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, the impact of
COVID-19 on all facets of logistics and operations, as well as costs, our
ability to complete capital improvements and ramp up domestic production in
response to government agreements, potential tariffs, our ability to maintain
liquidity, our maintenance of patent protection, our ability to maintain
favorable third party manufacturing and supplier arrangements and relationships,
foreign trade risk, our ability to access the market, production costs, 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 in Part II. Given these uncertainties, undue reliance
should not be placed on forward-looking statements.
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MATERIAL CHANGES IN FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We have been manufacturing and marketing our products since 1997. VanishPoint®
syringes comprised 80.8% of our sales in the first six months of 2020. We also
manufacture and market the EasyPoint® needle, 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 associated with
catheter hub contamination.
In the second quarter of 2016, we began selling the EasyPoint® needle.
EasyPoint® needles made up 10.6% of revenues for the six months ended June 30,
2020. The EasyPoint® is a retractable needle that can be used with Luer lock
syringes, Luer slip syringes, and prefilled syringes to give injections. The
EasyPoint® needle can also be used to aspirate fluids and collect blood.
Our products have been and continue to be distributed nationally and
internationally through numerous distributors.
Historically, unit sales have increased in the latter part of the year due, in
part, to the demand for syringes during the flu season.
On May 1, 2020, we were awarded a delivery order under an existing contract by
the Department of Health and Human Services of the United States to supply
automated retraction safety syringes. The total fixed price under the delivery
order is $83,788,440. The existing contract was executed in September 2018, but
the order placed on May 1, 2020 is unusually significant. In the second quarter
of 2020, our sales under this order were approximately $1.4 million and we
expect such sales to increase each quarter through May 2021.
Effective July 1, 2020, we entered into a Technology Investment Agreement
("TIA") with the United States Government Department of Defense, U.S. Army
Contracting Command-Aberdeen Proving Ground, Natick Contracting Division &
Edgewood Contracting Division (ACC-APG, NCD & ECD) on behalf of the Biomedical
Advanced Research and Development Authority (BARDA) ("Government") for
$53,664,286 in government funding for expanding our domestic production of
needles and syringes. Pursuant to the terms of the TIA, we are expecting to make
significant additions to our facilities which should allow us to increase
domestic production. Additionally, the TIA provides for reimbursement for
equipment and supplies. To date, we have negotiated contracts for the purchase
of automated assembly equipment, as well as portions of auxiliary equipment for
approximately $20 million. There are ongoing contract negotiations for
additional auxiliary equipment as well as molds and molding machines. We have
also engaged architects and general construction contractors for the completion
of controlled environment facilities and additional warehousing facilities. The
expanded facilities consist of approximately 27,800 square feet of additional
controlled environment within existing properties and new construction of
approximately 55,000 square feet of new warehouse space in conjunction with the
overall production capacity expansion.
On April 17, 2020, we entered into a promissory note in the principal amount of
$1,363,000 (the "PPP Loan") in favor of Independent Bank (the "Lender") pursuant
to the Paycheck Protection Program (the "PPP") of the Coronavirus Aid, Relief,
and Economic Security Act, administered by the U.S. Small Business
Administration ("SBA"). The PPP Loan matures on April 17, 2022 and bears
interest at a rate of 1.0% per annum. Commencing November 17, 2020, we may be
required to pay the Lender equal monthly payments of principal and interest as
necessary to fully amortize the principal amount outstanding by the maturity
date. PPP loan recipients can apply for and be granted forgiveness for all or a
portion of the loan granted under the PPP. We have not yet applied for
forgiveness and we cannot be certain of the amount, if any, which may be
forgiven.
In late April 2020, we invested approximately $2 million in individual stocks
within the energy sector. The investment represents approximately 27% of our
overall investment position as of June 30, 2020. The investment in these equity
securities is highly liquid. We continually monitor our invested balances. The
unrealized gain on these investments was approximately $900 thousand dollars in
the second quarter of 2020.
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Product purchases from our Chinese manufacturers have enabled us to increase
manufacturing capacity with little capital outlay and have provided a
competitive manufacturing cost. In the first six months of 2020, our Chinese
manufacturers produced approximately 83.5% of our products. Despite the global
disruption of the coronavirus pandemic, we have not experienced a significant
disruption to our supply chain. In the event that we become unable to purchase
products from our Chinese manufacturers, we would need to find an alternate
manufacturer for the blood collection set, IV catheter, Patient Safe® syringe,
0.5mL insulin syringe, 0.5mL autodisable syringe, and 2mL, 5mL, and 10mL
syringes and we would increase domestic production for the 1mL and 3mL syringes
and EasyPoint® needles.
