UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|X| Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 For the Quarterly Period Ended: September 30, 2003
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)
2201 West Sample Road, Building 9,
Suite 7B
Pompano Beach, FL 33073 (954) 861-6400
---------------------------------------- --------------
(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 reports), 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 October 31, 2003: 8,820,136
TABLE OF CONTENTS PAGE
Part I. Financial Information
------------------------------
Item 1. Financial Statements (Unaudited)
Condensed Balance Sheets -- September 30, 2003 and December 31, 2002 3
Condensed Statement of Operations -- Three months ended
September 30, 2003 and 2002 4
Condensed Statements of Cash Flow -- Nine months ended
September 30, 2003 and 2002 5
Notes to Condensed Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 15
Item 4. Control and Procedures 16
Part II. Other Information
--------------------------
Exhibits and Reports on Form 8-K 17
Signatures 18
Exhibit Index 19
Certification of Chief Officers Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 and Item 307 of
Regulation S-K
Certification Pursuant to 18 U.S.C, Section 1350, as
Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
2
Hydron Technologies, Incorporated
Condensed Balance Sheets
September 30, December 31
2003 2002
(Unaudited) (Note)
------------- ------------
ASSETS
Current Assets
Cash and cash equivalents $ 226,097 $ 291,136
Trade accounts receivable 38,310 40,000
Inventories 653,958 742,529
Prepaid expenses and other current assets 34,792 40,007
------------ ------------
Total current assets 953,157 1,113,672
Property and equipment, less accumulated
depreciation of $559,569 and $552,459 at
2003 and 2002, respectively 15,819 9,448
Deposits 19,588 20,816
Deferred product costs, less accumulated
amortization of $5,459,462 and $5,317,262 at
2003 and 2002, respectively 218,920 324,613
------------ ------------
Total Assets $ 1,207,484 $ 1,468,549
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 88,379 $ 133,983
Loans payable 205,702 --
Deferred revenues 155,293 96,390
Accrued liabilities 399,462 350,570
------------ ------------
Total current liabilities 848,836 580,943
Commitments and contingencies -- --
Shareholders' equity
Preferred stock - $.01 par value
5,000,000 shares authorized; no shares
issued or outstanding -- --
Common stock - $.01 par value
30,000,000 shares authorized; 7,110,336
shares issued; and 7,050,136 shares
outstanding at 2003 and 2002, respectively 71,103 71,103
Additional paid-in capital 19,890,587 19,890,587
Accumulated deficit (19,163,884) (18,634,926)
Treasury stock, at cost; 60,200 shares (439,158) (439,158)
------------ ------------
Total Shareholders' equity 358,648 887,606
------------ ------------
Total liabilities and shareholders equity $ 1,207,484 $ 1,468,549
============ ============
Note: The balance sheet at December 31, 2002 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 financial statements.
3
HYDRON TECHNOLOGIES, INC.
Condensed Statement of Operations
(Unaudited)
Three months ended September 30, Nine months ended September 30,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net Sales $ 295,423 $ 305,281 $ 860,641 $ 1,187,686
Cost of sales 77,372 58,900 224,606 325,135
----------- ----------- ----------- -----------
Gross profits 218,051 246,381 636,035 862,551
Expenses
Royalty expense -- 15,015 -- 59,410
Research and development 26,940 15,990 71,886 48,980
Selling, general & administration 304,320 344,552 943,816 1,126,486
Depreciation & amortization 49,770 75,000 149,310 225,000
----------- ----------- ----------- -----------
Total expenses 381,030 450,557 1,165,012 1,459,876
----------- ----------- ----------- -----------
Operating loss (162,979) (204,176) (528,977) (597,325)
Interest income - net of interest expense (593) 127 18 778
----------- ----------- ----------- -----------
Loss before income taxes (163,572) (204,049) (528,959) (596,547)
Income taxes expense -- -- -- --
----------- ----------- ----------- -----------
Net loss $ (163,572) $ (204,049) $ (528,959) $ (596,547)
=========== =========== =========== ===========
Basic and diluted loss per share
Net loss per common share $ (0.02) $ (0.04) $ (0.08) $ (0.12)
=========== =========== =========== ===========
Weighted average shares
outstanding (basic and dilutive) 7,050,136 5,148,234 7,050,136 5,033,469
=========== =========== =========== ===========
See notes to condensed financial statements.
