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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Texas
(State or other jurisdiction of
incorporation or organization)
511 Lobo Lane
Little Elm, Texas
(Address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock
Securities registered pursuant to Section 12(g) of the Act:
For the transition period from to
Commission file number 001-16465
Retractable Technologies, Inc.
(Exact name of registrant as specified in its charter)
972-294-1010
Registrant’s telephone number, including area code
Trading Symbol
RVP
Preferred Stock
(Title of class)
75-2599762
(I.R.S. Employer
Identification No.)
75068-5295
(Zip Code)
Name of each exchange on which registered
NYSE American LLC
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated
filer,” "accelerated filer,” "smaller reporting company,” and "emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐
Non-accelerated filer
Accelerated filer ☐
Smaller reporting company X
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued
financial statements. ☐ *
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the
relevant recovery period pursuant to §240.10D-1(b). ☐ *
*The registrant has included these items on the cover page but, in accordance with Release No. 33-11126, is not completing the relevant check boxes as it is not yet required to have a policy under an applicable
exchange listing standard.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The aggregate market value of the common equity held by non-affiliates as of June 30, 2022, was $62,977,835, assuming a closing price of $3.83 and outstanding shares held by non-affiliates of 16,443,299.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes ☐ No ☐
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 10, 2023, there were 29,937,159 shares of our Common Stock outstanding,
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
excluding treasury shares.
Portions of the registrant’s Proxy Statement filed on March 30, 2023 for the Annual Meeting of Shareholders to be held May 9, 2023 are incorporated by reference into Part III hereof.
DOCUMENTS INCORPORATED BY REFERENCE
Table of Contents
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
RETRACTABLE TECHNOLOGIES, INC.
FORM 10-K
For the Fiscal Year Ended December 31, 2022
TABLE OF CONTENTS
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules
Item 16. Form 10-K Summary
SIGNATURES
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FORWARD-LOOKING STATEMENT WARNING
PART I
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, supply chain disruptions, our ability to scale up production volumes in
response to an increase in demand, 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 in providing devices to the safety market, and other factors referenced in Item 1A. Risk
Factors. Given these uncertainties, undue reliance should not be placed on forward-looking statements.
Item 1. Business.
DESCRIPTION OF BUSINESS
General Development of Business
Retractable Technologies, Inc. was incorporated in Texas in 1994. Our business is the manufacturing and marketing of safety medical
products (predominately syringes) for the healthcare industry. We have manufacturing facilities in Little Elm, Texas and use manufacturers in
China as well. Our syringes are well-suited for administering vaccinations and our revenues materially increased in 2020-2021 due to COVID-19
vaccination demand. Our revenues decreased as sales to the U.S. government for vaccinations wound down in the first quarter of 2022,
although international vaccination demand positively impacted sales throughout 2022.
We increased our manufacturing capacity in Little Elm, Texas, funded in part by the 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), as amended ("TIA”). The TIA funded the $81.0 million facilities expansion and purchase of new manufacturing
equipment and related ancillary equipment. At our own expense, we constructed a new warehouse onsite for housing finished goods and raw
materials to be used in the manufacturing process as well as an expansion to our administrative offices.
Description of Business
Our goal is to become a leading provider of safety medical products. Our principal products were designed to protect healthcare
workers, patients, and others from needlestick injuries, cross-contamination through reuse, and reduce disposal costs.
Our dominant revenue-generating products are our injection devices (syringes and needles). Such products are marketed under the
VanishPoint®, Patient Safe®, and EasyPoint® brands. We have only one reporting segment. Most of our products incorporate a feature
whereby our needles retract which is a safety feature designed to protect healthcare workers from needlestick injuries. Our VanishPoint ® 1mL
syringes meet the criteria set by pharmaceutical manufacturers for low dead space, which results in a reduction of wasted medication caused
by residual medication remaining in the syringe after a dose has been administered. In some instances, the low dead space allows for
additional doses to be obtained from a medication vial.
VanishPoint® syringe sales have historically comprised most of our sales. VanishPoint ® syringe sales were 91.5%; 93.6%; and 84.0%
of our revenues in 2022, 2021, and 2020. EasyPoint® products accounted for 4.9% of sales in 2022.
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From 2020 through the first quarter of 2022, the U.S. government was a significant customer due to efforts to vaccinate the U.S.
population against COVID-19. Sales to the Department of Health and Human Services for safety syringes totaled $15.7 million in 2022
(concentrated in the first quarter), $113.7 million in 2021, and $31.6 million in 2020. The orders from the Department of Health and Human
Services included reimbursement of freight costs. As such, comparability of 2022 revenue and expenses to revenues and expenses in recent
years may be challenging. Moreover, we believe domestic customers may have retained product provided for vaccination purposes in
inventory through 2022, leading to a decrease in overall demand.
We currently have under development additional safety products that add to or build upon our current product line offering.
Our products are sold to and used by healthcare providers. Historically, an overwhelming majority of our products have been sold
domestically. However, in 2022, 44.9% of our sales were international sales. The increase is attributable to higher international revenues from
vaccination efforts which lagged domestic vaccination sales by a year or more.
In years not dominated by direct sales to the U.S. government, representatives of group purchasing organizations ("GPOs”) and
purchasing representatives (rather than the end-users of the product) make the vast majority of decisions relating to the purchase of medical
supplies. The GPOs and larger manufacturers often enter into contracts which can prohibit or limit entry in the marketplace by competitors.
We distribute our products throughout the U.S. through general line and specialty distributors. We also use international
distributors. We have developed a national direct marketing network in order to market our products to health care customers and their
purchaser representatives.
Sources and Availability of Raw Materials
Our product components, including needle adhesives and packaging materials, are purchased from various suppliers. There is no
current scarcity of such materials or such suppliers.
Intellectual Property
Intellectual property rights, particularly patent rights, are material to our business. The patent rights are jointly owned by the
Company and Thomas J. Shaw, our founder and CEO, and have varying expiration dates. Under the terms of an exclusive license agreement
that has been in effect since 1995, the Company is exclusively licensed to use the patent rights held by Mr. Shaw, and Mr. Shaw generally
receives a 5% royalty on gross sales of products subject to the license and he receives 50% of the royalties paid to the Company by certain
sublicensees of the technology subject to the license.
Recent and expected modifications to our VanishPoint ® syringes will effectively cause the modified VanishPoint ® syringes products
to have extended patent expiration dates. Following the expiration of patents related to the old design, competitors may attempt to copy
aspects of such prior design, but not the current design. Patents related to recent modifications to the VanishPoint ® syringes and core
technology of the VanishPoint ® syringes will expire during the years 2028 through 2032. Other patent applications covering inventions
applicable to the VanishPoint® syringes are pending.
The Company has unexpired patents which relate to the EasyPoint® technology and other products as well.
The Company has registered the following trade names and trademarks for our products: VanishPoint ®, EasyPoint®, Patient Safe®,
VanishPoint® logos, RT and design, the VanishPoint ® and design, the spot design and the Company slogans "The New Standard for Safety”
® and "We Make Safety Safe” ®.
Seasonality
Historically, unit sales have increased during the flu season. Seasonal trends were less pronounced in 2020 and 2021 due to demand
related to the COVID-19 vaccine. Trends in 2022 were difficult to categorize by revenue figures, as
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2022 demand was affected by a surplus of products remaining in our customers’ inventories following vaccination-related purchases and
grants in 2020-2021.
Government Approval and Government Regulations
Compliance with government regulations represents an important part of our business. As a manufacturer of medical devices and
operating under the TIA, we are subject to stringent regulatory requirements. In addition, we are also subject to maintain systems to monitor
and report our findings to various regulatory bodies. We are also subject to audit by those bodies and/or third parties acting as proxies to
verify our compliance with such regulations. The cost of compliance can be significant in terms of financial and human resource commitments.
These costs are ongoing and may become more significant if the regulatory landscape changes.
The development, manufacture, marketing, sale, promotion, and distribution of our products are subject to government regulation by
the U.S. Food and Drug Administration (FDA) and similar international regulatory agencies. Regulation by various international, federal and
state agencies address the development and approval to market medical products, as well as approval and supervision of manufacturing,
labeling, packaging, supply chains, distribution and record-keeping.
For all products manufactured for sale in the domestic market, we have given notice of intent to market to the FDA, and the devices
were shown to be substantially equivalent to the predicate devices for the stated intended use. For all products manufactured for sale in the
domestic market and foreign market, we hold a Quality Management System certification to ISO 13485:2016. Additionally, for all products
manufactured for sale into the applicable countries, we hold a Quality Management System certification in compliance with the Medical Device
Single Audit Program (MDSAP). We do not currently hold a CE mark but are pursuing certification to sell into the European Union.
Compliance with domestic and international laws and regulations may affect our business. Among other effects, health care
regulations and significant changes thereto may substantially increase the time, difficulty, and costs incurred in developing, obtaining, and
maintaining approval to market, and marketing newly developed and existing products. We expect this regulatory environment will continue to
require effort and investment to ensure compliance. Failure to comply could delay the release of a new product or result in regulatory and
enforcement actions, the seizure or recall of a product, the suspension or revocation of the authority necessary for a product’s production and
sale, and other civil or criminal sanctions including fines and penalties.
The regulation of data privacy and security, and the protection of the confidentiality of certain personal information (including
patient health information, financial information, and other sensitive personal information), is increasing. For example, the European Union,
various other countries, and various U.S. states (e.g., California) have enacted stricter data protection laws that contain enhanced financial
penalties for noncompliance. Similarly, the U.S. Department of Health and Human Services has issued rules governing the use, disclosure, and
security of protected health information, and the FDA has issued further guidance concerning cybersecurity for medical devices. In addition,
certain countries have issued or are considering "data localization” laws, which limit companies’ ability to transfer protected data across
country borders. Failure to comply with data privacy and security laws and regulations can result in business disruption and enforcement
actions, which could include civil or criminal penalties.
The sale of medical products is subject to laws and regulations pertaining to health care fraud and abuse, including state and federal
anti-kickback, anti-self-referral, and false claims laws in the United States.
We will continue to comply with applicable regulations of all countries in which our products are registered for sale.
We believe that we do not incur material costs in connection with compliance with environmental laws.
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Competitive Conditions
Our competitive position remains much the same as before the COVID-19 pandemic. We continue to face fierce competition from
much larger and more established companies across the U.S. healthcare market. While our products were widely used in the mass vaccination
efforts during the CODID-19 pandemic, there is no assurance that we will be able to gain market share due to our relative size and presence in
the overall U.S. healthcare market.
Becton. Dickinson and Company ("BD”), a global company which we had previously considered our primary competitor, spun off a
portion of its syringe, needle, and injection product division as Embecta Corp. ("Embecta”) in April 2022. Though newly formed, Embecta
licenses existing BD intellectual property and has continued to use the BD branding on its products and is provided with certain other
services by BD. Embecta, which specializes in diabetes management, along with BD itself, are formidable competitors with greater market
share and greater resources than us.
We compete primarily on the basis of healthcare worker and patient safety, product performance, and quality. We believe our
competitive advantages include, but are not limited to, our leadership in quality and innovation. We believe our products continue to be the
most effective safety devices in today’s market. Our VanishPoint ® 1mL syringes meet the criteria set by pharmaceutical manufacturers for low
dead space, which results in a reduction of wasted medication caused by residual medication remaining in the syringe after a dose has been
administered. In some instances, the low dead space allows for additional doses to be obtained from a medication vial. Our syringe products
include passive safety activation, require less disposal space, and are activated while in the patient, reducing exposure to the contaminated
needle. Our price per unit is competitive or even lower than the competition once all the costs incurred during the life cycle of a syringe are
considered. Such life cycle costs include disposal costs, testing and treatment costs for needlestick injuries, and treatment for contracted
illnesses resulting from needlestick injuries.
EasyPoint® retractable needles offer unique safety benefits not found in other commercially available safety needles. Manually
activated safety needles that compete with EasyPoint® must be removed from the patient, exposing the contaminated needle prior to
activation of the manual safety mechanism. EasyPoint® needles allow for activation of the automated retraction mechanism while the needle is
still in the patient, reducing exposure to the contaminated needle and effectively reducing the risk of needlestick injuries. EasyPoint®
retractable needles are compatible with Luer-fitting syringes, including pre-filled syringes. In addition, EasyPoint® retractable needles may be
activated with fluid in the syringe, making it applicable for aspiration procedures such as blood collection.
Employees
As of March 10, 2023, we had 198 employees. 190 of such employees were full time employees. We provide equal employment
opportunities to all employees and applicants for employment without regard to race, color, religion, gender, national origin, age, disability,
marital status, ancestry, veteran status, workers’ compensation status or any other characteristic protected by federal, state, or local law. We
have adopted a policy of zero tolerance for any form of unlawful discrimination or retaliation. In 2021, we increased wages considerably,
particularly for our entry-level employees, in order to compete for labor.
On March 22, 2023, we reduced our workforce by approximately 22% as a result of decreased need for domestic production. The
decrease in headcount will result in expected annualized savings in salaries and wage expense of approximately $1.7 million, or 13%. We
expect to incur approximately $154 thousand in separation costs as a result.
Available Information
We make available, free of charge on our website (www.retractable.com), our Form 10-K Annual Report and Form 10-Q Quarterly
Reports and Current Reports on Form 8-K (and any amendments to such reports) as soon as reasonably practical after such reports are filed.
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Item 1A. Risk Factors.
You should carefully consider the following material risks facing us. If any of these risks occur, our business, results of operations, or
financial condition could be materially affected.
We Are Concerned that Our Stock May Be Manipulated
As previously disclosed, we are concerned there may be manipulation of our stock. We engaged an independent, highly reputable
economic consulting firm in 2021 at the expense of approximately $640 thousand which analyzed millions of trades in our stock in recent years.
The resulting in-depth analysis confirmed that there were statistically significant anomalies in the market’s reaction to our positive
disclosures, meaning that our stock price would often react negatively or in a statistically insignificant way following positive earnings reports
and press releases. We presented evidence of the anomalies to the U.S. Securities and Exchange Commission. In late November 2022, the SEC
informed us that it would not pursue the matter further from an enforcement perspective. As such, there is a risk that an investment in our
stock will continue not to track our operational performance.
In our April 2022 press release describing the lack of correlation between the stock price and our economic performance, we noted
that the then-current market capitalization was less our asset value at that time. This remains true. As of December 31, 2022, our market
capitalization was $49.1 million (based on a $1.64 per share closing price) and total stockholders’ equity was $108 million.
Our Customers Have Excess Product In Inventory and We Cannot Predict When It Will Be Depleted
We believe domestic customers have retained Retractable products purchased or provided for vaccination purposes in inventory,
leading to a decrease in demand for our products. It is unclear when the excess inventory surplus will clear. Until the inventory is depleted,
we expect domestic demand to continue to be depressed.
We Are Challenged by Uncertainties in Obtaining and Enforcing Intellectual Property Rights
Our main competitive strength is our technology. We are dependent on patent rights, and if the patent rights are invalidated or
circumvented, our business would be adversely affected. Patent protection is considered, in the aggregate, to be of material importance in the
design, development, and marketing of our products.
VanishPoint® syringes comprised 91.5% of sales in 2022. When the patents of the VanishPoint ® syringes and other products expire,
we may experience a significant and rapid loss of sales, and our competitive position in the marketplace may weaken if other competitors use
our technology. Such occurrences could have a material adverse effect on profitability.
We do not maintain patent or trademark protection in all foreign countries, but, where possible, have taken steps to protect our
patents and trademarks in those countries where we market our products or where we believe other manufacturers are most likely to attempt to
replicate our technology. Our lack of patent and trademark protection in certain foreign countries heightens the risk that our designs may be
copied by a competitor in those countries.
We Are Vulnerable to New Technologies
Because we have a narrow focus on particular product lines and technology (currently, predominantly retractable needle products),
we are vulnerable to the development of superior competing products and to changes in technology which could eliminate or reduce the need
for our products. If a superior technology is created, the demand for our products could greatly diminish.
