<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For Quarterly Period Ended September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
Commission File Number: 0-26804
PLANET POLYMER TECHNOLOGIES, INC.
------------------------------------------------------------------------
(Exact name of small business issuer as specified in its character)
CALIFORNIA 33-0502606
------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9985 Businesspark Avenue, San Diego, California 92131
------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(858) 549-5130
------------------------------------------------------------------------
(Issuer's telephone number, including area code)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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.
[X] YES [ ] NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
<TABLE>
<CAPTION>
Class Outstanding at September 30, 2000
----- ---------------------------------
<S> <C>
Common Stock, no par value 7,644,095
</TABLE>
<PAGE> 2
PLANET POLYMER TECHNOLOGIES, INC.
FORM 10-QSB QUARTERLY REPORT
QUARTER ENDED SEPTEMBER 30, 2000
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1 Balance Sheet (Unaudited)
September 30, 2000 2
Statements of Operations (Unaudited)
Three Months Ended September 30, 2000 and 1999 3
Statements of Operations (Unaudited)
Nine Months Ended September 30, 2000 and 1999 4
Statement of Shareholders' Equity (Unaudited)
Nine Months Ended September 30, 2000 5
Statements of Cash Flows (Unaudited)
Nine Months Ended September 30, 2000 and 1999 6
Notes to Unaudited Financial Statements 7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 15
Item 2 Changes in Securities 15
Item 3 Defaults upon Senior Securities 15
Item 4 Submission of Matters to a Vote of Security Holders 15
Item 5 Other Information 15
Item 6 Exhibits and Reports on Form 8K 15
SIGNATURES 16
</TABLE>
<PAGE> 3
PLANET POLYMER TECHNOLOGIES, INC.
BALANCE SHEET (UNAUDITED)
---------------
<TABLE>
<CAPTION>
PROFORMA
SEPTEMBER 30, PRO FORMA SEPTEMBER 30,
2000 ADJUSTMENTS 2000
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 665,067 $ 705,000(1) $ 1,370,067
Accounts receivable 108,814 108,814
Note receivable 7,225 7,225
Inventories, net 144,194 144,194
Prepaid expenses 58,760 58,760
------------- ------------
Total current assets 984,060 1,689,060
Property and equipment, net of accumulated depreciation of $252,970 193,544 193,544
Patents and trademarks, net of accumulated amortization of $147,480 399,176 399,176
Note receivable, less current portion 87,723 87,723
Capitalized placement costs 95,451 95,451
Other assets 6,805 6,805
------------- ------------
Total assets $ 1,766,759 $ 2,471,759
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 137,900 $ 137,900
Accrued expenses 52,449 52,449
Current portion of capital lease obligations 9,683 9,683
------------- ------------
Total current liabilities 200,032 200,032
Capital lease obligations, less current portion 11,229 11,229
------------- ------------
Total liabilities 211,261 211,261
------------- ------------
Shareholders' equity:
Preferred Stock, no par value
4,250,000 shares authorized
No shares issued or outstanding - -
Series A Convertible Preferred Stock, no par value
750,000 shares authorized
321,500 shares issued and outstanding
Liquidation preference $643,000 517,251 517,251
Common Stock, no par value
20,000,000 shares authorized
7,644,095 and 8,644,095 (pro forma) shares issued and outstanding 13,299,427 705,000(1) 14,004,427
Accumulated deficit (12,261,180) (12,261,180)
------------- ------------
Total shareholders' equity 1,555,498 2,260,498
------------- ------------
Total liabilities and shareholders' equity $ 1,766,759 $ 2,471,759
============= ============
</TABLE>
(1) To reflect Agway's exercise of warrants for 1,000,000 common stock
shares at $.75 per share and a $45,000 transaction fee paid to LBC
Capital Resources, Inc.