4
HYDRON TECHNOLOGIES, INC.
Condensed Statements of Cash Flow
(Unaudited)
Nine months ended September 30,
2003 2002
--------- ---------
Operating Activities
Net Loss $(528,959) $(596,547)
Adjustments to reconcile net loss to
net cash used by operating activities
Depreciation and amortization 149,310 225,000
Change in operating assets and liabilities
Trade accounts receivables 1,690 33,564
Inventories 88,571 190,124
Prepaid expenses and other current assets 5,215 1,243
Deposits 1,228 (187)
Accounts payable (45,604) 75,725
Loans payable -- --
Deferred revenues 58,903 (63,895)
Accrued liabilities 48,892 15,614
--------- ---------
Net cash used in operating activities (220,754) (119,359)
Investing activities
Capital Expenditures, net (13,480) --
Deferred product costs (36,507) (15,713)
--------- ---------
Net cash used in investing activities (49,987) (15,713)
Financing activities
Net cash provided from new loans payable 205,702 --
--------- ---------
Net decrease in cash and cash equivalents (65,039) (135,072)
Cash and cash equivalents at beginning of period 291,136 167,067
--------- ---------
Cash and cash equivalents at end of period $ 226,097 $ 31,995
========= =========
Noncash investing and financing activities
Market value of stock issued for license agreement $ -- $ 55,250
See notes to condensed financial statements.
5
Hydron Technologies, Inc.
Notes to Condensed Financial Statements
(unaudited)
Note A - Basis of Presentation
The accompanying unaudited 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 of Hydron Technologies, Inc. (the
"Company"), all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended September 30, 2003 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2003. For further information, refer to the financial statements and footnotes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2002.
Note B - Inventories
Inventories consist of the following:
September 30, December 31,
2003 2002
------------ ------------
Finished Goods $ 116,982 $ 208,748
Raw materials and components 536,976 533,781
---------- ----------
$ 653,958 $ 742,529
========== ==========
Note C - Distribution
The majority of the Company's products are currently sold in the United
States through Hydron(TM) direct marketing channels (proprietary Catalog and the
World Wide Web site). The Company also sells its products to private label
customers, television retailers and, to a lesser extent, internationally through
salons and doctors offices.
Note D - Earnings Per Share
Options and warrants to purchase 2,246,500 shares of common stock were
outstanding at September 30, 2003, but were not included in the computation of
diluted earnings per share because the effect would be anti-dilutive.
The Board of Directors has approved the issuance of an additional
743,500 options; subject to the approval of a stock option plan amendment at the
next shareholders' meeting. These options have not been reflected in September
30, 2003 calculations since there are insufficient options available without the
shareholders actions.
6
Hydron Technologies, Inc.
Notes to Condensed Financial Statements
(unaudited)
Note D - Earnings Per Share (continued)
There were no options granted during the nine months ended September
30, 2003 and the pro forma information regarding net income and earnings per
share required by FASB Statement No. 123 is unchanged from that reflected in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002.
Note E - Note Payable
On August 4, 2003, the Company reached an agreement with the Chairman
of the Board of Directors and another Board Member to provide $200,000 of
interim loans for Company operations until the Company can arrange for financing
the development of its tissue oxygenation technology. The non-interest bearing
bridge loan is an unsecured debt obligation convertible into shares of common
stock of the Company together with a right to purchase 250,000 shares of Common
Stock (Warrants). The loans mature when financing is obtained or in six months
which ever occurs first. The exercise price of the Warrants shall be $0.50, the
price of the new offering.
Note F - Subsequent Events
The Company has completed an initial escrow closing on a Private
Placement offering. Through November 10, 2003, the Company has sold 2,170,000
shares of Common Stock and 2,170,000 Warrants to purchase an equal number of
shares during the next five years at an exercise price of $1.00 per share, for
$1,085,000 ($0.50 a Unit). After these shares are issued, the Company will have
9,220,136 shares of Common Stock outstanding and 4,416,500 Warrants and Options
outstanding. The bridge loans in Note E were paid in full.