Our Competitors Have Greater Resources
Our competitors have greater financial resources, larger and more established sales and marketing and distribution organizations, and
greater market influence, including long-term contracts. These competitors may be able to use these
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resources to improve their products through research and acquisitions or develop new products, which may compete more effectively with our
products. If our competitors choose to use their resources to create products superior to ours, we may be unable to sell our products and our
ability to continue operations would be weakened.
For instance, Becton. Dickinson and Company ("BD”), a global company which we had previously considered our primary
competitor, spun off a portion of its syringe, needle, and injection product division as Embecta Corp. ("Embecta”) in April 2022. Though
newly formed, Embecta licenses existing BD intellectual property and has continued to use the BD branding on its products and is provided
with certain other services by BD. Embecta’s 2022 annual report indicated that the company had 1,900 employees, as compared to our
workforce of less than 200 employees. With resources greatly in excess of our own, we expect Embecta will be a formidable competitor.
Operations May Be Affected by Foreign Trade Policy
We are subject to risks associated with foreign trade policy. In 2022, we used Chinese manufacturers to produce 91.6% of our
products.
In the event that we become unable to purchase product from our Chinese manufacturers, we may 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. Even with increased domestic production, we
may not be able to avoid a disruption in supply.
Trade protection measures, including tariffs, and/or changes to import or export requirements could materially adversely impact our
operations. We cannot predict the impact of potential changes to U.S. foreign trade policy. Additionally, we derived 44.9% of our revenues in
2022 from international sales. International sales, particularly in emerging market countries, are further subject to a variety of regulatory,
economic, and political risks as well.
We Are Controlled by One Shareholder
Thomas J. Shaw, our President and Chief Executive Officer, has investment or voting power over a total of 51.4% of the outstanding
Common Stock as of March 10, 2023. Mr. Shaw therefore has the ability to direct our operations and financial affairs and significant influence
to elect members of our Board of Directors. His interests may not always coincide with the Company’s interests or the interests of other
stockholders. This concentration of ownership, for example, may have the effect of delaying, deferring, or preventing a change in control,
impeding a merger, consolidation, takeover, or other business combination involving us, or discouraging a potential acquirer from making a
tender offer or otherwise attempting to obtain control of us, which in turn could materially adversely affect the market price of our Common
Stock. The concentration of ownership may likewise influence Mr. Shaw’s continued employment and position as President, CEO, and
Chairman of the Board. Mr. Shaw’s rights under the Technology License Agreement, as the owner of the technology we produce, present
similar conflicts of interest.
Defensive Measures to Deter Hostile Takeovers
On November 16, 2021, we and Mr. Shaw entered into the Third Amendment to Technology License Agreement (the "Amendment”).
The Amendment expands the scope of the Technology License Agreement and provides additional protection to the parties in the event of a
Hostile Takeover, as defined by the Amendment. Under the Amendment, under certain conditions, Mr. Shaw is granted the unilateral right to
terminate the Technology License Agreement or cancel or convert a license thereunder from exclusive to nonexclusive following a Hostile
Takeover.
Additionally, as a public Texas corporation, we are generally prohibited from entering into a business combination with a person who
acquires twenty percent or more of our stock for three years unless either: (1) the combination or acquisition is pre-approved by our Board; or
(2) the combination is approved by affirmative vote of the shareholders of at least two-thirds of the outstanding voting shares entitled to vote,
excluding the affiliated shareholder. As such, independent of the rights granted to Mr. Shaw under the Amendment, as beneficial owner of
51.4% of our stock and Chairman of the Board, Mr. Shaw has considerable influence on all business combination decisions.
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Supply Chain Disruptions Could Negatively Impact our Profitability
Our operations are dependent upon timely delivery of finished goods from our Chinese manufacturers and timely delivery of
sufficient quantities of components and raw materials for domestic manufacturing. Any disruption in our suppliers’ operations or timely
availability of shipments from our third-party freight carriers, could disrupt our ability to provide product to our customers in a timely manner,
which could materially and adversely affect our results of operations and cash flows.
Inflationary Price Pressures and Uncertain Availability of Commodities, Raw Materials, Utilities, Labor or Other Inputs Used by us and our
Suppliers, or Instability in Logistics and Related Costs, Could Negatively Impact our Profitability
Increases in the price of commodities, raw materials, utilities, labor or other inputs that we or our suppliers use in manufacturing and
supplying products, components and parts, along with logistics and other related costs, may lead to higher production and shipping costs for
our products, parts, and components. Further, increasing global demand for, and uncertain supply of, such materials could disrupt our or our
suppliers’ ability to obtain such materials in a timely manner to meet our supply needs and/or could lead to increased costs. A material
increase in the cost of inputs to our production could lead to higher costs for our products and could negatively impact our operating results.
Our Stock Has Recently Experienced Significant Price Fluctuation
Our stock price experienced significant fluctuation during 2022 and may continue to be unpredictable. Our stock price fluctuated in
2022 from a high in January of $7.37 per share to a low price in December of $1.61. As of March 10, 2023, the stock price was $1.79 per share.
We entered into a private stock repurchase effective December 2022 for the purchase of three million shares of our Common Stock at
$1.60 per share. We purchased 558,976 shares of our common stock in 2022 at an average price of $5.01 per share pursuant to our stock
repurchase plan established in June 2021 which plan was terminated in April 2022.
We Face Inherent Product Liability Risks
As a manufacturer and provider of safety needle products, we face an inherent business risk of exposure to product liability claims.
Additionally, our success depends on the quality, reliability, and safety of our products and defects in our products could damage our
reputation. If a product liability claim is made and damages are in excess of our product liability coverage, our competitive position could be
weakened by the amount of money we could be required to pay to compensate those injured by our products. In the event of a recall, we have
recall insurance.
Our Business May Be Affected by Changes in the Health Care Regulatory Environment
In the U.S. and internationally, government authorities may enact changes in regulatory requirements, reform existing reimbursement
programs, and/or make changes to patient access to health care, all of which could adversely affect the demand for our products and/or put
downward pressure on our prices. Future healthcare rulemaking could affect our business. We cannot predict the timing or impact of any
future rulemaking or changes in the law.
We May Experience Losses in Our Investment Account
Our investment portfolio is subject to market risk. As a result, the value and liquidity of our cash equivalents and marketable
securities could fluctuate substantially. Likewise, our other income and expenses could vary materially depending on gains or losses realized
on the sale or exchange of investments and other factors. Increased volatility in the financial markets and overall economic uncertainty could
increase the risk that actual amounts realized on our investments may differ from the fair values currently assigned to them. Because 15.2% of
our total assets are invested in the market, fluctuations in market values could have a material adverse impact on our business, financial
condition, results of operations, or cash flows.
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Health Crises Could Have an Adverse Effect on Our Business
In any future health crisis, we may elect or be required to close temporarily which would result in a disruption in our activities and
operations. Our supply chain, including transportation channels, may be impacted by any such restrictions as well. Any such disruption could
impact our sales and operating results.
Widespread health crises also negatively affect economies which could affect demand for our products. In the event of a resurgence
of COVID-19 or in the case of any future pandemic, there is no guarantee that revenues from syringes needed for vaccines would offset the
effects to our business of a global economic decline.
Travel and import restrictions may also disrupt our ability to manufacture or distribute our products. Any import or export or other
cargo restrictions related to our products or the raw materials used to manufacture our products could restrict our ability to manufacture and
ship products and harm our business, financial condition, and results of operations.
Our key personnel and other employees could be affected by COVID-19 or any future pandemic, which could affect our ability to
operate efficiently.
Disruption of Critical Information Systems or Material Breaches in the Security of Our Systems Could Harm Our Business, Customer Relations,
and Financial Condition
Information technology helps us operate efficiently, interface with customers and suppliers, maintain financial accuracy and
efficiency, and accurately produce our financial statements. If we do not allocate and effectively manage the resources necessary to build and
sustain the proper technology infrastructure, we could be subject to transaction errors, processing inefficiencies, the loss of customers,
business disruptions, or the loss of or damage to intellectual property through security breach. If our data management systems do not
effectively collect, store, process, and report relevant data for the operation of our business, whether due to equipment malfunction or
constraints, software deficiencies, or human error, our ability to effectively plan, forecast, and execute our business plan and comply with
applicable laws and regulations will be impaired, perhaps materially. Any such impairment could materially and adversely affect our financial
condition, results of operations, cash flows, and the timeliness with which we report our internal and external operating results. Third parties
may attempt to fraudulently induce employees or customers into giving away sensitive information, which may in turn be used to access our
information technology systems. In addition, unauthorized persons may attempt to hack into our systems to obtain our confidential or
proprietary information or confidential information we hold on behalf of third parties. If the unauthorized persons successfully hack into or
interfere with our system, we may experience a negative impact to our business and reputation. We have programs in place to detect, contain,
and respond to data security incidents, and we make ongoing improvements to our systems in order to minimize vulnerabilities, in accordance
with industry and regulatory standards. However, we may not be able to anticipate and prevent these intrusions or mitigate them when and if
they occur. We also rely on external vendors to supply and/or support certain aspects of our information technology systems. The systems of
these external vendors may contain defects in design or manufacture or other problems that could unexpectedly compromise information
security of our own systems, and we are dependent on these third parties to deploy appropriate security programs to protect their systems. It
is possible for such vulnerabilities to remain undetected for an extended period, including several years or longer. The costs to us to eliminate
or alleviate network security problems, bugs, viruses, worms, ransomware and other malicious software programs, and security vulnerabilities
could be significant. Our efforts to address these problems may not be successful and could result in unexpected interruptions, delays,
cessation of service, and harm to our business operations. Depending on the type of breach, we could also be exposed to a risk of loss or
litigation and potential liability, which could have a material adverse impact on our business, financial condition, results of operations, or cash
flows.
Illegal Distribution and Sale by Third Parties of Counterfeit Versions of Our Products Could Have a Negative Impact
Third parties may illegally distribute and sell counterfeit versions of our products which do not meet our rigorous manufacturing and
testing standards. Our reputation and business could suffer harm as a result. In addition, diversion of products into other channels may result
in reduced revenues.
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General Risk Factors
We face risk factors common to other U.S. businesses. We could be subject to complex and costly regulation. Our business could
suffer if we or our suppliers encounter manufacturing problems or disruptions to transportation channels. We could be subject to risks
associated with doing business outside of the U.S, including risks associated with global economic, regulatory, or political changes, or health
crises. Current or worsening economic conditions may adversely affect our business and financial condition.
Item 1B. Unresolved Staff Comments.
Not applicable and none.
Item 2. Properties.
Our headquarters are located at 511 Lobo Lane, on 35 acres, which we own, overlooking Lake Lewisville in Little Elm, Texas. The
headquarters are in good condition and houses our administrative offices and manufacturing facility. The manufacturing facility produced
approximately 8.4% of the units that were manufactured in 2022. As a result of recent expansions, we have significant additional domestic
production capacity.
A loan in the original principal amount of approximately $4,210,000 is secured by our land and buildings. See Note 8 to our financial
statements for more information.
In the opinion of Management, the property and equipment are suitable for their intended use and are adequately covered by an
insurance policy.
Item 3. Legal Proceedings.
Please refer to Note 10 to the financial statements for a complete description of all legal proceedings.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
MARKET INFORMATION
Our Common Stock has been listed on the NYSE American (or its predecessor entities) under the symbol "RVP” since May 4, 2001.
The closing market price on March 10, 2023 was $1.79 per share.
SHAREHOLDERS
As of March 10, 2023, there were 34,024,304 shares of Common Stock issued, of which 4,087,145 shares were held in treasury. There
were 149 shareholders of record, not including Cede & Co. participants or beneficial owners thereof.
DIVIDENDS
We have not ever declared or paid any dividends on the Common Stock. We have no current plans to pay any cash dividends on the
Common Stock.
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EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information relating to our equity compensation plans as of December 31, 2022:
Equity Compensation Plan Information
Plan category
Equity compensation plans approved by security holders
Total
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
Weighted
average exercise
price of
outstanding
options,
warrants and
rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column(a))
(c)
147,150
147,150
$
$
2.06
2.06
2,000,000
2,000,000
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total return for our Common Stock (RVP) from December 31, 2017 to December 31, 2022,
to the total returns for the Russell Microcap® and the Dow Jones U.S. Select Medical Equipment Index (DJSMDQ). We have selected the
DJSMDQ Index this year following the spin off by Becton, Dickinson and Company (BDX) of its diabetes care business, Embecta Corp.
(EMBC). In accordance with the instructions to Item 201(e) of Regulation S-K, we have included five years of information for our former peer
issuer, BDX, as well. The graph assumes an investment of $100 in the aforementioned equities as of December 31, 2017, and that all dividends
are reinvested.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
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PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
ISSUER PURCHASES OF EQUITY SECURITIES
Total
Number of
Shares
Purchased
Average Price
Paid Per
Share
3,000,000
3,000,000
$
$
1.60
1.60
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
—
—
Approximate
Dollar Value of
Shares that May Yet Be
Purchased Under the
Plans or Programs
$
—
Period
December 1, 2022 through
December 31, 2022
Total
These shares were purchased pursuant to a stock repurchase agreement with BML Investment Partners, L.P. effective December 27,
2022.
Item 6. Reserved.
Not required.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.
FORWARD-LOOKING STATEMENT WARNING
Certain statements included by reference in this filing containing the words "could,” "may,” "believes,” "anticipates,” "intends,”
"expects,” and similar such words constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act.
Any forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results,
performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, supply chain disruptions, our ability to scale up production volumes in
response to an increase in demand, 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 in providing devices to the safety market, and other factors referenced in Item 1A. Risk
Factors. Given these uncertainties, undue reliance should not be placed on forward-looking statements.
Overview
We have been manufacturing and marketing our products since 1997. VanishPoint ® syringes comprised 91.5% of our sales in 2022.
EasyPoint® products accounted for 4.9% of sales in 2022. We also manufacture and market an IV safety catheter and blood collection
products, including the blood collection tube holder and VanishPoint ® Blood Collection Set, which were 3.6% of our total product sales in
2022.
We believe domestic customers have retained products provided for vaccination purposes in inventory through 2022, leading to a
decrease in our 2022 domestic sales. Customers have reported that demand was diminished due to such remaining syringe inventory.
Our products have been and continue to be distributed nationally and internationally through numerous distributors. Some of our
popular syringe products provide low dead-space. Low dead-space syringes reduce residual medication remaining in the syringe after the
dose has been administered. In some instances, the low dead-space allows for additional doses of medication to be obtained from the vials.
Our 2022 marketing strategy included a focus on the advantages of our low dead-space products, including the potential to reduce the costs
associated with wasted medication.
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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 for COVID-19 vaccination efforts, which order was in the amount of $83.8 million
plus $10 million in expedited freight costs. The period of performance for this order ended in March 2022. The Department of Health and
Human Services awarded us another contract on February 12, 2021 to supply low dead-space safety syringes for COVID-19 vaccination
efforts. The base price for the contract and purchase order was $54.2 million for the initial five-month base period of performance. We
received orders for an additional four option periods which extended through the end of December 2021. Freight reimbursement cost was
included in total overall contract value and was approximately 25% of the overall price.
Our sales under both of the foregoing orders from the U.S. government were $15.7 million in 2022 (which sales were concentrated in
the first quarter) as compared to $113.7 million in 2021. Both of the above-mentioned orders as well as the TIA from the U.S. government are
material events particular to the COVID-19 pandemic and are not indicative of future operations.
Effective July 1, 2020, we entered into a 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) for $53.7 million in government funding for expanding our domestic
production of needles and syringes to meet ongoing and future U.S. COVID-19 medical countermeasures demands. Effective May 12, 2021, we
entered into an amendment to the TIA to include two additional assembly lines and additional controlled environment space. We have
received all equipment and have completed all property construction required by the TIA. Recent additions of manufacturing equipment and
facilities have increased our production capacity and our overhead costs. Additionally, in 2022, we expanded our existing administrative
offices at a total cost of $5.8 million.
