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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Accounting estimates

 

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

 

Cash and cash equivalents

 

For purposes of reporting cash flows, cash and cash equivalents include cash, money market accounts, and investments with original maturities of three months or less.

 

Accounts receivable

 

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 Allowance for Bad Debt was $102 thousand as of December 31, 2017 and also $102 thousand as of June 30, 2018.

 

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 Condensed Balance Sheets and are shown in Note 5, 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.

 

Inventories

 

Inventories

 

Inventories are valued at the lower of cost or net realizable value, with cost being determined using actual average cost.  The Company compares the average cost to the net realizable value and records the lower value.  Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  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

 

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.  Gains or losses from property disposals are included in income.

 

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

 

Long-lived assets

 

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 or appraised value of the underlying assets.

 

Financial instruments

 

Financial instruments

 

The Company estimates the fair 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 fair 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.

 

Concentration risks

 

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 for the first quarters of 2018 and 2017:

 

 

 

Six Months
ended
June 30, 2018

 

Six Months
ended
June 30, 2017

 

Three Months
ended
June 30, 2018

 

Three Months
ended
June 30, 2017

Number of significant customers

 

2

 

1

 

2

 

2

Aggregate dollar amount of net sales to significant customers

 

$6.3 million

 

$4.1 million

 

$3.1 million

 

$3.1 million

Percentage of net sales to significant customers

 

41.8%

 

28.0%

 

41.6%

 

40.2%

 

The Company manufactures some of its products in Little Elm, Texas as well as utilizing manufacturers in China.  The Company obtained roughly 87.8% and 89.1% of its products in the first six months of 2018 and 2017, respectively, from its Chinese manufacturers.  Purchases from Chinese manufacturers aggregated 90.8% and 90.1% of products in the three month periods ended June 30, 2018 and 2017, respectively.  In the event that the Company becomes unable to purchase products from its Chinese manufacturers, the Company would need to find an alternate manufacturer for its blood collection set, IV catheter, Patient Safe® syringe, 0.5mL insulin syringe, 0.5mL autodisable syringe, and 2mL, 5mL, and 10mL syringes and would increase domestic production for the 1mL and 3mL syringes.

 

Revenue recognition

 

Revenue recognition

 

Revenue is recognized for sales when title and risk of ownership passes to the customer, generally upon shipment.  When title and risk of ownership have passed to the customer, the Company has satisfied all performance obligations to the customer.  Payments from customers with approved credit terms are typically due 30 days from the invoice date.  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 Condensed Balance Sheets and deducted from revenues in the Condensed Statements of Operations.  Accounts payable included estimated contractual allowances for $3,504,794 and $4,115,628 as of June 30, 2018 and December 31, 2017, 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.  End-users do not receive any contractual allowances on their purchases.  Any product shipped or distributed for evaluation purposes is expensed.

 

The Company provides product warranties that: i) the products are fit for medical use as generally defined within the boundaries of United States FDA approval; ii) the products are not defective; and iii) the products will conform to the descriptions set forth in their respective labeling, provided that they are used in accordance with such labeling and the Company’s written directions for use.  The Company has historically not incurred significant warranty claims.

 

The Company’s domestic return 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’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.

 

Disaggregated information of revenue recognized from contracts with customers are as follows:

 

 

 

 

For the three months ended June 30, 2018:

Geographic Segment

 

 

Syringes

 

 

Blood
Collection
Products

 

 

EasyPoint®
Needles

 

 

Other
Products

 

 

Total
Product
Sales

U.S. sales

 

$

5,379,139

 

$

289,841

 

$

632,784

 

$

18,599

 

$

6,320,363

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

 

 

768,016

 

 

2,510

 

 

 

 

 

 

770,526

Other international sales

 

 

350,074

 

 

20,774

 

 

456

 

 

12,800

 

 

384,104

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

6,497,229

 

$

313,125

 

$

633,240

 

$

31,399

 

$

7,474,993

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30, 2017:

Geographic Segment

 

 

Syringes

 

 

Blood
Collection
Products

 

 

EasyPoint®
Needles

 

 

Other
Products

 

 

Total
Product
Sales

U.S. sales

 

$

5,486,154

 

$

334,950

 

$

216,753

 

$

17,287

 

$

6,055,144

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

 

 

1,328,310

 

 

519

 

 

 

 

2,200

 

 

1,331,029

Other international sales

 

 

252,690

 

 

2,954

 

 

 

 

4,300

 

 

259,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

7,067,154

 

$

338,423

 

$

216,753

 

$

23,787

 

$

7,646,117

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2018:

Geographic Segment

 

 

Syringes

 

 

Blood
Collection
Products

 

 

EasyPoint®
Needles

 

 

Other
Products

 

 

Total
Product
Sales

U.S. sales

 

$

11,643,328

 

$

524,926

 

$

716,069

 

$

33,020

 

$

12,917,343

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

 

 

1,792,220

 

 

8,565

 

 

252

 

 

900

 

 

1,801,937

Other international sales

 

 

391,374

 

 

23,534

 

 

456

 

 

13,150

 

 

428,514

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

13,826,922

 

$

557,025

 

$

716,777

 

$

47,070

 

$

15,147,794

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2017:

Geographic Segment

 

 

Syringes

 

 

Blood
Collection
Products

 

 

EasyPoint®
Needles

 

 

Other
Products

 

 

Total
Product
Sales

U.S. sales

 

$

11,240,853

 

$

512,857

 

$

216,753

 

$

32,537

 

$

12,003,000

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

 

 

1,635,082

 

 

1,244

 

 

 

 

191,234

 

 

1,827,560

Other international sales

 

 

712,233

 

 

12,154

 

 

 

 

14,850

 

 

739,237

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

13,588,168

 

$

526,255

 

$

216,753

 

$

238,621

 

$

14,569,797

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

Income taxes

 

The Tax Cuts and Job Act (“the Act”) was enacted on December 22, 2017, and the U.S. federal corporate tax rate was reduced from 35% to 21%.  U.S. generally accepted accounting principles require companies to account for the effects of changes in income tax rates and laws in the period the change is enacted. Financial results, including provisional amounts, have been calculated for the income tax effects of the change. The U.S. Securities and Exchange Commission issued Staff Accounting Bulletin 118 (SAB 118) allowing companies to use provisional estimates to record the effects of the Act.  SAB 118, as codified by Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2018-05 “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SEC Update),” allows companies to complete accounting for these effects no later than one year from the enactment date of the Act.

