UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended September 30, 1997
[ ] 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: 0-16052
Quadrax Corporation
(Exact name of registrant as specified in its charter)
Delaware 05-0420158
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
300 High Point Avenue Portsmouth, Rhode Island 02871
(Address of principal executive offices) (Zip Code)
(401) 683-6600
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No__
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at October 31, 1997
Common Stock, par value 45,587,006 shares
$.000009 per share
QUADRAX CORPORATION
INDEX TO FORM 10-QSB
Part I - Financial Information Page
Item 1
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets 3-4
at September 30, 1997 and at December 31, 1996
Condensed Consolidated Statements of Operations 5
for the three and nine months ended
September 30, 1997 and September 30, 1996
Consolidated Statements of Additional Paid In 6
Capital for the nine months ended September 30,
1997 and September 30, 1996
Condensed Consolidated Statements of Cash Flows 7-8
for the nine months ended September 30, 1997
and September 30, 1996
Notes to Condensed Consolidated Financial Statements 9-13
Item 2
Management's Discussion and Analysis of Financial 14-19
Condition and Results of Operations
Part II - Other Information
Item 6
Exhibits and Reports on Form 8-K 20
Signatures 21
Quadrax Corporation
Consolidated Balance Sheets
(Unaudited)
ASSETS
September 30, December 31,
1997 1996
Current assets:
Cash and cash equivalents $270,957 $ 1,200,063
Accounts receivable, net of allowances
for doubtful accounts of $399,000 and $219,000,
respectively 3,355,242 883,005
Inventories 2,489,335 1,266,074
Other current assets 182,444 184,848
--------- ----------
TOTAL CURRENT ASSETS 6,297,978 3,533,990
Property and equipment, at cost:
Machinery and equipment 8,324,569 4,618,313
Office equipment 935,371 910,895
Leasehold improvements 1,131,228 1,089,119
--------- ---------
10,391,168 6,618,327
Less accumulated depreciation and amortization (4,176,364) (3,467,661)
--------- ---------
NET PROPERTY AND EQUIPMENT 6,214,804 3,150,666
Goodwill, net of amortization of $7,903 at
December 31, 1996 0 110,651
Other assets 343,275 268,179
Deferred assets, net of amortization of
$50,240 and $70,600, respectively 308,982 236,238
--------- --------
TOTAL ASSETS $13,165,039 $7,299,724
========== =========
See accompanying notes
-3-
Quadrax Corporation
Consolidated Balance Sheets
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
1997 1996
Current liabilities:
Accounts payable $ 3,210,219 $ 685,212
Accrued expenses 1,735,886 1,306,053
Current portion of long-term debt 1,177,795 856,904
--------- ---------
TOTAL CURRENT LIABILITIES 6,123,900 2,848,169
Bank and other debt, less current portion 3,267,731 360,739
Convertible debentures payable 1,700,000 1,400,000
--------- ---------
TOTAL LIABILITIES 11,091,631 4,608,908
Stockholders' equity:
Common stock 415 298
Additional paid-in capital 74,775,881 68,701,531
Retained earnings (deficit) (70,821,328) (63,757,759)
---------- -----------
3,954,968 4,944,070
Less:
Treasury stock, at cost (1,125,969) (1,125,969)
Unearned compensation and deferred expenses (155,011) (504,193)
Notes receivable for options (600,580) (623,092)
-------- ---------
TOTAL STOCKHOLDERS' EQUITY 2,073,408 2,690,816
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $13,165,039 $7,299,724
========== =========
See accompanying notes.
-4-
Quadrax Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
1997 1996* 1997 1996*
NET SALES $4,738,562 $ 723,082 $9,613,518 $2,650,426
COST OF GOODS SOLD 4,563,249 1,028,666 9,430,643 3,013,328
--------- --------- --------- ---------
Gross Profit 175,313 (305,584) 182,875 (362,902)
OPERATING EXPENSES:
Research and development 220,706 190,657 734,135 596,268
Selling, general and
administrative 1,550,612 1,394,152 4,261,466 4,063,014
Litigation and
restructuring costs 0 0 1,270,000 0
--------- --------- --------- --------
Income from operations (1,596,005) (1,890,393) (6,082,726) (5,022,184)
OTHER INCOME (EXPENSE):
Interest expense (333,326) (54,906) (1,069,105) (894,730)
Interest income 2,716 17,145 45,481 48,106
Other, net 42,112 6,393 42,781 50,338
-------- ------ --------- -------
NET LOSS ($1,884,503) ($1,921,761) ($7,063,569) ($5,818,470)
========= ========= ========= =========
NET LOSS PER COMMON SHARE ($0.04) ($0.08) ($0.19) ($0.26)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 43,427,444 24,741,950 37,942,252 22,576,236
* Reclassified to conform to current period presentation.