Freight costs were materially higher in 2022 than in previous years. The increase in freight costs significantly impacted our cost of
manufactured product. These cost increases are not unique to our business, but the fact that a substantial percent of our prior period sales
were related to orders from the U.S. government with reimbursed freight costs will affect comparability of 2022 costs and margins to prior
periods. In the first half of 2022, we had challenges sourcing transportation and closures in Shanghai delayed certain shipments. To date,
transportation delays have not had a material adverse effect on our customer base.
In addition, in 2022, we experienced an increase in raw materials costs, principally the cost of petroleum-based plastics used in our
molded components. Although we experienced certain cost increases in raw materials, those costs primarily affected our domestic
manufacturing because the finished goods we purchased from China (being 91.6% of our products) did not change in price during 2022. Other
factors that could affect our unit costs include increases in tariffs, supplier cost increases, and changing production volumes. Increases in
costs may not be recoverable through price increases of our products.
Historically, an overwhelming majority of our products have been sold domestically. However, in 2022, 44.9% of our sales were
international sales. The increase is attributable to higher international revenues from vaccination efforts which lagged domestic vaccination
sales by a year or more.
As detailed in Note 4 to the financial statements, we held $29.7 million in debt and equity securities as of December 31, 2022, which
represented 15.2% of our total assets. Such amount includes $14 million of additional cash investments made in 2022. We realized a $328
thousand loss from investment sales in 2022, but recognized an unrealized gain of $2.3 million. We continually monitor our invested balances.
In June 2022, we reduced our workforce by approximately 16% as a result of the substantial completion of our facility expansion
efforts and the completion of U.S. government orders to provide products for COVID-19 vaccination efforts. However, in past years, wages,
including those of executive officers, were increased. The annualized reduction in salary and wage expense was approximately $2.1 million,
offset by roughly $200 thousand in separation costs. On March 22, 2023, we reduced our workforce by approximately 22% as a result of
decreased need for domestic production. The decrease in headcount will result in expected annualized savings in salaries and wage expense
of approximately $1.7
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million, or 13% as compared to 2022 expenses. We expect to incur approximately $154 thousand in separation costs as a result.
In December 2022, the Board terminated all outstanding awards under the 2021 Stock Option Plan because they were underwater.
The termination caused an acceleration of recognition of future periods’ stock option expense in the fourth quarter of 2022. A total of $10.1
million in stock option expense was recognized in 2022. Of this amount, $5.5 million was due to the acceleration. These non-cash expenses are
classified as General and administrative expenses. Total stock option expense associated with the now-terminated options comprises
approximately 42.1% of the total General and administrative expenses incurred in 2022. For further information regarding the stock option
expense acceleration, refer to Note 19.
Effective June 4, 2021, we entered into a repurchase plan (the "Plan”) for the purchase of up to $10 million of our Common Stock.
Under the Plan, open market purchases of our Common Stock commenced June 18, 2021 and 1,087,145 shares were purchased through the
Plan’s termination on April 14, 2022 for an aggregate purchase price of approximately $8.1 million.
We terminated the repurchase plan because our stock price appeared not to be correlated with our economic performance. This
concern remains. We engaged an independent highly reputable economic consulting firm in 2021 at an expense of approximately $640
thousand and presented the consulting firm’s evidence of anomalies in our trading to the U.S. Securities and Exchange Commission in March
2022. In late November 2022, the SEC informed us that it would not pursue the matter further from an enforcement perspective.
We were approached in late 2022 by an unaffiliated shareholder to engage in a private repurchase of a block of three million shares
and we negotiated the repurchase at a price per share of $1.60 for a total transaction price of $4.8 million.
Historically, unit sales have increased during the flu season. Seasonal trends in 2020 and 2021 were less pronounced due to demand
related to the COVID-19 vaccine. Trends in 2022 were difficult to categorize by revenue figures. A significant factor in depressed 2022
domestic demand was the retention of vaccination products by domestic customers in inventory.
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 2022, our Chinese manufacturers produced approximately 91.6% of our products. In the
event that we become unable to purchase products from our Chinese manufacturers, we may 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.
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. All period references are to our fiscal years ended December 2022 and 2021. Dollar amounts have been rounded for ease of
reading.
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Comparison of Year Ended
December 31, 2022 and Year Ended December 31, 2021
Domestic sales, including sales to the U.S. government, accounted for 55.1% and 88.9% of the revenues in 2022 and 2021,
respectively. Domestic revenues decreased 68.8% principally due to the cessation of orders from the U.S. government and an overall decrease
in non-government domestic orders commensurate with declining demand for COVID-19 vaccinations. Domestic unit sales decreased 69.5%.
Domestic unit sales were 41.7% of total unit sales for 2022. International revenues increased 105% predominantly due to international
vaccination campaigns. Overall unit sales decreased 38.9% and our overall revenues decreased by 49.7%. The significant decrease in
domestic revenues, principally U.S. government sales, accounts for the predominant change in overall revenue. We cannot predict whether
any future U.S. government orders may occur.
There is uncertainty as to the timing of future international orders. The revenues on a per-unit basis in the international market are
significantly lower than in the U.S. market. As a result, increases in international orders and unit sales have the potential to lower our overall
revenues on a per-unit basis, as well as our profit margins.
Cost of manufactured product decreased 25.8% principally due to an overall decline in units sold of 38.9%. Royalty expense
decreased 47.5% due to lower gross sales.
Operating expenses increased 27.9% from the prior year. This is substantially due to the acceleration of stock option expense related
to the cancellation of stock options previously granted to executive officers, resulting in approximately $5.5 million in additional expenses. Of
the total $24.0 million in General and administrative expenses for 2022, stock option expense accounted for approximately $10.1 million, as
compared to $3.7 million in 2021.
The loss from operations was $853 thousand as compared to income from operations of $72.6 million in 2021. The decrease was
principally due to the significant decline in sales to the U.S. government and sharply higher operating expenses. Contributing to the decline
was also the lower per-unit international revenues and higher than previous per-unit costs.
Other income – TIA recognized in 2022 increased by $3.4 million over 2021 as manufacturing assets were placed into service and
began to replace original manufacturing equipment. The income is recognized coincident with depreciation expense and reduces our other
long-term liability attributable to the TIA.
The unrealized gain on debt and equity securities was $2.3 million due to the increased market values of those securities. Interest
expense for 2022 decreased from the prior year due to less imputed interest associated with the stock exchanges discussed in Note 20 of the
financial statements. Interest and other income declined by $257 thousand primarily due to the loss of $289 thousand on the sale of
investments.
The provision for income taxes was $84 thousand for 2022 in comparison to $18.9 million in 2021. For a detailed description of the
determination and components of calculating the provision, please refer to Note 11 of the financial statements.
A comparison of the results of operations for the years ended December 31, 2021 and December 31, 2020 is omitted from this
discussion. Such comparison was included in our Annual Report on Form 10-K filed with the SEC on March 31, 2022 in Item 7 of Part II
thereof.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations was $16.8 million in 2022, principally due to a $29.7 million reduction of accounts receivable but was offset
by a $14.0 million decrease of accounts payable. Additionally, we have recorded $10.6 million in income taxes receivable and deferred taxes of
$7.3 million which is material to the adjustments to total cash flow from operations. The recognition of $10.6 million in income taxes receivable
is due to revised state tax estimates as the result of a state tax nexus study. The deferred tax asset represents amounts available to reduce
income taxes payable on taxable
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income in future years. The determination and calculation of state taxes and deferred taxes is further discussed in Note 11 of the financial
statements.
Cash used by investing activities was $31.2 million for the year ended December 31, 2022 due primarily to the purchase of property,
plant and equipment, building improvements, and the purchase of equity securities. The impact to cash from the purchase of fixed assets
primarily reflects payments on orders for certain assets reimbursed by the U.S. government under the TIA. We do not expect any significant
future cash flows from the TIA, with the exception of collection of amounts due from the government at year end.
Cash provided by financing activities was $5.0 million for the year ended December 31, 2022. This was primarily due to proceeds from
the government under the TIA for payments on our orders for fixed assets, but was offset by our repurchase of our own common stock in the
amount of $7.6 million as well as our payment of $1.1 million in connection with the private stock exchange discussed in Note 20.
We have historically funded operations primarily from the proceeds from revenues, private placements, litigation settlements, and
loans. We expect to fund operations going forward from revenues, cash reserves, and investments available for sale if the need to access
those funds arises. We do not, and historically have not, utilized lines of credit to fund operations. We continue to assess our operational
cash needs and potential sources of financing but can make no assurances to future sources of funding on acceptable terms.
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. Generally, an overall increase in units sold can positively affect our margins. The cost of raw materials used
in manufacturing and transportation costs can also significantly affect our 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.
Cash Requirements
We believe we will have adequate means to meet our short-term needs to fund operations for at least 12 months from the date of
issuance of the financial statements. Besides cash reserves and expected 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. Expected short-term uses of cash include payroll and
benefits, royalty expense, inventory purchases, contractual obligations, capital expenditures, payment of income taxes, quarterly preferred
stock dividends, and other operational priorities. Our year-end liabilities are detailed in our financial statements, including Notes 8 through 9 to
the financial statements. We believe we will have adequate means to meet our currently foreseeable long-term liquidity needs. In the event
that our long-term cash requirements exceed our current reserves and our ability to generate cash from operations, management would reduce
our operational cash requirements.
Capital Resources
Since the execution of the TIA on July 1, 2020, we have significantly expanded our facilities. There are no remaining planned capital
projects.
CRITICAL ACCOUNTING ESTIMATES
We are responsible for developing estimates for amounts reported as assets and liabilities, and revenues and expenses in conformity
with U.S. generally accepted accounting principles ("GAAP”). Those estimates require that we develop assumptions of future events based
on past experience and expectations of economic factors. Among the more critical estimates management makes is the estimate for customer
rebates. The amount reported as a contractual allowance
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for rebates involves examination of past historical trends related to our sales to customers and the related credits issued once contractual
obligations of the customers have been met. The establishment of a liability for future claims of rebates against sales in the current period
requires that we have an understanding of the relevant sales with respect to product categories, sales distribution channels, and the likelihood
of contractual obligations being satisfied. We examine the results of estimates against actual results historically and use the determination to
further develop our basis for assumptions in future periods, as well as the accuracy of past estimates. While we believe that we have
sufficient historical data, and a firm basis for establishing reserves for contractual obligations, there is an inherent risk that our estimates and
the underlying assumptions may not reflect actual future results. In the event that these estimates and/or assumptions are incorrect,
adjustments to our reserves may have a material impact on future results.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable to smaller reporting companies.
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Item 8. Financial Statements and Supplementary Data.
RETRACTABLE TECHNOLOGIES, INC.
FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
DECEMBER 31, 2022 and 2021
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RETRACTABLE TECHNOLOGIES, INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Dallas, TX, PCAOB ID No. 659)
Financial Statements:
Balance Sheets as of December 31, 2022 and 2021
Statements of Operations for the years ended December 31, 2022, 2021, and 2020
Statements of Changes in Stockholders’ Equity for the years ended December 31, 2022, 2021, and 2020
Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020
Notes to Financial Statements
Financial Statement Schedule:
Schedule II: Schedule of Valuation and Qualifying Accounts for the years ended December 31, 2022, 2021, and 2020
Page
F-3
F-5
F-6
F-7
F-9
F-10
19
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Retractable Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Retractable Technologies, Inc. (the Company) as of December 31, 2022 and 2021, the
related statements of operations, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31,
2022, and the related notes and schedules (collectively referred to as the "financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally
accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our
audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition - Rebates
As described in Note 2 to the financial statements, the Company’s estimated contractual pricing allowances for rebates at December 31, 2022 is
$3.0 million. The Company recognizes revenue when it has satisfied all performance obligations to the customer. Under certain contracts,
revenue is recorded on the basis of sales price to distributors, less contractual pricing allowances. Contractual pricing allowances consist of:
(i) rebates granted to distributors who provide tracking reports which show, among other things, the facility that purchased the products, and
(ii) a provision for estimated contractual pricing allowances for products for which the Company has not received tracking reports. Once
rebates are issued they are applied against the customer’s receivable balance.
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We identified management’s estimates of contractual pricing allowances for rebates as a critical audit matter because our evaluation of the
Company’s methods and assumptions used in estimating the contractual pricing allowances involved especially challenging auditor judgment
and required a high degree of audit effort.
The primary procedures we performed to address this critical audit matter included:
● Testing management’s process for determining the estimates of contractual pricing allowances for rebates by performing the
following procedures:
o Obtaining an understanding of management’s process for estimating the contractual pricing allowances for rebates.
o Testing management’s analysis for clerical accuracy.
o Testing the completeness, accuracy, and reliability of underlying data used by management in the estimate.
o Evaluating the reasonableness of significant assumptions used by management.
● Developing an independent expectation of contractual pricing allowances for rebates as of the period end based on historical trends
in sales to distributors and compared such expectation to the Company’s estimate.
● Performed retrospective reviews by comparing subsequently issued rebates to balances as of December 31, 2022 and 2021.
/s/ Moss Adams LLP
Dallas, Texas
March 30, 2023
We have served as the Company’s auditor since 2016.
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RETRACTABLE TECHNOLOGIES, INC.
