1,952,179         3,702,953        3,443,694

Operating expenses:
 Research & development           1,161,090          900,817         2,199,842        1,833,291
 Selling & marketing                738,896          949,069         1,614,726        2,122,881
 General & administration           865,411        1,069,705         1,592,101        1,912,999
                                 ----------       ----------        ----------       ----------

Total operating expenses          2,765,397        2,919,591         5,406,669        5,869,171
                                 ----------       ----------        ----------       ----------

Operating income (loss)             378,983         (372,254)          559,998          233,783

Interest income                      70,902           80,227           154,359          159,527

Interest expense                   (211,419)        (268,862)         (440,199)        (540,254)

Other expense, net                  (11,483)         (70,845)          (20,359)         (65,867)
                                 ----------       ----------        ----------       ----------

Net income (loss)               $   226,983      $  (631,734)      $   253,799      $  (212,811)
                                 ==========       ==========        ==========       ==========

Basic earnings (loss) per 
  common share                  $      0.01      $     (0.03)      $      0.01      $     (0.01)
                                 ==========       ==========        ==========       ==========

Diluted earnings (loss) per
  common share                  $      0.01      $     (0.03)      $      0.01      $     (0.01)
                                 ==========       ==========        ==========       ==========

Weighted average common shares
 outstanding-basic               19,877,164       18,577,599        19,727,206       18,491,867
                                 ==========       ==========        ==========       ==========

Weighted average common shares
 outstanding-diluted             20,585,182       19,697,625        20,494,607       19,721,408
                                 ==========       ==========        ==========       ==========

<FN>
See accompanying notes.
</FN>
</TABLE>

<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- -----------------------------------------------------------

<TABLE>
<CAPTION>
                                    For the six months ended June 30,
                                    ---------------------------------
                                            1998             1997
                                         ----------       ----------
<S>                                     <C>              <C>

Cash flows from operating activities:
Net income (loss)                       $   253,799      $  (212,811)
 Adjustments to reconcile net income
  (loss) to net cash used in 
  operating activities:
   Depreciation and amortization            534,531          487,413
   Amortization of deferred loan costs      131,632          131,632
   Provision for deferred compensation       12,850          126,757
 Changes in operating assets and 
  liabilities:
   Trade accounts receivable             (1,872,016)      (1,592,926)
   Inventory                               (440,814)        (533,896)
   Prepaid expenses and other              (128,291)         (98,026)
   Other assets                              41,288         (488,176)
   Accounts payable and accrued expenses   (904,816)        (342,329)
   Deferred revenues                         (7,229)       1,500,000
                                          ---------        ---------
Net cash used in operating activities    (2,379,066)      (1,022,362)
                                          ---------        ---------
Cash flows from investing activities:
   Purchases of fixed assets             (2,001,351)        (596,872)
   Purchases of marketable securities             -       (1,596,617)
   Maturities and sales of marketable
     securities                                   -        1,596,617
   Proceeds from assets held for sale             -        2,181,004
                                          ---------        ---------
Net cash (used in) provided by
 investing activities                    (2,001,351)       1,584,132
                                          ---------        ---------
Cash flows from financing activities:
   Proceeds from the exercise of common
    stock options and warrants and
    issuance of restricted stock          2,043,749        2,071,923
   Proceeds from shares issued under
    the Employee Stock Purchase Plan        109,635                -
   Repayment of long-term debt           (1,248,144)        (578,268)

Net cash provided by financing            ---------        ---------
 activities                                 905,240        1,493,655
                                          ---------        ---------
Net (decrease) increase in cash and
 cash equivalents                        (3,475,177)       2,055,425

Cash and cash equivalents, beginning 
 of the period                            8,672,021        5,394,509
                                          ---------        ---------
Cash and cash equivalents, end 
 of the period                          $ 5,196,844      $ 7,449,934
                                          =========        =========
Supplemental disclosure of non-cash
 financing transactions:
  Cash paid for interest                $   317,281      $   410,351
                                          =========        =========
<FN>
See accompanying notes.
</FN>
</TABLE>
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------
JUNE 30, 1998 AND 1997 (UNAUDITED)
- ----------------------------------

(1)  Basis of Presentation
     ---------------------

In the opinion of management, the accompanying unaudited condensed 
consolidated financial statements contain all adjustments, 
consisting of normal recurring adjustments, necessary to present 
fairly the financial position of Advanced Polymer Systems, Inc. 
and subsidiaries ("the Company" or "APS") as of June 30, 1998 and 
the results of their operations for the three and six months ended 
June 30, 1998 and 1997, and their cash flows for the six months 
ended June 30, 1998 and 1997.

