10-K 1 a14-26201_110k.htm ANNUAL REPORT PURSUANT TO SECTION 13 AND 15(D)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

x       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT GRAPHICOF 1934

 

For the fiscal year ended December 31, 2014

 

or

 

o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to            

 

Commission file number 001-16465

 

Retractable Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Texas

 

75-2599762

(State or other jurisdiction of
 incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

511 Lobo Lane

 

 

Little Elm, Texas

 

75068-5295

(Address of principal executive offices)

 

(Zip Code)

 

972-294-1010

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common

 

NYSE MKT LLC

 

Securities registered pursuant to Section 12(g) of the Act:

 

Preferred Stock

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  o  No  x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  o   No  x

 

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.    Yes  x  No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  x  No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company x

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  o  No  x

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.  The aggregate market value of the common equity held by non-affiliates as of June 30, 2014 was $34,844,270, assuming a closing price of $2.50 and outstanding shares held by non-affiliates of 13,937,708.

 

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  o  No  o

 

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  As of March 2, 2015, there were 27,695,600 shares of our Common Stock outstanding, excluding treasury shares.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:  (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

 

None except exhibits.

 

 

 



Table of Contents

 

RETRACTABLE TECHNOLOGIES, INC.

FORM 10-K

For the Fiscal Year Ended December 31, 2014

 

TABLE OF CONTENTS

 

PART I

 

 

Item 1. Business

1

Item 1A. Risk Factors

9

Item 1B. Unresolved Staff Comments

12

Item 2. Properties

12

Item 3. Legal Proceedings

13

Item 4. Mine Safety Disclosures

14

PART II

 

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

14

Item 6. Selected Financial Data

15

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

17

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

22

Item 8. Financial Statements and Supplementary Data

F-1

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

23

Item 9A. Controls and Procedures

23

Item 9B. Other Information

23

 

 

PART III

 

 

Item 10. Directors, Executive Officers and Corporate Governance

24

Item 11. Executive Compensation

28

Item 13. Certain Relationships and Related Transactions, and Director Independence

41

Item 14. Principal Accounting Fees and Services

41

 

 

PART IV

 

 

Item 15. Exhibits, Financial Statement Schedules

42

SIGNATURES

45

 

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PART I

 

FORWARD-LOOKING STATEMENT WARNING

 

Certain statements included by reference in this filing containing the words “could,” “may,” “believes,” “anticipates,” “intends,” “expects,” and similar such words constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act.  Any forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, our ability to maintain liquidity, our maintenance of patent protection, the impact of current and future Court decisions regarding current litigation, our ability to maintain favorable third party manufacturing and supplier arrangements and relationships, our ability to quickly increase capacity in response to an increase in demand, our ability to access the market, our ability to maintain or lower production costs, our ability to continue to finance research and development as well as operations and expansion of production, the impact of larger market players, specifically Becton, Dickinson and Company (“BD”), in providing devices to the safety market, and other factors referenced in Item 1A. Risk Factors.  Given these uncertainties, undue reliance should not be placed on forward-looking statements.

 

Item 1. Business.

 

DESCRIPTION OF BUSINESS

 

General Development of Business

 

On May 9, 1994, our company was incorporated in Texas to design, develop, manufacture, and market innovative patented safety medical products for the healthcare industry.  Our goal is to become a leading provider of safety medical products. Advantages of our safety products include protection from needlestick injuries, prevention of cross contamination through reuse, and reduction of disposal and other associated costs.

 

We have designed, developed, and currently market the VanishPoint® and PatientSafe® products.  The VanishPoint® products are designed specifically to prevent needlestick injuries and to prevent reuse.  The patented designs permit the automated retraction of the needle directly from the patient after completion of the procedure.

 

Our VanishPoint® safety products currently consist of tuberculin, insulin, and allergy antigen VanishPoint®  syringes; 2mL, 3mL, 5mL, and 10mL VanishPoint® syringes; and the VanishPoint® autodisable syringe.

 

We also sell the VanishPoint® IV catheter; the VanishPoint® blood collection tube holder; and the VanishPoint® blood collection set.

 

The PatientSafe® syringe embodies a unique patented design and protects patients by reducing the risk of bloodstream infections resulting from catheter hub contamination.  Our PatientSafe® syringe products currently consist of 3mL, 5mL, 10mL, 20mL, 30mL, 60mL PatientSafe® syringes and the PatientSafe® Luer cap.

 

On June 17, 2014, we received notice of substantial equivalence from the Food and Drug Administration for the EasyPoint needle.  The EasyPoint is a retractable needle that can be used with Luer lock syringes, Luer slip syringes, and prefill syringes to give injections.  The EasyPoint needle can also be used to aspirate fluids and obtain blood collection.

 

We currently have under development additional safety products that add to or build upon or current product line offering.  These products include: retractable needles and syringes, glass syringes, dental syringes, IV catheter introducers, and blood collection sets.

 

Our products have been and continue to be distributed nationally through numerous distributors.  However, we have been blocked from access to the market by the marketing practices engaged in by Becton, Dickinson and Company (“BD”) which dominates our market.  We initiated a lawsuit in 2007 against BD.  Currently, this extended litigation is in various post-trial and appellate stages as further described below.  The most significant development

 

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to date is that a final judgment for $352 million plus prejudgment and post-judgment interest as well as some injunctive relief has been granted by the District Court.  BD has appealed the injunction portion of the case and the monetary award is still the subject of post-trial motions at the District Court.  BD’s post-trial motion argues against the District Court’s award of prejudgment interest.  We have not received any of the amounts indicated by the District Court in its final judgment.  BD is currently under court order to make certain disclosure regarding its exclusionary conduct to a specified class of distributors and customers.  An earlier portion of the same case dealt with patent infringement charges against BD.  In that portion of the case, the Federal Circuit determined that BD’s 1mL Integra syringe violated our patents but that BD’s 3mL Integra did not infringe our patents.  The District Court had awarded us $5 million plus prejudgment and post-judgment interest based on the finding of infringement by the jury.  BD filed a post-judgment Rule 60(b) motion contesting the amount of the judgment based on the partial reversal on appeal.  The District Court denied BD’s motion and the Federal Circuit affirmed that denial on July 7, 2014.  On September 30, 2013, we received payment of $7,724,826 (the “Judgment Amount”) from BD pursuant to a stipulation.  The Judgment Amount is included as cash on the balance sheet and shown as a liability on the balance sheet under “Litigation proceeds subject to stipulation”.  The current status of this patent portion of the case is that BD has filed a petition for certiorari with the United States Supreme Court regarding its Rule 60(b) motion and we filed a response to that petition on March 12, 2015.  It is expected that the Supreme Court will decide whether to accept or deny BD’s petition sometime in the second quarter of this year, although that could be extended because the Supreme Court maintains its own calendar.

 

We continue to attempt to gain access to the market through our sales efforts, our innovative technology, introduction of new products, and, when necessary, litigation.

 

Section 4191 of the Internal Revenue Code, enacted by the Health Care and Education Reconciliation Act of 2010 in conjunction with the Patient Protection and Affordable Care Act (“PPACA”), provides for an excise tax of 2.3% on medical devices.  At the present time the excise tax is applicable to domestic sales of our products, except those sold to exempt organizations.  The majority of our sales are domestic and not in the retail market.  The tax is imposed on sales, not profits.  The impact of this tax was $856,000 in 2014 and $758,000 in 2013, and is net of expected refunds attributable to rebate credits.

 

In 2014, we took steps to decrease our non-litigation legal costs.  We expect such costs to remain lower in the future.  Our non-litigation legal costs were reduced by approximately $1.1 million.  Additionally, effective May 9, 2014, we reduced our workforce by 13.7% in an effort to cut costs.  The combined effect of both of these cost-cutting measures was approximately $1.5 million in 2014.

 

Financial Information

 

Please see the financial statements in Item 8. Financial Statements and Supplementary Data for information about our revenues, profits, and losses for the last three years and total assets, liabilities, and stockholder equity for the last two years.

 

Principal Products

 

Our products with Notice of Substantial Equivalence to the U.S. Food and Drug Administration (“FDA”) and which are currently sold include the 1mL tuberculin; insulin syringes; allergy antigen VanishPoint® syringes; 2mL, 3mL, 5mL, and 10mL VanishPoint® syringes; the VanishPoint® blood collection tube holder; the VanishPoint® IV safety catheter; small diameter tube adapter; the allergy tray; the Patient Safe® syringes; the Patient Safe® Luer Cap; and the VanishPoint® Blood Collection Set.  We are also selling VanishPoint® autodisable syringes in the international market in addition to our other products.

 

Syringe sales comprised 99.1%, 98.6%, and 97.3% of revenues in 2012, 2013, and 2014, respectively.

 

Principal Markets

 

Our products are sold to and used by healthcare providers primarily in the U.S. (with 19.9% of revenues in 2014 generated from sales outside the U.S.) which include, but are not limited to, acute care hospitals, alternate care facilities, doctors’ offices, clinics, emergency centers, surgical centers, long-term care facilities, Veterans Administration facilities, military organizations, public health facilities, and prisons.

 

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The need to change to safety devices is due to the risk that is carried with each needlestick injury which includes the potential transmission of over 20 bloodborne pathogens, including the human immunodeficiency virus (“HIV,” which causes AIDS), hepatitis B, and hepatitis C.  Because of the occupational and public health hazards posed by conventional disposable syringes, public health policy makers, domestic organizations, and government agencies have been involved in the effort to get more effective safety needle products to healthcare workers.  Federal legislation was signed into law on November 6, 2000, by former President William Jefferson Clinton.  This legislation, which became effective for most states on April 12, 2001, now requires safety needle products be used for the vast majority of procedures.  However, even with this requirement, some hospitals are neglecting to follow the law intended to protect healthcare workers.

 

Methods of Marketing and Distribution

 

Under the current supply chain system in the U.S. acute care market, the vast majority of decisions relating to the contracting for and purchasing of medical supplies are made by the representatives of group purchasing organizations (“GPOs”) and purchasing representatives rather than the end-users of the product (nurses, doctors, and testing personnel).  The GPOs and larger manufacturers often enter into contracts which can prohibit or limit entry in the marketplace by competitors.

 

We distribute our products throughout the U.S. through general line and specialty distributors.  We also use international distributors.  We have developed a national direct marketing network in order to market our products to health care customers and their purchaser representatives.  Our marketers make contact with all of the departments that affect the decision-making process for safety products, including the purchasing agents.  They call on acute care and alternate care sites and speak directly with the decision-makers of these facilities.  We employ trained sales representatives and clinicians, including nurses and/or medical technologists that educate healthcare providers and healthcare workers on the use of safety devices through on-site clinical training, exhibits at related tradeshows, and publications of relevant articles in trade journals and magazines.  These employees provide clinical support to customers.  In addition to marketing our products, the network demonstrates the safety and cost effectiveness of the VanishPoint® automated retraction products to customers.

 

In the needle and syringe market, the market share leader, BD, has utilized, among other things, product disparagement, patent infringement, false advertising, and other deceptive conduct which have restricted the entry of VanishPoint® syringes into the market.  Other products manufactured by us that are being denied market access as a result of BD’s anticompetitive actions include the IV safety catheters and Patient Safe® syringes.

 

We have numerous agreements with organizations for the distribution of our products in foreign markets.  In Canada, the provinces of Alberta, Manitoba, Ontario, and Saskatchewan have passed laws or regulations regarding healthcare worker safety and the use of safe needle products.  The European Council has suggested EU countries institute regulations requiring the use of safe needle products to prevent needlestick injuries.  Brazil is the only country in Latin America that has initiated a regulation requiring the use of safe needle products to prevent needlestick injuries.  The Australian states of New South Wales, Queensland, and Victoria have guidelines or directives regarding the prevention of needlestick injuries.