In 1995, we entered into a license agreement with Thomas J. Shaw for the
exclusive right to manufacture, market, and distribute products utilizing his
patented automated retraction technology and other patented 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 of products subject to the license and he receives
fifty percent (50%) of the royalties paid to us by certain sublicensees of the
technology subject to the license.
With increased volumes, our manufacturing unit costs have generally tended to
decline. Factors that could affect our unit costs include possible tariffs,
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. Decreases in
costs of petroleum products during the first six months of 2020 have reduced
certain raw material costs.
RESULTS OF OPERATIONS
The following discussion may contain 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 any forward-looking statements. Dollar amounts have been
rounded for ease of reading. All period references are to the periods ended June
30, 2020 or 2019.
Comparison of Three Months Ended June 30, 2020 and June 30, 2019
Domestic sales accounted for 81.5% and 83.2% of the revenues, excluding product
licensing fees, for the three months ended June 30, 2020 and 2019, respectively.
Domestic revenues increased 20.1% principally due to the increase in units sold.
Domestic unit sales increased 25.4%. Domestic unit sales were 78.7% of total
unit sales for the three months ended June 30, 2020. International revenue and
unit sales increased 35.6% and 25.2%, respectively, due to increased orders. Our
international orders may be subject to significant fluctuation over time and
there is limited predictability with respect to the timing of international
orders. Overall unit sales increased 25.3%. With the exception of the Department
of Health and Human Services, our increased sales are predominantly attributable
to existing customers. Despite the global disruption of the pandemic, none of
the markets in which we sell our products have experienced material decline. Our
sales to the Department of Health and Human Services in the quarter ended June
20, 2020 were approximately $1.4 million and we expect such sales to increase
each quarter through May 2021.
The Cost of manufactured product increased by 21.1% principally due to the
increase in the volume of units sold. Profit margins can fluctuate depending
upon, among other things, the cost of manufactured product and the capitalized
cost of product recorded in inventory, as well as product sales mix. Royalty
expense increased 2.7% due to increased gross sales.
Gross profit increased 25.3% primarily due to the increase in net revenues.
Operating expenses increased 4.3%. The increase was due to employee expenses
such as added payroll and related costs and consulting fees.
Our operating income was $960 thousand compared to an operating income of $329
thousand for the same period last year due primarily to the increase in net
revenues and resulting gross profit.
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Interest and other income increased $1.0 million for the quarter ended June 30,
2020 compared to the same period last year principally due to a $900 thousand
unrealized gain from an April 2020 investment in individual energy stocks. In
addition to our operating income, our increase in Interest and other income
contributed significantly to our increase in net income for the second quarter
of 2020.
Our effective tax rate on the income before income taxes was (85.1)% and 0.9%
for the three months ended June 30, 2020 and June 30, 2019, respectively. As of
June 30, 2020, we released our valuation allowance for deferred tax assets based
on evidence supporting the position that the potential benefit would be
"more-likely-than-not" realized. As a result of the release of the valuation
allowance, we recognized approximately $1.8 million in deferred tax assets and
recognized the corresponding amount as a beneficial income tax provision. The
recognition of the benefit and deferred tax asset is reflected in the second
quarter of 2020.
Comparison of Six Months Ended June 30, 2020 and June 30, 2019
Domestic sales accounted for 78.0% and 80.5% of the revenues, excluding product
licensing fees, for the six months ended June 30, 2020 and 2019, respectively.
Domestic revenues increased 27.0% principally due to the increase in units sold.
Domestic unit sales increased 27.8%. Domestic unit sales were 72.6% of total
unit sales for the six months ended June 30, 2020. International revenue and
unit sales increased 48.5% and 41.6%, respectively, due to increased orders and
the timing of the same. Our international orders may be subject to significant
fluctuation over time and there is limited predictability with respect to the
timing of international orders. Overall unit sales increased 31.3%. As discussed
above, our sales to the Department of Health and Human Services contributed
significantly to our second quarter results for 2020.
The Cost of manufactured product increased by 30.8% principally due to the
increase in the volume of units sold. Profit margins can fluctuate depending
upon, among other things, the cost of manufactured product and the capitalized
cost of product recorded in inventory, as well as product sales mix. Royalty
expense increased 14.4% due to increased gross sales.
