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FORM 10-QSB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES ACT OF
1934
For the quarterly period ended NOVEMBER 30, 2000
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Commission File Number 0-12305
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REPRO-MED SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
NEW YORK 13-3044880
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
24 CARPENTER ROAD, CHESTER, NY 10918
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (845) 469-2042
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 during the
past 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 ( X ) No ( )
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at Nov. 30, 2000
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Common stock, $.01 par value 23,504,000 shares
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REPRO-MED SYSTEMS, INC.
TABLE OF CONTENTS
PAGE
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PART I
ITEM 1.
Financial Statements
Balance Sheets - November 30, 2000 and
February 29, 2000 3
Statements of Income - for the three-months and
nine months ending November 30,2000
and November 30, 1999 4
Statements of Cash Flow -
November 30,2000 and 1999 5
Notes to Financial Statements 6
ITEM 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
PART II
ITEM 1.
Legal Proceedings 10
ITEM 2.
Changes in Securities and Use of Proceeds 10
ITEM 3.
Defaults Upon Senior Securities 10
ITEM 4.
Submission of Matters to a Vote of Security Holders 10
ITEM 5.
Other Information 10
ITEM 6.
Exhibits and Reports on Form 8-K 10
2
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REPRO-MED SYSTEMS, INC.
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BALANCE SHEETS
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<TABLE>
<CAPTION>
ASSETS 11-30-00 2-29-00
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<S> <C> <C>
CURRENT ASSETS
Cash & Cash Equivalents $48,268 $167,085
Accounts Receivable, net 192,529 227,871
Inventory 641,395 555,882
Prepaid Expenses & Other Receivables 48,260 45,517
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TOTAL CURRENT ASSETS 930,453 996,355
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EQUIPMENT & OTHER ASSETS
Total Equipment 1,099,281 1,033,718
Less - Accumulated Depreciation (611,503) (549,912)
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Net Book Value of Equipment 487,778 483,806
Deposits 40,000 40,000
Other Assets 51,360 54,412
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TOTAL EQUIPMENT & OTHER ASSETS 579,137 578,218
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TOTAL ASSETS $1,509,591 $1,574,573
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LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $137,948 $59,363
Accrued Expenses 123,291 184,936
Bank Line of Credit Payable 50,000 0
Current Portion of Leases Payable 11,109 0
Current Portion Capital Gain 22,481 22,481
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TOTAL CURRENT LIABILITIES 344,829 266,780
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OTHER LIABILITIES
Customer Deposits 50,600 245,230
Long-Term Portion of Leases Payable 27,772
Deferred Capital Gain Income 387,795 404,655
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TOTAL LIABILITIES 810,997 916,665
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STOCKHOLDERS' EQUITY
Preferred Stock, 8% Cumulative $.01
Par Value Authorized 2,000,000 Issued &
Outstanding 10,000 Shares 100 100
Common Stock, $.01 Par Value,
Authorized 50,000,000 Shares, Issued &
Outstanding 23,504,000 & 22,904,000
Respectively 235,040 229,040
Additional Paid-in Capital 2,052,631 2,031,631
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Accumulated Deficit (1,447,178) (1,460,863)
Treasury Stock at Cost (142,000) (142,000)
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TOTAL STOCKHOLDERS' EQUITY 698,594 657,908
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $1,509,591 $1,574,573
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</TABLE>
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REPRO-MED SYSTEMS, INC.
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE 3 MONTHS ENDED FOR THE 9 MONTHS ENDED
NOV 30,2000 NOV 30,1999 NOV 30,2000 NOV 30,1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
SALES
Net Sales of Products $435,978 $524,445 $1,529,336 $1,449,384
COST AND EXPENSES
Cost of Goods Sold 229,244 303,920 824,132 900,132
Selling, General & Administrative Expenses 195,333 203,408 588,617 744,718
Research and Development 5,525 25,248 32,700 83,932
Depreciation and Amortization 23,081 22,545 65,911 76,148
------ ------ ------ ------
TOTAL COST AND EXPENSES 453,183 555,121 1,511,361 1,804,930
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INCOME (LOSS) FROM OPERATIONS (17,205) (30,676) 17,975 (355,546)
Non-Operating Income (Expense)
Interest (Expense) (2,451) (9,858) (2,503) (31,083)
Interest & Other Income 1,595 5,021 2,213 10,016
Gain on Sale of Investment 0 221,800 0 221,800
- ------- - -------
(856) 216,963 (290) 200,733
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INCOME (LOSS) BEFORE MINORITY
INTEREST SHARE OF OPERATIONS (18,061) 186,287 17,686 (154,813)
Minority Interest In Loss of Subsidiary 0 0 0 54,542
Extraordinary Item 0 71,480 0 71,480
Income (Loss) Before Income Taxes (18,061) 257,767 17,686 (28,791)
Provision for Income Taxes 0 760 0 2,280
NET INCOME (LOSS) AFTER TAXES (18,061) 257,007 17,686 (31,071)
======== ======= ====== ========
EARNINGS (LOSS) PER COMMON SHARE
Primary ($0.00) $0.01 $0.00 ($0.00)
Fully Diluted ($0.00) $0.01 $0.00 ($0.00)
</TABLE>
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REPRO-MED SYSTEMS, INC.
STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED
<TABLE>
<CAPTION>
NOV 30,2000 NOV 30,1999
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<S> <C> <C>
OPERATING ACTIVITIES $17,686 ($31,071)
ADJUSTMENTS TO RECONCILE NET INCOME
(LOSS) TO NET CASH PROVIDED BY OPERATING
ACTIVITIES
Depreciation and Amortization 65,911 76,148
Income (Loss) of Minority Interests 0 (54,542)
Deferred Gross Profit - Building Lease (16,860) (16,860)
Gain on Sale of Investment 0 (221,800)
Gain on Forgiveness of Debt 0 (71,480)
Changes In Assets and Liabilities
Accounts Receivable 35,342 (157,708)
Inventory (85,513) 79,816
Prepaid Expenses and Other Receivables (2,743) 34,124
Accounts Payable 78,585 69,611
Leases Payable 38,881 0
Short Term Investments 0 81,352
Other Liabilities (256,274) 228,200
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NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (124,986) 15,810
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INVESTING ACTIVITIES
Proceeds from Sale of Investment 0 263,579
Cost of Investment 0 (41,779)
Minority Interest 0 (234,340)
Purchase of Property and Equipment (69,883) (48,828)
Other Assets 3,052 6,837
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(66,831) (54,531)
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NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES
FINANCING ACTIVITIES
Repayment of Term Loan 0 (458,398)
Proceeds from Credit Line 50,000 0
Decrease in Warrants 0 (40)
Issuance of Common Stock 27,000 0
Preferred Stock Dividend (4,000) (4,000)
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NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 73,000 (462,438)
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NET (DECREASE) IN CASH AND
CASH EQUIVALENTS (118,817) (501,159)
Cash and Cash Equivalents, beginning of period 167,085 683,321
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Cash and Cash Equivalents, end of period $48,268 $182,162
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SUPPLEMENTAL DISCLOSURES
CASH PAYMENTS FOR
Interest 2,503 29,766
Income Taxes 801 0
</TABLE>
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REPRO-MED SYSTEMS, INC.
NOTES TO THE FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. It is suggested that
these financial statements be read in conjunction with the financial statements
and the notes thereto included in the Company's latest annual report on Form
10-KSB dated February 29, 2000.
PART I ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This Quarterly Report on Form 10-QSB contains certain "forward-looking"
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995) and information relating to Repro-Med Systems, Inc. that are based
on the beliefs of the management of Repro-Med Systems, Inc. as well as
assumptions made by and information currently available to the management of
Repro-Med Systems, Inc. The Company's actual results may vary materially from
the forward-looking statements made in this report due to important factors such
as: recent operating losses, uncertainties associated with future operating
results; unpredictability related to Food and Drug Administration regulations,
introduction of competitive products, limited liquidity; reimbursement related
risks; government regulation of the home health care industry; success of the
research and development effort, market acceptance of FREEDOM60, availability of
sufficient capital to continue operations and dependence on key personnel. When
used in this report, the words "estimate," "project," "believe," "anticipate,"
"intend," "expect" and similar expressions are intended to identify
forward-looking statements. Such statements reflect the current views of
Repro-Med Systems, Inc. with respect to future events based on currently
available information and are subject to risks and uncertainties that could
cause actual results to differ materially from those contemplated in such
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof.
Repro-Med does not undertake any obligation to release publicly any revision to
these forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
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THREE MONTHS ENDED NOVEMBER 30, 2000 VS. 1999
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Sales decreased 17% from $524,445 (1999) to $435,978 (2000) for the
quarter ended November 30 primarily due to a sales promotion which occurred
during the previous quarter 2000, a back order situation created by an outside
company that provides sterilization to us creating unanticipated delays in
shipments, a decrease in a low margin product line which we acquired for resale
and which we are discontinuing, and two of our significant customers delayed
purchases until the next quarter.
Cost of goods decreased 25% as a result of the sales decrease.
Selling, general and administrative expense experienced a minor
decrease of 4% for the three months period versus 1999.
Research and development expenses decreased 78% period to period
reflecting payroll reductions made in the second quarter of fiscal 2000 and the
deferral in the development of our new products.
There was no material change in depreciation and amortization expense
during this period.
Interest expense was reduced 75% as the result of a full payoff of all
bank indebtedness in October 1999.
On August 3, 2000, we signed a national distribution agreement with
Medical Specialties, a large national distributor for the Freedom60 Syringe
Infusion System. Medical Specialties has experienced a change in their sales
management and has not pursued marketing our products. Management is negotiating
a revised agreement, which will modify the current arrangement towards that of a
standard distributor agreement.
On August 28, 2000, we were notified of an Indefinite Delivery,
Indefinite Quantity (IDIQ) Contract #RFP-797-FDF3-00-0089 awarded on August 25,
2000 by the AFMLO/VA Services Division. This material contract covers three of
the Company's patented products, Res-Q-Vac Manual Suction System, Freedom60
Syringe Infusion System and Masterson Endometrial Biopsy System which are now
available to all government agencies. We continue in the process of contacting
the various branches of the government that have continued to express interest
in these products.
On September 29, 2000, we were notified that the U. S. Defense
Logistics Information Service in Battle Creek, MI had assigned National Stock
Numbers to our Freedom60 and Res-Q-Vac products and accessories. This now
facilitates orders from any U. S. military agency to be able to acquire our
products from a national military catalog listing.
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NINE MONTHS ENDED NOVEMBER 30, 2000 VS. 1999
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Sales increased 6% year-to-date November 2000 versus 1999 primarily
because of increases in Res-Q-Vac sales and assembly of a product booked against
a customer deposit under an OEM contract.
Cost of goods sold was reduced from 62% in 1999 to 53% in 2000. The
higher margins reflect the improved efficiencies in production and purchasing.
Selling, general and administrative expenses were 21% lower for the
comparable period as a result of management's continued emphasis on expense and
payroll reductions, which began, in the third quarter of 1999. Research and
Development expenses were 61% lower for the same reasons as well as a deferral
of certain research and development projects due to cash restraints.
Income from operations increased from a loss of $355,546 in 1999 to a
profit of $17,975 in 2000, as a result of both higher sales and profit margins,
and lower expenses.
LIQUIDITY AND CAPITAL RESOURCES
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During June 2000, we negotiated a $200,000 line of credit with Premier
Bank that is guaranteed by the President and one of the directors. The line of
credit is intended for material purchases for new orders. As of November 30,
2000, $50,000 has been advanced on the line of credit.
During July 2000, we entered into a capital lease agreement with
Plasticweld for a catheter machine and tooling. The lease payments are $1,232
per month for 48 months. The value of the equipment is $44,435.
For the nine months ended 11/30/00, we have operated at neutral cash
flow and have sufficient capital for our ongoing needs based on the anticipated
continued sales growth and maintaining careful control of expenses. We have
demonstrated our ability to control costs and believe we would be able to offset
any unanticipated decreases in revenues with additional reductions in overhead,
materials, and labor. The funds available on November 30, 2000 are expected to
meet cash requirements as planned under current operating conditions at least
for the next 12 months.
SUBSEQUENT EVENTS
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On November 5th, 2000, the Health Care Financing Administration (HCFA)
had advised us that after the ninety day review process of our application, the
SADMERC and the four Durable Medical Equipment Regional Carriers DMERCs)
completed the HCPCS coding re-review and advised us that the
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correct billing code for the Res-Q-Vac was E1399, a durable equipment
miscellaneous reimbursement code. Subsequently, three weeks later HCFA advised
us that it was rescinding the previous correspondence because we didn't prove
the use of Res-Q-Vac in a home setting. We are collecting home care user
testimonials and actively pursuing other actions to have our product become
reimbursable by HCFA.
During the month of November, a consultant to the company improperly
forged checks to himself totaling approximately $6600. Our bank has decided not
to reimburse us for these forgeries. Although we are continuing to attempt to
recover the funds, we have taken it as a charge in the third quarter. We have
reported the theft to the State Police and are considering legal action against
the bank for honoring these checks.
On January 3, we hired a Vice President of Sales and Marketing, Robert
Leichtman. Mr. Leichtman is an experienced salesman, trained by Johnson and
Johnson, has military background, and has spent the last 15 years in home care.
On January 9, Mr. Leichtman signed a Sales Representation Agreement with Martin
Porter who represents 37 product representatives experienced in home care and
hospital sales. He has also introduced our products to Russia and the colonies
of the former Soviet Union.
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PART II - OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
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We have been advised by an attorney for a large competitor that his
client has commenced an action against us seeking declaratory relief and
claiming unfair competition against us. Although the complaint has not yet been
served upon us, we believe the complaint is a defensive measure brought by the
competitor who we previously had advised was engaging in unfair competition
against us by selling a product which copies one of our products.
The Company is neither a party to any other material litigation, nor to
the knowledge of the officers and directors of the Company, is there any other
material litigation threatened against the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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No matters were submitted to a vote of security holders of the Company
during the quarter ended November 30,2000.
ITEM 5. OTHER INFORMATION
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None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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None
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934 the Registrant has duly caused this report to be signed on its
behalf by the undersigned; thereunto duly authorized.
REPRO-MED SYSTEMS, INC.
/s/ Andrew I. Sealfon January 18, 2001
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Andrew I. Sealfon, President, Treasurer,
Chairman of the Board, Director, and
Chief Executive Officer
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