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 4
PLANET POLYMER TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
---------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2000 1999
----------- -----------
<S> <C> <C>
Sales $ -- $ --
Cost of sales -- --
----------- -----------
Gross profit -- --
----------- -----------
Operating expenses:
General and administrative 207,283 156,260
Marketing 61,274 35,884
Research and development, net 65,120 77,653
----------- -----------
Total operating expenses 333,677 269,797
----------- -----------
Loss from operations (333,677) (269,797)
Other income, net 164,931 114,557
----------- -----------
Loss from continuing operations before income taxes (168,746) (155,240)
Income tax expense -- --
----------- -----------
Loss from continuing operations (168,746) (155,240)
Discontinued operations:
Income from discontinued operations, net of tax expense of $4,025 -- 46,925
----------- -----------
Income from discontinued operations -- 46,925
----------- -----------
Net loss (168,746) (108,315)
Preferred stock dividends (9,644) (15,000)
----------- -----------
Net loss applicable to common shareholders $ (178,390) $ (123,315)
=========== ===========
Loss per share from continuing operations (basic and diluted) $ (0.02) $ (0.03)
----------- -----------
Income per share from discontinued operations (basic and diluted) $ -- $ 0.01
----------- -----------
Net loss per share applicable to common shareholders (basic and diluted) $ (0.02) $ (0.02)
=========== ===========
Shares used in per share computations 7,637,743 6,366,249
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 5
PLANET POLYMER TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
---------------
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2000 1999
----------- -----------
<S> <C> <C>
Sales $ 401,272 $ --
Cost of sales 273,629 --
----------- -----------
Gross profit 127,643 --
----------- -----------
Operating expenses:
General and administrative 722,066 632,948
Marketing 169,144 120,168
Research and development, net 195,497 159,442
----------- -----------
Total operating expenses 1,086,707 912,558
----------- -----------
Loss from operations (959,064) (912,558)
Other income, net 197,378 113,111
----------- -----------
Loss from continuing operations before income taxes (761,686) (799,447)
Income tax expense (800) (800)
----------- -----------
Loss from continuing operations (762,486) (800,247)
Discontinued operations:
Income from discontinued operations, net of tax expense of $8,607 -- 100,343
----------- -----------
Income from discontinued operations -- 100,343
----------- -----------
Net loss (762,486) (699,904)
Preferred stock dividends (31,224) (45,000)
----------- -----------
Net loss applicable to common shareholders $ (793,710) $ (744,904)
=========== ===========
Loss per share from continuing operations (basic and diluted) $ (0.11) $ (0.14)
----------- -----------
Income per share from discontinued operations (basic and diluted) $ -- $ 0.02
----------- -----------
Net loss per share applicable to common shareholders (basic and diluted) $ (0.11) $ (0.12)
=========== ===========
Shares used in per share computations 7,462,708 6,315,267
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 6
PLANET POLYMER TECHNOLOGIES, INC.
STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
---------------
<TABLE>
<CAPTION>
SERIES A PREFERRED STOCK COMMON STOCK
---------------------------- --------------------------- ACCUMULATED
SHARES AMOUNT SHARES AMOUNT DEFICIT TOTAL
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 500,000 $ 804,435 6,875,976 $ 12,426,143 $(11,467,470) $ 1,763,108
Issuance of Common Stock -- -- 5,000 10,313 -- 10,313
Issuance of Common Stock
as a dividend on
Convertible Preferred Stock -- -- 11,123 31,224 (31,224) --
Conversion of Series A
Preferred Stock into
Common Stock (178,500) (287,184) 209,996 287,184 -- --
Issuance of Warrants -- -- -- 2,500 -- 2,500
Warrants exercised -- -- 500,000 500,000 -- 500,000
Transaction fee to the finder -- -- -- (60,000) -- (60,000)
Stock options exercised for cash -- -- 42,000 102,063 -- 102,063
Net loss for the nine months
ended September 30, 2000 -- -- -- -- (762,486) (762,486)
------------ ------------ ------------ ------------ ------------ ------------
Balance at September 30, 2000
(unaudited) 321,500 $ 517,251 7,644,095 $ 13,299,427 $(12,261,180) $ 1,555,498
============ ============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 7
PLANET POLYMER TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
---------------
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-----------------------------------
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (762,486) $ (699,904)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization 58,236 103,980
Loss on disposal of assets -- 9,994
Income from discontinued operations -- (100,343)
