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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 quarterly period ended September 30, 2000
INTERNATIONAL FOAM SOLUTIONS, INC.
FLORIDA 65-0412538
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1885 SOUTHWEST 4TH AVENUE, BUILDING B-3, DELRAY BEACH, FLORIDA 33444
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Address of principal executive offices (Zip code)
(561) 272-6900
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Registrant's telephone number, including area code
(1) Registrant 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
1. [X] Yes 2. [ ] No
As of November 17, 2000, there were 22,092,252 shares outstanding of issuer's
common stock.
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INTERNATIONAL FOAM SOLUTIONS, INC.
INDEX TO FINANCIAL STATEMENTS
PAGE
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Balance Sheet (Unaudited) 3
Statements of Operations (Unaudited) 4
Statements of Cash Flows (Unaudited) 5
Notes to Financial Statements (Unaudited) 6
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PART I - FINANCIAL STATEMENTS
INTERNATIONAL FOAM SOLUTIONS, INC.
BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30, 2000
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ASSETS
Current
Cash $ 5,645
Accounts receivable, net of $32,000 allowance for doubtful accounts 49,897
Inventories 286,908
Prepaid marketing services (Note 5) 241,667
Prepaid expenses and other current assets 11,805
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Total current assets 595,922
Property and equipment, net 147,024
Patents, less accumulated amortization of $105,996 128,275
Deposits and other 19,647
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$ 890,868
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Liabilities and Stockholders' Deficit
Current Liabilities
Current maturities of notes payable $ 336,538
Accounts payable 322,244
Accrued payroll 179,855
Accrued legal settlement 239,614
Other accrued expenses 26,213
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Total current liabilities 1,104,464
Notes payable, less current portion 251,646
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Total liabilities 1,356,110
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Stockholders' Deficit
Common stock, par value $.01, 50,000,000 shares authorized,
22,092,252 shares issued and 22,052,488 outstanding 220,923
Additional paid-in capital 6,626,352
Note and warrant subscription receivable (414,360)
Accumulated deficit (6,897,999)
Treasury stock, at cost (39,764 shares) (158)
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Total stockholders' deficit (465,242)
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$ 890,868
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SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
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INTERNATIONAL FOAM SOLUTIONS, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE FOR THE FOR THE FOR THE
THREE THREE NINE NINE
MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
SALES $ 35,848 $ 26,509 $ 97,455 $ 59,728
COST OF SALES 15,118 17,755 51,845 42,062
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GROSS PROFIT 20,730 8,754 45,610 17,666
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OPERATING EXPENSES:
SELLING, GENERAL AND ADMINISTRATIVE 324,447 255,728 677,137 607,041
DEPRECIATION AND AMORTIZATION 14,356 14,518 43,068 43,067
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 338,803 270,246 720,205 650,108
INTEREST EXPENSE 23,174 13,992 44,983 34,794
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NET (LOSS) $ (341,247) $ (275,484) $ (719,578) $ (667,236)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 20,290,622 13,875,534 18,732,876 11,045,060
NET (LOSS) PER COMMON SHARE (.02) (.02) (.04) (.06)
============ ============ ============ ============
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
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INTERNATIONAL FOAM SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE FOR THE NINE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
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OPERATING ACTIVITIES:
NET LOSS $(719,578) $(667,236)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH (USED IN) OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 43,068 43,067
ISSUANCE OF COMMON STOCK IN EXCHANGE FOR
PROFESSIONAL SERVICES 15,000 50,454
STOCK OPTIONS AND WARRANT COMPENSATION -- 82,000
AMORTIZATION OF PREPAID MARKETING COSTS 8,333 --
(INCREASE) IN ACCOUNTS RECEIVABLE (40,543) (1,623)
DECREASE IN INVENTORIES 56,883 53,443
DECREASE (INCREASE) IN DEPOSITS AND OTHER 2,189 (761)