 

Key components of our strategy to increase our market share are to: (a) defeat anticompetitive practices through litigation; (b) focus on methods of upgrading our manufacturing capability and efficiency in order to enable us to reduce costs and improve profit margins; (c) continue marketing emphasis in the U.S.; (d) continue to add Veterans Administration facilities, health departments, emergency medical services, federal prisons, long-term care, and home healthcare facilities as customers; (e) educate healthcare providers, insurers, healthcare workers, government agencies, government officials, and the general public on the reduction of risk and the cost effectiveness afforded by our products; (f) supply product through GPOs and Integrated Delivery Networks where possible; (g) consider possibilities for future licensing agreements and joint venture agreements for the manufacture and distribution of safety products in the U.S. and abroad; (h) introduce new products; and (i) increase international sales.

 

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Status of Publicly Announced New Products

 

We have applied for patent protection and are in the process of developing additional safety medical products.

 

On June 17, 2014, we received notice of substantial equivalence from the Food and Drug Administration for the EasyPoint needle.  The EasyPoint is a retractable needle that can be used with Luer lock syringes, Luer slip syringes, and prefill syringes to give injections.  The EasyPoint needle can also be used to aspirate fluids and obtain blood collection.

 

Sources and Availability of Raw Materials

 

We purchase most of our product components from single suppliers, including needle adhesives and packaging materials.  There are multiple sources of these materials.  We own the molds that are used to manufacture the plastic components of our products in the U.S.  Our current suppliers include Channel Prime Alliance, PolyOne Corporation, Sterigenics, and Kovacmed.

 

Patents, Trademarks, Licenses, and Proprietary Rights

 

Soon after the Company was formed in May 1994, in recognition of the preexisting technology, intellectual property rights, products, inventive knowhow and ongoing research and development projects (the “Core Technology”) that were brought into the Company by Thomas J. Shaw as its founder and CEO, the Company and Mr. Shaw entered into a Technology License Agreement dated June 23, 1995, which was subsequently amended July 3, 2008, and again to its present form September 7, 2012.

 

The Technology License Agreement encompasses the Core Technology, all technology and knowhow arising out of the Core Technology that has been developed since its inception, all related future improvements, and all the related domestic and foreign patent rights in which Mr. Shaw is named as an inventor.  The knowhow component is broadly defined to include both technical and valuable proprietary business information.  Under the Technology License Agreement, Mr. Shaw has granted the Company an exclusive worldwide license in inventions to manufacture, market, sell and distribute the licensed technology and improvements that perform the same function in a better or more economical way.  The Company has the right to grant sublicenses and assign the Technology License Agreement subject to Mr. Shaw’s approval.  The term of the Technology License Agreement is coextensive with the life of the patent rights that are subject to it.

 

In return for the rights granted, the Company paid Mr. Shaw an initial licensing fee and pays a continuing 5% royalty on gross sales, as well as the costs of obtaining and maintaining the patents subject to the license.  The Company has reserved the right to control patent prosecution and the right not to pursue or maintain any patent or patent application, in which case the rights in any non-elected technology can revert to Mr. Shaw and be excluded from the license.  The Technology License Agreement also acknowledges a march-in right held by the U.S. government as a result of federal funding that was provided under Small Business Innovation Research grants made during the early development of what later became the Company’s VanishPoint® product line.

 

We hold exclusive rights under numerous domestic and foreign patents and have applications pending related to the technology we currently market, as well as technology that is in development.  These include patents and applications that are related to retractable syringes, interchangeable needle syringes,  needleless syringes, retractable needles, retractable dental syringes, glass syringes with retractable needles, retractable fluid collection devices, blood draw devices with retractable needles, fluid flow control device with retractable cannula, blood collection sets, IV catheters, and self-retracting catheter introducers.  These patent properties have varying remaining terms and expiration dates.  While patents covering some features of our syringes with retractable needles will expire in 2015 and 2016, we have other patents with later expiration dates that will continue to provide patent coverage for our VanishPoint® syringes and other commercial products.  These patent properties, coupled with the technical knowhow that is embodied in but not readily apparent from our commercial products, should offer continuing protection against unauthorized copying of our VanishPoint® syringes beyond 2016.

 

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We have also registered the following trade names and trademarks: VanishPoint®, EasyPointTM, Patient Safe®, VanishPoint® logos, RT with a circle mark, the Spiral Logo used in packaging our VanishPoint® products, and the color coded spots on the ends of our VanishPoint® syringes and others.  We also have trademark protection for the phrase “The New Standard for Safety.”

 

We are involved in patent litigation detailed in Item 3. Legal Proceedings.  We have decided, on the advice of patent counsel, not to purchase patent insurance because it would require inappropriate disclosure of information that is currently proprietary and confidential.

 

Seasonality

 

Historically, unit sales have increased in the latter part of the year due, in part, to the demand for syringes during the flu season.

 

Working Capital Practices

 

Cash and cash equivalents include unrestricted cash, restricted cash, the proceeds subject to a stipulation, money market accounts, and investments with original maturities of three months or less.  Restricted cash consists of a demand deposit used to collateralize a Letter of Credit issued by us for the purchase of manufacturing equipment.

 

We record trade receivables when revenue is recognized.  No product has been consigned to customers.  Our allowance for doubtful accounts is primarily determined by review of specific trade receivables.  Those accounts that are doubtful of collection are included in the allowance.  This provision is reviewed to determine the adequacy of the allowance for doubtful accounts.  Trade receivables are charged off when there is certainty as to their being uncollectible.  Trade receivables are considered delinquent when payment has not been made within contract terms.

 

Inventories are valued at the lower of cost or market, with cost being determined using actual average cost.  The Company compares the average cost to the market price and records the lower value.  Management considers such factors as the amount of inventory on hand and in the distribution channel, estimated time to sell such inventory, the shelf life of inventory, and current market conditions when determining excess or obsolete inventories.  A reserve is established for any excess or obsolete inventories or they may be written off.

 

Receivables are established for federal and state taxes where we have determined we are entitled to a refund for overpayments of estimated taxes or loss carrybacks.

 

Accounts payable and other short-term liabilities include amounts that we believe we have an obligation for at the end of year.  These included charges for goods or services received in 2014 but not billed to us at the end of the year.  It also included estimates of potential liabilities such as rebates and other fees.

 

Our domestic return policy is set forth in our standard Distribution Agreement.  This policy provides that a customer may return incorrect shipments within 10 days following arrival at the distributor’s facility.  In all such cases the distributor must obtain an authorization code from us and affix the code to the returned product.  We will not accept returned goods without a returned goods authorization number.  We may refund the customer’s money or replace the product.

 

Our domestic return policy also generally provides that a customer may return product that is overstocked.  Overstocking returns are limited to two times in each 12 month period up to 1% of distributor’s total purchase of products for the prior 12 month period upon the following terms: i) an “overstocked” product is that portion of distributor’s inventory of the product which exceeds distributor’s sales volume for the product during the preceding four months; ii) distributor must not have taken delivery of the product which is overstocked during the preceding four months; iii) overstocked product held by distributor in excess of 12 months from the date of original invoice will not be eligible for return; iv) the product must have an expiration date of at least 24 months from the date of return; v) the overstocked product must be returned to us in our saleable case cartons which are unopened and untampered, with no broken or re-taped seals; vi) distributor will be granted a credit which may be used only to purchase other products from us, the credit to be in the amount of the invoice price of the returned product less a

 

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10% restocking fee which will be assessed against distributor’s subsequent purchase of product; vii) distributor must obtain an authorization code from our distribution department and affix the code to the returned product; and viii) distributor shall bear the cost of shipping the returned products to us.  All product overstocks and returns are subject to inspection and acceptance by us.

 

Our international contracts generally do not provide for any returns.

 

Dependence on Major Customers

 

Three customers accounted for an aggregate of 47.9% of our revenue in 2014.  We have numerous other customers and distributors that sell our products in the U.S. and internationally.

 

Backlog Orders

 

Order backlog is not material to our business inasmuch as orders for our products generally are received and filled on a current basis, except for items temporarily out of stock.

 

Government Funding of Research and Right to License

 

Thomas J. Shaw received grants from the federal government for his initial 1991 version of a safety syringe, which may give the federal government the right to allow others to manufacture that syringe.  However, we believe the government has no right to allow others to manufacture the current version of the VanishPoint® syringe.

 

Government Approval and Government Regulations

 

For all products manufactured for sale in the domestic market we have given notice of intent to market to the FDA and the devices were shown to be substantially equivalent to the predicate devices for the stated intended use.

 

For all products manufactured for sale in the foreign market, we hold a certificate of Quality System compliance with ISO 13485.  We also have approval to label products for sale into European Union countries with a CE Mark.  We will continue to comply with applicable regulations of all countries in which our products are registered for sale.

 

Competitive Conditions

 

Our products are sold to and used by healthcare providers primarily in the U.S. (with 19.9% of revenues in 2014 generated from sales outside the U.S.) which include, but are not limited to, acute care hospitals, alternate care facilities, doctors’ offices, clinics, emergency centers, surgical centers, long-term care facilities, Veterans Administration facilities, military organizations, public health facilities, and prisons.

 

We compete primarily on the basis of product performance and quality.  We believe our competitive advantages include, but are not limited to, our leadership in quality and innovation. We believe our products continue to be the most effective safety devices in today’s market.  Our syringe products include passive safety activation, require less disposal space, and are activated while in the patient, reducing exposure to the contaminated needle.  Our price per unit is competitive or even lower than the competition once all the costs incurred during the life cycle of a syringe are considered. Such life cycle costs include disposal costs, testing and treatment costs for needlestick injuries, and treatment for contracted illnesses resulting from needlestick injuries.

 

Major domestic competitors include BD and Covidien Ltd. (“Covidien”).  Terumo Medical Corp. (“Terumo”), Smiths Medical, and B Braun are additional competitors with smaller market shares.

 

Founded in 1897, BD is headquartered in New Jersey.  BD’s safety-engineered device sales accounted for approximately 26.2% of BD’s total 2014 sales.  BD’s classification of safety-engineered devices include the SafetyLok™ syringe, which features a tubular plastic sheath that must be manually slid over the needle after removal from the patient, and the SafetyGlide™ hypodermic needle which utilizes a manually activated hinged lever

 

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to cover the needle tip after removal from the patient.  BD markets the SafetyGlide™ blood collection set that has a manually activated cover designed to extend over the needle after use.  The BD Eclipse™ safety blood collection needle and hypodermic needle is also designed to manually cover the needle after removal from the patient.  BD manufactures the Integra™ 3mL retracting needle and syringe product, as well as a spring activated Vacutainer® Passive Shielding Blood Collection Needle and spring activated retracting Vacutainer® blood collection set.  BD’s “Vacutainer®” brand name is commonly used as industry jargon to refer to blood collection products in general.

 

Covidien offers the Monoject® safety syringe, which, like the BD SafetyLok™, requires the use of two hands to manually extend the tubular plastic shield to cover the needle after removal from the patient.  Covidien also markets the Magellan™ needle, similar to BD’s SafetyGlide™ needle, which has a manually activated hinged lever to cover the needle tip after removal from the patient.

 

Many of BD’s and Covidien’s products result in exposure to the contaminated needle or allow for needle removal and potential syringe reuse.

 

In contrast, VanishPoint® syringes can be used without significant changes in injection technique.  The automated needle retraction is activated when the plunger handle is fully depressed, in conjunction with the delivery of the complete medication dose, while the needle is still in the patient.  This pre-removal activation virtually eliminates exposure to the contaminated needle, reducing the risk of needlestick injuries.  Activation is easily accomplished in one step, using one hand.  Upon activation of the retraction mechanism, VanishPoint® syringes are rendered unusable, reducing the risk of disposal-related injuries or reuse.

 

Our safety needle products have several advantages over non-retracting safety needles, including, but not limited to: pre-removal activation; automated needle retraction; integrated safety mechanism; reuse prevention; ease of use; and minimal training.

