-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HI4jHhb26Pf2XQdCybYOWEFdjN0qzIQBA9qSJ1nVpBF1NASpCgUAecKT41TXHIBM rYXb74umQH99I07d/XwPQg== 0000936392-96-000192.txt : 19960621 0000936392-96-000192.hdr.sgml : 19960621 ACCESSION NUMBER: 0000936392-96-000192 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLANET POLYMER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000896861 STANDARD INDUSTRIAL CLASSIFICATION: 2821 IRS NUMBER: 330502606 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-26804 FILM NUMBER: 96564638 BUSINESS ADDRESS: STREET 1: 9985 BUSINESS PARK WAY STE A CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 6195495130 MAIL ADDRESS: STREET 1: 9985 BUSINESSPARK AVE STREET 2: STE A CITY: SAN DIEGO STATE: CA ZIP: 92131 FORMER COMPANY: FORMER CONFORMED NAME: PLANET POLYMER TECHNOLOGY INC DATE OF NAME CHANGE: 19950511 10QSB 1 FORM 10-QSB FOR THE PERIOD ENDED 3-31-96 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 March 31, 1996 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Commission File Number: 0-26054 PLANET POLYMER TECHNOLOGIES, INC. --------------------------------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its character) CALIFORNIA 33-0502606 --------------------------------------------------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) I.R.S. Employer Identification No. 9985 Businesspark Ave., Suite A, San Diego, California 92131 --------------------------------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (619) 549-5130 --------------------------------------------------------------------------------------------------------- (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. /X/ YES / / NO Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:
Class Outstanding at March 31, 1996 ----- ----------------------------- Common Stock, no par value 5,260,664
2 PLANET POLYMER TECHNOLOGIES, INC. FORM 10-QSB QUARTERLY REPORT QUARTER ENDED MARCH 31, 1996 INDEX
PAGE NO. -------- PART I - FINANCIAL INFORMATION Item 1 Balance Sheet (Unaudited) March 31, 1996 2 Statements of Operations (Unaudited) Three Months Ended March 31, 1996 and 1995 3 Statements of Cash Flows (Unaudited) Three Months Ended March 31, 1996 and 1995 4 Statements of Shareholders' Equity (Unaudited) Three Months Ended March 31, 1996 and 1995 5 Notes to Unaudited Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II - OTHER INFORMATION Item 1 Legal Proceedings 10 Item 2 Changes in Securities 10 Item 3 Defaults upon Senior Securities 10 Item 4 Submission of Matters to a vote of Security Holders 10 Item 5 Other Information 10 Item 6 Exhibits and Reports on Form 8K 10 SIGNATURES 11
1 3 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS PLANET POLYMER TECHNOLOGIES, INC. BALANCE SHEET MARCH 31, 1996 (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 352,875 Investments 2,791,604 Accounts receivable 539,696 Inventories 319,002 Prepaid expenses 68,034 ------------ Total current assets 4,071,211 Property & equipment, net 933,115 Goodwill, net 610,036 Patents and other, net 410,133 ------------ Total assets $ 6,024,495 ============ LIABILITIES Current liabilities: Accounts payable and accrued expenses: Trade $ 304,826 Related party 12,976 Current portion of long term debt 136,291 Note payable 10,417 ------------ 464,510 Long term debt 273,728 ------------ Total liabilities 738,238 Shareholders' equity: Preferred stock, no par value, 5,000,000 shares authorized, no shares outstanding -- Common stock, no par value, 20,000,000 shares authorized, 5,260,664 shares issued and outstanding 10,800,458 Accumulated deficit (5,514,201) ------------ Total shareholders' equity 5,286,257 ------------ Total liabilities and shareholders' equity $ 6,024,495 ============
The accompanying notes are an integral part of the financial statements 2 4 PLANET POLYMER TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended March 31, 1996 1995 ----------- ----------- Development revenues $ 23,270 $ 86,121 Product sales 671,524 -- ----------- ----------- Total revenue 694,794 86,121 ----------- ----------- Operating expenses: Cost of product sales 423,702 -- General & administrative 931,720 99,814 Marketing 328,464 125,058 Research & development 215,836 134,940 ----------- ----------- 1,899,722 359,812 ----------- ----------- Loss from operations (1,204,928) (273,691) Other income, net 31,840 4,139 ----------- ----------- Net loss $(1,173,088) $ (269,552) =========== =========== Net loss per share $ (0.22) $ (0.06) =========== =========== Shares used in per share computations 5,260,664 4,266,670 =========== ===========