Changes in assets and liabilities:
Accounts receivable 26,103 46,176
Inventories, net 9,241 (13,814)
Prepaid expenses and other assets (9,194) (21,333)
Accounts payable and accrued expenses (1,524) (122,540)
Advances from related party (61,484) 115,749
Other liabilities (152,886) (112,956)
----------- -----------
Net cash used by continuing operations (893,994) (794,991)
Net cash provided by discontinued operations -- 209,648
----------- -----------
Net cash used by operating activities (893,994) (585,343)
----------- -----------
Cash flows from investing activities:
Purchases of property and equipment (22,643) (128,797)
Proceeds from the sale of property and equipment -- 14,000
Cost of patents and other (92,848) (22,814)
Proceeds from the sale of subsidiary 814,639 --
Payments from note receivable 5,053 --
----------- -----------
Net cash provided (used) by investing activities 704,201 (137,611)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of Common Stock -- 1,000,000
Proceeds from issuance of warrants 2,500 2,500
Proceeds from warrants exercised 500,000 --
Payment of equity issuance costs (99,643) (73,952)
Proceeds from stock options exercised 102,063 9,375
Principal payments on borrowings and capital lease obligations (5,705) (103,760)
Restricted cash in connection with borrowings -- 114,880
----------- -----------
Net cash provided by financing activities 499,215 949,043
----------- -----------
Net increase in cash and cash equivalents 309,422 226,089
Cash and cash equivalents at beginning of period 355,645 149,117
----------- -----------
Cash and cash equivalents at end of period $ 665,067 $ 375,206
=========== ===========
Supplemental disclosure of non-cash activity:
Issuance of Common Stock dividends on Preferred Stock $ 31,224 $ 45,000
Issuance of Common Stock in connection with the Triton
Stock Purchase Agreement 10,313 --
Issuance of note receivable in connection with sale of subsidiary 100,000 --
Equipment acquired under capital leases 3,813 --
Equity issuance costs incurred 45,495 --
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE> 8
PLANET POLYMER TECHNOLOGIES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited financial statements of Planet Polymer
Technologies, Inc. ("Planet" or the "Company") have been prepared in accordance
with the interim reporting requirements of Form 10-QSB, pursuant to the rules
and regulations of the Securities and Exchange Commission. However, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements.
In management's opinion, all adjustments (consisting of only normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the nine months ended September 30, 2000 are not
necessarily indicative of results that may be expected for the year ending
December 31, 2000. For additional information, refer to the Company's
consolidated financial statements and notes thereto for the year ended December
31, 1999 contained in the Company's Form 10-KSB for the fiscal year ended
December 31, 1999.
Earnings (loss) per share is computed using the weighted average number
of shares of common stock outstanding and is presented for basic and diluted
earnings (loss) per share. Basic earnings (loss) per share is computed by
dividing income (loss) available to common shareholders by the weighted average
number of common shares outstanding for the period. Diluted earnings (loss) per
share is computed by dividing income (loss) available to common shareholders by
the weighted average number of common shares outstanding during the period
increased to include, if dilutive, the number of additional common shares that
would have been outstanding if the potential common shares had been issued.
Dilutive potential common shares consist of the incremental common shares
issuable upon conversion of convertible preferred stock (using the "if
converted" method) and exercise of stock options and warrants (using the
treasury stock method) for all periods.
The Company has excluded all convertible preferred stock and outstanding
stock options and warrants from the calculation of diluted loss per share for
the three and nine months ended September 30, 2000 and 1999 because all such
securities are anti-dilutive for these periods. The total number of potential
common shares excluded from the calculation of diluted loss per share for the
three and nine months ended September 30, 2000 and 1999 was 2,856,184 and
3,973,021, respectively.
2. Discontinued Operations
On December 30, 1999, the Company and its wholly owned subsidiary,
Deltco of Wisconsin, Inc. ("Deltco"), entered into a Stock Purchase Agreement
(the "Purchase Agreement") with Daniel B. Mettler and Randy J. Larson (together,
the "Buyers") whereby the Company agreed to sell and the Buyers agreed to
purchase all of the outstanding shares of stock of Deltco for an aggregate
purchase price of $1,000,000. The Buyers are management employees of Deltco.