 

BD and Covidien have controlling U.S. market share; greater financial resources; larger and more established sales, marketing, and distribution organizations; and greater market influence, including long-term and/or exclusive contracts.  Additionally, BD may be able to use its resources to improve its products through research or acquisitions or develop new products, which may compete with our products.

 

Several factors could materially and beneficially affect the marketability of our products.  Demand could be increased by existing legislation and other legislative and investigative efforts.  Licensing agreements could provide entry into new markets and generate additional revenue.  Further, outsourcing arrangements could increase our manufacturing capacity with little or no capital outlay and provide a competitive cost.

 

Litigation could also provide more access to the market.  For example, if upheld on appeal, the injunctive relief we obtained in litigation means that BD would have to notify end use customers such as nurses, hospitals, clinics, and nursing homes that it had misrepresented information about our products and its own products with regard to sharpness and medication waste and that such statements were false and misleading, and, in part, based on false and inaccurate measurements of the VanishPoint® products.  BD has already taken some measures to advise its employees, distributors, and GPOs of its actions in accordance with injunctive provisions that were not stayed pending appeal.

 

Our competitive position is weakened by the method that providers use for making purchasing decisions and the fact that our initial price per unit for our safety needle products may be higher than some of the less effective safety needle products that are on the market.

 

Research and Development

 

We spent $871,851; $837,073; and $616,784 in 2012, 2013, and 2014, respectively, on research and development.  Costs in 2014 were primarily for compensation and related benefits, along with engineering samples and testing. Our ongoing research and development activities are performed by an internal research and development staff and includes developing process improvements for current and future automated machines.  Our limited access to the market has slowed the introduction of products.

 

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Possible future products include safety medical devices and other needle devices to which automated retraction can be applied.  We have additional safety product designs that add to or build upon our current product line offering.  These product designs include: retractable needle syringe designs, retractable needle designs, glass syringe designs, retractable needle dental syringe designs, retractable needle IV catheter designs, and retractable needle blood collection product designs.  While these product designs are in various stages of development, we have recently focused on the design and manufacture of our next generation of needle products which are needle-based retractable safety products intended for use with devices to inject fluids, aspirate fluids, and obtain blood collection.  These retractable needle-based products are designed to offer effective sharps injury prevention by: being easily operated using one-handed activation; keeping the user’s hands behind the needle at all times; having a low manufacturing cost; and having new applications and uses that expand into markets in addition to those already addressed by VanishPoint® and Patient Safe® products, such as prefilled syringes, fluid aspiration, partial injection, blood collection, and dental injections.

 

Environmental Compliance

 

We believe that we do not incur material costs in connection with compliance with environmental laws.  We are considered a Conditionally Exempt Small Quantity Generator because we generate less than 100 kilograms (220 lbs.) of hazardous waste per month.  Therefore, we are exempt from the reporting requirements set forth by the Texas Commission on Environmental Quality.  The waste that is generated at our facility is primarily made up of flammable liquids and paint-related waste and is sent for fuel blending by Safety Kleen.  This fuel blending process completely destroys our waste and satisfies our “cradle-to-grave” responsibility.

 

Other nonhazardous production waste includes clean polypropylene regrind, paper, and corrugated material that is recycled.  All other nonhazardous waste produced is considered municipal solid waste and sent to a sanitary landfill by CWD.

 

We also produce small amounts of regulated biohazardous waste from contaminated sharps and laboratory wastes.  This waste is sent for incineration by Stericycle.

 

Employees

 

As of March 2, 2015, we had 132 employees.  130 of such employees were full time employees.

 

Financial Information About Geographic Areas

 

We have minimal long-lived assets in foreign countries.  Shipments to international customers generally require a prepayment either by wire transfer or an irrevocable confirmed letter of credit.  We do extend credit to international customers on some occasions depending upon certain criteria, including, but not limited to, the credit worthiness of the customer, the stability of the country, banking restrictions, and the size of the order.  All transactions are in U.S. currency.  If customers designate a specific destination for its order, we attribute sales to countries based on the destination of shipment.

 

 

 

2014

 

2013

 

2012

 

U.S. sales

 

$

27,649,974

 

$

24,843,200

 

$

25,363,814

 

North and South America sales (excluding U.S.)

 

5,651,426

 

4,453,151

 

4,668,550

 

Other international sales

 

1,219,230

 

1,488,776

 

3,612,139

 

Total sales

 

$

34,520,630

 

$

30,785,127

 

$

33,644,503

 

 

 

 

 

 

 

 

 

Long-lived assets

 

 

 

 

 

 

 

U.S.

 

$

10,642,859

 

$

10,676,053

 

$

11,679,592

 

International

 

$

209,994

 

$

234,119

 

$

220,058

 

 

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Most large international sales of VanishPoint® syringes are filled by production from a Chinese manufacturer.  In the event that we become unable to purchase such product from our Chinese manufacturer, we would need to find an alternate manufacturer for the 0.5mL insulin syringe, the 0.5mL autodisable syringe, and the 2mL, 5mL, and 10mL syringes and we would increase domestic production for the 1mL and 3mL syringes.

 

We do not maintain patent or trademark protection in all foreign countries, but, where possible, have taken steps to protect our patents and trademarks in those countries where we routinely conduct a material amount of business.  Our lack of patent and trademark protection, particularly in certain foreign countries, heightens the risk that our designs may be copied by a competitor.

 

Available Information

 

We make available, free of charge on our website (www.vanishpoint.com), our Form 10-K Annual Report and Form 10-Q Quarterly reports and current reports on Form 8-K (and any amendments to such reports) as soon as reasonably practical after such reports are filed.

 

Item 1A. Risk Factors.

 

We could be subject to complex and costly regulatory activities.  Our business could suffer if we or our suppliers encounter manufacturing problems.  We could be subject to risks associated with doing business outside of the U.S.  Current or worsening economic conditions may adversely affect our business and financial condition.

 

You should carefully consider the following material risks facing us.  If any of these risks occur, our business, results of operations, or financial condition could be materially affected.

 

We Compete in an Anticompetitive Marketplace

 

We operate in an environment that is dominated by BD, the major syringe manufacturer in the U.S.  We initiated a lawsuit in 2007 against BD.  The suit was for patent infringement, antitrust practices, and false advertising.  The court severed the patent claims from the other claims pending resolution of the patent dispute.  The antitrust and false advertising claims resulted in a final judgment for $352 million plus prejudgment and post-judgment interest as well as some injunctive relief.  BD has appealed the injunction portion of the case and the monetary award is still the subject of post-trial motions at the District Court.  We have not received any of the amounts indicated by the District Court in its final judgment. BD is currently under court order to make certain disclosures regarding its exclusionary conduct to a specified class of distributors and customers.

 

Although we have made limited progress in some areas, such as the alternate care and some international markets, our volumes are not as high as they should be given the nature and quality of our products and the federal and state legislation requiring the use of safe needle devices.  We believe this is due to the anticompetitive market, despite our litigation efforts described briefly above.

 

We Have Generally Been Unable to Gain Sufficient Market Access to Achieve Profitable Operations

 

We have a history of incurring net operating losses.  We may experience operating losses in the future.  If we are unable to gain sufficient market access and market share, we may be unable to continue to finance research and development as well as support operations and expansion of production.

 

We Are Dependent on Our Patent Protection

 

Our main competitive strength is our technology.  We are dependent on patent rights, and if the patent rights are invalidated or circumvented, our business would be adversely affected.  Patent protection is considered, in the aggregate, to be of material importance in the design, development, and marketing of products.

 

We hold exclusive rights under numerous domestic and foreign patents and have applications pending related to the technology we currently market, as well as technology that is in development.  These include patents and applications that are related to retractable syringes, interchangeable needle syringes,  needleless syringes, retractable needles, retractable dental syringes, glass syringes with retractable needles, retractable fluid collection

 

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devices, blood draw devices with retractable needles, fluid flow control device with retractable cannula, blood collection sets, IV catheters, and self-retracting catheter introducers.  These patent properties have varying remaining terms and expiration dates.  While patents covering some features of our syringes with retractable needles will expire in 2015 and 2016, we have other patents with later expiration dates that will continue to provide patent coverage for our VanishPoint® syringes and other commercial products.  These patent properties, coupled with the technical knowhow that is embodied in but not readily apparent from our commercial products, should offer continuing protection against unauthorized copying of our VanishPoint® syringes beyond 2016.

 

Patent life may be extended, not through the original patents, but through related improvements.  As our technology ages (and the associated patent life expires), our competitive position in the marketplace could weaken.  The patent protection may decrease and make us vulnerable to other competitors utilizing our technology.

 

We do not maintain patent or trademark protection in all foreign countries, but, where possible, have taken steps to protect our patents and trademarks in those countries where we routinely conduct a material amount of business.  Our lack of patent and trademark protection, particularly in certain foreign countries, heightens the risk that our designs may be copied by a competitor.

 

Our Patents Are Subject to Litigation

 

We have been sued by BD and MDC Investment Holdings, Inc. for patent infringement.  This case is currently not active and no trial date is set.  Patent litigation and challenges involving our patents are costly and unpredictable and may deprive us of market exclusivity for a patented product or, in some cases, third party patents may prevent us from marketing and selling a product in a particular geographic area.

 

We Are Vulnerable to New Technologies

 

Because we have a narrow focus on particular product lines and technology (currently predominantly retractable needle products), we are vulnerable to the development of superior competing products and to changes in technology which could eliminate or reduce the need for our products.  If a superior technology is created, the demand for our products could greatly diminish.

 

Our Competitors Have Greater Resources

 

Our competitors have greater financial resources, larger and more established sales and marketing and distribution organizations, and greater market influence, including long-term contracts.  These competitors may be able to use these resources to improve their products through research and acquisitions or develop new products, which may compete more effectively with our products.  If our competitors choose to use their resources to create products superior to ours, we may be unable to sell our products and our ability to continue operations would be weakened.

 

The Majority of Our Sales Are Filled Using One Third Party Manufacturer

 

Most international syringe sales, as well as a substantial portion of domestic sales, are filled by production from a Chinese manufacturer.  In the event that we become unable to purchase such product from our Chinese manufacturer, we would need to find an alternate manufacturer for the 0.5mL insulin syringe, the 0.5mL autodisable syringe, and the 2mL, 5mL, and 10mL syringes and we would increase domestic production for the 1mL and 3mL syringes.  Even with increased domestic production, we may not be able to avoid a disruption in supply. In 2014, the 1mL and 3mL syringes made up 91.2% of our unit sales and 89.9% of our revenues.

 

Fluctuations in Supplies of Inventory Could Temporarily Increase Costs

 

Fluctuations in the cost and availability of raw materials and inventory and the ability to maintain favorable third party manufacturing arrangements and relationships could result in the need to manufacture all of our products in the U.S.  This could temporarily increase unit costs as we ramp up domestic production.

 

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Table of Contents

 

We Are Controlled by One Shareholder

 

Thomas J. Shaw, our President and Chief Executive Officer, would have investment or voting power over a total of 51.1% of the outstanding Common Stock if he exercised his options as of March 2, 2015.  Mr. Shaw will, therefore, have the ability to direct our operations and financial affairs and to substantially influence the election of members of our Board of Directors.  His interests may not always coincide with our interests or the interests of other stockholders.  This concentration of ownership, for example, may have the effect of delaying, deferring, or preventing a change in control, impeding a merger, consolidation, takeover, or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could materially adversely affect the market price of our Common Stock.  Mr. Shaw’s rights under the Technology License Agreement, as the owner of the technology we produce, present similar conflicts of interest.

 

Current Economic Conditions May Decrease Collectability of Accounts

 

Although we believe that we have granted credit to credit-worthy firms, current economic conditions may affect the timing and/or collectability of some accounts.

