Commission File Number: 0-10683
NOTIFICATION OF LATE FILING
(Check one): ___ Form 10-K ___ Form 20-F ___ Form 11-K __X_ Form 10-Q
___ Form 10-D ___ Form N-SAR ___ Form N-CSR
For Period Ended: December 31, 2010
___ Transition Report on Form 10-K
___ Transition Report on Form 20-F
___ Transition Report on Form 11-K
___ Transition Report on Form 10-Q
___ Transition Report on Form N-SAR
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please print or type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Items(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: HYDROMER, INC.
Former Name if Applicable:
Address of principal executive Office (Street and number): 35 Industrial Parkway
City, State and Zip Code: Branchburg, NJ 08876
PART II - RULES 12B-25(b) AND (c)
If the subject report could not be filed without reasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box.)
_X_ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense.
___ (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report
on Form 10-Q or subject distribution report on Form 10-D, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
___ (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
The registrant is unable to file its Form 10-Q for the quarter ended December
31, 2010 by the prescribed date of February 14, 2011 due to not being able reach
terms with the mortgage holder on the financial covenants contained in the
Company's long term debt instruments. The debt obligations are fully being met
(is a performing loan to the mortgage holder), however as a result of the net
loss to be reported, two covenants are not met. The registrant hopes that it can
negotiate a timely agreement so that they can file its Form 10-Q on or prior to
the prescribed extended date. Without any agreement, the entire mortgage balance
could be "callable" and classified as current. Filed along this notice is the
preliminary 10-Q excluding detail to the Liabilities section of the Balance
Sheet and the Financial Condition disclosure regarding the change to Working
Capital.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification Robert Lee (908) 722-5000 (Name) (Area Code) (Telephone
Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
_X_ Yes ___ No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? ___
Yes ___ No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Hydromer, Inc
-----------------------------------------------------------
(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 15, 2011 By: /s/ Robert Y. Lee
Robert Y. Lee
Vice President, Chief Financial Officer
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended December 31, 2010
Commission File Number 0-10683
HYDROMER, INC.
--------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2303576
---------------------- -------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
35 Industrial Pkwy, Branchburg, New Jersey 08876-3424
------------------------------------------ -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 722-5000
-------------------
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock Without Par Value
(Title of class)
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(s), and (2) has been subject to such
filing requirements for the past 90 days. [x] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerate filer [ ]Non-accelerated filer [ ]
Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes [ ] No [x]
Class Outstanding at December 31, 2010
----- --------------------------------
Common 4,772,318
----------------------------------------------
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains 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. Forward-looking statements include, among other
things, business strategy and expectations concerning industry conditions,
market position, future operations, margins, profitability, liquidity and
capital resources. Forward-looking statements generally can be identified by the
use of terminology such as "may," "will," "expect," "intend," "estimate,"
"anticipate" or "believe" or similar expressions or the negatives thereof. These
expectations are based on management's assumptions and current beliefs based on
currently available information. Although the Company believes that the
expectations reflected in such statements are reasonable, it can give no
assurance that such expectations will be correct. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this quarterly report on Form 10-Q and the Company does not have any
obligation to update the forward looking statements. The Company's operations
are subject to a number of uncertainties, risks and other influences, many of
which are outside its control, and any one of which, or a combination of which,
could cause its actual results of operations to differ materially from the
forward-looking statements.
HYDROMER, INC.
INDEX TO FORM 10-Q
December 31, 2010
Page No.