The sale of Deltco was finalized on January 7, 2000. The Company
received $900,000 in cash and a secured promissory note in the amount of
$100,000. This note is collateralized by all of the equipment, accounts,
inventory, supplies and personal property now held or hereafter acquired by
Deltco. As of September 30, 2000, the note receivable balance was approximately
$95,000.
The accompanying financial statements present the results of operations
of Deltco as a discontinued operation for the three and nine months ended
September 30, 1999. Accordingly, the Company's continuing operations are now
comprised of one segment, the "Research and Development" business segment.
7
<PAGE> 9
PLANET POLYMER TECHNOLOGIES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS - (CONTINUED)
3. Capitalized Placement Costs
As of September 30, 2000, specific incremental costs directly
attributable to the Private Equity Line of Credit Agreement with Triton West
Group, Inc. and the registration statement filed with the Securities and
Exchange Commission on September 22, 2000, have been deferred. These deferred
costs, totaling approximately $95,000, are included in non-current assets on the
balance sheet. The registration statement became effective on November 13, 2000
and these costs will be reclassified to shareholders' equity in the fourth
quarter of 2000.
4. Shareholders' Equity
Warrants to purchase 500,000 shares of the Company's Common Stock were
exercised on both November 5, 1999 and March 3, 2000. After receiving cumulative
proceeds of $1,000,000 in connection with such exercises, the Company was
required to pay a $60,000 cash transaction fee and issue five-year warrants to
purchase 50,000 shares of Common Stock with an exercise price of $4.1625 per
warrant to the finder in exchange for $2,500. These warrants were issued on
March 9, 2000 and the shares were registered under the registration statement
that was declared effective as of November 13, 2000.
On August 15, 2000, Planet entered into a Private Equity Line of Credit
Agreement ("Triton Stock Purchase Agreement") with Triton West Group, Inc.
("Triton") whereby Triton agreed to purchase up to $7,000,000 of Planet's Common
Stock over a period of thirty-six (36) months under certain terms and
conditions. In connection with the Triton Stock Purchase Agreement, Planet
issued to Triton 5,000 shares of Planet's Common Stock and a warrant to purchase
125,000 shares of Planet's Common Stock at an exercise price of $2.5781. The
Company subsequently filed a registration statement and amendments to the
registration statement with the Securities and Exchange Commission to register
shares of the Company's Common Stock that are issuable under the Triton Stock
Purchase Agreement and the registration statement has been declared effective as
of November 13, 2000. The Triton Stock Purchase Agreement limits the dollar
amount of Planet's Common Stock, which Triton is obligated to purchase during
any fifteen (15) day period, based upon Planet's stock price and the volume of
trading in Planet's stock. The stock price and volume of trading restrict the
drawdowns to a minimum of $10,000 and a maximum of $1,250,000 per request. As of
September 30, 2000, Planet would be able to draw down $35,000 per request.
The holder of the Series A Convertible Preferred Stock ("Series A
Preferred") is entitled to receive quarterly dividends at an annual rate of 6%
payable in shares of the Company's Common Stock. Each share of Series A
Preferred is convertible at the option of the holder into shares of Common Stock
of the Company. On September 15, 2000, the Company issued a dividend of 4,148
shares of Common Stock valued at approximately $9,644.
5. Commitments and Contingencies
In November 1998, Planet initiated litigation against Brian To, a former
director, officer and consultant of Planet, Tarrenz Inc. and Tarrenz Management
Consultants, Inc., entities owned by Brian To, in the Superior Court of the
State of California for the County of San Diego. The complaint alleges breach of
contract, breach of fiduciary duty and other tort claims arising from services
the defendants performed for or on behalf of Planet. Planet is seeking recovery
of compensation, stock, stock options and expense reimbursements. In response to
the complaint, the defendants filed a Motion to Compel Arbitration.