The accompanying notes are an integral part of the financial statements 3 5 PLANET POLYMER TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, 1996 1995 ----------- --------- Cash flows from operating activities: Net loss $(1,173,088) $(269,552) Adjustments to reconcile net loss to net cash used by operating activities Depreciation 39,098 8,052 Amortization of intangibles 21,517 10,447 Non-cash charge to compensation 592,370 Change in assets and liabilities: Accounts receivable (68,162) 20,626 Inventories (32,924) 9,566 Prepaid expenses and other assets 5,518 (1,021) Accounts payable & accrued expenses (365,300) (31,392) ----------- --------- Net cash used by operating activities (980,971) (253,274) ----------- --------- Cash flows from investing activities: Purchases of property and equipment (30,817) (48,354) Cost of patents, license and trademarks (12,597) (12,081) Acquisition of subsidiary, net of cash acquired (803,945) Sales (purchases) of investments, net (1,054,654) 137,964 ----------- --------- Net cash provided (used) by investing activities (1,902,013) 77,529 ----------- --------- Cash flows from financing activities: Proceeds from issuance of common stock, net of costs -- 44,003 Payments on note payable (10,417) -- Payments on long term debt (11,195) -- ----------- --------- Net cash provided (used) by financing activities (21,612) 44,003 ----------- --------- Net decrease in cash and cash equivalents (2,904,596) (131,742) Cash and cash equivalents at beginning of period 3,257,471 558,007 ----------- --------- Cash and cash equivalents at end of period $ 352,875 $ 426,265 =========== ========= Supplemental disclosure of non-cash activity: Stock issued in connection with acquisition of subsidiary 508,069
The accompanying notes are an integral part of the financial statements 4 6 PLANET POLYMER TECHNOLOGIES, INC. STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
Common Stock Accumulated ------------------------------ Shares Amount Deficit Total ------ ------ ------- ----- Balance at December 31, 1994 3,886,183 3,547,973 $(2,334,733) $1,213,240 Issuance of common stock, net 7,936 44,003 44,003 Net loss for the three months ended March 31, 1995 (269,552) (269,552) ---------- ----------- ----------- ---------- Balance at March 31, 1995 3,894,119 3,591,976 (2,604,285) 987,691 ========== =========== =========== ========== Balance at December 31, 1995 5,163,889 9,700,019 $(4,341,113) $5,358,906 Issuance of common stock, net 96,775 508,069 508,069 Fair value of stock options granted to an outside consultant 592,370 592,370 Net loss for the three months ended March 31, 1996 (1,173,088) (1,173,088) ---------- ----------- ----------- ---------- Balance at March 31, 1996 5,260,664 10,800,458 (5,514,201) 5,286,257 ========== =========== =========== ==========
The accompanying notes are an integral part of the financial statements 5 7 PLANET POLYMER TECHNOLOGIES, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited financial statements of Planet Polymer Technologies, Inc. (the "Company" or "Planet") 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. Accordingly they 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 only normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 1996 are not necessarily indicative of results that may be expected for the year ended December 31, 1996. For additional information, refer to the Company's financial statements and notes thereto for the year ended December 31, 1995 contained in the Company's Form 10-KSB for the fiscal year ended December 31, 1995 and the financial statements of Deltco of Wisconsin, Inc. ("Deltco") for the year ended December 31, 1995, contained in the Company's Current Report on Form 8K and Current Report on Form 8-K/A filed with the Commission on January 5, 1996 and March 15, 1996, respectively. 2. ACQUISITION Effective January 1, 1996, the Company acquired all the outstanding capital stock of Deltco, a Wisconsin corporation, from the sole stockholder of Deltco, pursuant to the terms of a Purchase and Sale Agreement dated as of January 1, 1996 (the "Agreement"). This transaction was accounted for as a purchase. Pursuant to the Agreement, the Company paid the sole stockholder of Deltco, $1,125,000 and issued 96,775 shares of restricted Common Stock of the Company valued at approximately $508,000 based on a discounted stock price at January 4, 1996, the date of announcement of the transaction. The purchase agreement also specified target net worth and cash balances at the date of transaction. The excess net worth of approximately $36,000 reduced by $24,000 due from the seller brought the total purchase price to approximately $1,646,000. The Company paid the cash portion of the purchase price out of its available cash reserves. The stock portion of the purchase price was paid with newly issued shares of the Company's Common Stock, which were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. The purchase price was allocated to the tangible assets (which included approximately $334,000 of cash) and liabilities based on fair market value at the purchase date. The remaining amount, approximately $617,000, was recorded as goodwill which will be amortized over 20 years. In addition, the Agreement provides for contingent payments to the President of Deltco based on performance criteria for each of the years ended December 31, 1996 and 1997. As a result of this acquisition, the Company is no longer considered a development stage enterprise as of January 1, 1996. Supplemental Pro Forma Results of Operations The following unaudited pro forma information presents the consolidated results of operations for the three months ended March 31, 1995, as if the acquisition had occurred at the beginning of the period and does not purport to be indicative of what would have occurred had the acquisition actually been made as of such date or of results which may occur in the future. Total revenue ...................... $ 879,658 Income from continuing operations .. 14,511 Net income ......................... 16,407 Earnings per share ................. $ 0.004 Shares used in per share computation 4,363,445