Note G - Going Concern
The accompanying condensed financial statements were prepared assuming
that the Company will continue as a going concern. This basis of accounting
contemplates the recovery of the Company's assets and the satisfaction of its
liabilities in the normal course of operations. The Company's ultimate ability
to attain profitable operations is dependent upon obtaining additional financing
or to achieve a level of sales adequate to support its cost structure.
Accordingly, there are no assurances that the Company will be
successful in achieving the above plans, or that such plans, if consummated,
will enable the Company to obtain profitable operations or continue as a going
concern.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Application of Critical Accounting Policies and Estimates
---------------------------------------------------------
The preparation of financial statements requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, sales and
expenses, and related disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, including those related to bad debts,
inventories, investments, intangible assets, income taxes, restructuring, or
contingencies and litigation. We base our estimates on historical experience and
on various other assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
We believe the following critical accounting policies are significant
in preparation of our financial statements.
Revenue Recognition
Hydron(TM) records product sales when persuasive evidence of an
arrangement exists, shipment has occurred, the price to the buyer is fixed or
determinable and collectibility is reasonably assured. A provision is made at
the time sales are recognized for the estimated cost of product warranties.
Allowance for Doubtful Accounts
A majority of Hydron(TM) products (70% - 90%) are sold on a COD basis.
Product sold on account is limited. Hydron(TM) generally computes an allowance
for doubtful accounts by specifically reserving for customers known to be in
financial difficulty. Therefore, if the financial condition of our customers
were to deteriorate, we may have to increase our allowance for doubtful
accounts. This would reduce our earnings and our cash flows.
Inventory Valuation
Hydron(TM) initially values inventory at actual cost to purchase and/or
manufacture inventory. We periodically review these values to ascertain that the
inventory continues to maintain a market value that is in excess of its recorded
cost. Generally, reductions in value of inventory below cost are caused by our
maintenance of stocks of products in excess of demand. We regularly review
inventory quantities on hand and, where necessary, record provisions for excess
and obsolete inventory based on either our estimated forecast of product demand
and production requirement or historical trailing usage of the product. If our
sales do not materialize as planned or at historic levels, we may have to
increase our reserve for excess and obsolete inventory. This would reduce our
earnings and cash flows.
Long-Lived Assets
Hydron(TM) reviews long-lived assets and certain identifiable
intangibles held and used for possible impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. In evaluating the fair value and future benefits of its intangible
assets, management performs an analysis of the anticipated undiscounted future
net cash flows of the individual assets over the remaining amortization period.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Application of Critical Accounting Policies and Estimates (continued)
---------------------------------------------------------
Hydron(TM) recognizes an impairment loss if the carrying value of the asset
exceeds the expected future cash flows. As of September 30, 2003 there was no
deemed impairment of long-lived assets.
Property and Equipment
Property and equipment, consisting primarily of furniture and
equipment, is carried at cost. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets, ranging from four to six
years.
Stock-based Compensation
The disclosure provision of Statement No. 148 has been adopted by the
Company.
Business
--------
Hydron Technologies, Inc. markets a broad range of consumer and oral
health care products using a moisture-attracting ingredient (the "Hydron(R)
polymer"), and owns a non-prescription drug delivery system for topically
applied pharmaceuticals, which uses such polymer. The Company holds U.S. and
international patents on, what Management believes is, the only known
cosmetically acceptable method to suspend the Hydron polymer in a stable
emulsion for use in personal care/cosmetic products. The Company is developing
other personal care/cosmetic products for consumers using its patented
technology and would, when appropriate, either seek licensing arrangements with
third parties, or develop and market proprietary products through its own
efforts. Management believes that because of their unique properties, products
that utilize the Hydron polymer have the potential for wide acceptance in
consumer and professional health care markets.
The Company has been engaged in the development of various consumer
products using Hydron(TM) polymers since 1986. The Company's products are
designed to address concerns about aging, and include Hydron(TM) skincare, hair
care, bath and body and sun care. The Company currently has thirty-six
individual products available in the following product lines: skin care (21
products), hair care (6 products), bath and body (7 products) and sun care (2
products). These products are also packaged into collections and sold at a more
favorable value than the individual products sold separately. All of the
products are available through the Hydron(TM) Catalog and Web site
www.hydron.com ("Catalog").
