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.
MATERIAL CHANGES IN FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We have been manufacturing and marketing our products since 1997. VanishPoint®
syringes comprised 82.3% of our sales in the first nine 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 12.0% of revenues for the nine months ended September
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. Experts and industry
professionals predicted that flu shots would be critical for the public in the
2020 flu season because of the continuing COVID-19 pandemic. Although our
domestic sales outside of the HHS Order increased approximately 40% during the
three months ended September 30, 2020, we cannot determine what percent of the
increased sales were attributable to flu shots versus preparation for a COVID-19
vaccine.
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 "HHS Order"). 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 third quarter of 2020, our sales under this order were approximately $12.9
million and we expect such sales to increase each quarter through May 2021. We
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understand that the purpose of the HHS Order is to provide syringes for the
COVID-19 vaccine, when available. Additionally, in October 2020, the contract
value was increased by $10 million when the U.S. government agreed to expedite
freight into our facilities by paying for airfreight costs from China.
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. As of early November 2020, we have negotiated contracts
for the purchase of automated assembly equipment, molds, and molding equipment,
as well as portions of auxiliary equipment, for approximately $38 million. We
have engaged architects and general construction contractors for the completion
of new 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. The estimated cost
of the controlled environment within existing properties is $6 million, and
construction of the new warehouse is estimated to be $5.8 million. The cost of
the controlled environment will be funded by the Government under the TIA, while
the cost of the new warehouse will be our financial obligation. Building permits
were obtained for both buildings in October 2020. The scheduled completion dates
for the construction are within the second quarter of 2021.
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.
As detailed in Note 4 to the financial statements, we held $6.7 million in debt
and equity securities as of September 30, 2020, which represents 14.3% of our
current assets. During the third quarter of 2020, we liquidated a portion of our
investment portfolio (approximately $4.0 million) for operational needs. We
continually monitor our invested balances.
During the third quarter of 2020, we hired 15 new full-time employees,
predominantly as production line workers, and terminated several back office
employees. We also moderately increased non-executive pay. The net effect of
these actions caused a net increase of approximately $150 thousand in our
operating expenses for the quarter ended September 30, 2020.
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 nine months of 2020, our Chinese
manufacturers produced approximately 82.2% 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. Regardless of vendor availability, we expect to increase
our domestic syringe production capacity at our facilities pursuant to the plans
outlined in the TIA.
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
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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 nine 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
September 30, 2020 or 2019.
Comparison of Three Months Ended September 30, 2020 and September 30, 2019
Domestic sales, including sales to the U.S. government, accounted for 94.2% and
77.7% of the revenues for the three months ended September 30, 2020 and 2019,
respectively. Domestic revenues increased 182.3% principally due to the increase
in units sold. Domestic unit sales increased 151.7%. Domestic unit sales were
90.6% of total unit sales for the three months ended September 30, 2020.
Domestic sales excluding the HHS Order rose approximately 40%. International
revenue and unit sales decreased 39.7% and 41.3%, representing a return to
normal levels after the unusually high volumes in 2019. 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 92.2%. Other than the Department of Health and Human Services,
our increased sales are predominantly attributable to existing customers as well
as several new smaller customers who do not operate as distributors. Our sales
under the HHS Order in the quarter ended September 30, 2020 were approximately
$12.9 million and we expect such sales to increase each quarter through May
2021.
The Cost of manufactured product increased by 67.0% 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 79.6% due to increased gross sales.
Gross profit increased 267.0% primarily due to the increase in net revenues.
Operating expenses increased 24.8%. The increase was due to employee expenses
such as added payroll and related costs and consulting fees.
Our income from operations was $10.3 million compared to an operating income of
$978 thousand for the same period last year due primarily to the increase in net
revenues and resulting gross profit.
Interest and other income decreased $179 thousand for the quarter ended
September 30, 2020 compared to the same period last year principally due to
unrealized losses in investments.
Our effective tax rate on income before income taxes was 15.63% and 0.4% for the
three months ended September 30, 2020 and September 30, 2019, respectively.
