|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
74-2657168
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
9220 Kirby Drive, Suite 500, Houston, Texas
|
77054
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
Common Shares, $0.01 Par Value
|
The NASDAQ Capital Market
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ý
|
|
|
|
|
Emerging growth company ☐
|
|
|
|
DOCUMENTS INCORPORATED BY REFERENCE:
|
|
(1)
|
Portions of the Registrant’s Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A for the Annual Meeting of Shareholders to be held on November 21, 2019 are incorporated by reference into Part III.
|
PART I
|
||
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
PART II
|
||
Item 5
|
||
Item 6
|
||
Item 7
|
||
Item 8
|
||
Item 9
|
||
Item 9A
|
||
Item 9B
|
||
PART III
|
||
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
PART IV
|
||
Item 15
|
||
Item 16
|
||
Signatures
|
||
|
|
|
|
*This Table of Contents is inserted for convenience of reference only and is not a part of this Report as filed.
|
|
•
|
A large professional market that consists of dentists, veterinarians, clinics, physician groups, urgent care facilities, ambulatory surgical centers and other healthcare facilities. This regulated market consists of small to medium quantity generators of medical, pharmaceutical and hazardous waste where we can offer a lower cost to service with solutions to match individual facility needs. The Company addresses this market from two directions: (i) field sales which focus on larger-dollar and nationwide opportunities where we can integrate the route-based pickup service along with our mailback solutions to create a comprehensive medical waste management offering and (ii) inside and online sales which focus on the individual or small group professional offices, government agencies, smaller retail pharmacies and clinics and assisted living/long term care facilities. The Company is able to compete more aggressively in the medium quantity generator market with the addition of route-based services where the mailback may not be as cost effective. The Company’s route-based business provides direct service to areas encompassing over 55% of the U.S. population.
|
•
|
From July 2015 to July 2016, the Company acquired three route-based pickup service companies, which strengthened the Company's position in the Northeast. Through a combination of acquisition and organic growth, the Company now offers route-based pickup services in a twenty-four (24) state region of the South, Southeast and Northeast portions of the United States. To facilitate operational efficiencies, the Company has opened transfer stations and offices in strategic locations. The Company directly serves more than 12,900 customer locations with route-based pickup services. With the addition of these route-based pickup regions and the network of medical and hazardous waste service providers servicing the entire U.S., the Company offers customers a blended product portfolio to effectively manage multi-site and multi-sized locations, including those that generate larger quantities of waste. The network has had a significant positive impact on our pipeline of sales opportunities - over 60% of this pipeline is attributable to opportunities providing comprehensive waste management service offerings where both the mailback and pickup service are integrated into the offering.
|
•
|
The changing demographics of the U.S. population – according to the U.S. Census Bureau, 2012 Population Estimates and National Projections, one out of five Americans will be 65 years or older by 2030, which will increase the need for cost-effective medical waste management solutions, especially in the long-term care and home healthcare markets. With multiple solutions for managing regulated healthcare-related waste, the Company delivers value as a single-source provider with blended mailback and route-based pickup services matched to the waste volumes of each facility.
|
•
|
The shift of healthcare from traditional settings to the retail pharmacy and clinic markets, where the Company focuses on driving increased promotion of the Sharps Recovery System. According to the Centers for Disease Control ("CDC"), 44.9% of U.S. adults received a flu shot and 32.2% of flu shots for adults were administered in a retail clinic in 2018. Over the flu seasons from 2011 to 2019, the Company saw growth in six years of 10% to 36%, including a 30% increase in 2019, and declines in three years of 13% to 17%. Despite the volatility, Sharps believes the Retail market should continue to contribute to long-term growth for the Company as consumers increasingly use alternative sites, such as retail pharmacies, to obtain flu and other immunizations.
|
•
|
The passage of regulations for ultimate-user medication disposal allows the Company to offer new solutions (MedSafe and TakeAway Medication Recovery System envelopes) that meet the regulations for ultimate user controlled substances disposal (Schedules II-V) to retail pharmacies. Additionally, with the new regulations, the Company is able to provide
|
•
|
Local, state and federal agencies have growing needs for solutions to manage medical and pharmaceutical waste — the Company’s Sharps Recovery System is ideal for as-needed disposal of sharps and other small quantities of medical waste generated within government buildings, schools and communities. The Company also provides TakeAway Medication Recovery System envelopes and MedSafe solutions to government agencies in need of proper and regulatory compliant medication disposal. The federal government, state agencies and non-profits are recognizing the need to fund programs that address prevention as it pertains to the opioid crisis. MedSafe and mailback envelopes for proper medication disposal are being funded for prevention programs.
|
•
|
With an increased number of self-injectable medication treatments and local regulations, the Company believes its flagship product, the Sharps Recovery System, continues to offer the best option for proper sharps disposal at an affordable price. The Company delivers comprehensive services to pharmaceutical manufacturers that sell high-dollar, self-injectable medications, which include data management, compliance reporting, fulfillment, proper containment with disposal, branding and conformity with applicable regulations. In addition, the Company provides self-injectors with online and retail purchase options of sharps mailback systems, such as the Sharp Recovery System and Complete Needle Collection & Disposal System, respectively.
|
•
|
A heightened interest by many commercial companies who are looking to improve workplace safety with proper sharps disposal and unused medication disposal solutions — the Company offers a variety of services to meet these needs, including the Sharps Secure Needle Disposal System, Sharps Recovery System, Spill Kits and TakeAway Medication Recovery System envelopes.
|
•
|
The Company continually develops new solution offerings such as ultimate user medication disposal (MedSafe and TakeAway Medication Recovery System), mailback services for DEA registrant expired inventory of controlled substances (TakeAway Medication Recovery System DEA Reverse Distribution for Registrants) and shipback services for collection and recycling of single-use medical devices from surgical centers and other healthcare facilities (TakeAway Recycle System).
|
|
Year Ended June 30,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
BILLINGS BY MARKET*:
|
|
|
|
|
|
|||
Professional
|
34
|
%
|
|
33
|
%
|
|
31
|
%
|
Retail
|
26
|
%
|
|
20
|
%
|
|
19
|
%
|
Home Health Care
|
17
|
%
|
|
20
|
%
|
|
21
|
%
|
Pharmaceutical Manufacturer
|
9
|
%
|
|
11
|
%
|
|
16
|
%
|
Assisted Living
|
6
|
%
|
|
7
|
%
|
|
6
|
%
|
Government
|
5
|
%
|
|
5
|
%
|
|
4
|
%
|
Environmental
|
1
|
%
|
|
2
|
%
|
|
1
|
%
|
Other
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
Web and Inside Sales – Through targeted telemarketing initiatives (inside sales), e-commerce driven website and web-based promotional activities, we believe we can drive significant additional growth as we increase awareness of the Company’s innovative solution offerings with a focus on individual or small group professional offices, government agencies, smaller retail pharmacies and clinics and assisted living/long-term care facilities.
