UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended: September 30, 1995 or
/ / Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the Period from __________ to __________
Commission File Number: 0-6333
HYDRON TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
New York 13-1574215
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1001 Yamato Road, Suite 403
Boca Raton, Florida 33487 (407) 994-6191
(Address of Principal Executive Offices) (Registrant's telephone number)
941 Clint Moore Road, Boca Raton, Florida 33487
(Former name, former address and former fiscal year,
if changed from last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such report), and (2) has been subject to such filing
requirements for the past 90 days. X Yes _ No.
Number of shares of common stock outstanding as of November 10, 1995: 22,639,816
Page 1 of 13
HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Index
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets--September 30, 1995 and
December 31, 1994
Condensed consolidated statements of operations--Three months ended
September 30, 1995 and 1994; Nine months ended September 30, 1995 and 1994
Condensed consolidated statements of cash flows--Nine months ended
September 30, 1995 and 1994
Notes to condensed consolidated financial statements--September 30, 1995
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
Page 2 of 13
HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
September 30, 1995 Dec. 31, 1994
--------------------------------
(Unaudited) (Note)
ASSETS
Current assets:
Cash and cash equivalents $ 4,932,003 $ 5,723,664
Trade accounts receivable 1,116,807 2,044,604
Inventories 4,362,842 3,260,010
Prepaid expenses and other
current assets 175,513 100,670
--------------------------------
Total current assets 10,587,165 11,128,948
Property and equipment, net 352,555 109,386
Investment in joint venture 193,796 -
Deferred product costs, less
accumulated amortization of
$3,620,467 and $3,389,667 at
1995 and 1994, respectively 2,340,994 2,571,249
Deposits 406,336 -
--------------------------------
$13,880,846 $13,809,583
--------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 365,984 $ 395,862
Accrued liabilities 389,432 400,262
--------------------------------
Total current liabilities 755,416 796,124
Stockholders' equity:
Common stock $.01 par value;
30,000,000 shares authorized;
22,639,816 and 22,616,816
shares issued and outstanding
at 1995 and 1994, respectively 226,398 226,168
Additional paid-in capital 20,377,006 20,348,361
Accumulated deficit (7,477,974) (7,561,070)
--------------------------------
Total stockholders' equity 13,125,430 13,013,459
--------------------------------
$13,880,846 $13,809,583
--------------------------------
Note: The balance sheet at December 31, 1994 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See notes to condensed consolidated financial statements.
Page 3 of 13
HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements Of Operations
(Unaudited)
Three Months and Nine Months Ended September 30, 1995 and 1994
Three months ended Nine months ended
September 30, September 30,
1995 1994 1995 1994
---- ---- ---- ----
Net sales $1,672,194 $ 2,127,427 $ 5,725,798 $ 5,426,718
Cost of sales 603,546 532,651 2,051,597 1,520,498
---------- ----------- ----------- -----------
Gross profit 1,068,648 1,594,776 3,674,201 3,906,220
---------- ----------- ----------- -----------
Expenses:
Royalty expense 78,890 98,829 262,065 258,223
Research and
development 26,151 49,365 146,704 153,157
Selling, general
& administrative 543,763 549,202 1,448,673 1,219,737
Depreciation &
amortization 85,511 86,125 256,278 258,378
---------- ----------- ----------- -----------
734,315 783,521 2,113,720 1,889,495
---------- ----------- ----------- -----------
Operating income 334,333 811,255 1,560,481 2,016,725
Interest and investment
income 71,475 70,924 249,992 133,395
---------- ----------- ----------- -----------
Income before income
taxes 405,808 882,179 1,810,473 2,150,120
Income tax expense 30,000 - 30,000 -
---------- ----------- ----------- -----------
Net income $ 375,808 $ 882,179 $ 1,780,473 $ 2,150,120
========== =========== =========== ===========
Net income per
common share:
Primary .02 .04 .08 .10
Fully Diluted .02 .04 .08 .09
Weighted average
number of common
shares outstanding:
Primary 23,142,657 22,529,651 23,148,411 22,448,055
Fully Diluted 23,142,657 22,963,371 23,165,370 22,954,969
See notes to condensed consolidated financial statements.
