<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CONFORMED COPY
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
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
incorporation or organization) Identification Number)
1569 Dempsey Road
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 June 30, 1999.
TITLE OF CLASS NO. OF SHARES
Common Shares, par value $0.001 7,325,785
<PAGE> 2
POLYMER SOLUTIONS, INC.
Quarterly Report on Form 10-Q
For the Three Months Ended June 30, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item Page
Number Number
PART I - FINANCIAL INFORMATION
<S> <C>
1. Financial Statements
Consolidated Balance Sheets
at June 30, 1999 and March 31, 1999....................................... 3
Consolidated Statements of Operations
for the periods ended June 30, 1999 and 1998.............................. 4
Consolidated Statements of Shareholders' Equity (Deficit)
for the periods ended June 30, 1999 and 1998.............................. 5
Consolidated Statements of Cash Flows
for the periods ended June 30, 1999 and 1998.............................. 6
Notes to Consolidated Financial Statements........................................ 7
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ......................................................... 9
PART II - OTHER INFORMATION
4. Submission of matters to a vote of securities holders .................................. 11
6. Exhibits Index and Reports on Form 8-K ................................................. 11
SIGNATURES ................................................................................ 11
</TABLE>
The accompanying interim consolidated financial statements and notes are
unaudited; However, in the opinion of management, they reflect all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation
of the results for the interim periods presented. Results of operations for the
periods ended June 30, 1999 are not necessarily indicative of results expected
for an entire year.
Certain 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 which are
beyond the Company's control.
<PAGE> 3
POLYMER SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(U.S. DOLLARS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999
JUNE 30 MARCH 31
<S> <C> <C>
ASSETS
Current assets:
Cash $ 14,847 $ 39,303
Accounts receivable, net 1,411,610 1,143,919
Inventories, net 1,053,253 1,009,754
Prepaid expenses 214,358 97,647
------------ ------------
2,694,068 2,290,623
Fixed assets, net 892,022 907,533
Other assets 93,861 8,324
------------ ------------
$ 3,679,951 $ 3,206,480
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 1,054,482 $ 992,532
Salaries and commissions payable $ 254,959 $ 244,332
Current portion of capital lease obligations 144,947 126,912
------------ ------------
1,454,388 1,363,776
Operating line of credit 1,509,318 1,286,473
Capital lease obligations 471,121 482,719
Due to related parties 51,425 46,350
------------ ------------
3,486,252 3,179,318
------------ ------------
Minority interest 191,512 225,036
------------ ------------
Commitments (Note 4)
Shareholders' equity (deficit):
Preferred stock, $0.001 par value;
Authorized - 4,000,000 shares; issued and outstanding - nil
Common stock, $0.001 par value;
Authorized - 20,000,000 shares; issued and outstanding,
June 30, 1999 - 6,475,785 and March 31, 1999 6,410,833 6,475 6,410
Additional paid-in capital 10,368,686 10,309,361
Accumulated deficit (10,372,974) (10,513,645)
------------ ------------
2,187 (197,874)
------------ ------------
$ 3,679,951 $ 3,206,480
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
3
<PAGE> 4
POLYMER SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. DOLLARS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30
1999 1998
<S> <C> <C>
Sales revenue $ 2,795,623 $ 1,735,261
Costs of goods sold (1,922,453) (1,381,430)
----------- -----------
873,170 353,831
----------- -----------
Corporate and administrative expenses:
Marketing and sales 303,117 189,759
General and administrative 231,057 245,047
Research and development 136,875 88,882
----------- -----------
671,049 523,688
----------- -----------
Income (loss) from operations 202,121 (169,857)
Interest expense (61,450) (66,843)
----------- -----------
Income (loss) before provision for income taxes 140,671 (236,700)
Provision for income taxes -- --
----------- -----------
Net income (loss) $ 140,671 $ (236,700)
=========== ===========
Weighted average basic and diluted number of
common shares outstanding 6,241,044 5,344,950