These condensed consolidated statements should be read in 
conjunction with the Company's audited consolidated financial 
statements for the years ended December 31, 1997, 1996 and 1995 
included in the Company's Annual Report on Form 10-K.

The condensed consolidated financial statements include the 
financial statements of the Company and its subsidiaries, Premier, 
Inc. ("Premier") and APS Analytical Standards, Inc.  All 
significant intercompany balances and transactions have been 
eliminated in consolidation.

The Company considers all short-term investments which have 
original maturities of less than three months to be cash 
equivalents.

Certain reclassifications have been made to the prior period 
financial statements to conform with the presentation in 1998.

(2)  Common Shares Outstanding and Earnings (Loss) Per Share 
     --------------------------------------------------------
     Information
     -----------

Common stock outstanding as of June 30, 1998 is as follows:


                                            Number of Shares
                                            ----------------
Common stock outstanding as of 
 December 31, 1997                               19,464,821
Warrants exercised                                  310,278
Options exercised                                    75,494
Restricted stock issued                             100,000
Shares issued under the Employee Stock 
 Purchase Plan                                       17,465
                                                 ----------
Total shares                                     19,968,058
                                                 ==========

The following table sets forth the computation of the Company's 
basic and diluted earnings per share:



<TABLE>
<CAPTION>
                                     Three Months Ended                   Six Months Ended
                                     ------------------                   ----------------
                              June 30, 1998    June 30, 1997     June 30, 1998    June 30, 1997
                              -------------    -------------     -------------    -------------
<S>                           <C>              <C>               <C>              <C>

Net income (loss) (numerator) $   226,983      $ (631,734)       $   253,799      $  (212,811)
                               ==========       =========         ==========       ===========

Shares calculation 
 (denominator):
 Weighted average shares
  outstanding - basic          19,877,164       18,577,599        19,727,206       18,491,867
Effect of dilutive 
 securities:
 Stock options and employee
  stock purchase plan             555,317          622,384           528,646          692,698
 Warrants                         152,701          497,642           238,755          536,843
                               ----------       ----------        ----------       ----------
 Weighted average shares
  outstanding - diluted        20,585,182       19,697,625        20,494,607       19,721,408
                               ==========       ==========        ==========       ==========

Earnings (loss) per 
  share - basic               $      0.01      $     (0.03)      $      0.01      $     (0.01)
                               ==========       ==========        ==========       ==========

Earnings (loss) per 
  share - diluted             $      0.01      $     (0.03)      $      0.01      $     (0.01)
                               ==========       ==========        ==========       ==========
</TABLE>



The following options with expiration dates ranging from November 
19, 2001 to June 5, 2008 were outstanding during the periods 
presented, but were not included in the computation of diluted 
earnings per share since the exercise prices of the options were 
greater than the average market price of the common shares:


<TABLE>
<CAPTION>


                                   Three Months Ended                 Six Months Ended
                                   ------------------                 ----------------
                             June 30, 1998    June 30, 1997     June 30, 1998    June 30, 1997
                             -------------    -------------     -------------    -------------
<S>                          <C>              <C>               <C>              <C>

Number outstanding           812,417          883,104           827,917          832,500
Range of exercise prices     $7.75-$15.00     $7.75-$15.00      $7.75-$15.00     $8.125-$15.00
</TABLE>




(3)  New Accounting Standards
     ------------------------

During the first quarter of 1998, the Company adopted Statement of 
Financial Accounting Standards No. 130 "Reporting Comprehensive 
Income" which establishes standards for reporting and display of 
comprehensive income and its components in a full set of general 
purpose financial statements.  For the three and six months ended 
June 30, 1998 and 1997, comprehensive income (loss) was the same 
as net income (loss).

In June 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 131 "Disclosures 
about Segments of a Business Enterprise" which is effective for 
financial statements beginning after December 15, 1997, and 
establishes standards for disclosures about segments of an 
enterprise.  In its consolidated financial statements for the year 
ending December 31, 1998, the Company will make the required 
disclosures.

In June 1998, the FASB issued SFAS No. 133 Accounting for 
Derivative Instruments and Hedging Activities (SFAS 133) which 
will be effective for all fiscal quarters of fiscal years 
beginning after June 15, 1999.  SFAS 133 establishes accounting 
and reporting standards for derivative instruments and for hedging 
activities.  It requires that an entity recognize all derivatives 
as either assets or liabilities in the statement of financial 
position and measure those instruments at fair value.  Earlier 
application of all provisions of this Statement is encouraged but 
it is permitted only as of the beginning of any fiscal quarter 
that begins after issuance of this Statement.  The Company 
anticipates that adoption of this Statement will not have a 
material effect on the consolidated financial statements.