BALANCE SHEETS
December 31, 2022
December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net
Receivable from Technology Investment Agreement (TIA)
Investments in debt and equity securities, at fair value
Inventories
Income taxes receivable
Prepaid estimated taxes
Other current assets
Total current assets
Property, plant, and equipment, net
Deferred tax asset
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Current portion of long-term debt
Accrued compensation
Dividends payable
Accrued royalties to shareholder
Other accrued liabilities
Income taxes payable
Total current liabilities
Other long-term liabilities
Long-term debt, net of current maturities
Total liabilities
Commitments and contingencies – see Note 10
Stockholders’ equity:
Preferred stock, $1 par value:
Class B; authorized: 5,000,000 shares
Series II, Class B convertible; 156,200 shares outstanding at December 31, 2022 and 2021
(liquidation preference of $1,952,500)
Series III, Class B convertible; 76,245 shares outstanding at December 31, 2022 and 2021
(liquidation preference of $953,063)
Common Stock, no par value; authorized: 100,000,000 shares; 34,024,304 shares issued and
29,937,159 and 33,484,935 shares outstanding at December 31, 2022 and 2021, respectively
Additional paid-in capital
Retained earnings
Common stock in treasury – at cost (4,087,145 and 528,169 shares at December 31, 2022 and
2021, respectively)
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
$
$
19,721,345
4,835,119
2,025,413
29,657,314
20,684,168
10,619,835
4,295
1,262,221
88,809,710
100,152,768
6,518,663
184,524
195,665,665
6,404,925
285,954
997,530
1,417,937
973,701
1,992,144
63,631
12,135,822
75,459,612
1,533,422
89,128,856
156,200
76,245
—
73,164,501
46,028,541
(12,888,678)
106,536,809
195,665,665
$
$
$
$
29,162,913
34,859,505
5,924,136
13,268,986
20,589,919
—
—
701,969
104,507,428
87,925,651
13,865,834
5,675
206,304,588
20,404,573
289,114
1,056,656
1,438,371
3,450,684
3,725,527
4,959,878
35,324,803
69,996,330
1,814,194
107,135,327
156,200
76,245
—
63,024,888
41,182,429
(5,270,501)
99,169,261
206,304,588
See accompanying notes to financial statements
F-5
Table of Contents
Sales, net
Cost of sales:
Cost of manufactured product
Royalty expense to shareholder
Total cost of sales
Gross profit
Operating expenses:
Sales and marketing
Research and development
General and administrative
Total operating expenses
Income (loss) from operations
RETRACTABLE TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
Years Ended December 31,
2022
$
94,818,938
$
2021
188,382,454
$
2020
81,862,453
60,628,548
5,937,107
66,565,655
28,253,283
4,544,052
525,727
24,036,480
29,106,259
(852,976)
—
3,832,747
2,343,359
9,948
(170,651)
5,162,427
83,870
5,078,557
(232,444)
—
4,846,113
0.15
0.15
$
$
$
81,711,840
11,318,093
93,029,933
95,352,521
4,477,651
901,381
17,378,301
22,757,333
72,595,188
1,377,652
425,158
513,529
266,467
(227,183)
74,950,811
18,886,570
56,064,241
(241,703)
—
55,822,538
1.65
1.63
$
$
$
39,377,794
5,476,306
44,854,100
37,008,353
4,061,904
574,527
8,301,169
12,937,600
24,070,753
—
—
1,870,010
392,748
(260,264)
26,073,247
1,850,234
24,223,013
(573,868)
2,975,708
26,624,853
0.80
0.80
32,896,348
32,961,945
33,870,819
34,244,699
33,169,307
33,300,654
Gain on forgiveness of PPP loan
Other income - TIA
Unrealized gain on debt and equity securities
Interest and other income
Interest expense
Income before income taxes
Provision for income taxes
Net income
Preferred Stock dividend requirements
Deemed contribution on extinguishment of preferred stock
Net income applicable to common shareholders
Basic earnings per share
Diluted earnings per share
Weighted average common shares outstanding:
Basic
Diluted
$
$
$
See accompanying notes to financial statements
F-6
Table of Contents
Balance as of
December 31, 2019
Exchange of Preferred Stock for
Common Stock
Conversion of Preferred Stock
into Common Stock
Stock Option Exercises
Redemption
Dividends
Net income
Balance as of
December 31, 2020
Conversion of Preferred Stock
into Common Stock
Stock Option Exercises
Dividends
Stock Option Compensation
Repurchase of Common Stock -
at cost
Net income
Balance as of
December 31, 2021
Stock Option Exercises
Dividends
Stock Option Compensation
Repurchase of Common Stock -
at cost
Net income (loss)
Balance as of
December 31, 2022
RETRACTABLE TECHNOLOGIES, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Series I Class B
Series II Class B
Shares Amount Shares Amount
Series III Class B
Shares Amount
Series IV Class B
Amount
Shares
Series V Class B
Shares Amount
Common
Shares
Amount
96,000 $ 96,000 171,200 $171,200 129,245 $129,245
342,500 $ 342,500
34,000 $ 34,000 32,674,954 $
—
—
—
— (22,500)
(22,500) (342,500)
(342,500) (34,000)
(34,000)
754,000
(81,700)
—
(14,300)
—
—
(81,700) (15,000)
—
—
—
—
—
(14,300)
—
—
(15,000)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 156,200
156,200 106,745
106,745
—
—
—
—
—
—
—
—
—
—
—
—
— (30,500)
—
—
—
—
—
—
(30,500)
—
—
—
—
—
—
—
— 156,200
—
—
—
—
—
—
156,200
—
—
—
76,245
—
—
—
—
—
—
—
—
—
—
—
—
—
76,245
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— $
— 156,200 $156,200
76,245 $ 76,245
— $
See accompanying notes to financial statements
F-7
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
96,700
— 431,550
—
—
—
—
—
—
— 33,957,204
—
—
—
—
30,500
25,400
—
—
— (528,169)
—
—
— 33,484,935
11,200
—
—
—
—
—
— (3,558,976)
—
—
— $
— 29,937,159 $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Table of Contents
RETRACTABLE TECHNOLOGIES, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Additional
Retained Earnings/
Balance as of December 31, 2019
Exchange of Preferred Stock for Common Stock
Conversion of Preferred Stock into Common Stock
Stock Option Exercises
Redemption
Dividends
Net income
Balance as of December 31, 2020
Conversion of Preferred Stock into Common Stock
Stock Option Exercises
Dividends
Stock Option Compensation
Repurchase of Common Stock - at cost
Net income
Balance as of December 31, 2021
Stock Option Exercises
Dividends
Stock Option Compensation
Repurchase of Common Stock - at cost
Net income
Balance as of December 31, 2022
Paid-in
Capital
61,660,744
(3,090,672)
96,700
922,512
(92,950)
(210,933)
—
59,285,401
30,500
48,600
—
3,660,387
—
—
63,024,888
13,800
—
10,125,813
—
—
73,164,501
$
$
$
$
(Accumulated
Deficit)
Treasury
Stock
(33,891,234)
—
—
—
—
—
24,223,013
(9,668,221)
—
—
(5,213,591)
—
—
56,064,241
41,182,429
—
(232,445)
—
—
5,078,557
46,028,541
$
— $
—
—
—
—
—
—
—
—
—
—
—
(5,270,501)
—
(5,270,501)
—
—
—
(7,618,177)
—
(12,888,678)
$
Total
28,542,455
(3,489,672)
—
922,512
(107,250)
(210,933)
24,223,013
49,880,125
—
48,600
(5,213,591)
3,660,387
(5,270,501)
56,064,241
99,169,261
13,800
(232,445)
10,125,813
(7,618,177)
5,078,557
106,536,809
See accompanying notes to financial statements
F-8
Table of Contents
RETRACTABLE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Net unrealized gain on investments
Realized gain (loss) on investments
Accreted interest
Bond amortization
Deferred taxes
Provision for doubtful accounts
Share-based compensation
Other income - TIA
Gain on forgiveness of PPP loan
Loss on disposal of assets
(Increase) decrease in operating assets:
Accounts receivable
Inventories
Other current assets
Income taxes receivable
Prepaid estimated taxes
Other assets
Accounts payable
Accrued liabilities
Income taxes payable
Increase (decrease) in operating liabilities:
Net cash provided by operating activities
Cash flows from investing activities
Purchase of property, plant, and equipment
Purchase of debt and equity securities
Proceeds from the sales of equity securities
Net cash used by investing activities
Cash flows from financing activities
Repayments of long-term debt
Proceeds of long-term debt
Proceeds from Technology Investment Agreement (TIA)
Proceeds from the exercise of stock options
Payment of preferred stock redemption price payable
Payment of preferred stock repurchase payable
Payment of preferred stock dividends
Repurchase of common stock
Net cash provided by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at:
Beginning of period
End of period
Supplemental schedule of cash flow information:
Interest paid
Income taxes paid
Years Ended December 31,
2022
2021
2020
$
5,078,557
$
56,064,241
$
24,223,013
4,602,961
(2,343,359)
327,926
60,115
(159)
7,347,171
322,991
10,125,813
(3,832,747)
—
—
29,701,396
(94,249)
(560,200)
(10,619,886)
(4,296)
(178,850)
(13,999,647)
(4,269,163)
(4,896,246)
16,768,128
(16,830,077)
(18,135,191)
3,762,454
(31,202,814)
1,257,417
(513,529)
—
109,019
—
(9,234,628)
150,000
3,660,387
—
(1,377,652)
—
(13,877,663)
(10,355,273)
(17,652)
—
—
38,892
4,148,128
2,147,705
594,107
32,793,499
(58,366,563)
(4,748,624)
75,000
(63,040,187)
(283,933)
—
14,235,417
13,800
—
(1,101,110)
(252,879)
(7,618,177)
4,993,118
(9,441,568)
29,162,913
19,721,345
110,537
12,323,857
$
$
$
$
$
$
(274,791)
—
52,366,282
48,600
(101,250)
(1,101,110)
(3,824,311)
(5,270,501)
41,842,919
11,596,231
17,566,682
29,162,913
118,163
27,124,342
1,438,371
30,500
5,924,136
6,000
2,132,948
$
$
$
$
$
$
$
$
832,069
(1,870,010)
(162,595)
—
—
(4,631,206)
59,440
—
—
—
33,140
(14,626,910)
(2,784,054)
(49,116)
100,785
—
43,748
11,248,840
2,232,059
4,347,826
18,997,029
(21,049,656)
(2,242,897)
3,965,329
(19,327,224)
(260,894)
1,363,000
10,636,822
922,512
—
(482,670)
(216,642)
—
11,962,128
11,631,933
5,934,749
17,566,682
260,264
2,106,000
49,091
96,700
11,779,078
107,250
3,007,002
Supplemental schedule of noncash investing and financing activities:
Preferred dividends declared, not paid
Conversion of preferred stock to common stock
Amounts receivable under Technology Investment Agreement (TIA)
Redemption price payable
Preferred stock repurchase payable
2,025,413
6,000
1,091,953
See accompanying notes to financial statements
$
$
$
$
$
1,417,937
$
— $
$
$
$
F-9
Table of Contents
NOTES TO FINANCIAL STATEMENTS
1. BUSINESS OF THE COMPANY AND BASIS OF PRESENTATION
Business of the Company
Retractable Technologies, Inc. (the "Company”) was incorporated in Texas on May 9, 1994, and designs, develops, manufactures, and
markets safety syringes and other safety medical products for the healthcare profession. The Company began to develop its
manufacturing operations in 1995. The Company’s manufacturing and administrative facilities are located in Little Elm, Texas. The
Company’s products are the VanishPoint ® 0.5mL insulin syringe; 1mL tuberculin, insulin, and allergy antigen syringes; 0.5mL, 1mL, 2mL,
3mL, 5mL, and 10mL syringes; the small diameter tube adapter; the blood collection tube holder; the allergy tray; the IV safety catheter;
the Patient Safe® syringes; the Patient Safe® Luer Cap; the VanishPoint ® Blood Collection Set; and the EasyPoint® needle, as well as a
standard 3mL syringe packaged with an EasyPoint® needle. The Company also sells VanishPoint ® autodisable syringes in the
international market in addition to the Company’s other products.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP”) requires Management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ significantly from those estimates. The amount reported as a contractual allowance for rebates involves examination of
past historical trends related to sales to customers and the related credits issued once contractual obligations of the customers have been
met. The establishment of a liability for future claims of rebates against sales in the current period requires that the Company has an
understanding of the relevant sales with respect to product categories, sales distribution channels, and the likelihood of contractual
obligations being satisfied.
Cash and cash equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash, money market accounts, and investments with original
maturities of three months or less.
Accounts receivable
The Company records trade receivables when revenue is recognized. No product has been consigned to customers. The Company’s
allowance for doubtful accounts is primarily determined by review of specific trade receivables. Those accounts that are doubtful of
collection are included in the allowance. This provision is reviewed to determine the adequacy of the allowance for doubtful accounts.
Trade receivables are charged off when there is certainty as to their being uncollectible. Trade receivables are considered delinquent
when payment has not been made within contract terms. The allowance for doubtful accounts was $675,208 and $352,217 as of December
31, 2022 and 2021, respectively.
The Company requires certain customers to make a prepayment prior to beginning production or shipment of their order. Customers may
apply such prepayments to their outstanding invoices or pay the invoice and continue to carry forward the deposit for future orders.
Such amounts are included in Other accrued liabilities on the Balance Sheets and are shown in Note 7, Other Accrued Liabilities.
The Company records an allowance for estimated returns as a reduction to Accounts receivable and Gross sales. Historically, returns
have been insignificant.
F-10
Table of Contents
Inventories
Inventories are valued at the lower of cost or net realizable value, with cost being determined using actual average cost. The Company
compares the average cost to the net realizable value and records the lower value. Net realizable value is the estimated selling price in the
ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Management considers such
factors as the amount of inventory on hand and in the distribution channel, estimated time to sell such inventory, the shelf life of
inventory, and current market conditions when determining excess or obsolete inventories. Once inventory items are deemed to be either
excess or obsolete, they are written down to their net realizable value.
Investments in debt and equity securities
The Company holds high-grade mutual funds and debt and equity securities as investments. These assets are readily marketable and are
carried at fair value as of the date of the Balance Sheets. Net unrealized and realized gains or losses on these investments are reflected
separately on the Statements of Operations. Realized gains or losses on investments are recognized using the specific identification
method.
Property, plant, and equipment
Property, plant, and equipment are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred. Cost
includes major expenditures for improvements and replacements which extend useful lives or increase capacity and interest cost
associated with significant capital additions. Gains or losses from disposals are included in Interest and other income.
The Company's property, plant, and equipment primarily consist of buildings, land, assembly equipment, molding machines, molds, office
equipment, furniture, and fixtures. Depreciation and amortization are calculated using the straight-line method over the following useful
lives:
Production equipment
Office furniture and equipment
Buildings
Building improvements
Long-lived assets
3 to 13 years
3 to 10 years
39 years
15 years
The Company assesses the recoverability of long-lived assets using an assessment of the estimated undiscounted future cash flows
related to such assets. In the event that assets are found to be carried at amounts which are in excess of estimated gross future cash
flows, the assets will be adjusted for impairment to a level commensurate with fair value determined using a discounted cash flow analysis
or appraised values of the underlying assets.
Fair value measurements
For assets and liabilities that are measured using quoted prices in active markets, total fair value is the published market price per unit
multiplied by the number of units held without consideration of transaction costs. Assets and liabilities that are measured using
significant other observable inputs are valued by reference to similar assets or liabilities, adjusted for contract restrictions and other terms
specific to that asset or liability. For these items, a significant portion of fair value is derived by reference to quoted prices of similar
assets or liabilities in active markets. For all remaining assets and liabilities, fair value is derived using a fair value model, such as a
discounted cash flow model or Black-Scholes model.
Financial instruments
The Company estimates the fair value of financial instruments through the use of public market prices, quotes from financial institutions,
and other available information. Judgment is required in interpreting data to develop estimates
F-11
Table of Contents
of fair value and, accordingly, amounts are not necessarily indicative of the amounts that could be realized in a current market exchange.
Short-term financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and other liabilities,
consist primarily of instruments without extended maturities, the fair value of which, based on Management’s estimates, equals their
recorded values. Investments in debt and equity securities consist primarily of individual equity securities and mutual funds and are
reported at their fair value based upon quoted prices in active markets. Investments in certificates of deposit (CD) with original maturities
of greater than three months are reported at their estimated fair value based upon the duration of the CD and the interest rate earned on
the CD versus current interest rates of similar duration CDs. The fair value of long-term liabilities, based on Management’s estimates,
approximates their reported values.
Concentration risks
The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash, cash equivalents, certificates of
deposit, exchange-traded and closed-end funds, mutual funds, equity securities, and accounts receivable. Cash balances, some of which
exceed federally insured limits, are maintained in financial institutions; however, Management believes the institutions are of high credit
quality. The majority of accounts receivable are due from companies that are well-established entities. The Company assesses market risk
in equity securities through consultation with its outside investment advisors. Management is responsible for directing investment
activity based on current economic conditions. Management considers any exposure from concentrations of credit risks to be limited.
The following table reflects our significant customers in 2022, 2021, and 2020:
Number of significant customers
Aggregate dollar amount of net sales to significant
customers
Percentage of net sales to significant customers
2022
Years Ended December 31,
2021
2020
4
1
2
$
66.4 million
$
113.7 million
$
41.6 million
70.0 %
60.3 %
50.6 %
The Company increased its allowance for doubtful accounts by $323 thousand in 2022.
The Company manufactures some of its products in Little Elm, Texas, as well as utilizing manufacturers in China. The Company obtained
roughly 91.6% of its products in 2022 from its Chinese manufacturers. Purchases from Chinese manufacturers aggregated 92% and 85.2%
of products in 2021 and 2020, respectively. In the event that the Company becomes unable to purchase products from its Chinese
manufacturers, the Company may need to find an alternate manufacturer for its blood collection set, IV catheter, Patient Safe® syringe,
0.5mL insulin syringe, 0.5mL autodisable syringe, and 2mL, 5mL, and 10mL syringes, and would increase domestic production for the 1mL
and 3mL syringes and EasyPoint® needles.
Revenue recognition
The Company recognizes revenue when control of performance obligations passes to the customer, generally when the product ships.
Payments from customers with approved credit terms are typically due 30 days from the invoice date. Under certain contracts, revenue is
recorded on the basis of sales price to distributors, less contractual pricing allowances. Contractual pricing allowances consist of: (i)
rebates granted to distributors who provide tracking reports which show, among other things, the facility that purchased the products,
and (ii) a provision for estimated contractual pricing allowances for products for which the Company has not received tracking reports.
When rebates are issued, they are applied against the customer’s receivable balance. Distributors receive a rebate for the difference
between the Wholesale Acquisition Cost and the appropriate contract price as reflected on a tracking report provided by the distributor
to the Company. If product is sold by a distributor to an entity that has no contract, there is a standard rebate (lower than a contracted
rebate) given to the distributor. One of the purposes of the rebate is to encourage distributors to submit tracking reports to the Company.
