U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1998
[ ] Transition Report Under to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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)
618 Main Street, West Warwick, Rhode Island 02893
- --------------------------------------------------------------
(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)
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 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
Check whether the issuer has filed all documents and reports
required to be filed by Section 12,13, or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed
by a court.
Yes No X
As of November 18, 1998, there were outstanding 45,544,176 shares
of Common Stock, par value $.000009 per share.
Part I - Financial Information
Item 1 Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at
September 30, 1998 and at December 31, 1997
Condensed Consolidated Statements of Operations
for the three and nine months ended September 30, 1998
and September 30, 1997
Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 1998 and
September 30, 1997
Notes to Condensed Consolidated Financial
Statements
Quadrax Corporation
Consolidated Balance Sheets
(Unaudited)
ASSETS
September 30, December 31,
1998 1997
--------- ---------
Current assets:
Cash and cash equivalents $ 1,579 $ 53,042
Accounts receivable, less allowances
of $146,000 at September 30, 1998 and
$106,000 at December 31, 1997 3,060,319 2,346,881
Inventories 2,606,420 2,408,190
Other current assets 112,096 159,639
--------- ---------
TOTAL CURRENT ASSETS 5,780,414 4,967,752
Property and equipment, at cost:
Machinery and equipment 6,781,898 7,063,791
Office equipment 950,481 958,451
Leasehold improvements 1,182,163 1,179,563
--------- ---------
8,914,542 9,201,805
Less accumulated depreciation and
amortization (4,295,446) (4,119,284)
--------- ---------
NET PROPERTY AND EQUIPMENT 4,619,096 5,082,521
Other assets 115,779 88,414
Deferred assets, less amortization of
$80,250 and $66,000 at September 30, 1998
and December 31, 1997, respectively 286,926 304,639
---------- ----------
TOTAL ASSETS $10,802,215 $10,443,326
========== ==========
See accompanying notes to the consolidated financial statements
Quadrax Corporation
Consolidated Balance Sheets (continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
1998 1997
--------- ---------
Current liabilities not subject
to compromise:
Current portion of long-term debt $ 1,651,297 $ 1,109,515
Accounts payable 2,931,531 3,611,058
Accrued expenses 456,902 1,889,035
--------- ---------
TOTAL CURRENT LIABILITIES NOT SUBJECT
TO COMPROMISE 5,039,730 6,609,608
Liabilities subject to compromise 7,527,164 -0-
Long-term debt, less current portion 2,550,053 2,711,221
Convertible debentures payable -0- 3,187,500
--------- ---------
TOTAL LIABILITIES 15,116,947 12,508,329
Stockholders' equity:
Common stock 417 417
Additional paid-in capital 73,881,995 73,881,994
Retained earnings, deficit (76,470,595) (74,220,865)
--------- ----------
(2,588,183) (338,454)
Less:
Treasury stock, at cost; 656 shares of
Original convertible preferred stock
at September 30, 1998 and December 31, 1997
and 1,090,843 at September 30, 1998 and
December 31, 1997, shares of common stock (1,726,549) (1,726,549)
--------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (4,314,732) (2,065,003)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $10,802,215 $10,443,326
========== =========
See accompanying notes to the consolidated financial statements
Quadrax Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
------------------------------ -----------------------------
1998 1997 1998 1997
--------- --------- --------- ---------
NET SALES $4,602,429 $ 4,738,562 $13,508,603 $9,613,518
COST OF GOODS SOLD 3,848,951 4,563,249 12,008,674 9,462,893
--------- --------- --------- ---------
Gross Profit 753,478 175,313 1,499,929 150,625
OPERATING EXPENSES:
Research and development -0- 220,706 70,768 767,235
Selling, general and
administrative 522,888 1,550,612 2,010,133 4,276,766
Litigation and
restructuring costs -0- -0- -0- 1,270,000
Provision for bad debt -0- -0- 45,531 -0-
--------- --------- --------- ---------
