H E R C PRODUCTS INC
10QSB, 2000-11-13
SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(X)  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934:

     FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from __________ to __________.


                         Commission File Number 1-13012


                         H.E.R.C. PRODUCTS INCORPORATED
           (Name of small business issuer as specified in its charter)

       Delaware                                                86-0570800
(State of Incorporation)                                      (IRS Employer
                                                          Identification Number)

                          2215 W Melinda Lane, Suite A
                             Phoenix, Arizona 85027
                    (Address of principal executive offices)

                                 (623) 492-0336
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                                               Outstanding at
                     Class                    October 30, 2000
                     -----                    ----------------
          Common Stock, $.01 par value            11,702,728

Transitional Small Business Disclosure Format: YES [ ] NO [X]

================================================================================
<PAGE>
                 H.E.R.C. PRODUCTS INCORPORATED AND SUBSIDIARIES


Index To Consolidated Financial Statements

PART I. FINANCIAL INFORMATION                                           Page No.

     Consolidated Financial Statements:
     Consolidated Balance Sheets
       September 30, 2000 and December 31, 1999                             3
     Consolidated Statements of Operations
       Three and Nine Months Ended September 30, 2000 and 1999              4
     Consolidated Statements of Cash Flows
       Nine Months Ended September 30, 2000 and 1999                        5

     Notes to Consolidated Financial Statements                             6

     Management's Discussion and Analysis of Financial
       Condition and Results of Operations                                 10

PART II. OTHER INFORMATION

     Item 2 - Changes in Securities                                        12

     Item 6 - Exhibits and Reports on Form 8-K                             12

                                        2
<PAGE>
                 H.E.R.C. PRODUCTS INCORPORATED AND SUBSIDIARIES

                           Consolidated Balance Sheets


                                                   September 30,   December 31,
                                                       2000            1999
                                                   ------------    ------------
                                     ASSETS        (Unaudited)
CURRENT ASSETS
  Cash and cash equivalents                        $    228,498    $     65,722
  Trade accounts receivable, net of
    allowance for doubtful accounts
    of $23,693 and $44,620, respectively                750,784         873,045
  Inventories                                            40,287          45,990
  Deferred expenses                                      75,919         118,443
  Other receivables                                       3,465           8,611
  Prepaid expenses                                      116,328         120,380
                                                   ------------    ------------
      Total Current Assets                            1,215,281       1,232,191
                                                   ------------    ------------
PROPERTY AND EQUIPMENT
  Property and equipment                              1,207,174       1,107,000
  Less accumulated depreciation                         673,572         508,773
                                                   ------------    ------------
      Net Property and Equipment                        533,602         598,227
                                                   ------------    ------------
OTHER ASSETS
  Patents, net of accumulated amortization of
    $73,896 and $109,465, respectively                  106,717         108,017
  Patents pending                                        96,879          89,104
  Refundable deposits and other assets                   25,353          62,579
                                                   ------------    ------------
      Total Other Assets                                228,949         259,700
                                                   ------------    ------------
                                                   $  1,977,832    $  2,090,118
                                                   ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                 $    118,723    $    263,462
  Accrued wages                                          59,138          77,503
  Current portion of notes payable                       37,099          30,592
  Customer Deposits                                      63,844              --
  Other accrued expenses                                153,688         267,601
                                                   ------------    ------------
      Total Current Liabilities                         432,492         639,158

LONG-TERM LIABILITIES
  Notes payable, net of current portion                   1,386           6,134
                                                   ------------    ------------
      Total Liabilities                                 433,878         645,292
                                                   ------------    ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock, $10.00 stated value;
    authorized 1,000,000 shares; issued
    and outstanding zero shares                              --              --
  Common Stock, $0.01 par value;
    authorized 40,000,000 shares;
    issued and outstanding 11,686,033
    and 11,652,853 shares, respectively                 116,860         116,529
  Additional paid-in capital                         13,984,252      13,972,584
  Accumulated deficit                               (12,557,158)    (12,644,287)
                                                   ------------    ------------
         Total Stockholders' Equity                   1,543,954       1,444,826
                                                   ------------    ------------
                                                   $  1,977,832    $  2,090,118
                                                   ============    ============

              The accompanying notes are an integral part of these
                          consolidated balance sheets.