INCREASE (DECREASE) IN ACCOUNTS PAYABLE 59,047 (61,960)
INCREASE IN ACCRUED EXPENSES AND OTHER 286,999 73,276
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TOTAL ADJUSTMENTS 430,976 237,896
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NET CASH USED IN OPERATING ACTIVITIES (288,602) (429,340)
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INVESTING ACTIVITIES:
CAPITAL EXPENDITURES -- (20,428)
COLLECTION OF NOTES RECEIVABLE 53,000 --
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FINANCING ACTIVITIES:
PROCEEDS FROM NOTES PAYABLE 240,250 --
PAYMENTS OF NOTES PAYABLE (15,164) (105,093)
PROCEEDS FROM ISSUANCE OF COMMON STOCK 6,500 618,670
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NET CASH PROVIDED BY FINANCING ACTIVITIES 231,586 513,577
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NET (DECREASE) INCREASE IN CASH (4,016) 63,809
CASH AT BEGINNING OF PERIOD 9,661 1,145
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CASH AT END OF PERIOD $ 5,645 $ 64,954
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SUPPLEMENTAL DISCLOSURES:
CASH PAID FOR INTEREST $ 44,983 $ 34,794
CASH PAID FOR TAXES $ -- $ --
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SUPPLEMENTAL NON-CASH TRANSACTIONS:
ISSUANCE OF COMMON STOCK IN SATISFACTION OF ACCRUED
COMPENSATION $ 118,161 $ --
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ISSUANCE OF COMMON STOCK IN LIEU OF PAYMENT OF NOTE
PAYABLE $ 21,263 $ --
========= =========
ISSUANCE OF COMMON STOCK IN SATISFACTION OF ACCRUED
LEGAL SETTLEMENT $ 5,886 $ --
========= =========
ISSUANCE OF COMMON STOCK IN SATISFACTION OF TRADE
ACCOUNTS PAYABLE $ 4,200 $ --
========= =========
EXERCISE OF WARRANTS IN EXCHANGE FOR NOTE RECEIVABLE $ 150,150 $ --
========= =========
ISSUANCE OF COMMON STOCK AS PREPAYMENT FOR MARKETING
SERVICES $ 250,000 $ --
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SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
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INTERNATIONAL FOAM SOLUTIONS, INC.
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
1. FINANCIAL STATEMENTS
In the opinion of the Company, the accompanying unaudited financial
statements have been prepared in accordance with the instructions to Form 10-QSB
and include all adjustments (consisting only of normal recurring accruals) which
are necessary for a fair presentation of the results for the periods presented.
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these financial statements be read in
conjunction with the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999. The results of operations for the nine months ended September
30, 2000 are not necessarily indicative of the results to be expected for the
full year.
2. EARNINGS PER SHARE
Net loss per share of common stock is based on the weighted average
number of common shares outstanding during each period. Diluted loss per share
of common stock is computed on the basis of the weighted average number of
common shares and dilutive options and warrants outstanding. Dilutive options
and warrants having an anti-dilutive effect are excluded from the calculation.
3. NOTES PAYABLE
On May 11, 2000, the Company borrowed $60,000, bearing interest at 10%,
payable on or before August 31, 2000. The note is secured by the Company's
equipment and by personal guarantees of the Company's Chief Executive Officer
and the Company's President. On July 7, 2000, the Company signed an amendment to
the above note and received an additional $25,000 due and payable on August 16,
2000. As of the date of this filing, this loan is past due and accrues interest
at an 18% annual fixed rate. On August 22, 2000, the Company borrowed $50,000
from an officer, bearing interest at 15%, payable on or before August 22, 2001.
4. NEW ACCOUNTING STANDARDS
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation," an interpretation of APB Opinion No. 25. The Company adopted the
Interpretation on July 1, 2000. The Interpretation requires, among other things,
that stock options that have been modified be accounted for as variable.
Management anticipates that the implementation of FASB Interpretation No. 44
will not have a material effect on the Company's financial position or results
of operations.
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5. MARKETING AGREEMENT
On August 1, 2000 and September 25, 2000, the Company entered into an
agreement with two separate marketing firms for professional services. Each
agreement has a twelve-month term and was prepaid by the Company through the
issuance of 1,350,000 shares of common stock. Both agreements were for a stated
value of $250,000. Such amounts are being amortized over a twelve-month period.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS.