Part I - Financial Information
# 1 Consolidated Financial Statements
Balance Sheets - December 31, 2010 & June 30, 2010 3
Statements of Operations for the three months and six months 4
ended December 31, 2010 and 2009
Statements of Cash Flows for the six months ended
December 31, 2010 and 2009 5
Notes to Financial Statements 6
# 2 Management's Discussion and Analysis of the Financial
Condition and Results of Operations 7
# 3 Controls and Procedures 9
Part II - Other Information
# 1 Legal Proceedings N/A
# 2 Change in Securities N/A
# 3 Default of Senior Securities N/A
# 4 Submission of Motion to Vote of Security Holders N/A
# 5 Other Information N/A
# 6 Exhibits 9
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
31.1 SEC Section 302 Certification - CEO certification 10
31.2 SEC Section 302 Certification - CFO certification 11
32.1 Certification of Manfred F. Dyck, Chief Executive
Officer, pursuant to 18 U.S.C. Section 1350 12
32.2 Certification of Robert Y. Lee, Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350 12
PART I - CONSOLIDATED FINANCIAL STATEMENTS
ITEM # 1
HYDROMER, INC. AND CONSOLIDATED SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS December 31, June 30,
2010 2010
UNAUDITED AUDITED
Current Assets:
Cash and cash equivalents $ 613,903 $ 843,610
Short-term investments - 440,000
Trade receivables less allowance for doubtful accounts of
$31,335 and $33,276 as of December 31, 2010 and June 30, 812,999 920,252
2010, respectively
Inventory 318,566 248,569
Prepaid expenses 150,799 227,338
Other 1,150 15,487
------------------------------------------------------------------------------------------------------------------------------------
Total Current Assets 1,897,417 2,695,256
------------------------------------------------------------------------------------------------------------------------------------
Property and equipment, net 2,948,957 2,988,536
Deferred tax asset, non-current 1,191,828 1,011,945
Intangible assets, net 845,091 839,722
------------------------------------------------------------------------------------------------------------------------------------
Total Assets $ 6,883,293 $ 7,535,459
------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------------------------
Total Liabilities 3,822,614 4,021,874
------------------------------------------------------------------------------------------------------------------------------------
Stockholders' Equity
Preferred stock - no par value, authorized 1,000,000 shares, no
shares issued and outstanding - -
Common stock - no par value, authorized 15,000,000 shares;
4,783,235 shares issued and 4,772,318 shares outstanding as
of December 31, 2010 and June 30, 2010 3,721,815 3,721,815
Contributed capital 633,150 633,150
Accumulated deficit (1,288,146) (835,240)
Treasury stock, 10,917 common shares at cost (6,140) (6,140)
------------------------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 3,060,679 3,513,585
------------------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $ 6,883,293 $ 7,535,459
------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes
HYDROMER, INC. AND CONSOLIDATED SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six months Ended
December 31, December 31,
2010 2009 2010 2009
UNAUDITED UNAUDITED UNAUDITED UNAUDITED
--------------------------------------------------------- ----------------------------- ------------------------------
REVENUES
Sale of products $ 560,330 $ 829,402 $ 1,210,734 $ 2,011,106
Service revenues 401,068 359,491 770,389 659,283
Royalties and Contract Revenues 244,727 227,221 480,894 455,296
------------- ------------ -------------- -------------
TOTAL REVENUES
1,206,125 1,416,114 2,462,017 3,125,685
--------------------------------------------------------- ----------------------------- ------------------------------
EXPENSES
Cost of Sales 321,983 627,263 748,582 1,467,457
Operating Expenses 1,077,919 1,221,493 2,277,211 2,487,853
Other Expenses 48,683 30,024 98,562 81,638
Gain from Sale of Assets - (335,629) - (335,629)
Benefit from Income Taxes (44,504) (49,900) (209,432) (226,109)
------------- ------------ -------------- -------------
TOTAL EXPENSES 1,404,081 1,493,251 2,914,923 3,475,210
--------------------------------------------------------- ----------------------------- ------------------------------
NET LOSS $ (197,956) $ (77,137) $ (452,906) $ (349,525)
--------------------------------------------------------- ----------------------------- ------------------------------
Loss Per Common Share $ (0.04) $ (0.02) $ (0.09) $ (0.07)
Weighted Average Number of
Common Shares Outstanding 4,772,318 4,772,318 4,772,318 4,772,318
See accompanying notes.
There was no impact to earnings per share from dilutive
securities as the resultant would have been
anti-dilutive.
HYDROMER, INC. AND CONSOLIDATED SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months Ended
December 31,
2010 2009
UNAUDITED UNAUDITED
------------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (452,906) $ (349,525)
Adjustments to reconcile net loss to net cash used for
operating activities
Gain on Sale of Product Lines - (335,629)
Depreciation and amortization 200,838 220,542
Deferred income taxes (214,883) (227,464)
Changes in Assets and Liabilities:
Trade receivables 107,253 350,082
Inventory (69,997) 61,612
Prepaid expenses 63,912 54,544
Other assets 14,337 (11,706)
Accounts payable and accrued liabilities (121,416) (116,200)
Deferred income (20,641) 12,511
Income taxes payable 3,891 (73,811)
------------------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities (489,612) (415,044)
------------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash purchases of property and equipment (66,390) (126,436)
Cash payments on patents and trademarks (88,756) (156,100)
Redemption of matured short-term investments 440,000 260,000
Cash purchases of short-term investments - (250,000)
Proceeds Received from the sale of Product Lines 400,000
------------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Investing Activities 284,854 127,464
------------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term borrowings (24,949) (23,282)
------------------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Financing Activities (24,949) (23,282)
------------------------------------------------------------------------------------------------------------------------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS: (229,707) (310,862)
Cash and Cash Equivalents at Beginning of Period 843,610 1,585,765
------------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period $ 613,903 $ 1,274,903
------------------------------------------------------------------------------------------------------------------------------------
Non-Cash Investing and Financing Activities:
Note Receivable in exchange for Sale of Product Lines $ 400,000
See accompanying notes.