The provision for contractual pricing allowances is recognized
F-12
Table of Contents
in the period the related sales are recognized and is reviewed at the end of each quarter and adjusted for changes in levels of products for
which there is no tracking report. Additionally, if it becomes clear that tracking reports will not be provided by individual distributors, the
provision is further adjusted. The estimated contractual allowance is included in Accounts payable in the Balance Sheets and deducted
from Revenues in the Statements of Operations. Accounts payable included estimated contractual allowances for $3.0 million and $6.2
million as of December 31, 2022 and 2021, respectively. The terms and conditions of contractual pricing allowances are governed by
contracts between the Company and its distributors. Revenue for shipments directly to end-users is recognized when title and risk of
ownership pass from the Company. End-users do not receive any contractual allowances on their purchases. Any product shipped or
distributed for evaluation purposes is expensed.
The Company provides product warranties that: i) the products are fit for medical use as generally defined within the boundaries of
United States FDA approval; ii) the products are not defective; and iii) the products will conform to the descriptions set forth in their
respective labeling, provided that they are used in accordance with such labeling and the Company’s written directions for use. The
Company has historically not incurred significant warranty claims.
The Company’s domestic return policy provides that a customer may return incorrect shipments within 10 days following arrival at the
distributor’s facility. In all such cases, the distributor must obtain an authorization code from the Company and affix the code to the
returned product.
The Company’s domestic return policy also generally provides that a customer may return product that is overstocked. Overstocking
returns are limited to two times in each 12-month period up to 1% of distributor’s total purchase of products for the prior 12-month period.
All product overstocks and returns are subject to inspection and acceptance by the Company. The Company has not historically
incurred significant returns.
The Company’s international distribution agreements generally do not provide for any returns.
The Company requires certain customers to pay in advance of product shipment. Such prepayments from customers are recorded in
Other accrued liabilities and are generally recognized as revenue upon shipment of the product.
The Company periodically recognizes revenue from licensing agreements. If the Company licenses its products for sale and the
customers of the sublicensee are not known to the Company, the Company is obligated to pay Thomas J. Shaw, the owner of certain
patented technology, fifty percent (50%) of such revenue pursuant to the terms of the Technology License Agreement between the
Company and Mr. Shaw.
Disaggregated information of revenue recognized from contracts with customers and licensing fees recognized are as follows:
Geographic Segment
U.S. sales (excluding U.S. government)
Sales to U.S. government
North and South America sales (excluding
U.S.)
Other international sales
Total
Syringes
29,283,122
15,731,136
28,720,378
13,004,225
86,738,861
$
$
$
$
For the year ended December 31, 2022:
Blood
Collection
Products
EasyPoint®
Needles
Other
Products
2,685,785
—
$
4,481,202
—
—
268,064
2,953,849
$
2,608
190,468
4,674,278
$
$
42,166
—
403,834
5,950
451,950
$
$
Total
Product
Sales
36,492,275
15,731,136
29,126,820
13,468,707
94,818,938
F-13
Table of Contents
Geographic Segment
U.S. sales (excluding U.S. government)
Sales to U.S. government
North and South America sales (excluding
U.S.)
Other international sales
Total
Geographic Segment
U.S. sales (excluding U.S. government)
Sales to U.S. government
North and South America sales (excluding
U.S.)
Other international sales
Total
Income taxes
Syringes
42,770,403
113,662,440
14,345,874
5,551,592
176,330,309
Syringes
30,446,858
31,634,343
5,733,116
917,478
68,731,795
$
$
$
$
$
$
$
$
For the year ended December 31, 2021:
Blood
Collection
Products
EasyPoint®
Needles
Other
Products
2,171,680
—
4,800
71,670
2,248,150
$
$
8,892,712
—
100,848
642,880
9,636,440
$
$
53,341
—
109,714
4,500
167,555
$
$
For the year ended December 31, 2020:
Blood
Collection
Products
EasyPoint®
Needles
Other
Products
Total
Product
Sales
53,888,136
113,662,440
14,561,236
6,270,642
188,382,454
Total
Product
Sales
42,169,463
31,634,343
6,893,150
2,116,108
—
8,450
239,329
2,363,887
$
$
9,542,122
—
86,816
235
9,629,173
$
$
64,375
$
—
1,064,768
8,455
1,137,598
$
1,165,497
81,862,453
The Company evaluates tax positions taken or expected to be taken in a tax return for recognition in the financial statements based on
whether it is "more-likely-than-not” that a tax position will be sustained based upon the technical merits of the position. Measurement of
the tax position is based upon the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
The Company provides for deferred income taxes through utilizing an asset and liability approach for financial accounting and reporting
based on the tax effects of differences between the financial statement and tax bases of assets and liabilities, based on enacted rates
expected to be in effect when such differences reverse in future periods. Deferred tax assets are periodically reviewed for realizability. In
prior periods, the Company established a valuation allowance for its net deferred tax asset as future taxable income which could not be
reasonably assured. During the quarter ended June 30, 2020, the Company released its valuation allowance based on available evidence
supporting that its deferred tax assets will be realized in full.
Earnings per share
The Company computes basic earnings per share ("EPS”) by dividing net earnings for the period (adjusted for any cumulative dividends
for the period) by the weighted average number of common shares outstanding during the period. Diluted EPS includes the determinants
of basic EPS and, in addition, reflects the dilutive effect, if any, of the common stock deliverable pursuant to stock options and/or
common stock issuable upon the conversion of convertible preferred stock.
The calculation of diluted EPS under the treasury stock method included the following shares in 2022, 2021, and 2020:
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Common Stock underlying issued and outstanding stock options
Common stock issuable upon the conversion of convertible preferred shares
2022
Years Ended December 31,
2021
141,435
232,445
373,880
65,597
—
65,597
2020
131,347
—
131,347
In both 2022 and 2020, preferred stock was excluded from the calculation of diluted EPS because the effect was antidilutive.
The potential dilution, if any, is shown on the following schedule:
Net income
Preferred stock dividend requirements
Deemed contribution on extinguishment of preferred stock
Income applicable to common shareholders
Average common shares outstanding
Average common and common equivalent shares
outstanding — assuming dilution
Basic earnings per share
Diluted earnings per share
$
$
$
$
$
2022
5,078,557
(232,444)
—
4,846,113
32,896,348
Years Ended December 31,
2021
56,064,241
(241,703)
—
55,822,538
33,870,819
$
$
$
32,961,945
0.15
0.15
$
$
34,244,699
1.65
1.63
$
$
2020
24,223,013
(573,868)
2,975,708
26,624,853
33,169,307
33,300,654
0.80
0.80
The FASB Codification 260-10-S99-2, Effect on the Calculation of Earnings per Share for the Redemption or Induced Conversion of
Preferred Stock, requires the gain or loss on extinguishment of equity-classified preferred stock to be included in the net income per
common stockholder used to calculate earnings per share (similar to the treatment of dividends paid on preferred stock). The difference
between (1) the fair value of the consideration transferred to the holders of the preferred stock and (2) the carrying amount of the
preferred stock (net of issuance costs) is subtracted from (or added to) net income to arrive at income available to common stockholders
in the calculation of earnings per share. The Company has determined to apply this guidance to its accounting treatment of the preferred
stock transactions described in Note 20.
Shipping and handling costs
The Company classifies shipping and handling costs as part of Cost of sales in the Statements of Operations.
Share-based Compensation
The Company’s share-based payments are accounted for using the Black-Scholes fair value method. The Company generally records
share-based compensation expense on a straight-line basis over the requisite service period. The Company records forfeitures as they
occur.
Self-insured employee benefit costs
The Company self-insures certain health insurance benefits for its employees under certain policy limits. The Company has additional
coverage provided by an insurance company for any individual with claims in excess of $100,000 and/or total plan claims in excess of $1.6
million for the plan year.
Research and development costs
Research and development costs are expensed as incurred.
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Leases
The Company determines if an arrangement is a lease at inception. Operating and finance leases are included in Other assets, Other
accrued liabilities, and Other long-term liabilities on the Balance Sheets. Right-of-use ("ROU") assets represent the Company's right to
use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease.
Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over
the lease term.
The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to
extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is
recognized on a straight-line basis over the lease term. Leases with an initial term of twelve months or less are not recorded on the Balance
Sheets; however, rent expense is recognized on a straight-line basis over the lease term. As of December 31, 2022, all leases have expired.
Technology Investment Agreement (TIA)
Effective July 1, 2020, the Company 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),
as amended, for $81,029,518 in government funding for expanding the Company’s domestic production of needles and syringes. Pursuant
to the terms of the TIA, the Company has made significant additions to its facilities which has allowed the Company to increase domestic
production capacity. For further explanation, please refer to Note 22 – Technology Investment Agreement.
The amounts set forth as Receivable from Technology Investment Agreement (TIA) on the Balance Sheets represent amounts receivable
under the TIA. The amounts may represent advance requests or reimbursement requests for expenditures. As reimbursements are
received from the U.S. government for such expenditures, the Company records a deferred liability. In 2021, the deferred liability began to
be systematically amortized as a gain over the life of the related property, plant, and equipment and is presented as Other income – TIA
on the Statements of Operations. For any reimbursements received for expenditures not capitalized as property, plant, and equipment,
Other income – TIA will be recognized in the same period as the expense.
Recently Adopted Pronouncements
The Company adopted ASU 2021-10, "Government Assistance (Topic 832): Disclosures by Business Entities about Government
Assistance”. The new standard is intended to provide increased transparency by requiring business entities to disclose information
about certain types of government assistance they receive in the notes to the financial statements. ASU 2021-10 also adds a new Topic –
ASC 832, Government Assistance – to the FASB’s Codification. Included in the disclosures under the guidance are the nature of the
transaction including the nature of the assistance being given, the accounting policies being used to account for the transaction and
other provisions of relevance. The guidance is effective for annual periods beginning after December 15, 2021, with early adoption
permitted. The Company has determined that the guidance did not have a material impact on its financial statements as such disclosures
surrounding the TIA, including the accounting policies used to account for the agreement, have been in place since its inception.
Recently Issued Pronouncements
In June 2022, the FASB issued ASU 2022-03, "Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions”, intended to clarify that a contractual restriction on the sale of an equity security is not considered part
of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendment also clarifies that an
entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. ASU No. 2022-03 is effective for public
business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is
permitted. For all other entities, it is effective for fiscal years, including interim periods within those fiscal years beginning after
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December 15, 2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made
available for issuance. The Company is evaluating the adoption of the amendments and the potential impact it may have, if any, on its
financial statements.
In March 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate
Reform on Financial Reporting”, to ease the potential burden in accounting for reference rate reform. The new guidance provides optional
expedients for contracts that reference LIBOR, if certain criteria are met, that can be applied through December 31, 2022. The Company
has determined that the adoption of ASU No. 2020-04 would not have a material impact on its financial statements.
3. INVENTORIES
Inventories consist of the following:
Raw materials
Finished goods
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
December 31, 2022
December 31, 2021
4,896,904
15,787,264
20,684,168
$
$
4,402,828
16,187,091
20,589,919
$
$
ASC 820, "Fair Value Measurements”, defines fair value, establishes a framework for measuring fair value and requires additional
disclosures regarding certain fair value measurements. ASC 820 establishes a three-tier hierarchy for measuring fair value, as follows:
● Level 1 – quoted market prices in active markets for identical assets and liabilities
● Level 2 – inputs other than quoted prices that are directly or indirectly observable
● Level 3 - unobservable inputs where there is little or no market activity
The following tables summarize the values of assets designated as Investments in debt and equity securities:
Equity securities
Mutual funds
Municipal bonds
Equity securities
Mutual funds and exchange traded funds
Level 1
27,692,459
1,302,973
661,882
29,657,314
Level 1
9,112,607
4,156,379
13,268,986
$
$
$
$
$
$
$
$
December 31, 2022
Level 2
Level 3
— $
—
—
— $
December 31, 2021
Level 2
Level 3
— $
—
— $
— $
—
—
— $
— $
—
— $
Total
27,692,459
1,302,973
661,882
29,657,314
Total
9,112,607
4,156,379
13,268,986
These assets are readily marketable and are carried at fair value as of the date of the Balance Sheets. The Company intends to hold these
assets for possible future operating requirements.
The following table summarizes gross unrealized gains and losses from Investments in debt and equity securities:
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Equity securities
Mutual funds
Municipal bonds
Equity securities
Mutual funds and exchange traded funds
Cost
22,913,739
1,252,804
634,455
24,800,998
Cost
6,729,245
4,018,488
10,747,733
$
$
$
$
$
$
$
$
December 31, 2022
Cumulative Unrealized
Gains
4,778,720
50,169
27,427
4,856,316
$
$
Losses
— $
—
—
— $
December 31, 2021
Cumulative Unrealized
Gains
2,383,362
137,891
2,521,253
$
$
Losses
— $
—
— $
Aggregate
Fair Value
27,692,459
1,302,973
661,882
29,657,314
Aggregate
Fair Value
9,112,607
4,156,379
13,268,986
Unrealized gains on investments were $2,343,359; $513,529; and $1,870,010 for the years ended December 31, 2022, 2021, and 2020,
respectively.
5. PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment consist of the following:
Land
Buildings and building improvements
Production equipment
Office furniture and equipment
Construction in progress
Accumulated depreciation
December 31,
2022
2021
$
$
261,893
25,038,429
86,330,729
4,811,703
15,896,433
132,339,187
(32,186,419)
100,152,768
$
$
261,893
24,364,084
34,112,766
4,089,362
52,681,005
115,509,110
(27,583,459)
87,925,651
Depreciation expense for the years ended December 31, 2022, 2021, and 2020 was $4,602,961; $1,257,417; and $832,069, respectively.
6. LICENSE AGREEMENT
In 1995, the Company entered into a license agreement with the Chief Executive Officer of the Company, Thomas J. Shaw, for the exclusive
right to manufacture, market, and distribute products utilizing automated retraction technology, which agreement has been amended. This
technology is the subject of various patents and patent applications owned by Mr. Shaw. The license agreement provides for quarterly
payments of a 5% royalty fee on gross sales. Additionally, if the Company sublicenses the technology and the sublicensee’s customers
are not known to the Company, then Mr. Shaw shall be entitled to receive from the Company fifty percent ( 50)% of the royalties actually
paid to the Company by such sublicensee. The royalty fee expense is recognized in the period in which it is earned. Royalty fees of
$5,937,107; $11,318,093; and $5,476,306 are included in Cost of sales for the years ended December 31, 2022, 2021, and 2020, respectively.
Royalties payable under this agreement aggregated $973,701 and $3,450,684 at December 31, 2022, and 2021, respectively. Gross sales
upon which royalties are based were $118,742,140; $226,294,765; and $109,526,118 for 2022, 2021, and 2020, respectively.
On November 16, 2021, the Company and Mr. Shaw entered into the Third Amendment to Technology License Agreement (the
"Amendment”). The Amendment expands the scope of the Technology License Agreement and provides additional protection to the
parties in the event of a Hostile Takeover, as defined by the Amendment. Under
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the Amendment, under certain conditions, Mr. Shaw is granted the unilateral right to terminate the Technology License Agreement or
cancel or convert a license thereunder from exclusive to nonexclusive following a Hostile Takeover.
7. OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following:
Prepayments from customers
Accrued professional fees
Current portion – preferred stock repurchase
Other accrued expenses
Total
December 31, 2022
December 31, 2021
435,916
254,584
1,097,954
203,690
1,992,144
$
$
2,339,530
185,515
1,098,282
102,200
3,725,527
$
$
8. LONG-TERM DEBT
Long-term debt consists of the following:
Loan from American First National Bank. Maturity date is April 10, 2028. The loan, in the original amount
of $4,209,608, provided funding for the expansion of the warehouse, additional office space, and a new
controlled environment. The loan is secured by the Company’s land and buildings. The interest rate is
equal to prime rate plus 0.25%, not to be less than 5.0%. The interest rate was 7.75% at December 31,
2022.
