MOYCO TECHNOLOGIES INC
10-Q, 1997-02-14
DENTAL EQUIPMENT & SUPPLIES
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            
                             -----------------------

                                    FORM 10-Q


(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 1996

                                       OR

[ ] 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 0-4123
                                                 -------

                            MOYCO TECHNOLOGIES, INC.
- -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


          Pennsylvania                              23-1697233
- --------------------------------            --------------------------
(State of Other Jurisdiction of                  (I.R.S. Employer
Incorporation or Organization)                  Identification No.)      


200 Commerce Drive, Montgomeryville, PA                  18936
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)               (Zip Code)


Registrant's Telephone Number, Including Are Code (215) 855-4300
                                                 -----------------

         Indicate by check 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 February 7, 1997
- --------------------------------      -------------------------------
Common Sock, $.005 par value                      4,140,340
Preferred Stock, $.005 par value                          0

                                     Page 1
<PAGE>

                    MOYCO TECHNOLOGIES, INC. AND SUBSIDIARIES

                                      INDEX

                                                                    Page No.
                                                                    --------
Part I - Financial Information

Item 1.  Consolidated Financial Statements.

         Consolidated Balance Sheets -
                  December 31, 1996 and June 30, 1996--------------    3

         Consolidated Income -
                  Three Months Ended December 31, 1996 and 1995----    5
                  Six Months Ended December 31, 1996 and 1995------    6

         Consolidated Cash Flows -
                  Six Months Ended December 31, 1996 and 1995------    7

         Notes to Consolidated Financial Statements----------------    8

Item 2.  Management's Discussion and Analysis----------------------   13

Part II - Other Information

         Signatures -----------------------------------------------   17

REMARKS:

The consolidated financial statements of Moyco Technologies, Inc. and its
subsidiaries (the "Company" or "Registrant") included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. In the opinion of the Company, the accompanying
statements reflect all adjustments necessary to present fairly the financial
position, results of operations and cash flows for those periods indicated, and
contain adequate disclosure to make the information presented not misleading.
Such adjustments are of a normal, recurring nature unless otherwise disclosed in
the notes to consolidated financial statements. It is suggested that these
consolidated condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's latest annual
report on Form 10-K.

Results of operations for any three-month period are not necessarily indicative
of the results of operations for a full year.








                                     Page 2
<PAGE>

Part I -  Financial Information


Item 1.   Consolidated Financial Statements.



                            MOYCO TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        December 31, 1996        June 30, 1996
     ASSETS  (Substantially pledged)                      (Unaudited)
                                                        -----------------        -------------
<S>                                                      <C>                      <C>
Current Assets
  Cash and Cash Equivalents                               $  1,406,002            $  1,402,088
  Accounts receivable, net of doubtful account
    allowances of $111,710 at December 31, 1996
    and $78,990 at June 30, 1996                             1,902,372               1,600,764
  Note Receivable-Trade                                           --                    11,519
  Other Receivable                                                --                     8,215
  Inventories                                                4,114,645               3,283,779
  Deferred Taxes                                                68,856                  68,856
  Prepaid Taxes                                                 41,423                 117,644
  Prepaid expenses                                              90,648                  24,218
                                                          ------------            ------------

     Total Current Assets                                    7,623,946               6,517,083
                                                          ------------            ------------




Property, Plant and Equipment
  Land                                                         602,433                 452,433
  Buildings and improvements                                 4,559,278               4,386,877
  Automotive equipment                                          48,511                  48,511
  Machinery and equipment                                    5,352,282               4,822,188
  Furniture and fixtures                                       639,413                 534,068
                                                          ------------            ------------
                                                            11,201,917              10,244,077
  Less:  Accumulated Depreciation                           (4,695,082)            ( 4,350,226)
                                                          ------------            ------------

         Net Property, Plant and Equipment                   6,506,835               5,893,851
                                                          ------------            ------------


Other Assets                                                 1,080,232                 133,080
                                                          ------------            ------------