|
•
|
Field Sales – The field sales team focuses on larger dollar and nationwide opportunities in most of the markets served. The field sales team is able to address larger opportunities where we can integrate the route-based pickup service along with our mailback solutions to create a comprehensive waste management offering.
|
|
Common Stock
|
||||||
|
High
|
|
Low
|
||||
Fiscal Year Ending June 30, 2018
|
|
|
|
||||
First Quarter
|
$
|
5.67
|
|
|
$
|
4.17
|
|
Second Quarter
|
$
|
4.94
|
|
|
$
|
3.75
|
|
Third Quarter
|
$
|
5.06
|
|
|
$
|
3.96
|
|
Fourth Quarter
|
$
|
4.75
|
|
|
$
|
3.50
|
|
Fiscal Year Ending June 30, 2019
|
|
|
|
|
|
||
First Quarter
|
$
|
3.83
|
|
|
$
|
3.19
|
|
Second Quarter
|
$
|
4.01
|
|
|
$
|
3.07
|
|
Third Quarter
|
$
|
4.00
|
|
|
$
|
3.17
|
|
Fourth Quarter
|
$
|
3.68
|
|
|
$
|
3.23
|
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted average
exercise price of
outstanding
options, warrants
and rights
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
|
||||
Plan Category
|
(a)
|
|
(b)
|
|
(c)
|
||||
2010 Stock Plan as approved by shareholders (1) (2)
|
1,293,449
|
|
|
$
|
4.26
|
|
|
1,037,862
|
|
|
Year Ended June 30,
|
||||||||||||||
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Revenues
|
$
|
44,312
|
|
$
|
40,141
|
|
$
|
38,188
|
|
$
|
33,383
|
|
$
|
30,902
|
|
Operating Income (Loss)
|
$
|
447
|
|
$
|
(577
|
)
|
$
|
(1,187
|
)
|
$
|
5
|
|
$
|
1,236
|
|
Net Income (Loss)
|
$
|
214
|
|
$
|
(672
|
)
|
$
|
(1,293
|
)
|
$
|
13
|
|
$
|
1,160
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
0.01
|
|
$
|
(0.04
|
)
|
$
|
(0.08
|
)
|
$
|
0.00
|
|
$
|
0.08
|
|
Diluted
|
$
|
0.01
|
|
$
|
(0.04
|
)
|
$
|
(0.08
|
)
|
$
|
0.00
|
|
$
|
0.07
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
Total Assets
|
$
|
36,040
|
|
$
|
33,231
|
|
$
|
34,464
|
|
$
|
30,147
|
|
$
|
29,751
|
|
Total Debt
|
$
|
1,465
|
|
$
|
2,002
|
|
$
|
2,603
|
|
$
|
—
|
|
$
|
—
|
|
Cash
|
$
|
4,512
|
|
$
|
5,155
|
|
$
|
4,675
|
|
$
|
12,435
|
|
$
|
15,157
|
|
Working Capital
|
$
|
10,575
|
|
$
|
10,258
|
|
$
|
10,488
|
|
$
|
17,232
|
|
$
|
19,623
|
|
Total Stockholders’ Equity
|
$
|
26,126
|
|
$
|
25,174
|
|
$
|
25,287
|
|
$
|
23,843
|
|
$
|
23,586
|
|
•
|
2016 Revenues, operating income and net income include the results of operations for the acquisitions during the year which were not individually or in the aggregate material to the Company’s financial position.
|
•
|
2017 Revenues, operating income and net income include the results of operations for the acquired business during the year.
|
|
Year Ended June 30,
|
||||||||||||||||
|
2019
|
%
|
|
2018
|
%
|
|
2017
|
%
|
|||||||||
Revenues
|
$
|
44,312
|
|
100.0
|
%
|
|
$
|
40,141
|
|
100.0
|
%
|
|
$
|
38,188
|
|
100.0
|
%
|
Cost of revenues
|
31,042
|
|
70.1
|
%
|
|
28,739
|
|
71.6
|
%
|
|
26,351
|
|
69.0
|
%
|
|||
Gross profit
|
13,270
|
|
29.9
|
%
|
|
11,402
|
|
28.4
|
%
|
|
11,837
|
|
31.0
|
%
|
|||
SG&A expense
|
12,003
|
|
27.1
|
%
|
|
11,168
|
|
27.8
|
%
|
|
12,223
|
|
32.0
|
%
|
|||
Depreciation and amortization
|
820
|
|
1.9
|
%
|
|
811
|
|
2.0
|
%
|
|
801
|
|
2.1
|
%
|
|||
Operating income (loss)
|
447
|
|
1.0
|
%
|
|
(577
|
)
|
(1.4
|
)%
|
|
(1,187
|
)
|
(3.1
|
)%
|
|||
Other expense
|
(63
|
)
|
(0.1
|
)%
|
|
(74
|
)
|
(0.2
|
)%
|
|
(102
|
)
|
(0.3
|
)%
|
|||
Income (loss) before income taxes
|
384
|
|
0.9
|
%
|
|
(651
|
)
|
(1.6
|
)%
|
|
(1,289
|
)
|
(3.4
|
)%
|
|||
Income tax expense
|
170
|
|
0.4
|
%
|
|
21
|
|
0.1
|
%
|
|
4
|
|
0.0
|
%
|
|||
Net income (loss)
|
$
|
214
|
|
0.5
|
%
|
|
$
|
(672
|
)
|
(1.7
|
)%
|
|
$
|
(1,293
|
)
|
(3.4
|
)%
|
|
Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
Variance
|
||||||
BILLINGS BY MARKET:
|
|
|
|
|
|
||||||
Professional
|
$
|
15,071
|
|
|
$
|
13,110
|
|
|
$
|
1,961
|
|
Retail
|
11,481
|
|
|
7,885
|
|
|
3,596
|
|
|||
Home Health Care
|
7,800
|
|
|
7,989
|
|
|
(189
|
)
|
|||
Pharmaceutical Manufacturer
|
4,146
|
|
|
4,482
|
|
|
(336
|
)
|
|||
Assisted Living
|
2,542
|
|
|
2,515
|
|
|
27
|
|
|||
Government
|
2,468
|
|
|
2,074
|
|
|
394
|
|
|||
Environmental
|
290
|
|
|
891
|
|
|
(601
|
)
|
|||
Other
|
1,175
|
|
|
818
|
|
|
357
|
|
|||
Subtotal
|
44,973
|
|
|
39,764
|
|
|
5,209
|
|
|||
GAAP Adjustment *
|
(661
|
)
|
|
377
|
|
|
(1,038
|
)
|
|||
Revenue Reported
|
$
|
44,312
|
|
|
$
|
40,141
|
|
|
$
|
4,171
|
|
|
Year Ended June 30,
|
||||||||||||
|
2019
|
|
% Total
|
|
2018 (3)
|
|
% Total
|
||||||
BILLINGS BY SOLUTION:
|
|
|
|
|
|
|
|
|
|
|
|
||
Mailbacks
|
$
|
25,162
|
|
|
55.9
|
%
|
|
$
|
21,895
|
|
|
55.1
|
%
|
Route-based pickup services
|
9,029
|
|
|
20.1
|
%
|
|
7,492
|
|
|
18.8
|
%
|
||
Unused medications
|
6,936
|
|
|
15.4
|
%
|
|
5,907
|
|
|
14.9
|
%
|
||
Third party treatment services
|
290
|
|
|
0.6
|
%
|
|
891
|
|
|
2.2
|
%
|
||
Other (1)
|
3,556
|
|
|
8.0
|
%
|
|
3,579
|
|
|
9.0
|
%
|
||
Total billings
|
$
|
44,973
|
|
|
100.0
|
%
|
|
$
|
39,764
|
|
|
100.0
|
%
|
GAAP adjustment (2)
|
(661
|
)
|
|
|
|
|
377
|
|
|
|
|
||
Revenue reported
|
$
|
44,312
|
|
|
|
|
|
$
|
40,141
|
|
|
|
|
(1)
|
The Company’s other products include IV poles, accessories, containers, asset return boxes and other miscellaneous items.
