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Heritage-Crystal CleanS H A R P S C O M P L I A N C E C O R P. 2 0 1 1 A N N U A L R E P O R T SHARPS COMPLIANCE CORP. NASDAQ (SMED) Headquartered in Houston, Texas, Sharps Compliance is a leading fully integrated provider of cost-eff ective management solutions for medical waste, used healthcare materials and unused dispensed medications. Its strategy is to capitalize on its leadership position and continue to penetrate the estimated $2.8 billion untapped market for used syringes and unused medications generated by targeting the major agencies that are interrelated with this medical waste and unused medications stream; that is, the U.S. government, pharmaceutical manufacturers, home healthcare providers, retail pharmacies and clinics, and the professional market comprised of physician, dentist and veterinary practices. As a fully integrated organization providing customer solutions and services, the Company’s solid business model, which provides strong margins and signifi cant operating leverage, combined with its early penetration into emerging markets, uniquely positions it for strong future growth. The Company’s fl agship product, the Sharps Recovery System™ (formerly Sharps Disposal by Mail System®), is a cost- eff ective and comprehensive solution for the containment, transportation, treatment and tracking of medical waste and used healthcare materials, such as hypodermic needles, used syringes, lancets and any other medical device or objects used to puncture or lacerate the skin (referred to as “sharps”). The Company’s TakeAway Environmental Return System™ family of solutions are designed for individual consumers, communities and facilities, such as pharmacies, assisted- living facilities, long-term care facilities, mail-order pharmacies and correctional operations to manage their unused dispensed medications. The Company’s newest off ering, Complete Needle™ Collection & Disposal System, is a comprehensive solution focused on the under-served home self-injector required to regularly use needles or syringes for their health and well- being. The Complete Needle™ Collection & Disposal System is actually two off erings in one. First, it provides a reasonably priced containment solution designed to protect self-injectors and their family members. Second, the product includes an optional disposal feature utilizing the U.S. Postal Service designed to protect the individual’s community, solid waste workers and the environment. Off ered at retail pharmacies, our solution off ers signifi cant convenience as well as in-store counseling opportunities which may lead to better treatment outcomes. More information on Sharps Compliance and its products can be found on its website at: www.sharpsinc.com. Home Healthcare Retail U.S. Government Contract Professional Others Assisted Living / Hospitality Core Government Pharmaceutical 35.2% 23.8% 10.7% 10.3% 8.2% 6.6% 3.6% 1.6% ( I N M I L L I O N S ) ( I N M I L L I O N S ) ( I N M I L L I O N S ) $40 $40 30 30 20 20 10 10 0 0 $15 $15 12 12 9 9 6 6 3 3 0 0 -3 -3 $ 0.7 $ 0.7 0.6 0.6 0.5 0.5 0.4 0.4 0.3 0.3 0.2 0.2 0.1 0.1 0.0 0.0 -0.1 -0.1 -0.2 -0.2 $30 $30 25 25 20 20 15 15 10 10 5 5 0 0 07 07 08 08 09 09 10 10 11 11 07 07 08 08 09 09 10 10 11 11 07 07 08 08 09 09 10 10 11 11 07 07 08 08 09 09 10 10 11 11 (in thousands, except employee and per share data) 2011* 2010 2009** 2008 2007 Performance Revenue Gross Profi t Gross Margin Selling, General and Administrative Operating Income (Loss) Operating Margin Net Income Diluted Earnings Per Share $ 19,395 $ 39,156 $ 20,297 $ 12,841 $ 11,956 $ 6,224 $ 23,654 $ 10,456 $ 5,070 $ 5,013 32.1 % 60.4 % 51.5 % $ $ $ $ 9,837 $ 8,815 (4,536 ) $ 14,398 (23.4 )% 36.8 % (2,975 ) (0.20) $ $ 9,356 0.63 14,952 $ $ $ $ 6,092 3,464 17.1 % 4,197 0.30 13,996 39.5 % 4,783 (1 ) 0.0 % 82 0.01 41.9 % 3,946 727 6.1 % 785 0.06 $ $ $ $ 13,540 12,338 2,035 5,676 - 2,886 $ $ $ $ 2,134 4,691 - 2,169 $ $ $ $ $ $ $ $ Weighted Average Shares Outstanding–Diluted 14,944 Year–End Financial Position Cash and Cash Equivalents $ 18,280 $ 18,068 $ 4,792 Total Assets Long-term Debt Shareholders’ Equity Other Year–End Data $ 30,598 $ 31,632 $ 15,188 $ – $ - $ 25,865 $ 26,941 $ $ - 9,570 Depreciation and Amortization 1,003 $ Number of Employees 57 796 67 $ 418 $ 266 $ 203 43 33 33 * Operating income includes a special charge of $570,000 in 2011 related to the retirement of the Company’s former CEO and $400,000 of unusual expenses for a legal settlement and severance costs. ** Operating income includes a special charge of $512,000 in 2009 related to the departure of a former offi cer of the Company. 1 Q: In closing, summarize Sharps’ position and outlook as you move into a new year. In spite of economic uncertainty, we are highly confident in the long-term strength of our business model and the huge potential in markets outside the hospital setting for cost-effective and comprehensive solutions designed for the proper management of medical waste and dispensed patient medications – needs we are clearly fi lling. As we focus resources and capture market share, we will continue to vigilantly target opportunities that will provide maximum near-term revenue and profitability and enable us to increase our leadership in the markets we serve. It is our robust organization and resourcefulness that enable us to maximize the significant opportunities available and, ultimately, succeed. On behalf of our board and employees, I thank you for your continued confi- dence in and support of Sharps Compliance. Q&A With David Tusa Refl ecting on 2011 and looking ahead David P. Tusa, President and CEO, was appointed CEO in October of 2010. This interview focuses on his perspective on the past year’s achievements to increase sales of the Company’s cost-eff ective solutions for the proper management of medical waste and unused dispensed medications and his vision for the future of Sharps. Q: What are your thoughts regard- ing the past year and how has Sharps progressed in relation to its key markets? In fi scal 2011, we refi ned our strategic focus, aligned resources to enhance our sales and marketing strategy, and increased eff orts to capture market opportunities for our innovative medical waste and unused medication management solutions. We continue to make steady progress in our four core markets and saw an 8.5% increase in revenue excluding the U.S. Government contract in fiscal 2011. Though we reported a net loss of $3.0 million, our bottom line has improved throughout the year from strong cost discipline and revenue growth. When special items1 are excluded, our net loss was down to $2.3 million. We believe we will achieve break-even results when quarterly revenue approaches the $6.0 million mark. At that level, we should see gross margin of about 40% to 45%. We have specifi cally targeted the Retail, Professional, Pharmaceutical Manufacturer and Government markets because we understand the specifi c needs and require- ments of each and believe we have unique and cost-eff ective solutions to address them. We continually innovate to discover unidentifi ed customer needs and partner with them to help drive their success while protecting the community and environ- ment. We also consistently recognize the importance of the Home Health Care and Assisted Living/Hospitality markets upon which Sharps’ core business was built. We broadened our product offering to the Retail market with the Sharps TakeAway Environmental Return System™ for dispensed, non-controlled prescrip- tion and over-the-counter medications. It’s been very well received by retail pharmacies across the country, including the three largest national chains. Retail billings in the year grew 7.0% to $4.6 mil- lion year-over-year. The Professional market, which grew 22.1% in fiscal 2011, is a significant opportunity for us, with an estimated 800,000 doctor, dentist, and vet offi ces as well as clinics, tattoo shops and others that generate smaller quantities of medical waste. We believe we have just scratched the surface of this recurring revenue opportunity, and results indicate a growing momentum in penetrating this market. The market size compared with the more defi ned target base of retail pharmacies, pharmaceutical manufactur- ers and government agencies enables us to utilize a multi-layered sales approach combining inside sales, web sales and multi-media marketing campaigns. Billings from our inside and online sales channel grew 156% for the year. The Pharmaceutical Manufacturer market was down in fi scal 2011, 59% to $304,000 with no new programs intro- duced during the year. However, there is a surge of interest in our off erings. We recently secured patient support programs from two top-20 pharmaceutical manu- facturers valued at $2 million in total annual recurring revenue and are involved with additional opportunities that could also positively impact FY 2012 revenues. Finally, Government market revenue, excluding large U.S. government agency contracts, for fi scal year 2011 increased mainly from the sale of TakeAway enve- lope and Sharps Recovery solutions in conjunction with the VA pilot. The VA pilot project is winding down and a decision on a national roll-out has taken longer than anticipated. The VA, however, con- tinues to assess a potential roll-out and we are positive about the program and recurring revenue opportunity. In addition to the potential roll-out of the VA pilot, we are pursuing additional government- related opportunities that could positively impact our fi scal year 2012. Q: Talk about how you realigned resources to implement your strategy in key markets and its eff ectiveness. Over the past nine months, we refocused our sales and marketing approach and resources to better align with opportunities in four key markets including a deliberate, targeted and multi-layered approach with constant sales promotions to maximize broader market reach through the Internet and other electronic media. We believe growth from these eff orts will continue to accelerate. The TakeAway line of solutions has been very popular with our Retail market. It is now off ered in about 25,000 of the approximately 60,000 retail pharmacies in the country including in about 70% of This product is actually two off erings in one. First, the self-injector can purchase a reasonably priced containment solution in the same place where they currently purchase medications and syringes. Second, the product includes an op- tional disposal feature that protects the community, solid waste workers and the environment. This includes transportation via a special U.S. Postal Service label, track- ing and treatment, where the waste is repurposed by Sharps into PELLA-DRX™, an industrial material used in energy- intensive businesses. More details of the unique off ering can be found at completeneedle.com. We believe the solution off ers signifi cant convenience as it utilizes the same deliv- ery channel—the retail pharmacy—which the self-injector, such as a diabetic, uses to obtain medications and needles. As a valued benefi t to the retail pharmacy, this purchase could potentially lead to better outcomes and an improved relationship between patients and pharmacists. As with many retail products, we believe there could be opportunities for sponsorship of the new off ering, includ- ing the optional return feature, by drug and ancillary product manufacturers, which could signifi cantly reduce the cost to the customer. the national retail chains and in indepen- dent pharmacies, primarily through the National Community Pharmacists Associa- tion. We are pleased that our fi rst major TakeAway envelope program launched 10 months ago has a reorder rate of about 35% to date which we believe to be very good for a new off ering that the consumer had never paid for before. The average weekly orders for the Professional market have more than dou- bled from 67 in the fourth quarter of last fi scal year to 158 in the fourth quarter of fi scal year 2011. Due to the extraordinary response to our new website, launched in mid-July 2011, we had an almost 70% growth in weekly web sales since the launch due to improved functionality and sophisticated visual presence of our new site. Our inside sales team, aimed at the Professional Market, grew to 13 personnel and we expect to add around 2 people per quarter. We are encouraged that this is leading to larger dollar opportunities that we might not have otherwise discovered with the traditional direct sales force. Q: Sharps has been an innovator for many years and recently announced the Complete Needle™ Collection & Disposal System. How does this new solution work and what’s your expectation? With over nine months in development, we believe the new patent-pending Complete Needle™ Collection & Disposal System is a potential break-through in providing the approximate 10 million people in the country who legally self- inject medications a safe and convenient means for proper containment and disposal of needles and syringes. In addition to protecting patients, their families and communities, the product aims to reduce the number of improperly disposed needles ending up in solid waste streams and landfi lls. 2 for a legal settlement and severance costs in the fourth quarter of fi scal 2011. 1 Special items include a special charge related to the retirement of the Company’s former CEO in the fi rst quarter of fi scal 2011 and unusual expenses 3 Focus on Market Drivers Capitalizing on opportunities across our four primary growth markets The Retail Market continues to contribute to our recurring revenue growth through our support for retail fl u shot programs and through the introduction of two signifi cant new off erings. Our historical strength in this market is due to the cost- eff ective and convenient medical waste management solutions that we provide for in-store fl u shot and year-round injection programs. Our fi scal 2011 Retail Market results benefi ted greatly from sales of our Takeaway Environmental Return System™. This solution addresses the proper disposal of dispensed unused medication. It’s been well received by the major drugstore chains as well as independent retail pharmacies across the country. The TakeAway line is now off ered in almost half of the 60,000 retail pharmacies in the U.S. New to this market in 2011 was the introduction of our patent-pending Complete Needle™ Collection & Disposal System. This breakthrough off ering provides a safe, convenient way for the 10 million people in the U.S. who self-inject medi- cations to safely contain and dispose of their needles and syringes. In addition to protecting the patient, their family and community, this solution is designed to help protect the environment by reducing improper disposal. The Professional Market consists of approximately 800,000 doctors, dentists, veterinarians and other businesses that are required to properly dispose of the medical waste generated in their practices. We are capitalizing on this signifi cant revenue opportunity with the growth of our inside sales group and the recent launch of our new eCommerce web site, both of which focus on educating the professional market about the advantages of the Sharps Recovery System™ and the cost-eff ective alternative to the traditional pick-up service. Our inside sales team, now numbering 13 personnel, continues to grow in size and sales results. Our redesigned eCommerce site launched in mid-July of 2011 and has already increased website sales to the professional market by 70% a week over those generated by our previous site. WE CONTINUALLY INNOVATE TO DISCOVER UNIDENTIFIED CUSTOMER NEEDS AND PARTNER WITH THEM TO HELP DRIVE THEIR SUCCESS 4 The Government Market billings for 2011 increased primarily as a result of sales of the TakeAway System™ en- velope and Sharps Recovery System™ solutions sold in conjunction with the Veterans Administration pilot program. We believe the outlook re- The Pharmaceutical Manufacturer Market is showing new interest in our patient support programs for the proper containment, return and treat- ment of needles or injection devices. Recently, we were awarded patient support programs from two top-20 pharmaceutical manufacturers. Those programs will represent mains positive regarding the potential roll-out of that program a combined value of over $2 million in annual recurring revenue. to the VA’s 5.5 million patients and the corresponding recur- The programs are scheduled to launch in mid-FY 2012 and roll ring revenue opportunity. In addition to the potential roll-out out over the next six to nine months. They involve direct fulfi ll- of the VA pilot, we are pursuing additional government-related ment of the Sharps Recovery System™ to the pharmaceutical opportunities that could positively impact our fi scal year 2012. manufacturers’ program participants. Our proprietary SharpsTracer™ system tracks the return of the Sharps Recovery System™ by the patient to the treatment facility and then makes the data available to the pharmaceutical manufacturer. That information assists them in monitoring medication discipline and provides a touch point for individual patient follow-up. 5 Introducing a Complete Approach for consumers with medications requiring self-injection Sharps Complete Needle™ Collection & Disposal System From containment to proper disposal, the Complete Needle™ Collection & Disposal System provides individuals with a convenient and cost-eff ective means to properly contain, return and dispose of used needles. Complete Needle™ off ers two solutions in one. 1. Containment packaging — designed to protect self-injectors and their family members from the risk of an accidental needle-stick. 2. A convenient disposal option — shipping via U.S. Postal Service to the Sharps Compliance treatment facility where the system is processed, treated and repurposed into PELLA-DRX™, an industrial material used in energy-intensive businesses. Sharps Complete Needle™ Collection & Disposal System, is available exclusively through the nation’s leading drugstore chains with more retail locations expected after December 1, 2011. For more information visit www.completeneedle.com or call the dedicated Complete Needle line at 1-888-988-8859. 6 (This page intentionally left blank) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011 OR TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-34269 SHARPS COMPLIANCE CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 74-2657168 (I.R.S. Employer Identification No.) 9220 Kirby Drive, Suite 500, Houston, Texas (Address of principal executive offices) 77054 (Zip Code) Registrant’s telephone number, including area code (713) 432-0300 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Common Shares, $0.01 Par Value Name of Each Exchange on Which Registered The NASDAQ Capital Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:0)(cid:0) (cid:289) No (cid:0)(cid:0) Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes (cid:0)(cid:0) (cid:289) No (cid:0)(cid:0) 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 (cid:0)(cid:0) (cid:289) No (cid:0)(cid:0) Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 (cid:0)(cid:0) (cid:289)(cid:335)(cid:368)(cid:289)(cid:0)(cid:0) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:0)(cid:0) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer (cid:0) Accelerated filer X Non-accelerated filer (cid:0) Smaller reporting company (cid:0) Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:0)(cid:0) (cid:289) No (cid:0)(cid:0) As of December 31, 2010, the aggregate market value of the Registrant’s Common Stock held by non-affiliates was approximately $52.8 million (based on the closing price of $4.43 on December 31, 2010 as reported by The NASDAQ Capital Market). The number of common shares outstanding of the Registrant was 15,067,427 as of August 30, 2011. DOCUMENTS INCORPORATED BY REFERENCE: (1) Portions of the Registrant’s Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A for the Annual Meeting of Shareholders to be held on November 17, 2011 are incorporated by reference into Part III. SHARPS COMPLIANCE CORP. AND SUBSIDIARIES TABLE OF CONTENTS * ANNUAL REPORT ON FORM 10-K ________________________________________________________________________________ PART I Page Item 1 Description of Business ......................................................................................... 2 Item 1A Risk Factors ........................................................................................................... 12 Item 1B Unresolved Staff Comments .................................................................................. 15 Item 2 Description of Property .......................................................................................... 15 Item 3 Legal Proceedings .................................................................................................. 15 Item 4 Removed and Reserved PART II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .......................................................... 16 Item 6 Selected Financial Data .......................................................................................... 18 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations ......................................................................................... 19 Item 7A Quantitative and Qualitative Disclosures About Market Risk ............................... 29 Item 8 Financial Statements .............................................................................................. 29 Item 9 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure ........................................................................................... 29 Item 9A Controls and Procedures ........................................................................................ 30 Item 9B Other Information ................................................................................................... 31 PART III Item 10 Directors, Executive Officers and Corporate Governance ...................................... 31 Item 11 Executive Compensation ....................................................................................... 31 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .............................................................................. 32 Item 13 Certain Relationships and Related Transactions and Director Independence ..................................................................................................... 32 Item 14 Principal Accountant Fees and Services ................................................................ 32 PART IV Item 15 Exhibits and Financial Statement Schedules .......................................................... 32 Signatures .............................................................................................................. 