8
<PAGE> 10
PLANET POLYMER TECHNOLOGIES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS - (CONTINUED)
5. Commitments and Contingencies, Continued
The Court issued an order compelling the case to arbitration on Friday,
March 12, 1999. On April 26, 1999, the defendants answered and denied the
allegations of the complaint and filed a cross-complaint against Planet alleging
breach of contract, misrepresentation, slander, intentional infliction of
emotional distress and fraud. In response to a motion filed by Planet, the
arbitrator issued a ruling on May 1, 2000 disqualifying defendants' counsel
based on a finding that said counsel had previously represented Planet in a
related matter. As a result, the arbitration previously set for February 28,
2000 was rescheduled for September 11, 2000. However, the defendants filed a
motion in San Diego Superior Court to vacate the arbitrator's order granting
Planet's motion to disqualify defendants' counsel.
On September 22, 2000, the Superior Court issued a telephonic ruling
denying the defendants' motion to vacate. In response, the defendants requested
oral arguments. The court held a hearing on October 27, 2000, and issued a final
ruling on October 31, 2000 denying the motion to vacate and staying the
arbitration for sixty days so defendants can obtain new counsel or exercise
their appeal rights.
In light of the limited discovery allowed in arbitration, it is
difficult to evaluate defendants' claims. Although there can be no assurances
that an unfavorable outcome of the dispute would not have a material adverse
effect on Planet's financial position or results of operations, management
believes the claims are without merit and will vigorously defend the action.
6. Subsequent Event
Pursuant to an agreement dated November 14, 2000, in response to an
offer by Planet to reduce the warrant exercise price from $1.00 per share to
$0.75 per share, Agway agreed to exercise its warrant to purchase 1.0 million
shares of Planet's common stock immediately. The transaction was consummated on
November 14, 2000. After receiving proceeds of $750,000 in connection with such
exercise, the Company was required to pay a $45,000 cash transaction fee to LBC
Capital Resources, Inc.
7. Pro Forma Balance Sheet
The unaudited pro forma balance sheet at September 30, 2000 reflects the
adjustments for the receipt of the net proceeds from the exercise of the warrant
and the sale of common stock of Planet Polymer to Agway which took place on
November 14, 2000. If Agway had exercised the warrant as of September 30, 2000,
Planet's net tangible assets, defined as total assets, excluding goodwill, minus
total liabilities, on a pro forma basis, would have increased to $2.26 million,
which would have exceeded the Nasdaq minimum net tangible asset requirement to
continue quotation of Planet's common stock on the Nasdaq SmallCap Market.
Planet believes that with this capital infusion and funds available under the
Triton Stock Purchase Agreement, Planet will be able to continue to meet the
Nasdaq net tangible asset requirement through the balance of the current fiscal
year.
9
<PAGE> 11
PART I - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PLANET POLYMER TECHNOLOGIES, INC.
Except for the historical information contained herein, the discussion in this
report contains forward-looking statements that involve certain risks and
uncertainties. The Company's actual results could differ materially from those
discussed in this report. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and in the
Company's Form 10-KSB for the fiscal year ended December 31, 1999.
OVERVIEW
Since Planet Polymer Technologies, Inc. ("Planet" or the "Company") was
founded in 1991 substantially all of the Company's resources have been devoted
to the development and commercialization of its technologies and products. This
has included the expenditure of funds to develop the Company's corporate
infrastructure, support the Company's marketing efforts and establish a pilot
production facility, in addition to research and development.
Planet has incurred operating losses since inception and had an
accumulated deficit as of September 30, 2000 of approximately $12.3 million.
Pending commercial deployment of and related volume orders for the Company's
products, the Company expects to incur additional losses.
RESULTS OF OPERATIONS
On January 7, 2000, the Company sold all of its common stock shares of
Deltco. In accordance with the Purchase Agreement, the Company received total
proceeds of $1,000,000 in the form of $900,000 in cash and $100,000 in a secured
promissory note in consideration of the sale of its Deltco common stock. This
note is collateralized by all of the equipment, accounts, inventory, supplies
and personal property now held or hereafter acquired by Deltco. The accompanying
financial statements present the results of operations of the Company and Deltco
as a discontinued operation. Accordingly, the Company's continuing operations
are now comprised of one segment, the "Research and Development" business
segment. The following discussion of results of operations relates solely to the
Company's continuing operations.
