UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2012
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission File Number: 0-12305
REPRO-MED SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
New York | 13-3044880 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
|
24 Carpenter Road, Chester New York | 10918 |
(Address of principal executive offices) | (Zip Code) |
(845) 469-2042
(Registrant’s telephone number, including area code)
n/a
(Former name, former address, and former fiscal year, if changed since last report)
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. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
|
|
|
| Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
As of October 12, 2012, 36,661,667 shares of common stock, $.01 par value per share, were outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the period ended August 31, 2012 (“Form 10-Q”) is to submit Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files relating to our Form 10-Q for the quarterly period ended August 31, 2012, filed with the Securities and Exchange Commission on October 15, 2012.
PART II – OTHER INFORMATION
ITEM 6. EXHIBITS.
| 31.1 * | Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act 2002 |
|
|
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| 31.2 * | Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act 2002 |
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| 32.1 * | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act 2002 |
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| 32.2 * | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act 2002 |
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| 101 ** | Interactive Data Files of Financial Statements and Notes. |
* Previously filed.
** In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| REPRO-MED SYSTEMS, INC. |
|
|
November 7, 2012 | /s/ Andrew I. Sealfon |
| Andrew I. Sealfon, President, Chairman of the Board, Director, Principal Executive Officer |
|
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November 7, 2012 | /s/ Michael R. Boscher |
| Michael R. Boscher, Treasurer and Chief Financial Officer |
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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)
|
1 Months Ended | 3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|---|
Jul. 30, 2012
|
Aug. 31, 2012
|
Aug. 31, 2011
|
Aug. 31, 2012
|
Aug. 31, 2011
|
Jul. 31, 2012
|
|
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||
Shares authorized for issuance | 1,465,000 | |||||
Shares authorized for issuance, per share | $ 0.18 | |||||
Shares authorized for issuance, period restriction, minimum | 1 year | |||||
Shares authorized for issuance, period restriction, maximum | 2 years | |||||
Inventory of certain assemblies off site | $ 349,000 | $ 349,000 | ||||
Aircraft lease expense | $ 5,375 | $ 5,375 | $ 10,750 | $ 10,750 |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
6 Months Ended |
---|---|
Aug. 31, 2012
|
|
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE NATURE OF OPERATIONS
Repro-Med Systems, Inc. (the "Company") designs, manufactures, and markets proprietary medical devices primarily for the ambulatory infusion market and emergency medical applications. The FDA regulates these products.
BASIS OF PRESENTATION
The accompanying unaudited financial statements as of August 31, 2012 have been prepared in accordance with generally accepted accounting principles in accordance with instructions to regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial presentation.
In the opinion of the Company's management, the financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company's financial position as of August 31, 2012 and the results of operations and cash flow for the three-month and six month periods ended August 31, 2012 and 2011.
The results of operations for the three months and six months ended August 31, 2012 and 2011 are not necessarily indicative of the results to be expected for the full year. These interim financial statements should be read in conjunction with the financial statements and notes thereto of the Company and management's discussion and analysis of financial condition and results of operations included in the Company's Annual Report for the year ended February 29, 2012, as filed with the Securities and Exchange Commission on Form 10-K.
EMPLOYEE STOCK AWARDS
In July 2012, 1,465,000 shares were authorized to issue to employees as share compensation valued at $0.18 per share, the market value on the date of the board authorization. The value of these shares will be amortized into operations over the one to two year restriction on the shares.
INVENTORIES
Our inventory includes $349,000 of certain subassemblies which did not meet our specifications and were rejected by us and returned to the vendor for correction or replacement.
USE OF ESTIMATES IN THE FINANCIAL STATEMENTS
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Important estimates include but are not limited to, asset lives, valuation allowances, inventory, and accruals.
SUBSEQUENT EVENTS EVALUATION
The Company has evaluated subsequent events through October 15, 2012, the date on which the financial statements were issued.
EMERGING ACCOUNTING STANDARDS
Management does not believe that any of the standards adopted by the Financial Accounting Standards Board that have been adopted but are not yet effective will have a material effect on the Company's financial reporting.
LEASED AIRCRAFT
The Company leases an aircraft from a Company controlled by the president. The lease payments aggregated were $5,375 for the three-months ended August 31, 2012 and 2011 and $10,750 for the six months ended August 31, 2012 and August 31, 2011. The original lease agreement has expired and the Company is currently on a month-to-month basis for rental payments. |
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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy)
|
6 Months Ended |
---|---|
Aug. 31, 2012
|
|
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
THE NATURE OF OPERATIONS |
THE NATURE OF OPERATIONS
Repro-Med Systems, Inc. (the "Company") designs, manufactures, and markets proprietary medical devices primarily for the ambulatory infusion market and emergency medical applications. The FDA regulates these products. |
BASIS OF PRESENTATION |
BASIS OF PRESENTATION
The accompanying unaudited financial statements as of August 31, 2012 have been prepared in accordance with generally accepted accounting principles in accordance with instructions to regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial presentation.