(4)  Inventory   
     ---------

The major components of inventory are as follows:

<TABLE>
<CAPTION>
                           June 30, 1998      December 31, 1997
                           -------------      -----------------
<S>                          <C>                  <C>
Raw materials and work-
  in-process                 $1,054,601           $  834,496
Finished goods                2,025,342            1,804,633
                              ---------            ---------
Total inventory              $3,079,943           $2,639,129
                              =========            =========
     </TABLE>

(5)  Legal Proceedings
     -----------------

In November, 1997 Biosource Technologies, Inc. ("Biosource") 
filed a complaint against the Company in the San Mateo Superior 
Court.  Biosource claims damages from the Company of an amount 
not less than $1,050,000, on the grounds that the Company has 
failed to pay certain minimum amounts allegedly due under a 
contract for the supply of melanin.  Biosource also claims 
interest on that sum and costs.

The Company has denied liability, basing its defense on the 
assertion that obligations under the contract have been 
suspended, because the expected FDA approval of the Company's 
melanin-based product has not yet been forthcoming.  The 
Company is vigorously defending the action, and has cross 
claimed for rescission of the contract and restitution of money 
paid thereunder, and for a declaratory judgment that it is not 
indebted to Biosource.

The Company expects that the outcome of this legal proceeding 
will not have a material adverse effect on the consolidated 
financial statements considering amounts accrued at June 30, 
1998.



<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition
        -----------------------------------------------------------
        and Results of Operations (all dollar amounts rounded to the
        ------------------------------------------------------------   
        nearest thousand)
        -----------------

Results of Operations for the Three Months Ended June 30, 1998 and
- -------------------------------------------------------------------
1997
- ----

Except for statements of historical fact, the statements herein are 
forward-looking and are subject to a number of risks and uncertainties 
that could cause actual results to differ materially from the 
statements made.  These include, among others, uncertainty associated 
with timely approval, launch and acceptance of new products, 
establishment of new corporate alliances, progress in research and 
development programs and other risks described below or identified from 
time to time in the Company's Securities and Exchange Commission 
filings.

The Company's revenues are derived principally from product sales, 
license fees and royalties.  The Company is currently manufacturing and 
selling Microsponge(R) and Polytrap (R) delivery systems for use by 
customers in approximately 100 different personal care and cosmetic 
products. Under strategic alliance arrangements entered into with 
certain corporations, APS can receive an initial license fee, future 
milestone payments, royalties based on third party product sales or a 
share of partners' revenues, and revenues from the supply of 
Microsponge and Polytrap systems.

These strategic alliances are intended to provide the Company with the 
marketing expertise and/or financial strength of other companies. In 
this respect, the Company's periodic financial results are dependent 
upon the degree of success of current collaborations and the Company's 
ability to negotiate acceptable collaborative agreements in the future.

Product and technology revenues for the three months ended June 30, 
1998 totaled $5,098,000 compared to $4,500,000 in the corresponding 
period of the prior year, representing an increase of $598,000 or 13%. 
This was due primarily to increased sales of proprietary cosmeceutical 
products, higher royalties from Johnson & Johnson for sales of Retin-
A(R) Micro (TM), and a license fee for the mass distribution of a 
retinol formulation.

Gross profit for the second quarter of 1998 of $3,144,000 represented 
62% of product and technology revenues, an increase of five percentage 
points from the gross profit in the corresponding quarter of the prior 
year.  This was primarily attributable to an increase in royalties from 
Johnson & Johnson for sales of Retin-A Micro which was launched in 
March 1997, a license fee for the mass distribution of a retinol 
formulation and an increase in revenues from higher margin proprietary 
cosmeceutical products.

Research and development expenses increased by $260,000 or 29% to 
$1,161,000 due mainly to increased headcount and expenses resulting 
from the Company's move to new R&D facilities during the first quarter 
of 1998.  Selling and marketing expense decreased by $210,000 or 22% to 
$739,000 as a result of a reduction in headcount and outside services. 
General and administrative expense decreased by $204,000 or 19% to 
$865,000 due mainly to decreased use of consultants and outside 
services.

Interest income of $71,000 decreased by $9,000 or 12% over the year-ago 
quarter due to lower average cash balances.  Interest expense decreased 
by $57,000 or 21% to $211,000 due mainly to debt principal repayments 
in the past year.

Net income for the second quarter of 1998 was $227,000 compared to a 
net loss of $632,000 in the corresponding quarter of the prior year.

