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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CONFORMED COPY
FORM 10-QA
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
OR
[ ] 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 0-18583
POLYMER SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada, U.S.A. 88-0360526
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1569 Dempsey Road
North Vancouver, British Columbia
Canada V7K 1S8
(Address of principal executive offices)
(604) 683-3473
(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 [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of Sept. 30, 1998.
<TABLE>
<CAPTION>
TITLE OF CLASS NO. OF SHARES
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<S> <C>
Common Shares, par value $0.001 6,410,833*
</TABLE>
* including 633,883 shares to be issued
subject to regulatory approval.
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POLYMER SOLUTIONS, INC.
AMENDED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the
Three and Six Months ended September 30, 1998
RESULTS FROM OPERATIONS
Sales revenue increased 2% to $1,957,047 and 4% to $3,692,308 for the three and
six month periods ended September 30, 1998, respectively, over sales revenue for
the comparable periods one year ago, reflecting continued growth in demand for
the Company's coatings and other products.
Gross profit increased to 29% from 19% during the second quarter and to 25% from
19% for the first six months from the comparable periods last year. Cost of
goods sold for the year-ago periods has been adjusted as described in Note 14 of
the Notes to Financial Statements in order to reflect the impact of a year-end
$590,000 adjustment on each quarter of the fiscal year ended March 31, 1998.
Marketing and sales expense for the three months ended September 30, 1998
totaled $255,996, an increase of 8% from $237,189 in the comparable period a
year ago, due primarily to a strengthening of the marketing and sales staff in
order to expand the customer base and distribution channels. For the six months
ending September 30, 1998 and 1997, marketing and sales expense totaled $445,755
and $462,460, respectively.
General and administrative expense totaled $168,001 for the quarter ended
September 30, 1998, approximately the same level as $167,536 for the year-ago
period. For the six months ended September, 1998 and 1997, general and
administrative expense totaled $413,048 and $355,089, respectively.
Research and development expenses were $150,571 for the three months ended
September 30, 1998, up 96% from $76,768 in the year-ago comparable period,
reflecting an increase in the allocation of the Company's resources relating to
product development. Research and development expenses for the six months ending
September 30, 1998 and 1997 were $239,453 and $154,700, respectively.
Interest expense totaled $58,917 for the quarter ended September 30, 1998,
compared with $43,156 for the same quarter a year ago. The 37% increase was due
to the increased use of the Company's operating line of credit and the addition
of capital lease obligations. Interest expense for the six months ended
September 30, 1998 and 1997 was $125,760 and $84,147, respectively.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1998, the Company had $2,048 in Cash compared to $1,177 at the
end of fiscal 1998. Cash flow used in operating activities totaled $518,804 in
the first six months of 1998 versus $272,512 in the comparable period last year.
Additionally, capital additions were $392,352 in the six months ended September
30, 1998 compared to $77,406 for the same period a year ago. These requirements
were financed primarily from a private placement, sale of the Company's former
operating facility, conversion of debt to common equity, lease financing and
borrowings on the Company's line of credit.
The Company has a working capital deficiency of $166,803 at September 30, 1998
versus $378,675 at the end of fiscal 1998. The current ratio at September 30,
1998 was 0.9 versus 0.9 for the fiscal 1998 year-end ratio.
YEAR 2000
Certain computerized systems have historically used two digits rather than four
to define a year, which could result in the recognition of "00" as the year 1900
rather than the year 2000. This could result in system failures and
miscalculations. This is generally referred to as the "year 2000 issue".
With regard to the state of readiness regarding the year 2000 issue, the Company
has begun the evaluation and risk assessment relating to the potential impact of
the Year 2000 issue in the areas of plant systems, external parties and
information technology. As to plant systems, it has been determined that none of
the Company's plant operating machinery is triggered by date, with the exception
of the time clock. With regard to external parties, the Company plans to survey
its key suppliers and service providers to determine their year 2000 readiness
and their ability to provide raw materials and supplies and services without
interruption. With regard to information technology, the
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Company plans to upgrade its plant operation system software and accounting
system software to year 2000 compliant versions by the end of the fourth quarter
of fiscal 1999. The Company believes that with these computer system software
upgrades, the Year 2000 issue will not pose significant plant operation system
or accounting system problems. The Company will utilize both internal and
external resources to implement the aforementioned upgrades.
The total cost of the Company's year 2000 activities, including the
aforementioned computer system software upgrades, is not expected to exceed
$20,000. Therefore, such cost is not expected to be material to the Company's
operations, liquidity or capital resources.
With regard to the risks relating to the Company's year 2000 issue, there is
still uncertainty as to those risks, and the Company cannot at this time
quantify the total potential impact. The Company's year 2000 efforts are being
directed toward issues within the Company's control. These efforts are expected
to minimize, but not to eliminate, the issues of external parties.
The Company's contingency plans will be developed based upon the results of the
year 2000 readiness surveys described above.
OUTLOOK
During the fourth quarter of fiscal 1998 and the first quarter of fiscal 1999,
the Company's Board of Directors made strategic organizational changes and key
senior management additions to the Company in order to provide an infrastructure
of experienced management professionals dedicated to maximizing shareholder
value. Their tasks include strengthening controls and achieving profitability
with the present Company base, along with growing the Company externally through
joint ventures, acquisitions, product licenses, new product development,
synergistic strategic alliances and any other opportunities that could result in
a meaningful increase in shareholder value.
Note to Readers
Certain statements identified as "forward-looking statements" in this Quarterly
Report on Form 10-Q are not based on historical facts, but are instead based
upon a number of assumptions concerning future conditions that may ultimately
prove to be inaccurate. Actual events and results may materially differ from
anticipated results described in such statements. The company's ability to
achieve such results is subject to certain risks and uncertainties, including
but not limited to, adverse business conditions in the industries served by the
Company and the general economy, competition, new laws and regulations impacting
the products that the Company provides, and other risk factors affecting the
Company's business beyond the Company's control.
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PART II - OTHER INFORMATION
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4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
The Company held its 1998 Annual General Meeting of Shareholders on
August 6, 1998. The shareholders approved:
a) the appointment of Price Waterhouse LLP (now
PricewaterhouseCoopers), Sacramento, California as auditors for
fiscal 1999;
b) the election of directors;
c) the adoption of the Polymer Solutions, Inc. 1998 Economic Value
Added Incentive Compensation Plan.
5. OTHER INFORMATION
Directors as at September 30, 1998
Gordon L. Ellis Darryl F. Jones
Stephen H. Silbernagel John J. Sutherland
Gerald A. Habib William A. Maligie
E. Laughlin Flanagan
6. EXHIBITS AND REPORTS ON FORM 8-K No exhibits.
The Company filed a Current Report on Form 8-K, dated September 23,
1998, which reported an issuance of shares pursuant to a Private
Placement of Special Warrants.
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 SOLUTIONS, INC.
(Registrant)
Date: January 25, 1999 /s/ Gordon L. Ellis
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Gordon L. Ellis
Chairman
Date: January 25, 1999 /s/ Darryl Jones
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Darryl Jones
Director