Management believes that the Company's product lines are unique and
offer the following competitive benefits: the moisturizers self-adjust to match
the skin's optimal pH balance soon after they are applied to the skin; they
become water-insoluble on the skin's surface, and unlike all other water-based
cremes and lotions, are not removed by the skin's perspiration or plain water;
they are oxygen-permeable, allowing the skin to breathe; they do not emulsify
the skin's natural moisturizing agents, as do conventional cremes and lotions;
and they attract and hold water, creating a cushion of moisture on the skin's
surface that promotes penetration of other beneficial product ingredients, all
while leaving no greasy after-feel.
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Business (continued)
--------
The Company's products are dermatologist tested and approved for all
skin types. Products for use around the eye area are also ophthalmologist tested
and safe for contact lens wearers. Most of the Company's moisturizing products
are based on the Company's patented emulsion system, which permits the product
ingredients to deliver their intended benefits over an extended period of time
and in a more efficient manner.
Management believes that the Hydron(TM) emulsion system can enhance the
effectiveness of topical over-the-counter medications. The emulsion system is
designed to deposit a polymer film on the skin's surface which has a number of
advantages over traditional lotions: promotes hydration of the outer layer of
skin, improves penetration into the skin's pores, and has good tactility and
flexibility. The Company expects to continue to focus research and development
resources on proprietary technology-based products as determined by Management's
assessment of consumer demand.
The Company discovered that the Hydron(TM) emulsion system also adjusts
pH on the skin to match the pH of the stratum corneum, the skin's surface layer.
It is evident in recent skin research (Kligman 2002) that the pH range of the
emulsion system is ideal for contributing to the skin's natural healing process
and enzyme production responsible for rebuilding the skin's lipid barrier. A
patent application was filed February 14, 2002 to cover this technology, which
also applies to a new acne treatment system.
Since August 2000, the Company has been researching and developing a
new technology that provides a method for the delivery of oxygen into the skin
and tissue at depths considered medically therapeutic without the use of the
bloodstream. The Company filed for patent protection as of February 2001 and
received a Notice of Allowance from the United States Patent and Trademark
Office in July, 2003. The patent is expected to be issued in November.
Management anticipates that as a result of its continuing research into tissue
oxygenation, the Company's primary focus will begin to shift from personal
care/cosmetic products to developing/licensing applications or products based
upon this new technology. The Company plans to seek financing in order to pursue
the research and development of this new technology into viable products.
This technology has far reaching implications in that oxygen can now be
delivered into skin that does not receive sufficient oxygen from the
bloodstream. Management believes that this approach to tissue oxygenation
developed by Hydron(TM) is unique. It utilizes an existing technology that
infuses liquid with oxygen at 20+ times normal levels to create a
super-oxygenated liquid filled with micro-bubbles of highly pressurized oxygen.
When placed in contact with the skin, the highly saturated fluid and
micro-bubbles are transferred directly to the skin through osmosis and kinetic
diffusion.
Research and development efforts to date have included clinical
testing, in-vitro bacteriological testing, micro-bubble size analysis, packaging
prototypes, and stability testing. Clinical testing on healthy subjects was
conducted at the University of Massachusetts Medical School; Department of
Thoracic Surgery producing an average increase in subcutaneous tissue
oxygenation of 54% in healthy individuals. Management believes that these tests
provided the first-ever evidence that subcutaneous tissue could be oxygenated
from the outside in.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Business (continued)
--------
The skin treatment is expected to have numerous applications in wound
healing and anti-aging skincare treatments. Current medical research shows that
each year, in the United States alone, medical problems associated with oxygen
deprivation to the skin and tissues can affect over 16 million diabetics, two
million burn patients, 600,000 individuals with impaired circulatory systems and
countless other applications, from individuals suffering with chronic wounds to
extending the life of organs for transplant during transportation. Likewise,
medical problems associated with anaerobic bacteria (i.e. organisms that thrive
in the absence of oxygen) such as acne, diaper rash, post-operative infections
and periodontal disease may be reduced or eliminated by application of this
technology.
Oxygen is also an essential factor in aging as the facial skin loses
about 40% of oxygen carrying capacity by age 65 (a factor in diminished collagen
formulation and wrinkling). As a result, anti-aging/wrinkling applications of
this technology may ultimately lead to a new line of skincare applications and
products.