Income from operations 230,590 (1,596,005) (626,503) (6,163,376)
OTHER INCOME (EXPENSE):
Interest expense (112,691) (333,326) (444,021) (1,069,105)
Interest income -0- 2,716 -0- 45,481
Other, net ( 2,341) 42,112 20,727 42,781
-------- -------- --------- --------
LOSS BEFORE
REORGANIZATION ITEMS 120,240 (1,884,503) (1,049,797) (7,144,219)
Reorganization items
(Note 8) 102,626 -0- 1,199,933 -0-
-------- -------- --------- ---------
NET LOSS ($ 17,614) ($1,884,503) ($2,249,730) ($7,144,219)
========= ========= ========= =========
NET LOSS PER COMMON SHARE ($0.00) ($0.04) ($0.05) ($0.19)
========= ========= ========= =========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 45,544,176 43,427,444 45,363,007 37,942,252
========= ========= ========= =========
See accompanying notes to the consolidated financial statements
Quadrax Corporation
Consolidated Statements of Cash Flows
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Nine Months Nine Months
Ended Ended
September 30, 1998 September 30, 1997
----------------- --------------
Cash flows from operating activities:
Net loss ($2,249,730) ($7,063,569)
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation & amortization of
fixed assets 471,880 650,607
Amortization of intangibles 21,375 120,541
Amortization of unearned compensation -0- 349,182
Common stock issued for expenses -0- 286,250
Common stock issued for interest -0- 822,410
Non-cash severance pay 48,960
Write-down of machinery and equipment -0- 405,479
Provision for bad debt 40,000 -0-
Increase (decrease) in cash resulting
from changes in:
Accounts receivable (753,438) (2,472,237)
Inventories (198,230) (1,223,262)
Prepaid expenses and other assets 42,296 2,300
Accounts payable 951,463 2,525,007
Accrued expenses 1,011,023 429,833
----------- -----------
Net cash used in operating activities (663,361) (5,118,499)
----------- -----------
Cash flows from investing activities:
Capital expenditures, net (8,455) (511,861)
Other intangible assets purchased (25,780) (105,575)
Payments for businesses acquired
net of cash acquired -0- (710,175)
----------- -----------
Net cash provided by (used in)
investing activities (34,235) (1,327,611)
----------- -----------
Cash flows from financing activities:
Proceeds from exercise of common
stock options -0- 9,826
Net proceeds from sale of
preferred stock and warrants -0- 246,250
Issuance of convertible debt,
net of costs -0- 4,146,852
Issuance of debt 1,231,689 8,520,190
Repayment of debt (585,556) (7,406,114)
----------- -----------
Net cash provided by financing activities 646,133 5,517,004
----------- ----------
Net increase (decrease) in cash
and cash equivalents (51,463) (929,106)
Cash and cash equivalents at
beginning of period 53,042 1,200,063
----------- -----------
Cash and cash equivalents
at end of period $ 1,579 $270,957
=========== ==========
See accompanying notes to the consolidated financial statements
QUADRAX CORPORATION
Consolidated Statements of Cash Flows (continued)
for the Nine Months Ended
September 30, 1998 and September 30, 1997
Supplemental schedule of significant noncash transactions:
1998:
None
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.
Quadrax Corporation
Notes to Condensed Consolidated Financial Statements
1. Basis of Presentation
The accompanying consolidated financial statements have
been prepared assuming the Company will continue to
operate as a going concern which requires the
realization of assets and settlement of liabilities in
the ordinary course of business. However, as a result
of the Chapter 11 filing and circumstances relating to
this event, including the Company's losses from
operations, such realization of assets and liquidation
of liabilities is subject to significant uncertainty.
While under the protection of Chapter 11, the Company
may sell or otherwise dispose of assets, and liquidate
or settle liabilities, for amounts other than those
reflected in the financial statements. Further, a plan
of reorganization could materially change the amounts
reported in the financial statements, which do not give
effect to all adjustments or the carrying value of
assets or liabilities that might be necessary as a
consequence of a plan of reorganization.