         TOTAL ASSETS                                     $ 15,211,013            $ 12,544,014
                                                          ============            ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                     Page 3
<PAGE>

                            MOYCO TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               December 31,           June 30,
                                                                  1996                  1996
            LIABILITIES AND SHAREHOLDERS' EQUITY               (Unaudited)
                                                              -------------         ------------
<S>                                                           <C>                   <C>
Current Liabilities
    Current maturities of long-term debt                      $   967,883           $   895,408
    Accounts payable                                              572,639               381,372
    Accrued expenses:
      Payroll                                                     126,328               205,092
      Interest                                                     33,750                33,750
      Other                                                       357,470               284,086
                                                              -----------           -----------

            Total Current Liabilities                           2,058,070             1,799,708

Long-term debt, net of current maturities                       6,343,485             5,616,112
Accrued Liabilities - Long-Term                                   450,000                  --
Deferred income taxes                                             371,964               152,704
                                                              -----------           -----------

            Total Liabilities                                   9,223,519             7,568,524
                                                              -----------           -----------

Shareholders' Equity
    Preferred stock, $.005 par value                                 --                    --
      Authorized 2,500,000 shares,
      None issued
    Common stock, $.005 par value                                  24,159                23,083
      Authorized 15,000,000 shares
      Issued 4,732,215 shares
    Additional paid-in capital                                  3,933,432             3,118,239
    Retained Earnings                                           2,150,856             1,955,121

Less: Treasury stock 591,875 shares at December 31,
        1996 and at June 30, 1996, at cost                   (    120,953)         (    120,953)
                                                              -----------           -----------


            Total Shareholders' Equity                          5,987,494             4,975,490
                                                              -----------           -----------


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $15,211,013           $12,544,014
                                                              ===========           ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                     Page 4
<PAGE>

                            MOYCO TECHNOLOGIES, INC.
           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                  THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              DECEMBER 31
                                                        ------------------------
                                                           1996         1995
                                                        ------------------------
<S>                                                     <C>           <C>       
Net Sales                                               $3,751,015    $3,181,420

Cost of Sales                                            2,266,706     1,776,816
                                                        ----------    ----------

Gross Profit                                             1,484,309     1,404,604
Operating Expenses                                       1,299,402       884,041
                                                        ----------    ----------

Income from Operations                                     184,907       520,563
                                                        ----------    ----------


Other Income (Expenses)
  Interest Expense                                     (   151,131)  (   212,788)
  Other Income (Expense)                                    19,153   (       857)
                                                        ----------    ----------

Total Other Income (Expense)                           (   131,978)  (   213,645)
                                                        ----------    ----------


Income Before Provision for Income Taxes                    52,929       306,918
                                                        ----------    ----------


Provision for Income Taxes                                   6,204       129,168
                                                        ----------    ----------

Net Income                                                  46,725       177,750


Retained Earnings, beginning of period                   2,104,131     1,278,460
                                                        ----------    ----------


Retained Earnings, end of period                        $2,150,856    $1,456,210
                                                        ==========    ==========



Earnings per Share                                      $     0.01    $     0.04
                                                        ==========    ==========

Weighted Average Number of Common Shares                 4,140,240     4,019,215
                                                        ==========    ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                     Page 5
<PAGE>

                            MOYCO TECHNOLOGIES, INC.
           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                   SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              DECEMBER 31
                                                        -----------------------
                                                           1996         1995
                                                        -----------------------
<S>                                                     <C>          <C>       
Net Sales                                               $6,996,708   $5,891,504

Cost of Sales                                            4,237,659    3,439,799
                                                        ----------   ----------

Gross Profit                                             2,759,049    2,451,705
Operating Expenses                                       2,197,517    1,718,930
                                                        ----------   ----------

Income from Operations                                     561,532      732,775
                                                        ----------   ----------


Other Income (Expenses)
  Interest Expense                                     (   327,057)  (   376,037)
  Other Income                                              35,869        68,416
                                                        ----------    ----------