Revenue
There were no revenues for the three months ended September 30, 1999 and
for the same period in 2000. EnviroPlastic(R) Z was commercialized in November
1999 for use as a degradable component of a sprinkler system. EnviroPlastic(R) Z
is currently produced for The Toro Company's Irrigation Division, however, due
to seasonal fluctuations in the lawn and garden industry, there were no revenues
in the three months ended September 30, 2000. The Company's revenues increased
from $0 for the nine months ended September 30, 1999 to approximately $401,000
for the same period in 2000. This increase was attributable to the commercial
deployment of EnviroPlastic(R) Z.
10
<PAGE> 12
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
PLANET POLYMER TECHNOLOGIES, INC.
RESULTS OF OPERATIONS, CONTINUED
Cost of Sales
There were no cost of sales for the three months ended September 30,
1999 and for the same period in 2000. Cost of sales increased from $0 for the
nine months ended September 30, 1999 to approximately $274,000 for the same
period in 2000. This increase was due to the costs associated with the
production of EnviroPlastic(R) Z.
General and Administrative Expenses
General and administrative expenses increased from approximately
$156,000 for the three months ended September 30, 1999 to approximately $207,000
for the same period in 2000 and from approximately $633,000 for the nine months
ended September 30, 1999 to approximately $722,000 for the same period in 2000.
These increases were primarily attributable to professional fees paid to an
independent consultant for developing a strategic business plan and professional
fees paid to an independent consultant for providing investor relations
services, offset by a reduction in legal expenses related to the Brian To
matter. Most of the legal fees related to the To dispute in 2000 have been
related to Planet's motion to disqualify To's counsel and To's appeal from the
order granting Planet's motion.
Marketing Expenses
Marketing expenses increased from approximately $36,000 for the three
months ended September 30, 1999 to approximately $61,000 for the same period in
2000 and from approximately $120,000 for the nine months ended September 30,
1999 to approximately $169,000 for the same period in 2000. These increases were
primarily attributable to professional fees paid to an independent consultant
for promoting AQUAMIM(R).
Research and Development Expenses, Net
The Company's net research and development expenses decreased from
approximately $78,000 for the three months ended September 30, 1999 to
approximately $65,000 for the same period in 2000. This decrease was primarily
attributable to a reduction in reimbursable research and development costs. The
Company's net research and development expenses increased from approximately
$159,000 for the nine months ended September 30, 1999 to approximately $195,000
for the same period in 2000. This increase was primarily due to a reduction in
allocated research and development resources to projects that are reimbursable
projects under a feasibility study. Offsetting research and development revenue
and reimbursable research and development costs increased from approximately
$70,000 for the three months ended September 30, 1999 to approximately $77,000
for the same period in 2000. This increase was due to an increase in AQUAMIM(R)
research and development pre-production trial sales. Offsetting research and
development revenue and reimbursable research and development costs decreased
from approximately $380,000 for the nine months ended September 30, 1999 to
approximately $215,000 for the same period in 2000. This decrease was due to a
reduction in the research and development labor rates charged to our customer
under the feasibility study.
11
<PAGE> 13
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
PLANET POLYMER TECHNOLOGIES, INC.
RESULTS OF OPERATIONS, CONTINUED
Other Income, Net
In 1996, Planet recorded an obligation of $300,000 for outstanding
employment tax issues. During 1997, Planet resolved a portion of the employment
tax issues and reversed the original entry by approximately $34,000. The Company
has subsequently determined that the remainder of such obligation of
approximately $266,000 is no longer payable. As a result, the obligation has
been reversed and other income was recognized in the three months ended
September 30, 1999 and 2000, in the amount of $113,000 and $153,000,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
Warrants to purchase 500,000 shares of the Company's Common Stock were
exercised on both November 5, 1999 and March 3, 2000. After receiving cumulative
proceeds of $1,000,000 in connection with such exercises, the Company was
required to pay a $60,000 cash transaction fee and issue five-year warrants to
purchase 50,000 shares of Common Stock with an exercise price of $4.1625 per
warrant to the finder in exchange for $2,500. These warrants were issued on
March 9, 2000 and the shares were registered under the registration statement
that was declared effective as of November 13, 2000.
On August 15, 2000, Planet entered into a Private Equity Line of Credit
Agreement ("Triton Stock Purchase Agreement") with Triton West Group, Inc.