The appropriateness of using the going concern basis is
dependent upon, among other things, confirmation of a
plan of reorganization, future profitable operations of
the operating subsidiary and the ability to generate
sufficient cash from collection of receivables and
sales of non-strategic assets to meet the obligations
of the Company during its status as Debtor-in-
Possession.
Quadrax Corporation
Condensed Consolidated Financial Statements
September 30, 1998 (000's)
------------------------------------------------------
Parent
CONSOLIDATED Company
BALANCE (Debtor-in- Victor
SHEET Possession) Corporation Eliminations Consolidated
- --------------- ----------- ------------ ----------- ----------
ASSETS
Current assets $ 417 $5,363 $ $ 5,780
Property, plant &
equipment, net 2,249 2,370 4,619
Investment in
Subsidiary 720 -0- (720) -0-
Other assets 317 86 -0- 403
------ ------ ------ ------
TOTAL ASSETS $3,703 $7,819 ($ 720) $10,802
====== ====== ====== =======
September 30, 1998 (000's)
------------------------------------------------------
Parent
LIABILITIES AND Company
STOCKHOLDERS (Debtor-in- Victor
EQUITY (DEFICIT) Possession) Corporation Elimination Consolidated
- --------------- ----------- ------------ ----------- ----------
LIABILITIES NOT
SUBJECT TO COMPROMISE
Current portion of
long-term debt $ -0- $1,651 $ -0- $ 1,651
Accounts payable 124 2,808 -0- 2,932
Accrued expenses -0- 457 -0- 457
------ ------ ------ ------
Current liabilities
not subject to
compromise 124 4,916 -0- 5,040
LIABILITIES SUBJECT
TO COMPROMISE 7,527 -0- -0- 7,527
LONG TERM DEBT, LESS
CURRENT PORTION -0- 2,550 -0- 2,550
------ ------ ------ ------
Total liabilities 7,651 7,466 -0- 15,117
STOCKHOLDERS EQUITY
(DEFICIT) (3,947) 352 (720) (4,315)
------ ------ ------ ------
$3,704 $7,818 ($ 720) $10,802
====== ====== ====== =======
September 30, 1998 (000's)
------------------------------------------------------
Parent
CONSOLIDATED Company
STATEMENT (Debtor-in- Victor
OF CASH FLOWS Possession) Corporation Elimination Consolidated
- --------------- ----------- ------------ ----------- ----------
NET CASH PROVIDED BY
(USED IN) OPERATING
ACTIVITIES ($ 46) ($ 302) $ -0- ($ 348)
NET CASH PROVIDED BY
(USED IN) INVESTING
ACTIVITIES -0- (28) -0- (28)
NET CASH PROVIDED BY
(USED IN) FINANCING
ACTIVITIES -0- 335 -0- 335
------ ------ ------ ---------
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS (46) 5 -0- (41)
CASH AND CASH
EQUIVALENTS AT
BEGINNING OF
PERIOD 49 4 -0- 53
------ ------ ------ ------
CASH AND CASH
EQUIVALENTS AT
END OF PERIOD $ 3 $ 9 $ -0- $ 12
======= ======= ====== =======
Liabilities subject to compromise as of September 30, 1998 consist of the
following (000's):
Secured claims $ 162
Unsecured priority tax claims 103
Unsecured priority employee related claims 88
Unsecured non-priority employee related claims 1,076
Unsecured notes payable 131
Unsecured convertible debentures payable (Note 3) 3,188
Unsecured accrued interest 252
Unsecured other trade payables and accrued expenses 2,527
------
$7,527
======
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
For the Nine Months ended September 30, 1998 (000's)
----------------------------------------------------
Parent
CONSOLIDATED Company
STATEMENT OF (Debtor-in- Victor
OPERATIONS Possession) Corporation Eliminations Consolidated
- --------------- ----------- ------------ ----------- ----------
Net sales $ 387 $13,121 $ -0- $13,508
Cost of sales 559 11,450 -0- 12,009
------ ------- ----- -------
Gross Profit (172) 1,671 -0- 1,499
Research &
development 71 -0- -0- 71
Selling, general &
administrative expenses 382 1,627 -0- 2,009
Provision for bad debt 46 -0- -0- 46
------ ------- ----- -------
Income (loss) from
operations (671) 44 -0- (627)
Interest(expense)
income, net (114) (330) -0- (444)
Other income (expense) 23 (2) -0- 21
------ ------- ----- -------
Income (loss) before
Reorganization items (762) (288) -0- (1,050)
Reorganization items (1,200) -0- -0- (1,200)
------ ------- ----- -------
Net Income (loss) ($ 1,962) ($ 288) $ -0- ($ 2,250)