Comparison of Nine Months Ended September 30, 2020 and September 30, 2019
Domestic sales, including sales to the U.S. government, accounted for 86.8% and
79.4% of the revenues, excluding product licensing fees, for the nine months
ended September 30, 2020 and 2019, respectively. Domestic revenues increased
87.9% principally due to the increase in units sold. Domestic unit sales
increased 76.4%. Domestic unit sales were 81.6% of total unit sales for the nine
months ended September 30, 2020. International
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revenue and unit sales increased 10.1% and 3.7%, 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
56.3%. As discussed above, our sales under the HHS Order contributed $14.3
million to our results for the nine months ended September 30, 2020.
The Cost of manufactured product increased by 45.2% 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 38.5% due to increased gross sales.
Gross profit increased 128.9% primarily due to the increase in net revenues.
Operating expenses increased 14.7%. 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 $11.8 million compared to an operating income for the
same period last year of $1.1 million due primarily to increased net revenues
and resulting gross profit.
Interest and other income for the first nine months of 2020 increased $589
thousand compared to the same period last year principally due to realized and
unrealized gains on investments.
Our effective tax rate on income before income taxes was (1.2)% and 0.6% for the
nine months ended September 30, 2020 and September 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 23% of total assets. Working capital was $32.0 million at
September 30, 2020, an increase of $11.8 million from December 31, 2019.
Cash provided by operations was $8.8 million for the nine months ended September
30, 2020 due primarily to net income for the period, offset by a significant
increase in accounts receivable.
Cash used by investing activities was $7.7 million for the nine months ended
September 30, 2020 due primarily to the net sales of equity securities and the
purchase of fixed assets. The $9.5 million impact to cash from the purchase of
such fixed assets reflects down payments on orders for certain assets detailed
in this report in connection with the TIA. In the third quarter of 2020, we
liquidated approximately $4.0 million of our investment portfolio for
operational needs.
Cash provided by financing activities was $8.6 million for the nine months ended
September 30, 2020. This was primarily due to the proceeds from the PPP loan,
proceeds from the exercise of stock options, and proceeds from the government
under the TIA for down payments on our orders for fixed assets.
LIQUIDITY
Historical Sources of Liquidity
We have historically funded operations primarily from the proceeds from
revenues, private placements, litigation settlements, and loans.
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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. Additionally, the
effect of an overall increase in units sold also has a positive effect on
margins. 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. We cannot
determine what percent of our recent increase in domestic sales (excluding the
HHS Order) were attributable to flu shots versus preparation for a COVID-19
vaccine.
Cash Requirements
We have sufficient cash reserves, received a PPP loan, and have begun to realize
income from operations. We also have access to our investments 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, plus certain expedited freight expenses. In the
third quarter of 2020, our sales under this HHS Order were approximately $12.9
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. To date, we have received approximately $6.9
million for down payments on the purchase of certain fixed assets. 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. We have
engaged architects and construction contractors for the completion of new
controlled environment facilities and warehousing facilities which are expected
to be completed in the second quarter of 2021.
Option Exercises
Stock options were exercised by our employees and directors at various dates
during the quarter ended September 30, 2020, and, consequently, we received
approximately $224 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. While a portion
of the planned construction will be funded by the Government, we expect to fund
the construction of the new warehouse and expect the cost to be approximately
$5.8 million.
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 first nine months of 2020. The closing price per share on
January 1, 2020 was $1.53. On September 30, 2020, our stock price closed at
$6.66 per share and it was $8.25 on November 10, 2020.
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We consider our investment portfolio a source of liquidity as well. For example,
in the third quarter of 2020, we liquidated approximately $4.0 million from our
investment portfolio for operational needs. As of September 30, 2020, $6.7
million was invested in third party securities.
CAPITAL RESOURCES
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 expect this construction to be completed in the second quarter of
2021. We have also contracted for additional automated assembly equipment, along
with necessary auxiliary equipment, costing approximately $38 million in the
aggregate.
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