("Triton") whereby Triton agreed to purchase up to $7,000,000 of Planet's Common
Stock over a period of thirty-six (36) months under certain terms and
conditions. In connection with the Triton Stock Purchase Agreement, Planet
issued to Triton 5,000 shares of Planet's Common Stock and a warrant to purchase
125,000 shares of Planet's Common Stock at an exercise price of $2.5781. The
Company subsequently filed a registration statement and amendments to the
registration statement with the Securities and Exchange Commission to register
shares of the Company's Common Stock that are issuable under the Triton Stock
Purchase Agreement and the registration statement has been declared effective as
of November 13, 2000. The Triton Stock Purchase Agreement limits the dollar
amount of Planet's Common Stock, which Triton is obligated to purchase during
any fifteen (15) day period, based upon Planet's stock price and the volume of
trading in Planet's stock. The stock price and volume of trading restrict the
drawdowns to a minimum of $10,000 and a maximum of $1,250,000 per request. As of
September 30, 2000, Planet would be able to draw down $35,000 per request.
The Company used cash of approximately $894,000 for continuing
operations for the nine months ended September 30, 2000. Such funds were used
primarily for research and development activities, marketing efforts and
administrative support, including a net reduction in the advance of funds of
approximately $61,000.
Net cash provided by investing activities of approximately $704,000 for
the nine months ended September 30, 2000 resulted from proceeds from the sale of
Deltco of approximately $820,000, net of Deltco's cash, offset by approximately
$116,000 used for the purchase of equipment and for the preparation and filing
of patents.
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<PAGE> 14
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
PLANET POLYMER TECHNOLOGIES, INC.
LIQUIDITY AND CAPITAL RESOURCES, CONTINUED
Net cash provided by financing activities of approximately $499,000 for
the nine months ended September 30, 2000 resulted from proceeds of approximately
$500,000 from the exercise of warrants, $102,000 from the exercise of stock
options and $3,000 from the issuance of warrants, offset by $6,000 used for
repayment of capital lease obligations and equity issuance costs of
approximately $100,000.
The Company's ability to raise additional capital may be dependent upon
the stock being quoted on the Nasdaq SmallCap Market. There can be no assurance
that the Company will be able to satisfy the criteria for continued quotation on
the Nasdaq SmallCap Market. For example, one of the criteria for continued
quotation is that the Company will maintain net tangible assets of $2 million
(net tangible assets means totals assets, excluding goodwill, minus total
liabilities). As of September 30, 2000, the Company's net tangible assets on
this basis were approximately $1.6 million. In a discussion with a
representative from NASDAQ, the Company was given until November 15, 2000 to
comply with the $2 million net tangible asset requirement, or appeal the Staff
determination that Planet be removed from the quotation system for not meeting
the net tangible asset requirement. If Planet is removed from the Nasdaq
SmallCap Market quotation system, an investor may find it more difficult to
dispose of, or to obtain accurate quotations as to the market value of, the
Company's Common Stock, and Planet may find it more difficult to raise
additional capital.
Pursuant to an agreement dated November 14, 2000, in response to an
offer by Planet to reduce the warrant exercise price from $1.00 per share to
$0.75 per share, Agway agreed to exercise its warrant to purchase 1.0 million
shares of Planet's common stock immediately. The transaction was consummated on
November 14, 2000.
If Agway had exercised its warrant at $0.75 per share by September 30,
2000 on a pro forma basis, Planet's net tangible assets, defined as total
assets, excluding goodwill, minus total liabilities, would have increased to
$2.26 million, which would have exceeded the Nasdaq minimum net tangible
asset requirement to continue quotation of Planet's common stock on the Nasdaq
SmallCap Market. Planet believes that with this capital infusion and funds
available under the Triton Stock Purchase Agreement, Planet will be able to
continue to meet the Nasdaq net tangible asset requirement through the balance
of the current fiscal year.