Total Other Income (Expense)                           (   291,188)  (   307,621)
                                                        ----------    ----------


Income Before Provision for Income Taxes                   270,344       425,154
                                                        ----------    ----------


Provision for Income Taxes                                  74,609       178,926
                                                        ----------    ----------

Net Income                                                 195,735       246,228


Retained Earnings, beginning of period                   1,955,121     1,209,982
                                                        ----------    ----------


Retained Earnings, end of period                        $2,150,856    $1,456,210
                                                        ==========    ==========



Earnings per Share                                      $     0.05    $     0.06
                                                        ==========    ==========

Weighted Average Number of Common Shares                 4,129,489     4,019,215
                                                        ==========    ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                     Page 6
<PAGE>

                            MOYCO TECHNOLOGIES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              DECEMBER 31
                                                        -----------------------
                                                            1996        1995
                                                        -----------------------
<S>                                                    <C>           <C>       
Net Cash provided by operating activities              ($    47,710) $  325,953

Cash flows from investing activities
  (Expenditures) Retirements for property, plant and
  equipment                                            (    61,144) (   508,252)
  Expenditures for equipment deposits                         -     (   432,401)
                                                        ----------   ----------

  Net Cash (used in) investing activities              (    61,144) (   940,653)
                                                        ----------   ----------


Cash flows from financing activities
  Reduction of long-term debt obligations              (   790,456) (   347,198)
  Proceeds from exercise of options                          1,423         -
  New borrowings of long-term debt                         901,801      840,000
                                                        ----------   ----------

  Net Cash Provided by financing activities                112,768      492,802
                                                        ----------   ----------

Net Increase (Decrease) in cash                              3,914  (   121,898)

Cash and cash equivalents, beginning of period           1,402,088    1,097,323
                                                        ----------  -----------

Cash and cash equivalents, end of period                $1,406,002  $   975,425
                                                        ==========  ===========

Cash paid during the period for interest                $   71,620  $     -
                                                        ==========  ===========

       SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
       -------------------------------------------------------------------   

Refinance long-term debt                                $   88,199  $     -
                                                        ==========  ===========

Equipment sold for retirement of debt                   $   18,399  $     -
                                                        ==========  ===========

Merger accounted for under the purchase method:
  Step-up in basis of assets to fair value              $  492,579  $     -
  Goodwill                                                 874,966        -
  Stock Issued                                         (   639,631)       -
  Liabilities assumed or created                       (   727,913)       -


</TABLE>

                                     Page 7
<PAGE>

                            MOYCO TECHNOLOGIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1996
                                   (UNAUDITED)

Note 1:  Summary of Significant Accounting Policies

         Nature of Business

         The Company manufacturers professional Dental waxes, supplies,
         instruments, mirrors, endodontic materials and equipment, medicaments,
         precision abrasives, commercial abrasives, CMP materials, and is a
         repacker of other disposable products for commercial and industrial use
         and sells to both domestic and international customers.

         Principles of Accounting

         The balance sheet as of December 31, 1996 and the related statements of
         operations and retained earnings, and cash flows for the six months
         ended December 31, 1996 and 1995 are unaudited in the opinion of
         management, all adjustments necessary for a fair presentation of such
         financial statements have been included. Such adjustments consisted
         only of normal recurring items. Interim results are not necessarily
         indicative of results for the full year.

         Principles of Consolidation

         The consolidated financial statements include the accounts of Moyco
         Technologies, Inc. and its wholly owned subsidiaries. All intercompany
         accounts and transactions have been eliminated in consolidation.

         The assets and liabilities of Thompson Dental Manufacturing Co., Inc.
         have been consolidated with the Company as of August 8, 1996 (purchase
         date).

         Cash and Cash Equivalents

         The Company considers all highly liquid investments with a maturity of
         three months or less when purchased to be cash equivalents.

         Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect certain reported amounts and disclosures.
         Actual results may differ from those estimates.