|
(2)
|
Represents the net impact of the revenue recognition adjustments required to arrive at reported GAAP revenue. Customer billings include all invoiced amounts associated with products shipped or services rendered during the period reported. GAAP revenue includes customer billings as well as numerous adjustments necessary to reflect, (i) the deferral of a portion of current period sales, (ii) recognition of certain revenue associated with products returned for treatment and destruction and (iii) provisions for certain rebates, product returns and discounts to customers which are accounted for as reductions in sales in the same period the related sales are recorded. Most of the difference between customer billings and GAAP revenue is reflected in the Company’s balance sheet as Contract Liability.
|
(3)
|
Certain prior year amounts have been reclassified to conform to current year presentation.
|
|
Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
Variance
|
||||||
BILLINGS BY MARKET:
|
|
|
|
|
|
||||||
Professional
|
$
|
13,110
|
|
|
$
|
11,962
|
|
|
$
|
1,148
|
|
Home Health Care
|
7,989
|
|
|
7,901
|
|
|
88
|
|
|||
Retail
|
7,885
|
|
|
7,010
|
|
|
875
|
|
|||
Pharmaceutical Manufacturer
|
4,482
|
|
|
5,961
|
|
|
(1,479
|
)
|
|||
Assisted Living
|
2,515
|
|
|
2,442
|
|
|
73
|
|
|||
Government
|
2,074
|
|
|
1,680
|
|
|
394
|
|
|||
Environmental
|
891
|
|
|
414
|
|
|
477
|
|
|||
Other
|
818
|
|
|
763
|
|
|
55
|
|
|||
Subtotal
|
39,764
|
|
|
38,133
|
|
|
1,631
|
|
|||
GAAP Adjustment *
|
377
|
|
|
55
|
|
|
322
|
|
|||
Revenue Reported
|
$
|
40,141
|
|
|
$
|
38,188
|
|
|
$
|
1,953
|
|
|
Year Ended June 30,
|
||||||||||||
|
2018 (3)
|
|
% Total
|
|
2017 (3)
|
|
% Total
|
||||||
BILLINGS BY SOLUTION:
|
|
|
|
|
|
|
|
|
|
|
|
||
Mailbacks
|
$
|
21,895
|
|
|
55.1
|
%
|
|
$
|
24,570
|
|
|
64.4
|
%
|
Route-based pickup services
|
7,492
|
|
|
18.8
|
%
|
|
6,348
|
|
|
16.6
|
%
|
||
Unused medications
|
5,907
|
|
|
14.9
|
%
|
|
3,377
|
|
|
8.9
|
%
|
||
Third party treatment services
|
891
|
|
|
2.2
|
%
|
|
413
|
|
|
1.1
|
%
|
||
Other (1)
|
3,579
|
|
|
9.0
|
%
|
|
3,425
|
|
|
9.0
|
%
|
||
Total billings
|
$
|
39,764
|
|
|
100.0
|
%
|
|
$
|
38,133
|
|
|
100.0
|
%
|
GAAP adjustment (2)
|
377
|
|
|
|
|
|
55
|
|
|
|
|
||
Revenue reported
|
$
|
40,141
|
|
|
|
|
|
$
|
38,188
|
|
|
|
|
(1)
|
The Company’s other products include IV poles, accessories, containers, asset return boxes and other miscellaneous items.
|
(2)
|
Represents the net impact of the revenue recognition adjustments required to arrive at reported GAAP revenue. Customer billings include all invoiced amounts associated with products shipped or services rendered during the period reported. GAAP revenue includes customer billings as well as numerous adjustments necessary to reflect, (i) the deferral of a portion of current period sales, (ii) recognition of certain revenue associated with products returned for treatment and destruction and (iii) provisions for certain rebates, product returns and discounts to customers which are accounted for as reductions in sales in the same period the related sales are recorded. Most of the difference between customer billings and GAAP revenue is reflected in the Company’s balance sheet as Contract Liability.
|
(3)
|
Certain prior year amounts have been reclassified to conform to current year presentation.
|
•
|
A large professional market that consists of dentists, veterinarians, clinics, physician groups, urgent care facilities, ambulatory surgical centers and other healthcare facilities. This regulated market consists of small to medium quantity generators of medical, pharmaceutical and hazardous waste where we can offer a lower cost to service with solutions to match individual facility needs. The Company addresses this market from two directions: (i) field sales which focus on larger-dollar and nationwide opportunities where we can integrate the route-based pickup service along with our mailback solutions to create a comprehensive medical waste management offering and (ii) inside and online sales which focus on the individual or small group professional offices, government agencies, smaller retail pharmacies and clinics and assisted living/long-term care facilities. The Company is able to compete more aggressively in the medium quantity generator market with the addition of route-based services where the mailback may not be as cost effective. The Company’s route-based business provides direct service to areas encompassing over 55% of the U.S. population.
|
•
|
From July 2015 to July 2016, the Company acquired three route-based pickup service companies, which strengthened the Company's position in the Northeast. Through a combination of acquisition and organic growth, the Company now offers route-based pickup services in a twenty-four (24) state region of the South, Southeast and Northeast portions of the United States. To facilitate operational efficiencies, the Company has opened transfer stations and offices in strategic locations. The Company directly serves more than 12,900 customer locations with route-based pickup services. With the addition of these route-based pickup regions and the network of medical and hazardous waste service providers servicing the entire U.S., the Company offers customers a blended product portfolio to effectively manage multi-site and multi-sized locations, including those that generate larger quantities of waste. The network has had a significant positive impact on our pipeline of sales opportunities - over 60% of this pipeline is attributable to opportunities providing comprehensive waste management service offerings where both the mailback and pickup service are integrated into the offering.
|
•
|
The changing demographics of the U.S. population – according to the U.S. Census Bureau, 2012 Population Estimates and National Projections, one out of five Americans will be 65 years or older by 2030, which will increase the need for cost-effective medical waste management solutions, especially in the long-term care and home healthcare markets. With multiple solutions for managing regulated healthcare-related waste, the Company delivers value as a single-source provider with blended mailback and route-based pickup services matched to the waste volumes of each facility.