Less: current portion
December 31,
2022
2021
$
$
1,819,376
(285,954)
1,533,422
$
$
2,103,308
(289,114)
1,814,194
The fair value of long-term liabilities, based on Management’s estimates, approximates their reported values.
The aggregate maturities of long-term debt as of December 31, 2022, are as follows:
2023
2024
2025
2026
2027
Thereafter
9. OTHER LONG-TERM LIABILITIES
Other long-term liabilities consist of the following:
$
$
285,954
308,903
334,416
361,661
391,125
137,317
1,819,376
Technology Investment Agreement (TIA)
Stock repurchase
Total
December 31, 2022
December 31, 2021
$
$
75,459,612
—
75,459,612
$
$
68,955,664
1,040,666
69,996,330
The TIA provides for reimbursement to the Company for the purchase of equipment and supplies related to the expansion of the
Company’s domestic production of needles and syringes. Under the TIA, reimbursable amounts will
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be reflected as a liability until the time its deferred income can be systematically amortized over a period matching the useful life of the
purchased assets.
At December 31, 2021, the stock repurchase liability of amounts payable by the Company to former preferred shareholders as a result of
private stock purchases in 2020 (See Note 20) was classified as a long-term liability. As of December 31, 2022, the final installment of
$1,101,110 paid in February 2023 was instead classified as Other accrued liabilities on the Balance Sheets.
10. COMMITMENTS AND CONTINGENCIES
On November 7, 2019, the Company filed a lawsuit in the 44th District Court of Dallas County, Texas (No. DC-19-17946) against Locke Lord,
LLP and Roy Hardin in connection with their legal representation of the Company in its previous litigation against Becton, Dickinson and
Company ("BD"). The Company alleged that the defendants breached their fiduciary duties, committed malpractice, and were negligent in
their representation of the Company. The Company seeks actual and exemplary damages, disgorgement, costs, and interest. On October 6,
2020, the Court dismissed Locke Lord, LLP and Mr. Hardin’s motion to dismiss. Such order was affirmed on April 20, 2021 by the Court of
Appeals, Fifth District of Texas at Dallas. On April 7, 2022, the Company amended its petition. On March 23, 2022 and again on May 4,
2022, Locke Lord, LLP and Mr. Hardin filed a motion for partial summary judgment regarding the Company’s cause of action for breach of
fiduciary duty. On July 12, 2022, the Court granted a partial summary judgment and ordered that the Company take nothing on its cause of
action for breach of fiduciary duty and ruled that such claims be characterized as professional negligence or legal malpractice causes of
action. On August 3, 2022, Locke Lord, LLP and Mr. Hardin filed a motion for summary judgment regarding proximate cause and actual
damages which was denied for all but one issue on December 14, 2022. On August 12, 2022, Locke Lord, LLP and Mr. Hardin filed a
motion for summary judgment regarding Fifth Circuit law on patent infringement as antitrust conduct and such motion was denied on
October 3, 2022. On September 2, 2022, the Company filed a Second Amended Petition alleging legal malpractice and negligence. The jury
trial date, originally set for April 3, 2023, was postponed to October 30, 2023, following the Company’s motion for continuance.
11. INCOME TAXES
The provision (benefit) for income taxes consists of the following:
For the Years Ended December 31,
2021
2020
2022
Current tax provision (benefit)
Federal
State
Total current provision (benefit)
Deferred tax provision (benefit)
Federal
State
Total deferred tax provision (benefit)
Total income tax provision
$
$
$
1,448,000
(8,711,302)
(7,263,302)
20,041,644
8,079,555
28,121,199
3,717,559
3,629,613
7,347,172
83,870
$
(6,719,211)
(2,515,418)
(9,234,629)
18,886,570
$
$
4,431,590
2,049,850
6,481,440
(3,428,399)
(1,202,807)
(4,631,206)
1,850,234
As of December 31, 2022, the Company had federal net operating losses of $22.7 million with no expiration date and state net operating
losses of $4.9 million which will begin to expire in 2030.
Utilization of the federal net operating loss carry forwards and credits may be subject to a substantial annual limitation due to the
ownership change limitations under Internal Revenue Code Section 382. State net operating losses and credits are subject to limitations
under similar rules.
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Table of Contents
Deferred taxes are provided for those items reported in different periods for income tax and financial reporting purposes. The tax effects
of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:
Deferred tax assets
Net operating loss carry forwards
Accrued expenses and reserves
Employee stock option expense
Nonemployee stock option expense
Inventories
Deferred income – TIA contract
Capital loss
Interest expense limitation
Deferred tax assets
Deferred tax liabilities
Unrealized gains/losses
Property, plant, and equipment
Deferred tax liabilities
Net deferred assets
Valuation allowance
Net deferred tax assets
December 31,
2022
2021
5,053,102
713,429
$
—
—
159,405
15,860,880
67,962
24,572
21,879,350
(1,028,232)
(14,049,742)
(15,077,974)
6,801,376
(282,713)
6,518,663
$
130,643
1,298,083
958,530
8,887
118,201
18,199,768
—
—
20,714,112
(665,960)
(6,182,318)
(6,848,278)
13,865,834
—
13,865,834
$
$
Deferred income tax calculations reflect the effects of temporary differences between the carrying amounts of assets and liabilities and
their tax bases, as well as from net operating loss carry forwards, and are stated at the U.S. tax rate of 21%. Deferred income tax assets
represent amounts available to reduce income taxes payable on taxable income in future years.
Deferred tax assets are periodically reviewed for realizability. The Company establishes a valuation allowance for its net deferred tax asset
when future taxable income is not reasonably assured. As of December 31, 2022, the Company determined that a $283 thousand valuation
allowance is needed for the state net operating losses. No valuation allowance was established as of December 31, 2021. The valuation
allowance of $5.0 million was fully released during the year ended December 31, 2020.
Under the Tax Cuts and Jobs Act, net operating losses incurred after December 31, 2017 can only offset 80% of taxable income. However,
these net operating losses may be carried forward indefinitely instead of limited to twenty years under previous tax law. Carryback of
these losses is no longer permitted.
The CARES Act temporarily removed the 80% of taxable income limitation to allow NOL carryforwards to fully offset income. For tax
years beginning before 2021, the Company can take an NOL deduction equal to 100% of taxable income. For tax years beginning after
2021, the Company can take: (1) a 100% deduction of NOLs arising in tax years prior to 2018, and (2) a deduction limited to 80% of
modified taxable income for NOLs arising in tax years after 2017.
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A reconciliation of the federal statutory corporate tax rate to the Company’s effective tax rate is as follows:
U.S. statutory federal tax rate
State tax, net of federal tax
Change in valuation allowance
Valuation Allowance
Stock options
State rate change
PPP loan
Return-to-provision and other
Effective tax rate
December 31,
2021
21.0 %
6.4
—
—
(0.1)
—
(0.4)
(1.7)
25.2 %
2022
21.0 %
1.0
5.5
4
41.7
(75.1)
—
3.7
1.6 %
2020
21.0 %
4.2
(19.2)
(0.6)
—
—
—
1.7
7.1 %
During 2022, the Company engaged tax consultants to perform a nexus study in order to determine if its activities in certain states were
subject to previously estimated tax liabilities. As a result of the study, the Company determined that its activities in those states are
protected by P.L. 86-272 and revised its estimates for state taxes. The Company has further determined that it is more likely than not that
the various state jurisdictions will agree that the Company’s activities are protected under P.L. 86-272 and the revised estimates for refund
applications are appropriate.
The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions. The Company’s federal
income tax returns for all tax years ended on or after December 31, 2020, remain subject to examination by the Internal Revenue Service.
The Company’s state and local income tax returns are subject to examination by the respective state and local authorities over various
statutes of limitations, most ranging from three to five years from the date of filing.
12. DIVIDENDS
The Board declared and the Company paid cash dividends to Series I and Series II Class B Preferred Shareholders within one month of the
end of each quarter in 2020, resulting in cumulative annual payments of $48,000, and $168,642 to Series I and Series II preferred
shareholders. One payment of $10,041, and $39,050 was made to Series I and Series II preferred shareholders, respectively, in January
2021. A payment of $39,050 was paid in April 2021 to Series II preferred shareholders.
In June 2021, the Board of Directors approved payments to its Series II, Series III, and former Series IV and Series V Class B Preferred
Shareholders in the cumulative amount of $5,056,945 representing all current dividends, dividends in arrears, as well as dividends still
owed to shareholders who converted their preferred stock in the past. Of this amount, $39,050 was declared and paid to Series II Class B
Convertible Preferred shareholders. To Series III Class B Convertible Preferred shareholders, $4,086,704 was declared, covering amounts
in arrears from the date of purchase though the date of conversion or June 30, 2021, whichever is applicable. To former Series IV Class B
Convertible Preferred shareholders, $101,475 was declared, covering amounts in arrears from the date of purchase though the date of
conversion. To former Series V Class B Convertible Preferred shareholders, $829,716 was declared, covering amounts in arrears from the
date of purchase though the date of conversion. The dividends were paid on July 22, 2021 to all shareholders who had been contacted
and confirmed as the rightful owner entitled to payment. The Company has not yet established contact with all former shareholders, most
of whom converted their shares prior to 2001. As of March 30, 2023, the Company is continuing its efforts to establish contact with
approximately 90 former shareholders who are entitled to approximately $1.4 million.
A payment of $39,050 was paid in October 2021 and within one month of each quarter’s end in 2022 as well as in January 2023 to Series II
preferred shareholders. Series III preferred shareholders were paid $39,495 in January 2022 and $19,061 within one month of each
remaining quarter’s end in 2022 as well as in January 2023.
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13. STOCKHOLDERS’ EQUITY
Preferred Stock
The Company is authorized to issue 5,000,000 shares of Preferred Stock Class A with a par value of One Dollar ($1.00) per share; 5,000,000
shares of Preferred Stock Class B with a par value of One Dollar ($1.00) per share; and 5,000,000 shares of Preferred Stock Class C with a
par value of One Dollar ($1.00) per share.
The Company has one class of Preferred Stock outstanding: Class B Convertible Preferred Stock ("Class B Stock”). The Class B Stock
has two series: Series II and Series III. Series I, Series IV, and Series V were cancelled by Board resolution effective March 16, 2021.
The Class B Series II and III stock had 156,200 and 76,245 shares outstanding, respectively, at December 31, 2022. The remaining 4,767,555
authorized shares have not been assigned a series.
Series II Class B Stock
There were 156,200 shares of $1 par value Series II Class B Stock outstanding at December 31, 2021 and 2020. Holders of Series II Class B
Stock are entitled to receive a cumulative annual dividend of $1.00 per share, payable quarterly if declared by the Board of Directors.
Holders of Series II Class B Stock generally have no voting rights until dividends are in arrears and unpaid for twelve consecutive
quarters. In such case, the holders of Series II Class B Stock have the right to elect one-third of the Board of Directors of the Company.
The Company paid dividends of $156,200 in 2021 and $156,200 in 2022. At December 31, 2022, no dividends were in arrears.
Series II Class B Stock is redeemable at the option of the Company at a price of $15.00 per share plus all unpaid dividends. Each share of
Series II Class B Stock may, at the option of the stockholder, be converted to one share of Common Stock. No shares were converted in
2021 or 2022. In the event of voluntary or involuntary dissolution, liquidation, or winding up of the Company, holders of Series II Class B
Stock then outstanding are entitled to $12.50 per share, plus all unpaid dividends, prior to any distributions to holders of Series III Class B
Stock or Common Stock.
Series III Class B Stock
There were 76,245 shares of $1 par value Series III Class B Stock outstanding at December 31, 2021 and 2020. Holders of Series III Class B
Stock are entitled to receive a cumulative annual dividend of $1.00 per share, payable quarterly if declared by the Board of Directors. The
Company paid dividends of $3,245,693 in 2021, including dividend amounts owed to shareholders who converted their preferred stock in
the past. The Company paid dividends of $96,679 in 2022. At December 31, 2022, no dividends were in arrears.
Series III Class B Stock is redeemable at the option of the Company at a price of $15.00 per share, plus all unpaid dividends. Each share of
Series III Class B Stock may, at the option of the stockholder, be converted to one share of Common Stock. 30,500 shares were converted
into Common Stock in 2021. No shares were converted in 2022. In the event of voluntary or involuntary dissolution, liquidation, or
winding up of the Company, holders of Series III Class B Stock then outstanding are entitled to $12.50 per share, plus all unpaid
dividends, after distribution obligations to Series II Class B Stock have been satisfied and prior to any distributions to holders of Common
Stock.
Common stock
The Company is authorized to issue 100,000,000 shares of no par value Common Stock, of which 29,937,159 and 33,484,935 shares were
outstanding at December 31, 2022 and 2021, respectively. At December 31, 2022 and 2021, 4,087,145 and 528,169 shares, respectively, were
held as treasury stock and were not deemed outstanding. Additionally, as of December 31, 2022, a total of 379,595 shares of Common
Stock were issuable upon the conversion of Preferred Stock and the exercise of stock options.
F-23
Table of Contents
14. TREASURY STOCK
In June 2021, the Company approved a stock repurchase plan and in December 2022, the Company entered into a privately negotiated
repurchase agreement, both as described by Note 23. The Company accounts for the purchased shares under the cost method as
Common Stock Held in Treasury – at cost, which represents the cost of the shares and, for the purposes of the repurchase plan, the cost
of acquiring the shares through the Company’s broker.
15. RELATED PARTY TRANSACTIONS
The Company has a license agreement with the Chief Executive Officer of the Company. See Note 6.
On December 26, 2022, the Company approved the repurchase of three million shares of stock at $1.60 per share from BML Investment
Partners, L.P., a 10% stockholder at the time of the transaction. BML Investment Partners, L.P. was a related party only by virtue of its
stock ownership.
16. STOCK OPTIONS
Stock options
Options for the purchase of 3,649,508 shares of Common Stock have been issued under the 2008 Stock Option Plan. Options for the
purchase of 147,150 shares under the 2008 Stock Option Plan were outstanding as of December 31, 2022. No shares are available for future
issuance under the 2008 Stock Option Plan, which expired July 25, 2018.
In the year ended December 31, 2021, three officers were granted options for the purchase of a total of 1,350,000 shares under the 2021
Stock Option Plan. All such options were terminated on December 19, 2022. No options are currently outstanding under the 2021 Stock
Option Plan, and none were granted in 2022. Options for the purchase of 2,000,000 shares of Common Stock are available for future
issuance under the 2021 Stock Option Plan.
FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation (ASU 718), provides accounting guidance
and treatment of share-based compensation. ASC 718-20-35-9 provides that a cancellation of an award that is not accompanied by the
concurrent grant of (or offer to grant) a replacement award or other valuable consideration shall be accounted for as a repurchase for no
consideration. Accordingly, any previously unrecognized compensation cost shall be recognized at the cancellation date. Under this
guidance, the Company accelerated the recognition of all future stock option expense related to the recently terminated option grants
immediately. The impact to the financial statements for the year ended December 31, 2022 was the recognition of an additional $5.5 million
in stock option expense.
The Compensation and Benefits Committee administers the Company’s stock option plans.
Stock option exercises
Stock options were exercised by the Company’s employees and directors during 2022, and, consequently, a total of 11,200 shares of
Common Stock were issued for an aggregate payment to the Company of $13,800 to exercise such options.