                                        3
<PAGE>
                       H.E.R.C. PRODUCTS INCORPORATED AND SUBSIDIARIES

                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Three Months Ended September 30,  Nine Months Ended September 30,
                                                             2000            1999             2000            1999
                                                         ------------    ------------     ------------    ------------
<S>                                                      <C>             <C>              <C>             <C>
SALES                                                    $  1,096,704    $    683,348     $  3,715,341    $  2,298,101
COST OF SALES                                                 605,281         288,432        1,922,886         996,108
                                                         ------------    ------------     ------------    ------------
GROSS PROFIT                                                  491,423         394,916        1,792,455       1,301,993
SELLING EXPENSES                                               95,216          97,519          324,207         296,286
GENERAL AND ADMINISTRATIVE EXPENSES                           467,564         340,827        1,381,979       1,136,250
                                                         ------------    ------------     ------------    ------------
OPERATING PROFIT (LOSS)                                       (71,357)        (43,430)          86,269        (130,543)
                                                         ------------    ------------     ------------    ------------
OTHER INCOME (EXPENSE)
  Interest expense                                             (1,708)         (4,245)         (14,304)        (13,517)
  Gain on sale of equipment                                        --          96,028               --          96,028
  Miscellaneous                                                 4,854           6,128           15,164          20,624
                                                         ------------    ------------     ------------    ------------
       Total other income (expense)                             3,146          97,911              860         103,135
                                                         ------------    ------------     ------------    ------------
INCOME (LOSS) FROM CONTINUING OPERATIONS                      (68,211)         54,481           87,129         (27,408)
DISCONTINUED OPERATIONS:
  Income from disposal of discontinued segments                    --              --               --          46,282
                                                         ------------    ------------     ------------    ------------
INCOME (LOSS) BEFORE INCOME TAXES                             (68,211)         54,481           87,129          18,874
  Income tax provision                                             --              --               --              --
                                                         ------------    ------------     ------------    ------------
NET INCOME (LOSS)                                             (68,211)         54,481           87,129          18,874
                                                         ============    ============     ============    ============

NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED

NET INCOME (LOSS) PER COMMON SHARE                       $      (0.01)   $         --     $       0.01    $         --
                                                         ============    ============     ============    ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
BASIC                                                      11,686,033      11,641,089       11,676,172      11,577,266
                                                         ============    ============     ============    ============
DILUTED                                                    11,686,033      11,664,800       11,824,632      11,577,266
                                                         ============    ============     ============    ============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        4
<PAGE>
                 H.E.R.C. PRODUCTS INCORPORATED AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Nine Months Ended
                                                                      September 30
                                                                  ----------------------
                                                                    2000         1999
                                                                  ---------    ---------
<S>                                                               <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                               $  87,129    $  18,874
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities
     Depreciation and amortization                                  184,501      161,294
     Gain on sale of equipment                                           --      (96,028)
     Common stock issued for services                                11,999       36,500
     (Increase) decrease in assets
        Trade accounts receivable, net                              122,261      415,919
        Inventories                                                   5,703      (12,093)
        Deferred expenses                                            42,524        1,250
        Other receivables                                             5,146      (15,689)
        Prepaid expenses                                             (2,548)    (107,179)
        Refundable deposits and other assets                         37,226       22,858
     Increase (decrease) in liabilities
        Accounts payable                                           (144,739)     (50,729)
        Accrued wages and other accrued expenses                   (132,278)      (2,224)
        Customer Deposits                                            63,844      (42,447)
        Change in net liabilities of discontinued operations             --       (8,427)
                                                                  ---------    ---------
            Net cash provided by operating activities               280,768      321,879
                                                                  ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                             (100,174)    (106,506)
  Cash received from the sale of equipment                               --      106,000
  Expenditures related to patents and patents pending               (19,578)     (43,171)
                                                                  ---------    ---------
            Net cash used in investing activities                  (119,752)     (43,677)
                                                                  ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of notes payable and long-term debt        151,870      155,996
  Principal payments under notes payable                           (150,110)    (176,742)
                                                                  ---------    ---------
            Net cash provided by (used in) financing activities       1,760      (20,746)
                                                                  ---------    ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS                           162,776      257,456
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                     65,722      242,867
                                                                  ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $ 228,498    $ 500,323
                                                                  =========    =========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        5
<PAGE>
                 H.E.R.C. PRODUCTS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The unaudited consolidated financial statements are presented in accordance with
the  requirements  of Form  10-QSB and  consequently  do not  include all of the
disclosures  normally  made in an annual Form 10-KSB  filing.  Accordingly,  the
consolidated  financial statements of H.E.R.C.  Products  Incorporated  ("HERC")
included  herein  should  be  reviewed  in  conjunction  with  the  consolidated
financial statements and the accompanying  footnotes included within HERC's Form
10-KSB for the year ended December 31, 1999.