 

We Face Inherent Product Liability Risks

 

As a manufacturer and provider of safety needle products, we face an inherent business risk of exposure to product liability claims.  If a product liability claim is made and damages are in excess of our product liability coverage, our competitive position could be weakened by the amount of money we could be required to pay to compensate those injured by our products.  In the event of a recall, we have recall insurance.

 

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Table of Contents

 

Item 1B. Unresolved Staff Comments.

 

Not applicable and none.

 

Item 2. Properties.

 

Our headquarters is located at 511 Lobo Lane, on 35 acres, which we own, overlooking Lake Lewisville in Little Elm, Texas.  The headquarters are in good condition and house our administrative offices and manufacturing facility.  The manufacturing facility produced approximately 24.8% of the units that were manufactured in 2014.  In the event that we become unable to purchase product from our Chinese manufacturer, we would need to find an alternate manufacturer for the 0.5mL insulin syringe, the 0.5mL autodisable syringe, and the 2mL, 5mL, and 10mL syringes and we would increase domestic production for the 1mL and 3mL syringes.  The 5mL and 10mL syringes are sold principally in the international market.  In 2014, we used approximately 32.5% of our current U.S. productive capacity for VanishPoint® syringes.

 

A loan in the original principal amount of $4,210,000 is secured by our land and buildings.  See Note 7 to our financial statements for more information.

 

In the opinion of Management, the property and equipment are suitable for their intended use and are adequately covered by an insurance policy.

 

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Table of Contents

 

Item 3. Legal Proceedings.

 

On May 19, 2010, final judgment was entered in the U.S. District Court for the Eastern District of Texas, Marshall Division for us which ordered that we recover $5,000,000 plus prejudgment and post-judgment interest, and ordered a permanent injunction for BD’s 1mL and 3mL Integra syringes until the expiration of certain patents.  The permanent injunction was stayed for the longer of the exhaustion of the appeal of the district court’s case or twelve months from May 19, 2010.  In July 2011, a three-judge panel of the U.S. Court of Appeals for the Federal Circuit reversed the district court’s judgment that BD’s 3mL Integra infringed our ‘224 patent and ‘077 patent.  The U.S. Court of Appeals for the Federal Circuit affirmed the district court’s judgment that the 1mL Integra infringes our ‘244 and ‘733 patents.  BD filed a Rule 60(b)(5) motion to Conform Judgment to Federal Circuit Mandate in the U.S. District Court for the Eastern District of Texas which sought to modify the damages award.  On October 29, 2013, BD filed its Notice of Appeal of the District Court’s August 7, 2013 order denying BD’s Rule 60(b)(5) motion to the U.S. Court of Appeals of the Federal Circuit.  On July 7, 2014, the U.S. Court of Appeals for the Federal Circuit affirmed the U.S. District Court for the Eastern District of Texas decision denying BD’s Rule 60(b)(5) motion to modify the damages award.  BD filed a petition to the Supreme Court for certiorari in January of 2015.  We filed our response to the petition on March 12, 2015.  It is expected that the Supreme Court will decide whether to accept or deny BD’s petition sometime in the second quarter of this year, although that could be extended because the Supreme Court maintains its own calendar.  On September 30, 2013, we received payment of $7,724,826 (the “Judgment Amount”) from BD pursuant to a stipulation in this case.  The Judgment Amount has been reflected as a current liability in the Balance Sheets since the proceeds are not yet realizable.

 

In May 2010, our and Mr. Shaw’s suit against BD in the U.S. District Court for the Eastern District of Texas, Marshall Division alleging violations of antitrust acts, false advertising, product disparagement, tortious interference, and unfair competition was reopened.  The trial commenced on September 9, 2013 in the U.S. District Court for the Eastern District of Texas, Tyler Division, and the jury returned its verdict on September 19, 2013, finding that BD illegally engaged in anticompetitive conduct with the intent to acquire or maintain monopoly power in the safety syringe market and engaged in false advertising under the Lanham Act.  The jury awarded us $113,508,014 in damages, which was trebled pursuant to statute.  The Court issued an order on September 30, 2014 denying BD’s Renewed Motion for Judgment as a Matter of Law, or Alternatively, for New Trial or Remittitur, ruling that there was sufficient evidence for the jury to: find that BD had attempted to monopolize the safety syringe market, find that BD had engaged in false advertising under the Lanham Act, and award us $113,508,014 in damages.  On November 10, 2014, the Court found that the remedy of disgorgement of a portion of BD’s profits was appropriate but that the $340 million was a sufficient disgorgement.  The Court also granted injunctive relief to take effect January 15, 2015.  In doing so, the Court found that BD’s business practices limited innovation, including false advertisements that suppressed sales of the VanishPoint®.  The specific injunctive relief includes: (1) enjoining BD’s use of “World’s Sharpest Needle” or any similar assertion of superior sharpness; (2) requiring notification to all customers who purchased BD syringe products from July 2, 2004 to date that BD wrongfully claimed that its syringe needles were sharper and that its statement that it had “data on file” was false and misleading; (3) requiring notification to employees, customers, distributors, GPOs, and government agencies that the deadspace of the VanishPoint® has been within ISO standards since 2004 and that BD overstated the deadspace of the VanishPoint® to represent that it was higher than some of BD’s syringes when it was actually less, and that BD’s statement that it had “data on file” was false and misleading, and, in addition, posting this notice on its website for a period of three years; (4) enjoining BD from advertising that its syringe products save medication as compared to VanishPoint® products for a period of three years; (5) requiring notification to all employees, customers, distributors, GPOs, and government agencies that BD’s website, cost calculator, printed materials, and oral representations alleging BD’s syringes save medication as compared to the VanishPoint® were based on false and inaccurate measurement of the VanishPoint®, and, in addition, posting this notice on its website for a period of three years; and (6) requiring the implementation of a comprehensive training program for BD employees and distributors that specifically instructs them not to use old marketing materials and not to make false representations regarding VanishPoint® syringes.  Final judgment was entered on January 15, 2015, awarding us $340,524,042 in damages and $11,722,823 in attorneys’ fees, as well as granting injunctive relief consistent with the orders as indicated above.  Additionally, the final judgment provides for prejudgment and post-judgment interest.  The parties stipulated that the amount of litigation costs recoverable by us is $295,000.  On January 14, 2015, the District Court granted in part and denied in part BD’s motion to stay the injunctive relief.  The order stayed the portion of the injunctive relief that requires BD to notify end-user customers but also ordered BD to comply with internal

 

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correction activities as well as mandatory disclosures as set out above to its employees, customers, distributors and Group Purchasing Organizations.  BD filed an appeal of that ruling with the 5th Circuit Court of Appeals and that appeal was denied on February 3, 2015, as was our motion to expedite the appeal.  On February 12, 2015, BD filed a motion to amend the judgment directed most specifically to the issue of award of prejudgment interest.  Briefing has been completed on that motion and we await the Court’s decision.  BD is expected to appeal the Final Judgment of January 15, 2015 upon resolution of its pending motion to amend.  The parties met during late 2014 to mediate the case, but the mediation was not successful.

 

In September 2007, BD and MDC Investment Holdings, Inc. (“MDC”) sued us in the United States District Court for the Eastern District of Texas, Texarkana Division, initially alleging that we are infringing two U.S. patents of MDC (6,179,812 and 7,090,656) that are licensed to BD. BD and MDC seek injunctive relief and unspecified damages.  We counterclaimed for declarations of non-infringement, invalidity, and unenforceability of the asserted patents.  The plaintiffs subsequently dropped allegations with regard to patent no. 7,090,656 and we subsequently dropped our counterclaims for unenforceability of the asserted patents.  The case had been stayed pending resolution of our first filed case against BD described above.  While the stay has been automatically lifted, there has been no activity in this case and we referred questions from the Court regarding its status to BD’s counsel.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

PART II

 

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

 

MARKET INFORMATION

 

Our Common Stock has been listed on the NYSE MKT (or its predecessor entities) under the symbol “RVP” since May 4, 2001.  Our closing price on March 2, 2015, was $4.12 per share.  Shown below are the high and low sales prices of our Common Stock as reported by the NYSE MKT for each quarter of the last two fiscal years:

 

2014

 

High

 

Low

 

Fourth Quarter

 

$

5.39

 

$

3.31

 

Third Quarter

 

$

3.27

 

$

2.54

 

Second Quarter

 

$

3.74

 

$

2.50

 

First Quarter

 

$

4.00

 

$

2.93

 

 

2013

 

High

 

Low

 

Fourth Quarter

 

$

3.31

 

$

2.30

 

Third Quarter

 

$

4.10

 

$

1.36

 

Second Quarter

 

$

1.55

 

$

0.91

 

First Quarter

 

$

1.29

 

$

0.78

 

 

SHAREHOLDERS

 

As of March 2, 2015, there were 27,695,600 shares of Common Stock held by 231 shareholders of record not including shareholders who beneficially own Common Stock held in nominee or “street name.”  The previous sentence excludes 722,920 shares of treasury stock.

 

DIVIDENDS

 

We have not ever declared or paid any dividends on the Common Stock.  We have no current plans to pay any cash dividends on the Common Stock.  We intend to retain all earnings, except those required to be paid to the holders of the Preferred Stock as resources allow, to support operations and future growth.  Dividends on Common Stock cannot be paid so long as preferred dividends are unpaid.  As of December 31, 2014, there was an aggregate of $12.8 million in preferred dividends in arrears.

 

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Table of Contents

 

EQUITY COMPENSATION PLAN INFORMATION

 

See Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for a chart describing compensation plans under which equity securities are authorized.

 

STOCK PERFORMANCE GRAPH

 

The following graph compares the cumulative total return for our Common Stock from December 31, 2009 to December 31, 2014, to the total returns for the Russell Microcap® and Becton, Dickinson and Company (or “BDX”), a peer issuer.  The graph assumes an investment of $100 in the aforementioned equities as of December 31, 2009, and that all dividends are reinvested.

 

 

RECENT SALES OF UNREGISTERED SECURITIES

 

None.

 

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

None for the fourth quarter of 2014.

 

Item 6. Selected Financial Data.

 

The following selected financial data is qualified by reference to, and should be read in conjunction with, our audited financial statements and the notes to those statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing elsewhere herein.  The selected Statements of Operations data presented below for the years ended December 31, 2011 and 2010 and the Balance Sheet data as of December 31, 2012, 2011, and 2010 have been derived from our audited financial statements, which are not included herein.