INTRODUCTORY STATEMENTS
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS.
This Quarterly Report contains forward-looking statements, including
statements regarding, among other things, (a) the growth strategies of
International Foam Solutions, Inc. (the "COMPANY"), (b) anticipated trends in
the Company's industry, (c) the Company's future financing plans and (d) the
Company's ability to obtain financing and continue operations.
In addition, when used in this Quarterly Report, the words "believes,"
"anticipates," "intends," "in anticipation of," and similar words are intended
to identify certain forward-looking statements. These forward-looking statements
are based largely on the Company's expectations and are subject to a number of
risks and uncertainties, many of which are beyond the Company's control. Actual
results could differ materially from these forward-looking statements as a
result of changes in trends in the economy and the Company's industry,
reductions in the availability of financing and other factors. In light of these
risks and uncertainties, there can be no assurance that the forward-looking
statements contained in this Quarterly Report will in fact occur. The Company
does not undertake any obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect any
future events or circumstances.
GOING CONCERN
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. This basis of accounting contemplates
the recovery of the Company's assets and the satisfaction of its liabilities in
the normal course of operation. The Company's ultimate ability to attain
profitable operations is dependent upon obtaining additional financing adequate
to complete its marketing and promotional activities, and to achieve a level of
sales adequate to support its cost structure. Through September 30, 2000, the
Company has incurred losses totaling $6,897,999, is in default of its debt and
has not had significant sales, all of which raise substantial doubt about the
Company's ability to continue as a going concern.
As previously reported in its Form 10-KSB ("FORM 10-KSB") for the year
ended December 31, 1999, the Company needed to increase the sales of its product
and raise additional capital to continue its operations. Management believes
that resources will be available from private and public sources in 2000 and
2001 to continue the marketing of its product. Management has established plans
designed to increase the sales of the Company's products. Management intends to
seek new capital from new equity securities offerings that will provide funds
needed to increase liquidity, fund internal growth and fully
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implement its business plan. The Company has no commitment for any additional
capital and no assurances can be given that the Company will be successful in
raising any new capital. The Company's inability to increase its sales and/or to
raise new capital will have a material adverse effect on the Company's ability
to continue its operations and financial condition and on its ability to
continue as a going concern. See "Management's Discussion and Analysis -
Liquidity and Capital Resources."
SIGNIFICANT PLANT OR EQUIPMENT PURCHASES. The Company does not currently
anticipate any significant plant or equipment purchases during the next twelve
months.
MANAGEMENT'S DISCUSSION AND ANALYSIS
SALES
Sales increased by approximately $38,000 for the nine months ended
September 30, 2000 from the comparable period in 1999. This increase is not a
significant increase over prior period and is partially attributable to the
increased sales activity by management.
COST OF SALES
The increase in cost of sales for the nine months ended September 30,
2000 is consistent with the increase in sales. The gross profit margin increased
by 17%, which was as a result of the mix of products sold. During the nine
months ended September 30, 2000 the Company sold more commercial machines than
in the comparable period for 1999. These machines generate a higher gross profit
as compared to the sale of the styro solve solution.
SELLING, GENERAL AND ADMINISTRATIVE
The increase in selling, general and administrative expenses is
primarily due to an increase of approximately $157,000 in legal settlement
expenses from the comparable period in 1999, and the reduction of salary
expenses by approximately $52,000 as a result of the implementation of cost
cutting strategies in 2000.
INTEREST EXPENSE
The slight increase in interest expense was directly related to new
loan agreements signed during the current period.
LIQUIDITY AND CAPITAL RESOURCES
During the nine month period ended September 30, 2000, the net cash
used in operating activities aggregated $288,602 which resulted in an
improvement of $140,738. This was largely attributable to an increase in
accounts payable. The Company's net cash provided by financing activities
aggregated $231,586 during the nine months ended September 30, 2000, consisting
primarily of net proceeds from notes payable.