The  consolidated  financial  statements  have been prepared in accordance  with
HERC's customary  accounting practices and have not been audited. In the opinion
of management,  the consolidated  financial  statements  reflect all adjustments
necessary to fairly report HERC's  financial  position and results of operations
for the interim period. All such adjustments are normal and recurring in nature.
The interim consolidated results of operations are not necessarily indicative of
results to be expected for the year ending December 31, 2000.

NOTE 2 - REVENUE RECOGNITION

HERC  recognizes   revenue  when  products  are  shipped.   HERC  also  performs
pipe-cleaning services,  which are recorded when the work is complete.  Included
in sales are certain reimbursable costs from HERC's customers.

NOTE 3 - LONG TERM DEBT AND OTHER FINANCING ARRANGEMENTS

HERC has a factoring facility whereby the factor purchases eligible  receivables
and advances 80% of the purchased amount to HERC. Purchased  receivables may not
exceed $600,000 at any one time. Either party may cancel the arrangement with 30
days notice.  At September 30, 2000,  there were no factored  receivables.  This
arrangement  is accounted for as a sale of  receivables  on which the factor has
recourse to the 20% residual of aggregate receivables purchased and outstanding.
Interest  payable by HERC to the factor is  calculated  as a fixed  discount fee
equal to 1% of the amount of the  receivable  factored plus a variable  discount
fee computed on the amount  advanced to HERC and accruing on the basis of actual
days elapsed from the date of the 80% advance  until 5 days after  collection of
such account  receivable  by the factor at a per annum rate equal to an internal
rate set by the factor.

NOTE 4 - SEGMENT INFORMATION

Information by segment for the three months ended September 30, 1999:

<TABLE>
<CAPTION>
                                              Pipe      Industrial
                                            Cleaning    Chemicals    Corporate    Consolidated
                                           ----------   ----------   ----------    ----------
<S>                                        <C>          <C>          <C>           <C>
Sales to unaffiliated customers            $  645,765   $   37,583   $       --    $  683,348
Income (loss) from continuing operations      270,692        6,925     (223,136)       54,481
Total assets                                  907,699       75,914      800,391     1,784,004
Depreciation and amortization                  40,706        1,500       10,263        52,469
Capital expenditures                           45,359           --           --        45,359
</TABLE>

                                        6
<PAGE>
                 H.E.R.C. PRODUCTS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Information by segment for the three months ended September 30, 2000:

<TABLE>
<CAPTION>
                                              Pipe      Industrial
                                            Cleaning    Chemicals    Corporate    Consolidated
                                           ----------   ----------   ----------    ----------
<S>                                        <C>          <C>          <C>           <C>
Sales to unaffiliated customers            $1,012,449   $   84,255   $       --    $1,096,704
Income (loss) from continuing operations      190,815       21,205     (280,231)      (68,211)
Total assets                                1,443,799      108,322      425,711     1,977,832
Depreciation and amortization                  45,692        1,877       13,203        60,772
Capital expenditures                           21,442           --        2,655        24,097

Information by segment for the nine months ended September 30, 1999:

                                              Pipe      Industrial
                                            Cleaning    Chemicals    Corporate    Consolidated
                                           ----------   ----------   ----------    ----------
Sales to unaffiliated customers            $2,082,235   $  215,866   $       --    $2,298,101
Income (loss) from continuing operations      681,792       76,133     (785,333)      (27,408)
Total assets                                  907,699       75,914      800,391     1,784,004
Depreciation and amortization                 113,734        4,499       43,061       161,294
Capital expenditures                          103,331           --        3,175       106,506

Information by segment for the nine months ended September 30, 2000:

                                              Pipe      Industrial
                                            Cleaning    Chemicals    Corporate    Consolidated
                                           ----------   ----------   ----------    ----------
Sales to unaffiliated customers            $3,347,861   $  367,480   $       --    $ 3,715,341
Income (loss) from continuing operations      801,562      146,139     (860,572)        87,129
Total assets                                1,443,799      108,322      425,711      1,977,832
Depreciation and amortization                 133,318        5,633       45,550        184,501
Capital expenditures                           78,021       13,757        8,396        100,174
</TABLE>

NOTE 5 - EARNINGS PER SHARE

A reconciliation of the numerators and denominators  (weighted average number of
shares   outstanding)  of  the  basic  and  diluted  earnings  per  share  (EPS)
computation  for the three and nine months ended  September 30, 1999 and 2000 is
as follows:

                                          Three Months Ended
                                          September 30, 1999
                                       ------------------------
                                      Net Income       Shares      Per Share
                                      (Numerator)   (Denominator)    Amount
                                       ----------    ----------    ----------
Basic EPS                              $   54,481    11,641,089    $       --
                                                                   ==========
Effect of stock options and warrants           --        23,711
                                       ----------    ----------
Diluted EPS                            $   54,481    11,664,800    $       --
                                       ==========    ==========    ==========

                                        7
<PAGE>
                 H.E.R.C. PRODUCTS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                                          Three Months Ended
                                          September 30, 2000
                                       ------------------------
                                        Net Loss       Shares      Per Share
                                       (Numerator)  (Denominator)    Amount
                                       ----------    ----------    ----------
Basic EPS                              $  (68,211)   11,686,033    $    (0.01)
                                                                   ==========
Effect of stock options and warrants           --            --
                                       ----------    ----------
Diluted EPS                            $  (68,211)   11,686,033    $    (0.01)
                                       ==========    ==========    ==========

                                          Nine Months Ended
                                          September 30, 1999
                                       ------------------------
                                       Net Income      Shares      Per Share
                                       (Numerator)  (Denominator)    Amount
                                       ----------    ----------    ----------
Basic EPS                              $   18,874    11,577,266    $       --
                                                                   ==========
Effect of stock options and warrants           --            --
                                       ----------    ----------
Diluted EPS                            $   18,874    11,577,266    $       --
                                       ==========    ==========    ==========

                                          Nine Months Ended
                                          September 30, 2000
                                       ------------------------
                                       Net Income      Shares      Per Share
                                       (Numerator)  (Denominator)    Amount
                                       ----------    ----------    ----------
Basic EPS                              $   87,129    11,676,172    $     0.01
                                                                   ==========
Effect of stock options and warrants           --       148,460
                                       ----------    ----------
Diluted EPS                            $   87,129    11,824,632    $     0.01
                                       ==========    ==========    ==========

NOTE 6 - COMMITMENTS AND CONTINGENCIES

LITIGATION

On or about  January  14,  1999 in the  Supreme  Court of the State of New York,
County of Suffolk,  the Suffolk County Water  Authority and R & L Well Drilling,
LLC filed as a  third-party  plaintiff a civil claim  against  HERC in an action
filed on April 8, 1998 by five  individual  residents of  Ronkonkoma,  New York,
alleging negligence resulting in personal injury and seeking monetary damages of
$11  million.  HERC,  acting  through  its  insurance  carrier  pursuant  to the
submitted  claim  under  its  comprehensive   general   liability  policy,   has
substantially  denied  liability for the original claim.  The insurance  carrier
advises  that the five  claims  involved  in the  action  have been  tentatively
settled,  pending judicial approval,  for a total of $30,000. The HERC liability
insurance carrier will pay one half of the settlement amount while the liability
insurance carrier for the Suffolk County Water Authority and R & L Well Drilling
will pay the other half.

                                        8
<PAGE>
                 H.E.R.C. PRODUCTS INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 7 - RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133 (as amended by SFAS No. 138),  "ACCOUNTING  FOR DERIVATIVE  INSTRUMENTS  AND
HEDGING  ACTIVITIES," which requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial  position and measure
those  instruments at fair value.  The issuance of SFAS No. 137,  ACCOUNTING FOR
DERIVATIVE  INSTRUMENTS AND HEDGING  ACTIVITIES - DEFERRAL OF THE EFFECTIVE DATE
OF FASB STATEMENT NO. 133," delayed the required  effective date of SFAS No. 133
to all fiscal years  beginning after June 15, 2000. The Company will be required
to adopt SFAS No.  133,  as  amended,  on January 1, 2001.  Management  does not
believe  that the  adoption of SFAS No.  133,  as amended,  will have a material
impact on its results of operations or financial position.