Page 4 of 13
HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30, 1995 and 1994
1995 1994
Operating activities:
--------------------------
Net cash provided by (used in)
operating activities $ 1,346,033 $ 1,916,713
--------------------------
Investing activities:
Purchase of U.S. Treasury Bills - (3,449,019)
Sale of U.S. Treasury Bills - 3,449,019
Capital expenditures (268,647) (56,801)
Investment in joint venture (200,000) -
Increase in deferred product costs (545) (12,504)
--------------------------
Net cash used in
investing activities (469,192) (69,305)
--------------------------
Financing activities:
Proceeds from issuance
of common stock, net 28,875 1,814,850
Cash dividends paid (1,697,377) -
--------------------------
Net cash (used in) provided by
financing activities (1,668,502) 1,814,850
--------------------------
Net decrease in cash
and cash equivalents (791,661) 3,662,258
Cash and cash equivalents at
beginning of period 5,723,664 3,686,824
--------------------------
Cash and cash equivalents at
end of period $ 4,932,003 $ 7,349,082
--------------------------
See notes to condensed consolidated financial statements.
Page 5 of 13
HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 1995
Note A Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three- and nine-month periods ended
September 30, 1995 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1995. For further information, refer
to the consolidated financial statements and footnotes thereto included in the
Registrant and Subsidiaries' annual report on Form 10-K for the year ended
December 31, 1994.
Note B Inventories
Inventories consist of the following:
September 30, 1995 December 31, 1994
-------------------------------------
Finished goods $ 3,331,309 $ 1,661,600
Work in progress 169,912 234,125
Raw materials and components 861,621 1,364,285
-------------------------------------
$ 4,362,842 $ 3,260,010
-------------------------------------
Note C Investment in Joint Venture
On January 17, 1995, Hydron Technologies, Inc. ("HyTech") entered into an
agreement with two other companies to form a joint venture known as Hydromercial
Partners (the Joint Venture). Each company has a one-third interest in the
profits and losses of the Joint Venture, which has an initial term of two (2)
years, subject to renewal on an annual basis thereafter upon unanimous consent
of all of the Joint Venture participants.
The purpose of the Joint Venture is to provide and sell HyTech's polymer-based
skin care line by means of a thirty (30) minute commercial (Infomercial) which
the joint venture has produced. The initial capital of the Joint Venture,
$600,000, was contributed in equal shares by the Joint Venture participants, and
is being used to produce the Infomercial and conduct test marketing, which was
completed late in the third quarter of Fiscal 1995.
Page 6 of 13
HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
September 30, 1995
Note D - Income Taxes
The tax provision for the three (3) month and the nine (9) month periods ended
September 30, 1995 represents the Alternative Minimum Tax due after utilization
of the available net operating loss carryforwards. There are no tax provisions
for the three (3) month and nine (9) month periods ended September 30, 1995 and
1994 due to the utilization of net operating loss carryforwards.
Page 7 of 13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Business
Hydron Technologies, Inc. ("HyTech") is the owner of a broad range of consumer
and oral health care products using Hydronr polymers, a scientifically-proven
moisture attracting ingredient, and also owns a non-prescription drug delivery
system for topically applied pharmaceuticals, which uses the polymer. HyTech
holds U.S. and international patents on the only known means to suspend the
Hydron polymer in a stable emulsion that is cosmetically acceptable for use in
personal care/cosmetics products, creating a new moisturizing technology for the
personal care/cosmetics and pharmaceutical industries. HyTech sells specialty
personal care/cosmetics products, and to a lesser extent oral health care
products, most of which are covered by patent, license and royalty agreements.
HyTech has entered into a License Agreement (the "QVC License Agreement") with
QVC, Inc. the ("Electronic Retailer"), which gives the electronic retailer the
exclusive right to purchase licensed products from HyTech for sale in the
Western Hemisphere, and a License Agreement with National Patent Development
Corp., which provides that HyTech will generally pay royalties to National
Patent on its sales and receive royalties from National Patent from sales of
certain of that company's products. HyTech is developing other personal
care/cosmetics and oral health care products using Hydron polymers, as well as
products that use Hydron polymer technology as a drug delivery system, which
HyTech intends to market through third parties or its own efforts.
Results of Operations
Net sales for the three (3) months ended September 30, 1995 were $1,672,194, or
21% lower than net sales of $2,127,427 for the corresponding period of the
fiscal year ended December 31, 1994 ("Fiscal 1994"). HyTech sells its personal
care/cosmetics products to the Electronic Retailer for re-sale directly to the
consumer. The Electronic Retailer maintains inventories of HyTech's products for
both on-the-air and back-end retail sales.
Management anticipates that total retail sales of HyTech's products by the
Electronic Retailer for the fiscal year ending December 31, 1995 ("Fiscal 1995")
will increase by approximately 23% over total retail sales for Fiscal 1994. In
addition, management anticipates that back-end sales of HyTech's products by the
Electronic Retailer, which management believes indicate the strength of its
re-order business, will grow approximately 97% in Fiscal 1995 over such sales
during Fiscal 1994.
Notwithstanding this anticipated growth in retail sales to consumers, HyTech's
net sales, substantially all of which are to the Electronic Retailer, decreased
in the third quarter of Fiscal 1995 as a direct result of a decrease in the
number of on-air hours allotted to HyTech by the Electronic Retailer. Although
sales by HyTech to the Electronic Retailer do not necessarily mirror retail
sales, such decreased air time slowed the dissipation of inventory held by the
Electronic Retailer, thus precluding sales by HyTech to the Electronic Retailer
of those products held in inventory.
Page 8 of 13
Results of Operations (continued)
Management believes that it has addressed the problem of reduced of on-air time
through discussions with management of the Electronic Retailer. However,
based upon the broadcast time allotted for HyTech products for the fourth
quarter of Fiscal 1995, management believes that net sales for the fourth
quarter of Fiscal 1995 will be less than net sales for the fourth quarter of
Fiscal 1994. In addition, as the result of special promotions run by the
Electronic Retailer in the beginning of the first quarter of Fiscal 1995, HyTech
shipped substantial orders during the latter part of the fourth quarter of
Fiscal 1994.
Net sales for the nine (9) months ended September 30, 1995 were $5,725,798, or
six (6) percent higher than net sales of $5,426,718 for the corresponding period
of Fiscal 1994. These increases are due primarily to the continued marketing on
the Electronic Retailer television shopping network of HyTech's products. In
addition, for approximately six (6) weeks after the commencement (January 1994)
of a lawsuit by Ocular Sciences, Inc. against HyTech and National Patent
Development Corporation regarding use of the Hydron trademark, no sales were
made to the Electronic Retailer by HyTech, although the Electronic Retailer was
accepting back orders for HyTech's products. It appears that the Electronic
Retailer was assessing the nature of the claims made by the plaintiff in the
lawsuit, pending its own investigation of the matter. The marketing program was
fully reinstated in March 1994. The lawsuit was settled in August 1994 and both
parties agreed to dismiss all claims against the other and agreed to continue to
market their existing respective product lines under the Hydron name. No damages
were paid by either party.
Substantially all of the sales during the relevant periods were to the
Electronic Retailer. Management anticipates that sales to the Electronic
Retailer will continue to grow as HyTech further extends its skin care line,
adds other product lines, and broadens its marketing efforts to include other
forms of electronic and conventional retailing.
Absent the consummation of marketing or distribution agreements with third
parties other than the Electronic Retailer, the percentage of sales to the
Electronic Retailer and HyTech's dependence upon the Electronic Retailer as a
substantial customer will also increase.
During January 1995, wholly owned subsidiaries of HyTech and the Electronic
Retailer along with another company, formed a joint venture to produce and
distribute a 30-minute Infomercial for HyTech's products, which commenced
broadcasting on various networks late in the third quarter of Fiscal 1995.
HyTech has agreed to supply the Infomercial Joint Venture with product for sale
through the Infomercial at HyTech's cost. Management believes that the
Infomercial, if successful, is a cost effective method of building brand
awareness of HyTech's Hydron polymer-based skin care line despite selling
product to the Infomercial Joint Venture at cost, because subsequent orders for
product by customers who initially purchased directly from the Infomercial will
be made through the Electronic Retailer, wherein HyTech will receive its
customary gross profit margins. Management expects the Infomercial to
significantly broaden HyTech's market for its consumer
Page 9 of 13
Results of Operations (continued)
products during the fiscal year ending December 31, 1996 ("Fiscal 1996"). To
date, the Infomercial Joint Venture has begun expanded media testing following
the successful completion of an initial media test. Further, the Infomercial
Joint Venture expects to purchase additional media time in increasing amounts
over the coming months, on both regional broadcast and national cable television
networks.
HyTech's gross profit margin for the three (3) months ended September 30, 1995
decreased 11% to 64% from 75% for the corresponding period of Fiscal 1994. The
gross profit margin for the nine (9) months ended September 30, 1995 decreased
eight (8) percent to 64% from 72%. These decreases were due primarily to
fluctuations in the mix of products sold to the Electronic Retailer in those
periods. During the first nine (9) months of Fiscal 1995, HyTech expanded its
product lines to include five (5) new items, three (3) of which were hair care
or bath and body products which provide a lower profit margin than HyTech's skin
care products. During Fiscal 1994, HyTech introduced ten (10) new skin care
products. Further, management of HyTech in conjunction with its Electronic
Retailer, made the decision to package several of HyTech's individual skin care
products into a kit and agreed to price such kit at a substantial discount from
the aggregate costs of all of the individual items. This marketing strategy is a
concerted effort by management to further broaden the number of consumers using
HyTech products, which has doubled in Fiscal 1995 over Fiscal 1994, as well as
to increase the distribution of the complete Hydron product line. Management
believes that once consumers sample a wider variety of HyTech's products, they
are more likely to reorder more of such products, either the entire kit, or
individual products at higher prices.
Research and development ("R&D") expenses reflect HyTech's efforts to identify
new product opportunities, develop and package the products for commercial sale,
perform appropriate efficacy and safety tests, and conduct consumer panel
studies and focus groups. R&D expenses decreased 47% percent to $26,151 in the
third quarter of Fiscal 1995, compared to $49,365 for the same period in Fiscal
1994. Such expenses for the nine (9) months ended September 30, 1995 decreased
four (4) percent to $146,704, compared to $153,157 for the corresponding period
of Fiscal 1994. The amount of R&D expenses per quarter varies, depending upon
the steps taken towards development during such quarter, as well as the number
and type of products under development at such time.
Selling, general and administrative expenses for the three (3) months ended
September 30, 1995 decreased by one (1) percent to $543,763 from $549,202 for
the corresponding period of Fiscal 1994. Such expenses for the nine (9) months
ended September 30, 1995 increased 19% to $1,448,673, compared to $1,219,737 for
the corresponding period of Fiscal 1994. These increases are attributable to an
overall increase in salary requirements, expansion of full-time staff and other
selling and administrative costs necessary to administer HyTech's growth.
Interest and investment income in the third quarter of Fiscal 1995 rose one (1)
percent, to $71,475 from $70,924 for the same period in Fiscal 1994. Such income
for the nine (9) months ended
Page 10 of 13
Results of Operations (continued)
September 30, 1995 increased 87% to $249,992, compared to $133,395 for the
corresponding period of Fiscal 1994. These increases are due primarily to the
investment of additional cash from operations. HyTech maintains a conservative
investment strategy, deriving investment income primarily from U.S. Treasury
securities.
Net income for the three (3) months ended September 30, 1995 decreased 57%, to
$375,808 from $882,179 for the same period in Fiscal 1994. Net income for the
nine (9) months ended September 30, 1995 decreased 17% to $1,780,473, compared
to $2,150,120 for the corresponding period of Fiscal 1994. Such changes are due
primarily to the factors discussed above.
Liquidity and Financial Resources
HyTech's overall financial condition remains strong as reflected in the
Condensed Consolidated Balance Sheets at September 30, 1995 compared to December
31, 1994. In the first nine (9) months of Fiscal 1995, working capital remained
at approximately $10 million, primarily due to net income of $1,780,473 for the
period, offset by a $200,000 investment in Hydromercial Partners and the payment
of quarterly dividends totaling $1,697,377. Management anticipates that HyTech
will pay its regular quarterly cash dividend of two-and-one-half cents ($.025)
per share in the fourth quarter of Fiscal 1995.
HyTech's cash flow from operations of $1,346,033 was a direct result of its
marketing efforts with the Electronic Retailer. The QVC License Agreement
provides that the Electronic Retailer purchase products directly from HyTech for
resale to consumers, and that HyTech receive payment from the Electronic
Retailer thirty (30) days after the Electronic Retailer's receipt of such goods.
On January 27, 1995, HyTech's Board of Directors declared a regular quarterly
cash dividend of two and one-half cents ($.025) per share. Dividends were paid
on March 31, 1995, June 30, 1995 and September 30, 1995 to shareholders of
record on March 17, 1995, June 19, 1995 and September 15, 1995, respectively.
HyTech's deferred product costs have accumulated primarily from the various
agreements made with National Patent, and amounts capitalized as deferred
product costs have been based on the consideration given by HyTech to National
Patent in the form of common stock, which has been valued based on market prices
on the dates of the various agreements with National Patent.
Management believes that the amount of deferred product costs, primarily
incurred as a result of the various agreements with National Patent, will be
realized by HyTech through direct sales of its products, sale of distribution
rights and future royalties. Based upon HyTech's current sales activity, the
progress being made in developing new Hydron polymer-based products and the
market potential for these products, management believes that there has been no
permanent impairment to the carrying value of the assets and that the costs
should continue to be amortized over their respective useful lives, principally
20 years as they pertain to the National Patent agreements. Such
Page 11 of 13
Liquidity & Financial Resources (continued)
evaluations of the carrying value and the period over which the amount is
amortized are under continual review by HyTech.
Based on HyTech's present cash position, absence of any short or long term
debt, third-party contractual approach to manufacturing and R&D, and present
business strategy, management believes that HyTech has adequate resources to
meet normal, recurring obligations as they become due. Further, in view of the
thirty (30) day payment terms in connection with sales to the Electronic
Retailer, management does not anticipate any difficulty in financing foreseeable
inventory requirements.
However, management recognizes that HyTech does not have the financial resources
to sustain a major national advertising campaign to market its products. In view
of the foregoing, management has obtained with the Electronic Retailer and
Hydromercial Partners, and continues to seek internationally, marketing,
licensing and distribution agreements with third parties which have greater
financial resources and that can enhance HyTech's product introductions with
appropriate national marketing support programs.
The effect of inflation has not been significant upon either the operations or
financial condition of HyTech.
Part II- Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - 11 - Computation of Earnings Per Share
(b) Reports on Form 8-K - None
Page 12 of 13
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.
HYDRON TECHNOLOGIES, INC.
By: /s/ Thomas G. Burns
-----------------------
Thomas G. Burns, Vice President,
Finance and Chief Financial Officer
Dated: November 13, 1995
Page 13 of 13
HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Exhibit (11) - Statement Re: Computation of Earnings Per Share
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
Primary:
Average shares outstanding 22,629,607 21,922,558 22,496,553 21,938,555
Net effect of dilutive stock
options - based on the
treasury stock method using
average market price 513,050 607,093 651,858 509,500
---------- ---------- ---------- ----------
Totals 23,142,657 22,529,651 23,148,411 22,448,055
========== ========== ========== ==========
Net income $ 375,808 $ 882,179 $1,780,473 $2,150,120
========== ========== ========== ==========
Per share amount $ 0.02 $ 0.04 $ 0.08 $ 0.10
========== ========== ========== ==========
Fully diluted:
Average shares outstanding 22,629,607 21,922,558 22,496,553 21,938,555
Net effect of dilutive stock
options - based on the
treasury stock method using
quarter-end market price 513,050 1,040,813 668,816 1,016,414
---------- ---------- ---------- ----------
Totals 23,142,657 22,963,371 23,165,369 22,954,969
========== ========== ========== ==========
Net income $ 375,808 $ 882,179 $1,780,473 $2,150,120
========== ========== ========== ==========
Per share amount $ 0.02 $ 0.04 $ 0.08 $ 0.09
========== ========== ========== ==========
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 4,932,003
<SECURITIES> 0
<RECEIVABLES> 1,116,807
<ALLOWANCES> 0
<INVENTORY> 4,362,842
<CURRENT-ASSETS> 10,587,165
<PP&E> 493,830
<DEPRECIATION> 141,275
<TOTAL-ASSETS> 13,880,846
<CURRENT-LIABILITIES> 755,416
<BONDS> 0
0
0
<COMMON> 226,398
<OTHER-SE> 20,377,006
<TOTAL-LIABILITY-AND-EQUITY> 13,880,846
<SALES> 5,725,798
<TOTAL-REVENUES> 5,975,790
<CGS> 2,051,597
<TOTAL-COSTS> 2,051,597
<OTHER-EXPENSES> 2,113,720
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,810,473
<INCOME-TAX> 30,000
<INCOME-CONTINUING> 1,780,473
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,780,473
<EPS-PRIMARY> 0.08
<EPS-DILUTED> 0.08
</TABLE>