|
•
|
The shift of healthcare from traditional settings to the retail pharmacy and clinic markets, where the Company focuses on driving increased promotion of the Sharps Recovery System. According to the Centers for Disease Control ("CDC"), 44.9% of U.S. adults received a flu shot and 32.2% of flu shots for adults were administered in a retail clinic in 2018. Over the flu seasons from 2011 to 2019, the Company saw growth in six years of 10% to 36%, including a 30% increase in 2019, and declines in three years of 13% to 17%. Despite the volatility, Sharps believes the Retail market should continue to contribute to long-term growth for the Company as consumers increasingly use alternative sites, such as retail pharmacies, to obtain flu and other immunizations.
|
•
|
The passage of regulations for ultimate-user medication disposal allows the Company to offer new solutions (MedSafe and TakeAway Medication Recovery System envelopes) that meet the regulations for ultimate-user controlled substances disposal (Schedules II-V) to retail pharmacies. Additionally, with the new regulations, the Company is able to provide the MedSafe and TakeAway Medication Recovery Systems to assisted living and hospice to address a long-standing issue within long-term care.
|
•
|
Local, state and federal agencies have growing needs for solutions to manage medical and pharmaceutical waste — the Company’s Sharps Recovery System is ideal for as-needed disposal of sharps and other small quantities of medical waste generated within government buildings, schools and communities. The Company also provides TakeAway Medication Recovery System envelopes and MedSafe solutions to government agencies in need of proper and regulatory compliant medication disposal. The federal government, state agencies and non-profits are recognizing the need to fund
|
•
|
With an increased number of self-injectable medication treatments and local regulations, the Company believes its flagship product, the Sharps Recovery System, continues to offer the best option for proper sharps disposal at an affordable price. The Company delivers comprehensive services to pharmaceutical manufacturers that sell high-dollar, self-injectable medications, which include data management, compliance reporting, fulfillment, proper containment with disposal, branding and conformity with applicable regulations. In addition, the Company provides self-injectors with online and retail purchase options of sharps mailback systems, such as the Sharp Recovery System and Complete Needle Collection & Disposal System, respectively.
|
•
|
A heightened interest by many commercial companies who are looking to improve workplace safety with proper sharps disposal and unused medication disposal solutions — the Company offers a variety of services to meet these needs, including the Sharps Secure Needle Disposal System, Sharps Recovery System, Spill Kits and TakeAway Medication Recovery System envelopes.
|
•
|
The Company continually develops new solution offerings such as ultimate user medication disposal (MedSafe and TakeAway Medication Recovery System), mailback services for DEA registrant expired inventory of controlled substances (TakeAway Medication Recovery System DEA Reverse Distribution for Registrants) and shipback services for collection and recycling of single-use medical devices from surgical centers and other healthcare facilities (TakeAway Recycle System).
|
•
|
The Company’s strong financial position with a cash balance of $4.5 million and debt of $1.5 million (in each case, as of June 30, 2019) and additional availability under the Credit Agreement.
|
•
|
Cash Flows from Operating Activities - Working capital increased by $0.3 million to $10.6 million at June 30, 2019 from $10.3 million at June 30, 2018. Despite the decrease in cash, working capital increased due to the offsetting impacts of :
|
•
|
an increase in accounts receivable of $2.9 million to $9.3 million at June 30, 2019 from $6.4 million at June 30, 2019 due to timing of billings and collections,
|
•
|
an increase in accounts payable and accrued liabilities of $1.5 million due to purchases and payments to vendors,
|
•
|
an increase in the net contract liability of $0.7 million due to increased revenue for mailbacks and unused medications.
|
•
|
Cash Flows used in Investing Activities - Investing activities include permitting and capital expenditures of $1.0 million for normal plant and equipment additions.
|
•
|
Cash Flows used in Financing Activities – Financing activities include repayments of debt of $0.5 million.
|
•
|
Approximately 50 leases have been identified, substantially all of which are expected to be classified as operating leases. For these real estate, equipment and vehicle operating leases, we expect to recognize new right of use (“ROU”) assets and lease liabilities on our balance sheet.
|
•
|
The Company intends to apply the package of practical expedients to not reassess prior conclusions related to (i) contracts containing leases, (ii) lease classification and (iii) initial direct costs. The Company will not adopt the practical expediency surrounding the use of hindsight to determine lease term, termination and purchase options, or in assessing impairment of ROU assets.
|
•
|
The Company also intends to make the accounting policy election for short-term leases, or leases with terms of twelve months or less, therefore the lease payments will be recorded as an expense on a straight-line basis over the lease term with no ROU asset or lease liability recorded.
|
•
|
The Company has elected to exclude non-lease components of a lease arrangement from the ROU asset and liability for certain asset classes such as real estate and field equipment leases but will include non-lease components of a lease arrangement in the ROU asset and liability for office equipment and automobiles.
|
•
|
The Company has engaged a third-party service provider to assist in its implementation of the new lease standard, including implementation of the software package offered by the service provider to manage, account for and develop disclosures for leases under the new guidance.
|
Exhibit
Number
|
Description of Exhibit
|
32.1+
|
|
32.2+
|
|
101.INS
|
XBRL Instance Document (filed herewith)
|
101.SCH
|
XBRL Taxonomy Extension Schema Document (filed herewith)
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
|
101.DEF
|
XBRL Taxonomy Extension Linkbase Document (filed herewith)
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
|
*
|
This exhibit is a management contract or a compensatory plan or arrangement.
