<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One) FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended JULY 31, 1995.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to ___________ .
Commission File Number 0-5958
SURVIVAL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-0898764
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2275 RESEARCH BOULEVARD, ROCKVILLE, MARYLAND 20850
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 301-926-1800
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.10
PAR VALUE
_______________________________________________________________________________
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 X NO ____
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 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. [ ]
As of September 30, 1995, the aggregate market value of voting stock held by
non-affiliates of the Registrant, based on the average of the high and low
sales prices of such stock reported by the National Association of Securities
Dealers, Inc. on such date, was approximately $11,038,300.
There were 3,086,538 shares of the Registrant's common stock outstanding as
of September 30, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Survival Technology, Inc. definitive Proxy Statement for the
Annual Meeting of Shareholders for the fiscal year ended July 31, 1995 are
incorporated by reference into Part III of this Form 10-K.
(End of cover page)
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2
TABLE OF CONTENTS
PART I
Page
Item 1. BUSINESS
General. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Products and Services. . . . . . . . . . . . . . . . . . . 5
Automatic Injectors . . . . . . . . . . . . . . . . . . 6
Commercial Products . . . . . . . . . . . . . . . . . 6
Military Products. . . . . . . . . . . . . . . . . . . 7
Contract Filling and Packaging . . . . . . . . . . . . . 9
CytoGuard. . . . . . . . . . . . . . . . . . . . . . . . 9
Services . . . . . . . . . . . . . . . . . . . . . . . . 10
Competition. . . . . . . . . . . . . . . . . . . . . . . . 10
Backlog and Renegotiation. . . . . . . . . . . . . . . . . 11
Patents, Trademarks, and Licenses. . . . . . . . . . . . . 11
Research and Development . . . . . . . . . . . . . . . . . 12
Product Liability Insurance. . . . . . . . . . . . . . . . 13
Government Regulation . . . . . . . . . . . . . . . . . . 13
Employees. . . . . . . . . . . . . . . . . . . . . . . . . 15
Item 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . 15
Item 3. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . 16
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . 16
EXECUTIVE OFFICERS OF THE REGISTRANT
(Unnumbered Item) . . . . . . . . . . . . . . . . . . . . 16
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3
TABLE OF CONTENTS
PART II
Page
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . 17
Item 6. SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . 18
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . 19
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . 46
PART III
Items 10
through 13.
(Incorporated by reference to the definitive
Proxy Statement for the Annual Meeting of
Shareholders for the fiscal year ended
July 31, 1995, which will be filed with the
Securities and Exchange Commission not later
than 120 days after the end of that fiscal
year). . . . . . . . . . . . . . . . . . . . . . . . . . . 46
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . . . 46
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
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4
PART I
ITEM 1. BUSINESS
GENERAL
Survival Technology, Inc. (hereinafter referred to as the "Company" or "STI")
is a technology-based health care company that designs, develops and produces
a broad range of automatic injectors ("auto-injectors"), prefilled syringes
and other innovative health care devices, with a major focus on safe and
convenient participation by the patient in injection therapy. The Company
also supplies customized drug delivery system design, pharmaceutical research
and development and GMP-approved sterile product manufacturing to
pharmaceutical and biotechnology companies. The Company's products and
services are designed to improve the medical and economic value of drug
therapy.
The Company pioneered the development of auto-injectors for the
self-administration of injectable drugs. An auto-injector is a
spring-loaded, prefilled, pen-like device that allows a patient to
automatically inject a precise drug dosage quickly, safely, reliably and
without seeing the needle. One early application of auto-injectors has been
the immediate self-injection of nerve gas antidotes by military personnel
under battlefield conditions. STI is and intends to remain a key supplier of
nerve gas antidotes to the U.S. and allied military forces. Auto-injectors
also can be used effectively for emergency administration of drugs or to
facilitate the easy administration of injectable drugs in any setting. The
Company believes that auto-injectors help to reduce the fear of injection,
simplify the injection procedure, ensure complete dose delivery, increase
patient compliance and allow for cost-effective home health care treatment.
The Company currently has three commercial applications for its
auto-injectors. One is an auto-injector for the self-injection of
epinephrine to treat severe allergic reactions due to bee stings, insect
bites, foods and other allergies. The second is an auto-injector for the
self-injection of lidocaine to treat cardiac arrhythmias. The third
application is a morphine-filled auto-injector for use in home health care
pain management. The Company currently is developing several new
auto-injectors (See "Research and Development") including some that will
accommodate additional categories of drugs, while others will make
auto-injectors more convenient and less expensive. The Company, together
with pharmaceutical and biotechnology companies, currently is exploring
additional applications for auto-injectors.
The Company also offers ready-to-use prefilled syringes and vials, including
its proprietary Cartrix-TM- syringe system. STI invented and manufactures
the CytoGuard-Registered Trademark-Aerosol Protection Device, a vial
attachment used to protect medical professionals from inadvertent exposure to
potentially dangerous drugs during reconstitution, particularly
chemotherapeutics.
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5
The following table sets forth the proportion of the Company's total revenues
contributed by each of its classes of products and services for the last five
fiscal years.
<TABLE>
<CAPTION>
Year Ended July 31
__________________
Product/Service Class: 1995 1994 1993 1992 1991
______________________ _____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C>
Automatic Injectors:
Commercial Products 39% 33% 19% 16% 7%
Military Products 41 29 43 15 54
Contract Filling and Packaging 5 6 16 57 27
CytoGuard 6 12 12 9 7
R&D Services 9 12 6 1 1
Divested Operations (1) 8 4 2 4
_____ _____ _____ _____ _____
100% 100% 100% 100% 100%
_____ _____ _____ _____ _____
Total revenue in millions(2) $25.5 $24.9 $30.1 $40.9 $46.7
_____ _____ _____ _____ _____
_____ _____ _____ _____ _____
</TABLE>
(1) The Company's Medical Device Division was sold July 31, 1994 (See Note 4
in Notes to Consolidated Financial Statements) and its Outpatient Cardiac
Care Division was sold in fiscal 1991.
(2) The Company has no significant foreign operations and operates in one
industry segment. Reference is made to the three-year consolidated
statements of income and Note 12 in Notes to Consolidated Financial
Statements included herein pursuant to Part II of this Form 10-K for
information concerning the Company's export sales and major customers.
The Company was incorporated in 1969 under the laws of Delaware.
PRODUCTS AND SERVICES
The Company's principal activities include: the development and production of
automatic injector products including applications of injector technology for
commercial use (emergency and non-emergency situations) where intramuscular
or subcutaneous injection is the preferred method of drug delivery and for
military use in the defense against chemical warfare; and complete sterile
parenteral contract filling and packaging services for a broad range of
sterile injectable dosage forms: vials, dental cartridges and pre-filled,
ready-to-use syringes. The Company also supplies delivery system design and
pharmaceutical research and development to major pharmaceutical and
biotechnology companies.
The Company purchases, in the ordinary course of business, necessary raw
materials and supplies essential to the Company's operations from numerous
suppliers in the U.S. and overseas. There have been no availability problems
or significant supply shortages. The Company procures inventory principally
when supported by customer purchase orders and does not provide extended
payment terms to any customer.
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6
AUTOMATIC INJECTORS
STI pioneered the use of auto-injectors beginning in the late 1950's when a
predecessor of the Company invented the auto-injector for military use. The
Company's auto-injectors are disposable, prefilled automatic syringes with
which a medically untrained person can quickly inject himself or another
person with a drug. To date, auto-injectors have been used in
life-threatening situations. However, the Company believes that their use
can be extended from such situations to the self-administered treatment of
both acute and chronic conditions in any setting.
COMMERCIAL PRODUCTS. Currently, the Company's principal commercial
auto-injectors are the EpiPen-Registered Trademark- auto-injector and the
EpiPen Jr.-Registered Trademark- auto-injector, a pediatric/adolescent
version of the EpiPen. The EpiPen and EpiPen, Jr. are prescribed to patients
at risk of anaphylaxis resulting from severe allergic reactions to bee
stings, insect bites, foods, drugs and other substances as well as
exercise-induced anaphylaxis. These auto-injectors permit the immediate
self-injection of epinephrine, the drug of choice for emergency treatment of
such conditions.
The Company is the leading manufacturer of automatic injectors used for
emergency self-administration of epinephrine. These products compete with
other available products for self-administration of epinephrine which are
non-automatic. Since their introduction in 1980, the Company has
manufactured and delivered 4.3 million EpiPens and EpiPen, Jr's. The EpiPen
has a 27-month expiration date while the EpiPen, Jr. has a 20-month
expiration date and should be replaced after that time.
The EpiPen has historically been a seasonal product (spring/summer) used
predominately for the treatment of severe allergic reactions from bee stings
and insect bites. The Company markets the EpiPen and EpiPen, Jr. through
Center Laboratories, Inc. ("Center"), a subsidiary of E. Merck. The
Company's exclusive marketing contract with Center extends until the year
2000 so long as certain minimum quantity requirements are met. Center has
advised the Company that it is presently evaluating potential co-marketers to
expand the promotion of the EpiPen in the U.S. for food allergy indications
with a view to increase sales and to reduce the seasonality of this product.
During fiscal 1995, Center signed a co-marketing agreement with ALK, Inc., a
Danish Company, for international markets representing 13 countries abroad.
Sales of EpiPen and EpiPen, Jr. accounted for $9.8 million (38%), $8.3
million (33%) and $5.4 million (18%) of the Company's total revenues in
fiscal 1995, 1994 and 1993, respectively.
In August 1995, STI received approval from the Food and Drug Administration
("FDA") for its new generation EpiPen, the EpiE-ZPen-TM-, which is the first in
a series of new commercial auto-injector products now in development at STI.
The EpiE-ZPen has a more streamlined design to better serve the consumer
market with additional safety features and product quality enhancements.
This new product, features a locking twist-top safety cap and push button
activation. The Company plans to introduce this new product through Center
during the second quarter of fiscal 1996 while continuing to sell the EpiPen.
The EpiE-ZPen will be positioned to expand its use in U.S. and international
markets for food allergy indications.
<PAGE>
7
The Company also produces the LidoPen-Registered Trademark- auto-injector
which is the same delivery system as the EpiPen, except that it is prefilled
with lidocaine hydrochloride for self-injection by persons experiencing a
serious cardiac event. The LidoPen is sold primarily in connection with the
sale of the CardioBeeper-Registered Trademark- ECG transmitter previously
sold by the Company. These sales have not been a significant source of
revenue. STI will continue to supply the LidoPen auto-injector to Brunswick
Biomedical Corporation under the terms of the Asset Purchase Agreement dated
July 31, 1994. See Note 4 in Notes to Consolidated Financial Statements.
The Company entered into an agreement on July 23, 1993 to license and supply
its morphine-filled auto-injector to Lotus Biochemical Corporation ("Lotus")
for use in home health care pain management. STI will produce and supply
this prescription product to Lotus for marketing to oncologists, pain
specialists and other physicians with appropriate patients in home health
care. STI's supplemental New Drug Application ("NDA") for the product's
labeling is pending FDA approval. The exclusive U.S. licensing and supply
agreement with Lotus is ten years (from date of agreement) with two five-year
renewal options, and includes minimum purchase requirements.
On August 31, 1994, STI entered into a licensing agreement and long-term
supply arrangement with Mylan Laboratories ("Mylan") for the development and
production of a non-narcotic prescription drug for the management of pain, in
a broad range of sterile injectable dosage forms including a vial, pre-filled
syringe and an auto-injector. Under the terms of this agreement, STI will
develop, license and produce the new product, which will be marketed by Mylan
to family physicians, neurologists, pain specialists, hospitals, and health
maintenance organizations. The introduction of this product is expected in
fiscal 1998 pending FDA approval.
The Company is currently working with other pharmaceutical companies under
development contracts to identify other drugs presently in sterile injectable
dosage forms suitable for administration using STI's proprietary
auto-injector delivery system.
MILITARY PRODUCTS. The Company's military contracts are for two types of
auto-injectors developed by the Company. One type, the AtroPen, is capable
of holding up to 0.8cc of a drug. The other type, the ComboPen, is capable
of holding up to 3.0cc of a drug. The Company has developed and supplied the
AtroPen and ComboPen to the U.S. Army combined (by a clip-like device) in one
package known as the Mark I Antidote Kit ("Mark I"). The Company's military
auto-injectors are intended to be used by military personnel under combat
conditions for the self-administration of antidotes against the effects of
chemical warfare. The United States and several allied foreign governments
maintain stockpiles based upon the shelf-life of the antidotes (generally
five years).
To date, all DoD procurements of AtroPens, ComboPens, and Mark I's have been
restricted to sources qualified as Planned Industrial Producers for these
items. The Company is currently the only DoD Planned Industrial Producer for
the AtroPen, ComboPen and Mark I.
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8
Sales of military auto-injector products were $10.5 million (41% of
consolidated revenue) in fiscal 1995, of which $7.4 million related primarily
to the industrial base maintenance contract (discussed below) with the U.S.
Department of Defense ("DoD") with the balance derived from sales of
auto-injectors to various allied foreign governments. This represents a 48%
increase over the $7.1 million (29% of consolidated revenue) generated from
sales of military auto-injectors in fiscal 1994, of which $5.7 million was
derived from DoD contracts.
During the first quarter of fiscal 1996, STI's industrial base maintenance
contract with the DoD was renewed through September 30, 1996 with two
one-year renewal options through September 30, 1998. This contract calls for
the retention of key personnel and facilities to assure expertise for
manufacturing auto-injectors containing nerve gas antidotes, the storage of
serviceable material from expired auto-injectors, the management of DoD's
shelf-life extension program and new product orders. A surge capability
provision allows for the coverage of defense mobilization requirements in the
event of rapid military deployment. In addition, the contract has been
expanded to include the pre-stocking of critical components at STI's St.
Louis manufacturing facility to enhance readiness and mobilization
capability. This contract is part of a newly designed program by the DoD to
assure adequate supplies of critical items in the event of war.
Revenue from the base maintenance contract was $7.4 million, $5.7 million and
$4 million in fiscal 1995, 1994 and 1993, respectively. This contract in
fiscal 1996, along with anticipated production of auto-injectors, is expected
to exceed fiscal 1995 revenues. In addition to the services already provided
under this contract, the Company has also undertaken actions necessary to
become a qualified manufacturer of the Diazepam auto-injector for the DoD.
During the fourth quarter of fiscal 1995, the Company completed its
development of the Diazepam auto-injector with the submission of a
supplemental NDA by the DoD to the FDA This supplemental NDA is currently
under review by the FDA who commenced their pre-approval inspection of STI's
manufacturing facility during the first quarter of fiscal 1996. Approval is
expected in fiscal 1996 with initial deliveries of Diazepam auto-injectors to
begin immediately following FDA approval.
The U.S. Government is currently investigating new automatic injection
delivery systems, as well as new drugs and antidotes, to be placed in new or
existing automatic injectors. During the current year, the Company completed
the initial phase of its contract with the U.S. Army to develop a single,
multi-chamber automatic injector. In August 1995, STI submitted several
proposals in response to the Army's request to evaluate and consider
producing an alternative version of this product. The Company's
recommendations for proceeding with the development of alternative designs of
this auto-injector are currently under review by the Army. A final decision
from the Army on STI's proposal is expected during the second quarter of
fiscal 1996. If developed, the earliest practical date for fielding this new
injector would be fiscal 1998. Procurement and deployment of such a
multi-chamber auto-injector would likely replace the Mark I and reduce the
current domestic market for AtroPen and ComboPen auto-injectors over time.
<PAGE>
9
Sales of STI's auto-injectors containing nerve gas antidotes to allied
foreign governments increased $1.6 million from $1.4 million in fiscal 1994
to $3 million in fiscal 1995. This increase is attributable to the Company's
competitive bid for a foreign military contract anticipating a lower margin
in pursuit of contract award. This was done in an effort to better position
STI for additional future business and minimize bid losses to a competitor
with local manufacturing operations, which occured in fiscal 1994. The
Company is implementing a cost reduction program covering its military
product line to improve margins and secure additional business in the highly
competitive international marketplace.
The Company has also introduced auto-injector systems that can store
compounds in dry form and mix them in solution prior to administration.
Limited quantities of this product (BinaJect) have been manufactured and sold
to a foreign allied government. Many of the new nerve agent antidotes
require this technology because of their limited shelf-life or instability in
solution. In addition, market expansion efforts in regions subject to high
temperatures will also require this specialized auto-injector drug delivery
system. All export sales of military auto-injectors require U.S. State
Department approval.
CONTRACT FILLING AND PACKAGING
STI has complete sterile parenteral contract filling and packaging services
for a broad range of sterile injectable dosage forms which includes vials,
dental cartridges and pre-filled ready-to-use syringes. The Company's
proprietary Cartrix-TM- syringe system is a line of unit-dose, disposable,
prefilled syringes suitable for a broad range of injectable drugs. The
Company fills Cartrix syringes and other lines of vials, dental cartridges
and syringes with pharmaceuticals supplied by the contracting party and
formulated by the Company to the contracting party's specifications.
Revenues from these activities aggregated $1.2 million and $1.6 million in
fiscal years 1995 and 1994. During the current year, STI completed purchase
orders on behalf of Cephalon, Inc. ("Cephalon") to fill and package clinical
supply material with myotrophin for the treatment of ALS (Lou Gehrig's)
disease. Sales to Cephalon generated revenues of $754,000 and $1.1 million
in fiscal years 1995 and 1994, respectively. The Company signed a clinical
supply agreement with Cephalon in fiscal 1995.
STI also designs and manufactures delivery systems tailored to the
requirements of its customers' products. Presently, these arrangements, in
the aggregate, do not produce significant revenues. The Company entered into
an agreement during the first quarter of fiscal 1996 with GenRx, Inc., an
affiliate of Apotex, Inc. the largest Canadian based pharmaceutical company,
to produce two injectable drug products for marketing in the United States.
STI is actively negotiating with other pharmaceutical companies for continued
expansion of this business which includes syringes with sterile water used to
reconstitute drugs in a dry compound state.
CYTOGUARD
The Company invented and now manufactures the patented CytoGuard-Registered
Trademark- Aerosol Protective Device. The CytoGuard is a vial attachment
used to reduce the risk of
<PAGE>
10
exposure of health care professionals while reconstituting toxic drugs,
particularly chemotherapeutics, being administered to patients. The Company
has an exclusive License and Supply Agreement with a subsidiary of Bristol
Myers-Squibb ("BMS") through December 1996 for the distribution of CytoGuard
in the United States. The Company continues to explore new uses for
CytoGuard combined with opportunities in international markets which have not
materialized to date. Production and delivery of CytoGuards generated
revenues of $1.6 million (6%), $3 million (12%) and $3.6 million (12%) of
consolidated sales in fiscal years 1995, 1994 and 1993, respectively. During
fiscal 1994, the Company under the direction of BMS, changed the packaging of
this product from a single unit to a multi-unit package. This change in
distribution coupled with lower in-market sales of BMS' products had a
negative impact on sales of CytoGuard in fiscal 1995 and 1994. This trend
will continue to adversely effect fiscal 1996 CytoGuard sales.
SERVICES
STI provides fully validated formulation and aseptic filling services and
regulatory assistance for those pharmaceutical and biotechnology companies
not currently possessing such capabilities. The Company also supplies
customized drug delivery system design, GMP-approved sterile product
manufacturing and pharmaceutical research and development to a number of
different companies. Development programs include feasibility and stability
studies as well as the manufacturing of clinical trial materials in the
Company's St. Louis pilot plant. If feasibility and stability studies are
successful and all regulatory approvals are received, the Company anticipates
contracts in the coming years to manufacture these products in vials,
prefilled syringes or STI's proprietary auto-injector systems. Revenue from
customer-funded research and development activities were $2.3 million, $2.9
million and $1.8 million in fiscal years 1995, 1994 and 1993, respectively.
The Company expects fiscal 1996 revenues from funded R&D activities to be
comparable with fiscal 1995.
COMPETITION
The Company operates in a highly competitive sector of the health care
industry. STI competes directly with companies that manufacture drug
injection devices and indirectly with companies that develop and market drug
delivery systems which are alternatives to injection. Competition from large
pharmaceutical companies, joint ventures, and others is intense and expected
to increase. Many of these companies have substantially greater capital
resources, larger research and development staffs and facilities than the
Company, and substantially greater experience in the manufacturing and
marketing of pharmaceutical products as well as obtaining regulatory
approvals. The activities of these entities represent significant long-term
competition for the Company.
STI's auto-injectors compete with a number of other drug delivery systems,
including those for the self-injection of epinephrine for treating
anaphylaxis, which are not automatic. The Company's military auto-injectors
compete in price and quality with auto-injectors sold by companies in
Holland, South Korea and Israel. Major competitors in this area are Solvay
Duphar B.V. and Astra Tech, both large
<PAGE>
11
international pharmaceutical manufacturers as well as Shalon Ltd, an
Israeli-based manufacturer of chemical protective equipment, including
auto-injectors.
The Company's contract filling and packaging services are in an
intensely competitive field which is presently dominated by larger
pharmaceutical companies, many having greater resources than the Company, and
other disposable, prefilled syringe systems presently available which can be
less expensive. A very small group of independent companies and a few
pharmaceutical companies offer contract syringe filling services similar to
those that the Company offers.
BACKLOG AND RENEGOTIATION
As of July 31, 1995, the Company had a backlog of orders approximating $3.8
million, of which $2.5 million related to production and delivery of
commercial products and services and $1.3 million related to military
products. The majority of this backlog is scheduled to be completed during
the first quarter of fiscal 1996. This compares with commercial product
sales backlog of $2.1 million and military auto-injector sales backlog of
$922,500 at July 31, 1994. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included herein pursuant to
Part II of this Form 10-K.
There is no material portion of the Company's business which is subject to
renegotiation of profits. The Company's supply contracts with the DoD are
subject to post-award audit and potential price redetermination. From time
to time, the DoD makes claims for pricing adjustments with respect to
completed contracts. At present, no claims are pending.
All U.S. Government contracts provide that they may be terminated for the
convenience of the Government as well as for default. Upon termination for
convenience of cost reimbursement type contracts, the Company would be
entitled to reimbursement of allowable costs plus a portion of the fixed or
target fee related to work accomplished. Upon convenience termination of
fixed-price contracts, the Company normally would be entitled to receive the
contract price for items which have been delivered under the contract, as
well as reimbursement for allowable costs for undelivered items, plus an
allowance for profit thereon or adjustment for loss if completion of
performance would have resulted in a loss. No such contract terminations are
anticipated by the Company.
PATENTS, TRADEMARKS, AND LICENSES
The Company considers its proprietary technology to be important in the
development, marketing and manufacture of its products and seeks to protect
its technology through a combination of patents and confidentiality
agreements with its employees and others. Patents covering important
features of the Company's current principal auto-injector products have
expired. This loss of patent protection could have an adverse affect on the
Company's revenues and results of operations. STI is currently developing a
new generation of auto-injector products (See "Research and Development"
following) for which a number of patents have been granted to the Company.
During fiscal 1995,
<PAGE>
12
1994 and 1993, the Company was granted U.S. patent protection for several of
its new auto-injector drug delivery systems, designed for fast and reliable
patient self-administration of the expanding range of new pharmaceutical and
biotechnology products that require injection. Some of these patents cover
the EpiE-ZPen, whose product launch is expected in fiscal 1996, as previously
discussed above under "Commercial Products".
The Company intends to file for additional patent protection for all of its
new products currently under development. These products are expected to
replace or supplement the Company's existing line of auto-injectors over
time. Patent protection for the technology acquired from Medimech, which
offers broad potential for both military and commercial medical products, has
been filed in the United States and abroad. The Company has several
important patents related to thrombolytic therapy. These patents broaden the
Company's patent protection, especially in the area of intramuscular
administration of protein thrombolytic agents, including t-PA.
The Company owns a number of trademarks in the U.S. and other countries. The
Company is also licensed in the U.S. and other countries under patents and
trademarks owned by others. In the aggregate, these trademarks and licenses
are of material importance to the Company's business, with the most
significant being the license and supply agreements with a division of
American Home Products Corporation ("licensor") which grants the Company an
exclusive license to manufacture, use and sell the licenser's patented
product within the Company's auto-injectors (ComboPens). The term of the
supply agreement extends through fiscal 1997 and automatically continues for
consecutive one-year renewal periods.
RESEARCH AND DEVELOPMENT
The Company expended $943,000, and $1,024,600, and $904,100 on research and
development activities in fiscal 1995, 1994 and 1993, respectively. The
Company intends to continue to expend funds on the activities discussed below
and expects that amounts spent on research and development in fiscal 1996 to
be comparable with prior year amounts.
STI is currently developing a new family of auto-injectors to accommodate the
expanding variety of injectable drugs that demand safe and convenient patient
self-administration. These new auto-injectors are designed for use in
emergency situations and for any episodic treatment where an intramuscular or
subcutaneous injection is the preferred drug delivery method. The Company is
currently exploring certain applications of these new auto-injectors which
will be subject to certain regulations prior to the product reaching the
marketplace. See "Government Regulation" following.
The Company has patented auto-injector systems that can store compounds in
dry form and reconstitute them in solution prior to administration. An
increasing array of biotechnology products and many traditional therapies
require this technology because of their limited shelf-life or instability in
solution. STI also has a single-chambered auto-injectors for intramuscular
and subcutaneous injection which utilize a very thin (27 gauge) needle for
potential new applications.
<PAGE>
13
PRODUCT LIABILITY INSURANCE
The Company maintains product liability coverage for its medical products and
its commercial pharmaceutical products, including the LidoPen, EpiPen, EpiPen
Jr., and the Cartrix syringe system. The Company will continue to maintain
liability insurance as it relates to divested operations to cover any
potential claims incurred but not reported prior to their disposition. The
Company's management is of the opinion that, with respect to amounts, types,
and risks insured, the insurance coverage is adequate for the business
conducted by the Company.
GOVERNMENT REGULATION
The business of the Company is highly regulated by governmental entities,
including the FDA and corresponding agencies of states and foreign countries.
The summary below does not purport to be complete and is qualified in its
entirety by reference to the complete text of the statutes and regulations
cited herein.
As a manufacturer of auto-injectors and prefilled syringes, the Company's
products are subject to regulation by the FDA under the Federal Food, Drug
and Cosmetic Act ("Act"). All of the Company's auto-injectors are "new
drugs" and may be marketed only with the FDA's approval of a NDA or a
supplement to an existing NDA. The Company currently holds approved NDAs for
each of its existing auto-injector products. The use of the Company's
existing auto-injectors to administer FDA approved drugs generally would
require the filing of a NDA or supplement to an existing NDA. In addition,
the introduction of the Company's new generation auto-injectors, such as the
EpiE-ZPen which received approval in August 1995, will require FDA approvals
based on data demonstrating the safety and effectiveness of the drug
delivered by these auto-injectors. There is no assurance that the NDAs will
be processed in a timely manner or that FDA ultimately will approve such NDAs.
The Company's Cartrix and other prefilled syringe systems are also regulated
as drugs; however, the requisite FDA approval is held by the supplier of the
drug that the Company fills into the syringe. To the extent the Company's
auto-injectors or Cartrix syringe system are expected to be used to
administer new drugs under development, FDA approval to market such drugs
first must be received by the pharmaceutical manufacturer. Obtaining the
requisite FDA approval is a time consuming and costly process through
which the manufacturer must demonstrate the safety and effectiveness of a new
drug product.
The Cytoguard Aerosol Protection Device is regulated and currently marketed
as a medical device. Certain of the Company's new auto-injectors also may be
regulated as medical devices. Such devices are subject to a pre-market
notification process. The requisite FDA filing must contain information that
establishes that the new product is substantially equivalent to an existing
device available for the same intended use. The FDA must either approve or
deny the application or require further information within
<PAGE>
14
90 days of its submission. Products which do not receive approval through
the FDA's pre-market notification process are subject to the FDA's much
lengthier and more complex pre-marketing approval procedures.
In connection with its manufacturing operations, the Company must comply with
a variety of regulations, including the FDA's Good Manufacturing Practice
("GMP") regulations, and its manufacturing facilities are subject to periodic
inspections. The Company's St. Louis facility is currently under an
inspection by the FDA which began in October 1995. The Company believes this
inspection will be completed during the second quarter of fiscal 1996 and to
date, there have been no substantive issues brought to management's
attention. There can be no assurance that the FDA will complete its
inspection without any significant issues.
Suppliers of bulk drugs for filling into the Company's syringe systems, as
well as some subcontractors who manufacture components for the Company's
medical devices, also are subject to FDA regulation and inspection. The
Company has only limited control over these other companies' compliance with
FDA regulations. Failure of these companies to comply with FDA requirements
could adversely affect the Company's ability to procure component parts,
market finished products and may cause the Company's products made with
non-compliant components to be adulterated or misbranded in violation of the
Act, subjecting the products to a variety of FDA administrative and judicial
actions.
The FDA is empowered with broad enforcement powers. The FDA may initiate
proceedings to withdraw its approval for marketing of the Company's products
should it find that the drugs are not manufactured in compliance with GMP
regulations, that they are no longer proven to be safe and effective, or that
they are not truthfully labelled. Noncompliance with GMP regulations also
can justify nonpayment of an existing government procurement contract and,
until the deficiencies are corrected to FDA's satisfaction, can result in a
nonsuitability determination, precluding the award of future procurement
contracts.
For any of the Company's auto-injectors and syringe systems, noncompliance
with FDA regulations could result in civil seizure of the drugs, an
injunction against the continued distribution of the drugs or criminal
sanctions against the Company. The Company's medical devices also are
subject to seizure by the FDA through administrative or judicial proceedings.
In addition, the FDA may impose civil money penalties for most violations of
law and may order that defective devices be recalled, repaired or replaced or
that purchasers be refunded the cost of the device.
The Company also is subject to regulation by other federal and state agencies
under various statutes, regulations and ordinances, including environmental
laws, occupational health and safety laws, labor laws and laws regulating the
manufacture and sale of narcotics.
<PAGE>
15
EMPLOYEES
As of September 30, 1995, the Company employed a total of 260 employees; 221
employees work at the Company's plant and warehouse facilities in St. Louis,
Missouri; 9 employees work at the Company's facility in the United Kingdom
and 30 employees work at the Company corporate headquarters in Rockville,
Maryland (see "Properties"). Effective March 1, 1994, the Company entered
into a five-year agreement with the Teamsters Local Union No. 688
("Teamsters") which is affiliated with the International Brotherhood of
Teamsters, Chauffeurs, Warehousemen and Helpers of America. Teamsters are
the exclusive agent for all production and maintenance employees of the
Company at its St. Louis facility. Approximately 117 employees are covered
by this collective bargaining agreement. The new labor union contract did
not significantly change the mix of benefits previously provided to such
employees.
ITEM 2. PROPERTIES
The Company's corporate headquarters occupy approximately 17,000 square feet
in an executive office building complex located in Rockville, Maryland. STI
signed a ten-year lease agreement for this office space beginning January
1992. This facility contains corporate administration; human resources;
finance; commercial business development; regulatory affairs; and product,
design and development functions. During the fourth quarter of fiscal 1995,
the Company initiated a restructuring plan which may include the relocation
of its corporate office in fiscal 1996 to reduce occupancy costs and possible
sublease of current office space. See Note 3 in Notes to Consolidated
Financial Statements.
The Company's primary pharmaceutical operations are located in St. Louis,
Missouri. These facilities are used primarily for formulation, aseptic
filling, assembly and final packaging of the Company's auto-injectors and
prefilled syringes. The St. Louis manufacturing facilities consist of eight
separate buildings occupying approximately 90,000 square feet. The principal
St. Louis facilities are leased pursuant to lease agreements which begin to
expire in fiscal 1996 and 1997 but contain renewal options for additional
five-year and ten-year periods. See "Leases" in Note 10 of the Notes to
Consolidated Financial Statements included herein pursuant to Part II of this
Form 10-K.
STI International Limited is located in the Medway City Industrial Estate, an
enterprise zone in Rochester, Kent in the United Kingdom. The facility
consists of one modern building occupying approximately 4,200 square feet.
Prior to STI's acquisition of Medimech's assets, the facility was used
primarily for aseptic assembly and final packaging of Medimech's automatic
injector products. Presently, this facility is used as a sales and marketing
office to promote STI's commercial and military products in Europe and the
Middle East. During the fourth quarter of fiscal 1995, the Company
re-activated this facility to assemble and package the Mediject morphine
auto-injector under a contract with the United Kingdom Ministry of Defense.
The facility is leased pursuant to a lease which expires in 2010.
<PAGE>
16
The Company believes that its current production facilities in St. Louis,
Missouri are suitable and adequate for the Company's purposes. The Company
is re-evaluating the timing and extent of plans to modify its existing
pharmaceutical facility or pursue the acquisition of a new pharmaceutical
production facility to consolidate existing pharmaceutical production
facilities. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included herein pursuant to Part II of this
Form 10-K.
ITEM 3. LEGAL PROCEEDINGS
Information required by this Item 3 is included in Note 10 "Commitments and
Contingencies - Litigation," of the Notes to Consolidated Financial
Statements included herein pursuant to Part II of this Form 10-K.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted by the Company during the fourth quarter of
fiscal 1995 to a vote of security holders, through the solicitation of
proxies, or otherwise.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table lists, as of September 30, 1995, the names and ages of
all executive officers of the Company, and their positions and offices held
with the Company.
Present Positions
_________________
Name Age with the Company
____ ___ ________________
James H. Miller 57 President and
Chief Executive Officer
Jeffrey W. Church 38 Sr. Vice President-Finance and
Chief Financial Officer
Glenn F. Wickes, Jr. 50 Sr. Vice President-Pharmaceutical
Operations
O. Napoleon Monroe, III 49 Vice President
There are no family relationships among the executive officers and directors
of the Company as a group.
Mr. Miller joined the Company as President in June 1989 and was elected Chief
Executive Officer in June 1990. In November 1993, Mr. Miller assumed the
additional post of chairman and chief executive officer of Brunswick
Biomedical Corporation while continuing his position with STI. Prior to
joining the Company, Mr. Miller served as Executive Vice President of Beecham
Laboratories from February 1987 to May 1989,
<PAGE>
17
responsible for the Pharmaceutical and Animal Health Divisions. Prior to
joining Beecham, Mr. Miller spent ten years with Frank J. Corbett, Inc.
(Advertising Agency) as Executive Vice President and fourteen years in
marketing management with Abbott Laboratories.
Mr. Church joined the Company in April 1986 as Corporate Controller, became
Vice President - Finance and Chief Financial Officer in June 1988 and became
Senior Vice President - Finance and Chief Financial Officer in November 1994.
Prior to joining the Company, Mr. Church was with the accounting firm of
Price Waterhouse LLP in Baltimore, MD for seven years.
Mr. Wickes joined the Company as Vice President of Pharmaceutical Operations
in August 1993 and became Senior Vice President of Pharmaceutical Operations
in November 1994. Prior to joining the Company, Mr. Wickes served as
Executive Vice President of Duoject Medical Systems from December 1991 to
July 1993, responsible for new business development and technical affairs for
this specialized drug delivery company. Prior to joining Duoject, Mr. Wickes
was Director of Operations, Marketing and New Business Development for Adria
Sterile Products, Inc. from April 1988 until December 1991. Prior to joining
Adria, Mr. Wickes held senior executive positions at Summa Manufacturing
Corporation and Ben Venue Laboratories, Inc.
Mr. Monroe was elected Vice President in June 1988. Since joining the
Company in 1974, Mr. Monroe has held positions in project management,
materials management, and planning and development.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The Company's common stock is traded in the over-the-counter market and is
quoted in the NASDAQ National Market System under the symbol STIQ. Market
quotations do not necessarily reflect actual transactions and do not reflect
inter-dealer prices without retail mark-up, mark-down or commission. The
following table sets the high and low sales prices of the Company's common
stock in the over-the-counter market, for each fiscal quarter during the two
year period ended July 31, 1995, as reported by the National Association of
Securities Dealers, Inc.
<TABLE>
<CAPTION>
1995 1994
_________________ __________________
Quarter High Low High Low
____________________________________________________________
<S> <C> <C> <C> <C>
First $8 3/4 $6 1/2 $14 3/4 $ 8 3/4
Second 9 1/4 6 3/4 14 1/2 12
Third 10 7 1/4 13 1/2 11
Fourth 9 1/2 7 1/4 12 6 1/2
____________________________________________________________
</TABLE>
The Board of Directors has not declared any dividends on the Company's stock
since its organization. As of September 30, 1995, the number of shareholders
of record was 412.
<PAGE>
18
ITEM 6. SELECTED FINANCIAL DATA
Survival Technology, Inc. - Five-Year Summary of Operations and Financial
Information
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Year Ended July 31 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Operations:
Net sales $25,487 $24,856 $30,075 $40,931 $46,661
Gross profit 8,259 8,657 9,726 8,133 9,860
Operating income (1) 890 1,928 3,111 2,153 3,068
Gain on sale of Medical
Device Division 1,562
Other income (expense),
net (180) 81 (106) 158 (10)
Income before income
taxes and extraordinary
item 710 3,571 3,005 2,311 3,058
Provision for income tax 250 1,442 1,160 634 1,242
________ _______ ________ _______ ________
Income before
extraordinary item 460 2,129 1,845 1,677 1,816
Extraordinary item 37 1,162
________ _______ ________ _______ ________
Net income $ 460 $ 2,129 $ 1,845 $ 1,714 $ 2,978
________ _______ ________ _______ ________
________ _______ ________ _______ ________
Per share data:
Income before
extraordinary item $ .15 $ .68 $ .60 $ .55 $ .60
Extraordinary item .01 .39
________ _______ ________ _______ ________
Net income $ .15 $ .68 $ .60 $ .56 $ .99
________ _______ ________ _______ ________
________ _______ ________ _______ ________
Average common shares
and common share
equivalents outstanding 3,102 3,118 3,092 3,086 3,004
________ _______ ________ _______ ________
________ _______ ________ _______ ________
Financial position:
Current assets $11,553 $10,227 $10,022 $13,937 $12,271
Working capital 3,668 5,193 5,635 5,782 4,190
Fixed assets, net 14,209 11,893 9,801 7,818 5,334
Total assets 27,715 24,201 21,911 22,487 18,383
Long-term debt 1,486 1,620 2,740 2,014 1,477
Shareholders' equity 16,150 15,690 13,558 11,149 8,799
</TABLE>
(1) Fiscal 1995 operating income includes a restructuring charge of $450,000.
The Company has not declared any dividends on its common stock since its
inception.
<PAGE>
19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The following discussion and analysis of financial condition and results of
operations cover the fiscal years ended July 31, 1995, 1994 and 1993.
RESULTS OF OPERATIONS
1995 AND 1994
The Company reported net income of $257,300 ($.08 per share) and $460,500
($.15 per share) on sales of $8.5 million and $25.5 million for the fourth
quarter and fiscal year ended July 31, 1995. This compares with net income
of $973,900 ($.31 per share) and $2.1 million ($.68 per share) on sales of
$5.8 million and $24.9 million for the quarter and fiscal year ended July 31,
1994. Fiscal 1994 operating results include a $953,000 ($.30 per share)
non-recurring gain, net of tax, from the fourth quarter sale of the Company's
Medical Device Division ("MDD"). Fiscal 1995 operating results were
adversely effected by a $292,500 ($.09 per share) restructuring charge, net
of tax, recorded in its fourth quarter. Absent this restructuring charge in
fiscal 1995 and the non-recurring gain in fiscal 1994, fourth quarter
earnings in the current year would have improved by 528,900 ($.17 per share)
over this same prior year period and earnings for the fiscal year ended July
31, 1995 would have decreased by $422,500 ($.14 per share) or 36% when
compared with fiscal 1994 operating results.
Operating income for the fourth quarter increased from $61,000 in fiscal 1994
to $905,000 in fiscal 1995 before restructuring charges. This improvement
resulted from increased revenues from continuing operations of $2.9 million
(absent revenues from the MDD) coupled with higher gross margins (33% in
fiscal 1995 compared with 27% in fiscal 1994). This revenue increase can be
attributed to higher sales of both military auto-injectors ($1.7 million) and
commercial products ($1.2 million). Also contributing to these favorable
variances was the absence of revenue in the fourth quarter of fiscal 1994 due
to the previously reported shutdown of the Company's St. Louis manufacturing
facility in late July 1994 for maintenance and repairs to production support
equipment. The plant was reactivated in late August 1994.
Revenues in fiscal 1995 increased $2.5 million (11%) over the prior year,
exclusive of the $1.9 million in revenues generated by the MDD which was sold
in fiscal 1994. Contributing to this sales improvement was a $3.4 million
(48%) increase in military product sales which was partially offset by a
$900,000 (6%) decrease in commercial sales. While current year revenues were
increasing over the prior year, gross margins were decreasing from 35% in
fiscal 1994 to 32% in the current fiscal year. This decline in gross margins
is attributable to several factors including the plant shutdown discussed
above, lower revenues from funded R&D activities and lower margin foreign
military auto-injector sales. The Company's competitive bid for this foreign
military contract anticipated a lower margin in pursuit of contact award to
better position itself for future business.
<PAGE>
20
Military product sales in fiscal 1995 consisted of $7.4 million in revenue
from the U.S. Department of Defense ("DoD") which represents a $1.8 million
(31%) increase over fiscal 1994. This was the result of increased orders by
the DoD for incremental product under the base maintenance contract during
the current year. Foreign military sales were $3 million in fiscal 1995
which represents a $1.6 million (113%) increase over the prior year. This
increase is attributable to the Company's competitive bid for a foreign
military contract anticipating a lower margin in pursuit of contract award.
This was done in an effort to better position STI for additional future
business and minimize bid losses to a competitor with local manufacturing
operations, which occured in fiscal 1994. The Company is implementing a
cost reduction program covering its military product line to improve margins
and secure additional business in the highly competitive international
marketplace.
The base maintenance contract is a continuation of the program adopted in
1993 by the DoD to assure adequate supplies of critical items in the event of
war. STI is the only U.S. supplier of nerve gas antidote auto-injectors,
which were widely deployed by the allied forces during the Persian Gulf War.
This contract calls for the retention of key personnel and facilities to
assure expertise for manufacturing auto-injectors containing nerve gas
antidotes, the storage of serviceable material from expired auto-injectors,
the management of the DoD's shelf-life extension program and new product
orders. A surge capability provision allows for the coverage of defense
mobilization requirements in the event of rapid military deployment.
Moreover, the contract has been expanded to include the pre-stocking of
critical components at STI's St. Louis manufacturing facility to enhance
readiness and mobilization capability. This contract represents a
cost-saving measure for the Government by allowing the DoD to consolidate its
warehouse depots and personnel necessary to manage this material.
During the first quarter of fiscal 1996, the Company was awarded a new base
maintenance contract through September 1996 with two one-year renewal
options. This will be the fourth consecutive year in which STI has contracted
with the DoD under this unique program. In addition to the services already
provided under this contract, the Company has undertaken actions to become a
qualified manufacturer of the Diazepam auto-injector for the DoD. During the
fourth quarter of fiscal 1995, the Company completed its development of the
Diazepam auto-injector with the submission of a supplemental NDA by the DoD
to the FDA. This supplemental NDA is currently under review by the FDA who
commenced their pre-approval inspection of STI's manufacturing facility
during the first quarter of fiscal 1996. Approval is expected in fiscal 1996
with initial deliveries of Diazepam auto-injectors to begin immediately
following FDA approval.
The decline in commercial sales is attributable to lower revenues from both
CytoGuard sales and funded R&D activities. These lower revenues were
partially offset by a strong growth in revenues from the Company's
EpiPen-Registered Trademark- auto-injector. The EpiPen contains epinephrine
and is indicated for self-injection by persons who are at risk for severe
allergic reactions to bee stings, insect bites and ingestion of certain
foods. Sales of EpiPen aggregated $9.8 million in fiscal 1995 which
represents a $1.4 million (17%) increase over fiscal 1994. This increase is
primarily attributable to expanded
<PAGE>
21
promotional efforts over the last two years by Center Laboratories, Inc.
("Center"), STI's exclusive distributor of the EpiPen. The Company
anticipates EpiPen sales to continue improving over prior year levels with
Center's continuing expansion of marketing efforts in the U.S. and
international markets coupled with the new EpiE-ZPen-TM- launch planned for
early calendar year 1996. This new injector which received FDA approval in
August 1995, has additional safety features and user convenience enhancements
to better serve the consumer market and will be positioned to expand
epinephrine auto-injector use in the U.S. and abroad.
The Company's patented CytoGuard Aerosol Protective Device-Registered
Trademark-, which is sold exclusively in the United States to Bristol-Myers
Squibb ("BMS") is designed to reduce the risk of exposure of health care
professionals while reconstituting toxic drugs being administered to
patients, such as chemotherapeutics. CytoGuard revenues were $1.6 million in
fiscal 1995, which represents a 48% decrease from the $3 million recognized
in fiscal 1994. During fiscal 1994, the Company under the direction of BMS,
changed the packaging of this product from a single unit to a multi-unit
package. Creation of inventories of the new multi-unit package coupled with
lower in-market sales of BMS' products resulted in lower CytoGuard sales in
STI's fiscal 1995 with this decline expected to continue in fiscal 1996.
STI is continuing to work with a number of pharmaceutical and biotechnology
companies to formulate their drugs for use in the Company's proprietary drug
delivery systems. Revenues from these development contracts during the
current year were $2.3 million, which represents a $598,000 (21%) decrease
from last year. Fiscal 1996 revenues from these activities are expected to
be comparable to the current fiscal year. Development programs include
feasibility and stability studies as well as the manufacturing of clinical
trial materials in the Company's St. Louis pilot plant. If feasibility and
stability studies are successful and all regulatory approvals are received,
the Company anticipates contracts in the coming years to manufacture these
products in vials, prefilled syringes or STI's proprietary auto-injector
systems.
Selling, general and administrative expenses ("SG&A") decreased $298,300 (7%)
during fiscal 1995 when compared with fiscal 1994. This decrease resulted
primarily from the absence of SG&A expenses related to the MDD which was sold
in July 1994. During the fourth quarter of the current fiscal year, a
restructuring plan was approved by the Company's Board of Directors resulting
in a $450,000 restructuring charge against operations. Certain
organizational changes will be implemented during fiscal 1996 to streamline
reporting relationships designed to provide a better strategic focus within
the Company. To this end, the Company is exploring various alternatives
relating to occupancy cost reductions at its corporate headquarters in
Rockville, Maryland. See Note 3 in Notes to Consolidated Financial
Statements. This restructuring plan is expected to further reduce SG&A
expenses in fiscal 1996 and beyond.
Research and development expenditures remained relatively constant decreasing
$81,600 (8%) in the current year. The Company remains focused on development
<PAGE>
22
efforts related to its new generation auto-injector products designed for
outpatient/in-home use. These products target infrequent injection of
medication in acute episodes of disease as well as treatment of chronically
ill patients. The Company expects R&D expenses in fiscal 1996 to be
comparable to fiscal 1995.
Depreciation and amortization increased $570,100 (46%) in fiscal 1995 when
compared with the prior year. The Company continues to invest significantly
in capital expenditures (see "Balance Sheet Review") and, as previously
reported, expected depreciation expense to increase in the current period and
in future periods. Also contributing to this increase was the accelerated
amortization/write-off of certain patent costs which the Company does not
believe will provide previously anticipated future benefit.
Other income, net of other expenses, decreased $1.9 million in the current
fiscal year primarily due to the $1.6 million pre-tax gain on the sale of the
MDD in fiscal 1994. See Note 4 in Notes to Consolidated Financial
Statements. Also contributing to this increase was higher interest expense of
$302,300 in fiscal 1995 due to higher levels of bank borrowings as well as
the commencement of interest payments on the outstanding note payable to
Syntex Laboratories, Inc. (see "Liquidity and Capital Resources" following).
1994 AND 1993
The Company reported net income of $2,128,500 ($.68 per share) on sales of
$24.9 million for the fiscal year ended July 31, 1994. This represents a 15%
increase in net income when compared with net income of $1,844,600 ($.60 per
share) on sales of $30.1 million for the prior year. Fiscal 1994 net income
includes a non-recurring gain, net of tax, of $953,000 ($.30 per share) on
the sale of the Company's MDD. See Note 4 in Notes to Consolidated Financial
Statements. Sales of the MDD's products, principally electronic heart
monitoring medical devices, known as CardioBeeper-Registered Trademark- ECG
transmitters, generated revenues of $1.9 million and $1.35 million in fiscal
years 1994 and 1993, respectively.
In fiscal 1994, the decline in revenues was primarily due to the termination
of the Company's Manufacturing and Packaging Agreement with Syntex
Laboratories, Inc. ("Syntex") in the first quarter of fiscal 1993 coupled
with the anticipated decline in revenues from military products. Sales to
Syntex with their drug Toradol-Registered Trademark- accounted for $4 million
in revenue in fiscal 1993. Also contributing to this sales decline were lower
international sales of STI's military auto-injectors. Military product sales
decreased $5.9 million (45%) to $7.1 million in the current fiscal year when
compared with the prior year. The Company bid on a foreign military
auto-injector contract which called for deliveries in the second half of
fiscal 1994. The contract was awarded, in its entirety, to a competitor with
local manufacturing operations.
Increased sales of commercial products (exclusive of Toradol) partially
offset the decline in sales mentioned above. Revenue from commercial
products increased $4.7 million (36%) from $13.1 million in fiscal 1993 to
$17.8 million in fiscal 1994. This increase resulted from higher sales of
the Company's EpiPen auto-injector and its
<PAGE>
23
contract filling and packaging services coupled with growth in auto-injector
development contracts.
Sales of EpiPen aggregated $8.3 million in fiscal 1994 which represents an
increase of $2.9 million (54%) over fiscal 1993. This increase is primarily
attributable to expanded promotional efforts by Center. CytoGuard revenues
were $3.1 million in fiscal 1994, which represents a 14% decrease from the
$3.6 million in fiscal 1993 due to the packaging change of this product as
previously discussed.
Revenues from development contracts during fiscal 1994 increased $1.1 million
(59%) to $2.9 million. Development programs include feasibility and
stability studies as well as the manufacturing of clinical trial materials in
the Company's St. Louis pilot plant. If feasibility and stability studies
are successful and all regulatory approvals are received, the Company
anticipates contracts in the coming years to manufacture these products in
vials, prefilled syringes or STI's proprietary auto-injector systems.
The industrial base maintenance contract, generated revenues of $5.7 million
in fiscal year 1994 and $4 million in the prior fiscal year. With no
comparable revenues from this contract in the first quarter of fiscal 1993
and no incremental product deliveries during fiscal 1993, a $1.7 million
(43%) increase in military sales was experienced in fiscal 1994.
Gross margins improved, to 35% in fiscal 1994 from 32% in fiscal 1993 on the
strength of increased sales of higher margin commercial products and
services.
Selling, general and administrative ("SG&A") expenses remained constant at
$4.5 million in fiscal 1994 and fiscal 1993. The absence of sales commission
expense and foreign currency exchange rate losses incurred in the prior
fiscal year on sales of AtroPen auto-injectors to an allied foreign
government offset an otherwise nine percent increase in SG&A expenses during
the current fiscal year. This increase was primarily due to the Company's
continued investment in commercial pharmaceutical marketing and product
development activities.
Research and development expenditures increased $120,500 (13%) in fiscal 1994
as anticipated due to ongoing developmental efforts related to the Company's
new family of auto-injectors. These new auto-injectors include single use,
reloadable, wet/dry, and multiple chamber auto-injectors to accommodate the
expanding variety of injectable drugs that demand safe and convenient patient
self-administration. During fiscal 1994, the Company completed deliveries
under a contract with the Canadian Ministry of Defense for a wet/dry
auto-injector and commenced deliveries on another contract with the United
Kingdom Ministry of Defense for a morphine auto-injector. The Company also
announced the award of a development contract with the DoD for a multiple
chamber auto-injector.
Depreciation and amortization remained relatively constant increasing $34,900
(3%) in fiscal 1994. This increase was expected due to significant levels of
capital expenditures made in fiscal 1994, coupled with increased amortization
expense associated with patents acquired from Medimech International, Ltd. in
November 1992.
<PAGE>
24
Other income, net of other expenses, increased $1.7 million in the current
fiscal year primarily due to the pre-tax gain on sale ($1.6 million) of the
MDD. See Note 4 in Notes to Consolidated Financial Statements. Interest
expense decreased $9,000 (11%) in the current fiscal year as capitalized
interest costs totalled $130,100 in fiscal 1994 compared with $116,200 in the
prior fiscal year. The provision for income taxes, recorded in fiscal 1994
and 1993 aggregated $1,442,000 and $1,159,700, respectively, which was
consistent with the statutory tax rate.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a revolving credit agreement ("Agreement") with Merrill Lynch
Business Financial Services, Inc. ("MLBFS") with a maximum commitment of $5
million. Outstanding borrowings under the Agreement totalled $3.9 million at
July 31, 1995 with an interest rate equal to the 30-day commercial paper rate
as published in the Wall Street Journal plus 265 basis points (8.48% at July
31, 1995). The Agreement is collateralized by substantially all of the
Company's assets and general intangibles. Financial covenants under the
Agreement require the Company to maintain certain levels of tangible net
worth and debt to net worth ratios and limits capital expenditures in any one
fiscal year to $5 million. On October 2, 1995, the Agreement was extended
through September 30, 1996 with the same terms and conditions.
Over the last three fiscal years, the Company has expended $9.3 million for
capital equipment designed to expand production capacity to accommodate
commercial sales growth. Partial proceeds from a $5.4 million secured loan
agreement with Syntex were used to finance a portion of this capital program.
Principal repayments commenced August 1, 1991 through credits against amounts
invoiced to Syntex for product delivered under a related Manufacturing and
Packaging Agreement. As part of the termination of this agreement, the
repayment terms of the loan agreement were modified to include an
eighteen-month moratorium on the repayment of principal beginning with the
calendar quarter ended March 31, 1993 through the calendar quarter ended June
30, 1994.
Principal payments to Syntex resumed for the calendar quarter ended September
30, 1994 at the minimum of $200,000 per quarter reducing the outstanding loan
balance $800,000 in fiscal 1995 to $1.4 million. The non-interest bearing
outstanding loan balance was $2.2 million from January 1, 1993 through June
30, 1994 and effective July 1, 1994 began to bear interest at the same rate
the Company pays on its current line of credit facility. Interest expense
recognized on this loan totalled $156,200 in fiscal 1995. The loan is
subject to acceleration upon the occurrence of certain events. See Note 6 in
Notes to Consolidated Financial Statements.
The Company will have significant capital needs over the next five years
which will need to be funded externally. Its manufacturing facility
currently consists of eight separate buildings. The Company plans to
consolidate operations which will result in the elimination of several
manufacturing buildings and significantly reduce manufacturing costs. Many
of the Company's aseptic filling, assembly and final packaging processes are
labor intensive and in need of automation. Over the next several years, the
Company plans to purchase high-speed, drug cartridge preparation
<PAGE>
25
and filling equipment as well as automated assembly and packaging equipment.
This equipment will not only increase efficiency and capacity while improving
profit margins, but it will also result in less human contact with products
during the manufacturing process. Finally, as part of STI's new product
development efforts, the Company must purchase high cavitation molds for its
new automatic injection devices.
To assist in financing the capital investment program mentioned above, the
Company entered into a loan agreement with The CIT Group/Equipment Financing,
Inc. ("CIT") in May 1995. This arrangement will consist of a series of loans
for the acquisition of production molds, high speed component preparation and
filling equipment and facility renovations not to exceed a maximum aggregate
of $3 million. Additional terms include repayment of each loan in sixty (60)
equal monthly installments at a fixed interest rate equal to the Treasury
Yield (as published in the Wall Street Journal two business days prior to
closing a loan amount) plus 247 basis points. The outstanding loan balance
was $996,600 at July 31, 1995 with an interest rate of 9.2%. See Note 6 in
Notes to Consolidated Financial Statements.
BALANCE SHEET REVIEW
Working capital decreased $1.5 million (29%) from $5.2 million at July 31,
1994 to $3.7 million at July 31, 1995 as the result of higher bank borrowings
partially offset by higher levels of inventory. Receivables remained
constant at $5.9 million, while inventory levels increased $1 million (36%).
This increase was necessary to support orders for U.S. DoD military
auto-injectors in fiscal 1996 as well as component purchases for new product
launches, including the EpiE-ZPen and the Diazepam auto-injectors. The
EpiE-ZPen received final FDA approval during the first quarter of fiscal 1996
with the Diazepam auto-injector approval also expected in fiscal 1996.
Initial deliveries of these products are expected during the second and third
quarters of fiscal 1996. Prepaid expenses and other current assets decreased
$245,900 (42%) primarily due to the timing of payments on certain insurance
premiums coupled with lower premium rates.
Note payable to bank increased $2.6 million to fund capital expenditures and
working capital requirements. Accounts payable decreased $313,600 (24%)
primarily from the absence of payables related to the MDD which was sold at
July 31, 1994. Other liabilities and accrued expenses increased $418,200
(34%) due to a $450,000 accrual made in fiscal 1995 for a restructuring
charge (see Note 3 in Notes to Consolidated Financial Statements) which was
partially offset by a lower accrual for income taxes payable due to lower
earnings in fiscal 1995.
Note payable to Syntex decreased $800,000 (37%) in conjunction with principal
payments made under this obligation in fiscal 1995. Other long-term debt
including the current portion, increased $799,100 as the Company was advanced
$1 million in loan proceeds from CIT for capital expenditures as discussed
above in "Liquidity and Capital Resources", which were partially offset by
payments on the non-interest bearing note payable to EM Industries, Inc. as
well as payments on capital lease obligations. The capital lease was used to
finance the Company's fully integrated management information system which
will automate current administrative and production support
<PAGE>
26
systems throughout the Company and facilitate future growth. See Note 6 in
Notes to Consolidated Financial Statements.
Capital expenditures which totalled $3.9 million in fiscal 1995 consisted
primarily of improvements designed to automate and expand current production
processes at the Company's St. Louis facility. See "Liquidity and Capital
Resources" above. While the net deferred tax liability remained relatively
constant increasing $32,800 (8%), other noncurrent liabilities increased
$121,600 (33%) primarily as a result of accrued postretirement benefit costs
recorded in fiscal 1995. See Note 9 in Notes to Consolidated Financial
Statements.
INFLATION AND ACCOUNTING POLICIES
In the view of management, the low levels of inflation in recent years and
changing prices have had no significant effect on the Company's financial
condition and results of operations. Generally, the Company is able to
mitigate the effects of inflation on operating costs and expenses through
price increases and productivity gains.
During fiscal 1994, the Company adopted Statements of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement Benefits other
than Pensions" and No. 109, "Accounting for Income Taxes." See Notes 9 and
8, respectively, in Notes to Consolidated Financial Statements.
<PAGE>
27
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
SURVIVAL TECHNOLOGY, INC.
<TABLE>
<CAPTION>
_____________________________________________________________________________
July 31 1995 1994
_____________________________________________________________________________
<S> <C> <C>
ASSETS
Current assets:
Cash $ 503,600 $ 65,000
Receivables,less allowance for doubtful
accounts of $13,000 and $30,000 5,852,700 5,936,300
Inventories 3,829,800 2,795,300
Prepaid expenses and other assets 336,100 582,000
Deferred income taxes 1,030,900 848,100
___________ ___________
Total current assets 11,553,100 10,226,700
___________ ___________
Fixed assets:
Furniture and equipment 15,389,000 14,123,600
Leasehold improvements 5,619,800 3,400,800
Construction in progress 3,572,500 3,395,300
___________ ___________
24,581,300 20,919,700
Less accumulated depreciation and amortization 10,372,400 9,027,000
___________ ___________
14,208,900 11,892,700
___________ ___________
Patents and licenses, at cost less amortization
of $517,200 and $572,800 1,916,800 1,986,500
Other noncurrent assets 36,300 95,300
___________ ___________
$27,715,100 $24,201,200
___________ ___________
___________ ___________
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Note payable to bank $ 3,917,000 $ 1,304,500
Note payable to Syntex 800,000 800,000
Current portion of long-term debt 492,600 358,900
Accounts payable 1,016,800 1,330,400
Restructuring reserve 450,000
Other liabilities and accrued expenses 1,208,400 1,240,200
___________ ___________
Total current liabilities 7,884,800 5,034,000
Long-term debt:
Note payable to Syntex 588,400 1,388,400
Other long-term debt 897,200 231,800
Deferred revenue 250,000 250,000
Other noncurrent liabilities 489,200 367,600
Deferred income taxes 1,455,000 1,239,400
___________ ___________
Total liabilities 11,564,600 8,511,200
___________ ___________
Commitments and contingencies
Shareholders' equity:
Common stock $.10 par value; 10,000,000
shares authorized; 3,085,400 and
3,085,400 shares issued and outstanding 308,500 308,500
Paid-in capital in excess of par value 5,072,700 5,072,700
Retained earnings 10,769,300 10,308,800
___________ ___________
Total shareholders' equity 16,150,500 15,690,000
___________ ___________
$27,715,100 $24,201,200
___________ ___________
___________ ___________
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
28
CONSOLIDATED STATEMENTS OF INCOME
SURVIVAL TECHNOLOGY, INC.
<TABLE>
<CAPTION>
______________________________________________________________________________
Year Ended July 31 1995 1994 1993
______________________________________________________________________________
<S> <C> <C> <C>
Net sales $25,486,800 $24,856,500 $30,074,900
Cost of sales 17,227,500 16,199,600 20,348,800
____________ ____________ ____________
Gross profit 8,259,300 8,656,900 9,726,100
____________ ____________ ____________
Selling, general, and
administrative expenses 4,171,500 4,469,800 4,511,300
Research and development expenses 943,000 1,024,600 904,100
Depreciation and amortization expenses 1,805,000 1,234,900 1,200,000
Restructuring charge 450,000
____________ ____________ ____________
7,369,500 6,729,300 6,615,400
____________ ____________ ____________
Operating income 889,800 1,927,600 3,110,700
____________ ____________ ____________
Other income (expense):
Interest expense (372,900) (70,600) (79,600)
Other income (expense), net 193,200 151,200 (26,800)
Gain on sale of Medical Device Division 1,562,300
____________ ____________ ____________
(179,700) 1,642,900 (106,400)
____________ ____________ ____________
Income before income taxes 710,100 3,570,500 3,004,300
Provision for income taxes 249,600 1,442,000 1,159,700
____________ ____________ ____________
Net income $ 460,500 $ 2,128,500 $ 1,844,600
____________ ____________ ____________
____________ ____________ ____________
Per common share:
Net income $.15 $ .68 $ .60
____________ ____________ ____________
____________ ____________ ____________
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
29
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
SURVIVAL TECHNOLOGY, INC.
<TABLE>
<CAPTION>
Paid-in
Capital in
Common Stock Excess of Retained
Shares Amount Par Value Earnings Total
__________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Balance at July 31, 1992 3,027,600 $302,800 $4,510,400 $6,335,700 $11,148,900
1993 net income 1,844,600 1,844,600
Exercise of stock options 3,000 300 29,900 30,200
Issuance of common stock 61,900 6,200 593,800 600,000
Employee stock compensation (7,500) (800) (134,100) (134,900)
Tax benefit from incentive
stock option shares sold 68,900 68,900
__________ __________ ___________ ___________ ____________
Balance at July 31, 1993 3,085,000 308,500 5,068,900 8,180,300 13,557,700
1994 net income 2,128,500 2,128,500
Exercise of stock options 400 3,800 3,800
__________ __________ ___________ ___________ ____________
Balance at July 31, 1994 3,085,400 308,500 5,072,700 10,308,800 15,690,000
1995 net income 460,500 460,500
__________ __________ ___________ ___________ ____________
Balance at July 31, 1995 3,085,400 $ 308,500 $5,072,700 $10,769,300 $16,150,500
__________ __________ ___________ ___________ ____________
__________ __________ ___________ ___________ ____________
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
30
CONSOLIDATED STATEMENTS OF CASH FLOWS
SURVIVAL TECHNOLOGY, INC.
<TABLE>
<CAPTION>
____________________________________________________________________________________________________
Year Ended July 31, 1995 1994 1993
____________________________________________________________________________________________________
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 460,500 $2,128,500 $ 1,844,600
Adjustments to reconcile net income
to net cash provided by (used for)
operating activities net of effects from
sale of Medical Device Division in 1994
and purchase of Medimech in 1993:
Depreciation and amortization 1,805,000 1,234,900 1,200,000
Gain on sale of Medical Device Division (1,562,300)
(Gain) loss on equipment disposals (63,500) 31,900
Deferred income taxes 32,800 660,300 (131,200)
Employee stock compensation (134,900)
Deferred lease incentives (30,200) 16,800 16,800
Decrease (increase) in receivables 83,600 (805,800) 1,513,200
(Increase) decrease in inventories (1,034,500) (230,800) 2,407,300
Decrease (increase) in prepaid
expenses and other assets 216,700 (35,600) 14,100
Decrease in accounts payable (313,600) (141,300) (1,212,700)
Increase in deferred revenue 250,000
Increase (decrease) in other
liabilities and accrued expenses 570,200 314,800 (279,400)
__________ ___________ ____________
Net cash provided by operating activities 1,790,500 1,766,000 5,269,700
__________ ___________ ____________
Cash flows from investing activities:
Purchases of fixed assets (3,797,800) (3,172,800) (2,322,400)
Purchases of patents and licenses (199,900) (184,800) (113,500)
Purchase of Medimech assets (1,524,200)
Decrease (increase) in other noncurrent assets 34,200 (38,200) (89,700)
__________ ___________ ____________
Net cash used for investing activities (3,963,500) (3,395,800) (4,049,800)
__________ ___________ ____________
Cash flows from financing activities:
Net proceeds (payments) on note
payable to bank 2,612,500 1,704,500 (1,800,000)
Payments on note payable to Syntex (800,000) (354,300)
Proceeds on other long-term debt 1,299,300 300,000
Payments on other long-term debt (500,200) (288,200) (53,400)
Proceeds from issuance of common stock 3,800 630,200
Tax benefit from incentive stock option shares sold 68,900
__________ ___________ ____________
Net cash provided by (used for) financing activities 2,611,600 1,420,100 (1,208,600)
__________ ___________ ____________
Net increase (decrease) in cash 438,600 (209,700) 11,300
Cash at beginning of year 65,000 274,700 263,400
__________ ___________ ____________
Cash at end of year $ 503,600 $ 65,000 $ 274,700
__________ ___________ ____________
__________ ___________ ____________
Cash paid for interest $ 514,300 $ 189,800 $ 212,800
__________ ___________ ____________
__________ ___________ ____________
Cash paid for income taxes $ 234,300 $ 807,200 $ 973,200
__________ ___________ ____________
__________ ___________ ____________
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SURVIVAL TECHNOLOGY, INC.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Survival
Technology, Inc. and its wholly owned subsidiaries ("Company"). All
intercompany accounts and transactions are eliminated in consolidation.
INVENTORIES
Inventories relating to commercial and military products are stated at the
lower of cost (first-in, first-out) or market.
FIXED ASSETS AND DEPRECIATION
Fixed assets are stated at cost. The Company computes depreciation and
amortization under straight-line and accelerated methods using the following
estimated useful lives:
Furniture and equipment 2 to 15 years
Capital leases and leasehold improvements 4 to 20 years
In addition, the Company uses either the units of production method or the
straight line method over a 10-year life (whichever period is shorter) to
depreciate production molds and tooling over their estimated production life
cycle. Major additions and improvements including validation costs are
capitalized and ordinary repairs, maintenance, and renewals are expensed in
the year incurred. Gains or losses on the sale or retirement of fixed assets
result from the difference between sales proceeds and the assets' net book
value.
PATENTS AND LICENSES
Legal costs incurred in connection with patent applications and costs of
acquiring patents and licenses are capitalized and amortized on a
straight-line basis over the life of the patent (not to exceed seventeen
years) or license or over the period expected to be benefited, principally
over 5 to 20 years.
REVENUE RECOGNITION
Sales of medical products are recorded when shipments are made to customers.
Revenues from the U.S. Department of Defense industrial base maintenance
contract are recorded ratably throughout the contract term, which has been
extended through September 1996, with the exception of incidental product
sales which are recorded upon shipment to the customer.
<PAGE>
32
Revenues from license fees are recorded when the fees are due and
non-refundable. Revenues from research and development arrangements are
recognized in the period in which related work has been substantially
completed.
RESEARCH AND DEVELOPMENT
Research and development expenses are charged to operations in the period
incurred.
INCOME TAXES
On August 1, 1993, the Company adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109). The adoption of
SFAS 109, changed the Company's method of accounting for income taxes from
the deferred method to an asset and liability approach. Previously, the
Company deferred the past tax effects of timing differences between financial
reporting and taxable income. The asset and liability approach requires the
recognition of deferred tax assets and liabilities for expected future tax
consequences of temporary differences between carrying amounts and tax basis
of assets and liabilities.
There was no significant cumulative effect on the financial statements upon
the adoption of SFAS 109. Prior year's financial statements were not
restated.
NET INCOME PER COMMON SHARE
Net income per common share is computed on the weighted average number of
common and common equivalent shares outstanding which were as follows:
3,102,500 in 1995, 3,117,600 in 1994 and 3,091,500 in 1993. Stock options
are considered to be common equivalent shares when dilutive.
RECLASSIFICATION
Certain reclassifications have been made to the fiscal 1994 and 1993
financial statements in order to conform to the fiscal 1995 presentation.
<PAGE>
33
2. INVENTORIES
Inventories are comprised of the following:
<TABLE>
<CAPTION>
July 31 1995 1994
_______ ___________ ___________
<S> <C> <C>
Components and subassemblies $2,780,200 $1,739,200
Labor and overhead costs in process 605,100 835,500
Finished goods 674,800 498,400
___________ ___________
4,060,100 3,073,100
Inventory reserve (230,300) (277,800)
___________ ___________
$3,829,800 $2,795,300
___________ ___________
___________ ___________
</TABLE>
3. RESTRUCTURING CHARGE
During the fourth quarter of fiscal 1995, a restructuring plan was approved
by the Company's Board of Directors resulting in a $450,000 charge against
earnings. Certain organizational changes will be implemented during fiscal
1996 to streamline reporting relationships designed to provide a better
strategic focus within the Company. In addition, the Company is exploring
various alternatives relating to reducing occupancy costs at its corporate
headquarters in Rockville, MD. Additional restructuring charges for
severance payments will be recorded during fiscal 1996.
The following table sets forth the Company's restructuring charge for the
year ended July 31, 1995:
<TABLE>
<CAPTION>
Loss From Restructuring of Operations
_____________________________________
1995
________
<S> <C>
Corporate:
Relocation of facilities $450,000
________
________
</TABLE>
The following table sets forth the Company's restructuring reserve as of July
31, 1995:
<TABLE>
<CAPTION>
Restructuring Reserve
_____________________
1995
________
<S> <C>
Loss from restructuring charge $450,000
Cash Payments 0
Non-Cash Items 0
________
$450,000
________
________
</TABLE>
<PAGE>
34
4. SALE OF MEDICAL DEVICE DIVISION
On July 31, 1994, the Company sold substantially all of the assets (exclusive
of trade receivables) and the business of its Medical Device Division ("MDD")
to Brunswick Biomedical Corporation ("BBC") of Marlboro, Massachusetts. The
MDD designed, manufactured and marketed electronic heart monitoring devices
known as CardioBeeper-Registered Trademark- ECG transmitters
("CardioBeepers"). James H. Miller, president, chief executive officer and
director of the Company also is chairman, president, chief executive officer
and a shareholder of BBC.
The assets sold consisted primarily of business equipment, inventories of
CardioBeepers and related components, patents and customer account lists. In
consideration of the asset purchase, BBC paid the Company $2 million in cash
at the closing date with future payments not to exceed $1 million based on
net sales of the Division over the next five years. The proceeds of the sale
($2 million) were used to reduce current bank borrowings at July 31, 1994.
Royalty payments in fiscal 1995 aggregated $133,400. This sale was recorded
by the Company in the fourth quarter of its fiscal year ended July 31, 1994
resulting in a non-recurring pretax gain on disposal of $1,562,300 which
includes a provision for costs associated with the sale, including employee
severance costs and legal expenses. This nonrecurring gain is exclusive of
potential future payments. Revenues generated from this division in fiscal
1994 and 1993 were $1.9 million and $1.35 million, respectively.
5. ACQUISITION OF MEDIMECH ASSETS
On November 18, 1992, the Company acquired the principal assets of Medimech
International Limited ("Medimech"), a designer and manufacturer of
auto-injectors based in the United Kingdom for $1,524,200 in cash. In
addition, the Company will be required to make future payments for an
eight-year period equal to 7.5% of the net sales of Medimech products after
such sales exceed $3 million. There have been no additional payments made
through July 31, 1995. The acquisition was accounted for as a purchase.
The purchase of Medimech was financed in part through an arrangement with
E.M. Industries, Inc. ("EMI"), whose division, Center Laboratories, Inc.
("Center"), is the Company's exclusive distributor of EpiPen-Registered
Trademark- auto-injectors. EMI provided $1.2 million to the Company in
exchange for: 61,900 shares of the Company's common stock, a license fee
totalling $300,000 for the exclusive marketing rights to certain future
products under agreements to be negotiated and a $300,000 non-interest
bearing loan to be repaid through credits on future sales of EpiPen
auto-injectors by the Company to Center commencing January 1, 1993. The loan
was paid off in fiscal 1995 as repayments aggregated $132,400, $114,100 and
$53,500 in fiscal 1995, 1994 and 1993, respectively. The license fee was
recorded as revenue in the second quarter of fiscal 1993. The balance of the
purchase price was financed by the Company through internal sources.
<PAGE>
35
6. DEBT ACTIVITY
NOTE PAYABLE TO BANK
The Company has a revolving credit agreement ("Agreement") with Merrill Lynch
Business Financial Services, Inc. ("MLBFS") with a maximum commitment of $5
million. Outstanding borrowings under the Agreement totalled $3.9 million at
July 31, 1995 with an interest rate equal to the 30-day commercial paper rate
as published in the Wall Street Journal plus 265 basis points (8.48%)
compared with $1.3 million at July 31, 1994 with an interest rate of prime
plus 1/2% (7.75%). The agreement is collateralized by substantially all of
the Company's assets and general intangibles. Financial covenants under the
Agreement require the Company to maintain certain levels of tangible net
worth and debt to net worth ratios while limiting capital expenditures to no
more than $5 million in any one fiscal year. During the first quarter of
fiscal 1996, the Agreement was extended through September 1996 with the same
terms and conditions.
NOTE PAYABLE TO SYNTEX
On April 16, 1991, the Company signed a Loan Agreement (the "Loan Agreement")
pursuant to which Syntex Laboratories, Inc. ("Syntex") of Palo Alto,
California agreed to lend $5.4 million to the Company. Approximately $2.9
million of the loan proceeds were used to finance capital expenditures with
the balance of $2.5 million to finance working capital requirements. The
Company drew down on the capital expenditure portion of the Loan Agreement as
equipment was purchased. Principal repayments commenced August 1, 1991
through credits against amounts invoiced to Syntex for product delivered
under a Manufacturing and Packaging Agreement between the parties.
On November 30, 1992, the Company and Syntex agreed to terminate the
Manufacturing and Packaging Agreement effective February 15, 1993. As part
of this termination agreement, the repayment terms of the Loan Agreement were
modified to include an eighteen-month moratorium on the repayment of
principal beginning with the calendar quarter ended March 31, 1993 through
the calendar quarter ended June 30, 1994. The outstanding loan balance
(approximately $2.2 million) was non-interest bearing from January 1, 1993
through June 30, 1994 and effective July 1, 1994 began bearing interest at a
rate equal to that which the Company pays on its current commercial line of
credit facility. Principal payments resumed for the calendar quarter ended
September 30, 1994 at the minimum of $200,000 per quarter and aggregated
$800,000 in fiscal 1995 The loan is subject to acceleration upon the
occurrence of certain events.
The Loan Agreement is collateralized by approximately $6.5 million of
existing equipment and general intangibles. Any security interest that
Syntex may have on newly acquired equipment by the Company and all proceeds
thereof is subject and subordinate to the security interest of MLBFS.
<PAGE>
36
OTHER LONG-TERM DEBT
On May 23, 1995, the Company entered into a loan agreement with The CIT
Group/Equipment Financing, Inc. ("CIT") to assist in financing the Company's
capital investment programs. This arrangement will consist of a series of
loans for the acquisition of production molds, high speed component
preparation and filling equipment and facility renovations not to exceed a
maximum aggregate of $3 million. Loan proceeds in fiscal 1995 totalled
$1,046,100, of which $996,600 was outstanding at July 31, 1995 with an
interest rate of 9.2%. Terms include repayment of each loan in sixty (60)
equal monthly installments at a fixed interest rate equal to the Treasury
Yield (as published in the Wall Street Journal two business days prior to
closing on a loan amount) plus 247 basis points. The agreement with CIT is
collateralized by the assets financed with the loan proceeds. CIT's security
interest in such assets is subject and subordinate to the security interest
of Syntex.
Other long-term debt consisted of the following:
<TABLE>
<CAPTION>
July 31 1995 1994
_______ _________ _________
<S> <C> <C>
CIT Group/Equipment Financing, Inc. $ 996,600
Capital lease obligations (See Note 10) 393,200 $ 458,300
Note payable to EMI, non-interest bearing (See Note 5) 132,400
_________ _________
1,389,800 590,700
Less current portion 492,600 358,900
_________ _________
Other long-term debt $897,200 $231,800
_________ _________
_________ _________
</TABLE>
Minimum annual principal payments on other long-term debt, exclusive of
capitalized lease obligations, are as follows: 1996 - $176,700; 1997
- - $192,900; 1998 - $210,700; 1999 - $230,000; 2000 - $186,300. Capitalized
interest costs in fiscal 1995, 1994 and 1993 totalled $137,700, $130,100, and
$116,200, respectively.
7. STOCK OPTION PLANS
The Company has adopted two Stock Option Plans ("the Plans") which reserve
700,000 shares for the granting of options through 2001 and provide for
issuance of non-qualified stock options, incentive stock options, stock
appreciation rights, incentive shares and restricted stock.
Options granted to employees, officers and directors pursuant to the
Company's stock option plans generally have been exercisable in varying
amounts in cumulative annual installments up to ten years from the date of
grant. The exercise price on all options granted during the three years
ended July 31, 1995 was equivalent to the market value of the Company's stock
on the date of grant. At July 31, 1995, there were no stock appreciation
rights outstanding. During fiscal 1992, as part of an executive employment
agreement, the Company issued 7,500 restricted shares of common stock at
$0.10 par value ($18.50 per share fair market value), which was recorded as
compensation.
<PAGE>
37
These 7,500 shares were forfeited due to the employee's separation from the
Company during fiscal 1993 resulting in the reversal of compensation
previously recorded.
The following table summarizes the activity in the Company's stock options
during fiscal 1995, 1994 and 1993:
<TABLE>
<CAPTION>
Number of Shares 1995 1994 1993
________________ ____________ ____________ _____________
<S> <C> <C> <C>
Options outstanding
at beginning of year 269,200 169,400 177,900
Granted during the year 60,100 109,700 15,100
Exercised during the year 0 (400) (3,000)
Expired or terminated
during the year (24,300) (9,500) (20,600)
____________ ____________ _____________
Options outstanding
at end of year
Number of shares 305,000 269,200 169,400
Price per share $6.75-20.75 $6.75-20.75 $7.375-20.75
Aggregate price $3,205,300 $3,032,800 $2,466,200
Options reserved for
granting at end of year 109,100 156,000 263,100
Options exercised
during the year
Number of shares none 375 3,000
Price per share $10.125 $9.75-10.375
Aggregate price $3,800 $30,200
Fair value per share $12.75 $14.25-15.50
Aggregate fair value $4,800 $45,000
Options exercisable
at end of year 176,100 118,600 79,900
</TABLE>
The Estate of Stanley J. Sarnoff, the Companies late founder, holds options
to purchase up to 32,500 shares of the Company's common stock through
September 14, 2000 (as to 30,000 shares) and 2003 (as to 2,500 shares) at a
price of $9.875 and $10.78, respectively. The Company is obligated under
certain circumstances to register, under the Securities Act of 1933, shares
of the Company's stock owned by the Estate.
8. INCOME TAXES
As discussed in Note 1, the Company adopted Statement of Financial Accounting
Standards No. 109 (SFAS 109), "Accounting for Income Taxes." The adoption of
SFAS 109 changes the Company's method of accounting for income taxes from the
deferred method (APB 11) to an asset and liability approach. Previously the
Company deferred the past tax effects of timing differences between financial
reporting and taxable income. The asset and liability approach requires the
recognition of deferred tax liabilities and assets for the expected future
tax consequences of temporary differences between the carrying amounts and
the tax basis of other assets and liabilities.
<PAGE>
38
The provision for income taxes in fiscal 1995, 1994 and 1993 consists of:
<TABLE>
<CAPTION>
Year Ended July 31 1995 1994 1993
__________________ __________ __________ ___________
<S> <C> <C> <C>
Current:
Federal 220,000 $ 603,100 $1,008,100
State (3,200) 178,600 282,800
__________ __________ ___________
$ 216,800 781,700 1,290,900
__________ __________ ___________
Deferred:
Federal 26,900 588,200 (57,400)
State 5,900 72,100 (73,800)
__________ __________ ___________
32,800 660,300 (131,200)
__________ __________ ___________
$ 249,600 $1,442,000 $1,159,700
__________ __________ ___________
__________ __________ ___________
</TABLE>
The Company provides deferred taxes for temporary differences between the
book basis of assets and liabilities for financial reporting purposes and the
book basis of assets and liabilities for tax return purposes. The net
deferred tax liability is attributable to the following:
<TABLE>
<CAPTION>
July 31 1995 1994
_______ ____________ ____________
<S> <C> <C>
Inventory valuation $ 175,700 $ 364,200
Uniform inventory capitalization 370,300 290,700
Postretirement benefits 112,900 60,500
Deferred lease income 75,900
Vacation expenses 57,900 62,200
Restructuring charge 173,700
Other 64,500 70,500
____________ ____________
Gross deferred tax asset 1,030,900 848,100
____________ ____________
Depreciation (1,370,400) (1,214,200)
Patent costs (77,200)
Other (7,400) (25,200)
____________ ____________
Gross deferred tax liability (1,455,000) (1,239,400)
____________ ____________
Net deferred tax liability $ (424,100) $ (391,300)
____________ ____________
____________ ____________
</TABLE>
The benefit for deferred income taxes in fiscal 1993 resulted from the
following timing differences:
<TABLE>
<CAPTION>
Year Ended July 31 1993
__________________ ___________
<S> <C>
Inventory valuation $ (508,000)
Depreciation 36,100
Other items, net 71,100
Tax credits 269,600
___________
$ (131,200)
___________
___________
</TABLE>
<PAGE>
39
A reconciliation of the effective tax rate for fiscal 1995, 1994 and 1993 to
the U.S. Federal income tax rate is provided in the following tabulation:
<TABLE>
<CAPTION>
Year Ended July 31 1995 1994 1993
__________________ ______ _____ _____
<S> <C> <C> <C>
Statutory Federal tax rate 34.0% 34.0% 34.0%
State taxes, net of Federal
tax benefit 4.6% 4.6% 4.6%
Other (3.5%) 1.8%
______ _____ _____
Effective income tax rate 35.1% 40.4% 38.6%
______ _____ _____
______ _____ _____
</TABLE>
9. EMPLOYEE RETIREMENT PLANS
PENSION AND SAVINGS PLANS
The Company maintains a profit sharing thrift plan covering all full-time
employees not covered by a collective bargaining agreement. Annual
contributions by the Company under the plan may be made on the basis of
available retained earnings up to 6.6% of the base annual salary of all plan
participants. Plan benefit allocations are based on the participants'
average annual compensation. The Company accrued contributions of $50,000,
$75,000 and $120,000 in fiscal 1995, 1994 and 1993, respectively. As part of
this profit sharing thrift plan, eligible employees may elect to contribute
up to 12% of their base annual salary to the plan. The Company matches a
portion of employee contributions which amounted to $161,000, $129,100 and
$90,500 in fiscal 1995, 1994 and 1993, respectively.
The Company also made payments to pension plans for its full-time employees
in St. Louis, Missouri covered by a collective bargaining agreement.
Contributions to this plan aggregated $72,900, $76,900 and $115,700 in fiscal
1995, 1994 and 1993, respectively.
OTHER POSTRETIREMENT BENEFITS
The Company sponsors a postretirement benefit plan ("the Plan") to provide
certain medical and life insurance benefits to retirees, their spouses and
dependents. Employees terminated from active service after March 1992 who
are at least 60 years of age but no more than age 65, with 20 years service,
are eligible for medical coverage. Employees who terminated from active
service prior to April 1, 1992 who were at least 55 years of age, but no more
than age 65, with 10 years service, are eligible for medical and life
insurance coverage. Upon reaching age 65, Medicare becomes the retiree's
primary medical coverage. The Plan is contributory for medical benefits
based on the retiree's years of service and noncontributory for life
insurance benefits.
<PAGE>
40
On August 1, 1993, the Company adopted Statement of Financial Accounting
Standard No. 106 "Employee's Accounting of Postretirement Benefits Other Than
Pension" ("SFAS 106"). The Company had previously recorded the expense
associated with these benefits on a pay-as-you-go basis. Under SFAS 106, the
cost of providing retiree health care and life insurance benefits is
actuarially determined and accrued over the service period of an employee.
The unrecognized transition obligation upon adoption of the standard on
August 1, 1993, was $898,000. The Company has elected to amortize the
transition obligation on a straight-line basis over a twenty-year period.
The following table sets forth the Plan's funded status reconciled with the
amount included in deferred compensation in the balance sheet:
<TABLE>
<CAPTION>
July 31 1995 1994
_______ ___________ ___________
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $ 665,000 $ 234,000
Fully eligible and other Plan participants 554,000 775,000
___________ ___________
1,219,000 1,009,000
Plan assets at fair value 0
Unrecognized net loss (98,000)
Unrecognized transition obligation (808,000) (852,700)
___________ ___________
Accrued postretirement benefit cost $ 313,000 $ 156,300
___________ ___________
___________ ___________
</TABLE>
In fiscal year 1995, the Plan incurred an unrecognized net loss of $105,000
which the Company has elected to amortize on a straight-line basis over a
fifteen-year period.
Net periodic postretirement benefit cost included the following:
<TABLE>
<CAPTION>
Year ended July 31 1995 1994
__________________ ________ ________
<S> <C> <C>
Service cost-benefits attributed to service
during periods $ 53,000 $ 55,000
Interest cost on accumulated postretirement
benefit obligation 100,000 76,000
Actual return on Plan assets 0 0
Amortization of net loss 7,000
Amortization of transition obligation 45,000 45,000
________ ________
Net periodic postretirement benefit cost $205,000 $176,000
________ ________
________ ________
</TABLE>
For measurement purposes, a 10% annual rate of increase in cost of health
care was assumed for fiscal 1995; the rate was assumed to decrease gradually
to 5% by 2005 and remain at that level thereafter. The health care cost
trend rate assumption has a significant effect on the amounts reported. To
illustrate, increasing assumed health care cost by 1% in each year would
increase the accumulated postretirement benefit obligation as of July 31,
1995 by $193,000 and the aggregate of the service and interest cost
components of net periodic postretirement benefit cost by $45,000 for the
year ended July 31, 1995. The weighted average discount rate used in
determining the accumulated postretirement benefit obligation was 8%.
<PAGE>
41
10. COMMITMENTS AND CONTINGENCIES
LEASES
The Company has various commitments under capital and operating leases
through 2009 relating to computer hardware and software, its pharmaceutical
manufacturing facility and warehouses in St. Louis, Missouri, its facility in
the United Kingdom and administrative offices in Rockville, Maryland and St.
Louis, Missouri.
Future minimum rentals as of July 31, 1995 under noncancellable leases are as
follows:
<TABLE>
<CAPTION>
Capital Operating
Year Ending July 31 Leases Leases
___________________ _________ ___________
<S> <C> <C>
1996 $312,100 $ 799,000
1997 93,900 815,500
1998 2,100 801,300
1999 802,900
2000 802,900
Thereafter 2,254,700
_________ ___________
408,100 $ 6,276,300
___________
___________
Less amount representing
interest (imputed at 10.5%) (14,900)
_________
Capital lease obligation 393,200
Less current portion 266,500
_________
Long-term obligations $126,700
_________
_________
</TABLE>
These future minimum rentals do not include CPI adjustments to which some of
the leases are subject. The Company incurred rental expense of $773,400 in
1995, $728,300 in 1994 and $721,800 in 1993. During fiscal 1995, the Company
amortized $30,200 of lease incentives previously deferred in fiscal 1994 and
prior (aggregating $226,600) which were received in connection with a lease
for office space. These incentives are being amortized over the ten-year
life of the respective lease.
SALE/LEASEBACK OF CORPORATE HEADQUARTERS BUILDING
In connection with the December 1988 sale of the Company's former corporate
headquarters building in Bethesda, Maryland, the Company's obligations under
the Leasehold Deed of Trust ("Ground Lease") were assigned to and assumed by
the purchaser of the building. The Company remains contingently liable under
the Ground Lease. The annual commitment under the Ground Lease aggregated
$140,100 in 1995 (adjusted for increases in the Consumer Price Index) and
extends until the year 2042.
<PAGE>
42
LITIGATION
Lawsuits and claims are filed from time to time against the Company and its
subsidiaries in the ordinary course of business. Management of the Company,
after reviewing developments to date with legal counsel, is of the opinion
that the outcome of such matters will not have a material adverse effect on
the consolidated financial position or results of operations of the Company.
GOVERNMENT CONTRACT REVENUE
The Company's supply contracts with the Department of Defense ("DoD") are
subject to post-award audit and potential price redetermination. In the
opinion of management, adjustments, if any, on completed contracts would not
have a material adverse effect on the Company's consolidated financial
position or results of operations.
EMPLOYEE CONTRACTS
The Company entered into agreements with certain key employees which provide
for certain benefits should the employee be terminated within the term of the
agreement for other than specified reasons. The Company also entered into
agreements with certain other key employees which provide for certain
benefits should the employee be terminated within a two year period
subsequent to a change of control (as defined by the agreements) for other
than specified reasons. Benefits to be provided under these agreements
include continued life, disability, accident and health insurance coverage
for a period of two years and a severance payment up to 200% of the
employee's annual base compensation. Additionally, all stock options held by
the employee become immediately exercisable and any restrictions on transfer
of the Company's stock held by the employee shall lapse. These agreements
begin to expire in April 1996 out to December 1996 and renew for one-year
periods unless timely notice of non-renewal is given. The maximum contingent
liability under these agreements at July 31, 1995 aggregates $1.6 million.
11. CASH FLOWS
During fiscal 1995 and 1994, the Company entered into additional capital
leases for more computer hardware related to the new management information
system totalling $170,400 and $104,900 respectively.
During fiscal 1993, the Company entered into capital leases in conjunction
with the new management information system for computer hardware and software
totalling $632,300. No amortization expense was recorded in fiscal 1993 as
the computer system was still under development. As part of the termination
agreement with Syntex in fiscal 1993 (See Note 6), the note payable balance
to Syntex was reduced by $271,100 as payment to the Company for certain
inventory on-hand in excess of existing purchase orders and cancellation
charges.
<PAGE>
43
12. INDUSTRY SEGMENT INFORMATION
The Company has no significant foreign operations and operates in one
industry segment which includes the design, development, manufacture and sale
of medical products and related services, with a major focus on safe and
convenient participation by the patient in injection therapy.
Financial information relating to major customers and export sales follows:
<TABLE>
<CAPTION>
Year Ended July 31 1995 1994 1993
__________________ ___________ ___________ ____________
<S> <C> <C> <C>
Sales to major U.S. customers:
Center Laboratories, Inc. $ 9,756,700 $ 8,325,200 $ 5,384,600
U.S. Department of Defense 7,439,500 5,669,000 7,645,300
Bristol-Myers Squibb 1,592,700 3,042,000 3,571,300
Syntex Laboratories, Inc. 3,980,500
Development Contracts 2,264,700 2,862,700 1,797,700
Other 1,237,500 2,172,200 1,576,400
___________ ___________ ____________
22,291,100 22,071,100 23,955,800
___________ ___________ ____________
Export sales:
Contract Sales to the
Governments of Foreign
Countries 3,050,400 1,427,700 5,311,000
Other 145,300 1,357,700 808,100
___________ ___________ ____________
3,195,700 2,785,400 6,119,100
___________ ___________ ____________
Total net sales $25,486,800 $24,856,500 $30,074,900
___________ ___________ ____________
___________ ___________ ____________
</TABLE>
Substantially all export revenue consists of sales of automatic injectors to
the Government of Israel and sales of medical devices, primarily
CardioBeepers, to a company in Israel during fiscal years 1994 and 1993. The
Company extends credit to domestic customers and generally requires a letter
of credit for export sales.
14. OTHER LIABILITIES AND ACCRUED EXPENSES
Included in other liabilities and accrued expenses at July 31, 1995 and 1994
are costs related to accrued employee compensation totalling $444,100 and
$443,500, respectively.
<PAGE>
44
15. QUARTERLY OPERATING RESULTS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Quarter Ended
______________________________________
FISCAL YEAR 1995 Oct 31 Jan 31 Apr 30 Jul 31
________________ _______ _______ _______ ________
<S> <C> <C> <C> <C>
Net sales $ 4,967 $ 6,445 $ 5,592 $ 8,483
Cost of sales 3,216 4,671 3,693 5,648
_______ _______ _______ ________
Gross profit 1,751 1,774 1,899 2,835
Operating expenses (1) 1,677 1,696 1,616 2,380
_______ _______ _______ ________
Operating income 74 78 283 455
Other (expense) income, net (33) (41) (44) (62)
_______ _______ _______ ________
Income before income taxes 41 37 239 393
Provision for income taxes 16 13 85 136
_______ _______ _______ ________
Net income $ 25 $ 24 $ 154 $ 257
_______ _______ _______ ________
_______ _______ _______ ________
Net income per share $ .01 $ .01 $ .05 $ .08
_______ ________ ________ ________
_______ ________ ________ ________
FISCAL YEAR 1994 Oct 31 Jan 31 Apr 30 Jul 31
________________ _______ _______ _______ ________
Net sales $ 6,685 $ 6,289 $ 6,048 $ 5,835
Cost of sales 4,067 3,640 4,226 4,267
_______ ________ ________ ________
Gross profit 2,618 2,649 1,822 1,568
Operating expenses 1,732 1,859 1,631 1,507
_______ ________ ________ ________
Operating income 886 790 191 61
Gain on sale of Medical Device Division 1,562
Other (expense) income, net (18) 31 (22) 90
_______ ________ ________ ________
Income before income taxes 868 821 169 1,713
Provision for income taxes 317 320 66 739
_______ ________ ________ ________
Net income $ 551 $ 501 $ 103 $ 974
_______ ________ ________ ________
_______ ________ ________ ________
Net income per share $ .18 $ .16 $ .03 $ .31
_______ ________ ________ ________
_______ ________ ________ ________
</TABLE>
(1) During the quarter ended July 31, 1995, the Company recorded a
restructuring charge of $450,000 which increased operating expenses
accordingly.
<PAGE>
45
ITEM 8. CONTINUED:
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
Survival Technology, Inc.
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a) (1) and (2) on pages 46 and 47 present fairly, in
all material respects, the financial position of Survival Technology, Inc.
and its subsidiaries at July 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period
ended July 31, 1995, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Washington, DC
October 27, 1995
<PAGE>
46
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has never filed a Current Report on Form 8-K reporting a change
of accountants because of a disagreement on any matter of accounting
principles or practices or financial statement disclosure or otherwise.
PART III
ITEMS 10. THROUGH 13.
Information required by Part III (Items 10 through 13) of this Form 10-K is
incorporated by reference to the Company's definitive Proxy Statement for the
Annual Meeting of Shareholders scheduled to be held on January 9, 1996, which
will be filed with the Securities and Exchange Commission not later than 120
days after the end of the fiscal year to which this report relates.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
FORM 8-K
(a) The following documents are filed with or incorporated
by reference as part of this report:
1. Financial Statements:
Consolidated Balance Sheets at July 31, 1995 and July 31, 1994
Consolidated Statements of Income for the years ended July 31, 1995,
July 31, 1994 and July 31, 1993.
Consolidated Statements of Shareholders' Equity for the years ended
July 31, 1995, July 31, 1994 and July 31, 1993.
Consolidated Statements of Cash Flows for the years ended July 31,
1995, July 31, 1994 and July 31, 1993.
Notes to Consolidated Financial Statements
Report of Independent Accountants
The above-listed financial statements are included in Item 8 to this
Form 10-K.
<PAGE>
47
2. Financial Statement Schedules:
The following financial statement schedules immediately follow the
signatures to this report:
Schedule V - Property and Equipment
Schedule VI - Accumulated Depreciation and Amortization
of Property and Equipment
Schedule VIII - Valuation and Qualifying Accounts and
Reserves
All other schedules are omitted because they are immaterial,
not applicable or the required information is shown in the
consolidated financial statements or the notes thereto.
3. Exhibits:
Exhibit No. Description of Exhibit
__________ __________________________________________________________________
(2.1) Asset Purchase Agreement dated July 31, 1994 between Survival
Technology, Inc. and Brunswick Biomedical Corporation.
Incorporated by reference to Exhibit (2.1) to the Company's Annual
Report on Form 10-K for the year ended July 31, 1994.
(3.1) The Company's Bylaws (As Amended). Incorporated by reference to
Exhibit (3.1) to the Company's Annual Report on Form 10-K for the
year ended July 31, 1990.
(3.2) The Company's Articles of Incorporation (As Amended).
Incorporated by reference to Exhibit (3.2) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1987
(File No. 0-5958).
(10.1) Indenture of Lease, dated January 1, 1982, between Survival
Technology, Inc. and Abraham M. Morrison. Incorporated by
reference to Exhibit (10.1) to the Company's Annual Report
on Form 10-K for the year ended July 31, 1988 (File No. 0-5958).
(10.2) Revolving Credit Agreement dated November 4, 1993 between
Merrill Lynch Financial Business Services, Inc. and the Company.
Incorporated by reference to Exhibit (10.2) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1994.
(10.2.1) Revolving Credit Extension Agreement dated October 2, 1995 between
Merrill Lynch Financial Business Services, Inc. and the Company.
Filed herewith.
<PAGE>
48
(10.3.1) Registration Rights Agreement dated September 14, 1990 made by the
Company in favor of Robert E. Herzstein as Personal Representative
of the Estate of Stanley J. Sarnoff. Incorporated by reference to
Exhibit (10.2.3) to the Company's Annual Report on Form 10-K for
the year ended July 31, 1990.
(10.3.2) Option Agreement dated September 14, 1990 made by the Company in
favor of Robert E. Herzstein as Personal Representative of the
Estate of Stanley J. Sarnoff. Incorporated by reference to Exhibit
(10.2.2) to the Company's Annual Report and Form 10-K for the year
ended July 31, 1990.
(10.3.3) Option Agreement Amendment dated September 14, 1993 made by the
Company in favor of Robert E. Herzstein as Personal Representative
of the Estate of Stanley J. Sarnoff. Incorporated by reference to
Exhibit (10.3.3) to the Company's Annual Report and Form 10-K for
the year ended July 31, 1994.
(10.4) Survival Technology, Inc., 1982 Stock Option Plan. Incorporated by
reference to Exhibit (4.4) to Registration Statement No. 2-80908 on
Form S-8.
(10.5) Survival Technology, Inc. 1986 Stock Option Plan (As Amended).
Incorporated by reference to Exhibit (4.2) to Registration
Statement No. 33-46981 on Form S-8.
(10.6) Contract DLA120-93-D-1021 dated November 17, 1992 between
the U. S. Government (Defense Personnel Support Center) and
the Company. Incorporated by reference to Exhibit (10.5) to
the Company's Annual Report on Form 10-K for the year ended
July 31, 1993.
(10.6.1) Contract DLA 120-94-D-1021 modification No. P00009 dated
September 27, 1994 between the U.S. Government (Defense Personnel
Support Center) and the Company. Incorporated by reference to
Exhibit (10.6.2) to the Company's Annual Report on Form 10-K for
the year ended July 31, 1994.
(10.7) Agreement dated as of January 1, 1987 between Center Laboratories,
a division of EM Industries, Inc. and the Company. Incorporated
by reference to Exhibit (10.11) to the Company's Annual Report on
Form 10-K for the year ended July 31, 1988 (File No. 0-5958).
(10.7.1) Letter Agreement dated as of January 31, 1990 between Center
Laboratories, a division of EM Industries, Inc. and the Company.
Incorporated by reference to Exhibit (10.10.1) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1990.
<PAGE>
49
(10.7.2) Investment Agreement dated November 12, 1992 between Survival
Technology, Inc. and EM Industries, Inc. Incorporated by
reference to Exhibit (10.7.2) to the Company's Annual Report on
Form 10-K for the year ended July 31, 1994.
(10.8) Agreement dated June 23, 1981 between Survival Technology, Inc.
and American Home Products Corporation. Incorporated by reference
to Exhibit (10.12) to the Company's Annual Report on Form 10-K for
the year ended July 31, 1988 (File No. 0-5958).
(10.8.1) License Agreement dated April 20, 1982 between Survival
Technology, Inc. and American Home Products Corporation.
Incorporated by reference to Exhibit (10.12.1) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1988
(File No. 0-5958).
(10.8.2) Supply Agreement dated August 3, 1993 between Survival
Technology, Inc. and Wyeth-Ayerst Laboratories (A Division of
American Home Products Corporation). Incorporated by reference
to Exhibit (10.7.2) to the Company's Annual Report on Form 10-K
for the year ended July 31, 1993.
(10.9) License and Supply Agreement dated January 31, 1989 between
Bristol-Myers U.S. Pharmaceutical and Nutritional Group and
the Company. Incorporated by reference to Exhibit (10.13)
to the Company's Annual Report on Form 10-K for the year
ended July 31, 1989.
(10.10) Loan Agreement dated April 16, 1991 between Syntex
Laboratories, Inc. and the Company. Incorporated by reference
to Exhibit (10.11.1) to the Company's Current Report on Form 8-K
dated April 16, 1991.
(10.10.1) Agreement dated November 25, 1993 between Survival Technology, Inc.
and Syntex Laboratories, Inc. with respect to the termination
of the March 1, 1989 Manufacturing and Packaging Agreement.
Incorporated by reference to Exhibit (10.9.2) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1993.
(10.11) License and Manufacturing Agreement between Lotus Biochemical
Corporation and Survival Technology, Inc. dated July 27, 1993.
Incorporated by reference to Exhibit (10.10) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1993.
(10.12) Development, Manufacturing and Supply Agreement between Mylan
Laboratories, Inc. and Survival Technology, Inc. dated August 31,
1993. Incorporated by reference to Exhibit (10.11) to the
Company's Annual Report on Form 10-K for the year ended July 31,
1993.
<PAGE>
50
(10.12.1) Development, Manufacturing and Supply Amendment Agreement dated
July 28, 1994 between Mylan Laboratories, Inc. and Survival
Technology, Inc. Incorporated by reference to Exhibit (10.12.1)
to the Company's Annual Report on Form 10-K for the year ended
July 31, 1994.
(10.13) Lease Agreement dated August 26, 1991 between Pru Beta 2 and the
Company. Incorporated by reference to Exhibit (10.12) to the
Company's Annual Report on Form 10-K for the year ended July 31,
1991.
(10.14) Employment Agreement dated March 2, 1993 between James H. Miller
and the Company. Incorporated by reference to Exhibit (10.13)
to the Company's Annual Report on Form 10-K for the year ended
July 31, 1993.
(10.14.1) Employment Agreement dated January 28, 1994 between Jeffrey W.
Church and the Company. Incorporated by reference to
Exhibit (10.14.1) to the Company's Annual Report on Form 10-K
for the year ended July 31, 1994.
(10.14.2) Employment Agreement dated January 28, 1994 between Glenn F.
Wickes and the Company. Incorporated by reference to
Exhibit (10.14.2) to the Company's Annual Report on Form 10-K
for the year ended July 31, 1994.
(10.14.3) Change in Control Agreement dated November 15, 1993 between
O. Napoleon Monroe and the Company. Incorporated by reference to
Exhibit (10.14.3) to the Company's Annual Report on Form 10-K for
the year ended July 31, 1994.
(10.15) Commitment letter dated May 4, 1995 between The CIT Group/
Equipment Financing, Inc. and the Company. Filed herewith.
(22) A list of the Company's subsidiaries is not provided because they,
considered in the aggregate as a single subsidiary, would not
constitute a significant subsidiary as of the end of the year
covered by this report.
(24) Consent of Independent Accountants. Filed herewith.
(27) Financial Data Schedule
(b) Reports on Form 8-K:
There were no Current Reports on Form 8-K filed by the Registrant
during the three months ended July 31, 1995.
<PAGE>
51
SIGNATURES
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.
SURVIVAL TECHNOLOGY, INC.
_________________________
(Registrant)
By /S/JAMES H. MILLER
__________________
James H. Miller
President & CEO
Dated: October 30, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
/S/ROBERT HERZSTEIN Chairman of the Board October 30, 1995
____________________
Robert Herzstein
/S/JAMES H. MILLER President and Director October 30, 1995
____________________
James H. Miller (Principal Executive
Officer)
/S/JEFFREY W. CHURCH Senior Vice President, Finance October 30, 1995
____________________
Jeffrey W. Church (Principal Financial and
Accounting Officer)
/S/DONALD M. SPERO Director October 30, 1995
____________________
Donald M. Spero
/S/PAUL H. WAY Director October 30, 1995
____________________
Paul H. Way
<PAGE>
52
FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
SCHEDULE V
SURVIVAL TECHNOLOGY, INC.
PROPERTY AND EQUIPMENT
Balance at Balance at
Beginning Additions at End
Classification of Period at Cost Retirements Dispositions Transfers of Period
______________ __________ ____________ ___________ ____________ ___________ ___________
<S> <C> <C> <C> <C> <C>
For the year ended
July 31, 1993
__________________
Furniture and equipment $ 9,829,300 $ 826,600(1) $ $ $1,596,900 $12,252,800
Leasehold improvements 2,788,600 22,100 (43,800) 2,766,900
Construction in progress 2,392,700 2,206,000 (1,596,900) 3,001,800
___________ ____________ ___________ ____________ ___________ ___________
$15,010,600 $3,054,700 $ -0- $ (43,800) $ -0- $18,021,500
___________ ____________ ___________ ____________ ___________ ___________
___________ ____________ ___________ ____________ ___________ ___________
For the year ended
July 31, 1994
__________________
Furniture and equipment $12,252,800 $ 515,600 $ $ (274,600)(2) $1,629,800 $14,123,600
Leasehold improvements 2,766,900 70,600 563,300 3,400,800
Construction in progress 3,001,800 2,586,600 (2,193,100) 3,395,300
___________ ____________ ___________ ____________ ___________ ___________
$18,021,500 $3,172,800 $ -0- $ (274,600) $ -0- $20,919,700
___________ ____________ ___________ ____________ ___________ ___________
___________ ____________ ___________ ____________ ___________ ___________
For the year ended
July 31, 1995
__________________
Furniture and equipment $14,123,600 $ 512,500 $ $ (136,200) $ 889,100 $15,389,000
Leasehold improvements 3,400,800 5,700 2,213,300 5,619,800
Construction in progress 3,395,300 3,279,600 (3,102,400) 3,572,500
___________ ____________ ___________ ____________ ___________ ___________
$20,919,700 $3,797,800 $ -0- $ (136,200) $ -0- $24,581,300
___________ ____________ ___________ ____________ ___________ ___________
___________ ____________ ___________ ____________ ___________ ___________
</TABLE>
(1) Includes $100,000 of equipment purchased in connection with Medimech
asset acquisition.
(2) Includes $94,100 of Medical Device equipment sold to Brunswick Biomedical
Corporation
<PAGE>
53
<TABLE>
<CAPTION>
SCHEDULE VI
SURVIVAL TECHNOLOGY, INC.
ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY AND EQUIPMENT
Additions
Balance at Charged to Balance
Beginning Cost and at End
Classification of Period Expenses Retirements Dispositions of Period
______________ __________ __________ ___________ ____________ ___________
<S> <C> <C> <C> <C> <C>
For the year ended
July 31, 1993
__________________
Furniture and equipment $5,152,400 $ 824,300 $ $ $ 5,976,700
Leasehold improvement 2,040,100 215,800 (11,900) 2,244,000
__________ __________ ___________ ____________ ___________
$7,192,500 $1,040,100 $ -0- $ (11,900) $ 8,220,700
__________ __________ ___________ ____________ ___________
__________ __________ ___________ ____________ ___________
For the year ended
July 31, 1994
__________________
Furniture and equipment $5,976,700 $ 819,300 $ $ (171,500) $ 6,624,500
Leasehold improvement 2,244,000 158,500 2,402,500
__________ __________ ___________ ____________ ___________
$8,220,700 $ 977,800 $ -0- $ (171,500) $ 9,027,000
__________ __________ ___________ ____________ ___________
__________ __________ ___________ ____________ ___________
For the year ended
July 31, 1995
__________________
Furniture and equipment $6,624,500 $1,228,000 $ $ (136,200) $ 7,716,300
Leasehold improvements 2,402,500 253,600 2,656,100
__________ __________ ___________ ____________ ___________
$9,027,000 $1,481,600 $ -0- $ (136,200) $10,372,400
__________ __________ ___________ ____________ ___________
__________ __________ ___________ ____________ ___________
</TABLE>
<PAGE>
54
<TABLE>
<CAPTION>
SCHEDULE VIII
SURVIVAL TECHNOLOGY, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Additions
Balance at Charged to Balance
Beginning Costs and Write-off at End
of Period Expenses Deductions of Period
__________ __________ __________ __________
<S> <C> <C> <C> <C>
For the year ended
July 31, 1993
__________________
Allowance for doubtful accounts $ 201,200 $ (20,000) $ 3,700 $ 177,500
__________ __________ __________ __________
__________ __________ __________ __________
Inventory reserves $ 519,400 $ 180,000 $ 463,500 $ 235,900
__________ __________ __________ __________
__________ __________ __________ __________
For the year ended
July 31, 1994
__________________
Allowance for doubtful accounts $ 177,500 $ 31,100 $ 178,600 $ 30,000
__________ __________ __________ __________
__________ __________ __________ __________
Inventory reserves $ 235,900 $ 82,000 $ 40,100 $ 277,800
__________ __________ __________ __________
__________ __________ __________ __________
For the year ended
July 31, 1995
__________________
Allowance for doubtful accounts $ 30,000 $ 144,300 $ 161,300 $ 13,000
__________ __________ __________ __________
__________ __________ __________ __________
Inventory reserves $ 277,800 $ 308,400 $ 355,900 $ 230,300
__________ __________ __________ __________
__________ __________ __________ __________
</TABLE>
<PAGE>
SURVIVAL TECHNOLOGY, INC.
EXHIBIT INDEX
FORM 10-K
FOR THE FISCAL YEAR ENDED JULY 31, 1995
Exhibit No. Description of Exhibit
__________ ___________________________________________________________________
(2.1) Asset Purchase Agreement dated July 31, 1994 between Survival
Technology, Inc. and Brunswick Biomedical Corporation.
Incorporated by reference to Exhibit (2.1) to the Company's Annual
Report on Form 10-K for the year ended July 31, 1994.
(3.1) The Company's Bylaws (As Amended). Incorporated by reference to
Exhibit (3.1) to the Company's Annual Report on Form 10-K for the
year ended July 31, 1990.
(3.2) The Company's Articles of Incorporation (As Amended). Incorporated
by reference to Exhibit (3.2) to the Company's Annual Report on
Form 10-K for the year ended July 31, 1987 (File No. 0-5958).
(10.1) Indenture of Lease, dated January 1, 1982, between Survival
Technology, Inc. and Abraham M. Morrison. Incorporated by
reference to Exhibit (10.1) to the Company's Annual Report on
Form 10-K for the year ended July 31, 1988 (File No. 0-5958).
(10.2) Revolving Credit Agreement dated November 4, 1993 between Merrill
Lynch Financial Business Services, Inc. and the Company.
Incorporated by reference to Exhibit (10.2) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1994.
(10.2.1) Revolving Credit Extension Agreement dated October 2, 1995 between
Merrill Lynch Financial Business Services, Inc. and the Company.
Filed herewith.
<PAGE>
(10.3.1) Registration Rights Agreement dated September 14, 1990 made by the
Company in favor of Robert E. Herzstein as Personal Representative
of the Estate of Stanley J. Sarnoff. Incorporated by reference to
Exhibit (10.2.3) to the Company's Annual Report on Form 10-K for
the year ended July 31, 1990.
(10.3.2) Option Agreement dated September 14, 1990 made by the Company in
favor of Robert E. Herzstein as Personal Representative of the
Estate of Stanley J. Sarnoff. Incorporated by reference to
Exhibit (10.2.2) to the Company's Annual Report and Form 10-K for
the year ended July 31, 1990.
(10.3.3) Option Agreement Amendment dated September 14, 1993 made by the
Company in favor of Robert E. Herzstein as Personal Representative
of the Estate of Stanley J. Sarnoff. Incorporated by reference to
Exhibit (10.3.3) to the Company's Annual Report and Form 10-K for
the year ended July 31, 1994.
(10.4) Survival Technology, Inc., 1982 Stock Option Plan. Incorporated by
reference to Exhibit (4.4) to Registration Statement No. 2-80908 on
Form S-8.
(10.5) Survival Technology, Inc. 1986 Stock Option Plan (As Amended).
Incorporated by reference to Exhibit (4.2) to Registration Statement
No. 33-46981 on Form S-8.
(10.6) Contract DLA120-93-D-1021 dated November 17, 1992 between the U. S.
Government (Defense Personnel Support Center) and the Company.
Incorporated by reference to Exhibit (10.5) to the Company's Annual
Report on Form 10-K for the year ended July 31, 1993.
(10.6.1) Contract DLA 120-94-D-1021 modification No. P00009 dated
September 27, 1994 between the U.S. Government (Defense Personnel
Support Center) and the Company. Incorporated by reference to
Exhibit (10.6.2) to the Company's Annual Report on Form 10-K for
the year ended July 31, 1994.
(10.7) Agreement dated as of January 1, 1987 between Center Laboratories,
a division of EM Industries, Inc. and the Company. Incorporated
by reference to Exhibit (10.11) to the Company's Annual Report on
Form 10-K for the year ended July 31, 1988 (File No. 0-5958).
(10.7.1) Letter Agreement dated as of January 31, 1990 between Center
Laboratories, a division of EM Industries, Inc. and the Company.
Incorporated by reference to Exhibit (10.10.1) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1990.
<PAGE>
(10.7.2) Investment Agreement dated November 12, 1992 between Survival
Technology, Inc. and EM Industries, Inc. Incorporated by
reference to Exhibit (10.7.2) to the Company's Annual Report on
Form 10-K for the year ended July 31, 1994.
(10.8) Agreement dated June 23, 1981 between Survival Technology, Inc.
and American Home Products Corporation. Incorporated by reference
to Exhibit (10.12) to the Company's Annual Report on Form 10-K for
the year ended July 31, 1988 (File No. 0-5958).
(10.8.1) License Agreement dated April 20, 1982 between Survival
Technology, Inc. and American Home Products Corporation.
Incorporated by reference to Exhibit (10.12.1) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1988
(File No. 0-5958).
(10.8.2) Supply Agreement dated August 3, 1993 between Survival
Technology, Inc. and Wyeth-Ayerst Laboratories (A Division of
American Home Products Corporation). Incorporated by reference
to Exhibit (10.7.2) to the Company's Annual Report on Form 10-K
for the year ended July 31, 1993.
(10.9) License and Supply Agreement dated January 31, 1989 between
Bristol-Myers U.S. Pharmaceutical and Nutritional Group and the
Company. Incorporated by reference to Exhibit (10.13) to the
Company's Annual Report on Form 10-K for the year ended July 31,
1989.
(10.10) Loan Agreement dated April 16, 1991 between Syntex
Laboratories, Inc. and the Company. Incorporated by reference
to Exhibit (10.11.1) to the Company's Current Report on Form 8-K
dated April 16, 1991.
(10.10.1) Agreement dated November 25, 1993 between Survival Technology, Inc.
and Syntex Laboratories, Inc. with respect to the termination of
the March 1, 1989 Manufacturing and Packaging Agreement.
Incorporated by reference to Exhibit (10.9.2) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1993.
(10.11) License and Manufacturing Agreement between Lotus Biochemical
Corporation and Survival Technology, Inc. dated July 27, 1993.
Incorporated by reference to Exhibit (10.10) to the Company's
Annual Report on Form 10-K for the year ended July 31, 1993.
(10.12) Development, Manufacturing and Supply Agreement between Mylan
Laboratories, Inc. and Survival Technology, Inc. dated August 31,
1993. Incorporated by reference to Exhibit (10.11) to the
Company's Annual Report on Form 10-K for the year ended July 31,
1993.
<PAGE>
(10.12.1) Development, Manufacturing and Supply Amendment Agreement dated
July 28, 1994 between Mylan Laboratories, Inc. and Survival
Technology, Inc. Incorporated by reference to Exhibit (10.12.1)
to the Company's Annual Report on Form 10-K for the year ended
July 31, 1994.
(10.13) Lease Agreement dated August 26, 1991 between Pru Beta 2 and the
Company. Incorporated by reference to Exhibit (10.12) to the
Company's Annual Report on Form 10-K for the year ended July 31,
1991.
(10.14) Employment Agreement dated March 2, 1993 between James H. Miller
and the Company. Incorporated by reference to Exhibit (10.13)
to the Company's Annual Report on Form 10-K for the year ended
July 31, 1993.
(10.14.1) Employment Agreement dated January 28, 1994 between Jeffrey W.
Church and the Company. Incorporated by reference to
Exhibit (10.14.1) to the Company's Annual Report on Form 10-K
for the year ended July 31, 1994.
(10.14.2) Employment Agreement dated January 28, 1994 between Glenn F.
Wickes and the Company. Incorporated by reference to
Exhibit (10.14.2) to the Company's Annual Report on Form 10-K
for the year ended July 31, 1994.
(10.14.3) Change in Control Agreement dated November 15, 1993 between
O. Napoleon Monroe and the Company. Incorporated by reference to
Exhibit (10.14.3) to the Company's Annual Report on Form 10-K for
the year ended July 31, 1994.
(10.15) Commitment letter dated May 4, 1995 between The CIT Group/
Equipment Financing, Inc. and the Company. Filed herewith.
(22) A list of the Company's subsidiaries is not provided because they,
considered in the aggregate as a single subsidiary, would not
constitute a significant subsidiary as of the end of the year
covered by this report.
(24) Consent of Independent Accountants. Filed herewith.
(27) Financial Data Schedule
(b) Reports on Form 8-K:
There were no Current Reports on Form 8-K filed by the Registrant
during the three months ended July 31, 1995.
<PAGE>
EXHIBIT 10.2.1 Merrill Lynch
33 West Monroe Street
Chicago, Illinois 60603
312-269-4460
FAX 312-201-0210
William C. Bullock III
Credit Services Account Manager
Survival Technology, Inc.
2275 Research Boulevard
Rockville, MD 20850
Attn: Mr. Jeffrey W. Church
RE: WORKING CAPITAL MANAGEMENT ACCOUNT ("WCMA") No. 713-07E53
Ladies and Gentlemen:
It is our pleasure to inform you that we have approved an extension of your
WCMA Line of Credit.
As extended, the new Maturity Date for your WCMA Line of Credit will be
September 30, 1996, with all other terms and conditions of our agreements
remaining unchanged.
In connection with this extension, a $25,000.00 fee will be charged to your
WCMA account.
With so many institutions offering financial services today, we realize that
you have a choice and we thank you for choosing Merrill Lynch. You are a
very important client to us and we hope that the WCMA Line of Credit has
provided better control of your working capital and helped enhance your
company's bottom line. In addition to the WCMA Line of Credit, Merrill Lynch
offers a broad range of products and services to our business clients
including:
Term Financing: Equipment Purchases, Fixed Asset Acquisitions and ESOP
Financing;
Business Advisory Services: Business Valuations, Private Placements,
ESOP Advisory, Acquisition Advisory and Sale of Business; and
Business Investment Services: Strategies for Short-term and
Intermediate-term investments.
Again, we are pleased to provide you with an extension of your WCMA Line of
Credit and would enjoy discussing additional business services with you in
greater detail. Should you have any questions regarding the above mentioned
items, please contact Paul Conroy at (202) 429-4651 or myself at the number
listed above.
Sincerely,
/s/ Willian C. Bullock III
- ---------------------------
William C. Bullock III
cc: Pack Fanchor - MLPF&S - Washington, DC
Paul Conroy - MLBFS - Washington, DC
<PAGE>
The CIT Group/ EXHIBIT 10.15
Industrial Financing
650 CIT Drive
P.O. Box 490
Livingston, NJ 07039-0490
201-740-5200
May 4, 1995
Ms. Christina D'Erasmo
Survival Technology, Inc.
2275 Research Boulevard, Ste. 100
Rockville, MD 20850
Dear Chris:
It is our pleasure to confirm the commitment of The CIT Group/Equipment
Financing, Inc. (CIT) to make loans to Survival Technology, Inc. (Borrower)
up to an aggregate principal sum of Three Million Dollars ($3,000,000.00),
for the purpose of enabling Borrower to acquire the Equipment described
below. This commitment letter replaces and supersedes the commitment letter,
dated March 21, 1995, addressed to William Rich, and accepted on April 8,
1995, on behalf of Borrower by Jeffrey W. Church. Our commitment is subject
to the following terms and conditions.
1. AMOUNT
The maximum aggregate amount of the loans will be the sum of $3,000,000.00
representing one hundred percent (100%) of the Borrower's invoice cost
including freight and taxes for the Equipment described in Paragraph 2.
2. EQUIPMENT/COLLATERAL
The Equipment to be purchased will consist of the following items:
Production Molds, Equipment and Facility renovations.
Our loan will be collateralized by a valid and perfected first security
interest in the above-mentioned Equipment, and such Equipment shall not
to be subject to any junior security interests, except for the security
interest granted pursuant to the Merrill Lynch agreement referred to in
Paragraph 3 hereof, which security interest shall be subordinated to
ours in a manner satisfactory to us.
3. OTHER TERMS AND CONDITIONS
Our commitment herein to make any loans that exceed $1,500,000 in the
aggregate is contingent upon our receipt from a participant/assignee of
funds to purchase a participation interest in our loans or an assignment
of such loans, in the amount of such excess.
Our loan documents will contain as an event of default the existence of
an uncured or unwaived default under the WCMA Note, Loan and Security
Agreement, dated November 4, 1993, between Merrill Lynch Business
Financial Services Inc. and Borrower, as supplemented by a Letter
Agreement, dated October 7, 1994.
4. RATE OF INTEREST
Each loan, prior to maturity, shall bear interest at a rate equal to the
Treasury Yield (as defined below) plus 247 Basis Points. Interest shall
be computed on the basis of a year of 360 days. The Treasury Yield shall
mean the yield, as published in The Wall Street Journal on the day prior
to the business day immediately prior to the closing date of each loan
(or if such day is not a day on which The Wall Street Journal is
published, then on the previous day), of the United States Treasury
fixed rate security (i.e., a Treasury bond, note or bill, but excluding
any such security (a) which can be surrendered at the option of the
holder at face value in payment of any federal estate tax or (b) which
provides tax benefits to the holder, other than withholding tax benefits
for non-resident aliens or (c) which was issued at a discount) maturing
in the same month and year as the loan. In the event that more than one
such security is listed, then the Treasury Yield shall equal the highest
of such yields. In the event that no such security is listed for such
month, then the Treasury Yield shall equal the highest of the yields of
such securities maturing in the month or months closest to such month.
<PAGE>
5. REPAYMENT
Each loan shall be repayable in sixty (60) consecutive equal monthly
installments of principal and interest, the first of said monthly
installments being due and payable thirty (30) days following the
closing date of such loan, and one on the same day of each and every
month thereafter until all are fully paid. Payments shall be applied
first to interest upon the unpaid principal balance of the loan, and any
amount remaining after payment of interest shall be applied in reduction
of the principal.
6. ADVANCES
Borrower shall provide to CIT all invoices and checks for any Equipment
that it has paid in full for and would like to have reimbursed. Any
Equipment that is being funded must be fully installed and accepted.
There is a minimum loan amount of $250,000.00.
7. DOCUMENTATION
(a) The loans will be evidenced and secured by a note and security
agreement on the standard forms generally used by CIT.
(b) Borrower shall furnish to CIT UCC-1's and manufacturer's original
invoices for each unit of Equipment.
(c) All loan documentation must be reviewed and approved (as to form
and substance) by CIT and its counsel prior to closing.
8. INSURANCE
Borrower shall furnish to CIT a certified copy of an insurance policy
in a minimum amount at least equal to the purchase price of all of the
Equipment, insuring, against any loss to the Equipment by reason of
collision, fire, theft and the other coverages usually afforded by an
ACV endorsement, such policy of insurance to be in form and issued by
a company reasonably satisfactory to CIT, containing such other
endorsements as CIT may reasonably require (including, without
limitation, an endorsement to the effect that the liability of the
insurance company to CIT, as mortgagee, will not be diminished or
impaired by any act or neglect of the Borrower), and with a long
form loss payable endorsement in favor of CIT.
All required policies of insurance (and any endorsements, renewals, or
replacements thereof) shall contain the written obligation on the part
of the insurance company to notify CIT at least thirty (30) days prior
to any termination, cancellation, or material amendment of its policy,
with opportunity by CIT to cure any nonpayment.
9. PREPAYMENT
Prepayment is allowed per Early Termination Table.
10. COMMITMENT FEE AND APPLICATION OF CERTAIN PAYMENTS
In consideration of CIT's commitment, the Borrower agrees to pay a
Commitment Fee to CIT of Five Thousand Dollars ($5,000.00). Said
Commitment Fee is non-refundable whether or not the loan is closed for
any reason whatsoever, except as provided in Paragraph 15 hereof.
Borrower further expressly acknowledges that such Commitment Fee is fair
and reasonable compensation for this commitment, considering the
condition of the money market, the prevailing interest rates, the credit
worthiness of the Borrower, the likelihood of the loan being made, the
interest rate, and the other terms contained herein.
CIT acknowledges receipt from Borrower of two payments, $5,000.00 (in
connection with the superseded commitment letter) and $15,000.00. Of
the total of these amounts, $5,000 will be applied as the above
referenced Commitment Fee, and the remaining $15,000 will be held
without interest and applied to the initial installments due in
repayment of the loans.
<PAGE>
11. ADDITIONAL FEES (IF ANY)
None.
12. ADDITIONAL DOCUMENTATION
In addition to the above-mentioned documentation, CIT shall be furnished,
at or prior to closing (a) a current certificate of good standing, issued
by the Secretary of State of Delaware, reflecting the good standing of
Borrower in that state, (b) certified resolutions of Borrower authorizing
the obtaining of the loan and designating the officer or officers to
execute documents on behalf of the Borrower, and (c) such other
information and documentation as CIT or its Counsel may reasonably
require.
13. CLOSING/EXPIRATION OF COMMITMENT
All loans must close prior to the close of business on 12/31/95, when our
commitment to make the loans shall expire and be of no further force and
effect.
14. CLOSING COSTS AND FEES
None.
15. CHANGE IN FINANCIAL CONDITION, CORPORATE STRUCTURE, BUSINESS PROSPECTS,
ETC.
If, in the reasonable judgment of CIT, there should occur, before the
closing of the loan, any material adverse change in the financial
condition or business prospects of the Borrower or any guarantor or any
other party to whom CIT may have recourse, then, at the option of CIT,
this commitment will become null and void. We specifically call your
attention to the fact that, in issuing this commitment, CIT is relying
upon the financial statements delivered to us by the Borrower and any
other party to whom CIT may have recourse, and the continuing maintenance
of their respective present corporate structures and stock ownership.
The Borrower shall be obligated to notify CIT of any material adverse
changes in the financial condition, corporate structure, ownership or
business prospects of any of the foregoing which occur between the date
hereof and the date of closing of any of the loans.
If we exercise our right to terminate this commitment because of our
determination of material adverse change, we will refund the Commitment
Fee and any of the $12,500 being held by CIT that has not already been
applied to payments owing, less any and all expenses incurred or accrued
in our processing of the contemplated loans.
16. ASSIGNMENT
This commitment may not be assigned without the prior written consent
of CIT.
This commitment will only remain binding upon us if accepted by you and
returned so as to be received by us no later than May 12, 1995.
Should you have any questions regarding this commitment, please do not
hesitate to contact us.
Very truly yours,
THE CIT GROUP/EQUIPMENT FINANCING, INC.
Mark J. Mitchell District Manager
ACCEPTED: /s/ Mark J. Mitchell
--------------------------
BORROWER:
Survival Technology, Inc.
By: /s/ Jeffrey W. Church
-------------------------------------
Jeffrey W. Church
Title: SR. VICE PRESIDENT - FINANCE AND CFO
------------------------------------
<PAGE>
EXHIBIT 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File Nos. 33-46981, 33-34045, 33-26681 and 2-80908)
of Survival Technology, Inc. of our report dated October 27, 1995
appearing on page 45 of this Form 10-K.
PRICE WATERHOUSE LLP
Washington, DC
October 30, 1995
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED
JULY 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-START> AUG-01-1994
<PERIOD-END> JUL-31-1995
<CASH> 503,600
<SECURITIES> 0
<RECEIVABLES> 5,865,700
<ALLOWANCES> 13,000
<INVENTORY> 3,829,800
<CURRENT-ASSETS> 11,553,100
<PP&E> 24,581,300
<DEPRECIATION> 10,372,400
<TOTAL-ASSETS> 14,208,900
<CURRENT-LIABILITIES> 7,884,800<F1>
<BONDS> 0
<COMMON> 308,500
0
0
<OTHER-SE> 15,842,000
<TOTAL-LIABILITY-AND-EQUITY> 27,715,100
<SALES> 25,486,800
<TOTAL-REVENUES> 25,486,800
<CGS> 17,227,500
<TOTAL-COSTS> 24,597,000<F1>
<OTHER-EXPENSES> (193,200)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 372,900
<INCOME-PRETAX> 710,100
<INCOME-TAX> 249,600
<INCOME-CONTINUING> 460,500<F2>
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 460,500
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
<FN>
<F1>INCLUDES A RESTRUCTURING CHARGE OF $450,000.
<F2>INCLUDES A RESTRUCTURING CHARGE, NET OF TAX, OF $292,500
</FN>
</TABLE>