         Valuation of Inventories

         Inventories are stated at the lower of cost or market. Costs of raw
         materials and cartons are determined by the first-in, first-out method.
         Labor and overhead included in work-in-process and finished goods are
         determined at average cost. Ending inventories at interims are
         estimated by the gross profit method.

                                     Page 8
<PAGE>

                            MOYCO TECHNOLOGIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1996
                                   (UNAUDITED)

Note 1:  Summary of Significant Accounting Policies  (Continued)

         Property, Equipment and Depreciation

         Property and equipment are stated at cost. Depreciation is computed by
         the straight-line method over the assets expected useful lives as
         follows:

               Buildings and Improvements                  10-25 Years
               Machinery, Equipment, Furniture
               and Fixtures                                 5-10 Years
               Automotive Equipment                            3 Years

         Patents and Trademarks

         The costs of patents and trademarks are capitalized and amortized to
         operations over their estimated useful lives or statutory lives,
         whichever is shorter. Amortization is computed by the straight-line
         method.

         Mortgage Costs

         Mortgage costs are being amortized over the terms of the related
         mortgages.

         Income Taxes

         The Company currently accounts for income taxes in accordance with the
         provisions of Statement of Financial Accounting Standards No. 109,
         "Accounting for Income Taxes."

         Reclassifications

         Certain accounts in the prior-year financial statements have been
         reclassified for comparative purposes to conform with the presentation
         in the current-year consolidated financial statements.

         Research and Development

         Research and development costs are charged to expense as incurred.

         Earnings Per Common Share

         Earnings per common share have been computed by dividing earnings for
         each period by the weighted average number of common shares outstanding
         during each period.

         Advertising Costs

         Advertising costs are charged to expense as incurred.

         Fair Value of Financial Instruments

         The following notes summarize the major methods and assumptions used in
         estimating the fair values of financial instruments.

                                     Page 9
<PAGE>

                            MOYCO TECHNOLOGIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1996
                                   (UNAUDITED)

Note 1:  Summary of Significant Accounting Policies  (Continued)

         Cash and Cash Equivalents

         The carrying amount approximates fair value due to the relatively short
         period to maturity of these instruments.

         Long-Term Debt

         The fair value of the Company's long-term debt is estimated based on
         the quoted market prices for the same or similar issues or on the
         current prices for the same or similar issues or on the current rates
         offered to the Company for debt of the same remaining maturities.

         The following table presents the carrying amounts and estimated fair
         values of the Company's financial instruments:

                           December 31, 1996             June 30, 1996
         --------------------------------------------------------------------
                             Carrying      Fair          Carrying      Fair
                              Amount       Value          Amount       Value
         --------------------------------------------------------------------
           Cash and Cash
             Equivalents    $1,406,002   $1,406,002   $1,402,088  $1,402,088

           Accounts
             Receivable      1,902,372    1,902,372    1,600,764   1,600,764

           Accounts Payable
             and Accrued
             Expenses        1,090,187    1,090,187      904,300     904,300

           Long-Term Debt
             including
             current portion 7,311,368    6,890,040    6,511,520   6,080,263
         -------------------------------------------------------------------

Note 2:  Inventories

         The components of inventories are as follows:

                                              December 31,    June 30,
                                                 1996           1996
                                             ----------      ----------
               Raw materials                 $  888,344      $  761,072
               Work-in-process                1,216,022         873,884
               Finished goods                 1,790,236       1,450,411
               Cartons                          220,043         198,412
                                             ----------      ----------
                                             $4,114,645      $3,283,779
                                             ==========      ==========

                                     Page 10
<PAGE>

                            MOYCO TECHNOLOGIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1996
                                   (UNAUDITED)

Note 3:  Long-Term Debt

         Long-term debt is summarized as follows:

<TABLE>
<CAPTION>
                                                                          December 31,    June 30,
                                                                              1996          1996
                                                                          ------------    --------
<S>                                                                       <C>              <C>
         Mortgages Payable
         Banks
         Mortgage payable in monthly installments of $6,569, including
         interest at .85% of prime (not to exceed 15% or be below
         8.5%), which matures in August 2001. Rate at December 31,
         1996 was 8.5%.                                                    $  282,788    $  306,827

         Mortgage payable in monthly installments of $5,053 including
         interest at 8.75% for five years and at prime plus 1% for the
         remaining term through maturity December 1, 2009.                    470,559       479,696

         Mortgage payable in monthly installments of $14,950 including
         interest at 9.25% for five years and at prime plus 1% for the
         remaining term through maturity May 1, 2010.                       1,379,728     1,403,848

         Mortgages Payable
         Municipal Authorities
         Mortgage payable in 180 monthly installments of $1,952,
         including interest at 2% which matures April 1, 2010.                269,367       278,314

         Mortgage payable in 180 monthly installments of $6,371,
         including interest at 2% which matures July 1, 2010.                 903,812       932,735

         Other
         Auto loan payable in forty-eight monthly installments of
         $838 plus interest at 7.75%.                                          13,485        18,764

         Commercial term note payable in monthly installments of
         $30,000 plus interest at prime rate plus 1/2% beginning August
         1, 1995 which matures August 1, 2000.                              1,290,000     1,470,000

         Note payable in monthly installments of $2,333 plus interest
         at 8.65% beginning November 1, 1995 which matures
         November 1, 2000.                                                    107,338       121,336

         Note payable in quarterly interest-only payments through 1996.
         Thereafter, twenty equal quarterly payments including principal
         and interest at prime. (interest rate not to exceed 10% or be
         below 8%).  Rate at June 30, 1996 was 8.25%.  Subordinated to
         prime lender.                                                      1,500,000     1,500,000
</TABLE>

                                     Page 11



<PAGE>

                            MOYCO TECHNOLOGIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1996
                                   (UNAUDITED)


Note 3:  Long-Term Debt (Continued)

<TABLE>
<CAPTION>
                                                                          December 31,    June 30,
                                                                             1996          1996
                                                                          ------------    --------
<S>                                                                       <C>              <C>
         Note payable to bank, due August 2002, interest at 8.25%,
         interest only payable monthly through August 1997. Monthly
         payments of $15,297, including interest, are due thereafter
         through August 2002.                                              $  750,000   $        -

         Mortgage payable due December 2011, interest at prime plus
         1.5% (9.75% at December 31, 1996), payable $2,543 monthly,
         including interest; secured by land and building.                    240,000            -

         Treasury stock contract payable to estate of former
         shareholder, due July 1998, interest at 9%, payable $500
         quarterly, including interest.                                         3,036            -

         Capital lease obligation, due October 2001, interest at 10%,
         payable $2,209 monthly, including interest, through October
         2001; secured by equipment.                                          101,255            -
                                                                           ----------    ---------

                                                                            7,311,368    6,511,520
         Less:  Current Maturities                                        (   967,883) (   895,408)
                                                                           ----------   ----------

                                                                           $6,343,485   $5,616,112
                                                                           ==========   ==========
</TABLE>

         As of December 31, 1996 long-term debt matures as follows:

               1997              $  967,883
               1998               1,046,111
               1999               1,068,969
               2000                 942,860
               2001                 714,478
           Thereafter             2,571,067
                                 ----------
                                 $7,311,368
                                 ==========

         Substantially all of the Company's assets are pledged as collateral for
         long-term debt.

                                     Page 12
<PAGE>

Item 2.  Management's Discussion and Analysis

                            MOYCO TECHNOLOGIES, INC.

                     MANAGEMENT'S ANALYSIS AND DISCUSSION OF
                 FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
                                     FOR THE
                      THREE MONTHS ENDED DECEMBER 31, 1996


Results of Operations

         Comparison of recent quarter (12/31/96) and immediate preceding Quarter
         (9/30/96):

         Net Sales increased by $505,322 and is mainly attributable to the
         increased unit sales in both our dental and abrasive units.