See accompanying notes
-5-
Quadrax Corporation
Consolidated Statements of Additional Paid In Capital
(Unaudited)
Nine Months Nine Months
Ended Ended
September 30, September 30,
1997 1996
Beginning balances, January 1, $68,701,531 $58,288,953
Dividends on preferred stock 0 1,166,666
Issuance of common stock for services
to be performed 0 299,997
Issuance of common stock for services
performed 324,792 96,243
Conversion of convertible debentures 5,436,106 5,796,831
Exercise of common stock options 74,085 662,353
Expenses incurred in raising of capital (581,809) (602,833)
Write up of Victor's fixed assets to
appraised value at deposition 892,373 0
Acquisition of Lion Golf 0 (76,421)
Miscellaneous (71,247) 15,866
---------- ----------
Ending balances $74,775,831 $65,647,655
========== ==========
See accompanying notes
-6-
Quadrax Corporation
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Nine Months Nine Months
Ended Ended
September 30, 1997 September 30, 1996
Cash flows from operating activities:
Net loss ($7,063,569) ($5,818,470)
Adjustments to reconcile net income to net cash used
in operating activities:
Depreciation & amortization of fixed assets 650,607 458,613
Amortization of intangibles 120,541 102,443
Amortization of unearned compensation 349,182 79,182
Amortization of deferred expense 0 15,000
Common stock issued for expenses 286,250 875,131
Common stock issued for interest 822,410 0
Non cash severance pay 48,960 0
Write-down of machinery and equipment 405,479 0
Effect on cash flows of changes
in assets and liabilities:
Accounts receivable and other (2,472,237) 103,965
Inventories (1,223,262) (288,237)
Prepaid expenses and other assets 2,300 (74,273)
Accounts payable 2,525,007 115,614
Accrued expenses 429,833 (189,227)
Officer payable 0 (300,000)
--------- ---------
Net cash used in operating activities (5,118,499) (4,920,259)
Cash flows from investing activities:
Capital expenditures, net of Victor's fixed
asset appraisal write-up of $2,750,000 in
nine months ended 9/30/97 (511,861) (1,460,824)
Other intangible assets purchased (105,575) (50,241)
Payments for businesses acquired,
net of cash acquired (710,175) 0
--------- ---------
Net cash used in investing activities (1,327,611) (1,511,065)
Cash flows from financing activities:
Proceeds from exercise of common stock options 9,826 27,042
Net proceeds from sale of preferred stock
and warrants 246,250 0
Issuance of debt 8,520,190 39,850
Issuance of convertible debt, net of costs 4,146,852 1,471,372
Issuance of convertible preferred stock,
net of costs 0 3,028,557
Repayment of debt (7,406,114) (95,380)
--------- ---------
Net cash provided by financing activities 5,517,004 4,471,441
--------- ---------
Net (decrease) in cash and cash equivalents (929,106) (1,959,883)
Cash and cash equivalents at beginning of period 1,200,063 2,613,555
--------- ---------
Cash and cash equivalents at end of period $270,957 $653,672
======== ========
Supplemental Cash Information:
Cash Interest Paid $210,799 $186,987
======= =======
See accompanying notes
-7-
QUADRAX CORPORATION
Consolidated Statements of Cash Flows (continued)
for the Nine Months Ended
September 30, 1997 and September 30, 1996
Supplemental schedule of significant noncash transactions:
1997:
The Company issued 11,669,945 shares of its common stock in exchange for the
cancellation of $4,410,000 of its convertible debentures.