Director, officer, and employee options
A summary of Director, officer, and employee options granted and outstanding under the 2008 Stock Option Plan is presented below:
F-24
Table of Contents
Outstanding at beginning of period
Granted
Exercised
Forfeited
Outstanding at end of period
Exercisable at end of period
2022
Weighted
Average
Exercise
Price
Years Ended December 31,
2021
Weighted
Average
Exercise
Price
2020
Weighted
Average
Exercise
Price
Shares
Shares
173,050
$
— $
$
$
(11,200)
(14,700)
147,150
147,150
$
$
2.06
—
1.23
2.75
2.06
Shares
199,450
$
— $
$
$
(25,400)
(1,000)
173,050
$
$
2.06
173,050
2.05
—
1.91
2.75
2.06
2.06
639,300
$
— $
$
$
(431,550)
(8,300)
199,450
199,450
$
$
2.12
—
(2.14)
(2.75)
2.05
2.05
The following table summarizes information about Director, officer, and employee options outstanding under the 2008 Stock Option Plan
at December 31, 2021:
$
$
Exercise Prices
Shares Outstanding
1.05
2.75
60,000
87,150
Weighted Average
Remaining Contractual Life
Shares Exercisable
3.99
3.69
60,000
87,150
Non-employee options
In 2022, 2021, and 2020, there were no non-director and non-employee options outstanding.
Stock-based Compensation
The Company recorded $3,660,387 in stock-based compensation expense in 2021. No stock-based compensation expense was recorded in
2020.
On December 19, 2022, the Company terminated all stock option awards issued under the 2021 Stock Option Plan, causing the acceleration
of the recognition of future stock option expense in the amount of $5.5 million. The Company recorded a total of $10.1 million in stock-
based compensation expense in 2022.
Options Pricing Models – Assumptions
The expected life is based on the Company’s historical experience with option exercise trends. The assumptions for expected volatility are
based on a calculation of volatility over the five-years preceding the grant date. Risk-free interest rates are set using grant-date U.S.
Treasury yield curves. In its calculations, the Company assumed no dividends. The Company elected a policy to account for forfeitures
as they occur, rather than on an estimated basis.
17. 401(k) PLAN
The Company implemented an employee savings and retirement plan (the "401(k) Plan”) in 2005 that is intended to be a tax-qualified plan
covering substantially all employees. The 401(k) Plan is available to all employees on the first day of the month after 90 days of service.
Under the terms of the 401(k) Plan, employees may elect to contribute up to 88% of their compensation, or the statutory prescribed limit, if
less. The Company may, at its discretion, match employee contributions. For 2022, 2021, and 2020, the Company matched each
participant’s elective deferrals up to 2% of the participant’s compensation for the pay period. The total match was $241,398; $204,032; and
$162,008 in 2022, 2021, and 2020, respectively.
F-25
Table of Contents
18. BUSINESS SEGMENT
The following are summaries of the Company’s sales and long-lived assets by geography:
U.S. sales (excluding U.S. government)
Sales to U.S. government
North and South America sales (excluding U.S.)
Other international sales
Total sales
2022
36,492,275
15,731,136
29,126,820
13,468,707
94,818,938
$
$
2021
53,888,136
113,662,440
14,561,236
6,270,642
188,382,454
$
$
2020
42,169,463
31,634,343
6,893,150
1,165,497
81,862,453
$
$
Long-lived assets
U.S.
International
Total
December 31, 2022
December 31, 2021
$
$
95,587,561
4,565,207
100,152,768
$
$
83,695,991
4,229,660
87,925,651
The Company does not operate in separate reportable segments. Shipments to international customers generally require a prepayment
either by wire transfer or an irrevocable confirmed letter of credit. The Company does extend credit to international customers on some
occasions depending upon certain criteria, including, but not limited to, the credit worthiness of the customer, the stability of the country,
banking restrictions, and the size of the order. All transactions are in U.S. currency.
19. STOCK OPTION EXPENSE
In March 2021, three officers were granted stock options for the purchase of a total of 1,350,000 shares under the 2021 Stock Option Plan.
The options had a ten-year term and were to vest in their entirety three years from the grant date. The fair value of the 2021 grant was
$10.21 per share using the Black-Scholes option pricing model with a risk-free rate of 1.20%, an exercise price of $13.00 per share and a
volatility factor of 92.66%. The options as of December 2022, were considered deeply out-of-the-money as the exercise price was
significantly higher than the then current average market price. In December 2022, the board of directors canceled these options with no
replacement awards or compensation to be provided to the three officers of the Company.
Stock options granted to executives and other employees are expensed for accounting purposes under the Stock Compensation Topic of
the FASB Accounting Standards Codification (ASC). ASC 718-20-35-9 provides that a cancellation of an award that is not accompanied
by the concurrent grant of (or offer to grant) a replacement award or other valuable consideration shall be accounted for as a repurchase
for no consideration. Accordingly, any previously unrecognized compensation cost shall be recognized at the cancellation date. Under
this guidance, the Company accelerated the recognition of all future stock option expense related to the option grants cancelled in
December 2022. The impact to the financial statements for the year ended December 31, 2022 was the recognition of an additional $5.5
million in stock option expense. Total stock option expense for 2022 was $10.1 million, comprising 42.1% of total General and
administrative expense in 2022.
20. PRIVATE EXCHANGES AND REDEMPTION
Private Exchanges of Preferred Stock for Common Stock
In 2020, the Company entered into several agreements with shareholders to purchase its outstanding Class B Convertible Preferred Stock.
The consideration for these purchases consisted of both cash and Common Stock. In addition, in each such transaction, the preferred
shareholder counterparty waived all rights to unpaid dividends in arrears. In total, 22,500 shares of Series III Class B Convertible Preferred
Stock, 342,500 shares of Series IV Class B Convertible Preferred Stock, and 34,000 shares of Series V Class B Convertible Preferred Stock
were purchased by
F-26
Table of Contents
the Company. The aggregate cash consideration equaled $3,786,000, of which $482,670 was paid in 2020 with the rest payable over a
three-year period. Equal installment payments were paid in February 2021, 2022, and 2023 in the amount of $1,101,110 each. The aggregate
stock consideration was 754,000 shares of Common Stock. As a result of the transactions, $7,642,049 in unpaid dividends in arrears were
waived, as measured from the effective date of each transaction.
Redemption of Class B Series I Preferred Stock
The Company caused a redemption of its Class B Series I Preferred Stock on December 31, 2020 pursuant to the terms of the Certificate of
Designation for such series of preferred stock which required a redemption price of $7.50 per share. Pursuant to such redemption, all
shares of the Class B Series I Preferred Stock existing on December 31, 2020 (14,300 shares) were cancelled.
21. PAYCHECK PROTECTION PROGRAM LOAN
On April 17, 2020, the Company entered into a promissory note in the principal amount of $1,363,000 (the "PPP Loan”) in favor of
Independent Bank pursuant to the Paycheck Protection Program (the "PPP”) of the Coronavirus Aid, Relief, and Economic Security Act
(the "CARES Act”), administered by the U.S. Small Business Administration ("SBA”). The PPP Loan’s original maturity date was April 17,
2022 with an interest rate of 1.0% per annum. The PPP Loan had a prepayment option with no prepayment penalties. The PPP Loan was
unsecured and was a non-recourse obligation. On May 13, 2021, the Company was informed that the SBA granted its request for loan
forgiveness for the entire original principal and accrued interest, for a total of $1,377,652. No payments were made prior to receiving
forgiveness.
22. TECHNOLOGY INVESTMENT AGREEMENT
Effective July 1, 2020, the Company entered into the TIA with the U.S. government to expand the Company’s manufacturing capacity for
hypodermic safety needles in response to the worldwide COVID-19 global pandemic. The award is an expenditure-type TIA, whereby the
U.S. government will make payments to the Company for the Company’s expenditures for equipment and supplies related to the
expansion. The Company’s contributions under the terms of the TIA include providing facilities, technical expertise, labor and
maintenance for the TIA-funded equipment for a ten-year term. In May of 2021, the Company and the U.S. government amended the TIA
agreement to include two additional assembly lines and additional controlled environment space. The TIA and its amendment provide up
to $53.7 million and $27.3 million respectively, or $81 million in total reimbursements.
As of December 31, 2022, the Company had negotiated contracts for the purchase of assembly equipment, molds, molding equipment, and
auxiliary equipment, for approximately $65.3 million. The certificate of occupancy was received in January 2023 for the additional $13
million controlled environment space. In addition, the Company has received the certificate of occupancy for the new warehouse. This
$5.9 million warehouse was funded by the Company.
23. STOCK REPURCHASES
The Company entered into a repurchase plan (the "Plan”) dated June 4, 2021 with an independent broker for the purchase of up to $10
million of the Company’s Common Stock. Under the Plan, open market purchases of the Company’s Common Stock commenced June 18,
2021 and 528,169 and 558,976 shares were purchased in the years ended December 31, 2021 and 2022, respectively for an aggregate
purchase price of $8.1 million. The repurchase plan was terminated in April 2022.
The Company entered into a private stock repurchase agreement effective December 2022 for the purchase of 3 million shares of Common
Stock at $1.60 per share for an aggregate purchase price of $4.8 million.
These treasury share purchases are accounted for under the cost method and are included as a component of treasury stock in the
Company’s balance sheets.
F-27
Table of Contents
24. SUBSEQUENT EVENTS
On March 22, 2023, the Company reduced its workforce by approximately 22% as a result of decreased need for domestic production.
The decrease in headcount will result in expected annualized savings in salaries and wage expense of approximately $1.7 million, or 13%.
The Company expects to incur approximately $154 thousand in separation costs as a result.
F-28
Table of Contents
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There were no reportable disagreements with accountants on accounting and financial disclosures.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the "Exchange Act"), Management, with the participation of
our President, Chairman, and Chief Executive Officer, Thomas J. Shaw (the "CEO”), and our Vice President and Chief Financial Officer, John W.
Fort III (the "CFO”), acting in their capacities as our principal executive and financial officers, evaluated the effectiveness of our disclosure
controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. The term disclosure controls and procedures means controls
and other procedures that are designed to ensure that information required to be disclosed by us in our periodic reports is: i) recorded,
processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's (the "SEC”) rules and
forms; and ii) accumulated and communicated to our Management, including our principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required disclosure. Based upon this evaluation, the CEO and CFO concluded that, as of
December 31, 2022, our disclosure controls and procedures were effective.
Management's Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rule
13a-15(f) under the Exchange Act. The term internal control over financial reporting means a process designed by, or under the supervision of,
our principal executive and principal financial officers and effected by our Board of Directors, Management and other personnel, 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 and includes those policies and procedures that: (i) pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets; (ii) provide reasonable assurance that
our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in accordance with authorizations of Management and Directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that
could have a material effect on our financial statements. Management used the Internal Control - Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of our internal control over financial
reporting as required by paragraph (c) of Rule 13a-15 under the Exchange Act. Management, with the participation of our CEO and CFO,
concluded that our internal control over financial reporting as of December 31, 2022, was effective. No material weaknesses in our internal
control over financial reporting were identified by Management.
Our Management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control
over financial reporting will prevent or detect all errors and all instances of fraud. A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the fourth quarter of 2022 or subsequent to
December 31, 2022 which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
No director or officer adopted or terminated a trading arrangement in the fourth quarter of 2022 of the type described by Item 408 of
Regulation S-K.
18
Table of Contents
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information in the sections "Proposal – The Election of Three Class 1 Directors” and "Corporate Governance” in the 2023 proxy
statement is incorporated herein by reference.
Item 11. Executive Compensation.
The information in the section "Compensation” in the 2023 proxy statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information in the section "Security Ownership” in the 2023 proxy statement is incorporated herein by reference. See also Item 5
of Part II of this Annual Report for Equity Compensation Plan Information.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information in the section "Corporate Governance” in the 2023 proxy statement is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information in the section "Accounting Matters” in the 2023 proxy statement is incorporated herein by reference.
Item 15. Exhibits, Financial Statement Schedules.
PART IV
(a) (1) All financial statements: See Retractable Technologies, Inc. Index to Financial Statements on Page F-2.
(2) Those financial statement schedules required to be filed by Item 8 of this form, and by paragraph (b) below. Schedule II-Schedule of
Valuation and Qualifying Accounts for the years ended December 31, 2022, 2021, and 2020:
Provision for Accounts Receivable
Fiscal year ended 2020
Fiscal year ended 2021
Fiscal year ended 2022
Deferred Tax Valuation
Fiscal year ended 2020
Fiscal year ended 2021
Fiscal year ended 2022
Balance at
beginning of
period
Additions Deductions
Balance at
end of
period
$
$
$
$
$
$
146,382
205,822
352,217
$
$
$
125,000
150,000
322,991
$
$
$
65,560
3,605
$
$
— $
205,822
352,217
675,208
5,029,838
$
— $
— $
— $
— $
$
282,713
5,029,838
$
— $
— $
—
—
282,713
19
Table of Contents
Provision for Rebates
Fiscal year ended 2020
Fiscal year ended 2021
Fiscal year ended 2022
Balance at
beginning of
period
Additions
(A)
Deductions
(B)
Balance at
end of
period
(C)
$
$
$
4,273,569
3,811,925
6,638,115
$
$
$
26,104,612
36,230,028
22,978,339
$
$
$
26,566,256
33,403,838
26,356,187
$
$
$
3,811,925
6,638,115
3,260,267
(A) Represents estimated rebates deducted from gross revenues.
(B) Represents rebates credited to the distributor and charge offs against the allowance.
(C) Includes $2,950,155; $6,209,708; and $3,435,352 in Accounts payable for 2022, 2021, and 2020, respectively.
(3) Exhibits:
The following exhibits are filed herewith or incorporated herein by reference to exhibits previously filed with the SEC.
(b) Exhibits
Exhibit
No.
3(i)
3(ii)
4(i)
4(vi)
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
14
19
31.1
Description of Document
Restated Certificate of Formation with Certificates of Designation, Preferences, Rights and Limitations of Class B Preferred
Stock (all Series)(1)
Fourth Amended and Restated Bylaws of RTI(2)
Restated Certificate of Formation with Certificates of Designation, Preferences, Rights and Limitations of Class B Preferred
Stock (all Series) (3)
Description of Securities(4)
Employment Agreement between RTI and Thomas J. Shaw dated as of January 1, 2008(5)
Technology License Agreement between Thomas J. Shaw and RTI dated the 23rd day of June, 1995(6)
First Amendment to Technology License Agreement between Thomas J. Shaw and RTI dated the 3rd day of July, 2008(7)
Second Amendment to Technology License Agreement between Thomas J. Shaw and Retractable Technologies, Inc. dated
as of the 7th day of September, 2012(8)
Third Amendment to Technology License Agreement between Thomas J. Shaw and Retractable Technologies, Inc. dated as
of the 16th day of November, 2021(9)
Retractable Technologies, Inc. First Amended 2008 Stock Option Plan(10)
Voting Agreement Between Thomas J. Shaw and Suzanne August dated November 8, 2006 (11)
Technology Investment Agreement between RTI and U.S. Department of Defense dated July 1, 2020(12)
2021 Stock Option Plan(13)
Retractable Technologies, Inc. Code of Business Conduct and Ethics(14)
Retractable Technologies, Inc. Code of Business Conduct and Ethics(15)
Certification of Principal Executive Officer(16)
20
Table of Contents
Exhibit
No.
31.2
32
97
101
104
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
Certification of Principal Financial Officer(17)
Section 1350 Certifications(18)
Clawback Policy(19)
Description of Document
The following materials from this report, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Balance
Sheets as of December 31, 2022 and 2021, (ii) the Statements of Operations for the years ended December 31, 2022, 2021, and
2020, (iii) the Statements of Changes in Stockholders’ Equity for the years ended December 31, 2022, 2021, and 2020, (iv) the
Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020, and (v) Notes to Financial Statements.(20)
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document and included in
Exhibit 101).
Incorporated herein by reference to RTI’s Form 10-K filed on March 31, 2021
Incorporated herein by reference to RTI’s Form 8-K filed on May 13, 2010
Incorporated herein by reference to RTI’s Form 10-K filed on March 31, 2021
Filed herewith
Incorporated herein by reference to RTI's Form 10-Q filed on November 14, 2008
Incorporated herein by reference to RTI’s Registration Statement on Form 10-SB filed on June 23, 2000
Incorporated herein by reference to RTI’s Form 10-K filed on March 31, 2009
Incorporated herein by reference to RTI's Form 10-Q filed on November 14, 2012
Incorporated herein by reference to RTI’s Form 8-K filed on November 18, 2021
Incorporated herein by reference to RTI's Form 10-Q filed on November 14, 2014
Incorporated herein by reference to RTI’s Schedule TO filed on October 17, 2008
Incorporated herein by reference to RTI’s Form 10-Q filed on November 16, 2020
Incorporated herein by reference to RTI’s Schedule 14A filed March 31, 2021
Incorporated herein by reference to RTI’s Form 8-K filed on August 17, 2020
Incorporated herein by reference to RTI’s Form 8-K filed on August 17, 2020
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Filed herewith
(c) Excluded Financial Statement Schedules: None
Item 16. Form 10-K Summary.