=========== ===========
Basic and diluted earnings per share $ .02 $ (.04)
----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
POLYMER SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(U.S. DOLLARS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
1999 1998
COMMON COMMON
SHARES AMOUNT SHARES AMOUNT
<S> <C> <C> <C> <C>
COMMON STOCK:
Balance, beginning of year 6,410,833 $ 6,410 5,344,617 $ 5,345
Shares issued, pursuant to -
Exercise of warrants 50,000 50 -- --
Minority interest shareholder
exchange of shares 14,952 15 333 --
------------ ------------ ------------ ------------
Balance, end of period 6,475,785 6,475 5,344,950 5,345
------------ ------------ ------------ ------------
ADDITIONAL PAID-IN CAPITAL:
Balance, beginning of year -- 10,309,361 -- 9,775,173
Shares issued, pursuant to -
Private placement, net -- -- -- (1,815)
Exercise of warrants -- 25,816 -- --
Minority interest shareholder
exchange of shares -- 33,509 -- 746
------------ ------------ ------------ ------------
Balance, end of period -- 10,368,686 -- 9,774,104
------------ ------------ ------------ ------------
EQUITY (DEFICIT):
Balance, beginning of period -- (10,513,645) -- (9,987,355)
Net income (loss) -- 140,671 -- (236,700)
------------ ------------ ------------ ------------
Balance, end of period -- (10,372,974) -- (10,224,055)
------------ ------------ ------------ ------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) 6,475,785 $ 2,187 5,344,950 $ (444,606)
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
POLYMER SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. DOLLARS)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
1999 1998
<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net income (loss) $ 140,671 $(236,700)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 60,987 53,843
Changes in operating assets and liabilities:
Accounts receivable (267,691) 43,954
Other operating activities (87,367) (96,032)
--------- ---------
Net cash used in operating activities $(153,400) $(234,935)
--------- ---------
CASH FLOWS USED IN INVESTING ACTIVITIES (93,366) (141,762)
--------- ---------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Borrowings on operating line of credit, net 222,845 89,826
Proceeds from issuance of stock -- 272,108
Other financing activities (535) 14,705
--------- ---------
Net cash provided by financing activities 222,310 376,639
--------- ---------
Decrease in cash (24,456) (58)
Cash, beginning of year 39,303 1,177
--------- ---------
Cash, end of period $ 14,847 $ 1,119
========= =========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Minority interest shareholder exchange of shares $ 33,525 $ 746
========= =========
Acquisition of equipment under capital leases $ 37,912 $ 106,591
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
POLYMER SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated condensed 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 for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. These
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report on
Form 10-K for the year ended March 31, 1999, as filed with the Securities
and Exchange Commission (File No. 000-18583).
RECLASSIFICATIONS
Certain prior period balances have been reclassified to conform to the
current period presentation.
2. INVENTORIES
<TABLE>
<CAPTION>
1999
JUNE 30, MARCH 31,
<S> <C> <C>
Raw materials and supplies $ 640,570 $ 605,288
Finished goods 660,451 603,250
Less allowance for slow-moving inventory (247,768) (198,784)
----------- -----------
$ 1,053,253 $ 1,009,754
=========== ===========
</TABLE>
3. INCOME TAXES
The Company and its subsidiaries have operating loss carry-forwards in
excess of $6,000,000 expiring at various dates through 2014, as well as
federal and state tax credits of $221,000 and $104,000, which are
indefinite. These operating loss carry-forwards and tax credits are
available for offset against future taxable income arising from Canadian
and United States operations. There are no other material temporary
differences. Considering the Company's cumulative losses, the Company has
provided a valuation allowance of 100% against all available loss
carry-forwards and tax credits. No provision is provided for first quarter
profits because of the application of loss carried forwards and because the
impact of State minimum and alternative taxes is de minimis.
7
<PAGE> 8
POLYMER SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
4. COMMITMENTS AND SUBSEQUENT EVENTS
ACQUISITION OF U.S. CELLULOSE COMPANY, INC.