Since inception, the Company has relied principally upon the proceeds
of private equity financings/loans to fund its working capital requirements and
capital expenditures. No significant revenues from operations have been
generated to date.
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The Company must obtain additional capital in order to increase
marketing and sales efforts and to fill production orders. The Company intends
to raise additional capital through the issuance of common stock, loans, and/or
to enter into arrangements for such purposes with third parties. There is no
assurance that the Company will be able to raise such additional capital or
that, if available, the terms of such financing will be commercially acceptable
to the Company.
CAPITAL EXPENDITURES
No significant capital additions were made during the comparable
periods in 2000 and 1999.
INFLATION
The Company has not been materially affected by the impact of
inflation.
PART II
ITEM 1. LEGAL PROCEEDINGS
IFS incorporates by this reference the matters previously disclosed in
IFS's prior 10-KSB and 10-QSB's filed during the year 2000. The following
disclosures reflect material updates to the previously disclosed Legal
Proceedings since IFS' last 10-QSB.
1. Florida First Capital Finance Corporation v. IFS, et al., case number
C1099-371-35, Orange County Circuit Court. A judgment was entered by
the Court against IFS on September 18, 2000, for the sum of two hundred
forty four thousand eight dollars, with per diem interest of thirty
five dollars per day until the sum is paid in full. The Company is
currently seeking debt and/or financing to satisfy this judgment as
well as satisfy other liabilities, some of which are included within
this Part II, Item 1.
2. Israel Discount Bank, Ltd. v. IFS, et al., case number 00-20363 CA 22,
Dade County Circuit Court. On October 10, 2000, IFS reached a
settlement with Israel Discount Bank, Ltd. ("IDB") whereby the case was
dismissed upon IFS' agreement to pay IDB the full amount due under the
promissory note in installments. IFS has arranged for the satisfaction
of this note and payments have been made pursuant to the settlement. A
final payment is due on November 30, 2000.
3. DiChiara v. IFS, case number CL 98-9930, Palm Beach County Circuit
Court. The parties entered into a confidential settlement and the case
was dismissed on October 18, 2000. The settlement requires IFS to make
certain payments to the plaintiff over a period of time. However, IFS
is currently in default of its first payment to the plaintiff, although
IFS anticipates that it will be able to make such payment within the
next few weeks.
4. Kauffman v. IFS, et al., case number 99-12968(05) CACE, Broward County
Circuit Court. IFS recently executed a confidential settlement
agreement with the Plaintiff which has been mostly satisfied. A nominal
payment is due to finalize the settlement in February, 2001.
In addition to the above updates to the litigations in which IFS is
currently involved, there are additional issues with respect to cases which
were previously dismissed. Two cases which were previously dismissed, Keefer v.
IFS and D'Agostino v. IFS, may resurface as IFS is delinquent in its
installment payments to both of these plaintiffs. In the event of a judgment
pursuant to the terms of the settlement agreements with both Plaintiffs, the
judgments would greatly exceed the total sum of installment payments which
would be due to both Plaintiffs, which could materially adversely affect the
Company. Further, a judgment was recently entered against IFS in the amount of
approximately fourteen thousand dollars in favor of A.L. Garey & Associates, as
a result of IFS' failure to make timely payments pursuant to a settlement
agreement previously reached between the parties.
On September 24, 2000, IFS was served with a complaint from Colonial
Pacific Leasing Corporation, n/k/a Waterview Resolution Corporation ("WRC"),
filed in the Palm Beach County Court. This matter was previously disclosed as a
threatened litigation. The plaintiff seeks approximately nine thousand dollars.
IFS denies that any such sum is due to WRC and intends to defend this matter.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
IFS incorporates by this reference the matters previously disclosed in
the "Legal Proceedings" section of its 10-SB filed on November 23, 1999 and its
10-KSB filed on June 2, 2000. There have been no material changes in such
matters except as disclosed in Item 1, Part II above.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27 - Financial Data Schedule (for SEC use only)
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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.
International Foam Solutions, Inc.
/s/ Harvey Katz
Dated: November 27, 2000 ---------------------------------
Harvey Katz, CEO
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