The Company issued 514,795 shares of its common stock for payment of $324,792 of
accrued liabilities and expenses.
The Company disposed of its wholly-owned subsidiaries Lion Golf of Oregon, Inc.,
("Lion Golf"), and McManis Sports Associates, ("McManis") by Lion Golf's former
principal shareholder assuming the responsibility for all Lion Golf's
indebtedness, including $725,376 in notes payable.
1996:
The Company issued 6,355,976 shares of its common stock in exchange for the
cancellation of $3,916,666 of its convertible debentures.
The Company issued 217,026 shares of its common stock for payment in full of
$160,854 of accrued liabilities and expenses.
The Company acquired 90,308 shares of common stock for the Treasury via the
exercise of stock options.
The Company issued 300,000 shares of its common stock for consulting services.
The Company issued 1,355,132 shares of its common stock in exchange for the
cancellation of $1,166,000 of its Series B Convertible Preferred Stock.
The Company issued 522,738 shares of its common stock to the former shareholders
of McManis Sports Associates, Inc. in settlement of a claim relating to the sale
to the Company of all of the issued and outstanding shares of Common Stock of
McManis Sports Associates, Inc. in 1994.
-8-
Quadrax Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. The unaudited condensed consolidated financial statements presented herein
have been prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by generally
accepted accounting principles. In the opinion of management, such condensed
consolidated financial statements include all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the Company's
financial position as of September 30, 1997 and the results of operations for
the nine months ended September 30, 1997 and September 30, 1996. The results of
operations for the nine month period ended September 30, 1997 may not be
indicative of the results that may be expected for the year ending December 31,
1997. It is suggested that these Condensed Consolidated Financial Statements be
read in conjunction with the Consolidated Financial Statements and the notes
thereto included in the Company's latest annual report to the Securities and
Exchange Commission on Form 10-KSB/A for the year ended December 31, 1996.
2. Debt
Long-term debt consists of the following:
September 30, December 31,
1997 1996
Notes payable - bank $4,095,193 $ 654,464
Notes payable - to former Lion
shareholders and others 0 290,563
Equipment notes payable 145,333 97,616
Other non-interest bearing notes 205,000 175,000
--------- --------
4,445,526 1,217,643
Less current maturities (1,177,795) (856,904)
--------- --------
$3,267,731 $360,739
========= =======
Note Payable - Bank
The Company's wholly-owned subsidiary, Victor Electric Wire & Cable Corporation
("Victor"), a New York corporation, has a $5,000,000 loan agreement with
Congress Financial Corporation, "Congress". The loan arrangement with Congress
provides for a three-year revolving credit facility of up to $3,550,000, a
$950,000 fully amortizing five year term loan and an equipment financing
facility of up to $500,000, also based upon a five year fully-amortizing
repayment schedule. All of such loans bear interest at a rate of prime plus
1.5%. The Company has guaranteed all of the obligations of Victor to Congress.
As of September 30, 1997, the total amount due Congress pursuant to this loan
agreement was $4,095,193.
-9-
Quadrax Corporation
Notes to Condensed Consolidated Financial Statements (continued)
This Agreement is secured by substantially all of Victor's assets including, but
not limited to, inventory, receivables, and fixed assets. The amount available
under the revolving loan is limited by a formula based on accounts receivable
and inventory. The Company intends that approximately $2,500,000 would remain
outstanding under this agreement for an uninterrupted period extending beyond
one year from September 30, 1997. As a result, this amount under the revolving
loan agreement have been classified as long-term debt.
Convertible Debentures
In February 1997, the Company issued $3,210,000 of its Convertible Debentures
for net proceeds to the Company of $2,889,000. Interest is payable at the rate
of 8% per annum commencing August, 1997 on the unconverted debentures as of
August, 1997. The debentures are convertible at various times ranging from
sixty days to one hundred and fifty days after the date of issuance into a
number of shares of common stock that can be purchased for a price equal to
eighty percent of the average closing bid price of the common stock on the five
trading days immediately prior to the conversion date. At September 30, 1997,
the holders of these convertible debentures had converted $3,010,000 of the
debentures into 7,754,037 shares of common stock of the Company.