In February 1999, the Company entered into a non-binding letter of intent
to acquire all of the outstanding common stock of another company in the
coatings industry for $1,000,000. The Agreement includes a provision for
the Company to pay up to $400,000 in involuntary termination compensation
to U.S. Cellulose employees. The Company has extended the closing of the
acquisition to continue the due diligence in order to satisfy the Company's
transaction requirements. As of June 30, 1999, the Company has incurred
$85,803 of professional services expenses related to the acquisition, which
are included in other assets.
To finance the transaction, the Company repriced certain warrants to
encourage exercise and entered into subscriptions for two financings, a
short form offering and a private placement.
On July 5, 1999, the Company closed the offering agreement and issued
800,000 shares at $0.54 (Cdn$0.80) with transferable warrants to purchase
an aggregate of 400,000 common shares. Two warrants entitle the holder to
purchase one common share at $0.60 (Cdn$0.90) up to June 30, 2000. In
accordance with the Agency Agreement, the Company issued 50,000 common
shares as a finance fee, paid 8% commission in cash and provided Broker's
warrants entitling the Agent to purchase 160,000 common shares at a price
of $0.60 (Cdn$.90) for one year.
On July 30, 1999, the Company completed a private placement and issued
1,127,750 common shares at $0.84 (Cdn$.80) with non-transferable warrants
to purchase an aggregate of 1,127,750 common shares. Each warrant entitles
the holders to purchase a common share at $0.60 (Cdn$0.90) to July 30, 2000
and at $0.84 (Cdn$1.25) up to and expiring July 30, 2001. In accordance
with the Agency Agreement a commission of $17,644 was paid in cash and
warrants were issued to purchase 66,165 common shares under the same terms
as offered.
5. STOCK, WARRANTS AND SUBSEQUENT EVENT
During the period ended June 30, 1999, 50,000 warrants were exercised at a
price of $0.52 (Cdn$0.76) and 263,500 warrants were exercised subsequent to
June 30, 1999.
8
<PAGE> 9
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999
- --------------------------------------------------------------------------------
RESULTS FROM OPERATIONS:
Sales revenue increased 61% to $2,795,623 for the three months ended June 30,
1999, compared to the same prior year period, reflecting a 33% increase in
water-based products and a 100% increase in the Company's low VOC solvent-based
products. This increase represents significant continued growth in demand for
the Company's coatings and other products, which has been stimulated by
concerted marketing efforts and increased brand name recognition.
Gross profit increased to 31% from 20% during the first quarter from the
comparable period last year. This improvement comes from continued negotiation
for lower raw material costs and the effect of improved production efficiencies
achieved by the operation of our new facility.
Marketing and sales expense for the three months ended June 30, 1999, totaled
$303,117, an increase of 60% from $189,759 in the comparable prior year period.
This increase is due to a combination of higher sales commissions related to the
61% increase in revenue and the continued strengthening of the marketing and
sales staff required to maintain the expansion of the customer base.
Research and development expenses for the three months ended June 30, 1999,
totaled $136,875, an increase of 54% from $88,882 in the comparable prior year
period, which reflects the full cost of the prior year increase in the number of
employees hired to improve product development.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, the Company had $14,847 in cash compared to $39,303 at the end
of fiscal 1999. Cash flow used in operating activities totaled $153,400 in the
first three months of fiscal year 2000 versus $234,935 in the comparable prior
year period primarily because of management's focus on reducing raw material
costs. Capital additions were $7,563 in the three months ended June 30, 1999,
compared to $141,762 for the same period a year ago. Other investment costs of
$85,803 were spent to perform due diligence related to the pending U.S.
Cellulose acquisition. These requirements were financed from borrowings on the
Company's line of credit and the exercise of stock warrants.
The Company has working capital of $1,239,680 at June 30, 1999, versus $926,847
at the end of fiscal 1999. The current ratio at June 30, 1999, was 1.9 versus
1.7 for the fiscal 1999 year-end ratio.