 

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Table of Contents

 

(In thousands except for earnings per share, shares, and percentages)*

 

 

 

As of and for the Years Ended December 31,

 

 

 

2014

 

2013

 

2012

 

2011

 

2010

 

Sales, net

 

$

34,521

 

$

30,785

 

$

33,644

 

$

32,102

 

$

36,219

 

Cost of sales

 

22,499

 

20,475

 

22,468

 

21,199

 

23,698

 

Gross profit

 

12,022

 

10,310

 

11,176

 

10,903

 

12,521

 

Total operating expenses

 

14,180

 

16,241

 

15,115

 

14,993

 

19,185

 

Loss from operations

 

(2,158

)

(5,931

)

(3,939

)

(4,090

)

(6,664

)

Interest income

 

34

 

39

 

47

 

63

 

32

 

Interest expense, net

 

(223

)

(231

)

(231

)

(241

)

(302

)

Litigation settlements, net

 

 

 

 

5,700

 

9,159

 

Income (loss) before income taxes

 

(2,347

)

(6,123

)

(4,123

)

1,432

 

2,225

 

Provision (benefit) for income taxes

 

8

 

91

 

10

 

14

 

(176

)

Net income (loss)

 

(2,355

)

(6,214

)

(4,133

)

1,418

 

2,401

 

Preferred Stock dividend requirements

 

(915

)

(916

)

(918

)

(964

)

(1,371

)

Earnings (loss) applicable to common shareholders

 

$

(3,270

)

$

(7,130

)

$

(5,051

)

$

454

 

$

1,030

 

Earnings (loss) per share — basic

 

$

(0.12

)

$

(0.26

)

$

(0.19

)

$

0.02

 

$

0.04

 

Earnings (loss) per share — diluted

 

$

(0.12

)

$

(0.26

)

$

(0.19

)

$

0.02

 

$

0.04

 

Weighted average shares outstanding — basic

 

27,375,450

 

26,999,698

 

26,219,728

 

24,171,238

 

23,872,783

 

Weighted average shares outstanding — diluted

 

27,375,450

 

26,999,698

 

26,219,728

 

26,354,786

 

26,248,874

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

$

34,230

 

$

37,907

 

$

35,441

 

$

35,903

 

$

40,224

 

Current liabilities

 

$

15,100

 

$

16,621

 

$

8,077

 

$

6,125

 

$

9,986

 

Property, plant, and equipment, net

 

$

10,853

 

$

10,910

 

$

11,900

 

$

12,654

 

$

12,561

 

Total assets

 

$

45,353

 

$

49,097

 

$

47,632

 

$

48,920

 

$

53,191

 

Long-term debt, net of current maturities

 

$

3,425

 

$

3,577

 

$

3,826

 

$

4,143

 

$

4,304

 

Stockholders’ equity

 

$

26,828

 

$

28,900

 

$

35,729

 

$

38,651

 

$

38,901

 

Redeemable Preferred Stock (in shares)

 

987,445

 

994,945

 

1,001,552

 

1,001,552

 

2,279,016

 

Capital leases

 

 

 

 

 

 

Cash dividends per common share

 

$

 

$

 

$

 

$

 

$

 

Gross profit margin

 

34.8

%

33.5

%

33.2

%

34.0

%

34.6

%

 


*            Events that could affect the trends indicated above include continued reductions in manufacturing costs, changing average sales prices, changing raw material cost, the gaining of market access, the effect of injunctive relief, protection of our patents, foreign currency exchange rates, the Medical Device Excise Tax, the impact of flu season requirements, new or changing regulations, and new products.  As our products are made from petroleum products, the changing cost of oil and transportation may have an impact on our costs to the extent increases may not be recoverable through price increases of our products and reductions in oil prices may not quickly affect petroleum product prices.  Receipt of settlement proceeds and option payments from Abbott and Hospira positively affected 2010 and 2011 results.  Our purchase in 2011 of a total of 1,277,464 shares of our Preferred Stock (which purchase required the selling Preferred Stockholder to waive all unpaid dividends in arrears) in exchange for our Common Stock and cash have reduced our Preferred Stock Dividend Requirements.  The receipt of $7,724,826 from BD pursuant to litigation and subject to stipulation affects both the current assets and current liabilities in 2013 and 2014.  The introduction of the Medical Device Excise Tax in 2013 affects comparability between 2013-2014 and prior years.  In 2014, we took steps to decrease our non-litigation legal costs.  We expect such costs to remain lower in the future.  Our non-litigation legal costs were reduced by approximately $1.1 million.  Additionally, effective May 9, 2014, we reduced our workforce by 13.7% in an effort to cut costs.  The combined effect of both of these cost-cutting measures was approximately $1.5 million in 2014.  A 2015 judgement in our favor for $352 million is not included in the data presented and, if received, could materially affect our future financial condition.

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

 

FORWARD-LOOKING STATEMENT WARNING

 

Certain statements included by reference in this filing containing the words “could,” “may,” “believes,” “anticipates,” “intends,” “expects,” and similar such words constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act.  Any forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, our ability to maintain liquidity, our maintenance of patent protection, the impact of current and future Court decisions regarding current litigation, our ability to maintain favorable third party manufacturing and supplier arrangements and relationships, our ability to quickly increase capacity in response to an increase in demand, our ability to access the market, our ability to maintain or lower production costs, our ability to continue to finance research and development as well as operations and expansion of production, the impact of larger market players, specifically BD, in providing devices to the safety market, and other factors referenced in Item 1A. Risk Factors.  Given these uncertainties, undue reliance should not be placed on forward-looking statements.

 

Overview

 

We have been manufacturing and marketing our products since 1997.  Safety syringes comprised 97.3% of our sales in 2014.  We also manufacture and market the blood collection tube holder, IV safety catheter, and VanishPoint® Blood Collection Set.  We currently provide other safety medical products in addition to safety products utilizing retractable technology.  One such product is the Patient Safe® syringe, which is uniquely designed to reduce the risk of bloodstream infections resulting from catheter hub contamination.

 

On June 17, 2014, we received notice of substantial equivalence from the Food and Drug Administration for the EasyPoint needle.  The EasyPoint is a retractable needle that can be used with Luer lock syringes, Luer slip syringes, and prefill syringes to give injections.  The EasyPoint needle can also be used to aspirate fluids and obtain blood collection.

 

Historically, unit sales have increased in the latter part of the year due, in part, to the demand for syringes during the flu season.

 

Our products have been and continue to be distributed nationally and internationally through numerous distributors.  Although we have made limited progress in some areas, such as the alternate care market, our volumes are not as high as they should be given the nature and quality of our products and the federal and state legislation requiring the use of safe needle devices. The alternate care market is composed of alternate care facilities that provide long-term nursing and out-patient surgery, emergency care, physician services, health clinics, and retail pharmacies.

 

We continue to pursue various strategies to have better access to the hospital market, as well as other markets, including attempting to gain access to the market through our sales efforts, our innovative technology, introduction of new products, and, when necessary, litigation.

 

We have reported in the past that our progress is limited principally due to the marketing practices engaged in by BD, the dominant maker and seller of disposable syringes.  In our litigation against BD alleging anticompetitive conduct and false advertising, a final judgment for $352 million plus prejudgment and post-judgment interest as well as some injunctive relief (discussed in more detail below) has been granted by the District Court.  BD has appealed the injunction portion of the case and the monetary award is still the subject of post-trial motions at the District Court.  BD’s post-trial motion argues against the District Court’s award of

 

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prejudgment interest.  We have not received any of the amounts indicated by the District Court in its final judgment.  BD is currently required to follow the Court’s order for injunctive relief, except that the notifications to end-user customers are stayed pending appeal.  The injunctive relief included:

 

(1) enjoining BD’s use of “World’s Sharpest Needle” or any similar assertion of superior sharpness;

 

(2) requiring notification to all customers who purchased BD syringe products from July 2, 2004 to date that BD wrongfully claimed that its syringe needles were sharper and that its statement that it had “data on file” was false and misleading;

 

(3) requiring notification to employees, customers, distributors, GPOs, and government agencies that the deadspace of the VanishPoint® has been within ISO standards since 2004 and that BD overstated the deadspace of the VanishPoint® to represent that it was higher than some of BD’s syringes when it was actually less, and that BD’s statement that it had “data on file” was false and misleading, and, in addition, posting this notice on its website for a period of three years;

 

(4) enjoining BD from advertising that its syringe products save medication as compared to VanishPoint® products for a period of three years;

 

(5) requiring notification to all employees, customers, distributors, GPOs, and government agencies that BD’s website, cost calculator, printed materials, and oral representations alleging BD’s syringes save medication as compared to the VanishPoint® were based on false and inaccurate measurement of the VanishPoint®, and, in addition, posting this notice on its website for a period of three years; and

 

(6) requiring the implementation of a comprehensive training program for BD employees and distributors that specifically instructs them not to use old marketing materials and not to make false representations regarding VanishPoint® syringes.

 

On September 30, 2013, we received payment of $7,724,826 (the “Judgment Amount”) from BD pursuant to a stipulation in the patent infringement case Retractable Technologies, Inc. and Thomas Shaw v. Becton Dickinson and Company, Civil Action No. 2:07-cv-250, in the U.S. District Court for the Eastern District of Texas, Marshall Division.  The Judgment Amount is included as cash on the balance sheet and shown as a liability on the balance sheet under “Litigation proceeds subject to stipulation”.  The Judgment Amount is only related to the patent infringement portion of the claims against BD.  We have determined not to use the Judgment Amount to fund operations yet.

 

In 2014, we took steps to decrease our non-litigation legal costs.  We expect such costs to remain lower in the future.  Our non-litigation legal costs were reduced by approximately $1.1 million.  Additionally, effective May 9, 2014, we reduced our workforce by 13.7% in an effort to cut costs.  We paid $193 thousand in severance costs in the second and third quarters of 2014.  In May and July of 2014, we reduced all executive officers’ salaries by at least 10%, but reinstated nearly all such salaries in December of 2014.  The combined effect of both the lower non-litigation costs and the reduced workforce was approximately $1.5 million in 2014.  In the future, if such cost cutting measures prove insufficient, we may reduce the number of units being produced, further reduce the workforce, further reduce the salaries of officers as well as other employees, and/or defer royalty payments.

 

In 2014, our unit sales increased 12.0%.  This increase is due to increased sales to several of our domestic customers.

 

Section 4191 of the Internal Revenue Code, enacted by the Health Care and Education Reconciliation Act of 2010 in conjunction with the PPACA provides for an excise tax of 2.3% on medical devices.  At the present time, the excise tax is applicable to domestic sales of our products, except those which are sold to exempt organizations.  The majority of our sales are domestic and not in the retail market.  The tax is imposed on sales, not profits.  We have not passed this tax along to our customers.  The impact of this tax was $856,000 in 2014, and is net of expected refunds attributable to rebate credits.

 

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On July 10, 2012, the Company authorized a Common Stock repurchase plan structured to comply with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934.  The plan was terminated effective August 30, 2013.  Under the plan, we purchased a total of 722,920 shares of our Common Stock.

 

Pursuant to the Certificates of Designation, Preferences, Rights And Limitations of the Series I Class B and Series II Class B Convertible Preferred Stock, we would be prohibited from purchasing our Common Stock while dividends were in arrears.  Therefore, to facilitate the Common Stock repurchase plan, we paid quarterly dividends on the Series I Class B and Series II Class B Preferred Stock during the term of the repurchase plan.  Notwithstanding the termination of the repurchase plan, the Board of Directors authorized dividends to be paid to the Series I Class B and Series II Class B Preferred Stockholders in certain successive quarters.  Dividends were paid on November 11, 2013, January 20, 2014, April 21, 2014, and July 21, 2014, each in the cumulative amount of $57,613.

 

Product purchases from our Chinese manufacturer have enabled us to increase manufacturing capacity with little capital outlay and have provided a competitive manufacturing cost.  In 2014, our Chinese manufacturer produced approximately 73.1% of our VanishPoint® units.  In the event that we become unable to purchase products from our Chinese manufacturer, we would need to find an alternate manufacturer for the 0.5mL insulin syringe, the 0.5mL autodisable syringe, and the 2mL, 5mL, and 10mL syringes and we would increase domestic production for the 1mL and 3mL syringes.

 

In 1995, we entered into a license agreement with Thomas J. Shaw for the exclusive right to manufacture, market, and distribute products utilizing automated retraction technology.  This technology is the subject of various patents and patent applications owned by Mr. Shaw.  The license agreement generally provides for quarterly payments of a 5% royalty fee on gross sales.

 

With increased volumes, our manufacturing unit costs have generally tended to decline.  Factors that could affect our unit costs include increases in costs by third party manufacturers, changing production volumes, costs of petroleum products, and transportation costs.  Increases in such costs may not be recoverable through price increases of our products.

 

RESULTS OF OPERATIONS

 

The following discussion contains trend information and other forward-looking statements that involve a number of risks and uncertainties.  Our actual future results could differ materially from our historical results of operations and those discussed in the forward-looking statements.  All period references are to our fiscal years ended December 2014, 2013, or 2012.  Dollar amounts have been rounded for ease of reading.