         The increase of $209,569 in gross profit is correlated to the increase
         in volume. The procedure for computing inventories by department is the
         gross profit method using the previous fiscal years actual gross profit
         percentage, unless management is aware of a significant adjustment
         required in the quarter, continues as the standard procedure in
         computing interim quarterly accounting.

         Inventories increased primarily as a result of the merger with Thompson
         Dental Manufacturing Co., Inc. In addition, the abrasive division had
         to maintain a high level of inventory to accommodate contract customers
         just in time delivery schedules.

         Operating expenses increased as a result of strategic investment costs
         related to the Ultralap Abrasives Division projections for slurries
         used in high-tech applications including CMP (Chemical Mechanical
         Planarization) used in developing the next generation of semi-conductor
         chips. In addition, legal fees and related costs for the government
         investigation concerning the prior manufacture and deliveries of foot
         powder were $154,581. There were also extra expenses related to the
         merger with Thompson Dental.

         The decrease in net income is related to operating expenses as referred
         to above.

         Working capital is sufficient for current operating needs however, the
         need for additional sales levels will put further stress on working
         capital needs. Also, professional fees and possible regulatory
         penalties could place additional stress on working capital.
         Inflationary pressures have significantly less bearing on current
         profitability than the continued need for additional sales.

                                     Page 13
<PAGE>

                            MOYCO TECHNOLOGIES, INC.

                     MANAGEMENT'S ANALYSIS AND DISCUSSION OF
                 FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
                                     FOR THE
                       SIX MONTHS ENDED DECEMBER 31, 1996






         Comparison of recent Quarter (12/31/96) and Equivalent Quarter
         (12/31/95):

         Net sales increased by $569,595 primarily in our dental division as a
         result of increased demand of the Moyco Union Broach product line and
         the sales generated by the Thompson Dental Manufacturing Co. Inc.
         subsidiary.

         The increase of $79,705 in gross profit is correlated to the increase
         in volume. The procedure for computing inventories by department by the
         gross profit method, using the previous fiscal years actual gross
         profit percentage, unless management is aware of a significant
         adjustment required in the quarter, continues as the standard procedure
         in computing interim quarterly accounting.

         Operating expenses increased as a result of the Thompson Dental merger,
         increased strategic investment costs related to the Ultralap Division
         CMP (chemical mechanical planarization) slurry project, and legal fees
         and related costs associated with the government investigation
         concerning the prior manufacture and deliveries of foot powder.

         Working capital increased by repositioning current debt to long-term
         debt, increased inventories and accounts receivables.

         Working capital is sufficient for current operating needs, however the
         need for additional sales levels is critical. Also, continuing
         professional fees and possible regulatory penalties could place
         additional stress on working capital.








                                     Page 14
<PAGE>

                            MOYCO TECHNOLOGIES, INC.


                     MANAGEMENT'S ANALYSIS AND DISCUSSION OF
                 FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
                                     FOR THE
                       SIX MONTHS ENDED DECEMBER 31, 1996






         Comparison or Recent Year to date (12/31/96) and Equivalent Period in
         Prior Year (12/31/95):

         Net sales increased by $1,105,204. The increase was in both our
         abrasive and dental segments. Costs of sales remained stable. The
         procedure for computing interim inventories by department by the gross
         profit method, using the previous fiscal years actual gross profit
         method, using the previous fiscal years actual gross profit percentage,
         unless management is aware of a significant adjustment required in the
         quarter, continues as the standard procedure in computing interim
         accounting.

         Operating expenses increased $478,587 and is related to costs
         associated with the Thompson Dental merger, extra-ordinary legal fees
         and related costs associated with the government investigation
         regarding the prior manufacture and deliveries of foot powder, and
         product development especially relating to CMP abrasive slurries used
         for the development of the next generation of semiconductor chips.