======== ======== ===== =======
2. Significant Accounting Policies.
The unaudited condensed consolidated financial statements
presented herein have been prepared in accordance with the
instructions to Form 10-QSB 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, 1998
and the results of operations for the nine months ended
September 30, 1998 and September 30, 1997. The results of
operations for the nine month period ended September 30,
1998 may not be indicative of the results that may be
expected for the year ending December 31, 1998. 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 for the year ended December 31, 1997
and the Company's Form 10-QSB for the six months ended
June 30, 1998.
3.Debt
Note Payable - Revolver and 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. The total amount due
Congress pursuant to this loan agreement was $4,201,350 and
$3,470,619 as of September 30, 1998 and December 31, 1997,
respectively.
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 $2,000,000 would remain outstanding
under this agreement for an uninterrupted period extending
beyond one year from September 30, 1998 and December 31,
1997. As a result, this amount under the revolving loan
agreement has been classified as long-term debt.
4. 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, 1998 and
December 31, 1997, and -0- shares issued and outstanding
at September 30, 1998 and December 31, 1997.
Common Stock, $.000009 par value, 90,000,000 shares
authorized September 30, 1998 and December 31, 1997,
46,635,019 shares were issued at September 30, 1998 and
December 31, 1997, respectively, and 45,544,176, shares
outstanding at September 30, 1998 and December 31, 1997,
respectively. The treasury shares of 1,090,843 account for
the difference in the issued and outstanding shares.
5. Earnings Per Share
For the fiscal quarters ending September 30, 1998 and
September 30, 1997, 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.
6. Segment Information
Nine months ended September 30,
1998 1997*
--------------------------
Net sales
Quadrax Corporation $ 387,277 $ 1,926,162
Victor Electric Wire & Cable Corporation 13,121,326 7,687,356
---------- -----------
$13,508,603 $ 9,613,518
=========== ===========
Gross profit (loss)
Quadrax Corporation $ (171,610) $ (997,815)
Victor Electric Wire & Cable Corporation 1,671,539 1,148,440
----------- -----------
$ 1,499,929 $ 150,625
=========== ===========
Total assets
Quadrax Corporation $2,983,195 $ 4,476,749
Victor Electric Wire & Cable Corporation 7,819,020 7,715,267
----------- -----------
$10,802,215 $12,192,016
=========== ===========
Depreciation and amortization expense
Quadrax Corporation $ 139,404 $ 1,023,714
Victor Electric Wire & Cable Corporation 353,851 177,266
----------- -----------
$ 493,255 $ 1,200,980
=========== ===========
* Victor Electric Wire & Cable Corporation was acquired on May 7, 1997
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, the outcome of
Bankruptcy Court proceedings and other risks.
Results of Operations for Quarter Ended September 30, 1998
as compared to Quarter Ended September 30, 1997
The Company's net loss from operations for the
quarter ended September 30, 1998 ("1998 third quarter")
was $17,614 compared to its net loss from operations of
1,884,503 for the quarter ended September 30, 1997 ("1997
third quarter"). This reduction is primarily due to the
absence of any losses incurred from the suspended
operations of the company's thermoplastic operations in
Rhode Island and California due to the Chapter 11
bankruptcy filing.
Total sales during the 1998 third quarter were
$4,602,429 compared to $4,738,562 in the 1997 third
quarter. The 1998 sales are essentially from Victor
Electric Wire and Cable Corporation ("Victor") as no
operations were conducted for the company's thermoplastic
business due to the Chapter 11 filing.