|
+
|
This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
|
Dated: August 28, 2019
|
By: /s/ DAVID P. TUSA
|
|
David P. Tusa
|
|
Chief Executive Officer and President
|
|
(Principal Executive Officer)
|
Dated: August 28, 2019
|
By: /s/ DAVID P. TUSA
|
|
David P. Tusa
|
|
Chief Executive Officer and President and Director
|
|
(Principal Executive Officer)
|
|
|
Dated: August 28, 2019
|
By: /s/ DIANA P. DIAZ
|
|
Diana P. Diaz
|
|
Vice President and
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
|
Dated: August 28, 2019
|
By: /s/ F. GARDNER PARKER
|
|
F. Gardner Parker
|
|
Director
|
|
|
Dated: August 28, 2019
|
By: /s/ JOHN W. DALTON
|
|
John W. Dalton
|
|
Director
|
|
|
Dated: August 28, 2019
|
By: /s/ PARRIS H. HOLMES
|
|
Parris H. Holmes
|
|
Director
|
|
|
Dated: August 28, 2019
|
By: /s/ SHARON R. GABRIELSON
|
|
Sharon R. Gabrielson
|
|
Chair of the Board of Directors
|
CONSOLIDATED FINANCIAL STATEMENTS
|
PAGE
|
|
|
|
Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
REVENUES
|
$
|
44,312
|
|
|
$
|
40,141
|
|
|
$
|
38,188
|
|
Cost of revenues
|
31,042
|
|
|
28,739
|
|
|
26,351
|
|
|||
GROSS PROFIT
|
13,270
|
|
|
11,402
|
|
|
11,837
|
|
|||
Selling, general and administrative
|
12,003
|
|
|
11,168
|
|
|
12,223
|
|
|||
Depreciation and amortization
|
820
|
|
|
811
|
|
|
801
|
|
|||
OPERATING INCOME (LOSS)
|
447
|
|
|
(577
|
)
|
|
(1,187
|
)
|
|||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|||
Interest income
|
24
|
|
|
20
|
|
|
13
|
|
|||
Interest expense
|
(87
|
)
|
|
(94
|
)
|
|
(115
|
)
|
|||
TOTAL OTHER EXPENSE
|
(63
|
)
|
|
(74
|
)
|
|
(102
|
)
|
|||
INCOME (LOSS) BEFORE INCOME TAXES
|
384
|
|
|
(651
|
)
|
|
(1,289
|
)
|
|||
INCOME TAX EXPENSE (BENEFIT)
|
|
|
|
|
|
||||||
Current
|
(81
|
)
|
|
29
|
|
|
4
|
|
|||
Deferred
|
251
|
|
|
(8
|
)
|
|
—
|
|
|||
TOTAL INCOME TAX EXPENSE
|
170
|
|
|
21
|
|
|
4
|
|
|||
NET INCOME (LOSS)
|
$
|
214
|
|
|
$
|
(672
|
)
|
|
$
|
(1,293
|
)
|
NET INCOME (LOSS) PER COMMON SHARE
|
|
|
|
|
|
|
|
|
|||
Basic and Diluted
|
$
|
0.01
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.08
|
)
|
WEIGHTED AVERAGE SHARES USED IN COMPUTING NET INCOME (LOSS) PER COMMON SHARE:
|
|
|
|
|
|
|
|
|
|||
Basic
|
16,116
|
|
|
16,055
|
|
|
15,949
|
|
|||
Diluted
|
16,123
|
|
|
16,055
|
|
|
15,949
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
|
|
|
||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-
in Capital
|
|
Accumulated
Deficit
|
|
Total Stockholders’
Equity
|
||||||||||||
Balances, June 30, 2016
|
|
15,740,458
|
|
|
$
|
158
|
|
|
(295,615
|
)
|
|
$
|
(1,554
|
)
|
|
$
|
25,331
|
|
|
$
|
(92
|
)
|
|
$
|
23,843
|
|
Exercise of stock options
|
|
95,050
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
341
|
|
|
—
|
|
|
342
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
496
|
|
|
—
|
|
|
496
|
|
|||||
Issuance of common shares for acquisition
|
|
415,527
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
1,895
|
|
|
—
|
|
|
1,899
|
|
|||||
Issuance of restricted stock
|
|
52,992
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,293
|
)
|
|
(1,293
|
)
|
|||||
Balances, June 30, 2017
|
|
16,304,027
|
|
|
163
|
|
|
(295,615
|
)
|
|
(1,554
|
)
|
|
28,063
|
|
|
(1,385
|
)
|
|
25,287
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
476
|
|
|
—
|
|
|
476
|
|
|||||
Issuance of common shares for lease
|
|
20,617
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
83
|
|
|||||
Issuance of restricted stock
|
|
52,992
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(672
|
)
|
|
(672
|
)
|
|||||
Balances, June 30, 2018
|
|
16,377,636
|
|
|
164
|
|
|
(295,615
|
)
|
|
(1,554
|
)
|
|
28,621
|
|
|
(2,057
|
)
|
|
25,174
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|
—
|
|
|
400
|
|
|||||
Issuance of restricted stock
|
|
55,492
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Cumulative effect of new accounting standard (Note 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
338
|
|
|
338
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
214
|
|
|||||
Balances, June 30, 2019
|
|
16,433,128
|
|
|
$
|
165
|
|
|
(295,615
|
)
|
|
$
|
(1,554
|
)
|
|
$
|
29,020
|
|
|
$
|
(1,505
|
)
|
|
$
|
26,126
|
|
|
Year Ended June 30,
|
|||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|||||||
Net income (loss)
|
$
|
214
|
|
|
$
|
(672
|
)
|
|
$
|
(1,293
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
1,663
|
|
|
1,561
|
|
|
1,485
|
|
||||
Bad debt expense
|
81
|
|
|
62
|
|
|
20
|
|
||||
Non-cash lease expense
|
46
|
|
|
37
|
|
|
—
|
|
||||
Inventory write-offs
|
55
|
|
|
—
|
|
|
—
|
|
||||
Loss on disposal of property, plant and equipment
|
21
|
|
|
13
|
|
|
10
|
|
||||
Stock-based compensation expense
|
400
|
|
|
476
|
|
|
496
|
|
||||
Deferred tax expense (benefit)
|
251
|
|
|
(8
|
)
|
|
—
|
|
||||
Changes in operating assets and liabilities, net of effects of business acquisitions:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
(3,000
|
)
|
|
1,121
|
|
|
(1,264
|
)
|
||||
Inventory
|
(492
|
)
|
|
305
|
|
|
(61
|
)
|
||||
Prepaid and other assets
|
(531
|
)
|
|
(20
|
)
|
|
(35
|
)
|
||||
Accounts payable and accrued liabilities
|
1,498
|
|
|
29
|
|
|
125
|
|
||||
Contract asset and contract liability
|
719
|
|
|
(535
|
)
|
|
(61
|
)
|
||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
925
|
|
|
2,369
|
|
|
(578
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
||||
Purchase of property, plant and equipment
|
(749
|
)
|
|
(1,212
|
)
|
|
(2,486
|
)
|
||||
Cash proceeds from sale of property, plant and equipment
|
—
|
|
|
10
|
|
|
23
|
|
||||
Additions to intangible assets
|
(282
|
)
|
|
(86
|
)
|
|
(163
|
)
|
||||
Payments for business acquisition, net of cash acquired
|
—
|
|
|
—
|
|
|
(7,314
|
)
|
||||
NET CASH USED IN INVESTING ACTIVITIES
|
(1,031
|
)
|
|
(1,288
|
)
|
|
(9,940
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
—
|
|
|
—
|
|
|
342
|
|
||||
Repayments of long-term debt
|
(537
|
)
|
|
(601
|
)
|
|
(3,184
|
)
|
||||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
5,600
|
|
||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
(537
|
)
|
|
(601
|
)
|
|
2,758
|
|
||||
|
|
|
|
|
|
|
|
|
||||
NET INCREASE (DECREASE) IN CASH
|
(643
|
)
|
|
480
|
|
|
(7,760
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||
CASH, beginning of year
|
5,155
|
|
|
4,675
|
|
|
12,435
|
|
||||
|
|
|
|
|
|
|
|
|
||||
CASH, end of year
|
$
|
4,512
|
|
|
$
|
5,155
|
|
|
$
|
4,675
|
|
|
|
|
|
|
|
|
|
|
|
||||
SUPPLEMENTAL CASH FLOW DISCLOSURES:
|
|
|
|
|
|
|
|
|
||||
Income taxes paid
|
$
|
37
|
|
|
$
|
3
|
|
|
$
|
9
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest paid on long-term debt
|
$
|
89
|
|
|
$
|
87
|
|
|
$
|
107
|
|
|
|
|
|
|
|
|
|
|
|
||||
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Issuance of common stock for acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,899
|
|
|
Issuance of common stock for lease
|
$
|
—
|
|
|
$
|
83
|
|
|
$
|
—
|
|
|
Transfer of equipment to inventory
|
$
|
393
|
|
|
$
|
193
|
|
|
$
|
118
|
|
|
Property, plant and equipment financed through accounts payable
|
$
|
12
|
|
|
$
|
(13
|
)
|
|
$
|
28
|
|
•
|
The transportation and treatment performance obligations related to the mail back and unused medication solutions, which were historically accounted for as separate performance obligations, will be accounted for as a single performance obligation under the new revenue recognition guidance. The impact of this was not material.