6 8 PLANET POLYMER TECHNOLOGIES, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS - (CONTINUED) 3. SHAREHOLDERS' EQUITY Options On January 31, 1996, the Company's Board of Directors granted non-statutory stock options to purchase 66,137 shares of Common Stock at an exercise price of $6.00 per share and 27,863 shares of Common Stock at an exercise price of $5.10 per share to an outside consultant of the Company. These options were fully-vested as of the date of the grant and expire on January 30, 2004. In connection with this transaction, the Company recorded a charge to income of approximately $592,000 based on the Black Scholes option-pricing model. As of March 31, 1996, none of these options have been exercised. On January 31, 1996, the Company's Board of Directors granted non-statutory stock options to acquire an aggregate of 312,620 shares of Common Stock at an exercise price of $8.125 per share to directors and employees under the 1995 Stock Option Plan. These options were fully vested as of the date of the grant and expire on January 30, 2004. As of March 31, 1996, none of these options have been exercised. On January 31, 1996, a previously granted incentive stock option to purchase 50,000 shares of Common Stock was terminated in accordance with its terms, prior to the vesting of any shares subject to such option. On February 1, 1996, the Company's Board of Directors granted incentive stock options to acquire 5,000 shares of Common Stock at an exercise price of $8.125 per share to employees under the 1995 Stock Option Plan. These options vest one year from the grant date and expire on January 31, 2004. As of March 31, 1996, none of these options have been exercised. 7 9 PART I - FINANCIAL INFORMATION ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PLANET POLYMER TECHNOLOGIES, INC. OVERVIEW Except for the historical information contained herein, the discussion of 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 in the Company's Form 10-KSB for the fiscal year ended December 31, 1995 in "Item 1 - Description of Business," including the section therein entitled "Risk Factors," and "Item 6 - - - Management's Discussion and Analysis of Financial Condition and Results of Operations." Planet Polymer Technologies, Inc. (the "Company" or "Planet") emerged from the development stage as a result of its acquisition of Deltco of Wisconsin, Inc. ("Deltco"), effective January 1, 1996. Prior to this acquisition, substantially all of the Company's resources had been devoted to the development and commercialization of its seven Enviroplastic technologies and products. Deltco is a manufacturer and reprocessor of thermoplastic scrap resins located in Ashland, Wisconsin. The Company intends to continue to use Deltco's plant, equipment and other physical property in the manner in which it was used prior to the acquisition. In addition, the Company plans to leverage its Enviroplastic technologies and sales and marketing expertise with Deltco's manufacturing experience. Planet has incurred operating losses since inception and has an accumulated deficit as March 31, 1996 of approximately $5.5 million. Pending commercial deployment of and related volume orders for the Company's Enviroplastic products, the Company expects to incur additional losses. RESULTS OF OPERATIONS Three months ended March 31, 1995 and 1996 The Company's revenues increased from approximately $86,000 during the three months ended March 31, 1995 to approximately $695,000 during the three months ended March 31, 1996. This increase primarily reflects the acquisition by Planet of Deltco, offset by the Company's continued focus on internally-funded, rather than customer-funded, product development of the Company's Enviroplastic products during the three months ended March 31, 1996. The Company will continue to participate in customer-funded development when appropriate, but believes internally-funded development is advantageous as to certain technologies and applications. General and administrative expenses increased by approximately $832,000 for the three months ended March 31, 1996 compared to the three months ended March 31, 1995. This increase is primarily attributable to a $592,370 one time, non-cash compensation expense for the fair value of options granted to an outside consultant during the quarter. In addition, increased expenditures related to the build-up of administrative infrastructure in anticipation of commercial scale-up, activities associated with the Company's status as a public company and the related reporting requirements, and the acquisition of Deltco contributed to the increase. 