In the opinion of the Company's management, the financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company's financial position as of August 31, 2012 and the results of operations and cash flow for the three-month and six month periods ended August 31, 2012 and 2011.
The results of operations for the three months and six months ended August 31, 2012 and 2011 are not necessarily indicative of the results to be expected for the full year. These interim financial statements should be read in conjunction with the financial statements and notes thereto of the Company and management's discussion and analysis of financial condition and results of operations included in the Company's Annual Report for the year ended February 29, 2012, as filed with the Securities and Exchange Commission on Form 10-K. |
EMPLOYEE STOCK AWARDS |
EMPLOYEE STOCK AWARDS
In July 2012, 1,465,000 shares were authorized to issue to employees as share compensation valued at $0.18 per share, the market value on the date of the board authorization. The value of these shares will be amortized into operations over the one to two year restriction on the shares. |
INVENTORIES |
INVENTORIES
Our inventory includes $349,000 of certain subassemblies which did not meet our specifications and were rejected by us and returned to the vendor for correction or replacement. |
USE OF ESTIMATES IN THE FINANCIAL STATEMENTS |
USE OF ESTIMATES IN THE FINANCIAL STATEMENTS
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Important estimates include but are not limited to, asset lives, valuation allowances, inventory, and accruals. |
SUBSEQUENT EVENTS EVALUATION |
SUBSEQUENT EVENTS EVALUATION
The Company has evaluated subsequent events through October 15, 2012, the date on which the financial statements were issued.
|
LEASED AIRCRAFT |
LEASED AIRCRAFT
The Company leases an aircraft from a Company controlled by the president. The lease payments aggregated were $5,375 for the three-months ended August 31, 2012 and 2011 and $10,750 for the six months ended August 31, 2012 and August 31, 2011. The original lease agreement has expired and the Company is currently on a month-to-month basis for rental payments. |
BALANCE SHEETS (PARENTHETICAL) (USD $)
|
Aug. 31, 2012
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Feb. 29, 2012
|
---|---|---|
BALANCE SHEETS [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 21,456 | $ 17,718 |
Patents, accumulated amortization | $ 109,838 | $ 170,640 |
Common Stock, par value per share | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 50,000,000 | 50,000,000 |
Common Stock, shares issued | 38,936,667 | 37,471,667 |
Common Stock, shares outstanding | 36,661,667 | 35,196,667 |
Treasury Stock, shares | 2,275,000 | 2,275,000 |
Document and Entity Information
|
6 Months Ended | |
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Aug. 31, 2012
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Oct. 12, 2012
|
|
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Aug. 31, 2012 | |
Entity Registrant Name | REPRO MED SYSTEMS INC | |
Entity Central Index Key | 0000704440 | |
Current Fiscal Year End Date | --02-28 | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 36,661,667 |
STATEMENTS OF OPERATIONS (UNAUDITED) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Aug. 31, 2012
|
Aug. 31, 2011
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Aug. 31, 2012
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Aug. 31, 2011
|
|
STATEMENTS OF OPERATIONS (UNAUDITED) [Abstract] | ||||
NET SALES | $ 1,951,608 | $ 1,362,217 | $ 3,695,773 | $ 2,856,187 |
COST AND EXPENSES | ||||
Cost of goods solds | 666,235 | 493,064 | 1,303,597 | 1,033,249 |
Selling, general and administrative | 663,432 | 656,338 | 1,545,202 | 1,243,116 |
Research and development | 37,015 | 9,969 | 75,390 | 22,696 |
Depreciation and amortization | 42,933 | 23,959 | 83,470 | 46,278 |
Total Costs and Expenses | 1,409,615 | 1,183,330 | 3,007,659 | 2,345,339 |
Net Operating Profit | 541,993 | 178,887 | 688,114 | 510,848 |
Other Income/(Expenses) | ||||
Gain (Loss) currency exchange | (3,572) | 1,375 | (6,585) | 11,266 |
Interest Expense | (7,179) | (7,823) | (14,386) | (15,899) |
Interest and Other Income | 1,198 | 24,900 | 2,932 | 30,342 |
Total other Income/(Expense) | (9,553) | 18,452 | (18,039) | 25,709 |
NET PROFIT BEFORE TAXES | 532,440 | 197,339 | 670,075 | 536,557 |
Provision for Income Taxes | (181,796) | (79,266) | (229,092) | (220,525) |
Net Income | $ 350,644 | $ 118,073 | $ 440,983 | $ 316,032 |
NET INCOME PER SHARE | ||||
Basic | $ 0.01 | $ 0.01 | $ 0.01 | |
Diluted | $ 0.01 | $ 0.01 | $ 0.01 | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||
Basic | 35,546,993 | 36,863,808 | 35,371,830 | 36,720,738 |
Diluted | 35,551,934 | 36,967,975 | 35,421,253 | 36,824,905 |