|
•
|
Certain costs associated with obtaining long-term contracts with customers will be capitalized and amortized over the expected economic life of the contract in future periods. The impact of this was not material.
|
•
|
The new guidance changed the timing of revenue recognition on certain of the Company’s vendor managed inventory contracts. This constituted a material portion of the cumulative effect noted above as under the new guidance, revenue recognition is no longer limited to the amounts that may be billed to the customer at the point in time in which performance obligations are satisfied.
|
•
|
The Company made a number of practical expedient elections related to the new accounting guidance, including: (i) right to invoice practical expedient that allows revenue for route-based pickup services to be recognized in the amount to which the Company has a right to invoice over time; (ii) sales and use taxes have been excluded from the transaction price; (iii) for incremental costs to obtain a contract that would be recognized over one year or less, the Company expenses those costs as incurred; and (iv) at the implementation date, new guidance was applied only to contracts that were not completed as of the date of initial application.
|
|
Year Ended June 30,
|
|||||||||||||||||||
|
2019
|
|
% Total
|
|
2018(2)
|
|
% Total
|
|
2017(2)
|
|
% Total
|
|||||||||
REVENUES BY SOLUTION:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mailbacks
|
$
|
24,501
|
|
|
55.2
|
%
|
|
$
|
22,272
|
|
|
55.5
|
%
|
|
$
|
24,625
|
|
|
64.5
|
%
|
Route-based pickup services
|
9,029
|
|
|
20.4
|
%
|
|
7,492
|
|
|
18.7
|
%
|
|
6,348
|
|
|
16.6
|
%
|
|||
Unused medications
|
6,936
|
|
|
15.7
|
%
|
|
5,907
|
|
|
14.7
|
%
|
|
3,377
|
|
|
8.8
|
%
|
|||
Third party treatment services
|
290
|
|
|
0.7
|
%
|
|
891
|
|
|
2.2
|
%
|
|
413
|
|
|
1.1
|
%
|
|||
Other (1)
|
3,556
|
|
|
8.0
|
%
|
|
3,579
|
|
|
8.9
|
%
|
|
3,425
|
|
|
9.0
|
%
|
|||
Total revenues
|
$
|
44,312
|
|
|
100.0
|
%
|
|
$
|
40,141
|
|
|
100.0
|
%
|
|
$
|
38,188
|
|
|
100.0
|
%
|
(1)
|
The Company’s other products include IV poles, accessories, containers, asset return boxes and other miscellaneous items with single performance obligations.
|
(2)
|
Certain prior year amounts have been reclassified to conform to current year presentation.
|
|
June 30, 2019
|
||||||||
|
As Reported
|
Adjustments
|
Balance Without Adoption
|
||||||
Current contract asset
|
$
|
260
|
|
$
|
(260
|
)
|
$
|
—
|
|
Prepaid and other current assets
|
922
|
|
(49
|
)
|
873
|
|
|||
Total current assets
|
18,753
|
|
(309
|
)
|
18,444
|
|
|||
Total assets
|
36,040
|
|
(309
|
)
|
35,731
|
|
|||
Current contract liability(1)
|
2,502
|
|
(27
|
)
|
2,475
|
|
|||
Total current liabilities
|
8,178
|
|
(27
|
)
|
8,151
|
|
|||
Contract liability, net of current portion(1)
|
503
|
|
—
|
|
503
|
|
|||
Total liabilities
|
9,914
|
|
(27
|
)
|
9,887
|
|
|||
Accumulated deficit
|
(1,505
|
)
|
(282
|
)
|
(1,787
|
)
|
|||
Total stockholders' equity
|
26,126
|
|
(282
|
)
|
25,844
|
|
|||
Total liabilities and stockholders' equity
|
$
|
36,040
|
|
$
|
(309
|
)
|
$
|
35,731
|
|
|
|
Year Ended June 30, 2019
|
||||||||
|
|
As Reported
|
Adjustments
|
Balance Without Adoption
|
||||||
Revenues
|
|
$
|
44,312
|
|
$
|
267
|
|
$
|
44,579
|
|
Cost of revenues
|
|
31,042
|
|
162
|
|
31,204
|
|
|||
Gross profits
|
|
13,270
|
|
105
|
|
13,375
|
|
|||
Selling, general and administrative
|
|
12,003
|
|
49
|
|
12,052
|
|
|||
Operating income
|
|
447
|
|
56
|
|
503
|
|
|||
Net income
|
|
$
|
214
|
|
$
|
56
|
|
$
|
270
|
|
•
|
United States – fiscal years ended June 30, 2016 and after
|
•
|
State of Texas – fiscal years ended June 30, 2014 and after
|
•
|
State of Georgia – fiscal years ended June 30, 2016 and after
|
•
|
State of Pennsylvania – fiscal years ended June 30, 2016 and after
|
•
|
Other States – fiscal years ended June 30, 2015 and after
|
Allowance for Doubtful
Accounts
|
|
Balance
Beginning
of Year
|
|
Charges to
Expense
|
|
Write-offs
/Recoveries
|
|
Balance End
of Year
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
2019
|
|
$
|
102
|
|
|
$
|
81
|
|
|
$
|
(51
|
)
|
|
$
|
132
|
|
2018
|
|
$
|
78
|
|
|
$
|
62
|
|
|
$
|
(38
|
)
|
|
$
|
102
|
|
2017
|
|
$
|
63
|
|
|
$
|
20
|
|
|
$
|
(5
|
)
|
|
$
|
78
|
|
|
Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Stock-based compensation expense included in:
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
9
|
|
|
$
|
43
|
|
|
$
|
41
|
|
Selling, general and administrative
|
391
|
|
|
433
|
|
|
455
|
|
|||
Total
|
$
|
400
|
|
|
$
|
476
|
|
|
$
|
496
|
|
|
Year Ended June 30,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Weighted average risk-free interest rate
|
2.6
|
%
|
|
1.2
|
%
|
|
1.1
|
%
|
Weighted average expected volatility
|
44
|
%
|
|
48
|
%
|
|
47
|
%
|
Weighted average expected life (in years)
|
3.08
|
|
|
3.03
|
|
|
5.15
|
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
Accrued payroll
|
$
|
376
|
|
|
$
|
389
|
|
Customer-related payables
|
341
|
|
|
334
|
|
||
Accrued rebates
|
493
|
|
|
327
|
|
||
Other
|
1,003
|
|
|
1,011
|
|
||
Total
|
$
|
2,213
|
|
|
$
|
2,061
|
|
•
|
Level 1 – Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities).