 

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 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 Condensed Statements of Operations.  Such expenses are not material.

 

Earnings per share

 

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 27,425 and 147,775 shares of Common Stock underlying issued and outstanding stock options at June 30, 2018 and June 30, 2017, respectively, as their effect was antidilutive.  The potential dilution, if any, is shown on the following schedule:

 

 

 

Three Months
Ended
June 30, 2018

 

 

Three Months
Ended
June 30, 2017

 

 

Six Months
Ended
June 30, 2018

 

 

Six Months
Ended
June 30, 2017

 

Net loss

$

(947,706

)

$

(1,349,346

)

$

(1,126,990

)

$

(2,539,291

)

Preferred dividend requirements

 

(176,249

)

 

(176,249

)

 

(352,498

)

 

(352,498

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss applicable to common shareholders after assumed conversions

$

(1,123,955

)

$

(1,525,595

)

$

(1,479,488

)

$

(2,891,789

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Average common shares outstanding

 

32,666,454

 

 

31,666,454

 

 

32,666,454

 

 

31,499,787

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average common and common equivalent shares outstanding - assuming dilution

 

32,666,454

 

 

31,666,454

 

 

32,666,454

 

 

31,499,787

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic loss per share

$

(0.03

)

$

(0.05

)

$

(0.05

)

$

(0.09

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted loss per share

$

(0.03

)

$

(0.05

)

$

(0.05

)

$

(0.09

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shipping and handling costs

 

Shipping and handling costs

 

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

 

Research and development costs

 

Research and development costs

 

Research and development costs are expensed as incurred.

 

Share based compensation

 

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 the following share based compensation costs:

 

 

 

 

Three Months
Ended
June 30, 2018

 

 

Three Months
Ended
June 30, 2017

 

 

Six Months
Ended
June 30, 2018

 

 

Six Months
Ended
June 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

$

 

$

98,356

 

$

$

 

196,117

 

Sales and marketing

 

 

 

 

51,993

 

 

 

 

104,677

 

Research and development

 

 

 

 

16,407

 

 

 

 

32,715

 

General and administrative

 

 

 

 

68,655

 

 

 

 

136,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

$

235,411

 

$

$

 

470,309

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Proceeds

 

Insurance Proceeds

 

Receipts from insurance up to the amount of any loss recognized by the Company are considered recoveries.  Any such recoveries are recorded when they are received.  Insurance recoveries are not recognized as a component of earnings (loss) from operations until all repairs are made.

 

Recently Adopted Pronouncements and Recently Issued Pronouncements

 

Recently Adopted Pronouncements

 

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”.  These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The updated guidance was effective for the Company’s quarter ended March 31, 2018.  The adoption of ASU 2016-18 did not have a material effect on the Company’s financial statements as the Company currently holds no restricted cash or restricted cash equivalents.

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Payments” (ASU 2016-15), clarifying guidance on the classification of certain cash receipts and payments in the statement of cash flows.  This ASU was effective for the Company’s quarter ended March 31, 2018.  The adoption of ASU 2016-15 did not have a material impact on the Company’s financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, as well as several subsequently issued clarifying amendments, 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, as amended, was effective commencing with the Company’s quarter ended March 31, 2018.  The Company adopted this amended guidance on a Modified Retrospective basis in the first quarter of 2018.  The adoption of this ASU had no impact on the opening balance of retained earnings.  The Company applied the guidance of ASU No. 2014-09, as amended, to those contracts that were not completed as of January 1, 2018.  In implementing the guidance of ASU 2014-09, as amended, the Company applied the practical expedients of FASB ASU No. 2016-12 “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.”  Under ASU 2016-12, the Company applies the guidance of ASU 2014-09, as amended, to a portfolio of contracts with similar characteristics, as opposed to individual contracts, as applying the guidance to the portfolio does not materially differ from applying the guidance to individual contracts.  In addition, the Company accounts for shipping and handling as activities to fulfill the promise to transfer goods to a customer as opposed to a performance obligation.  Historically, freight and handling activities billed to customers have not been material.

 

Recently Issued Pronouncements

 

In June 2016, the FASB issued Accounting Standards Update 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”.  Among other things, these amendments require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.  Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses.  This ASU is effective for the Company’s quarter ending March 31, 2020 with early application permitted for the Company’s quarter ending March 31, 2019.  The Company is currently assessing the impact that adoption of this guidance will have on its financial statements and related disclosures.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. Under the ASU, as amended, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the guidance, lessor accounting is largely unchanged. The lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.  The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented.  This ASU, as amended, is effective for the Company’s quarter ending March 31, 2019, with early adoption permitted. The Company is currently evaluating the various accounting policy elections associated with this ASU, as amended, including transition methods and practical expedients, identifying contracts for evaluation, and reviewing contracts to determine if they contain leases.  The Company expects to complete these procedures before the end of the year and determine any transition adjustments.