In August 1997, the Company issued $1,500,000 of its three year Convertible
Debentures out of a total potential issuance of $3,500,000 for net proceeds to
the Company of $1,359,475. Interest is payable at the rate of 8% per annum
commencing upon issuance date on the debentures. The debentures are convertible
at various times commencing October 3, 1997, into a number of shares of common
stock that can be purchased for a price equal to seventy-five percent of the
average closing bid price of the common stock for the ten trading days
immediately preceding the date of conversion of the Debenture. At September 30,
1997, the holders of these convertible debentures had converted none of the
debentures into shares of common stock of the Company.
Subsequent to September 30, 1997, The Company issued an additional $750,000 of
these convertible debentures which are convertible into shares of common stock
of the Company under similar terms and conditions as outlined above.
-10-
Quadrax Corporation
Notes to Condensed Consolidated Financial Statements (continued)
3. Shareholders Equity
The Company's capital shares are as follows:
Class A Convertible Preferred Stock, $10.00 par value, 300,000 shares authorized
at September 30, 1997 and December 31, 1996, and -0- shares issued and
outstanding at September 30, 1997 and December 31, 1996.
Common Stock, $.000009 par value, 90,000,000 shares authorized at September 30,
1997 and December 31, 1996, and 45,587,006 shares and 32,680,817 shares
outstanding at September 30, 1997 and December 31, 1996, respectively.
4. Earnings Per Share
For the fiscal periods ending September 30, 1997 and September 30, 1996, the net
loss per share was computed using the weighted number of average shares
outstanding during the respective periods. Common Stock equivalents did not
enter into the computation because the impact would have been anti-dilutive.
5. Acquisition of Victor Electric Wire & Cable Corp.
On May 7, 1997, the Company acquired all of the outstanding stock of Victel,
Inc., a Delaware corporation ("Victel"), whose sole asset was all of the
outstanding stock of Victor Electric Wire & Cable Corp. ("Victor"), a
manufacturer of electric power cords and interconnect cables, for $720,000 cash
and the assumption of approximately $2,840,000 of existing bank debt. The
existing bank debt was refinanced at the closing by means of Victor entering
into a new working capital and term credit agreement with Congress Financial
Corporation.
6. Disposition of Lion Golf of Oregon, Inc.
On June 4, 1997, the Company completed its disposition of Lion Golf of Oregon,
Inc., an Oregon corporation ("Lion Golf"), pursuant to the terms of an Agreement
for the sale of common stock dated as of May 31, 1997.
-11-
Quadrax Corporation
Notes to Condensed Consolidated Financial Statements (continued)
Pursuant to the Lion Golf Stock Disposition Agreement, the Company sold all of
the outstanding stock of Lion Golf of Oregon, Inc. and McManis Sports
Associates, Inc. to Lion Golf's former principal stockholder, Robert K. Cole.
In connection therewith Mr. Robert Cole and Lion Golf assumed the responsibility
for approximately $1,200,000 of Lion Golf's indebtedness, including the Bank of
Cascades accounts receivable/inventory working capital line with Lion Golf which
had an outstanding balance due of $449,838 at May 31, 1997. As additional
consideration, the Company's unrecorded unsecured promissory note payable to Mr.
Cole was canceled along with the Company's five year employment agreements with
Mr. Robert K. Cole as Chief Executive Officer of Lion Golf and Mr. James Cole as
President of Lion Golf.
7. Reclassification of Expenses of Prior Period
Depreciation and amortization which were shown as separate line items, as well
as utilities and rent which was shown as selling general and administration
expenses in the Statement of Operations in prior periods have been
reclassified. The Company currently is allocating these items to the functional
categories that produce the expenses and as such has reclassified the prior
period presentation of these items.