|
•
|
Level 3 – Significant unobservable inputs (including our own assumptions in determining fair value).
|
•
|
Approximately 50 leases have been identified, substantially all of which are expected to be classified as operating leases. For these real estate, equipment and vehicle operating leases, we expect to recognize new right of use (“ROU”) assets and lease liabilities on our balance sheet.
|
•
|
The Company intends to apply the package of practical expedients to not reassess prior conclusions related to (i) contracts containing leases, (ii) lease classification and (iii) initial direct costs. The Company will not adopt the practical expediency surrounding the use of hindsight to determine lease term, termination and purchase options, or in assessing impairment of ROU assets.
|
•
|
The Company also intends to make the accounting policy election for short-term leases, or leases with terms of twelve months or less, therefore the lease payments will be recorded as an expense on a straight-line basis over the lease term with no ROU asset or lease liability recorded.
|
•
|
The Company has elected to exclude non-lease components of a lease arrangement from the ROU asset and liability for certain asset classes such as real estate and field equipment leases but will include non-lease components of a lease arrangement in the ROU asset and liability for office equipment and automobiles.
|
|
|
|
|
June 30,
|
||||||
|
|
Useful Life
|
|
2019
|
|
2018
|
||||
Furniture and fixtures
|
|
3 to 5 years
|
|
$
|
245
|
|
|
$
|
245
|
|
Plant and equipment
|
|
3 to 17 years
|
|
8,683
|
|
|
8,241
|
|
||
Manufacturing
|
|
15 years
|
|
169
|
|
|
169
|
|
||
Computers and software
|
|
3 to 5 years
|
|
2,179
|
|
|
2,064
|
|
||
Leasehold improvements
|
|
Life of Lease
|
|
2,792
|
|
|
2,729
|
|
||
Land
|
|
|
|
19
|
|
|
19
|
|
||
Construction-in-progress
|
|
|
|
275
|
|
|
716
|
|
||
|
|
|
|
14,362
|
|
|
14,183
|
|
||
Less: accumulated depreciation
|
|
|
|
8,495
|
|
|
7,611
|
|
||
Net property, plant and equipment
|
|
|
|
$
|
5,867
|
|
|
$
|
6,572
|
|
|
Year ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(123
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
42
|
|
|
29
|
|
|
4
|
|
|||
Total Current
|
$
|
(81
|
)
|
|
$
|
29
|
|
|
$
|
4
|
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
217
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
State
|
34
|
|
|
—
|
|
|
—
|
|
|||
Total Deferred
|
251
|
|
|
(8
|
)
|
|
—
|
|
|||
Net Income Tax Expense
|
$
|
170
|
|
|
$
|
21
|
|
|
$
|
4
|
|
|
June 30,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets relating to:
|
|
||||||
Stock-based compensation
|
$
|
261
|
|
|
$
|
283
|
|
AMT and research and development credits
|
517
|
|
|
668
|
|
||
Deferred rent
|
41
|
|
|
58
|
|
||
Inventory
|
158
|
|
|
147
|
|
||
Professional fees
|
124
|
|
|
91
|
|
||
Accrued vacation
|
27
|
|
|
31
|
|
||
Accounts receivable allowance
|
33
|
|
|
26
|
|
||
Contribution carryovers
|
8
|
|
|
13
|
|
||
Net operating loss carryforwards
|
1,067
|
|
|
1,153
|
|
||
Total deferred tax assets
|
2,236
|
|
|
2,470
|
|
||
Deferred tax liabilities related to depreciable and amortizable assets
|
(728
|
)
|
|
(587
|
)
|
||
Deferred tax liabilities related to other items
|
(63
|
)
|
|
—
|
|
||
Net deferred tax assets before valuation allowance
|
1,445
|
|
|
1,883
|
|
||
Valuation allowance
|
(1,688
|
)
|
|
(1,875
|
)
|
||
Net deferred tax (liability) asset
|
$
|
(243
|
)
|
|
$
|
8
|
|
|
|
|
|
Acquisition loan, bearing interest at 5.05%, monthly payments of $43; maturing March 2022.
|
$
|
1,465
|
|
Less: current portion
|
517
|
|
|
Long-term debt, net of current portion
|
$
|
948
|
|
|
Year ended June 30,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
|
|
|
|
|
|||
Unvested at beginning of the year
|
13
|
|
|
13
|
|
|
13
|
|
Granted
|
63
|
|
|
53
|
|
|
53
|
|
Vested
|
(55
|
)
|
|
(53
|
)
|
|
(53
|
)
|
Forfeited
|
(8
|
)
|
|
—
|
|
|
—
|
|
Unvested at end of the year
|
13
|
|
|
13
|
|
|
13
|
|
|
Options
Outstanding
|
|
Weighted
Average
Exercise
Price
|
|||
Options Outstanding at June 30, 2016
|
1,290
|
|
|
$
|
4.69
|
|
Granted
|
38
|
|
|
$
|
4.55
|
|
Exercised
|
(95
|
)
|
|
$
|
3.60
|
|
Forfeited or canceled
|
(368
|
)
|
|
$
|
5.32
|
|
|
|
|
|
|||
Options Outstanding at June 30, 2017
|
865
|
|
|
$
|
4.53
|
|
Granted
|
137
|
|
|
$
|
4.79
|
|
Forfeited or canceled
|
(82
|
)
|
|
$
|
4.50
|
|
|
|
|
|
|||
Options Outstanding at June 30, 2018
|
920
|
|
|
$
|
4.57
|
|
Granted
|
578
|
|
|
$
|
3.73
|
|
Forfeited or canceled
|
(218
|
)
|
|
$
|
4.16
|
|
|
|
|
|
|||
Options Outstanding at June 30, 2019
|
1,280
|
|
|
$
|
4.26
|
|
|
|
|
|
|||
Options Exercisable at June 30, 2019
|
591
|
|
|
$
|
4.67
|
|
|
|
Options Outstanding
|
|||||||
Range of Exercise
Price |
|
Outstanding as of June 30, 2019
|
|
Weighted
Average
Remaining
Life
(in Years)
|
|
Weighted
Average
Exercise
Price
|
|||
|
|
|
|
|
|
|
|||
$2.51 - $3.75
|
|
107
|
|
|
4.77
|
|
$
|
3.18
|
|
$3.76 - $5.00
|
|
1,044