None.
21
Table of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
RETRACTABLE TECHNOLOGIES, INC.
(Registrant)
By:
/s/ Thomas J. Shaw
THOMAS J. SHAW
CHAIRMAN, PRESIDENT, AND
CHIEF EXECUTIVE OFFICER
March 30, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
/s/ John W. Fort
JOHN W. FORT III
VICE PRESIDENT, CHIEF FINANCIAL OFFICER, PRINCIPAL
ACCOUNTING OFFICER, TREASURER, AND DIRECTOR
March 30, 2023
/s/ Amy Mack
AMY MACK
DIRECTOR
March 30, 2023
/s/ Marco Laterza
MARCO LATERZA
DIRECTOR
March 30, 2023
/s/ Walter O. Bigby, Jr.
WALTER O. BIGBY, JR.
DIRECTOR
March 30, 2023
/s/ Darren E. Findley
DARREN E. FINDLEY
DIRECTOR
March 30, 2023
22
Exhibit 4(vi)
Common Stock:
DESCRIPTION OF SECURITIES
Retractable Technologies, Inc. ("RTI”) is authorized to issue 100,000,000 shares of no par value Common Stock. Our Common Stock is listed on the
NYSE American stock exchange under the symbol "RVP”.
The 2008 Stock Option Plan, which authorized a total of 6,000,000 shares of Common Stock upon the exercise of stock options, expired July 25, 2018.
The 2021 Stock Option Plan authorized a total of 2,000,000 shares of Common Stock for issuance. Options under both stock option plans generally have a ten-
year term after the date of grant.
RTI’s Preferred Stock is convertible into Common Stock with a conversion rate of one-for-one.
Shares of our Common Stock have no conversion rights, no preemptive rights, no restrictions on alienation, and are fully paid and are not liable to
further call or assessment. Each share of our Common Stock is entitled to share ratably in any asset available for distribution to holders of its equity securities
upon liquidation of RTI, subject to the preference of the holders of each class and series of the Preferred Stock. There are no restrictions on the transfer of our
Common Stock other than as imposed by applicable federal and state securities laws.
All shares of our Common Stock have equal voting rights and, when validly issued and outstanding, have one vote per share on all matters to be
voted upon by stockholders. The holders of the Common Stock elect the Directors subject to certain limited voting rights of the holders of the Series II
Preferred Stock if dividends are in arrears for 12 consecutive quarters. Our Board of Directors is divided into two classes currently consisting of three Class 1
members and three Class 2 members with staggered terms. Generally, Directors serve for two-year terms. Cumulative voting in the election of Directors is
prohibited.
Holders of our Common Stock are entitled to receive dividends when and if declared by the Board of Directors out of funds available therefor. We
have not paid any dividends on the Common Stock since RTI’s inception.
Preferred Stock:
Our Board of Directors is authorized to divide each class of the preferred stock into series and to set the relative rights and preferences as to and
between series, including dividends, redemption of such shares, and the conversion of any shares of preferred stock. RTI is authorized to issue 5,000,000
shares of Preferred Stock Class A with a par value of One Dollar ($1.00) per share; 5,000,000 shares of Preferred Stock Class B with a par value of One Dollar
($1.00) per share; and 5,000,000 shares of Preferred Stock Class C with a par value of One Dollar ($1.00) per share.
RTI has only one class of preferred stock outstanding: the Class B Convertible Preferred Stock (the "Preferred Stock”), which has two series: Series II
and Series III.
This summary is not intended to be complete and is subject to, and qualified in its entirety by, reference to the Certificates of Designation,
Preferences, Rights, and Limitations of Series II and III Class B Convertible Preferred Stock of RTI, attached to our Restated Certificate of Formation and filed
as an Exhibit to our Annual Report on Form 10-K.
The Preferred Stock is not listed on any securities exchange or automated dealer quotation system. The Series II Preferred Stock was created
pursuant to a Board resolution in 1995 and was priced at $10.00 per share. The Series III Preferred Stock was created pursuant to a Board resolution in 1998
and was priced at $10.00 per share. Pricing, dividend rates, and other terms were determined by the Board in accordance with the market conditions and the
information available to it at the time.
There are no restrictions on the transfer of our Preferred Stock other than as imposed by applicable federal and state securities laws.
Series II Preferred Stock
Holders of Series II Preferred Stock are entitled to receive a cumulative annual dividend of $1.00 per share, payable quarterly if declared by the Board
of Directors.
If a dividend upon any shares of Series II Preferred Stock is in arrears, no dividends may be paid or declared and set aside for payment, or other
distribution made upon the Common Stock or any other stock ranking junior to the Series II Preferred Stock as to dividends. In addition, if a dividend upon
any shares of Series II Preferred Stock is in arrears, no Common Stock, or any other stock ranking junior to the Series II Preferred Stock as to dividends, may
be redeemed, purchased or otherwise acquired for any consideration except in certain circumstances.
Except as required by the laws of the State of Texas, the holders of the Series II Preferred Stock are generally not entitled to vote. However, in the
event that dividends payable on the Series II Preferred Stock shall be in arrears for 12 consecutive quarterly dividend periods, the holders of a majority of the
Series II shares shall have the exclusive right (voting separately as a class with one vote per share of Series II Preferred Stock) to elect one-third of the Board
of Directors to serve until the next annual meeting or so long as such arrearage shall continue. So long as any shares of Series II Preferred Stock remain
outstanding, we shall not, without the affirmative vote or consent of the holders of at least 51 percent of the shares of the Series II Preferred Stock
outstanding at the time: (a) authorize, create, issue or increase the authorized or issued amount of any class or series of stock ranking equal to or senior to the
Series II Preferred Stock with respect to payment of dividends or the distribution of assets on liquidation, dissolution or winding up of RTI; or (b) amend, alter
or repeal the provisions of RTI’s Certificate of Formation, or of the rights of the Series II Preferred Stock so as to alter or change the powers, preferences or
special rights of the shares of the Series II Preferred Stock so as to affect them adversely.
Series II Preferred Stock is redeemable at the option of RTI at a price of $15.00 per share plus all unpaid dividends.
Each share of Series II Preferred Stock may, at the option of the stockholder, be converted to one share of Common Stock. The conversion rate is
subject to adjustment in certain events.
In the event of voluntary or involuntary dissolution, liquidation or winding up of RTI, holders of Series II Preferred Stock then outstanding are
entitled to $12.50 per share, plus all unpaid dividends, prior to any distributions to holders of Series III Preferred Stock or Common Stock. If, upon any
liquidation, dissolution or winding up of RTI, the amounts available for distribution with respect to the Series II Preferred Stock are not sufficient to satisfy the
full liquidation rights of the Series II Preferred Stock, the holders of the Series II Preferred Stock will share ratably in any such distribution of assets in
proportion to the full amounts to which they are entitled.
Series III Preferred Stock
Holders of Series III Preferred Stock are entitled to receive a cumulative annual dividend of $1.00 per share, payable quarterly if declared by the Board
of Directors.
If a dividend upon any shares of Series III Preferred Stock is in arrears, no dividends may be paid or declared and set aside for payment, or other
distribution made upon the Common Stock or any other stock ranking junior to the Series III Preferred Stock as to dividends. In addition, if a dividend upon
any shares of Series III Preferred Stock is in arrears, no Common Stock or any other stock ranking junior to the Series III Preferred Stock as to dividends, may
be redeemed, purchased or otherwise acquired for any consideration except in certain circumstances. In 2010, the Certificate of Designation was amended to
allow RTI to purchase any of its shares ranking junior to the Series III Preferred Stock (including Common Shares) on any terms it fixes, even where a dividend
upon shares of Series III Preferred Stock is in arrears, so long as: (A) the cash assets of RTI as of its latest reporting period equals or exceeds $40,000,000 or
(B) if the cash assets of RTI as of its latest reporting period were less than $40,000,000, the amount of funds utilized to purchase such shares within the next
quarter does not exceed 25% of the value of the cash assets as of the previous reporting period.
Except as required by the laws of the State of Texas, the holders of the Series III Preferred Stock are not entitled to vote. However, so long as any
shares of Series III Preferred Stock remain outstanding, we shall not, without the affirmative vote or consent of the holders of at least 51 percent of the shares
of the Series III Preferred Stock outstanding at the time: (a) authorize, create, issue or increase the authorized or issued amount of any class or series of stock
ranking equal to or senior to the Series III Preferred Stock with respect to payment of dividends or the distribution of assets on liquidation, dissolution or
winding up of RTI; or (b) amend, alter or repeal the provisions of RTI’s Certificate of Formation, or of the rights of the Series III Preferred Stock so as to alter
or change the powers, preferences or special rights of the shares of the Series III Preferred Stock so as to affect them adversely.
Series III Preferred Stock is redeemable at the option of RTI at a price of $15.00 per share, plus all unpaid dividends.
Each share of Series III Preferred Stock may, at the option of the stockholder, be converted to one share of Common Stock. The conversion rate is
subject to adjustment in certain events.
In the event of voluntary or involuntary dissolution, liquidation or winding up of RTI, holders of Series III Preferred Stock then outstanding are
entitled to $12.50 per share, plus all unpaid dividends, after distribution obligations to Series II Preferred Stock have been satisfied and prior to any
distributions to holders of Common Stock. If, upon any liquidation, dissolution or winding up of RTI, the amounts available for distribution with respect to the
Series III Preferred Stock are not sufficient to satisfy the full liquidation rights of the Series III Preferred Stock, the holders of the Series III Preferred Stock will
share ratably in any such distribution of assets in proportion to the full amounts to which they are entitled.
Change of Control Provisions:
On November 16, 2021, RTI adopted an amendment to the Technology Licensing Agreement which governs the technology RTI produces. Such
amendment provides Thomas J. Shaw, in his capacity as licensor, the unilateral right to terminate the Technology License Agreement or cancel or modify the
license thereunder in the event of a Hostile Takeover, defined as any Change in Control which is not pre-approved by RTI’s Board of Directors. Change in
Control is defined by the amendment as (i) a sale, transfer or other conveyance of all or substantially all of the assets of RTI on a consolidated basis; (ii) the
acquisition of beneficial ownership by any person, directly or indirectly, of securities representing fifty percent (50%) or more of the total number of votes that
may be cast for the election of directors of RTI; (iii) at least one-third of the members of the Board of Directors of RTI are replaced during any four-year period
by directors whose appointment or election is not endorsed by a majority of the Board of Directors of RTI before the date of appointment or election,
excluding only those who die, retire voluntarily, are disabled or are otherwise disqualified in the interim between their nomination and the date of the
appointment or election; (iv) RTI merges or consolidates with another corporation or entity in which RTI is not the surviving entity; or (v) RTI becomes a
majority-owned subsidiary of another corporation or entity.
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Thomas J. Shaw, certify that:
1.
I have reviewed this annual report on Form 10-K of Retractable Technologies, Inc.;
Exhibit 31.1
2. Based on my knowledge, this report does not contain any untrue statement of a 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(s) 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(s) 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: March 30, 2023
/s/ Thomas J. Shaw
THOMAS J. SHAW
PRESIDENT, CHAIRMAN, AND
CHIEF EXECUTIVE OFFICER
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, John W. Fort III, certify that:
1.
I have reviewed this annual report on Form 10-K of Retractable Technologies, Inc.;
Exhibit 31.2
2. Based on my knowledge, this report does not contain any untrue statement of a 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(s) 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(s) 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: March 30, 2023
/s/ John W. Fort III
JOHN W. FORT III
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND PRINCIPAL
ACCOUNTING OFFICER
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32
Solely in connection with the filing of the Annual Report of Retractable Technologies, Inc. (the "Company”) on Form 10-K for the period ended December 31,
2022, as filed with the United States Securities and Exchange Commission on the date hereof (the "Report”), the undersigned Thomas J. Shaw, Chief Executive
Officer, and John W. Fort III, Chief Financial Officer, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 30, 2023
/s/ Thomas J. Shaw
THOMAS J. SHAW
PRESIDENT, CHAIRMAN, AND
CHIEF EXECUTIVE OFFICER
/s/ John W. Fort III
JOHN W. FORT III
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER, AND PRINCIPAL
ACCOUNTING OFFICER
Exhibit 97
Introduction
CLAWBACK POLICY
The Board of Directors of Retractable Technologies, Inc. (the "Company”) believes that it is in the best interests of the Company and its shareholders to
ensure that incentive-based compensation is based on accurate financial data. The Board of Directors has therefore adopted this clawback policy (this
"Policy”) which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material
noncompliance with financial reporting requirements under the federal securities laws. This Policy is designed to comply with Section 10D of the Securities
Exchange Act of 1934 (the "Exchange Act”).
Administration
This Policy shall be administered by the Board of Directors or, if designated by the Board of Directors, the Compensation and Benefits Committee, in which
case, references herein to the "Board” shall be deemed references to the Compensation and Benefits Committee. Any determinations made by the Board shall
be final and binding on all affected individuals.
Covered Executives
This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act,
and the listing standards of the national securities exchange on which the Company’s securities are listed (the "Covered Executives”).
Recoupment
In the event the Company is required to prepare a restatement of its financial statements due to the Company’s material noncompliance with any financial
reporting requirement, the Board will use reasonable efforts to recover any excess Incentive Compensation received by any Covered Executive during the
three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare the restatement, regardless of fault.
Incentive Compensation
For purposes of this Policy, Incentive Compensation means any cash or equity compensation which is granted, earned, or vested based wholly or in partly on
the attainment of a financial reporting measure. Base salaries, time-based equity awards, and bonuses paid based on subjective or discretionary standards
rather than financial standards would not be Incentive Compensation. A financial reporting measure means any measure that is determined and presented in
accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from the financial information, such
as revenues, EBITDA, or net income. Financial reporting measures additionally include metrics based on the Company’s stock price.
Amount Subject to Recovery
The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive
Compensation that would have been paid to the Covered Executive had it been based on the restated results. The foregoing calculation shall be calculated on
a pre-tax basis. For purposes of this Policy, Incentive Compensation is deemed received when the applicable financial measure is achieved in part or in whole,
even if payment occurs after the end of such period. If the Board cannot determine the amount of excess Incentive Compensation received by the Covered
Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the
accounting restatement. The Board may, in its sole discretion, determine that repayment is not required in instances where the cost of recovery would exceed
the amount of the overpayment.
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Method of Recoupment
The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation: (a)
reimbursement of cash compensation; (b) recovery of any realized gain on equity; (c) cancellation of equity awards; or (d) taking any other remedial and
recovery action permitted by law.
No Indemnification
The Company shall not indemnify any Covered Executives against the loss of, or expenses associated with, any incorrectly awarded Incentive Compensation
or the recovery thereof.
Interpretation
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this
Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any
applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are
listed.
Effective Date
This Policy shall be effective as of the date adopted by the Board (March 16, 2021) (the "Effective Date”) and shall apply to Incentive Compensation that is
approved, awarded, or granted to the Covered Executives on or after that date.
Amendment; Termination
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by
the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with any rules or standards adopted by a national securities
exchange on which the Company’s securities are listed. The Board may terminate this Policy at any time.
Other Recoupment Rights
The Board intends that this Policy will be applied to the fullest extent of the law. Any right of recoupment under this Policy is in addition to, and not in lieu of,
any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any other agreement with a Covered Executive and
any other legal remedies available to the Company. This Policy shall not replace and shall be in addition to any rights of the Company to recover
compensation from its executive officers under other applicable laws and regulations, including, but not limited to, the Sarbanes-Oxley Act of 2002.
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