 

Comparison of Year Ended

December 31, 2014 and Year Ended December 31, 2013

 

Domestic sales accounted for 80.1% and 80.7% of the revenues in 2014 and 2013, respectively.  Domestic revenues increased 11.3% principally due to increased unit sales.  Domestic unit sales increased 11.8%.  Domestic unit sales were 71.6% of total unit sales for 2014.  International revenues increased from $5.9 million in 2013 to $6.9 million in 2014, primarily due to increased unit sales and an increase in average price.  Overall unit sales increased 12.0%.  Our international orders may be subject to significant fluctuation over time.  Such orders may fluctuate due to health initiatives at various times as well as economic conditions.

 

Cost of sales increased $2.0 million due to an increase in units sold mitigated by a slightly lower unit cost of manufacture.  Royalty expense increased $254 thousand due to increased gross sales.  Gross profit margins increased from 33.5% in 2013 to 34.8% in 2014.

 

Operating expenses decreased 12.7% from the prior year due to decreased cost of non-litigation legal expense, lower compensation cost, and decreased office expenses which is the result of cost-cutting measures implemented in 2014.

 

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Loss from operations was $2.2 million in 2014 compared to an operating loss of $5.9 million in 2013, a 63.6% decrease.

 

Cash flow from operations was a negative $3.9 million for 2014 due primarily to our increase in accounts receivable, decrease in current liabilities, and our loss from operations, mitigated by a decrease in inventory and depreciation.

 

Comparison of Year Ended

December 31, 2013 and Year Ended December 31, 2012

 

Domestic sales accounted for 80.7% and 75.4% of the revenues in 2013 and 2012, respectively.  Domestic revenues decreased 2.1% principally due to lower average sales prices and lower volumes.  Domestic unit sales decreased 0.8%.  Domestic unit sales were 71.8% of total unit sales for 2013.  International revenues decreased from $8.3 million in 2012 to $5.9 million in 2013, primarily due to lower sales volumes.  Overall unit sales decreased 11.5%.  Our international orders may be subject to significant fluctuation over time.  Such orders may fluctuate due to health initiatives at various times, as well as economic conditions.

 

Cost of sales decreased $2.0 million due to fewer units sold, mitigated by an increase in our inventory reserve.  Royalty expense decreased $217 thousand due to lower gross sales.  Gross profit margins increased from 33.2% in 2012 to 33.5% in 2013.

 

Operating expenses increased 7.4% from the prior year due to the effect of the Medical Device Excise Tax, restoration of a previous company-wide wage cut, and additional sales personnel.  We increased our reserve for valuation of inventory by $530,000 primarily due to the likelihood that we will not use certain raw materials in production.  Our legal costs increased in 2013 due to increased patent expense mitigated by lower litigation costs.

 

Loss from operations was $5.9 million in 2013 compared to an operating loss of $3.9 million in 2012.

 

Cash flow from operations was $2.9 million for 2013 due primarily to litigation proceeds subject to a stipulation.

 

LIQUIDITY

 

At the present time, Management does not intend to raise equity capital.  Due to the funds received from prior litigation, we have sufficient cash reserves and intend to rely on operations, cash reserves, and debt financing, when available, as the primary ongoing sources of cash. Our ability to obtain additional funds through loans is uncertain.  Our financial statements do not reflect a 2015 judgment in our favor for $352 million.

 

The note payable to Deutsche Leasing USA, Inc. in the original principal amount of $327,726 was paid in full in April 2014 and the note payable to Deutsche Leasing USA, Inc. in the original principal amount of $207,260 was paid in full in November 2014.  The monthly payment for the loan which matured in April was $9,900 and the monthly payment for the loan which matured in November was $6,300.

 

Historical Sources of Liquidity

 

We have historically funded operations primarily from the proceeds from revenues, private placements, litigation settlements, and loans.

 

Internal Sources of Liquidity

 

Margins and Market Access

 

To routinely achieve positive or break even quarters, we need increased access to hospital markets which has been difficult to obtain.  We will continue to attempt to gain access to the market through our sales efforts, innovative technology, the introduction of new products, and, when necessary, litigation.

 

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We continue to focus on methods of upgrading our manufacturing capability and efficiency in order to reduce costs.

 

Fluctuations in the cost and availability of raw materials and inventory and our ability to maintain favorable manufacturing arrangements and relationships could result in the need to manufacture all (as opposed to 24.8%) of our products in the U.S.  This could temporarily increase unit costs as we ramp up domestic production.

 

The mix of domestic and international sales affects the average sales price of our products.  Generally, the higher the ratio of domestic sales to international sales, the higher the average sales price will be.  Typically, large international sales of VanishPoint® syringes are shipped directly from China to the customer.  Purchases of product manufactured in China usually decrease the average cost of manufacture for all units.  The number of units produced by us versus manufactured in China can have a significant effect on the carrying costs of inventory as well as Cost of sales.  We will continue to evaluate the appropriate mix of products manufactured domestically and those manufactured in China to achieve economic benefits as well as to maintain our domestic manufacturing capability.

 

Fluctuations in the cost of oil (since our products are petroleum based) and transportation and the volume of units purchased from our Chinese manufacturer may have an impact on the unit costs of our product.  Increases in such costs may not be recoverable through price increases of our products.  Reductions in oil prices may not quickly affect petroleum product prices.  For instance, we did not see a material change in the costs of our raw materials in 2014.

 

Seasonality

 

Historically, unit sales have increased during the flu season.

 

Cash Requirements

 

Due to funds received from prior litigation settlements, we have sufficient cash reserves and intend to rely on operations, cash reserves, and debt financing, when available, as the primary ongoing sources of cash.  In 2014, we took steps to decrease our non-litigation legal costs and we expect such costs to remain lower in the future.  Additionally, effective May 9, 2014, we reduced our workforce by 13.7% in an effort to cut costs and temporarily reduced many of our executive officers’ salaries.  In the future, if such cost cutting measures prove insufficient, we may reduce the number of units being produced, further reduce the workforce, further reduce the salaries of officers and other employees, and/or defer royalty payments.

 

External Sources of Liquidity

 

We have obtained several loans from our inception, which have, together with the proceeds from the sales of equities and litigation efforts, enabled us to pursue development and production of our products.  Our ability to obtain additional funds through loans is uncertain.  Due to the current market price of our Common Stock, it is unlikely we would choose to raise funds by the sale of equity.

 

On September 30, 2013, we received payment of $7,724,826 from BD pursuant to a stipulation in the patent infringement case Retractable Technologies, Inc. and Thomas Shaw v. Becton Dickinson and Company, Civil Action No. 2:07-cv-250, in the U.S. District Court for the Eastern District of Texas, Marshall Division.  Such amount is included as cash on the balance sheet and shown as a liability on the balance sheet under “Litigation proceeds subject to stipulation”.

 

In our litigation against BD alleging anticompetitive conduct and false advertising, a final judgment for $352 million plus prejudgment and post-judgment interest as well as some injunctive relief has been granted by the District Court.  BD has appealed the injunction portion of the case and the monetary award is still the subject of post-trial motions at the District Court.  BD’s post-trial motion argues against the District Court’s award of prejudgment interest.  We have not received any of the amounts indicated by the District Court in its final judgment.  BD is currently under court order to make certain disclosures regarding its exclusionary conduct to a specified class of distributors and customers.

 

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CAPITAL RESOURCES

 

Repurchase of Common Stock

 

On July 10, 2012, the Company authorized a Common Stock repurchase plan structured to comply with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934.  The plan was terminated effective August 30, 2013.  Under the plan, we purchased a total of 722,920 shares of our Common Stock.

 

Purchase of Equipment

 

We are purchasing two molding machines for $276 thousand.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

None.

 

CONTRACTUAL OBLIGATIONS

 

Contractual Obligations and Commercial Commitments

 

The following chart summarizes our material obligations and commitments to make future payments under contracts for long-term debt as of December 31, 2014:

 

 

 

Payments Due by Period

 

 

 

Total

 

Less
Than
1 Year

 

1-3
Years

 

3-5
Years

 

More
Than 5
Years

 

Contractual Obligations

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

3,574,772

 

$

149,744

 

$

328,393

 

$

3,096,635

 

$

 

Operating leases

 

59,966

 

59,966

 

 

 

 

Total

 

$

3,634,738

 

$

209,710

 

$

328,393

 

$

3,096,635

 

$

 

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

We believe that our market risk exposures regarding our cash and cash equivalents are immaterial as we do not have instruments for trading purposes.  Additionally, reasonable, possible near-term changes in market rates or prices will not result in material changes in near-term earnings.

 

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Table of Contents

 

Item 8. Financial Statements and Supplementary Data.

 

RETRACTABLE TECHNOLOGIES, INC.

 

FINANCIAL STATEMENTS AND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

DECEMBER 31, 2014 AND 2013

 

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Table of Contents

 

RETRACTABLE TECHNOLOGIES, INC.

INDEX TO FINANCIAL STATEMENTS

 

 

Page

Report of Independent Registered Public Accounting Firm

F-3

 

 

Financial Statements:

 

 

 

Balance Sheets as of December 31, 2014 and 2013

F-4

 

 

Statements of Operations for the years ended December 31, 2014, 2013, and 2012

F-5

 

 

Statements of Changes in Stockholders’ Equity for the years ended December 31, 2014, 2013, and 2012

F-6

 

 

Statements of Cash Flows for the years ended December 31, 2014, 2013, and 2012

F-8

 

 

Notes to Financial Statements

F-9

 

 

Selected Quarterly Financial Data - Unaudited

F-25

 

 

Financial Statement Schedule:

 

 

 

Schedule II: Schedule of Valuation and Qualifying Accounts for the years ended December 31, 2014, 2013, and 2012

42

 

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Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders

of Retractable Technologies, Inc.

 

We have audited the accompanying balance sheets of Retractable Technologies, Inc. as of December 31, 2014 and 2013, and the related statements of operations, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014.  Our audits also included the financial statement schedule of Retractable Technologies, Inc., listed in Item 15(a).  These financial statements and financial statement schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Retractable Technologies, Inc. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.  Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

 

 

 

/s/ CF & Co., L.L.P.

 

 

CF & Co., L.L.P.

Dallas, Texas

 

 

March 31, 2015

 

 

 

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Table of Contents

 

RETRACTABLE TECHNOLOGIES, INC.