-12-
Quadrax Corporation
Segment Information
(Unaudited)
Nine months ended September 30,
1997* 1996
Net sales
Quadrax Corporation $ 1,926,162 $ 2,650,426
Victor Electric Wire & Cable Corporation 7,687,356 0
------------ ------------
$ 9,613,518 $ 2,650,426
Gross profit
Quadrax Corporation $ (997,815) $ (362,902)
Victor Electric Wire & Cable Corporation 1,180,690 0
------------ -----------
$ 182,875 $ (362,902)
Total assets
Quadrax Corporation $ 4,476,749 $ 7,299,724
Victor Electric Wire & Cable Corporation 8,688,290 0
------------- -----------
$ 13,165,039 $ 7,299,724
Depreciation and amortization expense
Quadrax Corporation $ 1,023,714 $ 655,238
Victor Electric Wire & Cable Corporation
-Depreciation and amortization 222,263 0
-Restatement of prior period
amortization (125,647) 0
------------- ------------
$ 1,120,330 $ 655,238
* Information for Victor Electric Wire & Cable Corporation is from the date
of
acquisition, May 7, 1997 to September 30, 1997.
-13-
Item II
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain matters discussed in this section and
elsewhere in this Form 10-QSB are forward-looking statements. These
forward-looking statements involve risks and uncertainties including, but not
limited to, economic conditions, product demand and industry capacity,
competition, and other risks as noted immediately below.
Competition. As the Company enters the sporting goods and recreational
equipment market, it faces competition from other materials used in the
manufacture of such goods and equipment, and from other suppliers of
thermoplastic composites. The Company's success in entering this market
will depend largely upon its ability to displace other materials currently in
use. If the Company is unsuccessful in creating a niche within the sporting
goods and recreational equipment market by convincing the market of the
strategic benefits of thermoplastic composites, the Company would be
adversely affected. Many of the companies whose product offerings compete with
the Company's product offerings have significantly greater financial,
manufacturing and marketing resources than the Company. The Company also faces
competition from suppliers of similar products who do not use thermoplastic
materials. With the acquisition of Victor Electric Wire and Cable Corporation
("Victor"), the Company has also entered the electric cordset industry, which
also faces a strong competition environment both domestically and from numerous
overseas competitors which enjoy labor cost advantages over Victor.
Development of Distribution Channels. Success in the sporting goods and
recreational equipment market will also hinge on the Company's ability to
develop distribution channels, including both retailers and distributors, and
there can be no assurance that the Company will be able to effectively develop
such channels.
Continued Investment. Maintaining the Company's technological and strategic
advantages over its competitors will require continued investment by the Company
in design and development, sales and marketing, and customer service and
support. There can be no assurance that the Company will have sufficient
resources to make such investments.
Technological Advances. The Company's ability to maintain a competitive edge
by making technological advances ahead of its competition will have a
significant impact on the success of the Company and there can be no assurance
that the Company will have the technical or financial resources to maintain or
exploit any such advantages.
Outside Financing. The Company will need to obtain significant outside
financing in order to continue as a going concern. There can be no assurance
that it will be able to obtain such financing or obtain such financing on
favorable terms. Read this in conjunction with the Liquidity and Capital
Resources Section.
-14-
Results of Operations for Quarter Ended September 30, 1997 as Compared to
Quarter Ended September 30, 1996
The Company's net loss from operations for the quarter ended September 30,
1997 ("1997 third quarter") of $1,885,000 was approximately $37,000 less than
its net loss from operations of approximately $1,922,000 for the quarter ended
September 30, 1996 ("1996 third quarter"). As Quadrax continues in its
transition from a development company to a manufacturing company the continued
high costs associated with the start up West Coast Golf operation, the
transition from a small quantity to a high volume producer and the market
penetration costs including samples and incentive product programs continue to
be reflected in the operating results. The decrease in the net loss for the
1997 third quarter primarily results from: (1) the disposition of
Lion Golf which had a favorable impact of approximately $763,000; (2) the
acquisition ofVictor Electric Wire and Cable Corp., ("Victor") on May 7, 1997,
which produced a $40,000 net income for the quarter; and (3) the net
favorable impact of other costs of approximately $80,000. This decrease is
offset by losses related to start up operations of the Golf division
approximately $473,000, severance costs of approximately $169,000 and additional
interest cost of $206,000.
Total sales during the 1997 third quarter were $4,739,000 compared to
$723,000 in the 1996 third quarter, an increase of $4,016,000. This increase in
sales in the 1997 third quarter is attributable to Victor for approximately
$4,281,000 and to Quadrax Advanced Materials products for approximately
$335,000, offset by the disposition of Lion Golf which resulted in approximately
$600,000 less in sales for the quarter.
