<PAGE>
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: June 30, 1997 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
incorporation or organization) Identification Number)
1001 Yamato Road, Suite 403
Boca Raton, Florida 33431 (561) 994-6191
(Address of Principal Executive Offices) (Registrant's telephone number)
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 August 13, 1997: 24,545,816
Page 1 of 12
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Index
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets -- June 30, 1997 and December 31, 1996
Condensed consolidated statements of operations -- Three months ended June
30, 1997 and 1996; Six months ended June 30, 1997 and 1996
Condensed consolidated statements of cash flows -- Six months ended June 30,
1997 and 1996
Notes to condensed consolidated financial statements -- June 30, 1997
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 12
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
June 30, 1997 Dec. 31, 1996
------------- -------------
ASSETS (Unaudited) (Note)
Current assets:
Cash and cash equivalents $ 3,935,495 $ 5,603,708
Trade accounts receivable 1,238,555 611,731
Inventories 3,083,680 2,826,684
Prepaid expenses and other
current assets 932,104 517,583
------------ ------------
Total current assets 9,189,834 9,559,706
Property and equipment, net 781,287 579,692
Investment in joint venture 326,674 238,128
Deferred product costs, less
accumulated amortization of
$4,159,763 and $4,005,576 at
1997 and 1996, respectively 1,814,666 1,962,220
Deposits 448,769 401,394
------------ ------------
$ 12,561,230 $ 12,741,140
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 890,142 $ 453,337
Dividends payable 614,497 -
Accrued liabilities 452,674 306,323
------------ ------------
Total current liabilities 1,957,313 759,660
Stockholders' equity:
Common stock -- $.01 par value; 30,000,000
shares authorized; 24,567,516 and
23,228,511 shares issued and outstanding
at 1997 and 1996, respectively 247,968 232,285
Additional paid-in capital 19,231,566 20,351,654
Accumulated deficit (8,476,522) (8,602,459)
Treasury stock, at cost, 229,300 shares (399,095) -
------------ ------------
Total stockholders' equity 10,603,917 11,981,480
------------ ------------
$ 12,561,230 $ 12,741,140
============ ============
Note: The balance sheet at December 31, 1996 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 12
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements Of Operations
(Unaudited)
Three Months and Six Months Ended June 30, 1997 and 1996
Three months ended Six months ended
June 30, June 30,
1997 1996 1997 1996
---------- ---------- ---------- ----------
Net sales $2,640,501 $2,001,660 $5,048,705 $5,033,641
Cost of sales 936,844 788,265 1,934,563 2,007,866
---------- ---------- ---------- ----------
Gross profit 1,703,657 1,213,395 3,114,142 3,025,775
---------- ---------- ---------- ----------
Expenses:
Royalty expense 143,291 96,833 264,255 238,048
Research and
development 81,832 122,818 162,475 254,061
Selling, general
& administrative 1,407,430 622,033 2,537,683 1,255,196
Depreciation &
amortization 133,261 105,753 239,397 214,185
---------- ---------- ---------- ----------
1,765,814 947,437 3,203,810 1,961,490
---------- ---------- ---------- ----------
Operating income (loss) (62,157) 265,958 (89,668) 1,064,285
Interest income 58,110 73,415 129,058 136,903
Infomercial pick-up 40,298 (66,576) 88,547 (96,319)
---------- ---------- ---------- ----------
Income before income
taxes 36,251 272,797 127,937 1,104,869
Income tax expense - 5,600 2,000 22,000
---------- ---------- ---------- ----------
Net income $ 36,251 $ 267,197 $ 125,937 $1,082,869
========== ========== ========== ==========
Earnings per share of
common stock .00 .01 .01 .05
Weighted average
shares outstanding 24,105,907 22,896,753 24,165,354 22,973,845
See notes to condensed consolidated financial statements.
Page 4 of 12
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30, 1997 and 1996
1997 1996
----------- -----------
Operating activities:
Net cash provided by (used in)
operating activities $ (452,509) $ 2,065,515
----------- -----------
Investing activities:
Purchase of U.S. Treasury Bills - (1,949,212)
Capital expenditures, net (286,805) 3,844
Investment in joint venture - (152,667)
Increase in deferred product costs (6,633) (6,335)
----------- -----------
Net cash used in
investing activities (293,438) (2,104,370)
----------- -----------
Financing activities:
Proceeds from issuance
of common stock, net 96,250 -
Repurchase of common stock (399,095) -
Cash dividends paid (619,421) (1,133,070)
----------- -----------
Net cash used in
financing activities (922,266) (1,133,070)
----------- -----------
Net decrease in cash
and cash equivalents (1,668,213) (1,171,925)
Cash and cash equivalents at
beginning of period 5,603,708 4,346,587
----------- -----------
Cash and cash equivalents at
end of period $ 3,935,495 $ 3,174,662
=========== ===========
See notes to condensed consolidated financial statements.
Page 5 of 12
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 1997
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 six-month periods ended June
30, 1997 are not necessarily indicative of the results that may be expected for
the year ending December 31, 1997. 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, 1996.
Note B -- Inventories
Inventories consist of the following:
June 30, 1997 December 31, 1996
------------- -----------------
Finished goods $1,852,775 $1,880,112
Work in progress 182,124 95,241
Raw materials and components 1,048,781 851,331
---------- ----------
$3,083,680 $2,826,684
========== ==========
Note C -- Investment in Joint Venture
During 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 shared equally in the profits and losses of the
Joint Venture, which had 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 was to provide and sell HyTech's
polymer-based skin care line by means of a thirty (30) minute commercial
("Infomercial") which the Joint Venture produced. On July 19, 1996, in
conjunction with the amended QVC license agreement, the Joint Venture was
dissolved (effective May 31, 1996) and a new partnership, New Hydromercial
Partners ("Infomercial Partnership"), was formed. The Infomercial Partnership is
an equal partnership between HyTech and QVC to promote Hydron products and
continue the same activities as the Joint Venture. (See Note D)
Page 6 of 12
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
June 30, 1997
Note D - Distribution Agreement
HyTech entered into a license agreement with QVC in 1993. On July 19, 1996,
HyTech and QVC modified their license agreement ("Amended License Agreement") to
provide HyTech with certain retail marketing rights and increases in the minimum
product purchase requirements by QVC. QVC must meet those requirements, on a
bi-annual basis, to maintain their exclusive rights to market Hydron consumer
products through direct response television in North, South and Central America.
No obligation exists for QVC to purchase product except to maintain such
exclusive rights, and no assurances can be given that QVC will meet the
escalating minimum purchase levels for subsequent years in order to maintain
such exclusive rights. If QVC does not meet such minimum purchase levels, then
HyTech has the right to terminate the agreement and seek other marketing and
distribution arrangements for its products, which may include QVC on a
nonexclusive arrangement. Although management believes that there are other
avenues for selling its products, including the Hydron Catalog started in
November 1996, the loss of QVC as a customer would be financially disruptive to
HyTech.
The Amended License Agreement provides that certain retail marketing rights
formerly held by Direct to Retail (QVC granted these rights to DTR under a
separate agreement), revert back to HyTech. The retail marketing rights include
prestige retail channels of distribution such as traditional department and
specialty stores, boutique stores and beauty salons, as well as catalog sales.
QVC will receive a commission from HyTech on these sales.
On June 11, 1997, HyTech renegotiated its Amended License Agreement
("Renegotiated License Agreement") with QVC, whereby the term of the Amended
License Agreement was extended for one year, commencing as of June 1, 1997.
Note E - Income Taxes
The tax provision for the three (3) month and the six (6) month periods ended
June 30, 1997 and 1996 represents the Alternative Minimum Tax due after
utilization of the available net operating loss carryforwards.
Page 7 of 12
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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 Hydron(R) 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/cosmetic products, creating a new moisturizing technology for the
personal care/cosmetic and pharmaceutical industries. HyTech sells specialty
personal care/cosmetic 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 with QVC, Inc., as amended (the
"Amended QVC License Agreement"), which gives the electronic retailer certain
exclusive rights 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/
cosmetic products for consumers and health care products for professionals using
Hydron polymers, and anticipates using its patented technology as a drug
delivery system in proprietary products, in which Hydron polymers act as a drug
release mechanism. HyTech intends to either seek licensing arrangements for its
drug delivery technology with third parties, or develop and market proprietary
products through its own efforts. In addition, in the first quarter of Fiscal
1997, HyTech entered into a "turnkey" manufacturing and supply agreement with a
leading vitamin supplier for a vitamin, mineral and nutritional supplement line,
which Hydron is currently marketing through its catalog.
Results of Operations
Net sales for the three (3) months ended June 30, 1997 were $2,640,501, or 32%
higher than net sales of $2,001,660 for the corresponding period of the fiscal
year ended December 31, 1996 ("Fiscal 1996"). Net sales for the six (6) months
ended June 30, 1997 were $5,048,705, or 1% percent higher than net sales of
$5,033,641 for the corresponding period of Fiscal 1996. These increases are
primarily the result of sales through the Hydron catalog, which started in
November 1996. Catalog sales were $417,733 and $790,628 for the three and six
months ended June 30, 1997, respectively.
Sales to QVC, the Infomercial Partnership and international sales were
$2,222,768 and $4,258,077 for the three and six months ended June 30, 1997,
respectively, as compared to $2,001,660 and $5,033,641 for the same periods of
Fiscal 1996, respectively. The 11% increase and the 15 % decrease in sales for
the three and six months ended June 30, 1997, respectively, over the same
periods of Fiscal 1996 are primarily the result of changes in QVC purchasing
patterns, which are affected primarily by the timing of on-air programming.
Page 8 of 12
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Results of Operations (continued)
In addition, sales to the Infomercial Partnership during the six months ended
June 30, 1997 were approximately $400,000 lower than sales in the same period of
Fiscal 1996. During the fourth quarter of Fiscal 1996, the Infomercial
Partnership revised the existing Infomercial to test several new product offers.
The Infomercial Partnership is in the process of producing a second infomercial
to promote and sell new products in HyTech's skin care line.
With the exception of Hydron catalog sales, substantially all of the sales
during the relevant periods were to QVC and its related entities, including the
Infomercial Partnership and QVC Europe. Absent the consummation of marketing or
distribution arrangements with third parties other than QVC, the percentage of
sales to QVC and HyTech's dependence upon QVC as a substantial customer will
remain significant.
HyTech's gross profit margin for the three (3) months ended June 30, 1997
increased four (4) percentage points to 65% from 61% for the corresponding
period of Fiscal 1996. The gross profit margin for the six (6) months ended June
30, 1997 increased two (2) percentage points to 62% from 60%. These increases
were due to the 80% gross profit margin generated by sales through the Hydron
catalog for both the three months and six months ended June 30, 1997. The gross
profit margin on sales to QVC, the Infomercial Partnership and international
sales was 59% and 58% for the three and six months ended June 30, 1997,
respectively, as compared to 61% and 60% for the same periods of Fiscal 1996,
respectively. The gross profit margin decreases in these periods were due
primarily to fluctuations in the mix of the products sold to QVC in those
periods and the reduced pricing on the products sold to QVC as a result of the
Amended License Agreement.
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 33% to $81,832 in the second
quarter of Fiscal 1997, compared to $122,818 for the same period in Fiscal 1996.
Such expenses for the six (6) months ended June 30, 1997 decreased 36% to
$162,475, compared to $254,061 for the corresponding period of Fiscal 1996.
These decreases reflect the renegotiation of certain research and development
contracts. In addition, the amount of R&D expense varies from period to period
depending on the steps taken towards development during such period, 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 June
30, 1997 increased by 126% to $1,407,431 from $622,033 for the corresponding
period of Fiscal 1996. Such expenses for the six (6) months ended June 30, 1997
increased 102% to $2,537,684, compared to $1,255,196 for the corresponding
period of Fiscal 1996.
The increases in selling, general and administrative expenses are primarily the
result of expenses associated with the Hydron catalog, which started in November
1996. Catalog expenses were $763,053 and $1,253,202 for the three and six months
ended June 30, 1997, respectively. As with any new venture, HyTech has incurred
significant start-up expenses relating to the catalog. Overall expenses
attributed to the catalog include advertising, additional marketing, customer
service and warehouse personnel and related telephone, postage and supplies
expense.
Page 9 of 12
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Results of Operations (continued)
Selling, general and administrative expenses, other than catalog related
expenses, were $644,378 and $1,284,482 for the three and six month periods ended
June 30, 1997, respectively, as compared to $622,033 and $1,255,196 for the same
periods of Fiscal 1996, respectively. The increases of 4% and 2% for the three
and six months ended June 30, 1997, respectively, were due to an overall
increase in expenses, which was partially offset by a reduction of approximately
$102,000 in promotional expenses associated with the Hydron newsletter sent to
QVC customers in Fiscal 1996.
Interest and investment income in the second quarter of Fiscal 1997 decreased
21%, to $58,110 from $73,415 for the same period in Fiscal 1996. Such income for
the six (6) months ended June 30, 1997 decreased 6% to $129,058, compared to
$136,903 for the corresponding period of Fiscal 1996. These decreases are due
primarily to lower cash balances and lower interest rates. HyTech maintains a
conservative investment strategy, deriving investment income primarily from U.S.
Treasury securities.
Net income for the three (3) months ended June 30, 1997 decreased 86%, to
$36,250 from $267,197 for the same period in Fiscal 1996. Net income for the six
(6) months ended June 30, 1997 decreased 88% to $125,936, compared to $1,082,869
for the corresponding period of Fiscal 1996. Such changes are due primarily to
the net loss from the new Hydron catalog of $402,058 and $679,300 for the three
and six months ended June 30, 1997, respectively. Net income from sources other
than the Hydron catalog, was $438,308 and $805,236 for the three and six months
ended June 30, 1997, respectively, as compared to $267,197 and $1,082,869 for
the same periods of Fiscal 1996, respectively.
Liquidity and Financial Resources
HyTech's overall financial condition remains strong as reflected in the
Condensed Consolidated Balance Sheets at June 30, 1997 with working capital in
excess of $7 million at June 30, 1997.
HyTech's cash flow used in operations of $452,509 was a direct result of funding
the start-up operations of the Hydron catalog. Cash flow for QVC remained strong
as the QVC License Agreement provides that QVC purchase products directly from
HyTech for resale to consumers, and that HyTech receive payment from QVC thirty
days after QVC's receipt of such goods.
HyTech paid regular quarterly cash dividends of two and one-half cents ($0.025)
per share on March 31, 1997 ($619,421) and July 3, 1997 ($614,497) to
shareholders of record on March 17, 1997 and June 26, 1997, respectively.
The Board of Directors of the Company has authorized the repurchase of up to
1,000,000 shares of the Company's common stock from time to time in the open
market through March 31, 1998, and as of August 13, 1997, 251,000 shares have
been purchased at an average price per share of $1.72.
Page 10 of 12
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Liquidity and Financial Resources (continued)
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 QVC, management does not
anticipate any difficulty in financing foreseeable inventory requirements.
Management recognizes that HyTech does not have the financial resources to
sustain a major national advertising campaign to market its products in a
conventional retail mode. In view of the foregoing, management has obtained with
QVC and the Infomercial Partnership, and continues to seek, internationally,
marketing, licensing and distribution agreements with third parties that 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) Current report on Form 8-K (Date of Report, June 11, 1997), reporting items
5 and 7.
Page 11 of 12
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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.
HYDRON TECHNOLOGIES, INC.
By: /s/ Thomas G. Burns
Thomas G. Burns, Vice President,
Finance and Chief Financial Officer
Dated: August 13, 1997
Page 12 of 12
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Exhibit (11) - Statement Re: Computation of Earnings Per Share
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
Primary:
Average shares outstanding 24,099,069 22,650,938 24,099,069 22,639,816
Net effect of dilutive stock
options - based on the
treasury stock method using
average market price 5,944 245,815 65,837 164,565
----------- ----------- ----------- -----------
Totals 24,105,013 22,896,753 24,164,906 22,804,381
=========== =========== =========== ===========
Net income $ 36,251 $ 267,197 $ 125,937 $ 1,082,869
=========== =========== =========== ===========
Per share amount $ 0.00 $ 0.01 $ 0.01 $ 0.05
=========== =========== =========== ===========
Fully diluted:
Average shares outstanding 24,099,069 22,650,938 24,099,069 22,639,816
Net effect of dilutive stock
options - based on the
treasury stock method using
quarter-end market price 6,838 245,815 66,285 334,029
----------- ----------- ----------- -----------
Totals 24,105,907 22,896,753 24,165,354 22,973,845
=========== =========== =========== ===========
Net income $ 36,251 $ 267,197 $ 125,937 $ 1,082,869
=========== =========== =========== ===========
Per share amount $ 0.00 $ 0.01 $ 0.01 $ 0.05
=========== =========== =========== ===========
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,935,495
<SECURITIES> 0
<RECEIVABLES> 1,238,555
<ALLOWANCES> 0
<INVENTORY> 3,083,680
<CURRENT-ASSETS> 9,189,834
<PP&E> 1,115,976
<DEPRECIATION> 334,689
<TOTAL-ASSETS> 12,561,230
<CURRENT-LIABILITIES> 1,957,313
<BONDS> 0
0
0
<COMMON> 247,968
<OTHER-SE> 19,231,566
<TOTAL-LIABILITY-AND-EQUITY> 12,561,230
<SALES> 5,048,705
<TOTAL-REVENUES> 5,266,310
<CGS> 1,934,563
<TOTAL-COSTS> 1,934,563
<OTHER-EXPENSES> 3,203,811
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 127,937
<INCOME-TAX> 2,000
<INCOME-CONTINUING> 125,937
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 125,937
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.01
</TABLE>