         The decrease in net profit of $50,493 is directly related to the
         increase in operating expense.

         Increased sales are a constant requirement for growth. We continue to
         seek acquisitions as well as new products to expand our critical mass.
         In our high tech development as well as the dental industry, there are
         many companies with substantially greater resources. In addition,
         emerging as well as existing technologies are subject to rapid change
         which can create large savings in sales in any given period. Some of
         our new products are being tested and we continue to receive favorable
         operating results. Rapid growth will require the need for additional
         funds and alternative means of financing the potential growth are being
         investigated.














                                     Page 15
<PAGE>

                            MOYCO TECHNOLOGIES, INC.


                     MANAGEMENT'S ANALYSIS AND DISCUSSION OF
                 FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
                                     FOR THE
                      THREE MONTHS ENDED DECEMBER 31, 1996



         Liquidity and Capital Resources:

         It is anticipated that pressures on earnings will continue. The
         continuing need to increase sales to offset costs is a reality. The
         Company is committed to the Ultralap CMP (chemical mechanical
         planarization) slurry project which will require additional funds. In
         addition, professional fees and possible regulatory penalties could
         effect profits. The addition of capital improvement projects of plant
         facilities and equipment, along with the financial commitments will
         require sales growth and earnings to repay the additional debt service.
         Moyco currently has enjoyed twenty-five straight quarters of
         profitability. Changes in the high tech products sold by our abrasives
         division are subject to swings which directly effect net sales and
         profits.

         Litigation:

         The Company has retained legal counsel to represent it in a government
         investigation in which the government has asserted it has evidence of
         violations of law and/or regulations that may have been committed by
         the Company, certain officers and/or employees of the Company. Legal
         counsel has not yet completed its investigation of these matters and,
         therefore, cannot evaluate the likelihood of an unfavorable outcome to
         the Company. The investigation centers around certain government
         contracts for the prior manufacture and deliveries of foot powder.
         Legal fees and related costs incurred during the quarter were $154,
         581. The Company expects additional legal fees and related costs during
         the next quarter.

         There were no other material legal issues during the quarter.




















                                     Page 16
<PAGE>

Part II - Other Information


                            MOYCO TECHNOLOGIES, INC.



                                   SIGNATURES



         Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report is signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

                            MOYCO TECHNOLOGIES, INC.
                                  (Registrant)


Date  February 14, 1997               By  /s/ Marvin S. Sternberg
      --------------------------          -----------------------
                                          Marvin E. Sternberg
                                          President and Chief Executive Officer
                                          Chairman of the Board




Date  February 14, 1997               By  /s/ Jerome Lipkin
      --------------------------          -----------------
                                          Jerome Lipkin
                                          Vice President and Director
                                          Executive Officer




Date  February 14, 1997               By  /s/ William G. Woodhead
      --------------------------          -----------------------
                                          William G. Woodhead
                                          Secretary/Treasurer and Director













                                     Page 17

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<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                             JUL-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                       1,406,002
<SECURITIES>                                         0
<RECEIVABLES>                                2,014,082
<ALLOWANCES>                                   111,710
<INVENTORY>                                  4,114,645
<CURRENT-ASSETS>                             7,623,946
<PP&E>                                      11,201,917
<DEPRECIATION>                               4,695,082
<TOTAL-ASSETS>                              15,211,013
<CURRENT-LIABILITIES>                        2,058,070
<BONDS>                                              0
                                0
                                          0
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<OTHER-SE>                                   5,963,335
<TOTAL-LIABILITY-AND-EQUITY>                15,211,013
<SALES>                                      6,996,708
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<CGS>                                        4,237,659
<TOTAL-COSTS>                                6,435,176
<OTHER-EXPENSES>                                     0
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<INTEREST-EXPENSE>                             327,057
<INCOME-PRETAX>                                270,344
<INCOME-TAX>                                    74,609
<INCOME-CONTINUING>                            195,735
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   195,735
<EPS-PRIMARY>                                      .05
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