BALANCE SHEETS

 

 

 

December 31,

 

 

 

2014

 

2013

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

22,128,977

 

$

27,629,359

 

Restricted cash

 

600,897

 

 

Accounts receivable, net of allowance for doubtful accounts of $1,725,806 and $1,698,506, respectively

 

5,642,091

 

3,476,718

 

Inventories, net

 

4,663,548

 

5,735,589

 

Other current assets

 

1,194,055

 

1,065,641

 

Total current assets

 

34,229,568

 

37,907,307

 

 

 

 

 

 

 

Property, plant, and equipment, net

 

10,852,853

 

10,910,172

 

Intangible and other assets, net

 

270,693

 

279,965

 

Total assets

 

$

45,353,114

 

$

49,097,444

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

5,142,796

 

$

5,107,778

 

Litigation proceeds subject to stipulation

 

7,724,826

 

7,724,826

 

Current portion of long-term debt

 

149,744

 

247,064

 

Accrued compensation

 

504,188

 

815,044

 

Dividends payable

 

 

57,613

 

Accrued royalties to shareholders

 

787,434

 

602,209

 

Other accrued liabilities

 

782,322

 

1,975,018

 

Income taxes payable

 

8,290

 

90,972

 

Total current liabilities

 

15,099,600

 

16,620,524

 

 

 

 

 

 

 

Long-term debt, net of current maturities

 

3,425,028

 

3,576,932

 

Total liabilities

 

18,524,628

 

20,197,456

 

 

 

 

 

 

 

Commitments and contingencies — See Note 8

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred Stock $1 par value:

 

 

 

 

 

Class B; authorized: 5,000,000 shares

 

 

 

 

 

Series I, Class B; outstanding: 98,500 and 103,500 shares, respectively (liquidation preference of $615,625 and $646,875, respectively)

 

98,500

 

103,500

 

Series II, Class B; outstanding 176,200 and 178,700 shares, respectively (liquidation preference of $2,202,500 and $2,233,750, respectively)

 

176,200

 

178,700

 

Series III, Class B; outstanding: 130,245 shares (liquidation preference of $1,628,063)

 

130,245

 

130,245

 

Series IV, Class B; outstanding: 542,500 shares (liquidation preference of $5,967,500)

 

542,500

 

542,500

 

Series V, Class B; outstanding: 40,000 (liquidation preference of $176,000)

 

40,000

 

40,000

 

Common Stock, no par value; authorized: 100,000,000 shares; outstanding: 27,613,397 and 27,187,702 shares, respectively

 

 

 

Additional paid-in capital

 

59,273,769

 

58,983,166

 

Retained deficit

 

(32,336,119

)

(29,981,514

)

Common stock in treasury - at cost; 722,920 shares

 

(1,096,609

)

(1,096,609

)

Total stockholders’ equity

 

26,828,486

 

28,899,988

 

Total liabilities and stockholders’ equity

 

$

45,353,114

 

$

49,097,444

 

 

See accompanying notes to financial statements

 

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Table of Contents

 

RETRACTABLE TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS

 

 

 

Years Ended December 31,

 

 

 

2014

 

2013

 

2012

 

Sales, net

 

$

34,520,630

 

$

30,785,127

 

$

33,644,503

 

Cost of Sales

 

 

 

 

 

 

 

Costs of manufactured product

 

19,770,226

 

18,000,408

 

19,776,198

 

Royalty expense to shareholders

 

2,728,701

 

2,474,762

 

2,691,887

 

Total cost of sales

 

22,498,927

 

20,475,170

 

22,468,085

 

Gross profit

 

12,021,703

 

10,309,957

 

11,176,418

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Sales and marketing

 

3,967,081

 

4,414,339

 

4,220,809

 

Research and development

 

616,784

 

837,073

 

871,851

 

General and administrative

 

9,595,399

 

10,989,790

 

10,022,621

 

Total operating expenses

 

14,179,264

 

16,241,202

 

15,115,281

 

Loss from operations

 

(2,157,561

)

(5,931,245

)

(3,938,863

)

 

 

 

 

 

 

 

 

Interest and other income

 

33,941

 

38,943

 

46,999

 

Interest expense, net

 

(222,808

)

(230,578

)

(231,210

)

Loss before income taxes

 

(2,346,428

)

(6,122,880

)

(4,123,074

)

Provision for income taxes

 

8,177

 

90,972

 

9,818

 

Net loss

 

(2,354,605

)

(6,213,852

)

(4,132,892

)

Preferred Stock dividend requirements

 

(915,225

)

(916,065

)

(918,108

)

Loss applicable to common shareholders

 

$

(3,269,830

)

$

(7,129,917

)

$

(5,051,000

)

 

 

 

 

 

 

 

 

Basic loss per share

 

$

(0.12

)

$

(0.26

)

$

(0.19

)

 

 

 

 

 

 

 

 

Diluted loss per share

 

$

(0.12

)

$

(0.26

)

$

(0.19

)

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

Basic

 

27,375,450

 

26,999,698

 

26,219,728

 

Diluted

 

27,375,450

 

26,999,698

 

26,219,728

 

 

See accompanying notes to financial statements

 

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RETRACTABLE TECHNOLOGIES, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

 

 

Series I Class B

 

Series II Class B

 

Series III Class B

 

Series IV Class B

 

Series V Class B

 

Common

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Balance as of December 31, 2011

 

103,500

 

$

103,500

 

178,700

 

$

178,700

 

130,245

 

$

130,245

 

542,500

 

$

542,500

 

46,607

 

$

46,607

 

25,318,700

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recognition of stock option exercise

 

 

 

 

 

 

 

 

 

 

 

2,000,865

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase of Common Stock

 

 

 

 

 

 

 

 

 

 

 

(67,102

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2012

 

103,500

 

103,500

 

178,700

 

178,700

 

130,245

 

130,245

 

542,500

 

542,500

 

46,607

 

46,607

 

27,252,463

 

 

Conversion of Preferred Stock into Common Stock

 

 

 

 

 

 

 

 

 

(6,607

)

(6,607

)

6,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recognition of stock option compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recognition of stock option exercise

 

 

 

 

 

 

 

 

 

 

 

584,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase of Common Stock

 

 

 

 

 

 

 

 

 

 

 

(655,818

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2013

 

103,500

 

103,500

 

178,700

 

178,700

 

130,245

 

130,245

 

542,500

 

542,500

 

40,000

 

40,000

 

27,187,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of Preferred Stock into Common Stock

 

(5,000

)

(5,000

)

(2,500

)

(2,500

)

 

 

 

 

 

 

7,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recognition of stock option exercise

 

 

 

 

 

 

 

 

 

 

 

418,195

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2014

 

98,500

 

$

98,500

 

176,200

 

$

176,200

 

130,245

 

$

130,245

 

542,500

 

$

542,500

 

40,000

 

$

40,000

 

27,613,397

 

$

 

 

See accompanying notes to financial statements

 

F-6



Table of Contents

 

RETRACTABLE TECHNOLOGIES, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

 

 

Additional
Paid-in
Capital

 

Retained
Deficit

 

Treasury
Stock

 

Total

 

Balance as of December 31, 2011

 

$

57,284,670

 

$

(19,634,770

)

$

 

$

38,651,452

 

 

 

 

 

 

 

 

 

 

 

Recognition of stock option exercise

 

1,620,701

 

 

 

1,620,701

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

(288,063

)

 

 

(288,063

)

 

 

 

 

 

 

 

 

 

 

Repurchase of Common Stock

 

 

 

(122,202

)

(122,202

)

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(4,132,892

)

 

(4,132,892

)

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2012

 

58,617,308

 

(23,767,662

)

(122,202

)

35,728,996

 

 

 

 

 

 

 

 

 

 

 

Conversion of Preferred Stock into Common Stock

 

6,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recognition of stock option compensation

 

52,775

 

 

 

52,775

 

 

 

 

 

 

 

 

 

 

 

Recognition of stock option exercise

 

536,925

 

 

 

536,925

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

(230,449

)

 

 

(230,449

)

 

 

 

 

 

 

 

 

 

 

Repurchase of Common Stock

 

 

 

(974,407

)

(974,407

)

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(6,213,852

)

 

(6,213,852

)

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2013

 

58,983,166

 

(29,981,514

)

(1,096,609

)

28,899,988

 

 

 

 

 

 

 

 

 

 

 

Conversion of Preferred Stock into Common Stock

 

7,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recognition of stock option exercise

 

398,328

 

 

 

398,328

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

(115,225

)

 

 

(115,225

)

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(2,354,605

)

 

(2,354,605

)

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2014

 

$

59,273,769

 

$

(32,336,119

)

$

(1,096,609

)

$

26,828,486

 

 

See accompanying notes to financial statements

 

F-7



Table of Contents

 

RETRACTABLE TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

 

 

 

Years Ended December 31,

 

 

 

2014

 

2013

 

2012

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net loss

 

$

(2,354,605

)

$

(6,213,852

)

$

(4,132,892

)

Adjustments to reconcile net loss to net cash provided (used) by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

1,074,520

 

1,284,249

 

1,335,858

 

Share based compensation

 

 

52,775

 

 

Provision for doubtful accounts

 

27,300

 

50,000

 

107,246

 

Provision for inventory valuation

 

 

530,000

 

120,000

 

Gain on disposal of assets

 

 

(1,000

)

 

Accreted interest

 

 

 

3,773

 

(Increase) decrease in assets:

 

 

 

 

 

 

 

Inventories

 

1,072,041

 

(1,275,336

)

1,127,166

 

Accounts receivable

 

(2,192,673

)

167,589

 

(66,867

)

Income taxes receivable

 

 

9,431

 

30,054

 

Other current assets

 

(128,414

)

(281,881

)

(565,231

)

Increase (decrease) in liabilities:

 

 

 

 

 

 

 

Accounts payable

 

35,018

 

7,895

 

1,441,308

 

Litigation proceeds subject to stipulation

 

 

7,724,826

 

 

Other accrued liabilities

 

(1,318,327

)

787,902

 

787,393

 

Income taxes payable

 

(82,682

)

90,971

 

(29,471

)

Net cash provided (used) by operating activities

 

(3,867,822

)

2,933,569

 

158,337

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchase of property, plant, and equipment

 

(1,007,933

)

(283,289

)

(510,117

)

Changes in restricted cash

 

(600,897

)

 

 

Proceeds from sale of assets

 

 

1,000

 

 

Net cash used by investing activities

 

(1,608,830

)

(282,289

)

(510,117

)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Repayments of long-term debt and notes payable

 

(249,220

)

(317,303

)

(626,219

)

Proceeds from the exercise of stock options

 

398,328

 

536,925

 

1,620,701

 

Repurchase of Common Stock

 

 

(974,407

)

(122,202

)

Payment of Preferred Stock dividends

 

(172,838

)

(230,449

)

(230,450

)

Net cash provided (used) by financing activities

 

(23,730

)

(985,234

)

641,830

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(5,500,382

)

1,666,046

 

290,050

 

Cash and cash equivalents at:

 

 

 

 

 

 

 

Beginning of period

 

27,629,359

 

25,963,313

 

25,673,263

 

End of period

 

$

22,128,977

 

$

27,629,359

 

$

25,963,313

 

 

 

 

 

 

 

 

 

Supplemental schedule of cash flow information:

 

 

 

 

 

 

 

Interest paid

 

$

222,808

 

$

241,052

 

$

264,033

 

Income taxes paid

 

$

94,332

 

$

7,988

 

$

3,474

 

 

 

 

 

 

 

 

 

Supplemental schedule of noncash investing and financing activities:

 

 

 

 

 

 

 

Preferred dividends declared, not paid

 

$

 

$

57,613

 

$

57,613

 

 

See accompanying notes to financial statements

 

F-8



Table of Contents

 

NOTES TO FINANCIAL STATEMENTS

 

1.                          BUSINESS OF THE COMPANY AND BASIS OF PRESENTATION

 

Business of the Company

 

Retractable Technologies, Inc. (the “Company”) was incorporated in Texas on May 9, 1994, and designs, develops, manufactures, and markets safety syringes and other safety medical products for the healthcare profession.  The Company began to develop its manufacturing operations in 1995.  The Company’s manufacturing and administrative facilities are located in Little Elm, Texas.  The Company’s commercially available products are the VanishPoint® 0.5mL insulin syringe; 1mL tuberculin, insulin, and allergy antigen syringes; 2mL, 3mL, 5mL, and 10mL syringes; the small diameter tube adapter; the blood collection tube holder; the allergy tray; the IV safety catheter; the Patient Safe® syringes; the Patient Safe® Luer Cap; and the VanishPoint® Blood Collection Set.  We are also selling VanishPoint® autodisable syringes in the international market in addition to our other products.

 

2.                          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Accounting estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ significantly from those estimates.

 

Cash and cash equivalents

 

For purposes of reporting cash flows, cash and cash equivalents include unrestricted cash, restricted cash, the proceeds subject to a stipulation, money market accounts, and investments with original maturities of three months or less.

 

Restricted cash

 

Amounts pledged as collateral for an underlying letter of credit for equipment is classified as restricted cash.  Changes in restricted cash have been presented as investing activities in the Statements of Cash Flows.

 

Accounts receivable

 

The Company records trade receivables when revenue is recognized.  No product has been consigned to customers.  The Company’s allowance for doubtful accounts is primarily determined by review of specific trade receivables.  Those accounts that are doubtful of collection are included in the allowance.  This provision is reviewed to determine the adequacy of the allowance for doubtful accounts.  Trade receivables are charged off when there is certainty as to their being uncollectible.  Trade receivables are considered delinquent when payment has not been made within contract terms.