Cost of goods sold for the 1997 third quarter of $4,563,000 increased
approximately $3,534,000 vis-a-vis the 1996 third quarter. As discussed
previously, Advanced Materials products operations continue to experience costs
associated with transition, start up operations and low sales volume. Costs for
the 1997 third quarter increased as compared to the 1996 third quarter due to
costs increasing as a result of volume by approximately $3,304,000 and increased
transition, start up and unabsorbed fixed costs of approximately $271,000.
Research and development expenses were $221,000 in the third quarter 1997,
which was $31,000 higher than in the third quarter 1996. The reason for this
increase in the third quarter 1997 is that the Company was capitalizing product
development costs in the 1996 third quarter relating to the development of the
golf shaft manufacturing facility in Vista, California.
Selling, general and administrative expenses increased by $157,000 to
$1,551,000 in the three months ended September 30, 1997 over the comparable
period a year ago. The primary reasons for this increase are the additional
expenses related to the acquisition of Victor of approximately $396,000, the
start up operation on the West Coast of $239,000 and severance costs of
$169,000, offset by the decrease in expenses resulting from the disposition of
Lion Golf of approximately $645,000.
-15-
Interest expense for the third quarter of 1997 increased by $278,000 to
$333,000. This increase reflects the Company's 1997 subordinated debt issuances
where the imputed interest expense discount was less in the third quarter 1996
than in the third quarter 1997.
Interest income decreased $14,000 to $3,000 in the three months ended
September 30, 1997, as compared to the same period one year ago because of the
greater amount of money the Company had on deposit in interest bearing paper in
1996.
Other income increased $36,000 to $42,000 in the 1997 third quarter. The
primary reason for this increase is that the Company received a sales tax
refund from three years ago.
Results of Operations for Nine Months Ended September 30, 1997 as compared to
Nine Months Ended September 30, 1996
The Company's net loss from operations for the nine months ended September
30, 1997("1997 period") of $7,064,000 was approximately $1,246,000 more than its
net loss from operations of approximately $5,818,000 for the nine months ended
September 30, 1996 ("1996 period"). As Quadrax continues in its transition from
a development company to a manufacturing company, the continued high costs
associated with the start up West Coast Golf operation, the transition from a
small quantity to a high volume producer and the market penetration costs
including samples and incentive product programs continue to be reflected in the
operating results. The increase in the net loss for the 1997 nine months
primarily results from losses related to transition, start up and low volume
operations of approximately $1,740,000, litigation losses and divestiture of
assets and trademark licenses in the first half of 1997 approximating
$1,270,000, severance costs of approximately $169,000 and additional interest
cost of $70,000. This increase is offset by: (1) the disposition of Lion Golf
which had a favorable impact of approximately $1,206,000; (2) the acquisition
of Victor Electric Wire and Cable Corp., ("Victor"), on May 7, 1997, which
produced a $336,000 net income for the nine months; and (3) the net favorable
impact of other costs of approximately $462,000.
Total sales during the 1997 period were $9,614,000 compared to $2,650,000 in
the 1997 period, an increase of approximately $6,964,000. This increase in sales
in the 1997 period is attributable to Victor for approximately $7,687,000 and to
Quadrax Advanced Materials products for approximately $554,000, offset by the
disposition of Lion Golf which resulted in approximately $1,277,000 less in
sales for the period.
Costs of goods sold increased $6,418,000 in the 1997 period to $9,431,000. As
discussed previously, Quadrax on the Advanced Materials products operations
continues to experience costs associated with transition, start up operations
and low sales volume. Costs for the 1997 periodincreased as compared to the
1996 period due to costs increasing as a result of volume by approximately
$5,714,000 and transition, start up and unabsorbed fixed costs of approximately
$704,000.
-16-
Research and development expenses were $734,000 in the 1997 period, an
increase of $138,000 as compared to $596,000 in the 1996 period. The reason for
this increase is that the Company was capitalizing product development costs in
the 1996 period relating to the development of the golf shaft manufacturing
facility in Vista, California. In the 1997 period, this facility was being
depreciated by the Company and product development costs were being expensed as
incurred.