Gross profit increased 32.9% primarily due to the increase in net revenues.
Operating expenses increased 9.4%. The increase was due to an increase in
employee headcount and related costs as well as consulting fees and an increase
in the allowance for doubtful accounts.
Our operating income was $1.4 million compared to an operating income for the
same period last year of $154 thousand due primarily to increased net revenues
and resulting gross profit.
Interest and other income for the first six months of 2020 increased $767
thousand compared to the same period last year principally due to unrealized
gain on investments. As discussed above, our investment in individual stocks in
April 2020 contributed significantly to this increase.
Our effective tax rate on the income (loss) before income taxes was (74.8)% and
1.31% for the six months ended June 30, 2020 and June 30, 2019, respectively. As
of June 30, 2020, we released our valuation allowance for deferred tax assets
based on evidence supporting the position that the potential benefit would be
"more-likely-than-not" realized. As a result of the release of the valuation
allowance, we recognized approximately $1.8 million in deferred tax assets and
recognized the corresponding amount as a beneficial income tax provision. The
recognition of the benefit and deferred tax asset is reflected in the second
quarter of 2020.
Discussion of Balance Sheet and Statement of Cash Flow Items
Cash comprises 11.3% of total assets. Working capital was $24.5 million at June
30, 2020, an increase of $4.3 million from December 31, 2019.
Cash provided by operations was $212 thousand for the six months ended June 30,
2020 due primarily to net income for the period, offset by an increase in
accounts receivable and inventories, and the increase in accounts payable.
Cash used by investing activities was $2.5 million for the six months ended June
30, 2020 due primarily to the purchase of additional equity securities.
Cash provided by financing activities was $1.7 million for the six months ended
June 30, 2020. This was primarily due to the proceeds of the PPP Loan and
proceeds from the exercise of stock options.
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LIQUIDITY
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
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. Some international sales of
our products are shipped directly from China to the customer. 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.
Seasonality
Historically, unit sales have increased during the flu season.
Cash Requirements
We have sufficient cash reserves, recently received a PPP loan, and have begun
to realize profits from operations. We also have access to our investments which
have increased in value materially in the second quarter of 2020, which may be
liquidated in the event that we need to access the funds for operations.
Contracts with the U.S. Government
As discussed above, we were awarded a material delivery order by the Department
of Health and Human Services of the United States in the total amount of
approximately $83.8 million. In the second quarter of 2020, our sales under this
order were approximately $1.4 million and we expect such sales to increase each
quarter through May 2021.
As discussed above, we entered into a TIA with United States government for
approximately $53.7 million in Government funding for expanding our domestic
production of needles and syringes. Pursuant to the terms of the TIA, we are
expecting to make significant additions to our facilities which should allow us
to increase domestic production.
Option Exercises
Stock options were exercised by our employees and directors at various dates
during the quarter ended June 30, 2020, and, consequently, we received
approximately $627 thousand to exercise such options.
External Sources of Liquidity
We recently received a PPP Loan, as described above, in the principal amount of
$1,363,000. PPP loan recipients can apply for and be granted forgiveness for all
or a portion of the loan granted under the PPP. We have not yet applied for
forgiveness and we cannot be certain of the amount, if any, which may be
forgiven.
We may obtain a construction loan for the construction of new facilities in
connection with our expansion plans in connection with the TIA.
It is unlikely we would choose to raise funds by the public sale of equity
despite recent increases in the value of our stock. Our stock price increased
materially during the second quarter of 2020. The closing price per share on
April 1, 2020 was $1.25 and it was $7.02 on June 30, 2020. On August 3, 2020,
our stock price closed at $12.09 per share.
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We consider our investment portfolio a source of liquidity as well. As of June
30, 2020, $10.8 million was invested in third party securities. We have
experienced recent unrealized gains in our portfolio, including highly liquid
individual stocks.
CAPITAL RESOURCES
There were no material commitments for capital expenditures in the second
quarter of 2020. Since the execution of the TIA on July 1, 2020, we have been
planning significant expansion to our facilities. We have engaged architects and
general construction contractors for the completion of controlled environment
facilities and additional warehousing facilities. The expanded facilities
consist of approximately 27,800 square feet of additional controlled environment
within existing properties and new construction of approximately 55,000 square
feet of new warehouse space in conjunction with the overall production capacity
expansion. We have also contracted for additional automated assembly equipment,
along with necessary auxiliary equipment.
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