In July 2002, the Company reached an agreement for licensing existing
machine technology from Life International Products, Inc. that included issuance
of 325,000 shares of new Hydron(TM) stock and future royalty payments. This will
allow Hydron(TM) to be able to manufacture future products under Hydron(TM)'s
tissue oxygenation pending patent. The company plans additional efficacy testing
to further evaluate the technology and future potential products. It is
anticipated that efficacy testing will require an additional 12 to 24 months.
Initial testing will be focused on cell viability and gene expression within
oxygen-deprived tissues subsequently exposed to super-oxygenated saline
solutions.
On December 10, 2002, Hydron(TM) completed a non-brokered Private
Placement of 1,750,000 Units at $.20 per Unit ($350,000), to several accredited
investors including its Chairman, Richard Banakus and a Director, Ronald J.
Saul. Each Unit is comprised of one share of Common Stock and one three-year
option to buy one additional Common Share at $.20. The proceeds were added to
the Company's working capital and enabled Hydron(TM) Technologies to maintain
its catalog business, while supporting basic development of Hydron(TM)'s patent
pending skin and tissue oxygenation technology and associated intellectual
property.
On August 4, 2003, the Company reached an agreement with the Chairman
of the Board of Directors, Richard Banakus and Board Member, Ronald J. Saul, to
provide $200,000 to cover operating expenses until the Company can arrange for
additional financing. The non-interest bearing bridge loan is an unsecured debt
obligation convertible into shares of common stock of the Company together with
a right to purchase 250,000 shares of Common Stock (Warrants).
On October 15, 2003, the Company had an initial escrow closing on a
Private Placement financing. To date, the Company has received Subscription
Agreements for 2,170,000 shares of Common Stock and 2,170,000 Warrants to
purchase an equal number of shares during the next five years, at an exercise
price of $1.00 per share and will receive $1,085,000 ($0.50 a Unit) in funds to
finance the development of its tissue oxygenation technology. The
above-mentioned loans from the Company Chairman and Director were paid and the
proceeds from the Directors loans were reinvested into the Private Placement
offering.
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Business (continued)
--------
The Company expects to extend the Private Placement offering through
mid November.
The Company has also developed and currently markets a group of
Hydron(TM) polymer-based products for dental professionals under the
Hydrocryl(TM) brand name. These include a heat cured material used in the
manufacture of dentures, as well as cold cure kits used in connection with the
relining or repairing of existing Hydrocryl(TM) or conventional acrylic dentures
that is necessitated by the continual changes that occur in the tissue structure
of the mouth. Management believes that the hydrophilic, or moisture attracting
properties, of these Hydron(TM) polymer-based products give them competitive
advantages over conventional acrylic dentures and denture repair kits, which are
not hydrophilic. Sales of Hydrocryl(TM) brand name products are minimal.
The Company is not dependent on any sole manufacturer except that the
Company's ability to obtain additional supply of the Hydron(TM) polymer is
dependent on GP Strategies Corporation (formerly known as National Patent
Development Corporation) ("GPS") and its assignee, Valera Pharmaceuticals
(formerly known as Hydro-Med Sciences, Inc.) ("Valera"), which owns certain
proprietary information relating to the manufacture of the Hydron(TM) polymer.
Under the terms of an agreement with GPS, if GPS is unable to manufacture and
supply the Company with its requested quantity of Hydron(TM) polymer, GPS is
obligated to provide the Company with information and assistance regarding all
technology and manufacturing procedures (including know-how) possessed by GPS
and use in connection with the manufacture of the Hydron(TM) polymer.
Valera has advised the Company that it has disposed of the equipment
used in the manufacture of the Hydron(TM) polymer and no longer has the in-house
capability of manufacturing the Hydron(TM) polymer. The Company is engaged in
discussions with Valera regarding alternative sources for the Hydron(TM)
polymer. Although the Company's inventory of the Hydron(TM) polymer is
sufficient to satisfy current requirements, the loss of, or significant
reduction in, a commercially suitable supply of the Hydron(TM) polymer would
have a material adverse effect on the Company and its business.