Costs of goods sold for the third quarter of 1998 of
$3,848,951 decreased in the three months ended September
30, 1998 compared to the three months ended September 30,
1997 of $4,563,249. Most of this decrease is a result of
the 1998 second quarter being comprised of the Victor
operation and its gross profit.
Research and development expenses were $0.00 in the
1998 third quarter, as compared to $220,706 in the 1997
third quarter. The reason for this decrease is due to the
suspension of Quadrax s composite material divisions
operations while in Chapter 11 bankruptcy.
Selling, general and administrative expenses incurred
in the three months ended September 30, 1998 were $522,888
compared to $1,550,612 in the three months ended September
30, 1997. This decrease is due to the suspension of
Quadrax s composite material divisions operations while in
Chapter 11 bankruptcy.
Interest expense for the third quarter of 1998 of
$112,691 essentially represents the expense for the Victor
outstanding debt. The 1997 interest expense of $333,326
reflects the Company's 1997 subordinated debt issuances.
Results of Operations for Nine Months Ended September 30,
1998 as compared to Nine Months Ended September 30, 1997
The Company had a loss from operations for the nine
months ended September 30, 1998 ("1998 period") of
$2,249,730. Nearly all of this loss was incurred in the
first quarter. This loss compares to a net loss from
operations of $7,144,219 for the nine months ended
September 30, 1997 ("1997 period").
Total sales during this 1998 period were $13,508,613
compared to $9,613,518 in the 1997 period. This increase
of $3,895,085 resulted from the Company's Victor
subsidiary.
Costs of goods sold increased $2,545,781 in the 1998
period to $12,008,674. The reason for the increase costs
during the 1998 period is due to the additional sales of
Victor.
Selling, general and administrative expenses
decreased by $2,266,633 in the 1998 period to $2,010,133.
Most of the difference is due to the cessation of
operations in Quadrax's thermoplastic facilities due to
the Chapter 11 bankruptcy.
Interest expense for the 1998 period was $444,021
while in 1997, it was $1,069,105, a decrease of $625,084.
Financial Position, Liquidity and Capital Resources
At September 30, 1998, the Company had total assets
of $10,802,215 and a stockholders deficit of $4,314,732.
Current assets were $5,780,414, current liabilities were
$5,039,730 and liabilities subject to compromise were
$7,527,164. The current liabilities reflect the
outstanding liabilities of the Victor subsidiary and
Quadrax Debtor-in-Possession post-partition liabilities.
The liabilities subject to compromise represent the pre-
petition liabilities of Quadrax Debtor-in-Possession that
are eligible for compromise because they are either
unsecured, disputed, contingent or undersecured and
subject to compromise in the Chapter 11 reorganization.
Cash and cash equivalents decreased by approximately
$51,463 from December 31, 1997 to $1,579 at September 30,
1998. This decrease is due primarily to the use of
approximately $663,000 to fund its operations, offset by
the Company s net new bank debt raised during the period
of approximately $646,000.
Accounts receivable increased by approximately
$753,000. Victor s receivables increased during the
period by approximately $967,000 principally due to the
operations gearing up for higher cyclical sales
experienced during the mid and later quarters of the
calendar year.
Inventories increased by approximately $198,230.
This is due primarily to the suspension of Quadrax s
composite material divisions operations in February, 1998
amounting to approximately $488,725, which was offset by
an increase in Victor s inventories of approximately
$687,000 due to build-up of product required for Victor s
anticipated higher cyclical shipments during the mid and
later quarters of the calendar year.
The current portion of long-term debt increased by
approximately $542,000 to approximately $1,651,000 at
September 30 1998. Primarily this increase results from
the increase in Victor s revolving debt during the quarter
of approximately $659,000, offset by the reduction in the
current portion related to the debt reflected as
liabilities subject to compromise at September 30, 1998,
which were categorized as current portion of long-term
debt at December 31, 1997. The increase in Victor s
revolver relates to the receivable and inventory build up
as well as funding of the 1998 period's loss from
operations.