|
|
|
4.70
|
|
$
|
4.17
|
|
$5.01 - $7.50
|
|
129
|
|
|
2.81
|
|
$
|
5.95
|
|
|
|
1,280
|
|
|
|
|
$
|
4.26
|
|
|
|
Options Exercisable
|
|||||||
Range of Exercise
Price
|
|
Exercisable as of June 30, 2019
|
|
Weighted
Average
Remaining
Life
(in Years)
|
|
Weighted
Average
Exercise
Price
|
|||
|
|
|
|
|
|
|
|||
$2.51 - $3.75
|
|
32
|
|
|
0.57
|
|
$
|
2.92
|
|
$3.76 - $5.00
|
|
437
|
|
|
2.41
|
|
$
|
4.45
|
|
$5.01 - $7.50
|
|
122
|
|
|
2.78
|
|
$
|
5.90
|
|
|
|
591
|
|
|
|
|
$
|
4.67
|
|
|
Year Ended June 30,
|
||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Total
|
||||||||||||
Operating lease obligations
|
$
|
2,059
|
|
|
$
|
1,322
|
|
|
$
|
532
|
|
|
$
|
155
|
|
|
$
|
38
|
|
|
$
|
4,106
|
|
|
Year ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Net income (loss), as reported
|
$
|
214
|
|
|
$
|
(672
|
)
|
|
$
|
(1,293
|
)
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
16,116
|
|
|
16,055
|
|
|
15,949
|
|
|||
Effect of dilutive stock options
|
7
|
|
|
—
|
|
|
—
|
|
|||
Weighted average diluted common shares outstanding
|
16,123
|
|
|
16,055
|
|
|
15,949
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) per common share
|
|
|
|
|
|
|
|
|
|||
Basic and diluted
|
$
|
0.01
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
|
||||||
Employee stock options excluded from computation of diluted income per share amounts because their effect would be anti-dilutive
|
1,173
|
|
|
402
|
|
|
304
|
|
|
|
June 30,
|
||||||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||||
|
Estimated
Useful Lives
|
Original
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
|
Original
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
7 years
|
$
|
3,007
|
|
|
$
|
(1,348
|
)
|
|
$
|
1,659
|
|
|
$
|
3,007
|
|
|
$
|
(919
|
)
|
|
$
|
2,088
|
|
Permits
|
6 - 15 years
|
1,704
|
|
|
(492
|
)
|
|
1,212
|
|
|
1,459
|
|
|
(390
|
)
|
|
1,069
|
|
||||||
Patents
|
5 - 17 years
|
420
|
|
|
(296
|
)
|
|
124
|
|
|
383
|
|
|
(278
|
)
|
|
105
|
|
||||||
Tradename
|
7 years
|
270
|
|
|
(116
|
)
|
|
154
|
|
|
270
|
|
|
(77
|
)
|
|
193
|
|
||||||
Non-compete
|
5 years
|
117
|
|
|
(70
|
)
|
|
47
|
|
|
117
|
|
|
(47
|
)
|
|
70
|
|
||||||
Total intangible assets, net
|
|
$
|
5,518
|
|
|
$
|
(2,322
|
)
|
|
$
|
3,196
|
|
|
$
|
5,236
|
|
|
$
|
(1,711
|
)
|
|
$
|
3,525
|
|
Year Ending June 30,
|
|
||
2020
|
612
|
|
|
2021
|
636
|
|
|
2022
|
611
|
|
|
2023
|
551
|
|
|
2024
|
140
|
|
|
Thereafter
|
646
|
|
|
|
$
|
3,196
|
|
|
Quarter Ended
|
||||||||||||||
|
September 30,
2018 |
|
December 31,
2018 |
|
March 31,
2019 |
|
June 30,
2019 |
||||||||
Total revenues
|
$
|
10,293
|
|
|
$
|
12,394
|
|
|
$
|
9,451
|
|
|
$
|
12,174
|
|
Gross profit
|
$
|
3,352
|
|
|
$
|
3,991
|
|
|
$
|
2,035
|
|
|
$
|
3,892
|
|
Operating income (loss)
|
$
|
125
|
|
|
$
|
827
|
|
|
$
|
(1,073
|
)
|
|
$
|
568
|
|
Net income (loss)
|
$
|
70
|
|
|
$
|
779
|
|
|
$
|
(1,125
|
)
|
|
$
|
490
|
|
Net income (loss) per share - basic and diluted
|
$
|
0.00
|
|
|
$
|
0.05
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.03
|
|
Weighted average shares - diluted
|
16,089
|
|
|
16,106
|
|
|
16,138
|
|
|
16,150
|
|
|
Quarter Ended
|
||||||||||||||
|
September 30,
2017 |
|
December 31,
2017 |
|
March 31,
2018 |
|
June 30,
2018 |
||||||||
Total revenues
|
$
|
9,683
|
|
|
$
|
11,119
|
|
|
$
|
9,427
|
|
|
$
|
9,912
|
|
Gross profit
|
$
|
3,028
|
|
|
$
|
3,131
|
|
|
$
|
2,296
|
|
|
$
|
2,947
|
|
Operating income (loss)
|
$
|
101
|
|
|
$
|
107
|
|
|
$
|
(707
|
)
|
|
$
|
(78
|
)
|
Net income (loss)
|
$
|
75
|
|
|
$
|
156
|
|
|
$
|
(757
|
)
|
|
$
|
(146
|
)
|
Net income (loss) per share - basic and diluted
|
$
|
0.00
|
|
|
$
|
0.01
|
|
|
$
|
(0.05
|
)
|
|
$
|
(0.01
|
)
|
Weighted average shares - diluted
|
16,093
|
|
|
16,068
|
|
|
16,082
|
|
|
16,082
|
|
Name
|
Jurisdiction of Incorporation
|
Sharps Compliance, Inc. of Texas (dba Sharps Compliance, Inc.)
|
Texas
|
Sharps e-Tools.com Inc.
|
Delaware
|
Sharps Safety, Inc.
|
Texas
|
Sharps Manufacturing, Inc.
|
Delaware
|
Sharps Environmental Services, Inc. (dba Sharps Environmental Services of Texas, Inc.)
|
Delaware
|
Alpha Bio/Med Services LLC
|
Pennsylvania
|
Bio-Team Mobile LLC
|
Pennsylvania
|
Citiwaste, LLC
|
New York
|
1.
|
I have reviewed this annual report on Form 10-K of Sharps Compliance Corp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 28, 2019
|
By: /s/ DAVID P. TUSA
|
|
David P. Tusa
|
|
Chief Executive Officer and President
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Sharps Compliance Corp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 28, 2019
|
By: /s/ DIANA P. DIAZ
|
|
Diana P. Diaz
|
|
Vice President and Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 28, 2019
|
By: /s/ DAVID P. TUSA
|
|
David P. Tusa
|
|
Chief Executive Officer and President
|
|
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 28, 2019
|
By: /s/ DIANA P. DIAZ
|
|
Diana P. Diaz
|
|
Vice President and Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|