On December 3, 1999, the Securities  and Exchange  Commission  staff (the Staff)
issued Staff Accounting  Bulletin (SAB) 101,  "Revenue  Recognition in Financial
Statements." Subsequent to its issuance, the Staff elected to defer the required
implementation  date.  The Company  will be required to adopt SAB 101 during the
fourth quarter of 2000, effective January 1, 2000.  Management believes that the
adoption of SAB 101 will not have a material  impact on the Company's  financial
position or results of operations.

                                        9
<PAGE>
                 H.E.R.C. PRODUCTS INCORPORATED AND SUBSIDIARIES

                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

When used in this Form 10-QSB and in future  filings by HERC with the Securities
and Exchange Commission ("SEC"), in HERC's press releases and in oral statements
made with the approval of an authorized  executive officer of HERC, the words or
phrases  "are  expected",  "HERC  anticipates",   "will  continue",   "believe",
"project",   "estimated",  "will  enhance"  or  similar  expressions  (including
confirmations by an authorized executive officer of HERC of any such expressions
made  by  a  third  party  with  respect  to  HERC)  are  intended  to  identify
"forward-looking  statements"  within the meaning of that term in Section 27A of
the  Securities  Act of 1933,  as amended  ("the  Act"),  and Section 21E of the
Securities  Exchange Act of 1934 as amended.  Readers are cautioned not to place
undue reliance on any such forward-looking  statements, each of which speak only
as of  the  date  made.  Such  statements  are  subject  to  certain  risks  and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical  earnings and those  currently  anticipated or projected.  Such risks
include,  but  are  not  limited  to,  adequate  cash  flow  and  financing  for
implementation  of its business plan,  continued  growth in its various customer
segments,  effective  marketing  of its  products  directly  by HERC and through
marketing  partners  and the other risks  detailed in the HERC Form 10-KSB filed
with the SEC.  HERC has no  obligation  to  publicly  release  the result of any
revisions  that may be made to any  forward-looking  statements  to reflect  any
anticipated events or circumstances occurring after the date of such statements.

This  discussion  and analysis of financial  condition and results of operations
should  be  read  in  conjunction  with  the  unaudited  consolidated  financial
statements and the related disclosures included elsewhere herein.

RESULTS OF OPERATIONS

THREE MONTHS ENDED  SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1999

Sales of  $1,097,000  in the third  quarter  were  $413,000  ahead of 1999 third
quarter  sales of $683,000  because of  increased  revenue  generated  from pipe
cleaning services and industrial chemical sales. Sales of pipe cleaning services
were  $1,013,000  compared to $646,000 in the third quarter of 1999. Of the pipe
cleaning  work,  $804,000  (73% of total  revenue) was  performed  pursuant to a
contract with the United States Navy compared to $454,000 (66% of total revenue)
in 1999. Industrial chemical sales increased to $84,000 for the third quarter of
2000 compared to $38,000 in 1999.

Consolidated gross margins were 45% and 58% in 2000 and 1999, respectively.  The
reduction in gross margin percentage in 2000 was caused by cleaning pipe systems
on different  classes of ships,  cost  overruns on an  industrial  pipe cleaning
project and performing  pipe cleaning  services on ships located  outside of the
state of Virginia which resulted in certain reimbursable costs to HERC which are
included in revenue  and cost of goods  sold.  HERC  expects  that gross  margin
percentages will continue to fluctuate as changes in revenue mix occur.

Gross  profit  increased  from  $395,000  in 1999  to  $491,000  in 2000  due to
increased  revenue.  General and  administrative  expenses increased by $127,000
primarily because of increases in personnel,  employee benefits, salaries, fees,
and other general  expenses.  Selling  expenses were flat from one period to the
next.

HERC's  operating  loss  increased to $71,000 in 2000 from $43,000 in 1999.  Net
loss was $68,000 for the third quarter of 2000 compared to net income of $54,000
for the same period in 1999.  The net income in 1999 included a gain on the sale
of equipment of $96,000.