Accounts payable and accrued expenses decreased by
approximately $2,100,000. The major reason for the
decrease in payables during the period was the re-
categorization of approximately $2,900,000 of liabilities
that were reflected as accounts payables at December, 1997
to liabilities subject to compromise at September 30,
1998. During this same period, Victor s payables
increased by approximately $800,000 due to its ramp up of
production.
Liabilities subject to compromise amounted to
approximately $7,527,000 at September 30, 1998. The
liabilities subject to compromise represent the pre-
petition liabilities of Quadrax Debtor-in-Possession that
are eligible for compromise because they are either
unsecured, disputed, contingent or undersecured and
subject to compromise in the Chapter 11 reorganization.
Long term debt, net of the current portion, decreased
approximately $161,000 to approximately $2,550,000 at
September 30, 1998. The major reason for the decrease at
September 30, 1998 was the reclassification of the long-
term portion of the capital leases of approximately
$68,000 at March 31, 1998 to a liability subject to
compromise and the payment of the current portion for the
Victor term debt.
In the first nine months of fiscal 1998, capital
expenditures were a negligible amount.
The Company generated revenues of approximately
$13,509,000 in the first nine months of fiscal 1998, 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 1998, after
giving effect to the repayment of debt, totaled
approximately $646,000, as compared to $5,517,000 during
the first nine months ended September 30, 1997.
Year 2000 Readiness
Historically, certain computer programs have been
written using two digits rather than four digits, to
define the applicable year. This could lead, in many
cases, to a computer recognizing a date using "00" as 1900
rather than the year 2000. This phenomenon could result
in major computer system failure or miscalculations and is
generally referred to as the "Year 2000" problem or issue.
The Company concluded an extensive review of its
exposure to the Y2K issue in June of 1998 and it was
decided that due to the age of our current equipment and
software it would be necessary to purchase new software
and hardware which would meet our financial and production
requirements, solve the Year 2000 problem and service our
growing needs well into the next decade. As of October 31,
1998, an extensive review of various vendors for hardware
and software was completed and a decision was made to lease
an IBM AS/400, Model 170, using PM Production Management software.
Implementation of the conversion is to begin January
15, 1999 with an anticipated cut over and completion date
no later than July 31, 1999. While it is not possible to predict
the total cost of our efforts, the Company estimates the cost of
such hardware/software to be approximately $135,000.
The Company plans to interview vendors and customers to
determine their exposure to Y2K issues and their anticipated risks
and responses.
If the Company is unsuccessful in completing its implementation
of the conversion to new software/hardware or if customers or vendors
can not rectify Y2K issues, the Company could incur additional costs,
which may be substantial, to develop alternative methods of managing
its business and may experience delays in payments by customers or to
vendors. The Company has not yet established a contingency plan in the
event of noncompliance by its customers and vendors.
QUADRAX CORPORATION
Part II - Other Information
Item 3. Defaults Upon Senior Securities
As of March 30, 1998, Quadrax was notified that
the Bankruptcy filing by Quadrax Corporation, on February
27, 1998, caused an event of default on its Congress debt.
The amount of the Congress debt outstanding at September
30, 1998 is approximately $4,201,350.
Item 5. Other Information
The Reorganization Plan Proposal filed in June 1998
was withdrawn in August 1998. On November 19, 1998, E.B.
Acquisition Company and Quadrax Corporation submitted a Quadrax
Reorganization Plan Proposal (the"Proposal") to the Quadrax
Creditors Committee. The Proposal was agreed to by the
Creditors Committee on November 19, 1998. The Proposal calls
for the continuation of Quadrax as a publicly traded company.
The Proposal is still subject to approval of the
Bankruptcy Court and the Company's creditors and shareholders.
There can be no assurance that such plan will be approved by
these parties or that it will be successfully implemented.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K
None
QUADRAX CORPORATION
SIGNATURES
In accordance with the requirements of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
QUADRAX CORPORATION
By: /s/ James J. Palermo
James J. Palermo
Chairman of the Board of
Directors, and Chief
Executive Officer
(Principal Executive Officer)
Dated: November 24, 1998