Results of Operations for the Six Months Ended June 30, 1998 and 1997
- ---------------------------------------------------------------------

Product and technology revenues for the six months ended June 30, 1998 
totaled $9,670,000, an increase of $1,623,000 or 20% over the 
corresponding period in the prior year.  This was mainly due to 
increased sales of proprietary cosmeceutical products, the receipt of a 
license fee for a mass marketing agreement for a retinol formulation 
and increased royalties from Johnson & Johnson for Retin-A Micro, which 
was launched in March 1997.  Total revenues for the first six months of 
the prior year also included a milestone payment of $1,500,000 from 
Johnson & Johnson upon receipt of marketing approval from the FDA for 
Retin-A Micro in February 1997.

Gross profit on product and technology revenues for the first half of 
1998 was $5,967,000, an increase of $1,364,000 or 30% over the same 
period in the prior year.  This was primarily due to increased sales of 
higher margin proprietary cosmeceutical products which have been 
launched by corporate partners in the course of the last year, a 
license fee for a mass marketing agreement and increased royalties from 
Johnson & Johnson for sales of Retin-A Micro.

Research and development expense increased by $367,000 or 20% due 
mainly to increased headcount and expenses resulting from the Company's 
move to new research & development facilities during the first quarter 
of 1998.  Selling and marketing expenses decreased by $508,000 or 24% 
to $1,615,000 primarily as a result of reduced headcount, reduced 
outside services and one-time expenses related to the relocation of a 
senior executive in the year-ago period.  General and administrative 
expenses decreased by $321,000 or 17% due mainly to decreased use of 
outside services.

Interest expense for the first six months of 1998 decreased by $100,000 
due to debt principal repayments in the past year.

Net income for the first six months of 1998 was $254,000 compared with 
a net loss of $213,000 in the corresponding period of the prior year 
which included the milestone payment of $1,500,000 from Johnson & 
Johnson.

Capital Resources and Liquidity
- -------------------------------

Total assets as of June 30, 1998 were $24,440,000 compared with 
$24,180,000 at December 31, 1997, and working capital decreased to 
$2,539,000 from $4,357,000, mainly due to an increase in the current 
portion of long-term debt.  In the same period, cash and cash 
equivalents decreased to $5,197,000 from $8,672,000.  During the first 
six months of 1998, the Company's operating activities used $2,379,000 
of cash. This principally related to an increase in receivables as a 
result of increased shipments for the launches of new products by 
corporate partners.  The Company invested approximately $2,200,000 in 
product research and development and $1,615,000 in selling and 
marketing the Company's products and technologies.

Capital expenditures for the six months ended June 30, 1998 totaled 
$2,001,000 compared to $597,000 in the same period of the prior year.  
The increase in capital expenditures is mainly due to on-going capital 
projects that will increase capacity in the Company's manufacturing 
facility in Lafayette, Louisiana in order to meet anticipated higher 
volume requirements.  This plant expansion project is expected to be 
completed in 1998.  In addition, the Company's lease on its facilities 
in Redwood City expired and the increase in capital expenditures also 
included leasehold improvements, primarily laboratories, in the 
Company's new facilities in Redwood City.

The Company has financed its operations, including product research and 
development, from amounts raised in debt and equity financings, the 
sale of Microsponge and Polytrap delivery systems and analytical 
standard products; payments received under licensing agreements; and 
interest earned on short-term investments.  

The Company's existing cash and cash equivalents, collections of trade 
accounts receivable, together with interest income and other revenue 
producing activities including royalties, licensing fees and milestone 
payments, are expected to be sufficient to meet the Company's working 
capital requirements for the foreseeable future, assuming no changes to 
existing business plans.

New Accounting Standards
- ------------------------

In June 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 131 "Disclosures about Segments 
of a Business Enterprise" which is effective for financial statements 
beginning after December 15, 1997, and establishes standards for 
disclosures about segments of an enterprise.  In its consolidated 
financial statements for the year ending December 31, 1998, the Company 
will make the required disclosures.

In June 1998, the FASB issued SFAS No. 133 Accounting for Derivative 
Instruments and Hedging Activities (SFAS 133) which will be effective 
for all fiscal quarters of fiscal years beginning after June 15, 1999. 
SFAS 133 establishes accounting and reporting standards for derivative 
instruments and for hedging activities.  It requires that an entity 
recognize all derivatives as either assets or liabilities in the 
statement of financial position and measure those instruments at fair 
value.  Earlier application of all provisions of this Statement is 
encouraged but it is permitted only as of the beginning of any fiscal 
quarter that begins after issuance of this Statement.  The Company 
anticipates that adoption of this Statement will not have a material 
effect on the consolidated financial statements.