HYDROMER, INC. AND CONSOLIDATED SUBSIDIARY
Notes to Consolidated Financial Statements
In the opinion of management, the accompanying unaudited financial statements
include all adjustments (consisting of only normal adjustments) necessary for a
fair presentation of the results for the interim periods. Certain
reclassifications have been made to the previous year's results to present
comparable financial statements.
Significant Events:
On November 25, 2009, the Company's wholly owned subsidiary, Biosearch Medical
Products, Inc. ("BMPI") sold its Private Label Jejunostomy Catheter and
Nasogastric Feeding Catheter business to Forefront Medical Technologies
("Forefront"), a wholly owned subsidiary of Vicplas International Limited - a
company registered in the Republic of Singapore, for $800,000 in cash, half
received upon closing in November 2009 with the balance received in March 2010.
This sale included inventory and equipment related to that business and also
calls for the assignment of certain customer supply agreements to Forefront and
a three year non-compete provision. A separate supply agreement for Hydromer(R)
hydrophilic coating solution used on those products was also entered between the
parties. BMPI continued manufacturing the products, at an agreed upon transfer
price, until Forefront completed the transition in April 2010. Accordingly, this
transaction does not meet the criteria of Discontinued Operations of Financial
Accounting Standards Board Accounting Standards Codification paragraphs 205-20.
These product lines sold were part of the "Medical Products" segment (see
following Segment Reporting section).
Fair Value:
Some of the Company's financial instruments are not measured at fair value on a
recurring basis but are recorded at amounts that approximate fair value due to
their liquid or short-term nature, such as cash and cash equivalents,
receivables and payables. The carrying amount of the Company's note obligation
approximates its fair value, as the terms of the note is consistent with terms
available in the market for instruments with similar risk.
Segment Reporting:
The Company operates two primary business segments. The Company evaluates the
segments by revenues, total expenses and earnings before taxes. Corporate
Overhead (primarily the salaries and benefits of senior management, support
services (Accounting, Legal, Human Resources and Purchasing) and other shared
services (building maintenance and warehousing) are excluded from the business
segments as to not distort the contribution of each segment. These segments are
the lowest levels for which identifiable cash flows are largely independent of
the cash flows of other assets and liabilities.
The results for the six months ended December 31, by segment are:
Polymer Medical Corporate
Research Products Overhead Total
2010
Revenues $ 1,755,262 $ 706,755 $ 2,462,017
Expenses (1,647,639) (647,048) (829,668) (3,124,355)
---------------- ----------------- -------------- ----------------
Pre-tax Income (Loss) $ 107,623 $ 59,707 $ (829,668) $ (622,338)
---------------------------------------- ---------------- ----------------- -------------- ----------------
2009 (excludes the Sale of Product
Lines)
Revenues $ 1,884,565 $ 1,241,120 $ 3,125,685
Expenses (1,925,793) (1,315,354) (795,801) (4,036,948)
---------------- ----------------- -------------- ----------------
Pre-tax Income (Loss) $ (41,228) $ (74,234) (795,801) (911,263)
================ ================= ============== ================
Geographic revenues were as follows for the six months ended December 31,
2010 2009
---- ----
Domestic 67% 73%
Foreign 33% 27%
ITEM #2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The Company's revenues for the quarter ended December 31, 2010 were $1,206,125,
$209,989 or 14.8% lower than the $1,416,114 for the same period the previous
year. Revenues are comprised of the sale of Products and Services and Royalty
and Contract payments.
Product sales were $560,330 for the quarter ended December 31, 2010 as
compared to $829,402 for the same period the year before, a $269,072
(32.4%) decrease; lower primarily due to the divestiture of medical device
product lines in February and November 2009. Sales from these product
lines during the quarter ended December 31, 2009 totaled $191,609. For the
six month period ended December 31, 2010, product sales were $1,210,734 as
compared with $2,011,106 or $800,372 (39.8%) lower than the same period
the year before. Sales from the divested product lines accounted for
$707,454 of the difference. Sales timing differences accounted for the
remainder of the period-to-period variances.