Selling, general and administrative expenses increased by $198,000 in the
1997 period to $4,261,000. The primary reasons for this increase are the
additional expenses related to the acquisition of Victor of approximately
$684,000, the start up operation on the West Coast of $661,000 and severance
costs of $169,000, offset by the decrease in expenses resulting from the
disposition of Lion Golf of approximately $1,252,000.
Litigation and restructuring costs in the 1997 period were $1,270,000 while
in the 1996 period such expenses were not present. These 1997 restructuring
reserves relate to the following: (1) the cost of the pultrusion machine and
deferred compensation agreements relating to the 1996 Vega, U. S. A.
acquisition, $645,000; (2) costs relating to the divestiture of Lion Golf in
May 1997, primarily goodwill, $200,000; and (3) costs relating to the
finalization of the termination of the Wimbledon tennis racquet licensing
relationship, $425,000.
Interest expense in the 1997 period was $1,069,000, while in 1996, it was
$895,000, an increase of $174,000. This increase reflects the Company's 1997
subordinated debt issuances where the imputed interest discount was less in the
1996 period than in the 1997 period.
Interest income in the 1997 period was $45,000, a decrease of $3,000 from the
1996 period. The reason for this decrease was the Company had a greater amount
of money invested in interest bearing paper in 1996.
Other income decreased $7,000 to $43,000 in the 1997 period. The primary
reason for this decrease is that the Company's Lion Golf subsidiary settled a
product trademark dispute with a competitor and received a lump-sum settlement
of $40,000 from that entity in the 1996 first half which was offset by the
effect of a sales tax refund of $27,000 in the 1997 period.
Financial Position, Liquidity and Capital Resources
At September 30, 1997, the Company had total assets of $13,165,000 and
stockholders' equity of $2,073,000. Current assets were $6,298,000 and current
liabilities were $6,124,000 resulting in working capital of approximately
$174,000 which is a decrease of approximately $511,000 from December 31, 1996,
when working capital was approximately $685,000. This decrease in working
capital resulted from the Company's continued losses from operations in the 1997
period.
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Cash and cash equivalents decreased by approximately $929,000 from December
31, 1996. This decrease is due primarily to the Company's use of approximately
$5,118,000 to fund its operations, capital expenditures of approximately
$512,000 and the expenditures of approximately $816,000 related to the purchase
of Victor in May 1997. These expenditures were offset by the Company's raising
of additional capital of approximately $4,403,000 along with net bank new debt
incurred of $1,114,000.
Accounts receivable increased by approximately $2,472,000. The primary
reasons for this increase is due to the Company's acquisition of Victor in May
1997 increasing accounts receivable by approximately $2,995,000, offset by the
disposition of Lion Golf which decreased accounts receivable by $388,000.
Inventories increased by approximately $1,223,000. This increase is
primarily derived from the additional inventory the Company gained when it
purchased Victor approximately $1,850,000, offset by the disposition of Lion
Golf which decreased inventories by $780,000.
Other current assets decreased by approximately $2,000 between September 30,
1997 and December 31, 1996, an insignificant fluctuation.
Current portion of long term debt increased by approximately $321,000. This
increase reflects the Company's Victor subsidiary's new working capital line
with Congress Financial Corporation, net of the assumption of the Bank of
Cascades line of credit by the new owners of Lion Golf.
Accounts payable and accrued expenses increased approximately $2,955,000 from
$1,991,265 at December 31, 1996. This increase relates to the acquisition of
Victor in May 1997 for approximately $2,645,000, start up operations
approximately $287,000, offset by the disposition of Lion Golf for a decrease of
approximately $129,000.
Long term debt increased approximately $2,907,000 to $3,268,000 at September
30, 1997. This increase principally results from the additional term debt
relating to the Victor acquisition, net of the long term debt assumed by the new
owners of Lion Golf when this entity was divested by the Company as of May 31,
1997.
Convertible debentures increased to $1,700,000 at September 30, 1997 from
$1,400,000 at December 31, 1996. This reflects the debenture holder's
conversion of $4,410,000 of its debentures to common stock during the nine
months ended September 30, 1997, along with the issuance of an additional
$3,210,000 of convertible debentures in February 1997 and an additional
$1,500,000 of convertible debentures in August, 1997.