                                       10
<PAGE>
                 H.E.R.C. PRODUCTS INCORPORATED AND SUBSIDIARIES
                Management's Discussion and Analysis of Financial
                 Condition and Results of Operations (Continued)

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999

Sales of $3,715,000 for the nine months ended September 30, 2000 were $1,417,000
ahead  of sales of  $2,298,000  for the  comparable  nine-month  period  in 1999
because of  increases  in revenue  generated  from pipe  cleaning  services  and
industrial  chemical  sales.  Sales of pipe cleaning  services  were  $3,348,000
compared to $2,082,000 for the nine months ended September 30, 1999. Of the pipe
cleaning work,  $2,846,000  (77% of total  revenue) was performed  pursuant to a
contract  with the United  States  Navy  compared  to  $1,540,000  (67% of total
revenue) in 1999.  Industrial  chemical sales increased to $367,000 for the nine
months  ended  September  30, 2000  compared to $216,000  for the same period in
1999.

Consolidated gross margins were 48% and 57% in 2000 and 1999, respectively.  The
reduction in gross margin percentage in 2000 was caused by cleaning pipe systems
on different classes of ships, cost overruns on certain industrial pipe cleaning
projects and performing  pipe cleaning  services on ships located outside of the
state of Virginia which resulted in certain reimbursable costs to HERC which are
included in revenue  and cost of goods  sold.  HERC  expects  that gross  margin
percentages will continue to fluctuate as changes in revenue mix occur.

Gross profit  increased  from  $1,302,000  in 1999 to  $1,792,000 in 2000 due to
increased  revenue.  General and  administrative  expenses increased by $246,000
mainly because of increases in payroll and staffing in key  management  areas in
addition  to other  general  expenses.  Selling  expenses  increased  by $28,000
primarily because of increased commissions generated by higher revenue.

HERC realized an operating profit of $86,000 for the nine months ended September
30, 2000 compared to an operating loss of $131,000 for the comparable  period in
1999.  Net Income was  $87,000  for the nine  months  ended  September  30, 2000
compared to net income of $19,000 for the same period in 1999. The net income of
$19,000 in 1999 included  income from  discontinued  operations of $46,000 and a
gain on the sale of equipment of $96,000.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  were  $228,000 at September  30, 2000 and $66,000 at
December 31, 1999. Working capital was $783,000 and $593,000 at those respective
dates.  The  increase  in cash  during  2000 is a function  of cash  provided by
operating activities offset by cash used in investing activities.

As of September 30, 2000, HERC had no factored  receivables  under its factoring
facility.

HERC  currently has a contract with one customer  responsible  for a majority of
HERC's  revenues  and HERC  expects  the high  concentration  level to  continue
throughout 2000 and beyond. Thus, any material delay,  cancellation or reduction
of orders  from this  customer  could have a material  adverse  effect on HERC's
operations  and  financial  position.  Sales to the  U.S.  Navy  under  the Navy
contract accounted for 77% and 67% of consolidated  revenues for the nine months
ended September 30, 2000 and 1999, respectively.

Management has no plans to sell additional securities to raise cash and can make
no guarantee that it could sell additional  securities.  However, any such sale,
if  necessary,  would  substantially  dilute  the  interest  of HERC's  existing
stockholders.

                                       11
<PAGE>
                           PART II: OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES

RECENT SALES OF UNREGISTERED SECURITIES

During the third  quarter of 2000 HERC issued  9,846  shares of common  stock as
compensation  to its outside Board of Directors.  These shares were issued under
an exemption from registration pursuant to section 4(2) of the securities act of
1933.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

REPORTS ON FORM 8-K: NONE

EXHIBITS

Regulation S-B
Exhibit No.         Exhibit
--------------      -------
  (27)              Financial Data Schedule

                                       12
<PAGE>

                                   Signatures

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                        H.E.R.C. PRODUCTS INCORPORATED
                                        ----------------------------------------
                                        (Registrant)

Date:
November 10, 2000                       By: /s/ S. Steven Carl
                                            ------------------------------------
                                            S. Steven Carl
                                            Chief Executive Officer


                                        By: /s/ Michael H. Harader
                                            ------------------------------------
                                            Michael H. Harader
                                            Chief Financial Officer (Principal
                                            Financial and Accounting Officer)


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