 

The Company requires certain customers to make a prepayment prior to beginning production or shipment of their order.  Customers may apply such prepayments to their outstanding invoices or pay the invoice and continue to carry forward the deposit for future orders.  Such amounts are included in Other accrued liabilities on the Balance Sheets and are shown in Note 6, Other Accrued Liabilities.

 

The Company records an allowance for estimated returns as a reduction to Accounts receivable and Gross sales.  Historically, returns have been immaterial.

 

F-9



Table of Contents

 

Inventories

 

Inventories are valued at the lower of cost or market, with cost being determined using actual average cost.  The Company compares the average cost to the market price and records the lower value.  Management considers such factors as the amount of inventory on hand and in the distribution channel, estimated time to sell such inventory, the shelf life of inventory, and current market conditions when determining excess or obsolete inventories.  A reserve is established for any excess or obsolete inventories or they may be written off.

 

Property, plant, and equipment

 

Property, plant, and equipment are stated at cost.  Expenditures for maintenance and repairs are charged to operations as incurred.  Cost includes major expenditures for improvements and replacements which extend useful lives or increase capacity and interest cost associated with significant capital additions.  There was no capitalized interest for the year ended December 31, 2014.  For the years ended December 31, 2013 and 2012, the Company capitalized interest of approximately $10,474 and $36,596, respectively.  Gains or losses from property disposals are included in income.

 

Depreciation and amortization are calculated using the straight-line method over the following useful lives:

 

Production equipment

 

3 to 13 years

Office furniture and equipment

 

3 to 10 years

Buildings

 

39 years

Building improvements

 

15 years

Automobiles

 

7 years

 

Long-lived assets

 

The Company assesses the recoverability of long-lived assets using an assessment of the estimated undiscounted future cash flows related to such assets.  In the event that assets are found to be carried at amounts which are in excess of estimated gross future cash flows, the assets will be adjusted for impairment to a level commensurate with fair value determined using a discounted cash flow analysis of the underlying assets.

 

The Company’s property, plant, and equipment primarily consist of buildings, land, assembly equipment for syringes, molding machines, molds, office equipment, furniture, and fixtures.

 

Intangible assets

 

Intangible assets are stated at cost and consist primarily of intellectual property which is amortized using the straight-line method over 17 years.

 

Financial instruments

 

The Company estimates the fair market value of financial instruments through the use of public market prices, quotes from financial institutions, and other available information.  Judgment is required in interpreting data to develop estimates of market value and, accordingly, amounts are not necessarily indicative of the amounts that could be realized in a current market exchange.  Short-term financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and other liabilities, consist primarily of instruments without extended maturities, the fair value of which, based on Management’s estimates, equals their recorded values.  The fair value of long-term liabilities, based on Management’s estimates, approximates their reported values.

 

F-10



Table of Contents

 

Concentration risks

 

The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable.  Cash balances, some of which exceed federally insured limits, are maintained in financial institutions; however, Management believes the institutions are of high credit quality.  The majority of accounts receivable are due from companies which are well-established entities.  As a consequence, Management considers any exposure from concentrations of credit risks to be limited.

 

The following table reflects our significant customers in 2014, 2013, and 2012:

 

 

 

Years Ended December 31,

 

 

 

2014

 

2013

 

2012

 

Number of significant customers

 

3

 

2

 

3

 

Aggregate dollar amount of net sales to significant customers

 

$

16.5 million

 

$

9.3 million

 

$

13.7 million

 

Percentage of net sales to significant customers

 

47.9

%

30.2

%

40.6

%

 

Considering the current economic climate, the Company increased its allowance for doubtful accounts by approximately $27,300 this year.

 

The Company manufactures syringes in Little Elm, Texas as well as utilizing manufacturers in China.  The Company purchases most of its product components from single suppliers, including needle adhesives and packaging materials.  There are multiple sources of these materials.  The Company obtained roughly 73.1% of its VanishPoint® finished products in 2014 from a Chinese manufacturer.  Purchases from a Chinese manufacturer aggregated 72.9% and 72.0% of VanishPoint® finished products in 2013 and 2012, respectively.  In the event that the Company becomes unable to purchase products from its Chinese manufacturer, the Company would need to find an alternate manufacturer for its 0.5mL insulin syringe, its 2mL, 5mL, and 10mL syringes and its autodisable syringe and increase domestic production for 1mL and 3mL syringes.

 

Revenue recognition

 

Revenue is recognized for sales when title and risk of ownership passes to the customer, generally upon shipment.  Under certain contracts, revenue is recorded on the basis of sales price to distributors, less contractual pricing allowances.  Contractual pricing allowances consist of: (i) rebates granted to distributors who provide tracking reports which show, among other things, the facility that purchased the products, and (ii) a provision for estimated contractual pricing allowances for products for which the Company has not received tracking reports.  Rebates are recorded when issued and are applied against the customer’s receivable balance.  Distributors receive a rebate for the difference between the Wholesale Acquisition Cost and the appropriate contract price as reflected on a tracking report provided by the distributor to the Company. If product is sold by a distributor to an entity that has no contract, there is a standard rebate (lower than a contracted rebate) given to the distributor.  One of the purposes of the rebate is to encourage distributors to submit tracking reports to the Company. The provision for contractual pricing allowances is reviewed at the end of each quarter and adjusted for changes in levels of products for which there is no tracking report.  Additionally, if it becomes clear that tracking reports will not be provided by individual distributors, the provision is further adjusted.  The estimated contractual allowance is included in Accounts payable in the Balance Sheets and deducted from revenues in the Statements of Operations.  Accounts payable included estimated contractual allowances for $4,160,099 and $3,611,692 for 2014 and 2013, respectively.  The terms and conditions of contractual pricing allowances are governed by contracts between the Company and its distributors.  Revenue for shipments directly to end-users is recognized when title and risk of ownership pass from the Company.  Any product shipped or distributed for evaluation purposes is expensed.

 

Certain distributors have taken rebates to which they are not entitled, such as utilizing a rebate for products not purchased directly from the Company.  Major customers said they have ceased the practices resulting in claiming non-contractual rebates.  Rebates can only be claimed on purchases made directly from the

 

F-11



Table of Contents

 

Company. The Company has established a reserve for the collectability of these non-contractual rebate amounts.  The expense for the reserve is recorded in Operating expense, General and administrative.  The reserve for such non-contractual deductions is included in the allowance for doubtful accounts.  There has been no change to the reserve for contractual rebates in the periods currently presented.

 

The Company’s domestic return policy is set forth in its standard Distribution Agreement.  This policy provides that a customer may return incorrect shipments within 10 days following arrival at the distributor’s facility.  In all such cases the distributor must obtain an authorization code from the Company and affix the code to the returned product.  The Company will not accept returned goods without a returned goods authorization number.  The Company may refund the customer’s money or replace the product.

 

The Company’s domestic return policy also generally provides that a customer may return product that is overstocked.  Overstocking returns are limited to two times in each 12-month period up to 1% of distributor’s total purchase of products for the prior 12-month period.  All product overstocks and returns are subject to inspection and acceptance by the Company.

 

The Company’s international distribution agreements generally do not provide for any returns.

 

Litigation proceeds

 

Proceeds from litigation are recognized when realizable.  Generally, realization is not reasonably assured and expected until proceeds are collected; however, see Note 8, COMMITMENTS AND CONTINGENCIES, for a discussion of proceeds received from Becton Dickinson and Company (“BD”) pursuant to a stipulation in the patent infringement case Retractable Technologies, Inc. and Thomas Shaw v. Becton Dickinson and Company, Civil Action No. 2:07-cv-250, in the U.S. District Court for the Eastern District of Texas, Marshall Division.

 

Income taxes

 

The Company evaluates tax positions taken or expected to be taken in a tax return for recognition in the financial statements based on whether it is “more-likely-than-not” that a tax position will be sustained based upon the technical merits of the position.  Measurement of the tax position is based upon the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

 

The Company provides for deferred income taxes through utilizing an asset and liability approach for financial accounting and reporting based on the tax effects of differences between the financial statement and tax bases of assets and liabilities, based on enacted rates expected to be in effect when such differences reverse in future periods.  Deferred tax assets are periodically reviewed for realizability.  The Company utilized some of its net operating loss carry forwards in 2013 and paid Alternative Minimum Tax on its taxable income.  The Company has established a valuation allowance for its net deferred tax asset as future taxable income cannot be reasonably assured.  Penalties and interest related to income tax are classified as General and administrative expense and Interest expense, respectively, in the Statements of Operations.

 

Earnings per share

 

The Company computes basic earnings per share (“EPS”) by dividing net earnings for the period (adjusted for any cumulative dividends for the period) by the weighted average number of common shares outstanding during the period.  Diluted EPS includes the determinants of basic EPS and, in addition, reflects the dilutive effect, if any, of the common stock deliverable pursuant to stock options or common stock issuable upon the conversion of convertible preferred stock.  The calculation of diluted EPS excluded 1,774,520 and 1,305,847 shares of Common Stock underlying issued and outstanding stock options at December 31, 2014 and 2013, respectively, as their effect was antidilutive.  The potential dilution, if any, is shown on the following schedule:

 

F-12



Table of Contents

 

 

 

Years Ended December 31,

 

 

 

2014

 

2013

 

2012

 

Net loss

 

$

(2,354,605

)

$

(6,213,852

)

$

(4,132,892

)

Preferred dividend requirements

 

(915,225

)

(916,065

)

(918,108

)

Loss applicable to common shareholders after assumed conversions

 

$

(3,269,830

)

$

(7,129,917

)

$

(5,051,000

)

Average common shares outstanding

 

27,375,450

 

26,999,698

 

26,219,728

 

Average common and common equivalent shares outstanding - assuming dilution

 

27,375,450

 

26,999,698

 

26,219,728

 

Basic loss per share

 

$

(0.12

)

$

(0.26

)

$

(0.19

)

Diluted loss per share

 

$

(0.12

)

$

(0.26

)

$

(0.19

)

 

Shipping and handling costs

 

The Company classifies shipping and handling costs as part of Cost of sales in the Statements of Operations.

 

Research and development costs

 

Research and development costs are expensed as incurred.

 

Share-based compensation

 

The Company’s share-based payments are accounted for using the fair value method.  The Company records share-based compensation expense on a straight-line basis over the requisite service period.  The Company incurred $52,775 in General and administrative cost related to share-based compensation in 2013.  No other departments or years incurred share-based compensation costs.

 

All stock options are fully vested; therefore, all stock option expense has been fully recognized.

 

Recent Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”, which provides guidance for revenue recognition.  This ASU’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects consideration to which the company expects to be entitled in exchange for those goods or services.  This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract.  ASU No. 2014-09 allows for either full retrospective or modified retrospective adoption.  The ASU will be effective commencing with the Company’s quarter ending March 31, 2017.  The Company is currently assessing the potential impact of this ASU on its financial statements.

 

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements Going Concern (Subtopic 205-40) — Disclosure of Uncertainties about and Entity’s Ability to Continue as a Going Concern”.  Currently there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern. This ASU requires management to assess the entity’s ability to continue as a going concern.  This guidance is effective for the Company’s annual reporting period ending December 31, 2016 and for subsequent interim periods.  Early adoption is permitted.  The Company expects to adopt this guidance when effective, and upon adoption, will evaluate going concern based on this guidance.

 

In June 2014, the FASB issued ASU 2014-12, “Compensation — Stock Compensation (Topic 718): Accounting for Shared Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period (a consensus of the FASB Emerging Issues Task

 

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Force)”.  ASU 2014-12 is effective for the Company’s annual periods and interim periods within those annual periods beginning January 1, 2016.  The Company is assessing the impact, if any, to its financial statements.