Services revenues for the three months ended December 31, 2010 was
$401,068 or $41,577 higher (11.6%) than the $359,491 the corresponding
period the year before. Services revenues for the six months ended
December 31, 2010 was $770,389 or $111,106 higher (16.9%) than the
$659,283 the corresponding period the year before. Increased demand for
our services, primarily on guidewires and PTCA catheters, accounted for
the increase.
Royalty and Contract revenues include royalties received and the periodic
recurring payments from license, stand still and other agreements for
other than product and services. Included in Royalty and Contract revenues
are revenues from support and supply agreements. Some of the royalties and
support fees are based on the net sales of the final item (to which the
Hydromer technology is applied to) and are subject to the reporting of our
customers. For the quarter ended December 31, 2010, Royalty and Contract
revenues were $244,727, compared to $227,221 the same period a year ago.
For the six months ended December 31, 2010, Royalty and Contract revenues
were $480,894, $25,598 or 5.6% higher than the previous year's period of
$455,296. We continue entering into new Royalty and Contract revenue
agreements, some which begin with our customer's first commercial sale of
their product. Once online, including with the commercialization of one of
our hydrogel technologies, we anticipate a doubling of this revenue line
within the next few years.
Discounting the lower revenues from the divested product lines, we have a
modest gain in total revenues against the prior year despite the timing
difference. We look to realize the timing differences sales within the
next quarter or two and to further grow revenues, particularly in our
T-HEXX(R) Animal Health business where a majority of our research and
development during the past two years has been focused upon.
Total Expenses for the quarter ended December 31, 2010 were $1,404,081 as
compared with $1,493,251 the year before, a 6.0% decrease. For the six months
ended December 31, 2010, total expenses were $2,914,923 as compared with
$3,475,210 the same period the year before, or 16.1% better. Reducing expenses
for the three months ended December 31, 2009 was the gain from the sale of
product lines of $335,629. When excluding the gain from sale of product lines,
total expenses for the three months ended December 31, 2009 would have been
$1,828,880 or with the current quarter $424,800 (23.2%) better and $3,810,839
for the six months period the year before or with the current year period 23.5%
better ($895,916).
For the quarter ended December 31, 2010, the Company's Cost of Goods Sold
was $321,983 as compared with $627,263 the year prior, lower by $305,281
or 48.7%. The Cost of Goods Sold attributed to the sold product lines
approximated $253,000 in the December 2009 quarter. Cost of Goods Sold for
the six month period was $748,582 or $718,875 better (49.0%) than the
prior year's $1,467,457, which included approximately $699,000 relating to
the divested product lines.
Operating expenses were $1,077,919 for the quarter ended December 31, 2010
as compared with $1,221,493 the year before, lower by $143,574 or 11.8%.
For the six month period, Operating expenses were $2,277,211 this year
compared with $2,487,853 the year before, an improvement of $210,642
(8.5%). The prior year period included approximately $48,000 in one-time
legal fees relating to the right to market clearance work. Most of the
reduction to Operating expenses related to a lower staffing level,
including in part due to the divestiture of the medical device product
lines, as offset by increases in marketing and sales expenses in our
T-HEXX Animal Health business (added international tradeshow promotions
and related travel and marketing expenditures).
Interest expense, interest income and other income are included in Other
Expenses. Interest expense (on the mortgage) for the six months ended
December 31, 2010 and December 31, 2009 were $98,550 and $100,237,
respectively. Interest income for the six month periods were $4,408 for
the 2010 period as compared with $18,589 for the 2009 period, lower due to
a lower earnings base.
A net loss of $197,956 ($0.04 per share) is reported for the quarter ended
December 31, 2010 as compared to a net loss of $77,137 ($0.02 per share) the
year before. For the six months ended December 31, 2010, a net loss of $452,906
($0.09 per share) is reported compared against a net loss of $349,525 ($0.07
per share) for the same period year before.
Despite having $663,668 lower in sales this year-to-date, all attributable
to the sale of the medical device product lines, expense reductions
brought the pre-tax base of the two periods more on par (a difference of
$86,704 with the 2009 period gain on sale of assets reducing expenses that
period or an improvement of $248,925 when excluding the gain). However, a
change to the allocation rules on taxable income for NJ State reduced the
effective tax rate and Income Tax Benefit, but more so, impacted the
Deferred Tax Asset and Deferred Tax Liability balances. For the quarter
ended December 31, 2010, the total effect was approximately $74,000. Had
this tax change not occur, the net loss for the quarter would have been
lower by approximately $74,000 making the three and six month's results
about that of the prior year. In addition, when excluding the one-time
gain from the sale of assets, there would be an improvement in this year's
reported results over the prior year. The Company expects to continue
improvements to its results coming from increasing revenues while
maintaining its expense base. The increase in revenues is anticipated to
come from growth in existing business as well as new sales (new customers
and new products such as the Dragonhyde(R) Hoof Bath Concentrates).