In addition, on November 14, 2000, Planet agreed to sell, assign and
transfer patent rights to Planet's animal feed additives, fruit and vegetable
coatings, and controlled-release fertilizer (the "Patents"), for a cash price of
$250,000 and continuation of royalty payments equal to the payments Planet would
otherwise be entitled to receive pursuant to its existing license agreement with
Agway and the sublicense agreements related thereto, as such agreements may be
amended from time to time by mutual agreement of the parties. Planet has, in
turn, agreed to pay Agway $150,000 in return for an exclusive worldwide
royalty-free license to use and commercially exploit all rights related to the
Patents for all uses other than food and agricultural initiatives.
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<PAGE> 15
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
PLANET POLYMER TECHNOLOGIES, INC.
LIQUIDITY AND CAPITAL RESOURCES, CONTINUED
The Company believes that its existing resources combined with revenues
and with the utilization of proceeds from sales under the Triton Stock Purchase
Agreement will enable the Company to maintain its current and planned operations
for the near term. However, changes in the Company's plans or other events
affecting its operating expenses, such as increases in production costs, may
cause the Company to expend its existing resources sooner than expected. The
Triton Stock Purchase Agreement provides Planet with an additional source of
capital. However, if Planet's stock price and trading volume stay at current
levels, the Company will not be able to draw down all $7,000,000 from the line
of credit since it could result in Triton's ownership of more than 9.9% of
Planet's outstanding shares of Common Stock, which is prohibited under the terms
of the Triton Stock Purchase Agreement. The Company expects that it will need to
raise substantial additional funds to continue its current and planned
operations. The Company intends to seek funding from the Triton Stock Purchase
Agreement or seek additional funding from existing and potential customers or
through public or private equity or debt financing. There can be no assurance
that financing will be available on acceptable terms, or at all.
NEW ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 entitled "Revenue Recognition in Financial
Statements." The objective of this bulletin is to provide further guidance on
revenue recognition issues in the absence of authoritative literature addressing
a specific arrangement or a specific industry. Companies must follow the
guidance in the bulletin no later than the fourth fiscal quarter of the fiscal
year beginning after December 15, 1999. Planet believes that its current revenue
recognition policy complies with the guidelines in the bulletin. Therefore, the
adoption of SAB 101 will have no impact on Planet's recognition of revenue and
reimbursable research and development costs.
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<PAGE> 16
PART II - OTHER INFORMATION
PLANET POLYMER TECHNOLOGIES, INC.
Item 1 - Legal Proceedings:
See "Note 5 - Commitments and Contingencies" in the Notes to Unaudited
Financial Statements for a review of the Company's current litigation.
Item 2 - Changes in Securities:
None
Item 3 - Defaults upon Senior Securities:
None
Item 4 - Submission of Matters to a Vote of Security Holders:
None
Item 5 - Other Information:
On October 17, 2000, Planet entered into a two-year employment agreement
with Richard Bernier, who now serves as Planet's President and Chief Executive
Officer. Planet may extend the employment term beyond the two-year for
additional one-year terms. Planet must give at least 183 days notice before
Bernier's employment may be terminated. Bernier's compensation consists of
$205,000 as an annual salary, a signing bonus of 10,000 shares of Planet's
Common Stock, a grant of a stock option under the 2000 Stock Incentive Plan to
purchase 160,000 shares of Common Stock at an exercise price of $1.50 per share,
and a year-end bonus of 2.5% for each dollar of improvement in Planet's net
losses in the fiscal year ending December 31, 2001 compared to the fiscal year
ending December 31, 2000 in the first year of the employment, and a year-end
bonus of 2.5% of Planet's earnings before income tax for any following years.
Bernier's agreement also provides that if Bernier is terminated for any reason
other than for cause during the term of employment, then he shall be engaged to
provide services to Planet pursuant to a consulting agreement.
Item 6 - Exhibits and Reports on Form 8-K:
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
11.1 Statement of Computation of Common and Common
Equivalent Shares
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K:
None
15
<PAGE> 17
PLANET POLYMER TECHNOLOGIES, INC.
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: November 14, 2000 Planet Polymer Technologies, Inc.
/s/ Robert J. Petcavich
------------------------------------------
Robert J. Petcavich
Chairman and Chief Technical Officer
(On behalf of Registrant and as
Registrant's Principal Financial and
Accounting Officer)
16