36 ____________ * This Table of Contents is inserted for convenience of reference only and is not a part of this Report as filed. INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This annual report on Form 10-K contains certain forward-looking statements and information relating to the Company and its subsidiaries that are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management. When used in this report, the words “anticipate”, “believe”, “expect”, “estimate”, “project” and “intend” and words or phrases of similar import, as they relate to the Company or its subsidiaries or Company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors, including without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company does not intend to update these forward-looking statements. ITEM 1. DESCRIPTION OF BUSINESS PART I Sharps Compliance Corp. was formed in November 1992 as a Delaware corporation. The information presented herein is for Sharps Compliance Corp. and its wholly owned subsidiaries, Sharps Compliance, Inc. of Texas (dba Sharps Compliance, Inc.), Sharps e-Tools.com, Inc. (“Sharps e-Tools”), Sharps Manufacturing, Inc., Sharps Environmental Services, Inc. (dba Sharps Environmental Services of Texas, Inc.) and Sharps Safety, Inc. (collectively, “Sharps” or the “Company”). Unless the context otherwise requires, “Company”, “we”, “us”, and “our” refer to Sharps Compliance Corp. and its subsidiaries. The Company provides access to all of its filings with the Securities and Exchange Commission (“SEC”) through its website www.sharpsinc.com, as soon as reasonably practicable after the reports are filed with the SEC. The filings are also available via the SEC’s website at www.sec.gov/edgar/searchedgar/companysearch.html. COMPANY OVERVIEW Sharps Compliance Corp. is a leading full-service provider of cost-effective management solutions for medical waste, used healthcare materials and unused dispensed medications. Our solutions facilitate the proper treatment of numerous types of medical waste, used healthcare materials and unused dispensed medications, including hypodermic needles, lancets and other devices or objects used to puncture or lacerate the skin, or sharps, and unused dispensed prescription and over-the-counter drugs and medications. We serve customers in multiple markets such as government (federal, state and local), home health care, retail clinics and immunizing pharmacies, pharmaceutical manufacturers, professional offices (physicians, dentists and veterinarians), hospitality (including assisted living facilities, hotels, motels and restaurants), consumers, commercial, industrial and agriculture, and distributors to many of the aforementioned markets. We assist our customers in determining which of our distinct solution offerings best fit their needs for the collection, storage, return transportation and treatment of their or their patients’ medical waste and unused dispensed medications. Our differentiated approach provides our customers the flexibility to return and ultimately properly treat their or their patients’ medical waste or unused dispensed medications through pre-paid mail services primarily through the United States Postal Service (“USPS”). Furthermore, we provide comprehensive tracking and reporting tools that enable our customers to meet complex medical waste disposal and unused dispensed patient medication compliance requirements. We believe the fully-integrated nature of our operations is a key factor leading to our success and continued recurring revenue growth. The Centers for Disease Control and Prevention (“CDC”), and the United States Environmental Protection Agency (“EPA”), estimate that there are over three billion used syringes disposed of annually outside of the hospital setting in the United States. The Company estimates that it would require 30 to 50 million Sharps Recovery System™ (formerly Sharps Disposal by Mail System®) products to properly dispose of all such syringes, which would equate to a market opportunity of $1 billion. There are an estimated 800,000 doctors, dentists, veterinarians, clinics, tattoo parlors and other businesses in the country that generate smaller quantities of medical waste, including used syringes. These offices and facilities, which must demonstrate proper management of their medical waste, comprise a market opportunity of approximately $600 million, based on estimates of using our solution offerings rather than the traditional pick-up service in what we characterize as a regulated market. In addition, industry experts estimate that as much as 40% of dispensed medications outside of the hospital setting in the United States goes unused, generating an estimated 200 million pounds of pharmaceuticals potentially polluting our environment and placing our citizens at risk for accidental poisonings. We estimate the market for our solutions (outside of the hospital and large health care facilities) to be over $1 billion per year for medical waste disposal, over $600 thousand per year for medical waste disposal in the regulated market and over $1 billion for the proper disposal of unused dispensed medications. We believe that demand for our cost-effective medical waste management solutions has been increasing due to several factors. First, communities, consumers, government and health care and commercial organizations are increasingly becoming aware of the need to properly treat medical waste and unused dispensed medication as federal and state regulatory bodies continue to provide guidance and enact legislation which mandate the proper disposal of medical waste outside the hospital setting to protect the general public and workers from potential exposure to contagious diseases and health and safety risks. Second, there is heightened public awareness and growing demand for influenza vaccines that are driving demand for our solutions both in the short-term to address the immediate flu shot needs and in the long-term as the public increasingly obtains its immunizations from retail locations and clinics. Third, there is growing demand for Sharps TakeAway Environmental Recovery System™ solutions for unused, non-controlled prescriptions and over-the-counter medications. Finally, we believe that customers in many of the sectors we serve, such as physicians, dentists, veterinarians, clinics and assisted living facilities, are becoming aware of alternatives to the traditional medical waste pick-up service and the lower cost (estimated average savings of up to 50%) and convenience associated with the Sharps Recovery System™ (formerly Sharps Disposal By Mail System®). In February 2009, we signed a five year contract (one year, plus four option years) with a major U.S. government agency for a $40 million program to provide our comprehensive Medical Waste Management System™, or Sharps®MWMSTM, which is a rapid-deployment solution offering designed to provide medical waste collection, storage and treatment in the event of natural disasters, pandemics, man-made disasters, or other national emergencies. Sharps®MWMSTM is unique in that the solution also offers warehousing, inventory management, training, data and other services necessary to provide a comprehensive solution. We received a purchase order for $28.5 million ($6.0 million of which was recognized in fiscal year 2009, and $22.5 million was recognized in the first half of fiscal year 2010). In January 2010, we were awarded the first option year (ending January 31, 2011) valued at approximately $1.6 million and was recognized from February 1, 2010 through January 31, 2011. In January 2011, we were awarded the second option year (ending January 31, 2012) valued at approximately $3.0 million and is to be recognized from February 1, 2011 through January 31, 2012. There is expected to be approximately $3.0 million in revenue in calendar year 2011 for the maintenance component of the contract including $1.5 million in the second half of calendar year 2011. The remaining two option years are expected to be approximately $3.0 million per contract year. Although, we believe the amounts above to be reasonable based upon the underlying contract and its current project plan, we makes no assurances regarding the actual recognition of revenue by fiscal year, which could vary significantly from that noted above. The successful launch of this program demonstrates the attractiveness of our integrated, full-service system that enables government agencies and commercial organizations to completely outsource the planning and execution of their emergency preparedness and disaster relief planning as it relates to medical waste handling and rapid response capabilities. In addition to the Sharps®MWMSTM, we continue to add similar full-service, patient support programs with major pharmaceutical manufacturers whereby we provide a customized Sharps Recovery System™ (formerly Sharps Disposal by Mail System®) along with fulfillment, inventory management, storage and data services, as well as provide critical patient usage data that assists the manufacturers in assessing drug effectiveness and compliance. In August 2011, the Company introduced the Complete Needle™ Collection and Disposal System which is focused on the traditional under-served home self-injector required to regularly use needles or syringes for their health and well-being, such as people with diabetes. The Complete Needle™ Collection and Disposal System is actually two offerings in one. First, the product provides the individual self-injector with a reasonably priced containment solution designed to protect self-injectors and their family members. Second, the product includes an optional disposal feature utilizing the USPS designed to protect the individual’s community, solid waste workers and the environment. The solution offers significant convenience as it utilizes the same delivery channel, the retail pharmacy, that the self-injector typically uses to obtain medications, for example, insulin, and needles or syringes. The solution is also designed to enhance the interaction between the pharmacist and the individual thereby creating counseling opportunities and possibly better treatment outcomes. Our principal executive offices are located at 9220 Kirby Drive, Suite 500, Houston, Texas. Our telephone number at that location is (713) 432-0300. We currently have 57 employees (all full time). We have manufacturing, assembly, distribution 2 3 and warehousing operations located on Reed Road in Houston, Texas, and our corporate offices located on Kirby Drive in Houston, Texas. We maintain an additional warehouse facility with manufacturing, assembly and distribution capabilities in College Park, Georgia. We own and operate a fully-permitted treatment facility in Carthage, Texas that incorporates our processing and treatment operations. The Company is committed to mitigating the effects of medical waste and unused dispensed medications on the environment and our citizens through our environmentally conscious treatment process. Just over two years ago we supplemented the treatment facility’s existing incineration process with an autoclave system, which is a cost-effective alternative to traditional incineration that treats medical waste with steam at high temperature and pressure to kill pathogens. The autoclave system is utilized alongside the incinerator for day-to-day operations. We believe that our facility is one of only ten permitted commercial facilities in the United States capable of treating all types of medical waste, used healthcare materials and unused or expired dispensed medications (i.e., both incineration and autoclave capabilities). SharpsTracer®: a comprehensive solution that provides customers with an electronic record of receipt and treatment of their waste to meet regulatory requirements. SharpsTracer® eliminates the need for traditional paper-based methods of tracking and is designed to enhance customer efficiencies with an automatic evidence of proof of receipt and treatment and market data capabilities. This cost-effective and regulatory compliant tracking and documentation system is an important part of our full-service and comprehensive suite of solutions. Other Solutions: a wide variety of other logistical products solutions including Pitch-It IVTM Poles, Trip LesSystem®, Sharps® Pump and Asset Return Box, Sharps Secure® Needle Collection and Containment System, Sharps Recovery System® Needle Collection and Mailback Disposal System, IsoWash® Linen Recovery System and Biohazard Spill Clean-Up Kit and Disposal System. SOLUTIONS OVERVIEW MARKET OVERVIEW We offer a broad line of product and service solutions to manage the medical waste and unused dispensed medications generated by our customers. Our primary solutions include the following: Sharps Recovery System™ (formerly Sharps Disposal by Mail System®): a comprehensive solution for the containment, transportation, treatment and tracking of medical waste and used healthcare materials generated outside the hospital and large health care facility setting. The Sharps Recovery System™ includes a securely sealed, leak and puncture resistant sharps container in several sizes ranging from one quart to eighteen gallons; USPS approved shipping carton with pre-paid priority mail postage; absorbent material inside the container that can safely hold up to 150 milliliters of fluids; a red bag for additional containment; and complete documentation and tracking manifest. The Sharps Recovery System™ is transported to our facility for treatment. Upon treatment or conversion of the waste, we provide electronic proof of receipt and treatment documentation to the customer through our proprietary SharpsTracer® system. TakeAway Environmental Return System™: a comprehensive solution that facilitates the proper disposal or treatment of unused dispensed medications and includes the TakeAway Environmental Return System and the RxTakeAway Recovery and Reporting System. The solution provides a means for individual consumers, communities and facilities, such as pharmacies, assisted living facilities, long-term care facilities, mail-order pharmacies and correctional operations, to manage their unused dispensed medications (other than controlled substances) and consists of customized containment, transportation, destruction or conversion and tracking services. Our proprietary tracking system, MedsTracerTM, is designed for tracking unused dispensed medications, which assists pharmaceutical manufacturers in monitoring drug usage and provides critical data for patient management and compliance. Our proprietary tracking system is a highly value-added component of our solution as it enhances pharmaceutical manufacturers’ ability to monitor patient drug usage. Complete Needle™ Collection and Disposal System: a comprehensive solution focused on the traditional under-served home self-injector required to regularly use needles or syringes for their health and well-being, such as people with diabetes. The Complete Needle™ Collection and Disposal System is actually two offerings in one. First, the product provides the individual self-injector with a reasonably priced containment solution designed to protect self-injectors and their family members. Second, the product includes an optional disposal feature utilizing the USPS designed to protect the individual’s community, solid waste workers and the environment. Our solution offers significant convenience as it utilizes the same delivery channel, the retail pharmacy, that the self-injector typically uses to obtain medications, for example insulin, and needles or syringes. Our solution is also designed to enhance the interactions between the pharmacist and the individual thereby creating counseling opportunities and possibly better treatment outcomes. Sharps®MWMSTM: a comprehensive solution designed for rapid deployment in emergency situations and features the Sharps Recovery System™ and TakeAway Environmental Return System products combined with warehousing, inventory management, training, data and other services. Sharps®MWMSTM is designed to be an integral part of governmental and commercial emergency preparedness programs for large scale or catastrophic situations such as natural disasters, pandemics, terrorist events, or other national emergencies. Also available with the Sharps®MWMSTM is the Sharps® Rx Recovery and Reporting System, which delivers a turn-key approach to the collection, storage, audit, treatment and documentation of unused dispensed medications. The Medical Waste Management SystemTM can be used in virtually any location where patients may be treated or shots administered. This system is designed to be portable, allowing medical waste to be collected where it is generated, properly stored, and transported with no special pick-up arrangements. The CDC and the EPA estimate that there are over three billion used syringes disposed of annually outside of the hospital setting in the United States. We estimate that it would require 30 to 50 million Sharps Recovery System™ (formerly Sharps Disposal by Mail System®) products to properly dispose of all such syringes, which would equate to a market opportunity of over $1 billion. We estimate that we have penetrated approximately 1% of this market. Additionally, we believe that there has been and will continue to be a significant increase in self-injectable medications utilized by patients, further increasing the number of syringes used and disposed of in the United States. There are an estimated 800,000 doctors, dentists, veterinarians, clinics, tattoo parlors and other businesses in the country that generate smaller quantities of medical waste, including used syringes. These offices and facilities, which must demonstrate proper management of their medical waste, comprise a market opportunity of approximately $600 million, based on estimates of using our solution offerings rather than the traditional pick-up service in what we characterize as a regulated market. Industry experts estimate that approximately 40% of the dispensed medication from four billion dispensed medication prescriptions goes unused every year in the United States generating an estimated 200 million pounds of unused medication waste which can adversely affect the environment if disposed of improperly. Most unused dispensed medications are either (i) disposed of untreated in the garbage or flushed down the toilet, ending up in landfills and polluting rivers and water supply systems, lakes and streams with trace amounts of unused dispensed medications or (ii) stored in medicine cabinets that are accessible to children and teenagers. Improperly disposed of or diverted unused dispensed medications have been shown to increase the risk of accidental poisoning of citizens, including children and teenagers. The Company has estimated that the market for the proper disposal of unused dispensed medications outside the hospital setting is over $1 billion per year. We continue to take advantage of the many opportunities in our markets served as communities, consumers, injectors, healthcare facilities, professional offices, pharmaceutical manufacturers and government agencies become more aware of the issues surrounding the proper disposal of medical waste, used healthcare materials and unused dispensed medications. The following events contribute to increasing awareness: (cid:120) (cid:120) (cid:120) in December 2004, the EPA issued its new guidelines for the proper disposal of medical sharps, revising the previous guidance that advised patients to dispose of used syringes in the trash; in July 2006, the states of California and Massachusetts passed legislation designed to mandate appropriate disposal of sharps waste necessary to protect the general public and workers from potential exposure to contagious diseases and health and safety risks; beginning September 1, 2008, California’s legislation regulating sharps disposal became effective and began to be enforced, making it illegal to dispose of used sharps through the normal garbage disposal system. Other states, such as Massachusetts and Louisiana, have enacted similar measures that became effective in 2008 and 2009, respectively. Currently, nine states ban the disposal of used syringes in the trash and another nine states plus the District of Columbia are considering or have introduced similar legislation, while the remaining states operate under the EPA guidance noted above. In April 2011, the United States Senate re-introduced a bill (S.725) which, if enacted, would provide for Medicare reimbursement, under part D, for the safe and effective disposal of used needles and syringes; and 4 5 (cid:120) (cid:120) in October 2009, California passed Senate Bill 486 requiring drug companies that market and sell prescribed medications that are routinely injected at home to submit plans to the California Integrated Waste Management Board on or before July 1, 2010 (and annually thereafter) describing how they support safe needle collection and disposal programs for patients using their drugs. California’s Senate Bill 419, which has passed the Senate and is moving through the Assembly, sets additional standards for making the SB 486 plans more accessible to the public. In 2009 and 2010, the states of Iowa and North Dakota introduced state funded programs to properly dispose of unused medications. In 2010, Minnesota enacted legislation that allows individuals to transfer their unused dispensed medications directly or through a caregiver to an organization authorized by the state to manage and/or ultimately destroy the medication. (cid:120) In October 2010, the Secure and Responsible Drug Disposal Act was enacted which addresses the proper handling of unused controlled medications. Among the methods of disposal recommended as part of the above noted regulatory actions are mail-back programs such as the solutions we offer. We believe that other states will continue introducing similar legislation and that these developments will drive additional demand for our solutions. COMPETITIVE STRENGTHS We believe our competitive strengths include the following: Leading comprehensive provider of cost-effective medical waste management solutions. We offer a broad line of solutions designed to address the proper management of medical waste, used healthcare materials and patient dispensed unused or expired medications. The Company is able to offer mail or ship-back based services at a significantly lower cost as compared to the traditional model of pick-up services since the Company utilizes the existing infrastructure of USPS or United Parcel Service (“UPS”) for return transportation. In contrast to traditional pick-up service providers which generally make periodic pick-ups, our mail or ship-back based solution offerings are less costly and more convenient. Our proprietary SharpsTracer® tracking and documentation systems provide customers a comprehensive electronic record of receipt and treatment of their waste to meet regulatory requirements. Our Medical Waste Management System™ provides a complete solution for customers seeking to completely outsource the management of all aspects of their waste management, including warehousing, inventory management, training, and data collection in addition to treatment services. While competitors may attempt to replicate our solution offerings, we believe the ability to offer such a comprehensive, value-added turnkey solution is a significant competitive advantage. Environmentally-conscious solution provider. In addition to providing cost-effective solutions for our customers, the Company is committed to mitigating the effects of medical waste and dispensed patient medications on the environment. Most used syringes and needles as well as unused or expired dispensed medications are currently disposed of untreated in the garbage, ending up in landfills and polluting rivers, lakes and streams with trace amounts of pharmaceuticals. Our products and services provide an environmentally cleaner alternative process for treatment. Our GREEN Waste Conversion Process™ eliminates medical waste processed for the Company’s customers from going into landfills. The process transforms treated medical waste into PELLA-DRX™ - a clean, raw material used in the manufacture of various industrial resources. The use of recycled paper and plastic materials for many of our products further demonstrates our total commitment to environmentally sound business practices. As an organization, the Company is a leading proponent for the development of solutions for the safe disposal of sharps and unused dispensed medications in the community and continually works to raise public awareness of the issue. Vertically integrated full-service operations. Our operations are fully integrated including manufacturing, assembly, distribution, treatment, online tracking and customer reporting. We have manufacturing, assembly, distribution and warehousing operations in Houston, Texas, and an additional warehouse facility with manufacturing, assembly and distribution capabilities in College Park, Georgia. We own and operate a fully-permitted treatment facility in Carthage, Texas, that incorporates our processing and treatment operations. Just over two years ago we supplemented the treatment facility’s existing incineration process with an autoclave system, which is a cost-effective alternative to traditional incineration that treats medical waste with steam at high temperature and pressure to kill pathogens. The autoclave system is utilized alongside the incinerator for day-to-day operations. We believe that our facility is one of only ten permitted commercial facilities in the United States capable of treating all types of medical waste, used healthcare materials and unused or expired dispensed medications (i.e., both incineration and autoclave capabilities). We track the movement of each shipment from outbound shipping to ultimate treatment and provide confirmation to the customer for their records using our proprietary SharpsTracer® tracking and documentation system. We also provide customized reporting for many of our customers. By controlling all aspects of the process internally, the Company is able to provide a one-stop solution and simplify the tracking and record-keeping processes to meet regulatory requirements for our customers. We believe the fully-integrated nature of our operations is seen by current and prospective customers as a key factor and differentiator leading to our success and leadership position in our industry. Well-positioned to capitalize on the growing need for government and commercial preparedness to address emergency and disaster relief situations. Federal and state government agencies as well as commercial organizations are increasingly focused on having programs in place for emergency and disaster relief situations such as natural disasters (hurricanes, flooding and earthquakes), pandemics (H1N1 flu strain), acts of terrorism (September 11th) and other national emergencies. The Sharps®MWMS™ is designed to be an integral part of governmental and commercial emergency preparedness programs. The successful launch of our government agency program demonstrates the attractiveness of our integrated, full-service solution that enables government agencies and commercial organizations to completely outsource the planning and execution of their emergency preparedness and disaster relief planning as it relates to medical waste handling and rapid response capabilities. Increased state and federal regulatory attention. To protect citizens and waste workers from needle stick injuries, nine states have passed legislation or regulations making it illegal to discard used sharps into household trash. Another nine states and the District of Columbia have legislation pending or strict guidelines regarding home sharps disposal. Passed or pending legislation related to home sharps disposal covers 43% of the U.S. population. Countless cities in states without restrictions have begun to pass ordinances preventing disposal of sharps in the trash. In order to reduce poisonings and pollution of our water, twenty-two states and the District of Columbia have introduced legislation over the last few years intended to manage the disposal of consumer unused medications. Seven states and the District of Columbia have successfully passed such legislation. Passed or pending legislation related to disposal of consumer medications covers 65% of the U.S. population. As state and federal enforcement of these statutes increases, more companies will turn to solutions such as ours to help manage their medical waste and regulatory compliance. We believe we are well positioned to benefit given our strict adherence to established standards and extensive documentation and records. Diverse product markets. Sharps offers services and products to a wide variety of end markets. The Company’s growth strategies are focused on retail pharmacies and clinics, pharmaceutical manufacturers, professional physician, dental and veterinary clinics and the U.S. Government contract, federal, state and local government agencies. We also serve home health care companies, retirement and assisted living facilities and hospitality and other which includes hotel, commercial, industrial and agriculture. 6 7 Our billings by market for the years ended June 30, 2011, 2010 and 2009 are below (as expressed in percentages of revenues): Year Ended June 30, 2010 2009 2011 BILLINGS BY MARKET: Home Health Care Retail U.S. Government contract Professional Other Assisted Living/ Hospitality Core Government Pharmaceutical 35% 24% 11% 10% 8% 6% 4% 2% 100% 17% 11% 59% 4% 2% 3% 2% 2% 100% 36% 9% 29% 5% 7% 5% 1% 8% 100% Highly scalable business model. Because of our proven business model, we can add new business while leveraging our existing fixed cost structure. Our facilities are able to accommodate significant additional volume, incurring only variable costs of transportation, storage and processing. Once we gain a new customer, our profitability typically increases as our customer base grows without additional overhead expense due to the embedded nature of our products and the ease with which we can accommodate additional volume. Experienced and accomplished management team. Our senior management team has extensive industry experience, and is committed to the continued growth and success of our company. Mr. David P. Tusa, CEO and President, in addition to his eight plus years with the Company has over 25 years of financial, accounting, business and public company experience in multiple industries and in companies with revenues up to $500 million. Mr. Claude Dance, Senior Vice President of Sales and Marketing, has broad health care and reverse logistics industry experience at a variety of firms including Pharmerica, Cardinal Health and Wyeth Pharmaceuticals. Ms. Diana Diaz, CPA, MBA, Vice President and Chief Financial Officer, has over 25 years of finance, accounting, health care and public company industry experience. Mr. Gregory C. Davis, Vice President of Operations, has over 18 years of information technology experience. Mr. Khairan Aladwani, Vice President of Assurance/Quality Control, have over 25 years of quality assurance experience at a variety of firms. The Company’s Board of Directors oversees CEO and senior management succession planning. The process focuses on building management depth, considers continuity and stability within the Company, and responds to Sharps’ evolving needs and changing circumstances. GROWTH STRATEGIES We plan to grow our business by employing the following primary growth strategies: Further penetrate existing customers and markets. Many of our customers who currently use the Sharps Recovery System™ (formerly Sharps Disposal by Mail System®) could also benefit from the TakeAway Environmental Return System products, the Complete Needle™ Collection and Disposal System or other specialized products. Although currently focused primarily on the proper management of used syringes and needles as well as dispensed expired or unused medication, pharmacies (including chains and mail order), assisted living facilities and other related organizations will develop needs for our other product lines as they expand their patient service offerings. As an entrenched and value-added supplier of treatment solutions, we believe the Company is well-positioned to capture incremental business from our existing customers. Although, our Pharmaceutical market did not experience growth during the year ended June 30, 2011, we have seen a recent surge of interest in our patient support program solution offering among pharmaceutical manufacturers as it relates to self- injectable medications. We believe manufacturers are now, more than ever, focused on (i) product differentiation, (ii) improved interaction with patients and (iii) creating a touch point for individual patient follow-up that could lead to improved therapy outcomes. As proof of this, we were recently awarded patient support programs from two top-20 pharmaceutical manufacturers with a combined value of over $2 million in annual recurring revenue when fully launched. The programs are scheduled to launch in the December quarter and should roll out over the following six- to nine- month period. Both patient support programs include the direct fulfillment of the Sharps Recovery System® to the pharmaceutical manufacturers’ program participants which provides the proper containment, return and treatment of the needles or injection devices utilized in therapy. Sharps’ proprietary SharpsTracer™ system tracks the return of the Sharps Recovery System® by the patient to the treatment facility, and then makes available to the pharmaceutical manufacturer electronic data which assists them in monitoring medication discipline and provides them with a touch point for individual patient follow-up which potentially could lead to better outcomes. We believe the Company is the leader in providing solutions of this type to this market. Increase adoption of our product lines among federal, state and local government agencies. We believe that our recent successful launch of a $40 million MWMSTM program with a major U.S. government agency is leading to additional business from other government agencies at the federal, state and local level. In January 2010, we launched a pilot program with the United States Department of Veterans Affairs (“VA”) within the VA Capitol Health Care Network (“Veterans Integrated Service Network” or “VISN”). The VISN is part of the Veterans Health Administration which encompasses the largest integrated health care system in the United States, consisting of 153 medical centers, in addition to numerous community based outpatient clinics, community living centers and Vet Centers. Together these health care facilities provide comprehensive care to over 5.5 million Veterans each year. The pilot allowed each of the participating medical centers within the VISN, both inpatient and outpatient, to provide the Sharps Recovery System™ (formerly known as the Sharps Disposal By Mail System®) and the TakeAway Environmental Return System solutions to their patients. Since its original launch, the pilot program expanded to include eight VISNs. As of June 30, 2011, the pilot is winding down as the VA evaluates a broad roll-out program that would make our solutions available across all VISNs. We also believe there are additional sales opportunities with a major U.S. government agency, including additional products and services, as well as the potential for more MWMSTM orders. These successes demonstrate the attractiveness of our integrated, full-service system that allows government agencies to completely outsource the medical waste handling aspects of their disaster relief programs and rapid response capabilities. Once the system has been proven at the government level, we expect additional growth through commercial emergency preparedness programs as well. Enhance sales and marketing efforts. Through the expansion of our sales force (both inside and field), launch of a new website and corresponding promotional activity in mid-July 2011, development of additional marketing materials including use of the Internet and implementation of a call center for direct marketing efforts, we believe we can drive significant additional growth. Capitalizing on the increased regulatory attention directed at medical waste management initiatives, we have received significant press coverage of our TakeAway Environmental Return Systems product line and expect the same with our Complete Needle™ Collection and Disposal System. Subsequent demand along with sales and marketing efforts are helping our solution offerings become a more standard item in the retail setting. Improve product and service awareness to attract new customers. As we grow, we continue to focus additional marketing and sales efforts designed to educate home health care providers, physician and dental clinics, pharmaceutical manufacturers, consumers, communities and government agencies of the benefits of our solution offerings and the need for safe, cost-effective and environmentally-friendly methods of medical waste treatment. We believe that the full-service nature of our solution offerings, ease of our mail and ship-back based delivery system and convenience will attract new customers who are not yet aware of the services we provide. In addition to providing a convenient, cost-effective solution to waste and used healthcare materials treatment, we believe future growth will be driven by the need for our customers to properly document and track the disposal of their hazardous waste to maintain compliance with new and existing legislation. We believe our understanding of the legislative process and focus on accurate and thorough electronic tracking of waste disposal or treatment will provide substantial benefits to new customers looking to comply with new standards and promote environmentally cleaner business practices. 8 9 Develop new products and services. COMPETITION We continue to develop new solution offerings including the Complete Needle™ Collection and Disposal System (designed for the traditional under-served home self-injector), the Sharps Medical Waste Management System™, the TakeAway line of products for unused medications (including TakeAway Environmental Return System™), the Medical/Professional TakeAway Recovery System™ and the RX TakeAway Recovery and Reporting System which offers the collection, storage, audit, witnessed treatment and documentation of unused medications such as flu vaccines, Tamiflu, and Relenza. These innovative product and service offerings allow us to gain further sales from existing customers as well as gain new customers who have a need for more comprehensive products. We will continue our efforts to develop new solution offerings designed to facilitate the proper and cost effective solutions for management of medical waste, used healthcare materials and unused dispensed medications to better serve our customers and the environment. Additionally, we will continue to seek out and identify prospective new customers and markets for new solutions designed to meet the needs of these new customer segments. Research and development expenses were $131 thousand, $41 thousand and $20 thousand for the fiscal years ended June 30, 2011, 2010 and 2009, respectively. CONCENTRATION OF CREDIT AND SUPPLIERS There is an inherent concentration of credit risk associated with accounts receivable arising from sales to our major customers. For the fiscal year ended June 30, 2011, two customers represented approximately 33% of revenues. Those same two customers represented approximately 22% or $660 thousand, of the total accounts receivable balance at June 30, 2011. For the fiscal year ended June 30, 2010, two customers represented approximately 68% of revenues. Those same two customers represented approximately 27%, or $546 thousand, of the total accounts receivable balance at June 30, 2010. For the fiscal year ended June 30, 2009, four customers represented approximately 48% of revenues. We may be adversely affected by our dependence on a limited number of high volume customers. Management believes that the risks are mitigated by, (i) the contractual relationships with key customers, (ii) the high quality and reputation of the Company and its solution offerings and (iii) the continued diversification of our solution offerings into additional markets outside of its traditional customer base. Currently, the majority of our transportation is sourced with the USPS, which consists of delivering the Sharps® Recovery System™ (formerly Sharps Disposal by Mail System®) from the end user to the Company’s treatment facility. We also have an arrangement with UPS whereby UPS transports the Company’s TakeAway Recovery System products from the end user to the Company’s treatment facility. Management believes the risk of dependence on the USPS is mitigated by (i) the arrangement with UPS and (ii) the long-standing business relationship with and successful performance by USPS. We maintain relationships with multiple raw materials suppliers and vendors in order to meet customer demands and assure availability of our products and solutions. With respect to the Sharps Recovery System™ (formerly Sharps Disposal by Mail System®) solutions, we own all proprietary molds and dies and utilize three contract manufacturers for the production of the primary raw materials. We believe that alternative suitable contract manufacturers are readily available to meet the production specifications of our products and solutions. With respect to our Pitch-It™ IV Poles, the Company maintains an exclusive manufacturing relationship with Drive Medical Design & Manufacturing. We utilize national suppliers such as Southern Container, R & D Molders, Uline and W. W. Grainger, Inc. for the majority of the raw materials used in our other products and solutions. INTELLECTUAL PROPERTY We have a portfolio of trademarks and patents, both granted and pending. We consider our trademarks important in the marketing of our products and services, including Sharps Disposal by Mail System®, TakeAway Environmental Return System™, Complete Needle™ Collection and Disposal System, Sharps®MWMS™, Pitch-It IV™ Poles, Trip LesSystem®, GREEN Waste Conversion Process™ and PELLA-DRX™ among others. With respect to our registered marks, we continue using such marks and will file all necessary documentation to maintain their registrations for the foreseeable future. We maintain patents on Pitch-It™ IV Poles which are scheduled to expire in 2012. We have a number of patents pending, including those applicable to our Complete Needle™ Collection and Disposal System, Sharps Recovery System™ Needle Collection and Mailback Disposal System, the Sharps® Medical Waste Management System™, the GREEN Waste Conversion Process™, and Sharps Secure® Needle Collection and Containment System™ and are in the process of applying for other trademarks and patents. There are several competitors who offer similar or identical products and services that facilitate the disposal of smaller quantities of medical waste. There are also a number of companies that focus specifically on the marketing of products and services which facilitate disposal through transport by the USPS (similar to the Company’s products). These companies include (i) smaller private companies or (ii) divisions of larger medical or solid waste companies. Additionally, we compete, in certain markets, with Stericycle, the largest medical waste company in the country, which focuses primarily on a pick-up service business model. As Sharps continues to grow and increase awareness of the proper disposal of syringes and unused medications it does believe it may face more and possibly significant competition. We believe our comprehensive line of proven solution offerings, first mover advantages, excellent industry reputation, significant history of market and customer success, quality solutions and products, as well as our capabilities as a vertically integrated producer of products and services, provides significant differentiation in the current competitive market. GOVERNMENT REGULATION Sharps is subject to extensive federal, state, and/or local laws, rules and regulations. We are required to obtain permits, authorizations, approvals, certificates and other types of governmental permission from the EPA, the State of Texas and the local governments in Carthage, Texas with respect to our facilities. Such laws, rules and regulations have been established to promote occupational safety and health standards and certain standards have been established in connection with the handling, transportation and disposal of certain types of medical and solid wastes, including transported medical waste. Our estimated annual costs of complying with these laws, regulations and guidelines is currently less than $100,000 per year. In the event additional laws, rules or regulations are adopted which affect our business, additional expenditures may be required in order for Sharps to be in compliance with such changing laws, rules and regulations. COMPLIANCE WITH ENVIRONMENTAL LAWS In November 2005 and September 2009, the EPA and the Texas Commission on Environmental Quality promulgated new regulations under the Clean Air Act and associated state statutes which will affect the operations of the incineration facility located in Carthage, Texas. These regulations modify the emission limits and monitoring procedures required to operate an incineration facility. The new rules will necessitate changes to our owned incinerator and pollution control equipment at the facility or require installation of an alternative treatment method to ensure compliance. These regulations will also require us to obtain a Title V permit and conduct additional monitoring. We are required to comply with these new standards by the end of 2012. Such changes will require us to incur capital expenditures in order to meet the requirements of the regulations. We have studied these amended regulations and their options, and decided in the interim to move forward with the process of adding alternative technology, autoclaving, which meets the EPA Clean Air Act requirements, for medical waste disposal which became fully operational in February 2009 at its current facility in Carthage, Texas. We believe autoclaving is environmentally cleaner and a less costly method of treating medical waste than incineration. Due to our continued growth, we anticipate that we will incur additional capital expenditures needed in order to meet the new air emission regulations. The additional capital expenditures are not expected to exceed $1.0 million. We expect capital expenditures related to these new regulations to be made by the end of the first half of fiscal year 2013. 10 11 ITEM 1A. RISK FACTORS We may be unable to manage our growth effectively. We experienced significant growth with revenues increasing more than 93% to $39.2 million for the fiscal year ended June 30, 2010 from $20.3 million for fiscal year ended June 30, 2009. As the U.S. Government contract moved into its maintenance phase during fiscal year 2011, revenues decreased 51% to $19.4 million. The decrease was due to decreased billings for the U.S. Government contract of $21.1 million partially offset by increased recurring revenue growth of $1.4 million or 8%. The increase in core revenue as well as an expanded presence in the retail markets, has placed and will continue to place significant demands on our financial, operational and management resources. In order to continue our growth, we may need, at some point, to add operations, administrative and other personnel, and may need to make additional investments in the infrastructure and systems. There can be no assurance that we will be able to find and train qualified personnel, do so on a timely basis, or expand our operations and systems to the extent, and in the time, required. The loss of the Company’s senior executives could affect the Company’s ability to manage the business profitability. Sharps’ growth and development to date has been largely dependent on the active participation and leadership of its senior management team consisting of the Company’s CEO and President, Senior Vice President of Sales, Vice President and CFO, Vice President of Operations and Vice President of Quality Assurance. We believe that the continued success of the business is largely dependent upon the continued employment of the senior management team and has, therefore, (i) entered into individual employment arrangements with key personnel and (ii) granted equity-based stock compensation to senior management members in order to provide an incentive for their continued employment with the Company. The unplanned loss of one or more members of the senior management team and our inability to hire key employees could disrupt and adversely impact the Company’s ability to execute its business plan. The Company’s Board of Directors oversees CEO and senior management succession planning. The process focuses on building management depth, considers continuity and stability within the Company, and responds to Sharps’ evolving needs and changing circumstances. The Board approves continuity plans for the CEO and senior management succession planning to enable the Board to respond to planned or unexpected vacancies in key positions. The Board considers optimizing the ongoing safe and sound operation of the Company and minimizing any potential disruption or loss of continuity to our business and operations as it evaluates the plan. Our business is dependent on a small number of customers. To the extent we are not successful in winning additional business mandates from our government and commercial customers or attracting new customers, our results of operations and financial condition would be adversely affected. We are dependent on a small group of customers. In addition, there is an inherent concentration of credit risk associated with accounts receivable arising from sales to our major customers. For the fiscal year ended June 30, 2011, two customers represented approximately 33% of revenues. Those same two customers represented approximately 22%, or $660 thousand, of the total accounts receivable balance at June 30, 2011. To the extent these significant customers are delinquent or delayed in paying or we are not successful in obtaining consistent and additional business from our existing and new customers, our results of operations and financial condition would be adversely affected. customer success, quality solutions and products, as well as our capabilities as a vertically integrated producer of products and services, provides significant differentiation in the current competitive market. The lack of customer long-term volume commitments could adversely affect the Company’s profits and future growth. Although we enter into exclusive contracts with the majority of our enterprise customers, these contracts do not have provisions for firm long-term volume commitments. In general, customer purchase orders may be canceled and order volume levels can be changed or delayed with limited or no penalties. Canceled, delayed or reduced purchase orders could significantly affect our financial performance. An inability to maintain existing government contracts or win additional government contracts over an extended period could have a material adverse effect on our operations and adversely affect our future revenue. A material amount of our revenues were generated through the contract with a major U.S. government agency for the period from March 2009 through December 2009. Our revenues for the first year of the five year contract (one year plus four option years) were approximately $28.5 million ($6.0 million of which was recognized in fiscal year 2009, $22.5 million was recognized in the first half of fiscal year 2010). In January 2010, we were awarded the first option year (ending January 31, 2011) valued at approximately $1.6 million and was recognized from February 1, 2010 through January 31, 2011. In January 2011, we were awarded the second option year (ending January 31, 2012) valued at approximately $3.0 and is to be recognized from February 1, 2011 through January 31, 2012. There is expected to be approximately $3.0 million in revenue in calendar year 2011 for the maintenance component of the contract including $1.5 million second half of calendar year 2011. The remaining two option years are expected to be approximately $3.0 million per contract year. Although, the Company believes the amounts above to be reasonable based upon the underlying contract and its current project plan, it makes no assurances regarding the actual recognition of revenue by fiscal year, which could vary significantly from that noted above. All contracts with, or subcontracts involving, the federal government are terminable, or subject to renegotiation, by the applicable governmental agency on 30 days notice, at the option of the governmental agency. If a material contract is terminated or renegotiated in a manner that is materially adverse to us, our revenues and future operations could be materially adversely affected. As a government contractor, we are subject to extensive government regulation, and our failure to comply with applicable regulations could subject us to penalties that may restrict our ability to conduct our business. Governmental contracts or subcontracts involving governmental facilities are often subject to specific procurement regulations, contract provisions and a variety of other requirements relating to the formation, administration, performance and accounting of these contracts. Many of these contracts include express or implied certifications of compliance with applicable regulations and contractual provisions. If we fail to comply with any regulations, requirements or statutes, our existing governmental contracts or subcontracts involving governmental facilities could be terminated or we could be suspended from government contracting or subcontracting. If one or more of our governmental contracts or subcontracts are terminated for any reason, or if we are suspended or debarred from government work, we could suffer a significant reduction in expected revenues and profits. Furthermore, as a result of our governmental contracts or subcontracts involving governmental facilities, claims for civil or criminal fraud may be brought by the government for violations of these regulations, requirements or statutes. Aggressive pricing by existing competitors and the entrance of new competitors could drive down the Company’s profits and slow its growth. The Company is subject to extensive and costly federal, state and local laws and existing or future regulations may restrict the Company’s operations, increase our costs of operations and subject us to additional liability. There are several competitors who offer similar or identical products and services that facilitate the disposal of smaller quantities of medical waste. There are also a number of companies that focus specifically on the marketing of products and services which facilitate disposal through transport by the USPS (similar to the Company’s products). These companies include (i) smaller private companies or (ii) divisions of larger medical or solid waste companies. Additionally, we do compete, in certain markets, with Stericycle, the largest medical waste company in the country, which focuses primarily on a pick-up service business model. As Sharps continues to grow and increase awareness of the proper disposal of syringes and unused medications it does believe it may face more and possibly significant competition. We believe our comprehensive line of proven solution offerings, first mover advantages, excellent industry reputation, significant history of market and Sharps is subject to extensive federal, state, and/or local laws, rules and regulations. We are required to obtain permits, authorizations, approvals, certificates and other types of governmental permission from the EPA, Texas and the local governments in Carthage, Texas with respect to our facility. Such laws, rules and regulations have been established to promote occupational safety and health standards and certain standards have been established in connection with the handling, transportation and disposal of certain types of medical and solid wastes, including mailed sharps. We believe that we are currently in compliance in all material respects with all applicable laws and regulations governing our business, including the permits and authorizations for our incinerator facility. Our estimated annual costs of complying with these laws, regulations and guidelines is currently less than $100,000 per year. In the event additional laws, rules or regulations are adopted which affect our business, additional expenditures may be required in order for us to be in compliance with such changing laws, rules and regulations. Furthermore, any material relaxation of any existing regulatory requirements governing 12 13 the government. Any change in regulation restricting the shipping of medical waste, used healthcare materials or unused or expired dispensed pharmaceuticals through these channels would be detrimental to our ability to conduct its operations. Notwithstanding the foregoing, any disruption in the transportation of products would have an adverse effect on our operations, results of operations and financial condition. The Company’s stock has experienced, and may continue to experience, low trading volume and price volatility. Our common stock has been listed on the NASDAQ Capital Market (“NASDAQ”) under the symbol “SMED” since May 6, 2009. The daily trading volumes for our common stock are, and may continue to be, relatively small compared to many other publicly traded securities. Since trading on the NASDAQ, our average daily trading volume has been approximately 100,000 shares. It may be difficult for you to sell your shares in the public market at any given time at prevailing prices, and the price of our common stock may, therefore, be volatile. ITEM 1B. UNRESOLVED STAFF COMMENTS As of the date of this report, we do not have any unresolved staff comments. ITEM 2. DESCRIPTION OF PROPERTY Sharps leases 190,489 square feet of space in Houston, Texas and College Park, Georgia. Sharps has manufacturing, assembly, distribution and warehousing operations on Reed Road in Houston, Texas, and corporate offices on Kirby Drive in Houston, Texas. We maintain a warehouse facility with manufacturing, assembly and distribution capabilities in College Park, Georgia. These leases expire from April 2014 to April 2015 with options to renew these leases for warehouses for 5 years and for office space 10 years. We own and operate a facility in Carthage, Texas that houses our processing and treatment operations in an estimated 12,000 square foot building on 4.5 acres of land. The facility is permitted to process 40 tons per day of municipal solid waste. The incinerator at the facility is currently permitted to treat eleven tons per day of municipal solid waste while the autoclave is capable of treating up to seven tons per day of waste. ITEM 3. LEGAL PROCEEDINGS None. the transportation and disposal of medical waste could result in a reduced demand for our products and services and could have a material adverse effect on our revenues and financial condition. The scope and duration of existing and future regulations affecting the medical and solid waste disposal industry cannot be anticipated and are subject to change. In November 2005 and September 2009, the EPA and the Texas Commission on Environmental Quality promulgated new regulations under the Clean Air Act and associated state statutes which will affect the operations of the incineration facility located in Carthage, Texas. These regulations modify the emission limits and monitoring procedures required to operate an incineration facility. The new rules will necessitate changes to the Company’s owned incinerator and pollution control equipment at the facility or require installation of an alternative treatment method to ensure compliance. These regulations will also require us to obtain a Title V permit and conduct additional monitoring. We are required to comply with these standards by the end of 2012. Such changes will require us to incur capital expenditures in order to meet the requirements of the regulations. We have studied these amended regulations and their options, and decided in the interim to move forward with the process of adding alternative technology, autoclaving, which meets the EPA Clean Air Act requirements, for medical waste disposal which became fully operational in February 2009 at its current facility in Carthage, Texas. Autoclaving is a process that treats regulated waste with steam at high temperature and pressure to kill pathogens. Combining the autoclaving with a shredding or grinder process allows the waste to be disposed in a landfill operation. We believe autoclaving is environmentally cleaner and a less costly method of treating medical waste than incineration. Due to our continued growth, we anticipate that we will incur additional capital expenditures needed in order to meet the new air emission regulations. The additional capital expenditures are not expected to exceed $1.0 million. We expect capital expenditures related to these new regulations to be made by the end of the first half of fiscal 2013. The inability of the Company to operate its treatment facility would adversely affect its operations. Sharps’ business utilizes a facility for the proper disposal or treatment of medical waste, used healthcare materials and unused pharmaceuticals. Our owned facility has both incineration and autoclave technologies in Carthage, Texas (Panola County). Prior to the purchase of the facility in January 2008, we had operated the facility since 1999 under a lease arrangement. Sharps’ believes it operates and maintains the facility in compliance in all material respects with all federal, state and local laws and/or any other regulatory agency requirements involving solid waste disposal and the operation of the incinerator facility. The failure to maintain the permits for the treatment facility or unfavorable conditions contained in the permits could substantially impair our operations and reduce our revenues. Although we have an agreement with a secondary treatment facility to provide services in the event both the incinerator and autoclave are unavailable, any disruption in the availability of a disposal or treatment facility whether as a result of action taken by governmental authorities, natural disasters or otherwise would have an adverse affect on our operations and results of operations. The handling and disposal or treatment of regulated waste carries with it the risk of personal injury to employees and others. Our business requires us to handle materials that may be infectious or hazardous to life and property in other ways. Although our products and procedures are designed to minimize exposure to these materials, the possibility of accidents, leaks, spills, and acts of God always exists. Human beings, animals or property could be injured, sickened or damaged by exposure to regulated waste. This in turn could result in lawsuits in which we are found liable for such injuries, and substantial damages could be awarded against us. While we carry liability insurance intended to cover these contingencies, particular instances may occur that are not insured against or that are inadequately insured against. An uninsured or underinsured loss could be substantial and could impair our profitability and reduce our liquidity. The possibility of postal work interruptions and restrictions on shipping through the mail would adversely affect the disposal or treatment element of the Company’s business and have an adverse effect on our operations, results of operations and financial condition. We currently transport (from the patient or user to the Company’s facility) the majority of our solution offerings using USPS; therefore, any long-term interruption in USPS delivery services would disrupt the disposal or treatment element of our business. Postal delivery interruptions are rare. Additionally, since USPS employees are federal employees, such employees may be prohibited from engaging in or continuing a postal work stoppage, although there can be no assurance that such work stoppage can be avoided. As noted above, we entered into an arrangement with UPS whereby UPS transports our TakeAway Recovery System™ line of solution offerings. The ability to ship items, whether through the USPS or UPS, is regulated by 14 15 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information: Beginning May 6, 2009, the Company’s common stock has been quoted on the NASDAQ under the symbol “SMED”. Previously, the Company’s common stock was quoted on the over-the-counter (“OTC”) Bulletin Board under the symbol “SCOM”. Since trading on the NASDAQ (May 6, 2009), the Company’s common stock had an average trading volume of approximately 2,170,000 shares traded per month. The table below sets forth the high and low closing prices of the Company’s common stock on the NASDAQ (July 1, 2009 through August 30, 2011) for each quarter within the last two fiscal years. Fiscal Year Ended June 30, 2010 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Ended June 30, 2011 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Ending June 30, 2012 First Quarter (August 30, 2011) Common Stock High Low $ $ $ $ 10.18 11.91 10.27 7.68 $ $ $ $ 5.40 5.87 5.75 5.35 $ $ $ $ 6.21 7.97 5.85 3.98 $ $ $ $ 4.00 3.98 3.74 3.58 $ 4.09 $ 2.98 Stockholders: At August 30, 2011, there were 15,067,345 shares of common stock held by approximately 167 holders of record. The last reported sale of the common stock on August 30, 2011 was $4.09 per share. Dividend Policy: The Company has never declared nor paid any cash dividends on its common stock. The Company currently intends to retain its cash generated from operations for working capital purposes and to fund the continued expansion of its business and does not anticipate paying any dividends on our common stock in the foreseeable future. Issuer Purchases of Equity Securities: The Company has no reportable purchases of equity securities. Corporate Performance Graph*: The graph compares the cumulative total return (i.e., stock price appreciation) on The Company’s common stock from the first day it began trading on the NASDAQ and each quarter thereafter with the cumulative total return for the same period on the NASDAQ Small Cap Index and the Dow Jones US Waste and Disposal Services Index. The graph assumes that $100 was invested on May 6, 2009 in our common stock and in the stock represented by each of the two indices. 250.00 200.00 150.00 100.00 50.00 0.00 5/6/09 6/30/09 9/30/09 12/31/09 3/31/10 6/30/10 9/30/10 12/31/10 3/31/11 6/30/11 Sharps Compliance Corp. NASDAQ Small Cap Index Dow Jones US Waste and Disposal Services Index *The Corporate Performance Graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing. Securities Authorized for Issuance under Equity Compensation Plans: The following equity compensation plan information is provided as of June 30, 2011: Plan Category 2010 Stock Plan as approved by shareholders (1) (3) 1993 Stock Plan as approved by shareholders (2) 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) 176,500 $ 4.51 711,626 $ 4.40 Total 888,126 $ 4.43 Notes: (1) Represents stock options issued under the 2010 Sharps Compliance Corp. Stock Plan. (2) Represents stock options issued under the 1993 Sharps Compliance Corp. Stock Plan. (3) The 2010 Stock Plan replaced the 1993 Stock Plan in November 2010. Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c) 754,000 122,673 876,673 16 17 ITEM 6. SELECTED FINANCIAL DATA ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF The following selected historical financial data has been derived from our audited financial statements and should be read in conjunction with the historical Consolidated Financial Statements and related notes (in thousands except earnings per share data): 2011 For the Year Ended June 30, 2010 2008 2009 2007 Revenues …………………………. 19,395 Operating Income (Loss) …………… (4,536) (2,975) Net Income (Loss)…………………. $ $ $ $ $ $ 39,156 14,398 9,356 $ $ $ 20,297 3,464 4,197 $ $ $ 12,841 (1) 82 $ $ $ 11,956 727 785 Net Income (Loss) per share: Basic ……………………………… Diluted …………………………… $ $ (0.20) (0.20) $ $ 0.66 0.63 $ $ 0.33 0.30 $ $ 0.01 0.01 $ $ 0.07 0.06 $ 30,598 Total Assets ………………………. Total Debt …………………………. $ - Cash and Cash Equivalents ………… 18,280 $ $ 20,226 Working Captial ………………….. $ 25,865 Total Shareholder's Equity ………. $ 31,632 $ - $ 18,068 $ 21,617 $ 26,941 15,188 $ $ - $ 4,792 $ 4,566 $ 9,570 5,676 $ $ - $ 2,035 $ 1,896 $ 2,886 4,691 $ $ 2 $ 2,134 $ 1,968 $ 2,169 OPERATIONS The discussion and analysis presented below should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. See “Information Regarding Forward Looking Statements.” RESULTS OF OPERATIONS The following analyzes changes in the consolidated operating results and financial condition of the Company during the twelve months ended June 30, 2011, 2010 and 2009, respectively. The following table sets forth, for the periods indicated, certain items from the Company’s Consolidated Statements of Operations (dollars in thousands except for percentages expressed as a percentage of revenues): 2011 % Year Ended June 30, % 2010 Revenue Cost of revenues Gross profit SG&A expense Special charge Depreciation and amortization $ 19,395 13,171 6,224 9,837 570 353 100.0% 67.9% 32.1% 50.7% 2.9% 1.8% $ 39,156 15,502 23,654 8,815 - 441 100.0% 39.6% 60.4% 22.5% 1.1% 2009 % $ 20,297 9,841 10,456 6,604 - 388 100.0% 48.5% 51.5% 32.5% 1.9% Operating income (loss) (4,536) (23.4%) 14,398 36.8% 3,464 17.1% Other income 45 0.2% 37 0.1% 33 0.2% Net income (loss) before income taxes (4,491) 14,435 3,497 Income tax expense (benefit) Net income (loss) (1,516) (2,975) $ (7.8%) (15.3%) 5,079 9,356 $ 13.0% 23.9% (700) 4,197 $ (3.4%) 20.7% YEAR ENDED JUNE 30, 2011 AS COMPARED TO YEAR ENDED JUNE 30, 2010 Total revenues for the fiscal year ended June 30, 2011 of $19.4 million decreased by $19.8 million, or 50.5%, over the total revenues for the fiscal year ended June 30, 2010 of $39.2 million. Billings by market are as follows (in thousands): 2011 (Unaudited) Year Ended June 30, 2010 (Unaudited) Variance (Unaudited) BILLINGS BY MARKET: Home Health Care Retail U.S. Government Contract Core Government Professional Assisted Living/ Hospitality Pharmaceutical Other Subtotal GAAP Adjustment * Revenue Reported $ $ $ 6,859 4,641 2,089 699 2,007 1,287 304 1,619 19,505 (110) 19,395 6,543 4,338 23,200 642 1,644 1,015 742 1,284 39,408 (252) 39,156 316 303 (21,111) 57 363 272 (438) 335 (19,903) 142 (19,761) $ $ $ 18 19 During the first quarter of fiscal year 2011, the Company recorded a special charge of $0.6 million on a pre-tax basis, or $0.02 per diluted loss per share, which represents expenses incurred with the retirement of the Company’s former Chief Executive Officer, Dr. Burton Kunik. The special charge consists of (i) severance-related items totaling $0.5 million, (ii) non-cash stock-based compensation expense of $0.1 million (resulting from accelerated vesting of stock option awards), and (iii) legal fees related to the separation agreement of less than $0.1 million. The Company paid Dr. Kunik $0.1 million in September 2010 and $0.4 million in April 2011 related to the expenses noted above. The Company generated an operating loss of $4.5 million for the year ended June 30, 2011 compared to an operating income of $14.4 million for the year ended June 30, 2010. The operating margin was (23.4%) for the year ended June 30, 2011 compared to 36.8% for the year ended June 30, 2010. The decrease in operating income and operating margin is a result of the above mentioned decrease in revenue and operating leverage inherent in the Company’s business model. The Company generated a loss before tax of $4.5 million for the year ended June 30, 2011 versus income before tax of $14.4 million for the year ended June 30, 2010. The decrease in income before tax is a result of lower operating income (discussed above). The Company’s effective tax rate for the year ended June 30, 2011 was 33.8% compared to 35.2% for the year ended June 30, 2010. The Company uses estimates in providing for income taxes on a year to date basis and those estimates may change in subsequent interim periods. The Company generated net loss of $3.0 million for the year ended June 30, 2011 compared to net income of $9.4 million for the year ended June 30, 2010. The decrease in net income is a result of lower operating income (discussed above). The Company reported diluted loss per share of $0.20 for the year ended June 30, 2011 versus diluted earnings per share of $0.63 for the year ended June 30, 2010. The decrease in diluted earnings per share is a result of a lower net income (discussed above). *Represents the net impact of the revenue recognition adjustment required to arrive at reported generally accepted accounting principles (“GAAP”) revenue. Customer billings include all invoiced amounts associated with products shipped during the period reported. GAAP revenue includes customer billings as well as numerous adjustments necessary to reflect, (i) the deferral of a portion of current period sales and (ii) recognition of certain revenue associated with products returned for disposal or treatment. The difference between customer billings and GAAP revenue is reflected in the Company’s balance sheet as deferred revenue. See Note 2 “Revenue Recognition” in “Notes to Consolidated Financial Statements”. This Annual Report on Form 10-K contains certain financial information not derived in accordance with GAAP, including customer billings information. The Company believes this information is useful to investors and other interested parties as customer billings represents all invoiced amounts associated with products shipped during the period reported. Such information should not be considered as a substitute for any measures derived in accordance with GAAP, and may not be comparable to other similarly titled measures of other companies. Reconciliation of this information to the most comparable GAAP measures is included above. The decrease in revenues is primarily attributable to decreased billings in the U.S. Government Contract ($21.1 million) and Pharmaceutical ($0.4 million) markets. These decreases in billings were partially offset by increased billings in the Professional ($0.4 million), Home Health Care ($0.3 million), Retail ($0.3 million), Other ($0.3 million) and Assisted Living/Hospitality ($0.3 million) markets. U.S. Government Contract billings are associated with the Company’s contract with a major U.S. government agency announced in February 2009. The current year billings were for maintenance and the prior year billings include (i) $22.4 million recognized in the first half of fiscal year 2010 for the sale of the Company’s Sharps MWMS to this major U.S. government agency and (ii) $0.8 million recognized in the second half of fiscal year 2010 attributable to the transition from the product build out to the maintenance phase of the Company’s contract with the U.S. government agency. This resulted in a decrease in billings under this contract of $21.1 million. The decrease in the Pharmaceutical market billings is due to the timing of customer orders and the discontinuation of one the Company’s patient support programs. The increase in Professional market billings was a direct result of the Company’s targeted telemarketing activities to educate doctors, dentists and veterinarians on the significant cost advantage and the convenience of the Sharps Recovery System™ over the traditional pick-up service. The increase in billings in the Home Health Care market is a result of increased sales to home health care related distributors addressing the growing trend of patient volumes in the home health care industry. The increase in the Retail market billings is due to the initial orders of the Company’s TakeAway Environmental Return System™ envelope solution by three large retail pharmacy chains and several food and drug chains to address growing concerns regarding the hazards of unused medications in the home and environment. The increase in the Other category is a result of referrals from the Company’s strategic alliance with a leading hazardous waste solutions provider. The increase in the Assisted Living/ Hospitality market was primarily due to increased sales to existing customers as they realize growth from the aging patient population using their services as well as an increase in our assisted living facility customer base. Cost of revenues for the year ended June 30, 2011 of $13.2 million was 67.9% of revenues. Cost of revenues for the year ended June 30, 2010 of $15.5 million was 39.6% of revenues. The lower gross margin for the fiscal year ended June 30, 2011 of 32.1% (versus 60.4% for the prior fiscal year) was a result of lower volume. The Company, which is largely leveraged on volume, made investments in its infrastructure during the first half of calendar year 2010 in order to provide for the capacity to take on large increases in volume. As a result, the combination of lower volume and greater capacity creates negative leverage and adversely impacts gross margin. Selling, general and administrative (“SG&A”) expenses for the year ended June 30, 2011 of $9.8 million, increased by $1.0 million, from SG&A expenses of $8.8 million for the year ended June 30, 2010. The increase in SG&A expense is primarily due to higher (i) professional expenses of $0.4 million (primarily due to regulatory and consulting related fees, legal fees, audit and related fees, and other sales-related consulting fees), (ii) compensation and benefit expense including payroll tax of $0.2 million (primarily due to timing of employee hires and terminations), (iii) costs associated with a legal settlement of $0.35 million and (iv) severance costs of $0.05 million. Regarding costs associated with a legal settlement included in SG&A expense, the Company settled a suit in which the plaintiff alleged violations of the Telephone Consumer Protection Act. Although the Company believes it did not violate any laws, the Company settled the lawsuit in the interest of avoiding additional legal costs and diverting time and focus from growing the business. 20 21 YEAR ENDED JUNE 30, 2010 AS COMPARED TO YEAR ENDED JUNE 30, 2009 Total revenues for the fiscal year ended June 30, 2010 of $39.2 million increased by $18.9 million, or 92.9%, over the total revenues for the fiscal year ended June 30, 2009 of $20.3 million. Billings by market are as follows (in thousands): 2010 (Unaudited) Year Ended June 30, 2009 (Unaudited) Variance (Unaudited) $ $ $ BILLINGS BY MARKET: U.S. Government Contract Health Care Retail Professional Assisted Living/ Hospitality Pharmaceutical Core Government Other Subtotal GAAP Adjustment * Revenue Reported 23,200 6,543 4,338 1,644 1,015 742 642 1,284 39,408 (252) 39,156 6,026 7,454 1,933 1,059 917 1,558 228 1,500 20,675 (378) 20,297 17,174 (911) 2,405 585 98 (816) 414 (216) 18,733 126 18,859 $ $ $ *Represents the net impact of the revenue recognition adjustment required to arrive at reported generally accepted accounting principles (“GAAP”) revenue. Customer billings include all invoiced amounts associated with products shipped during the period reported. GAAP revenue includes customer billings as well as numerous adjustments necessary to reflect, (i) the deferral of a portion of current period sales and (ii) recognition of certain revenue associated with products returned for disposal or treatment. The difference between customer billings and GAAP revenue is reflected in the Company’s balance sheet as deferred revenue. See Note 2 “Revenue Recognition” in “Notes to Consolidated Financial Statements”. This Annual Report on Form 10-K contains certain financial information not derived in accordance with GAAP, including customer billings information. The Company believes this information is useful to investors and other interested parties as customer billings represents all invoiced amounts associated with products shipped during the period reported. Such information should not be considered as a substitute for any measures derived in accordance with GAAP, and may not be comparable to other similarly titled measures of other companies. Reconciliation of this information to the most comparable GAAP measures is included above. The increase in revenues is primarily attributable to increased billings in the U.S. Government contract ($17.2 million), Retail ($2.4 million), Professional ($0.6 million), and Core Government ($0.4 million) markets. These increases were partially offset by decreased billings in the Health care ($1.0 million), and Pharmaceutical ($0.8 million) markets. The increase in the U.S. Government contract market is a result of a $17.2 million increase in billings related to the sale of the Company’s Sharps®MWMS™ to a major U.S. government agency under the contract announced in February 2009. The increase in the Core Government market also included $0.2 million related to the support of a major U.S. city immunization program, $0.1 million related to the sales of the TakeAway Environmental Return System as part of the State of Iowa and State of North Dakota funded programs and $41 thousand related to the Company’s U.S. Department of Veterans Affairs Pilot Program. The increase in the billings in the Retail market is a result of, (i) increased market and customer penetration, (ii) a strong 2009 flu shot season (i.e., purchases of the Sharps Recovery System™ (formerly Sharps Disposal By Mail Systems®) by retail clinics and pharmacies who use the products to collect, store and properly treat syringes used to administer flu-related shots including H1N1) , (iii) increased purchases of the Sharps Recovery System™ solutions used to support community programs, and (iv) fourth quarter Retail billings in preparation of the 2010 flu shot season. The increase in Professional market billings is due to the impact of the Company’s recently launched outbound sales initiative as well as physician, dental, and veterinary offices becoming aware (through the efforts of the Company and its strong distributor network) of the significant cost advantage and the convenience of the Sharps Recovery System™ over the traditional pick-up services. The decrease in the Health Care market billings is related to the ordering patterns of the larger home health care customers as well as additional distributor incentives designed to drive future growth in this market. The decrease in the Pharmaceutical market billings is due to the variability in timing associated with the Patient Support Programs the Company provides to the drug manufacturers and the discontinuance of a major Patient Support Program. Cost of revenues for the year ended June 30, 2010 of $15.5 million was 39.6% of revenues. Cost of revenues for the year ended June 30, 2009 of $9.8 million was 48.5% of revenues. The higher gross margin for the fiscal year ended June 30, 2010 of 60.4% (versus 51.5% for the prior fiscal year) was a result of (i) the higher revenue (i.e. higher coverage of fixed cost components in cost of goods sold) and (ii) the mix of products and services sold in fiscal year 2010. This was partially offset with a lower gross margin percentage in the third (24.3%) and fourth (29.4%) quarters, which is a result of (i) products and services sold, (ii) higher operations and treatment facility personnel cost, and (iii) increase in the fixed components of cost of sales, namely the operational and treatment facility and infrastructure related cost. Selling, general and administrative (“SG&A”) expenses for the twelve months ended June 30, 2010 of $8.8 million, increased by $2.2 million, or 33.5%, over the SG&A expenses for the twelve months ended June 30, 2009. The increase in SG&A expense is primarily due to higher (i) compensation and benefit expense of $0.6 million primarily due to increased number of employees (increase in year-over-year headcount of 23 of which 15 are focused on sales and marketing-related activities), (ii) payroll tax expense of $0.1 million (primarily related to common stock issued in conjunction with the public offering), (iii) non-cash, stock based compensation expense of $0.5 million (primarily due to the accrued quarterly expense associated with the award of 51,500 shares of restricted stock of Company common stock to non-employee directors as the equity portion of the fiscal year 2010 Board of Director compensation (vesting over fiscal year 2010) and the award of 560,000 additional stock options, in November 2008, July 2009, and June 2010, to employees, including officers), (iv) professional fees of $0.7 million (primarily due to contract sales personnel, patent preparation and filing expenses, legal fees, regulatory consulting, audit and related fees, and NASDAQ listing fees), (v) costs related to increased sales and marketing- related activities of $0.4 million primarily due to increased sales, advertising, and public relations costs (including the launch of the Company’s new Waste Conversion Process), and (vi) computer and systems-related expenses of $0.2 million (primarily due to an increase in locations and software support). The fourth quarter of fiscal year 2009 was negatively impacted a special charge of $0.5 million which represents expenses incurred with the departure of a former officer of the Company. The Company generated operating income of $14.4 million for the year ended June 30, 2010 compared to an operating income of $3.5 million for the year ended June 30, 2009. The operating margin was 36.8% for the year ended June 30, 2010 compared to 17.1% for the year ended June 30, 2009. The increase in operating income and operating margin is a result of the above mentioned increase in revenue and operating leverage inherent in the Company’s business model. The Company generated income before tax of $14.4 million (36.9% of revenue) for the year ended June 30, 2010 versus a pre-tax income of $3.5 million (17.2% of revenue) for the year ended June 30, 2009. The increase in pre-tax income is a result of higher operating income (discussed above). The Company generated net income of $9.4 million for the year ended June 30, 2010 compared to net income of $4.2 million for the year ended June 30, 2009. The increase in net income is a result of higher operating income (discussed above). The year ended June 30, 2009 was positively impacted by the reduction in the deferred tax valuation allowance of $1.8 million and corresponding credit to tax expense booked in December 2008. The Company reported diluted earnings per share of $0.63 for the year ended June 30, 2010 versus diluted earnings per share of $0.30 for the year ended June 30, 2009. The increase in diluted earnings per share is a result of a higher net income (discussed above). The earnings per share for the year ended June 30, 2010 were adversely impacted by the increase in number of shares used in the computation of 955,974 which was a result of (i) the pro-rated impact of the 577,146 shares of Company common stock issued in conjunction with the public offering (see Note 6), (ii) the pro-rated impact of stock options to purchase 972,874 of common shares (July 1, 2009 through June 30, 2010), (iii) the issuance of 84,227 shares of restricted shares and (iv) impact on diluted shares of the higher stock price. 22 23 PROSPECTS FOR THE FUTURE The Company continues to take advantage of the many opportunities in the markets served as communities, consumers, government and health care and commercial organizations become more aware of the need for the proper treatment of medical sharps waste, used healthcare materials and unused dispensed medications. The Centers for Disease Control and Prevention (the “CDC”) and the EPA estimate that there are over three billion used syringes disposed of annually outside of the hospital setting in the United States. The Company estimates that it would require 30 to 50 million Sharps Recovery System™ (formerly Sharps Disposal by Mail System®) products to properly dispose of all such syringes, which would equate to a market opportunity of $1 billion. There are an estimated 800,000 doctors, dentists, veterinarians, clinics, tattoo parlors and other businesses in the country that generate smaller quantities of medical waste, including used syringes. These offices and facilities, which must demonstrate proper management of their medical waste, comprise a market opportunity of approximately $600 million, based on estimates of using our solution offerings rather than the traditional pick-up service in what we characterize as a regulated market. Additionally, an estimated 40% of the four billion dispensed medication prescriptions go unused every year in the United States generating an estimated 200 million pounds of unused medication waste. The Company estimated the market opportunity for the proper recovery and management of the unused medications to be at least $1 billion per year. The Company continues to develop new solution offerings including the Complete Needle™ Collection and Disposal System (designed for the traditional under-served home self-injector), the Sharps Medical Waste Management System™, the TakeAway line of products for unused medications (including TakeAway Environmental Return System™ ), the Medical/Professional TakeAway Recovery System™ and the RX TakeAway Recovery and Reporting System which offers the collection, storage, audit, witnessed treatment and documentation of unused medications such as flu vaccines, Tamiflu, and Relenza. These innovative product and service offerings allow us to gain further sales from existing customers as well as gain new customers who have a need for more comprehensive products. The Company continues to develop solution offerings designed to facilitate the proper and cost effective solutions for management of medical waste, used healthcare materials and unused dispensed medication to better serve our customers and the environment. The Company believes its future growth will be driven by, among other items: (i) the convergence of issues regarding the environment, the cost of health care and changes in our health care delivery system and cost-savings initiatives which influence the decision process of our customers, (ii) the effects of the Company’s extensive multi-layered marketing and awareness efforts and (iii) the Company’s leadership position in the development and sales of products and services designed for the proper and cost effective solutions for management of medical waste, used healthcare materials and unused dispensed. In August 2011, the Company introduced the Complete Needle™ Collection and Disposal System which is focused on the traditional under-served home self-injector required to regularly use needles or syringes for their health and well-being, such as people with diabetes. The Complete Needle™ Collection and Disposal System is actually two offerings in one. First, the product provides the individual self-injector with a reasonably priced containment solution designed to protect self-injectors and their family members. Second, the product includes an optional disposal feature utilizing the USPS designed to protect the individual’s community, solid waste workers and the environment. The solution offers significant convenience as it utilizes the same delivery channel, the retail pharmacy, that the self-injector typically uses to obtain medications, for example, insulin, and needles or syringes. The solution is also designed to enhance the interaction between the pharmacist and the individual thereby creating counseling opportunities and possibly better treatment outcomes. The Sharps®MWMS™, a Medical Waste Management System (“MWMS”), is a comprehensive medical waste and dispensed medication solution which includes an array of products and services necessary to effectively collect, store and treat medical waste and unused dispensed medication outside of the hospital or large health care facility setting. In February 2009, the Company announced a $40 million contract (the “U.S. Government Contract”) award to provide its Sharps®MWMS™ to a major U.S. government agency. The total contract is expected to be executed over a five year period (one year plus four option years). On February 1, 2009, the Company received a purchase order for $28.5 million ($6.0 million of which was recognized in fiscal year 2009, $22.5 million was recognized in the first half of fiscal year 2010). In January 2010, Sharps was awarded the first option year (ending January 31, 2011) valued at approximately $1.6 million and was recognized from February 1, 2010 through January 31, 2011. In January 2011, Sharps was awarded the second option year (ending January 31, 2012) valued at approximately $3.0 million and is to be recognized from February 1, 2011 through January 31, 2012. There is expected to be approximately $3.0 million in revenue in calendar year 2011 for the maintenance component of the contract including $1.5 million in the second half of calendar year 2011. The remaining two option years are expected to be approximately $3.0 million per contract year. Although, the Company believes the amounts above to be reasonable based upon the underlying contract and its current project plan, it makes no assurances regarding the actual recognition of revenue by fiscal year, which could vary significantly from that noted above. The successful launch of this program demonstrates the attractiveness of our integrated, full-service system that enables government agencies and commercial organizations to completely outsource the planning and execution of their emergency preparedness and disaster relief planning as it relates to medical waste handling and rapid response capabilities. In addition to the Sharps®MWMS™, we continue to add similar full-service, patient support programs with major pharmaceutical manufacturers whereby we provide a customized Sharps Recovery System™ (formerly Sharps Disposal by Mail System®) along with fulfillment, inventory management, storage and data services, as well as provide critical patient usage data that assists the manufacturers in assessing drug effectiveness and compliance. In January 2010, the Company announced a pilot program with the United States Department of Veterans Affairs (“VA”). The program was launched within the VA Capitol Health Care Network (“Veterans Integrated Service Network 5” or “VISN 5”), which provided quality health care for eligible veterans in Maryland and portions of Virginia, West Virginia, and Pennsylvania, as well as the District of Columbia. The pilot allowed each of the participating medical centers within the VISN 5 region, both inpatient and outpatient, to provide the Sharps Recovery System™ (formerly known as the Sharps® Disposal By Mail System®) and the TakeAway Environmental Return System™ solutions to their patients. Since its original launch, the pilot program expanded to include eight VISN’s (encompassing twenty-two states plus the District of Columbia). There are a total of twenty-three VISN’s in the VA System. The VISN network is part of the Veterans Health Administration which encompasses the largest integrated health care system in the United States, consisting of 153 medical centers, in addition to numerous community based outpatient clinics, community living centers and Vet Centers. Together these health care facilities provide comprehensive care to over 5.5 million Veterans each year. As of June 30, 2011, the VA pilot program is winding down as the VA evaluates a broad roll-out program that would make our solutions available across all VISN’s. The Company believes the pace of regulation of sharps and unused dispensed medications disposal is gaining momentum at both the state and federal level. In December 2004, the U. S. Environmental Protection Agency (“EPA”) issued its new guidelines for the proper disposal of medical sharps, revising the previous guidance that advised patients to dispose of used syringes in the trash (see http://www.epa.gov/wastes/nonhaz/industrial/medical/med-govt.pdf). Additionally, in July 2006 both the states of California and Massachusetts passed legislation designed to mandate appropriate disposal of sharps waste necessary to protect the general public and workers from potential exposure to contagious diseases and health and safety risks. In April 2011, the U.S. Senate re-introduced a bill (S.725) which, if enacted, would provide for Medicare reimbursement, under part D, for the safe and effective disposal of used needles and syringes. To protect citizens and waste workers from needle stick injuries, eighteen states and the District of Columbia (covering 43% of the U.S. population) restrict or have introduced legislation to restrict discarding used sharps into household trash and twenty-nine states and the District of Columbia (covering 65% of the U.S. population) have enacted or introduced legislation to regulate the disposal of consumer unused medications to reduce pollution of the environment. As state and federal enforcement of these statutes increases, more companies will turn to solutions such as ours to help manage their medical waste and regulatory compliance. The Company believes it is well positioned to benefit given our strict adherence to established standards and extensive documentation and records. The Company’s growth strategies are focused on the Retail, Pharmaceutical, Professional and Government (both Core and U.S. Government contract) markets. The Company also serves the Home Health Care, Assisted Living/Hospitality and Other markets. Excluding the impact of the U.S. Government contract (which had decreased billings due to the expected conversion from the production to the maintenance phase of the contract), customer billings grew 7.5% due to increases in all core markets except for Pharmaceutical, which can be variable based on the timing of programs. Although the Pharmaceutical market did not experience growth in the year ended June 30, 2011, the Company expects growth in the future from two new patient support program awards announced in August 2011 which will launch in the December 2011 quarter and roll out over the following six-to-nine month period. The Company currently has a cash balance of $18.3 million and no debt as of June 30, 2011. Under the Company’s Credit Agreement (“the Credit Agreement”) with Wells Fargo, National Association, the Company had no outstanding borrowings, $106 thousand in letters of credit outstanding, and $4.9 million of credit available. 24 25 LIQUIDITY AND CAPITAL RESOURCES Cash Flow Cash and cash equivalents increased by $0.2 million to $18.3 million at June 30, 2011 from $18.1 million at June 30, 2010. The increase in cash is due to the excess tax benefit of $1.0 million from stock-based award activity, partially offset by capital expenditures and additions to intangible assets of $0.9 million. Accounts receivable increased by $1.0 million to $3.0 million at June 30, 2011 from $2.0 million at June 30, 2010. The increase is due to higher billings in June 2011. Prepaid and other current assets decreased by $2.5 million to $0.9 million at June 30, 2011 from $3.4 million at June 30, 2010. The decrease is primarily due to a $2.7 million federal income tax refund received in April 2011. Property, plant and equipment, net decreased by $0.3 million to $5.3 million at June 30, 2011 from $5.6 million at June 30, 2010. The decrease in property, plant and equipment is related to depreciation expense of $1.0 million partially offset by capital expenditures of $0.7 million. The capital expenditures are attributable primarily to the purchase of, (i) computer equipment, new website project, and custom software programming of $0.3 million, (ii) manufacturing and assembly equipment including molds, dies and printing plates of $0.1 million primarily for new product development, (iii) treatment facility improvement of $0.1 million including a new boiler for the incinerator, (iv) general office improvements for the completion of the recently expanded corporate office of $0.1 million and (v) improvements on generator and circuits of $0.1 million. Accounts payable decreased by $0.2 million to $1.0 million at June 30, 2011 from $1.2 million at June 30, 2010. The decrease is a result of the timing of payments. Accrued liabilities increased by $0.2 million to $1.3 million at June 30, 2011 from $1.1 million at June 30, 2010. The increase is primarily due to the legal settlement of $0.35 million offset by year end payroll accrual reduction of $0.18 million due to timing of pay periods. Stockholders’ equity decreased by $1.0 million to $25.9 million at June 30, 2011 from $26.9 million at June 30, 2010. This decrease is primarily attributable to a net loss for the year ended June 30, 2011 of $3.0 million. The impact was partially offset by, (i) the effect on equity (credit) of non-cash stock based award expense of $0.9 million and (ii) the excess tax benefits from stock-based award activity of $1.0 million. Off -Balance Sheet Arrangements The Company entered into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected in our balance sheets. The Company’s most significant off-balance sheet transactions include commitments associated with non-cancelable operating leases (See Note 8 Commitments and Contingencies). The Company has other off- balance sheet obligations involving letters of credit (See Note 4 Notes Payable and Long-Term Debt). The Company entered into non-cancelable operating leases for certain of our facility, vehicle and equipment needs. These leases allow us to conserve cash by paying a monthly lease rental fee for use of facilities, vehicles and equipment rather than purchasing them. At the end of the lease, we have no further obligation to the lessor. If we decide to cancel or terminate a lease before the end of its term, we would typically owe the lessor the remaining lease payments under the term of the lease. The contractual obligations related to minimum lease payments under non-cancelable operating leases as of June 30, 2011 are as follows (in thousands): Operating lease obligations $ 1,424 1,437 1,436 770 $ 5,067 2012 Twelve Months Ending June 30, 2014 2013 2015 Total Credit Facility The Company’s Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association provides for a two-year, $5.0 million line of credit facility, the proceeds of which may be utilized for: (i) working capital, (ii) capital expenditures, (iii) letters of credit (up to $500,000), (iv) acquisitions (up to $1,000,000) and (v) general corporate purposes. As of June 30, 2011, the Company had no outstanding borrowings, $106 thousand in letters of credit outstanding, and $4.9 million of credit available. Indebtedness under the Credit Agreement is secured by substantially all of the Company’s assets. Borrowings bear interest at either (i) a fluctuating rate per annum equal to LIBOR plus a margin of 250 basis points or (ii) at the Company’s option, a fixed rate for a 30, 60, or 90 day period set at the option date’s LIBOR plus a margin of 250 basis points. Any outstanding revolving loans, and accrued and unpaid interest, will be due and payable on July 15, 2012, the maturity date of the Credit Agreement. The Company pays a fee of 0.2% per annum on the unused amount of the line of credit. We estimate that the interest rate applicable to the borrowings under the Credit Agreement would be approximately 2.7% as of June 30, 2011. The Credit Agreement contains affirmative and negative covenants that, among other things, require the Company to maintain a minimum level of tangible net worth of $21 million and not exceed a ratio of liabilities to tangible net worth of 1.0 to 1.0. As of June 30, 2011, we are in compliance with all financial covenants. The Credit Agreement also contains customary events of default. Upon the occurrence of an event of default that remains uncured after any applicable cure period, the lenders’ commitment to make further loans may terminate and the Company may be required to make immediate repayment of all indebtedness to the lenders. Management believes that the Company’s current cash resources (cash on hand and cash generated from operations) along with its $5.0 million line of credit with Wells Fargo Bank will be sufficient to fund operations for the twelve months ending June 30, 2012. Treatment Facility The Company’s treatment facility in Carthage, Texas includes an incinerator which is currently permitted at a capacity of eleven tons per day. In February 2009, the Company installed an autoclave system and technology capable of treating up to seven tons per day of medical waste at the same facility. Autoclaving is a process that treats medical waste with steam at high temperature and pressure to kill pathogens. The autoclave is a technology that is a cost-effective alternative to traditional incineration. It also supplements the treatment capacity of the Company and is an integral part of the treatment operations as the Company utilizes both incineration and autoclave technology in its day-to-day operations. The autoclave system is not impacted by the EPA amended Clean Air Act (discussed below). With the addition of the autoclave, the Company believes it owns one of only approximately ten permitted commercial treatment facilities in the country capable of treating all types of medical waste. In November 2005 and September 2009, the EPA and the Texas Commission on Environmental Quality promulgated new regulations under the Clean Air Act and associated state statutes which will affect the operations of the incineration facility located in Carthage, Texas. These regulations modify the emission limits and monitoring procedures required to operate an incineration facility. The new rules will necessitate changes to the Company’s owned incinerator and pollution control equipment at the facility or require installation of an alternative treatment method to ensure compliance. These regulations will also require the Company to obtain a Title V permit and conduct additional monitoring. The Company is required to comply with these new standards by the end of 2012. Such changes will require the Company to incur capital expenditures in order to meet the requirements of the regulations. The Company has studied these amended regulations and their options, and decided in the interim to move forward with the process of adding alternative technology, autoclaving, which meets the EPA Clean Air Act requirements, for medical waste disposal which became fully operational in February 2009 at its current facility in Carthage, Texas. Autoclaving is a process that treats regulated waste with steam at high temperature and pressure to kill pathogens. Combining the autoclaving with a shredding or grinder process allows the waste to be disposed in a landfill operation. The Company believes autoclaving is environmentally cleaner and a less costly method of treating medical waste than incineration. Due to its continued growth, the Company anticipates that it will incur additional capital expenditures needed in order to meet the new air emission regulations. The additional capital expenditures are not expected to exceed $1.0 million. The Company expects capital expenditures related to these new regulations to be made by the end of the first half of fiscal year 2013. 26 27 INFLATION The Company does not believe that inflation has had a material effect on the results of operations during the past three years. However, there can be no assurance that the Company’s business will not be affected by inflation in fiscal year 2012 and beyond. CRITICAL ACCOUNTING POLICIES Revenue Recognition: The Company recognizes revenue from product sales when goods are shipped or delivered, and title and risk of loss pass to the customer except for those sales via multiple-deliverable arrangements. Provisions for certain rebates, product returns and discounts to customers are accounted for as reductions in sales in the same period the related sales are recorded. Product discounts granted are based on the terms of arrangements with direct, indirect and other market participants, as well as market conditions, including prices charged by competitors. Rebates are estimated based on contractual terms, historical experience, trend analysis and projected market conditions in the various markets served. The Company recognizes revenue in accordance with guidance on revenue recognition of multiple-element arrangements. On July 1, 2010, the Company adpoted ASU No. 2009-13 which further clarifies guidance on revenue recognition for multiple-deliverable revenue arrangements, changing the way it allocated arrangement consideration to the separate units of accounting. Under this guidance, certain products offered by the Company have revenue producing components that are recognized over multiple delivery points (Sharps Recovery System™ (formerly the Sharps Disposal by Mail Systems®) and various TakeAway Environmental Return System referred to as “Mailbacks” and Sharps® Pump and Asset Return Boxes, referred to as “Pump Returns”) and can consist of up to three separate elements, or units of measure, as follows: (1) the sale of the compliance and container system, (2) return transportation and (3) treatment service. Prior to July 1, 2010, the individual fair value of the transportation and treatment services were determined by the sales price of the service offered by third parties, with the fair value of compliance and container being the residual value. Beginning July 1, 2010, under the relative selling price methodology, an estimated selling price is determined for all deliverables that qualify for separate units of accounting. The actual consideration received in a multiple-deliverable arrangement is then allocated to the units based on their relative sales price. Because an estimated selling price must be set for each unit, the residual method used previously by the Company to allocate consideration to the compliance and container system is no longer allowed. The selling price for the transportation revenue and the treatment revenue, which utilized third party evidence, did not change from the prior method. The Company estimated the selling price of the compliance and container system based on the product and services provided including compliance with local, state and Federal laws, adherence to stringent manufacturing and testing requirements, safety to the patient and the community as well as storage and containment capabilities. Revenue for the sale of the compliance and container is recognized upon delivery to the customer, at which time the customer takes title and assumes risk of ownership. Transportation revenue is recognized when the customer returns the compliance and container system and the container has been received at the Company’s facility. The compliance and container system is mailed or delivered by an alternative logistics provider to the Company’s facility. Treatment revenue is recognized upon the destruction or conversion and proof of receipt and treatment having been performed on the container. Since the transportation element and the treatment elements are undelivered services at the point of initial sale of the compliance and container, transportation and treatment revenue is deferred until the services are performed. The current and long-term portions of deferred revenues are determined through regression analysis and historical trends. Furthermore, through regression analysis of historical data, the Company has determined that a certain percentage of all compliance and container systems sold may not be returned. Accordingly, a portion of the transportation and treatment elements are recognized at the point of sale. The Company has calculated the change in revenue assigned to each of the units of accounting under the relative selling price methodology as compared to using the residual allocation method and determined that the change is not material. The Company has determined that the implementation of ASU No. 2009-13 did not have a material effect on the consolidated financial statements when compared to its previous revenue recognition methodology. Stock-Based Compensation: The Company accounts for stock-based compensation under guidance which establishes accounting for equity instruments exchanged for employee services. Under this guidance, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). Total stock-based compensation expense for the fiscal years ended June 30, 2011, 2010 and 2009, was $871 thousand ($67 thousand included in cost of revenues and $804 thousand included in general and administrative expenses in the Company’ consolidated statement of operations), $980 thousand ($52 thousand included in cost of revenues and $928 thousand included in general and administrative expenses in the Company’s consolidated statement of operations) and $704 thousand (included in general and administrative expenses in the Company’s consolidated statement of operations), respectively. The guidance requires any reduction in taxes payable resulting from tax deductions that exceed the recognized tax benefit associated with compensation expense (excess tax benefits) to be classified as financing cash flows and as an increase to additional paid in capital. The Company included $1.0 million, $1.1 million and $15 thousand of excess tax benefits in its cash flows from financing activities for the fiscal years ended June 30, 2011, 2010 and 2009, respectively. RECENTLY ISSUED ACCOUNTING STANDARDS In July 2010, the FASB issued guidance expanding disclosure requirements related to receivables. The guidance was issued to provide financial statement users with greater transparency about an entity’s allowance for credit losses and the credit quality of its financing receivables. The guidance is for receivables, off-balance sheet credit exposures and foreclosed and repossessed assets. The Company’s summary of significant accounting policies shall now include: (i) basis for accounting for loans, trade receivables, and lease financing (including those classified as held for sale), (ii) method used in determining the lower of cost or fair value of nonmortgage loans held for sale, (iii) classification and method of accounting for interest-only strips, loans and other receivables and (iv) method for recognizing interest income on loan and trade receivables. In addition, the allowance for credit losses, the allowance for doubtful accounts, and as applicable any unearned income, any unamortized premiums and discounts, and any net unamortized deferred fees and costs, shall be disclosed in the financial statements. The Company adopted this guidance, as required for both interim and annual reporting periods, effective December 15, 2010. The adoption of this guidance does not impact the Company’s consolidated results of operations or financial position. The Company has included its Accounts Receivable policy in Note 2 – Summary of Significant Accounting Policies. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company does not have exposure to significant financial market risk including commodity price risk, foreign currency exchange risk or interest rate risk. Management does not use derivative instruments. The Company has limited exposure to changes in interest rates due to its lack of indebtedness. The Company maintains a credit agreement under which we may borrow funds in the future. The Company does not currently forsee any borrowing needs. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements of the Company and the notes thereto, and the related report of the Company’s independent registered public accounting firm thereon are referenced as pages F-1 to F-20 and are included herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 28 29 ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Company maintains "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. The Company conducted an evaluation (the "Evaluation"), under the supervision and with the participation of the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of June 30, 2011 pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on this Evaluation, the CEO and CFO concluded that our Disclosure Controls were effective as of June 30, 2011. Changes in Internal Controls During the quarter ended June 30, 2011, there were no changes in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act), that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting. CEO and CFO Certifications Appearing immediately following the Signatures section of this report are certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this Annual Report on Form 10-K, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information, should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented. The Company’s internal control over financial reporting as of June 30, 2011 has been audited by UHY LLP, an independent registered public accounting firm, as stated in their report which appears herein. ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required by this Item is incorporated herein by reference to the information under the caption “Management” of the Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A with the SEC relating to its Annual Meeting of Stockholders to be held on November 17, 2011. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act, as amended, requires the Company’s executive officers and directors, and persons who beneficially own more than 10% of the Company’s equity securities, to file reports of security ownership and changes in such ownership with the SEC. Officers, directors and greater than 10% beneficial owners also are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company, during the fiscal year ended June 30, 2011, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with. Management's Report on Internal Control over Financial Reporting The Audit Committee The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company's internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States. The internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company’s management assessed the effectiveness of the internal control over financial reporting as of June 30, 2011. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on the assessment, the Company’s management concluded that, as of June 30, 2011, the Company's internal control over financial reporting was effective based on those criteria. The Audit Committee is comprised of certain directors of the Company who are not employees of the Company or any of its subsidiaries. Messrs. Zerrillo (Chairman), Dalton, and Parker are the current members of the Audit Committee. The Audit Committee, among other things, meets with the independent auditors and management representatives, recommends to the Board of Directors appointment of independent auditors, approves the scope of audits, interim reviews and other services to be performed by the independent auditors, approves in advance all permissible non-audit services, considers whether the performance of any professional services by the auditors other than services provided in connection with the audit function could impair the independence of the auditors and reviews the results of audits and interim reviews and the accounting principles applied in financial reporting and financial and operational controls. The independent auditors have unrestricted access to the Audit Committee and vice versa. The Board of Directors The Company’s Board of Directors has determined that Mr. Parker is an independent director who qualifies as an audit committee financial expert, as that term is defined in Item 407(d)(5)(ii) of Regulation S-K. The Company’s Board of Directors adopted a Code of Ethics for all of our directors, officers and employees, as defined in Item 406 under the Securities Act of 1933, as amended. The Company’s Code of Ethics was previously an exhibit to the Annual Report on Form 10-K. Individuals may also request a free copy of the Company’s Code of Ethics from the Company’s investor relations department. Additionally, the Company posted its Code of Ethics on its website (www.sharpsinc.com). The Company intends to disclose any amendments to, or waivers from, the provisions of its Code of Ethics within four business days of the amendment or waiver within Form 8-K. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated herein by reference to the information under the captions “Management” and “Executive Compensation” of the Registrant’s definitive Proxy Statement to be filed pursuant to 30 31 Regulation 14A with the SEC, relating to its Annual Meeting of Stockholders to be held on November 17, 2011. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated herein by reference to the information under the captions “Security Ownership of Management” and “Certain Beneficial Owners” of the Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A with the SEC, relating to its Annual Meeting of Stockholders to be held on November 17, 2011. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated herein by reference to the information under the caption “Certain Relationships and Related Transactions” of the Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A with the SEC, relating to its Annual Meeting of Stockholders to be held on November 17, 2011. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated herein by reference to the Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A with the SEC relating to its Annual Meeting of Stockholders to be held on November 17, 2011. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES PART IV Exhibit Number 2.1 3.1 3.2 3.3 3.4 3.5 3.6 4.1 4.2 10.1 Description of Exhibit Agreement and Plan of Reorganization between U.S. Medical Systems, Inc., Sharps Compliance, Inc. and its Stockholders, dated February 27, 1998 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed March 5, 1998). Bylaws of Company (incorporated by reference from Exhibit 3.4 to Form 10-KSB, dated June 30, 1994). Amended and Restated Certificate of Incorporation of U.S. Medical Systems, Inc. (incorporated by reference from Exhibit 3.5 to the Registrant’s Transition Report on Form 10KSB40 filed on September 29, 1998). Certificate of Elimination of the Series A 10% Voting Convertible Preferred Stock of Sharps Compliance Corp. (incorporated by reference from Exhibit 3.6 to Form 10-KSB, filed September 29, 1998). Bylaws of Sharps Compliance Inc (herein referred to as the Corporation) dated May 23, 1994 (incorporated by reference from Exhibit 3.1 to Form 8-K, filed May 10, 2010). Bylaws of Sharps Compliance Corp (incorporated by reference from Exhibit 3.2 to Form 8-K, filed May 10, 2010). Amended and Restated Bylaws of Sharps Compliance Corp dated May 23, 1994 (incorporated by reference to Exhibit 3.2 to Form 8-K, filed November 19, 2011). Specimen Stock Certificate (incorporated by reference from Exhibit 4.4 to Form-10-KSB, filed September 29, 1998). See Exhibits 3.1, 3.2 and 3.3 for provisions of the Bylaws of the Company, the Articles of Incorporation of the Company and the Certificate of Elimination defining the rights of holders of common shares. Employment Agreement by and between Sharps Compliance Corp. and Dr. Burt Kunik effective January 1, 2003 (incorporated by reference from Exhibit 10.35 to Form 10-QSB, filed February 13, 2003).* 10.2 Executive Employment Agreement by and between Sharps Compliance Corp. and Ronald E. Pierce 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 dated July 14, 2003 (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-KSB, filed September 26, 2003).* Executive Employment Agreement by and between Sharps Compliance Corp. and David P. Tusa dated July 14, 2003 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-KSB, filed September 26, 2003).* Executive Employment Agreement by and between Sharps Compliance Corp. and Michael D. Archer dated July 14, 2003 (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-KSB, filed September 26, 2003).* Exclusive Distributorship Agreement between Pro-Tec Containers, Inc. and Sharps Compliance, Inc., dated April 1, 1998 (incorporated by reference from Exhibit 10.31 to Form 10-KSB, filed September 29, 1998). Purchase Agreement between Ivy Green Corporation and Sharps Compliance, Inc., dated June 19, 1998 (incorporated by reference from Exhibit 10.32 to Form 10-KSB, filed September 29, 1998). Lease Agreement between Lakes Technology Center, Ltd. and Sharps Compliance, Inc., dated August 1, 1998 (incorporated by reference from Exhibit 10.33 to Form 10-KSB, filed September 29, 1998). Severance Agreement between C. Lee Cooke, Jr. and Sharps Compliance Corp. (formerly known as U.S. Medical Systems, Inc.), dated September 2, 1998 (incorporated by reference from Exhibit 10.34 to Form 10-KSB, filed September 29, 1998). Employment Agreement Amendment by and between Sharps Compliance Corp. and David P. Tusa dated June 21, 2004 (incorporated by reference from Exhibit 991 to Form 10-QSB, filed November 12, 2004).* Employment Agreement Amendment by and between Sharps Compliance Corp. and David P. Tusa dated August 19, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed August 24, 2005).* Credit Agreement dated March 27,2006, by and between Sharps Compliance Corp. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed March 28, 2006). Line of Credit Note dated March 27, 2006, by and between Sharps Compliance Corp. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed March 28, 2006). Security Agreement dated March 27, 2006, by and between Sharps Compliance Corp. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed March 28, 2006). Lease Agreement dated as of July 13, 2006, between Sharps Compliance, Inc. and Warehouse Associates Corporate Centre Kirby II, Ltd. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed July 14, 2006). Lease Termination Agreement dated as of July 13, 2006, between Sharps Compliance, Inc., Warehouse Associates Corporate Centre Kirby, Ltd. and Warehouse Associates Corporate Centre Kirby II, Ltd. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed July 14, 2006). Amendment to Credit Agreement dated February 5, 2007, by and between Sharps Compliance Corp. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed February 5, 2007). Note Modification Agreement dated February 5, 2007, by and between Sharps Compliance Corp. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed February 5, 2007). Restricted Stock Award Agreement dated July 2, 2007, by and between Sharps Compliance Corp. and Ramsay Gillman (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed July 2, 2007). Letter Agreement by and between Sharps Compliance Corp. and David C. Mayfield dated April 10, 2007 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8- K, filed April 10, 2007).* 32 33 filed September 7, 2010). 10.39 Sharps Compliance Corp. 2010 Stock Plan dated November 22, 2010 (incorporated by reference to 10.40 10.41 14.10 21.1 23.1 31.1 the Registrant’s Form S-8, filed on November 22, 2010). Employment Agreement by and between Sharps Compliance, Inc. and Ramsey E. Hashem dated December 1, 2010 (incorporated by reference to Exhibit 10.1 and Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed December 1, 2010). Employment Agreement by and between Sharps Compliance, Inc. and Gregory C. Davis dated May 18, 2011 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed May 18, 2011). Sharps Compliance Corp. Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registrant’s Current report on Form 10-KSB, filed September 20, 2004. Subsidiaries of Sharps Compliance Corp. (filed herewith). Consent of UHY LLP (filed herewith). Certification of Chief Executive Officer in accordance with Section 302 of the Sarbanes-Oxley Act (filed herewith). 31.2 Certification of Chief Financial Officer in accordance with Section 302 of the Sarbanes-Oxley Act (filed herewith). 32.1 Certification of Chief Executive Officer in accordance with Section 906 of the Sarbanes-Oxley Act (filed herewith). 32.2 Certification of Chief Financial Officer in accordance with Section 906 of the Sarbanes-Oxley Act (filed herewith). * ** This exhibit is a management contract or a compensatory plan or arrangement. Portions of this exhibit have been omitted pursuant to a request for confidential treatment. 10.20 10.21 Letter Agreement by and between Sharps Compliance Corp. and Claude A. Dance dated December 26, 2007 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8- K, filed December 26, 2007).* Letter Agreement by and between Sharps Compliance Corp. and Al Aladwani dated March 24, 2008 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed March 12, 2008).* 10.22 Form of Restricted Stock Award Agreement dated June 9, 2008 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed June 9, 2008). 10.23 10.24 10.25 10.26 10.27 Employment Agreement by and between Sharps Compliance Corp. and John Grow dated October 27, 2008 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8- K, filed October 31, 2008).* Lease Agreement dated as of January 30, 2009, between Sharps Compliance, Inc. and Investors, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed February 3, 2009). Lease Agreement dated as of January 30, 2009, between Sharps Compliance, Inc. and Park 288 Industrial, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed February 3, 2009). Separation Agreement and Mutual Release of all Claims dated as of April 27, 2009 between Sharps Compliance, Inc. and John Grow (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed May 1, 2009).* Amended Lease Agreement dated as of May 27, 2009, between Sharps Compliance, Inc. and Park 288 Industrial, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed June 2, 2009). 10.28 Sharps Compliance Corp. 1993 Stock Plan, as amended (incorporated by reference from Annex A 10.29 10.30 10.31 10.32 10.33 10.34 10.35 10.36 10.37 10.38 of the Registrant’s Proxy Statement on Schedule 14A, filed October 21, 2008). Second Amendment to Lease Agreement between Sharps Compliance, Inc. and Warehouse Associates Corporate Centre Kirby II, ltd. (incorporate by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed March 9, 2010). Amendment to Credit Facility dated March 10, 2010, by and between Sharps Compliance Inc. and JP Morgan Chase, N.A. (incorporate by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed March 11, 2010). Note Modification Agreement dated March 10,2010, by and between Sharps Compliance Inc. and JP Morgan Chase, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed March 11, 2010). Employment Agreement by and between Sharps Compliance Corp. and David P. Tusa dated June 14, 2010 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed June 14, 2010).* Employment Agreement by and between Sharps Compliance Corp. and Diana P. Diaz dated June 14, 2010 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed June 14, 2010).* Contract No. V797P-DSNS-9005 dated January 29, 2009 by and between the Department of Veterans Affairs and Sharps Compliance Corp. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed June 25, 2010).** Credit Agreement dated July 15, 2010, by and Sharps Compliance, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed July 19, 2010). Line of Credit Note dated July 15, 2010, by and between Sharps Compliance, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed July 19, 2010). Separation Agreement between Sharps Compliance and Dr. Burton J. Kunik dated September 7, 2011 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed September 7, 2010). Consulting Agreement between Sharps Compliance and Dr. Burton J. Kunik dated September 7, 2011 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, 34 35 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS PAGE Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of June 30, 2011 and 2010 Consolidated Statements of Operations for the Years Ended June 30, 2011, 2010 and 2009 Consolidated Statements of Stockholders’ Equity for the Years Ended June 30, 2011, 2010 and 2009 Consolidated Statements of Cash Flows for the Years Ended June 30, 2011, 2010 and 2009 Notes to Consolidated Financial Statements F-2 F-4 F-5 F-6 F-7 F-8 Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES Dated: September 1, 2011 SHARPS COMPLIANCE CORP. By: /s/ DAVID P. TUSA David P. Tusa Chief Executive Officer and President (Principal Executive Officer) 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. Dated: September 1, 2011 Dated: September 1, 2011 Dated: September 1, 2011 Dated: September 1, 2011 Dated: September 1, 2011 Dated: September 1, 2011 By: /s/ DAVID P. TUSA David P. Tusa Chief Executive Officer and President (Principal Executive Officer) By: /s/ DIANA P. DIAZ Diana P. Diaz Vice President Chief Financial Officer (Principal Financial Officer) By: /s/ F. GARDNER PARKER F. Gardner Parker Chairman of the Board Of Directors By: /s/ JOHN W. DALTON John W. Dalton Director By: /s/ PARRIS H. HOLMES, JR. Parris H. Holmes, Jr. Director By: /s/ PHILIP C. ZERRILLO Philip C. Zerrillo Director 36 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Sharps Compliance Corp. We have audited the accompanying consolidated balance sheets of Sharps Compliance Corp. (a Delaware corporation) and subsidiaries (collectively, the “Company”) as of June 30, 2011, and 2010, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three fiscal years in the period ended June 30, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United Sates). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Sharps Compliance Corp. and subsidiaries as of June 30, 2011, and 2010, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended June 30, 2011, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Sharps Compliance Corp. and subsidiaries’ internal control over financial reporting as of June 30, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated September 1, 2011 expressed an unqualified opinion on the effective operation of internal control over financial reporting. /s/ UHY LLP Houston, Texas September 1, 2011 Board of Directors and Stockholders of Sharps Compliance Corp. We have audited Sharps Compliance Corp. (a Delaware corporation) and subsidiaries’ internal control over financial reporting as of June 30, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Part II, Item 9A of this Form 10-K. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United Sates). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Sharps Compliance Corp. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of June 30, 2011, based on criteria established in Internal Control – Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Sharps Compliance Corp and subsidiaries as of June 30, 2011, and 2010, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three fiscal years in the period ended June 30, 2011, and our report dated September 1, 2011 expressed an unqualified opinion on those consolidated financial statements. /s/ UHY LLP Houston, Texas September 1, 2011 F-2 F-3 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and par value amounts) SHARPS COMPLIANCE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per-share data) June 30, 2011 2010 2011 Year Ended June 30, 2010 2009 ASSETS CURRENT ASSETS Cash and cash equivalents………………………………………………………… Accounts receivable, net of allowance for doubtful accounts of $26 and $21, respectively………………………………………………………………… Inventory…………………………………………………………………………… Prepaids and other current assets…………………………………………………… Deferred income taxes……………………………………………………………… TOTAL CURRENT ASSETS…………………………………………………… $ 18,280 3,065 1,770 857 203 24,175 PROPERTY, PLANT AND EQUIPMENT, net…………………………………… 5,350 DEFERRED INCOME TAXES, non-current……………………………………… INTANGIBLE ASSETS, net of accumulated amortization of $227 and $196, respectively………………………………………………………………… 748 325 $ 18,068 2,033 1,738 3,369 83 25,291 5,631 503 207 TOTAL ASSETS…………………………………………………………………… $ 30,598 $ 31,632 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable…………………………………………………………………… Accrued liabilities………………………………………………………………… Deferred revenue…………………………………………………………………… TOTAL CURRENT LIABILITIES……………………………………………… $ 965 1,260 1,724 3,949 LONG-TERM DEFERRED REVENUE…………………………………………… RENT ABATEMENT……………………………………………………………… 401 383 $ 1,220 1,079 1,375 3,674 583 434 REVENUES……………………………………………………………… $ 19,395 COSTS AND EXPENSES Cost of revenues………………………………………………………… Selling, general and administrative…………………………………… Special charge………………………………………………………… Depreciation and amortization………………………………………… TOTAL COSTS AND EXPENSES………………………………… 13,171 9,837 570 353 23,931 OPERATING INCOME (LOSS)……………………………………… (4,536) OTHER INCOME (EXPENSE) Interest income………………………………………………………… Other income (expense) ……………………………………………… TOTAL OTHER INCOME (EXPENSE)…………………………… 55 (10) 45 $ 39,156 $ 20,297 15,502 8,815 - 441 24,758 14,398 37 - 37 9,841 6,604 - 388 16,833 3,464 27 6 33 INCOME (LOSS) BEFORE INCOME TAXES………………………… (4,491) 14,435 3,497 INCOME TAX EXPENSE (BENEFIT) Current………………………………………………………………… Deferred………………………………………………………………… TOTAL INCOME TAX EXPENSE (BENEFIT)…………………… (1,226) (290) (1,516) 3,528 1,551 5,079 121 (821) (700) NET INCOME (LOSS) ………………………………………………… $ (2,975) $ 9,356 $ 4,197 NET INCOME (LOSS) PER COMMON SHARE Basic………………………………………………………………… $ (0.20) $ 0.66 $ 0.33 Diluted………………………………………………………………… $ (0.20) $ 0.63 $ 0.30 WEIGHTED AVERAGE SHARES USED IN COMPUTING NET INCOME (LOSS) PER COMMON SHARE: TOTAL LIABILITIES…………………………………………………………… 4,733 4,691 Basic………………………………………………………………… Diluted………………………………………………………………… 14,944 14,944 14,176 14,952 12,908 13,996 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Common stock, $0.01 par value per share; 20,000,000 shares authorized; 15,053,316 and 14,891,754 shares issued and outstanding, respectively……… Additional paid-in capital………………………………………………………… Retained earnings ………………………………………………………………… TOTAL STOCKHOLDERS' EQUITY…………………………………………… 151 21,602 4,112 25,865 149 19,705 7,087 26,941 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY……………………… $ 30,598 $ 31,632 See accompanying notes to consolidated financial statements See accompanying notes to consolidated financial statements F-4 F-5 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share data) SHARPS COMPLIANCE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Common Stock Shares Amount Additional Paid-in Capital Retained Earnings (Deficit) Total Stockholders' Equity 12,580,183 435,100 $ 126 4 $ 9,225 447 $ (6,466) - $ 2,885 451 - - 242,224 - - 13,257,507 577,146 972,874 - 84,227 - - - 3 - - 133 6 9 - 1 - 1,318 704 (3) 15 - 11,706 4,867 1,064 980 (1) 1,089 - - - - 4,197 (2,269) - - - - - 1,318 704 - 15 4,197 9,570 4,873 1,073 980 - 1,089 - 14,891,754 62,500 $ - 149 1 $ - 19,705 48 $ 9,356 7,087 - $ 9,356 26,941 49 - 99,062 - 1 871 (1) - - 871 - - - 15,053,316 - - 151 $ 979 - 21,602 $ - (2,975) 4,112 $ 979 (2,975) 25,865 $ Balances, June 30, 2008 Exercise of stock options Change in valuation allowance related to tax benefits of stock compensation Stock-based compensation Issuance of restricted stock Excess tax benefit from stock-based award activity Net Income Balances, June 30, 2009 Issuance of Common Stock, net of direct expenses Exercise of stock options Stock-based compensation Issuance of restricted stock Excess tax benefit from stock-based award activity Net Income Balances, June 30, 2010 Exercise of stock options Stock-based compensation Issuance of restricted stock Excess tax benefit from stock-based award activity Net Loss Balances, June 30, 2011 See accompanying notes to consolidated financial statements CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss)…………………………………………………………… Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization……………………………………………… Loss on disposal of fixed assets …………………………………………… Stock-based compensation expense………………………………………… Excess tax benefits from stock-based award activity……………………… Deferred tax expense (benefit)……………………………………………… Changes in operating assets and liabilities: Increase in accounts receivable, net………………………………………… Decrease (increase) in inventory…………………………………………… Decrease (increase) in prepaid and other current assets…………………… Increase in accounts payable and accrued liabilities…………………….. Increase in deferred revenue………………………………………………… NET CASH PROVIDED BY OPERATING ACTIVITIES……………… CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment………………………………… Additions to intangible assets……………………………………………… NET CASH USED IN INVESTING ACTIVITIES……………………… CASH FLOWS FROM FINANCING ACTIVITIES Excess tax benefits from stock-based award activity……………………… Proceeds from stock offering, net of offering costs………………………… Proceeds from exercise of stock options…………………………………… NET CASH PROVIDED BY FINANCING ACTIVITIES………………… NET INCREASE IN CASH AND CASH EQUIVALENTS 2011 Year Ended June 30, 2010 2009 $ (2,975) 1,003 10 871 (979) (290) (1,032) (32) 2,512 780 167 35 (702) (149) (851) 979 - 49 1,028 212 $ 9,356 $ 4,197 796 - 980 (1,089) 1,551 (427) 545 (2,592) 50 112 9,282 (2,954) (87) (3,041) 1,089 4,873 1,073 7,035 13,276 4,792 418 - 704 (15) (821) (392) (1,701) (435) 2,576 266 4,797 (2,461) (45) (2,506) 15 - 451 466 2,757 2,035 $ 18,068 $ 4,792 CASH AND CASH EQUIVALENTS, beginning of year…………………… 18,068 CASH AND CASH EQUIVALENTS, end of year…………………………… $ 18,280 SUPPLEMENTAL CASH FLOW DISCLOSURES: Income taxes paid $ - $ 5,656 $ 11 F-6 F-7 See accompanying notes to consolidated financial statements SHARPS COMPLIANCE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2011, 2010 and 2009 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2011, 2010 and 2009 NOTE 1 - ORGANIZATION AND BACKGROUND NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Organization: The accompanying consolidated financial statements include the financial transactions and accounts of Sharps Compliance Corp. and its wholly owned subsidiaries, Sharps Compliance, Inc. of Texas (dba Sharps Compliance, Inc.), Sharps e-Tools.com, Inc. (“Sharps e-Tools”), Sharps Manufacturing, Inc., Sharps Environmental Services, Inc. (dba Sharps Environmental Services of Texas, Inc.) and Sharps Safety, Inc. (collectively, “Sharps” or the “Company”). All significant intercompany accounts and transactions have been eliminated upon consolidation. Business: Sharps is a leading full-service provider of cost-effective management solutions for medical waste, used healthcare materials and unused dispensed medications. These solutions include Sharps Recovery System™ (formerly Sharps Disposal by Mail System®), TakeAway Recovery System™, Complete Needle™ Collection and Disposal System, TakeAway Environmental Return System™, Rx TakeAway Recovery and Reporting System™, Sharps Recovery System™ Needle Collection and Mailback Disposal, Sharps® MWMS™, Sharps Secure® Needle Collection and Containment System, Pitch-It IV™ Poles, Trip LesSystem®, Sharps® Pump and Asset Return System, IsoWash® Linen Recovery System and Biohazard Spill Clean-Up Kit and Disposal System. Concentration of Customers and Service Providers: There is an inherent concentration of credit risk associated with accounts receivable arising from sales to its major customers. For the fiscal year ended June 30, 2011, two customers represented approximately 33% of revenues. Those same two customers represented approximately 22%, or $660 thousand, of the total accounts receivable balance as of June 30, 2011. For the fiscal year ended June 30, 2010, two customers represented approximately 68% of revenues. Those same two customers represented approximately 27%, or $546 thousand, of the total accounts receivable balance at June 30, 2010. For the fiscal year ended June 30, 2009, four customers represented approximately 48% of revenues. The Company may be adversely affected by its dependence on a limited number of high volume customers. Management believes that the risks are mitigated by, (i) the contractual relationships with key customers, (ii) the high quality and reputation of the Company and its products and (iii) the continued diversification of the Company’s products and services into additional markets outside of its traditional health care customer base. Currently, the majority of Sharps transportation is sourced with the United States Postal Service (“USPS”), which consists of delivering the Sharps® Recovery System™ (formerly Sharps Disposal by Mail System®) from the end user to the Company’s facility. The Company also has an arrangement with United Parcel Service Inc. (“UPS”) whereby UPS transports the Company’s TakeAway Recovery System products from the end user to the Company’s facility. Management believes the risk of dependence on the USPS is mitigated by (i) the arrangement with UPS and (ii) the long-standing business relationship with and the successful performance by USPS. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents: The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company maintains funds in bank accounts that, at times, may exceed the limit insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company also maintains funds in high yield savings accounts, which are FDIC insured up to applicable limits. The risk of loss attributable to these uninsured balances is mitigated by depositing funds only in high credit quality financial institutions. The Company has not experienced any losses in such accounts. Accounts Receivable: Accounts receivable consist primarily of amounts due to the Company from normal business activities. Accounts receivable balances are determined to be delinquent when the amount is past due based on the contractual terms with the customer. The Company maintains an allowance for doubtful accounts to reflect the expected uncollectibility of accounts receivable based on past collection history and specific risks identified among uncollected accounts. Accounts receivable are charged to the allowance for doubtful accounts when the Company determines that the receivable will not be collected and/or when the account has been referred to a third party collection agency. The Company has a history of minimal uncollectible accounts. Inventory: Inventory consists primarily of finished goods and supplies held for sale and are stated at the lower of cost or market using the average cost method. At June 30, 2011, total inventory was $1.8 million of which $980 thousand was finished goods and $790 thousand was raw materials. At June 30, 2010, total inventory was $1.7 million of which $933 thousand was finished goods and $805 thousand was raw materials. Property and Equipment: Property and equipment, including third party software and implementation costs, is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the assets. Additions, improvements and renewals significantly adding to the asset value or extending the life of the asset are capitalized. Ordinary maintenance and repairs, which do not extend the physical or economic life of the property or equipment, are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the results of operations for the period. Computer and software development costs, which include costs of computer software developed or obtained for internal use, all programming, implementation, and costs incurred with developing internal-use software, are capitalized during the development project stage. External direct costs of materials and services consumed in developing or obtaining internal-use computer software are capitalized. The Company expenses costs associated with developing or obtaining internal-use software during the preliminary project stage. Training and maintenance costs associated with system changes or internal-use software are expensed as incurred. Additionally, the costs of data cleansing, reconciliation, balancing of old data to the new system, creation of new/additional data and data conversion costs are expensed as incurred. Intangible Assets: Intangible assets consist of, (i) permit costs related to the Company’s incineration facility in Carthage, Texas, (ii) three patents, two acquired in June 1998 and one in November 2003, and (iii) defense costs related to certain existing patents. The permit costs are being amortized over the estimated life of the incinerator facility. The one patent acquired in November 2003 is being amortized over its estimated useful life of seventeen years. During the fiscal years ended June 30, 2011, 2010 and 2009, the Company recorded amortization expense of $31 thousand, $28 thousand and $26 thousand, respectively. As of June 30, 2011, future amortization of intangible assets is as follows (in thousands): Year Ending June 30, 2012 2013 2014 2015 2016 Thereafter $ 30 16 8 8 8 255 325 $ Stock-Based Compensation: The Company accounts for stock-based compensation under guidance which establishes accounting for equity instruments exchanged for employee services. Under this guidance, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). Total stock-based compensation expense for the fiscal years ended June 30, 2011, 2010 and 2009, was $871 thousand ($67 thousand included in cost of revenues and $804 thousand included in general and administrative expenses in the Company’s F-8 F-9 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2011, 2010 and 2009 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2011, 2010 and 2009 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) consolidated statement of operations), $980 thousand ($52 thousand included in cost of revenues and $928 thousand included in general and administrative expenses in the Company’s consolidated statement of operations) and $704 thousand (included in general and administrative expenses in the Company’s consolidated statement of operations), respectively. The guidance requires any reduction in taxes payable resulting from tax deductions that exceed the recognized tax benefit associated with compensation expense (excess tax benefits) to be classified as financing cash flows and as an increase to additional paid in capital. The Company included approximately $1.0 million, $1.1 million and $15 thousand of excess tax benefits in its cash flows from financing activities for the fiscal years ended June 30, 2011, 2010 and 2009, respectively. The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, the expected volatility of the Company’s stock over the option’s expected term, the risk free interest rate over the option’s expected term, and the Company’s expected annual dividend yield. The risk free interest rate is derived using the U.S. Treasury yield curve in effect at date of grant. Volatility, expected life and dividend yield are based on historical experience and activity. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the Company’s stock options granted during the fiscal year ended June 30, 2011. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards. The fair value of the Company’s stock options was estimated on the grant date using the Black-Scholes option- pricing model with the following assumptions: Weighted average risk-free interest rate Weighted average expected volatility Weighted average expected life (in years) Dividend yield Year Ended June 30, 2010 2009 2011 0.7% 67% 4.40 - 0.9% 68% 3.55 - 2.1% 61% 3.09 - For stock-based awards granted on or after July 1, 2006, the Company considers an estimated forfeiture rate for stock options and RSUs based on historical experience and the anticipated forfeiture rates during the future contract life. Revenue Recognition: The Company recognizes revenue from product sales when goods are shipped or delivered, and title and risk of loss pass to the customer except for those sales via multiple-deliverable arrangements. Provisions for certain rebates, product returns and discounts to customers are accounted for as reductions in sales in the same period the related sales are recorded. Product discounts granted are based on the terms of arrangements with direct, indirect and other market participants, as well as market conditions, including prices charged by competitors. Rebates are estimated based on contractual terms, historical experience, trend analysis and projected market conditions in the various markets served. The Company recognizes revenue in accordance with guidance on revenue recognition of multiple-deliverable revenue arrangements. On July 1, 2010, the Company adopted ASU No. 2009-13 which further clarified guidance on revenue recognition for multiple-deliverable revenue arrangements, changing the way the Company allocates arrangement consideration to the separate units of accounting. Under this guidance, certain products offered by the Company have revenue producing components that are recognized over multiple delivery points (Sharps® Recovery System™ (formerly the Sharps® Disposal by Mail Systems®) and various TakeAway Environmental Return Systems referred to as “Mailbacks” and Sharps® Pump and Asset Return Boxes, referred to as “Pump Returns”) and can consist of up to three separate elements, or units of measure, as follows: (1) the sale of the compliance and container system, (2) return transportation and (3) treatment service. Prior to July 1, 2010, the individual fair value of the transportation and treatment services were determined by the sales price of the service offered by third parties, with the fair value of the compliance and container being the residual value. Beginning July 1, 2010, under the relative selling price methodology, an estimated selling price is determined for all deliverables that qualify for separate units of accounting. The actual consideration received in a multiple-deliverable arrangement is then allocated to the units based on their relative sales price. Because an estimated selling price must be set for each unit, the residual method used previously by the Company to allocate consideration to the compliance and container system is no longer allowed. The selling price for the transportation revenue and the treatment revenue, which utilizes third party evidence, did not change from the prior method. The Company estimates the selling price of the compliance and container system based on the product and services provided including compliance with local, state and Federal laws, adherence to stringent manufacturing and testing requirements, safety to the patient and the community as well as storage and containment capabilities. Revenue for the sale of the compliance and container is recognized upon delivery to the customer, at which time the customer takes title and assumes risk of ownership. Transportation revenue is recognized when the customer returns the compliance and container system and the container has been received at the Company’s facility. The compliance and container system is mailed or delivered by an alternative logistics provider to the Company’s facility. Treatment revenue is recognized upon the destruction or conversion and proof of receipt and treatment having been performed on the container. Since the transportation element and the treatment elements are undelivered services at the point of initial sale of the compliance and container, transportation and treatment revenue is deferred until the services are performed. The current and long-term portions of deferred revenues are determined through regression analysis and historical trends. Furthermore, through regression analysis of historical data, the Company has determined that a certain percentage of all container systems sold may not be returned. Accordingly, a portion of the transportation and treatment elements are recognized at the point of sale. The Company has calculated the change in revenue assigned to each of the units of accounting under the relative selling price methodology as compared to using the residual allocation method and determined that the change is not material. The Company has determined that the implementation of ASU No. 2009-13 did not have a material effect on the consolidated financial statements when compared to its previous revenue recognition methodology. Shipping and Handling Fees and Costs: The Company records amounts billed to customers for shipping and handling as revenue. Costs incurred by the Company for shipping and handling have been classified as cost of revenues. Additional Product Related Costs: The Company records inbound shipping, purchasing and receiving costs, inspection costs, warehousing costs and other product related costs as cost of revenues. Advertising Costs: Advertising costs are charged to expenses when incurred and totaled $510 thousand, $365 thousand and $46 thousand for the fiscal years ended June 30, 2011, 2010 and 2009, respectively. Realization of Long-lived Assets: The Company evaluates the recoverability of property and equipment and intangible or other assets if facts and circumstances indicate that any of those assets might be impaired. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying amount to determine if a write-down to fair value is necessary. No such impairment losses were recognized during 2011, 2010 or 2009. Employee Benefit Plans: In addition to group health related benefits, the Company maintains a 401(k) employee savings plan available to all full-time employees. The Company matches a portion of employee contributions with cash (25% of employee contribution up to 6%). Company contributions to the 401(k) plan were $41 thousand, $31 F-10 F-11 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2011, 2010 and 2009 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2011, 2010 and 2009 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) thousand and $25 thousand for the fiscal years ended June 30, 2011, 2010 and 2009, respectively, and are included in selling, general and administrative expenses. For purposes of the group health benefit plan and beginning February 1, 2011, the Company self insures an amount equal to the excess of the employees’ deductible (ranges from $1,000 for individual up to $3,000 for family coverage) up to the amount by which the third party insurance coverage begins (ranges from $11,000 for individual up to $33,000 for family coverage). Prior to February 1, 2011, the Company self-insured an amount equal to the excess of the employees’ deductible ($1,000 for individual and $2,000 for family coverage) up to the amount by which the third party insurance coverage begins ($5,000 for individual and $10,000 for family). The amount of liability at June 30, 2011 and 2010 was $12 thousand and $2 thousand respectively, and is included in “Accrued Liabilities”. Income Taxes: The liability method is used in accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Net Income Per Share: Earnings per share (“EPS”) data for all years presented has been computed under guidance that requires a presentation of basic and diluted EPS. Basic EPS excludes dilution and is determined by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding during the period adjusted for preferred stock dividends, if any. Diluted EPS reflects the potential dilution that could occur if securities and other contracts to issue common stock were exercised or converted into common stock. Fair Value of Financial Instruments: The Company considers the fair value of all financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, not to be materially different from their carrying values at year-end due to their short-term nature. Segment Reporting: The guidance for disclosures about segments of an enterprise requires that a public business enterprise report financial and descriptive information about its operating segments. Generally, financial information is required to be reported on the basis used internally for evaluating segment performance and resource allocation. The Company operates in a single segment, focusing on developing cost-effective management solutions for medical waste and unused dispensed medications generated outside the hospital and large healthcare facility setting. Use of Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. The Company uses estimates to determine many reported amounts, including but not limited to: allowance for doubtful accounts, recoverability of long-lived assets and intangibles, useful lives used in depreciation and amortization, income taxes and valuation allowances, selling price used in multiple-deliverable arrangements and return rates used to estimate the percentage of container systems sold that will not be returned. Actual results could differ from these estimates. Uncertain Tax Positions: The Company classifies interest and penalties associated with the payment of income taxes in the Other Income (Expense) section of its consolidated statements of operations. At June 30, 2011 and 2010, the Company did not have any uncertain tax positions. Tax return filings which are subject to review by local tax authorities by major jurisdiction are as follows: (cid:120) United States – fiscal years ended June 30, 2008, 2009, 2010 and 2011 (cid:120) State of Texas – fiscal years ended June 30, 2007, 2008, 2009, 2010 and 2011 (cid:120) State of Georgia – fiscal years ended June 30, 2009, 2010 and 2011 The Internal Revenue Service recently conducted its audit of the Company’s U.S. Corporation Income Tax Return for the fiscal year ended June 30, 2009. The audit resulted in no material adjustments. Recent Accounting Pronouncements: In July 2010, the FASB issued guidance expanding disclosure requirements related to receivables. The guidance was issued to provide financial statement users with greater transparency about an entity’s allowance for credit losses and the credit quality of its financing receivables. The guidance is for receivables, off-balance sheet credit exposures and foreclosed and repossessed assets. The Company’s summary of significant accounting policies shall now include: (i) basis for accounting for loans, trade receivables, and lease financing (including those classified as held for sale), (ii) method used in determining the lower of cost or fair value of nonmortgage loans held for sale, (iii) classification and method of accounting for interest-only strips, loans and other receivables and (iv) method for recognizing interest income on loan and trade receivables. In addition, the allowance for credit losses, the allowance for doubtful accounts, and as applicable any unearned income, any unamortized premiums and discounts, and any net unamortized deferred fees and costs, shall be disclosed in the financial statements. The Company adopted this guidance, as required for both interim and annual reporting periods, effective December 15, 2010. The adoption of this guidance does not impact the Company’s consolidated results of operations or financial position. The Company has included its Accounts Receivable policy in Note 2 – Summary of Significant Accounting Policies. Reclassifications: Certain reclassifications have been made in prior period financial statements to conform to current period presentation. These reclassifications have not resulted in any changes to previously reported net income for any periods. NOTE 3 – PROPERTY, PLANT AND EQUIPMENT At June 30, 2011 and 2010, property and equipment consisted of the following (in thousands): Furniture and fixtures Plant and equipment Manufacturing Computers and software Leasehold improvements Land Less: accumulated depreciation Useful Life 3 to 5 years 3 to 17 years 15 years 3 to 5 years 3 to 15 years June 30, 2011 $ 179 4,897 222 1,421 949 19 7,687 2,337 2010 $ 166 4,654 222 1,122 872 19 7,055 1,424 Net property, plant and equipment $ 5,350 $ 5,631 Total depreciation expense in the fiscal years ended June 30, 2011, 2010 and 2009 is $972 thousand, $768 thousand and $392 thousand, respectively. Depreciation expense included in cost of revenues in the fiscal years ended 2011, 2010 and 2009 was $650 thousand, $355 thousand and $31 thousand, respectively. F-12 F-13 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2011, 2010 and 2009 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2011, 2010 and 2009 NOTE 4 - NOTES PAYABLE AND LONG-TERM DEBT NOTE 5 - INCOME TAXES (continued) The Company’s Credit Agreement with Wells Fargo Bank, National Association provides for a two-year, $5.0 million line of credit facility, the proceeds of which may be utilized for: (i) working capital, (ii) capital expenditures, (iii) letters of credit (up to $500,000), (iv) acquisitions (up to $1,000,000) and (v) general corporate purposes. As of June 30, 2011, the Company had no outstanding borrowings, $106 thousand in letters of credit outstanding, and $4.9 million of credit available. Indebtedness under the Credit Agreement is secured by substantially all of the Company’s assets. Borrowings bear interest at either (i) a fluctuating rate per annum equal to LIBOR plus a margin of 250 basis points or (ii) at the Company’s option, a fixed rate for a 30, 60, or 90 day period set at the option date’s LIBOR plus a margin of 250 basis points. Any outstanding revolving loans, and accrued and unpaid interest, will be due and payable on July 15, 2012, the maturity date of the Credit Agreement. The Company pays a fee of 0.2% per annum on the unused amount of the line of credit. The Company estimates that the interest rate applicable to the borrowings under the Credit Agreement would be approximately 2.7% as of June 30, 2011. The Credit Agreement contains affirmative and negative covenants that, among other things, require the Company to maintain a minimum level of tangible net worth of $21 million and not exceed a ratio of liabilities to tangible net worth of 1.0 to 1.0. As of June 30, 2011, the Company is in compliance with all the financial covenants. The Credit Agreement also contains customary events of default. Upon the occurrence of an event of default that remains uncured after any applicable cure period, the lenders’ commitment to make further loans may terminate and the Company may be required to make immediate repayment of all indebtedness to the lenders. The Credit Agreement expires on July 15, 2012. NOTE 5 - INCOME TAXES The components of income tax expense (benefit) are as follows (in thousands): Year ended June 30, 2010 2009 2011 Current Federal State $ (1,161) (65) (1,226) $ 3,206 322 3,528 $ 74 47 121 Deferred Federal State (305) 15 (290) (1,516) $ 1,535 16 1,551 5,079 $ (821) - (821) (700) $ The reconciliation of the statutory income tax rate to the Company’s effective income tax rate for the fiscal years ended June 30, 2011, 2010 and 2009 is as follows: 2011 Year Ended June 30, 2010 2009 Statutory rate…………………………………………………… State income taxes, net…………………………………………… Meals and entertainment………………………………………… Change in valuation allowance………………………………… AMT benefit from stock-based compensation…………………… Section 199 deduction ………………………………………… Return to provision differences………………………………… 34.0% 1.0% (0.4%) 0.0% 0.0% (1.3%) 0.5% 33.8% 35.0% 1.3% 0.2% 0.0% 0.0% (1.0%) (0.3%) 35.2% 35.0% 0.9% 0.6% (51.6%) 0.4% 0.0% (5.3%) (20.0%) (1) (1) Section 199 refers to Internal Revenue Service deduction for Income Attributable to Manufacturing Activities For the fiscal years ended June 30, 2011, 2010 and 2009, state income taxes relate to the Texas Margin Tax and Georgia Income Tax. For the fiscal years ended June 30, 2011, 2010 and 2009, the Company evaluated the need for a valuation allowance on its deferred tax asset balances. Based on that evaluation, the Company determined that it was more likely than not that the Company would realize these deferred tax assets and as such there was no valuation allowance provided. At June 30, 2011 and 2010, significant components of deferred tax assets and liabilities are approximated as follows (in thousands): June 30, 2011 2010 Deferred tax assets relating to: Stock compensation…………………………………………….. AMT and research and development…………………………. Deferred rent……………………………………………………… Inventory ………………………………………………………… Professional fees………………………………………………… Accrued vacation………………………………………………… Accounts receivable allowance…………………………………. Deferred revenue………………………………………………… Net operating loss carryforwards ……………………………… Total deferred tax assets………………………………………. 413 317 132 124 50 21 9 - 556 1,622 263 - 156 - 56 20 7 694 - 1,196 Deferred tax liablities related to depreciation differences…… (671) (610) Net deferred tax assets ………………………………………… $ 951 $ 586 During the year ended June 30, 2011, the net deferred tax asset increased $365,000, primarily due to the generation of net operating loss carryforwards and other tax credits partially offset by the change in accounting method for unearned revenue. During the years ended June 30, 2011 and 2010, the Company utilized $0 and $3.9 million, respectively of net operating loss carryforwards for income tax purposes. In addition, during the years ended June 30, 2011, 2010 and 2009, $1.0 million, $1.1 million, and $0.0 million, respectively, of benefit was recorded to additional paid in capital which related to excess tax deductions for stock compensation accounted for in F-14 F-15 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2011, 2010 and 2009 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2011, 2010 and 2009 NOTE 5 - INCOME TAXES (continued) NOTE 7 - STOCK BASED COMPENSATION (continued) accordance with the FASB’s guidance as it related to stock-based compensation. As of June 30, 2011, 2010 and 2009, options available for grant under the Plans are as follow: At June 30, 2011, the Company had net operating loss and various tax credit carryforwards which expire as follows (dollars in millions): Carryforwards June 30, 2011 Expiration Date Net operating loss Research and development credit Mininum tax credit $ 1.6 0.2 0.1 June 30, 2032 June 30, 2031 Indefinite NOTE 6 - EQUITY TRANSACTIONS During the years ended June 30, 2011, 2010 and 2009, stock options to purchase shares of the Company’s common stock were exercised as follows: Year Ended June 30, 2010 2009 2011 Options Exercised Proceeds (in thousands) Average exercise price per share 62,500 $ 49 $ 0.78 972,874 $ 1,073 $ 1.10 435,100 $ 451 $ 1.04 In the second quarter of fiscal 2010, the Company completed a public offering of 577,146 shares, of which 77,146 were sold to cover the over-allotment option, at a price of $9.165 per share (net of underwriting commission). The net proceeds of $4.8 million from the shares sold by the Company (net of direct offering expenses) was available to be used for general corporate purposes, including expansion of its product offerings, facilities and infrastructure to meet the continued expected growth of the Company. NOTE 7 - STOCK BASED COMPENSATION The Company sponsors the Sharps Compliance Corp. 2010 Stock Plan (the “2010 Plan”) covering employees, consultants and non-employee directors. The 2010 Stock Plan replaced the Sharps Compliance Corp. 1993 Stock Plan (the “1993 Plan”). The 2010 Plan provides for the granting of stock-based compensation (stock options or restricted stock) of up to 1,000,000 shares of the Company’s common stock of which 176,500 shares are outstanding as of June 30, 2011. Options granted generally vest over a period of three years and expire seven years after the date of grant. Restricted stock generally vests over one year. The 1993 Plan, as amended, provided for the granting of stock-based compensation (stock options or restricted stock) of up to 4,000,000 shares of the Company’s common stock of which 711,626 shares are outstanding as of June 30, 2011. Options granted generally vest over a period of three years and expire seven years after the date of grant. Restricted stock generally vested between one to three years. F-16 June 30, 2011 2010 2009 2010 Stock Plan 1993 Stock Plan 754,000 - - 122,673 105,173 536,006 Total 876,673 105,173 536,006 The summary of activity for all stock options during the fiscal years ended June 30, 2011, 2010 and 2009 is presented in the table below (in thousands): Balance, June 30, 2008……………… # Granted…………………………… # Exercised………………………… # Forfeited or canceled……………. # Balance, June 30, 2009……………… # Granted…………………………… # Exercised………………………… # Forfeited or canceled……………. # Balance, June 30, 2010……………… # Granted……………………………. Exercised………………………….. Forfeited or canceled……………. Balance at June 30, 2011……….. # Exercisable at June 30, 2011……… Options Outstanding 1,657 206 (435) (30) 1,398 416 (973) (49) 792 243 (63) (84) 888 504 (1) Excludes 72 thousand shares of Restricted Stock (2) Excludes 30 thousand shares of Restricted Stock (3) Excludes 0 shares of Restricted Stock Weighted Average Exercise Price $ $ $ $ 1.10 2.10 1.04 2.82 $ $ $ $ 1.17 7.12 1.10 5.57 $ $ $ $ 4.21 4.55 0.79 5.46 (1) (2) $ 4.43 (3) $ 3.52 The summary of activity for all restricted stock during the fiscal years ended June 30, 2011, 2010 and 2009 is presented in the table below (in thousands): 2011 Year Ended June 30, 2010 2009 Unvested at beginning of the year Granted Vested Forfeited Unvested at end of the year 30 70 (100) - - F-17 72 52 (84) (10) 30 101 307 (242) (94) 72 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2011, 2010 and 2009 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2011, 2010 and 2009 NOTE 7 - STOCK BASED COMPENSATION (continued) NOTE 8 - COMMITMENTS AND CONTINGENCIES (continued) The weighted average fair value per share of restricted stock granted during the fiscal years ended June 30, 2011, 2010, and 2009 was $4.65, $9.81 and $2.07, respectively. The weighted average fair value per share of restricted stock which vested during the fiscal years ended June 30, 2011, 2010 and 2009 was $4.41, $6.78 and $3.35, respectively. The following table summarizes information about stock options outstanding as of June 30, 2011 (in thousands except per share amount): Options Outstanding Range of Exercise Price Outstanding as of June 30, 2011 $0.00 - $1.99 $2.00 - $3.99 $4.00 - $5.99 $6.00 - $7.99 $8.00- $10.00 152 186 330 1 219 888 Weighted Average Remaining Life (in Years) 1.26 4.02 6.35 5.67 5.89 Weighted Average Exercise Price $ $ $ $ $ $ 0.79 2.36 4.49 6.60 8.60 4.43 The following table summarizes information about stock options outstanding and exercisable as of June 30, 2011 (in thousands except per share amount): leases for warehouses for 5 years and for office space 10 years. Rent expense for the fiscal years ended June 30, 2011, 2010 and 2009 was $1.5 million, $1.2 million and $436 thousand, respectively. Future minimum lease payments under non-cancelable operating leases as of June 30, 2011 are as follows (in thousands): Year Ending June 30, 2012 2013 2014 2015 $ 1,424 1,437 1,436 770 $ 5,067 Other: Under an agreement with a manufacturing company who produces the Pitch-It™ IV Poles, the Company is subject to a minimum annual purchase commitment of $600,000 for each subsequent calendar year succeeding the first thirteen calendar months following the effective date of the agreement December 21, 2007 through February 2012. The Company complied with such purchase commitments through June 30, 2011. The Company is also involved in legal proceedings and litigation in the ordinary course of business. In the opinion of management, the outcome of such matters will not have a material adverse effect on the Company’s consolidated financial position or consolidated results of operations. Options Exercisable NOTE 9 - EARNINGS PER SHARE Range of Exercise Price Exercisable as of June 30, 2011 $0.00 - $1.99 $2.00 - $3.99 $4.00 - $5.99 $6.00 - $7.99 $8.00- $10.00 152 186 51 1 114 504 Weighted Average Remaining Life (in Years) 1.26 4.02 5.96 5.67 6.58 Weighted Average Exercise Price $ $ $ $ $ $ 0.79 2.36 4.46 6.60 8.58 3.52 As of June 30, 2011, there was $608 thousand of stock option and restricted stock compensation expense related to non-vested awards. This expense is expected to be recognized over a weighted average period of 2.0 years NOTE 8 - COMMITMENTS AND CONTINGENCIES Operating Leases: The Company leases 190,489 square feet of space in Houston, Texas and College Park, Georgia. The Company recognizes escalating rental payments that are quantifiable at the inception of the lease on a straight- line basis over the lease term. The leases expire from April 2014 to April 2015 with options to renew the Company’s Earnings per share are measured at two levels: basic per share and diluted per share. Basic per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted per share is computed by dividing net income by the weighted average number of common shares after considering the additional dilution related to common stock options and restricted stock. In computing diluted earnings per share, the outstanding common stock options are considered dilutive using the treasury stock method. Vested restricted shares are included in basic common shares outstanding, and unvested restricted shares are included in the diluted common shares outstanding if the effect is dilutive. F-18 F-19 SHARPS COMPLIANCE CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2011, 2010 and 2009 Exhibit 21.1 Subsidiaries of the Registrant NOTE 9 - EARNINGS PER SHARE (continued) The following information is necessary to calculate earnings per share for the periods presented (in thousands, except per share amount): Name Jurisdiction of Incorporation Sharps Compliance, Inc. of Texas (dba Sharps Compliance, Inc.) Texas Delaware Texas Delaware Delaware Net income (loss), as reported………………………………………… $ (2,975) $ 9,356 $ 4,197 Year Ended June 30, 2011 2010 2009 Sharps e-Tools.com, Inc. Sharps Safety, Inc. Sharps Manufacturing, Inc. Weighted average common shares outstanding……………………… Effect of dilutive stock options……………………………………… Weighted average diluted common shares outstanding……………… 14,944 - 14,944 14,176 776 14,952 12,908 1,088 13,996 Sharps Environmental Services, Inc. (dba Sharps Environmental Services of Texas, Inc.) Net income (loss) per common share Basic………………………………………………………………… Diluted……………………………………………………………… $ $ (0.20) (0.20) $ $ 0.66 0.63 $ $ 0.33 0.30 Employee stock options excluded from computation of diluted income per share amounts because their effect would be anti-dilutive……………………………………………………… 550 241 - NOTE 10 - SELECTED QUARTERLY FINANCIAL DATA (Unaudited) The following tables show quarterly financial information for the years ended June 30, 2011 and June 30, 2010. The Company believes that all necessary adjustments have been included in the amounts below to present fairly the results of such periods. Total revenues Cost of revenues Operating income (loss) Net income (loss) Net income (loss) per share - diluted Weighted average shares-diluted Quarter Ended September 30, 2010 $ $ $ $ $ 5,233 3,421 (1,222) (797) (0.05) 14,907 December 31, 2010 $ $ $ $ $ 4,611 3,385 (1,200) (807) (0.05) 14,920 March 31, 2011 $ $ $ $ $ 4,518 3,109 (1,118) (659) (0.04) 14,948 June 30, 2011 $ 5,033 $ 3,256 $ (996) $ (712) (0.05) $ 15,000 Total revenues Cost of revenues Operating income (loss) Net income (loss) Net income (loss) per share - diluted Weighted average shares-diluted Quarter Ended September 30, 2009 $ $ $ $ $ 15,379 4,488 8,982 5,819 0.40 14,527 December 31, 2009 $ $ $ $ $ 15,985 5,327 8,439 5,617 0.38 14,883 March 31, 2010 $ $ $ $ $ 3,639 2,756 (1,439) (975) (0.07) 14,585 June 30, 2010 $ 4,152 $ 2,930 $ (1,584) $ (1,105) (0.07) $ 14,779 F-20 F-21 Exhibit 23.1 Exhibit 31.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Registration No. 333-155638) of Sharps Compliance Corp. of our report dated September 1, 2011, with respect to the consolidated financial statements of Sharps Compliance Corp. and subsidiaries as of June 30, 2011, and 2010, and for each of the three fiscal years in the period ended June 30, 2011, and to our report dated September 1, 2011 on the effectiveness of Sharps Compliance Corp. and subsidiaries’ internal control over financial reporting as of June 30, 2011, included in this Annual Report on Form 10-K for the year ended June 30, 2011. /s/ UHY LLP Houston, Texas September 1, 2011 CERTIFICATION OF CHIEF EXECUTIVE OFFICER IN ACCORDANCE WITH SECTION 302 OF THE SARBANES-OXLEY ACT I, David P. Tusa, certify that: 1. I have reviewed this annual report on Form 10-K of Sharps Compliance Corp; 2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: September 1, 2011 /s/ DAVID P. TUSA David P. Tusa Chief Executive Officer and President F-22 F-23 Exhibit 31.2 Exhibit 32.1 CERTIFICATION OF CHIEF FINANCIAL OFFICER IN ACCORDANCE WITH SECTION 302 OF THE SARBANES-OXLEY ACT CERTIFICATION OF CHIEF EXECUTIVE OFFICER IN ACCORDANCE WITH SECTION 906 OF THE SARBANES- OXLEY ACT In conjunction with the annual report of Sharps Compliance Corp. (the “Company”) on Form 10-K for the year ended June 30, 2011, as filed with the Securities and Exchange Commission on the date hereof, I, David P. Tusa, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that: (1) The Form 10-K report for the year ended June 30, 2011, filed with the Securities and Exchange Commission on September 1, 2011, fully complies with the requirements of Section 13 (a) or 15(d) of the Securities and Exchange Act of 1934; and (2) The information contained in the Form 10-K report for the year ended June 30, 2011 fairly presents, in all material respects, the financial condition and results of operations of Sharps Compliance Corp. Date: September 1, 2011 By: /s/ DAVID P. TUSA David P. Tusa Chief Executive Officer and President I, Diana P. Diaz, certify that: 1. I have reviewed this annual report on Form 10-K of Sharps Compliance Corp; 2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of , and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: September 1, 2011 /s/ DIANA P. DIAZ Diana P. Diaz Vice President Chief Financial Officer F-24 F-25 Exhibit 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER IN ACCORDANCE WITH SECTION 906 OF THE SARBANES- OXLEY ACT In conjunction with the annual report of Sharps Compliance Corp. (the “Company”) on Form 10-K for the year ended June 30, 2011, as filed with the Securities and Exchange Commission on the date hereof, I, Diana P. Diaz, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that: (1) The Form 10-K report for the year ended June 30, 2011, filed with the Securities and Exchange Commission on September 1, 2011, fully complies with the requirements of Section 13 (a) or 15(d) of the Securities and Exchange Act of 1934; and (2) The information contained in the Form 10-K report for the year ended June 30, 2011 fairly presents, in all material respects, the financial condition and results of operations of Sharps Compliance Corp. Date: September 1, 2011 By: /s/ DIANA P. DIAZ Diana P. Diaz Vice President and Chief Financial Officer F-26 David P. Tusa Chief Executive Offi cer and President Claude A. Dance Senior Vice President, Sales & Marketing Diana P. Diaz, CPA Vice President and Chief Financial Offi cer Gregory C. Davis Vice President of Operations Khairan “Al” Aladwani Vice President, Quality Control / Assurance F. Gardner Parker (3) Chairman of the Board Parker Investments Houston, Texas John W. Dalton (1) (2) (3) (4) Private Investor Houston, Texas Parris H. Holmes (1) Private Investor San Antonio, Texas David P. Tusa Chief Executive Offi cer and President Houston, Texas Philip C. Zerrillo, Ph.D. (2) (3) (4) Full professor (practice) Executive Director of Postgraduate Professional Studies Executive Director of Case Writing Initiatives Singapore Management University (1) Member of the Compensation Committee (2) Member of Corporate Governance Committee (3) Member of the Audit Committee (4) Member of the Corporate Governance Committee Ticker Symbol NASDAQ: SMED Annual Shareholder Meeting November 17, 2011, at 10:00 AM CT J.W. Marriott-Houston Austin Room 5150 Westheimer Road Houston, TX 77056 Transfer Agent For services such as change of address, replacement of lost certifi cates and changes in registered ownership or for inquires to your account, contact: Registrar and Transfer Company 10 Commerce Drive Cranford, NJ 07016 Phone: 800.368.5948 www.rtco.com Investor Relations Investors, stockbrokers, security analysts and others seeking information about the Company should contact: Diana Diaz Vice President and Chief Financial Offi cer Phone: 713.660.3547 ddiaz@sharpsinc.com Deborah Pawlowski Kei Advisors LLC Investor Relations Phone: 716.843.3908 dpawlowski@keiadvisors.com Additionally information is available on our website at: www.sharpsinc.com Materials may be obtained, without charge, by writing to the Company at: Sharps Compliance Corp. Investor Relations 9220 Kirby Drive, Suite 500 Houston, Texas 77054 Independent Public Accountants UHY L.L.P. Houston, Texas 9220 Kirby Drive • Suite 500 Houston, Texas 77054 713-432-0300 www.sharpsinc.com
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