In the first nine months of fiscal 1997, capital expenditures were
approximately $1,328,000. These capital expenditures relate primarily to monies
expended for the acquisition of Victor in May 1997 totaling approximately
$710,000, along with Victor capital additions since the acquisition of
approximately $166,000 and other capital additions at Quadrax of approximately
$452,000.
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The Company generated revenues of approximately $9,614,000 in the first nine
months of fiscal 1997, and as a result, operations were not a total source of
funds or liquidity for the Company. The Company continues to depend on outside
financing for the cash required to fund its operations. Net funds provided by
financing activities in the first nine months of fiscal 1997, after giving
effect to the repayment of debt, totaled approximately $5,517,000 during the
period ended September 30, 1997.
The Company believes that funds provided by operations, cash on hand
(approximately $271,000 at September 30, 1997), monies, $1,500,000 and $750,000,
raised from the sale of convertible debentures in August 1997 and October 1997,
respectively, and the Company's binding commitment from the purchasers of the
convertible debentures sold in August 1997 to purchase up to an additional
$1,250,000 of convertible debentures prior to the end of the first quarter of
fiscal 1998 will be sufficient to meet the Company's near-term cash
requirements. The Company is currently pursuing senior bank lenders to obtain
financing in order to fund operations in the short term. In the event the
Company is unsuccessful in securing such financing in early 1998, the Company
would have to consider additional cost cutting programs beyond those recently
implemented.
The Company received a going concern qualification from its outside
independent auditors on its fiscal 1996 audited financial statements. While the
Company believes it has made and will continue to make substantial progress
towards achieving profitability, the results to date have not yet been
sufficient to negate the auditors' qualifications. Management believes that the
Company will be able to continue to raise money from outside third parties in
sufficient amounts to support its operations until the time in which the
Company's consumer product programs generate sufficient revenues.
There is no assurance that the Company's efforts to achieve viability and
profitability or to raise money will be successful. It is difficult for the
Company to predict with accuracy the point at which the Company will be viable
and profitable or whether it can achieve viability or profitability at all,
due to the difficulty of predicting accurately the amount of revenues that the
Company will generate, the amount of expenses that will be required by its
operations, and the Company's ability to raise additional capital.
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QUADRAX CORPORATION
Part II - Other Information
Item 1 - Legal Proceedings.
There have been no material developments in the pending suit of
Power Stock Manufacturing Inc. et al. v. Quadrax, previously described in the
Company's Form 10-QSB for the quarter ended June 30, 1997.
Items 2(a) and 2(c) - Modification of Terms of 8% Convertible Debentures
Issued in August and October 1997, and Issuance of Additional Debentures.
The Company has sold a further $1,250,000 principal amount of the
8% convertible debentures previously described in the Company's Form 10-QSB for
the quarter ended June 30, 1997. In consideration of the investors purchasing
the $1,250,000 principal amount of debentures before the Company had effected
registration of the underlying common stock for resale by such investors, the
Company agreed to increase the discount to market price on conversion of the
debentures from 80% of the market price of the common stock to 75% of market
price, and to increase the discount to market price on tranches taken down
following effectiveness of the registration statement for 86% to 75%.
In addition, the exercise price of the 700,000 warrants granted to the
purchasers was reduced from $0.59 per share to $0.50 per share.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule (Electronic Filing Only)
(b) Reports on Form 8-K
The Company did not file any new reports on Form 8-K during the
quarter.
However, on October 23, 1997, the Company filed an amended Form 8-K,
previously filed on May 16, 1997 and amended July 18, 1997, with
respect to Item
2 - the Company's acquisition of Victor Electric Wire and Cable
Corporation, and Item 7 - the pro-forma financial statements of the
Company with respect to such acquisition.
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QUADRAX CORPORATION
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.
November 14, 1997 /s/ James J. Palermo
(Date) James J. Palermo, Chairman and
Chief Executive Officer
November 14, 1997 /s/ Brooks R. Herrick
(Date) Brooks R. Herrick,
Executive Vice President,
and Chief Financial Officer
(Principal Accounting Officer)
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