8 10 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) PLANET POLYMER TECHNOLOGIES, INC. RESULTS OF OPERATIONS, CONTINUED Marketing expenses increased approximately $203,000 for the three months ended March 31, 1996 compared to the three months ended March 31, 1995. This increase is attributable to the addition of sales and marketing personnel, efforts focused on increasing Deltco's customer base, and efforts focused on establishing international joint ventures, in anticipation of the commercialization of the Company's products. The Company's research and development expenses have increased approximately $81,000 for the three months ended March 31, 1996 compared to the three months ended March 31, 1995. This increase is due to accelerated efforts spent on refining the Company's hydrodegradable and compostable products and related production trials. Research and development and marketing expenses are expected to increase significantly in the future as the Company's Enviroplastic products are commercialized and continued efforts are focused on Deltco's resins. General and administrative expenses are not expected to increase significantly in the next 12 months. The Company's net loss increased from approximately $270,000 for the three months ended March 31, 1995 to approximately $1,173,000 for the three months ended March 31, 1996. This increase was due primarily to a $592,370 one time, non-cash compensation expense for the fair value of options granted to an outside consultant during the quarter. LIQUIDITY AND CAPITAL RESOURCES Since inception, Planet has financed its operations primarily through the private sale of equity securities and revenue from customer development agreements. The Company has raised approximately $4 million (net of issuance costs) from the private sale of Common Stock and exercise of warrants to purchase Common Stock. In September 1995 the Company completed its initial public offering in which it sold an aggregate of 1,150,000 shares of Common Stock to the public and received net proceeds of approximately $5.6 million. In January 1996, the Company used $1,125,000 in cash and issued 96,775 shares of restricted Common Stock valued at approximately $508,000 to acquire Deltco in a purchase transaction. In connection with the purchase, the Company now has one outstanding debt agreement related to a Small Business Administration loan secured by Deltco. As of March 31, 1996 the loan balance was approximately $410,000. The Company has no material commitments for capital expenditures. The Company has used approximately $981,000 for operations for the three months ended March 31, 1996. Such funds have been used for research and development activities, marketing efforts and administrative support. The Company has used approximately $1.9 million for investing activities for the three months ended March 31, 1965. Such funds were used primarily to purchase Deltco as well as to purchase short term investments for cash reserves. The Company believes that the proceeds generated from its initial public offering together with existing sources of liquidity and anticipated revenue, including revenues generated from Deltco, will satisfy the Company's projected working capital and other cash requirements through at least the next 12 months. There can be no assurance, however, that changes in the Company's plans or other events affecting the Company's operating expenses will not result in the expenditure of such resources before such time. The Company expects that it will need to raise substantial additional funds to establish large-scale manufacturing capabilities. The Company intends to seek additional funding from existing and potential customers or through public or private equity or debt financing. There can be no assurance that additional financing will be available on acceptable terms, or at all. 9 11 PART II - OTHER INFORMATION PLANET POLYMER TECHNOLOGIES, INC. ITEM 1 - Legal Proceedings: None 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: None ITEM 6 - Exhibits and Reports on Form 8-K: (a) 1. Financial Statements. Financial statements are included as Part I, Item 1 of this report. 2. Financial Statement Schedules. All schedules are omitted since the required information is not present or is not present in amounts sufficient to require a submission of the schedules, or because the information required is included in the financial statements and notes thereto. 3. Exhibits. Exhibit Number Description -------------- ----------- 27.1 Financial Data Schedule (b) Reports on Form 8-K. On January 5, 1996, the Company filed a Current Report on Form 8-K to report the acquisition of Deltco of Wisconsin, Inc. On March 15, 1996, the Company filed a Current Report on Form 8-K/A (Amendment No. 1) to file audited financial statements for Deltco for the fiscal years ended December 31, 1994 and 1995. 10 12 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: May 14, 1996 Planet Polymer Technologies, Inc. /s/ Robert J. Petcavich ------------------------------------------- Robert J. Petcavich President, Chief Executive Officer and Director (Principal Financial and Accounting Officer) 11 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE COMPANY'S UNAUDITED MARCH 31, 1996 BALANCE SHEET AND STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) STATEMENTS AS FILED IN THE COMPANY'S FORM 10-QSB FOR THE THREE MONTHS ENDED MARCH 31, 1996 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 352,875 2,791,604 549,696 (10,000) 319,002 4,071,211 1,600,820 (667,705) 6,024,495 464,510 273,728 0 0 10,800,458 (5,514,201) 6,024,495 694,794 694,794 423,702 423,702 1,476,020 0 0 (1,173,088) 0 (1,204,928) 0 0 0 (1,173,088) (0.22) (0.22)
-----END PRIVACY-ENHANCED MESSAGE-----