Results of Operations
---------------------
Net sales for the three months ended September 30, 2003 were $295,423;
a decrease of $9,858, or 3%, from net sales of $305,281 for the three months
ended September 30, 2002. Net sales for the nine months ended September 30, 2003
were $860,641; a decrease of $327,045 or 28% from net sales of $1,187,686 for
the nine months ended September 30, 2002.
Catalog sales for the three months ended September 30, 2003 were
$244,635, a decrease of $44,085, or 15%, from $288,720 for the three months
ended September 30, 2002. Catalog sales for the nine months ended September 30,
2003 were $789,506, a decrease of $130,285 or 14% from catalog sales of $919,791
for the nine month ended September 30, 2002. The decrease in catalog sales for
the three and nine months ended September 30, 2003 was the result of fewer
promotions to existing customers and continued softness in the economy.
Non-catalog sales, including retail, contract and international sales,
for the three months ended September 30, 2003 were $50,788; an increase of
$34,227, or 207%, from non-catalog net sales of $16,561 for the three months
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Results of Operations (continued)
---------------------
ended September 30, 2002. For the nine months ended September 30, 2003,
non-catalog sales were $71,135, a decrease of $196,760, or 73%, from non-catalog
sales of $267,895 for the nine month ended September 30, 2002. The non-catalog
sales decrease for the quarter and year-to-date was primarily due to private
label orders occurring later in the year and a decrease in sales to retail
stores.
The Company's overall gross profit margin for the three months ended
September 30, 2003 was 74%, as compared to 81% for the three months ended
September 30, 2002. For the nine months ended September 30, 2003, the overall
margins were 74% compared to 73% for the same period last year. The gross profit
margins decreased for the quarter since non-catalog sales which have lower
margins, represent a larger portion of the sales mix versus the same quarter
last year.
Royalty expenses for the three months ended September 30, 2003 were $0
compared to $15,015 for the three months ended September 30, 2002. For the nine
months ended September 30, 2003, royalty expenses were $0 compared to $59,410
for the same period last year. The elimination of royalty expenses is the result
of an agreement in principle to eliminate the respective royalty obligations of
the parties under the GP Strategies Corporation ("GPS") Agreement between the
Company and Valera Pharmaceuticals as assignee of GPS.
Research and Development ("R&D") expenses for the three months ended
September 30, 2003 were $26,940, an increase of $10,950 or 68% over R&D expenses
of $15,990 for the three months ended September 30, 2002. For the nine months
ended September 30, 2003, R&D expenses were $71,886, an increase of $22,906 or
47% over the $48,980 incurred last year for the same period. The amount of R&D
expenses per year varies, depending on the nature of the development work during
each year. The increase in 2003 is related to the Company's new tissue
oxygenation technology.
Selling, general and administrative ("SG&A") expenses for the three
months ended September 30, 2003 were $304,320, a decrease of $40,232 or 12%
under SG&A expenses of $344,552 for the three months ended September 30, 2002.
For the nine months ended September 30, 2003, SG&A expenses were $943,816 a
decrease of $182,670 or 16% under the $1,126,486 incurred for the same period
last year. The decrease was principally due to decreased promotion, sales
commissions, warehousing costs, payroll and professional expenses for both the
three and nine month periods.
The net loss for the three months ended September 30, 2003 was
$163,572, a decrease of $40,477 or 20% as compared to a net loss of $204,049 for
the three months ended September 30, 2002. For the nine months ended September
30, 2003, the net loss was $528,959, a decrease of $67,588 or 11% under the net
loss of $596,547 for the same period last year. The decrease in the net loss
resulted primarily from the factors discussed above.
Liquidity and Financial Resources
---------------------------------
The Company's working capital was approximately $104,321 at September
30, 2003, including cash and cash equivalents of approximately $226,097. Cash
used by operating activities for the nine months ended September 30, 2003 was
$220,754 and $49,987 was invested in equipment and patents. Cash provided from
financing activities was $205,702 for the nine months September 30, 2003.
13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Liquidity and Financial Resources (continued)
---------------------------------
Subsequent to September 30, 2003, the Company has raised $1,085,000
through a Private Placement offering. These funds will finance the development
of the Company's tissue oxygenation technology.
The Company has incurred significant losses over the past five years.