Financial Condition
Net operating activities used $489,612 during the six month period ended
December 31, 2010.
The net loss, as adjusted for non-cash expenses of depreciation and
amortization and deferred income taxes, used $466,951 in cash. The net
change in other operating assets and liabilities used $22,661 in cash,
with the primarily activities the collection of trade receivables offset
by the reduction in accounts payable and accrued liabilities.
Investing activities provided $284,854 and financing activities used $24,949
during the six months ended December 31, 2010.
Investing activities for the six months ended December 31, 2010 included
$66,390 for capital expenditures and $88,756 towards the Company's patent
estate. $440,000 in short-term investments matured and was converted into
cash. Reported under Financing activities was the repayment of the
principal portion of the mortgage.
We expect a turnaround in our reported results within the next few years,
replacing the lost income (from the cancellation of the $100,000 per month
Supply and Support Agreement (in January 2009 which was replaced by a $35,000
per month agreement) and from the sale of medical device product lines) with
revenue growth and new revenues from new customers and new products, while
controlling the expenses.
ITEM # 3
Disclosure Controls and Procedures
As of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of our management,
including the Chief Executive Officer and President and the Chief Financial
Officer, of the effectiveness of the design and operation of the disclosure
controls and procedures.
Based upon this evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that, our disclosure controls and procedures were effective
and that there were no changes to our Company's internal control over financial
reporting that have materially affected, or is reasonably likely to materially
affect the Company's internal control over financial reporting during the period
covered by the Company's quarterly report.
PART II - OTHER INFORMATION
The Company operates entirely from its sole location at 35 Industrial Parkway
in Branchburg, New Jersey, an owned facility secured by a mortgage through a
bank.
The existing facility will be adequate for the Company's operations for the
foreseeable future.
ITEM # 6. Exhibits
Exhibit No. Description
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
and President
31.2 Rule 13a-14(a) Certification of Vice President of Finance
and Chief Financial Officer
32.1 Section 1350 Certification of Chief Executive Officer
and Chairman, President
32.2 Section 1350 Certification of Chief Financial Officer and
Vice President of Finance
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on his behalf by the
undersigned thereunto duly authorized.
HYDROMER, INC.
/s/ Robert Y. Lee, VP
--------------------------
Robert Y. Lee
Principal Accounting Officer &
Chief Financial Officer
DATE: February 14, 2011
EXHIBIT 31.1
I, Manfred F. Dyck, certify that:
1. I have reviewed this quarterly report on Form
10-Q of Hydromer, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer, Mr. Robert Y. Lee and I am
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this quarterly report is being prepared;
b) designed such internal controls over financial reporting, or caused
such internal controls over financial reporting to be designed under
our supervision, to provide reasonable assurances regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting;
5. The registrant's other certifying officer, Mr. Robert Y. Lee and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer, Mr. Robert Y. Lee and I have
indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: February 14, 2011
/s/ Manfred F. Dyck
--------------------------------------
Manfred F. Dyck, President and CEO
EXHIBIT 31.2
I, Robert Y. Lee, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Hydromer, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer, Mr. Manfred F. Dyck and I am
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this quarterly report is being prepared;
b) designed such internal controls over financial reporting, or caused
such internal controls over financial reporting to be designed under
our supervision, to provide reasonable assurances regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting;
5. The registrant's other certifying officer, Mr. Manfred F. Dyck and I
have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer, Mr. Manfred F. Dyck and I
have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: February 14, 2011
/s/Robert Y. Lee ,VP
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Robert Y. Lee, Vice President of Finance and CFO
EXHIBIT 32.1
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
I, Manfred F. Dyck, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Hydromer, Inc. on Form 10-Q for the six months ended December 31, 2010
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such report fairly
presents in all material respects the financial condition and results of
operations of Hydromer, Inc.
Date: February 14, 2011 By: /s/ Manfred F. Dyck
------------------------
Manfred F. Dyck
Chairman, President and
Chief Executive Officer
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EXHIBIT 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
I, Robert Y. Lee, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Hydromer, Inc. on Form 10-Q for the six months ended December 31, 2010
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such report fairly
presents in all material respects the financial condition and results of
operations of Hydromer, Inc.
Date: February 14, 2011 By: /s/ Robert Y. Lee, VP
------------------------
Robert Y. Lee
Chief Financial Officer and
Vice President of Finance