PART II. OTHER INFORMATION
         -----------------

ITEM 1.  Legal Proceedings
         -----------------

In November, 1997 Biosource Technologies, Inc. ("Biosource") 
filed a complaint against the Company in the San Mateo Superior 
Court.  Biosource claims damages from the Company of an amount 
not less than $1,050,000, on the grounds that the Company has 
failed to pay certain minimum amounts allegedly due under a 
contract for the supply of melanin.  Biosource also claims 
interest on that sum and costs.

The Company has denied liability, basing its defense on the 
assertion that obligations under the contract have been 
suspended, because the expected FDA approval of the Company's 
melanin-based product has not yet been forthcoming.  The 
Company is vigorously defending the action, and has cross 
claimed for rescission of the contract and restitution of money 
paid thereunder, and for a declaratory judgment that it is not 
indebted to Biosource.

The Company expects that the outcome of this legal proceeding 
will not have a material adverse effect on the consolidated 
financial statements considering amounts accrued at June 30, 
1998.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

The Company's annual shareholder's meeting was held on June 10, 1998, 
at which the following proposals were approved:

Proposal I:   Election of the following Directors:
<TABLE>
<CAPTION>
                                  Votes For       Votes Withheld
                                  ---------       --------------
<S>                               <C>             <C>
John J. Meakem, Jr.               16,799,644      893,109
 Chairman of the Board
Carl Ehmann                       16,798,095      894,658
Jorge Heller                      16,798,640      894,113
Peter Riepenhausen                16,800,245      892,508
Toby Rosenblatt                   16,798,840      893,913
Gregory Turnbull                  16,796,395      896,358
Charles Anthony Wainwright        16,797,840      894,913
Dennis Winger                     16,798,845      893,908

</TABLE>

Proposal II:  To amend the Company's 1992 Stock Plan (i) to increase by 
750,000 the number of shares of common stock reserved for issuance 
under the plan; and (ii) to provide for grants of restricted stock 
awards under the plan.

<TABLE>
<CAPTION>
Votes For     Votes Against     Abstentions & Broker Non-Votes
- ---------     -------------     ------------------------------
<S>           <C>               <C>

15,918,362    1,583,068         191,323

</TABLE>

ITEM 6.  Exhibits and Reports on Form 8-K
         --------------------------------

(a)  Exhibits:  27  Financial Data Schedule as of and for the six 
months ended June 30, 1998.

<PAGE>
                              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.


                                     ADVANCED POLYMER SYSTEMS, INC.



Date: August 12, 1998         By:  /s/ John J. Meakem, Jr.
      ---------------              --------------------------------
                                       John J. Meakem, Jr.
                                       Chairman, President and
                                       Chief Executive Officer



Date: August 12, 1998         By:  /s/ Michael O'Connell
      ---------------              --------------------------------
                                       Michael O'Connell
                                       Executive Vice President,
                                       Chief Administrative Officer
                                       and Chief Financial Officer


<PAGE>
                             EXHIBIT INDEX

                               Form 10-Q


EXHIBIT         DESCRIPTION

  27            Financial Data Schedule        


<TABLE> <S> <C>

<ARTICLE>5
<LEGEND>THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED 
FROM THE UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 
1998, AND CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX 
MONTHS ENDED JUNE 30, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY 
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>                                 1
<PERIOD-TYPE>                            6-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-END>                       JUN-30-1998
<CASH>                               5,196,844
<SECURITIES>                                 0
<RECEIVABLES>                        5,260,681
<ALLOWANCES>                            12,977
<INVENTORY>                          3,079,943
<CURRENT-ASSETS>                    14,206,910
<PP&E>                              17,163,234
<DEPRECIATION>                       8,793,075
<TOTAL-ASSETS>                      24,440,278
<CURRENT-LIABILITIES>               11,667,805
<BONDS>                                124,062
                        0
                                  0
<COMMON>                               199,681
<OTHER-SE>                          12,448,730
<TOTAL-LIABILITY-AND-EQUITY>        24,440,278
<SALES>                              8,318,119
<TOTAL-REVENUES>                     9,669,620
<CGS>                                3,702,953
<TOTAL-COSTS>                        3,702,953
<OTHER-EXPENSES>                     5,406,669
<LOSS-PROVISION>                       (18,434)
<INTEREST-EXPENSE>                     440,199
<INCOME-PRETAX>                        253,799
<INCOME-TAX>                                 0
<INCOME-CONTINUING>                    253,799
<DISCONTINUED>                               0
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                           253,799
<EPS-PRIMARY>                             0.01
<EPS-DILUTED>                             0.01

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission