<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: March 31, 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
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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 May 14, 1997: 24,776,816
Page 1 of 13
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Index
Part I. Financial Information
- -----------------------------
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets -- March 31, 1997 and December 31, 1996
Condensed consolidated statements of operations -- Three months ended March
31, 1997 and 1996
Condensed consolidated statements of cash flows -- Three months ended March
31, 1997 and 1996
Notes to condensed consolidated financial statements -- March 31, 1997
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Part II. Other Information
- --------------------------
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
Page 2 of 13
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
March 31, 1997 December 31, 1996
------------------------------------
(Unaudited) (Note)
ASSETS
Current assets:
Cash and cash equivalents $ 4,471,835 $ 5,603,708
Trade accounts receivable 1,364,445 611,731
Inventories 2,485,630 2,826,684
Prepaid expenses and other
current assets 877,961 517,583
------------------------------------
Total current assets 9,199,871 9,559,706
Property and equipment, net 745,541 579,692
Investment in joint venture 286,376 238,128
Deferred product costs, less
accumulated amortization of
$4,082,620 and $4,005,576 at
1997 and 1996, respectively 1,885,176 1,962,220
Deposits 448,709 401,394
------------------------------------
$12,565,673 $12,741,140
====================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 621,541 $ 453,337
Accrued liabilities 391,625 306,323
------------------------------------
Total current liabilities 1,013,166 759,660
Stockholders' equity:
Common stock -- $.01 par value;
30,000,000 shares authorized;
24,776,816 and 22,639,816 shares
issued and outstanding at
1997 and 1996, respectively 247,768 232,285
Additional paid-in capital 19,817,512 20,351,654
------------------------------------
Accumulated deficit (8,512,773) (8,602,459)
------------------------------------
Total stockholders' equity 11,552,507 11,981,480
------------------------------------
$12,565,673 $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 13
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements Of Operations
(Unaudited)
Three Months Ended March 31, 1997 and 1996
1997 1996
-------------------------------------
Net sales $ 2,408,204 $ 3,031,981
Cost of sales 997,719 1,219,601
-------------------------------------
Gross profit 1,410,485 1,812,380
-------------------------------------
Expenses:
Royalty expense 120,964 141,215
Research and development 80,643 131,243
Selling, general & administrative 1,130,253 633,163
Depreciation & amortization 106,136 108,432
-------------------------------------
1,437,996 1,104,053
-------------------------------------
Operating income (loss) (27,511) 798,327
Interest and investment income 70,948 63,488
Joint Venture equity pick-up 48,249 (29,743)
-------------------------------------
Income before income taxes 91,686 832,072
Income tax expense 2,000 16,400
-------------------------------------
Net income $ 89,686 $ 815,672
=====================================
Net income per common share $ .00 $ .04
=====================================
Weighted average number of
common shares outstanding 24,161,373 22,723,129
=====================================
See notes to condensed consolidated financial statements.
Page 4 of 13
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended March 31, 1997 and 1996
1997 1996
-------------------------------------
Operating activities:
Net cash provided (used) by
operating activities $ (385,010) $ 928,373
-------------------------------------
Investing activities:
Purchase of U.S. Treasury Bills - (1,949,212)
Capital expenditures (194,941) (25,736)
-------------------------------------
Net cash used in
investing activities (194,941) (1,974,948)
--------------------------------------
Financing activities:
Proceeds from issuance
of common stock, net 52,150 -
Cash dividends paid (619,422) (565,997)
--------------------------------------
Net cash used in
financing activities (551,922) (565,997)
--------------------------------------
Net (decrease) in cash
and cash equivalents (1,131,873) (1,612,572)
Cash and cash equivalents at
beginning of period 5,603,708 4,346,587
--------------------------------------
Cash and cash equivalents at
end of period $ 4,471,835 $2,734,015
======================================
See notes to condensed consolidated financial statements.
Page 5 of 13
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 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-month period ended March 31, 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:
March 31, 1997 December 31, 1996
-------------------------------------------
Finished goods $ 1,627,220 $ 1,880,112
Work in progress 67,518 95,241
Raw materials and components 790,892 851,331
-------------------------------------------
$ 2,485,630 $ 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, Hydromercial Partners (the Joint
Venture). Each company shared equally 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 was to provide and sell HyTech's
polymer-based skin care line by means of a thirty (30) minute commercial
(Infomercial).
Page 6 of 13
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 1997
Note C - Investment in Joint Venture (continued)
On July 19, 1996, in conjunction with the amended QVC license, the Joint Venture
was dissolved and a new partnership (New Hydromercial Partners) was formed
between HyTech and QVC to continue the same activities as the Joint Venture.
Sales of products by HyTech to the partnerships totalled approximately $9,000
and $314,000 in the three months ended March 31, 1997 and 1996, respectively.
Note D - Income Taxes
The provision for the three (3) months ended March 31, 1997 and 1996, represents
the Alternative Minimum Tax due after utilization of the available net operating
loss carryforwards.
Page 7 of 13
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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/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 with QVC, Inc., which gives the
electronic retailer the exclusive right to purchase licensed products from
HyTech for sale in North America, South America and Central America, and a
License Agreement with National Patent Development Corp., which provides that
HyTech will generally pay royalties on its sales to National Patent 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. In addition, HyTech has recently entered into a "turnkey"
manufacturing and supply agreement with a leading vitamin supplier for a
vitamin, mineral and nutritional supplement line, which HyTech intends to market
through its catalog and electronic retailing.
Results of Operations
Net sales for the three (3) months ended March 31, 1997 were $2,408,204, or 21%
lower than net sales of $3,031,981 for the corresponding period of the fiscal
year ended December 31, 1996 ("Fiscal 1996"). The decrease is primarily the
result of QVC purchasing patterns, offset by catalog sales of approximately
$360,000 during the first quarter of Fiscal 1997. In addition, catalog sales in
April 1997 were approximately $200,000. QVC's purchasing patterns, which are
primarily affected by the timing of Hydron Care programming, do not necessarily
mirror retail sales by QVC to consumers, which increased by 39% in the first
quarter of Fiscal 1997 as compared to the first quarter of Fiscal 1996.
On July 19, 1996, HyTech and QVC modified their license agreement (Amended
License Agreement). The Amended License Agreement provides HyTech with certain
retail marketing rights, and increases the minimum product purchase requirements
QVC must meet on a bi-annual basis to maintain their exclusive rights to market
Hydron consumer products through direct response television. No obligation
exists for QVC to purchase product under the terms of the QVC license Agreement,
except to maintain 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.
Page 8 of 13
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Results of Operations (continued)
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(Forward Looking Statement)
In its Quarterly Report on Form 10-Q for the period ended September 30, 1996,
HyTech made the forward looking statement to the effect that, based upon
proposed increases in air time that QVC would be required to make if it is to
meet the minimum purchase levels necessary to maintain its exclusive rights,
then management believed that HyTech would have record sales and earnings for
Fiscal 1997. Such statement was qualified by the following: "This assumes,
however, that QVC makes its purchases on a pro rata basis over the annual term
of the Amended License Agreement. Further, no obligation exists for QVC to
promote or purchase product, and no assurances can be given that QVC will meet
escalating minimum purchase levels for subsequent years in order to maintain
exclusive rights."
As of May 12, 1997, QVC has made purchases of approximately $7.5 million
during the first term of the Amended License Agreement, and based upon present
purchasing patterns, it appears that QVC will be approximately $4.5 million
short of making the minimum purchase level necessary to maintain its exclusive
license. Management of QVC has requested that HyTech waive the minimum purchase
requirement of the first year of the Amended License Agreement, which expires on
May 31, 1997.
If an agreement is reached on waiving the minimum purchase levels for the
first term of the Amended License Agreement, then no assurance can be given that
HyTech will have record sales and earnings for Fiscal 1997. If no agreement is
reached with regard to waiving the minimum purchase requirement for the first
term, then either, (1) QVC will not make the minimum purchases and HyTech will
be able to terminate such relationship; or (2) QVC will make an usually large
purchase in order to maintain its exclusive rights prior to the end of the term
or the following thirty (30) day cure period.
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. The loss of QVC as a customer would have a
material, adverse impact upon the financial condition of HyTech. If QVC were to
cease acting as HyTech's exclusive marketing agent in the Western Hemisphere,
then HyTech would attempt to reach the existing base of Hydron customers
utilizing various alternative methods of marketing, including direct marketing
through its catalog, as well as other access to direct response television. No
assurance can be given that HyTech could reach any substantial portion of such
existing customer base in the foreseeable future utilizing any such alternative
methods.
If QVC makes an unusually large purchase of Hydron products in order to
maintain its exclusive rights for the next twelve (12) month term of the Amended
License Agreement, then HyTech may experience unusually disparate quarters, as
it may take a substantial time for QVC to sell the products purchased in the
unusually large purchase order. Further, it will be highly unlikely that QVC
would make the minimum purchase levels for the following term. Therefore, QVC
may not provide HyTech with any substantial quantity or quality of on-air hours
in view of the impending termination of the relationship.
Page 9 of 13
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Results of Operations (continued)
As of the date of this report, HyTech and QVC are negotiating to further
amend the License Agreement. Although management is of the belief that HyTech
and QVC will reach an agreement to further amend the License Agreement, no
assurances can be given that a revised agreement will be reached.
(End of Forward Looking Statement)
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Substantially all of the sales during the relevant periods were to QVC and its
related entities. 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 for the three (3) months ended March 31, 1997 decreased
one (1) percentage point to 59% from 60% for the corresponding period of Fiscal
1996, primarily due to fluctuations in the mix of products sold to QVC in those
periods.
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, the majority of which are performed by
outside consultants, decreased 39% to $80,643 in the first quarter of Fiscal
1997, compared to $131,243 for the same period in Fiscal 1996. The higher fees
in Fiscal 1996 were the result of royalty fees paid to a consultant relating to
product development under a contract which expired on December 31, 1996. There
are no such fees in Fiscal 1997.
Selling, general and administrative expenses for the three (3) months ended
March 31, 1997 increased by 56% to $1,130,253 from $633,163 for the
corresponding period of Fiscal 1996. This increase is attributable primarily to
advertising and other costs relating to the production, distribution and
marketing of HyTech's catalog, which was introduced in November 1996.
Interest and investment income in the first quarter of Fiscal 1997 increased
12%, to $70,948 from $63,488 for the same period in Fiscal 1996. This increase
is due primarily to higher cash balances throughout the period. HyTech maintains
a conservative investment strategy, deriving investment income primarily from
U.S. Treasury securities.
The Joint Venture equity pick-up of $48,249 and $(29,743) for the three (3)
months ended March 31, 1997 and 1996, respectively, represents HyTech's
proportionate share of the Infomercial partnership's net income (loss) for the
same period.
Net income decreased 89% to $89,686 for the first quarter of Fiscal 1997
compared to $815,672 for the same period in Fiscal 1996. This decrease was the
result primarily of the factors discussed above.
10 of 13
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Liquidity and Financial Resources
HyTech's overall financial condition remains strong as reflected in the
Condensed Consolidated Balance Sheets at March 31, 1997 compared to December 31,
1996, with working capital of approximately $8.2 million and $8.8 million,
respectively.
HyTech's cash flow used by operations was a result of reduced sales and
increased advertising related costs, in addition to its marketing efforts with
QVC. The QVC License Agreement provides that QVC purchase products directly from
HyTech for resale to consumers, and that HyTech receive payment from QVC thirty
(30) days after HyTech's shipment of goods to QVC.
HyTech paid a regular quarterly cash dividend of two and one-half cents ($0.025)
per share on March 31, 1997 to shareholders of record on March 17, 1997.
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.
However, 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 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.
11 of 13
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Part II- Other Information
Item 5. Other Information
As previously reported in is Annual Report on Form 10-K for fiscal year ended
December 31, 1996 ("1996 10-K"), in March 1997 HyTech entered into a
manufacturing and supply, "turn-key" agreement with a leading vitamin supplier
for a vitamin, mineral and nutritional supplement line to complement HyTech's
facial, body and hair care regimes. In addition, in May 1997 such agreement was
amended, and HyTech was granted a sublicense for electronic retail and catalog
rights for the new, patented nutritional supplement containing a combination of
Glucosamine and Chondroitin. This nutritional supplement is formulated to
promote healthy joints and the regeneration of cartilage.
Management intends to sell these products directly to consumers through its
Hydron catalog, web site, and through nationally televised infomercials which
are to be produced exclusively for HyTech in both short and long form. As HyTech
has had no experience in marketing vitamins, minerals and nutritional
supplements, no assurances can be given that this new line will be successful to
any degree.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - 11 - Computation of Earnings Per Share
(b) Reports on Form 8-K - None
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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: May 14, 1997
13 of 13
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HYDRON TECHNOLOGIES, INC. AND SUBSIDIARIES
Exhibit (11) - Statement Re: Computation of Earnings Per Share
Three Months Three Months
Ended Ended
March 31, March 31,
1997 1996
-------------------- --------------------
PRIMARY
Average shares outstanding 24,035,643 22,639,816
Net effect of dilutive stock
options - based on the
treasury stock method using
average market price 125,730 83,313
-------------------- --------------------
Totals 24,161,373 22,723,129
==================== ====================
Net income $ 89,686 $ 815,672
==================== ====================
Per share amount $ 0.00 $ 0.04
==================== ====================
FULLY DILUTED
Average shares outstanding 24,035,643 22,639,816
Net effect of dilutive stock
options - based on the
treasury stock method using
year-end market price 125,730 413,326
-------------------- --------------------
Totals 24,161,373 23,053,142
==================== ====================
Net income $ 89,686 $ 815,672
==================== ====================
Per share amount $ 0.00 $ 0.04
==================== ====================
EXHIBIT 11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 4,471,835
<SECURITIES> 0
<RECEIVABLES> 1,364,445
<ALLOWANCES> 0
<INVENTORY> 2,485,630
<CURRENT-ASSETS> 9,199,871
<PP&E> 1,024,112
<DEPRECIATION> 278,571
<TOTAL-ASSETS> 12,565,673
<CURRENT-LIABILITIES> 1,013,166
<BONDS> 0
0
0
<COMMON> 247,768
<OTHER-SE> 19,817,512
<TOTAL-LIABILITY-AND-EQUITY> 12,565,673
<SALES> 2,408,204
<TOTAL-REVENUES> 2,527,401
<CGS> 997,719
<TOTAL-COSTS> 997,719
<OTHER-EXPENSES> 1,437,996
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 91,686
<INCOME-TAX> 2,000
<INCOME-CONTINUING> 89,686
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 89,686
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