The ability of the Company to continue as a going concern is dependent upon
raising capital, and increasing sales while managing operating expenses.
Management's plan to increase sales and reduce operating expenses
includes the following elements:
o Managements plan to secure additional financing in order to pursue the
research and development of the Company's new patented technology and
to fund current operations.
o Licensing proprietary and possibly patentable technologies, including
skin and tissue oxygenation and the acne ingredient delivery system,
where appropriate to third party companies.
o Continued emphasis on Catalog sales, including sales made over the
internet, since these sales have higher profit margins and represent
markets for the Company that are growing more rapidly than the
Company's traditional television market.
o Increased use of direct marketing techniques to reach new and current
consumers such as print promotions mailed to targeted consumers, Web
site specials, promotions to other Web site customers, and direct
E-mail promotions to new customers.
o Addition of new revenue streams through expanded international
distribution achieved through the use of distribution agreements with
foreign and international distributors.
o Development, acquisition and marketing of new product lines based on
proprietary technologies that appeal to the aging baby boomers as well
as the new generation.
o In addition, the Company has plans to build upon its success in private
label sales utilizing Hydron(TM) polymer based formulas. The Company is
also pursuing international distribution agreements that will expand
the Company's distribution around the world.
o Regarding new products and markets, the Company will continue to
develop proprietary technology that it believes will improve its
long-term success in the skin care business, such as the acne
ingredient delivery system. The Company's Super Oxygenated fluid and
composition technology should allow significant advances in skin care
products and open application and licensing opportunities beyond the
skin care category.
o The Company does not have the financial resources to sustain a national
advertising campaign to support distribution of its products in
conventional retail stores. In view of the foregoing, Management's
strategy has been to enter into marketing, licensing and distribution
agreements with third parties which have greater financial resources
14
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Liquidity and Financial Resources (continued)
---------------------------------
than those of the Company and that can enhance the Company's product
introductions with appropriate national marketing support programs.
There can be no assurances that Management's Plan will be successful
and the Company's actual results could differ materially. No estimate has been
made should Management's plan be unsuccessful.
Cautionary Statement Regarding Forward Looking Statements
---------------------------------------------------------
Certain statements contained in this Report on Form 10-Q are forward
looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934, including
statements regarding the Company's expectations, hopes, intentions, beliefs or
strategies regarding the future. Forward looking statements include the
Company's liquidity, anticipated cash needs and availability, and the
anticipated expense levels under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations." All forward looking
statements included in this document are based on information available to the
Company on the date of this Report, and the Company assumes no obligation to
update any such forward looking statement. It is important to note the Company's
actual results could differ materially from those expressed or implied in such
forward looking statements. You should also consult the Company's Annual Report
on Form 10-K for the year ended December 31, 2002 as well as those factors
listed from time to time in the Company's other reports filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 and the Securities Act of 1933.
15
Item 4. Controls and Procedures
As of the end of this period, Hydron Technologies, Inc. carried out an
evaluation, under the supervision and with the participation of management,
including its Chief Operating Officer and Chief Financial Officer, of the
effectiveness of the design and operation of Hydron Technologies, Inc.'s
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Chief Operating Officer and Chief Financial Officer
concluded that Hydron Technologies, Inc.'s disclosure controls and procedures
are effective to timely alert them to material information required to be
included in Hydron Technologies, Inc.'s Exchange Act filing.
There have been no significant changes in Hydron Technologies, Inc.'s
internal controls or in other factors that could significantly affect internal
controls subsequent to the date that Hydron Technologies, Inc. carried out its
evaluation.
16
Item 6. Exhibits and Reports on Form 8-K
Current Reports on Form 8-K
---------------------------
None.
17
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.
/s/ William A. Lauby
---------------------------
William A. Lauby
Chief Financial Officer
Dated: November 12, 2003
18
EXHIBIT INDEX EXHIBIT NUMBER
Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 and Item 307 of Regulation S-K 31.1
Certification of Chief Operating Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 and Item 307 of Regulation S-K 31.2
Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 and Item 307 of Regulation S-K 31.3
Certification of Chief Executive Officer Pursuant to 18 U.S.C, Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.1
Certification of Chief Operating Officer Pursuant to 18 U.S.C, Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C, Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.3
19