ACQUISITION OF U.S. CELLULOSE AND RELATED FINANCING
During the month of July 1999, the Company was successful in completing both of
the financings required to support the purchase U.S. Cellulose for (US)$1
million in cash. The Company has extended the closing of the acquisition to
continue the due diligence in order to satisfy the Company's transaction
documents under discussion.
VOTE TO SECURITIES HOLDERS
In the Proxy relating to the August 17, 1999, Annual General Meeting, Management
of the Company is seeking shareholder approval of a resolution to amend the 1998
Economic Value Added Incentive Compensation Plan ("EVA Plan"). The amendment
provides for the granting of 20,000 stock options per year to each outside
Director.
9
<PAGE> 10
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999
- --------------------------------------------------------------------------------
OUTLOOK
With the support of our shareholders and investors over the years, we have
reached our goal of having an efficient, state-of-the-art manufacturing plant
with the capacity to add highly profitable incremental volume. Coupled with our
increased focus on product and customer development, we are at a historical
point in the life of the Company and have been moving continuously and
significantly towards profitability. The results demonstrate the Company's
successful pursuit of significant, profitable growth. Along with pursuing
additional, profitable internal sales growth, we will continue to aggressively
seek opportunities to create a meaningful increase in shareholder value for our
investors through acquisitions, joint ventures, and other strategic alliances.
YEAR 2000
With regard to the state of readiness regarding the year 2000 issue, the Company
has finished 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. Regarding 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 has
surveyed 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 and we are continually accessing the potential risk. With
regard to information technology, the Company has upgraded its plant operation
system software and accounting system software to be year 2000 compliant. 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 has utilized both internal and external resources to
implement the aforementioned upgrades and has manual back-up systems available
to implement.
The total cost of the Company's year 2000 activities, including the
aforementioned computer system software upgrades, did not exceed $20,000. Future
additional costs are not expected to be material to the Company's operations,
liquidity or capital resources.
There is still uncertainty about the scope of the year 2000 issues. At this time
the Company cannot quantify the potential impact of these failures. The
Company's year 2000 program and contingency plans have been developed to address
issues within the Company's control. The program minimizes, but does not
eliminate the issues of external parties.
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.
10
<PAGE> 11
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
The Company's next Annual General Meeting of Shareholders will be held
on August 17, 1999 and a report of such matters voted upon will be
disclosed in the next quarterly report on Form 10-Q for the period
ending September 30, 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports filed under Form 8-K during the period
EXHIBIT 27. FINANCIAL DATA SCHEDULE
27.1 [1] Financial Data Schedule for Commercial and
Industrial Companies
- --------------------------------------------------------------------------------
[1] Filed herewith.
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: August 13, 1999 /s/ Gordon. Ellis
-----------------------------------------
Gordon L. Ellis
Chairman
Date: August 13, 1999 /s/ Larry Flanagan
-----------------------------------------
E. Laughlin Flanagan
President and CEO
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from form 10-Q
and is qualified in its entirety by reference to such financial statements
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 14,847
<SECURITIES> 0
<RECEIVABLES> 1,411,610
<ALLOWANCES> 0
<INVENTORY> 1,053,253
<CURRENT-ASSETS> 2,694,068
<PP&E> 892,022
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,679,951
<CURRENT-LIABILITIES> 1,454,388
<BONDS> 0
0
0
<COMMON> 6,475
<OTHER-SE> 10,368,686
<TOTAL-LIABILITY-AND-EQUITY> 3,679,951
<SALES> 2,795,623
<TOTAL-REVENUES> 2,795,623
<CGS> 1,922,453
<TOTAL-COSTS> 671,049
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 61,450
<INCOME-PRETAX> 140,671
<INCOME-TAX> 0
<INCOME-CONTINUING> 140,671
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 140,671
<EPS-BASIC> .02
<EPS-DILUTED> .02
</TABLE>
